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Marel — Interim / Quarterly Report 2019
Oct 23, 2019
2191_rns_2019-10-23_c031c88e-b9e9-42a6-b9af-96393020e6ef.pdf
Interim / Quarterly Report
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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
30 September 2019
ADVANCING FOOD PROCESSING
marel
Cmarel
Contents Condensed Consolidated Interim Financial Statements
The Board of Directors' and CEO's Report 1 12 Earnings per share 19
Consolidated Statement of Income 4 13 Property, plant and equipment 20
Consolidated Statement of Comprehensive Income 5 14 Right of use assets 21
Consolidated Statement of Financial Position 6 15 Goodwill 22
Consolidated Statement of Changes in Equity 7 16 Intangible assets 23
Consolidated Statement of Cash Flows 8 17 Investments in associates 25
Notes to the Condensed Consolidated Interim Financial Statements 9 18 Trade receivables, Other receivables and prepayments 25
1 General information 9 19 Deferred income tax 26
2 Basis of preparation and use of judgements and estimates 9 20 Inventories 26
21 Equity 27
3 Accounting policies 10 22 Borrowings and lease liabilities 29
4 Financial management 11 23 Provisions 30
5 Acquisitions 11 24 Trade and other payables 31
6 Non-IFRS measurement 13 25 Financial instruments 31
7 Segment information 14 26 Contingencies 32
8 Revenues 16 27 Related party transactions 32
9 Expenses by nature 17 28 Subsequent events 33
10 Net finance costs 17 29 Quarterly results 34
11 Income tax 18
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The Board of Directors' and CEO's Report
Marel is a leading global provider of advanced processing equipment, systems, software and services to the poultry, meat and fish industries with over 6,000 full-time equivalent employees ("FTEs") and a presence in over 30 countries and six continents and a global network of more than 100 agents and distributors.
The Condensed Consolidated Interim Financial Statements for the nine-month period ended 30 September 2019 comprise the financial statements of Marel hf. ("the Company") and its subsidiaries (together "the Group" or "Marel"). The Condensed Consolidated Interim Financial Statements are prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's Annual Consolidated Financial Statements as at and for the year ended 31 December 2018.
The Condensed Consolidated Interim Financial Statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to understand the changes in the Group's financial position and performance from year end 2018.
Operations in the nine-month period ended 30 September 2019
The consolidated revenues for Marel for the nine-month period ended 30 September 2019 are EUR 963.6 million (2018: EUR 867.1 million). The adjusted result from operations for the same period is EUR 141.4 million or 14.7% of revenues (2018: EUR 127.0 million or 14.6% of revenues).
The bridge between Adjusted result from operations and Result from operations as shown in the Consolidated Statement of Income is as follows:
| YTD | YTD | |
|---|---|---|
| 2019 | 2018 | |
| Adjusted result from operations | 141.4 | 127.0 |
| PPA related costs | (8.0) | (7.0) |
| Result from operations | 133.4 | 120.0 |
At 30 September 2019 the Company's order book amounted to EUR 431.9 million (at 31 December 2018: EUR 476.0 million).
Cash generated from operating activities for the nine-month period ended 30 September 2019 is EUR 129.6 million (2018: EUR 143.6 million). Decrease in cash generated from operating activities is mainly due to an increase in Inventories and timing of production and receipts of payments from large projects. The increase in Net cash provided by financing activities is mainly due to the cash generated as a result of the equity raise, EUR 370.0 million, of which a part is used to repay borrowings.
Based on the decision taken at the Company's 2019 Annual General Meeting, a dividend of EUR 36.7 million (EUR 5.57 cents per share, corresponding to 30% of net result for the year 2018) was declared and paid out to shareholders for the operational year 2018 (in 2018: a dividend of EUR 28.7 million, EUR 4.19 cents per share, corresponding to 30% of net result for the year 2017, was declared and paid out to shareholders for the operational year 2017).
Dual listing
On 7 June 2019, Marel began trading on Euronext Amsterdam, marking the dual listing of Marel on both Nasdaq Iceland and Euronext Amsterdam.
The share price was set at EUR 3.70, implying a market capitalization for Marel of EUR 2.85 billion. In total 100.0 million ordinary shares were offered which is equivalent to approximately 15% of Marel's total issued share capital before dual listing.
As a result of the dual listing Shareholders' equity increased by EUR 370.0 million partly offset by transaction costs net of tax of EUR 14.6 million.
Capital reduction, share buy-back program, capital increase and articles of association
During the extraordinary shareholders' meeting on 22 November 2018 it was resolved to authorize the Board of Directors of Marel to initiate a share buy-back program. The main purpose of the program was to reduce the Company's share capital, where the shares purchased may also be used to meet the Company's obligations under share incentive programs with employees.
As part of the share buy-back program, as approved in the extraordinary shareholders' meeting on 22 November 2018, Marel has purchased 16.2 million
Condensed Consolidated Interim Financial Statements 30 September 2019
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shares (EUR 48.8 million) in the period 5 December 2018 to 5 March 2019, of which 12.1 million shares (EUR 37.6 million) have been purchased in 2019. During 2019 Marel sold 0.2 million treasury shares for EUR 0.2 million.
At the Annual General Meeting of Shareholders on 6 March 2019 it was resolved to reduce the Company's share capital by 11.6 million shares, from 682.6 million shares to 671.0 million shares. The reduction was executed by way of cancelling 11.6 million of the Company's own shares of ISK 1 each. The Company's share capital was reduced in connection with the preparation of the dual listing of the Company, for the benefit of shareholders.
At the same shareholders' meeting it was resolved to authorize the Board of Directors to increase share capital by as much as ISK 100 million nominal value by issuing new shares. Shareholders waived their pre-emptive rights to subscribe for these new shares, which were used in an offering of shares in connection with the dual listing of the Company's shares.
At 30 September 2019 Marel's issued shares totaled 771.0 million (31 December 2018: 682.6 million). At the same time Marel holds 11.1 million treasury shares (31 December 2018: 10.8 million).
Acquisition Curio Iceland
On 22 October 2019, Marel has entered into an agreement to acquire a 50% stake in Curio ehf., a highly innovative primary processing equipment provider for whitefish processing. Curio's complimentary product portfolio of deheading, filleting and skinning solutions brings Marel closer to becoming a full-line provider to the global fish industry. Curio is domiciled in Iceland and has annual revenues of around EUR 10 million.
The transaction is subject to customary closing conditions, and expected to close in the fourth quarter of 2019. Short term the acquisition is not expected to have material impact on Marel's earnings.
Acquisition Cedar Creek Company
On 23 October 2019, Marel has agreed to acquire Cedar Creek Company, an Australian provider of specialized software and hardware solutions for red meat and poultry processors. The transaction will strengthen Marel's presence in Australia and New Zealand. Cedar Creek Company has annual revenues of around EUR 3 million.
The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2019. The acquisition is not expected to have material impact on Marel's earnings.
Condensed Consolidated Interim Financial Statements 30 September 2019
iMareI
Statement by the Board of Directors and the CEO
According to the Board of Directors' and CEO's best knowledge, the Condensed Consolidated Interim Financial Statements give a true and fair view of the consolidated financial performance of the Group for the nine-month period ended 30 September 2019, its assets, liabilities and consolidated financial position as at 30 September 2019 and its consolidated cash flows for the nine-month period ended 30 September 2019.
Furthermore, in our opinion the Condensed Consolidated Interim Financial Statements and the endorsement of the Board of Directors and the CEO give a fair view of the development and
performance of the Group's operations and its position and describe the principal risks and uncertainties faced by the Group.
The Board of Directors and the CEO have today discussed the Condensed Consolidated Interim Financial Statements of Marel hf. for the nine-month period ended 30 September 2019 and ratify them with their signatures.
