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MARR Interim / Quarterly Report 2022

Jan 24, 2023

4060_ir_2023-01-24_60d1d685-57d7-4e5c-b473-efe08302753f.pdf

Interim / Quarterly Report

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Interim Report

as at 30 September 2022

14 November 2022

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

TABLE OF CONTENTS

MARR Group Organization

Corporate bodies of MARR S.p.A.

Interim report as at 30 September 2022

  • Directors' Report
  • Interim Condensed Consolidated Financial Statements
    • Statement of financial position
    • Statement of profit and loss
    • Statement of other comprehensive income
    • Statement of changes in Shareholder's Equity
    • Cash flows statement
    • Explanatory Notes to the Interim Condensed Consolidated Financial Statements

Statement by the Responsible for the drafting of corporate accounting documents pursuant to Art. 154-bis paragraph 2 of Legislative Decree 58 dated 24 February 1998

MARR GROUP ORGANISATION

as at 30 September 2022

The structure of the Group as at 30 September 2022 differs both from the situation as at 31 December 2021 and from that as at 30 September 2021 for the purchase, finalized on 1st April 2022 by the Parent Company MARR S.p.A., of all the shares of 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 self-catering customers.

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

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.

Company Activity
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.
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 (Spagna)
Non-operating company.
AS.CA S.p.A.
Via Pasquale Tosi n. 1300 - Santarcangelo di Romagna
(RN)
Company that from February 1st, 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 Non-executive Member of Control
and Risk
Committee
Independence as
provided by the
Corporate
Governance Code
Independence in
accordance with art.
148 TUF
Chairman Ugo Ravanelli a a
Chief Executive Officer Francesco Ospitali a
Director Claudia Cremonini a
Director Paolo Ferrari a a
Director (independent) Marinella Monterumisi a a a a
Director (independent) Alessandro Nova a a a
Director (independent) Rossella Schiavini a a a a

The functions of the Remuneration Committee and the Appointments Committee are attributed to the entire Board of Directors under the coordination of the Chairman, 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 third quarter of 2022 and as at 30 September 2022

The interim report as at 30 September 2022, not audited, has been prepared in accordance with the accounting policies and measurement criteria established by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedures in art. 6 of (EC) Regulation 1606/2002 of the European Parliament and Council dated 19 July 2002, while for information and the purposes of this report, reference is made to article 154-ter of the Legislative Decree 58 dated 24 February 1998.

Total consolidated revenues in the third quarter of 2022 amounted to 620.7 million Euros, an increase compared to 534.9 million in 2021 and 509.1 million (pre-pandemic) in 2019.

Of these total revenues, the revenues from sales in the third quarter of 2022, which include 6.7 million Euros in sales of Frigor Carni S.r.l., consolidated since 1st April 2022, amounted to 611.2 million Euros, compared to 527.0 million in 2021 and 500.7 million in 2019.

The increase in sales in the third quarter compared to the same period in 2021 further shows an over-performance compared to the general trend of the reference market. On the basis of the findings of the Confcommercio Studies Office (Survey no. 9, October 2022), the increase in consumption (by quantity) in "Hotels, meals and out-of-home food consumption" in Italy was +4.1% in the third quarter of 2022 compared to 2021.

In terms of sales by client type, those in the Street Market (restaurants and hotels not belonging to Chains and Groups) and National Account (operators in Canteens and Chains and Groups) segments amounted to 559.5 million Euros (456.4 million in 2021 and 445.7 million in 2019), while those to wholesalers (Wholesale segment), mainly regarding fished and frozen seafood products, amounted to 51.7 million Euros (70.6 million in 2021 and 55.0 million in 2019) and were affected by the continued temporary halts on certain fishing activities in North Africa. The reference market of sales to wholesalers was affected by a reduction in the gross margin during the period.

The trend in Group sales during the third quarter was influenced by the ongoing inflationary trends in the foodservice sector, which continue to significantly affect the majority of the categories of products sold by MARR. These trends are also reflected on the timing of the pass-through of the price increases to the market, albeit in different ways according to the type of client in question. Specifically, in the latter part of the third quarter, the process of adjusting the sales prices to the increase in the purchase price of the products also showed an improving trend in the Street Market category compared to the National Account category, the latter being penalised especially by the components of Canteens and direct supplies to Public Administrations.

The operating costs were also affected by the inflationary trends linked to the increase in energy costs, which affect the conservation and distribution of products, in addition to a general increase in logistical tariffs, with consequent effects on the handling activities.

In this context, during the course of the third quarter, which in terms of consumption seasonality is historically the most significant due to the tourism flows, MARR pursued the priority of safeguarding the continuity of customer relations during a phase of significant out-of-home food consumption, through enhancing the management of supplies and with operating modalities aimed at combining service levels and efficiency.

The consolidated Gross Operating Margin (EBITDA) in the third quarter of 2022 amounted to 32.4 million Euros and, as a result of the aforementioned trends on the gross margin and operating costs, decreased compared to 48.2 million Euros in 2021, which as a result of a significant recovery in consumption after the pandemic in early 2021, had also shown an improvement compared to 47.3 million during the pre-pandemic in 2019.

The consolidated Operating Result (EBIT) amounted to 21.9 million Euros (39.0 million in 2021 and 39.4 million in 2019), with depreciations, amortizations and provisions of 10.5 million Euros (9.2 million in 2021).

The consolidated net result for the third quarter amounted to 14.2 million Euros (27.2 million in 2021 and 27.3 million in 2019).

As regards the only sector of activity represented by "Distribution of food products to out-of-home food consumption", the sales can be analysed in terms of client categories as follows, which shows the reconciliation with the revenues from sales of the Group as per the consolidated financial statements:

MARR Consolidated
(€thousand)
3rd quarter
2022
3rd quarter
2021*
30.09.22
(9 months)
30.09.21*
(9 months)
Revenues from sales and services by customer category
Street market 439,893 374,600
81,839
991,953
301,777
685,595
189,575
National Account 119,667
Wholesale 51,684 70,566 177,753 186,753
Total revenues form sales in Foodservice 611,244 527,005 1,471,483 1,061,923
(1) Discount and final year bonus to the customers (6,186) (3,750) (14,403) (8,793)
(2) Other services 110 105 243 233
(3) Other 96 35 217 104
Revenues from sales and services 605,264 523,395 1,457,540 1,053,467

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

Sales to Street Market and National Account clients amounted to 1,293.7 million Euros, compared to 875.2 million in 2021 and benefit by about 11 million Euros from the contribution made by the Verrini Group, consolidated since 1st April 2021, and a further 11 million Euros from those of Frigor Carni S.r.l., consolidated since 1st April 2022. In the first nine months of 2019 (pre-pandemic), the sales to clients in the Street Market and National Account segments had amounted to 1,109.8 million Euros.

Sales in the Wholesale segment amounted to 177.7 million Euros (186.7 million in 2021 and 170.6 million in 2019).

Below are the figures re-classified according to current financial analysis procedures, with the income statement, the statement of financial position and the net financial position for the first nine months and the third quarter of 2022 compared with the respective periods of the previous year, compared to the same period of the previous year.

