Annual Report • Mar 28, 2018
Annual Report
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2017 annual report of the tamburi investment partners group
(translation from the Italian original which remains the definitive version)
| Corporate Boards | 3 |
|---|---|
| Directors' Report | 4 |
| Motion for allocation of the profit for the year of Tamburi Investment Partners S.p.A. | 17 |
| Consolidated Financial Statements | |
| Financial Statements Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Statement of changes in Consolidated Equity Consolidated Statement of Cash Flows |
18 |
| Explanatory notes to the 2017 consolidated financial statements | 24 |
| Attachments Declaration of the Executive Officer for Financial Reporting List of investments held Changes in AFS financial assets measured at fair value Changes in associates measured under the equity method Independent Auditors' Report Fees for audit services |
63 |
| Separate Financial Statements | |
| Financial Statements Income Statement Statement of Comprehensive Income Statement of Financial Position Statement of changes in Equity Statement of Cash Flows |
71 |
| Explanatory notes to the 2017 financial statements |
77 |
| Attachments Declaration of the Executive Officer for Financial Reporting List of investments held 2017 key financial highlights of the subsidiaries Changes in AFS financial assets measured at fair value Changes in investments in associated companies Board of Statutory Auditors' Report Independent Auditors' Report |
97 |
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
| 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") closed 2017 with a consolidated profit of Euro 72.1 million. This was therefore another very strong year.
Consolidated net equity exceeded Euro 647 million, increasing in 2017 over Euro 210 million on December 31, 2016, after a dividend distribution of over Euro 10 million. This increase derives from the growth in the value of the investees and, for approximately Euro 50.9 million, the exercise in June of 12,261,997 warrants, with the issue of a similar number of new TIP shares.
While the net profit in 2016 was significantly impacted by the capital gain of approximately Euro 78 million realised from the divestment from Ruffini Partecipazioni S.r.l. and the relative allocation of Moncler shares, the 2017 result benefitted from the capital gain of the investee Clubtre S.p.A., equal to approximately Euro 20.7 million, following the partial sale of Prysmian S.p.A. shares by Clubtre and the capital gain from the partial sale of Amplifon S.p.A. shares of approximately Euro 29.2 million.
Both divestments concerned approximately one-third of the holdings in the respective companies. Therefore the TIP Group continues to hold very significant holdings compared to the original investments, confirming the strong assessment of their potential.
The Amplifon transaction took place in the context of a wider medium-term partnership between the TIP Group and the Holland family, which controls Amplifon. In December 2017, based on agreements between TIP, Ampliter and Amplifin (company which controls 100% of the share capital of Ampliter), a minority stake was acquired for Euro 50 million in Ampliter by Asset Italia 2 S.r.l., the purpose vehicle established for the transaction in line with typical Asset Italia operations. The investment in Ampliter was therefore of a significantly higher amount than the liquidity received by TIP from the sale of the Amplifon shares.
The transaction finalized by Clubtre, held 43.28% by TIP on a fully diluted basis, concerned 4 million shares in Prysmian, corresponding to 1.85% of the share capital, sold for a total value of Euro 97.6 million, before commissions. Clubtre remains one of the largest shareholders of Prysmian even after this transaction, with over 4% of the share capital.
At the end of 2017, taking also in consideration the market performances and reasonable forecasts, the holding in Moncler was lightened slightly, with a further gain of approximately Euro 12 million. Simultaneously a small part of the income was invested in Moncler call options, evidence of the confidence in the future of the company.
TIP also reported strong results from other activities; advisory revenues in 2017 exceeded Euro 7 million and other financial income than the above-mentioned transactions - mainly dividends from investees and interest - amount to approximately Euro 11.3 million; the share of profit of
associated companies, other than the capital gain realised by Clubtre, amounts to approximately Euro 15.2 million.
Costs were substantially in line with preceding years, while executive director fees, as always, were linked to company performance.
At December 31, 2017, TIP Group consolidated net financial position – also taking into account the TIP 2014-2020 bond loan - was approximately Euro 115.6 million, with a significant improvement on approximately Euro 200 million at December 31, 2016.
In addition to the transactions illustrated above, in 2017 TIP invested further in Hugo Boss AG, in Gruppo IPG Holding S.p.A. (parent company of Interpump Group S.p.A.) and in Digital Magics S.p.A, subscribing - for an amount above its direct holding - to a share capital increase and exercising all the warrants held. TIP also increased its holding in Clubitaly S.p.A., which holds 19.74% of Eataly S.r.l., subscribing - also in this case for an amount above its direct holding - to a share capital increase.
Very significant investments were undertaken by the associated companies Asset Italia S.p.A. and TIPO – TIP Pre IPO S.p.A.
In June 2017 Asset Italia finalised the investment in Alpitour S.p.A subscribing to a capital increase of approximately Euro 120 million by Asset Italia 1 S.r.l., the purpose vehicle established for the transaction. Following this operation Asset Italia 1 holds 32.67% of the share capital of Alpitour. The investment, including transaction costs, was financed through a share capital increase of Euro 121 million subscribed by the shareholders of Asset Italia involved in the transaction. The investment in Alpitour by Asset Italia resulted in a cash outlay for TIP, which holds 30.91% of the tracking shares related to Asset Italia 1, in excess of Euro 37 million.
The transaction provides 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.
In December 2017 a stake was also acquired in Ampliter S.r.l., parent company of Amplifon S.p.A.. The investment, amounting to Euro 50 million, involved the acquisition of a minority stake in Ampliter by Asset Italia 2 S.r.l., the purpose vehicle established for the transaction. TIP holds 20.00% of the shares tracking Asset Italia 2 for a cash outlay of Euro 10.1 million.
In July 2017 TIPO acquired 20% of the Chiorino Group, a global leader in the manufacture of process and conveyor belts for industrial processes; the investment was partially financed by capital already held in TIPO - mainly from the sale of Advanced Accelerator Applications S.A. shares - and partially through recourse to a share capital increase in July 2017. The share capital increase in TIPO subscribed by TIP was Euro 5.7 million.
In September 2017 the StarTIP project was launched which was allocated up to Euro 100 million
to be invested in the coming years in initiatives in fields such as start-ups, digital and innovation, in the belief that the stand-out features of the TIP Group, of its entrepreneurial shareholders and of its investee companies, can significantly boost the development of truly innovative companies.
In 2017 the holdings in Digital Magics S.p.A., Heroes S.r.l. (company with a stake in Talent Garden S.p.A.), MyWoWo and Telesia S.p.A. were transferred to StarTIP.
The synergies generated from the integration of the professional expertise and funding of StarTIP and its network with the specific know-how of Digital Magics, the leading Italian incubator and accelerator and of Talent Garden, the largest operator of co-working spaces in Europe, has given life to a unique cluster in the sector.
During 2017 StarTIP increased its stake in Digital Magics with a further investment of Euro 1.1 million and on IPO subscribed, for approximately Euro 5 million, 7.9% of the shares in Alkemy S.p.A.
The results communicated to date by the main investees, Amplifon, FCA, Ferrari, Interpump, Moncler and Prysmian, confirm the excellent results expected for 2017. Also the other direct and indirect investee companies, including Alpitour, BE, Chiorino Digital Magics, Eataly, Furla, Roche Bobois, Talent Garden, Beta, iGuzzini and Octo are performing well.
The TIP share price in the year progressed well, outperforming nearly all the main indices and was up approximately 54.3% at December 31, 2017 compared to the beginning of the year, while the FTSE MIB was up approximately 13.6% in the same period.
The usual five-year TIP share chart (at February 28, 2018) highlights the very strong performance of the TIP share, improving +289%; the total return1 for TIP shareholders over the five years was 322% (annual average of 64.5%).
1 Performance of the TIP share price, dividends distributed and of the 2015-2020 warrants allocated without consideration to shareholders
The financial results reported below refer, where available, to the 2017 Annual Report already approved by the Board of Directors of the investees by the current date; in the absence of such figures, reference is made to the report for the first nine months of the year or the prior year Annual Report.
TIP holding at December 31, 2017: 100%
100% subsidiary of TIP. The StarTIP project provides for the concentration in this company of the investments in the field of start-ups, digital and innovation.
In 2017, TIP transferred to StarTIP its holdings in Digital Magics S.p.A., Heroes S.r.l. (company with a stake in Talent Garden S.p.A.), MyWoWo and Telesia S.p.A.
During 2017 StarTIP increased its stake in Digital Magics with a further investment of Euro 1.1 million.
The results of Digital Magics S.p.A. are illustrated in the section on investments in listed companies.
In November, StarTIP subscribed on IPO, for approximately Euro 5 million, 7.9% of the shares of Alkemy S.p.A. Alkemy supports medium/large sized Italian and foreign companies in the digital transformation process of operations, of the relative business models and interaction with customers, through the creation, planning and activation of innovative solutions and projects aimed at the development and renewal of their digital business. Alkemy's portfolio counts over 128 clients operating in a range of sectors. In the first half of 2017 revenues totalled Euro 19.8 million, up 28.5% on Euro 15.4 million in the same period of the previous year.
StarTIP also subscribed, for Euro 0.5 million, to a convertible bond issued by Buzzoole Holding Ltd., a service platform in support of Influencer Marketing.
TIP holding at December 31, 2017: 51.00%
TXR, a 51.0% subsidiary, with the residual share held by other co-investors (including a trust company) not qualifying as related parties pursuant to IAS 24, in accordance with the club deals promoted by TIP was incorporated for the purpose of acquiring a shareholding in Furn-Invest S.a.S., a company which controls 98.9% of the Roche Bobois group.
Roche Bobois is the world leader in the creation and distribution of select high quality, design and luxury furniture products. The group operates the largest chain worldwide of high-end design furniture products, with a network – direct and/or franchising – comprising approximately 325 sales points (of which 110 owned) located in prestigious commercial areas, with a presence in the most important cities worldwide, including Europe, North, Central and South America, Africa, Asia and the Middle East.
In 2017 the Roche Bobois group grew further and the preliminary results indicate aggregate revenues (including franchising stores) of approximately Euro 552 million, while consolidated revenues - which only refer to direct sales - totalled approximately Euro 267 million with a consolidated Ebitda of approximately Euro 29 million; the Group has a net cash position.
