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Gvs Interim / Quarterly Report 2024

Sep 11, 2024

4164_ir_2024-09-11_afade5af-3263-433b-8ca4-99264ecc94b0.pdf

Interim / Quarterly Report

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Half-yearly Financial Report at 30 June 2024 GVS Group

CONTENTS
INFORMATION ABOUT THE COMPANY AND INFORMATION FOR
SHAREHOLDERS
4
5
GROUP STRUCTURE*
CORPORATE BODIES6
DIRECTORS' REPORT ON OPERATIONS
7
Foreword7
Group performance and analysis of the results for the first half of the year 2024 7
Investments14
Research and development14
Additional information15
Principal risks and uncertainties15
Intergroup and related party transactions16
Significant events occurring in the first half of 2024
16
Events subsequent to the close of the period
17
Business outlook17
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE
2024
18
Consolidated statement of assets and liabilities*
18
19
Consolidated income statement*
Comprehensive consolidated income statement20
Prospectus of changes in consolidated shareholders'
equity21
Consolidated statement of cash flows*22
EXPLANATORY NOTES
TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AT 30 JUNE 202423
1.
General information
23
2.
Summary of the accounting standards adopted23
3.
Recently issued accounting standards27
4.
Estimates and assumptions
29
5.
Management of financial risk
30
Information on operating segments34
6.
7.
Notes to the consolidated statement of assets and liabilities
34
8.
Notes to the consolidated income statement
46
Non-recurring revenues and operating costs51
9.
10.
Hyperinflation
52
11.
Transactions with related parties52

13. Directors' and auditors' fees56
14. Independent auditor's fees56
15. Research and development56
16. Positions or transactions resulting from atypical and/or unusual transactions57
17. Events of significance following the close of the financial period57
18. Approval of the condensed interim consolidated financial statements and
authorisation for publication
57
ATTACHED TABLES
58
Consolidated statement of financial position, with indication of the amount of positions
with related parties.
58
Consolidated income statement, with indication of the amount of positions with related
parties59
Consolidated statement of cash flows, with indication of the amount of positions with
related parties60
Consolidated income statement, with indication of the amount deriving from non
recurring transactions.
61
CERTIFICATION OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS PURSUANT TO ARTICLE 154 BIS OF LEGISLATIVE DECREE 58/9862
AUDITING COMPANY REPORT63

INFORMATION ABOUT THE COMPANY AND INFORMATION FOR SHAREHOLDERS

REGISTERED OFFICE

GVS S.P.A Via Roma 50 40069 Zola Predosa BOLOGNA, ITALY Phone +39 051 6176311 Fax + 39 051 6176200 www.gvs.com

LEGAL INFORMATION

Share capital: Euro 1,750,000 Tax code 03636630372 VAT number 00644831208 REA of Bologna 0305386 Register of Companies of Bologna 45539

INVESTOR RELATIONS

E-mail: [email protected]

GROUP STRUCTURE*

*For information on the company name, registered office, the currency in which the Company operates, share capital of the GVS Group companies and the stake held by GVS SpA, please see the Explanatory Notes.

CORPORATE BODIES

Board of Directors

Chairman (independent) Alessandro Nasi Chief Executive Officer Massimo Scagliarini Non-Executive Directors Marco Pacini

Board of Auditors Chairman Maria Federica Izzo

Alternate auditors Alessia Fulgeri

Manager responsible for the preparation of the Company's accounting documents Emanuele Stanco

Grazia Valentini Marco Scagliarini Independent Directors Simona Scarpaleggia (1) (2) Anna Tanganelli (1) Pietro Cordova (1) (2) Michela Schizzi (2)

Standing auditors Francesca Sandrolini Giuseppe Farchione Mario Difino

Independent Auditors PricewaterhouseCoopers SpA

(1) Member of the Control, Risk and Sustainability and Related Party Transactions Committee

(2) Member of the Nominations and Remuneration Committee

DIRECTORS' REPORT ON OPERATIONS

Foreword

The Interim Report on Operations of GVS SpA (hereinafter "GVS", the "Company" or the "Parent Company" and together with its subsidiaries the "GVS Group" or the "Group") is presented together with the condensed interim consolidated financial statements at 30 June 2024.

The Interim Report on Operations is intended to provide information on the situation of the GVS Group and on operations as a whole and in the various sectors in which it operates, including through subsidiaries.

The tables below have been prepared on the basis of the condensed interim consolidated financial statements at 30 June 2024, to which reference should be made. The latter were prepared in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the European Union, as well as with measures issued in implementation of Article 9 of Legislative Decree no. 38/2005.

Group performance and analysis of the results for the first half of the year 2024

The GVS Group is one of the world's leading suppliers of advanced filtering solutions for highly critical applications, primarily in the field of Healthcare & Life Sciences.

The table below breaks down revenues from contracts with customers by division in the periods ending 30 June 2024 and 30 June 2023.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Healthcare Liquid 112,905 113,880
Healthcare Air & Gas 15,480 14,677
Laboratory 16,277 16,313
Healthcare & Life Sciences 144,662 144,870
Powertrain & Drivetrain 13,988 15,276
Safety & Electronics 10,317 10,398
Sport & Utility 8,228 8,432
Energy & Mobility 32,533 34,106
Personal Safety 35,323 32,398
Air Safety 2,304 1,998
Health & Safety 37,627 34,396
Revenue from contracts with customers 214,822 213,372

In the first half of 2024, GVS achieved consolidated revenues of Euro 214.8 million, up 0.7% on the previous year. One highlight is the positive performance of the Health & Safety division, which reported a 9.4% year-on-year increase in turnover, driven by favourable sector dynamics and the achievement of commercial synergies with the RPB Group.

Revenues from the Healthcare & Lifesciences division, compared with the same period last year, recorded growth in the Healthcare Air & Gas business (+5.5%), a stable performance of the Laboratory business of Euro 16.3 million, recovering sharply from the first quarter of 2024, and a slight reduction in the Healthcare Liquid business of Euro 112.9 million.

The Energy & Mobility division recorded a decrease of 4.6% in terms of revenues compared with the same period of the previous year, with a performance that was still negatively affected, although to a lesser extent than in the previous year, by customer de-stocking policies.

The breakdown of revenues from contracts with customers as at 30 June 2024 is as follows:

  • the Healthcare & Life Sciences division, which represents 67.3% of the total, recorded revenues of Euro 144.7 million, with a slight decrease of 0.1% compared to the first half of 2023;
  • the Energy & Mobility division, which represents 15.1% of the total, recorded a decrease in turnover level of 4.6% compared to the same period of 2023, reaching Euro 32.5 million;
  • the Health & Safety division represents 17.5% of the total and settled at Euro 37.6 million with an increase of 9.4% compared to the same period of the previous year.

Financial statements for the period ending 30 June 2024 are shown below in comparison with those of the same period of the previous year, reclassified on the basis of current practice in financial analysis.

The 6-month period ended 30 June
(in thousands of Euro) 2024 including
non
recurring
2024
Adjusted
% 2023 including
non
recurring
2023
Adjusted
%
Revenue from sales and services 214,822 214,822 100.0% 213,372 213,372 100.0%
Other operating income 3,901 1,137 2,764 1.3% 2,595 319 2,276 1.1%
Total revenues 218,723 1,137 217,586 101.3% 215,967 319 215,648 101.1%
Raw materials purchases costs and variation in
inventories
(64,435) (64,435) -30.0% (70,285) (70,285) -32.9%
Services costs (29,692) (250) (29,442) -13.7% (28,710) (268) (28,442) -13.3%
Other operating costs (3,721) (1,232) (2,489) -1.2% (4,139) (857) (3,282) -1.5%
Added value 120,875 (345) 121,220 56.4% 112,833 (806) 113,639 53.3%
Personnel costs (69,808) (631) (69,177) -32.2% (67,213) (649) (66,564) -31.2%
EBITDA 51,067 (976) 52,043 24.2% 45,620 (1,455) 47,075 22.1%
Amortisation and depreciation (21,874) (8,034) (13,840) -6.4% (21,403) (8,579) (12,824) -6.0%
Provisions and write-downs (520) (520) -0.2% (479) (479) -0.2%
EBIT 28,673 (9,010) 37,683 17.5% 23,738 (10,034) 33,772 15.8%
Financial income and costs (7,482) (2,810) (4,672) -2.2% (13,773) (1,784) (11,989) -5.6%
Pre-tax result 21,191 (11,820) 33,011 15.4% 9,965 (11,818) 21,783 10.2%
Income tax (2,171) 6,044 (8,215) -3.8% (2,629) 2,654 (5,283) -2.5%
Group's and minority shareholders' net profit or loss 19,020 (5,776) 24,796 11.5% 7,336 (9,164) 16,501 7.7%

Analysis of reclassified financial position

The consolidated economic results of operations of the period ending 30 June 2024 were as follows: total revenues from ordinary operations amounted to Euro 217.6 million (Euro 215.6 million in the first half of 2023); EBITDA from ordinary operations amounted to Euro 52 million (Euro 47.1 million in the first half of 2023); EBIT from ordinary operations came to Euro 37.7 million (Euro 33.8 million in the first half of 2023).

EBITDA from ordinary operations grew by 10.6% compared to the first six months of 2023, with a 24.2% margin on revenues, a significant improvement compared to the 22.1% margin recorded in the first half of 2023. We note the strong performance in the second quarter of 2024, with EBITDA on revenues from ordinary operations of 25%. The result for the period is supported by the contribution of actions aimed at recovering the profitability implemented by the Group.

EBIT from ordinary operations with a margin on revenues of 17.5% amounts to Euro 37.7 million (+11.6%) compared to Euro 33.8 million in the same period of the previous year and in line with the growth achieved at the level of EBITDA from ordinary operations.

Net financial costs from ordinary operations (net of exchange rate gains of Euro 3,011 thousand recorded in the first six months of 2024 and exchange rate losses of Euro 4,663 thousand recorded in 2023) increased in the period in question, going from Euro 7,326 thousand in the period ended 30 June 2023 to Euro 7,683 thousand in the period ended 30 June 2024. This was mainly due to the increase in market interest rates some loans are related to.

The pre-tax result of recurring activities reached Euro 33 million in the period in question, with a decrease of Euro 11.2 million compared to Euro 21.8 million in 2023, mainly due to the effect of the exchange gain recorded in 2024 against the effect of the exchange rate loss recorded during the first half of 2023.

Non-recurrent proceeds and charges in the period ending 30 June 2024 represent: (i) income resulting from the partial release of the provision for risks set aside in previous years for a specific dispute arising before the acquisition relating to Haemotronic SpA (Euro 1,137 thousand); (ii) costs relating to Group personnel following the ongoing reorganisation process (totalling Euro 631 thousand), (iii) consultancy costs relating to services received on an exceptional basis (Euro 250 thousand); (iv) a cost relating to the downsizing of the indemnity to be obtained from the seller of Haemotronic SpA, for a specific dispute, for which the specific provision for risks was released for the same amount (Euro 1,137 thousand); (v) costs allocated to the reorganisation fund (Euro 95 thousand); (vi) amortisation of intangible and tangible assets recognised following the purchase price allocation of the Kuss, RPB, Haemotronic and STT groups (Euro 8,034 thousand) and finally (vii) interest recognised following the discounting of payables for earn out for acquisitions of the STT and Haemotronic groups (Euro 2,810 thousand), net of the related tax effect. Non-recurring charges for taxes also include Euro 2,942 thousand relating to the revenues pertaining to the tax benefit of the Patent Box held by the parent company GVS SpA.

Non-recurrent proceeds and charges in the period ending 30 June 2023 represent: (i) grants obtained from the Chinese government for the relocation of the Suzhou production site (Euro 319 thousand); (ii) costs relating to Group personnel following the reorganisation process in progress (totalling Euro 649 thousand); (iii) consultancy costs relating to services received of an exceptional nature (Euro 268 thousand), (iv) costs allocated to the provision for the relocation and rationalisation of the Group's production sites (totalling Euro 650 thousand); (v) costs allocated to the provision for indirect taxes and related penalties for Euro 207 thousand; (vi) depreciation of intangible and tangible assets recorded following the purchase price allocation of the Kuss, RPB, STT and Haemotronic groups (for a total of Euro 8,048 thousand); (vii) to write-downs of tangible fixed assets resulting from the relocation and rationalisation plan of the Group's production sites for Euro 531 thousand; and finally (viii) to the interest recorded following the discounting of payables for earn out for the acquisitions of the STT and Haemotronic groups (Euro 1,784 thousand), net of the related tax effect. Non-recurring charges for taxes also include Euro 416 thousand relating to the costs of the tax dispute with the Rumanian subsidiary for direct taxes.

Analysis of reclassified equity position

As at 30 June
2024
As at 31
December 2023
(in thousands of Euro)
Net intangible fixed assets 473,333 471,701
Right of use assets, net 21,466 20,207
Net tangible fixed assets 128,974 122,884
Financial fixed assets 3,133 3,531
Other fixed assets 5,225 10,718
Fixed capital (A) 632,131 629,041
Net trade receivables 59,429 54,114
Inventories 87,614 84,808
Payables to suppliers (44,587) (38,452)
Net commercial working capital (B) 102,456 100,470
Other current assets 28,319 21,203
Other current liabilities (43,140) (40,465)
Total current assets/liabilities (C) (14,821) (19,263)
Net working capital (D)= (B) + (C) 87,636 81,207
Other non-current liabilities (E) (34,338) (35,447)
Employee termination indemnity and end of service indemnity (F) (3,221) (3,120)
Provisions for risks and charges (G) (5,656) (8,529)
Net invested capital (H) = (A+D+E+F+G) 676,552 663,153
Shareholders' equity (357,409) (334,478)
Consolidated shareholders' equity (I) (357,409) (334,478)
(Short-term financial indebtedness)/Liquidity 6,386 60,503
(Net medium-/long-term financial indebtedness) (325,529) (389,178)
Net financial indebtedness (L) (319,143) (328,675)
Own funds and net financial indebtedness (M) = (I+L) (676,552) (663,153)

Fixed capital at 30 June 2024 shows an increase of Euro 3,090 thousand, mainly as a result of investments made in relation to tangible assets, rights of use and intangible assets, and for positive exchange rate conversion, net of depreciation and disposals during the period. Specifically, net intangible assets increased by Euro 1,632 thousand, of which Euro 4,141 thousand for investments in the period and Euro 6,822 thousand for the positive exchange rate conversion reserve, net of depreciation and amortisation for Euro 9,898 thousand. Tangible fixed assets recorded an increase of Euro 6,090 thousand, of which Euro 15,073 thousand relating to investments capitalised in the period net of depreciation and write-downs amount to Euro 8,263 thousand. The net increase in rights of use of Euro 1,259 thousand is mainly due to increases in the period of Euro 5,732 thousand net of amortisation for the period totalling Euro 3,713 thousand. Finally, other non-current assets decreased by Euro 5,493 thousand due to the change in deferred tax assets of Euro 1,676 thousand, the decrease in the fair value of active derivatives of Euro 780 thousand, and finally, following the reduction in other non-current receivables of Euro 3,037 thousand, due to the resolution of a specific dispute to which these receivables were related, arising before the acquisition and relating to Haemotronic SpA.

The balance of trade net working capital at 30 June 2024 shows an increase of Euro 1,986 thousand compared to 31 December 2023, mainly due to the increase in inventories and net trade receivables of Euro 2,806 thousand and Euro 5,315 thousand, respectively, net of the increase in trade payables of Euro 6,135 thousand.

The increase in other current assets at 30 June 2024, amounting to Euro 7,117 thousand, was mainly due to tax receivables for direct taxes.

The increase in other current liabilities at 30 June 2024 compared to 31 December 2023, amounting to Euro 2,675 thousand, is mainly attributable to the increase in payables for direct taxes, payables to employees and to social security institutions.

Shareholders' equity increased by Euro 22,931 thousand at 30 June 2024, mainly due to the total result for the period of Euro 22,027 thousand due to the increase in reserves relating to the new long-term incentives plan (Euro 1,058 thousand), net of the decrease due to the purchase of treasury shares (Euro 154 thousand).

The reader is referred to the next section for information on changes in net financial indebtedness.

Analysis of net financial indebtedness and net financial position

Trends in net financial indebtedness and net financial position are analysed below.

