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Befesa S.A.

Quarterly Report Aug 2, 2022

6215_10-q_2022-08-02_aa143c65-4390-4b9b-ba4c-b23782cf254d.pdf

Quarterly Report

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H1 2022 Interim Report

BEFESA

Content

Befesa at a glance

Key figures ……………………………………………………………………………………………………………………… 3
Highlights ………………………………………………………………………………………………………………………. 4

Business review

Results of operations, financial position & liquidity ……………………………………………………………… 5
Segment information ………………………………………………………………………………………………………… 6
Risks & opportunities ……………………………………………………………………………………………………………… 7
Strategy ……………………………………………………………………………………………………………………………… 7
Subsequent events ………………………………………………………………………………………………………………. 8
Outlook 2022 ……………………………………………………………………………………………………………………… 8

Consolidated financial statements

Statement of financial position …………………………………………………………………………………………… 9
Income statement ………………………………………………………………………………………………………… 11
Statement of comprehensive income ………………………………………………………………………………… 12
Statement of changes in equity ………………………………………………………………………………………… 13
Statement of cash flows …………………………………………………………………………………………………… 14
Notes to the condensed interim consolidatd financial statements ………………………………………… 15
Management's responsibility statement ……………………………………………………………………………… 31

Additional information

Segmentation overview - Key metrics ………………………………………………………………………………… 32
Financial calendar and IR contact ……………………………………………………………………………………… 33
Disclaimer ……………………………………………………………………………………………………………………… 33

Befesa at a glance

Key figures – H1/Q2 2022

H1 2022 H1 2021 Change Q2 2022 Q2 2021 Change
Key operational data (tonnes, unless specified otherwise)
Electric arc furnace steel dust (EAFD) throughput 629,661 340,668 84.8 % 292,295 159,573 83.2 %
Waelz oxide (WOX) sold 213,804 119,334 79.2 % 110,073 52,608 109.2 %
Salt slags and Spent Pot Linings (SPL) recycled 172,949 195,764 (11.7) % 85,497 91,334 (6.4) %
Secondary aluminium alloys produced 84,645 99,453 (14.9) % 42,401 48,170 (12.0) %
Zinc LME average price (€ / tonne) 3,510 2,349 49.4 % 3,683 2,418 52.3 %
Zinc blended price (€ / tonne) 2,668 2,254 18.4 % 2,789 2,275 22.6 %
Aluminium alloy FMB average price (€ / tonne) 2,558 1,965 30.2 % 2,488 1,947 27.8 %
Key financial data (€ million, unless specified otherwise)
Revenue 572.5 384.2 49.0 % 311.1 191.6 62.4 %
EBITDA 115.7 94.1 22.9 % 55.7 45.3 23.1 %
EBITDA margin 20.2 % 24.5 % (429) bps 17.9 % 23.6 % (572) bps
Adjusted EBITDA1 118.0 94.1 25.3 % 56.9 45.3 25.6 %
Adjusted EBITDA margin1 20.6 % 24.5 % (389) bps 18.3 % 23.6 % (535) bps
EBIT 80.3 75.5 6.4 % 37.4 36.1 3.8 %
EBIT margin 14.0 % 19.6 % (562) bps 12.0 % 18.8 % (679) bps
Adjusted EBIT1 82.6 75.5 9.4 % 38.6 36.1 7.0 %
Adjusted EBIT margin1 14.4 % 19.6 % (522) bps 12.4 % 18.8 % (642) bps
Financial result (12.3) (10.2) 20.9 % (5.4) (5.5) (0.8) %
Profit before taxes and minority interests 68.0 65.3 4.2 % 32.0 30.6 4.6 %
Net profit attributable to shareholders of Befesa S.A. 50.0 45.6 9.7 % 23.0 20.8 10.7 %
EPS (in €)2 1.25 1.32 (5.3) % 0.58 0.60 (3.2) %
Total assets 1,968.5 1,539.8 27.8 % 1,968.5 1,539.8 27.8 %
Capital expenditures 54.2 44.0 23.1 % 33.2 16.3 104.0 %
Cash flow from operating activities 64.0 70.2 (8.9) % 38.3 43.7 (12.5) %
Cash and cash equivalents at the end of the period 238.7 196.6 21.4 % 238.7 196.6 21.4 %
Net debt 470.9 371.4 26.8 % 470.9 371.4 26.8 %
Net leverage x 2.09 x 2.24 (x 0.15) x 2.09 x 2.24 (x 0.15)
Number of employees (as of end of the period) 1,583 1,195 32.5 % 1,583 1,195 32.5 %

1 EBITDA and EBIT adjusted for AZR acquisition-related costs of €1.1m and €2.3m in Q2'22 and H1'22 respectively

2 Q2'21 EPS is based on 34,979,519 weighted average number of shares; H1'21 is based on 34,525,634 shares; Q2'22 and H1'22 are based on 39,999,998 outstanding shares after the 5,933,293 shares emitted to partly fund the AZR acquisition in June 2021

Highlights

  • Delivering record adjusted EBITDA of €118.0 million and €56.9 million in H1'22 and Q2'22, +25% and +26% yoy respectively (H1'21: €94.1 million; Q2'21: €45.3 million); Overall, Befesa's growth initiatives including US zinc are delivering results - even in the current volatile environment; Inflationary pressures, mainly energy, offset through higher prices
  • Overall plant utilisation continued high at around 80% levels
  • China expansion continued to progress while managing operational disruptions due to COVID:
    • Jiangsu: In commercial production and has >80% EAF steel dust (EAFD) contracted with customers, but supply and operations being COVID constrained
    • Henan: Commissioning being prolonged due to COVID with ramp up expected to be finalised in H2'22
    • Working on new projects / further expansion
  • Zinc US operations delivering as planned; Driving progress on the integration and related synergies
  • Continued strong liquidity of more than €300 million including record €239 million cash on hand; Net leverage further improved to x2.09, down from x2.16 at YE'21
  • Zinc hedge book fully extended to Jan'25, providing increased earnings and cash flow visibility
  • Credit ratings enhanced:
    • Moody's improved its outlook to 'positive' from previous 'stable', and affirmed its 'Ba2'
    • S&P maintained the 'BB+, outlook stable' rating
  • ESG Report 2021 published on 29 June including climate goals and EU Taxonomy disclosures:
    • CO2 holistic approach highlights that Befesa prevents >2.4 mtpa CO₂eq; Committing to 20% CO2 emission intensity reduction by 2030
    • Befesa expects 100% eligibility with EU Taxonomy
  • Finalising new 5-year Sustainable Global Growth Plan (SGGP) with details to be shared at Befesa's Capital Markets Day in Q4

Business review

Results of operations, financial position & liquidity

Revenue

Total revenue increased by 49.0% yoy to €572.5 million in H1'22 (H1'21: €384.2 million) and by 62.4% to €311.1 million in Q2'22 (Q2'21: €191.6 million). The increase was primarily driven by volume growth in Steel Dust Recycling Services including the contribution from the US zinc operations, the stronger zinc and aluminium alloy market prices as well as the higher zinc hedging prices. These positive effects were partially offset by the unfavourable higher zinc treatment charge (TC), referenced at \$230 per tonne in 2022 (2021: \$159 per tonne), and the lower volumes treated in Aluminium Salt Slags.

EBITDA & EBIT

Total adjusted EBITDA in H1'22 increased by 25.3% yoy to €118.0 million (H1'21: €94.1 million) and by 25.6% to €56.9 million in Q2'22 (Q2'21: €45.3 million).

Overall, Befesa's expansion initiatives are delivering earnings growth and even in this volatile environment Befesa was able to offset inflationary pressures, mainly energy, through higher prices.

The €23.8 million adjusted EBITDA improvement yoy in H1'22 was mainly driven by the following components:

  • Volumes (c. €24 million): higher in Steel Dust (€25 million), which includes the positive contribution from the US operations; lower in Aluminium Salt Slags driven by the current challenging European aluminium industry environment (-€1 million)
  • Base metal prices (c. €36 million): higher zinc LME prices (€26 million); higher zinc hedging prices (€4 million); unfavourable higher zinc TC (-€9 million); higher aluminium FMB prices and aluminium metal margins (€14 million)
  • Higher inflation, mainly energy cost, (c. -€36 million)

Total adjusted EBIT increased by 9.4% yoy to €82.6 million in H1'22 (H1'21: €75.5 million) and by 7.0% yoy to €38.6 million in Q2'22 (Q2'21: €36.1 million), following similar drivers which impacted the EBITDA development.

Total EBITDA and Total EBIT were adjusted for AZR acquisition-related costs of €2.3 million and €1.1 million in H1'22 and Q2'22, respectively. Total reported EBITDA amounted to €115.7 million in H1'22 (+22.9% yoy) and to €55.7 million in Q2'22 (+23.1% yoy). Total reported EBIT amounted to €80.3 million in H1'22 (+6.4% yoy) and to €37.4 million in Q2'22 (+3.8% yoy).