Garðabær, 23 October 2019
Board of Directors
Ásthildur Margrét Otharsdóttir
Chairman of the Board
Arnar Þór Másson
Ann Elizabeth Savage
Ástvaldur Jóhannsson
Margrét Jónsdóttir
Ólafur S. Guðmundsson
Ton van der Laan
Chief Executive Officer
Árni Oddur Þórðarson
Condensed Consolidated Interim Financial Statements 30 September 2019
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Consolidated Statement of Income
| In EUR million unless stated otherwise | Notes | Q3 | Q3 | YTD | YTD |
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Revenues | 6 & 7 & 8 | 312.5 | 282.0 | 963.6 | 867.1 |
| Cost of sales | 6 & 9 | (193.0) | (171.3) | (588.5) | (529.9) |
| Gross profit | 6 | 119.5 | 110.7 | 375.1 | 337.2 |
| Selling and marketing expenses | 6 & 9 | (37.2) | (33.6) | (117.5) | (102.8) |
| Research and development expenses | 6 & 9 | (20.5) | (19.1) | (63.3) | (54.6) |
| General and administrative expenses | 6 & 9 | (20.2) | (20.4) | (60.9) | (59.8) |
| Result from operations | 6 | 41.6 | 37.6 | 133.4 | 120.0 |
| Finance costs | 10 | (4.1) | (3.4) | (12.7) | (13.4) |
| Finance income | 10 | 2.1 | 0.5 | 4.4 | 1.4 |
| Net finance costs | 10 | (2.0) | (2.9) | (8.3) | (12.0) |
| Share of result of associates | 17 | (0.0) | - | (0.0) | - |
| Result before income tax | 39.6 | 34.7 | 125.1 | 108.0 | |
| Income tax | 11 | (6.2) | (8.0) | (25.2) | (23.5) |
| Net result | 33.4 | 26.7 | 99.9 | 84.5 | |
| Of which: | |||||
| - Net result attributable to Shareholders of the Company | 12 | 33.3 | 26.6 | 99.8 | 84.4 |
| - Net result attributable to non-controlling interests | 21 | 0.1 | 0.1 | 0.1 | 0.1 |
| Earnings per share for result attributable to Shareholders of the Company during the period (expressed in EUR cent per share): | |||||
| - basic | 12 | 4.38 | 3.94 | 14.19 | 12.34 |
| - diluted | 12 | 4.34 | 3.92 | 14.07 | 12.28 |
The notes on pages 9-34 are an integral part of the Condensed Consolidated Interim Financial Statements
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Consolidated Statement of Comprehensive Income
| Q3 | Q3 | YTD | YTD | ||
|---|---|---|---|---|---|
| In EUR million | Notes | 2019 | 2018 | 2019 | 2018 |
| Net result | 33.4 | 26.7 | 99.9 | 84.5 | |
| Items that are or may be reclassified to profit or loss: | |||||
| Currency translation differences | 21 | 1.0 | (3.1) | 2.4 | (5.8) |
| Cash flow hedges | 21 | 0.1 | (0.2) | 0.8 | 1.3 |
| Income tax relating to cash flow hedges | 19 & 21 | (0.1) | 0.1 | (0.2) | (0.2) |
| Other comprehensive income / (loss) for the period, net of tax | 1.0 | (3.2) | 3.0 | (4.7) | |
| Total comprehensive income for the period | 34.4 | 23.5 | 102.9 | 79.8 | |
| Of which: | |||||
| - Total comprehensive income attributable to Shareholders of the Company | 34.3 | 23.5 | 102.8 | 79.8 | |
| - Total comprehensive income attributable to non-controlling interests | 21 | 0.1 | 0.0 | 0.1 | 0.0 |
The notes on pages 9-34 are an integral part of the Condensed Consolidated Interim Financial Statements
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Consolidated Statement of Financial Position
| In EUR million | Notes | 30/09 | 31/12 |
|---|---|---|---|
| 2019 | 2018 | ||
| ASSETS | |||
| Property, plant and equipment | 13 | 178.2 | 175.6 |
| Right of use assets | 14 | 35.5 | 33.3 |
| Goodwill | 15 | 644.6 | 641.3 |
| Intangible assets | 16 | 255.1 | 267.0 |
| Investments in associates | 17 | 1.8 | - |
| Trade and other receivables | 18 | 3.0 | 3.2 |
| Derivative financial instruments | 25 | 1.6 | 1.3 |
| Deferred income tax assets | 19 | 13.8 | 10.2 |
| Non-current assets | 1,133.6 | 1,131.9 | |
| Inventories | 20 | 169.7 | 149.9 |
| Contract assets | 8 | 58.5 | 44.0 |
| Trade receivables | 18 | 132.7 | 138.8 |
| Other receivables and prepayments | 18 | 56.7 | 45.0 |
| Cash and cash equivalents | 294.6 | 56.3 | |
| Current assets | 712.2 | 434.0 | |
| TOTAL ASSETS | 1,845.8 | 1,565.9 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 21 | 6.8 | 6.1 |
| Share premium reserve | 21 | 480.7 | 161.7 |
| Other reserves | 21 | (7.3) | (10.3) |
| Retained earnings | 21 | 466.3 | 403.2 |
| Shareholders' equity | 946.5 | 560.7 | |
| Non-controlling interests | 21 | 0.3 | 0.2 |
| Total equity | 946.8 | 560.9 | |
| LIABILITIES | |||
| Borrowings | 22 | 346.4 | 429.3 |
| Lease liabilities | 14 & 22 | 27.7 | 27.1 |
| Deferred income tax liabilities | 19 | 55.5 | 57.3 |
| Provisions | 23 | 10.7 | 9.2 |
| Other payables | 24 | 3.0 | 3.0 |
| Derivative financial instruments | 25 | 0.6 | 1.4 |
| Non-current liabilities | 443.9 | 527.3 | |
| Contract liabilities | 8 | 198.1 | 212.1 |
| Trade and other payables | 24 | 211.3 | 217.0 |
| Current income tax liabilities | 4.0 | 9.3 | |
| Borrowings | 22 | 24.8 | 24.8 |
| Lease liabilities | 14 & 22 | 8.6 | 6.7 |
| Provisions | 23 | 8.3 | 7.8 |
| Current liabilities | 455.1 | 477.7 | |
| Total liabilities | 899.0 | 1,005.0 | |
| TOTAL EQUITY AND LIABILITIES | 1,845.8 | 1,565.9 |
The notes on pages 9-34 are an integral part of the Condensed Consolidated Interim Financial Statements
Condensed Consolidated Interim Financial Statements 30 September 2019
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Consolidated Statement of Changes in Equity
| In EUR million | Share capital | Share premium reserve 1) | Other reserves 2) | Retained earnings | Share-holders' equity | Non-controlling interests | Total equity |
|---|---|---|---|---|---|---|---|
| Balance at 1 January 2019 | 6.1 | 161.7 | (10.3) | 403.2 | 560.7 | 0.2 | 560.9 |
| Net result for the period | 99.8 | 99.8 | 0.1 | 99.9 | |||
| Total other comprehensive income | 3.0 | 3.0 | 3.0 | ||||
| Transactions with owners of the Company | |||||||
| New shares issued | 0.8 | 369.2 | 370.0 | 370.0 | |||
| Transaction costs | (14.6) | (14.6) | (14.6) | ||||
| Treasury shares purchased | (0.1) | (37.5) | (37.6) | (37.6) | |||
| Treasury shares sold | 0.0 | 0.2 | 0.2 | 0.2 | |||
| Options granted / excercised / cancelled | 1.7 | 1.7 | 1.7 | ||||
| Dividend | (36.7) | (36.7) | (0.0) | (36.7) | |||
| 0.7 | 319.0 | 3.0 | 63.1 | 385.8 | 0.1 | 385.9 | |
| Balance at 30 September 2019 | 6.8 | 480.7 | (7.3) | 466.3 | 946.5 | 0.3 | 946.8 |
| In EUR million | Share capital | Share premium reserve 1) | Other reserves 2) | Retained earnings | Share-holders' equity | Non-controlling interests | Total equity |
| Balance at 31 December 2017 | 6.3 | 229.6 | (8.2) | 313.9 | 541.6 | 0.3 | 541.9 |
| Impact IFRS 9 & 15 | (4.8) | (4.8) | (4.8) | ||||
| Balance at 1 January 2018 | 6.3 | 229.6 | (8.2) | 309.1 | 536.8 | 0.3 | 537.1 |
| Net result for the period | 84.4 | 84.4 | 0.1 | 84.5 | |||
| Total other comprehensive income | (4.7) | (4.7) | (4.7) | ||||
| Transactions with owners of the Company | |||||||
| Treasury shares purchased | (0.2) | (60.0) | (60.2) | (60.2) | |||
| Treasury shares sold | 1.0 | 1.0 | 1.0 | ||||
| Options granted / excercised / cancelled | 0.9 | 0.9 | 0.9 | ||||
| Other movements | 0.2 | 0.2 | 0.2 | ||||
| Dividend | (28.7) | (28.7) | (28.7) | ||||
| (0.2) | (58.1) | (4.7) | 55.9 | (7.1) | 0.1 | (7.0) | |
| Balance at 30 September 2018 | 6.1 | 171.5 | (12.9) | 365.0 | 529.7 | 0.4 | 530.1 |
| Net result for the period | 38.0 | 38.0 | 0.0 | 38.0 | |||
| Total other comprehensive income | 2.6 | 2.6 | 2.6 | ||||
| Transactions with owners of the Company | |||||||
| Treasury shares purchased | 0.0 | (11.5) | (11.5) | (11.5) | |||
| Treasury shares sold | 1.2 | 1.2 | 1.2 | ||||
| Options granted / excercised / cancelled | 0.2 | 0.2 | 0.2 | ||||
| Other movements | 0.3 | 0.2 | 0.5 | 0.5 | |||
| Dividend | (0.2) | (0.2) | |||||
| 0.0 | (9.8) | 2.6 | 38.2 | 31.0 | (0.2) | 30.8 | |
| Balance at 31 December 2018 | 6.1 | 161.7 | (10.3) | 403.2 | 560.7 | 0.2 | 560.9 |
1) Includes reserve for share based payments as per 30 September 2019 of EUR 4.3 million (31 December 2018: EUR 2.6 million).
2) For details on Other reserves refer to note 21.
The notes on pages 9-34 are an integral part of the Condensed Consolidated Interim Financial Statements
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Consolidated Statement of Cash Flows
| In EUR million | Notes | Q3 | Q3 | YTD | YTD |
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Cash Flow from operating activities | |||||
| Result from operations | 41.6 | 37.6 | 133.4 | 120.0 | |
| Adjustments to reconcile result from operations to net cash provided by / (used in) operating activities: | |||||
| Depreciation of property, plant and equipment and right of use assets | 13 & 14 | 6.5 | 5.1 | 18.3 | 15.6 |
| Amortization and impairment of intangible assets | 16 | 8.3 | 7.3 | 24.9 | 23.5 |
| Changes in non-current receivables and payables | - | 0.1 | 0.1 | 0.3 | |
| Working capital provided by / (used in) operating activities | 56.4 | 50.1 | 176.7 | 159.4 | |
| Changes in working capital: | |||||
| Inventories and contract assets and liabilities | (14.3) | (18.7) | (46.8) | (1.3) | |
| Trade and other receivables | 9.0 | (6.1) | (3.8) | (16.6) | |
| Trade and other payables | (3.8) | 6.5 | 2.2 | 5.4 | |
| Provisions | 0.4 | (0.2) | 1.3 | (3.3) | |
| Changes in operating assets and liabilities | (8.7) | (18.5) | (47.1) | (15.8) | |
| Cash generated from operating activities | 47.7 | 31.6 | 129.6 | 143.6 | |
| Taxes paid | (11.5) | (6.0) | (32.3) | (24.5) | |
| Interest and finance income | 0.8 | 0.6 | 2.4 | 1.4 | |
| Interest and finance costs | (2.4) | (2.4) | (10.6) | (6.8) | |
| Net cash from operating activities | 34.6 | 23.8 | 89.1 | 113.7 | |
| Cash Flow from investing activities | |||||
| Purchase of property, plant and equipment | 13 | (3.9) | (10.6) | (13.1) | (24.5) |
| Investments in intangibles | 16 | (3.9) | (5.3) | (14.3) | (17.7) |
| Proceeds from sale of property, plant and equipment | 0.6 | 0.7 | 1.4 | 3.2 | |
| Investments in associates | 5 & 17 | - | - | (1.8) | - |
| Acquisition of subsidiary, net of cash acquired | 5 | - | (29.9) | - | (29.9) |
| Net cash provided by / (used in) investing activities | (7.2) | (45.1) | (27.8) | (68.9) | |
| Cash Flow from financing activities | |||||
| New shares issued | 21 | - | - | 370.0 | - |
| Transaction costs | 21 | (9.6) | - | (18.2) | - |
| Purchase of treasury shares | 21 | - | (29.7) | (37.6) | (60.0) |
| Sale of treasury shares | 21 | - | - | 0.2 | 1.0 |
| Proceeds from borrowings | 22 | - | 64.5 | 40.0 | 144.0 |
| Repayments of borrowings | 22 | (0.5) | (2.8) | (129.8) | (91.8) |
| Payments lease liabilities | (1.8) | (2.3) | (14.5) | (6.8) | |
| Dividends paid | 21 | - | 0.1 | (36.7) | (28.7) |
| Net cash provided by / (used in) financing activities | (11.9) | 29.8 | 173.4 | (42.3) | |
| Net increase (decrease) in net cash | 15.5 | 8.5 | 234.7 | 2.5 | |
| Exchange gain / (loss) on net cash | 2.4 | (2.6) | 3.6 | (0.6) | |
| Net cash at beginning of the period | 276.7 | 27.9 | 56.3 | 31.9 | |
| Net cash at end of the period | 294.6 | 33.8 | 294.6 | 33.8 |
The notes on pages 9-34 are an integral part of the Condensed Consolidated Interim Financial Statements
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Notes to the Condensed Consolidated Interim Financial Statements
1 General information
Reporting entity
Marel hf. ("the Company") is a limited liability company incorporated and domiciled in Iceland. The address of its registered office is Austurhraun 9, Garðabær.
