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Cellularline

Earnings Release Sep 10, 2025

4473_rns_2025-09-10_0c5e046b-807e-4c2a-a05b-dc7da5f52b9f.pdf

Earnings Release

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PRESS RELEASE

CONSOLIDATED HALF-YEAR FINANCIAL REPORT AS AT 30 June 2025 APPROVED

CONSOLIDATED REVENUES AT €70.5 MLN (EURO 72.6 MLN IN 1H2024)

ADJ. EBITDA UP TO €7.2 MLN (EURO 7.0 MLN IN 1H2024)

NET FINANCIAL DEBT DOWN TO €17.0 MLN (€22.0 MLN AS AT 31 December 2024)

  • Revenue from sales amounting to Euro 70.5 million (Euro 72.6 million as at 30 June 2024) in an increasingly challenging market context throughout the first half of the year, characterized by international macroeconomic and geopolitical issues
  • Adjusted EBITDA1 of EUR 7.2 million (EUR 7.0 million in the period ended 30 June 2024)
  • Profit for the year of EUR -1.3 million (EUR -1.3 million at 30 June 2024)
  • Adjusted Net Profit2 of EUR 1.3 million (EUR 1.3 million in the period ended 30 June 2024)
  • Net Financial Indebtedness of Euro 17.0 million (Euro 22.0 million at 31 December 2024). Leverage ratio3 at 0.74x as at 30 June 2025 (compared to 0.97x as at 31 December 2024)
  • Revision of Guidance for FY 2025

Reggio Emilia, 10 September 2025 - The Board of Directors of Cellularline S.p.A. (hereinafter "Cellularline" or the "Company"), a European leader in the sector of accessories for smartphones and tablets listed on the STAR Milan Euronext Market organised and managed by Borsa Italiana S.p.A., today examined and approved the Consolidated Interim Financial Report as at 30 June 2025.

Marco Cagnetta, Director and General Manager Sales and Marketing of the Cellularline Group, commented: "The first half of 2025 confirms the solidity of our path: despite a slight contraction in revenue, adjusted EBITDA is up and the equity position is further strengthened with a reduction in net financial debt by more than €5 million, with the leverage ratio decreased to 0.74x.

On the commercial initiatives front, of particular note is the agreement signed with Telepass, which brings together two leading companies in their respective sectors to offer innovative solutions in the field of technological mobility. This initiative is in line with the Group's desire to activate new partnership and collaboration projects selected for long-term value creation. At the same time, the Benefit Company status testifies to a long-term commitment to the creation of sustainable value for all stakeholders, integrating objectives of growth, social responsibility and environmental protection'.

1 Adjusted EBITDA is calculated as EBITDA adjusted for i) non-recurring charges/(income), ii) the effects of non-recurring events, iii), events relating to extraordinary transactions and iv) operating foreign exchange gains/(losses).

2 Adjusted Net Profit is calculated as adjusted Result of the period of the i) adjustments in Adjusted EBITDA, ii) adjustments of depreciation relating to the Purchase Price Allocation, iii) adjustments of non-recurring financial expense/(income) and iv) the theoretical tax impact of these adjustments.

3 Leverage ratio is the ratio of net financial indebtedness to Adjusted EBITDA.

Analysis of consolidated revenue

In the first half of 2025, the Group's sales revenues totalled EUR 70.5 million, down slightly (-2.9%) compared to the same period of the previous year (Euro 72.6 million).

Revenue by product line

The table below shows sales by product line:

Half year ending on Change
(In thousands of Euro) 30 June 2025 % of revenues 30 June 2024 % of
revenues
Δ %
Red – Italy 22.4 31.8% 21.7 30.0% 0.7 3.1%
Red – International 34.2 48.5% 36.5 50.3% (2.3) -6.3%
Revenue from sales - Red 56.6 80.3% 58.2 80.2% (1.6) -2.8%
Black – Italy 2.6 3.6% 2.1 3.0% 0.4 19.5%
Black – International 3.1 4.4% 2.6 3.6% 0.5 19.6%
Revenue from sales - Black 5.6 8.0% 4.7 6.5% 0.9 19.5%
Blue – Italy 7.2 10.2% 8.3 11.5% (1.2) -13.9%
Blue – International 1.1 1.5% 1.3 1.8% (0.2) -17.4%
Revenue from sales - Blue 8.2 11.7% 9.6 13.3% (1.4) -14.3%
Total Revenues from Sales 70.5 100.0% 72.6 100.0% (2.1) -2.9%

