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MARR Interim / Quarterly Report 2021

May 31, 2021

4060_ir_2021-05-31_19556729-60fd-4fe6-a1c1-9b73e6eaca5e.pdf

Interim / Quarterly Report

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Interim Report

as at March 31, 2021

14 May 2021

MARR S.p.A. Via Spagna, 20 – 47921 Rimini (Italy) Share Capital € 33,262,560 fully paid-up Tax Code and registration number in the Register of Enterprises of the Chamber of Commerce of Romagna – Forlì – Cesena and Rimini 01836980365 Company subject to the management and coordination of Cremonini S.p.A. – Castelvetro (MO)

TABLE OF CONTENTS

MARR Group Organisation

Corporate bodies of MARR S.p.A.

Interim report as at March 31, 2021

  • Directors' Report
  • Interim Condensed Consolidated Financial Statements
    • Statement of financial position
    • Statement of profit and loss
    • Statement of other comprehensive income
    • Statement of changes in Shareholder's Equity
    • Cash flows statement
  • Explanatory Notes to the Interim Condensed Consolidated Financial Statements
  • Statement by the Responsible for the drafting of corporate accounting documents pursuant to Art. 154 bis paragraph 2 of Legislative Decree 58 dated 24 February 1998

MARR GROUP ORGANISATION

as at 31 March 2021

The structure of the Group as at 31 March 2021 does not differ from that as at 31 December 2020 or from that as at 31 March 2020.

The MARR Group's activities are entirely dedicated to the foodservice marketing and distribution and are listed in the following table:

Company Activity
MARR S.p.A.
Via Spagna n. 20 – Rimini
Marketing and distribution of fresh, dried and frozen food
products for Foodservice operators.
AS.CA S.p.A.
Via Pasquale Tosi s.n.c. - Santarcangelo di Romagna
(RN)
Company which leases going concerns to the Parent
Company, effective from 1st February 2020
New Catering S.r.l.
Via Pasquale Tosi s.n.c. - Santarcangelo di Romagna
(RN)
Marketing and distribution of foodstuff products to bars and
fast food outlets.
MARR Foodservice Iberica S.A.U.
Calle Lagasca n. 106 1° centro - Madrid (Spagna)
Non-operating company (in pre – liquidation).

Company Activity
SìFrutta S.r.l. Supply of fresh fruit and vegetable products to hotels,
Via Pasquale Tosi s.n.c. - Santarcangelo di Romagna restaurants, canteens and chains operators and in industrial
(RN) transformation activities.
Jolanda de Colò S.p.A. Production, marketing and distribution of food products in
Via 1° Maggio n. 21 – Palmanova (UD) the premium segment (high range).

All the controlled companies are consolidated on a line – by – line basis. Related companies are evaluated by equity method.

CORPORATE BODIES

Board of Directors

Chairman Ugo Ravanelli
Chief Executive Office Francesco Ospitali
Directors Claudia Cremonini
Paolo Ferrari
Independent Directors Marinella Monterumisi (1)
Alessandro Nova
Rossella Schiavini (1)

(1) Member of Control and Risk Committee

Board of Statutory Auditors
Chairman Massimo Gatto
Auditors Andrea Foschi
Simona Muratori
Alternate Auditors Alvise Deganello
Lucia Masini

Independent Auditors PricewaterhouseCoopers S.p.A.

Manager responsible for the drafting of corporate accounting documents Pierpaolo Rossi

INTERIM REPORT AS AT 31MARCH 2021

DIRECTORS' REPORT

Group performance and analysis of the results for the first quarter of 2021

The interim report as at 31 March 2021, not audited, has been prepared in accordance with the accounting policies and measurement criteria established by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedures in art. 6 of (EC) Regulation 1606/2002 of the European Parliament and Council dated 19 July 2002, while for information and the purposes of this report, reference is made to article 154-ter of the Legislative Decree 58 dated 24 February 1998.

The quarter began with an extremely penalising market situation, especially when compared to the same period last year. Suffice to say that the trend changes recorded by the Confcommercio Studies Office (survey no. 4 of 15 April 2021) for January and February show reductions in terms of quantity of -58.8% and -45.6% respectively for the "Hotels, meals and out-of-home consumption" segment.

A first timid recovery, with an inversion in trend, could be noticed in March, when a variation of +5.9% was recorded. Although with a performance better than that of the Market and recorded by Confcommercio, MARR's total revenues also suffered from these uncertainties, closing the quarter at 188.6 million Euros compared to 261.7 million last year (-73.1 million, amounting to -28% compared to a market which, according to the source already quoted, recorded -43%).

It is interesting to break this result down on a monthly basis. Indeed, while in January and February, the decrease in total revenues was -56 and -37 million respectively, in March, the recovery compared to the same month last year amounted to 20 million (+42%).

With total revenues of 188.6 million, the revenues from sales in the first quarter amounted to 186.2 million Euros (compared to 259.7 million in the same period last year).

In particular, sales to clients in the "Street Market" category (restaurants and hotels not belonging to Groups or Chains) and "National Account" category (operators in structured commercial foodservice and canteens) were affected by the zonal restrictions throughout the entire period, while in the first quarter of 2020, they had been affected by the lockdown restrictions only starting on 10 March 2020.

The sales to wholesalers and retailers ("Wholesale" category) were less affected by the aforementioned restrictions.

The consolidated EBITDA for the period amounted to 108 thousand Euros compared to 3.6 million last year and it is the result of a strong decrease (about -8 million) in the first two months compared to the same period of 2020 with a substantial recovery in March (about +4.5 million). The EBIT amounted to -7.0 million compared to -4.2 million in the first quarter of 2020.

The net result for the period amounted to -6.3 million, compared to -4.0 million last year.

In the following table, we provide reconciliation between the revenues from sales by category and the revenues from sales and services indicated in the consolidated financial statements:

MARR Consolidated
(€thousand)
31 March
2021
31 March
2020*
Revenues from sales and services by customer category
Street market 89,913 144,801
National Account 44,774 64,543
Wholesale 51,509 50,355
Total revenues form sales in Foodservice 186,196 259,699
(1) Discount and final year bonus to the customers (1,966) (4,165)
(2) Other services 68 661
(3) Other 29 56
Revenues from sales and services 184,327 256,251

Note

(1) Discount and final year bonus not attributable to any specific customer category

(2) Revenues for services (mainly transport) not referring to any specific customer category

(3) Other revenues for goods or services/adjustments to revenues not referring to any specific customer category

* It should be noted that the data as at 31 March 2020 have been restated in order to maintain comparability with the 2021 classification following the redefinition of the customer category.

Below are the figures re-classified according to current financial analysis procedures, with the income statement, the statement of financial position and the net financial position for the first quarter of 2021, compared to the same period of the previous year.

Analysis of the re-classified income statement1

IFRS IFRS IFRS IFRS IFRS
MARR Consolidated 1st quarter % 1st quarter % % Change
(€thousand) 2021 2020
Revenues from sales and services 184,327 97.7% 256,251 97.9% (28.1)
Other earnings and proceeds 4,299 2.3% 5,498 2.1% (21.8)
Total revenues 188,626 100.0% 261,749 100.0% (27.9)
Cost of raw materials, consumables and goods for
resale (161,880) -85.8% (222,444) -85.0% (27.2)
Change in inventories 9,544 5.1% 8,528 3.3% 11.9
Services (29,381) -15.6% (35,732) -13.7% (17.8)
Leases and rentals (49) 0.0% (110) 0.0% (55.5)
Other operating costs (348) -0.2% (429) -0.2% (18.9)
Value added 6,512 3.5% 11,562 4.4% (43.7)
Personnel costs (6,404) -3.4% (7,967) -3.0% (19.6)
Gross Operating result 108 0.1% 3,595 1.4% (97.0)
Amortization and depreciation (4,003) -2.1% (3,993) -1.5% 0.3
Provisions and write-downs (3,156) -1.7% (3,839) -1.5% (17.8)
Operating result (7,051) -3.7% (4,237) -1.6% 66.4
Financial income 171 0.1% 233 0.1% (26.6)
Financial charges (1,523) -0.8% (1,559) -0.6% (2.3)
Foreign exchange gains and losses 262 0.1% 138 0.0% 89.9
Value adjustments to financial assets (156) -0.1% 0 0.0% (100.0)
Result from recurrent activities (8,297) -4.4% (5,425) -2.1% 52.9
Non-recurring income 0 0.0% 0 0.0% 0.0
Non-recurring charges 0 0.0% 0 0.0% 0.0
Net result before taxes (8,297) -4.4% (5,425) -2.1% 52.9
Income taxes 1,947 1.0% 1,377 0.6% 41.4
Net result attributable to the MARR Group (6,350) -3.4% (4,048) -1.5% 56.9

The consolidated economic results for the first quarter of 2021, which are still not easily comparable to those for the same period last year, when the effects of the pandemic were first felt during March, were as follows; EBITDA2 of 0.1 million Euros (3.6 million Euros as at 31 March 2020); EBIT of -7.0 million Euros (-4,2 million Euros as at 31 March 2020).