TIP holding at December 31, 2017: 20.00% excluding the tracking shares related to specific investments
Asset Italia, incorporated in 2016 with the subscription, in addition to TIP, of approximately 30 family offices, with total capital funding of Euro 550 million, acts as an investment holding and gives shareholders the opportunity to choose for each proposal their individual investments and the receipt of tracking shares for the specific asset class related to the investment subscribed. Asset Italia and TIP will combine by 2021.
TIP holds 20% of Asset Italia, and will undertake at least a pro-quota holding in all approved operations and provide support for the identification, selection, assessment and execution of investment projects.
At December 31, 2017 Asset Italia, following the two investments previously illustrated, holds through purpose vehicles the following investments.
Asset Italia 1, vehicle company of Asset Italia, holds 32.67% of the share capital of Alpitour. TIP holds 30.91% of Asset Italia shares tracking Asset Italia 1.
Alpitour enjoys a 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).
The year 2017 (year ends October 31) reported consolidated revenues of over Euro 1.2 billion, growth in all divisions and an EBITDA of approximately Euro 46 million, up 28% on the previous year.
Asset Italia 2, vehicle company of Asset Italia, has a stake of a little over 6% in Ampliter S.r.l., parent company of Amplifon S.p.A. TIP has a 20% stake in shares of Asset Italia tracking Asset Italia 2.
The results of Amplifon S.p.A. are illustrated in the section on investments in listed companies.
TIP holding at December 31, 2017: 23.41% Listed on the Italian Stock Exchange - STAR Segment.
The BE group is one of the leading Italian management consultancy operators for the banking and insurance sectors and for IT and back office design services.
In the first nine months of 2017 the BE Group reported consolidated revenues of Euro 92.7 million and an EBITDA of Euro 11.7 million, up 5.5% on the first nine months of 2016.
TIP holding at December 31, 2017: 30.20%
Clubitaly was incorporated in 2014, together with some entrepreneurial families and family offices, two of which qualify as related parties pursuant to IAS 24, and acquired from Eatinvest S.r.l., a company controlled by the Farinetti family, 20% of Eataly S.r.l. Clubitaly S.p.A. currently holds 19.74% of Eataly.
Eataly, founded in 2003 by Oscar Farinetti, operates with a global reach in the distribution and marketing of Italian high-end gastronomic products integrating production, sales, catering and healthy living. The company represents a peculiar phenomenon - being the only Italian company in the food retail sector with a truly international vocation, as well as a symbol of Italian food and of high quality Made in Italy products worldwide.
In October 2017, Clubitaly S.p.A. completed a share capital increase of approximately Euro 4 million, for the purposes of the simultaneous subscription of its holding in the capital increase approved by the investee Eataly totalling Euro 20 million.
Eataly currently operate in Italy, America, the Middle and Far East and is implementing a significant store opening programme in some of the world's major cities through direct sales points and franchises. During 2017, openings took place at Trieste, the largest franchising sales point in Moscow and at the first store on the West Coast of the United States (Los Angeles). In addition, in November FICO was launched, the largest agro-food park in the world, which concentrates Italian excellence in two open hectares of fields and stalls, eight covered hectares accommodating 40 food laboratories, but accessible to visitors, 45 eateries and 9 thousand square metres of food and kitchen design market, of the leading brands from the Italian industry.
The preliminary results of Eataly for the year 2017 report group revenues just under Euro 500 million, with further growth of over 20%, and an EBITDA of over Euro 20 million.
TIP holding at December 31, 2017: 24.62% (43.28% fully diluted)
Clubtre S.p.A. is currently - except for a group of funds - the largest shareholder in Prysmian S.p.A. even after the sale of shares in 2017.
Prysmian is the world leader in the production of energy and telecommunication cables.
In 2017 Prysmian reported consolidated revenues of approximately Euro 7.901 billion, an adjusted Ebitda of approximately Euro 733 million, up 3%, and a net profit of approximately Euro 227 million.
At the end of 2017 Prysmian was successful in the acquisition, for total consideration of approximately USD 3 billion, of General Cable, third group worldwide in the sector and leading operator in the North American market.
TIP holding at December 31, 2017: 23.64%, 33.72% fully diluted
In March 2017 Gruppo IPG Holding S.p.A. acquired - with an over the counter operation - 2,000,000 ordinary shares of Interpump Group S.p.A., thus increasing its holding to 25,406,799 shares (equal to 23.67% of the share capital) in the Interpump Group, world leader in the production of high pressure piston pumps, power take-offs (PTOs), distributors and hydraulic systems. The transaction was financed proportionally by shareholders and with an increase in bank funding by IPGH.
In 2017 Interpump Group reported consolidated revenues of Euro 1.086 billion, up 17.7%, an Ebitda of Euro 248.6 million, up 25.3% on Euro 198.5 million in 2016 and a net profit of Euro 135.6 million.
TIP holding at December 31, 2017: 28.57%
TIPO undertakes investments in Italian or overseas companies in the industrial or services sectors, with revenues of between Euro 30 and 200 million, listed on a stock exchange or with a view to listing on a regulated equity market.
TIPO may also subscribe convertible bonds, cum warrants or other "semi-equity" similar
instruments, as well as share capital increases – including companies already listed on the stock exchange – provided that the transactions are to be considered as part of expansion projects, investments and/or growth of the respective activities.
At December 31, 2017, TIPO held the following shareholdings:
Following the operations on the share capital in 2017, TIPO holds directly 3.94% in the share capital of Beta Utensili S.p.A. and indirectly 30.87% through Betaclub S.r.l., a company in turn controlled by TIPO with 58.417%. Beta Utensili is the leader in Italy in the distribution and production of high quality professional utensils.
The preliminary results of the Beta Utensil Group for year 2017 report consolidated revenues above Euro 137 million, up 6% and an adjusted EBITDA above Euro 29 million, up 14%.
The company therefore continued its strong growth which also includes acquisitions aimed at strengthening its market positioning with expansion of the product range and distribution channels. In 2017 the first two acquisitions were completed relating to a supplier company and an important foreign distributor whose activities are not yet reflected in the operating results illustrated above. In January 2018 the company BM S.p.A. was acquired, an Italian company operating in a market segment in which the Group currently does not operate.
TIPO holds 14.29% (15.85% on a fully diluted basis) of iGuzzini Illuminazione S.p.A., the Italian leader - and among the leaders in Europe - in the design and production of high quality internal and external architectural lighting systems. The sectors of application include the lighting of historic buildings and cultural events, retail spaces, offices, residential buildings, hotels, streets and urban areas. In 2016, TIPO, together with some members of the Guzzini family, incorporated GH S.r.l. with the purpose of acquiring some investments in Fimag S.p.A., a company which in addition to holding approximately 75% (84.15% on a fully diluted basis) in iGuzzini Illuminazione S.p.A., holds other assets.
The total investment by TIPO in this second transaction was approximately Euro 11 million, of which Euro 5.5 million in 2017.
In 2017, GH completed the planned acquisitions and in December 2017 was merged by incorporation into Fimag. Following the merger, TIPO holds 6.67% in Fimag.
The preliminary results of the iGuzzini group for the year 2017 report consolidated revenues of approximately Euro 232 million and an EBITDA of approximately Euro 31.5 million, up 9%.
In January 2018, the iGuzzini Group completed the acquisition of a Canadian company operating on the North American market in the design, production and distribution of internal and external lighting systems for residential and commercial projects. With this acquisition iGuzzini doubles its presence on the North American market, strategically important in terms of potential expansion and improved group earnings.
The principal investment undertaken in 2017 by TIPO was the acquisition of a 20% holding in Sant'Agata S.p.A., parent company of the Chiorino Group, for Euro 35,031,200.
The investment was financed in part through existing resources in TIPO and from the sale of Advanced Accelerator Applications S.A. ("AAA") shares and in part through a share capital increase subscribed in July 2017 totalling Euro 20 million.
The Chiorino Group is a global leader in the manufacture of process and conveyor belts for industrial processes.
Chiorino, with expected 2017 consolidated revenues of over Euro 111 million (up approximately 9%) and an EBITDA margin around 23%, is currently present in approximately 100 countries, generates over 75% of revenues overseas through 17 direct subsidiaries and has an extensive commercial and distribution network with approximately 75% of revenues in the aftermarket segment. Group margins and cash generated - in a continually expanding market have up to present permitted significant industrial and commercial investments.
In 2017, TIPO realised a significant gain on the sale of AAA shares, for approximately Euro 9 million, of which approximately Euro 2.5 million for TIP's share. TIPO had invested approximately Euro 7 million in AAA, of which Euro 5 million in January 2014 and approximately Euro 2 million in November 2015 on the IPO of the company, on the NASDAQ. The instruments held (630,000 ADS) were subsequently sold, diluted over time and at different prices, concluding the sale in the weeks after the announcement, on October 30, 2017, of a purchase offer of 100% of AAA by Novartis at a price of USD 82 for ADS (USD 3.9 billion for 100%). Overall TIPO achieved a gain of approximately Euro 14.9 million from the sale of AAA shares.
TIP in addition holds:
TIP holding at December 31, 2017: 2.67% Listed on the Italian Stock Exchange - STAR Segment.
The Amplifon Group is world leader in the distribution and personalised application of hearing aids with around 10,000 sales points between direct and affiliates.
In 2017 the Amplifon group reported consolidated revenues of Euro 1.266 billion (up 11.7%), an Ebitda of Euro 212.5 million (up 14%) and a net profit of over Euro 100 million, the highest in its history.
TIP holding at December 31, 2017: 23.04% Listed on the Alternative Investment Market (AIM) Italia
In March 2017 Digital Magics S.p.A. 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.
TIP and StarTIP subsequently exercised 491,674 warrants with a further total investment of Euro 2.8 million.
Digital Magics S.p.A., with six offices in Italy, is the leading Italian incubator and accelerator of innovative digital start-ups. In 2017, the company analysed approximately 1,400 projects. From 2011 to December 2017 Digital Magics invested, directly or through club deals, over Euro 50 million in the start-ups incubated and today counts upon 61 active investments and 7 exits completed. The "incubated" start-ups have created more than 500 jobs.
Digital Magics designs and develops Open Innovation programmes to support Italian businesses in innovative processes, services and products thanks to innovative technologies, creating a strategic link with the digital start-ups; it also launched and is supporting the development, thanks to the active involvement of TIP, the largest innovative hub in partnership with Talent Garden the largest European co-working centre - WebWorking, WithFounders, Innogest, Università Telematica Pegaso and Universitas Mercatorum. Talent Garden manages co-working spaces in Italy and in Europe in 22 campuses which houses over 600 companies and approximately 2,000 talents.
