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Marel — Interim / Quarterly Report 2024
Jul 24, 2024
2191_rns_2024-07-24_628d8937-50c0-442f-b08f-6e97a09fe391.pdf
Interim / Quarterly Report
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iMareI
Condensed Consolidated Interim Financial Statements
- 30 June 2024

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
Contents
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 Consolidated Financial Statements 10
1 General information 10
2 Base of preparation and use of judgments and estimates 10
3 Non-IFRS measurement 11
4 Segment information 12
5 Revenues 14
6 Expenses by nature 14
7 Net finance costs 14
8 Income tax 14
9 Earnings per share 15
10 Property, plant and equipment 16
11 Goodwill and intangible assets 16
12 Equity 17
13 Borrowings and lease liabilities 17
14 Financial instruments and risks 19
15 Contingencies 20
16 Related party transactions 20
17 Subsequent events 20
Appendices 21
1 Quarterly results 21
2 Definitions and abbreviations 22
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
The Board of Directors' and CEO's Report
Marel is a leading global provider of advanced processing equipment, systems, software and services to the food processing industry. 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 Financial Statements for the three and six-month period ended 30 June 2024 comprise the financial statements of Marel hf. ("the Company") and its subsidiaries (together "the Group" or "Marel"). The Condensed Consolidated 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 2023.
The Condensed Consolidated 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 2023.
These Condensed Consolidated Financial Statements for the three and six-month period ended 30 June 2024 have not been audited nor reviewed by an external auditor.
Operations in six-month period ended 30 June 2024
The consolidated revenues for Marel for the six-month period ended 30 June 2024 are EUR 827.8 million (2023: EUR 869.8 million). The adjusted result from operations for the same period is EUR 70.5 million or 8.5% of revenues (2023: EUR 74.0 million or 8.5% 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 2024 | YTD 2023 | |
|---|---|---|
| Adjusted result from operations¹ | 70.5 | 74.0 |
| Non-IFRS adjustments | (35.1) | (33.8) |
| Result from operations | 35.4 | 40.2 |
¹ Result from operations is adjusted for PPA related costs, including depreciation and amortization, acquisition related expenses and restructuring costs. In Q1 2024, result from operations is also adjusted for one-off write-offs within "Other".
At 30 June 2024 the Company's order book amounted to EUR 538.5 million (at 31 December 2023: EUR 580.1 million). Orders received for the six-month period ended 30 June 2024 amounted to EUR 786.2 million (2023: EUR 769.1 million).
Net cash from operating activities during the six-month period was EUR -19.8 million (2023: EUR 21.7 million). The decrease in net cash from operating activities is primarily due to lower results from operations and unfavorable movements in working capital.
Capital expenditures for the six-month period ended 30 June 2024 were EUR 29.1 million (2023: EUR 60.5 million). After a period of elevated investments, cash capital expenditures excluding R&D investments are below a normalized level of 2-3% due to focus on cash flow after a period of elevated cash capital expenditures levels into strategic investments in prior years.
At 30 June 2024, net cash and cash equivalents were EUR 29.7 million (31 December 2023: EUR 69.9 million). Net interest-bearing debt increased from EUR 790.9 million at the end of 2023 to EUR 854.1 million as per 30 June 2024.
Based on the Company's 2024 Annual General Meeting resolution, a dividend of EUR 6.2 million (EUR 0.82 cents per share) was declared and paid out to the shareholders in 2024 for the operational year 2023. This corresponds to approximately 20% of net result for the operational year 2023 (in Q1 2023: a dividend of EUR 11.7 million, EUR 1.56 cents per share, corresponding to 20% of net result for the year 2022, was declared and paid out to shareholders for the operational year 2022). The dividend was fully paid in Q2 2024.
JBT proposal
On June 24, 2024, a voluntary takeover offer (the "Offer") was launched by JBT for all of the issued and outstanding shares of Marel hf. ("Marel"), providing our shareholders until September 2, 2024 to tender the shares, unless such offer period is extended in accordance with the terms of the Transaction Agreement and applicable laws. On August 8, 2024, JBT will hold a special meeting of its stockholders to, among other things, vote on a proposal to approve the issuance of newly and validly issued, fully paid and non-assessable shares of the Company's common stock (the "JBT Offer Shares") to Marel shareholders in connection with the JBT-Marel Transaction.
The Offer is based on the terms and conditions set out in an offer document approved by the Icelandic Financial Supervisory Authority of the Central Bank of Iceland and published and dated 24 June 2024. JBT has also issued a prospectus in connection with the offer. The Offer and the prospectus are available on Marel's and Arion bank's website.
The JBT-Marel Transaction, is subject to the receipt of the required regulatory approvals and the other customary closing conditions.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30 JUNE 2024
Outlook
There is continued short term uncertainty due to rising geopolitical tension, persistent inflation, and the high interest rate environment. This is evidenced by the lower than expected projects orders received in the first half of the year.
Orders received are expected to build up in 2H24, market outlook is improving and there are positive signs in customer sentiment. Outlook for full year 2024 revised to 9-10% EBIT and 13-14% EBITDA and revenue decline of low single digits.
Outlook for the mid term is unchanged. Marel operates in attractive growth markets with expected long term average market growth of 4-6% annually, supported by favorable secular trends, focused on automation, robotics technology and digital solutions to optimize processing and address customers' challenges of better utilization of raw materials, labor scarcity, high input costs and rising number of end products.
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 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 and six-month period ended 30 June 2024, its assets, liabilities and consolidated financial position as at 30 June 2024 and its consolidated cash flows for the three and six-month period ended 30 June 2024.
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 six-month period ended 30 June 2024 with their signatures.
