VCP/ACR/lsm - RC061842022BD1418
,
Italian Wine Brands S.p.A.
Independent auditor’s report pursuant
to article 14 of Legislative Decree n.
39, dated January 27, 2010, and
article 10 of EU Regulation n.
537/2014
Consolidated financial statements at
December 31, 2022
Tel: +39 02 58.20.10
www.bdo.it
Viale Abruzzi, 94
20131 Milano
Bari, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Padova, Palermo, Roma, Torino, Verona
BDO Italia S.p.A. – Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 1.000.000 i.v.
Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842
Iscritta al Registro dei Revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013
BDO Italia S.p.A., società per azioni italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte
della rete internazionale BDO, network di società indipendenti.
Page 1 of 5
Independent auditor’s Report
pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010, and article 10
of EU Regulation n. 537/2014
To the Shareholders of
Italian Wine Brands S.p.A.
Report on the consolidated financial statements
Opinion
We have audited the consolidated financial statements of Italian Wine Brands Group (the “Group”), which
comprise the consolidated statement of financial position as at December 31, 2022, the consolidated
Comprehensive Income Statement, the consolidated statement of changes in shareholders’ equity, the
consolidated cash flow for the year then ended and notes to the consolidated financial statements,
including a summary of significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the financial position of
the Group as at December 31, 2022, and of its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the European Union,
as well as the regulation issued to implement art. 9 of Legislative Decree n. 38/’05.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the consolidated financial statements section of our report. We are independent of Italian Wine Brands
S.p.A. (the “Company”) in accordance with the ethical and independence requirements applicable in Italy
to the audit of financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010, and article 10 of EU
Regulation n. 537/2014
Page 2 of 5
Key audit matter
Audit response
IMPAIRMENT OF GOODWILL
NOTE 6 “GOODWILL”
The total goodwill - equal to Euro 214,743 thousand
- arises from the following business combinations:
Provinco Italia S.p.A. for Euro 11,289 thousand;
Giordano Vini S.p.A. for Euro 43,719 thousand;
Pro.Di.Ve. S.r.l. for Euro 447 thousand; Raphael Dal
Bo AG for Euro 12,854; Enoitalia S.p.A. for Euro
112,776 thousand, Enovation Brans Inc per Euro
17,061 thousand e Barbanera S.r.l. e Fossalto S.r.l.
for a total amount of Euro 16,597 thousand.
At December 31, 2022, goodwill and intangible
assets with an indefinite useful life were subjected
to an impairment test, which consists of estimating
the recoverable value of the CGUs, that for IWB are
controlled entities, and comparing them it with the
net book value of the related assets, including
goodwill.
The value in use corresponds to the present value
of future cash flows that are expected to be
associated with the assets subject to impairment,
using a rate that reflects the specific risks of the
individual CGUs at the valuation date.
At December 31, 2022, there were impairment
between the book value and the relative value in
use (determined according to the Discounted Cash
Flow method).
The recoverability of goodwill is considered a key
audit matter for the audit of the consolidated
financial statements, due to the subjectivity of the
selection of parameters used to estimate the value
in use.
Our main audit procedures performed are the
following:
▪
with the support of BDO experts:
-
we verified the reasonableness of key
assumptions underlying the plans of the
management;
-
we verified the adequacy of the
impairment model prepared by the Group
and its compliance to the applicable
accounting principles;
-
we assessed the key underlying
assumptions for the impairment model, in
particular the ones related to cash flow
projections, future growth rates and
discount rates and determination of
“terminal value”;
-
we verified the clerical accuracy of the
impairment model;
▪
we verified the disclosures provided in the
accompanying notes.
Responsibilities of the Directors and Those charged with governance for the consolidated financial
statements
The Directors are responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with International Financial Reporting Standards as adopted by the European
Union, as well as the regulation issued to implement art. 9 of Legislative Decree n. 38/’05 and, within the
terms prescribed by the law, for such internal control as they determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless they either intend to liquidate the Parent Company
Italian Wine Brands S.p.A. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010, and article 10 of EU
Regulation n. 537/2014
Page 3 of 5
Auditor’s Responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.
As part of an audit in accordance with ISA Italia, we exercised professional judgment and maintain
professional skepticism throughout the audit. We also have:
▪
Identified and assessed the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, designed and performed audit procedures responsive
to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
▪
Obtained an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
▪
Evaluated the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
▪
Concluded on the appropriateness of the Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
▪
Evaluated the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
▪
Obtained sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion on the consolidated financial
statements.
We have communicated with Those charged with governance, as properly identified in accordance with
ISA Italia, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We have also provided Those charged with governance with a statement that we have complied with
relevant ethical and independence requirements applicable in Italy and communicated with them all
relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate relevant risks or the safeguards measures applied.
From the matters communicated with Those charged with governance, we determined those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We described those matters in our auditor’s report.
Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010, and article 10 of EU
Regulation n. 537/2014
Page 4 of 5
Other information communicated pursuant to article 10 of Regulation (EU) 537/2014
We were initially engaged by the Shareholders meeting of Italian Wine Brands S.p.A. on April 22, 2021, to
perform the audits of the Company’s and the consolidated financial statements of the Group of each
fiscal year starting from December 31, 2021, to December 31, 2029.
We declare that we did not provide prohibited non-audit services, referred to article 5, paragraph 1, of
Regulation (EU) 537/2014, and that we remained independent of the Company in conducting the audit.
We confirm that the opinion on the consolidated financial statements of Italian Wine Brands S.p.A.
included in this audit report is consistent with the content of the additional report prepared in
accordance with article 11 of the EU Regulation n.537/2014, submitted to Those charged with
governance.
Reports on other legal and regulatory requirements
Opinion on the compliance to the requirements of Delegated Regulation (EU) 2019/815
The Directors of Italian Wine Brands S.p.A. are responsible for the application of the requirements of
Delegated Regulation (EU) 2019/815 of European Commission regarding the regulatory technical standards
pertaining the electronic reporting format specifications (ESEF – European Single Electronic Format)
(hereinafter the “Delegated Regulation”) to the consolidated financial statements, to be included in the
Annual financial report.
We have performed the procedures required under audit standard (SA Italia) no. 700B in order to express
an opinion on the compliance of the consolidated financial statements at December 31, 2022 to the
requirements of the Delegated Regulation.
In our opinion, the consolidated financial statements at December 31, 2022 have been prepared in XHTML
format and have been marked-up, in all material respects, in compliance to the requirements of
Delegated Regulation.
Due to certain technical limitations, some information included in the explanatory notes to the
consolidated financial statements when extracted from the XHTML format to an XBRL instance may not be
reproduced in an identical manner with respect to the corresponding information presented in the
consolidated financial statements in XHTML format.
Opinion pursuant to article 14, paragraph 2, ( e), of Legislative Decree n. 39 dated 27 January 2010
and of article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998
The Directors of Italian Wine Brands S.p.A. are responsible for the preparation of the report on operations
and of the corporate governance report of Italian Wine Brands S.p.A. as at December 31, 2022, including
their consistency with the consolidated financial statements and their compliance with the applicable
laws and regulations.
We have performed the procedures required under audit standard (SA Italia) n. 720B in order to express
an opinion on the consistency of the report on operations and of specific information of the corporate
governance report as provided by article 123-bis, paragraph 4, of Legislative Decree n. 58/’98, with the
consolidated financial statements of Italian Wine Brands Group as at December 31, 2022 and on their
compliance with the applicable laws and regulations, and in order to assess whether they contain
material misstatements.
In our opinion, the report on operations and the above-mentioned specific information of the corporate
governance report are consistent with the consolidated financial statements of Italian Wine Brands Group
as at December 31, 2022 and are compliant with applicable laws and regulations.
Italian Wine Brands S.p.A. | pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010, and article 10 of EU
Regulation n. 537/2014
Page 5 of 5
With reference to the assessment pursuant to article 14, paragraph. 2, (e), of Legislative Decree n.
knowledge and understanding of the entity and its environment obtained through our
audit, we have nothing to report.
Milan, April 11, 2023
BDO Italia S.p.A.
Signed by Vincenzo Capaccio
Partner
translated into the English language solely for the convenience of
international readers. Accordingly, only the original text in Italian language is authoritative.
VCP/ACR/lsm - RC061842022BD1416
Italian Wine Brands S.p.A.
Independent auditor’s report pursuant
to article 14 of Legislative Decree n.
39, dated January 27, 2010, and
article 10 of EU Regulation n.
537/2014
Financial statements at December 31, 2022
Page 1 of 4
Tel: +39 02 58.20.10
www.bdo.it
Viale Abruzzi, 94
20131 Milano
Bari, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Padova, Palermo, Roma, Torino, Verona
BDO Italia S.p.A. – Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 1.000.000 i.v.
Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842
Iscritta al Registro dei Revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013
BDO Italia S.p.A., società per azioni italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte
della rete internazionale BDO, network di società indipendenti.
Independent auditor’s Report
pursuant to article 14 of Legislative Decree n. 39, dated January 27 2010 and article 10
of EU Regulation n. 537/2014
To the shareholders of
Italian Wine Brands S.p.A.
Report on the financial statements
Opinion
We have audited the financial statements of Italian Wine Brands S.p.A. (the Company), which comprise
the Statement of Financial Position as at December 31, 2022, the Comprehensive Income Statement, the
statement of changes in shareholders’ equity, and the statement of cash flows for the year then ended
and notes to the financial statements, including a summary of significant accounting policies.
In our opinion the financial statements give a true and fair view of the financial position of the Company
as at December 31, 2022 and of its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards as adopted by the European Union, as well
as the regulation issued to implement article 9 of Legislative Decree N0. 38/05.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company in accordance with
the ethical and independence requirements applicable in Italy to the audit of financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Page 2 of 4
Italian Wine Brands S.p.A. Independent auditor’s Report pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010, and article10 of EU
Regulation n. 537/2014
Key audit matter
Audit response
IMPAIRMENT OF INVESTMENTS IN SUBSIDIARIES
NOTES 2 “ACCOUNTING PRINCIPLES– EQUITY
INVESTMENTS” and 7 “EQUITY INVESTMENTS”
Investments in subsidiaries are accounted for in the
financial statements for a total amount of euro
263,556 thousand and are mainly referred to the
wholly controlled companies Giordano Vini S.p.A.,
Provinco S.p.A. and Enoitalia S.p.A., Enovation
Brands Inc, Barbanera S.r.l., Fossalto S.r.l..
Equity investments in subsidiaries and associates
are valued at the purchase cost, possibly reduced in
the event of distribution of capital or capital
reserves or in the presence of impairment losses
determined by applying the so-called impairment
test.
Impairment of investments in subsidiaries is
considered a key audit matter for the audit of the
financial statements, due to the subjectivity of the
selection of parameters used to estimate the
recoverable amount.
Our main audit procedures performed are the
following:
▪
we verified the proper classification and
related accounting treatment based on the
applicable accounting principles;
▪
we obtained and examined the financial
statements as of December 31, 2022, of the
subsidiaries, which are either audited directly,
according to specific legal audit
engagements,or obtained of the appropriate
audit evidence by the component auditor;
▪
we compared the value of investment in
subsidiaries to the equity portion attributable
to the parent company;
▪
with reference to the impairment test, also
being supported by BDO experts:
-
we verified the reasonableness of key
assumptions underlying the plans of the
management;
-
we verified the adequacy of the
impairment model prepared by the Group
and its compliance with the applicable
accounting principles;
-
we assessed the key underlying
assumptions for the impairment model, in
particular the ones related to cash flow
projections, future growth rates and
discount rates and determination of
“terminal value”;
-
we verified the clerical accuracy of the
impairment model;
▪
we verified the disclosures provided in the
accompanying notes.
Responsibilities of the Directors and Those Charged with Governance for the Financial Statements
The Directors are responsible for the preparation and fair presentation of the financial statements in
accordance with International Financial Reporting Standards as adopted by the European Union, as well as
the regulation issued to implement article 9 of Legislative Decree N0. 38/05 and, within the terms provide
by the law, for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless they either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Page 3 of 4
Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010, and article10 of EU
Regulation n. 537/2014
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISA Italia will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISA Italia, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also have:
▪ Identified and assessed the risks of material misstatement of the financial statements,
whether due to fraud or error, designed and performed audit procedures responsive to those
risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
▪ Obtained an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control.
▪ Evaluated the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Directors.
▪ Concluded on the appropriateness of the Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
▪ Evaluated the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We have communicated with those charged with governance, as properly identified in accordance with ISA
Italia, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We have also provided those charged with governance with a statement that we have complied with
relevant ethical and independence requirements applicable in Italy and communicated with them all
relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate relevant risks, or the safeguards measures applied.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We described those matters in the auditor’s report.
Page 4 of 4
Italian Wine Brands S.p.A. | pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010, and article10 of EU
Regulation n. 537/2014
Other information communicated pursuant to article 10 of Regulation (EU) 537/2014
We were initially engaged by the shareholders meeting of Italian Wine Brands S.p.A. on April 22, 2021 to
perform the audits of the financial statements of each fiscal year starting from December 31, 2021 to
December 31, 2029.
We declare that we did not provide prohibited non audit services, referred to article 5, paragraph 1, of
Regulation (EU) 537/2014, and that we remained independent of the company in conducting the audit.
We confirm that the opinion on the financial statements included in this audit report is consistent with the
content of the additional report prepared in accordance with article 11 of the EU Regulation n.537/2014,
submitted to those charged with governance.
Reports on other legal and regulatory requirements
Opinion on the compliance to the requirements of Delegated Regulation (EU) 2019/815
The Directors of Italian Wine Brands S.p.A. are responsible for the application of the requirements of
Delegated Regulation (EU) 2019/815 of European Commission regarding the regulatory technical standards
pertaining the electronic reporting format specifications (ESEF European Single Electronic Format)
financial report.
We have performed the procedures required under audit standard (SA Italia) no. 700B in order to express
an opinion on the compliance of the financial statements to the requirements of the Delegated
Regulation.
In our opinion, the financial statements at December 31,2022 have been prepared in XHTML format in
compliance to the requirements of Delegated Regulation.
Opinion pursuant to article 14, paragraph 2, (e), of Legislative Decree n. 39/10 and of article 123-bis
paragraph 4 of Legislative Decree n. 58/98.
The Directors of Italian Wine Brands S.p.A.
are responsible for the preparation of the report on operations
and of the corporate governance report of Italian Wine Brands S.p.A. as at December 31, 2022, including
their consistency with the financial statements and their compliance with the applicable laws and
regulations.
We have performed the procedures required under audit standard (SA Italia) n. 720B
in order to express an
opinion on the consistency of the report on operations and of specific information of the corporate
governance report as provided by article 123-bis, paragraph. 4 of Legislative Decree n. 58/98, with the
financial statements of Italian Wine Brands S.p.A. as at December 31, 2022 and on their compliance with
the applicable laws and regulations, and in order to assess whether they contain material misstatements.
In our opinion, the report on operations and the above-mentioned specific information of the corporate
governance report are consistent with the financial statements of Italian Wine Brands S.p.A. as at
December 31, 2022 and are compliant with applicable laws and regulations.
With reference to the assessment pursuant to article 14, paragraph. 2, (e), of Legislative Decree n. 39/10
based on our knowledge and understanding of the entity and its environment obtained through our audit,
we have nothing to report.
Milan, April 11, 2023
BDO Italia S.p.A.
Signed by Vincenzo Capaccio
Partner
international readers.
Accordingly, only the original text in Italian language is authoritative.
CONSOLIDATED ANNUAL FINANCIAL REPORT
31 DECEMBER 2022
Registered office in Milan, Viale Abruzzi, 94
Tax Code Company Reg. No. 08851780968
Registered in the Companies Register of Milan
R.E.A. No. 2053323
www.italianwinebrands.it
Table of contentent
Composition of Administrative and Supervisory bodies 3
Letter to Shareholders 4
Directors’Report on Operations 6
Consolidated Annual Financial Reports
Consolidated Statement of Financial Position 42
Comprehensive Income Statement 43
Statement of changes in Shareholders’ Equity 44
Statement of Cash Flows 45
Form and contents of the Consolidated Financial Report 46
Notes to the Financial Statement 70
Separate Annual Financial Reports 100
These separate and consolidated financial statements constitute an official version in English language which is
compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815.
3 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
3 |
Composition of Corporate Bodies
Board of DIrectors
Alessandro Mutinelli (Chief Executive Officer and Chairman)
Giorgio Pizzolo (Deputy Chairman)
Pier Paolo Quaranta (Director with delegated powers)
Sofia Barbanera
Antonella Lillo (Indipendent Director)
Massimiliano Mutinelli
Marta Pizzolo
Board of Statutory Auditors
David Reali (Chairman of the Board of Statutory Auditors)
Debora Mazzaccherini (Statutory Auditor)
Eugenio Romita (Statutory Auditor)
Indipendent Auditors
BDO Italia S.p.A.
Nomad
Intesa Sanpaolo S.p.A.
Letter to shareholders
Dear Shareholders,
In 2021 your company became the first Italian wine operator, reaching the goal we set at the
time of listing. In 2022, in an exceptionally complex global context, characterized by continuous
increases in the costs of production factors, scarcity of raw materials, reduced consumer
spending capacity and repositioning of consumption in the post-Covid commercial channels,
we worked tirelessly to satisfy our customers all over the world and to search for new ones.
In this world, which changes continuously and unpredictably, we have continued to invest in
the diversification of our product portfolio, customers, markets and commercial channels.
Your company is much stronger today than it was a few years ago, being less dependent on
individual customers or markets. The acquisitions completed in 2022, both the US import
company Enovation Brands Inc., and the Tuscan company Barbanera are pillars of thei strategy.
With the first, we entered directly on the leading market by destination for Italian wine. With
the second, we have acquired expertise in a range of premium wines, which were lacking in
the company portfolio and which we believe will realise excellent results in the years to come.
2022 proforma turnover reached 430 M, towards 409 M in 2021. However, we were unable to
transfer to our customers all the cost increases that occurred during the year and for this
reason the marginality has been affected.
After the many acquisitions completed we now intend to further optimize our operations,. We
have 5 production plants in 4 Italian regions, 4 companies abroad and 6 in Italy. We imagine a
more efficient way to manage the group and we are creating it, enhancing our people and our
assets. This, together with the repositioning of prices, should lead to a reduction in costs and
an improvement in profitability.
In terms of innovation, we are moving into new “areas”, experimenting with low/no alcohol
products, to intercept new consumption trends and expanding our presence in the "sparkling
wines" market where, already today, we are the second largest producer of Prosecco from
Italy. The most influent market forecasts forecast global growth in the "sparkling wines"
category and in the premium segments of still wines, exactly where we have invested in the
last three years.
More over, important investments are underway (from a sustainability point of view) to make
our factories energy independent, reduce costs and improve our environmental profile.
Today your group is a large one, recognized and respected on the market, it has developed its
corporate culture, based on positive values, shared by all managers and employee. We sell
5 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
5 |
about 180 million bottles a year, every day we ship about 800,000 bottles, which reach every
corner of the Earth. We are still determined to grow, there is room for growth and we want to
take it.
Alessandro Mutinelli
Chairman and CEO
Directors' Report on Operations
1. Analysis of the Company's situation, performance and operating results
1.1. Reference market in which the company operates
2022 was a complex year for the international economy, characterized by a significant recovery
in consumption, the awakening of a highly inflationary scenario and fears for energy supplies,
especially natural gas and raw materials. This scenario was fueled, by consumers' desire for a
return to normality, social stability and the realignment of consumption habits after the two-
year period marked by the Covid-19 pandemic, and by, fears for the conflict in Ukraine and the
consequent stop to imports of Russian gas into Europe as well as the ongoing geopolitical
tensions.
The demand and the positioning of Italian wine in the world have been conditioned by many
factors, even external to the wine sector; a year of «black&white» characterized and influenced
by:
• strong instability of the global geopolitical situation, triggered mainly by the war in Ukraine,
with a consequent rise in inflation;
• worsening of the effects of the energy crisis with consequences on the costs and availability
of raw and packaging materials (so-called "dry materials") and in the management of the supply
chains of all industrial sectors;
• favorable euro-dollar exchange rate for Italy which made it possible to offset part of the
increases in production costs and to recover competitiveness on US$ markets such as the USA
and Canada;
• global recovery of tourism, which has gave a strong boost to wine consumption in the ho.re.ca
channel all over the world;
• great appeal for Italian wine worldwide which promoted operators who adopted a
commercial policy based on market diversification;
• unstoppable success of Italian “sparkling” which drives the growth of the sector and the export
of Italian wine in general;
• double and triple digit growth in many emerging countries (Vietnam, Africa).
Italy confirms itself as the first world exporter of wine by volume, followed by France, which
however is first by value of exports. 2022 marked a new historical record for the trade of Italian
7 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
7 |
wine in the world. In fact, the year closed with a 12% increase in value, for a consideration of 8
billion euro. Positive trend also for France which reaches 12.5 billion euros of wine exports, while
Spain stops at 3 billion euros.
Furthermore, with a total of 526 DOP IGP wines, Italy is the number 1 country in Europe for
certified products.
If the volumes in the main markets tend to decrease, in terms of value, exports show variable
growth from country to country. The top 5 countries for Italian wine exports performed very
well in 2022 USA (+16%), United Kingdom (+32.7%), Canada (+21.7%) and Japan (+25.3%) .
Germany decreased (-11.9% in value; -4.4% in volume), a strongly "price-driven" market, more
marked by the growth in prices and the economic situation.
In the last 10 years, the weight of Italian wine sales in the European Union has dropped from
57% to 39% while exports to other developing markets have grown, such as Asia, where it has
reached 7% of the overall exports. The best performances in 2022 were those recorded in
emerging countries such as Thailand (+146%), Vietnam (+120%), India (+113%), Angola
(+112%), Malaysia (+99%) and the Philippines ( +92%).
In this context, the Italian Wine Brands Group has pursued its "mission", which is to bring its
branded products to customers around the world through all commercial channels, with the
aim of making them happy in the purchasing and consumption experience. This mission,
considered to be the basis of the creation of value in the medium term, was implemented by
developing every action necessary to maintain the supply chain in safety, in particular of dry
materials, and directly absorbing part of the increase in the costs of factors of production which
were progressively created during the year which has just ended. These actions allow us to
have an increasingly solid, resilient and significantly growing customer base today.
Italian Wine Brands also pursued the mission described above during the year by continuing
the M&A activity in particular with the acquisition of 85% of Enovation Brands Inc. finalized in
April and with the acquisition in December of 100% of the company owned by the Blackbeard
family.
In terms of reference markets, IWB achieves its turnover predominantly and increasingly with
foreign customers and only for a residual part with national customers.
Sales are primarily through a portfolio of proprietary and registered brands. In particular, the
Group operates under the following different brands:
9 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
9 |
With centralised governance functions (finance & IT, sales&marketing, production and quality,
and purchasing), the IWB Group is unique because it has three different sales and distribution
channels.
• the "wholesale" channel for the sale of products to operators in the sector, such as
large-scale distribution chains, state monopolies and traditional trade,
• the "distance selling" channel for direct sales of products in the portfolio to private
consumers.
• the Ho.re.ca channel aimed at the sale to hotels, restaurants and catering in which the
IWB group is active, thanks to the acquisition of Enoitalia S.p.A, in particular in the US
market and in UK.
The three distribution channels also rely on a centralised production structure consisting of (i)
5 owed cellars in Diano d'Alba (CN), Torricella (TA), Calmasino (VR) and Montebello (VI) and
nine bottling lines owned by the Group and located as follow: one in Diano d'Alba (CN) three
in Montebello (VI) four in Calmasino (VR) and one in Cetona (SI)
From a corporate point of view, IWB S.p.A. carries out management activities for Group
companies as well as management and coordination activities, directly holding controlling
interests in the main Group companies: Giordano Vini S.p.A., Provinco Italia S.p.A., Enoitalia
S.p.A, Enovation Brands Inc., Barbanera s.r.l. e Fossalto s.r.l.
IWB Uk Ltd is the company established in 2022 as the Group's exporter to the British market
in compliance with the new regulations that will come into force this year and which require
the formal indication of the exporter on the label.
The corporate organization chart of the Italian Wine Brands group is provided below, also
following the aforementioned acquisition of Enoitalia S.p.A. and its subsidiaries.
11 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
11 |
1.2.1 Consolidated situation
The main comments on the reclassified Statement of Financial Position and Income Statement
presented at the end of this section are provided below. The consolidated Annual Report of
the Group, between 2020 and 2022, shows the following results, expressed in € thousand.
The economic results of Enovation Brands Inc are consolidated starting from the acquisition
and therefore limited to the period April-December 2022; for the companies Blackbeard s.r.l.
and Fossalto s.r.l. the consolidation as at 12/31/22 was carried out only at equity level.
The pro-forma income statement is aimed at providing the economic representation of the
IWB Group following the acquisition.
1
Pro-forma consolidated figures relating to all companies of the group perimeter for the period 1 January 2022 – 31 December 2022.
2
The restated accounting data at 31/12/2022 (restated EBITDA and restated Profit/(Loss) for the Period) are shown gross of non-recurring cost, as
detailed on page 14.
31.12.2022 31.12.2021
€thousand
pro-forma
(1)
pro-forma
(1)
Revenue from sales
430.312 390.654 408.934 313.227 204.311
Change in inventories
3.320 610 19.524 13.333 4.780
Other income
5.897 5.574 2.953 2.645 1.538
Total revenues
439.529 396.838 431.411 329.204 210.629
Purchase costs
(298.387) (271.790) (295.527) (217.705) (123.650)
Costs for services
(78.190) (70.990) (72.362) (62.009) (52.159)
Personnel costs
(24.256) (21.633) (20.492) (14.563) (8.125)
Other operating costs
(1.520) (1.368) (1.200) (898) (1.091)
Total operating costs
(402.352) (365.781) (389.581) (295.174) (185.025)
Restated EBITDA (2)
37.177 31.057 41.829 34.030 25.604
EBITDA
35.871 29.735 38.808 31.009 23.604
Restated net profit/(loss)
15.212 12.040 20.463 16.715 15.634
Net profit/(loss)
14.212 11.033 18.284 14.537 14.192
Net financial debt
146.547 146.547 121.256 121.256 10.332
of which net financial debt - third-party
lenders
121.877 121.877 107.977 107.977 (1.437)
of which net financial debt - Deferred
price acquisitions
7.621 7.621 0 0 1.861
of which net financial debt - right-of-use
liabilities
17.049 17.049 13.279 13.279 9.908
31.12.2022
31.12.2021
31.12.2020
The reclassified consolidated statement of financial position and income statement are shown
below.
Reclassified statement of financial position
€thousand
31.12.2022 31.12.2021 31.12.2020
Other intangible assets
39.021 35.983 34.005
Goodwill
214.743 181.085 68.309
Tangible assets
52.131 50.124 15.104
Right-of-use assets
17.709 14.042 9.637
Equity investments
5 3 2
Total Fixed Assets
323.609 281.237 127.057
Inventory
102.815 77.908 25.490
Net trade receivables
61.599 68.144 30.567
Trade Payables
(136.717) (137.367) (56.809)
Other assets (liabilities)
(1.842) 1.286 (2.541)
Net working capital
25.855 9.970 (3.293)
Payables for employee benefits
(1.444) (1.212) (621)
Net deferred and prepaid tax assets (liabiliies)
(7.870) (8.451) (8.028)
Other provisions
(288) (334) (261)
NET INVESTED CAPITAL
339.861 281.210 114.854
Shareholders' equity
193.315 159.954 104.521
Profit (loss) for the period
11.242 14.537 14.193
Share capital
1.124 1.046 880
Other reserves
181.314 144.371 89.448
Shareholders’ equity of NCIs
(366) 0 0
Net Financial position
121.877 107.977 (1.437)
Deferred price acquisitions
7.621 0 1.861
Right of use liabilities
17.049 13.279 9.908
TOTAL SOURCES
339.861 281.210 114.854
13 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
13 |
Reclassified Income stetement
€thousand
Restated Restated Restated Restated Restated
31.12.2022 31.12.2021
pro-forma pro-forma
Revenue from sales
430.312 390.654 408.934 313.227 204.311
Change in inventories
3.320 610 19.524 13.333 4.780
Other income
5.897 5.574 2.953 2.645 1.538
Total revenue
439.529 396.838 431.411 329.204 210.629
Purchase costs
(298.387) (271.790) (295.527) (217.705) (123.650)
Costs for services
(78.190) (70.990) (72.362) (62.009) (52.159)
Personnel costs
(24.256) (21.633) (20.492) (14.563) (8.125)
Other operating costs
(1.520) (1.368) (1.200) (898) (1.091)
Operating costs
(402.352) (365.781) (389.581) (295.174) (185.025)
EBITDA
37.177 31.057 41.829 34.030 25.604
Write-ups / (Write-downs)
(833) (803) (1.212) (1.152) (1.427)
Amortization and depretiation
(11.450) (9.666) (9.264) (6.948) (3.960)
Operating result from core business
24.894 20.588 31.353 25.930 20.217
Exceptional items
(1.306) (1.322) (3.021) (3.021) (2.000)
Net releases (accruals) for provision risks and charges
(59) (54) 0 0 0
EBIT
23.530 19.213 28.332 22.909 18.217
Net financial income/(expenses)
(5.645) (5.518) (4.308) (3.938) (1.186)
EBT
17.885 13.695 24.024 18.970 17.031
Taxes
(3.673) (2.662) (5.739) (4.433) (2.839)
Net Result
14.212 11.033 18.284 14.537 14.192
Tax effect of exceptional charges
364 369 843 843 558
Net profit before exceptional items and related tax effect 15.212 12.040 20.463 16.715 15.634
31.12.2022
31.12.2021
31.12.2020
Summary of Management Adjustments
• Costs for services equal to Euro 424 thousand and relating to i) Euro 225 thousand aimed at the acquisition of 85% of
the share capital of Enovation Brands Inc for legal and notary consultancy, financial advisory and due diligence, ii) Euro
20 thousand for consultancy relating to the acquisition of the companies Barbanera srl and Fossalto srl. ii) Euro 179
thousand for legal consultancy relating to settlements with former employees and feasibility studies on new projects.
• Personnel costs of Euro 150 thousand relating to settlements with former employees.
• Other operating costs equal to Euro 732 thousand for a fraud committed against the company Enoivation Brands Inc
Alternative performance indicators
In this annual financial report, some economic-financial indicators are presented and
commented on, which are not identified as accounting measures under the IAS-IFRS, but which
allow commenting on the Group's business performance. These figures, defined below, are
used to comment on the performance of the Group's business in compliance with the
Reclassified Income stetement
€thousand
Reported
Management adjustments Restated
31.12.2022 31.12.2022
pro-forma pro-forma
Revenue from sales
430.312 430.312
Change in inventories
3.320 3.320
Other income
5.897 0 5.897
Total revenue
439.529 0 0 439.529
Purchase costs
(298.387) (298.387)
Costs for services
(78.614) 424 0 (78.190)
Personnel costs
(24.406) 150 0 (24.256)
Other operating costs
(2.252) 732 (1.520)
Operating costs
(403.658) 1.306 0 (402.352)
EBITDA
35.871 1.306 0 37.177
Write-ups / (Write-downs)
(833) (833)
Amortization and depretiation
(11.450) (11.450)
Operating result from core business
23.588 1.306 0 24.894
Exceptional items -
(1.306) 0 (1.306)
Net releases (accruals) for provision risks and charges
(59) (59)
EBIT
23.530 0 0 23.530
Net financial income/(expenses)
(5.645) (5.645)
EBT
17.885 0 0 17.885
Taxes
(3.673) (3.673)
Net Result
14.212 0 0 14.212
Tax effect of exceptional charges
364
Net profit before exceptional items and related tax effect
15.212
(1)
(2)
15 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
15 |
provisions of the Consob Communication of 28 July 2006 (DEM 6064293) and subsequent
amendments and additions (Consob Communication n.0092543 of 3 December 2015 which
transposes the guidelines ESMA/2015/1415). The alternative performance indicators listed
below should be used as an information supplement to the provisions of the IAS-IFRS to assist
users of the financial report in a better understanding of the Group's economic, equity and
financial performance. It should be noted that the criterion used by the Group may not be
homogeneous with that adopted by other groups and the balance obtained may not be
comparable with that determined by the latter. Below is the definition of the alternative
performance indicators used in the Annual Financial Report:
EBITDA restated", with respect to the "Net result" shown in the consolidated statement of
comprehensive income, is composed as follows:
Net Income less items (i) “Taxes”, (ii) “Net Financial Income and Charges”, (iii)
“Revaluations/(Write-downs)” including inventory write-down and trade receivables write-
down, (iv) “Provisions for risks" and the item (v) "Depreciation", (vi) also net of non-recurring
costs and income and costs related to the medium-long term incentive plan for management.
