PRESS RELEASE

from SEIF SPA (EPA:ALSEI)

Key Consolidated Results as of December 31, 2024

Independent Auditors' Report pursuant to Article 14 of Legislative Decree No. 39 of January 27, 2010

To the Shareholders of

Società Editoriale Il Fatto S.p.A.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of the Società Editoriale Il Fatto Group (hereinafter also referred to as the “Group”), which comprise the balance sheet as of December 31, 2024, the income statement, the statement of cash flows for the year then ended, and the explanatory notes.

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Società Editoriale Il Fatto Group as of December 31, 2024, and of its financial performance and cash flows for the year then ended in accordance with the Italian regulations governing the preparation of financial statements.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the section “Auditors' Responsibilities for the Audit of the Consolidated Financial Statements” of this report. We are independent of Società Editoriale Il Fatto S.p.A. in accordance with the ethical and independence requirements that are applicable under Italian law to the audit of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to the information provided by the Directors in the notes to the financial statements, in the paragraph “Going Concern,” regarding the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Responsibilities of Directors and the Board of Statutory Auditors for the Consolidated Financial Statements

The Directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with the Italian regulations governing their preparation, and, within the limits set by law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the parent company Società Editoriale Il Fatto S.p.A. or to cease operations, or have no realistic alternative but to do so.

The Board of Statutory Auditors is responsible for overseeing, as required by law, the process of financial reporting of the Group.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISA Italia, we exercised professional judgment and maintained professional skepticism throughout the audit. We also:

  • Identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; designed and performed audit procedures responsive to those risks; and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
  • Concluded on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluated the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtained sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicated with those charged with governance, identified at an appropriate level in accordance with ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on Other Legal and Regulatory Requirements

Opinions and Statement Pursuant to Article 14, Paragraph 2, Letters e), e-bis) and e-ter) of Legislative Decree No. 39/10

The Directors of Società Editoriale Il Fatto S.p.A. are responsible for preparing the management report of the Società Editoriale Il Fatto Group as of December 31, 2024, and for ensuring its consistency with the relevant consolidated financial statements and compliance with applicable law.

We performed the procedures set forth in auditing standard (SA Italia) 720B in order to:

  • Express an opinion on the consistency of the management report with the consolidated financial statements;
  • Express an opinion on compliance of the management report with the applicable legal provisions;
  • Issue a statement regarding any material misstatements in the management report.

In our opinion, the management report is consistent with the consolidated financial statements of the Società Editoriale Il Fatto Group as of December 31, 2024.

Further, in our opinion, the management report was prepared in accordance with applicable legal provisions. With reference to the statement pursuant to Article 14, paragraph 2, letter e-ter), of Legislative Decree No.

39/10, based on the knowledge and understanding of the entity and its environment obtained in the course of the audit, we have nothing to report.

Rome, April 14, 2025

KPMG S.p.A.

Matteo Ferrucci Partner

Independent Auditors' Report pursuant to Article 14 of Legislative Decree No. 39 of January 27, 2010

To the Shareholders of Società Editoriale Il Fatto S.p.A.

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Società Editoriale Il Fatto S.p.A. (hereinafter the “Company”), which comprise the balance sheet as of December 31, 2024, the income statement and the cash flow statement for the year then ended, and the explanatory notes.

In our opinion, the financial statements give a true and fair view of the financial position of Società Editoriale Il Fatto S.p.A. as of December 31, 2024, and of its financial performance and cash flows for the year then ended, in accordance with the Italian regulations governing their preparation.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the “Auditors' Responsibilities for the Audit of the Financial Statements” section of this report. We are independent of Società Editoriale Il Fatto S.p.A. in accordance with the ethical and independence requirements applicable under Italian law to the audit of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to the disclosures made by the Directors in the explanatory notes under the section “Going Concern,” regarding the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Responsibilities of the Directors and the Board of Statutory Auditors for the Financial Statements

The Directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with the Italian regulations governing their preparation, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Board of Statutory Auditors is responsible, within the terms provided by law, for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error; design and perform audit procedures responsive to those risks; and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors;
  • Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern;
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on Other Legal and Regulatory Requirements

Opinion on the Consistency of the Management Report with the Financial Statements

We have performed the procedures required under auditing standard (SA Italia) No. 720B in order to express an opinion, as required by law, on the consistency of the management report with the financial statements of Società Editoriale Il Fatto S.p.A. as of December 31, 2024, and on its compliance with the applicable laws.

