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MARR Interim / Quarterly Report 2022

Sep 1, 2022

4060_ir_2022-09-01_bf56bda2-2712-411e-9b18-559f1452fcb9.pdf

Interim / Quarterly Report

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Half-Year Financial Report as at 30 June 2022

4 August 2022

MARR S.p.A. Via Spagna, 20 – 47921 Rimini - Italy Capital stock Euros 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) 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.

Half-Year financial report as at 30 June 2022

  • Directors' Report
  • Consolidated Financial Statements:

    • Consolidated statement of financial position
    • Consolidated statement of profit and loss
    • Consolidated statement other comprehensive income
    • Consolidated statement of changes in Shareholder's Equity
    • Consolidated cash flows statement
    • Explanatory Notes to the half-year consolidated financial statement
  • Statement by the Responsible for the drafting of corporate accounting documents pursuant to Art. 154-bis of Legislative Decree 58 dated 24 February 1998

MARR GROUP ORGANISATION

as at 30 June 2022

The structure of the Group as at 30 June 2022 differs both from the situation as at 31 December 2021 and from that as at 30 June 2021 for the purchase, finalized on 1st April 2022, by MARR S.p.A., of all the shares in the company newly established Frigor Carni S.r.l., in which the activities of Frigor Carni S.a.s. have been conferred, a company based in Montepaone Lido (Catanzaro) and operating in the marketing and distribution of food products to the Foodservice, with a significant specialization in the offer of fish products, mainly to independent customers.

The activity of the MARR Group is entirely aimed at the marketing and distribution of food products to the Foodservice, as follows:

Company Activity
MARR S.p.A.
Via Spagna n. 20 – Rimini
Sale and distribution of perishable, non-perishable, frozen and
deep-frozen food products for Foodservice operators.
New Catering S.r.l.
Via Pasquale Tosi n. 1300 - Santarcangelo di Romagna
(RN)
Sale and distribution of food products to bars and fast food
outlets.
Antonio Verrini S.r.l.
Via Pasquale Tosi n. 1300 - Santarcangelo di Romagna
(RN)
Sale and distribution of fresh, frozen and deep-frozen fish
products mainly in the Ligurian and Versilia areas.
Chef S.r.l. Unipersonale
Via Pasquale Tosi n. 1300 - Santarcangelo di Romagna
(RN)
Sale and distribution of fresh, frozen and deep-frozen fish
products mainly in the Romagna Riviera.
Frigor Carni S.r.l.
Via Pasquale Tosi n. 1300 - Santarcangelo di Romagna
(RN)
Sale and distribution of perishable, non-perishable, frozen and
deep-frozen food products for Foodservice operators, mainly in
the Calabria Region.

Company Activity
Jolanda de Colò S.p.A.
Via 1° Maggio n. 21 – Palmanova (UD)
Production, sale and distribution of food products in the
premium segment (high-end).
MARR Foodservice Iberica S.A.U.
Calle Lagasca n. 106 1° centro - Madrid (Spain)
Non-operating company.
AS.CA S.p.A.
Via Pasquale Tosi n. 1300 - Santarcangelo di Romagna
(RN)
Company that from February 1, 2020 exercises a business lease
to the parent company MARR S.p.A

All subsidiaries are fully consolidated.

Associated companies are valued at equity.

CORPORATE BODIES

BOARD OF DIRECTORS

Office Name and Surname Executive Member of Control
Non-executive
and Risk
Committee
Independence as
provided by the
Corporate
Governance Code
Independence in
accordance with art.
148 TUF
Chairman Ugo Ravanelli
Chief Executive Officer Francesco Ospitali
Director Claudia Cremonini
Director Paolo Ferrari
Director (independent) Marinella Monterumisi
Director (independent) Alessandro Nova
Director (independent) Rossella Schiavini

The functions of the Remuneration Committee and the Appointments Committee are attributed to the entire Board of Directors under the coordination of the President, as required by the Corporate Governance Code and in compliance with the conditions and methods indicated therein (Recommendation No. 26).

BOARD OF STATUTORY AUDITORS

Office Name and Surname
Chairman Massimo Gatto
Statutory Auditor Andrea Foschi
Statutory Auditor Simona Muratori
Alternate Staturory Auditor Alvise Deganello
Alternate Staturory Auditor 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 first half-year of 2022

As provided by the implementing regulation for Legislative Decree 58 dated 24 February 1998, concerning Issuers regulations, MARR has prepared this half-year financial report in accordance with the International Accounting Principle applicable for interim financial reporting, IAS 34 as approved by (EC) Regulation No. 1606/2002 of the European Parliament and Council dated 19 July 2002.

In particular, the revenues from sales in the first half of 2022 amounted to 860.2 million Euros, compared to 534.9 million in 2021 and 779.7 million in 2019.

Sales to clients in the Street Market segment (restaurants and hotels not belonging to Groups or Chains) and in the National Account segment (operators in Chains and Groups, and Canteens) reached 734.2 million Euros and, in the comparison with 418.7 million in 20201, benefitted by approximately 12 million Euros from the contribution of the Verrini Group, consolidated as of 1 April 2021, and approximately 4 million Euros from that of Frigor Carni S.r.l., consolidated as of 1 April 2022.

Sales in the Wholesale category amounted to 126.1 million Euros (116.2 million in 2021).

EurosEurosEurosEurosEurosEurosEuros

The performance of sales in the half year was influenced by inflation dynamics in the foodservice sector, which is significantly affecting the majority of the goods sold by MARR; these trends are also reflected in the timing of the passthrough of the price increases to the market.

Similarly, the operating costs are affected by the current market tensions as a result of the increase in energy costs, which affect the conservation and distribution of products.

In this context, MARR has set itself the priority of safeguarding the continuity of customer relationships during a phase of significant out-of-home consumption levels, through the improved management of supplies and with operating modalities capable of combining efficiency and service level.

Despite these trends, the operating profitability in the first half shows an EBITDA of 35.0 million Euros (23.2 million in 2021) and an EBIT of 18.3 million (7.1 million in 2021).

The net result for the period amounted to 10.5 million, compared to 1.1 million in the first half of 2021. Euros

With reference to the only business sector of the Group which is the "Distribution of food products to the out-of-home food consumption", we can analyze the sales for the period by type of customer in the table below, which shows the reconciliation with the revenues from sales and Group performance as per the consolidated financial statements:

MARR Consolidated
(€thousand)
30.06.22
(6 months)
30.06.21*
(6 months)
Revenues from sales and services by customer category
Street market 552,102 311,999
National Account 182,065 107,732
Wholesale 126,072 116,187
Total revenues form sales in Foodservice 860,239 535,918
(1) Discount and final year bonus to the customers (8,217) (5,043)
(2) Other services 133 128
(3) Other 121 69
Revenues from sales and services 852,276 531,072

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 30 June 2021 have been restated in order to maintain comparability with the 2022 classification following the redefinition of the channels on some customers.

Below are the statements, reclassified according to the current practice of financial analysis, of the economic, equity and financial data referring to the first half of 2022, compared with the respective period of the previous year.

Analysis of the re-classified income statement 1 IFRS IFRS IFRS IFRS IFRS

_________________________________

MARR Consolidated
(€thousand)
30.06.22
(6 months)
% 30.06.21
(6 months)
% % Change
Revenues from sales and services 852,276 97.5% 530,072 97.8% 60.8
Other earnings and proceeds 22,021 2.5% 11,906 2.2% 85.0
Total revenues 874,297 100.0% 541,978 100.0% 61.3
Cost of raw materials, consumables and goods for
resale (771,142) -88.2% (458,705) -84.6% (68.1)
Change in inventories 71,232 8.2% 30,754 5.7% 131.6
Services (115,885) -13.3% (73,452) -13.6% (57.8)
Leases and rentals (250) 0.0% (213) 0.0% (17.4)
Other operating costs (944) -0.1% (889) -0.2% (6.2)
Value added 57,308 6.6% 39,473 7.3% 45.2
Personnel costs (22,273) -2.6% (16,237) -3.0% (37.2)
Gross Operating result 35,035 4.0% 23,236 4.3% 50.8
Amortization and depreciation (9,765) -1.1% (8,548) -1.6% (14.2)
Provisions and write-downs (6,958) -0.8% (7,593) -1.4% 8.4
Operating result 18,312 2.1% 7,095 1.3% 158.1
Financial income 363 0.0% 306 0.1% 18.6
Financial charges (3,162) -0.3% (3,253) -0.7% 2.8
Foreign exchange gains and losses 80 0.0% 535 0.1% (85.0)
Value adjustments to financial assets 0 0.0% (154) 0.0% (100.0)
Result from recurrent activities 15,593 1.8% 4,529 0.8% 244.3
Non-recurring charges 0 0.0% (2,880) -0.5% (100.0)
Net result before taxes 15,593 1.8% 1,649 0.3% 845.6
Income taxes (5,092) -0.6% (518) -0.1% (883.0)
Net result attributable to the MARR Group 10,501 1.2% 1,131 0.2% 828.5

Total revenuesI for the first half of 2022 were equal to 874.3 million Euros (542.0 million in 2021), EBITDAI was 35.0 million Euros (23.2 million Euros in 2021) while the EBITI settled at 18.3 million Euros, compared to 7.1 million Euros in 2021.

Total revenues within the item "Other revenues and income" include the amount of contributions received from suppliers for promotional and marketing activities carried out by the MARR Group towards them for 20.6 million Euros.

As previously commented, the Foodservice market in the first half of 2022 underwent significant inflation dynamics that generally affected most of the commodities marketed by MARR with an impact on the transfer times of the increase in prices to the market and with an impact on cost goods sold which, however, marked a slight improvement in the second part of the half year compared to the first part of the year, although still recovering compared to the same period of the previous year.

I L'EBITDA (Margine Operativo Lordo) e l'EBIT (Risultato Operativo), sono due indicatori economici non definiti negli IFRS, adottati da MARR a partire dal bilancio d'esercizio al 31 dicembre 2005.

EBITDA is a measure used by Management to monitor and evaluate its operational performance. Management believes that EBITDA is an important parameter for measuring the Group's performance as it is not influenced by the volatility due to the effects of the different criteria for determining taxable income, the amount and characteristics of the capital employed as well as the related policies of depreciation. As of today (after further investigation connected to the evolution of IFRS accounting practice) EBITDA (Earnings before interests, taxes, depreciation and amortization) is defined by MARR as Profit / Loss for the year gross of depreciation of tangible and intangible assets, provisions and write-downs, financial income and charges and income taxes.

I L'EBIT (Operating Result), an economic indicator of the Group's operating performance. EBIT (Earnings before interests and taxes) is defined by MARR as Profit / Loss for the year gross of financial income and charges, non-recurring items and income taxes.

Finally, it should be noted that the reclassified income statement does not contain any indication of the Other Profits / Losses (net of the tax effect) reported in the "Statement of other comprehensive income components", as required by IAS 1 revised applicable from 1 January 2009.

I It should be noted that the item Total Revenues also includes the amount of contributions received from suppliers for promotional and marketing activities carried out by the MARR Group, which in the statements drawn up in accordance with International Accounting Standards are classified as a reduction of the "Cost of purchasing goods ".

With regard to operating costs, it should be noted that the first half of the year was also affected by the rise in energy costs associated with the conservation and distribution of products; these increases led to a significant increase in the related costs, the effect of which is reflected in the costs for the provision of services.

The Personnel cost recorded an increase in absolute terms compared to the same period of the past year linked to three joint effects: the lower use of social safety nets, the increase in the Group's workforce, the timing of entry of the new companies acquired into the inside the consolidation area.

With regard to social safety nets, it should be noted that during the first half of 2021 the hours of social safety nets used amounted to 99,796, while in the first half of 2022 they were not used. As for the number of employees, these come from 921 units at 30 June 2021 to 1,003 units on 30 June 2022. The entry into the Group of the subsidiary Frigor Carni S.r.l. involved the entry of a number of employees equal to 35 units, the remaining increase is almost entirely attributable to the new hires made by the parent company MARR S.p.A..

Finally, compared in absolute terms to the Personnel cost at 30 June 2022 to that at 30 June 2021, it must be considered that in the first half of 2022 the item of Personnel cost of the subsidiaries Antonio Verrini S.r.l. and Chef S.r.l. unipersonale had a full impact for 6 months for a total of 3.08 million Euros, while on 30 June 2021 it had impacted for 1.74 million Euros corresponding to 3 months of operations due to the fact that the entry into the scope of consolidation of the two companies took place on 1 April 2021. The subsidiary Frigor Carni S.r.l. on the other hand, it is consolidated starting from April 1, 2022 and its cost of labour has affected the total Personnel cost as of June 30, 2022 for 331 thousand Euros.

Depreciation and amortization at 30 June 2022, equal to 9.8 million Euros (8.5 million Euros at 30 June 2021), recorded an increase of 1.2 million Euros compared to the same period of the previous year, mainly due to the increase in the depreciation charge pertaining to the right of use of the lease contracts of the companies Antonio Verrini S.r.l., Chef S.r.l. unipersonale and Frigor Carni S.r.l. single-member companies were consolidated starting from 1 April 2021, as at 30 June 2021 the amortization quotas of the lease contracts had matured only in relation to 3 months. Furthermore, Frigor Carni S.r.l. was consolidated only starting from 1 April 2022. Furthermore, compared to the previous period in the first half of 2022, the amortization of the lease payments of the premises of the new Piacenza stocking platform, whose contracts were signed, weighed for 582 thousand Euros at the end of the 2021 financial year.

The item provisions and write-downs amounted to 7.0 million Euros (7.6 million Euros at 30 June 202) and includes 6.8 million Euros of prudent allocation to the bad debt provision and 172 thousand Euros of provision to the supplementary indemnity fund of clientele agents.

The result from recurring activities, net of financial management which is substantially in line with the previous period, amounts to Euro 15.6 million at the end of the half-year compared to Euro 4.5 million at 30 June 2021.

The net result for the first half, after 5.1 million Euros of taxes, stands at 10.5 million Euros, against a positive result of 1.1 million Euros in the same period of the previous year.

