Earnings Release • May 16, 2017
Earnings Release
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2017 first quarter consolidated interim report
(translation from the italian original which remains the definitive version)
| Corporate Boards | 3 |
|---|---|
| Interim Directors' Report | 4 |
| Consolidated Interim Report | |
| Financial Statements Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Statement of changes in consolidated shareholders' equity |
9 |
| Explanatory notes to the 2017 first quarter consolidated interim report |
13 |
| Attachments Declaration of the Executive Officer for Financial Reporting Changes in AFS financial assets measured at fair value Changes in associates valued under the equity method |
23 |
| Emanuele Cottino | Chairman |
|---|---|
| Paola Galbiati | Standing Auditor |
| Andrea Mariani | Standing Auditor |
| Laura Visconti | Alternate Auditor |
| Fabio Pasquini | 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
The Tamburi Investment Partners Group (hereafter "TIP Group") in the first quarter 2017 reports a pre-tax consolidated profit of approximately Euro 17.3 million, compared to approximately Euro 2.7 million in the first quarter 2016.
The profit in the first quarter 2017 benefitted - for approximately Euro 19.9 million - from the share of the capital gain on the sale of Prysmian S.p.A. shares by the associated company Clubtre S.p.A. ("Clubtre") in January 2017. Clubtre, held 43.28% by TIP on a fully diluted basis, sold 4 million shares in Prysmian S.p.A., corresponding to 1.85% of the share capital, for a total value of Euro 97.6 million, before commissions. This operation represented a partial realisation of the significant investment made in 2010 and Clubtre remains a significant shareholder in Prysmian with over 4% of the capital.
In the first months of 2017, taking into account the additional FCA shares received by TIP following the conversion of the FCA converting bond in December 2016, TIP partially reduced for approximately 25% - the position in FCA shares, realising a capital gain of approximately Euro 900 thousand.
Advisory revenues in the quarter amount to Euro 1.5 million compared to approximately Euro 1.2 million in the first quarter 2016, while operating costs were in line with the first quarter of 2016, with the exception of executive director costs which, as linked to the company's performance increased on the same period of the previous year, principally due to the profit reported in the first quarter 2017.
Consolidated equity exceeded Euro 499 million with further growth on Euro 437 million at December 31, 2016 – a year which reported exceptional results for TIP; the increase in equity derives, in addition to the gains already mentioned, also from the significant increase in the value of investments recognised at fair value.
Against the backdrop of strong Italian and European equity markets, the results in the first quarter already communicated by some of the investees, as well as the results for the year 2016, contributed to further rises in equity prices which, implicitly confirming the value of the investments, resulted in the increase in their fair value.
Amplifon in the first quarter 2017 reported consolidated revenues of Euro 296.1 million, up 16.3% on the same period of 2016 and further expansion of the network with 203 new DOS, including boutiques and shop-in-shops. The EBITDA was Euro 40.9 million, growth of 20.2%.
BE in the first quarter reported total revenues of approximately Euro 31.2 million, with an EBITDA of Euro 4.4 million (+5%) and an EBITDA margin of more than 14% on revenues growing compared to 13% in the same period of the previous year.
In March 2017, the investee Digital Magics completed a share capital increase for approximately Euro 5 million, with the issue of 1,232,459 shares. TIP, already the largest shareholder with a stake of approximately 18%, subscribed to its share of the capital increase for approximately Euro 900 thousand, together with a further 76,883 unopted shares for a value of Euro 310 thousand. Digital Magics in 2016 reported a loss of Euro 3.2 million.
FCA in the first quarter 2017 reported record results with net revenues of Euro 27.7 billion, up 4% on the first quarter 2016 and an adjusted EBIT of approximately Euro 1.5 billion, growth of 11%.
Ferrari not only announced its best first quarter results of ever with shipments and revenues growing respectively 6.4% and 21.5% compared to the first quarter 2016, but also results well ahead of estimates. The adjusted EBIT, amounting to Euro 177 million, improved 46%.
Interpump in the quarter reported consolidated revenues of approximately Euro 273 million, up 20% on the first quarter of 2016, with an EBITDA of approximately Euro 63 million, growth of 32%. On March 20, 2017, the company Gruppo IPG Holding S.p.A., held 33.719% by TIP (net of treasury shares), acquired - through an off-market transaction - 2,000,000 Interpump ordinary shares; following this transaction, Gruppo IPG Holding owns 25,406,799 Interpump shares, equal to 23.33% of the share capital (23.82% net of treasury shares).
In the first quarter of 2017, the Moncler Group reported consolidated revenues of Euro 276.2 million, an increase of 16% on Euro 237.3 million in the first quarter 2016. The growth in revenues was across all markets and distribution channels.
Prysmian continues to maintain its leadership position within its markets and is capable of generating very strong margins. The adjusted EBITDA in the first quarter 2017 amounted to Euro 154 million, an increase of 2.5% on the same period of 2016.