Gardabaer, 24 July 2024
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 Sigurdsson
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
Consolidated Statement of Income
| Q2 QTD | Q2 QTD | Q2 YTD | Q2 YTD | ||
|---|---|---|---|---|---|
| In EUR million unless stated otherwise | Notes | 2024 | 2023 | 2024 | 2023 |
| Revenues | 3 & 4 & 5 | 415.2 | 422.4 | 827.8 | 869.8 |
| Cost of sales | 3 & 6 | (262.6) | (280.0) | (526.7) | (574.7) |
| Gross profit | 3 | 152.6 | 142.4 | 301.1 | 295.1 |
| Selling and marketing expenses | 3 & 6 | (65.1) | (62.1) | (129.7) | (126.5) |
| General and administrative expenses | 3 & 6 | (34.3) | (32.7) | (74.7) | (69.7) |
| Research and development expenses | 3 & 6 | (29.7) | (30.5) | (61.3) | (58.7) |
| Result from operations | 3 | 23.5 | 17.1 | 35.4 | 40.2 |
| Finance costs | 7 | (20.2) | (13.1) | (35.2) | (26.8) |
| Finance income | 7 | 0.0 | 1.4 | 1.2 | 2.2 |
| Net finance costs | 7 | (20.2) | (11.7) | (34.0) | (24.6) |
| Share of result of associates | (0.1) | (0.2) | (0.2) | (0.4) | |
| Result before income tax | 3.2 | 5.2 | 1.2 | 15.2 | |
| Income tax | 8 | (1.1) | (2.1) | (2.3) | (3.0) |
| Net result | 2.1 | 3.1 | (1.1) | 12.2 | |
| Of which: | |||||
| - Net result attributable to Shareholders of the Company | 9 | 2.1 | 3.1 | (1.1) | 12.2 |
| Earnings per share for result attributable to Shareholders of the Company during the period (expressed in EUR cent per share): | |||||
| - Basic | 9 | 0.28 | 0.41 | (0.15) | 1.62 |
| - Diluted | 9 | 0.28 | 0.41 | (0.15) | 1.62 |
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
Consolidated Statement of Comprehensive Income
| In EUR million | Notes | Q2 QTD 2024 | Q2 QTD 2023 | Q2 YTD 2024 | Q2 YTD 2023 |
|---|---|---|---|---|---|
| Net result | 2.1 | 3.1 | (1.1) | 12.2 | |
| Items that are or may be reclassified to profit or loss: | |||||
| Foreign currency translation differences | 12 | 0.7 | (3.1) | 5.8 | (4.5) |
| Cash flow hedges | 12 | 1.9 | 3.7 | 4.7 | 5.6 |
| Deferred income taxes | 12 | (0.3) | (1.0) | (1.1) | (1.4) |
| Other comprehensive income / (loss) for the period, net of tax | 2.3 | (0.4) | 9.4 | (0.3) | |
| Total comprehensive income for the period | 4.4 | 2.7 | 8.3 | 11.9 | |
| Of which: | |||||
| - Total comprehensive income attributable to Shareholders of the Company | 4.4 | 2.7 | 8.3 | 11.9 |
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
Consolidated Statement of Financial Position
| In EUR million | Notes | 30/06 | 31/12 |
|---|---|---|---|
| 2024 | 2023 | ||
| Assets | |||
| Property, plant and equipment | 10 | 339.0 | 345.8 |
| Right of use assets | 37.2 | 39.3 | |
| Goodwill | 11 | 863.6 | 859.0 |
| Intangible assets | 11 | 534.9 | 541.2 |
| Equity-accounted investees | 3.6 | 3.3 | |
| Other non-current financial assets | 3.7 | 3.5 | |
| Derivative financial instruments | 14 | 1.6 | 0.6 |
| Deferred income tax assets | 42.7 | 38.9 | |
| Non-current assets | 1,826.3 | 1,831.6 | |
| Inventories | 341.0 | 352.5 | |
| Contract assets | 5 | 35.2 | 36.3 |
| Trade receivables | 5 | 209.1 | 215.2 |
| Derivative financial instruments | 14 | 2.1 | 1.1 |
| Current income tax receivables | 8.3 | 7.3 | |
| Other receivables and prepayments | 89.0 | 85.9 | |
| Cash and cash equivalents | 29.7 | 69.9 | |
| Current assets | 714.4 | 768.2 | |
| Total assets | 2,540.7 | 2,599.8 | |
| Equity and liabilities | |||
| Share capital | 12 | 6.7 | 6.7 |
| Share premium reserve | 12 | 437.8 | 439.3 |
| Other reserves | 12 | (35.0) | (44.4) |
| Retained earnings | 12 | 635.5 | 640.0 |
| Total shareholders' equity | 1,045.0 | 1,041.6 | |
| Liabilities | |||
| Borrowings | 13 | 843.7 | 819.8 |
| Lease liabilities | 13 | 29.1 | 29.8 |
| Deferred income tax liabilities | 86.1 | 84.9 | |
| Provisions | 5.6 | 5.5 | |
| Other payables | 2.7 | 2.7 | |
| Derivative financial instruments | 14 | 0.3 | 3.4 |
| Non-current liabilities | 967.5 | 946.1 | |
| Contract liabilities | 5 | 216.6 | 295.0 |
| Trade and other payables | 288.8 | 290.4 | |
| Derivative financial instruments | 14 | 1.1 | 0.6 |
| Current income tax liabilities | 0.0 | 4.9 | |
| Borrowings | 13 | 0.0 | 0.0 |
| Lease liabilities | 13 | 11.0 | 11.2 |
| Provisions | 10.7 | 10.0 | |
| Current liabilities | 528.2 | 612.1 | |
| Total liabilities | 1,495.7 | 1,558.2 | |
| Total equity and liabilities | 2,540.7 | 2,599.8 |
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
Consolidated Statement of Changes in Equity
| In EUR million | Share capital | Share premium reserve1 | Other reserves2 | Retained earnings3 | Total shareholders' equity |
|---|---|---|---|---|---|
| Balance at 1 January 2024 | 6.7 | 439.3 | (44.4) | 640.0 | 1,041.6 |
| Net result for the period | (1.1) | (1.1) | |||
| Other comprehensive income | 9.4 | 9.4 | |||
| Total comprehensive income for the period | - | - | 9.4 | (1.1) | 8.3 |
