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Gvs Interim / Quarterly Report 2025
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Interim / Quarterly Report
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Interim report on operations at 31 March 2025 GVS Group
| INFORMATION ABOUT THE COMPANY AND INFORMATION FOR SHAREHOLDERS3 | |
|---|---|
| GROUP STRUCTURE* 4 | |
| CORPORATE BODIES5 | |
| DIRECTORS' REPORT ON OPERATIONS 6 | |
| Foreword 6 | |
| Group performance and analysis of the results for the period ending on 31 March 2025. 6 | |
| Investments 13 | |
| Research and development 13 | |
| Additional information 14 | |
| Principal risks and uncertainties 14 | |
| Intergroup and related party transactions 15 | |
| Significant events occurring during the period 15 | |
| Events subsequent to the close of the period 15 | |
| Business outlook 16 | |
| FINANCIAL STATEMENTS AS AT 31 MARCH 2025 17 | |
| Consolidated statement of assets and liabilities* 17 | |
| Consolidated income statement* 18 | |
| Comprehensive consolidated income statement 19 | |
| Prospectus of changes in consolidated shareholders' equity 20 | |
| Consolidated statement of cash flows* 21 | |
| EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 MARCH 2025 22 |
|
| 1. General information 22 |
|
| 2. Structure and content of the consolidated financial statements 22 |
|
| 3. Valuation criteria 26 |
|
| 4. Estimates and assumptions 26 |
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| 5. Explanatory Notes to the main consolidated income statement items 26 |
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| 6. Non-recurring revenues and operating costs 31 |
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| Additional information 32 | |
| ATTACHED TABLES 33 | |
| Consolidated statement of financial position, with indication of the amount of positions with related parties. 33 |
|
| Consolidated income statement, with indication of the amount of positions with related parties 34 | |
| Consolidated statement of cash flows, with indication of the amount of positions with related parties. 35 |
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| Consolidated income statement, with indication of the amount deriving from non-recurring transactions. 36 |
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| DECLARATION OF THE MANAGER RESPONSIBLE FOR THE PREPARATION OF THE COMPANY'S ACCOUNTING DOCUMENTS PURSUANT TO ARTICLE 154-BIS |
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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
LEGAL INFORMATION
Share capital: Euro 1,891,777 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 |
| Grazia Valentini | |
| Marco Scagliarini | |
| Independent Directors | Simona Scarpaleggia (1) (2) |
| Anna Tanganelli (1) | |
| Pietro Cordova (1) (2) | |
| Michela Schizzi (2) | |
| Board of Auditors | |
| Chairman | Maria Federica Izzo |
| Standing auditors | Francesca Sandrolini |
Alternate auditors Alessia Fulgeri
Giuseppe Farchione Mario Difino
Manager responsible for the preparation of the Company's corporate accountants Emanuele Stanco
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 interim consolidated financial statements at 31 March 2025.
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 consolidated financial statements at 31 March 2025, 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 period ending on 31 March 2025.
The GVS Group is one of the world's leading suppliers of advanced filtering solutions with applications primarily in the field of Healthcare & Life Sciences.
On 14 January 2025, GVS completed the acquisition of the whole blood assets of Haemonetics and in order to reflect the Group's strengthened presence in the whole blood market and maximise the commercial effort to meet the needs of new and existing customers, as of 1 January 2025, GVS's Healthcare and Life Sciences division is reorganised into the following three sub-divisions:
• MedTech, combining existing Liquid and Air & Gas subdivisions, with the addition of turnover related to the sale of membranes (previously included in the Laboratory subdivision) and excluding STT product lines (merged into Transfusion Medicine)
• Transfusion Medicine which includes the new whole blood business acquired by Haemonetics and STT product lines;
• Life Sciences, replacing the current Laboratory segment, net of membrane sales (merged in MedTech).
The organisational change was reflected in GVS's segment reporting from the first quarter of 2025. In addition, for the Energy and Mobility and Health & Safety divisions (the latter has changed its name to Safety) the previous subdivisions have been eliminated and are monitored from a commercial standpoint as a whole.
The table below breaks down revenues from contracts with customers by division in the periods ending on 31 March 2025 and 31 March 2024.
| Quarter ended 31 March | ||||
|---|---|---|---|---|
| (in thousands of Euro) | 2025 | 2024 | ||
| Medtech | 54,104 | 55,054 | ||
| Transfusion Medicine | 16,445 | 10,848 | ||
| Life Sciences | 2,818 | 3,241 | ||
| Healthcare & Life Sciences | 73,367 | 69,143 | ||
| Safety | 19,177 | 18,275 | ||
| Energy & Mobility | 14,661 | 16,468 | ||
| Revenue from contracts with customers | 107,205 | 103,886 |
During the first three months of 2025, GVS generated consolidated revenues of Euro 107.2 million, up 3.2% on the same period of the previous year, thanks to the contribution of the Healthcare & Life Sciences division (+6.1%), which more than offset the reduction highlighted in the Energy & Mobility division.
The breakdown of revenues from contracts with customers as at 31 March 2025 is as follows:
- the Healthcare & Life Sciences division, which represents 68.4% of the total, posted revenues of Euro 73.4 million, up 6.1% compared with the first three months of 2024, thanks to the acquisition of the whole blood business unit of Haemonetics;
- the Energy & Mobility division, which represents 13.7% of the total, recorded a 11% decrease in turnover compared with the same period in 2024, reaching Euro 14.7 million and showing a negative performance affected by the slowdown in the automotive sector;
- the Safety division represents 17.9% of the total and settled at Euro 19.2 million with an increase of 4.9% compared to the same period of the previous year.
Financial statements for the period closing at 31 March 2025 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.
Analysis of reclassified financial position
| The 3-month period closed on 31 March | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of Euro) | 2025 | of which non recurring |
2025 Adjusted |
% | 2024 | of which non recurring |
2024 Adjusted |
% |
| Revenue from sales and services | 107,205 | 107,205 | 100.0% | 103,886 | 103,886 | 100.0% | ||
| Other operating income | 1,330 | 370 | 960 | 0.9% | 1,505 | 250 | 1,255 | 1.2% |
| Total revenues | 108,535 | 370 | 108,165 | 100.9% | 105,391 | 250 | 105,141 | 101.2% |
| Raw materials purchases costs and variation in inventories |
(31,950) | (31,950) | -29.8% | (31,780) | (31,780) | -30.6% | ||
| Services costs | (15,832) | (273) | (15,559) | -14.5% | (14,199) | (14,199) | -13.7% | |
| Other operating costs | (1,418) | (263) | (1,155) | -1.1% | (1,593) | (250) | (1,343) | -1.3% |
| Added value | 59,335 | (166) | 59,501 | 55.5% | 57,819 | - | 57,819 | 55.7% |
| Personnel costs | (34,254) | (537) | (33,717) | -31.5% | (33,537) | (27) | (33,510) | -32.3% |
| EBITDA | 25,081 | (703) | 25,784 | 24.1% | 24,282 | (27) | 24,309 | 23.4% |
| Amortisation and depreciation | (11,033) | (4,136) | (6,897) | -6.4% | (10,961) | (4,006) | (6,955) | -6.7% |
| Provisions and write-downs | (131) | (131) | -0.1% | (191) | (191) | -0.2% | ||
| EBIT | 13,917 | (4,839) | 18,756 | 17.5% | 13,130 | (4,033) | 17,163 | 16.5% |
| Financial income and costs | (11,413) | (279) | (11,134) | -10.4% | (633) | (772) | 139 | 0.1% |
| Pre-tax result | 2,504 | (5,118) | 7,622 | 7.1% | 12,497 | (4,805) | 17,302 | 16.7% |
| Income tax | (631) | 1,325 | (1,956) | -1.8% | (3,054) | 1,254 | (4,308) | -4.1% |
| Group's and minority shareholders' net profit or loss |
1,873 | (3,793) | 5,666 | 5.3% | 9,443 | (3,551) | 12,994 | 12.5% |
The consolidated economic results of operations of the period closing at 31 March 2025 were as follows: total revenues from ordinary operations amounted to Euro 108.2 million (Euro 105.1 million in the first three months of 2024); EBITDA from ordinary operations amounted to Euro 25.8 million (Euro 24.3 million in the first three months of 2024); EBIT from ordinary operations came to Euro 18.8 million (Euro 17.2 million in the first three months of 2024).
EBITDA from ordinary operations grew by 6.1% compared to the first three months of 2024, with a 24.1% margin on revenues, a significant improvement compared to the 23.4% margin recorded in the first three months of 2024. 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 18.8 million (+9.3%) compared to Euro 17.1 million in the same period of the previous year and in line with the growth achieved at the level of EBITDA from ordinary operations.
