AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Tamburi Investment Partners

Quarterly Report Nov 16, 2021

4242_rns_2021-11-16_adbec647-4802-445f-83dd-da9fc8c4b028.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

Additional periodic disclosure at September 30, 2021 Tamburi Investment Partners Group

(TRANSLATION FROM THE ITALIAN ORIGINAL WHICH REMAINS THE DEFINITIVE VERSION)

CONTENTS

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
12
Notes to the quarterly consolidated financial report at September 30, 2021 16
Attachments

Declaration of the Executive Officer for Financial Reporting

Changes in investments measured at FVOCI

Changes in associated company investments
29

Corporate Boards

Board of Directors of Tamburi Investment Partners S.p.A.

Cesare d'Amico Vice Chairman Alberto Capponi (1)(2) Independent Director * Giuseppe Ferrero (1) Independent Director * Manuela Mezzetti (1)(2) Independent Director * Daniela Palestra (2) Independent Director * Paul Simon Schapira Independent Director *

Giovanni Tamburi Chairman and Chief Executive Officer Alessandra Gritti Vice Chairperson and Chief Executive Officer Claudio Berretti Executive Director & General Manager

Board of Statutory Auditors

Myriam Amato Chairperson
Fabio Pasquini Statutory Auditor
Alessandra Tronconi Statutory Auditor
Andrea Mariani Alternate Auditor
Massimiliano Alberto Tonarini Alternate Auditor

Independent Audit Firm

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

Quarterly Interim Directors' Report of the Tamburi Investment Partners Group at September 30, 2021

In the third quarter of 2021, the excellent consolidated profitability already seen in the first half of the year improved even further, in spite of any particularly significant disposals.

At the consolidated level, TIP closed the first nine months with pro-forma profit of Euro 115.9 million and the consolidated shareholders' equity was approximately Euro 1.12 billion (compared to Euro 1.07 billion at December 31, 2020) after a distribution of dividend of approximately Euro 31 million and the purchase of approximately Euro 10.5 million in treasury shares.

Nearly all investee companies are continuing to achieve excellent results, driven by the recovery around the world, often outperforming the relative sectors and almost always beating the 2019 performance.

The stock market prices of the TIP share and those of all of the publicly listed investee companies rose further to reach all-time highs. As at November 5, the TIP share had risen by over 50% from the end of 2020, in addition to the effect of the distribution of profits. The total return(1) on the TIP share over the last five years was 196.8%, which equals an annual average of 39.4%. The total return at ten years was over 668.5%.

As the reader will be aware, the pro-forma result for the first nine months significantly benefited from the share of earnings of the associated companies and the income from the partial divestment of Prysmian S.p.A. shares, with the subsidiary Clubtre S.r.l. selling 10 million Prysmian shares during the period and realising a significant gain.

In April, TIP then acquired 33.8% of Clubtre from the minority shareholder, coming to hold 100% of the company. Nearly at the same time, Clubtre sold to this shareholder 1,208,253 Prysmian shares. Clubtre now holds approximately 2.4 million Prysmian shares.

The usual pro-forma income statement for the first nine months of 2021, 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 business. The Interim Directors' Report therefore comments upon the pro-forma figures, while the Notes provide disclosure upon the figures calculated as per IFRS 9.

(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.

Consolidated income statement IFRS 9
30/9/2021
Reclassification to
income statement
of capital gain
(loss) realised
Reclassification to
income statement
of adjustments to
financial assets
PRO FORMA
30/9/2021
PRO FORMA
30/9/2020
(in Euro)
Total revenues 4,367,932 4,367,932 3,840,734
Purchases, service and other costs (4,052,341) (4,052,341) (1,676,389)
Personnel expenses (44,419,696) (44,419,696) (8,828,653)
Other income 0 0 0
Amortisation (259,289) (259,289) (258,383)
Operating profit/(loss) (44,363,394) 0 0 (44,363,394) (6,922,691)
Financial income 21,361,498 113,176,962 134,538,460 58,995,328
Financial charges (15,604,477) 0 (15,604,477) (14,175,847)
Profit before adjustments to investments (38,606,373) 113,176,962 0 74,570,589 37,896,789
Share of profit/(loss) of associates measured
under the equity method
44,074,138 0 44,074,136 9,924,396
Adjustments to financial assets (202,099) (202,099) (26,692,963)
Profit / (loss) before taxes 5,467,765 113,176,962 (202,099) 118,442,626 21,128,222
Current and deferred taxes 9,471,499 (11,983,152) 0 (2,511,653) 115,216
Profit / (loss) of the period 14,939,264 101,193,810 (202,099) 115,930,973 21,243,438
Profit/(loss) of the period attributable to
the shareholders of the parent
14,018,070 71,564,141 (202,099) 85,380,110 21,024,540
Profit/(loss) of the period attributable to
the minority interest
921,194 29,629,669 0 30,550,863 218,898

The IFRS 9 income statement does not include capital gains in the period on the sale of equity investments of Euro 113.2 million.

The share of profits of the associated companies represents a total gain of approximately Euro 44.1 million, thanks to the profits of the investee companies IPGH S.p.A., the parent company of the Interpump group, ITH S.p.A., the parent company of the Sesa group, OVS S.p.A., Beta Utensili S.p.A, and Be S.p.A., which were partially offset by the loss recognised by Alpitour S.p.A. The share of profits of the associated companies includes the profits in the second and third quarters of Beta Utensili and Sant'Agata (parent company of the Chiorino group) following the transaction completed in April by which TIP acquired 70.71% of the shares of TIPO S.p.A. together with 14.18% of Beta Utensili S.p.A. and 41.58% of the shares of Betaclub S.r.l. With this deal, TIP came to hold (directly and indirectly) 48.99% of Beta Utensili S.p.A. and 20% of Sant'Agata S.p.A., while TIPO and Betaclub became TIP subsidiaries. The total value of the transaction was approximately Euro 134.5 million, of which approximately Euro 1.4 million settled on conclusion of the indemnity obligations to the purchasers of iGuzzini S.p.A.

In addition to the capital gains realised on the sale of Prysmian shares and shares in other publicly listed companies, financial income includes approximately Euro 9.3 million in dividends received, including the extraordinary FCA N.V. dividend, amounting to Euro 2.7 million, and the dividend paid in kind in the form of 24,692 Faurecia S.A. shares, whose countervalue at the date of distribution was approximately Euro 1.1 million.

Advisory activity recorded revenues of approximately Euro 4.3 million in the period.

Personnel expenses, which, as always, are significantly impacted by the variable remuneration of the executive directors (i.e. the only remuneration tied to performance for the period), also include the financial impact of the assignment in March of the last options (totalling 3,500,000) under the "2014-2021 TIP Incentive Plan" stock option plan, which has now been fully assigned. The increase in other operating costs is correlated with the costs incurred in order to complete the transactions for the period.