| Transactions with owners of the Company | |||||
| Options granted / exercised / canceled | (1.5) | 2.8 | 1.3 | ||
| Dividend | (6.2) | (6.2) | |||
| Total transactions with owners of the Company | - | (1.5) | - | (3.4) | (4.9) |
| Balance at 30 June 2024 | 6.7 | 437.8 | (35.0) | 635.5 | 1,045.0 |
| In EUR million | Share premium | Retained earnings3 | Total equity | ||
| --- | --- | --- | --- | --- | --- |
| Share capital | reserve1 | Other reserves2 | |||
| Balance at 1 January 2023 | 6.7 | 440.2 | (33.4) | 614.6 | 1,028.1 |
| Net result for the period | 12.2 | 12.2 | |||
| Other comprehensive income | (0.3) | (0.3) | |||
| Total comprehensive income for the period | - | - | (0.3) | 12.2 | 11.9 |
| Transactions with owners of the Company | |||||
| Options granted / exercised / canceled | 0.0 | 1.0 | 2.8 | 3.8 | |
| Dividend | (11.7) | (11.7) | |||
| Total transactions with owners of the Company | 0.0 | 1.0 | - | (8.9) | (7.9) |
| Balance at 30 June 2023 | 6.7 | 441.2 | (33.7) | 617.9 | 1,032.1 |
| Net result for the period | 18.8 | 18.8 | |||
| Other comprehensive income | (10.7) | (10.7) | |||
| Total comprehensive income for the period | - | - | (10.7) | 18.8 | 8.1 |
| Transactions with owners of the Company | |||||
| Options granted / exercised / canceled | 0.0 | (1.9) | 3.3 | 1.4 | |
| Total transactions with owners of the Company | 0.0 | (1.9) | - | 3.3 | 1.4 |
| Balance at 31 December 2023 | 6.7 | 439.3 | (44.4) | 640.0 | 1,041.6 |
1 Includes reserve for share-based payments as per 30 June 2024 of EUR 11.9 million (31 December 2023: EUR 13.5 million).
2 For details on other reserves refer to note 12.
3 Includes a legal reserve for capitalized intangible assets related to product development projects as per 30 June 2024 of EUR 106.4 million (31 December 2023: EUR 106.3 million).
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
Consolidated Statement of Cash Flows
| In EUR million | Notes | Q2 QTD 2024 | Q2 QTD 2023 | Q2 YTD 2024 | Q2 YTD 2023 |
|---|---|---|---|---|---|
| Cash Flow from operating activities | |||||
| Result from operations | 23.5 | 17.1 | 35.4 | 40.2 | |
| 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 | 10 | 12.5 | 10.8 | 23.1 | 21.3 |
| Amortization and impairment of intangible assets | 11 | 12.2 | 12.2 | 25.3 | 24.9 |
| Adjustments for other non-cash income and expenses | 0.8 | 2.7 | 1.2 | 5.2 | |
| Working capital provided by / (used in) operating activities | 49.0 | 42.8 | 85.0 | 91.6 | |
| Changes in: | |||||
| Inventories and contract assets and liabilities | (28.7) | 0.8 | (63.2) | (22.3) | |
| Trade and other receivables | (10.8) | 13.9 | 2.2 | 2.5 | |
| Trade and other payables | (12.7) | (31.3) | (2.5) | (9.8) | |
| Provisions | (0.8) | 0.9 | 0.7 | (0.6) | |
| Changes in operating assets and liabilities | (53.0) | (15.7) | (62.8) | (30.2) | |
| Cash generated from operating activities | (4.0) | 27.1 | 22.2 | 61.4 | |
| Income taxes paid | (8.5) | (10.4) | (12.2) | (16.9) | |
| Interest received | 0.3 | 0.1 | 0.5 | 0.9 | |
| Interest paid | (14.1) | (11.9) | (30.3) | (23.7) | |
| Net cash from operating activities | (26.3) | 4.9 | (19.8) | 21.7 | |
| Cash Flow from investing activities | |||||
| Purchase of property, plant and equipment | 10 | (3.4) | (13.6) | (8.3) | (31.3) |
| Investments in intangibles | 11 | (6.2) | (9.4) | (13.1) | (20.1) |
| Proceeds from sale of property, plant and equipment | 10 | 0.1 | 0.2 | 0.6 | 0.5 |
| Acquisition of subsidiaries, net of cash acquired | - | (8.0) | - | (11.7) | |
| Net cash provided by / (used in) investing activities | (9.5) | (30.8) | (20.8) | (62.6) | |
| Cash Flow from financing activities | |||||
| Options exercised | 12 | - | - | - | (1.1) |
| Dividends paid | 12 | (6.2) | (11.7) | (6.2) | (11.7) |
| Proceeds from borrowings | 13 | 40.0 | 40.0 | 40.0 | 50.0 |
| Repayments of borrowings | 13 | (0.4) | (10.4) | (25.9) | (10.8) |
| Payments of lease liabilities | 13 | (3.8) | (3.9) | (6.6) | (7.2) |
| Net cash provided by / (used in) financing activities | 29.6 | 14.0 | 1.3 | 19.2 | |
| Net increase / (decrease) in cash and cash equivalents | (6.2) | (11.9) | (39.3) | (21.7) | |
| Exchange gain / (loss) on cash and cash equivalents | 0.0 | (1.4) | (0.9) | (3.5) | |
| Cash and cash equivalents at beginning of the period | 35.9 | 63.8 | 69.9 | 75.7 | |
| Cash and cash equivalents at end of the period | 29.7 | 50.5 | 29.7 | 50.5 |
The notes on pages 10-20 are an integral part of the Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30 JUNE 2024
Notes to the Consolidated 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 Financial Statements of the Company as at and for the three and six-month period ended 30 June 2024 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 and six-month period ended 30 June 2024 have not been audited nor reviewed by an external auditor.