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
(A) Cash and cash equivalents 59,203 191,473
(B) Cash equivalents - -
Term deposits 75,745 -
Financial assets held for trading 2,817 2,317
Financial lease receivables 79 168
(C) Other current financial assets 78,641 2,485
(D) Liquidity (A)+(B)+(C) 137,844 193,958
Financial payables to parent companies 2,586 1,531
Financial lease liabilities to other companies in the GVS Group 1,766 1,475
Financial lease liabilities 5,468 5,909
Other financial liabilities 19,717 20,789
(E) Current financial indebtedness 29,537 29,704
(F) Current portion of non-current indebtedness 101,921 103,751
(G) Current financial indebtedness (E)+(F) 131,458 133,455
(H) Net current financial indebtedness (G)-(D) 6,386 60,503
Non-current bank borrowings 228,352 275,715
Other financial liabilities 8,590 25,299
Other financial liabilities to GVS Group 75,000 75,000
Financial lease liabilities to other companies in the GVS Group 1,748 1,430
Non-current financial lease liabilities 11,838 11,734
(I) Non-current financial indebtedness 325,529 389,178
Passive derivative financial instruments - -
(J) Debt instruments - -
(K) Trade payables and other non-current payables - -
(L) Non-current financial indebtedness (I)+(J)+(K) 325,529 389,178
(M) Total net financial indebtedness (H)-(L) (319,143) (328,675)

The reduction in net financial debt at 30 June 2024 compared to 31 December 2023, amounting to a total of Euro 9,532 thousand, is mainly due to the cash generated by operations net of the liquidity used for net investments in tangible and intangible fixed assets for the period (Euro 19,217 thousand), for the subscription and/or renewal of leasing agreements (Euro 4,875 thousand), for net financial charges (Euro 10,493 thousand) and for the payment of taxes (Euro 7,199 thousand). In terms of current operations, the cash generated by operations amounted to Euro 54,373 thousand net of the liquidity

absorbed by changes in working capital for Euro 1,722 thousand and was much higher than the amount used for the payment of financial charges, taxes and investments, resulting in a reduction of overall net financial debt. Current financial debt, amounting to a positive Euro 60,503 thousand as at 31 December 2023, amounts to a positive Euro 6,386 thousand as at 30 June 2024. Non-current financial debt, amounting to a negative Euro 389,178 thousand as at 31 December 2023, amounts to a negative Euro 325,529 thousand as at 30 June 2024.

The Group's net financial position (including non-current active derivatives and non-current active loans, and excluding net current and non-current leasing liabilities recorded in accordance with the provisions of IFRS 16) amount to negative Euro 294,353 thousand at 30 June 2024 and negative Euro 303,046 thousand at 31 December 2023, as indicated below.

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
(M) Total net financial indebtedness (319,143) (328,675)
Non-current active derivative financial instruments 4,049 4,829
Long-term financial receivables - 420
Financial lease liabilities (net) 20,741 20,380
Total net financial position (294,353) (303,046)

The following table shows the adjusted net financial indebtedness:

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
(M)
Total net financial indebtedness
(319,143) (328,675)
GVS Group loan (including interest) 77,586 76,531
Total adjusted net financial indebtedness (241,557) (252,144)

Adjusted net financial indebtedness was calculated by excluding from financial payables the amount of Euro 77,586 thousand, amounting to the shareholder loan received from GVS Group S.r.l. (Euro 75,000 thousand), in line with the definition of net financial indebtedness in existing loan agreements as regards the method of calculating financial covenants.

Cash flow statement

The cash flow statement appears below.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Pre-tax result 21,191 9,965
- Adjustment for:
Amortisation, depreciation and write-downs 21,874 21,403
Capital losses / (capital gains) from sale of assets (59) 102
Financial costs / (income) 7,482 13,773
Other non-monetary variations 3,885 3,671
Cash flow generated / (absorbed) by operations before variations in net
working capital 54,373 48,914
Variation in inventories (2,541) 418
Variation in trade receivables (7,362) 1,671
Variation in trade payables 6,118 (10,698)
Variation in other assets and liabilities 2,063 45
Use of provisions for risks and charges and for employee benefits (1,344) (1,432)
Taxes paid (7,199) (4,661)
Net cash flow generated / (absorbed) by operations 44,108 34,257
Investments in tangible assets (15,075) (9,524)
Investments in intangible assets (4,141) (3,060)

Disposal of tangible assets 200 304
Investment in financial assets (86,172) (82,500)
Disinvestment in financial assets 10,000 21,393
Payment for purchase of business unit net of cash on hand acquired (19,000) -
Net cash flow generated / (absorbed) by investment (114,189) (73,387)
Opening of long-term financial liabilities 208 75,936
Repayment of long-term financial liabilities (50,557) (27,293)
Repayment of lease liabilities (4,593) (3,278)
Financial costs paid (8,159) (8,782)
Financial income collected 1,270 608
Treasury shares (154) -
Net cash flow generated/(absorbed) by financial assets (61,984) 37,192
Total variation in cash on hand (132,065) (1,938)
Cash on hand at the start of the period 191,473 135,169
Total variation in cash on hand (132,065) (1,938)
Conversion differences on cash on hand (204) (824)
Cash on hand at the end of the period 59,203 132,406

During the period ended 30 June 2024, operations generated greater liquidity of Euro 9,851 thousand compared to the same period of the previous year, mainly due to the effect of the increase in EBITDA and to better management of net working capital, which generated a lower absorption of liquidity than the corresponding period of the previous year, thanks to the increase in payables to suppliers, the net increase in trade receivables and inventories.

Net investment activity in the period shows a greater absorption of liquidity of Euro 40,802 thousand compared with the same period last year, mainly following the payment of the first earn-out to the seller of the Haemotronic group of Euro 19,000 thousand, and the disinvestment of financial assets that had characterised the first half of 2023 of Euro 21,393 thousand compared with Euro 10,000 thousand in the corresponding half-year of 2024. We also note that net investments in tangible and intangible fixed assets have increased by Euro 6,632 thousand in the two periods compared.

Without considering the Euro 75,000 thousand loan subscribed and obtained in the first half of 2023 from parent company GVS Group Srl, the financial activity in the six months of 2024 shows greater absorption of cash compared to the same period of the previous year, mainly as a result of greater repayment of principal on loans paid during the period.

Indicators

The Group's principal economic and financial indicators and other indicators at 30 June 2024 and 30 June 2023 are listed below.

(in thousands of Euro) 2024 2023
ROE (net profit/total net shareholders' equity) 11% 4%
ROI (EBIT from ordinary operations/net invested capital) 11% 10%
ROS (EBIT from ordinary operations/ordinary total revenues) 17% 16%
EBITDA 51,067 45,620
Adjusted EBITDA 52,043 47,075
Net interest expense (excluding exchange gains / losses and interest for discounting earn out) (7,683) (7,326)
Net financial debt (319,143) (364,967)
Net financial position (294,353) (334,439)
Total intangible fixed assets/Total fixed assets 75% 75%
Total intangible fixed assets/Total assets 50% 46%
Acid test (short-term assets/short-term liabilities) 1.0 1.1
Net interest expense / payables to lenders 3.6% 3.2%
Indebtedness ratio (net financial indebtedness/shareholders' equity) 0.89 1.10
Net financial position/shareholders' equity 0.82 1.01

EBITDA/Interest 6.65 6.23
Adjusted EBITDA/Interest 6.77 6.43
Net financial position/EBITDA 2.88 3.67
Net financial position/adjusted EBITDA 2.83 3.55
Net financial debt / EBITDA 3.12 4.00
Net financial indebtedness/adjusted EBITDA 3.07 3.88

Investments

The Group's investment policy aims to achieve diversification in terms of product range and creation of new technological solutions for integration into the range of products it offers for sale. The development of new products is important for the Group, in order to continuously increase the satisfaction of its customers. Moreover, in the period under examination here, the Group invested in improvement of the efficiency of production through reinforcement and boosting of automation processes and adaptation of its productive capacity to ensure immediate flexibility in response to a possible increase in activity and adaptability to emerging trends.

Investments for the six months ended 30 June 2024 were mainly attributable to the strengthening of the production capacity and the construction of the new Suzhou production plant in China.

Furthermore, it should be noted that, with reference to the period ended 30 June 2024, the main investments concerned the production plants in Italy, the plants in the United States of America, the United Kingdom and Mexico, in addition to the construction of a new production plant in Suzhou, China mentioned above.

Research and development

With research and development centres all over the world, GVS offers an extremely efficient service tailored to respond to its customers' requests: from product conception and design to validation and mass production.

The Group's R&D work aims to introduce new products and implement new production processes. These activities are divided into a number of different phases, from conception and start of the process of designing and new product process to large-scale industrial production. The main indicators for the period under review compared with the same period of the previous year are shown below.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Research and development costs 13,119 12,208
Research and development costs/revenues from contracts with customers 6.1% 5.7%

Additional information

The Company does not own, and has never owned, stocks or shares in its parent company, even through an intermediary and/or company; therefore, it did not buy or sell any such stocks or shares in the first half of 2024.

Starting from 8 October 2021, the Company launched the buyback program authorised by the Shareholders' Meeting of 27 April 2021. On 18 September 2023, GVS SpA, in implementation of the shareholders' resolution authorising the purchase and disposal of treasury shares of 3 May 2023, appointed Kepler Cheuvreux SA to carry out liquidity support activities on the regulated market Euronext Milan, organised and managed by Borsa Italiana S.p.A. ("Euronext Milan"), under conditions of independence. The liquidity support activity on the ordinary shares issued by GVS S.p.A. lasts for 12 months, starting on 20 September 2023, up to a maximum of Euro 1.5 million, in accordance with market practice no. 1, referred to in CONSOB Resolution No. 21318 of 7 April 2020. As at 30 June 2024, the Company held 267,074 treasury shares representing a total stake of 0.15% in the Company's share capital.

The Group did not conduct any atypical or unusual transactions during the period.

Principal risks and uncertainties

In conducting its business, the Company is exposed to financial risk, as described in the Explanatory Notes, representing:

  • market risk, deriving from oscillating exchange rates between the Euro and the other currencies in which the Group operates, and of interest rates;
  • credit risk, deriving from the possibility of a counterpart defaulting;
  • liquidity risk, deriving from insufficiency of financial resources to fulfil financial commitments.

The Group's goal is to maintain balanced management of its financial exposure over the years in order to guarantee a debt structure that is balanced with the composition of the company's assets and capable of guaranteeing the necessary flexibility in operations through use of liquidity generated by current operations and resort to bank loans.

The capacity of characteristic management to generate liquidity and the capacity for indebtedness allow the Group to adequately satisfy the requirements of its operations and financing of operative working capital and investment capital, and to fulfil its financial obligations.

The Group's financial policy and management of financial risk are guided and monitored at the central level. In particular, the central finance function assesses and approves provisional financial requirements, monitors trends and applies appropriate corrective actions where necessary.

In relation to the wars in Ukraine and in the Middle East, the Company monitors the geopolitical context and the situation in these countries on a daily basis to assess the potential direct and indirect effects in future, both in terms of strengthening the inflation dynamics in the supply markets of raw materials and energy costs, and in terms of sales reduction in the affected areas. Currently, the Group's direct exposure to the areas concerned is marginal.

For more information, see the "Management of financial risk" section of the Explanatory Notes.

Intergroup and related party transactions

With regard to relations with subsidiary, associated, parent and affiliated companies, please see the analytical indications given in the explanatory notes to these condensed interim consolidated financial statements. The following is a summary of the types of transactions that have taken place:

Company Type of transaction
Parent Company - GVS Group S.r.l. Financial, consolidated fiscal.
Subsidiaries Commercial, performance of services costs and financial.
Associated companies - Companies in the GVS Group Services costs.

GVS SpA and the subsidiary Haemotronic SpA participate in the optional national tax consolidation system under the GVS Group. Transactions with subsidiaries are primarily commercial (sale of raw materials and finished goods, and provision of services for production) and financial (provision of intergroup loans) in nature and are conducted under the conditions normally in effect on the market. The Company and a number of its subsidiaries have stipulated contracts for the leasing of real estate properties with companies directly or indirectly controlled by GVS Group S.r.l., under the conditions normally in effect on the market.

With regard to transactions with related parties, including intergroup transactions, it should be noted that these were neither atypical nor unusual and are part of the normal course of business of Group companies. They were carried out in compliance with internal procedure that contains rules aimed at ensuring their transparency and fairness, pursuant to the CONSOB Regulation No. 17221/2010.

In the notes to the condensed interim consolidated financial statements provides the disclosures required pursuant to Art. 154-ter of the TUF as indicated by CONSOB Regulation No. 17221 of 12 March 2010 and subsequent CONSOB Resolution No. 17389 of 23 June 2010. The disclosure on transactions with related parties required by the CONSOB Communication of 28 July 2006 is presented in the attached tables.

For more details, refer to the section entitled "Transactions with related parties" in the Explanatory Notes.

Significant events occurring in the first half of 2024

In April 2024, GVS announced its intention to build a new production plant for the manufacture of an innovative diaphragm for water alkaline electrolysis systems for the production of green hydrogen (the "Project"). The new diaphragm has been developed internally by GVS's research & development department, leveraging the Group's established expertise in the production of membranes and filtering materials, and will provide high performance in terms of durability, electrochemical conductivity and gas separation. The investment decision follows a testing period with selected customers, which confirmed the superior performance and reliability of the new membrane. The new production plant will be installed at the GVS headquarters in Zola Predosa (Bologna) and will have the capacity to provide the equivalent of 4 GW/year capacity of an electroliser for the production of green hydrogen (320,000 tonnes H2/year produced). It is expected that the fixed asset investments associated with the project will be in the order of 4 million euros and will be financed in 2024 and 2025 with available financial resources. The commercial launch of the diaphragm is expected in the second half of 2025, with impacts in terms of revenue generation starting in 2026. As the Project is fully in line with the European Hydrogen Strategy (COM/2020/301), which aims to achieve an installed capacity of 40 GW electro-welders by 2030, GVS will submit a funding request to the European Innovation Fund (EU Innovation Fund), one of the world's largest funding programs for innovative low-CO2 technologies.

Events subsequent to the close of the period

On 26 July 2024, the Board of Directors of GVS SpA approved the 2024-2026 Sustainability Plan - Protecting your tomorrow. The Plan includes more than 100 projects, covering 46 objectives linked to the 4 central pillars of the Group's sustainability strategy: Protecting people, protecting the planet, protecting through innovation and protecting our values. The objectives of the Sustainability Plan aim, on the one hand, to strengthen management and safeguards on the most crucial sustainability issues, and, on the other hand, to create the foundations for the achievement of ambitious future goals.

On 18 July 2024, GVS presented the new Elipse Full Face Mask, which weighs only 346g, stands out as one of the lightest integral masks currently available on the market. This result underscores GVS's commitment to innovation and excellence, offering a product that prioritises both performance and comfort. The Elipse Full Face Mask is compatible with a wide range of filters that meet the needs of the user in the most critical environments. The commercial launch of the Elipse Full Face Mask is planned for the second half of 2024.

In August 2024, a process was initiated to reorganise some production departments of the subsidiary GVS Puerto Rico in order to pursue greater efficiency through the transfer of certain production lines from GVS Puerto Rico to our subsidiaries located in Mexico. The implementation of the plan will consequently provide for the reduction of the workforce in GVS Puerto Rico, with the recognition of early retirement incentives.

Business outlook

GVS continues its path of steady improvement in economic and financial performance, which began in the fourth quarter of 2022.

In the first half of 2024, the Company achieved higher revenues than in the first half of 2023 and expects a further recovery in sales volumes in the second half of 2024. Specifically, sales are expected to grow high-single digits in the third quarter compared with the third quarter of financial year 2023.

In terms of profitability, as occurred in the first half of 2024, GVS will continue its process of progressive improvement in profitability.

Following the results achieved in the first six months of 2024, the Company confirms, with regard to turnover and the adjusted leverage ratio, the forecasts communicated at the time of approval of the 2023 results, while raising the annual normalised EBITDA margin forecast, and therefore expects to achieve the following results in 2024:

  • a low-to-mid single digit growth in consolidated turnover compared to 2023;
  • a normalised EBITDA margin up between 150 and 250 basis points compared to FY 2023, up from the previous forecast between 100 and 200 basis points;
  • an expected adjusted leverage ratio of around 2x at 31 December 2024.