In our opinion, the management report is consistent with the financial statements of Società Editoriale Il Fatto

S.p.A. as of December 31, 2024, and is prepared in accordance with applicable laws. Declaration pursuant to Article 14, paragraph 2, letter e), of Legislative Decree No. 39/10

The opinion expressed in this report on the financial statements is consistent with the content of the additional report addressed to the Board of Statutory Auditors, in its role as audit committee, prepared pursuant to Article 11 of Regulation (EU) No. 537/2014.

Rome, April 14, 2025 KPMG S.p.A.

Matteo Ferrucci Partner

Consolidated Income Statement as at 31/12/2024 vs 31/12/2023

Consolidated Profit and Loss Account (Euro)31/12/202431/12/2023
 

Revenues from sales and services
 


30.521.795
 


29.272.823
Changes in inventories120.38714.470
Miscellaneous income775.1191.258.654
Total Revenues31.417.30130.545.947
Increases in fixed assets4.506.1753.989.867
Value of Production35.923.47634.535.814
External Operating Costs  
(19.662.412)
 (19.206.711)
Added Value16.716.76514.873.402
Personnel Costs(12.485.489)(12.114.838)
Other operating charges(518.908)(497.224)
Gross Operating Margin (EBITDA)3.712.3682.261.340
Depreciation and Provisions(5.258.358)(5.315.578)
Operating Profit (EBIT)(1.545.990)(3.054.238)
Atypical charges(101.497)(128.477)
Result of the financial area(263.365)(126.371)
Profit before tax(1.910.852)(3.309.086)
income tax180.206921.046
Net result(1.730.646)(2.388.040)

Consolidated Balance Sheet as at 31/12/2024 vs. 31/12/2023

Consolidated Balance Sheet (Euro)31/12/202431/12/2023
 
Intangible Fixed Assets
 
9.250.069
 
8.867.130
Tangible fixed assets100.624130.168
Financial Fixed Assets753.971747.579
Fixed Capital10.104.6649.744.877
Inventories282.147152.464
Trade receivables2.651.7752.663.394
Other Credits4.083.3964.054.633
Accrued income and prepaid expenses363.627212.694
Short-term operations7.380.9457.083.185
Trade payables(5.859.340)(5.299.407)
Other debts(4.411.664)(3.864.695)
Accrued expenses and deferred income(2.845.341)(2.332.192)
Short-term operating liabilities(13.116.345)(11.496.294)
Net working capital(5.735.400)(4.413.109)
Provisions for risks(775.627)(662.143)
Severance pay(4.000.863)(3.634.854)
Medium- and long-term liabilities(4.776.490)(4.296.997)

INVESTED CAPITAL(407.226)1.034.771
Net assets(3.829.408)(2.082.159)
Medium-/long-term financial position985.7401.073.859
Short-term financial position2.436.4432.043.071
EQUITY AND DEBT  
1.034.771
NET FINANCIAL(407.226)

Consolidated Cash Flow Statement as at 31/12/2024 vs 31/12/2023

Financial Flows 
Consolidated Cash Flow Statement, Indirect Method (Euro) 
31.12.202431.12.2023
Profit (loss) for the year before income tax, interest, dividends(1.649.491)(3.186.017)
Adjustments for non-monetary items5.667.8645.793.863
Changes in net working capital1.502.494218.947
Other corrections(621.175)(355.036)
Cash flow from operations (A)4.899.6922.471.757
Cash flow from investing activities (B)(5.204.945)(4.372.396)
Cash flow from financing activities (C)103.2401.566.991
Increase (decrease) in cash and cash equivalents (A±B±C)(202.013)(333.648)
Cash and cash equivalents at beginning of year465.127798.775
Cash and cash equivalents at year-end263.114465.127
Change in cash and cash equivalents(202.013)(333.648)

Key consolidated results as at 31 December 2024

The consolidated results as at 31 December 2024 represent the consolidated annual figures of the Group formed by SEIF and its wholly-owned subsidiary Loft Produzioni S.r.l., which is active in the production audio-video content, primarily television.