Financial result & net profit

Total net financial result in H1'22 came in at -€12.3 million (H1'21: -€10.2 million). The yoy development is mainly due to the €100 million TLB add-on to partially fund the AZR acquisition, and local loans in China.

Total net profit attributable to the shareholders in H1'22 increased by 9.7% yoy to €50.0 million (H1'21: €45.6 million). This improvement was primarily due to the positive drivers impacting EBITDA and EBIT. Earnings per share (EPS) in H1'22 decreased yoy to €1.25 (H1'21: €1.32) explained by the 17.4% increase in the number of shares to 39,999,998. Once the US synergies are fully realised, EPS is expected to improve accordingly.

Financial position & liquidity

Gross debt increased by €14.9 million to €709.7 million at Q2'22 closing (year-end 2021: €694.7 million), explained primarily by local loans in China to fund the Henan plant.

Net debt at Q2'22 closing amounted to €470.9 million, flat compared to year-end 2021 at €470.6 million.

The last-twelve-months (LTM) adjusted EBITDA of €225.4 million at Q2'22 incorporates full-twelve-rolling months of the US operations.

Net leverage further improved to x2.09 at Q2'22 closing (year-end 2021: x2.16) due to the underlying higher lasttwelve-months (LTM) EBITDA.

Befesa continues to be compliant with all debt covenants.

30 June
2022
31 December
2021
Non-current financial indebtedness 684.4 669.3
+ Current financial indebtedness 25.2 25.4
Financial indebtedness 709.7 694.7
– Cash and cash equivalents (238.7) (224.1)
– Other current financial assets1 (0.1) (0.1)
Net debt 470.9 470.6
LTM adjusted EBITDA2 225.4 217.8
Net leverage ratio x 2.09 x 2.16

1 Other current financial assets adjusted by non-cash items

2 LTM adjusted EBITDA incorporates full-twelve-rolling months of the US operations

Operating cash flow in H1'22 amounted to €64.0 million, 8.9% lower yoy (H1'21: €70.2 million). This development was mainly driven by the about -€26 million change in working capital primarily explained by seasonality/timing which is expected to reduce by year-end 2022. Interests paid in H1'22 increased by 56% yoy to €11.9 million (H1'21: €7.6 million) mainly as a result of the higher gross debt (€100 million TLB add-on to partially fund the AZR acquisition, and Chinese local loans), and because the TLB interest payments are made quarterly in 2022 versus bi-annually in 2021.

In H1'22, Befesa invested €57.5 million (H1'21: €43.1 million) to fund regular maintenance capex, the recovery of the Hanover plant and US operational excellence / synergies, as well as growth investments. The latter mainly related to the second plant in China, partially funded through local loan.

After funding working capital, interests, taxes and capex, total cash flow generated in H1'22 amounted to €14.6 million, improving Befesa's cash on hand to €238.7 million from €224.1 million at year-end 2021. The €238.7 million cash balance together with the €75.0 million RCF, entirely undrawn, provides Befesa with more than €300 million liquidity. This supports the enhanced credit ratings of Befesa assigned in Q2'22 by Moody's, who improved outlook to 'positive' from 'stable' and affirmed 'Ba2', as well as by S&P, who maintained the 'BB+, outlook stable' rating.

Segment information Steel Dust Recycling Services

Volumes of EAFD recycled in H1'22 increased by 84.8% yoy to 629,661 tonnes (H1'21: 340,668 tonnes). In Q2'22, 292,295 tonnes of EAFD were recycled, up 83.2% yoy (Q2'21: 159,573 tonnes). With these volumes, Befesa's EAFD recycling plants continued to run at average load factors of 82% and 75% - in H1 and Q2, respectively – of the installed annual recycling capacity of c. 1,555,300 tonnes, including c. 620,000 tonnes from the acquired US recycling plants and 110,000 tonnes from the state-of-theart plant at Jiangsu, China.

The volume of Waelz oxide (WOX) sold in H1'22 increased by 79.2% yoy to 213,804 tonnes (H1'21: 119,334 tonnes) and approximately doubled yoy to 110,073 tonnes in Q2'22 (Q2'21: 52,608 tonnes).

Revenue in the Steel Dust business increased by 81.2% yoy to €353.8 million in H1'22 (H1'21: €195.3 million) and by 109.6% yoy to €197.9 million in Q2'22 (Q2'21: €94.4

EBITDA increased by 37.2% yoy to €95.0 million in H1'22 (H1'21: €69.2 million) and by 22.9% yoy to €40.2 million in Q2'22 (Q2'21: €32.7 million). The yoy increases in EBITDA are primarily explained by the US operations, which are delivering as planned. The yoy higher zinc market prices mostly offset the higher inflation, mainly energy cost, and the unfavourable zinc TC.

million).

EBIT came in at €68.4 million in H1'22, up 14.7% yoy (H1'21: €59.6 million), following similar drivers explained referring to the EBITDA development, and at €26.1 million in Q2'22, a 6.7% decrease yoy (Q2'21: €28.0 million).

Aluminium Salt Slags Recycling Services Salt Slags subsegment

Salt slags and SPL recycled volumes in H1'22 amounted to 172,949 tonnes, down 11.7% yoy (H1'21: 195,764 tonnes). Volumes recycled in Q2'22 amounted to 85,497 tonnes, 6.4% lower yoy (Q2'21: 91,334 tonnes). This development was primarily driven by the current challenging European aluminium industry environment. On average, Salt Slags recycling plants operated at 78% and 76% utilisation rates – in H1 and Q2, respectively – of the latest installed annual recycling capacity of 450,000 tonnes.

Revenue in the Salt Slags subsegment increased by 10.7% yoy to €41.3 million in H1'22 (H1'21: €37.3 million). In Q2'22, revenue improved by 26.5% yoy to €22.1 million (Q2'21: €17.5 million).

EBITDA increased by 31.4% yoy to €14.6 million in H1'22 (H1'21: €11.1 million) and by 57.2% yoy to €8.2 million in Q2'22 (Q2'21: €5.2 million). The yoy EBITDA increases were primarily explained by the higher aluminium alloy FMB prices, which averaged €2,558 per tonne in H1'22, up 30.2% yoy (H1'21: €1,965 per tonne), and €2,488 per tonne in Q2'22, up 27.8% yoy (Q2'21: €1,947 per tonne). The positive effects from yoy higher aluminium market prices were partially offset by the higher inflation, mainly energy cost, and the lower volume.

EBIT increased by 56.6% yoy to €10.1 million in H1'22 (H1'21: €6.5 million) and approximately doubled yoy to €6.1 million in Q2'22 (Q2'21: €2.9 million), following similar drivers explained referring to the EBITDA development.

Aluminium alloy production volumes in H1'22 amounted to 84,645 tonnes, 14.9% lower yoy (H1'21: 99,453 tonnes). In Q2'22, volumes amounted to 42,401 tonnes, down 12.0% yoy (Q2'21: 48,170 tonnes). This development was primarily driven by the current challenging European automotive and aluminium industry environment. Nevertheless, even under the current volatile market environment, Secondary Aluminium production plants overall operated at around 83% utilisation rate on average in H1 and Q2 of 2022.

Revenue in the Secondary Aluminium subsegment amounted to €217.7 million in H1'22, up 26.4% yoy (H1'21: €172.3 million). In Q2'22, revenue increased by 33.3% yoy to €119.8 million (Q2'21: €89.8 million). The positive revenue development follows the favourable aluminium alloy FMB prices partially offset with the lower volumes.

EBITDA came in at €9.0 million in H1'22, 34.2% lower yoy (H1'21: €13.7 million). In Q2'22, EBITDA increased by 7.3% yoy to €7.8 million (Q2'21: €7.3 million). The yoy EBITDA development was mainly impacted by the higher inflation / energy cost trends, with particularly high gas prices in Europe. In H1'22, the inflationary pressures were higher than the increases in aluminium market prices, but offset by the latter in Q2'22.

EBIT came in at €5.0 million in H1'22, down 47.5% yoy (H1'21: €9.6 million), and at €5.9 million in Q2'22, up 12.6% yoy (Q2'21: €5.2 million), following similar drivers which impacted the EBITDA development.

Risks & opportunities

No material risks or opportunities for the prospective development of the Company have emerged against the comprehensive disclosures, including the ones related to the COVID pandemic, in the Annual Report 2021, pages 62-68.

Strategy

Hedging strategy Befesa's hedging strategy is unchanged and continues to be a key element of Befesa's business model to manage the zinc price volatility and therefore improve the stability and visibility of earnings and cash flow across the economic cycle. Further details are available in Befesa's Annual Report 2021 on page 33.

