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Tamburi Investment Partners

Quarterly Report Nov 17, 2016

4242_10-k-afs_2016-11-17_df87df19-0ea8-44ba-84b2-97f4635a6c5e.pdf

Quarterly Report

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2016 Third Quarter Consolidated Interim Report tamburi investment partners group

(translation from the Italian original which remains the definitive version)

CONTENTS

Corporate Boards 3
Interim Directors' Report 4
Consolidated Interim Financial Statements
Financial Statements 9

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated statement of financial position

Statement of changes in consolidated shareholders' equity
Notes to the 2016 Third Quarter Consolidated Interim Report 13
Attachments 25

Declaration of the Executive Responsible

Changes in AFS financial assets measured at fair value

Changes in associates valued under the equity method

Corporate Boards

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

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

Board of Statutory Auditors

Emanuele Cottino Chairman
Paola Galbiati Standing Auditor
Andrea Mariani Standing Auditor
Laura Visconti Alternate Auditor
Fabio Pasquini Alternate Auditor

Independent Audit Firm

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 CFA and Self-Governance Code

Third Quarter 2016 Interim Directors' Report of the Tamburi Investment Partners Group

In the first nine months of 2016 Tamburi Investment Partners group (hereafter "TIP") revenues exceeded Euro 10 million, compared to Euro 2.5 million in the first 9 months of 2015, with financial income of Euro 110 million, compared to Euro 25.5 million in the same period of 2015 and consolidated profit before taxes of Euro 81.0 million, compared to Euro 19.9 million as at September 30, 2015. Consolidated net equity was over Euro 405 million, from Euro 449.3 million at December 31, 2015, after a down payment of Euro 78.4 million distributed to the minority shareholders of a subsidiary, in addition to a dividend distribution of approximately Euro 9 million.

In the first nine months of 2016 TIP, in addition to the significant increase in advisory revenues which include the fees related to the launch of Asset ItaliaS.p.A., achieved financial income of Euro 110.6 million compared to Euro 25.5 million in the same period of 2015 and incurred financial charges of over Euro 22 million, compared to Euro 7.5 million in as at September 30, 2015.

In particular, on July 28, 2016, in execution of the agreements signed on initial investment, the subsidiary Clubsette S.r.l. received a share allocation of 5.125% of Moncler S.p.A., previously held by Ruffini Partecipazioni S.r.l.; TIP, through this operation and excluding any subsequent sale of shares to third parties, generated an IFRS consolidated gain of approximately Euro 78 million. Subsequently, Clubsette S.r.l. was put into liquidation and in September and October 2016 distributed to its shareholders Moncler shares.

At present TIP still holds directly a stake of more than 2% in Moncler S.p.A..

The result for the period, as noted, was influenced by the spin-off of Ferrari from FCA, completed on January 4, 2016, following which Tamburi Investment Partners S.p.A. (hereafter "TIP S.p.A.") received 367,422 Ferrari shares, of which (i) 174,000 shares related to the 1,740,000 FCA shares held at December 31, 2015 and (ii) 193,422 shares in relation to the mandatory convertible FCA loan. These transactions, in accordance with IFRS, although theoretically not beneficial as not generating profit at that date, resulted in an effect equivalent to the distribution of dividends and therefore generated a gain to the income statement of approximately Euro 16 million, while a loss of Euro 13.8 million was incurred, equal to the difference between the market value of the FCA convertible loan as at December 31, 2015 and as at September 30, 2016.

The FCA shares booked in the financial statements as available-for-sale financial assets resulted in a decrease of the fair value reserve of approximately Euro 5.1 million.

As previously announced, the result for the period also benefitted from the capital gain on the sale of the investments in Bolzoni S.p.A. and Noemalife S.p.A. for a total of Euro 10.3 million.

The sale of the investment in Bolzoni S.p.A. to Yale Materials Handling Inc. was completed in April 2016, with a net capital gain for TIP of over Euro 6 million and gross income of over Euro 13 million. Yale Materials Handling had previously fully acquired Penta Holding S.r.l., the parent company with a 51% stake in Bolzoni, and promoted the consequent market buyout offer. The sale by TIP of the Bolzoni shares was executed prior to the market buyout offer.

In June 2016, the sale was completed of the investment in Noemalife S.p.A. to Dedalus S.p.A., with a net capital gain for TIP of Euro 4 million and gross income of approximately Euro 10 million. The operation was undertaken as part of the acquisition and integration of Noemalife by Dedalus. TIP, also to support the operation's funding, converted its receivable into a vendor loan from Dedalus Holding S.p.A for a total of Euro 9,269,552, with a thirty-month maturity at a rate of 9% annually.

On July 21, 2016 Asset Italia was established with the contribution, in addition to TIP, of approximately 30 family offices, for an endowment capital of Euro 550 million. Asset Italia will act as an investment holding and will give shareholders the opportunity to choose – every time that a proposal arises - the individual investments and to receive the shares of the specific class related to the investment subscribed. Asset Italia and TIP S.p.A. will combine within five years.

TIP holds 20% of Asset Italia, will undertake at least a pro-quota holding in all approved operations and provide its support for the identification, selection, valuation and execution of investment projects.

In relation to the Asset Italia project and the proposed merger, the Shareholders' Meeting of July 14, 2016 conferred a proxy to the Board of Directors, pursuant to Article 2443 of the Civil Code, to increase the share capital by a maximum amount of Euro 1,500,000,000 against payment via the issue of ordinary shares with the same characteristics as those outstanding, with exclusion of the option right pursuant to paragraph 4.1 of the Italian Civil Code, to service the contribution in kind of Asset Italia shares by the Asset Italia shareholders (except from TIP).

