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MBB SE Interim / Quarterly Report 2024
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Interim / Quarterly Report
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HALF-YEAR FINANCIAL REPORT 30 JUNE 2024
MBB SE, Berlin
MBB in figures
| Half-year (unaudited) |
2024 | 2023 | 2024 |
|---|---|---|---|
| 2023 | |||
| Earnings figures (adjusted*) | €k | €k | \% |
| Revenue | 467,002 | 427,178 | 9.3 |
| Operating performance | 465,947 | 427,066 | 9.1 |
| Total performance | 481,959 | 442,870 | 8.8 |
| Cost of materials | $-254,008$ | $-256,276$ | $-0.9$ |
| Personnel expenses | $-140,751$ | $-122,587$ | 14.8 |
| EBITDA | 55,838 | 31,912 | 75.0 |
| EBITDA margin | $12.0 \%$ | $7.5 \%$ | |
| EBIT | 33,808 | 12,020 | 181.3 |
| EBIT margin | $7.3 \%$ | $2.8 \%$ | |
| EBT | 35,565 | 13,052 | 172.5 |
| EBT margin | $7.6 \%$ | $3.1 \%$ | |
| Consolidated net profit after non-controlling interests | 14,175 | 2,422 | 485.3 |
| eps in $€$ | 2.59 | 0.42 | |
| Average number of shares in circulation (in thousand) | 5,477 | 5,755 | |
| Earnings figures (IFRS) | €k | €k | \% |
| EBITDA | 54,807 | 30,856 | 77.6 |
| Consolidated net profit after non-controlling interests | 13,234 | 1,171 | 1030.2 |
| eps in $€$ | 2.42 | 0.20 | |
| Figures from the statement of financial position (IFRS) | 30 Jun | 31-Dec | |
| €k | €k | \% | |
| Non-current assets | 406,457 | 396,366 | 2.5 |
| Current assets | 687,068 | 752,655 | $-8.7$ |
| thereof liquid funds** | 423,764 | 529,635 | $-20.0$ |
| Issued capital (share capital) | 5,323 | 5,716 | $-6.9$ |
| Other equity | 727,974 | 758,192 | $-4.0$ |
| Total equity | 733,296 | 763,908 | $-4.0$ |
| Equity ratio | 67.1\% | 66.5\% | |
| Non-current liabilities | 107,804 | 102,662 | 5.0 |
| Current liabilities | 252,424 | 282,450 | $-10.6$ |
| Total assets | 1,093,524 | 1,149,020 | $-4.8$ |
| Net cash ( + ) or net debt (-) ** | 358,133 | 475,293 | $-24.6$ |
| Employees (as of closing date) | 3,951 | 3,782 | 4.5 |
- For a detailed account of the adjustments, please refer to the information provided in the section on results of operations, financial position and net assets.
** This figure includes the value of physical gold stocks and securities.
Percentages and figures in this report may be subject to rounding differences.
Contents
MBB in figures ..... 1
Contents ..... 2
Welcome Note from the Executive Management ..... 3
Interim Group management report ..... 4
Business and economic conditions ..... 4
Business development, result of operations, financial position and net assets ..... 5
Results of operations, financial position and net assets ..... 6
Segment performance ..... 8
Employees ..... 8
Report on risks and opportunities ..... 8
Outlook ..... 8
IFRS interim consolidated financial statements ..... 9
Notes to the interim consolidated financial statements ..... 17
Information on the company ..... 17
Accounting ..... 17
Accounting policies ..... 17
Review ..... 17
Dividend ..... 17
Changes in contingent liabilities ..... 17
Related party transactions ..... 17
Segment reporting ..... 17
Disclosures on financial instruments ..... 19
Events after the end of the reporting period ..... 20
Responsibility statement ..... 20
Financial calendar ..... 21
Contact ..... 21
Imprint ..... 21
Welcome Note from the Executive Management
Dear fellow shareholders,
The first half of 2024 has shown a remarkable increase in profitability for MBB. Compared to the previous year, adjusted EBITDA increased by $75 \%$ to $€ 55.8$ million. The EBITDA margin thus rose by 4.5 percentage points to $12 \%$. Two aspects of this development are particularly remarkable in our view: Firstly, the increase in profitability was driven by all of MBB's segments. Secondly, profitability continued to improve from the first to the second quarter of the year.
The Service \& Infrastructure segment achieved the largest increase in profitability in absolute terms. Here, adjusted EBITDA rose by $€ 12.1$ million to $€ 31.9$ million, which corresponds to an increase of $61 \%$. Of this increase, $€ 10.8$ million was attributable to Friedrich Vorwerk, which increased its EBITDA by $80 \%$. In terms of revenue, Friedrich Vorwerk was also able to grow by $17 \%$ to $€ 194.1$ million. The company is therefore raising its forecast for the year as a whole and now expects revenue of more than $€ 410$ million with an EBITDA margin at the upper end of the forecast range of 11-13\%. At DTS, the EBITDA increase was over $20 \%$, which once again exceeds the revenue growth of $13 \%$. The EBITDA margin of the IT security specialist thus increased to $15.4 \%$ thanks to growing software revenue.
In the Technological Applications segment, adjusted EBITDA rose by $€ 5.1$ million to $€ 17.7$ million in the first half of the year, which corresponds to an increase of $40 \%$. This increase was driven by Aumann, which once again almost doubled its EBITDA to $€ 15.3$ million with its automation solutions. Consequently, the company is operating at the upper end of the forecast range of 9-11\% EBITDA margin. Aumann's revenue also increased by $19 \%$ to $€ 141.4$ million. Delignit was not quite able to reach the previous year's strong level of performance and, due to the weak demand, particularly in the caravan sector, achieved an EBITDA margin of $6.4 \%$ with a decline in revenue of around $24 \%$ to $€ 36.7$ million.
