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Recordati Industria Chimica e Farmaceutica

Quarterly Report May 7, 2020

4056_rns_2020-05-07_ede88b7a-5da1-4e76-96d6-9f0dd597dcba.pdf

Quarterly Report

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INTERIM REPORT FIRST QUARTER 2020

INDEX

Page
MANAGEMENT REVIEW 3
Highlights 3
Corporate development new 4
Review of operations 5
Financial review 10
Business outlook 13
CONSOLIDATED FINANCIAL STATEMENTS AT 31 MARZO 2020 14
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20
DECLARATION BY THE MANAGER RESPONSIBLE
FOR PREPARING THE COMPANY'S FINANCIAL REPORTS
44

MANAGEMENT REVIEW HIGHLIGHTS

First quarter 2020

REVENUE

€ (thousands) First quarter First quarter Change
2020 % 2019 % 2020/2019 %
Total revenue 429,235 100.0 382,990 100.0 46,245 12.1
Italy 81,536 19.0 82,223 21.5 (687) (0.8)
International 347,699 81.0 300,767 78.5 46,932 15.6

KEY CONSOLIDATED P&L DATA

€ (thousands) First quarter
2020
% of
revenue
First quarter
2019
% of
revenue
Change
2020/2019
%
Revenue 429,235 100.0 382,990 100.0 46,245 12.1
EBITDA(1) 172,872 40.3 143,939 37.6 28,933 20.1
Operating income 148,426 34.6 126,010 32.9 22,416 17.8
Net income 111,195 25.9 92,112 24.1 19,083 20.7
Adjusted net income(2) 125,175 29.2 101,364 26,5 23,811 23.5

(1) Net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and non‐recurring items.

(2) Net income excluding amortization and write‐down of intangible assets (except software) and goodwill, and non‐recurring items, net of tax effects.

KEY CONSOLIDATED B/S DATA

€ (thousands) 31 March 31 December Change %
2020 2019 2020/2019
Net financial position(3) (880,773) (902,681) 21,908 (2.4)
Shareholders' equity 1,242,913 1,198,811 44,102 3.7

(3) Short‐term financial investments, cash and cash equivalents, less bank overdrafts and loans which include the measurement at fair value of hedging derivatives.

The first quarter of 2020 saw the onset of the COVID‐19 pandemic in all geographical areas in which the Group operates. In different ways in the various countries, restrictions were imposed on the movement of people, transport, production, commerce, which are still in place. Regarding the pharmaceutical industry instead, operations are allowed to continue in order to ensure the availability of drugs for the population. While complying with all the measures necessary to ensure the health safety of its personnel, Recordati has not interrupted its production and distribution activities and has adopted measures to guarantee the continued availability on the market of its products. As from the month of March, operations not requiring the physical presence of people are carried out normally in home working mode, while our medical representatives are no longer visiting doctors or hospitals so as to safeguard everybody's health and also to respect the medical assistance priorities of all healthcare workers, but they remain in contact, if possible, through alternative communication means. Furthermore, the Group has allocated € 5 million to contribute to the support of hospitals and health facilities in their fight against the epidemiologic emergency due to COVID‐19 in the areas most affected.

Notwithstanding the medical emergency and the restrictions implemented in all countries, the financial results obtained in the first quarter are very positive and confirm the continued growth of the Group. Consolidated revenue is € 429.2 million, up by 12.1% compared to the same period of the preceding year. International sales grow by

15.6%. The first quarter results include the benefit from accelerated stock building by wholesalers and pharmacies during the month of March to face the emergency in Italy as well as internationally, effect which is estimated to be of around € 20 million and which is expected to lead to de‐stocking in the second quarter. Even excluding this benefit the results are positive and in line with our expectations.

EBITDA is € 172.9 million, or at 40.3% of sales, an increase of 20.1% over the first quarter of 2019. In order to better represent the performance of the business, the definition of EBITDA, as from this quarter, has been integrated to exclude non‐recurring events. Non‐recurring costs in the first quarter 2020 relate to the COVID‐19 epidemiological emergency for an amount of € 2.0 million, while there were no non‐recurring charges in the first quarter of 2019.

Operating income, at 34.6% of sales, is € 148.4 million, an increase of 17.8% over the same period of the preceding year.

Net income, at 25.9% of sales, is € 111.2 million, an increase of 20.7% over the first quarter of 2019. Growth is due to the increase in operating income and the benefit from lower financial expenses and effective tax rate.

Given the increased amount of intangible assets on the Group's balance sheet and their amortization, in order to provide information in line with best practice in the sector and to allow comparability with other players, our report has been extended to include an additional performance measure, adjusted net income, which is net income excluding amortization and write‐down of intangible assets (except software) and goodwill, and non‐recurring items, net of tax effects. Adjusted net income is € 125.2 million, up by 23.5% over the first quarter of 2019, with a margin of 29.2% of sales.

These results reflect a business performance in line with expectations together with the benefit from accelerated sales during the month of March.

Net financial position at 31 March 2020 records a net debt of € 880.8 million compared to net debt of € 902.7 million at 31 December 2019. During the period a milestone of \$ 20,0 million was paid to Novartis following the European approval of Isturisa® and own shares were purchased for a total disbursement, net of disposals for the exercise of stock options, of € 44.0 million. Shareholders' equity is € 1,242.9 million.

CORPORATE DEVELOPMENT NEWS

In January the European Commission granted marketing authorisation for the orphan medicinal product Isturisa® (osilodrostat), indicated for the treatment of endogenous Cushing's syndrome (CS) in adults. In March, the FDA approved Isturisa® for the treatment of patients with Cushing's disease, for whom pituitary surgery is not an option or has not been curative, in the U.S.A.. Both the European Commission and the FDA confirmed the orphan drug status of Isturisa®. Also in March, the Japanese New Drug Application (JNDA) was submitted to the Ministry of Health, Labour and Welfare seeking marketing approval for osilodrostat.

The active substance of Isturisa® is osilodrostat, a cortisol synthesis inhibitor. Osilodrostat works by inhibiting 11‐ beta‐hydroxylase, an enzyme responsible for the final step of cortisol biosynthesis in the adrenal gland. The benefits of Isturisa® are its ability to control or normalise cortisol levels in adult CS patients with a manageable safety profile, making this product a valuable treatment option for patients with Cushing's syndrome. The data generated throughout the clinical program show that osilodrostat leads to normalisation of cortisol levels in the majority of patients, as well as improvement in multiple clinical features of the disease and quality of life, thereby providing significant clinical benefit in an area with unmet medical need. Particularly, in the LINC‐3 study a significantly higher

proportion of patients in the Isturisa® arm maintained normal mUFC at the end of the 8‐week randomised withdrawal period (week 34) versus placebo (86.1% vs 29.4%).

As per the agreement with Novartis, in the month of February the marketing authorizations for Signifor® and Signifor® LAR in the U.S. were transferred to Recordati Rare Diseases Inc. and direct marketing of these products on this market started.

REVIEW OF OPERATIONS

Net revenue in the first quarter of 2020 is € 429.2 million, up 12.1% over the same period of the preceding year, and includes revenue of € 14.7 million related to Signifor® and Signifor® LAR, which were consolidated starting 24 October 2019, in addition to an estimated negative currency exchange rate effect of € 0.1 million. Excluding these items growth would have been of 8.3%. International sales grow by 15.6% to € 347.7 million, which represent 81.0% of total sales. Sales in the first quarter include an estimate of around € 20 million of accelerated stock purchases by wholesalers and pharmacies to face the COVID‐19 emergency which are expected to lead to de‐ stocking in the second quarter.

* Excluding sales of pharmaceutical chemicals which are € 11.8 million, up by 0.6% and represent 2.7% of total revenue.

The Group's business is composed of two segments, that dedicated to specialty and primary care and the one dedicated to treatments for rare diseases, and is carried out directly in the main European markets, including Central and Eastern Europe, in Russia, Turkey, North Africa, the United States of America, Canada, Mexico, in some South American countries, in Japan and Australia through our own subsidiaries and in the rest of the world through licensing agreements with pharmaceutical companies of high standing.

The performance of products sold directly in more than one country (corporate products) during the first quarter of 2020 is shown in the table below.

€ (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
%
Zanidip® (lercanidipine) 40,668 37,413 3,255 8.7
Zanipress® (lercanidipine+enalapril) 14,868 14,213 655 4.6
Urorec® (silodosin) 27,056 27,847 (791) (2.8)
Livazo® (pitavastatin) 16,596 13,162 3,434 26.1
Seloken®/Seloken® ZOK/Logimax®
(metoprolol/metoprolol+felodipine)
30,314 23,040 7,274 31.6
Other corporate products* 91,754 79,704 12,050 15.1
Drugs for rare diseases 77,454 56,156 21,298 37.9

* Include the OTC corporate products for an amount of € 34.2 million in 2020 and € 31.1 million in 2019 (+10.0%).

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

€ (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
%
Direct sales 21,241 18,693 2,548 13.6
Sales to licensees 19,427 18,720 707 3.8
Total lercanidipine sales 40,668 37,413 3,255 8.7

Lercanidipine direct sales are up by 13.6% due to growth in most markets but mainly in Germany, Poland and Turkey as well as to the direct sales by our organizations now operational in the Nordic countries and in BeNeLux, areas where sales were previously realized by our licensees. Sales to licensees, which represent 47.8% of total lercanidipine sales, are up by 3.8%.

Zanipress® is an original specialty also indicated for the treatment of hypertension developed by Recordati which consists of a fixed combination of lercanidipine with enalapril. This product is successfully marketed directly by Recordati and/or by its licensees in 30 countries.

€ (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
%
Direct sales 13,243 12,122 1,121 9.2
Sales to licensees 1,625 2,091 (466) (22.3)
Total lercanidipine+enalapril sales 14,868 14,213 655 4.6

Direct sales of Zanipress® in the first quarter of 2020 are up by 9.2% due to the growth of sales in Turkey and Spain as well as to the direct to market handling by our own organization in France and BeNeLux of the sales that were previously realized by licensees. Sales to licensees represent 10.9% of total Zanipress® sales and are down by 22.3% mainly due to lower sales to licensees in France and Belgium.

Urorec® (silodosin) is a specialty indicated for the treatment of symptoms associated with benign prostatic hyperplasia (BPH). Currently the product is marketed in 40 countries with sales of € 27.1 million in the first quarter of 2020, down by 2.8% due to competition from generic versions of the product following the expiry of its marketing exclusivity, mainly in Italy, France, Spain and Germany. Urorec® is performing well in Turkey where generic versions are not present in the quarter.

Sales of Livazo® (pitavastatin), a statin indicated for the reduction of elevated total and LDL cholesterol, in Spain, Portugal, Ukraine, Greece, Switzerland, Russia, other C.I.S. countries and Turkey, are € 16.6 million in the first quarter of 2020, up by 26.1% due mainly to the performance of the product in Turkey, Spain, Portugal and Greece. In August 2020 the exclusivity covering the use of pitavastatin clinical data will expire and consequently generic versions of the product may enter the market.

Sales of Seloken®/Seloken® ZOK (metoprolol) and associated Logimax® fixed dose combination (metoprolol and felodipine), metoprolol based products belonging to the beta‐blocker class of drugs widely used in the treatment of various cardiovascular disorders, are of € 30.3 million in the first quarter of 2020, up by 31.6% compared to the same period of the preceding year thanks mainly to the growth of sales in Germany and in the Central and Eastern European countries.

