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Marel — Interim / Quarterly Report 2023
May 3, 2023
2191_rns_2023-05-03_78023b6b-4e2a-4ca7-abd3-60c44de30c17.pdf
Interim / Quarterly Report
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imarel
Condensed Consolidated Interim Financial Statements
31 March
2023
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
Contents Condensed Consolidated Interim Financial Statements
The Board of Directors' and CEO's Report 3
Consolidated Statement of Income 5
Consolidated Statement of Comprehensive Income 6
Consolidated Statement of Financial Position 7
Consolidated Statement of Changes in Equity 8
Consolidated Statement of Cash Flows 9
Notes to the Condensed Consolidated Interim Financial Statements 10
1 General information 10
2 Base of preparation and use of judgments and estimates 10
3 Non-IFRS measurement 11
4 Business combinations 12
5 Segment information 12
6 Revenues 14
7 Expenses by nature 14
8 Net finance costs 14
9 Income tax 14
10 Earnings per share 15
11 Property, plant and equipment 16
12 Goodwill and intangible assets 16
13 Equity 17
14 Borrowings and lease liabilities 18
15 Financial instruments 19
16 Contingencies 20
17 Related party transactions 20
18 Subsequent events 20
Appendices 21
1 Quarterly results 21
2 Definitions and abbreviations 22
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
The Board of Directors' and CEO's Report
Marel is a leading global provider of advanced solutions, software and services to food processing industries. Marel has a global reach with local presence in over 30 countries, with sales and service engineers servicing customers in over 140 countries.
The Condensed Consolidated Interim Financial Statements for the three-month period ended 31 March 2023 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 2022.
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 2022.
These Condensed Consolidated Interim Financial Statements for the three-month period ended 31 March 2023 have not been audited nor reviewed by an external auditor.
Operations in three-month period ended 31 March 2023
The consolidated revenues for Marel for the three-month period ended 31 March 2023 are EUR 447.4 million (2022: EUR 371.6 million). The adjusted result from operations for the same period is EUR 40.2 million or 9.0% of revenues (2022: EUR 31.3 million or 8.4% 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 2023 | YTD 2022 | |
|---|---|---|
| Adjusted result from operations¹ | 40.2 | 31.3 |
| Non-IFRS adjustments | (17.1) | (6.3) |
| Result from operations | 23.1 | 25.0 |
¹ Result from operations is adjusted for PPA related costs, including depreciation and amortization, and acquisition related expenses.
At 31 March 2023 the Company's order book amounted to EUR 590.4 million (at 31 December 2022: EUR 675.2 million). Orders received for the three-month period ended 31 March 2023 amounted to EUR 362.6 million (2022: EUR 421.7 million).
Net cash from operating activities during the three-month period was EUR 16.8 million (2022: EUR 28.2 million). The decrease in net cash from operating activities is mainly due to higher interest and finance costs paid.
Capital expenditures for the three-month period ended 31 March 2023 were EUR 31.4 million (2022: EUR 16.1 million), focusing on initiatives to automate and digitize our manufacturing platform, supply chain and aftermarket business. Marel will continue to invest on average 4-5% of revenues (excluding R&D) in the period 2021-2026 with the objective to create a more scalable growth platform allowing for agility and flexibility of operations and to position the business for future growth.
At 31 March 2023, net cash and cash equivalents were EUR 63.8 million (31 December 2022: EUR 75.7 million). Net interest-bearing debt increased from EUR 816.7 million at the end of 2022 to EUR 831.6 million as per 31 March 2023.
Based on the Company's 2023 Annual General Meeting resolution, a dividend of EUR 11.7 million (EUR 1.56 cents per share) was declared to the shareholders in Q1 2023 for the operational year 2022. This corresponds to approximately 20% of net result for the operational year 2022 (in Q1 2022: a dividend of EUR 38.7 million, EUR 5.12 cents per share, corresponding to 40% of net result for the year 2021, was declared and paid out to shareholders for the operational year 2021). The dividend will be fully paid in Q2 2023.
Outlook
Market conditions remain challenging resulting in elevated uncertainty. Headwinds expected to moderate in coming quarters, supported by optimization actions and general easing in supply chain and logistics, resulting in a stronger second half of the year towards the year end 2023 financial targets. Labor scarcity, inflation and rising input costs, coupled with favorable secular trends, focused on automation, robotics technology and digital solutions that support sustainable food processing, will continue to support organic growth outlook in the long term.
Marel targets a run-rate of 14-16% EBIT at year end 2023, allowing for 2% contingency buffer due to volatility in market conditions. Other 2023 financial targets are gross
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
profit of ~38-40%, SG&A of around ~18%, and innovation at the 6% strategic level.
Growth is not expected to be linear but based on opportunities and economic fluctuations. Operational results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and timing of deliveries of larger systems.
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 are prepared in accordance with IAS 34 'Interim financial reporting' and give a true and fair view of the consolidated financial performance of the Group for the three-month period ended 31 March 2023, its assets, liabilities and consolidated financial position as at 31 March 2023 and its consolidated cash flows for the three-month period ended 31 March 2023.
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 CEO of Marel hf. hereby ratify the Condensed Consolidated Interim Financial Statements of Marel hf. for the three-month period ended 31 March 2023 with their signatures.