Analysis of the re-classified income statement1

MARR Consolidated
(€thousand)
3rd quarter
2022
% 3rd quarter
2021
% % Change 30.09.22
(9 months)
% 30.09.21
(9 months)
% % Change
Revenues from sales and services 605,264 97.5% 523,395 97.8% 15.6 1,457,540 97.5% 1,053,467 97.8% 38.4
Other earnings and proceeds
Total revenues
15,466
620,730
2.5%
100.0%
11,536
534,931
2.2%
100.0%
34.1
16.0
37,487
1,495,027
2.5%
100.0%
23,442
1,076,909
2.2%
100.0%
59.9
38.8
Cost of raw and secondary materials,
consumables and goods sold (437,968) -70.6% (410,700) -76.8% (6.6) (1,209,110) -80.9% (869,405) -80.8% (39.1)
Change in inventories (57,688) -9.3% (3,399) -0.6% (1,597.2) 13,544 0.9% 27,355 2.5% (50.5)
Services (80,970) -13.0% (61,698) -11.5% (31.2) (196,855) -13.2% (135,150) -12.5% (45.7)
Leases and rentals (157) 0.0% (127) 0.0% (23.6) (407) 0.0% (340) 0.0% (19.7)
Other operating costs (348) -0.1% (320) -0.1% (8.8) (1,292) -0.1% (1,209) -0.1% (6.9)
Value added 43,599 7.0% 58,687 11.0% (25.7) 100,907 6.7% 98,160 9.1% 2.8
Personnel costs (11,166) -1.8% (10,460) -2.0% (6.7) (33,439) -2.2% (26,697) -2.5% (25.3)
Gross Operating result 32,433 5.2% 48,227 9.0% (32.7) 67,468 4.5% 71,463 6.6% (5.6)
Amortization and depreciation (5,069) -0.8% (4,651) -0.9% (9.0) (14,834) -1.0% (13,199) -1.2% (12.4)
Provisions and write-downs (5,421) -0.9% (4,554) -0.8% (19.0) (12,379) -0.8% (12,147) -1.1% (1.9)
Operating result 21,943 3.5% 39,022 7.3% (43.8) 40,255 2.7% 46,117 4.3% (12.7)
Financial income 130 0.0% 158 0.0% (17.7) 493 0.0% 464 0.0% 6.3
Financial charges (2,229) -0.3% (1,731) -0.3% (28.8) (5,391) -0.3% (4,984) -0.4% (8.2)
Foreign exchange gains and losses (136) 0.0% (86) 0.0% (58.1) (56) 0.0% 449 0.0% 112.5
Value adjustments to financial assets (7) 0.0% 29 0.0% 124.1 (7) 0.0% (125) 0.0% 94.4
Result from recurrent activities 19,701 3.2% 37,392 7.0% (47.3) 35,294 2.4% 41,921 3.9% (15.8)
Non-recurring income 0 0.0% 0 0.0% 0.0 0 0.0% 0 0.0% 0.0
Non-recurring charges (400) -0.1% 0 0.0% (100.0) (400) -0.1% (2,880) -0.3% 86.1
Profit before taxes 19,301 3.1% 37,392 7.0% (48.4) 34,894 2.3% 39,041 3.6% (10.6)
Income taxes (5,055) -0.8% (10,175) -1.9% 50.3 (10,147) -0.6% (10,693) -1.0% 5.1
Total net profit 14,246 2.3% 27,217 5.1% (47.7) 24,747 1.7% 28,348 2.6% (12.7)

The Total consolidated revenues for the first nine months of 2022 amounted to 1,495.0 million Euros, an increase compared to 1,076.9 million in the same period of 2021 and 1,302.1 million in 2019 (pre-pandemic).

In particular, the revenues from sales in the first nine months of 2022 amounted to 1,457.5 million Euros, compared to 1,053.5 million in 2021 and 1,280.4 million in 2019.

Total revenues at 30 September 2022 include the contribution from the sales of the subsidiary Frigor Carni S.r.l. (consolidated from 1st April 2022) for 10.6 million Euros.

It should be noted that at 30 September 2022 the item "Other revenues and income" includes 33.0 million Euros for the amount of contributions received from suppliers for the promotional and marketing activities carried out by the MARR Group towards them and for 2,2 million Euros for the electricity and gas tax credit accrued by the Group companies in relation to the second and third quarters of the year 2022.

1 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. 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.

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 ".

As anticipated, Operating costs are impacted by the inflation dynamics in progress on most of the product categories marketed, by the increase in energy costs that impact the conservation and distribution of products and by the general increase in logistic rates with effects on handling activities.

As a result of this, it is noted that the incidence of the cost of sales on total revenues is increasing, going from 78.3% at 30 September 2021 to 80% at 30 September 2022 (79.9% on the third quarter 2022 against 77.4 % on the third quarter of 2021). The cost of services also recorded an increase in the percentage incidence on total revenues, going from 12.5% at 30 September 2021 to 13.2% at 30 September 2022 (13.0% on the third quarter of 2022 against 11.5% on the third quarter of 2021) mainly due to the increase in energy costs and logistic tariffs.

The Added value at 30 September 2022 was positive for 100.9 million Euros (at the end of September 2021 it was positive for 98.2 million Euros), an increase of 2.7 million Euros (+2.8%).

The Personnel cost recorded an increase of 6.7 million Euros (+ 25.3%) compared to the same period of the previous year due to three joint effects: first of all the increase in the Group's workforce, secondly the timing entry of the new acquired companies into the consolidation area and finally the lower use of social safety nets.

As regards the number of employees, these went from 888 units as of 30 September 2021 to 996 units on 30 September 2022. The entry into the Group of the subsidiary Frigor Carni S.r.l. involved the entry of a number of employees equal to 33 units; the remaining increase is almost entirely attributable to the new hires made by the parent company MARR S.p.A. The different timing of entry of the acquired companies Antonio Verrini S.r.l., Chef S.r.l. unipersonale and Frigor Carni S.r.l., determines that the personnel cost of the subsidiaries Antonio Verrini S.r.l. and Chef S.r.l. unipersonale, consolidated from 1 st April 2021, had a full impact on 30 September 2022 for a total of 4.4 million Euros, while on 30 September 2021 it had an impact of 3.4 million Euros corresponding to 6 months of operation. The subsidiary Frigor Carni S.r.l. instead, it was consolidated starting from 1st April 2022 and its personnel cost affected the total personnel cost as of 30 September 2022 for 653 thousand Euros. Finally, with regard to social safety nets, it should be noted that in the first nine months of 2021 the hours of social safety nets used amounted to 153,505 Euros while in 2022 they were not used.

The Gross Operating result at 30 September 2022 was positive for 67.5 million Euros compared to 71.5 million Euros at 30 September 2021, down by 4 million Euros (-5.6%) due to the aforementioned dynamics and the timing of the transfer of the price increase to the market. In particular, it should be noted that in the last part of the third quarter the process of adjusting the sales prices to the increase in the purchase costs of the products showed a better progress in the Street Market segment compared to that of the National Account, which is affected by the collective catering component of the difficulty of adjusting sales prices for supplies linked to Public Administration contracts.

Amortization and Depreciation at 30 September 2022 amounted to 14.8 million Euros (13.2 million Euros at 30 September 2021) and recorded an increase of 1.6 million Euros compared to the same period of the previous year mainly due to the effect of increase in the amortization rate of the right of use referred to the lease agreements of the companies Antonio Verrini S.r.l., Chef S.r.l. unipersonale and Frigor Carni S.r.l.. In comparison with the same period of the previous year, it must in fact be considered that since the companies Antonio Verrini S.r.l., Chef S.r.l. unipersonale were consolidated starting from 1 st April 2021, as of 30 September 2021 the amortization quotas of the right of use of the lease contracts had accrued only in relation to 6 months. Furthermore, Frigor Carni S.r.l. was consolidated only starting from 1stApril 2022. Compared to the previous period, at 30 September 2022 the amortization of the right of use of the lease contracts of the buildings of the new Logistic Platform in Piacenza, signed at end of financial year 2021, had an impact of 878 thousand Euros.

The item Provisions and write-downs amounted to 12.4 million Euros (12.1 million Euros as at 30 September 2021) and includes 12 million Euros of prudent allocation to the provision for bad debts and 371 thousand Euros of provision to the supplementary indemnity fund for customer's agents.

As a result of the above, the Operating result at 30 September 2022 was equal to 40.3 million Euros compared to 46.1 million Euros at 30 September 2021, a decrease of 5.9 million Euros (-12.7%).

The Financial management result of the first 9 months of 2022 is affected by the increase in interest rates and non-recurring charges show an amount of 400 thousand Euros which represents the estimate of the costs inherent in the closure of the activities of the subsidiary Chef S.r.l. unipersonale.

The Pre-tax result was positive for 34.9 million Euros, a decrease compared to the 39.04 million Euros of 30 September 2021 (-10.6%).

The balance of the Tax components is negative for a total of 10.1 million Euros.

The net result of the Group in the third quarter of 2022 was 14.2 million Euros, compared to 27.2 million Euros in the same period of the previous year. At the end of the first nine months, the Group's net result amounted to 24.7 million Euros (28.3 million in the same period of 2021).

