LANV 6-K
Lanvin Group Holdings Ltd (LANV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month of August 2025
Commission File Number: 001-41569
LANVIN GROUP HOLDINGS LIMITED
4F, 168 Jiujiang Road,
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
INCORPORATION BY REFERENCE
This current report on Form 6-K is incorporated by reference into the registration statement on Form F-3 (No. 333-276476), the post-effective amendment No. 5 to Form F-1 on Form F-3 (No. 333-269150) and the registration statement amendment No. 1 on Form F-3 (No. 333-280891) of Lanvin Group Holdings Limited and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Lanvin Group Semi-Annual Report as of and for the Six Months Ended June 30, 2025 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LANVIN GROUP HOLDINGS LIMITED | |||
| By: | /s/ Kat Yu David, Chan | ||
| Name: | Kat Yu David, Chan | ||
| Title: | Chief Financial Officer | ||
Date: August 29, 2025
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Exhibit 99.1
Lanvin Group Holdings Limited
Semi-Annual Report
As of and for the six months ended June 30, 2025
Table of Contents
| Page | |
| Certain Defined Terms | 1 |
| Introduction | 2 |
| Note on Presentation | 3 |
| Cautionary Note Regarding Forward-Looking Statements | 4 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 |
Lanvin Group Holdings
Limited Interim condensed consolidated financial statements (unaudited)
At and for the six months ended June 30, 2025 and 2024
Table of Contents
| Page | |
| Interim condensed consolidated statements of profit or loss | F-1 |
| Interim condensed consolidated statements of comprehensive loss | F-2 |
| Interim condensed consolidated statements of financial position | F-3 |
| Interim condensed consolidated statements of cash flows | F-4 |
| Interim condensed consolidated statements of changes in equity | F-5 |
| Notes to interim condensed consolidated financial statements | F-6 - F-18 |
CERTAIN DEFINED TERMS
In this report (the “Semi-Annual Report”), unless otherwise specified, the terms “we,” “us,” “our,” “Lanvin Group,” “the Company” and “our Company” refer to Fosun Fashion Group (Cayman) Limited, or FFG, and its consolidated subsidiaries, prior to the consummation of the Business Combination (as defined below) and to Lanvin Group Holdings Limited, or LGHL, and its consolidated subsidiaries following the Business Combination, as the context requires. The term “PCAC” refers to Primavera Capital Acquisition Corporation prior to the consummation of the Business Combination.
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INTRODUCTION
The interim condensed consolidated financial statements as of and for the six months ended June 30, 2025 (the “Semi-Annual Condensed Consolidated Financial Statements”) included in this Semi-Annual Report have been prepared in compliance with IAS 34 — Interim Financial Reporting as issued by the International Accounting Standards Board and as endorsed by the European Union. The accounting principles applied are consistent with those used for the preparation of the annual consolidated financial statements as of December 31, 2024 and December 31, 2023 and for each of the three years in the period ended December 31, 2024 (the “Annual Consolidated Financial Statements”), except as otherwise stated in Note 3 in the notes to the Semi-Annual Condensed Consolidated Financial Statements.
The Group’s financial information in this Semi-Annual Report is presented in Euro except that, in some instances, information is presented in U.S. dollar. All references in this report to “Euro,” “EUR” and “€” refer to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, and all references to “U.S. dollar,” “USD” and “$” refer to the currency of the United States of America (the “U.S.”).
Certain totals in the tables included in this Semi-Annual Report may not add up due to rounding.
This Semi-Annual Report is unaudited.
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NOTE ON PRESENTATION
On March 23, 2022, we entered into the Business Combination Agreement (the “Business Combination Agreement”) by and among LGHL, PCAC, FFG, Lanvin Group Heritage I Limited (“Merger Sub 1”) and Lanvin Group Heritage II Limited (“Merger Sub 2”), which was subsequently amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022. Pursuant to the Business Combination Agreement, (i) PCAC merged with and into Merger Sub 1, with Merger Sub 1 surviving and remaining as a wholly-owned subsidiary of LGHL, (ii) following the Initial Merger, Merger Sub 2 merged with and into FFG, with FFG being the surviving entity and becoming a wholly-owned subsidiary of LGHL, and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger merged with and into FFG as the surviving company of the Second Merger, with FFG surviving such merger (the “Business Combination”). For more information relating to the Business Combination, including a description of the transactions undertaken to complete the Business Combination, reference should be made to Note 1— General information to the Annual Consolidated Financial Statements in the Annual Consolidated Financial Statements.
Following the completion of the Business Combination, on December 14, 2022, our ordinary shares and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “LANV” and “LANV-WT”, respectively.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Semi-Annual Report contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and statements regarding, but not limited to, our expectations, hopes, beliefs, intention or strategies of regarding the future. You can identify these statements by forward-looking words such as “may,” “expect,” “predict,” “potential,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “plan,” “future,” “outlook,” “project,” “will,” “would” and “continue” or similar words. You should read statements that contain these words carefully because they:
| · | discuss future expectations; |
| · | contain projections of future results of operations or financial condition; or |
| · | state other “forward-looking” information. |
We believe it is important to communicate our expectations to our security holders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this Semi-Annual Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:
| · | changes adversely affecting the business in which we are engaged; |
| · | our projected financial information, anticipated growth rate, profitability and market opportunity may not be an indication of our actual results or our future results; |
| · | management of growth; |
| · | the impact of health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic on our business; |
| · | our ability to safeguard the value, recognition and reputation of our brands and to identify and respond to new and changing customer preferences; |
| · | the ability and desire of consumers to shop; |
| · | our ability to successfully implement our business strategies and plans; |
| · | our ability to effectively manage our advertising and marketing expenses and achieve the desired impact; |
| · | our ability to accurately forecast consumer demand; high levels of competition in the personal luxury products market; |
| · | disruptions to our distribution facilities or our distribution partners; |
| · | our ability to negotiate, maintain or renew our license agreements; |
| · | our ability to protect our intellectual property rights; |
| · | general economic conditions; |
| · | the result of future financing efforts; and |
| · | other factors discussed elsewhere in this Semi-Annual Report. |
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In addition, statements that “we believe” and other similar statements reflect our belief and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Semi-Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherent uncertain and investors are cautioned not to unduly rely upon these statements.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Semi-Annual Report. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section as well as any other cautionary statements contained herein. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Semi-Annual Report or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this Semi-Annual Report or elsewhere might not occur.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a global luxury fashion group with five portfolio brands, namely Lanvin, Wolford, Sergio Rossi, St. John, and Caruso. Founded in 1889, Lanvin is one of the oldest French couture houses still in operation, offering products ranging from apparel to leather goods, footwear, and accessories. Wolford, founded in 1950, is one of the largest luxury skinwear brands in the world, offering luxury legwear and bodywear, with a recent successful diversification into leisurewear and athleisure. Sergio Rossi is a highly recognized Italian shoemaker brand and has been a household name for luxury shoes since 1951. St. John is a classic, timeless and sophisticated American luxury womenswear house founded in 1962 and Caruso has been a premier menswear manufacturer in Europe since 1958. In addition to our current five portfolio brands, we are also actively looking at potential add-on acquisitions as part of our growth strategy.
Our goal is to build a leading global luxury group with unparalleled access to Asia and to provide customers with excellent products that reflect our brands’ tradition of fine craftsmanship with exclusive design content and a style that preserves the exceptional manufacturing quality for which those brands are known. This is consistently achieved through the sourcing of superior raw materials, the careful finish of each piece, and the way the products are manufactured and delivered to our customers. For the six months ended June 30, 2025 and 2024, we recorded revenues of €133.4 million and €171.0 million, respectively, net loss of €86.8 million and €69.4 million, respectively and Adjusted EBITDA of €(51.8) million and €(42.1) million, respectively.
We operate a combination of direct-to-consumer, or DTC, and wholesale channels worldwide through our extensive network of around 820 points of sale, including approximately 198 directly-operated retail stores (across our five portfolio brands) as of June 30, 2025. We distribute our products worldwide via retail and outlet stores, wholesale customers and e-commerce platforms. Taking into account the DTC (including both directly-operated stores and e-commerce sites) and wholesale channels, we are present in more than 75 countries.
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Results of Operations
Six months ended June 30, 2025 compared with six months ended June 30, 2024
The following is a discussion of our results of operations for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
| For the six months ended June 30, | ||||||||||||||||
| (Euro thousands, except percentages) | 2025 | Percentage of revenues | 2024 | Percentage of revenues | ||||||||||||
| Revenues | 133,395 | 100.0 | % | 170,976 | 100.0 | % | ||||||||||
| Cost of sales | (61,490 | ) | (46.1 | )% | (72,598 | ) | (42.5 | )% | ||||||||
| Gross profit | 71,905 | 53.9 | % | 98,378 | 57.5 | % | ||||||||||
| Marketing and selling expenses | (87,093 | ) | (65.3 | )% | (105,591 | ) | (61.8 | )% | ||||||||
| General and administrative expenses | (56,754 | ) | (42.5 | )% | (58,065 | ) | (34.0 | )% | ||||||||
| Other operating income and expenses | (8,789 | ) | (6.6 | )% | 5,457 | 3.2 | % | |||||||||
| Loss from operations before non-underlying items | (80,731 | ) | (60.5 | )% | (59,821 | ) | (35.0 | )% | ||||||||
| Non-underlying items | 6,545 | 4.9 | % | 3,143 | 1.8 | % | ||||||||||
| Operating Loss | (74,186 | ) | (55.6 | )% | (56,678 | ) | (33.1 | )% | ||||||||
| Financial costs — net | (12,806 | ) | (9.6 | )% | (13,187 | ) | (7.7 | )% | ||||||||
| Loss before income tax | (86,992 | ) | (65.2 | )% | (69,865 | ) | (40.9 | )% | ||||||||
| Income tax benefits | 208 | 0.2 | % | 489 | 0.3 | % | ||||||||||
| Loss for the period | (86,784 | ) | (65.1 | )% | (69,376 | ) | (40.6 | )% | ||||||||
| Non-IFRS Financial Measures(1) | ||||||||||||||||
| Contribution profit | (15,188 | ) | (11.4 | )% | (7,213 | ) | (4.2 | )% | ||||||||
| Adjusted EBIT | (80,494 | ) | (60.3 | )% | (58,994 | ) | (34.5 | )% | ||||||||
| Adjusted EBITDA | (51,930 | ) | (38.9 | )% | (42,111 | ) | (24.6 | )% | ||||||||
| (1) | See “—Non-IFRS Financial Measures” |
Revenues
We generate revenue primarily through our five brands: Lanvin, Wolford, St. John, Sergio Rossi and Caruso, whose revenues are generated from the sale of their products, manufacturing and services for private labels and other luxury brands, as well as from royalties received from third parties and licensees. Revenue is measured at the transaction price which is based on the amount of consideration that we expect to receive in exchange for transferring the promised goods or services to the customer. For each period presented, revenue is exclusive of sales incentives, rebates and sales discounts. As such, the percentage contribution of these sales incentives, rebates and sales discount is zero.
