MORAM CAPITAL – COMPANY NOTE

The Italian Sea Group – A Perfect Storm

Budget Fraud, Governance Collapse, and a Share Price in Free Fall
6 March 2026
MORAM Capital

The Italian Sea Group – Budget Fraud, Governance Collapse, and a Share Price in Free Fall

The Italian Sea Group is Italy’s leading builder of luxury megayachts over 50 metres and the third largest in the world. Founded and led by Giovanni Costantino. TISG operates four brands — Admiral (flagship, gigayachts >70m), Tecnomar (sport motor yachts), Perini Navi (sailing superyachts) and Picchiotti — alongside its NCA Refit division, one of the most important refit centres in the Mediterranean. CEO and founder Giovanni Costantino controls the company through GC Holding with a 53.6% stake. Notable minority shareholders include Alychlo, the family office of Belgian billionaire Marc Coucke (11.4%), and Giorgio Armani (4.99%).

The company’s trajectory had been exceptional during the last 15 years. From €23.6 million in revenues in 2009, TISG reached over €400 million in 2024, compounding at 21% annually for fifteen years. It went public in 2021, used the IPO proceeds to acquire Perini Navi out of bankruptcy, doubled its production capacity through three successive investment rounds (TISG 4.0, 4.1 and 4.2), and by 2024 had become – by far – the best-performing listed shipyard in Europe.

The stock peaked at an all-time high of €11.28 in March 2024, driven by a record backlog and a series of high-profile deliveries. MORAM Capital was the first independent research firm to cover the stock, and we were shareholders until February 2024, when we published our well-known (and at the time highly controversial) article “Time to Jump the Ship.” The past two years have been challenging for the industry due to the normalization of orders following the post-COVID peak, but especially for The Italian Sea Group, which has had to deal with the sinking of the Bayesian — a 56-metre Perini Navi sailing yacht that killed seven people, including British tech billionaire Mike Lynch. The incident inflicted lasting reputational damage on the Perini Navi brand, leading to a subsequent decline in sales and, more recently, internal governance and management scandals. At the time of writing this article, the stock is trading at around €2.

Chronology of the fall from grace of The Italian Sea Group

Mar 2024 TISG stock reaches all-time high of €11.28. Ranked 4th in Global Order Book 2025 (2nd worldwide in yachts >50m). Backlog at record levels. Aug 2024 Bayesian sinks off Sicily during a storm, killing 7. Perini Navi brand reputation severely damaged. New Perini Navi sales collapse to zero. TISG denies any design fault. Oct 2024 NY Times publishes article on the Bayesian sinking. TISG launches legal proceedings against the NYT. Stock continues to decline. 2025 The stock continued to decline — with the sell-off intensifying after disappointing order intake figures in the earnings releases — eventually reaching €3.60 in November, which marked a temporary bottom before recovering to around €4 following the announcement of more than €100 million in new sales. Jan 22, 2026 TISG files a €456m civil lawsuit in Sicily naming Bayesian's captain, two crewmembers, and registered owner Revtom, alleging crew negligence. Move is widely received as defensive and reputationally counterproductive. Feb 4, 2026 Salary payments delayed by eight days due to insufficient liquidity — first visible signal of the cash crisis. Feb 18, 2026 Board discloses 'extra-budget costs in the majority of ongoing projects.' Board approves a €25m shareholder loan from GC Holding (Costantino) — a related party transaction. Stock falls >35% on the day, from ~€4.20 to ~€2.60. All-time low of €2.515 reached. Feb 19, 2026 €25m loan disbursed by GC Holding. Salaries paid. Workers hold general assembly; two-hour strike follows. Local Prefect convenes crisis table with Mayor, unions, and Port Authority. Feb 24, 2026 International Factor Italia SpA issues payment request. Board of Statutory Auditors and auditor BDO file formal reports under D.Lgs. 14/2019 (art. 25-octies), flagging probable existence of a crisis/insolvency condition. Board granted 10-day response deadline. Feb 25, 2026 TISG publishes the Related Party Transaction information document on the €25m loan. Feb 27, 2026 Chairman Filippo Menchelli and Vice Chairman/CFO Marco Carniani resign simultaneously. Both explicitly contest the CEO's account of events at the February 18 board meeting and announce they will independently investigate the CEO's management. The Board unanimously elects Costantino as Chairman, combining CEO and Chairman roles. Stock -8.4% to ~€2.02. Feb 27, 2026 Independent director Laura Angela Tadini also resigns the same evening, citing disagreement with the decision to appoint Costantino as Chairman rather than an independent figure. Three board resignations in a single day. Mar 2, 2026 TISG publicly confirms: a group of employees - including senior managers who admitted acting without the CEO's or Board's knowledge - implemented a system to bypass the spending controls on contracts. KPMG formally appointed for forensic audit; first report expected in ~6 weeks. FY2025 accounts estimated to be delayed ~3 months from audit start. Disciplinary actions taken against employees. Stock at ~€1.90, -55% from pre-crisis level. Market cap ~€110m.

 

The Current Crisis of the Italian Sea Group

3.1 Operational: Falling Behind Peers

TISG’s order intake looks superficially acceptable at €246m but masks a structural problem: Q1 and Q2 were near-empty at €79m and €37m respectively, with Q3 rescued by contracts announced with considerable fanfare by Costantino. Meanwhile Sanlorenzo and Ferretti are running at three times TISG’s intake pace. The sales line tells the starker story – TISG is executing a thinning inherited backlog while peers compound theirs. The net backlog has eroded from €433m at end-2024 to ~€362m by H1 2025, and that figure predates whatever KPMG finds on the cost overruns embedded in those same contracts.

3.2 Management Credibility: A Pattern of Overpromising

  • Costantino’s communication style had already eroded market trust before February. The phrase “negotiations for large yachts expected to close between year-end and early next year” appeared in results statements for 2023, 2024 and H1 2025 — each time without the contracts materialising at the promised pace.
  • The mid-year guidance cut from €410–430m to €350–370m was framed as an external market phenomenon. We now know the internal cost erosion was already compounding. The market was not given the full picture. And as we said when they reduced the guidance, we believe they are not going to achieve it. Now it seems clear.
  • With FY2025 accounts delayed, no accounting officer in post, and a CEO whose version of events is publicly disputed by his former Chairman and CFO, there is currently no reliable information anchor. The next audited data point is not expected before June 2026 at the earliest.
  • If KPMG establishes that overruns accumulated from 2023 or 2024, every set of published financials since then carries restatement risk. That would expose the company to Consob scrutiny and potentially to minority shareholder claims – a legal overhang that could outlast the operational crisis itself.

3.3 Governance: Costantino Consolidates, Everyone Else Leaves

  • The board has been hollowed out. Following three resignations in a single day, Costantino now holds CEO and Chairman simultaneously – the precise outcome that departing independent director Tadini publicly opposed before resigning.
  • The appointment of his son Gianmaria as Chief Commercial Officer in 2024 had already signalled a dynastic management structure difficult to reconcile with the governance expectations of an Euronext Star-listed company.
  • The Art. 154-bis accounting officer role remains vacant. No qualified professional is willing to certify financial statements currently under forensic review. This is not a technicality – without this role filled, TISG cannot publish audited accounts.
  • Departing directors Menchelli and Carniani stated they will independently investigate Costantino’s management “in recent years” – not merely the February events. The temporal scope of that phrase matters.
  • The banking position is the other unknown. Covenant headroom is undisclosed, and if prior accounts are found to be materially misstated, lenders may have grounds to accelerate debt. Whether the syndicate supports a liquidity facility or tightens terms will do more to determine the resolution path than anything management communicates publicly.
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