In the first quarter of 2020 sales of other corporate products totaled € 91.8 million, up by 15.1% compared to the same period of the preceding year thanks mainly to the launch of Reagila® and to the good performance of Polydexa®, Isofra® and of the OTC products Procto‐Glyvenol® and the Hexa line. Other corporate products comprise both prescription and OTC products and are: Reagila® (cariprazine), Lomexin® (fenticonazole), Urispas® (flavoxate), Kentera® (oxybutynin transdermal patch), TransAct® LAT (flurbiprofen transdermal patch), Rupafin®/Wystamm® (rupatadine), Lopresor® (metoprolol), Procto‐Glyvenol® (tribenoside), Tergynan® (fixed association of anti‐ infectives) as well as CitraFleet®, Casenlax®, Fleet enema, Phosphosoda®, Reuflor®/Reuteri® (lactobacillus Reuteri) and Lacdigest® (tilactase), gastroenterological products, Polydexa®, Isofra® and Otofa®, ENT anti‐infective products, the Hexa line of products indicated for seasonal disorders of the upper respiratory tract, Abufene® and Muvagyn® for gynecological use, Virirec® (alprostadil) and Fortacin® (lidocaine+prilocaine) for male sexual disorders.

In the first quarter of 2020, our specialties indicated for the treatment of rare diseases, marketed directly throughout Europe, in the Middle East, in the U.S.A., Canada, Mexico, in some South American countries, in Japan and Australia, and through partners in other parts of the world, generated sales of € 77.5 million, up by 37.9%, and include revenues from Signifor® and Signifor® LAR for a total of € 14.7 million. Excluding the contribution from these products, acquired in 2019 and consolidated as from 24 October, the growth of the products for the treatment of rare diseases would have been 11.8%.

Sales of pharmaceutical chemicals, which comprise active substances produced in the Campoverde d'Aprilia plant for the international pharmaceutical industry, are € 11.8 million, up by 0.6%, and account for 2.7% of total sales.

The sales of the Recordati subsidiaries, which include the abovementioned product sales but exclude sales of pharmaceutical chemicals, are shown in the following table.

€ (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
%
Italy 78,581 80,155 (1,574) (2.0)
France 41,266 37,907 3,359 8.9
Germany 39,125 36,101 3,024 8.4
Russia, other C.I.S. countries and Ukraine 35,342 28,344 6,998 24.7
U.S.A. 31,888 26,336 5,552 21.1
Turkey 27,507 22,009 5,498 25.0
Spain 24,958 22,792 2,166 9.5
Portugal 13,065 11,011 2,054 18.7
Other C.E.E. countries 28,072 19,482 8,590 44.1
Other Western European countries 24,571 17,270 7,301 42.3
North Africa 12,021 11,404 617 5.4
Other international sales 61,041 58,446 2,595 4.4
Total pharmaceutical revenue* 417,437 371,257 46,180 12.4

* Both years include sales as well as other income and exclude sales of pharmaceutical chemicals.

Sales in countries affected by currency exchange oscillations are shown hereunder in their relative local currencies.

Local currency (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
%
Russia (RUB) 2,041,633 1,695,049 346,584 20.5
Turkey (TRY) 176,305 128,499 47,805 37.2
U.S.A. (USD) 35,162 29,912 5,250 17.6

Net revenues in Russia and in Turkey exclude sales of products for rare diseases.

Sales of pharmaceuticals in Italy are down by 2.0% compared to those of the same period of the preceding year mainly due to competition from generic versions of Peptazol® (pantoprazole), Lovinacor®/Rextat® (lovastatin) and Urorec®. Worth mentioning is the good performance of Reagila®, Cardicor® (bisoprolol), Aircort® (budesonide) Lercadip® (lercanidipine) and the OTC products as well as the significant growth of treatments for rare diseases that include the newly acquired endocrinology products Signifor® and Signifor® LAR.

Pharmaceutical sales in France are up by 8.9%. As in other countries this reflects accelerated sales to wholesalers and pharmacies due to the COVID‐19 epidemiological emergency as well as to the significant growth of treatments for rare diseases that include the newly acquired endocrinology products Signifor® and Signifor® LAR and to the sales performance of methadone and Ginkor®, that compensate for the negative impact from new rules introduced in January to incentivize the use of generics.

Sales in Germany are up by 8.4% compared with those of the same period of the preceding year. Worth mentioning is the performance of the metoprolol based products, Claversal® (mesalazina) and Mirfulan®, an OTC product, as well as the significant growth of treatments for rare diseases that include the newly acquired endocrinology products Signifor® and Signifor® LAR.

Revenue generated in Russia, Ukraine and in the countries within the Commonwealth of Independent States (C.I.S.) is € 35.3 million, up by 24.7% compared to the same period of the preceding year and includes estimated currency exchange gains of € 1.0 million. Sales in Russia, in local currency, are RUB 2,041.6 million, up by 20.5% compared to the same period of the preceding year. Worth mentioning is the significant growth of the corporate products

Polydexa®, Isofra®, Urorec®, Livazo®, Procto‐Glyvenol® and Zanidip®. Sales generated in Ukraine and in the C.I.S. countries, mainly Belarus, Kazakhstan and Armenia are growing and have reached € 7.4 million.

The Group's pharmaceutical business in the U.S.A. is dedicated to the marketing of products for the treatment of rare diseases. Sales in the first quarter of 2020 are € 31.9 million, up by 21.1% and include the contribution from the newly acquired endocrinology products Signifor® and Signifor® LAR. In local currency sales grow by 17.6%. The main products are Panhematin® (haemin for injection) for the amelioration of recurrent attacks of acute intermittent porphyria, Carbaglu® (carglumic acid), indicated for the treatment of acute hyperammonaemia associated with NAGS deficiency, Cystadane® (betaine anhydrous) indicated in the treatment of homocystinuria, Signifor® and Signifor® LAR (pasireotide) for the treatment of Cushing's disease and acromegaly and Cosmegen® (dactinomycin for injection) used in the treatment of three rare cancers.

Sales in Turkey are up by 25.0% and include a negative currency exchange effect estimated to be of € 2.7 million. In local currency sales of our Turkish subsidiary grow by 37.2% thanks to the good performance of all the corporate products, in particular Urorec®, Lercadip®, Livazo®, Zanipress®, and Procto‐Glyvenol®, as well as the local products Mictonorm® (propiverine), Cabral® (phenyramidol), Kreval® (butamirate citrate) and Aknetrent® (isotretinoin).

In Spain sales are € 25.0 million, up by 9.5% mainly due to the performance of Livazo®, Virirec®, Casenlax®, Citrafleet®, the launch of Reagila® and the significant growth of the treatments for rare diseases.

Sales in Portugal are up by 18.7% thanks mainly to the good performance of Livazo®, the launch of Reagila® and the significant sales growth of the treatments for rare diseases.

Sales in other Central and Eastern European countries include the sales of Recordati subsidiaries in Poland, the Czech Republic, Slovakia, Romania, Bulgaria and the Baltic countries, in addition to sales of rare disease treatments in this area as well as in Hungary. In the first quarter of 2020 overall sales are up by 44.1% thanks mainly to the growth of sales in Poland, the Czech Republic and Romania in addition to the entry into Bulgaria and the Baltic countries. The main products in the portfolios of these subsidiaries are those based on metoprolol. Sales of the treatments for rare diseases in these countries has doubled in the first quarter.

Sales in other countries in Western Europe, up by 42.3%, comprise sales of products for the treatment of rare diseases in these countries (+41.8%) and sales of specialty and primary care products generated by the Recordati subsidiaries in the United Kingdom, Ireland, Greece, Switzerland, in the Nordic countries (Finland, Sweden, Denmark, Norway and Iceland) and in BeNeLux. Sales are growing in all countries and the strong increase is to be attributed mainly to the direct commercialization of our corporate products by Recordati organizations in the Nordic countries and in BeNeLux where sales were previously made through licensees.

Sales in North Africa are € 12.0 million, up by 5.4%, in comparison with the same period of the preceding year, and comprise both the export sales generated by Laboratoires Bouchara Recordati in these territories, in particular in Algeria, and sales generated by Opalia Pharma, the Group's Tunisian subsidiary. Sales in Tunisia in the first quarter of 2020 are up by 10.0%.

Other international sales are up by 4.4% as compared to the same period of the preceding year and comprise the sales to, and other revenues from, our licensees for our corporate products, Laboratoires Bouchara Recordati's and Casen Recordati's export sales, as well as the sales of products for the treatment of rare diseases in the rest of the world. The increase is to be attributed mainly to the good sales performance of the treatments for rare diseases and particularly to the sales in Japan thanks to the contribution of Juxtapid®.

FINANCIAL REVIEW

INCOME STATEMENT

The following table shows the profit and loss accounts, including their expression as a percent of sales and change versus the first quarter of 2019:

€ (thousands) First quarter
2020
% of
revenue
First quarter
2019
% of
revenue
Change
2020/2019
%
Revenue 429,235 100.0 382,990 100.0 46,245 12.1
Cost of sales (125,511) (29.2) (116,466) (30.4) (9,045) 7.8
Gross profit 303,724 70.8 266,524 69.6 37,200 14.0
Selling expenses (99,854) (23.3) (94,563) (24.7) (5,291) 5.6
Research and development expenses (34,928) (8.1) (29,152) (7.6) (5,776) 19.8
General and administrative expenses (18,369) (4.3) (17,254) (4.5) (1,115) 6.5
Other income (expense), net (2,147) (0.5) 455 0.1 (2,602) n.s.
Operating income 148,426 34.6 126,010 32.9 22,416 17.8
Financial income (expense), net (2,896) (0.7) (3,991) (1.0) 1,095 (27.4)
Pretax income 145,530 33.9 122,019 31.9 23,511 19.3
Provision for income taxes (34,335) (8.0) (29,907) (7.8) (4,428) 14.8
Net income 111,195 25.9 92,112 24.1 19,083 20.7
Adjusted net income (1) 125,175 29.2 101,364 26.5 23,811 23.5
EBITDA(2) 172,872 40.3 143,939 37.6 28,933 20.1

(1) Net income excluding amortization and write‐down of intangible assets (except software) and goodwill, and non‐recurring items, net of tax effects.

(2) Net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and non‐recurring items.

Revenue for the period is € 429.2 million, an increase of € 46.2 million compared to the first quarter of 2019. For a detailed analysis please refer to the preceding "Review of Operations".

Gross profit is € 303.7 million with a margin of 70.8% on sales, an improvement compared to that of the same period of the preceding year due mainly to the growth of products with higher margins.

Selling expenses increase by 5.6% but decrease as a percent of revenue compared to the same period of the preceding year despite the reinforcement of the organization dedicated to rare diseases following the acquisition of new important products and the new commercial organizations in the Nordic countries, BeNeLux and the Baltic countries.

Research and development expenses are € 34.9 million, up by 19.8% compared to those recorded in the first quarter of the preceding year due to the advancement of new development programs and the amortization of the rights to the new products Signifor® and Signifor® LAR acquired from Novartis in October 2019.

General and administrative expenses are up by 6.5% but are reduced as percent of sales.

Other expense, net of other income, is € 2.1 million and includes costs of € 2.0 million related to the COVID‐19 epidemiological emergency, mainly composed of donations to hospitals.

