RHI Magnesita Regulatory News (RHIM)

RHI Magnesita N.V.

("RHI Magnesita" or the "Company" or "Group")

Unaudited Half Year Results

RHI Magnesita today announces its results for the six months ended 30 June 2019 ("H1 2019" or the "Period")

Highlights

(€m unless stated otherwise)

1 Adjusted measures are alternative performance measures which reflect the way in which Management assesses the underlying performance of the business. Full details of the APMs can be found on page 13

2 H1 2018 figures reflect the final purchase price allocation ("PPA") which was completed in H2 2018

3 Following the introduction of IFRS 16 Leases, H1 2019 net debt includes the impact of IFRS 16 of €58 million.

Operational highlights

·; Robust performance in H1 2019, despite difficult end markets

·; Strong performance from the Industrial Division

·; Uncertainty increasing in steel markets

o Lower volumes and selective market share loss in the Steel Division in Europe and North America

o Partly driven by customer destocking after a strong 2018

·; Challenges offset by

o Encouraging market response to price rise programme across the portfolio

o Resilience from geographic and customer diversification

·; Growth markets continue to perform strongly

o First major solutions contract won in China alongside revenue growth of 17%

o India revenue growth of 16%

·; Good margin performance, despite less supportive raw material backdrop

o Expected additional €20 million synergy benefit for 2019 firmly on track

o Improvement plans to recover €20 million in 2019 of the €40 million operating underperformance during 2018, relating to four plants, progressing in line with expectations

·; Some working capital expansion in H1 2019 which is expected to be partly recovered by year end

Financial Highlights

·; Revenue of €1,541 million increased by 2.2% against the comparative period (H1 2018 €1,508 million), reflecting the strength of the US dollar and a strong performance from the Industrial Division, alongside a weaker performance in the Steel Division

·; Adjusted EBITA increased by 12.3% to €234 million (H1 2018 €209 million) driven by the further realisation of synergies (€10 million in H1 2019) and strength of the Industrial Division

·; Continued adjusted EBITA margin progression to 15.2% up 140bps from prior year (H1 2018 13.8%) in line with our strategy

·; Operating free cash flow of €129 million (H1 2018 €136 million) resulting from EBITA growth, offset by working capital outflow of €118 million, particularly accounts receivable and accounts payable.

·; Strong financial position maintained with net debt at 1.1x EBITDA (FY 2018 1.2x), after making final €45 million payments in respect of the acquisition of Magnesita and the €58 million impact of IFRS 16 lease accounting

·; Interim dividend of €0.50 per share announced, in line with the Board's progressive dividend policy.

Commenting on the results, Chief Executive Officer, Stefan Borgas, said:

"I am pleased to announce a robust financial performance in the first half of 2019, which has seen a very strong performance from our Industrial Division, offsetting a slightly softer performance from the Steel Division in more challenging market conditions.

"Against this backdrop we have seen the benefits of both our geographic and market diversification, as well as the strength of our operating platform. As a result, these challenges have so far been offset by our strategic initiatives. These include the benefits generated from our growth strategies, particularly in the Industrial Division and across Asia, as well as our ability to secure price increases. In addition, we have seen further realisation of the synergies which continue to accrue from the merger, alongside operational improvements.

"Our Steel customers' end markets are experiencing lower volume demand in 2019, particularly in Europe. As a result of the broader macroeconomic uncertainties, we have seen both volumes and visibility deteriorate in several of our markets, together with lower order backlogs and inventory reductions in the entire supply chain.

"In the second half of this year, we expect the current market uncertainty to continue, which with poor visibility, there is the possibility of reduced customer inventories. However, the self-help measures at our disposal, the initial benefits of the price rise programme announced in April and the momentum in our Industrial Division underpin our confidence in further progress. Consequently, management expectations for the full year operating results remain unchanged."

A presentation for institutional investors and analysts will be held today at Peel Hunt, Moor House, 120 London Wall, London, EC2Y 5ET, starting at 8.30am. The presentation will be webcast live and details can be found on: https://ir.rhimagnesita.com/. A dial-in facility is also available on 020 3936 2999 for the United Kingdom, or +44 20 3936 2999 for all other locations, with participant pin code 979169.

For further enquiries, please contact:

Guy Marks, Head of Investor Relations

Tel +44 (0) 7932 013 357

E-mail: guy.marks@rhimagnesita.com 

About RHI Magnesita

RHI Magnesita is the leading global supplier of high-grade refractory products, systems and solutions which are indispensable for industrial high-temperature processes exceeding 1,200°C in a wide range of industries, including steel, cement, non-ferrous metals and glass. With a vertically integrated value chain, from raw materials to refractory products and full performance-based solutions, RHI Magnesita serves customers in nearly all countries around the world. The Company has a high level of geographic diversification with more than 14,000 employees in 35 main production sites and more than 70 sales offices around the world. RHI Magnesita intends to leverage its global leadership in terms of revenue, scale, product portfolio and diversified geographic presence to target strategically those countries and regions benefitting from more dynamic economic growth prospects.

Its shares have a premium listing on the London Stock Exchange (symbol: RHIM) and are a constituent of the FTSE 250 index. For more information please visit: www.rhimagnesita.com

OVERVIEW

Following the significant progress during 2018, RHI Magnesita's first half results reflect a robust financial performance against a more challenging end-market environment. Revenue for the six months to June 2019 was €1,541 million, 2.2% higher than the comparative period on a reported basis (1.1% higher on a constant currency basis). The revenue growth reflects the strength of the US dollar and a very strong performance in the Industrials Division against slightly lower revenues in the Steel Division, compared to the first half of 2018. The Group's continued revenue growth overall, together with the ongoing synergy realisation and the benefits of broader operational and commercial initiatives, resulted in adjusted EBITA margins increasing by 140bps to 15.2% (up 30bps on a constant currency basis) and adjusted EBITA increasing by 12.3% to €234.2 million (up 3.0% on a constant currency basis).

More generally, RHI Magnesita has continued to consolidate its position as the driving force of the refractory industry and has made good progress in setting the business on the right path to sustaining profitable growth and achieving its long term objectives.

