Natuzzi S.p.A. Files 20-F Annual Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>Natuzzi S.p.A. has submitted its 20-F annual report detailing its financial performance and business operations for the fiscal year ending December 31, 2023.</b>

AI Summary

NATUZZI S P A (NTZ) filed a Foreign Annual Report (20-F) with the SEC on April 30, 2024. Natuzzi S.p.A. filed its 20-F annual report for the fiscal year ending December 31, 2023. The filing covers financial data and business operations for the period. Key financial instruments and risks, including credit and market risks associated with floating interest rates, are detailed. The report references various subsidiaries and geographical segments, including North America and specific countries like Great Britain, Canada, and Israel. Information on property, plant, and equipment, including buildings and machinery, is provided for the fiscal years 2021-2023.

Why It Matters

For investors and stakeholders tracking NATUZZI S P A, this filing contains several important signals. This 20-F filing provides a comprehensive overview of Natuzzi's financial health, operational risks, and strategic positioning for investors and stakeholders. The detailed disclosures on financial instruments, assets, and liabilities are crucial for understanding the company's exposure to market fluctuations and credit risks.

Risk Assessment

Risk Level: medium — NATUZZI S P A shows moderate risk based on this filing. The company's financial disclosures indicate exposure to market and credit risks, particularly related to floating interest rates and various debt instruments, suggesting potential volatility.

Analyst Insight

Investors should review the detailed risk factor disclosures and financial instrument analyses within the 20-F to assess potential impacts on Natuzzi's profitability and financial stability.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-04-30 — Filing Date (Filed as of Date)
• 0000900391 — Central Index Key (Filer Identification)
• 2510 — Standard Industrial Classification (Business Activity Code)

Key Players & Entities

• NATUZZI S P A (company) — Filer
• Natuzzi S.p.A. (company) — Company Name
• 20231231 (date) — Conformed Period of Report
• 20240430 (date) — Filed as of Date
• 0000900391 (company) — Central Index Key
• HOUSEHOLD FURNITURE (industry) — Standard Industrial Classification
• VIA IAZZITIELLO 47 (address) — Business Address Street 1
• SANTERAMO (location) — Business Address City

FAQ

Risk Factors

• Financial Risk Management [medium — financial]: The company manages financial risks, including credit risk and market risk related to floating interest rates, by employing various strategies and financial instruments.
• Property, Plant, and Equipment [low — operational]: Disclosures cover various categories of property, plant, and equipment, including buildings, machinery, and vehicles, across different fiscal years.
• Fair Value Measurements [low — financial]: The company provides information on financial instruments measured at fair value, including those with fixed and floating interest rates.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the 20-F filing.
• 2024-04-30: Filing Date — Date the 20-F report was officially submitted to the SEC.

Filing Documents

• ntz-20231231.htm (20-F) — 7899KB
• ntz-ex4_3.htm (EX-4.3) — 147KB
• ntz-ex4_4.htm (EX-4.4) — 86KB
• ntz-ex4_5.htm (EX-4.5) — 46KB
• ntz-ex8_1.htm (EX-8.1) — 76KB
• ntz-ex12_1.htm (EX-12.1) — 9KB
• ntz-ex12_2.htm (EX-12.2) — 9KB
• ntz-ex13_1.htm (EX-13.1) — 13KB
• ntz-ex15_1.htm (EX-15.1) — 5KB
• ntz-ex97_1.htm (EX-97.1) — 60KB
• img52455601_0.jpg (GRAPHIC) — 20KB
• img52455601_1.jpg (GRAPHIC) — 19KB
• img240869367_0.jpg (GRAPHIC) — 8KB
• 0000950170-24-050376.txt (&nbsp;) — 37155KB
• ntz-20231231.xsd (EX-101.SCH) — 4146KB
• ntz-20231231_htm.xml (XML) — 9790KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Table of Contents Page PART I 3

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3

KEY INFORMATION

ITEM 3. KEY INFORMATION 3

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 12 Business Overview 12 Organizational Structure 13 Strategy 13 Manufacturing 18 Supply-Chain Management 19 Products 21 Innovation 21 Advertising 23 Retail Development 24 Markets 25 Customer Credit Management 29 Incentive Programs and Tax Benefits 29 Management of Exchange Rate Risk 30 Trademarks and Patents 30 Regulation 31 Environmental Regulatory Compliance 31 Insurance 32 Description of Properties 32 Capital Expenditures 32