The Shareholders' Meeting also approved the proposal to eliminate the nominal value of TIP S.p.A. shares.

In the period TIP significantly increased the investment in Hugo Boss, holding more than 900,000 shares and reducing the average carrying price.

On September 30, 2016, TIP S.p.A. formalised the underwriting of 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. TIP will also be entitled to underwrite, on the stock market listing, an additional Euro 15 million of Furla shares under identical financial conditions which will be proposed to the market. On the stock market listing TIP may also subscribe and let third parties chosen by it subscribe a further share in the public offer within the "family & friends" tranche.

In relation to the subsidiary TIP-Pre IPO S.p.A. (hereafter "TIPO"), in January Roberto Ciceri and TIPO fully acquired the Beta Utensili S.p.A. Group ("Beta"), an international tools sector

leader. Beta is the undisputed leader in Italy in the distribution and production of high quality professional utensils; TIPO set up for this operation a dedicated club deal, with 15 co-investors, all Italian family office.

In June 2016 TIPO and members of the Guzzini family established GH S.r.l. in order to acquire 17.32% of the share capital of Fimag S.p.A., the parent company of iGuzzini S.p.A., in addition to holding other assets. TIPO's indirect stake in the iGuzzini's group was significantly increased through this operation, with the first tranche pay-out entirely funded through the sale on the market of AAA - Advanced Accelerator Applications shares, in which TIPO therefore maintains a small investment. Both the industrial and stock market performances of AAA continue to be very good.

A highly important aspect in more general terms, particularly given the current economic environment, is the continued excellent results generated by the main investees; indeed, both the Half-year 2016 results previously announced - which saw further and in some cases significant growth - and those for the first nine months point towards further growth - even on the record year of 2015.

TIP revenues in the period, in addition to the mentioned Asset Italia fees, therefore demonstrated the strength of normal advisory operations.

Costs were in line with preceding years, except for personnel and executive director fees, which are linked to company performance.

The related charge, including both a fixed component - although particularly the variable component - of employee and director's fees, significantly increased on the first nine months of 2015, obviously due both to the level of revenues and the profit before taxes.

Personnel expenses include, in addition, over Euro 4 million concerning the assignment of 2,500,000 options under the "2014 – 2021 TIP Incentive Plan".

At September 30, 2016, TIP consolidated net financial position totalled approximately Euro 200 million– also taking into account the partial convertible loan of Euro 40 million and the TIP 2014-2020 bond loan – but without considering the non-current AFS financial assets, considered by management as liquidity available in the short-term.

The principal difference from the consolidated net financial position at December 31, 2015 (approximately Euro 177.4 million) concerns the reduction in current financial assets of approximately Euro 34 million.

The TIP S.p.A. share in the period progressed well, outperforming nearly all the main Italian indices and was up approximately 10% at the end of October from the beginning of the year, while the FTSE MIB has lost in the same period approximately 20%.

The usual five-year TIP share chart (also at October 31, 2016) highlights the very strong performance of the TIP share, improving 157%; the total return for TIP shareholders over the five years was 176% (annual average of 35.2%).

RELATED PARTY TRANSACTIONS

Related party transactions are detailed in Note 22.

SUBSEQUENT EVENTS TO SEPTEMBER 30, 2016

In October, in addition to the mentioned distribution to the subsidiary Clubsette S.r.l.'s shareholders of Moncler shares, taking also into account the excellent performance of the share, TIP reduced its position in Ferrari, not due to a lack of faith in the tremendous potential of the company, but rather to obtain resources to fund investments more in line with TIP's general profile.

In addition, in October TIP finalised a further investment in Talent Garden S.p.A., the largest digital co-working network in Europe.

OUTLOOK

Considering the magnitude of the results for the first nine months, FY 2016 will be highly influenced by the operations already executed.

The search for targets in line with the level of excellence of the shareholdings already in portfolio will continue, mainly through the TIPO and Asset Italia projects.

TREASURY SHARES

At September 30, 2016, treasury shares in portfolio totalled 1,128,160, equal to 0.76% of the

share capital. No purchases or sales of treasury shares were made after September 30, 2016.

For the Board of Directors The Chairman Giovanni Tamburi

Milan, November 11, 2016

Consolidated Income Statement
Tamburi Investment Partners Group
Nine months ended
(in Euro) September 30, 2016
Nine months ended Nine months ended
(in Euro) September 30, 2016 September 30, 2015 Note
Revenue from sales and services 10,588,747 2,488,733 4
Other revenues 153,351 114,553
Total revenues 10,742,098 2,603,286
Purchases, service and other costs (1,479,426) (1,646,271) 5
Personnel expenses (21,271,615) (4,869,844) 6
Amortisation, depreciation & write-downs (160,310) (22,872)
Operating profit/(loss) (12,169,253) (3,935,701)
Financial income 110,637,306 25,519,956 7
Financial charges (22,394,296) (7,755,641) 7
Profit before adjustments to investments 76,073,757 13,828,614
Share of profit/(loss) of associates measured
under equity method 6,787,326 6,205,663 8
Adjustments to AFS financial assets (1,819,098) (93,313)
Profit before taxes 81,041,985 19,940,964
Current and deferred taxes (739,632) (852,709)
Net Profit 80,302,353 19,088,255
Profit for the period attributable to the
shareholders of the parent company 46,270,034 19,336,243
Profit/(loss) for the period attributable to the
minority interests 34,032,319 (247,988)
Basic earnings per share 0.55 0.13 16
Diluted earnings per share 0.44 0.10 16
Number of shares in circulation 146,671,327 147,369,485