Other financial income includes mainly interest income and gains on bonds for Euro 5.2 million, changes in the fair value of short-term investments in listed shares and gains realised for Euro 2.2 million, exchange rate gains of Euro 2.4 million and increases in the value of derivative instruments of Euro 1.9 million. Financial charges mainly concern the interest matured on the bond for Euro 5.7 million, decreases in the value of derivative instruments for Euro 6.3 million, losses on bonds for Euro 2 million and other interest on loans.

The Itaca Equity project has been operational since February, with a soft commitment of Euro 600 million, of which approximately Euro 100 million from TIP, Euro 2 million of which have already been paid. The project, promoted by TIP with three top-level partners in this specific segment, Sergio Iasi, Angelo Catapano and Massimo Lucchini led to the creation of Itaca Equity Holding S.p.A., which will invest in the equity of companies experiencing financial difficulties considered temporary and/or needing strategic and/or organisational turnaround. This structure will allow the approximately 40 participating family offices to analyse on a caseby-case basis the tangible projects and invest in each one - according to the company formula already tested with Asset Italia S.p.A. At the moment, the pipeline is expanding with deals of potential interest, but none have been finalised at present.

In March, StarTIP S.r.l. acquired for Euro 11 million approximately 19% of DV Holding S.p.A., parent company of the DoveVivo group, the European co-living leader. In June a Euro 7 million bond was issued by DV Holding S.p.A., Euro 2.5 million of which was underwritten by StarTIP.

In May, StarTIP's stake in Bending Spoons S.p.A. was increased by investing an additional Euro 3.4 million.

In July, TIP committed to acquire an additional 5% stake in Vianova S.p.A., in which it already had a 12.04% holding. The closing of the transaction should take place in November.

Also in July, TIP subscribed the capital increase of OVS S.p.A., investing a total of approximately Euro 21.6 million and slightly increasing the stake held, also as a result of taking up a significant portion of the un-opted shares.

Again in July, the company subscribed its share of the capital increase of Clubitaly S.p.A. in the amount of approximately Euro 1 million. Clubitaly S.p.A. in turn subscribed its share, of about Euro 2 million, in the capital increase of Eataly S.p.A.

In September, the respective governing bodies approved the merger of TIPO S.p.A. and Betaclub S.r.l. into TIP, a project which is expected to be finalised by year end.

Treasury share and listed share purchases continued, in addition to the investment of liquidity in bonds.

The TIP Group consolidated net debt at September 30, 2021 – 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 299 million, compared to approximately Euro 336 million at December 31, 2020. The change for the period is essentially due to the effect of the sale of the Prysmian shares by Clubtre, partly offset by investments for the period, mainly related to the TIPO/Beta transaction and the purchase of all of Clubtre's share capital.

The first nine 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 strong, and even better than 2019, again confirming the excellence of these groups, as well as the solid strategic, operational and financial foundations upon which they exit the emergency period. The half-year figures for OVS S.p.A. at July 31 are also positive and are a marked improvement over the same period of 2020. Sesa S.p.A. closed the financial year ended April 30, 2021 with record highs, while the first quarter 2021 results were also very strong.

Both direct and indirect other investments continued to report strong results for the first nine months of 2021, continuing the recovery emerging in the latter months of 2020. Alpitour S.p.A. again reported very poor results for the first half of 2021, while Eataly S.p.A. posted a recovery, as these companies continued to be affected by the restrictions on tourism and on dining out across the globe.

Following the Board of Directors' approval of the "Culture of Sustainability" document on March 12, 2021, which further confirmed and detailed TIP's (historically consolidated) commitment to ESG issues, activities relating to other commitments set out in the Sustainability Plan are ongoing. This includes contacts that are underway with a leading international certifier in order to obtain an ESG rating.

In confirmation of the commitments made in this area, also in the recently announced investment, the entry into the capital of the Limonta group, particular attention has been paid to these issues. Limonta is a company that boasts a strong, consolidated focus on ESG issues, which has proved to be fundamental over time in order to be, among other things, one of the strategic suppliers of the leading fashion houses. As part of these efforts, Limonta has long been inspired by principles of sustainable development and is committed to contributing to the achievement of multiple objectives, whether in the respect and protection of the environment, the management of quality and of industrial processes, social initiatives for employees, including corporate welfare services and partnerships with various cultural bodies and institutions, or even at the level of governance, with an internal team dedicated to ESG issues, directly coordinated by the CEO. Also a responsible management of the supply chain has been implemented by adopting specific procedures.

Within the scope of the commitments undertaken by TIP in the area of education and training, the Masters in Digital Marketing and in UX Design, organized by Talent Garden in partnership with TIP, which fully funded 10 scholarships, began in September 2021.

Some of the most significant events that have characterized the TIP Group subsidiaries over the last few months include:

  • the issue by OVS of a sustainability-linked bond;
  • the first-place ranking by OVS on the Fashion Transparency Index of Fashion Revolution, a global movement that encourages the fashion industry to respect both human rights and the environment in all phases of production;
  • the signing by Amplifon of a new sustainability-linked credit line for an amount of Euro 100 million;
  • the inclusion of Amplifon, Ferrari, Moncler and Prysmian in the new MIB ESG index launched by Euronext and Borsa Italiana, dedicated to the 40 Italian blue-chips that implement the best environmental, social and governance practices.

Amplifon reported for the first nine months of 2021 excellent revenues, earnings and cash flow and is looking to close the year with results that are comfortably above forecasts. Consolidated revenues totalled Euro 1,418.6 million, increasing 37.0% on the same period of 2020 and 17.7% on 2019. Recurring EBITDA was Euro 326.9 million, growth of 43.1% on the first nine months of 2020 and 28.1% on the same period of 2019. Both debt and free cash flow have recorded further improvements, despite net investments of Euro 63.5 million for mergers and acquisitions, distributed dividends of Euro 49.4 million, and Euro 31.1 million in treasury shares purchased.

BE continued to grow in the third quarter, reporting revenue growth of 30.4% in the first nine months to Euro 164.0 million and EBITDA growth of 29.7% to Euro 26.2 million.

Elica reported revenues in the first nine months of Euro 406.9 million, +31.7% on the same period of the previous year and significantly rising also on Euro 355.9 million for the first nine months of 2019. Adjusted EBITDA was Euro 43.3 million, growth of over 70% on the first nine months of 2020 and of 32.8% on the same period of 2019.

Interpump Group again reported strong results in the first nine months of 2021. The group reported revenues of Euro 1,155 million, growth of 21% on Euro 954 million in the same period of 2020, with EBITDA of Euro 281.9 million, as compared to Euro 215.3 million for the first nine months of 2020 and Euro 240.3 million for the same period of 2019.

Moncler reported for the first nine months of 2021 consolidated revenues of approximately Euro 1,177.2 million, a sharp increase both on Euro 765.1 million at September 2020 and on Euro 995.3 million at September 2019. The integration of Stone Island is proceeding well.

