Italian Sea Group S.p.a. MIL:TISG
Italian Sea S p A : Periodic Financial Information as at 31 March 2025
Source: MarketScreener
PERIODIC FINANCIAL INFORMATION AS AT 31 MARCH 2025
EXECUTIVE SUMMARY
INTRODUCTION 5
SUMMARY & GENERAL INFORMATION 6
CORPORATE AND CONTROL BODIES 7
BOARD OF DIRECTORS 7
CONTROL, RISK, SUSTAINABILITY & RELATED PARTIES COMMITTEE 8
APPOINTMENT AND REMUNERATION COMMITTEE 8
BOARD OF STATUTORY AUDITORS 8
SUPERVISORY BODY PURSUANT TO LEGISLATIVE DECREE 231/01 8
GROUP PROFILE AND STRUCTURE 10
SHAREHOLDING STRUCTURE 11
BRIEF HISTORY OF THE GROUP 16
BUSINESS OUTLOOK 18
METHODOLOGICAL INTRODUCTION 20
RECLASSIFIED CONSOLIDATED INCOME STATEMENT 20
OPERATING REVENUES 21
CONSOLIDATED EBITDA 25
EBIT 26
BACKLOG 26
CONSOLIDATED RECLASSIFIED STATEMENT OF FINANCIAL POSITION 28
CONSOLIDATED NET FINANCIAL POSITION 30
ALTERNATIVE PERFORMANCE INDICATORS ("NON-GAAP MEASURES") 31
SIGNIFICANT EVENTS OCCURRED DURING THE PERIOD 37
SIGNIFICANT EVENTS AFTER 31 MARCH 2025 38
BUSINESS OUTLOOK 39
RELATED PARTIES TRANSACTIONS 42
RISK MANAGEMENT 43
RISKS RELATED TO THE FINANCIAL SITUATION 43
RISKS RELATED TO OPERATIONS 43
RISKS RELATED TO THE REGULATORY FRAMEWORK OF REFERENCE 44
OTHER INFORMATION 45
CORPORATE GOVERNANCE 45
CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2025 48
CONSOLIDATED GROUP FINANCIAL STATEMENTS AS AT 31 MARCH 2025 49
CONSOLIDATED BALANCE SHEET 49
CONSOLIDATED INCOME STATEMENT - BY NATURE 50
COMPREHENSIVE CONSOLIDATED INCOME STATEMENT - BY NATURE 50
CONSOLIDATED CASH FLOW STATEMENT 51
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 52
EXPLANATORY NOTES 53
This document is an English translation from Italian.
The Italian original shall prevail in case of differences in interpretation and/or factual errors.
PERIODIC FINANCIAL INFORMATION AS AT 31 MARCH 2025DRAFTED ACCORDING TO THE IAS/IFRS ACCOUNTING PRINCIPLES. VALUES IN THOUSANDS OF EUROS
INTRODUCTION
This periodic financial information as at 31 March 2025 was approved by the Board of Directors of the Company on 12 May 2025 and has not been audited, as it is not required by current regulations. The Italian Sea Group S.p.A., as company listed on Euronext STAR Milan segment of the Italian Stock Exchange, is subject to the provisions of Article 2.2.3 of the Stock Exchange Regulations. On the basis of such regulations, the Company has prepared the Periodic Financial Information as at 31 March 2025, which it makes available to the public. This report on operations must be read together with the condensed consolidated financial statements and the related notes.
SUMMARY & GENERAL INFORMATION
Name: The Italian Sea Group S.p.A. ("TISG S.p.A.")
Registered office: Viale Cristoforo Colombo, 4-bis, 54033 Marina di Carrara (MS)
Tax Code: 00096320452
Number of registration in the Register of Companies of Carrara - Economic and Administrative Index: no. 65218
CORPORATE AND CONTROL BODIESBOARD OF DIRECTORS
The board of Directors of TISG will be in office until the approval of the Annual Financial Statements as at 31 December 2025.
