Annual Financial Report at
December 31, 2021
* Brand in exclusive distribution in the Italian territory
Contributing to people’s wellbeing by helping them make informed food choices.
Promoting awareness of the health benefits of plant-based foods. Spreading
knowledge of healthy eating responsibly and with passion.
That’s Valsoia. And that’s the mission expressed in our logo with the Italian for
'goodness and health' – "bontà e salute".
A mission everyone can experience in all our deliciously healthy products.
It’s this commitment to pleasure and health that has made the Valsoia brands some of
Italy’s leading and best-loved household names, thanks to the quality of our products
and constant research and innovation.
* *
To live a better and healthier life through our nutritional choices every day, this is the
MISSION of Valsoia Spa. An Italian company that strives every day to offer a sound
dietetic-nutritional response to the increasing demand for health and well-being.
QUALITY AND EXPERIENCE
Valsoia champions “plant-based nutrition” and “healthy eating” connected to the
cultural values of quality and selecting excellent ingredients. Well-designed and
controlled processes back up the precious know how we have gained over decades of
experience. Valsoia is always actively researching products that are good, healthy and
safe and therefore made with precious and unique ingredients.
NUTRITION RESEARCH
Our constant focus on recipes, the creation of new tastes and the selection of raw
materials has led to improvement in the flavours and the realization of new proposals,
so as to satisfy the ever-growing variety and complexity of the demand for nutritious
foods.
PRODUCT VARIETY
Currently we offer plant-based alternatives, beverages, ice-creams, yoghurt, desserts,
cookies, main dishes, cheeses and dressings all sold under the Valsoia trademark;
moreover, our products include the Santa Rosa preserves and sorbets, marks of
excellence in preserves and fruit processing and the Pomodorissimo tomato sauces,
characterised by their unmistakable flavour.
ITALIAN TRADITION
All our products follow the nutritional tradition of Italy. Al the products are healthy
and of high quality, ideal for the entire family and they are appropriate for every
moment of the day, from breakfast to dinner. Our products feature the simplicity of
the flavours that are the result of our careful preparation, distilling the experience of
the best nutritionists.
News:
NEW PIADINA LORIANA’S ADVERTISING SPOT
The new piadina Loriana’s advertising spot is on air from november
2021.
Tradition, authenticity, taste and value are the keywords of the film
that re-launch Loriana on the TV screen, as a main and absolute
protagonist role in this category.
TABLE OF CONTENTS
1. GENERAL INFORMATION .......................................................................................... ...6
Corporate offices and positions
Corporate data and Group structure
2. INTERIM MANAGEMENT REPORT ............................................................................ 9
Key financial highlights
Main events for the period and business performance
Analysis of the statement of financial position
Main risks and uncertainties to which the Company is exposed
Significant events after the interim period and business outlook
Other information
Notes
Allocation of profit for the period
3. CONDENSED FINANCIAL STATEMENTS ................................................................... 29
Statement of financial position
Income Statement
Statement of comprehensive income
Statement of cash flows
Statement of changes in equity
Notes to the financial statements
4. STATEMENT PURSUANT TO ART. 154 BIS
OF ITALIAN LEGISLATIVE DECREE NO. 58/98 ................................................................... 94
Annual Financial Report at December 31, 2021
General information
1 /
GENERAL INFORMATION
Corporate offices and positions
Board of Directors
(1)
Chairman Lorenzo Sassoli de Bianchi
Deputy Chairman Furio Burnelli
Chief Executive Officer and General Manager
(2)
Andrea Panzani
Directors Susanna Zucchelli
Francesca Postacchini
Gregorio Sassoli de Bianchi
Camilla Chiusoli
Patrizia Fogacci
Marco Montefameglio
Board of Statutory Auditors
(1)
Chairman Gianfranco Tomassoli
Statutory Auditors Claudia Spisni
Massimo Mezzogori
Alternate Auditors Massimo Bolognesi
Simonetta Frabetti
Supervisory Board
(3)
Chairman Gianfranco Tomassoli
Standing members Maria Luisa Muserra
Giulia Benini
(3.1)
Independent Auditors
(4)
KPMG S.p.A.
Manager in charge of financial reporting
(5)
Nicola Mastacchi
(1) Appointed at the Shareholders’ Meeting of April 27, 2020, in office until the approval of the 2022 Financial Statements.
(2) Chief Executive Officer (since April 23, 2015) and General Manager (since February 04, 2014).
(3) Appointed on March 13, 2020, in office until the approval of the 2022 Financial Statements.
(3.1) Internal member, Legal Specialist of Valsoia S.p.A. since November 2018;
(4) Appointed on April 23, 2015, in office until the approval of the 2023 Financial Statements.
(5) Appointed by the Board of Directors on May 23, 2019, Manager of Valsoia S.p.A., Statutory Auditor.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
7
Corporate data and Group structure
Company Name: Valsoia S.p.A.
Registered office: Via Ilio Barontini 16/5 - 40138 Bologna (BO) - Italy
Telephone no. +39 051 6086800
Fax no. +39 051 248220
Certified e-mail: [email protected]t
Website: www.valsoiaspa.com – Investor Relations section
Share Capital - fully paid up: Euro 3,533,772.66
Tax Code and registration number in the Companies Register of Bologna: 02341060289
VAT no.: 04176050377
Enrolment with the Chamber of Commerce of Bologna: no. BO-338352
Production facility:
C.so Matteotti 13 - 13037 Serravalle Sesia (VC) – Italy
As at December 31, 2021, the structure of the Valsoia Group, in addition to parent company Valsoia S.p.A.,
included the following subsidiary:
V
At the closing of this period, Valsoia does not own any other investments above 10% of the share capital,
represented by shares with voting rights in non-listed companies, nor does it own shares in limited liability
companies.
The Company has no branch offices.
Valsoia S.p.A. has decided to take the option authorised by art. 70, par. 8 and art. 71, par. 1-bis of Consob
Regulation No. 11971/99 (as amended) and therefore to dispense with the obligation to provide disclosure to
the public in the event of significant mergers, spin-offs, share capital increases through contributions in kind,
acquisitions and disposals.
Company Name Share Capital Main office % Held
Valsoia Pronova d.o.o. € 100,000 Ljubljana (Slovenia) 100
Swedish Green Food
Company AB
SEK 50,000 NYKVARN (Sweden) 100
Valsoia S.p.A./Annual Financial Report at December 31, 2021
8
Annual Financial Report at December 31, 2021
Directors
Report
2 /
REPORT ON OPERATING PERFORMANCE AS AT
December 31, 2021
Key financial highlights
Income statement ratios
(EUR 000)
12/31/2021
12/31/2020
Change
EURO
%
EURO
%
EURO
%
Total sales revenue
90,953
100
83,461
100
7,492
9.0%
Value of
production
92,987
102.2
86,786
104.0
6,201
7.1%
Gross Operating Result (EBITDA)
(*)
13,214
14.5
11,970
14.3
1,244
+10.4%
Net operating results (EBIT)
10,737
11.8
9,404
11.3
1,333
+14.2%
Pre
-
tax profit
10,668
11.7
9,292
11.1
1,376
+14.8%
Taxes (total): current, adv./deferr.
Non
-
recurrent tax effects
(3,303)
(3.6)
(1,638)
(1.9)
(1,665)
+101.6%
Net profit for the period
7,365
8.1
7,654
9.2
(289)
-
3.8%
(**) The interim result is not defined as an accounting measurement pursuant to the IFRS standards; therefore, the definition criteria for this
parameter may not be consistent with those adopted by other companies. With reference to this interim result, for a better understanding,
it should be noted that EBITDA in the 2021 Financial Statements was negatively impacted by the economic effect of the Stock Options Plan
for EUR 310 thousand (747 thousand in 2020) and positively by the reclassification effects on the Income Statement resulting from the
application of IFRS16 for EUR 561 thousand (565 in 2020).
Equity indicators
(EUR 000)
12/31/2021 12/31/2020 Change
Current non
-
financial assets
18,441
16,763
1,678
Current non
-
financial liabilities
(20,321)
(19,125)
(1,196)
Net working capital
(1,880)
(2,362)
482
Other net
operating assets/(liabilities)
(1,593)
(394)
(1,199)
Non
-
current assets
56,766
56,289
477
Total INVESTMENTS
53,293
53,533
(240)
Shareholders’ equity
78,636
75,012
3,624
Short
-
term net financial position (assets)
(36,773)
(26,400) (10,373)
Non
-
current loans and borrowings
11,430
4,921
6,509
Net financial position (assets) (*)
(25,343)
(21,479)
(3,864)
Total SOURCES
53,293
53,533
(240)
Valsoia S.p.A./Annual Financial Report at December 31, 2021
10
(*) = The figure as at December 31, 2020 includes the effect on the NFP deriving from the application of IFRS 16 Leases, equal to
EUR 2.3 million (EUR1.9 million at December 31, 2019); this effect is purely accounting in nature. Net of the accounting effects
of the foregoing, the net cash flow actually produced by the Company in financial year 2021, after the distribution of the dividends
valued at EUR 4.1 million, resolved upon the approval of the Financial Statements at December 31, 2020 was equal more than
EUR 4.3 million.
Economic and financial
performance indicators
12/31/2021 12/31/2020
ROE (Net profit for the period/Shareholders’ equity)
9.4% 10.2%
ROI (EBIT/Total investments)
21.1% 18.2%
ROS (EBIT/Revenue)
11.8% 11.3%
EBITDA margin (EBITDA (b)/Sales revenue)
14.5% 14.3%
Shareholders' equity
/Non
-
current assets
1.38 1.33
Shareholders' equity
(Net fin. pos. + M/L-term loans and borrowing)/Non-
current assets
1.55 1.40
Acid test
(Short-term net financial pos. + Current non-financial
assets) /Current
non
-
fin. liabilities
2.66 2.25
Debt ratio
(Short-term net financial pos. + Non-current loans and
borrowings) /Shareholders' equity
n.a. n.a.
MAIN EVENTS FOR THE PERIOD AND BUSINESS PERFORMANCE
In year 2021, the Company recorded sales revenues of EUR 90.95 million, showing an increase of +9.0%
(EUR +7.49 million) compared to the end of the previous year, amounting to EUR 83.46 million.
The increase in sales during the year was due to both the growth of the Health Food Division (the
"Valsoia Bontà e Salute" brand) and the positive performance of the Traditional Food Division (Marche
Piadina Loriana, Santa Rosa confetture, Diete.Tic, Weetabix and Oreo’Os Cereali).
This positive trend, which was already evident during the first six months of the year (up 6.8% compared
with the first half
2020), saw a further significant acceleration in the second half of the year (up 11.4%).
Valsoia S.p.A./Annual Financial Report at December 31, 2021
11
In general, the performance of Valsoia S.p.A. was positive, in terms of aggregate consumption in Italy,
for all the lines of the Valsoia Bontà e Salute brand, with the exception of Yogurt, which registered a
slight drop in consumption in 2021. Consumption in the Food Brand sector is also on the rise, with the
exception of Santa Rosa jams, which registered a drop in consumption after the sharp increase in 2020
due to the effects of the health emergency.
Consumption of the Company’s Brands is also generally higher at 2019 year-end. This trend took place
against a backdrop of stagnant consumption at +0.1% (total grocery in Italy in 2021).
The Company’s market shares, which are still growing for some product lines and settling down for
others, compared with the development registered during the health emergency period, together with
the solid "Brand Image", speak to the solidity of the Company’s Brands, strengthened by additional
significant investments in communication and consumer marketing activities implemented also during
this financial year.
During 2021, there is also an improvement in the availability and visibility in the retail points of the
Company’s Brands in a context characterised by a growth in the number of products offered, also with
regard to competitors.
Foreign sales continued to grow, showing an increase of +8.9% in the twelve months of fiscal year 2021
compared to the same period in 2020.
The Company kept cost of sales, operations and structure aligned with the Annual Plans, by absorbing
higher costs due to certain raw materials and services increases, particularly in the fourth quarter.
Extra expenses were also incurred to ensure the protection and safety of employees, following the
extension of the health emergency period.
In line with its annual plans, the Company kept its commercial expenses under control, adjusting them
to the needs of the domestic market and the foreign countries where it operates. We point to the
importance of investments in communication made for all Brands throughout the year 2021.
The operating margin in FY 2021 (EBITDA) amounted to EUR 13.214 million, up by +10.4% compared
with the previous year, recording an operating margin ratio (EBITDA Margin %) of 14.5% versus 14.3%
which was recorded last year.
Pre-tax profit amounted to EUR 10.668 million (+14.8% compared to the previous year), with a
percentage on sales revenue of 11.7%, an improvement compared to 11.1% in 2020.
The net profit for the period amounted to EUR 7.365 million, down on the previous year by EUR 0.289
Valsoia S.p.A./Annual Financial Report at December 31, 2021
12
million (-3.8%), with a percentage index that stood at 8.1% of revenues compared to 9.2% for the same
period.
The reduction in net income results from debiting to the Income Statement of the amount of EUR 0.670
million relating to non-recurring tax effects resulting from the exercise of the option to integrate the
payment of taxes on the tax realignments of trademarks and goodwill carried out in 2020, pursuant to
the legislative provisions of the previous year and subsequently amended by the “2022 Budget Law”.
The number of employees is basically stable (+7) compared with December 31, 2020.
Products and revenue performance
Valsoia S.p.A. produces, distributes and markets mass consumption food products with a particular focus
on health foods.
The Company’s mission is to provide solutions and stay ahead of the requirements of consumers insofar
as health and well-being, with healthy food products; the Company continues to be perceived by
consumers as a leading company in terms of quality.
The Company's products are distinguished by the following trademarks:
VALSOIA BONTA’ E SALUTE
Valsoia offers a broad range of plant-based products, for the entire
family. Valsoia products provide healthy nutrition, which is varied and
very tasty, every day.
NATURATTIVA
Naturattiva offers many plant-based specialities, made with soya and
rice, and exclusively with organically grown ingredients.
VITASOYA
Vitasoya Soyadrink is a high-quality natural product with an excellent
taste. Thanks to its nutritious and balanced recipe, it is the ideal drink
to stay in shape and healthy, starting in the morning.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
13
SANTA ROSA
Santa Rosa, a historical brand in the Italian food tradition, offers high
quality jams choosing only fruit of superior quality through strict
purchase specifications.
POMODORISSIMO
This is a line of products created using only Italian tomatoes, which
are carefully selected and processed based on the exclusive “Sapore
crudo” [raw flavour] recipe, which ensures that the characteristics of
the tomato remain unchanged after it is picked. The use of the Santa
Rosa Pomodorissimo brand has been licensed to third parties starting
from November 2018.
DIETE.TIC
Acquired in October 2017. Liquid sweetener, sugar replacement,
with a unique and patented formula. Completely calorie free, does
not alter the flavour of food and beverages and is highly soluble.
LORIANA Piadina
Purchased in December 2020, “LORIANA Piadina” was launched in
the early 1970s, and today boasts a consolidated presence on the
Italian market. Its success is indebted to the uniqueness of the
product, which maintains unaltered the quality and tradition of its
Romagna origin.
Valsoia distributes the following products in Italy:
Valsoia S.p.A./Annual Financial Report at December 31, 2021
14
WEETABIX
A range of whole wheat cereals for a healthy breakfast. Products
from the Weetabix Food Company, an English company with a long
history and tradition. They are unique, loved and appreciated
worldwide and exclusively distributed in Italy by Valsoia.
OREO O'S CEREAL
OREO O’s cereals, whose production and marketing has been licensed
to Weetabix Ltd by Mondelez International (owner of the brand), is an
iconic brand worldwide. In December 2020, Valsoia signed an
agreement with Weetabix Ltd. for the exclusive distribution in Italy,
which began in April 2021.
The following table shows the sales revenue broken down by business area.
Description
(EUR 000)
12/31/2021
12/31/2020
Change
EURO
% Inc.
EURO
% Inc.
%
Health Food Products Division (a)
49,321
54.2
47,535
56.9
+3.8%
Food Products Division (b)
29,293
32.2
23,844
28.6
+22.8%
Others (c)
5,288
5.8
5,605
6.7
-5.7%
TOTAL ITALIAN REVENUE
83,902
92.2
76,984
92.2
+9.0%
Sales abroad
7,051
7.8
6,477
7.8
+8.9%
TOTAL REVENUE
90,953
100.0
83,461
100.0
+9.0%
(a) Valsoia Bontà e Salute, Vitasoya, Naturattiva trademarks
(b) Santa Rosa (jams), Diete.Tic and Weetabix trademarks
(c) Supplements, Industrial products
Sales in both the "Health Food" and "Traditional Food" Divisions increased during the year, as shown in
the summary table.
These positive trends are shown by all the main corporate (Valsoia “Bontà e Salute”, “Diete.Tic” and
“Loriana”) and distributed (“Weetabix” and “Oreo O's”) brands. Santa Rosa jams, on the other hand,
recorded a reduction in revenues of -12% to be attributed to the strong growth in consumption and
stocks that occurred in the previous year, which recorded +14.6% in revenues compared to the same
period in 2019, due to the effects on consumption induced by the measures adopted to counter the
health emergency.
Positive first year of sales for Piadina Loriana, acquired on December 31, 2020, which achieves in FY
2021 the budgeted targets in terms of both volumes and distribution coverage.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
15
Oreo O’s Cereals also performed well, exceeding the targets set for the period, in terms of both
distribution coverage and volumes achieved.
The Company continued throughout 2021 to implement field operating strategies, with retailers and at
points of sale, aimed at improving distribution coverage, its quality and promotional activities.
Of note is the result of the “Health Food” Division (plant alternatives), which recorded +3.8%, improving
on the growth already shown in 2020 (+7.7%). The positive performance of the Traditional Food
Division, +22.8%, is partly determined by the inclusion of Piadina Loriana in the Company’s portfolio at
the beginning of 2021.
Of prospective relevance are the results of foreign sales that recorded a +8.9% increase, consolidating
the growth in progress since 2020 recorded a +26.9% increase on fiscal year 2019.
During the year, the Company successfully implemented a number of innovative product launches and
extraordinary operations in Italy and abroad, the main ones of which are described below:
- the start-up in the management of newly acquired Piadina Loriana;
- the start of distribution of the Oreo O’s cereal brand;
- the partnership in the USA with the American distribution structure World Finer Foods;
- the agreement with company Vallè Italia S.r.l., for the exclusive distribution on Italian territory of the
entire portfolio of "Vallè" branded products, effective January 1, 2022;
- the acquisition, in September 2021, of the “Swedish Green Food Company” already operating in the
Swedish market for the distribution of the Valsoia “Bontà e Salute” brand.
- the finalisation of the first "corporate sustainability 2019-2020" document;
- the launch of new references and product lines in some segments of plant-based alternatives: ice
cream, meats, yogurt, cream and sugar-free drinks;
- the first poster campaigns carried out abroad in the main cities of the Baltic States and Slovenia;
Investments
During the year 2021, investments were made in tangible and intangible fixed assets for over EUR 1.7
million. These investments concerned primarily the purchase of plant and equipment for the production
of ice creams and jams, and the extraordinary restructuring works at the Serravalle Sesia plant.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
16
Sustainability project
The Company continued to prepare its “2021 Sustainability Report” that will be made public by the date
of the Shareholders’ Meeting called to approve the 2021 Financial Report. This report, while not
constituting a Non-Financial Disclosure pursuant to Legislative Decree 254/2016 (transposition of
Directive 2014/95/EU), represents a voluntary non-financial reporting aimed at collaborators,
shareholders and investors, suppliers and partners, retailers and consumers who wish to learn more
about the Company’s Food Project and the main activities related to it.
Among others, a project was launched aimed at measuring the environmental impact (carbon footprint)
of some of the Company’s products, with the aim of assessing the contribution to the issues of climate
change and carbon neutrality and, more generally, towards the Sustainable Development targets (SDGs)
defined in the United Nations 2030 Agenda.
