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Ferretti Group Earnings Release 2024

Mar 14, 2025

6296_rns_2025-03-14_2e908e45-5457-495f-8d79-b63425ecf3b6.pdf

Earnings Release

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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FERRETTIGROUP

Ferretti S.p.A.

(Incorporated under the laws of Italy as a joint-stock company with limited liability)

(Stock Code: 09638)

ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED DECEMBER 31, 2024

HIGHLIGHTS

The net revenue of the Group for the year ended December 31, 2024 was approximately €1,240.3 million, representing an increase of approximately 9.3% as compared with that of approximately €1,134.5 million for the corresponding period in 2023.

The profit of the Group for the year ended December 31, 2024 was approximately €88.2 million, representing an increase of approximately 5.6% as compared with that of approximately €83.5 million for the corresponding period in 2023.

The adjusted EBITDA (including non-recurring costs for supply chain support and other minor non-recurring events) for the year ended December 31, 2024 amounted to approximately €190.0 million, representing an increase of approximately 12.3% as compared with that of approximately €169.2 million for the corresponding period in 2023.

The profit attributable to Shareholders for the year ended December 31, 2024 amounted to approximately €87.9 million, representing an increase of approximately 5.9% as compared with that of approximately €83.0 million for the corresponding period in 2023.

The Board proposed a final dividend payout for approximately €33,848 thousand (equal to €0.10 per Share) for the year ended December 31, 2024, which is subject to the approval of the Shareholders at the forthcoming annual general meeting.


The Board hereby announces the audited consolidated financial results of the Group for the Reporting Period together with the audited comparative figures for the corresponding period in 2023 as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(in thousands Euro) Notes For the year ended
December 31, 2024 December 31, 2023
Revenue 1,301,623 1,196,352
Commissions and other costs related to revenue (61,276) (61,868)
NET REVENUE 3 1,240,346 1,134,484
Change in inventories of work-in-process, semi-finished and finished goods 108,286 118,753
Cost capitalized 34,604 32,781
Other income 4 30,923 22,223
Raw materials and consumables used 5 (639,492) (615,523)
Contractors costs 6 (254,153) (209,426)
Costs for trade shows, events and advertising 7 (24,856) (23,529)
Other service costs 8 (119,415) (117,917)
Rentals and leases 9 (12,269) (9,755)
Personnel costs 10 (144,944) (130,727)
Other operating expenses 11 (12,763) (7,961)
Provisions and impairment (16,377) (30,747)
Depreciation and amortization (66,451) (63,167)
Financial income 6,013 8,652
Financial expenses (3,321) (4,139)
Foreign exchange gain 244 19
PROFIT BEFORE TAX 126,377 104,022
Income tax 12 (38,217) (20,519)
PROFIT FOR THE YEAR 88,160 83,503
Attributable to:
Shareholders of the Company 87,918 83,048
Non-controlling interests 242 456
EARNINGS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY 16
Basic and diluted (€) 0.26 0.25

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended
December 31, December 31,
(in thousands Euro) 2024 2023
PROFIT FOR THE YEAR 88,160 83,503
Other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent periods:
Actuarial gain on defined benefits plan 658 165
Income tax effect (158) (40)
500 125
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Gains/(losses) from the translation of foreign operations 2,730 (2,437)
OTHER COMPREHENSIVE INCOME FOR THE YEAR 3,230 (2,312)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 91,390 81,191
Attributable to:
Shareholders of the Company 91,148 80,736
Non-controlling interests 242 456
  • 3 -

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in thousands Euro) Notes As at December 31, As at December 31,
2024 2023
CURRENT ASSETS
Cash and cash equivalents 155,744 314,109
Trade and other receivables 13 74,574 70,271
Contract assets 196,719 166,846
Inventories 443,594 337,732
Advances on inventories 38,160 37,266
Other current assets 603 820
Income tax recoverable 2,929 3,203
912,322 930,247
NON-CURRENT ASSETS
Property, plant and equipment 460,860 382,346
Intangible assets 280,449 276,652
Other non-current assets 7,814 6,077
Deferred tax assets 6,926
749,122 672,002
TOTAL ASSETS 1,661,444 1,602,248
CURRENT LIABILITIES
Minority Shareholders’ loan 500 1,000
Bank and other borrowings 10,534 11,253
Provisions 59,187 62,809
Trade and other payables 14 477,751 443,585
Contract liabilities 151,809 195,091
Income tax payable 1,932 6,299
701,713 720,037

– 4 –


| | As at
December 31,
2024 | As at
December 31,
2023 |
| --- | --- | --- |
| (in thousands Euro) | | |
| NON-CURRENT LIABILITIES | | |
| Bank and other borrowings | 21,934 | 21,616 |
| Provisions | 11,863 | 12,535 |
| Non-current employee benefits | 7,100 | 7,444 |
| Trade and other payables | 1,396 | 936 |
| Deferred tax liabilities | 19,202 | — |
| | 61,495 | 42,532 |
| TOTAL LIABILITIES | 763,208 | 762,569 |
| SHARE CAPITAL AND RESERVES | | |
| Share capital | 338,483 | 338,483 |
| Reserves | 558,672 | 500,357 |
| Equity attributable to shareholders of the Company | 897,155 | 838,840 |
| Non-controlling interests | 1,081 | 840 |
| TOTAL EQUITY | 898,236 | 839,680 |
| TOTAL LIABILITIES AND EQUITY | 1,661,444 | 1,602,248 |


CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended
December 31, December 31,
(in thousands Euro) 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit before tax 126,377 104,022
Depreciation and amortisation 66,451 63,167
(Gain)/loss on disposal of property, plant and equipment (6,355) (78)
Provisions (4,638) 19,147
Financial income (6,013) (8,651)
Financial expenses 3,321 4,139
Share of loss of joint venture
Impairment of trade receivables, net
Provision/(reversal of provision) against inventories, net (2,694) 9,183
(Increase)/decrease in inventories (104,063) (146,905)
Change in contract assets and contract liabilities (73,155) (42,296)
(Increase)/decrease in trade and other receivables (21,482) (4,626)
Increase/(decrease) in trade and other payables 30,575 96,932
Change in other operating liabilities and assets 9,495 5,674
Income tax paid (16,413) (6,044)
Cash flows from operating activities (A) 1,405 93,663
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment and intangible assets (123,139) (152,946)
Proceeds from disposal of property, plant and equipment and intangible assets 5,162 1,434
Other financial investments 199 87,184
Interest received 6,013 8,651
Cash flows used in investing activities (B) (111,765) (55,678)

– 6 –


  • 7 -
For the year ended
December 31, December 31,
(in thousands Euro) 2024 2023
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (32,833) (19,903)
New bank and other borrowings 1,325 1,000
Repayment of bank and other borrowings (16,294) (16,278)
Interest paid (2,933) (4,017)
Cash flows used in financing activities (C) (50,735) (39,198)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (D=A+B+C) (161,096) (1,214)
Cash and cash equivalents at the beginning of year (E) 314,109 317,759
Effect of foreign exchange rate changes, net (F) 2,730 (2,437)
CASH AND CASH EQUIVALENTS AT THE END OF YEAR (G=D+E+F) 155,744 314,109
Cash and cash equivalents as stated in the consolidated statement of financial position 155,744 314,109

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. CORPORATE INFORMATION

Ferretti S.p.A. (the “Company” or “Ferretti”) is a limited liability company incorporated in Italy. The registered office of the Company is located at Via Irma Bandiera, 62, 47841 Cattolica (Rimini), Italy.

The Company and its subsidiaries (collectively, the “Group”) are principally engaged in the design, construction and marketing of yachts and recreational boats.

The table below shows the names, registered offices and interests in capital held directly and indirectly by the Company in subsidiaries as at December 31, 2024.

SUBSIDIARIES
(consolidated line by line, with an indication of the percentage of share capital)

Name Principal country of operation Registered office Currency Share capital (in units) % controlling interest
Direct Indirect
Zago S.p.A. Italy Scorzé (Venice) Euro 120,000 100%
Il Massello s.r.l. Italy Sant’Ippolito (Pesaro-Urbino) Euro 30,000 85%
Sea Lion Srl Italy Forlì (Forlì-Cesena) Euro 10,000 75%
Ram S.p.A. Italy Sarnico (Bergamo) Euro 520,000 93%
Ferretti Tech Srl Italy Cattolica (Rimini) Euro 10,000 100%
Allied Marine Inc. USA Fort Lauderdale (USA) U.S. Dollar 10 100%
Fratelli Canalicchio S.p.A. Italy Narni (Terni) Euro 500,000 60%*
Ferretti Group of America Holding Company Inc. USA Delaware (USA) U.S. Dollar 10 100%
BY Winddown Inc. USA Miami (USA) U.S. Dollar 10 100%
Ferretti Group of America Llc. USA Fort Lauderdale (USA) U.S. Dollar 100 100%
Ferretti Group Asia Pacific Ltd. China Hong Kong (China) HKD 100,000 100%
Ferretti Group Singapore Pte. Ltd. Singapore Singapore Euro 1 100%

– 8 –


Name Principal country of operation Registered office Currency Share capital (in units) % controlling interest Direct % controlling interest Indirect
Ferretti Asia Pacific Zhuhai Ltd.** China Hengqin (Zhuhai) Renminbi 1,000,000 100%
Ferretti Group (Monaco) S.a.M. Monaco Principality of Monaco Euro 150,000 99.6%***
Ferretti Gulf Marine-Sole Proprietorship Llc. Arab Emirates Arab Emirates Emirati Dirham 300,000 100%
  • The remaining 40% is subject to put and call options exercisable from September 19, 2027 to September 19, 2028. The terms of put and call options over these non-controlling interests, mean that they give to the Group a present ownership interest in the underlying securities, accordingly this business combination was accounted for on the basis that the underlying shares subject to the put and call options have been acquired. Thus, the Group does not recognize non-controlling interests and recorded liabilities for shareholders under the options.

