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NX Filtration N.V.

Interim / Quarterly Report Aug 28, 2024

3868_ir_2024-08-28-065626_319708bd-0eb2-46d2-b1d9-13440cdb5553.pdf

Interim / Quarterly Report

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NX Filtration Semi-annual Report 2024

Condensed interim consolidated financial statements for the six months ended 30 June 2024

Report of the Management Board 4
Condensed interim consolidated statement of comprehensive income 17
Condensed interim consolidated statement of financial position 18
Condensed interim consolidated statement of changes in equity 19
Condensed interim consolidated statement of cash flows 20
Notes to the condensed interim consolidated financial statements 21
Colophon 30
Disclaimer 32

Contents

Report of the Management Board

This semi-annual report of NX Filtration N.V. (hereafter "NX Filtration" or the "Company") or the six months ended 30 June 2024 consists of the semi-annual report of the management board of the Company (the "Management Board"), including the responsibility statement by the Management Board, and the Condensed Interim Consolidated Financial Statements and the accompanying notes. All information included in this report is unaudited.

The Management Board hereby declares that to the best of its knowledge, the semi-annual report of the Management Board gives a fair view of the information required pursuant to section 5:25d sub 8-9 of the Dutch Financial Markets Supervision Act ("Wet op het financieel toezicht") and the Condensed Interim Consolidated Financial Statements as at and for the six months ended 30 June 2024, which have been prepared in accordance with IAS 34 - Interim Financial Reporting as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole.

NX Filtration is listed on the regulated market of Euronext Amsterdam.

Financial performance

Gross income was €5,878k in the first half year of 2024 compared to €3,737k in the first half year of 2023, an increase of 57% which was driven by the successful conversion of pilots into large full-scale projects, repeat projects with existing clients, and successful onboarding of various new OEMs across all regions.

Revenues in our Clean Municipal Water business line grew with 90%, from €1,427k in the first half year of 2023 to €2,708k in the first half year of 2024. We experienced a strong stepup in project sizes with, amongst others, our largest order to date for the world's largest hollow fiber nanofiltration water treatment plant in Mexico with a capacity of 17 million liters per day. In Indonesia, we onboarded a new OEM that used our membrane technology in a project related to peat water treatment for decentral drinking water production, an application with which we have already demonstrated successful performance over the past years. In Europe we continue to make strong progress with several key OEMs (e.g. Veolia, Aqualia, Suez and Nijhuis Saur) who are increasingly offering NX Filtration's products in various full-scale projects.

Revenues in our Sustainable Industrial Water business line grew with 42%, from €1,934k in the first half year of 2023 to €2,746k in the first half year of 2024. We added Thermax, an Indian multinational engineering company involved in clean air, clean energy and clean water, to our customer base and received initial large orders from them. On the Food & Beverage side, we continued our work with PepsiCo (now supplying them across North America, Europe and Asia), and collaborated with Bucher Denwel (launching a new sustainable beer filtration solution to its customers).

Other income slightly increased from €376k in the first half year of 2023 to €424k in the first half year of 2024, mainly driven by an increase in rental income from pilots growing from €271k in the first half year of 2023 to €307 in the first half year of 2024.

Gross margin, EBITDA and net profit

Gross margin remained strong with 59.1% in first half year of 2024 compared to 58.9% in the first half year of 2023, reflecting our strong technology position.

EBITDA loss was €6,406k in the first half year of 2024 compared to a loss of €5,310k in the first half year of 2023. The EBITDA loss is mainly driven by investing in the organization ahead-of-the-curve to facilitate future business. Net loss amounted to €8,277k compared to a net loss of €4,872k in the first half year of 2023, as deferred tax assets are no longer recognized as of 31 December 2023.

NX Filtration's medium-term objective is to realise a positive EBITDA margin by reaching a larger scale of operations and realizing purchasing benefits based on increasing volumes and optimising product design. NX Filtration's long-term objective is to realise an industry leading EBITDA margin based on benefitting from economies of scale, leveraging its fixed cost base as it realises its revenue growth and realising an increasing share of revenue from module replacements.

Finance and investments

NX Filtration's cash position at 30 June 2024 amounted to €69.0 million, compared to €49.9 million at 31 December 2023. The cash position was positively influenced by NX Filtration's newly secured combined equity and debt (real

estate financing) package of approximately €50 million in March 2024. Capital expenditures in the first half year of 2024 amount to €18.6 million as compared to €12.9 million in the same period of 2023, and mostly relate to the construction of our new factory.

Working capital increased to €15,377k as per 30 June 2024 versus €9,046k at 31 December 2023. The 31 December 2023 working capital balance was positively impacted by significant amount of Capex invoices outstanding related to the construction of the new production plant, which invoices have been paid in the first half year of 2024. This also impacted operating cash flow, that was €12,742k negative in the first half year of 2024, compared to €9,585k negative in the first half year of 2023.

The NX Filtration organization grew from 159 FTEs at 30 June 2023 (166 FTEs at 31 December 2023) to 166 FTEs at 30 June 2024.

Related party transactions

Transactions with related parties are disclosed in Note 14 of the condensed interim consolidated financial statements.

