Quarterly Report • Sep 19, 2018
Quarterly Report
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2018 Consolidated Half-Year Report tamburi investment partners group
| Corporate Boards | 3 |
|---|---|
| Interim Directors' Report | 4 |
| Condensed Consolidated Half-Year Financial Statements | |
| Financial Statements ▪ Consolidated income statement ▪ Consolidated comprehensive income statement ▪ Consolidated statement of financial position ▪ Statement of changes in consolidated equity ▪ Consolidated statement of cash flows |
16 |
| Notes to the 2018 condensed consolidated half-year financial statements | 22 |
| Attachments ▪ Declaration of the Executive Officer for Financial Reporting ▪ Changes in investments measured at FVOCI ▪ Changes in associated companies measured under the equity method ▪ Independent Auditors' Report |
50 |
Cesare d'Amico Vice Chairman Alberto Capponi (1)(2) Independent Director* Paolo d'Amico Director Giuseppe Ferrero (1) Independent Director* Manuela Mezzetti (1)(2) Independent Director* Daniela Palestra (2) 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
On the basis of the same accounting policies as 2017, TIP closes the first half of 2018 with a net profit of Euro 92.6 million, compared to Euro 53.7 million in the first half of 2017, with net equity of Euro 748.9 million, compared to Euro 647.5 million at December 31, 2017.
From January 1, 2018, the TIP Group was required to adopt IFRS 9 for the preparation of its financial statements. 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, 2017, with the consequent reclassifications and adjustments of the amounts in the financial statements. The company, as permitted by IFRS 9 at the time of transition, adopted the option to not adjust the 2017 figures presented for comparative purposes.
For a correct and complete presentation of period results and to ensure their comparability with preceding periods, and as considered much more representative of and consistent with TIP's activities, the first-half 2018 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 comments upon the pro-forma figures, while the Explanatory Notes provide disclosure upon the figures calculated as per IFRS 9.
| Consolidated income statement | IFRS 9 30/06/2018 |
Reclassification to income statement of capital gain realised |
Reclassification to income statement of adjustments to financial assets |
Reversal of convertible fair value adjustments |
PRO FORMA 30/06/2018 |
30/06/2017 |
|---|---|---|---|---|---|---|
| (in Euro) | ||||||
| Total revenues | 1,642,744 | 1,642,744 | 3,814,591 | |||
| Purchases, service and other costs | (1,553,360) | (1,553,360) | (1,158,993) | |||
| Personnel expenses | (16,651,263) | (16,651,263) | (10,840,122) | |||
| Amortisation, depreciation & write-downs | (29,731) | (29,731) | (36,230) | |||
| Operating profit/(loss) | (16,591,610) | 0 | 0 | 0 | (16,591,610) | (8,220,754) |
| Financial income | 14,979,853 | 96,707,970 | 101,934 | 111,789,757 | 37,802,743 | |
| Financial charges | (3,490,710) | (3,490,710) | (3,203,806) | |||
| Profit before adjustments to | ||||||
| investments | (5,102,467) | 96,707,970 | 0 | 101,934 | 91,707,437 | 26,378,183 |
| Share of profit/(loss) of associated | ||||||
| companies measured under the equity | 8,450,557 | 8,450,557 | 27,245,949 | |||
| Adjustments to financial assets | 0 | (7,312,229) | (7,312,229) | 0 | ||
| Profit before taxes | 3,348,090 | 96,707,970 | (7,312,229) | 101,934 | 92,845,765 | 53,624,132 |
| Current and deferred taxes | 972,637 | (1,170,190) | (5,620) | (203,173) | 37,708 | |
| Profit of the period | 4,320,727 | 95,537,780 | (7,312,229) | 96,314 | 92,642,592 | 53,661,840 |
| Profit/(loss) of the period attributable to | ||||||
| the shareholders of the parent | 1,651,453 | 67,691,116 | 53,315,559 | |||
| Profit/(loss) of the period attributable to the minority interest |
2,669,274 | 24,951,476 | 346,281 |
The capital gain generated by the Roche Bobois deal and the capital gains on other divestments have substantially contributed to achieving this result.
Within the the listing process, Roche Bobois S.A., previously Furn Invest S.a.s., held 38.34% through the subsidiary TXR, has made available the IFRS accounting data necessary to apply the equity method of accounting. This has removed the objective limitation upon the exercise of significant influence which required fair value measurement of the investment. This transfer from fair value measurement to the equity method resulted in the booking of the fair value increases cumulated until the date of transfer similarly to that for the divestment of the holding. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 46 million, recognised to the OCI reserve, has been booked to the pro-forma income statement according to IAS 39, and to equity as per IFRS 9; the investment previously classified to "Investments valued at FVOIC" was reversed and was recognised to "associated companies measured under the equity method".
The present book value is Euro 20 per share, corresponding to the initial listing price.
As noted, Roche Bobois was listed on the stock market in July and its shares currently trade at approximately three times the average purchase price of TXR. During the IPO, TXR sold 3.5% of its Roche Bobois holding, which currently has a free float of 11.5%, while remaining a major shareholder with approximately 35%.
In the first half of the year, further to the purchase of treasury shares, investing activity continued to focus in particular on Prysmian shares and on StarTIP operations.
In addition, as outlined below, operations focused on the finalisation in July 2018 of an additional investment in Alpitour for an amount of approximately Euro 82 million, through Asset Italia 1, with the transaction generating a disbursement by TIP of approximately Euro 36.3 million, undertaken jointly with other investors for a total amount of approximately Euro 220 million.
The other divestments concerned approximately one-third of the shares held at December 31, 2017 in Moncler and FCA. The TIP Group portfolio therefore maintains a highly significant amount of its original investments, reflecting the continued confidence in the significant potential of these companies.
The result also reflects an adjustment of approximately Euro 7.3 million to the book value of a non-listed investment in view of uncertainties upon future results.
Profitability was also demonstrated in the first half of the year in terms of financial income outside of the transactions commented upon - principally in the form of dividends and interest - of approximately Euro 15 million; the share of profits from associated companies, in addition, amounts to approximately Euro 8.5 million, with advisory activities reporting revenues of approximately Euro 1.5 million.
Operating costs increased mainly due to the non-recurring costs sustained by the subsidiary TXR in relation to the Roche Bobois listing. The executive director fees, as previously, are linked to the company's performance and were calculated on pro-forma figures according to the accounting standards adopted until the end of 2017.
Consolidated net equity increased by over Euro 100 million, from Euro 647.5 million at December 31, 2017, essentially due to the value increase of the investee companies measured at fair value, after a buy-back of treasury shares of Euro 8.5 million and a dividend distribution of nearly Euro 13.6 million, of which Euro 11 million distributed by TIP and Euro 2.6 million distributed by TXR to minority shareholders. In June 2018, 4,380,183 warrants were exercised, resulting in the issue of a similar number of new TIP shares and a capital increase, including share premium, of approximately Euro 20 million.
The consolidated net debt of the TIP Group - taking into account the TIP 2014-2020 bond loan was approximately Euro 76 million, improving approximately Euro 40 million on approximately Euro 116 million at December 31, 2017.
Also in the first half of 2018, the main investees, Amplifon, FCA, Ferrari, Interpump, Moncler and Prysmian announced results confirming 2018 good expectations; Alpitour, Alkemy, Azimut Benetti, BE, Beta Utensili, Chiorino, Eataly, Furla, iGuzzini and Roche Bobois reported improved results on 2017.
The TIP share performed strongly again in 2018, up 18.6% between December 31, 2017 and September 7, 2018, with the TIP Warrant 2015-2020 rising 30.1%.
The usual five-year TIP share chart (at September 7, 2018) highlights the very strong performance of the TIP share, up 265.1%; the total return for TIP shareholders over the five years was 294.3% (annual average of 58.9%).
The financial results reported below refer, where available, to the 2018 Half-Year Report already approved by the Board of Directors of the investees by the current date; in the absence of such, reference is made to the first quarter 2018 figures or the 2017 financial statements.
TIP holding at June 30, 2018: 100%
Company held 100% by TIP and to which in 2017 the digital and innovation start-up investments were transferred, and in particular those in Digital Magics S.p.A., in Heroes S.r.l., (company with a very significant investment in Talent Garden S.p.A.), in MyWoWo S.r.l., in Alkemy S.p.A. and in Telesia S.p.A., StarTIP also holds convertible Buzzoole Holding Limited bonds.
In 2018, StarTIP increased its investment in Telesia and acquired a holding in Centy S.r.l. (innovative start-up incubated by Digital Magics).
TXR S.r.l (company which at June 30, 2018 held 38.34% of Roche Bobois S.A.)
TIP holding at June 30, 2018: 51.00%
TXR, held 51.0% by TIP, has a very significant investment in Roche Bobois S.A.
The Roche Bobois share was admitted to trading on the B segment on the Euronext in Paris on July 9, 2018. On IPO, TXR sold 345,632 shares at a price of Euro 20 per share and continues to hold an investment of 34.84% in Roche Bobois. Since the IPO of September 7, 2018, the Roche Bobois share has gained 6% in value.
The group operates the largest chain worldwide of high-end design furniture products, with a network – direct and/or franchising – comprising over 325 sales points (of which approximately 110 owned) located in prestigious commercial areas, with a presence in the most important cities worldwide, including Europe, North, Central and South America, Africa, Asia and the Middle East.
TIP holding at June 30, 2018: 20.00% exclusing the shares related to specific investments
Asset Italia, incorporated in 2016 with the subscription, in addition to TIP, of approximately 30 family offices, with total capital funding of Euro 550 million, is an investment holding and gives shareholders the opportunity to choose for each proposal their individual investments and the receipt of shares for the specific asset class related to the investment subscribed. Asset Italia and TIP will combine by 2021.
TIP holds 20% of Asset Italia, in addition to shares related to specific investments, undertaking at least a pro-quota holding and providing support for the identification, selection, assessment and execution of investment projects.
At June 30, 2018, Asset Italia holds, through vehicle company set up on an ad hoc basis, the following investments:
Asset Italia 1 held at June 30 an investment of 32.67% in Alpitour and at the same date TIP held 30.91% of the Asset Italia shares tracking to Asset Italia 1.
Alpitour enjoys a dominant leadership position in Italy thanks to its strong presence in all sectors (tour operating off line and on line, aviation, hotels, travel agencies and incoming).
In July 2018, Asset Italia 1 finalised an additional investment in Alpitour of Euro 82 million. TIP invested in this second transaction a further Euro 36.3 million, for a total of 35.81% of the Asset Italia 1 tracking shares.
Asset Italia 2 has a stake of a little over 6% in Ampliter S.r.l., parent company of Amplifon S.p.A. TIP has a 20% stake in shares of Asset Italia tracking Asset Italia 2.
The results of Amplifon S.p.A., as also a direct TIP holding, are illustrated in the section on investments in listed companies.
TIP holding at June 30, 2018: 23.41% (23.67% fully diluted) Listed on the Italian Stock Exchange - STAR Segment.
The BE group is one of the leading Italian management consultancy operators for the banking and insurance sectors and for IT and back office design services.
In the first six months of 2018, the BE Group reported consolidated revenues of Euro 69.1 million (up 9.8%) and an EBITDA of Euro 9.3 million, up approximately 12.2% on the first six months of 2017.
TIP holding at June 30, 2018: 30.20%
Clubitaly was incorporated in 2014, together with some entrepreneurial families and family office, two of which qualify as related parties pursuant to IAS 24, and acquired from Eatinvest S.r.l., a company controlled by the Farinetti family, 20% of Eataly S.r.l.. Clubitaly S.p.A. holds 19.74% of Eataly.