The combined global hedge book in place as of the date of this H1 Interim Report provides Befesa with improved pricing visibility up to January 2025, therefore for the following c. 2.5 years. The average hedged prices and volumes for each of the periods are:

Period Average hedged
price (€ per tonne)
Zinc content in WOX
hedged (tonnes)
2021 €2,151 120,013
2022 c. €2,3501 155,818
2023 c. €2,4501 150,955
2024 c. €2,5001 152,400

1 FX US dollar/euro forward rates assumed are 1.07 for 2022 and 2023, and 1.10 for 2024

China expansion

During Q2 2022, the expansion of the Steel Dust Recycling Services operations into China continued progressing in both provinces – Jiangsu and Henan – while managing the operational disruptions due to COVID.

  • Jiangsu: In commercial production; over 80% of EAFD contracted with customers but supply and operations are COVID constrained;
  • Henan: Plant commissioning being prolonged due to COVID constraints with ram-up expected to be finalised in H2'22.

The two plants in Jiangsu and Henan are designed to recycle each 110,000 tonnes of EAFD per year and represent Befesa's 11th and 12th EAFD recycling sites globally, along with the existing sites in Europe, Turkey, South Korea and the US. Befesa continues to work on new projects and further expansion.

US operations

The US operations are delivering as planned and positively contributed to Befesa's H1/Q2 earnings. The positive impact demonstrates the benefits of the acquisition of one of the US market leaders in EAFD recycling services and the success of Befesa's strategy of accelerating the expansion of its global footprint.

Befesa continues to drive progress on the integration and the related synergies of its US operations.

ESG

On 29 June 2022, Befesa published its ESG Report 2021, which provides an insight into the developments achieved in ESG during 2021 and an update on the main ESG performance indicators. Befesa dedicates a special chapter to Climate Change, in which it is explained how Befesa is positioned regarding this important challenge, including Befesa's Climate Action Plan. Befesa is committing to a 20% GHG emission intensity reduction by 2030, supported by a roadmap to achieve the target, especially via green energy sourcing, electricity efficiency, process optimisation and raw material substitution. Also, Befesa is aiming at net zero emission by 2050 provided that certain technologies currently under development become technically viable and economically feasible by investing today into new technologies, partnering with relevant stakeholders, and reinforcing the sustainability ecosystem. As a pure circular economy player, Befesa is fully committed to making a strong contribution towards creating a more sustainable world.

The Befesa ESG Report 2021 also includes eligibility disclosures under the EU Taxonomy: Befesa expects 100% eligibility with the EU Taxonomy, based on expert talks, advisors and own estimates, i.e. 100% of Befesa's revenue, capex and operating expenses are eligible and aligned, due to activities relating to the Recyclable Materials being covered in the technical screening criteria, under the environmental objective of 'Transition to a circular economy'. More details are shown in the Befesa ESG Report 2021 available on Befesa's website (www.befesa.com).

A new Sustainability Committee was established, comprising Directors of Befesa who have strong experience in the ESG, technology and energy transition. This committee will discuss sustainability plans and progress within Befesa on a quarterly basis.

As of 30 June 2022, the ESG ratings from the five wellknown international ESG rating agencies following Befesa were as follows:

BBB Commercial services & supplies Top 3 of 69 Metals processing & production #182 of 453 Commercial services #7 of 103 Business services Top 5% Industrial services

Subsequent events

There are no events between the financial statement date (30 June 2022) and the date of presentation of this H1 2022 Interim Report (28 July 2022) which would materially affect the Group's assets or the Group's financial and/or earnings position.

Outlook 2022

Full year 2022 guidance confirmed, including EBITDA at €220–270 million, equal to 11% to 37% yoy growth (2021: €197.6 million).

Interim consolidated financial statements as of 30 June 2022 (thousands of euros)

Statement of financial position

Assets

(€ thousand) Note(s) 30 June 2022 31 December 2021
Non-current assets:
Intangible assets
Goodwill 594,629 573,151
Other intangible assets 4 105,307 104,418
699,936 677,569
Right-of-use assets 9 30,732 30,335
Property, plant and equipment 5 551,373 509,075
Non-current financial assets
Investments in Group companies and associates 46 46
Other non-current financial assets 6–10 42,319 15,953
42,365 15,999
Deferred tax assets 127,930 125,462
Total non-current assets 1,452,336 1,358,440
Current assets:
Inventories 7 69,321 67,477
Trade and other receivables 164,957 113,229
Trade receivables from related companies 16 2,600 917
Accounts receivables from public authorities 13 16,201 10,671
Other receivables 23,376 20,561
Other current financial assets 1,018 825
Cash and cash equivalents 238,702 224,089
Total current assets 516,175 437,769
Total assets 1,968,511 1,796,209

Statement of financial position (continued)

Equity and liabilities

(€ thousand) Note(s) 30 June 2022 31 December 2021
Equity:
Parent Company
Share capital 8 111,048 111,048
Share premium 8 532,867 532,867
Hedging reserves (55,015) (96,830)
Other reserves 31,806 (19,915)
Translation differences 35,364 (4,080)
Net profit/(loss) for the period 50,033 99,745
Interim dividend - -
Equity attributable to the owners of the Company 706,103 622,835
Non-controlling interests 11,104 8,712
Total equity 717,207 631,547
Non-current liabilities:
Long-term provisions 11 21,527 22,267
Loans and borrowings 9 668,854 653,571
Lease liabilities 9 15,559 15,756
Other non-current financial liabilities 10 41,150 56,700
Other non-current liabilities 4,266 4,621
Deferred tax liabilities 96,244 91,946
Total non-current liabilities 847,600 844,861
Current liabilities:
Loans and borrowings 9 17,180 17,791
Lease liabilities 9 8,065 7,612
Other current financial liabilities 10 63,824 75,650
Trade payables to related companies 16 1,244 1,436
Trade and other payables 184,893 151,414
Other payables
Accounts payable to public administrations 13 30,620 17,855
Other current liabilities 8 97,878 48,043
128,498 65,898
Total current liabilities 403,704 319,801
Total equity and liabilities 1,968,511 1,796,209

Income statement

Note(s) H1 2022 H1 2021 Change Q2 2022 Q2 2021 Change
572,535 384,236 49.0 % 311,128 191,596 62.4 %
(7,366) (5,648) 30.4 % (22,140) (1,646) > 100 %
(286,241) (171,908) 66.5 % (156,481) (88,715) 76.4 %
16,289 2,889 > 100 % 5,375 1,411 > 100 %
(62,348) (42,080) 48.2 % (30,657) (21,014) 45.9 %
(117,195) (73,360) 59.8 % (51,495) (36,349) 41.7 %
(35,346) (18,642) 89.6 % (18,308) (9,223) 98.5 %
80,328 75,487 6.4 % 37,422 36,060 3.8 %
316 45 > 100 % 164 21 > 100 %
(13,327) (10,021) 33.0 % (6,056) (4,732) 28.0 %
697 (211) - 454 (771) -
(12,314) (10,187) 20.9 % (5,438) (5,482) (0.8) %
68,014 65,300 4.2 % 31,984 30,578 4.6 %
(14,633) (17,768) (17.6) % (7,176) (8,571) (16.3) %
53,381 47,532 12.3 % 24,808 22,007 12.7 %
50,033 45,594 9.7 % 23,040 20,814 10.7 %
3,348 1,938 72.8 % 1,768 1,193 48.2 %
14 1.25 1.32 (5.3) % 0.58 0.60 (3.2) %

Statement of comprehensive income

(€ thousand) Note(s) H1 2022 H1 2021
Consolidated profit/(loss) for the period 53,381 47,532
Items that may subsequently be reclassified to income statement:
Income and expense recognised directly in equity 33,197 (35,888)
‒ Cash-flow hedges 10 (7,559) (48,339)
‒ Translation differences 38,488 (2,051)
‒ Tax effect 2,268 14,502
Transfers to the income statement 47,106 5,721
‒ Cash-flow hedges 10 64,848 7,823
‒ Tax effect (17,742) (2,102)
Other comprehensive income/(loss) for the period, net of tax 80,303 (30,167)
Total comprehensive income/(loss) for the period 133,684 17,365
Attributable to:
‒ Parent Company's owners 131,292 16,449
‒ Non-controlling interests 2,392 916

