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Recordati Industria Chimica e Farmaceutica

Quarterly Report Aug 1, 2022

4056_ir_2022-08-01_a0451fe7-ede4-4f3e-a04b-c304feeb4ace.pdf

Quarterly Report

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INTERIM FINANCIAL STATEMENTS

AT 30 JUNE 2022

CONTENTS

Page
MANAGEMENT REVIEW 3
Financial highlights 3
Corporate development news and other key events 6
Review of operations 6
Financial review 12
Business outlook 17
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AT 30 JUNE 2022 18
NOTES 24
CERTIFICATION OF THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
PURSUANT TO ART. 154‐BIS OF ITALIAN LGS. DECREE 58/98
58

This document contains forward‐looking statements relating to future events and future operating, economic and financial results of the Recordati group. By their nature, forward‐looking statements involve risk and uncertainty because they depend on the occurrence of future events and circumstances. Actual results may therefore differ materially from those forecast as a result of a variety of reasons, most of which are beyond the Recordati group's control.

The information on the pharmaceutical specialties and other products of the Recordati group contained in this document is intended solely as information on the Recordati group's activities, and therefore, as such, it is not intended as medical scientific indications or recommendations, nor as advertising.

MANAGEMENT REVIEW

FINANCIAL HIGHLIGHTS ‐ First half 2022

NET REVENUE

€ (thousands) First half
2022
% First half 2021 % 0BChanges
2022/2021
%
Total net revenue 892,490 100.0 770,835 100.0 121,655 15.8
Italy 146,308 16.4 140,067 18.2 6,241 4.5
International 746,182 83.6 630,768 81.8 115,414 18.3

KEY CONSOLIDATED P&L DATA

€ (thousands) First half First half 0BChanges
2022 % of 2021 % of 2022/2021 %
revenue revenue
Net revenue 892,490 100.0 770,835 100.0 121,655 15.8
EBITDA(1) 334,896 37.5 300,450 39.0 34,446 11.5
Operating income 232,297 26.0 250,368 32.5 (18,071) (7.2)
Adjusted operating income
(2)
275,537 30.9 251,944 32.7 23,593 9.4
Net income 151,405 17.0 207,106 26.9 (55,701) (26.9)
Adjusted net income (3) 224,766 25.2 209,819 27.2 14,947 7.1

KEY CONSOLIDATED BALANCE SHEET DATA

€ (thousands) 30 June 31 December 0BChanges %
2022 2021 2022/2021
Net financial position(4) (1,439,734) (736,539) (703,195) 95.5
Shareholders' equity 1,493,887 1,381,625 112,262 8.1

(1) Net income before income taxes, financial income and expenses, depreciation, amortization and write‐downs of property, plant and equipment, intangible assets and goodwill, non‐recurring items and non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

(2) Net income before income taxes, financial income and expenses and non‐recurring items, non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

(3) Net income excluding the amortization and write‐downs of intangible assets (except software) and goodwill, non‐recurring items, non‐ cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3 and monetary net gain & losses from hyperinflation (IAS29), net of tax effects.

(4) Cash and cash equivalents, less bank debts and loans, which include the measurement at fair value of hedging derivatives.

Second quarter 2022

NET REVENUE

€ (thousands) Second quarter
2022
% Second quarter
2021
% 0BChanges
2022/2021
%
Total net revenue 473,109 100.0 385,997 100.0 87,112 22.6
Italy 70,777 15.0 67,274 17.4 3,503 5.2
International 402,332 85.0 318,723 82.6 83,609 26.2

KEY CONSOLIDATED P&L DATA

€ (thousands) Second quarter Second quarter 0BChanges
2022 % of 2021 % of 2022/2021 %
revenue revenue
Net revenue 473,109 100.0 385,997 100.0 87,112 22.6
EBITDA(1) 171,847 36.3 150,429 39.0 21,418 14.2
Operating income 101,026 21.4 125,481 32.5 (24,455) (19.5)
Adjusted operating income
(2)
137,151 29.0 126,283 32.7 10,868 8.6
Net income 54,685 11.6 117,222 30.4 (62,537) (53.3)
Adjusted net income (3) 108,446 22.9 105,386 27.3 3,060 2.9

(1) Net income before income taxes, financial income and expenses, depreciation, amortization and write‐downs of property, plant and equipment, intangible assets and goodwill, non‐recurring items and non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

(2) Net income before income taxes, financial income and expenses and non‐recurring items, non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

(3) Net income excluding the amortization and write‐downs of intangible assets (except software) and goodwill, non‐recurring items,

non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3 and monetary net gain & losses from hyperinflation (IAS29), net of tax effects.

In the first half of 2022 the Group achieved very positive operating results, in line with expectations, with revenue and financial results up, excluding extraordinary and non‐recurring items and other adjustments, thanks to the contribution of the acquisition of EUSA Pharma, consolidated from the second quarter, the higher sales of the Eligard®, the continued growth of the portfolio of endocrinological products, and the excellent growth of many other specialties, both in the Specialty and Primary Care and Rare Diseases segments, which also reflects the ongoing post‐pandemic recovery in relevant markets. This positive performance has been achieved thanks to the strong commitment of our people across the company who are dedicated to delivering on our mission to improve the lives of our patients and their families.

Consolidated net revenue in the first half of the year amounted to € 892.5 million compared to € 770.8 million in the first half of the previous year, up by 15.8% and including the revenue deriving from the "rare and niche oncology" product portfolio acquired with EUSA Pharma of € 46.1 million. Net of the new acquisition and of the adverse currency exchange rate effect of € 3.1 million (‐0.4%), associated mainly with the Turkish lira and partially offset by the rise in the US dollar and the rouble, and adjusting for the progressive switch to direct selling of Eligard® during 1H 2021 , the organic growth of revenue was +8.7%.

Both sectors of the group contributed to the growth. With regards to the Specialty and Primary Care business, the growth of seasonal flu products was particularly significant; in the first quarter of 2021 these had also been affected by the general reduction in inventories. There was strong growth also in the OTC portfolio, while the contribution of Eligard®, licensed from Tolmar International Ltd in January 2021, was also higher than the same

period in 2021. Regarding the rare diseases business, as well as the contribution of the new products acquired with EUSA Pharma, endocrinology franchise saw continued growth (Signifor® and Isturisa®), as did metabolic portfolio in particular in the United States. Lastly, it is worth noting the positive trend of sales in Russia, of € 40.8 million, up by 67.4% over the same period of the previous year (64.6% net of the revaluation of the rouble), thanks to the recovery of the markets for flu products and the fact that the revenue in the first half of 2021 had been impacted by a sharp reduction of our distributor stock levels. Revenue achieved in Ukraine, of € 6.2 million, are substantially in line with the first half of 2021, showing good resilience thanks to an increase in demand before the escalation of the conflict.

In April the criteria were met for application of the accounting standard IAS 29 "Financial Reporting in Hyperinflationary Economies" in Turkey. The effect of the application of the standard, starting from January 1st 2022, entailed an increase in revenue of € 3.1 million, with however adverse impact on EBITDA and net Income as detailed below.

Given the materiality of the non‐monetary adjustments originating from the application of the standard IFRS 3 for the allocation of the price paid for the acquisition of EUSA Pharma, in line with the best practices of the sector to provide a disclosure as exhaustive as possible on the Group's operating performance (and comparable with the previous period), two new disclosures were inserted: Adjusted gross profit and adjusted operating income. Both these figures are adjusted for the related impacts of applying the standard IFRS 3 as well as for non‐recurring items in the case of adjusted operating income.

Operating income was € 232.3 million, down by 7.2% compared to the same period of the previous year, with a ratio to revenue of 26.0%. The operating income was impacted both by non‐recurring expenses of € 26,4 million, mainly related to one‐off costs deriving from the acquisition of EUSA Pharma for € 14.9 million and to restructuring costs to rightsize Specialty and Primary Care business, and by the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3, the effect of which on the income statement amounted to € 16.9 million. Net of these effects, adjusted operating income was € 275.5 million, up by 9.4% over the same period of the previous year, with a ratio of 30.9%. This result reflects also the effect of applying IAS 29 in Turkey, for a negative impact of approximately € 5 million.

EBITDA, of € 334.9 million, increased by 11.5% compared to half of 2021 and with a ratio to revenue of 37.5%, thanks to both the sharp increase in revenue and the benefit of the rightsizing actions carried out at the end of 2021 with regard to the Specialty and Primary Care organisation mainly in Germany and Turkey. These positive effects were partially offset by the negative impact of the application of IAS 29 as mentioned above.

Net income at € 151.4 million, was down ‐26.9% compared to the first half of 2021. The decrease is due to the material non‐recurring costs and IFRS3 adjustments mentioned above and the higher incidence of financial charges which include € 4.7 million of net monetary losses from IAS 29 adjustments and € 18.7 million of FX losses (vs €4.1 million loss in first half 2021). The latter were mainly determined by the significant revaluation of the Russian rouble and the US dollar against the euro, in particular towards the end of the second quarter of 2022 and are expected to in part reverse in second half of the year (based on RUB consensus forecast evolution).

Adjusted net income was € 224.8 million, up by 7.1% compared to the same period in 2021, at 25.2% of revenue.

The net financial position at 30 June 2022 recorded net debt of € 1,439.7 million compared to net debt of € 736.5 million at 31 December 2021. The significant increase is mainly attributable to the disbursement of € 707.0 million to acquire EUSA Pharma, which was completed on 16 March 2022, and to the net debt acquired of € 28.4 million. During the period € 35.0 million was paid to Tolmar International Ltd. in relation to the development of a new device to make administration of Eligard® easier, 13.0 million US dollars to Novartis in the context of the agreements for the transfer of the Signifor® rights and € 5.0 million in the context of the licence agreements with

Helsinn for Ledaga®. In addition, treasury shares were purchased for a total, net of sales, of € 16.6 million and dividends of € 119.5 million were paid. Free cash flow, which is operating cash flow before excluding these effects and financial items, was € 218.7 million, an increase of € 14.2 million compared to the first half of 2021.

Shareholders' equity was € 1,493.9 million

CORPORATE DEVELOPMENT NEWS AND OTHER KEY EVENTS

The acquisition of EUSA Pharma (UK) Limited was completed on 16 March 2022. This specialist global pharmaceutical company based in the United Kingdom focuses on niche rare diseases and cancers. The acquisition of EUSA Pharma is an additional and significant step forward in achieving our strategy, which aims to increase our presence in the rare diseases segment and implement our mission: improving patients' lives by delivering innovative treatments that address serious unmet medical needs. The transaction integrates Recordati's global presence with new expertise and a highly efficient and focused commercial infrastructure, adding a product portfolio of four drugs with high growth potential for the treatment of niche rare cancers and providing a platform for possible future expansion. The consolidation of the opening balances of EUSA Pharma in the Recordati group occurred with reference to the date of 31 March 2022, taking into account the fair value adjustments resulting from the Purchase Price Allocation process, with recognition in the item "Goodwill" of the difference between the acquisition cost and the fair value of the assets and liabilities acquired. In compliance with accounting standard IFRS 3, this valuation process should be considered still provisional, considering the limited period of time that has passed since the completion of the acquisition operation. The economic results were consolidated starting from the second quarter of 2022.

Pursuant to the license and supply agreements signed in January 2021 with Tolmar International Ltd to market Eligard® (leuprorelin acetate), in Europe, Turkey, Russia and other countries, following a request from the European Medicines Agency (EMA), a new device was developed to make administration of the product easier. The application for approval was submitted in the first quarter of 2022 and subsequently accepted by the authority. Eligard® is a drug for the treatment of advanced hormone‐dependent prostate cancer and for the treatment of high‐risk localized and locally advanced hormone‐dependent prostate cancer, in combination with radiotherapy. The active ingredient of Eligard®, leuprorelin acetate, is made of powder, which solubilized with a solvent, is administered through a subcutaneous injection. On the basis of the licence agreement signed, following the acceptance of the request, in the second quarter of 2022 a milestone of € 35 million was paid to Tolmar International Ltd and a milestone of €70 million will be due at the moment of approval, subject to certain conditions.

REVIEW OF OPERATIONS

The Group's business involves two segments: Specialty and Primary Care medicines, and treatments for rare diseases. Business is conducted through our subsidiaries in Europe, Russia, Turkey, North Africa, the United States of America, Canada, Mexico, certain South American countries, Japan and Australia and, in the rest of the world, based on licensing agreements with leading pharmaceutical companies.

Consolidated net revenue in the first half of 2022 was € 892.5 million compared to € 770.8 million in the first half of the previous year (+15.8% or +16.2% at constant exchange rates) and included the net revenue of EUSA Pharma which amounted to € 46.1 million. The trend in revenue reflects both the effect of the recovery in relevant markets from the effects of the COVID‐19 pandemic (which was particularly significant for seasonal flu products), the continuous growth of the rare diseases products portfolio and a realignment of inventories held at our distributors while in the first half of 2021 there has been a reduction of stocks, more accentuated in the Eastern European markets and in particular in Russia.

Breakdown of revenue Revenue by geographic area*

* Excluding sales of pharmaceutical chemicals, which were at € 24.8 million, down by 3.1%, representing 2.8% of total revenue.

€ (thousands) First half
2022
First half
2021
Changes
2022/2021
6B4%
Zanidip® (lercanidipine) 67,203 79,066 (11,863) (15.0)
Zanipress® (lercanidipine+enalapril) 19,435 21,779 (2,344) (10.8)
Urorec® (silodosin) 31,135 31,395 (260) (0.8)
Livazo® (pitavastatin) 23,506 21,357 2,149 10.1
Seloken®/Seloken® ZOK/Logimax®
(metoprolol/metoprolol + felodipine)
48,479 49,718 (1,239) (2.5)
Eligard® (leuprorelin acetate) 51,526 36,755 14,771 40.2
Other corporate products* 148,298 124,846 23,453 18.8
Drugs for rare diseases 260,428 181,051 79,377 43.8
of which endocrinological products 79,986 56,326 23,660 42.0
of which "niche oncology" 46,105 46,105 n.s.

The performance of products sold directly in more than one market (corporate products) during the first half of 2022 is shown in the table below.

* Including corporate OTC products for a total of € 62.7 million in 2022 and € 51.4 million in 2021 (22.1%).

Zanidip® is a specialty containing lercanidipine, Recordati's original calcium channel blocker for the treatment of hypertension. Our lercanidipine‐based products are sold directly to the market by our marketing organizations in Europe, including Central ‐Eastern Europe, Russia, Turkey and North Africa. In the other countries and in some of the countries mentioned above with co‐marketing agreements, they are sold by our licensees.

€ (thousands) First half
2022
First half
2021
Changes
2022/2021
8B6%
Direct sales 37,262 37,332 (70) (0.2)
Sales to licensees 29,941 41,734 (11,793) (28.3)
Total lercanidipine sales 67,203 79,066 (11,863) (15.0)

Direct sales of lercanidipine‐based products were substantially in line with the previous year, with a decrease in Turkey owing to the exchange rate effect and the reduction in prices due to the competition of generic products, offset by growth in Germany and the United Kingdom. Sales to licensees, representing 44.5% of the total, decreased by 28.3% due to the distributor in China losing a tender (whereas we recorded initial sales to the new distributor during the same period the previous year) and lower sales in Central Europe due to the phasing of shipments.

Zanipress® is an original pharmaceutical specialty developed by Recordati, indicated for the treatment of hypertension, consisting of a fixed combination of lercanidipine and enalapril. This product is successfully marketed directly by Recordati or by its licensees in 54 countries.

Direct sales of Zanipress® in the first half of 2022 were down by 7.8%, mainly due to the effect of the exchange rate in Turkey and lower volumes in Italy, whereas sales to licensees (representing 10.6% of the total) were impacted by the distributor in China's loss of a tender (whereas good recorded initial sales to the new distributor during the same period the previous year).

