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MARR Interim / Quarterly Report 2020

Jan 25, 2021

4060_ir_2021-01-25_53e42add-7fe4-4546-8db2-e25c7b003664.pdf

Interim / Quarterly Report

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Interim Report

as at 30 September 2020

13 November 2020

MARR S.p.A. Via Spagna, 20 – 47921 Rimini (Italy) Capital Stock € 33.262.560 fully paid Tax code and Trade Register of Romagna-Forlì-Cesena and Rimini 01836980365 Subject to the management and coordination of Cremonini S.p.A. – Castelvetro (MO)

TABLE OF CONTENTS

MARR Group Organization

Corporate bodies of MARR S.p.A.

Interim report as at 30 September 2020

  • 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

MA ARR GRO OUP ORGA ANISATIO ON

as at 3 0 Septembe er 2020

As at 30 Sep transactions c ptember 2020 concluded by t 0 the structur the Parent Co re of the Gro ompany MARR oup differs fro R: m that at 30 September 2 2019 due to the following

  • the acquisit distribution a and which is products of c tion on 13 No and production one of the m culinary excelle ovember 2019 n centre with main operators ence; 9 of 34% of th a surface are s at a nationa he shares of Jo ea of more tha l level in the olanda de Col an 6,000 squa premium segm ò S.p.A., a co are metres loc ment (high ran ompany operat cated in Palma nge), with mo ting through a anova (Udine) ore than 2,000 g)0ìl

  • the purchas Frutta S.r.l. an control of the se on 11 Marc nd Vitali e Bag e shareholding ch 2020 of the gnoli Multiserv g. e remaining 60 vice S.r.l. for a 0% of the shar a total price of res of SìFrutta f 0.8 million E S.r.l.; the purch Euros allowed hase from the MARR to acq e companies Sì quire the total

The MARR G Group's activiti ies are entirely y dedicated to o the foodserv ice distribution n and are listed d in the follow wing table:

Company Activity
MARR S.p.A.
Via Spagna n.
. 20 – Rimini
Marketing an
nd distribution
n of fresh, dr
ried and froze
en food
products for
r Foodservice o
operators.
AS.CA S.p.A.
Via dell'Acer
ro n. 1/A - S
Santarcangelo
di Romagna
(RN)
Company w
which leases
going conce
erns to the
Parent
Company, ef
ffective from 1
1 February 202
20
New Caterin
g S.r.l.
Via dell'Acer
ro n.1/A - S
Santarcangelo
di Romagna
(RN)
Marketing an
nd distribution
n of foodstuff p
products to b
ars and
fast food out
tlets.
Company Activity
MARR Foodservice Iberica S.A.U.
Calle Lagasca n. 106 1° centro - Madrid (Spain)
Non-operating company (in pre – liquidation).
Si'Frutta S.r.l. Supply of fresh fruit and vegetable products to hotels,
Via dell'Acero n.1/A - 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 Officer Francesco Ospitali
Directors Claudia Cremonini
Vincenzo Cremonini
Indipendent 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

DIRECTORS' REPORT

Group performance and analysis of the results for the third quarter of 2020 and as at 30 September 2020

The interim report as at 30 September 2020, 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.

In the analysis of the Group results as at 30 September 2020 it must be pointed out that out-of-home food consumption, which is partly linked to tourism flows, suffered an almost total stoppage from the end of February to the first days of June. According to the findings of the Confcommercio Studies Office (Survey no. 9, October 2020), consumption by quantity in the "Hotels, meals and out-of-home consumption" sector, in other words the reference sector for MARR's activities, recorded a decrease of 22.8% in the first quarter and 68.8% in the second quarter, with a weighted average of – 49.4% at the end of the first half.

Subsequently, out-of-home food consumption showed a positive recovery in the third quarter, despite the penalisation caused by the modest incoming and thus the influx of tourists from abroad, recording a decrease in consumption compared to the same period last year of "only" 33.4%.

During the third quarter, MARR had a reduction in revenues that was less than that of the market (-19.6% for MARR compared to –33.4% for the market) thus confirming the increase of its market share. The restaurants sector especially was less critically affected, given that the hotel sector suffered much more, because of the aforementioned problems affecting tourism.

The total revenues in the third quarter amounted to 409 million Euros compared to 509.1 million in 2019, with a decrease of 19.7%, an improvement on -43.6% at the end of the first six months.

As regards the only sector of activity represented by "Distribution of food products to non-domestic catering", the sales can be analysed in terms of client categories as follows.

The sales of the MARR Group in the first nine months of 2020 amounted to 843.8 million Euros (1,280.4 million in 2019), while those in the third quarter amounted to 402.7 million Euros (500.7 million in 2019), with a decrease of 19.6%.

The sales to clients in the Street Market and National Account categories as at 30 September 2020 amounted to 688.7 million Euros compared to 1,109.8 million in 2019, while the sales in the third quarter amounted to 349.0 million Euros (445.7 million in 2019), with a reduction of 21.7%, in the context of an out-of-home market which, according to the most recent Confcommercio figures (Survey no. 9, October 2020), recorded a fall of -33.4% (by quantity) in the "Hotels, meals and out-of-home consumption" segment, with an almost non-existent inflation rate.

In the main Street Market category (restaurants and hotels not belonging to groups or chains), the sales in the first nine months amounted to 550.3 million Euros (891.8 million in 2019), and those in the third quarter amounted to 298.4 million (378.1 million in 2019).

The sales to National Account clients (operators in Chains and Groups and Canteens) as at 30 September 2020 amounted to 138.4 million Euros (218.0 in 2019), with 50.6 million Euros in the third quarter (67.6 million in the same period of 2019).

The sales to clients in the Wholesale category in the first nine months of 2020 amounted to 155.1 million Euros (170.6 million in 2019), with 53.8 million in the third quarter (55.0 million in 2019).

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:

3rd quarter 3rd quarter 30.09.20 30.09.19
2020 2019 (9 months) (9 months)
MARR Consolidated
(€thousand)
3rd quarter
2020
3rd quarter
2019
30.09.20
(9 months)
30.09.19
(9 months)
Revenues from sales and services by customer category
Street market 298,397 378,080 550,320 891,804
National Account 50,559 67,609 138,392 218,042
Wholesale 53,770 54,981 155,135 170,568
Total revenues form sales in Foodservice 402,726 500,670 843,847 1,280,414
(1) Discount and final year bonus to the customers (3,025) (3,118) (9,906) (12,309)
(2) Other services 453 515 1,270 1,795
(3) Other 64 68 229 205
Revenues from sales and services 400,218 498,135 835,440 1,270,105

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

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 nine months and third quarter of 2020 compared to the corresponding periods of the previous year.

Analysis of the re-classified income statement

MARR Consolidated
(€thousand)
3rd quarter
2020
% 3rd quarter
2019
% % Change 30.09.20
(9 months)
% 30.09.19
(9 months)
% % Change
Revenues from sales and services 400,218 97.9% 498,135 97.8% (19.7) 835,440 97.6% 1,270,105 97.5% (34.2)
Other earnings and proceeds 8,743 2.1% 10,954 2.2% (20.2) 20,627 2.4% 31,991 2.5% (35.5)
Total revenues 408,961 100.0% 509,089 100.0% (19.7) 856,067 100.0% 1,302,096 100.0% (34.3)
Cost of raw and secondary materials,
consumables and goods sold (291,586) -71.3% (359,017) -70.5% (18.8) (638,848) -74.7% (1,009,573) -77.5% (36.7)
Change in inventories (25,873) -6.3% (36,053) -7.1% (28.2) (48,212) -5.6% (10,791) -0.8% 346.8
Services (50,576) -12.4% (56,891) -11.2% (11.1) (113,672) -13.3% (147,772) -11.3% (23.1)
Leases and rentals 161 0.0% (170) 0.0% (194.7) 34 0.0% (500) -0.1% (106.8)
Other operating costs (420) -0.1% (346) -0.1% 21.4 (1,151) -0.1% (1,108) -0.1% 3.9
Value added 40,667 9.9% 56,612 11.1% (28.2) 54,218 6.3% 132,352 10.2% (59.0)
Personnel costs (7,969) -1.9% (9,347) -1.8% (14.7) (20,978) -2.4% (28,761) -2.2% (27.1)
Gross Operating result 32,698 8.0% 47,265 9.3% (30.8) 33,240 3.9% 103,591 8.0% (67.9)
Amortization and depreciation (4,153) -1.0% (3,917) -0.8% 6.0 (12,189) -1.4% (11,462) -0.9% 6.3
Provisions and write-downs (6,779) -1.7% (3,981) -0.8% 70.3 (15,668) -1.9% (10,797) -0.9% 45.1
Operating result 21,766 5.3% 39,367 7.7% (44.7) 5,383 0.6% 81,332 6.2% (93.4)
Financial income 314 0.1% 192 0.0% 63.5 957 0.1% 611 0.1% 56.6
Financial charges (1,521) -0.4% (1,639) -0.3% (7.2) (4,639) -0.5% (4,950) -0.4% (6.3)
Foreign exchange gains and losses (97) 0.0% 258 0.1% (137.6) (110) 0.0% 249 0.0% (144.2)
Value adjustments to financial assets 36 0.0% 0 0.0% 0.0 (127) 0.0% 0 0.0% 0.0
Result from recurrent activities 20,498 5.0% 38,178 7.5% (46.3) 1,464 0.2% 77,242 5.9% (98.1)
Non-recurring income 0 0.0% 0 0.0% 0.0 0 0.0% 0 0.0% 0.0
Non-recurring charges 0 0.0% 0 0.0% 0.0 0 0.0% 0 0.0% 0.0
Profit before taxes 20,498 5.0% 38,178 7.5% (46.3) 1,464 0.2% 77,242 5.9% (98.1)
Income taxes (5,432) -1.3% (10,861) -2.1% (50.0) (411) -0.1% (22,160) -1.7% (98.1)
Total net profit 15,066 3.7% 27,317 5.4% (44.8) 1,053 0.1% 55,082 4.2% (98.1)

The consolidated economic results of the first quarter half of 2020, which began very positively, suffered the shock of Covid-19 and of the measures imposed by the institutions in the various different phases of the lockdown, as stated in the previous Half-Year Financial Report.

