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Industrie De Nora

Quarterly Report Aug 4, 2022

4198_rns_2022-08-04_accd02c0-efd6-41e2-88b7-269d134dffe2.pdf

Quarterly Report

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Half Year Financial

De Nora Group

Report as of

June 30, 2022

CORPORATE BODIES
3
GROUP STRUCTURE AS OF JUNE 30, 2022 5
INTERIM MANAGEMENT REPORT 6
1.
Macroeconomic and market context
7
1.1.Currencies 8
2.
Alternative performance indicators
10
3.
Events that occurred during the half-year of 2022
11
4.
Business Performance
13
4.1.Comments on the economic and financial results of the Group 13
4.2.Consolidated Reclassified Income Statement 14
4.3.Consolidated Reclassified Statement of Financial Position
15
4.4.Revenue and EBITDA by business segment 16
3.4.1. Revenue by business segment
16
3.4.2. EBITDA by business segment 17
4.5.Electrode Technologies Business 18
4.6.Water Technologies Business 21
4.7.Energy Transition Business 24
5.
Risk Management, Related Party Transactions and Other Information
26
6.
Events after the reporting date
.27
7.
Outlook
28
CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AS OF JUNE 30, 2022
29
Interim consolidated statement of financial position
30
Interim consolidated income statement 31
Interim consolidated statement of comprehensive income
32
Interim consolidated statement of cash flows 33
Interim statement of changes in the net consolidated equity
34
EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS
AS OF JUNE 30, 2022 35
Principal Financial Officer Attestation
70
Independent auditor's report
71

CORPORATE BODIES

Board of Directors1
Executive Chair Federico De Nora(*)
Chief Executive Officer Paolo Enrico Dellachà(*)
Directors Stefano Venier
Maria Giovanna Calloni(**)
Mario Cesari
Michelangelo Mantero
Teresa Cristiana Naddeo(**)
Elisabetta Oliveri(**)
Alessandra Pasini
Sami Petteri Pelkonen
Giovanni Toffoli (**)
Alessandro Garrone (**)
Board of Statutory Auditors
Chair Marcello Del Prete
Statutory Auditors Beatrice Bompieri
Guido Sazbon
Alternate Auditors Pierpaolo Giuseppe Galimi
Gianluigi Lapietra
Raffaella Piraccini
Internal Control, Risk and ESG Committee
Chair Teresa Cristiana Naddeo
Giovanni Toffoli
Alessandra Pasini

Appointments and Remuneration Committee

Chair Elisabetta Oliveri
Mario Cesari
Maria Giovanna Calloni
Strategies Committee
Chair Paolo Enrico Dellachà
Federico De Nora
Mario Cesari
Stefano Venier

1 Appointed by the Shareholders' Meeting held on March 9, 2022 (with the exception of Directors Stefano Venier and Alessandro Garrone appointed on April 28, 2022 and June 20, 2022, respectively), in office from June 30, 2022 (Trading start date) and up to the approval of the financial statements for the year ending December 31, 2024. (*) Executive director.

(**) Independent director pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF (Consolidated Finance Act) and Article 2 of the Corporate Governance Code.

Alessandra Pasini

Principal Financial Officer: Matteo Lodrini

Independent auditing company: PricewaterhouseCoopers S.p.A.2

Related Parties Committee Chair Maria Giovanna Calloni

Teresa Cristiana Naddeo Elisabetta Oliveri

Supervisory Body Chair Gianluca Sardo

Silvio Necchi Simona Antonini

2 Appointed by the Shareholders' Meeting on February 18, 2022 for the period covering 2022 - 2030.

GROUP STRUCTURE AS OF JUNE 30, 2022

Below is the Group structure with an indication of the companies belonging to the Group and the investment held by the Parent company, directly or indirectly, in each subsidiary at June 30, 2022.

1. MACROECONOMIC AND MARKET CONTEXT1

Global economic prospects have worsened since the previous economic outlook forecast when the global recovery had projected to strengthen from the second quarter of 2022 after the impact of the Omicron variant. The outlook has deteriorated, largely because of Russia's invasion of Ukraine—causing a tragic humanitarian crisis in Eastern Europe and the sanctions from many countries to Russia and Belarus.

This crisis unfolds while the global economy was on a mending path but had not yet fully recovered from the COVID-19 pandemic, with a significant divergence between the economic recoveries of advanced economies and emerging market and developing ones. In addition to the war, frequent and wider-ranging lockdowns in China—including the stop of the operations in key manufacturing hubs—have also slowed activity there and could cause new bottlenecks in global supply chains. Higher, broader, and more persistent price pressures also led to a tightening of monetary policy in many countries. Overall risks to economic prospects have risen sharply and policy trade-offs have become ever more challenging.

Global growth is projected at 3.6 percent in 2022 and 2023—0.8 and 0.2 percentage points lower than in the previous forecast, respectively. The downgrade largely reflects the war's direct impacts in Ukraine and global spillovers. The economic effects of the war are spreading far and wide mainly through commodity markets, trade, and financial linkages. Because Russia is a major supplier of oil, gas, and metals, and, together with Ukraine, of wheat and corn, the current and anticipated decline in the supply of these commodities has already driven their prices up sharply. Europe, Caucasus and Central Asia, Middle East and North Africa, and sub-Saharan Africa are most affected.

Even prior to the war, inflation had surged in many economies because of soaring commodity prices and pandemicinduced supply-demand imbalances. Some emerging markets and developed economies' central banks, such as the US Federal Reserve and those in Latin America, had already come under pressure before the war, bringing forward the timing of their monetary policy tightening. War-related supply shortages will greatly amplify those pressures, notably through increases in the price of energy, metals, and food.

In many countries, inflation has become a central concern. In some advanced economies, including the United States and some European countries, it has reached its highest level in more than 40 years, in the context of tight labor markets. In emerging market and developing economies, increases in food and fuel prices could significantly increase the risk of social unrest.

Although bottlenecks are expected to eventually ease as production elsewhere responds to higher prices and new capacity becomes operational, supply shortages in some sectors are expected to last into 2023. As a result, inflation is now projected to remain elevated for much longer than in the previous forecast, in both advanced and emerging market and developing economies.

On the fiscal side, policy space was already eroded in many countries by necessary COVID-related spending. Debt levels have risen significantly, and extraordinary fiscal support was expected to be removed in 2022–23. The war and the impending increase in global interest rates will further reduce fiscal space in many countries, especially oil- and food-importing emerging market and developing economies.

Fonte: World Economic Outlook – International Monetary Fund

1.1 Currencies

The following table summarizes the main reference foreign currencies of the De Nora Group (transaction currency or functional currencies of foreign entities belonging to the Group) for the reporting period and the corresponding period of 2021 and the relative foreign exchange rates:

Average exchange rate for the first half
year ended June 30
Exchange rate at
June 30
Exchange rate at
December 31
2022 2021 2022 2021
Currency
US Dollar 1.09321 1.20535 1.039 1.133
Japanese Yen 134.61467 129.86810 141.540 130.380
Indian Rupee 83.29386 88.41259 82.113 84.229
Chinese Yuan Renminbi 7.08820 7.79599 6.962 7.195
Brazilian Real 5.55545 6.49017 5.423 6.310
GB Pound 0.84296 0.86801 0.858 0.840

In addition to the Euro, the most important currencies for the Group are the US dollar and the Japanese yen: the US dollar has revalued by approximately 8% in the first half of 2022, while the Japanese yen recorded a devaluation of approximately 9%. Also relevant, albeit to a lesser extent in terms of impact on the Group's performance, are the appreciation of the Brazilian real (approximately +14%) and the Chinese Yuan Renminbi (approximately +3%).

2. ALTERNATIVE PERFORMANCE INDICATORS

In this document, in addition to the financial measures provided for by International Financial Reporting Standards (IFRS), a number of measures derived from the latter are presented even though they are not provided for by IFRS (Non-GAAP Measures) in line with ESMA's guidelines on Alternative Performance Indicators (ESMA/2015/1415 Guidelines, adopted by Consob with Notice No. 92543 of December 3, 2015) published on October 5, 2015. These measures are presented in order to enable a better assessment of the Group's operating performance and should not be regarded as alternatives to IFRS. Specifically, the Non-GAAP Measures used are as follows:

  • EBITDA is defined as the adjusted profit for the period for the following items of the consolidated income statement: (i) income taxes; (ii) financial charges; (iii) finance income; (iv) share of profit of equity-accounted investees; (v) amortization/depreciation; (vi) impairment and reinstatement of property, plant and equipment; (vii) write-down of goodwill and for provisions for risks and charges net of the related releases and utilization, included in the following items of the consolidated income statement: (i) costs for raw materials, consumables, supplies and goods, (ii) personnel expenses, (iii) costs for services, and (iv) other operating costs.
  • Adjusted EBITDA is defined as EBITDA adjusted for certain charges/(income) of a non-recurring nature.
  • EBITDA Margin is calculated as the ratio of EBITDA to Revenues.
  • Adjusted EBITDA Margin is calculated as the ratio of Adjusted EBITDA to Revenues.
  • Adjusted EBIT is defined as EBIT adjusted for: i) certain charges/(income) of a non-recurring nature; ii) certain Net provisions and utilization of provisions for risks and charges of a non-recurring nature.
  • Net operating working capital: is determined as the algebraic sum of the following items included in the Statement of financial position:
  • o Inventory
  • o Trade receivables (current portion)
  • o Trade payables (current portion)
  • o Contract work in progress and Liabilities for contract work in progress
  • Net working capital: is determined as the algebraic sum of Net operating working capital and the following items included in the Statement of financial position:
  • o Other receivables (current portion)
  • o Current tax assets (current portion)
  • o Other payables (current portion)
  • o Current income tax payables
  • Net invested capital: is determined as the algebraic sum of:
  • o the Net working capital
  • o the Non-current asset
  • o net of Employee benefits, Provisions for risks and charges, Deferred tax liabilities, Trade payables (noncurrent portion), Income tax payables, and Other payables (non-current portion).
  • Net Financial Indebtedness - ESMA is determined in accordance with 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.

Net Financial Indebtedness - De Nora as monitored by the Group's management. This indicator differs from Net Financial Indebtedness - ESMA in that it includes the fair value of financial instruments subscribed for the purpose of hedging exchange rate fluctuations.

3. EVENTS THAT OCCURRED DURING THE FIRST HALF OF 2022

Stock exchange listing on Euronext Milan

On June 30, 2022, Industrie De Nora S.p.A. completed the process of listing its ordinary shares on Euronext Milan following (i) the admission to listing on Euronext Milan of the shares, and the admission to trading of the company's shares, issued by Borsa Italiana on June 21, 2022 and June 28, 2022, respectively; and (ii) the communication by the Commissione Nazionale per le Società e la Borsa ("CONSOB") of the approval of the Prospectus relating to the admission to listing on Euronext Milan, organized and managed by Borsa Italiana S.p.A., of the ordinary shares of Industrie De Nora S.p.A.

The required free float for the purpose of listing was obtained through a private placement reserved for qualified investors pursuant to Regulation (EU) 1129/2017 in the European Economic Area and the United Kingdom and institutional investors abroad, pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act"), as well as in the United States of America, limited to Qualified Institutional Buyers, as defined in Rule 144A of the Securities Act and in accordance with the provisions therein, in each case to the extent permitted by the laws and regulations of the relevant country. No public offering has been made in Italy and/or in any other country.

The shares were placed at a price of Euro13.50 per share; 40,337,034 shares were offered for placement, including:

  • 35,075,682 ordinary shares (a total of approximately 17.4% of the share capital) of Industrie De Nora S.p.A., including 14,814,814 shares offered by Industrie De Nora S.p.A. and 20,260,868 shares offered by Federico De Nora S.p.A., Asset Company 10 S.r.l. and Norfin S.p.A.;
  • an option to purchase an additional 5,261,352 shares (or up to 15.0% of the shares offered at the offer price) granted by the selling shareholders to Credit Suisse, as the stabilization agent.

For the effects on consolidated shareholders' equity and consolidated net financial position of this transaction, see the Explanatory Notes to the condensed consolidated financial statements for the six months ended June 30, 2022.

Shareholders' agreements

On April 11, 2022, Federico De Nora, Federico De Nora S.p.A., Norfin S.p.A., Snam S.p.A and Asset Company 10 S.r.l, a wholly owned subsidiary of Snam S.p.A., signed a shareholders' agreement, as subsequently supplemented and amended on May 27, 2022 and June 21, 2022, respectively, aimed, among other things, at regulating certain profiles of the governance of Industrie De Nora S.p.A, as well as the terms and procedures for the exercise of certain administrative rights and arrangements inherent in the investments in the share capital of Industrie De Nora S.p.A., as of the date of the start of trading of the Company's ordinary shares on Euronext Milan. As of June 30, 2022, the shareholders' pacts contained in the Shareholders' Agreement bind a total of 157,785,675 Multiple Voting Shares of Industrie De Nora S.p.A., and, therefore, a total of 473,357,025 voting rights at the Company's ordinary and extraordinary shareholders' meetings, representing 91.513% of the voting share capital of Industrie De Nora S.p.A.

Other relevant facts

  • In April, De Nora received the "Excellence of the Year, Innovation & Leadership, Sustainable Technologies" award at the Le Fonti event at the Milan Stock Exchange.
  • On May 5, 2022, Industrie De Nora S.p.A. and De Nora Holdings US, as borrowers and guarantors, signed a senior loan agreement for a total amount of Euro 200,000,000 and USD 100,000,000 with, inter alias, UniCredit S.p.A., as agent bank, Banca Nazionale del Lavoro S.p.A., Banco BPM S.p.A., Intesa Sanpaolo S.p.A, Mediobanca - Banca di Credito Finanziario S.p.A. and UniCredit S.p.A., as mandated lead arrangers and bookrunners, and Banca Nazionale del Lavoro S.p.A., Banco BPM S.p.A, Intesa Sanpaolo S.p.A., Mediobanca

  • Banca di Credito Finanziario S.p.A., Mediobanca International (Luxembourg) S.A., UniCredit S.p.A., UniCredit Bank AG - New York Branch, Intesa Sanpaolo S.p.A.- New York branch and Banca Popolare di Sondrio S.p.A., as financing banks. The loan is divided into (i) a medium/long-term line of credit in favor of Industrie De Nora S.p.A., called Facility A1, aimed at repaying all or part of the De Nora Group's existing financial debt and supporting the working capital and general needs of Industrie De Nora S.p.A, and (ii) a medium/long-term line of credit in favor of De Nora Holdings US Inc. called Facility A2, aimed at repaying all or part of the Group's existing financial debt and supporting the working capital needs and general needs of De Nora Holdings US Inc.