Zola Predosa, 10 September 2024

For the Board of Directors Massimo Scagliarini

Chief Executive Officer

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2024

Consolidated statement of assets and liabilities*

(in thousands of Euro) Notes As at 30
June 2024
As at 31
December 2023
ASSETS
Non-current assets
Intangible assets 7.1 473,333 471,701
Right of use assets 7.2 21,466 20,207
Tangible assets 7.3 128,974 122,884
Deferred tax assets 7.4 1,176 2,852
Non-current financial assets 7.5 3,133 3,531
Non-current derivative financial instruments 7.6 4,049 4,829
Other receivables and non-current assets 7.11 - 3,037
Total non-current assets 632,131 629,041
Current assets
Inventories 7.7 87,614 84,808
Trade receivables 7.8 59,429 54,114
Assets from contracts with customers 7.9 929 964
Current tax receivables 7.10 14,387 7,486
Other receivables and current assets 7.11 13,003 12,753
Current financial assets 7.5 78,641 2,484
Cash and cash equivalents 7.12 59,203 191,473
Total current assets 313,206 354,082
TOTAL ASSETS 945,337 983,123
SHAREHOLDERS' EQUITY AND LIABILITIES
Share capital 1,750 1,750
Reserves 336,620 319,054
Net income 19,016 13,647
Group net shareholders' equity 357,386 334,451
Shareholders' equity attributable to non-controlling interests 23 27
Total shareholders' equity 7.13 357,409 334,478
Non-current liabilities
Liabilities for the purchase of equity investments and non-current earn out 7.14 7,905 24,677
Non-current financial liabilities 7.15 304,037 351,337
Non-current leasing liabilities 7.2 13,586 13,164
Deferred tax liabilities 7.4 34,338 35,447
Provisions for employee benefits 7.17 3,221 3,120
Provisions for risks and charges 7.18 5,656 8,529
Total non-current liabilities 368,743 436,274
Current liabilities
Liabilities for the purchase of equity investments and current earn out 7.14 19,026 18,342
Current financial liabilities 7.15 105,198 107,729
Current leasing liabilities 7.2 7,234 7,384
Trade payables 7.19 44,587 38,452
Liabilities from contracts with customers 7.9 5,435 6,029
Current tax payables 7.10 9,383 8,130
Other current payables and liabilities 7.20 28,322 26,305
Total current liabilities 219,185 212,370
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 945,337 983,123

(*) Pursuant to CONSOB Resolution No. 15519 of 27 July 2016, the effects of transactions with related parties on the consolidated statement of assets and liabilities are highlighted in the attached tables and are further described in Note 11.

Consolidated income statement*

Half-year ended 30 June
(in thousands of Euro) Notes 2024 2023
Revenue from contracts with customers 8.1 214,822 213,372
Other operating income 8.2 3,901 2,595
Total revenues 218,723 215,967
Purchases and consumption of raw materials, semi-products and finished products 8.3 (64,435) (70,285)
Personnel costs 8.4 (69,808) (67,213)
Service costs 8.5 (29,692) (28,710)
Other operating costs 8.6 (3,721) (4,139)
EBITDA 51,067 45,620
Net impairment losses on financial assets 8.7 (520) (479)
Amortisation, depreciation and write-downs 8.8 (21,874) (21,403)
EBIT 28,673 23,738
Financial income 8.9 5,026 1,244
Financial costs 8.9 (12,508) (15,017)
Pre-tax result 21,191 9,965
Income tax 8.10 (2,171) (2,629)
Net income 19,020 7,336
Group's share 19,016 7,331
Minority share 4 5
Basic net profit per share (in Euro) 8.11 0.11 0.04
Diluted net profit per share (in Euro) 8.11 0.11 0.04

(*) Pursuant to CONSOB Resolution No. 15519 of 27 July 2016, the effects of transactions with related parties on the consolidated income statement are highlighted in the attached tables and are further described in Note 11.

Comprehensive consolidated income statement

(in thousands of Euro) Half-year ended 30 June
Notes 2024 2023
Net income 19,020 7,336
Other components of the comprehensive income statement which will be
reclassified in the income statement in subsequent years
Profits (losses) on cash flow hedges 7.6 (780) 1,025
Effect of taxation 187 (246)
Difference due to conversion of financial statements in foreign currency 7.13 3,600 (4,239)
3,007 (3,460)
Other components of the comprehensive income statement which will
not be reclassified in the income statement in subsequent years
Actuarial profit (loss) due to employee defined benefit plans 7.17 - -
Effect of taxation - -
- -
Total other components in the comprehensive income statement 3,007 (3,460)
Comprehensive net profit 22,027 3,876
Group's share 22,021 3,884
Minority share 6 (8)

Prospectus of changes in consolidated shareholders' equity

Reserves
(in thousands of Euro) Share
capital
Share
premium
reserve
Legal reserve Extraordinary
reserve
Translation
reserve
Negative
reserve for
treasury
shares
Actuarial
profits and
losses reserve
Profit (loss)
carried over
and other
reserves
Net income Group net
shareholders'
equity
Shareholders'
equity
attributable
to non
controlling
interests
Total
shareholders'
equity
As at 31 December 2022 1,750 92,770 350 60,628 (1,177) (4,853) 444 153,619 24,098 327,629 45 327,674
Net income - - - - - - - - 7,331 7,331 5 7,336
Total other components in the comprehensive income statement - - - - (4,227) - - 779 - (3,448) (12) (3,460)
Comprehensive net profit - - - - (4,227) - - 779 7,331 3,883 (7) 3,876
Allocation of net profit from previous year - - - 4,274 - - - 19,824 (24,098) - - -
Assignment of treasury shares for long-term incentives - - - - - 2,406 - (2,406) - - - -
As at 30 June 2023 1,750 92,770 350 64,902 (5,404) (2,447) 444 171,816 7,331 331,512 38 331,551
Reserves
(in thousands of Euro) Share
capital
Share
premium
reserve
Legal reserve Extraordinary
reserve
Translation
reserve
Negative
reserve for
treasury
shares
Actuarial
profits and
losses reserve
Profit (loss)
carried over
and other
reserves
Net income Group net
shareholders'
equity
Shareholders'
equity
attributable
to non
controlling
interests
Total
shareholders'
equity
As at 31 December 2023 1,750 92,770 350 64,902 (7,676) (2,524) 244 170,987 13,647 334,451 27 334,478
Net income - - - - - - - - 19,016 19,016 4 19,020
Total other components in the comprehensive income statement - - - - 3,608 - - (593) - 3,015 (8) 3,007
Comprehensive net profit - - - - 3,608 - - (593) 19,016 22,031 (4) 22,027
Allocation of net profit from previous year - - - (9,703) - - - 23,350 (13,647) - - -
Purchase of treasury shares - - - - - (197) - 44 - (154) - (154)
Increase in reserves for long-term incentives - - - - - - - 1,058 - 1,058 - 1,058
As at 30 June 2024 1,750 92,770 350 55,199 (4,068) (2,721) 244 194,846 19,016 357,386 23 357,409

Consolidated statement of cash flows*

Half-year ended 30 June
(in thousands of Euro) Notes 2024 2023
Pre-tax result 21,191 9,965
- Adjustment for:
Amortisation, depreciation and write-downs 8.8 21,874 21,403
Capital losses / (capital gains) from sale of assets 8.2 - 8.6 (59) 102
Financial costs / (income) 8.9 7,482 13,773
Other non-monetary variations 3,885 3,671
Cash flow generated / (absorbed) by operations before variations in
net working capital
54,373 48,914
Variation in inventories 7.7 (2,541) 418
Variation in trade receivables 7.8 (7,362) 1,671
Variation in trade payables 7.19 6,118 (10,698)
Variation in other assets and liabilities 7.11 - 7.20 2,063 45
Use of provisions for risks and charges and for employee benefits 7.17 - 7.18 (1,344) (1,432)
Taxes paid 8.10 (7,199) (4,661)
Net cash flow generated / (absorbed) by operations 44,108 34,257
Investments in tangible assets 7.3 (15,075) (9,524)
Investments in intangible assets 7.1 (4,141) (3,060)
Disposal of tangible assets 7.3 200 304
Investment in financial assets 7.5 (86,172) (82,500)
Disinvestment in financial assets 7.5 10,000 21,393
Payment for purchase of business unit net of cash on hand acquired (19,000) -
Net cash flow generated / (absorbed) by investment (114,189) (73,387)
Opening of long-term financial liabilities 7.15 208 75,936
Repayment of long-term financial liabilities 7.15 (50,557) (27,293)
Repayment of lease liabilities 7.2 (4,593) (3,278)
Financial costs paid 8.9 (8,159) (8,782)
Financial income collected 8.9 1,270 608
Treasury shares 7.13 (154) -
Net cash flow generated/(absorbed) by financial assets (61,984) 37,192
Total variation in cash on hand (132,065) (1,938)
Cash on hand at the start of the period 191,473 135,169
Total variation in cash on hand (132,065) (1,938)
Conversion differences on cash on hand (204) (824)
Cash on hand at the end of the period 59,203 132,406

(*) Pursuant to CONSOB Resolution No. 15519 of 27 July 2016, the effects of transactions with related parties on consolidated cash flows are highlighted in the attached tables.

EXPLANATORY NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2024

1. General information

1.1 Foreword

GVS S.p.A. (hereinafter referred to as "GVS", the "Company" or the "Parent Company" and, with its subsidiaries, as the "GVS Group" or simply the "Group") is a company established and domiciled in Italy, with registered offices in Zola Predosa (BO), Via Roma 50, organised according to the law of the Republic of Italy.

GVS is controlled by the company GVS Group S.r.l. (hereinafter the "GVS Group"), which directly holds 60% of the share capital. There is no other entity exercising direction and coordination of the Company. Starting from the 2021 financial year, the ultimate parent is Lighthouse 11 SpA, which directly holds 50.52% of the share capital of the GVS Group.

The GVS Group is one of the world's leading suppliers of advanced filtering solutions for highly critical applications, primarily in the field of Healthcare & Life Sciences.

2. Summary of the accounting standards adopted

2.1 Preparation basis

The Half-Yearly Financial Report at 30 June 2024 has been prepared in accordance with IAS 34, concerning interim reporting. IAS 34 allows for the preparation of financial statements in "condensed" form, i.e. on the basis of a level of disclosure significantly lower than that required for annual financial statements under IFRS, where a complete set of financial statements prepared under IFRS has previously been made available to the public. These condensed interim consolidated financial statements therefore do not include all the information required for the annual financial statements and must be read together with the annual financial statements prepared for the year ended 31 December 2023.

The Group has prepared the financial statements on the assumption that it will continue to operate, believing that there are no real uncertainties that could give rise to significant doubts about this assumption. The directors believe that there is a reasonable expectation that the Group will have adequate resources to continue to operate in the near future and for a period of not less than 12 months from the reference date of the accounting period.

The principal criteria and accounting standards applied in preparation of the condensed interim consolidated financial statements are listed below.

2.2 Declaration of conformity with international accounting standards

The condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards, issued by the International Accounting Standards Board. Adopted by the European Union and endorsed by the European Commission (the "International Accounting Standards") they were in force at 30 June 2024. The term EU-IFRS refers to all "International Financial Reporting Standards", all "International Accounting Standards" (IAS) and all interpretations of the "International Financial Reporting Interpretations Committee" (IFRIC), previously known as the "Standing Interpretations Committee" (SIC).

These condensed interim consolidated financial statements were approved by the Company's Board of Directors on 10 September 2024 and subjected to limited auditing by independent auditor PricewaterhouseCoopers S.p.A.

2.3 General principles of preparation

The condensed interim consolidated financial statements consist of the financial statements obligatorily required under standard IAS 1, and that is, the consolidated statement of financial position, consolidated statement of profit and loss, consolidated comprehensive statement of profit and loss, consolidated statement of changes in equity and statement of cash flows, as well as explanatory notes. The condensed interim consolidated financial statements include the situation as at 30 June 2024 of GVS SpA, the Parent Company, and that of the companies in which GVS SpA holds a controlling interest pursuant to IFRS 10.

The Group chose to represent its statement of profit and loss according to the nature of the expense, while the assets and liabilities in the statement of financial position are divided into current and noncurrent. The statement of cash flows is prepared by the indirect method. The schemes employed are those that best represent the Group's economic and financial standing.

An asset is classified as current when:

  • it may be supposed that the asset will be sold, or is owned for sale or consumption, during the course of the company's regular operating cycle;
  • it is owned primarily for the purpose of sale;
  • it is supposed that it will be sold within twelve months of the end of the year;
  • it consists of liquid assets or cash equivalents (unless it is forbidden to trade it or use it to pay a liability for at least twelve months from the end of the year).

All other assets are classified as non-current. Standard IAS 1 includes tangible assets, intangible assets and long-term financial assets among non-current assets.

A liability is classified as current when:

  • it is expected to be extinguished in the course of the company's regular operating cycle;
  • it is owned primarily for the purpose of sale;
  • it will be extinguished within twelve months of the end of the year;
  • there is no unconditional right to defer payment of the liability for at least twelve months after the end of the year. Clauses of a liability that could, if the counterpart so wishes, give rise to its extinction through issuing of instruments representing capital do not affect its classification.

The company has classified all other liabilities as non-current.

The operating cycle is the amount of time that passes between acquisition of goods for the production process and cashing them in as liquid assets or cash equivalents. When the regular operating cycle is not clearly identifiable, its duration is assumed to be twelve months.

The condensed interim consolidated financial statements are prepared in Euro, the currency in which the Company operates. The statement of financial position, statement of profit and loss, the explanatory notes and the tables illustrating them are expressed in thousands of Euro, unless otherwise specified. The condensed interim consolidated financial statements have been prepared as follows:

  • on the basis of EU-IFRS, taking into account best practice in the field; any future orientations and updated interpretations will be reflected in subsequent years, on the basis of the methods specified in the applicable accounting standards;
  • with a view to business continuity, on an accrual accounting basis, in compliance with the principle of the relevance and significance of the information and the prevalence of substance over form, and with a view to promoting consistency with future presentations. Assets and liabilities, costs and revenues are not compensated against one another unless this is permitted or required under International Accounting Standards;
  • on the basis of the conventional criterion of historical cost, with the exception of assessment of financial assets and liabilities in cases in which it is obligatory to apply the fair value criterion, and for the financial statements of companies operating in economies subject to hyperinflation, which are prepared on the basis of the current cost criterion.

With reference to business continuity, it should be noted that the Group's economic and financial performance as at 30 June 2024, are in line with the initial expectations of the budget. It should also be noted that cash and cash equivalents at 30 June 2024, amounting to Euro 59.2 million, the liquidity invested in term deposits amounting to Euro 75 million, the credit lines currently available and the cash

flows that will be generated by operations, are considered more than sufficient to meet the Group's obligations and finance its operations.

On the basis of the information available at the date of approval of this Financial Report and in consideration of the above, the Directors believe that the going concern assumption with which they have drawn up these consolidated interim financial statements is appropriate.

With regard to the performance in the first half of 2024, please read the Directors' Report on Operations.

2.4 Consolidation criteria and methods

The condensed interim consolidated financial statements include the statement of financial position and the statement of profit and loss of the Company and its subsidiaries, approved by their respective administrative bodies, prepared on the basis of their accounting situations and, where applicable, opportunely corrected to ensure that they conform to EU-IFRS.

The table below lists information on the company name, registered offices, currency of operation, share capital and portion thereof owned directly by the Group for all GVS's subsidiaries.