ANALYSIS OF THE STATEMENT OF FINANCIAL POSITION
The following Table shows the breakdown of the Net Financial Position as at December 31, 2021 and
December 31, 2020.
Description (EUR 000) 12/31/2021 12/31/2020
Cash
3
2
Current accounts and bank deposits
41,242
29,566
Current financial assets
0
0
Total cash and cash equivalents
41,245
29,568
Current loans and borrowings
(3,833)
(2,603)
Current payables for leases
(639)
(543)
Current net
short
-
term financial position
36,773
26,422
Non
-
current loans and borrowings
(9,719)
(3,573)
Non
-
current payables for leases
(1,711)
(1,370)
NET FINANCIAL POSITION
25,343
21,479
As of December 31, 2021, the Company’s overall net financial position was approximately EUR 25.3
million, an increase of approximately EUR 3.9 million compared to the start of the year. The Net Financial
Position as at December 31, 2021 and as at December 31, 2020 include, respectively, payables for EUR
2.3 and 1.9 million for leases concerning the representation of the mere accounting effects deriving
from the application of IFRS 16, relating to existing lease agreements (rental of offices in Bologna and
rental of warehouses in Serravalle) and operating leases (long-term rental of company cars).
Valsoia S.p.A./Annual Financial Report at December 31, 2021
17
As a result, the cash flow generated by the Company’s routine operations in fiscal year 2021 was actually
positive by more than EUR 4.3 million.
During the entire 2021 financial year, current operations continued the positive generation of cash with
a primary operating cash flow of EUR 13.3 million. In the same period, the increase in turnover and
prudent management of stock levels led to absorption of liquidity at Working Capital level for around
EUR 1.4 million. Fiscal management resulted in a cash outflow of approximately EUR 1.5 million.
On the other hand, outgoing financial flows were equal to EUR 2.0 million, due to the requirements
relating to investments (tangible for EUR 1.6 million, intangible for approximately EUR 0.1 million and
financial for approximately EUR 0.3 million). Finally, the shareholder remuneration policy continued in
2021, resulting in a cash outflow of EUR 4.1 million for dividends paid during the year.
MAIN RISKS AND UNCERTAINTIES TO WHICH THE COMPANY IS
EXPOSED
Risks of a financial nature and derivative instruments
Foreign Exchange Risk
The Company purchases raw materials for its production in the international market and carries out
business transactions in euros and, as regards purchases made from the United States of America, in US
dollars. At the same time, the Company makes sales of finished products abroad (EEC and non-EEC) and
settles the related business transactions mainly in euros, with the exception of sales in the United States
of America which are settled in US dollars.
The exchange rate risk therefore derives from the net exposure in US dollars.
During the year, the Company implemented currency forward purchase operations. The economic
impacts of these transactions, carried out for hedging purposes but which did not meet all the requisites
required by the IAS/IFRS principles, are fully recognised in the Income Statement for the period; in
particular, at the end of the financial year there were exchange transactions with derivative financial
products (forward purchases) whose valuation at fair value led to the recognition in the Income
Statement of a negative component for EUR 21.9 thousand, recognised as Balance Sheet item Short-
term Payables to Banks.
Credit Risk
The Company deals with customers mainly in the “large-scale retail trade”, which historically have had
an overall low insolvency rate and whose risk profile has not been significantly affected by the COVID-
19 health emergency. Therefore, the Company carefully monitors the quality of its receivables in terms
of risk control.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
18
Interest Rate Risk
Given the capital and financial structure, and in consideration of the conditions under which the
outstanding loans were taken out (fixed rate), it is believed that the Company is not particularly exposed
to the risk of changes in the interest rates.
Cash and changes in Cash Flows risk
Considering the positive net financial position and the strong capacity to generate cash flows from
operations, the risk from changes in the cash flows is estimated to be relatively low. Valsoia was also
granted significant credit facilities by the banks, not used to date, which are more than adequate with
respect to its current needs.
Operating risks
Ris
ks related to the food/health sector
Although Valsoia guarantees effective quality control on its own production and on externally acquired
products through the constant monitoring of raw materials, production processes and finished products,
it cannot be excluded that, similarly to any other company operating in the food sector, an accidental
contamination of the product by external agents, unpredicted in the formulation of the product, may
occur.
In particular, Valsoia has always chosen to use only raw materials that are not genetically modified. For
this purpose, the Company requires certifications from all the suppliers of raw materials, as a proof of
their GMO-free status. In addition, the Company requires CSQA certifications to confirm the absence
of genetically modified organisms both in the raw materials used and in the finished products; however,
Valsoia cannot exclude their accidental presence in marketed products.
In general, contamination of products by external agents, including genetically modified organisms above
the tolerance threshold, would involve a recall of the products from the market, with related financial
burdens, as well as the risk of penalties charged to the Company and to any responsible individual. It
also cannot be excluded that, if the use of food produced by Valsoia causes harm to the health of the
consumers, the Company may be subject to compensation claims or actions due to these events.
Risks related to safety at the workplace and environmental damages
Valsoia owns and manages a production facility in Italy, Serravalle Sesia (VC) for the production of some
of the main products of the Company. Valsoia believes that it operates in full compliance with the
regulations concerning occupational safety and the protection of the environment. However, it cannot
be excluded that, for accidental reasons, the operations at the facility may cause harm to the employees
of the Company, to third parties or to the surrounding environment.
Risks related to operations carried out at the production facilities of third parties and providers of logistic
services
Valsoia S.p.A./Annual Financial Report at December 31, 2021
19
In addition to the Serravalle Sesia production facility, the Company partners with third parties for the
supply of some products.
The marketing of products in Italy is carried out through a network of distribution centres specialised in
the distribution logistics of food products.
The production facility, the suppliers and the distribution centres are subject to ordinary operating risks,
including, but not limited to: malfunctioning of the equipment, non-compliance with applicable
regulations, revocation of permits and licenses, insufficient labour force or work disruptions,
circumstances that may involve an increase in production or transport costs, natural disasters, significant
disruptions in the supply of raw materials or semi-finished products, and terrorist attacks.
Any sudden and extended business disruption, due to the aforementioned events and other events, may
have a negative impact on the financial results of the Company. The use of products and distributors
involves also some additional risks and charges among which are the resolution of a contract and less
control on the supply/production chain. Any delay or defect in the supplied products or services, as well
as the disruption or termination of existing agreements without alternative solutions available in the
short term, can have a negative impact on the activities and financial results of Valsoia.
Risks related to relationships with purchasing centres
Valsoia offers its products to large scale retail distribution and boasts several hundred customers. In Italy,
within large scale retail distribution, it is normal practice that the execution of trade agreements with the
suppliers is carried out for the most part by a limited number of purchasing centres involving a large
portion of the Italian current distribution. Even if, despite the relative degree of independence of each
single affiliate, the possibility of the direct contact of Valsoia with the individual customers cannot be
excluded, each centre avails itself of a significant contractual power in defining terms and conditions,
and a possible termination of relationships with one or more of these centres may have a strong negative
impact on the financial results of the Company.
Therefore, Valsoia, given the recognition of its trademarks, the high reputation of the services associated
with its products and the efficient distribution network, has maintained for many years strong business
relationships with all the main Italian purchasing centres.
Risks related with the termination of distribution contracts on behalf of third parties
Currently, 2% of the Company’s revenue derives from the distribution of third-party products. A
termination of these relationships would have a negative impact on the financial results of the Company.
Risks associated with the spread of contagion by "COVID-19"
In line with the indications of the competent authorities, the Company has taken steps to guarantee the
safety of all employees, stakeholders and consumers also in order to ensure business continuity. Right
from the early stages of the health emergency, Valsoia S.p.A. has never stopped operating, restoring its
business in the production and marketing of food products.
In particular, Valsoia has set up an in-house crisis committee, which has been operative since the very
Valsoia S.p.A./Annual Financial Report at December 31, 2021
20
first day of the emergency. In general, right from the outset, the recommendations made and which
continue to apply, were:
- to demand that all company employees comply with the hygiene rules of conduct issued by the
Ministry of Health, informing them accordingly;
- to supply the toilets and common areas inside the offices and the establishment with antibacterial
detergents and alcohol-based hand solutions;
- to intensify sanitation operations in the work areas;
- to apply smart working solutions wherever possible, for office staff and only grant access to offices
once body temperature had been measured;
- to apply, without delay, the maximum safety procedures for the production site and offices
connected to the related activities (measurement of body temperature for all factory staff and all
external workers involved in logistics/production - use of protective masks in all departments -
careful verification of compliance with social distancing requirements pertaining to workstations);
- to suspend first, and thereafter limit to that strictly necessary, both commercial transfers and
business travel in general, including abroad.
Even after the reopening of all production activities, first, and commercial activities, later, Valsoia S.p.A.
has maintained all internal health safety protocols by giving the following indications:
- continuity of activation of smart working on a rotation basis, at least until the declared end of the
“health emergency” and simultaneous reduction of the workstations that can be occupied for each
office;
- different break hours from work;
- reporting of the maximum capacity envisaged at the entrance to all common areas.
From the point of view of business continuity, inventory levels and relationships with co-packers and
logistics platforms have been carefully analysed. The operational continuity of the logistics centres has
been verified and where possible a potential back up has been created. The co-packers have adopted
similar prudential solutions to protect continuity.
Other general risks
Risks related to the competition
Given the fact that the Company operates in the consumer-packaged food products sector, currently
characterised by increased dynamics without particularly high-entry barriers from a production
perspective, an increase in competition by current and new competitors operating in related sectors
cannot be excluded.
An additional increase in competition could have negative impacts on the profitability of the Company;
therefore, Valsoia, a company leader in the main market segments in which it operates, has been
developing for years a careful marketing policy aimed at strengthening its trademarks, already widely
recognised and established.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
21
Risks associated with the volatility of prices and availability of raw materials, packaging and energy
The prices of raw materials used by the Company are subject to the volatility of the relevant markets.
This situation also concerns the other costs for production, transport and distribution of the products
that are, in many cases, directly affected by the fluctuations in oil prices.
In this uncertain scenario, an increase in the prices of the raw materials used that would result in a
negative impact on the Company's margins cannot be precluded.
SIGNIFICANT EVENTS AFTER THE INTERIM PERIOD AND
B
USINESS OUTLOOK
In the period following the closure of the Annual Financial Report, for the months of January and
February 2022, there was still a growth in sales revenues for both Italian divisions (“healthy” and
“traditional” foods).
Foreign sales also continued to grow.
Moreover, since the beginning of the year, the Company has been dealing with the significant increase
in all procurement costs (raw materials, packaging, energy, transport, services) caused by the post-Covid
recovery and the consequent impact on inflation levels, in close negotiations with its suppliers and, on
the other hand, with all the dealers/distributors, both domestic and foreign, regarding the updating of
new price lists and sales conditions, which reflect the expected cost increase.
As regards the ordinary course of business, a number of new products and innovative lines were
introduced to the market, with special appreciation from retailers for a new line of vegetable ice creams,
“Gran Stecco”, destined for domestic and foreign markets.
The start of the management and marketing of Vallè margarine, in exclusive distribution as of January 1,
2022, is positive and currently in line with the assumptions of the Distribution Plan.
Finally, the strengthening of the direct presence in Sweden began, as planned, with the expansion of the
sales structure for the newly acquired “Swedish Green Food Company” and in Spain, with hiring of a
new KA manager.
In line with its plans, the Company is also strengthening the strategic areas of national and international
Consumer MKTG, R&D, Trade MKTG, Purchasing and Controlling, modifying and integrating
organisations and staff also through the hiring of new personnel.
Finally, during the first two months of 2022, the sec
ond Sustainability Report (2021) of a voluntary and
non-financial nature was completed for the benefit of the Company’s stakeholders.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
22
On February 21, 2022, the Russian Federation officially recognised two secessionist regions in eastern
Ukraine and authorised the use of military force in those territories. On February 24, 2022, Russian
troops entered Ukraine and began military operations in several locations. These operations, still ongoing
as of today’s date, have resulted in casualties, significant population dislocation, infrastructure damage,
and disruption of economic activity in Ukraine.
In response, multiple jurisdictions, including the EU, the UK, Switzerland, the US, Canada, Japan, and
Australia have announced initial tranches of economic sanctions on Russia (and in some cases Belarus).
From a commercial point of view, the Company has no ongoing direct relations with subjects resident in
the Russian and Ukrainian territories, neither with reference to sales flows nor to direct supply flows.
However, internal analyses are underway on the further negative impact on the supply costs of energy
and certain agricultural commodities.
The Company closely monitors the development of the situation in Ukraine, and is implementing
procedures aimed at monitoring the sanctioning measures published on the websites of the Official
Journal of the European Union, the European Council, the Financial Intelligence Unit - FIU and the
Financial Security Committee:
- Prohibition of establishing commercial, financial or any other kind of relations with subjects residing in
the Russian Federation and Ukraine;
- Strengthening of corporate data back-up policies, of the Disaster recovery procedure and of the
cybersecurity system in general
At this time, the Directors do not believe that the current conflict will result in material uncertainties
regarding the going concern assumption.
OTHER INFORMATION
Other information
P
ersonal Data Protection Code.
Valsoia, upon a Resolution issued by the Board of Directors on May 7, 2018, has adopted an
Organisational Model for the protection of personal information, pursuant to the Regulation (EU)
2016/679 (the “GDPR”). The Company has implemented during the year the activities provided for in
the Model and in the applicable laws and has appointed a Data Protection Officer (“DPO”) in order to
ensure the necessary reviews about the compliance by the Company with all the provisions in the areas
of privacy and security of personal information, as per the GDPR and the other applicable regulations.
Transactions carried out with the parent company and with related parties
In addition to transactions with the parent company and its subsidiaries and affiliates, Valsoia also carried
out transactions with related parties the economic and financial impact of which was not significant,
Valsoia S.p.A./Annual Financial Report at December 31, 2021
23
which were in any case carried out at arm's length. For further details, please refer to the Notes to the
Financial Statements.
In addition, on June 21, 2021, following the amendments made by Consob, by Resolution no. 21624 of
December 10, 2020 to its Related Party Transactions Regulation, Valsoia’s Board of Directors adapted
the procedure for existing related party transactions, incorporating the regulatory changes. For
additional information please refer to the procedure published on the website www.valsoiaspa.com .
Atypical and/or unusual transactions
Pursuant to CONSOB Communication DEM/6064293 of July 28, 2006, it is hereby specified that, other
than what has been indicated above, the Company has not carried out any atypical and/or unusual
transactions.
Management and co-ordination activities
Though controlled by Lorenzo Sassoli de Bianchi, the Chairman of the company, through Finsalute S.r.l.,
Valsoia S.p.A. is not subject to the management and coordination of the latter pursuant to Articles 2497
et seq. of the Italian Civil Code. This situation is demonstrated, inter alia, by Valsoia's independence in
its negotiations with customers, suppliers and the banking system.
Report on Corporate Governance and Ownership Structures
The Board of Directors has prepared the Report on Corporate Governance and Ownership Structure
required by Art. 123-bis of Legislative Decree 58/1998. This document is available for consultation on
the Company’s website www.valsoiaspa.com in the Investor Relations section.
Treasury shares disclosures
At 12/31/2021, the Company had no treasury shares in its portfolio.
Dividend bearing shares, convertible bonds and other securities issued by the Company
Neither dividend bearing shares nor bonds convertible into shares were issued.
Research and development activities
During the period, research and development activities continued in line with the Marketing Plans
objectives:
- verification of the qualitative performance of the Company's products in respect of market
benchmarks with the aim of maintaining our leadership position enjoyed in Quality;
- research and development of new products that represent the plant-based alternative to existing
products with high health performance as well as high organoleptic characteristics;
- research and development in the area of Santa Rosa jams, Piadina Loriana and Diete Tic, also in
market segments adjacent to the current products.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
24
Review of the existing product portfolio
The activities of the Company have also focused on the research of new variants in terms of the flavour
and/or nutritional or health properties of the products in the portfolio. The Company has also conducted
several sensory researches on the existing products and innovations, implementing the indications
obtained for improvements.
Information on energy savings
I
n 2021, Valsoia renewed its certification from the certification entity KiwaCermet pursuant to UNI ISO
50001 (Energy Management).
In 2021, approximately 2.4% (98,500 kWh) of electric power necessary for production was obtained
thanks for the photovoltaic plant installed in 2011.
Valsoia is not subject to the emission trading scheme as it does not own combustion plants with heating
power in excess of 20 MW.
In 2021, Valsoia received no definitive fines or penalties for environmental offences or damages.
Information on the Personnel
The table below shows the changes concerning the employees or similar personnel during 2021:
Personnel 12/31/2020
Resignations/
Terminations
Hires
Internal
movements
12/31/202
1
Change
Executives
10
10
-
Employees
and
managers
89 - 8 + 13 94 + 5
Factory
workers
23 - 1 + 3 25 +2
Co.co.co(*)
1
1
-
Total
123
130
(*) Coordinated and on-going cooperation (BoD members excluded)
In addition to the fixed personnel in the establishment included in the data above, in 2021 30,473 hours
of seasonal work were used for the production of ice cream (28,662 in 2020).
As shown by the results above, in 2021 the Company increased its workforce by 7 units.
The ratio between hirings and terminations shows a higher turnover of staff in the clerical area, which
also recorded 2 retirements.
Total annual sick leave days were approximately 527 (averaging nearly 4 days per person, up from 2020,
Valsoia S.p.A./Annual Financial Report at December 31, 2021
25
due in part to increases in COVID 19 infections as a result of general reopening measures).
It should be noted that, in order to further improve the level of occupational health and safety, reduce
progressively the costs and increase efficiency and services, in 2021, the Company implemented the
safety management system which had begun in 2008, pursuant to the UNI-INAIL guidelines of
September 28, 2001.
In order to meet the transparency obligations required by regulations, the “REPORT ON THE
REMUNERATION POLICY AND FEES PAID” was prepared pursuant to Art. 123-bis of the Consolidated
Finance Law and Art. 84-quater of the Issuers’ Regulation. This document is available on the Company’s
website at https://www.valsoiaspa.com/investor-relations/corpor
ate-governance/Assemblee
Investments in Valsoia S.p.A held by members of the bodies of
administration and control.
The table below shows the changes that took place during the year in the investments held by members
of the administration and control bodies, also through fiduciary companies or subsidiaries or held by
individuals that are very closely connected to them: under-age children and non legally-separated
spouses:
Name and surname
Positi
on
Number of
shares at
12/31/2020
%
Share
Cap.
Number of
shares
purchased in
the Period
Number of
shares sold in
the Period
Number of
shares as at
12/31/2021
%
Share Cap.
Lorenzo Sassoli de Bianchi
A
6,533,526
61.176
-
-
6,533,526
61.013
Marco Montefameglio (a)
E
774,778
7.254
-
-
774,778
7.235
Cesare Doria de Zuliani (b)
D
258,253
2.418
-
-
6,400
251,853
2.352
Furio Burnelli (c)
B
958,357
8.973
-
-
958,357
8.950
Gregorio Sassoli de Bianchi
E
2,000
0.019
-
-
2,000
0.018
Susanna Zucchelli
E
-
-
-
-
-
Francesca Postacchini
E
-
-
-
-
-
Gianfranco Tomassoli
F
-
-
-
-
-
Massimo Mezzogori
G
-
-
-
-
Claudia Spisni
G
-
-
-
-
Andrea Panzani
C, H
38,636
0.362
10,000
-4,434
44,202
0.413
Camilla Chiusoli
E
-
-
-
-
-
Patrizia Fogacci
E
4,637
0.043
3,000
-
7,637
0.071
A Chairman of the Board of Directors
Valsoia S.p.A./Annual Financial Report at December 31, 2021
26
B Deputy Chairman of the Board of Directors
C CEO
D Honorary Chairman
E Director
F Chairman of the Board of Statutory Auditors
G Statutory Auditor
H General Manager
(a) shares held through the company GALVANI FIDUCIARIA (in which Mr. Marco Montefameglio holds the position of Sole Director). It
should be noted that Galvani Fiduciaria is trustee of the KOBRA trust, holder of the entire shareholding of Mr. Ruggero Ariotti who passed
away on May 13, 2020.