The subsequent gradual reopening, led to a progressive recovery of the market with positive feedback, ensuring the correct market response to the needs of each specific moment in time.

In the first nine months the MARR Group total revenues amounted to 856.1 million Euros (1,302.1 million Euros in 2019), EBITDA amounted to 33.2 million Euros (103.6 million Euros in 2019), EBIT amounted to 5.4 million Euros (81.3 million Euros in 2019) and total net consolidated profit amounted to 1.1 million Euros (55.1 million Euros in 2019).

It has to be pointed out that these numbers have been particullary affected by the economic, social and sanitary situation of the first half, which led to a general reduction in revenues and marginality (the margin was also penalized by the sale during the lock-down period of fresh perishables that were still in the warehouses and also the of some products, especially frozen seafood, that had been acquired for the summer season), which was partly mitigated by the interventions on fixed operating costs, implemented without reducing the closeness to Customers and without affecting the opportunity of the reopening of foodservice activities.

In particular, trend in revenues from sales and services (-34.3% in the first nine months and -19.7% in the third quarter compared to the previous year) which showed a progressive increase of 4.1% since the beginning of the year up to 23 February 2020 compared to the same period of the previous year, is a consequence of the blocking of tourist and foodservice activities imposed by the measures for containment of the pandemic implemented in Italy from the end of February to 18 May, with a dynamics in sales in each client categories as previously analyzed.

In the third quarter, which due to the business seasonality is historically the most significant of the business year; the results achieved by the MARR Group are the following: total revenues amounting to 409 million Euros (509.1 million Euros in 2019); EBITDA1 amounting to 32.7 million Euros (47.3 million Euros in 2019) and EBIT amounting to 21.8 million Euros (39.4 million Euros in 2019).

1 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

The item "Other earnings and proceeds", mainly represented by contributions from suppliers on purchases and that includes logistics payments which MARR charges to suppliers, is related to the trend of costs for the purchase of goods and has been negatively impacted by the dynamics of sales.

In this context, actions have been implemented aimed at properly managing the operating costs, by intervening on the reducible fixed costs and optimising the management of the logistics and distribution network, with the objective to mitigate the economic impact generated by the measures imposed by the Government institutions as a consequence of the pandemic..

As regards operating costs, it must been highlighted the decrease in value of Services which go from 147.8 million Euros in 2019 to 113.7 million Euros in the same period of 2020 with a percentage incidence on total revenues from 11.3% in 2019 to 13.3% in 2020.

In the third quarter, cost for Services pass from 56.9 million Euros in 2019 to 50.6 million Euros in 2020 with a percentage incidence on total revenues from 11.2% to 12.4%, therefore highlighting an efficiency resumption related to both the recovery of consumptions levels and the different sales mix.

Regarding the costs for leases and rentals it should be noted that both in the first nine months and in the third quarter of 2020, this item shows a proceed which, net of lease costs relating to contracts with a duration of less than twelve months and therefore not falling within the scope of application of IFRS16, is represented by the reduction in lease installments agreed during the third quarter with tenants following the health emergency2 .

This proceed mainly refers to the rental contracts of the buildings where the distribution centres of the Parent Company are based and amounts to a total of 268 thousand Euros.

The personnel costs also highlight a decrease of 7.8 million Euros in the first nine months (1.4 million Euros in the third quarter), mainly due to the adjustment of the business organization to the market situation through the use of the employment laws made available by the Government (5.1 million Euros approximately since March, thereof 0.9 million Euros in the third quarter), and less overtime work (0.9 million Euros approximately since March 2020, thereof 0.4 million Euros in the third quarter) as well as the benefits of integrating the business activities of AS.CA into MARR (for approximately 1 million Euro since the beginning of the year, thereof 0.3 million Euros in the third quarter).

The above measures generated an average saving of approximately 16% on personnel costs in the third quarter (20% in July, 14% in August, 14% in September).

It must be recalled that the item "Amortization and depreciation" includes, for 6.7 million Euros (6.2 million Euros in the same period of 2019) the depreciation for the first nine months of the right of use accounted for according to IFRS16 in the financial statements for the lease contracts; in the third quarter the depreciation amounted to 2.3 million Euros (2.1 million Euros in the third quarter 2019). the total increase of the item is mainly the effect mainly of the investment plan put in place for some years at the distribution centres of the Parent Company.

The item "provisions and write-downs" amounted to 15.7 million Euros in the first nine months of 2020, an slightly increase compared to the 10.8 million Euros of the first nine months of 2019 (6.8 million Euros in the third quarter 2020 compared to 4.0 million in the same period of the previous year).

This item is composed by 15.1 million Euros related to the bad debt provision (10.4 million Euros in the first nine months of 2019) and by 0.5 million Euros related to the provision for supplementary customer indemnity.

The increase in bad debt provision (+4.7 million Euros in the first nine months and +2.9 million Euros in the third quarter of 2020) is related to the persistence of the current situation of uncertainty on the market which, after a recovery during the summer period, is suffering again because of the new restrictive measures imposed from the second half of October.

By effect of that illustrated above the profit before taxes, net of the financial management which is substantially in line with the same period of the previous year, amounts at 30 September 2020 to a profit of 1.5 million Euros, which compared to a loss of 19.0 million Euros as at 30 June 2020, is driven by a positive result from recurrent activities of 20.5 million Euros in the third quarter.

The net result of the third quarter was equal to a profit of 15.1 million Euros, compared to 27.3 million Euros in the corresponding period of the previous year.

2 The benefit deriving from the definition of these agreements has been accounted for consistently with the provisions of the IFRS principle as a reduction in operating costs.

EBITDA is an important parameter for measuring the Group's performance as it is not affected by the volatility due to the effects 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.

At the end of the first nine months of 2020 the net result amounts to 1.1 million Euros (55.1 million Euros in the corresponding period of 2019).

The tax rate of 2020 is equal to 28.1% (28.7% in the first nine months of 2019).

MARR Consolidated
(€thousand)
30.09.20 31.12.19 30.09.19
Net intangible assets 153,380 152,307 152,139
Net tangible assets 74,501 70,960 70,903
Right of use assets 43,172 45,437 55,796
Equity investments evaluated using the Net Equity method 1,923 2,452 516
Equity investments in other companies 300 304 304
Other fixed assets 34,022 33,222 24,938
Total fixed assets (A) 307,298 304,682 304,596
Net trade receivables from customers 388,270 368,642 420,997
Inventories 122,403 170,395 148,087
Suppliers (280,576) (324,535) (375,008)
Trade net working capital (B) 230,097 214,502 194,076
Other current assets 54,296 52,226 60,534
Other current liabilities (18,008) (18,298) (29,194)
Total current assets/liabilities (C) 36,288 33,928 31,340
Net working capital (D) = (B+C) 266,385 248,430 225,416
Other non current liabilities (E) (1,539) (1,194) (1,159)
Staff Severance Provision (F) (7,390) (8,298) (8,141)
Provisions for risks and charges (G) (6,624) (7,807) (7,772)
Net invested capital (H) = (A+D+E+F+G) 558,130 535,813 512,940
Shareholders' equity attributable to the Group (341,631) (339,798) (328,228)
Consolidated shareholders' equity (I) (341,631) (339,798) (328,228)
(Net short-term financial debt)/Cash 92,672 17,269 49,806
(Net medium/long-term financial debt) (264,988) (166,859) (178,315)
Net financial debt - before IFRS16 (L) (172,316) (149,590) (128,509)
Current lease liabilities (IFRS16) (8,393) (7,911) (7,849)
Non-current lease liabilities (IFRS16) (35,790) (38,514) (48,354)
IFRS16 effect on Net financial debt (M) (44,183) (46,425) (56,203)
Net financial debt (N) = (L+M) (216,499) (196,015) (184,712)
Net equity and net financial debt (O) = (I+N) (558,130) (535,813) (512,940)

Analysis of the re-classified statement of financial position *

* It should be noted that the data as at 31 December and at 30 September 2019 have been restated where necessary in order to maintain comparability with the data as at 30 September 2020.