The analysis of sales for the individual product lines shows that:

  • the Red Line, dedicated to the marketing of accessories for smartphones and tablets and the audio products of the Group's proprietary brands, recorded a slight decrease compared to the first half of 2024, equal to -2.8% (Euro 56.6 million in the first half of 2025 compared to Euro 58.2 million in the first half of 2024). In the first half of 2025, sales of the Red line accounted for approximately 80.3% of total revenues, as in the same period last year (80.2%) Sales growth continues in the Italian market, while a decline is recorded in the international area due to both a particularly positive first half of 2024 and to other factors, some of which are considered transient;
  • the Black Line, which mainly includes Interphone branded motorbike accessories, recorded sales of Euro 5.6 million, with a marked increase of Euro 0.9 million (+19.5%) compared to the same period of the previous year (Euro 4.7 million); the incidence of sales in the Black line (8.0%) was also slightly higher than in the first half of 2024 (6.5%);
  • the Blue Line, dedicated to the sale of third-party brand products in distribution, recorded revenues of Euro 8.2 million, corresponding to 11.7% of the total, compared to Euro 9.6 million in the first half of 2024; the decrease amounted to Euro 1.4 million (-14.3%), progressively improving with respect to Q1 25 performance. We should also mention the partnership signed with Telepass for the distribution of the new 'Grab&Go' device, which will be effective in the rest of the year.

Revenue by geographical area

Half year ending on Change
(In millions of Euro) 30/06/2025 % of
revenues
30/06/2024 % of revenues Δ %
Italy 32.2 45.6% 32.2 44.3% (0.0) -0.1%
Other European markets 34.3 48.7% 36.4 50.2% (2.1) -5.7%
Other countries 4.0 5.7% 4.0 5.5% (0.0) 0.0%
Total Revenues from Sales 70.5 100.0% 72.6 100.0% (2.1) -2.9%

The table below shows sales by geographical area:

With regard to the analysis of sales by geographic area, it should be noted that sales in the domestic market remained stable in terms of absolute value, while showing an increase in their incidence on the Group's total revenues (45.6% in the period under review compared to 44.3% in the first half of 2024). Although the international market declined compared to the same period last year, it remained the priority geographical segment in terms of sales, contributing over 54% of the Group's total sales.

Analysis of Consolidated Operating Profit and Net Profit

In relation to the analysis of the Income Statement for the first half of 2025, it is noted that:

  • EBITDA amounted to Euro 27.6 million compared to Euro 28.3 million in the first half of 2024, mainly due to the effect of the reduction in revenue;
  • Costs of Sale and Distribution, General and Administrative Costs and Other Non-Operating Costs/Revenues amounted to Euro 27.8 million in the period under review and accounted for 39.4% of revenue in the period, compared to Euro 28.2 million in the first half of the previous year (38.9% of revenue).

Net financial income and expenses in the first half of 2025 amounted to Euro -2.0 million, compared to a result of Euro -1.6 million in the first half of 2024; the higher incidence of net financial expenses is mainly due to the mark-to-market of outstanding exchange rate hedging derivatives.

Adjusted EBITDA, an indicator considered by the Company to be representative of the Group's operating profitability trend, amounted to Euro 7.2 million in the first half of 2025, an increase of Euro 0.2 million (+2.9%) compared to the same period of the previous year (Euro 7.0 million), also showing an improvement in the ratio to sales (10.2% in the first half of 2025 versus 9.7% in the first half of 2024). This improvement is also due to the positive impact of the operating component of foreign exchange differences, amounting to €0.7 million (€0.2 million in the first six months of 2024).

The Adjusted Net Profit for the period was Euro 1.3 million, in line with Euro 1.3 million in the first half of 2024.