Analysis of the re-classified statement of financial position

MARR Consolidated 30.09.22 31.12.21 30.09.21
(€thousand)
Net intangible assets 170,149 163,391 163,180
Net tangible assets 81,107 79,601 78,763
Right of use assets 77,723 72,015 64,197
Equity investments evaluated using the Net Equity method 1,821 1,828 1,828
Equity investments in other companies 175 175 175
Other fixed assets 18,558 22,850 27,216
Total fixed assets (A) 349,533 339,860 335,359
Net trade receivables from customers 414,833 321,280 403,079
Inventories 213,397 199,852 162,970
Suppliers (478,151) (380,958) (434,015)
Trade net working capital (B) 150,079 140,174 132,034
Other current assets 68,887 56,977 56,604
Other current liabilities (22,517) (27,852) (27,960)
Total current assets/liabilities (C) 46,370 29,125 28,644
Non-current assets held for sale (D) 0 0 0
Net working capital (E) = (B+C+D) 196,449 169,299 160,678
Other non current liabilities (F) (3,177) (2,529) (2,165)
Staff Severance Provision (G) (8,139) (8,556) (8,463)
Provisions for risks and charges (H) (7,402) (7,137) (7,978)
Net invested capital (I) = (A+E+F+G+H) 527,264 490,937 477,431
Shareholders' equity attributable to the Group (339,605) (349,507) (343,180)
Consolidated shareholders' equity (J) (339,605) (349,507) (343,180)
(Net short-term financial debt)/Cash 123,436 152,693 132,648
(Net medium/long-term financial debt) (230,147) (219,331) (200,949)
Net financial debt - before IFRS16 (K) (106,711) (66,638) (68,301)
Current lease liabilities (IFRS16) (10,807) (10,074) (9,266)
Non-current lease liabilities (IFRS16) (70,141) (64,718) (56,684)
IFRS16 effect on Net financial debt (L) (80,948) (74,792) (65,950)
Net financial debt (M) = (K+L) (187,659) (141,430) (134,251)
Net equity and net financial debt (N) = (J+M) (527,264) (490,937) (477,431)

Analysis of the net financial position

The following represents the trend in net financial position2 .

MARR Consolidated
(€thousand) 30.09.22 30.06.22 31.12.21 30.09.21
A. Cash 7,535 7,465 6,505 7,576
Bank accounts 240,063 151,596 243,467 297,473
Postal accounts 0 0 22 20
B. Cash equivalent 240,063 151,596 243,489 297,493
C. Liquidity (A) + (B) 247,598 159,061 249,994 305,069
Current financial receivable due to Parent Company 472 3,680 5,787 3,924
Current financial receivable due to Related Companies 0 0 0 0
Others financial receivable 0 0 0 2,589
D. Current financial receivable 472 3,680 5,787 6,513
E. Receivables for derivative/financial instruments 0 0 0 0
F. Current Bank debt (17,968) (48,835) (45,987) (25,716)
G. Current portion of non current debt (103,971) (77,026) (52,227) (127,425)
Financial debt due to Parent company 0 0 0 0
Financial debt due to Related Companies 0 0 0 0
Other financial debt (2,695) (3,163) (4,874) (25,793)
H. Other current financial debt (2,695) (3,163) (4,874) (25,793)
I. Current lease liabilities (IFRS16) (10,807) (10,802) (10,074) (9,266)
J. Current financial debt (F) + (G) + (H) + (I) (135,441) (139,826) (113,162) (188,200)
K. Net current financial indebtedness (C) + (D) + (E) + (J) 112,629 22,915 142,619 123,382
L. Non current bank loans (128,079) (78,889) (119,489) (99,113)
M. Non-current derivative/financial instruments 0 0 0 0
N. Other non current loans (102,068) (102,053) (99,842) (101,836)
O. Non-current lease liabilities (IFRS16) (70,141) (70,693) (64,718) (56,684)
P. Non current financial indebtedness (L) + (M) + (N) + (O) (300,288) (251,635) (284,049) (257,633)
Q. Net financial indebtedness (K) + (P) (187,659) (228,720) (141,430) (134,251)

Historically, the financial debt of the MARR Group reaches its highest level in the first half of the year and then falls at the end of the year, being influenced by the seasonality of the business which records a high requirement of working capital during the summer period.

Compared to 30 June 2022, total net financial debt recorded a decrease of 41.1 million Euros thanks to the cash flow generated by ordinary operations.

With regard to the changes in the structure of the components of the financial debt, it should be noted that during the third quarter the Parent Company MARR S.p.A. has carried out the following operations:

  • on 1st 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;

2The 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.

  • on 10 August 2022, with disbursement on the same date, a medium / long-term loan agreement of 20 million Euros was signed with Iccrea Banca (lead bank and lender) and other 5 mutual banks (lending banks) with a duration 36 months of which the first 12 months in pre-amortization;

  • on 11 August 2022 a medium / long-term loan agreement of 7 million Euros was signed with La Cassa di Ravenna for a duration of 60 months, with disbursement on the same date.

The item "Financial payables for IFRS 16 leases" did not undergo significant changes compared to 30 June 2022.

With regard to the other main financial movements that took place in the first nine months of 2022, in addition to the ordinary operational management and the disbursements relating to investments made at the branches of the Parent Company for approximately 7.4 million Euros, as better specified in the following paragraph " Investments ", we note the payment by the Parent Company of 4 million Euros for the purchase of all the shares of Frigor Carni S.r.l., the payment of 17.8 million Euros of taxes and the payment of 32 million Euros of dividends.

It should be noted that net of the effects of the application of the IFRS 16 accounting standard, the net financial position at the end of the first nine months of 2022 amounted to 106.7 million, compared to 68.3 million at 30 September 2021 and 128.5 million pre-pandemic in 2019.

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

Analysis of the trade net working capital

MARR Consolidated
(€thousand)
30.09.22 30.06.22 31.12.21 30.09.21
Net trade receivables from customers
Inventories
414,833
213,397
409,347
271,085
321,280
199,852
403,079
162,970
Payables to suppliers (478,151) (468,965) (380,958) (434,015)
Trade net working capital 150,079 211,467 140,174 132,034

The Trade net working capital as at 30 September 2022 was equal to 150.1 million Euros, an increase compared to the 132.0 million Euros of 30 September 2021 due to the increase in business volume.

In terms of composition, the Inventories component is affected by the aforementioned inflation dynamics and the change in the scope of consolidation.

The attention that the Company pays to the management of trade receivables is confirmed by implementing procedures tailored to the situations and needs of each territory and market segment; the goal remains to safeguard the corporate assets by maintaining a proximity to the customer which allows on the one hand a timely management of credit and on the other a strengthening of the relationship with the customer.

Re-classified cash-flow statement

MARR Consolidated
(€thousand)
30.09.22 30.09.21
Net result before minority interests
Amortization and depreciation
Change in Staff Severance Provision
24,747
14,833
(417)
28,348
13,203
1,188
Operating cash-flow 39,163 42,739
(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
(93,553)
(13,545)
97,193
(6,792)
(104,229)
(28,389)
199,436
12,561
Change in working capital (16,697) 79,379
Net (investments) in intangible assets
Net (investments) in tangible assets
Flows relating to acquisitions of subsidiaries and going concerns
(7,198)
(7,228)
(4,038)
(10,030)
(6,156)
(4,684)
Investments in other fixed assets and other change in
non current items
(18,464) (20,870)
Free - cash flow before dividends 4,002 101,248
Distribution of dividends
Other changes, including those of minority interests
(32,034)
(3,383)
0
0
Cash-flow from (for) change in shareholders' equity (35,417) 0
FREE - CASH FLOW (31,415) 101,248
Opening net financial debt
Effect for change in liability for IFRS16
Cash-flow for the period
Dividends approved and not distributed
Closing net financial debt
(141,430)
(14,384)
(31,415)
(430)
(187,659)
(192,316)
(19,899)
101,248
(23,284)
(134,251)

Investments

Below is a summary of the investments made in the third quarter and in the first nine months of 2022.

(€thousand) 3rd quarter 2022 30.09.22
Intangible assets
Patents and intellectual property rights 112 374
Concessions, licenses, trademarks and similar rights 0 10
Fixed assets under development and advances 68 186
Goodwill 0 6,628
Total intangible assets 180 7,198
Tangible assets
Land and buildings (86) 140
Plant and machinery 480 2,535
Industrial and business equipment 99 456
Other assets 141 1,141
Intangible assets in progress and advances 2,913 2,956
Total tangible assets 3,547 7,228
Total 3,727 14,426

With regard to investments, note the increase in the item "Fixed assets under development and advances" for approximately 2.5 million Euros due to the start of the works for the construction of the urbanization works relating to the Bottanuco land in which construction phase of a new distribution unit and for 420 thousand Euros at the beginning of the works for the completion of the third floor of the headquarters located in Santarcangelo di Romagna.