** Registered as a wholly-foreign-owned enterprise under PRC law.

*** The investment of 0.4% is owned by the two directors of Ferretti Group (Monaco) S.a.M. for their role, as provided for by the By-laws.

2. BASIS OF PREPARATION

The financial information presented herein are based on the Consolidated Financial Statements for the year ended December 31, 2024 of the Group.

The Group’s consolidated financial statements have been prepared in accordance with the IAS and IFRS issued or revised by the International Accounting Standards Board (the “IASB”) and approved by the European Union (the “EU”). The acronym “IAS/IFRS” also refers to all of the interpretations published by the International Financial Reporting Interpretations Committee, formerly known as the Standing Interpretations Committee.

At the date of presentation of these consolidated financial statements, there were no differences between the IFRSs endorsed by the EU and applicable to the Group and those issued by the IASB.


The consolidated financial statements have been prepared on the basis that the Group can operate as a going concern since the Company's management has verified that there are no uncertainties with regard to this. They include the statement of financial position, the income statement, the comprehensive income statement, the cash flow statement, the statement of changes in equity and notes of the Group.

The consolidated financial statements have been presented in Euro and prepared on the basis of the accounts for the year ended December 31, 2024 (January 1 to December 31), of the companies within the consolidation perimeter, as approved by the Board.

For the purposes of clarity and to make this document more readily understandable, all the amounts listed are stated in thousands of Euro, except when otherwise indicated.

Climate change: impacts on financial reporting, accounts and financial statement disclosures.

While preparing the annual consolidated financial statements, the management has carefully evaluated the priorities endorsed by the European Securities and Markets Authority (ESMA) in October with particular reference to the consistency and connectivity between the information related to climate change-related risks and the information included in the financials statements and plans. In addition, since previous year, the Group's management has expressed the clear intention to provide for the predisposition of a formal process, defining methodologies, roles and responsibilities for the identification and assessment of risks and opportunities related to climate change, including the relative impacts on financial disclosures, accounts and financial statements.

It should be noted that, although there are some climate-related issues presented in the Management Discussion and Analysis, the Company has put in place procedures, policies and actions to mitigate risk at an acceptable net level in order to reduce the effect on the financial statements to a not significant amount.

Therefore, based on the results of this assessment, no significant influence was noted on the estimates and assessments in the preparation of the annual consolidated financial statements.

Conscious of the strategic importance of a responsible and sustainable business, the Group decided a while ago to communicate information on environmental, social and governance factors to its stakeholders, presenting from the year 2019 the Sustainability report and focusing in particular on the production process and product design based on market expectations. In this regard, the Group acknowledges the fundamental role of a stable and long-term collaboration with all stakeholders, in which a core element is a shared commitment to an increasingly sustainable business.

  • 10 -

3. NET REVENUE

The following table provides the breakdown of the item net revenue for the year ended December 31, 2024, compared with the same item for the year ended December 31, 2023:

(in thousands Euro) 2024 2023
Total revenue from contracts with customers 1,301,623 1,196,352
Commissions and other costs related to revenue (61,276) (61,868)
Total net revenue 1,240,346 1,134,484

The table below shows the breakdown of net revenue by production type:

(in thousands Euro) 2024 2023
Composite yachts 558,752 491,751
Made-to-measure yachts 407,166 440,265
Super yachts 148,646 117,593
Other businesses¹ 58,785 61,339
Total net revenue of new yachts 1,173,349 1,110,949
Pre-owned 66,997 23,535
Total net revenue 1,240,346 1,134,484

Revenue arising from other businesses is broken down below.

(in thousands Euro) 2024 2023
Boat brokerage 9,658 9,742
Sales and provision of carpentry products and services and kinematics and steel 19,531 18,781
FSD 4,809 3,187
Provision of services and sales of replacement parts, merchandise and other goods 16,583 14,949
Wally sailboats 8,204 14,680
Total other businesses 58,785 61,339

In accordance with IFRS 15, the Group identified the revenue streams, including the main ones:

  • Sale of yachts to order;
  • Sale of used boats.

¹ Including ancillary activities, FSD, Wally sailboats


Regarding the sale of yachts to order (sale of composite yachts, made-to-measure yachts and super yachts), the Group considers that the only performance obligation contained in the sales contracts is the building of the vessel, with no significant ancillary services or further activities.

This performance obligation is satisfied over time of construction of boats. The payment terms are agreed with the customers on a case by case basis to match cash requirements for the production. Advance payments are agreed with each customer on the basis of the time needed to construct the boats and are paid before the completion of the construction. These contracts do not include obligations for returns, refunds and other similar obligations, however the vessels are covered by a warranty which is included in a range between 12 and 24 months.

"Commissions and other costs related to revenue" mainly represents the costs incurred by the Group for the intermediation activities carried out by the dealers and brokers.

"Boat brokerage" refers to the activity related to yacht brokerage and yacht charters performed by the U.S. subsidiary Allied Marine.

"Sales and provision of carpentry products and services and kinematics and steel" relates mainly to subsidiaries Zago S.p.A. and Fratelli Canalicchio S.p.A., concerning assembly works and wooden furnishings for yachts of over 100 feet produced by third-party sites and cruise ships and automatic kinetic systems for yachts.

"Provision of services and sales of replacement parts, merchandise and other goods" partly refers to the refit activity that the Group carried out, and partly regard the sale of replacement parts and other assistance services rendered in Italy and worldwide on boats previously sold. In addition, in 2024 as well the Group continued to sell Riva brand luxury accessories, as part of the Riva Brand Experience project.

The breakdown of net revenue by geographical area² was as follows:

(in thousands Euro) 2024 2023
Europe 593,477 480,065
MEA 269,326 212,316
APAC 39,571 98,211
AMAS 270,975 320,356
Total net revenue of new yachts 1,173,349 1,110,949
Pre-owned 66,997 23,535
Total net revenue 1,240,346 1,134,484

² The geographical breakdown in the Reporting Period refers to breakdown by the dealer's area of exclusivity or by the customer's nationality

  • 12 -

In accordance with IFRS 15, net revenue is shown below with a breakdown into obligations fulfilled at a point in time and those that are fulfilled over time.

(in thousands Euro) 2024 2023
At a point in time 110,353 69,250
Over time 1,129,994 1,065,234
Total net revenue 1,240,346 1,134,484

The table below shows the amount of revenue from recognised contract liabilities which had been included among contract liabilities at the beginning of the period:

(in thousands Euro) 2024 2023
Revenue from contract liabilities 185,101 160,550

The following table shows the amount of transaction price for existing contracts outstanding as at December 31, 2024 which will be converted into revenue from contracts with customers within one year or after one year.

(in thousands Euro) 2024 2023
Within one year 533,986 565,635
After one year 366,018 292,390
900,003 858,024

The amounts of transaction prices allocated to the remaining performance obligations which are expected to be recognised as revenue after one year relate to sale of new boats, of which the performance obligation is to be satisfied within two years. All the other amounts of transaction prices allocated to the remaining performance obligations are expected to be recognised as revenue within one year. The amounts disclosed above do not include variable consideration which is constrained, that is included in contract liabilities.

  • 13 -

  • 14 -

  • OTHER INCOME

(in thousands Euro) 2024 2023
Income from relationship with suppliers 15,684 10,866
Gains on sales of assets 6,361 118
Damage settlements 2,510 1,959
Rebilling of miscellaneous costs to customers and dealers 1,341 1,273
Rental income 870 873
Other 4,157 7,134
Total Other income 30,923 22,223

The item “Income from relationship with suppliers” mainly regards (i) invoices to suppliers due to non-compliance of materials received; (ii) proceeds from sundry activities not directly connected with shipbuilding such as income from promotional, marketing and co-branding agreements entered into with other internationally-renowned firms; (iii) Cost over-accruals, mainly referred to differences on cost forecasts recorded in the previous years for the supplies of services and raw materials, whose final account proved to be lower; (iv) the contribution received from suppliers which co-operate with the Group.