Analysis of the Net Financial Position *

The following represents the trend in Net Financial Position 3 .

MARR Consolidated
(€thousand) 30.09.20 30.06.20 31.12.19 30.09.19
A. Cash 5,612 3,754 10,873 10,171
Bank accounts 229,782 171,154 181,530 231,893
Postal accounts 12 30 90 78
B. Cash equivalent 229,794 171,184 181,620 231,971
C. Liquidity (A) + (B) 235,406 174,938 192,493 242,142
Current financial receivable due to Parent Company 4,364 15,621 1,843 90
Current financial receivable due to Related Companies 0 0 0 0
Others financial receivable 546 774 560 2,178
D. Current financial receivable 4,910 16,395 2,403 2,268
E. Receivables for derivative/financial instruments 3,176 6,073 1,247 0
F. Current Bank debt (60,609) (47,360) (38,796) (55,367)
G. Current portion of non current debt (89,824) (157,080) (130,076) (129,136)
Financial debt due to Parent company 0 0 0 0
Financial debt due to Related Companies 0 0 0 0
Other financial debt (387) (39,246) (10,002) (10,101)
H. Other current financial debt (387) (39,246) (10,002) (10,101)
I. Current lease liabilities (IFRS16) (8,393) (8,568) (7,911) (7,849)
J. Current financial debt (F) + (G) + (H) + (I) (159,213) (252,254) (186,785) (202,453)
K. Net current financial indebtedness (C) + (D) + (E) + (J) 84,279 (54,848) 9,358 41,957
L. Non current bank loans (236,897) (172,163) (137,491) (148,027)
M. Other non current loans (28,091) 0 (29,368) (30,288)
N. Non-current lease liabilities (IFRS16) (35,790) (35,622) (38,514) (48,354)
O. Non current financial indebtedness (L) + (M) + (N) (300,778) (207,785) (205,373) (226,669)
P. Net financial indebtedness (K) + (O) (216,499) (262,633) (196,015) (184,712)

* It should be noted that the data as at 31 December and at 30 September 2019 have been restated where necessary in order to maintain comparability with the data as at 30 September 2020.

The MARR's Group financial debt is affected by the business seasonality, that requires high net working capital during the summer period. Historically, the indebtedness reaches its peak during the first half of the year, and then decrease at the end of the business year.

The financial indebtedness of the MARR Group was also affected at the end of the first nine by the unforeseen Covid-19 outbreak, reaching 216.5 million Euros, an increase of approximately 31.8 million Euros compared to the same period last year, mainly due to the trend in the net trade working capital, which was affected by the reduction in payables to suppliers and only partly compensated by the reduction in the trade receivables.

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.

This trend, as stated in the previous Half-Year Financial Report, has led to the identification of the breach of covenants as at 30 June concerning some contracts as a result of exceeding one of the indices envisaged contractually, which is that concerning the ratio between net financial indebtedness and EBITDA. For these loans, the management team has filed a request to the respective banks for a temporary suspension of the verification of the financial parameters. The timing of the signature of the above agreements had led to classify a portion of these loans amounting to 101.2 million Euros, which instalments would have expired in more than twelve months as per the original amortization plans for the loans, under the current financial indebtedness as at 30 June.

The signature of the above-mentioned covenant holiday agreements in July enable the Group to classify such loans among the non-current liabilities again.

As of today, It must be noted that MARR Group has already achieved all of the covenant holidays related to the verification of the financial parameters based on results at 31 December 2020.

As regards the structure of the financial debts, as stated in the previous Half-Year Financial Report, it must be pointed out that as at 30 September 2020 despite the difficult global situation generated by the lock-down, the Parent Company stipulated the following new contracts:

  • loan signed on 24 February 2020 with Banca Intesa San Paolo for total 50 million Euros, divided into two tranches, one of 20 million Euros (granted on 26 February) and the other "bullet" of 30 million Euros (granted on 25 March 2020),; both expiring in February;
  • loan granted on 4 March 2020 by Credito Emiliano for 7.5 million Euros, with amortization plan ending in March 2023;
  • loan granted on 9 April 2020 by Credit Agricole Italia for 10 million Euros, with amortization plan ending in April 2026;
  • loan granted on 13 May 2020 by Unicredit for 30 million Euros, with amortization plan ending in May 2022;
  • loan granted on 20 May 2020 by UBI Banca for 25 million Euros, with amortization plan ending in May 2023.

In view of the above, it should also be noted that the two outstanding loans with Banca Intesa San Paolo, which at 31 December 2019, were classified as 9.5 million Euros in current financial payables and 10.3 million Euros in non-current financial debt, those loans were paid off early for total 19.8 million Euros.

In January the last installment of the mortgage loan in place with Banca Intesa San Paolo was also paid and the related mortgage was canceled, while in July the Parent Company repaid to the investors the due principal instalment of the private bond placement in US dollars stipulated in 2013 together with the six-monthly interest payment, with a total outlay of 8,514 thousand Euros.

With regard to the main financial movements in the first nine months of 2020, in addition to the ordinary operating management and the financial outlays relating to the investments made at the distribution centres of the Parent Company, as detailed in the next paragraph "Investments", it is pointed out the payment for the purchase of 60% of the shares of the company SìFrutta S.r.l (0.8 million Euros).

It is also pointed out that, the financial receivables deriving from the valuation of the derivative Cross Currency Swap contracts related thereto and expiring in 2023 (amounting to 3.2 million Euros) have been included in the net financial position as at 30 September 2020 (4.8 million Euros at 30 June 2020).

Were these receivables to have been considered as at 31 December 2019 and 30 September 2019 as well, the financial indebtedness of the Group would have amounted to 192.6 e 180.6 million Euros respectively.

MARR Consolidated
(€thousand)
30.09.20 30.06.20 31.12.19 30.09.19
Net trade receivables from customers 388,270 333,733 368,642 420,997
Inventories 122,403 148,277 170,395 148,087
Payables to suppliers (280,576) (203,984) (324,535) (375,008)
Trade net working capital 230,097 278,026 214,502 194,076

Analysis of the Trade net working Capital *

* It should be noted that the data as at 31 December and 30 September 2019 have been restated where necessary in order to maintain comparability with the data as at 30 June e 30 September 2020.

As a result of the health emergency arose at the end of February and of the closure of all business activities from 11 March to 18 May, the results as at 30 September 2020 are not comparable with the ones of the first nine months of 2019, as a result of the impacts described previously concerning the total revenues and the purchase costs of goods.

As at 30 September 2020 trade net working capital amounted to 230.1 million Euros, a slightly improvement compared to the 278.0 million Euros at 30 June 2020, but worsening compared to the 194.1 million Euros at 30 September 2019, because of the decrease in suppliers, only partially offset by the reduction in trade receivables and in inventories. In this regard, it must be noted that there was a careful review of the procurement policies during the lock-down and the recovery of catering activities starting on 18 May last, along with the summer season not particullary affected by binding regulatory constraints, has enabled a significant decrease in the inventories to be achieved, with respect to both the same period in the previous year and the closing figures as at 30 June 2020.

The Company is still focusing strongly on the management of the trade receivables, implementing methods specific to the situations and requirements of each territorial area and Market segment. Despite the market recovery during the summer months, the introduction from the second half of October of new regulatory constraints in force all over the country, makes more and more important the safeguarding the company equity while remaining close to the clients, thereby enabling the prompt management of the receivables and enhancement of relations with clients customers with a view to the full recovery of consumption levels.

MARR Consolidated
(€thousand)
30.09.20 30.09.19
Net profit before minority interests
Amortization and depreciation
Change in Staff Severance Provision
1,053
12,193
(908)
55,082
11,462
(277)
Operating cash-flow 12,338 66,267
(Increase) decrease in receivables from customers
(Increase) decrease in inventories
Increase (decrease) in payables to suppliers
(Increase) decrease in other items of the working capital
(19,628)
47,992
(43,959)
(3,465)
(50,782)
10,791
59,915
6,914
Change in working capital (19,060) 26,838
Net (investments) in intangible assets
Net (investments) in tangible assets
(1,386)
(8,691)
(419)
(7,589)
Investments in other fixed assets (10,077) (8,008)
Free - cash flow before dividends (16,799) 85,097
Distribution of dividends
Other changes, including those of minority interests
0
780
(51,890)
768
Cash-flow from (for) change in shareholders' equity 780 (51,122)
FREE - CASH FLOW (16,019) 33,975
Opening net financial debt
Effect for change in liability for IFRS16
Cash-flow for the period
(196,015)
(4,465)
(16,019)
(156,656)
(62,031)
33,975
Closing net financial debt (216,499) (184,712)

* It should be noted that the data relating to the flows of the first nine months of 2019 have been restated where necessary in order to maintain comparability with the data as at 30 September 2020.