TIP shareholding at December 31, 2017: 0.16% of the ordinary share capital Listed on the Italian Stock Exchange and the New York Stock Exchange
Ferrari is the famous manufacturer of high-end sports cars and racing cars. The company possess technologies and intangibles difficult to replicate; a unique combination of innovation, design, exclusivity and technology.
In 2017 Ferrari again reported record revenues of Euro 3.417 billion, up 10% on 2016, an adjusted EBITDA of Euro 1.036 billion, up 18% on the previous year and a net profit of Euro 537 million, up 34%.
TIP holding at December 31, 2017: 0.18% of the ordinary share capital Listed on the Italian Stock Exchange and the New York Stock Exchange
The Fiat Chrysler Automobiles NV group is the seventh largest car manufacturer in the world with the brands Abarth, Alfa Romeo, Chrysler, Dodge, Fiat, Jeep, Lancia, Maserati and Ram.
In 2017, the FCA group continued to report record results with consolidated revenues of Euro 111.934 billion, an adjusted EBIT of Euro 7.054 billion, up 16% and achieving a margin on revenues of 6.4%, and an adjusted net profit of Euro 3.770 billion, up +50% on 2016.
TIP holding at December 31, 2017: 1.39% Listed on the Frankfurt Stock Exchange
Hugo Boss AG is market leader in the premium and luxury segment of the medium-high and high-end apparel market for men and women, with a diversified range from fashionable clothing to footwear and accessories.
Hugo Boss products are distributed in over 1,000 shops worldwide.
In 2017, the Hugo Boss Group continued its repositioning process and reported growing results. In 9M 2017 the company reported consolidated revenues of Euro 1.998 billion (+2%), an adjusted EBITDA of approximately Euro 348 million (+1%), and a net profit of approximately Euro 186 million, up 43% on the same period of 2016.
Moncler S.p.A. TIP holding at December 31, 2017: 1.77% Listed on the Italian Stock Exchange.
Moncler is a global leader in the apparel luxury segment.
In 2017 the Moncler Group reported consolidated revenues of Euro 1,193.7 million (+15%) and an adjusted EBITDA of Euro 411.6 million (+16%). The growth in revenues and earnings therefore continued in 2017, confirming Moncler at the top end of the most prestigious global
brands, by margins.
Azimut Benetti S.p.A. TIP holding at December 31, 2017: 12.07%
Azimut Benetti S.p.A. is one of the most prestigious constructors of mega yachts worldwide. The company has been ranked 18 times in the last 19 years as the "Global Order Book" leader, which ranks the major global constructors of yachts and mega yachts of over 24 metres worldwide. It has 6 boatyards and 138 offices in over 68 countries.
The latest accounts of the company report an increase in the value of production of around 5% to approximately Euro 726 million, breakeven EBITDA after approximately Euro 30 million of extraordinary charges; excluding these extraordinary charges earnings would have been significantly better.
TIP subscribed to a convertible loan of Euro 15 million issued by Furla S.p.A. that will automatically convert into Furla shares at the time of listing or, alternatively, at September 30, 2019. Furla is a global leader in the premium luxury segment in the manufacture and marketing of high-end leather handbags and accessories, with an extremely personalised style.
TIP also has a direct holding of 2.78% in Talent Garden, the leading European co-working operator. Considering also the indirect holdings, among which an 18.72% stake held by Digital Magics, TIP's total implicit holding is 15.77%.
TIP subscribed a partially convertible bond of approximately Euro 8 million in one of the holdings with an investment in Octo Telematics, the principal global provider of telematic services for the insurance and automotive market.
On the sale of shares in Noemalife in 2016, TIP reinvested over Euro 9 million in a vendor loan in Dedalus Holding, at an interest rate of 9% and with maturity on December 31, 2018.
In addition to the investments listed, TIP holds stakes in other listed and non-listed companies which in terms of amounts invested, are not considered significant; for details, reference should be made to Attachment 2.
The transactions with related parties are detailed in note 33.
The partial reduction in shares held in FCA and Moncler continued at very interesting prices and a further holding was acquired in Telesia - through StarTIP.
Given the nature of TIP's activities, it is not easy to forecast the performance for the current year. The current pipeline, together with increased market volatility, could lead to further investments at all levels: TIP, Asset Italia, TIPO and StarTIP.
During the year, the Company did not carry out any research and development activity.
In relation to the principal Group risks and uncertainties, reference should be made to note 29.
The treasury shares in portfolio at December 31, 2017 totalled 2,717,689, equal to 1.698% of the share capital. At the present date, treasury shares in portfolio total 3,390,096, equal to 2.118% of the share capital.
Dear Shareholders,
We invite you to approve the 2017 statutory financial statements of Tamburi Investment Partners S.p.A., as presented, and we propose the allocation of the net profit of Euro 67,014,693, as follows:
| - | to legal reserve | Euro 1,275,247.34 |
|---|---|---|
| - | to ordinary shares, a gross dividend of Euro 0.07 | |
| per share for a total of (*) | Euro 10,966,997.16 | |
| - | to retained earnings | Euro 54,772,448.50 |
(*) Net of the 3,390,096 treasury shares held by the Company or any other shares held by the Company at the dividend coupon date, recording the amount necessary in the share premium reserve.
On behalf of the Board of Directors The Chairman Giovanni Tamburi
Milan, March 9, 2018
| (in Euro) | 2017 | 2016 | Note |
|---|---|---|---|
| Revenue from sales and services | 7,125,373 | 12,206,785 | 4 |
| Other revenue | 88,321 | 206,141 | |
| Total revenue | 7,213,694 | 12,412,926 | |
| Purchases, service and other costs | (2,018,266) | (2,177,839) | 5 |
| Personnel expense | (15,609,419) | (24,676,991) | 6 |
| Amortisation, depreciation & write-downs | (70,096) | (59,579) | |
| Operating Profit /(loss) | (10,484,087) | (14,501,483) | |
| Financial income | 52,518,451 | 112,033,771 | 7 |
| Financial charges | (6,394,134) | (19,874,805) | 7 |
| Profit before adjustments to investments | 35,640,230 | 77,657,483 | |
| Share of profit /(loss) of associates measured under | |||
| the equity method | 35,916,552 | 10,609,277 | 8 |
| Adjustments to available-for-sale financial assets | 0 | (2,140,137) | |
| Profit /(loss) before taxes | 71,556,782 | 86,126,623 | |
| Current and deferred taxes | 530,166 | (493,253) | 9 |
| Profit /(loss) | 72,086,948 | 85,633,370 | |
| Profit /(loss) attributable to the shareholders of | |||
| the parent | 71,765,289 | 51,486,389 | |
| Profit/(loss) attributable to minority interests | 321,659 | 34,146,981 | |
| Basic earnings per share | 0.47 | 0.35 | 23 |
| Diluted earnings per share | 0.46 | 0.34 | 23 |
| Number of shares in circulation | 157,343,795 | 146,321,117 |
| Consolidated statement of comprehensive | |||
|---|---|---|---|
| income Tamburi Investment Partners Group |
|||
| (in Euro) | 2017 | 2016 | Note |
| Profit | 72,086,948 | 85,633,370 | |
| Other comprehensive income items | |||
| Income through P&L | 22 | ||
| Increase/(decrease) in non-current AFS financial | |||
| assets | 99,360,104 | (41,509,030) | |
| Unrealised profit/(loss) | 98,626,343 | (40,643,267) | |
| Tax effect | 733,761 | (865,763) | |
| Increase/(decrease) in investees measured under the | |||
| equity method | 13,152,169 | 32,337,001 | |
| Unrealised profit | 14,112,337 | 32,337,001 | |
| Tax effect | (960,168) | 0 | |
| Increase/(decrease) AFS current financial assets | 521,097 | (183,238) | |
| Unrealised profit/(loss) | 686,475 | (281,338) | |
| Tax effect | (165,378) | 98,100 | |
| Income/(loss) not through P&L | |||
| Employee benefits | (3,140) | (20,087) | |
| Total other comprehensive income items | 113,030,230 | (9,375,354) | |
| Total comprehensive income | 185,117,178 | 76,258,016 | |
| Total income and charges attributable to the shareholders of the parent |
182,178,049 | 62,229,306 | |
| Total income and charges attributable to minority interests |
2,939,129 | 14,028,710 |
(in Euro)
| capital premium reserve reserve reserve shares reserves reserve surplus earnings for the period |
shareholders minorities |
for 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) | 449.342.485 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change in fair value of financial assets | ||||||||||||||
| available-for-sale | (21.390.759) | (21.390.759) | (20.118.271) | (41.509.030) | ||||||||||
| Other comprehensive income items of associates measured under the | ||||||||||||||
| equity method | 26.933.361 | 5.403.640 | 32.337.001 | 32.337.001 | ||||||||||
| Change in fair value of current financial assets | (183.238) | (183.238) | (183.238) | |||||||||||
| Employee benefits | (20.087) | (20.087) | (20.087) | |||||||||||
| Total other comprehensive income items | 5.359.364 | 5.383.553 | 10.742.917 | (20.118.271) | (9.375.354) | |||||||||
| Profit/(loss) 2016 | 51.486.389 | 51.486.389 | 34.146.981 | 85.633.370 | ||||||||||
| Total comprehensive income | 5.359.364 | 5.383.553 | 51.486.389 | 62.229.306 | (20.118.271) 34.146.981 | 76.258.016 | ||||||||
| Allocation profit 2015 | 448.774 | 24.785.113 | (25.233.887) | 0 | (238.635) | 238.635 | 0 | |||||||
| Other changes | 0 | (82.010.084) | (82.010.084) | |||||||||||
| Distribution of dividends | (8.946.714) | (8.946.714) | (294.000) | (9.240.714) | ||||||||||
| Stock option plan effect | 5.722.750 | 5.722.750 | 5.722.750 | |||||||||||
| Warrant conversion | 2.020 | 12.704 | 14.724 | 14.724 | ||||||||||
| Acquisition of treasury shares | (3.010.473) | (3.010.473) | (3.010.473) | |||||||||||
| Sale of treasury shares | 0 | 0 | ||||||||||||
| At December 31, 2016 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 | 437.076.703 |
| 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 | 96.649.033 | 93.601 | 96.742.634 | 2.617.470 | 99.360.104 | ||||||||
| Other comprehensive income items of associates measured under the | |||||||||||||
| equity method | 15.480.722 | (2.328.553) | 13.152.169 | 13.152.169 | |||||||||
| Change in fair value of current financial assets | 521.097 | 521.097 | 521.097 | ||||||||||
| Employee benefits | (3.140) | (3.140) | (3.140) | ||||||||||
| Total other comprehensive income items | 112.650.852 | (2.331.693) | 110.412.760 | 2.617.470 | 113.030.230 | ||||||||
| Profit/(loss) 2017 | 71.765.289 | 71.765.289 | 321.659 | 72.086.948 | |||||||||
| Total comprehensive income | 112.650.852 | (2.331.693) | 71.765.289 | 182.178.049 | 321.659 | 185.117.178 | |||||||
| Allocation profit 2016 | 404 | 41.385.076 | (41.385.480) | 0 | 34.146.981 (34.146.981) | 0 | |||||||
| Other changes related to assocites measure under the equity method | (7.691.108) | (7.691.108) | (7.691.108) | ||||||||||