Percentage of control
Company name Registered offices Curren
cy
Share capital
at 30 June
2024
Direct owner As at 30
June 2024
As at 31
December
2023
YUYao Yibo Medical Device Co. Ltd China - Yuyao CNY 5,420,000 GVS Technology (Suzhou) Co. Ltd. 100.00% 100.00%
GVS Technology (Suzhou) Co. Ltd. China - Suzhou (PRC) CNY 182,658,405 GVS SpA 100.00% 100.00%
Suzhou GVS Trading Co. Ltd. China - Ningbo CNY 250,000 GVS Technology (Suzhou) Co. Ltd. 100.00% 100.00%
GVS Fortune Holding Ltd Hong Kong (PRC) HKD 1 GVS SpA 100.00% 100.00%
GVS North America Inc USA - Sanford (MA) USD Na GVS North America Holdings Inc 100.00% 100.00%
GVS Filtration Inc USA - Findlay (OH) USD 10 GVS North America Holdings Inc 100.00% 100.00%
GVS NA Holdings Inc USA - Sanford (MA) USD 0.10 GVS SpA 100.00% 100.00%
Fenchurch Environmental Group Ltd United Kingdom - Morecambe GBP 1,469 GVS SpA 100.00% 100.00%
GVS Filter Technology UK Ltd United Kingdom - Morecambe GBP 27,000 Fenchurch Environmental Group Ltd 100.00% 100.00%
GVS do Brasil Ltda Brazil - Municipio de Monte
Mor, Campinas
BRL 20,755,226 GVS SpA 99.95% 99.95%
GVS Argentina Sa Argentina - Buenos Aires ARS 1,510,212 GVS SpA 94.12% 94.12%
GVS Filter Technology de Mexico Mexico - Nuevo Leon MXN 50,000 GVS SpA 99.90% 99.90%
GVS Korea Ltd Korea - Seoul KRW 100,000,000 GVS SpA 100.00% 100.00%
GVS Microfiltrazione Srl Romania - Ciorani RON 1,600 GVS SpA 100.00% 100.00%
GVS Japan KK Japan - Tokyo JPY 1,000,000 GVS SpA 100.00% 100.00%
GVS Russia LLC Russia - Moscow RUB 10,000 GVS SpA 100.00% 100.00%
GVS Filtre Teknolojileri Turkey - Istanbul TRY 100,000 GVS SpA 100.00% 100.00%
GVS Puerto Rico LLC Puerto Rico - Fajardo USD Na GVS SpA 100.00% 100.00%
GVS Filtration SDN. BHD. Malaysia - Petaling Jaya MYR 3,000,000 GVS SpA 100.00% 100.00%
GVS Filter India Private Limited India - Mumbai INR 100,000 GVS SpA 100.00% 100.00%
Abretec Group LLC USA - Detroit (MI) USD 14,455,437 GVS North America Holdings Inc 100.00% 100.00%
Goodman Brands LLC USA - Detroit (MI) USD 0 GVS North America Holdings Inc 100.00% 100.00%
RPB Safety LLC USA - Detroit (MI) USD 0 Abretec Group LLC 100.00% 100.00%
RPB Manufacturing LLC USA - Detroit (MI) USD 0 Abretec Group LLC 100.00% 100.00%
RPB IP LLC USA - Detroit (MI) USD 0 Abretec Group LLC 100.00% 100.00%
RPB Safety Ltd New Zealand - Christchurch NZD 1,000 GVS SpA 100.00% 100.00%
GVS Filtration Co., Ltd. Thailand - Bangkok THB 12,000,000 GVS SpA 100.00% 100.00%
Shanghai Transfusion Technology Co. Ltd China - Shanghai (PRC) CNY 86,757,543 GVS Technology (Suzhou) Co. Ltd. 100.00% 100.00%
Suzhou Laishi Transfusion Equipment Co.
Ltd.
China - Suzhou (PRC) CNY 2,271,895 Shanghai Transfusion Technology
Co. Ltd
100.00% 100.00%
GVS Logistics Management (Shanghai) Co.
Ltd
China - Shanghai (PRC) CNY 25,000,000 GVS Technology (Suzhou) Co. Ltd. 100.00% 100.00%
GVS Vietnam Company Limited Vietnam - Ho Chi Minh City VND 449,800,000 GVS SpA 100.00% 100.00%
Haemotronic SpA Italy - Mirandola (MO) EUR 5,040,000 GVS SpA 100.00% 100.00%
Htmex Inc USA - McAllen, Texas USD 2,500,000 Haemotronic SpA 100.00% 100.00%
Haemotronic de Mexico S DE RL DE CV Mexico - Raynosa MXN 29,603 Htmex Inc 100.00% 100.00%
GVS Technology Singapore PTE. LTD. Singapore SGD 500,000 GVS SpA 100.00% ND

Note that as at the date of these condensed interim consolidated financial statements, all companies included in the consolidation area are consolidated using the full consolidation method.

We note that the company, GVS Technology Singapore PTE. LTD. was established in January 2024, therefore the scope of consolidation at 30 June 2024 changed compared to 31 December 2023 due to the entry of this company, which is fully consolidated.

The table below lists the exchange rates used for conversion of the financial statements of companies operating in a currency other than the Euro for the periods indicated:

Currency As at 30 June 2024 As at 31 December 2023 Half-year ended 30 June
2024 (average) 2023 (average)
Brazilian real 5.8915 5.3618 5.4922 5.4826
Argentine peso 975.3883 892.9239 929.0128 229.1777
Chinese renminbi 7.7748 7.8509 7.8011 7.4894
American dollar 1.0705 1.105 1.0813 1.0806
Hong Kong dollar 8.3594 8.6314 8.4540 8.4708
Japanese yen 171.94 156.3300 164.4613 145.7603
Korean won 1,474.86 1,433.6600 1,460.3153 1,400.4349
Russian ruble 91.8260 98.6700 98.1892 83.5820
Turkish lira 35.1868 32.6531 34.2364 21.5662
Mexican peso 19.5654 18.7231 18.5089 19.6456
Romanian ron 4.9773 4.9756 4.9743 4.9341
Indian rupee 91.8260 91.9045 89.9862 88.8442
Malaysian ringitt 5.0501 5.0775 5.1107 4.8188
New Zealand dollar 1.7601 1.7504 1.7752 1.7318
Thai baht 39.3190 37.9730 39.1192 36.9561
Vietnamese dong 27,250 26,808 26,981 25,425
British pound 0.8464 0.86905 0.8546 0.8763
Singapore dollar 1.4513 ND 1.4561 ND

For the criteria used for the definition of subsidiaries and for the conversion of items in foreign currency, as well as for the recording of transactions with minority shareholders, please read the consolidated financial statements ending 31 December 2023.

2.5 Accounting standards and assessment criteria

The accounting standards adopted for the condensed interim consolidated financial statements are the same as those used to prepare the consolidated financial statements ending 31 December 2023, to which reference should be made for further details, with the exception of the following:

  • accounting standards, or amendments to existing accounting standards, effective from 1 January 2024 (see note 3 for more details), and
  • income taxes, recognised on the basis of the best estimate of the weighted average tax rate expected for the entire year, in line with the provisions of IAS 34.

2.6 Seasonality

The market in which the Group operates is not characterised by marked seasonal phenomena that could lead to a certain lack of uniformity in sales and operating costs over the different months. Consequently, the economic results for the first half of the year could represent a proportional share of the entire financial year. Even from a financial point of view, the half-yearly figures should not be significantly affected by seasonal factors.

3. Recently issued accounting standards

a) IFRS accounting standards, amendments and interpretations effective from 1 January 2024

The following IFRS accounting standards, amendments and interpretations were applied for the first time by the Group from 1 January 2024:

  • Amendments to IAS 1 Classification of Liabilities Between Current and Non-Current In January 2020, the IASB published the amendments to IAS 1 - Classification of Liabilities Between Current and Non-Current, which were further amended by the Amendments - Non-Current Liabilities with covenants that were published in October 2022. The Amendments require that an entity's right to defer the discharge of a liability for at least twelve months after the reporting period has substance and exists at the end of the reporting period. The classification of a liability is not affected by the likelihood that the entity exercises the right to defer its extinguishment for at least twelve months after exercise.
  • Amendments to IAS 1 Non-Current Liabilities with Covenants Following the publication of the Amendments to IAS 1 - Classification of Liabilities between Current and Non-Current, the IASB further amended IAS 1 in October 2022. If an entity's right to defer is conditional on the entity complying with certain conditions, those conditions affect the existence of that right at the reporting date, if the entity is required to comply with the condition at or before the reporting date and not if the entity is required to comply with the conditions after reporting.
  • Amendments to IFRS 16 Liability in a Sale and Leaseback (amendments to IFRS 16 Leases) The International Accounting Standards Board (Board) published in 2020 the Exposure Draft titled Lease Liability in a Sale and Leaseback. This document specifies the method used by a seller lessee to initially measure the right of use asset and the liability for the lease arising from a sale and leaseback transaction and the way in which the seller-lessor subsequently measures this liability. In 2021 the Board reviewed the feedback received on the Exposure Draft. At its September 2021 meeting, the Interpretations Committee discussed the project and discussed the direction of the project while considering such feedback. In September 2022, the IASB amended IFRS 16. The amendments add paragraph 102A to IFRS 16. According to this paragraph, the seller-lessee is required to determine the "lease payments" or "revised lease payments" so as not to recognise any amount of profit or loss relating to the right of use retained by the seller-lessee. The paragraph does not prescribe a particular method for achieving this result.
  • Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) On 25 May 2023, the IASB issued Supplier Finance Arrangements amending IAS 7 Cash Flow Statement and IFRS 7 Financial Instruments: Disclosures (the Amendments). These Amendments were made following a request received from IFRIC regarding the requirements for the presentation of liabilities and related cash flows arising from supply chain financing agreements (hereinafter "supplier finance arrangements" or "reverse factoring") and related disclosures. In December 2020, IFRIC published an Agenda decision - Supply Chain Financing Arrangements—Reverse Factoring which responded to this request based on the IFRS provisions in force at the time. During this process, the various stakeholders indicated limitations due to the requirements then existing to respond to important information needs of users in order to understand the effects of reverse factoring on the financial statements of an entity and to compare one entity with another. In response to this feedback, the IASB adopted a draft limited amendment to the standards, which led to the Amendments. The Amendments require entities to provide certain specific information (qualitative and quantitative) relating to supplier finance arrangements. The Amendments also provide guidance on the characteristics of the supplier finance arrangements.

All amendments entered into force on 1 January 2024. The adoption of these amendments had no impact on the Group's condensed interim consolidated financial statements.

b) IFRS accounting standards, amendments and interpretations not yet endorsed by the European Union

As at the reference date of this document, the competent European Union bodies have not yet concluded the approval process required for adoption of the amendments and standards described below.

  • On 30 May 2024, the IASB published the document "Amendments to the Classification and Measurement of Financial Instruments—Amendments to IFRS 9 and IFRS 7″. The document clarifies some problematic issues that emerged from the post-implementation review of IFRS 9, including the accounting treatment of financial assets whose returns vary on the achievement of ESG objectives (i.e. green bonds). In particular, the amendments aim to:
    • o clarify the classification of financial assets with variable returns and linked to environmental, social and corporate governance (ESG) objectives and the criteria to be used for assessment of the SPPI test;
    • o determine that the settlement date of the liabilities through electronic payment systems is the date on which the liability is extinguished. However, an entity may adopt an accounting policy to allow for the accounting elimination of a financial liability before delivering cash at settlement date under certain specific conditions.

With these amendments, the IASB has also introduced additional disclosure requirements relating in particular to investments in equity instruments designated to FVOCI.

The amendments will apply as from the financial statements of the financial years starting on or after 1 January 2026.

  • On 9 May 2024, the IASB published a new standard "IFRS 19 Subsidiaries without Public Accountability: Disclosures"; The new standard introduces certain simplifications in relation to the disclosure required by other IAS-IFRS standards. This standard may be applied by an entity that meets the following key criteria:
    • o it is a subsidiary;
    • o has not issued capital or debt instruments listed on a market and is not in the process of issuing them;
    • o has its own parent company that prepares consolidated financial statements in accordance with IFRS.

The new standard will enter into force on 1 January 2027, but early application is permitted.

  • On 9 April 2024, the IASB published a new standard "IFRS 18 Presentation and Disclosure in Financial Statements" which will replace IAS 1 Presentation of Financial Statements. The new standard aims to improve the presentation of the main financial statements and introduces significant amendments to the income statement. In particular, the new standard requires:
    • o classify revenues and costs into three new categories (operating section, investment section and financial section), in addition to the categories of taxes and discontinued activities already present in the profit and loss account;
    • o present two new sub-totals, the operating result and the result before interest and taxes (i.e. EBIT).

The new standard also:

  • requires more information on performance indicators defined by management;
  • introduces new criteria for the aggregation and breakdown of information; and,
  • introduces a number of changes to the cash flow statement, including a request to use the operating result as a starting point for the presentation of the cash flow statement prepared using the indirect method and the elimination of some options for classifying certain existing items (such as interest paid, interest received, dividends paid and dividends received).

The new standard will enter into force on 1 January 2027, but early application is permitted.

• On 15 August 2023, the IASB published an amendment entitled "Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability". The document requires an entity to apply a methodology to be applied consistently in order to verify whether one currency can be converted into another and, where this is not possible, how to determine the exchange rate to be used and the disclosure to be provided in the notes.

The amendment will apply from 1 January 2025, but earlier application is permitted.

• On 30 January 2014, the IASB published IFRS 14 – Regulatory Deferral Accounts which allows only those adopting IFRS for the first time to continue to recognise the amounts relating to assets subject to regulated tariffs ("Rate Regulation Activities") according to the previous accounting standards adopted.

As the GVS Group is not a first-time adopter, this standard does not apply to it.

No significant effects on the consolidated financial statements of the GVS Group are expected from the adoption of the above amendments.

4. Estimates and assumptions

Preparation of financial statements requires directors to apply accounting standards and methods which, in certain circumstances, are based on difficult and subjective measurements and estimates which are based on historical experience and on assumptions which may or may not be considered reasonable and realistic, depending their circumstances.

Application of these estimates and assumptions influences the amounts appearing in the accounts in the financial statements, such as the statement of financial position, the income statement, the overall income statement, the financial report and the explanatory information supplied. The final results of items in the financial statements determined on the basis of estimates and assumptions may differ, in some cases significantly, from those appearing in financial statements which report the effects of the occurrence of the event estimated, due to the uncertainty characteristic of assumptions and the conditions on which estimates are based.

For a more detailed description of the valuation processes relevant to the Group, please read the corresponding section of the Consolidated Financial Statements for the year ended 31 December 2023.

5. Management of financial risk

In the area of business risk, the principal risks identified, monitored and, to the extent specified below, actively managed by the Group are as follows:

  • market risk, deriving from oscillating exchange rates between the Euro and the other currencies in which the Group operates, and of interest rates;
  • credit risk, deriving from the possibility of counterparts defaulting;
  • liquidity risk, deriving from insufficiency of financial resources to fulfil financial commitments.

The Group's goal is to maintain balanced management of its financial exposure over the years in order to guarantee a debt structure that is balanced with the composition of the company's assets and capable of guaranteeing the necessary flexibility in operations through use of liquidity generated by current operations and resort to bank loans.

The capacity of characteristic management to generate liquidity and the capacity for indebtedness allow the Group to adequately satisfy the requirements of its operations and financing of operative working capital and investment capital, and to fulfil its financial obligations.

The Group's financial policy and management of financial risk are guided and monitored at the central level. In particular, the central finance function assesses and approves provisional financial requirements, monitors trends and applies appropriate corrective actions where necessary.

In relation to the wars in Ukraine and in the Middle East, the Company monitors the geopolitical context and the situation in these countries on a daily basis to assess the potential direct and indirect effects in future, both in terms of strengthening the inflation dynamics in the supply markets of raw materials and energy costs, and in terms of sales reduction in the affected areas. Currently, the Group's direct exposure to the areas concerned is marginal.

The following note supplies qualitative information on the impact of these risks on the Group.

5.1 Market risk

Exchange rate risk

Exposure to exchange rate risk is a result of the Group's commercial activities conducted in currencies other than the Euro. Revenues and costs in foreign currency may be influenced by exchange rate fluctuation with an impact on sales margins (economic risk), just as trade payables and receivables in foreign currency may be affected by the exchange rate used, with an impact on economic results (transaction risk). Finally, fluctuating exchange rates also have an impact on consolidated profit or loss and on shareholders' equity, because the financial statements of a number of Group companies are prepared in currencies other than the Euro and then converted (translation risk).

The Group has not entered into any contracts hedging exchange rate fluctuations during the month of July 2024.

Interest rate risk

The Group uses external financial resources in the form of debts and, where considered appropriate, invests available liquidity in money market instruments. Variations in interest rates influence the cost and yield of various forms of financing and investment, and therefore have an impact on the level of consolidated net financial costs. The Group is exposed to the risk of interest rate fluctuations, in view of the fact that some of its debts have variable interest rates. The Group's policy aims to limit/eliminate the risk of interest rate fluctuation by subscribing contracts hedging the risk of interest rate variation.

5.2 Credit risk

The Group deals with exposure to the credit risk inherent in the possibility of insolvency (defaulting) and/or deterioration of the creditworthiness of its customers through instruments for assessing each individual counterpart through a dedicated organisational structure equipped with adequate tools for constant daily monitoring of customers' behaviour and creditworthiness.

The Group is currently structured to implement a process of ongoing monitoring of credits, modulated with different degrees of reminders, varying on the basis of specific knowledge of the customer and of the number of days by which payment is delayed, in order to optimise working capital and minimise this form of risk.

5.3 Liquidity risk

Liquidity risk represents the possibility of the Group becoming incapable of obtaining the financial resources necessary to guarantee current operations and fulfilment of obligations falling due, or that these resources might be available only at a high cost.

In order to mitigate this risk, the Group: (i) periodically determines forecast financial requirements on the basis of the operative needs, in order to act promptly to obtain any additional resources that may be necessary, (ii) performs all actions required to obtain such resources, (iii) ensures adequate composition in terms of due dates, instruments and degree of availability.

The Group believes the lines of credit currently available, combined with the cash flows generated by current operations, to be sufficient to meet financial requirements for and repayment of loans on their due dates.

5.4 Capital management

The Group's capital management aims to guarantee a solid credit rating and appropriate levels of capital indicators to support the Group's investment plans and fulfil contractual commitments to financial backers.

The Group has the capital necessary to finance its requirements for growth of its business lines and for its operations; sources of financing represent a balanced mix of risk capital and debt capital, in order to guarantee a balanced financial structure and minimise the total cost of capital, benefiting all stakeholders.

Remuneration of risk capital is monitored on the basis of market trends and business performance, once all other obligations, such as service of the Group's debt, have been fulfilled; in order to ensure adequate remuneration of capital, safeguarding of business continuity and growth of lines of business, the Group constantly monitors the evolution of its level of indebtedness in relation to shareholders' equity, business trends, and forecast short, medium and long-term cash flows.

5.5 Categories of financial assets and liabilities and information on fair value

Categories of financial assets and liabilities

The tables below break down financial assets and liabilities by category according to IFRS 9 at 30 June 2024 and 31 December 2023.