Urorec® (silodosin) is a specialty indicated for the treatment of symptoms associated with benign prostatic hyperplasia (BPH). Currently the product is marketed in 45 countries and in the first half of 2022 sales were € 31.1 million, down by 0.8% owing mainly to the exchange rate effect in Turkey.

Sales of Livazo® (pitavastatin), a statin indicated to lower elevated total and LDL cholesterol and sold directly in Spain, Portugal, Ukraine, Greece, Switzerland, Russia, other C.I.S. countries and Turkey, were € 23.5 million in the first half of 2022, up by 10.1% thanks to the growth in volumes in various markets through our subsidiaries and through our distributors, which partially offset the effect of the unfavourable exchange rate in Turkey.

The stabilisation of sales of silodosin and the return to growth of sales of pitavastatin show once again the group's ability to manage mature products in an effective way after the loss of exclusivity.

Sales of Seloken® /Seloken® ZOK (metoprolol) and Logimax® fixed dose combination (metoprolol and felodipine), metoprolol‐based specialties belonging to the beta blocker class of drugs widely used in the treatment of various cardiovascular disorders, were € 48.5 million in the first half of 2022, down by 2.5% compared to the same period of the previous year due to lower volumes in Poland, Germany and Lithuania, not completely offset by growth in Romania and the Czech Republic.

Revenue for Eligard® in the first half of 2022 was € 51.5 million, up by 40.2% compared to the same period of the previous year. This increase was in part due to the different selling model: while in 2022 revenue was almost all derived from direct sales made by Recordati, in the first half of 2021 it was mainly made up of the transfer to Recordati of gross profit, made by the previous licensee Astellas. On a like for like basis, Eligard® revenue would be up compared to the previous year by € 3.4 million (+7.4%), demonstrating that Recordati's promotional activities have effectively stopped the negative trend in sales over recent years with a return to growth in Spain and France.

In the first half of 2022, sales of other corporate products totalled € 148.3 million, up by 18.8% over the same period of the previous year, owing mainly to the strong growth of seasonal flu products, such as Polydexa® and Isofra®, and the OTC products of the Hexa line and of Casen Recordati. Other corporate products comprise prescription as well as OTC products and include: Reagila® (cariprazine), Lomexin® (fenticonazole), Urispas® (flavoxate), Kentera® (transdermal oxybutynin), TransAct® LAT (transdermal flurbiprofen), Rupafin®/Wystamm® (rupatadine), Lopresor® (metoprolol), Procto‐Glyvenol® (tribenoside), Tergynan® (fixed combination of anti‐ infectives), in addition to CitraFleet®, Casenlax®, Fleet enema, Fosfosoda®, Reuflor®/Reuteri® (lactobacillus reuteri) and Lacdigest® (tilactase), the gastroenterology products, Polydexa®, Isofra® and Otofa®, othorynolaringological anti‐infectives, the Hexa product range for seasonal ailments of the upper respiratory tract, Abufene® and Muvagyn® gynecological disorders, Virirec® (alprostadil) and Fortacin® (lidocaine+prilocaine), for andrological disorders.

In the first half of 2022, sales of our specialties for the treatment of rare diseases, marketed directly in Europe, the Middle East, the U.S.A., Canada, Mexico and some countries in South America, Japan, Australia and through partners in other territories, totalled € 260.4 million, up by 43.8%, thanks to the revenue of Signifor®, Signifor® LAR and Isturisa® for a total of € 80.0 million (up by 42.0%), as well as growth of Panhematin® in the United States and other metabolic portfolio products in particular in the United States. The net revenue related to the acquisition of EUSA Pharma amounted to € 46.1 million and was consolidated within the Group starting from April 2022. In the first six months of 2022 the EUSA Pharma product portfolio was up (on a 'proforma' basis) by 15% compared to the same period of the previous year. It is worth noting the excellent performance of the Sylvant® and Qarziba® products.

Sales of pharmaceutical chemicals, which comprise active substances produced in the Campoverde di Aprilia plant in Italy for the international pharmaceutical industry, amounted to € 24.8 million, down by 3.1%, representing 2.8% of total revenue.

€ (thousands) First half 2022 First half 2021 Changes
2022/2021
12B0%
Italy 143,840 135,715 8,125 6.0
France 84,707 75,067 9,640 12.8
Germany 82,240 74,192 8,048 10.8
U.S.A. 118,533 79,886 38,647 48.4
Russia, other C.I.S. countries and
Ukraine
50,266 33,275 16,991 51.1
Turkey 35,304 35,140 164 0.5
Spain 69,274 55,860 13,414 24.0
Portugal 27,232 22,300 4,932 22.1
Other Western European countries 64,732 50,300 14,432 28.7
Other C.E.E. countries 62,520 53,820 8,700 16.2
North Africa 19,006 19,089 (83) (0.4)
Other international sales 110,010 110,565 (555) (0.5)
Total net pharmaceutical revenue* 867,664 745,209 122,455 16.4

Sales of the Recordati subsidiaries, which include the above‐mentioned product sales but exclude sales of pharmaceutical chemicals, are shown in the table below.

*Net revenue includes the sales of products and various revenue and excludes revenue from pharmaceutical chemical products.

Sales in countries affected by currency exchange fluctuations are shown below in their relative local currencies.

Local currency (thousands) First half
2022
First half
2021
Changes
2022/2021
13B4%
Russia (RUB) 3,231,635 1,963,791 1,267,844 64.6
Turkey (TRY) 519,041 308,208 210,833 68.4
United States of America (USD) 129,603 96,291 33,312 34.6

Net revenue in Russia excludes sales of rare disease products.

Sales of pharmaceutical specialties in Italy were at € 143.8 million, increasing by 6.0% compared to the same period of the previous year. This was primarily due to the recovery in prescription seasonal flu and allergy medicines and the continual growth in OTC products, particularly Magnesio Supremo® in addition to growth in sales in products for the treatment of rare diseases, for € 11.7 million, up by 17%.

At € 84.7 million, sales in France were up by 12.8%. France also benefited from the recovery in seasonal flu products, as well as cardiovascular medications with Reselip® marketed starting from April 2021. Sales of products for the treatment of rare diseases amounted to € 17.3 million (+7.3%).

Sales in Germany were € 82.2 million and increased by 10.8% thanks to good growth of the Ortoton® product and to the contribution of Eligard®. The trend in sales of medicines for the treatment of rare diseases was positive, up to € 16.0 million (+62.9%), thanks to the growth of the endocrinological portfolio and to the contribution of the EUSA Pharma products.

Sales generated in Russia, Ukraine and in the countries within the Commonwealth of Independent States (C.I.S.) were € 50.3 million, up by 51.1% compared to the same period of the previous year, and include an estimated positive exchange rate effect of € 2.2 million. Revenue made in Russia was RUB 3,232 million in local currency, up by 64.6% over the same period of the previous year, while sales in Ukraine were UAH 196.1 million, with a 6.1% drop in terms of local currency. The increase of sales in Russia was due to the strong recovery of seasonal flu products and demand in general after the pandemic, but also reflects the trend of the first half of 2021, in which wholesalers, in particular in Russia, had instead implemented a policy of reducing inventory levels owing to the impact of the pandemic. Sales of products for the treatment of rare diseases in this area were at € 2.9 million (+11.5%).

The Group's pharmaceutical business in the U.S.A. is dedicated to marketing products for the treatment of rare diseases. Sales were at € 118.5 million in the first half of 2022, up by 48.4%. In local currency sales increased by 34.6%, thanks also to the contribution of EUSA Pharma products for €9.3 million. Growth was mainly generated by endocrinology products (Signifor®, Signifor® LAR, Isturisa®) and products for metabolic disorders and other conditions (the main ones being Carbaglu®, Panhematin®, and Cystadrops®).

Sales in Turkey were € 35.3 million, stable compared to the previous year, and included a negative exchange rate effect estimated at € 18.3 million. In local currency sales of the branch in Turkey increased by 68.4% thanks to a significant increase in prices that occurred in March owing to the devaluation of the Turkish lira recorded over the last few years. Sales of products for the treatment of rare diseases amounted to € 3.7 million, up 34.3% mainly thanks to the contribution of the EUSA Pharma products. The effect of the application of Hyperinflation accounting (IAS 29) in Turkey has determined a positive impact on net revenues of € 3.1 million

Sales for € 69.3 million were recorded in Spain, up by 24.0%, mainly due to the contribution of Eligard®, gastrointestinal products and Flatoril®. Sales of drugs for the treatment of rare diseases amounted to € 10.0 million, up by 49.4% thanks also to the contribution of the EUSA Pharma product portfolio.

Sales in Portugal were at € 27.2 million, up by 22.1%, thanks to Eligard® and products for gastrointestinal conditions. Sales of drugs for the treatment of rare diseases amounted to € 1.4 million.

Sales in other Central and Eastern European countries, at € 62.5 million, include the sales from Recordati subsidiaries in Poland, the Czech Republic and Slovakia, Romania, Bulgaria and the Baltic Countries, in addition to sales of rare disease treatments in this area, as well as in Hungary. In the first half of 2022, overall sales increased by 16.2% thanks to growth in OTC products. Sales of products for the treatment of rare diseases in this area, amounting to € 8.7 million, increased by 83.2% compared to the first half of 2021 thanks above all to the strong contribution of sales of products for rare cancers acquired with EUSA Pharma.

Sales in other Western European countries totaled € 64.7 million, increasing by 28.7%. They include sales of products for rare diseases and Specialty and Primary Care products from the Recordati subsidiaries in the United Kingdom, Ireland, Greece, Switzerland, Nordic countries (Finland, Sweden, Denmark, Norway and Iceland) and in BeNelux. Sales of products for the treatment of rare diseases, amounting to € 23.7 million, were up by 67.9% also in this case owing to the contribution of the new EUSA Pharma products.

Sales in North Africa were € 19.0 million, down by 0.4% compared to the same period of the previous year, and comprise both the export revenue generated by Laboratoires Bouchara Recordati in these territories, in particular in Algeria, and sales generated by Opalia Pharma, the Group's Tunisian subsidiary. The reduction in sales derived from the non‐renewal of licences for the importation into Algeria of several products. Sales in Tunisia in the first half of 2022 were up by 9.1%.

Other international sales, for € 110.0 million, were down by 0.5% compared to the same period the preceding year and comprise sales and other revenue from our licensees for our corporate products, Laboratoires Bouchara Recordati's and Casen Recordati's export sales, as well as sales of products for the treatment of rare diseases in the rest of the world. The slight drop was due to the aforementioned impact of sales of lercanidipine to our distributor in China which was offset by sales of products for rare cancers.

FINANCIAL REVIEW

INCOME STATEMENT

Income statement items are shown in the table below, with the relative percentage of net revenue and changes compared to the first half of 2021:

€ (thousands) First half
2022
% of
revenue
First half
2021
% of
revenue
0BChange
2022/2021
%
Net revenue 892,490 100.0 770,835 100.0 121,655 15.8
Cost of sales (267,880) (30.0) (205,940) (26.7) (61,940) 30.1
Gross profit 624,610 70.0 564,895 73.3 59,715 10.6
Selling expenses (215,966) (24.2) (190,099) (24.7) (25,867) 13.6
Research and development
expenses
(99,333) (11.1) (81,129) (10.5) (18,204) 22.4
General and administrative
expenses
(50,850) (5.7) (40,729) (5.3) (10,121) 24.8
Other income/(expenses), net (26,164) (2.9) (2,570) (0.3) (23,594) n.s.
Operating income 232,297 26.0 250,368 32.5 (18,071) (7.2)
Financial income/(expenses), net (38,147) (4.3) (14,868) (1.9) (23,279) n.s.
Pre‐tax income 194,150 21.8 235,500 30.6 (41,350) (17.6)
Income taxes (42,745) (4.8) (28,394) (3.7) (14,351) 50.5
Net income 151,405 17.0 207,106 26.9 (55,701) (26.9)
Adjusted gross profit (1) 641,462 71.9 564,895 73.3 76,567 13.6
Adjusted operating income (2) 275,537 30.9 251,944 32.7 23,593 9.4
Adjusted net income (3) 224,766 25.2 209,819 27.2 14,947 7.1
EBITDA(4) 334,896 37.5 300,450 39.0 34,446 11.5

(1) Gross profit adjusted by the impact of non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

(2) Net income before income taxes, financial income and expenses and non‐recurring items, non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

(3) Net income excluding the amortization and write‐downs of intangible assets (except software) and goodwill, non‐recurring items, non‐ cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3 and monetary net gain & losses from hyperinflation (IAS29), net of tax effects.

(4) Net income before income taxes, financial income and expenses, depreciation, amortization and write‐downs of property, plant and equipment, intangible assets and goodwill, non‐recurring items and non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

Net revenue amounted to € 892.5 million, up by € 121.7 million compared to the first half of 2021. For a detailed analysis, please refer to the previous chapter "Review of Operations".

As mentioned above given the materiality of the non‐monetary impacts originating from the application of the standard IFRS 3 for the allocation of the higher price paid for the acquisition of EUSA Pharma, two new disclosures were inserted: Adjusted gross profit and adjusted operating income.

Gross profit was € 624.6 million, with a ratio to sales of 70.0%, down compared to the same period of the previous year owing to the impact of € 16.9 million from application of the standard IFRS 3 on the warehouse stocks of EUSA Pharma; net of this effect , the adjusted gross profit was € 641.5 million, up by 13.6%,with an increase in revenue partially offset by the dilutive effect on margin of the progressive switch to direct selling of Eligard® during 1H 2021 and by a slight increase in the cost of sales owing to the increase in raw material costs (mitigated in the first quarter by the average cost of the inventories). It is worth also noting the impact of the revaluation of inventories in Turchia in application of IAS 29 "Financial Reporting in Hyperinflationary Economies" with a negative impact of approximately € 8 million.

Selling expenses increased by 13.6% due to the resumption in promotional activities compared to the same period of the previous year (which was still affected by the COVID‐19 pandemic) and the increased resources needed to support the growth of endocrinology products. This increase was nonetheless partially offset by the benefits of the rightsizing actions put in place at the end of 2021 with regard to the commercial organization of the Specialty and Primary Care, primarily in Germany and Turkey. Expenses as a percentage of revenue came down compared to the same period of the previous year due to a particularly positive revenue performance.

Research and development expenses were € 99.3 million, an increase of 22.4% compared to those in the first half of the previous year owing both to the integration of the EUSA Pharma expenses (including € 6.2 million of amortization of intangible fixed assets) and to the increase in investments in support of products for endocrinology.

General and administrative expenses increased by 24.8% owing to the integration of EUSA Pharma and the strengthening of the general coordination structure to support an increasingly complex portfolio resulting from recent acquisitions, including EUSA Pharma.

Net Other income and expenses amounted to € 26.2 million, compared to € 2.6 million in the first half of 2021. The increase was due to non‐recurring costs related to the acquisition of EUSA Pharma of € 14.9 million (including costs related to Tech Transfer of € 4.3 million) organisational restructuring for € 10.1 million (mainly "right sizing" of the Specialty and Primary Care segment in Italy) and donations to Ukraine population.

Operating income was € 232.3 million, down by 7.2% over the same period of the previous year, with a ratio to revenue of 26.0%. The operating income was impacted both by non‐recurring expenses of € 26,4 million, mainly related to one‐off costs deriving from the acquisition of EUSA Pharma for € 14.9 million and to operations to make the sales force of the Specialty and Primary Care business more efficient and for donations of products and monetary aid to the Ukrainian population, and by the revaluation of the EUSA Pharma inventories acquired according to the provisions of the accounting standard IFRS 3, the effect of which on the income statement calculated on the basis of the units sold in the period amounted to € 16.9 million. Net of these effects, adjusted operating income was € 275.5 million, up by 9.4% over the same period of the previous year, with a ratio of 30.9%. This result reflects also the effect of applying IAS 29 "Financial Reporting in Hyperinflationary Economies" to Turkish activities, for a negative impact of approximately € 5 million.