Net result before non-recurring expenses and related tax effect: used for the comparison at
the level of total consolidated result, it represents the profit/loss net of income and expenses
of a non-recurring nature, inclusive of the related taxes. As such, the indicator provides useful
and immediate feedback on the income trend for the year not affected by non-recurring items.
Total fixed assets: calculated as the algebraic sum of the following items: Goodwill; Other
intangible fixed assets, tangible fixed assets, right-of-use assets; Financial fixed assets
including: non-current financial assets, deferred tax assets.
Net working capital: calculated as the algebraic sum of inventories, net trade receivables,
trade payables, other assets and liabilities.
Net invested capital (CIN): calculated as the algebraic sum of: net working capital, total fixed
assets, payable for employee benefits, deferred tax assets and liabilities and other provisions.
This indicator represents the "Need" of capital necessary for running the company at the date
of the financial statements, financed in the two components Own funds (Equity) and Third-
party funds (Net financial debt; Deferred acquisition price; Liabilities for rights of use ).
Consolidated net financial position (NFP) or also "Total Financial Debt" in the ESMA
definition: it is calculated as the algebraic sum of the following items: cash and cash
equivalents, non-current/current financial liabilities which also include payables linked to the
price on acquisitions still to be paid and the positive/negative fair values of hedging derivatives
and current financial assets included in the item "other receivables and other current assets".
1.2.2 Financial and equity position of the Parent Company
The financial statement of IWB S.p.A. at 31 December 2022 shows:
• A Net Profit for the period of € 9,4 million (€ 9,8 million at 31 December 2021);
• Net financial position of €95,3 million (€72,5million at 31 December 2021). The
increase is explained by the acquisition of Enovation Brands Inc, Barbanera srl and
Fossalto srl
Below is a summary of the parent company's statement of financial position, financial position
and income statement.
Reclassified statement of financial position
€thousand
31.12.2022 31.12.2021 31.12.2020
Other intangible assets
119 196 224
Tangible assets
102 122 143
Right-of-use assets
119 179 238
Equity investments
263.557 205.481 54.256
Total Fixed Assets
263.897 205.978 54.861
Net trade receivables
2.558 2.282 112
Trade Payables
(319) (211) (121)
Other assets (liabilities)
3.225 4.736 4.354
Net working capital
5.464 6.807 4.345
Payables for employee benefits
(42) (37) (24)
Net deferred and prepaid tax assets (liabiliies)
32 85 0
Other provisions
0 0 0
NET INVESTED CAPITAL
269.351 212.833 59.182
Shareholders' equity
174.199 140.266 89.264
Profit (loss) for the period
9.444 9.780 7.799
Share capital
1.124 1.046 880
Other reserves
163.630 129.440 80.585
Net Financial position
87.384 72.351 (32.229)
Deferred price acquisitions
7.621 0 1.861
Right of use liabilities
146 216 286
TOTAL SOURCES
269.351 212.833 59.182
17 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
17 |
In relation to the above statement of financial position, it should be noted that:
- The equity investments in subsidiary companies consist of Giordano Vini S.p.A. for
€32,823 thousand, Provinco Italia S.p.A. for €21,433 thousand, Enoitalia S.p.A. for
151.225thousand, Enovation Brands Inc for € 15.066 thousand, Barbanera srl and
Fossalto srl for total amount of € 43.010 thousand
- current and non-current financial assets are represented by receivables / loans from
subsidiaries.
In relation to the situation described above in the income statement:
- dividends refer entirely to the subsidiary Provinco Italia S.p.A.;
- costs for services include € 320 thousand for directors, statutory auditors and OdV fees
and € 402 thousand for consultancy;
- financial income refers to interest income accrued on the loan granted to the
subsidiaries Giordano Vini S.p.A. (equal to € 736 thousand), Enoitalia Sp.A. (equal to Euro
110 thousand) and to interest income accrued on current accounts and liquidity deposit
accounts (Euro 2 thousand); financial charges are mainly represented by interest expense
relating to the bond loan equal to € 3.473 thousand.
Reclassified Income stetement
€thousand
Restated Restated Restated
31.12.2022 31.12.2021 31.12.2020
Revenue from sales
1.688 1.369 800
Other income
121 72 57
Total revenue
1.809 1.441 857
Purchase costs
(1) (16) (1)
Costs for services
(1.083) (979) (1.465)
Personnel costs
(1.123) (728) (796)
Other operating costs
(115) (214) (462)
Operating costs
(2.322) (1.937) (2.725)
EBITDA
(513) (496) (1.868)
Write-ups / (Write-downs)
0 0 0
Amortization and depretiation
(169) (170) (162)
Operating result from core business
(681) (666) (2.030)
Exceptional items
(67) (1.083) 0
Net releases (accruals) for provision risks and charges
0 0 0
EBIT
(748) (1.749) (2.030)
Net financial income/(expenses)
(2.777) (1.859) 182
Dividendi da imprese controllate
12.180 12.402 9.152
EBT
8.656 8.794 7.304
Taxes
788 986 496
Net Result
9.444 9.780 7.799
1.2.3 Consolidated Net Financial Position
The details of the net financial debt as at 31 December 2022 as at 31 December 2021 and as
at 31 December 2020 are provided below, set out on the basis of the new scheme provided
for by the ESMA guideline 32-382-1138 of 4 March 2021.
€thousand
31.12.2022 31.12.2021 31.12.2020
A. Cash 41 444 340
B. Cash equivalents 61.008 58.660 33.062
C. Other current financial activities 674 1.113 57
D. Liquidity (A) + (B) + (C) 61.723 60.217 33.459
E. Current financial debt (included financial instruments but not included
current part of non current financial debt)
37.950 31.889 4.565
F. Current part of non current financial debt 3.968 2.967 6.599
G. Current financial debt (E) + (F) 41.918 34.855 11.164
H. Net current financial debt (G) - (D) (19.806) (25.361) (22.295)
I. Non current financial debt (excluded current part and financial instruments) 12.947 4.931 23.807
J. Financial instruments 131.018 130.795 0
K. Trade payables and other non current debts/right of use 22.387 10.891 8.821
L. Non current financial debt (I) + (J) + (K) 166.353 146.617 32.628
M. Net financial position (H) + (L) 146.547 121.256 10.333
of which
Deferred price aquisitions 7.621 0 1.861
Current payables for the acquisition of right of use 3.090 2.388 1.088
Non Current payables for the acquisition of right of use 13.959 10.891 8.821
Net financial position withot the effect of IFRS 16 IFRS 16 and deferred price 121.877 107.977 (1.437)
19 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
19 |
1.3 Group Performance
Business volume – Revenues
Italian Wine Brands S.p.A. confirmed itself as the first Italian non-cooperative wine group,
consolidating, on an annual pro-forma basis, Euro 430.3 million in turnover.
Revenues trend is characterized both by the further strengthening of the Group on
international markets, where revenues from sales amounted to approximately Euro 355.4
million (+6.92% compared to 2021), while the domestic market was affected by higher
consumption in the Ho.re.ca channel deriving from the end of the pandemic with sales
revenues of approximately Euro 73.5 million, down by 2.86% compared to 2021.
The table above and the following ones show the consolidated data referring to all the
companies currently included in the scope of the Group considered for the period 1 January
2022-31 December 2022 (31.12.2022 pro-forma), in the same way the differences are
calculated with reference to the pro-forma figure as at 31.12.21 where indicated in the table
(∆ % 21/22 - Cagr 20/22).
The data in the table show how the acquisitions have guaranteed greater geographical
diversification of revenues, contributing to strengthening the Group in key countries such as
the United States (+74.3% growth compared to the previous year), Germany (+12.41 %)
respectively first and third destination market for Italian wine abroad.
The Group's exposure to sales in the Russian Federation is very limited, amounting to a total
of approximately Euro 2.8 million in 2022, fully collected as a result of the new policy which
provides for advance payments for sales in Russia.
€thousand
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
31.12.2021 31.12.2020 ∆ % 21/22 Cagr 20/22
Revenues from sales - Italy 73.521 70.625 75.681 57.597 39.539 (2,86%) 36,36%
Revenues from sales - Foreign markets 355.356 318.593 332.342 254.719 164.080 6,92% 47,16%
UK 98.073 95.365 98.048 66.447 24.254 0,03% 101,09%
Germany 69.210 56.399 61.568 51.863 41.961 12,41% 28,43%
Switzerland 43.032 42.039 49.076 48.154 48.814 (12,32%) (6,11%)
US 33.556 29.216 19.252 10.430 1.561 74,30% 363,69%
Austria 16.530 16.415 17.833 17.764 18.493 (7,31%) (5,46%)
France 14.153 13.888 13.259 9.020 5.760 6,75% 56,76%
Poland 11.021 7.486 9.417 6.040 1.086 17,03% 218,59%
Netherlands 8.467 5.643 9.912 6.597 1.709 (14,58%) 122,62%
Denmark 8.425 7.139 7.535 6.004 5.020 11,81% 29,55%
Belgium 8.103 7.657 10.013 9.190 6.641 (19,08%) 10,46%
Canada 6.698 5.818 4.654 2.446 877 43,92% 176,41%
Ireland 5.963 5.480 6.847 4.512 1.516 (12,92%) 98,30%
Sweden 2.858 1.814 2.260 1.681 1.586 26,44% 34,22%
China 2.561 1.336 1.616 1.225 882 58,52% 70,39%
Hungary 1.807 1.732 1.869 1.666 1.544 (3,30%) 8,19%
Other countries 24.901 21.167 19.184 11.681 2.378 29,80% 223,62%
Other Revenues 1.436 1.436 910 910 692 57,77% 44,03%
Total Revenues from sales 430.312 390.654 408.934 313.227 204.311 5,23% 45,13%
The breakdown of sales revenues by distribution channels shows a marked strengthening of
wholesale (sales to large-scale retail chains, to state monopolies) despite the reduction in 2022
consumption conveyed by this market segment; a repositioning of the distance selling channel
(direct sales to individuals) on pre-pandemic levels as a result of new consumption habits;
revenues more than doubled in the ho.re.ca channel, both nationally and internationally, do
not seem to be affected by the difficult macro-economic context.
Overall, the strategic foresight of the IWB Group is confirmed which, thanks to diversified
commercial policies on channels with the greatest potential and to acquisitions, which have
accelerated entry into the ho.re.ca channel in its phase of greatest development, consolidates
constant growth in time and a strengthening of its market position.
The breakdown of revenues by business area is shown below.
Wholesale revenues have almost tripled in the last 3 years, going from Euro 119.6 million in
2020 to Euro 303.5 million in 2022. The growth can be attributed to the acquisition of
companies operating in the wine sector, equal in the period in question to Euro 196.3 million.
Downstream of this growth, the wholesale distribution channel is therefore confirmed by far
as the main contributor to the Group's revenues, reaching 70.5% of total sales revenues in
2022 (73.2% in 2021, 58.6% in 2020) despite the difficulties encountered in 2022 to guarantee
continuity in the supply chain.
€thousand
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
31.12.2021 31.12.2020 ∆ % 21/22 Cagr 20/22
Total Revenues from sales 430.312 390.654 408.934 313.227 204.311 5,23% 45,13%
Revenues from wholesale division 303.471 279.013 299.379 212.078 119.629 1,37% 59,27%
Revenues from distance selling division 68.545 68.502 82.706 82.671 83.990 (17,12%) (9,66%)
Revenues from ho.re.ca 56.860 41.703 25.938 17.567 - 119,21%
NA
NA
Other Revenues 1.436 1.436 910 910 692 57,77% 44,03%
21 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
21 |
The breakdown of sales revenues of the wholesale channel by country is provided below:
In the countries where it operates through the wholesale channel, IWB has managed to
achieve growth rates much higher than those expressed by the reference market, virtuously
combining organic growth with targeted M&A operations. These results were obtained mainly
thanks to:
- a continuous renewal, expansion, extension and enrichment of the range of the own-brand
product portfolio, which make the commercial offer of the IWB Group attractive, recognized
on the market and synonymous with quality;
- a consolidated presence in the countries with the highest "resilient" per capita consumption
of wine;
- to an international commercial force which represents an element of uniqueness in the sector
and which has allowed the start of a significant growth path in sales also in the countries of
the Far East where the consumption of wine is an ostentatious and emulatory element of the
"Western world” factor that allows the sale of a product mix with higher added value.
The Direct Selling market to the consumer, which in the two-year period 2020-2021 benefited
from the restrictions caused by the lock-down, in 2022 saw a "return to normality" also for
sales through digital channels. Wine e-commerce, particularly in Italy , "marks time" with a
drop of 15% in volumes and as much as 23% in values in some of the main digital sales
platforms. (Uv-Ismea Observatory based on Ismea-Nielsen IQ) also due to the effect of price
reductions (e-commerce was the only retail channel to decrease price lists in times of inflation,
- on average by -9, 5%).
€thousand
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
31.12.2021 31.12.2020 ∆ % 21/22 Cagr 20/22
Revenues wholesale division - Italy 43.450 42.457 42.607 24.655 5.524 1,98% 180,46%
Revenues from wholesale division - Foreign markets 260.021 236.557 256.772 187.423 114.106 1,27% 50,96%
UK 64.502 62.423 72.470 44.625 14.703 (10,99%) 109,45%
Germany 41.327 30.394 32.615 23.334 14.833 26,71% 66,92%
Switzerland 40.017 39.152 45.486 44.586 45.117 (12,02%) (5,82%)
US 23.340 21.945 15.379 8.628 1.561 51,76% 286,72%
Austria 14.205 14.157 15.149 15.082 15.856 (6,23%) (5,35%)
Poland 10.321 6.922 8.841 5.710 1.086 16,74% 208,31%
France 9.654 9.654 7.749 3.545 165 24,58% 664,47%
Belgium 7.560 7.166 9.354 8.552 5.997 (19,18%) 12,27%
Denmark 7.305 7.099 7.513 5.995 5.020 (2,78%) 20,63%
Netherlands 6.497 4.943 9.176 5.892 1.093 (29,20%) 143,78%
Ireland 5.744 5.267 6.707 4.377 1.516 (14,37%) 94,62%
Canada 4.234 3.534 3.085 1.774 877 37,25% 119,76%
Sweden 2.282 1.764 2.222 1.656 1.586 2,67% 19,93%
Hungary 1.799 1.724 1.866 1.665 1.544 (3,56%) 7,96%
China 1.220 1.220 1.565 1.185 882 (22,02%) 17,63%
Other countries 20.014 19.192 17.593 10.816 2.269 13,76% 197,02%
Total Revenues from sales - wholesale division 303.471 279.013 299.379 212.078 119.629 1,37% 59,27%
31 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
31 |
The Shareholders' Meeting saw the participation of shareholders for a total of 4,205,244
shares, representing 47.77% of the share capital, who unanimously expressed their approval
of the Transaction.
The approval of the Reserved Capital Increase by the Extraordinary Shareholders' Meeting of
IWB constituted a condition precedent of the Transaction which must therefore be
considered fulfilled on 16 December. The closing of the Transaction and, therefore, the
completion of the acquisition of the entire capital of Barbanera and Fossalto by the Company
and the subscription and release of the Reserved Capital Increase by HPB and HMB took place
on 22 December 2022 as better described in the paragraph below.
2.1.3 Acquisition of 100% of the wine companies owned by the Barbanera family
On December 22 IWB signedf the agreements for the acquisition of 100% of the share capital
of the companies of the Barbanera family ("Sellers"), i.e. Barbanera S.r.l. (“Barbanera”) and
Fossalto S.r.l. (“Fossalto”) (collectively the “Targets”).
Barbanera is a family company founded in the 70s in Cetona (Siena) by brothers Marco and
Paolo Barbanera, active today in the vinification, production and sale of high-quality wines in
the premium segment.
Over the years, Barbanera has grown steadily and it is now the point of reference of Tuscan
wine on international markets thanks, in particular, to its autochthonous wines awarded by
the main critics (Barbanera®, Gigino®, Vecciano®), made both with use of the raw material
from the vineyards owned by the family (about 33 hectares located in areas with a high wine-
growing vocation), and with raw materials subject to careful selection and a winemaking
process entirely carried out within the company.
The positive production and commercial results described above have translated into a solid
and continuously growth of economic and financial performances. Barbanera and Fossalto
achieved a consolidated turnover of Euro 38.7 million in 2021, of which over 90% generated
on international markets and increased consistently from Euro 33.3 million in 2020 and from
Euro 26.6 million in 2019. The Adjusted Ebitda achieved by the companies in 2021 was equal
to Euro 5.4 million (margin on turnover equal to 14.0%), the net profit was equal to Euro 3.8
million while the net financial position at 31 December 2021 was positive for Euro 1.2 million
(IFRS compliant data).
Under the agreement signed today, IWB will acquire 100% of the capital of the Targets on the
basis of a total Equity Value of Euro 41,990,000.00 which will be paid by IWB in cash on the
closing date, tentatively expected by 31 December 2022 and, in any case, no later than 31
March 2023 (the "Closing"). The structure of the transaction also provides that the holding
companies of the Barbanera family will reinvest in the IWB Group a total value of Euro
26,316,240.00 by subscribing no. 657,906 newly issued IWB ordinary shares at a price of Euro
40.00 (forty/00) each.
Upon completion of the transaction, the Barbanera family will hold a total stake of 6.95% of
the share capital of IWB after the capital increase (the "Reinvestment"). The newly issued
IWB shares subscribed by the holding companies of the Barbanera family will be subject to
non-transferability restrictions for a period of 36 months (lock-up).
The structure of the transaction also provides for a deferred price component ("Earn-out")
of a total amount of Euro 1,000,000.00 to be paid in the first half of 2024 in the presence of
an increase in average Ebitda for the two-year period 2022-2023 compared to 2021.
The agreements between IWB and the Barbanera family provide that, after the Closing date,
there will be the entry into the IWB Board of Directors of Dr. Sofia Barbanera, current sales
manager for Europe and the USA of Barbanera. Management continuity is also envisaged for
the two Target companies, which will be able to benefit from the support of the IWB Group's
managerial and strategic skills in order to identify cost and organizational synergies.
The acquisition (details of which are provided below) will take place at a valuation of Target’s
economic capital at lower multiples than those currently expressed by IWB shares. The
acquisition has been evaluated by the Board of Directors of IWB as an accretive transaction
with regards of the value of IWB shares.
The acquisition is also highly strategic for IWB which, after having taken root in Piedmont,
Veneto and Puglia with its own production, vinification and bottling cellars, is completing the
offer with a historic Tuscan production cellar, owner of a portfolio of premium wines/brands
that can be distributed globally through its sales channels. In addition, as part of the deal,
IWB will ensure the sourcing of raw materials of the highest quality through the signing of an
exclusive and long-term supply contract with Le Forconate, a farm that has approximately 33
hectares and is owned by the Barbanera family.
2.1.4 Asset management
From the point of view of asset management, it should be noted that during 2022 dividends
were distributed for a total of Euro 879 thousand, no. 36,192 Italian Wine Brands treasury
shares for a total of Euro 1,430 thousand at an average price of Euro 39.5 per share.
With reference to the effects on the business of the Group companies deriving from Covid-19
(SARS-CoV-2), it should be noted that the necessary measures have been maintained to ensure
the continuation of company activities (i.e. organization of company spaces to ensure the
necessary between people, incentives for remote work with reference to office activities,
creation of separate teams for production and transport activities).
33 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
33 |
2.2 Significant events subsequent to the end of the 2022 financial year
In January 2023, as part of the activities aimed at closing the consolidated financial statements
as at 31 December 2022, a fraud emerged which affected the accounts of the company
Enovation Brands Inc starting from years prior to the acquisition by the IWB Group:
(i) The pre-closing amount is governed by the SPA representations and warranties and has
consequently been deducted from the purchase price.
(ii) The amount after the closing, net of the tax benefit and the minority interest, is equal to
Euro 457 thousand. The gross amount of Euro 732 thousand is accounted for under the
adjustments relating to the operating margin.
At the date of approval of the financial statements, investigations aimed at defining
responsibilities and the potential recovery of at least part of the amount are still underway.
On 30 March 2023, the company's Board of Directors approved the 2023-2025 Incentive Plan
which will be submitted for approval by the next shareholders' meeting called for 26 April 2023
on first call and 27 April 2023 on second call. The Plan aims to (i) incentivize the group's key
resources with respect to the pursuit of important economic-financial targets (ii) encourage
the beneficiaries to remain within the group; and (iii) develop a sense of belonging for key
resources through the attribution of tools representing the value of the Company.
The Board of Directors of IWB also submits to the Shareholders' Meeting the resolution in the
ordinary session regarding the authorization to purchase and dispose of treasury shares in
order to provide the Company with a stock of treasury shares to be allocated to service of the
Incentive Plan, as consideration in extraordinary transactions - including the exchange of
shares with other parties, as part of transactions in the interest of the Company, such as
potential, further sector aggregations under continuous analysis and evaluation by the Board
of Directors – as well as any future incentive and loyalty plans adopted by the Company and/or
other purposes permitted by law in the interest of the Company itself.
3. Outlook
In 2022, despite a macro-economic context characterized (i) by the uncertainties deriving from
the Russia-Ukraine conflict (ii) by inflationary dynamics which have led to a significant increase
in production factors and a reduction in consumers' spending power, the IWB Group has
continued the growth path for external lines aimed at maximizing the presence on
international markets and completing the product portfolio with highly recognizable brands
and development potential.
While aware of the uncertainty of the general economic situation, the Group continues to be
confident in the potential for growth and resilience of its business in the medium-long term
thanks to its strong competitive and multi-channel positioning, its international commercial
strength, its solid financial structure, its constant management commitment aimed at
overseeing the supply chain, controlling costs and improving efficiency and production
organisation.
The Group's priority continues to be the sustainable growth of its business and we believe that
the correct foundations have been laid despite the current difficult economic situation.
In 2023, the Group's margins will increase as a result of the price lists in force during the current
year and the reduction in the cost of some production factors, after the peaks of the previous
year. In addition, activities have been started aimed at (i) rationalizing and simplification of
processes through the integration of production companies, which will lead to the reduction
of countless intra-group transactions, eliminating non-productive costs and speeding up
operations with customers (ii) the development of new products in the premium range, which
will tend to replace low-cost production added value, with benefits on profitability and cash
generation (iii) the expansion of the distribution of the most profitable brands in new
geographical areas.
4. Codice etico e Modello organizzativo
On 27 July 2021, the parent company IWB Spa approved the adoption of the Organization,
Management and Control Model (the "231 Model") as required by Legislative Decree 231 of 8
June 2001, consistent with company processes and procedures and with the Group's
integration plan.
35 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
35 |
The model consists of a General Part, a Special Part and the Code of Ethics which, in line with
that adopted by Giordano Vini, constitutes an ideal alliance that the Group clearly establishes
with its Human Resources and with the main external interlocutors.
The entrepreneurial goals of the IWB. they are pursued without ever losing sight of respect,
responsibility, transparency, sobriety and continuous innovation, points of reference that have
always made it possible to guarantee the centrality of the "Customer" to whom to always offer
maximum satisfaction.
The drafting of the Model was carried out through (i) the gap analysis and identification of
sensitive processes in view of the most recent predicate offenses referred to in Legislative
Decree 231/2001; (ii) verification of the existence of a system of proxies and powers of
attorney connected with the organizational responsibilities assigned; (iii) the revision of the
prevention and control protocols based on the principle of segregation of duties.
At the same time, the Board of IWB S.p.A. proceeded with the appointment of the Supervisory
Body.
The Board of 23 March 2023 inter alia approved an update of the Model aimed at introducing:
(i) updating to recent legislative changes;
(ii) an Anti-Corruption Model/Guidelines;
(iii) the introduction of alternative whistleblowing channels.
5. Agreements with Related parties
The operations carried out are part of normal business management, within the typical activity
of each interested party, and are regulated under standard conditions.
(i) a commercial lease agreement entered into on 1 February 2012 between Provinco
Italia S.p.A. and Provinco S.r.l. pursuant to which Provinco S.r.l. leased the property
located in Rovereto (TN) - Via per Marco, 12/b to Provinco Italia S.p.A.; the lease
is valid for six years (until 31 January 2018) with tacit renewal for the same period
unless notice of termination is given 12 months before expiry; the agreed rent is
equal to €60 thousand per year plus VAT.
(ii) a service contract with Electa SpA concerning support for investor relations activities for an
amount of €40 thousand on an annual basis
The relationships described above are governed by conditions in line with those of the market.
It should also be noted that, as detailed in the paragraph Significant events during the year for
the acquisition of 55% of Enovation Brands Inc. The Board of Directors of the Company
approved the transaction subject to the favorable opinion issued by the Independent Director
of the Company, . Antonella Lillo, (regarding the signing of the sales contract with Norina, as
well as the convenience and substantial correctness of the related conditions) as Norina is a
"related party" of the Company being attributable to the four family branches of the Pizzolo
family, including the Vice President of IWB, Dr. Giorgio Pizzolo, and the administrator of IWB,
Dr. Marta Pizzolo. It should be noted that the purchase and sale transaction of the Norina Stake
qualifies as a transaction with a related party "of lesser importance" pursuant to and for the
purposes of the "Procedure for transactions with related parties" adopted by the Company
and the Regulation approved with Consob resolution no. 17221/2010
It should be remembered that the Parent Company IWB has adopted and follows the related
Related Parties Procedure in compliance with the general provisions of the Euronext Growth
Milan Issuers' Regulation.
6. Information relating to the environment, safety and personnel
HEALTH AND SAFETY
The Group - which holds the ownership of industrial buildings intended for production
purposes - has implemented the Risk Assessment Document required by the law on
occupational safety.
The aforementioned document first of all provides for an analysis of the risks present in the
company both for the work activity and for the settlement methods; the measures undertaken
to minimize the risks, those still to be taken and those to maintain an adequate level of safety
are then identified. Finally, the timescales necessary for the implementation of the residual
measures are identified.
The method of carrying out the work activity was considered in the risk analysis without
specific risk situations being identified. The theme is always under control in the periodic
updates of the aforementioned documents.
The Risk Assessment Documents, as well as the Emergency Plans and Floor Plans with safety
signs and escape routes are periodically updated.
During 2022, a constant health surveillance activity was carried out as required by current
legislation.
37 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
37 |
Awareness raising activities on environmental and safety issues continued during the year with
ad hoc training interventions, as well as on the accident prevention measures to be adopted
and on first aid, providing specific training for fire prevention personnel and for to first aid, in
full compliance with the reference regulatory framework.
UNI ISO 45001:2018 CERTIFICATION
(Occupational Health and Safety Assessment Series)
The operating companies of the Italian Wine Brands Group (Giordano spa and Enoitalia spa)
constantly adopt and implement an Occupational Health and Safety Management System
compliant with the UNI-ISO 45001 standard.
The human capital of the IWB Group organizations constitutes the main resource, therefore
the health and well-being of employees are some of the main keys to the success of the Group
companies.
The organization is committed to providing its employees with a safe and healthy work
environment, proactively anticipating possible improvements in work procedures and
environments.
ISO 45001 in IWB aims to create a Management System in the field of Occupational Health
and Safety, based on the minimization of occupational risks and on the improvement of safety
and working conditions on a global level, capable of identifying, analyzing and evaluate the
risks affecting the personnel, in order to adopt the appropriate measures which improve the
working environment where necessary.
It is therefore a strategic and operational decision that confirms the commitment to:
• reduce injuries, and health problems due to work practices;
• support adequate development and dissemination of the policy on Health and Safety at
work, with clear and evident leadership from management and a commitment to comply with
current legislation;
• improve and protect the reputation of the organization;
• define realistic occupational health and safety objectives;
• promote employee motivation and involvement by strengthening collaboration and
participation;
• ensure clear and evident leadership from management and commitment to the management
system and its compliance;
• improve the control of risks and performance and results in terms of occupational safety and
health.
As part of the management system adopted, the risk assessment documents were created with
a view to establishing operational tools aimed at minimizing and controlling risks as well as
defining continuous improvement measures.
The analysis of work activities did not reveal situations of out of control and unacceptable risk.
With this certification, the accredited external body SGS ITALIA S.p.A. recognized the operating
companies of the Group for having implemented a management system in line with the highest
safety standards and for having also pursued their objectives on an ongoing basis, contributing
important measurable improvements to safety conditions in the workplace.
As part of its management system, the Group has sanctioned its commitment through the
"Quality and Safety Policy" as a tool with which the entire Company has the mission of offering
an ever-increasing number of Customers in the world of food and wine products of the best
Italian tradition, the convenience of the Group's exclusive service, considering the protection
of workers' health and safety as an integral part of its business.
MANAGEMENT FOR QUALITY AND FOOD SAFETY.
The Group's operating sites (Giordano vini, Barbanera and Enoitalia) operate and are certified
according to the Global Food Safety Initiative (GFSI) in line with the requirements defined by
the food safety standards
• BRCGS food
• IFS food (International Featured Standard)
Companies join for each site in the "unannounced" audit mode, confident of the commitment
of the entire organization to comply with the defined rules.
The systems adopted guarantee independent audits on food safety systems to adopt the
highest standards of food safety also with the involvement of the supply chain and to meet
customer requirements. Furthermore, these certifications facilitate access to the global
market in line with the Group's mission.
The objective of the GFSI certifications is therefore to ensure the quality and safety of the food
products offered to consumers by suppliers and retailers of the large-scale distribution: they
are therefore operational tools used for due diligence and to select suppliers in the agri-food
chain.
39 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
39 |
This approach reduces the overall costs of supply chain management and at the same time
increases the level of security for customers, suppliers and consumers.
Furthermore, the GFSI certifications represent a great opportunity to demonstrate the
continuous commitment of the Group companies towards safety, quality and compliance with
the rules governing the agri-food sector, favoring the selection and qualification of suppliers
and providing a framework for managing safety, integrity, legality and quality of products.
The requirements of the standard are related to the quality management system, HACCP
system and relevant prerequisite programs, including GMP (Good Manufacturing Practice),
GLP (Good Laboratory Practice) and GHP (Good Hygiene Practice) requirements.
The certification includes the assessment of the companies' premises, operating systems and
procedures.