Book value
(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
FINANCIAL ASSETS:
Financial assets measured at amortised cost:
Non-current financial assets 3,104 3,502
Other receivables and non-current assets - 3,037
Trade receivables 59,429 54,114
Other receivables and current assets 8,272 10,458
Current financial assets 75,824 168
Cash and cash equivalents 59,203 191,473
205,832 262,752
Financial assets measured at fair value entered in the income statement:
Non-current financial assets 29 29
Current financial assets 2,817 2,317
2,846 2,345
Derivative financial instruments 4,049 4,829
TOTAL FINANCIAL ASSETS 212,727 269,926
Book value
(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
FINANCIAL LIABILITIES:
Financial liabilities measured at amortised cost:
Non-current financial liabilities 304,037 351,337
Non-current leasing liabilities 13,586 13,164
Current financial liabilities 105,198 107,729
Current leasing liabilities 7,234 7,384
Trade payables 44,587 38,452
Other current payables and liabilities 27,009 25,003
501,651 543,069
Financial liabilities measured at fair value entered in the income statement:
Debt for the purchase of equity investments and non-current earn out 7,905 24,677
Debt for the purchase of equity investments and current earn out 19,026
26,931
18,342
43,019
TOTAL FINANCIAL LIABILITIES 528,582 586,088

In view of the nature of short-term financial assets and liabilities, the book value of the majority of these items is considered to represent a reasonable approximation of fair value.

Non-current financial assets and liabilities are regulated or measured at market rates, and their fair value is therefore considered to be substantially in line with their current book value.

Information on fair value

IFRS 13 requires the value of assets and liabilities measured at fair value in the company's financial position to be classified on the basis of a hierarchy of levels reflecting the significance of the input used to determine fair value. The fair value of financial instruments is classified on the basis of the following hierarchic levels:

  • Level 1: fair value determined with reference to listed prices (not adjusted) on active markets for identical financial instruments. In Level 1 the emphasis is therefore placed on determination of the following elements: (a) the principal market for the asset or liability, or, in the absence of a principal market, the most advantageous market for the asset or liability; (b) the possibility of the entity conducting a transaction in the asset or liability at the price in effect on that market as at the measurement date.
  • Level 2: fair value determined with reference to assessment techniques referring to variables that may be observed on active markets. The input for this level includes: (a) prices listed for similar assets or liabilities in active markets; (b) prices listed for identical or similar assets or liabilities in inactive markets; (c) figures other than the listed prices that may be observed for the assets or liabilities, such as interest rates or yield curves which may be observed at commonly listed intervals, implicit volatility, credit spread, or input conformed by the market.
  • Level 3: fair value determined on the basis of assessment techniques referring to market variables that cannot be observed.

The tables below list financial assets and liabilities measured at fair value, divided on the basis of their levels in the hierarchy at 30 June 2024 and 31 December 2023:

As at 30 June 2024
(in thousands of Euro) Level 1 Level 2 Level 3
Non-current financial assets - - 29
Current financial assets - 2,817 -
Non-current derivative financial instruments - 4,049 -
Total assets measured at fair value - 6,866 29
(in thousands of Euro) As at 30 June 2024
Level 2 Level 3
Liabilities for the purchase of equity investments and non-current earn out - - 7,905
Liabilities for the purchase of equity investments and current earn out - - 19,026
Total liabilities measured at fair value - - 26,931
As at 31 December 2023
(in thousands of Euro) Level 1 Level 2 Level 3
Non-current financial assets - - 29
Current financial assets - 2,317 -
Non-current derivative financial instruments - 4,829 -
Total assets measured at fair value - 7,146 29

(in thousands of Euro) As at 31 December 2023
Level 2 Level 3
Liabilities for the purchase of equity investments and current earn out - - 24,677
Liabilities for the purchase of equity investments and non-current earn out - - 18,342
Total liabilities measured at fair value - - 43,019

There have been no transfers among different levels in the fair value hierarchy in the financial years under consideration here.

6. Information on operating segments

Information on operating segments has been prepared on the basis of IFRS 8 "Operating segments" (hereinafter "IFRS 8"), which requires the information to be presented consistently with the methods adopted by the directors in making operative decisions.

The Group bases its management on a matrix structure divided by product line, distribution channel and geographic area, an organisation which identifies a unified strategic vision of the business in a synthetic view. This structure is reflected in the way in which management monitors and strategically guides the Group's activities. Top management reviews the Group's economic performance as a whole, so individual operating segments may not be identified. The Group's activity has therefore been represented as a single segment for the purposes of reporting under IFRS 8.

Details of revenues from contracts with customers by product line, distribution channel and geographic area appear in note 8.1.

7. Notes to the consolidated statement of assets and liabilities

7.1 Intangible assets

The table below reports the composition of, and movement in, intangible assets in the half-year ending 30 June 2024.

(in thousands of Euro) Development
costs
Goodwill Customer
relationship
Technology Industrial
patent
rights and
rights to use
intellectual
property
Concessions,
licenses,
trademarks,
and similar
rights
Other
fixed
assets
Fixed
assets in
progress
Total
Historical cost as at 31 December 2023 22,214 242,759 203,182 26,308 12,670 32,870 3,532 1,184 544,719
Investments 3,407 - - - 14 110 - 609 4,141
Reclassification 46 - - - 26 129 - 368 569
Conversion reserves 479 3,064 3,285 727 306 555 90 47 8,554
Historical cost at the end of the period 26,146 245,823 206,467 27,035 13,017 33,665 3,622 2,208 557,983
Provision for amortisation and depreciation as at 31 December 2023 (11,186) - (36,539) (3,398) (9,046) (9,522) (3,327) - (73,018)
Amortisation and depreciation (1,791) - (6,069) (794) (535) (693) (15) (9,898)
Reclassification - - - - (138) 135 (3)
Conversion reserves (291) (951) (94) (200) (81) (113) (1,731)
Depreciation fund at the end of the period (13,268) - (43,560) (4,287) (9,781) (10,434) (3,321) - (84,650)
Net book value as at 31 December 2023 11,028 242,759 166,643 22,910 3,624 23,348 205 1,184 471,701
Net book value at the end of the period 12,878 245,823 162,907 22,749 3,236 23,230 301 2,208 473,333

Intangible assets with a defined useful lifespan

Customer relationship reflects the value of business relations measured following allocation of the consideration paid for the takeover of KUSS, RPB, STT and Haemotronic.

Patent rights primarily reflect the value measured at the time of allocation of the consideration paid for the KUSS takeover, in addition to filing of new patent applications.

The technology refers exclusively to what is valued in the allocation of the consideration paid for the acquisition of RPB and STT.

The trademarks refer mainly to what is valued in the allocation of the consideration paid for the acquisitions of RPB and STT.

Concessions, licences and similar rights represent the purchase and customisation of industrial management and programming software.

Investment in intangible assets in the half-year ending 30 June 2024, amounting to Euro 4,141 thousand, was primarily attributable to the cost of development and fixed assets in progress and reflects amounts paid for development of new products and the corresponding production processes.

The "Reclassification" line also includes a reclassification from tangible fixed assets to intangible fixed assets.

At 30 June 2024, the Group had not found any indicators of impairment of intangible assets.

Intangible assets with an indefinite useful lifespan

Goodwill

At 30 June 2024 the value of goodwill, amounting to Euro 245,823 thousand (Euro 242,759 thousand at 31 December 2023), mainly refers to the acquisition of the STT Groups, Haemotronic, KUSS and RPB, as well as other previous business combinations. The change in the period is attributable to the exchange rate effect of Euro 3,064 thousand.

In accordance with the requirements of IAS 36, the Group verified the absence of impairment indicators at 30 June 2024 with reference to goodwill recognised in intangible assets. In particular, the Group has not found any indicators of impairment in view of: (i) economic and financial performance in line with budget forecasts; (ii) medium/long-term growth rates in line with those determined in previous estimates; (iii) no interruptions or slowdowns in its operations that had a noteworthy impact on its economic or financial performance; (iv) investment forecasts unchanged, in terms of overall values, with respect to what was planned and (v) no changes in its business model.

Furthermore, it is believed that the change in interest rates which characterised the last financial year and the first half of 2024 is not such as to lead to a significant increase in the discount rate used and to significantly reduce the recoverable value of goodwill.

At the reporting date of these condensed interim consolidated financial statements, based on what is described in the previous paragraph, the Group's management did not find any elements that could change the results obtained with reference to the impairment test carried out at 31 December 2023, consequently confirming the results also as at 30 June 2024.

The main assumptions used to determine the recoverable value, as well as the outcome of the impairment test carried out at 31 December 2023, are illustrated in the Consolidated Financial Statements for the year ended 31 December 2023, to which reference should be made.

7.2 Assets represented by usage rights and current and non-current leasing liabilities

The principal items of capital information regarding the Group's leasing contracts, primarily as tenant, appear in the table below.

(in thousands of Euro) As at 30 June 2024 As at 31 December
2023
Net book value of right of use assets (real estate) 16,401 15,324
Net book value of right of use assets (automobiles) 1,356 1,266
Net book value of right of use assets (machinery) 3,710 3,617
Total net book value of right of use assets 21,466 20,207
Current leasing liabilities 7,234 7,384
Non-current leasing liabilities 13,586 13,164
Total leasing liabilities 20,820 20,548

The table below shows the principal economic and financial information on the Group's leasing contracts.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Amortisation of right of use assets (real estate) 3,031 2,260
Amortisation of right of use assets (automobiles) 401
Amortisation of right of use assets (machinery) 281 224
Total amortisation of right of use assets 3,713 2,827
Interest payable on leases 299 226
Total outgoing cash flows due to leasing 4,892 3,504

The assets represented by usage rights relating to buildings mainly relate to the leasing of five production sites in North America, the production sites in Italy, production plants in Mexico, Romania and Brazil and various buildings used for production in the United Kingdom.

The right of use assets recorded for the half-year ended 30 June 2024 mainly relate to the renewal of lease agreements for buildings used in production plants and warehouses, located in Italy and Romania.

As at 30 June 2024, the Group had not identified any indicators of lasting impairment of assets corresponding to usage rights.

7.3 Tangible assets

The table below shows the breakdown and movements of tangible assets in the years ending 30 June 2024.

(in thousands of Euro) Land
and
buildings
Plant
and
machinery
Industrial
and
commercial
equipment
Other
assets
Improvements
on third party
assets
Tangible
assets in
progress
and
advances
Total
Historical cost as at 31 December 2023 26,528 155,265 84,786 15,414 14,112 24,329 320,434
Investments (0) 1,019 156 675 61 13,162 15,073
Disposal - (502) (246) (265) - - (1,013)
Reclassification 3,305 4,676 2,289 46 286 (11,171) (569)
Write-downs - - - - - (24) (24)
Conversion reserves 786 (50) (64) (5) (575) 73 165
Historical cost at the end of the period 30,619 160,408 86,921 15,865 13,883 26,369 334,065
Provision for amortisation and depreciation as at 31 December 2023 (1,656) (112,522) (63,861) (12,559) (6,951) - (197,550)
Amortisation and depreciation (512) (4,047) (2,608) (521) (551) - (8,239)
Disposal - 461 244 167 - - 873
Reclassification - (67) 10 86 (26) - 3
Conversion reserves (544) (110) 29 (18) 465 - (179)
Depreciation fund at the end of the period (2,712) (116,284) (66,186) (12,846) (7,063) - (205,091)
Net book value as at 31 December 2023 24,872 42,743 20,925 2,855 7,161 24,329 122,884
Net book value at the end of the period 27,907 44,124 20,735 3,019 6,820 26,369 128,974

Tangible assets refer primarily to capital goods, such as plant, machinery, moulds and equipment used in the production process.

Investments in property, plant and equipment for the six months ended 30 June 2024, amounting to Euro 15,073 thousand, were mainly attributable to the strengthening of the production capacity and the construction of the new Suzhou production plant in China, the latter amounting to Euro 4,594 thousand. The net value of investments in tangible assets in progress at 30 June 2024 includes investment in the construction of this new production plant in China, which is expected to be completed during 2025.

In the period in question, write-downs of tangible fixed assets were recorded for Euro 24 thousand, for which the long-term usefulness of these investments is no longer recognised.

As at 30 June 2024, there were no real estate assets or capital goods burdened by any kind of guarantee provided to a third party.

7.4 Deferred tax assets and deferred tax liabilities

Deferred tax assets, amounting to Euro 1,176 thousand at 30 June 2024 (Euro 2,852 thousand at 31 December 2023), include the tax charge corresponding to temporary differences arising between pretax result and taxable profit in relation to deferred deductibility items. The allocation of deferred tax assets was made by assessing the existence of the conditions for the recoverability of these assets in future on the basis of expected results.

Deferred tax liabilities at 30 June 2024 totalled Euro 34,338 thousand (Euro 35,447 thousand at 31 December 2023) and refer to temporary differences arising between the result for the period and taxable profit in relation to deferred deductibility items.

7.5 Financial assets (current and non-current)

The table below reports details of current and non-current financial assets as at 30 June 2024 and 31 December 2023.

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
Security deposits 3,104 3,082
Loans - 420
Capital instruments 29 29
Non-current financial assets 3,133 3,531
Investment funds 2,817 2,317
Term deposits 75,745 -
Current leasing assets 79 168
Current financial assets 78,641 2,484
Total financial assets 81,774 6,015

Security deposits, classified as financial assets measured at amortised cost: on the basis of IFRS 9, represent a down-payment on an investment and for sums paid under existing leasing agreements.

Leasing assets refer to a sub-leasing contract assessed as a financial asset on the basis of the requirements of IFRS 16. The sub-lease, identified under a contract with a customer, regards a portion of a production site in North America.

Investment funds, classified as financial assets measured at fair value entered in the income statement on the basis of IFRS 9, mainly represent excess liquidity invested in unlisted securities representing investment funds, primarily linked with the course of interbank interest rates on the Brazilian market.

The item loans, at 31 December 2023, is attributable to a loan granted by subsidiary Htmex Inc. to a counterpart outside the Group. This loan was collected in full during the half-year under review.

Time deposits as at 30 June 2024 refer to sums deposited by the Parent Company in bank current accounts with a maturity of more than 3 months, including the related interest accrual.

7.6 Non-current derivative financial instruments

Non-current active financial derivatives amount to Euro 4,049 thousand (Euro 4,829 thousand at 31 December 2023).

The balance of this item is entirely the result of the positive fair value of five IRS (Interest rate Swap) derivative contracts hedging the risk of changes in interest rates of contracts entered into with Unicredit and Mediobanca during 2020 and the syndicated loan taken out with Unicredit, Mediobanca and Credit Agricole in 2021. The derivative financial instruments, having individually an original notional amount equal to the nominal value of the hedged items, guarantee a fixed interest rate for the entire duration of the loans covered.

In accordance with the provisions of IFRS 9, the derivatives contracts were designated as a financial instrument hedging interest rates. Consequently, the changes in the fair value of the derivatives were accounted for in a specific equity reserve, with an impact on the comprehensive income statement.

7.7 Inventories

The table below reports details of inventories as at 31 December 2023 and 30 June 2024.

(in thousands of Euro) As at 30 June 2024 As at 31 December
2023
Finished products and goods 37,173 37,105
Raw materials, subsidiary materials and consumables 43,338 43,065
Products in progress and semi-products 13,766 10,722
Spare parts 3,166 2,938
Gross inventories 97,444 93,831
Provision for write-down of inventory (7,124) (6,474)
Provision for write-downs of spare parts (2,706) (2,548)
Inventories 87,614 84,808

The provision for write-down of inventories and spare parts increased during the period as a result of the provision and exchange rate effect amounting to Euro 770 thousand and Euro 213 thousand respectively, net of uses amounting to Euro 175 thousand.

7.8 Trade receivables

The table below reports details of trade receivables as at 30 June 2024 and 31 December 2023.

(in thousands of Euro) As at 30 June 2024 As at 31 December
2023
Trade receivables from customers 63,846 58,108
Trade receivables from related parties 166 92
Trade receivables (gross) 64,012 58,200
Provision for write-down of trade receivables (4,583) (4,086)
Trade receivables 59,429 54,114

The book value of trade receivables is considered to approximate their fair value. Towards the end of the half-year, the Group availed itself of the instrument of transferring a portion of its trade receivables through factoring without recourse transactions. At 30 June 2024, the amount of trade receivables through non-recourse factoring, for which derecognition of the relative receivables was carried out, amounted to Euro 13,718 thousand (Euro 15,094 thousand at 31 December 2023).

The table below reports movements in the provision for write-down of trade receivables in the half-year ending 30 June 2024.

(in thousands of Euro) Provision for write-down of trade
receivables
As at 31 December 2023 4,086
Net provisions 520
Use (75)
Conversion reserves 52
As at 30 June 2024 4,583

Net provisions to the provision for write-down of receivables appear in the income statement under the item net write-downs of financial assets (see note 8.7).