Statement of changes in equity

Equity attributable to the Parent Company's owners
Share
capital
Share
premium
Hedging
reserves
(Note 2)
Other
reserves
Interim
dividend
Translation
differences
Net
profit/(loss)
for the
period
Non
controlling
interests
Total equity
Balances at 31 December 2021 111,048 532,867 (96,830) (19,915) - (4,080) 99,745 8,712 631,547
Total comprehensive income/(loss)
for the period
- - 41,815 - - 39,444 50,033 2,392 133,684
Distribution profit/(loss) for the period
Reserves - - - 99,745 - - (99,745) - -
Dividends (Note 8) - - - (50,000) - - - - (50,000)
Other movements - - - 1,976 - - - - 1,976
Balances at 30 June 2022 111,048 532,867 (55,015) 31,806 - 35,364 50,033 11,104 717,207
Balances at 31 December 2020
Total comprehensive income/(loss)
for the period
94,576
-
263,875
-
(9,509)
(28,116)
(54,306)
-
(9,880)
-
(15,077)
(1,029)
47,608
45,594
10,294
916
327,581
17,365
Distribution profit/(loss) for the period
Reserves - - - 47,608 - - (47,608) - -
Dividends (Note 8) - (46,800) - (9,880) 9,880 - - - (46,800)
Capital increase (Note 8) 16,472 315,792 - (1,661) - - - - 330,603
Other movements - - - 240 - - - - 240
Balances at 30 June 2021 111,048 532,867 (37,625) (17,999) - (16,106) 45,594 11,210 628,989

Statement of cash flows

(€ thousand) H1 2022 H1 2021 Q2 2022 Q2 2021
Profit/(loss) for the period before tax 68,014 65,300 31,984 30,578
Adjustments for: 46,555 29,163 25,416 15,961
Depreciation and amortisation 35,346 18,642 18,308 9,223
Changes in provisions (740) 710 1,818 1,450
Interest income (316) (45) (164) (21)
Finance costs 13,327 10,021 6,056 4,732
Other profit/(loss)
Exchange differences
(365)
(697)
(376)
211
(148)
(454)
(194)
771
Changes in working capital: (22,791) (7,327) (3,223) 4,392
Trade receivables and other current assets (56,859) (22,668) (40,521) 1,213
Inventories (2,601) 478 9,711 (582)
Trade payables 36,669 14,863 27,587 3,761
Other cash flows from operating activities: (27,819) (16,898) (15,917) (7,196)
Interest paid (11,918) (7,638) (4,610) (1,291)
Taxes paid (15,901) (9,260) (11,307) (5,905)
Net cash flows from/(used in) operating activities (I) 63,959 70,238 38,260 43,735
Cash flows from investing activities:
Investments in intangible assets (307) (150) (49) (150)
Investments in property, plant and equipment (57,209) (42,977) (31,678) (14,961)
Collections from sale of property, plant and equipment - - (35) -
Investments/(Divestments) in other current financial assets - (43) - (46)
Net cash flows from/(used in) investing activities (II) (57,516) (43,170) (31,762) (15,157)
Cash flows from financing activities:
Equity issuance - 330,603 - 330,603
Cash inflows from bank borrowings and other liabilities 19,879 18,034 4,560 6,421
Cash outflows from bank borrowings and other liabilities (11,677) (3,063) (9,469) (2,038)
Net cash flows from/(used in) financing activities (III) 8,202 345,574 (4,909) 334,986
Effect of foreign exchange rate changes on cash & cash equivalents (IV) (32) 32 11 (321)
Net increase/(decrease) in cash and cash equivalents (I+II+III+IV) 14,613 372,674 1,600 363,243
Cash and cash equivalents at the beginning of the period 224,089 154,558 237,102 163,989
Cash and cash equivalents at the end of the period 238,702 527,232 238,702 527,232

Notes to the condensed interim consolidated financial statements

1. Accounting policies and basis of presentation

1.1. Basis of presentation

These condensed interim consolidated financial statements have been prepared in accordance with IAS 34, 'Interim Financial Reporting'. The accounting policies used in the preparation of these condensed interim consolidated financial statements are consistent with those used in the consolidated financial statements for the year ended 31 December 2021. These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended 31 December 2021, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board (IASB) and in conformity with IFRS as adopted by the European Union (EU).

The preparation of the condensed interim consolidated financial statements in conformity with IFRS-EU requires management to make certain accounting estimates and assumptions that might affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the financial statement dates, and the reported amounts of revenues and expenses for the reported periods. Actual results may differ from these estimates.

The criteria that have been considered in the consolidation process are not different to the ones utilised in the consolidation process of the financial statements for the year ended 31 December 2021.

1.2. Changes in the scope of consolidation

June 2022

There are no changes in the scope of consolidation in June 2022. Note that in August 2021, the Group completed the acquisition of 100% of the shares of American Zinc Recycling Corp. (AZR) (currently Befesa Zinc US Inc.) (Note 6 of the 2021 consolidated financial statements).

June 2021

There were no changes in the scope of consolidation in June 2021.

1.3. Alternative Performance Measures

The Company regularly reports alternative performance measures (APM) not defined by IFRS that management believes are relevant indicators of the performance of the Group.

Alternative performance measures are used to provide readers with additional financial information that is regularly reviewed by management and used to make decisions about operating matters. These measures are also used for defining senior management's variable remuneration. They are useful in terms of relating to discussions with the investment analysts' community.

However, these APM are not uniformly disclosed by all companies, including those in the Group's industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. Such measures should not be viewed in isolation or as an alternative to the equivalent IFRS measure.

Definitions, use and reconciliations to the closest IFRS measures are presented below.

1.3.1. Net debt

Net debt is defined as current and non-current financial debt plus current and non-current liabilities less cash and cash equivalents and less other current financial assets net from derivative financial instruments. The Group believes that net debt is relevant to investors, since it gives an indication of the absolute level of non-equity funding of the business.

This can be compared to the income and cash flows generated by the business, and available undrawn facilities.

The following table reconciles net debt to the relevant statement of financial position line items:

30 June
2022
31 December
2021
Non-current financial debt (Note 9) 668,854 653,571
Non-current lease liabilty (Note 9) 15,559 15,756
Current financial debt (Note 9) 17,180 17,791
Current lease liability (Note 9) 8,065 7,612
Cash and cash equivalents (238,702) (224,089)
Other current financial assets net of derivative financial
instruments
(68) (61)
Net debt 470,888 470,580

1.3.2. EBITDA, adjusted EBITDA and EBITDA margin

EBITDA is defined as operating profit for the period before the impact of amortisation, depreciation, impairment and provisions.

Adjusted EBITDA is defined as EBITDA adjusted by any one-time projects/non-recurrent charges or income.

EBITDA margin is defined as EBITDA divided by revenue. Befesa uses EBITDA and EBITDA margin as best indicators for the Group's operating performance.

The following table reconciles EBITDA and adjusted EBITDA to the consolidated income statement line items from which it is derived:

30 June
2022
30 June
2021
Revenue 572,535 384,236
Income/expenses from operations (except revenue,
depreciation and amortisation/depreciation charge and
provisions)
(456,861) (290,107)
Amortisation/depreciation, impairment and provisions (a) (35,346) (18,642)
EBIT (Operating profit/(loss)) (b) 80,328 75,487
EBITDA (Operating profit/(loss) before
amortisation/depreciation and provisions) (a+b)
115,674 94,129
One-time projects 2,288 -
Non-recurrent charges/income - -
Adjusted EBITDA 117,962 94,129

The following table provides a reconciliation of EBITDA margin and adjusted EBITDA margin:

30 June
2022
30 June
2021
Revenue (a) 572,535 384,236
EBITDA (b) 115,674 94,129
One-time projects 2,288 -
Non-recurrent charges/income - -
Adjusted EBITDA (c) 117,962 94,129
EBITDA margin (%) (b/a) 20% 24%
Adjusted EBITDA margin (%) (c/a) 21% 24%

1.3.3. EBIT, adjusted EBIT and EBIT margin

EBIT is defined as operating profit for the year. Befesa uses EBIT to monitor its financial return after both operating expenses and a charge representing the cost of usage of both its property, plant and equipment and definite-life intangible assets.

Adjusted EBIT is defined as EBIT adjusted by any one-time projects/non-recurrent charges or incomes.

EBIT margin and Adjusted EBIT margin is defined as EBIT and adjusted EBIT as a percentage of revenue. Befesa believes that these ratios are useful measures to demonstrate the proportion of revenue that has been realised as EBIT and adjusted EBIT, and therefore indicators of profitability.

The following table reconciles EBIT and adjusted EBIT to the income statement line items from which it is derived:

30 June
2022
30 June
2021
Revenue 572,535 384,236
Income/expenses from operations (except revenue,
depreciation and amortisation/depreciation charge and
provisions)
(456,861) (290,107)
Amortisation/depreciation, impairment and provisions (35,346) (18,642)
EBIT (Operating profit/(loss)) 80,328 75,487
Extraordinary impairments/provisions - -
EBITDA adjustments 2,288 -
Adjusted EBIT 82,616 75,487

The following table provides a reconciliation of EBIT margin and Adjusted EBIT margin:

30 June
2022
30 June
2021
Revenue (a) 572,535 384,236
EBIT (b) 80,328 75,487
Extraordinary impairments/provisions - -
EBITDA adjustments 2,288 -
Adjusted EBIT (c) 82,616 75,487
EBIT margin (%) (b/a) 14% 20%
Adjusted EBIT margin (%) (c/a) 14% 20%

1.3.4. Net debt / adjusted EBITDA (adjusted leverage ratio)

Net debt/Adjusted EBITDA ratio is defined as net debt divided by adjusted EBITDA. Befesa believes that this ratio is a useful measure to show its ability to generate the income needed to be able to settle its loans and borrowings as they fall due.