This standard offers companies the opportunity to:
• communicate your commitment to safety and, in the event of an accident, limit the possible
legal consequences, demonstrating that you have taken all reasonable measures to avoid it;
• build and implement a management system to check that the quality, safety and legal
compliance constraints that regulate the food sector are respected, with specific reference to
the laws in force in the countries of destination of the finished products;
• have a tool to improve the management of food safety, through the control and monitoring
of critical factors;
• reduce the incidence of waste, rework and product recalls.
Certification according to the BRCGS global standard for food safety also promotes efficient
supply chain management, reducing the need for external auditing and increasing the overall
reliability of the supply chain.
Furthermore, the Provinco Italia company is IFS Broker certified.
The IFS Broker was created to ensure product safety and quality, bridging the gap between
production and distribution. The standard promotes proper communication between
customers and suppliers with the aim that product requirements and specifications are
understood and developed.
The standard monitors the parties involved to ensure that appropriate measures are in place
so that suppliers operate in accordance with the established quality and safety requirements.
The certification also guarantees the monitoring of suppliers' compliance so that they supply
products in compliance with regulations and specifications and offers benefits in terms of
quality excellence and customer satisfaction to obtain a competitive advantage on the
markets.
ISO 9001
Enoitalia is also ISO 9001 certified. The standard is intended as the reference for planning,
implementing, monitoring and improving both operational and support processes. The
quality management system is implemented and operated as a means of achieving the
objectives. The customer and his satisfaction are at the heart of the company logic; every
activity, application and monitoring of activities/processes is in fact aimed at determining
maximum customer satisfaction. The phases of application of the standard start from the
definition of the procedures and records for each single process or macro-process identified
within the company organization in line with a careful analysis of the company opportunities,
the definition of the mission and the company vision expressed through the quality policy.
OTHER CERTIFICATIONS
Enoitalia has always accompanied its significant growth on the markets with a concrete
commitment to continuous improvement, gradually pursuing important certification
objectives in line with the requests of the international customers served and in line with the
internal growth of the organisation.
Adhesion, therefore, to the certification standards has always been progressive and concretely
supported by the internal growth of the organization with the aim of keeping in line with the
expectations of the international customers served.
Today, with the commitment of the quality assurance team and the entire organization, from
workers to senior management, Enoitalia's operating sites are globally managed in compliance
with the following certification standards:
ISO 14001
Adherence to the standard for environmental management constitutes historical baggage for
Enoitalia. The company has been certified for more than 20 years, demonstrating its
commitment to keeping the environmental impacts of its activities under control, and to
systematically seek improvement in a coherent and effective way. A similar certification is
obtained from Barbanera.
41 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
41 |
VIVA sustainability in viticulture
Enoitalia is at the second renewal (valid for two years) of the VIVA sustainability certification
to which it has adhered as an Organization since 2018, which aims to improve and
communicate sustainability performance to stakeholders through the analysis of 3 indicators
(Air, Water, Territory)
Sedex – SMETA (ETHICAL)
Within the Group, Enoitalia spa is subjected to ethical audits every two years according to the
Sedex Smeta 2 pillar scheme and to audits with the aim of ascertaining supply chain security.
There are also active product certifications according to organic schemes and vegan
regulations.
GROUP WORKFORCE
The precise and average headcount by category at 31 December 2022, at 31 December
2021 and at 31 December 2020 is shown below for the Group companies:
7. Treasury shares
As at 31/12/2022 the Parent Company holds n. 10,681 ordinary shares, representing 0.11% of
the ordinary share capital. As part of the authorization to purchase approved by the
Shareholders' Meeting on 7 February 2020, 36,192 treasury shares were purchased during
2022 and 32,362 ordinary shares and 32,363 phantom shares were assigned with reference to
the Incentive Plan of Italian Wine Brands S.p.A. and following the accrual of a total of no.
64,725 rights referring to the first tranche included in the performance period of the Plan.
At Average no At Average no At Average no
31.12.2022 31.12.2022 31.12.2021 31.12.2021 31.12.2020 31.12.2020
Executives 8 8 6 6 6 7
Middle managers 23 23 21 21 14 12
Employee 202 205 174 161 121 122
Workers 140 144 127 128 20 19
Total 373 379 328 317 161 160
In this context, the distance selling division has tried to enhance the loyalty of its customers
through an even more innovative offer that combines own-brand products with highly
recognizable brands on the market at competitive prices while paying constant attention to
safeguarding margins.
The sales revenues of the distance selling division broken down by country are shown below:
In more specific terms, in 2022 distance selling saw a decrease in sales on the Italian market
compared to 2019 (also due to the regulatory restrictions imposed on the telemarketing
channel), and a 3.1% growth on foreign markets achieved in particularly thanks to (i) the
development of the UK market despite the difficulties related to Brexit and ii) the consolidation
on the German market.
The contribution of sales made through digital platforms should be noted, which came to
represent 29.3%% of the division's overall sales compared to 19.3%% in 2019.
2022 in particular saw the launch of sales through the Svinando platform in new European
countries, in particular in the UK, Austria and France which could form the basis for a renewed
growth in digital sales in the current year. Overall, sales through the Svinando platform grew
by 41% compared to 2021, going against the market trend.
New payment methods have also been introduced which should allow for a further
improvement in the user experience and encourage retention of the customer base and
repurchases. These positive results are the result of the strategy undertaken since the
beginning of 2017 and aimed at the progressive shift of outbound telephone sales towards the
conversion of orders on digital channels.
The table below shows the revenues of the distance selling division broken down by sales
channel.
€thousand
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
31.12.2021 31.12.2020 ∆ % 21/22 Cagr 20/22
Revenues from distan selling division - Italy 27.682 27.639 32.794 32.760 34.016 (15,59%) (9,79%)
Revenues from distance selling div - Foreign markets 40.864 40.864 49.912 49.912 49.974 (18,13%) (9,57%)
Germany 24.594 24.594 27.987 27.987 27.128 (12,13%) (4,79%)
UK 6.169 6.169 9.058 9.058 9.550 (31,90%) (19,63%)
France 4.183 4.183 5.409 5.409 5.594 (22,67%) (13,53%)
Switzerland 2.798 2.798 3.552 3.552 3.697 (21,22%) (13,00%)
Austria 2.246 2.246 2.678 2.678 2.637 (16,13%) (7,70%)
Belgium 427 427 604 604 644 (29,36%) (18,57%)
Netherlands 417 417 583 583 615 (28,45%) (17,63%)
Other countries 30 30 39 39 109 (24,22%) (47,63%)
Total Revenues from sales - distance selling division 68.545 68.502 82.706 82.671 83.990 (17,12%) (9,66%)
23 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
23 |
The table below shows the revenues of the distance selling division broken down by sales
channel.
Thanks to a targeted M&A activity, the IWB Group, already starting from 2021, with the
acquisition of Enoitalia has also significantly entered the Ho.re.ca channel. which constitutes
an essential completion of the channel portfolio, also obtaining a significant improvement in
the supervision of the customer base on the various consumption occasions.
This strategy was rewarded by the 2022 results with revenues recording important signs of
growth in conjunction with the end of the Covid-19 pandemic period and despite the presence
of an uncertain economic scenario, confirming that conviviality is once again prevailing over
wine.
The details of the sales revenues of the ho.re.ca channel by country are provided below:
€thousand
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
31.12.2021 31.12.2020 ∆ % 21/22 Cagr 20/22
Revenues from distan selling division - Italy 27.682 27.639 32.794 32.760 34.016 (15,59%) (9,79%)
Direct Mailing 12.292 12.292 15.441 15.441 16.107 (20,39%) (12,64%)
Teleselling 8.376 8.376 9.990 9.990 9.816 (16,16%) (7,63%)
Digital / WEB 7.013 6.970 7.363 7.328 8.092 (4,75%) (6,90%)
% Direct Mailing on total Italy 44,41% 44,48% 47,08% 47,13% 47,35%
% Teleselling on total Italy 30,26% 30,30% 30,46% 30,50% 28,86%
% Digital / WEB on total Italy 25,34% 25,22% 22,45% 22,37% 23,79%
Revenues from distance selling div - Foreign markets 40.864 40.864 49.912 49.912 49.974 (18,13%) (9,57%)
Direct Mailing 22.247 22.247 28.261 28.261 27.068 (21,28%) (9,34%)
Teleselling 5.526 5.526 6.816 6.816 7.686 (18,93%) (15,21%)
Digital / WEB 13.091 13.091 14.835 14.835 15.220 (11,76%) (7,26%)
% Direct Mailing on total International revenues 54,44% 54,44% 56,62% 56,62% 54,16%
% Teleselling on total International revenues 13,52% 13,52% 13,66% 13,66% 15,38%
% Digital / WEB on total International revenues 32,04% 32,04% 29,72% 29,72% 30,46%
Total Revenues from sales - distance selling division 68.545 68.502 82.706 82.671 83.990 (17,12%) (9,66%)
€thousand
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
31.12.2021 31.12.2020 ∆ % 21/22 Cagr 20/22
Revenues ho.re.ca division - Italy 2.390 530 280 183 - 753,59%
NA
NA
Revenues from ho.re.ca division - Foreign markets 54.471 41.172 25.658 17.384 - 112,29%
NA
NA
UK 27.402 26.773 16.520 12.764 - 65,87%
NA
NA
US 10.216 7.271 3.872 1.802 - 163,82%
NA
NA
Germany 3.290 1.412 966 542 - 240,64%
NA
NA
Canada 2.464 2.284 1.569 672 - 57,02%
NA
NA
Netherlands 1.553 282 153 121 - 917,93%
NA
NA
China 1.341 116 51 40 - 2554,55%
NA
NA
Denmark 1.120 41 22 9 - 5026,03%
NA
NA
Poland 700 564 576 330 - 21,54%
NA
NA
Sweden 576 50 38 25 - 1429,69%
NA
NA
France 316 50 100 65 - 216,05%
NA
NA
Ireland 219 212 140 135 - 56,55%
NA
NA
Switzerland 216 88 38 16 - 470,38%
NA
NA
Belgium 116 64 55 34 - 111,26%
NA
NA
Austria 78 13 7 3 - 1051,43%
NA
NA
Hungary 8 8 3 1 - 171,11%
NA
NA
Other countries 4.857 1.945 1.551 825 - 213,21%
NA
NA
Total Revenues from sales - ho.re.ca division 56.860 41.703 25.938 17.567 - 119,21% NA
In 2022, England was confirmed as the leading on-trade market for IWB with revenues growing
by 65.9%. In this country, the Group operates in the segment with a broad range of wines
focused in particular on prosecco and sparkling wines. The nation is in fact the second largest
importer of wine in the world in terms of volumes and the first in sparkling wines. On-trade in
the UK has come to exceed 40% of total wine sales over the years, managing to achieve a
dominant position in the Italian market share. The recovery in out-of-home consumption,
associated with the growing interest in Italian sparkling wine (in particular Prosecco DOC) and
a young consumer target interested in novelties and Italian style supported the recovery in
Group sales during the year.
Sales on the US market grew by 163.8% also due to the acquisition, completed in April 2022,
of Enovation Brands Inc, which, in the strategy of the IWB Group, will constitute an
acceleration factor in the US market for all the brands in the portfolio. A similar commercial
development is foreseen in the Canadian market.
As far as the USA is concerned, the on-trade channel plays a double strategic role for the
Group: both in terms of sales and visibility for historic brands (such as Voga Italia, Ca Montini)
which are also marketed in the wholesale channel. The recovery of the market has been
gradual in function of the reopening of the single States.
As far as minor countries are concerned, there is evident interest in the main European
markets and in particular in Germany and Poland, where the share of Italian wine sold in the
horeca channel has increased over the years. In 2022, in particular, wine importers and
distributors in the main Polish cities increased their turnover by up to 40% thanks to the arrival
of new customers from Ukraine.
A significant factor in the strengthening of IWB on this channel was the acquisition of
Barbanera which enjoys an excellent positioning in the premium segment.
The Group's exposure to sales in the Russian Federation is very limited, amounting to
approximately Euro 1.3 million in 2022.
25 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
25 |
Analysis of operating margins
The cost components which, deducted from the Total Revenues item, contributed to the
formation of the pro-forma Restated EBITDA of the Italian Wine Brands Group are detailed as
follows:
First of all, the table above shows that, during the 2022 financial year, the incidence of
Consumption of raw materials on turnover is stable despite (i) the different "mix" of sales,
increasingly shifted to the wholesale channel, structurally characterized from a greater
incidence of the raw material on sales compared to the sales of the distance selling channel (ii)
there were significant increases in the prices of the raw material, both in the "wine"
component (in particular Prosecco) and in the "dry materials" component. These increases
weighed on the margins of revenues achieved with large-scale retail trade which saw the
upward realignment of price lists as early as January 2022.
Costs for Services, equal to Euro 78.2 million in the year, increased by Euro 5.8 million in
absolute terms compared to 2021 mainly due to the effect of utility costs, which substantially
tripled in the first half compared to the same period of 2021.
Details of the costs for services incurred by the Group in 2022 are provided below, compared
with the same items in 2021 and 2020.
Analysis of operating margins
Restated €thousand
31.12.2022 31.12.2021
pro-forma pro-forma
Revenues from sales and other revenues
436.209 396.228 411.887 315.871 205.849 5,91% 45,57%
Raw materials consumed (295.066) (271.180) (276.003) (204.372) (118.870) 6,91% 57,55%
% of total revenues (67,64%) (68,44%) (67,01%) (64,70%) (57,75%)
Costs for services (78.190) (70.990) (72.362) (62.009) (52.159) 8,05% 22,44%
% of total revenues (17,92%) (17,92%) (17,57%) (19,63%) (25,34%)
Personnel (24.256) (21.633) (20.492) (14.563) (8.125) 18,37% 72,78%
% of total revenues (5,56%) (5,46%) (4,98%) (4,61%) (3,95%)
Other operating costs (1.520) (1.368) (1.200) (898) (1.091) 26,63% 18,04%
% of total revenues (0,35%) (0,35%) (0,29%) (0,28%) (0,53%)
Restated EBITDA
37.177 31.057 41.829 34.030 25.604 (11,12%) 20,50%
% of total revenues 8,52% 7,84% 10,16% 10,77% 12,44%
31.12.2022
31.12.2021
31.12.2020
∆ % 21/22
∆ % 20/22
The increase in costs for value-added services in 2022 compared to 2021 is attributable to the
different scope of consolidation, while the incidence of costs for services on revenues from
sales is linked i) to the sales "mix", increasingly oriented towards the distribution channel
wholesale, structurally characterized by a significantly lower incidence of costs for services on
revenues compared to sales made on the distance selling channel, and ii) the growing
efficiency of the distance selling division (iii) partially offset by the increase in transport and
utility costs .
During the year, personnel costs recorded an increase in absolute values from Euro 20.5 million
in 2021 to Euro 24.3 million in 2022, linked almost exclusively to the entry into the Group of
Enovation Brands Inc and Barbanera S.r.l. The increase in value personnel costs is also
accompanied by a slight increase in the percentage incidence on sales revenues (from 3.95%
in 2020, to 5.0% in 2021 up to 5.6% in 2022) to be ascribed to the higher percentage of wine
production and bottling made internally. The insourcing of these productions makes it possible
to significantly reduce the costs for external processing and to increase the overall operating
margins.
The dynamics of revenues and costs described above made it possible to obtain a restated pro-
forma EBITDA of Euro 37.3 million (8.56% of revenues from sales) in 2022.
Below is a breakdown of the cost items that from the EBITDA lead to the formation of the
Income before taxes of the Italian Wine Brands Group
Restated €thousand
31.12.2022 31.12.2021
pro-forma pro-forma
Services from third parties 12.892 11.868 13.784 11.489 8.332
Duties and excise duties 7.886 7.887 8.646 8.282 8.374
Transport 19.873 18.518 19.448 17.174 14.935
Postage expenses 3.921 3.921 4.119 4.119 4.007
Fees and rents 1.308 1.138 1.085 1.001 717
Consulting 2.898 2.175 3.388 2.118 1.443
Advertising costs 1.562 1.183 1.299 1.098 3
Utilities 5.866 5.582 2.473 1.681 824
Remuneration of Directors, Statutory Auditors and Supervisory Body
1.606 1.514 3.176 2.512 1.946
Maintenance 2.074 1.775 2.018 1.313 370
Costs for outsourcing 7.721 7.721 8.984 8.984 9.302
Commissions 2.863 1.599 1.677 898 141
Other costs for services 8.143 6.532 4.465 3.539 2.931
Non-recurring expenses (424) (424) (2.200) (2.200) (1.166)
Total 78.190 70.990 72.362 62.009 52.159
31.12.2022
31.12.2021
31.12.2020
27 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
27 |
The table above shows how the income statement of the Italian Wine Brands Group was
characterized in 2022 by a reduction in non-recurring charges and write-downs which offset
the increase in depreciation determined mainly by the change in perimeter for an overall
incidence on turnover equal about 3%.
Non-recurring charges, amounting to Euro 1.5 million (Euro 3 million in 2021), are attributable
to:
• Costs for services equal to Euro 424 thousand and relating to i) Euro 225 thousand
aimed at the acquisition of 85% of the share capital of Enovation Brands Inc for legal
and notary consultancy, financial advisory and due diligence, ii) Euro 20 thousand for
consultancy relating to the acquisition of the companies Barbanera srl and Fossalto srl.
iii) Euro 179 thousand for legal consultancy relating to settlements with former
employees and feasibility studies on new projects.
• Personnel costs of Euro 150 thousand relating to settlements with former employees.
• Other operating costs of Euro 882 thousand relating (i) for Euro 150 thousand to a
settlement agreement with a strategic supplier (ii) for Euro 732 thousand for a fraud
against the company Enoivation Brands Inc
• Financial charges recorded a significant increase linked to the issue of the Bond Loan
which impacted financial charges for Euro 3.5 million compared to Euro 2.2 million in
2021 due to the different period of application.
Investments in Capital Assets, Net Working Capital and Financial Position.
Investments in Fixed Capital increased during the year under review, amounting to a total of
Euro 9.9 million divided between tangible fixed assets (Euro 6.3 million, mainly investments
for the Montebello property dedicated to production and acquired indirectly through the
Restated €thousand
31.12.2022 31.12.2021
pro-forma pro-forma
Restated EBITDA 37.177 31.057 41.829 34.030 25.604 (11,12%) 20,50%
Wrie downs (833) (803) (1.212) (1.152) (1.427) (31,30%) (23,60%)
% of total revenues (0,19%) (0,20%) (0,29%) (0,36%) (0,69%)
Depreciation and amotization (11.450) (9.666) (9.264) (6.948) (3.960) 23,59% 70,04%
% of total revenues (2,62%) (2,44%) (2,25%) (2,20%) (1,92%)
Exceptional items (1.306) (1.322) (3.021) (3.021) (2.000) (56,77%) (19,19%)
% of total revenues (0,30%) (0,33%) (0,73%) (0,96%) (0,97%)
Release (provision) for risks and charges
(59) (54) - - - NA NA
% of total revenues (0,01%) (0,01%) - - -
Operating profit (loss)
23.530 19.213 28.332 22.909 18.217 (16,95%) 13,65%
% of total revenues 5,39% 4,85% 6,88% 7,25% 8,85%
Financial income (expences) (5.645) (5.518) (4.308) (3.938) (1.186) 31,03% 118,16%
% of total revenues (1,29%) (1,39%) (1,05%) (1,25%) (0,58%)
Result before taxes
17.885 13.695 24.024 18.970 17.031 (25,55%) 2,48%
% of total revenues 4,10% 3,46% 5,83% 6,01% 8,27%
31.12.2022
31.12.2021
31.12.2020
∆ % 21/22
∆ % 20/22
merger with Garzan) and intangible assets (Euro 3.6 million, mainly acquisitions of addresses
and customers for Euro 2.4 million, software developments for Euro 0.9 million, website
development for approximately Euro 0.2 million and improvements to third parties for Euro
0.1 million).
The Net Working Capital at December 31, 2022 increased compared to December 31, 2022
essentially due to the effect
(i) the acquisitions which led to an increase in inventories of Euro 22 million
(ii) the reduction in trade payables deriving from the new payment terms agreed to bulk wine
suppliers.
only partially offset by better management of trade receivables,
The dynamics described above of i) limited volumes of investments in fixed capital, ii) an
increase in net working capital lower than the increase in inventories, iii) substantial cash flows
produced by operations, have allowed the improvement of the consolidated cash position
despite investments for the acquisition of Enovation Brands Inc, Barbanera S.r.l. and Fossalto
S.r.l. , the distribution of the dividend and the purchase of treasury shares. In particular, the
consolidated cash position went from Euro 59.1 million as at 31 December 2021 to Euro 61.1
million as at 31 December 2022.
2 Significant events
2.1 2022 significant events
2.1.1 Acquisition of 85% of Enovation Brands Inc.
On 8 April 2022 Italian Wine Brands S.p.A. announced the signing of agreements for the
acquisition of 85% of the share capital of Enovation Brands Inc.
Enovation, based in Miami, is a long-standing importer of Italian wines into North America. It
is the owner of proprietary brands that are highly recognised in the US market (Voga®, among
the main ones) and it relies on a widespread distribution throughout the North American,
both in the supermarkets and ho.re.ca. channels.
From June 2020 to June 2021, Enovation achieved sales revenue of USD 32.2 million (with
82% of sales revenue generated in the US and 18% in Canada). In the same period, Enovation
29 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
29 |
achieved adjusted buyside Ebitda of USD 3.2 million, net accounting profit of USD 3.4 million.
The net financial position at 30 June 2021 was USD 0.1 million.
The brothers Giovanni and Alberto Pecora, co-founders and operating managers of the
company, hold 45% of Enovation share capital and Norina S.r.l., a financial company that is
owned by the four branches of the Pizzolo family (“Norina”) holds 55% of Enovation share
capital. More specifically, today, IWB signed two sale and purchase agreements with deferred
and conditional execution, which provide for IWB to acquire, directly or through a company
controlled by it, respectively:
(i) Norina's entire 55% interest in the share capital of Enovation (the “Norina
Shareholding”); and
(ii) a shareholding in the share capital of Enovation, equal in total to 30% of the same,
owned by the Pecora brothers (the “Pecora Shareholding”).
Following the completion of the transaction, the share capital of Enovation will
therefore be held as follows: (a) IWB will hold, directly or indirectly, an interest of 85% of the
relevant share capital; (b) Giovanni Pecora will hold an interest of 10% of the relevant share
capital; and (c) Alberto Pecora will hold an interest of 5% of the relevant share capital.
The equity value agreed between IWB and the sellers for the purchase of 85% of Enovation's
share capital is USD 22 million, which corresponds to an equity value for 100% of the company
of USD 25.9 million. The enterprise value of USD 26.0 million corresponds to an EV/Ebitda
adjusted buyside valuation multiple of 8.1x.
The agreements between IWB and the sellers also state that the payment of a portion equal
to 20% of the price, i.e. USD 4.4 million (i.e. 20% of USD 22 million), is subject to the condition
precedent of the achievement of accretive EBITDA results in 2022 and 2023. The agreements
between the parties also provide for earn-out mechanisms in favour of the brothers Alberto
and Giovanni Pecora in the event of strongly positive results of the company to be achieved by
31 December 2024. IWB will use its own cash on hands in order to finance this acquisition with
no recourse to new dedicated bank debt.
The execution of the agreements is subject to the fulfilment, by 30 April 2022, of certain
conditions precedent, including the positive outcome of the due diligence activities to be
carried out by IWB with specific regard to the authorisations and licences owned by Enovation
and the obtaining of the consents of the competent US authorities for the change in the
shareholding structure.
The agreements provide for the release by the respective sellers of a set of representations
and warranties (and related indemnification obligations subject to time limits, materiality
thresholds and caps in line with practice for similar transactions), as well as non-competition
undertakings by the sellers, undertaken with respect to both IWB and Enovation, and non-
solicitation and non-reversal employee undertakings.
Through the integration of Enovation, IWB will have direct access to the American market,
which is the main market for Italian wines abroad (EUR 1.8 billion in estimated value in 2021).
Among the immediate revenue synergies generated by the transaction, Enovation will
certainly benefit from the distribution to its customers of new red wine references, produced
in particular in Puglia and Piemonte, where IWB has its own production cellars, while IWB will
be able to offer Enovation-branded products on the international markets served through its
own commercial network. With regard to cost synergies, possibilities to reduce the purchase
price of raw materials will be explored, linked to the higher purchase volumes achieved at
group level. The transaction also confirms IWB's propensity to grow both organically and
through acquisitions, this being the fourth transaction completed in less than four years after
Svinando.com, Raphael Dal Bo Ag and Enoitalia S.p.A..
The signing of the agreements for the acquisition of the majority shareholding in Enovation
was positively evaluated by the Board of Directors of IWB as a transaction with a strong
strategic value and with contents and potential to increase the value of the Company's shares.
For the purposes of the Board's evaluations, the independent expert EY Advisory S.p.A. was
specifically engaged to provide benchmark support for the analysis of the estimated value, as
of June 30, 2021, for the valuation, from a financial point of view, of the consideration agreed
with the shareholders of Enovation in the context of the transaction.
The Company's Board of Directors also approved the transaction subject to the favourable
opinion issued by the Company's Independent Director, Antonella Lillo, regarding the signing
of the sale and purchase agreement with Norina, as well as on the appropriateness and
fairness of the related conditions. This opinion was issued because Norina is a “related party”
of the Company as it belongs to the four family branches of the Pizzolo family, including the
Vice Chairman of IWB, Giorgio Pizzolo, and the director of IWB, Marta Pizzolo. It should be
noted that the sale and purchase of the Norina Shareholding qualifies as a related-party
transaction of “less importance” pursuant to the “Procedure for transaction with related
party” adopted by the Company and the Regulation approved by Consob with resolution No.
17221/2010.
2.1.2 Reserved capital increase
On 16 December 2022 the Extraordinary Shareholders' Meeting of Italian Wine Brands S.p.A.
approved, on second call, the proposal to increase the share capital against payment and
inseparably, for a total amount of Euro 26,316,240.00 (of which Euro 78,203.00 as share
capital and Euro 26,238,037, 00 as a share premium) (the "Reserved Capital Increase"). The
Reserved Capital Increase provided for the issue of a total of no. 657,906 new ordinary shares
of the Company, with no par value, at the unit subscription price of Euro 40.00 (inclusive of
the share premium), with the exclusion of the option right pursuant to article 2441, paragraph
5 of the Civil Code, to be reserved in subscription to Holding Marco Barbanera S.r.l. (“HMB”)
and Holding Paolo Barbanera S.r.l. (“HPB”) to be paid in cash, including by offsetting.
This Reserved Capital Increase is part of an investment transaction by IWB, which involved
the acquisition by the Company of the entire share capital of Barbanera S.r.l. (“Blackbeard”)
and Fossalto S.r.l. ("Fossalto") and the reinvestment of HMB and HPB, shareholders of
Barbanera and Fossalto, in the share capital of IWB through the subscription and payment in
cash, also through compensation, of the Reserved Capital Increase (the "Transaction"). For
further information on the Transaction, please refer to the press release of 22 November
2022 available on the Company's website (www.italianwinebrands.it, Section "Investors /
Press releases").