Analysis of the re-classified statement of financial position

MARR Consolidated
(€thousand)
30.06.22 31.12.21 30.06.21
Net intangible assets 170,127 163,391 163,166
Net tangible assets 79,551 79,601 77,544
Right of use assets 77,993 72,015 59,322
Equity investments evaluated using the Net Equity method 1,828 1,828 1,799
Equity investments in other companies 175 175 175
Other fixed assets 20,231 22,850 27,519
Total fixed assets (A) 349,905 339,860 329,525
Net trade receivables from customers 409,347 321,280 364,244
Inventories 271,085 199,852 166,369
Suppliers (468,965) (380,958) (341,698)
Trade net working capital (B) 211,467 140,174 188,915
Other current assets 49,336 56,977 44,625
Other current liabilities (37,490) (27,852) (19,083)
Total current assets/liabilities (C) 11,846 29,125 25,542
Non-current assets held for sale (D) 0 0 0
Net working capital (E) = (B+C+D) 223,313 169,299 214,457
Other non current liabilities (F) (2,604) (2,529) (2,047)
Staff Severance Provision (G) (8,124) (8,556) (8,511)
Provisions for risks and charges (H) (6,786) (7,137) (7,669)
Net invested capital (I) = (A+E+F+G+H) 555,704 490,937 525,755
Shareholders' equity attributable to the Group (326,984) (349,507) (339,291)
Consolidated shareholders' equity (J) (326,984) (349,507) (339,291)
(Net short-term financial debt)/Cash 33,716 152,693 57,828
(Net medium/long-term financial debt) (180,941) (219,331) (183,049)
Net financial debt - before IFRS16 (K) (147,225) (66,638) (125,221)
Current lease liabilities (IFRS16) (10,802) (10,074) (9,957)
Non-current lease liabilities (IFRS16)
IFRS16 effect on Net financial debt (L)
(70,693)
(81,495)
(64,718)
(74,792)
(51,286)
(61,243)
Net financial debt (M) = (K+L) (228,720) (141,430) (186,464)
Net equity and net financial debt (N) = (J+M) (555,704) (490,937) (525,755)

Analysis of the net financial position

The following represents the trend in net financial position:I

MARR Consolidated
(€thousand) 30.06.22 31.12.21 30.06.21
A. Cash 7,465 6,505 4,517
Bank accounts 151,596 243,467 291,920
Postal accounts 0 22 18
B. Cash equivalent 151,596 243,489 291,938
C. Liquidity (A) + (B) 159,061 249,994 296,455
Current financial receivable due to Parent company 3,680 5,787 4,567
Others financial receivable 0 0 1,754
D. Current financial receivable 3,680 5,787 6,321
E. Current derivative/financial instruments 0 0 2,730
F. Current Bank debt (48,835) (45,987) (60,874)
G. Current portion of non current debt (77,026) (52,227) (154,449)
Other financial debt (3,163) (4,874) (32,355)
H. Other current financial debt (3,163) (4,874) (32,355)
I. Current lease liabilities (IFRS16) (10,802) (10,074) (9,957)
J. Current financial debt (F) + (G) + (H) + (I) (139,826) (113,162) (257,635)
K. Net current financial indebtedness (C) + (D) + (E) + (J) 22,915 142,619 47,871
L. Non current bank loans (78,889) (119,489) (181,049)
M. Non-current derivative/financial instruments 0 0 0
N. Other non current loans (102,053) (99,842) (2,000)
O. Non-current lease liabilities (IFRS16) (70,693) (64,718) (51,286)
P. Non current financial indebtedness (L) + (M) + (N) + (O) (251,635) (284,049) (234,335)
Q. Net financial indebtedness (K) + (P) (228,720) (141,430) (186,464)

The financial debt of the MARR Group is affected by the seasonal nature of the business and the need to finance the high requirement of working capital during the summer period. Historically, debt reaches its highest level in the first half of the year and then falls at the end of the year.

Net financial debt at the end of the first half of the year amounted to 228.7 million Euros (186.5 million Euros as at June 30, 2021 and Euros 141.4 million at December 31, 2021), with a liquidity absorption of 90.9 million Euros, of which 32.5 million Euros for repayment of bank debt, 31.9 million Euros for dividend payments, 3.7 million Euros for investments made in the branches of the parent company, 4.08 million Euros Euro for the purchase of all the shares of Frigor Carni S.r.l. and the remainder absorbed by a greater need for working capital.

Net of the effects of the application of the IFRS 16 accounting standard, net financial debt stood at 147.2 million (125.2 million in 2021) in line with the value of the first half of 2019.

I 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.

As regards the structure of bank debt at 30 June 2022, the current portion of bank debt is equal to 125.9 million Euros compared to 98.2 million Euros as at 31 December 2021 and the non-current portion is equal to 78, 9 million Euros compared to 119.5 million Euros at 31 December 2021. In particular, instalments were repaid during the half-year of medium / long-term loans for a total of 30.8 million Euros and a medium-long term loan of 15.0 million Euros with a duration of 72 months and half-yearly instalment was taken out with Credit Agricole.

It should also be noted that on 1 July 2022 a medium / long-term loan agreement of 60 million Euros with a duration of 72 months (with 18 months of pre-amortization) was signed with BNL and Rabobank, disbursed on 28 July 2022.

The net financial position at 30 June 2022 remains in line with the Company's objectives.

Analysis of the trade net working capital

MARR Consolidated 30.06.22 31.12.21 30.06.21
(€thousand)
Net trade receivables from customers 409,347 321,280 364,244
Inventories 271,085 199,852 166,369
Suppliers (468,965) (380,958) (341,698)
Trade net working capital 211,467 140,174 188,915

At 30 June 2022, the net commercial working capital was equal to 211.5 million Euros, an increase compared to 140.2 million Euros at 31 December 2021 and 188.9 million Euros at 30 June 2021.

Considering the discontinuity of the periods in terms of comparison due to both the different degree to which the restrictions for containing the pandemic have affected the out-of-home food consumption and the seasonality to which the business is subject, it is observed that the incidence of trade receivables with respect to working capital commercial net improves compared to 31 December 2021 thanks to the constant attention of the entire organization to credit management.

The increase in the incidence of inventories compared to 30 June 2021 is affected by the aforementioned inflation dynamics and procurement policies already implemented starting from the first quarter of the year in view of the peak of consumption of the summer season during the third quarter.

Commercial working capital remains aligned with the Company's objectives.

Re-classified cash-flow statement

MARR Consolidated
(€thousand)
30.06.22 30.06.21
Net result before minority interests
Amortization and depreciation
Change in Staff Severance Provision
10,501
9,766
(432)
1,131
8,550
1,236
Operating cash-flow 19,835 10,917
(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
(88,067)
(71,233)
88,007
24,916
(65,394)
(31,788)
107,119
15,156
Change in working capital (46,377) 25,093
Net (investments) in intangible assets
Net (investments) in tangible assets
Flows relating to acquisitions of subsidiaries and going concerns
(7,018)
(3,677)
(4,098)
(9,893)
(3,080)
(4,879)
Investments in other fixed assets and other change in
non current items
(14,793) (17,852)
Free - cash flow before dividends (41,335) 18,158
Distribution of dividends
Other changes, including those of minority interests
(31,976)
(1,757)
0
47
Cash-flow from (for) change in shareholders' equity (33,733) 47
FREE - CASH FLOW (75,068) 18,205
Opening net financial debt
Effect for change in liability for IFRS16
Cash-flow for the period
Dividends approved and not distributed
(141,430)
(11,734)
(75,068)
(488)
(192,316)
(12,353)
18,205
0
Closing net financial debt (228,720) (186,464)

Below is the reconciliation between the cash flow for the period ("free cash flow") in the previous table and the change in cash flow indicated in the cash flow statement contained in the financial statements and constructed according to the indirect method:

MARR Consolidated
(€thousand)
30.06.22 30.06.21
Free - cash flow (75,068) 18,205
(Increase)/decrease in current financial receivables 2,107 (2,631)
Increase/(decrease) in non-current net financial debt (32,413) (39,897)
Increase/(decrease) in current net financial debt 14,442 69,286
Increase (decrease) in cash-flow (90,932) 44,963

Investments

The investments made in the half year are divided among the various categories as shown below:

(€thousand) 30.06.22
Intangible assets
Patents and intellectual property rights 262
Concessions, licenses, trademarks and similar rights 10
Fixed assets under development and advances 118
Goodwill 6,628
Total intangible assets 7,018
Tangible assets
Land and buildings 226
Plant and machinery 2,055
Industrial and business equipment 357
Other assets 1,000
Fixed assets under development and advances 43
Total tangible assets 3,681
Total 10,699

The main investments in the half year in intangible fixed assets concerned:

  • for 390 thousand Euros for the purchase of new licenses, software and applications, partly entered into operation during the half year, partly still in the implementation phase as of 30 June 2022 and therefore shown under the item "Intangible assets in progress and advances ";

  • for 6,628 thousand Euros the increase in the item "Goodwill" following the acquisition of all the shares in the company Frigor Carni S.r.l. which took place on 1 April 2022;

As regards investments in tangible fixed assets, these amounted to a total of 3.7 million Euros and are related to the work carried out at some branches of the Parent Company.

It should be noted that the values of the investments indicated do not take into account the amounts capitalized as a right of use following the application of IFRS16, which during the half-year recorded an increase for a total of 11,759 thousand Euros and for which details please refer paragraph 2. "Rights of use" of the notes to the consolidated balance sheet and financial position.

Other information

As of June 30, 2022, the Company does not own, and has never owned in the first half of 2022, shares or quotas of parent companies, even through a third party and / or company, therefore in 2022 it did not carry out any purchase or sale transactions on the aforementioned shares and / or shares.

As of 30 June 2022 MARR holds 129,380 treasury shares equal to approximately 0.2% of the share capital at an average price of 13.53 Euros.

During the half year, the Group did not carry out atypical or unusual transactions, as the acquisition of the company Frigor Carni S.r.l. on 1 April 2022 it is part of the usual growth project of the MARR Group also for external lines.

Significant events during the half-year 2022

On 1 April 2022, the closing was finalized for the purchase of all the shares of the newly formed company, Frigor Carni S.r.l., in which the activities of Frigor Carni S.a.s., a company based in Montepaone Lido (Catanzaro) and operating in the marketing and distribution of food products to the Foodservice, with a significant specialization in the offer of fish products, mainly aimed at independent catering customers.

The acquisition of Frigor Carni confirms MARR's role as market aggregator, which continues to strengthen its leadership both through a path of organic growth and targeted acquisitions, aimed at increasing service specialization.

On 28 April 2022 the Shareholders' Meeting approved the financial statements as of 31 December 2021 and unanimously resolved the distribution of a gross dividend of 0.47 Euros per share (against a consolidated EPS of 0.53 Euros) with "ex coupon" (no.17) on 23 May, record date on 24 May and payment on 25 May. The undistributed profit was set aside in the Extraordinary Reserve.

The Ordinary Shareholders' Meeting of 28 April 2022 authorized the purchase, sale and disposal of treasury shares, pursuant to and for the purposes of Article 2357 et seq. of the Civil Code and Article 132 of Legislative Decree. February 24, 1998, no. 58, appointing the Board of Directors for this purpose with the power to assign specific proxies.

The Board of Directors of May 13, 2022 resolved to launch the treasury share purchase program (the "Buy back program") delegating the Chief Executive Officer Francesco Ospitali and the Director Dr. Claudia Cremonini, jointly with each other, to carry out the related operations.

The purchase program was activated on May 27 and as of June 30 the Company holds 129,380 treasury shares equal to approximately 0.2% of the share capital of MARR at an average price of 13.53 Euros.

The buy back program is aimed at promoting liquidity and volatility management as well as establishing a so-called "Securities warehouse" for the foreseen subsequent uses.

Subsequent events after the closing of the half-year

No significant events occurred after the end of the half year.

Transactions with related parties

In compliance with the provisions of Consob Regulation no. 17221 of 12 March 2010, MARR S.p.A., a company listed on the "Mercato Telematico Azionario", Euronext STAR Milan segment of Borsa Italiana S.p.A., has adopted, and subsequently adapted to the supervening legislation, a Procedure for the management of transactions with related parties (the Procedure), whose objective is to ensure the transparency and substantial and procedural correctness of the transactions that the Company carries out with related parties. The Control and Risks Committee of MARR S.p.A., made up of Independent Directors, carries out the verification and control tasks envisaged by the Procedure and in particular, monitors the correct application of the conditions of exemption envisaged for transactions defined as ordinary and concluded at market or standard conditions.

The Procedure is available to the public on the Company's website at www.marr.it/corporate-governance.

Related parties are the entities defined as such by the international accounting standards (IAS 24) and include subsidiaries, associates, parent companies and associated companies and the members of the Board of Directors of the MARR Group.

With regard to relations with subsidiaries, associates, parent companies and affiliates, please refer to the analytical indications given in the notes to these financial statements and, as required by art. 2497 - bis of the Civil Code, we summarize the types of relationships that have taken place below:

Companies Nature of Transactions
Subsidiaries Trade and general services
Parent Company - Cremonini S.p.A. Trade and general services
Associated Companies Trade and general services
Associated Companies - Cremonini Group's companies Trade and general services

With reference to transactions with related parties, and specifically with the parent company Cremonini S.p.A. and the companies controlled by it, listed by name in the following table, (Consolidated of the Cremonini Group) it should be noted that the value of purchases and sales of goods represented, in the half year, respectively 12.9% of total purchases and 3.7% of total revenues from sales and services performed by the MARR Group.

With regard to consolidated purchases from companies of the Cremonini Group equal to 90.6 million Euros (consisting of 55.7 million Euros for purchases of production goods and 34.9 million Euros for purchases of goods with distribution service), points out that for 90.3 million Euros, corresponding to 99.6%, these relate to supply relationships with MARR S.p.A. and for the remainder from purchases made by other companies of the MARR Group.

In particular, it is noted that the supply relationship with Inalca S.p.A. (Inalca), Fiorani & c. S.p.A. (Fiorani) and Italia Alimentari S.p.A. (Italia Alimentari) is expressed, through continuous commercial purchase transactions, in two different ways:

a) MARR carries out purchases of products from the Inalca, Fiorani and Italia Alimentari assortment (Purchases from production);

b) moreover, MARR entrusts Inalca and Fiorani with the task of procuring also products that are not included in the assortment of these companies and that Inalca and Fiorani purchase from time to time specifically, on behalf of MARR, from suppliers chosen by MARR in order to complete the range offered to customers. Type, price, quantity, quality, sizes and other product specifications are defined by MARR with the supplier and communicated to Inalca and Fiorani. In execution of the instructions received, Inalca and Fiorani purchase the Products from the suppliers in their own name and resell them to MARR, also providing for delivery to each MARR distribution unit or Platform at a price equal to the purchase price agreed by MARR with the supplier and increased by a amount by way of consideration for the logistic service that Inalca and Fiorani perform in favor of MARR (Purchases of products with distribution service).

In relation to the purchases that MARR does from Inalca and Fiorani (totaling approximately 87 million Euros), the cumulative volume of individual purchases in the first half of 2022, totaling approximately 52.2 million Euros (for the purchases referred to in letter a)) and 34.9 million Euros (for the purchases referred to in letter b)), the following are to be attributed:

as for Inalca

  • for about 40.3 million Euros for purchases from production

  • approximately 32.3 million Euros for purchases of products with distribution service

  • as for Fiorani

  • for about 11.9 million Euros for purchases from production

  • approximately 2.5 million Euros for purchases of products with distribution service

The above amounts are the result of the sum of a plurality of individual transactions which, carried out in the interest of the Company, fall within the ordinary exercise of operating activities and are concluded at conditions equivalent to market or standard conditions in compliance with the provisions of the Procedure for the management of transactions with related parties.