Principle risks and uncertainties

In our annual report for the financial year 2023 (which can be downloaded at www.nxfiltration. com/investors), we have extensively described certain risks and uncertainties, which could have a material adverse effect on our financial position and results. We believe that the risks

and uncertainties identified for the second half of 2024 remain in line with those that were presented in the aforementioned annual report.

Sustainability and ESG impact

Sustainability and a clear Environmental, Social and Governance (ESG) agenda are at the heart of NX Filtration's business. We passionately believe we have a responsibility to contribute positively to society and the environment. In the first half year of 2024, we became B Corp certified, as only publicly listed company on Euronext Amsterdam. This is a clear testimony to our commitment to a sustainable and socially responsible organization.

We continue to use our targeted ESG framework to address and monitor our impact along three pillars:

    1. Clean water for all: Our membrane sales in the first half year of 2024 can enable the production of 243 billion liters of clean water1, enabling access to clean water across 26 countries.
    1. Avoiding emissions at our customers: With our membrane module sales in the first half year of 2024, we enabled 3,145 ton CO2e savings during the deployment lifetime of our modules, by avoiding the use of 5.9 million kg of chemicals and saving 72 GWh energy compared to conventional technologies2.
    1. Our internal initiatives: We have implemented various sustainability measures and initiatives around ESG related themes in our own operations, for our employees and our partners.

2 See Sustainability Chapter in the 2023 Annual Report for details, assumptions and methodologies

1 Based on NX Filtration's sales of 2,223 dNF and UF membrane modules multiplied by the expected capacity and lifetime of such modules

Market developments and commercial roll-out

Water scarcity and water quality remain key drivers for positive market development for direct nanofiltration in 2024 and beyond. According to the United Nations, global demand for freshwater will exceed supply by 40% by 2030 if no action is taken. To combat water scarcity, the European Parliament voted in April 2024 to introduce new EU rules for wider reuse of treated urban wastewater. The new rules for, among other things, removing micro-pollutants underline the need for new technologies. Also outside Europe, we observe strong trends around freshwater conservation and innovative wastewater reuse solutions, particularly in regions confronted with droughts and growing water consumption. The trend of wastewater reuse is reflected in NX filtration's customer base, for instance with the sale of direct nanofiltration membranes for indirect reuse of drinking water in Mexico's largest hollow fiber nanofiltration scheme.

Water reuse is not only at the top of the agenda of water treatment companies, the global water scarcity is also forcing industrial companies, especially water-intensive industries in, for example, the beverage and high-tech sectors, to set up strategies that reduce the risk of water scarcity and become more selfsufficient. But contingency is not the only driver, a growing number of companies are demonstrating true water stewardship. This is driving the need for sustainable practices that offer opportunities for direct nanofiltration to make existing water treatment methods more sustainable.

In the field of water quality, governments around the world are adapting legislation to ensure water quality. In the US, the firstever national drinking water regulation for PFAS came into force in April 2024. The US Environmental Protection Agency (EPA)

expects that 4,100 to 6,700 public drinking water systems (out of a total of 66,000) will need to take action to reduce PFAS to meet these new standards. With increased concerns about PFAS levels in water, it is only a matter of time when regulations will be updated globally to protect public health.

NX Filtration is actively working with its OEM partners on deploying its direct nanofiltration technology in, amongst others, the abovementioned market trends. Pilots play an important role in our commercial roll-out strategy, that is based on converting pilot projects into larger demo or full-scale projects, with subsequent repeat orders from existing clients, and periodic module replacements at existing plants.

One of our medium-term objectives at the time of our IPO related to growing to approximately 200 pilots per year, which we already achieved last year. As we further mature, and our OEMs become increasingly familiar with our technology, we expect this number to stabilize going forward. In the first half year of 2024, NX Filtration initiated 104 pilot projects, similar as in the first half year of 2023. Also our fleet of pilot systems remained constant at 190 systems per 30 June 2024. We see increasing activity of OEMs and partners to deploy their own pilots, therewith shifting our focus from expanding our pilot fleet towards optimal deployment for near, medium and long-term commercial opportunities.

Pilot projects continue the generate very positive outcomes with our customers. In the first half-year of 2024 we delivered our dNF modules for 5 full-scale projects, of which 2 were repeat orders from customers who had already worked with NX Filtration before. In the first half year of 2024 NX Filtration received an additional 2 replacement orders for projects we delivered a first set of membrane modules in the past years.

As our pilot program further matures, we are also becoming more confident about the success rate of our pilots. Since 2020, we have initiated 594 pilot projects. Of these, 83 have already converted in a demo or full-scale project. The vast majority of the initiated pilot projects are either still running, have been extended into a more extensive larger pilot project, or have been concluded successfully but are still in the process of decision making, financing, permitting or engineering. We estimate that less than 30% of the commercial pilot projects we initiated are no longer associated with a potential future project. This predominantly relates to pilot projects with our smaller Mexplorer pilot systems, and is in most cases caused by the project no longer being pursued by the customer (for example because of budget reasons), and in a limited number of cases by our technology not being selected as preferred option for the related project opportunity (for example because of risk averseness to work with a new technology or because of very specific treatment requirements outside the direct scope of our products). Based on the learnings from previous pilot trajectories, we have further finetuned our pilot qualification processes.