Eataly, founded in 2003 by Oscar Farinetti, operates with a global reach in the distribution and marketing of Italian high-end gastronomic products integrating production, sales, catering and healthy living. The company represents a peculiar phenomenon - being the only Italian company in the food retail sector with a truly international vocation, as well as a symbol of Italian food and of high quality Made in Italy products worldwide.
Eataly currently operate in Italy, America, the Middle and Far East and is implementing a significant store opening programme in some of the world's major cities through direct sales points and franchises. Eataly is currently expected to list in 2019.
TIP holding at June 30, 2018: 24.62% (43.28% fully diluted)
Clubtre S.p.A. is currently - except for a group of funds - the largest shareholder in Prysmian S.p.A. with a holding of approximately 4%, even after the sale of shares in 2017.
Prysmian is the world leader in the production of energy and telecommunication cables.
In the first quarter of 2018, Prysmian reported consolidated revenues of approximately Euro 1.879 billion, up 1.6%, and an adjusted EBITDA of approximately Euro 153 million, substantially unchanged on the same period of the previous year.
In July 2018, Prysmian completed a capital increase undertaken partly to fund the acquisition, for approximately USD 3 billion, of General Cable, the third group worldwide in the sector and leading operator in the North American market. Clubtre subscribed to its share and further increased its holding, for a total disbursement of approximately Euro 30 million. This investment was funded through an increase in Clubtre's bank financing.
TIP also holds a direct investment in Prysmian, which at June 30, 2018 amounted to 0.212% and was subsequently increased to 0.356%.
TIP holding at June 30, 2018: 23.64% (33.72% fully diluted)
Gruppo IPG Holding S.p.A. holds 25,406,799 shares (equal to 23.86% of the share capital, net of treasury shares, and a relative majority) of Interpump Group S.p.A., world leader in the production of high pressure pistons pumps, power take-offs (PTOs), distributors and hydraulic systems.
In the first half of 2018, Interpump Group performed very strongly, with net sales of Euro 643.4 million, up 15.2%, EBITDA of Euro 146.8 million, up 12.3% on Euro 130.8 million in 2017 and a net profit of Euro 94.3 million (+42.3%).
TIP holding at June 30, 2018: 28.57%
TIPO undertakes minority investments in Italian or overseas companies in the industrial or services sectors, with revenues of between Euro 30 and 200 million, listed on a stock exchange or with a view to listing on a regulated equity market.
TIPO may also subscribe convertible bonds, cum warrants or other "semi-equity" similar instruments, as well as share capital increases – including companies already listed on the stock exchange – provided that the transactions are to be considered as part of expansion projects, investments and/or growth of the respective activities.
At June 30, 2018, TIPO held the following shareholdings:
TIPO holds directly 3.94% in the share capital of Beta Utensili S.p.A. and indirectly 30.87% through Betaclub S.r.l., company in turn controlled by TIPO with 58.417%. Beta Utensili is the leader in Italy in the distribution and production of high quality professional utensils.
In January 2018, Beta Utensili concluded the acquisition of BM S.p.A., a producer of electric cable connection systems and, more generally, of equipment for electricians.
TIPO holds 14.29% (15.85% on a fully diluted basis) of iGuzzini Illuminazione S.p.A., the Italian leader - and among the leaders in Europe - in the design and production of high quality internal and external architectural lighting systems. The sectors of application include the lighting of historic buildings and cultural events, retail spaces, offices, residential buildings, hotels, streets and urban areas.
TIPO also holds 6.67% of Fimag S.p.A., a company which in addition to holding approximately 75% (84.15% on a fully diluted basis) in iGuzzini Illuminazione S.p.A., holds other assets.
In January 2018, the iGuzzini Group completed the acquisition of a Canadian company operating on the North American market in the design, production and distribution of internal and external lighting systems for residential and commercial projects. With this acquisition iGuzzini doubled its presence on the North American market, strategically important in terms of potential expansion and improvement of group earnings.
TIPO holds 20% of Sant'Agata S.p.A., the parent of the Chiorino Group.
The Chiorino Group is a global leader in the manufacture of process and conveyor belts for industrial processes.
TIP in addition holds:
TIP holding at June 30, 2018: 2.67% Listed on the Italian Stock Exchange - STAR Segment.
The Amplifon Group is world leader in the distribution and personalised application of hearing aids with over 10,000 sales points between direct and affiliates.
The Group posted consolidated revenues of Euro 659.6 million for the first half of 2018, growth of 6.2% at like-for-like accounting standards with 2017, EBITDA of Euro 109.9 million, up 8.5% at like-for-like accounting standards with 2017 and a net profit of over Euro 47 million, a company record. The Group in July announced the signing of a definitive and binding agreement for the acquisition of the GAES Group, the leading Spanish group in the sector, with a significant presence also in Portugal and in South America, for a countervalue of approximately Euro 530 million.
The transaction perfectly fits with the Group's growth strategy.
TIP holding at June 30, 2018: 7.77% Listed on the Alternative Investment Market (AIM) Italia
Alkemy supports medium/large sized Italian and foreign companies in the digital transformation process of operations, of the relative business models and interaction with customers, through the creation, planning and activation of innovative solutions and projects aimed at the development and renewal of their digital business.
The company reported in 2017 revenues of Euro 44.9 million, increasing nearly 30% on Euro 34.8 million in the previous year, and an EBITDA of approximately Euro 5.1 million.
TIP holding at June 30, 2018: 22.75% Listed on the Alternative Investment Market (AIM) Italia
Digital Magics S.p.A. is the leading Italian incubator and accelerator of both digital and non-digital innovative start-ups and currently has over 60 active investments and 7 completed exists.
Digital Magics designs and develops Open Innovation programmes to support Italian businesses in innovative processes, services and products thanks to innovative technologies, creating a strategic link with the digital start-ups; it also launched and is supporting the development, thanks to the active involvement of TIP, of the largest innovative hub in partnership with Talent Garden - the largest European co-working platform - WebWorking, WithFounders and Innogest.
In 2018, Digital Magics launched "MAGIC WAND the Fintech and Insurtech excellence accelerator", the first system acceleration program created in collaboration with leading sector partners to bring innovation to the finance and insurance sector. On conclusion of the program, Digital Magics invests into the six "finalists" successfully achieving the objectives and parameters established, undertaking holdings of between 5% and 10%.
TIP holding at June 30, 2018: 0.12% of the ordinary share capital Listed on the Italian Stock Exchange and the New York Stock Exchange
Ferrari is the famous manufacturer of high-end sports cars and racing cars. The company possess technologies and intangibles difficult to replicate; a unique combination of innovation, design, exclusivity and technology.
In the first half of 2018, Ferrari again reported record revenues of Euro 1.737 billion, substantially in line with 2017, an adjusted EBITDA of Euro 562 million, up 10% on the same period of the previous year and a net profit of Euro 309 million, up 19%.
TIP holding at June 30, 2018: 0.10% of the ordinary share capital Listed on the Italian Stock Exchange and the New York Stock Exchange
The Fiat Chrysler Automobiles NV group is the seventh largest car manufacturer in the world with the brands Abarth, Alfa Romeo, Chrysler, Dodge, Fiat, Jeep, Lancia, Maserati and Ram.
In the first six months of 2018, the FCA Group continued to deliver excellent results, with consolidated revenues of Euro 56 billion, adjusted EBIT of Euro 3.266 billion, a revenue margin of 5.8% and an adjusted net profit of Euro 2.019 billion, up 15.3% on the first half of 2017.
TIP holding at June 30, 2018: 1.39% Listed on the Frankfurt Stock Exchange
Hugo Boss AG is market leader in the premium and luxury segment of the medium-high and high-
end apparel market for men and women, with a diversified range from fashionable clothing to footwear and accessories.
Hugo Boss products are distributed in over 1,000 shops worldwide.
The Hugo Boss Group continued to pursue its repositioning in 2018, with Half-year consolidated revenues of Euro 1.303 billion (+5% at like-for-like exchange rates with the same period of the previous year), adjusted EBITDA of approximately Euro 205 million and a net profit of approximately Euro 103 million, substantially in line with the previous year.
TIP holding at June 30, 2018: 0.84% Listed on the Italian Stock Exchange.
Moncler is a global leader in the apparel luxury segment.
In the first half of 2018, the Moncler Group reported consolidated revenues of Euro 493.5 million (+21%) and an adjusted EBITDA of Euro 123.9 million (+27%). The significant growth in revenues and earnings therefore continued in 2018, positioning Moncler at the top end of the most prestigious global brands, by margins.
Telesia S.p.A. TIP holding at June 30, 2018: 13.14% Listed on the Alternative Investment Market (AIM) Italia
Telesia provides audio-video communication products and services to public and private enterprises. It has completed a number of integrated video-information projects for the public, currently operative at all the main Italian airports, the Rome, Milan and Brescia metros and on board of Milan city buses and Rome metro trains.
The company reported 2017 revenues of Euro 5.5 million, up 10% on Euro 5.0 million in the previous year, with an EBITDA of approximately Euro 1.1 million (+22%).
Azimut Benetti S.p.A. TIP holding at June 30, 2018: 12.07%
Azimut Benetti S.p.A. is one of the most prestigious constructors of mega yachts worldwide. The company has been ranked 18 times in the last 19 years as the "Global Order Book" leader, which ranks the major global constructors of yachts and mega yachts of over 24 metres worldwide. It has 6 boatyards and 138 offices in over 68 countries.
The latest accounts of the company at August 31, 2017 report an increase in the value of production of around 5% to approximately Euro 726 million, breakeven EBITDA after approximately Euro 30 million extraordinary charges; excluding these extraordinary charges earnings would have therefore improved significantly.
TIP subscribed to a convertible loan of Euro 15 million issued by Furla S.p.A. that will automatically convert into Furla shares at the time of listing or, alternatively, at September 30, 2019. Furla is a global leader in the premium luxury segment in the manufacture and marketing of high-end leather handbags and accessories, with an extremely personalised style.
TIP also has a direct holding of 2.78% in Talent Garden, the leading European co-working operator. Considering also the indirect holdings, among which an 18.72% stake held by Digital Magics, TIP's total implicit holding in Talent Garden is currently 15.77%.
TIP subscribed to partially convertible bonds of approximately Euro 8 million in one of the holdings with an investment in Octo Telematics, the principal global provider of telematic services for the insurance and automotive market.
On the sale of shares in Noemalife in 2016, TIP reinvested over Euro 9 million in a vendor loan in the acquiring company Dedalus Holding, at an interest rate of 9% and with maturity on December 31, 2018.
In addition to the investments listed, TIP holds stakes in other listed and non-listed companies which in terms of amounts invested, are not considered significant; for details, reference should be made to Attachment 2.
The related party transactions are detailed in note 31.
In July 2018, the operations for the acquisition of 36.76% (40.5% on a fully diluted basis) of Alpitour S.p.A. by Alpiholding S.r.l. were finalised. Alpiholding is held 49.9% by Asset Italia 1, which already holds approximately 33% of Alpitour S.p.A., in turn wholly-owned by Asset Italia a TIP investee. Alpiholding is held for an additional 49.9% by other investors and for 0.2% by the Chairman and CEO of Alpitour Gabriele Burgio.
Alpitour at this stage has been valued at Euro 470 million.
Following the operation, Asset Italia 1 has an important governance role in the group.
TIP invested in this second Alpitour operation an additional Euro 36.3 million to reach a 35.81% share of the tracking shares related to Asset Italia 1.
In July 2018, Alpitour completed the acquisition of Eden Viaggi, consolidating further its holding in the tourism sector in Italy.
On July 9, 2018, Roche Bobois' shares were admitted to trading on the B segment of the Euronext in Paris. On IPO, TXR sold 345,632 shares at a price of Euro 20 per share to continue to hold an investment of 34.84%.