EBITDA, at € 334.9 million, was up by 11.5% compared to the first half of 2021, accounting for 37.5% of revenue. The amortization items classified above amounted to € 57.2 million, of which € 44.3 million related to intangible assets, up by € 8.4 million over the same period of the previous year owing mostly to the acquisition of EUSA Pharma (€ 6.2 million), and € 12.9 million relating to property, plant and equipment, up by € 0.3 million over the first half of 2021.

The reconciliation of net income and EBITDA is reported below.

€ (thousands) First half
2022
First half
2021
Net income 151,405 207,106
Income taxes 42,745 28,394
Financial income/(expenses), net 38,147 14,868
Non‐recurring operating expenses 26,388 1,576
Non‐cash charges arising from the allocation of the purchase price of
EUSA Pharma 16,852
Adjusted operating income 275,537 251,944
Amortization and write‐downs 59,359 48,506
EBITDA* 334,896 300,450

* Net income before income taxes, financial income and expenses, depreciation, amortization and write‐downs of property, plant and equipment, intangible assets and goodwill, non‐recurring items and non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

The breakdown of EBITDA* by business segment is reported below.

Rare diseases segment
Total EBITDA*
110,070
334,896
86,529
300,450
23,541
34,446
27.2
11.5
Specialty and Primary Care segment 224,826 213,921 10,905 5.1
€ (thousands) First half
2022
First half
2021
Changes
2022/2021
10B8%

* Net income before income taxes, financial income and expenses, depreciation, amortization and write‐downs of property, plant and equipment, intangible assets and goodwill, non‐recurring items and non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

The ratio of EBITDA* to revenue for the Specialty and Primary Care segment was 35.6% of EBITDA, while for the rare disease segment it was 42.3%, down compared to the previous periods owing to consolidation of the results of EUSA Pharma starting from the second quarter, which at the moment has lower margins.

Net financial charges were € 38.1 million, up by € 23.3 million compared to the same period of the previous year owing mainly to higher expenses of € 4.1 million on loans, for the new debt contracted for the acquisition of EUSA Pharma, to the higher net exchange losses of € 14.6 million, (mostly unrealised, accrued following the revaluation of the Russian rouble and the US dollar, in particular towards the end of second quarter) and to the loss of € 4.7 million arising from the application of IAS 29 in Turkey.

The tax rate on pre‐tax income is 22.0%, higher than that of the same period of the previous year which had benefited from a non‐recurring € 26.2 million, for € 12.9 million related to the transfer to the Parent Company of the ACE (Aiuto alla Crescita Economica ‐ Aid for Economic Growth) position of the subsidiary Rossini Investimenti S.p.A. following its incorporation into Recordati S.p.A. and for € 13.3 million to the effects of the revaluation of the Magnesio Supremo® trademark by the subsidiary Natural Point S.r.l. In continuation with the approach adopted in previous years, this result includes the tax benefit pertaining to the first half of 2022 relating to the Patent Box in Italy, which reduces tax for an amount of € 4.2 million.

Net income was € 151.4 million, with a ratio to revenue of 17.0%, down by 26.9% compared to the same period the previous year owing to lower operating income due to significant non‐recurring costs, to non‐cash charges arising mainly from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired

inventories, and to higher net financial expenses.

Adjusted net income was € 224.8 million, up by 7.1%, and excludes amortization and write‐downs of intangible assets (except software) and goodwill for a total amount of € 45.7 million, non‐recurring items of € 26.4 million, non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory of € 16.9 million and monetary net gain & losses from hyperinflation (IAS29), net of tax effects.

The reconciliation of net income with adjusted net income* is reported below.

€ (thousands) First half 2022 First half 2021
Net income 151,405 207,106
Amortization and write‐downs of intangible assets
(excluding software)
45,661 35,095
Tax effect (9,076) (7,311)
Non‐recurring operating expenses 26,388 1,576
Tax effect (7,063) (429)
Non‐cash charges arising from the allocation of the purchase price of
EUSA Pharma 16,852
Tax effect (3,202)
Monetary net gain & losses from hyperinflation (IAS29) 4,693
Tax effect (892)
Non‐recurring tax income 0 (26,218)
Adjusted net income* 224,766 209,819

* Net income excluding the amortization and write‐downs of intangible assets (except software) and goodwill, non‐recurring items, non‐ cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3 and monetary net gain & losses from hyperinflation (IAS29), net of tax effects.

NET FINANCIAL POSITION

The net financial position is set out in the table below:

€ (thousands) 30 June
2022
31 December
2021
Change
2022/2021
%
Cash and cash equivalents 373,762 244,578 129,184 52.8
Short‐term debts to banks and other lenders (74,279) (8,657) (65,622) n.s.
Loans ‐ due within one year(1) (291,733) (213,486) (78,247) 36.7
Leasing liabilities ‐ due within one year (9,244) (8,100) (1,144) 14.1
Short‐term financial position (1,494) 14,335 (15,829) n.s.
Loans ‐ due after one year (1) (1,423,021) (735,783) (687,238) 93.4
Leasing liabilities ‐ due after one year (15,219) (15,091) (128) 0.8
Net financial position (1,439,734) (736,539) (703,195) 95.5

(1) Includes the fair value measurement of the relative currency risk hedging instruments (cash flow hedge)

The net financial position at 30 June 2022 showed debt of € 1,439.7 million compared to debt of € 736.5 million at 31 December 2021. The significant increase is mainly attributable to the disbursement of € 707.0 million to

acquire EUSA Pharma, which was completed on 16 March 2022. The net financial position of EUSA Pharma was negative at the time of acquisition for around € 28.4 million, determined by cash and cash equivalents for € 53.2 million and a loan for € 78.2 million, which was fully repaid at the time the transaction was completed, and by leasing liabilities of € 3.4 million. During the period € 35.0 million was paid to Tolmar International Ltd. in relation to the development of a new device was developed to make administration of Eligard® easier, 13 million US dollars to Novartis in the context of the agreements for the transfer of the Signifor® rights and € 5.0 million in the context of the licence agreements with Helsinn for Ledaga®. In addition, treasury shares were purchased for a total, net of sales, of € 16.6 million and dividends of € 119.5 million were paid. Free cash flow, which is operating cash flow before excluding these effects and financial items, was € 218.7 million, an increase of € 14.2 million compared to the first half of 2021.

RELATED‐PARTY TRANSACTIONS

At 30 June 2022, the Group's immediate parent is Rossini S.à r.l., with headquarters in Luxembourg, which is owned by a consortium of investment funds controlled by CVC Capital Partners VII Limited. There haven't been any transactions or contractual agreements with related parties which, in relation to their

potential impact on financial statements, should be considered material.

BUSINESS OUTLOOK

On February 24th, the Company announced the following financial targets for 2022, which include the contribution from the newly acquired EUSA Pharma as from the second quarter of the year: revenue between € 1,720 million and € 1,780 million, EBITDA(1) between € 630 and € 660 million and adjusted net income(2) between € 450 and € 470 million.

Given the strong momentum of the business, in spite of the impact of the conflict in Ukraine and growing inflationary pressures, the Company confirms its targets for the year, expecting overall Revenue at the top end of the guidance range (assumes EUR‐RUB FY average @75), with EBITDA(1) and Adjusted Net Income(2) expected around the middle of the range, due to higher inflationary pressure in the second half of the year (including Turkey IAS 29 impact) and FX volatility. These targets include a contribution for the full year (Q2‐Q4) from EUSA Pharma of close to € 130 million of revenue, with EBITDA margin of 25‐30%.

Non‐recurring costs, which are not included in EBITDA(1) or Adjusted net income(2), are estimated at approximately € 40 million, with slight acceleration of right sizing in SPC.

Non‐cash charges, arising from IFRS3 PPA from EUSA Pharma acquisition, are estimated for the full year (Q2‐Q4) at around €20 million for amortization and at around €50 million from acquired inventory fair value step up. Financial expenses are expected at € 53‐55 million, assuming € 10‐12 million FX losses (assumes year end EUR‐ RUB consensus of around @70) and assuming € 10 million of net monetary losses from IAS 29.

for the Board of Directors Chief Executive Officer Robert Koremans

(1) Net income before income taxes, financial income and expenses, depreciation, amortization and write‐downs of property, plant and equipment, intangible assets and goodwill, non‐recurring items and non‐cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

(2) Net income excluding the amortization and write‐downs of intangible assets (except software) and goodwill, non‐recurring items, non‐ cash charges arising from the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3 and monetary net gain & losses from hyperinflation (IAS29), net of tax effects.

CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2022

RECORDATI S.p.A. and SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

€ (thousands)(1) Note First half 2022 First half 2021
Net revenue 3 892,490 770,835
Cost of sales 4 (267,880) (205,940)
Gross profit 624,610 564,895
Selling expenses 4 (215,966) (190,099)
Research and development expenses 4 (99,333) (81,129)
General and administrative expenses 4 (50,850) (40,729)
Other income/(expenses), net 4 (26,164) (2,570)
Operating income 232,297 250,368
Financial income/(expenses), net 5 (38,147) (14,868)
Pre‐tax income 194,150 235,500
Income taxes 6 (42,745) (28,394)
Net income 151,405 207,106
Attributable to:
Equity holders of the Parent 151,405 207,084
Non‐controlling interests 0 22
Earnings per share (euro)
Basic 0.736 1.006
Diluted 0.724 0.990

(1) Except amounts per share.

Earnings per share (EPS) are based on average shares outstanding during the respective period, 205,654,663 in 2022 and 205,792,226 in 2021. These amounts are calculated deducting treasury shares in the portfolio, the average of which was 3,470,493 shares in 2022 and 3,332,930 shares in 2021.

Diluted earnings per share is calculated taking into account stock options granted to employees.

CONSOLIDATED BALANCE SHEET

ASSETS
€ (thousands) Note 30 June 31 December
2022 2021
Non‐current assets
Property, plant and equipment 7 143,839 131,120
Intangible assets 8 1,711,717 1,138,786
Goodwill 9 709,042 553,209
Other equity investments and securities 10 19,570 34,124
Other non‐current assets 11 51,987 32,937
Deferred tax assets 12 84,696 75,922
Total non‐current assets 2,720,851 1,966,098
Current assets
Inventories 13 409,794 228,732
Trade receivables 13 386,711 307,778
Other receivables 13 53,934 44,880
Other current assets 13 18,030 12,984
Derivative instruments measured at fair value 14 21,016 11,149
Cash and cash equivalents 15 373,762 244,578
Total current assets 1,263,247 850,101
Total assets 3,984,098 2,816,199

CONSOLIDATED BALANCE SHEET

SHAREHOLDERS' EQUITY AND LIABILITIES

€ (thousands) Note 30 June
2022
31 December
2021
Shareholders' equity
Share capital 26,141 26,141
Share premium reserve 83,719 83,719
Treasury shares (141,160) (126,981)
Reserve for derivative instruments 115 (974)
Translation reserve (138,728) (213,086)
Other reserves 78,443 60,207
Profits carried forward 1,433,952 1,275,962
Net income 151,405 385,966
Interim dividend 0 (109,329)
Shareholders' equity attributable to equity holders of the
Parent 1,493,887 1,381,625
Shareholders' equity attributable to non‐controlling interests 0 0
Total shareholders' equity 16 1,493,887 1,381,625
Non‐current liabilities
Loans ‐ due after one year 17 1,450,217 760,473
Provisions for employee benefits 18 21,330 21,010
Deferred tax liabilities 19 167,462 26,675
Total non‐current liabilities 1,639,009 808,158
Current liabilities
Trade payables 20 222,533 177,925
Other payables 20 166,710 145,170
Tax liabilities 20 38,541 29,543
Other current liabilities 20 7,078 6,508
Provisions for risks and charges 20 23,742 21,396
Derivative instruments measured at fair value 21 14,913 14,156
Loans ‐ due within one year 17 303,406 223,061
Short‐term debts to banks and other lenders 22 74,279 8,657
Total current liabilities 851,202 626,416
Total shareholders' equity and liabilities 3,984,098 2,816,199

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

€ (thousands)(1) First half First half
2022 2021
Net income 151,405 207,106
Gains/(losses) on cash flow hedges, net of tax effects 1,089 839
Gains/(losses) on translation of foreign financial statements 74,358 7
Gains/(losses) on equity‐accounted investees, net of tax effects (14,273) (5,482)
Other changes, net of tax effects (176) (42)
Income and expenses recognized in shareholders' equity 60,998 (4,678)
Comprehensive income 212,403 202,428
Attributable to:
Equity holders of the Parent 212,403 202,406
Non‐controlling interests 0 22
Per‐share value (euro)
Basic 1.033 0.984
Diluted 1.016 0.968

(1) Except amounts per share.

Earnings per share (EPS) are based on average shares outstanding during the respective period, 205,654,663 in 2022 and 205,792,226 in 2021. These amounts are calculated deducting treasury shares in the portfolio, the average of which was 3,470,493 shares in 2022 and 3,332,930 shares in 2021.

Diluted earnings per share is calculated taking into account stock options granted to employees.

CONSOLIDATED STATEMENT OF CHANGE IN SHAREHOLDERS' EQUITY

Shareholders' equity attributable to equity holders of the Parent
€ (thousands) Share
capital
Share
premium
reserve
Treasury
shares
Reserve for
derivative
instrument
s
Translation
reserve
Other
reserves
Profits
carried
forward
Net
income
Interim
dividend
Non‐
controlling
interests
Total
Balance at 31 December
2020
26,141 83,719 (87,516) (2,659) (217,303) 70,707 1,151,053 354,984 (103,143) 277 1,276,260
Allocation of 2020 net
income
354,984 (354,984)
Dividend distribution (216,015) 103,143 (112,872)
Change in share‐based
payments
(829) 2,799 1,970
Purchase of treasury shares (66,891) (66,891)
Sale of treasury shares 39,150 (12,717) 26,433
Other changes 392 667 1,059
Comprehensive income 839 7 (5,524) 207,084 22 202,428
Balance at 30 June 2021 26,141 83,719 (115,257) (1,820) (217,296) 64,746 1,280,771 207,084 0 299 1,328,387
Balance at 31 December
2021
26,141 83,719 (126,981) (974) (213,086) 60,207 1,275,962 385,966 (109,329) 0 1,381,625
Allocation of 2021 net
income
385,966 (385,966)
Dividend distribution (226,538) 109,329 (117,209)
Change in share‐based
payments
3,397 425 3,822
Purchase of treasury shares (20,656) (20,656)
Sale of treasury shares 6,477 (2,455) 4,022
Other changes 29,288 592 29,880
Comprehensive income 1,089 74,358 (14,449) 151,405 0 212,403
Balance at 30 June 2022 26,141 83,719 (141,160) 115 (138,728) 78,443 1,433,952 151,405 0 0 1,493,887

CONSOLIDATED CASH FLOW STATEMENT

€ (thousands) First half First half
2022 2021
OPERATING ACTIVITIES
Net income 151,405 207,106
Income taxes 42,745 28,394
Net interest 12,623 8,954
Depreciation of property, plant and equipment 12,895 12,633
Amortization of intangible assets 44,289 35,873
Write‐downs 2,175 0
Equity‐settled share‐based payment transactions 3,822 1,970
Other non‐monetary components 35,667 1,632
Change in other assets and other liabilities (11,050) (14,027)
Cash flow generated/(used) by operating activities
before change in working capital 294,571 282,535
Change in:
-
inventories
(19,032) (7,408)
-
trade receivables
(24,191) (34,947)
-
trade payables
25,371 28,774
Change in working capital (17,852) (13,581)
Interest received 478 103
Interest paid (8,569) (9,147)
Income taxes paid (42,515) (46,563)
Cash flow generated/(used) by operating activities 226,113 213,347
INVESTMENT ACTIVITIES
Investments in property, plant and equipment (7,918) (8,944)
Disposals of property, plant and equipment 514 158
Investments in intangible assets (54,304) (57,774)
Disposals of intangible assets 357 0
Acquisition of holdings in subsidiaries* (653,759)
Cash flow generated/(used) by investment activities (715,110) (66,560)
FINANCING ACTIVITIES
Opening of loans 1,281,410 219,106
Repayment of loans (599,317) (148,689)
Payment of lease liabilities (4,852) (4,735)
Change in short‐term debts to banks and other lenders 60,510 16,890
Dividends paid (119,544) (108,699)
Purchase of treasury shares (20,656) (66,891)
Sale of treasury shares 4,022 26,433
Cash flow generated/(used) by financing activities 601,573 (66,585)
Change in cash and cash equivalents 112,576 80,202
Opening cash and cash equivalents 244,578 188,230
Currency translation effect 16,608 2,958
Effect of merger 479
Closing cash and cash equivalents 373,762 271,869
*Acquisition of EUSA Pharma (UK) Limited (653,759): working capital (182,384), fixed assets (534,756), goodwill (150,850), other assets

and liabilities 132,621, loans 81,610.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AT 30 JUNE 2022

1. GENERAL INFORMATION

The consolidated condensed financial statements of the Recordati group for the period ended 30 June 2022 were prepared by Recordati Industria Chimica e Farmaceutica S.p.A. (the "Company" or "Parent Company"), with headquarters in Milan, Italy at Via Matteo Civitali 1, in a summarized format in compliance with IAS 34 "Interim Financial Reporting" and were approved by the Board of Directors on 28 July 2022, which authorized their public disclosure.