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 Financial Statements of the Company and its subsidiaries are for the three and six-month period ended 30 June 2024 and have been prepared in accordance with IAS 34 'Interim financial reporting' as adopted by the European Union.
The Condensed Consolidated Financial Statements should be read in conjunction with the Group's Annual Consolidated Financial Statements for the year ended 31 December 2023. The Consolidated Financial Statements for the Group for the year ended 31 December 2023 are available upon request from the Company's registered office at Austurhraun 9, Gardabaer, Iceland or at www.marel.com.
These Condensed Consolidated 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 Financial Statements have been prepared under the historical cost convention, except for the revaluation of financial assets and liabilities classified as 'fair value through other comprehensive income' or 'fair value through profit or loss', 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 2023.
Items of each entity in the Group, as included in the Condensed Consolidated 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 Financial Statements are presented in Euro (EUR), which is the Group's reporting currency.
Accounting policies
The accounting policies applied in these Condensed Consolidated Financial Statements are consistent with those applied and described in the Annual Consolidated Financial Statements for the year ended 31 December 2023. The accounting policies have been applied consistently for all periods presented in these Condensed Consolidated 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.
Use of judgments and estimates
In preparing these Condensed Consolidated 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 2023.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
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, acquisition related expenses and restructuring costs). Result from operations is also adjusted for one-off write-offs within "Other".
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 | |
| Q2 QTD | Q2 QTD | Q2 QTD | Q2 QTD | Q2 QTD | Q2 QTD | |
| 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
| Revenues | 415.2 | - | 415.2 | 422.4 | - | 422.4 |
| Cost of sales | (262.6) | 0.6 | (262.0) | (280.0) | 5.8 | (274.2) |
| Gross profit | 152.6 | 0.6 | 153.2 | 142.4 | 5.8 | 148.2 |
| Selling and marketing expenses | (65.1) | 5.2 | (59.9) | (62.1) | 5.7 | (56.4) |
| General and administrative expenses | (34.3) | 6.0 | (28.3) | (32.7) | 1.2 | (31.5) |
| Research and development expenses | (29.7) | 2.4 | (27.3) | (30.5) | 4.0 | (26.5) |
| Adjusted EBIT | 14.2 | 37.7 | 16.7 | 33.8 | ||
| Non-IFRS adjustments | (14.2) | (14.2) | (16.7) | (16.7) | ||
| EBIT | 23.5 | - | 23.5 | 17.1 | - | 17.1 |
| Non-IFRS | Non-IFRS | Non-IFRS | ||||
| --- | --- | --- | --- | --- | --- | --- |
| As reported | adjustments | measures | As reported | adjustments | measures | |
| YTD | YTD | YTD | YTD | YTD | YTD | |
| 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
| Revenues | 827.8 | - | 827.8 | 869.8 | - | 869.8 |
| Cost of sales | (526.7) | 0.8 | (525.9) | (574.7) | 14.3 | (560.4) |
| Gross profit | 301.1 | 0.8 | 301.9 | 295.1 | 14.3 | 309.4 |
| Selling and marketing expenses | (129.7) | 9.9 | (119.8) | (126.5) | 10.0 | (116.5) |
| General and administrative expenses | (74.7) | 16.4 | (58.3) | (69.7) | 3.4 | (66.3) |
| Research and development expenses | (61.3) | 8.0 | (53.3) | (58.7) | 6.1 | (52.6) |
| Adjusted EBIT | 35.1 | 70.5 | 33.8 | 74.0 | ||
| Non-IFRS adjustments | (35.1) | (35.1) | (33.8) | (33.8) | ||
| EBIT | 35.4 | - | 35.4 | 40.2 | - | 40.2 |
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
The non-IFRS adjustments to the result from operations includes the following:
| Q2 QTD | Q2 QTD | YTD | YTD | |
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| PPA related charges | 6.9 | 12.1 | 13.6 | 27.1 |
| Acquisition related expenses | 3.9 | 0.7 | 12.0 | 2.8 |
| Restructuring costs | 3.4 | 3.9 | 7.8 | 3.9 |
| Other | - | - | 1.7 | - |
| Total non-IFRS adjustments | 14.2 | 16.7 | 35.1 | 33.8 |
The reconciliation of EBITDA and adjusted EBITDA to the most directly comparable IFRS measurement EBIT, is included in the table below.
| Q2 QTD | Q2 QTD | YTD | YTD | |
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| EBIT | 23.5 | 17.1 | 35.4 | 40.2 |
| Depreciation, amortization and impairment | 24.7 | 23.0 | 48.4 | 46.2 |
| EBITDA | 48.2 | 40.1 | 83.8 | 86.4 |
| Non-IFRS adjustments | 5.6 | 9.8 | 18.1 | 20.0 |
| Adjusted EBITDA | 53.8 | 49.9 | 101.9 | 106.4 |
4 Segment information
Operating segments
As disclosed in the Annual Consolidated Financial Statements for the year ended 31 December 2022, the identified operating segments comprise the four core business 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 full-line product range offers automated in-line solutions, software and services for all stages of processing broilers, turkeys and ducks;
-
Meat processing: Our meat segment 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 segment provides solutions and services to the pet food, plant-based protein and aqua feed markets.