Normalised net financial expenses (net of exchange losses of Euro 8,333 thousand in the first three months of 2025 and exchange gains of Euro 4,114 thousand in the first three months 2024) were down in the period under review, from Euro 3,975 thousand for the period ended 31 March 2024 to Euro 2,801 thousand for the period ended 31 March 2025, mainly due to the reduction in the nominal value of the loans in accordance with the amortisation schedules for the same and the contractual interest rates.
The pre-tax result of the recurring activities reached Euro 7.6 million in the period in question, with a decrease of Euro 9.6 million compared to Euro 17.3 million in 2024, mainly due to the exchange gain in 2024 compared to the exchange loss recognised in 2025.
Non-recurring income and expenses for the period ended 31 March 2025 refer to: (i) the income resulting from the indemnification to be obtained from Haemonetics to repay the redundancy incentives recognised and allocated after the acquisition of the whole blood business unit (Euro 370 thousand); (ii) costs relating to Group personnel following the ongoing reorganisation process (Euro 537 thousand), (iii) consultancy costs and miscellaneous services received on an exceptional basis relating to the acquisition of the whole blood business of Haemonetics (Euro 273 thousand); (iv) costs allocated to the reorganisation fund mainly relating to the Puerto Rico plant (Euro 263 thousand in total); (v) depreciation of the intangible and tangible assets recognised following the purchase price allocation of the Kuss, RPB, Haemotronic and STT groups (Euro 4,136 thousand) and finally (v) interest recognised following the discounting of payables for earn out for the acquisitions of the STT group and of the whole blood business unit of Haemotronic (Euro 279 thousand), net of the related tax effect.
Non-recurrent proceeds and charges in the period ending on 31 March 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 250 thousand); (ii) costs relating to Group personnel following the ongoing reorganisation process (totalling Euro 27 thousand), (iii) the 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 250 thousand); (iv) amortisation of intangible and tangible assets recognised following the purchase price allocation of the Kuss, RPB, Haemotronic and STT groups (Euro 4,006 thousand) and finally (v) interest recognised following the discounting of payables for earn out for acquisitions of the STT and Haemotronic groups (Euro 772 thousand), net of the related tax effect.
Analysis of reclassified equity position
| As at 31 March 2025 | As at 31 December 2024 | |
|---|---|---|
| (in thousands of Euro) | ||
| Net intangible fixed assets | 460,590 | 472,941 |
| Right of use assets, net | 22,104 | 23,390 |
| Net tangible fixed assets | 166,231 | 133,756 |
| Financial fixed assets | 1,221 | 3,175 |
| Other fixed assets | 2,016 | 2,983 |
| Fixed capital (A) | 652,162 | 636,245 |
| Net trade receivables | 65,382 | 55,368 |
| Inventories | 106,102 | 80,542 |
| Payables to suppliers | (46,310) | (42,541) |
| Net commercial working capital (B) | 125,174 | 93,368 |
| Other current assets | 25,902 | 24,223 |
| Other current liabilities | (43,780) | (42,809) |
| Total current assets/liabilities (C) | (17,878) | (18,586) |
| Net working capital (D)= (B) + (C) | 107,296 | 74,782 |
| Other non-current liabilities (E) | (28,917) | (29,937) |
| Employee termination indemnity and end of service indemnity (F) |
(2,953) | (2,924) |
| Provisions for risks and charges (G) | (6,941) | (7,148) |
| Net invested capital (H) = (A+D+E+F+G) | 720,647 | 671,017 |
| Shareholders' equity | (445,009) | (451,230) |
| Consolidated shareholders' equity (I) | (445,009) | (451,230) |
| (Short-term financial indebtedness)/Liquidity | (23,290) | 49,375 |
| (Net medium-/long-term financial indebtedness) | (252,347) | (269,161) |
| Net financial indebtedness (L) | (275,637) | (219,786) |
| Own funds and net financial indebtedness (M) = (I+L) | (720,647) | (671,017) |
Fixed assets at 31 March 2025 increased by Euro 15,917 thousand, mainly as a result of fixed assets acquired with the whole blood business unit of Haemonetics and investments made in respect of tangible and intangible assets, net of period depreciation and negative exchange rate conversion. Specifically, tangible fixed assets recorded an increase of Euro 32,475 thousand, of which Euro 35,510 thousand relating to the whole blood business unit of Haemonetics and Euro 6,463 thousand to investments capitalised during the period, net of amortisation and depreciation and the negative exchange rate conversion reserve, equal to Euro 3,875 thousand and Euro 4,453 thousand respectively. Net intangible assets decreased by Euro 12,351 thousand, of which Euro 5,518 thousand for amortisation in the period and Euro 9,687 thousand for the negative exchange rate conversion reserve, net of investments for Euro 1,685 thousand. The net decrease in rights of use of Euro 1,286 thousand is mainly due to amortisation and the negative exchange rate reserve of Euro 1,640 thousand and Euro 230 thousand respectively, net of the period increases of Euro 590 thousand. Lastly, financial assets and other fixed assets decreased by Euro 1,954 thousand and Euro 967 thousand respectively, mainly due to the use of the down payment paid in previous years to Haemonetics for the acquisition of the whole blood business unit and the decrease in the fair value of active derivatives.
The balance of trade net working capital at 31 March 2025 shows an increase of Euro 31,806 thousand compared to 31 December 2024, mainly due to the increase in inventories and net trade receivables of Euro 10,014 thousand, the rise in warehouse stock of Euro 25,560 thousand, net of the increase in trade payables of Euro 3,768 thousand. The deterioration in net commercial working capital between the two dates was mainly due to the whole blood business unit of Haemonetics, acquired in January 2025.
The increase in other current assets at 31 March 2025, amounting to Euro 1,680 thousand, is mainly attributable to prepaid expenses, advances to suppliers and receivables from government agencies for contributions to be collected.
The increase in other current liabilities at 31 March 2025 compared with 31 December 2024, amounting to Euro 971 thousand, is mainly attributable to the increase in payables to employees, directors and deferred income, net of the reduction in payables for direct and indirect taxes.
Shareholders' equity decreased by Euro 6,222 thousand at 31 March 2025, mainly due to the total result for the period equal to a negative Euro 6,637 thousand, net of the increase in reserves relating to the long-term incentives plan (Euro 462 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 31 March 2025 | As at 31 December 2024 | |
|---|---|---|---|
| (A) | Cash and cash equivalents | 56,076 | 102,991 |
| (B) | Cash equivalents | - | - |
| Term deposits | - | 28,460 | |
| Financial assets held for trading | 2,122 | 2,401 | |
| Financial lease receivables | 315 | 124 | |
| (C) | Other current financial assets | 2,437 | 30,985 |
| (D) | Liquidity (A)+(B)+(C) | 58,513 | 133,976 |
| Financial payables to parent companies | 1,130 | 2,041 | |
| Financial lease liabilities to other companies in the GVS Group | 2,166 | 2,402 | |
| Financial lease liabilities | 5,454 | 5,632 | |
| Other financial liabilities | 15,709 | 20,729 | |
| (E) | Current financial indebtedness | 24,459 | 30,804 |
| (F) | Current portion of non-current indebtedness | 57,344 | 53,797 |
| (G) | Current financial indebtedness (E)+(F) | 81,803 | 84,601 |
| (H) | Net current financial indebtedness (D)-(G) | (23,290) | 49,375 |
| Non-current bank borrowings | 222,978 | 245,480 | |
| Other financial liabilities | 15,917 | 8,786 | |
| Financial lease liabilities to other companies in the GVS Group | 1,643 | 2,250 | |
| Non-current financial lease liabilities | 11,198 | 11,888 | |
| (I) | Non-current financial indebtedness | 251,736 | 268,404 |
| Passive derivative financial instruments | - | - | |
| (J) | Debt instruments | - | - |
| (K) | Trade payables and other non-current payables | 611 | 757 |
| (L) | Non-current financial indebtedness (I)+(J)+(K) | 252,347 | 269,161 |
| (M) | Total net financial indebtedness (H)-(L) | (275,637) | (219,786) |
The increase in net financial debt at 31 March 2025 compared with 31 December 2024, totalling Euro 55,851 thousand, is mainly due to the acquisition of the whole blood business unit of Haemonetics, for which the group paid the seller at closing Euro 40,497 thousand and a payable for earn out of Euro 14,238 thousand, payable by February 2028 in various annual tranches. For the sake of completeness, it should be noted that the purchase cost of the business unit also includes the amount of Euro 1,952 thousand already paid to the seller as a deposit in previous years, with no effect on the change in net financial debt in the two periods compared. Excluding the extraordinary transaction mentioned above, net financial debt at 31 March 2025 did not change significantly compared with 31 December 2024 as cash generated from operations, amounting to Euro 27,210 thousand, net of the cash absorbed by changes in working capital, amounting to Euro 13,258 thousand, was substantially aligned with the cash used to pay taxes (Euro 2,370 thousand) and investments (Euro 8,147 thousand) and net financial expenses for the period (Euro 3,080 thousand). Current financial debt, equal to a positive Euro 49,375 thousand as at 31 December 2024, amounts to a negative Euro 23,290 thousand as at 31 March 2025. Non-current financial debt, equal to a negative Euro 269,161 thousand as at 31 December 2024, amounts to a negative Euro 252,347 thousand as at 31 March 2025.