Management remains clear in the benefit of the Group's vertically integrated business model, from both a strategic and financial perspective. Despite raw material market prices reducing in the first half of the year, the Group's profitability has continued to improve. The Group has continued its successful integration during H1 2019, achieving incremental synergies of €10 million, bringing the annualised total to €80 million, with a further €10 million expected in the current year and remains on track to deliver €110 million during financial year 2020.

The Group's financial position remains strong, with net debt to adjusted EBITDA improving by 0.1x, to 1.1x (from 1.2x at 31 December 2018). This provides the Group with a strong platform from which to execute its capital allocation priorities in support of enhanced organic growth, strategic consolidation in target markets and a progressive increase in returns to shareholders.

Underpinning all of the Group's operational performance is its continued focus on safety, where a further improvement has been made in the lost time injury frequency rate - the industry's key measure of safety performance - with a 28% reduction in the first half of this year versus FY 2018 to 0.3 lost time injury frequency rate per 200,000 hours worked.

STEEL DIVISION

Revenue was weaker in the first half compared to the same period last year, down 3% on a constant currency basis to €1,077 million, compared to H1 2018 €1,111 million (down 2% on a reported basis). Steel production volumes in the Period were down notably in Europe with a consequent adverse impact on customer demand in the region. Offsetting this weakness, the Asian business performed strongly, as we increased market share and continued to see returns from the investment the Company has made in this region. North America also delivered a strong performance despite lower volumes. Gross margin for the Steel Division was down by 50bps on a constant currency basis from the same period last year, to 25.0%.

Divisional revenues were down in Europe by 12%. Overall steel market demand was down by 3% in the first half of 2019, largely driven by a weakening automotive sector. Lower steel prices in the Period have contributed to several customers announcing cost reduction programmes and production cuts. Furthermore, regional revenues were affected by intensified price competition and refractory stock levels in steel plants. The US trade tariffs have added further pressure to the European steel market.

In North America, revenues were up 4%, despite a material reduction in volumes. Ongoing challenges for customers presented by the uncertain macroeconomic and trade tariff environment, have resulted in a cautious environment and customer destocking. In spite of this, we have been successful in implementing price increases which, together with a more favourable product mix, resulted in improved revenues and a significant increase in gross margins.

Asia revenues were up by 9%, with volumes up by 1% in the region. India revenues increased by 7%, in the first half of 2019, as we continue to make substantial market share gains. India continues to be an attractive market for refractories, with increasing steel demand across the infrastructure, construction, manufacturing and transportation sectors. Asia revenues excluding India and China were up by 20%, demonstrating very strong growth across this territory, most notably in Vietnam and Taiwan.

Whilst market conditions remain challenging, particularly in Venezuela and Argentina, South America revenues were up by 2%. Performance in the region was supported by the successful implementation of price increases.

The outlook for the Steel Division for H2 2019 is expected to continue to be challenging, with performance expected to be slightly weaker than that delivered in H1 2019, predominantly due to headwinds from the automotive sector and cautious outlook in Europe.

INDUSTRIAL DIVISION

Industrial Division revenue growth increased significantly in the Period, up 12% on a constant currency basis to €464 million (H1 2018 €413 million), with encouraging growth across MEA and the Americas and with very strong performances across the Cement and Project businesses. Gross margin for the Industrial Division increased to 28.0%, up by 280bps.

Cement & Lime segment revenues grew by 17% on a constant currency basis to €184 million (H1 2018 €158 million); with a significant increase in APAC revenues, especially in China as a result of market share gains. Revenue growth was also strong across South America, MEA and CIS, off-setting much lower revenues in Europe and North America. European revenues were impacted by the delay of certain orders until the second half of the year, whilst North American revenues were down in the first half of 2019, in comparison to a particularly strong H1 2018. Despite the aggressive pricing behaviour of competition, the segment continues to increase market share as well as profitability as the business expands its solutions and services offerings to new and existing customers.

The project business had a very strong first half, with revenues up by 10% to €280 million on a constant currency basis, compared to €255 million in the same period last year.

The Glass segment continues to perform well, in keeping with the high global demand for refractories across the glass industry. However, revenues are slightly lower compared to the first half of 2018, which benefitted from particularly high demand for fused cast refractories. In the first half of this year the Glass segment increased market share, thanks to improved solutions and services to our customers, in particular from container glass and float glass.

In the EEC (Environment, Energy & Chemicals) segment, we see increasing demand in the environmental sector, as customers take advantage of our established solutions for thermal treatment of industrial waste. In addition, we are seeing increased demand in developing countries as legislation is requiring customers to move away from traditional methods of storage and landfill. The Oil & Gas segment had a strong first half of the year, driven by higher than anticipated demand from both maintenance and greenfield projects.

The Non-ferrous metal segment is performing in line with management expectations with broadly stable revenues largely being supported by the repair business, particularly activities in copper and nickel smelters, whilst major greenfield projects have been fewer this year.

Despite an uncertain outlook and macro-economic conditions for the remainder of 2019, the business continues to have good momentum, supported by a number of projects in the pipeline for the second half of the year across multiple segments.

STRATEGIC MARKETS

INDIA

India revenues increased by 16% on a constant currency basis in the first half of 2019, compared to the same period last year. Strong business performance is supported by new orders and renewal of contracts from a number of large steel producers in the region. Since the combination of the three RHI Magnesita subsidiaries in India, announced at H1 2018, RHIM India has seen the positive effects of improved operational efficiency as a new consolidated business, and has captured more local growth opportunities.

CHINA

China has performed well in the first half of this year, with revenues up by 17% on a constant currency basis, in the first half of 2019, compared to the same period last year. RHIM China won a significant €20m contract with Guangxi ShengLong, which represents the Group's first solutions contract in the Chinese high-quality steel market, marking a milestone for RHIM in China. Since the re-opening of the dolomite facility at Chizhou last year, the plant and mine have made good progress in preparing for higher levels of production, expected from 2020 onwards.

The Industrial Division in China had a particularly strong half, mainly attributable to Cement/Lime, and continues to increase market share despite a contracting cement market.