- The 'Other' segment includes any revenues, result from operations and assets which do not belong to the four core business segments.
The reporting entities are reporting their revenues per operating segment based on the segment 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 business segment.
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 30
JUNE 2024
| 30 June 2024 | Poultry | Meat | Fish | Plant, pet and feed | Other | Total |
|---|---|---|---|---|---|---|
| Revenues | 424.6 | 204.7 | 82.9 | 102.5 | 13.1 | 827.8 |
| Adjusted result from operations | 67.2 | (5.3) | (4.5) | 13.4 | (0.3) | 70.5 |
| PPA related charges | (0.2) | (7.3) | (0.8) | (4.9) | (0.4) | (13.6) |
| M&A related expenses | (12.0) | |||||
| Restructuring costs | (7.8) | |||||
| Other | (1.7) | |||||
| Result from operations | 35.4 | |||||
| Net finance costs | (34.0) | |||||
| Share of result of associates | (0.2) | |||||
| Result before income tax | 1.2 | |||||
| Income tax | (2.3) | |||||
| Net result for the period | (1.1) | |||||
| Assets excluding cash and cash equivalents | 883.7 | 792.5 | 242.1 | 552.9 | 39.8 | 2,511.0 |
| Capital expenditures | 13.2 | 9.0 | 4.0 | 2.2 | 0.7 | 29.1 |
| Depreciation and amortization | (15.9) | (14.5) | (5.4) | (8.4) | (0.8) | (45.0) |
| Impairment | - | (1.7) | (1.7) | - | - | (3.4) |
| 30 June 2023 | Poultry | Meat | Fish | Plant, pet and feed | Other | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Revenues | 431.9 | 220.0 | 97.8 | 109.5 | 10.6 | 869.8 |
| Adjusted result from operations | 66.7 | 1.1 | (6.3) | 13.4 | (0.9) | 74.0 |
| PPA related charges | (0.2) | (7.5) | (0.8) | (18.2) | (0.4) | (27.1) |
| M&A related expenses | (2.8) | |||||
| Restructuring costs | (3.9) | |||||
| Result from operations | 40.2 | |||||
| Net finance costs | (24.6) | |||||
| Share of result of associates | (0.4) | |||||
| Result before income tax | 15.2 | |||||
| Income tax | (3.0) | |||||
| Net result for the period | 12.2 | |||||
| Assets excluding cash and cash equivalents | 940.1 | 859.7 | 259.4 | 536.9 | 31.5 | 2,627.6 |
| --- | --- | --- | --- | --- | --- | --- |
| Capital expenditures | 32.1 | 13.9 | 9.8 | 4.5 | 0.2 | 60.5 |
| Depreciation and amortization | (15.0) | (15.7) | (5.5) | (8.5) | (0.6) | (45.3) |
| Impairment | (0.5) | (0.3) | (0.1) | - | - | (0.9) |
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 | 30/06 2024 | 31/12 2023 |
|---|---|---|
| Europe, Middle East and Africa1 | 1,725.2 | 1,739.7 |
| Americas | 760.5 | 763.3 |
| Asia and Oceania | 25.3 | 26.9 |
| Total | 2,511.0 | 2,529.9 |
1 Iceland accounts for EUR 278.2 million (31 December 2023: EUR 276.8 million).
The Group's cash pool is managed at a corporate level and therefore not allocated geographically. 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 11).
| YTD | YTD | |
|---|---|---|
| Capital expenditure | 2024 | 2023 |
| Europe, Middle East and Africa1 | 23.9 | 51.7 |
| Americas | 3.3 | 8.7 |
| Asia and Oceania | 1.9 | 0.1 |
| Total | 29.1 | 60.5 |
1 Iceland accounts for EUR 2.6 million (2023: EUR 7.8 million).
Cash capital expenditures are made up of capital expenditures excluding the investments in right of use assets. Cash capital expenditures for the six-month period ended 30 June 2024 amount to EUR 21.4 million (2023: EUR 51.4 million).
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
5 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 2024 | YTD 2023 |
|---|---|---|
| Europe, Middle East and Africa^{1} | 411.3 | 426.0 |
| Americas | 347.3 | 352.8 |
| Asia and Oceania | 69.2 | 91.0 |
| Total | 827.8 | 869.8 |
1 Iceland accounts for EUR 5.3 million (2023: EUR 6.9 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):
| Revenue by business mix | YTD 2024 | YTD 2023 |
|---|---|---|
| Equipment revenue | 421.1 | 480.6 |
| Aftermarket revenue | 406.7 | 389.2 |
| Total | 827.8 | 869.8 |
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 | 30/06 2024 | 31/12 2023 |