Revenues for the six months ended June 30, 2025 amounted to €133.4 million, a decrease of €37.6 million or 22.0%, compared to €171.0 million in the same period in 2024.
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The following table sets forth a breakdown of revenues by portfolio brand for the six months ended June 30, 2025 and 2024.
| For the six months ended June 30, | (Decrease)/
Increase | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Lanvin | 27,932 | 48,272 | (20,340 | ) | (42.1 | )% | ||||||||||
| Wolford | 32,985 | 42,594 | (9,609 | ) | (22.6 | )% | ||||||||||
| St. John | 39,654 | 39,981 | (327 | ) | (0.8 | )% | ||||||||||
| Sergio Rossi | 15,314 | 20,404 | (5,090 | ) | (24.9 | )% | ||||||||||
| Caruso | 17,627 | 19,734 | (2,107 | ) | (10.7 | )% | ||||||||||
| Other and holding companies | 3,387 | 4,366 | (979 | ) | (22.4 | )% | ||||||||||
| Eliminations and unallocated | (3,504 | ) | (4,375 | ) | 871 | (19.9 | )% | |||||||||
| Total | 133,395 | 170,976 | (37,581 | ) | (22.0 | )% | ||||||||||
The following table sets forth a breakdown of revenues by sales channel for the six months ended June 30, 2025 and 2024.
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| DTC | 80,102 | 104,574 | (24,472 | ) | (23.4 | )% | ||||||||||
| Wholesale | 46,757 | 59,589 | (12,832 | ) | (21.5 | )% | ||||||||||
| Other(1) | 6,536 | 6,813 | (277 | ) | (4.1 | )% | ||||||||||
| Total Revenues | 133,395 | 170,976 | (37,581 | ) | (22.0 | )% | ||||||||||
| (1) | Royalties received from third parties and licensees, and clearance income. |
The following table sets forth a breakdown of revenues by geographical area for the six months ended June 30, 2025 and 2024.
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| EMEA(1) | 55,411 | 75,704 | (20,293 | ) | (26.8) | % | ||||||||||
| North America(2) | 58,304 | 64,324 | (6,020 | ) | (9.4) | % | ||||||||||
| Greater China(3) | 10,237 | 19,761 | (9,524 | ) | (48.2) | % | ||||||||||
| Other Asia(4) | 9,443 | 11,187 | (1,744 | ) | (15.6) | % | ||||||||||
| Total | 133,395 | 170,976 | (37,581 | ) | (22.0) | % | ||||||||||
| (1) | EMEA includes EU countries, the United Kingdom, Switzerland, the countries of the Balkan Peninsula, Eastern Europe, Scandinavian, Azerbaijan, Kazakhstan and the Middle East. |
| (2) | North America includes the United States of America and Canada. |
| (3) | Greater China includes mainland China, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan. |
| (4) | Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries. |
By segment
By segment, the decrease in revenues was driven by (i) a decrease of €20.3 million (or (42.1)%) in sales from Lanvin segment, which was mainly due to market headwinds and creative transition, (ii) a decrease of €9.6 million in sales (or (22.6)%) from Wolford segment, which was mainly due to the lingering effect of the transition to a new logistic supplier in past fiscal year and strategic optimization of retail network, (iii) a decrease of €5.1 million (or (24.9)%) from Sergio Rossi segment, which was mainly due to market headwinds and creative transition, (iv) a decrease of €2.1 million (or (10.7)%) from Caruso segment due to global luxury market softness.
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By sales channel
By sales channel, the decrease in revenues was mainly related to a decrease of €24.5 million (or (23.4)%) in the DTC channel and a decrease of €12.8 million (or (21.5)%) in the wholesale channel.
The decrease in DTC revenues was mainly due to the softening demand for luxury goods and strategic channel optimization.
The decrease in wholesale channel mainly related to decrease in Lanvin, Sergio Rossi and Caruso, partially offset by increase in Wolford and St. John. The overall wholesale channel remained cautious due to industry headwinds yet showed interest in new collections.
The following table sets forth a breakdown of store count at the end of the six months ended June 30, 2025 and 2024:
| As of June 30, | ||||||||
| 2025 | 2024 | |||||||
| Lanvin | 29 | 37 | ||||||
| Wolford | 97 | 140 | ||||||
| St. John | 35 | 42 | ||||||
| Sergio Rossi | 37 | 47 | ||||||
| Caruso | - | - | ||||||
| Total | 198 | 266 | ||||||
By geography
By geographical region, the decrease in revenues was mainly due to (i) a decrease of €20.3 million (or (26.8)%) in EMEA, (ii) a decrease of €9.5 million (or (48.2)%) in Greater China, (iii) a decrease of €6.0 million (or (9.4)%) in North America, and (iv) a decrease of €1.7 million (or (15.6)%) in other Asia.
The decrease in EMEA was due to the decrease of Lanvin, Wolford, Sergio Rossi, and Caruso. Lanvin’s EMEA business decreased €10.9 million (or (47.2)%) year-over-year to €12.2 million in the six months ended June 30, 2025, mainly attributed to its reduction in wholesale channels. Wolford’s EMEA business decreased €5.3 million (or (19.9)%) year-over-year to €21.2 million in the six months ended June 30, 2025, mainly attributable to the impact of shift to new logistic supplier in past fiscal year, Sergio Rossi’s EMEA business decreased €2.4 million (or (25.0)%) year-over-year to €7.2 million in the six months ended June 30, 2025, mainly attributable to its reduction in wholesale channels. Caruso’s EMEA business decreased €1.8 million (or (10.5)%) year-over-year to €15.0 million in the six months ended June 30, 2025.
The decrease in North America was mainly due to the decrease of Wolford and Lanvin, partially offset by increase in St. John. St. John’s North America business increased €1.4 million (or 3.8%) year-over-year to €38.7 million in the six months ended June 30, 2025. Wolford’s North America business decreased €4.0 million (or (31.3)%) year-over-year to €8.8 million in the six months ended June 30, 2025. Lanvin’s North America business decreased €3.4 million (or (28.2)%) year-over-year to €8.6 million in the six months ended June 30, 2025.
The decrease in Greater China was mainly due to market headwinds amid geopolitical uncertainties and strategic refocusing. In the six months ended June 30, 2025, Lanvin decreased by (60.3)% to €3.8 million, St. John decreased by (70.9)% to €0.7 million, Sergio Rossi’s revenue decreased by (34.5)% to €2.7 million and Wolford decreased by (13.6)% to €2.8 million.
The decrease in other Asia was mainly due to the decrease of Sergio Rossi and Caruso. Sergio Rossi’s other Asia business decreased €1.0 million (or (16.3)%) year-over-year to €5.4 million in the six months ended June 30, 2025 due to creative transition, Caruso’s other Asia business decreased €0.5 million (or 52.5%) year-over-year to €0.4 million in the six months ended June 30, 2025, which was mainly impacted by market headwinds.
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The decrease across all regions was primarily attributed to a global softening in demand for luxury fashion goods.
Cost of sales
Cost of sales includes the raw material cost, production labor, assembly overhead including depreciation expense, procurement of the merchandise, and inventory valuation adjustments. In addition, cost of sales also includes customs duties, product packaging cost, royalty cost associated with sales of licensed products, and freight charges.
The following table sets forth a breakdown of cost of sales by nature for the six months ended June 30, 2025 and 2024.
| For the six months ended June 30, | Increase / Decrease | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Purchases of raw materials, finished goods and manufacturing services | 30,227 | 50,419 | (20,192 | ) | (40.0 | )% | ||||||||||
| Change in inventories | 14,534 | 4,276 | 10,258 | 239.9 | % | |||||||||||
| Labor cost | 12,381 | 12,601 | (220 | ) | (1.7 | )% | ||||||||||
| Logistics costs, duties and insurance | 7,069 | 7,523 | (454 | ) | (6.0 | )% | ||||||||||
| Depreciation and amortization | 535 | 452 | 83 | (18.4 | )% | |||||||||||
| Others | (3,256 | ) | (2,673 | ) | (583 | ) | (21.8 | )% | ||||||||
| Total cost of sales by nature | 61,490 | 72,598 | (11,108 | ) | (15.3 | )% | ||||||||||
The following table sets forth a breakdown of cost of sales by portfolio brand for the six months ended June 30, 2025 and 2024.
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Lanvin | 12,750 | 20,268 | (7,518 | ) | (37.1 | )% | ||||||||||
| Wolford | 14,481 | 15,799 | (1,318 | ) | (8.3 | )% | ||||||||||
| St. John | 12,403 | 12,285 | 118 | 1.0 | % | |||||||||||
| Sergio Rossi | 9,059 | 10,186 | (1,127 | ) | (11.1 | )% | ||||||||||
| Caruso | 12,545 | 14,010 | (1,465 | ) | (10.5 | )% | ||||||||||
| Other and holding companies | 353 | 717 | (364 | ) | (50.8 | )% | ||||||||||
| Eliminations and unallocated | (101 | ) | (667 | ) | 566 | (84.9 | )% | |||||||||
| Total | 61,490 | 72,598 | (11,108 | ) | (15.3 | )% | ||||||||||
Cost of sales for the six months ended June 30, 2025 amounted to €61.5 million, a decrease of €11.1 million or 15.3%, compared to €72.6 million in the same period in 2024.
By segment, the decrease in cost of sales was mainly related to the decrease in sales for Lanvin, Caruso, Wolford and Sergio Rossi.
Cost of sales as a percentage of revenues increased to 46.1% for the six months ended June 30, 2025 as compared with 42.5% in the same period in 2024. Such increase was primarily due to the gross margin decrease in Lanvin, Wolford and Sergio Rossi for decrease in levels of prior-season inventory, product mix impact and under utilization of capacity.
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Gross profit
The following table sets forth a breakdown of gross profit by portfolio brand for the six months ended June 30, 2025 and 2024.
| For the six months ended June 30, | Increase / Decrease | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Lanvin | 15,182 | 28,004 | (12,822 | ) | (45.8 | )% | ||||||||||
| Wolford | 18,504 | 26,795 | (8,291 | ) | (30.9 | )% | ||||||||||
| St. John | 27,251 | 27,696 | (445 | ) | (1.6 | )% | ||||||||||
| Sergio Rossi | 6,255 | 10,218 | (3,963 | ) | (38.8 | )% | ||||||||||
| Caruso | 5,082 | 5,724 | (642 | ) | (11.2 | )% | ||||||||||
| Other and holding companies | 3,034 | 3,649 | (615 | ) | (16.9 | )% | ||||||||||
| Eliminations and unallocated | (3,403 | ) | (3,708 | ) | 305 | (8.2 | )% | |||||||||
| Total | 71,905 | 98,378 | (26,473 | ) | (26.9 | )% | ||||||||||
Gross profit for the six months ended June 30, 2025 amounted to €71.9 million, a decrease of €26.5 million or (26.9)%, compared to €98.4 million in the same period in 2024.