UPDATE ON SERVICES, SOLUTIONS & INNOVATION

The Group continues to develop its full line service (FLS) solutions to clients, offering additional value beyond standard product sales. This is a long-term strategic initiative for RHI Magnesita which aims to capture additional revenues and improve margins. The Group is very pleased to have won its first FLS contract in China, in the first half of 2019.

The Group continues to invest in research and development projects, many of which are tailored for individual customers. The Group is committed to spending 2.2% of revenues each year on R&D investment and technical marketing, through both innovation and sustainability projects, with emphasis on energy saving, recycling, and CO2 emissions reduction, capture and usage.

UPDATE ON PRICE INCREASE PROGRAMME

In April 2019 the Group announced a global price increase programme for its products and solutions across both the Steel and Industrial Divisions. The price rise programme will enable further investment in technology, environmental solutions, meeting evolving regulatory requirements and the production infrastructure necessary to serve our clients and fully reflect the value of our investments in backward integration as well as our intense service-based models. Whilst relatively early in the programme, the initial response from customers has been encouraging. If this positive response continues, we expect a financial contribution from this programme to begin to be realised in Q4 2019.

RAW MATERIALS

Following the significant price increases in 2017 underpinned by the environmental controls imposed in China, raw material prices overall have come down during the first two quarters of 2019.

Magnesia prices have decreased by around 30% in 2019, reflecting lower demand. Bauxite and Graphite prices have weakened slightly throughout the year amid weak demand from consuming markets but are expected to remain stable in H2. Alumina prices have remained stable as demand from other direct related markets have been steady.

Whilst raw material pricing may have reduced significantly from the high levels seen in Q2 2018, we have in recent weeks seen Chinese producers stop mining activities to support pricing, as well as a leading European Magnesite producer increase pricing by around 20%. The Group therefore, doesn't expect prices to fall back to the levels pre-2017.

SYNERGIES

The Group has continued its successful integration during 2019, having now achieved synergies of €80 million at H1 2019, with a further €10 million expected in the remainder of the year; attributable to supply chain management, SG&A and the production network. The Group remains on track to deliver €110 million during financial year 2020.

OPERATIONAL TURNAROUND

As previously disclosed, the Group experienced some operational and supply chain challenges in its European business during H2 2018, focussed on four plants in particular. The root causes of these issues were identified quickly and improvement plans put in place. Of the four plants in question, the improvement plan has been implemented in full at one site during H1 2019, implementation will be completed at a further two sites in H2 2019 and full resolution of the issues at the fourth site remains on track to be completed in 2020. Consequently, the Company remains confident it will recover €20m of the prior year impact on profits in 2019.

ACQUISITION UPDATE

The Group regularly seeks to evaluate opportunities to participate in the consolidation of the refractory industry as an integral part of its strategy for growth. As announced previously, the Company continues to consider a potential acquisition of Kumas Manyezit Sanayi AS. However, the Company is no longer in exclusive discussions with the sellers and there can be no certainty that any transaction will occur. The Company will update the market as appropriate in due course.

FINANCE REVIEW

Against the backdrop of more challenging market conditions, the Group has produced a robust financial performance in the first six months of the year against the same period in 2018. Operational performance has improved on a constant currency basis with gross margin increasing 50bps over the same period. This has been delivered despite lower volumes in some markets, particularly in the Steel Division, as a result of better pricing, mix and greater operational efficiency in certain regions, together with the very strong overall performance in the Industrial Division.

Adjusted EBITA improved by 3% on a constant currency basis, to €234.2 million (H1 2018 €227.7 million), a step up from last year's half year results, as the Group continues to take advantage of the positive momentum from its Industrial Division and to benefit from the synergies that remain from the integration. This has been partially offset by higher energy prices, lower fixed cost absorption as a result of lower production/sales volumes and higher SG&A due to increased expenditure on strategic initiatives.

Net financial expenses in H1 2019 amounted to €45.3 million (H1 2018 €118.9 million), significantly lower than the previous year as a result of lower net bank interest expenses following the refinancing completed in 2018 and H1 2019 and reduced foreign exchange effects. Interest expenses on borrowing were €19.4 million and €19.9 million was recognised in other net financial expenses, which are mainly related to movements in the provision made to comply with EU merger remedies, pension expenses and non-controlling interest expenses. Total foreign exchange and derivative variances amounted to €9.5m, arising from mark-to-market movements on intercompany loans and other foreign currency debt and derivative variances.

Total tax for H1 2019 in the income statement amounted to €43.5 million (H1 2018 €24.8 million), which includes prior year adjustments of €5.7 million. We anticipate an effective tax rate of around 24.0% for the FY 2019.

On a reported basis, the Group has recorded a profit after tax of €121.2 million (H1 2018 €65.1 million) and earnings per share of €2.31 in H1 2019 (H1 2018 €1.54). Adjusted earnings per share for H1 2019 were €3.00, which is stated after excluding the impact of goodwill amortisation (€14.2 million), other income and expenses (€6.3 million), non-cash foreign exchange variances from mark-to-market of intercompany loans (€3.6 million), other financial income and expenses (€6.1 million) and write-down of joint venture loan (€9.6 million).

1 H1 2019 adjusted earnings taxed at Group's expected effective tax rate of 24.0% for FY 2019

2 Weighted average number of shares outstanding at 30 June 2019

CASH FLOW AND WORKING CAPITAL

Operating free cash flow, which is presented to reflect net cash inflow from operating activities before tax and net finance expenses, was €129 million for H1 2019 (H1 2018 €136 million).

Working capital intensity, measured as a percentage of annualised revenue, was broadly flat in H1 2019 to 21.0% compared to 20.9% in the same period last year. This performance was lower, however, than the 15.4% achieved for the FY 2018, largely as a result of an increase in working capital driven by increased accounts receivable that amounted to €51 million, as a consequence of a more cautious market in the first half of this year, higher inventories levels due to the uncertain market demand which led to €21 million of further cash consumption, and a decrease in payables as production slowed down in the second quarter (€45 million of cash consumption). The total cash impact on working capital for H1 2019 was €118 million. The Group continues to monitor its working capital levels closely and we expect to partly recover this increase in the second half of 2019.