The Consumer Goods segment achieved an EBITDA of $€ 4.2$ million in the first half of the year, which is a multiple of the performance of the weak previous year. While CT Formpolster felt the effects of a lower demand in the mattress industry, Hanke benefited from the expiry of energy price commitments and returned to its usual high level of profitability. Together, the two companies generated revenue of $€ 46.4$ million with an EBITDA margin of $9.3 \%$.
With an EBITDA of $€ 33.1$ million, the second quarter of 2024 was the best quarter in our company's history. Compared to the first quarter, EBITDA increased by $€ 10.5$ million, which corresponds to an increase of $46 \%$ from quarter to quarter. The EBITDA margin improved from an already high $11.0 \%$ to $12.8 \%$. Friedrich Vorwerk also achieved the largest increase in profitability in the MBB Group from the first to the second quarter. While the company's EBITDA margin was still a moderate $9 \%$ in the first quarter, it rose to $15 \%$ in the second quarter, demonstrating the potential of the current record order backlog of $€ 1.2$ billion, which will continue to grow in the course of the energy transition.
Due to the excellent business prospects, MBB increased its stake in Friedrich Vorwerk from $47 \%$ to just under $50 \%$ in the first half of the year and invested $€ 10$ million in it. At the same time, MBB acquired treasury shares worth $€ 38$ million at a price of $€ 96$ per share as part of a public buy-back offer. Aumann also bought back treasury shares totalling $€ 6$ million in the first half of the year. Despite these investments totalling around $€ 54$ million, the MBB Group's net liquidity at the end of the first half of the year was $€ 358$ million, of which $€ 276$ million was attributable to the holding company MBB SE. This provides considerable scope for growth through new company acquisitions.
In light of the significant increase in earnings in the first half of the year and an unchanged positive outlook, we are slightly raising our forecast for the adjusted EBITDA margin for the 2024 financial year from $10 \%$ to more than $10 \%$. We continue to expect revenue to increase to $€ 1$ billion.
With best regards,
Dr Constantin Mang
Chief Executive Officer
Torben Teichler
Chief Investment Officer
Dr Jakob Ammer
Chief Operating Officer
Dr Christoph Nesemeier
Executive Chairman
Interim Group management report
MBB SE is a medium-sized, family-owned company that forms the MBB Group together with its subsidiaries.
Business and economic conditions
Macroeconomic environment
The global economy also proved to be somewhat resilient in the first half of 2024 against the backdrop of a persistently restrictive monetary policy and grew moderately in the first six months. At the same time, global trade increased slightly. The most important central banks in the industrialised countries have recently signalled a slightly more cautious easing of their monetary policy due to the slower decline in inflation. The OECD is forecasting global economic growth of $3.1 \%$ for the current year, driven primarily by India, China and the USA. Growth of $1.7 \%$ is expected for the OECD economic area and $0.7 \%$ for the euro zone.
In Germany, the gross domestic product fell slightly by $0.1 \%$ in the second quarter of 2024 compared to the previous quarter, after growing by $0.2 \%$ in the first quarter of 2024 and previously falling by $0.5 \%$ in the fourth quarter of 2023. A continued decline in incoming orders, particularly from abroad, is increasingly proving to be a hindering factor for a sustainable recovery of the German industrial economy. The recovery in foreign trade observed since the beginning of the year experienced a setback over the course of the second quarter, both in terms of exports and imports. The recovery in consumer sentiment in Germany at the beginning of the year also came to a standstill for the time being in the second quarter. According to the Federal Statistical Office, the inflation rate in Germany was $2.2 \%$ in June 2024. While declining energy and food prices limited the inflation since the beginning of the year, above-average price increases for services can still be observed. The Deutsche Bundesbank is forecasting an average annual inflation rate of $2.8 \%$ for 2024 . In its estimate as of 20 June 2024, the ifo Institute anticipates a priceadjusted increase in GDP of $0.4 \%$ in 2024, which will be supported by decreasing interest rates, the stable labour market, strong income growth and rising global demand.
Energy industry
As part of the development of a national hydrogen infrastructure, the 3rd amendment to the Energy Industry Act (EriWG) was approved by the national parliament (Bundestag) on 12 April 2024. Among other things, the law provides for regular planning of network development for hydrogen and for natural gas as well as regulations on financing, which is generally carried out privately via network charges, and an extension of the commissioning schedule until 2037. Due to the ambitious climate targets and the changed geopolitical security situation as a result of the Russia-Ukraine war, demand for energy infrastructure services is expected to continue to grow strongly. A new study by the consulting firm Ernst \& Young and the German Association of Energy and Water Industries (bdew) estimates the investment volume required to achieve the energy transition targets by 2035 at over $€ 1.2$ trillion. Over $€ 610$ billion of this will be invested in Friedrich Vorwerk business areas, such as the expansion of transport grids, distribution grids or the hydrogen core grid.
Information Technology
According to the digital association Bitkom, the German digital sector continues to grow and companies in the German IT and telecommunications sector are positive about their business situation. Bitkom expects revenue in the information technology sector to increase by $5.4 \%$ for the year as a whole. Growth in the areas of software and hardware will be strongly driven by platforms for the development, testing and provision of AI software ( $+39.2 \%$ ), applications for collaboration and mobile working ( $+15.1 \%$ ), security software ( $+12.7 \%$ ) and infrastructure-as-a-service ( $+22.2 \%$ ), among others.
Automotive industry
According to the German Association of the Automotive Industry (VDA), sales in the national and international passenger car markets were mostly up compared to the first half of 2023. Sales in the EU increased by $4.5 \%$, in the USA by $2.1 \%$, in China by $3.3 \%$ and in Germany by around $5 \%$. At $18.6 \%$, the share of electric vehicles in new registrations in Germany has fallen by 2.8 percentage points compared to the first half of 2023. Demand for electric vehicles remains subdued in Germany, which is partly due to the abrupt end to subsidies and the weak overall economic development.