The items "Plant and machinery" "Industrial and business equipment" and "Other assets" increased due to the revamping interventions at some branches of the Parent Company.

Among the main increases that affected intangible assets, we note that of the item "Goodwill" for 6,628 thousand Euros, generated following the acquisition of all the shares in the company Frigor Carni S.r.l. which took place on 1st April 2022.

It should be noted that the indicated investment values do not take into account the amounts capitalized as a right of use following the application of IFRS16 which at 30 September 2022 recorded an increase for a total of 15,131 thousand Euros, with an impact on the third quarter of 2022 for 3,372 thousand Euros.

Other Information

The Company as at 30 September 2022 neither holds nor has ever held shares or quotas of parent companies, even through third party persons and/or companies; consequently, during 2022, the company never purchased or sold the abovementioned shares and/or quotas.

As of 30 September 2022, MARR purchased 268,530 own shares at an average price of 12.55 Euros and equal to approximately 0.4% of the share capital.

During the first 9 months of 2022, the Group did not carry out atypical or unusual transactions, as the acquisition of the company Frigor Carni S.r.l. on 1st April 2022 it is part of the usual growth project of the MARR Group also for external lines.

Significant events that occurred in the third quarter of 2022

On 5 October 2022, the Board of Directors approved, pursuant to art. 2505 second paragraph of the Civil Code, the merger by incorporation into MARR S.p.A. of the wholly owned company Chef S.r.l. unipersonale. Reference should be made to the Half-Year Financial Report for the significant events that occurred during the first half of the year.

Subsequent events after the end of the quarter

No significant events occurred after the end of the quarter.

Outlook

The performance of MARR sales in October compared to the same period of last year witnesses that in the Street Market and National Account segments the growth trend accelerated compared to the third quarter. The performance in October also benefitted from a positive trend in consumption linked to tourism, a sector that the recent ISTAT data (October 2022) confirm as a driving force, with the number of tourists in Italy up by +75% in January-August 2022 compared to last year and with a significant surge in the number of foreign tourists (+171% of non-resident tourists).

The centrality of the food and wine sector to Italian tourism also represents a further impulse to the structural growth of out-of-home food consumption, a market with high levels of penetration of the "full service restaurant" concept, a segment in which Italy is the leading market in Europe (Foodservice Market Monitor - Deloitte, 2022).

Notwithstanding in recent weeks there has been an attenuation in the inflationary trends for certain families of goods and for energy costs, the evolution of the inflationary scenario is still uncertain.

In this context, MARR is continuing the process of adjusting prices to the increase in cost of food products, a process which in October again highlighted a better result in the Street Market segment.

With the seasonal peak now ended, and safeguarding the objective of continuing to increase its market presence, the level of customer service is managed more selectively, with a forecast containment of operating costs, accompanied by efficiency policies of a structural nature.

The implementation of the investment plan announced in October last year will also lead to gains in terms of efficiency in the future. In this context, the works for the construction of a new distribution centre in Lombardy began in the third quarter, and this structure is expected to be operational by the end of the first quarter of 2024. This investment is aimed at increasing the presence in the area, the level of customer service and the distribution efficiency in what is the most important region in terms of out-of-home food consumption in Italy.

The definition of the activities for the construction of the new logistics platform is also continuing, structure representing almost half of the aforementioned investment plan. The work is currently expected to begin by the end of the first quarter of 2024 and the construction of the structure is expected to increase the efficiency of storage and redistribution and also enhance the level of customer service, also through an expansion of the range of products.

The focus of the management is concentrated on the opportunities of a foodservice market that is once again proving to be resilient and reactive and on cost containment and the implementation of efficiency policies aimed at recovering profitability.

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.

Interim Condensed Consolidated Financial Statements

MARR Group

Interim Report as at 30 September 2022

STATEMENT OF CONSOLIDATED FINANCIAL POSITION

CONSOLIDATED BALANCE SHEET

(€thousand) 30.09.22 31.12.21* 30.09.21*
ASSETS
Non-current assets
Tangible assets
81,107 79,601 78,763
Right of use 77,723 72,015 64,197
Goodwill 167,010 160,382 160,594
Other intangible assets 3,139 3,009 2,586
Investments at equity value 1,821 1,828 1,828
Investments in other companies 175 175 175
Non-current financial receivables 130 750 1,129
Non-current derivative/financial instruments 0 0 0
Deferred tax assets 10 0 1,546
Other non-current assets 23,954 29,766 33,261
Total non-current assets 355,069 347,526 344,079
Current assets
Inventories 213,397 199,852 162,970
Financial receivables 472 5,787 6,513
relating to related parties 472 100.0% 5,787 100.0% 3,924 60.2%
Current derivative/financial instruments 0 0 0
Trade receivables 409,297 313,615 394,359
relating to related parties 22,632 5.5% 13,312 4.2% 8,999 2.3%
Tax assets 3,608 6,234 7,766
relating to related parties 12 0.3% 12 0.2% 12 0.2%
Cash and cash equivalents 247,598 249,994 305,069
Other current assets 40,975 29,598 33,088
relating to related parties 208 0.5% 177 0.6% 87 0.3%
Total current assets 915,347 805,080 909,765
Non-recurring assets held for sale 0 0 0
TOTAL ASSETS 1,270,416 1,152,606 1,253,844
LIABILITIES
Shareholders' Equity 339,605 349,507 343,180
Share capital 33,128 33,263 33,263
Reserves 260,249 262,833 263,229
Profit for the period 46,228 53,411 46,688
Total Shareholders' Equity 339,605 349,507 343,180
Non-current liabilities
Non-current financial payables 230,147 219,330 200,949
Non-current lease liabilities (IFRS16) 70,141 64,718 56,684
relating to related parties 7,136 10.2% 5,181 8.0% 5,372 9.5%
Non-current derivative/financial instruments 0 0 0
Employee benefits 8,139 8,556 8,463
Provisions for risks and costs 7,402 6,994 7,978
Deferred tax liabilities 0 143 0
Other non-current liabilities 3,177 2,530 2,165
Total non-current liabilities 319,006 302,271 276,239
Current liabilities
Current financial payables 124,633 103,088 178,889
relating to related parties 0 0.0% 0 0.0% 11,741 6.6%
Current lease liabilities (IFRS16) 10,807 10,074 9,266
relating to related parties 975 9.0% 755 7.5% 750 8.1%
Current derivative/financial instruments 0 0 45
Current tax liabilities 6,421 14,764 13,697
relating to related parties 3,631 56.5% 11,489 77.8% 9,638 70.4%
Current trade liabilities 453,847 359,814 418,265
relating to related parties 36,211 8.0% 35,003 9.7% 51,332 12.3%
Other current liabilities 16,097 13,088 14,263
relating to related parties 343 2.1% 437 3.3% 480 3.4%
Total current liabilities 611,805 500,828 634,425
TOTAL LIABILITIES 1,270,416 1,152,606 1,253,844

* For comparative purposes, the amounts of 31 December 2021 and 30 September 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 OR LOSS

(€thousand) Note 3rd quarter 2022 3rd quarter 2021* 30 September 2022 30 September 2021*
Revenues 1 605,264 523,395 1,457,540 1,053,467
relating to related parties 26,801 4.4% 12,637 2.4% 59,495 4.1% 24,598 2.3%
Other revenues 2 3,226 460 4,627 2,039
relating to related parties 32 1.0% 6 1.3% 108 2.3% 16 0.8%
Changes in inventories (57,688) (3,399) 13,544 27,355
Purchase of goods for resale and consumables 3 (425,728) (399,624) (1,176,250) (848,002)
relating to related parties (59,245) 13.9% (46,588) 11.7% (150,935) 12.8% (89,922) 10.6%
Personnel costs 4 (11,166) (10,461) (33,439) (26,697)
Amortizations, depreciations and provisions 5 (5,668) (4,961) (15,605) (14,061)
Losses due to impairment of financial assets 6 (5,222) (4,243) (12,008) (11,409)
Other operating costs 7 (81,475) (62,145) (198,554) (136,700)
of which profits and losses deriving from the accounting
elimination of financial assets valued at amortized cost
(33) (112) (137) (174)
relating to related parties (690) 0.8% (751) 1.2% (2,407) 1.2% (2,266) 1.7%
Financial income and charges 8 (2,235) (1,659) (4,954) (6,951)
of which profits and losses deriving from the accounting
elimination of financial assets valued at amortized cost
(521) (196) (1,174) (473)
relating to related parties (123) 5.5% (50) 3.0% (223) 4.5% (114) 1.6%
Income (charge) from associated companies (7) 29 (7) 0
Result before taxes 19,301 37,392 34,894 39,041
Taxes 9 (5,055) (10,175) (10,147) (10,693)
Result for the period 14,246 27,217 24,747 28,348
Attributable to:
Shareholders of the Parent Company 14,246 27,217 24,747 28,348
Minority interests 0 0 0 0
14,246 27,217 24,747 28,348
Basic Shares numbers 66,475,970 66,525,120 66,452,670 66,525,120
basic Earnings per Share (euro) 10 0.21 0.41 0.37 0.43
diluted Earnings per Share (euro) 10 0.21 0.41 0.37 0.43

* For comparative purposes, the amounts of 30 September 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 resale and consumables".