In the first quarter, MARR was once again significantly affected by the increasing restrictions on tourism and out-of-home foodservice activities. The reduction saw non-homogeneous dynamics in the framework of an absolutely non-comparable market situation in which, after a significant reduction in the first two months, March recorded a positive trend, despite the stringent health restrictions.

As regards the monthly trends in revenues from sales, it must be pointed out that while in January and February, the reduction in total revenues amounted to -56 and -37 million Euros respectively, in March the increase towards the figure for the same month last year was 20 million (+42%).

1 It is specified that the reclassified income statement does not show the item "Other Profits/Losses net of the effect of taxation" reported in the "Comprehensive income statement", as required by IAS 1 revised applicable from 1st January 2009 onwards.

2 The EBITDA (Gross Operating Margin) is an economic indicator not defined by the IFRS adopted by MARR for the financial statements from 31 December 2005. The EBITDA is a measure used by the company's management to monitor and assess its operational performance. The management believes that the EBITDA is an important parameter for measuring the Group's performance as it is not affected by the volatility due to the effects of various types of criteria for determining taxable items, the amount and characteristics of the capital used and the relevant amortization policies. Today (following the subsequent detailing of the development of the accounting procedures) the EBITDA (Earnings before interests, taxes, depreciation and amortization) is defined as the business year Profits/Losses gross of amortizations and depreciations, write-downs and financial income and charges and income tax.

DIRECTORS'REPORT

The item "other revenues and income", represented mainly by the contributions from suppliers on purchases and which includes the logistical costs that MARR charges to its suppliers, is correlated to the trends in costs for the purchase of goods and was also negatively affected by the trends in sales.

With regard to the above, in comparing the economic figures for the two periods, it must be taken into account that the fall in consumption linked to the measures to prevent the spread of the pandemic affected the entire quarter this year, while they were only in force from 11 March 2020.

As regards the operating costs, the decrease in absolute value of the Services must be pointed out, falling from 35.7 million Euros in the first quarter of 2020 to 29.4 million in the same period of 2021, with a percentage incidence on the total sales increasing from 13.7% in 2020 to 15,6% in 2021.

The cost of employment also recorded a decrease of 1.6 million, linked, in addition to a reduction in the average Group workforce (761.3 employees on average in the first quarter of 2021 compared to 819.8 in the same period last year), to the measures implemented in order to adjust the organization to the market situation through the use of the social safety nets made available by the Government, an intensification of the use of paid leave and less overtime work.

The item "Amortizations" is in line with the first quarter of 2020. It must be noted that it includes 2.3 million Euros (2.2 million in the same period of 2020) for the amortization for the quarter of the right of usage included in the financial statements for the leasing contracts as envisaged by IFRS 16.

The item provisions and write-downs amounted to 3.2 million Euros (3.8 million in the first quarter of 2020), with a percentage incidence n the total revenues increasing from 1.5% in the first quarter of 2020 to 1.7% as at 31 March 2021. The item includes 2.8 million Euros for provisions for bad debts, 0.4 million Euros for the provision for supplementary client indemnity and future risks and loses.

The trend of reductions in interest rates and the extinction in July 2020 of the bond loan in US dollars have enabled the balance of financial management to remain in line with that for the first quarter of 2020, with an increase in the medium and long-term debts.

As a result of the above, and net of a write-down of the financial assets amounting to 0.2 million Euros, the result of recurrent activities amounted at the end of the quarter to a loss of 8.3 million Euros (5.4 million Euros as at 31 March 2020) and, as a result of the deferred taxes receivable, the net result for the period amounted to a net loss of 6.3 million Euros (4.0 million Euros in the first quarter of 2020).

Analysis of the re-classified statement of financial position

MARR Consolidated 31.03.21 31.12.20 31.03.20*
(€thousand)
Net intangible assets 153,502 153,488 153,454
Net tangible assets 77,195 75,517 71,181
Right of use assets 56,279 51,849 45,313
Equity investments evaluated using the Net Equity method 1,797 1,828 2,046
Equity investments in other companies 175 300 304
Other fixed assets 34,175 30,264 42,999
Total fixed assets (A) 323,123 313,246 315,297
Net trade receivables from customers 279,193 298,850 329,014
Inventories 144,125 134,581 179,144
Suppliers (190,936) (234,579) (226,319)
Trade net working capital (B) 232,382 198,852 281,839
Other current assets 40,589 45,885 38,468
Other current liabilities (14,401) (13,712) (7,737)
Total current assets/liabilities (C) 26,188 32,173 30,731
Non-current assets held for sale (D) 2,400 2,400 0
Net working capital (E) = (B+C+D) 260,970 233,425 312,570
Other non current liabilities (F) (1,913) (1,868) (1,436)
Staff Severance Provision (G) (7,125) (7,275) (7,600)
Provisions for risks and charges (H) (7,526) (7,100) (6,792)
Net invested capital (I) = (A+E+F+G+H) 567,529 530,428 612,039
Shareholders' equity attributable to the Group (331,751) (338,112) (336,637)
Consolidated shareholders' equity (J) (331,751) (338,112) (336,637)
(Net short-term financial debt)/Cash 109,473 90,443 (21,860)
(Net medium/long-term financial debt) (287,672) (229,297) (207,553)
Net financial debt - before IFRS16 (K) (178,199) (138,854) (229,413)
Current lease liabilities (IFRS16) (8,824) (8,528) (8,210)
Non-current lease liabilities (IFRS16)
IFRS16 effect on Net financial debt (L)
(48,755)
(57,579)
(44,934)
(53,462)
(37,779)
(45,989)
Net financial debt (M) = (K+L) (235,778) (192,316) (275,402)
Net equity and net financial debt (N) = (J+M) (567,529) (530,428) (612,039)

* It should be noted that the data as at 31 March 2020 have been restated where necessary in order to maintain comparability with the data as at 31 December 2020 and at 31 March 2021.

Analysis of the Net Financial Position3

The following represents the trend in Net Financial Position.

MARR Consolidated 31.03.21 31.12.20 31.03.20*
(€thousand)
A. Cash 1,998 3,633 1,166
Bank accounts 255,994 247,842 126,670
Postal accounts 18 16 35
B. Cash equivalent 256,012 247,858 126,705
C. Liquidity (A) + (B) 258,010 251,491 127,871
Current financial receivable due to Parent company 9,099 5,794 4,077
Current financial receivable due to related companies 0 0 0
Others financial receivable 1,262 626 790
D. Current financial receivable 10,361 6,420 4,867
E. Current derivative/financial instruments 0 0 1,488
F. Current Bank debt (48,989) (66,684) (31,842)
G. Current portion of non current debt (109,659) (100,125) (114,525)
Financial debt due to Parent Company 0 0 0
Financial debt due to Related Companies 0 0 0
Other financial debt (250) (659) (9,719)
H. Other current financial debt (250) (659) (9,719)
I. Current lease liabilities (IFRS16) (8,824) (8,528) (8,210)
J. Current financial debt (F) + (G) + (H) + (I) (167,722) (175,996) (164,296)
K. Net current financial indebtedness (C) + (D) + (E) + (J) 100,649 81,915 (30,070)
L. Non current bank loans (262,598) (204,254) (177,552)
M. Non-current derivative/financial instruments 3,052 1,818 0
N. Other non current loans (28,126) (26,861) (30,001)
O. Non-current lease liabilities (IFRS16) (48,755) (44,934) (37,779)
P. Non current financial indebtedness (L) + (M) + (N) + (O) (336,427) (274,231) (245,332)
Q. Net financial indebtedness (K) + (P) (235,778) (192,316) (275,402)

* It should be noted that the data as at 31 March 2020 have been restated where necessary in order to maintain comparability with the data as at 31 December 2020 and at 31 March 2021.

In comparing the figure for that in previous years, it must be pointed out that, in the report as at 30 June 2020, the financial receivables from the valuation of the derivative cross currency swap contracts correlated to the bond loan in US dollars and expiring in 2023 were included in the net financial position (classified among the non-current financial debts). Were these receivables to have been considered as at 31 March 2020 as well (when they amounted to 5,222 thousand Euros), the financial debt of the Group would have amounted to 270.2 million Euros respectively.

3 The Net Financial Position used as a financial indicator of debts is represented by the total of the following positive and negative components of the Statement of financial position:

Positive short-term components: cash and equivalents; items of net working capital collectables; financial assets.

Negative short and long term components: payables to banks; payables to other financiers, payables to leasing companies and factoring companies; payables to shareholders for loans.

The financial debt of the Group includes 258 million Euros in cash and cash equivalents, a further improvement compared to 251 million as at 31 December 2020 and showing an improvement at the end of the first quarter of 2021 compared to the same period last year, but an increase compared to 31 December 2020, as a result of the historical seasonality of the sector.

There were no significant financial movements during the year other than everyday operating management costs.

As regards the structure of the financial debts, it must be pointed out that on 7 January 2021 a Pool loan signed on 30 December 2020 with BNL and Cassa Depositi e Prestiti, was disbursed for 80 million Euros. This loan is hedged by a SACE guarantee as envisaged in the so-called "Liquidity Decree" of 08/04/2020, no. 23 and has a duration of 45 months (12 months of which are pre-payback).