Hugo Boss in the first quarter 2017 reported revenues of Euro 651 million, an increase of 1% on the same period of 2016, and an adjusted EBITDA of Euro 97.4 million, with an increase also in the margin compared to the first quarter of 2016.
The first quarter of the year (half-year for Azimut-Benetti) was in line with expectations for Eataly, Furla, Talent Garden, Roche Bobois and for the other investments.
The investments in iGuzzini, Beta Utensili and AAA made by TIPO also report good performances.
iGuzzini in 2016 reports revenue and margin growth and strong cash generation.
Beta Utensili in 2016 report further growth by the Group, with net revenues of approximately Euro 130 million and an adjusted EBITDA of approximately Euro 26 million.
At March 31, 2017, TIP Group consolidated net debt totalled Euro 172.7 million (largely medium-term) – also taking into account the TIP 2014-2020 bond – but without considering the non-current financial assets, considered by management as liquidity available in the short-term – reducing on Euro 199.2 million at December 31, 2016.
The investment activity of TIP continued in the first quarter of 2017 with the above-mentioned subscription of the capital increase in Digital Magics and the agreement signed in March 2017 by Asset Italia 1 (special purpose vehicle set up by Asset Italia for the deal) with the shareholders of Alpitour to subscribe a capital increase of approximately Euro 120 million. The transaction has the objective to provide Alpitour with financial resources to accelerate growth, including through further acquisitions, consolidation and partnerships in Italy and abroad, in line with business plans which involve a greater leadership role in the sector, including in the international arena. Following the transaction Asset Italia will hold 32.67% of the share capital and an important governance role in the group. 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) and in 2016 reported consolidated revenues of over Euro 1.1 million, growth in all divisions and an EBITDA of approximately Euro 36 million. TIP will hold approximately 30.91% of the tracking shares related to Asset Italia 1, with an investment of over Euro 37 million.
The exceptional results in 2016, the important transactions in the first quarter of 2017 and the strong investment portfolio, with aggregated investments including club deals of just under Euro 2 billion - calculated considering the consensus on the listed holdings - saw TIP's share price report strong growth again in 2017, above many market indices.
The TIP share price in fact grew 44% between December 31, 2016 and May 5, 2017 and the price of the TIP 2015-2020 Warrant grew 142%, compared to +12% for the FTSE MIB and +29% for the IT Star in the same period.
The usual five-year TIP share chart at May 5, 2017 highlights a very strong performance of the TIP share, improving 231.2%; the total return for TIP shareholders over the five years was 257.8% annual average of 51.6%.
Considering the nature of TIP's business activities, the above-mentioned figures for the first three months of 2017, both in relation to the income statement and balance sheet, are not necessarily indicative of the results on an annual basis. In particular, the results are significantly impacted by the realisation of capital gains deriving from the sale of investments which may arise in differing periods during the year.
The transactions with related parties are detailed in note (19).
There were no other significant events than those described in the report.
The deals realised in the first months of 2017 demonstrate that TIP Group continues to keep an high level of dynamism, achieving good results and continuing to growth confirming itself in the role – through employing a unique business model in Italy - of entrepreneurial partner and financial backer for outstanding companies willing to grow and/or resolve governance issues and always with a view to business development.
The results achieved by the TIP Group in 2016, clearly closely related to the realisation of significant investments to be repeated will depend on market performances and opportunities which will arise in the future.
The treasury shares held in portfolio at March 31, 2017 amounted to 1,449,498, equal to 0.981% of the share capital. At the present date, treasury shares in portfolio total 1,439,498, equal to 0.974% of the share capital.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, May 11, 2017
| (in Euro) | Three months ended March, 31, 2017 |
Three months ended March, 31, 2016 |
Note |
|---|---|---|---|
| Revenue from sales and services | 1,521,791 | 1,171,927 | 4 |
| Other revenues | 26,614 | 24,804 | |
| Total revenues | 1,548,405 | 1,196,731 | |