43 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
43 |
CONSOLIDATED PROFIT AND LOSS
Note
31.12.2022 31.12.2021
Amounts in EUR
Revenue from sales 23 390.654.334 313.226.713
Change in inventories 11 610.153 13.332.751
Other income 23
Total revenue 396.838.417 329.226.074
Purchase costs 24
(271.789.668 ) (217.704.762 )
Costs for services 25 (71.413.602 ) (64.208.638 )
Personnel costs 26 (21.783.374 ) (15.289.502 )
Other operating costs 27
(2.116.351 ) (1.013.998 )
Operating costs (367.102.995 ) (298.216.900 )
EBITDA 29.735.423 31.009.174
Depreciation and amortization 5-7
(9.666.058 ) (6.948.102 )
Provision for risks 19
(53.660 ) -
Write-ups / (Write-downs) 28
(802.986 ) (1.152.492 )
Operating profit/(loss) 19.212.718 22.908.581
Finance revenue 1.522.120 591.319
Borrowing costs
(7.039.704 ) (4.529.499 )
Net financial income/(expenses) 29
(5.517.584 ) (3.938.180 )
EBT
Taxes 30 (2.661.939 ) (4.433.324 )
(Loss) Profit from discontinued operations
Profit (loss) (A) 11.033.196 14.537.077
Attributable to:
(Profit)/Loss of NCIs 209.303 -
Group profit (loss)
Other Profit/(Loss) of comprehensive income statement:
Other items of the comprehensive income statement for the
period to be subsequently released to profit
or loss
Other items of the comprehensive income statement for the
period not to be subsequently released to profit
or loss
Actuarial gains/(losses) on defined benefit plans
18 54.974 (10.856 )
Tax effect of Other profit/(loss) - -
Total other profit/(loss), net of tax effect (B) 54.974 (10.856 )
Total comprehensive profit/(loss) (A) + (B) 11.088.170 14.526.221
CONSOLIDATED BALANCE SHEET
Note
31.12.2022 31.12.2021
Amounts in EUR
Non-current assets
Intangible fixed assets
5 39.020.818 35.983.013
Goodwill
6 214.743.000 181.085.190
Land, property, plant and equipment
7 52.130.951 50.123.900
Right-of-use assets
7 17.709.172
Equity investments
8 5.109 2.859
Other non-current assets
9 429.732 2.327.877
Attività finanziarie non correnti
Deferred tax assets
10 1.564.520 1.515.513
Total non-current assets
Current assets
Inventory
11 102.814.958 77.907.701
Trade receivables
12 61.599.269 68.143.859
Other current assets
13 6.082.797 2.395.938
Current tax assets
14 3.493.237 7.402.216
Current financial assets
Cash and cash equivalents
15 61.049.148 59.103.393
Total current assets
Non-current assets held for sale
Total assets 561.316.949 501.146.584
Shareholders’ equity
Share capital 1.124.468 1.046.266
Reserves 142.277.658 112.428.321
Reserve for defined benefit plans (22.659 ) (77.633 )
Reserve for stock grants 65.947 518.220
Profit (loss) carried forward 38.992.842 31.502.135
Net profit (loss) for the period 11.242.499 14.537.077
Total Shareholders’ Equity of parent company shareholders 193.680.755 159.954.386
Shareholders’ equity of NCIs
(366.135 ) -
Total Shareholders’ Equity 16 193.314.619 159.954.386
Non-current liabilities
Financial payables
17 152.393.087 135.725.740
Right-of-use liabilities
17 13.959.419 10.891.065
Provision for other employee benefits
18 1.443.925 1.212.286
Provisions for future risks and charges
19 288.172 333.891
Deferred tax liabilities
10 9.434.874 9.966.431
Other non-current liabilities
21
Total non-current liabilities 177.519.477 158.129.413
Current liabilities
Financial payables
17 38.827.981 32.467.349
Right-of-use liabilities
17 3.089.661 2.388.122
Trade payables
20 136.717.241 137.367.109
Other current liabilities
21 8.938.396 9.507.718
Current tax liabilities
22
Provisions for future risks and charges
19
Total current liabilities 190.482.853 183.062.785
Liabilities directly related to assets held for sale - -
Total shareholders’ equity and liabilities 561.316.949 501.146.584
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY
Amounts in in Eur
Share Capital Capital Reserves
Riserve for stock
grants
Reserve for defined
benefit plans
Retained earnings
Shareholders’ equity
of NCIs
Total
Balance sheet at 1 January 2021 879.854 66.285.953 739.278 (66.778 ) 36.682.202 - 104.520.510
Capital increase 166.412 45.333.588 45.500.000
Purchase of own shares (52.440 ) (52.440 )
Sale of own shares - -
Dividends (4.793.595 ) (4.793.595 )
Stock grants 645.169 (221.058 ) 424.111
Legal reserve -
Reclassification and other changes 216.051 (386.472 ) (170.421 )
Total comprehensive profit/ (loss) (10.856 ) 14.537.077 14.526.221
Balance sheet at 31 December 2021 1.046.266 112.428.321 518.220 (77.633 ) 46.039.212 - 159.954.386
Capital increase 78.203 26.238.037 26.316.240
Purchase of own shares (1.446.020 ) (1.446.020 )
Sale of own shares - -
Dividends - (879.216 ) (879.216 )
Stock grants 1.278.338 (452.274 ) (826.065 ) -
Legal reserve 72.515 (72.515 ) -
Reclassification and other changes 3.706.467 (5.268.575 ) (156.832 ) (1.718.941 )
Total comprehensive profit/ (loss) 54.974 11.242.499 (209.303 ) 11.088.170
Balance sheet at 31 December 2022 1.124.468 142.277.658 65.947 (22.659 ) 50.235.341 (366.135 ) 193.314.619
45 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
45 |
CONSOLIDATED CASH FLOW
Amounts in in Eur
Notes
31.12.2022 31.12.2021
Profit (loss) before taxes 13.695.134 18.970.401
Adjustments for:
- non-monetary items - stock grant - -
- allocations to the provision for bad debts net of utilizations 802.986 1.152.492
- non-monetary items - provisions / (releases) 53.660 -
- non-monetary items - amortisation/depreciation
Adjusted profit (loss) for the period before taxes 24.217.839 27.070.995
Cash flow generated by operations
Income tax paid (1.888.999 ) (6.201.767 )
Other financial (income)/expenses without cash flow (financial amortisation) 3.473.329 2.205.312
Strumenti finanziari derivati
Total 1.584.330 (3.996.455 )
Changes in working capital
Change in receivables from customers 17.823.645 (633.226 )
Change in trade payables (17.206.508 ) 19.556.589
Change in inventories (3.009.645 ) (14.638.428 )
Change in other receivables and other payables 2.115.358 (19.231.443 )
Other changes (299.235 ) (29.865 )
Change in post-employment benefits and other provisions (242.417 ) 67.323
Change in other provisions and deferred taxes
(543.689 ) 422.948
Total (1.362.491 ) (14.486.102 )
Cash flow from operations (1) 24.439.678 8.588.438
Capital expenditure:
- Tangible (6.297.749 ) (2.835.873 )
- Intangible (3.630.091 ) (3.481.896 )
- Net cash flow from business combination (*): (48.858.251 ) (149.226.832 )
- Cessione rami d'azienda -
- Financial
Cash flow from investment activities (2) (58.786.090 ) (152.681.247 )
Financial assets
Long-term borrowings/ (repayments) - Bond 223.329 130.000.000
Short-term borrowings (paid) 6.657.000 32.542.000
Long-term borrowings/ (repayments) - Bond (10.019.000 ) (9.000.000 )
Collections / (repayments) revolving loan 7.500.000 (16.625.000 )
Collections / (repayments) other financial payables 6.620.628 (2.038.000 )
Change in other financial assets 438.925 (1.055.737 )
Change in other financial liabilities 2.374.574 (4.914.740 )
Purchase of own shares (1.446.020 ) (52.440 )
Sale of own shares - -
Dividends paid (879.216 ) (4.793.595 )
Monetary capital increases 26.316.240 45.500.000
Change in reserve for stock grants - 424.111
Variazione riserva valutazione - -
Other changes in shareholders equity
(1.494.293 ) (192.132 )
Cash flow from financing activities (3) 36.292.168 169.794.467
Cash flow from continuing operations 1.945.755 25.701.658
Change in cash and cash equivalents (1+2+3) 1.945.755 25.701.658
Cash and cash equivalents at beginning of period 59.103.393 33.401.735
Cash and cash equivalents at end of period 61.049.148 59.103.393
(*)
13.846.409
35.011.841
Effects of the acquisition of 85 % of Enovation Brands shareholders' equity
as below detailed:
a) Total amount paid/to be paid (cash): 14.962.662
b) Amount of cash and cash equivalents (with a negative sign): (1.116.253 )
(*) Effects of the acquisition of 100 % of Barbanera S.r.l. and Fossalto S.r.l. shareholders' equity
as below detailed:
a) Total amount paid/to be paid (cash): 42.990.000
b) Amount of cash and cash equivalents (with a negative sign): (7.978.159 )
FORM AND CONTENT
OF THE CONSOLIDATED FINANCIAL REPORT
Introduction
This Financial Report at 31 December 2022 has been prepared in accordance with the AIM
Regulation and in compliance with International Financial Reporting Standards ("IFRS") issued
by the International Accounting Standards Board ("IASB") and approved by the European
Union. The designation “IFRS” also includes all currently valid International Accounting
Standards (“IAS”), as well as all interpretations of the International Accounting Reporting
Interpretations Committee (“IFRIC”), formerly the Standing Interpretations Committee (“SIC”).
Directive 2004/109 / EC (the "Transparency Directive") and Delegated Regulation (EU)
2019/815 introduced the obligation for issuers of securities listed on regulated markets of the
European Union to draw up the annual financial report in the language XHTML, based on the
European Single Electronic Format (ESEF), approved by ESMA. For the year 2022 it is expected
that the consolidated financial statements must be "marked" with the ESEF taxonomy, using
an integrated computer language (iXBRL).
Statement of financial position schedules
This Financial Report at 31 December 2022 consists of the statement of financial position, the
statement of comprehensive income, the statement of changes in shareholders' equity, the
statement of cash flows and the notes, and is accompanied by the directors' report on
operations.
Statement of financial position schedules are prepared according following methodologies:
▪ The format adopted for the Statement of Financial Position distinguishes between
current and non-current assets and liabilities.
▪ The income statement format adopted provides for the classification of costs by
nature, more representative than “destination one”. The Group opted to present the
items of profit or loss for the year in a single statement of comprehensive income,
which includes the result for the period and, by homogeneous categories, income and
expenses which, in accordance with IFRS, are posted directly to shareholders' equity.
▪ The statement of cash flows analyses the cash flows deriving from the operating
activities using the indirect method, whereby the profit (loss) for the period is adjusted
for the effects of non-monetary transactions, any deferrals or provisions relating to
previous or future operating receipts or payments and the revenue or cost items
connected with cash flows deriving from investing or financing activities.
▪ The statement of changes in shareholders' equity includes, in addition to total
profits/losses for the period, the amounts of transactions with equity holders and
changes in reserves during the period.
The financial statements are presented in Euro, the reference currency for the Company.
Unless otherwise indicated, the figures reported in these notes are expressed in thousands of
Euro.
1 Consolidation area
Subsidiaries are defined as all investees in which the Group simultaneously has an interest:
- decision-making power, i.e., the ability to direct the relevant activities of the investee, i.e.,
those activities that have a significant influence on the results of the investee;
- the right to variable results (positive or negative) from an investment in the consolidated
entity;
- the ability to use its decision-making power to determine the amount of profit/loss arising
from an investment in a consolidated entity.
The financial statements of subsidiaries are included in the consolidated financial statements
from the date on which control is acquired until such time as control ceases to exist. Equity
The entities included in the scope of consolidation and the relative percentages of direct or
indirect ownership by the Group are listed below:
Share Capital
Percentage held
Company
Country
Parent Company
Percentage Held
Currency Value
directly
IWB S.p.A.
Italy
EUR 1.124.468
- Holding
Provinco Italia S.p.A.
Italy
EUR 132.857
IWB S.p.A. 100% 100%
Giordano Vini S.p.A.
Italy
EUR 14.622.511
IWB S.p.A. 100% 100%
Enoitalia S.p.A.
Italy
EUR 1.453.055
IWB S.p.A. 100% 100%
Enovation Brands Inc
United States
USD 1.000
IWB S.p.A. 85% 85%
Barbanera S.r.l.
Italy
EUR 113.915
IWB S.p.A. 100% 100%
Fossalto S.r.l.
Italy
EUR 10.000
IWB S.p.A. 100% 100%
Italian Wine Brands Uk Ltd
England
GBP 1
IWB S.p.A. 100% 100%
Provinco Deutschland GmbH
Germany
EUR 25.000
Provinco Italia S.p.A. 100% -
Pro.Di.Ve. S.r.l.
Italy
EUR 18.486
Giordano Vini S.p.A. 100% -
Raphael Dal Bo AG
Swiss
CHF 100.000
Provinco Italia S.p.A. 100% -
47 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
47 |
2 General principles of preparation
The presentation currency being the Euro, and the amounts shown are rounded to the nearest
whole number, including, unless otherwise indicated, the amounts shown in the notes.
The cost principle has been adopted in the preparation of this Consolidated Annual Financial
Report, with the exception of derivative financial instruments measured at fair value.
The most significant accounting standards adopted in the preparation of this consolidated
financial statements are:
Valuations and significant accounting estimates
The preparation of the consolidated interim financial statements requires the making of
estimates and assumptions that have an effect on the values of the assets and liabilities in the
financial statements and on the information relating to potential assets and liabilities at the
date of the financial statements. The final results could differ from the estimates made which
are based on data that reflect the current state of the information available. The estimates are
used to record the provisions for credit risks, asset write-downs, current and deferred taxes,
other provisions and provisions. The estimates and assumptions are periodically reviewed and
the effects of each change are immediately reflected in the income statement.
With regard to the valuation of financial assets, due to the nature of the financial assets held
by the Group relating mainly to cash and cash equivalents, and receivables from the tax
authorities for VAT, there are no particular risks arising from the uncertainties defined above.
***
The accounting principles adopted in the preparation of the consolidated half-year financial
report comply with those used for the preparation of the Group's annual financial statements
for the year ended 31 December 2020 with the exception of the accounting principles,
amendments and interpretations which were applied for the first time. by the Group starting
from 1 January 2021, described below.
The general principle adopted in the preparation of this consolidated Annual Financial Report
is that of cost, with the exception of derivative financial instruments measured at fair value.
The most significant accounting principles adopted in the preparation of these consolidated
financial statements are as follows:
49 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
49 |
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an
acquisition is calculated as the sum of the amount paid, valued at fair value as at the acquisition
date, and the amount of any non-controlling interest held in the acquired asset. For each
business combination, the purchaser must assess any non-controlling interest held in the
acquired property at fair value or proportionate to the non-controlling interests held in the net
identifiable assets of the acquired property. Acquisition costs are expensed and classified as
administrative expenses.
At the acquisition date, the identifiable assets acquired and liabilities assumed are recognized
at fair value at the acquisition date; exceptions to this are deferred tax assets and liabilities,
assets and liabilities for employee benefits, liabilities or equity instruments relating to share-
based payments of the acquired company or share-based payments issued in place of
contracts of the acquired company, and assets (or groups of assets and liabilities) held for sale,
which are instead measured according to their reference standard.
Any potential consideration must be recorded by the purchaser at fair value at the date of
acquisition and classified according to IAS 32.
Goodwill is initially measured at cost, which is the excess of the sum of the consideration
transferred in the business combination, the value of shareholders' equity attributable to non-
controlling interests and the fair value of any investment previously held in the acquiree over
the fair value of the net assets acquired and liabilities assumed at the acquisition date. If the
value of the net assets acquired and liabilities assumed at the acquisition date exceeds the sum
of the consideration transferred, the value of the shareholders' equity pertaining to non-
controlling interests and the fair value of any investment previously held in the acquiree, this
excess is immediately recognized in profit or loss as income from the transaction concluded.
The portions of shareholders' equity pertaining to non-controlling interests at the acquisition
date can be measured at fair value or at the pro-rata value of the net assets recognized for the
acquiree. The choice of valuation method is made on a transaction-by-transaction basis.
Any contingent consideration provided for in the business combination contract is measured
at fair value at the acquisition date and included in the value of the consideration transferred
in the business combination for the purpose of determining goodwill. Any subsequent changes
in this fair value, which may be qualified as adjustments arising during the measurement
period, are retrospectively included in goodwill. Changes in fair value that qualify as
adjustments arising during the measurement period are those resulting from additional
information on facts and circumstances that existed at the acquisition date, obtained during
the measurement period (which may not exceed one year from the business combination).
In the case of business combinations carried out in stages, the equity investment previously
held in the acquiree is revalued at fair value at the date of acquisition of control and any
resulting profit or loss is recognized in the income statement. Any amounts deriving from the
equity investment previously held and recognized in Other comprehensive income are
restated in profit or loss as if the equity investment had been sold.
If the initial amounts of a business combination are incomplete at the reporting date of the
financial statements in which the business combination took place, provisional amounts of the
items for which recognition cannot be completed are reported in the consolidated financial
statements. These provisional amounts are adjusted during the measurement period to take
into account new information obtained about facts and circumstances existing at the
acquisition date that, if known, would have affected the amount of the assets and liabilities
recognized at that date.
Transactions in which the parent company acquires or sells further bon-controlling interests
without changing the control exercised over the subsidiary are transactions with shareholders
and therefore the relative effects must be recognized in shareholders' equity: there will be no
adjustments to goodwill and no gains or losses recognized in the income statement.
Ancillary charges relating to business combinations are recognized in profit or loss in the period
in which they are incurred.
Intangible assets with indefinite useful life
Goodwill
Goodwill is recognized as an asset with an indefinite useful life and is not amortized, but tested
for impairment annually, or more frequently if there is an indication that specific events or
changed circumstances may have caused an impairment loss. Impairment losses are
immediately recognized in profit or loss statement and are not subsequently reversed. After
the initial recognition, goodwill is valued at cost, net of any accumulated impairment losses.
In order to test for impairment, goodwill acquired in a business combination is allocated, at
the acquisition date, to the individual cash-generating units or groups of cash-generating units
that should benefit from the synergies of the combination, regardless of whether other assets
or liabilities of the acquiree are assigned to those units or groups of units.
Each unit or group of units to which goodwill is allocated represents the lowest level at which
goodwill is monitored for internal management purposes.
51 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
51 |
Any loss in value is identified by comparing the carrying amount of the cash generating unit
with its realizable value. If the realizable value of the cash-generating unit is lower than the
carrying amount attributed, the related impairment loss is recognized. This impairment loss is
reversed if the reasons for it no longer exist.
If goodwill has been allocated to a cash-generating unit and the entity disposes of part of the
assets of that unit, the goodwill associated with the disposed asset shall be included in the
carrying amount of the asset when determining the gain or loss on disposal. The goodwill
associated with the discontinued asset must be determined on the basis of the relative values
of the discontinued asset and the portion of the cash-generating unit retained.
Trademark
With effect from 1 January 2014, the Directors of Giordano Vini S.p.A., also with the support
of an independent expert, attributed an indefinite useful life to the trademark acquired as part
of a merger transaction. As part of the business combination carried out in 2015, with regard
to Provinco Italia S.p.A., part of the purchase price was allocated to the trademarks owned by
Provinco, attributing an indefinite useful life to them as well.
Intangible assets with finite useful life
Intangible assets with finite useful life are valued at purchase or production cost net of
amortization and accumulated impairment losses. Depreciation is commensurate with the
expected useful life of the asset and begins when the asset is available for use. The useful life
is reviewed annually, and any changes are made prospectively.
Whenever there are reasons to do so, intangible assets with a finite useful life are tested for
impairment.
Other intangible assets
Other intangible assets are recognized in the statement of financial position only if it is
probable that the use of the asset will generate future economic benefits and if the cost of the
asset can be measured reliably. Once these conditions are met, intangible assets are recorded
at purchase cost, which corresponds to the price paid plus accessory charges.
The gross carrying amount of other intangible assets with a finite useful life is systematically
allocated over the years in which they are used, by means of constant amortization charges,
in relation to their estimated useful life. Amortization begins when the asset is available for
use and is proportionate, for the first reporting period, to the period of actual use. The
amortization rates used are determined on the basis of the useful life of the related assets.
The useful life values used for the purposes of preparing this Consolidated Annual Financial
Report are as follows:
CATEGORY
USEFUL LIFE
Concessions, licenses, trademarks and similar rights
10 years
Industrial patent and use of intellectual property
3 years
Project for adjustment of management control
3 years
Software and other intangible assets
3-4 years
Right-of-use assets
Lease contracts are recorded as rights of use under non-current assets with a balancing entry
in a financial liability. The cost of the fee is broken down into its components of financial
expense, recorded in profit or loss over the term of the contract, and repayment of principal,
recorded as a reduction of the financial liability. The right of use is amortized on a monthly
basis on a straight-line basis over the shorter of the asset's useful life and the term of the
contract.
Rights of use and financial liabilities are initially measured at the present value of future
payments discounted using the incremental borrowing rate.
For a more detailed discussion of the subject see paragraph 4.1.
Land, property, plant and equipment
Tangible assets are composed of:
• industrial land and buildings
• plant and equipment
• industrial and commercial equipment
• other assets
These are recorded at purchase or production cost, including directly attributable ancillary
charges necessary for putting the asset into operation for its intended use.
The cost is reduced by depreciation, with the exception of land, which is not depreciated
because it has an indefinite useful life, and any losses in value.
53 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
53 |
Depreciation is calculated on a straight-line basis using percentages that reflect the economic
and technical deterioration of the asset and is calculated from the moment in which the asset
is available for use.
Significant parts of property, plant and equipment with different useful life are accounted for
separately and depreciated over their useful life.
The useful life of assets and residual values are reviewed annually at the time of closing the
financial statements. The useful life values used for the purposes of preparing this
Consolidated Annual Financial Report are as follows:
CATEGORY
USEFUL LIFE
Land
Indefinite
Buildings
18-50 years
Plant and equipment:
- Means of transport for interiors
10-12 years
- Generic plant
8-18 years
- Machinery
6-15 years
- Vats and tanks
4-20 years
Industrial and commercial equipment:
- Cars
5-8 years
- Equipment
8-12 years
- Electronic machines
4-8 years
- Ordinary office machines and furniture
15 years
- Goods on loan for use
4 years
Routine maintenance and repair costs are recognized directly in profit or loss in the period in
which they are incurred.
Profits and losses arising from the sale or disposal of property, plant and equipment are
determined as the difference between the sale proceeds and the net carrying amount of the
asset and are recognized in profit or loss for the period.
Leasehold improvements with the characteristics of fixed assets are capitalized in the category
of the asset to which they refer and are depreciated over their useful life or, if shorter, over
the duration of the lease agreement.
Financial charges, incurred for investments in assets which normally require a certain period
of time to be ready for use or sale (qualifying asset pursuant to IAS 23 - Borrowing Costs), are
capitalized and amortized over the useful life of the class of assets to which they refer.
All other financial charges are recognized in profit or loss in the period in which they are
incurred.
Impairment of assets
At least once a year it is checked whether the assets and/or the cash generating units ("CGUs")
to which the assets are attributable may have suffered an impairment loss. If there is such
evidence, the realizable value of the assets/CGUs is estimated. Goodwill and other intangible
assets with an indefinite useful life are tested for impairment annually or more frequently,
whenever there is an indication that the asset may be impaired.
Realizable value is defined as the higher of its fair value less costs to sell and value in use. The
value in use is defined on the basis of the discounting back of the future cash flows expected
from the use of the asset, gross of taxes, applying a discount rate that reflects current market
changes in the time value of money and the risks of the asset.
If it is not possible to estimate the realizable value of the individual fixed asset, the recoverable
value of the cash-generating unit (CGU) to which the fixed asset belongs is determined.
If the realizable value of an asset (or cash-generating unit) is lower than its carrying amount,
the carrying amount is reduced to its recoverable amount and the loss is recognized in profit
or loss. Subsequently, if an impairment loss on assets other than goodwill ceases to exist or
decreases, the carrying amount of the asset (or cash-generating unit) is increased to the new
estimate of its realizable value (which, however, may not exceed the net carrying amount that
the asset would have had if the impairment loss had never been recognized). This reversal is
immediately recognized in profit or loss.
Equity investments
Investments in subsidiaries not included in the scope of consolidation are stated at cost,
adjusted for impairment. The positive difference resulting from the acquisition between the
acquisition cost and the portion of the shareholders' equity at replacement cost of the investee
company pertaining to the period is therefore included in the carrying amount of the
investment. If there is evidence that these investments have suffered a loss in value, this is
recorded in the income statement as a write-down. In the event that any share of the losses
of the investee exceeds the carrying amount of the investment, and the entity has an
obligation to account for them, the value of the investment is written off and the share of any
further losses is recognized as a provision under liabilities. If, subsequently, the loss in value
no longer exists or is reduced, a reversal of the impairment loss within the limits of cost is
recognized in profit or loss.
55 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
55 |
Associates are all companies over which the Group is able to exercise significant influence as
defined by IAS 28 - Investments in Associates and Joint Ventures. Such influence is normally
presumed to exist when the Group holds a percentage of voting rights between 20% and 50%,
or when - even with a lower percentage of voting rights - it has the power to participate in the
determination of financial and management policies by virtue of particular legal ties such as,
for example, participation in shareholders' agreements together with other forms of significant
exercise of governance rights.
Joint arrangements are agreements under which two or more parties have joint control on the
basis of a contract. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the
unanimous consent of the parties sharing control. Such agreements may give rise to joint
ventures or joint operations.
A joint venture is a joint arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the arrangement Joint ventures differ from joint
operations, which are arrangements that give the parties to the arrangement which have joint
control over the initiative, rights over the individual assets and obligations for the individual
liabilities relating to the arrangement. In the case of joint operations, it is mandatory to
recognize the assets and liabilities, costs and revenues of the arrangement in accordance with
the relevant accounting standards. The Group has no joint operation arrangements in place.
Financial instruments
Financial instruments are included in the statement of financial position items described
below. Investments and other non-current financial assets include investments in subsidiaries
and other non-current financial assets. Current financial assets include trade receivables and
cash and cash equivalents. In particular, cash and cash equivalents include bank deposits.
Financial liabilities refer to financial payables, including payables for advances on orders,
assignment of receivables, as well as other financial liabilities (which include the negative fair
value of derivative financial instruments), trade payables and other payables.
Non-current financial assets
Non-current financial assets other than equity investments, as well as financial liabilities, are
accounted for in accordance with IFRS 9. Loans and receivables not held for trading and assets
held with the intention of keeping them in the portfolio until maturity are valued at amortized
cost, using the effective interest method. When financial assets do not have a fixed maturity,
they are valued at purchase cost. Evaluations are regularly carried out to verify whether there
is objective evidence that a financial asset may have been impaired. If there is objective
evidence, the impairment loss shall be recognized as an expense in the income statement for
the period. With the exception of derivative financial instruments, financial liabilities are stated
at amortized cost using the effective interest method.
Trade receivables and payables
Trade receivables are initially recorded at amortized cost, which coincides with the adjusted
nominal value, in order to adjust it to the presumed realizable value, by recording a provision
for bad debts. This provision for bad debts is commensurate with both the size of the risks
relating to specific receivables and the size of the general risk of non-collection impending on
all the receivables, prudentially estimated based on past experience and the degree of known
financial equilibrium of all debtors.
Trade and other payables are recorded at their nominal value, which is considered
representative of the settlement value. Receivables and payables in foreign currencies are
aligned with the exchange rates prevailing on the reporting date and gains or losses deriving
from conversion are entered in profit or loss.
Receivables assigned as a result of factoring transactions are eliminated from the statement
of financial position if the risks and rewards of ownership have been substantially transferred
to the assignee, thus constituting a non-recourse assignment. The portion of disposal costs
that is certain to be included in the quantum amount is recognized as a financial liability.
Collections received on behalf of the factoring company and not yet transferred, generated by
the contractual terms and conditions that provide for the periodic and predetermined transfer,
are stated under financial liabilities.
Cash and cash equivalents
The item relating to cash and cash equivalents includes cash, bank current accounts, postal
current accounts, deposits repayable on demand and other short-term highly liquid financial
investments that are readily convertible into cash and are subject to an insignificant risk of
change in value.
Financial payables
Financial liabilities include financial payables, including payables for deferred price parts
relating to the assignment of non-recourse receivables, as well as other financial liabilities.
Financial liabilities, other than derivative financial instruments, are initially recorded at market
value (fair value) less transaction costs; they are subsequently valued at amortized cost, i.e.,
57 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
57 |
at their initial value, net of principal repayments already made, adjusted (upwards or
downwards) on the basis of the amortization (using the effective interest method) of any
differences between the initial value and the value at maturity.
Inventory
Inventory is recorded at the lower of purchase or production cost and realizable value,
represented by the amount that the entity expects to obtain from their sale in the normal
course of business. The cost configuration adopted is the weighted average cost. Purchase
costs include prices paid to suppliers increased by ancillary costs incurred up to entry into the
warehouse, net of discounts and rebates. Production costs include both direct costs of
materials and labor and reasonably attributable indirect production costs. In the allocation of
production overheads, the normal production capacity of the plants is taken into account for
the allocation of the cost of the products.
Provisions are made for the value of inventory determined in this way to take into account
inventory considered obsolete or slow-moving.
Inventory also includes production cost relating to returns expected in future periods in
connection with deliveries already made, estimated based on the sales value less the average
mark-up applied.
Assets and liabilities held for sale
Assets and liabilities held for sale and discontinued operations are classified as such if their
carrying amount will be recovered principally through sale rather than through continuing use.
These conditions are considered to have been met when the sale or discontinuance of the
group of assets being disposed of is considered highly probable and the assets and liabilities
are immediately available for sale in the conditions in which they are located.
When an entity is involved in a disposal plan that results in a loss of control of an investee, all
assets and liabilities of that investee are classified as held for sale when the above conditions
are met, even if, after disposal, the entity continues to hold a non-controlling interest in the
subsidiary.
Assets held for sale are valued at the lower of their net carrying amount and fair value net of
selling costs.
Employee benefits
Bonuses paid under defined-contribution plans are recognized in profit or loss for the portion
accrued during the year.
Until 31 December 2006, the provision for employee severance indemnities (TFR) was
considered a defined benefit plan. The rules governing this fund were amended by Law 296 of
27 December 2006 ("2007 Finance Act") and subsequent Decrees and Regulations issued in
early 2007. In light of these changes, and in particular with reference to companies with at
least 50 employees, this scheme is now to be considered a defined benefit plan solely for the
amounts accrued before 1 January 2007 (and not yet paid at the reporting date), while for the
amounts accrued after that date it is similar to a defined contribution plan.
Defined-benefit pension plans, which also include severance indemnities due to employees
pursuant to Article 2120 of the Italian Civil Code, are based on the working life of the
employees and the remuneration received by the employee during a predetermined period of
service. In particular, the liability representing the benefit due to employees under defined
benefit plans is recorded in the financial statements at its actuarial value.
The recognition of defined benefit plans requires the actuarial estimation of the amount of
benefits accrued by employees in exchange for service rendered in the current and prior
periods and the discounting back of such benefits in order to determine the present value of
the entity's commitments. The present value of the commitments is determined by an
independent actuary using the projected unit credit method. This method considers each
period of service provided by employees at the company as an additional unit under law:
actuarial liability must therefore be quantified only on the basis of the seniority accrued at the
valuation date; therefore, total liability is normally re-proportioned based on the ratio
between the years of service accrued at the valuation date of reference and the total seniority
achieved at the time envisaged for the payment of the benefit. In addition, the above method
provides to consider future salary increases, for whatever reason (inflation, career, contract
renewals, etc.), until the time of termination of employment.
The cost of defined-benefit plans accrued during the year and recorded in profit or loss as part
of personnel expenses is equal to the sum of the average current value of the rights accrued
by the employees present for the work performed during the period, and the annual interest
accrued on the present value of the commitments of the entity at the beginning of the period,
calculated using the discount rate of future disbursements adopted for the estimate of the
liability at the end of the previous period. The annual discount rate adopted for the calculations
is assumed to be equal to the market rate at the end of the period for zero coupon bonds with
a maturity equal to the average residual duration of the liability.
59 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
59 |
The amount of actuarial losses and gains deriving from changes in the estimates made is
charged to profit or loss.
It should be noted that the valuation of the severance indemnity based on IAS 19 concerned
IWB S.p.A., Giordano Vini S.p.A. Enoitalia S.p.A., Barbanera srl e Fossalto srl whose financial
statements and reporting packages are respectively drawn up on the basis of IAS / IFRS and
did not impact Provinco Italia S.p.A.; the effect on this company is estimated not to be
significant.
Salary benefits in the form of equity participation
The Group also remunerates its top management through stock grant plans. In such cases, the
theoretical benefit attributed to the parties concerned is debited to profit or loss in the years
covered by the plan, with a balancing entry in the shareholders' equity reserve. This benefit is
quantified by measuring the fair value of the assigned instrument at the assignment date using
financial valuation techniques, including any market conditions and adjusting the number of
rights that are expected to be assigned at each reporting date.
Provisions for future risks and charges
These are provisions arising from current obligations (legal or implicit) and relating to a past
event, for the fulfilment of which it is probable that an outlay of resources will be necessary,
the amount of which can be reliably estimated. If the expected use of resources goes beyond
the next financial year, the obligation is recorded at its present value determined by
discounting the expected future cash flows discounted at a rate that also takes into account
the cost of money and the risk of the liability.
Provisions are reviewed at each reporting date and, if necessary, adjusted to reflect the best
current estimate; any changes in estimate are reflected in profit or loss for the period in which
the change occurred.
Risks for which the occurrence of a liability is only possible are mentioned in the notes without
making any provision.
Revenue from sales
Revenues are recognized to the extent that it is probable that economic benefits will flow to
the entity and the amount can be measured reliably. Revenues are recognized net of discounts,
allowances and returns.
Revenues from the distance selling division are recognized when the carrier delivers them to
the customer. Revenues from the sale of wine, food products and gadgets are recognized as a
single item.
The distance selling division accepts, for commercial reasons, returns from customers for
distance selling under the terms of sale. In relation to this practice, the amounts invoiced at
the time of shipment of the goods are adjusted by the amounts for which, even on the basis
of historical experience, it can reasonably be expected that at the reporting date not all the
significant risks and rewards of ownership of the goods have been transferred. The returns
thus determined are stated in profit or loss as a reduction in revenues.
Interest income
Interest income is recorded in profit or loss on an accruals basis according to the effective rate
of return method. These mainly refer to bank current accounts.
Public grants
Public grants are recorded when there is a reasonable certainty that they can be received (this
moment coincides with the formal resolution of the public bodies granting them) and all the
requirements of the conditions for obtaining them have been met.
Revenues from public grants are recognized in profit or loss based on the costs for which they
were granted.
Dividends
The distribution of dividends to shareholders, if resolved, generates a debt at the time of
approval by the Shareholders' Meeting.
Cost recognition
Selling and marketing expenses are recognized in profit or loss at the time they are incurred or
the service is rendered.
Costs for promotional campaigns, mailings or other means are charged at the time of shipment
of the material.
Non-capitalizable research and development costs, consisting solely of personnel costs, are
expensed in the period in which they are incurred.
61 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
61 |
Interest charges
Interest expense is recognized on an accruals basis, based on the amount financed and the
effective interest rate applicable.
Taxes
Taxes for the period represent the sum of current and deferred taxes.
Current taxes are based on the taxable income for the period. Taxable income differs from the
result reported in profit or loss in that it excludes positive and negative components that will
be taxable or deductible in other years and also excludes items that will never be taxable or
deductible. Current tax liabilities are calculated using the rates in force at the reporting date,
or if known, those that will be in force at the time the asset is realized or the liability is
extinguished.