MARR Consolidated 31.03.21 31.12.20 31.03.20*
(€thousand)
Net trade receivables from customers 279,193 298,850 329,014
Inventories 144,125 134,581 179,144
Suppliers (190,936) (234,579) (226,319)
Trade net working capital 232,382 198,852 281,839

Analysis of the Trade net working Capital

* It should be noted that the data as at 31 March 2020 have been restated where necessary in order to maintain comparability with the data as at 31 December 2020 and at 31 March 2021.

As at 31 March 2021, the trade net working capital amounted to 232.4 million Euros, an improvement compared to 281.8 million Euros at the end of the first quarter of 2020, also benefitting from the reduction in trade receivables and inventories. It must be pointed out that the situation as at 31 March 2020 had been affected by the reaction to the health emergency that arose at the end of February and the closure of all activities from 11 March.

The figures as at 31 March 2021 are thus in no way comparable to those on closure of the first quarter of 2020.

Contrarily, the working capital increased compared to 31 December 2020, being affected by the historical seasonality of the sector, with an increase in inventories mainly as a result of the supply policies with a view to a recovery in consumption during the upcoming summer season.

The Company's focus on the management of the trade receivables remains very high, continuing to adopt methods based on the situations and requirements of each territory and Market segment.

The management's aim remains to safeguard the corporate assets.

Re-classified cash-flow statement

MARR Consolidated
(€thousand)
31.03.21 31.03.20*
Net profit before minority interests (6,350) (4,048)
Amortization and depreciation 4,003 3,993
Change in Staff Severance Provision (150) (698)
Operating cash-flow (2,497) (753)
(Increase) decrease in receivables from customers 19,657 39,628
(Increase) decrease in inventories (9,544) (8,749)
Increase (decrease) in payables to suppliers (43,643) (98,216)
(Increase) decrease in other items of the working capital 2,701 (6,147)
Change in working capital (30,829) (73,484)
Net (investments) in intangible assets (117) (1,246)
Net (investments) in tangible assets (3,328) (1,963)
Flows relating to acquisitions of subsidiaries and going concerns 0 (800)
Investments in other fixed assets and other change in
non current items (3,445) (4,009)
Free - cash flow before dividends (36,771) (78,246)
Distribution of dividends 0 0
Capital increase 0 0
Other changes, including those of minority interests (11) 887
Cash-flow from (for) change in shareholders' equity (11) 887
FREE - CASH FLOW (36,782) (77,359)
Opening net financial debt (192,316) (196,015)
Effect for change in liability for IFRS16 (6,680) (2,028)
Cash-flow for the period (36,782) (77,359)
Closing net financial debt (235,778) (275,402)

* It should be noted that the data relating to the flows of the first quarter of 2020 have been restated where necessary in order to maintain comparability with the data as at 31 March 2021

Investments

As regards investments in the first quarter of 2021, it must be highlighted that in February, with the progressive transfer of the various corporate departments, the new headquarter in Santarcangelo di Romagna, for an overall value as at 31 March 2021 of 16,925 thousand Euros, has been inaugurated.

The investments, in the quarter amounted to 1,002 thousand Euros, of which 882 thousand in "Land and buildings" and 120 thousand in the item "Plants and Machinery". In addition, the purchase, in the "Other assets" category of furniture and furnishings for about 380 thousand Euros.

Finally, it is highlighted the purchase of "Plant and machinery" and "Industrial and business equipment" for the new MARR Catania branch (about 700 thousand Euros), which has been operational since about the middle of March.

The following is a summary of the net investments made in the first quarter of 2021:

(€thousand) 31.03.21
Intangible assets
Patents and intellectual property rights 23
Fixed assets under development and advances 94
Goodwill 0
Total intangible assets 117
Tangible assets
Land and buildings 1,009
Plant and machinery 1,533
Industrial and business equipment 179
Other assets 477
Fixed assets under development and advances 130
Total tangible assets 3,328
Total 3,445

It is highlighted that the amount of investment exposed does not consider the amounts recorded as Right of use following the application of IFRS 16.

Other information

The Company neither holds nor has ever held shares or quotas of parent companies, even though third party persons and/or companies; consequently, during the first quarter of 2021 the company never purchased or sold the above-mentioned shares and/or quotas.

As at 31 March 2021 the company does not possess own shares.

During the quarter, the Group did not carry out atypical or unusual operations.

Significant events during the first quarter 2021

On 5 March 2021 MARR announced that it had signed a binding Framework Agreement to acquisition all the shares of a newly incorporated company, in which to confer all the activities of Antonio Verrini & Figli S.p.A. ("Verrini") including those of processing and marketing of fish products, and of Chef S.r.l. (Chef), which leases the company Chef Seafood.

Verrini, based in Genoa and operating through 5 distribution centers along the Ligurian coast and in Viareggio, is a reference business in the marketing of fish products in Liguria and Versilia while Chef operates, also in the fish product market, mainly to catering customers on the Riviera of Romagna served by the distribution center of San Clemente (Rimini).

In addition to its procurement skills, Verrini is capable of also valorising purchases through its presence in the retail and wholesale channels, which are vital in a term of product segmentation. Also its specialization in the catering channel which represents more than half of Verrini's sales, could create significant synergies within the MARR Group, aimed in particular at Street Market clients in Piedmont, Liguria and Tuscany.

In March the new MARR Catania distribution centre has started operations, and is a structure of approximately 6,000 m2 with an assortment of over 4,000 products, including a significant selection of local products (DOP, IGP and PAT). Customer relations are guaranteed by approximately 30 Commercial Technicians and an adequate structure of delivery vehicles. When fully operational, approximately 90 direct and indirect collaborators are expected, including commercial sales, transporters and handling workers. The expected objective for the new Catania distribution center is that it may exceed 60 million Euros in sales in the coming years, almost doubling the current levels of sales in the areas served by the new branch. MARR has been active in Sicily since the 1990s, in an area that is very tourist and culturally oriented with significant development prospects; the MARR Palermo distribution centre in Cinisi has been operational since 1999. The opening of the new MARR Catania centre has doubled MARR's presence in Sicily and increased the level of service for all foodservice operators in the region, through the MARR Palermo branch in western Sicily and the MARR Catania one in eastern Sicily. MARR, the leader in Italy in supplying the foodservice sector, operates with a close focus on valorising territorial products of excellence and offering a service oriented towards sustainability. In this sense, the new structure in Catania is part of the MARR design aimed at increasing its closeness to the market by focusing on local and specialist skills.

Subsequent events after the closing of the quarter

On 1st April 2021, After the Antitrust Authority gave its consent, MARR finalised the operation for the acquisition of the two Companies in the Verrini Group (total revenues amounting to about 55 million Euros in 2020) operating in the fresh seafood sector, in both the foodservice sector and in that of distribution to the final consumers.

The company Antonio Verrini S.r.l., which was specifically incorporated, will continue to operate in Liguria and Versilia through 5 distribution centres already in use and will have the dual goal of further expanding into the bordering areas and assisting the MARR distribution centers in increasing service levels, regarding the goods it produces, for the benefit of its Clients.

The company Chef S.r.l. (which operates by leasing the going concern Chef Seafood) will continue its current business of processing seafood products and sale both directly and through MARR's distribution centres operating in the neighbouring areas.

The operation, which confirms the specific will of the MARR Group to enhance its position in terms of goods that are extremely important to its clients and with greater difficulty in terms of management and handling, and also its capacity to consolidate the market through synergic business combinations that are functional to its qualitative objectives, is of strategic importance for the Group.

On 17 April 2021 the non-executive Director Vincenzo Cremonini today resigned from the position held in the Board of Directors of MARR S.p.A.. The decision is due "to personal reasons and to the impossibility of maintaining the position". The Company thanks Dott. Vincenzo Cremonini for the precious contribution provided until now with continuity and attention.

The contract for the lease to MARR S.p.A. of the going concern owned by SiFrutta S.r.l. was stipulated on 21 April 2021 and is valid as of 1st May 2021, date on which the activities of the subsidiary were taken over by the new MARR SiFrutta branch in Rimini, Via Cina, 4.

On 28 April 2021, the Shareholders' Meeting approved the annual financial statements as at 31 December 2020 and resolved to retain the loss for the year.

During the Shareholders' Meeting, the First Section of the Report on the remuneration policy and the remuneration paid was presented and the Second Section approved (www.marr.it/corporate-governance/assemblee).

The Board of Directors held today, within the terms envisaged by art. 14 of the Company By-Laws and pursuant to Art. 2386 of the Civil Code and with the favourable opinion of the Board of Statutory Auditors, without observing the scope of the list as the candidate appointed therein has in the meantime withdrawn his availability due to professional commitments, appointed as Board member Mr. Paolo Ferrari (whose CV can be consulted on the Company website and who does not currently possess any Company shares).He shall step down on the same date as the other Board members currently in office, and thus on approval of the financial statements as at 31 December 2022, and his appointment will be submitted for approval during the next Shareholders' Meeting.

Outlook

April confirms total revenues slightly more than those in the previous month with an increase of 48 million (of which about 4 million relating to the recent acquisitions) compared to April last year (about 76 million in 2021 compared to 28 million in April 2020).