| Purchases, service and other costs | (526,459) | (439,749) | 5 |
| Personnel expenses | (3,700,458) | (1,235,049) | 6 |
| Amortisation, depreciation & write-downs | (19,343) | (43,703) | |
| Operating profit/(loss) | (2,697,855) | (521,770) | |
| Financial income | 1,614,365 | 16,832,996 | 7 |
| Financial charges | (1,672,271) | (13,257,342) | 7 |
| Profit before adjustments to investments | (2,755,761) | 3,053,884 | |
| Share of profit/(loss) of associates measured | |||
| under the equity method | 20,081,575 | 495,260 | 8 |
| Adjustments to available-for-sale financial | |||
| assets | - | (850,800) | |
| Profit before taxes | 17,325,814 | 2,698,344 | |
| Current and deferred taxes | 1,203,650 | (595,514) | |
| Profit | 18,529,464 | 2,102,830 | |
| Profit attributable to the shareholders of the | |||
| parent | 18,537,975 | 2,180,885 | |
| Profit attributable to minority interests | (8,511) | (78,055) | |
| Basic earnings per share | 0.13 | 0.01 | 15 |
| Diluted earnings per share | 0.10 | 0.01 | |
| Number of shares in circulation | 146,349,989 | 146,697,125 |
| (in Euro) | Three months ended March, 31, 2017 |
Three months ended March, 31, 2016 |
Note |
|---|---|---|---|
| Income and charges recorded directly to equity |
|||
| Income through P&L | 14 | ||
| Increase/(decrease) in non-current AFS | |||
| financial assets | 61,201,534 | (514,180) | |
| Unrealised profit/(loss) | 68,099,283 | (100,768) | |
| Tax effect | (6,897,749) | (413,412) | |
| Increase/(decrease) in investees | |||
| measured under the equity method | (17,552,492) | (6,998,136) | |
| Unrealised profit/(loss) | (17,552,492) | (6,998,136) | |
| Tax effect | - | - | |
| Increase/(decrease) AFS current | |||
| financial assets | - | (135,917) | |
| Unrealised profit/(loss) | - | (196,696) | |
| Tax effect | - | 60,779 | |
| Income/(loss) not through P&L | |||
| Employee benefits | - | - | |
| Other changes | 111,207 | (425,621) | |
| Total income and charges recorded directly to equity |
43,760,249 | (8,073,854) | |
| Profit | 18,529,464 | 2,102,830 | |
| Total income and charges recorded | 62,289,713 | (5,971,024) | |
| Total income and charges attributable to the | |||
| shareholders of the parent | 62,298,224 | (15,848,145) | |
| shareholders of the parent | 62,298,224 | (15,848,145) |
|---|---|---|
| Total income and charges attributable to minority interests |
(8,511) | 9,877,121 |
| (in Euro) | March 31, 2017 | December 31, 2016 | Note |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 157,898 | 170,589 | |
| Goodwill | 9,806,574 | 9,806,574 | |
| Other intangible assets | 2,307 | 4,626 | |
| Associated measured under the equity method | 204,154,404 | 235,559,227 | 9 |
| AFS financial assets | 435,032,131 | 374,267,042 | 10 |
| Financial receivables | 36,079,252 | 33,751,593 | 11 |
| Tax receivables | 161,431 | 136,116 | |
| Deferred tax assets | 3,588,419 | 2,143,389 | |
| Total non-current assets | 688,982,416 | 655,839,156 | |
| Current assets | |||
| Trade receivables | 1,621,252 | 957,977 | |
| Current financial receivables | 491,290 | 483,136 | 11 |
| Current financial assets | 182,701 | 182,701 | |
| AFS financial assets | 0 | 0 | |
| Cash and cash equivalents | 420,478 | 1,286,769 | 12 |
| Tax receivables | 43,100 | 336,373 | |
| Other current assets | 269,185 | 272,800 | |
| Total current assets | 3,028,006 | 3,519,756 | |
| Total Assets | 692,010,422 | 659,358,912 | |
| Equity | |||
| Share capital | 76,855,733 | 76,855,733 | 13 |
| Reserves | 278,721,088 | 234,969,155 | 14 |
| Retained earnings | 108,464,347 | 56,977,958 | |
| Result of the parent | 18,537,975 | 51,486,389 | 15 |
| Total equity attributable to the shareholders of the | |||
| parent | 482,579,143 | 420,289,235 | |
| Equity attributable to minority interests | 16,778,958 | 16,787,469 | |
| Total equity | 499,358,101 | 437,076,704 | |
| Non-current liabilities | |||
| Post-employment benefits | 280,987 | 271,667 | 16 |
| Financial payables | 133,842,106 | 133,752,298 | 17 |
| Deferred tax liabilities | 10,217,555 | 3,078,424 | |
| Total non-current liabilities | 144,340,648 | 137,102,389 | |
| Current liabilities | |||
| Trade payables | 539,579 | 550,303 | |
| Current financial liabilities | 39,920,859 | 67,380,277 | 18 |
| Tax payables | 3,829,025 | 429,039 | |
| Other liabilities | 4,022,210 | 16,820,200 | |
| Total current liabilities | 48,311,673 | 85,179,819 | |
| Total liabilities | 192,652,321 | 222,282,208 | |
| Total equity & liabilities | 692,010,422 | 659,358,912 |
in Euro
| Share | Share | Legal Extraordinary | Revaluation | Treasury | Other | IFRS Merger | Retained | Result | Net Equity Net Equity | Result | Net Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| capital premium | reserve | reserve | reserve | shares | reserves | reserve surplus | earnings for the period | shareholders | minorities for the period | ||||||