Capital expenditure for the first six months of the year amounted to €50 million (H1 2018 €35 million). In H2, the Group plans to spend a further €100 million, totalling €150 million for the year. This figure is lower than the €175 million Capex guided for FY 2019. The commitment to grow the business through investment remains, however the Group has deferred some spending given current market conditions.

As anticipated, cash expenses to pay the remaining shareholders of the Magnesita tender offer and related transaction expenses provisioned for in 2018 amounted to €45 million in the first half of 2019. Net interest payments on net debt and further refinancing costs amounted to €33 million in the Period (H1 2018 €35 million). Cash tax for H1 2019 was €28 million.

1 As reported in H1 2018

2 Further detail on the adjustments can be found in Alternative Performance Measures section

FINANCIAL CONDITION

The Group's financial position remains robust in H1 2019, as the Company continues to benefit from higher operational results, synergies, interest expense reduction and a comfortable liquidity structure that enables the Group to finance potential acquisitions, pay dividends and finance its working capital needs amid changing market conditions.

Additional refinancing was conducted in 2019 to further enhance the Company's capital structure and liquidity profile. On 27 June 2019, the company successfully entered into a €100 million OeKB loan and in July 2019, the company successfully entered into a €280 million Schuldschein issue, continuing the Group's capital markets track record following the refinancing in 2018. Following these issuances, the total cash and undrawn committed facilities amount to €900 million.

This allows RHI Magnesita to improve its liquidity composition, better distribute its amortization profile, reduce the carry cost, as well as repay the remaining legacy debt.

Net debt at 30 June 2019 was €669 million, comprising total debt of €1,195 million, and total cash, cash equivalents and marketable securities of €526 million. In terms of leverage, the Company's net debt to EBITDA ratio remains strong at 1.1x in H1 2019 (FY 2018 1.2x). Following the introduction of IFRS 16 Leases, effective for financial periods beginning on or after 1 January 2019, the Company's net debt position now includes all operating and financial leases. In H1 2019, total operating and financial leases amounted to €58 million. This adjustment has no impact on cash flow and a negligible impact on earnings.

1 The Group's outstanding €102 million legacy Schuldschein at 30 June 2019 is shown within other loans and facilities.

2 Including IFRS 16 lease liabilities of €58 million

INTERIM DIVIDEND

As announced at the FY 2018 Results, the Board's dividend policy is to progressively increase ordinary dividends and to target a dividend cover of at below 3.0x underlying earnings over the medium term. Dividends will be paid on a semi-annual basis with one third of the prior-year full year dividend paid at the interim.

Therefore, an interim dividend of €0.50 will be paid on 9 January 2020 to shareholders on the register at the close of business on 19 December 2019.

SHARE BUYBACK

As previously disclosed, the Company intends to commence the repurchase of shares on the open market to cover the requirement of the Long Term Incentive Plan ("LTIP") Scheme, with a plan to purchase up to 400,000 RHI Magnesita shares. When purchased, these shares will be held in Treasury until they are required to satisfy awards made under the LTIP.

OUTLOOK

It has been a robust financial performance for the Company in the first half of 2019, which has seen a very strong performance from the Industrial Division, offsetting a slightly softer performance from the Steel Division in more challenging market conditions.

Against this backdrop the Company has seen the benefits of both its geographic and market diversification, as well as the strength of its operating platform. As a result, these challenges have so far been offset by the Company's strategic initiatives. These include the benefits generated from the growth strategies, particularly in the Industrial Division and across Asia, as well as the Company's ability to secure price increases. In addition, the Company have seen further realisation of the synergies which continue to accrue from the merger, alongside further operational improvements.

Steel customers' end markets are experiencing lower volume demand in 2019, particularly in Europe. As a result of the broader macroeconomic uncertainties, the Company has seen both volumes and visibility deteriorate in several of its markets, together with lower order backlogs and inventory reductions in the entire supply chain.

In the second half of this year, the Company expects the current market uncertainty to continue, which with poor visibility, there is the possibility of reduced customer inventories. However, the self-help measures at the Company's disposal, the initial benefits of the price rise programme announced in April and the momentum in its Industrial Division underpin confidence in further progress. Consequently, management expectations for the full year operating results remain unchanged.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group has an established risk management process based on a formally approved framework and regular risk surveys among functional and operational managers aiming at systematically identifying, assessing and mitigating risks and uncertainties in the Group. Material and major risks with potential high impacts on the Group, its results or its ability to achieve its strategic objectives are reviewed regularly by the Board.

The risks considered by the Board to be the principal ones are presented in the 2018 Annual Report which is available on the Group's website at www.rhimagnesita.com. Those risks were reviewed in the course of the regular risk survey and were found to be still relevant for the second half of the financial year: Macroeconomic environment and condition of customer industries, regulatory and compliance risks, fluctuations in exchange rates and energy prices, significant changes in the competitive environment or speed of disruptive innovation, inability to execute a key strategic initiative or necessary adjustments to core operations, business interruption and supply chain disruption, environment, health & safety, cyber and information security risks. The Board believes that the level of uncertainty regarding the future development of the macroeconomic environment has increased since we presented the 2018 Annual Report due to recent geopolitical events and the adoption of new trade barriers and tariffs by several countries. The risks may occur independently from each other or in combination. In case they occur in combination their impact may be reinforced. Also, the Group is facing other risks than the one mentioned here, some of them being currently unknown or not considered to be material.

The principal risks faced by RHI Magnesita during the first half of the financial year were substantially the same as those disclosed by RHI Magnesita at year-end 2018. A description of RHI Magnesita's risk management practices, principal risks and how they impact. The updated integrated comprehensive analysis of the principal risks faced by RHI Magnesita will be included in the 2019 Annual Report.

RELATED PARTY TRANSACTIONS

RHI Magnesita enters into arrangements with a number of its subsidiaries and affiliated companies in the course of its business. These arrangements relate to service transactions and financing agreements and RHI Magnesita considers these arrangements to be related party transactions. Furthermore, RHI Magnesita considers transactions with key management personnel to be related party transactions. As of the balance sheet date, 30 June 2019, there have been no significant changes in the related party transactions from those described in RHI Magnesita's 2018 Annual Report.