Analysis of consolidated net financial indebtedness and operating cash flow

Net financial debt as at June 30, 2025 amounted to Euro 17.0 million (Euro 22.0 as at December 31, 2024), an improvement of Euro 5.0 million (-22.8%). This figure included liabilities to financial institutions, after subtracting cash on hand (Euro 9.1 million), payables relating to the measurement of Put/Call options for minorities acquisitions (Euro 4.9 million) and lease payables in compliance with IFRS 16 (Euro 3.0 million).

The reduction in net financial debt as of 30 June 2025 compared to 31 December 2024 is mainly attributable to the reduction in Working Capital, influenced both by the seasonality of the business, and by the continuous efficiency actions carried out by management.

The leverage ratio, calculated as the ratio of net financial indebtedness to adjusted EBITDA for the last 12 months, is 0.74x (compared to 0.97x as at December 31, 2024).

Operating Cash-flow for the period amounted to Euro 12.2 million (Euro 13.7 million in the first half of 2024); the slight decrease (of Euro -1.5 million) was due to a lower reduction in Working Capital compared to the same period of 2024, while EBITDA remained substantially in line.

Significant events in H1 2025

  • From the beginning of FY 2025, Cellularline, within the scope of the authorisation to purchase treasury shares resolved by the Issuer's Shareholders' Meeting on 22 November 2023 and renewed by resolution of the Shareholders' Meeting on 17 April 2025, purchased 631,327 ordinary treasury shares for a total value of EUR 1,695 thousand. As of June 30, 2025, Cellularline directly holds 857,953 treasury shares, equal to 3.92% of the share capital with voting rights.
  • 26 February: the Board of Directors approved the 2025-2028 Business Plan.
  • 17 April: the Shareholders' Meeting approved all the items on the agenda and, in particular:
    • o the Financial Statements as at 31 December 2024;
    • o the allocation of the profit for the year and the distribution of an ordinary dividend partly in cash and partly through the assignment of treasury shares;
    • o the Explanatory report on the remuneration policy and fees paid approved;
    • o the authorisation to purchase and dispose of treasury shares subject to the revocation, for the unexpired portion, of the authorisation resolution passed by the ordinary shareholders' meeting on 22 November 2023.
  • 8 May: The Board of Directors started a new buyback programme of up to 7% of the share capital (maximum EUR 3.8 million), following authorisation by the shareholders' meeting of 17 April 2025. The execution of the programme was entrusted to Intesa Sanpaolo S.p.A.
  • 13 May: the company Subliros S.L. resolved the liquidation as part of the Group's e-commerce streamlining efforts, concentrating business operations on its subsidiary, Coverlab S.r.l.
  • 21 May: cash dividends were paid in the amount of EUR 0.093 per eligible ordinary share, and dividends were paid through the free allocation to shareholders of 342,155 ordinary treasury shares, in the amount of 1 ordinary share for every 61 ordinary shares held.
  • 10 June: Cellularline Group took an important step in its path towards sustainable corporate development by obtaining Benefit Corporation status. Cellularline thus formally commits to generating a positive impact on society and the environment, embedding these objectives into its business model and making them an integral part of its corporate purpose. The common benefit objectives identified in the enhancement of people, responsible innovation and environmental sustainability reflect and strengthen the Group's strategic pillars.
  • 20 June: a minority shareholder of Peter Jäckel GmbH exercised the Put option reserved to him for the sale to Cellularline of a tranche equating to a total of 19.6% in the company's share capital. The exercise

of the put option by the minority shareholders brings Cellularline to hold a 79.6% controlling interest in Peter Jäckel.