A) Production value (in Euro thousands) 

31.12.2024
 

% V.o.P.
 

31.12.2023
 

% V.o.P.
 
1) revenues from sales and services
 
30.522
 
84,96%
 
29.273
 
84,76%
2) Changes in inventories of work in progress, semi- finished and finished products1200,34%140,04%
4) Increases in fixed assets for internal work4.50612,54%3.99011,55%
5) other revenues7752,16%1.2593,64%
Total (A) Production value35.923100%34.536100%

Production value increased by K/Euro 1,388 or 4.02% compared to 31 December 2023, of which K/Euro 1,249 was attributable to revenue from sales and services. The main items shown in the V.o.P. underwent

the following percentage changes compared to the previous year: (i) revenue from sales and services amounting to K/Euros 30,522 increased by 4.27%; (ii) fixed assets for internal work amounting to K/Euros 4.506, of which K/Euros 3,502 referred to TV content and K/Euros 1,004 to investments in technological innovation and digital transition, the new website ilfattoquotidiano.it and the new format of the magazine MillenniuM and development of the related website, showed an increase of 12.94%.

An analysis of Revenues from sales and services by segment shows the following:

A.1) Revenues from sales and services (in Euro thousands) 
31.12.2024
% of revenue 
31.12.2023
% of revenue 
Var.
 
Var %
Publishing sector23.79177,95%23.62680,71%1650,70%
Media content sector3.37411,05%2.5148,59%86034,19%
Advertising sector3.35611,00%3.13210,70%2247,15%
Total30.522100,00%29.273100,00%1.2494,27%

Publishing sector: revenues in the publishing sector recorded an overall growth of K/Euro 165 (+0.70%) despite the difficulties in the traditional market, particularly for print products. The decline in newsstand sales was offset by growth in revenues from books and subscriptions to digital publishing products. Total revenues from products in the digital version, mainly consisting of subscriptions, increased by around 13.5%. Revenues from the publishing segment mainly consisted of revenues from (i) newsstand sales of the daily newspaper in the amount of K/euros 13,963; (ii) print sales of the magazine MillenniuM in the amount of K/Euros 316; (iii) sales of Paper First books in the newsstand and bookstore channel in the amount of K/Euros€k 2,461; (iv) sales of subscriptions to publishing products and digital content in the amount of €k 7,051.

Media content segment: the media content segment's revenues show a total increase of K/Euro 860 (+34.19%). Specifically, in 2024, revenues are composed of: (i) exploitation of TV content of K/Euro 2,223; (ii) sales of theatre shows and events of K/Euro 503; (iii) TVLOFT App subscriptions of K/Euro 648.

Advertising segment: advertising revenue amounted to K/Euro 3,356, showing an increase of K/Euro 224 (+7.15%) compared to the year ended 31 December 2023. Revenues in 2024 essentially consist of (i) advertising sales on the daily newspaper in the amount of K/Euro 513; (ii) advertising sales on the website in the amount of K/Euros 2,828.

 
(in Euro thousands)
 
31.12.2024
 
% V.o.P.
 