Filippo Menchelli Giovanni Costantino
Presidente Chief Executive Officer
Marco Carniani Gianmaria Costantino
Vice Chairman Director
Antonella Alfonsi | Laura Angela Tadini | Fulvia Tesio |
Independent Director Lead Independent Director | Independent Director | Independent Director |
CONTROL, RISK, SUSTAINABILITY & RELATED PARTIES COMMITTEE
Antonella Alfonsi Chair
Fulvia Tesio Standing Member
Laura Angela Tadini Standing Member
APPOINTMENT AND REMUNERATION COMMITTEE
Fulvia Tesio Chair
Antonella Alfonsi Standing Member
Laura Angela Tadini Standing Member
BOARD OF STATUTORY AUDITORS
Alfredo Pascolin Chair
Barbara Bortolotti Standing Auditor
Felice Simbolo Standing Auditor
Sofia Rampolla Alternate Auditor
Roberto Scialdone Alternate Auditor
SUPERVISORY BODY PURSUANT TO LEGISLATIVE DECREE 231/01
Annalisa De Vivo Chair
Carlo De Luca Member
INDIPENDENT AUDITORS BDO Italia S.p.A
MANAGER RESPONSIBLE FOR
PREPARING FINANCIAL REPORTS
Marco Carniani
GROUP PROFILE AND STRUCTURE
The Italian Sea Group S.p.A. ("TISG" or "Group") is a global player in luxury yachting, listed on Euronext STAR Milan and committed in the design, construction and refit of motor yachts and sailing yachts up to 140 metres. The Group operates in the newbuilding market under the Admiral, Tecnomar, Perini Navi and Picchiotti brands, and is active in the refit business of large yachts under the NCA Refit brand.
In 2023, TISG acquired 100% of Celi S.r.l., a prestigious cabinet-making company specialising in interior design, with the aim of internalising a large part of its yacht furnishing requirements and offering clients the maximum customisation and flexibility.
The Italian Sea Group is, according to the Global Order Book 2024 - an international ranking compiled by the prestigious magazine Boat International -, the first Italian producer of superyachts over 50 metres and the third in the world.
Since its establishment in 2009, TISG has strengthen its presence in the yachting world with a high-end positioning, reinforced not only by the quality and uniqueness of its products, but also through its partnerships with prestigious Italian luxury brands such as Giorgio Armani and Automobili Lamborghini.
TISG has always stood out for its ability to offer its Owners a pure luxury experience, which is expressed in high quality manufacturing processes, attention to detail, state-of-the-art technology and innovative design solutions.
These elements, combined with passion, know-how, professionalism, taste for beauty and art, hospitality and customer care, make the Group's philosophy absolutely unique.
Because of their size as well as technical and stylistic detailing, The Italian Sea Group's yachts address to the client base made of Ultra High Net Worth Individuals ("UHNWI"), a highly resilient market segment.
The Italian Sea Group S.p.A.
Celi 1920 TISG Turkey
(100%) (100%)
SHAREHOLDING STRUCTUREOn 3 June 2021, the offer for sale and subscription of the Parent Company's ordinary shares for the purpose of listing on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A., now known as Euronext Milan ("EXM"), was completed, and the 8th of June 2021 represented the first day of trading for the Parent Company's shares.
On 29 July 2024, Borsa Italiana awarded the Group's shares the STAR qualification, admitting them to trading on Euronext Milan's STAR segment as of 6 August 2024.
Market 31.27%
Giorgio Armani S.p.A.
4.99%
GC Holding S.p.A.
53.60%
Alychlo NV 10.14%
(*) considering shares allocated directly and indirectly to Mr Marc Coucke
PICCHIOTTI
Founded in 1575, the Picchiotti brand is inextricably linked to the history of Italian and Mediterranean yachting.
This long tradition began with the construction of work boats and ocean sailing boats and, passing through important military orders, saw the Picchiotti brand as the pioneer of the first pleasure yachts in Italy. The largest ship built by the brand, in 1982, was "Al Said" (103 metres), which was fitted out in Marina di Carrara, in the area which later became the headquarters of The Italian Sea Group.
Under the Picchiotti brand, TISG has developed the semi-custom "Picchiotti Gentleman" line, a fleet of motor yachts from 24 to 55 metres inspired by the silhouettes of American yachts of the 1960s, offering timeless elegance.