The decrease in gross profit was mainly related to the decrease in revenue. Gross profit margin declined to 53.9% for the six months ended June 30, 2025 from 57.5% in the same period in 2024, which was mainly due to sell-through of prior-season inventory, temporary product mix change and under utilization of capacity. Gross profit margin is expected to recover as volumes rise and production efficiency improves.
Marketing and selling expenses
Marketing and selling expenses include store employee compensation, occupancy costs, depreciation, supply costs for store equipment, wholesale and retail account administration compensation globally, as well as depreciation and amortization which includes depreciation of right-of-use assets under IFRS 16. These expenses are affected by the number of stores that are open during any fiscal period and store performance, as compensation and rent expenses can vary with sales. Marketing and selling expenses also include advertising and marketing expenses, which consist of media space and production costs, advertising agency fees, public relations and market research expenses. In addition, marketing and selling expenses include distribution and customer service expenses which consist of warehousing, order fulfillment, shipping and handling, customer service, employee compensation and bag repair costs.
The following table sets forth a breakdown of marketing and selling expenses by portfolio brand for the six months ended June 30, 2025 and 2024.
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Lanvin | (27,504 | ) | (37,389 | ) | 9,885 | (26.4 | )% | |||||||||
| Wolford | (27,999 | ) | (34,916 | ) | 6,917 | (19.8 | )% | |||||||||
| St. John | (22,781 | ) | (23,036 | ) | 255 | (1.1 | )% | |||||||||
| Sergio Rossi | (7,755 | ) | (9,490 | ) | 1,735 | (18.3 | )% | |||||||||
| Caruso | (1,108 | ) | (936 | ) | (172 | ) | 18.4 | % | ||||||||
| Other and holding companies | (1,413 | ) | (2,004 | ) | 591 | (29.5 | )% | |||||||||
| Eliminations and unallocated | 1,467 | 2,180 | (713 | ) | (32.7 | )% | ||||||||||
| Total | (87,093 | ) | (105,591 | ) | 18,498 | (17.5 | )% | |||||||||
Marketing and selling expenses for the six months ended June 30, 2025 amounted to €87.1 million, a decrease of €18.5 million (or (17.5)%), compared to €105.6 million in the same period in 2024 mainly due to store network rationalization and reallocation of marketing investment to improve ROI.
By segment, the decrease in marketing and selling expenses was mainly related to (i) a decrease of €9.9 million (or (26.4)%) from Lanvin, (ii) a decrease of €6.9 million (or (19.8)%) from Wolford, (iii) a decrease of €1.7 million (or (18.3)%) from Sergio Rossi.
Marketing and selling expenses increased as a percentage of revenue due to expense deleverage on lower revenue.
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Contribution profit/(loss)
Contribution profit/loss is defined as net revenues less the cost of sales and selling and marketing expenses, which constitutes the majority of our variable costs. Contribution profit is a non-IFRS financial measure. See “—Non-IFRS Financial Measures.”
Our consolidated contribution loss increased by €8.0 million (or (110.6)%) to €15.2 million loss for the six months ended June 30, 2025 from €7.2 million loss in the same period in 2024. The increase was mainly related to (i) an increase of €2.9 million from Lanvin, (ii) an increase of €2.2 million from Sergio Rossi, (iii) an increase of €1.4 million from Wolford, (iv) an increase of €0.8 million from Caruso.
General and administrative expenses
General and administrative expenses include administrative and management staff costs, product creation and sample costs, rent, depreciation, and amortization expenses for our administrative staff, as well as IT system development and maintenance expenses.
General and administrative expenses decreased to €56.8 million or by (2.3)% for the six months ended June 30, 2025, from €58.1 million in the same period in 2024. General and administrative expenses increased as a percentage of revenues to 42.5% for the six months ended June 30, 2025 from 34.0% in the same period in 2024, due to negative expense leverage on lower revenue.
Going forward, we expect general and administrative expenses to decline as a percentage of revenue as we scale and further improve our operational efficiency.
Other operating income and expenses
Other operating income and expenses include foreign exchange gains or losses and impairment losses.
Other operating income and expenses decreased to €8.8 million loss for the six months ended June 30, 2025 from €5.5 million gain in the same period in 2024, mainly due to foreign exchange loss compared to gain in the same period in 2024.
Loss from operations before non-underlying items
Loss from operations before non-underlying items for the six months ended June 30, 2025 increased by €20.9 million (or 35.0%) to €80.7 million, compared to €59.8 million in the same period in 2024. The increase in loss from operations before non-underlying items was mainly due to decrease in gross profit and other operating income and expenses, partially offset by decrease in marketing and selling expenses.
Adjusted EBITDA
Adjusted EBITDA, which is a non-IFRS financial measure, for the six months ended June 30, 2025 decreased to €(51.9) million from €(42.1) million in the same period in 2024. This decrease was mainly due to the decrease in gross profit, partially offset by decrease in marketing and selling expenses. Adjusted EBITDA as a percentage of total revenues decreased to (38.9)% in the six months ended June 30, 2025 from (24.6)% in the same period in 2024. See “—Non-IFRS Financial Measures.”
Non-underlying items
Non-underlying items comprise net gains on disposals, negative goodwill from acquisition of a subsidiary, gain on debt restructuring, government grants and others.
The non-underlying items were €6.5 million gain, or 4.9% of revenues for the six months ended June 30, 2025, compared to €3.1 million gain or 1.8% of revenues in the same period in 2024. The increase in the non-underlying items by €3.4 million was mainly due to government grants.
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Operating loss
Operating loss for the six months ended June 30, 2025 amounted to €74.2 million, an increase of €17.5 million or 30.9%, compared to €56.7 million in the same period in 2024. The increase in operating loss resulted from an increase in loss from operations before non-underlying items and was partially offset by an increase in non-underlying items.
Finance cost—(net)
Finance costs (net) primarily include income and expenses relating to our interest income and expenses on financial assets and liabilities, including interest expense resulting from IFRS 16 lease liability.
Finance costs for the six months ended June 30, 2025 amounted to €12.8 million, a decrease of €0.4 million or (2.9)%, compared to finance costs of €13.2 million in the same period in 2024, primarily attributable to an increase of interest expenses on borrowings netted off by foreign exchange gain.
Loss before income tax
Loss before income tax for the six months ended June 30, 2025 amounted to €87.0 million, an increase of €17.1 million or 24.5%, compared to €69.9 million in the same period in 2024.
Income tax benefits / (expenses)
Income taxes include the current taxes on the results of our operations and any changes in deferred income taxes.
Income tax benefits for the six months ended June 30, 2025 amounted to €0.2 million gains, decreased by €0.3 million, compared to €0.5 million gain in the same period in 2024. The decrease was primarily due to the movement in deferred income tax gains/losses.
Loss for the period
Loss for the six months ended June 30, 2025 amounted to €86.8 million, an increase of €17.4 million or 25.1%, compared to €69.4 million in the same period in 2024.
Results by Segment
Six months ended June 30, 2025 compared with six months ended June 30, 2024
The following is a discussion of revenues, gross profit and contribution profit for each segment for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Lanvin Segment
The following table sets forth revenues and gross profit for the Lanvin segment for the six months ended June 30, 2025 and 2024:
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Revenues | 27,932 | 48,272 | (20,340 | ) | (42.1 | )% | ||||||||||
| Gross profit | 15,182 | 28,004 | (12,822 | ) | (45.8 | )% | ||||||||||
| Gross profit margin | 54.4 | % | 58.0 | % | (3.6 | )% | - | |||||||||
| Marketing and selling expenses | (27,504 | ) | (37,389 | ) | 9,885 | (26.4 | )% | |||||||||
| Contribution profit/(loss)(1)(3) | (12,322 | ) | (9,385 | ) | (2,937 | ) | 31.3 | % | ||||||||
| Contribution profit margin(2)(3) | (44.1 | )% | (19.4 | )% | (24.7 | )% | - | |||||||||
| (1) | Contribution profit equals gross profit less marketing and selling expenses. |
| (2) | Contribution profit margin equals contribution profit divided by revenue. |
| (3) | Contribution profit and contribution profit margin are non-IFRS financial measures. |
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Revenues
Revenues for the six months ended June 30, 2025 was €27.9 million, a decrease of €20.3 million or (42.1)% compared to €48.3 million in the same period in 2024.
The decrease is attributable to global market softness and the brand’s creative transition during the period.
DTC revenues decreased by 34.2% from €24.1 million for the six months ended June 30, 2024, to €15.8 million for the six months ended June 30, 2025. The drop in DTC channels was mainly due to retail network optimization in Greater China and lower sales from softer market in EMEA and North America. Greater China DTC revenues decreased by €5.5 million (or (62.4)% year-over-year) to €3.3 million in the six months ended June 30, 2025. EMEA DTC revenues decreased by €1.1 million (or (16.3)% year-over-year) to €5.6 million in the six months ended June 30, 2025. North America DTC revenues decreased by €1.7 million (or (20.2)% year-over-year) to €6.6 million in the six months ended June 30, 2025.
Wholesale revenues decreased by €10.9 million from €17.6 million for the six months ended June 30, 2024, to €6.7 million for the six months ended June 30, 2025, mainly due to the softness in the global luxury market as well as the brand’s creative transition -debut collections from the new artistic director will be delivered to wholesale partners in second half of 2025. The wholesale revenues as percentage of Lanvin’s total revenues decreased from 36.5% for the six months ended June 30, 2024 to 24.1% for the six months ended June 30, 2025.
Gross profit
Gross profit for the six months ended June 30, 2025 decreased to €15.2 million, a decrease of €12.8 million or (45.8)% compared to €28.0 million in the same period in 2024, primarily attributable to the decrease in revenue. Gross margin decreased to 54.4% in the six months ended June 30, 2025 compared to 58.0% in the same period in 2024, primarily due to the decrease in level of obsolete inventory and product mix.
Contribution profit/(loss)
Contribution loss for the six months ended June 30, 2025 was €12.3 million, an increase of €2.9 million from the €9.4 million loss in the same period in 2024.
The increase in contribution loss was mainly due to the loss in gross profit and partially offset by savings in expenses.