31.12.2023
 
% V.o.P.
Value of Production35.923100,00%34.536100,00%
EBITDA3.71210,33%2.2616,55%
EBIT(1.546)-4,30%(3.054)-8,84%
EBT(1.911)-5,32%(3.309)-9,58%
Net result(1.731)-4,82%(2.388)-6,91%

Total production costs amounted to K/Euros 37,469, down K/Euros 121 compared to the year ended 31 December 2023, resulting in a recovery of margins, which is reflected in the growth of EBITDA, which reached 10.33% of V.o.p.. Costs for services decreased by about 2.58% or K/Euro 248 as a percentage

of V.o.p.. In particular, recorded a reduction in the industrial costs of printed publishing products also as a result of the streamlining and optimisation of print runs for the newspaper, magazine and books. This consequently led to a reduction in paper costs of K/Euro 246 and distribution costs of K/Euro 382. The increase in other costs for services, which partially reduce the aforementioned savings, is attributable to higher costs for the production of books and related royalties to be paid to authors as a result of the growth in volumes sold, as well as other costs for the acquisition of services relating, in particular, to the production of original television content.

As a result, the higher EBITDA value of K/Euros 3,712 as at 31 December 2024 (K/Euros 2,261 in 2023) and a decrease in production costs also had a positive effect on the negative EBIT value, which decreased to K/Euros -1,546 from K/Euros -3,054 in 2023, as a result of depreciation and amortisation of K/Euros 4.780, mainly referring to the amortisation portion of the investments related to the production of the content and television programmes "Loft productions", and accruals of K/Euros 479, inherent to the prudential estimates for restoring the Legal Risks Fund and the Provision for future sales of Books distributed by 31.12.2024

The EBT (K/Euros -1,911 compared to K/Euros -3,309 in 2023) and the Net result (K/Euros -1,731 compared to K/Euros -2,388 in 2022) improved compared to the year ended 31 December 2023.

As at 31 December 2024, Fixed Assets amounted to K/Euro 10,105. Gross investments amounted to K/Euros 5,134, mainly attributable to intangible fixed assets in the amount of K/Euros 5,055 and were essentially due to: (i) the production of television content; (ii) overall investments for digital and technological innovation; (iii) those dedicated to the development, realisation and innovation of new websites.

The Net Working Capital shows a negative value of K/Euro -5,735, as a result of the historicised difference between average collection and payment days related to ordinary operations and is composed exclusively of assets and liabilities related to ordinary operations. In particular, the change in the amount compared to the previous year (K/Euros -4,413 in 2023) is due to the increase in Other Liabilities, the increase in deferred income for more season subscriptions sold in 2024 and for the difference on payables for taxes and employee contributions for the month of December 2024, compared to 2023, paid in full in January 2025 as required by law. All components forming this value are due within the next financial year.

Equity shows a negative balance of K/Euros -3,829 (K/Euros -2,082 in 2023) and includes the loss for the period of K/Euros -1,731. The total value is affected by the elimination of intercompany items and the consequent elimination of values related to the contribution of the business unit known as Loft Produzioni. The impairment analysis carried out by Loft Produzioni S.r.l. assessed and confirmed the existence of the values of intangible fixed assets in the subsidiary and financial fixed assets in the parent company SEIF. It is specified that the value of the consolidated shareholders' equity has no relevance for the purposes of civil law regulations on share capital, for which only the values of the individual financial statements of the Group companies, which are positive, are relevant.

Net Financial Indebtedness amounted to K/Euros 3,422, slightly worse than K/Euros 3,117 in 2023 due to the increase in the Unicredit loan granted to the subsidiary in 2024, the outstanding balance of which at the balance sheet date was K/Euro 247. Net Financial Indebtedness essentially consists of: (i) current liquidity of K/Euros 263 and (ii) current financial debts of K/Euros 2,700 repayable in the 12 months following year-end, net of the portion due "beyond the year" of bank loans of K/Euros 986. This amount shown under "Non-current financial payables" refers to the instalments repayable starting from January 2026 of the loans granted in 2020 and 2024 by Unicredit S.p.A. and the loans granted by Intesa San Paolo in August 2023

Main results of SEIF as at 31 December 2024

With reference to SEIF's results for the year ended 31 December 2024, the following is reported.