EBITDA (net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and exceptional non‐recurring items), at 40.3% of sales, is € 172.9 million, an increase of 20.1% over the first quarter of 2019. Total depreciation and amortization charges, classified in the lines above, are € 22.4 million, of which amortization charges are € 16.0 million, an increase of € 3.9 million over the same period of the preceding year mainly resulting from the acquisition of the rights to Signifor® and Signifor® LAR from Novartis in October 2019 and depreciation charges are € 6.4 million, up by € 0.6 million compared to the first quarter of 2019. Costs related to non‐recurring events are those related to the COVID‐19 epidemiological emergency and are mainly donations to hospitals.

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

€ (thousands) First quarter
2020
First quarter
2019
Net income 111.195 92.112
Financial (income) expenses, net 2.896 3.991
Provision for income taxes 34.335 29.907
Depreciation, amortization and write‐downs 22.429 17.929
Non‐recurring items 2.017 0
EBITDA* 172.872 143.939

* Net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and non‐recurring items.

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

€ (migliaia) First quarter 2020 First quarter
2019
5B3Change
2020/2019
10B8%
Specialty and Primary Care segment 133,173 114,680 18,493 16.1
Rare diseases segment 39,699 29,259 10,440 35.7
Total EBITDA* 172,872 143,939 28,933 20.1

* Net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and non‐recurring items.

The margin of EBITDA on sales of Specialty and Primary Care products is of 37.9%, while that on sales of treatments for rare diseases is of 51.3%.

Net financial charges are € 2.9 million, a decrease of € 1.1 million compared to the same period of the preceding year due to the change in net interest on short‐term positions attributable mainly to the valuation of two loans between the Parent company and the US subsidiary Recordati Rare Diseases Inc. (stipulated in November 2016 for an overall amount of \$ 70 million and which correspond to the two tranches of the notes privately placed by the US subsidiary in 2013) and the relative cross‐currency swaps. Following the early reimbursement of the notes in the first half of 2019, the derivative financial instruments no longer qualify as hedging instruments and the gain due to their change in fair value is recognized to the profit and loss, net of the effect of the conversion of the loans to the current Euro/Dollar exchange rate, for an amount of € 1.9 million.

The effective tax rate during the period is 23.6%, lower than that of the same period of the preceding year due to the tax benefit provided by the so‐called "patent box". Following the agreement reached with the Italian tax authorities on 19 December 2019 which allows the Parent Company to benefit from a discount on taxable income connected with the direct use of intangible assets for the period 2015 to 2019, the Parent Company has decided to adhere – instead of renewing the agreement – to the new optional reverse charge mechanism provided for by art. 4 of the 30 April 2019 legislative decree number 34, and therefore determine directly in its tax returns the discount on taxable income provided by the "patent box" for the current year, using the same criteria agreed with the tax authorities for the preceding five‐year period and providing documentation supporting the calculation. The accrued benefit for the first quarter 2020, booked as a reduction in taxes, is € 1.6 million.

Net income is € 111.2 million, or 25.9% of sales, an increase of 20.7% over the same period of the preceding year thanks to the increase in operating income and the benefit from lower financial expenses and the reduction of the effective tax rate.

Adjusted net income is € 125.2 million and excludes amortization and write‐down of intangible assets (except software) and goodwill for an amount of € 15.9 million, and non‐recurring items for an amount of € 2.0 million, both net of tax effects.

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

€ (thousands) First quarter
2020
First quarter
2019
Net income 111,195 92,112
Amortization and write‐down of intangible assets (excluding software) 15,900 11,985
Tax effect (3,450) (2,733)
Non‐recurring items 2,017 0
Tax effect (487) 0
Adjusted net income* 125,175 101,364

* Net income excluding amortization and write‐down of intangible assets (except software) and goodwill, and non‐recurring items, net of tax effects.

NET FINANCIAL POSITION

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

€ (thousands) 31 March
2020
31 December
2019
52BChange
2019/2018
%
Cash and short‐term financial investments 196,089 187,923 8,166 4.3
Bank overdrafts and short‐term loans (9,192) (13,392) 4,200 (31.4)
Loans – due within one year(1) (137,057) (140,963) 3,906 (2.8)
Leasing liabilities – due within one year (8,395) (8,854) 459 (5.2)
Net liquid assets 41,445 24,714 16,731 67.7
Loans – due after one year(1) (904,590) (908,542) 3,952 (0.4)
Leasing liabilities – due after one year (17,628) (18,853) 1,225 (6.5)
Net financial position (880,773) (902,681) 21,908 (2.4)

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

At 31 March 2020 the net financial position shows a net debt of € 880.8 million compared to net debt of € 902.7 million at 31 December 2019. During the period a milestone of \$ 20.0 million was paid to Novartis following the marketing authorization for Isturisa® in Europe and € 2.5 million were paid to Helsinn according to the license agreement covering Ledaga®. Furthermore, own shares were purchased for a total, net of disposals, of € 44.0 million and dividends of € 3.1 million, which were pending collection in November, were paid.

RELATED PARTY TRANSACTIONS

The Group's direct controlling company is FIMEI S.p.A., headquartered in Milan, via Vecchio Politecnico 9, Italy, which since 2018 is owned by a consortium of investors controlled by CVC Capital Partners.

Tax receivables include an amount of € 31.7 million, computed by Recordati S.p.A. based on estimated taxable income, receivable from the controlling company FIMEI S.p.A. consequent to the participation in a tax consolidation grouping under tax laws in Italy. The amount includes the effect of the so‐called "patent box", for the part related to corporate tax, both relative to the years 2015‐2019, as agreed with the Italian tax authorities in December 2019, and to the first quarter 2020.

BUSINESS OUTLOOK

On 14 February the Company published its targets for 2020 which included, among others, net income of between € 360 and € 370 million compared to € 368.9 million in 2019 which included a non‐recurring benefit of € 27 million resulting from the so‐called Patent box fiscal benefit related to preceding years. The target for adjusted net income in 2020, that excludes amortization and write‐down of intangible assets (except software) and goodwill, as well as non‐recurring events, net of tax effects, would have been between € 408 and € 418 million, an increase over the € 383,0 million in 2019 according to the same definition.

The results for the first quarter are in line with expectations, and also benefit from accelerated stocking by wholesalers and pharmacies which resulted in higher sales, that are expected to be absorbed in the second quarter. In the face of the COVID‐19 epidemiological emergency the Group successfully implemented all the possible measures and initiatives to guarantee the supply of medicines for its patients and the safety of its employees. Given the complex and continuously evolving situation, possible future impacts are not for the moment entirely predictable but the Company expects EBITDA and adjusted net income to be in line with the lower limit of the target ranges announced in February.

Milan, 7 May 2020

on behalf of the Board of Directors the Chief Executive Officer Andrea Recordati

CONSOLIDATED FINANCIAL STATEMENTS AT 31 MARCH 2019

RECORDATI S.p.A. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

€ (thousands) (1) Note First quarter
2020
First quarter
2019
Revenue 3 429,235 382,990
Cost of sales 4 (125,511) (116,466)
Gross profit 303,724 266,524
Selling expenses 4 (99,854) (94,563)
Research and Development expenses 4 (34,928) (29,152)
General and Administrative expenses 4 (18,369) (17,254)
Other income (expense), net 4 (2,147) 455
Operating income 148,426 126,010
Financial income (expense), net 5 (2,896) (3,991)
Pretax income 145,530 122,019
Provision for income taxes 6 (34,335) (29,907)
Net income 111,195 92,112
Attributable to:
Equity holders of the parent 111,183 92,100
Non‐controlling interests 12 12
Earnings per share
Basic € 0.540 € 0.451
Diluted € 0.532 € 0.440

(1) Except for share and per‐share amounts.

Earnings per share (EPS) are based on average shares outstanding during each year, 205,786,745 in 2020 and 204,019,974 in 2019, net of average treasury stock which amounted to 3,338,411 shares in 2020 and to 5,105,182 shares in 2019.

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

CONSOLIDATED BALANCE SHEET

ASSETS
€ (thousands) Note 31 March 31 December
2020 2019
Non‐current assets
Property, plant and equipment 7 130,415 133,342
Intangible assets 8 1,157,390 1,161,760
Goodwill 9 570,518 577,973
Other investments 10 28,469 38,566
Other non‐current assets 11 16,291 16,426
Deferred tax assets 12 69,160 71,513
Total non‐current assets 1,972,243 1,999,580
Current assets
Inventories 13 224,549 226,885
Trade receivables 13 336,124 296,961
Other receivables 13 63,131 79,949
Other current assets 13 13,510 7,683
Fair value of hedging derivatives (cash flow hedge) 14 17,041 9,949
Short‐term financial investments, cash and cash equivalents 15 196,089 187,923
Total current assets 850,444 809,350

Total assets 2,822,687 2,808,930

CONSOLIDATED BALANCE SHEET

EQUITY AND LIABILITIES

€ (thousands) Note 31 March 31 December
2020 2019
Shareholders' equity
Share capital 26,141 26,141
Additional paid‐in capital 83,719 83,719
Treasury stock (132,460) (93,480)
Hedging reserve (cash flow hedge) (2,794) (5,357)
Translation reserve (164,084) (146,866)
Other reserves 54,847 64,651
Retained earnings 1,364,879 999,708
Net income for the period 111,183 368,825
Interim dividend (98,764) (98,764)
Shareholders' equity attributable to the holders of the Parent 1,242,667 1,198,577
Non‐controlling interests 246 234
Total shareholders' equity 16 1,242,913 1,198,811
Non‐current liabilities
Loans – due after one year 17 937,442 937,344
Staff leaving indemnities 18 20,430 20,557
Deferred tax liabilities 19 41,809 43,172
Other non‐current liabilities 20 21,511 22,292
Total non‐current liabilities 1,021,192 1,023,365
Current liabilities
Trade payables 21 156,152 175,481
Other payables 21 166,796 185,706
Tax liabilities 21 37,085 21,094
Other current liabilities 21 11,715 12,543
Provisions 21 17,065 17,933
Fair value of hedging derivatives (cash flow hedge) 22 15,125 10,788
Loans – due within one year 17 145,452 149,817
Bank overdrafts and short‐term loans 23 9,192 13,392
Total current liabilities 558,582 586,754
Total equity and liabilities 2,822,687 2,808,930

STATEMENT OF COMPREHENSIVE INCOME

€ (thousands) (1) First quarter First quarter
2020 2019
Net income for the period 111,195 92,112
Gains/(losses) on cash flow hedges, net of tax 2,563 (350)
Gains/(losses) on translation of foreign financial statements (17,218) 4,824
Gains/(losses) on equity‐accounted investees, net of tax (9,850) 600
Other changes, net of tax (234) 0
Income and expense for the period recognized directly in equity (24,739) 5,074
Comprehensive income for the period 86,456 97,186
Attributable to:
Equity holders of the parent 86,444 97,174
Non‐controlling interests 12 12
Per share data
Basic € 0.420 € 0.476
Diluted € 0.413 € 0.465

(1) Except for share and per‐share amounts.

Earnings per share (EPS) are based on average shares outstanding during each year, 205,786,745 in 2020 and 204,019,974 in 2019, net of average treasury stock which amounted to 3,338,411 shares in 2020 and to 5,105,182 shares in 2019.