Despite the many months of ongoing restrictions, OVS's half-year figures (February–July) show significant growth in revenues, which reached Euro 600 million, up from Euro 356 million in the first half of 2020. Adjusted EBITDA for the period came to Euro 60 million, compared to Euro 2 million for the same period of 2020, to return essentially in line with the figures for the first half of 2019.

Adjusted net financial position at July 31, 2021 came to Euro 318.2 million, a significant decline from July 31, 2020, as well as from the Euro 95.4 million reported at July 31, 2019, prior to the pandemic. The second quarter of the year saw the generation of Euro 75.7 million in cash, in addition to the Euro 81 million raised from the capital increase completed in July.

Prysmian posted consolidated revenues of Euro 6,034 million in the first half of 2021, compared to Euro 4,985 million in the first half of 2020. Adjusted EBITDA was Euro 470 million, compared to Euro 419 million in the first half of 2020. The financial structure is solid, with a net financial debt decreasing to Euro 2,387 million.

Roche Bobois recorded an excellent first half of 2021 with revenue growing from Euro 109.6 million to Euro 159.6 million, an all-time high for the group, on aggregate business volumes (i.e. including franchise stores) of Euro 312.2 million, up 50% on the first half of 2020 and growth of 26.9% on the same period of 2019. Profitability has also increased, with EBITDA of Euro 31.4 million, up 102% on the first half of 2020 and +48.4% on the same period of 2019.

Sesa closed the first quarter of 2021 (May–July) with continued growth, after a 2020 that substantially improved over 2019, with consolidated revenue and other income for the quarter at approximately Euro 552.8 million, up 13.3% on Euro 487.8 million at July 30, 2020, and EBITDA of Euro 38.5 million, +35.7% on 2020. The company, with a net cash position, is determined to continue with its M&A activities.

In the third quarter of 2021, the Hugo Boss group both revenues and margins above both pre-pandemic levels and market forecasts. For the first nine months, revenues came to Euro 1,881 million, up 38% on the same period of 2020, with EBITDA of Euro 359 million, compared to Euro 145 million for the first nine months of 2020, and net profit of Euro 67 million, compared to the net loss of Euro 199 million recorded at September 30, 2020. Free cash flow generated came to Euro 274 million. The company's stock price is rising constantly and recently hit Euro 55 per share (growth of over 100% from the start of the year).

The growth in the value of TIP shares continued in 2021, reaching a record high above Euro 10 in recent days, although still well short of medium-term internal intrinsic valuation estimates, which currently call for a share value of Euro 12.50. The usual five-year TIP share chart (at November 5, 2021) highlights the excellent performance of the TIP share, up 190.4%,

both on a stand-alone basis and as compared to the main national and international indices.

TIP workings on data collected on November 5, 2021 at 18.01 source Bloomberg

RELATED PARTY TRANSACTIONS

The related party transactions are detailed in note 24.

SUBSEQUENT EVENTS TO SEPTEMBER 30, 2021

In October 2021, StarTIP subscribed the capital increase of Digital Magics S.p.A. for an additional investment of approximately Euro 1.8 million. At that time, given that the capital increase was one of the planned liquidity events, the equity instruments of Digital Magics S.p.A. held by StarTIP were converted into shares. StarTIP is currently the main shareholder of Digital Magics, with more than 22% of the capital.

Also in October, Asset Italia subscribed its share of the capital increase of Alpitour S.p.A. of a total of Euro 50 million. TIP's share of the investment was Euro 11.6 million.

In October, TIP signed a binding agreement with the Limonta family for a 25% stake in Limonta S.p.A., partly through a share capital increase and partly through the purchase of shares. The total investment will be approximately Euro 89 million. As per existing agreements, TIP has designated Asset Italia S.p.A. to complete the transaction, without prejudice to the commitment to subscribe to the investment up to the total amount. The transaction was designed with a view to the progressive merger of operators in the high-value textile segment.

The purchase of OVS shares also continued and, in November, TIP subscribed to approximately Euro 15 million of the OVS sustainability-linked bond, with a rate of 2.25% and a duration of six years.

Purchases of treasury shares and other publicly listed shares continued, in addition to the active management of liquidity in bonds and government securities.

In recent days, the TIP share exceeded a market capitalisation of Euro 1.9 billion. Capital gains on investees have also risen further above the book values, and the intrinsic medium-term value of the group, calculated in the usual manner, has risen above Euro 2.3 billion.

OUTLOOK

The year is now drawing to a close and, in the absence of major surprises, it should prove to be the best year in the history of the company. The industrial and commercial recovery is slowing for the known reasons but, given the excellence of the businesses of TIP's subsidiaries, this is only a mitigation of the sharp post-Covid rebound and, barring specific surprises, should contribute to lengthening the timing and consistency of their growth.

TREASURY SHARES

At September 30, 2021, treasury shares in portfolio totalled 15,446,425, equal to 8.378% of the share capital. At November 10, 2021, treasury shares in portfolio total 15,531,224, equal to 8.424% of the share capital.

On behalf of the Board of Directors The Chairman Giovanni Tamburi

Milan, November 10, 2021

Consolidated Income Statement Tamburi Investment Partners Group (1)

Nine months Nine months
period ended period ended
(in Euro) September 30, 2021 September 30, 2020 Note
Revenue from sales and services 4,313,420 3,809,200 4
Other revenues 54,512 31,534
Total revenues 4,367,932 3,840,734
Purchases, service and other costs (4,052,341) (1,676,389) 5
Personnel expenses (44,419,696) (8,828,653) 6
Amortisation, depreciation & write-downs (259,289) (258,383)
Operating Profit/(loss) (44,363,394) (6,922,691)
Financial income 21,361,498 19,637,158 7
Financial charges (15,604,477) (14,067,342) 7
Profit/(loss) before adjustments to investments (38,606,373) (1,352,875)
Share of profit of associated companies measured
under the equity method 44,074,138 (7,791,032) 8
Profit/(loss) before taxes 5.467.765 (9,143,907)
Current and deferred taxes 9,471,499 585,573
Profit/(loss) for the period 14.939.264 (8,558,334)
Profit / (loss) attributable to the shareholders
of the parent 14,018,070 (8,777,232)
Profit attributable to minority interests 921,194 218,898
Basic earnings / (loss) per share 0.08 (0.05) 19
Diluted earnings / (loss) per share 0.08 (0.05) 19
Number of shares in circulation 168,932,876 168,839,816

(1) The 9M 2021 income statement (as for 9M 2020) 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 113.2 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 115.9 million.