The following table reconciles the net debt/Adjusted EBITDA ratio to net debt and adjusted EBITDA:

30 June
2022
30 June
2021
Net debt 470,888 371,436
Adjusted EBITDA LTM 225,389 165,822
Net debt/Adjusted EBITDA 2.09 2.24

1.3.5. Capex

Capex is defined as the cash payments made during the period for investments in intangible assets and property plant and equipment.

Befesa believes that this measure is useful to understand the effort made by the Company each year to acquire, upgrade and maintain physical assets such as property, industrial buildings or equipment.

The following table reconciles capex to the cash flow statement line items from which it is derived:

30 June
2022
30 June
2021
Cash flows from investing activities:
Investments in intangible assets 307 150
Investments in property, plant and equipment 57,209 42,977
Capex 57,516 43,127

2. Financial risk management policies

The activities carried on by Befesa through its business segments are exposed to several financial risks: market risk (including foreign currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and capital risk. The Group Risk Management Model focuses on the uncertainty in financial markets and attempts to minimise the potential adverse effects on Group's earnings.

There were no changes in the risk management policies since 31 December 2021.

Fair value estimation

On the basis of IFRS 13 and in accordance with IFRS 7 on financial instruments measured at fair value, the Group reports the estimation of fair value by level according to the following hierarchy:

  • Quoted prices (unadjusted) in active markets for assets or liabilities (Level 1).
  • Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (e.g. reference prices) or indirectly (e.g. derived from prices) (Level 2).
  • Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

The tables below show the Group's assets and liabilities that were measured at fair value at 30 June 2022 and at 31 December 2021:

Level 2 Level 3 Total
30 June 2022
Assets
- Equity instruments (Note 6) - 9,627 9,627
- Derivatives (Notes 6–10) 25,968 - 25,968
Total assets at fair value 25,968 9,627 35,595
Liabilities
- Derivatives (Note 10) 104,974 - 104,974
Total liabilities at fair value 104,974 - 104,974
Level 2 Level 3 Total
31 December 2021
Assets
- Equity instruments (Note 6) - 8,829 8,829
- Derivatives (Notes 6–10) 1,200 - 1,200
Total assets at fair value 1,200 8,829 10,029
Liabilities
- Derivatives (Note 10) 132,350 - 132,350
Total liabilities at fair value 132,350 - 132,350

Financial instruments Level 2

The fair value of financial instruments not traded in an active market is determined using valuation techniques. The Group uses a variety of methods such as estimated discounted cash flows and uses assumptions based on the market conditions at each financial statement date. If all significant data required to calculate the fair value of an instrument are observable, the instrument is included in Level 2.

Specific techniques for measuring financial instruments include:

  • The fair value of swap interest rates is calculated as the present value of future estimated cash flows.
  • The fair value of derivative contract exchange rates is determined using forward exchange rates quoted in the market at the financial statement date.
  • It is assumed that the book value of receivables and trade payables approximates their fair value.
  • The fair value of financial liabilities for financial reporting purposes is estimated by discounting future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

The instruments included in Level 2 relate to derivative financial instruments (Note 10).

Financial instruments Level 3

The Group records under this level of financial instruments the investment acquired in 2021 in the company American Zinc Products, LLC (AZP) (Note 10 of the 2021 consolidated financial statements) since its fair value includes unobservable variables.

3. Segment reporting

The Board of Directors is ultimately responsible for making the Group's operational decisions as the Chief Operating Decision Maker (CODM). The Board of Directors reviews the Group's internal financial information in order to assess its performance and allocate resources to the segments.

The Board of Directors analyses the business based on the two segments indicated below:

  • Steel Dust Recycling Services (Steel Dust)
  • Aluminium Salt Slags Recycling Services, which contains the following two subsegments:
    • Salt Slags Recycling (Salt Slags)
    • Secondary Aluminium Production (Secondary Aluminium)

These segments correspond to the Group's principal activities (products and services), the sales of which (fee for the services and/or sale of the recycled residues) determine the Group's revenue (Note 12).

The Board of Directors assesses the performance of the operating segments largely based on operating income before interest and taxes (EBIT), depreciation/amortisation and provisions (EBITDA).

The financial information received by the Board of Directors also includes financial income and expenses and tax aspects, as well as cash flow and net debt.

Detailed definition of EBIT and EBITDA is shown in Note 1.3.

The accounting policies and measurement bases applied to the information furnished to the Board of Directors are consistent with those applied in the consolidated financial statements.

Disaggregation of revenue from contracts with customers

In relation with revenue recognition, the Group considers that under IFRS 15 there is only one kind of contract with customers, the assessment is supported by the fact that main sales of the Company's products do not have more than one performance obligation: delivery of steel and delivery of aluminium. Furthermore, the products are not dependent on or connected to other products or services. Consequently, as there are no delayed performance obligations, the revenue is recognised fully after the passing of control to the customer.

Based on this, the Group discloses revenue by reporting segment and geographical area.

Set out below is the distribution by segment of adjusted EBITDA and adjusted EBIT for the six-month period ended 30 June 2022, and for the six-month period ended 30 June 2021:

30 June 2022
Steel Dust Salt Slags Secondaty
Aluminium
Corporate, other
minor &
eliminations
Total
Revenue 353,818 41,308 217,714 (40,305) 572,535
Income/expenses from operations (except revenue,
depreciation and amortisation/depreciation charge and
provisions)
(258,819) (26,677) (208,696) 37,331 (456,861)
Amortisation/depreciation, impairment and provisions (a) (26,636) (4,509) (3,996) (205) (35,346)
EBIT (Operating profit/(loss)) (b) 68,363 10,122 5,022 (3,179) 80,328
EBITDA (Operating profit/(loss) before
amortisation) (a) + (b)
94,999 14,631 9,018 (2,974) 115,674
EBITDA adjustments - - - 2,288 2,288
Adjusted EBIT (Operating profit/(loss) 68,363 10,122 5,022 (891) 82,616
Adjusted EBITDA (Operating profit/(loss) 94,999 14,631 9,018 (686) 117,962
30 June 2021
Steel Dust Salt Slags Secondaty
Aluminium
Corporate, other
minor &
eliminations
Total
Revenue 195,306 37,316 172,279 (20,665) 384,236
Income/expenses from operations (except revenue,
depreciation and amortisation/depreciation charge and
provisions)
(126,088) (26,185) (158,579) 20,745 (290,107)
Amortisation/depreciation, impairment and provisions (a) (9,641) (4,667) (4,127) (207) (18,642)
EBIT (Operating profit/(loss)) (b) 59,577 6,464 9,573 (127) 75,487
EBITDA (Operating profit/(loss) before
amortisation) (a) + (b)
69,218 11,131 13,700 80 94,129
EBITDA adjustments - - - - -
Adjusted EBIT (Operating profit/(loss) 59,577 6,464 9,573 (127) 75,487
Adjusted EBITDA (Operating profit/(loss) 69,218 11,131 13,700 80 94,129

The reconciliation of adjusted EBITDA and adjusted EBIT to results attributable to the Parent Company is as follows:

30 June
2022
30 June
2021
Adjusted EBITDA 117,962 94,129
– One-time projects
– Non-recurrent costs/incomes
Amortisation/depreciation, impairment and provisions (35,346) (18,642)
Adjusted EBIT 82,616 75,487
– One-time projects (2,288) -
– Non-recurrent costs/incomes - -
EBIT - Operating profit/(loss) 80,328 75,487
Finance income (cost) (12,314) (10,187)
Corporate income tax (14,633) (17,768)
Profit/(loss) 53,381 47,532
Non-controlling interests 3,348 1,938
Profit/(loss) attributed to the Parent Company 50,033 45,594

The detail of sales by geographical segment for the six-month period ended 30 June 2022, and for the six-month period ended 30 June 2021 is as follows:

30 June 30 June
Geographical area 2022 % 2021 %
Spain 113,155 20% 95,045 25%
Germany 59,428 11% 63,477 17%
Belgium 33,058 6% 27,298 7%
Italy 30,755 5% 16,134 4%
Finland 22,077 4% 15,636 4%
Netherlands 21,491 4% 23,131 6%
Norway 18,071 3% 19,284 5%
France 15,006 3% 11,606 3%
Sweden 11,559 2% 8,067 2%
Portugal 8,934 2% 7,475 2%
Rest of Europe 21,899 3% 13,813 3%
US 113,415 20% 2 0%
Japan 25,686 4% 29,952 8%
South Korea 18,261 3% 14,041 4%
Australia 15,372 3% 10,994 3%
Singanpore 13,842 2% 4,472 1%
Brazil 11,314 2% 7,931 2%
China 7,269 1% 10,239 3%
Rest of the world 11,943 2% 5,639 1%
Total 572,535 100% 384,236 100%