These consolidated condensed financial statements were prepared on a going concern basis because the Directors verified the non‐existence of indicators of a financial, operational or other nature which could signal critical issues regarding the Group's ability to meet its obligations in the foreseeable future and, in particular, in the next 12 months.

Details regarding the accounting standards adopted by the Group are specified in Note 2.

The consolidated condensed financial statements at 30 June 2022 comprise those of the Parent Company and all its subsidiaries.

The scope of consolidation changed in the first quarter of 2022 following the Parent Company's acquisition of EUSA Pharma (UK) Limited ("EUSA Pharma") with its eleven subsidiaries. EUSA Pharma is a leading pharmaceutical company with a portfolio of four products in the niche rare cancer segment, with revenue of over € 150 million in 2021. The acquisition was completed on 16 March 2022, and the income statement will be consolidated starting 1 April 2022, whereas the Balance Sheet has been consolidated as of 31st of March. The accounting for the acquisition is still provisional, as permitted by the accounting standard IFRS 3, considering the short period of time that has passed since it was completed.

The new company Recordati Rare Diseases FZCO was also established in the Middle East during the period. More details are available on Note 23.

The companies included in the scope of consolidation, their percentage of ownership and a description of their activity are set out in Note 28.

These financial statements are presented in euro (€), rounded to thousands of euro, except where indicated otherwise.

With regard to the direct economic and financial consequences of the ongoing conflict between Russia and Ukraine, it should be noted that the Group operates on the Russian market with revenues in the first half 2022 of 4.6% of the Group's total revenues, while in Ukraine, always in the first half of 2022, revenues amount to 0.7% of the total. The Group constantly monitors the evolution of the conflict, as well as any geopolitical developments and related consequences on corporate strategies. Considering the possible negative impacts that the conflict could generate on the Group's operating results, it was deemed prudent to carry out a specific analysis on the recoverability of the goodwill allocated to the Russia CGU, as described in Note 9, from which no impairment has emerged in light of positive results recorded locally and taking into account the existence of a significant headroom identified in the performance of the impairment tests as at 31 December 2021. Furthermore, it should be noted that the assessments regarding the possible presence of impairment indicators also took into account the indirect consequences of the conflict on market rates and the cost of raw materials and energy. In the preparation of these interim financial statements, other impacts of the conflict were also considered which, although not significant, are mainly attributable to the

recoverability of receivables

2. SUMMARY OF ACCOUNTING STANDARDS

These consolidated condensed financial statements were prepared in a summarized format in compliance with IAS 34 "Interim Financial Reporting". These financial statements do not include the full information required for the annual financial statements and must therefore be read together with the annual report for the full year ended 31 December 2021, prepared in accordance with the IFRSs issued by the International Accounting Standards Board (IASB) and endorsed by the European Union pursuant to Regulation no. 1606/2002.

The preparation of the interim financial statements requires management to make estimates and assumptions that affect the reported amounts of revenue, expenses, assets, liabilities and the disclosure of contingent assets and liabilities at the date of the interim financial statements. If in the future, these estimates and assumptions, which are based on management's best judgement, should deviate from the actual circumstances, these will be modified in relation to the circumstances. In making the estimates and assumptions related to the preparation of these consolidated condensed interim financial statements, the impacts, albeit potential, deriving from the Russia‐Ukraine crisis and COVID‐19 pandemic were taken into account. Valuation exercises, in particular complex calculations such as those required to identify impairment loss, are carried out in depth only for the preparation of the year‐end consolidated financial statements, except when there are impairment loss indicators, which would require an immediate estimate of the loss.

In relation to financial instruments measured at fair value, IFRS 13 requires the classification of these instruments according to the standard's hierarchy levels, which reflect the significance of the inputs used in establishing the fair value. The following levels are used:

  • ‐ Level 1: unadjusted assets or liabilities subject to valuation on an active market;
  • ‐ Level 2: inputs other than prices listed under the previous point, which are observable directly (prices) or indirectly (derivatives from the prices) on the market;
  • ‐ Level 3: input which is not based on observable market data.

Disclosure of the net financial position is included in the section "Management Review" of this Report.

Accounting standards used in the preparation of the consolidated condensed financial statements

The accounting standards used in the preparation of the consolidated condensed financial statements were the same as those used in the preparation of the consolidated financial statements at 31 December 2021, except for the new standards and amendments that were adopted with effect from 1 January 2022. The Group did not adopt any new standard, interpretation or amendment in advance that was issued but not yet in force.

Several amendments apply for the first time in 2022, but do not have an impact on the interim condensed consolidated financial statements of the Group.

Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37

An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The specify that when assessing whether a contract is onerous or loss‐making, an entity needs to include costs that relate directly to a contract to provide goods or services include both incremental costs (e.g., the costs of direct labour and materials) and an allocation of costs

directly related to contract activities (e.g., depreciation amendments of equipment used to fulfil the contract as well as costs of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract.

The Group applied the amendments to the contracts for which it had not fulfilled all of its obligations at the beginning of the reporting period. Prior to the application of the amendments, the Group had not identified any contracts as being onerous as the unavoidable costs under the contracts, which were the costs of fulfilling them, comprised only incremental costs directly related to the contracts. As a result of the amendments, certain other directly related costs have been included by the Group in determining the costs of fulfilling the contracts. The Group has therefore recognised an onerous contract provision, which remained unchanged as of 30 June 2022 as the Group had not yet fulfilled its obligations under the contract.

In accordance with the transitional provisions, the Group applies the amendments to contracts for which it has not yet fulfilled all its obligations at the beginning of the annual reporting period in which it first applies the amendments (the date of initial application) and has not restated its comparative information.

Reference to the Conceptual Framework – Amendments to IFRS 3

The amendments replace a reference to a previous version of the IASB's Conceptual Framework with a reference to the current version issued in March 2018 without significantly changing its requirements.

The amendments add an exception to the recognition principle of IFRS 3 Business Combinations to avoid the issue of potential 'day 2' gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine whether a present obligation exists at the acquisition date.

The amendments also add a new paragraph to IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition date. These amendments had no impact on the interim condensed consolidated financial statements of the Group as there were no contingent assets, liabilities and contingent liabilities within the scope of these amendments arisen during the period.

Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16

The amendment prohibits entities from deducting from the cost of an item of property, plant and equipment, any proceeds of the sale of items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the costs of producing those items, in profit or loss.

These amendments had no impact on the interim condensed consolidated financial statements of the Group as there were no sales of such items produced by property, plant and equipment made available for use on or after the beginning of the earliest period presented.

IFRS 9 Financial Instruments – Fees in the '10 per cent' test for derecognition of financial liabilities The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other's behalf. There is no similar amendment proposed for IAS 39 Financial Instruments: Recognition and Measurement. These amendments had no impact on the interim condensed consolidated financial statements of the Group as there were no modifications of the Group's financial instruments during the period.

Following the inclusion of Turkey among countries in a condition of high inflation, the Group applied as of 30 June the accounting standard IAS 29 "Financial Reporting in Hyperinflationary Economies" to its activities in that country. In accordance with the provisions of IAS 29, the restatement of the financial annual report as a whole requires the application of specific procedures and an evaluation process.

With regard to the income statement, costs and revenues have been revalued by applying the changes in the general consumer price index. For the purpose of converting the income statement thus restated into euro, the exact exchange rate at 30 June 2022 was applied consistently instead of the average exchange rate for the period. With regard to the balance sheet, the cash elements have not been restated, as they were already expressed in the unit of measurement as at the closing date of the period. Non‐cash assets and liabilities were instead revalued from the date on which the assets and liabilities were initially recognised until the end of the period.

3. NET REVENUE

The Group's operations and main revenue streams are those described in the last annual financial statements. The Group's revenue is derived from contracts with customers and is not subject to significant seasonal fluctuations.

In the first half of 2022, net revenue amounted to € 892.5 million (€ 770.8 million in the same period in 2021) and can be broken down as follows:

Total net revenue 892,490 770,835 121,655
Various revenue 2,815 28,035 (25,220)
Upfront payments 1,053 3,024 (1,971)
Royalties 3,610 2,844 766
Net sales 885,012 736,932 148,080
€ (thousands) First half 2022 First half 2021 Changes
2022/2021

The effect of applying IAS 29 "Financial Reporting in Hyperinflationary Economies" to activities in Turkey determined a positive effect on sales revenue of € 3.1 million.

Revenue for up‐front payments is related to the activity of licensing and distribution of products in the portfolio and is recognized when it accrues along the time horizon of collaboration with customers. Upfront payment revenue for € 1.1 million recognized in the first half of 2022 refers mainly to the marketing agreements for lercanidipine (€ 0.3 million) and Cystadrops® (cysteamine hydrochloride) (€ 0.4 million). The remaining balance of amounts already paid in advance by customers, which will be recognized for accounting purposes as revenue in future periods, is recognized under current liabilities (see Note 20), and amounted to € 4.8 million (€ 5.9 million at 31 December 2021).

In the first half of 2021, "Various revenue" included € 24.8 million, corresponding to the sales margin for Eligard® — a drug product for the treatment of prostate cancer — earned by Astellas Pharma Europe Ltd, as the previous licensee, pursuant to the January 2021 contract between Tolmar International Ltd. and Recordati S.p.A. for the assignment of the new product license. Following the switch to direct selling from Recordati affiliates, in first half of 2022 Eligard® revenues have all been recognized in Net Sales.

In the tables below, net revenue is disaggregated by product or product class and by geographic area by country. The tables also include a reconciliation of the disaggregated revenue with the Group's reportable segments.

Product or product class

€ (thousands) Specialty and
Primary Care
Specialty and
Primary Care
Rare
diseases
Rare
diseases
Total Total
2022 2021 2022 2021 2022 2021
Zanidip® 67,203 79,066 67,203 79,066
Zanipress® 19,435 21,779 19,435 21,779
Urorec® 31,135 31,395 31,135 31,395
Livazo® 23,506 21,357 23,506 21,357
Seloken®/Logimax® 48,479 49,718 48,479 49,718
Eligard® 51,526 36,755 51,526 36,755
Other corporate
products 85,552 73,475 85,552 73,475
Drugs for rare diseases 260,428 181,051 260,428 181,051
OTC 155,371 133,166 155,371 133,166
Local product
portfolios 121,453 111,133 121,453 111,133
Other revenue 3,576 6,314 3,576 6,314
Pharmaceutical
chemicals 24,826 25,626 24,826 25,626
Total net revenue 632,062 589,784 260,428 181,051 892,490 770,835

Geographic area by country

€ (thousands) Specialty and
Primary Care
2022
Specialty and
Primary Care
2021
Rare
diseases
2022
Rare
diseases
2021
Total
2022
Total
2021
Net pharmaceutical revenue
Italy 132,110 125,689 11,730 10,026 143,840 135,715
France 67,437 58,971 17,270 16,096 84,707 75,067
Russia, Ukraine, other CIS 47,379 30,685 2,887 2,590 50,266 33,275
Germany 66,205 64,348 16,035 9,844 82,240 74,192
Spain 59,316 49,196 9,958 6,664 69,274 55,860
Turkey 31,580 32,366 3,724 2,774 35,304 35,140
Portugal 25,817 21,318 1,415 982 27,232 22,300
Other Eastern European
countries 53,796 49,058 8,724 4,762 62,520 53,820
Other Western European
countries 41,018 36,177 23,714 14,123 64,732 50,300
North Africa 17,964 17,971 1,042 1,118 19,006 19,089
Other international sales 64,614 78,379 45,396 32,186 110,010 110,565
U.S.A. 118,533 79,886 118,533 79,886
Total net pharmaceutical
revenue 607,236 564,158 260,428 181,051 867,664 745,209
Net pharmaceutical chemicals
revenue
Italy 1,461 3,062 1,461 3,062
Other European countries 7,422 9,607 7,422 9,607
U.S.A. 3,491 2,827 3,491 2,827
America (U.S.A. excluded) 2,864 2,230 2,864 2,230
Australasia 7,946 7,158 7,946 7,158
Africa 1,642 742 1,642 742
Total net pharmaceutical
chemicals revenue 24,826 25,626 0 0 24,826 25,626
Total net revenue 632,062 589,784 260,428 181,051 892,490 770,835

4. OPERATING EXPENSES

Total operating expenses for the first half of 2022 amounted to € 660.2 million, up compared to the € 520.5 million for the corresponding period the previous year, also as a result of consolidation of the EUSA Pharma activities starting from the second quarter, and are classified by function as follows:

€ (thousands) First half 2022 First half 2021 Changes
2022/2021
Cost of sales 267,880 205,940 61,940
Selling expenses 215,966 190,099 25,867
Research and development expenses 99,333 81,129 18,204
General and administrative expenses 50,850 40,729 10,121
Other (income)/expenses, net 26,164 2,570 23,594
Total operating expenses 660,193 520,467 139,726

The cost of sales was € 267.9 million, up compared to the first half of 2021. The ratio to revenue was 30.0%, higher than the 26.7% of the first half of 2021. The higher ratio was due mainly to the revaluation of the EUSA Pharma inventories acquired according to the provisions of the accounting standard IFRS 3, the negative

effect of which on the income statement calculated on the basis of the units sold in the period amounted to € 16.9 million, and to the effect of € 8.4 million for the application of IAS 29 "Financial Reporting in Hyperinflationary Economies" to activities in Turkey.

Selling expenses increased by 13.6% due to the resumption in promotional activities compared to the same period of the previous year (which was still affected by the COVID‐19 pandemic), to the consolidation of the EUSA Pharma activities and to the increased resources needed to support the growth of endocrinology products. This increase was nonetheless partially offset by the benefits of the efficiency measures put in place at the end of 2021 with regard to the organization of the Specialty and Primary Care sector sales force, primarily in Germany and Turkey. Expenses as a percentage of revenue came down compared to the same period of the previous year due to a particularly positive revenue performance.

Research and development expenses were € 99.3 million, an increase of 22.4% compared to those in the first half of the previous year owing both to the integration of the EUSA Pharma expenses (including € 6.2 million of amortization of intangible fixed assets) and to the increase in investments in support of products for endocrinology.