The following table shows the economic and equity values of the first half of 2022 in relation to each related party:

COM
PAN
Y
REC
EIVE
BLE
S
PAY
ABL
ES
REV
ENU
ES
COS
TS
Purc
has
e of
Purc
has
e of
Perf
Othe
Fina
l Inco
ncia
Lea
and
Othe
ing cha
erat
Pers
goo
goo
orm
ance
r reve
ses
r op
Trad
Othe
Fina
ncia
l
Trad
Othe
Fina
ncia
l
Sale
of g
ood
of s
ds
ds
Serv
ices
rent
e
r
e
r
s
ervi
al
ces
nue
s
me
rges
(by
prod
ucti
on)
(by
logi
stic
)
From
Par
ent
Com
ies:
pan
23
275
3,68
0
603
16,1
91
2
9
612
Crem
onin
i S.p
.A. (
)
23
275
3,68
0
603
16,1
91
0
2
0
0
9
0
0
612
0
0
Tota
l
From
olid
ated
sub
sidi
arie
unc
ons
s:
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Tota
l
From
Ass
ocie
ted
Com
ies:
pan
3
Jola
nda
De C
olò
0
0
0
0
0
0
3
0
0
0
0
0
0
0
0
Tota
l
Aff
d Co
(
*)
From
iliate
nies
mpa
Cre
ini G
mon
roup
636
534
C&P
S.r.
l.
67
74
0
Cast
elfrig
o S.
r.l.
4,75
6
2
6,39
6
Chef
Exp
S.p
.A.
ress
1
4
3,42
9
1
2
11,9
44
2,54
2
Fiora
ni &
C. S
.p.a.
Ges
.Car
. S.r
.l.
5
374
600
Glob
al Se
rvice
S.r.
l.
3
15
Gua
rdam
iglio
S.r.l
1,47
8
26
5,32
7
109
1
26
S.r.l
Inalc
a Fo
od a
nd B
ever
age
40
32,3
32
41
964
40,3
23
32,3
29
a S.
Inalc
p.a.
4
3
1,23
4
3
2
3,40
0
0
Italia
Alim
ri S.p
enta
.a.
713
1,65
3
Road
hous
e Gr
ill Ro
ma S
.r.l.
7,83
2
7
18,6
10
0
Road
hous
e S.
p.A.
15,4
23
52
0
37,4
62
9
0
32,5
80
109
968
0
55,7
41
34,8
71
601
0
26
Tota
l
From
Aff
iliate
d Co
nies
mpa
6
27
1,26
5
682
6
2,04
4
28
Frigo
r Ca
rni S
.a.s.
55
1,79
3
1
Frigo
r Fis
h S.a
.s.
3,25
2
Le C
upol
e S.
r.l.
31
996
1
Sca
lo S.
n.c.
10
10
S.r.
Time
Ven
ding
l.
58
g S.
Verr
ini H
oldin
r.l.
ANC
ION
S
ECO
NOM
IC R
TIO
NS
FIN
IAL
RE
LAT
ELA
el cos
onn
ts
Fina
l cha
ncia
rges
6
0 6
0 0
0 0
0 0
13
49
7
Verr
ini Im
mob
iliare
S.p
.A.
11 1 2,30
9
1 34
6
48
0
1,35
2
682
8,35
0
0
0
74
0
2,04
4
0
30
1
0
Tota
l
0 103
15,4
29
100
0 0
38,8
14
691
8,35
0 0
32,5
80
109
1,04
2
0
57,7
85
34,8
71
631
1
26
Tota
l
0 103

(*) The items in the Other Receivables columns relate to the residual IRES receivables for requests of reimbursement regarding to the personel cost not deducted to Irap in the years 2007-2011, transferred to the Parent Company w ithin the scope of of the National Consolidated tax base; the amount in the the other payables is related to the IRES balance of the year 2019. Trade receivables and payables include the net amount of VAT transferred to Cremonini w ithin the scope of the Group VAT liquidation.

(**) The total amount of trade receivables and payables are reclassified under "Receivables from customer" and "Suppliers" respectively.

From
Ote
r Re
late
d Pa
rties
Boar
d of
Direc
tors
MAR
R S.
p.A.
Direc
tors
of A
nton
io Ve
rrini
S.r.l
Direc
tors
of F
rigor
Car
ni S.
r.l.
447
5
8
329
80
38
Tota 0
l
0 0 0 460 0 0 0 0 0 0 447 0 0 0 0

Sales trend in July

The performance of MARR sales in the month of July confirmed both the expectations of a positive summer season, benefitting from the influx of tourists also from overseas, and the recovery in out-of-home food consumption, with a progressive return to pre-pandemic levels.

July closed with total consolidated revenues of more than 215 million Euros, an increase compared to both the same period in 2021 and pre-pandemic levels in 2019.

During this phase, the efforts of the entire workforce of the MARR Group are concentrated on taking advantage of the market opportunities that arise and ensuring an adequate service offer during the peak of the summer season.

Going concern

In consideration of the aforementioned market trend and the soundness of its financial structure, the Company considers the use of the going concern assumption appropriate and correct.

Half-year Consolidated financial statement

MARR Group

as at 30 June 2022

STATEMENT OF CONSOLIDATED FINANCIAL POSITION

CONSOLIDATED BALANCE SHEET

(€thousand) Notes 30.06.22 31.12.21*
ASSETS
Non-current assets
Tangible assets
Right of use
1
2
79,551
77,993
79,601
72,015
Goodwill 3 167,010 160,382
Other intangible assets 4 3,117 3,009
Investments at equity value 5 1,828 1,828
Investments in other companies 175 175
Non-current financial receivables 6 174 750
Deferred tax assets 7 1,464 0
Other non-current assets 8 24,881 29,766
Total non-current assets 356,193 347,526
Current assets
Inventories 9 271,085 199,852
Financial receivables 10 3,680 5,787
relating to related parties 3,680 100.0% 5,787 100.0%
Current derivative/financial instruments 11 0 0
Trade receivables 12 403,058 313,615
relating to related parties 15,452 3.8% 13,312 4.2%
Tax assets 13 1,595 6,234
relating to related parties 12 0.8% 12 0.2%
Cash and cash equivalents 14 159,062 249,994
Other current assets 15 30,086 29,598
363 1.2% 177 0.6%
relating to related parties
Total current assets
868,566 805,080
Non-recurring assets held for sale 0 0
TOTAL ASSETS 1,224,759 1,152,606
LIABILITIES
Shareholders' Equity 16 326,984 349,507
Share capital 33,198 33,263
Reserves 261,804 262,833
Profit for the period 31,982 53,411
Total Shareholders' Equity 326,984 349,507
Non-current liabilities
Non-current financial payables 17 180,941 219,330
Non-current lease liabilities (IFRS16) 18 70,693 10.4% 64,718 8.0%
relating to related parties 7,382 5,181
Non-current derivative/financial instruments 0 0
Employee benefits 19 8,124 8,556
Provisions for risks and costs 20 6,786 6,994
Deferred tax liabilities 7 0 143
Other non-current liabilities 21 2,605 2,530
Total non-current liabilities 269,149 302,271
Current liabilities
Current financial payables 22 129,025 103,088
Current lease liabilities (IFRS16) 23 10,802 10,074
relating to related parties 968 9.0% 755 7.5%
Current derivative/financial instruments 24 0 0
Current tax liabilities 25 21,212 14,764
relating to related parties 16,191 76.3% 11,489 77.8%
Current trade liabilities 26 451,309 359,814
relating to related parties 39,417 8.7% 35,003 9.7%
Other current liabilities 27 16,278 13,088
relating to related parties 1,151 7.1% 437 3.3%
Total current liabilities 628,626 500,828
TOTAL LIABILITIES 1,224,759 1,152,606

* For comparative purposes, the amounts as at 31 December 2021 have been restated to reflect the reclassification of the amount of promotional and marketing contributions from the item "Other current assets" to reduce the item "Current trade liabilities".

CONSOLIDATED STATEMENT OF PROFIT AND LOSS CONSOLIDATED INCOME STATEMENT

30.06.22 30.06.21*
(€thousand) Notes (6 months) (6 months)
Revenues 28 852,276 530,072
relating to related parties 32,694 3.8% 11,961 2.3%
Other revenues 29 1,401 1,579
relating to related parties 1,042 74.4% 10 0.6%
Changes in inventories 9 71,232 30,754
Purchase of goods for resale and consumables 30 (750,522) (448,378)
relating to related parties (92,656) 12.3% (43,334) 9.7%
Personnel costs 31 (22,273) (16,236)
Amortizations, depreciations and provisions 32 (9,937) (9,100)
Losses due to impairment of financial assets 33 (6,786) (7,041)
Other operating costs 34 (117,079) (74,555)
of which profits and losses deriving from the accounting
elimination of financial assets valued at amortized cost
(104) (62)
relating to related parties (1,717) 1.5% (1,515) 2.0%
Financial income and charges 35 (2,719) (5,292)
of which profits and losses deriving from the accounting
elimination of financial assets valued at amortized cost
(653) (277)
relating to related parties (100) 3.7% (64) 1.2%
Income (charge) from associated companies 36 0 (154)
Result before taxes 15,593 1,649
Taxes 37 (5,092) (518)
Result for the period 10,501 1,131
Attributable to:
Shareholders of the Parent Company 10,501 1,131
Minority interests 0 0
10,501 1,131
basic Earnings per Share (euro) 38 0.16 0.02
diluted Earnings per Share (euro) 38 0.16 0.02

* For comparative purposes, the amounts of 30 June 2021 have been restated to reflect the reclassification of the amount of promotional and marketing contributions from the item "Other revenues" to reduce the item "Purchase of goods and consumables".

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

PROSPETTO DEL RISULTATO ECONOMICO CONSOLIDATO
(€thousand)
Notes 30.06.22
(6 months)
30.06.21*
(6 months)
Result for the period (A) 10,501 1,131
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
0 51
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
Total Other Profits/Losses, net of taxes (B) 0 51
Comprehensive Result (A) + (B) 10,501 1,182
Attributable to:
Shareholders of the Parent Company 10,501 1,182
Minority interests 0 0
10,501 1,182

(nota 16)

MARR S.p.A. GROUP STATEMENTS OF CHANGES IN THE SHAREHOLDERS EQUITY (€ Thousand)

Desc
riptio
n
Shar
Oth
e
er r
eser
ves
Tota
l
Cap
ital
Shar
e
Lega
l
Rev
alua
tion
Shar
eho
lder
s
Extr
aord
inary
Rese
for
rve
Rese
for
rve
Cas
h-flo
w
Trad
ing
Rese
for
rve
Rese
rve
Rese
rve
Tota
l
Reta
ined
Gro
up
ium
prem
rese
rve
rese
rve
cont
ribu
tion
s on
rese
rve
cise
d
exer
tran
sitio
n
hedg
e
hare
on s
rofit
(los
ses)
p
rt. 5
5
ex a
IAS
19
Rese
rves
ings
earn
net
rese
rve
capi
tal
k op
tion
stoc
s
to I
as/If
rs
rese
rve
rese
rve
shar
on o
wn
e
(dpr
597
-917
)
ity
equ
st Ja
Bala
at 1
y 20
20
nce
nuar
33,2
63
63,3
48
6,65
2
13 36,4
96
170
,460
1,47
5
7,29
0
134 1,45
3
(81
1)
286
,510
18,3
39
338
,112
Othe
r min
riatio
or va
ns
2 (6) (3) (3)
- Re
sult f
or th
riod
e pe
- O
ts/Lo
1,13
1
1,13
1
ther
Profi
of ta
net
sses,
xes
Con
solid
ated
preh
ensiv
ult (
1/1 -
30/0
6/20
21)
com
e res
51 51 51
1,18
2
Bala
at 3
0 Ju
ne 2
021
nce
33,2
63
63,3
48
6,65
2
13 36,4
96
170
,460
1,47
5
7,29
2
185 1,44
7
(81
1)
286
,558
19,4
70
339
,291
Dist
f MA
RR S
.p.A.
ribut
ion o
divid
ends
(23,2
83)
(23,
283
)
(23,
283
)
Othe
r min
riatio
or va
ns
(2) (3) (4) 1 (3)
- Re
sult f
or th
riod
e pe
- O
ther
Profi
ts/Lo
of ta
net
sses,
xes
(185
)
(253
)
(438
)
33,9
40
33,9
40
(438
)
Con
solid
ated
preh
ensiv
ult (
1/07
-31/
12/2
021)
com
e res
33,5
02
Bala
at 3
1 De
202
ber
1
nce
cem
33,2
63
63,3
48
6,65
2
13 36,4
96
147
,177
1,47
5
7,29
0
1,44
4
(1,0
64)
262
,833
53,4
11
349
,507
Alloc
ation
of 2
021
profi
t
663 664 (664
)
Dist
ribut
ion o
f MA
RR S
.p.A.
divid
ends
(31,2
66)
(31,
266
)
Effec
t of
the t
radin
g of
share
own
s
(65) (4) (1,68
6)
(1,6
90)
(1,7
54)
Othe
r min
riatio
or va
ns
2 (4) (3) (4)
- Re
sult f
or th
riod
e pe
- O
ts/Lo
ther
Profi
of ta
net
sses,
xes
10,50
1
10,50
1
Con
solid
ult (
ated
preh
ensiv
1/1 -
30/0
6/20
21)
com
e res
10,5
01
Bala
at 3
0 Ju
ne 2
022
nce
33,1
98
63,3
48
6,65
2
13 36,4
96
147
,840
1,47
5
7,29
2
(4) (1,6
86)
1,44
0
(1,0
64)
261
,804
31,9
82
326
,984

CONSOLIDATED CASH FLOWS STATEMENT (INDIRECT METHOD)

Consolidated
(€thousand) 30.06.22 30.06.21*
Result for the Period 10,501 1,131
Adjustment:
Amortization/Depreciation 4,012 3,671
IFRS 16 depreciation 5,756 4,880
Change in deferred tax (855) (1,142)
Allocation of provison for bad debts 6,786 7,291
Provison for supplementary clientele severance indemnity 172 241
Write-downs of investments non consolidater on a line - by - line basis 0 154
Capital profit/losses on disposal of assets (25) 163
Financial (income) charges net of foreign exchange gains and losses 2,799 5,827
relating to related parties 100 3.6% 64 1.1%
Foreign exchange evaluated (gains)/losses (131) (140)
Total 18,514 20,945
Net change in Staff Severance Provision (913) (326)
(Increase) decrease in trade receivables (96,229) (76,871)
relating to related parties (2,140) 2.2% 925 (1.2%)
(Increase) decrease in inventories (71,233) (30,754)
Increase (decrease) in trade payables 91,495 109,948
relating to related parties 4,414 4.8% 28,466 25.9%
(Increase) decrease in other assets 4,397 5,108
relating to related parties (185) (4.2%) 79 1.5%
Increase (decrease) in other liabilities 3,372
713
21.1% 2,627
170
6.5%
relating to related parties
Net change in tax assets / liabilities
10,335 3,509
relating to related parties 4,702 45.5% 947 27.0%
Interest paid (3,162) (6,133)
relating to related parties (110) 3.5% (77) 1.3%
Interest received 363 306
relating to related parties 10 2.8% 13 4.2%
Foreign exchange evaluated gains 131 140
Income tax paid 0 (416)
Cash-flow form operating activities (32,429) 29,214
(Investments) in other intangible assets (372) (24)
(Investments) in tangible assets (3,364) 339
Net disposal of tangible assets 53 2,302
Outgoing for acquisition of subsiaries or going concerns during the year (net of
liquidity purchased)
(4,087) (4,733)
Cash-flow from investment activities (7,770) (2,116)
Distribution of dividends (31,976) 0
Other changes, including those of third parties (1,758) 48
Net change in liabilities (IFRS 16) (2,191) (4,572)
relating to related parties 2,414 (110.2%) 2,212 (48.4%)
Net change in financial receivables / payables for derivatives 0 (942)
Net change in financial receivebles (excluding the new non-current loans
received) (1,720) (7,623)
New non-current loans received 15,000 80,000
Repayment of other long-term debt (30,771) (48,883)
Net change in current financial receivables 2,107 243
relating to related parties 2,107 100.0% 1,227 504.9%
Net change in non-current financial receivables 576 (406)
Cash-flow from financing activities (50,733) 17,865
Increase (decrease) in cash-flow (90,932) 44,963
Opening cash and equivalents 249,994 251,491
Closing cash and equivalents 159,062 296,454

* It should be noted that the changes in the balances as at 30 June 2021 have been restated for comparative purposes in order to reflect the reclassification of promotional and marketing contributions to suppliers.

