Quarterly Report • May 17, 2019
Quarterly Report
Open in ViewerOpens in native device viewer
Additional periodic disclosure at March 31, 2019 Tamburi Investment Partners Group
(translation from the Italian original which remains the definitive version)
| Corporate Boards | 3 |
|---|---|
| Interim Directors' Report | 4 |
| Quarterly consolidated financial report | |
| Financial Statements ▪ Consolidated Income Statement ▪ Consolidated comprehensive income statement ▪ Consolidated statement of financial position ▪ Statement of changes in consolidated equity |
9 |
| Notes to the quarterly consolidated financial report at March 31, 2019 | 13 |
| Attachments ▪ Declaration of the Executive Officer for Financial Reporting ▪ Changes in investments measured at FVOCI ▪ Changes in associated companies measured under the equity method |
25 |
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 Chairman and Chief Executive Officer Claudio Berretti Executive Director & General Manager
| Myriam Amato | Chairperson |
|---|---|
| Fabio Pasquini | Statutory Auditor |
| Alessandra Tronconi | Statutory Auditor |
| Andrea Mariani | 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 and related parties committee
* In accordance with the Self-Governance Code
TIP reports a pro-forma pre-tax profit of Euro 22.5 million for the first quarter of 2019, compared to Euro 27.3 million for the first quarter of 2018, with equity of approximately Euro 730.9 million, compared to approximately Euro 666.4 million at December 31, 2018.
As previously, for comparable presentation to shareholders of period results and a better reflection of the effective results of the period, the first quarter 2019 pro-forma income statement applying the same accounting standards for financial assets and liabilities in place at December 31, 2017 (IAS 39) is presented below. The Directors' Report therefore comments upon the pro-forma figures, while the Notes provide disclosure upon the figures calculated as per IFRS 9.
| IFRS 9 | Reclassification to income statement of |
Reversal of convertible fair value |
PRO FORMA | PRO FORMA | |
|---|---|---|---|---|---|
| Consolidated income statement | 31/3/2019 | capital gain realised | adjustments | 31/3/2019 | 31/3/2018 |
| (in Euro) | |||||
| Total revenues | 4,375,997 | 4,375,997 | 974,247 | ||
| Purchases, service and other costs | (477,298) | (477,298) | (475,050) | ||
| Personnel expenses | (5,068,141) | (5,068,141) | (5,142,212) | ||
| Amortisation, depreciation & write-downs | (86,507) | (86,507) | (15,866) | ||
| Operating profit/(loss) | (1,255,949) | 0 | 0 | (1,255,949) | (4,658,881) |
| Financial income | 899,605 | 13,030,719 | (78,359) | 13,851,965 | 28,986,385 |
| Financial charges | (2,281,710) | (2,281,710) | (1,469,092) | ||
| Profit before adjustments to investments | (2,638,054) | 13,030,719 | (78,359) | 10,314,306 | 22,858,412 |
| Share of profit/(loss) of associates measured | |||||
| under the equity method | 1,772,458 | 10,457,761 | 12,230,219 | 4,423,237 | |
| Adjustments to financial assets | 0 | 0 | |||
| Profit / (loss) before taxes | (865,596) | 23,488,480 | (78,359) | 22,544,525 | 27,281,649 |
| Current and deferred taxes | 498,278 | (134,642) | 363,636 | 53,522 | |
| Profit / (loss) of the period | (367,318) | 23,353,838 | (78,359) | 22,908,161 | 27,335,171 |
| Profit/(loss) of the period attributable to the shareholders of the parent |
(846,758) | 22,428,721 | 26,396,634 | ||
| Profit/(loss) of the period attributable to the minority interest |
479,440 | 479,440 | 938,537 |
The IFRS 9 income statement does not include capital gains in the period on the sale of equity investments of Euro 23.5 million.
The pro-forma profit for the period is supported by the capital gains of approximately Euro 11.9 million realised on the divestments of the holdings in FCA and Nice and on other partial divestments, undertaken in order to source the liquidity to fund OVS transactions.
The share of the pro-forma profit of associated companies includes, for approximately Euro 10.5 million, the pro-quota capital gain from the sale of the direct investment in iGuzzini by the investee TIPO. On the closing of March 7, 2019, TIPO collected approximately Euro 45.1 million and received 1,781,739 Fagerhult shares; in the coming months TIPO will withdraw from Fimag, with the collection of a further Euro 23.7 million and the transfer of an additional 935,689 Fagerhult shares, achieving therefore an additional capital gain. On April 26, 2019, the Board of Directors of Fagerhult approved the execution of a capital increase. The subscription rights related to the capital increase were detached from the relative shares on May 3, 2019.
Among the other associated companies, IPGH contributed with a share of profit of approximately Euro 3.6 million, while Alpitour, indirectly owned through Asset Italia, negatively impacted for approximately Euro 2.5 million on the basis of normal business seasonality whereby profit is essentially generated in the second half of each business year.
Advisory activity revenues in the period exceeded Euro 4.3 million (approximately Euro 1 million in the first quarter of 2018), while operating costs were in line with the first quarter of 2018. As previously, the executive directors' fees are linked to the company's performance and were calculated, as approved, on pro-forma figures according to the accounting standards adopted until the end of 2017.