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

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Attributable to equity holders of the Parent
€ (thousands) Share
capital
Additional
paid‐in
capital
Treasury
stock
Hedging
reserve
Translation
reserve
Other
reserves
Retained
earnings
Net income
for the
period
Interim
dividend
Non‐con‐
trolling
interests
Total
Balance at 31.12.2018* 26,141 83,719 (145,608) (8,399) (154,146) 43,081 897,990 312,376 (91,761) 193 963,586
Allocation of 2018 net
income:
‐ Retained earnings 312,376 (312,376) 0
Change in the reserve for
share based payments
1,325 438 1,763
Disposal of own shares 11,457 (6,679) 4,778
Other changes 1 1
Comprehensive income
for the period
(350) 4,824 600 92,100 12 97,186
Balance at 31.3.2019 26,141 83,719 (134,151) (8,749) (149,322) 45,006 1,204,126 92,100 (91,761) 205 1,067,314
Balance at 31.12.2019 26,141 83,719 (93,480) (5,357) (146,866) 64,651 999,708 368,825 (98,764) 234 1,198,811
Allocation of 2019 net
income:
‐ Retained earnings 368,825 (368,825) 0
Change in the reserve for
share based payments
280 939 1,219
Purchase of own shares (47,871) (47,871)
Disposal of own shares 8,891 (5,047) 3,844
Other changes 454 454
Comprehensive income
for the period
2,563 (17,218) (10,084) 111,183 12 86,456
Balance at 31.3.2020 26,141 83,719 (132,460) (2,794) (164,084) 54,847 1,364,879 111,183 (98,764) 246 1,242,913

*The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the possible cumulative effect of initially applying IFRS 16, not significant for the Group, is recognised in retained earnings at the date of initial application.

CONSOLIDATED CASH FLOW STATEMENT

€ (thousands) First quarter
2020
First quarter
2019
Cash flow from operating activities
Net Income 111,195 92,112
Depreciation of property, plant and equipment 6,451 5,870
Amortization of intangible assets 15,978 12,059
Equity‐settled share‐based payment transactions 1,219 1,763
Total 134,843 111,804
(Increase)/decrease in deferred tax assets 3,599 2,065
Increase/(decrease) in staff leaving indemnities (127) (114)
Increase/(decrease) in other non‐current liabilities (3,953) (63)
134,362 113,692
Changes in working capital
Trade receivables (39,163) (41,001)
Inventories 2,336 3,097
Other receivables and other current assets 10,991 5,120
Trade payables (19,329) (25,786)
Tax liabilities 15,991 19,666
Other payables and other current liabilities 1,649 1,457
Provisions (868) (497)
Changes in working capital (28,393) (37,944)
Net cash and cash equivalents from (used in) operating activities 105,969 75,748
Cash flow from investing activities
Net (investments)/disposals in property, plant and equipment (7,459) (4,090)
Net (investments)/disposals in intangible assets (18,800) (25,720)
Net (increase)/decrease in other non‐current receivables 135 (131)
Net cash and cash equivalents from (used in) investing activities (26,124) (29,941)
Cash flow from financing activities
Loans granted 3,781 659
Re‐payment of loans (3,953) (71,680)
Payment of lease liabilities (2,834) (2,169)
Purchase of treasury stock (47,871) 0
Sale of treasury stock 3,844 4,778
Other changes in equity 220 1
Dividends paid (3,132) 0
Net cash and cash equivalents from/(used in) financing activities (49,945) (68,411)
Changes in net cash and cash equivalents 29,900 (22,604)
Net cash and cash equivalents at beginning of period * 174,531 181,131
Change in translation reserve (17,534) 2,373
Net cash and cash equivalents at end of period * 186,897 160,900

* Includes cash and cash equivalents net of bank overdrafts and short‐term loans.

RECORDATI S.p.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2020

1. GENERAL INFORMATION

The consolidated financial statements of the Recordati group for the period ended 31 March 2020 have been prepared by Recordati Industria Chimica e Farmaceutica S.p.A., Via Matteo Civitali 1, Milan, Italy, and were approved by the Board of Directors on 7 May 2020 that authorised their public disclosure. Details regarding the accounting principles adopted by the Group are set out in Note 2.

The consolidated financial statements for the period ended 31 March 2020 comprise Recordati S.p.A. (the Company or the Parent) and subsidiaries controlled by the Company. The companies included in the consolidated accounts, the consolidation method applied, their percentage of ownership and a description of their activity are set out in Note 28.

During the first quarter 2020 the consolidation perimeter remained unchanged.

These financial statements are presented in euro (€) and all amounts are rounded to the nearest thousand euro unless otherwise stated.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These interim consolidated financial statements were prepared in accordance with the recognition and measurement criteria prescribed by the International Financial Reporting Standards (IFRS) adopted by the European Union, but do not include the full information required for the annual financial statements and must therefore be read together with the annual report for the full year ended 31 December 2019, prepared in accordance with the IFRS, issued by the International Accounting Standards Board (IASB) and adopted by the European Union.

The preparation of the interim financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements. If in the future such estimates and assumptions, which are based on management's best judgment at the date of the interim financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. Valuation exercises, in particular complex calculations such as those required to identify impairment loss, are carried out in depth only for the preparation of the year‐end consolidated financial statements, except when there is an indication that an asset has suffered an impairment loss which would require an immediate estimate of the loss.

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

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

Disclosure of the net financial position is included under the preceding management review.

Application of new accounting principles

The accounting policies applied in these interim financial statements are the same as those applied in the last annual financial statements.

3. REVENUE

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

Net revenue for the first quarter of 2020, that reflects accelerated purchases by wholesalers and pharmacies estimated to be of € 20 million, is € 429.2 million (€ 383.0 million in the same period of the preceding year) and can be broken down as follows:

€ (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
Net sales 414,305 377,352 36,953
Royalties 1,529 1,534 (5)
Up‐front payments 1,319 1,676 (357)
Various revenues 12,082 2,428 9,654
Total revenue 429,235 382,990 46,245

Up‐front payments relate to the licensing and distribution of the portfolio products and are recognized when the products are delivered to customers. Revenue of € 1.3 million recorded in the first quarter of 2020 refer mainly to license agreements for pitavastatin (€ 0.5 million), lercanidipine (€ 0.2 million), Cystadrops® (cysteamine hydrochloride) (€ 0.2 million), the lercanidipine‐enalapril combination (€ 0.1 million) and silodosin (€ 0.1 million). The remaining balance of amounts already paid up‐front by customers, which will be recognized as revenue in future periods, recorded under current liabilities (see Note 21), is of € 10.8 million (€ 11.9 million at 31 December 2019).

The increase in the line "Various revenues" is mainly due to the margin on sales realized by Novartis, on behalf of Recordati, of Signifor® and Signifor® LAR for an amount of € 11.3 million, following the acquisition of the rights on 23 October 2019. In addition to these, € 3.4 million of net sales were recorded in the USA following marketing authorisation transfer and booked to net sales.

In the following tables, revenue is disaggregated by product or product class and by geographical areas. The tables also include a reconciliation of the disaggregated revenue with the Group's reportable segments.

Product or product class

€ (thousands) Specialty and
Primary Care
Specialty and
Primary Care
Rare
Diseases
Rare
Diseases
Total Total
2020 2019 2020 2019 2020 2019
Zanidip® 40,668 37,413 40,668 37,413
Zanipress® 14,868 14,213 14,868 14,213
Urorec® 27,056 27,847 27,056 27,847
Livazo® 16,596 13,162 16,596 13,162
Seloken®/Logimax® 30,314 23,040 30,314 23,040
Other corporate products 57,571 48,635 57,571 48,635
Drugs for rare diseases 77,454 56,156 77,454 56,156
OTC 82,538 71,499 82,538 71,499
Local product portfolios 67,646 75,759 67,646 75,759
Other revenue 2,726 3,533 2,726 3,533
Pharmaceutical chemicals 11,798 11,733 11,798 11,733
Total revenue 351,781 326,834 77,454 56,156 429,235 382,990

Geographic areas by country

€ (thousands) Specialty and
Primary Care
Specialty and
Primary Care
Rare
Diseases
Rare
Diseases
Total Total
2020 2019 2020 2019 2020 2019
Pharmaceuticals
Italy 73,701 77,229 4,880 2,926 78,581 80,155
France 34,377 33,813 6,889 4,094 41,266 37,907
Russia, Ukraine, other CIS 35,028 27,991 314 353 35,342 28,344
Germany 34,628 33,073 4,497 3,028 39,125 36,101
Spain 22,139 20,598 2,819 2,194 24,958 22,792
Turkey 26,146 21,030 1,361 979 27,507 22,009
Portugal 12,682 10,737 383 274 13,065 11,011
Other CEE 26,268 18,552 1,804 930 28,072 19,482
Other Western Europe 17,368 12,192 7,203 5,078 24,571 17,270
North Africa 11,735 11,231 286 173 12,021 11,404
Other international sales 45,911 48,655 15,130 9,791 61,041 58,446
U.S.A 31,888 26,336 31,888 26,336
Total pharmaceutical
revenue 339,983 315,101 77,454 56,156 417,437 371,257
Pharmaceutical chemicals
Italy 1,456 1,171 1,456 1,171
Other European countries 4,713 4,042 4,713 4,042
U.S.A. 1,317 2,411 1,317 2,411
America (exc. U.S.A.) 916 824 916 824
Australasia 3,181 3,063 3,181 3,063
Africa 215 222 215 222
Total chemical
pharmaceuticals revenue 11,798 11,733 0 0 11,798 11,733
Total revenue 351,781 326,834 77,454 56,156 429,235 382,990

4. OPERATING EXPENSES

Overall operating expenses in the first quarter of 2020 are € 280.8 million, an increase as compared to the € 257.0 million in the same period of the preceding year and are analyzed by function as follows:

€ (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
Cost of sales 125,511 116,466 9,045
Selling expenses 99,854 94,563 5,291
Research and development expenses 34,928 29,152 5,776
General and administrative expenses 18,369 17,254 1,115
Other income (expense), net 2,147 (455) 2,602
Total operating expenses 280,809 256,980 23,829

Cost of sales is € 125.5 or 29.2% of sales, a reduction compared to the 30.4% in the first quarter 2019.

Selling expenses increase by 5.6% but decrease as a percent of revenue compared to the same period of the preceding year despite the reinforcement of the organization dedicated to rare diseases following the acquisition of new important products and the new commercial organizations in the Nordic countries, BeNeLux and the Baltic countries.

Research and development expenses are € 34.9 million, up by 19.8% compared to those recorded in the first quarter of the preceding year due to the advancement of new development programs and the amortization of the rights to the new products Signifor® and Signifor® LAR acquired from Novartis in October 2019. These expenses include the amortization of intangible assets, classified as licenses, brands and patents, referable to acquired products for an overall amount of € 15.9 million.

General and administrative expenses are up by 6.5% but are reduced as percent of sales.

The main items in other (income) expense are summarized in the table below.

€ (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
Non‐recurring expenses related to the COVID‐19
epidemiological emergency
2,017 2,017
Other 130 (455) 585
Total operating expenses 2,147 (455) 2,602

Non‐recurring expenses related to the COVID‐19 epidemiological emergency are mainly donations to hospitals and healthcare services, but also include costs for the safety measures to secure work spaces and for the purchase of personal protective equipment.

Total operating expenses are analyzed by nature as follows:

€ (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
Material consumption 97,295 91,776 5,519
Payroll costs 68,014 63,270 4,744
Other employees costs 9,771 9,320 451
Variable sales expenses 23,313 19,741 3,572
Depreciation and amortization 22,429 17,929 4,500
Utilities and consumables 8,533 8,232 301
Other expenses 51,454 46,712 4,742
Total operating expenses 280,809 256,980 23,829

Material consumption as a percentage of sales is 22.7%, down by 1.3% compared to that in the same period of 2019.