Gardabaer, 3 May 2023
Board of Directors
| Ann Elizabeth Savage
Board Director | Arnar Thor Masson
Chairman of the Board | Astvaldur Johannsson
Board Director |
| --- | --- | --- |
| Lillie Li Valeur
Board Director | | Olafur S. Gudmundsson
Vice-Chairman |
| Svafa Grönfeldt
Board Director | | Ton van der Laan
Board Director |
Chief Executive Officer
Arni Oddur Thordarson
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
Consolidated Statement of Income
| In EUR million unless stated otherwise | Notes | YTD | YTD |
|---|---|---|---|
| 2023 | 2022 | ||
| Revenues | 3 & 5 & 6 | 447.4 | 371.6 |
| Cost of sales | 3 & 7 | (294.7) | (237.9) |
| Gross profit | 3 | 152.7 | 133.7 |
| Selling and marketing expenses | 3 & 7 | (64.4) | (54.1) |
| General and administrative expenses | 3 & 7 | (37.0) | (30.5) |
| Research and development expenses | 3 & 7 | (28.2) | (24.1) |
| Result from operations | 3 | 23.1 | 25.0 |
| Finance costs | 8 | (13.7) | (1.5) |
| Finance income | 8 | 0.8 | 4.9 |
| Net finance costs | 8 | (12.9) | 3.4 |
| Share of result of associates | (0.2) | (0.8) | |
| Result before income tax | 10.0 | 27.6 | |
| Income tax | 9 | (0.9) | (5.9) |
| Net result | 9.1 | 21.7 | |
| Of which: | |||
| - Net result attributable to Shareholders of the Company | 10 | 9.1 | 21.7 |
| - Net result attributable to non-controlling interests | - | 0.0 | |
| Earnings per share for result attributable to Shareholders of the Company during the period (expressed in EUR cent per share): | |||
| - Basic | 10 | 1.21 | 2.87 |
| - Diluted | 10 | 1.21 | 2.82 |
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
Consolidated Statement of Comprehensive Income
| In EUR million | Notes | YTD | YTD |
|---|---|---|---|
| 2023 | 2022 | ||
| Net result | 9.1 | 21.7 | |
| Items that are or may be reclassified to profit or loss: | |||
| Foreign currency translation differences | 13 | (1.4) | 5.3 |
| Cash flow hedges | 13 | 1.9 | 1.2 |
| Deferred income taxes | 13 | (0.4) | (0.3) |
| Other comprehensive income / (loss) for the period, net of tax | 0.1 | 6.2 | |
| Total comprehensive income for the period | 9.2 | 27.9 | |
| Of which: | |||
| - Total comprehensive income attributable to Shareholders of the Company | 9.2 | 27.9 | |
| - Total comprehensive income attributable to non-controlling interests | - | 0.0 |
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
Consolidated Statement of Financial Position
| In EUR million | Notes | 31/03 | 31/12 |
|---|---|---|---|
| 2023 | 2022 | ||
| Assets | |||
| Property, plant and equipment | 11 | 337.0 | 327.1 |
| Right of use assets | 39.0 | 39.8 | |
| Goodwill | 12 | 856.6 | 859.2 |
| Intangible assets | 12 | 557.5 | 562.3 |
| Investments in associates | 3.7 | 4.0 | |
| Other non-current financial assets | 3.6 | 3.7 | |
| Derivative financial instruments | 15 | 3.7 | 1.5 |
| Deferred income tax assets | 34.4 | 31.6 | |
| Non-current assets | 1,835.5 | 1,829.2 | |
| Inventories | 397.1 | 403.6 | |
| Contract assets | 6 | 80.1 | 65.8 |
| Trade receivables | 6 | 231.7 | 218.3 |
| Derivative financial instruments | 15 | 0.3 | 1.8 |
| Current income tax receivables | 3.0 | 3.0 | |
| Other receivables and prepayments | 102.7 | 99.0 | |
| Cash and cash equivalents | 63.8 | 75.7 | |
| Current assets | 878.7 | 867.2 | |
| Total assets | 2,714.2 | 2,696.4 | |
| Equity and liabilities | |||
| Share capital | 13 | 6.7 | 6.7 |
| Share premium reserve | 13 | 439.1 | 440.2 |
| Other reserves | 13 | (33.3) | (33.4) |
| Retained earnings | 13 | 614.6 | 614.6 |
| Shareholders' equity | 1,027.1 | 1,028.1 | |
| Non-controlling interests | - | - | |
| Total equity | 1,027.1 | 1,028.1 | |
| Liabilities | |||
| Borrowings | 14 | 733.4 | 729.8 |
| Lease liabilities | 14 | 31.9 | 30.3 |
| Deferred income tax liabilities | 88.4 | 90.7 | |
| Provisions | 5.8 | 6.9 | |
| Other payables | 2.5 | 7.5 | |
| Non-current liabilities | 862.0 | 865.2 | |
| Contract liabilities | 6 | 316.4 | 324.3 |
| Trade and other payables | 350.9 | 316.8 | |
| Derivative financial instruments | 15 | 2.1 | 3.5 |
| Current income tax liabilities | 14.1 | 14.2 | |
| Borrowings | 14 | 121.6 | 121.5 |
| Lease liabilities | 14 | 8.5 | 10.8 |
| Provisions | 11.5 | 12.0 | |
| Current liabilities | 825.1 | 803.1 | |
| Total liabilities | 1,687.1 | 1,668.3 | |
| Total equity and liabilities | 2,714.2 | 2,696.4 |
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
Consolidated Statement of Changes in Equity
| In EUR million | Share capital | Share premium reserve¹ | Other reserves² | Other equity | Retained earnings³ | Share-holders' equity | Non-controlling interests | Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2023 | 6.7 | 440.2 | (33.4) | - | 614.6 | 1,028.1 | - | 1,028.1 |
| Net result for the period | 9.1 | 9.1 | - | 9.1 | ||||
| Other comprehensive income | 0.1 | 0.1 | 0.1 | |||||
| Total comprehensive income for the period | - | - | 0.1 | - | 9.1 | 9.2 | - | 9.2 |
| Transactions with owners of the Company | ||||||||
| Options granted / exercised / canceled | 0.0 | (1.1) | 2.6 | 1.5 | 1.5 | |||
| Dividend | (11.7) | (11.7) | (11.7) | |||||
| 0.0 | (1.1) | 0.1 | - | 0.0 | (1.0) | - | (1.0) | |
| Balance at 31 March 2023 | 6.7 | 439.1 | (33.3) | - | 614.6 | 1,027.1 | - | 1,027.1 |