The Condensed Consolidated Interim Financial Statements of the Company as at and for the nine-month period ended 30 September 2019 comprise the Company and its subsidiaries (together referred to as "the Group" or "Marel").
The Group is a leading global provider of advanced processing equipment, systems, software and services to the poultry, meat and fish industries and is involved in the manufacturing, development, distribution and sales of solutions for these industries.
The Condensed Consolidated Interim Financial Statements for the nine-month period ended 30 September 2019 have not been audited nor reviewed by an external auditor.
All amounts are in millions of EUR and have been rounded to the nearest million, unless otherwise indicated.
These Condensed Consolidated Interim Financial Statements have been approved for issue by the Board of Directors and CEO on 23 October 2019.
The Company is listed on the Nasdaq OMX Nordic Iceland exchange and on Euronext Amsterdam.
2 Basis of preparation and use of judgements and estimates
Base of preparation
These Condensed Consolidated Interim Financial Statements of the Company and its subsidiaries are for the nine-month period ended 30 September 2019 and have been prepared in accordance with IAS 34 as adopted by the European Union.
The Condensed Consolidated Interim Financial Statements should be read in conjunction with the Group's Annual Consolidated Financial Statements for the year ended 31 December 2018. The Consolidated Financial Statements for the Group for the period ended 31 December 2018 are available upon request from the Company's registered office at Austurhraun 9, Garðabær, Iceland or at www.marel.com.
These Condensed Consolidated Interim Financial Statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.
IFRS 9, IFRS 15 and IFRS 16 have been applied as of 1 January 2018. Changes to significant accounting policies are described in note 3.
These Condensed Consolidated Interim Financial Statements have been prepared under the historical cost convention, except for the valuation of financial assets and liabilities (including derivative instruments) which are valued at fair value through the Consolidated Statement of Comprehensive Income.
Items of each entity in the Group, as included in the Condensed Consolidated Interim Financial Statements, are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity ("the functional currency"). The Condensed Consolidated Interim Financial Statements are presented in Euro (EUR), which is the Group's reporting currency.
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Use of judgements and estimates
In preparing these Condensed Consolidated Interim Financial Statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last Group's Annual Consolidated Financial Statements for the year ended 31 December 2018.
3 Accounting policies
The accounting policies applied in these Condensed Consolidated Interim Financial Statements are consistent with those applied and described in the Annual Consolidated Financial Statements for the year ended 31 December 2018.
The accounting policies have been applied consistently for all periods presented in these Condensed Consolidated Interim Financial Statements.
In 2019, Marel adopted certain modifications to the presentation of its Consolidated Statement of Income to bring it in line with recommendations from the European Securities and Market Authority. This new presentation resulted in a reclassification of the Purchase Price Allocation ("PPA") related costs into expenses by function (Selling and marketing expenses, Research and development expenses and General and administrative expenses).
Transaction costs, net of tax, for transactions in shares are deducted from the Share premium reserve.
Impact of the adoption of IFRS 9, IFRS 15 and IFRS 16
The Group has adopted IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers from 1 January 2018.
Marel adopted IFRS 16 Leases as well on 1 January 2018. The transition approach for IFRS 16 is the cumulative catch up approach, as a result there is no impact on Retained earnings as at 1 January 2018.
The impact of the adoption of IFRS 9 and IFRS 15, as per 1 January 2018, on the Group's equity as at 1 January 2018 is summarized in the following table:
| Retained earnings | |
|---|---|
| 31 December 2017^{1)} | 313.9 |
| IFRS 9^{2)} | 4.1 |
| IFRS 15^{3)} | (8.9) |
| 1 January 2018^{4)} | 309.1 |
1) Retained earnings as presented in the Consolidated Statement of Financial Position.
2) Adjustments due to adoption of IFRS 9.
3) Adjustments due to adoption of IFRS 15.
4) Adjusted opening balance at 1 January 2018.
The total adjustment, net of tax, to the opening balance of the Group's equity at 1 January 2018 amounts to EUR 4.8 million (decrease of Retained earnings). The principal components of the estimated adjustments are as follows:
- IFRS 9: An increase in Retained earnings of EUR 3.7 million relating to modifications in the Group's loan facilities and an increase in Retained earnings of EUR 0.4 million as a result of a reduction in the impairment of Trade receivables.
- IFRS 15: A decrease in Retained earnings of EUR 3.0 million due to later recognition of revenues (and some associated costs) for standard equipment and a decrease in Retained earnings of EUR 5.9 million due to alignment of margins for all phases of the complete system or solution.
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4 Financial management
The Company's policy is to finance its operations in its revenue currencies. More than 99% of Marel's revenues originate outside of Iceland and there is a good currency balance between the Company's revenues and costs. Efforts have been made to systematically reduce currency risk in the Company's financing and to reduce interest cost.
Marel has two main funding facilities:
Schuldschein promissory notes
On 7 December 2018 Marel finalized an issue of Schuldschein promissory notes for EUR 140 million. The investors were a mixture of Central European and Asian commercial banks. The notes were split in 5 and 7 year terms and a mixture of fixed and floating rates:
- EUR 8.5 million at 1.83% fixed interest for 7 years.
- EUR 15.5 million at 1.366% fixed interest for 5 years.
- EUR 106 million with floating EURIBOR rate and 1.1% margin for 5 years.
- EUR 10 million with floating EURIBOR rate and 1.3% margin for 7 years.
The floating rate tranches include a 0% floor on the 6 month EURIBOR. At inception of the loan, the 0% floor did not have an intrinsic value and is not separated from the original contract in the Consolidated Statement of Financial Position.
Syndicated Loan
The Group has a 640 EUR million equivalent facilities agreement with seven international banks, led by ING bank, Rabobank and ABN AMRO. The terms and conditions are generally in line with Loan Market Association corporate standards. It is an all senior facility, which matures in 2022.
The key elements of the Syndicated loan are:
- A five-year all senior loan and revolver, consisting of a EUR 243 million term loan, a USD 75 million term loan and a EUR 323 million revolving credit facility, all with final maturity in May 2022.
- Initial interest terms are EURIBOR/LIBOR + 185 bps, which will vary in line with Marel's leverage ratio (Net debt/EBITDA) at the end of each quarter.
The Group has a financing structure which can accommodate the Group's financing requirements until 2022 with USD and EUR borrowings matching the Group's exposure in these currencies to a large extent. The facility has an embedded 0% floor in the EURIBOR and LIBOR rates. At the date of utilization of the loans (5 May 2017) the 5 year EURIBOR curve was negative and consequently the floor had intrinsic value at the date of inception. In accordance with IFRS 9 Financial Instruments, Marel has separated the embedded derivative from the facility and reports the intrinsic value on a fair value basis as a financial derivative on the Consolidated Statement of Financial Position.
5 Acquisitions
Acquisition of MAJA Maschinenfabrik Hermann Schill GmbH & Co. KG
On 14 August 2018, Marel concluded the acquisition of the limited partner interest in the company of MAJA Maschinenfabrik Hermann Schill GmbH & Co. KG to get transferred all business assets and liabilities. As part of this transaction Marel also acquired 100% of the shares of related companies in France and the United States ("MAJA"). This transaction is in line with Marel's strategic objective to be a full-line supplier of advanced food processing solutions and accelerate market penetration through acquisitions.
This bolt-on acquisition supports Marel in achieving its goals for future growth and value creation. With MAJA's innovative product offering and complimentary geographical reach, Marel is strengthening its product offering and market presence.
In accordance with IFRS 3, Business Combinations, the purchase price of MAJA was allocated to identifiable assets and liabilities acquired. Goodwill amounted to EUR 3.3 million and is allocated to the
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meat segment. The resulting goodwill from this acquisition is primarily related to the strategic (and cultural) fit of MAJA and Marel with highly complementary product portfolios and geographic presence. The goodwill is under certain conditions, deductible for income tax purposes.
Under IFRS 3, up to one year from the acquisition date, the initial accounting for business combinations needs to be adjusted to reflect additional information that has been received about facts and circumstances that existed at the acquisition date and, if known, would have affected the measurement of amounts recognized as of that date. As a result of such adjustments the values of assets and liabilities recognized may change in the one-year period from the acquisition date.
The Purchase Price Allocation of MAJA is finalized. The impact of the valuation of Property, plant and equipment, and as a consequence the impact on Intangible assets and Goodwill, is described in note 13, note 15 and note 16 and is included in the numbers as presented below.
The following table summarizes the consideration paid for MAJA and the recognized amounts of assets acquired and liabilities assumed at the acquisition date being 14 August 2018.
| 14 August 2018 | |
|---|---|
| Property, plant and equipment | 9.6 |
| Right of use assets | 0.6 |
| Intangible assets (excl goodwill) | 13.2 |
| Deferred income tax | 0.4 |
| Inventories | 11.5 |
| Trade receivables, current and non-current | 4.0 |
| Other receivables and prepayments | 2.1 |
| Cash and cash equivalents | 0.8 |
| Assets acquired | 42.2 |
| Borrowings, current and non-current | 6.5 |
| Lease liabilities, current and non-current | 0.6 |
| Provisions, current and non-current | 0.4 |
| Trade and other payables | 5.5 |
| Liabilities assumed | 13.0 |
| Total net identified assets | 29.2 |
| Consideration transferred | 32.5 |
| Goodwill on acquisition | 3.3 |
MAJA contributed EUR 23.6 million to revenues for the year 2019 and affected result from operations positively.