10

Investments

The following is a summary of the investments made in the first nine months and in the third quarter of 2020:

(€thousand) 3rd quarter 2020 30.09.20
Intangible assets
Patents and intellectual property rights 39 132
Intangible assets under development and advances 22 107
Goodwill 0 1,147
Total intangible assets 61 1,386
Tangible assets
Land and buildings 49 279
Plant and machinery 301 1,434
Industrial and business equipment 17 195
Other assets 180 460
Fixed assets under development and advances 3135 6,323
Total tangible assets 3,682 8,691
Total 3,743 10,077

With regard to the investments of the first half- year of 2020 it is pointed out the purchase finalized by the Parent Company on 11 March 2020 of the remaining quota of 60% of the company Si'Frutta S.r.l.: this operation resulted in the recognition of a provisionally determined goodwill of 1,147 thousand Euros and the entry of tangible fixed assets for a 217 thousand Euros, mainly concentrated in the "Plant and machinery" and "Other assets" categories.

With regard to the investments of the third Quarter, the continuation of the works for the new headquarters' building located in Santarcangelo di Romagna is highlighted, with a total investment in the period amounting to 2,305 thousand Euros (5,150 thousand Euros in the nine months).

The amounts shown in the item "Plant and machinery" mainly refer to investments in some distribution centres of the Parent Company.

Other informations

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 2020 the company never purchased or sold the above-mentioned shares and/or quotas.

As at 30 September 2020 the Company does not hold own shares.

During the first nine months of 2020 the Group did not carry out any atypical or unusual operations.

Significant events in the third quarter of 2020

On 10 July 2020, the Parent Company repaid to the investors the due principal instalment of the private bond placement in US dollars stipulated in 2013 together with the six-monthly interest payment, with a total outlay of 8,514 thousand Euros.

In relation to the events occurred during the first half year please refer to the Half Year Financial Report.

Events occurred after the closing of the quarter

There were no significant event after the closing of the third quarter 2020.

Outlook

Although an "autumn wave" of Covid-19 infections was foreseeable, such a violent wave of the pandemic as that which has occurred in the rest of Europe as well was not predicted. This has obviously created doubts regarding the timeframe for economic recovery, which had begun decisively in the third quarter.

In this regard, the position of the Company in the recent past, present and the near future must be stated and commented on.

During the third quarter, MARR had a reduction in revenues that was less than that of the market (- 19.6% for MARR compared to –33.4% for the market) thus confirming the increase of its market share. The restaurants sector especially was less critically affected, given that the hotel sector suffered much more, because of the aforementioned problems affecting tourism.

This was possible thanks mainly to two steps:

  • the strategic approach and guidelines focusing on 5 priorities defined during the initial impact caused by the Covid-19 (enhancing liquidity, proper management of operating costs, consolidation of the leadership position, identification of new business opportunities, further strengthening of the competitive position)
  • all of the commercial, management and operating initiatives that MARR had started, developed and consolidated already during the most acute and difficult phase of the lockdown.

Today, with the resurgence of the pandemic, MARR is continuing to apply these modalities of integrated approach methods, with an additional specific attention towards the service to the client initiatives on various fronts: new or renewed product lines capable of providing clients with new business opportunities (e.g. delivery and take away product lines), increased safety measures in management (hygiene, disinfecting, safety of personnel and of diners), the monetising of government incentives (e.g. management of the "holiday bonus"), highly qualifying products for the restaurant (with particular attention on fresh and very fresh products, including fruit and vegetables and seafood), including local and Made in Italy products, for an assortment of products which, in addition to valorising Italian culinary excellence, is instrumental for the obtainment of the "Chain-of-Production Bonus" envisaged in the August law decree.

The implementation of further management models that will enable the Client to remain at the centre of the commitment from the entire Company is scheduled in the near future.

This translates into paths that have the main objective of continuously increasing the level of competence of the sales and operations organization so that the Client always receives clear messages and complete information capable of supporting them in their activity and in their daily choices.

This commitment stems from the conviction that it is fundamental to properly manage the present, without forgetting that a high degree of attention is needed as regards growth strategies, not only organic, for the medium and long-term.

The significance of the out-of-home market must not be forgotten (86 billion in revenues in 2019, with a growth rate of +15% in the previous 5 years – Tradelab Confimprese, April 2020) and neither should the characteristics (conviviality, opportunity, matching) that have always characterised out-of-home food consumption; the latter are part of habits and of a lifestyle that is ready to regain the upper hand as soon as conditions allow it, and the market trend in the last quarter has

confirmed this In this regard, the second wave of the pandemic that has affected Italy in recent weeks is expected to lead merely to a short-term postponement in the recovery of out-of-home food consumption.

The beginning of the last quarter has seen MARR's revenues for October, which had started with a trend in line with that in the third quarter, reaching about 70% compared to the same period last year, as a result of the restriction imposed on the out-of-home food consumption sector by the DPCM (Decree) of 25 October coming into force. The remainder of the fourth quarter will be conditioned by the dynamic measures that characterize the DPCM of 3 November and which will be in force until 3 December; it should be recalled that historically, November is a month of modest significance in terms of revenues.

In this context, MARR maintains its objective of pursuing the constant and continuous growth of its market share, also taking into account the continuity of its business and the financial stability of the consequent management.

In the awareness of its own role as driving player in the market, MARR has also initiated a path for strengthening its own approach to Sustainability by implementing projects in each of the three ESG areas: Environment (green and sustainable products, certification of production lines), Soci (emphasising the transparency, legality and correctness of relations with all stakeholders) and Governance (with the full respect of all applicable Regulations, Codes and best practices).

Going concern

With reference to what is stated in the previous paragraph, while considering the complexity of a rapidly evolving market context, the Company considers the going concern assumption appropriate and correct, taking into account its ability to meet its obligations in the foreseeable future and in particular in the next 12 months, also based on the solidity of the Group's financial structure with reference to which the following is highlighted:

  • the significant sources of liquidity currently available, amounting to 230 million Euros approximately as at 30 September 2020;

  • agreed credit lines ongoing and unused for a total amount of not less than 220 million Euros as at 30 September 2020;

  • the support of the main banks, relying on its position of leadership in its business sector; the banking system paid out loans totaling more than 120 million Euros to the company during the lock-down;

  • the support of the banks also led to the temporary suspension ("Covenant holiday") of the assesment of the financial indices both in the contracts providing them as at 30 June 2020 and as at 31 December 2020; this suspension was granted by all of the banks which have paid out loans for which a covenant breach was ascertained;

  • The same agreement ("Covenant holiday" as at 30 June 2020 and at 31 December 2020) has been finalized for those who subscribed to the bond loan ("USPP") in US dollars, part of which, for a total of 8.9 million Euros, was paid back on expiry, together with the relative interest, during July.

In addition to the factors considered above, the Group has taken note of a commitment on the part of government institutions to support the operators and subjects most affected by the effects of Covid-19 through safeguard measures that will be implemented in the coming months and which the Group intends use, where possible.

Interim Condensed Consolidated Financial Statements

MARR Group

Interim Report as at 30 September 2020

STATEMENT OF CONSOLIDATED FINANCIAL POSITION

(€thousand) Notes 30.09.20 31.12.19 * 30.09.19 *
ASSETS
Non-current assets
Tangible assets 74,501 70,960 70,903
Right of use 43,172 45,437 55,796
Goodwill 151,068 149,921 149,921
Other intangible assets 2,312 2,386 2,218
Investments at equity value 1,923 2,452 516
Investments in other companies 300 304 304
Non-current financial receivables 491 490 609
Non-current derivative/financial instruments 3,176 3,419 4,134
Deferred tax assets 232 0 0
Other non-current assets 51,907 38,455 29,879
Total non-current assets 329,082 313,824 314,280
Current assets
Inventories 122,403 170,395 148,087
Financial receivables 4,910 2,403 802
relating to related parties 4,364 88.9% 1,843 76.7% 90 11.2%
Current derivative/financial instruments 0 1,247 1,466
Trade receivables 369,662 360,221 411,313
relating to related parties 9,984 2.7% 10,907 3.0% 9,852 2.4%
Tax assets 7,146 2,103 2,458
relating to related parties 12 0.2% 12 0.6% 12 0.5%
Cash and cash equivalents 235,406 192,493 242,142
Other current assets 47,150 55,228 58,076
relating to related parties 451 1.0% 434 0.8% 308 0.5%
Total current assets 786,677 784,090 864,344
TOTAL ASSETS 1,115,759 1,097,914 1,178,624
LIABILITIES
Shareholders' Equity 341,631 339,798 328,228
Share capital 33,263 33,263 33,263
Reserves 286,563 221,434 221,390
Profit for the period 21,805 85,101 73,575
Total Shareholders' Equity 341,631 339,798 328,228
Non-current liabilities
Non-current financial payables 264,934 166,793 178,315
Non-current lease liabilities (IFRS16) 35,790 38,514 48,354
relating to related parties 0 0.0% 499 1.3% 665 1.4%
Non-current derivative/financial instruments 54 66 0
Employee benefits 7,390 8,298 8,141
Provisions for risks and costs 6,624 6,185 6,159
Deferred tax liabilities 0 1,622 1,613
Other non-current liabilities 1,539 1,194 1,159
Total non-current liabilities 316,331 222,672 243,741
Current liabilities
Current financial payables 150,817 178,802 194,452
relating to related parties 0 0.0% 0 0.0% 0 0.0%
Current lease liabilities (IFRS16) 8,393 7,911 7,849
relating to related parties 665 7.9% 660 8.3% 658 8.4%
Current derivative/financial instruments 3 72 152
Current tax liabilities 3,375 3,742 14,151
relating to related parties 1,810 53.6% 1,755 46.9% 10,652 75.3%
Current trade liabilities 280,576 329,640 375,008
relating to related parties 30,585 10.9% 9,867 3.0% 10,484 2.8%
Other current liabilities 14,633 15,277 15,043
relating to related parties
Total current liabilities
364
457,797
2.5% 598
535,444
3.9% 4
606,655
0.0%
TOTAL LIABILITIES 1,115,759 1,097,914 1,178,624

* The data as at 30 September and 31 December 2019 have been restated where necessary in order to maintain comparability with the data as at 30 September 2020.