Start-up new factory

We are proud that in the first half-year we have successfully started-up our new largescale factory for the production of our membrane modules according to schedule and within the anticipated Capex budget. ESG is strongly embedded in the design of this factory, with more than 1,350 solar panels for electricity generation, a unique peer-topeer heat exchange system with neighboring datacenter Previder, an extensive heat energy management and reuse system, and an inhouse water treatment facility.

As communicated we decided to move our entire operations into this new facility, in order to enable further efficiencies and optimizations in our operations. In July 2024 we already completed the transfer of our former module production operations from our previous location at the Josink Esweg in Enschede, the Netherlands, and in the coming months we will also start the transfer of our former membrane production operations from our previous location at the Institutenweg in Enschede, the Netherlands.

Priorities and outlook for the second half of 2024

Sustaining and accelerating adoption of our technology through our commercial roll-out strategy remains top priority in the second half year of 2024. We will further intensify our existing approach in working with OEM partners to roll-out pilot projects and convert these pilots into demo- and full-scale projects, focus on realizing more and larger repeat projects with OEMs, and therewith expanding our installed base for future replacement sales.

After the successful start-up of our new factory, we will continue to move our existing operations into this new facility to enable further efficiencies. We have already completed the transfer of our former module production operations, and in the coming months we will also start the transfer of our former membrane production operations. The additional capacity from our new factory will enable us to supply larger projects from our growing overall pipeline of opportunities for the medium term.

All underlying business drivers continue to develop in a favorable direction, and we reconfirm our outlook on total revenues for 2024 of in excess of €16 million, amongst others supported by a growing number of successful pilot projects and concrete project opportunities from our growing OEM customer base.

We welcome our new CEO (Floris Jan Cuypers per 1 September) and CFO (Jan Feie Zwiers per 1 August 2024). Together with our existing leadership consisting of our COO (Michiel Staatsen), CTO (Erik Roesink) and CCO (Alejandro Roman), we remain fully committed to making an impact based on our mission 'clean and affordable water for all', whilst offering strong sustainability benefits to our customers and providing an inspiring working environment for our employees.

Hengelo, the Netherlands, 28 August 2024

Management Board

Michiel Staatsen

Erik Roesink

We successfully started-up our

We became B CORP CERTIFIED, a clear testimony to our commitment to a sustainable and socially responsible organization

Condensed interim consolidated financial statements for the six months ended 30 June 2024

In EUR '000 Notes 30 June 2024 30 June 2023
Revenue from sale of goods 4 5,454 3,361
Other income 5 424 376

Operating expenses

In EUR '000 Notes 30 June 2024 30 June 2023
Revenue from sale of goods 4 5,454 3,361
Other income 5 424 376
5,878 3,737
Operating expenses
Costs of raw materials and consumables (2,232) (1,380)
Changes in inventories of finished goods and work in progress 1,415 2,517
Personnel expenses (6,922) (6,293)
Amortization on intangible assets (340) (333)
Depreciation on property, plant and equipment and right-of-use assets (2,036) (1,807)
Operating costs 6 (4,453) (3,643)
Research & development costs (92) (248)
Operating expenses (14,660) (11,187)
Operating Loss (8,782) (7,450)
Finance income / (expenses) 512 884
Loss before income tax (8,270) (6,566)
Income tax benefit / (expense) 7 (7) 1,694
Net loss for the period (8,277) (4,872)
Other comprehensive result for the period - -
Total comprehensive loss for the period (8,277) (4,872)
Total comprehensive loss for the period
(attributable to the owners of the Company) (8,277) (4,872)
Earnings per share
Basic earnings per share (EUR) (0.14) (0.10)
Diluted earnings per share (EUR) (0.15) (0.10)

(i) Condensed interim consolidated statement of comprehensive income

In EUR '000 Notes 30 June 2024 31 December 2023 In EUR '000
Notes
Attributable to equity owners of NX Filtration N.V.
Assets Share
capital
Share
premium
Retained
earnings
Total
equity
Non-current assets Balance - 1 January 2023 500 170,450 (28,412) 142,538
Intangible assets 2,948 2,637
Property, plant and equipment 8 74,110 57,890 Loss for the period - - (4,872) (4,872)
Right-of-use assets 903 1,448 Other comprehensive result - - - -
Deferred tax assets 13 16 Total comprehensive loss for the period - - (4,872) (4,872)
Total non-current assets 77,974 61,991
Current assets Transactions with owners in their capacity as owners
Inventories 16,383 15,063 Share-based payment transactions - - 36 36
Trade and other receivables 9 7,984 9,057 Dividend - - - -
Cash and cash equivalents 69,020 49,928 Balance - 30 June 2023 500 170,450 (33,248) 137,702
Total current assets 93,387 74,048
Balance - 1 January 2024 500 170,450 (51,498) 119,452
Total assets 171,361 136,039 Loss for the period - - (8,277) (8,277)
Other comprehensive income (loss) - - - -
Group equity Total comprehensive loss for the period - - (8,277) (8,277)
Share capital 10 579 500
Share premium 10 195,505 170,450 Transactions with owners in their capacity as owners
Retained earnings 10 (59,671) (51,498) Issuance of ordinary shares 79 25,055 - 25,134
Total equity 136,413 119,452 Share-based payment transactions - 104 104
Dividend - - - -
Non-current liabilities Balance - 30 Jun 2024 579 195,505 (59,671) 136,413
Borrowings 11 25,000 -
Lease liabilities 11 508 951
Total non-current liabilities 25,508 951
Current liabilities
Trade and other payables 12 8,990 15,074
Lease liabilities 11 450 562
Total current liabilities 9,440 15,636
Total liabilities 34,948 16,587
Total equity and liabilities 171,361 136,039