| In EUR million | Share capital | Share premium reserve¹ | Other reserves² | Other equity | Retained earnings³ | Share-holders' equity | Non-controlling interests | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at 1 January 2022 | 6.7 | 450.3 | (22.1) | (13.6) | 593.8 | 1,015.1 | 8.0 | 1,023.1 |
| Net result for the period | 21.7 | 21.7 | 0.0 | 21.7 | ||||
| Other comprehensive income | 6.5 | (0.3) | 6.2 | 6.2 | ||||
| Total comprehensive income for the period | - | - | 6.5 | (0.3) | 21.7 | 27.9 | 0.0 | 27.9 |
| Transactions with owners of the Company | ||||||||
| Treasury shares sold | 0.0 | (0.4) | (0.4) | (0.4) | ||||
| Options granted / exercised / canceled | 0.0 | 1.0 | 0.2 | 1.2 | 1.2 | |||
| Transactions with non-controlling interests | 13.9 | (0.2) | 13.7 | (7.9) | 5.8 | |||
| Dividend | (38.7) | (38.7) | (38.7) | |||||
| 0.0 | 0.6 | 6.5 | 13.6 | (17.0) | 3.7 | (7.9) | (4.2) | |
| Balance at 31 March 2022 | 6.7 | 450.9 | (15.6) | - | 576.8 | 1,018.8 | 0.1 | 1,018.9 |
| Net result for the period | 37.0 | 37.0 | (0.0) | 37.0 | ||||
| Other comprehensive income | (17.8) | - | (17.8) | (17.8) | ||||
| Total comprehensive income for the period | - | - | (17.8) | - | 37.0 | 19.2 | (0.0) | 19.2 |
| Transactions with owners of the Company | ||||||||
| Treasury shares purchased | (0.0) | (19.8) | (19.8) | (19.8) | ||||
| Treasury shares sold | 0.0 | 4.6 | 4.6 | 4.6 | ||||
| Options granted / exercised / canceled | 0.0 | 4.5 | 1.1 | 5.6 | 5.6 | |||
| Transactions with non-controlling interests | (0.3) | (0.3) | (0.1) | (0.4) | ||||
| 0.0 | (10.7) | (17.8) | - | 37.8 | 9.3 | (0.1) | 9.2 | |
| Balance at 31 December 2022 | 6.7 | 440.2 | (33.4) | - | 614.6 | 1,028.1 | - | 1,028.1 |
¹ Includes reserve for share-based payments as per 31 March 2023 of EUR 13.2 million (31 December 2022: EUR 13.3 million).
² For details on other reserves refer to note 13.
³ Includes a legal reserve for capitalized intangible assets related to product development projects as per 31 March 2023 of EUR 108.1 million (31 December 2022: EUR 102.8 million).
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
Consolidated Statement of Cash Flows
| In EUR million | Notes | YTD 2023 | YTD 2022 |
|---|---|---|---|
| Cash Flow from operating activities | |||
| Result from operations | 23.1 | 25.0 | |
| Adjustments to reconcile result from operations to net cash provided by / (used in) operating activities: | |||
| Depreciation and impairment of property, plant and equipment and right of use assets | 11 | 10.5 | 7.7 |
| Amortization and impairment of intangible assets | 12 | 12.7 | 8.9 |
| Adjustments for other non-cash income and expenses | 2.5 | 1.2 | |
| Working capital provided by / (used in) operating activities | 48.8 | 42.8 | |
| Changes in: | |||
| Inventories and contract assets and liabilities | (23.1) | 7.1 | |
| Trade and other receivables | (11.4) | (37.1) | |
| Trade and other payables | 21.5 | 19.5 | |
| Provisions | (1.5) | 0.4 | |
| Changes in operating assets and liabilities | (14.5) | (10.1) | |
| Cash generated from operating activities | 34.3 | 32.7 | |
| Income taxes paid | (6.5) | (5.0) | |
| Interest received | 0.8 | 0.6 | |
| Interest paid | (11.8) | (0.1) | |
| Net cash from operating activities | 16.8 | 28.2 | |
| Cash Flow from investing activities | |||
| Purchase of property, plant and equipment | 11 | (17.7) | (6.3) |
| Investments in intangibles | 12 | (10.7) | (7.1) |
| Proceeds from sale of non-current assets | 11 | 0.3 | 0.3 |
| Acquisition of subsidiaries, net of cash acquired | 4 | (3.7) | - |
| Net cash provided by / (used in) investing activities | (31.8) | (13.1) | |
| Cash Flow from financing activities | |||
| Options exercised | (1.1) | 0.3 | |
| Dividends paid | 13 | - | (38.7) |
| Proceeds from borrowings | 14 | 10.0 | 65.0 |
| Repayments of borrowings | 14 | (0.4) | (40.0) |
| Payments of lease liabilities | 14 | (3.3) | (3.3) |
| Acquisition of non-controlling interests | - | (15.9) | |
| Net cash provided by / (used in) financing activities | 5.2 | (32.6) | |
| Net increase / (decrease) in cash and cash equivalents | (9.8) | (17.5) | |
| Exchange gain / (loss) on cash and cash equivalents | (2.1) | 4.0 | |
| Cash and cash equivalents at beginning of the period | 75.7 | 77.1 | |
| Cash and cash equivalents at end of the period | 63.8 | 63.6 |
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
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, Gardabaer.
The Condensed Consolidated Interim Financial Statements of the Company as at and for the three-month period ended 31 March 2023 comprise the Company and its subsidiaries (together referred to as "the Group" or "Marel").
The Group is a leading global provider of advanced solutions, software and services to food processing industries and is involved in the manufacturing, development, distribution and sales of solutions for these industries.
These Condensed Consolidated Interim Financial Statements for the three-month period ended 31 March 2023 have not been audited nor reviewed by an external auditor.
These Condensed Consolidated Interim Financial Statements have been approved for issue by the Board of Directors and CEO on 3 May 2023.
The Company is listed on the Nasdaq Iceland ("Nasdaq") and on Euronext Amsterdam ("Euronext") exchanges.