The Group's net financial position (including non-current active derivatives and excluding net current and non-current leasing liabilities recorded in accordance with the provisions of IFRS 16) amount to negative Euro 254,604 thousand at 31 March 2025 and negative Euro 195,861 thousand at 31 December 2024, as indicated below.
| (in thousands of Euro) | As at 31 March 2025 | As at 31 December 2024 | |
|---|---|---|---|
| (M) | Total net financial indebtedness | (275,637) | (219,786) |
| Non-current active derivative financial instruments | 887 | 1,877 | |
| Financial lease liabilities (net) | 20,146 | 22,048 | |
| Total net financial position | (254,604) | (195,861) |
The following table shows the adjusted net financial indebtedness:
| (in thousands of Euro) | As at 31 March 2025 | As at 31 December 2024 | |
|---|---|---|---|
| (M) | Total net financial indebtedness | (275,637) | (219,786) |
| GVS Group loan (including interest) | 1,130 | 2,041 | |
| Total adjusted net financial indebtedness | (274,507) | (217,745) |
Adjusted net financial debt at 31 March 2025 is calculated excluding financial payables in the amount of Euro 1,130 thousand, equal to the interest to be paid in relation to the shareholder loan received from GVS Group S.r.l. (Euro 75,000 thousand), converted into share capital and share premium during 2024,in line with the provisions of the definition of net financial debt in existing loan agreements, in relation to the method of calculating financial covenants.
Cash flow statement
The cash flow statement appears below.
| (in thousands of Euro) | Quarter ended 31 March | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Pre-tax result | 2,504 | 12,497 | |
| - Adjustment for: | |||
| Amortisation, depreciation and write-downs | 11,033 | 10,961 | |
| Capital losses / (capital gains) from sale of assets | (63) | (27) | |
| Financial costs / (income) | 11,413 | 633 | |
| Other non-monetary variations | 2,323 | 1,118 |
| Cash flow generated / (absorbed) by operations before variations in net working capital |
27,210 | 25,182 |
|---|---|---|
| Variation in inventories | (7,408) | (68) |
| Variation in trade receivables | (11,838) | (8,383) |
| Variation in trade payables | 6,414 | 4,875 |
| Variation in other assets and liabilities | (426) | (1,127) |
| Use of provisions for risks and charges and for employee benefits | (1,471) | (141) |
| Taxes paid | (3,281) | (4,207) |
| Net cash flow generated / (absorbed) by operations | 9,200 | 16,131 |
| Investments in tangible assets | (6,462) | (7,544) |
| Investments in intangible assets | (1,685) | (1,896) |
| Disposal of tangible assets | 64 | 43 |
| Investment in financial assets | (485) | (75,679) |
| Disinvestment in financial assets | 28,760 | - |
| Payment for purchase of business unit net of cash on hand acquired | (50,625) | - |
| Net cash flow generated / (absorbed) by investment | (30,433) | (85,076) |
| Repayment of long-term financial liabilities | (21,440) | (23,095) |
| Repayment of lease liabilities | (2,111) | (2,221) |
| Financial costs paid | (1,652) | (2,484) |
| Financial income collected | 158 | 963 |
| Treasury shares | (45) | (36) |
| Net cash flow generated/(absorbed) by financial assets | (25,091) | (26,873) |
| Total variation in cash on hand | (46,325) | (95,817) |
| Cash on hand at the start of the year | 102,991 | 191,473 |
| Total variation in cash on hand | (46,325) | (95,817) |
| Conversion differences on cash on hand | (590) | 585 |
| Cash on hand at the end of the year | 56,076 | 96,240 |
During the period ended 31 March 2025, operations generated lower liquidity of Euro 6,932 thousand compared to the same period of the previous year, mainly due to a greater absorption of liquidity due to the management of net working capital influenced by the increase in trade receivables and inventories only partially offset by the increase in trade payables.
Net investment activity during the period showed a lower absorption of cash of Euro 54,643 thousand compared to the same period in the previous year, mainly due to investments in financial assets in the first three months of 2024 of Euro 75,679 thousand compared to disinvestments of Euro 28,760 thousand in the corresponding period of 2025. We also note that the quarter ended 31 March 2025 was penalized by the payment of Euro 40,497 thousand for the purchase of the whole blood business unit of Haemonetics and by the payment of part of the earn out to the seller of the Haemotronic group for Euro 10,000 thousand.
Indicators
The Group's principal economic and financial indicators and other indicators at 31 March 2025 and 31 March 2024 are listed below.
| Period ended 31 March | ||
|---|---|---|
| (in thousands of Euro) | 2025 | 2024 |
| ROE (net profit/total net shareholders' equity) | 2% | 11% |
| ROI (EBIT from ordinary operations/net invested capital) | 10% | 10% |
| ROS (EBIT from ordinary operations/ordinary total revenues) | 17% | 16% |
| EBITDA | 25,081 | 24,282 |
| Adjusted EBITDA | 25,784 | 24,309 |
| Net interest expense (excluding exchange gains / losses and interest for discounting earn out) |
(2,801) | (3,975) |
| Net financial debt | (275,637) | (331,283) |
| Net financial position | (254,604) | (303,576) |
| Total intangible fixed assets/Total fixed assets | 71% | 74% |
| Total intangible fixed assets/Total assets | 51% | 48% |
| Acid test (short-term assets/short-term liabilities) | 1.0 | 1.0 |
| Net interest expense / payables to lenders | 3.7% | 3.5% |
| Indebtedness ratio (net financial indebtedness/shareholders' equity) | 0.62 | 0.95 |
| Net financial position/shareholders' equity | 0.57 | 0.87 |
| EBITDA/Interest | 8.95 | 6.11 |
| Adjusted EBITDA/Interest | 9.21 | 6.12 |
| Net financial position/EBITDA | 2.54 | 3.13 |
| Net financial position/adjusted EBITDA | 2.47 | 3.12 |
| Net financial debt / EBITDA | 2.75 | 3.41 |
| Net financial indebtedness/adjusted EBITDA | 2.67 | 3.41 |
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.
It should be noted that, with reference to the period ended 31 March 2025, the main investments concerned the production plants in Italy, the plants in the United States of America, the United Kingdom and in Mexico, in addition to the construction of a new production plant in Suzhou, China.
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.
| Period ended 31 March | ||
|---|---|---|
| (in thousands of Euro) | 2025 | 2024 |
| Research and development costs | 5,272 | 6,370 |
| Research and development costs/revenues from contracts with customers | 4.9% | 6.1% |
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 quarter of 2025.
Starting from 8 October 2021, the Company launched the buyback program authorised by the Shareholders' Meeting of 27 April 2021. In September 2024, GVS SpA, renewed under the same terms and conditions, in implementation of the shareholders' resolution authorising the purchase and disposal of treasury shares of 7 <ay 2024, the appointment on 18 September 2023 of 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 SpA lasts for 12 months, starting on 19 September 2024, 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 31 March 2025, the Company held 314,022 treasury shares representing a total stake of 0.17% 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.
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 interim 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, consolidated fiscal | ||||||
| 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 consolidated financial statements, the Company 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.
Significant events occurring during the period
On 14 January 2025, GVS successfully completed the acquisition of Haemonetics' whole blood assets, in line with terms entered into on 3 December 2024. The purchase price paid at closing, which reflects the price adjustment mechanism and subject to potential further adjustments in accordance with the terms of the acquisition agreement, amounted to Euro 42,450 thousand, on a cash free/debt free basis, and includes the warehouse relating to the whole blood business and the real estate property of the Covina production plant, in addition to specific plant and machinery. In addition to the purchase price, paid to the seller at closing for Euro 40,497 thousand and for the amount of Euro 1,952 thousand, already paid to the seller as a deposit in previous years, the group recorded a payable for earn out of Euro 14,238 thousand, payable by February 2028 in various annual tranches. The economic effects of the acquired assets have been recorded in the consolidated financial statements since the closing date.