For the reconciliation between the opening data and the closing balances with the relative movements of financial liabilities deriving from financing activities (as required by paragraph 44A of IAS 7), please refer to Annex 3 of the subsequent Explanatory Notes.

EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Corporate information

MARR S.p.A. (the "Company" or the "Parent Company") and its subsidiaries (the "MARR Group" or the "Group") operate entirely in the marketing and distribution of food products to the Foodservice.

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., the essential figures of which are exposed in the following Appendix 4, and that hold the 50.42% of the share capital.

The consolidated financial statements for the business year closing as at 30 June 2021 were authorised for publication by the Board of Directors on 4 August 2022.

Structure and contents of the interim condensed consolidated financial statements

The interim condensed consolidated financial statements at 30 June 2021 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, this half-yearly financial report has been drawn up in a condensed form, within the framework of the options envisaged by IAS 34 ("Interim Financial Reporting"). This condensed half-year 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, 2021.

In particular, the same accounting principles adopted in the preparation of the consolidated financial statements at 31 December 2021 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 1st January 2022, described below.

The interim condensed consolidated financial statements at 30 June 2022 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.

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 half of 2022, see what described in the Directors' Report.

The interim condensed consolidated financial statements as at 30 June 2022 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 for the 2022 half year and the period between the start of the business year and the half-year end closing date (progressive); 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 half-year 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 period for the previous year (30 June 2022) while those for the Statement of financial position are made comparing to the previous business year (31 December 2021).

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.

For easier reading, the statements and tables contained in this half-year report are shown in thousands of Euros.

It should be noted that the company as at 30 June 2022 proceeded to reclassify the amount of contributions received from suppliers for promotional and marketing activities carried out in relation to its suppliers (marketing contributions, fixed promotional contributions and variables, centralization of flows), in compliance with the provisions of international accounting standards. In particular, the amount relating to the contribution from suppliers for promotional and marketing activities, which up to 31 December 2021 was classified at the economic level under the item "Other revenues" (31,071 thousand at 31 December 2021 and 10,326 thousand at 30 June 2021 ) and in the balance sheet under the item "Other current assets" (21,146 thousand as at 31 December 2021 and 17,656 thousand as at 30 June 2021), at 30 June 2022 it was reclassified at an economic level as a reduction of the item "Purchase of goods sold for resale and consumables" and at equity level as a reduction of the item "Current commercial liabilities". In the diagrams of the balance sheet and financial position and profit / (loss) for the period, in order to present the comparative data, we have therefore proceeded to correctly reclassify the economic and balance sheet items for comparison at 30 June 2021 and 31 December 2021 respectively.

It should also be noted that the amount of bonuses received from suppliers for the achievement of certain turnover targets or purchase volumes was already correctly reclassified at an economic level, reducing the item " Purchase of goods sold for resale and consumables " and at the balance sheet level as a reduction of the item "Current trade liabilities".

Going concern

In consideration of the market trend and the soundness of its financial structure, the Company considers the use of the going concern assumption appropriate and correct.

Scope of consolidation

The condensed half-year consolidated financial statements as at 30 June 2022 includes the accounts of the Parent Company MARR S.p.A. and those of the companies it has direct or indirect control over.

Control is achieved when the Group is exposed to or has the right to variable yields, deriving from its own relations with the entity invested in and, at the same time, has the capacity to affect these yields by exercising its own power of said entity.

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

· power over the entity invested in (in other words it has valid rights that confer upon it the current capacity to manage the significant business activities of the entity);

  • · exposure to or the right to variable yields deriving from its relations with the entity invested in;
  • · the capacity to exercise its power over the entity invested in in order to affect the amount of the yields.

Generally, there is a presupposition that the majority of voting rights implies control. In support of this presupposition, and when the Group has less than the majority of the voting (or similar) rights, the Group takes into consideration all of the relevant facts and circumstances to determine whether it controls the entity invested in or not, including:

  • · contractual agreements with others owning voting rights;
  • · the 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 three significant elements in defining control.

The consolidated financial statements have been prepared on the basis of the accounts as at 30 June 2022 prepared by the companies within the scope of consolidation and rectified, if necessary, in order to bring them in line with the accounting standards and classification criteria of the Group in compliance with the IFRS.

The consolidation area as at 30 June 2022 differs both from the situation as at 31 December 2021 and from that as at 30 June 2021 for the purchase, finalized on 1 April 2022, by MARR S.p.A., of all the shares of the newly established company Frigor Carni S.r.l., in which the activities of Frigor Carni S.a.s., a company based in Montepaone Lido (Catanzaro) and operating in the marketing and distribution of food products to the Foodservice, with a significant specialization in the offer of fish products, have been transferred, mainly aimed at independent catering customers. For the list of companies included in the consolidation area, please refer to Annex 1.

Accounting principles

The accounting principles and criteria adopted for the preparation of the half-yearly financial report as at 30 June 2022 comply with those used for the preparation of the financial report as at 31 December 2021, to which reference should be made for further information.

The amendments and interpretations to the accounting principles and criteria in force from 1 January 2022 are reported below:

Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and Annual Improvements 2018-2020 (All issued 14 May 2020)

The Group does not expect significant impacts on the equity, economic and financial situation deriving from the application of the aforementioned principles.

Accounting standards issued but not yet in force

Listed below are the other standards and interpretations which, at the date of preparation of this document, had already been issued but were not yet in force:

  • IFRS 17 Insurance Contracts (issued on 18 May 2017); including Amendments to IFRS 17
  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Classification of Liabilities as Current or Non-current - Deferral of Effective Date
  • Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies
  • Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
  • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The Group does not expect significant impacts on the equity, economic and financial situation deriving from the application of the aforementioned principles

Information by business sector

For the purposes of applying IFRS 8, it is recalled that the Group operates in the only sector of "Distribution of food products to the out-of-home food consumption".

Main estimates adopted by Management and discretional assessments

As part of the preparation of the condensed interim consolidated financial statements, the Directors of the Group companies have made discretionary assessments, estimates and assumptions that affect the values of revenues, costs, assets and liabilities, and the indication of potential liabilities at the balance sheet date. However, the uncertainty about these assumptions and estimates could lead to outcomes that will require, in the future, an adjustment, even significant, on the book value of these assets and / or liabilities.

Estimates and hypotheses used

The following are the key assumptions regarding the future and other important sources of uncertainty in the estimates at the closing date of the financial statements that could produce significant adjustments in the book values of assets and liabilities in the coming years. The results that will be realized could differ from these estimates. The estimates and assumptions are periodically reviewed and the effects of each change are reflected in the income statement.

  • Impairment test on goodwill: non-financial assets with an indefinite useful life are not amortized, but are subjected to impairment tests annually or whenever there are indications of impairment. In this regard, it should be noted that the trends in the first half are in line with the forecasts that had been taken and as a reference on 31 December 2021 for the performance of the impairment test and there are no indicators of impairment.
  • Expected credit losses (bad debts): the attention that the Company pays to the management of trade receivables remains high, implementing procedures tailored to the situations and needs of each territory and market segment; the goal remains to safeguard the company assets by maintaining proximity to the customer that allows for timely credit management and strengthening the relationship with the customer.
  • Economic-financial plans: the Company has reviewed the economic and financial and performance forecasts formalized in the 2022 Budget. In the same way, it has made forecasts reflected in the financial flows underlying the impairment test for the next three years. These forecasts may be further influenced in the coming months by the developments related to the evolution of the pandemic waves and the containment measures that will be adopted as well as the trend of the next tourist flows and the future recovery of market consumption.
  • Deferred tax assets: deferred tax assets are recognized to the extent that it is probable the existence of adequate future tax profits against which the temporary differences or any tax losses can be used within a reasonable time frame.

Other elements of the financial statements that have been the subject of estimates and assumptions by the Management are the inventory write-down provision, the provision for specific risks and the determination of depreciation. These estimates, although supported by well-defined company procedures, nevertheless require assumptions to be made concerning mainly the future realizable value of the inventories, as well as the residual useful life of the assets, which can be influenced both by market trends and by the information available to the Direction.

Management of financial risks

The financial risks to which the Group is exposed in carrying out its business are as follows:

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

The Group uses derivative financial instruments for the sole purpose of hedging, on the one hand, certain non-functional currency exposures and, on the other, part of the variable rate financial exposure.

Market risk

(i) Currency risk: Exchange rate risk arises when recognized assets and liabilities are expressed in a currency other than the functional currency of the company (the Euro). The Group operates internationally and is therefore exposed to exchange rate risk, especially as regards commercial transactions denominated in US dollars. The Group's way of managing this risk consists on the one hand in carrying out forward contracts for the purchase / sale of foreign currency specifically intended to cover individual commercial transactions, if the forward exchange rate is favorable with respect to that of the transaction date.

(ii) Interest rate risk: the risks relating to changes in interest rates refer to loans. Long-term loans from banks are mostly at variable rates and expose the Group to the risk of changes in cash flows due to interest. Against this risk, the Parent Company has historically stipulated specifically correlated Interest Rate Swap contracts for partial or total hedging of some loans. Fixed rate loans expose the Group to the risk of changes in the fair value of the loans.

As for the use of other short-term credit lines, the attention of management is aimed at safeguarding and consolidating relations with credit institutions in order to stabilize the spread applied to the Euribor as much as possible.

(iii) Price risk: the Group makes purchases and sales worldwide and is therefore exposed to the normal risk of price fluctuations typical of the sector.

Credit risk

The Group only deals with known and reliable customers. It is the Group's policy that customers requesting deferred payment conditions are subject to procedures for verifying their class of merit. In addition, the balance of receivables is monitored during the year so that the amount of non-performing positions is not significant.

The credit quality of unexpired financial assets that have not suffered impairment can be assessed by referring to the internal credit management procedure.

The customer monitoring activity is mainly divided into a preliminary phase, in which data and information on new customers are collected and a phase subsequent to activation, in which a credit is recognized and the evolution of the credit position.

The preliminary phase consists in finding the administrative / fiscal data essential to allow a complete and correct assessment of the risks that the new customer entails. Customer activation is subject to the completeness of the aforementioned data and approval, after any further investigation, by the Customer Office.

Each new customer is granted an overdraft facility: the concession is bound to further supplementary information (years of activity, payment conditions, customer name) which are essential for assessing the solvency level. Once the overall framework has been prepared, the documentation on the potential customer is submitted for approval by the various corporate bodies.

The Credit Procedure and Credit Management Guidelines make it possible to define those rules and operational mechanisms that guarantee to generate a flow of payments such as to guarantee the Group's solvency and the profitability of the relationship.

Liquidity risk

The Group manages liquidity risk with a view to maintaining a level of liquidity adequate for operational management. The constant monitoring of the centralized treasury of the collection and payment flows of all the companies is aimed at continuously controlling the flows of resources generated and absorbed by normal operating activities.

Given the dynamic nature of the sector, to cope with the ordinary management and seasonality of the business, the finding of liquidity is favored through the use of adequate credit lines.

As regards the management of resources absorbed by investment activities, the finding of sources through specific longterm loans is generally preferred.

Classes of financial instruments

The following elements are accounted for in accordance with the accounting principles relating to financial

(€thousand) 30 June 2022
Assets as per balance sheet Amortized Cost Fair value through
other
comprehensive
income (FVOCI)
Fair value through
profit or loss
(FVTPL)
Total
Non-current derivative/financial instruments 0 0 0 0
Non-current financial receivables 174 0 0 174
Other non-current assets 24,881 0 0 24,881
Current financial receivables 3,680 0 0 3,680
Current derivative/financial instruments 0 0 0 0
Current trade receivables 403,058 0 0 403,058
Cash and cash equivalents 159,062 0 0 159,062
Other current receivables 30,086 0 0 30,086
Total 620,941 0 0 620,941
Liabilities as per balance sheet
Non-current financial payables 180,941 0 0 180,941
Non-current lease liabilities (IFRS16) 70,693 0 0 70,693
Non-current derivative/financial instruments 0 0 0 0
Current financial payables 129,025 0 0 129,025
Current lease liabilities (IFRS16) 10,802 0 0 10,802
Current derivative/financial instruments 0 0 0 0
Total 391,461 0 0 391,461

(€thousand)

31 December 2021

Assets as per balance sheet Amortized Cost Fair value through
other
comprehensive
income (FVOCI)
Fair value through
profit or loss
(FVTPL)
Total
Non-current derivative/financial instruments 0 0 0 0
Non-current financial receivables 750 0 0 750
Other non-current assets 29,766 0 0 29,766
Current financial receivables 5,787 0 0 5,787
Current derivative/financial instruments 0 0 0 0
Current trade receivables 313,615 0 0 313,615
Cash and cash equivalents 249,994 0 0 249,994
Other current receivables 29,598 0 0 29,598
Total 629,510 0 0 629,510
Liabilities as per balance sheet
Non-current financial payables 219,330 0 0 219,330
Non-current lease liabilities (IFRS16) 64,718 0 0 64,718
Non-current derivative/financial instruments 0 0 0 0
Current financial payables 103,088 0 0 103,088
Current lease liabilities (IFRS16) 10,074 0 0 10,074
Current derivative financial instruments 0 0 0 0
Total 397,210 0 0 397,210

In compliance with the requirements of IFRS 13, we indicate that derivative financial instruments, consisting of hedging contracts on foreign exchange and interest, can be classified as "Level 2" financial assets, as inputs that have a significant effect on fair value recorded are directly observable market data (foreign exchange and interest rate market). Similarly, as regards non-current financial payables, they are also classified as "Level 2" financial assets, as the inputs that affect their fair value are directly observable market data.

As regards the Other non-current and current assets, reference should be made to what is indicated in paragraphs 8 and 15 of these explanatory notes.

Transactions with related parties

Related parties include subsidiaries, associates, parent companies and affiliates and members of senior management.

As regards the nature of the relations with them, please refer to what is illustrated in the following Annex 2.

Transactions with related parties were carried out at market values, on the basis of mutual economic convenience.

Significant events during the first half-year 2022 and after the closing the first half-year 2022

As regards the significant events that occurred in the first half of 2022, please refer to the contents of the Directors' Report.

There are no significant events subsequent to the end of the first half of 2022.

Others information

During the half year, the Group did not carry out atypical or unusual transactions, as the acquisition of all the shares in the company Frigor Carni S.r.l. on 1st April 2022 it is part of the usual growth process of the MARR Group also for external lines.