General and administrative expenses increased by 24.8% owing to the integration of EUSA Pharma and the strengthening of the general coordination structure to support an increasingly complex portfolio resulting from recent acquisitions.

Other (income)/expenses, net 26,164 2,570 23,594
Other (224) 1,235 (1,459)
‐ Ukraine emergency 933 933
‐ COVID‐19 epidemic 504 1,335 (831)
‐ restructuring 10,061 10,061
‐ EUSA Pharma acquisition 14,890 14,890
Non‐recurring costs:
€ (thousands) First half 2022 First half 2021 Changes
2022/2021

The table below summarizes the more significant components of "Other income/(expenses), net".

The costs related to the acquisition of EUSA Pharma are mainly related to a specific insurance to cover potential risks from limitations of warranties provided by previous shareholders and management of the company during the due diligence process and to the registry tax paid on the acquisition. Restructuring costs referred to "severances" relating to "right sizing" the sales area in the Specialty and Primary Care segment and other organizational changes.

The costs incurred for the COVID‐19 epidemic are for donations in favor of hospitals and national health services, making work environments safe and the purchase of personal protective equipment.

The table below shows the analysis of the costs by nature, which reflects also the increases deriving from consolidation of the EUSA Pharma activities starting from the second quarter:

€ (thousands) First half
2022
First half
2021
Changes
2022/2021
Material consumption 197,503 153,903 43,600
Payroll costs 157,081 138,582 18,499
Other employee costs 20,935 13,659 7,276
Variable sales expenses 56,987 51,765 5,222
Depreciation and amortization 57,184 48,506 8,678
Utilities and consumables 19,767 19,008 759
Other expenses 150,736 95,044 55,692
Total operating expenses 660,193 520,467 139,726

The proportion of raw material consumption to net revenue was 22.1%, up by 2.1% compared to the same period in 2021. The increase has been mainly determined by the effect of hyperinflation in Turkey for around € 8 million and by the different selling model related to Eligard®: while in 2022 revenue was almost all derived from direct sales made by Recordati, in the first half of 2021 it was mainly made up of the transfer to Recordati of gross profit made by the previous licensee Astellas.

The item "Payroll costs" increased as a result of the integration of the EUSA Pharma personnel, the increases awarded in the early months of the year and includes stock option plan expenses of € 3.8 million in the first half of 2022 and € 2.0 million in the same period of the previous year.

Starting in 2019, some Group employees were designated as beneficiaries of an incentive plan with a 5‐year vesting period, granted and entirely funded by Rossini Luxembourg S.à r.l., an indirect shareholder of Recordati S.p.A., and will benefit from a return at the expiry of the plan term if they have met a number of performance conditions. The measurement according to the accounting standard IFRS 2 led to an expense in the first quarter 2022 income statement of € 0.7 million, which also includes the incentive plan granted by Rossini Luxembourg S.à r.l. to the Chief Executive Officer of the Recordati Group.

The amortization items classified above amounted to € 57.2 million, of which € 44.3 million related to intangible assets, up by € 8.4 million over the same period of the previous year owing mostly to the acquisition of EUSA Pharma, and € 12.9 million relating to property, plant and equipment, up by € 0.3 million over the first half of 2021.

The change in "Other expenses" is mainly attributable to higher non‐recurring items and non‐cash charges of € 16.9 million arising from unwind of the allocation of the purchase price of EUSA Pharma to the gross margin of acquired inventory according to IFRS 3.

5. NET FINANCIAL INCOME AND EXPENSES

In the first half of 2022 and same period in 2021, the balance of financing items was negative for € 38.1 million and € 14.9 million, respectively. The main balance items are summarized in the table below.

€ (thousands) First half
2022
First half
2021
Changes
2022/2021
Interest expense on loans 12,449 8,371 4,078
Net exchange rate (gains)/losses 18,686 4,099 14,587
Hyperinflation effects IAS 29 4,705 4,705
Net (income)/expense on short‐term positions 1,899 1,972 (73)
Expenses on leases 354 405 (51)
Expenses for defined benefit plans 54 21 33
Total net financial (income)/expenses 38,147 14,868 23,279

The increase in interest expense on loans was mainly due to the opening of new debt by the Parent Company to make the investment in EUSA Pharma. During the first quarter two distinct loans had been taken out for an overall total of € 650.0 million: loan of € 200.0 million with a term of 5 years and a "Bridge Facility" of € 450.0 million with a maximum term of 12 months, extendible at the Company's discretion for a further 6 months, to enable in the meantime to enter into definitive loan instruments. On 28 June 2022 the loan of € 200.0 million was modified increasing the total debt to € 800.0 million with the involvement of other credit institutions and the "Bridge Facility" loan was repaid entirely. The treatment of the operations according to the accounting standard IFRS 9 determined a total expense accruing to the first half of 2022 of € 4.9 million. Note number 17 contains the details of the loan contracts signed by the Parent Company.

Net exchange losses, mostly unrealised, were mainly determined by the significant revaluation of the Russian rouble and the US dollar against the euro, in particular towards the end of the second quarter of 2022.

6. INCOME TAXES

Income taxes amounted to € 42.7 million and include income taxes levied on all consolidated companies as well as the Italian regional tax on production (IRAP) which is levied on all Italian companies.

In 2019, the Parent Company signed an advance agreement with the Italian Tax Authority to define the calculation methods and criteria for a discount on taxable income connected with the direct use of intangible assets for the 2015 to 2019 tax years. For the 2020 tax year, however, Recordati S.p.A. has subscribed to the reverse charge mechanism with reference to those assets from the previous five years (with the exception of expired patents and the brands excluded in the meantime from the objective scope of the subsidy), exercising, in the tax return for that year, the option until the expiry of the five years of validity of the option (2020‐2024). Subsequently, on 21 October 2021, the Company filed a request for the purposes of activating the advance agreement procedure connected to the use of the intangible assets for the remaining 2021‐2024 period, indicating the same calculation methods and criteria for the discount used in the previous periods. The Company, operating in line with the previous years, determined the tax benefit pertaining to the first half of 2022, recognized to reduce the tax amounts, as € 4.2 million.

7. PROPERTY, PLANT AND EQUIPMENT

The composition and change to property, plant and equipment, including the valuation of the right to use the assets conveyed under leases, are shown in the table below.

€ (thousands) Land and
buildings
Plant and
machinery
Other
equipment
Investments in
progress
Total
Cost
Balance at 31 December 2021 92,394 243,540 99,736 27,155 462,825
Additions 1,110 708 2,329 6,344 10,491
Disposals (1,476) (1,191) (2,930) (88) (5,685)
Change to scope of consolidation 2,718 0 2,202 0 4,920
Hyperinflation Turkey 9,367 11,703 1,960 18 23,048
Other changes (204) (224) 980 (639) (87)
Balance at 30 June 2022 103,909 254,536 104,277 32,790 495,512
Accumulated depreciation
Balance at 31 December 2021 55,702 203,515 72,488 0 331,705
Depreciation for the period 3,271 4,479 5,145 0 12,895
Disposals (1,476) (812) (2,840) 0 (5,128)
Change to scope of consolidation 100 0 1,005 0 1,105
Hyperinflation Turkey 631 9,179 1,004 0 10,814
Other changes 128 (281) 435 0 282
Balance at 30 June 2022 58,356 216,080 77,237 0 351,673
Net amount
31 December 2021 36,692 40,025 27,248 27,155 131,120
30 June 2022 45,553 38,456 27,040 32,790 143,839

Increases over the period amounted to € 10.5 million and mainly refer to the Parent Company (€ 6.3 million).

"Other changes" includes the conversion into euro of the property, plant and equipment recognized in different currencies, for a net decrease of € 0.4 million compared to 31 December 2021, owing to the double effect of the devaluation of the Turkish lira (€ 0.9 million) and the revaluation of the Russian rouble (€ 0.4 million) and the Swiss franc (€ 0.1 million).

The application of the standard IAS 29 "Financial Reporting in Hyperinflationary Economies", determined a net increase of € 12.2 million in property, plant and equipment held in Turkey.

The following table shows the measurement of the right to use the assets conveyed under leases, determined as prescribed by the accounting standard IFRS 16.

€ (thousands) Land and
Buildings
Plant and
machinery
Other
equipment
Total
Cost
Balance at 31 December 2021 20,688 1,433 19,085 41,206
Additions 1,056 0 1,537 2,593
Disposals (1,476) 0 (2,322) (3,798)
Change to scope of consolidation 2,524 0 847 3,371
Other changes 211 0 291 502
Balance at 30 June 2022 23,003 1,433 19,438 43,874
Accumulated depreciation
Balance at 31 December 2021 8,816 417 9,189 18,422
Depreciation for the period 2,001 143 2,766 4,910
Disposals (1,476) 0 (2,273) (3,749)
Change to scope of consolidation 0 0 0 0
Other changes 106 0 92 198
Balance at 30 June 2022 9,447 560 9,774 19,781
Net amount
31 December 2021 11,872 1,016 9,896 22,784
30 June 2022 13,556 873 9,664 24,093

Rights of use of leased assets refer mainly to the office premises of several Group companies and to the cars used by medical representatives operating in their territories.

8. INTANGIBLE ASSETS

The composition and change in intangible assets are shown in the following table.

Patent rights and
Distribution, license,
Other
Advance
€ (thousands)
marketing
trademark and similar
payments
authorizations
rights
Cost
Balance at 31 December 2021
1,067,019
561,269
20,478
54,749
Additions
1,227
42,698
169
9,210
Disposals
0
0
(1)
(356)
Change to scope of consolidation
0
528,328
566
4,568
Write‐downs
0
(2,175)
0
0
Hyperinflation Turkey
0
5,235
1,299
10
Other changes
47,928
4,894
83
(6,790)
Balance at 30 June 2022
1,116,174
1,140,249
22,594
61,391
Accumulated amortization
Balance at 31 December 2021
305,705
240,789
18,235
0
Amortization for the period
24,079
19,888
322
0
Disposals
0
0
(1)
0
Change to scope of consolidation
0
2,088
433
0
Hyperinflation Turkey
0
3,487
1,014
0
Other changes
11,882
735
35
0
Balance at 30 June 2022
341,666
266,987
20,038
0
Net amount
31 December 2021
761,314
320,480
2,243
54,749
30 June 2022
774,508
873,262
2,556
61,391
Total
1,703,515
53,304
(357)
533,462
(2,175)
6,544
46,115
2,340,408
564,729
44,289
(1)
2,521
4,501
12,652
628,691
1,138,786
1,711,717

Increases for the period include:

  • € 35.0 million for the milestone included in the license agreement with Tolmar International Ltd relating to the marketing of Eligard® (leuprorelin acetate), a medicinal product for the treatment of prostate cancer, in Europe, Turkey, Russia and other countries;
  • € 5.0 million for the milestone included in the license agreement with Helsinn Healthcare relating to the marketing of Ledaga®;
  • € 7.9 million referring to clinical studies that comply with the criteria set by the IAS 38 accounting standard on capitalisation.

Intangible assets deriving from the acquisition of EUSA Pharma were recognized in "Change to scope of consolidation", for a total net amount of € 530.9 million, mainly related to the products Qarziba®, Sylvant®, Fotivda® and Caphosol® following the purchase price allocation process of IFRS 3 accounting standard which has identified their fair value. On the basis of the knowledge of the market in which the company acquired operates and considering the trend in sales of specialties, a useful life of 20 years was estimated for these assets. It is noted that the result of purchase price allocation process is still preliminary in accordance to IFRS 3 and it may be changed within one year from the acquisition if required.

The application of the standard IAS 29 "Financial Reporting in Hyperinflationary Economies", determined a net increase of € 2.0 million in intangible assets held in Turkey.

"Other changes" includes the conversion into euro of the value of the intangible assets held and recognized in different currencies, which determined a net increase of € 31.2 million compared to 31 December 2021, mainly attributable to the revaluation of the Swiss franc for € 19.1million, of the Russian rouble for € 6.5 million and of the U.S. dollar for € 6.0 million.

9. GOODWILL

Goodwill at 30 June 2022 and 31 December 2021 amounted to € 709.0 million and € 553.2 million respectively and changed as follows:

€ (thousands)
Balance at 31 December 2021 553,209
Change to scope of consolidation for EUSA Pharma 150,850
Exchange rate adjustments 4,983
Balance at 30 June 2022 709,042

As provided for in the accounting standard IFRS 3, and as recalled by note 23, the purchase prices allocation of EUSA Pharma and its subsidiaries have been preliminary allocated in accordance with IFRS 3.

As part of this still preliminary allocation process, a goodwill of € 150.9 million has been determined which have been allocated to the Rare Diseases Business unit. Considering the short period of time that has passed between the acquisition date and 30 June 2022, the allocation made should be considered still provisional, as permitted by the accounting standard IFRS 3.

The exchange rate adjustments are related to the goodwill associated with the acquisitions made in companies with currencies other than the euro. Goodwill calculated in local currency is translated into euro for the preparation of the consolidated financial statements using the year‐end exchange rates. Compared to 31 December 2021, this determined a total net increase of € 5.0 million attributable to the acquisitions made in Russia (increase of € 6.6 million), Switzerland (increase of € 0.3 million), Tunisia (increase of € 0.2 million), the Czech Republic (increase of € 0.1 million), Poland (decrease of € 0.3 million) and Turkey (decrease of € 1.9 million).

Net goodwill at 30 June 2022, amounting to € 709.0 million, is divided among the following operational areas, which represent the same number of cash‐generating units:

  • France for € 74.2 million;
  • Russia for € 31.5 million;
  • Germany for € 48.8 million;
  • Portugal for € 32.8 million;
  • Business dedicated to medication for the treatment of rare diseases: € 261.4 million;
  • Turkey for € 14.3 million;
  • Czech Republic for € 14.3 million;
  • Romania for € 0.2 million;
  • Poland for € 14.0 million;
  • Spain for € 58.1 million;
  • Tunisia for € 16.9 million:
  • Italy for € 133.2 million;
  • Switzerland for € 9.3 million.

In compliance with IFRS 3 goodwill is not systematically amortized. Instead, it is tested for impairment on an annual basis or more frequently if specific events or circumstances indicate a possible loss of value.

During the first half of the year the Group's results were sharply up over the same period of the previous year and in line with the forecasts. From an outlook perspective, the analysis carried out by comparing data at 30 June 2022 in relation to the expected flows for each cash generating unit (CGU) to see whether these events and their consequences could reveal possible impairment indicators found no critical aspects to report also in light to the material headroom highlighted by the impairment tests performed as of 31st of December 2021

In addition, in the light of the Russia‐Ukraine conflict, a particular assessment was done on the trend of the business in Russia, where, from the demand point of view we can note a significant recovery of all the main products compared to the same period of the previous year (when a sharp reduction in demand had been seen owing both to the impact of the COVID 19 pandemic and as a result of a sharp reduction of inventory levels by distributors). This trend of sales in Russia, combined with the fact that the impairment test of 31 December 2021 had shown very significant "headroom", leads us to believe that, given the current conditions, there is no particular risk that would indicate the need to perform an impairment test at 30 June 2022 on the Russian CGU.

Finally, it is worth to notice that EUSA Pharma, now part of the Rare Diseases CGU is performing ahead of expectations.

10. OTHER EQUITY INVESTMENTS AND SECURITIES

At 30 June 2022, these amounted to € 19.6 million, down by € 14.5 million compared to 31 December 2021.

The main investment refers to the U.K. company PureTech Health plc, specializing in investments in start‐up companies dedicated to innovative therapies, medical devices and new research technologies. Starting from 19 June 2015, the shares of the Company were admitted for trading on the London Stock Exchange. At 30 June 2022, the total fair value of the 9,554,140 shares held was € 19.1 million. The value of the investment was consequently adjusted to the stock exchange value and fell by € 14.1 million, compared to 31 December 2021, with a counter‐item accounted for, net of the related tax effect, in the statement of gains and losses recognized in shareholders' equity.