Events subsequent to the close of the period
In April 2025, GVS SpA entered into four interest rate swap-type derivative contracts with Mediobanca - Banca di Credito Finanziario SpA, Unicredit SpA and the Credit Agricole Italia SpA group for a total nominal amount of Euro 127,500 thousand, aimed at fully hedging the risk of fluctuation of the interest rates of part of the loan granted by the same credit institutions in the course of 2022. Such derivative financial instruments, having a decreasing nominal value equal to the nominal value of the hedged items, guarantee a fixed interest rate for the entire duration of the loan.
Business outlook
During first quarter of 2025, the GVS Group continued on its path of continuous improvement in economic and financial performance, focusing its strategy on:
- the full integration within the new Transfusion Medicine subdivision of the whole blood business acquired by Haemonetics earlier this year;
- the continuation of industrial efficiency actions, aimed at supporting further improvement of the Group's margins;
- the implementation of the new organisational structure of the Healthcare & Life Sciences division, aimed at maximising the growth potential of the various markets.
With regard to the potential impact of the new tariffs recently introduced by the US administration, it should be noted that:
- the new tariff environment represents an opportunity for GVS, thanks to the local-for-local business model and the consolidated US manufacturing platform (6 US factories);
- GVS is in discussion with several customers who are considering relocating productions in the United States and Mexico;
- the new tariffs currently in force are expected to have a limited impact on the Group's FY 2025 results, amounting to approximately 50 basis points of normalised EBITDA margin, assuming the absence of corrective actions by the Company (such as price increases or shifts in production in American production plants);
- the Group's trade flows between Mexico and the United States are currently exempt from any tariffs, as they are in compliance with the USMCA Treaty.
Following the results achieved in the first three months, the Company confirms the forecasts for the 2025 financial year results announced at the time of approval of the 2024 financial statements, equal to:
- mid-to-high single digit growth in consolidated turnover compared with 2024, gradually accelerating during the year thanks to the gradual integration of revenues from the whole blood business;
- a normalised EBITDA margin increasing between 150 and 250 basis points compared to 2024;
- A leverage ratio of below 2x as of 31 December 2025.
Zola Predosa, 15 May 2025
For the Board of Directors
Massimo Scagliarini
Chief Executive Officer
FINANCIAL STATEMENTS AS AT 31 MARCH 2025
Consolidated statement of assets and liabilities*
| (in thousands of Euro) | As at 31 March 2025 | As at 31 December 2024 |
|---|---|---|
| ASSETS | ||
| Non-current assets | ||
| Intangible assets | 460,590 | 472,940 |
| Right of use assets | 22,104 | 23,389 |
| Tangible assets | 166,231 | 133,756 |
| Deferred tax assets | 889 | 859 |
| Non-current financial assets | 1,461 | 3,422 |
| Non-current derivative financial instruments | 887 | 1,877 |
| Total non-current assets | 652,162 | 636,243 |
| Current assets | ||
| Inventories | 106,102 | 80,542 |
| Trade receivables | 65,382 | 55,368 |
| Assets from contracts with customers | 1,179 | 1,561 |
| Current tax receivables | 9,373 | 10,768 |
| Other receivables and current assets | 15,093 | 11,893 |
| Current financial assets | 2,437 | 30,985 |
| Current derivative financial instruments | 257 | - |
| Cash and cash equivalents | 56,076 | 102,991 |
| Total current assets | 255,899 | 294,108 |
| TOTAL ASSETS | 908,061 | 930,351 |
| SHAREHOLDERS' EQUITY AND LIABILITIES | ||
| Share capital | 1,892 | 1,892 |
| Reserves | 441,195 | 415,917 |
| Net income | 1,880 | 33,370 |
| Group net shareholders' equity | 444,967 | 451,179 |
| Shareholders' equity attributable to non-controlling interests | 42 | 52 |
| Total shareholders' equity | 445,009 | 451,231 |
| Non-current liabilities | ||
| Liabilities for the purchase of equity investments and non-current earn out | 15,376 | 8,245 |
| Non-current financial liabilities | 223,519 | 246,021 |
| Non-current leasing liabilities | 12,841 | 14,138 |
| Deferred tax liabilities | 28,917 | 29,937 |
| Provisions for employee benefits | 2,953 | 2,924 |
| Provisions for risks and charges | 6,121 | 6,648 |
| Total non-current liabilities | 289,727 | 307,913 |
| Current liabilities | ||
| Liabilities for the purchase of equity investments and current earn out | 15,420 | 19,346 |
| Current financial liabilities | 58,763 | 57,221 |
| Current leasing liabilities | 7,620 | 8,034 |
| Provisions for current risks and charges | 820 | 500 |
| Current derivative financial instruments | 60 | 382 |
| Trade payables | 46,310 | 42,542 |
| Liabilities from contracts with customers | 4,929 | 5,868 |
| Current tax payables | 8,684 | 10,159 |
| Other current payables and liabilities | 30,719 | 27,155 |
| Total current liabilities | 173,325 | 171,207 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 908,061 | 930,351 |
(*) Pursuant to CONSOB Resolution No. 15519 of 27 July 2016, the effects of transactions with related parties on consolidated statement of assets and liabilities are highlighted in the attached tables.
Consolidated income statement*
| Quarter ended | |||||
|---|---|---|---|---|---|
| (in thousands of Euro) | Notes | 31 March | |||
| 2025 | 2024 | ||||
| Revenue from contracts with customers | 5.1 | 107,205 | 103,886 | ||
| Other operating income | 5.2 | 1,330 | 1,505 | ||
| Total revenues | 108,535 | 105,391 | |||
| Purchases and consumption of raw materials, semi-products and finished products | 5.3 | (31,950) | (31,780) | ||
| Personnel costs | 5.4 | (34,254) | (33,537) | ||
| Service costs | 5.5 | (15,832) | (14,199) | ||
| Other operating costs | 5.6 | (1,418) | (1,593) | ||
| EBITDA | 25,081 | 24,282 | |||
| Net impairment losses on financial assets | (131) | (191) | |||
| Amortisation, depreciation and write-downs | 5.7 | (11,033) | (10,961) | ||
| EBIT | 13,917 | 13,130 | |||
| Financial income | 5.8 | 158 | 5,077 | ||
| Financial costs | 5.8 | (11,571) | (5,710) | ||
| Pre-tax result | 2,504 | 12,497 | |||
| Income tax | 5.9 | (631) | (3,054) | ||
| Net income | 1,873 | 9,443 | |||
| Group's share | 1,880 | 9,436 | |||
| Minority share | (7) | 7 | |||
| Basic net profit per share (in Euro) | 5.10 | 0.01 | 0.05 | ||
| Diluted net profit per share (in Euro) | 5.10 | 0.01 | 0.05 |
(*) Pursuant to CONSOB Resolution No. 15519 of 27 July 2016, the effects of transactions with related parties on consolidated income statement are highlighted in the attached tables.