(b) Mr. Cesare Doria de Zuliani passed away on October 14, 2021.
(b) includes the shares held by spouse Angela Bergamini
NOTES
Valsoia S.p.A is a joint stock company with registered office in Italy, in Bologna, at Via Barontini no. 16/5,
registered at the Bologna Business Registry Office, with fully paid-up share capital of EUR 3,533,772.66,
listed on the Euronext stock market of the Italian Stock Exchange.
These Financial Statements were prepared in compliance with the International Financial Reporting
Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and endorsed by the
European Union, and they are in compliance with the provisions issued in implementation of Article 9
of Legislative Decree 9/2005, as has been done in previous financial years.
The term IFRS includes all the revised International Accounting Standards (“IAS”) and all the
interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), formerly
known as the Standing Interpretations Committee (“SIC”).
These Financial Statements for financial year 2021 have been drafted in compliance with CONSOB
Regulation no. 11971 of May 14, 1999, as amended by CONSOB Resolution no. 14990 of April 14,
2005.
As required by CONSOB Communication no. DEM/6064293 of 7/28/2006, we hereby specify that the
classifications of income statement items contained in this Directors’ Report reflect exactly the Financial
Statements.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
27
ALLOCATION OF PROFIT FOR THE PERIOD
Dear Shareholders, the Financial Statements that we submit to your attention show a profit of EUR
7,364,511.26
We propose to allocate:
- to the extraordinary reserve: EUR 3,295,318.50
- a dividend of EUR 0.38 for each of the
10,708,402 shares totalling: EUR 4,069,192.76
We hereby propose that the dividends be paid on May 11, 2022, with record date May 10, 2022 and
ex-dividend date of May 9, 2022.
/
B
ologna, March 17, 2022.
The Chairman of the Board of Directors
Lorenzo Sassoli de Bianchi
Valsoia S.p.A./Annual Financial Report at December 31, 2021
28
Annual Financial Report at December 31, 2021
Annual Financial
Statements
3 /
ACCOUNTING STATEMENTS
FIGURES IN EUROS
STATEMENT OF FINANCIAL POSITION NoteS December 31, 2021 December 31, 2020
CURRENT ASSETS
C
ash ah cash equivalents (1) 41,245,097 29,568,134
Trade receivables, net (2) 8,318,104 6,944,151
Inventories (3) 9,079,435 8,528,435
Other current assets (4) 1,043,390 1,290,545
Total current assets 59,686,026 46,331,265
NON-CURRENT ASSETS
Goodwill (5) 17,453,307 17,453,307
Intangible assets (6) 26,558,687 27,128,049
Property, plant and equipment (7) 9,929,428 9,547,894
Fixed assets for right of use (8) 2,354,971 1,918,593
Financial assets (9) 389,722 110,000
Deferred tax assets (10) 0 291,432
Other non - current assets (11) 80,378 131,315
Total non - current assets 56,766,493 56,580,590
TOTAL ASSETS 116,452,519 102,911,855
Valsoia S.p.A./Annual Financial Report at December 31, 2021
30
STATEMENT OF FINANCIAL POSITION Notes December 31, 2021 December 31, 2020
CURRENT LIABILITIES
C
urrent payables due to banks (12) 3,832,643 2,625,206
Short-term operative lease payables (Ifrs 16) (13) 639,027 542,782
Trade payables (14) 16,063,366 15,277,564
Tax payables (15) 966,369 701,532
Provision for risks (16) 301,227 321,057
Other current liabilities (17) 2,989,681 2,825,037
Total current liabilities 24,792,313 22,293,178
NON - CURRENT LIABILITIES
Non-current payables due to banks (18) 9,718,921 3,551,223
M/L-term operative lease payables (Ifrs 16) (19) 1,711,398 1,369,822
Other tax payables (20) 405,214 290,986
Provision for deferred tax (21) 808,824 0
Provision for post-employment benefits (22) 380,048 395,002
Total non-current liabilities 13,024,405 5,607,033
SHAREHOLDERS' EQUITY
(23)
Share Capital 3,533,773 3,524,533
Legal Reserve 700,605 700,605
Revaluation reserve 29,377,470 26,423,946
IAS/IFRS adjustments reserve (1,202,290) (1,202,290)
Other reserve 38,861,732 37,910,740
Profit/(loss) for the period 7,364,511 7,654,110
Total Shareholders' equity 78,635,801 75,011,644
TOTAL 116,452,519 102,911,855
Valsoia S.p.A./Annual Financial Report at December 31, 2021
31
ACCOUNTING STATEMENTS
FIGURES IN EUROS
INCOME STATEMENT Notes December 31, 2021 December 31, 2020
VALUE OF PRODUCTION (
24)
Revenue from sales and services 90,953,246 83,460,541
Changes in inventories of finished goods 176,894 2,167,045
Other revenue and income 1,857,243 1,158,701
Totale value of production 92,987,383 86,786,287
OPERATING COSTS (25)
Purchases (49,392,954) (43,862,518)
Services (18,457,742) (17,924,739)
Cost of use of assets owned by other, of third party assets (179,946) (148,239)
Labour costs (10,853,751) (10,711,084)
Changes in raw materials inventory 374,106 (422,254)
Other overheads (1,262,655) (1,747,829)
Total operating costs (79,772,942) (74,816,663)
GROSS OPERATING RESULT 13,214,441 11,969,624
Amortisation, depreciation and write-downs of fixed assets (26) (2,477,767) (2,565,178)
NET OPERATING RESULT 10,736,674 9,404,446
Net finanxial income/(charges) (27) (69,085) (112,485)
PRE-TAX PROFIT (LOSS) 10,667,589 9,291,961
TAXES (28)
Income taxes (1,532,459) (1,548,831)
Deferred tax assets/liabilities (1,100,256) 121,080
Non-current tax effetcs (670,363) (210,099)
Total taxes (3,303,078) (1,637,850)
PROFIT/(LOSS) FOR THE PERIOD 7,364,511 7,654,111
Basic EPS (29) 0.688 0.717
Diluite EPS 0.683 0.718
Valsoia S.p.A./Annual Financial Report at December 31, 2021
32
FIGURES IN EUROS
STATEMENT OF COMPREHENSIVE INCOME Notes December 31, 2021 December 31, 2020
PROFIT/(LOSS) FOR THE PERIOD 7
,364,511 7,654,111
OTHER COMPREHENSIVE INCOME/(EXPENSE) WHICH MAY BE SUBSEQUENTLY
RECLASSIFIED TO PROFIT/(LOSS) FOR THE PERIOD 0 0
Total 0 0
OTHER COMPREHENSIVE INCOME/(EXPENSE) WHICH WILL NOT BE SUBSEQUENTLY
RECLASSIFIED TO PROFIT/(LOSS) FOR THE PERIOD
Actuarial gains/(losses) for IAS 19 (1,424) (23,987)
Total (1,424) (23,987)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (LOSS) 7,363,087 7,630,124
ACCOUNTING STATEMENTS
Valsoia S.p.A./Annual Financial Report at December 31, 2021
33
FIGURES IN EUROS
STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED AT December 31, 2021 December 30, 2020
(EURO 000)
A Opening current net cash 26,942,928 33,655,790
B Cash flow from operating activities for the period
. Profit/(Loss) for the period 7,364,511 7,654,110
. Taxes for the period 3,303,078 1,637,850
. Net financial (income)/charges 69,085 112,485
. Ammortisation, depreciation and write-down of fixed assets 2,477,767 2,565,179
. Capital (gains) - Losses from asset disposal (211,277) (2,121)
. Charges for SOP (Stock Option Plans) 310,383 746,939
. Net change in other provisions 496,517 340,727
- Cash flow from operating activities before changes in working capital 13,810,064 13,055,169
(Increase) / Decrease in trade receivables (1,429,220) 1,033,900
(Increase) / Decrease in Inventories (808,606) (1,761,281)
Increase / (Decrease) in trade payables 785,802 3,522,198
(Increase) / Decrease in other credits 161,536 (264,467)
Increase / (Decrease) in other debits (72,834) 179,709
- Changes in Working Capital (1,363,322) 2,710,059
Total (B)
1
2,446,741 15,765,228
C Income tax paid (1,456,855) (337,117)
D Cash flow from/ (used in) investment activities
-
Net increases in property, plan and equipment
(1,613,845) (1,478,718)
-
Net increases in intangble assets (114,800) (359,451)
Net investment in financial fixed assets (279,722) 0
-
Purchase of the company brand "Loriana" 0 (12,980,000)
Total (D)
(2,008,367) (14,818,169)
E Cash flow from / (used in) financial activities
Receipts from issuance of shares from SOP plan 2019-2022 9,240 7,392
Increase/(decrease) in medium/long-term loans 6,167,698 (2,602,963)
Increase/(decrease) for Leasing payables (561,294) (564,707)
Net financial income/(charges) (69,085) (112,485)
Dividends (4,058,553) (4,050,041)
Total (E)
1
,488,006 (7,322,804)
F Cash flow for the period (B+C+D+E) 10,469,526 (6,712,862)
G Closing current net cash (A+F) 37,412,454 26,942,928
ACCOUNTING STATEMENTS
Valsoia S.p.A./Annual Financial Report at December 31, 2021
34
FIGURES IN EUROS
STATEMENT OF CHANGES IN EQUITY
SHARE
CAPI
TAL
LEGAL
RESERVE
REALIGNMEN
T RESERVES
ADJUST.
RESERVE
IAS/IFRS
OTHER
RESERVES
PROFIT/
(LOSS)
FOR THE
PERIOD
TOTAL
SHAREHOLD
ERS' EQUITY
BALANCE AS AT DECEMBER 31, 2019 3,517,141 700,605 23,103,715 (1,202,290) 37,353,627 7,204,432 70,677,230
2020 changes
Allocation of profit for FY 2019:
- divided distribution
(4,050,041) (4,050,041)
- reserves
3,154,390 (3,154,390)
CS increase for 2019-2022 SOP
7,392 7,392
Reclassification of reserves
3,320,231 (3,320,231) 0
SOP charges
746,939 746,939
Comprehensive income/(loss)
- Result of the period
7,654,111 7,654,111
- Other components of the income statement
(23,987) (23,987)
BALANCE AS AT DECEMBER 31, 2020 3,524,533 700,605 26,423,946 (1,202,290) 37,910,738 7,654,112 75,011,644
2021 changes
Allocation of profit for FY 2020:
- divided distribution
(4,058,553) (4,058,553)
- reserves
3,595,558 (3,595,558) 0
0
CS increase for 2019-2022 SOP
9,240 9,240
Reclassification of reserves
2,953,524 (2,953,524) 0
SOP charges
310,383 310,383
Comprehensive income/(loss)
0
- Risult of the period
7,364,511 7,364,511
- Other components of the income statement
(1,424) (1,424)
BALANCE AS AT DECEMBER 31, 2021
3,533,773 700,605 29,377,470 (1,202,290) 38,861,731 7,364,512 78,635,801
ACCOUNTING STATEMENTS
Valsoia S.p.A./Annual Financial Report at December 31, 2021
35
NOTES TO THE FINANCIAL STATEMENTS
Introduction
V
alsoia S.p.A. (hereinafter “Valsoia” or the “Company”) is a joint stock company established in Italy, registered
with the Companies Register of Bologna, with fully paid-up share capital of EUR 3,533,772.66, with registered
office in Italy, Bologna, Via Barontini 16/5, listed on the MTA of Borsa Italiana S.p.A.
These Financial Statements for the financial year that ended on December 31, 2021 have been drafted in
compliance with CONSOB Regulation no. 11971 of May 14, 1999, as amended by CONSOB Resolution no.
14990 of April 14, 2005.
These Financial Statements were prepared in compliance with the International Financial Reporting Standards
(“IFRS”) issued by the International Accounting Standards Board (“IASB”) and endorsed by the European Union,
and they are in compliance with the provisions issued in implementation of Article 9 of Legislative Decree
9/2005, as in previous financial years. The term IFRS includes all the revised International Accounting Standards
(“IAS”) and all the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”),
formerly known as the Standing Interpretations Committee (“SIC”).
Valsoia, at the closing date of the financial year, holds a controlling equity investment in Valsoia Pronova d.o.o.
(SLO) and in the Swedish Green Food Co. AB. In consideration of the non-substantial impact of the financial
figures of the Subsidiaries (See Note 9), Valsoia does not prepare consolidated Financial Statements. As
provided for in the relevant accounting standards, Group reports will be prepared when considered relevant in
terms of complete information on the financial and business results of the Group. The relevance will be based,
inter alia, on the impact of the financial position and business volume shown by the subsidiaries, any
indebtedness pertaining to them and any other factors that may be relevant for the user of the Financial
Statements.
The Financial Statements include:
• the statement of the financial position at December 31, 2021, compared with the results of December 31,
2020. The statement of financial position provides a classification based on the current, or non-current,
nature of the items comprising it, and in particular:
- current assets are represented by cash or cash equivalents, by assets that are expected to be
realised, sold or consumed during the ordinary operations of the company, by assets held for
trading, by assets that are expected to be realised within twelve months from the reporting date.
All other assets are classified as non-current.
- current liabilities are the liabilities that will be presumably extinguished during the ordinary
Valsoia S.p.A./Annual Financial Report at December 31, 2021
36
operations of the company or within 12 months from the reporting date, or the liabilities that do
not have an unconditional right to the deferral of their extinction beyond twelve months. All other
liabilities are classified as non-current. Pursuant to CONSOB Resolution no. 15519 of July 27,
2006, the financial effects of the transactions with related parties, if significant, are recognised
separately in the statement of financial position.
• The income statement for FY 2021, compared with the income statement of the previous year. In
particular, it must be noted that the adopted income statement, compliant with the IAS 1 provisions,
shows the following interim result, not defined as an accounting measurement according to the IFRSs
(therefore it is possible that the definition criteria of such interim results may not be consistent with those
adopted by other companies), since the Company's Directors believe that it contains significant
information for understanding the Company's results:
- EBITDA: comprises the Net profit (loss) for the period, before taxes, gains and losses arising from
financial operations, amortisation/depreciation and write-downs of fixed assets carried out during
the relevant period.
Furthermore, pursuant to CONSOB Resolution no. 15519 of July 27, 2006, we note that the effects of the
transactions with related parties and of the significant non-recurring events and transactions and/or
atypical/unusual income transactions are shown separately in the income statement, if significant.
• The statement of cash flows for FY 2021, compared with the statement of cash flows of the same period
of last year. In preparing the statement of cash flows, the indirect method – by which the profit or loss of
the period is adjusted based on the effects of non-monetary operations, by any deferral or allocation of
previous or future operating income or payments and by items of costs and revenues related to the
financial flows arising from investment or financial activities – was adopted. To ensure a better
presentation of the cash flow information, the items "Deferred tax assets and liabilities" and "Provision
for post employment benefits" were restated from previous years.
• The statement of changes in equity for years 2021 and 2020.
• These Notes to the Financial Statements. The Tables in the Explanatory Notes indicate, for the purpose
of a better comparison of the Financial Statement data, the comparison between the data as at December
31, 2021 and data as at December 31, 2020.
The Financial Statements related to the period ended on December 31, 2021, were prepared in Euro, the
functional currency of the Company. They consist of the statement of financial position, the income statement
and the statement of comprehensive income, the statement of cash flows, the statement of changes in equity and
Valsoia S.p.A./Annual Financial Report at December 31, 2021
37
the notes to the Financial Statements. All the figures shown in the Notes are expressed in EUR thousand, unless
otherwise indicated. The separate financial statements are audited by KPMG S.p.A. on the basis of the
appointment made by the Shareholders' Meeting of April 23, 2015 for the period 2015-2023. The Directors
authorised the publication of these separate Financial Statements on March 17, 2022. The Shareholders' Meeting
called to approve the Financial Statements has the right to request amendments to the financial statements.
New accounting standards, amendments and interpretations ratified by the European
Union and entered into effect at the start of the period beginning on January 1, 2021
The accounting standards, amendments and interpretations in effect from January 1, 2021 and endorsed by the
European Commission are shown below:
On May 18, 2017, the IASB published the new standard IFRS 17 Insurance Contracts, which replaces the current
IFRS 4. The new standard on insurance contracts aims to increase transparency on the sources of profit and the
quality of profits made and to ensure a high level of comparability of results by introducing a single revenue
recognition standard that reflects the services provided.
With Regulation (EU) No. 2020/2097 of December 15, 2020, published in the Official Journal of the European
Union on December 16, 2020, the IASB document "Extension of Temporary Exemption from the Application of
IFRS 9 (Amendments to IFRS 4 Insurance Contracts)" was adopted.
Entities with a predominantly insurance business have the option to continue to apply the provisions of IAS 39
Financial Instruments: Recognition and Measurement for the classification and measurement of financial
instruments until IFRS 17 Insurance Contracts, which will replace the current IFRS 4, becomes effective.
The temporary exemption from the application of IFRS 9 Financial Instruments is envisaged in order to avoid the
volatility of the profit/(loss) for the financial year caused by the asymmetry between the valuation criteria
envisaged by IFRS 9 for financial assets and the valuation criteria of IFRS 4 for liabilities linked to insurance
business.
In June 2020, the IASB Board decided to postpone the effective date of IFRS 17 from January 1, 2021 to January
1, 2023; the deadline for the temporary exemption to apply IFRS 9 was also consistently extended by two years
Although the document published by the IASB does not include a specific effective date, the European
endorsement regulation states that the amendments to IFRS 4 must be applied starting on January 1, 2021 for
financial years beginning on or after January 1, 2021.
The introduction of the new standard did not have any significant effects on the financial report as of December
31, 2021.
On January 14, 2021, Commission Regulation (EU) 2021/25 of January 13, 2021 amending Regulation (EC) No.
1126/2008 implementing at European level the amendments adopted on August 27, 2020 by the International
Accounting Standards Board of “Reform of interest rate reference indices - Phase 2 - Amendments to IFRS 9, IAS
39, IFRS 7, IFRS 4 and IFRS 16” was published, taking into account the consequences of effectively replacing
existing interest rate reference indices with alternative reference rates. These amendments provide for a specific
accounting treatment to allocate over time changes in the value of financial instruments or leasing contracts due
Valsoia S.p.A./Annual Financial Report at December 31, 2021
38
to the replacement of the reference index for determining interest rates, thus avoiding immediate repercussions
on the profit (loss) for the year and unnecessary terminations of hedging relationships following the replacement
of the reference index for determining interest rates. These amendments to the Regulations did not have a material
impact on the financial report as of December 31, 2021.
Regulation (EU) No. 2021/1421 of August 30, 2021, published in the Official Journal of the European Union on
August 31, 2021, adopted the “Rent Abatement Related to Covid-19 after June 30, 2021 (Amendment to IFRS
16 Leases),” which was approved by the IASB Board on March 31, 2021 and expanded the scope of the practical
expedient for accounting for “rent abatements” obtained by lessees as a direct result of the Covid-19 pandemic.
With the 2021 Amendment, the IASB published amendments to IFRS 16 that move from June 30, 2021 to June
30, 2022, the final date to take advantage of the practical expedient for measuring leases where renegotiated
lease payments have occurred as a result of Covid-19. The lessee may elect to account for the abatement as a
variable fee in the period in which a lower payment is recognised.