GOING CONCERN

The Group has considerable financial resources together with long‐standing relationships with a number of

customers, suppliers and funding providers across different geographic areas and industries. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group is able to operate within the level of its current bank facilities without needing to renew facilities expiring in the next 12 months. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully despite the uncertainties inherent in the current economic outlook.

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Interim Financial Report.

ALTERNATIVE PERFORMANCE MEASURE ("APM")

 APMs used by the Group are reviewed below to provide a definition from each non‐IFRS APM to its IFRS equivalent, and to explain the purpose and usefulness of each APM.

In general, APMs are presented externally to meet investors' requirements for further clarity and transparency of the Group's underlying financial performance. The APMs are also used internally in the management of our business performance, budgeting and forecasting.

APMs are non‐IFRS measures. As a result, APMs allow investors and other readers to review different kinds of revenue, profits and costs and should not be used in isolation. Commentary within the Half Year Results, including the Financial Review, as well as the Consolidated Financial Statements and the accompanying notes, should be referred to in order to fully appreciate all the factors that affect our business. We strongly encourage readers not to rely on any single financial measure, but to carefully review our reporting in its entirety.

Adjusted and Adjusted results at constant currency

The H1 2018 Adjusted results are, where appropriate, adjusted to reflect the purchase price allocation ("PPA") related to the acquisition of Magnesita and other adjustments. This measure provides an estimation of the historical financial performance of the current Group structure. H1 2018 figures presented at constant currency represent H1 2018 reported figures translated at average H1 2019 exchange rates.

EBITA

EBIT, as presented in Consolidated Statement of Profit and Loss, excluding amortisation and impairments.

EBITDA

EBIT, as presented in Consolidated Statement of Profit and Loss, excluding depreciation, amortisation and impairments.

Adjusted EBITDA and EBITA

To provide further transparency and clarity to the ongoing, underlying financial performance of the Group, adjusted EBITDA and EBITA are used. Both measures exclude other income and expenses as presented in Consolidated Statement of Profit and Loss.

Adjusted earnings per share ("EPS")

Adjusted EPS is used to assess the Company's operational performance per ordinary share outstanding. It is calculated using adjusted EBITA (as described above) and removes the impact of certain foreign exchange effects, amortisation, one-off restructuring expenses and impairments, and other non-cash financial income and expenses that are not directly related to operational performance.

Operating free cash flow and free cash flowAlternative measures for cash flow are presented to reflect net cash inflow from operating activities before certain items. Free cash flow is considered relevant to reflect the cash performance of business operations after meeting the usual obligations of financing and tax. It is therefore measured before all other remaining cash flows, being those related to acquisitions and disposals, other equity‐related and debt-related funding movements, and foreign exchange impacts on financing and investing activities.

Working capitalWorking capital and working capital intensity provide a measure how the Company is managing its operating cash flows. Working capital is the sum of manageable working capital, composed of inventories, trade receivables and trade payables and other receivables and payables. Working capital intensity is measured as a percentage of last three months annualised revenues.

Net debtWe present an alternative measure to bring together the various funding sources that are included in the Consolidated Balance Sheet and the accompanying notes. Net debt is a measure defined in the Group's principal financing arrangements and reflects the net indebtedness of the Group and includes all cash, cash equivalents and marketable securities; and any debt or debt‐like items as well as leases IFRS 16. 

1 Adjusted to reflect the effects of the final purchase price allocation of Magnesita.

1 Adjusted to reflect the effects of the final purchase price allocation of Magnesita.

1 Adjusted to reflect the effects of the final purchase price allocation of Magnesita.

1 Adjusted to reflect the effects of the final purchase price allocation of Magnesita.

(1) Principles and methods

The Interim Consolidated Financial Statements as of 30.06.2019 were prepared in accordance with the requirements of IAS 34 "Interim Financial Reporting" and with the International Financial Reporting Standards (IFRS) as endorsed by the European Union (EU).

The Interim Consolidated Financial Statements do not include all information and disclosures required in the Annual Financial Statements and should therefore be read in conjunction with RHI Magnesitas' Consolidated Financial Statements as of 31.12.2018. All amounts in the explanatory notes and tables are shown in € million, unless indicated otherwise. For computational reasons, rounding differences may occur.

The Interim Consolidated Financial Statements as of 30 June 2019 were not audited but reviewed by PricewaterhouseCoopersAccountants N.V.

(2) Initial application of new financial reporting standards

Except for the changes described below, the same accounting and measurement principles were used as in the previous year:

1 According to EU Endorsement Status Report of 18.03.2019.

The accounting standard IFRS 16 "Leases", issued in January 2016 supersedes the previous IAS 17 "Leases" as well as the related interpretations and is applicable to financial years beginning on or after 1 January 2019.

Whereas accounting according to IFRS 16 remains mainly comparable to the IAS 17 regulations for lessors, accounting according toIFRS 16 leads to major changes for lessees as it requires lessees to recognise right-of-use assets and liabilities for all leases in the scope of IFRS 16. Applying this single lessee accounting model results in an increase in total assets and liabilities in the Consolidated Statement of Financial Position as well as in a replacement of the straight-line expenses for operating leases with a depreciation charge for right-of-use assets and interest expenses for lease liabilities in the Consolidated Statement of Profit or Loss. Moreover, there is a shift from cash flow from operating activities to cash flow from financing activities in the Consolidated Statement of Cash Flows.

RHI Magnesita implemented IFRS 16 on 1 January 2019 using the modified retrospective approach for transition. Cumulative adjustments were recognised as at adoption and comparative information was not restated.

When adopting IFRS 16 RHI Magnesita makes use of the following practical expedients:

·; Continuing to apply the definition of a lease in accordance with IAS 17 and IFRIC 4 and not to reassess whether a contract is or contains a lease according to IFRS 16.

·; Relying on its assessment of whether leases are onerous immediately before the date of adoption as an alternative to performing impairment review.

