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Industrie De Nora

Annual / Quarterly Financial Statement May 11, 2023

4198_rns_2023-05-11_daec2097-9862-4388-bb27-ed63c4a17424.pdf

Annual / Quarterly Financial Statement

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20 23 Interim Condensed Consolidated Financials

as of March 31, 2023

Interim consolidated statement of financial position

As of
which
As of
of which
Not
March
with
December
es
31, 2023
related
31, 2022
parties
parties
(in € thousands)
ASSETS
Goodwill and other intangible assets
16
128,356
131,552
Property, plant and equipment
17
196,252
184,177
Equity-accounted investees
18
122,664
122,664
Financial assets, including derivatives
19
4,496
4,610
Deferred tax assets
11,567
13,096
Other receivables
20
9,027
52
9,030
52
Employee benefits
27
3,310
3,331
Total non-current assets
475,672
468,460
Inventory
21
293,810
295,476
Financial assets, including derivatives
19
48,891
159,036
Current tax assets
22
4,883
376
4,893
376
Construction contracts
23
29,629
29,135
Trade receivables
24
145,473
31,242
123,421
7,267
Other receivables
20
38,151
33,074
Cash and cash equivalents
25
109,638
174,129
Total current assets
670,475
819,164
TOTAL ASSETS
1,146,147
1,287,624
EQUITY AND LIABILITIES
Equity attributable to Owners of the parent
758,219
741,218
Equity attributable to non-controlling interest
4,989
3,586
TOTAL EQUITY
26
763,208
744,804
Employee benefits
27
23,339
23,959
Provisions for risks and charges
28
2,129
2,142
Deferred tax liabilities
7,326
8,664
Financial liabilities, net of current portion
29
121,504
267,544
Trade payables
30
82
83
Income tax payable
-
-
Other payables
32
2,203
432
2,384
Total non-current liabilities
156,583
304,776
Provisions for risks and charges
28
18,447
18,546
of
with related
444
Financial liabilities
29
26,116
13,655
Construction contracts
23
11,656
12,702
Trade payables
30
76,637
819
80,554
889
Income tax payable
31
13,841
10,970
-
Other payables
32
79,659
16,418
101,617
34,869
Total current liabilities
226,356
238,044
TOTAL EQUITY AND LIABILITIES
1,146,147
1.287,624

Interim consolidated income statement

Notes Three
months
2023
of which with
related
parties
Three
months
2022
of which
with related
parties
(in € thousands)
Revenues 4 216,881 56,339 200,080 28,993
Change in inventory of finished goods and work in progress 5 16,830 6,807
Other income 6 1,415 168 1,600 209
Costs for raw materials, consumables, supplies and goods 7 (106,711) (2) (89,319) (400)
Personnel expenses 8 (36,220) (1,231) (31,038) (1,060)
Costs for services 9 (42,702) (368) (31,618) (250)
Other operating expenses 10 (1,877) (1) (2,067)
Amortization and depreciation 16–17 (7,240) (6,757)
Impairment (losses)/revaluations and provisions for risks and
charges
11 (721) (956)
Operating profit 39,655 46,732
Share of profit of equity-accounted investees 18 - (6,337)
Finance income 12 2,400 7,433
Finance expenses 13 (6,325) (6,090)
Profit before tax 35,730 41,738
Income tax expense 14 (10,727) (15,198)
Profit for the period 25,003 26,540
Attributable to:
Owners of the parent 24,491 26,108
Non-controlling interests 512 432
Basic and diluted earnings per share (in Euro) 15 0.12 -
Basic and diluted earnings per share (A, B, C shares) (in
Euro)
15 - 0.15
Basic and diluted earnings per share (D shares) (in Euro) 15 - 0.01

Interim consolidated statement of comprehensive income

Three months
2023
Three months
2022
(in € thousands)
Profit for the period 25,003 26,540
Items that will not be reclassified to profit or loss:
Actuarial reserve - 135
Tax effect - (41)
Total items that will not be reclassified to profit or loss, net of the tax effect (A) - 94
Items that may be reclassified subsequently to profit or loss:
Effective portion of the change in fair value of financial instruments cash flows
hedges
7 (183)
Change in fair value of financial assets 373 23
Translation reserve (7,933) 3,389
Tax effect (91) 38
Total items that may be reclassified subsequently to profit or loss, net of the
tax effect (B)
(7,644) 3,267
Total other comprehensive income net of the tax effects (A + B) (7,644) 3,361
Total comprehensive income 17,359 29,901
Attributable to:
Owners of the parent 16,856 29,463
Non-controlling interests 503 438

Interim consolidated statement of cash flows

of of which
Notes Three
months
2023
which
with
related
parties
Three
months
2022
with related
parties
((in € thousands)
Cash flows from operating activities
Profit for the period 26 25,003 26,540
Adjustments for:
Amortization and depreciation 16-17 7,240 6,757
Impairment losses/(reversal) of property, plant and equipment 11-16-17 - 247
Finance expenses 13 6,325 6,090 -
Finance income 12 (2,400) (7,433)
Share of profit of equity-accounted investees 18 - 6,337 6,337
(Gains) losses on the sale of property, plant and equipment and 16-17 172 133
intangible assets
Income tax expense
14 10,727 15,198
Share based payments 26 145 -
Change in inventory 21 (2,270) (7,693)
Change in trade receivables and construction contracts
23-24 (25,600) (24,185
)
(15,320) 2,696
Change in trade payables 30 (2,987) (55) (7,937) 111
Change in other receivables/payables 20-32 (27,676) (18,411
)
(9,006) (7,718)
Change in provisions and employee benefits 27-28 (514) 46
Cash flows generated by/(used in) operating activities (11,834) 13,958
Interests and other finance expenses paid 13 (3,562) (1,009)
Interests and other finance income collected 12 730 87
Income tax paid 14 (6,151) (13,412)
Net cash flows generated by/(used in) operating activities (20,818) (376)
Cash flows from investing activities
Sales of property, plant and equipment and intangible assets 16-17 9 40
Investments in property, plant and equipment 16-17 (17,819) (4,672)
Investments in intangible assets 16-17 (1,860) (1,997)
Investments in associated companies - (17) (17)
Investments in financial activities 19 110,058 (2,725)
Net cash flows generated by/(used in) investing activities 90,387 (9,371)
Cash flows from financing activities
Share capital increase 26 900 -
New loans 29 13,649 9,713
(Repayments) of loans 29 (147,049) (164)
Payment of leases 29 (461) (306)
Increase (decrease) in other financial liabilities 29 (2) (77)
Net cash flows generated by/(used in) financing activities (132,963) 9,166
Net increase (decrease) in cash and cash equivalents (63,394) (581)
Opening cash and cash equivalents 174,129 73,843
Exchange rate gains/(losses) (1,097) 607
Closing cash and cash equivalents 25 109,638 73,869

Interim statement of changes in the net consolidated equity

(in € thousands) Notes Share
capital
Legal
reserve
Share
premium
Retained
earnings
Translation
reserve
Other
reserves
Profit
for the
period
Equity
attributable
to the
Owners of
the parent
Equity
attributable
to non
controlling
interests
Total
Equity
Balance as of December 31,
2021
26 16,786 3,357 24,915 340,546 5,563 (7,404) 66,696 450,459 3,503 453,962
Transactions with shareholders:
Allocation of profit for 2021
- - - 66,696 - - (66,696) - - -
Comprehensive income statement:
Profit for the period
Actuarial reserve
- - - - - - 26,108 26,108 432 26,540
Effective portion of the change in fair value
of financial instruments hedging cash flows
-
-
-
-
-
-
-
-
-
-
94
(140)
-
-
94
(140)
-
-
94
(140)
Change in fair value of financial assets - - - - - 9 - 9 9 18
Translation reserve
Balance as of March
31, 2022
26 -
16,786
-
3,357
-
24,915
-
407,242
3,392
8,955
-
(7,441)
-
26,108
3,392
479,922
(3)
3,941
3,389
483,863
Balance as of
December 31, 2022
26 18,268 3,357 223,433 387,242 5,059 14,295 89,564 741,218 3,586 744,804
Transactions with shareholders:
Share capital increase
Allocation of profit for 2022
Other movements
-
Share based
-
-
-
-
-
-
-
89,564
-
-
-
-
-
(89,564)
-
-
900
-
900
-
payments
Comprehensive income statement:
Profit for the period
-
-
-
-
-
-
-
-
-
-
145
-
-
24,491
145
24,491
-
512
145
25,003
Actuarial reserve
Effective portion of the change in fair value
- - - - - - - - - -
of financial instruments hedging cash flows
Change in fair value of financial assets
-
-
-
-
-
-
-
-
-
-
5
246
-
-
5
246
-
38
5
284
Translation reserve
Balance as of March
31, 2023
26 -
18,268
-
3,357
-
223,433
-
476,806
(7,886)
(2,827)
-
14,691
-
24,491
(7,886)
758,219
(47)
4,989
(7,933)
763,208

EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF MARCH 31, 2023

A. GENERAL INFORMATION

1. GENERAL INFORMATION

Industrie De Nora S.p.A. (hereinafter the "Company" or "IDN" and together with its subsidiaries the "Group" or the "De Nora Group") is a joint-stock company incorporated and registered in Italy at the Companies Register Office of Milan. The Company, with registered office at Via Bistolfi 35 - Milan, Italy, has been listed on Euronext Milan since June 30, 2022.

Please note that these Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2023 (hereinafter the " Condensed Consolidated Interim Financial Statements ") were approved by the Company's Board of Directors on May 10, 2023.