Consolidated Statement of Comprehensive Income

Tamburi Investment Partners Group

(in Euro) Nine months ended
September 30, 2016
Nine months ended
September 30, 2015
Note
Income through P&L
Income and charges recorded directly to equity 15
Increase/(decrease) in non-current AFS financial
assets
(64,675,187) 68,254,155
Unrealised profit/(loss) (65,577,537) 69,954,155
Tax effect 902,350 (1,700,000)
Increase/(decrease) in associates measured under
the equity method
30,152,904 19,857,936
Unrealised profit/ (loss) 30,152,904 19,857,936
Tax effect
Increase/(decrease) in AFS current financial assets (183,238) (2,491,606)
Unrealised profit/(loss) (281,338) (2,789,975)
Tax effect 98,100 298,369
Income/ (loss) not through P&L
Employee benefits 0 0
Total income and charges recorded directly to equity (34,705,521) 85,620,485
Net Profit 80,302,353 19,088,255
Total income and charges recorded 45,596,832 104,708,740
Total income and charges attributable to the
shareholders of the parent company
32,504,625 78,494,852
Total income and charges attributable to minority
interests
13,092,207 26,213,888
Total income and charges per share 0.31 0.71
Total diluted income and charges per share 0.25 0.56
Shares in circulation 146,671,327 147,369,485
(in Euro) September 30, 2016 December 31, 2015 Note
Non-current assets
Property, plant and equipment 179,176 114,094
Goodwill 9,806,574 9,806,574
Other intangible assets 4,480 1,310
Associated companies measured under the equity
method
AFS financial assets
229,553,181
355,819,536
185,498,596
429,418,286
9
10
Financial receivables 33,329,130 8,218,972 11
Tax receivables 424,357 293,787
Deferred tax assets 2,283,865 824,940
Total non-current assets 631,400,299 634,176,559
Current assets
Trade receivables 952,821 2,581,564
Current financial assets 14,496,822 26,946,127 12
AFS financial assets 0 21,613,809
Cash and cash equivalents 3,795,720 2,011,105 13
Tax receivables 145,236 442,172
Other current assets 163,036 728,564
Total current assets 19,553,635 54,323,341
Total assets 650,953,934 688,499,900
Shareholders' Equity
Share capital 76,855,733 76,853,713 14
Reserves 205,994,014 221,052,483 15
Retained earnings 56,977,958 41,139,559 15
Result of the parent company 46,270,034 25,233,887 16
Total shareholders' equity attributed to the
shareholders of the parent company 386,097,739 364,279,642
Shareholders' equity attributable to minority
interests
19,474,650 85,062,843 17
Total Shareholders' Equity 405,572,389 449,342,485
Non-current liabilities
Post-employment benefits
Financial payables
250,158
138,828,210
226,451
138,594,609
18
19
Deferred tax liabilities 1,490,897 2,239,997
Total non-current liabilities 140,569,265 141,061,057
Current liabilities
Trade payables 456,853 349,324
Current financial liabilities 82,793,103 89,417,843 20
Tax payables 1,723,894 1,792,375
Other liabilities 19,838,430 6,536,816 21
Total current liabilities 104,812,280 98,096,358
Total liabilities 245,381,545 239,157,415
Total shareholders' equity and liabilities 650,953,934 688,499,900

Consolidated Statement of Financial Position Tamburi Investment Partners Group

Statement of changes in Consolidated Shareholders' Equity

in Euro

Share
capital
Share
premium
reserve
reserve Legal Extraordinary
reserve
Revaluation
reserve
AFS Financial
assets
Treasury
shares
reserve
Other
reserves
reserve
business
combination
IFRS Merger
surplus
Retained Result
earnings for the period
shareholders
of parent
Net Equity
shareholders
of parent
Net Equity Result
minorities for the period
minorities
Net Equity
At January 1, 2015 consolidated 74.609.847 95.114.530 14.148.939 0 50.813.899 (13.606.493) 4.347.294 (483.655) 5.060.152 23.422.765 26.798.061 280.225.339 72.379.694 1.738.581 354.343.615
Change in fair value of financial assets
available-for-sale 41.792.280 41.792.280 26.461.876 68.254.156
Change in fair value of associates measured at equity 25.079.533 (5.221.597) 19.857.936 19.857.936
Change in fair value of current financial assets (2.491.607) (2.491.607) (2.491.607)
Employee benefits 0 0
Other changes 0 0
Total income and charges recorded directly to equity 64.380.206 (5.221.597) 59.158.609 26.461.876 85.620.485
Profit (loss) 9M 2015 19.336.243 19.336.243 (247.988) 19.088.255
Total statement of comprehensive income 64.380.206 19.336.243 78.494.852 (247.988) 104.708.740
Net equity attributable to minority shareholders 0 0
Transfer to equity revaluation reserve 0 0
Allocation profit 2014 773.030 26.025.031 (26.798.061) 0 1.738.581 (1.738.581) 0
Other changes 0 0
Distribution of dividends (8.308.237) (8.308.237) (8.308.237)
Warrant conversion 2.243.866 6.386.388 8.630.254 8.630.254
Acquisition of treasury shares (4.323.567) (4.323.567) (4.323.567)
Sale of treasury shares 11.790.467 16.477.317 28.267.784 28.267.784
At September 30, 2015 consolidated 76.853.713 113.291.385 14.921.969 0 115.194.105 (1.452.743) (874.303) (483.655) 5.060.152 41.139.559 19.336.243 382.986.425 100.580.151 (247.988) 483.318.588
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 (43.735.075) (43.735.075) (20.940.112) (64.675.187)
Change in fair value of associates measured at equity 24.734.514 5.418.390 30.152.904 30.152.904
Change in fair value of current financial assets (183.238) (183.238) (183.238)
Employee benefits 0 0
Other changes 0 0
Total income and charges recorded directly to equity (19.183.799) 5.418.390 (13.765.409) (20.940.112) (34.705.521)
Profit (loss) 9M 2016 46.270.034 46.270.034 34.032.319 80.302.353
Total statement of comprehensive income (19.183.799) 46.270.034 32.504.625 (20.940.112) 34.032.319 45.596.832
Net equity attributable to minority shareholders 0
Transfer to equity revaluation reserve 0 0
Allocation profit 2015 448.774 24.785.113 (25.233.887) 0 (238.635) 238.635 0
Other changes (1) 0 (78.386.400) (78.386.400)
Distribution of dividends (8.946.714) (8.946.714) (294.000) (9.240.714)
Warrant conversion 2.020 12.704 14.724 14.724
Acquisition of treasury shares (1.754.538) (1.754.538) (1.754.538)
Sale of treasury shares
At September 30, 2016 consolidated 76.855.733 113.544.232 15.370.743 0 71.635.263 (3.597.919) 4.465.198 (483.655) 5.060.152 56.977.958 46.270.034 0 386.097.739 (14.557.669) 0
34.032.319 405.572.389