Wolford Segment
The following table sets forth revenues and gross profit for the Wolford segment for the six months ended June 30, 2025 and 2024:
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Revenues | 32,985 | 42,594 | (9,609 | ) | (22.6 | )% | ||||||||||
| Gross profit | 18,504 | 26,795 | (8,291 | ) | (30.9 | )% | ||||||||||
| Gross profit margin | 56.1 | % | 62.9 | % | (6.8 | )% | - | |||||||||
| Marketing and selling expenses | (27,999 | ) | (34,916 | ) | 6,917 | (19.8 | )% | |||||||||
| Contribution profit/(loss)(1)(3) | (9,495 | ) | (8,121 | ) | (1,374 | ) | 16.9 | % | ||||||||
| Contribution profit margin(2)(3) | (28.8 | )% | (19.1 | )% | (9.7 | )% | - | |||||||||
| (1) | Contribution profit equals gross profit less marketing and selling expenses. |
| (2) | Contribution profit margin equals contribution profit divided by revenue. |
| (3) | Contribution profit and contribution profit margin are non-IFRS financial measures. |
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Revenues
Revenues for the six months ended June 30, 2025 decreased to €33.0 million, a decrease of €9.6 million or (22.6)% compared to €42.6 million for the six months ended June 30, 2024, mainly due to decrease in DTC channel by €11.9 million or (35.1)%, partially offset by higher wholesale revenue of €1.2 million or 14.1% and revenue in other channel of €1.0 million. The decrease in DTC channel was mainly reflects the residual impact from logistics transition last year.
Gross profit
Gross profit decreased by €8.3 million to €18.5 million for the six months ended June 30, 2025, compared to €26.8 million in the same period in 2024. Gross profit margin decreased to 56.1% for the six months ended June 30, 2025 from 62.9% in the same period in 2024.
The decrease in gross profit margin was primarily attributable to the residual impact from changing third party logistic suppliers and underutilization of capacity. Gross profit margin is expected to increase for scale and improvement in productivity.
Contribution profit/(loss)
Contribution loss for the six months ended June 30, 2025 was €9.5 million (or (28.8)% of revenue), compared to a loss of €8.1 million (or (19.1)% of revenue) in the same period in 2024, driven by the decrease in revenue and expense deleverage on lower revenues. Marketing and selling expenses declined to €28.0 million for the six months ended June 30, 2025 from €34.9 million in the same period in 2024.
St. John Segment
The following table sets forth revenues and gross profit for the St. John segment for the six months ended June 30, 2025 and 2024:
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Revenues | 39,654 | 39,981 | (327 | ) | (0.8 | )% | ||||||||||
| Gross profit | 27,251 | 27,696 | (445 | ) | (1.6 | )% | ||||||||||
| Gross profit margin | 68.7 | % | 69.3 | % | (0.6 | )% | - | |||||||||
| Marketing and selling expenses | (22,781 | ) | (23,036 | ) | 255 | (1.1 | )% | |||||||||
| Contribution profit/(loss)(1)(3) | 4,470 | 4,660 | (190 | ) | (4.1 | )% | ||||||||||
| Contribution profit margin(2)(3) | 11.3 | % | 11.7 | % | (0.4 | )% | - | |||||||||
| (1) | Contribution profit equals gross profit less marketing and selling expenses. |
| (2) | Contribution profit margin equals contribution profit divided by revenue. |
| (3) | Contribution profit and contribution profit margin are non-IFRS financial measures. |
Revenues
Revenues for the six months ended June 30, 2025 amounted to €39.7 million, a decrease of €0.3 million compared to €40.0 million in the same period in 2024.
Excluding foreign exchange impact, St. John’s revenue slightly increased year-over-year attributed to strong resilience in North American market and successful development of key wholesale partnerships.
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Gross profit
Gross profit for the six months ended June 30, 2025 was €27.3 million, a decrease of €0.4 million compared to €27.7 million in the same period in 2024. Gross profit margin kept stable at 68.7% in the six months ended June 30, 2025, compared to 69.3% in the same period in 2024.
Contribution profit
Contribution profit for the six months ended June 30, 2025 was €4.5 million (or 11.3% of revenue), kept stable as compared to €4.7 million (or 11.7% of revenue) in the same period in 2024.
Sergio Rossi Segment
The following table sets forth revenues and gross profit for the Sergio Rossi segment for the six months ended June 30, 2025 and 2024:
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Revenues | 15,314 | 20,404 | (5,090 | ) | (24.9 | )% | ||||||||||
| Gross profit | 6,255 | 10,218 | (3,963 | ) | (38.8 | )% | ||||||||||
| Gross profit margin | 40.8 | % | 50.1 | % | (9.3 | )% | - | |||||||||
| Marketing and selling expenses | (7,755 | ) | (9,490 | ) | 1,735 | (18.3 | )% | |||||||||
| Contribution profit/(loss)(1)(3) | (1,500 | ) | 728 | (2,228 | ) | (306 | )% | |||||||||
| Contribution profit margin(2)(3) | (9.8 | )% | 3.6 | % | (13.4 | )% | - | |||||||||
| (1) | Contribution profit equals gross profit less marketing and selling expenses. |
| (2) | Contribution profit margin equals contribution profit divided by revenue. |
| (3) | Contribution profit and contribution profit margin are non-IFRS financial measures. |
Revenues
Revenues for the six months ended June 30, 2025 amounted to €15.3 million, a decrease of €5.1 million compared to €20.4 million in the same period in 2024. The decrease was primarily due to market headwinds and market's hesitation over previous season while awaiting new creative director's debut.
Revenues through our DTC channels decreased by 21.3% from €14.0 million for the six months ended June 30, 2024, to €11.0 million for the six months ended June 30, 2025. The decrease in DTC channels was mainly attributable to softening demand and optimizing retail network in APAC.
Wholesale revenues decreased by 33.0% from €6.4 million for the six months ended June 30, 2024, to €4.3 million for the six months ended June 30, 2025, mainly due to market headwinds and creative transition.
Gross profit
Gross profit for the six months ended June 30, 2025 was €6.3 million, a decrease of €4.0 million compared to €10.2 million in the same period in 2024. Gross profit margin decreased to 40.8% in the six months ended June 30, 2025, compared to 50.1% in the same period in 2024. The decrease in gross profit margin was primarily due to product mix change.
Contribution profit/(loss)
Contribution loss for the six months ended June 30, 2025 was €1.5 million (or (9.8)% of revenue), compared to a contribution profit of €0.7 million (or 3.6% of revenue) in the same period in 2024, caused by decrease in revenue. Marketing and selling expenses decreased to €7.8 million in the six months ended June 30, 2025 from €9.5 million in the same period in 2024, which was due to disciplined cost control measures.
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Caruso Segment
The following table sets forth revenues and gross profit for the Caruso segment for the six months ended June 30, 2025 and 2024:
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Revenues | 17,627 | 19,734 | (2,107 | ) | (10.7 | )% | ||||||||||
| Gross profit | 5,082 | 5,724 | (642 | ) | (11.2 | )% | ||||||||||
| Gross profit margin | 28.8 | % | 29.0 | % | (0.2 | )% | - | |||||||||
| Marketing and selling expenses | (1,108 | ) | (936 | ) | (172 | ) | 18.4 | % | ||||||||
| Contribution profit/(loss)(1)(3) | 3,974 | 4,788 | (814 | ) | (17.0 | )% | ||||||||||
| Contribution profit margin(2)(3) | 22.5 | % | 24.3 | % | (1.8 | )% | - | |||||||||
| (1) | Contribution profit equals gross profit less marketing and selling expenses. |
| (2) | Contribution profit margin equals contribution profit divided by revenue. |
| (3) | Contribution profit and contribution profit margin are non-IFRS financial measures. |
Revenues
Revenues for the six months ended June 30, 2025 was €17.6 million, a decrease of €2.1 million or (10.7)% compared to €19.7 million in the same period in 2024.
Gross profit
Gross profit for the six months ended June 30, 2025 was €5.1 million, a decrease of €0.6 million compared to €5.7 million in the same period in 2024. Gross profit margin was 28.8% for the six months ended June 30, 2025 kept stable as compared with 29.0% for the six months ended June 30, 2024.
Contribution profit
Contribution profit for the six months ended June 30, 2025 was €4.0 million (or 22.5% of revenue), compared to €4.8 million (or 24.3% of revenue) in the same period in 2024. The decrease in contribution profit was due to decrease in revenue.
Liquidity and Capital Resources
Overview
We and our portfolio brands’ principal sources of liquidity have been through issuance of shares, loans from our shareholder Fosun International Limited (including its subsidiaries and joint ventures), and bank borrowings. As of June 30, 2025, we had cash and cash equivalents of €29.7 million.
Additionally, we have relied on liquidity provided by revenues generated from our operating activities. We require liquidity in order to meet our obligations and fund our business. Short-term liquidity is required to fund ongoing cash requirements, including to purchase inventory and to fund costs for services and other expenses. In addition to our general working capital and operational needs, our main use of cash is now focused on maintaining and optimizing existing store operations, investing in digital transformation initiatives, and enhancing our supply chain capabilities.
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Cash flows
Six months ended June 30, 2025 compared to the six months ended June 30, 2024
The following table summarizes the cash flows provided by/used in operating, investing and financing activities for each of the six months ended June 30, 2025 and 2024. Refer to the consolidated cash flows statement and accompanying notes included elsewhere in this Semi-Annual Report for additional information.
| For the six months ended June 30, | Increase / (Decrease) | |||||||||||||||
| (Euro thousands, except percentages) | 2025 | 2024 | 2025 vs 2024 | % | ||||||||||||
| Net cash used in operating activities | (69,501 | ) | (33,483 | ) | (36,018 | ) | 107.6 | % | ||||||||
| Net cash generated from / (used in) investing activities | 1,879 | (3,780 | ) | 5,659 | (149.7 | )% | ||||||||||
| Net cash generated from financing activities | 80,333 | 26,646 | 53,687 | 201.5 | % | |||||||||||
| Net change in cash and cash equivalents | 12,711 | (10,617 | ) | 23,328 | (219.7 | )% | ||||||||||
| Cash and cash equivalents less bank overdrafts at the beginning of the period | 18,043 | 27,850 | (9,807 | ) | (35.2 | )% | ||||||||||
| Effect of foreign exchange differences on cash and cash equivalents | (1,031 | ) | 646 | (1,677 | ) | (259.6 | )% | |||||||||
| Cash and cash equivalents less bank overdrafts at the end of the period | 29,723 | 17,879 | 11,844 | 66.2 | % | |||||||||||
Net cash used in operating activities
Net cash used in operating activities changed from €(33.5) million for the six months ended June 30, 2024 to €(69.5) million for the six months ended June 30, 2025. The change was primarily attributable to (i) a decrease in trade payables, and (ii) the loss in the period.
Net cash generated from / (used in) investing activities
Net cash generated from investing activities changed from €(3.8) million net cash used for the six months ended June 30, 2024 to €1.9 million cash generated for the six months ended June 30, 2025. The change was primarily attributable to (i) a decrease in CAPEX investments and (ii) an increase in proceeds from disposal of assets.
Net cash generated from financing activities
Net cash flows generated from financing activities changed from €26.6 million for the six months ended June 30, 2024 to €80.3 million for the six months ended June 30, 2025. The change was primarily attributable to (i) an increase in proceeds from borrowings, and (ii) an increase in proceeds from financing of intangible assets, and partially offset by (iii) repayment of borrowings and (iv) repayment of leased liabilities.