| Distribution of dividends | (10.100.909) | (10.100.909) | (343.000) | (10.443.909) | |||||||||
| Stock option plan effect | 0 | 0 | |||||||||||
| Warrant conversion | 6.376.239 44.511.049 | 50.887.288 | 50.887.288 | ||||||||||
| Acquisition of treasury shares | (7.866.609) | (7.866.609) | (7.866.609) | ||||||||||
| Sale of treasury shares | 23.659 | 729.116 | (340.725) | 412.050 | 412.050 | ||||||||
| At December 31, 2017 consolidated | 83.231.972 158.078.940 | 15.371.147 | 0 | 208.829.278 (11.991.347) | (210.415) | (483.655) 5.060.152 | 98.456.635 | 71.765.289 | 628.107.996 | 19.061.939 | 321.659 | 647.491.594 |
| euro thousands | December 31, 2017 | December 31, 2016 | |
|---|---|---|---|
| A.- | OPENING NET CASH AND CASH EQUIVALENTS | (41,949) | (55,739) |
| B.- | CASH FLOW FROM OPERATING ACTIVITIES | ||
| Profit | 72,087 | 85,633 | |
| Amortisation & depreciation | 70 | 54 | |
| Write-downs/(revaluation) of investments | (35,917) | (8,469) | |
| Write-downs/(revaluation) of current financial assets (doubtful debts) |
0 | 5 | |
| Financial income and charges | (44,198) | (93,476) | |
| Changes in "employee benefits" | 36 | 46 | |
| Stock option charges | 0 | 5,722 | |
| Interest on loans and bond loan | 5,947 | 6,763 | |
| Change in deferred tax assets and liabilities | (982) | (1,847) | |
| (2,957) | (5,569) | ||
| Decrease/(increase) in trade receivables | 244 | 1,624 | |
| Decrease/(increase) in other current assets | 8 | 456 | |
| Decrease/(increase) in tax receivables | (266) | 264 | |
| Decrease/(increase) in financial receivables | (806) | (9,540) | |
| Decrease/(increase) in other current asset securities | (37,526) | 21,614 | |
| (Decrease)/increase in trade payables | (139) | 201 | |
| (Decrease)/increase in financial payables | (5,691) | (12,475) | |
| (Decrease)/increase of tax payables | (98) | (1,363) | |
| (Decrease)/increase in other current liabilities | (3,003) | 10,283 | |
| Cash flow from operating activities | (50,234) | 5,495 | |
| C.- | CASH FLOW FROM | ||
| INVESTMENTS IN FIXED ASSETS | |||
| Intangible and tangible assets | |||
| Investments / divestments | (21) | (108) | |
| Financial assets | |||
| Investments | (75,349) | (242,440) | |
| Disposals | 127,861 | 270,016 | |
| Cash flow from investing activities | 52,491 | 27,468 |
euro thousands December 31, 2017 December 31, 2016
| Loans | ||
|---|---|---|
| New loans | 0 | 39,830 |
| Repayment of loans | (5,000) | (39,944) |
| Interest paid on loans and bond loan | (4,780) | (6,408) |
| Share capital | ||
| Share capital increase and capital contributions on account | 50,887 | 14 |
| Changes from purchase/sale of treasury shares | (7,474) | (3,007) |
| Payment of dividends | (10,444) | (9,241) |
| Change in reserves | 0 | (417) |
| (19,173) | ||
| NET CASH FLOW FOR THE YEAR CLOSING CASH AND CASH EQUIVALENTS |
25,466 (16,483) |
13. 790 (41,949) |
| The breakdown of the net available liquidity was as follows: | ||
| Cash and cash equivalents | 3,284 | 1,287 |
| Bank payables due within one year | (19,767) | (43,236) |
| Cash flow from financing activities | 23,209 |
The TIP Group is an independent investment/merchant bank focused on Italian medium-sized companies, with a particular involvement in:
The parent company TIP was incorporated in Italy as a limited liability company and with registered office in Italy.
The company was listed in November 2005 and on December 20, 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP ordinary shares.
These consolidated financial statements at December 31, 2017 were approved by the Board of Directors on March 9, 2018, who authorised their publication.
The consolidated financial statements at December 31, 2017 were prepared in accordance with the going-concern concept and in accordance with International Financial Reporting Standards and International Accounting Standards (hereafter "IFRS", "IAS" or international accounting standards) issued by the International Accounting Standards Boards (IASB) and the relative interpretations of the International Financial Reporting Interpretations Committee (IFRIC), and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament.
The consolidated financial statements in accordance with IAS1 are comprised of the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flow and the explanatory notes, together with the Directors' Report. The financial statements were prepared in units of Euro, without decimal amounts.
The accounting policies and methods utilised for the preparation of these consolidated financial statements have not changed from those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2016, except as outlined in the paragraph "new accounting standards".
The income statement and the statement of comprehensive income for the year 2016 and the statement of financial position and statement of cash flows at December 31, 2016 were utilised for comparative purposes.
During the year, no special circumstances arose requiring recourse to the exceptions allowed under IAS 1.
The consolidated financial statements at December 31, 2017 were prepared in accordance with the general cost criterion, with the exception of derivative financial instruments measured at fair value, of the investments in associates valued under the equity method and of the current financial assets and financial assets available for sale measured at fair value.
The preparation of the consolidated financial statements requires the formulation of valuations, estimates and assumptions which impact the application of the accounting principles and the amounts of the assets, liabilities, costs and revenues recorded in the financial statements. These estimates and relative assumptions are based on historical experience and other factors considered reasonable. However, it should be noted as these refer to estimates, the results obtained will not necessarily be the same as those represented. The estimates are used to value the provisions for risks on receivables, measurement at fair value of financial instruments, impairment tests, employee benefits and income taxes.
The accounting principles utilised in the preparation of the financial statements and the composition and changes in the individual accounts are illustrated below.
The application of the amendments to the existing accounting standards reported above do not have a significant impact on the Group consolidated financial statements.
IFRS 14 (Regulatory Deferral Accounts - Deferred accounting of regulated assets): the application of the new standard was required by the IASB from periods beginning or subsequent to January 1, 2016, although at the date of these consolidated financial statements they had not yet been endorsed by the European Union. EFRAG has decided not to commence the approval process of this standard but await the issue of the subsequent version.
The application of the new accounting standard to the existing accounting standards reported above, where endorsed by the European Union, will not have a significant impact on the Group consolidated financial statements.
New standards, amendments to existing standards and interpretations applicable for periods subsequent to January 1, 2018 and not yet adopted by the Group
and, based on this, identify the following three categories:
IFRS 9 also establishes that implied derivatives within the application of the standard may no longer be separated from the principal contract and consequently their classification and measurement will be undertaken jointly with the "hosted" instrument.
With reference to the investments in equity instruments, held for trading purposes, it is possible to decide to account for the fair value changes both directly through profit and loss or in the statement of comprehensive income, with counter-entry in the equity reserve; this choice is made instrument by instrument and the decision must be taken on the initial recognition and is irrevocable.
The new impairment model introduced by IFRS 9 no longer requires a "trigger event" before recognition of an impairment and, on the contrary, places its fundamental premise on the recognition of the expected losses (ECL - expected credit losses) with the objective to guarantee a timely recognition of such, before the emergence of the incurred loss. The IFRS 9 impairment model provides for the recognition of the expected losses over the life of the receivable for all financial instruments which have incurred a significant increase in
the credit risk after initial recognition, considering all reasonable and demonstrable information, including forward looking information. IFRS 9 further aligns the accounting of hedging instruments with the risk management activities undertaken by the company in order to reduce and/or eliminate exposure to financial and non-financial risks. The new model introduced by IFRS 9 enables the utilisation of documentation produced internally as a basis for hedge accounting. IFRS 9 must be adopted from January 1, 2018. Specific disclosure and the consequent effects are illustrated in note 30 below.
In December 2016, the IAS published a series of annual amendments to IFRS 2014–2016. The amendments concern:
IFRS 12 "Disclosure of interests in other entities" (applicable from January 1, 2017, except for any deferments following endorsement of the standard by the European Union, not yet implemented at the date of these consolidated financial statements);
IFRS 1 - First-time Adoption of International Financial Reporting Standards
(application from January 1, 2018, except for any deferments following endorsement of the standard by the European Union, not yet implemented at the date of these consolidated financial statements);
IAS 28 - Investments in associated companies and joint ventures (applicable from January 1, 2018), except for any deferments following endorsement of the standard by the European Union, not yet implemented at the date of these consolidated financial statements. The amendments clarify, correct, or renew the redundant text in the related IFRS standards.
In December 2016, the IASB issued amendments to the interpretation IFRIC 22 relating to the considerations on transactions and advances in foreign currencies. The amendment concerns the exchange rate to be utilised in transactions and advances paid or received in foreign currencies. The amendment will be adopted from January 1, 2018, except for any deferments following endorsement of the standard by the European Union, not yet implemented at the present consolidated reporting date.
The impacts of these amendments on the Group consolidated financial statements are currently being assessed. Based on a preliminary review of the potential issues, significant impacts are not expected with the exception of those deriving from the adoption of IFRS 9. The expected effects from the implementation of IFRS 9 are illustrated in note 30 below. Given the nature of the activities of the TIP Group and of the financial instruments held, the expected effects refer to "classification and measurement" and "impairment" and "hedge accounting" in relation to which no significant effects are expected.
