Quarterly Report • May 18, 2022
Quarterly Report
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Additional periodic disclosure at March 31, 2022 Tamburi Investment Partners Group
| 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 March 31, 2022 |
15 |
| Attachments ▪ Declaration of the Executive Officer for Financial Reporting ▪ Changes in investments measured at FVOCI |
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 Simon 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
At consolidated level, TIP reports for the first three months a pro-forma profit of Euro 3.3 million and consolidated shareholders' equity of approximately Euro 1.16 billion. The quarter, in the absence of significant disposals, is therefore not comparable with previous years, in which we often undertook transactions which this year were not pursued in view of both economic and stock market developments. Furthermore, the consolidated shareholders' equity at March 31, 2022 was impacted by lower stock market prices than December 31, although the difference (between Euro 1.16 and Euro 1.26 billion) is marginal.
As in previous periods, the pro-forma income statement for the first three months of 2022, calculated considering the capital gains and losses realised and the write-downs of investments in equity, is reported below. 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 31/3/2022 |
Reclassification to income statement of capital gain (loss) realised |
Reclassification to income statement of adjustments to financial assets |
PRO FORMA 31/3/2022 |
PRO FORMA 31/3/2021 |
|---|---|---|---|---|---|
| (in Euro) | |||||
| Total revenues | 311,225 | 311,225 | 590,226 | ||
| Purchases, service and other costs | (625,176) | (625,176) | (2,354,997) | ||
| Personnel expenses | (2,404,179) | (2,404,179) | (34,631,472) | ||
| Amortisation | (87,718) | (87,718) | (85,877) | ||
| Operating profit/(loss) | (2,805,848) | 0 | 0 | (2,805,848) | (36,482,120) |
| Financial income | 4,199,752 | 2,268,430 | 6,468,182 | 108,942,763 | |
| Financial charges | (5,358,320) | (5,358,320) | (4,210,929) | ||
| Share of profit/(loss) of associates measured under the equity method |
4,376,923 | 4,376,921 | 13,678,878 | ||
| Adjustments to financial assets | (101,200) | (101,200) | (9,200) | ||
| Profit / (loss) before taxes | 412,507 | 2,268,430 | (101,200) | 2,579,735 | 81,919,391 |
| Current and deferred taxes | 748,961 | (27,221) | 0 | 721,740 | (3,484,384) |
| Profit / (loss) of the period | 1,161,468 | 2,241,209 | (101,200) | 3,301,475 | 78,435,007 |
| Profit/(loss) of the period attributable to the shareholders of the parent |
1,167,109 | 2,241,209 | (101,200) | 3,307,116 | 48,797,171 |
| Profit/(loss) of the period attributable to the minority interest |
(5,641) | 0 | 0 | (5,641) | 29,637,836 |
The IFRS 9 income statement does not include capital gains in the period on the sale of equity investments of Euro 2.2 million.
The share of profit/(loss) of associated companies reports income of approximately Euro 4.4 million, which, excluding Alpitour's loss, would have amounted to Euro 18.4 million. These figures were supported by the strong results of the investees IPGH S.p.A., parent company of the Interpump Group, 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 and Elica S.p.A.
Advisory activity recorded revenues of approximately Euro 0.3 million in the period.
Personnel costs decreased significantly on the first quarter of 2021, considering the very marginal impact of the variable remuneration of the executive directors, which as noted is linked to the period results. The costs for the first quarter of 2021 furthermore also included charges for the granting of stock options.
Financial income mainly includes some minor capital gains, changes in the fair value of derivative instruments for Euro 3.5 million and interest income and capital gains on bonds for Euro 0.5 million. Financial charges mainly refer to interest accrued on the bond for Euro 1.9 million, decreases in the value of derivative instruments for Euro 0.9 million and of listed shares available-for-sale for Euro 0.6 million, capital losses on bonds for Euro 1.3 million and other interest on loans for Euro 0.6 million.
The TIP Group consolidated net debt at March 31, 2022 – also taking into account the bond – but without considering the non-current financial assets, viewed by management as liquidity available in the short-term, totalled approximately Euro 419.2 million, compared to approximately Euro 380.8 million at December 31, 2021. The movement in the period essentially concerns the use of liquidity for investments in equity in the quarter.
In February, by way of a Euro 10 million reserved increase in capital, TIP acquired a 10% interest in Lio Factory, which heads up a platform of alternative investments (in special opportunities, real estate and deep tech) led by a data-driven approach.
Also 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. The terms of the agreement essentially call for: the sale of 58,287,622 BE shares at a price of Euro 3.45 per share (after collecting a dividend of Euro 0.03 per share) and a reinvestment by TIP and Stefano and Carlo Achermann in the Italian holding company that controls Engineering. The transaction is subject to a number of conditions, some of which have been satisfied (due diligence, commitment to sell other BE shares), in addition to others yet to be fully or partly satisfied (financing, Antitrust and Golden Power authorisations, among others). If finalised, the transaction will result in an obligation for the buyer to issue a public purchase offer for the BE shares, as well as a gain of more than Euro 100 million for TIP.