2. SUMMARY OF THE ACCOUNTING PRINCIPLES ADOPTED AND THE CRITERIA ADOPTED FOR THE PREPARATION OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

2.1 Criteria for the preparation of the Condensed Consolidated Interim Financial Statements

The De Nora Group has prepared these Condensed Consolidated Interim Financial Statements in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union and in accordance with IAS 34 - Interim Financial Reporting by applying the same accounting standards adopted in the preparation of the Consolidated Financial Statements as of December 31, 2022 and in effect as of March 31, 2023, hereinafter the "IFRS". The IFRS have been applied consistently in all the periods presented. These Condensed Consolidated Interim Financial Statements have been prepared in "condensed" form, i.e., with a significantly lower level of disclosure than required by IFRS, as permitted by IAS 34, and should therefore be read in conjunction with the Group's consolidated financial statements for the year ending December 31, 2022, prepared in accordance with IFRS and approved by the Board of Directors on March 22, 2023.

The Condensed Consolidated Interim Financial Statements consist of the interim consolidated statement of financial position, the interim consolidated income statement, the interim consolidated statement of comprehensive income, the interim statement of changes in the net consolidated equity, and the interim consolidated statement of cash flows, as well as the explanatory notes.

Assets and liabilities as of March 31, 2023 are compared with the consolidated statement of financial position as of December 31, 2022. The amounts in the consolidated income statement, consolidated statement of comprehensive income, statement of changes in the net consolidated equity, and consolidated statement of cash flows for the three months ended March 31, 2023, are compared with the respective amounts for the three months ended March 31, 2022.

The Group has chosen to present the consolidated income statement by the nature of the expenses, highlighting the interim results relating to the operating result and the result before tax.

The statement of financial position is prepared using the format whereby assets and liabilities are presented on a "current/non-current" basis. An asset is classified as current when:

  • it is assumed that such asset is carried out, or is held for sale or consumption, in the normal course of the operating cycle;
  • it is mainly owned for trading purposes;
  • it is assumed that it will be realized within twelve months from the closing date of the period;

● it consists of cash and cash equivalents (unless it is forbidden to exchange it or use it to settle a liability for at least twelve months from the closing date of the financial year).

All other assets are classified as non-current. In particular, IAS 1 includes property, plant and equipment, intangible assets and long-term financial assets among non-current assets.

A liability is classified as current when:

  • it is expected to be settled in the normal operating cycle;
  • it is mainly owned for trading purposes;
  • it will be settled within twelve months from the closing date of the period;
  • there is no unconditional right to defer its settlement for at least twelve months after the end of the financial year. The clauses of a liability that could, at the option of the counterparty, give rise to its settlement through the issue of equity instruments, do not affect its classification.

All other liabilities are classified by the company as non-current.

The operating cycle is the time that elapses between the acquisition of assets for the production process and their realization in cash or cash equivalents. When the normal operating cycle is not clearly identifiable, its duration is assumed to be twelve months.

The consolidated statement of cash flows is prepared using the indirect method.

The statement of changes in the consolidated equity shows the changes in shareholders' equity items related to:

  • the recognition of the result for the period and allocation of the result of the previous period;

  • amounts relating to transactions with shareholders;

  • all gains and losses, net of tax, which, as required by IFRS, are accounted for directly in equity (actuarial gains and losses arising from defined benefit plans and hedging reserves);

  • changes in the fair value reserves relating to cash flow hedges, net of taxes;

  • changes in the consolidation scope;

  • the effect of the differences deriving from the conversion of the financial statements of foreign companies;

  • changes in accounting policies.

The consolidated statement of comprehensive income presents, on a separate basis, the profit/(loss) for the period and any income and expense not recognized in the income statement, but is instead recognized directly in equity, in accordance with specific IFRS principles.

The Condensed Consolidated Interim Financial Statements have been drawn up in Euro, the Company's functional currency. The financial position and income statements, the explanatory notes and the tables are expressed in thousands of Euro, unless otherwise indicated.

The Condensed Consolidated Interim Financial Statements were prepared:

● on a going concern basis, as the Directors verified the absence of financial, management or other indicators that could indicate significant uncertainties about the Group's ability to meet its obligations in the foreseeable future and, in particular, in the 12 months following the closing date, as compared to the date of these interim financial statements. The assessments made confirm that the Group is able to operate in compliance with the going concern assumption and in compliance with financial covenants;

  • on an accrual basis of accounting, in compliance with the principle of relevance and significance of the information, of the prevalence of substance over form and with a view to favoring consistency with future presentations. The assets and liabilities, costs and revenues are not offset against each other, unless this is permitted or required by IFRS;
  • on the basis of the conventional historical cost criterion, except for the valuation of financial assets and liabilities in cases where the application of the fair value criterion is mandatory.

2.2 Accounting standards, amendments and interpretations that came into effect and applied as at January 1, 2023

The following new amendments were issued by the International Accounting Standards Board ("IASB") and adopted by the European Union, and are effective as of January 1, 2023:

Accounting principle/amendment Approved by
the EU
Effective date
Amendments to IFRS 17 (Insurance contracts): First application of IFRS 17 and IFRS 9 -
Comparative information
YES January 1, 2023
Amendments to IAS 1 Presentation of the Financial Statements and to IFRS Practice
Statement 2: information on accounting policies
YES January 1, 2023
Amendments to IAS 8 Accounting standards, changes in accounting estimates and errors:
definition of accounting estimates
YES January 1, 2023
Amendments to IAS 12 Income taxes: deferred taxes relating to assets and liabilities
deriving from a "Single Transaction"
YES January 1, 2023

These amendments did not result in any noteworthy impacts on the Condensed Consolidated Interim Financial Statements.

2.3 Accounting standards, amendments and interpretations not yet applicable

Accounting standards not yet applicable, as they have not been endorsed by the European Union

At the date of approval of these Condensed Consolidated Interim Financial Statements, the competent bodies of the European Union have not yet completed the approval process necessary for the adoption of the following accounting standards and amendments:

Accounting principle/amendment Approve
d by the
EU
Effective date
Amendments to IAS 1 Presentation of the Financial Statements:
classification of liabilities as current or non-current
NO January 1, 2024
Amendments to IAS 1 Presentation of the Financial Statements:
classification of liabilities as current or non-current – deferral of effective
date
NO January 1, 2024
Amendments to IAS 1 Presentation of the Financial Statements: non
current liabilities with covenants
NO January 1, 2024
Amendments to IFRS 16 Leases: lease liability in a sale and leaseback NO January 1, 2024

2.4 Structure, content and consolidation methods

The Condensed Consolidated Interim Financial Statements include the economic and financial position of the Company and its subsidiaries, prepared based on the related accounting situations and, where applicable, appropriately adjusted to make them compliant with IFRS.

As of March 31, 2023, the financial statements of the companies in which the Company directly or indirectly has control have been consolidated using the "full consolidation method", through the full assumption of the assets and liabilities and the costs and revenues of the subsidiaries. Companies that are jointly controlled by the Group, in accordance with IFRS 11, and those in which the Group exercises significant influence are measured using the "equity method", which foresees the initial recognition of the equity investment at cost and the subsequent adjustment of the carrying amount to reflect the investor's share of the related company's profits or losses after the acquisition date.

Company Registered office Currency Share capital as of 31.03.2023 interest % De Nora Group Consolidation
criterion
in local
currency
in Euro as of
31.03.2023
as of
31.12.2022
Oronzio De Nora
International BV -
NETHERLANDS:
Basisweg 10 - 1043 AP
Amsterdam - The
Netherlands
Euro 4,500,000.00 4,500,000.00 100% 100% line-by-line
*De Nora Deutschland
GmbH - GERMANY
Industriestrasse 17
63517 Rodenbach -
GERMANY
Euro 100,000.00 100,000.00 100% 100% line-by-line
*De Nora India Ltd -
INDIA
Plot Nos. 184, 185 &
189 Kundaim Industrial
Estate Kundaim 403
115, Goa, INDIA
INR 53,086,340.00 593,810.26 53.67% 53.67% line-by-line
*De Nora Permelec Ltd -
JAPAN:
2023-15 Endo, Fujisawa
City - Kanagawa Pref.
252 - JAPAN
JPY 90,000,000.00 621,418.21 100% 100% line-by-line
*De Nora Hong Kong
Limited - HONG KONG
Unit D-F 25/F YHC
Tower 1 Sheung YUET
Road Kowllon Bay KL
- HONG KONG
HKD 100,000.00 11,714.13 100% 100% line-by-line
De Nora do Brasil Ltda -
BRAZIL
Avenida Jerome Case
No. 1959 Eden - CEP
18087-220 -
Sorocoba/SP- BRAZIL
BRL 9,662,257.00 1,751,741.72 100% 100% line-by-line
De Nora Elettrodi
(Suzhou) Ltd - CHINA:
No. 113 Longtan Road,
Suzhou Industrial Park
215126, CHINA
USD 25,259,666.00 23,227,279.08 100% 100% line-by-line
*De Nora China - Jinan
Co Ltd - CHINA
Building 3, No.5436,
Wenquan Rd., Lingang
Development Zone,
Licheng District, Jinan
City, Shandong
Province PR CHINA
CNY 15,000,000.00 2,006,340.03 100% 100% line-by-line
*De Nora Glory
(Shanghai) Co Ltd -
CHINA
No. 2277 Longyang Rd.
Unit 1605 Yongda Int'l
Plaza - Shanghai -
CHINA
CNY 1,000,000.00 133,756.00 80% 80% line-by-line
De Nora Italy S.r.l. -
ITALY
Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 5,000,000.00 5,000,000.00 100% 100% line-by-line
De Nora Water
Technologies Italy S.r.l.
- ITALY:
Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 78,000.00 78,000.00 100% 100% line-by-line
*De Nora Water
Technologies FZE –
DUBAI
Office No: 614, Le
Solarium Tower, Dubai
Silicon Oasis - DUBAI
AED 250,000.00 62,597.03 100% 100% line-by-line
De Nora Italy Hydrogen
Technologies S.r.l -
ITALY
Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 110,000.00 110,000.00 90% 90% line-by-line
De Nora Holding UK
Ltd. – ENGLAND:
c/o hackwood
Secretaries Limited,
One silk Street, London
UK, EC2Y8HQ -
ENGLAND
Euro 19.00 19.00 100% 100% line-by-line
*De Nora Water
Technologies UK
Services Ltd. –
ENGLAND
De Nora Water
Technologies UK
Services Ltd Arley
Drive, Birch Coppice
GBP 7,597,918.00 8,641,853.96 100% 100% line-by-line