All of the assessments described in the preceding paragraph "Group trends and analysis of the results for the first quarter of 2021", together with the trends recorded in the first part of the second quarter, and thus in April and the first few weeks of May, enable us to confirm the tepid optimism expressed on closure of the first quarter.

There is indeed an awareness of the enormous potential of out-of-home food consumption and what recorded on the Market in recent weeks, confirms both the assessment of a significant recovery and the objective capacity of MARR to draw full benefit from such trends.

The forecasts for the coming months are still difficult, given that they are linked to phenomena beyond the control of the Company, but what was achieved in the last 6-8 weeks strongly supports positions of realistic optimism.

It is therefore reasonable to expect a significant recovery in 2021 compared to the results achieved in 2020, given the current and forecast Market developments, with an increasingly concrete closing in on the benchmark values, those achieved in 2019, which today would appear realistically to be achievable within 2023.

Business continuity

With regard to the strategies implemented by the company to deal with the pandemic, in addition to that described in this Interim Report as at 31 March 2021, see that described in the 2020 Annual Report.

In this context, taking into consideration the complexity of a rapidly changing market context, the Company has considered the presupposition of business continuity to be appropriate and correct, taking into account its capacity to deal with its obligations in the near future, and especially in the next 12 months, also on the basis of the solidity of the financial structure of the Group, with regard to which the following must be noted:

  • the significant amount of cash and cash equivalents (more than 258 million Euros as at 31 March 2021);

  • credit lines granted and unused as at 31 March 2021, totalling not less than 200 million Euros;

  • the support of the main banks, on the basis of its leadership position in the sector in which it operates, also considering that on 7 January 2021, the Pool Loan with BNL and the Cassa Depositi e Prestiti was paid out for an amount of 80 million Euros – duration 45 months (of which 12 months pre-amortization) – and hedged by a SACE Guarantee as envisaged in the so-called "Liquidity Decree", no. 23 of 08/04/2020.

Interim Consolidated Financial Statements

MARR Group

Interim Report

as at March 31, 2021

STATEMENT OF CONSOLIDATED FINANCIAL POSITION

CONSOLIDATED BALANCE SHEET

ASSETS
Non-current assets
Tangible assets
77,195
75,517
71,181
Right of use assets
56,279
51,849
45,313
Goodwill
151,068
151,068
151,068
Other intangible assets
2,434
2,420
2,386
Investments valued at equity
1,797
1,828
2,046
Investments in other companies
175
300
304
Non-current financial receivables
1,787
1,070
482
Financial instruments/derivatives
3,052
1,818
5,222
Deferred tax assets
2,123
0
0
Other non-current assets
43,824
44,894
51,693
Total non-current assets
339,734
330,764
329,695
Current assets
Inventories
144,125
134,581
179,144
Financial receivables
10,361
6,420
4,860
relating to related parties
9,099
87.8%
5,794
90.2%
4,077
83.9%
Financial instruments / derivative
0
0
1,495
Trade receivables
265,634
283,150
314,616
relating to related parties
3,965
1.5%
6,042
2.1%
12,492
4.0%
Tax assets
6,734
6,277
2,306
relating to related parties
12
0.2%
12
0.2%
12
0.5%
Cash and cash equivalents
258,010
251,491
127,871
Other current assets
33,855
39,608
36,162
relating to related parties
192
0.6%
484
1.2%
129
0.4%
Total current assets
718,719
721,527
666,454
Non-current assets held for sale
2,400
2,400
0
TOTAL ASSETS
1,060,853
1,054,691
996,149
LIABILITIES
Shareholders' Equity
Shareholders' Equity attributable to the
331,751
338,112
336,637
Group
Share capital
33,263
33,263
33,263
Reserves
286,498
286,510
222,320
Net result of the period attributable to the Group
11,990
18,339
81,054
Total Shareholders' Equity
331,751
338,112
336,637
Non-current liabilities
Non-current financial payables
290,674
231,066
207,484
Non-current lease liabilities (IFRS16)
48,755
44,934
37,779
relating to related parties
3,394
7.0%
3,537
7.9%
333
0.9%
Financial instruments/derivatives
50
49
69
Employee benefits
7,125
7,275
7,600
Provisions for risks and costs
7,526
7,099
6,463
Deferred tax liabilities
0
1
329
Other non-current liabilities
1,913
1,868
1,436
Total non-current liabilities
356,043
292,292
261,160
Current liabilities
Current financial payables
158,898
167,462
156,086
relating to related parties
0
0.0%
0
0.0%
0
0.0%
Current lease liabilities (IFRS16)
8,824
8,528
8,210
relating to related parties
560
6.3%
556
6.5%
662
8.1%
Financial instruments/derivatives
0
6
0
Current tax liabilities
2,278
1,792
3,392
relating to related parties
920
40.4%
770
43.0%
1,885
55.6%
Current trade liabilities
190,936
234,579
226,319
relating to related parties
14,872
7.8%
9,512
4.1%
6,509
2.9%
Other current liabilities
12,123
11,920
4,345
relating to related parties
312
2.6%
258
2.2%
268
6.2%
Total current liabilities
373,059
424,287
398,352
TOTAL LIABILITIES
1,060,853
1,054,691
996,149
(€thousand) 31.03.21 31.12.20 31.03.20*

* It should be noted that the data as at 31 March 2020 have been restated where necessary in order to maintain comparability with the data as at 31 December 2020 and at 31 March 2021

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(€thousand) Notes 1st quarter
2021
1st quarter
2020
Revenues 1 184,327 256,251
relating to related parties 4,008 2.2% 12,699 5.0%
Other revenues 2 4,299 5,498
relating to related parties 147 3.4% 182 3.3%
Changes in inventories 9,544 8,528
Purchase of goods for resale and consumables 3 (161,880) (222,444)
relating to related parties (14,572) 9.0% (15,435) 6.9%
Personnel costs 4 (6,404) (7,967)
Amortizations, depreciations and provisions 5 (4,430) (4,279)
Losses due to impairment of financial assets 6 (2,729) (3,553)
Other operating costs 7 (29,778) (36,271)
of which profits and losses deriving from the accounting
elimination of financial assets valued at amortized cost
(11) (25)
relating to related parties (749) 2.5% (772) 2.1%
Financial income and charges 8 (1,090) (1,188)
of which profits and losses deriving from the accounting
elimination of financial assets valued at amortized cost
(119) (242)
relating to related parties (27) 2.5% (3) 0.3%
Income (charge) from associated companies 9 (156) 100.0% 0 0.0%
Net result before taxes (8,297) (5,425)
Taxes 10 1,947 1,377
Net result of the period (6,350) (4,048)
Attributable to:
Shareholders of the parent company (6,350) (4,048)
Minority interests 0 0
(6,350) (4,048)
EPS base (euros)
11
(0.10) (0.06)
EPS diluted (euros)
11
(0.10) (0.06)

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

1st quarter 1st quarter
(€thousand) Notes 2021 2020
Net result of the period (A) (6,350) (4,048)
Items to be reclassified to profit or loss in subsequent periods:
Efficacious part of profits/(losses) on cash flow hedge instruments, net of
taxation effect (11) 873
Items not to be reclassified to profit or loss in subsequent periods:
Actuarial (losses)/gains concerning defined benefit plans, net of taxation
effect 0 14
Total Other Profits/(Losses), net of taxes (B) 12 (11) 887
Comprehensive Result (A + B) (6,361) (3,161)
Attributable to:
Shareholders of the parent company (6,361) (3,161)
Minority interests 0 0
(6,361) (3,161)

CONSOLIDATED STATEMENT OF CHANGES IN THE SHAREHOLDER'S EQUITY

Des
cript
ion
Sha
Oth
re
er r
ese
rves
Pro
fits
Tot
al
Cap
ital
Sha
re
miu
pre
m
rese
rve
Leg
al
rese
rve
Rev
alua
tion
rese
rve
Sha
reho
lder
s
trib
utio
con
ns o
n
ital
cap
Ext
rdin
rao
ary
rese
rve
Res
e fo
erv
r
rcis
ed
exe
k o
ptio
stoc
ns
Res
for
erve
sitio
tran
n
to I
as/I
frs
Cas
h-flo
w
hed
ge
rese
rve
Res
erv
e
55
art.
ex
(dp
r 59
7-9
17)
Res
erv
e
IAS
19
Tot
al
Res
erv
es
ied
carr
ove
r
from
soli
dat
ed
con
Gro
up
net
ity
equ
Bala
Dec
31
emb
er 2
019
at
nce
33,2
63
63,
348
6,65
2
13 36,4
96
106
,11
1
1,47
5
7,2
90
(58
8)
1,45
8
(82
2)
221
,434
85,
101
339
,79
8
Oth
inor
varia
tion
er m
s
(1) (1) 1
Con
solid
ated
preh
ensiv
e inc
(1/
1 -3
1/03
/20)
com
ome
:
- N
sult
of th
riod
et re
e pe
- O
ther
Pro
fits/L
t of
taxe
osse
s, ne
s
873 14 887 (4,0
48)
(4,0
48)
887
Bala
31
Mar
ch 2
020
at
nce
33,2
63
63,
348
6,65
2
13 36,4
96
106
,11
1
1,47
5
7,2
90
285 1,45
7
(80
8)
222
,320
81,0
54
336
,637
Allo
catio
n of
20
19 p
rofit
64,3
49
64,
349
(64,
349
)
Oth
inor
varia
tion
er m
s
(4) (5) (1) (6)
Con
solid
ated
preh
ensiv
e inc
(1/
04-3
1/12
/20)
com
ome
:
- N
sult
of th
riod
et re
e pe
- Ot
her
Prof
its/L
t of
taxe
osse
s, ne
s
(15
1)
(3) (15
4)
1,63
5
1,63
5
(15
4)
Bala
Dec
31
emb
er 2
020
at
nce
33,2
63
63,
348
6,65
2
13 36,4
96
170
,460
1,47
5
7,2
90
134 1,45
3
(81
1)
286
,510
18,3
39
338
,112
Oth
inor
varia
tion
er m
s
(1) (1) 1
Con
solid
ated
preh
ensiv
e inc
(1/
1 -3
1/03
/202
1):
com
ome
- N
sult
of th
riod
et re
e pe
- O
fits/L
ther
Pro
t of
taxe
osse
s, ne
s
(11) (11
)
(6,3
50)
(6,3
50)
(11
)
Bala
31
ch 2
021
Mar
at
nce
33,2
63
63,
348
6,65
2
13 36,4
96
170
,460
1,47
5
7,2
90
123 1,45
2
(81
1)
286
,49
8
11,9
90
331
,75
1