As previously stated, Prysmian in July 2018 completed a capital increase in which Clubtre and TIP undertook pro-quota holdings, alongside a further increase in their investments.
Subsequent to June 30, the acquisition of Hugo Boss shares recommenced.
In the first half of 2018 and in the subsequent months, the TIP Group has undertaken partial divestments, making strong gains and undertaking also fresh investments, continuing its growth and affirming its role – through employing a unique business model in Italy - as an entrepreneurial partner and financial backer for outstanding companies willing to grow and/or resolve governance issues, always with a view to accelerating business development.
Given the nature of the activities of TIP it is not easy to forecast the performance for the second half of the current year. Repeating the results achieved by the TIP Group in the first half of 2018 will depend partly on market performances and opportunities which will arise in the future.
During the year, the Company did not carry out any research and development activity.
In relation to the principal Group risks and uncertainties, reference should be made to note 28.
At June 30, 2018, treasury shares in portfolio totalled 4,137,793, equal to 2.516% of the share capital. At the present date, treasury shares in portfolio total 4,764,416, equal to 2.897% of the share capital.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, September 11, 2018
| (in Euro) | Six months period ended June 30, 2018 |
Six months period ended June 30, 2017 |
Note |
|---|---|---|---|
| Revenues from sales and services | 1,554,425 | 3,766,658 | 4 |
| Other revenues | 88,319 | 47,933 | |
| Total revenues | 1,642,744 | 3,814,591 | |
| Purchases, services and other costs | (1,553,360) | (1,158,993) | 5 |
| Personnel expenses | (16,651,263) | (10,840,122) | 6 |
| Amortisation, depreciation & write-downs | (29,731) | (36,230) | |
| Operating profit / (loss) | (16,591,610) | (8,220,754) | |
| Financial income | 14,979,853 | 37,802,743 | 7 |
| Financial charges | (3,490,710) | (3,203,806) | 7 |
| Profit/(loss) before adjustments to investments | (5,102,467) | 26,378,183 | |
| Share of profit/(loss) of associated companies | |||
| measured under the equity method | 8,450,557 | 27,245,949 | 8 |
| Profit before taxes | 3,348,090 | 53,624,132 | |
| Current and deferred taxes | 972,637 | 37,708 | 9 |
| Profit of the period | 4,320,727 | 53,661,840 | |
| Profit / (loss) attributable to the shareholders of the parent |
1,651,453 | 53,315,559 | |
| Profit / (loss) attributable to minority interests | 2,669,274 | 346,281 | |
| Basic earnings / (losses) per share | 0.01 | 0.36 | 23 |
| Diluted earnings / (losses) per share | 0.01 | 0.36 | 23 |
| Number of shares in circulation | 160,303,874 | 158,666,986 |
(1) The first half 2018 income statement has been prepared in accordance with IFRS 9 and therefore does not include capital gains in the period on sale of equity investments of Euro 96.7 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 net profit of Euro 92.6 million.
| (in Euro) | Six months period ended June 30, 2018 |
Six months period ended June 30, 2017 |
Note |
|---|---|---|---|
| Profit | 4,320,727 | 53,661,840 | |
| Other comprehensive income items | |||
| Income through P&L | 22 | ||
| Increase/(decrease) in non-current AFS | |||
| financial assets | 0 | 35,545,962 | |
| Unrealised profit/(loss) | 0 | 34,621,114 | |
| Tax effect | 0 | 924,848 | |
| Increase/(decrease) in associated companies measured under the equity |
|||
| method | 432,771 | (16,820,691) | |
| Unrealised profit/(loss) | 433,847 | (16,249,263) | |
| Tax effect | (1,136) | (571,428) | |
| Increases/decreases in the value of current | |||
| financial assets measured at FVOCI | (244,745) | 0 | |
| Unrealised profit/(loss) | (78,280) | 0 | |
| Tax effect | (166,465) | 0 | |
| Income not through P&L | 22 | ||
| Increase/decrease investments measured at FVOCI |
116,194,825 | 0 | |
| Profit/(loss) | 117,615,826 | 0 | |
| Tax effect | (1,421,001) | 0 | |
| Increase/(decrease) in associated | |||
| companies measured under the equity | |||
| method | (15,530,568) | 0 | |
| Profit/(loss) | (15,719,193) | 0 | |
| Tax effect | 188,624 | 0 | |
| Other components | (24,200) | 9,220 | |
| Total other comprehensive income items | 100,828,023 | 18,734,491 | |
| Total comprehensive income | 105,148,750 | 72,396,331 | |
| Comprehensive income attributable to the | |||
| shareholders of the parent | 85,011,030 | 72,050,050 | |
| Comprehensive income attributable to | |||
| minority interests | 20,137,720 | 346,281 |
| Non-current assets Property, plant and equipment 105,657 124,017 Goodwill 9,806,574 9,806,574 10 Other intangible assets 125 2,307 AFS financial assets 0 443,478,469 Investments measured at FVOCI 404,810,441 0 11 Associated companies measured under the equity method 398,597,314 297,133,792 12 Financial receivables 0 25,981,883 Financial receivables measured at amortised cost 6,677,055 0 13 Financial assets measured at FVTPL 20,270,804 0 14 Tax receivables 692,888 398,082 19 Deferred tax assets 0 0 20 Total non-current assets 840,960,858 776,925,124 Current assets Trade receivables 566,204 713,657 15 Current financial receivables 0 10,828,027 Current financial receivables measured at amortised cost 10,907,353 0 16 Current financial assets 0 630,687 Derivative instruments 586,110 0 AFS financial assets 0 37,764,710 Current financial assets measured at FVOCI 81,076,582 0 17 Cash and cash equivalents 16,327,554 3,283,840 18 Tax receivables 799,078 339,956 19 Other current assets 373,381 264,919 Total current assets 110,636,262 53,825,796 Total assets 951,597,120 830,750,920 Equity Share capital 85,509,667 83,231,972 21 Reserves 393,554,885 374,654,100 22 Retained earnings 231,264,083 98,456,635 22 Result of the parent 1,651,453 71,765,289 23 Total equity attributable to the shareholders of the parent 711,980,088 628,107,996 Equity attributable to minority interests 36,875,318 19,383,598 Total Equity 748,855,406 647,491,594 Non-current liabilities Post-employment benefits 329,739 307,384 Financial payables 129,306,920 129,129,224 24 Deferred tax liabilities 607,095 251,142 20 Total non-current liabilities 130,243,754 129,687,750 Current liabilities Trade payables 892,009 410,991 Current financial liabilities 55,255,541 39,012,505 25 Tax payables 177,025 331,362 26 Other liabilities 16,173,385 13,816,718 27 Total current liabilities 72,497,960 53,571,576 |
(in Euro) | June 30, 2018 | December 31, 2017 (1) | Note |
|---|---|---|---|---|
| Total liabilities | 202,741,714 | 183,259,326 | ||
| Total equity and liabilities 951,597,120 830,750,920 |
(1) The reclassifications made to the statement of financial position at December 31, 2017 following the adoption of IFRS 9 are presented in note 2.
| Share | Share Legal Extraordinary | Revaluation | FVOCI reserve FVOCI reserve Treasury | Other | IFRS Merger | Retained | Result | Equity Net Equity | Result | Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital premium reserve | 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, 2017 consolidated | 76,855,733 113,544,232 15,370,743 | 0 | 96,178,426 | (4,853,854) 10,153,111 (483,655) 5,060,152 56,977,958 | 51,486,389 420,289,235 (17,359,512) 34,146,981 437,076,704 | |||||||||||
| Change in fair value of financial assets | ||||||||||||||||
| available-for-sale | 35,545,962 | 35,545,962 | 35,545,962 | |||||||||||||
| Change in fair value of associated companies measure under equity method | (15,266,932) | (1,553,759) | (16,820,691) | (16,820,691) | ||||||||||||
| Change in fair value of current financial assets | 0 | 0 | ||||||||||||||
| Employee benefits | 9,220 | 9,220 | 9,220 | |||||||||||||
| Total other comprehensive income items | 0 | 0 | 0 | 0 | 20,279,030 | 0 | 0 | 0 (1,544,539) | 0 | 0 0 |
0 | 18,734,491 | 0 | 0 18,734,491 | ||
| Profit/(loss) at June 30, 2017 | 53,315,559 | 53,315,559 | 346,281 53,661,840 | |||||||||||||
| Total comprehensive income | 0 | 0 | 0 | 0 | 20,279,030 | 0 | 0 | 0 (1,544,539) | 0 | 0 0 |
53,315,559 | 72,050,050 | 0 | 346,281 72,396,331 | ||
| Other changes of associated companies measure under equity method | (7,679,562) | (7,679,562) | (7,679,562) | |||||||||||||
| Dividends distribution | (10,100,909) | (10,100,909) | (10,100,909) | |||||||||||||
| Warrant exercise | 6,376,239 44,511,049 | 50,887,288 | 50,887,288 | |||||||||||||
| Allocation profit 2016 | 404 | 41,385,076 | (41,385,480) | 0 34,146,981 (34,146,981) | 0 | |||||||||||
| Acquisition of treasury shares | (147,966) | (147,966) | (147,966) | |||||||||||||
| Sale of treasury shares | 39,683 | 411,470 (202,813) | 248,340 | 248,340 | ||||||||||||
| At June 30, 2017 consolidated | 83,231,972 158,094,964 15,371,147 | 0 | 116,457,456 | 0 | 0 (4,590,350) 726,197 (483,655) 5,060,152 98,363,034 | 53,315,559 525,546,476 16,787,469 | 346,281 542,680,226 |
| Share | Share Legal Extraordinary | Revaluation | FVOCI reserve | OCI reserve Treasury | Other | IFRS Merger | Retained | Result | Equity Net Equity | Result | Equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital premium reserve | 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, 2018 consolidated | 83,231,972 158,078,940 15,371,147 | 0 | 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 | 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 | 98,726,379 | 98,726,379 17,468,446 | 116,194,825 | ||||||||||||
| Change in associated companies measured under the equity method | (15,530,568) | 432,711 | (15,097,857) | (15,097,857) | |||||||||||
| Change in fair value of current financial assets measured at FVOCI | (244,745) | (244,745) | (244,745) | ||||||||||||
| Employee benefits | (24,200) | (24,200) | (24,200) | ||||||||||||
| Total other comprehensive income items | 0 | 0 | 0 | 0 | 0 | 83,195,811 | 187,966 | 0 (24,200) | 0 0 |
0 | 0 | 83,359,577 17,468,446 | 0 100,828,023 | ||
| Profit/(loss) at June 30, 2018 | 1,651,453 | 1,651,453 | 2,669,274 4,320,727 | ||||||||||||
| Total comprehensive income | 0 | 0 | 0 | 0 | 0 | 83,195,811 | 187,966 | 0 (24,200) | 0 0 |
0 | 1,651,453 | 85,011,030 17,468,446 2,669,274 105,148,750 | |||
| Reversal of Fv reserve due to capital gain realised | (73,255,578) | 73,255,578 | 0 | 0 | |||||||||||
| Change in reserves of associated companies measure under equity method | (1,636,970) | (1,636,970) | (1,636,970) | ||||||||||||
| Dividends distribution | (10,955,972) | (10,955,972) (2,646,000) | (13,601,972) | ||||||||||||
| Warrant exercise | 2,277,695 17,652,137 | 19,929,832 | 19,929,832 | ||||||||||||
| Allocation profit 2017 | 1,275,247 | 70,490,042 | (71,765,289) | 0 | 321,659 (321,659) 0 |
||||||||||
| Acquisition of treasury shares | (8,522,518) | (8,522,518) | (8,522,518) | ||||||||||||
| Sale of treasury shares | (14,574) | 67,801 (24,337) | 28,890 | 28,890 | |||||||||||
| At June 30, 2018 consolidated | 85,509,667 175,716,503 16,646,394 | 0 | 0 | 218,248,414 | 709,063 (20,446,064) (1,895,922) (483,655) 5,060,152 231,264,083 | 1,651,453 | 711,980,088 34,206,044 2,669,274 748,855,406 |
| euro thousands | June 30, 2018 | June 30, 2017 | |
|---|---|---|---|
| A.- | OPENING NET CASH AND CASH EQUIVALENTS | (16,483) | (41,949) |
| B.- | CASH FLOW FROM OPERATING ACTIVITIES | ||
| Profit | 4,321 | 53,662 | |
| Amortisation & Depreciation Share of profit/(loss) of associated companies measured under |
30 | 36 | |
| the equity method | (8,451) | (27,246) | |
| Financial income and charges | 0 | (31,925) | |
| Changes in "employee benefits" | 22 | 16 | |
| Interest on loans and bonds | 2,885 | 2,503 | |
| Change in deferred tax assets and liabilities | (1,054) | (435) | |
| (2,247) | (3,389) | ||
| Decrease/(increase) in trade receivables | 147 | 267 | |
| Decrease/(increase) in other current assets | (108) | 2 | |
| Decrease/(increase) in tax receivables | (754) | (30) | |
| Decrease/(increase) in financial receivables | (1,045) | 61 | |
| Decrease/(increase) in other current asset securities | (43,346) | 0 | |
| (Decrease)/increase in trade payables | 481 | 28 | |
| (Decrease)/increase in financial payables | (2,864) | 146 | |
| (Decrease)/increase in tax payables | (154) | 27 | |
| (Decrease)/increase in other current liabilities | 2,357 | (9,340) | |
| Cash flow from operating activities | (47,533) | (12,228) | |
| C.- | |||
| CASH FLOW FROM | |||
| INVESTMENTS IN FIXED ASSETS | |||
| Intangible and tangible assets | |||
| Investments / divestments | (9) | (5) | |
| Financial assets | |||
| Investments | (54,572) | (42,429) | |
| Divestments | 100,924 | 89,276 | |
| Cash flow from investing activities | 46,343 | 46,842 |
| Euro thousands | June 30, 2018 | June 30, 2017 | |
|---|---|---|---|
| D.- | CASH FLOW FROM | ||
| FINANCING | |||
| Loans | |||
| New loans | 0 | 0 | |
| Repayment of loans | 0 | 0 | |
| Interest paid on loans and bonds | (5,570) | (4,780) | |
| Share capital | |||
| Share capital increase and capital contributions on account | 19,930 | 50,887 | |
| Changes from purchase/sale of treasury shares | (8,494) | 100 | |
| Payment of dividends | (13,602) | (10,102) | |
| Cash flow from financing activities | (7,736) | 36,105 | |
| E.- | NET CASH FLOW FOR THE PERIOD | (8,926) | 70,719 |
| F. | CLOSING CASH AND CASH EQUIVALENTS | (25,409) | 28,770 |
| The breakdown of the net available liquidity was as follows: | |||
| Cash and cash equivalents | 16,328 | 29,250 | |
| Bank payables due within one year | (41,737) | (480) | |
| Closing cash and cash equivalents | (25,409) | 28,770 |
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 ordinary shares.