  • Revenues from sales and services amounted to Euro 28,343 thousand, up from Euro 27,614 thousand in 2023.
  • Production value amounted to Euro 30,125 thousand, up from Euro 29,490 thousand in 2023.
  • EBITDA amounted to Euro 719 thousand, up from Euro 19 thousand in 2023.
  • EBIT amounted to Euro -607 thousand, an improvement from Euro -842 thousand in 2023.
  • The Result for the Year was Euro -985 thousand compared to Euro -707 thousand in 2023
  • Net Financial Indebtedness was Euro 3,224 thousand compared to Euro 3,238 thousand as of 31 December 2023.
  • Equity amounted to Euro 5,388 thousand compared to Euro 6,390 thousand as at 31 December 2023.

Allocation of the result

The Board of Directors resolved to propose to the Ordinary Shareholders' Meeting to carry forward the loss for the year of Euro 984 thousand by partially covering it through the utilisation of the retained earnings recorded under shareholders' equity.

Significant events during the year

The industrial plan that the Group is implementing, the update of which for the three-year period 2025 - 2027 was approved by the Company's Board of Directors on 4 December 2024 and whose strategic guidelines that envisage the transition from media company to community company are confirmed, has as its main objective that of overcoming the crisis of the traditional publishing market by creating value with the integration of projects that look to the future, enhancing the information offer of Fatto Quotidiano with the digital push that is being fully realised and at the same time creating alternative revenues linked to the brand. The Group's strategic plan focuses all its efforts on strengthening and expanding the Community of Il Fatto, giving more and more substance to the definition of Community Company.

Analysing the trends of the financial year, it can be seen that the second half of 2024 also showed solid signs of growth in subscriptions, book sales and also in advertising sales.

The theme of increasing views and thus maximising the monetisation of digital revenues, subscriptions and advertising, is at the heart of the investment objectives.

Always in line with developments towards technological innovation, SEIF on 9 December 2024, signed an investment contract for the acquisition of 10% of the share capital of Kikero Inc., a US start-up company founded by neuroscientist, researcher and SEIF Director Giulio Deangeli, owner of application aimed at enhancing learning speed through use of artificial intelligence and focused on the development of an application mainly dedicated to the Education branch. The investment in Kikero Inc. also aims to stimulate additional revenues in SEIF in addition to asset enhancement, and is aimed at both a national and international market. Internationalisation and innovation are therefore the key points of the choice of the Kikero Inc. operation.

The production and distribution activities of television content and theatrical performances, managed by the subsidiary Loft Produzioni S.r.l., also consolidated the growth already shown in the first half-year.

Significant events occurring after the end of the financial year

After the end of the financial year, there were no significant events to report, and management and sales activities continued as normal. The sales trend continues smoothly in all areas (publishing, advertising and training). The investment plan for the innovation of the technological infrastructure is also proceeding as planned, which in this first quarter of the year was focused in particular on the new website ilfattoquotidiano.it., launched on 20 March 2025.

The activities of the subsidiary Loft Produzioni S.r.l. are regular and in line with those planned. The production of television content is being expanded and subscriptions to the TVLOFT proprietary platform are being consolidated, in addition to the production and distribution activities of theatrical shows. Commercial relationships with several television stations are being solidly structured, as are co- production relationships with important national players with whom more ambitious production projects are being developed, both in terms of budget and growth in new segments being explored such as series and films.

There are therefore no particular facts to report that could restrict the smooth running of production and management activities and the implementation of programmes.

Foreseeable development of operations

Given the performance of the first two months of operations in 2025, in line with management's expectations for the current financial year, the regularity of operating cash flows, the near completion of the investment programmes relating to the two pillars of the strategic revolution envisaged in the 2025- 2027 industrial plan, and the availability of usable credit lines, it is expected that production and commercial activities will be regularly managed and therefore that business continuity will be operational. The forecasts of the results included in the Group's 2025-2027 industrial plan show an ability to increase revenues and overall margins, which will make it possible to recover the negative result of shareholders' equity, also influenced by the negative reserve for treasury shares in portfolio.