(ii) Condensed interim consolidated statement of financial position (iii) Condensed interim consolidated statements of changes in equity

In EUR '000 Notes 30 June 2024 30 June 2023
Cash flows from operating activities
Operating loss (8,782) (7,450)
Adjustments to reconcile profit before taxation to net cash flows:
Depreciation, amortisation and impairment expenses 2,376 2,140
Income taxes (paid)/received (4) -
Share-based payment expenses 104 36
Changes in working capital:
- Increase inventories (1,320) (6,051)
- Decrease/(Increase) trade and other receivables 1,073 288
- Increase/(Decrease) trade and other payables (6,189) 1,452
Net cash inflow/(outflow) from operating activities (12,742) (9,585)
Cash flows from investing activities
Payment for property, plant and equipment 8 (17,988) (12,309)
Payment for intangible assets (651) (633)
Net cash inflow/(outflow) from investing activities (18,639) (12,942)
Cash flows from financing activities
Proceeds from share premium contribution and issuance of shares 25,134 -
Proceeds from borrowings 25,000
Principal elements of lease payments (279) (287)
Interest (paid)/received 619 741
Net cash inflow/(outflow) from financing activities 50,474 454
Net increase (decrease) in cash and cash equivalents 19,093 (22,073)
Cash and cash equivalents at the beginning of the financial year 49,928 104,274
Effects of exchange rate changes on cash and cash equivalents (1) -
Cash and cash equivalents at the end of the financial period 69,020 82,201

(iv) Condensed interim consolidated statement of cash flows Notes

General information

NX Filtration N.V. (hereafter "NX Filtration" or the "Company", and together with its subsidiaries, the "Group") is a public company (naamloze vennootschap) and the leading provider of hollow fiber nanofiltration membrane technology for producing pure and affordable water to improve quality of life.

NX Filtration developed a revolutionary direct nanofiltration (dNF) membrane technology designed to remove micropollutants (including pharmaceuticals, medicines, PFAS and insecticides), colour and selective salts, but also bacteria, viruses and nanoplastics, from water whilst offering strong sustainability benefits.

NX Filtration targets the "Clean Municipal Water" and "Sustainable Industrial Water" markets, for which NX Filtration delivers products (membrane modules) that can be used to:

    1. Produce drinking water from surface water by removing amongst others micropollutants, nano plastics and medicine residues
    1. Treat wastewater streams to enable reuse and prevent discharge of polluting substances in the environment
    1. Treat well water to optimize quality and characteristics for process water
    1. Enable reuse of wastewater for industrial processes
    1. Recover and recycle valuable raw materials from wastewater streams, such as indigo in the textile industry

The Company assessed the possible effects of climate change on its financial position and has not identified effects that materially impact its financial position.

NX Filtration is the holding company of the Group, which consists of NX Filtration and the following subsidiaries which are included in the group consolidated financial statements:

Subsidiary Domicile and country Participation
NX Filtration B.V. Hengelo,
the Netherlands
100%
NX Filtration
Real Estate B.V.
Hengelo,
the Netherlands
100%
NX Filtration
International B.V.
Hengelo,
the Netherlands
100%
- NX Filtration
Americas LLC
Delaware,
United States
of America
100%
- NX Filtration
India Private Ltd
Bangalore,
Republic
of India
100%
- NX Filtration
(Beijing)
Membrane
Technology Co
Ltd.
Beijing,
People's Republic
of China
100%

NX Filtration is registered in the Chamber of Commerce under number 64951030 and has it registered offices at Hengelo, the Netherlands.

These condensed interim consolidated financial statements were approved for issuance on 28 August 2024.

The information in these condensed interim consolidated financial statements is unaudited.

Basis of preparation

The condensed interim consolidated financial statements as at and for the six months ended 30 June 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union. They do not include all of the information required for a complete set of International Financial Reporting Standards (IFRS) financials Statements and should be read in conjunction with NX Filtration's Annual Report 2023.

All amounts have been rounded to the nearest thousand, unless otherwise indicated.

Going concern

In recent years, the Company has been incurring losses mainly due to ahead of the curve investments to roll out their commercial strategy, create global sales presence, further develop the disruptive dNF technology and extend the production capacity to facilitate the expected growth in revenue.

The Company incurred net losses of € 8.3 million (first half of 2023: € 4.9 million) and negative operating cash flows of € 12.7 million (first half of 2023: € 9.6 million). Per 30 June 2024, the cash balance amounts € 69.0 million (31 December 2023: € 49.9 million).