On March 11, 2019 TIP acquired the entire equity investment held by Gruppo Coin S.p.A. (a company indirectly controlled by BC Partners funds and in which interests were held by the management of OVS S.p.A.) in OVS, amounting to 40,485,898 shares accounting for 17.835% of the share capital for the price of Euro 1.85 per share and a total price of Euro 74,898,911.30. As a result of this acquisition, TIP, which had previously held an interest of approximately 4.912%, increased its total investment to 22.747%, with a total pay-out of Euro 91.6 million. The reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment previously held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, the cumulative fair value increase of approximately Euro 1.1 million, recognised to the OCI reserve, has been booked to the pro-forma income statement according to IAS 39 and reclassified as retained earnings under equity as per IFRS 9; the investment previously classified to "Investments measured at FVOCI" was reversed and was recognised to "associated companies measured under the equity method".
In March 2019, Talent Garden completed a capital increase of Euro 23 million, in which TIP participated in the amount of Euro 5 million through StarTIP, confirming its main investor role. As a result of the transaction, the interest in Talent Garden held directly by StartTIP came to 5.87%, whereas the total implicit interest held, considering also the indirect holdings, including the interest held by Heroes and the interest held by Digital Magics, amounted to approximately 20%.
Treasury share purchases continued in 2019 for approximately Euro 1.8 million.
Consolidated equity increased by approximately Euro 64.5 million, compared to Euro 666.4 million as at December 31, 2018, following a buyback of treasury shares of approximately Euro 1.8 million, mainly due to the value recoveries of the investments measured at fair value and partly, as previously reported, thanks to capital gains realised on divestments.
The TIP Group consolidated net debt – also taking into account the TIP 2014-2020 bond – but without considering the non-current financial assets, considered by management as liquidity available in the short-term – at March 31, 2019 was approximately Euro 189.7 million, compared to approximately Euro 140.5 million at December 31, 2018. During the quarter, bonds were divested from, with a view to OVS investments.
The results for the first quarter already announced by the main investees Amplifon, Ferrari, Interpump, Moncler and Prysmian confirmed the good performance expected for 2019. The other direct and indirect investees are also performing well.
Amplifon, thanks to good organic growth and the contribution from the GAES consolidation, reported in the first quarter of 2019 consolidated revenues of Euro 392 million, up 25.4% on the same period of 2018 and with a further network expansion of 49 new DOS, including stores and shop-in-shops. EBITDA amounted to Euro 54.9 million, increasing 27% and benefitting from the excellent performance of GAES.
Ferrari again achieved growth compared to the first quarter of 2018, continuing a series of record results, with shipments and revenues growing by 22.7% and 13.1% respectively and an adjusted EBIT of Euro 232 million, up 10.5%.
Interpump in the quarter reported consolidated revenues of approximately Euro 343.6 million, up 10% on the first quarter of 2018, with an EBITDA of approximately Euro 78.6 million, growth of 13%.
Moncler in the first quarter of 2019 reported consolidated revenues of Euro 378.5 million, an increase of 14% on Euro 332 million in the first quarter of 2018. Revenues grew by over 10% and across nearly all geographic areas.
OVS's fiscal year-end is January 31. The financial statements 2018/19 show a market share expanding to approximately 8%, with substantially stable revenues of approximately Euro 1.4 billion and an EBITDA of over Euro 144 million - reducing on the previous year having absorbed the effects of non-recurring events regarding the interruption of trading relationships with Sempione Fashion, in addition to inventory write-downs.
Prysmian closed the first quarter of 2019 with revenues of Euro 2,771 million, growing 1.9%, and an adjusted EBITDA of Euro 231 million (Euro 222 million net of the IFRS 16 adoption effects), up on Euro 198 million for the first quarter of 2018.
Hugo Boss continues its moderate growth with revenues of Euro 664 million in the first quarter of 2019, up 1% at like-for-like exchange rates with the same period of 2018 and adjusted EBITDA of Euro 83 million (excluding the IFRS 16 effect), decreasing 16% mainly due to the advance incursion of marketing and digital reorganisation costs. These costs are expected to have a positive impact on profitability, which is set overall to grow in 2019 over 2018, with an estimated increase in EBIT by company management of between 5 and 9% for the 2019 full year. In the coming days, the company will again distribute this year a very good dividend.
The TIP share performed strongly again in the first quarter of 2019, up 6.1% between December 31, 2018 and May 10, 2019, with the TIP Warrant 2015-2020 rising 28.5%.
The usual five-year TIP share chart (at May 10, 2019) highlights a very strong performance of the TIP share, improving +129.5%; the total return for TIP shareholders over the five years was 148.8% (annual average of 29.8%).
TIP workings on data collected on 10/5/2019 at 18.03 source Bloomberg
The related party transactions are detailed in note 22.
In April, the investment in Buzzoole was increased slightly by StarTIP and in May the candidates for the Board of Directors of OVS were filed.
Given the nature of the activities of TIP, it is not easy to forecast the performance for the current year. Repeating the results achieved by the TIP Group for the first quarter of 2019 clearly related also to divestments - will depend partly on market performances and opportunities which will arise in the future.