| reserve | AFS Financial | reserve | business | shareholders | of parent | minorities | |||||||||
| assets | combination | of parent | |||||||||||||
| At January 1, 2016 consolidated | 76,853,713 113,531,528 | 14,921,969 | 0 | 90,819,062 (1,843,381) | (953,192) | (483,655) 5,060,152 | 41,139,559 | 25,233,887 | 364,279,642 | 85,301,478 (238,635) | 449,342,486 | ||||
| Change in fair value of financial assets | |||||||||||||||
| available-for-sale | (10,469,356) | (10,469,356) | 9,955,176 | (514,180) | |||||||||||
| Change in fair value of associates measured at equity | (6,998,136) | (425,621) | (7,423,757) | (7,423,757) | |||||||||||
| Change in fair value of current financial assets | (135,917) | (135,917) | (135,917) | ||||||||||||
| Employee benefits | 0 | 0 | |||||||||||||
| Other changes | 0 | 0 | |||||||||||||
| Total income and charges recorded directly to equity | (17,603,409) | (425,621) | (18,029,030) | 9,955,176 | (8,073,854) | ||||||||||
| Profit (loss) first quarter 2016 | 2,180,885 | 2,180,885 | (78,055) | 2,102,830 | |||||||||||
| Total statement of comprehensive income | (17,603,409) | 2,180,885 | (15,848,145) | (78,055) | (5,971,024) | ||||||||||
| Transfer to equity revaluation reserve | 0 | 0 | |||||||||||||
| Allocation profit 2015 | 25,233,887 | (25,233,887) | 0 | (238,635) | 238,635 | 0 | |||||||||
| Other changes | 0 | 0 | |||||||||||||
| Distribution of dividends | 0 | 0 | |||||||||||||
| Warrant conversion | 0 | 0 | |||||||||||||
| Acquisition of treasury shares | (1,661,678) | (1,661,678) | (1,661,678) | ||||||||||||
| Sale of treasury shares | 0 | 0 | |||||||||||||
| At March 31, 2016 consolidated | 76,853,713 113,531,528 | 14,921,969 | 0 | 73,215,653 (3,505,059) (1,378,813) | (483,655) 5,060,152 | 66,373,446 | 2,180,885 | 346,769,819 | 95,018,019 | (78,055) | 441,709,783 |
| 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 | 61,201,534 | 61,201,534 | 61,201,534 | ||||||||||
| Change in fair value of associates measured at equity | (17,552,492) | 111,207 | (17,441,285) | (17,441,285) | |||||||||
| Change in fair value of current financial assets | 0 | 0 | |||||||||||
| Employee benefits | 0 | 0 | |||||||||||
| Other changes | 0 | 0 | |||||||||||
| Total income and charges recorded directly to equity | 43,649,042 | 111,207 | 43,760,249 | 0 | 43,760,249 | ||||||||
| Profit (loss) first quarter 2017 | 18,537,975 | 18,537,975 | (8,511) | 18,529,464 | |||||||||
| Total statement of comprehensive income | 43,649,042 | 18,537,975 | 62,298,224 | (8,511) | 62,289,713 | ||||||||
| Transfer to equity revaluation reserve | 0 | 0 | |||||||||||
| Allocation profit 2016 | 51,486,389 | (51,486,389) | 0 | 34,146,981 (34,146,981) | 0 | ||||||||
| Other changes | 0 | 0 | |||||||||||
| Distribution of dividends | 0 | 0 | |||||||||||
| Warrant conversion | 0 | 0 | |||||||||||
| Acquisition of treasury shares | (147,966) | (147,966) | (147,966) | ||||||||||
| Sale of treasury shares | 22,802 | 230,423 | (113,575) | 139,650 | 139,650 | ||||||||
| At March 31, 2017 consolidated | 76,855,733 113,567,034 | 15,370,743 | 0 | 139,827,468 (4,771,397) 10,264,318 | (483,655) 5,060,152 108,464,347 | 18,537,975 | 482,579,143 | 16,787,469 | (8,511) | 499,358,101 |
The TIP Group is an independent investment/merchant bank focused on Italian medium-sized companies, with a particular involvement in:
The parent company TIP was incorporated in Italy as a limited liability company and with registered office in Italy.
The company was listed in November 2005 and on December 20, 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP S.p.A. ordinary shares.
This 2017 first quarter consolidated interim report was approved by the Board of Directors on May 11, 2017.
The 2017 first quarter consolidated interim report was prepared on a going concern basis and in accordance with the accounting policies adopted in the consolidated financial statements at December 31, 2016.
The report comprises the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in shareholders' equity and the explanatory notes, together with the Directors' Report. The financial statements were prepared in units of Euro, without decimal amounts.
The 2017 first quarter consolidated interim report, pursuant to Article 82 of the Issuers' Regulation was prepared in condensed format, in accordance with the standard, and therefore does not contain all the disclosures required for annual financial statements.
The consolidated income statement and statement of comprehensive income for the period to March 31, 2016 and the consolidated balance sheet at December 31, 2016 were utilised for comparative purposes.
The consolidated interim report at March 31, 2017 was not audited.