Business development, result of operations, financial position and net assets
Business Development
In the first half of the financial year, MBB increased its revenue by $9.3 \%$ from $€ 427.2$ million to $€ 467.0$ million. In the same period, adjusted EBITDA increased by $75.0 \%$ from $€ 31.9$ million to $€ 55.8$ million. At $12.0 \%$, the adjusted EBITDA margin was thus significantly higher than in the same period of the previous year, when it was $7.5 \%$. Adjusted earnings per share totalled $€ 2.59$ and were therefore several times higher than in the previous year (previous year: $€ 0.42$ ).
The Service \& Infrastructure segment, which comprises Friedrich Vorwerk and DTS, increased its revenue by $16.5 \%$ year-on-year to $€ 242.6$ million. Friedrich Vorwerk recorded revenue growth of $17.2 \%$ to $€ 194.1$ million, while DTS grew by $13.3 \%$ to $€ 48.6$ million. The segment's EBITDA increased significantly by $61.3 \%$ to $€ 31.9$ million, which corresponds to an EBITDA margin of $13.2 \%$. A large part of this increase in profitability is attributable to Friedrich Vorwerk, which was able to increase EBITDA by an impressive $80.0 \%$ in the first half of the year. The main driver of this positive development is the now largely completed finalisation of old projects and framework agreements, which were affected by price increases. These have been replaced by new projects from the record order backlog, which were acquired at significantly better conditions. DTS was also able to significantly increase its profitability with a $20.1 \%$ rise in EBITDA.
Order intake at Friedrich Vorwerk totalled $€ 407.7$ million in the first half of the year. Particularly noteworthy here is the major order for the realisation of the onshore underground cable connection in the BalWin3 and LanWin4 offshore connection projects with a total volume in the clear three-digit million range attributable to Friedrich Vorwerk. Against the backdrop of the excellent development in the first half of the year and an unchanged positive outlook, Friedrich Vorwerk is raising its forecast for the 2024 financial year and now expects revenue of over $€ 410$ million with profitability at the upper end of the forecast range of 11-13\% EBITDA margin.
The Technological Applications segment, which comprises the listed companies Aumann and Delignit, recorded revenue growth of $6.6 \%$ to $€ 178.2$ million in the first half of the year (previous year: $€ 167.2$ million). The segment's EBITDA also rose significantly by $40.1 \%$ to $€ 17.7$ million (previous year: $€ 12.6$ million). Aumann increased its revenue by $18.9 \%$ to $€ 141.4$ million and almost doubled its adjusted EBITDA once again from $€ 8.1$ million to $€ 15.3$ million. Aumann thus achieved an adjusted EBITDA margin of $10.8 \%$ (previous year: $6.8 \%$ ). Although the company's incoming orders of $€ 130.0$ million in the first half of the year were down on the high prior-year figure, Aumann still has excellent visibility thanks to its comfortable order backlog of $€ 288.4$ million. For the financial year 2024, Aumann continues to expect revenue growth to over $€ 320$ million with an EBITDA margin of $9-11 \%$. In a persistently volatile market environment, Delignit recorded a $23.8 \%$ decline in revenue to $€ 36.7$ million in the first half of the year. Demand in the caravan business in particular was significantly weaker than expected. The Technological Applications target market developed positively, but was unable to compensate for the decline in revenue in the other divisions. Accordingly, Delignit's profitability was also below the previous year's level with an EBITDA margin of $6.4 \%$.
The Consumer Goods segment comprises the mattress manufacturer CT Formpolster and Hanke, which specialises in tissue products. The segment's revenue declined by $11.1 \%$ to $€ 46.4$ million (previous year: $€ 52.2$ million), which is due in particular to the temporarily weaker consumer demand in the furniture and mattress market, which primarily affects CT Formpolster. However, the segment's EBITDA of $€ 4.2$ million was significantly higher than in the previous year (previous year: $€ 0.0$ million). This was mainly driven by the high energy price commitments of the previous year, that expired for Hanke at the turn of the year, and which now allow the company to return to its usual high level of profitability.
On 31 January 2024, the Board of MBB resolved to make use of the authorisation granted by the Annual General Meeting on 12 June 2023 to acquire treasury shares in accordance with Art. 5 SE Regulation in conjunction with Section 71 para. 1 no. 8. AktG and to offer shareholders the buyback of up to 571,639 treasury shares (approx. 10\% of the share capital) as part of a voluntary public buyback offer to all shareholders.
As part of this offer, 393,522 shares were tendered to MBB SE by the end of the acceptance period, which were repurchased in full at a price of $€ 96.00$ per share. This corresponds to around $6.9 \%$ of the share capital and a total purchase price excluding incidental acquisition costs of $€ 37.8$ million.
MBB SE acquired 620,747 shares in Friedrich Vorwerk Group SE in the first half of the year, meaning that its stake in the company now amounts to $49.97 \%$ (31 December 2023: 46.86\%).
Aumann AG also acquired 348,272 treasury shares in the first six months as part of a share buy-back programme with a total value of $€ 6.0$ million. Aumann AG held treasury shares amounting to $5.9 \%$ as at 30 June 2024.
Results of operations, financial position and net assets
The MBB Group's net assets, financial position and results of operations are very positive despite the volatile overall economic developments. At $€ 467.0$ million, consolidated revenue after six months of the financial year 2024 is $9.3 \%$ above last year's level (previous year: $€ 427.2$ million).
Income from joint ventures and associates totalled $€ 5.5$ million (previous year: $€ 6.8$ million) and relate to joint ventures of Friedrich Vorwerk. Other operating income of $€ 10.5$ million (previous year: $€ 9.0$ million) includes income from securities of $€ 2.5$ million, income from capitalised own work of $€ 1.9$ million, income from the offsetting of remuneration in kind of $€ 1.6$ million, income from reimbursements and grants of $€ 1.4$ million, income from currency translation of $€ 0.8$ million and other income of $€ 2.4$ million. Own work capitalised mainly relates to the capitalisation of development costs at Aumann.
