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Segment reporting
12 Months Ended
Dec. 31, 2022
Disclosure of operating segments [abstract]  
Segment reporting
5. Segment reporting
The Group has determined the operating segments based on the reports reviewed by the Board of Directors, which is considered the Chief Operating Decision Maker (“CODM”) as defined under IFRS 8 — Operating Segments (“IFRS 8”), for the purposes of allocating resources and assessing the performance of the Group.
The Group is organized in two operating and reportable segments, based on a brand perspective, as described below:
1.Zegna Segment — Includes all activities related to the Zegna Branded Products, Textile and Third Party Brands (previously referred to as Strategic Alliances) product lines.
2.Thom Browne Segment — Includes all activities related to the Thom Browne brand.
Adjusted Earnings Before Interest and Taxes (“Adjusted EBIT”) is the key profit measure used by the CODM to assess performance and allocate resources to the Group’s operating segments, as well as to analyze operating trends, perform analytical comparisons and benchmark performance between periods and among the segments. Adjusted EBIT is defined as profit or loss before income taxes, financial income, financial expenses, foreign exchange gains/(losses), result from investments accounted for using the equity method and impairments of investments accounted for using the equity method, adjusted for income and costs which are significant in nature and that management considers not reflective of ongoing operational activities, including, for one or all of the periods presented and as further described below, legal costs for trademark disputes, transaction costs related to acquisitions, severance indemnities and provisions for severance expenses, costs related to the Business Combination, net impairment of leased and owned stores, a special donation to the UNHCR, net (income)/costs related to lease agreements and certain other items.
Transactions between segments are executed on commercial terms that are normal in the respective markets and primarily relate to intersegment sales.
As a result of a change in the way the CODM and management view the business, starting with the year ended December 31, 2022, costs for certain central corporate functions that are not directly attributable to individual segments, and which were previously allocated to the Zegna Segment, are presented separately as Corporate. These central corporate costs, which have increased significantly following the Company’s public listing in December 2021, primarily relate to the compensation of the Board of Directors and costs for functions that are managed centrally on behalf of the entire group, including group general counsel, central finance, internal audit, investor relations, insurance coverage for directors and officers, compliance and certain other centralized activities, including those related to being a public company, for which the costs are not allocated to the segments. This presentation reflects the information regularly reviewed by the CODM for the purposes of allocating resources and assessing the performance of the Group, and management believes this presentation more accurately reflects the underlying nature of such costs and the profitability of the individual segments. As a result, the related costs for the years ended December 31, 2021 and 2020 have been reclassified from the Zegna Segment to Corporate to conform to the current period presentation, resulting in an increase in the Zegna Segment Adjusted EBIT compared to the amounts previously reported for the years ended December 31, 2021 and 2020.
No measures of assets or liabilities by segment are reported to the CODM. Therefore, the related information is not provided.
The following tables summarize selected financial information by segment for the years ended December 31, 2022, 2021 and 2020.
For the year ended December 31, 2022
(€ thousands)ZegnaThom BrowneCorporateIntercompany EliminationsGroup Consolidated
Revenues with third parties1,162,826330,0141,492,840
Inter-segment revenues 13,880877(14,757)
Revenues1,176,706330,891(14,757)1,492,840
Depreciation and amortization(148,747)(23,129)(6)(171,882)
Adjusted EBIT141,51348,077(31,861)157,729
Legal costs for trademark disputes (1)
(7,532)
Transaction costs related to acquisitions (2)
(2,289)
Severance indemnities and provisions for severance expenses (3)
(2,199)
Costs related to the Business Combination (4)
(2,137)
Net impairment of leased and owned stores (5)
(1,639)
Special donation to the UNHCR (6)
(1,000)
Net income related to lease agreements (7)
6,844
Financial income13,320
Financial expenses(54,346)
Foreign exchange losses(7,869)
Result from investments accounted for using the equity method2,199
Profit before taxes101,081
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(1)Relates to legal costs of €7,532 thousand incurred in 2022 by the Thom Browne Segment in connection with a legal dispute between adidas and Thom Browne, primarily in relation to the use of trademarks. This amount is recorded within the line item “purchased, outsourced and other costs” in the consolidated statement of profit and loss.
(2)Relates to transaction costs of €2,289 thousand incurred in 2022 in connection with acquisitions, primarily for consultancy and legal fees related to the TFI Acquisition. This amount is recorded within the line item “purchased, outsourced and other costs” in the consolidated statement of profit and loss and is related to Corporate.
(3)Relates to severance indemnities incurred by the Zegna Segment of €2,199 thousand recorded within the line item “personnel costs” in the consolidated statement of profit and loss.