Consolidated comprehensive income statement Tamburi Investment Partners Group

(in Euro) Nine months
period ended
September 30, 2021
Nine months
period ended
September 30, 2020
Note
Profit/(loss) for the period 14,939,264 (8,558,334)
Other comprehensive income items
Income through P&L
Increase/(decrease) in associated 18
companies measured under the equity method 6,657,392 (5,835,007)
Unrealised profit/(loss) 6,687,899 (5,903,517)
Tax effect (30,507) 68,510
Increases/decreases in the value of current
financial assets measured at FVOCI (2,934,078) (273,516)
Unrealised profit/(loss) (3,123,745) 487,734
Tax effect 189,667 (761,250)
Income not through P&L 18
Increase/decrease investments measured at
FVOCI 112,435,883 44,018,773
Profit 113,488,693 44,949,372
Tax effect (1,052,610) (930,599)
Increase/(decrease) in associated companies
measured under the equity method 84,598 (11,919,199)
Profit/(Loss) 84,600 (12,138,855)
Tax effect (2) 219,656
Other components 17,794 28,623
Total other comprehensive income/(expense)
items 116,261,589 26,019,675
Total comprehensive income 131,200,853 17,461,341
Comprehensive income/(expense)
attributable to the shareholders of the parent
133,398,456 1,494,658
Comprehensive income/(expense)
attributable to minority interests
(2,197,603) 15,966,682
(in Euro) September 30, 2021 December 31, 2020 Note
Non-current assets
Property, plant and equipment 164,384 95,690
Right-of-use 2,378,642 2,600,791
Goodwill 9,806,574 9,806,574
Other intangible assets 10,077 17,283
Investments measured at FVOCI 690,605,416 880,159,540 9
Associated companies measured under the
equity method 728,490,185 526,156,105 10
Financial receivables measured at amortised
cost 6,833,489 3,611,418 11
Financial assets measured at FVTPL 2,997,921 2,883,243 12
Tax receivables 528,485 299,730
Total non-current assets 1,441,815,173 1,425,630,374
Current assets
Trade receivables 652,604 1,449,106
Current financial receivables measured at
amortised cost 0 15,651
Derivative instruments 6,699,253 5,559,926 13
Current financial assets measured at FVOCI 152,178,072 179,859,731 14
Current financial assets measured at FVTPL 6,493,701 0 15
Cash and cash equivalents 3,600,602 3,250,495 16
Tax receivables 1,659,105 2,295,841
Other current assets 11,120,630 111,058
Total current assets 182,403,967 192,541,808
Total assets 1,624,219,140 1,618,172,182
Equity
Share capital 95,877,237 95,877,237 17
Reserves 538,033,532 477,180,422 18
Retained earnings/(accumulated losses) 432,839,203 386,974,911
Result attributable to the shareholders of the
parent 14,018,070 148,159 19
Total equity attributable to the
shareholders of the parent 1,080,768,042 960,180,729
Equity attributable to minority interests 37,465,810 109,534,852
Total equity 1,118,233,852 1,069,715,581
Non-current liabilities
Post-employment benefits 371,895 362,309 20
Derivative instruments 5,777,716 285,846 21
Financial liabilities for leasing 2,305,767 2,305,767
Financial payables 307,371,014 451,403,080 22
Deferred tax liabilities 3,356,102 13,272,362
Total non-current liabilities 319,182,494 467,629,364
Current liabilities
Trade payables 404,017 528,409
Current financial liabilities for leasing 128,043 321,574
Current financial liabilities 152,350,330 70,695,363 23
Tax payables 2,125,074 120,237
Other liabilities 31,795,329 9,161,654
Total current liabilities 186,802,793 80,827,237
Total liabilities 505,985,287 548,456,601
Total equity & liabilities 1,624,219,140 1,618,172,182

Consolidated statement of financial position Tamburi Investment Partners Group

Statement of changes in Consolidated Equity

in Euro

Share
capital
Share
premium
reserve
Legal reserve without reversal FV OCI reserve FV OCI reserve
with reversal
to profit and loss to profit and loss
Treasury
shares
reserve
Other
reserve
Retained
earnings
Result
for the period
shareholders
of parent
Equity
shareholders
of parent
Net equity
minorities
Result
for period
minorities
Equity
At January 1, 2020 consolidated 89,441,422 208,856,512 17,101,933 226,214,853 1,234,888 (54,542,930) (3,692,285) 310,536,546 30,985,586 826,136,525 74,499,634 1,841,970 902,478,129
Change in fair value of investments
measured at FVOCI 28,245,182 28,245,182 15,773,591 44,018,773
Change in associated companies measured under the equity method (11,919,199) (5,809,200) (17,728,399) (25,806) (17,754,206)
Change in fair value of current financial assets measured at FVOCI (273,516) (273,516) (273,516)
Employee benefits 28,623 28,623 28,623
Total other comprehensive income items 16,325,984 (6,082,716) 28,623 10,271,890 15,747,784 26,019,675
Profit/(loss) of the period (8,777,232) (8,777,232) 218,898 (8,558,334)
Total comprehensive income 16,325,984 (6,082,716) 28,623 (8,777,232) 1,494,658 15,747,784 218,898 17,461,341
Reversal of Fv reserve due to capital gain realised (5,196,977) 5,196,977 0 0
Change in reserves of associated companies measure under equity method 3,428,906 3,428,906 (125,995) 3,302,911
Change in oher reserves 5 5 5
Dividends distribution (14,289,831) (14,289,831) (14,289,831)
Warrant exercise 6,435,815 60,521,413 66,957,228 66,957,228
Allocation profit 2019 786,351 30,199,235 (30,985,586) 0 1,841,970 (1,841,970) 0
Stock Option exercise 0 0
Allocation of Units related to performance shares 2,649,161 2,649,161 2,649,161
Acquisition of treasury shares (33,419,995) (33,419,995) (33,419,995)
Sale of treasury shares 0 0
At September 30, 2020 consolidated 95,877,237 269,377,925 17,888,284 237,343,859 (4,847,829) (87,962,925) 2,414,410 331,642,928 (8,777,232) 852,956,657 91,963,394 218,898 945,138,949
Share Share Legal FV OCI reserve FV OCI reserve Treasury Other Retained Result Equity Net equity Result Equity
capital premium reserve without reversal with reversal shares reserve earnings for the period shareholders minorities for period
reserve to profit and loss to profit and loss reserve shareholders of parent minorities
of parent
At January 1, 2021 consolidated 95,877,237 269,354,551 17,888,284 284,125,739 (4,151,736) (91,517,648) 1,481,232 386,974,911 148,159 960,180,729 107,728,602 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 14,018,070 133,398,456 (3,118,797) 921,194 131,200,853
Reversal of Fv 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 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) 1,314,630 432,839,203 14,018,070 1,080,768,042 36,544,616 921,194 1,118,233,852

NOTES TO THE QUARTERLY CONSOLIDATED FINANCIAL REPORT AT SEPTEMBER 30, 2021

(1) Group activities

The TIP Group is an independent and diversified industrial group, focused on Italian mediumsized companies, with a particular involvement in:

    1. investments: as an active shareholder in companies (listed and non-listed) capable of achieving "excellence" in their relative fields of expertise and, with regards to the StarTIP project, in start-ups and innovative companies;
    1. investment through Itaca Equity Holding in companies that are experiencing temporary financial difficulties and need both a strategic and organisational refocus;
    1. advisory: in corporate finance operations, in particular acquisitions and sales through the division Tamburi & Associati (T&A).