The Company's ability to continue as a going concern is highly contingent upon its ability to execute on the successful roll out of its business strategy and to remain flexible in order to mitigate unforeseen circumstances that will impact the profitability of the Company. Management performed a sensitivity analyses on sales forecasts and options for cost reductions and savings on capital expenditure. The Company has a clear plan to become cash-flow positive in the medium term.

The Company secured 25.0 million of debt financing in April 2024 (see note 11) and placed new ordinary shares on 28 March 2024 raising gross proceeds of approximately € 25.5 million. The Company expects that this combined financing package will fund the Company's operations and provide it with sufficient headroom to fund its growth ambitions.

Therefore the accounting policies used in these condensed interim consolidated financial statements are based on the expectation that the Company will be able to continue as a going concern.

Basis of measurement

The accounting policies adopted are consistent with those applied in the IFRS consolidated financial statements as at and for the year ended 31 December 2023.

The preparation of the condensed interim consolidated financial statements requires management to make judgements and estimates that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reported periods. The estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Significant judgements & estimates 2

Summary of significant accounting policies 1

The significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

3

Changes in accounting 4 policies and disclosures

A number of amended standards became applicable for the current reporting period. The Company did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.

New and revised IFRSs effective in 2024

The following amendments and revisions to existing standards became effective for the Company consolidated financial statements as of 1 January 2024:

Amendments to IAS 1, "Classifications of Liabilities as Current or Non-current" and "Non-current Liabilities with Covenants"

Amendments to IFRS 16, "Lease Liability in a Sale and Leaseback"

Amendments to IAS 7 and IFRS 7, "Supplier Finance Arrangement"

None of these standards which became effective had a material impact on the Company's interim condensed financial statements. This is also not expected on future reporting periods or on foreseeable future transactions.

New accounting policies not yet effective for 2024

Certain new accounting standards and amendments to standards have been published that are not mandatory for reporting periods starting on or after 1 January 2024 and have not been early adopted by the Company. For none of these standards that are not yet effective it is expected that they have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.

The Company's revenue originates from sale of products. The Company recognizes all its revenue at a point in time, when control over the asset is transferred to the customer.

Set out below is the disaggregation of the Company's revenue from sales of goods per market segment:

In EUR '000 30 June
2024
30 June
2023
Type of markets
Sustainable Industrial Water 2,746 1,934
Clean Municipal Water 2,708 1,427
Total revenues from sale of goods 5,454 3,361

Revenue from sales of goods by region based on the destination of products and location of projects:

In EUR '000 30 June
2024
30 June
2023
Geographical split
Netherlands 239 119
Europe (excluding Netherlands) 1,583 1,776
North America 193 163
Asia 1,587 1,228
Rest of World 1,852 75
Total revenues from sale of goods 5,454 3,361

Set out below is the disaggregation of the Company's other income:

In EUR '000 30 June
2024
30 June
2023
Government grants 35 105
Pilot income 307 271
Other 82 0
Total other income 424 376

22 NX Filtration - Semi-annual Report 2024 NX Filtration - Semi-annual Report 2024 23

Government grants comprises of the several government grants received for the Company's research & development activities in the field of water filtration. NX Filtration has fulfilled all conditions relating to grants at time of recognition.

Pilot income relates to rental income from NX Filtration's pilot equipment. Note that related module sales as part of pilot projects are included in revenue from sale of goods.

In EUR '000 30 June
2024
30 June
2023
Housing expenses 1,147 746
Other personnel expenses 469 626
Administrative expenses 1,032 880
Selling expenses 1,374 819
Operating expenses 431 572
Total operating costs 4,453 3,643

This note provides an analysis of the Company's income tax expense.

In EUR '000 30 June
2024
30 June
2023
Current tax
Current tax on profits for the
year
(4) -
Adjustments for previous years - -
Total current tax (expense) benefit (4) -
Deferred income tax
Total income tax (expense) benefit (7) 1,694
Total deferred tax (expense) benefit (3) 1,694
Change in tax rates - -
Income tax on operations (3) 1,694

The tax on the Company's profit before tax differs from the statutory amount that would arise using the tax rate applicable to profits of the entity. The reconciliation of the effective tax rate is as follows:

In EUR '000 30 June
2024
30 June
2023
Result from operations (8,277) (4,872)
Total income tax (7) 1,694
Profit (loss) before income tax (8,270) (6,566)
Tax calculated based on Dutch
tax rate
25.8% 25.8%
Tax effect of:
Current-year losses for which no
deferred tax asset is recognised
-25.9% 0.0%
Other differences 0.0% 0.0%
Effective tax rate -0.1% 25.8%

At 31 December 2023, the deferred tax assets resulting from carry-forward losses in the Netherlands have been fully derecognized and subsequent losses are not recognized. This derecognition has no cash implications and the tax losses remain available for the Company at the moment it starts to generate profits. As of June 30, 2024, the amount of tax losses that can be offset in the future amounts to € 56.9 million.

Income tax benefit 7

The movement in property, plant and equipment was as follows:

We have taken in use the building and related installations of our new factory (€ 42.9 million) and started depreciation in June 2024.