Borrowings
We enter into and manage debt facilities centrally in order to satisfy the short and medium-term needs of each of our subsidiaries based on criteria of efficiency and cost-effectiveness.
Our portfolio brands have historically entered into and maintained with a diversified pool of lenders a total amount of committed credit lines that is considered consistent with their needs and suitable to ensure at any time the liquidity needed to satisfy and comply with all of their financial commitments, as well as guaranteeing an adequate level of operational flexibility for any expansion programs.
We are subject to certain covenants, including financial and otherwise, under our financing agreements. As of June 30, 2025, we were in material compliance with all covenants.
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Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Recent Developments
Meritz private placement and loan
On June 27, 2025, we consummated the following transactions pursuant to a share buyback agreement with Meritz Securities Co. Ltd. (“Meritz”) dated June 27, 2025: (i) Meritz sold and surrendered, and we repurchased from Meritz 13,804,733 Ordinary Shares for a price equal to €48.1 million and (ii) we issued to Meritz a fixed rate 11.40% secured loan note for a principal amount equal to the Repurchase Price (the “Loan”). Pursuant to the loan note, we agreed to repay the loan in two installments by repaying (i) €8.5 million on June 30, 2025, which has been settled and (ii) all outstanding amounts of the loan on December 14, 2026.
Shareholder loans
We received certain unsecured shareholder loans for working capital purposes from our shareholder Fosun International Limited and its subsidiaries, being FPI (US) 1 LLC, Shanghai Fosun High Technology (Group) Co., Ltd. and Shanghai Fosun High Technology Group Finance Co., Ltd. Most of such shareholder loans have interest rates ranging from 7.5% to 10% per annum. For the six months ended June 30, 2025, we received proceeds of shareholder loans €87.0 million from Fosun International Limited and its subsidiaries and repaid €9.6 million to Fosun International Limited and its subsidiaries. As of June 30, 2025, we had amounts due to Fosun International Limited and its subsidiaries (excluding accrued interest) of €221.1 million.
Non-IFRS Financial Measures
Our management monitors and evaluates operating and financial performance using several non-IFRS financial measures including: contribution profit, contribution profit margin, adjusted earnings before interest and taxes (“Adjusted EBIT”), adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Our management believes that these non-IFRS financial measures provide useful and relevant information regarding our performance and improve their ability to assess financial performance and financial position. They also provide comparable measures that facilitate management’s ability to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions. While similar measures are widely used in the industry in which we operate, the financial measures that we use may not be comparable to other similarly named measures used by other companies nor are they intended to be substitutes for measures of financial performance or financial position as prepared in accordance with IFRS.
Contribution profit and contribution profit margin
Contribution profit is defined as revenues less the cost of sales and selling and marketing expenses. Contribution profit margin is defined as contribution profit divided by revenue.
Contribution profit subtracts the main variable expenses of selling and marketing expenses from gross profit, and our management believes this measure is an important indicator of profitability at the marginal level.
Below contribution profit, the main expenses are general administrative expenses and other operating expenses (which include foreign exchange gains or losses and impairment losses).
As we continue to improve the management of our portfolio brands, we believe we can achieve greater economy of scale across the different brands by maintaining the fixed expenses at a lower level as a proportion of revenue. We therefore use contribution profit margin as a key indicator of profitability at the group level as well as the portfolio brand level.
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The table below reconciles revenues to contribution profit for the periods indicated.
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | 133,395 | 170,976 | ||||||
| Cost of Sales | (61,490 | ) | (72,598 | ) | ||||
| Gross profit | 71,905 | 98,378 | ||||||
| Marketing and selling expenses | (87,093 | ) | (105,591 | ) | ||||
| Contribution profit | (15,188 | ) | (7,213 | ) | ||||
Adjusted EBIT
Adjusted EBIT is defined as profit or loss before income taxes, net finance cost, share based compensation, adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, mainly including net gains on disposal of long-term assets and government grants.
The table below reconciles loss for the year to adjusted EBIT for the periods indicated.
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| Loss for the period | (86,784 | ) | (69,376 | ) | ||||
| Add / (Deduct) the impact of: | ||||||||
| Income tax expenses | (208 | ) | (489 | ) | ||||
| Finance cost - net | 12,806 | 13,187 | ||||||
| Non-underlying items | (6,545 | ) | (3,143 | ) | ||||
| Loss from operations before non-underlying items | (80,731 | ) | (59,821 | ) | ||||
| Add / (Deduct) the impact of: | ||||||||
| Share based compensation | 237 | 827 | ||||||
| Adjusted EBIT | (80,494 | ) | (58,994 | ) | ||||
Adjusted EBITDA is defined as profit or loss before income taxes, net finance cost, exchange gains/(losses), depreciation, amortization, share based compensation and provisions and impairment losses adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, mainly including net gains on disposal of long-term assets and government grants.
The table below reconciles loss for the year to adjusted EBITDA for the periods indicated.
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Loss for the period | (86,784 | ) | (69,376 | ) | ||||
| Add / (Deduct) the impact of: | ||||||||
| Income tax expenses | (208 | ) | (489 | ) | ||||
| Finance cost - net | 12,806 | 13,187 | ||||||
| Non-underlying items | (6,545 | ) | (3,143 | ) | ||||
| Loss from operations before non-underlying items | (80,731 | ) | (59,821 | ) | ||||
| Add / (Deduct) the impact of: | ||||||||
| Share based compensation | 237 | 827 | ||||||
| Provisions and impairment losses | (3,049 | ) | (2,220 | ) | ||||
| Net foreign exchange losses / (gains) | 10,302 | (3,353 | ) | |||||
| Depreciation / Amortization | 21,311 | 22,456 | ||||||
| Adjusted EBITDA | (51,930 | ) | (42,111 | ) | ||||
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Lanvin Group Holdings Limited
Interim condensed consolidated statements of profit or loss
For the six months ended June 30, 2025 and 2024
(Unaudited)
| For the six months ended June 30, | ||||||||||
| (Euro thousands except for loss per share) | Notes | 2025 | 2024 | |||||||
| Revenue | 5 | 133,395 | 170,976 | |||||||
| Cost of sales | 6 | (61,490 | ) | (72,598 | ) | |||||
| Gross profit | 71,905 | 98,378 | ||||||||
| Marketing and selling expenses | 6 | (87,093 | ) | (105,591 | ) | |||||
| General and administrative expenses | 6 | (56,754 | ) | (58,065 | ) | |||||
| Other operating income and expenses | 6 | (8,789 | ) | 5,457 | ||||||
| Loss from operations before non-underlying items | (80,731 | ) | (59,821 | ) | ||||||
| Non-underlying items | 6,545 | 3,143 | ||||||||
| Loss from operations | (74,186 | ) | (56,678 | ) | ||||||
| Finance cost – net | 7 | (12,806 | ) | (13,187 | ) | |||||
| Loss before income tax | (86,992 | ) | (69,865 | ) | ||||||
| Income tax benefits | 208 | 489 | ||||||||
| Loss for the period | (86,784 | ) | (69,376 | ) | ||||||
| Attributable to: | ||||||||||
| - Owners of the Company | (73,154 | ) | (57,317 | ) | ||||||
| - Non-controlling interests | (13,630 | ) | (12,059 | ) | ||||||
| Loss per share in Euro | ||||||||||
| - Basic and diluted (in Euro per share) | 8 | (0.62 | ) | (0.49 | ) | |||||
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.
F-1
Lanvin Group Holdings Limited
Interim condensed consolidated statements of comprehensive loss
For the six months ended June 30, 2025 and 2024
(Unaudited)
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| Loss for the period | (86,784 | ) | (69,376 | ) | ||||
| Other comprehensive loss: | ||||||||
| Items that may be subsequently reclassified to profit or loss | ||||||||
| - Currency translation differences, net of tax | 12,849 | (2,798 | ) | |||||
| Items that will not be subsequently reclassified to profit or loss | ||||||||
| - Employee benefit obligations: change in value resulting from actuarial reserve, net of tax | - | 45 | ||||||
| Total comprehensive loss for the period | (73,935 | ) | (72,129 | ) | ||||
| Attributable to: | ||||||||
| - Owners of the Company | (62,294 | ) | (59,810 | ) | ||||
| - Non-controlling interests | (11,641 | ) | (12,319 | ) | ||||
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.
F-2
Lanvin Group Holdings Limited
Interim condensed consolidated statements of financial position
At June 30, 2025 and December 31, 2024
(Unaudited)
| At June 30, | At December 31, | |||||||||
| (Euro thousands) | Notes | 2025 | 2024 | |||||||
| Assets | ||||||||||
| Non-current assets | ||||||||||
| Intangible assets | 211,978 | 213,501 | ||||||||
| Goodwill | 38,115 | 38,115 | ||||||||
| Property, plant and equipment | 33,976 | 39,440 | ||||||||
| Right-of-use assets | 9 | 112,036 | 131,597 | |||||||
| Deferred income tax assets | 11,788 | 11,598 | ||||||||
| Other non-current assets | 11,953 | 14,869 | ||||||||
| 419,846 | 449,120 | |||||||||
| Current assets | ||||||||||
| Inventories | 10 | 74,016 | 89,712 | |||||||
| Trade receivables | 23,943 | 28,099 | ||||||||
| Other current assets | 37,756 | 29,112 | ||||||||
| Cash and bank balances | 29,723 | 18,043 | ||||||||
| 165,438 | 164,966 | |||||||||
| Total assets | 585,284 | 614,086 | ||||||||
| Liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Non-current borrowings | 11 | 10,266 | 25,222 | |||||||
| Non-current lease liabilities | 12 | 100,294 | 117,966 | |||||||
| Non-current provisions | 3,187 | 3,560 | ||||||||
| Employee benefits | 17,414 | 17,240 | ||||||||
| Deferred income tax liabilities | 51,422 | 51,390 | ||||||||
| Other non-current liabilities | 34,510 | 16,005 | ||||||||
| 217,093 | 231,383 | |||||||||
| Current liabilities | ||||||||||
| Trade payables | 56,497 | 80,424 | ||||||||
| Current borrowings | 11 | 258,561 | 158,540 | |||||||
| Current lease liabilities | 12 | 32,669 | 36,106 | |||||||
| Current provisions | 1,304 | 1,524 | ||||||||
| Other current liabilities | 13 | 126,980 | 139,020 | |||||||
| 476,011 | 415,614 | |||||||||
| Total liabilities | 693,104 | 646,997 | ||||||||
| Net liabilities | (107,820 | ) | (32,911 | ) | ||||||
| Equity | ||||||||||
| Equity attributable to owners of the Company | ||||||||||
| Share capital | 14 | * | * | |||||||
| Treasury shares | 14 | * | (46,576 | ) | ||||||
| Other reserves | 725,291 | 779,356 | ||||||||
| Accumulated losses | (810,340 | ) | (737,186 | ) | ||||||
| (85,049 | ) | (4,406 | ) | |||||||
| Non-controlling interests | (22,771 | ) | (28,505 | ) | ||||||
| Total deficits | (107,820 | ) | (32,911 | ) | ||||||
| * | Amounts less than €1,000. |
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.