Comments to the main items included in the consolidated statement of financial position

ASSETS

Non-current assets

1. Tangible assets

(€thousand) Balance at
30.06.22
Purchases/
other
movements
Net
decreases
Depreciation Change in
consolidation
Balance at
31.12.21
Land and buildings 58,536 19 0 (1,430) 0 59,947
Leasehold imporvements 2,997 454 0 (238) 0 2,781
Plant and machinery 9,576 2,535 0 (1,117) 214 7,944
Industrial and business equipment 2,646 1,194 (1) (254) 0 1,707
Other assets 4,900 1,087 (27) (691) 130 4,401
Fixed assets under development and advances 896 (1,925) 0 0 0 2,821
Total tangible assets 79,551 3,364 (28) (3,730) 344 79,601

The changes shown in the "change in consolidation" column show the net book value of the tangible fixed assets acquired with the control and subsequent consolidation of the subsidiary Frigor Carni S.r.l.. In the column "Purchases / Other movements", instead, the investments of the half year are shown.

The consolidation of the subsidiary Frigor Carni S.r.l. involved the entry of tangible fixed assets for a total net book value of 344 thousand Euros and concentrated mainly in the categories "Plant and machinery" (for 214 thousand Euros) and "Other assets" (for 130 thousand Euros).

Net of the aforementioned increases, the remaining main movements involving tangible fixed assets during the first half of 2022 are related to investments in some branches of the Parent Company.

2. Right of use

(€thousand) Balance at
30.06.22
Purchases Net
decreases
Depreciation Change in
consolidation
Balance at
31.12.21
Land and buildings - Right of use
Other assets - Right of use
76,342
1,651
8,831
89
0
(26)
(5,192)
(563)
2,839
0
69,864
2,151
Total Right of use 77,993 8,920 (26) (5,755) 2,839 72,015

This item represents the discounted value of future lease instalments relating to multi-year lease contracts in place as of June 30, 2022.

The increase in the half year is mainly related to the renewal of 3 lease contracts for properties in which the branches of the Parent Company are located.

As regards the item "change in the scope of consolidation", it should be noted that the consolidation of the company Frigor Carni S.r.l. resulted in the entry of no. 2 leases relating to industrial buildings.

The data indicated above is represented by n. 101 leases: n. 44 relating to the industrial buildings in which some branches of the Parent Company and of the subsidiaries New Catering, Antonio Verrini S.r.l., Chef S.r.l., Frigor Carni S.r.l. are located. and no. 57 contracts relating to other assets.

3. Goodwill

(€thousand) Balance at
30.06.22
Purchases/other
movements
Balance at
31.12.21
Marr S.p.A. 137,352 0 137,352
AS.CA S.p.A. 8,634 0 8,634
New Catering S.r.l. 5,082 0 5,082
Antonio Verrini S.r.l. 9,314 0 9,314
Frigor Carni S.r.l. 6,628 6,628 0
Total Goodwill 167,010 6,628 160,382

Goodwill is not subject to amortization and the recoverability of its book value is verified at least annually and in any case when events occur that suggest a reduction of the same. The check is carried out at the level of the smallest aggregate on the basis of which the company management assesses, directly or indirectly, the return on the investment which includes the goodwill itself ("cash generating unit"). For the main assumptions used to determine the recoverable value, please refer to what is stated in the financial statements as at 31 December 2021.

It is also noted that the results achieved in the first half of 2022 are in line with those projected in the budget drawn up by the Board of Directors in November 2021 used for the purposes of the impairment test; for this reason, the Company's management has not identified "impairment indicators" such as to require the preparation of an interim impairment test, thus not recognizing any impairment of the assets. It should also be noted what has already been highlighted in the Directors' Report on the financial statements as at 31 December 2021 regarding the impact of the war in Ukraine, to confirm that the MARR Group does not entertain commercial relations with operators located in these territories that could negatively affect the value of the activity subject to comment.

As for the increase in the period, it relates to the purchase, finalized by the parent company MARR S.p.A. on 1 April 2022, of all the shares of the companies Frigor Carni S.r.l..

The following paragraph provides a summary of the effects resulting from the acquisition.

The transaction was accounted for on the basis of IFRS 3 - "Business combinations" as having the nature of an acquisition. As of June 30, 2022, just 3 months after the related acquisitions made on April 1, 2022, the fair value measurement of the assets and liabilities acquired has not yet been completed. As required by the aforementioned accounting standard, management will finalize the appropriate assessments within 12 months of the acquisition date, partially adjusting, if necessary, the values of the goodwill acquired.

Corporate aggregations realised during the first half-year

The purchase of Frigor Carni S.r.l., on 1 April 2022, had the following effects:

Goodwill 6,629
- Activities/(liabilities) acquired (331)
Total purchase consideration 6,298
Purchase consideration (€thousand)

The book values, determined in accordance with the IFRS at 31 March 2022 of the acquired company, and the amounts at the same date of each class of assets, liabilities and contingent liabilities of the acquired company, are illustrated below:

Book value of Activities and
(€thousand) acquired company liabilities acquired
Tangible and intangible assets 362 3,201
Inventories 0 0
Trade receivables 0 0
Cash and cash equivalents 10 10
Other current activities 0 0
Net financial indebtedness 0 0
Employee benefits (481) (481)
Provisions for risks and costs 0 0
Current trade liabilities 0 0
Other current payables (222) (3,061)
Total activities and liabilities acquired (331) (331)

The goodwill attributed to the acquisition is justified by the strategic value of the acquired company, operating in the market for the distribution of food products, in particular fish products, with particular reference to the Calabria region.

It should be noted that in the second quarter of 2022, from the first consolidation date of 1 April 2022 to 30 June 2022, the subsidiary Frigor Carni S.r.l. it generated sales revenues of approximately Euros 3.9 million.

The price paid in the half year by MARR for this acquisition amounts to 4,098 thousand Euros, to which is added an incremental price ("earn-out") of 2.2 million Euros, which is to be paid later.

Corporate aggregations realised after the closing of the half-year

There are no business combinations finalized after the closing of the half-year.

4. Other intangible assets

Below there are the movements of the item in the half-year:

(€thousand) Balance at
30.06.22
Purchases/
other
movements
Net decreases Depreciation Change in
consolidation
Balance at
31.12.21
Patents 1,682 403 0 (270) 9 1,540
Concessions, licenses, trademarks and similar rights 432 1 0 (12) 9 434
Intangible assets under development and advances 1,003 (32) 0 0 0 1,035
Other intangible assets 0 0 0 0 0 0
Total Other Intangible Fixed Assets 3,117 372 0 (282) 18 3,009

The increases in the half-year are mainly related to the purchase of new licenses, software and applications, partly entered into operation during the half-year, partly still in the implementation phase as of 30 June 2022 and therefore shown under the item "Intangible fixed assets in course and advance payments ".

5. Equity investments evaluated using the Net Equity Method

At 30 June 2022 this item amounted to 1,828 thousand Euros and represents the 34% stake in the associated company Jolanda de Colò S.p.A..

6. Non-current financial receivables

At 30 June 2022 this item amounted to 174 thousand of Euro (750 thousand of Euro at 31 December 2021) and mainly includes the portion beyond the year of interest-bearing financial receivables of the Parent Company from commercial partner companies and from road hauliers for the sale of transportation trucks with which MARR goods are delivered.

EXPLANATORY NOTES

7. Deferred tax assets and deferred tax liabilities

At 30 June 2022 this item amounted to a positive net balance of 1,464 thousand Euros mainly related to the allocation of taxed funds.

On the basis of the long-term plans approved, the management considers these receivables recoverable with future taxable income.

8. Other non-current assets

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Non-current trade receivables 6,289 7,666
Accrued income and prepaid expenses 2,831 3,463
Other non-current receivables 15,761 18,637
Total Other non-current assets 24,881 29,766

"Non-current trade receivables", equal to 6,289 thousand Euros (of which 400 thousand Euros with maturity beyond 5 years), mostly refer to agreements and deferred payments defined with some customers.

Prepayments are mainly linked to promotional contributions with customers of a long-term nature (the portion with maturity beyond 5 years is estimated at approximately 592 thousand Euros).

The item "Other non-current receivables" includes, in addition to receivables from the tax authorities for VAT on losses on receivables from former customers for 4,720 thousand Euros, also receivables from suppliers for 10,587 thousand Euros (12,948 thousand Euros at 31 December 2021).

Current assets

9. Inventories

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Finished goods and goods for resale
Foodstuff 70,789 43,972
Meat 20,287 11,368
Seafood 163,939 123,024
Fruit and vegetables 344 120
Hotel equipment 2,887 2,829
258,246 181,313
provision for write-down of inventories (1,368) (1,368)
Goods in transit 10,164 16,796
Packaging 4,043 3,111
Total Inventories 271,085 199,852

The inventories are not burdened by bonds or other restrictions on the right of ownership.

The increase compared to 31 December 2021 is mainly linked to the growing turnover recorded by the Group and the seasonality of the business that historically generates, at the beginning of the summer period, the highest inventory value. The amount of inventories of the company Frigor Carni S.r.l. (consolidated as of April 1, 2022) amounted to 2.7 million Euros as of June 30, 2022.

The changes in the half year are shown below:

(€thousand) Balance at
30.06.22
Other Change Change in
consolidation
Balance at
31.12.21
Finished goods and goods for resale 258,246 76,933 0 181,313
Goods in transit 10,164 (6,632) 0 16,796
Packaging 4,043 932 0 3,111
272,453 71,233 0 201,220
Provision for write-down of inventories (1,368) 0 0 (1,368)
Total Inventories 271,085 71,233 0 199,852

10. Current financial receivables

The item "Current financial receivables" is made up of:

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Financial receivables from Parent Companies 3,680 5,787
Total Current financial receivables 3,680 5,787

Receivables from parent companies are also all interest-bearing, at rates in line with market rates.

11. Financial instruments/derivatives

There are no derivative contracts in place as of 30 June 2022.

12. Current trade receivables

This item is made up of:

(€thousand) Balance at Balance at
30.06.22 31.12.21
Receivables from customers 449,820 353,902
Trade receivables from Parent Companies 23 2,546
Total current trade receivables from customers 449,843 356,448
Bad debt provision (46,785) (42,833)
Total net current trade receivables from customers 403,058 313,615
Balance at Balance at
(€thousand) 30.06.22 31.12.21
Trade receivables from customers 434,391 343,136
Receivables from Affiliated Consolidated Companies by the Cremonini Group 15,423 10,756
Receivables from Affiliated not Consolidated Companies by the Cremonini Group 6 10
Total current trade receivables 449,820 353,902

Receivables from customers, due within the year, deriving in part from normal sales operations and in part from the provision of services, were valued on the basis of what was previously indicated. Receivables are shown net of a bad debt provision of 46,785 thousand Euros, as highlighted in the following changes.

The balance of receivables in the first half of the year is historically higher than at the end of the year due to the seasonal nature of the business which determines, starting from this period of the year, a progressive increase in the volume of business.

The receivables "from Consolidated Affiliates of the Cremonini Group" (15,423 thousand of Euro), are analytically shown, together with the corresponding debt items, in Annex 2 of these Notes. These receivables are all commercial in nature.

The item Receivables from customers is net of a credit transfer program on an ongoing and without recourse basis following a Contract. As of June 30, 2022, the outstanding sold amounted to 80,614 thousand Euros (Euros 59,998 thousand Euros as of December 31, 2021).

Receivables in foreign currencies have been adjusted to the exchange rate in effect at 30 June 2022.

The bad debt provision, in the course of 2022, is moved as follows and the determination of the provision for the period reflects the exposure of receivables - net of the bad debt provision - at their estimated realizable value.

(€thousand) Balance at
30.06.22
Increases Other
movements
Decreases Consolidation
change
Balance at
31.12.21
- Tax-deductible provision 1,401 1,363 0 (1,811) 0 1,849
- Taxed provision 45,380 4,972 (36) (536) 0 40,980
- Provision for interest for late payments 4 0 0 0 0 4
Total Provision for write-down of
Receivables from customers 46,785 6,335 (36) (2,347) 0 42,833

The determination of the bad debt provision as at 30 June 2022 is the result of careful credit management timely modulated on the basis of creditworthiness and which made it possible to maintain a constant flow of collections. The management has considered adopting a prudent attitude regarding the provision for the half year in order to consider the financial difficulties of the sector operators in a market context that has recently restarted and which it is hoped will return to full levels of activity.

13. Tax assets

This item amounts to 1,595 thousand Euros and mainly includes the following:

  • 178 thousand Euros represented by residual tax credits (mainly from "holiday bonuses") sold mainly during the previous year to the Parent Company by customers against the payment of their own trade receivables, as part of a MARR strategy aimed at proximity to the customer in support of operators in the Italian hospitality sector;

  • 325 thousand Euros represented (charged to the income statement on the basis of the useful life of the assets) by the tax credit accrued by the Group on investments in capital goods pursuant to Law 160/2019 and Law 178/2020;

  • 518 thousand Euros of VAT credit of the parent company MARR SpA.

14. Cash and cash equivalents

The balance represents cash and cash equivalents and the existence of cash and securities at the closing date of the period.

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Cash and Cheques 7,465 6,505
Bank and postal accounts 151,597 243,489
Total Cash and cash equivalents 159,062 249,994

For the evolution of cash and cash equivalents, please refer to the cash flow statement for the first half of 2022, while for the composition of the net financial position, reference is made to the comments set out in the paragraph of the Directors' Report, "Analysis of the Net Financial Position".

15. Other current assets

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Accrued income and prepaid expenses
Other receivables
2,397
27,689
665
28,933
Total Other current assets 30,086 29,598

Di seguito il dettaglio della voce "Altri crediti".

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Guarantee deposits 149 164
Other sundry receivables 4,163 3,766
Provision for write-down of receivables from others (5,837) (5,592)
Receivables from social security institutions 675 576
Receivables from agents 2,243 2,170
Receivables from employees 24 41
Receivables from insurance companies 312 537
Advances and deposits 366 370
Advances to suppliers and supplier credit balances 25,537 26,825
Advances to suppliers and supplier credit balances from Associates 57 76
Total Other current receivables 27,689 28,933

The item "Advances and other receivables from suppliers" includes payments made to foreign suppliers (non-European) for the purchase of goods with "f.o.b. clause" or anticipations on the next fishing campaigns.

Until last December 31, 2021, the item also reclassified the contributions to be received from suppliers for promotional and marketing activities, which starting from this report are reclassified as a reduction of the item "Current commercial liabilities". For comparative purposes, therefore, the amount as at 31 December 2021, which amounted to a total of 48,416 thousand Euros, was reduced by the amount of contributions to suppliers for promotional and marketing activities for a total of 21,145 thousand Euros which were reclassified as a reduction of Payables to suppliers in the item "Current trade liabilities",

Receivables from foreign suppliers in foreign currencies have been adjusted to the exchange rate of 30 June 2022.

The provision for bad debts from others amounts to 5,837 thousand Euros and refers to receivables from agents for 1,100 thousand Euros and the remainder to trade receivables. During the half year, the provision showed the following changes:

(€thousand) Balance at
30.06.22
Increases Decreases Other
movements
Balance at
31.12.21
- Provision for Receivables from Others 5,837 450 (236) 31 5,592
Total Provision for write-down of Receivables
from Others
5,837 450 (236) 31 5,592

EXPLANATORY NOTES

LIABILITIES

16. Shareholders' Equity

As regards the changes in shareholders' equity, please refer to the relative statement of changes.