Comprehensive consolidated income statement
| Quarter ended 31 March | |||||
|---|---|---|---|---|---|
| (in thousands of Euro) | 2025 | 2024 | |||
| Net income | 1,873 | 9,443 | |||
| Other components of the comprehensive income statement which will be reclassified in the income statement in subsequent years |
|||||
| Profits (losses) on cash flow hedges | (990) | (833) | |||
| Effect of taxation | 238 | 200 | |||
| Difference due to conversion of financial statements in foreign currency | (7,758) | 3,373 | |||
| (8,510) | 2,740 | ||||
| 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 | - | - | |||
| Effect of taxation | - | - | |||
| - | - | ||||
| Total other components in the comprehensive income statement | (8,510) | 2,740 | |||
| Comprehensive net profit | (6,637) | 12,183 | |||
| Group's share | (6,626) | 12,177 | |||
| Minority share | (11) | 6 |
Prospectus of changes in consolidated shareholders' equity
| Reserves | Shareholders' | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (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 |
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 | - | - | - | - | - | - | - | - | 9,436 | 9,436 | 7 | 9,443 |
| Total other components in the comprehensive income statement | - | - | - | - | 3,373 | - | - | (633) | - | 2,740 | (1) | 2,739 |
| Comprehensive net profit | - | - | - | - | 3,373 | - | - | (633) | 9,436 | 12,177 | 6 | 12,183 |
| Allocation of net profit from previous year | - | - | - | - | - | - | - | 13,647 | (13,647) | - | - | - |
| Purchase of treasury shares | - | - | - | - | - | (66) | - | 30 | - | (36) | - | (36) |
| Increase in reserves for long-term incentives | - | - | - | - | - | - | - | 509 | - | 509 | - | 509 |
| As at 31 March 2024 | 1,750 | 92,770 | 350 | 64,902 | (4,303) | (2,590) | 244 | 184,540 | 9,436 | 347,099 | 33 | 347,132 |
| Reserves | Shareholders' | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (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 |
equity attributable to non controlling interests |
Total shareholders' equity |
| As at 31 December 2024 | 1,892 | 167,491 | 350 | 55,199 | 1,085 | (2,836) | 234 | 194,393 | 33,370 | 451,179 | 52 | 451,231 |
| Net income | - | - | - | - | - | - | - | - | 1,880 | 1,880 | (7) | 1,873 |
| Total other components in the comprehensive income statement | - | - | - | - | (7,755) | - | - | (752) | - | (8,507) | (3) | (8,510) |
| Comprehensive net profit | - | - | - | - | (7,755) | - | - | (752) | 1,880 | (6,627) | (10) | (6,637) |
| Allocation of net profit from previous year | - | - | - | - | - | - | - | 33,370 | (33,370) | - | - | - |
| Purchase of treasury shares | - | - | - | - | - | (28) | - | (17) | - | (45) | - | (45) |
| Increase in reserves for long-term incentives | - | - | - | - | - | - | - | 462 | - | 462 | - | 462 |
| As at 31 March 2025 | 1,892 | 167,491 | 350 | 55,199 | (6,670) | (2,864) | 234 | 227,456 | 1,880 | 444,968 | 42 | 445,009 |
Consolidated statement of cash flows*
| Quarter ended 31 March | |||
|---|---|---|---|
| (in thousands of Euro) | 2025 | 2024 | |
| Pre-tax result | 2,504 | 12,497 | |
| - Adjustment for: | |||
| Amortisation, depreciation and write-downs | 11,033 | 10,961 | |
| Capital losses / (capital gains) from sale of assets | (63) | (27) | |
| Financial costs / (income) | 11,413 | 633 | |
| Other non-monetary variations | 2,323 | 1,118 | |
| Cash flow generated / (absorbed) by operations before variations in net | |||
| working capital | 27,210 | 25,182 | |
| Variation in inventories | (7,408) | (68) | |
| Variation in trade receivables | (11,838) | (8,383) | |
| Variation in trade payables | 6,414 | 4,875 | |
| Variation in other assets and liabilities | (426) | (1,127) | |
| Use of provisions for risks and charges and for employee benefits | (1,471) | (141) | |
| Taxes paid | (3,281) | (4,207) | |
| Net cash flow generated / (absorbed) by operations | 9,200 | 16,131 | |
| Investments in tangible assets | (6,462) | (7,544) | |
| Investments in intangible assets | (1,685) | (1,896) | |
| Disposal of tangible assets | 64 | 43 | |
| Investment in financial assets | (485) | (75,679) | |
| Disinvestment in financial assets | 28,760 | - | |
| Payment for purchase of business unit net of cash on hand acquired | (50,625) | - | |
| Net cash flow generated / (absorbed) by investment | (30,433) | (85,076) | |
| Repayment of long-term financial liabilities | (21,440) | (23,095) | |
| Repayment of lease liabilities | (2,111) | (2,221) | |
| Financial costs paid | (1,652) | (2,484) | |
| Financial income collected | 158 | 963 | |
| Treasury shares | (45) | (36) | |
| Net cash flow generated/(absorbed) by financial assets | (25,091) | (26,873) | |
| Total variation in cash on hand | (46,325) | (95,817) | |
| Cash on hand at the start of the year | 102,991 | 191,473 | |
| Total variation in cash on hand | (46,325) | (95,817) | |
| Conversion differences on cash on hand | (590) | 585 | |
| Cash on hand at the end of the year | 56,076 | 96,240 |
(*) 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 CONSOLIDATED FINANCIAL STATEMENTS AT 31 MARCH 2025
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 63% of the share capital. There is no other entity exercising direction and coordination of the Company. 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 with applications primarily in the field of Healthcare & Life Sciences.
1.2 Operations performed during the periods under examination
Acquisition of Haemonetics' Whole Blood business
On 14 January 2025, GVS successfully completed the acquisition of Haemonetics' whole blood assets, in line with terms entered into on 3 December 2024. The purchase price paid at closing, which reflects the price adjustment mechanism and subject to potential further adjustments in accordance with the terms of the acquisition agreement, amounted to Euro 42,450 thousand, on a cash free/debt free basis, and includes the warehouse relating to the whole blood business and the real estate property of the Covina production plant, in addition to specific plant and machinery. In addition to the purchase price, paid to the seller at closing for Euro 40,497 thousand and for the amount of Euro 1,952 thousand, already paid to the seller as a deposit in previous years, the group recorded a payable for earn out of Euro 14,238 thousand, payable by February 2028 in various annual tranches. The economic effects of the acquired assets have been recorded in the consolidated financial statements since the closing date. We therefore note that the income statement and statement of financial position data at 31 March 2025 are not fully comparable with the income statement and statement of financial position data for the previous year.
2. Structure and content of the consolidated financial statements
2.1 Preparation basis
The Interim Report on Operations as at 31 March 2025 was prepared in accordance with the measurement and valuation criteria established by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission in accordance with the procedure set out in Art. 6 of Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002, while for the purposes of the information provided in this report reference was made to Article 154-ter of Legislative Decree 24 February 1998 No. 58.
The accounting standards adopted for this interim report are the same as those used to prepare the annual consolidated financial statements closing at 31 December 2024, 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 2025, 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.
For comparison purposes, the consolidated financial statements at 31 March 2025 show, for the income statement the figures related to the first three months of 2024, while for the balance sheet the balances for the year ended 31 December 2024.
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.
The currency in which the Company operates and uses for presentations is the Euro.
The statements and tables contained in this periodic report are shown in thousands of Euros.
The Interim Report on Operations is not subject to audit.
With reference to business continuity, it should be noted that the Group's economic and financial performance as at 31 March 2025, are in line with the initial expectations of the budget. It should also be noted that cash and cash equivalents at 31 March 2025, amounting to Euro 56.1 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 Interim Report on Operations 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 performance in the first three months of 2025, please read the Directors' Report on Operations.
2.2 Consolidation criteria and methods
The interim report on operations includes the statement of financial position and the statement of profit and loss of the Company and its subsidiaries, 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 | Currency | Share capital at 31 March 2025 |
Direct owner | As at 31 March 2025 |
As at 31 December 2024 |
| 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 - Suzhou (PRC) | CNY | 250,000 | GVS Technology (Suzhou) Co. Ltd. | 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% |
| EG Filtros Ltda | Brazil - Limeira, São Paulo | BRL | 90,000 | GVS do Brasil Ltda | 100.00% | 100.00% |
| 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 | 1,300 | GVS SpA | 100.00% | 100.00% |
| GVS Japan KK | Japan - Tokyo | JPY | 86,408,313 | 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 | 1,000,000 | 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% |
| 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% |
| 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 | 111,757,543 | 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 Vietnam Company Limited | Vietnam - Ho Chi Minh City | VND | 449,800,000 | GVS SpA | 100.00% | 100.00% |
| GVS Technology Singapore PTE. LTD. | Singapore | SGD | 500,000 | GVS SpA | 100.00% | 100.00% |
| Haemotronic SpA | Italy - Mirandola (MO) | EUR | 5,040,000 | GVS SpA | 100.00% | 100.00% |
| GVS TM 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% |
Note that as of the date of the consolidated interim financial statements at 31 March 2025, all companies included in the consolidation area are consolidated using the full consolidation method.
We note that on 14 January 2025, GVS completed the acquisition of Haemonetics' whole blood assets, in line with terms entered into on 3 December 2024. The economic effects of the acquired assets have been recorded in the consolidated financial statements since the closing date. Consequently, the income statement and statement of financial position data at 31 March 2025 are not fully comparable with the income statement and statement of financial position data for the previous year. In 2025, GVS Fortune Holding LTD, Goodman Brands LLC, RPB Safety LTD, GVS Logistics Management (Shanghai) CO. LTD were sold and HTMEX Inc. changed its name to GVS TM Inc.