In February, through StarTIP, the investment in DV Holding (parent company of DoveVivo) was also increased by about Euro 2.6 million. At the same time, the previously issued bond was redeemed for the same amount.
In March, TIP committed to cover the subscription, through Itaca Equity Holding S.p.A., of 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 systems, in addition to compression systems. TIP's commitment is part of an agreement signed between the parent companies of Landi Renzo S.p.A. and Itaca Equity Holding covering the latter's undertaking of a stake in the Landi Renzo Group.
Following further purchases on the market, in March the stake in OVS rose to 28.44% of the share capital.
Treasury share purchases (amounting to approximately Euro 10 million) continued, as well as the management of investment of liquidity in listed bonds and shares.
The first three months results already announced by the main publicly listed investee companies, i.e. Amplifon S.p.A., Be 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, even improving on 2021, again confirming the excellence of these groups, as well as the solid strategic, operational and financial foundations upon which they exit the emergency period. OVS S.p.A.'s annual results for the year ended January 31, 2022 were also strong. Sesa S.p.A. for the first nine months of the year to January 31, 2022 posted new records. Hugo Boss also presented good results for the first quarter of 2022.
Following the Board of Directors' approval of the "A Culture of Sustainability" document on March 15, 2022, 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 further revenue, profitability and cash flow growth for the first three months of 2022. Consolidated revenues totalled Euro 495.8 million, increasing 15.7% on the same period of 2021. Recurring EBITDA was Euro 112.9 million, growth of 17.7% on the first three months of 2021. Both debt and free cash flow have further improved, even following net M&A investments of Euro 23.8 million and Euro 29.7 million in treasury shares purchased.
BE continued to grow in the first quarter of 2022, reporting revenue growth of 19.9% to Euro 62.1 million and EBITDA growth of 15.2% to Euro 10.6 million.
ELICA reported for the first three months revenues of Euro 144.9 million, up 5.1% on the same period of the previous year. Adjusted EBITDA was Euro 14.9 million, growth of 4% on the first three months of 2021.
Interpump Group returned very strong results for the first three months of 2022. It reported revenues of Euro 448.7 million, growth of 19.5% on Euro 375.6 million for the same period of 2021, with EBITDA of Euro 114.2 million, compared to Euro 91.5 million for the first quarter of 2021.
Moncler returned consolidated revenues of approximately Euro 589.9 million for the first three months of 2022, growth of over 60%, thanks to the 30% increase in Moncler brand revenues and the inclusion in the consolidation of Stone Island's revenues (not included in the first quarter of 2021). Stone Island in turn saw sustained growth, with revenues rising 32%.
OVS reports for the year (February 2021 - January 2022) significant net sales growth to Euro 1,359 million (+33.4% on 2020), in line with 2019, despite the imposition again in 2021 of a range of restrictions to deal with the pandemic, causing the many and extended sales point closures. All brands (both on the offline and online channels) saw significant growth. Adjusted EBITDA was Euro 147.2 million, up over Euro 74 million on 2020, with the EBITDA margin hitting 10.8% (compared to 7.2% in 2020), thanks to higher sales, the reduced mark-down and cost streamlining. Operations generated cash of Euro 129.8 million, with Euro 81 million injected into the company through the share capital increase of July 2021. The adjusted net financial position at January 31, 2022 was Euro 190.3 million, more than halving on Euro 401.1 million at January 31, 2021. A dividend of Euro 0.04 per share was proposed.
Prysmian returned record revenues and earnings in the first quarter of 2022. Consolidated revenues amounted to Euro 3,677 million, with organic growth of 11.4% (excluding the Projects segment; +13.6% including the Projects segment). Almost all businesses and geographical areas reported growth. Adjusted EBITDA was 288 million, increasing 75 million on the first quarter of 2021 (+35.2%).
Roche Bobois saw continued revenue growth in the first quarter of 2022 to Euro 92.9 million, from Euro 71.7 million in the same period of the previous year, with aggregate business volumes (including therefore franchising stores) of Euro 186.6 million (+5.6%).
Sesa reports for the first nine months of the 2021/22 financial year (its financial year ends on April 30) revenues of Euro 1,758 million (up 14.6%), with EBITDA of 124.5 million, +35.1% on the same period of the previous year, with prospects for further growth thanks to the consolidation of digital transformation demand over recent months. Further acquisitions were made in 2022. A net cash position is reported.
Hugo Boss reported record revenues in the first quarter of 2022 of Euro 772 million, growth of over 50% on the same period of 2021, with EBITDA of Euro 116 million (also up by over 50%). These results also confirm the strong growth forecast for 2022.
Azimut Benetti, Beta Utensili, Chiorino, Ferrari, Bending Spoons and Vianova also reported profits in the period, while those of Buzzoole, Digital Magics, DoveVivo and Talent Garden have significantly improved. Eataly and Alpitour have seen operations rebound well.