In EUR '000 Land &
Buidlings
Machinery
and equipment
Pilot
equipment
Assets under
construction
Total
At 1 January 2023
Cost 4,048 9,401 7,031 2,141 22,621
Accumulated impairments and depreciation (47) (3,011) (1,028) - (4,086)
Net book value 4,001 6,390 6,003 2,141 18,535
Year ended 31 December 2023
Opening net book value 4,001 6,390 6,003 2,141 18,535
Additions - - - 42,977 42,977
Reclassification assets under construction 8 884 724 (1,616) -
Reclassification to inventory - - (484) (484)
Disposal - (237) - - (237)
Depreciation for the year (56) (1,596) (1,474) - (3,126)
Depreciation of disposal (9) 234 - - 225
Closing net book value 3,944 5,675 4,769 43,502 57,890
At 1 January 2024
Cost 4,056 10,049 7,271 43,502 64,878
Accumulated impairments and depreciation (112) (4,374) (2,502) - (6,988)
Net book value 3,944 5,675 4,769 43,502 57,890
Interim period ended 30 June 2024
Opening net book value 3,944 5,675 4,769 43,502 57,890
Additions - - 17,988 17,988
Reclassification assets under construction 42,916 477 (107) (43,286) -
Disposal - - - - -
Depreciation for the year (238) (835) (695) - (1,768)
Depreciation of disposal - - - - -
Closing net book value 46,622 5,317 3,967 18,204 74,110
In EUR '000 Land &
Buidlings
Machinery
and equipment
Pilot
equipment
Assets under
construction
Total
At 1 January 2023
Cost 4,048 9,401 7,031 2,141 22,621
Accumulated impairments and depreciation (47) (3,011) (1,028) - (4,086)
Net book value 4,001 6,390 6,003 2,141 18,535
Year ended 31 December 2023
Opening net book value 4,001 6,390 6,003 2,141 18,535
Additions - - - 42,977 42,977
Reclassification assets under construction 8 884 724 (1,616) -
Reclassification to inventory - - (484) (484)
Disposal - (237) - - (237)
Depreciation for the year (56) (1,596) (1,474) - (3,126)
Depreciation of disposal (9) 234 - - 225
Closing net book value 3,944 5,675 4,769 43,502 57,890
At 1 January 2024
Cost 4,056 10,049 7,271 43,502 64,878
Accumulated impairments and depreciation (112) (4,374) (2,502) - (6,988)
Net book value 3,944 5,675 4,769 43,502 57,890
Interim period ended 30 June 2024
Opening net book value 3,944 5,675 4,769 43,502 57,890
Additions - - 17,988 17,988
Reclassification assets under construction 42,916 477 (107) (43,286) -
Disposal - - - - -
Depreciation for the year (238) (835) (695) - (1,768)
Depreciation of disposal - - - - -
Closing net book value 46,622 5,317 3,967 18,204 74,110
In EUR '000 Land &
Buidlings
Machinery
and equipment
Pilot
equipment
Assets under
construction
Total
At 1 January 2023
Cost 4,048 9,401 7,031 2,141 22,621
Accumulated impairments and depreciation (47) (3,011) (1,028) - (4,086)
Net book value 4,001 6,390 6,003 2,141 18,535
Year ended 31 December 2023
Opening net book value 4,001 6,390 6,003 2,141 18,535
Additions - - - 42,977 42,977
Reclassification assets under construction 8 884 724 (1,616) -
Reclassification to inventory - - (484) (484)
Disposal - (237) - - (237)
Depreciation for the year (56) (1,596) (1,474) - (3,126)
Depreciation of disposal (9) 234 - - 225
Closing net book value 3,944 5,675 4,769 43,502 57,890
At 1 January 2024
Cost 4,056 10,049 7,271 43,502 64,878
Accumulated impairments and depreciation (112) (4,374) (2,502) - (6,988)
Net book value 3,944 5,675 4,769 43,502 57,890
Interim period ended 30 June 2024
Opening net book value 3,944 5,675 4,769 43,502 57,890
Additions - - 17,988 17,988
Reclassification assets under construction 42,916 477 (107) (43,286) -
Disposal - - - - -
Depreciation for the year (238) (835) (695) - (1,768)
Depreciation of disposal - - - - -
Closing net book value 46,622 5,317 3,967 18,204 74,110
In EUR '000 Land &
Buidlings
Machinery
and equipment
Pilot
equipment
Assets under
construction
Total
At 1 January 2023
Cost 4,048 9,401 7,031 2,141 22,621
Accumulated impairments and depreciation (47) (3,011) (1,028) - (4,086)
Net book value 4,001 6,390 6,003 2,141 18,535
Year ended 31 December 2023
Opening net book value 4,001 6,390 6,003 2,141 18,535
Additions - - - 42,977 42,977
Reclassification assets under construction 8 884 724 (1,616) -
Reclassification to inventory - - (484) (484)
Disposal - (237) - - (237)
Depreciation for the year (56) (1,596) (1,474) - (3,126)
Depreciation of disposal (9) 234 - - 225
Closing net book value 3,944 5,675 4,769 43,502 57,890
At 1 January 2024
Cost 4,056 10,049 7,271 43,502 64,878
Accumulated impairments and depreciation (112) (4,374) (2,502) - (6,988)
Net book value 3,944 5,675 4,769 43,502 57,890
Interim period ended 30 June 2024
Opening net book value 3,944 5,675 4,769 43,502 57,890
Additions - - 17,988 17,988
Reclassification assets under construction 42,916 477 (107) (43,286) -
Disposal - - - - -
Depreciation for the year (238) (835) (695) - (1,768)
Depreciation of disposal - - - - -
Closing net book value 46,622 5,317 3,967 18,204 74,110
In EUR '000 30 June
2024
31 December
2023
Trade receivables 5,800 4,722
Less: loss allowance (449) (42)
Trade receivables - net 5,351 4,680
Prepaid expenses 935 498
Other taxes 1,397 3,491
Other receivables 302 388
Total 7,984 9,057