PPA related costs, including depreciation and amortization of acquisition-related (in)tangible assets for MAJA relate to the following lines in the Consolidated Statement of Income:
| YTD 2019 | YTD 2018 | |
|---|---|---|
| Selling and marketing expenses | 0.3 | - |
| Research and development expenses | 0.4 | - |
| General and administrative expenses | 0.2 | - |
| 0.9 | - |
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6 Non-IFRS measurement
Reconciliation of non-IFRS information
In this note to the Condensed Consolidated Interim Financial Statements Marel presents certain financial measures when discussing Marel's performance that are not measures of financial performance or liquidity under IFRS ('Non-IFRS'). Non-IFRS measures do not have standardized meanings under IFRS and not all companies calculate non-IFRS measures in the same manner or on a consistent basis. As a result, these measures may not be comparable to measures used by other companies that have the same or similar names.
Management has presented Adjusted result from operations as a performance measure in the
Consolidated Statement of Income and believes that this measure is relevant to an understanding of the Group's financial performance. Adjusted result from operations is calculated by adjusting Result from operations to exclude the impact of PPA related costs (consisting of depreciation and amortization of acquisition-related (in)tangible assets). No other adjustments are included in Adjusted results from operations.
The reconciliation of Adjusted result from operations to the most directly comparable IFRS measure, Result from operations, for the period indicated is included in the following tables.
| 2019 as reported | PPA related charges | 2019 non-IFRS measures | 2018 as reported | PPA related charges | 2018 non-IFRS measures | |
|---|---|---|---|---|---|---|
| Q3 | Q3 | Q3 | Q3 | Q3 | Q3 | |
| In EUR million | 2019 | 2019 | 2019 | 2018 | 2018 | 2018 |
| Revenues | 312.5 | - | 312.5 | 282.0 | - | 282.0 |
| Cost of sales | (193.0) | - | (193.0) | (171.3) | - | (171.3) |
| Gross profit | 119.5 | - | 119.5 | 110.7 | - | 110.7 |
| Selling and marketing expenses | (37.2) | 1.7 | (35.5) | (33.6) | 1.6 | (32.0) |
| Research and development expenses | (20.5) | 0.9 | (19.6) | (19.1) | 0.7 | (18.4) |
| General and administrative expenses | (20.2) | 0.1 | (20.1) | (20.4) | 0.1 | (20.3) |
| Adjusted result from operations | 2.7 | 44.3 | 2.4 | 40.0 | ||
| PPA related costs | (2.7) | (2.7) | (2.4) | (2.4) | ||
| Result from operations | 41.6 | - | 41.6 | 37.6 | - | 37.6 |
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| 2019 as reported | PPA related charges | 2019 non-IFRS measures | 2018 as reported | PPA related charges | 2018 non-IFRS measures | |
|---|---|---|---|---|---|---|
| YTD | YTD | YTD | YTD | YTD | YTD | |
| In EUR million | 2019 | 2019 | 2019 | 2018 | 2018 | 2018 |
| Revenues | 963.6 | - | 963.6 | 867.1 | - | 867.1 |
| Cost of sales | (588.5) | - | (588.5) | (529.9) | - | (529.9) |
| Gross profit | 375.1 | - | 375.1 | 337.2 | - | 337.2 |
| Selling and marketing expenses | (117.5) | 5.0 | (112.5) | (102.8) | 4.7 | (98.1) |
| Research and development expenses | (63.3) | 2.7 | (60.6) | (54.6) | 2.1 | (52.5) |
| General and administrative expenses | (60.9) | 0.3 | (60.6) | (59.8) | 0.2 | (59.6) |
| Adjusted result from operations | 8.0 | 141.4 | 7.0 | 127.0 | ||
| PPA related costs | (8.0) | (8.0) | (7.0) | (7.0) | ||
| Result from operations | 133.4 | - | 133.4 | 120.0 | - | 120.0 |
The reconciliation of Earnings before interest (Net finance costs), Tax (Income Tax), Depreciation and Amortization ("EBITDA") to the most directly comparable IFRS measurement, Result from operations, for the period indicated is included in the table below.
| Q3 | Q3 | YTD | YTD | |
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| Result from operations (EBIT) | 41.6 | 37.6 | 133.4 | 120.0 |
| Depreciation, Amortization and Impairments | 14.8 | 12.4 | 43.2 | 39.1 |
| Result before depreciation & amortization (EBITDA) | 56.4 | 50.0 | 176.6 | 159.1 |
7 Segment information
Operating segments
The identified operating segments comprise the three industries, which are the reporting segments. These operating segments form the basis for managerial decision taking. The following summary describes the operations in each of the Group's reportable segments:
- Poultry processing: Our poultry processing product range offers integrated systems for processing broilers, turkeys and ducks.
- Meat processing: Our meat industry specializes in the key processes of slaughtering, deboning and trimming, and case ready food service for processing pork, beef, veal and sheep.
- Fish processing: Marel provides advanced equipment and systems for salmon and whitefish processing, both farmed and wild, on-board and on-shore.
- The 'Others' segment includes any Revenues, Result from operations and assets which do not belong to the three core industries.
The reporting entities are reporting their revenues per operating segment based on the industry for which the customer is using Marel's product range. Therefore inter-segment revenues do not exist, only intercompany revenues within the same segment.
Results are monitored and managed at the operating segment level, up to the Adjusted result from operations. Adjusted result from operations is used to measure performance as management believes that this information is the most relevant in evaluating the results of the respective Marel segments relative to other entities that operate in the same industries.
The Group's CEO reviews the internal management reports of each segment on a monthly basis. Fluctuations between quarters are mainly due to timing of receiving and delivery of orders, margin on projects and business mix. Decisions on tax and financing structures including cash and cash equivalents are taken at a corporate level, therefore no financial income and expenses nor tax are
Condensed Consolidated Interim Financial Statements 30 September 2019
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allocated to the operating segments. The profit or loss per operating segment is the Adjusted result from operations (before PPA related costs including depreciation and amortization of acquisition-related (in)tangible assets); finance costs and taxes are reported in the column Total.
Intercompany transactions are entered at arm's length terms and conditions comparable to those available to unrelated parties. Information on assets per operating segment is reported; however, decisions on liabilities are taken at a corporate level and as such are not included in this disclosure.
| Poultry | Meat | Fish | Others | Total | |
|---|---|---|---|---|---|
| 30 September 2019 | |||||
| Revenues | 523.3 | 309.0 | 112.4 | 18.9 | 963.6 |
| Adjusted result from operations | 97.1 | 35.4 | 6.7 | 2.2 | 141.4 |
| PPA related costs | (8.0) | ||||
| Result from operations | 133.4 | ||||
| Net finance costs | (8.3) | ||||
| Share of result of associates | (0.0) | ||||
| Result before income tax | 125.1 | ||||
| Income tax | (25.2) | ||||
| Net result for the period | 99.9 | ||||
| Assets | 719.3 | 689.7 | 128.9 | 307.9 | 1,845.8 |
| Investments (including Right of use assets) | 20.1 | 11.8 | 4.4 | 0.4 | 36.7 |
| Depreciation and amortization | (18.2) | (18.9) | (5.2) | (0.4) | (42.7) |
| Impairments | - | - | (0.5) | - | (0.5) |
| Poultry | Meat | Fish | Others | Total | |
| 30 September 2018 | |||||
| Revenues | 461.0 | 274.7 | 121.3 | 10.1 | 867.1 |
| Adjusted result from operations | 80.8 | 32.6 | 11.5 | 2.1 | 127.0 |
| PPA related costs | (7.0) | ||||
| Result from operations | 120.0 | ||||
| Net finance costs | (12.0) | ||||
| Share of result of associates | - | ||||
| Result before income tax | 108.0 | ||||
| Income tax | (23.5) | ||||
| Net result for the period | 84.5 | ||||
| Assets | 695.0 | 665.4 | 143.0 | 41.7 | 1,545.1 |
| Investments (including Right of use assets) | 25.2 | 14.6 | 6.6 | - | 46.4 |
| Depreciation and amortization | (16.5) | (16.6) | (4.7) | - | (37.8) |
| Impairments | - | (1.3) | - | - | (1.3) |
Geographical Information
The Group's three operating segments operate in four main geographical areas, although they are managed on a global basis. The home country of the Group is Iceland. The three main operating companies are located in Iceland, The Netherlands and the United States.
Total assets exclude the Group's cash pool which the Group manages at corporate level.
| Total assets excluding Cash and cash equivalents | 30/09 | 31/12 |
|---|---|---|
| 2019 | 2018 | |
| Iceland | 125.1 | 101.2 |
| The Netherlands | 969.7 | 953.5 |
| Europe other | 203.3 | 204.8 |
| North America | 186.0 | 183.1 |
| Other countries | 67.1 | 67.0 |
| 1,551.2 | 1,509.6 |
Condensed Consolidated Interim Financial Statements 30 September 2019
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Capital expenditures include investments in Property, plant and equipment, Right of use assets and Intangible assets.
| Capital expenditure | YTD 2019 | YTD 2018 |
|---|---|---|
| Iceland | 8.5 | 10.2 |
| The Netherlands | 17.4 | 23.4 |
| Europe other | 5.9 | 8.1 |
| North America | 3.4 | 3.2 |
| Other countries | 1.5 | 1.5 |
| 36.7 | 46.4 |
8 Revenues
Revenues
The Group's operations and main revenue streams are those described in the last Annual Consolidated Financial Statements. The Group's revenue is derived from contracts with customers. Within the segments and within the operating companies, Marel is not relying on any individual major customers.
Disaggregation of revenue
In the following table, revenue is disaggregated by primary geographical markets (revenue is allocated based on the country were the customer is located):
| 30 September 2019 | Poultry | Meat | Fish | Others | Total |
|---|---|---|---|---|---|
| Primary geographical markets | |||||
| Iceland | 0.3 | 0.3 | 5.8 | - | 6.4 |
| The Netherlands | 20.2 | 12.2 | 2.1 | 1.2 | 35.7 |
| Europe other | 191.2 | 142.2 | 61.7 | 9.4 | 404.5 |
| North America | 191.4 | 65.4 | 22.4 | 1.6 | 280.8 |
| Other countries | 120.2 | 88.9 | 20.4 | 6.7 | 236.2 |
| 523.3 | 309.0 | 112.4 | 18.9 | 963.6 | |
| 30 September 2018 | Poultry | Meat | Fish | Others | Total |
| Primary geographical markets | |||||
| Iceland | 0.5 | 0.2 | 4.8 | - | 5.5 |
| The Netherlands | 14.6 | 13.0 | 1.3 | 0.5 | 29.4 |
| Europe other | 174.2 | 110.6 | 73.4 | 2.1 | 360.3 |
| North America | 153.8 | 75.3 | 20.2 | 1.3 | 250.6 |
| Other countries | 117.9 | 75.6 | 21.6 | 6.2 | 221.3 |
| 461.0 | 274.7 | 121.3 | 10.1 | 867.1 |
In the following table revenue is disaggregated by equipment revenue (comprising revenue from greenfield and large projects, standard equipment and modernization equipment) and aftermarket revenue (comprising maintenance, service and spare parts).
| YTD 2019 | YTD 2018 | |
|---|---|---|
| Equipment revenue | 620.6 | 565.6 |
| Aftermarket revenue | 343.0 | 301.5 |
| Total revenue | 963.6 | 867.1 |
Contract balances
The following table provides information about contract assets and contract liabilities from contract with customers.
| 30/09 2019 | 31/12 2018 | |
|---|---|---|
| Contract assets | 58.5 | 44.0 |
| Contract liabilities | (198.1) | (212.1) |
| (139.6) | (168.1) |
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The contract assets (cost exceed billing) primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer.