This item also includes € 0.5 million regarding an investment made during 2012 in Erytech Pharma S.A., a listed French biopharmaceutical company, focused on developing new therapies for rare oncological pathologies and orphan diseases. The investment, originally structured as a non‐interest‐bearing loan, was converted into 431,034 company shares in May 2013. The value of the investment was adjusted to the stock exchange value and decreased by € 0.4 million, compared to 31 December 2021, with a counter‐item accounted for, net of the related tax effect, in the statement of gains and losses recognized in shareholders' equity.

11. OTHER NON‐CURRENT ASSETS

This item amounted to € 52.0 million at 30 June 2022, increasing by € 19.1 million compared to 31 December 2021, referring mainly to the recognition of assets correlated to contract agreements with Novartis AG to acquire the rights on Signifor® and Signifor® LAR. The effect of the EUSA Pharma consolidation was € 1.0 million.

12. DEFERRED TAX ASSETS

At 30 June 2022, deferred tax assets amounted to € 84.7 million, recording a net increase of € 8.8 million compared to 31 December 2021. The balance related to EUSA Pharma was € 3.7 million.

13. CURRENT ASSETS

Inventories amounted to € 409.8 million, up by € 181.1 million compared to 31 December 2021. The change was mainly due to the consolidation of EUSA Pharma: as showed in note 23, the fair value identified at the acquisition date amounted to € 162.7 million of which € 141.9 million correlated to the analysis of the fair value calculation of the acquired stock. The application of IAS 29 in Turkey determined an increase of € 7.2 million.

Trade receivables amounted to € 386.7 million at 30 June 2022, up by € 78.9 million compared to 31 December 2021. The balance is net of the provision for doubtful accounts for € 16.6 million, up by € 2.5 million over 31 December 2021, recognized under selling expenses, which reflects the collection risk connected with certain customers and geographic areas. The net effect of EUSA Pharma as of 30 June 2022 was € 43.2 million. Average days sales outstanding are 65.

Other receivables amounted to € 53.9 million, up by € 9.1 million compared to 31 December 2021, owing mainly to values of EUSA Pharma of € 10.1 million.).

Other current assets amounted to € 18.0 million, of which € 3.2 million related to EUSA Pharma, and refer mainly to prepaid expenses.

It is worth to notice that we don't report any significant issues in collecting our trade receivables also in countries impacted by Russia and Ukraine conflict.

14. DERIVATIVE INSTRUMENTS MEASURED AT FAIR VALUE (included in current assets)

At 30 June 2022, the value of derivative instruments included under this item amounted to € 21.0 million.

The measurement at market (fair value) of cross currency swaps entered into by the Parent Company to hedge the US\$ 75 million loan issued on 30 September 2014 gave rise to a € 14.4 million asset at 30 June 2022. This amount represents the potential benefit of a lower value in euro of the future dollar denominated principal and interest flows, in view of the revaluation of the foreign currency with respect to the moment in which the loan and hedging instruments were negotiated. In particular, the change in fair value of the derivative hedging the US\$50 million tranche of the loan, with a residual debt of US\$45 million at 30 June 2022, provided by Mediobanca, was positive for € 9.3 million, and that hedging the US\$25 million tranche of the loan, provided by UniCredit, yielded a € 5.1 million positive change.

The measurement at market (fair) value of the interest rate swaps hedging a number of loans gave rise to a total asset of € 1.0 million, which represents the unrealized opportunity of paying in the future, for the term of the loans, the variable rates currently expected instead of the rates agreed. The measurement is related to the interest rate swaps entered into by the Parent Company to hedge the interest rates on loans with Intesa Sanpaolo (€ 0.7 million) and Mediobanca (€ 0.3 million).

At 30 June 2022, other hedging transactions were in place on foreign currency positions, the measurement of which was positive for € 5.6 million against € 0.1 million at 31 December 2021, with the difference recognized to the income statement and offsetting the exchange losses arising from the valuation of the underlying positions at current exchange rates.

The fair value of these hedging derivatives is measured at level 2 of the hierarchy provided for in the IFRS 13 accounting standard. The fair value is equal to the current value of the estimated future cash flows. Estimates

of future floating‐rate cash flows are based on quoted swap rates futures prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve which reflects the relevant benchmark interbank rate used by market participants for pricing interest rate swaps.

15. CASH AND CASH EQUIVALENTS

At 30 June 2022, the balance of this item amounted to € 373.8 million, increasing by € 129.2 million on 31 December 2021, and are mainly denominated in euro, US dollars, pounds sterling and comprise current account deposits and short‐term time deposits. The amount of cash and cash equivalents of EUSA Pharma at the acquisition date amounted to € 53.2 million.

16. SHAREHOLDERS' EQUITY

Shareholders' Equity at 30 June 2022 was € 1,493.9 million, an increase of € 112.2 million compared to 31 December 2021 due to the effect of the following reasons:

  • increase of € 151,4 million from net income;
  • increase of € 3.8 million from cost of stock option plans set‐off directly in equity;
  • decrease of € 20.7 million from the purchase of 405,097 treasury shares;
  • increase of € 4.0 million from the disposal of 159,500 treasury shares to service the stock option plans;
  • increase of € 1.1 million from the recognition of cross currency swaps, the underlying loans and interest rate swaps, hedged foreign currency loans and interest rate swap transactions, net of the relative tax effect;
  • decrease of € 14.4 million from the application of IFRS 9, almost entirely attributable to the change in fair value of the equity investment in PureTech Health plc and in Erytech Pharma S.A., net of the relative tax effect;
  • increase of € 74.3 million for foreign currency translation adjustments;
  • increase of € 29,9.1 million from other changes, of which € 29,3 million attributable to the effects of application of IAS 29 in Turkey;
  • decrease of € 117.2 million from the distribution of the dividend balance.

At 30 June 2022, the Company has three stock option plans benefiting certain Group employees: the 2014‐ 2018 plan with the grants of 29 July 2014 and 13 April 2016, the 2018‐2022 plan, with the grant of 3 August 2018, and the 2021‐2023 plan with the grants of 6 May 2021, 1 December 2021 and 24 February 2022. The strike price for the options is the average of the Parent Company's listed share price during the 30 days prior to the grant date. The options are vested over a period of five years, and those not exercised within the eighth year of the grant date expire. Options cannot be exercised if the employee leaves the Company before they are vested.

Strike price
(€)
Quantity
1/1/2022
Granted
2022
Exercised in
2022
Cancelled and
expired
Quantity
31/3/2022
Grant date
29 July 2014 12.29 476,500 (35,500) 441,000
13 April 2016 21.93 934,000 (25,500) 908,500
3 August 2018 30.73 2,896,000 (98,500) (6,000) 2,791,500
6 May 2021 45.97 2,925,500 (171,000) 2,754,500
1 December 2021 56.01 130,000 130,000
24 February 2022 47.52 3,553,000 3,553,000
Total 7,362,000 3,553,000 (159,500) (177,000) 10,578,500

Stock options outstanding at 30 June 2022 are detailed in the following table:

At 30 June 2022, 3,459,897 treasury shares were held in the portfolio, an increase of 245,597 shares compared to 31 December 2021. The change was due to the disposal of 159,500 shares for an amount of € 4.0 million to enable the options attributed to employees as part of the stock option plans to be exercised and to the purchase of 405,097 shares for an amount of € 20.7 million. The total cost to purchase the treasury shares in the portfolio was € 141.2 million, with an average unit price of € 40.80.

Starting in 2019, some Group employees were designated as beneficiaries of an incentive plan with a 5‐year vesting period, granted and entirely funded by Rossini Luxembourg S.à r.l., an indirect shareholder of Recordati S.p.A., and will benefit from a return at the expiry of the plan term if they have met a number of performance conditions. The measurement according to the accounting standard IFRS 2 led to an expense in the 2022 income statement of € 0.7 million, which also includes the incentive plan granted by Rossini Luxembourg S.à r.l. to the Chief Executive Officer of the Recordati Group.

17. LOANS

At 30 June 2022, loans amounted to € 1,753.6 million, increasing by a net € 770.1 million compared to 31 December 2021.

This item includes the liabilities deriving from the application of the accounting standard IFRS 16, representing the obligation to make the payments provided for in the existing leases for a total amount of € 24.5 million, a net increase of € 1.3 million compared to 31 December 2021.

During the first half of 2022, loans increased by € 1,365.6 million: € 1.281.4 million for the opening of new bank loans, € 78.2 million included among the acquired liabilities of EUSA Pharma and € 6.0 million related to new leases, of which € 3.4 million deriving from the first consolidation of the new companies acquired. Repayments for a total of € 607.2 million were made in the period, of which € 524.2 million for the repayment of bank loans, € 78.2 million for total repayment of the debt undertaken to acquire EUSA Pharma and € 4.8 million relating to lease liabilities.

The effect of the translation of loans in foreign currencies and of expenses incurred to place the loans, together with the early termination of a number of leases, determined a total net increase of € 11.7 million compared to 31 December 2021.

The main loans outstanding are:

a) Loan for a total of € 800,0 million negotiated by Recordati S.p.A. in two different stages.

On 3 February 2022 the Parent Company signed a loan contract for € 200.0 million for the purpose of acquiring EUSA Pharma (UK) Limited, disbursed by a consortium of national and international lenders made up of Mediobanca, JP Morgan, UniCredit and Banca Nazionale del Lavoro. The terms of the loan provide for a variable interest rate at the 6‐month Euribor (with a zero floor) plus a variable spread based on a step up/step down mechanism on changes in the Leverage Ratio, and a 5‐year term with semi‐annual repayment of the principal starting 31 March 2023, with the final instalment on 3 February 2027. Disbursement, net of structuring and up‐front fees, took place on 15 March 2022.

Again on 3 February 2022 the Parent Company agreed a "Bridge Facility" for a total of € 450.0 million again for the purpose of financing the acquisition of EUSA Pharma (UK) Limited. The financial institutions are Mediobanca, which also serves as the agent, and JP Morgan with a portion of € 157.5 million, UniCredit for € 67.5 million, Banca Nazionale del Lavoro for € 54.0 million, and BNP Paribas for € 13.5 million. The maximum term of the loan is 12 months and may be extended, at the Company's discretion, for 6 more months to allow for final financial instruments to be negotiated in the meantime. The terms include a variable interest rate at the Euribor rate at the time of use (with floor to zero) plus a variable spread. The disbursement, net of fees, took place on 15 March 2022.

During the second quarter Recordati S.p.A. has finalized the negotiation of a syndicated loan for the purpose of repaying the "Bridge" loan. It was therefore possible to proceed to the collection of an additional € 150.0 million. This operation was formalised on 28 June 2022 through the signing of an "amendment and restatement" of the € 200.0 million loan negotiated in February 2022. The amendment in question made it possible to increase the value of the loan to € 600.0 million, of which € 450.0 million deriving from replacement of the "Bridge" plus an additional € 150 million.

The main economic terms of the loan remained substantially in line with the original ones, with a variable interest rate at the 6‐month Euribor (with a zero floor) plus a variable spread based on a step up/step down mechanism on changes in the Leverage Ratio, and a 5‐year term with semi‐annual repayment of the principal starting 31 March 2023, with the final instalment on 3 February 2027.

The loan includes covenants which, if not observed, could lead to a request for immediate repayment.

  • The financial covenants, measured semi‐annually, are the following:
  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3. These parameters are being observed.
  • b) Loan for 40.0 million Swiss francs taken out on 16 March 2022 by the subsidiary Recordati AG with UBS Switzerland AG, at a fixed interest rate, with quarterly interest payments and semi‐annual repayment of principal starting September 2022 through March 2025.

The loan, guaranteed by the Parent Company, includes covenants which, if not observed, could lead to a request for immediate repayment.

The financial covenants, measured semi‐annually, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

  • c) € 180.0 million loan negotiated by the Parent Company in May 2021, provided by a consortium of national and international lenders led by Mediobanca. The main terms include a variable interest rate at the 6‐ month Euribor (with a zero floor) plus a fixed spread, and a 5‐year term with a single instalment repayment on maturity. Disbursement, net of structuring and up‐front fees, took place on 21 May 2021. The loan includes covenants which, if not observed, could lead to a request for immediate repayment. The financial covenants, measured semi‐annually, are the following:
  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

d) Loan for € 40.0 million taken out by the Parent Company on 30 March 2021 with Allied Irish Bank with a variable interest rate at the 6‐month Euribor (with floor to zero) plus a variable spread based on a step up/step down mechanism on changes in the Leverage Ratio, with semi‐annual interest payments and principal repayment, again on a semi‐annual basis, starting from March 2022 until March 2026. The outstanding debt recognized at 30 June 2022 amounted to a total of € 38.9 million.

The loan includes covenants which, if not observed, could lead to a request for immediate repayment. The financial covenants, measured semi‐annually, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

e) Loan for 75.0 million Swiss francs taken out on 17 April 2020 by the subsidiary Recordati AG with UBS Switzerland AG, at a variable interest rate of the 3‐months Libor on the Swiss currency (with a zero floor) plus a fixed spread, with quarterly interest payments and semi‐annual repayment of principal starting September 2020 through to March 2025. The value in euro of the outstanding loan at 30 June 2022 was € 45.2 million.

The loan, guaranteed by the Parent Company, includes covenants which, if not observed, could lead to a request for immediate repayment.

The financial covenants, measured semi‐annually, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

f) Loan for € 400.0 million negotiated by the Parent Company in June 2019 aimed at supporting the Group's growth strategy. The loan, initially agreed with Mediobanca, Natixis and Unicredit was subsequently syndicated involving a pool of Italian and international banks. The terms of the loan provide for a variable interest rate at the 6‐month Euribor (with a zero floor) plus a variable spread based on a step up/step down mechanism on changes in the Leverage Ratio, and a 5‐year term with semi‐annual repayment of the principal starting 30 June 2020 through June 2024. The disbursement, net of upfront commissions, took place on 30 July 2019. The outstanding debt recognized at 30 June 2022 amounted to a total of € 247.8 million.

The loan includes covenants which, if not observed, could lead to a request for immediate repayment. The financial covenants, measured semi‐annually, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

g) Loan for € 150.0 million taken out by the Parent Company in November 2018 with Mediobanca, at a variable interest rate of the 6‐month Euribor plus a variable spread based on a step up mechanism on changes in the Leverage Ratio, with quarterly interest payments and a 5‐year term with semi‐annual repayments of principal starting November 2020 through to November 2023. The outstanding debt at 30 June 2022 amounted to € 64.1 million. The loan was hedged with an interest rate swap, qualifying as a cash flow hedge, effectively converting the entire debt to a fixed interest rate. At 30 June 2022, the fair value of the derivative was measured as a positive € 0.2 million, which was recognized directly as an increase in equity and as an increase in the asset item "Derivative instruments measured at fair value" (see Note 14).

The loan includes covenants which, if not observed, could lead to a request for immediate repayment. The financial covenants, measured annually, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

h) Loan for € 15.0 million taken out by the Parent Company in November 2017 with Banca Passadore. The main conditions provide for a variable interest rate at the 3‐month Euribor plus a fixed spread, quarterly payments of interest and a 5‐year term with annual repayments of principal from November 2020 through to November 2022. The outstanding debt at 30 June 2022 amounted to a total of € 5.0 million.

The loan includes covenants which, if not observed, could lead to a request for immediate repayment.

The financial covenants, measured annually, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

i) Loan for € 75.0 million taken out by the Parent Company in October 2017 with Intesa Sanpaolo. The main conditions provide for a variable interest rate at the 6‐month Euribor plus a fixed spread, semi‐annual interest payments and an 8‐year term with semi‐annual repayments of principal from June 2019 through to October 2025. The outstanding debt at 30 June 2022 amounted to € 37.4 million. The loan was hedged with an interest rate swap, qualifying as a cash flow hedge, effectively converting the entire debt to a fixed interest rate. At 30 June 2022, the fair value of the derivative was measured as a positive € 0.7 million, which was recognized directly as an increase in equity and as an increase in the asset item "Derivative instruments measured at fair value" (see Note 14).