Significant events after 30 June 2025

  • From 1 July until today, Cellularline, within the scope of the authorisation to purchase treasury shares resolved by the Shareholders' Meeting on 17 April 2025, purchased 165,691 ordinary treasury shares for a total value of EUR 497 thousand. As of today, Cellularline directly holds 1,023,644 treasury shares, equal to 4.68% of the share capital with voting rights.
  • 22 July: a partnership was signed with Telepass for the distribution of the new "Grab&Go" device. Cellularline will support Telepass in distributing the new pay-per-use product for electronic tolling in Europe, and particularly in Italy, where the Group expects to reach over 1,000 physical points of sale, including large-scale retail, consumer electronics, travel retail and motorcycle accessories, ensuring widespread coverage across the country as well as highly structured logistics management. The agreement is part of Cellularline's strategy aimed at simplifying customer access to advanced technological mobility solutions.
  • 6 August: the 2024 ESG report was published. The Report is developed around three strategic principles - Ecological Transition, People Care & DE&I and Change System - which guide the Group's action in six thematic areas: Governance, People, Community, Suppliers, Environment and Customers.

Outlook

In the first half of 2025, the non-positive situation of the reference markets, in a context of continuing uncertainty, resulted in a lower than expected performance for the Group. As is well known, the Group's revenues and results are subject to a marked seasonality, with a significant impact of the last quarter (for which there is no complete visibility at present) on the overall result for the year. Based on the information available to date, the Company confirms the estimates for the Leverage ratio and updates the estimates for Revenues and Adjusted EBITDA, which could be reduced in a range between 8% and 12% compared to the lower values disclosed at the time (Euro 175 million and Euro 24 million respectively).

****

Legal statements

The Manager responsible for preparing the financial information, Mauro Borgogno, states, pursuant to paragraph 2 of article 154-bis of the Consolidated Finance Act, that the financial reporting in this press release corresponds with the documentary records, ledgers and accounting entries.

The following are appended:

  • Annex A: the IFRS consolidated half-year financial statements as at 30 June 2025, examined and approved by the Board today;
  • Annex B: the consolidated income statement, reclassified as deemed more representative of the Group's operating profitability by the management.

***

Analyst conference call

The management will present the consolidated results for the period ended 30 June 2025 to the financial community during a conference call to be held on 11 September 2025 at 9.30 am CET.

To join the conference call, please register via the following link: ""CLICK HERE TO REGISTER FOR CONFERENCE CALL"

The slides from the presentation and any supporting material will be available before the start of the conference call, on the site www.cellularlinegroup.com/investors/presentazioni.

***

Please be aware that the audit process of the data presented hirein is still in progress, and consequently, the auditors' report will be delivered within the legally prescribed timeframe.

This press release is available on the Company's website www.cellularlinegroup.com, Investors/Press Releases section and on the authorised storage system .

***

The half-yearly financial report at 30 June 2025 will be filed, by the terms set forth in art. 154-ter, paragraph 2, of the of the Consolidated Law on Finance, at the Company's registered office and at Borsa Italiana S.p.A.; it will also be available on the Company's website at the following address www.cellularlinegroup.comas well as on the authorised storage mechanism by Computershare S.p.A. at .

***

FORWARD-LOOKING STATEMENTS

This press release may contain "forward-looking statements", which includes all statements that do not relate solely to historical or current facts and which are therefore inherently uncertain. All forward-looking statements rely on a number of assumptions, expectations, projections and provisional data concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the control of Cellularline. There are a variety of factors that may cause actual results and performance to be materially different from the explicit or implicit contents of any forward-looking statements and thus, such forward-looking statements are not a reliable indicator of future performance. Cellularline undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Neither this document nor any part of it nor the fact of its distribution may form the basis of, or be relied on or in connection with, any contract or investment decision. Neither Cellularline nor any of its or their respective representatives, directors or employees accept any liability whatsoever in connection with this document or any of its contents or in relation to any loss arising from its use or from any reliance placed upon it.

***

Cellularline S.p.A., founded in Reggio Emilia in 1990, is, together with its brands Cellularline, Interphone, MusicSound, Ploos+, Skross, Q2Power, Nova, Coverlab, Allogio, Peter Jäckel, Newrban, Film&Go and Style&Go, the leading company in the smartphone and tablet accessories sector. The Group is at the technological and creative forefront of the multimedia device accessories industry, striving to deliver products synonymous with outstanding performance, ease of use and a unique user experience. The Group currently has 300 employees. Cellularline brand products are sold in over 55 countries.