Deferred tax assets and liabilities are the taxes that are expected to be paid or recovered on
temporary differences between the carrying amount of assets and liabilities in the statement
of financial position and the corresponding tax value used in the calculation of taxable income,
accounted for using the full liability method. Deferred tax liabilities are generally recognized
for all taxable temporary differences, while deferred tax assets are recognized to the extent
that it is probable that there will be taxable results in the future that will allow the use of
deductible temporary differences. These assets and liabilities are not recognized if the
temporary differences arise from goodwill or the from initial recognition (not in business
combination transactions) of other assets or liabilities in transactions that have no influence
on either the accounting result or the taxable result. The tax benefit deriving from the carry-
forward of tax losses is recognized when and to the extent that it is considered probable that
future taxable income will be available against which these losses can be used.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable income will exist to permit the
recovery of all or part of those assets.
Deferred taxes are calculated based on the tax rate that is expected to be in force when the
asset is realized or the liability is settled.
Deferred taxes are charged directly to profit or loss, with the exception of those relating to
items recognized directly in equity, in which case the related deferred taxes are also charged
to equity.
Financial assets measured at fair value through other comprehensive income (FVOCI)
This category includes equity instruments for which the Group - at the time of initial
recognition or at the time of transition - has exercised the irrevocable option to present the
profits and losses deriving from fair value changes in shareholders' equity (FVOCI). These are
classified as non-current assets under "Other financial assets at fair value through other
comprehensive income".
These are initially recognized at fair value, including transaction costs directly attributable to
the acquisition.
They are subsequently measured at fair value, and gains and losses arising from changes in fair
value are recognized in a specific equity reserve. This reserve will not be reflected in profit or
loss. In the event of disposal of the financial asset, the amount suspended at equity is
reclassified to retained earnings.
Dividends deriving from these financial assets are recorded in profit or loss at the time when
the right to collection arises.
Financial assets at fair value through profit or loss (FVPL)
This valuation category comprises:
- equity instruments for which the Group - at the time of initial recognition or at the
time of transition - did not exercise an irrevocable option to present the profits and
losses deriving from changes in fair value in shareholders' equity. These are classified
as non-current assets under "Other financial assets at fair value through profit or loss";
- debt instruments for which the Group's business model for asset management
provides for the sale of the instruments and the cash flows associated with the
financial asset represent the payment of outstanding capital. These are classified as
current assets under "Other financial assets at fair value through profit or loss";
- derivative instruments, with the exception of those designated as hedging
instruments, classified under the item "derivative financial instruments".
These are initially recognized at fair value. Transaction costs directly attributable to the
acquisition are recognized in profit or loss. They are subsequently measured at fair value, and
gains and losses arising from changes in fair value are recognized in profit or loss.
Derivative financial instruments designated as hedging instruments
In line with the provisions of IFRS 9, derivative financial instruments are accounted for in
accordance with the procedures established for hedge accounting only when:
63 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
63 |
- the items covered and the hedging instruments meet the eligibility requirements;
- at the beginning of the hedging relationship, there is a formal designation and
documentation of the hedging relationship, the Group's risk management objectives
and the strategy for hedging;
- the hedging relationship meets all of the following efficacy requirements:
- there is an economic relationship between the hedged item and the hedging
instrument;
- the effect of credit risk is not dominant with respect to the changes associated
with the hedged risk;
- the hedge ratio defined in the hedging relationship is met, including through
rebalancing actions, and is consistent with the risk management strategy adopted
by the Group.
These derivative instruments are measured at fair value.
Depending on the type of hedge, the following accounting treatments are applied:
- Fair value hedge - if a derivative financial instrument is designated as a hedge of
exposure to changes in the fair value of an asset or liability attributable to a particular
risk, the gain or loss from subsequent changes in the fair value of the hedging
instrument is recognized in profit or loss. The gain or loss on the hedged item, for the
part attributable to the hedged risk, modifies the carrying amount of that asset or
liability (basis adjustment) and is also recognized in profit or loss;
- Cash flow hedge - if a derivative financial instrument is designated as a hedge of the
exposure to variability in cash flows of a recognized asset or liability or a highly
probable future transaction, the effective portion of the change in fair value of the
hedging derivative is recognized directly in equity, while the ineffective portion is
recognized immediately in profit or loss. Amounts that have been recognized directly
in equity are reclassified to profit or loss in the year in which the hedged item has an
effect on profit or loss.
If the hedge of a highly probable future transaction subsequently results in the recognition of
a non-financial asset or liability, the amounts that are suspended in equity are included in the
initial value of the non-financial asset or liability.
Fair value estimation
The fair value of financial instruments listed on an active market is determined on the basis of
market prices at the reporting date. The reference market price for financial assets held is the
current sale price (purchase price for financial liabilities).
The fair value of financial instruments that are not traded on an active market is determined
using various valuation techniques and assumptions based on market conditions at the
reporting date. For medium and long-term liabilities, the prices of similar listed financial
instruments are compared; for the other categories of financial instruments, the cash flows
are discounted.
The fair value of IRSs is determined by discounting the estimated cash flows deriving from
them at the reporting date. For loans, it is assumed that the nominal value, net of any
adjustments made to take int account their collectability, approximates the fair value. The fair
value of financial liabilities for disclosure purposes is determined by discounting the cash flows
from the contract at an interest rate that approximates the market rate at which the entity is
financed.
3 Fair value measurement
In relation to financial instruments measured at fair value, the classification of these
instruments based on the hierarchy of levels provided for by IFRS 13 is shown below, which
reflects the significance of the inputs used in determining fair value. The following levels can
be distinguished:
Level 1 - unadjusted quotations recognized on an active market for the assets or liabilities being
measured;
Level 2 - inputs other than the quoted prices mentioned in the previous point, which are
observable on the market, either directly (as in the case of prices) or indirectly (i.e., derived
from prices);
Level 3 – inputs that are not based on observable market data.
There are no assets or liabilities outstanding that are measured at fair value at 30 June 2021.
3.1 Financial risks
The Group is mainly exposed to financial risks, credit risk and liquidity risk.
65 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
65 |
Risks deriving from exchange rate fluctuations
The Group is subject to the market risk deriving from exchange rate fluctuations, as it operates
in an international setting, with transactions carried out in different currencies. Exposure to
risk arises both from the geographical distribution of the business and from the various
countries in which purchases are made.
Risks deriving from changes in interest rates
Since financial debt is mainly regulated by variable interest rates, it follows that the Group is
exposed to the risk of their fluctuation. The trend of interest rates is constantly monitored by
the Company and depending on their changes it will be possible to evaluate the opportunity
to adequately hedge the interest rate risk. The Group is currently not hedged, considering the
insignificant impact on the income statement of interest rate changes.
Derivative financial instruments (for exchange rate hedging) in relation to which it is not
possible to identify an active market, are recorded at fair value and are included in the items
of financial assets and liabilities and other assets and liabilities. The relative fair value was
determined using valuation methods based on market data, in particular by using specific
pricing models recognized by the market.
Credit risk
Credit risk is the Group’s exposure to potential losses that may result from the failure to meet
obligations with counterparts.
The receivables recorded essentially comprise receivables from final consumers for whom the
risk of nonrecovery is moderate and in any case of a minimum individual amount. The
Company has instruments for the preventive control of the solvency of each customer, as well
as instruments for monitoring and reminding of receivables through the analysis of collection
flows, payment delays and other statistical parameters.
Receivables from wholesales and the ho.re.ca channel are insured; for shipments to countries
with a high risk index, advance payment is required.
Liquidity risk
The Group finances its activities both through the cash flows generated by its operations and
through the use of external sources of funding and is therefore exposed to liquidity risk,
represented by the fact that its financial resources are not sufficient to meet its financial and
commercial obligations in accordance with agreed terms and maturities. The Group's cash
flows, borrowing requirements and liquidity are controlled by considering the maturity of
financial assets (trade receivables and other financial assets) and the cash flows expected from
the related transactions. The Group has both secured and unsecured credit lines, consisting of
revocable short-term credit lines in the form of revolving loans, current account overdrafts and
signature loans.
Default and covenant risk on debt
This risk arises from the presence in loan agreements of provisions that, if certain events were
to occur, would entitle the counterparties to demand that the borrower repay immediately
the loaned amounts, thereby generating liquidity risk.
Operational and management risks
The Group neither manages nor owns vineyards and purchases the raw materials necessary
for the production of wines (grapes, must and bulk wine) directly from third-party producers.
The market trend of these raw materials, which are natural products, largely depends on the
results of the harvests, which in turn are influenced, in quantitative and qualitative terms, by
climatic, phytopathological or polluting factors. Although the Group has adopted a flexible
purchasing system based on the purchase of raw materials from year to year in the main Italian
wine-making regions according to harvest trends and has developed consolidated
relationships with suppliers, it cannot be excluded that particularly poor harvests may lead to
a significant increase in the prices of raw materials or make it more difficult to obtain grapes,
musts and bulk wine in the quantities and qualities needed to sustain customer demand.
Moreover, the Group's catalogue is mainly composed of DOC, DOCG and IGT wines and the
negative trend in harvests could affect the Group's ability to continue to maintain a basket of
products centered on wines with these characteristics. These circumstances could have a
negative effect on the Group's economic and financial situation.
4. Accounting principles
4.1 Accounting standards adopted
Approved accounting standards and interpretations in force from 1 January 2022
Pursuant to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", the IFRSs
that entered into force on or after 1 January 2022 are indicated below:
• Amendments to IAS 16 - Property, plant and equipment - Consideration received before
expected use
These amendments prohibit deducting from the cost of property, plant and equipment
amounts received from the sale of products while the asset is being prepared for its intended
67 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
67 |
use. The proceeds from the sale of the products and the related production cost must be
recognized in the Income Statement.
There were no impacts on the Group Financial Statements as a result of these changes.
• Amendments to IAS 37 - Provisions, potential liabilities and potential assets - Onerous
contracts - Costs to fulfill a contract
These amendments specify that the costs to be considered when evaluating onerous contracts
are both the incremental costs of fulfilling the contract (for example, direct labor and
materials) and a share of other costs that relate directly to the fulfillment of the contract (e.g.
a split of the depreciation charge of the assets used to fulfill the contract).
There were no impacts on the Group Financial Statements as a result of these changes.
• Annual Improvements (2018-2020 cycle) issued in May 2020
These are limited amendments to some standards (IFRS 1 First-time adoption of IFRSs, IFRS 9
Financial instruments, IAS 41 Agriculture and illustrative examples of IFRS 16 Leases) which
clarify the formulation or correct omissions or conflicts between the requirements of the IFRS
standards. There were no impacts on the Group Financial Statements as a result of these
changes.
4.2 International accounting standards and/or interpretations issued but not yet effective in
2022
As required by IAS 8 "Accounting standards, changes in accounting estimates and errors", the
new Standards or Interpretations already issued, but not yet entered into force or not yet
endorsed by the European Union as at 31 December 2022 and therefore not applicable, and
the foreseeable impacts on the consolidated financial statements.
None of these Standards and Interpretations has been adopted by the Group in advance.
• Amendments to IAS 1 - Presentation of financial statements - Classification of liabilities as
current or non-current
The amendments clarify the criteria that must be applied for the classification of liabilities as
current or non-current and specify that the classification of a liability is not influenced by the
probability that the settlement of the liability will be postponed by twelve months following
the reference year. The Group's intention to liquidate in the short term has no impact on the
classification. These amendments, whose entry into force is scheduled for 1 January 2023,
have not yet been endorsed by the European Union. No impacts are expected on the
classification of financial liabilities as a result of these changes.
• Amendments to IAS 1 - Presentation of Financial Statements and IFRS Practice Statement
2: Disclosure on Accounting Standards
These amendments provide guidance for applying materiality judgments to accounting policy
disclosures so that they are more useful; in particular:
- the obligation to indicate the "significant" accounting principles has been replaced
with the obligation to indicate the "significant" ones;
- guidance has been added on how to apply the concept of materiality to disclosures on
accounting standards.
In assessing the relevance of disclosures about accounting standards, entities must consider
both the size of the transactions, other events or conditions and their nature.
These amendments, approved by the European Union, will enter into force on 1 January 2023.
No impacts are expected on the disclosures of the Group Financial Statements as a result of
these amendments.
• Amendments to IAS 8 - Accounting Standards, Changes in Accounting Estimates and Errors
These amendments introduce a new definition of “accounting estimates,” more clearly
distinguishing them from accounting policies, and provide guidance for determining whether
changes should be treated as changes in estimates, changes in accounting policies, or errors.
These amendments, endorsed by the European Union, will enter into force on 1 January 2023.
No impacts are expected on the Group Financial Statements as a result of these amendments.
• Amendments to IAS 12 Income taxes – deferred tax assets and liabilities deriving from a
single transaction
These amendments eliminate the possibility of not recognizing deferred taxes upon initial
recognition of transactions that give rise to taxable and deductible temporary differences (eg
leasing contracts).
With reference to leasing contracts, these amendments also clarify that, when lease payments
are deductible for tax purposes, it is a matter of judgment (after considering the applicable tax
law) whether such deductions are attributable for tax purposes to the liability for leasing
recorded in the balance sheet or the related right of use. If the tax deductions are attributed
to the right of use, the taxable amounts of the right of use and the lease liability are equal to
their carrying amounts, and no temporary differences arise at initial recognition. However, if
the tax deductions are attributed to the lease liability, the tax values of the right of use and the
69 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
69 |
lease liability are nil, giving rise to taxable and deductible temporary differences, respectively.
Even if the gross temporary differences are equal, a deferred tax liability and deferred tax asset
must still be recognised.
These amendments, endorsed by the European Union, will enter into force on 1 January 2023.
No impacts are expected on the Group Financial Statements as a result of these amendments.
• Amendments to IAS 1 - Presentation of financial statements - non-current liabilities with
covenants
These amendments specify that the covenants to be respected after the reporting date do not
affect the classification of the debt as current or non-current at the reporting date. The
amendments instead require the company to provide information on these covenants in the
notes to the financial statements.
These amendments, which will enter into force on 1 January 2024, have not yet been endorsed
by the European Union. No impacts are expected on the classification of financial liabilities and
in terms of disclosure following these changes.
• Amendments to IFRS 16 Leases: Lease liabilities in a sale and leaseback transaction
These amendments specify the requirements for accounting for a sale and a leaseback after
the date of the transaction.
In particular, in the subsequent measurement of the liability deriving from the leasing contract,
the seller-lessee determines the "lease payments" and the "revised leasing payments" in such
a way as not to recognize gains or losses that refer to the right of use maintained .
These amendments, which will enter into force on 1 January 2024, have not yet been endorsed
by the European Union. No impacts are expected on the Group Financial Statements as a result
of these changes
Notes
5. Intangible fixed assets
Intangible fixed assets refer almost entirely to the trademarks owned by the Group. The
changes are shown below:
€thousand
INTANGIBLE FIXED ASSETS
Net carrying amount
increases from
Net carrying amount 01.01.2022 increases decreases amortizations reclassification
business
31.12.2022
combination
Trademarks & patents 30.319 60 - (193) - 2.242 32.428
Software 1.753 1.100 - (1.009) 24 3 1.871
Set-up costs - 13 - (3) - - 10
Other intangibles assets 3.696 2.232 - (1.735) 172 102 4.467
Intangible assets under construction and advances 216 225 - - (196) - 245
Net carrying amount intangible assets 35.983 3.630 - (2.939) - 2.347 39.021
The item “Trademarks and patents” indicated consists of the trademark Giordano Vini,
consisting of the value resulting from the merger of Ferdinando Giordano S.p.A. into Giordano
Vini S.p.A. (formerly Alpha S.r.l.) carried out in previous years. Also included are the trademarks
owned by Provinco Italia S.p.A., amounting to €8,586 thousand, valued at the time of allocation
of the purchase price in accordance with IFRS 3.
These trademarks are identified as having an indefinite useful life and, consequently, are not
amortized but tested for impairment annually, as is the case for goodwill. The carrying amount
is unchanged from that of the Consolidated Annual Financial Report at 31 December 2020 in
line with that used for the purposes of goodwill, for which reference should be made to the
next paragraph.
The increases for 2022 relate to:
(i) for Euro 3,216 for the development of the following computerization processes which
concerned the company Giordano Vini S.p.A.:
- website implementation activities and launch of operations in new countries (UK,
Austria and France also through the Svinando platform)
- development of the customer base through targeted acquisition through successful
marketing campaigns (“CPA”);
- SW development
(ii) Euro 398 thousand to Enoitalia SpA aimed at introducing a new ERP and strengthening
cybersecurity
71 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
71 |
6. Goodwill
The total goodwill - equal to Euro 214,743 thousand - derives from the following business
combinations: Provinco Italia S.p.A. for Euro 11,289 thousand; Giordano wines S.p.A. for Euro
43,719 thousand; Pro.Di.Ve. S.r.l. for Euro 447 thousand; Raphael Dal Bo AG for Euro 12,854;
Enoitalia SpA for Euro 112,776 thousand, Enovation Brans Inc for Euro 17,061 thousand and
Barbanera Srl and Fossalto srl for a total of Euro 16,597 thousand
At December 31, 2022, goodwill and intangible assets with an indefinite useful life were
subjected to an impairment test, which consists of estimating the recoverable value of the
CGUs, that for IWB are subsidiaries controlled entities, and comparing them it with the net
book value of the related assets, including goodwill.
The value in use corresponds to the present value of future cash flows that are expected to
be associated with the assets subject to impairment, using a rate that reflects the specific
risks of the individual CGUs at the valuation date.The key assumptions used by management
are the estimate of future increases in sales, operating cash flows, the growth rate of terminal
values and the weighted average cost of capital (discount rate).
At 31 December 2022, the recoverable value of the cash-generating unit was subjected to
impairment tests in order to verify the existence of any losses in value, by comparing the book
value of the unit (including goodwill , intangible assets with a finite useful life and other net
operating assets) and the value in use, or the present value of the expected future cash flows
that are supposed to derive from the continuous use and possible disposal of the same at the
end of its life useful.
The value in use was determined by discounting the cash flows in line with the economic and
financial forecasts prepared by the companies. In order to determine the value in use of the
CGU, the discounted cash flows of the 5 years of explicit projection for the company Enoitalia
S.p.A. and 3 years for the other companies of the group are considered added to a terminal
value, “valuated” through the discounting perpetuity method.
These is plans wereas drawn up both by reflecting the past experience of the companies and
by appropriately evaluating the current economic situation. The assumptions made in
forecasting cash flows in the explicit projection period were made on prudential assumptions.
• The discount rate (WACC, weighted average cost of capital) applied to forecast cash flows
is 7% post tax, calculated taking into consideration the sector in which the company operates,
the fully operational debt structure and the current economic situation and 6,8% for
Enovation Brands Inc
• For the cash flows relating to the years subsequent to the explicit projection period, a rate
of 2
Consistently with the requirements of IAS 36, the Group carried out a sensitivity analysis to
verify whether a reasonably possible change in a basic assumption on which the Management
based the determination of the recoverable value of the CGU, could cause the carrying
amount of the CGU itself exceeds the recoverable value.
At December 31, 2022, there were no losses in value between the book value and the relative
value in use (determined according to the Discounted Cash Flow method).
7. Land, property, plant and equipment
The change in tangible fixed assets is shown below:
€thousand
PROPERTY, PLANT AND EQUIPMENT
Gross Value
increases from
reclassification/oth
Hystorical costs
01.01.2022 increases decreases
business
31.12.2022
er changes
combination
Land and buildings
37.843 4.367 - (2.017) 5 40.198
Plant and equipments
54.434 565 (131) (207) 724 55.385
Equipment
19.981 263 - 1 1.333 21.579
Other
7.797 64 (459) 13 322 7.736
Tangible assets under construction and advances
23 1.084 - (17) 11 1.101
Right of use assets
20.353 - (5) (992) 10.531 29.887
Total hystorical costs
140.430 6.343 (595) (3.219) 12.926 155.885
PROPERTY, PLANT AND EQUIPMENT
Accumulated depreciation
increases from
Accumulated depreciation
01.01.2022 amortizations decreases other changes
business
31.12.2022
combination
Land and buildings
(12.258) (761) - 1.622 (3) (11.399)
Plant and equipments
(36.852) (2.581) 89 207 (628) (39.766)
Equipment
(13.718) (812) - - (995) (15.525)
Other
(7.125) (255) 455 (9) (243) (7.176)
Tangible assets under construction and advances
- 0 - - - 0
Right of use assets
(6.311) (2.318) 5 621 (4.175) (12.178)
total accumulated depretiation
(76.265) (6.727) 549 2.442 (6.044) (86.046)
PROPERTY, PLANT AND EQUIPMENT
Net Value
Net Value 01.01.2022 increases decreases amortizations other changes 31.12.2022
Land and buildings
25.585 4.367 - (761) (393) 28.798
Plant and equipments
17.581 565 (42) (2.581) 96 15.618
Equipment
6.264 263 - (812) 339 6.054
Other
671 64 (4) (255) 84 560
Tangible assets under construction and advances
23 1.084 - 0 (6) 1.101
Right of use assets
14.042 - - (2.318) 5.985 17.709
Total Net Value
64.166 6.343 (46) (6.727) 6.105 69.840
The most significant increase from the point of view of actual acquisitions concern the
items:
- Land and buildings: as a result of the acquisition of the property in Montebello,
headquarters of the production plants following the acquisition and subsequent merger of
Garzan srl
- Plant and machinery - main investments in Enoitalia for: automation and digitization of
the bottling line (Euro 389 thousand), and of the cellars (Euro 165 thousand)
- Equipment - for investments relating to autoclaves (Euro 162 thousand);
- Assets in progress and advances relating to: new layout of the F3 bottling line (Euro
312 thousand) and photovoltaic system (Euro 428 thousand); new cellar layout and label
detectors in Giordano (Euro 204 thousand)
8. Equity investments
Equity investments, almost entirely attributable to the company Giordano Vini S.p.A., are
detailed as follows:
Amounts in Euro
Country
31.12.2022 31.12.2021
Other companies
BCC di Alba e Roero Italy 258 258
Consorzio Conai Italy 675 675
Unione Italiana Vini Scarl Italy 516 516
Consorzio Natura è Puglia Italy 500 500
Consorzio Granda Energia Italy 517 517
Banca Alpi Marittime C.C. Carrù Scpa Italy 293 293
Garzan Italy 100
Banca Valdichiana Italia 1.100 -
Banca Tema Italia 1.250 -
Total 5.109 2.859
9. Other non current activities
They refer for Euro 178 thousand to the receivable for IRAP in relation to the cost of labor
pursuant to decree law no. 201 of 2011 and Euro 251 in security deposits.
73 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
73 |
10. Deferred Taxes
Deferred tax assets and liabilities arise from the following temporary differences:
Amounts at 31 december 2022
Euro thousand
Description Tax base Tax rate Balance
Tangible and intangible fixed assets
376 27,90% 105
Provision for risks and charges
154 24,00% 37
Provisions for returs and inventory write down
1.381 27,90% 385
Provision for bads debts
2.827 24,00% 678
Remuneration of directors
500 24,00% 120
Exchange rate adjustment
310 24,00% 74
Provision for pensions
456 27,90% 127
Others
154 24,00% 37
Total Deferred tax assets 1.564
Description
Business combination/Goodwill
25.708 27,90% 7.173
Tangible and intangible fixed assets
8.109 27,90% 2.262
Total Provision for deferred taxes 9.435
75 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
75 |
Amounts at 31 december 2021
Euro thousand
Description Tax base Tax rate Balance
Tangible and intangible fixed assets
- 27,90% -
Provision for risks and charges
100 24,00% 24
Provisions for returs and inventory write down
1.287 27,90% 359
Non-deductible interest expences
- 24,00% -
Non capitalisable long term charges for IFRS
purposes
140 27,90% 39
Provision for bads debts
3.738 24,00% 897
Remuneration of directors
536 24,00% 129
Exchange rate adjustment
- 24,00% -
Provision for pensions
132 27,90% 37
Others
129 24,00% 31
Total Deferred tax assets 1.516
Description
Business combination/Goodwill
8.584 27,90% 2.395
Tangible and intangible fixed assets
26.710 27,90% 7.452
Exchange rate adjustment
158 24,00% 38
Others
338 24,00% 81
Total Provision for deferred taxes 9.966
11. Inventories
The inventories are detailed below:
€thousand
31.12.2022 31.12.2021
Raw materials and consumables 10.105 8.192
Semi- finished products 57.904 43.743
Finished products 29.963 24.342
Advances 4.843 1.631
Total 102.815 77.908
Items include:
- components for the production of bottles (glass, caps and labels), packaging, wine
products (raw materials);
- food, bulk and bottled wine, liqueurs (semi-finished products);
- packaging and gadgets (finished products).
The increase compared to 2022 is determined by the entry into the scope of consolidation
respectively of Barbanera S.r.l. whose inventories amount to Euro 20,690 thousand and
Enovation Brands Inc whose inventories amount to Euro 1,243 thousand.
Compared to the values as at 31 December 2022, there was also an increase of Euro 5,091
thousand in the inventories of Enoitalia SpA which, having integrated the sparkling wine
activity upstream, increased the days of rotation of the warehouse. This increase is partially
offset by Giordano S.p.A which reduced its inventories by Euro 4,193 thousand thanks to an
improvement in production planning.
The book value of inventories is shown net of a bad debt provision of 1,422 thousand, the
movements in which during the period are shown below:
€thousand
Provision at 01.01.2022 1.615
Provisions 41
Increase from business combination 186
Amount used (420)
Provision at the end of the period 1.422
The uses refer mainly to the disposal of food products that have reached their expiry date and
platforms.
12.Trade receivables
Trade receivables at 31 December 2021 and 31 December 2022 are detailed below:
€thousand
31.12.2022 31.12.2021
Trade receivables 65.416 72.482
Provision for writedown (3.816) (4.338)
Total 61.599 68.144
77 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
77 |
During 2022, the provision for bad debts changed as follows:
€thousand
31.12.2022
Provision at 01.01.2022 4.338
Provisions 955
Increase from business combination 55
Amount used (1.532)
Provision at the end of the period 3.816
Provisions were made based on the estimated realizable value of the receivables, also in light
of the possible risks of total or partial non-recoverability thereof and according to economic
and statistical criteria, in compliance with the principle of prudence. In addition, the provisions
are deducted from the total of the item on a lump-sum and indistinct basis.
Specifically, the criterion adopted for the write-down of receivables relating to the “Distance
Selling Division” is based on an analysis of the "stage of credit reminder"; the variables of this
analysis is the reminder time after the receivable has become due and the percentage of
reduction linked to each geographical area based on the statistical analysis of the probability
of recovering the amount.
The receivables of the Wholesales and Ho.re.ca divisions are covered by insurance.
There are no receivables with a contractual duration of more than 5 years.
13 Other current assets
Other assets at 31 December 2021 and 31 December 2022 are detailed in the following table:
€thousand
31.12.2022 31.12.2021
Receivables from distributors for cash on delivery 0 178
Security deposits 453 435
Others 4.691 1.150
Advances to suppliers 371 301
Accruals and prepayments 568 332
Total 6.083 2.396
La voce altri include principalmente crediti vs factor (Enoitalia) pari a euro 4.600 migliaia.
14 Current tax assets
Tax receivables at 31 December 2021 and 31 december 2022 are detailed in the following
table:
€thousand
31.12.2022 31.12.2021
VAT receivables 1.620 4.999
IRAP receivables 0 0
IRES receivables 0 0
Tax Credit 1.814 2.393
Others 60 11
Total 3.493 7.402
The decrease in VAT credits is mainly related to the company Giordano Vini which during the
year optimized the use of the credit with a more targeted management of declarations of
intent.
79 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
79 |
With effect from 2016, the Parent Company (together with the subsidiaries Giordano Vini
S.p.A. and Provinco Italia S.p.A.) opted for the national IRES tax consolidation regime, the
effects of which are also reported in the income statement and balance sheet as at 31
December 2022.
Participation in the tax consolidation is governed by a specific regulation which is in force for
the entire period of validity of the option.
The economic relations of the tax consolidation, in summary, are defined as follows:
- in relation to years with a positive taxable income, the subsidiaries pay the Consolidating
Company the higher tax owed to the Treasury;
- consolidated companies with negative taxable income receive compensation from the Parent
Company corresponding to 100% of the tax savings achieved at Group level accounted for on
an accruals basis. On the other hand, the compensation is paid only when it is actually used by
the Parent Company, for itself and/or for other Group companies;
- in the event that the Parent Company and the subsidiaries do not renew the option for the
national consolidation, or in the event that the requirements for the continuation of the
national consolidation cease to exist before the completion of the three-year period of validity
of the option, the tax losses reportables resulting from the declaration are attributed to the
consolidating company or body.
Enoitalia SpA will become part of the Group consolidation starting from the tax return as at 31
December 2022
15. Cash and cash equivalents
A breakdown of cash and cash equivalents at 31 december 2021 and 31 december 2022 is
provided in the table below:
€thousand
31.12.2022 31.12.2021
Bank deposits 59.779 56.341
Postal deposits 1.229 2.318
Cheques 18 412
Cash 23 32
Total 61.049 59.103
137 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
137 |
14. Cash
Cash and cash equivalents at 31 December 2022 and 31 December 2021 are detailed as per
the following table:
15. Net Equity
The company's net equity is made up as follows:
Share capital
The share capital of Italian Wine Brands is equal to €1.124.468,80 divided into 9.459.983
ordinary shares, all without indication of the nominal value.
• The Extraordinary Shareholders' Meeting of Italian Wine Brands S.p.A. held in second
call on 16 December 2022, approved the new proposal to increase the share capital
€thousand
31.12.2022 31.12.2021
Bank deposits 3.887 11.365
Total 3.887 11.366
Amounts in EUR
31.12.2022 31.12.2021
Share capital 1.124.468 1.046.266
Legal reserve 209.253 175.971
Share premium reserve 136.137.072 109.899.034
Reserve for actuarial gains on defined benefit plans 5.070 (1.766)
Reserve for stock grants - 267.330
Reserve for the purchase of treasury shares (258.760) -
Prior profits/(losses) 27.537.536 19.099.708
Profit/(loss) of the period 9.444.454 9.779.891
Total reserves 173.074.624 139.220.168
Total shareholders’ equity 174.199.092 140.266.434
subscribed and paid up following the execution of the paid and inseparable share
capital increase, for a total amount of Euro 26,316,240, 00 (of which Euro 78,203.00
as capital and Euro 26,238,037.00 as share premium) through the issue of a total of
no. 657,906 new ordinary shares of the Company (ISIN: IT0005075764), with no par
value, at the unit subscription price of Euro 40.00 (including share premium), with the
exclusion of the option right pursuant to art. 2441, paragraph 5 of the Civil Code,
reserved for subscription to Holding Marco Barbanera S.r.l. (“HMB”) and Holding Paolo
Barbanera S.r.l. (“HPB”).
The Reserved Capital Increase is part of the IWB investment transaction announced on
22 November 2022 and completed on 22 December 2022, which provided for: (i) the
acquisition by the Company of the entire share capital of Barbanera S.r.l.
(“Blackbeard”) and Fossalto S.r.l. ("Fossalto", together with Barbanera the "Target"),
(ii) the reinvestment of HPB and HMB, shareholders of the Targets, in the share capital
of IWB through the subscription and payment in cash, also through compensation, of
the Capital Increase Reserved.
The certification of successful execution of the Reserved Capital Increase pursuant to
art. 2444 of the Civil Code was filed with the Milan Monza Brianza Lodi Company
Register on 22 December 2022.