The loan includes covenants which, if not observed, could lead to a request for immediate repayment. The financial covenants, measured annually, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

j) Loan for € 50.0 million taken out by the Parent Company in September 2017 with UBI Banca (now Intesa Sanpaolo). The main conditions provide for a variable interest rate at the 6‐month Euribor plus a fixed spread, semi‐annual interest payments and repayment of the principal in a lump sum on 7 September 2022. The loan was hedged with an interest rate swap, qualifying as a cash flow hedge, effectively converting the entire debt to a fixed interest rate. At 30 June 2022, the fair value of the derivative was measured at negative € 0.1 million, which was recognized directly as a decrease in equity and as an increase in the liability item "Derivative instruments measured at fair value" (see Note 21).

The loan includes covenants which, if not observed, could lead to a request for immediate repayment. The financial covenants, measured annually, are the following:

the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;

the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

k) Loan for € 75.0 million taken out by the Parent Company in July 2017 with Mediobanca. The main conditions of the loan provide for a variable interest rate at the 6‐month Euribor plus a fixed spread and a 7‐year term with annual repayments of principal from July 2018 through to July 2024. The outstanding debt at 30 June 2022 amounted to € 33.0 million. The loan was hedged with an interest rate swap, qualifying as a cash flow hedge, effectively converting the entire debt to a fixed interest rate. At 30 June 2022, the fair value of the derivative was measured as a positive € 0.1 million, which was recognized directly as an increase in equity and as an increase in the asset item "Derivative instruments measured at fair value" (see Note 14).

The loan includes covenants which, if not observed, could lead to a request for immediate repayment. The financial covenants, measured annually, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

l) Privately placed guaranteed senior notes by the Parent Company in May 2017 for an overall amount of € 125.0 million at a fixed interest rate with repayment in annual instalments starting on 31 May 2025 through 31 May 2032.

The bonded loan includes covenants which, if not met, could lead to a request for immediate repayment of the loan.

The financial covenants, measured quarterly, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

m) Loan disbursed on 16 October 2014 to the subsidiary Recordati Ilaç by IFC‐World Bank for 71.6 million Turkish lira to finance the construction of a new production plant. The main conditions provide for a variable interest rate at the 3‐month TRLibor plus a fixed spread and an 8‐year term with quarterly repayments of principal from November 2016 through to August 2022. The counter‐value of the outstanding debt at 30 June 2022 amounted to € 0.2 million, down by € 0.4 million compared to 31 December 2021, owing mainly to the repayment of instalments falling due.

The loan provided by IFC World Bank includes covenants which, if not observed, could lead to a request for immediate repayment.

The financial covenants, measured quarterly, are the following:

  • the ratio of consolidated net financial position to consolidated shareholders' equity must be less than 1.00;
  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

n) Guaranteed senior notes issued by the Parent Company on 30 September 2014 for a total of US\$ 75 million, divided into two tranches: US\$ 50 million at fixed rate, repayable semi‐annually starting 30 March 2022 and with maturity 30 September 2026, and US\$ 25 million again at fixed rate, repayable semi‐ annually starting 30 March 2023 and with maturity 30 September 2029. During the period, US\$5 million of the first tranche was repaid, and the outstanding debt at 30 June 2022 amounted to a total of US\$70 million, equalling a counter‐value of € 67.3 million.

The loan was hedged at the same time with two cross‐currency swaps which provide for the conversion of the original debt into a total of € 56.0 million (€ 52.3 million at 30 June 2022), of which € 37.3 million (€ 33.6 at the date of this Annual Report) at a lower fixed rate for the tranche with maturity at 12 years and € 18.7 million again at a lower fixed rate for the one maturing at 15 years. At 30 June 2022, hedging instruments measured at fair value were positive for a total of € 14.4 million, which was recognized directly as an increase in equity and as an increase in the asset item "Derivative instruments measured at fair value" (see Note 14).

The bonded loan includes covenants which, if not met, could lead to a request for immediate repayment of the loan.

The financial covenants, measured quarterly, are the following:

  • the ratio of consolidated net financial position to consolidated EBITDA (determined for a period of twelve consecutive months) must be less than 3;
  • the ratio of consolidated operating income to consolidated net financial expenses (determined for a period of twelve consecutive months) must be more than 3.

These parameters are being observed.

18. PROVISIONS FOR EMPLOYEE BENEFITS

At 30 June 2022, this item amounted to € 21.3 million and reflects the Group's liability towards its employees determined in accordance with IAS 19.

19. DEFERRED TAX LIABILITIES

At 30 June 2022, deferred tax liabilities amounted to € 167.5 million, up by € 140.8 million compared to 31 December 2021, owing mainly to the consolidation of EUSA. At the first consolidation date, the deferred tax liability calculated as part of the Purchase price allocation process in line with IFRS 3, is € 141.5 million, as showed in note 23.

20. CURRENT LIABILITIES

Trade payables, including the provisions at the end of the period for invoices to be received, amounted to € 222.5 million and included the balance related to EUSA Pharma of € 20.5 million.

Other liabilities amounted to € 166.7 million, increasing by € 21.5 million compared to 31 December 2021, and mainly include:

  • € 63.6 million due to employees and social security institutions;
  • € 28.9 million for Recordati AG in respect of Novartis AG, on the occurrence of contract conditions in the scope of acquiring the rights for Isturisa®;
  • € 12.4 million which Recordati Rare Diseases Inc. must pay to U.S. health care insurance schemes;
  • € 3.5 million related to the acquisition of a further 10% of the capital of Opalia Pharma determined on the basis of the put and call options provided for in the contract. The fair value of this purchase option is measured at level 2 as the valuation model considers the present value of the expected payments;
  • € 2.4 million to be paid to the "Krankenkassen" (German health insurance schemes) by Recordati Pharma GmbH;
  • € 1.1 million to be paid to the Italian National Health Service resulting from the 1.83% discount applicable to the retail price of reimbursed pharmaceutical products before VAT;
  • € 14.5 million related to EUSA Pharma.

Tax liabilities amounted to € 38.5 million, increasing by € 9.0 million compared to 31 December 2021. The balance related to EUSA Pharma amounted to € 6.6 million.

Other current liabilities amounted to € 7.1 million, substantially in line with December 2021. An amount of € 4.8 million is attributable to the adoption of the IFRS 15 accounting principle, based on which some deferred revenue is recognized in the income statement in variable instalments based on the fulfilment of the conditions for revenue recognition.

The provisions for risks and charges amounted to € 23.7 million, up by€ 2.3 million compared to 31 December 2021.

21. DERIVATIVE INSTRUMENTS MEASURED AT FAIR VALUE (included in current liabilities)

At 30 June 2022, the value of derivative instruments included under this item amounted to € 14.9 million.

The measurement at market (fair) value at 30 June 2022 of the interest rate swaps hedging a number the loan with Intesa Sanpaolo gave rise to a total liability of € 0.1 million, which represents the unrealized opportunity of paying in the future, for the term of the loans, the variable rates currently expected instead of the rates agreed.

In October 2019, Recordati S.p.A. entered into forward exchange contracts to hedge the intercompany loan granted to Recordati AG for an amount of 228.9 million Swiss francs. The measurement of the derivative at 30 June 2022 on the outstanding loan of 142.7 million Swiss francs was a negative € 13.6 million compared to € 9.3 million at 31 December 2021, with the difference recognized in the income statement, offsetting the exchange gains determined by the valuation of the underlying loan at current exchange rates.

At 30 June 2022, other hedging transactions were in place on foreign currency positions, the overall measurement of which was a negative € 1.2 million against € 2.8 million at 31 December 2021, with the difference recognized in the income statement offsetting the exchange losses arising from the valuation of the underlying positions at current exchange rates.

The fair value of these hedging derivatives is measured at level 2 of the hierarchy provided for in the accounting standard IFRS 13 (see note 2). The fair value is equal to the current value of the estimated future cash flows. Estimates of future floating‐rate cash flows are based on quoted swap rates futures prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve which reflects the relevant benchmark interbank rate used by market participants for pricing interest rate swaps.

22. SHORT‐TERM DEBTS TO BANKS AND OTHER LENDERS

Short‐term debts to banks and other lenders at 30 June 2022 were € 74.3 million and comprise temporary use of short‐term credit lines, overdrafts of a number of foreign associates and interest due on existing loans.

The increase of € 65.6 million compared to 31 December 2021 was mainly attributable to the greater use of credit lines by Recordati S.p.A. for € 45,0 million and by the Swiss subsidiary Recordati AG for 25.0 million Swiss francs.

The uses of the Parent Company include € 10.0 million from the revolving credit line, with a maximum term of 12 months for a maximum amount of € 40 million, entered into with UniCredit on 1 March 2022. This credit line is a short‐term financing instrument providing financial flexibility, combining irrevocability with variability of use based on specific financial requirements. The agreement signed requires compliance with financial and income conditions similar to those for other existing loans.

23. ACQUISITION OF SUBSIDIARIES

On 16 March 2022 the Group acquired 100% of the shares of EUSA Pharma, a leading pharmaceutical company with a portfolio of four products in the niche rare cancer segment, with its eleven subsidiaries. The acquisition balance sheet has been consolidated as of 31st March. The fair value of the assets and liabilities have been preliminary determined as the valuation processes are still underway at the time of the issuance of this interim report. In accordance with IFRS 3, the fair value of the acquired assets and liabilities will be finally determined within 12 months from the date of acquisition.

The table below summarises the values of the assets acquired and the liabilities assumed, expressed at their fair value. These values differ from those published in the quarterly report at 31 March 2022, when, given the short period of time that had passed since the acquisition date, the necessary activities had not yet been undertaken for an in‐depth measurement of the values acquired.

€ (thousands) Values at
31 March 2022
(according to IFRS 3)
Non‐current assets
Property, plant and equipment 3,815
Intangible assets 530,941
Other non‐current assets 961
Deferred tax assets 5,161
Current assets
Inventories 162,653
Trade receivables 37,158
Other receivables 7,554
Other current assets 7,300
Cash and cash equivalents 53,235
Non‐current liabilities
Loans ‐ due after one year (2,212)
Deferred tax liabilities (141,483)
Other non‐current liabilities 0
Current liabilities
Trade payables (17,426)
Other payables (11,501)
Tax liabilities (157)
Other current liabilities (182)
Provisions for risks and charges (275)
Loans ‐ due within one year (79,398)
556,144
Goodwill 150,850
Cost of the acquisition 706,994

The preliminary process of identifying the assets and liabilities acquired at the related fair values at the acquisition date led to the identification of a higher value of the intangible assets Qarziba®, Sylvant®, Fotivda® and Caphosol® and of the related inventories. Consequently, the difference between the cost of the business combination and the carrying amount of the assets and liabilities acquired was allocated for € 440.0 million to intangible assets, for € 141.9 million to inventories, for € 141.5 million to the related deferred tax liabilities and for € 150.9 million to the item "Goodwill". Considering the short period of time that has passed between the acquisition date and 30 June 2022, the allocation made should be considered still provisional, as permitted by the accounting standard IFRS 3.

In the following table, it is reported the cash flows of the EUSA acquisition

€ (thousands)
Acquired Cash and cash equivalents 53,235
Consideration Paid (706,994)
Total Net Cash of the acquisition (653,759)

24. OPERATING SEGMENTS

The financial information reported by line of business, in compliance with IFRS 8 – Operating Segments, is prepared using the same accounting principles used for the preparation and disclosure of the Group's consolidated financial statements. Two main business segments can be identified, the Specialty & Primary Care segment and the rare diseases segment.

The tables below show the figures for these segments at 30 June 2022 and include comparative data.

€ (thousands) Specialty and
Primary Care
segment
Rare diseases
segment
Values not
allocated
Consolidated
financial
statements
First half 2022
Net revenue 632,062 260,428 892,490
Expenses (459,759) (200,434) (660,193)
Operating income 172,303 59,994 232,297
First half 2021
Net revenue 589,784 181,051 770,835
Expenses (409,575) (110,892) (520,467)
Operating income 180,209 70,159 250,368
Net capital employed 1,328,292 769,829
Total liabilities 290,486 137,741 1,006,347 1,434,574
Current liabilities 249,046 131,496 245,874 626,416
Non‐current liabilities 41,440 6,245 760,473 808,158
Total assets 1,618,778 907,570 289,851 2,816,199
Cash and cash equivalents 244,578 244,578
assets
Other receivables and other current 45,712 12,152 11,149 69,013
Trade receivables 228,591 79,187 307,778
Inventories 182,344 46,388 228,732
Non‐current assets 1,162,131 769,843 34,124 1,966,098
31 December 2021
Net capital employed 1,404,805 1,517,549
Total liabilities 311,421 335,975 1,842,815 2,490,211
Current liabilities 267,173 191,431 392,598 851,202
Non‐current liabilities 44,248 144,544 1,450,217 1,639,009
Total assets 1,716,226 1,853,524 414,348 3,984,098
Cash and cash equivalents 373,762 373,762
assets 39,860 32,104 21,016 92,980
Other receivables and other current
Trade receivables 257,425 129,286 386,711
Inventories 208,493 201,301 409,794
Non‐current assets 1,210,448 1,490,833 19,570 2,720,851
30 June 2022
€ (thousands) Specialty and
Primary Care
segment
Rare diseases
segment
Not allocated* Consolidated
financial
statements

* Includes pharmaceutical chemical operations. ** Amounts not allocated refer to the items other equity investments and securities, cash and cash equivalents, loans, derivative instruments and short‐term debts to banks and other lenders.

The pharmaceutical chemical business is considered part of the Specialty and Primary Care segment as it is mainly engaged in the production of active ingredients for finished pharmaceutical products, both from a strategic and organizational point of view.

25. LITIGATION AND CONTINGENT LIABILITIES

The Parent Company and some subsidiaries are parties to minor legal actions and disputes, the outcomes of which are not expected to result in any liability. The potential liabilities that can currently be measured are not for significant amounts. Some license agreements require the payment of future milestones as certain conditions—whose fulfillment is as yet uncertain—occur, with the consequence that the contractually required payments, estimated at around € 135 million, are merely potential at the moment.

26. RELATED‐PARTY TRANSACTIONS

At 30 June 2022, the Group's immediate parent is Rossini S.à r.l., with headquarters in Luxembourg, which is owned by a consortium of investment funds controlled by CVC Capital Partners VII Limited.

To our knowledge, no transactions or contracts have been entered into with related parties that can be considered significant in terms of value or conditions, or which could in any way materially affect the accounts.

27. SUBSEQUENT EVENTS

At the date of preparation of the financial statements, no significant events had occurred subsequent to the close of the period that would require changes to the values of assets, liabilities or the income statement.