The 2018 condensed consolidated half-year report was approved by the Board of Directors on September 11, 2018.
The condensed consolidated half-year financial statements at June 30, 2018 were prepared in accordance with the going-concern concept and in accordance with International Financial Reporting Standards and International Accounting Standards (hereafter "IFRS", "IAS" or international accounting standards) issued by the International Accounting Standards Boards (IASB) and the relative interpretations of the International Financial Reporting Interpretations Committee (IFRIC), 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 in particular the Condensed Consolidated Half-Year Financial Statements were prepared in accordance with IAS 34.
The condensed consolidated financial statements are comprised of the income statement, the comprehensive income statement, the statement of financial position, the change in equity, the statement of cash flow and the explanatory notes, together with the Directors' Report. The financial statements were prepared in units of Euro, without decimal amounts.
The financial statements were prepared in accordance with IAS 1, while the Explanatory Notes were prepared in condensed form in accordance with IAS 34 and therefore do not include all the disclosures required for the annual financial statements prepared in accordance with IFRS.
The accounting policies and methods utilised for the preparation of these condensed consolidated financial statements have changed from those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2017, mainly due to application from January 1, 2018 of IFRS 9, as outlined in detail in the paragraph "new accounting standards".
The income statement, the comprehensive income statement and the consolidated statement of cash flows at June 30, 2017 and the statement of financial position at December 31, 2017 were utilised for comparative purposes. The individual balance sheet notes present for comparative purposes the reclassified figures at January 1, 2018, as presented below, following the adoption of IFRS 9.
During the year, no special circumstances arose requiring recourse to the exceptions allowed under IAS 1.
The preparation of the condensed consolidated financial statements requires the formulation of valuations, estimates and assumptions which impact the application of the accounting principles and the amounts of the assets, liabilities, costs and revenues recorded in the financial statements. These estimates and relative assumptions are based on historical experience and other factors considered reasonable. However, it should be noted as these refer to estimates, the results obtained will not necessarily be the same as those represented. The estimates are used to value the provisions for risks on receivables, measurement at fair value of financial instruments, impairment tests, employee benefits and income taxes.
The application of the amendments to the existing accounting standards reported above do not
have a significant impact on the Group consolidated financial statements, with the exception of those concerning IFRS 9 as illustrated below.
As illustrated previously, the TIP Group was required to adopt IFRS 9 for the preparation of the financial statements for periods which commence from January 1, 2018 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, 2017, with the consequent reclassifications and adjustments of the amounts in the financial statements.
In accordance with the transitory provisions of IFRS 9, the company has adopted the option not to adjust the 2017 figures presented for comparative purposes and therefore the adjustments in values calculated on the opening amounts at January 1, 2018 only impact upon the net equity.
The effects from the transition to IFRS 9 on the statement of financial position and net equity both in terms of value and classification are illustrated below.
| Tamburi Investment Partners Group | ||||
|---|---|---|---|---|
| (in Euro) | December 31, 2017 | January 1, 2018 | Changes | Note |
| IFRS 9 | ||||
| Non-current assets | ||||
| Property, plant and equipment | 124,017 | 124,017 | 0 | |
| Goodwill | 9,806,574 | 9,806,574 | 0 | |
| Other intangible assets | 2,307 | 2,307 | 0 | |
| AFS financial assets | 443,478,469 | 0 | (443,478,469) | 2.1 |
| Investments measured at FVOCI | 0 | 443,478,469 | 443,478,469 | 2.1 |
| Associated companies measured under the equity | ||||
| method | 297,133,792 | 297,133,792 | 0 | 2.2 |
| Financial receivables | 25,981,883 | 0 | (25,981,883) | 2.3 |
| Financial receivables measured at amortised cost | 0 | 6,460,702 | 6,460,702 | 2.3 |
| Financial assets measured at FVTPL | 0 | 20,117,473 | 20,117,473 | 2.3 |
| Derivative instruments | 0 | 0 | 0 | |
| Tax receivables | 398,082 | 398,082 | 0 | |
| Deferred tax assets | 0 | 0 | 0 | |
| Total non-current assets | 776,925,124 | 777,521,415 | 596,292 | |
| Current assets | ||||
| Trade receivables | 713,657 | 713,657 | 0 | 2.4 |
| Current financial receivables | 10,828,027 | 0 | (10,828,027) | 2.3 |
| Current financial receivables measured at | ||||
| amortised cost | 0 | 10,714,602 | 10,714,602 | 2.3 |
| Current financial assets | 630,687 | 0 | (630,687) | 2.3 |
| Derivative instruments | 0 | 171,240 | 171,240 | 2.3 |
| AFS financial assets | 37,764,710 | 0 | (37,764,710) | 2.5 |
| Current financial assets measured at FVOCI | 0 | 37,764,710 | 37,764,710 | 2.5 |
| Cash and cash equivalents | 3,283,840 | 3,283,840 | 0 | |
| Tax receivables | 339,956 | 339,956 | 0 | |
| Other current assets | 264,919 | 264,919 | 0 | |
| Total current assets | 53,825,796 | 53,252,924 | (572,872) | |
| Total assets | 830,750,920 | 830,774,340 | 23,420 |
| (in Euro) | December 31, 2017 | January 1, 2018 IFRS 9 |
Changes | Note |
|---|---|---|---|---|
| Equity | ||||
| Share capital | 83,231,972 | 83,231,972 | 0 | |
| Reserves | 374,654,100 | 374,654,100 | 0 | 2.6 |
| Retained earnings | 98,456,635 | 98,474,435 | 17,800 | 2.6 |
| Result of the parent | 71,765,289 | 71,765,289 | 0 | |
| Total equity attributable to the shareholders | ||||
| of the parent | 628,107,996 | 628,125,796 | 17,800 | |
| Equity attributable to minority interests | 19,383,598 | 19,383,598 | 0 | |
| Total Equity | 647,491,594 | 647,509,394 | 17,800 | |
| Non-current liabilities | ||||
| Post-employment benefits | 307,384 | 307,384 | 0 | |
| Financial payables | 129,129,224 | 129,129,224 | 0 | 2.7 |
| Deferred tax liabilities | 251,142 | 251,142 | 0 | |
| Total non-current liabilities | 129,687,750 | 129,687,750 | 0 | |
| Current liabilities | ||||
| Trade payables | 410,991 | 410,991 | 0 | |
| Current financial liabilities | 39,012,505 | 39,012,505 | 0 | 2.7 |
| Tax payables | 331,362 | 336,982 | 5,620 | |
| Other liabilities | 13,816,718 | 13,816,718 | 0 | |
| Total current liabilities | 53,571,576 | 53,577,196 | 5,620 | |
| Total liabilities | 183,259,326 | 183,264,946 | 5,620 | |
| Total equity and liabilities | 830,750,920 | 830,774,340 | 23,420 |
The total impact on the equity of the TIP Group at January 1, 2018 is summarised in the table below.
| Euro | ||
|---|---|---|
| Net equity at December 31, 2017 IAS 39 | 647,491,594 | Note |
|---|---|---|
| Adjustments to financial assets measured at FVTPL | 23,420 | 2.3 |
| Tax effect of the adjustments | (5,620) | |
| Equity at January 1, 2018 IFRS 9 | 647,509,394 | |
For the investments in equity, comprising generally investments with shareholdings below 20% which are not held for trading, classified at December 31, 2017 as AFS financial assets, the company adopted the option within IFRS 9 of accounting for the changes in the fair value through Other Comprehensive Income (FVOCI), therefore with counter-entry in an equity reserve (alternative of accounting for changes in fair value through profit or loss). The FVOCI accounting of the investments in equity does not permit the recognition through profit or loss of the gains/losses realised on sale and the relative reversal from the FVOCI reserve in equity. Any impairments will also not be recorded through profit or loss. Adopting the FVOCI option only the dividends received from the investments will be recognised through profit or loss.
Following this reclassification the value of the investments at December 31, 2017 did not changed as according to IAS 39 the AFS financial assets were already measured at fair value. However a reclassification was necessary from the equity reserve relating to the accumulated fair value changes, equal to Euro 119,049,027 net of the relative tax effect, from "financial assets held for sale revaluation reserve" to the FVOCI reserve (note 2.6).
The most significant effect of the adoption of IFRS 9 relating to this category of financial assets is, as already described, on the income statement following the non-recognition through profit or loss of the gains/losses realised on sale.