(1) Refers to the down payment following the liquidation of Clubsette distributed to minority shareholders

NOTES TO THE 2016 THIRD QUARTER CONSOLIDATED INTERIM REPORT

(1) Group activities

The TIP Group is an independent investment/merchant bank focused on Italian medium-sized companies, which undertakes activities of:

    1. investments: as an active shareholder in companies (listed and non-listed) capable of achieving "excellence" in their relative fields of expertise;
    1. advisory: corporate finance operations, in particular acquisitions and sales through the division Tamburi & Associati (T&A).

(2) Accounting standards

The parent company TIP was incorporated in Italy as a limited liability company and with registered office in Italy.

The company was listed in November 2005 and on December 20, 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP S.p.A. ordinary shares.

This 2016 third quarter consolidated interim report was approved by the board of directors on November 11, 2016.

The Report was prepared on a going concern basis. The accounting standards utilised for the preparation of this consolidated interim report are consistent with those utilised for the preparation of the consolidated financial statements at December 31, 2015, except for that outlined in the "New accounting standards" and "Accounting policies" paragraphs of the 2016 condensed consolidated half-year financial statements, to which reference should be made.

The third quarter consolidated interim 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 2016 third quarter consolidated interim report was prepared in condensed format 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 September 30, 2015 and the consolidated statement of financial position at December 31, 2015 were utilised for comparative purposes.

The 2016 third quarter consolidated interim report was not audited.

Consolidation principles and basis of consolidation

Consolidation scope

The consolidation scope includes the parent company TIP - Tamburi Investment Partners S.p.A. and the companies in which it exercises direct or indirect control. An investor controls an entity in which an investment has been made when exposed to variable income streams or when possessing rights to such income streams based on the relationship with the entity, and at the same time has the capacity to affect such income steams through the exercise of its power. Subsidiaries are consolidated from the date control is effectively transferred to the Group, and cease to be consolidated from the date control is transferred outside the Group.

At September 30, 2016, the consolidation scope included the companies TXR S.r.l., Clubsette S.r.l. in liquidation and Clubuno S.r.l..

The details of the subsidiaries were as follows:

Company Registered office Share capital Percentage held
Clubsette S.r.l. in liquidation Milan 100,000 52.50%
Clubuno S.r.l. Milan 10,000 100%
TXR S.r.l. Milan 100,000 51.00%

Consolidation procedures

The consolidation of the subsidiaries is made on the basis of the respective financial statements of the subsidiaries, adjusted where necessary to ensure uniform accounting policies adopted by the Parent Company.

All infragroup balances and transactions, including any unrealised gains deriving from transactions between Group companies are fully eliminated. Unrealised losses are eliminated except when they represent a permanent impairment in value.

(3) Presentation

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

  • statement of financial positon: in accordance with IAS 1, the assets and liabilities must be classified between current and non-current or, alternatively, according to the liquidity order. The Group chose the classification criteria as current and non-current;
  • income statement and statement of comprehensive income: IAS 1 requires alternatively classification based on the nature or destination of the items. The Group decided to present the accounts by nature of expenses;
  • statement of changes in consolidated shareholders' equity, prepared in accordance with IAS 1.

(4) Segment disclosure

The company undertakes investment banking and merchant banking activities. Top management activity in the above-mentioned areas, both at marketing contact level and institutional initiatives and direct involvement in the various deals, is highly integrated. In addition, also in relation to execution activity, the activity is organised with the objective to render the "on-call" commitment of professional staff in advisory or equity activity 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 highly distort the level of profitability of the segments of activity.

In the present consolidated interim report only the "revenues from sales and services" component is provided, related only to the advisory activities, excluding therefore "other revenues".

Euro Nine months Nine months
ended September ended September
30, 2016 30, 2015
Revenue from sales and services 10,588,747 2,488,733
Total revenues 10,588,747 2,488,733

(5) Purchases, service and other costs

The account comprises:

Euro Nine months
ended September
30, 2016
Nine months ended
September 30, 2015
Services 1,006,482 1,219,226
Rent, leasing and similar costs 264,816 313,735
Other charges 208,128 113,310
Total 1,479,426 1,646,271

Service costs mainly relate to professional and legal consultancy, general expenses and commercial expenses.

Other charges principally include non-deductible VAT.

(6) Personnel expenses

These costs include "Salaries and wages" and "Director's fees" both in terms of the fixed and variable components matured in the period. Higher revenues and the improved profit before taxes for first 9 months of 2016 resulted in the increase on the same period of 2015.