28. SUBSIDIARIES INCLUDED IN THE CONSOLIDATED ACCOUNTS AT 30 JUNE 2022

Consolidated companies Head office Share capital Currency Consolidation
method
RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A.
Development, production, marketing and sales of pharmaceuticals and
pharmaceutical chemicals
Italy 26,140,644.50 EUR Line‐by‐line
INNOVA PHARMA S.p.A.
Marketing of pharmaceuticals
Italy 1,920,000.00 EUR Line‐by‐line
CASEN RECORDATI S.L.
Development, production, and sales of pharmaceuticals
Spain 238,966,000.00 EUR Line‐by‐line
BOUCHARA RECORDATI S.A.S.
Development, production, and sales of pharmaceuticals
France 4,600,000.00 EUR Line‐by‐line
RECORDATI RARE DISEASES COMERCIO DE MEDICAMENTOS LTDA
Holds pharmaceutical marketing rights in Brazil
Brazil 166.00 BRL Line‐by‐line
RECORDATI RARE DISEASES INC.
Development, production, and sales of pharmaceuticals
U.S.A. 11,979,138.00 USD Line‐by‐line
RECORDATI IRELAND LTD
Development, production, and sales of pharmaceuticals
Ireland 200,000.00 EUR Line‐by‐line
LABORATOIRES BOUCHARA RECORDATI S.A.S.
Development, production, and sales of pharmaceuticals
France 14,000,000.00 EUR Line‐by‐line
RECORDATI PHARMA GmbH
Marketing of pharmaceuticals
Germany 600,000.00 EUR Line‐by‐line
RECORDATI PHARMACEUTICALS LTD
Marketing of pharmaceuticals
United Kingdom 15,000,000.00 GBP Line‐by‐line
RECORDATI HELLAS PHARMACEUTICALS S.A.
Marketing of pharmaceuticals
Greece 10,050,000.00 EUR Line‐by‐line
JABA RECORDATI S.A.
Marketing of pharmaceuticals
Portugal 2,000,000.00 EUR Line‐by‐line
JABAFARMA PRODUTOS FARMACÊUTICOS S.A.
Promotion of pharmaceuticals
Portugal 50,000.00 EUR Line‐by‐line
BONAFARMA PRODUTOS FARMACÊUTICOS S.A.
Promotion of pharmaceuticals
Portugal 50,000.00 EUR Line‐by‐line
RECORDATI ORPHAN DRUGS S.A.S.
Holding company
France 57,000,000.00 EUR Line‐by‐line
RECORDATI RARE DISEASES MIDDLE EAST FZ LLC
Marketing of pharmaceuticals
United Arab
Emirates
100,000.00 AED Line‐by‐line
RECORDATI AB
Marketing of pharmaceuticals
Sweden 100,000.00 SEK Line‐by‐line
RECORDATI RARE DISEASES S.à r.l.
Development, production, and sales of pharmaceuticals
France 320,000.00 EUR Line‐by‐line
RECORDATI RARE DISEASES UK Limited
Marketing of pharmaceuticals
United Kingdom 50,000.00 GBP Line‐by‐line
RECORDATI RARE DISEASES GERMANY GmbH
Marketing of pharmaceuticals
Germany 25,600.00 EUR Line‐by‐line
RECORDATI RARE DISEASES SPAIN S.L.
Marketing of pharmaceuticals
Spain 1,775,065.49 EUR Line‐by‐line
RECORDATI RARE DISEASES ITALY S.R.L.
Marketing of pharmaceuticals
Italy 40,000.00 EUR Line‐by‐line
RECORDATI BV
Marketing of pharmaceuticals
Belgium 18,600.00 EUR Line‐by‐line
FIC MEDICAL S.à r.l.
Promotion of pharmaceuticals
France 173,700.00 EUR Line‐by‐line
HERBACOS RECORDATI s.r.o.
Development, production, and sales of pharmaceuticals
Czech Republic 25,600,000.00 CZK Line‐by‐line
RECORDATI SK s.r.o.
Marketing of pharmaceuticals
Slovak Republic 33,193.92 EUR Line‐by‐line
Consolidated companies Head office Share capital Currency Consolidation
method
RUSFIC LLC
Development, promotion, and sales of pharmaceutical products
Russian Federation 3,560,000.00 RUB Line‐by‐line
RECOFARMA ILAÇ Ve Hammaddeleri Sanayi Ve Ticaret L.Ş.
Development, promotion, and sales of pharmaceutical products
Turkey 8,000,000.00 TRY Line‐by‐line
RECORDATI ROMÂNIA S.R.L.
Marketing of pharmaceuticals
Romania 5,000,000.00 RON Line‐by‐line
RECORDATI İLAÇ Sanayi Ve Ticaret A.Ş.
Development, production, and sales of pharmaceuticals
Turkey 180,000,000.00 TRY Line‐by‐line
RECORDATI POLSKA Sp. z o.o.
Marketing of pharmaceuticals
Poland 4,500,000.00 PLN Line‐by‐line
ACCENT LLC
Holds pharmaceutical marketing rights
Russian Federation 20,000.00 RUB Line‐by‐line
RECORDATI UKRAINE LLC
Marketing of pharmaceuticals
Ukraine 1,031,896.30 UAH Line‐by‐line
CASEN RECORDATI PORTUGAL Unipessoal Lda
Marketing of pharmaceuticals
Portugal 100,000.00 EUR Line‐by‐line
OPALIA PHARMA S.A.
Development, production, and sales of pharmaceuticals
Tunisia 9,656,000.00 TND Line‐by‐line
OPALIA RECORDATI S.à r.l.
Promotion of pharmaceuticals
Tunisia 20,000.00 TND Line‐by‐line
RECORDATI RARE DISEASES S.A. DE C.V.
Marketing of pharmaceuticals
Mexico 16,250,000.00 MXN Line‐by‐line
RECORDATI RARE DISEASES COLOMBIA S.A.S.
Marketing of pharmaceuticals
Colombia 150,000,000.00 COP Line‐by‐line
ITALCHIMICI S.p.A.
Marketing of pharmaceuticals
Italy 7,646,000.00 EUR Line‐by‐line
RECORDATI AG
Marketing of pharmaceuticals
Switzerland 15,000,000.00 CHF Line‐by‐line
RECORDATI AUSTRIA GmbH
Marketing of pharmaceuticals
Austria 35,000.00 EUR Line‐by‐line
RECORDATI RARE DISEASES CANADA Inc.
Marketing of pharmaceuticals
Canada 350,000.00 CAD Line‐by‐line
RECORDATI RARE DISEASES JAPAN K.K.
Marketing of pharmaceuticals
Japan 90,000,000.00 JPY Line‐by‐line
NATURAL POINT S.r.l.
Marketing of pharmaceuticals
Italy 10,400.00 EUR Line‐by‐line
RECORDATI RARE DISEASES AUSTRALIA Pty Ltd
Marketing of pharmaceuticals
Australia 200,000.00 AUD Line‐by‐line
TONIPHARM S.a.s.
Marketing of pharmaceuticals
France 257,700.00 EUR Line‐by‐line
RECORDATI BULGARIA Ltd
Marketing of pharmaceuticals
Bulgaria 50,000.00 BGN Line‐by‐line
RECORDATI (BEIJING) PHARMACEUTICAL CO., Ltd(1)
Marketing of pharmaceuticals
People's Republic
of China
1,000,000.00 EUR Line‐by‐line
RECORDATI RARE DISEASES FZCO(2)
Marketing of pharmaceuticals
United Arab
Emirates
1,000.00 AED Line‐by‐line
EUSA Pharma (UK) Limited(3)
Research and marketing of pharmaceuticals
United Kingdom 10.00 EUR Line‐by‐line
EUSA Pharma (Italy) S.r.l. (3)
Marketing of pharmaceuticals
Italy 99,000.00 EUR Line‐by‐line
EUSA Pharma (France) S.A.S. (3)
Marketing of pharmaceuticals
France 476,522.00 EUR Line‐by‐line
EUSA Pharma Iberia S.L. (3)
Marketing of pharmaceuticals
Spain 70,000.00 EUR Line‐by‐line
Consolidated companies Head office Share capital Currency Consolidation
method
EUSA Pharma (Germany) GmbH(3)
Marketing of pharmaceuticals
Germany 25,000.00 EUR Line‐by‐line
EUSA Pharma (Netherlands) B.V. (3)
Marketing of pharmaceuticals
Netherlands 1.00 EUR Line‐by‐line
EUSA Pharma (Denmark) ApS(3)
Marketing of pharmaceuticals
Denmark 50,000.00 DKK Line‐by‐line
EUSA Pharma (US) LLC(3)
Marketing of pharmaceuticals
U.S.A. 1.00 USD Line‐by‐line
EUSA Pharma (Australia) Pty Ltd(3)
Non‐operational
Australia 1.00 AUD Line‐by‐line
EUSA Pharma (CH) GmbH(3)
Marketing of pharmaceuticals
Switzerland 20,000.00 CHF Line‐by‐line
EUSA Pharma Korea Ltd(3)
Marketing of pharmaceuticals
South Korea 100,000,000.00 KRW Line‐by‐line
EUSA Pharma Brasil ‐ Marketing e Promoçoes LTDA(3)
Non‐operational
Brazil 5,000.00 BRL Line‐by‐line

(1) Set up in 2021

(2) Set up in 2022

(3) Acquired in 2022

PERCENTAGE OF OWNERSHIP
Consolidated companies Recordati
S.p.A. Parent
Company
Recordati
Pharma
GmbH
Bouchara
Recordati
S.a.s.
Casen
Recordati
S.L.
Recordati
Orphan
Drugs
S.a.s.
Recordati
Rare
Diseases
S.à r.l.
Herbacos
Recordati
s.r.o.
Recordati
Ilaç A.Ş.
Opalia
Pharma
S.A.
Recordati
AG
EUSA
Pharma
(UK)
Total
INNOVA PHARMA S.P.A. 100.00 100.00
CASEN RECORDATI S.L. 100.00 100.00
BOUCHARA RECORDATI S.A.S. 100.00 100.00
RECORDATI RARE DISEASES
COMERCIO DE MEDICAMENTOS
LTDA
100.00 100.00
RECORDATI RARE DISEASES INC. 100.00 100.00
RECORDATI IRELAND LTD 100.00 100.00
LABORATOIRES BOUCHARA
RECORDATI S.A.S.
100.00 100.00
RECORDATI PHARMA GmbH 55.00 45.00 100.00
RECORDATI PHARMACEUTICALS
LTD
100.00 100.00
RECORDATI HELLAS
PHARMACEUTICALS S.A.
100.00 100.00
JABA RECORDATI S.A. 100.00 100.00
JABAFARMA PRODUTOS
FARMACÊUTICOS S.A.
100.00 100.00
BONAFARMA PRODUTOS
FARMACÊUTICOS S.A.
100.00 100.00
RECORDATI ORPHAN DRUGS
S.A.S.
90.00 10.00 100.00
RECORDATI RARE DISEASES
MIDDLE EAST FZ LLC
100.00 100.00
RECORDATI AB 100.00 100.00
RECORDATI RARE DISEASES
S.à r.l.
100.00 100.00
RECORDATI RARE DISEASES UK
Limited
100.00 100.00
RECORDATI RARE DISEASES
GERMANY GmbH
100.00 100.00
RECORDATI RARE DISEASES
SPAIN S.L.
100.00 100.00
RECORDATI RARE DISEASES
ITALY S.R.L.
100.00 100.00
RECORDATI BV 99.46 0.54 100.00
FIC MEDICAL S.à r.l. 100.00 100.00
HERBACOS RECORDATI s.r.o. 100.00 100.00
RECORDATI SK s.r.o. 100.00 100.00
PERCENTAGE OF OWNERSHIP
Consolidated companies Recordati
S.p.A. Parent
Company
Recordati
Pharma
GmbH
Bouchara
Recordati
S.a.s.
Casen
Recordati
S.L.
Recordati
Orphan
Drugs
S.a.s.
Recordati
Rare
Diseases
S.à r.l.
Herbacos
Recordati
s.r.o.
Recordati
Ilaç A.Ş.
Opalia
Pharma
S.A.
Recordati
AG
EUSA
Pharma
(UK)
Total
RUSFIC LLC 100.00 100.00
RECOFARMA ILAÇ Ve
Hammaddeleri Sanayi Ve
Ticaret L.Ş.
100.00 100.00
RECORDATI ROMÂNIA S.R.L. 100.00 100.00
RECORDATI İLAÇ Sanayi Ve
Ticaret A.Ş.
100.00 100.00
RECORDATI POLSKA
Sp. z o.o
100.00 100.00
ACCENT LLC 100.00 100.00
RECORDATI UKRAINE LLC 0.01 99.99 100.00
CASEN RECORDATI PORTUGAL
Unipessoal Lda
100.00 100.00
OPALIA PHARMA S.A. 90.00 90.00
OPALIA RECORDATI
S.à R.L.
1.00 99.00 100.00
RECORDATI RARE DISEASES S.A.
DE C.V.
99.998 0.002 100.00
RECORDATI RARE DISEASES
COLOMBIA S.A.S.
100.00 100.00
ITALCHIMICI S.p.A. 100.00 100.00
RECORDATI AG 100.00 100.00
RECORDATI AUSTRIA GmbH 100.00 100.00
RECORDATI RARE DISEASES
CANADA Inc.
100.00 100.00
RECORDATI RARE DISEASES
JAPAN K.K.
100.00 100.00
NATURAL POINT S.r.l. 100.00 100.00
RECORDATI RARE DISEASES
AUSTRALIA Pty Ltd
100.00 100.00
TONIPHARM S.a.s. 100.00 100.00
RECORDATI BULGARIA Ltd 100.00 100.00
RECORDATI (BEIJING)
PHARMACEUTICAL CO., Ltd(1)
100.00 100.00
RECORDATI RARE DISEASES
FZCO(2)
100.00 100.00
EUSA Pharma (UK) Limited(3) 100.00 100.00
EUSA Pharma (Italy) S.r.l. (3) 100.00 100.00
EUSA Pharma (France) S.A.S. (3) 100.00 100.00
PERCENTAGE OF OWNERSHIP
Consolidated companies Recordati
S.p.A.
Parent
Company
Recordati
Pharma
GmbH
Bouchara
Recordati
S.a.s.
Casen
Recordati
S.L.
Recordati
Orphan
Drugs
S.a.s.
Recordati
Rare
Diseases
S.à r.l.
Herbacos
Recordati
s.r.o.
Recorda
ti Ilaç
A.Ş.
Opalia
Pharma
S.A.
Recordati
AG
EUSA
Pharma
(UK)
Total
EUSA Pharma Iberia S.L. (3) 100.00 100.00
EUSA Pharma (Germany)
GmbH(3)
100.00 100.00
EUSA Pharma (Netherlands)
B.V.(3)
100.00 100.00
EUSA Pharma (Denmark) ApS(3) 100.00 100.00
EUSA Pharma (US) LLC(3) 100.00 100.00
EUSA Pharma (Australia) Pty
Ltd(3)
100.00 100.00
EUSA Pharma (CH) GmbH(3) 100.00 100.00
EUSA Pharma Korea Ltd(3) 100.00 100.00
EUSA Pharma Brasil ‐ Marketing
e Promoçoes LTDA(3)
100.00 100.00

(1) Set up in 2021 (2) Set up in 2022 (3) Acquired in 2022

CERTIFICATION OF THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS PURSUANT TO ART. 154‐BIS OF ITALIAN LGS. DECREE 58/98

  1. The undersigned, Robert Koremans, in his capacity as Chief Executive Officer, and Luigi La Corte, as Financial Reporting Manager of Recordati S.p.A., pursuant to the provisions or Article 154‐bis, paragraphs 3 and 4, of Italian Legislative Decree no. 58 of 24 February 1998, hereby certify:

  2. the adequacy with respect to the Company structure and

  3. the effective application

of the administrative and accounting procedures applied in the preparation of the consolidated condensed financial statements for the first half of 2022.

  1. The undersigned certify further that:

2.1 the consolidated condensed financial statements at 30 June 2022:

  • have been prepared in accordance with the applicable International Accounting Standards, as endorsed by the European Union under the terms of Regulation (EC) no. 1606/2002 of the European Parliament and of the Council, of 19 July 2002;
  • correspond to the amounts shown in the Company's accounts, books and records;
  • provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.

2.2 The Interim Report includes a reliable analysis of the events occurring in the first six months of the year and their impact on the consolidated condensed financial statements, together with a description of the main risks and uncertainties referring to the remaining six months of the year. The Interim Report also includes a reliable analysis of the information on significant related‐party transactions.

Milan, 28 July 2022

The Chief Executive Officer The Financial Reporting Manager

Robert Koremans Luigi La Corte

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