The consolidation scope includes the parent TIP - Tamburi Investment Partners S.p.A. and the companies over which it exercises direct or indirect control. An investor controls an entity in which an investment has been made when exposed to variable income streams or when possessing rights to such income streams based on the relationship with the entity, and at the same time has the capacity to affect such income steams through the exercise of its power. Subsidiaries are consolidated from the date control is effectively transferred to the Group, and cease to be consolidated from the date control is transferred outside the Group.
At December 31, 2017 the consolidation scope included the companies Clubdue S.r.l., incorporated in 2017, StarTIP S.r.l. (formerly Clubuno S.r.l.) and TXR S.r.l.
The details of the subsidiaries were as follows:
| Company | Register Office |
Share capital |
Number of shares |
Number of shares held |
% held |
|---|---|---|---|---|---|
| Clubdue S.r.l. | Milan | 10,000 | 10,000 | 10,000 | 100% |
| StarTIP S.r.l. | Milan | 50,000 | 50,000 | 50,000 | 100% |
| TXR S.r.l. | Milan | 100,000 | 100,000 | 51,000 | 51.0% |
The consolidation scope compared to the previous year saw the exit of Clubsette S.r.l., whose liquidation process was completed on December 29, 2016 and the entry of Clubdue S.r.l.
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 loss in value.
The most significant accounting policies adopted in the preparation of the consolidated financial statements at December 31, 2017 are disclosed below.
Property, plant and equipment are recognised at historical cost, including directly allocated accessory costs and those necessary for bringing the asset to the condition for which it was acquired. If major components of such tangible assets have different useful lives, such components are accounted for separately.
Tangible assets are presented net of accumulated depreciation and any losses in value, calculated as described below.
Depreciation is calculated on a straight-line basis according to the estimated useful life of the asset; useful life is reviewed annually. Any changes, where necessary, are recorded in accordance with future estimates; the main depreciation rates used are the following:
| - | furniture & fittings | 12% |
|---|---|---|
| - | equipment & plant | 15% |
| - | EDP | 20% |
| - | mobile telephones | 20% |
| - | equipment | 15% |
| - | automobiles | 25% |
The book value of tangible assets is tested to ascertain possible losses in value if events or circumstances indicate that the book value cannot be recovered. If there is an indication of this type and in the case where the carrying value exceeds the realisable value, the assets must be written down to their realisable value. The realisable value of the property, plant and equipment is the higher between the net sales price and the value in use. In defining the value of use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the current market assessment of the time value of money and the specific risks of the activity. Losses in value are charged to the income statement under amortisation, depreciation and write-down costs. Such losses are restated when the reasons for their write-down no longer exist.
At the moment of the sale, or when there are no expected future economic benefits from the use of an asset, this is eliminated from the financial statements and any loss or gain (calculated as the difference between the disposal value and the book value) is recorded in the income statement in the year of the above-mentioned elimination.
Business combinations are recorded using the purchase method. Goodwill represents the surplus of acquisition cost compared to the purchaser's share of the identifiable net fair value of the assets and liabilities acquired, current and potential. After initial recognition, goodwill is reduced by any accumulated losses in value, calculated with the methods described below.
Goodwill deriving from acquisitions prior to January 1, 2004 are recorded at replacement cost, equal to the value recorded in the last financial statements prepared in accordance with the previous accounting standards (December 31, 2003). In the preparation of the opening financial statements in accordance with international accounting standards the acquisitions before January 1, 2004 were not reconsidered.
Goodwill is subject to a recoverability analysis conducted annually or at shorter intervals in case of events or changes that could result in possible losses in value. Any goodwill emerging at the acquisition date is allocated to each cash-generating unit which is expected to benefit from the synergies of the acquisition. Any loss in value is identified by means of valuations based on the ability of each cash-generating unit to produce cash flows for purposes of recovering the part of goodwill allocated to it; these valuations are conducted with the methods described in the section referring to tangible assets. If the recoverable value of the cash-generating unit is less than the attributed book value, the loss in value is recorded.
This loss is not restated if the reasons for the loss no longer exist.
Other intangible assets are recorded at cost, in accordance with the procedures indicated for tangible fixed assets.
The intangible assets with definite useful lives are recognised net of the relative accumulated amortisation and any permanent impairment in value, determined in the same manner as that for tangible assets.
The useful life is reviewed on an annual basis and any changes, where necessary, are made in accordance with future estimates.
The gains and losses deriving from the disposal of intangible assets are determined as the difference between the value of disposal and the carrying value of the asset and are recorded in the income statement at the moment of the disposal.
Associated companies are companies in which the Group exercises a significant influence on the financial and operating policies, although not having control. Significant influence is presumed when between 20% and 50% of voting rights is held in another entity.
Investments in associated companies are measured under the equity method and initially recorded at cost. The investments include the goodwill identified on acquisition, less any cumulative loss in value. The consolidated financial statements include the share of profits and losses of the investees recognised under the equity method, net of any adjustments necessary to align accounting principles and eliminate intercompany margins not realised, on the date in which significant influence commences or the joint control until the date such influence or control ceases. The adjustments necessary for the elimination of intercompany margins not realised are recorded in the account "share of profits/loss of investments under equity". When the share of the loss of an investment recognised under the net equity method exceeds the book value of the investee, the investment is written-down and the share of the further losses are not recorded except in the cases where there is a legal or implied contractual obligation or where payments were made on behalf of the investee.
AFS financial assets are comprised of other investments (generally with holdings below 20%) and are measured at fair value with changes through equity. When the reduction in value compared to the acquisition cost constitutes "loss in value", the effect of the adjustment is recognised through the income statement. Where the conditions that resulted in the write-down no longer exist, the recovery is recorded through equity.
The fair value is identified in the case of listed investments with the stock exchange price at the balance sheet date and in the case of investments in non-listed companies utilising valuation techniques. These valuation techniques include the comparison with the values taken from similar recent operations and other valuation techniques which are substantially based on the analysis of the capacity of the investee to produce future cash flows, discounted to reflect the time value of money and the specific risks of the activities undertaken.
The investments in equity instruments which do not have a listed price on a regulated market and whose fair value cannot be reasonably valued, are measured at cost, reduced by any loss in value.
The choice between the above-mentioned methods is not optional, as these must be applied in hierarchal order: absolute priority is given to official prices available on active markets (effective market quotes – level 1) or for assets and liabilities measured based on valuation techniques which take into account observable market parameters (comparable approaches – level 2) and the lowest priority to assets and liability whose fair value is calculated based on valuation techniques which take as reference non-observable parameters on the market and therefore more discretional (market model – level 3).
In relation to equity securities listed in active markets it is considered that the Group, in relation to the nature of its investment portfolio, recognises a reduction of value in the presence of a market price at the balance sheet date lower than the purchase price by at least 50% or in the prolonged presence for over 36 months of a market value below cost. In any case, even the securities that have reported values which are within the above-mentioned threshold are subject to analysis and – where considered appropriate – written down for impairment.
Receivables are recorded at fair value and subsequently measured at amortised cost. They are adjustments for sums considered uncollectible.
They concern non-derivative financial assets comprising investments made under capital management and in bond securities, made for the temporary utilisation of liquidity, valued at fair value with changes recorded through equity. When the reduction in value compared to the acquisition cost constitutes "loss in value", the effect of the adjustment is recognised through the income statement. Where the reasons for the loss in value no longer exist, the recovery is recognised to equity in the case of equity instruments. In the case of bond securities, where the conditions resulted in the write-down no longer exists, the recovery is recognised to the income statement.
In relation to the fair value measurement methods utilised reference should be made to the previous paragraph "Non-current AFS financial assets".
Current financial assets comprise securities which represent short-term commitments of available liquidity, held for trading purposes. These are therefore classified as trading instruments and measured at fair value with changes recorded through the income statement.
The purchases and sales of securities are recorded and cancelled at the settlement date.
Cash and cash equivalents include those values which are available on demand at short notice (within three months), certain in nature and with no payment expenses.
For the purposes of the Statement of Cash Flows, available liquidity is represented by cash and cash equivalents less bank overdrafts at the balance sheet date.
Trade payables are initially recorded at fair value and subsequently measured at amortised cost. The financial liabilities are recorded at amortised cost using the effective interest rate method.
The benefits guaranteed to employees paid on the termination of employment or thereafter through defined benefit plans are recognised in the period the right matures. The liability for defined benefit plans, net of any plan assets, is calculated on the basis of actuarial assumptions and is recorded by the accrual method consistent with the years of employment necessary to obtain such benefits. The liability is calculated by independent actuaries.
The Company recognises additional benefits to some employees through stock option plans.
According to IFRS 2 – Share-based payments, these plans are a component of the remuneration of the beneficiaries and provide for application of the "equity settlement" method. Therefore, the relative cost is represented by the fair value of the stock options at the grant date, and is recognised in the income statement over the period between the grant date and the maturity date, and directly recorded under equity. On the exercise of the options by the beneficiaries with the transfer of treasury shares against the liquidity received, the stock option plan reserve is reversed for the portion attributable to the options exercised, and the treasury shares reserve is reversed based on the average cost of the shares transferred and the residual differential is recorded as the gains/loss on treasury shares traded with counter-entry in the share premium reserve, in accordance with the accounting policy adopted.
The treasury shares held by the parent company are recorded as a reduction from equity in the negative treasury shares reserve. The original cost of the treasury shares and the income deriving from any subsequent sale are recognised as equity movements, recording the differential as the gains/loss on treasury shares traded with counter-entry in the share premium reserve, in accordance with the accounting policy adopted
Revenues are recognised to the extent that their fair value can be reliably calculated and based on the probability that their economic benefits will be received. According to this type of operation, the revenues are recognised on the basis of the specific criteria indicated below:
Where it is not possible to reliably determine the value of revenues, they are recognised up to the costs incurred which may reasonably be recovered.
The income and charges deriving from the sale of investments and shares are recorded on an accruals basis, recording changes in fair value to the income statement which were previously recognised through equity.
Financial income and charges are recorded on an accruals basis on the interest matured on the net value of the relative financial assets and liabilities and utilising the effective interest rate.