At March 31, 2019, treasury shares in portfolio totalled 6,256,431, equal to 3.805% of the
share capital. The number of treasury shares in portfolio at the current date is unchanged.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, May 14, 2019
| Consolidated Income Statement | |
|---|---|
| Tamburi Investment Partners Group (1) |
| (in Euro) | Three months period ended March 31, 2019 |
Three months period ended March 31, 2018 |
Note |
|---|---|---|---|
| Revenue from sales and services | 4,338,785 | 960,018 | 4 |
| Other revenue | 37,212 | 14,229 | |
| Total revenues | 4,375,997 | 974,247 | |
| Purchases, service and other costs | (477,298) | (475,050) | 5 |
| Personnel expense | (5,068,141) | (5,142,212) | 6 |
| Amortisation, depreciation, and write-downs | (86,507) | (15,866) | |
| Operating profit / (loss) | (1,255,949) | (4,658,881) | |
| Financial income | 899,605 | 3,574,245 | 7 |
| Financial charges | (2,281,710) | (1,469,092) | 7 |
| Profit / (loss) before adjustments to investments | (2,638,054) | (2,553,728) | |
| Share of profit of associated companies measured | |||
| under the equity method | 1,772,458 | 4,423,237 | 8 |
| Profit/(loss) before taxes | (865,596) | 1,869,509 | |
| Current and deferred taxes | 498,278 | 53,522 | |
| Profit/(loss) | (367,318) | 1,923,031 | |
| Profit / (loss) attributable to the shareholders of the parent |
(846,758) | 984,494 | |
| Profit / (loss) attributable to minority interests | 479,440 | 938,537 | |
| Basic earnings per share | (0.01) | 0.01 | 18 |
| Diluted earnings per share | (0.01) | 0.01 | 18 |
| Number of shares in circulation | 158,185,236 | 156,645,216 |
(1) The three months 2019 income statement has been prepared in accordance with IFRS 9 and therefore does not include capital gains in the period on the sale of equity investments of Euro 23.5 million. The Directors' Report (page 4) presents the pro-forma income statement at like-for-like accounting standards related to financial assets and liabilities (IAS 39) adopted at December 31, 2017 reporting a profit of Euro 22.9 million.
| (in Euro) | Three months period ended March 31, 2019 |
Three months period ended March 31, 2018 |
Note |
|---|---|---|---|
| Profit/(loss) | (367,318) | 1,923,031 | |
| Other comprehensive income items | |||
| Income through P&L | |||
| Increase/(decrease) in associated companies measured under the equity method |
941,668 | (35,018) | 17 |
| Unrealised profit/(loss) | 953,105 | (35,018) | |
| Tax effect | (11,437) | 0 | |
| Increases/(decreases) in the value of current financial assets measured at |
|||
| FVOCI | 1,624,365 | (141,996) | |
| Unrealised profit/(loss) | 1,624,365 | (167,923) | |
| Tax effect | 0 | 25,927 | |
| Income not through P&L | 17 | ||
| Increase/(decrease) in investments measured at FVOCI |
60,197,279 | 36,559,798 | |
| Profit | 60,763,518 | 36,718,776 | |
| Tax effect | (566,239) | (158,978) | |
| Increase/(decrease) in associated companies measured under the equity |
|||
| method | 4,232,944 | (4,252,643) | |
| Profit/(loss) | 4,284,356 | (4,304,295) | |
| Tax effect | (51,412) | 51,652 | |
| Other components | 0 | (668,340) | |
| Total other comprehensive income items | 66,996,256 | 31,461,801 | |
| Total comprehensive income | 66,628,938 | 33,384,832 | |
| Comprehensive income attributable to the | |||
| shareholders of the parent | 66,161,619 | 32,446,295 | |
| Comprehensive income attributable to minority interests |
467,319 | 938,537 | |
| (in Euro) | March 31, 2019 | December 31, 2018 Note | |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 92,031 | 96,676 | |
| Usage rights | 1,397,490 | 0 | |
| Goodwill | 9,806,574 | 9,806,574 | |
| Other intangible assets | 15,920 | 125 | |
| Associated companies measured under the equity | |||
| method | 504,215,379 | 404,814,751 | 9 |
| Investments measured at FVOCI | 388,281,866 | 377,632,277 | 10 |
| Financial receivables measured at amortised cost | 6,948,884 | 6,866,167 | 11 |
| Financial assets measured at FVTPL | 20,888,785 | 20,395,297 | 12 |
| Tax assets | 426,417 | 426,449 | |
| Deferred tax assets | 0 | 0 | |
| Total non-current assets | 932,073,347 | 820,038,316 | |
| Current assets | |||
| Trade receivables | 580,845 | 4,916,106 | |
| Current financial receivables measured at | |||
| amortised cost | 7,890,248 | 9,519,333 | 13 |
| Derivative instruments | 3,900 | 9,000 | |
| Current financial assets measured at FVOCI | 0 | 45,227,977 | 14 |
| Cash and cash equivalents | 504,409 | 1,812,728 | 15 |
| Tax assets | 543,519 | 567,819 | |
| Other current assets | 358,500 | 352,346 | |
| Total current assets | 9,881,421 | 62,405,309 | |
| Total assets | 941,954,768 | 882,443,625 | |
| Equity | |||
| Share capital | 85,509,667 | 85,509,667 | 16 |
| Reserves | 335,253,175 | 288,641,136 | 17 |
| Retained earnings | 276,662,153 | 231,264,083 | |
| Result of the parent | (846,758) | 27,004,846 | 18 |
| Total equity attributable to the shareholders | |||
| of the parent | 696,578,236 | 632,419,732 | |
| Equity attributable to minority interests | 34,314,678 | 33,932,034 | |
| Total Equity | 730,892,914 | 666,351,766 | |
| Non-current liabilities | |||
| Post-employment benefits | 313,044 | 306,489 | 19 |
| Financial payables | 99,638,248 | 99,555,086 | 20 |
| Financial liabilities for leasing | 1,184,380 | 0 | |
| Deferred tax liabilities | 679,665 | 676,633 | |
| Total non-current liabilities | 101,815,337 | 100,538,208 | |
| Current liabilities | |||
| Trade payables | 551,613 | 604,462 | |
| Current financial liabilities | 97,022,471 | 97,538,156 | 21 |
| Financial liabilities for leasing | 292,545 | 0 | |