The companies included in the consolidation scope as of March 31, 2023 are as follows:

Business Park;
Tamworth,
Warwickshire -
ENGLAND
*De Nora Holdings US
Inc. – USA:
7590 Discovery Lane,
Concord, OH 4407 -
USA
USD 10.00 9.20 100% 100% line-by-line
*De Nora Tech LLC –
USA
7590 Discovery Lane,
Concord, OH 4407 -
USA
USD no share
capital
- 100% 100% line-by-line
*De Nora Water
Technologies LLC -
USA:
3000 Advance Lane
18915 - Colmar - PA -
USA
USD 968,500.19 890,574.89 100% 100% line-by-line
*De Nora Water
Technologies (Shanghai)
Co. Ltd - CHINA
2277 Longyang Road,
Unit 305 Yongda
International Plaza -
201204 - Pudong
Shanghai - CHINA
CNY 16,780,955.00 2,244,553.46 100% 100% line-by-line
*De Nora Water
Technologies Ltd. -
ENGLAND:
c/o hackwood
Secretaries Limited,
One silk Street, London
UK, EC2Y8HQ -
ENGLAND
GBP 1.00 1.14 100% 100% line-by-line
*De Nora Water
Technologies (Shanghai)
Ltd - CHINA
No 96 Street A0201
Lingang Marine Science
Park, Pudong New
District, Shanghai -
CHINA
CNY 7,757,786.80 1,037,650.55 100% 100% line-by-line
*De Nora Marine
Technologies LLC –
USA
1110 Industrial Blvd.,
Sugar Land, TX 77478 -
USA
USD no share
capital
- 100% 100% line-by-line
*De Nora Neptune LLC –
USA
305 South Main Street,
Fort Stockton, Texas
76735 - USA
USD no share
capital
- 80% 80% line-by-line
Capannoni S.r.l.- ITALY: Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 8,500,000.00 8,500,000.00 100% 100% line-by-line
*Capannoni LLC - USA 7590 Discovery Lane,
Concord, OH 4407 -
USA
USD 3,477,750.00 3,197,931.03 100% 100% line-by-line
ThyssenKrupp Nucera
AG & Co. KGaA -
GERMANY
Germany Euro 100,000,000.00 100,000,000.00 34% 34% equity
*ThyssenKrupp Nucera
Italy S.r.l.- ITALY
Italy Euro 1,080,000.00 1,080,000.00 34% 34% equity
*ThyssenKrupp Nucera
Australia Pty. - Australia
Australia AUD 500,000.00 307,351.86 34% 34% equity
*ThyssenKrupp Nucera
Japan Ltd. - JAPAN
Japan JPY 150,000,000.00 1,035,697.02 34% 34% equity
*ThyssenKrupp Uhde
Chlorine Engineers Co
Ltd - CHINA
China CNY 20,691,437.50 2,767,603.96 34% 34% equity
*ThyssenKrupp Nucera
USA Inc. - USA
USA USD 700,000.00 643,678.16 34% 34% equity
TK Nucera Management
AG
Germany Euro 50,000.00 50,000.00 34% 34% equity

It should be noted that the scope of consolidation as of March 31, 2023 has changed in relation to December 31, 2022 due to the following:

• effective January 1, 2023, De Nora ISIA S.r.l. was merged by incorporation into De Nora Water Technologies Italy S.r.l.

The following table shows the spot exchange rates, against the Euro, for the major currencies in which the Group operates, as of March 31, 2023 and December 31, 2022:

Exchange rate
at March 31,
Exchange rate
at December
2023 31, 2022
Currency
US Dollar 1.0875 1.0666
Japanese Yen 144.8300 140.66
Indian Rupee 89.3995 88.171
Chinese Yuan Renminbi 7.4763 7.3582
Brazilian Real 5.5158 5.6386
Pound sterling (GBP) 0.8792 0.8869

The following table shows the average exchange rates, against the Euro, for the major currencies in which the Group operates for the three months periods ended March 31, 2023 and 2022:

March 31
2023
2022
Average exchange rate for
the first three months ended
Currency
US Dollar
1.0733
1.1237
Japanese Yen
141.9509
130.7739
Indian Rupee
88.2580
84.4360
Chinese Yuan Renminbi
7.3420
7.1368
Brazilian Real
5.5765
5.8940
Pound sterling (GBP)
0.8831
0.8371

2.5 Accounting standards and criteria

The main recognition, classification and valuation criteria and accounting policies adopted for the preparation of the Condensed Consolidated Interim Financial Statements are consistent to those adopted for the preparation of the Consolidated Financial Statements as of December 31, 2022 to which reference is therefore made, except for the adjustments required by the nature of the interim reporting.

The Group has not adopted early any standard, interpretation or improvement issued but not yet in effect.

Furthermore, income taxes for the period are determined based on the best possible estimate in relation to the available information and on the reasonable expectation of the year's performance until the end of the tax period.

Estimates and assumptions used to draw up these Condensed Consolidated Interim Financial Statements are consistent with the ones used for the preparation of the Consolidated Financial Statements as of December 31, 2022 to which reference is therefore made.

3. OTHER INFORMATION

3.1 Seasonality

The Group's activities show no significant seasonal or cyclical variations.

3.2 Russia-Ukraine conflict

The Group did not encounter any significant critical issues attributable to the ongoing Russia-Ukraine conflict in terms of procurement, production and sales. As of March 31, 2023, the Group's main suppliers of strategic materials are located outside Russia and Ukraine. Group customers located in the area affected by the conflict accounted for 2% of Group revenues for the three months ended March 31, 2023 (4.5% for the three months ended March 31, 2022). As of March 31, 2023, the exposure to Russian and Ukrainian customers amounted to approximately Euro 1.8 million and it does not present risk of non-collection.

However, it cannot be ruled out that the continuation of a situation of military conflict in Ukraine and the increase in tensions between Russia and the countries in which the Group operates could negatively affect global macroeconomic conditions and the economies of those countries, leading to a possible contraction in demand and a consequent decrease in production levels, also taking into account the continuous evolution of the sanctions framework, which is constantly monitored by the Group's management.

A. NOTES TO THE MAIN FINANCIAL STATEMENTS ITEMS - CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT

4. Revenues

The following table details revenues from contracts with customers by type for the three-month periods ended March 31, 2023 and 2022:

Three months ended March
31,
2023 2022
(in € thousands)
Sales of electrodes 120,387 123,168
Sales of systems 7,207 8,023
After-market and other sales 70,422 56,483
Change in construction contracts 18,865 12,406
Total 216,881 200,080

Revenues for the three months ended March 31, 2023, amounted to Euro 216,881 thousand (Euro 200,800 thousand for the three months ended March 31, 2022). The increase of Euro 16,801 thousand (or 8,4%, 8,7% at constant exchange rates)1 can be mainly attributed to the progress of activities in the Energy Transition segment and to the consolidation of revenues in the Electrode Technologies segment, which together more than compensate the reduction in revenues in the Water Technologies segment, in particular in the Pools business line.

Revenue is analyzed in detail, by geographical area, here below:

Three months ended March
31,
2023 2022
(in € thousands)
Europe, Middle East, India and Africa (EMEIA) 86,136 63,165
North and Latin Americas (AMS) 60,923 65,220
Asia Pacific (APAC) 69,822 71,695
Total 216,881 200,080

For the three-month periods ended March 31, 2023, almost all of the obligations to be fulfilled by the Group refer to contracts with a duration of less than 12 months.

5. Change in inventory of finished goods and work in progress

For the three months ended March 31, 2023, the Group had a positive change in inventories of semi-finished and finished products of Euro 16,830 thousand (Euro 6,807 thousand for the three months ended March 31, 2022).

6. Other income

The table below shows the detail of other income for the three-month periods ended March 31, 2023 and 2022:

Three months ended March
31,
2023 2022
(in € thousands)
Sundry income 633 1,404
R&D grants 217 93
R&D income 36 45
Gain on sale of non-current assets - 40
Insurance refund 529 18
Total 1,415 1,600

Other income mainly refers to income from ancillary operations.

1 Determined by converting data in currencies other than the Euro for the three months ended March 31, 2023 at historical exchange rates for the three months ended March 31, 2022.

7. Costs for raw materials, consumables, supplies and goods

The table below shows the cost for raw materials, consumables, supplies and goods for the three months ended March 31, 2023 and 2022:

Three months ended March
31,
2023 2022
(in € thousands)
Purchase of raw materials 65,554 68,959
Change in inventory 14,154 5,469
Purchase of semi-finished and finished goods 22,304 13,406
Purchase of consumables and supplies 5,718 3,199
Purchase of packaging material 606 343
Other purchases and related charges 42 14
(Capitalized costs related to assets built internally) (1,667) (2,071)
Total 106,711 89,319

Costs for raw materials, consumables, supplies and goods- for the three months ended March 31, 2023, amounted to Euro 106,711 thousand (Euro 89,319 thousand for the three months ended March 31, 2022). The increase of Euro 17,392 thousand reflects the higher volumes of activity and the trend in purchase prices.

Capitalized costs refer to costs incurred by the Group companies for the internal development of projects and products that meet the requirements for capitalization.