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 31 March 2025 | As at 31 December 2024 | Quarter ended 31 March | |
|---|---|---|---|---|
| 2025 (average) | 2024 (average) | |||
| Brazilian real | 6.2507 | 6.4253 | 6.1647 | 5.3752 |
| Argentine peso | 1,158.1498 | 1,070.8061 | 1,110.3882 | 906.0238 |
| Chinese renminbi | 7.8442 | 7.5833 | 7.6551 | 7.8044 |
| American dollar | 1.0815 | 1.0389 | 1.0523 | 1.0856 |
| Hong Kong dollar | ND | 8.0686 | ND | 8.4902 |
| Japanese yen | 161.6000 | 163.0600 | 160.4525 | 161.2023 |
| Korean won | 1,594.7100 | 1,532.1500 | 1,528.3330 | 1,444.371 |
| Russian ruble | 89.7980 | 117.7300 | 98.4978 | 98.6959 |
| Turkish lira | 41.0399 | 36.7372 | 38.2093 | 33.6188 |
| Mexican peso | 22.0627 | 21.5504 | 21.4988 | 18.4466 |
| Romanian ron | 4.9771 | 4.9743 | 4.9763 | 4.9735 |
| Indian rupee | 92.3955 | 88.9335 | 91.1378 | 90.1387 |
| Malaysian ringitt | 4.7992 | 4.6454 | 4.6806 | 5.1287 |
| New Zealand dollar | ND | 1.8532 | ND | 1.772 |
| Thai baht | 36.7060 | 35.6760 | 35.7222 | 38.7346 |
| Vietnamese dong | 27.654 | 26,478 | 26.748 | 26.670 |
| British pound | 0.8354 | 0.8292 | 0.8357 | 0.8562 |
| Singapore dollar | 1.4519 | 1.4164 | 1.4186 | 1.4552 |
Consolidation is carried out by using the line-by-line method, which consists of the inclusion of all assets and liabilities in their entirety. Subsidiaries are consolidated from the date on which control is effectively transferred to the Group, and cease to be consolidated on the date on which control is transferred outside the Group. The assets and liabilities, expenses and income of companies consolidated on a line-by-line basis are fully included in the consolidated financial statements. The book value of equity investments is eliminated against the corresponding portion of shareholders' equity of the investee companies by assigning to the individual assets and liabilities their current value at the date of acquisition of control (acquisition method as defined by IFRS 3 "Business Combinations"). Any residual difference, if positive, is recorded at the asset item "Goodwill"; if negative, on the income statement. Reciprocal payables and receivables, costs and revenues between consolidated companies and the effects of all significant transactions between them are eliminated. Minority interests in equity and results for the period are shown separately in the consolidated shareholders' equity and income statement: such an interest is determined on the basis of the percentage they hold in the fair values of assets and liabilities recognised at the original acquisition date and in the changes in equity after that date. Subsequently, profits and losses are attributed to minority shareholders according to the percentage held by them and losses are attributed to minority shareholders even if this implies that minority interests have a negative balance. Changes in the parent company's interest in a subsidiary that do not result in the loss of control are entered in the accounts as equity transactions. If the parent company loses control of a subsidiary, it eliminates the assets (including any goodwill) and liabilities of the subsidiary, eliminates the book values of any non-controlling interest in the former subsidiary, eliminates cumulative exchange differences recognised in equity, recognises the fair value of the consideration received, recognises the fair value of any retained interest in the former subsidiary, recognises any gain or loss in profit or loss, and finally reclassifies the parent company's share of the components previously recognised in comprehensive income to the income statement or loss or retained earnings, as appropriate.
3. Valuation criteria
The valuation criteria used for the purposes of preparing the consolidated financial statements for the period ended 31 March 2025 are in line with the provisions of the IFRS adopted by the European Union. Please refer to the content of the 2024 Annual Financial Report as regards the reference international accounting standards and the criteria for preparing the aforementioned accounting schedules chosen by the Group.
4. Estimates and assumptions
The preparation of this Report requires the Directors to make estimates and assumptions that affect the values of costs, assets and liabilities on the financial statements. If in the future these estimates and assumptions, which are based on management's best valuation, should differ from the actual circumstances, they will be modified appropriately in the period in which the circumstances change. It should also be noted that certain valuation processes, in particular the more complex ones such as the determination of any impairment of fixed assets, are generally carried out in full only at the time of preparation of the annual financial statements, when all the necessary information is available, except in cases where there are impairment indicators that require an immediate assessment of any loss in value.
5. Explanatory Notes to the main consolidated income statement items
5.1 Revenue from contracts with customers
On 14 January 2025, GVS completed the acquisition of the whole blood assets of Haemonetics and in order to reflect the Group's strengthened presence in the whole blood market and maximise the commercial effort to meet the needs of new and existing customers, as of 1 January 2025, GVS's Healthcare and Life Sciences division is reorganised into the following three sub-divisions:
• MedTech, combining existing Liquid and Air & Gas subdivisions, with the addition of turnover related to the sale of membranes (previously included in the Laboratory subdivision) and excluding STT product lines (merged into Transfusion Medicine)
• Transfusion Medicine which includes the new whole blood business acquired by Haemonetics and STT product lines;
• Life Sciences, replacing the current Laboratory segment, net of membrane sales (merged in MedTech).
The organisational change was reflected in GVS's segment reporting from the first quarter of 2025. In addition, for the Energy and Mobility and Health & Safety divisions (the latter has changed its name to Safety) the previous subdivisions have been eliminated and are monitored from a commercial standpoint as a whole.
The table below breaks down revenues from contracts with customers by division in the periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Medtech | 54,104 | 55,054 | ||
| Transfusion Medicine | 16,445 | 10,848 | ||
| Life Sciences | 2,818 | 3,241 | ||
| Healthcare & Life Sciences | 73,367 | 69,143 | ||
| Safety | 19,177 | 18,275 | ||
| Energy & Mobility | 14,661 | 16,468 | ||
| Revenue from contracts with customers | 107,205 | 103,886 |
During the three months of 2025, GVS achieved consolidated revenues of Euro 107.3 million, an increase of Euro 3.3 million compared to the revenues recorded during the three months of 2024, thanks to the contribution of the Transfusion Medicine division, whose growth due to the acquisition of the whole blood business of Haemonetics, more than offset the reduction highlighted in the Energy & Mobility division.
For further information on the trend in turnover compared with the same period 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 periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Business-to-business (BTB) | 81,726 | 79,282 | |
| Business-to-consumer (BTC) | 25,479 | 24,605 | |
| Revenue from contracts with customers | 107,205 | 103,886 |
The table below breaks down revenues from contracts with customers by geographic area in the periods ending on 31 March 2025 and 31 March 2024.
| Quarter ended 31 March | |||
|---|---|---|---|
| (in thousands of Euro) | 2025 | 2024 | |
| North America | 48,108 | 47,592 | |
| Europe | 29,286 | 29,096 | |
| Asia | 20,487 | 19,403 | |
| Other countries | 9,324 | 7,795 | |
| Revenue from contracts with customers | 107,205 | 103,886 |
5.2 Other operating income
The table below breaks down other operating income for the periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Contributions for operating expenses | 298 | 664 | |
| Release of provision for risks | - | 250 | |
| Recovery and chargeback | 651 | 196 | |
| Insurance refunds | 4 | 125 | |
| Recovery of scrap | 47 | 65 | |
| Capital gains on sales | 63 | 27 | |
| Other | 267 | 178 | |
| Other operating income | 1,330 | 1,505 |
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.
As at 31 March 2024, the release of the provision for risks of Euro 250 thousand was recognised as a result of the downsizing of a specific dispute relating to Haemotronic SpA, arising before the acquisition. Following consultation with the legal advisors, it was decided to partially release the fund and account for the relevant non-recurring income.
5.3 Purchases and consumption of raw materials, semi-products and finished products
The table below breaks down purchases and consumption of raw materials, semi-finished goods and finished products in the periods ending on 31 March 2025 and 31 March 2024.
| Quarter ended 31 March | ||
|---|---|---|
| (in thousands of Euro) | 2025 | 2024 |
| Purchases of raw materials | 37,506 | 35,323 |
| Variation in inventories of products in progress, semi-finished goods and finished products | (1,124) | (2,149) |
| Variation in inventories of raw materials, subsidiary materials and goods | (4,432) | (1,394) |
| Purchases and consumption of raw materials, semi-products and finished products | 31,950 | 31,780 |
The reduction at 31 March 2025 in the incidence of costs for purchases and consumption of raw materials, semi-finished products and finished products on revenues from contracts with customers was mainly due to the contribution of the actions aimed at recovering profitability implemented by the Group, net of the higher costs due to the acquisition of the whole blood business unit of Haemonetics.
5.4 Personnel costs
The table below breaks down personnel costs in the periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | |
|---|---|---|
| 2025 | 2024 | |
| Salaries and wages | 25,700 | 25,461 |
| Social security contributions | 7,488 | 7,430 |
| Cost of termination indemnity | 529 | 554 |
| Other costs | 537 | 92 |
| Personnel costs | 34,254 | 33,537 |
The increase in personnel costs during the period ended 31 March 2025 compared with the same period in the previous year is mainly due to higher costs due to the acquisition of the whole blood business unit of Haemonetics.