2 Base of preparation and use of judgments and estimates
Base of preparation
These Condensed Consolidated Interim Financial Statements of the Company and its subsidiaries are for the three-month period ended 31 March 2023 and have been prepared in accordance with IAS 34 'Interim financial reporting' 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 2022. The Consolidated Financial Statements for the Group for the year ended 31 December 2022 are available upon request from the Company's registered office at Austurhraun 9, Gardabaer, 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.
The Condensed Consolidated Interim Financial Statements have been prepared under the historical cost convention, except for the revaluation of financial assets classified as 'fair value through other comprehensive income' or 'fair value through profit or loss', as well as derivative financial instruments, which are reported in accordance with the accounting policies set out in note 2 of the Group's Annual Consolidated Financial Statements for the year ended 31 December 2022.
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.
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 2022, except for the estimation of income tax which is described in note 9. The accounting policies have been applied consistently for all periods presented in these Condensed Consolidated Interim Financial Statements.
A number of new and amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these new and amended standards.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
Use of judgments and estimates
In preparing these Condensed Consolidated Interim Financial Statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those described in the Group's Annual Consolidated Financial Statements for the year ended 31 December 2022.
3 Non-IFRS measurement
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. The non-IFRS measures are not meant to be considered in isolation or as a substitute for comparable IFRS measures and should be read only in conjunction with our Condensed Consolidated Interim Financial Statements prepared in accordance with IFRS.
Management has presented adjusted result from operations ("adjusted EBIT"), result from operations before depreciation and amortization ("EBITDA") and adjusted result from operations before depreciation and amortization ("adjusted EBITDA") as performance measures because it monitors these performance measures at a consolidated level and believes that these measures are relevant to understanding the Group's financial performance.
Adjusted EBIT is calculated by adjusting result from operations ("EBIT") to exclude the impact of PPA related costs (consisting of depreciation and amortization of acquisition related (in)tangible assets) and acquisition related expenses. The reconciliation of adjusted EBIT to the most directly comparable IFRS measure EBIT, is included in the following table.
| Non-IFRS | Non-IFRS | Non-IFRS | ||||
|---|---|---|---|---|---|---|
| As reported | adjustments | measures | As reported | adjustments | measures | |
| YTD 2023 | YTD 2023 | YTD 2023 | YTD 2022 | YTD 2022 | YTD 2022 | |
| Revenues | 447.4 | - | 447.4 | 371.6 | - | 371.6 |
| Cost of sales | (294.7) | 8.5 | (286.2) | (237.9) | 0.3 | (237.6) |
| Gross profit | 152.7 | 8.5 | 161.2 | 133.7 | 0.3 | 134.0 |
| Selling and marketing expenses | (64.4) | 4.3 | (60.1) | (54.1) | 2.8 | (51.3) |
| General and administrative expenses | (37.0) | 2.2 | (34.8) | (30.5) | 1.9 | (28.6) |
| Research and development expenses | (28.2) | 2.1 | (26.1) | (24.1) | 1.3 | (22.8) |
| Adjusted EBIT | 17.1 | 40.2 | 6.3 | 31.3 | ||
| Non-IFRS adjustments | (17.1) | (17.1) | (6.3) | (6.3) | ||
| EBIT | 23.1 | - | 23.1 | 25.0 | - | 25.0 |
The non-IFRS adjustments to the result from operations includes the following:
| YTD 2023 | YTD 2022 | YTD 2023 | YTD 2022 | ||
|---|---|---|---|---|---|
| PPA related charges | 15.0 | 4.5 | EBIT | 23.1 | 25.0 |
| Acquisition related expenses | 2.1 | 1.8 | Depreciation, amortization and impairment | 23.2 | 16.6 |
| Total non-IFRS adjustments | 17.1 | 6.3 | EBITDA | 46.3 | 41.6 |
| The reconciliation of EBITDA and adjusted EBITDA to the most directly comparable IFRS measurement EBIT, for the period indicated is included in the table below. | Non-IFRS adjustments | 10.2 | 2.1 | ||
| Adjusted EBITDA | 56.5 | 43.7 |
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
4 Business combinations
Wenger
As part of the acquisition of Wenger Manufacturing LLC ("Wenger") in 2022, Marel donated USD 4.0 million (EUR 3.7 million) founding the Wenger Marel Charitable Fund in Q1 2023. The purpose of the Charitable Fund is to support the greater Sabetha community in sustainable development and community investments in the areas of 1) reading and STEM education, 2) food, nutrition and water, and 3) community support.
5 Segment information
Operating segments
The identified operating segments comprise the four core industries, which are the reportable segments. These operating segments form the basis for managerial decision taking.
Following the acquisition of Wenger, a new operating segment plant, pet and feed was added to Marel's segment reporting alongside the poultry, meat and fish segments. As of Q3 2022, the revenues, results from operations and assets of Wenger were reported into the segment plant, pet and feed, which also included revenues that were historically reported under the other segment.
The following summary describes the operations in each of the Group's reportable segments:
- Poultry processing: Our poultry full-line product range offers integrated systems, software and services for processing broilers, turkeys and ducks;
- Meat processing: Our meat industry is a full-line supplier for primary, secondary and further processing equipment, systems, software and services of pork, beef, veal and sheep;
- Fish processing: Marel provides advanced equipment, systems, software and services for processing salmon and whitefish, both farmed and wild, on-board and ashore;
- Plant, pet and feed: The plant, pet and feed industry provides solutions and services to the pet food, plant-based protein and aqua feed markets.