The cost includes, in addition, Euro 4,056,206 of charges relating to the assignment of 2,500,000 options under the "2014-2021 TIP Incentive Plan".

In line with IFRS 2, the options allocated and not exercised at September 30, 2016 were measured according to the cash settlement value. The fair value of the option was measured utilising the

applicable valuation method for the given circumstances (in this case the Black & Scholes method), taking into account the terms and conditions by which the rights were allocated. The assumptions utilised for the application of this model are the following:

TIP share price at September 30, 2016 3.594
Exercise price of the Options 1.995
First day for the exercise of the options Jan 1, 17
Last day for the exercise of the options Dec 31, 21
Historic average volatility of the STAR index (360 days) 19.79%
Riskless Rate (Italian Bond 2021) 0.274%
Number of options originally outstanding 2,500,000
Number of options outstanding at the date 2,500,000
Number of new shares issued for options 1.00
Number of options exercised at the date 0
Number of TIP shares issued at September 30, 2016 147,799,487

(7) Financial income/(charges)

The account comprises:

Euro Nine months ended
September 30, 2016
Nine months ended
September 30, 2015
1. Investment income 108,307,488 17,012,883
2. Income from securities recorded in current assets 1,744,450 8,072,468
Other income 585,368 434,605
Total financial income 110,637,306 25,519,956
3. Interest and other financial charges (22,394,296) (7,755,641)
Total financial charges (22,394,296) (7,755,641)
Net financial income 88,243,010 17,764,315

(7).1. Investment income

Nine months ended Nine months ended
Euro September 30, 2016 September 30, 2015
Gain on withdrawal from Ruffini Partecipazioni S.r.l. 78,008,920 0
Gain on Ferrari N.V. share 15,960,812 0
Gain on disposal of investments 10,377,142 10,647,796
Dividends 3,873,549 2,930,686
Gains on liquidation of investments 0 3,434,401
Other 87,065 0
Total 108,307,488 17,012,883

Following the withdrawal from Ruffini Partecipazioni S.r.l., the subsidiary Clubsette S.r.l. received Moncler S.p.A. shares previously held by Ruffini Partecipazioni. This operation generated for Clubsette S.r.l. a gain of Euro 78,008,920, equal to the difference between the value at cost of the investment in Ruffini Partecipazioni S.r.l. and the payment on withdrawal made of the Moncler shares received, measured as the trading price on the day of the operation.

Following the spin-off of Ferrari from FCA on January 4, 2016, TIP received 174,000 Ferrari shares based on the FCA shares held at December 31, 2015 and 193,422 based on FCA convertible loan. These transactions, in accordance with IFRS, were recorded for accounting purposes as a dividend distribution and therefore generated a gain in the income statement of approximately Euro 16 million, equal to the market value of the Ferrari shares communicated by the Stock Exchange on January 4, 2016. On the other hand, the decrease in the value of the convertible loan following the distribution of the Ferrari shares and the consequent performance

of the FCA shares resulted in a charge to the income statement in the first nine months of approximately Euro 13.8 million. The net effect of the approximately Euro 16 million gain and the charge of approximately Euro 13.8 million above was a gain of approximately Euro 2.2 million booked to the income statement for the nine months.

At equity level, the above operations resulted in a decrease in the fair value reserve attributable to FCA of approximately Euro 5 million.

In the first 9 months of 2016, the gains relate to the sale of the following investments (Euro):

Bolzoni S.p.A. 6,326,818
Noemalife S.p.A. 4,003,582
Others 46,742
Total 10,377,142

In the first nine months of 2016, TIP received dividends from the following shareholdings: Euro

Hugo Boss AG 2,534,000
Furn Invest Sas 416,436
Amplifon S.p.A. 410,132
Ferrari N.V. 324,347
Others 188,634
Total 3,873,549

(7).2. Income from securities recorded in current assets

Euro Nine months ended Nine months ended
September 30, 2016 September 30, 2015
Interest on securities in current assets 1,431,234 2,591,665
Gain on sale of securities 313,216 2,373,201
Unrealised gains on securities 0 2,721,255
Exchange differences on sale of securities 0 386,347
Total 1,744,450 8,072,468

(7).3. Interest and other financial charges

Euro Nine months ended Nine months ended
September 30, 2016 September 30, 2015
Losses on securities valuation (IFRS effect on FCA convertible 0
loan) 13,786,597
Interest on bonds 5,068,875 4,969,989
Incentive plan costs (stock option) 0 1,324,838
Other 3,538,824 1,406,814
Total 22,394,296 7,755,641

The loss on securities valuations follows the application of IFRS to the performance of the investment in the FCA convertible loan, resulting in a loss also due to the spin-off of the investment in Ferrari N.V. This impact should be, at least from a managerial profile, considered jointly with the income of Euro 16 million outlined in Note 7.1.

"Interest on bonds" refers to that matured in favour of the partial convertible bond of Euro 40 million, as well as 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, interests on loans, gains/losses and other financial charges.

(8) Share of profit/ (loss) of associates measured under the equity method and adjustments

The account comprises:

Euro Nine months ended Nine months ended
September 30, 2016 September 30, 2015
Asset Italia S.p.A. (79,392) -
Be Think, Solve, Execute S.p.A. 644,308 0
Clubitaly S.p.A. 64,836 (116,708)
Clubtre S.p.A. 1,699,295 1,038,684
Gatti & Co Gmbh 10,518 0
Gruppo IPG Holding S.p.A. 3,237,642 4,946,680
Data Holding 2007 S.r.l. 0 70,532
Palazzari & Turries Limited (12,656) 32,725
Tip-Pre Ipo S.p.A. –TIPO 1,222,775 233,750
Total 6,787,326 6,205,663

For further details, reference should be made to note 9 "Associates measured under the equity method" and attachment 2.