F-3
Lanvin Group Holdings Limited
Interim condensed consolidated statements of cash flows
For the six months ended June 30, 2025 and 2024
(Unaudited)
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| Operating activities | ||||||||
| Loss for the period | (86,784 | ) | (69,376 | ) | ||||
| Adjustments for: | ||||||||
| Income tax benefits | (208 | ) | (489 | ) | ||||
| Depreciation and amortization | 21,311 | 22,456 | ||||||
| Reversal of provisions and impairment | (3,049 | ) | (2,220 | ) | ||||
| Employee share-based compensation | 174 | 827 | ||||||
| Net gains on disposals | (3,541 | ) | (1,970 | ) | ||||
| Finance costs | 12,419 | 13,278 | ||||||
| Reversal of expenses in respect of disputes | - | (1,158 | ) | |||||
| Fair value movement in warrants | (678 | ) | (2,851 | ) | ||||
| Change in inventories | 20,990 | 3,066 | ||||||
| Change in trade receivables | 3,643 | 9,063 | ||||||
| Change in trade payables | (23,927 | ) | 2,476 | |||||
| Change in other operating assets and liabilities | (9,749 | ) | (6,471 | ) | ||||
| Income tax paid | (102 | ) | (114 | ) | ||||
| Net cash used in operating activities | (69,501 | ) | (33,483 | ) | ||||
| Investing activities | ||||||||
| Payment for the purchase of property, plant and equipment, intangible assets and other long-term assets | (2,911 | ) | (5,586 | ) | ||||
| Proceeds from disposal of property, plant and equipment, intangible assets and other long-term assets | 4,790 | 1,806 | ||||||
| Net cash generated from / (used in) investing activities | 1,879 | (3,780 | ) | |||||
| Financing activities | ||||||||
| Repurchase of ordinary shares | (669 | ) | (9,414 | ) | ||||
| Proceeds from financing of intangible assets | 22,610 | - | ||||||
| Repayments of loan note | (8,547 | ) | - | |||||
| Proceeds from borrowings | 187,801 | 114,768 | ||||||
| Repayments of borrowings | (95,021 | ) | (55,519 | ) | ||||
| Repayments of lease liabilities | (15,580 | ) | (16,227 | ) | ||||
| Payment of borrowings interest | (5,568 | ) | (3,320 | ) | ||||
| Payment of lease liabilities interest | (4,214 | ) | (3,647 | ) | ||||
| Changes in ownership interest in a subsidiary without change of control | (479 | ) | - | |||||
| Capital contribution from non-controlling interests | - | 5 | ||||||
| Net cash generated from financing activities | 80,333 | 26,646 | ||||||
| Net change in cash and cash equivalents | 12,711 | (10,617 | ) | |||||
| Cash and cash equivalents less bank overdrafts at the beginning of the period | 18,043 | 27,850 | ||||||
| Effect of foreign exchange differences on cash and cash equivalents | (1,031 | ) | 646 | |||||
| Cash and cash equivalents less bank overdrafts at the end of the period | 29,723 | 17,879 | ||||||
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.
F-4
Lanvin Group Holdings Limited
Interim condensed consolidated statements of changes in equity
For the six months ended June 30, 2025 and 2024
(Unaudited)
|
Attributable to owners of the Company |
||||||||||||||||||||||||||||
| (Euro thousands) | Issued capital | Treasury shares | Other Reserves | Accumulated losses | Total | Non-controlling interests | Total equity | |||||||||||||||||||||
| Balance at December 31, 2024 | * | (46,576 | ) | 779,356 | (737,186 | ) | (4,406 | ) | (28,505 | ) | (32,911 | ) | ||||||||||||||||
| Comprehensive loss | ||||||||||||||||||||||||||||
| Loss for the period | - | - | - | (73,154 | ) | (73,154 | ) | (13,630 | ) | (86,784 | ) | |||||||||||||||||
| Currency translation difference | - | - | 10,860 | - | 10,860 | 1,989 | 12,849 | |||||||||||||||||||||
| Total comprehensive loss | - | - | 10,860 | (73,154 | ) | (62,294 | ) | (11,641 | ) | (73,935 | ) | |||||||||||||||||
| Transactions with owners | ||||||||||||||||||||||||||||
| Repurchase of ordinary shares | * | 46,576 | (47,245 | ) | - | (669 | ) | - | (669 | ) | ||||||||||||||||||
| Employee share-based compensation | - | - | 174 | - | 174 | - | 174 | |||||||||||||||||||||
| Changes in ownership interest in a subsidiary without change of control | - | - | (17,854 | ) | - | (17,854 | ) | 17,375 | (479 | ) | ||||||||||||||||||
| Total transactions with owners | * | 46,576 | (64,925 | ) | - | (18,349 | ) | 17,375 | (974 | ) | ||||||||||||||||||
| Balance at June 30, 2025 | * | * | 725,291 | (810,340 | ) | (85,049 | ) | (22,771 | ) | (107,820 | ) | |||||||||||||||||
| Balance at December 31, 2023 | * | (65,405 | ) | 806,677 | (571,931 | ) | 169,341 | (3,713 | ) | 165,628 | ||||||||||||||||||
| Comprehensive loss | ||||||||||||||||||||||||||||
| Loss for the period | - | - | - | (57,317 | ) | (57,317 | ) | (12,059 | ) | (69,376 | ) | |||||||||||||||||
| Currency translation difference | - | - | (2,538 | ) | - | (2,538 | ) | (260 | ) | (2,798 | ) | |||||||||||||||||
| Net actuarial reserve from defined benefit plans | - | - | 45 | - | 45 | - | 45 | |||||||||||||||||||||
| Total comprehensive loss | - | - | (2,493 | ) | (57,317 | ) | (59,810 | ) | (12,319 | ) | (72,129 | ) | ||||||||||||||||
| Transactions with owners | ||||||||||||||||||||||||||||
| Repurchase of ordinary shares | - | 9,414 | (9,414 | ) | - | - | - | - | ||||||||||||||||||||
| Employee share-based compensation | - | - | 827 | - | 827 | - | 827 | |||||||||||||||||||||
| Capital contribution from non-controlling interests | - | - | - | - | - | 5 | 5 | |||||||||||||||||||||
| Other | - | - | (1,607 | ) | - | (1,607 | ) | - | (1,607 | ) | ||||||||||||||||||
| Total transactions with owners | - | 9,414 | (10,194 | ) | - | (780 | ) | 5 | (775 | ) | ||||||||||||||||||
| Balance at June 30, 2024 | * | (55,991 | ) | 793,990 | (629,248 | ) | 108,751 | (16,027 | ) | 92,724 | ||||||||||||||||||
| * | Amounts less than €1,000. |
The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.
F-5
Lanvin Group Holdings Limited
Notes to the Interim Condensed Consolidated Financial Statements
At and for the six months ended June 30, 2025 and 2024
(Unaudited)
| 1. | General information |
Lanvin Group Holdings Limited (formerly known as Fosun Fashion Group Limited, and hereinafter referred to as “LGHL” or the “Company” and together with its consolidated subsidiaries, or any one or more of them, as the context may require, the “Lanvin Group” or the “Group”) is the holding company of the Lanvin Group and domiciled in Cayman Islands, the incorporation number of the Company is 382280 and the registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The Group is the leading global luxury fashion group, managing iconic brands worldwide including French couture house Lanvin, Italian luxury shoemaker Sergio Rossi, Austrian skinwear specialist Wolford, American womenswear brand St. John, and high-end Italian menswear maker Caruso. The Group’s brand portfolio covers a wide variety of fashion categories and leverages a combination of e-commerce, offline retail and wholesale channels, providing both growth opportunities as well as stability and resilience throughout the fashion cycle.
| 2. | Basis of preparation |
Statement of compliance with IFRS
These unaudited interim condensed consolidated financial statements of the Group (the “Interim Condensed Consolidated Financial Statements”) have been prepared in compliance with IAS 34 - Interim Financial Reporting (“IAS 34”). The Interim Condensed Consolidated Financial Statements should be read in conjunction with the Group’s consolidated financial statements at and for the year ended December 31, 2024 (the “ Annual Consolidated Financial Statements”), which have been prepared in compliance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies adopted are consistent with those applied in the Consolidated Financial Statements, except for the adoption of new and amended standards as disclosed in Note 3.
Contents and structure of the Interim Condensed Consolidated Financial Statements
The Interim Condensed Consolidated Financial Statements include the interim condensed consolidated statements of profit or loss, interim condensed consolidated statements of comprehensive loss, interim condensed consolidated statements of financial position, interim condensed consolidated statements of cash flows, interim condensed consolidated statements of changes in equity and the accompanying notes.
The Interim Condensed Consolidated Financial Statements are presented in Euro, which is the functional and presentation currency of the Company, and amounts are stated in thousands of Euros, unless otherwise indicated.
Going concern
For the six months ended June 30, 2025, the Group has incurred operating losses of €74.19 million, and net losses of €86.78 million. The Group had net liabilities of €107.82 million, net current liabilities of €310.57 million and an accumulated losses of €810.34 million as of June 30, 2025.
Management closely monitors the Group’s financial performance and liquidity position. Historically, the Group has been able to obtain debt and equity financing. The Group has funded operations primarily with issuances of preferred shares, long-term debt and net proceeds from revenues.
The Interim Condensed Consolidated Financial Statements have been prepared on a going concern basis because one of the Company's shareholders, Fosun International Limited, has committed to continue to provide adequate support for the Company to meet its obligations as they become due for at least 36 months from December 31, 2024.
F-6
Use of estimates
The preparation of the Interim Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities as well as the disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management’s best judgment at the date of these Interim Condensed Consolidated Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. Reference should be made to the section “Use of estimates” in the Consolidated Financial Statements for a detailed description of the more significant valuation procedures used by the Group in preparing its consolidated financial statements. Moreover, in accordance with IAS 34, certain valuation procedures, in particular those of a more complex nature regarding matters such as any impairment of non-current assets, are only carried out in full during the preparation of the annual consolidated financial statements, other than in the event that there are indications of impairment, in which case an immediate assessment is performed. Similarly, the actuarial valuations that are required for the determination of employee benefit provisions are also usually carried out during the preparation of the annual consolidated financial statements, except in the event of significant market fluctuations, or significant plan amendments, curtailments or settlements.
| 3. | Summary of significant accounting policies |
Changes in accounting policies
New Standards and Amendments issued by the IASB and applicable to the Group from January 1, 2025
| New IFRS Standards and Amendments to existing standards | Effective date | |
| IAS 21 Lack of Exchange ability (Amendments to IAS 21) | January 1, 2025 |
There are no accounting pronouncements which have become effective from 1 January 2025 that have a significant impact on the Interim Condensed Consolidated Financial Statements. The accounting policies applied in these Interim Condensed Consolidated Financial Statements are the same as those applied in the Group’s Annual Consolidated Financial Statements as at and for the year ended December 31, 2024.