·; Lease payments for leases whose contractual term is 12 months or less or whose remaining term at adoption is 12 months or less will continue to be recognised in part as an expense.

·; Lease payments for leases for which the underlying asset is of low value will continue to be recognised in part as an expense.

·; Applying a single discount rate to a portfolio of leases with reasonably similar characteristics.

From 1 January 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

·; Fixed payments (including in-substance fixed payments), less any lease incentives receivable

·; Variable lease payment that are based on an index or a rate

·; Amounts expected to be payable by the lessee under residual value guarantees

·; The exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

·; Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The weighted average incremental borrowing rate applied to these lease liabilities was 1.98%.

Right-of-use assets are measured at cost comprising the following:

·; The amount of the initial measurement of lease liability

·; Any lease payments made at or before the commencement date less any lease incentives received

·; Any initial direct costs, and

·; Restoration and removal costs.

RHI Magnesita's leases include mainly arrangements regarding land and buildings, technical equipment and machinery as well as other equipment, furniture and fixtures. The average lease term is six years for land and buildings, two years for technical equipment and two years for other equipment, furniture and fixtures. Impacts resulting from extension and termination options, as well as residual value guarantees are immaterial.

The following table shows the reconciliation of the minimum lease payments reported as at 31 December 2018 to the lease liabilityrecognised on 1 January 2019:

The following table gives an overview of the positions affected by IFRS 16:

(3) New financial reporting standards not yet applied

The IASB issued further standards, amendments to standards and interpretations, whose application is, however, not yet mandatory for 30 June 2019. They were not applied early on a voluntary basis. They are not expected to have a significant impact on the RHI Magnesita Consolidated Financial Statements.

1 According to EU Endorsement Status Report of 18.03.2019.

(4) Integrated Tender Offer Magnesita

As a result of the merger between RHI and Magnesita, the Group was required - in accordance with the share purchase agreement (SPA) and Brazilian laws and regulations - to make a mandatory public offer in Brazil which had to be addressed to all remaining Magnesita shareholders and had to be made on the same terms and conditions as those made available to the Sellers under the SPA, including as to purchase price and form of consideration. The Group decided to combine the mandatory offer with a so-called "delisting tender offer" in an Integrated Tender Offer (ITO) and filed with the Brazilian Securities Commission the respective request. The launch of the ITO was communicated to the minority shareholders on 10 November 2018.

Magnesita shareholders received the option of selling each Magnesita share in exchange of:

(i) R$18.46, adjusted by SELIC (the Brazilian benchmark interest rate) from 26 October 2017 until the date of the settlement of the auction of the Integrated Tender Offer, plus 0.1998 RHI Magnesita shares or

(ii) A cash-only alternative consideration.

The consideration of the cash-only alternative offer was the highest between:

(i) R$31.09, adjusted by SELIC from 26 October 2017 until the date of the settlement of the auction of the Integrated Tender Offer, and

(ii) R$35.56, not adjusted by SELIC.

In the course of the finalisation of the ITO in 2019, the Group acquired the remaining outstanding Magnesita shares during the first four months of 2019 and has issued a total of 1,140,658 new ordinary shares. As at 10 April 2019, RHI Magnesita's issued share capital consisted of 49,477,705 shares with voting rights. The fair value of the consideration as at 30 June 2019 is €97.5 million and includes a cash part in the amount of €40.5 million. These shares were delivered in four different instances to minority shareholders and admitted to trading on the London Stock Exchange's main market in the first four months 2019. The closing price per share on each of the trading days was used for the determination of the fair value of the issued ordinary shares totalling up to €57.0 million. The carrying amount of Magnesita's net assets in the Group's Consolidated Financial Statements as of 10 April 2019 was €499.7 million. Consequently, the carrying amount of non-controlling interests acquired amounts to €74.0 million. This transaction results in a decrease in equity attributable to shareholders of RHI Magnesita N.V totalling to €23.5 million.

(5) Change in comparative information

Finalisation of Purchase Price Allocation Magnesita

The statement of profit and loss for the comparative period in 2018 was adjusted due to the finalisation of the purchase price allocation of Magnesita in the second half of 2018 as disclosed in Note (5) in the RHI Magnesita Consolidated Financial Statements as of 31.12.2018.

The increase in the value of property, plant and equipment amounted to €158.9 million, whereas the fair value of the customer relationships was reduced by €116 million in the measurement period. This increase reduced the fair value of the customer relationships to a varying degree because of the associated higher contributory asset charges. The goodwill was adjusted accordingly. Additional depreciation of property, plant and equipment was recognised, while amortisation of customer relationships was reduced. As a result, EBIT decreased by €7.2 million. Consequently, income tax expense decreased by €1.5 million. In total, profit after income tax as well as total comprehensive income for the comparative period 2018 decreased by €5.7 million due to the finalisation of the purchase price allocation of Magnesita, thereof €2.8 million were attributable to shareholders of RHI Magnesita N.V. and €2.9 million were attributable to non-controlling interests. Earnings per share (basic and diluted) decreased by €0.54 amounting to €1.54. Net cash flow from operating, investing and financing activities remained unchanged as these measurement adjustments were non-cash effective.

Segment reporting

Our internal management reporting is organised according to the primary aggregate of the customer. For the foundry customers this is the Steel segment as the majority of these customers are processing iron. Therefore, the responsibility of the foundry business was moved from Segment Industrial to Segment Steel impacting revenue by €2.6 million. The effect on Gross Profit is immaterial. The information for the previous year was adjusted accordingly.

(6) Investments in joint ventures and associates

In 2019 the Group has decided to restructure its Sinterdolime sourcing options in Europe and increase its vertical integration. As a result, it will exit from the equity accounted investment in Sinterco in 2021. In the course of the Magnesita purchase price allocation the fair value of the investment was determined as zero due to its economic performance. It is RHI Magnesita's best estimate that no additional cash contributions will be needed to cover the closing cost based on the current operations and determined exit plan. However, the current shareholders' loan to Sinterco is fully written off, which results in a €9.6 million impairment in 2019, shown in result of joint ventures and associates.