Cost of materials decreased by $0.9 \%$ to $€ 254.0$ million, while adjusted personnel expenses increased by $14.8 \%$ to $€ 140.8$ million.
Other operating expenses amounted to $€ 31.4$ million (previous year: $€ 32.1$ million) in the first six months. In particular, this includes maintenance and repair expenses, legal and consulting fees, advertising expenses, insurance premiums, travel expenses and other external services.
Adjusted EBITDA increased by $75.0 \%$ to $€ 55.8$ million corresponding to an adjusted EBITDA margin of $12.0 \%$ (previous year: $7.5 \%$ ). In the first six months of 2024, adjusted personnel expenses of $€ 1.0$ million were incurred (previous year: $€ 1.1$ million) in connection with MBB SE's and Aumann AG's stock option programs.
EBITDA (adj.) by quarter in millions of $€$
Adjusted depreciation and amortisation increased by $10.7 \%$ year-on-year to $€ 22.0$ million after six months of the financial year 2024. Adjustments relate to the depreciation and amortisation of assets amounting to $€ 0.3$ million capitalised as part of purchase price allocations (previous year: $€ 1.1$ million).
This resulted in an adjusted EBIT of $€ 33.8$ million (previous year: $€ 12.0$ million).
Taking into account the financial result of $€ 1.8$ million (previous year: $€ 1.0$ million), adjusted EBT amounted to $€ 35.6$ million (previous year: $€ 13.1$ million).
The adjusted consolidated net income after minority interests amounted to $€ 14.2$ million (previous year: $€ 2.4$ million) or $€ 2.59$ per share (previous year: $€ 0.42$ per share) in the first half of the year.
Consolidated equity amounted to $€ 733.3$ million as of 30 June 2024 (31 December 2023: $€ 763.9$ million). In relation to the consolidated total assets of $€ 1,093.5$ million (31 December 2023: $€ 1,149.0$ million), the equity ratio slightly increased to $67.1 \%$ compared to $66.5 \%$ as of 31 December 2023. The reduction in consolidated equity in the first six months was mainly due to the acquisition of treasury shares by MBB
SE (€-37.8 million) and by Aumann AG (€-6.0 million), the acquisition of an additional 3.10\% stake in Friedrich Vorwerk (€-9.6 million) as well as due to liabilities for resolved profit distributions to MBB shareholders (€-5.4 million) and non-controlling interests (€-3.1 million). This was partly offset by the fair value measurement of gold and securities ( $€ 7.3$ million) and earnings after taxes according to IFRS of $€ 23.1$ million generated in the first six months of 2024, of which $€ 13.2$ million is attributable to shareholders of MBB SE and $€ 9.8$ million is attributable to non-controlling interests.
As of 30 June 2024 the MBB Group had liquid funds (including securities and physical gold holdings) of $€ 423.8$ million (31 December 2023: $€ 529.6$ million), of which $€ 281.7$ million were attributable to MBB SE (31 December 2023: €311.5 million). After deducting the Group's financial debt of $€ 65.6$ million (31 December 2023: €54.3 million), the MBB Group's net cash position amounts to €358.1 million, compared to $€ 475.3$ million as of 31 December 2023. Of this amount, $€ 276.0$ million are attributable to MBB SE (31 December 2023: €311.1 million).
Net cash was reduced by the cash flow from operating activities of $€-30.7$ million, the acquisition of treasury shares by MBB SE (€-37.8 million) and by Aumann AG (€-6.0 million), net investments in property, plant and equipment and intangible assets (€-27.4 million), payments to increase the shareholding in Friedrich Vorwerk (€-9.6 million) as well as profit distributions to non-controlling interests made from equity (€-3.1 million) and made from liabilities by subsidiaries in the legal form of a partnership (€-0.6 million). Non-cash effects had an impact on net cash, particular the measurement of gold and securities at fair value ( $€ 7.3$ million) as well as the commencement of new leases and the associated increase in lease liabilities (€-3.0 million). The dividend of MBB SE in the amount of $€-5.4$ million that had already been resolved but not yet paid as at the reporting date was also recognised as a liability and deducted from net liquidity. The repurchase of treasury shares, the increase in the shares in Friedrich Vorwerk and the dividend together contributed $€ 52.8$ million to the $€ 35.1$ million decrease in MBB SE's net liquidity.
In the first six months, investments were made in bonds totalling $€ 26.5$ million and shares amounting to $€ 1.9$ million. This was offset by proceeds from maturing bonds totalling $€ 18.5$ million and sales of shares amounting to $€ 10.4$ million. In the consolidated cash flow statement, these effects are recognised in cash flow from investing activities.
Segment performance
The following segments are reported:
- Service \& Infrastructure
- Technological Applications
- Consumer Goods
In first half-year 2024, the Service \& Infrastructure segment increased its revenue to $€ 242.6$ million (previous year: $€ 208.2$ million), while adjusted EBITDA amounted to $€ 31.9$ million for the same period (previous year: $€ 19.8$ million). This corresponds to an EBITDA margin of $13.2 \%$ (previous year: $9.5 \%$ ).
In the Technological Applications segment, revenue increased year-on-year to $€ 178.2$ million (previous year: $€ 167.2$ million), while adjusted EBITDA increased significantly to $€ 17.7$ million and an EBITDA margin of $9.9 \%$ (previous year: $€ 12.6$ million or $7.5 \%$ ).
At $€ 46.4$ million, revenue in the Consumer Goods segment were down on the previous year (previous year: $€ 52.2$ million). However, the segment's EBITDA of $€ 4.2$ million was above the previous year's level (previous year: $€-0.05$ million).