Share Capital

The decrease in share capital compared to 31 December 2021 is due to the purchase made by the parent company during the first half of 2022 of 129,380 treasury shares for a total nominal value of 65 thousand Euros, as already reported in the directors' report.

Share premium reserve

This reserve amounted to 63,348 thousand Euros as of 30 June 2022 and is unchanged compared to 31 December 2021.

Legal reserve

This reserve amounts to 6,652 thousand Euros and is unchanged compared to 31 December 2021.

Shareholders' contributions on account of capital

This reserve has not changed during the first half of 2022 and amounts to 36,496 thousand of Euro.

Reserve for transition to IAS/IFRS

This is the reserve, equal to 7,292 thousand Euros, created following the first adoption of the international accounting standards.

Extraordinary Reserve

This reserve amounts to 147,840 thousand Euros and during the half year it recorded an increase of 663 thousand Euros for the part of the profit for the year 2021 not distributed.

Reserve for exercised stock option

This reserve did not undergo any changes during the half-year since the repayment plan concluded in April 2007 and amounts to 1,475 thousand Euros.

Reserve IAS19

This reserve amounts to a negative value of 1,064 thousand Euros at 30 June 2022 and includes the value, net of the theoretical tax effect, of the actuarial losses and gains relating to the valuation of employee severance indemnity, as established by the amendments made to IAS 19 - " Employee benefits ", applicable to financial years starting from 1 January 2013. These profits / losses have been recognized, consistently with the provisions of IFRS, in equity and their change during the year has been highlighted (as required by IAS 1 revised, applicable from 1 January 2009) in the statement of comprehensive consolidated income.

The related deferred tax liabilities have been accounted for on the reserves in tax suspension (reserve pursuant to Art. 55 DPR 917/86 and 597/73), which at 30 June 2022 amounted to 1,440 thousand Euros.

On April 28, 2022, the Shareholders' Meeting approved the draft financial statements of MARR S.p.A. as at 31 December 2021 with the consequent resolution to allocate the profit for the year, of which 31,266 thousand Euros by way of dividends. The total amount of dividends approved on 28 April 2022 for 31,266 thousand Euros, as of 30 June 2022 was paid for 30,779 thousand Euros.

17. Non-current financial payables

Balance at Balance at
(€thousand) 30.06.22 31.12.21
Payables to banks - non-current portion 78,888 119,488
Payables to other financial institutions - non-current portion 99,853 99,842
Payables for the purchase of quotas or shares 2,200 0
Total non-current financial payables 180,941 219,330
Balance at Balance at
(€thousand) 30.06.22 31.12.21
Payables to banks (1-5 years) 76,337 119,488
Payables to banks (over 5 years) 2,551 0
Total payables to banks - Non-current portion 78,888 119,488
Balance at Balance at
(€thousand) 30.06.22 31.12.21
Payables to other financial institutions (1-5 years) (95) (94)
Payables to other financisl institutions (over 5 years) 99,948 99,936
Total payables to other financial institutions - Non-current portion 99,853 99,842

The decrease in long-term payables to banks is related to the ordinary progress of the repayment plans for existing loans and the payment of the related instalments due.

The item "Payables for the purchase of shares / equity investments" refers to the recognition of the earn-out of 2.2 million Euros envisaged in the agreement for the purchase of the assets of Frigor Carni di Viscomi Armando & C. S.a.s .., upon the achievement of specific objectives of turnover and EBITDA.

The following table provides a detailed description of the financial covenants in place at the end of the half year and the related loans:

Covenants Reference Date
Credit institutes Due date Residual value PFN/ Net
Equity
PFN/
EBITDA
EBITDA/
Net financial
charges
30 June 31
December
BNL 30/09/2023 29,987 =< 2,0 =< 3,0 >= 4,0
Credito Valtellinese 05/01/2024 5,025 =< 2,0 =< 3,5
Intesa - Tranche A 24/02/2023 7,993 =< 2,0 =< 3,5 >= 4,0
Intesa - Tranche B 24/02/2023 29,994 =< 2,0 =< 3,5 >= 4,0
Crédit Agricole 09/04/2026 6,669 =< 2,0 =< 4,0
Ubi Banca 20/05/2023 10,047 =< 2,0 =< 3,0
Popolare Emilia Romagna 25/10/2025 8,765 =< 2,0 =< 4,0
Crédit Agricole 28/06/2028 14,925 =< 2,0 =< 3,5
113,405
PRICOA Private Placement 29/07/2031 99,830 =< 1,5 =< 3,5 >= 4,0
99,830

It should be noted that as at 30 June 2022 all financial covenants were respected.

The book values compared with the relative fair values of non-current loans are:

(€thousand) Book Value
2022 2021 2022 2021
Payables to banks - non-current portion 78,888 119,488 78,357 118,857
Payables to other financial institutions - non-current portion 99,853 99,842 99,340 99,457
178,741 219,330 177,697 218,314

The difference between fair value and book value consists in the fact that the fair value is obtained by discounting the estimated future cash flows, while the book value is determined according to the amortized cost method.

18. Non-current lease liabilities (IFRS16)

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Financial payables for leases - Right of use (1-5 years)
Financial payables for leases - Right of use (over 5 years)
38,642
32,051
33,394
31,324
Total payables for leases - Right of use - Non-current portion 70,693 64,718

This item includes the financial debt mainly related to multi-year lease agreements of the properties at which some branches of the Parent Company and of the subsidiaries New Catering, Antonio Verrini S.r.l., Chef S.r.l. and Frigor Carni S.r.l. are located.

The liability was recognized in accordance with the provisions of IFRS16 which became effective from 1 January 2019 and is determined as the present value of future lease payments, discounted at a marginal interest rate which, based on the contractual duration envisaged for each individual contract, was identified in a range between 1% and 3%.

19. Employee benefits

The employment contract applied is that of companies operating in the "Tertiary, Distribution and Services" sector. At 30 June 2022 this item amounted to 8,124 thousand Euros.

20. Provisions for non-current risks and charges

(€thousand) Balance at
30.06.22
Other
movements
Provisions Uses Consolidation
change
Balance at
31.12.21
Provision for supplementary clients severance indemnity
Provision for specific risk
5,797
989
0
0
172
0
0
(380)
0
0
5,625
1,369
Total Provisions for non-current risks and
charges
6,786 0 172 (380) 0 6,994

The supplementary customer indemnity fund was set aside, in accordance with the provisions of IAS 37, on the basis of a reasonable estimate, taking into account the elements available, of the probable liability related to the future termination of relations with agents in force at 30 June 2022.

With regard to the disputes pending with the Customs Agency (which arose in 2007 with the object of the payment of preferential customs duties on certain imports of fish products and for which, despite the Company's appeals being rejected, the courts of first instance have ascertained the absolute extraneousness of the same to the alleged irregularities, as they are attributable exclusively to their suppliers) with the sentence no. 110/2020 issued by the Regional Tax Commission of Tuscany on 19 April 2021, the judges of merit have expressed themselves in favor of Company, fully confirming the provisions of the Supreme Court of Cassation with the order number 15358/19 of 16/04/2019.

Contingent liabilities.

In relation to disputes in court originating from the 3 inspection reports of INPS (notified on 5 March, 1 April and 23 April 2021) by reason of the solidarity bond pursuant to Article 29 of Legislative Decree 276 / 2003 relating to disputed omissions of contribution payments and / or undue compensation for contractors that have ceased to work for MARR, it is believed that no significant economic damage to MARR can arise. This assessment is supported by the significantly positive outcome of the first instance judgment relating to the first report and by the progress of the pending lawsuits for the remaining two minutes, as attested by their own legal counsel for litigation.

21. Other non-current liabilities

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Other non-current liabilities
Other non-current accrued expenses and deferred income
2,280
325
2,148
382
Total other non-current payables 2,605 2,530

The item "Other payables" is represented by security deposits paid by the transporters. The item "Accrued liabilities and deferred income" represents the portion beyond the year of deferred income on interest income to customers.

The amount of deferred income over 5 years is equal to 21 thousand Euros.

Current liabilities

22. Current financial payables

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Payables to banks 125,861 98,214
Payables to other financial institutions 1,164 1,874
Payables for the purchase of quotas or shares 2,000 3,000
Total Current financial payables 129,025 103,088

The increase in payables to banks - current portion is related to the ordinary progress of the repayment plans of existing loans and the payment of the related instalments due.

The item "Payables for the purchase of shares / equity investments" refers to the residual debt relating to the earn-out of a total of 3 million Euros which was provided for in the purchase agreement for the assets of Antonio Verrini & Figli. The agreement provided that the Parent Company had to pay the additional consideration of 3 million Euros upon the achievement of specific turnover and EBITDA targets in two tranches: 1 million Euros at March 31, 2022 and the remaining amount of 2 million Euros at 31 December 2022. The decrease in the half year reflects the payment of the amount corresponding to the first tranche.

The book value of short-term loans is reasonably in line with the fair value, as the impact of discounting is not significant.

23. Current lease liabilities (IFRS16)

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Financial payables for leases - Right of use 10,802 10,074
Total Payables for leases - Current portion 10,802 10,074

As also reported in paragraph 18 with reference to the non-current portion of financial payables for leases, it is recalled that the liability was recognized in accordance with the provisions of IFRS16 which became effective from 1 January 2019 and is determined as the current value of the future "lease payments", discounted at a marginal interest rate which, on the basis of the contractual duration envisaged for each single contract, has been identified in a range between 1% and 3%.

24. Financial instruments / derivatives

As of June 30, 2022, there are no derivative contracts.

25. Current tax liabilities

This item amounts to 21,212 thousand Euros (14,764 thousand Euros at 31 December 2021).

For MARR S.p.A., by reason of the ordinary terms of assessment and except for the currently pending tax disputes, the financial years 2017 and following are still verifiable by the tax authorities.

The item mainly includes the following:

  • payable for IRES and IRAP accrued in the first half of 2022 equal to 5,932 thousand Euros;

  • payable for IRES and IRAP relating to the year 2021 and not yet paid at the date of this report equal to 12,760 thousand of Euro;

  • payables to the tax authorities for personal income tax for employees and external collaborators, for a total of 1,661 thousand Euros;

  • payable for other taxes for a total of 475 thousand Euros.

26. Current trade liabilities

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Payables to suppliers 411,892 324,811
Trade payables to Parent Companies 603 689
Payables to Associated Companies consolidated by the Cremonini Group 37,462 34,296
Payables to other Correlated Companies 1,352 18
Total current trade liabilities 451,309 359,814

Trade payables mainly refer to balances deriving from transactions for the purchase of goods intended for marketing and due to commercial agents. They also include "Payables to associated companies consolidated by the Cremonini Group" for 37,462 thousand Euros, "Trade payables vs. Parent Companies "for 603 thousand Euros, the details of which are set out in Annex 2 of these Notes.

The item "Payables to suppliers" is shown net of receivables from suppliers for promotional and marketing contributions for a total of 20,620 thousand Euros (21,145 thousand on 30 June 2021).

27. Other current liabilities

(€thousand) Balance at
30.06.22
Balance at
31.12.21
Accrued income and prepaid expenses due 895 156
Other payables 15,383 12,932
Total other current liabilities 16,278 13,088

The item "Other payables" mainly includes the following items:

  • advances from customers and other payables to customers for 1,534 thousand Euros;

EXPLANATORY NOTES

  • payables to personnel for emoluments of 7,549 thousand Euros and payables for holidays / leave and additional monthly payments of 1,323 thousand Euros;
  • payables to welfare and social security institutions for 2,820 thousand Euros;
  • earn-out of 2 million Euros related to the purchase of the investment in Frigor Carni S.r.l.;
  • payable to shareholders for 488 thousand Euros for dividends not yet distributed as at 30 June 2022.

Guarantees, securities and commitments

These are guarantees given both by third parties and by the Group for debts and other obligations.

Sureties (for a total of 40 thousand Euros)

Relating to:

  • sureties given by MARR S.p.A. in favor of financial institutions in the interest of subsidiaries. At 30 June 2022, this item amounted to 40 thousand Euros and refers to the credit lines granted to investee companies, as detailed below:
(€thousand) Balance at
30.06.22
Balance at
31.12.21
Guarantees
AS.CA S.p.A.
Antonio Verrini S.r.l.
0
40
0
40
Total Guarantees 40 40

Other risks and commitments

This item includes, for 8,459 thousand Euros, the values relating to letters of credit issued by some credit institutions to guarantee obligations undertaken by the Parent Company with some foreign suppliers.

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

28. Revenues

Revenues are composed of:

30.06.22 30.06.21
(€thousand) (6 months) (6 months)
Net revenues from sales - Goods 852,021 529,874
Revenues from Services 69 53
Advisory services to third parties 108 59
Manufacturing on behalf of third parties 8 6
Rent income (typical management) 6 6
Other services 64 74
Total revenues 852,276 530,072

Revenues from sales in the first half of 2022 amounted to 852.3 million Euros, compared to 530.1 million in the same period of the previous year.

For an analysis of the revenue trend in the first half of 2022 and a comparison with the same period of the previous year, please refer to what is set out in the Directors' Report on operations.

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

(€thousand) 30.06.22
(6 months)
30.06.21
(6 months)
Italy 798,417 490,742
European Union 32,203 24,656
Extra-EU countries 21,656 14,674
Total 852,276 530,072

29. Other revenues

The Other revenues are broken down as follows:

(€thousand) 30.06.22 30.06.21
(6 months) (6 months)
Contributions from suppliers and others 77 48
Other Sundry earnings and proceeds 464 1,121
Reimbursement for damages suffered 597 211
Reimbursement of expenses incurred 180 156
Recovery of legal taxes 52 28
Capital gains on disposal of assets 31 15
Total other revenues 1,401 1,579

On 30 June 2021 the item "Contributions from suppliers and others" was shown for the amount of 10,375 thousand of Euro and included for 10,326 thousand of Euro the amount of contributions received from suppliers for the promotional and marketing activities carried out (contributions marketing, fixed and variable promotional contributions, centralization of flows) which for comparative purposes has been reclassified as a reduction of the item "Purchase of goods".

30. Purchase of goods for resale and consumables

This item is composed of:

30.06.22 30.06.21
(€thousand) (6 months) (6 months)
Purchase of goods 745,600 446,000
Purchase of packages and packing material 3,540 1,628
Purchase of stationery and printed paper 556 333
Purchase of promotional and sales materials and catalogues 112 40
Purchase of various materials 297 173
Fuel for industrial motor vehicles and cars 417 204
Total purchase of goods for resale and consumables 750,522 448,378

With regard to the trend in the cost of purchases of goods intended for marketing, please refer to the Directors' Report. As already mentioned, at 30 June 2022 the item "Purchase of goods" is shown net of both the bonuses recognized by suppliers upon the achievement of certain turnover targets and purchase volumes for the amount of 4,456 thousand Euros (3,184 thousand at 30 June 2021) and the contributions received from suppliers for the promotional and marketing activities carried out by the Group for them for the amount of 20,620 thousand of Euro (10,326 thousand of Euro at 30 June 2021).

31. Personnel costs

The item as at 30 June 2022 amounted to 22,273 thousand Euros (16,236 thousand Euros as of 30 June 2021) and includes all expenses for employees, including holiday accruals and additional months, as well as related social security charges, in addition to '' provision for severance pay and other contractually provided costs.