(9) Associates measured under the equity method

Investments in associates, totalling Euro 229,553,181, relate to:

  • for Euro 96,933,033 the company Clubtre S.p.A.. Clubtre was established for the purpose of acquiring a significant shareholding in the listed company Prysmian S.p.A.. TIP holds 35% of Clubtre S.p.A. - becoming 43.28% net of treasury shares. The investment of Clubtre in Prysmian, equal to 5.856%, was measured at fair value (market value at September 30, 2016) and the share of the result of Clubtre was recognised under the equity method;
  • for Euro 58,855,812 the company Gruppo IPG Holding S.p.A. (company which holds the majority shareholding in Interpump Group S.p.A., to be considered a subsidiary in virtue of shareholder agreements in place);
  • for Euro 33,806,476 the company Clubitaly S.p.A.. The investment of Clubitaly in Eataly was measured at fair value in that the absence of the necessary financial information for the application of the equity method determines the current limited exercise of significant influence;
  • for Euro 20,299,371 the company TIP Pre IPO S.p.A. ("TIPO"). The investments held by TIPO in AAA and in iGuzzini were measured at fair value. The investments in BETA and GH, recently acquired, were measured at fair value corresponding to the price paid;
  • for Euro 16,697,337 the company Be S.p.A.;
  • for Euro 2,320,608 the company Asset Italia S.p.A.;
  • for Euro 640,544 the company Palazzari & Turries Limited, with registered office in Hong Kong and the company Gatti & Co Gmbh, with registered office in Frankfurt.

For the changes in the investments in associates reference should be made to attachment 2.

The book value of the investment in TIPO increased compared to December 31, 2015, principally following the execution in January 2016 of a share capital increase, subscribed proquota by TIP S.p.A..

The investee Asset Italia S.p.A. was incorporated in July 2016, with an initial investment by TIP S.p.A. of Euro 2,400,000.

During the first nine months of 2016, the investments in Clubtre, Gruppo IPGH Holding S.p.A., TIPO and BE saw book value reductions following the distribution of dividends totalling Euro 3,571,313.

(10) Non-current AFS financial assets

The financial assets refer to minority investments in listed and non-listed companies.
Euro September 30, 2016 September 30, 2015
Investments in listed companies 282,686,301 189,379,051
Investments in non-listed companies 73,133,235 240,039,235
Total 355,819,536 429,418,286

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

In relation to the effects of the measurement of investments in listed companies, reference should be made to note 15.

The Moncler operation had a substantial impact on movements in the period as resulting in the allocation to Clubsette S.r.l. in liquidation of Moncler shares following the withdrawal from Ruffini Partecipazioni and subsequently the allocation by Clubsette S.r.l. to its shareholders, including TIP S.p.A., of a significant portion of the shares received.

(11) Financial receivables

Euro September 30, 2016 September 30, 2015
Non-current financial receivables 33,329,130 8,218,972
Total 33,329,130 8,218,972

Non-current financial receivables relate for Euro 15,000,000 to the Furla S.p.A. convertible loan, subscribed on September 30, 2016.

They relate for Euro 8,582,442 to loans granted to Tefindue S.p.A. and the subscription of a convertible loan. Tefindue S.p.A. 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.

For Euro 9,486,688 they concern a 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.

(12) Current financial assets

Euro September 30, 2016 September 30, 2015
Bonds and other debt securities 14,496,822 26,946,127

Current financial assets mainly refer to the FCA convertible loan, measured at fair value with recognition of changes to the income statement.

(13) Cash and cash equivalents

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

The composition of the net financial position at September 30, 2016 compared with the end of the previous year is illustrated in the table below.

Euro September 30, 2016 September 30, 2015
A Cash and cash equivalents 3,795,720 2,011,105
B Current financial assets and AFS 14,496,822 48,559,936
C Liquidity (A+B) 18,292,542 50,571,041
D Financial payables (138,828,210) (138,594,609)
E Current financial liabilities (82,793,103) (89,417,843)
F Net Financial Position (C+D+E) (203,328,771) (177,441,411)

Current financial assets relate to investments in securities, which at September 30, 2016 substantially concern the FCA Convertible loan. The reduction in the period of Euro 34,063,114 principally relates to the above-stated change in the value of the FCA convertible loan of Euro 13,786,597 and the sale of bonds in the period of Euro 20,836,772.

Financial payables mainly refer to the partially convertible bond and the issue of the TIP 2014- 2020 bond.

The current financial liabilities refer to bank payables and interest related to the bond loan matured and still not paid and are outlined in note 20.

(14) Share capital

The share capital of TIP S.p.A. is composed of:

Shares Number
ordinary shares 147,799,487
Total 147,799,487

The Shareholders' Meeting of July 14, 2016 approved the proposal to eliminate the nominal value of TIP S.p.A. shares.

On August 13, 2016, the first exercise period of the Tamburi Investment Partners S.p.A. 2015 - 2020 Warrants concluded, with the exercise of 3,885 warrants and a relative share capital increase of Euro 2,020.20 with the issue of 3,885 new ordinary Tamburi Investment Partners S.p.A. shares at a price of Euro 3.79 each, for a total value of Euro 14,724.15.

The share capital of Tamburi Investment Partners S.p.A. amounts therefore to Euro 76,855,733, represented by 147,799,487 ordinary shares.

At September 30, 2016, treasury shares in portfolio totalled 1,128,160, equal to 0.76% of the share capital.

No. treasury shares at No. of shares acquired No. of shares sold No. treasury shares at
January 1, 2016 in 2016 2016 September 30, 2016
541,678 586,482 - 1,128,160

(15) Reserves

Legal reserve

This amounts to Euro 15,370,743, increasing Euro 448,774 following the Shareholders' Meeting motion of April 29, 2016 with regard to the allocation of the 2015 net profit.