| Tax liabilities | 6,040,159 | 579,175 | |
| Other liabilities | 5,339,729 | 16,831,858 | |
| Total current liabilities | 109,246,517 | 115,553,651 | |
| Total liabilities | 211,061,854 | 216,091,859 | |
| Total equity and liabilities | 941,954,768 | 882,443,625 |
in Euro
| Revaluation | Other | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share | Share | Legal | reserve without reversal | FVOCI reserve FVOCI reserve with reversal |
Treasury shares |
reserves | IFRS | Merger | Retained | Result for the period |
Equity shareholders |
Net Equity minorities |
Result | Equity | ||
| Capital | premium | reserve | reserve business |
surplus | earnings | shareholders | for period minorities |
|||||||||
| reserve | assets | AFS Financial to profit and loss to profit and loss | reserve | combination | of parent | of parent | ||||||||||
| At January 1, 2018 consolidated | 83,231,972 158,078,940 15,371,147 | 208,829,278 | (11,991,347) | (210,415) | (483,655) | 5,060,152 98,456,635 | 71,765,289 | 628,107,996 19,061,939 | 321,659 647,491,594 | |||||||
| Adjustments for IFRS 9 adoption | (208,829,278) 208,308,181 | 521,097 | 17,800 | 17,800 | 17,800 | |||||||||||
| Equity adjusted after IFRS 9 adoption | 83,231,972 158,078,940 15,371,147 | 0 208,308,181 | 521,097 (11,991,347) | (210,415) | (483,655) | 5,060,152 98,474,435 | 71,765,289 | 628,125,796 19,061,939 | 321,659 647,509,394 | |||||||
| Change in fair value of investments | ||||||||||||||||
| measured at FVOCI | 36,559,798 | 36,559,798 | 36,559,798 | |||||||||||||
| Change in associated companies measured under the equity method | (4,252,643) | (35,018) | (668,340) | (4,956,001) | (4,956,001) | |||||||||||
| Change in fair value of current financial assets measured at FVOCI | (141,996) | (141,996) | (141,996) | |||||||||||||
| Employee benefits | 0 | 0 | ||||||||||||||
| Total other comprehensive income items | 32,307,155 | (177,014) | (668,340) | 31,461,801 | 0 | 31,461,801 | ||||||||||
| Profit/(loss) first quarter 2018 | 984,494 | 984,494 | 938,537 | 1,923,031 | ||||||||||||
| Total comprehensive income | 32,307,155 | (177,014) | (668,340) | 984,494 | 32,446,295 | 938,537 33,384,832 | ||||||||||
| Reversal of Fv reserve due to capital gain realised | 71,765,289 | (71,765,289) | 0 | 321,659 | (321,659) | 0 | ||||||||||
| Change in reserves of associated companies measure under equity method | 0 | 0 | ||||||||||||||
| Dividends distribution | 0 | 0 | ||||||||||||||
| Warrant exercise | 0 | 0 | ||||||||||||||
| Allocation profit 2017 | 0 | 0 | ||||||||||||||
| Acquisition of treasury shares | (4,233,435) | (4,233,435) | (4,233,435) | |||||||||||||
| Sale of treasury shares | (14,574) | 67,801 | (24,337) | 28,890 | 28,890 | |||||||||||
| At March 31, 2018 consolidated | 83,231,972 158,064,366 15,371,147 | 0 240,615,336 | 344,083 (16,156,981) | (903,092) | (483,655) | 5,060,152 170,239,724 | 984,494 | 656,367,546 19,383,598 | 938,537 676,689,681 |
| Share | Share | Legal | Revaluation | FVOCI reserve FVOCI reserve | Treasury | Other | IFRS | Merger | Retained | Result | Equity | Net Equity | Result | Equity | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | premium | reserve | reserve without reversal | with reversal | shares | reserves | reserve | surplus | earnings | for the period | shareholders | minorities | for period | |||
| reserve | AFS Financial to profit and loss to profit and loss | reserve | business | shareholders | of parent | minorities | ||||||||||
| assets | combination | of parent | ||||||||||||||
| At January 1, 2019 consolidated | 85,509,667 175,716,503 16,646,394 | 0 127,203,259 | (1,076,522) (31,111,031) | (3,313,964) | (483,655) | 5,060,152 231,264,083 | 27,004,846 | 632,419,732 31,101,835 | 2,830,199 666,351,766 | |||||||
| Change in fair value of investments | ||||||||||||||||
| measured at FVOCI | 60,197,279 | 60,197,279 | 60,197,279 | |||||||||||||
| Change in associated companies measured under the equity method | 4,232,944 | 953,789 | 5,186,733 | (12,121) | 5,174,612 | |||||||||||
| Change in fair value of current financial assets measured at FVOCI | 1,624,365 | 1,624,365 | 1,624,365 | |||||||||||||
| Employee benefits | 0 | 0 | ||||||||||||||
| Total other comprehensive income items | 64,430,223 | 2,578,154 | 0 | 67,008,377 | (12,121) | 66,996,256 | ||||||||||
| Profit/(loss) first quarter 2019 | (846,758) | (846,758) | 479,440 | (367,318) | ||||||||||||
| Total comprehensive income | 64,430,223 | 2,578,154 | 0 | (846,758) | 66,161,619 | (12,121) | 479,440 66,628,938 | |||||||||
| Reversal of Fv reserve due to capital gain realised | (18,393,224) | 18,393,224 | 0 | 0 | ||||||||||||
| Change in reserves of associated companies measure under equity method | (182,312) | (182,312) | (84,675) | (266,987) | ||||||||||||
| Dividends distribution | 0 | 0 | 0 | |||||||||||||
| Warrant exercise | 0 | 0 | ||||||||||||||
| Allocation profit 2018 | 27,004,846 | (27,004,846) | 0 | 2,830,199 | (2,830,199) | 0 | ||||||||||
| Acquisition of treasury shares | (1,848,643) | (1,848,643) | (1,848,643) | |||||||||||||
| Sale of treasury shares | (26,324) | 78,501 | (24,337) | 27,840 | 27,840 | |||||||||||
| At March 31, 2019 consolidated | 85,509,667 175,690,179 16,646,394 | 0 173,240,258 | 1,501,632 (32,881,173) | (3,520,613) | (483,655) | 5,060,152 276,662,153 | (846,758) | 696,578,235 33,835,238 | 479,440 730,892,914 |
The TIP Group is an independent investment/merchant bank focused on Italian medium-sized 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, 2019 was approved by the Board of Directors on May 14, 2019.