(4)Costs related to the Business Combination of €2,137 thousand in 2022 relate to the grant of equity awards to management in 2021 with vesting subject to the public listing of the Company’s shares and certain other performance and/or service conditions. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss and relates to the Zegna Segment for €1,101 thousand, to the Thom Browne Segment for €98 thousand and to Corporate for €938 thousand. For additional information please refer to Note 40 — Shared-based payments.
(5)Net impairment of leased and owned stores includes (i) impairment of €2,369 thousand related to right-of-use assets, (ii) reversals of impairment of €756 thousand related to property plant and equipment and (iii) impairment of €26 thousand related to intangible assets, all of which are recorded within the line item “depreciation, amortization and impairment of assets” in the consolidated statement of profit and loss and relate to the Zegna Segment for a net impairment of €819 thousand and to the Thom Browne Segment for impairment of €820 thousand.
(6)Relates to a donation of €1,000 thousand in 2022 to the United Nations High Commissioner for Refugees (UNHCR) to support initiatives related to the humanitarian emergency in Ukraine. This amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss and is related to Corporate.
(7)Net income related to lease agreements in 2022 relate entirely to the Zegna Segment and include (i) proceeds of €6,500 thousand received from new tenants in order for Zegna to withdraw from existing lease agreements of commercial properties (recorded within the line item “other income” in the consolidated statement of profit and loss) and (ii) €950 thousand for reversals of previously recognized provisions in respect of a legal claim related to a lease agreement in the United States (recorded within “write downs and other provisions” in the consolidated statement of profit and loss), partially offset by (ii) €606 thousand for costs related to a sublease agreement in the United States (recorded within “other operating costs” in the consolidated statement of profit and loss).
For the year ended December 31, 2021
(€ thousands)ZegnaThom BrowneCorporateIntercompany EliminationsGroup Consolidated
Revenues with third parties1,029,005263,3971,292,402
Inter-segment revenues 6,170669(6,839)
Revenues1,035,175264,066(6,839)1,292,402
Depreciation and amortization(137,500)(17,173)(2)(154,675)
Adjusted EBIT131,92938,097(20,911)149,115
Costs related to the Business Combination (1)
(205,059)
Net costs related to lease agreements (2)
(15,512)
Severance indemnities and provisions for severance expenses (3)
(8,996)
Net impairment of leased and owned stores (4)
(8,692)
Other adjustments (5)
(4,884)
Financial income45,889
Financial expenses(43,823)
Foreign exchange losses(7,791)
Result from investments accounted for using the equity method2,794
Loss before taxes(96,959)
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(1)Costs related to the Business Combination in 2021 include:
a)€114,963 thousand relating to share-based payments for listing services recognized as the excess of the fair value of Zegna ordinary shares issued as part of the Business Combination and the fair value of IIAC’s identifiable net assets acquired, in accordance with IFRS 2. This amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss.
b)€37,906 thousand for the issuance of 5,031,250 Zegna ordinary shares to the holders of IIAC class B shares to be held in escrow. The release of these shares from escrow is subject to achievement of certain targets within a seven-year period. This amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss.
c)€34,092 thousand for transaction costs related to the Business Combination incurred by Zegna, including costs for bank services, legal advisors and other consultancy fees. This amount is recorded within the line item “purchased, outsourced and other costs” in the consolidated statement of profit and loss.
d)€10,916 thousand for the Zegna family’s grant of a €1,500 special gift to each employee of the Zegna Group as result of the Company’s listing completed on December 20, 2021. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss.
e)€5,380 thousand relating to grant of performance share units, which each represent the right to receive one Zegna ordinary share, to the Group’s Chief Executive Officer, other Zegna directors, key executives with strategic responsibilities and other employees of the Group, all subject to certain vesting conditions. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss. For additional information please refer to Note 40 — Shared-based payments.
f)€1,236 thousand related to the fair value of private warrants issued, pursuant to the Business Combination, to certain Zegna non-executive directors. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss.
g)€566 thousand related to the write-off of non-refundable prepaid premiums for directors’ and officers’ insurance. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss.
(2)Net costs related to lease agreements in 2021 relate entirely to the Zegna Segment and include (i) €12,192 thousand of provisions relating to a lease agreement in the United States following an unfavorable legal claim judgment against the Group (recorded within “write downs and other provisions” in the consolidated statement of profit and loss), (ii) €1,492 thousand of legal expenses related to a lease agreement in Italy (recorded within “other operating costs” in the consolidated statement of profit and loss) and (iii) €1,829 thousand in accrued property taxes related to a lease agreement in the UK (recorded within “write downs and other provisions” in the consolidated statement of profit and loss).