Employees
The number of people employed by the MBB Group slightly increased from 3,782 as of 31 December 2023 to 3,951 as of 30 June 2024. In addition, the MBB Group is currently training 220 apprentices and employees in dual study programs.
Report on risks and opportunities
The risks and opportunities for the business development of the MBB Group are described in the Group management report for the 2023 financial year, which is available on our website www.mbb.com. The assessment remains unchanged. MBB SE's risk management system is designed to identify risks early on and to take immediate action.
Outlook
In the light of the significant increase in earnings in the first half of the year and a continuing positive outlook, MBB is slightly raising its forecast for the adjusted EBITDA margin for the 2024 financial year from $10 \%$ to more than $10 \%$. MBB continues to expect revenue to increase to $€ 1$ billion.
Berlin, 14 August 2024
The Executive Management of MBB SE
IFRS interim consolidated financial statements
Percentages and figures in this report may be subject to rounding differences.
| Taxi year | ||
|---|---|---|
| IFRS consolidated statement of profit or loss | 1 Jan 30 Jun 2022 | 1 Jan 30 Jun 2022 |
| (unaudited) | Es | Es |
| Revenue | 467,002 | 427,178 |
| Increase ( $*$ ) or decrease (-) in finished goods and work in progress | $-1,055$ | $-112$ |
| Operating performance | 465,947 | 427,066 |
| Income from joint ventures and associates | 5,494 | 6,810 |
| Other operating income | 10,518 | 8,994 |
| Total performance | 481,959 | 442,870 |
| Cost of raw materials and supplies | $-151,544$ | $-151,074$ |
| Cost of purchased services | $-102,464$ | $-105,201$ |
| Cost of materials | $-254,008$ | $-256,276$ |
| Wages and salaries | $-111,387$ | $-97,460$ |
| Social security and pension costs | $-30,394$ | $-26,182$ |
| Personnel expenses | $-141,782$ | $-123,642$ |
| Other operating expenses | $-31,362$ | $-32,095$ |
| Earnings before interest, taxes, depreciation and amortisation (EBITDA) | 54,807 | 30,856 |
| Depreciation and amortisation expense | $-22,368$ | $-21,020$ |
| Earnings before interest and taxes (EBIT) | 32,440 | 9,837 |
| Finance income | 4,424 | 2,671 |
| Finance costs | $-1,915$ | $-1,441$ |
| Earnings attributable to non-controlling interests | $-765$ | $-175$ |
| Net finance costs | 1,744 | 1,055 |
| Earnings before taxes (EBT) | 34,184 | 10,892 |
| Income tax expense | $-10,510$ | $-5,185$ |
| Other taxes | $-606$ | $-341$ |
| Earnings after taxes | 23,067 | 5,366 |
| thereof attributable to: | ||
| - Shareholders of MBB SE | 13,234 | 1,171 |
| - Non-controlling interests | 9,833 | 4,195 |
| Basic earnings per share (in $€$ ) | 2.42 | 0.20 |
| Diluted earnings per share (in $€$ ) ${ }^{1}$ | 2.38 | 0.20 |
[^0]
[^0]: ${ }^{1}$ The previous year's figure for diluted earnings per share has been adjusted (see section III. 9 in the notes to the consolidated financial statements for financial year 2023).
| Half-year | |||
|---|---|---|---|
| 1 Jan - 30 Jun 2024 | 1 Jan - 30 Jun 2025 | ||
| (FRS consolidated statement of comprehensive income | |||
| unaudited) | cs | cs | |
| Earnings after taxes | 23,067 | 5,366 | |
| Items that may be subsequently reclassified to profit and loss | |||
| Fair value changes bonds and gold | 580 | 155 | |
| Currency translation differences | 307 | 920 | |
| Reclassifications to profit or loss (debt instruments) | $-112$ | 1,347 | |
| Items that may not be subsequently reclassified to profit and loss | |||
| Fair value changes shares | 6,757 | 13,694 | |
| Other comprehensive income after taxes | 7,530 | 16,116 | |
| Comprehensive income for the reporting period | 30,597 | 21,482 | |
| thereof attributable to: | |||
| - Shareholders of the parent company | 20,608 | 17,199 | |
| - Non-controlling interests | 9,989 | 4,283 |
| End Quarter | ||
|---|---|---|
| IFRS consolidated statement of profit or loss | 1 Apr - 30 Jun 2024 | 1 Apr - 30 Jun 2025 |
| Unaudited) | € | € |
| Revenue | 261,534 | 226,345 |
| Increase ( + ) or decrease (-) in finished goods and work in progress | $-1,558$ | $-1,100$ |
| Operating performance | 259,977 | 225,245 |
| Income from joint ventures and associates | 2,296 | 2,399 |
| Other operating income | 4,496 | 5,965 |
| Total performance | 266,769 | 233,609 |
| Cost of raw materials and supplies | $-85,797$ | $-82,615$ |
| Cost of purchased services | $-58,534$ | $-53,176$ |
| Cost of materials | $-144,331$ | $-135,791$ |
| Wages and salaries | $-57,760$ | $-50,613$ |
| Social security and pension costs | $-15,960$ | $-13,282$ |
| Personnel expenses | $-73,720$ | $-63,896$ |
| Other operating expenses | $-16,084$ | $-16,353$ |
| Earnings before interest, taxes, depreciation and amortization (EBITDA) | 32,633 | 17,569 |
| Depreciation and amortization expense | $-11,239$ | $-10,628$ |
| Earnings before interest and taxes (EBIT) | 21,395 | 6,942 |
| Finance income | 2,049 | 1,562 |
| Finance costs | $-1,005$ | $-735$ |
| Earnings attributable to non-controlling interests | $-763$ | $-149$ |
| Net finance costs | 280 | 679 |
| Earnings before taxes (EBT) | 21,674 | 7,620 |
| Income tax expense | $-7,088$ | $-2,837$ |
| Other taxes | $-290$ | $-189$ |
| Earnings after taxes | 14,297 | 4,595 |
| thereof attributable to: | ||
| - Shareholders of MBB SE | 7,468 | 1,766 |
| - Non-controlling interests | 6,829 | 2,829 |
| Basic earnings per share (in €) | 1.40 | 0.31 |
| Diluted earnings per share (in €) ${ }^{1}$ | 1.38 | 0.31 |
[^0]
[^0]: ${ }^{1}$ The previous year's figure for diluted earnings per share has been adjusted (see section III. 9 in the notes to the consolidated financial statements for financial year 2023).