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, 2019, 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 and methods utilised for the preparation of this quarterly consolidated financial report have changed from those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2018, mainly due to application from January 1, 2019 of IFRS 16, as outlined in detail in the paragraph "new accounting standards".
The quarterly consolidated financial report at March 31, 2018 was not audited.
▪ IFRS 16 - "Leases": the standard replaces IAS 17, with the principal new issue concerning
the obligation of the company to recognise in the statement of financial position all rental contracts as assets and liabilities, taking account of the substance of the operation and the contract.
IFRS 3 – Business Combinations, concerning the accounting treatment of the share previously held in the joint operation after obtaining control;
IFRS 11 – Joint Arrangements, concerning the accounting treatment of the share previously held in the joint operation after obtaining control;
IAS 12 – Income Tax, concerning the classification of tax effects related to the payment of dividends and
IAS 23 – Borrowing costs, concerning financial charges admissible for capitalisation.
▪ In February 2018, the IASB issued the Amendment to IAS 19 which clarifies the application of IFRS 9 for long-term interests in subsidiaries or joint ventures included in investments in these entities for which the equity method is not applied.
The application of the amendments to the existing accounting standards reported above do not have a significant impact on the Group consolidated financial statements. The IFRS 16 impacts are outlined below.
As illustrated previously, the TIP Group adopted IFRS 16 for the preparation of the financial statements for periods which commence from January 1, 2019 and thereafter. This resulted in a change in the accounting policies and criteria used from those applied for the preparation of the financial statements at December 31, 2018.
In accordance with that required for the transition to IFRS 16, the company adopted the modified retrospective approach which does not require the reclassification of the comparative period. It also adopted the option to recognise usage right assets at a value equal to the initial recognition value of liabilities for leasing, calculated as the present value of the relative future payments discounted at the marginal debt rate. Therefore, the 2018 comparative figures have not been adjusted and there were no impacts on the January 1, 2019 opening balances.
The adoption of IFRS 16 from January 1, 2019 had a slight impact on the consolidated financial statements, with the recognition at January 1, 2019 of usage rights assets and liabilities for leasing of Euro 1,471,407, while in the quarter lease charges for the period were not recognised to the income statement, Euro 77,275, while the amortisation of the usage value of leasing contracts was recognised for Euro 73,916, in addition to the financial charges relating to the liabilities for leasing of Euro 5,518.
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, 2019, the consolidation scope included the companies Clubdue S.r.l., StarTIP S.r.l. and TXR S.r.l..
| Company Name | Registere d Office |
Share capital | Number of shares |
Number of shares held |
% held |
|---|---|---|---|---|---|
| Clubdue S.r.l. | Milan | 10,000 | 10,000 | 10,000 | 100% |
| StarTIP S.r.l. | Milan | 50,000 | 50,000 | 50,000 | 100% |
| TXR S.r.l. | Milan | 100,000 | 100,000 | 51,000 | 51.0% |
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 with 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 are illustrated below:
income statement and statement of comprehensive income: IAS requires alternatively classification based on the nature or destination of the items. The Group decided to present the accounts 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;
The company undertakes investment banking and merchant banking activities. Top management activity in the above-mentioned areas, 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 | Three months period ended March 31, 2019 |
Three months period ended March 31, 2018 |
|---|---|---|
| Revenue from sales and services | 4,338,785 | 960,018 |
| Total | 4,338,785 | 960,018 |
| The account comprises: | |||
|---|---|---|---|
| Euro | Three months | Three months | |
| period ended | period ended | ||
| March 31, 2019 | March 31, 2018 | ||
| 1. | Services | 433,133 | 287,220 |
| 2. | Rent, leasing and similar costs | 0 | 90,313 |
| 3. | Other charges | 44,165 | 97,517 |
| Total | 477,298 | 475,050 |
Service costs mainly relate to banking commissions on the sale of listed shares, professional and legal consultancy, general expenses and commercial expenses.
Following the application of IFRS 16, rent, leasing and similar costs no longer include property rental fees.
Other charges principally include non-deductible VAT.
These costs include "Salaries and wages" and "Director's fees" both in terms of the fixed and variable components matured in the period.
A pro-forma calculation was applied to the variable remuneration of the executive directors, as approved by the Board of Directors, according to the accounting standards in place until December 31, 2017.
The Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.
| The account comprises: | |||
|---|---|---|---|
| Euro | Three months | Three months | |
| period ended | period ended | ||
| March 31, 2019 | March 31, 2018 | ||
| 1. | Investment income | 0 | 1,930,746 |
| 2. | Other income | 899,605 | 1,634,499 |
| Total financial income | 899,605 | 3,574,245 | |
| 3. | Interest and other financial charges | (2,281,710) | (1,469,092) |
| Total financial charges | (2,281,710) | (1,469,092) | |
| Net financial income | 1,382,105 | 2,105,153 |
At March 31, 2018, the income from investments refer to the extraordinary dividends received by the company Furn Invest S.A. In 2019, TIP shall receive dividends from the investees during the second quarter of the year.