The ten-year TIP share chart (at May 6, 2022) highlights the excellent performance of the TIP
share, up 427.4%, both on a stand-alone basis and as compared to the main national and international indices. The ten-year total return(1) of the TIP share was 491%, for an average annual gain of nearly 50%.
TIP workings on data collected on May 6, 2022 at 21.02 source Bloomberg
The related party transactions are detailed in note 24.
In April, TIP signed an agreement to acquire 28.5% of Simbiosi S.r.l., which - following a corporate restructuring process - shall control all of the activities and technologies developed in over 20 years, tested also at the Giulio Natta Innovation Center and at large "captive" farms, to provide ecosystem services to industrial companies and 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.
The option was exercised in May to purchase additional ITH shares (Sesa's controlling holding), slightly increasing the shareholding to 21.36% on a fully diluted basis.
(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.
As part of the purchase of BE Shaping the Future S.p.A by Engineering - Ingegneria Informatica S.p.A., following the announcement of the conclusion of the due diligence activities by Engineering, with a substantially positive outcome and the renewal and extension to May 20 of the commitment underlying the letter of intent signed on February 11, 2022, a number of BE shareholders sent Engineering communications specifying their unilateral commitment to sell to Engineering, in the context of and subject to the completion of the sale which involves TIP and at a unit price of Euro 3.45 per share, additional BE shares comprising 7.998% of BE share capital (8.446% fully diluted of the treasury shares), thus fulfilling the condition under the agreement requiring the availability of at least 50.1% for the buyer.
The purchase of treasury shares, the purchase and resale of bonds and other listed shares also continued within the scope of the usual active management of liquidity.
As already indicated, we are probably experiencing the most challenging and difficult-tocomprehend period in many decades. We knew that the financial crisis would have an epilogue, while the COVID period was expected to be shorter (although it may not be entirely over), although most of its economic repercussions are most likely behind us. The step backwards for globalisation with Russia's invasion of Ukraine, the incomprehensible mismatch between the demand and supply of many goods and the enormous logistical chain difficulties are however simultaneous and their effects may be more structural and long-lasting.
The fact that in less than three months we have gone from widespread enthusiasm for strong and comprehensive global economic growth to perceptions of difficulty for all involved, with looming recession, inflation and war, is greatly confusing everyone.
In such an environment, making forecasts for TIP is extremely difficult and for reasons of professionalism is one we would prefer not to take. However, as medium to long-term investors, we consider it appropriate to restate:
Therefore, we, together with our investees, look at least to the near term with quiet confidence.
At March 31, 2022, treasury shares in portfolio totalled 16,255,393, equal to 8.816% of the share capital. At May 13, 2022, treasury shares in portfolio totalled 16,240,216, equal to 8.808% of the share capital.
On behalf of the Board of Directors The Chairperson Giovanni Tamburi
Milan, May 13, 2022
| (in Euro) | Three months period ended March 31, 2022 |
Three months period ended March 31, 2021 |
Note |
|---|---|---|---|
| Revenue from sales and services | 286,600 | 583,888 | 4 |
| Other revenues | 24,625 | 6,338 | |
| Total revenues | 311,225 | 590,226 | |
| Purchases, service and other costs | (625,176) | (2,354,997) | 5 |
| Personnel expenses | (2,404,179) | (34,631,472) | 6 |
| Amortisation, depreciation and write-downs | (87,718) | (85,877) | |
| Operating loss | (2,805,848) | (36,482,120) | |
| Financial income | 4,199,752 | 9,442,763 | 7 |
| Financial charges | (5,358,320) | (4,210,929) | 7 |
| Share of profit of associated companies measured | |||
| under the equity method | 4,376,923 | 13,678,878 | 8 |
| Profit (loss) before taxes | 412,507 | (17,571,408) | |
| Current and deferred taxes | 748,961 | 7,796,885 | |
| Profit (loss) | 1,161,468 | (9,774,523) | |
| Profit (loss) attributable to the shareholders of | |||
| the parent | 1,167,109 | (9,620,894) | |
| Loss attributable to minority interests | (5,641) | (153,629) | |
| Basic earnings (loss) per share | 0.01 | (0.06) | 19 |
| Diluted earnings (loss) per share | 0.01 | (0.06) | 19 |
| Number of shares in circulation | 168,123,908 | 169,396,408 |
1) The Q1 2022 income statement (as for Q1 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 2.2 million. In the Interim Directors' Report (page 5), 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 3.3 million.