• On May 27, De Nora Italy Hydrogen Technologies S.r.l., a company 90% owned by Industrie De Nora S.p.A. and 10% owned by Snam S.p.A., was established, fully dedicated to the development of projects in the Energy Transition field.

4. BUSINESS PERFORMANCE

4.1 Comments on the economic and financial results of the Group

Revenues for the six-month period amounted to Euro 410 million, of which approximately Euro 228 million were attributable to the Electrode Technologies segment, approximately Euro 176 million to the Water Technologies segment, and approximately Euro 7 million to the Energy Transition segment, an overall increase of 62% over the comparable six-month period in 2021.

EBITDA is close to Euro 80 million, compared to Euro 42.9 million in the first half of 2021 (+85%), while Adjusted2 EBITDA is Euro 102.3 million, compared to Euro 45.1 million in the first half of 2021, registering an increase of more than double.

Similarly, the operating result, equal to Euro 62.8 million, increased by 111% compared to the same half of 2021.

The share of profit of equity-accounted investees, referring to the 34% stake in TK Nucera, was negative for Euro 5.5 million, compared to the positive Euro 3.4 million in the first half of 2021. The negative result for the current year includes the result of the associated company for the period January 1st 2022 – March 31st 2022 together with certain adjustments referring to the year ending December 31, 2021, and which became known only after the date of approval of the consolidated financial statements of Industrie De Nora S.p.A. as of December 31, 2021.

Financial operations show net income of Euro 3.7 million, compared with net expenses of Euro 1.1 million in the first half of 2021; this is mainly due to the improved net balance between foreign exchange income and expenses.

After current and deferred income taxes, amounting to Euro 21.2 million (compared to Euro 8.6 million in the first half of 2021), the half-year closed with a net profit (parent company's share) of Euro 39,9 million, almost double the Euro 23.4 million in the comparable half-year of 2021.

At the statement of financial position level, net invested capital of Euro 723 million (+81 million compared to the end of 2021) corresponds to an equity of Euro 704 million (Euro 250 million higher than as of December 31, 2021, including Euro 200 million from the capital increase, net of transaction costs) and a net financial indebtedness of approximately Euro 19 million (reduced by Euro 170 million compared to the end of 2021, benefiting from the aforementioned capital increase and discounting Euro 20 million in dividends distributed in the first half of the year).

The increase in net invested capital is mainly attributable to net operating working capital, which amounted to Euro 399 million at the end of June 2022, an increase of Euro 75 million compared to the end of 2021 due to the increase in activities volume.

4.2 Consolidated Reclassified Income Statement

For the half-year ended June 30,
(in € thousands) 2022 2021
Revenue 410,467 96.0% 253,677 93.6%
Change in inventory of finished goods and work in progress 14,485 3.4% 15,454 5.7%
Other income 2,540 0.6% 1,972 0.7%
VALUE OF PRODUCTION 427,492 100.0% 271,103 100.0%
Material Consumption (189,950) -44.4% (116,711) -43.1%
Personnel costs (83,531) -19.5% (54,789) -20.2%
Costs for services (69,641) -16.3% (51,534) -19.0%
Other operating expenses/income (4,771) -1.1% (5,150) -1.9%
EBITDA 79,599 18.6% 42,919 15.8%
Amortization of intangible assets (4,498) -1.1% (4,967) -1.8%
Depreciation of property, plant and equipment (9,062) -2.1% (7,827) -2.9%
Net provision for risk and charge (107) 0.0% (456) -0.2%
Impairment and write-backs (3,083) -0.7% 132 0.0%
OPERATING PROFIT (EBIT) 62,849 14.7% 29,801 11.0%
Share of profit of equity-accounted investees (5,551) -1.3% 3,375 1.2%
Finance income 21,483 5.0% 6,816 2.5%
Finance expenses (17,799) -4.2% (7,923) -2.9%
Profit before Tax 60,982 14.3% 32,069 11.8%
Income tax expense (21,249) -5.0% (8,560) -3.2%
Profit for the period 39,733 9.3% 23,509 8.7%
Attributable to:
Parent company shareholders 39,918 9.3% 23,359 8.6%
Non-controlling interests (185) 0.0% 150 0.1%
EBITDA 79,599 18.6% 42,919 15.8%
Non-recurring items impacting EBITDA 22,724 2,198
Adjusted EBITDA 102,323 23.9% 45,117 16.6%
OPERATING PROFIT (EBIT) 62,849 14.7% 29,801 11.0%
Non-recurring items impacting EBITDA 22,724 2,198
Utilization of provisions (344) -
Adjusted EBIT 85,229 19.9% 31,999 11.8%

4.3 Consolidated Reclassified Statement of Financial Position

(in € thousands) As of June 30 2022 As of December 31 2021
% %
Trade receivables 159,554 139,974
Trade payables (63,543) (61,425)
Inventories 283,439 233,033
Construction contracts, net of progress 19,855 12,351
payments and advances
Net Operating Working Capital 399,305 55.2 323,933 50.4
Other current assets/(liabilities) (76,376) (69,641)
Net Working Capital 322,929 44.6 254,292 39.6
Goodwill and intangible assets 139,652 132,805
Property, plant and equipment 167,833 167,627
Equity-accounted investees 118,708 121,785
Non current assets 426,193 58.9 422,217 65.7
Employee benefits (20,764) (2.9) (26,036) (4.1)
Provisions for risks and changes (20,796) (2.9) (21,105) (3.3)
Deferred tax assets/ (liabilities) 1,096 0.2 154 0.0
Other noncurrent assets/(liabilities) 14,702 2.0 13,266 2.1
NET INVESTED CAPITAL 723,360 100.0 642,788 100.0
Covered by:
Medium/long term financial indebtedness (267,672) (3,784)
Short-term financial Medium/long term financial indebtedness (34,141) (258,449)
Financial assets and derivatives 3,767 478
Cash and cash equivalents 279,340 73,843
NET FINANCIAL INDEBTENESS – ESMA (18,706) (2.6) (187,912) (29.2)
Fair value of financial instruments (335) (914)
NET FINANCIAL INDEBTENESS (19,041) (2.6) (188,826) (29.4)
Equity attributable to minority interests (3,370) (0.5) (3,503) (0.5)
Equity attributable to the Parent (700,949) (96.9) (450,459) (70.1)
TOTAL EQUITY AND MINORITY INTERESTS (723,360) (100.0) (642,788) (100.0)

4.4 Revenue and EBITDA by business segment

4.4.1 Revenue by business segment

As of June 30, 2022, the Group is organized into three business segments each with its own portfolio of specific products and services:

  • Electrode Technologies Business;
  • Water Technologies Business;
  • Energy Transition Business, whose activities until December 31, 2021 were included in the Electrode Technologies Business and from second quarter of 2022 are monitored separately. For comparison purposes in the following tables for the first half of 2021 with reference to Energy Transition Business only Revenues are shown separately since EBITDA is not available and therefore is included in the Electrode Technologies business segment.

The following tables show the Group's revenues for each business segment and by geographic area for the six-month periods ended June 30, 2022 and 2021, respectively.

Revenue by Business Line First Half
Year 2022
% of total
revenue
First Half
Year 2022 at
constant
exchange
rates
First Half
Year 2021
∆ First Half
Year 2022 vs
2021
∆ First Half
Year 2022 vs
2021 at constant
exchange rates
(in € thousands)
Electrode Technologies 227,952 56% 223,366 144,817 83,135 78,549
Water Technologies 175,650 43% 162,932 105,853 69,797 57,079
Energy Transition 6,865 1% 6,890 3,007 3,858 3,883
Total Revenue 410,467 100% 393,188 253,677 156,790 139,511
Revenue by geographical area and by
business segment
First Half-Year 2022 % of revenues First Half-Year
2021
% of revenues
(in € thousands)
Electrode Technologies 227,952 56% 144,817 57%
EMEIA 81,631 20% 40,634 16%
AMS 46,188 11% 33,442 13%
ASIA 100,133 25% 70,741 28%
Water Technologies 175,650 43% 105,853 42%
EMEIA 42,102 10% 23,267 9%
AMS 95,118 23% 43,269 17%
ASIA 38,430 10% 39,317 16%
Energy Transition 6,865 1% 3,007 1%
EMEIA 5,226 1% 900 0%
AMS 234 0% 27 0%
ASIA 1,404 0% 2,080 1%
Total Revenue 410,467 100% 253,677 100%

At the consolidated level, revenues amounted to Euro 410,467 thousand, including Euro 227,952 thousand in the Electrode Technologies segment, Euro 175,650 thousand in the Water Technologies segment, and Euro 6,865 thousand in the Energy Transition segment. Specifically, revenues increased at an overall level by Euro 156,790 thousand compared to the first half of 2021, including a positive exchange rate effect of Euro 17,279 thousand; in fact, at constant exchange rates, Group revenues in the first half of 2022 increased by Euro 139,511 thousand compared to the first half of 2021.

4.4.2 EBITDA by business segment

EBITDA by business segment First Half-Year 2022 % of total First Half-Year 2021 % of total
(in € thousands)
Electrode Technologies 52,760 66% 29,112 68%
Water Technologies 30,595 38% 13,807 32%
Energy Transition (3,756) (4%)
Total 79,599 100% 42,919 100%
Non-recurring items impacting First Half-Year 2022 First Half-Year 2021
EBITDA Electrode
Water
Energy
Total
Technologies
Technologies
Transition
Electrode
Technologies
Water
Technologies
Total
(in € thousands)
Costs relative De Nora Deutschland
Gmbh fire
- - - - 884 - 884
Terminations costs (labor + legal
expenses)
10 310 - 320 40 179 219
Costs relative to IPO process 1,437 1,106 43 2,586 - - -
Costs relative to M&A, integration, and
company reorganization
9 - - 9 42 63 105
Costs relative to startup of De Nora
Tech, LLC – US plant
50 - - 50 457 - 457
Costs relative to Covid-19 - - - 299 20 319
Advisory costs for special projects 343 - - 343 - - -
Management Incentive Plan 10,752 8,284 324 19,360 - - -
Other non recurring costs 6 50 - 56 110 104 214
Total 12,607 9,750 367 22,724 1,832 366 2,198
Adjusted EBITDA by business segment First Half-Year
2022
% of total First Half-Year
2021
% of total
(in € thousands)
Electrode Technologies 65,367 64% 30,944 69%
Water Technologies 40,345 39% 14,173 31%
Energy Transition (3,389) (3%)
Total 102,323 100% 45,117 100%

The Group's EBITDA increased by Euro 36,680 thousand (+85.5%), from Euro 42,919 thousand in the six months ended June 30, 2021 to Euro 79,599 thousand in the six months ended June 30, 2022.

The increase is seen on both the Electrode Technologies and Water Technologies segments, and is proportionally larger on the Water Technologies segment, with its contribution to Group EBITDA increasing from 32% in 2021 to 38% in 2022.

The EBITDA margin thus improves from 16.9% in the six months ended June 30, 2021 to 19.4% in the six months ended June 30, 2022.

Adjusted EBITDA increased by Euro 57,206 thousand (+126.8%) from Euro 45,117 thousand in the six months ended June 30, 2021 to Euro 102,323 thousand in the six months ended June 30, 2022.

The Adjusted EBITDA margin increased from 17.8% in the six months ended June 30, 2021 to 24.9% in the six months ended June 30, 2022.

4.5 Electrode Technologies Business

Electrode Technologies' core business is the production and sale mainly of:

  • electrodes used for the production of (a) basic chemicals (chlorine, caustic soda and their derivatives), (b) printed circuits for the electronics industry) and critical components for the manufacture of lithium batteries such as foil copper;
  • catalytic coatings that use noble metals such as iridium, ruthenium, platinum, palladium and rhodium, the formulations of which, many of them patented, have been developed by the Group and differ according to the many applications in electrochemical processes;
  • electrolytic cells for chlorine and caustic soda production, as well as their components and other accessories, and anode structures complete with accessories for the production of nonferrous metals (nickel, cobalt).

For the six-month period ended June 30, 2022, the Electrode Technologies Business accounted for approximately 56% of the Group's revenues compared with 57% for the six-month period ended June 30, 2021.

The table below shows the revenues generated by the Electrode Technologies Business for the six-month periods ended June 30, 2022 and 2021, broken down by business lines.

Revenue by Business Line
Electrode Technologies
First Half
Year 2022
% of total
revenue
First Half
Year 2022 at
constant
exchange
rates
First Half
Year 2021
∆ First Half
Year 2022 vs
2021
∆ First Half
Year 2022 vs
2021 at
constant
exchange
rates
(in € thousands)
Chlor-alkali 145,174 64% 141,490 99,083 46,091 42,407
Electronics 47,381 21% 47,381 33,200 14,181 14,181
Specialties and New Applications 35,397 15% 34,495 12,534 22,863 21,961
Total Electrode Technologies 227,952 100% 223,366 144,817 83,135 78,549

Revenues related to the Electrode Technologies Business segment increased by Euro 83,135 thousand (+57.4%), from Euro 144,817 thousand in the six months ended June 30, 2021 to Euro 227,952 thousand in the six months ended June 30, 2022. The growth is significant in all lines and can be attributed to both the increase in prices as a result of higher purchase costs for noble metals (pass-through) and volume increases.

At constant exchange rates, revenues related to the Electrode Technologies Business would have increased by Euro 78,549 thousand (+54.2%), from Euro 144,817 thousand in the six months ended June 30, 2021 to Euro 223,366 thousand in the six months ended June 30, 2022.

Chlor-alkali

Revenues from the chlor-alkali line increased by Euro 46,091 thousand (+46.5%), from Euro 99,083 thousand in the six months ended June 30, 2021 to Euro 145,174 thousand in the six months ended June 30, 2022. This increase is mainly attributable to:

(i) the Euro 20,614 thousand increase in membrane sales, primarily due to the increase in the price of noble metals;

  • (ii) the increase of Euro 20,217 thousand in sales of hydrochloric acid (HCl) due to new maintenance projects commissioned by third-party customers to TK Nucera, which in turn is sourced from the Group;
  • (iii) the increase of Euro 5,846 thousand in Diaphragm product sales in the US and EMEIA mainly due to volume effect of Services.

At constant exchange rates, revenues related to the chlor-alkali line would have increased by Euro 42,407 thousand (+42.8%), from Euro 99,083 thousand in the six months ended June 30, 2021 to Euro 141,490 thousand in the six months ended June 30, 2022. For the six months ended June 30, 2022, the chlor-alkali business line accounted for 64% of Electrode Technologies segment revenues and 35% of the Group's total revenues.