These principally include interest matured on financial receivables and on securities, in addition to fair value changes to financial assets measured at FVTPL consisting of convertible bond loans.
| Euro | Three months | Three months |
|---|---|---|
| period ended | period ended | |
| March 31, 2019 | March 31, 2018 | |
| Interest on bonds | 1,254,394 | 1,244,776 |
| Other | 1,027,316 | 224,316 |
| Total | 2,281,710 | 1,469,092 |
"Interest on bonds" refers to the 2014-2020 TIP Bond of Euro 100 million calculated in accordance with the amortised cost method applying the effective interest rate.
The "Other" account includes bank interest on loans and other financial charges.
The account concerns for approximately Euro 3.6 million the share of profit of the associated company IPGH, while Alpitour, indirectly owned through Asset Italia, negatively impacted for approximately Euro 2.5 million on the basis of normal business seasonality whereby profit is essentially generated in the second half of each business year. The share of the profit of TIPO does not include, in application of IFRS 9, the portion of approximately Euro 10.4 million of the capital gain realised on the sale of the investment in iGuzzini, which however resulted in the reclassification of approximately Euro 10.5 million to shareholders' equity from the FVOCI reserve without reversal to the income statement of retained earnings.
For further details, reference should be made to note 9 "Associated companies measured under the equity method" and attachment 2.
On March 11, 2019 TIP acquired the entire equity investment held by Gruppo Coin S.p.A. (a company indirectly controlled by BC Partners funds and in which interests were held by the management of OVS S.p.A.) in OVS, amounting to 40,485,898 shares accounting for 17.835% of the share capital for the price of Euro 1.85 per share and a total price of Euro 74,898,911.30. As a result of this acquisition, TIP, which had previously held an interest of approximately 4.912%, increased its total investment to 22.747%, with a total pay-out of Euro 91.6 million. The reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment previously held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 1.1 million, recognised to the OCI reserve, has been recognised to retained earnings under equity as per IFRS 9; the investment previously classified to "Investments valued at FVOCI" was reversed and was recognised to "associated companies measured under the equity method" for an amount of Euro 92,660,939.
The other investments in associated companies concern:
the majority shareholding in Interpump Group S.p.A., to be considered a subsidiary);
For the changes in the investments in associated companies, reference should be made to attachment 2.
The account refers to minority investments in listed and non-listed companies.
| Euro | March 31, 2019 | December 31, 2018 |
|---|---|---|
| Investments in listed companies | 332,724,554 | 327,075,057 |
| Investments in non-listed companies | 55,557,312 | 50,557,220 |
| Total | 388,281,866 | 377,632,277 |
The changes in the investments measured at FVOCI are shown in Attachment 1.
The TIP Group holds at March 31, 2019 investments not classified as associated companies, although in the presence of a holding above 20% and 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, 2019 | December 31, 2018 |
|---|---|---|
| Financial receivables measured at amortised cost | 6,948,884 | 6,866,167 |
| Total | 6,948,884 | 6,866,167 |
Financial receivables calculated at amortised cost principally concern the loans issued to Tefindue S.p.A., which holds indirectly a shareholding in Octo Telematics S.p.A., international leader in the development and management of telecommunication systems and services for the automotive sector, mainly for the insurance market.
| Euro | March 31, 2019 | December 31, 2018 |
|---|---|---|
| Financial assets measured at FVTPL | 20,888,785 | 20,395,297 |
| Total | 20,888,785 | 20,395,297 |
Assets designated at FVTPL primarily consist of the bond issued by Tefindue S.p.A. in the amount of Euro 3,136,037 and the Furla S.p.A. convertible bond, subscribed on September 30, 2016 in the amount of Euro 17,752,748.
| Euro | March 31, 2019 | December 31, 2018 |
|---|---|---|
| Current financial receivables measured at amortised cost | 7,890,248 | 9,519,333 |
| Total | 7,890,248 | 9,519,333 |
These include shareholders' loans granted to associated companies.
| Euro | March 31, 2019 | December 31, 2018 |
|---|---|---|
| Current financial assets measured at FVOCI | 0 | 45,227,977 |
| Total | 0 | 45,227,977 |
The accounts concerns non-derivative financial assets comprising investments in bonds for the temporary utilisation of liquidity. These investments were entirely divested of during the quarter to support OVS investments.
The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.
| Euro | March 31, 2019 | December 31, 2018 |
|---|---|---|
| Bank deposits | 499,047 | 1,809,877 |
| Cash in hand and similar | 5,362 | 6,380 |
| Total | 504,409 | 1,812,728 |
The composition of the net financial position at March 31, 2019 compared with the end of the previous year is illustrated in the table below.
| Euro | March 31, 2019 | December 31, 2018 | |
|---|---|---|---|
| A | Cash and cash equivalents | 504,409 | 1,812,728 |
| Current financial assets measured at FVOCI and derivative | |||
| B | instruments | 3,900 | 45,236,977 |
| C | Current financial receivables | 7,890,248 | 9,519,333 |
| D | Liquidity (A+B+C) | 8,398,557 | 56,569,038 |
| E | Financial payables (1) | (100,822,628) | (99,555,086) |
| F | Current financial liabilities (2) | (97,315,016) | (97,538,156) |
| G | Net financial position (D+E+F) | (189,739,087) | (140,524,204) |
(1) the balance at March 31, 2019 includes Euro 1,184,380 concerning the recognition of a liability for leasing in application of IFRS 16.