ADMIRALThe first Admiral boat, 18 metres long and entirely made of wood, was born in 1966. In the mid-1970s, the first wooden motor-yacht (30 metres) was launched, an extremely cutting-edge product at that time, which would lead Admiral to build the first aluminium and steel hulls in the early 1980s.
Today Admiral is the flagship brand of The Italian Sea Group and offers Owners around the world large yachts characterised by elegant and sophisticated aesthetics, timeless style and the possibility of total customisation.
PERINI NAVIThe history of Perini Navi began in 1983, when founder Fabio Perini launched the prototype of a sailing yacht that could be manoeuvred safely with a small crew, thanks to the invention of an automatic sail furling system.
The iconic Perini Navi fleet boasts over 60 of the world's most admired yachts, such as the legendary 88-metre clipper named "The Maltese Falcon".
Following the acquisition, finalised in 2022, The Italian Sea Group delivered the first Perini Navi-branded sailing catamaran, the 47-metre "Art Explora", among the largest in the world. In March 2023, TISG presented to the market the new Perini Navi fleet, "Genesis", which reinterprets the iconic stylistic elements of the prestigious brand in a modern key.
TECNOMARIntroduced to the market in 1987, the Tecnomar brand specialises in the construction of fast motor-yachts up to 50 metres.
The main characteristics of the brand are innovative design, modern lines, sportiness and high performance. Each model is a design challenge balancing elegance and bold aesthetics, enriched by the use of innovative technologies and materials.
One example is the motor-yacht 'This Is It', a 43-metre motor catamaran, with its futuristic profile and state-of-the-art interior.
NCA REFITNCA Refit can boast an absolute specialisation in the refit and repair of super-yachts and mega-yachts, both motor and sailing, backed by the skills and expertise of a team of highly qualified engineers, architects and technicians as well as a comprehensive offer of exclusive services reserved for the crews.
Strategically located in Marina di Carrara and La Spezia, with a total area of over 130,000 square metres, the brand's state-of-the-art facilities have unique features, making NCA Refit one of the most important refit hubs in the Mediterranean.
CELI 1920Since its establishment in 1920, experience, craftsmanship and technology have made Celi an international benchmark in the design and manufacture of furniture of the highest quality.
In addition to precision of cabinet-making, Celi has developed over time a strict construction methodology and the use of advanced manufacturing technologies, while retaining all the values and qualities of the "handmade".
Throughout its prestigious history, the Celi brand has assisted internationally renowned architects in the development of large and prestigious works, including Renzo Piano's Auditorium Parco della Musica in Rome.
BRIEF HISTORY OF THE GROUP
The Italian Sea Group's story began in 2009, when GC Holding S.p.A., a company owned by the entrepreneur Giovanni Costantino, acquired 100% of Tecnomar S.p.A. In November 2011, the Group acquired the Admiral brand, thus expanding its offer with a view to entering the large yachts market.
Rapid growth in the number of contracts and the increase in the size of orders on the books highlighted the need to invest in a larger production site with direct access to the sea. This is why, in 2012, GC Holding S.p.A. acquired 100% of Nuovi Cantieri Apuania S.p.A. (now The Italian Sea Group S.p.A.), which produces commercial and cruise ships at the Marina di Carrara shipyard.
The production site in Marina di Carrara, currently the TISG headquarters, has been active since 1942, and even then had state-ofthe-art facilities to produce medium and large tonnage ships. In 1973, after two decades of investments in upgrading the facilities, the shipyard was further expanded with the construction of a dock 200 metres long and 35 metres wide.
The acquisition of the shipyard made it possible to keep employment levels unchanged and relaunch a company with a recent past as a leading player in the large shipbuilding industry, while expanding production capacity and
retaining valuable specialised know-how in the reference segment.
This was followed by major investments in the renovation and expansion of the registered office, the organisation of areas dedicated to new production, the construction of a steel workshop and an upholstery unit, and the expansion of areas dedicated to refit activities, which began in 2015.
Starting in 2020, investment plans ("TISG 4.0" and "TISG 4.1") were
resolved on, aiming to further increase the shipyard's production capacity.