The consolidation scope includes the parent TIP - Tamburi Investment Partners S.p.A. and the
companies over which it exercises direct or indirect control. An investor controls an entity in which an investment has been made when exposed to variable income streams or when possessing rights to such income streams based on the relationship with the entity, and at the same time has the capacity to affect such income steams through the exercise of its power. Subsidiaries are consolidated from the date control is effectively transferred to the Group, and cease to be consolidated from the date control is transferred outside the Group.
At March 31, 2017, the consolidation scope included the companies TXR S.r.l. and Clubuno S.r.l.
The details of the subsidiaries were as follows:
| Company | Registered office | Share capital | Holding |
|---|---|---|---|
| Clubuno S.r.l. | Milan | 10,000 | 100% |
| TXR S.r.l. | Milan | 100,000 | 51.00% |
The consolidation of the subsidiaries is made on the basis of the respective financial statements of the subsidiaries, adjusted where necessary to ensure uniform accounting policies with the Parent Company.
All inter-company balances and transactions, including any unrealised gains deriving from transactions between Group companies are fully eliminated. Unrealised losses are eliminated except when they represent a permanent impairment in value.
The choices adopted by the Group relating to the presentation of the consolidated financial statements are illustrated below:
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 consolidated financial statements only details on the performance of the "revenues from sales and services" component is provided, related to the sole activity of advisory, excluding therefore the account "other revenues".
| Euro | Three months ended March, 31, 2017 |
Three months ended March, 31, 2016 |
|---|---|---|
| Revenue from sales and services | 1,521,791 | 1,171,927 |
| Total | 1,521,791 | 1,171,927 |
The account comprises:
| Euro | Three months ended | Three months ended | |
|---|---|---|---|
| March, 31, 2017 | March, 31, 2016 | ||
| 1. | Services | 375,538 | 311,585 |
| 2. | Rent, leasing and similar costs | 88,795 | 89,088 |
| 3. | Other charges | 62,126 | 39,076 |
| Total | 526,459 | 439,749 |
Service costs mainly relate to professional and legal consultancy, general expenses and commercial expenses. They include Euro 13,500 of audit fees and Euro 16,063 emoluments paid to the Board of Statutory Auditors and the Supervisory Board.
Other charges principally include non-deductible VAT.
These costs include "Salaries and wages" and "Director's fees" both in terms of the fixed and variable components matured in the period.
The account comprises:
| Euro | Three months ended | Three months ended | |
|---|---|---|---|
| March, 31, 2017 | March, 31, 2016 | ||
| 1. | Investment income | 944,819 | 15,978,212 |
| 2. | Income from securities recorded in current | 0 | 731,968 |
| assets | |||
| Other income | 669,546 | 122,816 | |
| Total financial income | 1,614,365 | 16,832,996 | |
| 3. | Interest and other financial charges | (1,672,271) | (13,257,342) |
| Total financial charges | (1,672,271) | (13,257,342) | |
| Net financial income | (57,906) | 3,575,654 |
| Three months ended | Three months ended | |
|---|---|---|
| Euro | March, 31, 2017 | March, 31, 2016 |
| Gain on Ferrari N.V. shares | 0 | 15,960,812 |
| Other income and gains on sale of investments | 944,819 | 17,500 |
| Total | 944,819 | 15,978,212 |
In the first quarter 2017, the gains relate to the sale of the following investments:
| 913,683 |
|---|
| 31,136 |
| 944,819 |
The first quarter of 2016 was impacted by the effect of the recognition of the value of the Ferrari shares received following the spin-off from FCA as income in the P&L (Euro 16 million) and the related negative change in the market value of the FCA convertible loan for approximately Euro 11 million recorded under financial charges.
| Euro | Three months ended | Three months ended |
|---|---|---|
| March, 31, 2017 | March, 31, 2016 | |
| Interest on securities in current assets | 0 | 536,497 |
| Gain on sale of securities | 0 | 195,471 |
| Total | 0 | 731,968 |
| Euro | Three months ended March, 31, 2017 |
Three months ended March, 31, 2016 |
|---|---|---|
| Unrealised losses on securities (IFRS effect on | ||
| FCA convertible loan) | 0 | 11,243,767 |
| Interest on bonds | 1,318,319 | 1,682,133 |
| Other | 353,952 | 331,442 |
| Total | 1,672,271 | 13,257,342 |
"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 comprises:
| Euro | Three months ended | Three months ended |
|---|---|---|
| March, 31, 2017 | March, 31, 2016 | |
| Asset Italia S.p.A. | (5,407) | 0 |
| BE S.p.A. | 261,463 | 237,079 |
| Clubitaly S.p.A. | (28,021) | (30,311) |
| Clubtre S.r.l. | 19,680,210 | (207,293) |
| Gatti & Co. Gmbh | 58,805 | 0 |
| Gruppo IPG Holding S.p.A. | 0 | 131,000 |
| TIP -Pre-IPO – TIPO S.p.A. | 114,525 | 364,785 |
| Total | 20,081,575 | 495,260 |
For further details, reference should be made to note 9 "Associates measured under the equity method" and attachment 2.
| Euro | March 31, 2017 | December 31, 2016 |
|---|---|---|
| Investments in associates | 204,154,404 | 235,559,227 |
| Total | 204,154,404 | 235,559,227 |
(9) Associates measured under the equity method
The investments in associates refer to:
For the changes in the investments in associated companies reference should be made to attachment 2.