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 32

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 33 Non-GAAP Financial Measures 33 Results of Operations 34 2023 Compared to 2022 35 2022 Compared to 2021 38 Liquidity and Capital Resources 38 Research and Development 42 Trend information 42 Critical Accounting Estimates 44 New Accounting Standards under IFRS 46

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 48 Compensation of Directors and Officers 51 Statutory Auditors 52 Employees 53 Share Ownership 53 Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 54

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 55 Major Shareholders 55 Related Party Transactions 56

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 56 Consolidated Financial Statements 56 Export Sales 56 Legal and Governmental Proceedings 56 Dividends 57

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 58 Trading Markets 58 i Table of Contents

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 59 By-laws 59 Material Contracts 64 Exchange Controls 64 Taxation 65 Documents on Display 70

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 71

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 73

DEBT SECURITIES

ITEM 12A. DEBT SECURITIES 73

WARRANTS AND RIGHTS

ITEM 12B. WARRANTS AND RIGHTS 73

OTHER SECURITIES

ITEM 12C. OTHER SECURITIES 73

AMERICAN DEPOSITARY SHARES

ITEM 12D. AMERICAN DEPOSITARY SHARES 73 PART II 75

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 75

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 75

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 75

[RESERVED]

ITEM 16. [RESERVED] 76

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 76

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 76

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 76

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 77

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 77

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 77

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 78

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 81

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 81

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 81

CYBERSECURITY

ITEM 16K. CYBERSECURITY 81 PART III 83

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 83

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 83

EXHIBITS

ITEM 19. EXHIBITS ii Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION In this annual report on Form 20-F (the "Annual Report"), references to "" or "Euro" are to the Euro and references to "U.S. dollars," "dollars," "U.S.$" or "$" are to United States dollars. The consolidated financial statements of Natuzzi S.p.A. as at December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), including interpretations issued by the IFRS Interpretations Committee ("IFRS IC") applicable to companies reporting under IFRS. The consolidated financial statements and the notes thereto included in Item 18 of this Annual Report are referred to collectively as the "Consolidated Financial Statements". All discussions in this Annual Report are in relation to IFRS, unless otherwise indicated. In this Annual Report, the term "seat" is used as a unit of measurement. A sofa consists of three seats; an armchair consists of one seat. In this Annual Report "revenue" is also referred to as "net sales". The terms "Natuzzi," "Natuzzi Group," "Company," "Group," "we," "us," and "our," unless otherwise indicated or as the context may otherwise require, mean Natuzzi S.p.A. and its consolidated subsidiaries. None of the websites referred to in this Annual Report, including where a link is provided, nor any of the information contained on such websites is incorporated by reference in this Annual Report. 1 Table of Contents FORWARD-LOOKING INFORMATION The Company makes forward-looking statements in this Annual Report. Statements that are not historical facts, including statements about the Group's beliefs and expectations, are forward-looking statements. Words such as "believe," "expect," "intend," "plan," "anticipate," "likely," "project," "target," "seek," "goal," "aim," "could," "should,"

IDENTITY OF DIRECTORS, S ENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, S ENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY I NFORMATION

ITEM 3. KEY I NFORMATION Risk Fa ctors Investing in the Company's American Depositary Shares ("ADSs") involves certain risks. You should carefully consider each of the following risks and all of the information included in this Annual Report. Uncertain global macro-economic and political conditions could materially adversely affect our business, operations and economic and financial position — Our results of operations are materially affected by economic and political conditions in Italy, in the European Union and in the world, which may be influenced by several factors, most of which are beyond our control. Such factors include public health outbreaks (including the spread of new variants of COVID-19), geopolitical issues (including trade wars, the Russia's invasion of Ukraine, the Israel-Hamas conflict and the attacks by Houthi militants from Yemen on commercial shipping in the Gulf of Aden and Red Sea), stock market performance, interest and exchange rates, inflation, economic and political uncertainty, the availability of consumer credit, tax rates and unemployment levels. Deteriorating general economic conditions and generalized increased inflation may reduce consumers' disposable incomes and, therefore, client demand, which may negatively impact our profitability and put downward pressure on our prices and volumes. Moreover, sales of home furnishing goods tend to be significantly affected during recessionary periods or times of increased interest rates, when the level of disposable income tends to be lower or when consumer confidence is low. Of particular relevance in the global macro-economic environment are the uncertainties relating to the scope and duration of the ongoing military conflicts. In particular, the conflict between Russia and Ukraine and the sanctions levied by NATO and European Union in connection thereto are determining a worsening in global macro-economic conditions. While our operations in Russia and Ukraine are not significant, the

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