New standards, amendments and interpretations not yet effective
| New IFRS Standards and Amendments to existing standards | Effective date | |
| IFRS 7 and IFRS 9 Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) | January 1, 2026 | |
| IFRS 7 and IFRS 9 Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) | January 1, 2026 | |
| Annual Improvements to IFRS Accounting Standards – Volume 11 | January 1, 2026 | |
| IFRS 18 Presentation and Disclosure in Financial Statements | January 1, 2027 | |
| IFRS 19 Subsidiaries without Public Accountability: Disclosures | January 1, 2027 |
At the date of authorization of these Interim Condensed Consolidated Financial Statements, a new, but not yet effective, amendment to existing Standard, has been published by the IASB. No amendment has been adopted early by the Group. The management had not yet completed the analysis necessary to assess the impacts of the new standards and the interpretations not yet applicable to the Group.
F-7
| 4. | Segment reporting |
The following tables summarize selected financial information by segment for the six months ended June 30, 2025 and 2024:
| For the six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| (Euro thousands) | Lanvin | Wolford | Caruso | St. John | Sergio Rossi | Other
and holding companies | Eliminations
and Unallocated | Group Consolidated | ||||||||||||||||||||||||
| Segment results | ||||||||||||||||||||||||||||||||
| Sales outside the Group | 27,932 | 32,985 | 17,627 | 39,654 | 14,961 | 236 | - | 133,395 | ||||||||||||||||||||||||
| Intra-Group sales | - | - | - | - | 353 | 3,151 | (3,504 | ) | - | |||||||||||||||||||||||
| Total revenue | 27,932 | 32,985 | 17,627 | 39,654 | 15,314 | 3,387 | (3,504 | ) | 133,395 | |||||||||||||||||||||||
| Cost of sales | (12,750 | ) | (14,481 | ) | (12,545 | ) | (12,403 | ) | (9,059 | ) | (353 | ) | 101 | (61,490 | ) | |||||||||||||||||
| Gross profit | 15,182 | 18,504 | 5,082 | 27,251 | 6,255 | 3,034 | (3,403 | ) | 71,905 | |||||||||||||||||||||||
| Other segment information | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 8,137 | 5,115 | 609 | 5,337 | 2,080 | 33 | - | 21,311 | ||||||||||||||||||||||||
| Of which: Right-of-use assets | 5,919 | 4,058 | 357 | 4,305 | 1,076 | - | - | 15,715 | ||||||||||||||||||||||||
| Other | 2,218 | 1,057 | 252 | 1,032 | 1,004 | 33 | - | 5,596 | ||||||||||||||||||||||||
| Provisions and impairment losses | (1,827 | ) | 1,045 | (67 | ) | 755 | (2,955 | ) | - | - | (3,049 | ) | ||||||||||||||||||||
| For the six months ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| (Euro thousands) | Lanvin | Wolford | Caruso | St. John | Sergio Rossi | Other
and holding companies | Eliminations
and Unallocated | Group Consolidated | ||||||||||||||||||||||||
| Segment results | ||||||||||||||||||||||||||||||||
| Sales outside the Group | 48,243 | 42,594 | 19,444 | 39,981 | 20,123 | 591 | - | 170,976 | ||||||||||||||||||||||||
| Intra-Group sales | 29 | - | 290 | - | 281 | 3,775 | (4,375 | ) | - | |||||||||||||||||||||||
| Total revenue | 48,272 | 42,594 | 19,734 | 39,981 | 20,404 | 4,366 | (4,375 | ) | 170,976 | |||||||||||||||||||||||
| Cost of sales | (20,268 | ) | (15,799 | ) | (14,010 | ) | (12,285 | ) | (10,186 | ) | (717 | ) | 667 | (72,598 | ) | |||||||||||||||||
| Gross profit | 28,004 | 26,795 | 5,724 | 27,696 | 10,218 | 3,649 | (3,708 | ) | 98,378 | |||||||||||||||||||||||
| Other segment information | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 8,437 | 6,229 | 563 | 4,799 | 2,393 | 35 | - | 22,456 | ||||||||||||||||||||||||
| Of which: Right-of-use assets | 5,739 | 5,470 | 329 | 3,756 | 1,435 | - | - | 16,729 | ||||||||||||||||||||||||
| Other | 2,698 | 759 | 234 | 1,043 | 958 | 35 | - | 5,727 | ||||||||||||||||||||||||
| Provisions and impairment losses | (727 | ) | 510 | 529 | (1,170 | ) | (1,362 | ) | - | - | (2,220 | ) | ||||||||||||||||||||
F-8
The following table summarizes non-current assets by geography at June 30, 2025 and December 31, 2024.
| At June 30, | At December 31, | |||||||
| 2025 | 2024 | |||||||
| EMEA (1) | 247,059 | 255,836 | ||||||
| North America (2) | 110,113 | 125,662 | ||||||
| Greater China (3) | 49,241 | 53,187 | ||||||
| Other Asia (4) | 1,645 | 2,837 | ||||||
| Total non-current assets (other than deferred tax assets) | 408,058 | 437,522 | ||||||
| (1) | EMEA includes EU countries, the United Kingdom, Switzerland, the countries of the Balkan Peninsula, Eastern Europe, Scandinavian, Azerbaijan, Kazakhstan and the Middle East. |
| (2) | North America includes the United States of America and Canada. |
| (3) | Greater China includes Mainland China, Hong Kong, Macao and Taiwan. |
| (4) | Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries. |
| 5. | Revenue |
The Group generates revenue primarily from the sale of its products (net of returns and discounts), and from fees for royalties and licenses received from third parties.
Breakdown of revenue by sales channel:
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| Direct To Consumer (DTC) | 80,102 | 104,574 | ||||||
| Wholesale | 46,757 | 59,589 | ||||||
| Other (1) | 6,536 | 6,813 | ||||||
| Total revenue by sales channel | 133,395 | 170,976 | ||||||
| (1) | Other revenues mainly include royalties and certain sales of old season products. |
Breakdown of revenue by geographic area:
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| EMEA | 55,411 | 75,704 | ||||||
| North America | 58,304 | 64,324 | ||||||
| Greater China | 10,237 | 19,761 | ||||||
| Other Asia | 9,443 | 11,187 | ||||||
| Total revenue by geographic area | 133,395 | 170,976 | ||||||
F-9
| 6. | Expenses by nature |
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| Personnel costs | 71,105 | 80,688 | ||||||
| Raw materials, consumables and finished goods used | 30,227 | 50,419 | ||||||
| Changes in inventories of finished goods and work in progress | 14,534 | 4,276 | ||||||
| Depreciation and amortization | 21,311 | 22,456 | ||||||
| Freight and selling expenses | 17,903 | 21,446 | ||||||
| Professional service fees | 17,554 | 17,292 | ||||||
| Net foreign exchange losses / (gains) | 10,302 | (3,353 | ) | |||||
| Lease expenses | 10,264 | 12,549 | ||||||
| Advertising and marketing expenses | 7,261 | 14,326 | ||||||
| Studies and research expenses | 3,957 | 2,388 | ||||||
| Office expenses | 2,004 | 3,010 | ||||||
| Travel expenses | 1,598 | 1,651 | ||||||
| Taxes and surcharges | 1,280 | 2,601 | ||||||
| Fair value changes on warrants | (678 | ) | (2,851 | ) | ||||
| Reversal of provisions and impairment | (3,049 | ) | (2,220 | ) | ||||
| Other | 8,553 | 6,119 | ||||||
| Total expenses | 214,126 | 230,797 | ||||||
| 7. | Finance costs |
Breakdown for finance income, finance expenses and net foreign exchange gains or losses:
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| Finance income | ||||||||
| - Net foreign exchange gains | 7,297 | 120 | ||||||
| - Interest income | 70 | 31 | ||||||
| Total finance income | 7,367 | 151 | ||||||
| Finance expenses | ||||||||
| - Interest expense on lease liabilities | (4,214 | ) | (3,647 | ) | ||||
| - Interest expense on borrowings | (15,502 | ) | (9,492 | ) | ||||
| - Other | (457 | ) | (199 | ) | ||||
| Total finance expenses | (20,173 | ) | (13,338 | ) | ||||
| Total finance costs - net | (12,806 | ) | (13,187 | ) | ||||
F-10
| 8. | Loss per share |
Basic and diluted loss per share were calculated as the ratio of net profit or (loss) attributable to the shareholders of the Company by the weighted average number of outstanding shares (basic and diluted) of the Company.
Basic and diluted net loss per share attributable to ordinary shares for the six months ended June 30, 2025 and 2024 are calculated as follows (in thousands, except share and per share amounts):
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| Net loss attributable to ordinary shares | (73,154 | ) | (57,317 | ) | ||||
| Weighted-average shares outstanding-basic and diluted (thousand shares) | 117,314 | 117,320 | ||||||
| Net loss per share: | ||||||||
| Basic and diluted (in Euro) | (0.62 | ) | (0.49 | ) | ||||
As the Group incurred net losses for the six months ended June 30, 2025 and 2024, basic loss per share was the same as diluted loss per share.
In the calculation of diluted earnings per shares, the warrants have been excluded as the average market price of ordinary shares during the period was lower than the exercise price of the warrants.
The following potentially dilutive outstanding securities were excluded from the computation of diluted loss per ordinary share because their effects would have been anti-dilutive for the six months ended June 30, 2025 or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:
| At June 30, | At June 30, | |||||||
| (Thousand shares) | 2025 | 2024 | ||||||
| Treasury shares | 8,651 | 27,702 | ||||||
| Warrants | 31,980 | 31,980 | ||||||
| Total outstanding shares of potentially dilutive securities | 40,631 | 59,682 | ||||||
F-11
| 9. | Right-of-use assets |
| (Euro thousands) | Real estate | Other | Total net carrying amount | |||||||||
| At December 31, 2024 | 130,699 | 898 | 131,597 | |||||||||
| Additions | 3,177 | 339 | 3,516 | |||||||||
| Disposals | (1,356 | ) | - | (1,356 | ) | |||||||
| Depreciation | (15,518 | ) | (197 | ) | (15,715 | ) | ||||||
| Reversal of impairment losses | 100 | - | 100 | |||||||||
| Contract modifications | 2,120 | - | 2,120 | |||||||||
| Net foreign exchange differences | (8,202 | ) | (24 | ) | (8,226 | ) | ||||||
| At June 30, 2025 | 111,020 | 1,016 | 112,036 | |||||||||
| 10. | Inventories |
| At June 30, | At December 31, | |||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| Raw materials, ancillary materials and consumables | 12,812 | 12,688 | ||||||
| Work-in-progress and semi-finished products | 6,534 | 7,784 | ||||||
| Finished goods | 54,670 | 69,240 | ||||||
| Total inventories | 74,016 | 89,712 | ||||||
The cost of inventories recognized as an expense in cost of sales amounted to €61,490 thousand and €72,598 thousand for the six months ended June 30, 2025 and 2024 respectively.