The financial assets refer to minority investments in listed and non-listed companies.
| Euro | March 31, 2017 | December 31, 2016 |
|---|---|---|
| Investments in listed companies | 360,015,090 | 299,610,001 |
| Investments in non-listed companies | 75,017,041 | 74,657,041 |
| Total | 435,032,131 | 374,267,042 |
The changes in the investments measured at fair value are shown in Attachment 1.
The TIP Group, through TXR S.r.l., currently holds 38.34% of Furn Investment S.a.s., a company which holds approximately 99% of Roche Bobois Group S.p.A.
This investment, at March 31, 2017, 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 Furn Investment S.a.s. 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 available for sale.
| Euro | March 31, 2017 | December 31, 2016 |
|---|---|---|
| Non-current loans | 36,079,252 | 33,751,593 |
| Total | 36,079,252 | 33,751,593 |
Financial receivables calculated at amortised cost refer to:
The interest matured on loans which will be received within one year are classified in the account current financial receivables.
The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.
| Euro | March 31, 2017 | December 31, 2016 |
|---|---|---|
| Bank deposits | 414,635 | 1,281,871 |
| Cash in hand and similar | 5,843 | 4,898 |
| Total | 420,478 | 1,286,769 |
The composition of the net financial position at March 31, 2017 compared with the net financial position at December 31, 2016 is illustrated in the table below.
| Euro | March 31, 2017 | December 31, 2016 | |
|---|---|---|---|
| A | Cash and cash equivalents | 420,478 | 1,286,769 |
| B | Current financial assets | 182,701 | 182,701 |
| C | Current financial receivables | 491,290 | 483,136 |
| D | Liquidity (A+B+C) | 1,094,469 | 1,952,606 |
| E | Financial payables | (133,842,106) | (133,752,298) |
| F | Current financial liabilities | (39,920,859) | (67,380,227) |
| G | Net financial position | (172,668,496) | (199,179,919) |
Financial payables mainly refer to the TIP 2014-2020 bond and a bank loan.
Current financial liabilities refer to bank payables and interest related to the bond loan matured and still not paid.
The share capital of TIP S.p.A. is composed of:
| Shares | Number |
|---|---|
| ordinary shares | 147,799,487 |
| Total | 147,799,487 |
At March 31, 2017, treasury shares in portfolio totalled 1,449,498, equal to 0.981% of the share capital.
| No. treasury shares at | No. of shares acquired | No. of shares sold | No. treasury shares at |
|---|---|---|---|
| January 1, 2017 | at March 31, 20172017 | at March 31, 2017 2017 | March 31, 2017 |
| 1,478,370 | 41,128 | 70,000 | 1,449,498 |
Additional information relating to equity at March 31, 2017:
Legal reserve This amounts to Euro 15,370,743.
The positive reserve amounts to Euro 139,827,468. This is an unavailable reserve as referring to the change in the fair value compared to the acquisition value of the investments in portfolio.
The changes in the non-current AFS financial assets valuation reserve, which represents the total of income and charges recognised directly through equity, is illustrated in the table below:
| Euro | Book value at 31.12.2016 |
Change | Book value at 31.3.2017 |
|
|---|---|---|---|---|
| Non-current AFS financial assets | 35,762,455 | 68,099,283 | 103,861,738 | |
| Investments measured under the equity method | 65,255,929 | (17,552,492) | 47,703,437 | |
| Tax effect | (2,554,819) | (6,897,749) | (9,452,568) | |
| Total | 98,463,565 | 43,649,042 | 142,112,607 | |
| of which: | ||||
| Group share | 96,178,426 | 43,649,042 | 139,827,468 | |
| minority interest share | 2,285,139 | 0 | 2,285,139 |
The table illustrates the implicit gains of the investments and of the current financial assets in the period which are recognised under equity in the account "Valuation reserve AFS financial assets".
For details of changes, reference should be made to attachment 1 and to note 10 (Non-current AFS financial assets) and attachment 2 and note 9 (Associates measured under the equity method).
For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.
The negative reserve amounts to Euro 4,771,397. This is a non-distributable reserve.
They amount to Euro 10,150,743 and refer for Euro 5,609,175 to the stock option plan reserve created following the allocation of options to employees and directors which will be settled through the equity settlement 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 108,464,347 and increased, compared to December 31, 2016, following the allocation of the 2016 net profit. The Shareholders' Meeting of April 28, 2017 subsequently approved the allocation of Euro 404 to the legal reserve, the distribution to shareholders of a dividend per share of Euro 0.069 and the carrying forward of the residual amount.
