Quarterly Report • Nov 16, 2022
Quarterly Report
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Additional periodic disclosure at September 30, 2022 Tamburi Investment Partners Group
We should all feel nothing but shame for the reputation that finance has earned itself in the last few years, but if you manage to guide healthy capital from successful businesses and the assets of families that wish to invest them intelligently in companies that want to grow, you are doing one of the most beneficial jobs in the world.
(TRANSLATION FROM THE ITALIAN ORIGINAL WHICH REMAINS THE DEFINITIVE VERSION)
| Corporate Boards | 3 |
|---|---|
| Interim Directors' Report | 4 |
| Quarterly consolidated financial report | |
| Financial Statements ▪ Consolidated income statement ▪ Consolidated comprehensive income statement ▪ Consolidated statement of financial position ▪ Statement of changes in consolidated equity |
11 |
| Notes to the quarterly consolidated financial report at September 30, 2022 | 15 |
| Attachments ▪ Declaration of the Executive Officer for Financial Reporting ▪ Changes in investments measured at FVOCI ▪ Changes in associated company investments |
26 |
Cesare d'Amico Vice Chairperson Claudio Berretti Executive Director & General Manager Isabella Ercole (1)(2) Independent Director * Giuseppe Ferrero (1) Independent Director * Sergio Marullo di Condojanni (1) Independent Director * Manuela Mezzetti (1)(2) Independent Director * Daniela Palestra (2) Independent Director * Paul Schapira Independent Director *
Giovanni Tamburi Chairperson and Chief Executive Officer Alessandra Gritti Vice Chairperson and Chief Executive Officer
| Myriam Amato | Chairperson |
|---|---|
| Fabio Pasquini | Statutory Auditor |
| Marzia Nicelli | Statutory Auditor |
| Marina Mottura | Alternate Auditor |
| Massimiliano Alberto Tonarini | Alternate Auditor |
PricewaterhouseCoopers S.p.A.
(1) Member of the appointments and remuneration committee
(2) Member of the control and risks, related parties and sustainability committee
* In accordance with the Self-Governance Code
The TIP Group reports for the first nine months a pro-forma consolidated profit of over Euro 122.7 million and shareholders' equity of Euro 1.14 billion, after dividend distributions in the period of over Euro 20 million and purchases of treasury shares for a further Euro 16.9 million.
The share of the result of the period of the associated companies contributed more than Euro 43 million and the capital gain on the sale of BE approximately Euro 100 million.
As in previous periods, the pro-forma income statement for the first nine months of 2022, calculated considering the capital gains and losses realised and the write-downs of investments in equity, is reported below. As known, we believe that this system, which was in effect until just a few years ago, is much more meaningful in presenting the results of TIP operations.
The Interim Directors' Report therefore comments upon the pro-forma figures, while the Notes provide disclosure upon the figures calculated as per IFRS 9.
| Consolidated income statement | IFRS 9 30/9/2022 |
Reclassification to income statement of capital gain (loss) realised |
Reclassification to income statement of adjustments to financial assets |
PRO FORMA 30/9/2022 |
PRO FORMA 30/9/2021 |
|---|---|---|---|---|---|
| (in Euro) | |||||
| Total revenues | 1.364.398 | 1.364.398 | 4.367.932 | ||
| Purchases, service and other costs | (1.893.363) | (1.893.363) | (4.052.341) | ||
| Personnel expenses | (25.764.270) | (25.764.270) | (44.419.696) | ||
| Amortisation | (265.296) | (265.296) | (259.289) | ||
| Operating profit/(loss) | (26.558.531) | 0 | 0 | (26.558.531) | (44.363.394) |
| Financial income | 114.276.355 | 2.472.937 | 116.749.292 | 134.538.460 | |
| Financial charges | (10.791.906) | (10.791.906) | (15.604.477) | ||
| Share of profit/(loss) of associates measured under the equity method |
43.584.055 | 43.584.055 | 44.074.136 | ||
| Adjustments to financial assets | (753.994) | (753.994) | (202.099) | ||
| Profit / (loss) before taxes | 120.509.973 | 2.472.937 | (753.994) | 122.228.915 | 118.442.625 |
| Current and deferred taxes | 571.069 | (29.675) | 0 | 541.394 | (2.511.653) |
| Profit / (loss) of the period | 121.081.042 | 2.443.262 | (753.994) | 122.770.309 | 115.930.972 |
| Profit/(loss) of the period attributable to the shareholders of the parent |
117.715.861 | 2.443.262 | (753.994) | 119.405.129 | 85.380.109 |
| Profit/(loss) of the period attributable to the minority interest |
3.365.181 | 0 | 0 | 3.365.181 | 30.550.863 |
The IFRS 9 income statement does not include capital gains in the period on the sale of equity investments of Euro 2.5 million.
The investees and in particular IPGH S.p.A., parent company of the Interpump Group, Roche Bobois SA, OVS S.p.A., ITH S.p.A., parent company of the Sesa Group, Beta Utensili S.p.A., BE S.p.A., Sant'Agata S.p.A., parent company of the Chiorino Group, Limonta S.p.A. and Elica S.p.A. continue to return excellent results, although having dealt with the impacts from rising raw material, transport and energy costs.
Advisory activity in the period recorded revenues of approximately Euro 1.3 million.
Personnel expenses were, as always, significantly affected by the variable remuneration component of the executive directors which, as noted, is results-based. The lesser impact compared to 2021 is due to the fact that the first nine months of 2021 included costs for the allocation of stock options.
In February, TIP and Stefano and Carlo Achermann signed a letter of intent with Engineering – Ingegneria Informatica S.p.A. outlining the key terms and conditions of an agreement for the sale of a 43.209% interest in BE to Engineering. Having satisfied all the conditions, the transaction was finalised on September 26, generating proceeds of Euro 131.6 million for TIP and a capital gain of approximately 100 million. The buyer now has an obligation to put forward a takeover bid on the BE shares. Simultaneous to the completion of the sale, a number of sellers reinvested, including TIP, Stefano and Carlo Achermann through their company and a number of BE Group key managers. Specifically, the reinvestment in Engineering totalled Euro 55.2 million (of which Euro 26.9 million from TIP).
Financial income also includes other capital gains, dividends of Euro 8 million, the fair value changes of derivative instruments for Euro 4.2 million and interest income and capital gains on bonds for Euro 0.9 million. Financial charges mainly refer to interest accrued on the bond for Euro 5.9 million, other interest on loans for Euro 1.9 million, capital losses on bonds for Euro 1.4 million, and decreases in the value of derivative instruments for approximately Euro 1 million.
The TIP Group consolidated net debt at September 30, 2022 – also taking into account the bond – but without considering the non-current financial assets and viewed by management as liquidity available in the short-term, totalled approximately Euro 351.6 million, compared to approximately Euro 380.8 million at December 31, 2021. The decrease in the period is largely attributable to the collection of the proceeds from the sale of BE (net of the reinvestment in Engineering) and bonds, net of the use of liquidity to finalise equity investments, the distribution of dividends and the purchase of treasury shares.
In February, through a Euro 10 million reserved capital increase, TIP acquired a 10% interest in Lio Factory, the parent company of a platform of alternative investments guided by a datadriven approach.
Also in February, StarTIP increased its investment in DV Holding (parent company of DoveVivo) by approximately Euro 2.6 million and the subscribed bond was reimbursed.