| Vnd Quarter | |||
|---|---|---|---|
| IFRS consolidated statement of comprehensive income | 1 Apr - 30 Jun 2024 | 1 Apr - 30 Jun 2025 | |
| (unaudited) | |||
| Earnings after taxes | 14,297 | 4,595 |
|---|---|---|
| Items that may be subsequently reclassified to profit and loss | ||
| Fair value changes bonds and gold | 212 | $-286$ |
| Currency translation differences | 62 | 985 |
| Reclassifications to profit or loss (debt instruments) | $-21$ | 262 |
| Items that may not be subsequently reclassified to profit and loss | ||
| Fair value changes shares | 825 | 6,995 |
| Other comprehensive income after taxes | 1,077 | 7,955 |
| Comprehensive income for the reporting period | 15,374 | 12,550 |
| thereof attributable to: | ||
| - Shareholders of the parent company | 8,514 | 9,701 |
| - Non-controlling interests | 6,859 | 2,850 |
| Statement of financial position | 30 Jun 2024 | 31 Dec 2023 |
|---|---|---|
| Assets (IFRS) | unaudited | audited |
| 66 | 66 | |
| Non-current assets | ||
| Concessions, industrial property rights and similar rights | 21,184 | 21,094 |
| Goodwill | 48,899 | 48,726 |
| Advance payments | 0 | 4 |
| Intangible assets | 70,083 | 69,824 |
| Land and buildings including buildings on third-party land | 103,255 | 91,875 |
| Technical equipment and machinery | 63,463 | 62,238 |
| Other equipment, operating and office equipment | 42,073 | 37,130 |
| Advance payments and assets under development | 7,297 | 16,647 |
| Property, plant and equipment | 216,088 | 207,891 |
| Joint ventures and associates | 12,806 | 10,578 |
| Other participations | 1 | 1 |
| Long-term securities | 87,283 | 89,020 |
| Other loans | 342 | 414 |
| Financial assets | 100,431 | 100,012 |
| Deferred tax assets | 19,855 | 18,639 |
| 406,457 | 396,366 | |
| Current assets | ||
| Raw materials and supplies | 25,698 | 24,570 |
| Work in progress | 10,098 | 9,285 |
| Finished goods and commodities | 9,514 | 9,775 |
| Advance payments | 14,435 | 10,747 |
| Inventories | 59,745 | 54,377 |
| Trade receivables | 68,578 | 81,962 |
| Contract assets | 200,397 | 149,563 |
| Income tax receivables | 9,903 | 14,424 |
| Other current assets | 11,812 | 11,542 |
| Trade receivables and other current assets | 290,691 | 257,491 |
| Gold | 5,585 | 4,808 |
| Securities | 130,469 | 121,906 |
| Derivative financial instruments | 150 | 172 |
| Financial assets | 136,203 | 126,886 |
| Cash on hand | 40 | 51 |
| Bank balances | 200,389 | 313,850 |
| Cash on hand and bank balances | 200,428 | 313,901 |
| 687,068 | 752,655 | |
| Total assets | 1,093,524 | 1,149,020 |
| Statement of financial position | 30 Jun 2024 | 31 Dec 2023 |
|---|---|---|
| Equity and liabilities (IFRS) | unaudited | audited |
| $\mathbf{6 6}$ | $\mathbf{6 6}$ | |
| Equity | ||
| Issued capital | 5,323 | 5,716 |
| Capital reserve | 432,250 | 469,193 |
| Legal reserve | 61 | 61 |
| Retained earnings and other comprehensive income | 90,967 | 80,355 |
| Non-controlling interests | 204,696 | 208,582 |
| 733,296 | 763,908 | |
| Non-current liabilities | ||
| Liabilities to banks | 25,111 | 23,044 |
| Lease liabilities | 9,538 | 10,759 |
| Liabilities from participation rights | 10,213 | 10,213 |
| Contract liabilities | 666 | 810 |
| Liabilities to non-controlling interests | 2,733 | 1,967 |
| Other liabilities | 1,123 | 2,769 |
| Pension provisions | 18,928 | 18,928 |
| Other provisions | 5,152 | 4,739 |
| Deferred tax liabilities | 34,339 | 29,433 |
| 107,804 | 102,662 | |
| Current liabilities | ||
| Liabilities to banks | 18,010 | 12,473 |
| Lease liabilities | 7,595 | 7,865 |
| Trade payables | 57,482 | 66,316 |
| Contract liabilities | 72,843 | 97,086 |
| Liabilities to non-controlling interests | 1,275 | 1,787 |
| Liabilities from dividends ${ }^{1}$ | 5,376 | 0 |
| Other liabilities | 24,616 | 33,028 |
| Accruals | 39,714 | 37,278 |
| Income tax liabilities | 8,450 | 8,997 |
| Other provisions | 17,063 | 17,619 |
| 252,424 | 282,450 | |
| Total equity and liabilities | 1,093,524 | 1,149,020 |
[^0]
[^0]: 1 The dividend was paid out to MSB shareholders on 1 July 2024.