Payroll costs include a cost for stock options of € 1.2 million in the first quarter of 2020 and € 1.8 million in the same period of the preceding year.

During the period, some Group employees were designated as beneficiaries of an incentive plan, with a duration of 5 years, under which they acquired, at nominal value, shares of Rossini Luxembourg S.à r.l., an indirect shareholder of Recordati S.p.A., and will benefit from a return at the expiry of the plan's duration. At 31 March 2020 recognition under IFRS 2 generated a cost booked to the profit and loss of € 0.3 million.

Total depreciation and amortization charges are € 22.4 million. Amortization charges are € 16.0 million, an increase of € 3.9 million over the same period of the preceding year mainly resulting from the acquisition of the rights to Signifor® and Signifor® LAR from Novartis in October 2019. Depreciation charges are € 6.4 million, up by € 0.6 million compared to the first quarter of 2019.

5. FINANCIAL INCOME AND EXPENSE

In the first quarter of 2020 and in the same period of 2019 financial items record a net expense of € 2.9 million and € 4.0 million respectively and are comprised as follows:

€ (thousands) First quarter
2020
First quarter
2019
Change
2020/2019
Currency exchange (gains) losses (36) (373) 337
Interest expense on loans 4,050 3,224 826
Net interest (income) expense on short‐term
financial position (1,443) 870 (2,313)
Interest cost on leases 306 221 85
Interest cost in respect of defined benefit plans 19 49 (30)
Total financial income (expense), net 2,896 3,991 (1,095)

The net increase of interest expense on loans is mainly due to the interest on the syndicated loan of € 400.0 million received by the Parent in June 2019, offset by lower interest charges on the \$ 70 million loan privately placed by the US subsidiary Recordati Rare Diseases Inc. in 2013 and reimbursed in advance in the first part of 2019, as well as by more favourable variable interest rates on the IFC‐World Bank loan.

The change in net interest on the short‐term financial position is to be attributed mainly to the valuation of two loans between the Parent company and the US subsidiary Recordati Rare Diseases Inc. (stipulated in November 2016 for an overall amount of \$ 70 million and which correspond to the two tranches of the notes privately placed by the US subsidiary in 2013) and the relative cross‐currency swaps. Following the early reimbursement of the notes, the derivative financial instruments no longer qualify as hedging instruments and the gain due to their change in fair value is recognized to the profit and loss, net of the effect of the conversion of the loans to the current Euro/Dollar exchange rate, for an amount of € 1.9 million.

6. PROVISION FOR TAXES

The provision for taxes amounts to € 34.3 million and includes income taxes levied on all consolidated companies as well as the Italian regional tax on production activities (IRAP) which is levied on all Italian companies.

Following the agreement reached with the Italian tax authorities on 19 December 2019 which allows the Parent Company to benefit from a discount on taxable income connected with the direct use of intangible assets for the period 2015 to 2019, the Parent Company decided to adhere – instead of renewing the agreement – to the new optional reverse charge mechanism provided for by art. 4 of the 30 April 2019 legislative decree number 34, and therefore determine directly in its tax returns the discount on taxable income provided by the "patent box" for the current year, using the same criteria agreed with the tax authorities for the preceding five‐year period and providing documentation supporting the calculation. The accrued benefit for the first quarter 2020, booked as a reduction in taxes, is € 1.6 million.

7. PROPERTY, PLANT AND EQUIPMENT

The composition and variation of property, plant and equipment, including the valuation of the right to use the assets conveyed under leases, are shown in the following table:

€ (thousands) Land &
buildings
Plant &
machinery
Other
equipment
Advances/
construction
in progress
Total
Cost
Balance at 31 December 2019 92,762 233,176 92,182 19,596 437,716
Additions 132 222 4,808 2,249 7,411
Disposals (1,758) 0 (2,601) (3) (4,362)
Other changes (1,040) 2,989 (691) (4,150) (2,892)
Balance at 31 March 2020 90,096 236,387 93,698 17,692 437,873
Accumulated depreciation
Balance at 31 December 2019 48,016 193,906 62,452 0 304,374
Depreciation for the period 1,460 2,106 2,885 0 6,451
Disposals (800) 0 (1,606) 0 (2,406)
Other changes (196) (442) (323) 0 (961)
Balance at 31 March 2020 48,480 195,570 63,408 0 307,458
Carrying amount at
31 December 2019 44,746 39,270 29,730 19,596 133,342
31 March 2020 41,616 40,817 30,290 17,692 130,415

The additions during the period are € 7.4 million, of which € 3.8 million related to the right to use the assets

conveyed under leases, and refer mainly to investments by the Parent (€ 1.3 million), the Spanish subsidiary Casen Recordati (€ 0.7 million) and the Turkish subsidiary Recordati Ilaç (€ 2.8 million).

The line "Other changes" includes the conversion into euros of the tangible assets booked in different currencies, for a net decrease of € 1.9 million compared to that at 31 December 2019, of which € 1.5 million due to the devaluation of the Turkish lira.

The following table shows the valuation of the right to use the assets conveyed under leases, already included in the table above, determined as prescribed by IFRS 16.

€ (thousands) Land and
buildings
Plant and
machinery
Other
equipment
Total
Cost
Balance at 31 December 2019 20,239 496 17,263 37,998
Additions 0 0 3,778 3,778
Disposals (1,756) 0 (2,459) (4,215)
Other changes (279) 0 (602) (881)
Balance at 31 March 2020 18,204 496 17,980 36,680
Accumulated depreciation
Balance at 31 December 2019 4,196 247 5,804 10,247
Depreciation for the period 888 62 1,783 2,733
Disposals (777) 0 (1,461) (2,238)
Other changes (78) (1) (194) (273)
Balance at 31 March 2020 4,229 308 5,932 10,469
Carrying amount at
31 December 2019 16,043 249 11,459 27,751
31 March 2020 13,975 188 12,048 26,211

Right‐of‐use assets refer mainly to the office premises of a number of Group subsidiaries and of the cars used by medical representatives operating in their territories.

8. INTANGIBLE ASSETS

The composition and variation of intangible assets are shown in the following table:

€ (thousands) Patent rights and
marketing
authorizations
Distribution, license,
trademark and similar
rights
Other Advance
payments
Total
Cost
Balance at 31 December 2019 801,402 502,530 21,764 263,559 1,589,255
Additions 5 69 29 468 571
Disposals 0 0 (2) (26) (28)
Other changes 1,347 2,379 (116) 5,754 9,364
Balance at 31 March 2020 802,754 504,978 21,675 269,755 1,599,162
Accumulated amortization
Balance at 31 December 2019 217,723 190,368 19,404 0 427,495
Amortization for the period 9,387 6,472 119 0 15,978
Disposals 0 0 (2) 0 (2)
Other changes (1,376) (233) (90) 0 (1,699)
Balance at 31 March 2020 225,734 196,607 19,431 0 441,772
Carrying amount at
31 December 2019 583,679 312,162 2,360 263,559 1,161,760
31 March 2020 577,020 308,371 2,244 269,755 1,157,390

The conversion into euros of the intangible assets booked in different currencies gives rise to a net increase of € 11.1 million as compared to 31 December 2019, mainly attributable to the revaluation of the Swiss franc for an amount of € 13.2 million and of the U.S. dollar for an amount of € 2.0 million, and to the devaluation of the Russian ruble for an amount of € 3.5 million, and is included in the line "Other changes".

9. GOODWILL

Net goodwill at 31 March 2020 amounts to € 570.5 million, a decrease of € 7.5 million as compared to that at 31 December 2019, and is attributed to the operational areas, which represent the same number of cash generating units:

  • France: € 74.2 million;
  • Russia: € 24.8 million;
  • Germany: € 48.8 million;
  • Portugal: € 32.8 million;
  • Treatments for rare diseases business: € 110.6 million;
  • Turkey: € 34.5 million;
  • Czech Republic: € 13.0 million;
  • Romania: € 0.2 million;
  • Poland: € 14.4 million;
  • Spain: € 58.1 million;
  • Tunisia: € 17.2 million;
  • Italy: € 133.2 million;
  • Switzerland: € 8.7 million.

Goodwill related to acquisitions made in countries outside the European Monetary Union is calculated in local currency and converted into euros at the period‐end exchange rate. Conversion at 31 March 2020 resulted in an overall net decrease of € 7.5 million, compared to that at 31 December 2019, to be attributed to the acquisitions in Russia (decrease of € 2.9 million), Turkey (decrease of € 2.7 million), Poland (decrease of € 1.0

million), Czech Republic (decrease of € 1.0 million), Tunisia (decrease of € 0.1 million) and Switzerland (increase of € 0.2 million).

In compliance with IFRS 3 goodwill is not systematically amortized. Instead, it is tested for impairment on an annual basis or more frequently if specific events or circumstances indicate a possible loss of value. During the period no events or circumstances arose to indicate possible value loss related to any of the abovementioned items.

10. OTHER INVESTMENTS

At 31 March 2020 other investments amount to € 28.5 million, a decrease of € 10.1 million compared to those at 31 December 2019.

The main investment is that made in the U.K. company PureTech Health plc, specialized in investment in start‐ up companies dedicated to innovative therapies, medical devices and new research technologies. Starting 19 June 2015 the shares of the company were admitted to trading on the London Stock Exchange. At 31 March 2020 the overall fair value of the 9.554.140 shares held is of € 26.0 million. The € 9.6 million decrease in value compared to that at 31 December 2019 is recognized directly in equity, net of the relative tax effect, and shown on the statement of comprehensive income.

This account also comprises € 2.4 million regarding an investment made during 2012 in Erytech Pharma S.A., a listed late development stage French biopharmaceutical company focused on orphan oncology and rare diseases. The investment, originally structured as a non‐interest bearing loan, was converted into 431,034 shares of the company in May 2013. As compared to 31 December 2019 the value of the investment was reduced by € 0.5 million to bring it in line with its fair value. This amount, net of its tax effect, is recognized directly in equity and shown on the statement of comprehensive income.

11. OTHER NON‐CURRENT ASSETS

Other non‐current assets at 31 March 2020 are € 16.3 million, substantially unchanged compared to those at 31 December 2019. They include the tax benefit obtained under the so‐called "patent box" agreed with the Italian tax authorities in December 2019 to be utilized after twelve months.

12. DEFERRED TAX ASSETS

At 31 March 2020 deferred tax assets are € 69.2 million, a net decrease of € 2.4 million compared to those at 31 December 2019. The effect of deferred tax assets related to components of the other comprehensive income is a net increase of € 0.6 million.

13. CURRENT ASSETS

Inventories are € 224.5 million, a decrease of € 2.3 million compared to those stated at 31 December 2019.

Trade receivables at 31 March 2020 are € 336.1 million, an increase of € 39.2 million compared to that at 31 December 2019 due to the increase in sales. Trade receivables are stated net of a € 15.1 million provision for doubtful accounts, an increase of € 0.2 million compared to 31 December 2019, booked to selling expenses, which reflects the collection risk connected with certain customers and geographic areas. Days sales outstanding are 66.

Other receivables, at € 63.1 million, decrease by € 16.8 million compared to those at 31 December 2019, mainly due to the Parent's lower tax credits.

Other current assets are € 13.5 million and refer mainly to prepaid expenses.