Reserves
The share premium reserve was generated as a result of listing that took place in 2015 and
increased as explained in previous paragraph
The reserve for defined-benefit plans is generated by the actuarial profits/(losses) deriving
from the valuation of the accrued termination benefits in accordance with IAS 19.
Other reserves include €3,112 thousand in the reserve for transactions "under common
control" generated by the first consolidation of the company Giordano Vini S.p.A. during the
first half of 2015, net of a negative reserve of €498 thousand generated by the direct
recognition in equity, in accordance with IAS 32, of the expenses incurred by the parent
company in relation to the aforementioned capital transactions net of the related deferred
taxes.
At 31 December 2022 the Parent Company held 10.681 ordinary shares, representing 0.11%
of the ordinary share capital in circulation.
On 23 March 2023, the company's Board of Directors resolved to propose to the Shareholders'
Meeting the allocation of the profit for the year of Euro 9,444,454, as follows:
• to the shareholders a unit dividend of Euro 0.10 for each entitled share for a maximum
total of Euro 944,930.20;
• for the difference to the retained earnings account.
139 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
139 |
16. Financial liabilities
The situation as at 31 December 2022 is as follows:
The bank debt as of December 31, 2022 consists of the following loans:
• Senior, non-convertible, non-subordinated and unsecured bond loan of Euro 130 million
issued by Italian Wine Brands S.p.A. on 13 May 2021 with a duration of 6 years (maturity 13
May 2027), bullet repayment, annual fixed rate of 2.50%, annual interest. The bond loan is
€thousand
31.12.2021
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Bond - - 130.795 130.795
Short-term unsecured loans - - - -
Revolving loans - - - -
Other loans in addition to e.g. unsecured loans
- - - -
Financial accrued expenses and charges to be settled
25 - - 25
Total Banks 25 - - 25
Payables to factoring companies - - - -
Deferred price acquisitions - - - -
Other financial loans - - - -
Total other lenders - - - -
Total 25 - 130.795 130.820
€thousand
31.12.2022
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Bond - - 131.018 131.018
Short-term unsecured loans - - - -
Revolving loans - - - -
Other loans in addition to e.g. unsecured loans
8.000 - - 8.000
Financial accrued expenses and charges to be settled
19 - - 19
Total Banks 8.019 - - 8.019
Payables to factoring companies - - - -
Deferred price acquisitions - 7.621 - 7.621
Other financial loans - - - -
Total other lenders - 7.621 - 7.621
Total 8.019 7.621 131.018 146.659
listed on the MOT market managed by Borsa Italiana and on the Irish Stock Exchange managed
by Euronext Dublin.
• "Revolving" medium-term loan signed on 30 July 2021 and having the Group companies as
beneficiaries at the signing date. As at 31 December 2022, Euro 8 million of the loan was used
by IWB S.p.A and Euro 7 million by the subsidiary Giordano Vini S.p.A. . The loans have a
quarterly maturity and a rate equal to the 3-month Euribor (zero floor) increased by a spread
of 1.1%. Maximum duration 36 months
• The Price The deferred price for the acquisition of Enovation Brands Inc. refers to the
unconditional consideration to be paid to the sellers and for which a deferred payment has
been agreed respectively equal to (i) USD 3.3 million no later than on January 10, 2023 (ii) USD
3.3 million no later than January 10, 2024 (iii) USD 1.4 million no later than May 1, 2024. The
debt is reduced by USD 927 thousand in consideration of the repayment envisaged pursuant
to article 8 of the loan agreement as a result of the fraud that emerged in the company's
accounts during the preparatory activities for the preparation of the consolidated financial
statements. For more details, see paragraph 2.2 Significant events after the end of the financial
year
• The earn out of a total of Euro 1,000,000.00 to be paid pro rata to Holding Marco Barbanera
and Holding Paolo Barbanera in the first half of 2024 in the presence of an increase in average
Ebitda for the two-year period 2022-2023 compared to 2021 for the company Barbanera S.r.l.
and Fossalto S.r.l.
Financial payables are recorded in the balance sheet at the value resulting from the application
of the amortized cost, determined as the initial fair value of the liabilities net of the costs
incurred to obtain the loans, increased by the cumulative amortization of the difference
between the initial value and the maturity, calculated using the effective interest rate where
the application of the amortized cost method is not relevant with respect to the nominal value
The aforesaid loan agreements present similar and standard clauses for this type of
transaction, such as, for example: (i) provision of a financial covenant (calculation envisaged at
the Italian Wine Brands Group level) based on the performance of certain financial parameters
at consolidated Group level; (ii) information obligations in relation to the occurrence of
significant events for the Company, as well as corporate information; (iii) commitments and
obligations, usual for financing transactions of this type, such as, by way of example, limits on
the assumption of financial debt and the sale of one's assets, prohibition on distributing
dividends or reserves where certain financial parameters are not respected.
141 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
141 |
17. Termination benefits
Defined contribution plans
In the case of defined contribution plans, the Company pays contributions to public or private
insurance institutions on the basis of a legal or contractual obligation, or on a voluntary basis.
By paying the contributions, the Group fulfils all its obligations.
Payables for contributions to be paid at the reporting date are included in the item "Other
current liabilities"; the cost pertaining to the period accrues on the basis of the service
rendered by the employee and is recorded in the item "Personnel costs" in the area of
belonging.
Defined benefit plans
Employee benefit plans, which can be classified as defined benefit plans, are represented by
the termination benefits (TFR); the liability is instead determined on an actuarial basis using
the "projected unit credit" method. Actuarial gains and losses determined in the calculation of
these items are shown in a specific equity reserve. The changes in the liability for termination
benefits at 31 December 2022 are shown below:
The component "allocation of costs for employee benefits" and "contribution/benefits paid"
are recorded in profit or loss under the item "Personnel costs" in the area to which they refer.
The component "financial income/(expenses)" is recognized in profit or loss under "Financial
income/(expenses)", while the component "actuarial income/(expenses)" is recognized under
other comprehensive income and transferred to a Shareholders' equity reserve called "Reserve
for defined benefit plans".
€thousand
31.12.2022 31.12.2021
Provision at 01.01. 37 24
Provisions 12 13
Benefits paid out in period
0 0
Actuarial (gains)/losses
(7) 0
Financial costs (0) 0
Provision at the end of the period 43 37
At 31 December2021 the main actuarial assumptions used at the end of 2020 have been
confirmed as follows:
19. Trade payables
This item includes all trade payables which have the following geographical distribution:
20. Other current liabilities
The Other liabilities are made up as follows:
Actuarial assumptions
31.12.2022 31.12.2021
Discount rate 3,01% (0,25%)
Inflation rate 4,53% 2,28%
Expected average turnover 8,87% 8,98%
€thousand
31.12.2022 31.12.2021
Suppliers Italy 317 210
Suppliers Foreign markets 1 1
Total 319 211
€thousand
31.12.2022 31.12.2021
Employees 259 407
Social security institutions 127 63
Directors 0 598
Accruals and deferred income 0 0
Others 15 6
Total 400 1.074
143 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
143 |
21. Revenues from sales and other revenues
Revenues from sales relate to services rendered to subsidiaries and regulated by contracts
22. Purchase costs
The costs for purchases refer to office materials.
23. Services
The costs for services at 31 December 2022, compared with those of the previous year, are
detailed below:
The fees to directors, statutory auditors and the control body are detailed as follows
€thousand
31.12.2022 31.12.2021
Services from third parties 103 116
Fees and rents 182 157
Consulting 402 328
Advertising costs 4 16
Utilities 8 9
Remuneration of Directors, Statutory Auditors and Supervisory Body
320 1.083
Maintenance 3 0
Other costs for services 105 64
Total 1.128 1.773
€thousand
31.12.2022 31.12.2021
Directors 276 1.039
Statutory auditors 44 44
Total 320 1.083
24. Personnel cost
Personnel costs at 31 December 2022, compared with those of the previous year, are detailed
below:
The following table shows the number of employees
25. Other operating costs
The item Other operative costs amounts to euro 115 thousands (euro 213 thousands in 2021)
€thousand
31.12.2022 31.12.2021
Wages and salaries 781 525
Social security charges 315 175
Termination benefits 39 28
Stock grant 0 289
Other costs 10 0
Total 1.145 1.017
At Average no At Average no
31.12.2022 31.12.2022 31.12.2021 31.12.2021
Executives 5 5 4 3
Middle managers 2 2 2 1
Employee 1 0 - -
Total 8 7 6 4
145 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
145 |
26. Financial income and charges
Financial income and expenses are detailed in the following tables:
In detail, interest on financial liabilities includes:
• interest expense on medium / long-term loans;
• commissions and bank charges including those for sureties.
€thousand
31.12.2022 31.12.2021
On current accounts 848 514
Dividends 12.180 12.402
Exchange rate gain/(loss) 10 0
Others 1 0
Total 13.038 12.917
€thousand
31.12.2022 31.12.2021
Bond interests (3.473) (2.205)
Loans (5) 0
Right-of-use liabilities (5) (7)
Bank fees and charges (14) (3)
Exchange rate gain/(loss) (132) 0
Others (5) (158)
Total (3.634) (2.373)
27. Taxes
Taxes at 31 December 2022, compared with those of the previous year, are detailed below:
28. Transactions with related parties
The transactions carried out fall within normal business management, within the typical
activity of each interested party, and are regulated under standard conditions.
In summary it should be noted:
(i) a commercial lease contract entered into on 1 February 2012 between Provinco
Italia S.p.A. and Provinco S.r.l. pursuant to which Provinco S.r.l. leased to Provinco
Italia S.p.A. the property located in Rovereto (TN) – Via per Marco, 12/b; the lease
has a term of six years (until 31 January 2018) with tacit renewal for the same
period unless canceled 12 months before expiry; the agreed fee is equal to Euro
60 thousand per year plus VAT.
(ii) a service contract with Electa SpA concerning support for investor relations
activities for an amount of €40 thousand on an annual basis
€thousand
31.12.2022 31.12.2021
IRES 860 928
IRAP 0 0
Taxes for prior periods (19) 58
Total current taxes 842 986
Prepaid taxes (53) 0
Deferred taxes 0 0
Total deferred taxes (53) 0
Total 788 986
147 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
147 |
The relationships described above are governed by conditions in line with those of
the market.
It should also be noted that, as detailed in the paragraph Significant events of the year for the
acquisition of 55% of Enovation Inc the Company's Board of Directors approved the transaction
subject to the favourable opinion issued by the Company's Independent Director, Antonella
Lillo, regarding the signing of the sale and purchase agreement with Norina, as well as on the
appropriateness and fairness of the related conditions. This opinion was issued because Norina
is a “related party” of the Company as it belongs to the four family branches of the Pizzolo
family, including the Vice Chairman of IWB, Giorgio Pizzolo, and the director of IWB, Marta
Pizzolo. It should be noted that the sale and purchase of the Norina Shareholding qualifies as
a related-party transaction of “less importance” pursuant to the “Procedure for transaction
with related party” adopted by the Company and the Regulation approved by Consob with
resolution No. 17221/2010.
29. Atypical and unusual transactions
Pursuant to Consob communication no. DEM/6064293 of 28 July 2006, during the period the
Group did not carry out atypical or unusual transactions, as defined by the communication
itself, according to which atypical and/or unusual transactions are those that, due to their
significance/relevance, the nature of the counterparties, the object of the transaction, the
method of determining the transfer price and the timing of the event, may give rise to doubts
regarding: the correctness/completeness of the information in the financial statements, the
conflict of interest, the safeguard of the company's assets, the protection of non-controlling
interests.
*****
For the Board of Directors
The Chairman and Chief Executive Officer
Alessandro Mutinelli
18 Termination benefits
Defined contribution plans
In the case of defined contribution plans, the Company pays contributions to public or private
insurance institutions on the basis of a legal or contractual obligation, or on a voluntary basis.
By paying the contributions, the Group fulfils all its obligations.
Payables for contributions to be paid at the reporting date are included in the item "Other
current liabilities"; the cost pertaining to the period accrues on the basis of the service
rendered by the employee and is recorded in the item "Personnel costs" in the area of
belonging.
Defined benefit plans
Employee benefit plans, which can be classified as defined benefit plans, are represented by
the termination benefits (TFR); the liability is instead determined on an actuarial basis using
the "projected unit credit" method. Actuarial gains and losses determined in the calculation of
these items are shown in a specific equity reserve. The changes in the liability for termination
benefits at 31 December 2022 are shown below:
€thousand
31.12.2022 31.12.2021
Provision at 01.01. 1.212 621
Provisions 91 186
Increases from business combinations 427 436
Increases from transactions “under common control”
0 0
Advances paid during the period
0 0
Benefits paid out in period
(227) (41)
Actuarial (gains)/losses
(55) 11
Financial costs (4) (2)
Provision at the end of the period 1.444 1.212
The component "allocation of costs for employee benefits" and "contribution/benefits paid"
are recorded in profit or loss under the item "Personnel costs" in the area to which they refer.
The component "financial income/(expenses)" is recognized in profit or loss under "Financial
income/(expenses)", while the component "actuarial income/(expenses)" is recognized under
89 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
89 |
other comprehensive income and transferred to a Shareholders' equity reserve called "Reserve
for defined benefit plans".
At 31 December2022 the main actuarial assumptions used at the end of 2021 have been
confirmed as follows:
Actuarial assumptions
31.12.2022 31.12.2021
Discount rate 3,01% (0,25%)
Inflation rate 4,53% 2,28%
Expected average turnover 8,87% 8,98%
19. Provision for risks and charges
During the period the item changed as follow:
€thousand
31.12.2021
Non- current Current Total
Provision at 01.01.2021 260 0 260
Provisions 0 0 0
Increase by business combination 100 0 100
Releases 0 0 0
Amounts used (26) 0 (26)
Provision at the end of the period 334 0 334
€thousand
31.12.2022
Non- current Current Total
Provision at 01.01.2022 334 0 334
Provisions 54 0 54
Increase by business combination 8 0 8
Releases 0 0 0
Amounts used (108) 0 (108)
Provision at the end of the period 288 0 288
Non-current liabilities mainly include:
• a provision of Euro 126 thousand relating to potential liabilities relating to the supplementary
indemnity of agents set aside by Provinco Italia S.p.A. determined taking into account the
collective economic agreements and the maximum limit of art. 1751 of the Civil Code.
• A provision of Euro 154 thousand for a lawsuit against a former "agent" set aside by Enoitalia
S.p.A.
20. Trade Payables
This item includes all trade payables which have the following geographical distribution:
€thousand
31.12.2022 31.12.2021
Suppliers Italy 129.563 134.476
Suppliers Foreign markets 7.154 2.891
Total 136.717 137.367
21. Other current liabilities
Other liabilies are made as follow:
€thousand
31.12.2022 31.12.2021
Employees 3.608 3.789
Social security institutions 1.377 1.059
Directors 52 976
Accruals and deferred income 3.175 3.078
Others 727 605
Total 8.938 9.508
91 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
91 |
Payables to employees mainly include salaries for the month of December 2022 paid in January
2023 and deferred fees for holidays and public holidays accrued and not yet used.
The item deferred income mainly consists of the portion pertaining to future years of plant
grants obtained for Industry 4.0 projects and tax credits pertaining to Enoitalia.
The item Other includes: advances from customers for Euro 374 miles; payables to the board
of statutory auditors for Euro 54 thousand and Euro 203 thousand relating to ongoing disputes.
22. Current Tax liabilities
The item is made as follow:
€thousand
31.12.2022 31.12.2021
VAT 2.133 1.815
IRES 385 (767)
IRPEF withholding tax 770 650
IRAP (241) (338)
Excise duties 6 (27)
Other taxes (143) (1)
Total 2.910 1.332
23. Revenues from sales and other revenues
Revenues from sales and other revenues and income as at 31 December 2022, compared with
those of the two previous periods, are detailed below:
€thousand
31.12.2022 31.12.2021 31.12.2020 ∆ % 21/22 Cagr 20/22
Revenues from sales - Italy 70.625 57.597 39.539 (2,86%) 36,36%
Revenues from sales - Foreign markets 318.593 254.719 164.080 6,92% 47,16%
UK 95.365 66.447 24.254 0,03% 101,09%
Germany 56.399 51.863 41.961 12,41% 28,43%
Switzerland 42.039 48.154 48.814 (12,32%) (6,11%)
US 29.216 10.430 1.561 74,30% 363,69%
Austria 16.415 17.764 18.493 (7,31%) (5,46%)
France 13.888 9.020 5.760 6,75% 56,76%
Poland 7.486 6.040 1.086 17,03% 218,59%
Netherlands 5.643 6.597 1.709 (14,58%) 122,62%
Denmark 7.139 6.004 5.020 11,81% 29,55%
Belgium 7.657 9.190 6.641 (19,08%) 10,46%
Canada 5.818 2.446 877 43,92% 176,41%
Ireland 5.480 4.512 1.516 (12,92%) 98,30%
Sweden 1.814 1.681 1.586 26,44% 34,22%
China 1.336 1.225 882 58,52% 70,39%
Hungary 1.732 1.666 1.544 (3,30%) 8,19%
Other countries 21.167 11.681 2.378 29,80% 223,62%
Other Revenues 1.436 910 692 57,77% 44,03%
Total Revenues from sales 390.654 313.227 204.311 5,23% 45,13%
24. Purchase costs
Purchase costs refer for Euro 38.6 million (Euro 56.5 million as at 31/12/2021) to Giordano Vini
S.p.A., for Euro 3.5 million to Pro.Di.Ve. S.r.l. (Euro 1.96 million at 12/31/2021), for Euro 68.5
million (Euro 69.97 million at 12/31/21) to Provinco Italia S.p.A, for Euro 6.5 million to Raphael
Dal Bo AG ( Euro 6.2 million as at 31/12/21) and for Euro 185.3 million to Enoitalia S.p.A. (Euro
96.6 million as at 31/12/21), for Euro 26.6 million to Barbanera Srl and for Euro 14.6 million to
Enovation Brands Inc.
93 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
93 |
25. Costs for services
The costs for services at 31 December 2022, compared with those of the previous year, are
detailed below: i:
€thousand
31.12.2022 31.12.2021 31.12.2020
Services from third parties 19.755 19.771 16.706
Transport 18.518 17.174 14.935
Postage expenses 3.921 4.119 4.007
Fees and rents 1.138 1.001 717
Consulting 2.175 2.118 1.443
Advertising costs 1.183 1.098 3
Utilities 5.582 1.681 824
Remuneration of Directors, Statutory Auditors and Supervisory Body
1.514 2.512 1.946
Maintenance 1.775 1.313 370
Costs for outsourcing 7.721 8.984 9.302
Commissions 1.599 898 141
Other costs for services 6.532 3.539 2.931
Total 71.414 64.208 53.325
The fees to directors, statutory auditors and the control body are detailed as follows:
€thousand
31.12.2022 31.12.2021
Directors 1.342 2.379
Statutory auditors 141 110
SB 31 23
Total 1.514 2.512
It should be noted that, during the 2022 financial year, the remuneration for the Independent
Auditors is divided as follows:
€thousand
Audit Consulting
Holding 39 0
Subsidiaries 101 8
Total 140 8
26. Personnel costs
Personnel costs at 31 December 2022, compared with those of the previous year, are detailed
below:
€thousand
31.12.2022 31.12.2021
Wages and salaries 14.897 9.760
Social security charges 4.284 3.012
Termination benefits 732 689
Stock grant 0 683
Administration cost 1.756 1.075
Other costs 114 71
Total 21.783 15.290
95 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
95 |
The following table shows the number of employees:
At Average no At Average no
31.12.2022 31.12.2022 31.12.2021 31.12.2021
Executives 8 8 6 6
Middle managers 23 23 21 21
Employee 202 205 174 161
Workers 140 144 127 128
Total 373 379 328 317
27. Other operating costs
The item "other operating costs" amounted to Euro 2,116 thousand compared to Euro 1,013
thousand as at 31/12/2021 and mainly includes: out-of-period expenses for Euro 1,185
thousand, and Euro 732 thousand relating to fraud against Enovation.28. Devaluation
The item essentially relates to the subsidiary Giordano Vini S.p.A. and relates to the write-
down of trade receivables accounted for in the period.
28. Devaluation
The item essentially relates to the subsidiary Giordano Vini S.p.A. and regards the write-down
of trade receivables recorded in the period.
29. Financial income and expences
Financial income and expenses are detailed in the following tables:
€thousand
31.12.2022 31.12.2021
On current accounts 22 4
Exchange rate gain/(loss) 1.494 585
Others 6 2
Total 1.522 591
€thousand
31.12.2022 31.12.2021
Bond interests (3.473) (2.205)
Loans (424) (306)
Right-of-use liabilities (381) (369)
Bank current accounts (142) (34)
Financial instruments 108 (24)
Factoring (321) (273)
Bank fees and charges (434) (412)
Exchange rate gain/(loss) (1.771) (339)
Others (202) (567)
Total (7.040) (4.529)
In detail, interest on loans include:
• interest expense on medium/long-term loans;
• interest expense on bank current accounts mainly relating to the use of the current account
overdraft with the various banks;
• realized exchange differences and period-end adjustments relating to foreign currency items;
• commissions and bank charges including those for sureties.
97 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
97 |
30. Taxes
The taxes at 31 December 2022, compared with those of the previous year, are detailed below:
€thousand
31.12.2022 31.12.2021
IRES (2.490) (4.122)
IRAP (471) (487)
Taxes for prior periods (224) 181
Total current taxes (3.185) (4.428)
Prepaid taxes 12 (83)
Deferred taxes 511 78
Total deferred taxes 523 (5)
Total (2.662) (4.433)
31. Agreements with Related parties
The operations carried out are part of normal business management, within the typical activity
of each interested party, and are regulated under standard conditions.
(i) a commercial lease agreement entered into on 1 February 2012 between Provinco
Italia S.p.A. and Provinco S.r.l. pursuant to which Provinco S.r.l. leased the property
located in Rovereto (TN) - Via per Marco, 12/b to Provinco Italia S.p.A.; the lease
is valid for six years (until 31 January 2018) with tacit renewal for the same period
unless notice of termination is given 12 months before expiry; the agreed rent is
equal to €60 thousand per year plus VAT.
(ii) a service contract with Electa SpA concerning support for investor relations activities for an
amount of €40 thousand on an annual basis
The relationships described above are governed by conditions in line with those of the market.
It should also be noted that, as detailed in the paragraph Significant events during the year for
the acquisition of 55% of Enovation Brands Inc. The Board of Directors of the Company
99 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
99 |
approved the transaction subject to the favorable opinion issued by the Independent Director
of the Company, . Antonella Lillo, (regarding the signing of the sales contract with Norina, as
well as the convenience and substantial correctness of the related conditions) as Norina is a
"related party" of the Company being attributable to the four family branches of the Pizzolo
family, including the Vice President of IWB, Dr. Giorgio Pizzolo, and the administrator of IWB,
Dr. Marta Pizzolo. It should be noted that the purchase and sale transaction of the Norina Stake
qualifies as a transaction with a related party "of lesser importance" pursuant to and for the
purposes of the "Procedure for transactions with related parties" adopted by the Company
and the Regulation approved with Consob resolution no. . 17221/2010
It should be remembered that the Parent Company IWB has adopted and follows the related
Related Parties Procedure in compliance with the general provisions of the Euronext Growth
Milan Issuers' Regulation.
32. Atypical and unusual transactions
Pursuant to Consob communication no. DEM/6064293 of 28 July 2006, during the period the
Group did not carry out atypical or unusual transactions, as defined by the communication
itself, according to which atypical and/or unusual transactions are those that, due to their
significance/relevance, the nature of the counterparties, the object of the transaction, the
method of determining the transfer price and the timing of the event, may give rise to doubts
regarding: the correctness/completeness of the information in the financial statements, the
conflict of interest, the safeguard of the company's assets, the protection of non-controlling
interests.
*****
For the Board of Directors
The Chairman and Chief Executive Officer
Alessandro Mutinelli
16 Shareholders' equity
The company's shareholders' equity is made up as follows:
Amounts in EUR
31.12.2022 31.12.2021
Share capital 1.124.468 1.046.266
Legal reserve 209.253 175.971
Share premium reserve 136.137.072 109.899.034
Reserve for actuarial gains on defined benefit plans (22.659) (77.633)
Reserve for stock grants 65.947 518.220
Reserve for translate 214.032 196.117
Reserve for the purchase of treasury shares (258.760) -
Other reserves 5.976.062 2.157.199
Prior profits/(losses) 38.992.842 31.502.135
Profit/(loss) of the period 11.242.499 14.537.077
Total reserves 192.556.287 158.908.120
Total Group shareholders’ equity 193.680.755 159.954.386
Shareholders’ equity of NCIs (366.135) -
Total shareholders’ equity 193.314.619 159.954.386
Share capital
The share capital of Italian Wine Brands is equal to €1.124.468,80 divided into 9.459.983
ordinary shares, all without indication of the nominal value (Basic earnings per share Euro
1.19).
• The Extraordinary Shareholders' Meeting of Italian Wine Brands S.p.A. held in second
call on 16 December 2022, approved the new proposal to increase the share capital
subscribed and paid up following the execution of the paid and inseparable share
capital increase, for a total amount of Euro 26,316,240, 00 (of which Euro 78,203.00
as capital and Euro 26,238,037.00 as share premium) through the issue of a total of
no. 657,906 new ordinary shares of the Company (ISIN: IT0005075764), with no par
value, at the unit subscription price of Euro 40.00 (including share premium), with the
exclusion of the option right pursuant to art. 2441, paragraph 5 of the Civil Code,
reserved for subscription to Holding Marco Barbanera S.r.l. (“HMB”) and Holding Paolo
Barbanera S.r.l. (“HPB”).
The Reserved Capital Increase is part of the IWB investment transaction announced on
22 November 2022 and completed on 22 December 2022, which provided for: (i) the
acquisition by the Company of the entire share capital of Barbanera S.r.l.
81 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
81 |
(“Blackbeard”) and Fossalto S.r.l. ("Fossalto", together with Barbanera the "Target"),
(ii) the reinvestment of HPB and HMB, shareholders of the Targets, in the share capital
of IWB through the subscription and payment in cash, also through compensation, of
the Capital Increase Reserved.
The certification of successful execution of the Reserved Capital Increase pursuant to
art. 2444 of the Civil Code was filed with the Milan Monza Brianza Lodi Company
Register on 22 December 2022.
Reserves
The share premium reserve was generated as a result of listing that took place in 2015 and
increased as explained in previous paragraph
The reserve for defined-benefit plans is generated by the actuarial profits/(losses) deriving
from the valuation of the accrued termination benefits in accordance with IAS 19.
Other reserves include €3,112 thousand in the reserve for transactions "under common
control" generated by the first consolidation of the company Giordano Vini S.p.A. during the
first half of 2015, net of a negative reserve of €498 thousand generated by the direct
recognition in equity, in accordance with IAS 32, of the expenses incurred by the parent
company in relation to the aforementioned capital transactions net of the related deferred
taxes.
Minority interests relate to minority interests in Enovation Brands Inc held by Giovanni Pecora
(10%) and Alberto Pecora (5%) respectively.
At 31 December 2022 the Parent Company held 10.681 ordinary shares, representing 0.11%
of the ordinary share capital in circulation.
The reconciliation schedule between the shareholders' equity and the result of the parent
company and those of the consolidated companies is set out below:
Amounts in EUR
31.12.2022
Profit/(loss)
Shareholders’
for the period
equity
Shareholders' equity IWB SpA - IFRS standards 9.199.126 173.228.662
Elimination of carrying amount of consolidated equity investments:
Carrying amount of consolidated equity investments (262.586.202)
Pro-quota share of consolidated equity investments net of consolidation differences 17.077.331 283.354.051
Dividends from subsidiaries (15.105.758) -
Consolidation adjustments for transactions between consolidated companies (137.502) (681.891)
Group shareholders' equity and profit/(loss) for the period 11.033.196 193.314.619
Third parties 209.303 366.135
Consolidated shareholders' equity and profit/(loss) 11.242.499 193.680.755
83 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
83 |
17. Financial liabilities
The situation al 31 december 2022 is the following:
€thousand
31.12.2022
Medium/long term
Long term (over 5
Short term
Total
(within 5 years)
years)
Bond - 131.018 - 131.018
Short-term unsecured loans 14.280 - - 14.280
Revolving loans 23.500 - - 23.500
Other loans in addition to e.g. unsecured loans
878 12.947 - 13.825
Financial accrued expenses and charges to be settled
170 - - 170
Total Banks 38.828 12.947 - 51.774
Payables to factoring companies 0 - - 0
Deferred price acquisitions - 7.621 - 7.621
Other financial loans - 807 - 807
Total other lenders 0 8.428 - 8.428
Total 38.828 152.393 - 191.221
The statement of Group Financial payables at 31 december 2021 is given below for comparable
purposes:
€thousand
31.12.2021
Medium/long term
Long term (over 5
Short term
Total
(within 5 years)
years)
Bond - - 130.795 130.795
Short-term unsecured loans 15.642 - - 15.642
Revolving loans 16.000 - - 16.000
Other loans in addition to e.g. unsecured loans
578 4.931 - 5.509
Financial accrued expenses and charges to be settled
237 - - 237
Total Banks 32.457 4.931 - 37.388
Payables to factoring companies 10 - - 10
Deferred price acquisitions - - - -
Other financial loans - - - -
Total other lenders 10 - - 10
Total 32.467 4.931 130.795 168.193
The table below shows the changes in financial liabilities
€thousand
Disbursements / Other
Refunds / Other
Fair value
Operating
31.12.2021
31.12.2022
changes
changes
adjustment
costs/expenses
Bond 130.795 3.473 (3.250) 131.018
Short-term unsecured loans 15.642 8.657 (10.019) 14.280
Revolving loans 16.000 7.500 23.500
Other loans in addition to e.g. unsecured loans
5.509 10.388 (2.072) 13.825
Financial accrued expenses and charges to be settled
237 170 (237) 170
Total Banks 37.388 26.715 (12.328) - - 51.775
Payables to factoring companies 10 (10) -
Deferred price acquisitions - 7.621 7.621
Other financial loans - 807 807
Total other lenders 10 8.428 (10) - - 8.428
Total 168.193 38.616 (15.588) - - 191.222
Bank debt as at 31 December 2022 consists of the following loans:
• Senior, non-convertible, non-subordinated and unsecured bond loan of Euro 130 million
issued by Italian Wine Brands S.p.A. on 13 May 2021 with a duration of 6 years (maturity 13
May 2027), bullet repayment, annual fixed rate of 2.50%, with annual payment of interest. The
bond loan is listed on the MOT market managed by Borsa Italiana and on the Irish Stock
Exchange managed by Euronext Dublin.
• "Revolving" medium-term loan signed on 30 July 2021 with BPM and having the Group
companies as beneficiaries at the signing date. As at 31 December 2022, Euro 8 million of the
loan was used by IWB S.p.A and Euro 7 million by the subsidiary Giordano Vini S.p.A.. The loans
have a quarterly maturity and a rate equal to the 3-month Euribor (zero floor) plus a spread of
1.1%. Maximum duration 36 months. The use of the loan mentioned above was renewed
during the first quarter of 2023.
• Short-term loan so-called "hot money" granted by Banca d'Alba to the subsidiary
Giordano Vini S.p.A. with opening of current account credit for Euro 1.5 million, renewed
quarterly with a rate of 1.8%.
• Medium-term loan granted on 28 February 2022 by Intesa San Paolo to the subsidiary
Giordano Vini S.p.A. for an amount of Euro 2 million, repayable in quarterly installments and
repayment scheduled for 28 February 2027, at a rate equal to the 3-month Euribor/360
increased by a spread of 1.45%. The residual debt as at 31 December 2022 valued using the
amortized cost method amounts to Euro 1.7 million.