The detail of the segment assets and liabilities for the six-month period ended 30 June 2022, and for the full-year period ended 31 December 2021 is as follows:

30 June 2022
Steel Dust Salt Slags Secondary
Aluminium
Corporate, other
minor &
eliminations
Total
Assets
Intangible assets 635,480 51,428 12,879 149 699,936
Property, plant and equipment 429,555 62,670 58,578 570 551,373
Right-of-use assets 24,079 5,484 768 401 30,732
Investments in associates and other non-current assets 93,781 1,014 61,576 13,924 170,295
Current assets 267,337 24,246 110,678 113,914 516,175
Total assets 1,450,232 144,842 244,479 128,958 1,968,511
Equity and liabilities
Equity 312,385 30,203 57,957 316,662 717,207
Non-current liabilities 887,465 85,041 80,894 (205,800) 847,600
Current liabilities 250,382 29,598 105,628 18,096 403,704
Total equity and liabilities 1,450,232 144,842 244,479 128,958 1,968,511
31 December 2021
Steel Dust Salt Slags Secondary
Aluminium
Corporate, other
minor &
eliminations
Total
Assets
Intangible assets 612,342 51,858 13,184 185 677,569
Property, plant and equipment 397,004 49,802 61,654 615 509,075
Right-of-use assets 22,787 5,972 1,080 496 30,335
Investments in associates and other non-current assets 83,808 1,014 58,214 (1,575) 141,461
Current assets 236,296 20,388 91,646 89,439 437,769
Total assets 1,352,237 129,034 225,778 89,160 1,796,209
Equity & liabilities
Equity 196,114 28,508 50,251 356,674 631,547
Non-current liabilities 910,276 84,887 87,764 (238,066) 844,861
Current liabilities 245,847 15,639 87,763 (29,448) 319,801
Total equity and liabilities 1,352,237 129,034 225,778 89,160 1,796,209

4. Other intangible assets, net

June 2022

During the six-month period ended 30 June 2022, there are no significant additions, nor disposals within 'Other intangible assets, net'.

June 2021

During the six-month period ended 30 June 2021, there are no significant additions, nor disposals within 'Other intangible assets, net'.

Investment commitments

At 30 June 2022 and 31 December 2021, the Group had no significant investment commitments.

5. Property, plant and equipment

June 2022

The movements of the 'Property, plant and equipment' balance in the six-month period ended 30 June 2022 includes additions amounting to €54.0 million, mainly related to the organic projects in China (plants in Henan and Jiangsu) by €19.2 million, investments made in Befesa Holding US, Inc amounting to €13.2 million and a €15.6 million investment of Befesa Salzschlacke, GmbH in the plant of Hanover due to the fire suffered in 2021.

There were no significant disposals in the period.

The amortisation of the period amounted to €29.1 million.

June 2021

The movements of the 'Property, plant and equipment' balance in the six-month period ended 30 June 2021 includes additions amounting to €43.8 million, mainly related to the expansion projects in China (plants in Henan and Jiangsu).

There were no significant disposals in the period.

The amortisation of the period amounted to €15.8 million.

Impairment losses

During the six-month period ending 30 June 2022 no significant impairments were recognised in 'Property, plant and equipment'.

During the six-month period ending 30 June 2021 no significant impairments were recognised in 'Property, plant and equipment'.

Investment commitments

At 30 June 2022, the investment commitments amounted to €46.5 million mainly due to the expansion projects in China and investments in the plant of Hanover.

At 31 December 2021, the Group had investment commitments amounting to €33.7 million mainly due to the expansion project in China.

6. Financial assets by category and class

The classification of financial assets by category and class is as follows:

30 June 2022 31 December 2021
Current Non-current Current Non-current
Financial assets measured at fair value through profit
or loss
Equity instruments (Note 2) - 9,627 - 8,829
Financial assets at amortised cost
Loans
Variable rate - 5,391 - 4,724
Impairment - - - -
Trade and other receivables 207,134 - 145,378 -
Security deposits 1,018 1,333 825 1,200
Financial assets measured at fair value
Hedging derivatives (Note 10) - 25,968 - 1,200
Total financial assets 208,152 42,319 146,203 15,953

The fair value of financial assets does not differ significantly from their carrying amount.

As part of the agreements explained in Note 6 of the 2021 consolidated financial statements, Befesa acquired in 2021 a minority stake of 6.9% of the equity interests in American Zinc Products, LLC (AZP), AZR's zinc refining subsidiary, for €8.5 million (\$10 million).

7. Inventories

The detail of 'Inventories' in the accompanying condensed interim consolidated statement of financial position at 30 June 2022 and 31 December 2021 is as follows:

30 June
2022
31 December
2021
Finished goods 28,123 28,858
Goods in progress and semi-finished goods 1,564 1,238
Raw materials 19,821 20,014
Other 19,813 17,367
69,321 67,477

'Other' at 30 June 2022 and 31 December 2021 mainly includes spare parts for the Group's facilities.

The Group has taken out insurance policies to cover risks relating to inventories. The coverage provided by these policies is considered to be sufficient.

8. Share capital

The shareholder structure as at 30 June 2022 and at 31 December 2021 was as follows:

Percentage of ownership
30 June
2022
31 December
2021
Freefloat 100.0% 100.0%

The number of shares as at 30 June 2022 is 39,999,998 with a par value of €2.78 each. (30 December 2021: 34,066,705, with a par value of €2.78 each). All shares are listed in the Frankfurt Stock Exchange and have the same rights.

The authorised capital of the Company (including, for the avoidance of doubt, the Company's issued share capital) is set at 39,999,998 shares.

On 16 June 2021, the Company issued 5,933,293 new shares each with par value of €2.78 (€16,472 thousand) and share premium of €53.22 (€315,792 thousand). The new shares were included in the existing listing of Befesa's shares at the Frankfurt Stock Exchange. The Company has recognised €3,648 thousand of issuance costs as a reduction in equity instruments issued.

On 6 July 2022, Befesa distributed to its shareholders a dividend of €1.25 per share, amounting to €50.0 million, as approved by the AGM held on 16 June 2022, so as at 30 June 2022 the €50.0 million are reported in 'Other current liabilities' in the statement of financial position.

On 14 July 2021, Befesa distributed to its shareholders a dividend of €1.17 per share (repayment of the share premium), amounting to €46.8 million, as approved by the AGM held on 30 June 2021.

9. Financial debt and lease payables

The detail of the related line items in the accompanying consolidated statement of financial position is as follows:

30 June 2022 31 December 2021
Current
maturity
Non-current
maturity
Current
maturity
Non-current
maturity
Bank loans and credit facilities 14,214 668,854 12,010 653,571
Unmatured accrued interest 2,966 5,781
Finance lease payables 8,065 15,559 7,612 15,756
Total 25,245 684,413 25,403 669,327

Fair values of borrowings are not materially different to their carrying amounts since the interest payable is close to current market rates.

The main terms and conditions of the borrowings are as follows:

30 June 2022
31 December 2021
Type Limit in
nominal
(thousands of
currency)
Interest rate Maturity date Current
maturity
Non-current
maturity
Current
maturity
Non-current
maturity
Facilities Agreement EUR 736,000 Euribor + 1.75% 2026 2,966 610,742 5,691 608,901
Jiangsu CNY 220,000 LIR (NBIC) +
25bps
2026 3,950 24,417 3,513 22,058
Henan CNY 260,000 LPR (NBIC) +
25bps
2027 3,352 32,648 1,591 18,610
Others 14,977 16,606 14,608 19,758
25,245 684,413 25,403 669,327

On 19 October 2017, in order to standardise the financial structure of the Group, the Company as Parent and certain subsidiaries as borrowers and guarantors entered into a €636.0 million Facilities Agreement. This post-IPO agreement is intended to raise financing for the entire Group and cancel the Group's previous current and non-current borrowings in connection with the €300.0 million Zinc Notes, €150.0 million PIK Notes and the €167.5 million Syndicated Loan.

Upon completion of the IPO on 3 November 2017 the Facilities Agreement took effect on 7 December 2017.

On 9 July 2019, the refinancing of the existing capital structure was successfully completed in a leverage neutral transaction that a) extends Befesa's debt maturity up to June 2026 with a seven-year tenor of the covenant-lite Term Loan B (TLB) at attractive interest rates, and b) increases loan baskets to accommodate Befesa's growth roadmap including China.