(2) the balance at March 31, 2019 includes Euro 292,545 concerning the recognition of a liability for leasing in application of IFRS 16.
Financial payables mainly refer to the TIP 2014-2020 bond and a bank loan.
Current financial liabilities refer to bank payables and interest related to the bond loan matured and still not paid.
The share capital of TIP S.p.A. amounts therefore to Euro 85,509,666.84, represented by 164,441,667 ordinary shares.
At March 31, 2019, treasury shares in portfolio totalled 6,256,431, equal to 3.805% of the share capital.
| No. treasury shares at | No. shares acquired at | No. of shares sold at | No. treasury shares at |
|---|---|---|---|
| January 1, 2019 | March 31, 2019 | March 31, 2019 | March 31, 2019 |
| 5,959,178 | 312,253 | 15,000 | 6,256,431 |
Supplementary information concerning shareholders' equity at March 31, 2019:
Share premium reserve
These amount to Euro 175,690,179 and are changed following the sale of treasury shares due to the exercise of stock options.
These amount to Euro 16,646,394.
The positive reserve amounts to Euro 173,240,258. 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 10 (Investments measured at FVOCI) and attachment 2 and note 9 (Investments measured under the equity method).
For the changes in the period and breakdown of other equity items, reference should be made to the specific statement.
The positive reserve amounts to Euro 1,501,632. These principally concern the fair value changes of securities acquired as temporary uses of liquidity and the other comprehensive income items deriving from the associated companies. The relative fair value was reversed to the income statement on the sale of the underlying security.
The negative reserve amounts to Euro 32,881,173. This is a non-distributable reserve.
They are negative for Euro 3,520,613 and comprise the stock option plan reserve created following the allocation of options to employees and directors offset by the negative changes in the investments reserve measured under the equity method.
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 276,662,153 and increased on December 31, 2018 following the allocation of the 2018 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, 2018.
At March 31, 2019, the basic loss per share – net result divided by the average number of shares in circulation in the period taking into account treasury shares held – was Euro 0.01.
At March 31, 2019, the diluted loss per share was Euro 0.01. This represents the net result for the period divided by the number of ordinary shares in circulation at March 31, 2019, calculated taking into account the treasury shares held and considering any dilution effects generated from the shares servicing the stock option plan relating to the remaining warrants in circulation.
At March 31, 2019, 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.
The financial payables for Euro 99,638,248 refer to the issue of the 2014-2020 TIP Bond approved by the Board of Directors on March 4, 2014, placed in April 2014, nominal value of Euro 100,000,000. The loan, with an initial rights date of April 14, 2014 and expiry date of April 14, 2020 was issued at par value and offers an annual coupon at the nominal gross fixed rate of 4.75%. 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 loan of Euro 2,065,689; the loan provides for compliance with financial covenants on an annual basis.
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.
These amount to Euro 97,022,0471 and comprise bank payables of the parent company (Euro 92,796,326) and interest on bonds (Euro 4,518,690) settled in April.
Bank payables include for Euro 29,945,676 the loan of a nominal value of Euro 40,000,000 with the following maturities:
The bond provides for compliance with annual financial covenants.
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 table reports the transactions with related parties during the period outlined in the amounts, type and counterparties.
| Party | Type | Value/Balance March 31, 2019 |
Value/Balance March 31, 2018 |
|---|---|---|---|
| Asset Italia S.p.A. | Revenues | 250,000 | 250,053 |
| Asset Italia S.p.A. | Trade receivables | 250,000 | 250,053 |
| Party | Type | Value/Balance March 31, 2019 |
Value/Balance March 31, 2018 |
| Betaclub S.r.l. | Revenues | 6,250 | 6,250 |
| Betaclub S.r.l. | Trade receivables | 6,250 | 6,250 |
| Clubitaly S.p.A. | Revenues | 7,500 | 7,500 |
| Clubitaly S.p.A. | Trade receivables | 37,500 | 7,500 |
| Clubitaly S.p.A. | Financial receivables | 532,597 | 325,267 |
| Clubtre S.p.A. | Revenues | 12,500 | 12,500 |
| Clubtre S.p.A. | Trade receivables | 12,500 | 12,500 |
| Clubtre S.p.A. | Financial receivables | 7,357,651 | - |
| TIPO S.p.A. | Revenues | 1,033,481 | 125,605 |
| TIPO S.p.A. | Trade receivables | 125,028 | 125,605 |
| Services provided to companies related to the Board of Directors | Revenues from services | 45,250 | 250 |
| Services provided to companies related to the Board of Directors | Trade receivables | 33,061 | 250 |
| BE S.p.A. | Revenues | 15,000 | 15,000 |
| BE S.p.A. | Trade receivables | 30,000 | 15,000 |
| Gruppo IPG Holding S.p.A | Revenues | 7,500 | 7,500 |
| Gruppo IPG Holding S.p.A | Trade receivables | 7,500 | 7,500 |
| Services received from companies related to the Board of Directors | Costs (services received) |
2,137,710 | 2,250,291 |
| Payables for services received from companies related to the Board of Directors |
Other payables | 2,000,210 | 2,112,794 |
The services offered for all the above listed parties were undertaken at contractual terms and conditions in line with the market.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, May 14, 2019
Declaration of the Executive Officer for Financial Reporting as per Article 81-ter of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments and supplements.