(2) Accounting standards

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 September 30, 2021 was approved by the Board of Directors on November 10, 2021.

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, 2021, 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.

The quarterly consolidated financial report at September 30, 2021 was not audited.

Consolidation principles and basis of consolidation

Consolidation scope

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, 2021, the consolidation scope included the companies Clubdue S.r.l., Clubtre S.r.l., StarTIP S.r.l., TXR S.r.l., TIP-pre IPO S.p.A. and Betaclub 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%
TIP-pre IPO S.p.A. Milan 329,999 3,299,988 3,299,988 100.00%
Betaclub S.r.l. (1) Milan 100,000 100,000 100,000 100.00%

The details of the subsidiaries were as follows:

(1) A total of 41,583.07 units are held directly by TIP, while 58,416.93 are held indirectly through TIPO.

In April 2021, TIP acquired 23,055 shares from the minority shareholder of Clubtre with an additional investment of Euro 55.7 million, representing an additional stake of 19.22% (100% fully diluted). Following the transaction, TIP became the sole shareholder of Clubtre. The treasury shares were then cancelled, and the company was transformed into a limited-liability company. The acquisition of the stake held by the minority interests resulted in a reduction in equity attributable to minority interests of Euro 55.9 million and a reclassification, within equity attributable to the shareholders of the parent company, of Euro 7.9 million from retained earnings to the "OCI reserve without reversal", Euro 8.3 million, and to the "OCI reserve with reversal" for a negative Euro 0.4 million, so as to realign these reserves with the similar reserves included in the equity attributable to the minority interests, which were eliminated.

The company TIPO S.p.A. entered the consolidation scope following the acquisition in April, with an additional investment of Euro 73.7 million (of which 1.4 million deferred to be paid within 10 days of March 31, 2023, the date set as the contractual deadline for the commitments undertaken for the sale of the iGuzzini S.p.A. investment executed in March 2019), of a further stake of 70.71% in the company, adding to the existing stake of 29.29%. Following this transaction, TIP now owns 100% of TIPO S.p.A.. The obtaining of control of TIPO S.p.A. and the consequent transfer of the company from an associated company measured under the equity method to a subsidiary subject to line-by-line consolidation resulted in the recognition of the holdings in TIPO S.p.A. already held similarly to as would have occurred on the divestment of the holding and re-acquired at their fair value at the time. This transaction also resulted in the recognition of a gain of approximately Euro 3.7 million.

On the same date, TIP also acquired, with an investment of Euro 29.2 million, a stake of 41.58% in the company Betaclub S.r.l., adding to the existing stake of 58.42% held by TIPO S.p.A.. Following this transaction, TIP now owns 100% of Betaclub S.r.l. either directly or indirectly. Allocation of the fair values of the assets and liabilities assumed in the consolidated financial statements as a result of the TIPO S.p.A. and Betaclub S.r.l. transaction are still being completed. The provisional allocation is as follows:

TIPO/Betaclub

G Total assets and liabilities assumed (D+E+F) 133,679,846
F Current liabilities (211,287)
E Deferred tax liabilities (1,100,692)
D Total assets (A+B+C) 134,991,825
C Other current assets 481,980
B Cash and cash equivalents 5,027,084
A Investments in associated companies 129,482,761
Euro

The consideration paid for the controlling stake in TIPO/Betaclub was established as follows:

C Consideration (A+B) 133,679,846
B Fair value of the share of investments already held 30,728,830
A Consideration for additional investments 102,951,016

Consolidation procedures

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.

(3) Presentation

The choices adopted by the Group relating to the presentation of the consolidated financial statements is illustrated below:

  • income statement and comprehensive income statement: IAS requires alternatively classification based on the nature or destination of the items. The Group decided to utilise the presentation calculation by nature of expenses;

  • 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.

(4) Segment disclosure

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".

Euro Nine months
period ended
September 30, 2021
Nine months
period ended
September 30, 2020
Revenue from sales and services 4,313,420 3,809,200
Total 4,313,420 3,809,200

Revenues are highly dependent on the timing of success fee maturation, whose distribution varies throughout the year.

(5) Purchases, service and other costs

The account comprises: Euro Nine months period ended September 30, 2021 Nine months period ended September 30, 2020 1. Services 3,399,071 1,289,117 2. Other charges 653,270 387,272 Total 4,052,341 1,676,389

Service costs mainly relate to banking commissions on the sale of listed shares, general and commercial expenses and professional and legal consultancy. They include Euro 100,148 of audit fees and Euro 107,352 of emoluments of the Board of Statutory Auditors and the Supervisory Board. The increase in service costs on the previous period is mainly due to the commissions recognised by Clubtre in relation to the sale of Prysmian shares through an Accelerated BookBuilding procedure.

Other charges principally include non-deductible VAT and stamp duties.

(6) Personnel expense

These costs include "Salaries and wages" and "Director's fees".

Personnel expenses include a charge of Euro 19,616,456 for the assignment in March of 3,500,000 options under the "TIP 2014-2021 Incentive Plan" stock option plan, approved by the Shareholders' Meeting of the company on April 9, 2014 and partially amended on April 29, 2016. The options granted were exercised in their entirety, partially by way of cash settlement.

It includes also Euro 2,639,492 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 Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.

(7) Financial income/(charges)

The account comprises:
Euro Nine months Nine months
period ended period ended
September 30, 2021 September 30, 2020
1.
Investment income
9,254,533 3,720,166
2.
Other income
12,106,965 15,916,992
Total financial income 21,361,498 19,637,158
3.
Interest and other financial charges
(15,604,477) (14,067,342)
Total financial charges (15,604,477) (14,067,342)
Net financial income 5,757,021 5,569,816

(7).1. Investment income

Nine months Nine months
period ended period ended
Euro September 30, 2021 September 30, 2020
Dividends 9,254,533 3,720,166
Total 9,254,533 3,720,166

First nine months 2021 investment income concerns dividends received from the following investees (Euro):

FCA N.V. 2,668,000
Prysmian S.p.A. 1,184,592
Stellantis N.V. 1,749,646
Amplifon S.p.A. 1,624,633
Moncler S.p.A. 922,500
Other companies 1,105,162
Total 9,254,533

(7).2. Other income

This mainly include interest income and gains on bonds for Euro 5,225,956, fair value changes on available-for-sale listed share investments and realised gains for Euro 2,215,661, interest income from loans and bank interest for Euro 287,215, fair value changes of derivative instruments for Euro 1,925,923, in addition to exchange gains of Euro 2,452,210.