Electronics

Revenues related to the electronics line increased by Euro 14,181 thousand (+42.7%), from Euro 33,200 thousand in the six months ended June 30, 2021 to Euro 47,381 thousand in the six months ended June 30, 2022. This increase is mainly attributable to the increase in prices resulting from the increase in the price of noble metals. At constant exchange rates, revenues related to the electronics line would have recorded the same increase of Euro 14,181 thousand (+42.7%). For the half-year ended June 30, 2022, the business line of electrodes for the electronics and galvanic industry represented, respectively, 21% of the revenues of the Group's Electrode Technologies segment and 12% of the total revenues of the Group.

Specialties and new applications

Revenues related to the specialties and new applications line increased by Euro 22,863 thousand (+182.4%), from Euro 12,534 thousand in the six months ended June 30, 2021 to Euro 35,397 thousand in the six months ended June 30, 2022. This increase is mainly attributable to:

  • (i) the Euro 14.268 thousand increase in revenues from Electrowinning products, especially in EMEIA, following the new orders from the Russian customer Norilsk Nickel. For further information regarding the management of relationships with counterparties operating in Russia see paragraph "3.2 Russia-Ukraine conflict" in the Notes to the condensed consolidated half-yearly financial statements section;
  • (ii) the increase of Euro 3,036 thousand in revenues of electrodes for Systems and Plants in Japan for the Gulftronic project;
  • (iii) the increase of Euro 2,407 thousand in electrode revenues intended for the electrochemical synthesis of sodium chlorate mainly in the Americas region;
  • (iv) the increase of Euro 3,151 thousand in revenues mainly related to other materials and product lines.

At constant exchange rates, revenues related to the specialties and new applications line would have increased by Euro 21,961 thousand (+175.0%), from Euro 12,534 thousand in the six months ended June 30, 2021 to Euro 34,495 thousand in the six months ended June 30, 2022. For the six months ended June 30, 2022, the Specialties and new applications segment accounted for 16% of Electrode Technologies segment revenues and 9% of the Group's total revenues, respectively.

The following table shows the revenues generated by the Electrode Technologies Business for the six-month periods ended June 30, 2022 and 2021, broken down by new installations ("New Installations") and periodic maintenance or modernization services for existing plants ("Services").

First Half-Year
2022
% of total revenue First Half-Year
2021
% of total revenue
(in € thousands)
New Installations 138,123 61% 71,648 49%
Services 89,829 39% 73,169 51%
Total Revenue 227,952 100% 144,817 100%

New Installations accounted for 61% of the segment's turnover for the first half of 2022, up from the corresponding half of 2021.

Services during the first half of 2022 accounted for 39% of the segment's turnover; the related activities include the periodic maintenance of the electrodes or replacement with new products and/or latest generation products capable of improving the performance of the process for which they are intended, supply of spare parts, design and re-engineering of the electrodes, technical assistance, lease contracts, performance monitoring, laboratory analysis.

In particular, the electrodes at the end of their useful life must be replaced or suitably treated, in order to restore the catalytic coating through a process called re-coating or reactivation. The re-coating process allows the metal structure of the electrode, whether titanium or nickel, to be preserved and a new coating to be reapplied, thus allowing the initial characteristics of the electrode to be restored.

The continuous improvement of the product portfolio allows the Group to offer customers technologies capable of responding to new process targets and market demands also in terms of sustainability. In particular, in the Electrode Technologies Business, the extension of the customer base is a significant growth factor for Services sales.

First Half-Year 2022 First Half-Year 2021 ∆ First Half-Year 2022
vs First Half-Year 2021
(in € thousands)
EBITDA Electrode Technologies 52,760 29,112 23,648
Adjusted EBITDA Electrode Technologies 65,367 30,944 34,423

EBITDA related to the Electrode Technologies Business increased by Euro 23,648 thousand (+81.2%), from Euro 29,112 thousand in the six months ended June 30, 2021 to Euro 52,760 thousand in the six months ended June 30, 2022. This increase is mainly attributable to the increase in revenues of Euro 83,135 thousand (+57.4%), described above.

The impact of the EBITDA of the Electrode Technologies business segment on the revenues of the segment increased from 20.1% in the six months ended June 30, 2021 to 23.1% in the six months ended June 30, 2022. The increase in the impact on revenues is mainly due to the increase in revenues and the higher absorption of fixed costs. The impact of the EBITDA of the Electrode Technologies Business segment on the Group's total revenues was 12.9% in the six months ended June 30, 2022 and 11.5% in the six months ended June 30, 2021.

Adjusted EBITDA increased by Euro 34,423 thousand (+111.2%) from Euro 30,944 thousand in the six months ended June 30, 2021 to Euro 65,367 thousand in the six months ended June 30, 2022.

4.6 Water Technologies Business

The main activity of the Water Technologies Business is the manufacture and sale of equipment, systems and technologies used in the water treatment sector. The Group has long experience in the water treatment sector and a broad portfolio of products and solutions that meet a wide range of requirements for the treatment of various types of water.

In particular, the Group develops, manufactures, and sells systems and technologies for swimming pool disinfection, electrochlorination of seawater and brine for on-site production of low concentration sodium hypochlorite, disinfection and filtration of drinking water and wastewater, and water treatment systems in marine applications.

In addition to supplying equipment, products, and systems for new installations or newly constructed plants ("New Installations"), the Group provides after-sales services for maintenance, supply of spare parts, re-engineering of existing systems, on-site or remote monitoring activities, and other services that maintain product performance while ensuring consistency in treated water quality ("Services").

The table below shows the revenues generated by the Water Technologies Business for the six-month periods ended June 30, 2022 and 2021, broken down by business lines.

Revenue by Business Line Water
Technologies
First Half
Year 2022
% of
total
revenue
First Half
Year 2022 at
constant
exchange rates
First Half
Year 2021
∆ First Half
Year 2022 vs
2021
∆ First Half
Year 2022 vs
2021 at
constant
exchange rates
(in € thousands)
Pools 100,842 57% 93,187 38,229 62,613 54,958
Electrochlorination 34,975 20% 32,766 25,387 9,588 7,379
Disinfection and Filtration 33,119 19% 30,889 38,143 (5,024) (7,254)
Marine technologies 6,714 4% 6,090 4,094 2,620 1,996
Total Water Technologies 175,650 100% 162,932 105,853 69,797 57,079

Revenues related to the Water Technologies Business segment increased by Euro 69,797 thousand (+65.9%), from Euro 105,853 thousand in the six months ended June 30, 2021 to Euro 175,650 thousand in the six months ended June 30, 2022. This increase is mainly attributable to an increase in revenues relating to the swimming pools business line, electrochlorination product line, and marine technologies. The disinfection and filtration business line, on the other hand, saw a decrease in the 2021 revenue level (-13.2%). Overall, revenues are up in all geographic areas except Asia, mainly as a result of the two-month lockdown in Shanghai due to a new pandemic wave.

At constant exchange rates, revenues related to the Water Technologies line would have increased by Euro 57,079 thousand (+53.9%), from Euro 105,853 thousand in the six months ended June 30, 2021 to Euro 162,932 thousand in the six months ended June 30, 2022. In 2022, the Marine Technologies and Disinfection and Filtration lines benefited from the contribution deriving from two acquisitions (Calgon Carbon UV Technologies LLC and ISIA S.p.A.), which were not present as of June 30, 2021, and are quantifiable in terms of revenues at Euro 6,608 thousand.

The impact of revenues related to the Water Technologies business on Group revenues remains virtually unchanged, increasing from 41.7% in the six months ended June 30, 2021 to 43% in the six months ended June 30, 2022.

Pools

Revenues related to the swimming pool line increased by Euro 62,613 thousand (+163.7%), from Euro 38,229 thousand in the six months ended June 30, 2021 to Euro 100,842 thousand in the six months ended June 30, 2022. This increase can be attributed to both a high level of market demand for the so-called Staycation effect, related to the restrictions imposed by the COVID-19 pandemic, and a higher selling price, indexed to that of ruthenium, the noble metal used in the production process, which is on average higher than its value in the first half of 2021.

At constant exchange rates, revenues related to the swimming pool line would have increased by Euro 54,958 thousand (+143.8%), from Euro 38,229 thousand in the six months ended June 30, 2021 to Euro 93,187 thousand in the six months ended June 30, 2022. For the six months ended June 30, 2022, the swimming pools business line accounted for 57% of Water Technologies revenues and 24.6% of the Group's total revenues, respectively.

Electrochlorination

Revenues related to the electrochlorination line increased by Euro 9,588 thousand (+37.8%), from Euro 25,387 thousand in the six months ended June 30, 2021 to Euro 34,975 thousand in the six months ended June 30, 2022. This increase is mainly attributable to:

  • (i) the increase of Euro 6,593 thousand related to revenues from the installation of OSHG (on-site generation of hypochlorite) electrochlorination systems, mainly due to higher revenues in the United States attributable to the acquisition of new orders;
  • (ii) the increase of Euro 1,886 thousand in revenues pertaining to IEM technology (Brine Electrochlorination Plants) realized in Asia, due to a backlog level at the end of 2021, with expected execution in 2022, greater than that recorded at the end of 2020 with expected execution in 2021;
  • (iii) the increase of Euro 1,707 thousand in revenues from sales of "Omnipure" electrolytic water treatment plants, mainly attributable to higher sales of aftermarket services in North America;
  • (iv) the increase of Euro 1,814 thousand in sales revenues from the seawater electrochlorination (SWEC) business line, related to the progress of the installation of a plant on the island of Taiwan;
  • (v) these effects were partly negatively offset by a decrease of Euro 1,440 thousand in revenues related to hydraulic fracturing systems (so-called Fracking).

At constant exchange rates, the electrochlorination line would have recorded an increase in revenues of Euro 7,379 thousand (+29.1%), from Euro 25,387 thousand in the six months ended June 30, 2021 to Euro 32,766 thousand in the six months ended June 30, 2022. For the six months ended June 30, 2022, the electrochlorination business line accounted for 20.0% of the Water Technologies Business revenues and 8.5% of the Group's total revenues.

Disinfection and Filtration

Revenues related to the disinfection and filtration line recorded a decrease of Euro 5,024 thousand (-13.2%), from Euro 38,143 thousand in the six months ended June 30, 2021 to Euro 33,119 thousand in the six months ended June 30, 2022. This change is mainly attributable to the combined effect of the following factors:

  • (i) the decrease of Euro 11,291 thousand in revenues relating to the "bed filtration systems" (so-called Deep Bed Filtration) line, predominantly due to two factors both attributable to the Asian region: the aforementioned lockdown of the Shanghai area, which lasted for more than two months, and an exceptionally high volume of revenues in the first quarter of 2021 in China due to a backlog at the end of 2020 of more than Euro 20 million against a backlog at the end of 2021 of approximately half that amount;
  • (ii) the increase of approximately Euro 3,000 thousand in revenues related to the ultraviolet ray disinfection line, which benefited from the contribution of the acquisition and integration of the relative division from the company Calgon Carbon UV Technologies LLC ("Calgon Carbon");

(iii) the increase of Euro 2,257 thousand in revenues related to Gas Feed and Media technology, for Euro 1,402 thousand and Euro 855 thousand, respectively. For the first, despite the fact that demand for systems employing this technology is expected to decline in the current year and in the coming years, during the first half of 2022, this increase in revenues compared to 2021 is mainly due to the contribution, for the amount of Euro 809 thousand, of ISIA S.p.A. ('ISIA') in Italy, which was acquired on July 1, 2021. For the latter, the expected recovery of the U.S. market due to new regulations for the treatment of pollutants is beginning to take shape.

At constant exchange rates, revenues related to the disinfection and filtration line would have decreased by Euro 7,254 thousand (-19.0%), from Euro 38,143 thousand in the six months ended June 30, 2021 to Euro 30,889 thousand in the six months ended June 30, 2022. For the six months ended June 30, 2022, the disinfection and filtration business line accounted for 19% of Water Technologies Business revenues and 8.1% of the Group's total revenues.

Marine technologies

Revenues related to the marine technology line increased by Euro 2,620 thousand (+64.0%), from Euro 4,094 thousand in the six months ended June 30, 2021 to Euro 6,714 thousand in the six months ended June 30, 2022. This increase is mainly attributable to the contribution in North America of the acquisition, finalized on July 1, 2021, of Calgon Carbon and the related Hyde Marine product portfolio, which generated more than Euro 3 million in revenues in the first half of 2022.

At constant exchange rates, revenues related to the marine technology line would have increased by Euro 1,996 thousand (+48.8%), from Euro 4,094 thousand in the six months ended June 30, 2021 to Euro 6,090 thousand in the six months ended June 30, 2022. For the six-month period ended June 30, 2022, the marine technologies business line accounted for 4% of Water Technologies Business revenues and 1.6% of the Group's total revenues.

The following table shows the revenues generated by the Water Technologies Business for the six months ended June 30, 2022 and 2021, broken down by new installations or newly constructed plants ("New Installations") and periodic maintenance or modernization services for existing plants ("Services").

First Half-Year 2022 % of total revenue First Half-Year 2021 % of total revenue
(in € thousands)
New Installations 145,338 83% 81,494 77%
Services 30,312 17% 24,359 23%
Total Revenue 175,650 100% 105,853 100%

New Installations accounted for 83% of the Water Technologies segment's revenue for the first half of 2022, up from the previous period. Within this classification, revenues from the swimming pool line are entirely included.

Services cover the entire product portfolio and during the first half of 2022 accounted for 17% of segment revenues.

These activities include the replacement of electrodes or their reactivation, maintenance of installed equipment and systems, supply of spare parts, and technological improvements (including automation) aimed at maximizing performance and ensuring optimal operation of the products during the entire life cycle. In addition to these activities, the Group offers technical assistance services in the field and remotely, training programs, test agreements and contracts for the use of the systems against a fee linked to the quantity of water treated.

First Half-Year 2022 First Half-Year 2021 ∆ First Half-Year 2022
vs First Half-Year 2021
(in € thousands)
EBITDA Water Technologies 30,595 13,807 16,788
Adjusted EBITDA Water Technologies 40,345 14,173 26,172

EBITDA related to the Water Technologies business segment increased by Euro 16,788 thousand (+121.6%), from Euro 13,807 thousand in the six months ended June 30, 2021 to Euro 30,595 thousand in the six months ended June 30, 2022. This increase is mainly attributable to the combined effect of the following factors:

  • (i) the increase in sales volume of Euro 69,797 thousand (+65.9%), from Euro 105,853 thousand to Euro 175,650 thousand, described above;
  • (ii) the improvement of operating margins with an impact on EBITDA in the Water Technologies business segment, especially in the Swimming Pools business line, which benefits from a price effect related to ruthenium price fluctuation;
  • (iii) the increase in operating costs with an impact on the EBITDA from the Water Technologies business segment less than proportional to the aforementioned increase in revenues. This change is mainly attributable to the increase: (i) in personnel expenses and costs related to general and administrative activities to support the business; (ii) the costs associated with sales force travel and trade shows.