| (in Euro) | Three months period ended March 31, 2022 |
Three months period ended March 31, 2021 |
Note | |
|---|---|---|---|---|
| Profit (loss) | 1,161,468 | (9,774,523) | ||
| Other comprehensive income items | ||||
| Income through P&L | ||||
| Increase/(decrease) in associated companies measured under the equity |
18 | |||
| method | (2,353,645) | (4,238,685) | ||
| Unrealised profit/(loss) Tax effect |
(2,336,030) (17,615) |
4,263,843 (25,128) |
||
| Increases/decreases in the value of current financial assets measured at FVOCI |
(1,632,953) | (3,462,105) | ||
| Unrealised loss | (1,773,708) | (3,420,888) | ||
| Tax effect | 140,755 | (41,217) | ||
| Income not through P&L | 18 | |||
| Increase/decrease investments measured at FVOCI |
(88,616,339) | (11,917,054) | ||
| Loss | (89,675,491) | (12,041,427) | ||
| Tax effect | 1,059,152 | 124,373 | ||
| Increase/(decrease) in associated companies measured under the equity method |
(81,483) | (26,955) | ||
| Loss | (81,483) | (26,953) | ||
| Tax effect | 0 | (2) | ||
| Other components | 0 | 0 | ||
| Total other comprehensive income/(expense) items |
(92,684,420) | (11,167,428) | ||
| Total comprehensive income/(expense) | (91,522,952) | (20,941,951) | ||
| Comprehensive income/(expense) attributable to the shareholders of the |
||||
| parent | (91,517,311) | (19,078,566) | ||
| Comprehensive income/(expense) attributable to minority interests |
(5,641) | (1,863,385) |
| (in Euro) | March 31, 2022 | December 31, 2021 Note | |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 158,496 | 156,335 | |
| Right-of-use | 2,230,542 | 2,304,592 | |
| Goodwill | 9,806,574 | 9,806,574 | |
| Other intangible assets | 6,716 | 7,675 | |
| Investments measured at FVOCI | 744,613,157 | 832,259,524 | 9 |
| Associated companies measured under the equity | |||
| method | 825,532,100 | 812,911,586 | 10 |
| Financial receivables measured at amortised cost | 5,742,167 | 8,521,350 | 11 |
| Financial assets measured at FVTPL | 2,608,646 | 2,571,382 | 12 |
| Tax assets | 528,485 | 528,485 | |
| Total non-current assets | 1,591,226,883 | 1,669,067,503 | |
| Current assets | |||
| Trade receivables | 328,079 | 779,572 | |
| Current financial receivables measured at | |||
| amortised cost | 272,642 | 0 | |
| Derivative instruments | 6,353,613 | 7,062,360 | 13 |
| Current financial assets measured at FVOCI | 43,869,774 | 68,255,854 | 14 |
| Current financial assets measured at FVTPL | 3,608,312 | 4,211,460 | 15 |
| Cash and cash equivalents | 6,291,961 | 3,030,321 | 16 |
| Tax assets | 582,412 | 1,172,143 | |
| Other current assets | 405,069 | 213,902 | |
| Total current assets | 61,711,862 | 84,725,612 | |
| Total assets | 1,652,938,745 | 1,753,793,115 | |
| Equity | |||
| Share capital | 95,877,237 | 95,877,237 | 17 |
| Reserves | 565,726,415 | 667,118,188 | 18 |
| Retained earnings/(accumulated losses) | 454,549,616 | 434,175,588 | |
| Result attributable to the shareholders of the | |||
| parent | 1,167,109 | 22,615,237 | 19 |
| Total equity attributable to the shareholders | |||
| of the parent | 1,117,320,377 | 1,219,786,250 | |
| Equity attributable to minority interests | 39,330,132 | 39,335,772 | |
| Total equity | 1,156,650,509 | 1,259,122,022 | |
| Non-current liabilities | |||
| Post-employment benefits | 423,463 | 410,631 | 20 |
| Derivative instruments | 1,659,090 | 5,161,953 | 21 |
| Financial liabilities for leasing | 2,021,852 | 2,021,852 | |
| Financial payables | 408,820,683 | 403,160,511 | 22 |
| Deferred tax liabilities | 2,443,926 | 4,398,600 | |
| Total non-current liabilities | 415,369,014 | 415,153,547 | |
| Current liabilities | |||
| Trade payables | 671,711 | 504,139 | |
| Current financial liabilities for leasing | 249,476 | 321,574 | |
| Current financial liabilities | 66,613,005 | 52,696,535 | 23 |
| Tax liabilities | 12,071,096 | 2,464,670 | |
| Other liabilities | 1,313,934 | 23,530,628 | |
| Total current liabilities | 80,919,222 | 79,517,546 | |
| Total liabilities | 496,288,236 | 494,671,093 | |
| Total equity & liabilities | 1,652,938,745 | 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 | ||||||||
| At January 1, 2021 consolidated | 95,877,237 269,354,551 17,888,284 | 284,125,739 | (4,151,736) | (91,517,648) | (3,095,265) | combination (483,655) |
5,060,152 386,974,911 | of parent 148,159 |
960,180,729 107,728,602 | 1,806,250 | 1,069,715,581 | ||||
| Change in fair value of investments | |||||||||||||||
| measured at FVOCI | (10,807,801) | (10,807,801) (1,109,253) | (11,917,054) | ||||||||||||
| Change in associated companies measured under the equity method | (26,955) | 8,410,960 | 8,384,005 | 8,384,005 | |||||||||||
| Change in fair value of current financial assets measured at FVOCI | (2,861,602) | (2,861,602) | (600,503) | (3,462,105) | |||||||||||