The item “Gains on sales of assets” refers primarily to the sale of a demonstrative boat that was accounted as a fixed assets.

The item “Damage settlements” refers primarily to the insurance income related to damages occurred to some boats for €1,262 thousand and for €516 thousand to final settlement of damages occurred to a Company’s shipyard for bad weather damage due to rain and hail.

  1. RAW MATERIALS AND CONSUMABLES USED

This item primarily reflects purchases of raw and ancillary materials and the change for the year in the corresponding inventories.

  1. CONTRACTORS COSTS

This item consists mainly of the costs incurred to outsource certain phases of the production process. This is because the boat building process can include the use of external companies as contractors for the construction and assembly of onboard equipment installed in Group boats.

  1. COSTS FOR TRADE SHOWS, EVENTS AND ADVERTISING

The main components of this item are advertising and promotional expenses and expenses incurred to attend industry trade shows. This item also includes costs of communication and image consulting.


  • 15 -

8. OTHER SERVICE COSTS

(in thousands Euro) 2024 2023
Transportation and customs clearing costs 27,891 27,776
Technical consulting 13,838 14,594
Tax, legal and administrative consulting services 10,027 10,488
Insurance 8,213 6,757
Utilities 7,610 7,800
Travel and per diem expenses 6,336 6,358
Maintenance 6,012 5,253
Entertainment expenses 5,534 6,444
Fees paid to members of corporate governance bodies 5,224 6,081
Recruiting and training costs 3,332 3,091
Other 25,397 23,275
Total other service costs 119,415 117,917

The item "Technical consulting" amounting to €13,838 thousand refers to consultancy on production issues and services rendered by engineering firms and designers with regard to the design of boats and new models of vessels, interiors and other studies and research bearing on the shipbuilding process. It also includes the costs of certifications or services from other entities of a technical nature.

The item "Tax, legal and administrative consulting services" mainly included €3,936 thousand for legal advice and notaries' fees and €2,567 thousand relating to administrative consulting, including accounts auditing, and tax assistance. Moreover, €761 thousand referred to IT consulting.

During the Reporting Period, "Fees paid to members of corporate governance bodies" included €4,936 thousand for fixed and variable compensation, benefits and social contribution paid to Directors, as well as €186 thousand in fees paid to Statutory Auditors and €102 thousand for the Supervisory Body.

With regard to the note "Fees paid to Directors, Statutory Auditors, members of the Supervisory Body and Independent Auditors", please see the schedule relating to the fees received by the Group's corporate bodies.

The item "Recruiting and training costs" mainly refers to the costs incurred by Group companies for the company canteen and meal vouchers (as provided for contractually), as well as remuneration for project workers and the costs of training.

The item "Other" consists mainly of costs incurred for services of various types, such as outsourced services for approximately €10.7 million, services related to brokerage activities for €5.9 million, security services for €1.3 million, janitorial services for €4.4 million, industrial reclamation and discharges for €2.1 million.


  • 16 -

9. RENTALS AND LEASES

The Group recognized the right-of-use assets and the lease liabilities, excluding short-term leases and leases related to low-value assets. The right-of-use assets of most lease contracts were recognized based on the carrying amount, discounted using the incremental borrowing rate. For some lease contracts, the right-of-use assets were recognized based to the amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments relating to the lease previously recognized. Lease liabilities were recognized at the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of first time application.

(in thousands Euro) 2024 2023
Short-term rentals and leases 3,807 2,930
Rentals and leases for low-value assets 3,340 2,269
Royalties 5,122 4,556
Total rentals and leases 12,269 9,755

10. PERSONNEL COSTS

(in thousands Euro) 2024 2023
Wages and salaries 104,382 93,983
Social security contributions 33,906 30,773
Non-current employee benefits and other provisions 6,656 5,971
Total personnel costs 144,944 130,727

11. OTHER OPERATING EXPENSES

(in thousands Euro) 2024 2023
Settlement agreements and damages compensations 6,130 657
Taxes and fees other than income taxes 1,830 1,634
Re-billable costs 1,665 564
Memberships in trade associations 1,036 768
Advertising and promotional material 625 607
Cost under-accruals 504 1,894
Charity initiatives 147 1,176
Reward vouchers and other benefits for employees 65 50
Losses on asset sales 6 39
Sundry operating costs 756 571
Total other operating expenses 12,763 7,961

The item "Settlement agreements and damages compensations" relates to some agreements entered into in the course of the year ended December 31, 2024 with customers and the costs resulting from a litigation related to a dismissed business.

The item "Taxes and fees other than income taxes" includes the cost of IMU (municipal property tax), stamp duty, Tari (waste tax) and other minor taxes.

The item "Cost under-accruals" refers mainly to the higher costs incurred during the financial year in excess of the provisions recognized in the financial year ended December 31, 2023 for supplies pertaining to the previous years.

The item "Sundry operating costs" includes mainly gifts, fines, stamp duties, etc.

12. INCOME TAX

As shown in the table below, the "income tax" amount for the year ended December 31, 2024 was tax expenses of €38,217 thousand, as detailed below:

(in thousands Euro) 2024 2023
Corporate income tax (IRES) (7,157) (5,407)
Regional tax (IRAP) (5,301) (5,412)
Federal taxes and other foreign taxes (457) (1,488)
Total current taxes (12,916) (12,307)
R&D tax credit 636 1,033
Prior-year taxes (2) 291
Deferred taxes (25,935) (9,536)
Total income tax (38,217) (20,519)

The IRES (Imposta sul reddito delle società) taxable base of Ferretti S.p.A. and the subsidiary Zago S.p.A. was positive, and therefore, within the framework of national tax consolidation, a provision was made for this tax based on the $24\%$ rate currently in force in Italy. The increase is attributable to the higher taxable income for the year and the absence of the recognition of deferred tax assets on tax losses carried forward as happened in 2023.

Also, the IRAP (Imposta regionale sulle attività produttive) taxable base of Ferretti S.p.A. and the subsidiaries Zago S.p.A. and Sea Lion Srl was positive, and therefore a provision was made for this tax based on the rate in force in the regions in which the value of production is calculated.

For companies based in the United States, federal and state taxes of €455 thousand are due, as a result of the taxable income during the period.

The amount of the deferred taxes is mainly attributable to the use of losses carryforward for the amount of €29,391 thousand.


The Group has applied the temporary exception issued by the IASB in May 2023 from the accounting requirements for deferred taxes in IAS 12. Accordingly, the Group neither recognizes nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes.

On December 28, 2023, the government of Italy enacted the Pillar Two income taxes legislation effective from January 1, 2024 (see Legislative Decree no. 209/2023 and the subsequent Ministerial Decrees, hereinafter “the Italian Pillar Two rules”).

According to the Pillar Two model rules published by the OECD, Shandong Heavy Industry Group (“SHIG”) — located in China for tax purposes — would qualify as Ultimate Parent Entity (“UPE”) as it consolidates all its subsidiaries on a line-by-line basis. As a consequence, the Pillar Two perimeter would be identified with all the entities that are included on a line-by-line method in the Consolidated Financial Statements of SHIG, including Ferretti S.p.A. and its subsidiaries (“Ferretti sub-group”). Even if China has not yet implemented the Pillar Two discipline, SHIG, as the UPE, will be in charge of the calculation of the jurisdictional effective tax rate according to the Pillar Two Rules as it may be the data owner for the whole Group with reference to Transitional CbCR Safe Harbours (“TSH”) and jurisdictional ETR calculations.

According to the Italian Pillar Two rules, Ferretti S.p.A. qualifies as the partially-owned parent entity (“POPE”) for Pillar Two purposes, as (i) it owns profit rights in other entities that are included in the Consolidated Financial Statements of SHIG and (ii) more than 20% of its profit rights are held by entities that are not included in this consolidation perimeter.

Under the Italian Pillar Two rules, since Ferretti S.p.A. is a POPE not fully owned by another POPE and that is located in a jurisdiction that has implemented the Pillar Two legislation, it is required to pay, in Italy, the top-up tax (if any) up to their allocable share in its subsidiaries which are located in low-taxed jurisdictions (i.e., that are taxed at an effective tax rate determined in accordance to the Italian Pillar Two rules of less than 15%).

SHIG has performed a preliminary assessment of the TSH on the basis of the OECD rules on “Safe Harbour and Penalty Relief” issued on December 20, 2022 (and the subsequent Administrative Guidelines), which are intended as “qualifying international agreement on safe harbours” for the purposes of the EU Directive n. 2523/2022 (art. 32) and the Italian Pillar Two rules. This preliminary assessment is based on the group’s accounting data for the fiscal year 2024 as reported from the Group entities in the consolidation process, before making any adjustments that would eliminate income or expense attributable to intra-group transactions.

Based on FY 2024 financial data, no significant impact in terms of potential top up tax is expected for the Ferretti sub-group. This preliminary assessment has been performed considering a number of technical positions based on the content of the TSH rules and other guidelines currently available. In this regard, considering the lack of specific interpretations and explanations by the OECD, the EU Directive, the Italian law, such technical positions shall be confirmed once the expected clarifications will be provided at OECD, EU and domestic level.