The impact of the EBITDA of the Water Technologies business segment on the revenues of the segment increased from 14.0% in the six months ended June 30, 2021 to 23.0% in the six months ended June 30, 2022. The impact of the EBITDA of the Water Technologies business segment on the total revenues of the Group increased from 5.7% in the six months ended June 30, 2021 to 9.8% in the six months ended June 30, 2022.

Adjusted EBITDA increased by Euro 26,172 thousand (+184.7%) from Euro 14,173 thousand in the six months ended June 30, 2021 to Euro 40,345 thousand in the six months ended June 30, 2022.

4.7 Energy Transition Business

The Energy Transition Business 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.

The following table shows the revenues generated by the Energy Transition Business for the six-month periods ended June 30, 2022 and 2021.

Revenue by Business Line
Business Energy Transition
1° Half-year
2022
% of total revenues 1° Half-year
2022 exchange
rates
∆ 1° Half-year
2022 vs 2021
(in € thousands)
Energy Transition 6,865 6,890 3,007 3,858 3,883
Total Business Energy
Transition
6,865 6,890 3,007 3,858 3,883

Revenues of the Energy Transition Business registered an increase of Euro 3,858 thousand (+128.3%), from Euro 3,007 thousand in the six months ended June 30, 2021 to Euro 6,865 thousand in the six months ended June 30, 2022. This increase is mainly due to business growth in EMEIA. At constant exchange rates, revenues related to the Energy Transition business would have increased by Euro 3,883 thousand (+129.1%), from Euro 3,007 thousand in the six months ended June 30, 2021 to Euro 6,890 thousand in the six months ended June 30, 2022.

The following table shows the revenues generated by the Energy Transition Business for the six-month periods ended June 30, 2022 and 2021, broken down by new installations or newly constructed plants ("New Installations") and periodic maintenance or modernization services for existing plants ("Services").

First Half-Year 2022 % of total revenue First Half-Year 2021 % of total revenue
(in € thousands))
New Installations 6,683 97% 2,886 96%
Services 182 3% 121 4%
Total Revenue 6,865 100% 3,007 100%
First Half-Year 2022 First Half-Year 2021
(in € thousands)
EBITDA Energy Transition (3,756)
Adjusted EBITDA Energy Transition (3,389)

EBITDA and Adjusted EBITDA related to the Energy Transition business segment are negative for the amount of Euro 3,756 thousand and Euro 3,389 thousand, respectively, mainly due to Research and Development costs of Euro 4,002 thousand, as the Group's research efforts are mainly dedicated to this segment.

5. RISK MANAGEMENT, RELATED PARTY TRANSACTIONS AND OTHER INFORMATION

Management of Risks and Uncertainties

The Group's business is exposed to a number of risks and uncertainties that could affect its financial position, results of operations, and cash flows. Please refer to the Notes to the condensed consolidated half-yearly financial statements as of June 30, 2022.

Related Party Transactions

Please refer to the Notes to the condensed consolidated half-yearly financial statements as of June 30, 2022.

Atypical and/or unusual transactions

Pursuant to Consob Communication No. DEM/6064293 of July 28, 2006, it should be noted that there were no atypical and/or unusual transactions, as defined in the Communication.

Information regarding transactions with related parties including those requested by Consob Communication of July 28, 2006, are shown in paragraph F Transaction with related parties in the Explanatory Notes to the condensed consolidated half-yearly financial statements as of June 30, 2022.

The Board of Directors of Industrie De Nora S.p.A., in the framework of the listing process, has approved a procedure for the transactions with Related Parties ("OPC Procedure") upon unanimous opinion of the Related Parties Committee, in line with the provisions on related party transactions issued by Consob.

OPC Procedure is available, together with the other Corporate Governance documents, on the website www.denora.com.

Other Information

As regards the main corporate information of the legal entities that make up the Group, please refer to the section on the Consolidation area included in the Explanatory Notes to the condensed consolidated half-yearly financial statements as of June 30, 2022.

As at June 30, 2022, the Parent Company does not hold directly or through trustees or nominees, any treasury shares or shares of other parent companies, nor has it acquired or sold such shares or quotas during the first half of 2022.

The employees of the De Nora Group companies are bound by the Code of Ethics, which establishes the ethical and behavioural standards to be followed in the conduct of day-to-day activities.

The Group is committed to maintaining a consistent standard of ethical conduct at a global level, with respect for the cultures and the commercial practices of the countries and communities in which it operates.

Compliance with the Code by directors, managers and employees, as well as by all those who work to achieve the Group's objectives, each within their own area of responsibility, is fundamentally important to De Nora's efficiency, reliability and reputation, factors that play a crucial role in the Group's success.

The principles and guidelines set out in the Code are addressed and analysed in further detail in other policies and business procedures.

6. EVENTS AFTER THE REPORTING DATE

On July 15, the European Commission approved funding of up to Euro 5.4 billion for major projects of common European interest (IPCEI Hy2Tech) to contribute to research, innovation and development activities along the entire green hydrogen technology chain. Funding will be directed to 41 projects developed by 35 companies in 15 countries. These include De Nora Italy Hydrogen Technologies S.r.l. (a company 90% owned by De Nora and 10% owned by Snam S.p.A.) for the project to develop the gigafactory for the production of electrolyzers for green hydrogen production.

On July 20, 2022, a notice was sent to the pool of banks for the Senior Facilities Agreement, signed in May 2022, to cancel the remaining undrawn portion of the two lines of financing, amounting to Euro 20 million and USD 10 million, respectively. This cancellation is effective as of July 27, 2022. The aforementioned financing will thus total Euro Euro 180 million and USD 90 million.

7. OUTLOOK

The Group confirms its commitment to seize the sustainable growth opportunities identified in the 2022-2025 Business Plan. In particular, in the Electrode Technologies and Water Technologies businesses, the Group expects to preserve and consolidate its leadership position in its target markets in 2022.

As part of the energy transition area, the hydrogen production market represents a backbone of the most immediate development prospects, thanks to the technological know-how on which the Group can leverage and to the partnerships developed over time with leading operators in the sector, including the one with TK Nucera.

The projections for 2022 confirm the further progression of company performance, with expected growth in terms of volumes, profitability and cash generation along with maintenance of a solid financial structure.

Milan, August 3, 2022

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

Interim consolidated statement of financial position

As of June
30, 2022
of which
with
related
As of
December
31, 2021
of which
with
related
Notes parties
(in € thousands)
parties
ASSETS
Goodwill and other intangible assets 16 139,652 132,805
Property, plant and equipment
Equity-accounted investees
17 167,833 167,627
Financial assets, including derivatives 18
19
118,708
6,248
121,785
5,421
Deferred tax assets 29,868 29,430
Other receivables 20 10,843 52 10,313 52
Total non current assets 473,152 467,381
Inventory
Financial assets, including derivatives
21 283,439 233,033
Current tax assets 19
22
3,767
20,562
376 478
20,965
376
Construction contracts 23 26,801 22,037
Trade receivables 24 159,554 18,943 139,974 21,637
Other receivables 20 22,489 29,028
Cash and cash equivalents 25 279,340 73,843
Total current assets 795,952 519,358
TOTAL ASSETS 1,269,104 986,739
EQUITY AND LIABILITIES
Share capital
18,268 16,786
Reserves 642,763 366,977
Profit for the period 39,918 66,696
Equity attributable to shareholders of the Parent 700,949 450,459
Share capital and reserves attributable to non-controlling interest 3,555 3,754
Profit for the period attributable to non-controlling interest (185) (251)
Equity attributable to non-controlling interest 3,370 3,503
TOTAL EQUITY 26 704,319 453,962
Employee benefits 27 20,764 26,036
Provisions for risks and charges 28 2,823 2,336
Deferred tax liabilities 28,772 29,276
Financial liabilities, net of current portion 29 267,672 3,784
Trade payables 30 217 177
Income tax payable 31 - 108
Other payables 32 2,172 449 2,183 488
Total non current liabilities 322,420 63,900
Provisions for risks and charges 28 17,973 18,769
Financial liabilities 29 34,476 259,363
Construction contracts 22 6,946 9,686
Trade payables 30 63,543 678 61,425 969
Income tax payable 31 30,933 1,786 27,392 1,786
Other payables 32 88,494 24,227 92,242 27,240
Total current liabilities 242,365 468,877
TOTAL EQUITY AND LIABILITIES 1,269,104 986,739

For the First Half-Year ended June 30,
Notes 2022 of which with
related
parties
2021 of which
with
related
parties
(in € thousands)
Revenues 4 410,467 64,668 253,677 41,000
Change in inventory of finished goods and work in progress 5 14,485 15,454
Other income 6 2,540 389 1,972 401
Costs for raw materials, consumables, supplies and goods 7 (189,659) (488) (116,711) (124)
Personnel expenses 8 (83,449) (20,544) (54,789) (2,715)
Management Incentive Plan 8 (19,360) (17,679) - -
Costs for services 9 (69,499) (142) (51,192) (311)
Other operating costs and expenses 10 (4,430) (5,115)
Amortization and depreciation 16/17 (13,560) (12,794)
Impairment (losses)/revaluations and provisions for risks and charges 11 (4,046) (701)
Operating profit 62,849 29,801
Share of profit of equity-accounted investees 18 (5,551) 3,375
Finance income 12 21,483 6,816
Finance expenses 13 (17,799) (7,923)
Profit before tax 60,982 32,069
Income tax expense 14 (21,249) (8,560)
Profit for the period 39,733 23,509
Attributable to:
Parent company shareholders 39,918 23,359
Non-controlling interests (185) 150
Basic and diluted earnings per share ordinary (in Euro) 15 0.22 -
Basic and diluted earnings per share A, B, C shares (in Euro) 15 - 0.13
Basic and diluted earnings per share D shares (in Euro) 15 - 0.01

Interim consolidated statement of comprehensive income

2022 For the First Half-Year ended June 30,
2021
(in € thousands)
Profit for the period 39,733 23,509
Items that will not be reclassified to profit or loss:
Actuarial reserve 6,384
Tax effect (1,852)
Total items that will not be reclassified to profit or loss, net of the tax effect (A) 4,532 0
Items that may be reclassified subsequently to profit or loss
Effective portion of the change in fair value of financial instruments hedging cash flows (80) 615
Change in fair value of financial assets 42 17
Translation reserve 10,192 2,155
Tax effect (3) (149)
Total items that may be reclassified subsequently to profit or loss, net of the tax
effect (B)
10,151 2,638
Total other comprehensive income net of the tax effects (A + B) 14,683 2,638
Total comprehensive income 54,416 26,147
Attributable to
Parent company shareholders 54,549 25,937
Non-controlling interests (133) 210

Interim consolidated statement of cash flows

For the First Half-Year ended June 30,
of which of which
Notes 2022 with 2021 with
related related
parties
(in € thousands)
parties
Cash flows from operating activities
Profit for the period 39,733 23,509
Adjustments for:
Amortization and depreciation 16/17 13,560 12,794
Impairment losses/(reversal) of property, plant and equipment 11 3,083 (132)
Management Incentive Plan 8 19,360 17,679 -
Net finance expenses 12/13 (3,684) 1,107
Share of profit of equity-accounted investees
(Gains) losses on the sale of property, plant and equipment and
5,551 5,551 (3,375) (3,375)
intangible assets 6/10 155 720
Income tax expense 14 21,249 8,560
Change in inventory 21 (43,537) (85,430)
Change in trade receivables and construction contracts 23/24 (20,547) 2,675 (2,732) (1,995)
Change in trade payables 30 1,508 (287) 7,625 (93)
Change in other receivables/payables 20/32 (260) (3,063) (3,448) 1,578
Change in provisions and employee benefits 27/28 (1,471) (12)
Cash flows generated by/(used in) operating activities 34,700 (40,814)
Net interest and net other finance expenses paid (2,493) (2,310)
Income tax paid (20,400) (6,499)
Net cash flows generated by/(used in) operating activities 11,807 (49,623)
Cash flows from investing activities
Sales of property, plant and equipment and intangible assets 16/17 132 641
Investments in property, plant and equipment 17 (11,729) (5,268)
Investments in intangible assets 16 (3,477) (2,829)
Dividends collected from associates 19 (17) (17) - -
Net cash flows generated by/(used in) investing activities (15,091) (7,457)
Cash flows from financing activities
Share capital increase 26 196,581 18,090
New loans 29 292,506 29,917
Repayments of loans 29 (256,298) (584)
Increase (decrease) in other financial liabilities 29 (1,128) (713)
(Increase) decrease in financial assets 19 (3,683) 101
Dividends paid 26 (20,000) -
Net cash flows generated by/(used in) financing activities 207,979 46,811
Net increase (decrease) in cash and cash equivalents 204,695 (10,269)
Opening cash and cash equivalents 25 73,843 75,658
Exchange rate gains/(losses) 802 489
Closing cash and cash equivalents 25 279,340 65,878

Interim statement of changes in the net consolidated equity

(in € thousands) Notes Share
capital
Legal
reserve
Share
premium
Retained
earnings
Translation
reserve
Share
capital
Profit
for the
period
Equity
attributable
to the Parent
company
shareholders
Equity
attributable
to non
controlling
interests
Total
Equity
Balance as of December 31,
2020 16,569 3,314 7,042 367,955 (8,621) (9,321) 32,634 409,572 3,546 413,118
Transactions with shareholders:
Share capital increase 18,090 - - - - - - 18,090 - 18,090
Allocation of profit for 2020 - 43 - 32,591 - - (32,634) - - -
Distribution of Dividends - - - - - - - - - -
Other movements - - - - - - - - - -
Comprehensive income statement:
Profit for the period - - - - - - 23,359 23,359 150 23,509
Actuarial reserve - - - - - - - - - -
Effective portion of the change in fair
value of financial instruments hedging
cash flows - - - - - 471 - 471 - 471
Change in fair value of financial assets - - - - - 11 - 11 1 12
Translation reserve - - - - 2,096 - - 2,096 59 2,155
Balance as of June
30, 2020
26 34,659 3,357 7,042 400,546 (6,525) (8,839) 23,359 453,599 3,756 457,355
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:
Share capital increase 1,482 - 198,518 - - (3,419) - 196,581 - 196,581
Allocation of profit for 2021 - - 66,696 - - (66,696) - - -
Distribution of Dividends - - - (20,000) - - - (20,000) - (20,000)
Other movements
Comprehensive income statement:
- - - - - 19,360 - 19,360 - 19,360
Profit for the period - - - - - - 39,918 39,918 (185) 39,733
Actuarial reserve - - - - - 4,532 - 4,532 - 4,532
Effective portion of the change in fair
value of financial instruments hedging
cash flows - - - - - (74) - (74) - (74)
Change in fair value of financial assets - - - - - 14 - 14 19 33
Translation reserve - - - - 10,159 - - 10,159 33 10,192
Balance as of June
30, 2021
26 18,268 3,357 223,433 387,242 15,722 13,009 39,918 700,949 3,370 704,319

EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AS OF JUNE 30, 2022

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 Half-Year Financial Statements for the six months ended June 30, 2022 (hereinafter the "Condensed Consolidated Half-Year Financial Statements") were approved by the Company's Board of Directors on August 3, 2022, and have been subjected to a limited audit by PricewaterhouseCoopers S.p.A.