In March, TIP committed to cover, through Itaca Equity Holding S.p.A., up to a maximum Euro 39.5 million of the capital increase to be undertaken for a maximum Euro 60 million of Landi Renzo S.p.A., a Euronext Star Milan listed company engaged in alternative source automotive fuel and gas compression systems. In the first half of 2022, Itaca Equity Holding collected from the shareholders the funding necessary for the investment, which was then finalised between July and the beginning of September through taking a stake in the Landi family holding company, which controls the Landi Renzo Group, and then subscribing to its share of the capital increase. The capital increase was finalised in September with an overall investment by Itaca Equity Holding of approximately Euro 36 million, of which approximately Euro 9 million by TIP.
Following further purchases on the market in the period, the stake in OVS rose to 28.44% and that in Elica to 20.68%.
In April TIP signed an agreement to acquire 28.5% of Simbiosi S.r.l., a company which controls many activities to provide ecosystem services to industrial companies and to municipalities.
A new treasury share buy-back programme was also launched in April for up to an additional 7,000,000 shares, to be carried out by April 30, 2023. A total of 2,045,107 treasury shares were purchased in the first nine months of 2022, with an investment of approximately Euro 16.9 million.
The option was exercised in May to purchase additional ITH shares (Sesa's controlling holding), allowing for a slight increase in the shareholding, which is now at 21.36% on a fully diluted basis.
In July, TIP completed an investment in Mulan, a group that produces and distributes fresh and frozen Asian inspiration but Made in Italy ready meals, operating online and through more than 8,000 retail outlets in Italy and Europe.
In September, Clubitaly, a TIP associated company, signed agreements for the strategic and capital strengthening of Eataly which establish - on meeting the agreed conditions - the undertaking of a majority stake by an Investindustrial Group company in the parent company Eataly S.p.A.. Clubitaly, on satisfying these conditions, on closing: 1. will acquire an additional stake in Eataly at conditions allowing it to lower the average book value; 2. will not sell Eataly shares; 3. will have the right to be represented on the Eataly Board of Directors. On that date, shareholder agreements will come into force covering the Group's future governance and which provide, among other things, at the time of the future enhancement of shares in Eataly's capital, for mechanisms to protect the value for Clubitaly.
The first nine months results already announced by the main listed investees, i.e. Amplifon S.p.A., Elica S.p.A., Interpump Group S.p.A., Moncler S.p.A. and Prysmian S.p.A., are all very strong - nearly all improving on 2021. OVS S.p.A.'s half-year results to July 31, 2022 were also strong. For Sesa S.p.A., the first quarter ended July 31, 2022 saw further significant growth. Hugo Boss also returned strong results.
Following the Board of Directors' approval of the "A Culture of Sustainability" document, which further confirmed and detailed TIP's (historically consolidated) commitment to ESG issues, activities relating to commitments set out in the document are ongoing.
Amplifon reported good revenue, profitability and cash flow growth for the first three quarters of 2022. Consolidated revenues totalled Euro 1,539.7 million, increasing 11.6% on the same period of 2021. EBITDA was Euro 369.5 million, up 13.3% on the first nine months of 2021 (a 24% margin). The net financial debt was Euro 882.1 million, substantially unchanged on Euro 871.2 million at December 31, 2021, after net investments for M&A's of Euro 52.2 million, the distribution of dividends of Euro 58.2 million and the purchase of treasury shares for Euro 42.9 million.
BE has continued to grow and reported a 17.7% increase in revenues in the first nine months of 2022 to Euro 193.1 million, with adjusted EBITDA up 8.5% to Euro 28.5 million.
ELICA reported for the first nine months revenues of Euro 419 million, up 3% on the same period of the previous year. Adjusted EBITDA was Euro 25.6 million, growth of 2.8% on the first nine months of 2021.
Interpump Group returned very strong results for the first nine months of 2022. It reported revenues of Euro 1,544.9 million, growth of 33.8% on the same period of 2021 (+18.3% at like-for-like consolidation scope), with EBITDA of Euro 365.1 million, compared to Euro 281.9 million in the first nine months of 2021.
Moncler reported consolidated revenues of approximately Euro 1,556.6 million for the first nine months of 2022, growth of 32%, thanks to the 21% increase in Moncler brand revenues and the inclusion in the consolidation of Stone Island's revenues (not included in the first quarter of 2021), which also grew.
OVS in the half-year (financial year-end of January 31) saw further significant net sales growth, up 17.8% on the first half of 2021 to Euro 705.8 million. This growth was seen across all brands and sales channels. Adjusted EBITDA was Euro 82.3 million, up over Euro 22 million on H1 2021, with the EBITDA margin hitting 11.7% (compared to 10.0% in 2021), thanks to higher sales, the reduced mark-down and cost streamlining. The adjusted net financial position at July 31, 2022 was Euro 228.7 million, after the distribution of dividends of Euro 11.2 million and the purchase of treasury shares for Euro 12 million. The focus on ESG issues has resulted in OVS (for the second year in a row) ranking first in the "Fashion Transparency Index 2022", and can therefore be considered the world's most transparency-conscious apparel company.
Prysmian reported record revenues and earnings in the first nine months of 2022. Consolidated revenues amounted to Euro 12,089 million, with organic growth of 15%. Almost all businesses and geographical areas reported growth. Adjusted EBITDA reached Euro 1,131 million - a record increase of 56% on the first nine months of 2021. Following its best-ever results in the third quarter and a record backlog, the company again revised upwards its fullyear forecasts.
Roche Bobois grew revenues strongly throughout 2022, reporting Euro 306.2 million for the first nine months (+26.4% on the same period of the previous year). The order backlog is at a very high level and Euro 26 million ahead of September 2021. Based on the excellent results to-date and the confidence in achieving the 2022 budget objectives, the company decided to distribute an extraordinary dividend of Euro 1 per share.
Sesa continues on a very strong trajectory, reporting for the first quarter 2022/23 (financial year-end of April 30) revenues of Euro 669.9 million, increasing 21.2%, with EBITDA of Euro 47.6 million (+23.7% on the same period of the previous year). A net cash position is reported at July 31, 2022 of Euro 208.3 million, improving on Euro 179.2 million at July 31, 2021. In view of the strong results for the quarter, the expected contribution from the 10 acquisitions concluded from January 2022 and the forecast digitalisation demand growth on its markets, the Group revised its revenue and EBITDA growth guidance upwards.
Hugo Boss reported record revenues in the first nine months of 2022 of Euro 2,583 million, growth of 37% on the same period of 2021, with EBITDA of Euro 486 million (also up 35%). The strong growth forecast for 2022 was raised even further in light of these results.
Azimut Benetti, Beta Utensili, Chiorino, Ferrari, Bending Spoons and Vianova also reported profits in the period, while the results of Buzzoole, Digital Magics, DoveVivo and Talent Garden have significantly improved. Eataly's operations are recovering well, while Alpitour's revenues, orders and earnings growth are picking up.
The usual chart of the TIP stock as of 4 November 2022 shows, over the past decade, an excellent performance of the stock, + 383.9%, both in absolute terms and with respect to the main national and international indices. At ten 4 years, the total return (1) of the TIP stock was 449.0%, which corresponds to an average annual figure of approximately 44.9%.
TIP workings on data collected on November 4, 2022 at 18.11 source Bloomberg
(1) The total return is calculated by taking into account the performance of the TIP shares, the distributed dividends and the performance of the 2015-2020 TIP Warrants freely assigned to shareholders.
In this context, it is regrettable that the current TIP share price is so inexplicably depressed. With the target price of analysts at between Euro 12 and 13 per share and implied capital gains that at the current market prices of the listed investees comfortably exceed Euro one billion although are approximately two billion in terms of the level of Intrinsic Net Value - the current share price seems to us to have been severely penalised. We are therefore focused on buybacks as considering them an excellent way to continue investing liquidity in portfolio.