• Medium-term loan disbursed on February 26, 2021 by Credit Agricole to the subsidiary
Giordano Vini S.p.A., for an amount of €2.4 million repayable in quarterly installments and
repayment scheduled for February 26, 2026, at a rate equal to the 3-month Euribor /360 PREV
85 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
85 |
AVERAGE plus a spread of 1.00%. The residual debt at 31 December 2022 valued using the
amortized cost method amounts to Euro 1.6 million.
An IRS-OTC derivative contract was stipulated against the aforementioned loan to hedge
the interest rate risk for the entire duration of the loan; this contract provides for an exchange
of flows between the Company and Credit Agricole defined on the basis of the residual amount
of the underlying loan in each given period; the Mark To Model value of the derivative is
positive by Euro 84 thousand.
• Revolving short-term loan disbursed on 5 October 2022 to the subsidiary Giordano Vini
S.p.A. from Crédit Agricole for an amount of Euro 8.5 million, with a quarterly maturity and a
rate equal to the Euribor 1M punctual on the day of initiation (with adjustment of the
parameter every 30 days) increased by a spread of 1%. The use of the loan mentioned above
was renewed during the first quarter of 2023.
• Medium-term loan disbursed on 04 October 2022 by Credito Emiliano to Giordano for
an amount of 1.5 million repayable in monthly installments and repayment scheduled for 04
April 2024, at the rate equal to the 3-month Euribor/360 increased by a spread of 0.95%. The
residual debt at 12/31/2022 valued using the amortized cost method amounts to Euro 1.3
million
• 2 Loans for a total of Euro 969 thousand granted to Giordano S.p.A. by Simest on
development projects:
o 800 thousand disbursed on 01/28/2022 to be repaid by 12/31/2028 with a grace period
of 36 months and a rate of 0.55%
o 169 thousand disbursed on 06/04/2022 to be repaid by 10/12/2025 with a grace period
of 12 months and a rate of 0.055%
• Unsecured loan granted on 30 November 2020 by Intesa San Paolo to the subsidiary
Provinco Italia S.p.A. for an amount of Euro 3 million repayable in deferred quarterly
installments and repayment scheduled for 30 November 2023, at a rate equal to the 3-month
Euribor increased by a spread of 2.00%. The residual debt as at 30 June 2022 amounts to Euro
1 million.
• Unsecured loan taken out on 20 September 2021 by Provinco Italia S.p.A. with Credito
Emiliano of Euro 1.5 million repayable in deferred quarterly installments and repayment
scheduled for 20 September 2024 at a fixed rate of 0.8% per annum. The residual debt as at
30 June 2022 is equal to Euro 0.879 thousand.
• Unsecured loan taken out on 29 June 2022 by Provinco Italia S.p.A. with Unicredit for an
amount of Euro 5.0 million repayable in deferred quarterly installments and a total duration
87 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
87 |
of 36 months supported by an EIB guarantee. The rate is equal to the 3-month Euribor
increased by a spread of 1.4%. The residual debt as at 31 December 2022 is equal to Euro 4.2
million. The resolution includes the availability of a revolving line of Euro 5.0 million with a
duration of 36 months which has not yet been used as at 31 December 2022.
• Short-term loan, contracted by Provinco Italia S.p.A. with Credito Emiliano S.p.A. on 5
October 2022 for an amount of Euro 2 million Interest rate equal to the 1-month Euribor with
a 0% floor increased by a 0.7% Sperad. Duration: maximum 1 year, with quarterly renewal.
Refund method: at any time, without penalties for the customer. The residual debt as at 31
December is equal to Euro 2 million.
• Short-term SBF loans, for a total of Euro 2,839 thousand granted to Enoitalia S.p.A by
various institutions at an average rate equal to the 3-month Euribor increased by an average
spread of 0.51%.
• Revolving short-term loan disbursed on 5 October 2022 to the subsidiary Enoitalia S.p.A.
from Crédit Agricole for an amount of Euro 5 million, with a quarterly maturity and a rate equal
to the Euribor 1M punctual on the day of initiation (with adjustment of the parameter every
30 days) increased by a spread of 1%. The use of the loan mentioned above was renewed
during the first quarter of 2023.
• Non-reversible line granted by Credito Emiliano to Enoitalia SpA for an amount equal to
Euro 1.5 million at a rate equal to the 3-month Euribor increased by a spread of 0.4%.
• Short-term loan, contracted by Barbanera S.r.l. with Intesa San Paolo on 25 November
2022 with expiry on 24 January 2023 for an amount of Euro 2 million Interest rate equal to
2.2%.
• Unsecured loan contracted on 29 June 2016 by Barbanera S.r.l. with Intesa SanPaolo of
Euro 0.9 million repayable in six-monthly installments and a total duration of 7 years. The rate
is equal to the 6-month Euribor increased by a spread of 1.3%. The residual debt at December
31, 2022 is Euro 133 thousand.
• Unsecured loan taken out on 30 March 2021 by Barbanera S.r.l. with Intesa SanPaolo of
Euro 1.0 million repayable in monthly installments and a total duration of 6 years. The rate is
equal to the 1-month Euribor increased by a spread of 0.7%. The residual payable at December
31, 2022 is Euro 1,000 thousand.
• Unsecured loan contracted on 26 July 2018 by Barbanera S.r.l. with Credit Agricole of
Euro 1.5 million repayable in half-yearly installments and a total duration of 4 years. The rate
is equal to the 6-month Euribor increased by a spread of 0.5%. The residual debt at December
31, 2022 is Euro 563 thousand.
The deferred price for the acquisition of Enovation Brands Inc. refers to the unconditional
consideration to be paid to the sellers and for which a deferred payment has been agreed
respectively equal to (i) USD 3.3 million no later than 10 January 2023 (ii) USD 3.3 million by
and no later than January 10, 2024 (iii) USD 1.4 million by and no later than May 1, 2024. The
debt is reduced by USD 927 thousand in consideration of the repayment envisaged under
pursuant to article 8 of the loan agreement as a result of the fraud that emerged in the
company's accounts during the preparatory activities for the preparation of the consolidated
financial statements. For more details, see paragraph 2.2 Significant events after the end of
the financial year
• The earn out of a total of Euro 1,000,000.00 to be paid pro rata to Holding Marco
Barbanera and Holding Paolo Barbanera in the first half of 2024 in the presence of an increase
in average Ebitda for the two-year period 2022-2023 compared to 2021 for the company
Barbanera S.r.l. and Fossalto S.r.l.
Financial payables are recorded in the balance sheet at the value resulting from the
application of the amortized cost, determined as the initial fair value of the liabilities net of the
costs incurred to obtain the loans, increased by the cumulative amortization of the difference
between the initial value and the maturity, calculated using the effective interest rate where
the application of the amortized cost method is not relevant with respect to the nominal value
The aforesaid loan agreements present similar and standard clauses for this type of
transaction, such as, for example: (i) provision of a financial covenant (calculation envisaged at
the Italian Wine Brands Group level) based on the performance of certain financial parameters
at consolidated Group level; (ii) information obligations in relation to the occurrence of
significant events for the Company, as well as corporate information; (iii) commitments and
obligations, usual for financing transactions of this type, such as, by way of example, limits on
the assumption of financial debt and the sale of one's assets, prohibition on distributing
dividends or reserves where certain financial parameters are not respected.
The 'Liabilities for rights of use' relate to the entry into force from 01 January 2019 of the
accounting standard IFRS 16 which provided for the recognition in the accounts of lease
contracts indicating the amount corresponding to the " Right of use” against a liability
calculated as the present value of future cash outlays relating to the contract itself.
ANNUAL FINANCIAL REPORT
31 DECEMBER 2022
ITALIAN WINE BRANDS S.P.A.
Registered office in Milan, Viale Abruzzi, 94
joint-stock company with subscribed and paid-up share capital of Euro 1.124.468,80
Tax Code Company Reg. No. 08851780968
Registered in the Companies Register of Milan
R.E.A. No. 2053323
www.italianwinebrands.it
101 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
101 |
Table of contents
Composition of Administrative and Supervisory Bodies 102
Directors’ Report on Operations 103
Annual Financial Report
Statement of Financial Position 120
Comprehensive Income Statement 121
Statement of changes in Shareholders’ Equity 122
Statement of Cash Flows 123
Form and content of Financial Report 124
Notes to the Financial Statements 132
Composition of Corporate Bodies
Board of DIrectors
Alessandro Mutinelli (Chief Executive Officer and Chairman)
Giorgio Pizzolo (Deputy Chairman)
Pier Paolo Quaranta (Director with delegated powers)
Sofia Barbanera
Marta Pizzolo
Massimiliano Mutinelli
Antonella Lillo (Indipendent Director)
Board of Statutory Auditors
David Reali (Chairman of the Board of Statutory Auditors)
Debora Mazzaccherini (Statutory Auditor)
Eugenio Romita (Statutory Auditor)
Indipendent Auditors
BDO Italia S.p.A.
Nomad
Intesa Sanpaolo S.p.A.
103 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
103 |
Directors' Report on Operations
1. Analysis of the Company's situation, performance and operating results
1.1. Reference market in which the company operates
2022 was a complex year for the international economy, characterized by a significant recovery
in consumption, the awakening of a highly inflationary scenario and fears for energy supplies,
especially natural gas and raw materials. This scenario was fueled, by consumers' desire for a
return to normality, social stability and the realignment of consumption habits after the two-
year period marked by the Covid-19 pandemic, and by, fears for the conflict in Ukraine and the
consequent stop to imports of Russian gas into Europe as well as the ongoing geopolitical
tensions.
In this context, the Italian Wine Brands Group has pursued its "mission", which is to bring its
branded products to customers around the world through all commercial channels, with the
aim of making them happy in the purchasing and consumption experience. This mission,
considered to be the basis of the creation of value in the medium term, was implemented by
developing every action necessary to maintain the supply chain in safety, in particular of dry
materials, and directly absorbing part of the increase in the costs of factors of production which
were progressively created during the year which has just ended. These actions allow us to
have an increasingly solid, resilient and significantly growing customer base today.
Italian Wine Brands also pursued the mission described above during the year by continuing
the M&A activity in particular with the acquisition of 85% of Enovation Brands Inc. finalized in
April and with the acquisition in December of 100% of the company owned by the Blackbeard
family.
The IWB Group is today the private Italian leader in the production and distribution of national
wines and is distinguished by the breadth of the reference markets in which it operates, by the
number of brands in its portfolio and by the variety of distribution channels.
In terms of reference markets, IWB achieves its turnover predominantly and increasingly with
foreign customers and only for a residual part with national customers.
Sales are primarily through a portfolio of proprietary and registered brands. In particular, the
Group operates under the following different brands:
105 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
105 |
With centralised governance functions (finance & IT, sales&marketing, production and quality,
and purchasing), the IWB Group is unique because it has three different sales and distribution
channels.
• the "wholesale" channel for the sale of products to operators in the sector, such as
large-scale distribution chains, state monopolies and traditional trade,
• the "distance selling" channel for direct sales of products in the portfolio to private
consumers.
• the Ho.re.ca channel aimed at the sale to hotels, restaurants and catering in which the
IWB group is active, thanks to the acquisition of Enoitalia S.p.A, in particular in the US
market and in UK.
The three distribution channels also rely on a centralised production structure consisting of (i)
5 owed cellars in Diano d'Alba (CN), Torricella (TA), Calmasino (VR) and Montebello (VI) and
nine bottling lines owned by the Group and located as follow: one in Diano d'Alba (CN) three
in Montebello (VI) four in Calmasino (VR) and one in Cetona (SI)
From a corporate point of view, IWB S.p.A. carries out management activities for Group
companies as well as management and coordination activities, directly holding
controlling interests in the main Group companies: Giordano Vini S.p.A., Provinco Italia
S.p.A., Enoitalia S.p.A, Enovation Brands Inc., Barbanera s.r.l. e Fossalto s.r.l.
IWB Uk Ltd is the company established in 2022 as the Group's exporter to the British market
in compliance with the new regulations that will come into force this year and which require
the formal indication of the exporter on the label.
The corporate organization chart of the Italian Wine Brands group is provided below, also
following the aforementioned acquisition of Enoitalia S.p.A. and its subsidiaries.
107 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
107 |
1.2.2 Financial and equity position of IWB S.p.A.
The financial statement of IWB S.p.A. at 31 December 2022 shows:
• A Net Profit for the period of € 9,5 million (€ 9,8 million at 31 December 2021);
• Net financial position of €95 million (€72,5million at 31 December 2021)
The increase is explained by the acquisitions of Enovation Brands Inc , Barbanera Slr and
Fossalto Srl
Below is a summary of the parent company's statement of financial position, financial position
and income statement.
Reclassified statement of financial position
€thousand
31.12.2022 31.12.2021 31.12.2020
Other intangible assets
119 196 224
Tangible assets
102 122 143
Right-of-use assets
119 179 238
Equity investments
263.557 205.481 54.256
Total Fixed Assets
263.897 205.978 54.861
Net trade receivables
2.558 2.282 112
Trade Payables
(319) (211) (121)
Other assets (liabilities)
3.225 4.736 4.354
Net working capital
5.464 6.807 4.345
Payables for employee benefits
(42) (37) (24)
Net deferred and prepaid tax assets (liabiliies)
32 85 0
Other provisions
0 0 0
NET INVESTED CAPITAL
269.351 212.833 59.182
Shareholders' equity
174.199 140.266 89.264
Profit (loss) for the period
9.444 9.780 7.799
Share capital
1.124 1.046 880
Other reserves
163.630 129.440 80.585
Net Financial position
87.384 72.351 (32.229)
Deferred price acquisitions
7.621 0 1.861
Right of use liabilities
146 216 286
TOTAL SOURCES
269.351 212.833 59.182
In relation to the balance sheet described above, it should be noted that:
- equity investments in subsidiaries are made up of Giordano Vini S.p.A. for Euro 32,823
thousand; from Provinco Italia S.p.A. for Euro 21,433 thousand and by Enoitalia S.p.A. for Euro
151,225 thousand; Enovation Brands Inc. for Euro 15,067 thousand; Blackbeard S.r.l. and
Fossalto S.r.l. for a total of 43,010 thousand.
- Other assets (liabilities) are represented by receivables/loans from subsidiaries.
In relation to the above income statement situation, it should be noted that:
- dividends refer entirely to the subsidiary Provinco Italia S.p.A.;
- costs for services include Euro 320 thousand for directors, statutory auditors and OdV
fees and Euro 402 thousand for consultancy;
- financial income refers to the interest income accrued on the loan granted to the
subsidiaries Giordano Vini S.p.A. (amounting to Euro 736 thousand), Enoitalia Sp.A. (equal
to Euro 110 thousand) and to interest income accrued on current accounts and liquidity
deposit accounts (Euro 2 thousand); financial charges are mainly represented by interest
expense relating to the bond loan amounting to Euro 3,473 thousand.
Reclassified Income stetement
€thousand
Restated Restated Restated
31.12.2022 31.12.2021 31.12.2020
Revenue from sales
1.688 1.369 800
Other income
121 72 57
Total revenue
1.809 1.441 857
Purchase costs
(1) (16) (1)
Costs for services
(1.083) (979) (1.465)
Personnel costs
(1.123) (728) (796)
Other operating costs
(115) (214) (462)
Operating costs
(2.322) (1.937) (2.725)
EBITDA
(513) (496) (1.868)
Write-ups / (Write-downs)
0 0 0
Amortization and depretiation
(169) (170) (162)
Operating result from core business
(681) (666) (2.030)
Exceptional items
(67) (1.083) 0
Net releases (accruals) for provision risks and charges
0 0 0
EBIT
(748) (1.749) (2.030)
Net financial income/(expenses)
(2.777) (1.859) 182
Dividendi da imprese controllate
12.180 12.402 9.152
EBT
8.656 8.794 7.304
Taxes
788 986 496
Net Result
9.444 9.780 7.799
109 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
109 |
Summary of Management Adjustments
Costs for services equal to Euro 45 thousand and relating to i)) Euro 67 thousand for legal consultancy relating to a dispute with
an employee and feasibility studies on new projects
Personnel costs of Euro 22 thousand relating to settlements with former employees.
Reclassified Income stetement
€thousand
Reported
Management adjustments Restated
31.12.2022 (1) (2) 31.12.2022
Revenue from sales
1.688 1.688
Change in inventories
0 0
Other income
121 0 121
Total revenue
1.809 0 0 1.809
Purchase costs
(1) (1)
Costs for services
(1.128) 45 0 (1.083)
Personnel costs
(1.145) 22 0 (1.123)
Other operating costs
(115) 0 (115)
Operating costs
(2.388) 67 0 (2.322)
EBITDA
(579) 67 0 (513)
Write-ups / (Write-downs)
0 0
Amortization and depretiation
(169) (169)
Operating result from core business
(748) 67 0 (681)
Exceptional items -
(67) 0 (67)
Net releases (accruals) for provision risks and charges
0 0
EBIT
(748) 0 0 (748)
Net financial income/(expenses)
(2.777) (2.777)
Dividendi da imprese controllate
12.180 12.180
EBT
8.656 0 0 8.656
Taxes
788 788
Net Result
9.444 0 0 9.444
Tax effect of exceptional charges
19
Net profit before exceptional items and related tax effect
9.492
1.2.2 Net Financial Position
The details of the net financial debt as at 31 December 2022 as at 31 December 2021 and as
at 31 December 2020 are provided below, set out on the basis of the new scheme provided
for by the ESMA guideline 32-382-1138 of 4 March 2021.
€thousand
31.12.2022 31.12.2021
A. Cash 0 0
B. Cash equivalents 3.887 11.365
C. Other current financial activities 23.666 21.004
D. Liquidity (A) + (B) + (C) 27.553 32.370
E. Current financial debt (included financial instruments but not included
current part of non current financial debt)
8.019 25
F. Current part of non current financial debt 72 70
G. Current financial debt (E) + (F) 8.091 95
H. Net current financial debt (G) - (D) (19.462) (32.275)
I. Non current financial debt (excluded current part and financial
instruments)
0 0
J. Financial instruments 131.018 130.795
K. Trade payables and other non current debts/right of use 7.695 146
L. Non current financial debt (I) + (J) + (K) 138.714 130.941
M. Net financial position (H) + (L)* 119.251 98.667
of which
Deferred price aquisitions 7.621 0
Current payables for the acquisition of right of use 72 70
Non Current payables for the acquisition of right of use 74 146
Net financial position withot the effect of IFRS 16 IFRS 16 and deferred price*
111.484 98.451
*The figure doesn't include financial receivables from subsidiaries with a maturity of more than 12 months.
Other non current financial activities 24.100 26.100
NFP (included non current financial receivables) 87.384 72.351
111 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
111 |
2 Significant events
2.1 2022 significant events
2.1.1 Acquisition of 85% of Enovation Brands Inc.
On 8 April 2022 Italian Wine Brands S.p.A. announced the signing of agreements for the
acquisition of 85% of the share capital of Enovation Brands Inc.
Enovation, based in Miami, is a long-standing importer of Italian wines into North America. It
is the owner of proprietary brands that are highly recognised in the US market (Voga®, among
the main ones) and it relies on a widespread distribution throughout the North American,
both in the supermarkets and ho.re.ca. channels.
From June 2020 to June 2021, Enovation achieved sales revenue of USD 32.2 million (with
82% of sales revenue generated in the US and 18% in Canada). In the same period, Enovation
achieved adjusted buyside Ebitda of USD 3.2 million, net accounting profit of USD 3.4 million.
The net financial position at 30 June 2021 was USD 0.1 million.
The brothers Giovanni and Alberto Pecora, co-founders and operating managers of the
company, hold 45% of Enovation share capital and Norina S.r.l., a financial company that is
owned by the four branches of the Pizzolo family (“Norina”) holds 55% of Enovation share
capital. More specifically, today, IWB signed two sale and purchase agreements with deferred
and conditional execution, which provide for IWB to acquire, directly or through a company
controlled by it, respectively
(iv) Norina's entire 55% interest in the share capital of Enovation (the “Norina
Shareholding”); and
(v) a shareholding in the share capital of Enovation, equal in total to 30% of the same,
owned by the Pecora brothers (the “Pecora Shareholding”).
Following the completion of the transaction, the share capital of Enovation will
therefore be held as follows: (a) IWB will hold, directly or indirectly, an interest of 85% of the
relevant share capital; (b) Giovanni Pecora will hold an interest of 10% of the relevant share
capital; and (c) Alberto Pecora will hold an interest of 5% of the relevant share capital.
The equity value agreed between IWB and the sellers for the purchase of 85% of
Enovation's share capital is USD 22 million, which corresponds to an equity value for 100% of
the company of USD 25.9 million. The enterprise value of USD 26.0 million corresponds to an
EV/Ebitda adjusted buyside valuation multiple of 8.1x.
The agreements between IWB and the sellers also state that the payment of a portion equal
to 20% of the price, i.e. USD 4.4 million (i.e. 20% of USD 22 million), is subject to the condition
precedent of the achievement of accretive EBITDA results in 2022 and 2023. The agreements
between the parties also provide for earn-out mechanisms in favour of the brothers Alberto
and Giovanni Pecora in the event of strongly positive results of the company to be achieved by
31 December 2024. IWB will use its own cash on hands in order to finance this acquisition with
no recourse to new dedicated bank debt.
The execution of the agreements is subject to the fulfilment, by 30 April 2022, of certain
conditions precedent, including the positive outcome of the due diligence activities to be
carried out by IWB with specific regard to the authorisations and licences owned by Enovation
and the obtaining of the consents of the competent US authorities for the change in the
shareholding structure.
The agreements provide for the release by the respective sellers of a set of representations
and warranties (and related indemnification obligations subject to time limits, materiality
thresholds and caps in line with practice for similar transactions), as well as non-competition
undertakings by the sellers, undertaken with respect to both IWB and Enovation, and non-
solicitation and non-reversal employee undertakings.
Through the integration of Enovation, IWB will have direct access to the American market,
which is the main market for Italian wines abroad (EUR 1.8 billion in estimated value in 2021).
Among the immediate revenue synergies generated by the transaction, Enovation will
certainly benefit from the distribution to its customers of new red wine references, produced
in particular in Puglia and Piemonte, where IWB has its own production cellars, while IWB will
be able to offer Enovation-branded products on the international markets served through its
own commercial network. With regard to cost synergies, possibilities to reduce the purchase
price of raw materials will be explored, linked to the higher purchase volumes achieved at
group level. The transaction also confirms IWB's propensity to grow both organically and
through acquisitions, this being the fourth transaction completed in less than four years after
Svinando.com, Raphael Dal Bo Ag and Enoitalia S.p.A..
The signing of the agreements for the acquisition of the majority shareholding in Enovation
was positively evaluated by the Board of Directors of IWB as a transaction with a strong
strategic value and with contents and potential to increase the value of the Company's shares.
For the purposes of the Board's evaluations, the independent expert EY Advisory S.p.A. was
specifically engaged to provide benchmark support for the analysis of the estimated value, as
of June 30, 2021, for the valuation, from a financial point of view, of the consideration agreed
with the shareholders of Enovation in the context of the transaction.
The Company's Board of Directors also approved the transaction subject to the favourable
opinion issued by the Company's Independent Director, Antonella Lillo, regarding the signing
of the sale and purchase agreement with Norina, as well as on the appropriateness and
fairness of the related conditions. This opinion was issued because Norina is a “related party”
of the Company as it belongs to the four family branches of the Pizzolo family, including the
Vice Chairman of IWB, Giorgio Pizzolo, and the director of IWB, Marta Pizzolo. It should be
noted that the sale and purchase of the Norina Shareholding qualifies as a related-party
transaction of “less importance” pursuant to the “Procedure for transaction with related
party” adopted by the Company and the Regulation approved by Consob with resolution No.
17221/2010.
2.1.2 Reserved capital increase
On 16 December 2022 the Extraordinary Shareholders' Meeting of Italian Wine Brands S.p.A.
approved, on second call, the proposal to increase the share capital against payment and
inseparably, for a total amount of Euro 26,316,240.00 (of which Euro 78,203.00 as share
113 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
113 |
capital and Euro 26,238,037, 00 as a share premium) (the "Reserved Capital Increase"). The
Reserved Capital Increase provided for the issue of a total of no. 657,906 new ordinary shares
of the Company, with no par value, at the unit subscription price of Euro 40.00 (inclusive of
the share premium), with the exclusion of the option right pursuant to article 2441, paragraph
5 of the Civil Code, to be reserved in subscription to Holding Marco Barbanera S.r.l. (“HMB”)
and Holding Paolo Barbanera S.r.l. (“HPB”) to be paid in cash, including by offsetting.
This Reserved Capital Increase is part of an investment transaction by IWB, which involved
the acquisition by the Company of the entire share capital of Barbanera S.r.l. (“Blackbeard”)
and Fossalto S.r.l. ("Fossalto") and the reinvestment of HMB and HPB, shareholders of
Barbanera and Fossalto, in the share capital of IWB through the subscription and payment in
cash, also through compensation, of the Reserved Capital Increase (the "Transaction"). For
further information on the Transaction, please refer to the press release of 22 November
2022 available on the Company's website (www.italianwinebrands.it, Section "Investors /
Press releases").
The Shareholders' Meeting saw the participation of shareholders for a total of 4,205,244
shares, representing 47.77% of the share capital, who unanimously expressed their approval
of the Transaction.
The approval of the Reserved Capital Increase by the Extraordinary Shareholders' Meeting of
IWB constituted a condition precedent of the Transaction which must therefore be
considered fulfilled on 16 December. The closing of the Transaction and, therefore, the
completion of the acquisition of the entire capital of Barbanera and Fossalto by the Company
and the subscription and release of the Reserved Capital Increase by HPB and HMB took place
on 22 December 2022 as better described in the paragraph below.
2.1.3 Acquisition of 100% of the wine companies owned by the Barbanera family
On December 22 IWB signedf the agreements for the acquisition of 100% of the share capital
of the companies of the Barbanera family ("Sellers"), i.e. Barbanera S.r.l. (“Barbanera”) and
Fossalto S.r.l. (“Fossalto”) (collectively the “Targets”).
Barbanera is a family company founded in the 70s in Cetona (Siena) by brothers Marco and
Paolo Barbanera, active today in the vinification, production and sale of high quality wines in
the premium segment.
Over the years, Barbanera has grown steadily and it is now the point of reference of Tuscan
wine on international markets thanks, in particular, to its autochthonous wines awarded by
the main critics (Barbanera®, Gigino®, Vecciano®), made both with use of the raw material
from the vineyards owned by the family (about 33 hectares located in areas with a high wine-
growing vocation), and with raw materials subject to careful selection and a winemaking
process entirely carried out within the company.
The positive production and commercial results described above have translated into a solid
and continuously growth of economic and financial performances. Barbanera and Fossalto
achieved a consolidated turnover of Euro 38.7 million in 2021, of which over 90% generated
on international markets and increased consistently from Euro 33.3 million in 2020 and from
Euro 26.6 million in 2019. The Adjusted Ebitda achieved by the companies in 2021 was equal
to Euro 5.4 million (margin on turnover equal to 14.0%), the net profit was equal to Euro 3.8
million while the net financial position at 31 December 2021 was positive for Euro 1.2 million
(IFRS compliant data).
Under the agreement signed today, IWB will acquire 100% of the capital of the Targets on the
basis of a total Equity Value of Euro 41,990,000.00 which will be paid by IWB in cash on the
closing date, tentatively expected by 31 December 2022 and, in any case, no later than 31
March 2023 (the "Closing"). The structure of the transaction also provides that the holding
companies of the Barbanera family will reinvest in the IWB Group a total value of Euro
26,316,240.00 by subscribing no. 657,906 newly issued IWB ordinary shares at a price of Euro
40.00 (forty/00) each.
Upon completion of the transaction, the Barbanera family will hold a total stake of 6.95% of
the share capital of IWB after the capital increase (the "Reinvestment"). The newly issued
IWB shares subscribed by the holding companies of the Barbanera family will be subject to
non-transferability restrictions for a period of 36 months (lock-up).
The structure of the transaction also provides for a deferred price component ("Earn-out")
of a total amount of Euro 1,000,000.00 to be paid in the first half of 2024 in the presence of
an increase in average Ebitda for the two-year period 2022-2023 compared to 2021.
The agreements between IWB and the Barbanera family provide that, after the Closing date,
there will be the entry into the IWB Board of Directors of Dr. Sofia Barbanera, current sales
manager for Europe and the USA of Barbanera. Management continuity is also envisaged for
the two Target companies, which will be able to benefit from the support of the IWB Group's
managerial and strategic skills in order to identify cost and organizational synergies.
The acquisition (details of which are provided below) will take place at a valuation of Target’s
economic capital at lower multiples than those currently expressed by IWB shares. The
acquisition has been evaluated by the Board of Directors of IWB as an accretive transaction
with regards of the value of IWB shares.
The acquisition is also highly strategic for IWB which, after having taken root in Piedmont,
Veneto and Puglia with its own production, vinification and bottling cellars, is completing the
offer with a historic Tuscan production cellar, owner of a portfolio of premium wines/brands
that can be distributed globally through its sales channels. In addition, as part of the deal,
IWB will ensure the sourcing of raw materials of the highest quality through the signing of an
exclusive and long-term supply contract with Le Forconate, a farm that has approximately 33
hectares and is owned by the Barbanera family .
115 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
115 |
2.1.4 Asset management
From the point of view of asset management, it should be noted that during 2022 dividends
were distributed for a total of Euro 879 thousand, no. 36,192 Italian Wine Brands treasury
shares for a total of Euro 1,430 thousand at an average price of Euro 39.5 per share.
With reference to the effects on the business of the Group companies deriving from Covid-19
(SARS-CoV-2), it should be noted that the necessary measures have been maintained to ensure
the continuation of company activities (i.e. organization of company spaces to ensure the
necessary between people, incentives for remote work with reference to office activities,
creation of separate teams for production and transport activities).
2.2 Significant events subsequent to the end of the 2022 financial year
In January 2023, as part of the activities aimed at closing the consolidated financial statements as at 31
December 2022, a fraud emerged which affected the accounts of the company Enovation Brands Inc
starting from years prior to the acquisition by the IWB Group:
(i) The pre-closing amount is governed by the SPA representations and warranties and has consequently
been deducted from the purchase price.
(ii) The amount after the closing, net of the tax benefit and the minority interest, is equal to Euro 457
thousand. The gross amount of Euro 732 thousand is accounted for under the adjustments relating to
the operating margin.
At the date of approval of the financial statements, investigations aimed at defining responsibilities and
the potential recovery of at least part of the amount are still underway.
On 30 March 2023, the company's Board of Directors approved the 2023-2025 Incentive Plan which will
be submitted for approval by the next shareholders' meeting called for 26 April 2023 on first call and 27
April 2023 on second call. The Plan aims to (i) incentivize the group's key resources with respect to the
pursuit of important economic-financial targets (ii) encourage the beneficiaries to remain within the
group; and (iii) develop a sense of belonging for key resources through the attribution of tools
representing the value of the Company.
The Board of Directors of IWB also submits to the Shareholders' Meeting the resolution in the ordinary
session regarding the authorization to purchase and dispose of treasury shares in order to provide the
Company with a stock of treasury shares to be allocated to service of the Incentive Plan, as consideration
in extraordinary transactions - including the exchange of shares with other parties, as part of
transactions in the interest of the Company, such as potential, further sector aggregations under
continuous analysis and evaluation by the Board of Directors – as well as any future incentive and loyalty
plans adopted by the Company and/or other purposes permitted by law in the interest of the Company
itself.