The group is continuing to assess the impact of the Pillar Two income taxes legislation on its future financial performance.

– 18 –


  • 19 -

13. TRADE AND OTHER RECEIVABLES

(in thousands Euro) 2024 2023
Trade receivables 36,437 22,427
Other receivables 38,137 47,843
Total trade and other receivables 74,574 70,271
Trade receivables
(in thousands Euro) 2024 2023
Accounts receivable from customers 40,162 25,923
(Less) Provision for doubtful accounts (3,725) (3,496)
Total trade receivables 36,437 22,427

"Accounts receivable from customers" as at December 31, 2024 relate primarily to sales and services other than boat sales, for which the balance is generally received before delivery based on the contractual terms and conditions in force. Therefore, they refer to paid after-sales services, sales of material and spare parts, merchandising and provision of joinery works. These are considered to be receivable within 12 months.

The provision for doubtful accounts, calculated by the Group in compliance with IFRS 9, changed as follows in the two years of reference:

(in thousands Euro) 2024 2023
At beginning of year 3,495 3,216
Impairment losses, net 660 881
Amount written off as uncollectible (430) (602)
At end of year 3,725 3,496

An impairment analysis is performed at the end of each of the reporting dates to measure expected credit losses. The provision rates are based on the ageing for each specific customer. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.


The table below reports the ageing of trade receivables, already net of any write-downs, which even if expired at the reporting date (December 31, 2024) are considered fully recoverable. The ageing analysis is presented on the basis of the collection due date of the relevant invoices and categorised into time-bands based on analysis used by the management to monitor the Group's cash flow.

(in thousands Euro) Balance at December 31, 2024 Not due Past due Beyond 90 days
30 days 30–60 days 60–90 days
Trade receivables* 36,437 18,347 3,155 4,078 465 10,391

(*) Net of the allowance for doubtful accounts of €3,725 thousand.

In view of the fact that the Group's trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk.

Other receivables

(in thousands Euro) 2024 2023
Other tax receivables 16,282 16,760
Accruals, deferrals and other receivables 21,855 31,083
Total other receivables 38,137 47,843

Other tax receivables refer to value-added tax.

The item "Accruals, deferrals and other receivables" may be broken down as follows:

(in thousands Euro) 2024 2023
Receivables owed by social security institutions 413 376
Commissions advances 8,025 5,177
Advances, prepayments and sundry receivables from suppliers 7,797 20,741
Others 114 8
Accruals and deferrals 5,506 4,782
Total accruals, deferrals and other receivables 21,855 31,083

  • 21 -

14. TRADE AND OTHER PAYABLES

The table below sets forth a breakdown of the Group's trade and other payables as of December 31, 2024 and December 31, 2023:

(in thousands Euro) 2024 2023
Trade payables 427,026 393,915
Other payables 52,121 50,606
Total 479,147 444,521

a. Trade payables

"Trade payables" relate to the amount due to suppliers for ordinary commercial supplies of services and materials, at arm's length.

The table below reports an analysis of the future financial flows of the trade payables outstanding as at December 31, 2024. The ageing analysis is presented on the basis of the payment terms of the purchasing invoices and categorised into time-bands based on analysis used by the management to monitor the cash flow forecast.

Future financial flows
Balance at December 31, 2024 Less than 3 months 4 to 9 months 10 to 12 months 1 to 5 years More than 5 years Total
Trade payables 427,026 (324,133) (101,349) (1,544) 427,026

b. Other payables

(in thousands Euro) 2024 2023
Payables due to pension and social security institutions 14,264 13,188
Amounts payable to employees 21,886 21,425
Amounts payable to directors 2,339 3,164
Other tax payable 4,253 3,857
Miscellaneous payables 3,522 4,542
Accrued expenses 1,161 1,362
Deferred income 3,300 2,131
Government authorisation fees — non current 84 163
Deferred income — non current 1,312 773
Total other payables 52,121 50,606

The item "Payables due to pension and social security institutions" reflects the amounts owed to these institutions as at December 31, 2024 by Group companies and their employees for the December payroll and for accrued and deferred remuneration.

The item "Amounts payable to employees" refers to the December payroll to be paid in the following month and to the liability for accrued and unused vacations and personal days, as well as to the accrued portion of the performance and production bonus.

The item "Amounts payable to directors" refers to remuneration which has accrued but was not yet paid as of December 31, 2024.

The item "Other tax payable" chiefly refers to taxes withheld accrued that will be paid in January 2025.

The item "Accrued expenses and deferred income" consists mainly of insurance premiums and other transactions recognized on an accrual basis.

The item "Government authorization fees non-current", totalling €84 thousand as at December 31, 2024, relates mainly to prepayments of public grants received by the Group of €61 thousand authorized in favor of the former Riva S.p.A., now merged in the Company and €23 thousand authorized in favor of the former subsidiary CRN S.p.A., now also merged in the Company. Said deferred income was classified under "Non-current liabilities" for the portion due after the following year. These grants will be recognized in the income statement along with the amortization periods of the corresponding assets once the underlying framework agreements expire.

The Group's management believes that the carrying amount of "Total trade and other payables" is close to their fair value.

  • 22 -

  • 23 -

  • DIVIDENDS

(in thousands Euro)

2024 2023
Dividends 32,833 19,903

The general shareholders' meeting convened on April 22, 2024, authorised a final dividend payout for approximately €32,833 thousand (equal to €0.097 per Share). The dividend has been paid to market participants in Europe on June 26, 2024 and to market participants in Hong Kong on the next business day.

The general shareholders' meeting convened on May 18, 2023, authorised a final dividend payout for approximately €19,903 thousand as final dividend for the year ended December 31, 2022, equal to €5.88 cents per Share, which was made on June 5, 2023.

On March 14, 2025, the Board proposed a final dividend payout for approximately €33,848 thousand (equal to €0.10 per Share) which is subject to the approval of the Shareholders at the forthcoming annual general meeting.

  1. EARNINGS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY BASIC AND DILUTED

Earnings per share were calculated as the ratio of net profit for the year attributable to Shareholders of the Company to the weighted average number of shares in issue during the year, as indicated in the table below, and coincides with the earnings per share diluted due to the absence of partially dilutive instruments.

2024 2023
Profit attributable to Shareholders of the Company (in thousands Euro) 87,918 83,048
Weighted average number of shares during the year 338,482,654 338,482,654
Earnings per share attributable to Shareholders of the Company: basic and diluted (in Euro) 0.26 0.25

  • 24 -

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW

The Group is an established leader in the global luxury yacht industry with a portfolio of iconic brands of long heritage and outstanding high-end manufacturing capabilities. As one of the oldest Italian luxury yacht producers, it has been playing an important role in steering the development of the global luxury yacht industry by acquiring and integrating other leading yacht brands and production facilities since the establishment of the business in 1968. Its seven brands — Riva, Wally, Ferretti Yachts, Pershing, Itama, CRN and Custom Line — are globally recognized as symbols of luxury, exclusivity, Italian design, quality, craftsmanship, innovation and performance. The Group designs, produces and sells luxury composite yachts, made-to-measure yachts and super yachts from 8 to 95 meters, offering the full spectrum of functionalities and an increasing range of ancillary services, catering to the personalized tastes and requirements of its clientele. With its market leadership, rich history and iconic brand portfolio, the Group is positioned as the trend-setter of the global luxury yachting industry and the ambassador of Italian nautical excellence to the world.

Owing to excellent market reaction to the models launched in previous years, for the Reporting Period, the Group recorded a net revenue of €1,240.3 million, representing a 9.3% increase from €1,134.5 million for the year ended December 31, 2023. The Group delivered 224 new vessels during the Reporting Period, compared to 212 new vessels for the year ended December 31, 2023. Meanwhile, its net profit increased by about 5.6% from €83.5 million for the year ended December 31, 2023 to €88.2 million for the Reporting Period. During the Reporting Period, the Group achieved an order intake of €1,139 million, which was in line with the amount of order intake in the year ended December 31, 2023.


Segmental Information

Yacht Manufacturing Business and Other Businesses

The Group upheld an innovation-driven approach to maintain its market-leading position in its core business, placing great emphasis on research and development. Leveraging the substantial investments in research and development, the Group has been continuously renewing and broadening its product portfolio with technological and design innovation, allowing it to stay abreast of the rapidly evolving preferences and expectations of its clientele.

The launch of new models for composite and made-to-measure yachts, together with a growing interest in super yachts, allowed the Group to attract new customers while also continuing to nurture the interest of the Group’s loyal clients.