| Employee benefits | 0 | 0 | |||||||||||||
| Total other comprehensive income items | (10,834,756) | 5,549,358 | (5,285,398) (1,709,755) | (6,995,153) | |||||||||||
| Profit/(loss) of the period | (9,636,398) | (9,636,398) | (153,629) | (9,790,027) | |||||||||||
| Total comprehensive income | (10,834,756) | 5,549,358 | (9,636,398) | (14,921,796) (1,709,755) | (153,629) | (16,785,180) | |||||||||
| Reversal of Fv reserve due to capital gain realised | (58,427,265) | 58,427,265 | 0 | 0 | |||||||||||
| Change in reserves of associated companies measure under equity method | (1,008,583) | (1,008,583) | (1,008,583) | ||||||||||||
| Change in oher reserves | 4,754 | 4,754 | 4,754 | ||||||||||||
| Dividends distribution | 0 (13,348,845) | (13,348,845) | |||||||||||||
| Allocation profit 2020 | 148,159 | (148,159) | 0 | 1,806,250 | (1,806,250) | 0 | |||||||||
| Stock Option allocation | 11,451,926 | 11,451,926 | 11,451,926 | ||||||||||||
| Allocation of Units related to performance shares | 870,162 | 870,162 | 870,162 | ||||||||||||
| Acquisition of treasury shares | (5,660,865) | (5,660,865) | (5,660,865) | ||||||||||||
| Sale of treasury shares | 2,938,835 | 11,203,512 | (10,826,667) | 3,315,680 | 3,315,680 | ||||||||||
| At March 31, 2021 consolidated | 95,877,237 272,293,386 17,888,284 | 214,863,718 | 1,397,622 | (85,975,001) | (2,603,673) | (483,655) | 5,060,152 445,550,336 | (9,636,398) | 954,232,007 94,476,251 | (153,629) | 1,048,554,629 | ||||
| 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 January 1, 2022 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 | (88,616,339) | (88,616,339) | 0 | (88,616,339) | |||||||||||
| Change in associated companies measured under the equity method | (81,483) | (2,353,645) | (2,435,128) | 0 | (2,435,128) | ||||||||||
| Change in fair value of current financial assets measured at FVOCI | (1,632,953) | (1,632,953) | 0 | (1,632,953) | |||||||||||
| Employee benefits | 0 | 0 | 0 | ||||||||||||
| Total other comprehensive income items | (88,697,822) | (3,986,598) | 0 | (92,684,420) | 0 | (92,684,420) | |||||||||
| Profit/(loss) of the period | 1,167,109 | 1,167,109 | (5,641) | 1,161,468 | |||||||||||
| Total comprehensive income | (88,697,822) | (3,986,598) | 1,167,109 | (91,517,311) | 0 | (5,641) | (91,522,952) | ||||||||
| Reversal of Fv reserve due to capital gain realised | 2,241,209 | (2,241,209) | 0 | 0 | |||||||||||
| Change in reserves of associated companies measure under equity method | (1,929,442) | (1,929,442) | 0 | (1,929,442) | |||||||||||
| Change in oher reserves | (3) | (3) | (3) | ||||||||||||
| Dividends distribution | 0 | 0 | 0 | 0 | |||||||||||
| Allocation to legal reserve | 0 | 0 | 0 | 0 | |||||||||||
| Allocation profit 2021 | 22,615,237 | (22,615,237) | 0 | 2,566,997 | (2,566,997) | 0 | |||||||||
| Allocation of Units related to performance shares | 952,249 | 952,249 | 952,249 | ||||||||||||
| Acquisition of treasury shares | (9,971,365) | (9,971,365) | (9,971,365) | ||||||||||||
| Assignments of treasury shares related to the exercise of units related to performnce shares | (2,414,716) | 6,171,000 | (3,756,284) | 0 | 0 | ||||||||||
| At March 31, 2022 consolidated | 95,877,237 269,790,835 19,175,447 | 384,910,328 | (3,740,999) (100,436,334) | (8,549,358) | (483,655) | 5,060,152 454,549,616 | 1,167,109 | 1,117,320,377 39,335,772 | (5,641) | 1,156,650,509 |
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 quarterly consolidated financial report at March 31, 2022 was approved by the Board of Directors on May 13, 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 March 31, 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 policies utilised for the preparation of this interim consolidated report are consistent with those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2021.
The quarterly consolidated financial report at March 31, 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 March 31, 2022, the consolidation scope included the companies Clubdue S.r.l., Clubtre S.r.l., StarTIP S.r.l. and TXR S.r.l..
| Company Name | Registered Office |
Share capital | Number of shares |
Number of shares held |
% Held |
|---|---|---|---|---|---|
| Clubdue S.r.l. | Milan | 10,000 | 10,000 | 10,000 | 100.00% |
| 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:
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".
| Three months | Three months | |
|---|---|---|
| period ended | period ended | |
| Euro | March 31, 2022 | March 31, 2021 |
| Revenue from sales and services | 286,600 | 583,888 |
| Total | 286,600 | 583,888 |
Revenues are highly dependent on the timing of success fee maturation, whose distribution varies throughout the year.