Convocation of the Shareholders' Meeting

On today's date, the Board of Directors resolved to call the Ordinary Shareholders' Meeting for 29 April 2025, the Board of Statutory Auditors having waived the longer term provided for by the Italian Civil Code, at the time and place that will be communicated in the relevant notice of call that will be published in accordance with the procedures and terms provided for by applicable laws and regulations, in order to

(i) viewing the consolidated financial statements and approving the financial statements as of 31 December 2024; (ii) resolving on the allocation of the result for the year; (iii) appointing the independent auditors for the period 2025-2027 and determining the fee pursuant to Legislative Decree 39/2010

 
  


Explanatory note, initial part

The financial statements of Società Editoriale Il Fatto SpA (hereinafter also “Company” or “SEIF”), drawn up in accordance with the provisions of articles 2423 et seq. of the Civil Code, interpreted and integrated by the accounting principles issued by the Italian Accounting Body (the 'OIC accounting principles'), consist of a Balance Sheet, Income Statement, Financial Statement and Notes to the Financial Statements.

The Financial Statement presents the positive or negative variations in liquid assets that occurred during the financial year and was drawn up using the indirect method using the format provided for by accounting principle OIC 10.

The Balance Sheet, the Income Statement and the Cash Flow Statement have been drawn up in Euro units, without decimal places, while the values reported in the Notes to the Financial Statements are expressed in thousands of Euros, unless otherwise specified.

Items with a zero amount in both the current and previous financial years are not indicated in the financial statements.

If the information required by specific provisions of law is not sufficient to give a true and correct representation, additional information deemed necessary for the purpose is provided.

With regard to the Company's activities, please refer to the Management Report, prepared by the Company's Directors to accompany these financial statements.

Significant events occurring after the end of the financial year, the proposed allocation of the financial year's result and the overall amount of commitments, guarantees and potential liabilities not resulting from the balance sheet are set out in specific paragraphs of these Notes to the Financial Statements.

It is specified that, pursuant to art. 2497 et seq. of the Civil Code, the Company is not subject to management and coordination activities by other entities.

General Postulates for Drafting the Budget

The valuation of the balance sheet items was made in accordance with the general postulates of prudence and competence, in the perspective of business continuity; the recognition and presentation of the items was carried out taking into account the substance of the transaction or contract, where compatible with the provisions of the Civil Code and the OIC accounting principles. The postulates of consistency in the valuation criteria, relevance and comparability of information were also respected.

In application of the above-mentioned postulates:

  • the valuation of the elements composing the individual items of assets or liabilities was carried out separately, to avoid that the capital gains of some elements could compensate for the capital losses of others. In particular, profits were included only if realized by the closing date of the financial year, while risks and losses pertaining to the financial year were taken into account, even if known after the closing of the same;
  • the income and expenses pertaining to the financial year were taken into account regardless of the date of collection or payment. The accrual basis is the temporal criterion with which the positive and negative income components were charged to the income statement for the purposes of determining the financial year result;
  • the Directors have made a prospective assessment of the company's ability to constitute a functioning economic complex intended to produce income for a foreseeable future period of time, relating to a period of at least twelve months from the balance sheet reference date. For further information on the assessment made by the Directors regarding the existence of the going concern assumption, please refer to the following paragraph "Going Concern";
  • the identification of rights, obligations and conditions was based on the contractual terms of the transactions and their comparison with the provisions of the accounting principles to ascertain the correctness of the registration or cancellation of patrimonial and economic elements.

The valuation criteria have not been modified with respect to the previous financial year in order to obtain a homogeneous measurement of the Company's results over the successive financial years. During the financial year, no exceptional cases occurred that made it necessary to resort to the derogation from the valuation criteria, pursuant to art. 2423, paragraph 5, of the Civil Code, as they were incompatible with the true and correct representation of the Company's financial and equity situation and economic result.

Furthermore, no revaluations of assets were carried out pursuant to specific laws on the matter.