The Group’s other businesses provide synergy with its yacht manufacturing business with a comprehensive portfolio, including: (i) yacht brokerage, chartering and management services; (ii) after-sales and refitting services; (iii) brand extension activities (including exclusive lounges all-over-the-world); (iv) manufacturing and installation of wooden furnishings and kinetics for nautical interiors; (v) manufacturing and sale of coastal patrol vessel by the FSD; and (vi) manufacturing and sale of Wally sailing yachts. With such businesses, the Group is able to cover all customers’ needs throughout the whole yachting “customer journey”, from the purchase of luxury yachts to a complete offer of ancillary services to enhance customer satisfaction and loyalty, while providing it with real-time information about market trends and customer preferences.

The Group’s total net revenue of new yachts sales increased by about 5.6%, from approximately €1,111.0³ million in 2023 to approximately €1,173.3 million in 2024, due to the order backlog built in 2023 and 2024.

3 The net revenue of new yachts in 2023 differs from the figure published last year due to different rounding calculations

  • 25 -

Order intake by segment

The following table shows the breakdown of the order intake by segment:

(in millions Euro, except for percentages)

Order intake by segment
2024 % 2023 % Change⁴
Composite yachts 432.4 38.0% 527.2 47.1% –18.0%
Made-to-measure yachts 408.0 35.8% 423.0 37.8% –3.5%
Super yachts 294.9 25.9% 149.5 13.3% +97.3%
Other businesses⁵ 4.0⁶ 0.3% 20.7 1.8% –80.7%
Total 1,139.3 100.0% 1,120.4 100.0% +1.7%

Order intake from the composite yachts segment totaled €432.4 million in 2024, accounting for approximately 38.0% of total order intake in 2024 (2023: €527.2 million, accounting for approximately 47.1% of total order intake in 2023). The performance of the composite yachts segment has been the most impacted by the market normalization.

Order intake from the made-to-measure yachts segment totaled €408.0 million in 2024, accounting for approximately 35.8% of total order intake in 2024 (2023: €423.0 million, accounting for approximately 37.8% of total order intake in 2023). The made-to-measure yachts segment was impacted by challenging year on year comparison, with exceptional performance in 2023.

Order intake from the super yachts segment totaled €294.9 million in 2024, accounting for approximately 25.9% of total order intake in 2024 (2023: €149.5 million, accounting for approximately 13.3% of total order intake in 2023).

Order intake from the other businesses segment totaled €4.0 million in 2024, accounting for approximately 0.3% of total order intake in 2024 (2023: €20.7 million, accounting for approximately 1.8% of total order intake in 2023).

⁴ The percentage figures are subject to rounding adjustments and may not be an arithmetic aggregation of the figures preceding them
⁵ Including FSD and Wally sailboats
⁶ 2024 order intake includes only Wally sailboats


  • 27 -

Order intake by geographical area

The following table shows the breakdown of order intake by geographical area:

(in millions Euro, except for percentages)

Order intake by geographical area
2024 % 2023 % Change^{8}
Europe 559.0 49.1% 483.6 43.2% +15.6%
MEA 339.5 29.8% 273.8 24.4% +24.0%
APAC 18.6 1.6% 65.8 5.9% -71.7%
AMAS 222.2 19.5% 297.1 26.5% -25.2%
Total 1,139.3 100.0% 1,120.4 100.0% +1.7%

Order intake in Europe totaled €559.0 million, accounting for approximately 49.1% of total order intake in 2024 (2023: €483.6 million, accounting for approximately 43.2% of total order intake in 2023).

Order intake in MEA totaled €339.5 million, accounting for approximately 29.8% of total order intake in 2024 (2023: €273.8 million, accounting for approximately 24.4% of total order intake in 2023).

Order intake in APAC totaled €18.6 million, accounting for approximately 1.6% of total order intake in 2024 (2023: €65.8 million, accounting for approximately 5.9% of total order intake in 2023).

Order intake in AMAS totaled €222.2 million, accounting for approximately 19.5% of total order intake in 2024 (2023: €297.1 million, accounting for approximately 26.5% of total order intake in 2023).

Order backlog

As of December 31, 2024, the order backlog amounted to €1,663.9 million, increased by approximately 11.6% from €1,491.29 million as of December 31, 2023.

7 The geographical breakdown in the Reporting Period refers to breakdown by the dealer's area of exclusivity or by the customer's nationality
8 The percentage figures are subject to rounding adjustments and may not be an arithmetic aggregation of the figures preceding them
9 Order backlog as of December 31, 2023 differs from the figure published last year due to different rounding calculations


Order backlog by segment

The following table shows the breakdown of the order backlog by segment:

(in millions Euro, except for percentages)

Order backlog by segment
2024 % 2023 % Change^{10}
Composite yachts 395.9 23.8% 460.9 30.9% –14.1%
Made-to-measure yachts 524.2 31.5% 554.6 37.2% –5.5%
Super yachts 704.1 42.3% 418.0 28.0% +68.4%
Other businesses^{11} 39.7 2.4% 57.7 3.9% –31.2%
Total 1,663.9 100.0% 1,491.2 100.0% +11.6%

Order backlog from the composite yachts segment reached €395.9 million as of December 31, 2024, accounting for approximately 23.8% of the total backlog (down from €460.9 million, accounting for approximately 30.9% of the total backlog as of December 31, 2023).

Order backlog from the made-to-measure yachts segment reached €524.2 million as of December 31, 2024, accounting for approximately 31.5% of the total backlog (down from €554.6 million, accounting for approximately 37.2% of the total backlog as of December 31, 2023).

Order backlog from the super yachts segment reached €704.1 million as of December 31, 2024, accounting for approximately 42.3% of the total backlog (up from €418.0 million, accounting for approximately 28.0% of the total backlog as of December 31, 2023).

Order backlog from other businesses segment reached €39.7 million as of December 31, 2024, accounting for approximately 2.4% of the total backlog (down from €57.7 million, accounting for approximately 3.9% of the total backlog as of December 31, 2023).

Net Backlog

The net backlog represents the total backlog orders in portfolio which has not been delivered net of revenue already booked, amounted to €900.0 million as of December 31, 2024, increased by approximately 4.9% compared to €858.0 million as of December 31, 2023.

10 The percentage figures are subject to rounding adjustments and may not be an arithmetic aggregation of the figures preceding them
11 Including FSD and Wally sailboats

  • 28 -

SIGNIFICANT EVENTS DURING THE REPORTING PERIOD

In the first quarter of 2024, the Group announced the launch of the second model of Ferretti Yachts INFYNITO range, the INFYNITO 80.

In the second half of January 2024, the Company signed an agreement for the acquisition of an additional 30,000 square meters adjacent to the San Vitale Shipyard, bringing the entire new production area in Ravenna to approximately 100,000 square meters to produce the Made-to-measure, Composite and Sail segments of the Ferretti Yachts and Wally brands. This latest acquisition is equivalent to an investment of approximately €14 million already paid in 2023, and further increases the Group’s production capacity by 10%.

The Group attended the main boat shows worldwide: boot Düsseldorf in January 2024, Miami International Boat Show in February 2024, Dubai International Boat Show in February and March 2024 and Palm Beach International Boat Show in March 2024.

On April 22, 2024, the Shareholder’s meeting of the Company was convened and approved the following:

  • the individual financial statements of the Company for the year ended December 31, 2023, and reviewed the consolidated financial statements of the Group for the year ended December 31, 2023;
  • the distribution of a dividend;
  • the remuneration policy for the financial year 2024, with a binding vote, casting a favorable advisory vote for the report on compensation paid in the financial year 2023; and
  • the integration of the Board through the appointment, pursuant to Article 2386 of the Italian Civil Code, of Mr. Zhang Quan and Ms. Zhu Yi as Directors.

On June 4, 2024, the new Ravenna shipyard’s slipway made its official debut with its first ever launch of the fourth unit of the Ferretti Yachts INFYNITO 90.

At the Venice Boat Show 2024, the Group and Flexjet announced a contractual partnership which will provide ultra-high net worth customers shared by both partners with combined, exclusive solutions.

New partnership between Riva and Bang & Olufsen was announced.

Riva and design studio Officina Italiana Design announced the renewal of their exclusive collaboration contract for five more years.

– 29 –


On June 26, 2024, a final dividend equal to €32,832,817.44 (€0.097 per Share) was paid to Shareholders.

With a Memorandum of Understanding signed by the Group, Emilia Romagna Regional Administration, Bologna University, Cassa dei Risparmi Foundation and Forlì Municipality the new Master’s Degree Course in Marine Engineering, based in Forlì, gets under way in academic year 2024–25. The aim of the course is to enrich university offering with new degree programmes that meet the need set out by industry in general and the yacht building sector in particular on the Adriatic coast where the Group has five production sites.

As at June 30, 2024, the Company has in place a medium-to-long-term loan agreement for a maximum total amount of €170 million signed in August 2019 with Banca Nazionale del Lavoro S.p.A., Banco BPM S.p.A., Barclays Bank Ireland PLC, BNP Paribas, Milan Branch, BPER Banca S.p.A., Crédit Agricole Italia S.p.A., MPS Capital Services Banca per le Imprese S.p.A. and UBI Banca S.p.A., as lenders, that was not in use.