CASH FLOWS STATEMENT (INDIRECT METHOD)

Consolidated
(€thousand) 31.03.21 31.03.20*
Net result of the Period (6,350) (4,048)
Adjustment:
Amortization / Depreciation 1,755 1,841
IFRS 16 depreciation 2,250 2,152
Change in deferred tax
Allocation of provison for bad debts
(2,121)
2,729
(1,536)
3,553
Provision for supplementary clientele severance indemnity 181 287
Write-downs of investments non consolidated on a line – by – line 156 0
Capital profit/losses on disposal of assets
relating to related parties
25
0
0.0% (62)
0
0.0%
Financial (income) charges net of foreign exchange gains and losses
relating to related parties
1,352
26
1.9% 1,326
3
0.2%
Foreign exchange evaluated (gains)/losses (78) 148
Total 6,249 7,709
Net change in Staff Severance Provision (150) (721)
(Increase) decrease in trade receivables 14,787 42,722
relating to related parties 2,077 14.0% (1,563) (3.7%)
(Increase) decrease in inventories (9,544) (8,560)
Increase (decrease) in trade payables (43,643) (99,801)
relating to related parties 5,360 (12.3%) (3,358) 3.4%
(Increase) decrease in other assets 6,823
292
4.3% 1,356
305
22.5%
relating to related parties
Increase (decrease) in other liabilities
494 (10,614)
relating to related parties 54 10.9% (352) 3.3%
Net change in tax assets / liabilities 49 (5,532)
relating to related parties 150 306.1% 130 (2.3%)
Interest paid (1,523) (1,559)
relating to related parties (29) 1.9% (3) 0.2%
Interest received 171 233
relating to related parties 3 1.8% 0 0.0%
Foreign exchange gains
Income tax paid
78
(23)
(148)
0
relating to related parties 0 0.0% 0 0.0%
Cash-flow from operating activities (32,582) (78,963)
(Investments) in other intangible assets (117) (98)
(Investments) in tangible assets (3,365) (1,274)
Net disposal of tangible assets 11 109
Outgoing for acquisition of subsidiaries or going concerns during the
year (net of the cash acquired)
0 (615)
Cash-flow from investment activities (3,471) (1,878)
Other changes, including those of third parties (12) 890
Net change lease liabilities (IFRS16) (2,563) (2,464)
relating to related parties (139) 5.4% (164) 6.7%
Net change in financial receivebles/payables for derivates (1,239) (2,120)
Net change in financial payables (excluding the new non-current loans (16,950) (7,380)
relating to related parties 0 0.0% 0 0.0%
New non-current loans received
relating to related parties
80,000
0
0.0% 57,500
0
0.0%
Repayment of other long - term debt (12,006) (32,980)
relating to related parties
Net change in current financial receivables
0
(3,941)
0.0% 0
(2,457)
0.0%
relating to related parties (3,305) 83.9% (2,234) 90.9%
Net change in non-current financial receivables
relating to related parties
(717)
0
0.0% 5,230
0
0.0%
Cash-flow from financing activities 42,572 16,219
Increase (decrease) in cash-flow 6,519 (64,622)
Opening cash and equivalents
Closing cash and equivalents
251,491
258,010
192,493
127,871

* It should be noted that the data relating to the flows of the first quarter of 2020 have been restated where necessary in order to maintain comparability with the data as at 31 March 2021.

For the reconciliation between the opening figures and closing figures with the relevant movements of the financial liabilities deriving from financing activities (as required by paragraph 44A of IAS 7), see Appendix 1 to the following explanatory notes.

EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Structure and contents of the interim condensed consolidated financial statements

The interim report as at 31 March 2021 has been prepared in accordance with the accounting policies and measurement criteria established by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedures in art. 6 of (EC) Regulation 1606/2002 of the European Parliament and Council dated 19 July 2002, while for information and the purposes of this report, reference is made to article 154-ter of the Legislative Decree 58 dated 24 February 1998.

In the "Accounting policies" section, the international accounting principles adopted in the drawing up of the quarterly report as at 31 March 2021 do not differ from those used in the drawing up of the consolidated financial statements as at 31 December 2020, excepted for the amendments and interpretations effective from the 1st January 2021.

For the purposes of the application of IFRS 8 it is noted that the Group operates in the "Distribution of food products to non-domestic catering" sector only; as regards performance levels in the first quarter of 2021, see that described in the Directors' Report on management performance.

The consolidated financial statements as at 31 March 2021 show, for comparison purposes, for the statement of profit or loss the figures for the first quarter of 2020 and for the statement of financial position the figures as at 31 December 2020 and at 31 March 2020.

The following classifications have been used:

  • "Statement of financial position" by current/non-current items,
  • "Statement of profit or loss" by nature,
  • "Cash flows statement" (indirect method).

It is believed that these classifications provide information which better represent the economic and financial situation of the Group.

The figures are expressed in Euros.

The statements and tables contained in this quarterly report are shown in thousands Euros.

The interim report is not subject to auditing.

This report has been prepared using the principles and accounting policies illustrated below:

Consolidation method

Consolidation is made by using the line-by-line method, which consists in recognizing all the items in the assets and liabilities in their entirety. The main consolidation criteria adopted to apply this method are the following.

  • Subsidiaries have been consolidated as from the date when control was actually transferred to the Group, and are no longer consolidated as from the date when control was transferred outside the Group.
  • Assets and liabilities, charges and income of the companies consolidated on a line-by-line basis, have been fully entered in the consolidated financial statements; the book value of equity investments has been written off against the corresponding portion of shareholders' equity of the related concerns, by assigning to each single item of the statement of financial position's assets and liabilities, the current value as at the date of acquisition of control (purchase method as defined by IFRS 3, "Business combinations"). Any residual difference, if positive, is entered under "Goodwill" in the assets; if negative, in the income statement.
  • Mutual debt and credit, costs and revenues relationships, between consolidated companies, and the effects of all significant transactions between these companies, have been written off.
  • The portions of shareholders' equity and of the results for the period of minority shareholders have been shown separately in the consolidated shareholders' equity and income statement: this holding is determined on the basis of the percentage held in the fair value of the assets and liabilities recorded at the date of original takeover and in the changes in shareholders' equity after this date.
  • Subsequently, the profits and losses are attributed to the minority shareholders on the basis of the percentage they hold and the losses are attributed to minorities even if this implies that the minority holdings have a negative balance.

EXPLANETORY NOTES

  • Changes in the shareholding of the parent company in a subsidiary, which do not imply loss of control, are accounted as equity transactions.
  • If the parent company loses control over a subsidiary, it:
    • derecognises the assets (including any goodwill) and liabilities of the subsidiary,
    • derecognises the carrying amount of any non-controlling interest,
    • derecognises the cumulative translation differences recorded in equity,
    • recognises the fair value of the consideration received,
    • recognises the fair value of any investment retained,
    • recognises any surplus or deficit in the profit and loss,
    • re-classifies the parent's share of components previously recognised in other comprehensive income to profit and loss or retained earnings, as appropriate.

Scope of consolidation

The interim condensed consolidated financial statements as at 31 March 2021 include the financial statements of the Parent Company MARR S.p.A. and those of the companies it either directly or indirectly controls.

Control is achieved when the Group is exposed or has the right to variable performance levels, deriving from its own relations with the entity involved in the investment and, simultaneously, has the capacity to affect these performance levels by exercising its power over the entity.

Specifically, the Group controls a subsidiary if, and only if, the Group has:

· the power over the entity involved in the investment (or has valid rights conferring upon it the current capacity to manage the significant activities of the entity being invested in);

· exposure or the right to variable performance levels deriving from relations with the entity being invested in;

· the capacity to exercise its own power over the entity being invested in terms of affecting the amount deriving from its performance.