The contract liabilities (billing exceed cost) primarily relate to the advance consideration received from
customers for standard equipment for which revenue is recognized at a point in time and for the sale of complete solutions or systems for which revenue is recognized over time.
No information is provided about remaining performance obligations at 30 September 2019 that have an original expected duration of one year or less, as allowed by IFRS 15.
9 Expenses by nature
The table below shows the Expenses by nature:
Expenses by nature
| YTD 2019 | YTD 2018 | |
|---|---|---|
| Cost of goods sold | 335.9 | 302.8 |
| Employee benefits | 336.3 | 301.9 |
| Depreciation and amortization | 43.2 | 39.1 |
| Maintenance and rent of buildings and equipment | 10.9 | 11.0 |
| Other | 103.9 | 92.3 |
| 830.2 | 747.1 |
10 Net finance costs
| YTD 2019 | YTD 2018 | |
|---|---|---|
| Interest on borrowings | (7.3) | (7.3) |
| Interest on leases | (0.7) | (0.7) |
| Other finance expenses | (4.7) | (4.3) |
| Net foreign exchange transaction losses | - | (1.1) |
| Subtotal finance costs | (12.7) | (13.4) |
| Interest income | 2.4 | 1.4 |
| Net foreign exchange transaction gains | 2.0 | - |
| Subtotal finance income | 4.4 | 1.4 |
| Net finance costs | (8.3) | (12.0) |
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11 Income tax
| Income tax recognized in the Consolidated Statement of Income | YTD 2019 | YTD 2018 |
|---|---|---|
| Current tax | (26.9) | (24.8) |
| Deferred tax | 1.7 | 1.3 |
| (25.2) | (23.5) |
Income tax expense is recognized at an amount determined by multiplying the profit (loss) before tax for the interim reporting period by management's best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in the interim period. As such, the effective tax rate in the interim financial statements may differ from the effective tax rate for the annual financial statements.
The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax laws and prior experience.
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated companies as shown in the table below.
| Reconciliation of effective income tax | YTD | YTD | ||
|---|---|---|---|---|
| 2019 | % | 2018 | % | |
| Result before income tax | 125.1 | 108.0 | ||
| Income tax using Icelandic rate | (25.0) | 20.0 | (21.6) | 20.0 |
| Effect of tax rates in other jurisdictions | (5.2) | 4.2 | (5.1) | 4.7 |
| Weighted average applicable tax | (30.2) | 24.2 | (26.7) | 24.7 |
| Foreign exchange effect Iceland | 0.1 | (0.1) | (0.2) | 0.2 |
| Research and development tax incentives | 4.2 | (3.4) | 3.9 | (3.7) |
| Permanent differences | (0.3) | 0.2 | (0.3) | 0.3 |
| Effect of tax rate changes | 0.6 | (0.5) | (0.2) | 0.2 |
| Others | 0.4 | (0.3) | - | - |
| Tax charge included in the profit or loss for the period | (25.2) | 20.1 | (23.5) | 21.7 |
Condensed Consolidated Interim Financial Statements 30 September 2019
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12 Earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to Shareholders by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Company and held as treasury shares.
| Basic earnings per share (EUR cent per share) | YTD | YTD |
|---|---|---|
| 2019 | 2018 | |
| Net result attributable to Shareholders (EUR millions) | 99.8 | 84.4 |
| Weighted average number of outstanding shares in issue (millions) | 703.1 | 684.5 |
| Basic earnings per share (EUR cent per share) | 14.19 | 12.34 |
The diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
The Company has one category of dilutive potential ordinary shares: stock options. For the stock options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding stock options. The number of shares calculated is compared with the number of shares that would have been issued assuming the exercise of the stock options.
| Diluted earnings per share (EUR cent) | YTD | YTD |
|---|---|---|
| 2019 | 2018 | |
| Net result attributable to Shareholders (EUR millions) | 99.8 | 84.4 |
| Weighted average number of outstanding shares in issue (millions) | 703.1 | 684.5 |
| Adjustments for stock options (millions) | 6.0 | 3.6 |
| Weighted average number of outstanding shares for diluted earnings per share (millions) | 709.1 | 688.1 |
| Diluted earnings per share (EUR cent per share) | 14.07 | 12.28 |
Condensed Consolidated Interim Financial Statements 30 September 2019
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13 Property, plant and equipment
| Land & buildings | Plant & machinery | Under construction | Vehicles & equipment | Total | |
|---|---|---|---|---|---|
| 1 January 2019 | |||||
| Cost | 182.6 | 95.1 | 12.0 | 44.7 | 334.4 |
| Accumulated depreciation | (52.9) | (68.1) | - | (37.8) | (158.8) |
| Net book value | 129.7 | 27.0 | 12.0 | 6.9 | 175.6 |
| Nine months ended 30 September 2019 | |||||
| Opening net book value | 129.7 | 27.0 | 12.0 | 6.9 | 175.6 |
| Divestments | (0.4) | - | - | (0.2) | (0.6) |
| Effect of movements in exchange rates | 0.3 | 0.2 | 0.1 | (0.1) | 0.5 |
| Additions | 0.5 | 2.0 | 8.7 | 1.9 | 13.1 |
| Business combinations, note 5 | (0.9) | 1.4 | - | 0.2 | 0.7 |
| Reclassifications between categories | (2.3) | (0.1) | - | 2.4 | - |
| Transfer between categories | 7.5 | 4.1 | (12.1) | 0.5 | - |
| Depreciation charge | (3.8) | (4.8) | - | (2.5) | (11.1) |
| Closing net book value | 130.6 | 29.8 | 8.7 | 9.1 | 178.2 |
| At 30 September 2019 | |||||
| Cost | 184.5 | 99.9 | 8.7 | 46.4 | 339.5 |
| Accumulated depreciation | (53.9) | (70.1) | - | (37.3) | (161.3) |
| Net book value | 130.6 | 29.8 | 8.7 | 9.1 | 178.2 |
| Land & buildings | Plant & machinery | Under construction | Vehicles & equipment | Total | |
| At 1 January 2018 | |||||
| Cost | 146.4 | 96.8 | 19.7 | 42.2 | 305.1 |
| Accumulated depreciation | (50.6) | (73.2) | - | (36.6) | (160.4) |
| Net book value | 95.8 | 23.6 | 19.7 | 5.6 | 144.7 |
| Year ended 31 December 2018 | |||||
| Opening net book value | 95.8 | 23.6 | 19.7 | 5.6 | 144.7 |
| Divestments | - | (2.2) | - | - | (2.2) |
| Effect of movements in exchange rates | (1.6) | 0.1 | 0.1 | - | (1.4) |
| Additions | 4.7 | 6.5 | 20.3 | 2.5 | 34.0 |
| Business combinations, note 5 | 12.5 | (0.1) | - | 0.9 | 13.3 |
| Transfer between categories | 22.9 | 5.0 | (28.1) | 0.2 | - |
| Depreciation charge | (4.6) | (5.9) | - | (2.3) | (12.8) |
| Closing net book value | 129.7 | 27.0 | 12.0 | 6.9 | 175.6 |
| At 31 December 2018 | |||||
| Cost | 182.6 | 95.1 | 12.0 | 44.7 | 334.4 |
| Accumulated depreciation | (52.9) | (68.1) | - | (37.8) | (158.8) |
| Net book value | 129.7 | 27.0 | 12.0 | 6.9 | 175.6 |
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Depreciation of Property, plant and equipment and of acquisition-related tangible assets analyzes as follows in the Consolidated Statement of Income:
| YTD 2019 | YTD 2018 | |
|---|---|---|
| Cost of sales | 5.2 | 4.3 |
| Selling and marketing expenses | 0.6 | 0.4 |
| Research and development expenses | 0.2 | 0.2 |
| General and administrative expenses | 5.1 | 4.0 |
| 11.1 | 8.9 |
14 Right of use assets
The Group has early adopted IFRS 16 and started reporting as of 1 January 2018. As a consequence, the Group recognizes Right of use assets representing its right to use the underlying assets
and a Lease liability representing its obligation to make lease payments.