Valuation reserve of AFS financial assets

The positive reserve amounts to Euro 71,635,263. 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
31.12.2015
Change Book value
30.09.2016
Non-current AFS financial assets 76,405,721 (65,577,537) 10,828,184
Investments carried at equity 38,322,568 24,734,514 63,057,082
AFS financial assets 281,338 (281,338) 0
Tax effect (1,787,156) 1,000,450 (786,706)
Total 113,222,471 (40,123,911) 73,098,560
of which:
minority interest share 22,403,409 (20,940,112) 1,463,297
Group share 90,819,062 (19,183,799) 71,635,263

The table below 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.

Treasury shares acquisition reserve

The negative reserve amounts to Euro 3,597,919. This relates to a non-distributable reserve.

Other reserves

The account amounts to Euro 4,465,198 and mainly comprises for Euro 4,350,223 the reserve

relating to the revaluation of the investments measured under the equity method, for Euro 10,541 the employee benefit reserve and for Euro 104,434 the convertible bond option reserve.

Merger surplus

The merger surplus amounts to Euro 5,060,152 and derives from the incorporation operation of Secontip S.p.A. into TIP S.p.A. on January 1, 2011.

Retained earnings carried forward

Retained earnings amount to Euro 56,977,958 and increased, compared to December 31, 2015, for Euro 15,838,399 following the allocation of the 2015 net profit.

During the period, dividends of Euro 8,946,714 were distributed, equal to Euro 0.061 per share.

IFRS business combination reserve

The reserve was negative and amounts to Euro 483,655, unchanged compared to December 31, 2015.

(16) Net Profit for the period

Basic earnings per share

At September 30, 2016, the basic earnings per share – net profit divided by the number of shares in circulation (146,671,327) taking into account treasury shares at the same date – was Euro 0.55.

Diluted earnings per share

At September 30, 2016, the diluted earnings per share was Euro 0.44. This represents a net profit for the period of Euro 80,302,353, divided by the number of ordinary shares in circulation at September 30, 2016, increased by the number of new shares issued (36,945,015) relating to the exercise of the remaining warrants in circulation.

(17) Shareholders' equity attributable to minority interests

The account reduced by Euro 78,386,400 due to the distribution to minority shareholders of the down payment from the liquidation by Clubsette S.r.l. comprising Moncler shares.

(18) Post-employment benefit provisions

At September 30, 2016, 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 is not updated based on actuarial valuations.

(19) Financial payables

Financial payables of Euro 138,828,210 refer to:

  • a) for Euro 39,953,568 the issue in 2012 of a bond, partially convertible into ordinary Tamburi Investment Partners S.p.A. shares, of a nominal value of Euro 40,000,000, with maturity in April 2019 ;
  • b) for Euro 98,874,642 the issue of the 2014-2020 TIP Bond approved by the Board of Directors on March 4, 2014, fully placed on the market on April 7, 2014 (nominal value of Euro 100,000,000). The loan, with an initial rights date of April 14, 2014 and expiry date of April 14, 2020 was issued at par value and offers an annual coupon at the nominal gross

fixed rate of 4.75%. The loan was recognised at amortised cost applying the effective interest rate which takes into account the transaction costs incurred for the issue of the loan of Euro 2,065,689; the loan provides for compliance with financial covenants on an annual basis.

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

(20) Current financial liabilities

These amount to Euro 82,793,103 and principally comprise bank payables of the parent company of Euro 80,213,683 and interest on bonds for Euro 2,579,420.

(21) Other liabilities

The account mainly refers to emoluments for directors and employees.

(22) Related party transactions

The table reports the transactions with related parties during the year outlined according to the amounts, types and counterparties.

Party Type Amounts/Balance at
September 30, 2016
Amounts/Balance at
September 30, 2015
Clubitaly S.p.A. Revenues 22,500 24,650
Clubitaly S.p.A. Trade receivables 22,500 22,716
Clubitaly S.p.A. Financial receivables 120,000 0
Clubtre S.p.A. Revenues 37,500 397,863
Clubtre S.p.A. Trade receivables 37,500 397,554
TIPO S.p.A. Revenues 375,258 379,997
TIPO S.p.A. Trade receivables 125,000 376,538
Services provided to companies related to the Board of Directors Revenues from
services
1,037,421 132,577
Services provided to companies related to the Board of Directors Trade receivables 59,570 39,570
Asset Italia S.p.A. Revenues 224,811 0
Asset Italia S.p.A. Trade receivables 224,811 0
Be S.p.A. Revenues 45,000 45,000
Be S.p.A. Trade receivables 30,000 45,000
Gatti&Co Gmbh Revenues 0 5,605
Gatti&Co Gmbh Trade receivables 0 0
Gruppo IPG Holding S.p.A Revenues 22,500 22,559
Gruppo IPG Holding S.p.A Trade receivables 22,500 22,559
Palazzari & Turries S.r.l. Trade receivables 0 636
Services received from companies related to the Board of Directors Costs (services
received)
7,250,455 1,794,881
Payables for services received from companies related to the Board
of Directors
Other payables 6,837,955 1,444,631
Services provided to Board of Directors Revenues (services
returned)
375 375
Receivables for services provided to Board of Directors Trade receivables 375 375

It is considered that all 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, November 11, 2016

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.

    1. The undersigned Alessandra Gritti, as Chief Executive Officer, and Claudio Berretti, as Executive Officer for Financial Reporting of Tamburi Investment Partners S.p.A., declare, and also in consideration of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:
  • the conformity in relation to the characteristics of the company and
  • the effective application during the year of the consolidated financial statements

of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended September 30, 2016.