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

(€thousand) 3rd quarter 2022 3rd quarter 2021* 30 September 2022 30 September 2021*
Result for the period (A) 14,246 27,217 24,747 28,348
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 (43) 0 8
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 0 0
Total Other Profits/Losses, net of taxes (B) 11 0 (43) 0 8
Comprehensive Result (A) + (B) 14,246 27,174 24,747 28,356
Attributable to:
Shareholders of the Parent Company
Minority interests
14,246
0
14,246
27,174
0
27,174
24,747
0
24,747
28,356
0
28,356

CONSOLIDATED STATEMENT OF CHANGES IN THE CONSOLIDATED SHAREHOLDERS' EQUITY (Euro thousands)

Des
cript
ion
Sha
re
Oth er r
eser
ves
Tot
al
Cap
ital
Sha
re
ium
prem
rese
rve
Leg
al
rese
rve
Rev
alua
tion
rese
rve
Shar
eho
lder
s
ribu
tion
cont
s on
ital
cap
Extr
aord
inary
rese
rve
Res
for
erve
rcise
d
exe
k op
tion
stoc
s
Res
for
erve
sitio
tran
n
to I
as/I
frs
Cas
h-flo
w
hed
ge
rese
rve
Trad
ing
hare
on s
rese
rve
Res
for
erve
it (lo
prof
)
sses
shar
on o
wn
e
Res
erve
rt. 5
5
ex a
(dpr
59
7-9
17)
Res
erve
IAS
19
Tot
al
Res
erve
s
Reta
ined
ings
earn
Gro
up
net
ity
equ
st Ja
Bala
at 1
y 20
21
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
Dist
f MA
RR S
.p.A.
ribut
ion o
divi
dend
s
(23,2
83)
(23,
283
)
(23,2
83)
Othe
r min
riatio
or va
ns
(8) (6) 1 (5)
ofit f
- Pr
or th
riod
e pe
- Ot
/Los
her P
rofits
f tax
net o
ses,
es
Con
solid
ated
preh
(1/
1 -30
/09/
202
1)
ensiv
e inc
com
ome
8 8 28,3
48
28,3
48
8
28,3
56
Bala
0 Se
at 3
ber
202
1
nce
ptem
33,2
63
63,3
48
6,65
2
13 36,4
96
147
,177
1,47
5
7,29
0
142 1,44
5
(81
1)
263
,229
46,6
88
343
,180
Dist
ribut
ion o
f MA
RR S
.p.A.
divi
dend
s
Othe
r min
riatio
or va
ns
(1) (1) (1)
- Pr
ofit f
or th
riod
e pe
- Ot
/Los
her P
rofits
f tax
net o
ses,
es
Con
solid
ated
preh
ensiv
e inc
(1/
10-3
1/12
/202
1)
com
ome
(142
)
(253
)
(395
)
6,72
3
6,72
3
(395
)
6,32
8
Bala
at 3
1 D
202
ber
1
nce
ecem
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
prof
it
663 664 (664
)
Dist
ribut
f MA
RR S
.p.A.
202
1 div
idend
ion o
s
(31,2
66)
(31,2
66)
Effec
t of
the t
radin
g of
sha
own
res
(135
)
(7)
(3,23
7)
(3,2
44)
(3,37
9)
Othe
r min
riatio
or va
ns
2 (5) (4) (4)
- Pr
ofit f
or th
riod
e pe
- Ot
/Los
her P
rofits
f tax
net o
ses,
es
24,7
47
24,7
47
Con
solid
ated
preh
ensiv
ult (
1/1 -
30/0
9/20
22)
com
e res
24,7
47
Bala
at 3
0 Se
ber
202
2
ptem
nce
33,1
28
63,3
48
6,65
2
13 36,4
96
147
,840
1,47
5
7,29
2
(7) (3,2
37)
1,43
9
(1,0
64)
260
,249
46,2
28
339
,605

CONSOLIDATED CASH FLOWS STATEMENT (INDIRECT METHOD)

Consolidated
(€thousand)
30.09.22 30.09.21*
Result for the Period 24,747 28,348
Adjustment:
Amortization/Depreciation 6,161 5,652
IFRS 16 depreciation 8,676 7,551
Change in deferred tax (525) (1,967)
Allocation of provison for bad debts 12,008 11,284
Provision for risk and loss fund
Provison for supplementary clientele severance indemnity
400
371
590
272
Write-downs of investments non consolidater on a line - by - line basis 7 125
Capital profit/losses on disposal of assets (77) 164
relating to related parties 0 0.0% 0 0.0%
Financial (income) charges net of foreign exchange gains and losses 4,899 7,400
relating to related parties 223 4.6% 114 1.5%
Foreign exchange evaluated (gains)/losses (260) (82)
Total 31,660 30,989
Net change in Staff Severance Provision (903) (374)
(Increase) decrease in trade receivables (107,690) (121,503)
relating to related parties (9,320) 8.7% (2,957) 2.4%
(Increase) decrease in inventories (13,545) (27,355)
Increase (decrease) in trade payables 94,033 195,685
relating to related parties 1,208 1.3% 42,133 21.5%
(Increase) decrease in other assets (4,798) 4,151
relating to related parties (30) 0.6% 84 2.0%
Increase (decrease) in other liabilities
relating to related parties
3,027
(94)
(3.1%) 1,710
222
13.0%
Net change in tax assets / liabilities 12,440 12,300
relating to related parties 6,917 55.6% 9,916 80.6%
Interest paid (5,391) (7,864)
relating to related parties (234) 4.3% (129) 1.6%
Interest received 492 464
relating to related parties 12 2.4% 15 3.2%
Foreign exchange evaluated gains 303 82
Foreign exchange evaluated losses (43) 0
Income tax paid (17,785) (1,464)
relating to related parties (14,775) 83.1% (1,048) 71.6%
Cash-flow form operating activities 16,547 115,169
(Investments) in other intangible assets (552) (161)
Devaluation of goodwill 0 0
(Investments) in tangible assets (6,931) (8,348)
Net disposal of tangible assets 125 2,283
Outgoing for acquisition of subsiaries or going concerns during the year (net of
liquidity purchased)
(4,048) (4,640)
Liquidity acquired from business combinations 10 0
Cash-flow from investment activities (11,396) (10,866)
Distribution of dividends (32,034) 0
Other changes, including those of third parties (3,383) 4
Net change in liabilities (IFRS 16)
relating to related parties
(5,388)
2,175
(40.4%) (1,783)
2,028
(113.7%)
Net change in financial receivables / payables for derivatives 0 1,808
Net change in financial payables (excluding the new non -current loans received) (33,310) (47,218)
relating to related parties 0 0.0% 0 0.0%
New non-current loans received 102,000 190,000
relating to related parties 0 0.0% 0 0.0%
Repayment of other long-term debt
relating to related parties
(41,367)
0
0.0% (193,384)
0
0.0%
Net change in current financial receivables 5,315 (93)
relating to related parties 5,315 100.0% 1,870 (2010.8%)
Net change in non-current financial receivables 620 (59)
relating to related parties 0 0.0% 0 0.0%
Cash-flow from financing activities (7,547) (50,725)
Increase (decrease) in cash-flow (2,396) 53,578
Opening cash and equivalents 249,994 251,491
Closing cash and equivalents 247,598 305,069

* It should be noted that the changes in the balances as at 30 September 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 figures and closing figures with the relevant movements of the financial liabilities deriving from financing activities (as required by paragraph 44A of IAS 7), see Appendix 1 to the following explanatory notes.