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(€thousand) Note 3rd quarter 2020 3rd quarter 2019 * 30 September 2020 30 September 2019 *
Revenues 1 400,218 498,135 835,440 1,270,105
relating to related parties 11,437 2.9% 15,118 3.0% 29,579 3.5% 46,849 3.7%
Other revenues 2 8,743 10,954 20,627 31,991
relating to related parties 417 4.8% 173 1.6% 683 3.3% 519 1.6%
Changes in inventories (25,873) (36,053) (48,212) (10,791)
Purchase of goods for resale and consumables 3 (291,586) (359,017) (638,848) (1,009,573)
relating to related parties (37,285) 12.8% (26,258) 7.3% (66,729) 10.4% (71,228) 7.1%
Personnel costs 4 (7,969) (9,347) (20,978) (28,761)
Amortizations, depreciations and provisions 5 (4,256) (4,107) (12,723) (11,855)
Losses due to impairment of financial assets 6 (6,676) (3,791) (15,134) (10,404)
Other operating costs 7 (50,835) (57,407) (114,789) (149,380)
of which profits and losses deriving from the accounting
elimination of financial assets valued at amortized cost
(7) (57) (54) (194)
relating to related parties (713) 1.4% (289) 0.5% (2,230) 1.9% (1,843) 1.2%
Financial income and charges 8 (1,304) (1,189) (3,792) (4,182)
of which profits and losses deriving from the accounting
elimination of financial assets valued at amortized cost
(102) (234) (441) (822)
relating to related parties 2 -0.2% (3) 0.3% 6 -0.2% (10) 0.2%
Income (charge) from associated companies 9 36 0 (127) 92
Result before taxes 20,498 38,178 1,464 77,242
Taxes 10 (5,432) (10,861) (411) (22,160)
Result for the period 15,066 27,317 1,053 55,082
Attributable to:
Shareholders of the Parent Company 15,066 27,317 1,053 55,082
Minority interests 0 0 0 0
15,066 27,317 1,053 55,082
basic Earnings per Share (euro) 11 0.23 0.41 0.02 0.83
diluted Earnings per Share (euro) 11 0.23 0.41 0.02 0.83

* The data relating to the first nine months and the third quarter of 2019 have been restated where necessary in order to maintain comparability with the data of the same period of 2020.

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

(€thousand) Note 3rd quarter 2020 3rd quarter 2019 30 September 2020 30 September 2019
Result for the period (A) 15,066 27,317 1,053 55,082
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
(276) 177 770 768
Items not to be reclassified to profit or loss in
subsequent periods:
Actuarial (losses)/gains concerning defined benefit
plans, net of taxation effect
0 0 14 0
Total Other Profits/Losses, net of taxes (B) 12 (276) 177 784 768
Comprehensive Result (A) + (B) 14,790 27,494 1,837 55,850
Attributable to:
Shareholders of the Parent Company
Minority interests
14,790
0
14,790
27,494
0
27,494
1,837
0
1,837
55,850
0
55,850

CONSOLIDATED STATEMENT OF CHANGES IN THE SHAREHOLDER'S EQUITY

(in thousand Euros)

Des
cript
ion
Sha
re
Oth
er r
ese
rves
Tot
al
Cap
ital
Sha
re
Leg
al
Rev
alua
tion
Sha
lder
reho
s
Ext
rdin
rao
ary
Res
for
erve
Res
for
erve
Cas
h-flo
w
Res
erve
Res
erve
Tot
al
Ret
aine
d
Gro
up
miu
pre
m
rese
rve
rese
rve
trib
utio
con
ns o
n
rese
rve
rcise
d
exe
sitio
tran
n
hed
ge
55
art.
ex
IAS
19
Res
erve
s
ning
ear
s
net
rese
rve
ital
cap
ck o
ptio
sto
ns
to I
as/I
frs
rese
rve
(dp
r 59
7-9
17)
ity
equ
st Ja
Bala
at 1
ry 2
019
nce
nua
33,
263
63,3
48
6,65
2
13 36,4
96
93,3
52
1,47
5
7,29
0
(1,5
78)
1,4
63
(64
4)
207
,868
83,
141
324
,272
Allo
catio
n of
201
8 pr
ofit
12,7
59
12,7
59
(12,7
59)
Dist
f MA
RR S
.p.A
ribut
ion o
. div
iden
ds
(51,8
90)
(51
,890
)
Effec
t of
the
trad
ing o
f ow
n sh
ares
Oth
inor
varia
tions
er m
(4) (5) 1 (4)
- P
rofit
for t
he p
eriod
55,0
82
55,0
82
- O
fits/L
ther
Pro
t of
taxe
osse
s, ne
s
768 768 768
Con
solid
ated
preh
ensiv
e inc
(1/
1 -30
/06/
201
9)
com
ome
55,8
50
Bala
0 S
at 3
emb
er 2
019
ept
nce
33,
263
63,3
48
6,65
2
13 36,4
96
106
,11
1
1,47
5
7,29
0
(81
0)
1,4
59
(64
4)
221
,390
73,5
75
328
,228
Oth
inor
varia
tions
er m
(1) (1) (1)
- P
rofit
for t
he p
eriod
11,5
27
11,5
27
- O
fits/L
ther
Pro
t of
taxe
osse
s, ne
s
222 (178
)
44 44
Con
solid
ated
preh
ensiv
e inc
(1/0
7-3
1/12
/20
19)
com
ome
11,5
71
Bala
1 D
at 3
mbe
r 20
19
nce
ece
33,
263
63,3
48
6,65
2
13 36,4
96
106
,11
1
1,47
5
7,29
0
(58
8)
1,4
58
(82
2)
221
,434
85,
101
339
,798
Allo
n of
201
9 pr
ofit
catio
64,3
49
64,3
49
(64,3
49)
Oth
inor
varia
tions
er m
(4) (4) (4)
rofit
for t
- P
he p
eriod
1,05
3
1,05
3
- O
fits/L
ther
Pro
t of
taxe
osse
s, ne
s
770 14 784 784
Con
solid
ated
preh
ensiv
sult
(1/1
-30
/06/
202
0)
com
e re
1,83
7
0 S
Bala
at 3
emb
er 2
020
ept
nce
33,
263
63,3
48
6,65
2
13 36,4
96
170
,460
1,47
5
7,29
0
182 1,45
4
(80
8)
286
,563
21,8
05
341
,63
1

CONSOLIDATED CASH FLOWS STATEMENT (INDIRECT METHOD)

Consolidated
(€thousand) 30.09.20 30.09.19*
Result for the Period 1,053 55,082
Adjustment:
Amortization/Depreciation 5,463 5,231
IFRS 16 depreciation 6,730 6,235
Change in deferred tax (2,081) (717)
Allocation of provison for bad debts 15,134 10,404
Provison for supplementary clientele severance indemnity
Write-downs of investments non consolidater on a line - by - line basis
534
127
393
0
Capital profit/losses on disposal of assets (111) (128)
relating to related parties 0 0.0% 0 0.0%
Financial (income) charges net of foreign exchange gains and losses 3,682 4,431
relating to related parties (6) (0.2%) 10 0.2%
Foreign exchange evaluated (gains)/losses 138 159
Dividends Received 0 (92)
Total 29,616 25,916
Net change in Staff Severance Provision (931) (278)
(Increase) decrease in trade receivables (16,294) (60,102)
relating to related parties 923 (5.7%) 6,226 (10.4%)
(Increase) decrease in inventories 48,180 10,791
Increase (decrease) in trade payables (54,008) 59,590
relating to related parties 20,718 (38.4%) 1,655 2.8%
(Increase) decrease in other assets (1,381) (6,728)
relating to related parties (17) 1.2% 149 (2.2%)
Increase (decrease) in other liabilities (7,398) 1,421
relating to related parties (234) 3.2% (116) (8.2%)
Net change in tax assets / liabilities
relating to related parties
(2,690)
2,161
21,368
11,135
52.1%
Interest paid (4,639) (80.3%) (4,950)
relating to related parties (15) 0.3% (11) 0.2%
Interest received 957 519
relating to related parties 21 2.2% 1 0.2%
Foreign exchange evaluated gains (138) (158)
Foreign exchange evaluated 0 (1)
Income tax paid (2,494) (8,075)
relating to related parties (2,106) (376)
Cash-flow form operating activities (10,167) 94,395
(Investments) in other intangible assets (239) (419)
(Investments) in tangible assets (8,181) (7,745)
Net disposal of tangible assets 340 284
Outgoing for acquisition of subsiaries or going concerns during the year (net of (615) (180)
liquidity purchased)
Dividends Received
0 92
Cash-flow from investment activities (8,695) (7,968)
Distribution of dividends 0 (51,890)
Other changes, including those of third parties 782 764
Net change in liabilities (IFRS 16) (6,707) (5,828)
relating to related parties (494) 7.4% (490) 8.4%
Net change in financial payables (excluding the new non -current loans received) 17,678 15,915
relating to related parties 0 0.0% 0 0.0%
New non-current loans received 122,500 64,500
relating to related parties 0 0.0% 0 0.0%
Repayment of other long-term debt (71,460) (45,260)
relating to related parties 0 0.0% 0 0.0%
Net change in current financial receivables (1,260) 611
relating to related parties
Net change in non-current financial receivables
(2,521)
242
200.1% 1,867
(1,507)
305.6%
relating to related parties 0 0.0% 0 0.0%
Cash-flow from financing activities 61,775 (22,695)
Increase (decrease) in cash-flow 42,913 63,732
Opening cash and equivalents 192,493 178,410
Closing cash and equivalents 235,406 242,142

* The data relating to the flows of the first nine months of 2019 have been restated where necessary in order to maintain comparability with the data at 30 September 2020.