Personnel costs for the period ended 31 March 2025 include Euro 537 thousand of non-recurring expenses relating to the ongoing reorganisation process within the Group.
5.5 Service costs
The table below breaks down service costs in the periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | |
|---|---|---|
| 2025 | 2024 | |
| Utilities and cleaning services | 3,988 | 3,713 |
| Maintenance | 1,346 | 1,578 |
| Transportation | 2,397 | 1,719 |
| Consulting services | 1,180 | 1,020 |
| Travel and lodging | 912 | 743 |
| Subcontracting | 1,253 | 1,141 |
| Marketing and trade fairs | 452 | 372 |
| Insurance | 554 | 505 |
| Services related to personnel | 631 | 645 |
| Commissions | 1,113 | 1,114 |
| Directors' fees | 733 | 757 |
| Other services | 1,273 | 892 |
| Service costs | 15,832 | 14,199 |
The increase in service costs during the period ended 31 March 2025 compared with the same period in the previous year is mainly due to higher costs due to the acquisition of the whole blood business unit of Haemonetics.
5.6 Other operating costs
The table below breaks down other operating costs in the periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Leasing costs | 640 | 539 | |
| Indirect taxation | 414 | 314 | |
| Membership fees and charity contributions | 48 | 136 | |
| Allocation to provision for risks | 263 | - | |
| Lower compensation from counterparty | - | 250 | |
| Other minor costs | 53 | 354 | |
| Other operating costs | 1,418 | 1,593 |
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.
Other operating costs, for the period ended 31 March 2025, include non-recurring expenses relating to costs allocated to the provision for the relocation and rationalisation of the Group's production sites (totalling Euro 263 thousand).
Other operating costs, for the period ended 31 March 2024, include the cost of downsizing the indemnity to be obtained from the seller of Haemotronic SpA, for a specific dispute, for which the special provision for risks was issued in the same amount (see paragraph 5.2).
5.7 Amortisation, depreciation and write-downs
The table below breaks down amortisation, depreciation and writedowns in the periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | |
|---|---|---|
| 2025 | 2024 | |
| Amortisation and write-downs of intangible assets | 5,518 | 4,898 |
| Depreciation and write-downs of tangible assets | 3,875 | 4,098 |
| Amortisation and write-downs of right of use assets | 1,640 | 1,965 |
| Amortisation, depreciation and write-downs | 11,033 | 10,961 |
5.8 Financial income and costs
The table below breaks down financial income in the periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Net profits on exchanges | - | 4,114 | |||
| Other financial income | 158 | 963 | |||
| Financial income | 158 | 5,077 |
The table below breaks down financial costs in the periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Interest on bonded loans | - | 73 | |||
| Interest on loans | 2,487 | 4,031 | |||
| Net losses on exchanges | 8,333 | - | |||
| Interest on leasing liabilities | 168 | 163 | |||
| Amortised cost | 146 | 124 | |||
| Interest payable to parent companies | - | 528 | |||
| Interest for discounting for earn out | 279 | 772 | |||
| Other financial costs | 158 | 19 | |||
| Financial costs | 11,571 | 5,710 |
Financial costs and income in the periods ending 31 March 2025 and 31 March 2024, include the losses and the net unrealized exchange gains 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., GVS TM Inc. and GVS Filter Technology de Mexico.
5.9 Annual income tax
The table below breaks down annual income tax in the periods ending on 31 March 2025 and 31 March 2024.
| (in thousands of Euro) | Quarter ended 31 March | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Current taxes | 1,603 | 2,997 | ||
| Deferred taxes | (989) | 63 | ||
| Taxes pertaining to previous financial years | 17 | (6) | ||
| Income tax | 631 | 3,054 |
In accordance with the provisions of IAS 34, income taxes are recognised on the basis of management's estimate of the weighted average expected annual effective tax rate for the entire year, equal to 25.2% for the period ended 31 March 2025 (24.4% for the period ended 31 March 2024).
5.10 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.
| Quarter ended 31 March | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Group's share of net profit (in thousands of Euro) | 1,880 | 9,436 | ||
| Weighted average number of shares in circulation | 188,876,709 | 174,758,858 | ||
| Profit per share (in Euro) | 0.01 | 0.05 |
Diluted earnings per share at 31 March 2025 was positive at 0.01 (positive at €0.05 at 31 March 2024) 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.
6. Non-recurring revenues and operating costs
Non-recurring income and expenses for the period ended 31 March 2025 refer to: (i) the income resulting from the indemnification to be obtained from Haemonetics to repay the redundancy incentives recognised and allocated after the acquisition of the whole blood business unit (Euro 370 thousand); (ii) costs relating to Group personnel following the ongoing reorganisation process (Euro 537 thousand), (iii) consultancy costs and miscellaneous services received on an exceptional basis relating to the acquisition of the whole blood business of Haemonetics (Euro 273 thousand); (iv) costs allocated to the reorganisation fund mainly relating to the Puerto Rico plant (Euro 263 thousand in total); (v) depreciation of the intangible and tangible assets recognised following the purchase price allocation of the Kuss, RPB, Haemotronic and STT groups (Euro 4,136 thousand) and finally (v) interest recognised following the discounting of payables for earn out for the acquisitions of the STT group and of the whole blood business unit of Haemotronic (Euro 279 thousand), net of the related tax effect.
Non-recurrent proceeds and charges in the period ending on 31 March 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 250 thousand); (ii) costs relating to Group personnel following the ongoing reorganisation process (totalling Euro 27 thousand), (iii) the 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 250 thousand); (iv) amortisation of intangible and tangible assets recognised following the purchase price allocation of the Kuss, RPB, Haemotronic and STT groups (Euro 4,006 thousand) and finally (v) interest recognised following the discounting of payables for earn out for acquisitions of the STT and Haemotronic groups (Euro 772 thousand), net of the related tax effect.
Additional information
Economic transactions between group companies are carried out at market prices and are eliminated in the consolidation process. Transactions carried out by Group companies with related parties, which according to IAS 24 are companies and persons able to exercise control, joint control or significant influence over the Group and its subsidiaries, are part of the ordinary course of business and are settled at market conditions. With reference to the provisions of Article 150, 1st paragraph of Legislative Decree no. 58 of 24 February 1998, no transactions potentially in conflict of interest with Group companies were carried out by members of the Board of Directors.
ATTACHED TABLES
Consolidated statement of financial position, with indication of the amount of positions with related parties.
| (in thousands of Euro) | As at 31 March 2025 |
of which with related parties |
percentag e |
As at 31 Decembe r 2024 |
of which with related parties |
percentag e |
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Non-current assets | ||||||
| Intangible assets | 460,590 | 472,940 | ||||
| Right of use assets | 22,104 | 3,891 | 17.6% | 23,389 | 4,410 | 18.9% |
| Tangible assets | 166,231 | 5 | 0.0% | 133,756 | 6 | 0.0% |
| Deferred tax assets | 889 | 859 | ||||
| Non-current financial assets | 1,461 | 3,422 | ||||
| Non-current derivative financial instruments | 887 | 1,877 | ||||
| Total non-current assets | 652,162 | 636,243 | ||||
| Current assets | ||||||
| Inventories | 106,102 | 80,542 | ||||
| Trade receivables | 65,382 | 80 | 0.1% | 55,368 | 169 | 0.3% |
| Assets from contracts with customers | 1,179 | 1,561 | ||||
| Current tax receivables | 9,373 | 7,330 | 78.2% | 10,768 | 7,561 | 70.2% |
| Other receivables and current assets | 15,093 | 11,893 | ||||
| Current financial assets | 2,437 | 30,985 | ||||
| Current derivative financial instruments | 257 | - | ||||
| Cash and cash equivalents | 56,076 | 102,991 | ||||
| Total current assets | 255,899 | 294,108 | ||||
| TOTAL ASSETS | 908,061 | 930,351 | ||||
| SHAREHOLDERS' EQUITY AND LIABILITIES | ||||||
| Share capital | 1,892 | 1,892 | ||||
| Reserves | 441,195 | 415,917 | ||||
| Net income | 1,880 | 33,370 | ||||
| Group net shareholders' equity | 444,967 | 451,179 | ||||
| Shareholders' equity attributable to non-controlling interests | 42 | 52 | ||||
| Total shareholders' equity | 445,009 | 451,231 | ||||
| Non-current liabilities | ||||||
| Debt for the purchase of equity investments and earn out | 15,376 | 8,245 | ||||
| Non-current financial liabilities | 223,519 | 246,021 | ||||
| Non-current leasing liabilities | 12,841 | 1,643 | 12.8% | 14,138 | 2,249 | 15.9% |
| Deferred tax liabilities | 28,917 | 29,937 | ||||
| Provisions for employee benefits | 2,953 | 238 | 8.0% | 2,924 | 207 | 7.1% |
| Provisions for risks and charges | 6,121 | 6,648 | ||||
| Total non-current liabilities | 289,727 | 307,913 | ||||
| Current liabilities | ||||||
| Debt for the purchase of equity investments and earn out | 15,420 | 19,346 | ||||
| Current financial liabilities | 58,763 | 1,130 | 1.9% | 57,221 | 2,041 | 3.6% |
| Current leasing liabilities | 7,620 | 2,166 | 28.4% | 8,034 | 2,402 | 29.9% |
| Provisions for current risks and charges | 820 | 500 | ||||
| Current derivative financial instruments | 60 | 382 | ||||
| Trade payables | 46,310 | 3 | 0.0% | 42,542 | ||
| Liabilities from contracts with customers | 4,929 | 5,868 | ||||
| Current tax payables | 8,684 | 8,933 | 102.9% | 10,159 | 7,398 | 72.8% |
| Other current payables and liabilities | 30,719 | 3,343 | 10.9% | 27,155 | 2,696 | 9.9% |
| Total current liabilities | 173,325 | 171,207 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 908,061 | 930,351 |
Consolidated income statement, with indication of the amount of positions with related parties.