The related party transactions are detailed in note 24.
In November, TIP acquired 49% of the subsidiary TXR, which in turn holds an investment in Roche Bobois, for consideration of approximately Euro 50 million.
Minor investments and treasury share purchases also continued, alongside the usual liquidity management activities.
We are experiencing one of the most difficult-to-predict periods for many decades. The setback for globalisation from Russia's invasion of Ukraine, an unprecedented mismatch between the supply and demand of many goods, the unforeseeable labour market distortions across the world and the supply chain difficulties are factors - although overlapping - whose impacts are extremely difficult to predict. We however highlight the significant discrepancy between the performance of TIP's investees and the general environment - and not only in Italy. It is however likely that TIP and almost all the investees will deliver record results for 2022.
In such an environment, it is extremely difficult to predict the medium-term development of the TIP Group's results. However, as long-term investors it should be reiterated that:
Therefore, we and our investees face the near future, related to the business, with great serenity.
At September 30, 2022, treasury shares in portfolio totalled 16,913,708, equal to 9.173% of the share capital. At November 11, 2022, treasury shares in portfolio total 17,245,887, equal to 9.353% of the share capital.
On behalf of the Board of Directors Executive Chairperson Giovanni Tamburi
Milan, November 11, 2022
| Consolidated Income Statement | |
|---|---|
| Tamburi Investment Partners Group (1) |
| (in Euro) | Nine months period ended September 30, 2022 |
Nine months period ended September 30, 2021 |
Note |
|---|---|---|---|
| Revenue from sales and services | 1,307,110 | 4,313,420 | 4 |
| Other revenues | 57,288 | 54,512 | |
| Total revenues | 1,364,398 | 4,367,932 | |
| Purchases, service and other costs | (1,893,363) | (4,052,341) | 5 |
| Personnel expenses | (25,764,270) | (44,419,696) | 6 |
| Amortisation, depreciation & write-downs | (265,296) | (259,289) | |
| Operating Profit/(loss) | (26,558,531) | (44,363,394) | |
| Financial income | 114,276,355 | 21,361,498 | 7 |
| Financial charges | (10,791,906) | (15,604,477) | 7 |
| Share of profit of associated companies measured | |||
| under the equity method | 43,584,055 | 44,074,138 | 8 |
| Profit before taxes | 120,509,973 | 5.467.765 | |
| Current and deferred taxes | 571,069 | 9,471,499 | |
| Profit for the period | 121,081,042 | 14.939.264 | |
| Profit attributable to the shareholders of the | |||
| parent | 117,715,861 | 14,018,070 | |
| Profit attributable to minority interests | 3,365,181 | 921,194 | |
| Basic earnings per share | 0.70 | 0.08 | 19 |
| Diluted earnings per share | 0.69 | 0.08 | 19 |
| Number of shares in circulation | 167,465,593 | 168,932,876 |
1) The 9M 2022 income statement (as for 9M 2021) has been prepared in accordance with IFRS 9 and therefore does not include capital gains and losses in the period on the sale of equity investments, of Euro 2.5 million. In the Interim Directors' Report (page 4), the proforma income statement is presented, drawn up considering the capital gains and losses realised and the write-downs of investments in equity, which reports a net profit of approximately Euro 122.7 million.
| (in Euro) | Nine months period ended September 30, 2022 |
Nine months period ended September 30, 2021 |
Note |
|---|---|---|---|
| Profit for the period | 121,081,042 | 14,939,264 | |
| Other comprehensive income items | |||
| Income through P&L | |||
| Increase/(decrease) in associated companies measured under the equity method |
5,692,494 | 6,657,392 | 18 |
| Unrealised profit/(loss) | 5,747,111 | 6,687,899 | |
| Tax effect | (54,617) | (30,507) | |
| Increases/decreases in the value of current financial assets measured at FVOCI |
(7,423,769) | (2,934,078) | |
| Unrealised profit/(loss) | (7,564,524) | (3,123,745) | |
| Tax effect | 140,755 | 189,667 | |
| Income not through P&L | 18 | ||
| Increase/decrease investments measured at FVOCI |
(191,615,550) | 112,435,883 | |
| Profit/(Loss) | (193,819,307) | 113,488,693 | |
| Tax effect | 2,203,757 | (1,052,610) | |
| Increase/(decrease) in associated companies measured under the equity method |
(7,523,965) | 84,598 | |
| Profit/(Loss) | (7,612,403) | 84,600 | |
| Tax effect | 88,438 | (2) | |
| Other components | 42,986 | 17,794 | |
| Total other comprehensive | |||
| income/(expense) items | (200,827,804) | 116,261,589 | |
| Total comprehensive income | (79,746,762) | 131,200,853 | |
| Comprehensive income/(expense) | |||
| attributable to the shareholders of the parent |
(83,292,417) | 133,398,456 | |
| Comprehensive income/(expense) attributable to minority interests |
3,545,655 | (2,197,603) |
| (in Euro) | September 30, 2022 | December 31, 2021 Note | |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 140,396 | 156,335 | |
| Right-of-use | 2,082,443 | 2,304,592 | |
| Goodwill | 9,806,574 | 9,806,574 | |
| Other intangible assets | 11,979 | 7,675 | |
| Investments measured at FVOCI | 648,938,817 | 832,259,524 | 9 |
| Associated companies measured under the equity | |||
| method | 852,586,539 | 812,911,586 | 10 |
| Financial receivables measured at amortised cost | 2,583,232 | 8,521,350 | 11 |
| Financial assets measured at FVTPL | 0 | 2,571,382 | |
| Tax receivables | 617,278 | 528,485 | |
| Total non-current assets | 1,516,767,258 | 1,669,067,503 | |
| Current assets | |||
| Trade receivables | 399,964 | 779,572 | |
| Current financial receivables measured at | |||
| amortised cost | 12,773,822 | 0 | 12 |
| Derivative instruments | 2,083,592 | 7,062,360 | 13 |
| Current financial assets measured at FVOCI | 34,884,321 | 68,255,854 | 14 |
| Current financial assets measured at FVTPL | 4,389,415 | 4,211,460 | 15 |
| Cash and cash equivalents | 35,683,275 | 3,030,321 | 16 |
| Tax receivables | 99,654 | 1,172,143 | |
| Other current assets | 277,478 | 213,902 | |
| Total current assets | 90,591,521 | 84,725,612 | |
| Total assets | 1,607,358,779 | 1,753,793,115 | |
| Equity | |||
| Share capital | 95,877,237 | 95,877,237 | 17 |
| Reserves | 446,077,221 | 667,118,188 | 18 |
| Retained earnings/(accumulated losses) | 440,740,490 | 434,175,588 | |
| Result attributable to the shareholders of the | |||
| parent | 117,715,861 | 22,615,237 | 19 |
| Total equity attributable to the shareholders | |||
| of the parent | 1,100,410,809 | 1,219,786,250 | |
| Equity attributable to minority interests | 41,205,611 | 39,335,772 | |
| Total equity | 1,141,616,420 | 1,259,122,022 | |
| Non-current liabilities | |||
| Post-employment benefits | 413,969 | 410,631 | 20 |
| Derivative instruments | 0 | 5,161,953 | 21 |
| Financial liabilities for leasing | 2,021,852 | 2,021,852 | |
| Financial payables | 410,470,650 | 403,160,511 | 22 |
| Deferred tax liabilities | 1,374,236 | 4,398,600 | |
| Total non-current liabilities | 414,280,707 | 415,153,547 | |
| Current liabilities | |||