The Personnel cost recorded an increase of 6.0 million Euros linked to three joint effects: the lower use of social safety nets, the increase in the Group's workforce, the timing of entry of the new acquired companies into the Group and the consequent incidence of the labour cost item on the aggregate cost. With regard to social safety nets, it should be noted that during the first half of 2022 the hours of social safety nets used amounted to 99,796, while in the first half of 2022 they were not used. As for the number of employees, these went from 921 units at 30 June 2021 to 1,003 units on 30 June 2022. The entry into the group of the subsidiary Frigor Carni S.r.l. involved the entry of a number of employees equal to 35 units, the remaining increase is almost entirely attributable to the new hires made by the parent company MARR S.p.A.

Finally, in the comparison in absolute terms of the Personnel cost at 30 June 2022 with that at 30 June 2021, it must be considered that in the first half of 2022 the item of the labour cost of the subsidiaries Antonio Verrini S.r.l. and Chef S.r.l. unipersonale had a full impact for 6 months for a total of 3.08 million Euros, while on 30 June 2021 it had impacted for 1.74 million Euros corresponding to 3 months of operation due to the fact that the entry into the area consolidation of the two companies took place from 1 April 2021. The subsidiary Frigor Carni S.r.l. on the other hand, it is consolidated starting from April 1, 2022 and its Personnel cost has affected the total cost of labor as of June 30, 2022 for 331 thousand Euros.

32. Amortizations, depreciations and provisions

This item is composed of:

(€thousand) 30.06.22
(6 months)
30.06.21
(6 months)
Depreciation of tangible assets 3,727 3,453
Amortization of intangible assets 282 215
Depreciation of right of use 5,756 4,879
Adjustment to provision for supplementary clientele severance
indemnity 172 241
Provision for risk and loss fund 0 312
Total amortization, depreciation and provisions 9,937 9,100

The increase in the amortization charge for the right of use is mainly related to the fact that in the comparison with the same period of the previous year it must be considered that since the companies Antonio Verrini S.r.l., Chef S.r.l. singlemember companies were consolidated starting from April 1, 2021, by June 30, 2021 the amortization quotas of the lease

contracts had accrued only in relation to 3 months, while at June 30, 2022 for the entire semester. Furthermore, Frigor Carni S.r.l. was consolidated only starting from 1 April 2022. Furthermore, compared to the previous period in the first half of 2022, the amortization of the lease payments of the premises of the new Piacenza distribution platform, whose contracts were signed, weighed for 582 thousand Euros at the end of the 2021 financial year.

33. Losses due to impairment of financial assets

This item is composed of:

(€thousand) 30.06.22
(6 months)
30.06.21
(6 months)
Allocation of taxable provisions for bad debts
Allocation of non-taxable provisions for bad debts
5,423
1,363
5,951
1,090
Total Losses due to impairment of financial assets 6,786 7,041

At 30 June 2022, the item fully includes the provision to the bad debt provision for adjustment to the presumed realizable value.

34. Other operating costs

Details of the main items of "Other operating costs" are shown below:

(€thousand) 30.06.22 30.06.21
(6 months) (6 months)
Operating costs for services 115,885 73,452
Operating costs for leases and rentals 250 214
Operating costs for other operating charges 944 889
Total other operating costs 117,079 74,555

Operating costs for services mainly include the following items: costs for the sale, handling and distribution of our products for 96,173 thousand Euros (59,066 thousand Euros in the first half of 2021), costs for energy consumption and utilities for 10,258 thousand Euros (5,128 thousands Euros in the first half of 2021), porterage costs, third party work and other cargo handling charges for 1,569 thousand Euros (1,353 thousand Euros in the first half of 2021), and maintenance costs for 3,058 thousand Euros (2,334 thousand Euros in the first half of 2021).

The costs for the use of third party assets amounted to a total of 250 thousand Euros (214 thousand Euros in the same period of 2021) and refer to lease contracts with a duration of less than one year not falling within the scope of IFRS16.

Operating costs for other management charges mainly include the following items: "other indirect taxes, taxes and similar charges" for 415 thousand Euros, "expenses for credit recovery" for 121 thousand Euros and "taxes and municipal taxes" for 163 thousand Euros.

35. Financial income and charges

Details of the main items of "Financial income and charges" are shown below:

30.06.22 30.06.21
(€thousand) (6 months) (6 months)
Financial charges 3,162 6,133
Financial income (363) (306)
Foreign exchange (gains)/losses (80) (535)
Total financial (income) and charges 2,719 5,292

The net effect of the exchange balances mainly reflects the trend of the Euro against the US Dollar, the reference currency in imports of non-EU goods.

It should be noted that on 30 June 2021 the item "Financial charges" included the amount of approximately 2.9 million Euros referring to the accounting of the make whole clause following the early repayment on 23 July 2021 of the last tranche of the residual debt of 33 million dollars relating to the USPP bond loan signed in July 2013 and with an original maturity in July 2023.

36. Income (charge) from investment at equity value

At 30 June 2022 there were no losses for the valuation at equity of the investment in the associate Jolanda de Colò S.p.A.. At 30 June 2021 this item amounted to a loss of 154 thousand Euros, due to the loss accrued in the period.

37. Taxes

(€thousand) 30.06.22
30.06.21
(6 months)
(6 months)
Ires-Ires charge transferred to Parent Company
Irap
Previous years tax
Net provision for deferred tax liabilities
4,716
1,231
0
(855)
1,011
649
0
(1,142)
Total taxes 5,092 518

38. Earnings / (losses) per share

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

(Euros) 30.06.22
(6 months)
30.06.21
(6 months)
Basic Earnings Per Share 0.16 0.02
Diluted Earnings Per Share 0.16 0.02

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

(€thousand) 30.06.22
(6 months)
30.06.21
(6 months)
Profit/(Loss) for the period
Minority interests
10,501
0
1,131
0
Profit/(Loss) used to determine basic and diluted earnings per share 10,501 1,131
Number of shares:
(number of shares) 30.06.22
(6 months)
30.06.21
(6 months)
Weighted average number of ordinary shares used to determine basic earning per share
Adjustments for share options
66,395,740
0
66,525,120
0
Weighted average number of ordinary shares used to determine diluted earning per share 66,395,740 66,525,120

II Basic Earning Per Share = (Profit/(Loss) for the period in Euro) / (Weighted average number of ordinary shares)

Diluted Earning Per Share = (Profit/(Loss) for the period in Euro) / (Weighted average number of ordinary shares with dilution effect)

Earnings:

Net financial position

The following table represents the trend in net financial position:

MARR Consolidated
(€thousand)
30.06.22 31.12.21 30.06.21
A. Cash 7,465 6,505 4,517
Bank accounts 151,596 243,467 291,920
Postal accounts 0 22 18
B. Cash equivalent 151,596 243,489 291,938
C. Liquidity (A) + (B) 159,061 249,994 296,455
Current financial receivable due to Parent company 3,680 5,787 4,567
Others financial receivable 0 0 1,754
D. Current financial receivable 3,680 5,787 6,321
E. Current derivative/financial instruments 0 0 2,730
F. Current Bank debt (48,835) (45,987) (60,874)
G. Current portion of non current debt (77,026) (52,227) (154,449)
Other financial debt (3,163) (4,874) (32,355)
H. Other current financial debt (3,163) (4,874) (32,355)
I. Current lease liabilities (IFRS16) (10,802) (10,074) (9,957)
J. Current financial debt (F) + (G) + (H) + (I) (139,826) (113,162) (257,635)
K. Net current financial indebtedness (C) + (D) + (E) + (J) 22,915 142,619 47,871
L. Non current bank loans (78,889) (119,489) (181,049)
M. Non-current derivative/financial instruments 0 0 0
N. Other non current loans (102,053) (99,842) (2,000)
O. Non-current lease liabilities (IFRS16) (70,693) (64,718) (51,286)
P. Non current financial indebtedness (L) + (M) + (N) + (O) (251,635) (284,049) (234,335)
Q. Net financial indebtedness (K) + (P) (228,720) (141,430) (186,464)

For an analysis of the main changes, please refer to what is reported in the attached Directors' Report.

Rimini, 4 August 2022

° ° °

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 List of equity investments, including those falling within the scope of consolidation as at 30 June 2022.
  • Appendix 2 Table summarising the relations with parent companies, subsidiaries and associates at 30 June 2022.
  • Appendix 3 Reconciliation of liabilities deriving from financing activities as at 30 June 2022 and at 30 June 2021.
  • Appendix 4 Table showing the essential data from Cremonini S.p.A. and consolidated financial statements as at 31 December 2021.

Appendix 1

MARR GROUP LIST OF EQUITY INVESTMENTS INCLUDING THOSE FALLING WITHIN THE SCOPE OF CONSOLIDATION AT 30 JUNE 2022

Co
any
mp
He
dq
rte
a
ua
rs
S
ha
re
D
ire
ct
In
d
ire
l
ct
ntr
co
o
l
ita
cap
l
ntr
co
o
Co
any
mp
S
ha
re
(
€t
ho
d
)
usa
n
S.p
A.
Ma
rr
he
l
d

COMPANIES CONSOLIDATED ON A LINE-BY-LINE BASIS:

Co
Pa
nt
re
an
y
mp
:
-
A
R
R
S.p
A.
M
R
im
in
i
3
3,
2
6
3
Su
bs
i
d
iar
ies
:
-
A
S.
C
A.
S.p
A.
Sa
R.
R
N
lo
d
(
)
i
nta
rca
ng
e
5
1
8
1
0
0.
0
%
I
S.
A.u
Ma
Fo
ds
ice
be
ica
rr
o
erv
r
(
Sp
)
Ma
dr
i
d
in
a
6
0
0
0
0.
0
%
1
Ne
Ca
S.r
l.
ing
ter
w
Sa
lo
R.
(
R
N
)
d
i
nta
rca
ng
e
3
4
0
0.
0
%
1
An
S.r
l.
io
Ve
in
i
to
n
rr
Sa
lo
R.
R
N
d
i
(
)
nta
rca
ng
e
2
5
0
1
0
0.
0
%
C
S.r
l. u
le
he
f
ip
n
ers
on
a
Sa
lo
R.
R
N
d
i
(
)
nta
rca
ng
e
1
0
0
1
0
0.
0
%
Ca
S.r
l.
Fr
ig
i
or
rn
Sa
lo
R.
R
N
d
i
(
)
nta
rca
ng
e
1
0
0
1
0
0.
0
%

INVESTMENTS VALUED AT EQUITY:

As
iat
so
c
es
:
-
lan
De
Co
l
S.p
A.
J
da
ò
o
lm
(
U
D
)
Pa
an
ov
a
8
4
6
3
4.
0
%
------------------------------------------------------------------------------------------------ ----------------------------------------------- ------------- ------------------- -- --

EQUITY INVESTMENTS VALUED AT COST:

Ot
he
ies
r c
om
an
p
:
-
Ce
Ag
A
R
S.p
A.
l
im
im
ine
ntr
ent
o
ro-
are
se
R
im
in
i
9,
6
9
7
1.
6
6
%

Appendix II

Table summarising the relations with parent companies, subsidiaries and associates at 30 June 2022

FIN
ANC
IAL
RE
LAT
ION
S
ECO
NOM
IC R
ELA
TIO
NS
COM
PAN
Y
REC
EIVE
BLE
S
PAY
ABL
ES
REV
ENU
ES
COS
TS
Trad
e
Othe
r
Fina
ncia
l
Trad e Othe
r
Fina
ncia
l
Sale
of g
ood
s
Perf
orm
ance
of s
ervi
ces
Othe
r reve
nue
s
Fina
l Inco
ncia
me
Purc
has
e of
goo
ds
(by
prod
ucti
on)
Purc
has
e of
goo
ds
(by
logi
stic
)
Serv
ices
Lea
and
ses
rent
al
Othe
ing cha
erat
r op
rges
Pers
el cos
onn
ts
Fina
l cha
ncia
rges
From
Par
Com
ies:
ent
pan
Crem
onin
i S.p
.A. (
*)
23 275 3,68
0
603 16,1
91
2 9 612 6
Tota
l
23 275 3,68
0
603 16,1
91
0 2 0 0 9 0
0
612 0 0 0 6
From
olid
ated
sub
sidi
arie
unc
ons
s:
Tota
l
0 0 0 0 0 0 0 0 0 0 0
0
0 0 0 0 0
From
Ass
ocie
ted
Com
ies:
pan
Jola
nda
De C
olò
3
Tota
l
0 0 0 0 0 0 3 0 0 0 0
0
0 0 0 0 0
From
Aff
iliate
d Co
nies
(**)
mpa
Cre
ini G
mon
roup
C&P
S.r.
l.
Cast
elfrig
o S.
r.l.
Chef
Exp
S.p
.A.
ress
Fiora
ni &
C. S
.p.a.
Ges
.Car
. S.r
.l.
Glob
al Se
rvice
S.r.
l.
Gua
rdam
iglio
S.r.l
Inalc
a Fo
od a
nd B
S.r.l
ever
age
Inalc
a S.
p.a.
Italia
Alim
enta
ri S.p
.a.
Road
hous
e Gr
ill Ro
ma S
.r.l.
Road
hous
e S.
p.A.
636
4,75
6
1
3
1,47
8
4
713
7,83
2
4
5
40
3
32,3 67
3,42
9
374
26
32
1,23
4
2
7
534
6,39
6
1
15
5,32
7
41
3
1,65
3
18,6
10
109 2
964
2
74
11,9
44
40,3
23
3,40
0
2,54
2
32,3
29
0
0
600
1
0
26
Tota
l
15,4
23
52 0 37,4 62 9 0 32,5
80
109 968 0 55,7
41
34,8
71
601 0 26 0 0
From
Aff
iliate
d Co
nies
mpa
Frigo
r Ca
rni S
.a.s.
Frigo
r Fis
h S.a
.s.
Le C
upol
e S.
r.l.
Sca
lo S.
n.c.
Time
Ven
ding
S.r.
l.
Verr
ini H
oldin
g S.
r.l.
Verr
ini Im
mob
iliare
S.p
.A.
Tota
l
6
6
27
10
11
48
0 1,26
5
55
31
1
1,35
2
682
682
1,79
3
3,25
2
996
2,30
9
8,35
0
0 0 6
10
58
74
0 2,04
2,04
4
4
0
28
1
1
30
1
1
0 0 13
49
7
34
103
Tota
l
15,4
29
100 0 0
38,8
14 691 8,35
0 0
32,5
80
109 1,04
2
0 85
57,7
34,8
71
631 1 26 0 103

(*) The items in the Other Receivables columns relate to the residual IRES receivables for requests of reimbursement regarding to the personel cost not deducted to Irap in the years 2007-2011, transferred to the Parent Company w ithin the scope of of the National Consolidated tax base; the amount in the the other payables is related to the IRES balance of the year 2019. Trade receivables and payables include the net amount of VAT transferred to Cremonini w ithin the scope of the Group VAT liquidation.

(**) The total amount of trade receivables and payables are reclassified under "Receivables from customer" and "Suppliers" respectively.