|---|---|---|
| Trade receivables | 209.1 | 215.2 |
| Contract assets | 35.2 | 36.3 |
| Contract liabilities | (216.6) | (295.0) |
6 Expenses by nature
| YTD | YTD | |
|---|---|---|
| Expenses by nature | 2024 | 2023 |
| Direct material costs | 278.3 | 316.8 |
| Employee benefits | 347.4 | 353.1 |
| Other personnel expenses | 13.9 | 15.6 |
| Depreciation, amortization and impairment | 48.4 | 46.2 |
| Other^{1} | 104.4 | 97.9 |
| Total | 792.4 | 829.6 |
1 Other expenses include mainly consultancy, IT, maintenance, marketing, outsourcing services, travel and utilities.
7 Net finance costs
| YTD | YTD | |
|---|---|---|
| Net finance costs | 2024 | 2023 |
| Finance costs: | ||
| Interest on borrowings | (26.2) | (23.2) |
| Interest on lease liabilities | (0.7) | (0.6) |
| Other finance expenses | (3.2) | (3.0) |
| Net foreign exchange loss | (5.1) | - |
| Subtotal finance costs | (35.2) | (26.8) |
| Finance income: | ||
| Interest income | 1.2 | 0.7 |
| Net foreign exchange gain | - | 1.5 |
| Subtotal finance income | 1.2 | 2.2 |
| Total | (34.0) | (24.6) |
8 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.
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.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
| YTD | YTD | |||
|---|---|---|---|---|
| Reconciliation of applicable to effective income tax | 2024 | % | 2023 | % |
| Result before income tax | 1.2 | 15.2 | ||
| Income tax using Icelandic rate | (0.3) | 21.0 | (3.0) | 20.0 |
| Effect of tax rates in other jurisdictions | (0.9) | 74.0 | (0.7) | 4.3 |
| Weighted average applicable tax | (1.2) | 95.0 | (3.7) | 24.3 |
| Foreign exchange effect Iceland | 0.1 | (8.3) | 0.2 | (1.3) |
| Research and development tax incentives | 1.7 | (141.7) | 1.9 | (12.5) |
| Other permanent differences | (2.8) | 233.3 | (0.6) | 3.9 |
| (Impairment)/reversal of tax losses | (0.6) | 50.0 | (0.5) | 3.3 |
| Others | 0.5 | (41.7) | (0.3) | 2.2 |
| Tax charge included in the Consolidated Statement of Income | (2.3) | 186.6 | (3.0) | 19.9 |
9 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
2024 | YTD
2023 |
| --- | --- | --- |
| Net result attributable to Shareholders
(EUR millions) | (1.1) | 12.2 |
| Weighted average number of
outstanding shares issued (millions) | 754.0 | 753.1 |
| Basic earnings per share (EUR cent
per share) | (0.15) | 1.62 |
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
2024 | YTD
2023 |
| --- | --- | --- |
| Net result attributable to Shareholders
(EUR millions) | (1.1) | 12.2 |
| Weighted average number of
outstanding shares issued (millions) | 754.0 | 753.1 |
| Adjustments for stock options (millions) | 0.0 | 0.9 |
| Weighted average number of
outstanding shares for diluted earnings
per share (millions) | 754.0 | 754.0 |
| Diluted earnings per share (EUR cent
per share) | (0.15) | 1.62 |
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
10 Property, plant and equipment
| Land & buildings | Plant & machinery | Vehicles & equipment | Under construction | Total | |
|---|---|---|---|---|---|
| At 1 January 2024 | |||||
| Cost | 315.0 | 185.5 | 77.8 | 30.1 | 608.4 |
| Accumulated depreciation | (93.6) | (110.4) | (58.6) | - | (262.6) |
| Net book value | 221.4 | 75.1 | 19.2 | 30.1 | 345.8 |
| Six months ended 30 June 2024 | |||||
| Opening net book value | 221.4 | 75.1 | 19.2 | 30.1 | 345.8 |
| Divestments | - | - | (0.6) | - | (0.6) |
| Effect of movements in exchange rates | (0.1) | (0.0) | (0.2) | (0.0) | (0.3) |
| Additions | 0.5 | 3.0 | 1.9 | 2.9 | 8.3 |
| Transfer between categories | 18.8 | 6.3 | 2.7 | (27.8) | - |
| Depreciation | (4.7) | (6.8) | (2.7) | - | (14.2) |
| Closing net book value | 235.9 | 77.6 | 20.3 | 5.2 | 339.0 |
| At 30 June 2024 | |||||
| Cost | 333.9 | 194.2 | 81.4 | 5.2 | 614.7 |
| Accumulated depreciation | (98.0) | (116.6) | (61.1) | - | (275.7) |
| Net book value | 235.9 | 77.6 | 20.3 | 5.2 | 339.0 |
11 Goodwill and intangible assets
| Goodwill | Technology & development costs | Customer relations, patents & trademarks | Other intangibles | Total intangible assets | |
|---|---|---|---|---|---|
| At 1 January 2024 | |||||
| Cost | 859.0 | 487.5 | 385.4 | 109.0 | 981.9 |
| Accumulated amortization | - | (231.6) | (121.0) | (88.1) | (440.7) |
| Net book value | 859.0 | 255.9 | 264.4 | 20.9 | 541.2 |
| Six months ended 30 June 2024 | |||||
| Opening net book value | 859.0 | 255.9 | 264.4 | 20.9 | 541.2 |
| Effect of movements in exchange rates | 4.6 | 2.5 | 3.4 | 0.0 | 5.9 |
| Additions | - | 9.2 | - | 3.9 | 13.1 |
| Impairment charge | - | (1.7) | - | - | (1.7) |
| Amortization | - | (10.9) | (9.5) | (3.2) | (23.6) |
| Closing net book value | 863.6 | 255.0 | 258.3 | 21.6 | 534.9 |
| At 30 June 2024 | |||||
| Cost | 863.6 | 498.5 | 390.0 | 112.9 | 1,001.4 |
| Accumulated amortization | - | (243.5) | (131.7) | (91.3) | (466.5) |
| Net book value | 863.6 | 255.0 | 258.3 | 21.6 | 534.9 |
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
12 Equity
| Share capital | Ordinary shares (thousands) | Treasury shares (thousands) | Outstanding number of shares (thousands) |
|---|---|---|---|
| At 1 January 2024 | 771,008 | (17,057) | 753,951 |
| Treasury shares - used | - | - | - |
| At 30 June 2024 | 771,008 | (17,057) | 753,951 |
| 100.00% | 2.21% | 97.79% | |
| 30/06 | 31/12 | ||
| Class of share capital | 2024 | 2023 | |
| Nominal value | 6.7 | 6.7 | |
| Share premium reserve | 425.9 | 425.8 | |
| Reserve for share-based payments | 11.9 | 13.5 | |
| Total share premium reserve | 437.8 | 439.3 |
Dividends
In March 2024, a dividend of EUR 6.2 million (EUR 0.82 cents per share) was declared to the shareholders for the operational year 2023. This corresponds to approximately 20% of net result for the operational year 2023 (in 2023, a dividend of EUR 11.7 million (EUR 1.56 cents per share) was declared and paid for the operational year 2022). The dividend was fully paid in Q2 2024.