8. Personnel expense

The table below shows the detail of personnel expenses for the three months ended March 31, 2023 and 2022:

Three months ended March 31,
2023 2022
(in € thousands)
Wages and salaries 29,697 25,605
Social security contributions 6,383 5,587
Post-employment benefits and other pension plans 538 555
Other personnel net (income)/expenses 687 537
(Capitalized costs related to assets built internally) (1,085) (1,246)
Total 36,220 31,038

Personnel expenses amounted to Euro 36,220 thousand for the three months ended March 31, 2023 (Euro 31,038 thousand for the three months ended March 31, 2022) with an increase compared to the three months of the previous year amounting to Euro 5,182 thousand, mainly due to the increase of headcount. The following table shows the average number of Group employees for the three months ended March 31, 2023 and 2022.

Three months ended March
31,
2023 2022
Average number of employees 1,957 1,757

"Other net personnel costs/(income)" amounting to Euro 687 thousand (Euro 537 thousand for the three months ended March 31, 2022), are mainly related to charges and incentives for termination of personnel, costs for medical and insurance coverage, and expatriate benefits.

Capitalized costs refer to costs incurred by the Group companies for the internal development of projects and products that meet the requirements for capitalization.

9. Costs for services

The table below shows the detail of costs for services for the three months ended March 31, 2023 and 2022:

Three months ended March 31,
2023 2022
(in € thousands)
Outsourcing expenses 18,242 10,252
Consultancies
- Production and technical assistance 2,862 3,438
- Selling 20 79
- Legal, tax, administrative and ICT 3,351 3,810
- M&A and Business development 18 57
Utilities/Telephone expenses 2,999 2,408
Maintenance 3,805 3,080
Travel expenses 1,856 1,107
R&D 458 179
Statutory auditors' fees 31 34
Insurance 1,034 848
Rents and other lease expenses 678 489
Commissions and royalties 1,424 1,720
Freight 3,098 2,063
Waste disposal, office cleaning and security 900 674
Promotional, advertising and marketing expenses 328 214
Patents and trademarks 277 380
Canteen, training and other personnel expenses 991 618
Board of Directors' fees 330 170
Total 42,702 31,618

Costs for services amounted to Euro 42,702 thousand for the three months ended March 31, 2023 (Euro 31,618 thousand for the three months ended March 31, 2022) and mainly related to outsourcing expenses, consultancy, utilities, maintenance and transport costs.

10. Other operating expenses

The table below shows the detail of other operating expenses for the three months ended March 31, 2023 and 2022:

Three months ended March 31,
2023 2022
(in € thousands)
Indirect taxes and duties 1,456 1,587
Losses on sale of non-current assets 173 173
Losses on receivables (not covered by utilization of bad debt provision) - 5
Other miscellaneous expenses 248 302
Total 1,877 2,067

Other operating expenses amounted to Euro 1,877 thousand for the three months ended March 31, 2023 (Euro 2,067 thousand for the three months ended March 31, 2022).

11. Impairment (losses)/revaluations and provisions for risks and charges

The following table shows the detail of the item impairment (losses)/revaluations of non-current assets and provisions for the three months ended March 31, 2023 and 2022:

Three months ended March 31,
2023 2022
Net accruals to provisions for risks and charges
Net accruals to bad debt provision
949
(228)
795
(86)
Write downs/(Reinstatements) of Intangible Assets - Property,
Plant and Equipment
- 247
Total 721 956

12. Finance income

The table below shows the detail of financial income for the three months ended March 31, 2023 and 2022:

Three months ended March 31,
2023 2022
(in € thousands)
Exchange rate gains 1,296 6,049
Fair value (positive) of financial instrument 22 1,297
Profit from non-current financial assets 210 -
Financial income from banks/financial receivables 776 51
Interest on trade receivables 1 -
Other finance income 95 36
Total 2,400 7,433

13. Finance expenses

The table below shows the detail of financial expenses for the three months ended March 31, 2023 and 2022:

Three months ended March 31,
2023 2022
(in € thousands)
Bank interest and interest on loans and borrowings 3,134 1,067
Exchange rate losses 2,689 3,634
Fair value (negative) of financial instruments 19 994
Finance expenses on personnel costs 115 54
Bank fees 253 216
Other finance expenses 115 125
Total 6,325 6,090

The adjustment of financial instruments to fair value is mainly related to derivative financial instruments to hedge exchange rate fluctuations. Therefore, the performance of this item should be read in conjunction with the performance of exchange rate gains and losses for the respective three months ended March 31, 2023 and 2022.

Other financial expenses mainly include interest related to lease contracts and bank guarantee expenses.

14. Income tax expense

The table below shows the detail of income tax expense for the three months ended March 31, 2023 and 2022:

Three months ended March 31,
2023 2022
(in € thousands)
Current taxes 10,432 15,125
Deferred taxes 295 (771)
Prior years taxes - 844
Total 10,727 15,198

15. Earnings per share

On June 30, 2022 the structure of the share capital of Industrie De Nora S.p.A. was changed, and now it includes ordinary shares and multiple voting shares all bearing the same rights to profit sharing. Previously share capital was divided into four categories of shares bearing different profit-sharing rights. In particular, category A, B and C shares participated equally to dividends and other distributions while category D shares participated for an amount equal to 10% of the percentage represented by the shares of category D with respect to the total number of shares representing the entire share capital.

The following table shows the basic and diluted earnings per share for the three months ended March 31, 2023 and 2022.

Three months ended March
31,
2023 2022
Profit for the period attributable to shareholders of the parent company distributable to shareholders A, B
and C (for the three months ended March 31, 2022) and ordinary and multiple voting share (for the three
months ended March 31,2023) (in € thousands)
24,491 26,108
Weighted average number of shares for basic and diluted earnings per share 201,685,174 178,356,403
Basic and diluted earnings per ordinary and multiple voting share (in Euro) 0.12 -
Basic and diluted earnings per A, B, C shares (in Euro) - 0.15
Three months ended March 31,
2023 2022
Profit for the period attributable to shareholders D owners of the parent (in € thousands) - 0.15
Weighted average number of shares (category D) for basic and diluted earnings per share - 10,000
Basic and diluted earnings per D shares (in Euro) - 0.01

B. NOTES TO THE MAIN FINANCIAL STATEMENTS ITEMS - STATEMENT OF EQUITY AND FINANCIAL POSITION - ASSETS

16. Goodwill and other intangible assets

The table below shows the breakdown and changes in intangible assets for the three months ended March 31, 2023:

Goodwill Industrial
patents and
intellectual
property rights
Concessions,
licenses and
trademarks
Know-how
and
Technologies
Customer
relationships
Developme
nt costs
Other Assets under
construction and
advance payments
Total intangible
assets
(in € thousands)
Historical cost at December 31, 2022 66,981 14,878 37,697 47,441 52,430 22,754 9,136 8,969 260,286
Increase - 125 443 - - - - 1,292 1,860
Decrease - - - - - - - - -
Impairment - - - - - - - - -
Reclassif./Other movements - 35 1,303 - - 410 237 (1,968) 17
Translation differences (1,238) (50) (564) (1,097) (1,019) (396) (134) (132) (4,630)
Historical cost at March 31, 2023 65,743 14,988 38,879 46,344 51,411 22,768 9,239 8,160 257,533
Accumulated amortization as of
December 31, 2022
- 13,400 28,720 32,984 38,931 9,476 5,221 0 128,733
Increase - 248 777 387 287 869 120 - 2,689
Decrease - - - - - - - - -
Reclassif./Other movements - - 73 - - 105 (179) - (0)
Translation differences - (33) (429) (749) (763) (191) (80) - (2,245)
Accumulated amortization as of
March 31, 2023
- 13,615 29,141 32,622 38,455 10,259 5,083 0 129,177
Net book value as of December 31,
2022
66,981 1,478 8,977 14,457 13,499 13,278 3,915 8,969 131,552
Net book value as of March 31, 2023 65,743 1,373 9,738 13,723 12,955 12,509 4,156 8,160 128,356

Investments in intangible assets for the first quarter 2023 amounted to Euro 1,860 thousand and mainly refer to:

  • (i) industrial patent rights and intellectual property rights for Euro 125 thousand mainly attributable to the registration and acquisition of industrial patents by the Parent company Industrie De Nora S.p.A.;
  • (ii) concessions, licenses and trademarks for Euro 443 thousand mainly relating to the implementation of SAP management system and other ICT systems;
  • (iii)intangible assets in progress for Euro 1,292 thousand relating to: for Euro 290 thousand to industrial patent rights and intellectual property rights mainly attributable to the registration and acquisition of industrial patents by the Parent company Industrie De Nora S.p.A. and by the Japanese subsidiary De Nora Permelec Ltd., for Euro 77 thousand to concessions, licenses and trademarks mainly relating to the implementation of SAP management system and other ICT systems and for Euro 925 thousand related to product development costs mainly pertaining to the Water Technologies business segment.