EXPLANATORY NOTES TO THE 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. hold the 50.42% of the share capital.

The consolidated interim report as at 30 September 2022 were authorised for publication by the Board of Directors on 14 November 2022.

Structure and contents of the consolidated financial statements

The interim condensed consolidated financial statements at 30 September 2022 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 interim 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 interim 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 31 December 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 September 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 and the recommendations of ESMA 2013/319.

For the purposes of applying IFRS 8, it is noted that the Group operates in the only sector of "Distribution of food products to non-domestic catering"; 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 activity and therefore in net working capital historically generates an absorption of cash with a consequent increase in financial requirements.

With regard to performance levels in the first nine months of 2022, see what described in the Directors' Report.

The interim management report at 30 September 2022 was prepared on the basis of the cost principle, except for derivative financial instruments which are recognized at fair value.

In observance of that provided by Consob, the figures in the Statement of profit or loss are provided with regard to both the nine months (period between the beginning of the year and the closing date of the report, progressive figure) and the third quarter of the reference period; 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 closing date of the first nine months are compared with the closing data of the last year and the nine months of the previous year. Therefore, the comment on the income statement items is made with a comparison to the same periods of the previous year (30 September and third quarter 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.

The interim report is unaudited.

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

It should be noted that starting from 30 June 2022 the company proceeded to reclassify the amount of contributions received from suppliers for promotional and marketing activities carried out in relation to its suppliers (marketing contributions, promotional contributions fixed and variable, 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 until last 31 December 2021 was classified at the economic level under the item "Other revenues" and at the equity level under the item "Other current assets" starting from 30 June 2022 was reclassified in Profit and Loss statement in reduction to the item " Purchase of goods for resale and consumables" and in the statement of Financial Position in reduction to 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, the economic and balance sheet items for comparison were then correctly reclassified as at 30 September 2021 and 31 December 2021 respectively.

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 for resale and consumables" and at the balance sheet level as a reduction of the item "Current trade liabilities".

Consolidation principles

Consolidation is carried out using the line-by-line method which consists in incorporating all the assets and liabilities items in their entirety. The main consolidation criteria adopted for the application of this method are set out below.

  • Subsidiaries are consolidated from the date on which control was effectively transferred to the Group, and cease to be consolidated on the date on which control is transferred outside the Group.
  • The assets and liabilities, charges and income of companies consolidated with the global integration method are fully included in the consolidated financial statements; the book value of the equity investments is eliminated against the corresponding fraction of the shareholders' equity of the investee companies by attributing to the individual elements of the assets and liabilities their current value at the date of acquisition of control (purchase method as defined by IFRS 3 " Business combination "). Any residual difference, if positive, is recorded under the asset item "Goodwill"; if negative, to the income statement.
  • The reciprocal debt and credit relationships, costs and revenues, between consolidated companies and the effects of all significant transactions between them are eliminated.
  • The shares of shareholders 'equity and the results for the period of minority shareholders are shown separately in the consolidated shareholders' equity and income statement: this interest is determined on the basis of the percentage held by them in the fair value of the assets and liabilities recognized at the date of original acquisition and in changes in shareholders' equity after that date.
  • Subsequently, the profits and losses are attributed to the minority shareholders on the basis of the percentage held by them and the losses are attributed to the minorities even if this implies that the minority shares have a negative balance.
  • Changes in the controlling interest in a subsidiary that do not result in the loss of control are accounted for as capital transactions.
  • If the parent company loses control of a subsidiary, it:
    • eliminates the assets (including any goodwill) and liabilities of the subsidiary,
    • eliminates the book values of any minority interest in the former subsidiary,
    • eliminates the accumulated exchange differences recognized in equity,
    • recognizes the fair value of the consideration received,
    • recognizes the fair value of any stake held in the former subsidiary,
    • recognizes any profit or loss in the income statement,

reclassifies the portion attributable to the parent company of the components previously recognized in the comprehensive income statement in the income statement or in retained earnings, as appropriate.

Scope of consolidation

The consolidated interim report as at 30 September 2022 includes the accounts of the Parent Company MARR S.p.A. and those of the companies it has direct or indirect control over.

The complete list of subsidiaries included in the scope of consolidation as at 30 September 2022, with an indication of the method of consolidation, is reported in the Group organisation.

The consolidated financial statements have been prepared on the basis of the financial statements as at 30 September 2022 prepared by the subsidiaries included in the scope of consolidation and adjusted, if necessary, in order to align them to the accounting Group policies and classification criteria, in accordance with IFRS.

The consolidation area as at 30 September 2022 differs both from the situation as at 31 December 2021 and from that as at 30 September 2021 for the purchase, finalized on 1st April 2022 by the Parent Company MARR S.p.A., of all the shares of 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 self-catering customers.

Accounting principles

The accounting principles and criteria adopted for the preparation of the interim report as at 30 September 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 1st 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.

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 nine-months of 2022 did not determine the identification of any indicators of lasting losses in value.
  • 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 in the 2022 Budget had formalized the economic and financial forecasts and the forecasts of financial flows at the basis of the impairment test for the next three years. These forecasts may be further influenced in the coming months by developments related to the evolution of pandemic waves and the associated containment measures, by the trend of inflation and the price of energy raw materials. The company's attention to monitoring economic and financial performance remains high.
  • 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 favoured through the use of adequate credit lines.

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

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

1. Revenues

(€thousand) 3rd quarter
2022
3rd quarter
2021
30.09.22
(9 months)
30.09.21
(9 months)
Net revenues from sales - Goods 605,084 523,255 1,457,105 1,053,129
Revenues from Services 72 55 141 108
Advisory services to third parties 60 21 168 80
Manufacturing on behalf of third parties 7 11 15 17
Rent income (typical management) 3 3 9 9
Other services 38 50 102 124
Total revenues 605,264 523,395 1,457,540 1,053,467

Total revenues in the third quarter of 2022 amounted to 605.3 million Euros, compared to 523.4 million Euros in the same period of the previous year. The contribution to revenues for the sale of goods and services provided by the subsidiary Frigor Carni S.r.l. (it became part of the MARR Group from 1st April 2022) was 10.6 million Euros.

For an analysis of the revenue trend of the third quarter of 2022 and a comparison with the same period of the previous year, see the Directors' Report.

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

(€thousand) 3rd quarter 3rd quarter 30.09.22 30.09.21
2022 2021 (9 months) (9 months)
Italy 581,459 495,382 1,379,876 986,124
European Union 18,139 17,441 50,342 42,097
Extra-EU countries 5,666 10,572 27,322 25,246
Total 605,264 523,395 1,457,540 1,053,467

2. Other revenues

The Other revenues are broken down as follows:

(€thousand) 3rd quarter
2022
3rd quarter
2021
30.09.22
(9 months)
30.09.21
(9 months)
Contributions from suppliers and others 37 75 114 123
Other Sundry earnings and proceeds 2,836 159 3,300 1,280
Reimbursement for damages suffered 199 157 796 368
Reimbursement of expenses incurred 85 56 265 212
Recovery of legal taxes 14 12 66 40
Capital gains on disposal of assets 55 1 86 16
Total other revenues 3,226 460 4,627 2,039

The item " Other Sundry earnings and proceeds" includes the electricity and gas tax credit accrued by the Group companies in relation to the second and third quarters of the year 2022 for 2.2 million Euros.

It should be noted that on 30 September 2021 the item "Contributions from suppliers and others" was shown for the amount of 21,526 thousand Euros and included the amount of contributions received from suppliers for promotional and marketing activities (marketing contributions, contributions fixed and variable promotions, centralization of flows) which for comparative purposes has been reclassified as a reduction of the item "Purchase of goods".

3. Purchase of goods for resale and consumables

This item is composed of:

3rd quarter 3rd quarter 30.09.22 30.09.21
(€thousand) 2022 2021 (9 months) (9 months)
Purchase of goods 422,829 397,465 1,168,429 843,465
Purchase of packages and packing material 2,236 1,572 5,776 3,200
Purchase of stationery and printed paper 172 227 728 560
Purchase of promotional and sales materials and catalogues 46 33 158 73
Purchase of various materials 155 140 452 313
Fuel for industrial motor vehicles and cars 290 187 707 391
Total purchase of goods for resale and consumables 425,728 399,624 1,176,250 848,002

With regard to the trend in the cost of purchases of goods intended for marketing, please see the Directors' Report.