Other reserves
Other reserves in shareholder's equity include the following:
| Other reserves | Hedge reserve | Translation reserve | Total other reserves |
|---|---|---|---|
| Balance at 1 January 2024 | (1.7) | (42.7) | (44.4) |
| Total other comprehensive income | 3.6 | 5.8 | 9.4 |
| Balance at 30 June 2024 | 1.9 | (36.9) | (35.0) |
Limitation in the distribution of Shareholders' equity
As at 30 June 2024, 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 106.4 million as at 30 June 2024 (31 December 2023: EUR 106.3 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.
13 Borrowings and lease liabilities
| 30/06 | 31/12 | |
|---|---|---|
| Borrowings and lease liabilities | 2024 | 2023 |
| Borrowings | 843.7 | 819.8 |
| Lease liabilities | 29.1 | 29.8 |
| Non-current | 872.8 | 849.6 |
| Borrowings | 0.0 | 0.0 |
| Lease liabilities | 11.0 | 11.2 |
| Current | 11.0 | 11.2 |
| Total | 883.8 | 860.8 |
| Borrowings | 843.7 | 819.8 |
| Lease liabilities | 40.1 | 41.0 |
| Total | 883.8 | 860.8 |
The Group loan agreements contain restrictive covenants, relating to interest cover and leverage. At 30 June 2024 and 31 December 2023 the Group complies with all restrictive covenants.
The Group has the following headroom in committed facilities:
| 30/06 | 31/12 | |
|---|---|---|
| Available headroom | 2024 | 2023 |
| Expiring within one year | - | - |
| Expiring beyond one year | 297.8 | 313.7 |
| Total | 297.8 | 313.7 |
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
| Borrowings and lease liabilities in currency recorded in EUR at 30 June 2024 | Capitalized | |||
|---|---|---|---|---|
| Borrowings | finance charges | Lease liabilities | Total | |
| Liabilities in EUR | 508.5 | (3.5) | 14.2 | 519.2 |
| Liabilities in USD | 339.2 | (1.3) | 9.1 | 347.0 |
| Liabilities in other currencies | 0.8 | - | 16.8 | 17.6 |
| Total | 848.5 | (4.8) | 40.1 | 883.8 |
| Current maturities | (2.7) | 2.7 | (11.0) | (11.0) |
| Non-current maturities | 845.8 | (2.1) | 29.1 | 872.8 |
| Borrowings and lease liabilities in currency recorded in EUR at 31 December 2023 | Capitalized | |||
| Borrowings | finance charges | Lease liabilities | Total | |
| Liabilities in EUR | 493.5 | (3.1) | 15.0 | 505.4 |
| Liabilities in USD | 329.9 | (1.3) | 10.0 | 338.6 |
| Liabilities in other currencies | 0.8 | - | 16.0 | 16.8 |
| Total | 824.2 | (4.4) | 41.0 | 860.8 |
| Current maturities | (2.0) | 2.0 | (11.2) | (11.2) |
| Non-current maturities | 822.2 | (2.4) | 29.8 | 849.6 |
| Annual maturity of non-current borrowings and lease liabilities at 30 June 2024 | Capitalized | |||
| Borrowings | finance charges | Lease liabilities | Total | |
| Between 1 and 2 years | 449.7 | (1.7) | 10.7 | 458.7 |
| Between 2 and 3 years | 392.3 | (0.4) | 7.5 | 399.4 |
| Between 3 and 4 years | 0.9 | - | 2.9 | 3.8 |
| Between 4 and 5 years | 1.0 | - | 4.1 | 5.1 |
| After 5 years | 1.9 | - | 3.9 | 5.8 |
| Total | 845.8 | (2.1) | 29.1 | 872.8 |
| Annual maturity of non-current borrowings and lease liabilities at 31 December 2023 | Capitalized | |||
| Borrowings | finance charges | Lease liabilities | Total | |
| Between 1 and 2 years | 441.3 | (1.8) | 10.6 | 450.1 |
| Between 2 and 3 years | 1.3 | (0.6) | 7.4 | 8.1 |
| Between 3 and 4 years | 375.8 | - | 3.0 | 378.8 |
| Between 4 and 5 years | 1.0 | - | 4.2 | 5.2 |
| After 5 years | 2.8 | - | 4.6 | 7.4 |
| Total | 822.2 | (2.4) | 29.8 | 849.6 |
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
14 Financial instruments and risks
| Fair value of financial assets and liabilities | Carrying amount | Fair value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| At 30 June 2024 | |||||
| Cash and cash equivalents | 29.7 | 29.7 | - | - | - |
| Trade receivables, other receivables and prepayments | 298.1 | 298.1 | - | - | - |
| Other non-current financial assets | 3.7 | 3.7 | - | - | 3.7 |
| Interest rate swaps | 1.6 | 1.6 | - | 1.6 | - |
| Forward exchange contracts | 2.1 | 2.1 | - | 2.1 | - |
| Subtotal financial assets | 335.2 | 335.2 | - | 3.7 | 3.7 |
| Interest rate swaps | (0.3) | (0.3) | - | (0.3) | - |
| Forward exchange contracts | (1.1) | (1.1) | - | (1.1) | - |
| Borrowings | (843.7) | (843.7) | - | - | - |