The Company's issued capital amounted to €500,251.90 at 31 December 2023, divided into 50,025,190 Ordinary Shares. The authorized capital (maatschappelijk kapitaal) of NX Filtration N.V. amounts to €1,750,000 divided into 175,000,000 ordinary shares.

On 28 March 2024, the Company issued 7,832,341 ordinary shares against an issue price of €3.255 each with a nominal value of €0.01, as a result of which the Company's current issued capital amounts to €578,575.31 divided into 57,857,531 ordinary shares. The share premium reserve relates to contribution on issued shares in excess of the nominal value of the shares (above par value).

In EUR '000 30 June
2024
31 December
2023
Borrowing
(subject to future covenants) 25,000
-
Leases 508 951
Total (non-current liabilities) 25,508 951

Borrowing

On 10 April 2024, NX Filtration Real Estate B.V., a wholly-owned subsidiary of the Company, entered into a financing agreement with ABN AMRO Bank N.V. (ABN AMRO) pursuant to which ABN AMRO has granted two loans to NX Filtration Real Estate B.V.:

a loan with a maturity of ten (10) years in the principal amount of € 12,500,000 with EIB interest discount

This loan carries an annual variable interest rate of 3-months EURIBOR + a 2.28% markup (including the EIB interest discount). According to the financing agreement, this loan will be repaid in 31 installments of € 195,000 starting 1 July 2026, and one closing repayment of € 6,455,000 at 1 April 2034.

a loan with a maturity of ten (10) years in the principal amount of € 12,500,000 This loan carries an annual variable interest rate of 3-months EURIBOR + a 2.60% markup. According to the financing agreement, this loan will be repaid in 31 installments of € 195,000 starting 1 July 2026, and one closing repayment of € 6,455,000 at 1 April 2034.

Material terms and conditions

NX Filtration Real Estate B.V. and ABN AMRO have agreed to certain terms and conditions, including financial covenants and security rights in favour of ABN AMRO.

The following financial covenants apply as from 30 June 2024.

Guaranteed capital (Equity ratio)

The guaranteed capital of NX Filtration Real Estate B.V. should be equal to or more than 35% (tested on a yearly basis, starting 31 December 2024).

The equity ratio is calculated by equity divided by the balance sheet total. Both are adjusted for intangible assets, deferred taxes, subsidiaries, minority interest, any liabilities or receivables related to shareholders or board members and intercompany positions.

Debt service coverage ratio

The debt service coverage ratio of NX Filtration Real Estate B.V. should be equal to or more than 1.10 (tested on a yearly basis, starting 31 December 2024).

The debt service coverage ratio is calculated by dividing net earnings before interest, taxes, depreciation and amortization by repayments, income of (minority) participations and subsidiaries, interest costs and other financial income and expenses.

Loan to value ratio

The loan to value ratio of NX Filtration Real Estate B.V. may not exceed:

-55.8% in the period 30 June 2024 until 31 December 2027; and -50.0% in the period as from 1 January 2028.

These ratios are tested on a yearly basis, starting 31 December 2024.

NX Filtration Real Estate complied with the financial covenants on 30 June 2024 and based on current scenario's and forecast expects to be compliant on the testing date 31 December 2024.

NX Filtration Real Estate granted the following security rights in favour of ABN AMRO:

Mortgage Rights

  • A first-ranking mortgage, amounting to EUR 40,000,000.00 plus 40% for interest and costs relating to the financing agreement. This mortgage has been granted on the registered property of NX Filtration Real Estate B.V. in Hengelo, Haaksbergerstraat 95, the Netherlands, in accordance with a notarial deed of mortgage. The mortgage covers also certain other registered rights.

Pledges

  • A first ranking pledge on receivables and rights from existing and future rental agreements.
  • A pledge on inventories of NX Filtration Real Estate B.V., on the basis of the general banking terms and conditions.

In addition to the security rights granted by NX Filtration Real Estate B.V., NX Filtration B.V. granted a first pledge on a water treatment plant (which is used for the Company's own operations).

Other Securities and Declarations

  • Cash flow guarantee from NX Filtration N.V., located in Enschede, which will be terminated if the EBITDA of the NX Filtration N.V. is at least EUR 16,000,000.
  • Repayment of certain intercompany receivables by means of a debt-for-equity swap in NX Filtration Real Estate B.V. ultimately on 30 June 2024, which has been finalized.