Ote
From
r Re
late
d Pa
rties
Boar
d of
Direc
tors
MAR
R S.
p.A.
Direc
tors
of A
nton
io Ve
rrini
S.r.l
Direc
tors
of F
rigor
Car
ni S.
r.l.
447
5
8
329
80
38
Tota l 0
0
0 0 460 0 0 0 0 0 0 447 0 0 0 0

Appendix III

Reconciliation of liabilities deriving from financing activities as at 30 June 2022 and at 30 June 2021

No
n-f
ina
nci
al
cha
nge
s
Ot
her
ch
es/
ang
Exc
han
rat
ge
es
alu
Fai
r v
e
30
/06
/20
22
Ca
flo
sh
ws
las
sifi
ion
cat
rec
s
Pu
rch
ase
s
riat
ion
va
s
riat
ion
va
31
/12
/20
21
Cu
ble
ba
nk
s to
rren
48,
835
2,
848
0 0 0 0 45,
987
t p
aya
Cu
ion
of n
t d
ebt
ort
rren
on
cur
ren
77,
026
(
28,
324
)
53,
153
0 0 (
30)
52,
227
t p
Cu
ial p
ble
lace
n E
UR
t fin
s fo
r b
ond
ivat
nt i
rren
anc
me
675 (
698
)
697 0 0 0 676
aya
pr
e p
Ot
t fin
ial p
ble
her
cu
rren
anc
s
0 0 0 0 0 0 0
aya
Cu
t fin
ial p
ble
s fo
rcha
of q
sha
uot
rren
anc
se
as
or
res
2,
000
(
5,
098
)
0 4,
098
0 0 3,
000
aya
r pu
Cu
r IF
RS
t fin
ial p
ble
s fo
16
leas
ont
ract
rren
anc
e c
s
10,
802
(
5,
03
1)
2,
920
2,
839
0 0 10,
074
aya
Cu
ial p
ble
t fin
s fo
r d
ivid
end
d a
nd
dis
trib
d
not
ute
rren
anc
aya
s a
ppr
ove
488 (
31,
977
)
31,
267
0 0 0 1,1
98
To
tal
al
les
fina
nci
ab
nt
cu
rre
pay
139
826
,
(
68,
280
)
88,
037
6,
937
0 (
30)
113
,1
62
Cu
ble
s/(r
ivab
les)
fo
r he
dg
ing
fina
ncia
l ins
t p
tru
nts
rren
aya
ece
me
0 0 0 0 0 0 0
To
tal
al
fina
nci
ins
nt
tru
nts
cu
rre
me
0 0 0 0 0 0 0
No
ble
ba
nk
t p
s to
n-cu
rren
aya
78,
889
12,5
53
(
53,
153
)
0 0 0 119
489
,
No
t fin
ial p
ble
s fo
r b
ond
ivat
lace
nt i
n E
UR
n-cu
rren
anc
aya
pr
e p
me
99,
853
0 0 0 0 11 99,
842
No
ial p
ble
r IF
RS
leas
t fin
s fo
16
ont
ract
n-cu
rren
anc
aya
e c
s
70,
693
0 5,
975
0 0 0 64,
718
No
ial p
ble
t fin
s fo
rch
of
sh
tas
n-cu
rren
anc
aya
r pu
ase
quo
or
are
s
2,
200
0 0 2,
200
0 0 0
To
tal
fin
ial
les
ab
ent
no
n-c
urr
anc
pay
25
635
1,
12,5
53
(
47,
178
)
2,
200
0 11 284
049
,
No
ble
les)
l ins
s/(r
ivab
fo
r he
dg
ing
fina
ncia
t p
tru
nts
n-cu
rren
aya
ece
me
0 0 0 0 0 0 0
To
tal
ial
fin
ins
ent
tru
nts
no
n-c
urr
anc
me
0 0 0 0 0 0 0
To
tal
lia
bili
fro
fina
al
tie
risi
nci
ivit
ies
act
s a
ng
m
39
46
1,
1
(
27
)
55
,7
40
85
9
,
9,1
37
0 (
19)
39
21
7,
1
Re
Ca
St
Ind
cili
ati
of
riat
ion
ith
sh
Flo
(
ire
Me
tho
d)
ate
nt
ct
con
on
va
s w
ws
me
Ca
low
sh f
s (n
f ou
ing
for
uisi
tion
of
sub
sidi
arie
er)
et o
tgo
acq
s o
r m
erg
(
50,
629
)
Ca
sh f
low
s fo
of
l de
allm
fo
f V
ni S
.r.l.
the
idua
bt
inst
r th
has
erri
ent
ent
r pa
ym
res
e p
urc
e o
(
000
)
1,
Ot
her
ch
es/
lass
ifica
tion
ang
rec
s
40,
859
Exc
han
aria
tion
rate
ge
s v
s
0
lue
Fair
iatio
va
var
n
(
19)
T
l de
taile
ble
d v
aria
tion
s in
the
ota
ta
(
10,
78
9)
Ot
her
ch
in f
inan
cial
liab
ilitie
ang
es
s
(
1,7
21)
Ne
Rig
t ch
e in
hts
of u
ang
se
6,7
03
Ne
t lo
eive
d
w n
on-
cur
ren
ans
rec
15,
000
Ne
t ch
fin
ial i
ets/
der
e in
ivat
nst
ang
anc
rum
es
0
No
t lo
nt
n-cu
rren
ans
re
pay
me
(
30,
77
1)
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
(
10,
78
9)
No
al
n-f
ina
nci
cha
nge
s
Ot
her
ch
es/
ang
Ex
cha
tes
nge
ra
Fai
alu
r v
e
30
/06
/20
21
Ca
sh
flo
ws
las
sifi
ion
cat
rec
s
Pu
rch
ase
s
riat
ion
va
s
riat
ion
va
31
/12
/20
20
Cu
ble
ba
nk
t p
s to
rren
aya
60,
874
(
5,
810
)
0 0 0 0 66,
684
Cu
ion
of n
t d
ebt
t p
ort
rren
on
cur
ren
154
449
,
(
28,
883
)
83,
207
0 0 0 100
125
,
Cu
t fin
ial p
ble
s fo
r b
ond
ivat
lace
nt i
n U
S d
olla
rren
anc
aya
pr
e p
me
rs
31,
279
(
644
)
30,
450
0 876 0 597
Cu
t fin
ial p
ble
s fo
r IF
RS
16
leas
ont
ract
rren
anc
aya
e c
s
9,
957
(
4,
1)
57
372 628
5,
0 0 8,
528
Cu
ial p
ble
r le
t fin
s fo
asin
ont
ract
rren
anc
aya
g c
s
0 (
56)
0 0 0 0 56
Cu
ial p
ble
t fin
s fo
rch
of
sh
tas
rren
anc
aya
r pu
ase
quo
or
are
s
1,
05
1
(
4,
879
)
0 5,
930
0 0 0
To
tal
fin
ial
ab
les
nt
cu
rre
anc
pay
257
610
,
(
44
843
)
,
114
029
,
11,
558
876 0 175
990
,
Cu
ble
s/(r
les)
l ins
ivab
fo
r he
dg
ing
fina
ncia
t p
tru
nts
rren
aya
ece
me
25 (
6)
0 0 0 25 6
To
tal
al
fina
nci
ins
nt
tru
nts
cu
rre
me
25 (
6)
0 0 0 25 6
No
ble
ba
nk
t p
s to
n-cu
rren
aya
181
049
,
60,
000
(
83,
205
)
0 0 0 204
254
,
No
t fin
ial p
ble
s fo
lace
n U
S d
olla
r b
ond
ivat
nt i
n-cu
rren
anc
aya
pr
e p
me
rs
0 0 (
26,
812
)
0 0 0 26,
812
No
ial p
ble
r IF
RS
leas
t fin
s fo
16
ont
ract
n-cu
rren
anc
aya
e c
s
51,
286
0 6,
352
0 0 0 44
934
,
No
ial p
ble
r le
t fin
s fo
asin
ont
ract
n-cu
rren
anc
aya
g c
s
0 0 0 0 0 0 0
No
t fin
ial p
ble
s fo
rch
of
sh
tas
n-cu
rren
anc
aya
r pu
ase
quo
or
are
s
2,
000
0 0 2,
000
0 0 0
To
tal
fin
ial
ab
les
ent
no
n-c
urr
anc
pay
234
335
,
60,
000
(
103
665
)
,
2,
000
0 0 276
000
,
No
ble
les)
l ins
s/(r
ivab
fo
r he
dg
ing
fina
ncia
t p
tru
nts
n-cu
rren
aya
ece
me
0 (
49)
0 0 0 0 49
To
tal
fin
ial
ins
ent
tru
nts
no
n-c
urr
anc
me
0 (
49)
0 0 0 0 49
To
tal
lia
bili
ial
tie
risi
fro
fin
ivit
ies
act
s a
ng
anc
m
49
1,
97
0
15,
102
10,
36
4
13,
55
8
87
6
25 45
2,
04
5
Re
Ca
St
Ind
cili
ati
of
riat
ion
ith
sh
Flo
(
ire
Me
tho
d)
ate
nt
ct
con
on
va
s w
ws
me
Ca
sh
flow
s (n
f ou
for
of
sub
sid
er)
ing
uisi
tion
iarie
et o
tgo
acq
s o
r m
erg
19,
98
1
Ot
clas
her
ch
es/
sific
atio
ang
re
ns
10,
364
Exc
han
aria
tion
rate
ge
s v
s
876
Fair
lue
iatio
va
var
n
25
T
l de
tail
ed
iatio
in t
he
tab
le
ota
var
ns
31
24
6
,
Ot
cial
lia
bilit
her
ch
in f
inan
ies
ang
es
(
7,
622
)
Ne
Rig
t ch
e in
hts
of u
ang
se
7,
78
1
Ne
t lo
ceiv
ed
w n
on-
cur
ren
ans
re
80,
000
Ne
t ch
e in
fin
ial p
ble
s fo
r d
eriv
ativ
ang
anc
aya
es
(
30)
No
t lo
nt
n cu
rren
ans
re
pay
me
48
883
(
)
,
Tot
al c
Ca
Flow
s St
han
sh
n b
fin
ing
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Appendix IV

Main figures' Statement of the last Cremonini S.p.A. financial statements and consolidated
financial statements - MARR S.p.A. parent company -
Financial Statements as at 31 December 2021
Financial Statements (in thousands of Euros) Consolidated fianancial
statements
BALANCE SHEET
ASSETS
81.395 Tangible assets 1.224.932
0 Rights of use assets 321.939
10 Goodwill and other intangible assets 240.997
263.250 Investments 31.055
118 Non-current assets 106.849
344.773 Total non-current assets 1.925.772
0 Inventories 552.287
52.443 Receivables and other current assets 729.304
23.157 Cash and cash equivalents 343.491
75.600 Total current assets 1.625.082
420.373 Total assets 3.550.854
LIABILITIES
321.587 Shareholders' equity: 1.004.454
67.074 Share capital 67.074
226.435 Reserves 531.280
28.078 Net profit (loss) 23.412
0 Minority interest 382.688
36.870 Non-current financial payables 1.038.875
317 Employee benefits 24.550
102 Provisions for risks and charges 18.107
3.851 Other non-current liabilities 37.596
41.140 Total non-current liabilities 1.119.128
39.321 Current financial payables 504.695
18.325 Current liabilities 922.577
57.646 Total current liabilities 1.427.272
420.373 Total Liabilities 3.550.854
INCOME STATEMENT
7.264 Revenues 3.981.291
884 Other revenues 95.766
0 Changes in inventories (26.139)
0 Internal works performed 7.446
(63) Purchase of goods (2.772.056)
(4.338) Other operating costs (571.500)
(4.033) Personnel costs (399.363)
(3.085) Amortization (155.200)
0 Depreciation and Allocations (28.918)
31.363 Income from investments 556
(369) Financial income and charges (33.575)
0 Profit from business aggregations 0
27.623 Profit before taxes 98.308
455 Taxes (32.750)
28.078 Net profit (loss) before consolidation 65.558
0 Minority interest's profit (loss) (42.146)
28.078 Consolidated Net profit (loss) 23.412

STATEMENT OF CONDENSED CONSOLIDATED FINANCIAL STATEMENT PURSUANT TO ART. 154-BIS OF LEGISLATIVE DECREE 58 DATED 24 FEBRUARY 1998

    1. The undersigned Francesco Ospitali in the quality of Chief Executive Officer, and Pierpaolo Rossi, in the quality of Manager responsible for the drafting of the corporate accounting documents of MARR S.p.A., hereby certify, also taking into account that provided by art. 154-bis, paragraphs 3 and 4, of Legislative Decree 58 dated 24 February 1998:
    2. the adequacy in relation to the characteristics of the company and
    3. the effective application,

of the management and accounting procedures for the drafting of the interim condensed consolidated financial statement, during the first half-year 2022.

    1. The assessment of the adequacy of the management and accounting procedures for the drafting of the interim condensed consolidated financial statement as at 30 June 2022 was based on a process defined by MARR S.p.A. in coherence with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission, which is an internationally accepted general reference framework.
    1. It is also certified that:

a) the interim condensed consolidated financial statements:

  • are prepared in conformity with the internationally applicable accounting principles recognised in the European Community pursuant to regulation (EC) 1606/2002 of the European Parliament and Council dated 19 July 2002; - correspond to the findings in the accounts books and documents;

  • are suited to providing a truthful and correct representation of the equity, economic and financial situation of the author and the group of companies included in the scope of consolidation.

b) the interim directors' report on management includes a reliable analysis of the significant events occurred in the first six month of the business year and of their effect on the interim condensed consolidated financial statement, together with a description of the main risks and uncertainties to which they are exposed for the remaining six months of the business year. The intermediate report on management also includes a credible analysis of the information on the significant operations with related parties.

Rimini, 4 August 2022

Francesco Ospitali

Pierpaolo Rossi

Chief Executive Officer

Manager responsible for the drafting of corporate accounting documents

REVIEW REPORT ON CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

To the Shareholders of MARR SpA

Foreword

We have reviewed the accompanying condensed consolidated interim financial statements of the MARR Group as of 30 June 2022, which comprise the statement of consolidated financial position, the consolidated statement of profit and loss, the consolidated statement of other comprehensive income, the consolidated statement of changes in shareholders' equity, the consolidated cash flows statement and the related explanatory notes. The Directors are responsible for the preparation of the condensed consolidated interim financial statements in accordance with International Accounting Standard 34 applicable to interim financial reporting as adopted by the European Union. Our responsibility is to express a conclusion on these condensed consolidated interim financial statements based on our review.

Scope of review

We conducted our work in accordance with the criteria for a review recommended by Consob in Resolution no. 10867 of 31 July 1997. A review of condensed consolidated interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a fullscope audit conducted in accordance with International Standards on Auditing (ISA Italy) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed consolidated interim financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial statements of the MARR Group as of 30 June 2022 are not prepared, in all material respects, in accordance with International Accounting Standard 34 applicable to interim financial reporting as adopted by the European Union.

Bologna, 4 August 2022

PricewaterhouseCoopers SpA

Signed by

Giuseppe Ermocida (Partner)

"This report has been translated into the English language from the original, which was issued in Italian language, solely for the convenience of international readers. Reference in this report to the financial statements refer to the financial statements in original Italian and not to any their translation."