| The 3-month period closed on 31 March | ||||||
|---|---|---|---|---|---|---|
| (in thousands of Euro) | 2025 | of which with related parties |
percentage | 2024 | of which with related parties |
percentage |
| Revenue from contracts with customers | 107,205 | 103,886 | ||||
| Other operating income | 1,330 | 76 | 5.7% | 1,505 | 70 | 4.6% |
| Total revenues | 108,535 | 105,391 | ||||
| Purchases and consumption of raw materials, semi-products and finished products |
(31,950) | (31,780) | ||||
| Personnel costs | (34,254) | (1,549) | 4.5% | (33,537) | (1,398) | 4.2% |
| Service costs | (15,832) | (687) | 4.3% | (14,199) | (707) | 5.0% |
| Other operating costs | (1,418) | (1,593) | ||||
| EBITDA | 25,081 | 24,282 | ||||
| Net impairment losses on financial assets | (131) | (191) | ||||
| Amortisation, depreciation and write-downs | (11,033) | (597) | 5.4% | (10,961) | (678) | 6.2% |
| EBIT | 13,917 | 13,130 | ||||
| Financial income | 158 | 5,077 | ||||
| Financial costs | (11,571) | (54) | 0.5% | (5,710) | (554) | 9.7% |
| Pre-tax result | 2,504 | 12,497 | ||||
| Income tax | (631) | (3,054) | ||||
| Net income | 1,873 | 9,443 | ||||
| Group's share | 1,880 | 9,436 | ||||
| Minority share | (7) | 7 |
Consolidated statement of cash flows, with indication of the amount of positions with related parties.
| The 3-month period closed on 31 March | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of Euro) | 2025 | of which with related parties |
percentage | 2024 | of which with related parties |
percentage | ||
| Pre-tax result | 2,504 | (2,811) | -112.3% | 12,497 | (3,267) | -26.1% | ||
| - Adjustment for: | ||||||||
| Amortisation, depreciation and write-downs | 11,033 | 597 | 5.4% | 10,961 | 678 | 6.2% | ||
| Capital losses / (capital gains) from sale of assets | (63) | (27) | ||||||
| Financial costs / (income) | 11,413 | 54 | 0.5% | 633 | 554 | 87.5% | ||
| Other non-monetary variations | 2,323 | 31 | 1.3% | 1,118 | 31 | 2.8% | ||
| Cash flow generated / (absorbed) by operations before variations in net working capital |
27,210 | 25,182 | ||||||
| Variation in inventories | (7,408) | (68) | ||||||
| Variation in trade receivables | (11,838) | 89 | -0.8% | (8,383) | 22 | -0.3% | ||
| Variation in trade payables | 6,414 | 3 | 4,875 | |||||
| Variation in other assets and liabilities | (426) | 646 | -151.9% | (1,127) | 404 | -35.9% | ||
| Use of provisions for risks and charges and for employee benefits |
(1,471) | (141) | ||||||
| Taxes paid | (3,281) | 855 | -26.1% | (4,207) | 106 | -2.5% | ||
| Net cash flow generated / (absorbed) by operations | 9,200 | 16,131 | ||||||
| Investments in tangible assets | (6,462) | (7,544) | ||||||
| Investments in intangible assets | (1,685) | (1,896) | ||||||
| Disposal of tangible assets | 64 | 43 | ||||||
| Investment in financial assets | (485) | (75,679) | ||||||
| Disinvestment in financial assets | 28,760 | - | ||||||
| Payment for purchase of business unit net of cash on hand acquired |
(50,625) | - | ||||||
| Net cash flow generated / (absorbed) by investment | (30,433) | (85,076) | ||||||
| Repayment of long-term financial liabilities | (21,440) | (23,095) | ||||||
| Repayment of lease liabilities | (2,111) | (919) | 43.5% | (2,221) | (119) | 5.4% | ||
| Financial costs paid | (1,652) | (54) | 3.3% | (2,484) | (27) | 1.1% | ||
| Financial income collected | 158 | 963 | ||||||
| Treasury shares | (45) | (36) | ||||||
| Net cash flow generated/(absorbed) by financial assets | (25,091) | (26,873) | ||||||
| Total variation in cash on hand | (46,325) | (95,817) | ||||||
| Cash on hand at the start of the year | 102,991 | 191,473 | ||||||
| Total variation in cash on hand | (46,325) | (95,817) | ||||||
| Conversion differences on cash on hand | (590) | 585 | ||||||
| Cash on hand at the end of the year | 56,076 | 96,240 |
Consolidated income statement, with indication of the amount deriving from nonrecurring transactions.
| The 3-month period closed on 31 March | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands of Euro) | 2025 | of which non recurring |
2025 Adjusted |
percentage | 2024 | of which non recurring |
2024 Adjusted |
percentage | |
| Revenue from contracts with customers | 107,205 | 107,205 | 103,886 | 103,886 | |||||
| Other operating income | 1,330 | 370 | 960 | 27.8% | 1,505 | 250 | 1,255 | 16.6% | |
| Total revenues | 108,535 | 370 | 108,165 | 105,391 | 250 | 105,141 | |||
| Purchases and consumption of raw materials, semi products and finished products |
(31,950) | (31,950) | (31,780) | (31,780) | |||||
| Personnel costs | (34,254) | (537) | (33,717) | 1.6% | (33,537) | (27) | (33,510) | 0.1% | |
| Service costs | (15,832) | (273) | (15,559) | 1.7% | (14,199) | (14,199) | |||
| Other operating costs | (1,418) | (263) | (1,155) | 18.5% | (1,593) | (250) | (1,343) | 15.7% | |
| EBITDA | 25,081 | (703) | 25,784 | 24,282 | (27) | 24,309 | |||
| Net impairment losses on financial assets | (131) | (131) | (191) | (191) | |||||
| Amortisation, depreciation and write-downs | (11,033) | (4,136) | (6,897) | 37.5% | (10,961) | (4,006) | (6,955) | 36.5% | |
| EBIT | 13,917 | (4,839) | 18,756 | 13,130 | (4,033) | 17,163 | |||
| Financial income | 232 | 232 | 5,077 | 5,077 | |||||
| Financial costs | (11,645) | (279) | (11,366) | 2.4% | (5,710) | (772) | (4,938) | 13.5% | |
| Pre-tax result | 2,504 | (5,118) | 7,622 | 12,497 | (4,805) | 17,302 | |||
| Income tax | (631) | 1,325 | (1,956) | -210.0% | (3,054) | 1,254 | (4,308) | -41.1% | |
| Net income | 1,873 | (3,793) | 5,666 | 9,443 | (3,551) | 12,994 |
DECLARATION OF THE MANAGER RESPONSIBLE FOR THE PREPARATION OF THE COMPANY'S ACCOUNTING DOCUMENTS PURSUANT TO ARTICLE 154-BIS PARAGRAPH 2 OF LEGISLATIVE DECREE 58/98
The Manager responsible for the preparation of the Company's financial reports, Mr. Emanuele Stanco, hereby declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in these Consolidated Interim Financial Statements corresponds to the results of documents, accounting books and entries.
Zola Predosa, 15 May 2025
Emanuele Stanco
(Manager responsible for the preparation of the company's accounting documents