At 30 September 2022, the item "Purchases of goods" is shown net of both the bonuses recognized by suppliers upon reaching certain turnover targets and purchase volumes, and the contributions received from suppliers for promotional and marketing activities carried out for them, for a total amount of 40,605 thousand Euros (26,505 thousand Euros at 30 September 2021).

4. Personnel costs

The item amounts to 33,439 thousand Euros as of 30 September 2022 (26,697 as of 30 September 2021) and includes all expenses for employees, including holiday accruals and additional monthly payments as well as related social security charges, in addition to the provision for severance indemnity and other contractually provided costs.

As detailed in the Directors' Report, the increase is the result of 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 consolidation area and the consequent weight of the personnel cost on the total personnel cost of the Group in the comparison of the two periods.

5. Amortizations, depreciations and provisions

(€thousand) 3rd quarter
2022
3rd quarter
2021
30.09.22
(9 months)
30.09.21
(9 months)
Depreciation of tangible assets 1,990 1,857 5,717 5,310
Amortization of intangible assets 158 123 440 338
Depreciation of right of use 2,920 2,672 8,676 7,551
Adjustment to provision for supplementary clientele severance
indemnity 200 31 372 272
Provision for risk and loss fund 400 278 400 590
Total amortization, depreciation and provisions 5,668 4,961 15,605 14,061

Depreciation at 30 September 2022 amounted to 14,833 thousand Euros (13,199 thousand Euros at 30 September 2021), and recorded an increase mainly due to the increase in amortization of the "Right of use".

The latter increased by 1,125 thousand Euros mainly due to two effects: the amortization of the right of use associated with the lease contracts of the buildings of the Logistic Platform in Piacenza signed at the end of 2021 (878 thousand Euros) and the timing of entry of new companies acquired within the consolidation area both during the year 2021 and during 2022 which determined in the comparison between the two periods a different weight of the respective amortization of the rights of use of the lease contracts accounted for according to the IFRS 16.

The item "Provision for other risks and loss fund" equal to 400 thousand of Euros which represents the estimate of the costs inherent in the closure of the activities of the subsidiary Chef S.r.l. unipersonale.

6. Losses due to impairment of financial assets

This item is composed of:

(€thousand) 3rd quarter 3rd quarter 30.09.22 30.09.21
2022 2021 (9 months) (9 months)
Allocation of taxable provisions for bad debts 4,877 3,538 10,300 9,489
Allocation of non-taxable provisions for bad debts 345 705 1,708 1,795
Depreciation of investments in other companies 0 0 0 125
Total Losses due to impairment of financial assets 5,222 4,243 12,008 11,409

The provision for bad debts for a total of 12,008 thousand Euros reflects a prudent adjustment of receivables to their presumed realizable value and the increase is due to the increase in sales volumes and associated trade receivables.

7. Other operating costs

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

(€thousand) 3rd quarter
2022
3rd quarter
2021
30.09.22
(9 months)
30.09.21
(9 months)
Operating costs for services 80,970 61,698 196,855 135,150
Operating costs for leases and rentals 156 127 406 341
Operating costs for other operating charges 349 320 1,293 1,209
Total other operating costs 81,475 62,145 198,554 136,700

Operating costs for services, at 30 September 2022, amounted to 196,855 thousand Euros and mainly include the following items: sale expenses, distribution and logistics costs for 159,990 thousand Euros (112,822 thousand Euros in 2021), utility costs for 22,327 thousand Euros (9,589 thousand Euros in 2021), costs for third party work for 2,713 thousand Euros (2,248 thousand Euros in 2021) and maintenance costs of 4,450 thousand Euros (3,657 thousand Euros in 2021) general and administrative services for 4,903 thousand Euros (4,936 thousand Euros in 2021).

In the quarter, the breakdown of the main items of operating costs is as follows: sale expenses, distribution and logistics costs for 63,816 thousand Euros (50,439 thousand Euros in 2021), utility costs for 12,069 thousand Euros (4,461 thousand Euros in 2021), costs for third party work for 1,144 thousand Euros (894 thousand Euros in 2021) and maintenance costs of 1,392 thousand Euros (1,323 thousand Euros in 2021).

It is noted that the increase in absolute terms of the sale expenses, distribution and logistics costs is connected to the increase in sales volumes compared to the previous year and is affected by the increase in logistic tariffs, while the increase in energy and utility costs reflects the impact of the increase in electricity prices used mainly for conservation activities. At Group level, the cost of electricity compared to the same period of the previous year has increased by 12,366 thousand Euros, going from 8,207 thousand Euros at 30 September 2021 to 20,573 thousand Euros at 30 September 2022. Qualifying the companies of the Marr Group as non-energy-intensive companies, they benefited from the tax credit for electricity and gas for the second and third quarters of 2022 to a reduced extent and for a total amount at Group level of 2,219 thousand Euros. The latter amount that was shown within the "Other Sundry earnings and proceeds" grouping of the income statement item "Other revenues".

The item "Costs for the leases and rentals" amounts to 406 thousand Euros in the nine months and 156 thousand Euros in the quarter and represents the lease contracts not within the scope of application of IFRS16 accounting standard.

The operating costs for other operating charges at 30 September 2022 amounted to 1,293 thousand Euros and mainly include the following items: "other indirect taxes, taxes and similar charges" for 612 thousand Euros, "local council duties and taxes" for 167 thousands of Euro and "expenses for credit recovery" for 187 thousand Euros.

8. Financial income and charges

(€thousand) 3rd quarter
2022
3rd quarter
2021
30.09.22
(9 months)
30.09.21
(9 months)
Financial charges 2,207 1,731 5,369 7,864
Financial income (107) (158) (470) (464)
Foreign exchange (gains)/losses 135 86 55 (449)
Total financial (income) and charges 2,235 1,659 4,954 6,951

Preliminarily, it should be noted that as at 30 September 2021 the item "Financial charges" included the amount of approximately 2.9 million Euros referring to the make whole penalty resulting from 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.

In the third quarter of 2022, financial charges amounted to 2,207 thousand Euros and the increase compared to the third quarter of 2021 (1,731 thousand Euros) is mainly attributable to the financial component of the right of use which increases due to the new lease agreements signed at the end of 2021 for the buildings of the Logistic Platform in Piacenza.

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

9. Taxes

The balance of the tax components at 30 September 2022 is negative for 10,147 thousand Euros and detailed as shown in the table below:

(€thousand) 3rd quarter
2022
3rd quarter
2021
30.09.22
(9 months)
30.09.21
(9 months)
Ires-Ires charge transferred to Parent Company 3,747 9,327 8,463 10,338
Irap 941 1,733 2,172 2,382
Previous years tax 37 (60) 37 (60)
Net provision for deferred tax liabilities 330 (825) (525) (1,967)
Total taxes 5,055 10,175 10,147 10,693

10. Earnings per share

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

(Euros) 3rd quarter 3rd quarter 30.09.22
2022 2021 (9 months)
Basic Earnings Per Share 0.21 0.41 0.37 0.43
Diluted Earnings Per Share 0.21 0.41 0.37 0.43

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

Earnings:

(€thousand) 3rd quarter 3rd quarter 30.09.22 30.09.21
2022 2021 (9 months) (9 months)
Profit/(Loss) for the period 14,246 27,217 24,747 28,348
Minority interests 0 0 0 0
Profit/(Loss) used to determine basic and diluted earnings per
share
14,246 27,217 24,747 28,348

Number of shares:

(number of shares) 3rd quarter
2022
3rd quarter
2021
30.09.22
(9 months)
30.09.21
(9 months)
Weighted average number of ordinary shares used to determine
basic earning per share
Adjustments for share options
66,475,970
0
66,525,120
0
66,452,670
0
66,525,120
0
Weighted average number of ordinary shares used to determine
diluted earning per share
66,475,970 66,525,120 66,452,670 66,525,120

11. Other profits/losses

At 30 September 2021 the value of the other profits / losses contained in the consolidated comprehensive income statement referred to the effective part of the hedging transactions in derivatives.

As at 30 September 2022, there are no hedging transactions in place.