For the IASB, the 2021 Amendment is applicable from the Financial Statements of fiscal years beginning on or
after April 1, 2021, but early application is still permitted to the Financial Statements of prior years whose
publication has not yet been authorized as of March 31, 2021. Given that the EU endorsement regulation was
published after the date on which the IASB document came into force, the European Commission deemed it
appropriate to apply the provisions of the endorsement regulation retroactively. Specifically, Article 2 of the EU
regulation states that “companies shall apply [the amendment to IFRS 16] from April 1, 2021 for fiscal years
beginning on or after January 1, 2021 at the latest.”
The provisions are applied retroactively and provide for the recognition of the cumulative effects in the opening
shareholders’ equity of the first annual Financial Statements to which the amendment to IFRS 16 is applied.
The following is a list of documents applicable beginning with the Financial Statements for fiscal years beginning
on January 1, 2021 described above:
Document Title Issue date Effective date
EU endorsement
regulation and
publication date
Extension of the temporary exemption
from the application of IFRS 9
(Amendments to IFRS 4)
June 25, 2020 January 1, 2021
December 15, 2020
(EU) 2020/2097
December 16, 2020
Reform of interest rate reference
indices - Phase 2 - (Amendments to
IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS
16)
August 27, 2020 January 1, 2021
January 13, 2021
(EU) 2021/25
January 14, 2021
Valsoia S.p.A./Annual Financial Report at December 31, 2021
39
Concessions on fees related to COVID-
19 after June 30, 2021 (Amendment to
IFRS 16)
March 31, 2021 April 1, 2021 (*)
August 30, 2021
(EU) 2021/1421
August 31, 2021
(*) IASB Board Document: entry into force commencing upon financial years starting on or after April 1, 2021; Early application is also allowed
for Financial Statements not authorised for publication by March 31, 2021 (date of publication of the amendment to IFRS 16)
EU endorsement: the provisions of the EU endorsement regulation have retroactive effect and, therefore, the
amendment to IFRS 16 must be applied no later than April 1, 2021 for financial years beginning on or after January
1, 2021
These amendments to the Regulations did not have a significant impact on the Financial Report as at December
31, 2021
ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED BY THE
EU AND EFFECTIVE FROM JANUARY 1, 2022
The accounting standards, amendments and interpretations in effect from January 1, 2022 and endorsed by the
European Commission are shown below:
The following documents published by the IASB Board on May 14, 2020 were adopted by effect of Regulation
(EU) No. 2021/1080 of June 28, 2021, published in the Official Journal of the European Union on July 2, 2021:
Amendments to IFRS 3 - Reference to the Conceptual Framework: the amendments update the reference in IFRS
3 to the Conceptual Framework in the revised version, without entailing any changes to the provisions of the
standard. With the amendment to IFRS 3, the new definitions of assets and liabilities in the new Conceptual
Framework published in March 2018 will have to be used to identify the assets and liabilities of the acquiree, with
the exception of liabilities assumed in the acquiree, which after the acquisition date are accounted for in
accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Taxes.
Amendments to IAS 16 - Property, plant and equipment: proceeds before intended use: the IASB Board has
clarified that the proceeds from the sale of goods produced by an asset during the period prior to the date on
which the asset is in the location and condition necessary for its operation in the manner intended by management
must be recognised in profit/(loss) for the period. As a result of the above amendment, it will no longer be
permitted to recognise as a direct reduction of the cost of the asset income from the sale of goods produced
before the asset is available for use, for example, from the sale of samples produced during the testing phase of
the proper functioning of the asset;
Amendments to IAS 37 - Onerous Contracts - Cost of Fulfilling a Contract: the IASB Board clarified that the costs
necessary for fulfilling a contract include all costs directly related to the contract and, therefore, include
• incremental costs, i.e., costs that would not have been incurred in the absence of the contract (e.g., raw
materials, direct labour costs, etc.)
• a portion of other costs that, although not incremental, are directly related to the contract (e.g., portion
of depreciation of assets used to perform the contract).
The IASB Board, moreover, confirmed that, before recognising a provision for an onerous contract, the entity must
recognise any impairment losses on non-current assets, and clarified that impairment losses must be determined
Valsoia S.p.A./Annual Financial Report at December 31, 2021
40
with reference not only to assets fully dedicated to the contract, but also to other assets that are partially used to
fulfill the contract;
Improvements to IFRS - 2018-2020 cycle (Amendments to IFRS 1, IFRS 9 and IAS 41): the Improvements to IFRS
Standards are the result of the annual improvement process aimed at resolving non-urgent issues related to
inconsistencies or unclear terminology identified in the International Financial Reporting Standards. It should be
noted that the document "Improvements to IFRS - 2018-2020 cycle" also includes an amendment to IFRS 16 that
is not subject to endorsement by the European Union, as it relates to an illustrative example that is not an integral
part of IFRS 16.
These amendments, which were endorsed by the European Union on June 28, 2021 (EU Regulation No.
2021/1080), will apply from fiscal years beginning on January 1, 2022, and are not expected to have a material
impact on the Company’s Financial Statements. Advanced application is allowed.
The following is a list of documents applicable beginning with the Financial Statements for fiscal years beginning
on January 1, 2022 described above:
Document Title Issue date Effective date
EU endorsement
regulation and
publication date
Property, plant and equipment -
Income before use (Amendments to
IAS 16)
May 14, 2020 January 1, 2022
June 28, 2021
(EU) 2021/1080
July 2, 2021
Onerous contracts - Costs necessary to
fulfill a contract (Amendments to IAS
37)
May 14, 2020 January 1, 2022
June 28, 2021
(EU) 2021/1080
July 2, 2021
Reference to the Conceptual
Framework (Amendments to IFRS 3)
May 14, 2020 January 1, 2022
June 28, 2021
(EU) 2021/1080
July 2, 2021
Improvements to IFRS Standards
(2018-2020 cycle)<
[Amendments to IFRS 1, IFRS 9, IFRS 16
(*) and IAS 41]
May 14, 2020 January 1, 2022
June 28, 2021
(EU) 2021/1080
July 2, 2021
(*) The amendment to IFRS 16 has not been endorsed by the European Union because the amendment refers to an illustrative example that
is not an integral part of the Standard.
IFRS accounting standards, amendments and interpretations not yet ratified by the
European Union
It should be noted that these documents will only be applicable once they have been approved by the EU:
Document Title Issue date Effective date
EU endorsement
regulation and
publication date
Valsoia S.p.A./Annual Financial Report at December 31, 2021
41
IFRS 17 Insurance Contracts (including
amendments published on June 25, 2020)
May 18, 2017June
25, 2020
January 1, 2023
November 19,
2021<
(EU) 2021/2036<
November 23,
2021
Classification of liabilities as current or
non-current (amendments to IAS 1) +
Deferral effective date (*)
January 23, 2020<
July 15, 2020
January 1, 2023 TBD
Disclosure of accounting policies
(Amendments to IAS 1 and IFRS Practice
Statement 2)
February 12, 2021 January 1, 2023 TBD
Definition of accounting estimates
(Amendments to IAS 8)
February 12, 2021 January 1, 2023 TBD
Deferred taxes related to assets and
liabilities arising from a single transaction
(Amendments to IAS 12)
May 7, 2021 January 1, 2023 TBD
Initial application of IFRS 17 and IFRS 9 -
Comparative information (Amendment to
IFRS 17)
December 9, 2021 January 1, 2023 TBD
(*) A project is underway by the IASB Board to modify the requirements of the document published in 2020 and to postpone its entry into
force to January 1, 2024. The Exposure Draft was released on November 19, 2021.
List of documents not subject to EU endorsement:
Document Title Issue date Effective date EU endorsement
IFRS 14 Regulatory Deferral Accounts January 30, 2014 January 1, 2016 (*) Unscheduled
Sale or Contribution of Assets between
an Investor and its Associate or Joint
Venture (Amendments to IFRS 10 and
IAS 28)
September 11,
2014<
December 17, 2015
Indefinite (**) Unscheduled
(*) IFRS 14 entered into force on January 1, 2016, but the European Commission has decided to suspend the approval process pending the
new accounting standard on “rate-regulated activities”.
(**) In December 2015, the IASB Board published the document "Effective date of amendments to IFRS 10 and IAS 28", by which it removed
the mandatory effective date (which was scheduled to become effective on January 1, 2016) pending completion of the equity method project.
CHANGES TO ACCOUNTING STANDARDS
This Annual Financial Report has been prepared using the same accounting standards applied by the Company for
the preparation of the Financial Statements at December 31, 2020.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
42
FINANCIAL RISK MANAGEMENT
Please see the Annual Financial Report - Directors' Report.
MEASUREMENT CRITERIA AND ACCOUNTING STANDARDS
These Financial Statements have been drawn up in compliance with the International Financial Reporting
Standards (“IFRS”) issued by the Accounting Standards Board (“IASB”) and endorsed by the European Union. For
this purpose, “IFRS” includes also the International Accounting Standards (IAS) currently in effect, as well as all
interpretation documents issued by the International Financial Reporting Interpretations Committee (“IFRIC”),
known formerly as the Standing Interpretations Committee (“SIC”). In preparing these Financial Statements, the
accounting standards adopted do not differ materially from those used for the preparation of the Financial
Statements last year.
MEASUREMENT CRITERIA
These annual financial statements have been prepared on the basis of the historical cost principle, except for any
fair value measurement where specifically indicated in the notes, and on a going concern basis. Indeed, Directors
gave careful consideration as to the assumption of the business being a going concern when preparing these
annual financial statements and came to the conclusion that there could be no doubt on the matter.
The main accounting standards adopted are explained hereto.
Goodwill
This item refers to the goodwill recorded at the time of acquisitions and/or mergers by incorporation, such as
the goodwill related to the “Santa Rosa”, “Diete.Tic” and “Loriana” Cash-Generating Units (hereinafter the
“CGUs”), already recorded in the previous Financial Statements, and respectively generated as a result of:
- the merger by incorporation of J&T Italia S.r.l., which took place during 2012,
- the acquisition of the “Diete.Tic” Business Unit in 2017, recording in Assets, under Goodwill, an item referring
to the positive variance between the value of the business unit acquired and the fair value of the individual
assets that comprised it at the time of acquisition,
- the acquisition of the “Loriana” business unit during the 2020 financial year, by entering under Assets, in
Goodwill, an item referring to the positive difference between the value of the business unit acquired and the
fair value of the individual assets comprising it at the time of acquisition.
After initial booking, goodwill is reduced for impairment, calculated using the procedures described below
(“impairment test”). In particular, goodwill is subject to recoverability analysis every year, or a more frequently
Valsoia S.p.A./Annual Financial Report at December 31, 2021
43
if events or circumstances suggest that impairment may apply. More generally, as at the acquisition date,
goodwill is allocated to each of the cash generating units expected to benefit from the synergies deriving from
the acquisition. Any impairment is identified through valuations based on the ability of each unit to generate
cash flows that will ensure recovery of the portion of goodwill allocated to it. If the recoverable amount of the
cash generating unit is lower than the carrying amount attributed, the related impairment loss is recognised.
This impairment is not reversed if the reasons that caused it no longer exist.
At the time of the disposal of part or all of the business previously acquired, if that acquisition had generated
goodwill, account is taken of the residual value of the goodwill when determining any capital gains or losses on
disposal.
Goodwill is not amortised; for more details on the impairment tests made, please refer to the paragraph below
entitled “Impairment testing”.
Intangible assets
Intangible assets consist of non-monetary elements able to generate future economic benefits, which are
identifiable but have no physical consistency.
These items are recognised at their acquisition and/or production cost, including expenses directly attributable
to rendering the asset available for use, net of any impairment, except if they have been acquired as part of an
acquisition process, which provides for their evaluation at fair value.
The useful life of the intangible assets is considered as either definite or indefinite.
The intangible assets with a definite life are amortised based on their useful life and subject to impairment
testing whenever there are indications that impairment may have taken place. The period and method of
amortisation applied to them are re-examined at the end of each financial year or more frequently if necessary.
The changes in the useful life and procedures according to which future economic benefits connected to the
intangible assets are gained by the company are recognised by modifying the period or the method of the
amortisation and handled as amendments to the accounting estimates. The portion of the amortisation of the
intangible assets with a definite useful life is recognised in the income statement under the cost category that
is appropriate for the function of the intangible asset.
The intangible assets with an indefinite useful life are tested for impairment every year at the cash generating
unit level. No amortisation has been recognised for such assets. The useful life of an intangible asset with an
indefinite life is re-examined annually to ascertain that the conditions continue to exist for this classification.
Trademarks
These are recognised at their acquisition cost or, i
f they have been acquired as part of a company acquisition,
based on their estimated fair value pursuant to the International Accounting Standards.
The Directors have decided, pursuant to the recommendations of the International Accounting Standards (and
IAS 38 in particular), to consider the “Santa Rosa” trademark as having an indefinite life. The “Santa Rosa”
Valsoia S.p.A./Annual Financial Report at December 31, 2021
44
trademark is classified among intangible assets with an indefinite duration, and therefore it is not amortised,
based, inter alia, on the following reasons:
• it has a priority role in the Valsoia strategy;
• the trademark is owned and appropriately registered and constantly protected, pursuant to the law, with
options for the renewal of the legal protection at the expiry of the registration periods, with limited costs
incurred;
• the products marketed by the Company under this trademark are not subject to technological
obsolescence, as is also typical of the food sector in which the Company operates;
• the sector of reference of the “Santa Rosa” trademark shows characteristics of stability with a limited
impact from product innovation or changes in the market demand;
• the level of trade investments needed to obtain the financial benefits expected from this business sector
is sustainable for the Company and falls within the scope of the corporate strategies.
As provided for in the reference accounting standards, the congruence of the value of the “Santa Rosa”
trademark recognised in the Financial Statements is verified, at least annually, through an impairment test based
on the criteria described in the following paragraph “Impairment Testing”.
The “Diete.Tic” and “Loriana” brands, not having the same characteristics as the “Santa Rosa” brand in terms of
its history, awareness and degree of maturity of the reference market, have not been evaluated by the Directors
with an indefinite useful life and are therefore subject to amortisation on the basis of an estimated life of 15
years.
Industrial patents and intellectual property rights
The licenses acquired which are relative to software
are capitalised based on the costs incurred for their
purchase and to render them available for use. Amortisation is calculated using the straight-line method across
their useful life, which is estimated at 5 years. The costs associated with the development of software programs
are recognised as a cost when they are incurred.
Intangible assets generated internally – research and development costs
Research costs are entered in the income statement in the period in which they are incurred.
The intangible assets which are generated internally, resulting from the development of products by the
Company, are recognised under assets only if the following terms and conditions are fulfilled:
• the asset is identifiable,
• it is probable that the asset will generate future economic benefits,
• the development costs of the assets can be measured reliably.
These intangible assets are eventually amortised using the straight-line method across their relative useful lives.
When the internally generated assets do not possess the above-mentioned requirements, the development
costs are allocated to the income statement in the year in which they are incurred.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
45
Property, plant and equipment
Property, plant and equipment are recognised at their historical cost, net of accumulated depreciation and any
write-downs for impairment. Furthermore, the cost includes every expense which is directly incurred to render
the asset available for use. Any interests payable relative to the construction of property, plant and equipment
are capitalised and depreciated throughout the life of the class of assets which they are stated under, as
required by IAS 23.
For certain property, plant and equipment, during transition to IFRSs, the Company has decided to adopt, rather
than the original cost on the date the asset was purchased, the revalued amount in application of specific
revaluation laws, since on the date the revaluations were applied, the new value of the assets approximated
their market value.
The costs incurred for maintenance and repairs of an ordinary nature are directly allocated to the income
statement of the financial year in which they were incurred.
The capitalisation of the costs inherent in the expansion, updating or improvement of the structural elements
which are owned or belong to third parties, is carried out only if they fulfil the requirements for a separate
classification as assets or parts of an asset. The carrying amount is amended by the systematic depreciation,
which is calculated based on the estimated useful life.
Depreciation is determined, at constant rates, by the cost of the asset and net of residual values that are
relative, when these can be reasonably estimated, depending on their estimated useful life applying the
following rates (major categories):
Category Rate
Industrial buildings 4%
Residential buildings 3%
Temporary constructions 10%
Plant and machinery 7.5% - 8% - 10 % -14% - 15%
Industrial equipment 20%
Electronic equipment 20%
Furniture and equipment for the offices 12%
Vehicles 25%
Land is not depreciated.
If the asset being depreciated is composed of elements which are distinctly identifiable, the useful life of which
differs significantly from that of the other parts that compose the asset, the depreciation is carried out
separately for each of the parts that compose it in application of the component approach, if the effect is
Valsoia S.p.A./Annual Financial Report at December 31, 2021
46
deemed as significant.
The depreciation period begins from the time that the asset is available for use and ends on the date on which
the asset is classified as held for sale, pursuant to IFRS 5 or the date on which the asset is eliminated from the
accounts, whichever is earlier. Any changes in the depreciation schedule are applied prospectively.
Gains and losses deriving from the sale or disposal of assets are determined as the difference between the
sales revenue and the net carrying amount of the assets and are charged to the income statement.
Fixed assets by right of use
The Company recognises assets for right-of-use on the lease commencement date (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, net of accumulated depreciation and
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of recognised lease liabilities, initial direct costs incurred, and lease payments made on or
before the effective date net of any incentives received.
If the lease transfers ownership of the underlying asset to the lessee at the end of the lease term or if the cost
of the asset consisting of the right-of-use reflects the fact that the lessee will exercise the option to purchase,
the lessee shall depreciate the asset consisting of the right-of-use from the effective date until the end of the
useful life of the underlying asset.
Liabilities linked to leasing
On the effective date of the lease, the Company recognises lease liabilities by measuring them at the present
value of the lease payments due but not yet paid at that date. Payments due include fixed payments (including
fixed payments in substance) net of any lease incentives to be received, variable lease payments that depend
on an index or rate, and amounts expected to be payable as residual value guarantees. Lease payments also
include the exercise price of a purchase option if it is reasonably certain that such option will be exercised by
the Company and lease termination penalty payments if the lease term takes into account the Company’s
exercise of its lease termination option.
Variable lease payments that do not depend on an index or rate are recognised as an expense in the period
(unless incurred in the production of inventories) in which the event or condition that generated the payment
occurs.
In calculating the present value of payments due, the Company uses the marginal borrowing rate at the
commencement date if the implied interest rate cannot be readily determined. After the effective date, the
amount of the lease liability increases to reflect interest on the lease liability and decreases to reflect payments
made. Moreover, the book value of lease payables is restated in the event of any changes to the lease or for
Valsoia S.p.A./Annual Financial Report at December 31, 2021
47
the revision of contractual terms for the modification of payments; it is also restated in the event of changes
to the valuation of the option to purchase the underlying asset or for changes in future payments resulting
from a change in the index or rate used to determine such payments.
Short-term leases and leases of low-value assets
The Company applies the exemption for the recognition of short-term leases (i.e., leases that have a term of
12 months or less from the commencement date and do not offer an option to purchase). The Company also
applied the exemption for leases related to low-value assets with respect to leases related to equipment whose
value is considered low. Fees related to short-term leases and leases of low-value assets are recognised as
expenses on a straight-line basis over the lease term.
Financial assets
Financial fixed assets consist of equity investments in two foreign subsidiaries which are not consolidated as
the 2021 Balance Sheet and financial data are negligible. These assets are recorded at the historical cost,
amortised as necessary for impairment. When there is evidence that this equity investment has become
impaired, it is recognised in the Income Statement as a write down. If the Company’s interest in the losses of
the investee company exceeds the carrying amount of the equity investment, the value of the investment will
be written off entirely and any further losses will be recorded under liability provision if the Company is to be
held liable. If the impairment is subsequently found not to exist or has been reduced, the relative amount is
written back to the income statement.