The adoption of IFRS 9 from January 1, 2018 resulted in the non-inclusion in financial income in the first half of 2018 income statement of Euro 96,707,970 relating to the non-reversal of the gains/losses in the accumulated reserve until their realisation. The fair value changes matured in the period were recorded under "Increases/decreases in investments measured at FVOCI" of other comprehensive income without reversal through profit or loss, with counter-entry to the FVOCI reserves; at the time of sale, the cumulative gain was reversed from the FVOCI reserve directly to other equity reserves.
In addition, the IFRS 9 income statement does not include an adjustment to the value of investments of Euro 7,312,229 which, as an impairment, would have been recognised to the income statement as per IAS 39. This adjustment was however classified to other fair value changes recognised to the FVOCI reserve.
The adoption of IFRS 9 did not result in direct effects on the accounting of the investments in associates measured under the equity method as per IAS 28. However, the application of IFRS 9 had effects on the preparation of the financial statements of associates utilised for the preparation of the condensed consolidated half-year financial statements. In particular investee companies of the associates are reclassified from AFS financial assets to investments measured at FVOCI as illustrated in the previous paragraph.
Similar to that described in note 2.1, this reclassification did not generate any impact on the value of the associated investments at December 31, 2017 but a different classification of the accumulated fair value changes, equal to Euro 89,259,157 net of the relative tax effect, which were reclassified from the "AFS financial assets revaluation reserve" to the FVOCI reserve.
The gains/losses realised on the investments held by associates are no longer recognised in the income statement and therefore recognised by TIP as its share of the result in the investees measured under the equity method, but at the time of sale the cumulative gain is reversed from the FVOCI reserve directly to other equity reserves. The adoption of IFRS 9 from January 1, 2018 did not have any effects on the first half of 2018 as no investments held by associates were sold. In the comprehensive income statement the "Increases/decreases in investments measured under the equity method" relating to the changes in the fair value of their investees are reclassified under as other comprehensive income without reversal through profit and loss.
In order to determine the recognition criterion applicable to financial assets other than investments in equity IFRS 9 requires an analysis through several steps.
Firstly, the expected contractual cash flows generated from the financial asset were subjected to a test (SPPI Test) which must prove that at the measurement date there are no other cash flows than the repayment of principal and interest potentially within the contract.
Subsequently the business model which the company adopts in relation to the financial assets was established on which the accounting criteria adopted depends.
The presence of any embedded derivatives within the principal financial asset was also verified.
Based on these analysis the company has identified the following financial asset categories as per IFRS 9.
These concern financial assets acquired by the company with the intention of maintaining them until maturity in order to receive the relative interest, and the sales are incidental events. The accounting criterion required by IFRS 9 for these financial assets is the amortised cost criterion, which does not differ from that currently applied. The current portion of these receivables is represented by interest or principal which will be received within one year.
This concerns financial assets, generally convertible loans, which generate cash flows which provide for the allocation of shares and/or include implied derivatives relating to the conversion clauses. Differing from IAS 39 applicable to the financial statements for the year ended December 31, 2017, IFRS 9 does not separate the embedded derivatives from the host instrument but provides for the allocation of these financial assets to the category FVTPL, i.e. financial assets measured at fair value through profit and loss.
Therefore while previously as per IAS 39 in the case of accounting separation the non-derivative component of these instruments were recognised under the amortised cost method and the derivative component was separated and measured at fair value, these instruments were completely measured at fair value through profit or loss, including the changes in fair value related to market conditions of the other components of the instruments, for example interest rates.
The adjustments in value of the financial assets measured at FVTPL at January 1, 2018 amounts to Euro 23,420 before the tax effect.
The adoption of IFRS 9 from January 1, 2018 resulted in lower other financial income of Euro 101,934 in comparison to application of IAS 39.
The derivative instruments not embedded in other financial instruments are measured at fair value through profit or loss. This accounting treatment does not change from that already applied at December 31, 2017.
The specific nature of the receivables generated from the activities of TIP and the historical analysis of losses on receivables in recent years supports the conclusion that the adoption of IFRS 9 does not result in adjustments on the opening balances or significant subsequent impacts generated from impairment risks.
This consideration is also valid with reference to financial receivables held.
As illustrated in Note 2.3 the company carried out an SPPI test and established the business model for the various financial asset categories. The current financial assets valued at FVOCI are nonderivative financial assets comprising investments in bond securities which constitute temporary liquidity investments realised in accordance with the business model which provides for the receipt of the relative cash flows and the sale of the bonds on an opportunistic basis. The cash flows from these financial instruments comprise solely principal and interest.
The FVOCI measurement therefore involves the recognition in an equity reserve of the fair value changes in the securities until the date of sale recognising in the income statement interest income and any impairments. Differing from the accounting of investments in equity at the time of sale the gains/losses are recognised through profit or loss with reversal of the fair value changes through profit or loss previously recognised in the equity reserve.
As these assets already at December 31, 2017 were measured at fair value with changes recorded under equity, the reclassification required by IFRS 9 did not result in adjustments but only the corresponding reclassification of the accumulated fair value changes, amounting to Euro 521,097 net of the tax effect, from the "financial assets held for sale revaluation reserve" to the "FVOCI reserve with reversal through profit or loss".
The financial income in the first half of 2018 income statement did not change following the adoption of IFRS 9 for this category of financial assets.
As illustrated in the previous notes the introduction of IFRS 9 resulted in a reclassification between reserves as indicated below. The FVOCI reserve without reversal through profit or loss is reclassified to retained earnings when the accumulated fair value changes are realised, generally on divestment. Once reclassified under retained earnings the reserve becomes distributable.
| in Euro | Revaluation reserve AFS Financial assets |
FVOCI reserve without reversal to profit and loss |
FVOCI reserve with reversal to profit and loss |
Retained earnings |
Net Equity shareholders of parent |
|---|---|---|---|---|---|
| At December 31, 2017 consolidated | 208,829,278 | 0 | 98,456,635 | 628,107,996 | |
| Change in fair value of financial assets available-for-sale |
(119,049,027) | 119,049,027 | 0 | ||
| Other comprehensive income items of associates measured under the equity method |
(89,259,157) | 89,259,157 | 0 | ||
| Change in fair value of current financial assets | (521,097) | 521,097 | 0 | ||
| Adjustemnt in the value of financial asstes measured at FVTPL | 17,800 | 17,800 | |||
| At January 1, 2018 consolidated | 0 | 208,308,184 | 521,097 | 98,474,435 | 628,125,796 |
The analysis undertaken on the financial liabilities held concluded that the adoption of IFRS 9 has no effect on the accounting of the financial liabilities already recorded at amortised cost utilising the effective interest rate method.
In December 2017, the IASB issued a series of annual amendments to IFRS 2015-2017 applicable from January 1, 2019, except for any deferments following endorsement of the standard by the European Union, not yet implemented at the date of these condensed consolidated half-year financial statements. The amendments concern:
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 Amendment to IAS 19 is applicable from January 1, 2019, except for any deferments following endorsement of the standard by the European Union, not yet implemented at the date of these condensed consolidated half-year financial statements.
The impacts of these amendments on the Group consolidated financial statements are currently being assessed. Based on a preliminary review of the potential issues, significant impacts are not expected.
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 June 30, 2018, the consolidation scope included the companies Clubdue S.r.l., StarTIP S.r.l. and TXR S.r.l..
| Reg. | Number of | Number of shares | |||
|---|---|---|---|---|---|
| Company | Office | Share capital | 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 main accounting policies adopted in the preparation of the consolidated half-year report at June 30, 2018 are disclosed below.
Property, plant & equipment are recognised at historical cost, including directly allocated accessory costs and those necessary for bringing the asset to the condition for which it was acquired. If major components of such tangible assets have different useful lives, such components are accounted for separately.
Tangible assets are presented net of accumulated depreciation and any losses in value, calculated as described below.
Depreciation is calculated on a straight-line basis according to the estimated useful life of the asset; useful life is reviewed annually. Any changes, where necessary, are recorded in accordance with future estimates; the main depreciation rates used are the following:
| - | furniture & fittings | 12% |
|---|---|---|
| - | equipment & plant | 15% |
| - | EDP | 20% |
| - | mobile telephones | 20% |
| - | equipment | 15% |
| - | Automobiles | 25% |
The book value of tangible assets is tested to ascertain possible losses in value if events or circumstances indicate that the book value cannot be recovered. If there is an indication of this type and in the case where the carrying value exceeds the realisable value, the assets must be written down to their realisable value. The realisable value of the property, plant and equipment is the higher between the net sales price and the value in use. In defining the value of use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the current market assessment of the time value of money and the specific risks of the activity. Losses in value are charged to the income statement under amortisation, depreciation and write-down costs. Such losses are restated when the reasons for their write-down no longer exist.
At the moment of the sale, or when there are no expected future economic benefits from the use of an asset, this is eliminated from the financial statements and any loss or gain (calculated as the difference between the disposal value and the book value) is recorded in the income statement in the year of the above-mentioned elimination.
Business combinations are recorded using the purchase method. Goodwill represents the surplus of acquisition cost compared to the purchaser's share of the identifiable net fair value of the assets and liabilities acquired, current and potential. After initial recognition, goodwill is reduced by any accumulated losses in value, calculated with the methods described below.
Goodwill deriving from acquisitions prior to January 1, 2004 are recorded at replacement cost, equal to the value recorded in the last financial statements prepared in accordance with the previous accounting standards (December 31, 2003). In the preparation of the opening financial statements in accordance with international accounting standards the acquisitions before January 1, 2004 were not reconsidered.
Goodwill is subject to a recoverability analysis conducted annually or at shorter intervals in case of events or changes that could result in possible losses in value. Any goodwill emerging at the acquisition date is allocated to each cash-generating unit which is expected to benefit from the synergies of the acquisition. Any loss in value is identified by means of valuations based on the ability of each cash-generating unit to produce cash flows for purposes of recovering the part of goodwill allocated to it; these valuations are conducted with the methods described in the section referring to tangible assets. If the recoverable value of the cash-generating unit is less than the attributed book value, the loss in value is recorded.
This loss is not restated if the reasons for the loss no longer exist.
Other intangible assets are recorded at cost, in accordance with the procedures indicated for tangible fixed assets.
The intangible assets with definite useful lives are recognised net of the relative accumulated amortisation and any permanent impairment in value, determined in the same manner as that for tangible assets.
The useful life is reviewed on an annual basis and any changes, where necessary, are made in accordance with future estimates.
The gains and losses deriving from the disposal of intangible assets are determined as the difference between the value of disposal and the carrying value of the asset and are recorded in the income statement at the moment of the disposal.
Associated companies are companies in which the Group exercises a significant influence on the financial and operating policies, although not having control. Significant influence is presumed when between 20% and 50% of voting rights is held in another entity.
Investments in associated companies are measured under the equity method and initially recorded at cost. The investments include the goodwill identified on acquisition, less any cumulative loss in value. The consolidated financial statements include the share of profits and losses of the investees recognised under the equity method, net of any adjustments necessary to align accounting principles and eliminate intercompany margins not realised, on the date in which significant influence commences or the joint control until the date such influence or control ceases. The adjustments necessary for the elimination of intercompany margins not realised are recorded in the account "share of profits/loss of investments under equity". When the share of the loss of an investment recognised under the net equity method exceeds the book value of the investee, the investment is written-down and the share of the further losses are not recorded except in the cases where there is a legal or implied contractual obligation or where payments were made on behalf of the investee.
For the investments in equity, comprising generally investments with shareholdings below 20% which are not held for trading, according to the option under IFRS 9, they are recognised recording the changes in the fair value through Other Comprehensive Income (FVOCI) and therefore with counter-entry to an equity reserve. The FVOCI accounting of the investments in equity provides for, on sale, the reversal from the fair value reserve matured directly to other equity reserves. The dividends received from the investments are therefore recognised through profit or loss.