| Trade payables | 653,429 | 504,139 | |
| Current financial liabilities for leasing | 95,651 | 321,574 | |
| Derivative instruments | 1,366,842 | 0 | 21 |
| Current financial liabilities | 27,414,651 | 52,696,535 | 23 |
| Tax payables | 877,207 | 2,464,670 | |
| Other liabilities | 21,053,872 | 23,530,628 | |
| Total current liabilities | 51,461,652 | 79,517,546 | |
| Total liabilities | 465,742,359 | 494,671,093 | |
| Total equity and liabilities | 1,607,358,779 | 1,753,793,115 |
in Euro
| Share | Share | Legal FV OCI reserve FV OCI reserve | Treasury | Other | IFRS | Merger | Retained | Result | Equity | Net equity | Result | Equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| capital | premium | reserve without reversal | with reversal | shares | reserve | reserve | surplus | earnings for the period | shareholders | minorities for period | |||||
| reserve | to profit and loss to profit and loss | reserve | business | shareholders | of parent | minorities | |||||||||
| combination | of parent | ||||||||||||||
| At December 31, 2020 consolidated | 95,877,237 269,354,551 17,888,284 284,125,739 | (4,151,736) (91,517,648) (3,095,265) (483,655) 5,060,152 386,974,911 | 148,159 960,180,729 107,728,602 1,806,250 1,069,715,581 | ||||||||||||
| Change in fair value of investments | |||||||||||||||
| measured at FVOCI | 115,263,925 | 115,263,925 (2,828,041) | 112,435,883 | ||||||||||||
| Change in associated companies measured under the equity method | 84,598 | 6,570,190 | 6,654,789 | 87,201 | 6,741,990 | ||||||||||
| Change in fair value of current financial assets measured at FVOCI | (2,556,121) | (2,556,121) (377,957) | (2,934,078) | ||||||||||||
| Employee benefits | 17,794 | 17,794 | 17,794 | ||||||||||||
| Total other comprehensive income items | 115,348,523 | 4,014,069 | 17,794 | 119,380,386 (3,118,797) | 116,261,589 | ||||||||||
| Profit/(loss) of the period | 14,018,070 14,018,070 | 921,194 14,939,264 | |||||||||||||
| Total comprehensive income | 115,348,523 | 4,014,069 | 17,794 | 14,018,070 133,398,456 (3,118,797) | 921,194 131,200,853 | ||||||||||
| Reversal of FVOCI reserve due to capital gain realised | (71,916,088) | 71,916,088 | 0 | 0 | |||||||||||
| Change in reserves of associated companies measure under equity method | (2,637,313) | (2,637,313) | 226,352 | (2,410,962) | |||||||||||
| Change in oher reserves | 4 | 4 | 4 | ||||||||||||
| Dividends distribution | (16,931,320) | (16,931,320) (14,230,845) | (31,162,165) | ||||||||||||
| Allocation to legal reserve | 1,287,163 | (1,287,163) | 0 | 0 | |||||||||||
| Allocation profit 2020 | 148,159 | (148,159) | 0 1,806,250 (1,806,250) | 0 | |||||||||||
| Changes in consolidation area | 8,342,333 | (377,957) | (7,964,377) | 0 (55,866,946) | (55,866,946) | ||||||||||
| Stock Option exercise | 11,451,926 | 11,451,926 | 11,451,926 | ||||||||||||
| Allocation of Units related to performance shares | 2,639,492 | 2,639,492 | 2,639,492 | ||||||||||||
| Stock Option exercise | (326,792) | (17,096) | (343,888) | (343,888) | |||||||||||
| Acquisition of treasury shares | (10,500,513) | (10,500,513) | (10,500,513) | ||||||||||||
| Sale of treasury shares for stock option exercise | 2,943,619 | 11,878,563 (11,311,712) | 3,510,470 | 3,510,470 | |||||||||||
| At September 30, 2021 consolidated | 95,877,237 272,298,170 19,175,447 335,900,507 | (515,624) (90,139,598) (3,261,867) (483,655) 5,060,152 432,839,203 14,018,070 1,080,768,042 36,544,616 921,194 1,118,233,852 | |||||||||||||
| Share | Share | Legal FV OCI reserve FV OCI reserve | Treasury | Other | IFRS | Merger | Retained | Result | Equity | Net equity | Result | Equity | |||
| capital | premium | reserve without reversal | with reversal | shares | reserve | reserve | surplus | earnings for the period | shareholders | minorities for period | |||||
| reserve | to profit and loss to profit and loss | reserve | business | shareholders | of parent | minorities | |||||||||
| combination | of parent | ||||||||||||||
| At December 31, 2021 consolidated | 95,877,237 272,205,551 19,175,447 471,366,941 | 245,599 (96,635,969) (3,815,878) (483,655) 5,060,152 434,175,588 22,615,237 1,219,786,250 36,768,775 2,566,997 1,259,122,022 | |||||||||||||
| Change in fair value of investments | |||||||||||||||
| measured at FVOCI | (191,615,550) | (191,615,550) | (191,615,550) | ||||||||||||
| Change in associated companies measured under the equity method | (7,523,965) | 5,512,020 | (2,011,945) | 180,474 | (1,831,471) | ||||||||||
| Change in fair value of current financial assets measured at FVOCI | (7,423,769) | (7,423,769) | (7,423,769) | ||||||||||||
| Employee benefits | 42,986 | 42,986 | 42,986 | ||||||||||||
| Total other comprehensive income items | (199,139,515) | (1,911,749) | 42,986 | (201,008,278) | 180,474 | (200,827,804) | |||||||||
| Profit/(loss) of the period | 117,715,861 117,715,861 | 3,365,181 121,081,042 | |||||||||||||
| Total comprehensive income | (199,139,515) | (1,911,749) | 42,986 | 117,715,861 (83,292,417) | 180,474 3,365,181 (79,746,762) | ||||||||||
| Reversal of FVOCI reserve due to capital gain realised | (2,443,261) | 2,443,261 | 0 | 0 | |||||||||||
| Change in reserves of associated companies measure under equity method | (3,642,471) | (3,642,471) | 9,784 | (3,632,687) | |||||||||||
| (3) | (3) | ||||||||||||||
| Change in oher reserves | |||||||||||||||
| Dividends distribution | (18,493,596) | (18,493,596) (1,685,600) | (20,179,196) | ||||||||||||
| Allocation profit 2021 | 22,615,237 (22,615,237) | 0 2,566,997 (2,566,997) | 0 | ||||||||||||
| Allocation of Units related to performance shares | 2,937,871 | 2,937,871 | 2,937,871 | ||||||||||||
| Acquisition of treasury shares | (16,884,826) | (16,884,826) | (16,884,826) | ||||||||||||
| Assignment of treasury shares due to exercise of Units related to performance shares | (3,018,395) | 7,713,750 (4,695,355) | 0 | 0 |
The TIP Group is an independent and diversified industrial group, focused on Italian mediumsized companies, with a particular involvement in:
The parent company TIP was incorporated in Italy as a limited liability company and with registered office in Italy.
The company was listed in November 2005 and on December 20, 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP S.p.A. ordinary shares.
This 2022 third quarter consolidated report was approved by the board of directors on November 11, 2022.
The report was prepared on a going concern basis.
The quarterly consolidated financial report comprises the income statement, the comprehensive income statement, the statement of financial position, the statement of changes in shareholders' equity and the explanatory notes, together with the Directors' Report. The financial statements were prepared in units of Euro, without decimal amounts.
The quarterly consolidated financial report at September 30, 2022, pursuant to Article 82 of the Issuers' Regulation was prepared in condensed format, as permitted, and therefore do not contain all the disclosures required for annual financial statements.