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

Corporate information

MARR S.p.A. (the Parent Company) and its subsidiaries (MARR Group) operates entirely in the commercialisation and distribution of food products to the Foodservice sector.

In particular, the Parent Company, with headquarters in Via Spagna 20, Rimini, operates in the commercialisation and distribution of fresh, dried and frozen food products to the Foodservice.

The Parent Company is controlled by Cremonini S.p.A.,that holds the 50.42% of the share capital.

The interim report as at 30 September 2020 was authorised for publication by the Board of Directors on 13 November 2020.

Structure and contents of the interim condensed consolidated financial statements

The interim condensed consolidated financial statements at 30 June 2020 have 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. The IFRS also include all of the international accounting standards ("IAS/IFRS") and interpretation of the IFRS Interpretations Committee ("IFRIC"), formerly known as the "Standing Interpretations Committee" (SIC).

Specifically, that interim report has been drawn up in a condensed form, within the framework of the options envisaged by IAS 34 ("Interim Financial Reporting"). These interim condensed consolidated financial statements therefore do not include all the information required by the annual financial statements and must be read together with the annual financial statements prepared for the year ended December 31, 2019.

In particular, the same accounting principles adopted in the preparation of the consolidated financial statements at 31 December 2019 were applied in the preparation of these interim condensed consolidated financial statements, with the exception of the adoption of the new standards, amendments and interpretations in force from 1 January 2020, described below.

The interim condensed consolidated financial statements at 30 September 2020 were prepared on the basis of the going concern assumption, based on the assessments made by the Directors and illustrated in the following paragraph "Going concern".

It is also specified that the Group has applied the provisions of CONSOB Resolution no. 15519 of July 27, 2006 and of CONSOB Communication no. 6064293 of 28 July 2006.

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. This sector is subject to seasonal dynamics mainly linked to the flows of the tourist season, which are more concentrated in the summer months and during which the increase in activities , and therefore in net working capital, historically implies greater cash flows and the consequent increase in the financial requirements.

With regard to performance levels in the first nine months of 2020, see what described in the Directors' Report.

The interim condensed consolidated financial statements as at 30 September 2020 have been prepared on the basis of the cost method except for the derivative financial instruments, which are recorded at fair value.

In observance of that provided by Consob, the figures in the Statement of profit or loss are provided both for the first nine months (the period between the start of the business year and the closing date, progressive) and the third quarter of of 2020; they are compared with the figures for the same periods of the previous business year. The figures in the Statement of financial position, concerning the first nine months end closing date, are compared with the figures at the closing date of the previous business year. Therefore, the comments on the items on the Income Statement are made with reference to the same periods for the previous year (30 September and third quarter 2019).

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)

These classifications are deemed to provide information which is better suited to represent the economic and financial situation of the Group.

The figures are expressed in Euros.

The statements and tables contained in this interim condensed consolidated financial statements are shown in thousand Euros.

The interim report is not audited.

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.
  • 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 30 September 2020 include the financial statements of the Parent Company MARR S.p.A. and those of the companies it either directly or indirectly controls.

The complete list of subsidiaries included in the scope of consolidation as at 30 September 2020, with an indication of the method of consolidation, is reported in the Group organisation.

The consolidated financial statements have been prepared on the basis of the financial statements as at 30 June 2020 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.

As at 30 September 2020 the scope of consolidation differs from that at 30 September 2019 due to the following transactions concluded by the Parent Company MARR:

  • the acquisition on 13 November 2019 of 34% of the shares of Jolanda de Colò S.p.A., a company operating through a distribution and production centre with a surface area of more than 6,000 square metres located in Palmanova (Udine) and which is one of the main operators at a national level in the premium segment (high range), with more than 2,000 products of culinary excellence;

  • the purchase on 11 March 2020 of the remaining 60% of the shares of SìFrutta S.r.l.; the purchase from the companies Sì Frutta S.r.l. and Vitali e Bagnoli Multiservice S.r.l. for a total price of 0.8 million Euros allowed MARR to acquire the total control of the shareholding.

Accounting policies

The criteria for assessment used for the purpose of predisposing the consolidated accounts up for the half-year closed on 30 June 2020 do not differ from those used for the drafting of the consolidated financial statements as at 31 December 2019, excepted for new Accounting Standards, interpretations and changes to the Accounting Standards effective from 1st January 2020 which, it should be pointed out, have had no significant impact on the current equity, economic and financial situation of the Group.

  • Changes to IAS 1 and IAS 8. These changes, published by the IASB on 31 October 2018, provide for a different definition of "material", in other words: "Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity".
  • Changes to the Conceptual Framework for Financial Reporting, published by the IASB on 29 March 2018. The main changes compared to the 2010 version concern: i) a new chapter on assessment; ii) better definitions and guidance, especially as regards the definition of liabilities; iii) clarifications of important concepts, such as stewardship, prudence and uncertainties in assessments.
  • Changes to IFRS 9, IAS 39 and IFRS 7 (Interest Rate Benchmark Reform). These changes focus on the accounting of hedging transactions in order to clarify the potential effects deriving from the uncertainty caused by the "Interest Rate Benchmark Reform". Furthermore, these changes require companies to provide additional information to the investors as regards their hedging transactions that are directly affected by these uncertainties.
  • Changes to IFRS3 "Business Combination". These changes, issued by the IASB on 22 October 2018, are aimed at resolving the difficulties that arise when an entity determines whether it has purchased a business or group of assets.

The new accounting standards, amendments and interpretations applicable from subsequent financial years are mentioned below.

  • IFRS 17 "Insurance Contracts". This standard, issued on 18 May 2017, establishes the standards for the recognition, measurement, presentation and representation of insurance contracts included in the standard. The objective of IFRS 17 is to guarantee that an entity provides relevant information which truthfully represents such contracts in order to represent a basis for evaluation by the reader of the financial statements of the effects of such contracts on the equity and financial situation, on the economic results and on the cash flows of the entity. On 21 June 2018, the IASB decided to issue clarifications concerning IFRS 17 "Insurance Contracts", in order to ensure that the interpretation of the standard reflects the decisions taken by the Board, with specific reference to certain points in the contracts subject to variable fees and aspects correlated to IFRS 3 "Business combination". The dispositions of IFRS 17 will be effective as of business years beginning on 1 January 2021 or later.
  • The IASB has published changes to IAS 1 "Presentation of Financial Statements: Classification of Liabilities as Current or Non-current" with the aim of clarifying how to classify the payables and other liabilities as shortterm or long-term. The changes will come into force on 1 January 2022; advance application is allowed.

Main estimates adopted by management and discretional assessments

The preparation of the interim condensed consolidated financial statements requires that the directors carry out discretional assessments, estimates and hypotheses that influence the value of revenues, costs, assets and liabilities, and the indication of potential liabilities at the time of the financial statements. However, uncertainty as to these hypotheses and estimates may lead to outcomes that will require future significant adjustments on the accounting value of these assets and/or liabilities..

Estimates and hypotheses:

Below is an outline of the key hypotheses concerning the future and other significant sources of uncertainty in estimates at the date of closure of the interim condensed consolidated financial statements that could be the cause of significant adjustment to the value of assets and liabilities in coming business years. The results achieved could differ from these estimates. The estimates and assumptions made are periodically revised and the effects of all changes are immediately reflected in the income statement.