Impairment test
At least each year, at the reporting date, the Company reviews the carrying amount of goodwill and of the
intangible assets with an indefinite useful life to determine whether there are indications that these assets have
become impaired. Should this be the case, their recoverable amount is estimated in order to calculate the
potential amount of the write-down. When it is not possible to estimate the recoverable value of the assets
individually, the Company makes an estimate of the recoverable value of the cash generating unit which the
asset belongs to.
The recoverable amount is the greater between the fair value net of selling costs and the value in use. In
determining the value in use, the estimated future cash flows are discounted at their current value using a rate
gross of taxes which reflects the current valuations of the market regarding the value of money and the specific
risks inherent in the asset.
If the recoverable amount of an asset (or of a cash generating unit) is considered to be lower than the relative
Valsoia S.p.A./Annual Financial Report at December 31, 2021
48
carrying amount, it is reduced to the lower recoverable value. Impairment is recognised directly in the income
statement.
When there is no longer any reason for a write-down to be maintained, the carrying amount of the asset (or of
the cash generating unit), with the exception of goodwill, is restated at the new value deriving from the estimate
of its recoverable value; however, this new value cannot exceed the net carrying amount which the asset would
have had if the write-down for impairment had not been made. The write-back of the value is charged to the
income statement directly, unless the asset is valued at a re-valued amount, in which case the write-back is
charged to the revaluation reserve.
Inventories
The inventories shall be measured at the lower of cost and net realisable value.
Costs include direct materials and, where applicable, direct labour, the general production expenses and other
costs incurred to bring the inventories to their current location and status.
The cost is calculated using the average weighted cost method for inventories of raw materials, ancillary
materials and goods.
The finished products originating from the Serravalle Sesia facility are measured using the industrial production
cost method which, essentially, is similar to the average weighted cost method.
Net realisable value represents the estimated selling price less the estimated costs necessary to make the sale.
Trade receivables
Trade receivables are recognised at nominal value, reduced by an appropriate write-down in order to reflect
the estimate of the losses on receivables and therefore measure the receivables themselves at fair value. When
there is objective evidence that the receivables are impaired, a write-down is recorded in the income statement
to reflect this impairment.
If, given the payment terms that have been granted, a financial transaction takes place, the receivables are
measured at their amortised cost through discounting of the nominal value to be received, allocating the
discount as financial income.
Current financial assets
Financial assets are recognised and reversed in the Financial Statements on the basis of the trading date and
are initially valued at cost, inclusive of direct charges associated with the acquisition. The Company determines
the classification of its financial assets after the initial resolution and, where appropriate and permitted, it
Valsoia S.p.A./Annual Financial Report at December 31, 2021
49
reviews this classification at the end of each year. This category includes the financial assets that fulfil the
following two conditions:
- the financial asset is owned according to a business model, the objective of which is achieved through
the collection of the financial flows as set forth contractually (“Held to collect” business model) and
- the contractual terms of the financial asset envisage on specific dates, cash flows represented purely by
payments of principal and interest on the amount of principal to be repaid (“SPPI test” passed).
According to the general rules stated in IFRS 9 as regards the reclassification of the financial assets, any
reclassification under other categories of assets is not permitted, unless the Company modifies its business
model for the management of the financial assets. In these cases, the financial assets may be reclassified from
the category valued at amortised cost to the other two categories as set forth in IFRS 9 (Financial Assets valued
at fair value with impact on the comprehensive income or Financial Assets designated at fair value with impact
on the income statement).
The financial assets which the Company intends and is able to hold until maturity (“Held to collect”) are recorded
at the amortised cost, using the effective interest rate method, net of the write-downs made in order to reflect
any impairment.
The financial assets other than those held to maturity are classified as held for negotiation and are designated
at the end of each period at fair value, with impact on the comprehensive income or in the income statement
according to the business model adopted by the Company for the valuation of financial assets.
Cash and cash equivalents
The item relative to the cash and cash equivalents includes the cash, current bank accounts, demand deposits
and other current financial investments with high liquidity which are easily convertible into cash and are subject
to an insignificant risk of fluctuation in their value.
Derivative financial instruments
The Company can use derivative financial instruments to hedge risks deriving from interest rate fluctuations,
exchange rate fluctuations and fluctuations in the price of raw materials.
The derivative financial instruments are initially recognised at cost and adjusted to their fair value on the
subsequent closing dates. Though such derivative instruments are not held for trading purposes, but exclusively
to hedge against the aforementioned risks, they do not always cover the requirements set forth in IAS 39 to
be defined as hedging instruments. The changes in the fair value of the derivative instruments that are eligible
hedges are recognised under the equity reserves, net of the relative tax effect, and under the “other income
statement components” in the statement of comprehensive income.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
50
The changes in fair value of the derivative instruments that are not eligible as hedges are recognised in the
income statement of the period in which they originated as are the effects deriving from early redemption of
the derivative, whether partial or total. The fair value of the instruments at the end of the period is recognised
under “Cash and cash equivalents” if positive, or under item “Other current liabilities” if negative.
Provision for risks
Provisions for various risks are recognised in the Financial Statements when the Company has to meet a current
obligation (legal or constructive) as a result of a past event for which it is possible to make a reliable estimate
of its amount if an exit of resources is probable in order to meet the obligation. Provisions are made on the
basis of the best estimate, calculated by the Directors, of the costs required to fulfil the obligation at the
reporting date, and they are discounted, when the effect is significant.
The changes in the estimate are reflected in the income statement of the period in which the change took
place.
Employee benefits
Post-employment benefit plans
Payments for defined contribution plans are allocated to the income statement in the period in which they are
due; from 2007, payments into the Provisions for post-employment benefits (TFR) fall under this category,
following the amendments made to the TFR by the Financial Law. For defined benefit plans, the costs relative
to the benefits provided is determined by using the “projected unit credit method”, making the actuarial
valuations at the end of each period. The actuarial gains and losses are recognised in the income statement in
the period in which they take place. All the costs relative to an increase in the current value of the obligation
for defined benefit plans, as the time the benefits have to be paid draws nearer, and on the other hand expenses
which fall under the allocation for the pension plan funds are recognised in the income statement under labour
costs. Allocations made up to December 31, 2006 for post-employment benefits are classified under defined
benefit plans.
Remuneration plans in the form of stock options
In line with the indications of IFRS 2, the Company classifies stock options under “share-based payments” and
provides, for the type that falls under the “equity settled” category with physical delivery of the shares, the
determination on the assignment date of the fair value estimate of the option rights issued and recognition as
personnel cost to be distributed on a linear basis throughout the vesting period, offset by an appropriate equity
reserve. This allocation is made on the basis of the estimated amounts that will accrue to the personnel that
are entitled, considering that conditions for the use thereof are not based on the market value of these rights.
Determination of the fair value is made using the “binomial” model.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
51
Payables
Payables are recognised at their nominal value, representative of the fair value, except for any non-interest
bearing non-current loans that are discounted.
Loans
Loans are recognised, at the date of their inception, at the fair value of the amount received net of any
additional acquisition charges. Subsequently, the loans are valued with the criteria of the amortised cost using
the actual interest rate method.
Share capital
The share capital consists of the capital subscribed and paid up by the Company's Shareholders. The costs
which are strictly connected to the issuing of new shares reduce the share capital, net of any deferred tax
effect.
Revenue recognition
Sales revenue of the Company is represented primarily by the sales of mass consumption food products, and
secondarily by sales of semi-finished products intended for the food industry.
Sales revenue is recognised at the time of their delivery to the customer, except in those cases, as per IFRS 15,
when the Company maintains the economic control also subsequently to the transfer. Within the scope of its
activities, Valsoia may use, for marketing its products, sales agents; in this case, the sales revenue is recognised
at the delivery to the final user, net of the fees due to the agent.
Sales revenue, as recognised above, is shown net of rewards and commercial discounts and, if existing, all
expenses related to activities performed by the customers under the trade and sale policies agreed upon with
the Company (contribution for promotional activities, loyalty cards, listing fees, discount coupons, etc.), are
deducted.
Foreign currency transactions
The transactions in foreign currencies are converted into EUR at the exchange rate applicable on the
Valsoia S.p.A./Annual Financial Report at December 31, 2021
52
transaction date. At the end of the year, the financial assets and liabilities in foreign currencies are aligned with
the exchange rates applicable at the end of the year. The non-monetary assets expressed at fair value which
are denominated in a foreign currency are converted at the exchange rates applicable on the date on which
the fair values were determined. The exchange differences emerging from settlement of the monetary items
and the restatement thereof at the current rates at the end of the period are allocated to the income statement
of that period, except for differences on non-monetary assets which are expressed at fair value, the changes
of which are recognised directly under equity, as is the exchange component.
Taxes
Taxes for the year represent the amounts of the current and deferred taxes, net of revenues deriving from any
tax benefits with retroactive effect.
Current taxes are based on the taxable income for the year. Taxable income differs from the result recorded in
the Income Statement, as it excludes positive and negative components which will be taxable or deductible in
other years, and items which will never be taxable or deductible. Liabilities for current taxes are calculated using
the rates applicable at the reporting date.
Deferred tax assets and liabilities are those taxes which are expected to be paid or recovered on temporary
variances between the carrying amount of the assets and liabilities in the Financial Statements and the
corresponding tax value used in calculating the taxable amount. Deferred tax liabilities are generally recognised
for all temporary taxable differences, while the deferred tax assets are recognised to the extent that it is
considered probable that there will be taxable results in the future that will absorb the temporary deductible
differences. The book value of deferred tax assets is reviewed at each Balance Sheet date and reduced to the
extent that it is no longer probable that there will be sufficient taxable income such as to allow all or part of
the recovery of the aforementioned assets.
Deferred tax assets and liabilities are calculated based on the tax rate that is expected to be applicable at the
time that the realisation of the assets or the repayment of the liabilities are expected to take place. The deferred
tax assets and liabilities are allocated directly to profit or loss, except for those which are relative to items
directly related to equity, in which case the relative deferred taxes are also allocated to equity.
Current and deferred tax assets and liabilities are offset when income taxes are applied to the same tax
authority and when a legal right to compensation exists.
Earnings per share
The basic earnings per share are calculated dividing the Company's net profit for the period by the number of
ordinary shares outstanding during the year.
The diluted earnings per share are calculated adjusting the weighted average of the number of ordinary shares
outstanding, assuming the conversion into ordinary shares of all potential shares with a dilutive effect.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
53
Dividends
These are recognised when Shareholders become entitled to receive payment.This normally corresponds to
the shareholders' meeting resolution to distribute dividends. The distribution of dividends is therefore recorded
as a liability in the financial statements when it is approved by the Shareholders’ meeting.
Segment Information
According to IFRS8 - Operating segments, an operating segment is a component of an entity: a) which
undertakes business activities that generate revenues and costs (including revenues and costs involving
operations with other parts of the same entity); b) whose operating results are reviewed periodically at the
highest operating decision-making level in order to adopt the decisions regarding the resources to be allocated
to the segment and the assessment of the results; c) for which separate financial statement information is
available.
The Company did not identify any operating sectors characterised by an autonomous nature of
products/services and production processes having the aforementioned characteristics; for this reason, no
sector information is provided.
Hierarchical fair value assessment levels
Financial instruments (IFRS 7) recognised in the statement of financial position and income statement at fair
value (as defined by IFRS 13) must be classified on the basis of a hierarchy of levels which reflects the
significance of the inputs used to determine the fair value. The following levels are distinguished:
• Level 1 – prices observed on the active market for assets and liabilities subject to evaluation;
• Level 2 – inputs other than the listed prices above, which can be observed directly (prices) or indirectly
(derived from prices) on the market;
• Level 3 – inputs that are not based on observable market data.
Relative to the Financial Statements of Valsoia, these concepts are applicable to the evaluation of:
- Level 2: derivative contracts, stock option plans, the “Santa Rosa” trademark, the “Santa Rosa” goodwill, the
“Diete.Tic” goodwill and the “Loriana” goodwill.
The hierarchical level associated with the other items of the Financial Statements is 3.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
54
Use of estimates
The preparation of the Financial Statements requires the Directors to apply accounting standards and
methodologies that, under certain circumstances, consist of evaluations and estimates based on historical
experience and assumptions that are considered reasonable and realistic from time to time in relation to the
relative circumstances. Application of these estimates and assumptions influences the amounts shown in the
financial statement schedules, such as the statement of financial position, income statement and statement of
cash flows, as well as the notes. The final results of the Financial Statement items for which the aforementioned
estimates and assumptions were used, may differ from those shown in the Financial Statements due to the
uncertainty that characterises the assumptions and the conditions on which the estimates are based. Following,
we describe briefly the accounting standards which require, more than others, a greater degree of the
subjectivity on behalf of the Directors insofar as the estimates they make and for which a change in the
conditions underlying the assumptions could have a significant impact on the Company's Financial Statements.
Goodwill and trademarks with an indefinite useful life – Estimate of the degree of recoverability
The Company presents in its Financial Statements amounts which are recognised as goodwill and trademarks
with an indefinite useful life. These amounts are not amortised and they are tested for impairment, at least
annually, in line with the indications set forth under IAS 36, based on the cash flow forecasts for the upcoming
financial periods which are reflected in the Business Plan.
An impairment test was carried out, approved by the BoD on March 17, 2022, in reference with the accounting
values recognised at the date of the Financial Statements in order to identify any loss for reductions in the
value of the “Santa Rosa”, “Diete.Tic” and “Loriana” CGUs versus their recoverable value. This recoverable value
is based on the use value which is determined through the method of discounted cash flows.
Conducting impairment tests requires significant judgement skill, especially in formulating estimates such as:
- the expected financial flows for the measurement of which it is necessary to keep into account their general
financial and sector performance, as well as the cash flows generated by the CGU that was subject to
analysis in the previous years;
- the financial parameters to be used for the afore-mentioned discounted cash flows.
In addition, the Plan for 2022-2026 (hereinafter the “Plan”) approved by the Directors of the Company on
March 17, 2022, on which the estimate of the expected financial flows is based, is characterised by the
uncertainties that are typical of any estimation process.
In the event that future company and market scenarios are different than those that were assumed when the
aforementioned forecasts were compiled, the value of the goodwill and the trademarks could be subsequently
subject to write-downs.
Recoverable value of non-current assets
Valsoia S.p.A./Annual Financial Report at December 31, 2021
55
Non-current assets include property, plant, equipment and other assets, equity investments and other non-
current assets. The Company periodically reviews the book value of the non-current assets held and used and
of the assets that must be disposed of, when facts and circumstances require such a review. The analysis of
the recoverability of the book value of non-current assets is generally carried out using estimates of expected
cash flows from the use or sale of the asset and appropriate discount rates for calculating the current value.
When the book value of a non-current asset has suffered a loss in value, the Company recognises a write-
down equal to the excess between the book value of the asset and its recoverable value through its use or sale,
determined with reference the cash flows inherent in the most recent business plans.
The estimates and assumptions used in this analysis reflect the Company’s state of knowledge of business
developments and take into account forecasts believed to be reasonable about future market and industry
developments. It cannot be ruled out that different developments in the markets and sectors in which the
Company operates could lead to values that differ from the original estimates and, where necessary, to
adjustments in the book value of certain non-current assets.
Depreciation
The cost of property, plant and equipment is depreciated on a straight-line basis over the estimated useful lives
of the related assets. The economic useful life of the Company’s fixed assets is determined by the Directors at
the time the fixed asset is acquired; it is based on historical experience for similar fixed assets, market conditions
and anticipations regarding future events that could impact the useful life, including changes in technology.
Therefore, the actual economic life may differ from the estimated useful life. The Company periodically
evaluates technological and industry changes to update the remaining useful life. This periodic update could
result in a change in the depreciation period and, therefore, also in the depreciation charge for future years.
Employees benefits – Post-employment plans
The provision for employee benefits, the costs and financial charges associated with those provisions are
assessed on the basis of an actuarial methodology that requires the use of estimates and assumptions. The
actuarial methodology considers parameters of a financial nature such as, for example, the discount rate and
the growth rates of wages, and considers the probability of the occurrence of potential future events through
the use of parameters of a demographic nature such as relative rates mortality and employee resignation or
retirement. In particular, the discount rates used as a reference by the company are rates or curves of rates
applicable to high quality corporate bonds.
Employees Benefits – Remuneration plans in the form of stock options
The Company has adopted Stock Option Plans as incentives. The currently active “2019-2022 Stock Option
Plan” is intended for the senior managers/executives of the Company, based on the work performed and the
responsibilities assigned, as well as for the General Manager. The rights can be exercised exclusively by the
Valsoia S.p.A./Annual Financial Report at December 31, 2021
56
beneficiaries who have been, uninterruptedly, employees of the Company up to the time of the subscription
of the shares. In this plan, option rights are assigned on newly issued shares, half of which will mature
("Objective 1"), annually based on the achievement of the Company's economic performance targets measured
on EBITDA and, for the other half “Objective 2”), annually based on the achievement of the Company’s
economic overperformance objectives, always measured on EBITDA. With reference to Objective 1, the rights
accrued may be exercised annually, starting from the date of approval of the Financial Statements closed on
December 31 of each year included in the Plan, exclusively by the beneficiaries who have been continuously
employed by the Company up to that moment. With reference to Objective 2, the rights accrued can only be
exercised at the end of the three-year period to which the Plan refers and only from the date of approval of
the Financial Statements closed at December 31, 2021 exclusively by beneficiaries who have been
continuously employed by the Company until on the aforementioned date.
For both Objectives, the deadline for the exercise of accrued option rights is December 31, 2022 (for more
details, please refer to the Information Document of the 2019-2022 Stock-Options Plan published on the
website www.valsoiaspa.com in the Investor Relations section).
In compliance with the IFRS 2 accounting standard, the Company has estimated the expenses to be borne,
deriving from the above plan, by assessing:
- the percentage of probability in achieving the objectives set out in the plan and the consequent number of
option rights accrued by the beneficiaries, based on the plans set out by the company and the estimated
probability of their achievement;
- the various fair values of the assigned option rights. These values were determined, in reference to the
date of the actual granting of the option rights by the Board of Directors, using the Black and Scholes
method.
Should future scenarios be different from the assumed ones when the aforementioned forecasts were
formulated, the final charges could be subsequently subject to adjustments.
Allowance for doubtful accounts
In order to determine the level that is appropriate for the allowance for doubtful accounts, Valsoia assesses the
possibility of collecting the receivables based on the solvency of every debtor, the ageing of the receivables
and the losses recognised in the past for similar receivables. The quality of the estimates depends on the
availability of updated information regarding the solvency of the debtors.
Inventory obsolescence fund
Closing inventories of products deemed obsolete or slow-moving are periodically subjected to specific valuation
tests, taking into account past experience, historical results and the likelihood that the goods will be sold under
normal market conditions. If these analyses indicate the need to reduce the value of inventories, Management
makes the appropriate write-downs.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
57
Deferred tax assets
Recognition of deferred tax assets is based on income expectations over future financial periods. The valuation
of the expected revenue for the purposes of recognising deferred taxes depends on factors that could vary
over time and which have significant effects on the valuation of active deferred taxes.
Contingent liabilities
In relation to any proceedings, lawsuits and other claims, in order to determine the appropriate level of
provisions for risks and charges relating to such potential liabilities, Valsoia evaluates the validity of the claims
made by the counterparties and the correctness of its actions and assesses the extent of any losses resulting
from the potential outcomes. Furthermore, the Company consults its own legal advisers regarding problems
relative to disputes that arise during the course of its activities. The determination of the amount of the
provision for risks and charges which could be necessary for contingent liabilities is carried out after careful
analysis of each problem category. The determination of the amounts necessary for the provisions for risks and
charges is subject to changes based on the development of each problem.
Related parties
Pursuant to Consob Communication DEM/6064293 of July 28, 2006, the Notes contain details regarding
transactions with related parties. The effects of these transactions on the statement of financial position and
income statement, as well as on the company's cash flows are not shown because they are not significant.