The fair value is identified in the case of listed investments with the stock exchange price at the balance sheet date and in the case of investments in non-listed companies utilising valuation techniques. These valuation techniques include the comparison with the values taken from similar recent operations and other valuation techniques which are substantially based on the analysis of the capacity of the investee to produce future cash flows, discounted to reflect the time value of money and the specific risks of the activities undertaken.
The investments in equity instruments which do not have a listed price on a regulated market and whose fair value cannot be reasonably valued, are measured at cost, reduced by any loss in value. The choice between the above-mentioned methods is not optional, as these must be applied in hierarchal order: absolute priority is given to official prices available on active markets (effective market quotes – level 1) or for assets and liabilities measured based on valuation techniques which take into account observable market parameters (comparable approaches – level 2) and the lowest priority to assets and liability whose fair value is calculated based on valuation techniques which take as reference non-observable parameters on the market and therefore more discretional (market model – level 3).
These concern financial assets acquired by the company with the intention of maintaining them until maturity in order to receive the relative interest, and any sales are incidental events. These financial assets are valued at amortised cost.
The financial assets, generally convertible loans, which generate cash flows which provide for the allocation of shares and/or include implied derivatives relating to the conversion clauses, are measured at fair value with the relative changes recognised to the income statement.
The derivative instruments not embedded in other financial instruments are measured at fair value through profit or loss.
The current financial assets valued at FVOCI are non-derivative financial assets comprising investments in bond securities which constitute temporary liquidity investments realised in accordance with the business model which provides for the receipt of the relative cash flows and the sale of the bonds on an opportunistic basis. The cash flows from these financial instruments comprise solely principal and interest.
They are measured at FVOCI, recognising to an equity reserve the fair value changes in the securities until the date of sale and recording in the income statement interest income and any impairments. At the time of sale, the gains/losses are recognised through profit or loss with reversal of the fair value changes through profit or loss previously recognised in the equity reserve.
Receivables are recorded at fair value and subsequently measured at amortised cost. They are adjustments for sums considered uncollectible.
The purchases and sales of securities are recorded and cancelled at the settlement date.
Cash and cash equivalents include those values which are available on demand at short notice (within three months), certain in nature and with no payment expenses. Financial operations are recorded at the settlement date.
For the purposes of the Statement of Cash Flows, available liquidity is represented by cash and cash equivalents less bank overdrafts at the balance sheet date.
Trade payables are initially recorded at fair value and subsequently measured at amortised cost. The financial liabilities are recorded at amortised cost using the effective interest rate method.
The benefits guaranteed to employees paid on the termination of employment or thereafter through defined benefit plans are recognised in the period the right matures. The liability for defined benefit plans, net of any plan assets, is calculated on the basis of actuarial assumptions and is recorded by the accrual method consistent with the years of employment necessary to obtain such benefits. The liability is calculated by independent actuaries.
The Company recognises additional benefits to some employees through stock option plans.
According to IFRS 2 – Share-based payments, these plans are a component of the remuneration of the beneficiaries and provide for application of the "equity settlement" method. Therefore, the relative cost is represented by the fair value of the stock options at the grant date, and is recognised in the income statement over the period between the grant date and the maturity date, and directly recorded under equity. On the exercise of the options by the beneficiaries with the transfer of treasury shares against the liquidity received, the stock option plan reserve is reversed for the portion attributable to the options exercised, and the treasury shares reserve is reversed based on the average cost of the shares transferred and the residual differential is recorded as the gains/loss on treasury shares traded with counter-entry in the share premium reserve, in accordance with the accounting policy adopted.
The treasury shares held by the parent company are recorded as a reduction from equity in the negative treasury shares reserve. The original cost of the treasury shares and the income deriving from any subsequent sale are recognised as equity movements, recording the differential as the gains/loss on treasury shares traded with counter-entry in the share premium reserve, in accordance with the accounting policy adopted
Revenues are recognised when the customer acquires control of the services provided and, consequently, when having the capacity to direct usage and obtain benefits. In the case in which a contract stipulates a portion of consideration dependent on the occurrence of future events, the estimate of the variable part is included in revenues only where such is considered highly probable. In the case of transactions concerning the simultaneous provision of a number of services, the sales price is allocated on the basis of the price which the company would apply to customers where such services included in the contract were sold individually. According to this type of operation, the revenues are recognised on the basis of the specific criteria indicated below:
Where it is not possible to reliably determine the value of revenues, they are recognised up to the costs incurred which may reasonably be recovered.
The income and charges deriving from the sale of shares are recorded on an accruals basis at the operation valuation date, recording changes in fair value to the income statement which were previously recognised through equity.
Financial income and charges are recorded on an accruals basis on the interest matured on the net value of the relative financial assets and liabilities and utilising the effective interest rate.
The dividends are recorded in the year in which the right of the shareholders to receive the payment arises. The dividends received from investments valued under the equity method were recorded as a reduction in the value of the investments.
Current income taxes for the period are determined based on an estimate of the taxable assessable income and in accordance with current legislation. Deferred tax assets and liabilities are calculated on temporary differences between the values recorded in the financial statements and the corresponding values recognised for fiscal purposes. The recognition of deferred tax assets is made when their recovery is probable - that is when it is expected that there will be future assessable fiscal income sufficient to recover the asset. The recovery of the deferred tax asset is reviewed at each balance sheet date. Deferred tax liabilities are always recorded in accordance with the provisions of IAS 12.
The choices adopted by the Group relating to the presentation of the consolidated financial statements are illustrated below:
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, execution activity is also organised with the objective to render the "on-call" commitment of advisory or equity professional staff more flexible.
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 condensed consolidated half-year financial statements only the details of the performance of the "revenues from sales and services" component are provided, related to the sole activity of advisory, excluding therefore the account "other revenues".
| Euro | Six months period ended June 30, 2018 |
Six months period ended June 30, 2017 |
|---|---|---|
| Revenues from sales and services | 1,554,425 | 3,766,658 |
| Total | 1,554,425 | 3,766,658 |
Revenues are highly dependent on the timing of success fee maturation, whose distribution varies throughout the year.
The account comprises:
| Euro | Six months period ended June 30, 2018 |
Six months period ended June 30, 2017 |
|
|---|---|---|---|
| 1. | Services | 1,127,605 | 818,832 |
| 2. | Rent, leasing and similar costs | 180,871 | 176,587 |
| 3. | Other charges | 244,884 | 163,574 |
| Total | 1,553,360 | 1,158,993 |
Service costs mainly relate to professional and legal consultancy, general expenses and commercial expenses. They include Euro 31,250 of audit fees and Euro 37,925 of emoluments of the Board of Statutory Auditors and the Supervisory Board. Other charges principally include non-deductible VAT. The increase in the account is essentially due to the non-recurring costs incurred by the subsidiary TXR in relation to the listing of the investee Roche Bobois and the banking commissions on the sale of listed shares, classified in the previous year as a reduction in gains realised.
The account comprises:
| Six months period | |
|---|---|
| ended June 30, 2018 | ended June 30, 2017 |
| 798,794 | |
| 231,396 | 214,305 |
| 15,645,845 | 9,790,681 |
| 36,342 | |
| 16,651,263 | 10,840,122 |
| Six months period 752,756 21,266 |
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, according to the accounting standards in place until December 31, 2017.
"Post-employments benefits" are updated based on actuarial valuations, with the gains or losses recognised through equity.
At June 30, 2018, the number of TIP employees was as follows:
| June 30, 2018 | June 30, 2017 | |
|---|---|---|
| White collar & apprentices | 10 | 13 |
| Managers | 1 | 1 |
| Executives | 2 | 3 |
| Total | 13 | 17 |
The Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.
The account comprises:
| Euro | Six months period ended June 30, 2018 |
Six months period ended June 30, 2017 |
|---|---|---|
| 1. Investment income |
10,285,931 | 35,818,385 |
| 2. Other income |
4,693,922 | 1,984,358 |
| Total financial income | 14,979,853 | 37,802,743 |
| 3. Interest and other financial charges |
(3,490,710) | (3,203,806) |
| Total financial charges | (3,490,710) | (3,203,806) |
| Net financial income | 11,489,143 | 34,598,937 |
| Six months period | Six months period | |
|---|---|---|
| Euro | ended June 30, 2018 | ended June 30, 2017 |
| Gain on disposal of investments | 0 | 30,578,931 |
| Dividends | 10,285,931 | 5,239,454 |
| Total | 10,285,931 | 35,818,385 |
First half 2018 investment income concerns dividends received from the following investees (Euro):
| Moncler S.p.A. Amplifon S.p.A. |
699,997 664,184 |
|---|---|
| Other | 572,669 |
| Total | 10,285,931 |
The first half 2017 figures are not comparable as in the previous year investment income included the gains realised on the disposal of the investments which according to IFRS 9 are no longer recognised to profit and loss. For an analysis of comparable results at like-for-like accounting standards, reference should be made to the Directors' Report.
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 derivatives and convertible bond loans.
| Euro | Six months period | Six months period |
|---|---|---|
| ended June 30, 2018 | ended June 30, 2017 | |
| Interest on bonds | 2,503,383 | 2,503,383 |
| Other | 987,327 | 700,423 |
| Total | 3,490,710 | 3,203,806 |
"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 Euro 7,262,893 the share of the result of the investee IPG Holding S.p.A.
For further details, reference should be made to note 12 "Investments in associated companies measured under the equity method" and attachment 2.
The breakdown of income taxes is as follows:
| Six months period | Six months period | |
|---|---|---|
| Euro | ended June 30, 2018 | ended June 30, 2017 |
| Current taxes | 80,862 | 397,331 |
| Deferred tax assets | (660,964) | (374,309) |
| Deferred tax charge | (392,535) | (60,730) |
| Total | (972,637) | (37,708) |
The company recognised directly to equity a decrease of Euro 1,403,830, principally concerning the increase in deferred taxes relating to the fair value of investments measured at OCI.
"Goodwill" for Euro 9,806,574 refers to the incorporation of the subsidiary Tamburi & Associati S.p.A. into TIP S.p.A. in 2007.
At June 30, 2018, no indications arose that the goodwill had incurred a loss in value and therefore it was not necessary to carry out an impairment test.
The account refers to minority investments in listed and non-listed companies.
| Euro | June 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Investments in listed companies | 369,349,185 | 362,556,393 |
| Investments in non-listed companies | 35,461,256 | 80,922,076 |
| Total | 404,810,441 | 443,478,469 |
The changes in the investments measured at FVOCI are shown in Attachment 1.
The investment in Digital Magics S.p.A., of which the TIP Group holds 22.75% through StarTIP, was not classified as an associated company, although in the presence of a holding above 20% and some indicators which would be associated with significant influence, as Digital Magics is 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 the investment as valued at FVOCI.
At the end of the first half of 2018, as part of the listing completed in July 2018, Roche Bobois S.A., previously Furn Invest S.a.s., held 38.34% through TXR, made available the IFRS accounting data necessary to apply the equity method of accounting. This has removed the objective limitation upon the exercise of significant influence which required fair value measurement of the investment. This transfer from fair value measurement to the equity method resulted in the booking of the fair value increases cumulated until the date of transfer similarly to as would have occurred on divestment of the holding. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 46 million, recognised to the FV reserve, was reversed to other equity reserves as per IFRS 9; the investment previously classified to "Investments valued at FVOIC" was reversed and the investment in associates of a value of Euro 75,715,541, corresponding to the fair value on reclassification, was recognised in replacement.
The other investments in associates concern:
For the changes in the investments in associated companies, reference should be made to attachment 2.