The relevance of the individual elements that make up the balance sheet items was judged in the overall context of

the balance sheet. To quantify the relevance, both qualitative and quantitative elements were taken into account.

In application of the principle of relevance, pursuant to art. 2423, paragraph 4, of the Civil Code, the comments on the items of the financial statements are omitted in the Notes to the Financial Statements, even if specifically provided for by art. 2427 of the Civil Code or other provisions, in cases where both the amount of such items and the related information are irrelevant in order to give a true and fair representation of the Company's financial and equity situation and economic results.

For each item in the Balance Sheet, Income Statement and Cash Flow Statement, the corresponding values as of December 31, 2023 are indicated. Where the items are not comparable, those relating to the previous financial year have been adapted, providing the relevant comments in the Notes to the Financial Statements for the relevant circumstances.

In the presentation of the Balance Sheet and the Profit and Loss Account, no groupings have been made of the items preceded by Arabic numerals, as instead optionally provided for by art. 2423-ter, second paragraph, of the Civil Code.

Pursuant to art. 2424 of the Civil Code, it is confirmed that there are no assets or liabilities that fall under more than one item in the Balance Sheet.

Business Continuity

The financial statement as of December 31, 2024 closes with a loss of K/Euro 985 and a positive net equity of K/Euro 5,388.

For the purposes of preparing the financial statements as of 31 December 2024, the Directors have carried out their assessment of the existence of the going concern requirement, as required by law and the relevant accounting principles. As part of this analysis, they have assessed the elements of uncertainty and the related risks, including liquidity and financial risks, taking into account the time horizon of at least 12 months following the reference date of the financial statements.

The Directors, in carrying out their assessments, have drawn up the prospective liquidity plan for the 2025 financial year (the “Liquidity Plan”) which is based on the estimates included in the industrial plan (the “2025-2027 Plan”) approved on 4 December 2024, updated to take into account the actual 2024 results and the financing taken out up to the date of preparation of the Liquidity Plan. This plan provides for the repayment of debts falling due in 2025 for K/Euro 2,622 and the taking out of new financing for K/Euro 1,903.

The 2025-2027 Plan confirms the return to profitability and economic-financial balance in the medium term.

In the context of their assessments, the Directors considered that the effects of a possible and substantial failure to achieve at consolidated level the objectives reported in the 2025-2027 Plan and, consequently, in the Liquidity Plan, would represent a significant uncertainty that may cause significant doubts on the ability of the Group and therefore of the Company to continue to operate under the going concern assumption.

With reference to the uncertainty mentioned above, the Directors have identified the mitigation elements described below (the management of which already in 2024 has generated the verifiable reduction in industrial costs relating to the production and distribution activities of the newspaper on newsstands):

  • the Group's ability to modulate the timing, and possibly avoid supporting, a significant part of the planned investments, based on the financial resources actually available, consequently postponing the objectives of the 2020 Plan5-2027;
  • the possibility for the Parent Company to implement efficiency actions on the print run with consequent savings on printing and distribution costs;
  • the possibility of starting discussions with credit institutions in order to obtain additional credit facilities, in addition to those already provided for in the Liquidity Plan, to meet the obligations arising from regular company management in the execution of Plan 2025-2027.

In conclusion, while considering the above, the Directors considered it appropriate to use the going concern assumption for the preparation of the financial statements at 31 December 2024, based on the examination and evaluation of all currently available information as well as the mitigating factors described above.

It should be noted that the assessment of the existence of the assumption of business continuity involves a judgment, at a given moment, on the future outcome of events or circumstances that are by their nature uncertain. Therefore, this determination, although formulated on the basis of a careful consideration of all the information currently available, is susceptible to being revised based on the evolution of facts where the events currently reasonably foreseeable do not occur or where facts or circumstances emerge that are incompatible with them, are not currently known or in any case cannot be assessed in their scope. The Company will carry out constant monitoring of the evolution of the factors taken into consideration, so as to be able to take, where the conditions are met, the most appropriate corrective decisions.