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

2.1 Criteria for the preparation of the Condensed Consolidated Half-Year Financial Statements

The De Nora Group has prepared these Condensed Consolidated Half-Year 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, 2021 and in effect as of June 30, 2022, hereinafter the "IFRS". The IFRS have been applied consistently in all the periods presented. These Condensed Consolidated Half-Year 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, 2021, prepared in accordance with IFRS and approved by the Board of Directors on February 18, 2022.

The Condensed Consolidated Half-Year 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 June 30, 2022 are compared with the consolidated statement of financial position as of December 31, 2021. 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 six months ended June 30, 2022, are compared with the respective amounts for the six months ended June 30, 2021.

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 this activity is carried out, or is held for sale or consumption, in the normal course of the operating cycle;
  • it is mainly owned for the purpose of trading it;
  • it is assumed that it will take place 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 the purpose of trading it;
  • 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 realisation 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 taken directly to 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 recognised in the income statement, but is instead recognised directly in equity, in accordance with specific IFRS principles.

The Condensed Consolidated Half-Year 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 Half-Year 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;

  • according to the principle of 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 favouring 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, 2022

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, 2022:

  • in May 2020, the IASB issued amendments to IFRS 3 - Business Combinations to update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations;
  • in May 2020, the IASB issued amendments to IAS 16 Property, Plant and Equipment. The amendments prohibit a company from deducting from the cost of property, plant and equipment, the amounts received from the sale of items produced while the company is preparing the asset for its intended use. Instead, a company should recognise such sales proceeds and the associated cost in the income statement;
  • in May 2020, the IASB issued amendments to IAS 37 Provisions, contingent liabilities and contingent assets, which specify what costs a company includes when assessing whether a contract will be loss-making;
  • In May 2020, the IASB issued the Annual Improvements to IFRSs 2018 - 2020 Cycle. The improvements amended four standards with an effective date of January 1, 2022: (i) IFRS 1 - First-time Adoption of International Financial Reporting Standards, in relation to whether a subsidiary can measure cumulative translation differences using the amounts reported by its parent, (ii) IFRS 9 - Financial Instruments, in relation to what consideration an entity includes when applying the "10 percent" test for derecognition of financial liabilities, (iii) IAS 41 - Agriculture, in relation to the exclusion of tax cash flows in measuring the fair value of a biological asset, and (iv) IFRS 16 - Leases, in relation to an illustrative example of repayment for leasehold improvements.

These amendments did not result in any noteworthy impacts on the Condensed Consolidated Half-Year 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 Half-Year 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 Approved by the
EU
Effective date
Amendments to IFRS 17 (Insurance
contracts): First application of IFRS 17
NO January 1, 2023
and IFRS 9 - Comparative information
Amendments to IAS 1 Presentation of the
Financial Statements: classification of NO January 1, 2023
liabilities as current or non-current
Amendments to IAS 12 Income taxes:
deferred taxes relating to assets and
liabilities deriving from a "Single NO January 1, 2023
Transaction"

Accounting standards issued by the IASB but not applied in advance by the Group

At the date of approval of these Condensed Consolidated Half-Year Financial Statements, the competent bodies of the European Union have approved the adoption of the following accounting standards and amendments, which have not been adopted in advance by the Group.

Accounting principle/amendment Approved by the
EU
Effective date
IFRS 17 (Insurance contracts), including
amendments to IFRS 17
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

No impacts are expected on the Group's Condensed Consolidated Half-Year Financial Statements, from the future application of these accounting standards or amendments.

2.4 Structure, content and consolidation methods

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

As of June 30, 2022, 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 its carrying amount to reflect the investor's share of the related company's profits or losses after the acquisition date.

The companies included in the consolidation scope at June 30, 2021 are as follows:

Company Registered office Currency Share capital as of 30.06.2022 % interest De Nora Group Consolidation
criterion
in local
currency
in Euro as of
30.06.2022
as of
31.12.2021
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 53,086,340.00 646,503.48 53.67% 53.67% line-by-line
*De Nora Permelec Ltd -
JAPAN:
2023-15 Endo,
Fujisawa City -
Kanagawa Pref. 252 -
JAPAN
JPY 90,000,000.00 635,862.65 100% 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 12,270.99 100% 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 1,781,750.91 100% 100% line
-by
-line
De Nora Elettrodi
(Suzhou) Ltd
- CHINA:
No. 113 Longtan
Road, Suzhou
Industrial Park
215126, CHINA
USD 25,259,666.00 24,318,538.56 100% 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 2,154,429.51 100% 100% line
-by
-line
*De Nora Glory
(Shanghai) Co Ltd
-
CHINA
No. 2277 Longyang
Rd. Unit 1605 Yongda
Int'l Plaza
- Shanghai
-
CHINA
CNY 1,000,000.00 143,628.63 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 ISIA S.r.l.
-
ITALY
Banchina Molini 8
-
30175 Venice
-
ITALY
Euro 200,000.00 200,000.00 100% 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 65,537.67 100% 100% 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
Business Park;
Tamworth,
Warwickshire
-
ENGLAND
GBP 7,597,918.00 8,853,318.57 100% 100% line
-by
-line
*De Nora Holding
s US
Inc.
– USA:
7590 Discovery Lane,
Concord, OH 4407
-
USA
USD 10.00 9.63 100% 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 968,500.19 932,415.70 100% 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 2,410,225.64 100% 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 1.17 100% 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 1,114,240.32 100% 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 3,348,175.60 100% 100% line-by-line
De Nora Italy Hydrogen
Technologies S.r.l -
ITALY
Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 10,000.00 10,000.00 90% - 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 500,000.00 124,539.20 34% 34% equity
*ThyssenKrupp Nucera
Japan Ltd. - JAPAN
Japan JPY 150,000,000.00 1,059,771.09 34% 34% equity
*ThyssenKrupp Uhde
Chlorine Engineers Co
Ltd - CHINA
China CNY 20,691,437.50 2,971,882.90 34% 34% equity
*ThyssenKrupp Nucera
USA Inc. - USA
USA USD 700,000.00 673,919.32 34% 34% equity
TK Nucera Management
AG
Germany Euro 50,000.00 50,000.00 34% - equity

It should be noted that the scope of consolidation as of June 30, 2022 has changed in relation to December 31, 2021 due to the following:

  • effective January 1, 2022, the subsidiary De Nora UV Technologies, LLC, was dissolved by transferring its net assets partly to De Nora Marine Technologies LLC and partly to De Nora Water Technologies LLC, to pursue a better organisation of the different businesses;
  • the incorporation, on May 27, 2022, of De Nora Italy Hydrogen Technologies S.r.l, based in Milan, a company 90% owned by Industrie De Nora S.p.A. and the remaining 10% by Snam S.p.A;
  • the new associated company TK Nucera Management AG, 34% owned by IDN S.p.A., was also incorporated during the first half of the year.

The following table shows the spot exchange rates, against the Euro, for the major currencies in which the Group operates, as of June 30, 2022 and December 31, 2021:

Exchange rate
at June 30,
2022
Exchange rate
at December
31, 2021
Currency
US Dollar 1.0387 1.1326
Japanese Yen 141.5400 130.38
Indian Rupee 82.113 84.2292
Chinese Yuan Renminbi 6.9624 7.1947
Brazilian Real 5.4229 6.3101
GB Pound 0.8582 0.8402

The following table shows the average exchange rates, against the Euro, for the major currencies in which the Group operates for the six-month periods ended June 30, 2022 and 2021:

Average exchange rate for
the first half-year ended
June 30
2022 2021
Currency
US Dollar 1.0932 1.2054
Japanese Yen 134.6147 129.8681
Indian Rupee 83.29386 88.4126
Chinese Yuan Renminbi 7.0882 7.7960
Brazilian Real 5.5555 6.4902
GB Pound 0.8430 0.8680

2.5 Accounting standards and criteria

The main recognition, classification and valuation criteria and accounting policies adopted for the preparation of the Condensed Consolidated Half-Year Financial Statements are uniform to those adopted for the preparation of the Consolidated Financial Statements as of December 31, 2021 to which reference is therefore made, except for the adaptations required by the nature of the interim reporting and the provisions contained in the following documents:

  • Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, contingent liabilities and contingent assets; and
  • Annual improvement cycle 2018-2020.

Both documents were issued by the IASB on May 14, 2020, and their provisions are effective for financial years beginning January 1, 2022.

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 on the basis of 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 Half-Year Financial Statements are consistent with the ones used for the preparation of the Consolidated Financial Statements as of December 31, 2021 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 June 30, 2022, the Group's main suppliers of strategic materials are located outside Russia. Group customers located in the area affected by the conflict accounted for 3.4% of Group revenues for the six months ended June 30, 2022 (1.2% for the year ended December 31, 2021). As of June 30, 2022, the exposure to Russian customers amounted to approximately Euro 4.2 million, of which Euro 2.6 million was collected in July; the remaining receivable, amounting to Euro 1.6 million, does not present at the moment a 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.

NOTES TO THE MAIN FINANCIAL STATEMENTS ITEMS - CONDENSED CONSOLIDATED HALF-YEAR INCOME STATEMENT

4. Revenues

The following table details revenues from contracts with customers by type for the six-month periods ended June 30, 2022 and 2021:

First Half-Year ended June
30,
2022 2021
(in € thousands)
Sales of electrodes 242,186 109,685
Sales of systems 18,062 15,142
After-market and other sales 120,629 100,556
Change in construction contracts 29,590 28,294
Total 410,467 253,677

Revenues for the six months ended June 30, 2022, amounted to Euro 410,467 thousand (Euro 253,677 thousand for the six months ended June 30, 2021). The increase of Euro 156,790 thousand (or +61.8%, +55% at constant exchange rates)3 can be attributed to an increase in volumes and, with reference to certain revenue lines, to an increase in prices applied to customers related to the increase in the purchase prices of raw materials and in particular of certain noble metals.

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

First Half-Year ended June
30,
2022 2021
(in € thousands)
Europe, Middle East, Africa and India (EMEIA) 128,959 64,801
North and South America (AMS) 141,541 76,739
Asia and South Pacific (ASIA) 139,967 112,137
Total 410,467 253,677

For the half-year ended June 30, 2022, 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 six months ended June 30, 2022, the Group had a positive change in inventories of semi-finished and finished products of Euro 14,485 thousand (Euro 15,454 thousand for the six months ended June 30, 2021).

6. Other income

The table below shows the detail of other income for the six-month periods ended June 30, 2022 and 2021:

First Half-Year ended June
30,
2022 2021
(in € thousands)
Sundry income 2,030 1,547
R&D grants 354 270
R&D income 85 71
Gain on sale of non-current assets 41 10
Insurance refund 30 74
Total 2,540 1,972

3 Determined by converting data in currencies other than the Euro for the six months ended June 30, 2022 at historical exchange rates for the six months ended June 30, 2021.

Other income mainly refers to income from ancillary operations.

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

The table below shows the cost for raw materials, consumables, supplies and goods for the six-month periods ended June 30, 2022 and 2021:

First Half-Year ended June
30,
2022 2021
(in € thousands)
Purchase of raw materials 172,781 157,439
Change in inventory (23,813) (70,942)
Purchase of semi-finished and finished goods 37,541 24,323
Purchase of consumables and supplies 6,938 7,539
Purchase of packaging material 793 674
Other purchases and related charges 44 (111)
(Capitalized costs) (4,625) (2,211)
Total 189,659 116,711

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

8. Personnel expense

The table below shows the detail of personnel expenses for the six-month periods ended June 30, 2022 and 2021:

First Half-Year ended June 30,
2022 2021
(in € thousands)
Wages and salaries 52,692 44,547
Management Incentive Plan 19,360 -
Social security contributions 11,115 9,619
Post-employment benefits and other pension plans 1,248 1,187
Other personnel net (income)/expenses 1,218 1,291
(Capitalized costs) (2,184) (1,855)
Total 83,449 54,789

Personnel expenses amounted to Euro 83,449 thousand for the six months ended June 30, 2022 (Euro 54,789 thousand for the six months ended June 30, 2021) with an increase compared to the six months of the previous year amounting to Euro 28.660 thousand, mainly due to the recognition of the cost related to MIP Incentive Plan.

The MIP Incentive Plan item refers to the costs related to the amendments made to the 2021 MIP Incentive Plan, as communicated by the Group to the beneficiaries on April 11, 2022, which provide, in the event of successful listing by December 31, 2022, among other things, (i) the modification of certain lock-up obligations with regard to certain categories of beneficiaries in relation to the ordinary shares resulting from the conversion of category C shares and category D shares granted to them under the 2021 MIP Plan, including the elimination of the "guaranteed minimum value" of the shares subject to lock-up, and (ii) the commitment to grant additional ordinary shares as compensation for the waivers listed on point (i). At the placement price a total of 10.676.594 ordinary shares have been granted to MIP beneficiaries.

The changes introduced resulted in an increase in the fair value of the incentive plan of Euro 19,360 thousand. Valuation of the incremental fair value as of the modification date (April 11, 2022) was carried out using an option pricing model methodology (Monte Carlo), based on the following parameters and assumptions:

  • o the enterprise value was determined according to the discounted cash flows methodology based on the business plan;
  • o the risk-free rate curve was determined using liquid interbank instruments;
  • o the probability of realisation of the exit event (listing) was estimated to be 90% by December 31, 2022; 5% by

December 31, 2023; 5% by December 31, 2024;

  • o volatility was estimated to be 19.4%, based on the historical series of the MSCI Chemicals Global Index;
  • o the dividend yield was estimated to be in the range of 1.03% to 0.93%.

The higher fair value, amounting to Euro 19,360 thousand, was accounted for in the second quarter as it accrued following the listing of the Company on June 30. The charge to the income statement accounted for in personnel expenses was recognised with a corresponding offset in Other reserves in equity.

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

"Other net personnel costs/(income)" amounting to Euro 1,218 thousand (Euro 1,291 thousand for the six months ended June 30, 2021), are mainly related to charges and incentives for termination of personnel, costs for medical and insurance coverage, and expatriate benefits.

The following table shows the average number of Group employees for the six-month periods ended June 30, 2022 and 2021.