The account comprises:
| Three months | Three months | ||
|---|---|---|---|
| period ended | period ended | ||
| Euro | March 31, 2022 | March 31, 2021 | |
| 1. | Services | 529,294 | 2,222,267 |
| 2. | Other charges | 95,882 | 132,730 |
| Total | 625,176 | 2,354,997 |
Service costs mainly relate to general and commercial expenses, professional and legal consultancy and banking commissions on the sale of listed shares. They include Euro 24,729 of audit fees and Euro 20,819 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".
It includes also Euro 952,249 of pro-rata charges with regards to the granting in the second half of 2019 of 2,500,000 Units of the "2019-2021 TIP 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 Chairperson/CEO and Vice Chairperson/CEO are not employees either of TIP or of Group companies.
The account comprises:
| Three months | |
|---|---|
| period ended | |
| March 31, 2021 | |
| 3,959,603 | |
| 5,483,160 | |
| 4,199,752 | 9,442,763 |
| (5,358,320) | (4,210,929) |
| (5,358,320) | (4,210,929) |
| (1,158,568) | 5,231,834 |
| Three months period ended March 31, 2022 0 4,199,752 |
This mainly concerns the fair value changes of derivatives for Euro 3,515,320, interest income and gains on bonds for Euro 503,143, interest income from loans and bank interest for Euro 120,920, in addition to exchange gains of Euro 60,369.
| Three months | Three months | |
|---|---|---|
| period ended | period ended | |
| Euro | March 31, 2022 | March 31, 2021 |
| Interest on bonds | 1,914,028 | 1,903,904 |
| Other | 3,444,292 | 2,307,025 |
| Total | 5,358,320 | 4,210,929 |
"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 losses on bonds for Euro 1,266,972, changes in the value of derivative instruments for Euro 882,515, fair value changes of investments in listed shares availablefor-sale for Euro 603,148, bank interest on loans for Euro 581,125 and other financial charges and exchange losses.
The share of profit/(loss) of associated companies, resulting in income of approximately Euro 4.4 million, includes the results of the investees Alpitour, IPGH, OVS, ITH, Be, Beta Utensili, Sant'Agata and Elica.
For further details, reference should be made to note 10 "Investments in associated companies measured under the equity method".
The account refers to minority investments in listed and non-listed companies.
| Euro | March 31, 2022 | December 31, 2021 |
|---|---|---|
| Investments in listed companies | 575,807,304 | 676,035,492 |
| Investments in non-listed companies | 168,805,853 | 156,224,031 |
| Total | 744,613,157 | 832,259,524 |
The changes in the investments measured at FVOCI are shown in Attachment 1.
The TIP Group holds at March 31, 2022 investments (Digital Magics, Eataly, Buzzoole, DoveVivo) 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.
| Euro | March 31, 2022 | December 31, 2021 |
|---|---|---|
| Asset Italia S.p.A. | 90,549,376 | 107,768,399 |
| Be Think, Solve, Execute S.p.A. | 31,534,252 | 30,063,250 |
| Beta Utensili S.p.A. | 116,287,180 | 113,858,867 |
| Clubitaly S.p.A. | 51,007,829 | 51,022,328 |
| Elica S.p.A. | 44,678,461 | 42,659,254 |
| IPG Holding S.p.A. Group | 117,023,796 | 112,820,170 |
| Itaca Equity Holding S.p.A. | 2,435,170 | 2,691,056 |
| Itaca Equity S.r.l. | 662,475 | 803,365 |
| ITH S.p.A. | 64,226,746 | 62,046,554 |
| OVS S.p.A. | 170,241,870 | 153,691,798 |
| Roche Bobois S.A. | 80,685,694 | 80,685,694 |
| Sant'Agata S.p.A. | 55,559,416 | 54,161,016 |
| Other associated companies | 639,835 | 639,835 |
| Total | 825,532,100 | 812,911,586 |
(10) Associated companies measured under the equity method
The main changes in the period concern for approximately Euro 12.3 million the increase in the investment in OVS S.p.A. and for approximately Euro 0.3 million the investment in Elica, the share of profits for approximately Euro 4.4 million, commented upon in Note 8, and the share of the changes in the reserve of associated companies, negative for approximately Euro 4.3 million.
| Euro | March 31, 2022 | December 31, 2021 |
|---|---|---|
| Financial receivables measured at amortised cost | 5,742,167 | 8,521,350 |
| Total | 5,742,167 | 8,521,350 |
Financial receivables calculated at amortised cost mainly concern for Euro 3,365,312 the loans disbursed to Tefindue S.p.A., the company which indirectly has a stake in Octo Telematics S.p.A. The reduction on the previous year is due to the early collection in February of the bond agreed with DV Holding S.p.A. for approximately Euro 2.5 million. The cash received was immediately reinvested in purchasing additional DV Holding S.p.A. shares for a total of Euro 2,580,622.
| Euro | March 31, 2022 | December 31, 2021 |
|---|---|---|
| Financial assets measured at FVTPL | 2,608,646 | 2,571,382 |
| Total | 2,608,646 | 2,571,382 |
Financial assets measured at FVTPL consist mainly of the convertible bond issued by Tefindue S.p.A..