To date, the Marina di Carrara shipyard covers an area of approximately 110,000 square metres and boasts an absolutely strategic position, particularly for refitting activities. Overlooking the Mediterranean, at a short distance from famous Italian tourism and recreational destinations - and therefore a preferred stopover for yachts in the summer season - the shipyard is equipped with stateof-the-art facilities and recreational spaces for crews that, combined with the management's expertise and the quality of its services, allow the Group to represent an important reference point for ship operators and captains from all over the world.
The headquarters are equipped with:
(i) two dry docks, of 200 metres and 147 metres respectively; (ii) 7 outfitting hangars, covered by photovoltaic
panels; (iii) a floating dock with a lifting capacity of up to 3,300 tonnes. In 2021, the Company went public, and 8 June marked the start of trading of TISG's shares on the Euronext Milan, a regulated market managed by Borsa Italiana S.p.A.
On 22 December 2021, through its whollyowned subsidiary New Sail S.r.l. (later merged by incorporation into the Parent Company), it acquired Perini Navi S.p.A. at the bankruptcy auction called by the Court of Lucca, for Euro 80 million.
The acquisition included the real estate assets of the shipyards in Viareggio and La Spezia, a real estate assets in Pisa, the Perini Navi and Picchiotti trademarks, patents, the shareholding in Perini Navi USA Inc. (a company that was closed in 2024) and existing legal relationships with employees.
In 2023, TISG sold the Perini Navi office building and, in June 2024, finalised the sale of the shipyard, both located in Viareggio.
In 2022, The Italian Sea Group completed the acquisition of 100% of the shares of TISG Turkey Yat Tersanecilik Anonim Sirketi ("TISG Turkey"), a company through which TISG controls and supervises the hull and superstructure carpentry activities it carries out in Turkey.
This transaction allowed the Group to consolidate the entire production process, ensuring even more integrated operations management.
With a view to continuously in-housing key production chain activities - which also includes the acquisition of CELI in 2023 - in June 2024 at its Marina di Carrara site TISG inaugurated a new business unit dedicated to steelworks for interior finishes, an activity with very high added value.
On 29 July 2024, Borsa Italiana awarded STAR status to the Company's shares, admitting them to trading on the Euronext Milan STAR segment as of 6 August 2024.
BUSINESS OUTLOOKOver the years, TISG has strengthened its presence in the international yachting market, establishing important partnerships with leading yacht brokers worldwide.
In fact, TISG's commercial strategy envisages a balanced distribution in the different geographic areas, with a significant expansion in the Americas over the past two years and the aim of further consolidating its presence in Asia and the Middle East.
The broad product offering, together with the ability to meet all client requirements, has led TISG to become a benchmark in luxury yachting.
While maintaining its focus on full-custom yachts, TISG developed some new semi-custom projects with the aim of maximising the significant production capacity currently available, without any impact on design capacity. These projects include the "Panorama" and "Admiral 50" lines and the "Admiral Quaranta" project, the first unit of which was sold in the second quarter of 2024.
Entering this new market segment will enable TISG to attract a new segment of clients wishing to reduce the waiting time for their yacht.
With reference to production capacity, following the completion of the investments in the locations of
Marina di Carrara, La Spezia and Celi, TISG does not expect to make any further significant investments, with the exception of some work to enlarge the sales offices in Marina di Carrara ("TISG New Era" project).
Over the years, the Group has consolidated its strategy of internalising the activities of the value-added chain, with the aim of improving margins and having greater control over the quality and timing of work. In June 2024, a new business unit dedicated to interior finishing steels was inaugurated at the Marina di Carrara headquarters. To date, this internalisation process can be considered successfully completed, and the group remains attentive and proactive in evaluating any new opportunities.
METHODOLOGICAL INTRODUCTION
Periodic financial information as at 31 March 2025 show the balances of the consolidated financial statements of TISG as at 31 December 2024 as comparative data with regards to the Balance Sheet; they show the periodic financial information of TISG as at 31 March 2024 with regards to the Income Statement.