First Half-Year ended June
30,
2022 2021
Average number of employees 1,777 1,643

9. Costs for services

The table below shows the detail of costs for services for the six-month periods ended June 30, 2022 and 2021:

First Half-Year ended June 30,
2022 2021
(in € thousands)
Outsourcing expenses 23,111 20,635
Consultancies
- Production and technical assistance 6,915 3,253
- Selling 166 115
- Legal, tax, administrative and ICT 8,898 4,183
- M&A and Business development 141 71
Utilities/Telephony 4,897 3,715
Maintenance 6,834 5,713
Travel expenses 3,072 1,479
R&D 545 257
Statutory auditors' fees 68 59
Insurance 1,748 1,189
Rents and other lease expenses 1,211 1,085
Commissions and royalties 3,643 1,516
Freight 5,030 3,522
Waste disposal, office cleaning and security 1,482 1,306
Promotional, advertising and marketing expenses 865 346
Patents and trademarks 713 461
Canteen, training and other personnel expenses 1,254 924
Other 6,763 2,835
(Capitalized costs) (7,857) (1,473)
Total 69,499 51,192

Costs for services amounted to Euro 69,499 thousand for the six months ended June 30, 2022 (Euro 51,192 thousand for the six months ended June 30, 2021) and mainly related to outsourcing expenses, consultancy, utilities, maintenance and transport costs.

Capitalised costs refer to costs incurred by the Group companies for the internal development of projects and products.

10. Other operating expenses

The table below shows the detail of other operating expenses for the six-month periods ended June 30, 2022 and 2021:

First Half-Year ended June 30,
2022 2021
(in € thousands)
Indirect taxes and duties 3,083 3,213
Losses on sale of non-current assets 196 730
Other miscellaneous expenses 1,151 1,172
Total 4,430 5,115

Other operating expenses amounted to Euro 4,430 thousand for the six months ended June 30, 2022 (Euro 5,115 thousand for the six months ended June 30, 2021).

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 six-month periods ended June 30, 2022, and 2021:

First Half-Year ended June 30,
2022
(in € thousands)
Net provisions for risks and charges 1,269 901
Net bad debt provision (306) (68)
Write downs/(Reinstatements) of Value of Property, Plant and Equipment 3,083 (132)
Total 4,046 701

The write-down of Euro 3,083 thousand refers to plant and machinery used in hydraulic fracturing activities (so-called Fracking) following the assessment of their effective utilization against current market prospects.

12. Finance income

The table below shows the detail of financial income for the six-month periods ended June 30, 2022, and 2021:

First Half-Year ended June 30,
2022 2021
(in € thousands)
Exchange rate gains 16,021 5,108
Fair value (positive) on financial instrument 5,256 1,466
Income from non-current financial assets 1 8
Financial income from banks/financial receivables 159 159
Interest on trade receivables - 2
Other finance income 46 73
Total 21,483 6,816

13. Finance expenses

The table below shows the detail of financial expenses for the six-month periods ended June 30, 2022, and 2021:

First Half-Year ended June 30,
2022 2021
(in € thousands)
Bank interest and interest on loans and borrowings 2,648 2,240
Exchange rate losses 10,316 1,947
Fair value (negative) on financial instruments 3,996 3,152
Finance expenses on personnel costs 133 76
Bank fees 434 268
Other finance expenses 272 240
Total 17,799 7,923

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 six-month periods ended June 30, 2022, and 2021.

For the six-month periods ended June 30, 2022, and June 30, 2021, 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 six-month periods ended June 30, 2022, and 2021:

First Half-Year ended June 30,
2022 2021
(in € thousands)
Current taxes 23,044 11,198
Deferred taxes (2,658) (2,691)
Prior years taxes 863 53
Total 21,249 8,560

15. Earnings per share

On June 30, 2022 the structure of the share capital of Industrie De Nora S.p.A. was changed (see note 26 for further details) and now it includes ordinary 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 period ended June 30, 2022, and 2021.

First Half-Year ended June
30,
2022 2021
Profit for the period attributable to shareholders of the parent company distributable to shareholders A, B
and C (for the first half-year ended June 30, 2021) and ordinary shareholders (for the first half.year ended
39,918 23,359
June 30,2022) (in € thousands)
Weighted average number of ordinary shares for basic earnings per share 178,485,291 175,753,187
Basic and diluted earnings per share (ordinary in Euro) 0.22 -
Basic and diluted earnings per share (A, B, C shares) - 0.13
First Half-Year ended June 30,
2022 2021
Profit for the period attributable to shareholders D owners of
-
0,01
the parent (in € thousands)
Weighted average number of ordinary shares (category D) for
-
535
basic earnings per share
Basic and diluted earnings per share (D shares)
-
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 six months ended June 30, 2022:

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, 2021 63,226 14,253 34,921 47,909 50,362 15,909 8,376 14,855 249,811
Increase - 189 64 - - - - 3,223 3,477
Decrease - - - - - - - - -
Impairment - - - - - - - - -
Reclassif./Other movements - 202 693 6 - 1,922 - (2,149) 673
Exchange rate difference 5,486 (130) 947 (4) 3,209 1,170 458 343 11,479
Historical cost at June 30, 2022 68,712 14,515 36,625 47,911 53,571 19,000 8,835 16,272 265,440
Accumulated amortization as of - 12,460 25,866 31,229 35,991 6,744 4,716 - 117,006
December 31, 2021
Increase - 525 1,491 800 574 907 200 - 4,498
Decrease - - - - - - - - -
Reclassif./Other movements - - - 5 - - - - 5
Exchange rate difference - (80) 429 610 2,701 360 259 - 4,279
Accumulated amortization as of - 12,906 27,786 32,644 39,266 8,011 5,175 0 125,788
June 30, 2022
Net book value as of December 31, 63,226 1,793 9,055 16,680 14,371 9,165 3,660 14,855 132,805
2021
Net book value as of June 30, 2022 68,712 1,609 8,839 15,267 14,305 10,989 3,660 16,272 139,652

Investments amounting to Euro 3,477 thousand for the six months ended June 30, 2022, mainly refer to:

  • (i) industrial patent rights and intellectual property rights for Euro 189 thousand, mainly attributable to the registration and acquisition of industrial patents in Italy;
  • (ii) intangible assets under construction amounting to Euro 3,223 thousand, relating to: Euro 316 thousand for industrial patent rights and intellectual property rights attributable to the registration and acquisition of industrial patents, mainly in Japan; Euro 1,229 thousand for concessions, licenses and trademarks mainly related to the implementation of the SAP management system and other ICT systems; and Euro 1,678 thousand related to other intangible assets mainly regarding product development costs of 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 six months ended June 30, 2022:

Land Building
s
Plant and
Machinery
Other
assets
Leased assets Right of use of
PPE:
(in € thousands)
- of which
Buildings
- of
which
Other
assets
Assets under
construction and
advance
payments
Total
property,
plant and
equipment
Historical cost as of December 31, 30,314 90,584 101,161 18,794 122,305 8,079 6,050 2,029 4,474 375,711
2021
Increase - 185 398 201 5,081 664 606 58 5,863 12,392
Decrease - - (546) (55) (326) (962) (907) (56) (90) (1,979)
Impairment - - (3,083) - - - - - - (3,083)
Reclassif./Other movements - 284 634 192 (319) - - - (1,676) (885)
Exchange rate difference (1,553) 2,613 2,194 223 (4,189) 241 184 57 391 (80)
Historical cost at June 30, 2022 28,761 93,667 100,758 19,356 122,551 8,022 5,933 2,087 8,962 382,076
Accumulated depreciation as of 10 35,143 57,804 14,801 97,198 3,127 1,887 1,240 - 208,083
December 31, 2021
Increase - 1,567 3,354 584 2,711 847 579 268 - 9,062
Decrease - - (418) (51) (261) (178) (171) (6) - (907)
Impairment - - - - - - - - - -
Reclassif./Other movements - - (127) 284 (259) - - - - (103)
Exchange rate difference 1 457 1,188 120 (3,778) 120 76 44 - (1,891)
Accumulated amortization as of 11 37,167 61,801 15,738 95,610 3,916 2,371 1,545 - 214,243
June 30, 2022
Net book value as of December 31, 30,304 55,441 43,357 3,993 25,107 4,952 4,163 789 4,474 167,628
2021
Net book value as of June 30, 2022 28,750 56,500 38,957 3,619 26,941 4,105 3,562 542 8,962 167,833

Additions to property, plant and equipment, amounted to Euro 12,392 thousand for the six months ended June 30, 2022. 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 11,729 thousand and mainly refer to:

  • (iii)leased assets for Euro 5,081 thousand related to anodes to be leased within the Electrode Technologies business segment;
  • (iv) assets under construction and advance payments in the amount of Euro 5,863 thousand, with Euro 4,381 thousand for plant and machinery, Euro 796 thousand for buildings and Euro 686 thousand for other assets under construction. Among the most important investments are those related to; i) a project that includes both the upgrading of the production plant located in Germany for the purpose of electrode production of Alkaline Water Electolysis (AWE) technology and the design of new (greenfield) plants envisaged in the Company's business plan related to AWE technology; ii) new investments and extraordinary maintenance work on existing plant and machinery mainly in Germany, the United States, China, Italy, Brazil, Japan and India; iii) laboratory equipment to serve R&D activities in Italy mainly intended for alkaline water electrolysis (AWE) technology related to the Energy Transition business; iv) hardware related to the implementation of firewalls to improve the security of the Group's IT systems; and v) extraordinary maintenance work on buildings in Germany, the United States and Brazil.

The write-down of Euro 3,083 thousand refers to plant and machinery used in hydraulic fracturing activities (so-called Fracking) For further details see Note 11.

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").

As of June 30, 2022
(in € thousands)
Opening balance 121,785
Share of profits (losses) (5,551)
Other increases (decreases) 2,474
Closing balance 118,708
Investment % 34%

For the purpose of valuation of the investment using the equity method, result for the quarter ending as of March 31, 2022 were used in the absence of TK Nucera financial figures referring to a more recent date, taking into account the transactions or events that had a significant impact on the associated company in the April-June 2022 period, in accordance with IFRS (IAS 28, paragraph 34).

The share of loss for the period amounting to Euro 5.5 million includes the result of the associated company for the period January 1st 2022 – March 31st 2022 together with certain adjustments referring to the year ending December 31, 2021, and which became known only after the date of approval of the consolidated financial statements of Industrie De Nora S.p.A. as of December 31, 2021.

The following table shows the consolidated income statement and statement of financial position figures for TK Nucera for the 6-month period ended March 31, 2022 (a period that represents the second quarter of operations of the associate company since the business year of TK Nucera group companies runs from October 1 to September 30).

As of March 31
2021
(in € thousands)
Intangible assets 58,583
Property, plant and equipment 7,983
Deferred tax assets 12,582
Other non-current assets 625
Inventory 75,343
Trade receivables 29,474
Financial assets and other current receivables 265,275
Cash and cash equivalent 19,408
TOTAL ASSETS 469,273
Share Capital 100,000
Reserves 104,406
Deferred tax liabilities 13,642
Employees benefits 7,098
Financial liabilities 2,068
Other non current payables 2,818
Trade payables 44,360
Construction contracts and other current payables 194,881
TOTAL LIABILITIES AND EQUITY 469,273
For the period
ended March 31,
2022
(in € thousands)
Revenues 77,492
Operating costs (*) (78,052)
Finance income/ (expense) (321)
Income tax expense 270
Profit for the period (611)
Other components of the comprehensive income statement 1,040
Profit of the comprehensive income statement for the year 429

(*) For the 4-month period ended March 31, 2022 it includes depreciation and amortisation of Euro 930 thousand.

19. Financial assets, including derivatives

The table below shows the breakdown of non-current financial assets as of June 30, 2022 and December 31, 2021

As of June 30,
2022
As of
December 31,
2021
(in € thousands)
Non-current
Financial receivables 3,409 2,665
Investments in financial assets 2,839 2,756
Total 6,248 5,421

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 1,953 thousand as of June 30, 2022 (Euro 2,252 thousand as of December 31, 2021).

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 June 30, 2022 and December 31, 2021.

As of June 30,
2022
As of
December 31,
2021
(in € thousands)
Current
Financial receivables 10 1
Investments in financial assets 3,699 477
Fair value of derivatives 58
Total 3,767 478

Investments in financial assets relate primarily to investments subject to short-term time restrictions that can be liquidated at any time.

20. Other receivables

The following table shows the detail of the other receivables as of June 30, 2022 and December 31, 2021, broken down between current and non-current amounts:

As of June
30, 2022
As of
December
31, 2021
(in € thousands)
Non-current
Tax receivables 8,290 7,795
Other - third parties 2,499 2,461
Prepayments and accrued income 2 5
Related parties 52 52
Total 10,843 10,313
As of June
30, 2022
As of
December
31, 2021
(in € thousands)
Current
Tax receivables
8,020 10,492
Advances to suppliers 5,690 10,926
Other - third parties 2,526 1,597
Prepayments and accrued income 6,253 6,013
Total 22,489 29,028

As of June 30, 2022, other current and non-current receivables totalled Euro 33,332 thousand, (Euro 39,341 thousand as of December 31, 2021).

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 of Euro 6,790 thousand as of June 30, 2022 and Euro 9,825 thousand as of December 31, 2021.

21. Inventory

The table below shows the breakdown of inventories as of June 30, 2022 and December 31, 2021:

As of June 30,
2022
As of
December 31,
2021
(in € thousands)
Raw materials and consumables 141,541 115,225
Work in progress and semi-finished products 105,560 90,534
Finished products and goods 52,215 44,303
Goods in transit 6,436 4,933
Total gross inventories 305,752 254,995
Allowance for inventory write-down (22,313) (21,962)
Total Net inventories 283,439 233,033

Inventories, amounting to Euro 283,439 thousand, increased by a total of Euro 50,406 thousand, mainly as a result of an increase in raw materials and in particular in noble metals such as ruthenium and iridium used in production processes due to higher quantities in stock and to higher purchase prices.

Inventory is shown net of the write down provision equal to Euro 22,313 thousand at June 30, 2022 (Euro 21,962 thousand at December 31, 2021).

22. Current tax assets

Current tax assets amounted to Euro 20,562 thousand at June 30, 2022 (Euro 20,965 thousand at December 31, 2021) 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 June 30, 2022 and December 31, 2021.

As of June 30,
2022
As of
December 31,
2021
(in € thousands)
Current assets
Construction contracts 105,530 96,685
(Progress payments) (77,428) (73,402)
Provision for losses on construction contracts (1,301) (1,246)
Total 26,801 22,037
Current liabilities
Construction contracts 71,963 81,846
(Progress payments) (78,909) (91,532)
Total (6,946) (9,686)
Total Construction contracts (net of advances) 19,855 12,351

Construction contracts (net of contractual advances) amounted to Euro 19,855 thousand at June 30, 2022, an increase from Euro 12,351 thousand as of December 31, 2021, 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 June 30, 2022 and December 31, 2021.