Derivative instruments comprise for Euro 4,643,077 the option to purchase ITH S.p.A. shares and for Euro 1,710,536 EFT Short instruments.
| Euro | March 31, 2022 | December 31, 2021 |
|---|---|---|
| Current financial assets measured at FVOCI | 43,869,774 | 68,255,854 |
| Total | 43,864,774 | 68,255,854 |
These concern financial assets comprising investments in bonds for the temporary utilisation of liquidity. A number of securities, totalling Euro 23.6 million, are pledged as guarantee for a loan.
| Euro | March 31, 2022 | December 31, 2021 | ||
|---|---|---|---|---|
| Current financial assets measured at FVTPL | 3,608,312 | 4,211,460 | ||
| Total | 3,608,312 | 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 | March 31, 2022 | December 31, 2021 |
|---|---|---|
| Bank deposits | 6,286,399 | 3,026,071 |
| Cash in hand and similar | 5,562 | 4,250 |
| Total | 6,291,961 | 3,030,321 |
The composition of the net financial position at March 31, 2022 compared with the end of the previous year is illustrated in the table below.
| Euro | March 31, 2022 | December 31, 2021 | |
|---|---|---|---|
| A | Cash and cash equivalents | 6,291,961 | 3,030,321 |
| B | Other cash equivalents | 0 | 0 |
| C | Other current financial assets | 53,831,699 | 79,529,674 |
| D | Liquidity (A+B+C) | 60,123,660 | 82,559,995 |
| Current financial debt (including debt instruments but | |||
| excluding the current portion of non-current financial | |||
| E | debt) | 57,750,444 | 53,621,106 |
| F | Current portion of non-current bank payables | 10,771,126 | 4,558,956 |
| G | Current financial debt (E+F) | 68,521,570 | 58,180,062 |
| H | Net current financial debt (G-D) | 8,397,910 | (24,379,933) |
| Non-current financial debt (excluding current portion and | |||
| I | debt instruments) | 115,076,191 | 119,024,959 |
| J | Debt instruments | 295,766,344 | 286,157,404 |
| K | Trade payables and other non-current payables | 0 | 0 |
| L | Non-current financial debt (I+J+K) | 410,842,535 | 405,182,363 |
| M | Total Financial Debt (H+L) | 419,240,445 | 380,802,430 |
The movement in the period essentially concerns the utilisation of liquidity for equity investments in the quarter.
The share capital of TIP S.p.A. is composed of:
| shares | number |
|---|---|
| ordinary shares | 184,379,301 |
| Total | 184,379,301 |
The share capital of TIP S.p.A. amounts therefore to Euro 95,877,236.52, represented by 184,379,301 ordinary shares.
At March 31, 2022, treasury shares in portfolio totalled 16,255,393, equal to 8.816% of the share capital.
| No. treasury shares at | No. shares acquired at | No. of shares sold at | No. treasury shares at |
|---|---|---|---|
| January 1, 2022 | March 31, 2022 | March 31, 2022 | March 31, 2022 |
| 16,118,601 | 1,136,792 | 1,000,000 | 16,255,393 |
Supplementary information concerning shareholders' equity at March 31, 2022:
These amount to Euro 269,790,835 and reduced following the exercise of the stock options by directors and employees, as outlined previously.
This amounted to Euro 19,175,447 and was unchanged compared to December 31, 2021.
The positive reserve amounts to Euro 384,910,328. 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 3,740,999. 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 100,436,334.
They are overall negative for an amount of Euro 8,549,358; These mainly concern negative changes on reserves of investments valued using the equity method. These include the residual reserve for stock option plans set up following the granting of options to employees and the reserve to grant Units concerning the performance shares plan.
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 454,549,616 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 March 31, 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 0.01.
At March 31, 2022, the diluted result per share was a profit of Euro 0.01. This represents the net profit for the period divided by the number of ordinary shares in circulation at March 31, 2022, calculated taking into account the treasury shares held and considering any dilution effects generated from the shares servicing the stock option and performance shares plan.
At March 31, 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.
Financial payables of Euro 408,820,683 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 4, 2010, we report that this account does not include any exposure related to covenants not complied with.