3. Outlook
In 2022, despite a macro-economic context characterized (i) by the uncertainties deriving from
the Russia-Ukraine conflict (ii) by inflationary dynamics which have led to a significant increase
in production factors and a reduction in consumers' spending power, the IWB Group has
continued the growth path for external lines aimed at maximizing the presence on
international markets and completing the product portfolio with highly recognizable brands
and development potential.
While aware of the uncertainty of the general economic situation, the Group continues to be
confident in the potential for growth and resilience of its business in the medium-long term
thanks to its strong competitive and multi-channel positioning, its international commercial
strength, its solid financial structure, its constant management commitment aimed at
overseeing the supply chain, controlling costs and improving efficiency and production
organisation.
The Group's priority continues to be the sustainable growth of its business and we believe that
the correct foundations have been laid despite the current difficult economic situation.
In 2023, the Group's margins will increase as a result of the price lists in force during the current
year and the reduction in the cost of some production factors, after the peaks of the previous
year. In addition, activities have been started aimed at (i) rationalizing and simplification of
processes through the integration of production companies, which will lead to the reduction
of countless intra-group transactions, eliminating non-productive costs and speeding up
operations with customers (ii) the development of new products in the premium range, which
will tend to replace low-cost production added value, with benefits on profitability and cash
generation (iii) the expansion of the distribution of the most profitable brands in new
geographical areas.
4. Ethics’ Code and Organizational Model
On 27 July 2021, the parent company IWB Spa approved the adoption of the Organization,
Management and Control Model (the "231 Model") as required by Legislative Decree 231 of 8
June 2001, consistent with company processes and procedures and with the Group's
integration plan.
The model consists of a General Part, a Special Part and the Code of Ethics which, in line with
that adopted by Giordano Vini, constitutes an ideal alliance that the Group clearly establishes
with its Human Resources and with the main external interlocutors.
117 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
117 |
The entrepreneurial goals of the IWB. they are pursued without ever losing sight of respect,
responsibility, transparency, sobriety and continuous innovation, points of reference that have
always made it possible to guarantee the centrality of the "Customer" to whom to always offer
maximum satisfaction.
The drafting of the Model was carried out through (i) the gap analysis and identification of
sensitive processes in view of the most recent predicate offenses referred to in Legislative
Decree 231/2001; (ii) verification of the existence of a system of proxies and powers of
attorney connected with the organizational responsibilities assigned; (iii) the revision of the
prevention and control protocols based on the principle of segregation of duties.
At the same time, the Board of IWB S.p.A. proceeded with the appointment of the Supervisory
Body.
The Board of 23 March 2023 inter alia approved an update of the Model aimed at introducing:
(i) updating to recent legislative changes;
(ii) an Anti-Corruption Model/Guidelines;
(vi) the introduction of alternative whistleblowing channels.
5. Agreements with Related parties
The operations carried out are part of normal business management, within the typical activity
of each interested party, and are regulated under standard conditions.
(ii) a commercial lease agreement entered into on 1 February 2012 between Provinco
Italia S.p.A. and Provinco S.r.l. pursuant to which Provinco S.r.l. leased the property
located in Rovereto (TN) - Via per Marco, 12/b to Provinco Italia S.p.A.; the lease
is valid for six years (until 31 January 2018) with tacit renewal for the same period
unless notice of termination is given 12 months before expiry; the agreed rent is
equal to €60 thousand per year plus VAT.
(ii) a service contract with Electa SpA concerning support for investor relations activities for an
amount of €40 thousand on an annual basis
The relationships described above are governed by conditions in line with those of the market.
It should also be noted that, as detailed in the paragraph Significant events during the year for
the acquisition of 55% of Enovation Brands Inc. The Board of Directors of the Company
approved the transaction subject to the favorable opinion issued by the Independent Director
of the Company, . Antonella Lillo, (regarding the signing of the sales contract with Norina, as
well as the convenience and substantial correctness of the related conditions) as Norina is a
"related party" of the Company being attributable to the four family branches of the Pizzolo
family, including the Vice President of IWB, Dr. Giorgio Pizzolo, and the administrator of IWB,
Dr. Marta Pizzolo. It should be noted that the purchase and sale transaction of the Norina Stake
qualifies as a transaction with a related party "of lesser importance" pursuant to and for the
purposes of the "Procedure for transactions with related parties" adopted by the Company
and the Regulation approved with Consob resolution no. . 17221/2010
It should be remembered that the Parent Company IWB has adopted and follows the related
Related Parties Procedure in compliance with the general provisions of the Euronext Growth
Milan Issuers' Regulation.
6. Information relating to the environment, safety and personnel
HEALTH AND SAFETY
The Group - which holds the ownership of industrial buildings intended for production
purposes - has implemented the Risk Assessment Document required by the law on
occupational safety.
The aforementioned document first of all provides for an analysis of the risks present in the
company both for the work activity and for the settlement methods; the measures undertaken
to minimize the risks, those still to be taken and those to maintain an adequate level of safety
are then identified. Finally, the timescales necessary for the implementation of the residual
measures are identified.
The method of carrying out the work activity was considered in the risk analysis without
specific risk situations being identified. The theme is always under control in the periodic
updates of the aforementioned documents.
The Risk Assessment Documents, as well as the Emergency Plans and Floor Plans with safety
signs and escape routes are periodically updated.
During 2022, a constant health surveillance activity was carried out as required by current
legislation.
Awareness raising activities on environmental and safety issues continued during the year with
ad hoc training interventions, as well as on the accident prevention measures to be adopted
and on first aid, providing specific training for fire prevention personnel and for to first aid, in
full compliance with the reference regulatory framework.
119 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
119 |
GROUP WORKFORCE
The precise and average headcount by category at 31 December 2022, at 31 December
2021 and at 31 December 2020 is shown below for the Group companies:
7. Treasury shares
As at 31/12/2022 the Parent Company holds n. 10,681 ordinary shares, representing 0.11% of
the ordinary share capital. As part of the authorization to purchase approved by the
Shareholders' Meeting on 7 February 2020, 36,192 treasury shares were purchased during
2022 and 32,362 ordinary shares and 32,363 phantom shares were assigned with reference to
the Incentive Plan of Italian Wine Brands S.p.A. and following the accrual of a total of no.
64,725 rights referring to the first tranche included in the performance period of the Plan.
At Average no At Average no At Average no
31.12.2022 31.12.2022 31.12.2021 31.12.2021 31.12.2020 31.12.2020
Executives 8 8 6 6 6 7
Middle managers 23 23 21 21 14 12
Employee 202 205 174 161 121 122
Workers 140 144 127 128 20 19
Total 373 379 328 317 161 160
BALANCE SHEET
Note
31.12.2022 31.12.2021
Amounts in EUR
Non-current assets
Intangible fixed assets
5 118.988 196.042
Land, property, plant and equipment
6 102.098 122.474
Right-of-use assets
6 119.070
178.606
Equity investments
7 263.556.633 205.481.085
Attività finanziarie non correnti
8 24.100.000 26.100.000
Deferred tax assets
9 31.681 85.012
Total non-current assets
288.028.470 232.163.218
Current assets
Trade receivables
10 2.557.898 2.281.696
Other current assets
12 3.574.473 4.979.680
Current tax assets
11 87.319 829.658
Current financial assets
13 23.666.202 21.004.177
Cash and cash equivalents
14 3.887.031 11.365.680
Total current assets
33.772.923 40.460.890
Total assets 321.801.393 272.624.109
Shareholders’ equity
Share capital 1.124.468 1.046.266
Reserves 136.087.565 110.075.005
Reserve for defined benefit plans 5.070 (1.766)
Reserve for stock grants - 267.330
Profit (loss) carried forward 27.537.536 19.099.708
Net profit (loss) for the period 9.444.454 9.779.891
Total Shareholders’ Equity 15 174.199.092 140.266.434
Non-current liabilities
Financial payables
16 138.639.473 130.794.980
Right-of-use liabilities
16 74.167 146.149
Provision for other employee benefits
17 42.039 36.866
Total non-current liabilities 138.755.679 130.977.996
Current liabilities
Financial payables
18 8.019.034 25.382
Right-of-use liabilities
18 71.983 69.863
Trade payables
19 318.576 210.618
Other current liabilities
20 400.440 1.073.816
Current tax liabilities
21
36.589 -
Total current liabilities 8.846.621 1.379.679
Total shareholders’ equity and liabilities 321.801.393 272.624.109
121 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
121 |
PROFIT AND LOSS
Note
31.12.2022 31.12.2021
Amounts in EUR
Revenue from sales 21 1.688.399 1.368.771
Other income 21
120.801 72.247
Total revenue 1.809.200 1.441.017
Purchase costs 22
(582) (16.255)
Costs for services 23 (1.127.715) (1.772.892)
Personnel costs 24 (1.145.349) (1.016.859)
Other operating costs 25
(114.657) (213.979)
Operating costs (2.388.302) (3.019.985)
EBITDA (579.102) (1.578.968)
Depreciation and amortization 5 , 6
(168.647) (170.448)
Operating profit/(loss) (747.749) (1.749.415)
Finance revenue 13.038.242 12.916.617
Borrowing costs
(3.634.461) (2.373.447)
Net financial income/(expenses) 26
9.403.781 10.543.170
EBT
8.656.031 8.793.755
Taxes 27 788.422 986.136
(Loss) Profit from discontinued operations
- -
Profit (loss) (A) 9.444.454 9.779.891
Attributable to:
(Profit)/Loss of NCIs - -
Group profit (loss)
9.444.454 9.779.891
CHANGES IN SHAREHOLDER’ EQUITY
Amounts in in Eur
Share Capital Capital Reserves
Riserve for stock
grants
Reserve for defined
benefit plans
Retained earnings Total
Balance sheet at 1 January 2021 879.854 64.158.847 343.908 (1.580) 23.883.145 89.264.174
Capital increase 166.412 45.333.588 45.500.000
Purchase of own shares (52.440) (52.440)
Sale of own shares 301.260 301.260
Dividends (4.793.595) (4.793.595)
Stock grants 343.908 (76.578) 267.330
Legal reserve -
Reclassification and other changes (10.158) 10.158 -
Total comprehensive profit/ (loss) (186) 9.779.891 9.779.705
Balance sheet at 31 December 2021 1.046.266 110.075.005 267.330 (1.766) 28.879.599 140.266.434
Capital increase 78.203 26.238.037 26.316.240
Purchase of own shares (1.446.020) (1.446.020)
Sale of own shares 490.314 490.314
Dividends - (879.216) (879.216)
Stock grants 788.025 (267.330) (520.695) -
Legal reserve 33.282 (33.282) -
Reclassification and other changes (91.079) 91.129 50
Total comprehensive profit/ (loss) 6.836 9.444.454 9.451.290
Balance sheet at 31 December 2022 1.124.469 136.087.564 - 5.070 36.981.989 174.199.092
123 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
123 |
STATEMENT OF CASH FLOWS
Amounts in in Eur
Notes
31.12.2022 31.12.2021
Profit (loss) before taxes 8.656.031 8.793.755
Adjustments for:
- non-monetary items - stock grant - -
- non-monetary items - provisions / (releases) - -
- non-monetary items - amortisation/depreciation
168.647 170.448
Adjusted profit (loss) for the period before taxes 8.824.679 8.964.203
Cash flow generated by operations
Income tax paid (333.640) 1.323.614
Other financial (income)/expenses without cash flow (financial amortisation) 3.473.329 2.205.312
Total 3.139.689 3.528.926
Changes in working capital
Change in receivables from customers (276.202) (2.012.289)
Change in trade payables 107.957 89.817
Change in other receivables and other payables 2.632.822 (961.148)
Change in post-employment benefits and other provisions 12.009 13.049
Change in other provisions and deferred taxes
53.331 -
Total 2.529.917 (2.870.571)
Cash flow from operations (1) 14.494.285 9.622.558
Capital expenditure:
- Tangible - (52.097)
- Intangible (11.682) (10.626)
- Financial
(58.075.548) (151.225.103)
Cash flow from investment activities (2) (58.087.230) (151.287.825)
Financial assets
Long-term borrowings/ (repayments) - Bond 223.329 130.000.000
Collections / (repayments) other financial payables 8.000.000 (31.946.994)
Change in other financial assets (662.025) -
Change in other financial liabilities 4.071.625 (1.452.756)
Purchase of own shares (1.446.020) (52.440)
Sale of own shares 490.314 301.260
Dividends paid (879.216) (4.793.595)
Monetary capital increases 26.316.240 45.500.000
Change in reserve for stock grants - 267.330
Other changes in shareholders equity
50 -
Cash flow from financing activities (3) 36.114.297 137.822.805
Cash flow from continuing operations (7.478.648) (3.842.463)
Change in cash and cash equivalents (1+2+3) (7.478.648) (3.842.463)
Cash and cash equivalents at beginning of period 11.365.680 15.208.143
Cash and cash equivalents at end of period 3.887.031 11.365.680
FORM AND CONTENT
OF THE FINANCIAL REPORT
Introduction
This Financial Report at 31 December 2022 has been prepared in accordance with the Euronext
Growth Milan Regulation and in compliance with International Financial Reporting Standards
("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the
European Union. The designation “IFRS” also includes all currently valid International
Accounting Standards (“IAS”), as well as all interpretations of the International Accounting
Reporting Interpretations Committee (“IFRIC”), formerly the Standing Interpretations
Committee (“SIC”).
The financial statement at 31 December 2022 is the first financial statements of the Company,
drawn up according to international accounting standards, and provide comparative
information referring to the previous year, as required by the reference accounting standards.
Please refer to the appendix regarding the impacts resulting from the adoption of international
accounting standards in first time adoption.
1 Statement of financial position schedules
This Financial Report at 31 December 2022 consists of the statement of financial position, the
statement of comprehensive income, the statement of changes in shareholders' equity, the
statement of cash flows and the notes, and is accompanied by the directors' report on
operations.
Statement of financial position schedules are prepared according following methodologies:
▪ The format adopted for the Statement of Financial Position distinguishes between
current and non-current assets and liabilities.
▪ The income statement format adopted provides for the classification of costs by
nature, more representative than “destination one”. The Company opted to present
the items of profit or loss for the year in a single statement of comprehensive income,
which includes the result for the period and, by homogeneous categories, income and
expenses which, in accordance with IFRS, are posted directly to shareholders' equity.
▪ The statement of cash flows analyses the cash flows deriving from the operating
activities using the indirect method, whereby the profit (loss) for the period is adjusted
for the effects of non-monetary transactions, any deferrals or provisions relating to
previous or future operating receipts or payments and the revenue or cost items
connected with cash flows deriving from investing or financing activities.
125 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
125 |
▪ The statement of changes in shareholders' equity includes, in addition to total
profits/losses for the period, the amounts of transactions with equity holders and
changes in reserves during the period.
The schedules of the financial position, the comprehensive income statement, the statement
of changes in shareholders' equity and the cash flow statement are presented in units of Euro;
the values shown in the explanatory notes are expressed in thousands of Euros.
2 Accounting principles
General principles
The separate financial statements were drawn up in the perspective of business continuity,
with the presentation currency consisting of the Euro and the amounts shown are rounded to
the nearest unit, including, unless otherwise indicated, the amounts highlighted in the
accompanying notes.
The general principle adopted in preparing these separate financial statements is that of cost,
with the exception of derivative financial instruments, which are measured at fair value.
As regards the details of the accounting principles adopted, unless otherwise indicated, the
principles for the separate financial statements are the same as those reported in the
dedicated section of the Group's consolidated financial statements to which reference should
be made.
The information relating to the main risks and uncertainties has been summarized in the
management report.
Equity investments
Subsidiaries are companies over which the Company independently has the power to
determine the strategic choices of the company in order to obtain the related benefits.
Generally, the existence of control is assumed when one holds, directly and indirectly, more
than half of the voting rights exercisable in the ordinary shareholders' meeting, also
considering the so-called potential votes, that is, the voting rights deriving from convertible
instruments.
Equity investments in subsidiaries and associates are valued at the purchase cost, possibly
reduced in the event of distribution of capital or capital reserves or in the presence of
impairment losses determined by applying the so-called impairment test.
If the conditions for a previously made write-down no longer exist, the book value of the
investment is reinstated with recognition in the income statement, within the limits of the
original cost.
Fair value measurement
In relation to financial instruments measured at fair value, the classification of these
instruments based on the hierarchy of levels provided for by IFRS 13 is shown below, which
reflects the significance of the inputs used in determining fair value. The following levels can
be distinguished:
Level 1 - unadjusted quotations recognized on an active market for the assets or liabilities being
measured;
Level 2 - inputs other than the quoted prices mentioned in the previous point, which are
observable on the market, either directly (as in the case of prices) or indirectly (i.e., derived
from prices);
Level 3 – inputs that are not based on observable market data.
As of December 31, 2022, no assets or liabilities held by the company are measured at fair
value.
3 Risks to which the Company is exposed
Risks deriving from exchange rate fluctuations
The Group is subject to the market risk deriving from exchange rate fluctuations, as it operates
in an international setting, with transactions carried out in different currencies. Exposure to
risk arises both from the geographical distribution of the business and from the various
countries in which purchases are made.
127 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
127 |
Risks deriving from changes in interest rates
Since financial debt is mainly regulated by variable interest rates, it follows that the Group is
exposed to the risk of their fluctuation. The trend of interest rates is constantly monitored by
the Company and depending on their changes it will be possible to evaluate the opportunity
to adequately hedge the interest rate risk. The Group is currently not hedged, considering the
insignificant impact on the income statement of interest rate changes.
Derivative financial instruments (for exchange rate hedging) in relation to which it is not
possible to identify an active market, are recorded at fair value and are included in the items
of financial assets and liabilities and other assets and liabilities. The relative fair value was
determined using valuation methods based on market data, in particular by using specific
pricing models recognized by the market.
Price risk
The price risk is represented by the possibility that the value of a financial asset or liability
varies as a result of changes in market prices (other than those relating to currencies and
rates).
This risk is typical of financial assets not listed on an active market which cannot always be
realized quickly at a value close to their fair value.
This risk, given the size of the investments in place, is not significant and therefore is not
hedged
Credit risk
Credit risk is represented by the possibility that the issuer of a financial instrument does not
fulfill its obligation and causes a financial loss to the subscriber.
The credit risk derives from sales carried out as part of the ordinary business activity and from
the use of financial instruments which provide for the settlement of positions with the
counterparty.
As far as commercial transactions are concerned, the company operates exclusively with group
companies.
As far as financial transactions are concerned, these are carried out with group companies and
with leading financial institutions of large size and high credit rating, whose rating is monitored
in order to limit the risk of counterparty insolvency.
Liquidity risk
Liquidity risk can manifest itself with the inability to find, under economic conditions, the
financial resources necessary for the Company's operations. The two main factors affecting
the Company's liquidity are:
Financial resources generated or absorbed by operating or investing activities;
The maturity characteristics of financial debt.
The Company finances its activities both through the cash flows generated by operations and
through recourse to external sources of financing and is therefore exposed to liquidity risk,
represented by the fact that the financial resources are not sufficient to meet the financial
obligations and commercial within the pre-established terms and deadlines. The cash flows,
financing needs and liquidity of the company are controlled by considering the expiry of the
financial assets (trade receivables and other financial assets) and the expected cash flows from
the related transactions. The company has both secured and unsecured lines of credit,
consisting of revocable short-term lines in the form of direct financing, current account
overdrafts and endorsement credit.
The Company has a composition of the long-term debt structure exposed to interest rate risk
as indicated in the explanatory notes.
As regards the exposure related to trade payables, there is no significant concentration of
suppliers.
Management believes that the funds generated by operating and financing activities will allow
the Company to meet its needs deriving from investment activities, management of working
capital and repayment of debts on their contractual maturity.
4. Accounting principles
4.1 Accounting standards adopted
Approved accounting standards and interpretations in force from 1 January 2022
Pursuant to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", the IFRSs
that entered into force on or after 1 January 2022 are indicated below:
129 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
129 |
• Amendments to IAS 16 - Property, plant and equipment - Consideration received before
expected use
These amendments prohibit deducting from the cost of property, plant and equipment
amounts received from the sale of products while the asset is being prepared for its intended
use. The proceeds from the sale of the products and the related production cost must be
recognized in the Income Statement.
There were no impacts on the Group Financial Statements as a result of these changes.
• Amendments to IAS 37 - Provisions, potential liabilities and potential assets - Onerous
contracts - Costs to fulfill a contract
These amendments specify that the costs to be considered when evaluating onerous contracts
are both the incremental costs of fulfilling the contract (for example, direct labor and
materials) and a share of other costs that relate directly to the fulfillment of the contract (e.g.
a split of the depreciation charge of the assets used to fulfill the contract).
There were no impacts on the Group Financial Statements as a result of these changes.
• Annual Improvements (2018-2020 cycle) issued in May 2020
These are limited amendments to some standards (IFRS 1 First-time adoption of IFRSs, IFRS 9
Financial instruments, IAS 41 Agriculture and illustrative examples of IFRS 16 Leases) which
clarify the formulation or correct omissions or conflicts between the requirements of the IFRS
standards. There were no impacts on the Group Financial Statements as a result of these
changes.
4.2 International accounting standards and/or interpretations issued but not yet effective in
2022
As required by IAS 8 "Accounting standards, changes in accounting estimates and errors", the
new Standards or Interpretations already issued, but not yet entered into force or not yet
endorsed by the European Union as at 31 December 2022 and therefore not applicable, and
the foreseeable impacts on the consolidated financial statements.
None of these Standards and Interpretations has been adopted by the Group in advance.
• Amendments to IAS 1 - Presentation of financial statements - Classification of liabilities as
current or non-current
The amendments clarify the criteria that must be applied for the classification of liabilities as
current or non-current and specify that the classification of a liability is not influenced by the
probability that the settlement of the liability will be postponed by twelve months following
the reference year. The Group's intention to liquidate in the short term has no impact on the
classification. These amendments, whose entry into force is scheduled for 1 January 2023,
have not yet been endorsed by the European Union. No impacts are expected on the
classification of financial liabilities as a result of these changes.
• Amendments to IAS 1 - Presentation of Financial Statements and IFRS Practice Statement
2: Disclosure on Accounting Standards
These amendments provide guidance for applying materiality judgments to accounting policy
disclosures so that they are more useful; in particular:
- the obligation to indicate the "significant" accounting principles has been replaced
with the obligation to indicate the "significant" ones;
- guidance has been added on how to apply the concept of materiality to disclosures on
accounting standards.
In assessing the relevance of disclosures about accounting standards, entities must consider
both the size of the transactions, other events or conditions and their nature.
These amendments, approved by the European Union, will enter into force on 1 January 2023.
No impacts are expected on the disclosures of the Group Financial Statements as a result of
these amendments.
• Amendments to IAS 8 - Accounting Standards, Changes in Accounting Estimates and Errors
These amendments introduce a new definition of “accounting estimates,” more clearly
distinguishing them from accounting policies, and provide guidance for determining whether
changes should be treated as changes in estimates, changes in accounting policies, or errors.
These amendments, endorsed by the European Union, will enter into force on 1 January 2023.
No impacts are expected on the Group Financial Statements as a result of these amendments.
• Amendments to IAS 12 Income taxes – deferred tax assets and liabilities deriving from a
single transaction
These amendments eliminate the possibility of not recognizing deferred taxes upon initial
recognition of transactions that give rise to taxable and deductible temporary differences (eg
leasing contracts).
With reference to leasing contracts, these amendments also clarify that, when lease payments
are deductible for tax purposes, it is a matter of judgment (after considering the applicable tax
law) whether such deductions are attributable for tax purposes to the liability for leasing
131 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
131 |
recorded in the balance sheet or the related right of use. If the tax deductions are attributed
to the right of use, the taxable amounts of the right of use and the lease liability are equal to
their carrying amounts, and no temporary differences arise at initial recognition. However, if
the tax deductions are attributed to the lease liability, the tax values of the right of use and the
lease liability are nil, giving rise to taxable and deductible temporary differences, respectively.
Even if the gross temporary differences are equal, a deferred tax liability and deferred tax asset
must still be recognised.
These amendments, endorsed by the European Union, will enter into force on 1 January 2023.
No impacts are expected on the Group Financial Statements as a result of these amendments.
• Amendments to IAS 1 - Presentation of financial statements - non-current liabilities with
covenants
These amendments specify that the covenants to be respected after the reporting date do not
affect the classification of the debt as current or non-current at the reporting date. The
amendments instead require the company to provide information on these covenants in the
notes to the financial statements.
These amendments, which will enter into force on 1 January 2024, have not yet been endorsed
by the European Union. No impacts are expected on the classification of financial liabilities and
in terms of disclosure following these changes.
• Amendments to IFRS 16 Leases: Lease liabilities in a sale and leaseback transaction
These amendments specify the requirements for accounting for a sale and a leaseback after
the date of the transaction.
In particular, in the subsequent measurement of the liability deriving from the leasing contract,
the seller-lessee determines the "lease payments" and the "revised leasing payments" in such
a way as not to recognize gains or losses that refer to the right of use maintained .
These amendments, which will enter into force on 1 January 2024, have not yet been endorsed
by the European Union. No impacts are expected on the Group Financial Statements as a result
of these changes
Notes
5. Intangible fixed assets
Intangible fixed assets almost entirely refer to the IT infrastructure and ERP of the company
also used for the purposes of the Group consolidation. The handling is shown below:
6. Land, property, plant and equipment
The change in tangible fixed assets is shown below:
€thousand
INTANGIBLE FIXED ASSETS
Net carrying amount
Net carrying amount 01.01.2022 increases decreases amortizations reclassification 31.12.2022
Goodwill
0 0
Trademarks & patents
0 0
Software
196 12 (89) 119
Other intangibles assets
0 0
Intangible assets under construction and advances
0 0
Net carrying amount intangible assets
196 12 0 (89) 0 119
€thousand
PROPERTY, PLANT AND EQUIPMENT
Gross Value
Hystorical costs
01.01.2022 increases decreases
reclassification/oth
er changes
increases from
business
combination
31.12.2022
Land and buildings
0 0
Plant and equipments
83 83
Equipment
0 0
Other
80 80
Tangible assets under construction and advances
0 0
Right of use assets
328 328
Total hystorical costs
491 0 0 0 0 491
PROPERTY, PLANT AND EQUIPMENT
Accumulated depreciation
Accumulated depreciation
01.01.2022 amortizations decreases other changes
increases from
business
combination
31.12.2022
Land and buildings
0 0
Plant and equipments
(20) (10) (30)
Equipment
0 0
Other
(20) (11) (31)
Right of use assets
(150) (59) (209)
total accumulated depretiation
(190) (80) 0 0 0 (270)
PROPERTY, PLANT AND EQUIPMENT
Net Value
Net Value 01.01.2022 increases decreases amortizations other changes 31.12.2022
Land and buildings
0 0 0
Plant and equipments
63 (10) 53
Equipment
0 0 0
Other
60 (11) 49
Tangible assets under construction and advances
0 0
Right of use assets
178 (60) 118
Total Net Value
301 0 0 (80) 0 221
133 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
133 |
7. Equity investments
The item is detailed as follow:
As at 31 December 2022, the company verified that the equity value calculated as the
difference between the enterprise value and the net financial position of each company was
at least equal to the value of the investment. There were no losses in value.
8. Financial non current assets
They refer to medium-term loans granted to Giordano Vini S.p.A.
9. Deferred Tax Assets
Deferred taxation arises from the following temporary differences:
Amounts in Euro
Country
31.12.2022 31.12.2021
Giordano Vini SpA Italy 32.822.790 32.822.790
Provinco SpA Italy 21.433.193 21.433.193
Enoitalia SpA Italy 151.225.103 151.225.103
Enovation Brands Inc United States 15.065.547 -
Barbanera S.r.l. Italy 41.010.000 -
Fossalto S.r.l. Italy 2.000.000 -
Italian Wine Brands Uk Ltd England 1 -
Total 263.556.633 205.481.085
Amounts at 31 december 2021
Euro thousand
Description Imponibile Aliquota Saldo
Remuneration of directors
354 24,00% 85
Total Deferred tax assets 85
10. Trade receivable
Trade receivables at 31 December 2023 and 31 December 2021 are detailed below:
11. Current tax assets
The item at 31 December 2022 and 31 December 2022 is detailed below:
Amounts at 31 december 2022
Euro thousand
Description Tax base Tax rate Balance
Exchange rate adjustment
132 24,00% 32
Total Deferred tax assets 32
€thousand
31.12.2022 31.12.2021
Trade receivables 2.558 2.282
Provision for writedown 0 0
Total 2.558 2.282
€thousand
31.12.2022 31.12.2021
VAT receivables 87 171
IRAP receivables 0 75
IRES receivables 0 672
IRPEF withholding tax 0 (93)
Others 0 5
Total 87 830
135 | CONSOLIDATED ANNUAL FINANCIAL REPORT AT 31 DECEMBER 2022
135 |
12. Other current activities
Other current activities at 31 december 2022 and at 31 december 2022 are detailed as follow:
With effect from the 2016 period, the Parent Company (together with its subsidiaries Giordano
Vini S.p.A. and Provinco Italia S.p.A.) has opted for the national IRES tax consolidation scheme,
the effects of which are also reported in the economic and financial results at 31 december
2022.
Participation in tax consolidation is governed by specific regulations that apply throughout the
period of validity of the option.
The economic relations of tax consolidation are summarized below:
- for the years with positive taxable income, the subsidiaries pay to the consolidating
company the higher tax it owes to tax authorities;
- consolidated companies with negative taxable income receive from the parent
company a compensation corresponding to 100% of the tax savings realized at Group
level and recorded on an accrual basis. Compensation is paid only when it is actually
used by the Parent Company, for itself and/or for other companies in the Group;
- in the event that the Parent Company and its subsidiaries do not renew the option for
national consolidation, or in the event that the requirements for continuing national
consolidation are no longer met before the end of the three-year period of validity of
the option, the tax losses carried forward resulting from the tax return are attributed
to the consolidating company or entity.
Enoitalia SpA wiil join Tax consolidation scheme starting from 2022.
€thousand
31.12.2022 31.12.2021
Others 3.488 4.979
Advances to suppliers 76 0
Accruals and prepayments 10 1
Total 3.574 4.980
8-13. Current And non current Financial Assets
Financial assets at 31 December 2022 and 31 December 2021 are detailed as in the following
table:
€thousand
31.12.2021
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Refund on Acquisitions - - - -
Financial credit vs CFO (Buy-back) 4 - - 4
Total other lenders 4 - - 4
Giordano Vini 8.000 - - 8.000
Provinco - - - -
Enoitalia 11.000 - - 11.000
Total Loans to Subsidiaries 19.000 - - 19.000
Shareholder loans to Giordano Vini 2.000 10.000 16.100 28.100
Total Shareholder loans to Subsidiaries 2.000 10.000 16.100 28.100
Total 21.004 10.000 16.100 47.104
€thousand
31.12.2022
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Refund on Acquisitions 480 - - 480
Financial credit vs CFO (Buy-back) 187 - - 187
Total other lenders 666 - - 666
Giordano Vini 8.000 - - 8.000
Provinco - - - -
Enoitalia 11.000 - - 11.000
Total Loans to Subsidiaries 19.000 - - 19.000
Shareholder loans to Giordano Vini 4.000 24.100 - 28.100
Total Shareholder loans to Subsidiaries 4.000 24.100 - 28.100
Total 23.666 24.100 - 47.766