For the first six months of 2019 the profit share of joint venture MAGNIFIN Magnesiaprodukte GmbH & Co KG., St.Jakob, Austria amounted to €5.3 million (1-6 2018: €5.3 million).

(7) Foreign currency translation

The Euro exchange rates of currencies important for the RHI Magnesita Group are shown in the following table:

1 Arithmetic mean of the monthly closing rates.

(8) Inventories

Inventories as presented in the Consolidated Statement of Financial Position consist of the following items:

(9) Trade and other current receivables

Trade and other current receivables as presented in the Consolidated Statement of Financial Position are classified as follows:

(10) Borrowings

Borrowings include all interest-bearing liabilities due to financial institutions and other lenders.

RHI Magnesita further improved its financial structure by concluding a new €100 million 5-year term loan with the Austrian export credit agency (OeKB) in June 2019. The interest rate is floating and is based on EURIBOR plus a margin between 0.4% and 1.3%, according to Group Leverage. RHI Magnesita borrows currently at the lowest margin of 0.4%. The loan will be fully redeemed in February 2024. Cash inflows from the new term loan in the amount of €100 million are shown in the Consolidated Statement of Cash Flows in proceeds from non-current borrowings and loans. Further information on RHI Magnesita's financing arrangements can be found in Note (28) and in the 2018 Annual Report.

Net debt/adjusted EBITDA is the most important financial covenant of the loan agreements. Net debt/adjusted EBITDA amounts to 1.14. Compliance with the covenants is measured on an annual and semi-annual basis. It is calculated as follows:

Adjusted EBITDA is calculated on a yearly basis, considering the last six months of 2018 and the first six months of 2019.

(11) Provisions for pensions

For interim reports, provisions for pensions are determined based on a forecast for the entire year prepared by an actuary. If there are significant changes in the actuarial assumptions during the year, a remeasurement of the net liabilities from employee related defined benefit obligations is recognised.

As of 30 June 2019, the decrease in the actuarial interest rate in the euro area to 1.0% (31.12.2018: 1.7%), to 7.4% (31.12.2018: 8.7%) in Brazil and to 3.6% (31.12.2018: 4.3%) in the US led to an increase in pension obligations of €36.6 million and to a decrease in Other Comprehensive Income of €25.6 million (after deferred taxes). As of 30 June 2018, the increase in the actuarial interest rate in Brazil and in the US compared with 31 December 2017 led to a decrease in pension obligations of €5.1 million and to an increase in Other Comprehensive Income of €3.8 million (after deferred taxes, including non-controlling interests).

(12) Other personnel provisions

As of 30 June 2019, the decrease in the actuarial interest rate in the euro area to 1.0% (31.12.2018: 1.7%) led to an increase in severance pay obligations of €4.1 million and to a decrease in Other Comprehensive Income of €3.1 million (after deferred taxes). As of 30 June 2018, the actuarial interest rate in the euro zone did not change significantly compared with 31 December 2017.

(13) Trade payables and other current liabilities

Trade payables and other current liabilities included in the Consolidated Statement of Financial Position consist of the following items:

Other current liabilities include the dividend to be paid out to the shareholders of RHI Magnesita N.V, see Note (22).

(14) Current provisions

Provisions for restructuring costs amount to €9.6 million as of 30 June 2019 (31.12.2018: €10.1 million) and primarily consist of benefit obligations to employees due to termination of employment. In the current reporting period, the Group utilised €3.4 million and recognised €2.6 million.

Provisions for contract obligations amount to €16.8 million as of 30 June 2019 (31.12.2018: €21.1 million). The amortisation of the provision for unfavourable contract obligations regarding the sold plant located in Oberhausen, Germany led to an income of €9.7 million in the current reporting period.

(15) Other income

Other income consists of the following items:

 (16) Other expenses

Other expenses consist of the following items:

(17) Foreign exchange effects and related derivatives

The net expense on foreign exchange effects and related derivatives consists of the following items:

Compared to the previous year the Group improved its financial structure. The absence of the Magnesita legacy debt combined with reduced volatility of Euro and Brazilian Real against the US Dollar resulted in lower net expense on foreign exchange effects and related derivatives in 2019.

The net expense on foreign exchange effects and related derivatives for the comparative period resulted mainly from the devaluation of the Euro, Argentine Peso and Brazilian Real against the US Dollar, affecting both intercompany and third-party loans, accounts payable and accounts receivable.

(18) Other net financial expenses

Other net financial expenses consist of the following items:

(19) Income tax

The tax rate of the first half of 2019 amounts to 26.4% (1-6/2018: 27.6%, adjusted to reflect the effects of the final purchase price allocation of Magnesita).

Total tax for the first half of 2019 in the Consolidated Statement of Profit or Loss amounted to €43.5 million (1-6/ 2018:24.8 million), which includes prior year adjustments of €5.7 million. An effective tax rate of around 24.0% is anticipated for the full year 2019.

(20) Segment reporting

The following tables show the key financial information for the operating segments for the first half of 2019 and the first half of 2018:

1 Adjusted to reflect the effects of the final purchase price allocation of Magnesita and the changes in presentation.

When allocating revenue to product groups, a distinction is made between shaped products (e.g. hydraulically pressed bricks, fused cast bricks, isostatically pressed products), unshaped products (e.g. repair mixes, construction mixes, castables and raw materials), refractory management services as well as other revenue. Other mainly includes revenue from the sale of non-group refractory products.

In the reporting year, revenue is classified by product group as follows:

In the previous year, revenue was classified by product group as follows:

Segment reporting by country

Revenue is classified by customer sites as follows:

(21) Disclosures on financial instruments

The following tables show the carrying amounts and fair values of financial assets and liabilities by measurement category and level and the allocation to the measurement category in accordance with IFRS 13 and IFRS 9. In addition, carrying amounts are shown aggregated according to measurement category.

1 FVPL: Financial assets/financial liabilities measured at fair value through profit or loss.

AC: Financial assets/financial liabilities measured at amortised cost.

RHI Magnesita Group measures marketable securities, derivative financial instruments, shares, investments and interests in subsidiaries not consolidated at fair value.