The reserve is negative and amounts to Euro 483,655, unchanged compared to December 31, 2016.
At March 31, 2017, the basic earnings per share – net profit divided by the number of shares in circulation at March 31, 2017 (146,349,989) taking into account treasury shares at the same date – was Euro 0.13.
At March 31, 2017, the diluted earnings per share was Euro 0.10. This represents the net profit for the period divided by the number of ordinary shares in circulation at March 31, 2017, calculated taking into account any dilution effects generated from the shares servicing the stock option plan and from the newly issued shares relating to the remaining warrants in circulation.
At March 31, 2017, the balance of the account related to the Post-Employment Benefit due to all employees of the company at the end of employment service. The liability was not updated based on actuarial calculations.
Financial payables of Euro 133,842,106 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 39,920,859 and principally comprise bank payables of the parent company of Euro 35,328,626 and interest on bonds for Euro 4,592,233.
The table reports the transactions with related parties during the year outlined according to the amounts, type and counterparties.
| Party | Type | Value/Balance March 31, 2017 |
Value/Balance March 31, 2016 |
|---|---|---|---|
| Asset Italia S.p.A. | Revenues | 251,523 | 0 |
| Asset Italia S.p.A. | Trade receivables | 251,523 | 0 |
| Betaclub S.r.l. | Revenues | 6,250 | 0 |
| Betaclub S.r.l. | Trade receivables | 6,250 | 0 |
| Clubitaly S.p.A. | Revenues | 7,500 | 7,500 |
| Clubitaly S.p.A. | Trade receivables | 7,500 | 7,500 |
| Clubitaly S.p.A. | Financial receivables | 221,550 | 0 |
| Clubtre S.p.A. | Revenues | 12,500 | 12,500 |
| Clubtre S.p.A. | Trade receivables | 12,500 | 12,500 |
| TIPO S.p.A. | Revenues | 125,531 | 125,000 |
| TIPO S.p.A. | Trade receivables | 125,531 | 125,000 |
| Services provided to companies related to the Board of Directors | Revenues from services | 502,739 | 9,070 |
| Services provided to companies related to the Board of Directors | Trade receivables | 30,553 | 9,070 |
| BE S.p.A. | Revenues | 15,000 | 15,000 |
| BE S.p.A. | Trade receivables | 15,000 | 15,000 |
| Gruppo IPG Holding S.p.A | Revenues | 7,500 | 7,500 |
| Gruppo IPG Holding S.p.A | Trade receivables | 7,500 | 7,500 |
| Gruppo IPG Holding S.p.A | Financial receivables | 2,090,579 | 0 |
| Services received from companies related to the Board of Directors | Costs (services received) |
1,553,538 | 461,698 |
| Payables for services received from companies related to the Board of Directors |
Other payables | 1,416,038 | 461,698 |
The services offered for all the above listed parties were undertaken at contractual terms and conditions in line with the market.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, May 11, 2017
ATTACHMENTS
Declaration of the Executive Officer for financial reporting as per Article 81-ter of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments and supplements.
of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended March 31, 2017.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer
Milan, May 11, 2017
| Balance at 1.1.2017 | increases | decreases | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in Euro | No. of | historic | fair value | increases | write-downs | book value acquisition or | reclass. | fair value | decreases | fair value | reversal write-downs | book value | ||
| shares | cost | adjustments | (decreases) | P&L | fair value subscription | increase | decreases | fair value | P&L | 31/03/2017 | ||||
| Non-listed companies | ||||||||||||||
| Azimut Benetti S.p.A. | 737,725 | 38,990,000 | 38,990,000 | 38,990,000 | ||||||||||
| Furn Invest S.a.S | 37,857,773 | 29,501,026 | 4,720,188 | 34,221,214 | 34,221,214 | |||||||||
| Talent Garden S.p.A. | 6,250 | 500,000 | 500,000 | 500,000 | ||||||||||
| Other equity instruments and other minor | 1,464,658 | 376,000 | (894,832) | 945,827 | 360,000 | 1,305,827 | ||||||||