The accounting standards and measurement criteria used to prepare this consolidated interim financial report are those outlined in the consolidated financial statements at December 31, 2021, with the exception of those adopted from January 1, 2022, as outlined in the consolidated half-year financial report and whose application did not have significant impacts.
The quarterly consolidated financial report at September 30, 2022 was not audited.
The consolidation scope includes the parent TIP - Tamburi Investment Partners S.p.A. and the companies over which it exercises direct or indirect control. An investor controls an entity in which an investment has been made when exposed to variable income streams or when possessing rights to such income streams based on the relationship with the entity, and at the same time has the capacity to affect such income steams through the exercise of its power. Subsidiaries are consolidated from the date control is effectively transferred to the Group, and cease to be consolidated from the date control is transferred outside the Group.
At September 30, 2022, the consolidation scope included the companies Clubtre S.r.l., StarTIP S.r.l. and TXR S.r.l.. The company Overlord S.p.A. (formerly Club 2 S.r.l.) ceased to be a subsidiary during May and was therefore reclassified as an associated company. The Shareholders' Meeting of Club 2 S.r.l. in fact approved its conversion into a joint-stock company, changing its name to Overlord S.p.A., accepting additional shareholders, among which Innishboffin S.r.l., a company held by Stefano Achermann and Carma Consulting S.r.l., a company held by Carlo Achermann and other BE S.p.A. key managers.
| Registered | Number of | Number of shares | |||
|---|---|---|---|---|---|
| Company Name | Office | Share capital | shares | held | % Held |
| Clubtre S.r.l. | Milan | 120,000 | 120,000 | 120,000 | 100.00% |
| StarTIP S.r.l. | Milan | 50,000 | 50,000 | 50,000 | 100.00% |
| TXR S.r.l. | Milan | 100,000 | 100,000 | 51,000 | 51.00% |
The details of the subsidiaries were as follows:
The consolidation of the subsidiaries is made on the basis of the respective financial statements of the subsidiaries, adjusted where necessary to ensure uniform accounting policies adopted by the Parent Company.
All inter-company balances and transactions, including any unrealised gains deriving from transactions between Group companies are fully eliminated. Unrealised losses are eliminated except when they represent a permanent impairment in value.
The choices adopted by the Group relating to the presentation of the consolidated financial statements is illustrated below:
statement of financial position: in accordance with IAS 1, the assets and liabilities should be classified as current or non-current or, alternatively, according to the liquidity order. The Group chose the classification criteria of current and non-current;
statement of changes in consolidated shareholders' equity, prepared in accordance with IAS 1.
TIP is a diversified, independent industrial group. Top management activity supported by the above-mentioned activities, both at marketing contact level and institutional initiatives and direct involvement in the various deals, is highly integrated. In addition, also in relation to execution activity, the activity is organised with the objective to render the "on-call" commitment more flexible of professional staff in advisory or equity activity.
In relation to this choice it is almost impossible to provide a clear representation of the separate financial economic impact of the different areas of activity, as the breakdown of the personnel costs of top management and other employees on the basis of a series of estimates related to parameters which could be subsequently superseded by the actual operational activities would result in an extremely high distortion of the level of profitability of the segments of activity.
In the present consolidated financial statements only details on the performance of the "revenues from sales and services" component is provided, related to the sole activity of advisory, excluding therefore the account "other revenues".
| Nine months period ended |
Nine months period ended |
|
|---|---|---|
| Euro | September 30, 2022 | September 30, 2021 |
| Revenue from sales and services | 1,307,110 | 4,313,420 |
| Total | 1,307,110 | 4,313,420 |
Revenues are highly dependent on the timing of success fee maturation, whose distribution varies throughout the year.
The account comprises:
| Nine months | Nine months | ||
|---|---|---|---|
| period ended | period ended | ||
| Euro | September 30, 2022 | September 30, 2021 | |
| 1. | Services | 1,464,481 | 3,399,071 |
| 2. | Other charges | 428,882 | 653,270 |
| Total | 1,893,363 | 4,052,341 |
Service costs mainly relate to general and commercial expenses and professional and legal consultancy. They include Euro 91,099 of audit fees and Euro 63,888 of emoluments of the Board of Statutory Auditors and the Supervisory Board. The high amount of service costs in the previous period was mainly due to commissions paid by Clubtre for the disposal of Prysmian shares.
Other charges principally include non-deductible VAT and stamp duties.
These costs include "Salaries and wages" and "Director's fees".
The cost in addition includes Euro 2,937,871 of charges accruing pro rata temporis for the allocation in the second half of 2019 of 2,500,000 units of the "TIP 2019-2021 Performance Shares Plan", and the allocation in the second quarter of 2022 of 2,000,000 units of the "TIP 2022-2023 Performance Shares Plan". In line with IFRS 2, the Units allocated were measured according to the equity settlement method.
The variable charges for directors are in line, as always, with the pro-forma performances of the company.
The account comprises:
| Nine months | Nine months | |
|---|---|---|
| period ended | period ended | |
| Euro | September 30, 2022 | September 30, 2021 |
| 1. Investment income |
108,232,729 | 9,254,533 |
| 2. Other income |
6,043,626 | 12,106,965 |
| Total financial income | 114,276,355 | 21,361,498 |
| 3. Interest and other financial charges |
(10,791,906) | (15,604,477) |
| Total financial charges | (10,791,906) | (15,604,477) |
| Net financial income | 103,484,449 | 5,757,021 |
| Nine months | Nine months | |
|---|---|---|
| period ended | period ended | |
| Euro | September 30, 2022 | September 30, 2021 |
| Gains from sale of investments | 100,192,115 | 0 |
| Dividends | 8,040,614 | 9,254,533 |
| Total | 108,232,729 | 9,254,533 |
The "Gain from the sale of investments" account concerns the gain from the sale of the BE investment, as outlined in the Directors' Report.
In the first nine months of 2022, the dividends related to the following investments (Euro):
| Amplifon S.p.A. | 1,920,021 |
|---|---|
| Prysmian S.p.A. | 1,303,051 |
| Moncler S.p.A. | 1,230,000 |
| BE S.p.A. | 1,144,567 |
| Hugo Boss A.G. | 756,000 |
| Vianova S.p.A. | 509,767 |
| Other companies | 1,177,208 |
| Total | 8,040,614 |
This mainly concerns the fair value changes of derivatives for Euro 4,180,624, interest income and gains on bonds for Euro 902,588, in addition to interest income from loans, bank interest and exchange gains.
| Nine months | Nine months | |
|---|---|---|
| period ended | period ended | |
| Euro | September 30, 2022 | September 30, 2021 |
| Interest on bonds | 5,939,222 | 5,777,834 |
| Other | 4,852,684 | 9,826,643 |
| Total | 10,791,906 | 15,604,477 |
"Interest on bonds" refers to the 2019-2024 TIP Bond of Euro 300 million calculated in accordance with the amortised cost method applying the effective interest rate.
The "Other" account includes bank interest on loans for Euro 1,893,914, losses on bonds for Euro 1,391,955, changes to the value of derivative instruments for Euro 998,404 and other financial charges and exchange losses.
The share of the profit/(loss) of the associated companies, resulting in income of approximately Euro 43.6 million, includes the profits of the investees IPGH (Interpump), ITH (SeSa), Elica, Limonta, OVS, Beta Utensili, Sant'Agata (Chiorino), Roche Bobois and Be (relating only to the first quarter of 2022) and the loss of Alpitour S.p.A.
For further details on these investments, reference should be made to note 10 "Investments in associated companies measured under the equity method" and attachment 2.