17. Property, Plant and Equipment

The following table shows the breakdown and changes in property, plant and equipment for the three months ended March 31, 2023:

Land Buildings Plant and
Machinery
Other
assets
Leased assets Right of use of
PPE:
- of which
Buildings
- of
which
Other
assets
Assets under
construction and
advance payments
Total property,
plant and
equipment
(in € thousands)
Historical cost as of December 31, 2022 28,805 93,750 107,071 20,577 122,591 10,855 8,691 2,163 20,100 403,750
Increase 9,476 57 328 24 1,751 1,835 1,798 38 6,183 19,655
Decrease - (298) (187) (250) (173) - - - - (909)
Impairment - - - - - - - - - -
Reclassif./Other movements - 982 259 45 196 - - - (1,451) 32
Translation differences (679) (1,353) (1,388) (312) (2,685) (139) (129) (9) (156) (6,712)
Historical cost at March 31, 2023 37,603 93,138 106,083 20,084 121,680 12,552 10,360 2,192 24,677 415,816
Accumulated depreciation as of December
31, 2022 10 38,224 63,442 15,969 97,240 4,688 3,028 1,660 - 219,572
Increase - 791 1,472 311 1,464 514 398 116 - 4,551
Decrease - (145) (175) (237) (171) - - - - (727)
Impairment - - - - - - - - - -
Reclassif./Other movements - 11 13 (24) - - - - - -
Translation differences - (531) (883) (245) (2,127) (46) (38) (8) - (3,833)
Accumulated amortization as of March 31,
2023 10 38,351 63,868 15,774 96,406 5,155 3,388 1,768 - 219,564
Net book value as of December 31, 2022 28,795 55,526 43,629 4,608 25,351 6,167 5,663 503 20,100 184,177
Net book value as of March 31, 2023 37,593 54,788 42,215 4,310 25,274 7,396 6,972 424 24,677 196,252

Additions to property, plant and equipment, amounted to Euro 19,655 thousand for the three months ended March 31, 2023. In particular, investments in property, plant and equipment, excluding increases in the rights of use of property, plant and equipment, amounted to a total of Euro 17,819 thousand and mainly refer to:

  • (i) acquisition of land for Euro 9,476 thousand related to an industrial area in Cernusco sul Naviglio for the project "Italian Gigafactory";
  • (ii) leased assets for Euro 1,751 thousand related to anodes to be leased within the Electrode Technologies business segment;
  • (iii) plant and machinery for Euro 328 thousand mainly attributable to the German subsidiary;
  • (iv) assets under construction and advance payments amounting to Euro 6,183 thousand, which refer for Euro 2,646 thousand to plant and machinery mainly in Germany and Japan, for Euro 234 thousand to buildings, for Euro 419 thousand to other tangible assets under construction and for Euro 2,884 thousand to advance payments. These latter refer to advances paid for the manufacturing sites expansion projects in China and Germany.

18. Equity-accounted investees

This item refers to the investment in the associated company Thyssenkrupp nucera AG & Co. KGaA (formerly ThyssenKrupp Uhde Chlorine Engineers GmbH, hereinafter "TK nucera"). At March 31, 2023, the value of equityaccounted investees is equal to Euro 122,664 thousand, unchanged compared to the figure at December 31, 2022; updated data of the associated company relating to the first quarter of 2023 are not available.

The Share of profit of equity-accounted investees recognized with equity-method in the income statement for the three months ended March 31, 2022 (loss of Euro 6,337 thousand) reflected certain adjustments to the associate's financial statements related to previous periods and of which it became known only after the date of approval of the consolidated financial statements of Industrie De Nora S.p.A. as at December 31, 2021.

19. Financial assets, including derivatives

The table below shows the breakdown of non-current financial assets as of March 31, 2023 and December 31, 2022

As of March 31,
2023
As of
December 31,
2022
Non-current (in € thousands)
Financial receivables 1,788 1,823
Investments in financial assets 2,708 2,787
Total 4,496 4,610

Financial receivables refer to financial lease contracts related to hydraulic fracturing activities (so-called Fracking) related to the Water Technologies segment. The receivable recorded represents the present value of the future lease payments contractually due beyond the next financial year.

Financial receivables are shown net of the related bad debt provision equal to Euro 3,333 thousand as of March 31, 2023 (Euro 3,398 thousand as of December 31, 2022).

Investments in financial assets mainly refer to some pension funds and supplementary company funds for employees.

The table below shows the breakdown of current financial assets as of March 31, 2023 and December 31, 2022.

As of March 31,
2023
As of
December 31,
2022
(in € thousands)
Current
Financial receivables 35,364 150,234
Investments in financial assets 12,679 8,158
Fair value of the derivatives 848 644
Total 48,891 159,036

Financial receivables refer essentially to the parent company. Industrie De Nora S.p.A. entered in 2022 into time deposits with some leading banks. The residual amount at March 31, 2023 is equal to a total of Euro 35,000 thousand, reduced compared to the Euro 150,000 thousand at December 31, 2022. The main characteristics are described below:

Bank Inception date Expiration date Amount Interest rate
Banca Popolare di Sondrio 08/11/2022 08/05/2023 7,500,000 2.10%
Banca Nazionale del Lavoro 09/11/2022 09/05/2023 7,500,000 2.05%
Mediobanca 10/11/2022 10/05/2023 20,000,000 2.10%
35,000,000

Investments in financial assets, equal to Euro 12,679 thousand at March 31, 2023 (Euro 8,158 thousand at December 31, 2022) relate primarily to investments subject to short-term time restrictions that can be liquidated at any time.

The fair value of the derivative instruments at March 31, 2023 refers to forward currency derivative contracts entered into by the parent company and the subsidiaries De Nora Water Technologies Italy S.r.l. and De Nora Tech LLC.

20. Other receivables

The following table shows the detail of the other receivables as of March 31, 2023 and December 31, 2022, broken down between current and non-current amounts:

As of March
31, 2023
As of
December
31, 2022
(in € thousands)
Non-current
Tax receivables 6,416 6,416
Other - third parties 2,558 2,561
Prepayments and accrued income 1 1
Related parties 52 52
Total 9,027 9,030
As of March
31, 2023
As of
December
31, 2022
(in € thousands)
Current
Advances to suppliers
9,560 9,017
Tax receivables 17,438 14,708
Other - third parties 3,181 2,377
Prepayments and accrued income 7,972 6,972
Total 38,151 33,074

As of March 31, 2023, other current and non-current receivables totaled Euro 47,178 thousand, (Euro 42,104 thousand as of December 31, 2022).

Non-current tax receivables relate to withholding taxes incurred mainly by the Company against collections of receivables from foreign subsidiaries.

The other non-current receivables from third parties are mainly attributable to the contributions paid by the Italian companies of the Group against existing supplementary pension funds as a counter-entry to the contribution due by the employer.

Current tax receivables mainly refer to VAT receivables.

21. Inventory

The table below shows the breakdown of inventories as of March 31, 2023 and December 31, 2022:

As of March
31, 2023
As of
December 31,
2022
(in € thousands)
Raw materials and consumables 119,683 135,731
Work in progress and semi-finished products 107,277 107,407
Finished products and goods 81,446 70,731
Goods in transit 5,819 4,848
Total gross inventories 314,225 318,717
Allowance for inventory write-down (20,415) (23,241)
Total Net inventories 293,810 295,476

Inventories, amounting to Euro 293,810 thousand, decreased by a total of Euro 1,666 thousand, mainly as a result of a decrease in raw materials only in part counterbalanced by the higher quantities in stock of finished products and goods.

Inventory is shown net of the write down provision equal to Euro 20,415 thousand at March 31, 2023, decreased compared to Euro3 23,241 thousand at December 31, 2022, mainly following the release of provision on Work in progress and semi-finished products.

22. Current tax assets

Current tax assets amounted to Euro 4,883 thousand at March 31, 2023 (Euro 4,893 thousand at December 31, 2022) and mainly refer to advances on income taxes paid by some Group companies.

23. Construction contracts

The following table provides a breakdown of Construction contracts as of March 31, 2023 and December 31, 2022.

As of March
31, 2023
As of
December 31,
2022
(in € thousands)
Current assets
Construction contracts 111,652 107,946
(Progress payments) (80,781) (77,544)
Provision for losses on construction contracts (1,242) (1,267)
Total 29,629 29,135
Current liabilities
Construction contracts 66,098 67,993
(Progress payments and Advances) (77,754) (80,695)
Total (11,656) (12,702)
Total Construction contracts (net of advances) 17,973 16,433

Construction contracts (net of contractual advances) amounted to Euro 17,973 thousand at March 31, 2023, an increase from Euro 16,433 thousand as of December 31, 2022, and refer to contracts relating to the Water Technologies business segment.

24. Trade receivables

The table below shows the detail of trade receivables as of March 31, 2023 and December 31, 2022.

As of March
31, 2023
As of
December 31,
2022
(in € thousands)
Current
Third parties 121,507 124,008
Related parties 31,242 7,267
Bad debt reserve (7,276) (7,854)
Total 145,473 123,421

Trade receivables derive from sales transactions and the provision of services and amounted, at March 31, 2023, to Euro 145,473 thousand (Euro 123,421 thousand at December 31, 2022).

The carrying amount of trade receivables, net of the bad debt provision, is deemed to approximate its fair value.

Following are the movements in the bad debt reserve:

As of March 31,
2023
(in € thousands)
Current
Balance as of December 31, 2022 7,854
Accruals of the period 160
Utilisation and releases of the period (669)
Exchange rate difference (69)
Balance as of March 31, 2023 7,276

25. Cash and cash equivalents

The table below provides a breakdown of cash and cash equivalents as of March 31, 2023 and December 31, 2022

As of March
31, 2023
As of
December
31, 2022
(in € thousands)
Bank accounts 105,392 170,639
Cash on hand 42 28
Deposit accounts 4,204 3,462
Cash and cash equivalents 109,638 174,129

Cash and cash equivalents are made up of effectively available values and deposits. As regards the amounts on deposits and current accounts, the related interests have been recognized on accrual basis.

Cash and cash equivalents, amounting to Euro 109,638 thousand as of March 31, 2023, decreased by Euro 64,491 thousand compared to December 31, 2022.

For further details on the variations of the period please refer to Interim consolidated statement of cash flows.

C. NOTES TO THE MAIN FINANCIAL STATEMENTS ITEMS - STATEMENT OF EQUITY - FINANCIAL POSITION - EQUITY AND LIABILITIES

26. Equity

Equity as of March 31, 2023 is Euro 763,208 thousand, up from Euro 744,804 thousand as of December 31, 2022.

The shares issued are fully paid up and have no nominal value.