| Total non-listed companies | 69,955,684 | 4,720,188 | 876,000 | (894,832) | 74,657,041 | 360,000 | 0 | 0 | 0 | 0 | 0 | 0 | 75,017,041 | |
| Listed companies | ||||||||||||||
| Amplifon S.p.A. | 9,538,036 | 34,884,370 | 51,434,856 | 86,319,226 | 0 | 21,460,581 | 0 | 0 | 0 | 0 | 107,779,807 | |||
| Digital Magics S.p.A. | 1,193,045 | 4,906,009 | (1,458,837) | 19,182 | 3,466,354 | 1,210,964 | 2,313,926 | 0 | 0 | 0 | 0 | 6,991,244 | ||
| Ferrari N.V. USD | 304,738 | 17,764,789 | 2,134,299 | (3,090,941) | 16,808,147 | 0 | 4,387,548 | 0 | 0 | 0 | 0 | 21,195,695 | ||
| Fiat Chrysler Automobiles N.V. | 800,000 | 16,625,205 | (1,548,105) | 15,077,100 | 0 | 3,018,016 | (8,981,433) | 0 | (913,683) | 0 | 8,200,000 | |||
| Fiat Chrysler Automobiles N.V. USD | 2,076,925 | 312,958 | 17,656,453 | 17,969,411 | 0 | 3,264,141 | 21,233,552 | |||||||
| Hugo Boss AG | 901,000 | 62,522,390 | (25,306,853) | 15,159,593 | 52,375,130 | 0 | 9,262,280 | 0 | 0 | 0 | 0 | 61,637,410 | ||
| M&C S.p.A. | 12,562,115 | 1,886,201 | 428,368 | (224,233) | 2,090,336 | 0 | 32,661 | 0 | 0 | 0 | 0 | 2,122,997 | ||
| Moncler S.p.A. | 5,898,354 | 5,131,776 | 92,368,016 | 97,499,791 | 0 | 23,593,417 | 0 | 121,093,208 | ||||||
| Monrif S.p.A | 12,658,232 | 11,374,782 | 220,253 | 0 | (9,205,161) | 2,389,874 | 0 | 370,886 | 0 | 0 | 0 | 2,760,760 | ||
| Servizi Italia S.p.A. | 548,432 | 2,938,289 | 265,566 | 0 | (1,241,564) | 1,962,290 | 0 | 341,124 | 0 | 0 | 0 | 0 | 2,303,414 | |
| Other listed companies | 5,235,080 | (572,149) | (308,594) | (701,995) | 3,652,342 | 300,010 | 1,043,032 | (223,735) | (43,510) | (31,136) | 4,697,003 | |||
| Total listed companies | 158,137,115 | 31,042,132 | 121,803,709 | (11,372,953) | 299,610,001 | 1,510,974 | 0 | 69,087,612 | (9,205,168) | (43,510) | (944,819) | 0 | 360,015,090 | |
| Total investments | 228,092,799 | 35,762,320 | 122,679,709 | (12,267,785) | 374,267,042 | 1,870,974 | 0 | 69,087,612 | (9,205,168) | (43,510) | (944,819) | 0 | 435,032,131 |
| Attachment 2 - | Changes in associates | measured under the equity method | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in Euro | No. of | historic | write- revaluations | share of | shareholder | decreases | increase | Balance at 1.1.2017 Book value |
share of results | decrementi increases (decreases) (write-downs) |
Book value at 31.3.2017 |
||||
| shares | cost | backs (write-downs) | results as per | loan capital | o r |
(decrease) | in accounts Purchases | Reclass. | as per | (decreases) or restitutions revaluations | |||||
| equity method | advance restitutions | fair value | equity method | fair value | |||||||||||
| Asset Italia S.p.A. | 2,400,000 | - | 126,688 | 2,273,312 | (5,407) | 2,267,905 | |||||||||
| BE S.p.A. | 31,582,225 | 16,596,460 | 954,434 | (404,264) | (371,156) | 16,775,474 | 261,463 | 111,207 | 17,148,144 | ||||||
| Clubitaly S.p.A. | 27,500 | 33,000,000 | (181,956) | (93,128) | 1,041,991 | 33,766,907 | (28,021) | 33,738,886 | |||||||
| Clubtre S.p.A. (1) | 42,000 | 17,500 | 6,731,798 | 41,948,846 | (9,276,498) | 63,245,806 | 102,667,452 | 19,680,210 | (18,523,137) | (34,045,113) | 69,779,412 | ||||
| Gatti & Co Gmbh | 10,700 | 275,000 | (19,131) | (1,133) | 254,736 | 58,805 | 313,541 | ||||||||
| Gruppo IPG Holding S.p.A. | 67,348 | 39,847,870 | 5,010,117 | (7,597,729) | 25,305,062 | (2,472,406) | (1,016,945) | 59,075,969 | 59,075,969 | ||||||
| Palazzari & Turries Limited | 90,000 | 225,000 | 65,349 | 95,458 | 385,807 | 385,807 | |||||||||
| Tip-Pre Ipo S.p.A. | 342,856 | 16,285,667 | 2,517,343 | (428,517) | 1,985,077 | 20,359,570 | 114,525 | 970,645 | 21,444,740 | ||||||
| Total | 108,647,497 | 5,010,117 | (7,733,467) | 35,383,146 | 41,948,846 (12,581,685) | 64,884,773 | 235,559,227 | 0 | 0 | 20,081,575 | (17,441,285) | (34,045,113) 0 |
204,154,404 |
(1) The change in the fair value refers to the change in the fair value of the investment in Prysmian S.p.A.
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