Analysis of the breakdown of the main items of the statement of financial position
Current assets
Note (1) – Cash and cash equivalents
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Cash
3
2
Current accounts and bank
deposits
41,242
29,566
Total Cash and cash equivalents
41,245
29,568
Valsoia S.p.A./Annual Financial Report at December 31, 2021
58
The increase in cash and cash equivalents on bank accounts is due to the financial lines taken out at the end of
the year as a liquidity reserve. At December 31, 2021, the Company uses variable interest income rates
between 0.0% and 0.1%, substantially in line with the previous period.
The details of the Net Financial Position at December 31, 2021 and December 31, 2020 are shown below.
For comments on the changes in the Net Financial Position, please refer to what is reported in the Report on
operations, presented in support of this financial report, in addition to what is stated in the Cash Flow
statement.
Description
(EUR 000)
12/31/2021 12/31/2020
Cash
3
2
Current accounts and bank deposits
41,242
29,566
Current financial assets
0
0
Total cash and cash equivalents
41,245
29,568
Current loans and borrowings
(3,833)
(2,603)
Short
-
term lease payables (IFRS16)
(639)
(543)
Current net financial position
36,773
26,422
Non
-
current loans and borrowings
(9,719)
(3,576)
Medium/long
-
term lease payables (IFRS16)
(1,711)
(1,370)
NET FINANCIAL POSITION
25,343
21,476
Note (2) - Trade receivables (net)
Trade receivables derive from ordinary sale transactions, mainly with national operators in the Large-scale retail
and Wholesale sectors.
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Trade receivables (nominal value)
9,387
7,958
Allowance for doubtful accounts
(1,069)
(1,014)
Total trade receivables
8,318
6,944
Trade receivables are shown net of the allowance for doubtful accounts, determined in accordance with the
new IFRS9 standard, on the basis of a prudent estimate of collection risks, taking into account the information
available on the risk of insolvency of the individual positions, their seniority and the losses on receivables
Valsoia S.p.A./Annual Financial Report at December 31, 2021
59
recognised in the past for similar types of receivables, as well as projections of average collection times by type
of counterparty and geographical area.
The following table shows a summary of the aforementioned trade receivables, broken down by ageing, which
shows a decrease in past due receivables.
Description 12/31/2021 12/31/2020
Trade receivables (nominal value)
-
past due by over 12 months
186
427
-
past due by over 30 days
0
115
-
expired at the date
2,798
2,294
-
with subsequent expiry
6,403
5,122
Total trade receivables (gross)
9,387
7,958
The receivables that are past due by over 12 months are represented primarily by receivables pending legal
resolution.
The changes in the bad debt provision are shown below:
Description 12/31/2021 12/31/2020
Opening balance
1,014
904
- (usage)
-
allocations
(45)
100
(1)
111
Total allowance for doubtful accounts
1,069
1,014
The allowances made for doubtful accounts are recognised under the item "Other overheads" in the income
statement. The decline in the allocation compared with the previous year reflects the reduction in receivables
as shown in the previous table.
As at December 31, 2021, the Company had outstanding foreign currency receivables for a total value of
approximately EUR 85.3 thousand, consisting mainly of British Pounds (GBP) and US Dollars (USD).
Note (3) - Inventories
This item breaks down as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2021
60
Description 12/31/2021 12/31/2020
Raw materials, ancillary and consumable materials
1,672
1,452
Work in process
313
143
Finished goods
7,094
6,933
Total inventories
9,079
8,528
The value of stocks of raw, ancillary and consumable materials is substantially in line with the previous year,
reflecting the increase in sales revenues. The valuation of the closing inventories is carried out net of the
inventory obsolescence provision, equal to a total of EUR 772 thousand (EUR 514 thousand at December 31,
2020), in order to adjust the valuation to the presumed realisable value, also in consideration of the physical
deterioration risk of the same (“expiration date”).
Inventories are not subject to any obligations or restrictions related to property rights.
The table below provides a breakdown of the movements in the provision for inventory obsolescence:
Description 12/31/2021 12/31/2020
Provision for inventory obsolescence of raw and ancillary
materials
Opening balance
- provisions made / (uses)
Balance at December 31
364
(128)
236
281
83
364
Provision for inventory obsolescence of finished products and
goods
Opening balance
- provisions made / (uses)
Balance at December 31
150
386
536
216
(66)
150
Total Provision for inventory obsolescence
772
514
Note (4) - Other current assets
This item breaks down as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2021
61
Description 12/31/2021 12/31/2020
Tax receivables
645
752
Prepayments and accrued income
0
42
Other
short
-
term
receivables
398
497
Total other current assets
1,043
1,291
The “Tax receivables” item refers to the VAT credit position at the end of the year as well as to various tax
credits.
The item “Other short-term receivables” includes advances to suppliers granted on orders in progress.
Non-current assets
Note (5) – Goodwill
The item "Goodwill" shows the following changes for the period:
Description
12/31/20
20
Changes for the period
12/31/202
1
Net value
Increases
Other
increases/
(decreases)
Value
value
Santa Rosa g
oodwill
3,230
0
0
3,230
Diete.Tic
goodwill
4,968
0
0
4,968
Loriana goodwill
9,255
0
0
9,255
Total goodwill
17,453
0
0
17,453
The goodwill recognised derives:
- as regards Santa Rosa, from the allocation of the residual amount of the share premium over the fair value of
the assets and debts of J&T Italia Srl, the company to which the Santa Rosa business referred, following the
merger by incorporation of the same perfected in previous years;
- as regards Diete.Tic from the Purchase Price Allocation process of the positive difference between the value
of the business unit relating to the liquid sweetener "Diete.Tic." acquired on October 2, 2017, and the fair value
of the individual assets that comprised it;
- as regards Loriana, from the Purchase Price Allocation process of the positive difference between the value
of the business unit relating to the “Loriana” Piadina acquired on December 31, 2020, and the fair value of the
individual assets that comprised it.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
62
Goodwill, in accordance with the provisions of the IAS/IFRS principles, is not amortised in the accounts, but is
subjected to impairment tests at least annually in the preparation of the Financial Statements, according to the
requirements of IAS 36, as described in Note 6 below).
For comparison purposes, we show the movement of goodwill in the previous year:
Description
12/31/2019
Changes for the period
12/31/2020
Net value
Increases
Other
increases/
(decreases)
Value
value
Santa Rosa goodwill
Diete.Tic goodwill
3,230
4,968
0
0
0
0
3,230
4,968
Loriana goodwill
0
9,255
0
9,255
Total goodwill
8,198
0
0
17,453
Note (6) – Intangible assets
The item "Intangible assets" shows the following changes for the period:
Description
12/31/2020
Changes for the period
12/31/2021
Net value
Increases/(decreases)
Net
Amortisation/depreciation
/ impairment
Value
value
Trademarks
24,822
-
(334)
24,488
Industrial patents and
intellectual property
rights
2,221
106
(282)
2,045
Other
85
9
(69)
25
Total Intangible assets
27,128
115
(685)
26,558
The increases for the period refer mainly to the purchase of software licenses and printing systems.
The item "Trademarks", as for EUR 20,060 thousand mainly refers to the Santa Rosa brand, valued at fair value
as part of the allocation of the value of the investment of J&T Italia S.r.l. following its aforementioned merger
by incorporation.
The Santa Rosa trademark, as allowed by IAS 38 and in line with that applied in previous years, has been
considered as having an indefinite useful life and therefore it is not amortised, based on the following reasons:
• it has a priority role in the Valsoia strategy;
• the trademark is owned and appropriately registered and constantly protected, pursuant to the law, with
Valsoia S.p.A./Annual Financial Report at December 31, 2021
63
options for the renewal of the legal protection at the expiry of the registration periods, with limited costs
incurred;
• the products marketed by the Company under this trademark are not subject to technological obsolescence,
as is also typical of the food sector in which the Company operates;
• the sector of reference of the “Santa Rosa” trademark shows characteristics of stability with a limited impact
from product innovation or changes in the market demand;
• the level of trade investments needed to obtain the financial benefits expected from this business sector is
sustainable for the Company and falls within the scope of the corporate strategies.
The value of the Santa Rosa trademark is tested for impairment at least annually at the time of the drawing up
of the annual financial statements, in accordance with the matters envisaged by IAS 36.
Intangible fixed assets also include the following:
- Trademarks and patents, valued at the time of first registration at fair value, belonging to the company
branch linked to liquid sweetener “Diete.Tic” acquired during the 2017 financial year. The net book value,
at the end of the period, of the “Diete.Tic” trademark was EUR 916 thousand and the patents were EUR
1,720 thousand. The fair value of the Diete.Tic trademark and of the Patents protecting the production
process was measured with the support of a third-party independent expert, using a market method called
“relief from royalties”. This method of measurement, which uses inputs that are observable from the market,
is a methodology that is preferred by the accounting standards.
Patents are amortised according to their residual useful life in relation to their expiry date, the “Diete.Tic” brand,
based on the considerations already set out above, is amortised on the basis of an estimated useful life of 15
years;
- Brand, valued at the time of first registration at fair value, belonging to the “Piadina Loriana” business unit
acquired at the end of the 2020 financial year. The net book value at the end of the period of the “Loriana”
brand is equal to EUR 3,477 thousand. The fair value of the Loriana brand was assessed, with the support
of a third-party and independent expert, using a market method called “relief from royalties”. This method
of measurement, which uses inputs that are observable from the market, is a methodology that is preferred
by the accounting standards.
The “Loriana” brand, based on the considerations already set out above, is amortised on the basis of an
estimated useful life of 15 years.
For comparison purposes, we show the changes to the Intangible assets that occurred in the previous year:
Description
12/31/2019
Changes for the
period
12/31/2020
Net value
Net Increases/
(decreases)
Depr./ Write-
downs
Value
value
Trademarks, licenses and
21,147
3,760
(85)
24,822
Valsoia S.p.A./Annual Financial Report at December 31, 2021
64
Description
12/31/2019
Changes for the
period
12/31/2020
Net value
Net Increases/
(decreases)
Depr./ Write-
downs
Value
value
similar
Industrial patents and
intellectual property rights
Other
2,214
266
(259)
2,221
Other
123
57
(95)
85
Fixed asset Intangible
23,484
4,083
(439)
27,128
6.1 Impairment Test
As previously indicated in the section relating to Accounting Standards, Valsoia S.p.A. performs at least annually,
even in the absence of indicators of loss, the impairment test required by IAS 36, in order to verify the degree
of recoverability of the value of the trademarks and goodwill allocated to the “Santa Rosa”, “Diete.Tic” and
“Loriana” Cash Generating Units (“CGU”).
Upon the closing of the Financial Statements for 2021, impairment tests were carried out and were subject to
the specific approval by the Board of Directors prior to approving the Financial Statements for the year.
In particular, Valsoia S.p.A., in application of the methodology indicated by IAS 36, has identified the CGUs that
represent the smallest identifiable group capable of generating independent cash flows.
The value in use is represented by the present value of future cash flows (“Discounted Cash Flows”) which are
estimated to derive from the continuous use of the assets referring to the CGU and the terminal value
attributable to them.
In order to verify the recoverability of the amounts recorded, the value in use was compared with the net book
value attributed to the CGUs of property, plant and equipment and intangible assets, including goodwill, as well
as an estimated valuation of net working capital.
The determination of the Enterprise Value involves the following operations:
• estimate of the future cash flows (positive and negative) deriving from the ongoing use of the asset and
its final disposal;
• discounting of the aforementioned cash flows by applying an appropriate discount rate.
The value in use of the CGUs was estimated using the UDCF (“Unlevered Discounted Cash Flow”) model
applied to the cash flows included in the 2022 - 2026 multi-year plans approved by the Company’s Board of
Directors on March 17, 2022 in relation to the Santa Rosa, Diete.Tic and Loriana CGUs. After the analytical
forecast period, a terminal value was determined assuming as a perpetual operating flow, the net operating
profit less adjusted tax (Noplat) for the last financial year of the Plan.
Following are the main parameters and results from the Impairment tests carried out.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
65
Impairment Test of Santa Rosa CGU
• Discount rate (WACC) = 5.92% (6.20% at 12/31/2020)
• Growth rate of the terminal value (g rate) = 1.50 % (1.0% at 12/31/2020)
• Enterprise Value = EUR 51.9 million (42.0 million at 12/31/2020)
• Book value of CGU net assets (*) = EUR 24.6 million (EUR 24.6 million at 12/31/2020)
• Cover: EUR 27.2 million (EUR 17.4 million at 12/31/2020).
(*) trademark, goodwill, plants and equipment and net working capital
Based also on the indications contained in the document no. 2 issued jointly by the Bank of Italy, Consob
and ISVAP on February 6, 2009, we elaborated the sensitivity analysis on the test results compared to
the variation of the basic assumptions (WACC and g-rate) which affect the value in use of the cash
generating unit. In particular, the sensitivity analyses refer to the following aspects:
• a change of 0.5 percentage points of the growth rate g (g-rate) used for the test base;
• a change of 0.5 percentage points of the discount rate (WACC) compared to the rate used for the base
test.
The following table summarises the gains resulting from this sensitivity analysis from which no situations
of potential impairment arose also considering a concurrent worsening of the market variables being
considered.
Wacc
5.42% 5.92% 6.42%
g rate
1.00%
28,133 23,282 19,326
1.50%
33,265
27,295
22,539
2.00%
39,896 32,331 26,477
Impairment Test of DIETE.TIC CGU
• Discount rate (WACC) = 5.95 % (6.53% at 12/31/2020)
• Growth rate of the terminal value (g rate) = 1.5% (1.0% at 12/31/2020)
• Enterprise Value = EUR 34.3 million (26.0 million at 12/31/2020)
• Book value of net CGU assets (*) = EUR 7.9 million (8.2 million at 12/31/2020)
• Cover: EUR 26.4 million (EUR 17.8 million at 12/31/2020)
(*) trademark, patents, goodwill, plants and equipment and net working capital
Based also on the indications contained in the document no. 2 issued jointly by the Bank of Italy, Consob
and ISVAP on February 6, 2009, we elaborated the sensitivity analysis on the test results compared to
the variation of the basic assumptions (WACC and g-rate) which affect the value in use of the cash
generating unit. In particular, the sensitivity analyses refer to the following aspects:
• a change of 0.5 percentage points of the growth rate g (g-rate) used for the test base;
• a change of 0.5 percentage points of the discount rate (WACC) compared to the rate used for the base
test.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
66
The following table summarises the gains resulting from this sensitivity analysis from which no situations
of potential impairment arose, also considering a concurrent worsening of the market variables being
considered.
Wacc
5.45%
5.95%
6.45%
g rate
1.00% 26,979
23,571
20,788
1.50% 30,571
26,385
23,043
2.00% 35,203
29,910
25,804
Impairment test of LORIANA CGU
• Discount rate (WACC) = 6.367% (6.49% at 12/31/2020)
• Growth rate of the terminal value (g rate) = 1.50% (1.0% at 12/31/2020)
• Enterprise Value = EUR 23.8 million (22.7 million at 12/31/2020)
• Book value of CGU net assets (*) = EUR 12.9 million (13.1 million at 12/31/2020)
• Cover: EUR 10.9 million (EUR 9.6 million at 12/31/2020)
(*) trademark, goodwill, plants and equipment and net working capital
Based also on the indications contained in the document no. 2 issued jointly by the Bank of Italy, Consob
and ISVAP on February 6, 2009, we elaborated the sensitivity analysis on the test results compared to
the variation of the basic assumptions (WACC and g-rate) which affect the value in use of the cash
generating unit. In particular, the sensitivity analyses refer to the following aspects:
• a change of 0.5 percentage points of the growth rate g (g-rate) used for the test base;
• a change of 0.5 percentage points of the discount rate (WACC) compared to the rate used for the base
test.
The following table summarises the gains resulting from the sensitivity analysis from which no situations
of potential impairment arose also considering a concurrent worsening of the market variables being
considered.
Wacc
5.87% 6.37%
6.87%
g rate
1.00%
11,252 9,081
7,281
1.50%
13,473
10,854
8,725
2.00%
16,268 13,033
10,465
Note (7) – Property, plant and equipment
The breakdown of Property, plant and equipment at December 31, 2021 is summarised below:
Valsoia S.p.A./Annual Financial Report at December 31, 2021
67
Description
Historical cost
Depreciation
Amortisation/De
preciation/Impair
ment
Net value
Net Value
Land and buildings
Land:
- located in the Rubano municipality
- located in the Serravalle Sesia municipality
Buildings:
- house in Serravalle Sesia
- industrial facilities in Serravalle Sesia
- light constructions/buildings at the facility of
Sanguinetto
908
1,529
134
6,039
35
0
0
(14)
(2,964)
(2)
908
1,529
120
3,075
33
Total land and buildings
8,645
(2,980)
5,665
Plant and equipment
- fixed systems for offices
- specific plant and equipment for the
production of plant extracts
- specific plant and equipment for ice cream
production
- specific plant and equipment for other food
production
- general plant and equipment for
establishments Serravalle
- silos, vats, tanks at the facility of Serravalle
- photovoltaic system
- plants for jams production
- generic plants at the Sanguinetto facility
- sweetener production plant
- supplement production plant
145
5,946
11,773
253
1,563
446
372
3,892
121
144
61
(133)
(5,317)
(9,779)
(253)
(1,286)
(432)
(349)
(3,075)
(93)
(70)
(16)
12
629
1,995
0
277
14
23
817
28
74
45
Total plant and equipment
24,716
(20,803)
3,913
Industrial and commercial equipment
- furniture and equipment for the laboratory
- other small equipment
-
other transportation means
438
221
250
(396)
(194)
(249)
42
27
1
Total equipment Industrial and commercial
909
(839)
69
Valsoia S.p.A./Annual Financial Report at December 31, 2021
68
equipment
Other assets
- electric and electronic machinery
- furniture and equipment for the offices
- cell phones
-
vehicles
689
398
82
307
(489)
(366)
(76)
(263)
200
32
6
44
Total other
assets
1,476
(1,194)
282
Total property, plant and equipment
35,746
(25,817)
9,929
The item "Property, plant and equipment" shows the following changes for the period.
Description
12/31/2020
Changes for the period
12/31/2021
Value
Increases
Decreases
Other
changes
Value
Historical Cost
Land and buildings
8,846
241
(139)
(302)
8,646
Plant and equipment
23,550
1,245
(78)
0
24,716
Industrial and commercial
equipment
881
32
(4)
0
909
Other assets
1,400
111
(35)
0
1,476
Fixed assets in progress
0
0
0
0
0
Tot. Historical Cost (A)
34,677
1,628
(257)
(302)
35,746
Provision / Impairment
Land and buildings
3,177
243
(139)
(300)
2,981
Plant and equipment
20,016
852
(66)
0
20,803
Industrial and commercial
equipment
817
27
(4)
0
839
Other assets
1,118
110
(35)
0
1,194
Fixed assets in progress
0
0
0
0
0
Tot. Acc. depreciation (B)
25,129
1,260
(278)
300
25,817
Total Property, plant and
equipment (A
-
B)
9,548
226
(8)
(300)
9,929
Valsoia S.p.A./Annual Financial Report at December 31, 2021
69
The increases in the Property, plant and equipment refer mainly to purchases of specific equipment for the
production of ice creams and extracts at the Serravalle Sesia facility, as well as equipment for the production
of jams.
The other increases refer to equipment, vehicles and electronic equipment.
The decreases relate to the disposal of assets almost completely amortised.
In 2021, as planned, two buildings for civil use, located within the Serravalle Sesia production area, were
demolished, resulting in a capital loss of EUR 302 thousand, equal to their respective residual book value at the
time of their disposal from the accounts.
At the same time, the allowance for building write-downs, amounting to EUR 300 thousand and set up for this
purpose in the previous year, was utilised.