Changes in equity for the nine-month periods ended March 31, 2023 and March 31, 2022 are shown in the "Consolidated statement of changes in equity", while the "Consolidated statement of comprehensive income" sets out the other components of the statement of comprehensive income for the period, net of the tax effects.

Equity attributable to the shareholders of the parent company

At March 31, 2023 the amount of share capital of Industrie De Nora S.p.A. and its composition is unchanged compared to December 31, 2022:

Share capital as of March 31, 2023
Euro no. shares
Total of which: 18,268,203.90 201,685,174
Ordinary shares
(regular entitlement)
3,326,857.89 43,899,499
Multiple voting shares
(*)
14,941,346.01 157,785,675

(*) Owned by the shareholders Federico De Nora, Federico De Nora S.p.A., Norfin S.p.A. and Asset Company 10 S.r.l. Multiple voting shares are not admitted to trading on Euronext Milan and are not counted in the free float and market capitalisation value.

Retained earnings, Translation reserve and other reserves

Retained earnings, translation reserve and other reserves pertaining to the Group as of March 31, 2023, amounted to Euro 488.670 thousand (Euro 406,596 thousand as of December 31, 2022), a net increase of Euro 82,074 thousand over December 31, 2022, including:

  • Euro 89,564 thousand increase due to the allocation of the previous year's results pertaining to the parent company shareholders;
  • Euro 145 thousand increase in Other Reserves, related to the PSP Incentive Plan, the charge for which was recorded in the income statement under personnel costs;
  • Euro 7,635 thousand net decrease due to the effect of the other components of the comprehensive income statement for the period, of which Euro 7,886 thousand attributable to the differences deriving from the translation of the financial statements of foreign subsidiaries.

Equity attributable to non-controlling interests

The table below shows the breakdown of minority interests as of March 31, 2023 and December 31, 2022:

As of March
31, 2023
As of
December
31, 2022
(in € thousands)
Share capital and reserves 4,486 3,599
Profit/(Loss) for the period 512 101
Other comprehensive income (OCI) (9) (114)
Total 4,989 3,586

The increase in share capital and reserves during the first quarter of 2023 is essentially attributable to De Nora Italy Hydrogen Technologies S.r.l following the contribution made by the minority shareholder SNAM S.p.A.

27. Employee Benefits

Employee benefits at March 31, 2023 amount to Euro 20,029 thousand (Euro 20,628 thousand at December 31, 2022), as net balance between Euro 23,339 thousand shown under liabilities and Euro 3,310 thousand shown under assets.

28. Provisions for risks and charges

The following table shows the composition and movements of the provisions for risks and charges as of March 31, 2023 and December 31, 2022.

As of March
31, 2023
As of
December
31, 2022
(in € thousands)
Non-current
Provision for contractual warranties 235 179
Provision for other risks 1,894 1,963
Total 2,129 2,142
Current
Provision for contractual warranties 11,757 11,605
Provision for other risks 6,690 6,941
Total 18,447 18,546
Total provisions for risks and charges 20,576 20,688

Provisions for risks and charges mainly include: (i) the provision for miscellaneous risks, amounting to Euro 8,584 thousand as of March 31, 2023 (Euro 8,904 thousand as of December 31, 2022); and (ii) the provision for contractual warranties risks, which represents an estimate of the costs for contractually stipulated warranties in connection with the supply of products and plants and amounts to Euro 11,992 thousand as of March 31, 2023 (Euro 11,784 thousand as of December 31, 2022).

Changes for the period ended March 31, 2023 were as follows:

Provision for
contractual
warranties
Provision for
other risks
(in € thousands)
Balance as of December 31, 2022 11,784 8,904
Accruals of the year 1,115 212
Utilization and releases of the year (712) (509)
Exchange rate differences (196) (24)
Balance as of March 31, 2023 11,992 8,584

29. Financial liabilities

The following table shows the detail of financial liabilities as of March 31, 2023 and December 31, 2022.

As of March
31, 2023
As of
December
31, 2022
Non-current (in € thousands)
Bank loans and borrowings 115,453 262,741
Lease payables 6,051 4,803
Total 121,504 267,544
Current
Bank overdrafts 163 282
Bank loans and borrowings 24,166 11,740
Lease payables 1,662 1,633
Total 26,116 13,655
Total financial liabilities 147,620 281,199

Bank loans and borrowings

The table below shows the details of bank loans and borrowings and bank overdrafts:

As of March 31, 2023 As of December 31, 2022
Non current Current Total Non current Current Total
(in € thousands)
New Pool Loan (IDN) 79,053 - 79,053 178,772 - 178,772
New Pool Loan (De Nora
Holdings US Inc)
36,400 - 36,400 83,969 10 83,979
Sumitomo Mitsui Banking Co. -
(De Nora Permelec Ltd) 15,190 15,190 - 9,953 9,953
Sumitomo Mitsui Trust Bank -
(De Nora Permelec Ltd) 4,833 4,833 - 355 355
Bank of Yokohama -
(De Nora Permelec Ltd) 3,452 3,452 - 1,422 1,422
Mizhuo
(De Nora Permelec Ltd) - 690 690 - - -
Overdrafts and financial
accrued expenses
- 163 163 - 282 282
Total 115,453 24,329 139,782 262,741 12,022 274,763

As of March 31, 2023 and December 31, 2022, the fair value of payables to banks approximates their book value.

Pool Financing (IDN) - Pool Financing (De Nora Holdings US Inc)

Considering the financial resources of the Group, at the end of the first quarter of the year these loans was partially repaid in advance, in particular the repayment concerned Euro 100,000 thousand of the line in Euros granted to Industrie De Nora S.p.A. and USD 50,000 thousand of the line in USD granted to De Nora Holdings US Inc. Therefore, as of March 31, 2023 these loans remain outstanding for Euro 80,000 thousand and USD 40,000 thousand respectively and they are shown under financial liabilities net of upfront fees and other charges directly related to new financing agreements which, paid on the stipulation date of the loan agreement, are presented in the financial statements as a reduction of the total debt according to the amortized cost criterion.

The short-term credit lines with Sumitomo Mitsui Banking Co, Sumitomo Mitsui Trust Bank, Bank of Yokohama and Mizhuo are instead underwritten by De Nora Permelec Ltd for a total of JPY 3.5 billion (Euro 24,166 thousand) as of

March 31, 2023 (they were JPY 1.65 billion, equal to Euro 11,730 thousand, as of 31 December 2022). The annual interest rates on these credit lines are between 0.13% and 0.17%.

Net financial indebtedness

The following table details the composition of the Group's net financial indebtedness determined in accordance with the provisions of the CONSOB Communication DEM/6064293 of July 28, 2006, as amended by CONSOB Communication No. 5/21 of April 29, 2021 and in accordance with ESMA Recommendations contained in Guidelines 32-382-1138 of March 4, 2021 on disclosure requirements under the Prospectus Regulation (the "Net Financial Indebtedness - ESMA"). The table below includes figures as of March 31, 2023 and figures as of December 31, 2022:

As of As of
March 31, December
2023 31, 2022
(in € thousands)
A
Cash
105,434 170,667
B
Cash equivalents
4,204 3,462
C
Other current financial assets
48,891 159,036
D
Liquidity (A + B + C)
158,529 333,165
E
Current financial debt
25,302 12,666
F
Current portion of non-current financial debt
1,662 1,633
G
Current financial indebtedness (E + F)
29,964 14,299
- Of which secured - -
- Of which unsecured 26,964 14,299
H
Net current financial indebtedness (G - D)
(131,565) (318,866)
I
Non-current financial debt
121,504 267,544
J
Debt instruments
- -
K
Non-current trade and other payables
- -
L
Non-current financial indebtedness (I + J + K)
121,504 267,544
- Of which secured - -
- Of which unsecured 121,504 267,544
M
Net Financial Indebtedness (Net liquidity) - ESMA (H + L)
(10,061) (51,322)

The reconciliation between the Net Financial Indebtedness - ESMA and the net financial indebtedness of the Group as monitored by the Group (hereinafter the "Net Financial Indebtedness - De Nora") as of March 31, 2023 and December 31, 2022, is shown below:

As of
March 31,
2023
As of
December
31, 2022
(in € thousands)
Net Financial Indebtedness (Net liquidity) - ESMA (10,061) (51,322)
Fair value of derivatives covering currency risks (848) (644)
Net Financial Indebtedness (Net liquidity)- De Nora (10,909) (51,966)

The reduction in Net Financial Indebtedness - ESMA as of March 31, 2023 compared to December 31, 2022, totaling Euro 41,261 thousand, is mainly attributable to the combined effect of the following factors:

  • (i) cash absorbed by operating activities amounting to Euro 20,818 thousand in the three months ended March 31, 2023;
  • (ii) the liquidity overall absorbed from investment activities in Property, plant and equipment and in Intangible assets equal to Euro 19.670 thousand in the three months ended March 31, 2023;

For further details on the cash flows for the period, please refer to the consolidated cash flow statement.

The following table shows an analysis of the maturity of the Group's financial payables as of March 31, 2023:

As of March 31, 2023
Carrying Due date
amount Contractual
cash flows*
0-12
months
1- 2
years
2 - 3
years
3-5 years Over 5
years
(in € thousands)
Financial liabilities
Bank loans and borrowings / overdrafts 139,782 141,111 24,329 - - 116,782 -
Lease payables 7,713 7,713 1,662 1,596 1,172 1,543 1,740
Trade payables 76,719 76,719 76,637 82 - - -
Other payables 81,862 81,862 79,659 2,203 - - -
Total Financial liabilities 306,076 307,405 182,287 3,881 1,172 118,325 1,740

* The difference between the total bank loans and borrowings and the contractual cash flows is due to the upfront Fees and other charges directly related to new financing agreements, which, paid on the stipulation date of the loan agreement, are recognized in the statement of financial position as a decrease of the total amount payable.