This medium-to-long-term loan agreement expired on August 2, 2024 and the management has worked to replace it by negotiating a new revolving facility. On July 26, 2024 the Company has signed a loan agreement with a pool of banks including Banco BPM S.p.A., BPER Banca S.p.A., Intesa Sanpaolo S.p.A. and UniCredit S.p.A. to support the Company in its growth path by financing, if necessary, the working capital.

The new revolving line is for a total amount of €160 million and a duration of 5 years from the date of signature of the Loan Agreement. No guarantee has been provided on the Group’s real estate or other assets.

The Group attended the main boat shows worldwide: the Sydney International Boat Show in August 2024, the Cannes Yachting Festival in September 2024, the Salone Nautico di Genova in September 2024 and the Monaco Yacht Show in September 2024.

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

On January 21, 2025, the Shareholder’s meeting of the Company was convened and approved the following:

  • the assignment of the mandate of certification of the compliance of the sustainability reporting, determination of the related fee and the criteria for adjusting this fee during the assignment;
  • the appointment of one Director to integrate the Board following co-optation pursuant to Article 2386 of the Italian Civil Code; and
  • the appointment of the Chairman of the Board.

  • 30 -


On February 28, 2025, the Board has:

  • reviewed and approved the consolidated preliminary financial results as of December 31, 2024;
  • appointed by co-optation the directors Mr. Tan Ning and Mr. Hao Qinggui;
  • approved the new composition of the Remuneration Committee, Environmental, Social and Governance Committee and Strategic Committee; and
  • appointed the new director in charge of the internal audit and risk management system.

OUTLOOK AND PROSPECTS

Once again, the global luxury yacht industry has proven to be resilient in the face of geopolitical uncertainty, underscoring its stability and strength. In this context, the Group has continued to deliver outstanding performance, consistently gaining market share reinforcing its strategic position not only in high-value segments but also in new emerging and high-growth segments. To continue building on advantage of the expected growth trends of the global luxury yacht industry, enhancing its value proposition and strengthening its overall resilience, the Group’s future plans are based on the following strategic pillars:

  • The Group will enhance and expand its product offering and product mix ahead of evolving market trends and customer expectations, with the aim to consolidate its market leadership position in both the composite yachts and made-to-measure yachts segments, focusing on the segments with the highest growth potential and marginality.
  • The Group will continue to invest in innovation, technologies, and products with the aim of providing a more environmentally responsible yachting experience, attributable to through the skillful use of more sustainable materials and processes aimed at reducing the environmental impact of products.
  • The Group will expand its made-to-measure offering to larger alloy yachts, developing new alloy-hulled super yacht models under the iconic Riva, Pershing, and Custom Line brands.
  • The Group will also broaden both its yacht brokerage, chartering and management services and its after-sales and refitting services, expanding its brand extension and licensing activities.
  • Finally, the Group will keep investing in the internalization of high value-added activities to support its future growth and product portfolio expansion.

-31-


The Group’s results are not subject to seasonality, except for the concentration of deliveries in the northern summer season (May-August) and, to a lesser extent, in the southern summer season (November-January), especially for composite yachts.

CONFIRMATION OF MID-TERM GUIDANCE

The Group confirmed the mid-term guidance and achieved the guidance of 2024.

2024 Mid-Term
Net Revenue of New Yachts (€ millions) €1,173.3
+5.6% c. 10% CAGR organic
with further upside
from M&A
Adjusted EBITDA (€ millions) €190.0
+12.3%
Adjusted EBITDA margin (%) 16.2%
+100bps Greater than 18.5%

The guidance should not be read as forecasts and should not be read as indicating that the Group will achieve such performances, but are merely objectives that result from the Group’s pursuit of its strategy. The Group’s ability to meet these objectives is based upon the assumption that it will be successful in executing its strategy and is also dependable on the accuracy of a number of assumptions involving factors that are significantly or entirely beyond its control. The objectives are also subject to known and unknown risks, uncertainties and other factors that may result in the Group being unable to achieve them.

FINANCIAL REVIEW

Net Revenue

The Group’s net revenue increased by approximately 9.3% from approximately €1,134.5 million for the year ended December 31, 2023 to approximately €1,240.3 million for the Reporting Period.

The increase in the Group’s net revenue was due to (i) an increase of €67.0 million in sales of composite yachts; (ii) a decrease of €33.1 million in sales of made-to-measure yachts; (iii) an increase of €31.1 million generated in sales of super yachts; (iv) a decrease of €2.5 million in revenue from other businesses; and (v) an increase of €43.5 million in revenue from pre-owned boats. The Group delivered 224 new vessels during the Reporting Period, compared to 212 new vessels for the year ended December 31, 2023.

  • 32 -

The following table shows the breakdown of net revenue of new yachts by production type:

(in millions Euro, except for percentages)

Net revenue of new yachts sales by production type
2024 % 2023 % Change^{9}
Composite yachts 558.7 47.6% 491.8 44.3% +13.6%
Made-to-measure yachts 407.2 34.7% 440.3 39.6% -7.5%
Super yachts 148.6 12.7% 117.6 10.6% +26.4%
Other businesses^{10} 58.8 5.0% 61.3 5.5% -4.1%
Total 1,173.3 100.0% 1,111.0 100.0% +5.6%

(i) Sales of Composite Yachts

The Group’s net revenue from sales of composite yachts reached €558.7 million, representing a year-on-year growth of 13.6% and approximately 47.6% of the Group’s total net revenue of new yachts for the Reporting Period. The Group’s order intake for composite yachts was €432.4 million for the Reporting Period.

(ii) Sales of Made-to-Measure Yachts

The Group’s net revenue from sales of made-to-measure yachts decreased by 7.5% from €440.3 million for the year ended December 31, 2023 to €407.2 million for the Reporting Period. The Group’s order intake for made-to-measure yachts was €408.0 million for the Reporting Period.

(iii) Sales of Super Yachts

The Group’s net revenue from sales of super yachts increased by 26.4% from €117.6 million for the year ended December 31, 2023 to €148.6 million for the Reporting Period. The Group’s order intake for super yachts was €294.9 million for the Reporting Period.

(iv) Other Businesses

The Group’s net revenue from other businesses segment decreased by approximately 4.1% from approximately €61.3 million for the year ended December 31, 2023 to approximately €58.8 million for the Reporting Period.

9 The percentage figures are subject to rounding adjustments and may not be an arithmetic aggregation of the figures preceding them
10 Including ancillary activities, FSD, Wally sailboats


– 34 –

Change in Inventories of Work-in-process, Semi-finished and Finished Goods

The Group’s change in inventories of work-in-process, semi-finished and finished goods decreased by €10.5 million, or 8.8%, from €118.8 million for the year ended December 31, 2023 to €108.3 million for the Reporting Period, after having achieved an adequate stock level.

Cost Capitalized

The Group’s cost capitalized aligned mostly with cost capitalized in the previous year with a small increase by €1.8 million, or 5.6%, from €32.8 million for the year ended December 31, 2023 to €34.6 million for the Reporting Period.

Other Income

The Group’s other income increased by €8.7 million or 39.2%, from €22.2 million for the year ended December 31, 2023 to €30.9 million for the Reporting Period, mainly for the sale of two demonstrative boats that in previous years was accounted as a fixed assets and minor costs from suppliers than accrued in previous years.

Raw Materials and Consumables Used

The Group’s raw materials and consumables used increased by €24.0 million, or 3.9%, from €615.5 million for the year ended December 31, 2023 to €639.5 million for the Reporting Period, primarily due to the increase in production volumes.

Contractors Costs

The Group’s contractors costs increased by €44.7 million, or 21.4%, from €209.4 million for the year ended December 31, 2023 to €254.2 million for the Reporting Period, primarily due to the increase in production activities catering for the increased order intake.

Costs for Trade Shows, Events and Advertising

The Group’s costs for trade shows, events and advertising increased by €1.3 million, or 5.6%, from €23.5 million for the year ended December 31, 2023 to €24.9 million for the Reporting Period, primarily due to the increase in events and promotional activities.

Other Service Costs

The Group’s other service costs remained substantially stable at €119.4 million for the Reporting Period as compared to €117.9 million for the year ended December 31, 2023, with a small increase of 1.3%.


  • 35 -

Rentals and Leases

The Group’s rentals and leases increased by €2.5 million, or 25.8%, from €9.8 million for the year ended December 31, 2023 to €12.3 million for the Reporting Period, primarily due to (i) an increase in royalties mainly attributable to the increase in new yachts delivered; and (ii) an increase in expenses relating to short-term leases and rentals and leases for low-value assets, which was generally in line with the growth of the Group’s business.

Personnel Costs

The Group’s personnel costs increased by €14.2 million, or 10.9%, from €130.7 million for the year ended December 31, 2023 to €144.9 million for the Reporting Period, primarily due to an increase in the average headcount to support the growth of the Group’s business.