Lease liabilities

The Company leases several assets, which can be combined into the asset classes: (i) buildings, and (ii) vehicles. Lease contracts for these assets are typically entered into for a period between 3 to 5 years, but some leases may include renewal and/or termination options.

In EUR '000 30 June
2024
31 December
2023
Trade payables 6,600 13,039
Tax payables 681 316
Employee benefits 517 631
Payments received in advance 331 279
Other liabilities 861 809
Total 8,990 15,074

The Company has no financial assets or liabilities measured at fair value.

At 30 June 2024 and 31 December 2023, the carrying amounts of cash and cash equivalents, trade receivables and trade payables approximated their fair values due to the short-term maturities of these assets and liabilities.

All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a related party. Also, entities which can control, jointly control or significantly influence the Company are considered a related party. In addition, statutory and supervisory directors and close relatives are regarded as related parties.

Trade and other payables 12

Financial Instruments by category 13

The following transactions were carried out with related parties:

Related party transactions 14

  • Key management compensation
  • Management fee to Infestos Holding E B.V.
  • The agreement with Polymer Filtration Solutions GmbH (PFS) which is a long-term supplier of sulfonated poly (ether sulfone) to NX Filtration. PFS is under the (indirect) control of Infestos Nederland B.V.

All these transactions are made on terms equivalent to those that prevail in arm's length transactions.

Events after the end of the reporting period

  • Jan Feie Zwiers started 1 August 2024 as Chief Financial Officer (CFO) of the Company.
  • Floris Jan Cuypers will start 1 September 2024 as Chief Executive Officer (CEO) of the Company.

NX Filtration Semi-annual Report 2024

NX Filtration N.V.

Address Haaksbergerstraat 95 7554 PA Hengelo The Netherlands

Contact +31 850479900 [email protected]

Colophon

IMPORTANT: The information set out herein (the Information) does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase securities of NX Filtration.

The Information contains forward-looking statements. All statements other than statements of historical facts may be forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms such as guidance, expected, step up, announced, continued, incremental, on track, accelerating, ongoing, innovation, drives, growth, optimising, new, to develop, further, strengthening, implementing, well positioned, roll-out, expanding, improvements, promising, to offer, more, to be or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forwardlooking statements reflect NX Filtration's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to NX Filtration's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward looking statements reflect the current views of NX Filtration and assumptions based on information currently available to NX Filtration. Forward-looking statements speak only as of the date they are made, and NX Filtration does not assume any obligation to update such statements, except as required by law. NX Filtration's gross income outlook estimates are management estimates resulting from NX Filtration's pursuit

of its strategy. NX Filtration can provide no assurances that the estimated future gross income will be realised and the actual gross income for 2024 could differ materially. The expected gross income have also been determined based on assumptions and estimates that NX Filtration considered reasonable at the date these were made. These estimates and assumptions are inherently uncertain and reflect management's views which are also based on its historic success of being assigned projects, which may materially differ from the success rates for any future projects. These estimates and assumptions may change as a result of uncertainties related to the economic, financial or competitive environment and as a result of future business decisions of NX Filtration or its clients, such as cancellations or delays, as well as the occurrence of certain other events.

All figures in this report are unaudited and are subject to change. Certain figures contained in this report, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this report may not conform exactly to the total figure given. In presenting and discussing the NX Filtration's financial position, operating results and cash flows, management uses certain non-IFRS financial measures. These non-IFRS financial measures should not be viewed in isolation as alternatives to the equivalent IFRS measure and should be used in conjunction with the most directly comparable IFRS measures. Non-IFRS financial measures do not have standardised meaning under IFRS and therefore may not be comparable to similar measures presented by other companies.

Disclaimer

The following is a summary of selected key risks that, alone or in combination with other events or circumstances, may have a significant negative impact on the business, financial condition, results of operations and prospects of NX Filtration and its consolidated subsidiaries: (i) NX Filtration has a limited operating history and NX Filtration's nascent technology makes evaluating its business and future prospects difficult, (ii) NX Filtration experienced losses in the past and it does not expect to be profitable for the foreseeable future, (iii) Competition in the water treatment solution market may materially adversely affect its market shares, margins and results of operations, (iv) NX Filtration is dependent upon acceptance of its new technology and approach by customers and future partners, and if NX Filtration cannot achieve and maintain market acceptance, NX Filtration will be unable to build a sustainable or profitable business, (v) Technology is constantly evolving and NX Filtration must successfully develop, manufacture and market products that improve upon existing technologies in order to achieve acceptance and remain competitive, (vi) An unsuccessful pilot system or demo-phase or inconsistent performance of NX Filtration's products, or of products similar to or in the same categories as those of NX Filtration, could harm the integrity of, or customer support for, NX Filtration's products and materially adversely affect NX Filtration's sales, (vii) Demand for NX Filtration's products depends on the continuation of market trends towards greater sustainability, including trends to address global water issues, decarbonisation and lowering the corporate water footprint, (viii) NX Filtration's business and strategy depends, in part, on certain significant customers and its relationship with OEMs, (ix) NX Filtration's failure to protect its

intellectual property rights may undermine its competitive position, and litigation to protect its intellectual property rights may be costly, time consuming and distracting from daily operations.

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