The account refers to minority investments in listed and non-listed companies.
| Euro | September 30, 2022 | December 31, 2021 |
|---|---|---|
| Investments in listed companies | 443,108,230 | 676,035,492 |
| Investments in non-listed companies | 205,830,587 | 156,224,031 |
| Total | 648,938,817 | 832,259,524 |
The changes in the investments measured at FVOCI are shown in Attachment 1.
The TIP Group today holds investments (Digital Magics, Eataly, Buzzoole, DoveVivo, Mulan Holding) not classified as associated companies, although in the presence of a holding above 20% and/or some indicators which would be associated with significant influence, as unable to provide periodic financial information such as to permit the TIP Group recognition in accordance with the equity method. The unavailability of such information represents a limitation in the exercise of significant influence and consequently it was considered appropriate to qualify these investments as measured at FVOCI.
| (10) Associated companies measured under the equity method | ||||
|---|---|---|---|---|
| Euro | September 30, 2022 | December 31, 2021 |
|---|---|---|
| Asset Italia S.p.A. | 99,205,723 | 107,768,399 |
| Be Shaping the Future S.p.A. | 0 | 30,063,250 |
| Beta Utensili S.p.A. | 114,286,176 | 113,858,867 |
| Clubitaly S.p.A. | 41,934,890 | 51,022,328 |
| Euro | September 30, 2022 | December 31, 2021 |
| Elica S.p.A. | 47,389,603 | 42,659,254 |
|---|---|---|
| IPG Holding S.p.A. Group | 128,025,944 | 112,820,170 |
| Itaca Equity Holding S.p.A. | 1,891,698 | 2,691,056 |
| Itaca Equity S.r.l. | 537,467 | 803,365 |
| ITH S.p.A. | 74,417,026 | 62,046,554 |
| Overlord S.p.A. | 26,989,415 | 0 |
| OVS S.p.A. | 174,982,920 | 153,691,798 |
| Roche Bobois S.A. | 84,636,158 | 80,685,694 |
| Sant'Agata S.p.A. | 57,616,416 | 54,161,016 |
| Other associated companies | 673,101 | 639,835 |
| Total | 852,586,539 | 812,911,586 |
The main changes in the period concern the increases for approximately Euro 45.6 million, the share of profits for approximately Euro 43.6 million, commented upon in Note 8, and the changes in the reserve of associated companies, negative for approximately Euro 5.4 million. The increases for approximately Euro 27 million concern the undertaking by TIP of its share of the Overlord S.p.A. capital increase. The latter has in turn invested in the Italian holding company that controls Engineering. Other increases concern for Euro 12.3 million new purchases of OVS shares, for approximately Euro 5.3 million the exercise of the option to purchase ITH shares and for approximately Euro 1.1 million the increase in the investment in Elica. A reduction of approximately Euro 31.5 million relates to the sale of the investment in BE and for approximately Euro 12.6 million the dividends received.
For further information on these investments, reference should be made to note 8 "Share of profit/(loss) of associated companies measured under the equity method" and to annex 2.
| (11) Non-current financial receivables measured at amortised cost | |||
|---|---|---|---|
| Euro | September 30, 2022 | December 31, 2021 | |
| Financial receivables measured at amortised cost | 2,583,232 | 8,521,350 | |
| Total | 2,583,232 | 8,521,350 |
Financial receivables measured at amortised cost refer mainly to the equity financial instruments issued by Talent Garden S.p.A. for Euro 1,576,438, subscribed through the subsidiary StarTIP. These instruments accrue 6% annual interest. The decrease on the previous year is due to the early collection in February of the bond undertaken in DV Holding S.p.A. for approximately Euro 2.5 million. The liquidity received was immediately reinvested in the purchase of shares in DV Holding S.p.A. for a total of Euro 2,580,622. In addition, the loans disbursed to Tefindue S.p.A., a company that indirectly holds a stake in Octo Telematics S.p.A., were reclassified to current as maturing in early 2023.
| (12) Current financial receivables measured at amortised cost | ||||||
|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | --------------------------------------------------------------- | -- |
| Euro | September 30, 2022 | December 31, 2021 |
|---|---|---|
| Financial assets measured at FVTPL | 12,773,822 | 0 |
| Total | 12,773,822 | 0 |
Current financial receivables measured at amortised cost concern for Euro 8,968,561 the noninterest bearing loan to Itaca Equity Holding S.p.A. for the completion of the Landi Renzo transaction. In October, the loan was used to subscribe to the capital increase of Itaca Equity Holding. The account also includes Euro 3,457,011 regarding the loans issued to Tefindue S.p.A. previously classified to non-current assets.
Derivative instruments comprise the ETF Short instruments. At December 31, 2021, the account included options to purchase ITH S.p.A. shares that were exercised in 2022.
| Euro | September 30, 2022 | December 31, 2021 |
|---|---|---|
| Current financial assets measured at FVOCI | 34,884,321 | 68,255,854 |
| Total | 34,884,321 | 68,255,854 |
These concern financial assets comprising investments in bonds for the temporary utilisation of liquidity. A number of securities, totalling Euro 20.3 million, are pledged as a guarantee for a loan.
| Euro | September 30, 2022 | December 31, 2021 |
|---|---|---|
| Current financial assets measured at FVTPL | 4,389,415 | 4,211,460 |
| Total | 4,389,415 | 4,211,460 |
Current financial assets measured at FVTPL concern the listed shares available-for-sale as temporary uses of liquidity.
The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.
| Euro | September 30, 2022 | December 31, 2021 |
|---|---|---|
| Bank deposits | 35,676,478 | 3,026,071 |
| Cash in hand and similar | 6,797 | 4,250 |
| Total | 35,683,275 | 3,030,321 |
The composition of the net financial position at September 30, 2022 compared with the end of the previous year is illustrated in the table below.
| Euro | September 30, 2022 | December 31, 2021 | |
|---|---|---|---|
| A | Cash and cash equivalents | 35,683,275 | 3,030,321 |
| B | Other cash equivalents | 0 | 0 |
| C | Other current financial assets | 54,131,150 | 79,529,674 |
| D | Liquidity (A+B+C) | 89,814,425 | 82,559,995 |
| Current financial debt (including debt instruments but | |||
| excluding the current portion of non-current financial | |||
| E | debt) | 18,351,205 | 53,621,106 |
| F | Current portion of non-current financial debt | 10,525,938 | 4,558,956 |
| G | Current financial debt (E+F) | 28,877,143 | 58,180,062 |
| H | Net current financial debt (G-D) | (60,937,782) | (24,379,933) |
| Euro | September 30, 2022 | December 31, 2021 | |
|---|---|---|---|
| Non-current financial debt (excluding current portion and | |||
| I | debt instruments) | 113,778,839 | 119,024,959 |
| J | Debt instruments | 298,713,663 | 286,157,404 |
| K | Trade payables and other non-current payables | 0 | 0 |
| L | Non-current financial debt (I+J+K) | 412,492,502 | 405,182,363 |
| M | Total financial debt (H+L) | 351,555,220 | 380,802,430 |
The decrease in the period is largely attributable to the collection from the sale of BE (net of the reinvestment in Engineering) and bonds, net of the use of liquidity to finalise equity investments, the distribution of dividends and the purchase of treasury shares.
The share capital of TIP S.p.A. amounts to Euro 95,877,236.52, represented by 184,379,301 ordinary shares.
At September 30, 2022, treasury shares in portfolio totalled 16,913,708, equal to 9.173% of the share capital.
| No. treasury shares at | No. of shares acquired | No. of shares sold at | No. treasury shares at |
|---|---|---|---|
| January 1, 2022 | at September 30, 2022 | September 30, 2022 | September 30, 2022 |
| 16,118,601 | 2,045,107 | 1,250,000 | 16,913,708 |
The shares sold refer to the allocation of shares to directors and employees on the exercise of performance shares units.