(3)Relates to severance indemnities incurred by the Zegna Segment of €8,996 thousand recorded within the line item “personnel costs” in the consolidated statement of profit and loss.
(4)Net impairment of leased and owned stores in 2021 includes impairment of (i) €6,486 thousand related to right-of-use assets, (ii) €2,167 thousand related to property plant and equipment and (iii) €39 thousand related to intangible assets, recorded within the line item “depreciation, amortization and impairment of assets” in the consolidated statement of profit and loss and related to the Zegna Segment.
(5)Other adjustments for the year ended December 31, 2021 include €6,006 thousand related to losses incurred by Agnona subsequent to the Group’s sale of a majority stake in Agnona in January 2021, for which the Group was required to compensate the company in accordance with the terms of the related sale agreement, as well as €144 thousand relating to the write down of the Group’s remaining 30% stake in Agnona, both of which relate to Corporate (both amounts are recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss), partially offset by other income generated by the Zegna Segment of €1,266 thousand relating to the sale of rights to build or develop airspace above a building in the United States (this amount is recorded within the line item “other income” in the consolidated statement of profit and loss).


For the year ended December 31, 2020
(€ thousands)ZegnaThom BrowneCorporateIntercompany EliminationsGroup Consolidated
Revenues with third parties835,244179,4891,014,733
Inter-segment revenues 8,074305(8,379)
Revenues843,318179,794(8,379)1,014,733
Depreciation and amortization(153,962)(12,243)(166,205)
Adjusted EBIT(7,243)28,994(1,738)20,013
Donations related to the COVID-19 pandemic (1)
(4,482)
Net costs related to lease agreements (2)
(3,000)
Net impairment of leased and owned stores (3)
(19,725)
Severance indemnities and provisions for severance expenses (4)
(12,308)
Impairment on held for sale assets (5)
(3,053)
Financial income34,352
Financial expenses(48,072)
Foreign exchange gains13,455
Result from investments accounted for using the equity method(4,205)
Impairments of investments accounted for using the equity method(4,532)
Loss before taxes(31,557)
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(1)Relates to donations of €4,482 thousand in 2020 to charitable organizations in Italy and abroad to support initiatives related to the COVID-19 pandemic, of which €3,175 thousand relates to Corporate and €1,307 thousand relates to the Zegna Segment (this amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss).
(2)Net costs related to lease agreements in 2020 relate entirely to the Zegna Segment and include €3,000 thousand for legal expenses relating to a lease agreement in the UK (recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss).
(3)Net impairment of leased and owned stores in 2022 includes (i) impairment of €15,716 thousand related to right-of-use assets, (ii) impairment of €4,011 thousand related to property plant and equipment and (iii) reversals of impairment of €2 thousand related to intangible assets, all of which are recorded within the line item “depreciation, amortization and impairment of assets” in the consolidated statement of profit and loss and relate to the Zegna Segment
(4)Relates to severance indemnities incurred by the Zegna Segment of €12,308 thousand recorded within the line item “personnel costs” in the consolidated statement of profit and loss.
(5)Relates to impairment on assets held for sale of €3,053 thousand in 2020, of which €988 thousand relates to Corporate and is recorded within the line item “write downs and other provisions” and €2,065 thousand relates to the write down of inventories in the Zegna Segment and is recorded within the line item “cost of raw materials and consumables” in the consolidated statement of profit and loss.
The following table summarizes non-current assets (other than financial instruments and deferred tax assets) by geography at December 31, 2022 and 2021.
At December 31,
(€ thousands)20222021
EMEA (1)
281,749273,926
   of which Italy 178,714166,467
North America (2)
549,634507,379
   of which United States (3)
546,362503,496
Latin America (4)
5,1474,690
APAC (5)
143,673143,616
   of which Greater China Region103,62170,828
   of which Japan21,33922,387
Total non-current assets (other than financial instruments and deferred tax assets)980,203929,611
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(1)EMEA includes Europe, the Middle East and Africa.
(2)North America includes the United States of America and Canada.
(3)Non-current assets in the United States at December 31, 2022 and 2021 included goodwill of €214,141 thousand and €201,662 thousand, respectively, and intangible assets with an indefinite useful life relating to the Thom Browne brand of €168,694 thousand and €158,864 thousand, respectively, which originated on acquisition of the Thom Browne Group in 2018. For additional information see Note 17 — Intangible assets.
(4)Latin America includes Mexico, Brazil and other Central and South American countries.
(5)APAC includes the Greater China Region, Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.
Non-current assets (other than financial instruments and deferred tax assets) in the Netherlands, the Company’s country of domicile, amounted to €1,909 thousand and €2,620 thousand at December 31, 2022 and 2021, respectively.