There are no restrictions or encumbrances on the fixed assets.
For comparison purposes, following are the changes to Property, plant and equipment from the previous year:
Description
12/31/2019
Changes for the period
12/31/2020
Value
Increases
Decreases
Other
changes
Value
Historical Cost
Land and buildings
8,505
341
0
0
8,846
Plant and equipment
22,645
957
(52)
0
23,550
Industrial and commercial
equipment
851
30
(0)
0
881
Other assets
1,476
158
(234)
0
1,400
Fixed assets in progress
0
0
0
0
0
Tot. Historical Cost (A)
33,477
1,486
(286)
0
34,677
Provision / Impairment
Land and buildings
2,634
244
0
300
3,178
Plant and
equipment
19,182
878
(44)
0
20,016
Industrial and commercial
785
32
0
0
817
Valsoia S.p.A./Annual Financial Report at December 31, 2021
70
Description
12/31/2019
Changes for the period
12/31/2020
Value
Increases
Decreases
Other
changes
Value
equipment
Other assets
1,246
106
(234)
0
1,118
Fixed assets in progress
0
0
0
0
0
Tot. Acc. depreciation (B)
23,847
1,260
(278)
300
25,129
Total Property, plant and
equipment (A
-
B)
9,630
226
(8)
(300)
9,548
Note (8) – Right-of-use assets (IFRS 16)
The item "Right-of-use assets" shows the following changes for the period:
Description
12/31/2020
Changes for the period
12/31/2021
Value
Increases
Decreases
Other
changes
Value
Historical Cost
Leased buildings
1,529
898
0
2,428
Leased vehicles
1,021
99
(42)
0
1,079
Rented electronic
equipment
386
0
0
386
Tot. Historical Cost (A)
2,936
998
(42)
0
3,893
Depreciation
Leased buildings
471
207
0
0
678
Leased vehicles
359
255
(42)
0
573
Rented electronic
equipment
188
99
0
0
287
Tot. Acc. depreciation (B)
1,018
561
(42)
0
1,538
Total assets by right of use
(A
-
B)
1,919
437
0
0
2,355
Valsoia S.p.A./Annual Financial Report at December 31, 2021
71
Note (9) – Financial assets
This item is composed of Investments in subsidiaries and shows the following changes for the period:
Description
Shareholdin
g in share
capital
12/31/2020
Value
Changes for the period
12/31/2021
Value
Increases Decreases
Valsoia Pronova d.o.o.
-
Slovenia
100%
110
0
0
110
Swedish Green Food Co.
-
Swe
100%
0
280
0
280
Tot. Fixed assets Financial
110
0
0
390
In 2021, the subsidiary Valsoia Pronova d.o.o. recorded sales of approximately EUR 695 thousand with a profit
of EUR 10 thousand and Shareholder's Equity of EUR 227 thousand.
On September 7, 2021 Valsoia SpA acquired, for an equivalent value of EUR 250 thousand, 100% of the
Swedish Green Food Co AB, which specialises in importing and distributing plant-based food products on the
Swedish market. The company, which has been in business for a few years and already imported some of
Valsoia SpA’s products, needs commercial investments in order to increase its penetration in the country. The
2021 Financial Statements, however not completely managed by Valsoia SpA, closed with a turnover of
approximately SEK 2,950 thousand (equal to approximately EUR 287 thousand at the EUR/SEK exchange rate
as at 31-12-2021) and an operating loss of SEK 298,000 (equal to approximately EUR 29 thousand). To cover
these losses, shareholder Valsoia SpA, paid the equivalent of approximately EUR 30 thousand in the September-
December 2021 period. As of December 31, 2021, the Company believes that no permanent losses in value
have occurred.
Note (10) – Deferred tax assets
As of December 31, 2021, the deferred tax credit is zero, as the Company exposes net the amount of prepaid
and deferred taxes being applied by the same tax jurisdiction. For a detailed comment on the related
movements, reference should be made to the item “Provision for deferred taxes”(see note 21).
Note (11) - Other non-current assets
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Guarantee deposits
41
37
Valsoia S.p.A./Annual Financial Report at December 31, 2021
72
Investments in other companies
9
9
Receivables from tax authorities, non
-
current
0
0
Re
ceivables from subsid
ies
30
85
Total other
non
-
current assets
80
131
Receivables from subsidiaries refer to interest-bearing loans granted to the subsidiary Swedish Green Food Co.
AB. Those present at December 31, 2020 to the subsidiary Valsoia Pronova d.o.o., were collected during the
year.
Liabilities and shareholders' equity
Current liabilities
Note (12) - Short-term payables due to banks
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Overdraft accounts
1
0
Payables for bank loans or bank lending (current instalments)
3,832
2,603
Payables for currency hedging
0
22
Total
Short
-
term
payables due to banks
3,833
2,625
Short-term payables to banks mainly refers to installments with maturities of less than 12 months relating to
various medium/long-term loans.
The first of these loans was taken out in early 2018, while two other loans were taken out at the end of the
current year as a cash reserve.
Note (13) - Short-term lease payables (IFRS 16)
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Short
-
term lease payables
639
543
Total short
-
term lease payables
639
543
Valsoia S.p.A./Annual Financial Report at December 31, 2021
73
The item "Short-term lease payables" refers to what is reported in the preceding point (8): "Assets for right of use
- IFRS16”
Note (14) – Trade payables
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Trade payables due to
suppliers within 12 months
16,063
15,278
Total trade payables
16,063
15,278
Trade payables are substantially in line with the previous year.
As of December 31, 2021, the Company has debts in foreign currency - mainly denominated in USD - for a
total amount of EUR 122 thousand. Considering this amount, the sensitivity analysis is believed to be non-
significant as regards changes of foreign exchange rates.
Note (15) – Tax payables
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Due to the Tax Authorities for:
- stamp duty paid electronically.
- withholding taxes
-
substitute tax
2
408
558
2
479
221
Total tax
payables
966
702
Tax payables mainly consist of withholding taxes to be paid to the tax authorities, with the Company as
withholding agent, and short-term debt amounts relating to the payment of substitute taxes
Specifically, the taxes to be paid within 12 months refer to:
- the third instalment of the substitute tax resulting from the realignment of the Santa Rosa brand carried out
pursuant to and for the purposes of Law no. 160/2019, Art. 1 paragraphs 696 et seq., amounting to EUR 150
thousand;
- the short-term payable due to the realignment of the Santa Rosa brand and goodwill carried out pursuant to
and in accordance with Law no. 178/2020 (which converted Law Decree 104/2020 into law) for a total of
Valsoia S.p.A./Annual Financial Report at December 31, 2021
74
EUR 405 thousand. The effects of the latter transaction were affected by the consequences of Law no.
234/2021 (Budget Law 2022), which retroactively amended the provisions contained in art. 110 of Decree
Law no. 104/2020, as described in greater detail in Note 29 below regarding the item “Taxes”.
Note (16) – Provisions for risks
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Sales return provision
67
94
Provision for customer disputes
14
27
Reserve for contingent liability risks
220
200
Total provision for risks
301
321
The provision for returns, calculated on the basis of the best estimates carried out by the Company, reflects
the risks of product being returned by the customers that can no longer be sold. The related accounting does
not involve the re-recognition of the products in inventory.
The Provision for customer disputes is calculated based on the assessment of ongoing disputes with customers,
credit notes to be issued or promotional invoices received that have not been agreed.
The Provision for contingent liabilities represents a current obligation deriving from past events, of a legal
nature, for which an outflow of resources is likely to meet this obligation, with an uncertain date and amount.
At the beginning of the year, the Fund referred to the risk arising from a recourse action brought by the
bankruptcy proceedings of a client in relation to the volume of business invoiced to that client over a given
period of time. Following a final settlement with the trustee in bankruptcy of the proceedings, an amount of
EUR 50 thousand was paid in December 2021. The amount of the Allowance for risks and charges has been
used and recorded in “Other income” in the Income Statement (see Note 25)
At the end of the year, provisions were made to the Allowance for Contingent Liabilities in the amount of EUR
220 thousand to cover the consequences of a pending dispute with the tax authorities, which will be heard by
the Supreme Court in March. This dispute, which arose regarding an alleged lower registration tax paid in
relation to the purchase of J&T Italia S.r.l., which took place during the FY2011, sees Valsoia potentially co-
liable, by virtue of the principle of joint liability, towards the company Unilever S.r.l. (company that sold J&T
Italia S.r.l. to Valsoia S.pA.), for the amount paid by the latter to the Inland Revenue (totalling EUR 680
thousand). Valsoia, taking into account the opinion of its consultants, in the past held that the conditions for
the allocation of an allowance for risks in relation to this pending did not exist. However, given the termination
of all existing commercial relations with the aforementioned Unilever S.r.l. and the written confirmation
received from the latter that it would not hold Valsoia S.p.A. harmless from the consequences of the pending
lawsuit, it is deemed prudent to set aside an amount estimated to be approximately 1/3 of the value of the tax
Valsoia S.p.A./Annual Financial Report at December 31, 2021
75
paid.
Note (17) - Other short-term liabilities
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Amounts payable to social security institutions
496
477
Amounts due to employees and on-going collaboration
contracts
2,245
2,016
Amounts due to others
225
327
Accrued liabilities
24
5
Total
short
-
term
current liabilities
2,990
2,825
The other short-term liabilities are mainly composed of payables to employees for salaries, bonuses payable for
the year and for the deferred monthly payments accrued as of December 31, 2021.
Amounts due to others include advance payments received from customers.
Non-current liabilities
Note (18) - Medium/long-term payables due to banks
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Payables for bank loans or bank lending (non-current portion)
9,719
3,551
Total Medium/long-term payables due to banks 9,719
3,551
The item mainly refers to instalments falling due beyond 12 months on medium/long-term loans outstanding
as at December 31, 2021, and includes the portions relating to two new medium/long-term unsecured loans
taken out at the end of the year.
Current bank loans are not covered by guarantees and are not subject to budgetary covenants; in consideration
of the contractual terms and conditions agreed upon (these are fixed rate loans), the sensitivity analysis is not
believed to be significant with regard to changes in the interest rates.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
76
As regards the information required by IFRS 7, following is a summary of the deadlines set out by the
amortisation/depreciation plans for the aforementioned loans and borrowings:
Year EURO
2023
2,310
2024
1,685
2025
1,689
2026
1,590
2027
1,374
2028
714
2029
357
Loans and
borrowings
9,719
Also, with reference to the information required by IFRS 7, the following table summarises the overall changes
occurring in the Short-term and Medium/long-term payables for bank loans:
Description
12/31/2020
Value
Changes for the period
12/31/2021
Loans
Repaym
ents
Reclassific
ations
Value
Short
-term payables for
Bank Loans
Medium/long
-term payables for
Bank Loans
2,603
3,551
1,217
8,783
(2,603)
2,615
(2,615)
3,832
9,719
Total financial liabilities
6,154
10,000
(2,603)
0
13,551
Reclassifications refer to the instalments of bank loans with repayment deadlines within the 12 months
subsequent to the year end.
Note (19) - Medium/long-term lease payables (IFRS 16)
This item breaks down as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2021
77
Description 12/31/2021 12/31/2020
Medium/long
-
term lease payables (IFRS 16)
1,711
1,370
Total
medium/long
-
term lease
payables
1,711
1,370
The item "Medium/long-term lease payables" refers to the portion falling due after 12 months of that described
in the previous point (8) “Right-of-use assets - IFRS16”
A breakdown of the minimum payments and principal of finance leases by maturity is shown below:
Description (data in thousands of
Euros)
Minimum payments due for
leasing
Capital share at:
12/31/2021
12/31/2020
12/31/2021
12/31/2020
Within 1 year
641
545
639
543
From 1 to 5 years
1,716
1,373
1,711
1,370
Beyond 5
years
0
0
0
0
Total
2,358
1,918
2,350
1,913
The reconciliation between the minimum payments due by the leasing company and their present value is as
follows:
Description (data in thousands of Euros) 12/31/2021 12/31/2020
Minimum payments due for
financial allocation
2,358
1,918
(future financial charges)
(8)
(5)
Total
2,350
1,913
Note (20) Other medium/long-term tax payables.
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Medium/long
-
term tax payables for
substitute tax
405
291
Total medium/long
-
term payables for substitute tax
405
291
This amount refers to the liability for Substitute Tax, payable after 12 months, relating to the realignment of
the Santa Rosa brand and goodwill carried out pursuant to and in accordance with Law no. 178/2020 (which
Valsoia S.p.A./Annual Financial Report at December 31, 2021
78
converted Law Decree 104/2020 into law). The effects of the latter transaction were affected by the
consequences of Law no. 234/2021 (Budget Law 2022), which retroactively amended the provisions contained
in art. 110 of Decree Law no. 104/2020, as described in greater detail in Note 29 below regarding the item
“Taxes”.
Note (23) - Deferred tax provision
This item breaks down as follows:
Description
12/31/2021
12/31/2020
Taxable
amount
Taxes
Taxable
amount
Taxes
Deferred tax assets/Provision for deferred taxes with
balancing entry in the Income Statement
IRES/IRAP CHANGES
- Trademarks and deferred charges not capitalised
pursuant to IAS/IFRS
- Misalign. of accounting-tax amounts for “Santa Rosa”
trademark
- Misalign. of accounting-tax amounts for the “Santa
Rosa” brand
- Misalign. of accounting-tax amounts for the “Diete.Tic”
brand
- Misalign. of accounting-tax amounts for the “Loria
na”
brand
- Civil and fiscal variances of the amortisation of Brands
- Taxed risk and write-down provisions
- Others
48
(7,546)
3,410
(276)
(514)
98
2,168
344
13
(2,105)
851
(77)
(143)
27
529
96
68
0
0
(1,062)
0
0
2,159
146
19
0
0
(296)
0
0
528
40
Total
(2,268)
(809)
1,311
291
The item "Deferred tax assets/(Provision for deferred taxes)" refers to the recognition of temporary differences
between the values recorded in the statement of financial position of the assets and liabilities and the related
amounts recognised for tax purposes. The credit items are estimated to refer to differences that will be
reabsorbed in the medium and long term.
With reference to the misalignment of the tax values attributable to the Santa Rosa brand, during the year the
amount of EUR 1,052 thousand was allocated to the Provision for deferred taxation due to the misalignment
as at December 31, 2021 resulting from the failure to extend the optional legislation on the
Valsoia S.p.A./Annual Financial Report at December 31, 2021
79
revaluation/realignment of intangible assets. In light of recent clarifications by the tax authorities (with Circular
no. 6 of March 1, 2022, referring to Decree Law no. 104/2020 and Law no. 234/2021), a prudent valuation
resulted in a further net increase in the Allowance for Deferred Taxation as of December 31, 2021, equal to
EUR 201 thousand.
Note (22) – Provision for post-employment benefits
This item includes the allocations for the post-employment benefits due to employees and had the following
movements:
Description
Taxable amount
Opening provision for post
-
employment benefits at 12/31/2020
395
2021 changes
- Financial income/(charges)
- End of employment severances and advances to employees
-
Actuarial gains (losses)
0
(16)
1
Closing provision for post
-
employment benefits at 12/31/2021
380
The provision for post-employment benefits is valued according to the IAS 19 standard, by which it is
recognised under “Defined benefit plans”; therefore, it was recognised through the actuarial projected unit
credit method.
Following are the main assumptions used for the calculation:
Demographic assumptions
Mortality rate: the probabilities have been drawn from the general Italian population based on age and sex
(ISTAT) in 2000, and decreased by 25%.
Invalidity rates: for calculating the probability of exiting the company due to a total and permanent disability of
the employee, the disability tables that are currently used by insurance companies, based on age and sex, were
used.
As regards retirement age, it was assumed that active employees would stop working as soon as they reach
the first pre-requisite for retirement as set forth in the mandatory general insurance scheme. The valuation
incorporates the changes in the retirement age dictated by the “Monti” Reform.
As for the probability of ending employment for resignations or termination, a 4% annual frequency was used.
As for the probability of requests for advances on salaries, for projection purposes, an annual 2.8% advance
rate (percentage of employees who ask for an advance from their post-employment benefits, every year) was
used. As regards the amount of advance payments, 50% of the accrued provision for post-employment benefits
amount was used.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
80
Business-financial assumptions
A rate of 0.4403% per annum was used as the discount rate for valuations as of 12/31/2021 for bonds issued
by European companies with AA ratings for maturities of 7-10 years.
Note: the average maturity of the company's liabilities is 7.05 years.
Yearly Inflation rate: 1.5%
Shareholders’ equity - Note (23)
Share capital
The share capital of the Company is fully paid up and amounts to EUR 3,533,772.66, with 10,708,402 ordinary
shares of a Nominal value of EUR 0.33 each.
Legal reserve
This is the reserve accrued pursuant to Art. 2430 of the Italian Civil code.
Revaluation/realignment reserves
This item is made up of the Revaluation Reserve set aside pursuant to Law 488/2001 and Law 350/2003, as
well as the Realignment Reserves for tax purposes only of Intangible Assets (Trademarks and Goodwill) carried
out in accordance with the relevant laws.
IAS/IFRS adjustments reserve
The effects of the IFRS adjustments on Shareholders’ equity at January 1, 2004 have been recorded in the
IAS/IFRS reserve.
Other reserves
The other reserves include:
- extraordinary reserve deriving from the allocation of profits accrued but not yet distributed on a
voluntary basis in previous periods, as set forth by the Shareholders' Meeting;
- retained earnings resulting from the application of the IAS/IFRS accounting standards starting from the
transition date of January 1, 2004;
- reserve set up within the scope of the Allowance for doubtful accounts, in application of the IAS 8
accounting standard occurring in 2006;
- actuarial gains (losses) reserve: this includes the actuarial gains/losses deriving from the application of
the IAS 19 standard;
- reserve for the effects of the first application (FTA) of accounting standard IFRS15.
- stock option reserve. This item includes:
o the 2011-2015 Stock Option Plan reserve set aside for a total amount of EUR 490 thousand,
corresponding to the charges applicable to the 5 validity periods of the Plan.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
81
o the 2016-2019 Stock Option Plan reserve set aside for a total amount of EUR 844 thousand,
corresponding to the charges applicable to the 3 validity periods of the Plan.
o The 2019-2022 Stock Option Plan reserve set aside for a total of ER 1,100 thousand,
corresponding to the charges relating to the 3 years of validity of the Plan (currently in progress).
The first two Plans concluded with the issuance of the equity-linked instruments and the related
increase of the Share Capital.
With reference to the charges relating to the 2019-2
022 Stock Option Plan, in accordance with IFRS2, they
have been estimated by assessing:
- the percentage of probability in achieving the objectives set out in the Plan and the consequent number of option
rights accrued by the beneficiaries, based on the plans set out by the company and the probability of their
achievement;
- the fair value of the assigned option rights. This value was determined, in reference to the date of the actual
initial assignment of the option rights approved by the Board of Directors on November 11, 2019, by using the
Cox-Rubinstein binomial model for Bermudan options based on the following assumptions:
Measurement of fair value - 2019-2022 SOP: summary of data
Bermudan 1 Bermudan 2 Bermudan 3
Measurement Date 11/11/2019
Start of Vesting Period 04/30/2020
04/30/2021
04/30/2022
End of Vesting Period 12/30/2022
12/30/2022
12/30/2022
Market price of the share (EUR) 10.95
Strike price of the share (EUR) 0.33
Volatility 27.724%
Risk-free rate (Btp 5 years) -0.335%
Estimated dividends 1.50%
Unit fair value (EUR) 10.54 10.37 10.21
As regards the probability of employees leaving the Company (exit rate), the rate used is 0% per year (bad leaver).
The comprehensive fair value of the Stock Option Plan was estimated from the product between the unitary fair
value of the individual option and the expected value of the number of option rights accrued at the exercise dates.