Other Operating Expenses

The Group’s other operating expenses increased by €4.8 million, or 60.3%, from €8.0 million for the year ended December 31, 2023 to €12.8 million for the Reporting Period, mainly due to some settlement agreements entered into in the course of the year with customers and the costs resulting from a litigation related to a dismissed business.

Provisions and Impairment

The Group’s provisions and impairment decreased by €14.4 million, or 46.7%, from €30.7 million for the year ended December 31, 2023 to €16.4 million for the Reporting Period, primarily due to the release in other risks provisions that partially offset the accruals for the year ended December 31, 2024.

Depreciation and Amortization

The Group’s depreciation and amortization increased by €3.3 million, or 5.2%, from €63.2 million for the year ended December 31, 2023 to €66.5 million for the Reporting Period, which was driven by the increase in the Group’s property, plant and equipment as well as intangible assets, reflecting the significant investments made to renew and extend the Group’s product portfolio and upgrade the Group’s production facilities.


  • 36 -

Income Tax Expenses

The Group recorded an increase of €17.7 million or 86.3% in income tax expenses, from €20.5 million for the year ended December 31, 2023 to €38.2 million for the Reporting Period. The increase is attributable to the higher taxable income for the year (+21.5%) and the absence of the recognition of deferred tax assets on tax losses carried forward as happened in 2023.

Profit for the Year

As a result of the foregoing, the Group’s profit for the year increased by €4.7 million, or by approximately 5.6%, from €83.5 million for the year ended December 31, 2023 to €88.2 million for the Reporting Period.

Non-IFRS Measures

To supplement the Group’s consolidated results which are presented in accordance with IFRS, EBITDA, adjusted EBITDA, adjusted EBITDA/net revenue without pre-owned, being non-IFRS measures, were also presented. The Group is of the view that these measures facilitate comparison of operating performance from period to period by eliminating potential impacts of certain items and believes that these measures provide useful information to understand and evaluate the Group’s consolidated income statements in the same manner as they help the Group’s management. However, the Group’s presentation of EBITDA may not be comparable to similar terms used by other companies. The use of these measures have limitations as an analytical tool, as such, it should not be considered in isolation from, or as substitute for analysis of, the Group’s results of operations or financial condition as reported under IFRS.

The Company defines (i) EBITDA as profit after tax plus financial expenses (including the result of operating foreign exchange conversion but excluding exchange rate gains/(losses) related to financial transactions), depreciation and amortization, and income tax expense, and less financial income and income tax benefit; (ii) adjusted EBITDA as EBITDA adjusted by adding back certain special items (including non-recurring costs for supply chain support, contribution to employees for Emilia-Romagna flood and other minor non-recurring events); and (iii) net revenue without pre-owned as net revenue excluding revenue generated from the trading of pre-owned yachts.


The table below sets forth the reconciliations of the Group's non-IFRS measures to the nearest measures prepared in accordance with IFRS for the years indicated:

For the year ended
December 31, December 31,
(in thousands Euro) 2024 2023
Net revenue 1,240,346 1,134,484
Revenue pre-owned (66,997) (23,535)
Net revenue of new yachts 1,173,349 1,110,949
Operating costs (983,341) (941,703)
Adjusted EBITDA 190,009 169,246
Special items (118) (6,589)
Operating exchange gains/(losses) and Share of loss of a joint venture (38) 62
EBITDA 189,853 162,719
Depreciations and amortisation (66,451) (63,167)
Financial income, financial expenses, financial exchange gains 2,975 4,470
Profit before tax (PBT) 126,377 104,022
Income tax (38,217) (20,519)
Profit after tax (PAT) 88,160 83,503
Adjusted EBITDA/Net revenue of new yachts 16.2% 15.2%

The Group's adjusted EBITDA for the year ended December 31, 2024 was €190.0 million, with an increase of approximately 12.3% from the year ended December 31, 2023, which was €169.2 million. The adjusted EBITDA/net revenue of new yachts margin was equal to 16.2%, up 100 basis points when compared to 15.2% for the year ended December 31, 2023.

This excellent performance confirms the strength of the commercial and industrial strategy employed by the Group. This strategy has enabled the Group to maintain strong negotiating power over prices, consolidates the most profitable made-to-measure segment, and absorbs fixed costs more efficiently, in addition to greater procurement economies of scale capacity.

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OTHER FINANCIAL INFORMATION

Liquidity and Financial Resources

During the Reporting Period, the Group financed its operations mainly by cash generated from operations.

As at December 31, 2024, the Group had cash and cash equivalents of approximately €155.7 million (as at December 31, 2023: approximately €314.1 million) which was mainly denominated in Euro.

The net cash of the Group as of December 31, 2024 was €124.6 million, as compared to €281.1 million as of December 31, 2023.

Taking into account the cash flow generated from operations, the Directors are of the view that the Group has sufficient working capital to meet its current liquidity demand and the liquidity demand within at least 12 months from the date of this announcement.

Capital Structure

A. Borrowings

The total bank borrowings of the Group as at December 31, 2024 were approximately €32.5 million (as at December 31, 2023: €32.9 million) which was originally denominated in Euro, so it did not have any foreign exchange impact on its financial statements during the Reporting Period. The bank borrowings were interest-bearing, secured and unsecured. During the Reporting Period, the Group did not experience any difficulties in utilising its banking facilities with its lenders.


Below is a table showing the bank borrowings structure and maturity profile of the Group:

As at December 31, 2024 As at December 31, 2023
(in thousands Euro)
Secured 1,599 1,621
Unsecured 30,869 31,249
Total 32,468 32,870
Maturity profile of bank borrowings
On demand or within one year 10,534 11,253
After one year 21,934 21,616
Total 32,468 32,870

B. Gearing Ratio

As at December 31, 2024, the Group’s gearing ratio was approximately 3.7% (as at December 31, 2023: 4.0%), calculated as the total indebtedness divided by total equity as at the end of the Reporting Period multiplied by 100%. The decrease was mainly due to the increase in share capital related to net profit for the year, net of the dividend paid, and the decrease in total indebtedness. The Group’s gearing ratio demonstrated that the financial position of the Group was healthy as the debt level of the Group was very low as at the end of the Reporting Period.

Treasury Policies

The Group continues to adopt a prudent financial management approach towards its treasury policies and thus maintained a healthy liquidity position throughout the Reporting Period. The Board closely monitors the liquidity position to ensure that the liquidity structure of the Group’s assets, liabilities and other commitments can meet its funding requirements from time to time.

Pledge of Assets

As at December 31, 2024, the Group’s bank borrowings were secured by certain of the Group’s buildings, with the carrying amount of €2.8 million (2023: €115.6 million).


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Contingent Liabilities

As at December 31, 2024 and 2023, the Group did not have any material contingent liabilities.

Significant investments, material acquisitions and disposals, future plans for significant investment of acquisition of material capital assets

During the Reporting Period, the Group did not make any significant investment, material acquisition or disposal of subsidiaries, associates and joint ventures. Save for the expansion plans disclosed in the section headed “Future Plans and Use of Proceeds” in the Hong Kong Prospectus, the Company has no specific plans for significant investments or acquisitions of material capital assets.

Foreign Exchange Exposure

The Group’s revenue generating activities and borrowings were denominated in Euro, which is the functional and presentation currency of the Group. The Board considered that the Group was exposed to exchange rate risks in relation to the U.S. dollar. The Group could use foreign currency forward contracts to hedge its exposure to foreign currency risks in connection with forecast transactions and firm commitments. As at December 31, 2024 and 2023, there were no currency forwards in place.

Employees and Remuneration Policy

As at December 31, 2024, the Group had 2,118 employees (as at December 31, 2023: 1,971). Apart from salary remuneration, our employees benefit from the accruals of social security contributions to the National Institute of Social Security in Italy, and to the private funds if provided by the collective bargaining agreement. In addition, the Company granted discretionary bonuses to qualified employees, based on its operating results and individual performance.

Continuous growth and skills development for all employees are essential pillars of the Group’s strategy.

Going Concern

Based on the current financial position and the available financing facilities, the Group has sufficient financial resources for ongoing operation in the foreseeable future. As such, the financial statements in this announcement were prepared on a “going concern” basis.


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FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

The Board has recommended the payment of a final dividend of €33,848 thousand (€0.10 per Share) (the “Proposed Final Dividend”) (2023: €0.097 per Share) for the Reporting Period. The Proposed Final Dividend is subject to the approval of the Shareholders at the forthcoming annual general meeting of the Company. The Proposed Final Dividend shall be made in Euro to the Shareholders, net of Italian withholding tax, where applicable. The current rate of Italian withholding tax applied to applicable dividend payments is 26%. Further details on the Italian withholding tax are included in the Tax Booklet, which is available on the Company’s website at www.ferrettigroup.com.

Further announcement(s) containing information in relation to the (i) dates of closure of register of members of the Company in respect of Shareholders’ entitlement to attend the annual general meeting and to receive the Proposed Final Dividend and (ii) expected payment date of the Proposed Final Dividend will be published by the Company in due course.