The current financial liabilities of Euro 66,613,005 mainly concern:
The table reports the transactions with related parties during the period outlined in the amounts, type and counterparties.
| Party | Type | Value/Balance March 31, 2022 |
Value/Balance March 31, 2021 |
|---|---|---|---|
| Asset Italia S.p.A. | Revenues | 251,025 | 251,025 |
| Asset Italia S.p.A. | Trade receivables | 251,025 | 251,025 |
| Asset Italia 1 S.r.l. | Revenues | 1,025 | 1,025 |
| Asset Italia 1 S.r.l. | Trade receivables | 1,025 | 1,025 |
| Asset Italia 3 S.r.l. | Revenues | 1,025 | - |
| Asset Italia 3 S.r.l. | Trade receivables | 1,025 | - |
| BE S.p.A. | Revenues | 15,000 | 15,000 |
| BE S.p.A. | Trade receivables | 15,000 | 15,000 |
| Clubitaly S.p.A. | Revenues | 8,525 | 8,525 |
| Clubitaly S.p.A. | Trade receivables | 8,525 | 8,525 |
| Gruppo IPG Holding S.p.A | Revenues | 7,500 | 7,500 |
| Gruppo IPG Holding S.p.A | Trade receivables | 7,500 | 7,500 |
| Itaca Equity S.r.l. | Revenues | 7,500 | 0 |
| Itaca Equity S.r.l. | Trade receivables | 7,500 | 0 |
| Itaca Equity Holding S.p.A. | Revenues | 2,500 | 1,025 |
| Itaca Equity Holding S.p.A. | Trade receivables | 2,500 | 1,025 |
| Services provided to companies related to the Board of Directors | Revenues from services | 250 | 133,488 |
| Services provided to companies related to the Board of Directors | Trade receivables | 5,250 | 4,000 |
| Services received from companies related to the Board of Directors | Costs (services received) |
361,183 | 6,087,782 |
| Payables for services received from companies related to the Board of Directors |
Other payables | 223,683 | 5,936,076 |
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 The Chairperson Giovanni Tamburi
Milan, May 13, 2022
of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended March 31, 2022.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer
Milan, May 13, 2022
| Balance at 1.1.2022 | increases | 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 | 31/03/2022 | |||||
| Non-listed companies | |||||||||||||
| Azimut Benetti S.p.A. | 38,990,000 | 43,610,000 | 82,600,000 | 82,600,000 | |||||||||
| Bending Spoons S.p.A. | 8,455,680 | 4,370,193 | 12,825,873 | 12,825,873 | |||||||||
| Buzzoole Plc. | 5,392,122 | (2,574,454) | 2,817,668 | 2,817,668 | |||||||||
| Dv Holding S.p.A. | 11,016,190 | 6,090,283 | 17,106,472 | 2,580,622 | 19,687,094 | ||||||||
| Heroes Sr.l. (Talent Garden S.p.A.) | 2,515,809 | 10,361,992 | 12,877,801 | 12,877,801 | |||||||||
| Lio Factory Scsp | 0 | 10,001,200 | 10,001,200 | ||||||||||
| 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 | 21,000,000 | |||||||||
| Other equity instr. & other minor | 927,941 | (133,402) | (100,000) | 694,539 | 694,539 | ||||||||
| Total non-listed companies | 83,668,108 | 72,655,922 | (100,000) | 156,224,031 | 12,581,822 | 0 | 0 | 0 | 0 | 0 | 0 | 168,805,853 | |
| Listed companies | No. of shares | ||||||||||||
| Alkemy S.p.A. | 404,000 | 4,747,074 | 4,423,726 | 9,170,800 | (1,797,800) | 7,373,000 | |||||||
| Amplifon S.p.A. | 7,384,697 | 60,713,803 | 289,690,069 | 350,403,872 | (51,028,256) | 299,375,616 | |||||||
| Digital Magics S.p.A. | 2,289,555 | 12,132,968 | (3,570,033) | 8,562,935 | (228,956) | 8,333,980 | |||||||
| Fagerhult AB | 323,000 | 1,073,599 | 816,142 | 29,296 | 1,919,037 | (338,063) | (9,250) | 1,571,723 | |||||
| Ferrari N.V. | 22,500 | 3,617,109 | 1,501,641 | 5,118,750 | (677,444) | 4,441,307 | |||||||
| Stellantis N.V. | 900,000 | 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 | (928,800) | 56,851,200 | |||||||
| Moncler S.p.A. | 2,050,000 | 32,102,928 | 99,138,072 | 131,241,000 | (27,224,000) | 104,017,000 | |||||||
| Prysmian S.p.A. | 2,369,183 | 45,715,189 | 32,728,460 | 78,443,649 | (5,093,743) | 73,349,906 | |||||||
| Other listed companies | 27,589,328 | (6,118) | (9,205,161) | 18,378,050 | 3,348,534 | 34,190 | (585,372) | (645,861) | (35,967) | 20,493,573 | |||
| Total listed companies | 279,028,293 | 406,183,066 | (9,175,865) | 676,035,493 | 3,348,534 | 0 | 34,190 | (11,623,552) | (89,709,680) | (2,268,430) | (9,250) | 575,807,304 | |
| Total investments | 362,696,401 | 478,838,988 | (9,275,865) | 832,259,524 | 15,930,355 | 0 | 34,190 | (11,623,552) | (89,709,680) | (2,268,430) | (9,250) | 744,613,157 |
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