(7).3. Interest and other financial charges
-- -- -- -- --------------------------------------------- --
Euro Nine months Nine months
period ended period ended
September 30, 2021 September 30, 2020
Interest on bonds 5,777,834 7,227,168
Other 9,826,643 6,840,174
Total 15,604,477 14,067,342

"Interest on bonds" refers for Euro 5,777,834 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 changes to the value of derivative instruments for Euro 6,278,466, losses on bonds for Euro 2,003,720, bank interest on loans for Euro 1,345,050 and other financial charges and exchange losses.

(8) Share of profit/(loss) of associated companies measured under the equity method

The share of profit/(loss) of associated companies, totalling a profit of approximately Euro 44.1 million, includes, in addition to the profits of the investee companies IPGH, ITH, Be, Roche Bobois S.A. and others, the profit of OVS S.p.A., including a significant benefit on income taxes from the fiscal realignment in the final quarter of the 20/21 financial year, the net loss of Alpitour S.p.A. and the second and third quarter results of Beta Utensili S.p.A. and Sant'Agata S.p.A..

The result of the associated companies benefitted from the positive accounting effects from the change in the holdings through capital increases, which resulted in the recognition of total income of Euro 1.6 million, equal to the difference between the fair value of the consideration received and the carrying amount of the share sold and the positive effects, for Euro 3.7 million, of the fair value measurement of the holding in TIPO S.p.A. already held at the point of obtaining control.

For further details, reference should be made to note 10 "Investments in associated companies measured under the equity method".

(9) Investments measured at FVOCI

The account refers to minority investments in listed and non-listed companies.

Euro Nine months Nine months
period ended period ended
September 30, 2021 September 30, 2020
Investments in listed companies 595,264,799 686,978,265
Investments in non-listed companies 95,340,617 65,468,451
Total 690,605,416 752,446,716

The changes in the investments measured at FVOCI are shown in Attachment 1.

The TIP Group holds at September 30, 2021 investments (Digital Magics, Eataly, Buzzoole) 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

The investments in associated companies refer to:

  • for Euro 136,092,181 the associated company OVS S.p.A.;
  • for Euro 111,330,126 the associated company Beta Utensili S.p.A.;
  • for Euro 110,961,887 the investment in Gruppo IPG Holding S.p.A. (company which holds the majority shareholding in Interpump Group S.p.A.);
  • for Euro 76,790,581 the company Roche Bobois S.A., held 34.84% through TXR S.r.l., listed on the stock market since July 2018;
  • for Euro 62,252,828 to the associated company ITH S.p.A., the parent company of Sesa S.p.A.;
  • for Euro 53,409,472 the associated company Saint Agatha S.p.A.;
  • for Euro 50,756,503 the company Asset Italia S.p.A., investment holding which gives shareholders the opportunity to choose for each proposal their individual investments. The equity and results relating to Asset Italia 1 S.r.l., vehicle company for the investment in Alpitour, refer for 99% to the tracking shares issued in favour of the shareholders which subscribed to the initiative and for 1% to Asset Italia, or rather to all the ordinary shares. TIP's share of the shares tracking the investment in Alpitour is equal to 35.81%. The investment in Alpitour is measured in Asset Italia using the equity method.
  • for Euro 51,028,667 the company Clubitaly S.p.A., with a 19.8% stake in Eataly S.p.A. The investment of Clubitaly S.p.A. in Eataly S.p.A. is measured at fair value in that the absence of the necessary financial information for the application of the equity method determines the current limited exercise of significant influence;
  • for Euro 41,991,616 the associated company Elica S.p.A.;
  • for Euro 29,503,950 the associated company BE S.p.A.;
  • for Euro 2,864,669 the associated company Itaca Equity Holding S.p.A.;
  • for Euro 867,869 the associated company Itaca Equity S.r.l.;
  • for Euro 639,835 the investments in the companies Palazzari & Turries Limited, with registered office in Hong Kong and in Gatti & Co Gmbh, with registered office in Frankfurt;

The main changes in the period concern for approximately Euro 25.6 million the increase in the investment in OVS S.p.A., for Euro 2.5 million the investment in Itaca, income and shares of the result for approximately Euro 44.1 million, commented upon in note 8, and a positive change in the FVOCI reserve for approximately Euro 6 million. In addition, the TIPO/Beta transaction resulted in increases for purchases and changes to the consolidation scope for Euro 161.1 million. The changes in the associated company investments are shown in Attachment 2.

In line with the ESMA recommendations, the outbreak of the pandemic and the consequent lockdown were taken into consideration also as indicators of the potential impairment of the goodwill incorporated into the valuations through the equity method of the associated companies and the investees. Also in this case, analyses were undertaken considering the development of alternative scenarios, as suggested by the recent ESMA recommendations concerning measurements for the 2021 interim financial statements. The result of the impairment tests carried out did not identify write-downs as the recoverable amount was higher than the carrying amount.

(11) Financial receivables measured at amortised cost

Euro September 30, 2021 December 31, 2020
Financial receivables measured at amortised cost 6,833,489 3,611,418
Total 6,833,489 3,611,418

Financial receivables measured at amortised cost principally concern for Euro 3,273,612 the loans issued to Tefindue S.p.A., which holds indirectly a shareholding in Octo Telematics S.p.A. and for Euro 2,533,904 the bond loan subscribed in June 2021 from DV Holding S.p.A..

(12) Financial assets measured at FVTPL

Euro September 30, 2021 December 31, 2020
Financial assets measured at FVTPL 2,997,921 2,883,243
Total 2,997,921 2,883,243

Financial assets measured at FVTPL consist mainly of the convertible bond issued by Tefindue S.p.A..

(13) Derivative instruments

Derivative instruments comprise for Euro 4,903,109 the option to purchase ITH S.p.A. shares and for Euro 1,796,144 EFT SHORT instruments.

(14) Current financial assets measured at FVOCI

Euro September 30, 2021 December 31, 2020
Current financial assets measured at FVOCI 152,178,072 179,859,731
Total 152,178,072 179,859,731

These concern financial assets comprising investments in bonds for the temporary utilisation of liquidity. A number of securities, totalling Euro 25.6 million, are pledged as guarantee for a loan.

(15) Current financial assets measured at FVTPL

Euro September 30, 2021 December 31, 2020
Current financial assets measured at FVTPL 6,493,701 0
Total 6,493,701 0

Current financial assets measured at FVTPL concern the listed shares available-for-sale as temporary uses of liquidity.

(16) Cash and cash equivalents

The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.

Euro September 30, 2021 December 31, 2020
Bank deposits 3,595,091 3,245,830
Cash in hand and similar 5,511 4,665
Total 3,600,602 3,250,495

The composition of the net financial position at September 30, 2021 compared with the end of the previous year is illustrated in the table below.