Fair value is defined as the amount for which an asset could be exchanged, or a liability settled, between market participants in an arm's length transaction on the day of measurement. When the fair value is determined it is assumed that the transaction in which the asset is sold, or the liability is transferred takes place either in the main market for the asset or liability, or in the most favourable market if there is no main market. RHI Magnesita considers the characteristics of the asset or liability to be measured which a market participant would consider in pricing. It is assumed that market participants act in their best economic interest.

RHI Magnesita takes into account the availability of observable market prices in an active market and uses the following hierarchy to determine fair value:

The fair value of securities, shares, investments and interests in subsidiaries not consolidated is based on price quotations at the reporting date (Level 1), where such quotations exist. In other cases, a valuation model (Level 3) would be used for such instruments with the exception that such instruments are immaterial to the Group, in which case amortised cost serves as an approximation of fair value.

The fair value of interest derivatives in a hedging relationship (interest rate swaps) is determined by calculating the present value of future cash flows based on current yield curves taking into account the corresponding terms (Level 2).

The fair value of other derivative contracts corresponds to the market value of the forward exchange contracts and the embedded derivatives in open orders denominated in a currency other than the functional currency, as well as the market value of a long-term power supply contract, which was classified as a derivative financial instrument since 2015. These derivatives are measured using quoted forward rates that are currently observable (Level 2).

The fair value of the contingent consideration liability amounting to €0.6 million recognised in 2017 due to the acquisition of Agellis is determined by discounting the estimated earn-out with the transaction's internal rate of return (Level 3).

RHI Magnesita considers reclassifications in the measurement hierarchy at the end of the reporting period in which the changes occur. There were no shifts between the different measurement levels in the two reporting periods.

Liabilities to financial institutions, other financial liabilities and capitalised transaction costs, lease liabilities and liabilities to fixed-term or puttable non-controlling interests are carried at amortised cost in the Consolidated Statement of Financial Position. The fair values of the liabilities to financial institutions are only shown in the notes and calculated at the present value of the discounted future cash flows using yield curves that are currently observable (Level 2).

The financial receivables approximately correspond to the fair value as due to the amount of the existing receivables no material deviation between the fair value and the carrying amount is assumed and the credit default risk is accounted for by forming valuation allowances.

The remaining terms of trade and other current receivables and liabilities as well as cash and cash equivalents are predominantly short. Therefore, the carrying amounts of these items approximate fair value at the reporting date.

At the two reporting dates, no contractual netting agreement of financial assets and liabilities were in place.

(22) Dividends

The Annual General Meeting on 6 June 2019 approved the pay-out of a dividend of €1.50 per share for 2018. Consequently, a dividend totalling €74.2 million was paid out to the shareholders of RHI Magnesita N.V. at the beginning of July 2019.

The Board proposed an interim dividend of €0.50 per share for the first half of 2019 to be paid out in January 2020.

Dividend payments to the shareholders of RHI Magnesita N.V. have no income tax consequences for RHI Magnesita N.V.

(23) Contingent liabilities

As of 30 June 2019, contingent liabilities amount to €42.7 million (31.12.2018: €43.3 million). Of this total, warranties, performance guarantees and other guarantees account for €42.4 million (31.12.2018: €43.0 million) and sureties for €0.3 million (31.12.2018: €0.3 million).

RHI Magnesita is party to tax proceedings in Brazil with the estimated amount of €174.1 million as of 30 June 2019 (31.12.2018: €169.0 million) for which no provision was set up according to IFRS, as management classified risks of loss (based on the evaluation of legal advisors) as possible but not probable. These tax proceedings had no significant development up to 30 June 2019 and are described in the Notes to the Consolidated Financial Statements of 31 December 2018.

Furthermore, Magnesita Refratários S.A., Contagem, Brazil, is party to a public civil action for damages caused by overloaded trucks in contravention with the Brazilian traffic legislation. The potential loss from this proceeding amounts to €12.9 million as at 30 June 2019 (31.12.2018: €12.1 million).

RHI Magnesita is continually adapting its global presence to better serve its customers and maintain its competitive advantage. As a result, in this way the Group maintains discussions with tax authorities about functions transferred between related parties and their exit value. However due to its nature, they do not impact the Group's accounts.

(24) Other financial obligations

As of 30 June 2019, the RHI Magnesita Group has commitments for the purchase of property, plant and equipment in the amount of €41.7 million (31.12.2018: € 5.4million).

(25) Disclosures on related parties

The nature of related party transactions as of 30 June 2019 are in line with the transactions disclosed in Note (61) of the 2018 Group Financial Statements. All transactions with related parties are conducted on an arm's length basis and in accordance with normal business terms.

RHI Magnesita and a close relative of a Non-Executive Director concluded a non-remunerated consultancy agreement to advise the Group on the economic and political framework in countries in which it does not yet have strong business links.

In the first half of 2019 the RHI Magnesita Group received a dividend payment from MAGNIFIN Magnesiaprodukte GmbH & Co KG., St. Jakob, Austria which amounted to €10.1 million (1-6/2018: €10.4 million) and purchased raw materials from Sinterco S.A., Namêche, Belgium which amounted to €11.3 million (1-6/2018: €10.4 million). No other material transactions took place between the Group and related companies and persons.

(26) Seasonal and cyclical influence

Explanations regarding seasonal and cyclical influences on the operating activities of RHI Magnesita Group can be found in the report of the divisions in the management commentary.

(27) Employees

In the first half of 2019 the average number of employees of the RHI Magnesita Group based on full time equivalents amounts to 14,701 (1-6/2018: 14,098). 75 full time equivalents of salaried employees work in the Netherlands.

(28) Material events after the reporting date 30.06.2019

In July 2019 RHI Magnesita issued a new bonded loan ("Schuldscheindarlehen") in the amount of €280m, exclusively in tenors of 7, 8 and 10 years with margins ranging from 110 to 152bps, to further extend the debt maturity profile and optimise funding costs. Proceeds were used to repay existing floating bonded loans ("Schuldscheindarlehen") in the amount of €102m and to improve the company's capital structure.