There is a general assumption that the majority of voting rights implies control. In support of this assumption and when the Group possesses less than the majority of the voting (or similar) rights, the Group considers all the significant facts and circumstances to establish whether it controls the entity being invested in, including:

· contractual agreements with other owners of voting rights;

  • · rights deriving from contractual agreements;
  • · voting rights and potential voting rights of the Group.

The Group reconsiders whether it has control over a subsidiary or not if the facts and circumstances indicate that there have been changes in one or more of the significant elements defining control.

The complete list of subsidiaries included in the scope of consolidation as at 31 March 2021, with an indication of the method of consolidation, is included in the Group Organisation section.

The interim condensed consolidated financial statements have been prepared on the basis of the financial statements as at 31 March 2021 prepared by the subsidiaries included in the scope of consolidation and adjusted, if necessary, in order to align them to the accounting Group policies and classification criteria, in accordance with IFRS.

The structure of the Group as at 31 March 2021 does not differ from that as at 31 December 2020 or from that as at 31 March 2020.

During the first quarter of 2021, it is not realised new business combinations.

Corporate aggregations realised after the first quarter

On 1st April 2021, MARR finalised the purchase of the two Companies in the Verrini Group operating in the fresh seafood sector, on both the catering market and that of distribution to the final consumers.

The Company Antonio Verrini S.r.l., incorporated for the purpose, will continue to operate in Liguria and Versilia through the 5 distribution centres it already uses and will have the dual goal of further developing the neighbouring territories and assisting the MARR distribution centers in increasing the service level for its characteristic goods in favour of its customers. The Company Chef S.r.l. (which operates by leasing Chef Seafood) will continue its current activities of processing seafood products for their marketing, both directly and through the structure of the MARR branches in the surrounding areas.

The purchase envisaged an outgoing (including undertaking the debts) of about 8 million Euros, with part of the payment delayed for 12 months, in addition to an earn out in favour of the vendors, for up to a maximum of 2 million euros, linked to the achievement of specific targets in 2022.

Accounting policies

The criteria for assessment used for the purpose of predisposing the consolidated accounts up for the quarter closed on 31 March 2021 do not differ from those used for the drafting of the consolidated financial statements as at 31 December 2020, excepted for new Accounting Standards, interpretations and changes to the Accounting Standards effective from 1st January 2021 which, it should be pointed out, have had no significant impact on the current equity, economic and financial situation of the Group.

  • Modifications to IFRS 9, IAS 39 and IFRS 7 (Interest Rate Benchmark Reform). These modifications focus on the accounting of hedging operations in order to clarify the potential effects deriving from the uncertainty caused by the "Interest Rate Benchmark Reform". These modifications also require that companies provide additional information to the investors regarding their own hedging operations that are directly affected by such uncertainties.

The following is a list of the accounting standards, amendments and interpretations published by the IASB but which have not yet been endorsed.

  • "Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current". This document is aimed at clarifying how to classify the payables and other short or long-term liabilities. The changes will come into force on 1st January 2023.

  • On 14 May 2020, the IASB published the following amendments, all applicable from 1 st January 2022:

  • Amendments to IFRS 3 "Business Combinations", published on 14 May 2020: the changes are aimed at updating the reference contained in IFRS 3 to the Conceptual Framework in the reviewed version without this implying modifications to the dispositions of IFRS 3.

  • Amendments to IAS 16 "Property, Plant and Equipment": the changes are aimed at not allowing the deduction of the cost of the tangible assets received from the sale of goods produced during the test phase of the asset itself. Such revenues and the relative costs will thus be recorded in the income statement.

  • Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets": the amendment clarifies that in estimating the eventual cost of a contract, all of the costs directly attributable to the contract must be considered. As a result, the assessment of the eventual cost of a contract includes not only the incremental costs (such as the cost of the material used directly in processing, for example) but also all of the costs that the business cannot avoid, given that it has stipulated the contract (such as the portion of the staff costs and the amortization of the machinery used in fulfilling the contract, for example).

  • Annual Improvements 2018-2020: changes have been made to IFRS 1 "First-time Adoption of International Financial Reporting Standards", IFRS 9 "Financial Instruments, AS 41 Agriculture and the Illustrative Examples of IFRS 16 Leases".

Main estimates adopted by management and discretional assessments

While drawing up these abbreviated consolidated financial statements, the Directors of the Company have made some discretional assessments, estimates and hypotheses which influence the values of the revenues, costs, assets and liabilities and the indication of the potential liabilities on the date of the financial statements. However, the uncertainties surrounding these hypotheses and estimates may require a significant future adjustment of the book values of such assets and/or liabilities.

Estimates and hypotheses made

The following are the key hypotheses regarding the future and other important sources of uncertainty in the estimates on the closing date of the financial statements that could lead to significant adjustments in the book values of the assets and liabilities in coming years. The results that will be achieved could differ from such estimates. The estimates and assumptions are periodically reviewed and the effects of any changes are immediately reflected in the income statement.

Impairment test started: the non-financial assets with an indefinite lifetime are not amortized, but are subjected to impairment tests annually or whenever there are indicators of a loss of value. In this regard, it must be noted that the first three months of the year are still difficult to compare with the same period last year, when the pandemic had just begun to produce its effects at the beginning of March. However, during the quarter, although it was significantly affected by the increasing restrictions imposed on activities connected to tourism and outof-home catering, the decrease in revenues showed dissimilar trends; after a significant reduction in the first two months, a positive trend was recorded in March, despite the stringent health limitations being imposed. The management team thus believes that the capacity of the Group to respond positively to the changing market requirements has been confirmed, considering the fact that, despite the current time of great uncertainty,

the medium and long-term forecasts remain unchanged, in the conviction that the out-of-home foodservice market and the tourist vocation of this country will once again be rewarded by the recovery in the number of tourists, and as a result the consumption levels.

  • Expected credit losses: the focus of the Company on the management of the trade receivables remains high, implementing methods that are calibrated to the situations and requirements of each territory and market segment. The objective remains that of safeguarding the corporate equity while maintaining a closeness to the customer which enables the timely management of receivables and the enhancement of customer support services.
  • Economic and financial plans: the Company has made the economic and financial forecasts and those regarding performance levels in 2021 taking the impact of Covid-19 into account. Such forecasts may be further influenced in coming months by the performance of the tourist sector and market consumption figures.
  • Other elements in the financial statements that were the subject of estimates and assumptions by the management team were the inventory depreciation provision and the determination of the amortizations. These estimates, although supported by well-defined corporate procedures, do require that hypotheses be made mainly regarding the future realisable nature of the value of the inventories, and also the residual useful lifetime of the assets that may be influenced by both market trends and the information available to the top management team.

Financial Risks Management

The Covid-19 health emergency and consequent containment measures, with restrictions for the containment and stoppage of catering and hotel activities being imposed from the end of February 2020 until now, have significantly impacted the dynamics of the sector in which the Group operates, involving economic and financial tensions that have concerned all of the operators and have had an inevitable repercussion on the financial risks to which the Group is exposed in carrying out its business activities:

  • market risk (including the exchange rate risk, interest rate risk and price risk);
  • credit risk;
  • cash flow risk.

The management team immediately implemented a series of interventions aimed at managing both the trade net working capital, with specific regard to a continuing focus on the management of the receivables and inventories, and financial management.

Specifically, MARR defined a clear approach orienting its operating and management choices on the basis of certain strategic priorities.

The difficulty in accessing credit by the customers, also in the light of the current market trend because of Covid-19, has continued in this early part of 2021 and the management team is maintaining a close focus on credit management. The cost containment policies have also been confirmed, and are aimed at preserving the trade margin.

As regards the evolution of the financial situation of the Group, this depends on numerous conditions, including, in addition to the achievement of pre-established goals in terms of managing the trade net working capital, the trends of the banking and monetary markets, which are also influenced by the current economic situation.

MARR has also worked towards consolidating its leadership positions and its relations with the market, guaranteeing a high standard of service to its partners and clients, in complete respect of the health and hygiene regulations throughout the production line, capable of satisfying and guaranteeing the end consumer. It has thus enhanced its customer relations, achieving a closeness which has enabled the timely management of credit, which it has closely focused on with solutions based on credit merit.

Comments on the main items of the consolidated income statement

1. Revenues

(€thousand) 1st quarter
2021
1st quarter
2020
Net revenues from sales - Goods 184,229 255,614
Revenues from Services 25 36
Manufacturing on behalf of third parties 1 3
Rent income (typical management) 3 7
Other services 69 591
Total revenues 184,327 256,251

Revenues from sales and services and their trend, compared to the same period of the previous year, are the result of the major restrictions imposed on tourism and catering activities by the measures for the containment of the Covid-19 pandemic implemented in Italy at the end of February 2020 and still in force.

See that described in the Directors' Report for a more detailed analysis of the performance of revenues.