14. FAIR VALUE OF HEDGING DERIVATIVES (CASH FLOW HEDGE) (included in current assets)

The cross currency swaps covering the cash flows related to the notes issued and privately placed on 30 September 2014, for an amount of \$ 75 million, measured at fair value at 31 March 2020 give rise to a € 15.2 million asset recognized under current assets as 'Fair value of hedging derivatives (cash flow hedge)'. This amounts represents the potential benefit of a lower value in euros of the future dollar denominated capital and interest flows, in view of the revaluation of the foreign currency subsequent to the moment in which the loan and hedging instrument were negotiated. In particular, the change in fair value of the hedging instrument covering the \$ 50 million tranche of the loan, provided by Mediobanca, was positive for an amount of € 9.9 million, and that covering the \$ 25 million tranche of the loan, provided by UniCredit, yielded a € 5.3 million positive value change.

The cross currency swap agreements undersigned by the Parent and Unicredit in November 2016 following two loan agreements with the U.S. company Recordati Rare Diseases for an overall nominal amount of \$ 70 million, measured at fair value at 31 March 2020 yielded a € 1.8 million positive value change.

The fair value of such hedging derivatives is measured at level 2. The fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating‐rate cash flows are based on quoted swap rates futures prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve which reflects the relevant benchmark interbank rate used by market participants for these purposes when pricing interest rate swaps.

15. SHORT‐TERM FINANCIAL INVESTMENTS, CASH AND CASH EQUIVALENTS

Short term financial investments, cash and cash equivalents at 31 March 2020 are € 196.1 million, an increase of € 8.2 million compared to those at 31 December 2019 and are mostly denominated in euros, U.S. dollars and Pounds Sterling and comprise mainly current accounts and short‐term deposits.

16. SHAREHOLDERS' EQUITY

Shareholders' Equity at 31 March 2020 is € 1,242.9 million, an increase of € 44.1 million compared to that at 31 December 2019 for the following reasons:

  • increase of € 111.2 million from net income for the period;
  • increase of € 1.2 million from cost of stock option plans set‐off directly in equity;
  • decrease of € 47.9 million from purchase of 1,283,231 own shares;
  • increase of € 3.8 million from disposal of 309,500 own shares in treasury stock to service the stock option plans;
  • increase of € 2.6 million from change in the value of cross currency swaps, the underlying loans and interest rate swaps set‐off directly in equity, net of the relative tax effect;
  • decrease of € 9.9 million from application of IFRS 9, almost entirely due to the change in fair value of the holdings in PureTech Health plc and in Erytech Pharma S.A., net of the tax effect;
  • decrease of € 17.2 million for translation adjustments ;
  • increase of € 0.3 million from other changes.

The Italian company Recordati Rare Diseases Italy is 99% owned giving rise to a minority interest of € 246.0 thousand.

As at 31 March 2020 the Company has three stock option plans in favor of certain group employees in place, the 2010‐2013 plan, under which remaining options were granted 8 May 2012, on 17 April 2013 and on 30 October 2013, the 2014‐2018, plan under which options were granted on 29 July 2014 and on 13 April 2016 and the 2018‐2022 plan, under which options were granted on 3 August 2018. The strike price of the options is the average of the parent company's listed share price during the 30 days prior to the grant date. Stock options are vested over a period of five years and those not exercised within the eighth year of the date of grant expire. Options cannot be exercised if the employee leaves the company before they are vested. Stock options outstanding at 31 March 2020 are analyzed in the following table.

Strike price
(€)
Options
outstanding
at 1.1.2020
Options
granted
during 2020
Options
exercised
during 2020
Options
cancelled
or expired
Options
outstanding at
31.3.2020
Date of grant
8 May 2012 5.3070 242,500 (62,500) 180,000
17 April 2013 7.1600 25,000 (25,.000)
30 October 2013 8.9300 5,000 (5,000)
29 July 2014 12.2900 1,138,500 (152,500) 986,000
13 April 2016 21.9300 2,218,000 (64,500) 2,153,000
3 August 2018 30.7300 4,578,500 (18,000) 4,560,500
Total 8,207,500 (309,500) (18,000) 7,880,000

At 31 March 2020, 4,282,302 own shares are held as treasury stock, an increase of 973,731 shares as compared to those at 31 December 2019. The change is to be attributed to the disposal of 309,500 shares, for an overall value of € 3.8 million, to service the exercise of stock options issued under the stock option plans and to the purchase of 1,283,231 shares for an overall value of € 47.9 million. The overall purchase cost of the shares held in treasury stock is € 132.5 million with an average unit price of € 30.93.

During the period, some Group employees were designated as beneficiaries of an incentive plan, for a duration of 5 years, under which they acquired, at nominal value, shares of Rossini Luxembourg S.à r.l., an indirect shareholder of Recordati S.p.A., and will benefit from a return at the expiry of the plan's duration.

17. LOANS

At 31 March 2020 loans total € 1,082.9 million, a net decrease of € 4.3 million compared to those at 31 December 2019.

Loans include the liability, determined by the application of the accounting principle IFRS 16, that represents the obligation of making the payments provided for in the existing lease contracts for an overall value of € 26.0 million, a net decrease of € 1.7 million compared to that at 31 December 2019.

During the first quarter 2020 loans increased by € 3.8 million, almost entirely attributable to new leasing contracts, while a total of € 6.8 million was reimbursed, of which € 2.8 million related to leasing liabilities. The loan from ING Bank for an amount of € 30.0 million, originally undersigned by the Parent company on 8 January 2014 and re‐negotiated on 12 June 2015 with only the interest rate being changed, has been entirely

reimbursed following the payment of the last installment in January. The relative interest rate swap was extinguished.

The conversion of loans in currencies other than the euro together with the early termination of various leasing contracts, determined a net decrease of € 1.3 million.

The main loans outstanding are:

  • a) A loan agreement undersigned with ING Bank by the Parent in August 2019 for an amount of € 22.5 million. The main terms and conditions provide for variable interest rate fixed at the 6 months' Euribor plus a spread of 135 basis points with semi‐annual interest payments and semi‐annual repayment of principal starting December 2021 through December 2024. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  • b) A loan for an amount of € 400.0 million negotiated by the Parent in June 2019 aimed at supporting the Group's growth strategy. The loan, initially undersigned by Mediobanca, Natixis and Unicredit was subsequently syndicated involving a pool of Italian and international banks. The terms of the loan provide for a variable interest rate at the 6 months' Euribor (with a zero floor) plus a 135 basis points spread and a duration of 5 years with principal semi‐annual repayment starting 30 June 2020 through June 2024. Funding, net of up‐front commissions, took place on 30 July 2019. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  • c) A loan agreement undersigned with Mediobanca by the Parent in November 2018 for an amount of € 150.0 million. The main terms and conditions provide for variable interest rate fixed at the six months' Euribor plus a spread of 130 basis points with semi‐annual repayments of principal from 23 November 2020 through 22 November 2023. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 1.619%. The measurement at fair value at 31 March 2020 of the swap generated a liability of € 2.4 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  • d) A loan of € 4.3 million granted to the Parent in July 2018 by the Banca del Mezzogiorno‐Mediocredito Centrale to fund investments in research and development, of which € 3.9 million at a reduced fixed interest rate of 0.50% to be repaid in six semi‐annual installments starting 30 June 2019 through 31 December 2021, and € 0.4 million at a variable interest rate equal to the 6 months' Euribor plus a spread of 220 basis points, to be repaid in two installments on 30 June and 31 December 2021. The debt outstanding at 31 March 2020 is of € 3.0 million.
  • e) A loan agreement with Banca Passadore undersigned by the Parent in November 2017 for an amount of € 15.0 million. The main terms and conditions provide for variable interest rate fixed at the three months' Euribor plus a spread of 65 basis points with quarterly payments of interest and a duration of 5 years with annual repayments of principal from November 2020 through November 2022. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  • f) A loan agreement with Intesa Sanpaolo undersigned by the Parent in October 2017 for an amount of € 75.0 million. The main terms and conditions provide for variable interest rate fixed at the six months' Euribor plus a spread of 95 basis points, semi‐annual payments of interest and a duration of 8 years with semi‐annual repayments of principal from June 2019 through October 2025. The debt outstanding at 31 March 2020 is of € 64.1 million. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 1.305%. The measurement at fair value at 31 March 2020 of the swap generated a liability of € 1.3 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  • g) A loan agreement with UniCredit undersigned by the Parent in September 2017 for an amount of € 50.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 55 basis points with semi‐annual payments of interest and the repayment of principal on 29 September 2021. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 0.698%. The measurement at fair value at 31 March 2020 of the swap generated a liability of € 0.4 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  • h) A loan agreement with UBI Banca undersigned by the Parent in September 2017 for an amount of € 50.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 50 basis points with semi‐annual payments of interest and the repayment of principal on 7 September 2022. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 0.714%. The measurement at fair value at 31 March 2020 of the swap generated a liability of € 0.7 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  • i) A loan agreement with Mediobanca undersigned by the Parent in July 2017 for an amount of € 75.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 95 basis points and a duration of 7 years with annual repayments of principal from July 2018 through July 2024. The debt outstanding at 31 March 2020 is of € 54.0 million. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 1.29%. The measurement at fair value at 31 March 2020 of the swap generated a liability of € 0.9 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  • j) Privately placed guaranteed senior notes by the Parent in May 2017 for an overall amount of € 125.0 million at 2.07% fixed interest rate with repayment in annual instalments starting on 31 May 2025 through 31 May 2032. The note purchase agreement covering the notes includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

k) A loan agreement with Banca Nazionale del Lavoro undersigned by the Parent company in December 2016 for an amount of € 25.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 40 basis points and a duration of 4 years with semi‐annual repayments of principal from March 2019 through March 2021 (the Parent has benefited from the postponement of the reimbursement date originally fixed for September 2020 thanks to the bank's initiative aimed at alleviating financial pressure on enterprises generated by the COVID‐19 epidemiological emergency). The debt outstanding at 31 March 2020 is of € 12.5 million. Following the postponement of the installment, the interest rate swap, qualifying as a cash flow hedge, effectively converting the interest

charges from variable to a fixed rate of 0.41% was extinguished with non significant charges. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:

  • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
  • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions are fulfilled.

  • l) A loan agreement with Intesa Sanpaolo undersigned by the Parent company in December 2016 for an amount of € 25.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 60 basis points and a duration of 5 years with semi‐annual repayments of principal from June 2019 through December 2021. The debt outstanding at 31 March 2020 is of € 16.6 million. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 0.68%. The measurement at fair value at 31 March 2020 of the swap generated a liability of € 0.1 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are:
    • the ratio of consolidated net debt to EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions are fulfilled.

  • m) A loan agreement with UniCredit undersigned by the Parent company in May 2015 for an amount of € 50.0 million. The main terms and conditions provide for variable interest rate fixed at the 6 months Euribor plus a spread of 80 basis points and a duration of 5 years with semi‐annual repayments of principal from November 2015 through May 2020. The debt outstanding at 31 March 2020 is of € 5.0 million. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are:
    • the ratio of consolidated net debt to EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions are fulfilled.