Additional disclosures on equity at September 30, 2022:
These amount to Euro 269,187,156 and reduced as a result of the allocation of shares to directors and employees following the exercise of the performance shares Units, as outlined above.
This amounted to Euro 19,175,447 and was unchanged compared to December 31, 2021.
The positive reserve amounts to Euro 269,784,164. This concerns the fair value changes to investments in equity, net of the relative deferred tax effect. The gains realised on partial divestments of holdings which in application of IFRS 9 were not reversed to profit or loss were reclassified from the reserve to retained earnings.
For details of changes, reference should be made to attachment 1 and to note 9 (Investments measured at FVOCI) and note 10 (Investments measured under the equity method).
The negative reserve amounts to Euro 1,666,150. These principally concern the fair value changes of securities acquired as temporary uses of liquidity. The relative fair value was reversed to the income statement on the sale of the underlying security.
The negative reserve amounts to Euro 105,807,045.
These were negative for Euro 9,172,847, mainly concerning negative changes on reserves of investments valued using the equity method. They include the reserve for the allocation of performance shares plan units.
The merger surplus amounts to Euro 5,060,152 and derives from the incorporation of SecontipS.p.A. into TIP S.p.A. on January 1, 2011.
Retained earnings amount to Euro 440,740,490 and increased on December 31, 2021 following the allocation of the 2021 net profit and the reclassification from the fair value OCI reserve without reversal to profit or loss of the gains realised on partial divestments of holdings not recognised to profit or loss.
The reserve was negative and amounts to Euro 483,655, unchanged compared to December 31, 2021.
At September 30, 2022, the basic result per share – net result divided by the average number of shares in circulation in the period taking into account treasury shares held – was a profit of Euro 0.70.
At September 30, 2022, the diluted result per share was a profit of Euro 0.69. This represents the net profit for the period divided by the number of ordinary shares in circulation at September 30, 2022, calculated taking into account the treasury shares held and considering any dilution effects generated from the shares servicing the performance shares plan.
At September 30, 2022, the balance of the account related to the Post-Employment Benefit due to all employees of the company at the end of employment service. The liability was not updated based on actuarial calculations.
They refer to call options for the benefit of third parties on shares in associated companies exercisable in 2023. They are measured at their fair value and any changes are written to the income statement. They were classified from non-current to current on the basis of the maturity date.
Financial payables of Euro 410,470,650 refer to:
In accordance with the application of international accounting standards required by Consob recommendation No. DEM 9017965 of February 26, 2009 and the Bank of Italy/Consob/Isvap No. 4 of March 2010, we report that this account does not include any exposure related to covenants not complied with.
The current financial liabilities of Euro 27,414,651 mainly concern:
The table reports the transactions with related parties during the period outlined in the amounts, type and counterparties.
| Party | Type | Payment / balance at September 30, 2022 |
Payment / balance at September 30, 2021 |
|
|---|---|---|---|---|
| Asset Italia S.p.A. | Revenues | 753,075 | 753,075 | |
| Asset Italia S.p.A. | Trade receivables | 253,075 | 253,075 | |
| Asset Italia 1 S.r.l. | Revenues | 3,075 | 3,075 |
| Party | Type | Payment / balance at September 30, 2022 |
Payment / balance at September 30, 2021 |
|---|---|---|---|
| Asset Italia 1 S.r.l. | Trade receivables | 3,075 | 3,075 |
| Asset Italia 3 S.r.l. | Revenues | 3,075 | - |
| Asset Italia 3 S.r.l. | Trade receivables | 3,075 | - |
| BE S.p.A. | Revenues | 45,000 | 45,000 |
| BE S.p.A. | Trade receivables | 15,000 | 15,000 |
| Clubitaly S.p.A. | Revenues | 25,575 | 25,575 |
| Clubitaly S.p.A. | Trade receivables | 25,575 | 25,575 |
| Gruppo IPG Holding S.p.A | Revenues | 22,500 | 22,500 |
| Gruppo IPG Holding S.p.A | Trade receivables | 22,500 | 22,500 |
| Itaca Equity S.r.l. | Revenues | 26,500 | 22,500 |
| Itaca Equity S.r.l. | Trade receivables | 11,500 | 7,500 |
| Itaca Equity S.r.l. | Shareholder loans | 710,000 | 550,000 |
| Itaca Equity Holding S.p.A. | Revenues | 7,500 | 7,500 |
| Itaca Equity Holding S.p.A. | Trade receivables | 7,500 | 7,500 |
| Itaca Equity Holding S.p.A. | Shareholder loans | 8,968,561 | - |
| Services provided to companies related to the Board of Directors | Revenues from services | 223,000 | 690,924 |
| Services provided to companies related to the Board of Directors | Trade receivables | 25,000 | 4,000 |
| Services received from companies related to the Board of Directors | Costs (services received) |
9,348,354 | 9,355,807 |
| Payables for services received from companies related to the Board of Directors |
Other payables | 8,935,010 | 8,881,026 |
The services offered for all the above listed parties were undertaken at contractual terms and conditions in line with the market.
On behalf of the Board of Directors Executive Chairperson Giovanni Tamburi
Milan, November 11, 2022
ATTACHMENTS
of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended September 30, 2022.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer for
Financial Reporting
Milan, November 11, 2022
| Balance at 1.1.2022 | increase | decreases | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| euro | historic | fair value | write-down | book value acquisition or | reclass. | fair value | decreases | fair value | reversal P/L movements | book value | |||
| cost | adjustments | P&L | fair value | subscription | increase | decreases | fair value | 30/09/2022 | |||||
| Non-listed companies | |||||||||||||
| Azimut Benetti S.p.A. | 38,990,000 | 43,610,000 | 82,600,000 | 23,000,000 | 105,600,000 | ||||||||
| Bending Spoons S.p.A. | 8,455,680 | 4,370,193 | 12,825,873 | 164,823 | 12,990,696 | ||||||||
| Buzzoole Plc. | 5,392,122 | (2,574,454) | 2,817,668 | (235,020) | 2,582,648 | ||||||||
| Dv Holding S.p.A. | 11,016,190 | 6,090,283 | 17,106,472 | 2,580,622 | 4,411,824 | 24,098,918 | |||||||