Euro September 30, 2021 December 31, 2020
A Cash and cash equivalents 3,600,602 3,250,495
B Current financial assets measured at FVOCI 152,178,072 179,857,731
C Other current financial assets and derivative instruments 13,192,954 5,575,577
D Liquidity (A+B+C) 168,971,628 188,683,803
E Non-current financial payables (307,371,014) (451,403,080)
F Non-current financial payables for leasing (2,305,767) (2,305,767)
G Liabilities for derivatives (5,777,716) (285,846)
H Current financial liabilities for leasing (128,043) (321,574)
I Current financial liabilities (152,350,330) (70,695,363)
L Net financial position (D+E+F+G+H+I) (298.961.242) (336,327,827)

The change for the period is essentially due to the inclusion in Clubtre for the Prysmian shares, offset by investments for the period, mainly related to the TIPO/Beta transaction and the purchase of all of Clubtre's share capital.

(17) Share capital

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 September 30, 2021, treasury shares in portfolio totalled 15,446,425, equal to 8.378% of the share capital.

No. treasury shares at No. of shares acquired No. of shares sold at No. treasury shares at
January 1, 2021 at September 30, 2021 30 September 2021 September 30, 2021
16,131,801 1,387,124 2,072,500 15,446,425

Additional disclosures on equity at September 30, 2021:

(18) Reserves

Share premium reserve

These amount to Euro 272,298,170 and increased following the exercise of the stock options by directors/employees, as outlined previously.

Legal reserve

This amounts to Euro 19,175,447, increasing Euro 1,287,163 following the Shareholders' Meeting motion of April 29, 2021 with regard to the allocation of the 2020 net profit.

Fair value OCI reserve without reversal to profit or loss

The positive reserve amounts to Euro 335,900,507. 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).

For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.

Fair value OCI reserve with reversal to profit or loss

The negative reserve amounts to Euro 515.624. 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.

Treasury shares acquisition reserve

The negative reserve amounts to Euro 90,139,598.

Other reserves

They are negative for Euro 3,261,867 and for Euro 6,390,859 comprise the incentive plan reserve created in relation to the performance shares plan for employees and directors offset by the negative changes in the investments reserve measured under the equity method.

Merger surplus

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

Retained earnings amount to Euro 432,839,203 and increased on December 31, 2020 following the allocation of the 2020 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.

IFRS business combination reserve

The reserve was negative and amounts to Euro 483,655, unchanged compared to December 31, 2020.

(19) Net Result for the period

Basic earnings per share

At September 30, 2021, 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 0.08.

Diluted earnings per share

At September 30, 2021, the diluted result per share was a profit of Euro 0.08. This represents the net profit for the period divided by the number of ordinary shares in circulation at September 30, 2021, 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.

(20) Post-employment benefit provisions

At September 30, 2021, 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.

(21) Derivative financial instruments

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.

(22) Financial payables

Financial payables of Euro 307,371,014 refer to:

  • for 286,022,026 the TIP 2019-2024 Bond placed in December 2019, of a nominal Euro 300,000,000. The loan, with an initial rights date of December 5, 2019 and expiry date of December 5, 2024 was issued with a discount on the par value and offers an annual coupon at the nominal gross fixed rate of 2.5%. The loan was recognised at amortised cost applying the effective interest rate which takes into account the transaction costs incurred for the issue of the bond and the bond repurchases made by the company;
  • for Euro 20,000,000 a fixed-rate, medium/long-term loan repayable on maturity of April 12, 2026.
  • for Euro 1,348,988 the payable to TIPO S.p.A. shareholders following the acquisition of the company's shares. This amount is to be paid within 10 days of March 31, 2023, the date set as the contractual deadline for the commitments undertaken for the sale of the iGuzzini S.p.A. investment executed in March 2019.

In accordance with the application of international accounting standards required by Consob recommendation No. DEM 9017965 of February 6, 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.

(23) Current financial liabilities

The current financial liabilities of Euro 152,350,330 mainly concern:

  • for Euro 80,593,711 bank payables on current account lines;
  • for Euro 64,917,929 a medium/long-term loan of a nominal value of Euro 65,000,000, repayable on maturity of June 30, 2022, recognised to amortised cost applying an effective interest rate which takes account of the settlement costs incurred to obtain the loan. The bond provides for compliance with annual financial covenants;
  • for Euro 5,897,915 interest matured on the TIP 2019-2024 bond;
  • for Euro 940,775 the long-term component of the deferred payment of the purchase price of an investment.

(24) Related party transactions

The table reports the transactions with related parties during the period outlined in the amounts, type and counterparties.

Party Type Payment /
balance at
Payment /
balance at
September 30,
2021
September 30,
2020
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
Asset Italia 1 S.r.l. Trade receivables 3,075 3,075
Asset Italia 2 S.r.l. Revenues - 3,075
Asset Italia 2 S.r.l. Trade receivables - 3,075
Betaclub S.r.l. Revenues 8,464 21,825
Betaclub S.r.l. Trade receivables 1,204 21,825
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 22,500 -
Itaca Equity S.r.l. Trade receivables 7,500 -
Itaca Equity Holding S.p.A. Revenues 7,500 -
Itaca Equity Holding S.p.A. Trade receivables 7,500 -
TIPO S.p.A. Revenues 146,410 378,075
TIPO S.p.A. Trade receivables 1,204 253,075
Services provided to companies related to the Board of Directors Revenues from services 690,924 -
Services provided to companies related to the Board of Directors Trade receivables 4,000 3,000
Services received from companies related to the Board of Directors Costs (services
received)
9,335,807 2,223,631
Payables for services received from companies related to the Board of
Directors
Other payables 8,881,026 1,788,920

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 Chairman Giovanni Tamburi

Milan, November 10, 2021

ATTACHMENTS

Declaration of the Executive Officer for Financial Reporting as per Article 81ter of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments and supplements.

    1. The undersigned Alessandra Gritti, as Chief Executive Officer, and Claudio Berretti, as Executive Officer for financial reporting of Tamburi Investment Partners S.p.A., affirm, and also in consideration of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:
    2. the adequacy considering the company's characteristics and
    3. the effective application during the period of the consolidated financial statements

of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended September 30, 2021.

No significant aspect emerged concerning the above.

    1. We also declare that:
    2. a) the quarterly consolidated financial report at September 30, 2021 corresponds to the underlying accounting documents and records;
    3. b) the quarterly consolidated financial report at September 30, 2021 was prepared in accordance with International Financial Reporting Standards (IFRS) and the relative interpretations published by the International Accounting Standards Board (IASB) and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament and provides a true and correct representation of the results, balance sheet and financial position of Tamburi Investment Partners S.p.A..
    4. c) the Directors' Report includes a reliable analysis of the significant events in the year and their impact on the consolidated financial statements, together with a description of the principal risks and uncertainties. The Directors' Report also contains a reliable analysis of the significant transactions with related parties.