The Facility Agreement has been signed by the Parent of the Group (Befesa, S.A.) and has been designed to meet the financing needs of all Group companies.

The Facilities Agreement comprises:

  • Term Loan B (TLB) Facility Commitment in an amount of €526 million, which is a bullet with a maturity of seven years.
  • Revolving Credit Facility (RCF) in an amount of €75 million with a maturity of six years.
  • A Guarantee Facility Commitment in an amount of €35 million with a maturity of six years.

Interest on the initial TLB facility was Euribor plus a spread of 2.75%, and 2.50% in the case of the RCF. These spreads could be adjusted depending on the ratio of net financial debt/EBITDA.

After the refinancing in July 2019, the margin was set to 250 bps for the following nine months.

On 17 February 2020, Befesa repriced its TLB reducing its interest rate by 50 bps to Euribor + 200 bps with a floor of 0%. The facility's long-term July 2026 maturity date and all other documentation terms remain without further amendment.

The Group analysed in 2020 whether there was a substantial modification of the conditions, having concluded that there was no cancellation of the original liabilities because the only change corresponds to the reduction in the nominal interest rate (repricing) and, the discounted present value of the cash flows under the new terms is a 3% from the discounted present value of the remaining cash flow of the original financial liability. However, this modification entailed recognising finance income of €15 million as the new future cash flows were discounted at the original effective rate of 2.7%.

On 2 July 2021, with the purpose of Financing the Acquisition of AZR (including but not limited to any costs and expenses relating to the acquisition and any refinancing of financial indebtedness of the target group), and general corporate purposes, together with the accelerated equity offering (AEO) Befesa signed an incremental term facility for an additional €100 million add-on Term Loan B. The maturity and rest of documentation terms remain in line with existing TLB.

In August 2021, the margin applicable to TLB was reduced by 25 bps to Euribor plus 175 bps due to the decrease on the leverage ratio.

The Facilities Agreement provides a financial covenant based on the net leverage which shall not exceed the ratio 4.5:1 for any relevant period. The covenant only applies if the total amount of all drawings under the RCF exceeds 40% of the commitments under the RCF. At 30 June 2022 and 31 December 2021, the RCF has not yet been drawn and no financial covenant applies.

The Facilities Agreement limits dividend distribution if any Group company incurs an event of default as defined in the agreement.

In 2020, Befesa closed the financing structure for both plants under construction in China (Jiangsu and Henan). The notional and the rest of the conditions signed are shown in the table above.

At 30 June 2022 and 31 December 2021, 'Other' mainly includes short-term financing of Befesa Silvermet Iskenderun and debt related to the financial leases.

At 30 June 2022 and 31 December 2021, an amount of €75 million was undrawn from the syndicated financing arrangement.

10. Financial derivatives

The Group uses derivative financial instruments to hedge the risks to which its activities, operations and future cash flows are exposed, which are mainly risks arising from changes in exchange rates, interest rates and the market price of certain metals, mainly zinc. The detail of the balances that reflect the measurement of derivatives in the accompanying condensed interim consolidated statement of financial position at 30 June 2022 and 31 December 2021 is as follows:

30 June 31 December
2022 2021
Cash flow hedges non-current assets
Swap contracts for zinc 7,734 -
Interest rate swap 18,234 1,200
25,968 1,200
Cash flow hedges current assets:
Swap contracts for zinc - -
- -
Total assets 25,968 1,200
Cash flow hedges non-current liabilities:
Swap contracts for zinc 41,150 56,700
41,150 56,700
Cash flow hedges current liabilities:
Swap contracts for zinc 63,285 75,573
Swap foreign currency 539 77
63,824 75,650
Total liabilities 104,974 132,350

11. Long-term provisions

Provisions for
litigation,
pensions and
similar
obligations
Other
provisions for
contingencies
and charges
Total long-term
provisions
Balance at 31 December 2021 13,936 8,331 22,267
Profit and loss impact 2,170 (57) 2,113
Payment (480) - (480)
Transfers (3,279) - (3,279)
Conversion differences 340 566 906
Balance at 30 June 2022 12,687 8,840 21,527

Provision for litigation, pensions and similar obligations

At 30 June 2022, the Group recognised a provision of €6.3 million (€7.5 million at 31 December 2021) related to the compensation plans described in Note 24 of the 2021 consolidated financial statements. At 30 June 2022, the Group charged to the income statement €2.2 million (€2.7 million at 30 June 2021) and reclassified to 'Remuneration payable' €3.2 million related to this provision (€1.9 million at 30 June 2021).

Other provisions for contingencies and charges

The Group company Befesa Valera, S.A.S. recognised a provision of approximately €1.9 million at 30 June 2022 as well as at 31 December 2021 for the present value of the estimated costs of dismantling the concession for the performance of their activities at the Port of Dunkirk (France) following its termination.

In addition, the Group recognised other provisions under 'Other provisions for contingencies and charges' to meet liabilities, whether legal or implicit, probable or certain, due to contingencies, ongoing litigations and tax obligations, which arise as the result of past events and are more likely than not to require an outflow of resources embodying economic benefits from the Group to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

Befesa Zinc US Inc. recognised asset retirement obligations linked to its different facilities in the US of €6.2 million at June 2022 for the present value of estimated costs (€5.6 million at 31 December 2021).

12. Incomes and expenses. Revenues

Details of revenues by category for the six-month period ended 30 June 2022 and 30 June 2021 are as follows:

30 June 2022
%
30 June 2021 %
Steel Dust 353,818 62% 195,306 51%
-Sale of WOX and others metals 310,397 54% 168,277 44%
-Service fees 43,421 8% 27,029 7%
Salt Slags 41,308 7% 37,316 10%
-Sale of aluminium concentrates and melting salt 27,863 5% 22,456 6%
-Fees for recycling salt slags and SPL 13,445 2% 14,860 4%
Secondary Aluminium 217,714 38% 172,279 45%
-Sale of secondary aluminium alloys 199,199 35% 164,045 43%
-Technology division & others 18,515 3% 8,234 2%
Corporate, other minor eliminations (40,305) (20,665)
Total 572,535 384,236

The Group discloses revenue by reporting segment and geographical area in Note 3.

13. Taxation

Income tax is calculated as of the closing date on the basis of the applicable tax regulation. Nevertheless, any alteration on the applicable tax framework, would be accordingly considered on the financial statements prepared immediately after the date such regulation comes into effect.

At 30 June 2022, the accounts arising as a result of the Income Tax estimation for the six-month period ended 30 June 2022, is recorded under 'Accounts receivables from public authorities' and 'Accounts payables to public administrations' on the condensed interim consolidated statement of financial position included in these condensed interim consolidated financial statements.

14. Earnings per share

Basic earnings per share are calculated as follows:

30 June 2022 30 June 2021
Total amount
in € thousand
Earnings
per share in €
Total amount
in € thousand
Earnings
per share in €
Net income (attributable to Befesa S.A.'s
shareholders)
50,033 1.25 45,594 1.32
Weighted average shares 39,999,998 34,525,634

15. Guarantee commitments to third parties and contingencies

At 30 June 2022, a number of Group companies had provided guarantees for an overall amount of approximately €67.1 million (31 December 2021: €50.7 million) to guarantee their operations vis-à-vis customers, banks, government agencies and other third parties.

The Group has contingent liabilities for litigation arising in the ordinary course of business from which no significant liabilities are expected to arise other than those for which provisions have already been recognised.

16. Balances and transactions with related parties

All the significant balances at period-end between the consolidated companies and the effect of the transactions between them were eliminated on consolidation.

The detail of the balances with shareholders and Group and related companies at 30 June 2022 and 31 December 2021 is as follows:

30 June 2022 30 June 2021
Sales and
other income
Purchases and
other expenses
Sales and
other income
Purchases and
other expenses
Recytech S.A. 869 (8,189) 889 (4,777)
30 June 2022 31 December 2021
Accounts
receivable and
other current
financial assets
Accounts
payable
Accounts
receivable and
other current
financial assets
Accounts
payable
Recytech S.A. 290 1,244 258 1436
Befesa Zinc (Thailand) Ltd. 2,310 - 659 -
2,600 1,244 917 1,436

The balances and transactions of Group companies relate to sale and purchase transactions and other commercial operations on an arm's length basis.

All transactions are commercial and do not accrue interest, except for loans and the above credit facilities with the Group, carried out on an arm's length basis, the maturity of which are ordinary for these types of transactions.

As transactions with related parties are carried out on an arm's length basis, the Parent Company's Directors do not consider that this could give rise to significant liabilities in the future.

17. Subsequent events

There are no events between the financial statement date (30 June 2022) and the date of presentation of this H1 2022 Interim Report (28 July 2022) which would materially affect the Group's assets or the Group's financial and/or earnings position.