Evaluation criteria

The criteria applied in the evaluation of the balance sheet items and in the value adjustments are in accordance with the provisions of the Civil Code and the indications contained in the national accounting principles of the OIC. Furthermore, the same have not changed compared to the previous financial year.

Intangible assets

Intangible assets are assets characterized by a lack of tangibility. They consist of costs that do not exhaust their utility in a single administrative period but manifest economic benefits over a time span of several financial years. Intangible assets include:

  • multi-year costs, which have characteristics that are more difficult to determine, with reference to their multi- year utility, compared to actual intangible assets (set-up and expansion costs, development costs);
  • intangible assets (industrial patent rights and intellectual property rights, concessions, licenses, trademarks and similar rights);
  • start-up;
  • intangible assets in progress;
  • down payments.

In accordance with the provisions of art. 2426, first paragraph, no. 1), of the Civil Code, and the indications contained in the national accounting principle no. 24 (“Intangible assets”), updated with the amendments published by the OIC on 29 December 2017, intangible assets are recorded, subject to the prior consent, where necessary, of the Board of Statutory Auditors, at purchase or production cost and are shown in the assets net of amortization and any write-downs. The purchase cost also includes accessory costs. The production cost includes all directly attributable costs and other costs, for the reasonably attributable portion, relating to the production period and up to the time from which the asset can be used.

Based on the innovations introduced by Legislative Decree no. 139/2015, and the indications contained in the OIC accounting principle no. 24, the capitalizable multi-year charges include:

  • installation and expansion costs;
  • “start-up” costs;
  • the costs of training and qualification of personnel;
  • development costs.

They can be recorded in the assets of the Balance Sheet when (a) their future utility is demonstrated; (b) there is an objective correlation with the related future benefits that the company will enjoy and (c) their recoverability can be estimated with reasonable certainty and this estimate is carried out giving prevalence to the principle of prudence. Intangible assets are recorded in the balance sheet assets only if individually identifiable, and if the company acquires the power to enjoy the future economic benefits deriving from the same asset and can limit access by third parties to such benefits and if their cost can be estimated with sufficient reliability.

Improvements and incremental expenses on third-party assets are recorded among "other intangible assets" if they cannot be separated from the assets themselves, otherwise such expenses are recorded among the specific items of tangible assets.

Fixed assets in progress are not subject to amortization. The amortization process begins when these values are reclassified to the respective items of intangible assets.

The cost of intangible assets, whose use is limited in time, is systematically amortized in each financial year in relation to their residual possibility of use. Amortization begins when the asset is available and ready for use. The systematic nature of the amortization is functional to the correlation of the expected benefits.

The intangible assets shown in the balance sheet were amortized based on the following rates:

DescriptionRate
Grants, Licenses, Trademarks and Similar Rights33.33 %
Renovation costs of instrumental property – via di Sant'Erasmo n. 2 (Rome)16.67% - 18.18% - 22.22%
Renovation costs of instrumental property – via di Sant'Erasmo18.18 % - 22.22 %
Renovation costs of instrumental real estate – via Restelli n. 5 (Milan)16.67% - 16.90%

It is specified that the renovation costs relating to the instrumental property located in Rome, in via di Sant'Erasmo

n. 2 and the Milan office, via Restelli n. 5, are amortized based on the residual duration of the rental contract, or if lower, on the duration of the right of residual use, or, if further lower, on the economic-technical life of the improvement made.

Tangible fixed assets

The economic utility of tangible fixed assets, tangible goods of durable use constituting part of the permanent organization of the Company, extends beyond the limits of a financial year. The reference to durable factors and conditions is not an intrinsic characteristic of the assets as such, but rather of their destination. They are normally used as tools for producing income from the characteristic management and are therefore not intended for sale, nor for transformation to obtain the products of the company. They may consist of:

  • tangible goods purchased or manufactured internally;
  • tangible assets under construction;
  • sums advanced in exchange for their purchase or production.

In accordance with the provisions of art. 2426, first paragraph, no. 1) of the Civil Code and the

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