7.9 Assets and liabilities deriving from contracts with customers

Assets from contracts with customers, amounting to Euro 929 thousand at 30 June 2024 (Euro 964 thousand at 31 December 2023), primarily represented the right to obtain a consideration for goods transferred to customers in relation to the production of moulds and equipment.

Liabilities from contracts with customers, worth Euro 5,435 thousand at 30 June 2024 (Euro 6,029 thousand at 31 December 2023) primarily represent advances received from customers for contractual obligations not yet met.

Assets and liabilities from contracts with customers are shown net in the statement of assets and liabilities if they refer to the same contractual obligation to the same customer. The table below shows the gross amount of assets and liabilities from contracts with customers, and how they are compensated, as at 30 June 2024 and 31 December 2023.

(in thousands of Euro) As at 30 June
2024
As at 31
December 2023
Gross assets from contracts with customers 1,067 1,577
Compensation with liabilities from contracts with customers (138) (613)
Assets from contracts with customers 929 964
Gross liabilities from contracts with customers 5,573 6,642
Compensation with assets from contracts with customers (138) (613)
Liabilities from contracts with customers 5,435 6,029

7.10 Current tax receivables and payables

Current tax receivables at 30 June 2024 amounted to Euro 14,387 thousand (Euro 7,486 thousand at 31 December 2023).

Current tax payables at 30 June 2024 amounted to Euro 9,383 thousand (Euro 8,130 thousand at 31 December 2023).

The changes in the net balances of the assets and liabilities in question for the six months ended 30 June 2024 mainly concern the allocation of current income taxes of Euro 6,267 thousand and payments and advances of Euro 7,199 thousand respectively. It should be noted that during the period, GVS SpA's income tax receivables were increased by Euro 2,942 thousand as a result of the tax benefit recognised for the Patent Box; for further information, please see the following paragraph on taxes.

7.11 Other receivables and assets (current and non-current)

Other receivables and non-current assets, at 31 December 2023 amounting to Euro 3,037 thousand, refer exclusively to the indemnity recognised at the acquisition date from the seller of Haemotronic SpA and its subsidiaries group, to cover specific risks pertaining to the group acquired in 2022. In the first half of the current year, this receivable was collected and offset for a total of Euro 1,859 thousand and, following the downsizing of the indemnity obtained from the seller of the Haemotronic Group, a cost of Euro 1,137 thousand was recognised, in line with the change in the provision for risks present in the financial statements, the release of which entailed income of the same amount in the item other income in the income statement.

The table below reports details of other receivables and current assets as at 30 June 2024 and 31 December 2023.

(in thousands of Euro) As at 31 December
As at 30 June 2024 2023

Advances and instalments 1,095 619
Tax receivables 5,679 8,219
Prepaid expenses 3,636 1,676
Receivables from government agencies 1,811 1,525
Receivable from employees 241 129
Other receivables 541 585
Other receivables and current assets 13,003 12,753

Advances and instalments primarily represent sums paid for supplies yet to be received and commitments to honour.

Tax receivables primarily represent VAT credits with internal revenue.

Receivables from government agencies mainly refer to receivables for contributions to be collected, related to specific projects developed by the Group and for which specific contributions have been approved.

The slight increase in other current assets at 30 June 2024 compared with 31 December 2023 is mainly attributable to prepaid expenses (an increase due to the fact that this is an interim situation), receivables from government agencies, advances and instalments, net of the reduction in tax receivables for indirect taxes.

7.12 Cash and cash equivalents

The table below reports details of cash on hand as at 30 June 2024 and 31 December 2023.

(in thousands of Euro) As at 30 June 2024 As at 31 December
2023
Bank and postal accounts 59,190 191,454
Cash and cash equivalents on hand 13 19
Cash on hand and cash equivalents 59,203 191,473

As at 30 June 2024, cash on hand was not subject to any restrictions or limitations.

The financial report shows variations in cash on hand during the periods under examination.

7.13 Shareholders' equity

The table below reports details of shareholders' equity as at 30 June 2024 and 31 December 2023.

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
Share capital 1,750 1,750
Share premium reserve 92,770 92,770
Legal reserve 350 350
Extraordinary reserve 55,199 64,903
Translation reserve (4,068) (7,676)
Negative reserve for treasury shares (2,721) (2,524)
Actuarial profits and losses reserve 244 244
Profit (loss) carried over and other reserves 194,846 170,987
Net income 19,016 13,647
Shareholders' equity attributable to non-controlling interests 23 27
Total shareholders' equity 357,409 334,478

The statement of variations in consolidated shareholders' equity appears in the note on this topic.

Movements in shareholders' equity in the period ending 30 June 2024 pertained to:

  • entry of the consolidated comprehensive annual net profit for the period, amounting to Euro 22,027 thousand;
  • the purchase of treasury shares for Euro 154 thousand;
  • the increase in reserves following the new long-term incentives plan for Euro 1,058 thousand.

Share capital

As at 30 June 2024, the Company's fully subscribed and paid-up share capital was Euro 1,750 thousand, divided into 175,000,000 ordinary shares with no par value.

Translation reserve

The translation reserve includes all differences resulting from translation into Euro of the financial statements of subsidiaries included in the consolidation perimeter expressed in foreign currency.

Negative reserve for treasury shares

The treasury shares reserve refers to the purchase of 267,074 treasury shares representing a total stake of 0.15% in the Company's share capital.

Actuarial profits and losses reserve

The actuarial profits and losses reserve includes profits and losses deriving from changes to the actuarial hypotheses in relation to defined benefit plans.

Cash flow hedge reserve

At 30 June 2024, this item amounted to a positive Euro 4.049 thousand and was related to interest rate hedging contracts entered into to specifically hedge variable rate loan agreements.

Reserve from first adoption of EU-IFRS

The reserve for first adoption of EU-IFRS, included among other reserves, has a negative balance of Euro 1,532 thousand, and represents the effects of conversion from Italian accounting standards to EU-IFRS standards.

7.14 Liabilities for the purchase of equity investments and current and non-current earn out

The total amount of this item, as at 30 June 2024, amounted to Euro 26,931 thousand and refers to the variable component of the price defined in the business combination in relation to the Haemotronic and STT groups. The change in the period mainly relates to the payment of the first earn out made to the seller of the Haemotronic group, amounting to Euro 19,000 thousand. These payables were discounted upon initial recognition.

7.15 Financial liabilities (current and non-current)

The table below reports details of current and non-current financial liabilities as at 30 June 2024 and 31 December 2023.

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023

Current
portion
Non-current
portion
Current
portion
Non-current
portion
2014 Bond Loan - - 4,525 -
2017 Bond Loan 7,999 - 7,993 -
Total bonded loans 7,999 - 12,518 -
Mediobanca loan (2020) 4,437 2,218 4,437 4,437
Unicredit loan (2020) 4,007 2,006 4,002 4,012
Club Deal loan (2021) 33,698 71,140 29,944 89,832
Club Deal loan (2022) 45,837 148,969 45,818 171,818
Valsabbina loan (Haemotronic) 375 750 375 938
Credem loans (Haemotronic) 602 - 601 301
BPM loans (Haemotronic) 629 - 1,258 -
BPER loan (Haemotronic) 532 2,372 530 2,638
Intesa loans (Haemotronic) 1,145 752 1,102 1,304
Banco Popolare loan (Haemotronic) 578 145 577 435
Commercial lines of credit 29 - 7 -
Accrued payables 2,052 - 2,583 -
Total financial payables to banks 93,921 228,353 91,233 275,714
GVS Group Srl loan 2,586 75,000 1,531 75,000
Subsidised loan Horizon call for tenders 243 273 228 395
Loans under special terms Invitalia 45 204 45 227
Loan under special terms Invitalia 2024 - 208 - -
Financial payables to factoring companies 403 - 2,174 -
Total other financial liabilities 3,277 75,685 3,978 75,622
Total financial liabilities 105,198 304,037 107,729 351,337

During the half-year ended 30 June 2024, GVS SpA obtained from the Ministry of Enterprise and Made in Italy subsidised financing of Euro 208 thousand relating to the first progress of work on the Sustainable Growth Fund – Ministerial Decree innovation agreement of 31/12/2021. The loan was granted at a rate of 0.93% on an annual basis, with a grace period of 2 years, half-yearly instalments and maturity of 30 June 2034.

Since there have been no material changes in the description of the main items making up the Group's financial liabilities as at 30 June 2024, please read the relevant notes to the consolidated financial statements as at 31 December 2023.

The financial parameters envisaged in the outstanding loan contracts were met on 30 June 2024.

The table below reports, for the half-year under examination, variations in financial liabilities resulting from cash flows generated and/or absorbed by financing, and deriving from non-monetary elements, as required by IAS 7.

(in thousands of Euro) At 1
January
2023
Opening Reclassification Repayment Variation
in accrued
payables on
interest
Amortisation
cost
(Profits)
losses on
exchanges
As at 30
June 2024
Non-current financial liabilities 351,337 208 (47,258) - - - (250) 304,037
Current financial liabilities 107,729 - 47,258 (50,557) 523 245 - 105,198
Total financial liabilities 459,066 208 - (50,557) 523 245 (250) 409,235

7.16 Net financial indebtedness and net financial position

In accordance with the requirements of the CONSOB communication of 28 July 2006 and in compliance with ESMA guidelines of 4 March 2021 (ESMA32-382-1138), the net financial debt of the GVS Group at 30 June 2024 compared with the closing of the previous year is reported.

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
(A) Cash and cash equivalents 59,203 191,473
(B) Cash equivalents - -
Term deposits 75,745 -
Financial assets held for trading 2,817 2,317
Financial lease receivables 79 168
(C) Other current financial assets 78,641 2,485
(D) Liquidity (A)+(B)+(C) 137,844 193,958
Financial payables to parent companies 2,586 1,531
Financial lease liabilities to other companies in the GVS Group 1,766 1,475
Financial lease liabilities 5,468 5,909
Other financial liabilities 19,717 20,789
(E) Current financial indebtedness 29,537 29,704
(F) Current portion of non-current indebtedness 101,921 103,751
(G) Current financial indebtedness (E)+(F) 131,458 133,455
(H) Net current financial indebtedness (G)-(D) 6,386 60,503
Non-current bank borrowings 228,352 275,715
Other financial liabilities 8,590 25,299
Other financial liabilities to GVS Group 75,000 75,000
Financial lease liabilities to other companies in the GVS Group 1,748 1,430
Non-current financial lease liabilities 11,838 11,734
(I) Non-current financial indebtedness 325,529 389,178
Passive derivative financial instruments - -
(J) Debt instruments - -
(K) Trade payables and other non-current payables - -
(L) Non-current financial indebtedness (I)+(J)+(K) 325,529 389,178
(M) Total net financial indebtedness (H)-(L) (319,143) (328,675)

For further details on the composition of the items in the table, see Notes 7.5, 7.12, 7.14 and 7.15.

The Group's net financial position (including non-current active derivatives and non-current active loans, and excluding net current and non-current leasing liabilities recorded in accordance with the provisions of IFRS 16) amount to negative Euro 294,353 thousand at 30 June 2024 and Euro 303,046 thousand at 31 December 2023.

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
(M) Total net financial indebtedness (319,143) (328,675)
Non-current active derivative financial instruments 4,049 4,829
Long-term financial receivables - 420
Financial lease liabilities (net) 20,741 20,380
Total net financial position (294,353) (303,046)

The following table shows the adjusted net financial indebtedness:

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
(M) Total net financial indebtedness (319,143) (328,675)
GVS Group loan (including interest) 77,586 76,531
Total adjusted net financial indebtedness (241,557) (252,144)

Adjusted net financial indebtedness was calculated by excluding from financial payables the amount of Euro 77,586 thousand, amounting to the shareholder loan received from GVS Group S.r.l. (Euro 75,000 thousand), in line with the definition of net financial indebtedness in existing loan agreements as regards the method of calculating financial covenants.

7.17 Provisions for employee benefits

As at 30 June 2024 and 31 December 2023, provisions for employee benefits represented termination indemnity allocated for employees and end of service indemnity allocated for directors.

7.18 Provisions for risks and charges

The table below shows the movements of provisions for risks and charges in the half-year ending 30 June 2024.

(in thousands of Euro) Provisions for risks and charges
Balance as at 31 December 2023 8,529
Allocation 745
Release (1,137)
Uses/offsets (2,512)
Conversion reserves 31
Balance at 30 June 2024 5,656

In the consolidated financial statements at 30 June 2024, provisions for risks and charges amounted to Euro 5,656 thousand and related to i) the provision for tax risks set aside for prudential reasons in previous years, following complaints received regarding transfer pricing and ii) the provision relating to the relocation of plants and reorganisation of personnel.

In the first half of 2024, the Group recorded "other personnel costs" and "other operating costs" in the income statement respectively Euro 650 thousand and Euro 95 thousand for non-recurring expenses relating to the ongoing staff reorganisation process, with the related ancillary costs.

The period uses mainly refer to payments made to staff following the implementation of the reorganisation plan and to payments and/or offsets following the conclusion and downsizing of a specific dispute relating to Haemotronic SpA. In addition, following the settlement and subsequent liquidation of this dispute, it was decided to release the excess provision in full and account for the related non-recurring income of Euro 1,137 thousand. For more information, please refer to the previously described under "Other receivables and assets (current and non-current)".

7.19 Trade payables

The table below reports details of trade payables as at 30 June 2024 and 31 December 2023.

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
Trade payables to suppliers 44,587 38,452
Trade payables to related parties - -
Trade payables 44,587 38,452

Trade payables primarily regard transactions for the purchase of raw materials, components and services.

The book value of trade payables is considered to approximate their fair value.

7.20 Other current payables and liabilities

The table below reports details of other payables and current liabilities as at 30 June 2024 and 31 December 2023.

(in thousands of Euro) As at 30 June 2024 As at 31 December 2023
Payable to employees 18,315 16,668
Payable to social security institutions 4,587 4,153
Tax payables 2,833 2,881
Accrued payables 120 123
Deferred income 1,193 1,179
Payable to directors 1,059 997
Other 155 304
Other current payables and liabilities 28,322 26,305

Payables to employees primarily reflect salaries payable and deferred charges such as holidays, leave and bonuses.

Payables to social security institutions primarily represent payment of contributions owned to pension and social security institutions.

Tax payables as at 30 June 2024 primarily include tax payables for taxes not correlated to income, consisting primarily of VAT and other indirect taxes payable and withholding tax on employees' pay.

Deferred income mainly relates to contributions to non-repayable projects, the costs of which will be incurred in the second half of 2024 and subsequent years.

8. Notes to the consolidated income statement

8.1 Revenue from contracts with customers

The table below breaks down revenues from contracts with customers by division in the half-years ending 30 June 2024 and 30 June 2023.

(in thousands of Euro) Half-year ended 30 June
2024 2023
Healthcare Liquid 112,905 113,880
Healthcare Air & Gas 15,480 14,677
Laboratory 16,277 16,313

Healthcare & Life Sciences 144,662 144,870
Powertrain & Drivetrain 13,988 15,276
Safety & Electronics 10,317 10,398
Sport & Utility 8,228 8,432
Energy & Mobility 32,533 34,106
Personal Safety 35,323 32,398
Air Safety 2,304 1,998
Health & Safety 37,627 34,396
Revenue from contracts with customers 214,822 213,372

In the first half of 2024, the GVS Group generated consolidated revenues of Euro 214.8 million, up on the revenues recorded in the same period of the previous year, thanks to the contribution of the Health and Safety division, whose growth offset the reduction in the other two divisions.

For further information on the trend in turnover compared with the same half of the previous year, please refer to what is set out in the Directors' Report on Operations.

The table below breaks down revenues from contracts with customers by type of sale in the half-years ending 30 June 2024 and 30 June 2023.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Business-to-business (BTB) 164,295 166,883
Business-to-consumer (BTC) 50,527 46,489
Revenue from contracts with customers 214,822 213,372

The table below breaks down revenues from contracts with customers by geographic area in the halfyears ending 30 June 2024 and 30 June 2023.

(in thousands of Euro) Half-year ended 30 June
2024 2023
North America 97,402 98,331
Europe 60,532 64,365
Asia 40,052 35,343
Other countries 16,836 15,333
Revenue from contracts with customers 214,822 213,372

Practically all the Group's contracts with customers do not involve variable payments.

The Group does not believe any of its contracts contain a significant financial component, or involve a time lapse of more than twelve months between the agreed date for transfer of the goods to the customer and the payment date. The Group has therefore not adjusted considerations due to take into account the time value of money.

In the case of contractual obligations fulfilled over time, the Group enters revenues from contracts with customers using methods based on the input used to fulfil the contractual obligation, consisting of costs incurred. In the case of contractual obligations fulfilled at a given time, revenues from contracts with customers are entered at the time of transfer of control over the assets.