| Consolidated statement of cash flows | 1 Jan - 30 Jun 2024 | 1 Jan - 30 Jun 2025 |
|---|---|---|
| Unsucdited) | ||
| 1. Cash flow from operating activities | ||
| Earnings before interest and taxes (EBIT) | 32,440 | 9,837 |
| Depreciation and amortisation expense | 22,368 | 21,020 |
| Increase ( + ), decrease (-) in provisions | $-170$ | 743 |
| Gains (-), Losses (+) from disposal of non-current assets | $-72$ | $-36$ |
| Income from joint ventures and associates | $-5,494$ | $-6,810$ |
| Other non-cash expenses and income | 33 | 533 |
| Adjustments for non-cash transactions | 16,665 | 15,451 |
| Reclassifications | $-1,197$ | 595 |
| Increase (-), decrease (+) in inventories, trade receivables and other assets | $-39,918$ | $-62,629$ |
| Decrease (-), increase (+) in trade payables and other liabilities | $-41,399$ | 15,711 |
| Change in working capital | $-81,317$ | $-46,918$ |
| Income taxes paid | $-2,872$ | $-10,369$ |
| Interest received | 5,569 | 3,187 |
| Dividend proceeds from joint ventures and associates | 29 | 1,325 |
| Cash flow from operating activities | $-30,683$ | $-26,892$ |
| 2. Cash flow from investing activities | ||
| Investments (-), investments (+) of intangible assets | $-4,341$ | $-4,052$ |
| Investments (-), divestments (+) of property, plant and equipment | $-23,047$ | $-18,144$ |
| Investments (-), divestments (+) of long-term financial assets and securities | 532 | $-46,436$ |
| Business combination (less cash received) | $-126$ | 0 |
| Cash flow from investing activities | $-26,981$ | $-68,632$ |
| 3. Cash flow from financing activities | ||
| Profit distribution to shareholders | 0 | $-5,716$ |
| Payments to non-controlling interests | $-3,628$ | $-3,590$ |
| Purchase of own shares | $-37,778$ | $-7,002$ |
| Acquisition of treasury shares by subsidiaries | $-5,972$ | $-5,980$ |
| Payments for (-), proceeds from disposal of (+) shares without change of control | $-9,554$ | $-7,905$ |
| Proceeds from borrowings | 13,497 | 12,936 |
| Repayments of loans | $-6,128$ | $-8,928$ |
| Payments for lease liabilities | $-4,397$ | $-4,420$ |
| Interest payments | $-1,872$ | $-1,416$ |
| Cash flow from financing activities | $-55,831$ | $-32,022$ |
| Cash and cash equivalents at end of period | ||
| Change in cash and cash equivalents (Subtotal 1-3) | $-113,496$ | $-127,547$ |
| Effects of changes in foreign exchange rates (non-cash) | 23 | $-125$ |
| Cash and cash equivalents at beginning of period | 313,901 | 362,706 |
| Cash and cash equivalents at end of period | 200,428 | 235,035 |
| Composition of cash and cash equivalents | ||
| Cash on hand | 40 | 41 |
| Bank balances | 200,389 | 234,993 |
| Reconciliation to liquid funds as of 30 June | 20% | 22% |
| Cash and cash equivalents at end of period | 200,428 | 235,035 |
| Gold | 5,585 | 4,542 |
| Securities | 217,751 | 205,986 |
| Liquid funds as of 30 June | 423,764 | 445,563 |
Notes to the interim consolidated financial statements
Information on the company
MBB SE is headquartered at Joachimsthaler Str. 34, 10719 Berlin, Germany. It is entered in the commercial register of the Berlin-Charlottenburg District Court under HRB 165458.
Accounting
The interim financial report of the MBB Group for the period 1 January to 30 June 2024 was prepared on the basis of the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) as adopted in the EU. It was prepared in accordance with IAS 34.
Accounting policies
The accounting policies adopted are the same as those applied in preparing the consolidated financial statements as of 31 December 2023. The preparation of the financial statements is influenced by accounting policies and assumptions and estimates affecting the amount and reporting of recognized assets, liabilities, contingent liabilities and income and expense items. Matters relating to revenue are deferred intra-year.
Review
The condensed interim consolidated financial statements as of 30 June 2024 and the Interim Group management report were neither audited in accordance with section 317 of the Handelsgesetzbuch (HGB German Commercial Code) nor reviewed by an auditor.
Dividend
On 26 June 2024, the Annual General Meeting of MBB SE resolved to distribute a dividend of $€ 5.4$ million ( $€ 1.01$ per dividend-bearing share) for the financial year 2023. The dividend was recognised as a liability as at 30 June 2024 and paid out from 1 July 2024.
Changes in contingent liabilities
There were no material changes in contingent liabilities compared to 31 December 2023.
Related party transactions
Business transactions between consolidated Group companies and unconsolidated Group companies are conducted at arm's-length conditions.
Segment reporting
The management of the MBB Group defines the segments as reported in the Interim Group management report. Segment liabilities do not include any liabilities for taxes, lease liabilities or liabilities to banks.