The dividends are recorded in the year in which the right of the shareholders to receive the payment arises. The dividends received from investments valued under the equity method were recorded as a reduction in the value of the investments.
Current income taxes for the period are determined based on an estimate of the taxable assessable income and in accordance with current legislation. Deferred tax assets and liabilities are calculated on temporary differences between the values recorded in the financial statements and the corresponding values recognised for fiscal purposes. The recognition of deferred tax assets is made when their recovery is probable - that is when it is expected that there will be future assessable fiscal income sufficient to recover the asset. The recovery of the deferred tax asset is reviewed at each balance sheet date. Deferred tax liabilities are always recorded in accordance with the provisions of IAS 12.
The choices adopted by the Group relating to the presentation of the consolidated financial statements are illustrated below:
The company undertakes investment banking and merchant banking activities. Top management activity in the above-mentioned areas, both at marketing contact level and institutional initiatives and direct involvement in the various deals, is highly integrated. In addition, execution activity is also organised with the objective to render the "on-call" commitment of advisory or equity professional staff more flexible.
In relation to this choice it is almost impossible to provide a clear representation of the separate financial economic impact of the different areas of activity, as the breakdown of the personnel costs of top management and other employees on the basis of a series of estimates related to parameters which could be subsequently superseded by the actual operational activities would result in an extremely high distortion of the level of profitability of the segments of activity.
In the present consolidated financial statements at December 31, 2017 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 | 2017 | 2016 |
|---|---|---|
| Revenue from sales and services | 7,125,373 | 12,206,785 |
| Total | 7,125,373 | 12,206,785 |
Revenues reached a significant level thanks to the strong performance of the normal activities of advisory and the fees related to the transactions undertaken by Asset Italia 1 S.r.l. and Asset Italia 2 S.r.l. Revenues in the previous year were significantly influenced by fees relating to the launch of the Asset Italia project.
| The account comprises: | ||
|---|---|---|
| Euro | 2017 | 2016 |
| 1. Services |
1,397,568 | 1,532,337 |
| 2. Rent, leasing and similar costs |
355,807 | 354,767 |
| 3. Other charges |
264,891 | 290,735 |
| Total | 2,018,266 | 2,177,839 |
Service costs mainly relate to professional and legal consultancy, general expenses and commercial expenses. They include Euro 80,000 of audit fees and Euro 64,250 emoluments paid to the Board of Statutory Auditors and the Supervisory Board.
Other charges principally include non-deductible VAT.
| (6) Personnel costs | ||
|---|---|---|
| The account comprises: | ||
| Euro | 2017 | 2016 |
| Wages and salaries | 1,357,164 | 1,443,117 |
| Social security charges | 367,186 | 394,458 |
| Directors' fees | 13,819,654 | 17,054,014 |
| Stock option charges | 0 | 5,722,750 |
| Post-employment benefits | 65,415 | 62,652 |
| Total | 15,609,419 | 24,676,991 |
The account "Wages and salaries" and "Directors' fees" include fixed and variable remuneration matured in the period.
"Post-employments benefits" are updated based on actuarial valuations, with the gains or losses recognised through equity.
| December 31, 2017 | December 31, 2016 | |
|---|---|---|
| White collar & apprentices | 11 | 11 |
| Managers | 1 | 1 |
| Executives | 3 | 4 |
| Total | 15 | 16 |
At December 31, 2017, the number of TIP employees was as follows:
The Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.
| The account comprises: | ||
|---|---|---|
| Euro | 2017 | 2016 |
| 1. Investment income |
48,046,101 | 108,462,166 |
| 2. Income from securities recorded in current assets |
404,910 | 2,311,318 |
| 2. Other income |
4,067,440 | 1,260,287 |
| Total financial income | 52,518,451 | 112,033,771 |
| 3. Interest and other financial charges |
(6,394,134) | (19,874,805) |
| Total financial charges | (6,394,134) | (19,874,805) |
| Net financial income | 46,124,317 | 92,158,966 |
| (7).1. Investment income | ||
| Euro | 2017 | 2016 |
| Gain on withdrawal from Ruffini Partecipazioni S.r.l. | 0 | 78,008,920 |
| Gain on Ferrari N.V. shares | 0 | 15,960,812 |
| Gain on disposal of investments | 42,700,640 | 10,514,321 |
| Dividends | 5,239,455 | 3,891,048 |
| Other | 106,006 | 87,065 |
| Total | 48,046,101 | 108,462,166 |
The gains realised in 2017 principally concern the partial divestment from Amplifon. In June 2017 TIP sold, through an Accelerated Bookbuilding procedure, 3.5 million Amplifon shares, corresponding to 1.55% of the share capital and 1.06% of the voting rights (existing prior to the transaction) for a total value of Euro 42 million, before charges and commissions, realising a capital gain of approximately Euro 29.2 million.
A gain of approximately Euro 12.1 million was recorded in the reduction of the Moncler position.
In 2017 the TIP Group received dividends from the following investees (Euro):
| Hugo Boss AG | 2,342,600 |
|---|---|
| Moncler S.p.A. | 1,061,704 |
| Furn Invest Sas | 757,155 |
| Amplifon S.p.A. | 667,663 |
| Ferrari N.V. | 193,509 |
| Other | 216,824 |
| Total | 5,239,455 |
The results in 2016 significantly benefitted from the income realised following the divestment from Ruffini Partecipazioni S.r.l. and the related assignment of Moncler shares, the recognition as income in the P&L from the value of Ferrari shares received following the spin-off from FCA (Euro 16 million) and the related negative change in the market value of the FCA convertible loan
for Euro 9 million recorded under financial charges.
This principally includes interest matured on non-current financial receivables.
| Euro | 2017 | 2016 |
|---|---|---|
| Unrealised losses on securities | 0 | 8,989,959 |
| Interest on bonds | 5,048,258 | 6,763,447 |
| Other | 1,345,876 | 4,121,399 |
| Total | 6,394,134 | 19,874,805 |
"Interest on bonds" refers to that matured in favour of the subscribers of 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.
| (8) Share of profit / (loss) of associates measured under the equity method | ||
|---|---|---|
| The account comprises: |
| Euro | 2017 | 2016 |
|---|---|---|
| Asset Italia S.p.A. | 482,637 | (126,688) |
| BE Think, Solve, Executive S.p.A. | 787,725 | 737,195 |
| Clubitaly S.p.A. | (133,854) | 23,421 |
| Clubtre S.p.A. | 20,701,436 | 1,471,760 |
| Gatti & Co. Gmbh | 58,805 | 10,518 |
| Gruppo IPG Holding S.p.A. | 10,057,455 | 6,365,753 |
| Palazzari & Turries Limited | 84,510 | (12,656) |
| TIP -Pre-IPO – TIPO S.p.A. | 3,877,838 | 2,139,974 |
| Total | 35,916,552 | 10,609,277 |
For further details, reference should be made to note 12 "Investments in associates measured under the equity method" and attachment 3.
The breakdown of income taxes is as follows:
| Euro | 2017 | 2016 |
|---|---|---|
| Current taxes | 449,900 | 1,740,939 |
| Deferred tax income | (1,088,026) | (1,318,449) |
| Deferred tax charge | 107,960 | 70,764 |
| Total | (530,166) | 493,254 |
The reconciliation between the theoretical and actual tax charges is provided below:
| 2017 | 2016 | |||
|---|---|---|---|---|
| Euro | Amount | Tax | Amount | Tax |
| Profit before taxes | 71,566,500 | 86,126,623 | ||
| Theoretical tax charge | 24% | 17,175,960 | 27.50% | 23,684,821 |
| Permanent decreases |
| Dividends | (4,348,233) | (1,043,576) | (3,652,275) | (1,004,376) |
|---|---|---|---|---|
| Exempt gains (*) | (36,427,424) | (8,742,582) | (75,456,982) | (20,750,670) |
| Tax losses | 0 | 0 | 76,276 | 20,976 |
| Other permanent decreases | (36,213,669) | (8,691,281) | (18,274,095) | (5,025,376) |
| (18,477,439) | (26,759,446) | |||
| Permanent increases | 3,880,317 | 931,276 | 26,948,083 | 7,410,723 |
| Temporary differences | ||||
| Differences which will reverse in future years | 6,998,263 | 1,679,583 | (1,850,271) | (508,825) |
| Reversal differences from previous years | (8,753,623) | (2,100,870) | (2,442,758) | (671,758) |
| Total temporary differences | (421,287) | (1,180,583) | ||
| ACE assessable | (8,538,198) | (2,348,004) | ||
| Losses not recognised | 2,689,174 | 645,402 | ||
| Losses carried forward | (5,367,546) | (1,288,211) | (201,540) | (55,424) |
| Total | (5,976,241) | (1,434,299) | 2,734,863 | 752,087 |
| IRAP regional tax | 116,079 | 303,660 | ||
| Change in deferred tax assets/liabilities Other changes |
454,233 333,821 |
(1,247,681) 685,188 |
(*) The tax charge is principally due to the application of the PEX regime on the gains realised on the equity investments.
The company recognised directly to equity a decrease of Euro 296,169 relating to the reduction of deferred tax liabilities at fair value of the financial assets available for sale.
The following table illustrates the changes in the account:
| Other | |
|---|---|
| Euro | assets |
| NBV at December 31, 2015 | 114,094 |
| Increases | 107,940 |
| Decreases | (20,817) |
| Decrease depreciation provision | 20,817 |
| Depreciation | (51,445) |
| NBV at December 31, 2016 | 170,589 |
| Increases | 19,714 |
| Decreases | 0 |
| Decrease depreciation provision | 1,281 |
| Depreciation | (67,567) |
| NBV at December 31, 2017 | 124,017 |
The increase in "Other Assets" mainly refers to the purchase of EDP, furniture and fittings and mobile telephones.
"Goodwill" for Euro 9,806,574 refers to the incorporation of the subsidiary Tamburi & Associati
S.p.A. into TIP S.p.A. in 2007.
In accordance with IAS 36 the value of goodwill, having an indefinite useful life, is not amortised, but subject to an impairment test, made at least annually.