  • n) A loan agreement with IFC‐World Bank undersigned by the subsidiary Recordati Ilaç on 16 October 2014 for an amount of 71.6 million Turkish lira to finance the construction of a new production plant. Main terms are: variable interest rate equivalent to the 3 months' Trlibor plus a spread of 162 basis points, 8‐year duration and reimbursement of principal at the end of every three months starting November 2016 through August 2022. The value in euros of the outstanding loan at 31 March 2020 is of € 4.1 million, resulting in a reduction of the liability by € 0.8 million as compared to that at 31 December 2019, of which € 0.3 million was due to the devaluation of the Turkish lira at the date of consolidation. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are:
    • the ratio of consolidated net debt to consolidated shareholders' equity must be less than 0.80;
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;

• the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled.

o) Privately placed guaranteed senior notes by the Parent company on 30 September 2014 for an amount of \$ 75 million in two tranches: \$ 50 million at a fixed interest rate of 4,28% to be reimbursed bi‐annually as from 30 March 2022 through 30 September 2026, and \$ 25 million at a fixed interest rate of 4.51% to be reimbursed bi‐annually as from 30 March 2023 through 30 September 2029. The conversion of the loan into euros at 31 March 2020 resulted in an increase of the liability by € 1.7 million as compared to that at 31 December 2019 due to the revaluation of the U.S. dollar. The loan was simultaneously covered with two currency rate swaps transforming the overall debt to € 56.0 million, of which € 37.3 million at a fixed interest rate of 2.895% on the 12‐year tranche and € 18.7 million at a fixed interest rate of 3.15% on the 15‐year tranche. At 31 March 2020 the measurement at fair value of the hedging instruments generated an overall positive amount of € 15.2 million recognized directly to equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current assets (see Note 14).

The note purchase agreement covering the senior guaranteed notes issued by Recordati S.p.A. includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:

  • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
  • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  • p) A loan agreement with Centrobanca undersigned by the Parent company on 30 November 2010 to fund a three‐year research and investment program. The loan, for which Centrobanca received funding from the European Investment Bank, amounts to € 75.0 million of which € 30.0 million were cashed in during 2010 and € 45.0 million in the first quarter of 2011. The main terms and conditions provide for a variable interest rate and a duration of 12 years with semi‐annual repayments of principal from June 2012 through December 2022. At 31 March 2020 the outstanding amount of the loan is € 20.4 million. During the month of June 2012 interest on the whole loan was covered with an interest rate swap qualifying as a cash flow hedge. The current interest rate on the loan is 2.575%. The measurement at fair value of the hedging instrument at 31 March 2020 generated a liability of € 0.6 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants are the following:
    • the ratio of consolidated net debt to consolidated net equity must be less than 0.75;
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated EBITDA to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

18. STAFF LEAVING INDEMNITIES

The staff leaving indemnity fund at 31 March 2020 is of € 20.4 million and is measured as prescribed by IAS 19.

19. DEFERRED TAX LIABILITIES

Deferred tax liabilities at 31 March 2020 are € 41.8 million, a decrease of € 1.4 million as compared to those at 31 December 2018.

20. OTHER NON‐CURRENT LIABILITIES

Other non‐current liabilities at 31 March 2020 are € 21.5 million. They include € 18.2 million relative to future milestones due to Novartis AG upon the launch of Isturisa® in selected European markets and € 3.3 million relative to the debt for the acquisition of a further 10% of the share capital of Opalia Pharma which, in line with the put and call options in the purchase agreement, is expected to be settled not before the next 12 months. The fair value of such purchase option is measured at level 2 as the valuation model considers the present value of expected payments.

21. CURRENT LIABILITIES

Trade payables, which include the accrual for invoices to be received, are € 156.2 million.

Other payables are € 166.8 million, a decrease of € 18.9 million compared to those at 31 December 2019, and relate mainly to:

  • € 72.8 million due to Novartis AG upon approval of Isturisa® (osilodrostat) and its progressive launch on the various markets. In particular, \$ 60.0 million due following the marketing authorization in the U.S.A., granted in March 2020, and \$ 20.0 million upon launch of the product in selected European countries;
  • € 44.7 million due to employees and social security institutions;
  • € 7.5 million to be paid to U.S. health insurance institutions by Recordati Rare Diseases Inc.;
  • € 4.5 million to be paid to the "Krankenkassen" (German health insurance) by Recordati Pharma GmbH;
  • € 2.4 million to be paid to the Italian health authorities resulting from the 1.83% claw‐back applicable on the price to the public before VAT of pharmaceutical products reimbursed by the National Health Service.

The reduction of € 18.9 million is mainly attributable to the payment of \$ 20.0 million upon the approval, in January 2020, of Isturisa® in Europe.

Tax payables are € 37.1 million, an increase of € 16.0 million compared to those at 31 December 2019.

Other current liabilities are € 11.7 million, a reduction of € 0.8 million as compared to those at 31 December 2019. An amount of € 10.8 million is attributable to the effect of the application of IFRS 15. This liability is released to the profit and loss in variable quotas as revenue recognition conditions are met.

Provisions are € 17.1 million, a reduction of € 0.9 million compared to those at 31 December 2019.

22. FAIR VALUE OF HEDGING DERIVATIVES (CASH FLOW HEDGE)

The measurement at fair value of the interest rate swaps covering the cash flows related to loans gave rise to a net € 6.4 million liability at 31 March 2020 recognized under current liabilities as 'Fair value of hedging derivatives (cash flow hedge)'. This amount represents the unrealized opportunity of paying the current expected future rates instead of the rates agreed. The amount refers to the interest rate swaps to cover the interest rate risk associated with the loans granted by Mediobanca (€ 3.3 million), Intesa Sanpaolo (€ 1.4 million), UBI Banca (€ 0.7 million), Centrobanca (€ 0.6 million) and UniCredit (€ 0.4 million).

In October Recordati S.p.A. stipulated forward exchange contracts to cover the intercompany loan granted to Recordati AG for an amount of 228.9 million Swiss francs. The fair value of the derivative at 31 March 2020 was negative by € 8.3 million, which were booked to profit and loss compensating the exchange gains determined by the valuation of the underlying loan at current exchange rates.

During the first quarter 2020 hedging derivatives to cover foreign currency positions were put in place. Their fair value at 31 March 2020 was negative by € 0.4 million, which were booked to profit and loss compensating the exchange gains determined by the valuation of the underlying loan at current exchange rates.

The fair value of such hedging derivatives is measured at level 2. The fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating‐rate cash flows are based on quoted swap rates futures prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve constructed from similar sources and which reflects the relevant benchmark interbank rate used by market participants for these purpose when pricing interest rate swaps.

23. BANK OVERDRAFTS AND SHORT‐TERM LOANS

Bank overdrafts and short‐term loans are € 9.2 million at 31 March 2020 and are comprised mainly of temporary use of lines of credit, current account overdrafts and interest accrued on existing loans.

24. OPERATING SEGMENTS

The financial information reported by line of business, in compliance with IFRS 8 – Operating segments, is prepared using the same accounting principles and reporting standards used for the preparation and disclosure of the Group consolidated financial statements. Following the acquisition of Orphan Europe two main business segments can be identified, the specialty and primary care segment and the rare diseases segment.

The following tables show financial information for these two business segments as at 31 March 2020 and includes comparative data.

€ (thousands) Specialty &
primary care
segment*
Rare diseases
segment
Non‐allocated Consolidated
accounts
First quarter 2020
Revenues 351,781 77,454 429,235
Expenses (237,369) (43,440) (280,809)
Operating income 114,412 34,014 148,426
First quarter 2019
Revenues 326,834 56,156 382,990
Expenses (228,061) (28,919) (256,980)
Operating income 98,773 27,237 126,010

* Includes the pharmaceutical chemicals operations

€ (thousands) Specialty &
primary care
segment*
Rare diseases
segment
Non‐allocated
**
Consolidated
accounts
31 March 2020
Non‐current assets 1,183,734 760,040 28,469 1,972,243
Inventories 195,583 28,966 224,549
Trade receivables 263,067 73,057 336,124
Other current assets 66,621 10,020 17,041 93,682
Short‐term investments, cash and
cash equivalents 196,089 196,089
Total assets 1,709,005 872,083 241,599 2,822,687
Non‐current liabilities 62,098 21,652 937,442 1,021,192
Current liabilities 256,790 132,023 169,769 558,582
Total liabilities 318,888 153,675 1,107,211 1,579,774
Net capital employed 1,390,117 718,408
31 December 2019
Non‐current assets 1,213,146 747,868 38.566 1,999,580
Inventories 200,848 26,037 226,885
Trade receivables 234,788 62,173 296,961
Other current assets 76,352 11,280 9,949 97,581
Short‐term investments, cash and
cash equivalents 187,923 187,923
Total assets 1,725,134 847,358 236,438 2,808,930
Non‐current liabilities 63,441 22,581 937,343 1,023,365
Current liabilities 265,343 147,414 173,997 586,754
Total liabilities 328,784 169,995 1,111,340 1,610,119
Net capital employed 1,396,350 677,363

* Includes the pharmaceutical chemicals operations.

** Non‐allocated amounts include: other equity investments, short‐term investments, cash and cash equivalents, loans, hedging instruments, bank overdrafts and short‐term loans.

The pharmaceutical chemicals operations are considered part of the specialty and primary care segment as they are prevalently dedicated to the production of active ingredients for this business, both from a strategic and organizational point of view.

25. LITIGATION AND CONTINGENT LIABILITIES

The parent company and some subsidiaries are party to certain minor legal actions, the outcomes of which are not expected to result in any significant liability.

26. RELATED PARTY TRANSACTIONS

The Group's direct controlling company is FIMEI S.p.A., headquartered in Milan, via Vecchio Politecnico 9, Italy which since 2018 is owned by a consortium of investors controlled by CVC Capital Partners.

Tax tax credits shown in the consolidated balance sheet at 31 March 2020 include those receivable from the controlling company FIMEI S.p.A. for an amount of € 31.7 million. This amount refers to tax liabilities computed

by the parent Recordati S.p.A. based on estimated taxable income and transferred to the controlling company consequent to the participation in a tax consolidation grouping under tax laws in Italy. The amount includes the effect of the so‐called "patent box" for the part related to corporate tax both for the 2015‐2019 period following the agreement with the Italian tax authorities in December 2019, as well as for the first quarter 2020.

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

27. SUBSEQUENT EVENTS

At the date of preparation of the financial statements no significant events occurred subsequent to the closing of the period that would require changes to the values of assets, liabilities or the profit and loss.

Italy and all the main countries in which the Group operates continue to be impacted by restrictions to the circulation of people and provisions to support companies' economic activities have been introduced following the epidemiologic emergency due to the COVID‐19 virus, declared a pandemic by the OMS in March. To face the emergency, in Italy, and subsequently also in other countries the Group has implemented all possible measures and initiatives to guarantee the supply of medicines to its patients and the safety of its employees.

In the month of April two new loans were obtained with the aim to further reinforce the Group's available liquidity: a variable interest rate loan for 75 million Swiss francs from UBS Switzerland AG, with a duration of 5 years and semi annual repayment of principal, and a fixed interest rate loan for € 40 million from UBI Banca, with a duration of 18 months and full repayment of principal at expiry.