of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended March 31, 2019.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer
Milan, May 14, 2019
| Balance at 1.1.2019 | increases | decreases | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in Euro | No. of | historic | fair value | increase | write-down | book value acquisition or | reclass. | fair value | decreases | fair value | reversal | book value | |
| shares | cost | adjustments | (decrease) | P&L | fair value | subscription | increase | decreases | fair value | 31/03/2019 | |||
| Non-listed companies | |||||||||||||
| Azimut Benetti S.p.A. | 737,725 | 38,990,000 | (7,312,229) | 31,677,771 | 31,677,771 | ||||||||
| Buzzoole Plc. | 3,338,810 | 3,338,810 | 3,338,810 | ||||||||||
| Heroes Sr.l. | 706,673 | 10,507,718 | 1,800,000 | 13,014,391 | 13,014,391 | ||||||||
| Talent Garden S.p.A. | 28,890 | 502,500 | 868,500 | 1,371,000 | 5,000,092 | 6,371,092 | |||||||
| Other equity instr. & other minor | 1,255,248 | 0 | 0 | (100,000) | 1,155,248 | 1,155,248 | |||||||
| Total non-listed companies | 44,949,313 | 4,063,989 | 1,800,000 | (256,082) | 50,557,220 | 5,000,092 | 0 | 0 | 0 | 0 | 0 | 55,557,312 | |
| Listed companies | |||||||||||||
| Alkemy S.p.A. | 425,000 | 4,993,828 | (539,828) | 4,454,000 | 697,000 | 5,151,000 | |||||||
| Amplifon S.p.A. | 6,038,036 | 34,884,370 | 62,750,920 | (12,800,884) | 84,834,406 | 19,925,519 | 104,759,925 | ||||||
| Digital Magics S.p.A. | 1,684,719 | 4,925,191 | 893,848 | 4,996,857 | 10,815,896 | (404,333) | 10,411,563 | ||||||
| Ferrari N.V. USD | 300,000 | 14,673,848 | 11,791,782 | 26,465,630 | 9,932,213 | (228,146) | (319,698) | 35,850,000 | |||||
| Fiat Chrysler Automobiles N.V. USD | 0 | 17,656,453 | 6,505,056 | (4,258,487) | 19,903,022 | 413,783 | (13,397,966) | (6,918,839) | 0 | ||||
| Hugo Boss AG | 1,118,000 | 77,681,983 | (33,112,717) | 26,335,534 | 70,904,800 | 9,547,076 | (15,582,852) | 3,150,096 | 68,019,120 | ||||
| Moncler S.p.A. | 2,050,000 | 92,368,016 | 28,530,576 | (58,699,092) | 62,199,500 | 15,175,932 | (1,565,996) | (2,173,436) | 73,636,000 | ||||
| OVS S.p.A. | 0 | 12,268,197 | (3,734,997) | 8,533,200 | 4,394,392 | 4,834,358 | (16,662,589) | (1,099,361) | 0 | ||||
| Prysmian S.p.A. | 1,754,000 | 36,922,403 | (7,332,423) | 29,589,980 | (8,770) | 29,581,210 | |||||||
| Servizi Italia S.p.A. | 548,432 | 2,938,289 | 14,383 | 0 | (1,241,564) | 1,711,108 | 455,198 | 2,166,306 | |||||
| Telesia S.p.A. | 230,000 | 300,000 | (770,800) | 1,492,000 | 1,021,200 | (105,800) | 915,400 | ||||||
| Other listed companies | 15,481,544 | 365,930 | 0 | (9,205,161) | 6,642,313 | 301,341 | (4,000,756) | (708,869) | 2,234,029 | ||||
| Total listed companies | 315,094,122 | 65,361,730 | (42,934,072) | (10,446,725) | 327,075,057 | 4,394,392 | 0 | 61,282,420 | (51,438,306) | (518,903) | (8,070,105) | 332,724,554 | |
| Total investments | 360,043,435 | 69,425,719 | (41,134,072) | (10,702,807) | 377,632,277 | 9,394,484 | 0 | 61,282,420 | (51,438,306) | (518,903) | (8,070,105) | 388,281,866 |
| Balance at 1.1.2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| in Euro | share of | increase | increase | increase | increase (write-down) | at 31.3.2019 | |||
| purchases | results as per | (decrease) | (decrease) | (decrease) | (decrease) | write-back | |||
| equity method | FVOCI reserve | FVOCI reserve other reserves | |||||||
| without reversal to P/L | with reversal to P/L | ||||||||
| Asset Italia S.p.A. | 92,872,562 | (2,532,335) | 4,049,779 | (2,194) | 94,387,812 | ||||
| Be Think, Solve, Execute S.p.A. | 17,460,151 | 453,941 | 218,567 | (66,481) | 18,066,178 | ||||
| Clubitaly S.r.l. | 71,539,510 | (6,518) | 71,532,992 | ||||||
| Clubtre S.p.A. | 36,570,573 | (150,258) | (22,296) | 36,398,018 | |||||
| Gruppo IPG Holding S.r.l. | 68,740,666 | 3,585,385 | 674,531 | (30,943) | 72,969,639 | ||||
| OVS S.p.A. (1) | 0 | 92,660,939 | 92,660,939 | ||||||
| Roche Bobois S.A. | 69,562,064 | 1,005,831 | (24,736) | (172,806) | 70,370,353 | ||||
| Tip-Pre Ipo S.p.A. | 47,333,740 | (583,588) | 256,873 | 86,938 | 47,093,962 | ||||
| Other associated companies | 735,485 | 0 | 735,485 | ||||||
| Total | 404,814,751 | 92,660,939 | 1,772,458 | 4,284,356 | 953,106 | (270,230) | 0 | 0 | 504,215,379 |
(1) Purchases include the reclassification from "Investments measured at FVOCI"
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.