The following table shows the Right of use assets:
| Land & buildings | Plant & machinery | Vehicles & equipment | Total | |
|---|---|---|---|---|
| At 1 January 2019 | ||||
| Cost | 27.8 | 1.0 | 13.3 | 42.1 |
| Accumulated depreciation | (4.1) | (0.2) | (4.5) | (8.8) |
| Net book value | 23.7 | 0.8 | 8.8 | 33.3 |
| Nine months ended 30 September 2019 | ||||
| Opening net book value | 23.7 | 0.8 | 8.8 | 33.3 |
| Divestments | (0.2) | - | (0.6) | (0.8) |
| Effect of movements in exchange rates | 0.4 | - | (0.1) | 0.3 |
| Business combinations, note 5 | 0.2 | - | 0.4 | 0.6 |
| Additions | 4.1 | 0.2 | 5.0 | 9.3 |
| Depreciation charge | (3.5) | (0.3) | (3.4) | (7.2) |
| Closing net book value | 24.7 | 0.7 | 10.1 | 35.5 |
| At 30 September 2019 | ||||
| Cost | 31.5 | 1.2 | 17.5 | 50.2 |
| Accumulated depreciation | (6.8) | (0.5) | (7.4) | (14.7) |
| Net book value | 24.7 | 0.7 | 10.1 | 35.5 |
Condensed Consolidated Interim Financial Statements 30 September 2019
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| Land & buildings | Plant & machinery | Vehicles & equipment | Total | |
|---|---|---|---|---|
| At 1 January 2018 | ||||
| Cost | 22.4 | 1.0 | 9.8 | 33.2 |
| Net book value | 22.4 | 1.0 | 9.8 | 33.2 |
| Year ended 31 December 2018 | ||||
| Opening net book value | 22.4 | 1.0 | 9.8 | 33.2 |
| Divestments | - | - | (0.4) | (0.4) |
| Effect of movements in exchange rates | (0.1) | - | 0.2 | 0.1 |
| Additions | 5.5 | - | 4.0 | 9.5 |
| Depreciation charge | (4.1) | (0.2) | (4.8) | (9.1) |
| Closing net book value | 23.7 | 0.8 | 8.8 | 33.3 |
| At 31 December 2018 | ||||
| Cost | 27.8 | 1.0 | 13.3 | 42.1 |
| Accumulated depreciation | (4.1) | (0.2) | (4.5) | (8.8) |
| Net book value | 23.7 | 0.8 | 8.8 | 33.3 |
Depreciation of Right of use assets analyzes as follows in the Consolidated Statement of Income:
For the annual maturity of lease liabilities refer to note 22.
| YTD 2019 | YTD 2018 | |
|---|---|---|
| Cost of sales | 1.8 | 1.5 |
| Selling and marketing expenses | 1.3 | 1.4 |
| Research and development expenses | 0.2 | 0.2 |
| General and administrative expenses | 3.9 | 3.6 |
| 7.2 | 6.7 |
15 Goodwill
| At 1 January 2019 | |
|---|---|
| Cost | 641.3 |
| Net book value | 641.3 |
| Nine months ended 30 September 2019 | |
| Opening net book value | 641.3 |
| Business combinations, note 5 | 2.5 |
| Exchange differences | 0.8 |
| Closing net book value | 644.6 |
| At 30 September 2019 | |
| Cost | 644.6 |
| Net book value | 644.6 |
| At 1 January 2018 | |
| --- | --- |
| Cost | 643.9 |
| Net book value | 643.9 |
| Year ended 31 December 2018 | |
| Opening net book value | 643.9 |
| Business combinations, note 5 | (1.6) |
| Exchange differences | (1.0) |
| Closing net book value | 641.3 |
| At 31 December 2018 | |
| Cost | 641.3 |
| Net book value | 641.3 |
Condensed Consolidated Interim Financial Statements 30 September 2019
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Impairment testing
The Group tested at the end of 2018 whether Goodwill had suffered any impairment. The conclusion was there were no triggers indicating that impairment was necessary.
At 30 September 2019, there is no reason to deviate from the conclusions taken at year-end.
16 Intangible assets
| Technology & development costs | Customer relations, patents & trademarks | Other intangibles | Total | |
|---|---|---|---|---|
| At 1 January 2019 | ||||
| Cost | 255.3 | 178.6 | 79.2 | 513.1 |
| Accumulated amortization | (134.0) | (57.7) | (54.4) | (246.1) |
| Net book value | 121.3 | 120.9 | 24.8 | 267.0 |
| Nine months ended 30 September 2019 | ||||
| Opening net book value | 121.3 | 120.9 | 24.8 | 267.0 |
| Divestments | - | - | (0.2) | (0.2) |
| Business combinations, note 5 | (1.5) | - | - | (1.5) |
| Exchange differences | 0.4 | - | 0.0 | 0.4 |
| Additions | 10.3 | - | 4.0 | 14.3 |
| Impairment charge | (0.5) | - | - | (0.5) |
| Amortization charge | (13.0) | (7.1) | (4.3) | (24.4) |
| Closing net book value | 117.0 | 113.8 | 24.3 | 255.1 |
| At 30 September 2019 | ||||
| Cost | 265.1 | 179.7 | 81.9 | 526.7 |
| Accumulated amortization | (148.1) | (65.9) | (57.6) | (271.6) |
| Net book value | 117.0 | 113.8 | 24.3 | 255.1 |
Condensed Consolidated Interim Financial Statements 30 September 2019
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| Technology & development costs | Customer relations, patents & trademarks | Other intangibles | Total | |
|---|---|---|---|---|
| At 1 January 2018 | ||||
| Cost | 232.4 | 171.6 | 73.3 | 477.3 |
| Accumulated amortization | (117.7) | (46.2) | (50.7) | (214.6) |
| Net book value | 114.7 | 125.4 | 22.6 | 262.7 |
| Year ended 31 December 2018 | ||||
| Opening net book value | 114.7 | 125.4 | 22.6 | 262.7 |
| Divestments | - | - | (0.5) | (0.5) |
| Business combinations, note 5 | 8.2 | 6.1 | - | 14.3 |
| Exchange differences | 0.1 | (0.1) | 0.2 | 0.2 |
| Additions | 16.3 | - | 6.7 | 23.0 |
| Impairment charge | (2.2) | - | - | (2.2) |
| Amortization charge | (15.8) | (10.5) | (4.2) | (30.5) |
| Closing net book value | 121.3 | 120.9 | 24.8 | 267.0 |
At 31 December 2018
| Cost | 255.3 | 178.6 | 79.2 | 513.1 |
|---|---|---|---|---|
| Accumulated amortization | (134.0) | (57.7) | (54.4) | (246.1) |
| Net book value | 121.3 | 120.9 | 24.8 | 267.0 |
The additions for 2019 predominantly comprise internally generated assets of EUR 14.3 million (31 December 2018: EUR 23.0 million) for product development and for development of software products.
The impairment charge in Intangible assets analyzes as follows in the Consolidated Statement of Income:
| YTD | YTD | |
|---|---|---|
| 2019 | 2018 | |
| Research and development expenses | 0.5 | 1.3 |
| 0.5 | 1.3 |
Amortization of Intangible assets and amortization of acquisition-related intangible assets analyzes as follows in the Consolidated Statement of Income:
| YTD | YTD | |
|---|---|---|
| 2019 | 2018 | |
| Cost of sales | 0.0 | 0.0 |
| Selling and marketing expenses | 0.8 | 1.0 |
| Research and development expenses | 10.6 | 9.5 |
| General and administrative expenses | 5.3 | 4.7 |
| 16.7 | 15.2 | |
| Amortization of acquisition-related intangible assets | 7.7 | 7.0 |
| 24.4 | 22.2 |
Impairment testing
The Group tested at the end of 2018 whether indefinite Intangible assets had suffered any impairment. The conclusion was there were no triggers indicating that impairment was necessary. At 30 September 2019, there is no reason to deviate from the conclusions taken at year-end.
Condensed Consolidated Interim Financial Statements 30 September 2019
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17 Investments in associates
On 19 June 2019, Marel acquired a 14.3% interest in the Canadian software company Worximity Technology ("Worximity"). Although Marel holds less than 20% of the voting rights, Marel determined that it has significant influence because it has meaningful representation on the board of Worximity.
Marel's initial investment of EUR 1.8 million (CAD 2.5 million) in new share capital in Worximity corresponds to 14.3% of the total share capital on a fully diluted basis. Marel will invest an additional CAD 2.5 million in new share capital in the company in the next twelve months, bringing Marel's total ownership to 25.0%.
The carrying value of the equity investments, in associates amounted to EUR 1.8 million. In 2019, the share in the loss of associates amounted to EUR 0.0 million.
18 Trade receivables, Other receivables and prepayments
| 30/09 | 31/12 | |
|---|---|---|
| 2019 | 2018 | |
| Trade receivables | 137.2 | 143.4 |
| Less: write-down to net-realizable value | (1.5) | (1.4) |
| Trade receivables - net | 135.7 | 142.0 |
| Less non-current portion | (3.0) | (3.2) |
| Current portion of Trade receivables | 132.7 | 138.8 |
| Prepayments | 7.6 | 6.6 |
| Other receivables | 49.1 | 38.4 |
| Other receivables and prepayments | 56.7 | 45.0 |
Non-current receivables
Non-current receivables are mainly associated with an escrow account regarding the acquisition of Sulmaq for EUR 3.0 million (31 December 2018: EUR 3.2 million long term outstanding debtors). All non-current receivables are due within one and five years.
Current receivables
The carrying amounts of Trade receivables and Other receivables and prepayments approximate their fair value.
There were no material reversals of write-downs of Trade receivables. Due to the insignificant amount of write-downs, these are not shown separately in the Consolidated Statement of Income.
Condensed Consolidated Interim Financial Statements 30 September 2019
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19 Deferred income tax
Deferred income taxes are calculated in full on temporary differences under the liability method.
The gross movement on the deferred income tax account is as follows:
| At 31 December 2018 | (47.1) |
|---|---|
| Exchange differences and changes within the Group | (0.1) |
| Consolidated Statement of Income charge (excluding tax rate change) | 1.5 |
| Effect of change in tax rates | 0.6 |
| Hedge reserve & translation reserve recognized in Other Comprehensive Income | (0.2) |
| Listing Euronext Amsterdam | 3.6 |
| At 30 September 2019 | (41.7) |
| At 31 December 2017 | (56.9) |
| --- | --- |
| Impact IFRS 9 & 15 | 1.8 |
| At 1 January 2018 | (55.1) |
| Exchange differences and changes within the Group | 0.1 |
| Consolidated Statement of Income charge (excluding tax rate change) | 2.4 |
| Effect of change in tax rates | 7.0 |
| Business combinations, note 5 | (1.1) |
| Hedge reserve & translation reserve recognized in Other Comprehensive Income | (0.4) |
| At 31 December 2018 | (47.1) |
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The deferred tax charge recognized in the Consolidated Statement of Financial Position is as follows:
| 30/09 | 31/12 | |
|---|---|---|
| 2019 | 2018 | |
| Deferred income tax assets | 13.8 | 10.2 |
| Deferred income tax liabilities | (55.5) | (57.3) |
| (41.7) | (47.1) |
20 Inventories
| 30/09 | 31/12 | |
|---|---|---|
| 2019 | 2018 | |
| Raw materials | 16.9 | 19.8 |
| Semi-finished goods | 131.2 | 116.7 |
| Finished goods | 45.3 | 35.5 |
| 193.4 | 172.0 | |
| Allowance for obsolescence and/or lower market value | (23.7) | (22.1) |
| 169.7 | 149.9 |
There were no material reversals of write-downs to net realizable value. The write-downs recognized following a recoverability analysis are included in Cost of sales.