Management's responsibility statement

We, Javier Molina Montes and Wolf Uwe Lehmann, respectively Executive Chair and Chief Financial Officer, confirm, to the best of our knowledge, that:

  • the 2022 interim consolidated financial statements of Befesa S.A. presented in this Interim Financial Report, which have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit and loss of Befesa S.A. and the undertakings included in the consolidation taken as a whole, and
  • the Management Report includes a fair review of the development and performance of the business and the position of Befesa S.A. and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Luxembourg, 27 July 2022

Javier Molina Montes Wolf Uwe Lehmann

Additional information

Segmentation overview – key metrics

Steel Dust Recycling Services

H1 2022 H1 2021 Change Q2 2022 Q2 2021 Change
Key operational data (tonnes, unless specified otherwise)
EAFD throughput1 629,661 340,668 84.8 % 292,295 159,573 83.2 %
WOX sold 213,804 119,334 79.2 % 110,073 52,608 109.2 %
Zinc blended price (€ / tonne) 2,668 2,254 18.4 % 2,789 2,275 22.6 %
Total installed capacity2 1,555,300 825,300 88.5 % 1,555,300 825,300 88.5 %
Utilisation (%)2 81.6 % 83.2 % (160) bps 75.4 % 77.6 % (217) bps
Key financial data (€ million, unless specified otherwise)
Revenue 353.8 195.3 81.2 % 197.9 94.4 109.6 %
EBITDA 95.0 69.2 37.2 % 40.2 32.7 22.9 %
EBITDA margin 26.8 % 35.4 % (859) bps 20.3 % 34.6 % (1,432) bps
EBIT 68.4 59.6 14.7 % 26.1 28.0 (6.7) %
EBIT margin 19.3 % 30.5 % (1,118) bps 13.2 % 29.6 % (1,643) bps

Aluminium Salt Slags Recycling Services

Salt Slags subsegment

H1 2022 H1 2021 Change Q2 2022 Q2 2021 Change
Key operational data (tonnes, unless specified otherwise)
Salt slags and SPL recycled 172,949 195,764 (11.7) % 85,497 91,334 (6.4) %
Total installed capacity 450,000 450,000 0.0 % 450,000 450,000 0.0 %
Utilisation (%)3 77.5 % 87.7% (1,022) bps 76.2 % 81.4% (520) bps
Key financial data (€ million, unless specified otherwise)
Revenue 41.3 37.3 10.7 % 22.1 17.5 26.5 %
EBITDA 14.6 11.1 31.4 % 8.2 5.2 57.2 %
EBITDA margin 35.4 % 29.8 % 559 bps 37.2 % 29.9 % 726 bps
EBIT 10.1 6.5 56.6 % 6.1 2.9 110.6 %
EBIT margin 24.5 % 17.3 % 718 bps 27.5 % 16.5 % 1,097 bps

Secondary Aluminium subsegment

H1 2022 H1 2021 Change Q2 2022 Q2 2021 Change
Key operational data (tonnes, unless specified otherwise)
Secondary aluminium alloys produced 84,645 99,453 (14.9) % 42,401 48,170 (12.0) %
Aluminium alloy FMB price (€ / tonne)4 2,558 1,965 30.2 % 2,488 1,947 27.8 %
Total installed capacity 205,000 205,000 0.0 % 205,000 205,000 0.0 %
Utilisation (%)5 83.3 % 97.8 % (1,457) bps 83.0 % 94.2 % (1,129) bps
Key financial data (€ million, unless specified otherwise)
Revenue 217.7 172.3 26.4 % 119.8 89.8 33.3 %
EBITDA 9.0 13.7 (34.2) % 7.8 7.3 7.3 %
EBITDA margin 4.1 % 8.0 % (381) bps 6.5 % 8.1 % (159) bps
EBIT 5.0 9.6 (47.5) % 5.9 5.2 12.6 %
EBIT margin 2.3 % 5.6 % (325) bps 4.9 % 5.8 % (91) bps

Note: Segment splits, revenue and earnings contributions do not take into account corporate nor the inter-segment eliminations.

1 EAFD throughput does not include stainless steel dust treated volumes

2 Total installed capacity in Steel Dust does not include 174,000 tonnes per year of stainless-steel dust recycling operations; The increase in annual installed capacity to 1,555,300 tonnes reflects c.620,000 tonnes contributed by the acquired US recycling plants and 110,000 tonnes from Jiangsu (China); Utilisation represents EAFD processed against annual installed recycling capacity

3 Utilisation represents the volume of salt slags & SPL recycled against annual installed capacity; Total annual installed capacity figures do not include the 100,000 tonnes idled capacity at Töging, Germany

4 Aluminium Scrap and Foundry Ingots Aluminium pressure diecasting ingot DIN226/A380 European Metal Bulletin Free Market Duty paid delivered works

5 Utilisation represents the volume of secondary aluminium alloys produced against annual installed production capacity

Financial calendar

Thursday, 27 October 2022 Q3 2022 Statement & Conference Call

Notes: Befesa's financial reports and statements are published at 7:30 am CEST Befesa cannot rule out changes of dates and recommends checking them at the Investor Relations / Investor's Agenda section of Befesa's website www.befesa.com

IR contact

Rafael Pérez

Director of Investor Relations & Strategy Phone: +49 (0) 2102 1001 0 email: [email protected]

Published: 28 July 2022

All Befesa publications are available in the Investor Relations / Reports and Presentations section of Befesa's website www.befesa.com

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Disclaimer This report contains forward-looking statements and information relating to Befesa and its affiliates that are based on the beliefs of its management, including assumptions, opinions and views of Befesa and its affiliates as well as information cited from third party sources. Such statements reflect the current views of Befesa and its affiliates or of such third parties with respect to future events and are subject to risks, uncertainties and assumptions.

Many factors could cause the actual results, performance or achievements of Befesa and its affiliates to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: changes in general economic, political, governmental and business conditions globally and in the countries in which Befesa and its affiliates do business; changes in interest rates; changes in inflation rates; changes in prices; changes to national and international laws and policies that support industrial waste recycling; legal challenges to regulations, subsidies and incentives that support industrial waste recycling; extensive governmental regulation in a number of different jurisdictions, including stringent environmental regulation; management of exposure to credit, interest rate, exchange rate and commodity price risks; acquisitions or investments in joint ventures with third parties; inability to obtain new sites and expand existing ones; failure to maintain safe work environments; effects of catastrophes, natural disasters, adverse weather conditions, unexpected geological or other physical conditions, or criminal or terrorist acts at one or more of Befesa's plants; insufficient insurance coverage and increases in insurance cost; loss of senior management and key personnel; unauthorised use of Befesa's intellectual property and claims of infringement by Befesa of others' intellectual property; Befesa's ability to generate cash to service indebtedness changes in business strategy and various other factors.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or targeted. Befesa and its affiliates do not assume any guarantee that the assumptions underlying forward-looking statements are free of errors nor do they accept any responsibility for the future accuracy of the opinions expressed herein or the actual occurrence of the forecasted developments. No representation (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein or otherwise resulting, directly or indirectly, from the use of this document.

This report is intended for information only and should not be treated as investment advice. It is not intended as an offer for sale, or as a solicitation of an offer to purchase or subscribe to, any securities in any jurisdiction. Neither this report nor anything contained therein shall form the basis of, or be relied upon in connection with, any commitment or contract whatsoever. This report may not, at any time, be reproduced, distributed or published (in whole or in part) without prior written consent of Befesa.

First half and second quarter 2022 figures contained in this report have not been audited or reviewed by external auditors.

This report includes Alternative Performance Measures (APM), including EBITDA, EBITDA margin, EBIT, EBIT margin, Adjusted EBIT, Adjusted EBIT margin, net debt and capital expenditures which are not measures of liquidity or financial performance under International Financial Reporting Standards (IFRS). EBITDA is defined as operating profit for the period (i.e. EBIT) before the impact of amortisation, depreciation, impairment and provisions. EBITDA margin is defined as EBITDA divided by revenue. EBIT is defined as Operating profit for the year. The Company uses EBIT to monitor its financial return after both operating expenses and a charge representing the cost of usage of both its property, plant and equipment and definite‑life intangible assets. EBIT margin is defined as EBIT as a percentage of revenue. These non-IFRS measures should not be considered in isolation or as an alternative to results from operating activities, cash flow from operating, investing or financing activities, or other financial measures of Befesa's results of operations or liquidity derived in accordance with IFRS. Befesa believes that the APM included in this report are useful measures of its performance and liquidity. Other companies, including those in the industry in which Befesa operates, may calculate similarly titled financial measures differently than Befesa does. Because all companies do not calculate these financial measures in the same manner, Befesa's presentation of such financial measures may not be comparable to other similarly titled measures of other companies. These APM are not audited.

BEFESA

Befesa S.A. 68-70, Boulevard de la Pétrusse L-2320 Luxembourg Grand Duchy of Luxembourg www.befesa.com

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