The breakdown of the revenues from sales of goods and from services by geographical area is as follows:

(€thousand) 1st quarter
2021
1st quarter
2020
Italy
European Union
Extra-EU countries
165,947
13,501
4,879
234,298
12,710
9,243
Total 184,327 256,251

2. Other revenues

The Other revenues are broken down as follows:

(€thousand) 1st quarter
2021
1st quarter
2020
Contributions from suppliers and others 3,745 5,056
Other Sundry earnings and proceeds 140 99
Reimbursement for damages suffered 338 152
Reimbursement of expenses incurred 68 119
Recovery of legal taxes 7 6
Capital gains on disposal of assets 1 66
Total other revenues 4,299 5,498

The "Contributions from suppliers and others", which also decreased because of the market trends due to the pandemic, that has been going on since February 2020, consist mainly of contributions obtained from suppliers for the commercial promotion of their products with our customers; see that described in the Directors' Report for a more detailed analysis of the performance.

Lastly, it should be recalled that a part of the contribution from suppliers, related to contracts for the recognition of the endof-year bonuses, has been included to reduce the cost of purchasing materials.

3. Purchase of goods for resale and consumables

This item is composed of:

(€thousand) 1st quarter
2021
1st quarter
2020
Purchase of goods 162,164 222,553
Purchase of packages and packing material 511 900
Purchase of stationery and printed paper 94 125
Purchase of promotional and sales materials and catalogues 15 42
Purchase of various materials 49 124
Discounts and rebates from suppliers (1,000) (1,370)
Fuel for industrial motor vehicles and cars 47 70
Total purchase of goods for resale and consumables 161,880 222,444

As regards the performance of the purchase cost of goods destined for commercialisation, see the Directors' Report and the relevant comments on the gross margin.

As highlighted in the previous paragraph, the item "Purchases of goods" benefits for some 973 thousand Euros (1,350 thousand Euros in the first quarter 2020), of the part of contribution from suppliers identifiable as end-of-year bonuses.

4. Personnel costs

As at 31 March 2021 the item amounts to 6,404 thousand Euros (7,967 thousand Euros as at 31 March 2020) and includes all expenses for employed personnel, including holiday and additional monthly salaries as well as related social security charges, in addition to the severance provision and other costs provided contractually.

The decrease is the combined effect of two factors: on the one hand, the decrease in the average number of employees of the Group with 761.3 average employees in the first quarter of 2021 compared to 819.8 in the same period of the previous year and, on the other hand, the adjustment organization to the market situation through the use of social safety nets made available by the Government, an intensification of the use of holidays and less use of overtime.

5. Amortizations, depreciation and provisions

This item is composed of:

(€thousand) 1st quarter
2021
1st quarter
2020
Depreciation of tangible assets 1,650 1,742
Depreciation of right of use 2,250 2,152
Amortization of intangible assets 103 99
Adjustment to provision for supplementary clientele severance indemnity 181 286
Allocation of provision for risks and losses 246 0
Total amortization, depreciation and provisions 4,430 4,279

6. Losses due to impairment of financial assets

This item is composed of:

24
(€thousand) 1st quarter
2021
1st quarter
2020
Allocation of taxable provisions for bad debts
Allocation of non-taxable provisions for bad debts
2,308
421
3,059
494
Total Losses due to impairment of financial assets 2,729 3,553

The provision made against the persistence of uncertainty on the market is in line with the first quarter of 2020 in terms of percentage incidence on total revenues (1.5% in the first quarter of 2021 against 1.4% in the same period of 2020).

7. Other operating costs

The details of the "Other operating costs" are as follows:

(€thousand) 1st quarter
2021
1st quarter
2020
Operating costs for services 29,381 35,732
Operating costs for leases and rentals 49 110
Operating costs for other operating charges 348 429
Total other operating costs 29,778 36,271

Operating costs for services show a decrease compared to the same period of the previous year mainly due to the reorganization progressively implemented starting from March 2020 following the impacts of the pandemic on hotel and restaurant activities.

The operating costs for services mainly include the following items: sale expenses, distribution and logistics costs for our products for 23,151 thousand Euros (28,149 thousand Euros in the first quarter of 2020), utility costs for 2,039 thousand Euros (2,043 thousand Euros in the first quarter of 2020), handling costs for 579 thousand Euros (938 thousand Euros in the first quarter of 2020), third party works for 566 thousand Euros (1,016 thousand Euros in the first quarter of 2020) and maintenance costs amounting to 1,032 thousand Euros (1,381 thousand Euros in the first quarter of 2020).

The costs for the leases and rentals totalled 49 thousand Euros (110 thousand Euros in the same period of 2020) and represents the lease contracts not within the scope of application of the new accounting standard.

The operating costs for other operating charges mainly include the following items: "Other indirect duties, taxes and similar costs" for 147 thousand Euros, "Expenses for credit recovery" for 51 thousand Euros and "Local council duties and taxes" for 72 thousand Euros.

8. Financial income and charges

Details of primarily "Financial income and charges" are as follows:

(€thousand) 1st quarter
2021
1st quarter
2020
Financial charges 1,523 1,559
Financial income (171) (233)
Foreign exchange (gains)/losses (262) (138)
Total financial (income) and charges 1,090 1,188

The net effect of foreign exchange mainly reflects the performance of the Euro compared to the US dollar, which is the currency for imports from non-EU countries.

It is specified that the financial charges included interest expenses for 383 thousand Euros (of which 29 thousand Euros related to lease contract with the related Company Le Cupole of Castelvetro (MO), for the lease of the buildings located in Via Spagna, 20 – Rimini) as a result of the application of IFRS 16.

9. Income/(loss) from holdings valued using the net equity method

The item amounts to a total of 156 thousand Euros and represents the valuation at equity of the investment in the associated company Jolanda de Colò S.p.A. (30 thousand Euros) and the write-down of equity investments in other companies (126 thousand Euros).

10. Taxes

(€thousand) 1st quarter
2021
1st quarter
2020
Ires/Ires charge transferred to Parent Company 150 130
Irap 24 29
Net provision for deferred taxes (2,121) (1,536)
Total taxes (1,947) (1,377)

Deferred taxes include also the estimate of deferred tax assets calculated on the tax loss for the quarter for about 1,450 thousand Euros.

11. Earnings / (losses) per share

The following table is the calculation of the basic and diluted Earnings:

1st quarter
(Euros)
2021
1st quarter
2020
Basic Earnings Per Share (0.10) (0.06)
Diluted Earnings Per Share (0.10) (0.06)

It is pointed out that the calculation is based on the following data:

Earnings:

(€thousand) 1st quarter
2021
1st quarter
2020
Net result of the period
Minority interests
(6,350)
0
(4,048)
0
Result used to determine basic and diluted earnings per share (6,350) (4,048)

Number of shares:

(number of shares) 1st quarter
2021
1st quarter
2020
Weighted average number of ordinary shares used to determine basic earning per share
Adjustments for share options
66,525,120
0
66,525,120
0
Weighted average number of ordinary shares used to determine diluted earning per share 66,525,120 66,525,120

EXPLANETORY NOTES

12. Other profits/losses

The other profits/losses accounted for in the consolidated statement of other comprehensive income consist of the effects produced and reflected in the period with reference to the following items:

  • effective part of the operations for: hedging interest rates related to variable rate loans existing at the date; hedging exchange risk rate related to the bond in US dollars closed with an operation of private placement in the month of July 2013; effective part of the term exchange purchase transactions carried out by the Group to hedge the underlying goods purchasing operations. The value indicated, amounting to a total loss of 11 thousand Euros in the first quarter of 2021 (+873 thousand Euros in the same period of the previous year), is shown net of the taxation effect (that amounts to a positive effect for some 3 thousand Euros as at 31 March 2021).

According to the IFRS these profits/losses have been entered in the net equity and highlighted (according to IAS 1 revised, in force from 1st January 2009) in the consolidated comprehensive income statement.

° ° °

Rimini, 14 May 2021

The Chairman of the Board of Directors Ugo Ravanelli

Appendices

These appendices contain additional information compared to that reported in the Notes, of which they constitute a complete part.

Appendix 1 – Reconciliation of liabilities deriving from financing activities as at 31 March 2021 and 31 March 2020.