(13) Financial receivables measured at amortised cost
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 | June 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Financial assets measured at FVTPL | 20,270,804 | 20,117,473 |
| Total | 20,270,804 | 20,117,473 |
Financial assets measured at FVTPL concern:
| Euro | June 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Trade receivables (before doubtful debt provision) | 734,013 | 881,466 |
| Doubtful debt provision | (167,809) | (167,809) |
| Total | 566,204 | 713,657 |
| Trade receivables to clients beyond 12 months | - | - |
Changes in trade receivables is strictly related to the different revenue mix between success fees and service revenues.
| Euro | June 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Current financial receivables measured at amortised cost | 10,907,353 | 10,714,602 |
| Total | 10,907,353 | 10,714,602 |
These include Euro 10,480,867 relating to the vendor loan, at an annual interest rate of 9%, granted to Dedalus Holding S.p.A. in relation to the sale of the investment in Noemalife S.p.A. and with December 2018 maturity.
These concern non-derivative financial assets comprising investments in bonds for the temporary utilisation of liquidity.
The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.
| Euro | June 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Bank deposits | 16,322,603 | 3,279,543 |
| Cash in hand and similar | 4,951 | 4,297 |
| Total | 16,327,554 | 3,283,840 |
The composition of the net financial position at June 30, 2018 compared with December 31, 2017 is illustrated in the table below.
| Euro | June 30, 2018 | January 1, 2018 IFRS 9 | |
|---|---|---|---|
| A | Cash and cash equivalents | 16,327,554 | 3,283,840 |
| B | Current financial assets measured at FVOCI and derivative | ||
| instruments | 81,662,692 | 37,935,950 | |
| C | Current financial receivables | 10,907,353 | 10,714,602 |
| D | Liquidity (A+B+C) | 108,897,599 | 51,934,392 |
| E | Financial payables | (129,306,920) | (129,129,224) |
| F | Current financial liabilities | (55,255,541) | (39,012,505) |
| G | Net financial position (D+E+F) | (75,664,862) | (116,207,337) |
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 breakdown is as follows:
| Euro | June 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Within one year | 799,078 | 264,919 |
| Beyond one year | 692,888 | 398,082 |
Current tax receivables include VAT, IRES, IRAP and withholding taxes. The non-current component principally concerns withholding taxes and IRAP reimbursement request.
The breakdown of the account at June 30, 2018 and December 31, 2017 is detailed below:
| Assets | Liabilities | Net | ||||
|---|---|---|---|---|---|---|
| 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | |
| Euro | ||||||
| Other intangible assets | 4,545 | 4,491 | 0 | 0 | 4,545 | 4,491 |
| FVOCI valued investments and | ||||||
| investments valued under the | 23,377 | (4,052,966) | (4,029,589) | |||
| equity method | 608 | (3,308,209) | (3,307,601) | |||
| Current financial assets | 0 | 0 | (437,538) | (165,378) | (437,538) | (165,378) |
| Other assets | 1,880,466 | 1,547,451 | (8,969) | (8,969) | 1,871,497 | 1,538,482 |
| Other liabilities | 1,983,990 | 1,678,864 | 0 | 0 | 1,983,990 | 1,678,864 |
| Total | 3,892,378 | 3,231,414 | (4,499,473) | (3,482,556) | (607,095) | (251,142) |
The changes in the tax assets and liabilities were as follows:
| Euro | December 31, 2017 |
Effect IFRS 9 at 1-1-2018 |
Recorded through P&L |
Recorded through Equity |
June 30, 2018 |
|---|---|---|---|---|---|
| Other intangible assets | 4,491 | 54 | 4,545 | ||
| FVOCI valued investments and | |||||
| investments valued under the equity | |||||
| method | (3,307,601) | 515,377 | -1,237,365 | (4,029,589) | |
| Current financial assets | (165,378) | (5,620) | -100,075 | -166,465 | (437,538) |
| Other assets | 1,538,482 | 333,015 | 1,871,497 | ||
| Other liabilities | 1,678,864 | 305,126 | 1,983,990 | ||
| Total | (251,142) | (5,620) | 1,053,497 | -1,403,830 | (607,095) |
The share capital of TIP S.p.A. is composed of:
| Shares | Number |
|---|---|
| ordinary shares | 164,441,667 |
| Total | 164,441,667 |
On June 30, 2018, the third exercise period of the TIP S.p.A. 2015 - 2020 Warrants concluded, with the exercise of 4,380,183 warrants and a relative share capital increase of Euro 2,277,695.16 with the issue of 4,380,183 new ordinary TIP S.p.A. shares at a price of Euro 4.55 each, for a total value of Euro 19,929,832.65.
The share capital of TIP S.p.A. amounts therefore to Euro 85,509,666.84, represented by 164,441,667 ordinary shares.
At June 30, 2018, treasury shares in portfolio totalled 4,137,793, equal to 2.516% of the share capital. The shares in circulation at June 30, 2018 therefore numbered 160,303,874.
| No. treasury shares at | No. of shares acquired | No. of shares sold in | No. treasury shares at |
|---|---|---|---|
| January 1, 2018 | in 2018 | 2018 | June 30, 2018 |
| 2,717,689 | 1,435,104 | 15,000 | 4,137,793 |
The following additional disclosures is provided on the shareholders' equity at June 30, 2018.
Share premium reserve
The account amounts to Euro 175,716,503 and increased Euro 17,652,137 following the exercise of the warrants.
This amounts to Euro 16,646,394, increasing Euro 1,275,247 following the Shareholders' Meeting motion of April 20, 2018 with regard to the allocation of the 2017 net profit.
The positive reserve amounts to Euro 218,248,414. 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 a breakdown of the fair value changes of investments in equity, reference should be made to attachment 1 and to note 11, in addition to attachment 2 and note 12.
For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.
The positive reserve amounts to Euro 709,063. These principally concern the fair value changes of securities acquired as temporary uses of liquidity. The relative fair value was reversed to the income statement on the sale of the underlying security.
The negative reserve amounts to Euro 20,446,064. This is a non-distributable reserve.
They are negative for Euro 1,895,922 and for Euro 5,357,688 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 Secontip S.p.A. into TIP S.p.A. on January 1, 2011.
Retained earnings amount to Euro 231,264,083 and increased on December 31, 2017 following the allocation of the 2017 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, 2017.
The basic earnings per share in the first half of 2018 – net profit divided by the number of shares in circulation in the period taking into account treasury shares held – was Euro 0.01.
The diluted earnings per share in the first half of 2018 was Euro 0.01. This represents the net profit for the period divided by the number of ordinary shares in circulation at June 30, 2018, 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.
Financial payables of Euro 129,306,920 refer to:
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 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.
These amount to Euro 55,255,541 and principally comprise bank payables of the parent company of Euro 54,302,604 and interest on bonds for Euro 952,937.
The breakdown of the account is as follows:
| Euro | June 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| IRAP | 80,862 | 0 |
| VAT | 18,775 | 166,136 |
| Withholding taxes | 77,388 | 165,226 |
| Total | 177,025 | 331,362 |
The account mainly refers to emoluments for directors and employees.
| Euro | June 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Directors and employees | 15,833,546 | 13,526,859 |
| Social security institutions | 110,554 | 155,204 |
| Other | 229,285 | 134,655 |
| Total | 16,173,385 | 13,816,718 |
The Group, by nature of its activities, is exposed to various types of financial risks - in particular to
the risk of changes in market prices of investments and, marginally, to the risk of interest rates.
The policies adopted by the Group for the management of the financial risk are illustrated below.
The Group is exposed to the interest rate risk relating to the value of the current financial assets represented by bonds and financial receivables. As these investments are mainly temporary uses of liquidity which may be liquidated quickly, it was not considered necessary to adopt specific hedges.
The Group, by nature of its activities, is exposed to the risk of changes in the value of the investments.
In relation to the listed investments at the present moment there is no efficient hedging instrument of a portfolio such as those with the characteristics of the Group.
Relating to non-listed companies, the risks related:
(c) the liquidity of these investments, not negotiable on regulated markets; were not hedged through specific derivative instruments as not available. The Group attempts to minimise the risk – although within a merchant banking activity and therefore by definition risky – through a careful analysis of the companies and sectors on entry into the share capital, as well as through careful monitoring of the performance of the investee companies after entry in the share capital.
The Group's exposure to the credit risk depends on the specific characteristics of each client as well as the type of activities undertaken and in any case at the preparation date of the present financial statements is not considered significant.
Before undertaking an assignment, careful analysis is undertaken on the credit reliability of the client.
The Group approach in the management of liquidity guarantees, where possible, that there are always sufficient funds to meet current obligations.
At June 30, 2018, the Group had in place sufficient credit lines to cover the group's financial needs.
Directors provide for maintaining high levels of own capital in order to maintain a relationship of trust with investors, allowing for future development.
The parent company acquired treasury shares on the market on the basis of available prices.
The following tables report the financial instruments of the parent company TIP directly and indirectly held at the end of the period, also through trust companies, communicated to the company by the members of the Board of Directors and the Board of Statutory Auditors. The table also illustrates the financial instruments acquired, sold and held by the above parties in the first half of 2018.
| Members of the Board of Directors | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Office | No. of shares held at December 31, 2017 |
No. of shares acquired in H1 2018 |
No. of shares allocated from exercise of TIP warrant in H1 2018 |
No. of shares sold in H1 2018 |
No. of shares held at June 30, 2018 |
||
| Giovanni Tamburi(1) | Chair. & CEO | 12,077,151 | 250,000 | 12,327,151 | ||||
| Alessandra Gritti | Vice Chair. & CEO |
2,031,943 | 2,031,943 | |||||
| Cesare d'Amico(2) | Vice Chairman | 21,315,000 | 21,315,000 | |||||
| Claudio Berretti | Dir. & Gen. Manager |
1,758,580 | 1,758,580 | |||||
| Alberto Capponi | Director | 0 | 0 | |||||
| Paolo d'Amico(3) | Director | 20,250,000 | 20,250,000 | |||||
| Giuseppe Ferrero(4) | Director | 3,346,301 | (166,666) | 3,179,635 | ||||
| Manuela Mezzetti | Director | 74,627 | 74,627 | |||||
| Daniela Palestra | Director | 0 | 0 | |||||
| Name | Office | No of warrants held at December 31, 2017 |
No. of warrants assigned in H1 2018 |
No. of warrants acquired in H1 2018 |
No. of warrants exercised in H1 2018 |
No. of warrants held at June 30, 2018 |
||
| Giovanni Tamburi(1) | Chair. & CEO | 1,368,180 | 250,000 | 1,118,180 | ||||
| Alessandra Gritti | Vice Chair. & CEO |
358,485 | 358,485 | |||||
| Cesare d'Amico(2) | Vice Chairman | 2,000,000 | 40,000 | 2,040,000 | ||||
| Claudio Berretti | Dir. & Gen. Manager |
0 | 0 | |||||
| Alberto Capponi | Director | 0 | 0 | |||||
| Paolo d'Amico(3) | Director | 2,000,000 | 2,000,000 | |||||
| Giuseppe Ferrero(4) | Director | 0 | 0 | |||||
| Manuela Mezzetti | Director | 0 | 0 |
(1)Giovanni Tamburi holds his investment in the share capital of TIP in part directly in his own name and in part indirectly through Lippiuno S.r.l., a company in which he holds 85.75% of the share capital.
(2)Cesare d'Amico holds his investment in the share capital of TIP through d'Amico Società di Navigazione S.p.A. (a company in which he holds directly and indirectly 50% of the share capital), through the company Fi.Pa. Finanziaria di Partecipazione S.p.A. (a company which directly holds 54% of the share capital) and through family members.
(3)Paolo d'Amico holds his investment in the share capital of TIP through d'Amico Società di Navigazione S.p.A., a company in which he holds (directly) a 50% shareholding.