8.2 Other operating income

The table below breaks down other operation income for the half-years ending 30 June 2024 and 30 June 2023.

(in thousands of Euro) Half-year ended 30 June
2024 2023
Contributions for operating expenses 1,613 1,051
Release of provision for risks 1,137 -
Recovery and chargeback 308 439
Insurance refunds 126 273
Recovery of scrap 118 283
Capital gains on sales 59 71
Other 540 478
Other operating income 3,901 2,595

The release of the provision for risks of Euro 1,137 thousand was recognised in the first half of 2024, as a result of the conclusion and downsizing of a specific dispute relating to Haemotronic SpA, arising before the acquisition. Following the settlement and subsequent liquidation of the dispute, it was decided to release the excess provision in full and account for the relevant non-recurring income.

Contributions for operating expenses mainly refer to government subsidies obtained by GVS SpA and the subsidiary Haemotromic SpA to cover operating costs for the period.

The item contributions during the financial year, for the period ended 30 June 2023, includes nonrecurring income relating to grants obtained from the Chinese government for the relocation of the production site of Euro 319 thousand.

8.3 Purchases and consumption of raw materials, semi-products and finished products

The table below breaks down purchases and consumption of raw materials, semi-products and finished products in the half-years ending 30 June 2024 and 30 June 2023.

(in thousands of Euro) Half-year ended 30
June
2024 2023
Purchases of raw materials 68,868 73,930
Variation in inventories of products in progress, semi-finished goods and finished
products
(3,494) (2,618)
Variation in inventories of raw materials, subsidiary materials and goods (939) (1,026)
Purchases and consumption of raw materials, semi-products and finished
products
64,435 70,286

The reduction at 30 June 2024 of the incidence of costs for purchases and consumption of raw materials, semi-finished products and finished products on revenues from contracts with customers is mainly due to the contribution of actions aimed at recovering profitability implemented by the Group.

8.4 Personnel costs

The table below breaks down personnel costs in the half-years ending 30 June 2024 and 30 June 2023.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Salaries and wages 53,090 51,360
Social security contributions 14,859 14,433
Cost of termination indemnity 1,209 911
Other costs 650 509
Personnel costs 69,808 67,213

For the period ended 30 June 2024, the item personnel costs includes non-recurring charges relating to the reorganisation process going on in the Group, amounting to Euro 631 thousand (Euro 649 at 30 June 2023).

8.5 Service costs

The table below breaks down service costs in the half-years ending 30 June 2024 and 30 June 2023.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Utilities and cleaning services 7,577 7,253
Maintenance 3,201 2,884
Transportation 3,491 3,797
Consulting services 2,497 3,295
Travel and lodging 1,596 1,348
Subcontracting 2,365 2,201
Marketing and trade fairs 945 761
Insurance 1,079 1,015
Services related to personnel 1,395 1,403
Commissions 2,277 2,062
Directors' fees 1,388 1,210
Other services 1,881 1,481
Service costs 29,692 28,710

8.6 Other operating costs

The table below breaks down other operating costs in the half-years ending 30 June 2024 and 30 June 2023.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Leasing costs 1,092 1,828
Indirect taxation 658 568
Membership fees and charity contributions 203 173
Allocation to provision for risks 95 857
Lower compensation from counterparty 1,137 -
Losses on sales - 173
Other minor costs 536 540
Other operating costs 3,721 4,139

Other operating costs, for the period ended 30 June 2024, include the cost of downsizing the indemnity to be obtained from the seller of Haemotronic SpA in the amount of Euro 1,137 thousand, for a specific dispute, for which the special provision for risks was issued in the same amount (see paragraph 8.2).

Leasing costs include: (i) leasing fees for properties of modest value, for which the Group avails itself of the exemption permitted under IFRS 16, (ii) variable components of a number of leasing fees and (iii) costs connected with use of property under leasing agreements not subject to IFRS 16.

The item other operating costs, for the period ended 30 June 2023, includes non-recurring charges relating to costs allocated to the provision for the relocation and rationalisation of the Group's production sites (for a total of Euro 650 thousand) and costs allocated to the provisions for indirect tax risks and related fines of Euro 207 thousand, following the results of the tax verification concluded by the Romanian authorities at our subsidiary.

8.7 Net impairment losses on financial assets

Net write-downs of financial assets, entered on the basis of the requirements of IFRS 9, totalled Euro 520 thousand and Euro 479 thousand in the half-years ending 30 June 2024 and 2023, respectively, and represent write-down of trade receivables.

A breakdown of movements in the provision for write-down of receivables for the half-year ending 30 June 2024 appears in note 7.8 - "Trade receivables".

8.8 Amortisation, depreciation and write-downs

The table below breaks down amortisation, depreciation and write-downs in the half-years ending 30 June 2024 and 30 June 2023.

(in thousands of Euro) Half-year ended 30 June
2024 2023
Amortisation and write-downs of intangible assets 9,898 9,557
Depreciation and write-downs of tangible assets 8,263 9,019
Amortisation and write-downs of right of use assets 3,713 2,827
Amortisation, depreciation and write-downs 21,874 21,403

A breakdown of the composition of, and movements in, intangible assets and tangible assets for the half-year ending 30 June 2024 is provided in notes 7.1 and 7.3. Information on assets represented by usage rights appears in note 7.2.

Depreciation and write-downs of tangible assets for the period ended 30 June 2024 include expenses relating to write-downs of property, plant and equipment of Euro 24 thousand.

8.9 Financial income and costs

The table below breaks down financial income in the years ending 30 June 2024 and 30 June 2023.

(in thousands of Euro) Half-year ended 30 June
2024 2023
Net profits on exchanges 3,011 -
Other financial income 2,015 1,244
Financial income 5,026 1,244

The table below breaks down financial costs in the half-years ending 30 June 2024 and 30 June 2023.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Interest on bonded loans 137 423
Interest on loans 7,703 6,949
Net losses on exchanges - 4,663
Interest on leasing liabilities 299 226
Amortised cost 245 281
Interest payable to parent companies 1,055 586
Interest for discounting for earn out 2,810 1,784
Other financial costs 259 105
Financial costs 12,508 15,017

Financial costs and income in the periods ending 30 June 2024 and 30 June 2023, respectively, include the net unrealised exchange gains and the net unrealised exchange losses deriving mainly from the adjustment in Euro of intra-group loans granted in dollars by GVS to the subsidiaries GVS NA Holdings Inc., GVS Technology (Suzhou) Co. Ltd. and GVS Filter Technology de Mexico.

The increase in interest for discounting earn out is mainly attributable to the Haemotronic business combination transaction, which took place at the end of June 2022.

8.10 Annual income tax

The table below breaks down annual income tax in the half-years ending 30 June 2024 and 30 June 2023.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Current taxes 6,267 6,524
Deferred taxes (1,158) (3,704)
Taxes pertaining to previous financial years (2,938) (191)
Income tax 2,171 2,629

Income taxes, in accordance with the provisions of IAS 34, are recognised on the basis of management's estimate of the weighted average expected annual effective tax rate for the entire year, amounting to 10.2% for the half-year ended 30 June 2024 (26.4% for the half-year ended 30 June 2023). The effective tax rate in the half-year under review was influenced by taxes from previous years, of a non-recurring nature related to the tax benefit of the Patent Box. Specifically, on 1 August 2023, GVS SpA signed an advance tax ruling with the Revenue Agency regarding the determination of the benefited income arising from intangible assets (so-called Patent Box) for the purposes of the related preferential taxation. The agreement is effective for the 2019 to 2023 tax years and in June 2024 the Company sent the additional declarations necessary to benefit from the tax benefit, in which the total amount is Euro 2,942 thousand.

8.11 Net profit per share

The table below reports net profit per share calculated as the ratio between net profit and the weighted average number of ordinary shares in circulation in the period, excluding treasury shares.

Half-year ended 30 June
2024 2023
Group's share of net profit (in thousands of Euro) 19,016 7,331
Weighted average number of shares in circulation 174,755,425 174,662,169
Profit per share (in Euro) 0.11 0.04

Diluted earnings per share at 30 June 2024 was positive at 0.11 (positive at Euro 0.04 at 30 June 2023) calculated by dividing the result attributable to the shareholders of GVS SpA by the weighted average number of shares in circulation, adjusted to take into account the effects of all potential ordinary shares with dilutive effect. As potential ordinary shares with dilutive effect, those linked to the performance shares plan have been considered.

9. Non-recurring revenues and operating costs

It should also be noted that, in compliance with the provisions of CONSOB Resolution 15519 of 27 July 2006 and CONSOB Communication No. DEM/6064293 of 28 July 2006, the consolidated income statement has been attached, with a separate indication of the amount of costs and revenues arising from non-recurring transactions.

Non-recurrent proceeds and charges in the period ending 30 June 2024 represent: (i) income resulting from the partial release of the provision for risks set aside in previous years for a specific dispute arising before the acquisition relating to Haemotronic SpA (Euro 1,137 thousand); (ii) costs relating to Group personnel following the ongoing reorganisation process (totalling Euro 631 thousand), (iii) consultancy costs relating to services received on an exceptional basis (Euro 250 thousand); (iv) a cost relating to the downsizing of the indemnity to be obtained from the seller of Haemotronic SpA, for a specific dispute, for which the specific provision for risks was released for the same amount (Euro 1,137 thousand); (v) costs allocated to the reorganisation fund (Euro 95 thousand); (vi) amortisation of intangible and tangible assets recognised following the purchase price allocation of the Kuss, RPB, Haemotronic and STT groups (Euro 8,034 thousand) and finally (vii) interest recognised following the discounting of payables for earn out for acquisitions of the STT and Haemotronic groups (Euro 2,810 thousand), net of the related tax effect. Non-recurring charges for taxes also include Euro 2,942 thousand relating to the revenues pertaining to the tax benefit of the Patent Box held by the parent company GVS SpA.

Non-recurrent proceeds and charges in the period ending 30 June 2023 represent: (i) grants obtained from the Chinese government for the relocation of the Suzhou production site (Euro 319 thousand); (ii) costs relating to Group personnel following the reorganisation process in progress (totalling Euro 649 thousand); (iii) consultancy costs relating to services received of an exceptional nature (Euro 268 thousand), (iv) costs allocated to the provision for the relocation and rationalisation of the Group's production sites (totalling Euro 650 thousand); (v) costs allocated to the provision for indirect taxes and related penalties for Euro 207 thousand; (vi) depreciation of intangible and tangible assets recorded following the purchase price allocation of the Kuss, RPB, STT and Haemotronic groups (for a total of Euro 8,048 thousand); (vii) to write-downs of tangible fixed assets resulting from the relocation and rationalisation plan of the Group's production sites for Euro 531 thousand; and finally (viii) to the interest recorded following the discounting of payables for earn out for the acquisitions of the STT and Haemotronic groups (Euro 1,784 thousand), net of the related tax effect. Non-recurring charges for taxes also include Euro 416 thousand relating to the costs pertaining of the tax dispute with the Rumanian subsidiary for direct taxes.

10. Hyperinflation

On the basis of the provisions of EU-IFRS regarding the entry and exit criteria for inflation accounting, the Argentinian subsidiary GVS Argentina S.A. adopted inflation accounting beginning in the year ending 31 December 2018 and starting from 2022 the subsidiary based in Turkey is operating in a situation of high inflation. Also, in consideration of the immateriality of the subsidiaries' contribution compared to the Group's balances, the effects of inflation accounting on the income statement for the half-year ended 30 June 2024 were not significant.

11. Transactions with related parties

Transactions with related parties identified on the basis of the criteria set forth in IAS 24 are primarily of a commercial and financial nature, and are conducted under regular market conditions.

The tables below provide details of economic and capital relations with related parties. The companies indicated have been identified as related parties because they are directly or indirectly linked to the Group's reference shareholders.

It should also be noted that, in compliance with the provisions of CONSOB Resolution 15519 of 27 July 2006 and CONSOB Communication No. DEM/6064293 of 28 July 2006, the consolidated income statement, the consolidated balance sheet and the consolidated statement of cash flows are attached, with separate indication of transactions with related parties and an indication of their percentage weight on individual balances.

The table below sums up the Group's payables and receivables in relation to related parties at 31 December 2024 and 30 June 2023.

(in thousands of Euro) Parent company Companies subject to
parent company's
control
Top
management
Total Total
item in
the
Impact
on the
financial
GVS Group and
parent company
GVS Real Estate S.r.l.
and subsidiaries
financial
statement
statement
Right of use assets
As at 30 June 2024 - 3,298 - 3,298 21,466 15.4%
As at 31 December 2023 - 3,005 - 3,005 20,207 14.9%
Tangible Fixed Assets
As at 30 June 2024 - - 8 8 128,974 0.0%
As at 31 December 2023 - - 10 10 122,884 0.0%
Trade receivables
As at 30 June 2024 30 136 - 166 59,429 0.3%
As at 31 December 2023 20 41 31 92 54,114 0.2%
Current tax receivables
As at 30 June 2024 10,744 - - 10,744 14,387 74.7%
As at 31 December 2023 4,382 - - 4,382 7,486 58.5%
Non-current financial liabilities
As at 30 June 2024 75,000 75,000 304,037 24.7%
As at 31 December 2023 75,000 75,000 351,337 21.3%
Non-current leasing liabilities
As at 30 June 2024 - 1,748 - 1,748 13,586 12.9%
As at 31 December 2023 - 1,430 - 1,430 13,164 10.9%
Provisions for non-current employee benefits
As at 30 June 2024 - - 145 145 3,221 4.5%
As at 31 December 2023 - - 83 83 3,120 2.6%
Current financial liabilities
As at 30 June 2024 2,586 2,586 105,198 2.5%
As at 31 December 2023 1,531 1,531 107,729 1.4%
Current leasing liabilities
As at 30 June 2024 - 1,766 - 1,766 7,234 24.4%
As at 31 December 2023 - 1,475 - 1,475 7,384 20.0%
Current tax payables
As at 30 June 2024 5,533 5,533 9,383 59.0%
As at 31 December 2023 3,660 3,660 8,130 45.0%
Other current payables and liabilities
As at 30 June 2024 - - 3,081 3,081 28,322 10.9%
As at 31 December 2023 - - 3,396 3,396 26,305 12.9%

The table below lists the Group's economic relations with related parties for the half-years ending 30 June 2024 and 30 June 2023.

Parent
company
Companies subject
to parent
company's control
Total
item in
the
financial
statement
Impact
on the
financial
statement
(in thousands of Euro) GVS
Group
and
parent
company
GVS Real Estate
S.r.l. and
subsidiaries
Top
Management Total
Other operating income
Half-year ended 30 June 2024 25 115 - 140 3,901 3.6%
Half-year ended 30 June 2023 10 21 22 52 2,595 2.0%
Personnel costs
Half-year ended 30 June 2024 - - 3,113 3,113 69,808 4.5%
Half-year ended 30 June 2023 - - 1,941 1,941 67,213 2.9%

Service costs
Half-year ended 30 June 2024 - - 1,388 1,388 29,692 4.7%
Half-year ended 30 June 2023 - - 1,210 1,210 28,710 4.2%
Amortisation, depreciation and write-downs
Half-year ended 30 June 2024 - 1,286 2 1,288 21,874 5.9%
Half-year ended 30 June 2023 - 982 2 984 21,403 4.6%
Financial costs
Half-year ended 30 June 2024 1,055 41 - 1,096 12,508 8.8%
Half-year ended 30 June 2023 586 58 - 644 15,017 4.3%

Transactions with the GVS Group

The Company and its subsidiary Haemotronic SpA participate in the optional national tax consolidation system under GVS Group. Current tax receivables or payables recorded on the balance sheet at 30 June 2024 and 31 December 2023 refer mostly to this case.

Transactions with GVS Real Estate

GVS stipulated a leasing agreement with GVS Real Estate, expiring on 28 February 2027, for two production facilities, one of which includes the Company's registered offices in Zola Predosa (BO). On 11 December 2019, the company GVS Sud S.r.l., merged by incorporation into GVS, signed an agreement with GVS Real Estate S.r.l. for the sale of land and buildings pertaining to a production facility in Avellino and thereafter entered into the lease agreement. In addition, in January 2024 GVS signed a lease agreement for warehouse properties located at Via Roma 48, Zola Predosa (BO). On the basis of these lease contracts, at 30 June 2024, the Group recorded assets represented by usage rights and relative leasing liabilities for Euro 2,072 thousand and Euro 2,088 thousand respectively (Euro 1,160 thousand and Euro 1,110 thousand at 31 December 2023), as well as depreciation and financial costs, for the half-year ended 30 June 2024, for Euro 525 thousand and Euro 17 thousand respectively.