No significant aspects emerged concerning the above.

    1. We also declare that:
  • a) the consolidated interim report at September 30, 2016 corresponds to the underlying accounting documents and records;
  • b) the consolidated interim report at September 30, 2016 was prepared in accordance with International Financial Reporting Standards (IFRS) and the relative interpretations published by the International Accounting Standards Board (IASB) and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament and provides a true and correct representation of the results, balance sheet and financial position of Tamburi Investment Partners S.p.A.
  • c) the Directors' Report includes a reliable analysis of the significant events in the period and their impact on the consolidated financial statements, together with a description of the principal risks and uncertainties. The Directors' Report also contains a reliable analysis of the significant transactions with related parties.

The Chief Executive Officer The Executive Officer

Milan, November 11, 2016

Balance at 31.12.2015 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 30.9.2016
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 3.509.301 33.010.327 33.010.327
Ruffini Partecipazioni S.r.l. 1.400 122.803.490 44.202.510 167.006.000 33.806.410 (122.803.490) (78.008.920) 0
Other equity instr. & other minor 1.764.659 0 63.081 (794.832) 1.032.908 100.000 1.132.908
Total non-listed companies 154.069.175 47.711.811 39.053.081 (794.832) 240.039.235 100.000 0 33.806.410 (122.803.490) 0 (78.008.920) 0 73.133.235
Listed companies
Amplifon S.p.A. 9.538.036 34.884.370 41.372.228 76.256.598 10.921.051 87.177.649
Bolzoni S.p.A 0 5.442.159 5.139.652 3.045.421 (1.450.895) 12.176.337 1.187.166 (7.036.685) (6.326.818) 0
Digital Magics S.p.A. 892.930 375.000 207.639 4.531.009 5.113.648 19.182 (1.846.848) 3.285.982
Ferrari N.V. USD 543.422 (2.333.541) 17.764.789 15.431.248 8.402.252 1.421.673 25.255.173
Ferrari N.V. euro 174.000 0 7.558.560 (7.558.560) (76.276) 76.276 0
Fiat Chrysler Automobiles N.V. 1.740.000 14.846.550 (1.720.017) 1.778.655 14.905.188 (5.074.188) 9.831.000
Hugo Boss AG 901.000 (16.562.390) 62.522.390 45.960.000 15.159.593 (16.767.868) 44.351.725
M&C S.p.A. 12.562.115 1.886.201 (195.340) 1.690.861 786.388 (28.893) 2.448.356
Moncler S.p.A. (1) 6.712.000 289.584.610 (184.474.690) (5.703.833) 2.549.193 101.955.280
Monrif S.p.A 12.658.232 11.374.782 (135.831) (7.895.912) 3.343.039 343.038 135.831 (1.309.249) 2.512.659
Noemalife S.p.A 0 5.265.970 3.130.226 8.396.196 873.356 (5.265.970) (4.003.582) 0
Servizi Italia S.p.A. 548.432 2.938.289 387.318 (1.241.564) 2.084.042 (94.331) 1.989.711
Other listed companies 2.914.466 (791.370) 1.898.798 4.021.894 182.771 192.032 (69.548) 32.570 (480.956) 3.878.763
Total listed companies 79.927.787 28.693.914 91.541.062 (10.783.711) 189.379.051 320.906.968 0 15.724.705 (204.405.453) (29.563.343) (7.536.530) (1.819.098) 282.686.301
Total investments 233.996.962 76.405.725 130.594.143 (11.578.543) 429.418.286 321.006.968 0 49.531.115 (327.208.943) (29.563.343) (85.545.451) (1.819.098) 355.819.536

Attachment 1 – Changes in AFS financial assets measured at fair value

(1) direct & indirect holding; increases and decreases include transfers between group companies

Attachment 2 -
Changes in Associates measured under the equity method
Balance at 1.1.2016 decreases Book value
in Euro No. of historic write revaluations share of shareholder decreases increase Book value Share of results incr./(decr.) (decreases) (write-downs) at 30.9.2016
shares cost backs (write-downs) results as per loan capital o
r
(decrease) in accounts PurchasesReclass. as per eq. meth. fair value or restitutions revaluations
equity method advance restitutions fair value
Asset Italia S.p.A. 2,400,000 (79,392) 2,320,608
Be Think, Solve, Execute S.p.A. 31,582,225 16,596,460 217,239 (53,070) (86,700) 16,673,929 644,308 (269,706) (351,194) 16,697,337
Clubitaly S.p.A. 27,500 33,000,000 (181,956) (116,549) 1,040,145 33,741,640 64,836 33,806,476
Clubtre S.p.A. (1) 42,000 17,500 5,260,038 41,948,846 (7,934,801) 35,587,747 74,879,330 1,699,295 21,696,105 (1,341,697) 96,933,033
Gruppo IPG Holding S.p.A. 67,348 39,847,870 5,010,117 (7,597,729) 18,939,309 (1,022,501) (9,682,990) 45,494,076 3,237,642 11,573,999 (1,449,905) 58,855,812
Tip-Pre Ipo S.p.A. 342,856 8,000,000 377,369 5,689,570 14,066,939 8,285,667 1,222,775 (2,847,493) (428,517) 20,299,371
Other minor 500,000 46,218 96,464 642,682 (2,138) 0
0
640,544
Total 97,961,830 5,010,117 (7,733,467) 24,773,870 41,948,846 (9,010,372) 32,547,772 185,498,596 10,685,667 0 6,787,326 30,152,905 (3,571,313) 0
229,553,181

Attachment 2 - Changes in Associates measured under the equity method

(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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