SUFFICIENCY OF PUBLIC FLOAT

According to the information disclosed publicly and as far as the Directors are aware, the Company maintained the amount of public float as required under the Listing Rules during the Reporting Period.

PURCHASES, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities (including sale of treasury Shares) during the Reporting Period.


USE OF NET PROCEEDS FROM THE LISTING

The Group received net proceeds (after deduction of underwriting commissions and related costs and expenses) from the Hong Kong Listing and the exercise of over-allotment option of approximately HKD1,862.9 million. There has been no change in the intended use of net proceeds as previously disclosed in the Hong Kong Prospectus.

Since the Listing Date and up to December 31, 2024, the Group has been gradually utilizing the net proceeds from the Hong Kong Listing according to the manner and proportions disclosed in the Hong Kong Prospectus. For details, please refer to the table below:

Net amount available upon Listing (HKD million) Net amount utilized as of December 31, 2024 (HKD million)* Unutilized net amount as of December 31, 2024 (HKD million) Expected timeline of the utilization of the unutilized net amounts
Expansion of the Group’s product portfolio and further boosting our end-to-end operational excellence 1,266.7 1,792.6 (525.9)
— Consolidating the Group’s leadership positioning in the luxury yacht industry and increasing the Group’s market share and coverage 428.5 920.8 (492.3)
— Development of new flagship models of super yachts under Riva, Wally, Pershing, and Custom Line brands 465.8 265.9 199.8
— Vertical integration of strategic and high value-adding production activities to ensure the uncompromised excellence in the luxurious design, performance, quality and reliability of the Group’s yachts 372.6 605.9 (233.4)
Enhancing the Group’s unique portfolio of ancillary services and expanding the Group’s offering in the most promising verticals such as yacht brokerage, chartering and management services and after-sales and refitting services 447.1 447.1
— Growing the Group’s yacht brokerage, chartering and management services 130.4 130.4
— Expanding the Group’s after-sales and refitting service offering and market presence 316.7 316.7
Further development of the Group’s brand extension activities and other general corporate matters 149.0 8.3 140.7
Total 1,862.9 1,800.9 62.0 March 31, 2025
  • using EURO/HKD exchange rate as at December 31, 2024

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CORPORATE GOVERNANCE

The Board strives to uphold the principles of corporate governance set out in the CG Code contained in Appendix C1 to the Listing Rules, the Italian Consolidated Financial Act and the Italian Corporate Governance Code to which the Company has adhered to after the Dual Listing, and adopted various measures to enhance the internal control system, the Directors' continuing professional training and other areas of practice of the Company. While the Board strives to maintain a high level of corporate governance, it also works hard to create value and achieve maximum return for its Shareholders. The Board will continue to conduct reviews and improve the quality of corporate governance practices with reference to local and international standards.

During the Reporting Period, save for code provision C.2.7 of the CG Code, the Company complied with all the applicable code provisions as set out in Appendix C1 to the Listing Rules. Under code provision C.2.7 of the CG Code, the chairman should at least annually hold meetings with the independent non-executive directors without the presence of other directors. The chairman of the Company has delegated the secretary to the Board to gather any concern and/or questions that the independent non-executive Directors might have and to report to him so that the chairman will arrange a meeting with the independent non-executive Directors as and when appropriate. The Company has also adhered to and is compliant with the Italian Corporate Governance Code starting from the Italian Listing.

MODEL CODE FOR SECURITIES TRANSACTIONS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules (the "Model Code") and relevant Italian provisions as its own code governing securities transactions of the Directors.

Specific enquiries have been made to all Directors and all Directors have confirmed that they have fully complied with the required standard of dealings as set out in the Model Code and those required under the relevant Italian provisions during the Reporting Period.

AUDIT COMMITTEE AND REVIEW OF FINANCIAL INFORMATION

The Audit Committee consists of three independent non-executive Directors and one non-executive Director. The Audit Committee has reviewed the annual results of the Company for the year ended December 31, 2024, including the accounting principles and practices adopted by the Company and the Group and discussed matters in relation to internal control, risk management and financial reporting with the management of the Company. The Audit Committee considers that the annual results for the year ended December 31, 2024 are in compliance with the relevant accounting standards, rules and regulations and appropriate disclosures have been duly made.


The figures in respect of the Group’s consolidated statement of financial position, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows, and the related notes thereto for the year ended December 31, 2024 as set out in this preliminary announcement have been agreed by the Company’s auditor, EY S.p.A. to the amounts set out in the Group’s audited consolidated financial statements. The work performed by the Company’s auditor in this respect did not constitute an assurance engagement in accordance with International Standards on Auditing, International Standards on Review Engagements or International Standards on Assurance Engagements issued by the International Audit and Assurance Standards Board and consequently, and no assurance has been expressed by EY S.p.A. on this preliminary announcement.

EVENTS AFTER THE REPORTING PERIOD

Save as disclosed in this announcement, the Directors are not aware of any significant event requiring disclosure that has taken place subsequent to December 31, 2024 and up to the date of this announcement.

PUBLICATION OF THE ANNUAL RESULTS ANNOUNCEMENT AND ANNUAL REPORT

This annual results announcement is published on the designated website of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the website of the Company (www.ferrettigroup.com) in the section of “HKEX Announcements and Circular” under “Investor Relations”. The annual report of the Company for the Reporting Period will be published on the respective websites of the Hong Kong Stock Exchange and the Company in due course.

DEFINITIONS

Unless the context otherwise requires, the following expressions have the following meanings in this announcement:

“AMAS” North America, Central America and South America

“APAC” Asia-Pacific

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Audit Committee” the audit committee of the Board

“Board” the board of Directors

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  • 45 -

“Borsa Italiana”
Borsa Italiana S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy, with registered office at Piazza degli Affari 6, Milan, Italy, which is, inter alia, the market operator of Euronext Milan

“By-laws”
the by-laws of the Company as amended, supplemented or restated from time to time

“CG Code”
the Corporate Governance Code set out in Appendix C1 to the Listing Rules

“Company”
Ferretti S.p.A., a company incorporated under the laws of Italy as a joint-stock company with limited liability, the shares of which are dually listed on the Main Board (Stock code: 9638) and the Euronext Milan (EXM: YACHT)

“Director(s)”
the director(s) of the Company

“Dual Listing”
the listing of the Shares on the Hong Kong Stock Exchange and Euronext Milan

“EBITDA”
earnings before interest, taxes, depreciation and amortization

“Euro” or “€”
the lawful currency of the member states of the European Union participating in the third stage of the European Union’s Economic and Monetary Union

“Euronext Milan”
the Euronext Milan, organized and managed by Borsa Italiana

“FSD”
Ferretti Security Division business, a division of the Company that designs, develops and manufactures coastal patrol vessels

“Group”
the Company and its subsidiaries

“HKD”
Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

“Hong Kong Listing”
the public offering of the Shares as defined and described in the Hong Kong Prospectus


  • 46 -

"Hong Kong Prospectus" the prospectus of the Company dated March 22, 2023 in relation to the Hong Kong Listing

"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited

"IAS" International Accounting Standards, as issued by the International Accounting Standards Board

"IFRS" International Financial Reporting Standards, as issued by the International Accounting Standards Board

"Italian Corporate Governance Code" Italian corporate governance code enacted by the Corporate Governance Committee (Comitato di Corporate Governance) in January 2020

"Italian Listing" the listing of the Shares on the Euronext Milan managed and organized by Borsa Italiana

"Listing" the listing of the Shares on the Main Board

"Listing Date" March 31, 2022, the date on which the Shares are listed and dealings in the Shares first commenced on the Main Board

"Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended, modified or supplemented from time to time

"Main Board" the Main Board of the Hong Kong Stock Exchange

"MEA" Middle East and Africa

"PRC" the People's Republic of China and for the purposes of this announcement only, except where the context requires otherwise, references to China or the PRC exclude Hong Kong, the Macao Special Administrative Region of the People's Republic of China and Taiwan

"Reporting Period" the year ended December 31, 2024


"Share(s)"
ordinary share(s) with no nominal value in the share capital of the Company

"Shareholder(s)"
holder(s) of the Share(s)

"subsidiary(ies)"
has the meaning ascribed to it under the Listing Rules, unless the context otherwise requires

"Tax Booklet"
a tax booklet published on the website of the Company, which provides the Italian tax framework relating to the ownership of the Shares

"U.S. dollar(s)"
United States dollars, the lawful currency of the United States of America

"%)
per cent

By order of the Board

Ferretti S.p.A.
Mr. Alberto Galassi
Executive Director and Chief Executive Officer

Hong Kong, March 14, 2025

As at the date of this announcement, the Board comprises Mr. Alberto Galassi and Mr. Tan Ning as executive Directors; Mr. Jiang Kui, Mr. Piero Ferrari, Ms. Jiang Lan (Lansi) and Mr. Hao Qinggui as non-executive Directors; and Mr. Stefano Domenicali, Mr. Patrick Sun and Ms. Zhu Yi as independent non-executive Directors.

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