| Heroes Sr.l. (Talent Garden S.p.A.) | 2,515,809 | 10,361,992 | 12,877,801 | 12,877,801 | |||||||||
| Lio Factory Scsp | 0 | 10,013,888 | 10,013,888 | ||||||||||
| Mulan Holding S.r.l. | 0 | 7,050,752 | 7,050,752 | ||||||||||
| Talent Garden S.p.A. | 5,502,592 | 799,085 | 6,301,677 | 6,301,677 | |||||||||
| Vianova S.p.A. (già Welcome Italia S.p.A.) | 10,867,774 | 10,132,225 | 21,000,000 | 2,700,000 | 23,700,000 | ||||||||
| Other equity instr. & other minor | 927,941 | (133,402) | (100,000) | 694,539 | (80,332) | 614,207 | |||||||
| Total non-listed companies | 83,668,108 | 72,655,922 | (100,000) | 156,224,031 | 19,810,084 | 0 | 30,111,824 | (80,332) | (235,020) | 0 | 0 | 205,830,587 | |
| Listed companies No. of shares |
|||||||||||||
| Alkemy S.p.A. | 404,000 | 4,747,074 | 4,423,726 | 9,170,800 | (4,920,720) | 4,250,080 | |||||||
| Amplifon S.p.A. | 7,384,697 | 60,713,803 | 289,690,069 | 350,403,872 | (151,755,522) | 198,648,349 | |||||||
| Digital Magics S.p.A. | 2,289,555 | 12,132,968 | (3,570,033) | 8,562,935 | (1,396,629) | 7,166,307 | |||||||
| Ferrari N.V. | 22,500 | 3,617,109 | 1,501,641 | 5,118,750 | (805,500) | 4,313,250 | |||||||
| Stellantis N.V. | 11,038,180 | 3,979,220 | 15,017,400 | (11,038,180) | (1,746,758) | (2,232,462) | 0 | ||||||
| Hugo Boss AG | 1,080,000 | 80,298,115 | (22,518,115) | 57,780,000 | (5,940,000) | 51,840,000 | |||||||
| Moncler S.p.A. | 2,050,000 | 32,102,928 | 99,138,072 | 131,241,000 | (44,341,500) | 86,899,500 | |||||||
| Prysmian S.p.A. | 2,369,183 | 45,715,189 | 32,728,460 | 78,443,649 | (8,268,449) | 70,175,200 | |||||||
| Other listed companies | 28,662,927 | 810,025 | (9,175,865) | 20,297,087 | 6,880,827 | (2,744,193) | (4,312,031) | (240,474) | (65,673) | 19,815,543 | |||
| Total listed companies | 279,028,293 | 406,183,066 | (9,175,865) | 676,035,493 | 6,880,827 | 0 | 0 | (13,782,373) | (223,487,109) | (2,472,937) | (65,673) | 443,108,230 | |
| Total investments | 362,696,401 | 478,838,988 | (9,275,865) | 832,259,524 | 26,690,912 | 0 | 30,111,824 | (13,862,705) | (223,722,129) | (2,472,937) | (65,673) | 648,938,817 |
| Balance | Balance | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Euro | at 31.12.2020 | purchases / income from | share of | increase | increase | increase | decrease of increase of | increase | at 31.12.2021 | ||
| reclassifications | equity | results as per | (decrease) | (decrease) | (decrease) | FVOCI reserve | retained | (decrease) | |||
| investments | equity method | FVOCI reserve | FVOCI reserve | other reserves without reversal to P/L | earnings | ||||||
| without reversal to P/L | with reversal to P/L | realised | realised | ||||||||
| Asset Italia S.p.A. | 66,513,888 | 57,836,998 | (474,317) | (19,426,344) | 158,130 | 3,160,044 | 107,768,399 | ||||
| Asset Italia 2 S.r.l. | 66,264 | (30) | (66,234) | (0) | |||||||
| Be Think, Solve, Execute S.p.A. | 24,981,029 | 2,354,010 | 2,997,330 | 264,114 | 579,233 | (1,112,467) | 30,063,250 | ||||
| Beta Utensili S.p.A. (1) | 0 | 109,175,658 | 7,251,335 | (92,101) | 0 | (2,476,024) | 113,858,867 | ||||
| Clubitaly S.p.A. | 50,047,594 | 1,001,293 | (26,559) | 51,022,328 | |||||||
| Clubtre S.p.A. (1) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Elica S.p.A. | 39,954,856 | 2,441,090 | 466,581 | (203,273) | 42,659,254 | ||||||
| Gruppo IPG Holding S.p.A. | 97,849,059 | 15,127,414 | 2,969,800 | (1,162,150) | (1,963,953) | 112,820,170 | |||||
| Itaca Equity S.r.l. | 0 | 557,482 | 497,179 | (182,810) | (68,486) | 0 | 803,365 | ||||
| Itaca Equity Holding S.p.A. | 0 | 1,950,000 | 1,073,475 | (184,015) | (148,404) | 0 | 2,691,056 | ||||
| ITH S.p.A. | 59,727,137 | 6,707,406 | 77,970 | (3,893,127) | (572,832) | 62,046,554 | |||||
| OVS S.p.A. | 85,239,484 | 38,787,082 | 29,396,805 | 79,463 | 188,965 | 153,691,798 | |||||
| Roche Bobois S.A. | 74,738,527 | 6,556,540 | 198,588 | 912,111 | (1,720,073) | 80,685,694 | |||||
| Sant'Agata S.p.A. (1) | 0 | 51,876,761 | 2,881,464 | (97,173) | (20,036) | (480,000) | 54,161,016 | ||||
| Tip-Pre Ipo S.p.A. (2) | 26,374,834 | 3,721,826 | 567,811 | 169 | 64,190 | (30,728,830) | (0) | ||||
| Other associated companies | 663,432 | (23,597) | 639,835 | ||||||||
| Total | 526,156,105 | 263,539,284 | 4,818,133 | 54,083,870 | 158,299 | 6,874,586 | (3,598,277) | 0 | 0 | (39,120,413) | 812,911,586 |
(1) the increase refers to the purchases and to the changes in consolidation scope
(2) the decrease refers to the reclassification to subsidiaries
| Balance | Balance | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Euro | at 31.12.2021 | purchases / income from | share of | increase | increase | increase | decrease of increase of | increase | at 30.9.2022 | ||
| reclassifications | equity | results as per | (decrease) | (decrease) | (decrease) | FVOCI reserve | retained | (decrease) | |||
| investments | equity method | FVOCI reserve | FVOCI reserve | other reserves without reversal to P/L | earnings | ||||||
| without reversal to P/L | with reversal to P/L | realised | realised | ||||||||
| Asset Italia S.p.A. | 107,768,399 | (9,681,008) | (242,581) | 1,360,913 | 99,205,723 | ||||||
| Be Think, Solve, Execute S.p.A. (1) | 30,063,250 | (31,534,252) | 1,294,787 | 176,215 | 0 | ||||||
| Beta Utensili S.p.A. | 113,858,867 | 4,304,751 | (444,339) | (3,433,103) | 114,286,176 | ||||||
| Clubitaly S.r.l. | 51,022,328 | (82,606) | (9,004,832) | 41,934,890 | |||||||
| Elica S.p.A. | 42,659,254 | 1,082,391 | 2,725,733 | 1,370,759 | (448,534) | 47,389,603 | |||||
| Gruppo IPG Holding S.r.l. | 112,820,170 | 16,772,625 | 1,635,009 | 3,075,947 | (4,350,224) | (1,927,584) | 128,025,944 | ||||
| Itaca Equity Holding S.p.A. | 2,691,056 | (173,166) | (626,191) | 1,891,698 | |||||||
| Itaca Equity S.r.l. | 803,365 | 23,074 | (288,972) | 537,467 | |||||||
| ITH | 62,046,554 | 5,318,968 | 6,862,257 | 155,433 | 33,814 | 74,417,026 | |||||
| Overlord S.p.A. | 0 | 26,998,994 | (9,579) | 26,989,415 | |||||||
| OVS S.p.A. | 153,691,798 | 12,256,320 | 10,824,308 | 661,559 | 858,711 | (3,309,775) | 174,982,920 | ||||
| Roche Bobois S.A. (2) | 80,685,694 | 6,997,614 | 372,788 | 20,207 | (3,440,145) | 84,636,158 | |||||
| Sant'Agata S.p.A. | 54,161,016 | 3,692,000 | 210,400 | 33,000 | (480,000) | 57,616,416 | |||||
| Other associated companies | 639,835 | 33,265 | 673,101 | ||||||||
| Total | 812,911,586 | 14,122,421 | 0 | 43,584,055 | (7,612,404) | 5,848,298 | (3,676,811) | 0 | 0 | (12,590,606) | 852,586,539 |
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