30. Trade payables

The table below shows the detail of trade payables as of March 31, 2023 and December 31, 2022.

As of March
31, 2023
As of
December 31,
2022
(in € thousands)
Non-current
Third parties 82 83
Total 82 83
Current
Third parties 75,818 79,665
Related parties 819 889
Total 76,637 80,554
Total current payables 76,719 80,637

As of March 31, 2023, trade payables, between current and non-current portions, amounted to Euro 76,719 thousand (Euro 80,637 thousand as of December 31, 2022).

This item mainly includes payables related to the purchase of goods and services, which are due within twelve months. It should be noted that the carrying amount of trade payables is close to their fair value.

31. Income tax payables

Income tax payables as of March 31, 2023 amounted to Euro 13,841 thousand (Euro 10,970 thousand as of December 31, 2022).

32. Other payables

The table below shows the detail of other payables as of March 31, 2023 and December 31, 2022.

As of March
31, 2023
As of
December
31, 2022
(in € thousands)
Non-current
Payables to employees 1,409 1,357
Tax payables 258 263
Advances from customers 4 4
Other - third parties 100 316
Other - related parties 432 444
Total 2,203 2,384
Current
Advances from customers 28,668 34,482
Advances from related parties 15,640 33,024
Accrued expenses and Deferred income 6,006 6,322
Payables to employees 18,972 16,493
Social security payables 2,221 2,524
Withholding tax payables 849 1,810
VAT payables 3,544 2,745
Other tax payables 1,765 1,963
Other - third parties 1,664 2,254
Other - related parties 330 -
Total 79,659 101,617
Total Other payables 81,862 104,001

Payables to employees relate to amounts accrued but not yet liquidated, such as vacations and bonuses.

D. RISK

In the context of business risks, the main risks identified, monitored and, as specified below, actively managed by the Group, are the following:

  • credit risk, deriving from the possibility of default of a counterparty;
  • liquidity risk, deriving from the lack of financial resources to meet financial commitments;
  • market risk.

The Group's objective is to maintain, over time, a balanced management of its financial exposure, in order to guarantee a liability structure that is balanced with the composition of the assets on the statement of financial position and able to ensure the necessary operating flexibility through the use of the liquidity generated by current operations and the use of bank loans.

The Group considers risk monitoring and control systems a top priority to guarantee an efficient risk management. In line with this objective, the Group has adopted a risk management system with formalized strategies, policies and procedures to ensure the identification, measurement and control of individual risks at centralized level for the entire Group.

The purpose of the Group's risk management policies is to:

  • identify and analyze the risks to which the Group is exposed;
  • define the organizational structure with the identification of the organizational units involved, responsibilities assigned and the system of proxies;
  • identify the risk management criteria on which the operational management of risks is based;
  • identify the types of transactions for which risks can be hedged.

The Condensed Consolidated Half-Year Financial Statements do not include all of the risk management disclosures mentioned above, required by IFRS. For a detailed description of this information, please refer to Note "E - RISKS" in the 2022 Consolidated Financial Statements.

Classification and fair value

The tables below indicate the carrying amount of each financial asset and liability recognised in the statement of financial position.

Classification and fair
value as of March 31,
2023
Carrying amount Fair value*
Notes Loans and
receivables
Investments in
financial assets -
Fair value
Derivatives
at Fair
value
Other
financial
liabilities
Total Level 1 Level 2 Level 3
(in € thousands)
Cash and cash
equivalents
25 109,638 - - - 109,638 - - -
Trade and other
receivables
20-22-24 197,534 - - - 197,534 - - -
Financial assets
including derivatives
19 37,152 15,387 848 - 163,646 15,387 848 -
Financial assets 344,324 15,387 848 - 470,818 15,387 848 -
Bank loans and borrowings 29 - - - 139,782 139,782 - - -
Lease payables 29 - - - 7,713 7,713 - - -
Trade and other payables 30-31-32 - - - 172,422 172,422 - - -
Financial liabilities - - - 319,917 319,917 - - -

Classification and fair value as of December 31,

value as of December 31,
2022
Carrying amount Fair Value*
Notes Loans
and
receiva
bles
Investmen
ts in
financial
assets -
Fair value
Derivative
s at Fair
value
Other
financial
liabilitie
s
Total Level
1
Level
2
Level
3
(in € thousands)
Cash and cash equivalents 25 174,129 - - - 174,129 - - -
Trade and other receivables 20-22-
24
170,418 - - - 170,418 - - -
Financial assets including
derivatives
19 152,057 10,945 644 - 163,646 10,945 644 -
Financial assets 496,604 10,945 644 - 508,193 10,945 644 -
Bank loans and borrowings 29 - - - 274,763 274,763 - - -
Lease payables 29 - - - 6,436 6,436 - - -
Trade and other payables 30-31-
32
- - - 195,608 195,608 - - -
Financial liabilities - - - 476,807 476,807 - - -

*:Hierarchical scale of fair value

The tables show the financial instruments recognized at fair value based on the valuation technique used. The different levels have been defined as described below:

  • Level 1: listed prices (unadjusted) on active markets for identical assets or liabilities;
  • Level 2: input data other than the listed prices in level 1, which can be observed for the asset or liability either directly or indirectly;
  • Level 3: input data relating to the asset or liability that are not based on observable market data (unobservable data).

During the periods under review, the Group did not make any changes regarding valuation techniques for financial instruments accounted for at fair value and did not reclassify financial assets between the different categories.

E. SEGMENT REPORTING

The information relating to business segments was prepared in accordance with the provisions of IFRS 8 "Operating segments" (hereinafter "IFRS 8"), which require that the provided information is consistent with the reports submitted to the highest operational decision-making level for the purpose of making decisions regarding the resources to be allocated to the sector and assessing the related results.

In particular, the Group identifies the following three operational business segments:

  • Electrode Technologies: this includes the offering of metal electrodes (anodes and cathodes) coated with special catalysts, electrolyzer components and systems, with multiple applications, in particular (i) for the production processes of chlorine and caustic soda; (ii) for the electronics industry and in the production of components for lithium battery production; (iii) for the refining of non-ferrous metals (nickel and cobalt); (iv) for the galvanic finishing industry; (v) for the cellulose and paper industry; and (vi) for the infrastructure sector for corrosion prevention of reinforced concrete and metal structures;
  • Water Technologies: this includes offerings related to water treatment systems, which includes electrodes, equipment, systems and facilities for disinfection and filtration of drinking, wastewater and processing water; the main applications are residential swimming pool disinfection, municipal water disinfection and filtration, and industrial and marine water treatment.
  • Energy Transition: this includes the offering of electrodes (anodes and cathodes), electrolyzer components, and systems (i) for the generation of hydrogen and oxygen through water electrolysis processes, (ii) for use in fuel cells for electricity generation from hydrogen or another energy carrier (e.g., methanol, ammonia) without CO2 emissions, and (iii) for use in redox flow batteries;

In support of these business segments there are the so-called Corporate activities which costs are fully allocated to the segments.

The Energy Transition Business was identified starting from the second quarter of 2022 financial year, previously the related activities were included in the Electrode Technologies Business.

The following tables show the economic information by business segment for the three-month periods ended March 31, 2023 and 2022:

Three months ended March 31, 2023
Group Total Electrode
Technologies
Segment
Water
Technologies
Segment
Energy
Transition
Segment
(in € thousands)
Revenue 216,881 118,936 71,390 26,556
Royalties and commissions (2,227) (1,530) (650) (48)
Cost of goods sold (138,333) (75,140) (46,707) (16,486)
Selling expenses (7,484) (2,135) (4,837) (513)
G&A expenses (11,693) (4,466) (6,335) (891)
R&D expenses (3,536) (890) (228) (2,417)
Other operating income (expenses) 83 (141) 224 -
Corporate costs allocation to Business segments (7,200) (3,809) (2,494) (897)
EBITDA 46,491 30,824 10,362 5,305
Depreciation and amortization (7,240)
Impairment -
Provisions for risks and charges 404
Operating profit - EBIT 39,655
Share of profit of equity-accounted investees -
Finance income 2,400
Finance expences (6,325)
Profit before tax 35,730
Income tax expense (10,727)
Profit for the period 25,003
Three months ended March 31, 2022
Group Total Electrode Technologies
Segment
Water Technologies
Segment
Revenue 200.080 (in € thousands)
113.886
86.194
Royalties and commissions (2.496) (2.174) (322)
Cost of goods sold (117.103) (67.717) (49.386)
Selling expenses (6.829) (2.438) (4.391)
G&A expenses (11.096) (4.636) (6.460)
R&D expenses (2.668) (2.429) (239)
Other operating income (expenses) 465 59 406
Corporate expenses allocation to Business segments (6.318) (3.469) (2.849)
EBITDA 54.035 31.082 22.953
Depreciation and amortization (6.757)
Impairment (247)
Provisions for risks and charges (299)
Operating profit - EBIT 46.732
Share of profit of equity-accounted investees (6.337)
Finance income 7.433
Finance expenses (6.090)
Profit before tax 41.738
Income tax expense (15.198)
Profit for the period 26.540

(*) 2022 three months revenues of Electrode Technologies segment include Euro 4,472 thousand related to Energy Transition segment reported as a separate segment only starting from the second quarter 2022. Comparative data of the Energy Transition segment are not available for the other income statement lines.

The following table shows investments by business segment as of March 31, 2023:

Group Total Electrode
Technologies
Segment
Water
Technologies
Segment
Energy
Transition
Segment
Activities
Corporate
(in € thousands)
First three months ended
March 31, 2023
Property, plant and
equipment (**)
17,819 6,594 290 10,713 222
Intangible assets 1,860 140 1,064 220 436
Total Investment as of
2023
19,679 6,734 1,354 10,933 658

(**) It does not include increases related to rights of use of Property, Plant and Equipment.