Cellularline S.p.A. - Investor Relations Close to Media – Press Office

[email protected] Enrico Bandini +39 335 8484706 [email protected]

Mariella Speciale +39 349 2843110 mar[email protected]

ANNEX A

CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 June 2025 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(In thousands of Euro) Balance as at
30/06/2025
Of which related
parties
Balance as at
31/12/2024
Of which related
parties
ASSETS
Non-current assets
Intangible assets 39,452 43,264
Goodwill 38,281 38,192
Property, plant and equipment 7,494 7,454
Equity investments in associates and other companies 428 428
Right-of-use assets 2,811 3,099
Deferred tax assets 6,529 6,412
Financial assets 138 141
Total non-current assets 95,133 98,989
Current assets
Inventories 45,554 39,682
Trade receivables 41,606 2,366 56,251 3,316
Current tax assets 530 294
Financial assets 24 341
Other assets 7,173 9,583
Cash and cash equivalents 27,537 20,753
Total current assets 122,423 126,903
TOTAL ASSETS 217,556 225,893
EQUITY AND LIABILITIES
Equity
Share capital 21,343 21,343
Other reserves 104,901 104,738
Retained earnings from consolidation 7,305 5,338
Group profit (loss) for the year (1,345) 5,647
Equity attributable to owners of the parent 132,205 137,066
Equity attributable to non-controlling interests - -
TOTAL EQUITY 132,205 137,066
LIABILITIES
Non-current liabilities
Bank loans and borrowings from other financial backers 17,639 21,149
Deferred tax liabilities 1,218 1,406
Employee benefits 637 604
Provisions for risks and charges 1,655 1,850
Other financial liabilities 6,567 6,766
Total non-current liabilities 27,716 31,775
Current liabilities
Bank loans and borrowings from other financial backers 18,990 13,740
Trade payables 28,618 1 31,533
Current tax liabilities 1,702 1,854
Provisions for risks and charges - -
Other liabilities 6,976 8,478
Other financial liabilities 1,348 1,446
Total current liabilities 57,635 57,051
TOTAL LIABILITIES 85,351 88,826
TOTAL EQUITY AND LIABILITIES 217,556 225,893

ANNEX A

CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 June 2025 CONSOLIDATED INCOME STATEMENT

CONSOLIDATED INCOME STATEMENT

(thousands of Euro) Half year
ending on
30/06/2025
Of which
related
parties
Half year
ending on
30/06/2024
Of which
related
parties
Revenue from sales 70,478 2,390 72,587 2,100
Cost of sales (42,898) (44,245)
Gross operating margin 27,580 28,342
Sales and distribution costs (15,253) (15,252)
General and administrative costs (13,473) (8) (13,709) (6)
Other non-operating expense/(revenue) 928 727
Operating profit/(loss) (218) 107
Financial income 79 216
Financial expense (2,087) (1,793)
Foreign exchange gains/(losses) 845 111
Gains on equity investments - -
Profit/(loss) before taxes (1,380) (1,359)
Current and deferred taxes 36 67
Profit for the year before non-controlling interests (1,345) (1,292)
Profit (loss) for the year attributable to non-controlling interests - -
Group profit/(loss) for the year (1,345) (1,292)
Basic earnings per share (Euro per share) (0.06) (0.06)
Diluted earnings per share (Euro per share) (0.06) (0.06)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(thousands of Euro) Half year
ending on
30/06/2025
Half year
ending on
30/06/2024
Group profit/(loss) for the year (1,345) (1,292)
Other components of comprehensive income that will not be reclassified to profit or loss
Actuarial gains (losses) on defined benefit plans - -
Actuarial gains (losses) on provisions for risks - -
Gains/(losses) on translation of foreign operations 151 (784)
Income taxes - -
Other components of comprehensive expense for the year 151 (784)
Total comprehensive income for the year (1,193) (2,077)

ANNEX A

CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 June 2025 CONSOLIDATED STATEMENT OF CASH FLOWS