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 general economic developments, 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 and are not allocated to the operating segments. The profit or loss per operating segment is the adjusted result from operations; finance costs, taxes and results of associates 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.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
| 31 March 2023 | Poultry | Meat | Fish | Plant, pet and feed | Other | Total |
|---|---|---|---|---|---|---|
| Revenues | 227.8 | 111.6 | 47.4 | 54.6 | 6.0 | 447.4 |
| Adjusted result from operations | 35.1 | 0.8 | (3.5) | 7.6 | 0.2 | 40.2 |
| PPA related charges | (0.1) | (3.6) | (0.4) | (10.7) | (0.2) | (15.0) |
| Acquisition related expenses | (2.1) | |||||
| Result from operations | 23.1 | |||||
| Net finance costs | (12.9) | |||||
| Share of result of associates | (0.2) | |||||
| Result before income tax | 10.0 | |||||
| Income tax | (0.9) | |||||
| Net result for the period | 9.1 | |||||
| Assets excluding cash and cash equivalents | 933.9 | 868.1 | 256.8 | 559.5 | 32.1 | 2,650.4 |
| Capital expenditures | 17.2 | 7.3 | 5.2 | 1.6 | 0.1 | 31.4 |
| Depreciation and amortization | (7.1) | (8.0) | (2.6) | (4.0) | (0.6) | (22.3) |
| Impairment | (0.5) | (0.3) | (0.1) | - | - | (0.9) |
| 31 March 2022 | Poultry | Meat | Fish | Plant, pet and feed | Other | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Revenues | 188.6 | 125.9 | 43.6 | - | 13.5 | 371.6 |
| Adjusted result from operations | 22.7 | 8.4 | (1.0) | - | 1.2 | 31.3 |
| PPA related charges | (0.1) | (3.4) | (0.8) | - | (0.2) | (4.5) |
| Acquisition related expenses | (1.8) | |||||
| Result from operations | 25.0 | |||||
| Net finance costs | 3.4 | |||||
| Share of result of associates | (0.8) | |||||
| Result before income tax | 27.6 | |||||
| Income tax | (5.9) | |||||
| Net result for the period | 21.7 | |||||
| Assets excluding cash and cash equivalents | 849.6 | 867.3 | 232.8 | - | 57.9 | 2,007.6 |
| Capital expenditures | 8.6 | 5.8 | 1.1 | - | 0.6 | 16.1 |
| Depreciation and amortization | (6.2) | (8.0) | (1.8) | - | (0.6) | (16.6) |
Geographical information
The Group's operating segments operate in three main geographical areas, although they are managed on a global basis. The Group is domiciled in Iceland.
| Assets excluding cash and cash equivalents | 31/03 2023 | 31/12 2022 |
|---|---|---|
| Europe, Middle East and Africa1 | 1,819.3 | 1,785.8 |
| Americas | 798.0 | 801.3 |
| Asia and Oceania | 33.1 | 33.6 |
| Total | 2,650.4 | 2,620.7 |
1 Iceland accounts for EUR 283.7 million (31 December 2022: EUR 278.2 million).
Total assets exclude the Group's cash pool which the Group manages at a corporate level. Capital expenditures include investments in property, plant and equipment, right of use assets and intangible assets (including capitalized technology and development costs, refer to note 12).
| YTD | YTD | |
|---|---|---|
| Capital expenditure | 2023 | 2022 |
| Europe, Middle East and Africa1 | 29.4 | 14.1 |
| Americas | 1.9 | 1.8 |
| Asia and Oceania | 0.1 | 0.2 |
| Total | 31.4 | 16.1 |
1 Iceland accounts for EUR 4.1 million (2022: EUR 2.9 million).
Cash capital expenditures are made up of capital expenditures excluding the investments in right of use assets. Cash capital expenditures for the three-month period ended 31 March 2023 amount to EUR 28.4 million (2022: EUR 13.4 million).
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
6 Revenues
Revenues
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 where the customer is located):
| Revenue by geographical markets | YTD 2023 | YTD 2022 |
|---|---|---|
| Europe, Middle East and Africa^{1} | 223.3 | 189.1 |
| Americas | 177.5 | 139.1 |
| Asia and Oceania | 46.6 | 43.4 |
| Total | 447.4 | 371.6 |
1 Iceland accounts for EUR 3.8 million (2022: EUR 4.6 million).
In the following table, revenue is disaggregated by equipment revenue (comprised of revenue from greenfield and large projects, standard equipment and modernization equipment) and aftermarket revenue (comprised of maintenance, service and spare parts):
| YTD | YTD | |
|---|---|---|
| Revenue by business mix | 2023 | 2022 |
| Equipment revenue | 256.2 | 222.4 |
| Aftermarket revenue | 191.2 | 149.2 |
| Total | 447.4 | 371.6 |
Trade receivables and contract balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.
| Trade receivables and contract balances | 31/03 2023 | 31/12 2022 |
|---|---|---|
| Trade receivables | 231.7 | 218.3 |
| Contract assets | 80.1 | 65.8 |
| Contract liabilities | (316.4) | (324.3) |
No information is provided about remaining performance obligations at 31 March 2023 that have an original expected duration of one year or less, as allowed by IFRS 15 'Revenue from Contracts with Customers'.
7 Expenses by nature
| YTD | YTD | |
|---|---|---|
| Expenses by nature | 2023 | 2022 |
| Cost of goods sold | 165.7 | 130.8 |
| Employee benefits | 175.8 | 153.8 |
| Other personnel expenses | 9.1 | 6.7 |
| Depreciation, amortization and impairment | 23.2 | 16.6 |
| Other^{1} | 50.5 | 38.7 |
| Total | 424.3 | 346.6 |
1 Other expenses include mainly consultancy, IT, maintenance, marketing, outsourcing services, travel and utilities.
8 Net finance costs
| YTD | YTD | |
|---|---|---|
| Net finance costs | 2023 | 2022 |
| Finance costs: | ||
| Interest on borrowings | (11.9) | (0.8) |
| Interest on leases | (0.3) | (0.2) |
| Other finance expenses | (1.5) | (0.5) |
| Subtotal finance costs | (13.7) | (1.5) |
| Finance income: | ||
| Interest income | 0.5 | 0.5 |
| Net foreign exchange gain | 0.3 | 4.4 |
| Subtotal finance income | 0.8 | 4.9 |
| Total | (12.9) | 3.4 |
9 Income tax
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 Condensed Consolidated Interim Financial Statements may differ from the effective tax rate for the Annual Consolidated 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.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
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 next table.