RECLASSIFIED CONSOLIDATED INCOME STATEMENTIn thousands of Euros | 31/03/2025 | 31/03/2024 |
Operating Revenues | 96,075 | 95,872 |
Other revenues and income | 773 | 484 |
Commissions | - | (781) |
Total Revenues | 96,848 | 95,575 |
Costs for raw materials | (24,654) | (24,424) |
Cost for outsourced work | (34,382) | (35,191) |
Technical Services and consultancy | (5,211) | (6,645) |
Other costs for services | (3,804) | (3,270) |
Personnel costs | (11,466) | (9,337) |
Other operating costs | (600) | (616) |
EBITDA | 16,731 | 16,094 |
Percentage on total revenues | 17.3% | 16.8% |
Amortisation, depreciation, write-downs | (2,418) | (2,538) |
EBIT | 14,312 | 13,556 |
Percentage on total revenues | 14.8% | 14.2% |
Net financial charges | (1,922) | (1,151) |
Income from extraordinary charges | (181) | (510) |
EBT | 12,209 | 11,895 |
Taxes for the period | (3,666) | (3,569) |
CONSOLIDATED PROFIT | 8,543 | 8,327 |
Percentage on total revenues | 8.8% | 8.7% |
TREND OF ECONOMIC INDICATORS | 2024 - 2025
In thousands of Euros
13,556
14,312
8,327
8,543
16,094 16,731
Q1 2024 Q1 2025
OPERATING REVENUES
Operating revenue amounted to EUR 96,075 thousand as of 31 March 2025, up 0.2% from EUR 95,872 thousand recorded as of 31 March 2024.
This item is split between the Shipbuilding and the Refit division as follows:
6%
94%
SHIPBUILDING
The Shipbuilding Division's revenues amounted to EUR 90.6 million as at 31 March 2025, up 4.5% from EUR 86.7 million in 1Q2024.
In thousands of Euros
SHIPBUILDING REVENUES 2023 - 2025
87 91
69
Q1 2023 Q1 2024 Q1 2025
The breakdown of the Shipbuilding revenues at 31 March 2025 is as follows:
SHIPBUILDING REVENUES BY GEOGRAPHY Q1 2025
41%
48%
11%
SHIPBUILDING REVENUES BY LENGTH Q1 2025
8%
12%
80%
REFIT
Revenues from the Refit division totaled EUR 5.4 million as of March 31, 2025, down 40 percent from the EUR 9.1 million recorded in the first quarter of 2024. This result is related to the increased focus on Shipbuilding activities during the period.
In thousands of Euros
REFIT REVENUES 2023-2025
12
9
5
Q1 2023 Q1 2024 Q1 2025
The breakdown of Refit revenues at 31 March 2025 is as follows:
REFIT REVENUES BY GEOGRAPHY Q1 2025
10%
90%
REFIT REVENUES BY LENGHT Q1 2025
32%
68%
CONSOLIDATED EBITDA
Consolidated EBITDA as at 31 March 2025 was equal to Euro 16.7 million, up 4% from the EBITDA as at 31 March 2024, of Euro 16.1 million, and with a margin on Revenue of 17.3% (vs. 16.8% recorded in the first quarter 2024).
The increase in operating margins over time is attributable to:
Strong focus on management of operating costs;
Improved efficiency of production processes;
Benefits deriving from the completion of the investments in production capacity with an optimal mix of synergies between Shipbuilding and Refit activities;
Internalisation of production chain activities with higher added value, such as the acquisition of Celi for woodworking activities;
Increase in product margins, due to an increase in product prices and constant affirmation of the Group's brands among ship managers and yacht brokers all over the world;
Economies of scale, particularly on repeat-projects and semi-custom lines.
120
100
16,8% 17,3%
20%
16,2%
14,8%
18%
16%
14%
80
12%
60 10%
8%
40
6%
4%
20
2%
0 0%
Q1 2022 Q1 2023 Q1 2024 Q1 2025
It is important to note that, in accordance with its sales strategy, the Group does not accept trade-ins, thus eliminating the inventory risk and risks deriving from the sale of used yachts.
EBITDA corresponds to the net result adjusted by financial operations, taxes, amortisation of fixed assets, as well as non-recurring components.
The EBITDA thus defined represents the indicator used by the Group to monitor and assess its operating performance; since it is not defined as an accounting measure within the scope of the International Accounting Standards, it should not be considered an alternative measure for assessing the performance of operating results.