(thousands of Euro) 30 June 2025 30 June 2024
Profit/ (loss) for the year (1,345) (1,292)
Amortisation, depreciation and impairment of goodwill 6,512 6,505
Net write-downs and provisions included in working capital 98 937
(Income)/expenses from investments and (Gains)/losses on foreign exchange 1,162 1,466
(Gains)/losses on equity investments - -
Current and deferred taxes (36) (67)
Other non-monetary changes (*) - (130)
Flow generated by (used in) operating activities net of NWC 6,392 7,420
(Increase)/decrease in inventories (5,931) 5,366
(Increase)/decrease in trade receivables 14,345 2,615
Increase/(decrease) in trade payables (2,915) (4,027)
Increase/(decrease) in other assets and liabilities 1,007 2,578
Payment of employee benefits and change in provisions (0) -
Interest paid and other net charges paid (657) (207)
Cash flow generated by (used in) operating activities 12,241 13,745
Income taxes paid and offset (1,162) (1,246)
Net cash flows generated by operating activities 11,079 12,498
Acquisition of subsidiaries, net of cash acquired - -
Purchase of property, plant and equipment and intangible assets (2,408) (2,334)
Cash flows generated by (used in) investing activities (2,408) (2,334)
(Dividends distributed) (1,941) (1,824)
Other financial assets and liabilities (*) 24 (2,298)
Disbursed bank loans and borrowings from other financial backers [1] - -
Repaid bank loans and borrowings from other financial backers 1,741 (7,881)
Other changes in equity (1,727) (386)
Net cash flows generated by (used in) financing activities (1,903) (12,389)
Increase/(decrease) in cash and cash equivalents 6,768 (2,225)
Effects of exchange rate fluctuations (*) 17 117
Total cash flow 6,785 (2,108)
Opening cash and cash equivalents 20,753 14,041
Closing cash and cash equivalents 27,537 11,934

* In order to provide better comparability, these items as at 30.06.2024 have been reclassified.

[1] Stipulation of new loans/new draws.

ANNEX B

RECLASSIFIED CONSOLIDATED INCOME STATEMENT

(thousands of Euro) Half year ending
on 30/06/2025
Of which
related
parties
% of
revenues
Half year ending
on 30/06/2024
Of which
related
parties
% of
revenu
es
Revenue from sales 70,478 2,390 100% 72,587 2,100 100%
Cost of sales (42,898) -60.9% (44,245) -61.0%
Gross operating margin 27,580 39.1% 28,342 39.0%
Sales and distribution costs (15,253) -21.6% (15,252) -21.0%
General and administrative costs (13,480) (8) -19.1% (13,709) (6) -18.9%
Other non-operating (expense)/revenue 934 1.3% 727 1.0%
Operating profit/(loss) (218) -0.3% 107 0.1%
* of which PPA amortisation 3,342 4.7% 3,337 4.6%
* of which non-recurring expense/(revenue) 175 0.2% 179 0.2%
* of which foreign exchange gains/(losses) 750 1.1% 225 0.3%
Adjusted operating profit/loss (Adjusted EBIT) 4,049 5.7% 3,848 5.3%
* of which depreciation and amortisation (excluding PPA
amortisation)
3,170 4.5% 3,168 4.4%
Adjusted EBITDA 7,219 10.2% 7,016 9.7%
Financial income 79 0.1% 216 0.3%
Financial expense (2,087) -3.0% (1,793) -2.5%
Foreign exchange gains/(losses) 845 1.2% 111 0.2%
Profit/(loss) before taxes (1,380) -2.0% (1,359) -1.9%
* of which PPA amortisation 3,342 4.7% 3,337 4.6%
* of which non-recurring expense/(revenue) 175 0.2% 179 0.2%
* of which impact of fair value Put&Call 80 0.1% - -
Adjusted profit/loss before taxes 2,216 3.1% 2,157 3.0%
Current and deferred taxes 36 0.1% 67 0.1%
Group profit/(loss) for the period (1,345) -1.9% (1,292) -1.8%
* of which PPA amortisation 3,342 4.7% 3,337 4.6%
* of which non-recurring expense/(revenue) 175 0.2% 179 0.2%
* of which impact of fair value Put&Call 80 0.1% - -
* of which tax effect on the above items (965) -1.4% (965) -1.3%
Adjusted Group profit (loss) for the period 1,288 1.8% 1,259 1.7%

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