| Reconciliation of applicable to effective income tax | YTD | YTD | ||
|---|---|---|---|---|
| 2023 | % | 2022 | % | |
| Result before income tax | 10.0 | 27.6 | ||
| Income tax using Icelandic rate | (2.0) | 20.0 | (5.5) | 20.0 |
| Effect of tax rates in other jurisdictions | (0.6) | 6.0 | (1.9) | 6.8 |
| Weighted average applicable tax | (2.6) | 26.0 | (7.4) | 26.8 |
| Foreign exchange effect Iceland | 0.3 | (3.0) | 0.4 | (1.4) |
| Research and development tax incentives | 1.7 | (17.0) | 1.9 | (6.9) |
| Other permanent differences | (0.2) | 2.0 | (0.3) | 1.1 |
| (Impairment)/reversal of tax losses | (0.3) | 3.0 | (0.2) | 0.7 |
| Effect of changes in tax rates | - | - | (0.3) | 1.1 |
| Others | 0.2 | (2.0) | 0.0 | (0.0) |
| Tax charge included in the Consolidated Statement of Income | (0.9) | 9.0 | (5.9) | 21.4 |
10 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
2023 | YTD
2022 |
| --- | --- | --- |
| Net result attributable to Shareholders
(EUR millions) | 9.1 | 21.7 |
| Weighted average number of
outstanding shares issued (millions) | 752.9 | 755.9 |
| Basic earnings per share (EUR cent
per share) | 1.21 | 2.87 |
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 as above 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 per share) | YTD
2023 | YTD
2022 |
| --- | --- | --- |
| Net result attributable to Shareholders
(EUR millions) | 9.1 | 21.7 |
| Weighted average number of
outstanding shares issued (millions) | 752.9 | 755.9 |
| Adjustments for stock options (millions) | 1.4 | 13.1 |
| Weighted average number of
outstanding shares for diluted earnings
per share (millions) | 754.3 | 769.0 |
| Diluted earnings per share (EUR cent
per share) | 1.21 | 2.82 |
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
11 Property, plant and equipment
| Land & buildings | Plant & machinery | Vehicles & equipment | Under construction | Total | |
|---|---|---|---|---|---|
| At 1 January 2023 | |||||
| Cost | 293.1 | 178.0 | 73.3 | 29.2 | 573.6 |
| Accumulated depreciation | (87.6) | (103.2) | (55.7) | - | (246.5) |
| Net book value | 205.5 | 74.8 | 17.6 | 29.2 | 327.1 |
| Three months ended 31 March 2023 | |||||
| Opening net book value | 205.5 | 74.8 | 17.6 | 29.2 | 327.1 |
| Divestments | (0.1) | (0.1) | (0.1) | - | (0.3) |
| Effect of movements in exchange rates | (0.1) | (0.4) | (0.0) | (0.0) | (0.5) |
| Additions | 0.5 | 1.6 | 0.9 | 14.7 | 17.7 |
| Transfer between categories | 1.5 | 2.3 | 0.3 | (4.1) | - |
| Depreciation | (2.6) | (3.2) | (1.2) | - | (7.0) |
| Closing net book value | 204.7 | 75.0 | 17.5 | 39.8 | 337.0 |
| At 31 March 2023 | |||||
| Cost | 294.2 | 180.6 | 74.3 | 39.8 | 588.9 |
| Accumulated depreciation | (89.5) | (105.6) | (56.8) | - | (251.9) |
| Net book value | 204.7 | 75.0 | 17.5 | 39.8 | 337.0 |
12 Goodwill and intangible assets
| Goodwill | Technology & development costs | Customer relations, patents & trademarks | Other intangibles | Total intangible assets | |
|---|---|---|---|---|---|
| At 1 January 2023 | |||||
| Cost | 859.2 | 469.4 | 388.0 | 101.7 | 959.1 |
| Accumulated amortization | - | (211.8) | (104.1) | (80.9) | (396.8) |
| Net book value | 859.2 | 257.6 | 283.9 | 20.8 | 562.3 |
| Three months ended 31 March 2023 | |||||
| Opening net book value | 859.2 | 257.6 | 283.9 | 20.8 | 562.3 |
| Effect of movements in exchange rates | (2.6) | (1.2) | (1.6) | (0.0) | (2.8) |
| Additions | - | 8.8 | - | 1.9 | 10.7 |
| Impairment charge | - | - | - | (0.9) | (0.9) |
| Amortization | - | (5.4) | (4.7) | (1.7) | (11.8) |
| Closing net book value | 856.6 | 259.8 | 277.6 | 20.1 | 557.5 |
| At 31 March 2023 | |||||
| Cost | 856.6 | 476.7 | 385.8 | 103.7 | 966.2 |
| Accumulated amortization | - | (216.9) | (108.2) | (83.6) | (408.7) |
| Net book value | 856.6 | 259.8 | 277.6 | 20.1 | 557.5 |
Impairment testing
The Group tested at the end of 2022 whether goodwill and capitalized development costs had suffered any impairment. The conclusion was there were no triggers indicating that impairment was necessary. At 31 March 2023, there is no reason to deviate from the conclusions taken at year end.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
13 Equity
| Share capital | Ordinary shares (thousands) | Treasury shares (thousands) | Outstanding number of shares (thousands) |
|---|---|---|---|
| At 1 January 2023 | 771,008 | (18,293) | 752,715 |
| Treasury shares - sold | - | 385 | 385 |
| At 31 March 2023 | 771,008 | (17,908) | 753,100 |
| 100.00% | 2.32% | 97.68% | |
| 31/03 | 31/12 | ||
| --- | --- | --- | |
| Class of share capital | 2023 | 2022 | |
| Nominal value | 6.7 | 6.7 | |
| Share premium reserve | 425.9 | 426.9 | |
| Reserve for share-based payments | 13.2 | 13.3 | |
| Total share premium reserve | 439.1 | 440.2 |
Dividends
In March 2023, a dividend of EUR 11.7 million (EUR 1.56 cents per share) was declared to the shareholders for the operational year 2022. This corresponds to approximately 20% of net result for the operational year 2022 (in Q1 2022, a dividend of EUR 38.7 million (EUR 5.12 cents per share) was declared and paid for the operational year 2021). The dividend will be fully paid in Q2 2023, and is reported as other payable at 31 March 2023.