The recoverable value is estimated based on the value in use, calculated using the following assumptions:
with the conclusion that the value attributed is appropriate and recoverable.
| Euro | Industrial patents and intellectual property rights |
Concessions, licences and trademarks |
Total |
|---|---|---|---|
| NBV at December 31, 2015 | 980 | 330 | 1,310 |
| Increases | 6,219 | 0 | 6,219 |
| Decreases | 0 | 0 | 0 |
| Amortisation | (2,773) | (130) | (2,903) |
| NBV at December 31, 2016 | 4,426 | 200 | 4,626 |
| Increases | 210 | 0 | 210 |
| Decreases | 0 | 0 | 0 |
| Amortisation | (2,423) | (106) | (2,529) |
| NBV at December 31, 2017 | 2,213 | 94 | 2,307 |
The following illustrates the changes in "Other intangible assets":
The investments in associates refer to:
capital and following the share capital increase subscribed by TIP for a share above its holding in October 2017;
For the changes in the investments in associated companies reference should be made to attachment 3.
The financial assets refer to minority investments in listed and non-listed companies.
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Investments in listed companies | 362,556,393 | 299,610,001 |
| Investments in non-listed companies | 80,922,076 | 74,657,041 |
| Total | 443,478,469 | 374,267,042 |
The changes in the investments measured at fair value are shown in Attachment 2.
In relation to the effects of the measurement of investments in listed companies, reference should be made to note (22).
The composition of the valuation methods of the non-current financial assets available for sale relating to investments in listed and non-listed companies is illustrated in the table below:
| Listed companies | Non-listed companies | |
|---|---|---|
| Method | (% of total) | (% of total) |
| Listed prices on active markets (level 1) | 100% | 0.0% |
| Valuation models based on market inputs (level 2) | 0.0% | 0.0% |
| Other valuation techniques (level 3) | 0.0% | 97.2% |
| Purchase cost | 0.0% | 2.8% |
| Total | 100.0% | 100.0% |
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. This investment, at December 31, 2017, was not classified as an associated company, although in the presence of a holding above 20% and some indicators of significant influence. In particular, Furn Investment S.a.s. is unable to provide periodic financial information such as to permit the TIP Group to record the investment under 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 investment available for sale.
For the same reasons outlined above it was considered appropriate to qualify the investment in Digital Magics S.p.A., in which the TIP Group holds 23.04% through StarTIP, as an investment available for sale.
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Non-current financial receivables | 25,981,883 | 33,751,593 |
| Total | 25,981,883 | 33,751,593 |
The non-current loans recognised 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 breakdown is as follows:
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Within one year | 339,956 | 336,373 |
| Beyond one year | 398,082 | 136,116 |
Current tax receivables include IRES, IRAP and withholding taxes. The non-current component principally concerns withholding taxes and IRAP reimbursement request.
The breakdown of the account at December 31, 2017 and December 31, 2016 is detailed below:
| Assets | Liabilities | Net | ||||
|---|---|---|---|---|---|---|
| 31/12/2017 | 31/12/2016 | 31/12/2017 | 31/12/2016 | 31/12/2017 | 31/12/2016 | |
| Euro | ||||||
| Other intangible assets | 4,491 | 3,140 | 0 | 0 | 4,491 | 3,140 |
| Non-curr. AFS fin. assets and | ||||||
| investees under equity method | 608 | 14,559 | (3,308,209) | (3,069,455) | (3,307,601)) | (3,054,896) |
| Current financial assets | 0 | 0 | (165,378) | 0 | (165,378) | 0 |
| Other assets | 1,547,451 | 23,760 | (8,969) | (8,969) | 1,538,482 | 14,791 |
| Other liabilities | 1,678,864 | 2,101,930 | 0 | 0 | 1,678,864 | 2,101,930 |
| Total | 3,231,414 | 2,143,389 | (3,482,556) | (3,078,424) | (251,142) | (935,035) |
| Recorded | Recorded | |||
|---|---|---|---|---|
| Euro | December 31, 2016 | through P&L | through Equity | December 31, 2017 |
| Other intangible assets | 3,140 | 1,351 | 0 | 4,491 |
| Non-curr. AFS fin. assets and investees | ||||
| under equity method | (3,054,896) | (121,914) | (130,791) | (3,307,601) |
| Current financial assets | 0 | 0 | (165,378) | (165,378) |
| Other assets | 14,791 | 1,523,691 | 0 | 1,538,482 |
| Other liabilities | 2,101,930 | (423,066) | 0 | 1,678,864 |
| Total | (935,035) | 980,062 | (296,169) | (251,142) |
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Trade receivables (before doubtful debt provision) | 881,466 | 1,125,786 |
| Doubtful debt provision | (167,809) | (167,809) |
| Total | 713,657 | 957,977 |
| Trade receivables beyond 12 months | 0 | 0 |
| Total beyond 12 months | 0 | 0 |
Changes in trade receivables is strictly related to the different revenue mix between success fees and service revenues.
Current financial receivables include Euro 10,373,061 relating to the vendor loan, at an annual interest rate of 9%, granted to Dedalus Holding S.p.A. in relation to the sale of the investment in Noemalife S.p.A. and with December 2018 maturity;
These concern non-derivative financial assets comprising investments in bonds for the temporary utilisation of liquidity.
The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Bank deposits | 3,279,543 | 1,281,871 |
| Cash in hand and similar | 4,297 | 4,898 |
| Total | 3,283,840 | 1,286,769 |
The composition of the net financial position at December 31, 2017 compared with the end of the previous year is illustrated in the table below.
| Euro | December 31, 2017 | December 31, 2016 | |
|---|---|---|---|
| A | Cash and cash equivalents | 3,283,840 | 1,286,769 |
| B | Current financial assets and current AFS assets | 38,395,397 | 182,701 |
| C | Current financial receivables | 10,828,027 | 483,136 |
| D | Liquidity (A+B+C) | 52,507,264 | 1,952,606 |
| E | Financial payables | (129,129,224) | (133,752,298) |
| F | Current financial liabilities | (39,012,505) | (67,380,227) |
| G | Net financial position (D+E+F) | (115,634,465) | (199,179,919) |
The net financial position strongly improved, despite the dividends distributed and the buyback plan of TIP shares, principally thanks to the liquidity received following the exercise of the warrants in June 2017, of approximately Euro 50.9 million.
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 | 160,061,484 |
| Total | 160,061,484 |
On June 30, 2017, the second exercise period of the TIP S.p.A. 2015-2020 Warrants concluded, with the exercise of 12,261,997 warrants and a relative share capital increase of Euro 6,376,238.44 with the issue of 12,261,997 new ordinary TIP S.p.A. shares at a price of Euro 4.15 each, for a total value of Euro 50,887,288.
The share capital of TIP S.p.A. amounts therefore to Euro 83,231,971.68, represented by 160,061,484 ordinary shares.
The treasury shares in portfolio at December 31, 2017 amounted to 2,717,689, equal to 1.70% of the share capital. The shares in circulation at December 31, 2017 total 157,343,795.
| No. treasury shares at | No. of shares acquired | No. of shares sold in | No. treasury shares at |
|---|---|---|---|
| January 1, 2017 | in 2017 | 2017 | December 31, 2017 |
| 1,478,370 | 1,449,319 | 210,000 | 2,717,689 |
The account amounts to Euro 158,078,940 and increased Euro 44,511,049 following the exercise of the warrants.
This amounts to Euro 15,371,147, increasing Euro 404 following the Shareholders' Meeting motion of April 28, 2017 with regard to the allocation of the 2016 net profit.
The positive reserve amounts to Euro 208,829,278. 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 main component of income and charges recognised directly through equity, is illustrated in the table below:
| Euro | Book value at 31.12.2016 |
Change | Book value 31.12.2017 |
|---|---|---|---|
| Non-current AFS financial assets | 35,762,455 | 98,443,895 | 134,206,350 |
| Investments measured under the equity method Current AFS financial assets |
65,255,929 | 16,473,680 | 81,729,609 |
| 686,475 | 686,475 | ||
| Tax effect | (2,554,819) | (424,573) | (2,979,392) |
| Total | 98,463,565 | 115,179,477 | 213,643,042 |
| Group share | 96,178,426 | 112,650,852 | 208,829,278 |
| minority interest share | 2,285,139 | 2,528,625 | 4,813,764 |
The table below illustrates the implicit gains/(losses) of the investments and of the current financial assets in the year which are recognised under equity in the account "Valuation reserve AFS financial assets".
For details of changes, reference should be made to attachment 2 and to note 13 (Non-current AFS financial assets) and attachment 3 and note 12 (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 11,991,347. This is a non-distributable reserve.
These are negative reserves and amount to Euro 210,415. They mainly refer to the stock option plan reserve created following the allocation of options to employees and directors offset by the negative changes in the reserves of associates measured under the equity method.
The merger surplus amounts to Euro 5,060,152 and derives from the incorporation of Secontip S.p.A. into TIP S.p.A. on January 1, 2011.
Retained earnings amount to Euro 98,456,635 and increased, compared to December 31, 2016, for Euro 41,385,076 following the allocation of the 2016 net profit.
During the period, dividends of Euro 10,100,909 were distributed, equal to Euro 0.069 per share.
The reserve is a negative Euro 483,655, unchanged compared to December 31, 2016.
The following table shows reconciliation between Parent Company and Consolidated net equity and net profit.
| Euro | Equity at January 1, 2017 |
2017 Result |
Other changes |
Group net equity at December 31, 2017 |
Minority interest equity |
Equity at December 31, 2017 |
|---|---|---|---|---|---|---|
| Parent Company Equity as per separate financial statements |
324,114,917 | 67,014,693 | 123,828,468 | 514,958,078 | 514,958,078 | |
| Eliminations in separate financial statements Carrying value and adjustments of |
(883,626) | (31,761,019) | 3,336,396 | (29,308,249) | (29,308,249) | |
| investments measured under the equity method |
94,599,816 | 35,916,552 | 6,327,815 | 136,844,183 | 136,844,183 | |
| Net equity and result for the year (determined in accordance with uniform accounting principles) of the companies consolidated |
17,472,573 | 595,063 | 4,270,793 | 22,338,429 | 19,383,598 | 41,722,027 |
| Elimination carrying value of consolidated companies |
(15,014,445) | (1,710,000) | (16,724,445) | (16,724,445) | ||
| Equity attributed to the shareholders of the parent from the consolidated financial |
||||||
| statements | 420,289,235 | 71,765,289 | 136,053,472 | 628,107,996 | 19,383,598 | 647,491,594 |
Basic earnings per share
At December 31, 2017, the basic earnings per share – net profit divided by the average number of shares in circulation in the period taking into account treasury shares held – was Euro 0.47.