| Segment reporting | 2024 | 2023 | A, 2024 / 2023 |
|---|---|---|---|
| Half year (unsulited) | Es | Es | Es |
| Service \& Infrastructure | |||
| Revenue | 242,616 | 208,169 | 34,447 |
| EBITDA (adjusted) | 31,924 | 19,786 | 12,137 |
| Segment assets | 320,847 | 307,260 | 13,587 |
| Segment liabilities | 101,095 | 94,679 | 6,416 |
| Technological Applications | |||
| Revenue | 178,162 | 167,175 | 10,987 |
| EBITDA (adjusted) | 17,653 | 12,596 | 5,056 |
| Segment assets | 246,135 | 267,059 | $-20,924$ |
| Segment liabilities | 127,692 | 138,796 | $-11,104$ |
| Consumer Goods | |||
| Revenue | 46,398 | 52,220 | $-5,822$ |
| EBITDA (adjusted) | 4,186 | $-49$ | 4,234 |
| Segment assets | 58,025 | 60,050 | $-2,025$ |
| Segment liabilities | 16,689 | 21,480 | $-4,792$ |
| Reconciliation | |||
| Service \& Infrastructure | $-88$ | $-279$ | 192 |
| Technological Applications | $-20$ | $-40$ | 20 |
| Consumer Goods | $-58$ | $-66$ | 9 |
| Revenue | $-165$ | $-386$ | 220 |
| EBITDA (adjusted) | 2,076 | $-423$ | 2,499 |
| Group | |||
| Third party revenue Service \& Infrastructure | 242,528 | 207,889 | 34,639 |
| Third party revenue Technological Applications | 178,142 | 167,135 | 11,007 |
| Third party revenue Consumer Goods | 46,341 | 52,154 | $-5,813$ |
| Revenue | 467,002 | 427,178 | 39,824 |
| EBITDA (adjusted) | 55,838 | 31,912 | 23,927 |
A revenue share of $€ 349.3$ million (previous year: $€ 299.6$ million) is attributable to customer contracts with revenue being recognised over time. Adjusted EBITDA for the segments is reconciled to consolidated net profit as follows:
| Reconciliation of EBITDA to consolidated net profit | 2024 | 2023 |
|---|---|---|
| Half year | Es | Es |
| Total EBITDA (adjusted) of the segments | 53,762 | 32,334 |
| Adjustments of EBITDA | $-1,031$ | $-1,055$ |
| Reconciliation to Group EBITDA | 2,076 | $-423$ |
| Group EBITDA | 54,807 | 30,856 |
| Depreciation and amortization expense | $-22,368$ | $-21,020$ |
| Net finance costs | 1,744 | 1,055 |
| Earnings before taxes (EBT) | 34,184 | 10,892 |
| Income tax expense | $-10,510$ | $-5,185$ |
| Other taxes | $-606$ | $-341$ |
| Earnings after taxes | 23,067 | 5,366 |
| /. Non-controlling interests | 9,833 | $-4,195$ |
| Consolidated net profit | 13,234 | 1,171 |
The "Adjustments of EBITDA" include personnel expenses in connection with the stock option programs of MBB SE and Aumann AG in the amount of $€ 1.0$ million (previous year: $€ 1.1$ million). The "Reconciliation to the Group EBITDA" includes consolidation effects between the segments and the holding company's income and expenses that are not based on transactions with subsidiaries. This includes, in particular, income and expenses from securities and the remuneration of MBB SE personnel.
Disclosures on financial instruments
The following tables show the carrying amounts and fair values of financial instruments by class and measurement category in accordance with IFRS 9. In addition, the financial instruments measured at fair value are categorised in the IFRS 13 fair value hierarchy. Their individual levels' definition is as follows:
Level 1: Fair value measurement is based on quoted prices in active markets (e.g. stock exchange prices).
Level 2: Market observable parameters are included in the market value calculation to a significant extent.
Level 3: The determination of market value is based on valuation methods that predominantly include non-market observable input factors.
Assets, trade payables, liabilities to non-controlling interests and other financial liabilities recognised at cost under IFRS 9 mainly have short remaining terms. Their carrying amounts approximate their fair values as at the reporting date. In accordance with IFRS 7.29a, their fair value is not disclosed ("n/a").
[^0]
[^0]: ' FVTPL: fair value through profit or loss; FVTOCI: fair value through other comprehensive income; AC: amortized cost; FLaC: financial liabilities at amortized cost
${ }^{2}$ Other financial assets and other financial liabilities include all other current assets and other liabilities that do not arise from taxes and prepaid expenses and deferred income.
The principles and methods used to determine fair value are unchanged as of 30 June 2024. More detailed explanations can be found in section VI. of the notes to the consolidated financial statements 2023.
There were no changes between levels in either the current half-year or the previous financial year.
The contingent consideration from put options represents obligations arising from the acquisition of shares in a company in the form of transferring additional assets to the seller of a business if certain events are fulfilled in the future. In the reporting period, interest expenses of $€ 35$ thousand (previous year: €35 thousand) were recognised from the accrual of interest on the contingent consideration and reported under finance costs. The following table shows the measurement methods used to determine fair values.
| Financial instrument | Valuation technique | Material, unobservable input factors |
|---|---|---|
| Securities | The fair value is based on the market price of equity and debt instruments as of 30 June 2024. | not applicable |
| Contingent considerations from put options | Discounted cash flows based on contractually fixed mechanisms | Performance of the purchased entity The fair value of contingent consideration liabilities would decrease if the performance of the purchased entity would be lower. |
Events after the end of the reporting period
There were no significant events after the end of the reporting period
Responsibility statement
To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the results of operations, financial position and net assets of the Group, and the interim management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.
Berlin, 14 August 2024
The Executive Management of MBB SE
Financial calendar
Hamburger Investorentage
21 - 22 August 2024
Commerzbank and ODDO BHF Corporate Conference
3 - 4 September 2024
Berenberg and Goldman Sachs German Corporate Conference
23 - 25 September 2024
Quarterly report Q3
14 November 2024
Deutsches Eigenkapitalforum
25 - 27 November 2024
End of Financial Year
31 December 2024
This document is an English translation of the original report written in German. In the event of discrepancies, the authoritative German version of the document shall take precedence.
Both language versions are available on the Internet at
https://www.mbb.com/ir/berichte.html
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Contact
MBB SE
Joachimsthaler Straße 34
10719 Berlin
Tel.: +49 3084415330
Fax.: +49 3084415333
www.mbb.com
[email protected]
Imprint
MBB SE
Joachimsthaler Straße 34
10719 Berlin
MBB.COM