Other reserves
Other reserves in shareholder's equity include the following reserves:
| Other reserves | Hedge reserve | Translation reserve | Total other reserves |
|---|---|---|---|
| Balance at 1 January 2023 | (0.0) | (33.4) | (33.4) |
| Total other comprehensive income | 1.5 | (1.4) | 0.1 |
| Balance at 31 March 2023 | 1.5 | (34.8) | (33.3) |
Limitation in the distribution of Shareholders' equity
As at 31 March 2023, 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 108.1 million as at 31 March 2023 (31 December 2022: EUR 102.8 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 provision of the Icelandic Financial Statement Act No. 3/2006 does not prevent Marel from making dividend payments to its shareholders as the Company has sufficient retained earnings from previous years.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
14 Borrowings and lease liabilities
| 31/03 | 31/12 | |
|---|---|---|
| Borrowings and lease liabilities | 2023 | 2022 |
| Borrowings | 733.4 | 729.8 |
| Lease liabilities | 31.9 | 30.3 |
| Non-current | 765.3 | 760.1 |
| Borrowings | 121.6 | 121.5 |
| Lease liabilities | 8.5 | 10.8 |
| Current | 130.1 | 132.3 |
| Total | 895.4 | 892.4 |
| Borrowings | 855.0 | 851.3 |
| Lease liabilities | 40.4 | 41.1 |
| Total | 895.4 | 892.4 |
The Group loan agreements contain restrictive covenants, relating to interest cover and leverage. At 31 March 2023 and 31 December 2022 the Group complies with all restrictive covenants.
The Group has the following headroom in committed facilities:
| 31/03 | 31/12 | |
|---|---|---|
| Available headroom | 2023 | 2022 |
| Expiring within one year | - | - |
| Expiring beyond one year | 241.3 | 243.8 |
| Total | 241.3 | 243.8 |
Borrowings and lease liabilities in currency recorded in EUR at 31 March 2023
Liabilities in EUR
Liabilities in USD
Liabilities in other currencies
Total
Current maturities
Non-current maturities
| Capitalized | |||
|---|---|---|---|
| Borrowings | finance charges | Lease liabilities | Total |
| 520.0 | (1.0) | 14.0 | 533.0 |
| 336.5 | (1.4) | 9.0 | 344.1 |
| 0.9 | - | 17.4 | 18.3 |
| 857.4 | (2.4) | 40.4 | 895.4 |
| (123.1) | 1.5 | (8.5) | (130.1) |
| 734.3 | (0.9) | 31.9 | 765.3 |
Borrowings and lease liabilities in currency recorded in EUR at 31 December 2022
Liabilities in EUR
Liabilities in USD
Liabilities in other currencies
Total
Current maturities
Non-current maturities
| Capitalized | |||
|---|---|---|---|
| Borrowings | finance charges | Lease liabilities | Total |
| 510.1 | (1.3) | 14.0 | 522.8 |
| 343.0 | (1.4) | 8.9 | 350.5 |
| 0.9 | - | 18.2 | 19.1 |
| 854.0 | (2.7) | 41.1 | 892.4 |
| (123.2) | 1.7 | (10.8) | (132.3) |
| 730.8 | (1.0) | 30.3 | 760.1 |
Annual maturity of non-current borrowings and lease liabilities at 31 March 2023
Between 1 and 2 years
Between 2 and 3 years
Between 3 and 4 years
Between 4 and 5 years
After 5 years
Total
| Capitalized | |||
|---|---|---|---|
| Borrowings | finance charges | Lease liabilities | Total |
| 430.6 | (0.5) | 10.8 | 440.9 |
| 303.7 | (0.4) | 6.9 | 310.2 |
| - | - | 4.4 | 4.4 |
| - | - | 5.4 | 5.4 |
| - | - | 4.4 | 4.4 |
| 734.3 | (0.9) | 31.9 | 765.3 |
Annual maturity of non-current borrowings and lease liabilities at 31 December 2022
Between 1 and 2 years
Between 2 and 3 years
Between 3 and 4 years
Between 4 and 5 years
After 5 years
Total
| Capitalized | |||
|---|---|---|---|
| Borrowings | finance charges | Lease liabilities | Total |
| 1.7 | (0.6) | 10.4 | 11.5 |
| 722.8 | (0.4) | 6.5 | 728.9 |
| 1.3 | - | 4.0 | 5.3 |
| 1.1 | - | 4.9 | 6.0 |
| 3.9 | - | 4.5 | 8.4 |
| 730.8 | (1.0) | 30.3 | 760.1 |
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
15 Financial instruments
| Fair value of financial assets and liabilities | Carrying amount | Fair value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| At 31 March 2023 | |||||
| Cash and cash equivalents | 63.8 | 63.8 | - | - | - |
| Trade receivables, other receivables and prepayments | 334.4 | 334.4 | - | - | - |
| Other non-current financial assets | 3.6 | 3.6 | - | - | 3.6 |
| Interest rate swaps | 4.0 | 4.0 | - | 4.0 | - |
| Subtotal financial assets | 405.8 | 405.8 | - | 4.0 | 3.6 |
| Forward exchange contracts | (2.1) | (2.1) | - | (2.1) | - |
| Borrowings | (855.0) | (855.0) | - | - | - |
| Trade and other payables | (353.4) | (353.4) | - | - | - |
| Subtotal financial liabilities | (1,210.5) | (1,210.5) | - | (2.1) | - |
| Total | (804.7) | (804.7) | - | 1.9 | 3.6 |
| Fair value of financial assets and liabilities | Carrying amount | Fair value | Level 1 | Level 2 | Level 3 |
| At 31 December 2022 | |||||
| Cash and cash equivalents | 75.7 | 75.7 | - | - | - |
| Trade receivables, other receivables and prepayments | 317.3 | 317.3 | - | - | - |
| Other non-current financial assets | 3.7 | 3.7 | - | - | 3.7 |
| Interest rate swaps | 3.3 | 3.3 | - | 3.3 | - |
| Subtotal financial assets | 400.0 | 400.0 | - | 3.3 | 3.7 |
| Forward exchange contracts | (3.5) | (3.5) | - | (3.5) | - |
| Borrowings | (851.3) | (851.3) | - | - | - |
| Trade and other payables | (324.3) | (324.3) | - | - | - |
| Subtotal financial liabilities | (1,179.1) | (1,179.1) | - | (3.5) | - |
| Total | (779.1) | (779.1) | - | (0.2) | 3.7 |
The tables above show the carrying amounts and the estimated fair values of financial assets and liabilities, including their levels in the fair value hierarchy.