| Trade and other payables | (291.5) | (291.5) | - | - | - |
| Subtotal financial liabilities | (1,136.6) | (1,136.6) | - | (1.4) | - |
| Total | (801.4) | (801.4) | - | 2.3 | 3.7 |
| Fair value of financial assets and liabilities | Carrying amount | Fair value | Level 1 | Level 2 | Level 3 |
| At 31 December 2023 | |||||
| Cash and cash equivalents | 69.9 | 69.9 | - | - | - |
| Trade receivables, other receivables and prepayments | 301.1 | 301.1 | - | - | - |
| Other non-current financial assets | 3.5 | 3.5 | - | - | 3.5 |
| Interest rate swaps | 0.6 | 0.6 | - | 0.6 | - |
| Forward exchange contracts | 1.1 | 1.1 | 1.1 | - | |
| Subtotal financial assets | 376.2 | 376.2 | - | 1.7 | 3.5 |
| Interest rate swaps | (3.4) | (3.4) | - | (3.4) | - |
| Forward exchange contracts | (0.6) | (0.6) | - | (0.6) | - |
| Borrowings | (819.8) | (819.8) | - | - | - |
| Trade and other payables | (293.1) | (293.1) | - | - | - |
| Subtotal financial liabilities | (1,116.9) | (1,116.9) | - | (4.0) | - |
| Total | (740.7) | (740.7) | - | (2.3) | 3.5 |
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 30 JUNE 2024
15 Contingencies
Contingent liabilities
At 30 June 2024 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 21.7 million (31 December 2023: EUR 26.2 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.
16 Related party transactions
At 30 June 2024 and 31 December 2023 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 years ended 30 June 2024 and 2023.
17 Subsequent events
No significant events have taken place since the reporting date, 30 June 2024.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30
JUNE 2024
Appendices
1 Quarterly results
| | 2024
Q2 | 2024
Q1 | 2023
Q4 | 2023
Q3 | 2023
Q2 |
| --- | --- | --- | --- | --- | --- |
| Revenues | 415.2 | 412.6 | 448.0 | 403.6 | 422.4 |
| Cost of sales | (262.6) | (264.1) | (289.8) | (260.5) | (280.0) |
| Gross profit | 152.6 | 148.5 | 158.2 | 143.1 | 142.4 |
| Selling and marketing expenses | (65.1) | (64.6) | (63.1) | (59.5) | (62.1) |
| General and administrative expenses | (34.3) | (40.4) | (35.5) | (29.2) | (32.7) |
| Research and development expenses | (29.7) | (31.6) | (33.8) | (26.8) | (30.5) |
| Result from operations (EBIT) | 23.5 | 11.9 | 25.8 | 27.6 | 17.1 |
| Net finance costs | (20.2) | (13.8) | (17.3) | (15.1) | (11.7) |
| Share of result of associates | (0.1) | (0.1) | (0.1) | (0.0) | (0.2) |
| Result before income tax | 3.2 | (2.0) | 8.4 | 12.5 | 5.2 |
| Income tax | (1.1) | (1.2) | 0.3 | (2.4) | (2.1) |
| Net result for the period | 2.1 | (3.2) | 8.7 | 10.1 | 3.1 |
| Result from operations before depreciation & amortization (EBITDA) | 48.2 | 35.6 | 54.8 | 50.2 | 40.1 |
The below tables provides an overview of the quarterly adjusted result from operations, which management believes to be a relevant Non-IFRS measurement, as mentioned in note 3.
| | 2024
Q2 | 2024
Q1 | 2023
Q4 | 2023
Q3 | 2023
Q2 |
| --- | --- | --- | --- | --- | --- |
| Revenues | 415.2 | 412.6 | 448.0 | 403.6 | 422.4 |
| Cost of sales | (262.0) | (263.9) | (288.7) | (260.1) | (274.2) |
| Gross profit | 153.2 | 148.7 | 159.3 | 143.5 | 148.2 |
| Selling and marketing expenses | (59.9) | (59.9) | (58.5) | (54.3) | (56.4) |
| General and administrative expenses | (28.3) | (30.0) | (32.7) | (28.6) | (31.5) |
| Research and development expenses | (27.3) | (26.0) | (25.3) | (24.3) | (26.5) |
| Adjusted result from operations¹ | 37.7 | 32.8 | 42.8 | 36.3 | 33.8 |
| Non-IFRS adjustments | (14.2) | (20.9) | (17.0) | (8.7) | (16.7) |
| Result from operations (EBIT) | 23.5 | 11.9 | 25.8 | 27.6 | 17.1 |
| Adjusted result from operations before depreciation & amortization (EBITDA) | 53.8 | 48.1 | 58.9 | 52.1 | 49.9 |
¹ Result from operations is adjusted for PPA related costs, including depreciation and amortization, acquisition related expenses and restructuring costs. In Q4 2023 and Q1 2024, result from operations is also adjusted for one-off write-offs within "Other".
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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 30 JUNE 2024
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
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