Condensed Consolidated Interim Financial Statements 30 September 2019
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21 Equity
| Share Capital | Ordinary shares (thousands) | Treasury shares (thousands) | Outstanding number of shares (thousands) |
|---|---|---|---|
| At 1 January 2019 | 682,586 | (10,762) | 671,824 |
| Treasury shares - purchased | - | (12,096) | (12,096) |
| Treasury shares - sold | - | 153 | 153 |
| Capital reduction | (11,578) | 11,578 | - |
| New shares issued | 100,000 | - | 100,000 |
| At 30 September 2019 | 771,008 | (11,127) | 759,881 |
| 100.00% | 1.44% | 98.56% | |
| At 1 January 2018 | 735,569 | (41,747) | 693,822 |
| Treasury shares - purchased | - | (24,072) | (24,072) |
| Treasury shares - sold | - | 2,074 | 2,074 |
| Capital reduction | (52,983) | 52,983 | - |
| At 31 December 2018 | 682,586 | (10,762) | 671,824 |
| 100.00% | 1.58% | 98.42% | |
| 30/09 | 31/12 | ||
| Class of share capital | 2019 | 2018 | |
| Nominal value | 6.8 | 6.1 | |
| Share premium reserve | 476.4 | 159.1 | |
| Reserve for share based payments | 4.3 | 2.6 | |
| Total share premium reserve | 480.7 | 161.7 |
Share capital
On 7 June 2019, Marel began trading on Euronext Amsterdam, marking the dual listing of Marel on both Nasdaq Iceland and Euronext Amsterdam. A total of 100.0 million ordinary shares of ISK 1 each were issued and sold, increasing the Company's share capital from 671.0 million shares to 771.0 million shares.
During the Annual General Meeting of Shareholders on 6 March 2019 the proposal to reduce the Company's share capital by 11.6 million shares, from 682.6 million shares to 671.0 million shares, was approved. The reduction was executed by way of cancelling 11.6 million of the Company's own shares of ISK 1 each, in accordance with the provisions of the Icelandic Act No. 2/1995 on Public Limited Companies. The Company's share capital was reduced in connection with the preparation of the dual listing of the Company, for the benefit of shareholders. Marel's Articles of Association were changed accordingly.
The total authorized number of ordinary shares on the Nasdaq OMX Nordic Iceland and Euronext Amsterdam exchange is 771.0 million (31 December 2018: 682.6 million) with a par value of ISK 1 per share. All issued shares are fully paid.
Holders of ordinary shares are entitled to dividends as declared from time to time and are entitled to one vote per share at shareholders meetings of the Company. Shareholders who hold shares in Marel on Nasdaq Iceland and Euronext Amsterdam have identical voting rights and the same rights to dividends. All rights attached to the Company's treasury shares are suspended until those shares are sold again.
Dividends
In March 2019 a dividend of EUR 36.7 million (EUR 5.57 cents per share) was declared for the operational year 2018 of which EUR 32.6 million was paid in Q1 2019 and EUR 4.1 million was paid in Q2 2019 (in 2018, a dividend of EUR 28.7 million (EUR 4.19 cents per share) was declared and paid for the operational year 2017).
Share premium reserve
The Share premium reserve comprises of payment in excess of par value of ISK 1 per share that shareholders have paid for shares sold by the Company, less payments in excess of par value that
Condensed Consolidated Interim Financial Statements 30 September 2019
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the Company has paid for treasury shares. According to the Icelandic Companies Act, 25% of the nominal value share capital must be held in reserve which cannot be paid out as dividend to shareholders. Marel is compliant with this requirement.
As a result of the dual listing Shareholders' equity increased by EUR 370.0 million of which share premium increased by EUR 369.2 million. Total gross transaction costs amount to EUR 18.2 million. Transaction cost net of tax of EUR 14.6 million are deducted from the Share premium reserve.
Other reserves
Other reserves in Shareholder's equity include the following reserves:
- Hedge reserve: comprises revaluations on derivatives, on which hedge accounting is applied. The value of 30 September 2019 and 31 December 2018 relates to derivatives for the Group, the interest rate swap contracts.
- Translation reserve: comprises the translation results of the consolidation of subsidiaries reporting in foreign currencies, as well as a currency revaluation related to financing of subsidiaries.
| Hedge reserve | Translation reserve | Total other reserves | |
|---|---|---|---|
| Balance at 1 January 2019 | 1.8 | (12.1) | (10.3) |
| Total other comprehensive income | 0.6 | 2.4 | 3.0 |
| Balance at 30 September 2019 | 2.4 | (9.7) | (7.3) |
| Balance at 1 January 2018 | 0.6 | (8.8) | (8.2) |
| Total other comprehensive income | 1.2 | (3.3) | (2.1) |
| Balance at 31 December 2018 | 1.8 | (12.1) | (10.3) |
Limitation in the distribution of Shareholders' equity
As at 30 September 2019, pursuant to Icelandic law, certain limitations exist relating to the distribution of Shareholders' equity. Such limitations relate to
legal reserves required by Icelandic law included under Retained earnings for capitalized intangible assets related to product development projects and for legal reserves relating to any legal or economic restrictions to the ability of affiliated companies to transfer funds to the parent company in the form of dividends.
The legal reserve included under Retained earnings for capitalized intangible assets related to product development projects amounted to EUR 72.6 million as at 30 September 2019 (31 December 2018: EUR 74.7 million).
Since the profits retained in Marel hf.'s subsidiaries can be distributed and received in Iceland, no legal reserve for any legal or economic restrictions to the ability of affiliated companies to transfer funds to the parent company in the form of dividends is required.
The amount of the legal reserve for the share of profit of affiliates is reduced by dividends received from those companies and those dividends from them which can be claimed. Therefore Marel could, based on its control as the parent company, decide to let its subsidiaries pay dividends. The dividends would lower the amount of legal reserves within equity and therefore leave more room for Marel to make dividend payments to its shareholders. The new provision of the act does not prevent Marel from making dividend payments to its shareholders in 2019 since the Company has sufficient Retained earnings from previous years.
The legal reserves as required by Icelandic law are required as of effective date 1 January 2016.
Non-Controlling Interests
Non-Controlling Interests ("NCI") relate to minority shares held by third parties in consolidated Group companies. The net income attributable to NCI amounted to EUR 0.1 million for the nine-month period in 2019 (30 September 2018: EUR 0.1 million).
The NCI relates to MPS France S.A.R.L., France, in which the managing director of MPS France holds an ownership percentage of 24%.
Condensed Consolidated Interim Financial Statements 30 September 2019
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22 Borrowings and lease liabilities
| 30/09 | 31/12 | |
|---|---|---|
| 2019 | 2018 | |
| Borrowings | 346.4 | 429.3 |
| Lease liabilities | 27.7 | 27.1 |
| Non-current | 374.1 | 456.4 |
| Borrowings excluding bank overdrafts | 24.8 | 24.8 |
| Lease liabilities | 8.6 | 6.7 |
| Current | 33.4 | 31.5 |
| Total borrowings and lease liabilities | 407.5 | 487.9 |
| Borrowings | 371.2 | 454.1 |
| Lease liabilities | 36.3 | 33.8 |
| Total borrowings and lease liabilities | 407.5 | 487.9 |
As of 30 September 2019, interest bearing debt amounted to EUR 415.3 million including lease liabilities (31 December 2018: EUR 502.4 million), of which for 30 September 2019 and 31 December 2018 nothing is secured against shares that Marel hf. holds in subsidiaries. Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default.
The Group loan agreements contain restrictive covenants, relating to interest cover and leverage. At 30 September 2019 and 31 December 2018 the Group complies with all restrictive covenants.
The Group has the following headroom in committed ancillary facilities:
| 30/09 | 31/12 | |
|---|---|---|
| Floating rate | 2019 | 2018 |
| Expiring within one year | - | - |
| Expiring beyond one year | 258.1 | 213.5 |
| 258.1 | 213.5 | |
| 30/09/2019 | ||
| --- | --- | --- |
| Liabilities in currency recorded in EUR | Borrowings | Capitalized finance charges |
| Liabilities in EUR | 310.6 | (5.4) |
| Liabilities in USD | 67.7 | (1.0) |
| Liabilities in other currencies | 0.7 | - |
| 379.0 | (6.4) | |
| Current maturities | (29.2) | 3.8 |
| Non-current maturities | 349.8 | (2.6) |
| 31/12/2018 | ||
| --- | --- | --- |
| Liabilities in currency recorded in EUR | Borrowings | Capitalized finance charges |
| Liabilities in EUR | 402.3 | (7.7) |
| Liabilities in USD | 65.6 | (1.3) |
| Liabilities in other currencies | 0.7 | - |
| 468.6 | (9.0) | |
| Current maturities | (30.8) | 3.7 |
| Non-current maturities | 437.8 | (5.3) |
Condensed Consolidated Interim Financial Statements 30 September 2019
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| 30/09/2019 | |||||
|---|---|---|---|---|---|
| Annual maturity of non-current borrowings | Borrowings | Capitalized finance charges | Embedded derivatives and revaluation | Lease liabilities | Total |
| Between 1 and 2 years | 29.8 | (2.4) | (0.1) | 9.7 | 37.0 |
| Between 2 and 3 years | 177.3 | (0.1) | (0.6) | 3.9 | 180.5 |
| Between 3 and 4 years | 0.7 | (0.1) | (0.1) | 4.1 | 4.6 |
| Between 4 and 5 years | 122.3 | - | - | 5.3 | 127.6 |
| After 5 years | 19.7 | - | - | 4.7 | 24.4 |
| 349.8 | (2.6) | (0.8) | 27.7 | 374.1 | |
| 31/12/2018 | |||||
| --- | --- | --- | --- | --- | --- |
| Annual maturity of non-current borrowings | Borrowings | Capitalized finance charges | Embedded derivatives and revaluation | Lease liabilities | Total |
| Between 1 and 2 years | 30.7 | (3.7) | (2.1) | 11.0 | 35.9 |
| Between 2 and 3 years | 30.7 | (1.3) | (1.0) | 3.3 | 31.7 |
| Between 3 and 4 years | 233.8 | (0.2) | (0.1) | 2.1 | 235.6 |
| Between 4 and 5 years | 122.2 | (0.1) | - | 2.6 | 124.7 |
| After 5 years | 20.4 | 0.0 | - | 8.1 | 28.5 |
| 437.8 | (5.3) | (3.2) | 27.1 | 456.4 |
23 Provisions
| Guarantee commitments | Pension commitments 1) | Other provisions | Total | |
|---|---|---|---|---|
| Balance at 1 January 2019 | 7.0 | 9.4 | 0.6 | 17.0 |
| Additions | 1.5 | 1.4 | 1.0 | 3.9 |
| Used | (0.6) | (0.3) | (0.3) | (1.2) |
| Release | (0.6) | - | (0.1) | (0.7) |
| Balance at 30 September 2019 | 7.3 | 10.5 | 1.2 | 19.0 |
| Guarantee commitments | Pension commitments 1) | Other provisions | Total | |
| --- | --- | --- | --- | --- |
| Balance at 1 January 2018 | 7.9 | 8.3 | 1.5 | 17.7 |
| Additions | 1.5 | 1.5 | 0.2 | 3.2 |
| Business combinations, note 5 | 0.3 | - | - | 0.3 |
| Used | (0.6) | (0.4) | (1.0) | (2.0) |
| Release | (2.1) | - | (0.1) | (2.2) |
| Balance at 31 December 2018 | 7.0 | 9.4 | 0.6 | 17.0 |
1) Including the provision for early retirement rights, which has increased to EUR 7.1 million 30 September 2019 (31 December 2018: EUR 6.1 million).