As of June 30,
2022
As of
December 31,
2021
(in € thousands)
Current
Third parties 148,304 125,724
Related parties 18,943 21,637
Bad debt reserve (7,693) (7,387)
Total 159,554 139,974

Trade receivables derive from sales transactions and the provision of services and amounted, at June 30, 2022, to Euro 159,554 thousand (Euro 139,974 thousand at December 31, 2021).

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 provision

As of June 30,
2022
(in € thousands)
Current
Balance as of December 31, 2021 7,387
Change in scope of consolidation -
Accruals of the year 239
Utilisation and releases of the year (750)
Reclassifications/other changes 494
Exchange rate difference 323
Balance as of June 30, 2022 7,693

25. Cash and cash equivalents

The table below provides a breakdown of cash and cash equivalents as of June 30, 2022 and December 31, 2021

As of June
30, 2022
As of
December
31, 2021
(in € thousands)
Bank and postal accounts 276,411 72,555
Cash on hand 36 36
Deposit accounts 2,893 1,252
Cash and cash equivalents 279,340 73,843

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 recognised on accrual basis.

Cash and cash equivalents, amounting to Euro 279,340 thousand as of June 30, 2022, increased by Euro 205,497 thousand compared to December 31, 2021, mainly due to the capital increase executed on June 30, 2022 following the issuance of 14,814,814 new shares offered by Industrie De Nora S.p.A. at the time of listing. Please refer to Note 26 Equity for more details

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 June 30, 2022 is Euro 704,319 thousand, up from Euro 453,962 thousand as of December 31, 2021.

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

Changes in equity for the six-month periods ended June 30, 2022 and June 30, 2021 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

To service the institutional placement of Industrie De Nora S.p.A.'s ordinary shares on Euronext Milan, which took place on June 30, 2022, the Company issued 14,814,814 new shares offered in the placement at a price of Euro 13.50 per share. Therefore, a total capital increase of Euro 199,999,989.00 was realised, including Euro 1,481,481.30 as share capital increase and Euro 198,518,507.70 as share premium.

The certificate pursuant to Article 2444 of the Italian Civil Code regarding the amount of the share capital was filed with the Milan Company Registry on June 30, 2022, with the updated Company's Articles of Association. The current composition of the share capital of Industrie De Nora S.p.A. is shown below:

Share capital as of June 30, 2022
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 June 30, 2022, amounted to Euro 415,973 thousand (Euro 338,705 thousand as of December 31, 2021), a net increase of Euro 77,268 thousand over December 31, 2021, including:

  • Euro 66,696 thousand increase due to the allocation of the previous year's results pertaining to the parent company shareholders;
  • Euro 20,000 thousand reduction as a result of the dividend distributed by the Company during the six-month period;

  • Euro 3,419 thousand reduction for placement fees and other listing-related costs recognised as a direct reduction in Other Reserves in equity;

  • Euro 19,360 thousand increase in Other Reserves, related to the MIP Incentive Plan, the charge for which was recorded in the income statement under personnel costs;
  • Euro 14,631 thousand increase due to the effect of the other components of the comprehensive income statement for the period, of which Euro 10,159 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 June 30, 2022 and December 31, 2021:

As of June
30, 2022
As of
December
31, 2021
(in € thousands)
Share capital and reserves 3,503 3,518
Profit/(Loss) for the period (185) (251)
Components of the comprehensive income statement (OCI) (OCI) 52 236
Total 3,370 3,503

27. Employee Benefits

Employee benefits at June 30, 2022 amount to Euro 20.764 thousand (Euro 26.036 thousand at December 31, 2021). The decrease is mainly due to the change in actuarial assumptions used for the calculation for the various group companies, most significantly in Italy and Germany.

Here below the main actuarial assumptions of the two countries at June 30, 2022 and December 31, 2021.

As of June 30, 2022 As of December 31, 2021
Italy Germany Italy Germany
Annual discount rate (* 3.22% 3.40% 0.98% 1.25%
Annual inflation rate 2.10% N/A 1.75% N/A
Annual increase in obligation 3.08% 1.75% 2.81% 1.75%
Annual rate of salary increase 2.10% 2.00% 1.75% 2.00%

28. Provisions for risks and charges

The following table shows the composition and movements of the provisions for risks and charges as of June 30, 2022 and December 31, 2021.

As of June
30, 2022
As of
December
31, 2021
(in € thousands)
Non-current
Provision for contractual warranties 251 219
Provision for other risks 2,572 2,117
Total 2,823 2,336
Current
Provision for contractual warranties 9,429 9,313
Provision for other risks 8,544 9,456
Total 17,973 18,769
Total provisions for risks and charges 20,796 21,105

Provisions for risks and charges mainly include: (i) the provision for miscellaneous risks, amounting to Euro 11,116 thousand as of June 30, 2022, and Euro 11,573 thousand as of December 31, 2021; 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 9,680 thousand as of June 30, 2022, and Euro 9,532 thousand as of December 31, 2021.

Changes for the period ended June 30, 2022 were as follows:

Provision for
contractual
warranties
Provision for
other risks
(in € thousands)
Balance as of December 31, 2021 9,531 11,574
Accruals of the year 1,150 1,240
Utilization and releases of the year (948) (668)
Exchange rate differences (54) (1,030)
Balance as of June 30, 2022 9,680 11,116

29. Financial liabilities

The following table shows the detail of financial liabilities as of June 30, 2022 and December 31, 2021.

As of June
30, 2022
As of
December
31, 2021
Non-current (in € thousands)
Bank loans and borrowings 264,826 -
Lease payables 2,846 3,784
Total 267,672 3,784
Current
Bank overdrafts 232 36
Bank loans and borrowings 32,351 256,101
Lease payables 1,500 1,637
Fair value of derivatives 393 1,589
Total 34,476 259,363
Total financial liabilities 302,148 263,147

Bank loans and borrowings

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

As of June 30, 2022 As of December 31, 2021
Non
Current
Current Total Non
Current
Current Total
(in € thousands)
New Pool Loan (IDN) 178,648 - 178,648 - - -
New Pool Loan (De Nora Holdings
US Inc)
86,178 - 86,178 - - -
BPER Loan (IDN) - 15,003 15,003 - 15,003 15,003
Sumitomo Mitsui Banking Co.
(De Nora Permelec Ltd)
- 15,543 15,543 - - -
Short term loans (De Nora Brazil) - 1,805 1,805 - 1,664 1,664
Overdrafts and financial accrued
expenses
- 232 232 - 37 37
Pool Loan (IDN) - - - - 119,860 119,860
Pool Loan (IDN) (De Nora
Holdings US Inc)
- - - - 33,508 33,508
UniCredit Loan (IDN) - - - - 40,001 40,001
BNL Loan (IDN) - - - - 31,059 31,059
BPM Loan (IDN) - - - - 15,005 15,005
Total 264,826 32,583 297,409 - 256,137 256,137

As of June 30, 2022 and December 31, 2021, the fair value of payables to banks approximates their book value.

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

The original maturity date of these loans was July 19, 2022. However, on February 15, 2022, Banca Nazionale del Lavoro S.p.A., Banco BPM S.p.A., Intesa Sanpaolo S.p.A., Mediobanca - Banca di Credito Finanziario S.p.A., Mediobanca International (Luxembourg) S.A., UniCredit S.p.A. and Unicredit Bank AG - New York Branch, as lending banks, have signed and delivered to the Company and De Nora Holdings US, Inc. a Commitment Letter, governed by Italian law, by virtue of which the lending banks undertook to make available to the Company and De Nora Holdings US, Inc. certain credit lines and/or other forms of financing provided therein for a total amount of approximately Euro 200,000 thousand and USD 100,000 thousand, respectively, in accordance with the terms and conditions set forth in the Commitment Letter, and in the time frame and circumstances indicated therein. This financing, together with any cash available at Group level, will be used for the purposes of, inter alia, refinancing all or part of the Group's existing financial debt, including the financial debt deriving from syndicated loans, as well as to rationalise the Group's financial structure, raise the funds needed to support working capital requirements and develop the Group's business.

In light of the Group's financial needs, it was decided to prematurely close the pool loan maturing in July 2022 and propose to the same banking institutions, joined by Banco BPM, a bullet refinancing, with a maturity of 5 years, which was signed on May 5, 2022 and consists of two lines of Euro 200,000 thousand and USD 100,000 thousand, underwritten by Industrie De Nora S.p.A. and De Nora Holdings US, respectively. Corresponding to this medium-term loan, all further short-term loans of the parent company were repaid, with the sole exception of a Euro 15 million loan with Banco BPER.

The new pool loan considers interest rates parameterised to the 3- or 6-month Euribor for the Euro portion and to the SOFR for the USD portion, in addition to an initial margin that may change semi-annually, starting in January 2023, depending on the evolution of the Group's Leverage level: the initial margin currently in place is 1.15% for the Euro portion and 1.40% for the USD portion. The "leverage ratio," given by the ratio of consolidated net debt to consolidated EBITDA, is the only financial covenant included in the loan agreement, and it is agreed that it cannot exceed a value of 3.5 throughout the term of the agreement. At June 30, 2022 such covenant is largely met. Not meeting the financial covenant is considered a default or breach event. Specifically a default or breach event could lead to the possibility, at banks' discretion, to ask for the immediate repayment of the loan, unless the default situation is remedied according to the terms and conditions of the loan facility agreement, within 20 working days after the submission of such financial covenant.

BPER Loan (IDN)

The loan, initially extended until April 27, 2022 on the same terms, was extended until July 4, 2022 at a rate of 0.15%.

Sumitomo Mitsui Banking Co loan

The subsidiary De Nora Permelec Ltd signed a short-term loan with Sumitomo Mitsui Banking Co with a notional value of 2,500 million Japanese Yen (equivalent to Euro 18,200 thousand converted at the exchange rate on the date of signing) at an annual rate of 0.13%. On June 30, 2022, this loan was partially repaid for the amount of 300 million Japanese Yen (equivalent to Euro 2,120 thousand converted on the date of payment), and its remaining book value as of June 30, 2022 was Euro 15,543 thousand with a maturity date of July 29, 2022.

Fair value of hedging derivatives

Derivatives for hedging the fluctuation of the interest rate

As of June 30, 2022, there are no interest rate hedging derivatives because those related to the previous pool loan were fully closed in May 2022 when the loan was repaid in full.

Derivatives for hedging the fluctuation of the exchange rate

Exchange rate fluctuation hedging derivative instruments as of June 30, 2022 refer to currency derivative contracts for forward purchase and sale entered into by the Company for intercompany transactions. The Group has adopted the hedge accounting option. The fair value is determined using the forward exchange rate at the balance sheet date. As of June 30, 2022, this item amounted to Euro 393 thousand, while as of December 31, 2021, the fair value of these derivatives was Euro 914 thousand.

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 June 30, 2022 and figures as of December 31, 2021:

As of June
30, 2022
As of
December
31, 2021
(in € thousands)
A Cash 276,447 72,591
B Cash equivalents(*) 2,893 1,252
C Other current financial assets 3,767 478
D Liquidity (A + B + C) 283,107 74,321
E Current financial debt 32,641 256,812
F Current portion of non-current financial debt 1,500 1,637
G Current financial indebtedness (E + F) 34,141 258,449
- Of which secured 1,805 1,664
- Of which unsecured 32,336 256,785
H Net current financial indebtedness (G - D) (248,966) 184,128
I Non-current financial debt 267,672 3,784
J Debt instruments - -
K Non-current trade and other payables - -
L Non-current financial indebtedness (I + J + K) 267,672 3,784
- Of which secured - -
- Of which unsecured 267,672 3,784
M Net Financial Indebtedness - ESMA (H + L) 18,706 187,912

(*): these are temporary cash deployments made by some Group companies, mainly in India and Brazil, which can be readily liquidated and therefore without restrictions on their actual availability.

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 June 30, 2022 and December 31, 2021, is shown below:

As of June
30, 2022
As of
December
31, 2021
(in € thousands)
Net Financial Indebtedness - ESMA 18,706 187,912
Fair value of derivatives covering currency risks 335 914
Net Financial Indebtedness - De Nora 19,041 188,826

The reduction in Net Financial Indebtedness - ESMA as of June 30, 2022 compared to December 31, 2021, totalling Euro 169,206 thousand, is mainly attributable to the combined effect of the following factors:

  • (i) cash generated from operating activities amounting to Euro 11,807 thousand in the six months ended June 30, 2022;
  • (ii) cash received as a result of the capital increase to service the institutional placement of Industrie De Nora S.p.A.'s ordinary shares on Euronext Milan (Euro 196,840 thousand net of placement fees);

  • (iii) the liquidity absorbed by investment activities equal to Euro 15,091 thousand in the six months ended June 30, 2022;

  • (iv) dividend distribution during the six-month period amounting to Euro 20,000 thousand.

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 June 30, 2022:

As of June 30, 2022
Carrying Contractu Due date
amount al 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 297,409 299,230 32,583 266,647
Lease payables 4,346 4,346 1,500 785 635 930 496
Derivatives 393 393 393
Total Financial liabilities 302,148 303,969 34,476 785 635 267,577 496

* 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 date of stipulation of the loan agreement, are recognised 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 June 30, 2022 and December 31, 2021.

As of June 30,
2022
As of
December 31,
2021
(in € thousands)
Non-current
Third parties 217 177
Total 217 177
Current
Third parties 62,865 60,456
Related parties 678 969
Total 63,543 61,425
Total current payables 63,760 61,602

As of June 30, 2022, trade payables, between current and non-current portions, amounted to Euro 63,760 thousand (Euro 61,602 thousand as of December 31, 2021).

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 June 30, 2022 amounted to Euro 30,933 thousand (Euro 27,500 thousand as of December 31, 2021).

32. Other payables

The table below shows the detail of other payables as of June 30, 2022 and December 31, 2021.

As of June
30, 2022
As of
December
31, 2021
(in € thousands)
Non-current
Accrued expenses and deferred income 30 29
Payables to employees 876 865
Tax payables 270 248
Advances from customers 5 8
Other - third parties 542 545
Other - related parties 449 488
Total 2,172 2,183
Current
Advances from customers 32,524 34,791
Advances from related parties 23,367 25,722
Accrued expenses 6,423 5,897
Payables to employees 16,198 15,735
Social security payables 3,081 2,286
Withholding tax payables 1,303 1,063
VAT payables 1,815 2,327
Other tax payables 2,816 2,533
Other - third parties 837 1,888
Other - related parties 130 -
Total 88,494 92,242
Total Other payables 90,666 94,425

The decrease in advances from customers and related companies is mainly down to the execution of orders against which advances had been collected in the last months of the year ended December 31, 2021.