  • Impairment test: the non-financial assets with an indefinite lifetime are not amortized, but subjected to an impairment test annually or whenever there are indicators of loss of value. In this regard, it should be noted that the results achieved in the third quarter confirm the Group's ability to respond positively to the changing needs of the market considering that, despite the current moment of uncertainty, the medium-long term prospects remain unchanged in the belief that the of non-domestic catering, combined with the tourist vocation of our country, will once again be rewarded by the recovery of flows and consequently by consumption.
  • Expected credit losses: the Company is focusing strongly on the management of the trade receivables, implementing methods specific to the situations and requirements of each territorial area and Market segment; the objective remains that of safeguarding the company equity while remaining close to the clients, thereby enabling the prompt management of the receivables and enhancement of relations with clients themselves. In the light of the above, the management team has made a prudential estimate of the expected credit losses, the result of which has been an increase in the allocation to the provision for bad debts compared to the same period last year.
  • Economic and financial plans: the Company has reviewed the economic and financial forecasts and the 2020 trends, updating them as a result of the Covid-19 emergency. These forecasts may also be further influenced in coming months by the trends in the number of tourists and the recovery of market consumption levels.
  • Other elements in the financial statements that were the object of estimate and assumptions by Management are inventory write-down, and the determination of amortizations. These estimates, although supported by well-defined corporate procedures, require hypotheses to be made mainly concerning the future realisable nature of the value of inventories, as well as the remaining useful lifetime of assets that may be influenced by both market performance and the information available to Management.

Management of financial risks

The Covid-19 health emergency and the consequent containment dispositions imposed, with the stoppage of all catering and hotel activities frorm the end of February until 18 May, have had a significant impact on the dynamics of the sector in which the Group operates, causing economic and financial tensions that have involved all of the operators and have inevitably been reflected in the financial risks to which the Group is exposed during its business activities:

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

The management team immediately implemented a series of interventions aimed at managing both the trade net working capital, with specific regard to a continuous focus on credit management and inventories and financial management. Specifically, MARR has defined a clear approach which has oriented its operating and management choices on the basis of certain strategic priorities.

On one hand, the improvement of liquidity and making the necessary financial resources available, also thanks to the support of its own shareholders following the suspension of the dividend despite the excellent results achieved in 2019.

In addition, discussions have begun with the banks granting the loans and the other financiers aimed at ensuring that the ongoing loans are maintained, which led during October to the finalization of important "covenant holiday" agreements for the temporary suspension of the verification at 31 December 2020 of the financial indices contained in some of the loan contracts.

It has also worked towards consolidating its leadership and its relations with the Market, ensuring for its professional partners/clients a standard of services in full respect of the health and safety laws throughout the production line, capable of satisfying and guaranteeing the final Consumer. It has thus enhanced its relations with clients, ensuring a closeness to them that has enabled prompt credit management, to which much importance is given through solutions modulated on the basis of credit merit.

Comments to the main items included in the consolidated statement of profit or loss

(€thousand) 3rd quarter
2020
3rd quarter
2019
30.09.20
(9 months)
30.09.19
(9 months)
Net revenues from sales - Goods 399,710 497,550 834,029 1,268,103
Revenues from Services 80 111 137 243
Advisory services to third parties 25 52 86 161
Manufacturing on behalf of third parties 25 11 37 25
Rent income (typical management) 5 7 18 21
Other services 373 404 1,133 1,552
Total revenues 400,218 498,135 835,440 1,270,105

1. Revenues

Revenues from sales and services were affected by the blocking of tourist and foodservice activities imposed by the containment measures of the pandemic implemented in Italy from the end of February until last May 18, with the resuming of activities during the summer season.

For a more detailed analysis of the trend of revenues from sales see the Directors' Report on management performance.

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

(€thousand) 3rd quarter
2020
3rd quarter
2019
30.09.20
(9 months)
30.09.19
(9 months)
Italy 381,645 473,295 771,093 1,195,996
European Union 10,233 12,209 30,233 43,788
Extra-EU countries 8,340 12,631 34,114 30,321
Total 400,218 498,135 835,440 1,270,105

2. Other revenues

The Other revenues are broken down as follows:

(€thousand) 3rd quarter
2020
3rd quarter
2019
30.09.20
(9 months)
30.09.19
(9 months)
Contributions from suppliers and others 8,159 9,682 15,819 29,522
Other Sundry earnings and proceeds 230 461 3,970 785
Reimbursement for damages suffered 124 645 303 1,080
Reimbursement of expenses incurred 193 149 376 430
Recovery of legal taxes 3 14 13 42
Capital gains on disposal of assets 34 3 146 132
Total other revenues 8,743 10,954 20,627 31,991

The item "Contributions from suppliers and others" mainly consists of contributions obtained from suppliers for the commercial promotion of their products with our customers; for an analysis of their trend see the Directors' Report on management performance. Finally it should be recalled that a part of the contribution from suppliers, related to contracts for the recognition of the end-of-year bonuses, has been included to reduce the cost of purchasing materials

The increase in the item "Other sundry" is mainly due to non-recurrent income related to the receipt of credit that had been among the losses in previous years as a result of a settlement procedure (2,320 thousand Euros).

3. Purchase of goods for resale and consumables

This item is composed of:

3rd quarter 3rd quarter 30.09.20 30.09.19
(€thousand) 2020 2019 (9 months) (9 months)
Purchase of goods 289,917 356,896 635,205 1,004,124
Purchase of packages and packing material 1,341 1,646 2,654 3,994
Purchase of stationery and printed paper 212 285 455 777
Purchase of promotional and sales materials and catalogues 22 31 116 154
Purchase of various materials 34 86 234 295
Fuel for industrial motor vehicles and cars 60 73 184 229
Total purchase of goods for resale and consumables 291,586 359,017 638,848 1,009,573

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

As highlighted in the previous paragraph, the item "Purchases of goods" benefited in the nine months from 2,931 thousand Euros (897 thousand Euros in the quarter), of the part of contribution from suppliers identifiable as end-of year bonuses.

4. Personnel costs

As at 30 September the item amounts to 20,978 thousand Euros (28,761 in the nine months of 2019) 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.

In the third quarter personnel costs amount to 7,969 thousand Euros, reduced by 1,378 thousand Euros when compared to the corresponding period of 2019.

As pointed out both in the Directors' Report on management performance and the Half-Year Financial Report, this decrease is the combined result of two factors: on one hand, the adjustment of the business organization to the market situation through the use of employment laws made available by the Government and less overtime work (with a total saving of 6.0 million Euros in the nine months and 1.3 million Euros in the third quarter); on the other hand the benefits resulting from the integration of the business activities of AS.CA into MARR (approximately 1million Euros since the beginning of 2020 and 0.3 million Euros in the third quarter).

5. Amortizations, depreciation and provisions

(€thousand) 3rd quarter
2020
3rd quarter
2019
30.09.20
(9 months)
30.09.19
(9 months)
Depreciation of tangible assets 1,748 1,699 5,145 4,931
Amortization of intangible assets 110 102 314 296
Depreciation of right of use 2,296 2,115 6,730 6,235
Adjustment to provision for supplementary clientele severance
indemnity 102 191 534 393
Total amortization, depreciation and provisions 4,256 4,107 12,723 11,855

6. Losses due to impairment of financial assets

This item is composed of:

(€thousand) 3rd quarter
2020
3rd quarter
2019
30.09.20
(9 months)
30.09.19
(9 months)
Allocation of taxable provisions for bad debts 5,931 3,198 13,449 8,655
Allocation of non-taxable provisions for bad debts 745 593 1,685 1,749
Total Losses due to impairment of financial assets 6,676 3,791 15,134 10,404

The increase in the item is mainly related to a greater provision made in the face of the current situation of uncertainty on the market, also considering the new restrictive measures imposed from the second half of October all over the country.

7. Other operating costs

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

(€thousand) 3rd quarter
2020
3rd quarter
2019
30.09.20 30.09.19
(9 months) (9 months)
Operating costs for services 50,576 56,890 113,672 147,772
Operating costs for leases and rentals (161) 170 (34) 500
Operating costs for other operating charges 420 347 1,151 1,108
Total other operating costs 50,835 57,407 114,789 149,380

The operating costs for services mainly include the following items: sale expenses, distribution and logistics costs for our products for 91,644 thousand Euros (119,983 thousand Euros in 2019), utility costs for 6,880 thousand Euros (8,478 thousand Euros in 2019), handling costs for 2,860 thousand Euros (4,607 thousand Euros in 2019), third party works for 2,372 thousand Euros (3,558 thousand Euros in 2019) and maintenance costs amounting to 3,643 thousand Euros (3,927 thousand Euros in 2019).

In the quarter, the main items composing the operating costs for services are detailed as follows: sale expenses, distribution and logistics costs for our products for 42,079 thousand Euros (46,589 thousand Euros in 2019), utility costs for 2,892 thousand Euros (3,436 thousand Euros in 2019), handling costs for 1,367 thousand Euros (1,882 thousand Euros in 2019), third party works for 790 thousand Euros (1,391 thousand Euros in 2019) and maintenance costs amounting to 1,173 thousand Euros (1,324 thousand Euros in 2019).

The costs for the leases and rentals totaled 34 thousand Euros in the nine months and 161 thousand Euros in the quarter. This revenue is related to the reduction in rents agreed during the third quarter with the tenants following the health emergency; it mainly concerns the leasing contracts of the buildings where the branches of the Parent Company are located and amounts (both for the nine months and the quarter) to a total of 268 thousand Euros. In accordance with the provisions of the IFRS principle, the benefit deriving from these agreements is recognized as a reduction in operating costs. Net of this effect, the cost of lease payments for contracts expiring within twelve months and therefore not falling within the scope of IFRS16 amounts to 234 thousand Euros in the nine months and to 107 thousand Euros in the third quarter.