| 30/09 | 31/12 | |
|---|---|---|
| Analysis of total provisions | 2019 | 2018 |
| Non-current | 10.7 | 9.2 |
| Current | 8.3 | 7.8 |
| 19.0 | 17.0 |
Condensed Consolidated Interim Financial Statements 30 September 2019
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24 Trade and other payables
| 30/09 | 31/12 | |
|---|---|---|
| 2019 | 2018 | |
| Trade payables | 86.8 | 92.9 |
| Accruals | 11.3 | 10.4 |
| Personnel payables | 53.6 | 53.9 |
| Other payables | 62.6 | 62.8 |
| Total Trade and other payables | 214.3 | 220.0 |
| Less non-current portion | (3.0) | (3.0) |
| Current portion of Trade and other payables | 211.3 | 217.0 |
25 Financial instruments
Interest-rate swap
To protect Marel from fluctuations in EURIBOR-EUR-Reuters/LIBOR-BBA ("British Bankers Association") and in accordance with the interest hedge policy Marel has entered into interest rate swaps (the hedging instruments) to receive floating interest and to pay fixed interest.
This is in line with Marel's risk management policy to have 50 - 70% of core debt fixed for 3 - 5 years.
The notional principal amount of the outstanding active interest rate swap contracts at 30 September 2019 was EUR 283.8 million (31 December 2018: EUR 281.2 million).
| 30/09 2019 | Currency | Principal | Maturity | Interest % |
|---|---|---|---|---|
| Interest rate SWAP | EUR | 50.0 | 2020 | (0.1) |
| Interest rate SWAP | EUR | 35.0 | 2023 | 0.4 |
| Interest rate SWAP | EUR | 35.0 | 2023 | 0.4 |
| Interest rate SWAP | EUR | 50.0 | 2020 | (0.1) |
| Interest rate SWAP | EUR | 50.0 | 2020 | (0.1) |
| Interest rate SWAP | USD | 10.0 | 2020 | 1.3 |
| Interest rate SWAP | USD | 60.0 | 2020 | 1.6 |
| Forward starting interest rate SWAP | EUR | 80.0 | 2022 | 0.4 |
| Forward starting interest rate SWAP | EUR | 40.0 | 2022 | 0.4 |
| Forward starting interest rate SWAP | USD | 50.0 | 2022 | 2.3 |
| Embedded floor (0,00% cap on interest rates in financing agreements) | EUR | 168.0 | 2022 | 0.0 |
| FX EUR DKK interest rate SWAP (EUR fixed, DKK floating) | EUR | 0.8 | 2027 | 5.2 |
| 31/12 2018 | Currency | Principal | Maturity | Interest % |
| --- | --- | --- | --- | --- |
| Interest rate SWAP | EUR | 50.0 | 2020 | (0.1) |
| Interest rate SWAP | EUR | 35.0 | 2023 | 0.4 |
| Interest rate SWAP | EUR | 35.0 | 2023 | 0.4 |
| Interest rate SWAP | EUR | 50.0 | 2020 | (0.1) |
| Interest rate SWAP | EUR | 50.0 | 2020 | (0.1) |
| Interest rate SWAP | USD | 10.0 | 2020 | 1.3 |
| Interest rate SWAP | USD | 60.0 | 2020 | 1.6 |
| Forward starting interest rate SWAP | EUR | 80.0 | 2022 | 0.4 |
| Forward starting interest rate SWAP | EUR | 40.0 | 2022 | 0.4 |
| Forward starting interest rate SWAP | USD | 50.0 | 2022 | 2.3 |
| Embedded floor (0,00% cap on interest rates in financing agreements) | EUR | 257.5 | 2022 | 0.0 |
| FX EUR DKK interest rate SWAP (EUR fixed, DKK floating) | EUR | 0.8 | 2027 | 5.2 |
Condensed Consolidated Interim Financial Statements 30 September 2019
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26 Contingencies
Contingent liabilities
At 30 September 2019 the Group had contingent liabilities in respect of bank and other guarantees and other matters arising in the ordinary course of business from which it is anticipated that no material liabilities will arise. In the ordinary course of business the Group has given guarantees amounting to EUR 64.9 million (31 December 2018: EUR 49.0 million) to third parties.
Legal proceedings
As part of doing business and acquisitions the Group is involved in claims and litigations, under such indemnities and guarantees. These claims are pending and all are contested. Provisions are recognized when an outflow of economic benefits for settlement is probable and the amount can be estimated reliably. It should be understood that, in light of possible future developments, such as (a) potential additional lawsuits, (b) possible future settlements, and (c) rulings or judgments in pending lawsuits, certain cases may result in additional liabilities and related costs.
At this point in time, we cannot estimate any additional amount of loss or range of loss in excess of the recorded amounts with sufficient certainty to allow such amount or range of amounts to be meaningful. Moreover, if and to the extent that the contingent liabilities materialize, they are often resolved over a number of years and the timing of such payments cannot be predicted with confidence. While the outcome of said cases, claims and disputes cannot be predicted with certainty, we believe, based upon legal advice and information received, that the final outcome will not materially affect our consolidated financial position but could be material to our results of operations or cash flows in any one accounting period.
Environmental remediation
The Company and its subsidiaries are subject to environmental laws and regulations. Under these laws, the Company and/or its subsidiaries may be required to remediate the effects of certain incidents on the environment.
27 Related party transactions
At 30 September 2019 and 31 December 2018 there are no loans to the members of the Board of Directors and the CEO. In addition, there were no transactions carried out (purchases of goods and services) between the Group and members of the Board of Directors nor the CEO in the nine-month period ended 30 September 2019 and the year 2018.
Condensed Consolidated Interim Financial Statements 30 September 2019
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28 Subsequent events
Acquisition Curio Iceland
On 22 October 2019, Marel has entered into an agreement to acquire a 50% stake in Curio ehf., a highly innovative primary processing equipment provider for whitefish processing. Curio's complimentary product portfolio of deheading, filleting and skinning solutions brings Marel closer to becoming a full-line provider to the global fish industry. Curio is domiciled in Iceland and has annual revenues of around EUR 10 million.
The transaction is subject to customary closing conditions, and expected to close in the fourth quarter of 2019. Short term the acquisition is not expected to have material impact on Marel's earnings.
Acquisition Cedar Creek Company
On 23 October 2019, Marel has agreed to acquire Cedar Creek Company, an Australian provider of specialized software and hardware solutions for red meat and poultry processors. The transaction will strengthen Marel's presence in Australia and New Zealand. Cedar Creek Company has annual revenues of around EUR 3 million.
The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2019. The acquisition is not expected to have material impact on Marel's earnings.
Condensed Consolidated Interim Financial Statements 30 September 2019
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29 Quarterly results
The below table provides an overview of the quarterly Result from operations and Net result for the period as presented in the Consolidated Statement of Income:
| | 2019
Q3 | 2019
Q2 | 2019
Q1 | 2018
Q4 | 2018
Q3 |
| --- | --- | --- | --- | --- | --- |
| Revenue | 312.5 | 326.5 | 324.6 | 330.8 | 282.0 |
| Cost of sales | (193.0) | (196.3) | (199.2) | (205.2) | (171.3) |
| Gross profit | 119.5 | 130.2 | 125.4 | 125.6 | 110.7 |
| Selling and marketing expenses | (37.2) | (41.3) | (39.0) | (37.2) | (33.6) |
| Research and development expenses | (20.5) | (21.4) | (21.4) | (22.1) | (19.1) |
| General and administrative expenses | (20.2) | (20.6) | (20.1) | (25.4) | (20.4) |
| Result from operations (EBIT) | 41.6 | 46.9 | 44.9 | 40.9 | 37.6 |
| Net finance costs | (2.0) | (2.5) | (3.8) | (2.9) | (2.9) |
| Share of result of associates | 0.0 | 0.0 | - | - | - |
| Result before income tax | 39.6 | 44.4 | 41.1 | 38.0 | 34.7 |
| Income tax | (6.2) | (10.1) | (8.9) | (0.0) | (8.0) |
| Net result for the period | 33.4 | 34.3 | 32.2 | 38.0 | 26.7 |
| Result before depreciation & amortization (EBITDA) | 56.4 | 61.1 | 59.1 | 56.3 | 50.0 |
The below table provides an overview of the quarterly Adjusted result from operations, which management believes to be a relevant Non-IFRS measurement, as mentioned in note 6:
| | 2019
Q3 | 2019
Q2 | 2019
Q1 | 2018
Q4 | 2018
Q3 |
| --- | --- | --- | --- | --- | --- |
| Revenue | 312.5 | 326.5 | 324.6 | 330.8 | 282.0 |
| Cost of sales | (193.0) | (196.3) | (199.2) | (200.5) | (171.3) |
| Gross profit | 119.5 | 130.2 | 125.4 | 130.3 | 110.7 |
| Selling and marketing expenses | (35.5) | (39.7) | (37.3) | (35.6) | (32.0) |
| Research and development expenses | (19.6) | (20.4) | (20.6) | (21.2) | (18.4) |
| General and administrative expenses | (20.1) | (20.5) | (20.0) | (25.3) | (20.3) |
| Adjusted result from operations*) | 44.3 | 49.6 | 47.5 | 48.2 | 40.0 |
| PPA related costs | (2.7) | (2.7) | (2.6) | (7.3) | (2.4) |
| Result from operations (EBIT) | 41.6 | 46.9 | 44.9 | 40.9 | 37.6 |
*) Operating income adjusted for PPA costs related to acquisitions, including depreciation and amortization.
Condensed Consolidated Interim Financial Statements 30 September 2019