This expected value is the result of the product between the number of option rights assigned and the probability of
achieving the Company’s performance targets.
The number of option rights assigned by the Board of Directors on November 11, 2019 is 168,000 in total, out of a
maximum of 200,000 options that can be assigned:
− 56,000 allocated for 2019 and subject to exercise, after accrual, from April 30, 2020 for 50% (target 1) and for
the other 50% (target 2) from April 30, 2022;
Valsoia S.p.A./Annual Financial Report at December 31, 2021
82
− 56,000 allocated for 2020 and subject to exercise, after accrual, from April 30, 2021 for 50% (target 1) and for
the other 50% (target 2) from April 30, 2022;
− 56,000 assigned for the financial year 2021 and subject to exercise, after accrual, starting from April 30, 2022.
For details on the items composing the Shareholders' Equity, see the table below:
Description 12/31/2021 12/31/2020
Possibility of
use
Share capital
3,534
3,525
-
Legal reserve
701
701
B
Tax revaluation/realignment reserves
29,377
26,424
A, B, D
IAS/IFRS adjustments reserve
(1,202)
(1,202)
-
Other reserves:
IAS 8 adjustment reserve
469
469
A, B, C
earnings brought forward for transition to IAS/IFRS
417
417
A, B, C
extraordinary reserve
35,541
34,899
A, B, C,
S.O.P. reserve 2011
-
2015
490
490
A, B, C
S.O.P. reserve 2016
-
2019
844
844
A, B, C
S.O.P. reserve 2019-2022
Cash flow hedge reserve
1,100
0
790
0
A, B, C
reserve for actuarial gains/losses
(9)
(8)
-
reserve for exchange rate gains
9
9
Total other reserves
38,861
37,910
Profit/(loss):
Profit for the period
7,365
7,654
Total Shareholders’ equity
78,636
75,012
Key for the possibility of use:
A. Available for share capital increases;
B. Available for loss hedging;
C. Available for shareholders distribution;
D. Available for the distribution to shareholders with the loss of the benefit of tax suspension.
It should also be noted that, during the year, dividends were distributed to the shareholders for a total of EUR
4.1 million, as an appropriation of profits for the year 2020.
Analysis of the breakdown of the main items of the income statement
Note (24) - Value of production
Valsoia S.p.A./Annual Financial Report at December 31, 2021
83
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Revenue from sales and services:
- Revenue - Italy
-
Revenue
-
Abroad
83,902
7,051
76,984
6,477
Total sales revenue
90,953
83,461
Changes in inventories of work in progress, semi-finished and
finished goods
- Opening inventories
-
Closing inventories
(6,996)
7,173
(4,829)
6,996
Changes in inventories of finished and semi
-
finished products
177
2,167
Other revenue and income
1,857
1,158
TOTAL VALUE OF PRODUCTION
92,987
86,786
The table below shows the distribution of revenue from sales and services, in Italy, by product family.
Description
(EUR 000)
12/31/2021
12/31/2020
Change
EURO
% Inc.
EURO
% Inc.
%
Health Food Products Division (a)
49,321
54.2
47,535
56.9
+3.8
Food
Products Division (b)
29,293
32.2
23,844
28.6
+22.9
Others (c)
5,288
5.8
5,605
6.7
-5.7
TOTAL ITALIAN REVENUE
83,902
92.2
76,984
92.2
+9.0
Sales abroad
7,051
7.8
6,477
7.8
+8.9
TOTAL REVENUE
90,953
100.0
83,461
100.0
+9.0
(a) Valsoia Bontà e Salute, Vitasoya, Naturattiva trademarks
(b) Santa Rosa (jams), Diete.Tic, Loriana, Weetabix Brands
(c) Supplements, Industrial products
Regarding the comment on the change in sales revenue, please see the Directors' Report.
The item “Other revenue and income” is detailed as follows:
Description 12/31/2021 12/31/2020
Other revenue and income:
Valsoia S.p.A./Annual Financial Report at December 31, 2021
84
- Chargeback to third parties
- Capital gains on sale of assets
-
Other
631
13
1,213
278
10
870
Total other revenue and income
1,857
1,158
The Chargeback to third parties is to be attributed to business and promotional costs incurred pursuant to
distribution agreements charged to the counterparty and the recovery of costs incurred on behalf of third
parties.
Other revenues refer to out-of-period income, operating grants and also include the consideration agreed
following the Licensing contract with third parties for the Santa Rosa “Pomodorissimo” line. Moreover, for the
year 2021, they include the release, with consequent recognition in the Income Statement, of the Allowance
for risks and charges, amounting to EUR 200 thousand, allocated at December 31, 2020: the legal action to
which it refers was settled with a settlement of EUR 50 thousand, the cost of which is included under entry
“Other operating expenses”.
Note (25) - Operating costs
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Purchase costs
- Raw materials
- Ancillary materials
- Consumable materials
-
Finished products and goods
11,028
2,041
744
35,580
12,449
1,778
598
29,038
Total purchases
49,393
43,863
Services
- Industrial
- Marketing and sales
-
Administrative and general
3,885
10,761
3,812
3,853
10,720
3,352
Total services
18,458
17,925
Cost of use of assets owned by other, of
third
-
party
assets
180
148
Labour costs
- Wage and salaries
- Social security charges
- Post employment benefits
-
Other labour costs
7,618
2,780
6
140
7,117
2,710
14
123
Valsoia S.p.A./Annual Financial Report at December 31, 2021
85
- Personnel charges pursuant to SOP
310
747
Total labour costs
10,854
10,711
Change in inventories
of raw materials
(374)
422
Other overheads
1,262
1,748
TOTAL OPERATING COSTS
79,773
74,817
During the year, Cost of sales and costs directly related to sales (logistics costs) increased due to the increase
in turnover.
The item "Cost for use of third-party assets" contains the costs related to operating leases that do not fall within
the scope of application of IFRS 16, as they are less than 12 months old or individually of insignificant amount.
With regard to "Personnel costs", the item includes the entire expense for employees and contract-based
personnel, excluding remuneration to the Board of Directors, including the cost for holidays and permits
accrued and not used, additional months and other legal provisions. It also includes EUR 310 thousand in stock
option charges relating to the 2019 -2022 SOP, as better described in Note 23) Shareholders' equity.
As at December 31, 2021, the workforce of the Company comprised
Description 12/31/2021 12/31/2020
Executives
10 10
Employees and managers
94 89
Factory workers
25 23
Contract
-
based workers
1 1
Total employees
130 123
For further details, please see the Directors' Report - Information on the personnel.
The item "Other overheads breaks" down as follows:
Description 12/31/2021 12/31/2020
Other overheads:
- Duties, Taxes, excise licenses and Registration fees
- Credit losses
- Capital loss from asset disposal
- Contingent liabilities
-
Membership fees
99
100
2
128
192
509
111
8
179
176
Valsoia S.p.A./Annual Financial Report at December 31, 2021
86
- Other charges 741
765
Total other overheads
1,262
1,748
Among the taxes and duties, in the previous year, the registration tax, equal to EUR 393 thousand, was allocated
to the buyer and related to the purchase of the “Loriana” company.
Losses on assets are determined entirely by the elimination from the accounting books of two buildings for civil
use located in Serravalle Sesia, included in the perimeter of the industrial plant, which were demolished during
the year and for which the capital loss accounted for amounts to EUR 302 thousand; in anticipation of this
event, in the course of the 2020 financial year, a building write-down provision equal to EUR 300 thousand
was set aside and used to offset the loss.
Out-of-period expense refers to operating costs recognised in the period pertaining to previous years.
Other charges mainly consist of costs for the disposal of obsolete products, charges for donations,
entertainment expenses and contributions to trade associations; in the financial year 2021, in particular, the
provision to the Provision for Risks for potential liabilities of EUR 220 thousand is classified here (see note 16)
Note (26) – Amortisation, depreciation and write-downs of fixed assets
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Depreciation of fixed assets Intangible
684
440
Depreciation of fixed assets
Materials
1,233
1,260
Write
-
down of fixed assets. Materials
0
300
Amortisation of right
-
of
-
use assets
561
565
Total amortisation and depreciation
2,478
2,565
In general, depreciation on intangible and tangible fixed assets is essentially in line with the past. For more
details on changes in fixed assets, reference should be made to Notes 6), 7) and 8).
With reference to the item “Amortisation of assets for rights of use", please refer to the description in point 8)
Fixed assets for rights of use above.
Note (27) - Net financial income/expenses
This item breaks down as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2021
87
Description 12/31/2021 12/31/2020
Interest income and other financial
income
4
4
Interest expense and bank charges
(74)
(98)
Foreign exchange gains/(losses)
1
(18)
Total financial income/(charges)
(69)
(112)
Financial income comprises primarily interest income from current bank accounts and from forward purchase
operations in addition to interest expense on non-current loans.
Financial charges are represented primarily by foreign currency discount expenses recognised to customers.
In the year ended on December 31, 2021, there were overall exchange gains of EUR 1 thousand.
Considering the limited exposure of the Company to changes in interest rates and foreign exchange rates, a
sensitivity analysis thereof is not considered to be necessary.
Note (28) – Taxes
This item breaks down as follows:
Description 12/31/2021 12/31/2020
Current IRES
-
IRAP income taxes
(1,533)
(1,549)
(Advance)/deferred taxes
(1,100)
121
Taxes
-
non
-
recurring effects (replacement for realignment)
(670)
(210)
Total Taxes
(3,303)
(1,638)
Prepaid taxes are shown net of deferred taxes; the balance expresses the taxes that have been calculated on
provisions and other temporary differences whose tax disbursement has been anticipated over time. Details of
the accounting treatment of deferred tax assets and liabilities are provided in Note 21) Provision for deferred tax
liabilities, as well as the effects of what is reported below under item “non-recurring tax effects”.
The non-recurring tax effects refer, in general, to the cost of the Substitute Taxes to be recognised following
tax realignment operations on Intangible assets (Trademarks and/or Goodwill).
A number of changes were made in relation to legislative changes during the last financial year - which made it
necessary to reconsider certain tax choices made last year on the basis of the original provisions of Art. 110 of
Decree Law 104/2021 in light of the amendments subsequently introduced in the legislation - and/or new
official interpretations made in recent months by the Revenue Agency, it became necessary to prepare the
appropriate and consequent accounting and financial statements, which are summarised below, in particular in
relation to the tax exemptions completed by the company at December 31, 2020.
- With regard to all realignments carried out last year on the basis of the above-mentioned provision in Art. 110
Valsoia S.p.A./Annual Financial Report at December 31, 2021
88
of Decree Law no. 104/2020, the amendments made ex post in accordance with the provisions of Art. 1,
paragraph. 622 of Law 12/31/2021, no. 234 which introduced paragraph 8-ter (Budget Law for the year
2022 published in the Standard Series of the Official Journal of the Italian Republic no.310 of 12/31/2021)
and therefore - cumulatively - the fiscal realignments that affected (i) the Santa Rosa brand, and (ii) the Santa
Rosa goodwill, after careful evaluation and in light of the further clarifications that emerged with the Revenue
Agency Circular 6 dated March 1, 2022, the Company, being included among the exercisable options, deemed
it appropriate:
o to confirm the decision to carry out the realignments in question, accrued on the basis of previous
legislation, despite the penalties introduced.
o to opt, as permitted by the new legislation, for the deduction of “the greater value attributed pursuant
to paragraphs 4, 8 and 8-bis to the intangible assets” in question to the extent of one eighteenth for
each tax period, integrating the original substitute tax up to the extent corresponding to that
established by Article 176, paragraph 2-ter, of the Consolidated Income Tax Act, pursuant to
Presidential Decree no. 917 of 1986 (TUIR).
As a result of these choices, the corresponding effects on the 2021 budget represented therein can be
summarised as follows:
As at
December 31,
2020 December 31, 2021
Substitute taxes on the following transactions:
Substitute tax 3%
pursuant to
Decree Law
104/21
Declaration of
Integr. 3%
pursuant to
Decree Law
104/2021
Substitute tax
pursuant to Law
234/21 (*)
Santa Rosa Brand Realignment 113,190
670,363
Santa Rosa Goodwill Realignment 96,909
Partial 0 670,363
Total 210,099 670,363
(*) = substitute tax determined for realigned brackets of values and not for individual asset
With reference to current taxes, the reconciliation between the theoretical and actual taxes at 12/31/2021
and 2020 is shown below:
Description
2021
2020
Taxable
amount
Tax Rate %
Taxable
amount
Tax Rate %
Pre
-
tax profits
10,668
9,292
Total theoretical IRES
2,560
24.0
2,230
24.0
ACE effect (*)
(273)
(144)
Valsoia S.p.A./Annual Financial Report at December 31, 2021
89
Description
2021
2020
Taxable
amount
Tax Rate %
Taxable
amount
Tax Rate %
Charitable donations
(16)
(20)
Other tax recoveries /
(deductions) - net effect - (perm
+ temp)
(1,047)
(729)
Total current IRES (a)
1,224
1,337
Tax base for IRAP
21,590
20,116
Total theoretical IRAP
842
3.9
785
3.9
Personnel cost deduction
(395)
(373)
Refund of first advance
payment
0
(72)
IRAP deductions
(138)
(128)
Total current IRAP (b)
309
212
Total current taxes (a) + (b)
10,668
1,533
14.4
9,292
1,549
16.7
(*) = in 2021 ACE + Super ACE effect
Note (29) - Basic and diluted earnings per share
The basic earnings per share are determined by dividing the profit for the year by the number of shares (no.
10,708,402) which compose the share capital.
The diluted earnings per share is determined by dividing the profit for the year by the number of shares
composing the share capital and the potentially new issued shares following the 2019-2022 SOP.
Positions or transactions deriving from atypical and/or unusual operations
During the year ended on December 31, 2021, in addition to the foregoing, there were no events/transactions
falling within the scope of Consob Communication DEM/6064293 of July 28, 2006. As instructed in said
Communication, “atypical and/or unusual transactions are those that, because of their significance, importance,
nature of the counterparties, purpose of the transaction, method for determining the transfer price or time of
their occurrence (close to the end of the year), could give rise to doubts relating to: the accuracy and
completeness of the information in the financial statements, a conflict of interest, the safeguarding of the
company’s assets or the protection of non-controlling shareholders”.
Information on transactions carried out with the hol
ding company, subsidiaries and related
parties
Valsoia S.p.A./Annual Financial Report at December 31, 2021
90
Following are the main economic, financial and equity effects of the transactions that took place with the parent
company Finsalute S.r.l.
Holding company
revenue/(costs) receivables/(payables)
collections/(payme
nts)
FY 2021
01/01/202
1
12/31/2021
FY 2021
Finsalute
S.r.l.
5
2
2
7
Total transactions with the
holding company
5 2 2 7
During the year, the following transactions with related parties, aggregated by nature, were also noted. These
include transactions with the subsidiaries Valsoia Pronova d.o.o. and Swedish Green Food Co. AB, also
concluded at normal market conditions:
Related party
Revenue/(Costs) Receivables/(Payables)
Collections/(Paym
ents)
FY 2021
01/01/202
1
12/31/2021
FY 2021
Membership fees
(127)
(2)
(1)
(148)
Directors’ remuneration
(28)
(12)
(22)
(20)
Purchase of goods and services
127
/(
140)
97
/(
25)
66/(
37)
158/(135)
Valsoia Pronova Doo
Swedish Green Food Co AB
376/(45)
72/(25)
173/(11)
0
108/(0)
78/(1)
440/(34)
25/(22)
Total transactions with related
parties
575/(365) 270/(50) 252/(62) 623/(359)
The major transactions with related parties in terms of income and equity refer to the ordinary operations
(Purchase of goods and services) carried out at arm's length, which took place with Consorzio Italia del Gusto.
Information required by article 149-duodecies of CONSOB Issuers’ Regulation
The following schedule, prepared pursuant to article 149-duodecies of the CONSOB Issuers’ Regulation, shows
the consideration payable and the expenses for 2021 for auditing services and for other services provided by
KPMG S.p.A. and companies belonging to its network.
Description Remuneration
KPMG S.p.A.
Valsoia S.p.A./Annual Financial Report at December 31, 2021
91
Description Remuneration
- Auditing and certification services
-
Cost reimbursement and contrib. Consob
83
16
Total remuneration
99
Remuneration of the Statutory Auditors and the Directors
Pursuant to Consob Resolution no. 11971/99 (Issuers’ Regulation), the remuneration paid or, in any case
attributed, in the 2021 financial year to the members of the Board of Directors and the Board of Statutory
Auditors, as well as to the Executives with strategic responsibilities and the investments held by them during
the year are illustrated in the “Report on Remuneration”, which will be made available at the Shareholders’
Meeting called for the approval of the Financial Statements as at December 31, 2021.
Report on transparency regarding public funds
As required by Art. 1 paragraphs 125 - 129 of Law 124/2017 amended by Article 35 of Law 34/2019, the
public disbursements granted to Valsoia Spa during the year 2021 for an amount not less than EUR 10 thousand
cumulatively in the period considered are summarised below.
Funding Entity
Type of
Amount
funding
2021
Ministry of Economic
Development
Contrib. 2020 R&D 47
Ministry of Economic
Development
Cred. Tax Investments in instrumental assets 109
GSE – Gestore Servizi Elettrici
Contribution to energy production by
Photovoltaic plant
42
TOTAL 198
Events following the close of the financial year
With the continued health alert for the COVID-19 pandemic into the early months of 2022, the Company took
action, in line with the indications of the competent authorities, to guarantee the safety and security of all
stakeholders, assuring business continuity. At the date of preparation of this Report, there were no significant
economic or financial effects.
On February 21, 2022, the Russian Federation officially recognised two secessionist regions in eastern Ukraine
and authorised the use of military force in those territories. On February 24, 2022, Russian troops entered Ukraine
Valsoia S.p.A./Annual Financial Report at December 31, 2021
92
and began military operations in several locations. These operations, still ongoing as of today’s date, have resulted
in casualties, significant population dislocation, infrastructure damage, and disruption of economic activity in
Ukraine.
In response, multiple jurisdictions, including the EU, the UK, Switzerland, the US, Canada, Japan, and Australia
have announced initial tranches of economic sanctions on Russia (and in some cases Belarus).
From a commercial point of view, the Company has no ongoing direct relations with subjects resident in the
Russian and Ukrainian territories, neither with reference to sales flows nor to direct supply flows. However,
internal analyses are underway on the consequent negative impact on the procurement costs of energy and some
agricultural raw materials, which will be added to the inflationary trend already underway since the end of 2021,
resulting from the post health emergency recovery.
The Company closely monitors the development of the situation in Ukraine, and is implementing procedures
aimed at monitoring the sanctioning measures published on the websites of the Official Journal of the European
Union, the European Council, the Financial Intelligence Unit - FIU and the Financial Security Committee:
- Prohibition of establishing commercial, financial or any other kind of relations with subjects residing in the Russian
Federation and Ukraine;
- Strengthening of company data back up policies, of the Disaster recovery procedure and of the cybersecurity
system, in general;
At this time, the Directors do not believe that the current conflict will result in material uncertainties regarding
the going concern assumption.
Allocation of profit for the period
Dear Shareholders, the Financial Statements that we submit to your attention show a profit of EUR
7,364,511.26.
We propose to allocate:
- to the extraordinary reserve: EUR 3,295,318.50
- a dividend of EUR 0.38 for each of the
10,708,402 shares totalling: EUR 4,069,192.76
We hereby propose that the dividends be paid on May 11, 2022, with a record date of May 10, 2022 and a
dividend ex date of May 9, 2022.
/
Bologna, March 17, 2022
The Chairman of the Board of Directors
Lorenzo Sassoli de Bianchi
Valsoia S.p.A./Annual Financial Report at December 31, 2021
93
Annual Financial Report at December 31, 2021
Statement pursuant to Art.
154-bis of Legislative
Decree 58/98
4 /
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