In accordance with the provisions of IFRS 8, paragraph 34, it should also be noted that for the three-month periods ended March 31, 2023 and 2022, there was only one customer (TK Nucera, an associated company) belonging to the Electrode Technologies business and Energy Transition business segments that generated revenues exceeding 10% of the total, amounting to Euro 56,325 thousand and Euro 28,993 thousand, respectively.

The table below shows the non-current assets, other than financial assets and deferred tax assets, by geographical area at March 31, 2023 and at December 31, 2022, allocated on the basis of the country in which the assets are located.

Italy EMEIA,
excluding Italy
APAC
(in € thousands)
AMS Total
Intangible assets 8,845 4,452 16,380 98,678 128,355
Property, plant and equipment 36,273 29,021 72,403 58,555 196,252
Other receivables 8,168 14 780 65 9,027
Total 53,286 33,487 89,563 157,298 333,634

As of March 31, 2023

As of December, 2022
Italy EMEIA,
excluding Italy
APAC AMS Total
(in € thousands)
Intangible assets 8,482 4,570 17,263 101,237 131,552
Property, plant and equipment 26,902 27,471 69,725 60,078 184,176
Other receivables 8,169 14 783 64 9,030
Total 43,553 32,055 87,771 161,379 324,758

F. RELATED PARTY TRANSACTIONS

Transactions with related parties, as defined by IAS 24 - Related Party Disclosures, mainly relate to commercial, administrative and financial transactions. They are carried out as part of ordinary operations, within the scope of the core business of each party and take place on an arm's length basis. In particular, the Group has relations with the following related parties:

  • the direct parent company, Federico De Nora S.p.A. (the "Parent Company");
  • the associated company TK Nucera and its subsidiaries (the "Associates");
  • minority shareholders and related companies, also through key executives (the "Other Related Parties");
  • executives with strategic responsibilities ("Top Management").

The table below details the statement of financial position values referring to the related party transactions at March 31, 2023 and December 31, 2022 (excluding the transactions with Top Management, that are shown in the next section):

(in € thousands) Controlling
Company
Associates Other - related
parties
Total Total
statement
of financial
position
caption
As
percentage of
total
statement of
financial
position
caption
Other non-current receivables
As of March 31, 2023 - - 52 52 9,027 0,6%
As of December 31, 2022 - - 52 52 9,030 0,6%
Current deferred tax assets
As of March 31, 2023 376 - - 376 4,883 7,7%
As of December 31, 2022 376 - - 376 4,893 7,7%
Current trade receivables
As of March 31, 2023 27 31,201 14 31,242 145,473 21,5%
As of December 31, 2022 17 7,250 - 7,267 123,421 5,9%
Other non-current payables
As of March 31, 2023 - 432 - 432 2,203 19,6%
As of December 31, 2022 - 444 - 444 2,384 18,6%
Current trade payables
As of March 31, 2023 - 814 5 819 76,637 1,1%
As of December 31, 2022 25 775 89 889 80,554 1,1%
Other current payables
As of March 31, 2023 - 15,640 330 15,970 79,659 20,0%
As of December 31, 2022 - 33,024 - 33,024 101,617 32,5%

Statement of financial position balances with the parent company mainly related to current tax assets amounting to Euro 376 thousand, unchanged with respect to last financial year, against the national tax consolidation agreement that was in place between the parent company Federico De Nora S.p.A., the Company, De Nora Italy S.r.l., De Nora Water Technology Italy S.r.l. and Capannoni S.r.l., extinguished in 2022 following the listing of Industrie De Nora S.p.A.

Balance sheet amounts with Associated Companies mainly correspond to current trade receivables equal to Euro 31,201 thousand and Euro 7,250 thousand, respectively at March 31, 2023 and at December 31, 2022, mainly concerning the sale of electrodes under the supply "Tool Manufacturing and Services Agreement" initially stipulated on April 1, 2015 with TK nucera and subsequently amended.

Other current payables to Associated Companies amounting to Euro 15,640 thousand and Euro 33,024 thousand as of March 31, 2023 and December 31, 2022, respectively, mainly related to advances obtained with reference to the aforementioned supply contract.

The table below shows the detail of the economic values relating to transactions with related parties for the three-month periods ended March 31, 2023 and 2022 (excluding the transactions with Top Management, that are shown in the next section)

(in € thousands) Controlling
Company
Associat
es
Other - related
parties
Total Total
statement
of
financial
position
caption
As
percentage of
total
statement of
financial
position
caption
Revenue
Three months ended March 31. 2023 - 56,325 15 56,339 216,881 26.0%
Three months ended March 31. 2022 - 28,993 - 28,993 200,080 14.5%
Other income
Three months ended March 31. 2023 15 153 - 168 1,415 11.9%
Three months ended March 31. 2022 12 198 - 209 1,600 13.1%
Costs for raw materials. consumables. supplies and goods
Three months ended March 31. 2023 - 2 - 2 106,711 0.0%
Three months ended March 31. 2022 - 400 - 400 89,319 0.4%
Costs for services
Three months ended March 31. 2023 17 15 336 368 42,702 0.9%
Three months ended March 31. 2022 17 12 221 250 31,618 0.8%
Personnel expenses
Three months ended March 31. 2023 - - 1 1 36,220 0.0%
Three months ended March 31. 2022 - - - - 31,038 0.0%
Other operating costs and expenses
Three months ended March 31. 2023 - - 1 1 1,877 0.0%
Three months ended March 31. 2022 - - - - 2,067 0.0%

The economic relations with the Associated Companies mainly relate to revenues, amounting to Euro 56,325 thousand and Euro 28,993 thousand, for the three-month periods ended March 31, 2023 and 2022, respectively, mainly concerning the sale of electrodes under the "Tool Manufacturing and Services Agreement" mentioned above.

Services to Other related parties include emoluments to members of the Board of Directors of Euro 330 thousand in the three-month periods ended March 31, 2023 (Euro 170 thousand in the three-month periods ended March 31, 2022), not yet paid as at March 31, 2023.

Transactions with Top Management

In addition to the balance sheet and income statement values with related parties presented in the tables above, the Group has recognized compensation to Top Management for the amount of Euro 1,230 thousand and Euro 1,060 thousand for the three-month periods ended March 31, 2023 and 2022, respectively. The payable in relation to Top Management amounted to Euro 448 thousand as of March 31, 2023.

The table below shows the breakdown of the aforementioned fees under the cost categories identified by IAS 24

Three months ended March 31
2023 2022
(in € thousands)
Short-term employee benefits 1,185 1,010
Post-employment benefits 45 50
Other long-term benefits - -
Termination benefits; - -
Share-based payment - -
Total 1,230 1,060

Top Management compensation represents 3.4% of the total personnel expense both for the three-month period ended March 31, 2023 and for the three-month period ended March 31, 2022.

G. NON RECURRING EVENTS

There aren't, in the period under analysis, non-recurring events and operations for which information are required according to Consob Communication n. DEM/6064293 del 28 July 2006.

H. COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES

Commitments: the Company has not undertaken any commitments that have not been recorded in the statement of financial position, except for some orders for the purchase of capital assets amounting to around Euro 35.8 million at March 31, 2023.

Contingent liabilities: the Group has not assumed any contingent liabilities that have not been recognised in the financial statements.

I. EVENTS AFTER THE REPORTING DATE

  • Following the occurrence of the circumstance indicated in Article 5.6, letter (ii), of the Company's by-laws, as a result of the sale of shares communicated to the Company and to the market by the shareholders Asset Company 10 S.r.l., a wholly owned subsidiary of Snam S.p.A., Federico De Nora S.p.A. and Norfin S.p.A. on 5 April 2023, no. 7,304,480 shares with multiple voting rights have been automatically converted into ordinary shares, at a conversion ratio of no. 1 (one) ordinary share for each share with multiple voting rights, without the need for any manifestation of will on the part of the respective holders and without any change in the amount of the Company's share capital. The conversion is effective on 11 April 2023.

As a result of this share conversion, the Industrie De Nora S.p.A.'s share capital remains equal to €18,268,203.90 and the number of ordinary shares increases from no. 43,899,499 to no. 51,203,979, with no indication of par value, corresponding to the same number of voting rights, while the number of multiple voting shares decreases from no. 157,785,675 to 150,481,195, with no indication of par value, corresponding in aggregate to 451,443,585 voting rights. The total number of shares remains unchanged at 201,685,174, and the aggregate number of voting rights decreases from 517,256,524 to 502,647,564.

  • The Ordinary Shareholders' Meeting of Industrie De Nora S.p.A. held on April 28, 2023 deliberated to distribute a gross dividend of Euro 0.12 per share to eligible shareholders (ex-dividend date is set on May 22, 2023, record date, pursuant to Article 83-terdecies of Legislative Decree No. 58 of February 24, 1998, on May 23, 2023, and payment date on May 24, 2023). The dividend is equal to Euro 0.12 per share to be paid both from the profit for the year 2022 shown in the financial statements and the profit reserves previously set aside. The total disbursement will amount to Euro 24,202,220.88, gross of withholding taxes, by use of the profit for the year for an amount corresponding to Euro 11,518,004.16 and the profit reserves previously set aside for an amount corresponding to 12,684,216.72.
  • De Nora, through its subsidiary Capannoni S.r.l., finalized at the end of April the acquisition of a disused industrial area adjacent to the existing area of Via Bistolfi 35. The objective of this acquisition is to host new offices, laboratories and collaborative spaces, improving the Milan workplace through the creation of a "campus" and allowing the planned workforce expansion.

Milan, May 10, 2023

On behalf of the Board of Directors The Managing Director Paolo Enrico Dellachà

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