The carrying amount of cash and cash equivalents, trade receivables, other receivables and prepayments, trade and other payables approximate their fair values because of the short-term nature of these instruments. The fair value of borrowings approximate their carrying amount based on the nature of these borrowings (including maturity and interest conditions).
During the year there were no material transfers between individual levels of the fair value hierarchy.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
16 Contingencies
Contingent liabilities
At 31 March 2023 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 44.6 million (31 December 2022: EUR 54.3 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, Marel 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.
17 Related party transactions
At 31 March 2023 and 31 December 2022 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 three-month period ended 31 March 2023 and 2022.
18 Subsequent events
Acquisition of E+V Technology
On 4 April 2023, Marel announced an asset purchase agreement to acquire 100% of operating assets related to E+V Technology, a global provider of advanced vision systems for the meat and poultry industries. E+V Technology was founded in 1992, has 19 employees and annual revenues are around EUR 5 million. The company is headquartered in Oranienburg, Germany.
The total investment for the asset purchase amounts to EUR 10.0 million, of which EUR 8.0 million was paid in Q2 2023 at closing of the deal and the remaining EUR 2.0 million will be paid in one year subject to certain conditions.
In accordance with IFRS 3 'business combinations' the purchase price of E+V Technology will be allocated to identifiable assets and liabilities acquired. Due to the short timeframe between closing of the acquisition and issuance of the Condensed Consolidated Interim Financial Statements, this has not been completed and as such the allocation of the purchase price to acquired assets and liabilities assumed is not disclosed.
No other significant events have taken place since the reporting date, 31 March 2023.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
Appendices
1 Quarterly results
| | 2023
Q1 | 2022
Q4 | 2022
Q3 | 2022
Q2 | 2022
Q1 |
| --- | --- | --- | --- | --- | --- |
| Revenues | 447.4 | 489.2 | 450.6 | 397.3 | 371.6 |
| Cost of sales | (294.7) | (325.1) | (301.9) | (265.5) | (237.9) |
| Gross profit | 152.7 | 164.1 | 148.7 | 131.8 | 133.7 |
| Selling and marketing expenses | (64.4) | (60.0) | (63.5) | (58.6) | (54.1) |
| General and administrative expenses | (37.0) | (38.2) | (36.9) | (33.6) | (30.5) |
| Research and development expenses | (28.2) | (27.8) | (29.2) | (24.8) | (24.1) |
| Result from operations (EBIT) | 23.1 | 38.1 | 19.1 | 14.8 | 25.0 |
| Net finance costs | (12.9) | (15.6) | 1.1 | (1.9) | 3.4 |
| Share of result of associates | (0.2) | (0.2) | (0.1) | (0.8) | (0.8) |
| Impairment loss of associates | - | - | (7.0) | - | - |
| Result before income tax | 10.0 | 22.3 | 13.1 | 12.1 | 27.6 |
| Income tax | (0.9) | (3.8) | (4.2) | (2.5) | (5.9) |
| Net result for the period | 9.1 | 18.5 | 8.9 | 9.6 | 21.7 |
| Result from operations before depreciation & amortization (EBITDA) | 46.3 | 62.9 | 40.7 | 33.4 | 41.6 |
The below table provides an overview of the quarterly adjusted result from operations and adjusted result from operations before depreciation & amortization, which management believes to be a relevant Non-IFRS measurement, as mentioned in note 3.
| | 2023
Q1 | 2022
Q4 | 2022
Q3 | 2022
Q2 | 2022
Q1 |
| --- | --- | --- | --- | --- | --- |
| Revenues | 447.4 | 489.2 | 450.6 | 397.3 | 371.6 |
| Cost of sales | (286.2) | (313.4) | (288.6) | (264.2) | (237.6) |
| Gross profit | 161.2 | 175.8 | 162.0 | 133.1 | 134.0 |
| Selling and marketing expenses | (60.1) | (54.3) | (57.0) | (55.3) | (51.3) |
| General and administrative expenses | (34.8) | (35.6) | (32.2) | (29.7) | (28.6) |
| Research and development expenses | (26.1) | (25.0) | (26.6) | (23.1) | (22.8) |
| Adjusted result from operations¹ | 40.2 | 60.9 | 46.2 | 25.0 | 31.3 |
| Non-IFRS adjustments | (17.1) | (22.8) | (27.1) | (10.2) | (6.3) |
| Result from operations (EBIT) | 23.1 | 38.1 | 19.1 | 14.8 | 25.0 |
| Adjusted result from operations before depreciation & amortization (EBITDA) | 56.5 | 77.9 | 61.3 | 38.5 | 43.7 |
¹ Result from operations is adjusted for PPA related costs, including depreciation and amortization and acquisition related expenses. In Q3 and Q4 2022, result from operations is adjusted for restructuring costs due to the 5% headcount reduction.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 31 MARCH 2023
2 Definitions and abbreviations
EBIT
Earnings before interest and tax
EBITDA
Earnings before interest, tax, depreciation and amortization
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards
PPA
Purchase Price Allocation
STEM
Science, Technology, Engineering and Mathematics
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