These profits / losses have been accounted for, consistently with the provisions of IFRS, in shareholders' equity and highlighted (as required by IAS 1 revised, applicable from 1st January 2009) in the statement of comprehensive consolidated income.

° ° °

Rimini 14 November 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 - Reconciliation of liabilities deriving from financing activities as at 30 September 2022 and at 30 September 2021.

Appendix 1

RECONCILIATION OF LIABILITIES DERIVING FROM FINANCING ACTIVITIES AS AT 30 SEPTEMBER 2022 AND AT 30 SEPTEMBER 2021

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/(re
ceiv
abl
es)
for
hed
ing
fina
ncia
l ins
t p
trum
ent
n-cu
rren
aya
g
s
0 0 0 0 0 0 0
To
tal
fin
ial
inst
ent
ent
no
n-c
urr
anc
rum
s
0 0 0 0 0 0 0
To
tal
lia
bili
tie
risi
fro
fina
nci
al
ivit
ies
act
s a
ng
m
43
5,7
29
(
13,
37
0)
42
,77
4
9,0
87
0 27 39
7,2
11
Re
cili
ati
of
iati
ith
Ca
sh
Flo
St
(
Ind
irec
t M
eth
od
)
ate
nt
con
on
var
on
s w
ws
me
Ca
sh f
low
s (n
f ou
ing
for
uisit
ion
of s
ubs
idia
ries
)
et o
tgo
acq
(
8,3
22)
Ca
low
l de
An
ni S
rl
sh f
s fo
of
idua
bt f
he
uisit
ion
of s
har
e in
io V
erri
ent
or t
ton
r pa
ym
res
acq
(
1,00
0)
Ot
her
ch
es/
lass
ifica
tion
ang
rec
42,
774
Exc
han
aria
tion
rate
ge
s v
s
0
Fair
lue
iatio
va
var
n
27
Tot
al d
iled
le
riat
ions
in
the
tab
eta
va
33
,47
9
Ot
cial
liab
ilitie
her
ch
in fi
ang
es
nan
s
(
33,
310
)
Ne
ial l
litie
r IF
RS
t ch
e in
fin
iabi
s fo
16
ang
anc
6,1
56
Ne
loa
ived
rent
w n
on-
cur
ns r
ece
102
,00
0
Ne
ial i
t ch
e in
fin
ets/
der
ivat
nstr
ang
anc
um
es
0
No
t lo
ent
n-cu
rren
ans
rep
aym
(
41,
367
)
Tot
al c
Cas
low
s St
han
sh
n b
fin
ing
iviti
in t
he
h F
etw
act
ate
nt
ges
ow
een
anc
es
me
33
,47
9

No
al c
n-f
ina
nci
han
ges
Div
ide
nds
30
Sep
ber
tem
Ot
her
ch
es/
ang
ed
and
app
rov
Exc
han
rat
ge
es
Fai
alu
r v
e
31
De
ber
cem
20
21
Ca
flow
sh
s
las
sifi
ion
cat
rec
s
di
ibu
ted
not
str
Pur
cha
ses
iati
var
ons
iati
var
on
20
20
Cur
bles
ban
k
rent
to
pa
ya
25,
716
(
40,
968
)
0 0 0 0 0 66,
684
Cur
rtio
f no
t d
ebt
rent
n o
n cu
rren
127
,42
5
(
88,
077
)
115
,37
7
0 0 0 0 100
,12
5
po
Cur
fina
ncia
l pa
bles
for
bo
nd
ivat
lace
nt i
n U
S d
olla
rent
me
rs
0 (
28,
860
)
27,
386
0 0 876 0 597
ya
pr
e p
Cur
n EU
R
fina
ncia
l pa
bles
for
bo
nd
ivat
lace
nt i
rent
me
164 0 164 0 0 0 0 0
ya
pr
e p
Oth
cial
able
nt f
inan
1,20
0
0 1,20
0
0 0 0 0 0
er c
urre
pay
s
Cur
fina
ncia
bles
for
IFR
S 1
6 le
66 27 0 22 0 0 28
l pa
rent
ntra
cts
ya
ase
co
9,2 (
7,4
11)
2,5 5,6 8,5
Cur
l pa
bles
lea
fina
ncia
for
sing
rent
ntra
cts
ya
co
0 (
56)
56 0 0 0 0 56
Cur
l pa
bles
fina
ncia
for
rcha
f qu
r sh
rent
ota
ya
pu
se o
s o
are
s
1,00
0
(
4,9
30)
0 0 5,9
30
0 0 0
Cur
fina
l pa
bles
for
div
iden
ds
ed
and
t d
but
ed
ncia
istri
rent
ya
app
rov
no
23,
384
0 0 23,
384
0 0 0 0
T
l cu
fina
nci
al p
ble
ota
nt
rre
aya
s
188
,15
5
(
170
,30
2)
146
,71
0
23,
384
11,5
52
876 0 175
,99
0
Cur
bles
/(re
ceiv
able
s)
for
hed
ing
fina
ncia
l ins
rent
trum
ent
pa
ya
g
s
45 (
6)
45 0 0 0 45 6
To
tal
t fi
cia
l in
stru
nts
cur
ren
nan
me
45 (
6)
45 0 0 0 45 6
No
bles
ban
k
t pa
to
n-cu
rren
ya
99,
113
10,0
00
(
115
,14
1)
0 0 0 0 204
,254
No
n U
S d
t fin
ial p
bles
for
bo
nd
ivat
lace
nt i
olla
n-cu
rren
anc
aya
pr
e p
me
rs
99,
836
100
,00
0
(
26,
976
)
0 0 0 0 26,
812
No
ial p
bles
IFR
S 1
6 le
t fin
for
ntra
cts
n-cu
rren
anc
aya
ase
co
56,
684
0 11,7
50
0 0 0 0 44,
934
No
t fin
ial p
bles
for
lea
sing
ntra
cts
n-cu
rren
anc
aya
co
0 0 0 0 0 0 0 0
No
t fin
ial p
bles
for
rcha
f qu
r sh
ota
n-cu
rren
anc
se o
s o
are
s
2,0
00
0 0 0 2,0
00
0 0 0
aya
pu
T
l no
ial
abl
fin
ota
ent
n-c
urr
anc
es
257
,63
3
110
,00
0
(
130
,36
7)
0 2,0
00
0 0 276
,00
0
pay
No
bles
/(re
ceiv
able
s)
for
hed
ing
fina
ncia
l ins
t pa
trum
ent
n-cu
rren
ya
g
s
0 (
49)
0 0 0 0 0 49
To
tal
fina
nci
al i
nt
nst
ent
non
-cu
rre
rum
s
0 (
49)
0 0 0 0 0 49
To
tal
liab
iliti
al a
aris
ing
fro
m f
ina
nci
ctiv
itie
es
s
44
5,8
33
(
60
,35
7)
16,
38
8
23
,38
4
13,
55
2
87
6
45 45
2,0
45
Rec
Ca
St
Ind
iliat
ion
of
riat
ion
ith
sh
Flo
(
irec
t M
eth
od)
ate
nt
onc
va
s w
ws
me
Cas
h flo
(net
of
ing
for
uisit
ion
of s
ubs
idia
ries
)
out
ws
go
acq
(
55,
427
)
Oth
clas
han
/ re
sific
atio
er c
ges
n
16,3
88
Exc
han
riat
ions
rate
ge
s va
876
Fair
lue
iatio
va
var
n
45
Tot
al d
iled
riat
ions
in
the
tab
le
eta
va
(
38
,11
8)
Oth
han
in
fina
ncia
l lia
bilit
ies
er c
ges
(
47,
218
)
Ne
l lia
bilit
IFR
S16
t ch
e in
fina
ncia
ies
for
ang
12,4
94
Ne
loa
ived
ent
w n
on-
curr
ns r
ece
190
,00
0
Ne
fina
l ins
ets/
t ch
e in
ncia
der
ivat
trum
ang
es
(
10)
No
t lo
ent
n cu
rren
ans
rep
aym
(
193
,384
)
Tot
al c
Ca
low
s St
han
sh
n b
fina
ncin
ctiv
ities
in
the
sh F
etw
ate
nt
ges
ow
een
g a
me
(
38
,11
8)

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

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

Rimini, 14 November 2022

Pierpaolo Rossi Manager responsible for the drafting of corporate accounting documents