Appendix 1

RECONCILIATION OF LIABILITIES DERIVING FROM FINANCING ACTIVITIES AS AT 31 MARCH 2021 AND AS AT 31 MARCH 2020

No
n-f
ina
nci
al c
han
ges
Ot
her
ch
es/
ang
Exc
han
rat
ge
es
Fai
alu
r v
e
31/
03
/20
21
Ca
flow
sh
s
las
sifi
ion
cat
rec
s
Ac
isit
ion
qu
iati
var
ons
iati
var
on
31/
12/
20
20
Cur
bles
ban
k
rent
to
pa
ya
48,
989
(
17,6
95)
0 0 0 0 66,
684
Cur
f no
t d
ebt
rtio
rent
po
n o
n cu
rren
109
,65
9
1,32
7
8,2
07
0 0 0 100
,12
5
Cur
fin
ial p
bles
for
bo
nd
lace
n U
S d
olla
ivat
nt i
rent
anc
aya
pr
e p
me
rs
250 (
643
)
296 0 0 0 597
Cur
ial p
bles
IFR
S 1
6 le
fin
for
rent
ntra
cts
anc
aya
ase
co
8,8
24
(
2,5
64)
2,8
60
0 0 0 8,5
28
Cur
ial p
bles
lea
fin
for
sing
rent
ntra
cts
anc
aya
co
0 (
56)
0 0 0 0 56
Cur
ial p
bles
fin
for
rcha
f qu
r sh
rent
ota
anc
aya
pu
se o
s o
are
s
0 0 0 0 0 0 0
T
l cu
fina
nci
al
ab
les
ota
nt
rre
pay
167
,72
2
(
19,6
31)
11,3
63
0 0 0 175
,99
0
Cur
bles
able
l ins
/(re
ceiv
s)
for
hed
ing
fina
ncia
rent
trum
ent
pa
ya
g
s
0 (
6)
0 0 0 0 6
To
tal
t f
ina
nci
al
inst
ent
cur
ren
rum
s
0 (
6)
0 0 0 0 6
No
bles
ban
k
t p
to
n-cu
rren
aya
262
,59
8
66,
667
(
8,3
23)
0 0 0 204
,25
4
No
t fin
ial p
bles
for
bo
nd
lace
n U
S d
olla
ivat
nt i
n-cu
rren
anc
aya
pr
e p
me
rs
28,
076
0 12 0 1,25
2
0 26,
812
No
t fin
ial p
bles
fot
IFR
S 1
6 le
ntra
cts
n-cu
rren
anc
aya
ase
co
48,
755
0 3,8
21
0 0 0 44,
934
No
ial p
bles
lea
t fin
for
sing
ntra
cts
n-cu
rren
anc
aya
co
0 0 0 0 0 0 0
No
ial p
bles
t fin
for
rcha
f qu
r sh
ota
n-cu
rren
anc
aya
pu
se o
s o
are
s
0 0 0 0 0 0 0
T
l no
ial
les
fin
ab
ota
ent
n-c
urr
anc
pay
339
,42
9
66,
667
(
4,4
90)
0 1,25
2
0 276
,00
0
No
bles
abl
l ins
/(re
ceiv
es)
for
hed
ing
fina
ncia
t p
trum
ent
n-cu
rren
aya
g
s
50 (
49)
0 0 0 50 49
To
tal
fina
nci
al
inst
nt
ent
non
-cu
rre
rum
s
50 (
49)
0 0 0 50 49
To
tal
liab
iliti
fro
fina
al a
aris
ing
nci
ctiv
itie
es
s
m
50
7,2
01
46
,98
1
6,8
73
0 1,2
52
50 45
2,0
45
Re
cilia
h C
Fl
s S
Ind
tio
f v
aria
tio
wit
ash
(
irec
t M
eth
od
)
tat
ent
con
n o
ns
ow
em
Cas
h flo
(net
of
ing
for
uisit
ion
of s
ubs
idia
ries
)
out
ws
go
acq
46,
98
1
Oth
clas
inclu
han
/ re
sific
atio
ded
the
isitio
er c
ges
ns,
ac
qu
n
6,8
73
Exc
han
riat
ions
rate
ge
s va
1,25
2
lue
Fair
iatio
va
var
n
50
T
l de
taile
d v
aria
tion
s in
the
tab
le
ota
6
55
,15
Oth
han
in
fina
ncia
l lia
bilit
ies
er c
ges
(
16,9
50)
Ne
fin
ial p
bles
(
IFR
S16
)
t ch
e in
ang
anc
aya
4,1
17
Ne
loa
ived
rent
w n
on-
cur
ns r
ece
80,
000
Ne
ial i
t ch
e in
de
riva
tive
/fin
nstr
ent
ang
anc
um
s
(
5)
No
t lo
ent
n cu
rren
ans
rep
aym
(
12,0
06)
Tot
al c
Cas
low
s St
han
sh
n b
fin
ing
iviti
in t
he
h F
etw
act
ate
nt
ges
ow
een
anc
es
me
55
,15
6
No
al
n-f
ina
nci
cha
nge
s
Ot
her
ch
es/
ang
Ex
cha
tes
nge
ra
alu
Fai
r v
e
31
/03
/20
20
Ca
flo
sh
ws
las
sifi
ion
cat
rec
s
Pu
rch
ase
s
riat
ion
va
s
riat
ion
va
31
/12
/20
19
Cu
ble
ba
nk
t p
s to
rren
aya
31,
29
6
(
8,
335
)
0 835 0 0 38,
79
6
Cu
ion
of n
t d
ebt
t p
ort
rren
on
cur
ren
115
072
,
(
28,
980
)
13,
97
6
0 0 0 130
07
6
,
Cu
ial p
ble
lace
n U
S d
olla
t fin
s fo
r b
ond
ivat
nt i
rren
anc
aya
pr
e p
me
rs
9,
457
(
814
)
386 0 226 0 9,
659
Cu
t fin
ial p
ble
s fo
r IF
RS
16
leas
ont
ract
rren
anc
aya
e c
s
8,
210
(
2,
46
5)
73
6
2,
02
8
0 0 7,
91
1
Cu
ial p
ble
r le
t fin
s fo
asin
ont
ract
rren
anc
aya
g c
s
26
1
(
66)
56 0 0 0 27
1
Cu
ial p
ble
t fin
s fo
rch
of
sh
tas
rren
anc
aya
r pu
ase
quo
or
are
s
0 (
800
)
0 800 0 0 0
To
tal
ial
les
fin
ab
nt
cu
rre
anc
pay
164
29
6
,
(
41
460
)
,
15,
154
3,
663
226 0 186
71
3
,
Cu
ble
les)
l ins
s/(r
ivab
fo
r he
dg
ing
fina
ncia
t p
tru
nts
rren
aya
ece
me
0 (
72)
0 0 0 0 72
To
tal
al
fina
nci
ins
nt
tru
nts
cu
rre
me
0 (
72)
0 0 0 0 72
No
ble
ba
nk
t p
s to
n-cu
rren
aya
177
48
2
,
53,
500
(
13,
509
)
0 0 0 137
49
1
,
No
t fin
ial p
ble
s fo
r b
ond
lace
n U
S d
olla
ivat
nt i
n-cu
rren
anc
aya
pr
e p
me
rs
30,
002
0 11 0 745 0 29,
24
6
No
ial p
ble
r IF
RS
leas
t fin
s fo
16
ont
ract
n-cu
rren
anc
aya
e c
s
37,
779
0 (
735
)
0 0 0 38,
514
No
t fin
ial p
ble
s fo
r le
asin
ont
ract
n-cu
rren
anc
aya
g c
s
0 0 (
56)
0 0 0 56
No
t fin
ial p
ble
s fo
rch
of
sh
tas
n-cu
rren
anc
aya
r pu
ase
quo
or
are
s
0 0 0 0 0 0 0
To
tal
ial
les
fin
ab
ent
no
n-c
urr
anc
pay
245
26
3
,
53,
500
(
14,
289
)
0 745 0 205
307
,
No
ble
s/(r
les)
fo
fina
l ins
ivab
r he
dg
ing
ncia
t p
tru
nts
n-cu
rren
aya
ece
me
69 (
66)
0 0 0 69 66
To
tal
ial
fin
ins
ent
tru
nts
no
n-c
urr
anc
me
69 (
66)
0 0 0 69 66
To
tal
lia
bili
ial
tie
risi
fro
fin
ivit
ies
act
s a
ng
anc
m
40
9,
62
8
11,
90
2
86
5
3,
66
3
97
1
69 39
2,
158
Re
liat
Ca
Flo
St
Ind
nci
ion
of
riat
ion
ith
sh
(
ire
Me
tho
d)
ate
nt
ct
co
va
s w
ws
me
Ca
flow
sh
s (n
f ou
ing
for
uisi
tion
of
sub
sid
iarie
s)
et o
tgo
acq
12,
702
Ot
clas
inclu
her
ch
es/
sific
atio
ded
th
isiti
ang
re
ns,
e a
cqu
on
865
Exc
han
aria
tion
rate
ge
s v
s
97
1
lue
Fair
iatio
va
var
n
69
T
l de
tail
ed
iatio
in t
he
tab
le
ota
var
ns
14,
60
7
Ot
cial
lia
bilit
her
ch
in f
inan
ies
ang
es
(
9,
40
8)
Ne
t ch
e in
fin
ial p
ble
s (
IFR
S16
)
ang
anc
aya
(
43
6)
Ne
t lo
ceiv
ed
w n
on-
cur
ren
ans
re
57,
500
Ne
ial i
t ch
e in
de
riva
tive
/fin
nst
ent
ang
anc
rum
s
(
69)
No
t lo
nt
n cu
rren
ans
re
pay
me
(
32,
980
)
Tot
Ca
s S
al c
han
sh
n b
fin
ing
iviti
in t
he
sh
Flow
etw
act
tat
ent
ges
ow
een
anc
es
em
14,
60
7

STATEMENT BY THE RESPONSIBLE FOR THE DRAFTING OF CORPORATE ACCOUNTING DOCUMENTS PURSUANT TO ART. 154-BIS PARAGRAPH 2 OF LEGISLATIVE DECREE 58 DATED 24 FEBRUARY 1998

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

Rimini, 14 May 2021

Pierpaolo Rossi Manager responsible for the drafting of corporate accounting documents