For the six months ended June 30, 2025, the net amount of €3,687 thousand inventory impairment loss was reversed as the goods were sold at an amount in excess of the written-down value (June 30, 2024: €3,269 thousand). The amount reversed was within cost of sales.
F-12
| 11. | Borrowings |
The following table provides a breakdown for non-current and current borrowings:
| (Euro thousands) | Guaranteed | Secured | Unsecured | Total borrowings | ||||||||||||
| At December 31, 2024 | 5,694 | 26,114 | 151,954 | 183,762 | ||||||||||||
| Repayments | (1,778 | ) | (63,107 | ) | (30,136 | ) | (95,021 | ) | ||||||||
| Proceeds | 28,872 | 42,334 | 116,595 | 187,801 | ||||||||||||
| Net foreign exchange difference | (3,313 | ) | (749 | ) | (3,653 | ) | (7,715 | ) | ||||||||
| At June 30, 2025 | 29,475 | 4,592 | 234,760 | 268,827 | ||||||||||||
| Repayable: | ||||||||||||||||
| - Within one year | 28,364 | 4,592 | 225,605 | 258,561 | ||||||||||||
| - In the second year | 764 | - | - | 764 | ||||||||||||
| - In the third year | 139 | - | 9,155 | 9,294 | ||||||||||||
| - Over three years | 208 | - | - | 208 | ||||||||||||
| 29,475 | 4,592 | 234,760 | 268,827 | |||||||||||||
| Portion classified as current liabilities | (28,364 | ) | (4,592 | ) | (225,605 | ) | (258,561 | ) | ||||||||
| Non-current portion | 1,111 | - | 9,155 | 10,266 | ||||||||||||
F-13
| 12. | Lease liabilities |
| (Euro thousands) | Lease liabilities | |||
| At December 31, 2024 | 154,072 | |||
| Additions due to new leases and store renewals | 3,085 | |||
| Interest expense | 4,214 | |||
| Repayment of lease liabilities (including interest expense) | (19,794 | ) | ||
| Contract modifications | 3,270 | |||
| Disposals | (1,544 | ) | ||
| Net foreign exchange differences | (10,340 | ) | ||
| At June 30, 2025 | 132,963 | |||
| Of which: | ||||
| Non-current | 100,294 | |||
| Current | 32,669 | |||
In certain countries, leases for stores entail the payment of both minimum amounts and variable amounts, especially for stores with lease payments indexed to revenue. As required by IFRS 16, only the minimum fixed lease payments are capitalized.
F-14
| 13. | Other current liabilities |
| At June 30, | At December 31, | |||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| Loan note | 39,588 | - | ||||||
| Due to related companies | 29,154 | 23,504 | ||||||
| Payroll and employee benefits payables | 20,932 | 21,222 | ||||||
| Accrued expenses | 17,259 | 17,809 | ||||||
| Tax payables | 9,069 | 11,069 | ||||||
| Customer advances | 3,393 | 4,140 | ||||||
| Warrant liabilities | 545 | 1,223 | ||||||
| Financing fund | - | 51,874 | ||||||
| Other | 7,040 | 8,179 | ||||||
| Total other current liabilities | 126,980 | 139,020 | ||||||
Loan note and financing fund
Financing fund is the investment to be made by Meritz Securities Co., Ltd.(“Meritz”), a Korean incorporated investment fund in the Company. On June 27, 2025, LGHL consummated the following transactions pursuant to a share buyback agreement with Meritz:
| · | Meritz sold and surrendered, and LGHL repurchased from Meritz 13,804,733 Ordinary Shares for a price equal to €48.1 million (the “Repurchase Price”); |
| · | Immediately thereafter, LGHL issued to Meritz a fixed rate 11.40% secured loan note (the “Loan Note”) for a principal amount equal to the Repurchase Price (the “Loan”). Pursuant to the Loan Note, LGHL agreed to repay the Loan in two installments by repaying (i) €8.50 million on June 30, 2025, and (ii) all outstanding amounts of the Loan on December 14, 2026; |
| · | The Repurchase Price payable by LGHL to Meritz was offset in its entirety against the issuance of the Loan Note by LGHL to Meritz. |
As of the end of June 2025, LGHL has completed the repurchase of all shares held by Meritz, and all the repurchased 19,050,381 shares have been cancelled.
| 14. | Share capital |
As of June 30, 2025, the share capital amounted to €118 (December 31, 2024: €132), comprising 116,944,667 fully paid-up ordinary shares with a par value of $0.000001. Excluding the 8,651,247 treasury shares, there were 116,944,667 shares issued and outstanding June 30, 2025.
The decrease in share capital resulted from the following transactions：
| · | Repurchasing 13,804,733 shares held by Meritz in June 2025 reduced share capital by €13. As of the end of June 2025, LGHL has completed the repurchase of all shares held by Meritz. The 19,050,381 shares have been cancelled, including 13,804,733 shares repurchased in June 2025 and the 5,245,648 shares repurchased in 2024, with this cancellation leading to a reduction of €46,576 thousand in treasury shares. |
| · | In June 2025, LGHL repurchased and cancelled 375,157 ordinary shares from Itochu Corporation, resulting in a decrease in share capital by €0.36. |
F-15
| 15. | Related party transactions |
Transactions with related parties
In addition to the transactions and balances detailed elsewhere in these financial statements, the Group had the following material transactions with related parties during the periods:
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| (i) Sales of goods | ||||||||
| Handsome Corporation (1) | 249 | 730 | ||||||
| (ii) Rental expenses | ||||||||
| Shanghai Fosun Bund Property Co., Ltd. (3) | - | 162 | ||||||
| (iii) Other service expenses | ||||||||
| Baozun Hong Kong Investment Limited and its subsidiaries (1) | 322 | 723 | ||||||
| (iv) Interest expenses | ||||||||
| Fosun International Limited (1) | 7,742 | 1,869 | ||||||
| Meritz Securities Co., Ltd. (4) | 2,442 | 5,224 | ||||||
| Shanghai Fosun High Technology (Group) Co., Ltd. (2) | 491 | 504 | ||||||
| FPI (US) I LLC (2) | 99 | 110 | ||||||
| Shanghai Fosun High Technology Group Finance Co., Ltd. (2) | 56 | - | ||||||
| Fosun JoyGo (HK) Technology Limited (2) | - | 2 | ||||||
| Total interest expenses | 10,830 | 7,709 | ||||||
F-16
| For the six months ended June 30, | ||||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| (v) Proceeds of shareholder loan | ||||||||
| Fosun International Limited | 86,102 | 58,127 | ||||||
| Shanghai Fosun High Technology Group Finance Co., Ltd. | 866 | 576 | ||||||
| FPI (US) I LLC | - | 2,790 | ||||||
| Total proceeds of shareholder loan | 86,968 | 61,493 | ||||||
| (vi) Repayments of shareholder loan | ||||||||
| Meritz Securities Co., Ltd. | 16,710 | 11,090 | ||||||
| Fosun International Limited | 9,151 | - | ||||||
| Shanghai Fosun High Technology Group Finance Co., Ltd. | 452 | - | ||||||
| Fosun JoyGo (HK) Technology Limited | - | 1,107 | ||||||
| Total repayments of shareholder loan | 26,313 | 12,197 | ||||||
| (vii) Repayments of financing fund | ||||||||
| Meritz Securities Co., Ltd. | 48,091 | - | ||||||
| (viii) Proceeds from financing of intangible assets | ||||||||
| Itochu Corporation (1) | 22,610 | - | ||||||
| (ix) Royalty | ||||||||
| Handsome Corporation | 1,390 | 1,503 | ||||||
| Itochu Corporation | 1,018 | 1,876 | ||||||
| Total royalty | 2,408 | 3,379 | ||||||
F-17
Balances with related parties
| At June 30, | At December 31, | |||||||
| (Euro thousands) | 2025 | 2024 | ||||||
| (i) Borrowings | ||||||||
| Fosun International Limited | 208,179 | 134,649 | ||||||
| Shanghai Fosun High Technology (Group) Co., Ltd. | 9,155 | 10,221 | ||||||
| FPI (US) I LLC | 2,300 | 2,579 | ||||||
| Shanghai Fosun High Technology Group Finance Co., Ltd. | 1,495 | 1,349 | ||||||
| Meritz Securities Co., Ltd. | - | 16,710 | ||||||
| Total borrowings | 221,129 | 165,508 | ||||||
| (ii) Other current liabilities | ||||||||
| Fosun International Limited | 14,857 | 7,362 | ||||||
| Shanghai Yu Garden Group and its subsidiaries | 9,043 | 9,671 | ||||||
| Shanghai Fosun Bund Property Co., Ltd. | 1,867 | 2,114 | ||||||
| Baozun Hong Kong Investment Limited and its subsidiaries | 1,532 | 1,105 | ||||||
| Shanghai Fosun Industrial Investment Co., Ltd. (2) | 923 | 1,030 | ||||||
| Shanghai Fosun High Technology (Group) Co., Ltd. | 361 | 403 | ||||||
| FPI (US) I LLC | 297 | 229 | ||||||
| Fosun Holdings Limited | 255 | 289 | ||||||
| Shanghai Fosun High Technology Group Finance Co., Ltd. | 19 | 3 | ||||||
| Meritz Securities Co., Ltd. | - | 53,172 | ||||||
| Total other current liabilities | 29,154 | 75,378 | ||||||
| (iii) Other current assets | ||||||||
| Fosun International Limited | 239 | 267 | ||||||
| (iv) Other non-current liabilities | ||||||||
| Itochu Corporation | 27,180 | 4,570 | ||||||
| Shanghai Fosun High Technology (Group) Co., Ltd. | 3,032 | 2,872 | ||||||
| Total other non-current liabilities | 30,212 | 7,442 | ||||||
Notes：
| (1) | One of the shareholders of the Group. |
| (2) | Subsidiaries of Fosun International Limited. |
| (3) | Joint venture of Fosun International Limited. |
| (4) | One of the shareholders of the Group from January 1, 2025 to June 26, 2025 and the related party transactions are accumulated transactions for this period. It ceased to be a related party from June 27, 2025, when the Group repurchased its shares. |
| 16. | Subsequent events |
Up to the approval date of the Interim Consolidated Financial Statements, the Group had no subsequent events to be disclosed.
F-18