(4)Giuseppe Ferrero holds his investment in the share capital of TIP directly and through family members.
| Members of the Board of Statutory Auditors | |||||||
|---|---|---|---|---|---|---|---|
| Name | Office | No. of shares held at December 31, 2017 |
No. of shares acquired in H1 2018 |
No. of shares allocated from exercise of TIP warrant in H1 2018 |
No. of shares sold in H1 2018 |
No. of shares held at June 30, 2018 |
|
| Myriam Amato | Chairperson | 0 | 0 | ||||
| Fabio Pasquini | Statutory Auditor |
8,000 | 1,000 | 9,000 | |||
| Alessandra Tronconi | Statutory Auditor |
0 | 0 | ||||
| Name | Office | No of warrants held at December 31, 2017 |
No. of warrants assigned in H1 2018 |
No. of warrants acquired in H1 2018 |
No. of warrants exercised in H1 2018 |
No. of warrants held at June 30, 2018 |
|
| Myriam Amato | Chairperson | 0 | 0 | ||||
| Fabio Pasquini | Statutory Auditor |
1,000 | 1,000 | 0 | |||
| Alessandra Tronconi | Statutory Auditor |
0 | 0 |
The table below reports the monetary remuneration, expressed in Euro, to the members of the boards in the first half of 2018.
| TIP office | Fees 30/06/2018 |
|---|---|
| Directors | 15,645,845 |
| Statutory Auditors | 36,425 |
The remuneration of the Supervisory Board was Euro 1,500.
TIP also signed two insurance policies with Chubb Insurance Company of Europe S.A. - a D&O and a professional TPL policy - in favour of the Directors and Statutory Auditors of TIP, of the subsidiaries, as well as the investees companies in which TIP has a Board representative, in addition to the General Managers and coverage for damage to third parties in the exercise of their functions.
The table reports the related party transactions during the year outlined according to the amounts, type and counterparties.
| Party | Type | Payment / | Payment / |
|---|---|---|---|
| balance at June | balance at June | ||
| 30, 2017 | 30, 2018 | ||
| Asset Italia S.p.A. | Revenues | 501,523 | 500,167 |
| Asset Italia S.p.A. | Trade receivables | 250,000 | 250,167 |
| Asset Italia 1 S.r.l. | Revenues | 1,200,000 | - |
| Betaclub S.r.l. | Revenues | 12,500 | 12,500 |
| Betaclub S.r.l. | Trade receivables | 12,500 | 12,500 |
| BE S.p.A. | Revenues | 30,000 | 30,000 |
| Party | Type | Payment / | Payment / |
|---|---|---|---|
| balance at June | balance at June | ||
| 30, 2017 | 30, 2018 | ||
| BE S.p.A. | Trade receivables | 30,000 | 15,000 |
| ClubTre S.p.A. | Revenues | 25,000 | 25,000 |
| ClubTre S.p.A. | Trade receivables | 25,000 | 25,000 |
| Clubitaly S.p.A. | Revenues | 15,000 | 15,000 |
| Clubitaly S.p.A. | Trade receivables | 15,000 | 15,000 |
| Clubitaly S.p.A. | Financial receiables | 322,422 | 430,496 |
| Gruppo IPG Holding S.p.A. | Revenues | 15,000 | 15,000 |
| Gruppo IPG Holding S.p.A. | Trade receivables | 15,000 | 15,000 |
| TIP-pre IPO S.p.A. | Revenues | 251,061 | 250,621 |
| TIP-pre IPO S.p.A. | Trade receivables | 125,530 | 250,621 |
| Services provided to companies related to the Board of Directors | Revenues | 902,774 | 500 |
| Services provided to companies related to the Board of Directors | Trade receivables | 9,320 | 500 |
| Services received by companies related to the Board of Directors | Costs (services received) | 4,535,243 | 7,219,796 |
| Services received by companies related to the Board of Directors | Trade payables | 4,260,243 | 6,944,796 |
The services provided for all the above listed parties were undertaken at contractual terms and conditions in line with the market.
Related party transactions were not significant in terms of overall company operations and therefore, considering also the disclosure provided in these notes, the requirements for their separate indication in the financial statements in order to understand better the financial and equity position, comprehensive income and cash flows were not considered to exist.
With reference to the subsequent events, reference should be made to the Directors' Report.
The TIP Group adopts the provisions of the new version of the Self-Governance Code published by Borsa Italiana as its corporate governance model.
The Corporate Governance and Ownership Structure Report for the year is approved by the Board of Directors and published annually on the website of the company www.tipspa.it, in the "Corporate Governance" section.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, September 11, 2018
of the administrative and accounting procedures for the condensed consolidated half-year financial statements at June 30, 2018.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer
Milan, September 11, 2018
| Balance at 1.1.2018 | increases | decreases | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in Euro | No. of | historic | fair value | increases write-downs book value acquisition or | reclass. | fair value | decreases | fair value | reversal of FV book value | ||||
| shares | cost adjustments (decreases) | P&L | fair value subscription | increase | decreases for capital gain realised | 30.6.2018 | |||||||
| Non-listed companies | |||||||||||||
| Azimut Benetti S.p.A. | 737,725 | 38,990,000 | 0 | 38,990,000 | (7,312,229) | 31,677,771 | |||||||
| Roche Bobois S.A. | 0 | 29,689,345 | 9,943,310 | 39,632,655 | 36,082,885 | (29,689,345) | (46,026,195) | 0 | |||||
| Other equity instr. & other minor | 1,441,041 | 858,380 | 2,299,421 | 62,500 | 1,421,564 | 3,783,485 | |||||||
| Total non-listed companies | 70,120,386 | 9,943,310 | 858,380 | 0 | 80,922,076 | 62,500 | 0 | 37,504,449 | (29,689,345) | (7,312,229) | (46,026,195) | 35,461,256 | |
| Listed companies | |||||||||||||
| Alkemy S.p.A. | 425,000 | 284,672 | 4,993,828 | 5,278,500 | (297,500) | 4,981,000 | |||||||
| Amplifon S.p.A. | 6,038,036 | 34,884,370 | 55,444,896 | (12,800,884) | 77,528,382 | 29,707,137 | 107,235,519 | ||||||
| Digital Magics S.p.A. | 1,684,719 | 4,925,191 | 3,370,385 | 4,996,857 | 13,292,433 | (1,364,622) | 11,927,811 | ||||||
| Ferrari N.V. USD | 304,738 | 14,673,848 | 11,965,635 | 26,639,483 | 8,651,885 | 35,291,368 | |||||||
| Fiat Chrysler Automobiles N.V. | 0 | 16,625,205 | 3,995,042 | (9,497,387) | 11,122,860 | 3,239,242 | (7,127,818) | (7,234,284) | 0 | ||||
| Fiat Chrysler Automobiles N.V. USD | 1,576,000 | 17,656,453 | 13,238,521 | 30,894,974 | 4,449,607 | (4,258,487) | (5,549,432) | 25,536,662 | |||||
| Hugo Boss AG | 978,000 | 77,681,983 | (13,741,712) | 5,439,049 | 69,379,320 | 6,669,960 | 76,049,280 | ||||||
| Moncler S.p.A. | 2,150,000 | 92,368,016 | 46,873,007 | (21,923,951) | 117,317,072 | 41,206,128 | (36,775,141) | (37,898,059) | 83,850,000 | ||||
| Prysmian S.p.A. | 500,000 | 0 | 13,148,275 | (2,483,275) | 10,665,000 | ||||||||
| Servizi Italia S.p.A. | 548,432 | 2,938,289 | 1,977,770 | 0 | (1,241,564) | 3,674,495 | 0 | (1,151,708) | 2,522,787 | ||||
| Other listed companies | 15,375,538 | 852,491 | 406,006 | (9,205,161) | 7,428,874 | 5,064,131 | 372,152 | (1,575,400) | 11,289,757 | ||||
| Total listed companies | 277,128,893 | 124,260,707 | (28,386,482) | (10,446,725) | 362,556,393 | 18,212,406 | 0 | 94,296,112 | (48,161,446) | (6,872,506) | (50,681,775) | 369,349,185 | |
| Total investments | 347,249,279 | 134,204,017 | (27,528,102) | (10,446,725) | 443,478,469 | 18,274,906 | 0 | 131,800,561 | (77,850,791) | (14,184,735) | (96,707,970) | 404,810,441 |
| Attachment 2 - Changes in associated companies measured under the equity method |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in Euro | No. of shares |
historic cost |
write | revaluations backs (write-downs) |
share of results as per equity method |
shareholder loan capital advance |
increase (decrease) othe reserves |
decreases o r restitution |
increase (decrease) fair value reserve |
Book value at 31.12.2017 |
| Asset Italia S.p.A. | 20.000.000 (1) | 49,900,000 | 355,949 | 298,494 | 353,332 | 50,907,775 | ||||
| Be Think, Solve, Execute S.p.A. | 31,582,225 | 16,596,460 | 1,742,159 | 110,973 | (871,681) | (371,156) | 17,206,755 | |||
| ClubItaly S.r.l. | 31,197 | 37,436,400 | (181,956) | (226,982) | 26,197,191 | 63,224,653 | ||||
| Clubtre S.p.A. | 29,544 | 17,500 | 27,433,234 | 41,948,846 | (47,871,387) | 53,684,704 | 75,212,897 | |||
| Gruppo IPG Holding S.r.l. | 67,348 | 40,589,688 | 5,010,117 | (7,597,729) | 35,362,517 | (10,555,332) | (2,472,406) | (1,016,945) | 59,319,910 | |
| Roche Bobois S.A. | 3,785,777 | 0 | 0 | |||||||
| Tip-Pre Ipo S.p.A. | 942,854 | 21,571,436 | 6,395,181 | 2,511,327 | 30,477,944 | |||||
| Other Associated companies | 500,000 | 46,218 | 237,640 | 783,858 | ||||||
| Total | 166,611,484 | 5,010,117 | (7,733,467) | 71,299,698 | 41,948,846 | (10,145,865) | (51,215,474) | 81,358,453 | 297,133,792 |
(1) Tracking shares not included
| Book value | decreases | Book value | |||||||
|---|---|---|---|---|---|---|---|---|---|
| in Euro | at 31.12.2017 | Purchases | share of results as per equity method |
increase (decrease) FVOCI reserve without reversal to P/L with reversal to P/L |
increase (decrease) FVOCI reserve |
increase (decrease) other reserves |
(decrementi) o restituzioni |
(svalutazioni) rivalutazioni |
at 30.6.2018 |
| Asset Italia S.p.A. | 50,907,775 | 36,297,441 | (1,801,650) | 6,056,761 | 206,771 | 91,667,098 | |||
| Be Think, Solve, Execute S.p.A. | 17,206,755 | 946,727 | (56,540) | (175,880) | (631,643) | 17,289,419 | |||
| ClubItaly S.r.l. | 63,224,653 | (77,174) | 63,147,479 | ||||||
| Clubtre S.p.A. | 75,212,897 | 1,360,886 | (21,775,954) | (13,795) | 54,784,034 | ||||
| Gruppo IPG Holding S.r.l. | 59,319,910 | 7,262,893 | 246,713 | (1,522,558) | (1,449,905) | 63,857,053 | |||
| Roche Bobois S.A. | 0 | 75,715,541 | 75,715,541 | ||||||
| Tip-Pre Ipo S.p.A. | 30,477,944 | 836,094 | 50,698 | 65,315 | 31,430,051 | ||||
| Other Associated companies | 783,858 | (77,219) | 706,639 | ||||||
| Total | 297,133,792 | 112,012,982 | 8,450,557 | (15,719,193) | 433,847 | (1,633,123) | (2,081,548) | 0 | 398,597,314 |
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