Since the composition of EBITDA is not defined by the Accounting Standards of reference, the calculation criterion applied by the Group may not be the same as the one adopted by other entities, and may therefore not be comparable.
EBIT
EBIT as of March 31, 2025 amounted to EUR 14.3 million - an increase of 6% compared to the amount recorded in the first quarter of 2024, which was 13.5 million euros-with an impact on Revenues of 14.8 percent against depreciation, amortization, write-downs, provisions, and capital losses that amounted to EUR 2.4 million as of March 31, 2025.
BACKLOG
The development of TISG's business is linked to the visibility and quality of its order book ("Gross Backlog") and the consequent Net Backlog, i.e. the value of contracts for existing orders net of the interim payments for work in progress ("SAL") already made by the customer.
At 31 March 2025, the Gross Backlog of the Group amounted to EUR 1,218,607 thousand and included 22 mega and giga yachts and 7 Tecnomar for Lamborghini under construction, with deliveries scheduled until 2027.
The Net Backlog of the Group amounted to EUR 414,854 thousand:
in migliaia di Euro | 31.03.2025 | 31.12.2024 | 31.12.2023 | 31.12.2022 | 31.12.2021 |
Gross Backlog Shipbuilding | 1,141,750 | 1,165,678 | 1,218,273 | 1,003,357 | 807,726 |
Gross Backlog Refit | 76,857 | 75,948 | 46,202 | 34,207 | 18,948 |
Gross Backlog Shipbuilding & Refit | 1,218,607 | 1,241,626 | 1,264,475 | 1,037,564 | 826,674 |
in migliaia di Euro | 31.03.2025 | 31.12.2024 | 31.12.2023 | 31.12.2022 | 31.12.2021 |
Net Backlog Shipbuilding | 400,341 | 421,468 | 597,408 | 605,832 | 526,639 |
Net Backlog Refit | 14,513 | 11,904 | 11,703 | 13,987 | 9,617 |
Net Backlog Shipbuilding & Refit | 414,854 | 433,372 | 609,111 | 619,819 | 536,256 |
In thousands of Euros | 31.03.2025 | 31.12.2024 |
ASSETS | ||
Intangible assets | 35,172 | 35,294 |
Property, plant, and equipment | 117,621 | 120,294 |
Equity investments | 34 | 34 |
Net deferred tax assets and liabilities | (696) | (696) |
Other non-current assets and liabilities | (968) | (1,225) |
Provisions for non-current risks and charges | (6,180) | (6,180) |
Provision for employee benefits | (1,205) | (880) |
Net fixed capital | 143,778 | 146,640 |
Inventories and payments on account | 11,993 | 10,210 |
Contract work in progress and advances from customers | 141,463 | 90,913 |
Trade receivables | 53,015 | 55,410 |
Trade payables | (130,956) | (121,877) |
Other current assets and liabilities | (34,190) | (23,823) |
Net working capital | 41,324 | 10,833 |
Total ASSETS - NIC | 185,102 | 157,473 |
SOURCES | ||
Share capital | (26,500) | (26,500) |
Share premium reserve | (45,431) | (45,431) |
Reserves and other retained earnings | (71,255) | (39,168) |
Currency translation reserve | 0 | 30 |
Consolidated profit (loss) | (8,543) | (33,894) |
Shareholders' Equity | (151,730) | (144,963) |
Net financial indebtness | (33,373) | (12,510) |
Total SOURCES | (185,102) | (157,473) |
There is a decrease in consolidated Net Fixed Assets as of March 31, 2025, compared to December 31, 2024; this decrease is mainly due to the decrease in Property, Plant and Equipment.
During 2024, the Group completed major investments for the internalization of the production chain; during the first quarter of 2025, only maintenance investments of 0.5 Million Euros were required.
The increase in Net Working Capital is mainly due to the increase in contract work in progress as a result of the normal dynamics of production progress and compliance with the invoicing of contractual SALs, and the increase in Inventory and Advances as a result of the capitalization of costs incurred in the first quarter for the construction of hulls of contracts for which advanced sales negotiations are underway.