28. SUBSIDIARIES INCLUDED IN THE CONSOLIDATED ACCOUNTS AT 31 MARCH 2020

Consolidated Companies Head Office Share Capital Currency Consolidation
Method
RECORDATI S.P.A.
Development, production, marketing and sales of pharmaceuticals and
pharmaceutical chemicals
Italy 26,140,644.50 EUR Line‐by‐line
INNOVA PHARMA S.P.A.
Marketing and sales of pharmaceuticals
Italy 1,920,000.00 EUR Line‐by‐line
CASEN RECORDATI S.L.
Development, production, marketing and sales of pharmaceuticals
Spain 238,966,000.00 EUR Line‐by‐line
BOUCHARA RECORDATI S.A.S.
Development, production, marketing and sales of pharmaceuticals
France 4,600,000.00 EUR Line‐by‐line
RECORDATI RARE DISEASES COMERCIO DE MEDICAMENTOS LTDA
Holds pharmaceutical marketing rights in Brazil
Brazil 166.00 BRL Line‐by‐line
RECORDATI RARE DISEASES INC.
Development, production, marketing and sales of pharmaceuticals
U.S.A. 11,979,138.00 USD Line‐by‐line
RECORDATI IRELAND LTD
Development, production, marketing and sales of pharmaceuticals
Ireland 200,000.00 EUR Line‐by‐line
LABORATOIRES BOUCHARA RECORDATI S.A.S.
Development, production, marketing and sales of pharmaceuticals
France 14,000,000.00 EUR Line‐by‐line
RECORDATI PHARMA GmbH
Marketing and sales of pharmaceuticals
Germany 600,000.00 EUR Line‐by‐line
RECORDATI PHARMACEUTICALS LTD
Marketing and sales of pharmaceuticals
United Kingdom 15,000,000.00 GBP Line‐by‐line
RECORDATI HELLAS PHARMACEUTICALS S.A.
Marketing and sales of pharmaceuticals
Greece 10,050,000.00 EUR Line‐by‐line
JABA RECORDATI S.A.
Marketing and sales of pharmaceuticals
Portugal 2,000,000.00 EUR Line‐by‐line
JABAFARMA PRODUTOS FARMACÊUTICOS S.A.
Marketing of pharmaceuticals
Portugal 50,000.00 EUR Line‐by‐line
BONAFARMA PRODUTOS FARMACÊUTICOS S.A.
Marketing of pharmaceuticals
Portugal 50,000.00 EUR Line‐by‐line
RECORDATI ORPHAN DRUGS S.A.S.
Holding company
France 57,000,000.00 EUR Line‐by‐line
RECORDATI RARE DISEASES MIDDLE EAST FZ LLC
Marketing and sales of pharmaceuticals
United Arab
Emirates
100,000.00 AED Line‐by‐line
RECORDATI AB
Marketing and sales of pharmaceuticals
Sweden 100,000.00 SEK Line‐by‐line
RECORDATI RARE DISEASES S.à r.l.
Development, production, marketing and sales of pharmaceuticals
France 320,000.00 EUR Line‐by‐line
RECORDATI RARE DISEASES UK Limited
Marketing and sales of pharmaceuticals
United Kingdom 50,000.00 GBP Line‐by‐line
RECORDATI RARE DISEASES GERMANY GmbH
Marketing and sales of pharmaceuticals
Germany 25,600.00 EUR Line‐by‐line
RECORDATI RARE DISEASES SPAIN S.L.
Marketing and sales of pharmaceuticals
Spain 1,775,065.49 EUR Line‐by‐line
RECORDATI RARE DISEASES ITALY S.R.L.
Marketing and sales of pharmaceuticals
Italy 40,000.00 EUR Line‐by‐line
RECORDATI BVBA
Marketing and sales of pharmaceuticals
Belgium 18,600.00 EUR Line‐by‐line
FIC MEDICAL S.à r.l.
Marketing of pharmaceuticals
France 173,700.00 EUR Line‐by‐line
HERBACOS RECORDATI s.r.o.
Development, production, marketing and sales of pharmaceuticals
Czech Republic 25,600,000.00 CZK Line‐by‐line
RECORDATI SK s.r.o.
Marketing and sales of pharmaceuticals
Slovakia 33,193.92 EUR Line‐by‐line

Consolidated Companies Head Office Share Capital Currency Consolidation
Method
RUSFIC LLC
Marketing and sales of pharmaceuticals
Russian Federation 3,560,000.00 RUB Line‐by‐line
RECOFARMA ILAÇ Ve Hammaddeleri Sanayi Ve Ticaret L.Ş.
Marketing of pharmaceuticals
Turkey 10,000.00 TRY Line‐by‐line
RECORDATI ROMÂNIA S.R.L.
Marketing and sales of pharmaceuticals
Romania 5,000,000.00 RON Line‐by‐line
RECORDATI İLAÇ Sanayi Ve Ticaret A.Ş.
Development, production, marketing and sales of pharmaceuticals
Turkey 180,000,000.00 TRY Line‐by‐line
RECORDATI POLSKA Sp. z o.o.
Marketing and sales of pharmaceuticals
Poland 4,500,000.00 PLN Line‐by‐line
ACCENT LLC
Holds pharmaceutical marketing rights
Russian Federation 20,000.00 RUB Line‐by‐line
RECORDATI UKRAINE LLC
Marketing of pharmaceuticals
Ukraine 1,031,896.30 UAH Line‐by‐line
CASEN RECORDATI PORTUGAL Unipessoal Lda
Marketing and sales of pharmaceuticals
Portugal 100,000.00 EUR Line‐by‐line
OPALIA PHARMA S.A.
Development, production, marketing and sales of pharmaceuticals
Tunisia 9,656,000.00 TND Line‐by‐line
OPALIA RECORDATI S.à r.l.
Marketing of pharmaceuticals
Tunisia 20,000.00 TND Line‐by‐line
RECORDATI RARE DISEASES S.A. DE C.V.
Marketing of pharmaceuticals
Mexico 16,250,000.00 MXN Line‐by‐line
RECORDATI RARE DISEASES COLOMBIA S.A.S
Marketing of pharmaceuticals
Colombia 150,000,000.00 COP Line‐by‐line
ITALCHIMICI S.p.A.
Marketing of pharmaceuticals
Italy 7,646,000.00 EUR Line‐by‐line
RECORDATI AG
Marketing of pharmaceuticals
Switzerland 15,000,000.00 CHF Line‐by‐line
PRO FARMA GmbH
Marketing of pharmaceuticals
Austria 35,000.00 EUR Line‐by‐line
RECORDATI RARE DISEASES CANADA Inc.
Marketing of pharmaceuticals
Canada 350,000.00 CAD Line‐by‐line
RECORDATI RARE DISEASES JAPAN K.K.
Marketing of pharmaceuticals
Japan 10,000,000.00 JPY Line‐by‐line
NATURAL POINT S.r.l.
Marketing of pharmaceuticals
Italy 10,400.00 EUR Line‐by‐line
RECORDATI RARE DISEASES AUSTRALIA Pty Ltd
Marketing of pharmaceuticals
Australia 200,000.00 AUD Line‐by‐line
TONIPHARM S.a.s.
Marketing of pharmaceuticals
France 257,700.00 EUR Line‐by‐line
RECORDATI BULGARIA Ltd (1)
Marketing of pharmaceuticals
Bulgaria 50,000.00 BGN Line‐by‐line

(1) Established in 2019

PERCENTAGE OF OWNERSHIP
Consolidated companies Recordati
S.p.A.
(Parent)
Recordati
Pharma
GmbH
Bouchara
Recordati
S.A.S.
Casen
Recordati
S.L.
Recordati
Orphan
Drugs
S.A.S.
Recordati
Rare
Diseases
S.à r.l.
Herbacos
Recordati
s.r.o.
Recordati
Ilaç A.Ş.
Opalia
Pharma
S.A.
Recordati
AG
Total
INNOVA PHARMA S.P.A. 100.00 100.00
CASEN RECORDATI S.L. 100.00 100.00
BOUCHARA RECORDATI S.A.S. 100.00 100.00
RECORDATI RARE DISEASES
COMERCIO DE MEDICAMENTOS
LTDA
99.398 0.602 100.00
RECORDATI RARE DISEASES INC. 100.00 100.00
RECORDATI IRELAND LTD 100.00 100.00
LABORATOIRES BOUCHARA
RECORDATI S.A.S.
100.00 100.00
RECORDATI PHARMA GmbH 55.00 45.00 100.00
RECORDATI PHARMACEUTICALS
LTD
100.00 100.00
RECORDATI HELLAS
PHARMACEUTICALS S.A.
100.00 100.00
JABA RECORDATI S.A. 100.00 100.00
JABAFARMA PRODUTOS
FARMACÊUTICOS S.A.
100.00 100.00
BONAFARMA PRODUTOS
FARMACÊUTICOS S.A.
100.00 100.00
RECORDATI ORPHAN DRUGS
S.A.S.
90.00 10.00 100.00
RECORDATI RARE DISEASES
MIDDLE EAST FZ LLC
100.00 100.00
RECORDATI AB 100.00 100.00
RECORDATI RARE DISEASES
S.à r.l.
100.00 100.00
RECORDATI RARE DISEASES UK
LIMITED
100.00 100.00
RECORDATI RARE DISEASES
GERMANY GmbH
100.00 100.00
RECORDATI RARE DISEASES
SPAIN S.L.
100.00 100.00
RECORDATI RARE DISEASES
ITALY S.R.L.
99.00 99.00
RECORDATI BVBA 99.46 0.54 100.00
FIC MEDICAL S.à r.l. 100.00 100.00
HERBACOS RECORDATI s.r.o. 100.00 100.00
RECORDATI SK s.r.o. 100.00 100.00

PERCENTAGE OF OWNERSHIP
Consolidated companies Recordati
S.p.A.
(Parent)
Recordati
Pharma
GmbH
Bouchara
Recordati
S.A.S.
Casen
Recordati
S.L.
Recordati
Orphan
Drugs
S.A.S.
Recordati
Rare
Diseases
S.à r.l.
Herbacos
Recordati
s.r.o.
Recordati
Ilaç A.Ş.
Opalia
Pharma
S.A.
Recordati
AG
Total
RUSFIC LLC 100.00 100.00
RECOFARMA ILAÇ Ve
Hammaddeleri Sanayi Ve
Ticaret L.Ş.
100.00 100.00
RECORDATI ROMÂNIA S.R.L. 100.00 100.00
RECORDATI İLAÇ Sanayi Ve
Ticaret A.Ş.
100.00 100.00
RECORDATI POLSKA
Sp. z o.o
100.00 100.00
ACCENT LLC 100.00 100.00
RECORDATI UKRAINE LLC 0.01 99.99 100.00
CASEN RECORDATI PORTUGAL
Unipessoal Lda
100.00 100.00
OPALIA PHARMA S.A. 90.00 90.00
OPALIA RECORDATI
S.à r.l
1.00 99.00 100.00
RECORDATI RARE DISEASES S.A.
DE C.V.
99.998 0.002 100.00
RECORDATI RARE DISEASES
COLOMBIA S.A.S.
100.00 100.00
ITALCHIMICI S.p.A. 100.00 100.00
RECORDATI AG 100.00 100.00
PRO FARMA GmbH 100.00 100.00
RECORDATI RARE DISEASES
CANADA Inc.
100.00 100.00
RECORDATI RARE DISEASES
JAPAN K.K.
100.00 100.00
NATURAL POINT S.r.l. 100.00 100.00
RECORDATI RARE DISEASES
AUSTRALIA Pty Ltd
100.00 100.00
TONIPHARM S.a.s. 100.00 100.00
RECORDATI BULGARIA Ltd (1) 100.00 100.00

(1) Established in 2019

DECLARATION BY THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL REPORTS

The manager responsible for preparing the company's financial reports Luigi La Corte declares, pursuant to paragraph 2 of Article 154‐bis of the Consolidated Law on Finance, that the accounting information contained in this report corresponds to the document results, books and accounting records.

Milan, 7 May 2020

Signed by Luigi La Corte Manager responsible for preparing the Company's financial reports

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