Payables to employees relate to amounts accrued but not yet liquidated, such as vacations and bonuses. Payables to employees as of June 30, 2022 include the provision related to the long-term incentive plan, which will be partly paid later in 2022 and partly paid in the following year.

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 formalised strategies, policies and procedures to ensure the identification, measurement and control of individual risks at centralised level for the entire Group.

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

  • identify and analyse the risks to which the Group is exposed;
  • define the organisational structure with the identification of the organisational 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 2021 Consolidated Financial Statements. Currently the Group is not hedging the interest rates on the new pool financing and is considering to hedge totally or partially such risk.

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 June 30, 2022
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
25 279,340 - - - 279,340 - - -
Trade and other
receivables
20-22-
24
213,448 - - - 213,448 - - -
Financial assets
including derivatives
19 3,419 6,538 58 - 10,015 6,538 58 -
Financial assets 496,207 6,538 58 - 502,803 6,538 58 -
Bank loans and borrowings 29 - - - (297,409) (297,409) - - -
Lease payables 29 - - - (4,346) (4,346) - - -
Trade and other payables 30-31-
32
- - - (185,359) (185,359) - - -
Derivatives 29 - - (393) - (393) - (393) -
Financial liabilities - - (393) (487,114) (487,507) - (393) -
Classification and
fair value as of
December 31, 2021
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 73,843 - - - 73,843 - - -
Trade and other
receivables
Financial assets
20-
22-24
200,280 - - - 200,280 - - -
including
derivatives
19 2,666 3,233 - - 5,899 3,233 - -
Financial assets 276,789 3,233 - - 280,022 3,233 - -
Bank loans and
borrowings
29 - - - (256,137) (256,137) - - -
Lease payables 29 - - - (5,421) (5,421) - - -
Trade and other payables 30-
31-32
- - - (183,527) (183,527) - - -
Derivatives
Financial liabilities
29 -
-
-
-
(1,589)
(1,589)
-
(445,085)
(1,589)
(446,674)
-
-
(1,589)
(1,589)
-
-

During the periods under review, the Group did not reclassify financial assets between the different categories.

Hierarchical scale of fair value

The following table shows the financial instruments recognised 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).

The financial instruments in these financial statements can be divided as follows:

As of June 30, 2022
Level 1 Level 2 Level 3
(in € thousands)
Fair value investments in financial assets 6,538
Net fair value of derivative instruments - (335) -
Total 6,538 (335) -
As of December 31, 2021
Level 1 Level 2 Level 3
(in € thousands)
Fair value investments in financial assets 3,233
Net fair value of derivative instruments - (1,589) -
Total 3,233 (1,589) -

During the periods under review, the Group did not make any changes regarding valuation techniques for financial instruments accounted for at fair value.

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 2022 financial year, while up to December 31, 2021, the related activities were included in the Electrode Technologies Business.

The following tables show the economic information by business segment for the six-month periods ended June 30, 2022 and 2021:

First Half-Year ended June 30, 2022
Group Total Electrode
Technologies
Segment
Water
Technologies
Segment
Energy
Transition
Segment
(in € thousands)
Revenue 410,467 227,952 175,650 6,865
Royalties and commissions (4,990) (4,039) (899) (52)
Cost of goods sold (249,226) (138,505) (105,834) (4,887)
Selling expenses (14,340) (4,482) (9,432) (426)
G&A expenses (22,821) (8,557) (13,490) (774)
R&D expenses (5,819) (1,134) (683) (4,002)
Other operating income (expenses) 148 34 28 86
Corporate expenses allocation to Business segments (14,460) (7,758) (6,460) (242)
Allocation MIP (19,360) (10,751) (8,285) (324)
EBITDA 79,599 52,760 30,595 (3,756)
Depreciation and amortization (13,560) - - -
Impairment (3,083) - - -
Provisions for risks (net of releases and utilizations) (107) - - -
Operating profit - EBIT 62,849 - - -
Share of profit of equity-accounted investees (5,551) - - -
Finance income 21,483 - - -
Finance expences (17,799) - - -
Profit before tax 60,982 - - -
Income tax expense (21,249) - - -
Profit for the period 39,733 - - -
First Half-Year ended June 30, 2021
Group Total Electrode Technologies
Segment
Water Technologies
Segment
(in € thousands)
Revenue 253,677 147,824 (*) 105,853
Royalties and commissions (2,783) (1,973) (810)
Cost of goods sold (160,783) (92,207) (68,576)
Selling expenses (11,809) (4,046) (7,763)
G&A expenses (19,557) (9,618) (9,939)
R&D expenses (4,658) (4,264) (394)
Other operating income (expenses) (323) (440) 116
Corporate expenses allocation to Business segments (10,845) (6,165) (4,680)
EBITDA 42,919 29,112 13,807
Depreciation and amortization (12,794) - -
Impairment 132 - -
Provisions for risks (net of releases and utilizations) (456) - -
Operating profit - EBIT 29,801 - -
Share of profit of equity-accounted investees 3,375 - -
Finance income 6,816 - -
Finance expences (7,923) - -
Profit before tax 32,069 - -
Income tax expense (8,560) - -
Profit for the period 23,509 - -

(*) 2021 half-year revenues of Electrode Technologies segment include Euro 3,007 thousand related to Energy Transition segment reported as a separate segment only starting from 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 June 30, 2022:

Group Total Electrode
Technologies
Segment
Water
Technologies
Segment
Energy
Transition
Segment
Activities
Corporate
(in € thousands)
First Half-Year ended
June 30, 2022
Property, plant and
equipment (**)
11,729 9,057 1,368 991 313
Intangible assets 3,477 545 1,930 - 1,002
Total Investment as of
2022
15,206 9,602 3,298 991 1,315

(**) 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 six-month periods ended June 30, 2022 and 2021, 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 64,668 thousand and Euro 41,002 thousand, respectively.

The table below shows the non-current assets, other than financial assets and deferred tax assets, by geographical area at June 30, 2022 and at December 31, 2022, allocated on the basis of the country in which the assets are located.

As of June 30, 2022
Italy EMEIA,
excluding Italy
APAC AMS Total
(in € thousands)
Intangible assets 14,507 4,242 17,220 103,683 139,652
Property, plant and equipment 25,149 19,791 63,537 59,356 167,833
Other receivables 10,085 14 681 63 10,843
Total 49,741 24,047 81,438 163,102 318,328
As of December, 2021
Italy EMEIA,
excluding Italy
APAC AMS Total
(in € thousands)
Intangible assets 13,208 4,486 19,364 95,747 132,805
Property, plant and equipment 24,147 19,225 65,884 58,371 167,627
Other receivables 9,427 2 717 167 10,313
Total 46,782 23,713 85,965 154,285 310,745

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 June 30 and December 31, 2021 (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 June 30, 2022 - - 52 52 10,843 0.5%
As of December 31, 2021 - - 52 52 10,313 0.5%
Current deferred tax assets
As of June 30, 2022 376 - - 376 20,562 1.8%
As of December 31, 2021 376 - - 376 20,965 1.8%
Current trade receivables
As of June 30, 2022 6 18,937 - 18,943 159,554 11.9%
As of December 31, 2021 11 21,626 - 21,637 139,974 15.5%
Other non-current payables
As of June 30, 2022 - 449 - 449 2,172 20.7%
As of December 31, 2021 - 488 - 488 2,183 22.4%
Current trade payables
As of June 30, 2022 50 585 43 678 63,543 1.1%
As of December 31, 2021 - 894 75 969 61,425 1.6%
Current deferred tax liabilities
As of June 30, 2022 1,786 - - 1,786 30,933 5.8%
As of December 31, 2021 1,786 - - 1,786 27,392 6.5%
Other current payables
As of June 30, 2022 - 23,367 - 23,367 88,494 26.4%
As of December 31, 2021 - 25,722 - 25,722 92,242 27.9%

Balance sheet amounts with the Parent Company mainly relate to current tax assets of Euro 376 thousand and current income tax payables of Euro 1,786 thousand, both as of June 30, 2022 and December 31, 2021. These balances correspond to the national tax consolidation agreement between the Company, De Nora Italy S.r.l., De Nora Water Technology Italy S.r.l., Capannoni S.r.l. and the Parent Company, originally signed in 2016 and discontinued on June 30, 2022 because, following the changes in the shareholding structure of Industrie De Nora S.p.A. resulting from the listing on the Stock Exchange, the requirements to maintain it have ceased to exist.

Balance sheet amounts with Associated Companies mainly correspond to current trade receivables equal to Euro 18,937 thousand and Euro 21,626 thousand, respectively at June 30, 2022 and at December 31, 2021, 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 23,367 thousand and Euro 25,722 thousand as of June 30, 2022 and December 31, 2021, 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 six-month periods ended June 30, 2022 and 2021 (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
First Half-Year ended June 30. 2022 - 64.668 - 64.668 410.467 15.8%
First Half-Year ended June 30. 2021 - 41.000 - 41.000 253.677 16.2%
Other income
First Half-Year ended June 30. 2022 25 364 389 2.540 15.3%
First Half-Year ended June 30. 2021 26 375 - 401 1.972 20.3%
Costs for raw materials. consumables. supplies and goods
First Half-Year ended June 30. 2022 - 488 488 189.659 0.3%
First Half-Year ended June 30. 2021 - 124 - 124 116.711 0.1%
Costs for services
First Half-Year ended June 30. 2022 41 54 47 142 69.499 0.2%
First Half-Year ended June 30. 2021 41 124 146 311 51.192 0.6%
Personnel expenses
First Half-Year ended June 30. 2022 - - 55 55 83.449 0.1%
First Half-Year ended June 30. 2021 - - 55 55 54.789 0.1%

The economic relations with the Associated Companies mainly relate to revenues, amounting to Euro 64,668 thousand and Euro 41,000 thousand, for the six-month periods ended June 30, 2022 and 2021, respectively, mainly concerning the sale of electrodes under the "Tool Manufacturing and Services Agreement" mentioned above.

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 recognised compensation to Top Management for the amount of Euro 20,204 thousand and Euro 2,375 thousand for the six-month periods ended June 30, 2022 and 2021, respectively. The payable in relation to Top Management amounted to Euro 730 thousand and Euro 693 thousand as of June 30, 2022 and 2021, respectively.

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

First Half-Year ended June 30
2022
2021
(in € thousands)
Short-term employee benefits 2,341 2,189
Post-employment benefits 184 186
Other long-term benefits - -
Termination benefits; - -
Share-based payment 17,679 -
Total 20,204 2,375

In the six-month period ended June 30, 2022, the Group has accounted for fees to the members of the Board of Directors for Euro 340 thousand (unchanged from the six-month period ended June 30, 2021) of which Euro 173 thousand not yet settled as of June 30, 2022.

Top Management compensation represents 24.6% of the total personnel expense for the six-month period ended June 30, 2022 (5% for the six-month period ended June 30, 2021).

G. NON RECURRING EVENTS

According to Consob Communication n. DEM/6064293 del 28 July 2006, below are reported the information related to the impact of non-recurring events and operations of the period on economic and financial results of the Group.

Profit (loss) for
the year
Equity Cash Flows
(in € thousands)
Personnel expenses - Management Incentive Plan (19,360) - -

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 7 million at June 30, 2022.

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

On July 15, the European Commission approved funding of up to Euro 5.4 billion for major projects of common European interest (IPCEI Hy2Tech) to contribute to research, innovation and development activities along the entire green hydrogen technology chain. Funding will be directed to 41 projects developed by 35 companies in 15 countries. These include De Nora Italy Hydrogen Technologies S.r.l. (a company 90% owned by De Nora and 10% owned by Snam S.p.A.) for the project to develop the gigafactory for the production of electrolyzers for green hydrogen production.

On July 20, 2022, a notice was sent to the pool of banks for the Senior Facilities Agreement, signed in May 2022, to cancel the remaining undrawn portion of the two lines of financing, amounting to Euro 20 million and USD 10 million, respectively. This cancellation is effective as of July 27, 2022. The aforementioned financing will thus total Euro 180 million and USD 90 million.

Milan, August 3, 2022

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

Attestation of the half-year Report as of June 2022 of Industrie De Nora S.p.A. in accordance with Article 81-ter of CONSOB Regulation No. 11971 of May 14, 1999 and subsequent amendments and additions

The undersigned Paolo Enrico Dellachà and Matteo Lodrini respectively Chief Executive Officer and Principal Financial Officer of Industrie De Nora S.p.A. (the Company) declare, also considering the provisions of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:

  • the adequacy in relation to the Company's characteristics, and
  • the operating effectiveness

of the financial and accounting procedures for the preparation of the Condensed Consolidated Half-Year Financial Statements as of June 30, 2022 of Industrie De Nora S.p.A., during the first half of 2022.

No significant issues have arisen in this regard.

The undersigned also certify that the Condensed Consolidated Half-Year Financial Statements as of June 30, 2022:

  • have been prepared in accordance with International Financial Reporting Standards as endorsed by the European Community pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
  • corresponds to the results in the books and records;
  • are suitable for giving a true and fair view of the financial and economic position of the listed Company and the companies included in the scope of consolidation.

The interim management provides a reliable analysis of the significant events occurred in the first six months of the year and their incidence on the condensed consolidated half-year financial statements, as well as a description of the principal risks and uncertainties for the remaining six months of the year. The interim management report also includes a reliable analysis of the information regarding relevant transactions with related parties.

Milan, August 3 2022

Chief Executive Officer Principal Financial Officer
………………………… …………………………

REVIEW REPORT ON CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS

To the shareholders of Industrie De Nora SpA

Foreword

We have reviewed the accompanying condensed consolidated half-year financial statements of Industrie De Nora SpA and its subsidiaries (the De Nora Group) as of 30 June 2022, comprising the interim consolidated statement of financial position, income statement, statement of comprehensive income, statement of changes in the net consolidated equity, statement of cashflows and related notes. The directors of Industrie De NoraSpA are responsible for the preparation of the condensed consolidated interim financial statements in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these condensed consolidated interim financial statements based on our review.

Scope of Review

We conducted our work in accordance with the criteria for a review recommended by Consob in Resolution No. 10867 of 31 July 1997. A review of condensed consolidated interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a fullscope audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed consolidated interim financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated half-year financial statements of De Nora Group as of 30 June 2022 are not prepared, in all material respects, in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union.

Other Matters

The comparative data included in the condensed consolidated interim financial statements as of 30 June 2022 and related to six-month period ended 30 June 2021 were not audited or reviewed.

Milan, 3 August 2022

PricewaterhouseCoopers SpA

Signed by

Francesco Ronco (Partner)

This report has been translated into English from the Italian original solely for the convenience of international readers

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