The Chief Executive Officer The Executive Officer

Milan, November 10, 2021

Attachment 1 - Changes in investments measured at FVOCI

Balance at 1.1.2021 increases decreases
Euro historic fair value write-down book value acquisition or fair value decreases fair value reversal P/L movements book value
cost adjustments P&L fair value subscription increase decreases fair value 30/09/2021
Non-listed companies
Azimut Benetti S.p.A. 38,990,000 (7,312,229) 31,677,771 7,312,229 38,990,000
Bending Spoons S.p.A. 5,023,461 5,023,461 3,432,341 1,573,398 10,029,200
Buzzoole Plc. 5,392,122 (2,252,122) 3,140,000 (165,299) 2,974,701
Dv Holding S.p.A. 0 11,016,190 11,016,190
Heroes Sr.l. (Talent Garden S.p.A.) 2,506,673 10,361,992 12,868,665 12,868,665
Talent Garden S.p.A. 5,502,592 799,085 6,301,677 6,301,677
Vianova S.p.A. (already Welcome Italia S.p.A.) 5,850,971 5,850,971 6,186,890 12,037,861
Other equity instr. & other minor 955,724 0 (100,000) 855,724 400,000 (133,402) 1,122,322
Total non-listed companies 64,221,543 1,596,726 (100,000) 65,718,270 14,848,530 15,072,518 0 (298,701) 0 0 95,340,617
Listed companies No. of shares
Alkemy S.p.A. 425,000 4,993,828 (1,984,828) 3,009,000 4,641,000 7,650,000
Amplifon S.p.A. 7,384,697 60,713,803 190,661,283 251,375,086 52,874,430 304,249,516
Digital Magics S.p.A. 1,684,719 9,922,048 (3,520,116) 6,401,932 168,472 6,570,404
Fagerhult AB 324,522 2,643,670 832,280 130,599 3,606,549 7,477 2,277,593 (1,570,071) (2,094,022) (92,409) 2,135,117
Faurecia S.A. 24,692 0 1,145,464 (135,561) 1,009,903
Ferrari N.V. 22,500 0 3,617,109 454,266 4,071,375
Stellantis N.V. 900,000 17,783,734 3,473,266 21,257,000 2,809,804 (6,745,554) (2,451,450) 14,869,800
Hugo Boss AG 1,080,000 80,298,115 (50,824,915) 29,473,200 26,816,400 56,289,600
Moncler S.p.A. 2,050,000 32,102,928 70,684,072 102,787,000 5,904,000 108,691,000
Prysmian S.p.A. 2,369,183 261,986,960 132,844,878 394,831,838 1,242,596 (216,271,771) (107,969,035) 71,833,628
Other listed companies 13,166,782 (2,261,956) (9,205,161) 1,699,665 15,991,904 1,702,943 (800,801) (36,800) (662,455) 17,894,455
Total listed companies 483,611,868 339,903,965 (9,074,562) 814,441,270 20,761,955 98,891,505 (225,388,197) (172,361) (113,176,962) (92,409) 595,264,799
Total investments 547,833,411 341,500,691 (9,174,562) 880,159,540 35,610,486 113,964,023 (225,388,197) (471,062) (113,176,962) (92,409) 690,605,416
Balance Balance
Euro at 31.12.2019 purchases / income from share of increase increase increase decrease of increase of increase at 31.12.2020
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. 114,193,209 (10,378,552) 3,834,265 (2,437,310) (19,760,022) 19,760,022 (38,697,723) 66,513,888
Asset Italia 2 S.r.l. 0 67,406 (1,142) 66,264
Be Think, Solve, Execute S.p.A. 17,772,901 6,600,010 1,912,917 (117,489) (460,919) (726,390) 24,981,029
Clubitaly S.p.A. 58,996,524 1,639,676 2,703,054 (24,720) (13,266,940) 50,047,594
Elica S.p.A. 41,434,378 (359,808) (1,152,553) 32,838 39,954,856
Gruppo IPG Holding S.p.A. 82,295,871 4,119,857 13,113,593 (2,694,369) 2,529,437 (1,515,330) 97,849,059
ITH S.p.A. (1) 0 59,774,145 1,073,214 (52,326) (495,064) (572,832) 59,727,137
OVS S.p.A. 94,118,727 2,199,341 (11,097,247) (96,673) 115,336 85,239,484
Roche Bobois S.A. 72,092,580 3,470,412 (448,043) (32,401) (344,022) 74,738,526
Tip-Pre Ipo S.p.A. 29,768,702 1,032,681 (422,715) (45,827) (2,301,924) 2,301,924 (3,958,007) 26,374,835
Other associated companies 779,793 (116,361) 663,432
Total 511,452,686 70,280,578 6,822,911 (1,375,013) (9,855,390) (6,998,763) 1,643,400 (22,061,946) 22,061,946 (45,814,304) 526,156,105

Attachment 2 - Changes in associated company investments

(1) the movements of the year include the reclassification from investments measured at FVOCI to associated companies measured under the equity method

Balance Balance
Euro at 31.12.2020 purchases / income from share of increase increase increase decrease of increase of increase at 30.9.2021
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 (19,987,413) 84,431 4,145,598 50,756,503
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 2,635,452 145,243 500,683 (1,112,467) 29,503,950
Beta Utensili S.p.A. (1) 0 109,175,658 4,650,578 (20,086) (2,476,024) 111,330,126
Clubitaly S.p.A. 50,047,594 1,001,293 (20,220) 51,028,667
Elica S.p.A. 39,954,856 2,102,235 137,799 (203,273) 41,991,616
Gruppo IPG Holding S.p.A. 97,849,059 13,696,982 1,975,471 (595,672) (1,963,953) 110,961,887
Itaca Equity S.r.l. 0 557,482 497,179 (177,678) (9,114) 867,869
Itaca Equity Holding S.p.A. 0 1,950,000 1,073,475 (139,054) (19,752) 2,864,669
ITH S.p.A. 59,727,137 5,138,812 81,263 (2,694,384) 62,252,828
OVS S.p.A. 85,239,484 25,560,059 25,182,335 12,593 97,710 136,092,181
Roche Bobois S.A. 74,738,527 3,124,451 180,123 467,553 (1,720,073) 76,790,582
Sant'Agata S.p.A. (1) 0 51,876,761 2,030,997 (5,425) (12,861) (480,000) 53,409,472
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 526,156,105 192,475,263 5,292,450 38,781,691 84,599 6,687,902 (2,440,244) 0 0 (38,547,581) 728,490,185

(1) the increase refers to the purchases and to the changes in consolidation scope

(2) the decrease refers to the reclassification to subsidiaries

Talk to a Data Expert

Have a question? We'll get back to you promptly.