Transactions with GVS Real Estate US

On 30 June 2024, the Group company GVS Filtration Inc has in effect two rental agreements with GVS Real Estate US for land and buildings pertaining to two production facilities in Ohio and Wisconsin. The leasing agreements for the real estate properties sold as described above resulted in entry as at 30 June 2024 of assets represented by usage rights amounting to Euro 372 thousand and Euro 376 thousand respectively (Euro 594 thousand and the corresponding leasing liabilities amounting to Euro 545 thousand at 31 December 2023), as well as amortisation, depreciation and write-downs and financial costs in the half-year ending 30 June 2024 amounting to Euro 189 thousand and Euro 4 thousand respectively.

Transactions with GVS Real Estate Mexico

In July 2021, the company of the GVS Filter Technology de Mexico Group signed a lease agreement with GVS Real Estate Mexico, relating to the production site in the city of Apocada. Such leasing agreement involved entry, as at 30 June 2024, of assets represented by usage rights and leasing liabilities of Euro 51 thousand and Euro 120 thousand (Euro 376 thousand and Euro 300 thousand at 31 December 2023), and of amortisation, depreciation and write-downs and financial costs for the period ending 30 June 2024 of Euro 323 thousand and Euro 5 thousand, respectively.

Transactions with GVS Patrimonio Immobiliare

The company of the GVS Microfiltrazione Group has in force a lease agreement with the company GVS Patrimonio Immobiliare of the property attributable to the production site located in Ciorani. Such leasing agreement involved entry, as at 30 June 2024, of assets represented by usage rights and leasing liabilities of Euro 719 thousand and Euro 796 thousand (Euro 755 thousand and Euro 733 thousand at 31 December 2023), and of amortisation, depreciation and write-downs and financial costs for the period ending 30 June 2024 of Euro 143 thousand and Euro 4 thousand, respectively.

Transactions with GVS Real Estate do Brasil

In December 2021, the company of the GVS Do Brasil group signed an agreement with GVS Real Estate Do Brasil for the sale of land and buildings pertaining to a production site in Monte Mor. At the same time as the sale, the parties signed one lease agreement under which GVS Real Estate Do Brasil leased the property sold back to the Group. The leasing agreement for the real estate property sold as described above resulted in entry as at 30 June 2024 of assets represented by usage rights and the corresponding leasing liabilities amounting to Euro 70 thousand and Euro 119 thousand respectively (Euro 120 thousand and Euro 217 thousand at 31 December 2023), as well as amortisation, depreciation and write-downs and financial costs in the period ending 30 June 2024 amounting to Euro 43 thousand and Euro 10 thousand respectively.

Transactions with Top Management

As at 30 June 2024 the following persons are considered members of the Group's Top Management:

  • the chief executive officer;
  • the chief financial officer;
  • the chief operation officer;
  • the managers of the (i) Healthcare & Life Sciences; (ii) Health & Safety; (iii) Energy & Mobility; (iv) Blood; (v) Science & Development divisions, the director of human resources, the marketing director and the general counsel;

The table below provides details of fees payable to members of Top Management in the half-years ending 30 June 2024 and 30 June 2023, including contributions.

(in thousands of Euro) Half-year ended 30 June
2024 2023
Fees for office held 1,112 1,137
Bonuses and other incentives 1,599 682
Other fees 402 121
Directors' fees 1,388 1,210
Total 4,501 3,151

Please note that:

  • other current payables and liabilities as at 30 June 2024 include payables to directors for fees not yet paid totalling Euro 1,059 thousand (Euro 997 thousand at 31 December 2023);
  • provisions for employee benefits as at 30 June 2024 include the value of end of service indemnity for directors totalling Euro 145 thousand (Euro 83 thousand at 31 December 2023);
  • costs for services for the half-year ended 30 June 2024 include directors' fees, expenses tied to the performance share plan and allocations to the provisions for end of service indemnity for a total amount of Euro 1,388 thousand (Euro 1,210 thousand for the half-year ended 30 June 2023).

12. Commitments and risks

Sureties and guarantees granted to third parties

At 30 June 2024, the Group had sureties and guarantees in place for a total amount of Euro 1,166 thousand.

Potential liabilities

Given that the Group operates internationally, it is exposed to legal risks primarily due to professional, corporate and tax liability. Disbursements relating to ongoing or future proceedings cannot be expected with certainty and it is possible that court outcomes may result in costs not covered or not fully covered by insurance claims having effects on the Group's financial situation and results. On the other hand, where it is likely to be due to an outlay of resources to meet obligations and this amount can be reliably estimated, the Group made specific allocations to the provision for risks and charges.

13. Directors' and auditors' fees

Emoluments for the 2024 half-year in question due to directors (including bonuses, charges related to the performance shares plan, provisions for severance indemnity and related contributions) and statutory auditors amounted to Euro 1,388 thousand and Euro 45 thousand, respectively.

The following table gives details of the remuneration for executive directors and non-executive directors for the first half of 2024 and 2023.

(in thousands of Euro) 2024 2023
Chairman of the Board of Directors 60 107
Executive Directors 1,218 983
Non-Executive Directors 110 120
Total cost 1,388 1,210

No loans or advances were granted to directors or shareholders during the period under examination.

14. Independent auditor's fees

The fees due to the independent auditors for the half-year ended 30 June 2024 amounted to Euro 224 thousand, of which Euro 211 thousand for auditing services and Euro 13 thousand for services other than auditing.

15. Research and development

The Group's R&D work aims to introduce new products and implement new production processes. These activities are divided into a number of different phases, from conception and start of the process of designing and new product process to large-scale industrial production.

The table below reports research and development costs entered among operating costs in the half-years ending 30 June 2024 and 30 June 2023.

Half-year ended 30 June
(in thousands of Euro) 2024 2023
Research and development costs 13,119 12,208
Capitalised development costs (3,835) (2,943)
Amortisation of capitalised development costs 1,791 1,390
Research and development costs entered as operating costs 11,075 10,655

16. Positions or transactions resulting from atypical and/or unusual transactions

Pursuant to CONSONB Communication No. 6064293 of 28 July 2006, it should be noted that during the first half of 2024 there were no atypical and/or unusual transactions with respect to the normal management of the company that could give rise to doubts regarding the correctness and completeness of the information in the financial statements, conflicts of interest, the safeguarding of the company's assets, or the protection of minority shareholders.

17. Events of significance following the close of the financial period

No significant events occurred after the end of the period.

18. Approval of the condensed interim consolidated financial statements and authorisation for publication

The condensed interim consolidated financial statements ending 30 June 2024 were approved on 10 September 2024 by the Board of Directors, which authorised their publication within the legal deadline.

ATTACHED TABLES

Consolidated statement of financial position, with indication of the amount of positions with related parties.

ASSETS
Non-current assets
Intangible assets
473,333
471,701
Right of use assets
21,466
3,298
15.4%
20,207
3,005
14.9%
Tangible assets
128,974
8
0.0%
122,884
10
0.0%
Deferred tax assets
1,176
2,852
Non-current financial assets
3,133
3,531
Non-current derivative financial instruments
4,049
4,829
Other receivables and non-current assets
-
3,037
Total non-current assets
632,131
629,041
Current assets
Inventories
87,614
84,808
Trade receivables
59,429
166
0.3%
54,114
92
0.2%
Assets from contracts with customers
929
964
Current tax receivables
14,387
10,744
74.7%
7,486
4,382
58.5%
Other receivables and current assets
13,003
12,753
Current financial assets
78,641
2,484
Cash and cash equivalents
59,203
191,473
Total current assets
313,206
354,082
TOTAL ASSETS
945,337
983,123
SHAREHOLDERS' EQUITY AND LIABILITIES
Share capital
1,750
1,750
Reserves
336,620
319,054
Net income
19,016
13,647
Group net shareholders' equity
357,386
334,451
23
27
Shareholders' equity attributable to non-controlling interests
Total shareholders' equity
357,409
334,478
Non-current liabilities
Liabilities for the purchase of equity investments and earn out
7,905
24,677
Non-current financial liabilities
304,037
75,000
24.7%
351,337
75,000
21.3%
Non-current leasing liabilities
13,586
1,748
12.9%
13,164
1,430
10.9%
Deferred tax liabilities
34,338
35,447
Provisions for employee benefits
3,221
145
4.5%
3,120
83
2.6%
Provisions for risks and charges
5,656
8,529
Total non-current liabilities
368,743
436,274
Current liabilities
Liabilities for the purchase of equity investments and earn out
19,026
18,342
Current financial liabilities
105,198
2,586
2.5%
107,729
1,531
1.4%
Current leasing liabilities
7,234
1,766
24.4%
7,384
1,475
20.0%
Trade payables
44,587
38,452
Liabilities from contracts with customers
5,435
6,029
Current tax payables
9,383
5,533
59.0%
8,130
3,660
45.0%
Other current payables and liabilities
28,322
3,081
10.9%
26,305
3,396
12.9%
Total current liabilities
219,185
212,370
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
945,337
983,123
(in thousands of Euro) As at 30 June
2024
of
which
with
related
parties
percentage As at 31
December
2023
of
which
with
related
parties
percentage

Consolidated income statement, with indication of the amount of positions with related parties.

Period ending 30 June
(in thousands of Euro) 2024 of which
with
related
parties
percentage 2023 of which
with
related
parties
percentage
Revenue from contracts with customers 214,822 213,372
Other operating income 3,901 140 3.6% 2,595 52 2.0%
Total revenues 218,723 215,967
Purchases and consumption of raw materials, semi
products and finished products
(64,435) (70,285)
Personnel costs (69,808) (3,113) 4.5% (67,213) (1,941) 2.9%
Service costs (29,692) (1,388) 4.7% (28,710) (1,210) 4.2%
Other operating costs (3,721) (4,139)
EBITDA 51,067 45,620
Net impairment losses on financial assets (520) (479)
Amortisation, depreciation and write-downs (21,874) (1,288) 5.9% (21,403) (984) 4.6%
EBIT 28,673 23,738
Financial income 5,026 1,244
Financial costs (12,508) (1,096) 8.8% (15,017) (644) 4.3%
Pre-tax result 21,191 9,965
Income tax (2,171) (2,629)
Net income 19,020 7,336
Group's share 19,016 7,331
Minority share 4 5

Consolidated statement of cash flows, with indication of the amount of positions with related parties.

Period ending 30 June
(in thousands of Euro) 2024 of which
with
related
parties
percentage 2023 of which
with
related
parties
percentage
Pre-tax result 21,191 (6,745) -31.8% 9,965 (4,737) -47.5%
- Adjustment for:
Amortisation, depreciation and write-downs 21,874 1,288 5.9% 21,403 984 4.6%
Capital losses / (capital gains) from sale of assets (59) 102
Financial costs / (income) 7,482 1,096 14.6% 13,773 644 4.7%
Other non-monetary variations 3,885 62 1.6% 3,671 36 1.0%
Cash flow generated / (absorbed) by operations before variations in
net working capital
54,373 48,914
Variation in inventories (2,541) 418
Variation in trade receivables (7,362) (74) 1.0% 1,671 30 1.8%
Variation in trade payables 6,118 (10,698) -
Variation in other assets and liabilities 2,063 (314) -15.2% 45 (358) -790.3%
Use of provisions for risks and charges and for employee benefits (1,344) (1,432)
Taxes paid (7,199) (1,547) 21.5% (4,661) (538) 11.5%
Net cash flow generated / (absorbed) by operations 44,108 34,257
Investments in tangible assets (15,075) (9,524)
Investments in intangible assets (4,141) (3,060)
Disposal of tangible assets 200 304
Investment in financial assets (86,172) (82,500)
Disinvestment in financial assets 10,000 21,393
Payment for purchase of business unit net of cash on hand acquired (19,000) (0)
Net cash flow generated / (absorbed) by investment (114,189) (73,387)
Opening of long-term financial liabilities 208 75,936 75,000 98.8%
Repayment of long-term financial liabilities (50,557) (27,293)
Repayment of lease liabilities (4,593) (970) 21.1% (3,278) (1,404) 42.8%
Financial costs paid (8,159) (41) 0.5% (8,782) (58) 0.7%
Financial income collected 1,270 608
Treasury shares (154) -
Net cash flow generated/(absorbed) by financial assets (61,984) 37,192
Total variation in cash on hand (132,065) (1,938)
Cash on hand at the start of the year 191,473 135,169
Total variation in cash on hand (132,065) (1,938)
Conversion differences on cash on hand (204) (824)
Cash on hand at the end of the year 59,203 132,406

Consolidated income statement, with indication of the amount deriving from nonrecurring transactions.

The 6-month period ended 30 June
(in thousands of Euro) 2024 of which
non
recurring
2024
Adjusted
percentage 2023 of which
non
recurring
2023
Adjusted
percentage
Revenue from contracts with customers 214,822 214,822 213,372 213,372
Other operating income 3,901 1,137 2,764 29.1% 2,595 319 2,276 12.3%
Total revenues 218,723 1,137 217,586 215,967 319 215,648
Purchases and consumption of raw materials,
semi-products and finished products
(64,435) (64,435) (70,285) (70,285)
Personnel costs (69,808) (631) (69,177) 0.9% (67,213) (649) (66,564) 1.0%
Service costs (29,692) (250) (29,442) 0.8% (28,710) (268) (28,442) 0.9%
Other operating costs (3,721) (1,232) (2,489) 33.1% (4,139) (857) (3,282) 20.7%
EBITDA 51,067 (976) 52,043 45,620 (1,455) 47,075
Net impairment losses on financial assets (520) (520) (479) (479)
Amortisation, depreciation and write-downs (21,874) (8,034) (13,840) 36.7% (21,403) (8,579) (12,824) 40.1%
EBIT 28,673 (9,010) 37,683 23,738 (10,034) 33,772
Financial income 5,026 5,026 1,244 1,244
Financial costs (12,508) (2,810) (9,698) 22.5% (15,017) (1,784) (13,233) 11.9%
Pre-tax result 21,191 (11,820) 33,011 9,965 (11,818) 21,783
Income tax (2,171) 6,044 (8,215) -278.4% (2,629) 2,654 (5,283) -101.0%
Net income 19,020 (5,776) 24,796 7,336 (9,164) 16,500

CERTIFICATION OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ARTICLE 154 BIS OF LEGISLATIVE DECREE 58/98

    1. The undersigned, Massimo Scagliarini, Chief Executive Officer and Emanuele Stanco, Manager responsible for the preparation of the accounting documents of GVS S.p.A., taking into account the provisions of Article 154-bis, paragraphs 3 and 4 of Legislative Decree no. 58 of 24 February 1998, certify:
    2. the adequacy in relation to the characteristics of the business, and
    3. the effective application of the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements during the first half of 2024.
    1. The assessment of the adequacy of the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements at 30 June 2024 was carried out on the basis of the standards and methodologies defined by GVS mainly in accordance with the Internal Control - Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission, which represents a reference framework for the internal control system generally accepted at the international level.
    1. In addition, they also certify that:
  • 3.1 the condensed interim consolidated financial statements:
    • are prepared in compliance with the international accounting standards recognised by the European Community pursuant to Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as well as the provisions issued in implementation of Article 9 of Legislative Decree no. 38/2005;
    • correspond to the results in accounting books and records;
    • are suitable to provide a true and fair view of the statement of financial position, and the statement of profit and loss of the issuer and all the companies included in the consolidation.
  • 3.2 the Interim Report on Operations includes a reliable analysis of references to important events that occurred in the first six months of the financial year and their impact on the condensed interim consolidated financial statements, together with a description of the main risks and uncertainties for the remaining six months of the year. The interim report on operations also includes a reliable analysis of information on transactions with related parties.

Zola Predosa, 10 September 2024

Massimo Scagliarini Emanuele Stanco Chief Executive Officer Manager responsible for the preparation of the Company's accounting documents

AUDITING COMPANY REPORT

REVIEW REPORT ON CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

To the shareholders of GVS SpA

Foreword

We have reviewed the accompanying consolidated condensed interim financial statements of GVS SpA and subsidiaries (GVS Group) as of 30 June 2024, comprising the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related explanatory notes. The Directors of GVS SpA are responsible for the preparation of the consolidated condensed interim financial statements in accordance with International Accounting Standard 34 applicable to interim financial reporting as adopted by the European Union. Our responsibility is to express a conclusion on these consolidated condensed interim financial statements based on our review.

Scope of review

We conducted our work in accordance with the criteria for a review recommended by CONSOB in Resolution No. 10867 of 31 July 1997. A review of consolidated condensed interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a fullscope audit conducted in accordance with International Standards on Auditing (ISA Italy) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated condensed interim financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the consolidated condensed interim financial statements of GVS Group as of 30 June 2024 are not prepared, in all material respects, in accordance with International Accounting Standard 34 applicable to interim financial reporting as adopted by the European Union.

Bologna, 11 September 2024

PricewaterhouseCoopers SpA

signed by

Giuseppe Ermocida (Partner)

This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.