The operating costs for other operating charges mainly include the following items: "other indirect duties, taxes and similar costs" for 518 thousand Euros, "local council duties and taxes" for 228 thousand Euros and expenses for credit recovery for 166 thousand Euros.

8. Financial income and charges

(€thousand) 3rd quarter 2020 3rd quarter
2019
30.09.20
(9 months)
30.09.19
(9 months)
Financial charges 1,521 1,639 4,639 4,950
Financial income (314) (192) (957) (519)
Foreign exchange (gains)/losses 97 (258) 110 (249)
Total financial (income) and charges 1,304 1,189 3,792 4,182

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 978 thousand Euros in the nine months (thereof 7 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) e 325 thousand Euros in the quarter as a result of the application of IFRS 16.

9. Income (charge) from investment at equity value

The item amount to a loss of 127 thousand Euros in the nine months (profit of 36 thousand Euros in the third quarter) and mainly reflects the evaluation by equity method of the partecipation in the associate Jolanda de Colò S.p.A.

10. Taxes

(€thousand) 3rd quarter
2020
3rd quarter
2019
30.09.20
(9 months)
30.09.19
(9 months)
Ires-Ires charge transferred to Parent Company 1,520 9,225 1,810 19,070
Irap 701 1,790 758 3,820
Previous years tax (76) (29) (76) (13)
Net provision for deferred tax liabilities 3,287 (125) (2,081) (717)
Total taxes 5,432 10,861 411 22,160

11. Earnings / (losses) per share

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

(Euros) 3rd quarter 3rd quarter 30.09.20 30.09.19
2020 2019 (9 months) (9 months)
Basic Earnings Per Share 0.23 0.41 0.02 0.83
Diluted Earnings Per Share 0.23 0.41 0.02 0.83

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

Earnings:

(€thousand) 3rd quarter 3rd quarter 30.09.20 30.09.19
2020 2019 (9 months) (9 months)
Profit/(Loss) for the period 15,066 27,317 1,053 55,082
Minority interests 0 0 0 0
Profit/(Loss) used to determine basic and diluted earnings per share 15,066 27,317 1,053 55,082

Number of shares:

(number of shares) 3rd quarter
2020
3rd quarter
2019
30.09.20
(9 months)
30.09.19
(9 months)
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
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 66,525,120 66,525,120

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 interest rate hedging operations undertaken with regard to specific variable-rate loans; effective part of the operations for 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 to hedge the underlying goods purchasing operations. The value indicated, amounting to to a total profit of 770 thousand Euros in the nine months (768 thousand Eurosa in the same period of the previous year) is shown net of the taxation effect (that amounts to approximately -243 thousand Euros in the first nine months). In the third quarter, the hedging operations evaluation has led to a loss in the comprehensive income statement of 276 thousand Euros (+177 thousand Euros in 2019).

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, 13 November 2020

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 an integral part.

Appendix 1 Reconciliation of liabilities deriving from financing activities as at 30 September 2020 and at 30 September 2019.

Appendix 1

RECONCILIATION OF LIABILITIES DERIVING FROM FINANCING ACTIVITIES AS AT 30 SEPTEMBER 2020 AND AT 30 SEPTEMBER 2019

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To
tal
lia
bili
ial
tie
risi
fro
fin
ivit
ies
act
s a
ng
anc
m
45
9,
99
1
63
35
4
,
4,
68
7
2,
157
(
2,
42
2)
57 39
2,
158
Re
cili
of
Ca
Flo
St
(
Ind
d)
ati
riat
ion
ith
sh
ire
Me
tho
ate
nt
ct
con
on
va
s w
ws
me
Ca
flow
sh
s (n
f ou
ing
for
uisi
tion
of
sub
sid
iarie
er)
et o
tgo
acq
s o
r m
erg
64
154
Ot
clas
her
ch
es/
sific
atio
ang
re
ns
,
4,
687
Exc
han
aria
tion
rate
ge
s v
s
(
2,
422
)
Fair
lue
iatio
va
var
n
57
T
l de
tail
le
ed
iatio
in t
he
tab
ota
var
ns
66
47
6
,
Ot
her
ch
in f
inan
cial
lia
bilit
ies
ang
es
10
97
1
Ne
t ch
e in
Rig
hts
of u
ang
se
,
4,
465
Ne
t lo
ceiv
ed
w n
on-
cur
ren
ans
re
12
2,
500
No
t lo
nt
n cu
rren
ans
re
pay
me
(
71,
460
)
Tot
al c
Ca
Flow
s St
han
sh
n b
fin
ing
iviti
in t
he
sh
etw
act
ate
nt
ges
ow
een
anc
es
me
66
47
6
,
No
n-f
ina
nci
al
cha
nge
s
Ot
her
ch
es/
ang
IFR
S
Pu
rch
s/
ase
Ex
cha
tes
nge
ra
alu
Fai
r v
e
30
/09
/20
19
Ca
flo
sh
ws
las
sifi
ion
cat
rec
s
16 riat
ion
va
s
riat
ion
va
31
/12
/20
18
Cu
ble
ba
nk
t p
s to
rren
aya
367
55
,
14
324
,
0 0 0 0 41
04
3
,
Cu
ion
of n
t d
ebt
t p
ort
rren
on
cur
ren
12
9,
136
(
33,
094
)
85
034
,
0 0 0 77
196
,
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,
499
(
752
)
7,
984
0 1,
515
0 75
2
Cu
t fin
ial p
ble
s fo
r IF
RS
16
leas
ont
ract
rren
anc
aya
e c
s
7,
849
(
5,
827
)
6,
347
7,
329
0 0 0
Cu
ial p
ble
r le
t fin
s fo
asin
ont
ract
rren
anc
aya
g c
s
26
9
(
180
)
22
3
0 0 0 22
6
Cu
ial p
ble
t fin
s fo
rch
of
sh
tas
rren
anc
aya
r pu
ase
quo
or
are
s
18
1
(
180
)
0 0 0 0 36
1
To
tal
fin
ial
ab
les
nt
cu
rre
anc
pay
202
30
1
,
(
25,
709
)
99
588
,
7,
329
1,
515
0 11
9,
578
Cu
ble
les)
l ins
s/(r
ivab
fo
r he
dg
ing
fina
ncia
t p
tru
nts
rren
aya
ece
me
15
2
(
10)
0 0 0 15
2
10
To
tal
al
fina
nci
ins
nt
tru
nts
cu
rre
me
152 (
10)
0 0 0 15
2
10
No
ble
ba
nk
t p
s to
n-cu
rren
aya
14
8,
027
52
334
,
(
85,
014
)
0 0 0 18
0,
707
No
ial p
ble
lace
n U
S d
olla
t fin
s fo
r b
ond
ivat
nt i
n-cu
rren
anc
aya
pr
e p
me
rs
30
163
,
0 (
7,
624
)
0 42
0
0 37
367
,
No
ial p
ble
r IF
RS
leas
t fin
s fo
16
ont
ract
n-cu
rren
anc
aya
e c
s
48
354
,
0 (
6,
347
)
54
70
1
,
0 0 0
No
t fin
ial p
ble
s fo
r le
asin
ont
ract
n-cu
rren
anc
aya
g c
s
12
5
0 (
158
)
0 0 0 28
3
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
226
669
,
52
334
,
(
99,
143
)
54
70
1
,
42
0
0 21
8,
357
No
ble
s/(r
ivab
les)
fo
r he
dg
ing
fina
ncia
l ins
t p
tru
nts
n-cu
rren
aya
ece
me
0 0 0 0 0 0 0
To
tal
fin
ial
ins
ent
tru
nts
no
n-c
urr
anc
me
0 0 0 0 0 0 0
To
tal
lia
bili
tie
risi
fro
fin
ial
ivit
ies
act
s a
ng
anc
m
42
9,
122
26
61
5
,
44
5
62
03
0
,
1,
93
5
15
2
33
7,
94
5
Re
cili
Ca
Flo
St
Ind
ati
of
riat
ion
ith
sh
(
ire
Me
tho
d)
ate
nt
ct
con
on
va
s w
ws
me
Ca
flow
sh
s (n
f ou
ing
for
uisi
tion
of
sub
sid
iarie
er)
et o
tgo
acq
s o
r m
erg
26
795
Ot
her
ch
es/
clas
sific
atio
ang
re
ns
,
44
5
Exc
han
aria
tion
rate
ge
s v
s
1,
935
lue
Fair
iatio
va
var
n
152
T
l de
tail
ed
iatio
in t
he
tab
le
ota
var
ns
29
32
7
,
Ot
cial
lia
bilit
her
ch
in f
inan
ies
ang
es
10
087
,
Ne
t lo
ceiv
ed
w n
on-
cur
ren
ans
re
64
500
,
No
t lo
nt
n cu
rren
ans
re
pay
me
(
45
260
)
,
Tot
al c
han
sh
n b
fin
ing
iviti
in t
he
Ca
sh
Flow
s St
etw
act
ate
nt
ges
ow
een
anc
es
me
29
32
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, 13 November 2020

Pierpaolo Rossi Manager responsible for the drafting of corporate accounting documents