At December 31, 2017, the diluted earnings per share was Euro 0.46. This represents the net profit for the year divided by the average number of ordinary shares in circulation at December 31, 2017, calculated taking into account the treasury shares held and considering any potential dilution effects generated from the shares servicing the stock option plan (3,290,000) and from
the newly issued shares (24,683,018) relating to the remaining warrants in circulation.
At December 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 updated based on actuarial calculations.
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Opening balance | 271,667 | 226,451 |
| Provisions in the year | 65,415 | 67,455 |
| Actuarial gains/losses | 3,140 | 20,087 |
| Transfers to pension funds and utilisations | (33,178) | (42,326) |
| Total | 307,384 | 271,667 |
Financial payables of Euro 129,129,224 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 39,012,505 and principally comprise bank payables of the parent company of Euro 35,665,048 and interest on bonds for Euro 3,347,457.
| (27) Tax payables | |||
|---|---|---|---|
| ------------------- | -- | -- | -- |
The breakdown of the account is as follows:
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| IRAP | 0 | 303,660 |
| VAT | 166,136 | 10,554 |
| Withholding taxes | 165,226 | 114,825 |
| Total | 331,362 | 429,039 |
The account mainly refers to emoluments for directors and employees.
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Directors and employees | 13,526,859 | 16,534,243 |
| Social security institutions | 155,204 | 174,297 |
| Other | 134,655 | 111,660 |
| Total | 13,816,718 | 16,820,200 |
The Group, by nature of its activities, is exposed to various types of financial risks - in particular to the risk of changes in market prices of investments and, marginally, to the risk of interest rates.
The policies adopted by the Group for the management of the financial risk are illustrated below.
The Group is exposed to the interest rate risk relating to the value of the current financial assets represented by bonds and financial receivables.
The Group, by nature of its activities, is exposed to the risk of changes in the value of the investments.
In relation to the listed investments at the present moment there is no efficient hedging instrument of a portfolio such as those with the characteristics of the Group.
Relating to non-listed companies, the risks related:
(c) the liquidity of these investments, not negotiable on regulated markets;
were not hedged through specific derivative instruments as not available. The Group attempts to minimise the risk – although within a merchant banking activity and therefore by definition risky – through a careful analysis of the companies and sectors on entry into the share capital, as well as through careful monitoring of the performance of the investee companies after entry in the share capital.
A sensitivity analysis is reported below which illustrates the effects resulting from, respectively on the income statement and on the balance sheet, of a hypothetical change in the fair value of the instruments held at December 31, 2017 of +/-5% compared to the comparative figures for 2016.
| Sensitivity Analysis | December 31, 2017 | December 31, 2016 | ||||
|---|---|---|---|---|---|---|
| thousands of Euro | -5.00% | Basic | +5.00% | -5.00% | Basic | +5.00% |
| Investments in listed companies | 344,429 | 362,556 | 380,684 | 284,630 | 299,610 | 314,591 |
| Investments in non-listed companies | 76,876 | 80,922 | 84,968 | 70,924 | 74,657 | 78,390 |
| Non-current AFS financial assets | 421,305 | 443,478 | 465,652 | 355,554 | 374,267 | 392,980 |
| AFS financial assets | 35,877 | 37,765 | 39,653 | 0 | 0 | 0 |
| Other current assets | 599 | 631 | 663 | 173 | 182 | 191 |
| Current financial assets | 36,476 | 38,396 | 40,316 | 173 | 182 | 191 |
| Effects on the result | (32) | 32 | (9) | 9 | ||
| Effects on the revaluation reserve financial assets |
(24,062) | 24,062 | (18,713) | 18,713 |
The Group's exposure to the credit risk depends on the specific characteristics of each client as well as the type of activities undertaken and in any case at the preparation date of the present financial statements is not considered significant.
Before undertaking an assignment, careful analysis is undertaken on the credit reliability of the client.
The Group approach in the management of liquidity guarantees, where possible, that there are always sufficient funds to meet current obligations.
At December 31, 2017, the Group had in place sufficient credit lines to cover the group's financial needs.
Directors provide for maintaining high levels of own capital in order to maintain a relationship of trust with investors, allowing for future development.
The parent company acquired treasury shares on the market on the basis of available prices.
The classification of financial instruments at fair value in accordance with IFRS 13 is determined based on the quality of the input sources used in the valuation, according to the following hierarchy:
level 1: determination of fair value based on prices listed ("unadjusted") in active markets for identical assets or liabilities. This category includes the instruments in which the TIP Group operates directly in active markets (for example investments in listed companies, listed bond securities etc.);
In accordance with the disclosures required by IFRS 13, the types of financial instruments recorded in the financial statement at December 31, 2017 are illustrated below with indication of the accounting policies applied and, in the case of financial instruments measured at fair value, of the exposure to changes in fair value (income statement or equity), specifying also the hierarchical level of fair value attributed.
The final column of the following tables shows, where applicable, the fair value at the end of the period of the financial instrument.
| Accounting policies applied in accounts for financial instruments | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Type of instrument | fair value | fair value | |||||||||
| recorded through: | with change in fair value | Total fair | Fair value hierarchy | Amortised cost |
Invest. at cost |
Book value at |
|||||
| thousands of Euro | P& L |
equity | value | 2 | 3 | 31/12/2017 | |||||
| AFS financial assets of which |
443,478 | 443,478 | 443,478 | 443,478 | |||||||
| - listed companies | 362,556 | 362,556 | 362,556 | 362,556 | 362,556 | ||||||
| - non-listed companies | 80,922 | 80,922 | 78,623 | 2,299 | 80,922 | 80,922 | |||||
| Financial receivables | 1 | 36,810 | 36,810 | 36,833 | |||||||
| Trade receivables | 1 | 714 | 714 | 714 | |||||||
| Current financial assets | 631 | 631 | 631 | 631 | 631 | ||||||
| AFS financial assets | 37,765 | 37,765 | 37,765 | 37,765 | 37,765 | ||||||
| Cash and cash equivalents | 1 | 3,284 | 3,284 | 3,284 | |||||||
| Other current assets | 1 | 265 | 265 | 265 | |||||||
| Non-current financial payables |
2 | 129,129 | 129,129 | 132,456 | |||||||
| Trade payables | 1 | 411 | 411 | 411 | |||||||
| Current financial liabilities | 1 | 39,013 | 39,013 | 39,013 | |||||||
| Other liabilities | 1 | 13,817 | 13,817 | 13,817 |
Note
For these accounts the fair value was not calculated as their carrying value approximates this value.
The account includes items whereby the fair value was not calculated as their carrying value approximates this value.
As illustrated in note 2 above, the TIP Group will adopt IFRS 9 for the preparation of the financial statements for periods which commence from January 1, 2018 and thereafter. This will result in a change in the accounting policies and criteria adopted for the preparation of the financial statements at December 31, 2017 with the consequent reclassifications and adjustments of the amounts in the financial statements.
In accordance with the transitory provisions of IFRS 9, the company has adopted the option not
to adjust the 2017 figures which will be presented for comparative purposes and therefore the adjustments in values calculated on the opening amounts at January 1, 2018 will only impact upon the net equity.
The effects expected from the transition to IFRS 9 on the statement of financial position and net equity both in terms of value and classification are illustrated below. The income statement and statement of comprehensive income for the year 2017 are also shown compared with the proforma data from application of IFRS 9 from January 1, 2017.
| (in Euro) | December 31, 2017 | January, 1 2018 IFRS 9 |
Changes | Note |
|---|---|---|---|---|
| Non-current assets | ||||
| Property, plant and equipment | 124,017 | 124,017 | 0 | |
| Goodwill | 9,806,574 | 9,806,574 | 0 | |
| Other intangible assets | 2,307 | 2,307 | 0 | |
| AFS financial assets | 443,478,469 | 0 | (443,478,469) | 30.1 |
| Investments measured at FVOCI | 0 | 443,478,469 | 443,478,469 | 30.1 |
| Associates measured under the equity method | 297,133,792 | 297,133,792 | 0 | 30.2 |
| Financial receivables | 25,981,883 | 0 | (25,981,883) | 30.3 |
| Financial receivables measured at amortised cost | 0 | 6,460,702 | 6,460,702 | 30.3 |
| Financial assets measured at FVTPL | 0 | 20,117,473 | 20,117,473 | 30.3 |
| Derivative instruments | 0 | 0 | 0 | |
| Tax receivables | 398,082 | 398,082 | 0 | |
| Deferred tax assets | 3,231,414 | 3,231,414 | 0 | |
| Total non-current assets | 780,156,538 | 780,752,829 | 596,292 | |
| Current assets | ||||
| Trade receivables | 713,657 | 713,657 | 0 | 30.4 |
| Current financial receivables | 10,828,027 | 0 | (10,828,027) | 30.3 |
| Current financial receivables measured at | ||||
| amortised cost | 0 | 10,714,602 | 10,714,602 | 30.3 |
| Current financial assets | 630,687 | 0 | -630,687 | 30.3 |
| Derivative instruments | 0 | 171,240 | 171,240 | 30.3 |
| AFS financial assets | 37,764,710 | 0 | (37,764,710) | 30.5 |
| Current financial assets measured at FVOCI | 0 | 37,764,710 | 37,764,710 | 30.5 |
| Cash and cash equivalents | 3,283,840 | 3,283,840 | 0 | |
| Tax receivables | 339,956 | 339,956 | 0 | |
| Other current assets | 264,919 | 264,919 | 0 | |
| Total current assets | 53,825,796 | 53,252,924 | (572,872) | |
| Total assets | 833,982,334 | 834,005,754 | 23,420 | |
| Equity | ||||
| Share capital | 83,231,972 | 83,231,972 | 0 | |
| Reserves | 374,654,100 | 374,654,100 | 0 | 30.6 |
| Retained earnings | 98,456,635 | 98,474,435 | 17,800 | 30.6 |
| Profit of the parent | 71,765,289 | 71,765,289 | 0 | |
| Total equity attributable to the shareholders | ||||
| of the parent | 628,107,996 | 628,125,796 | 17,800 | |
| Equity attributable to minority interests | 19,383,598 | 19,383,598 | 0 | |
| Total equity | 647,491,594 | 647,509,394 | 17,800 | |
| Non-current liabilities | ||||
| Post-employment benefits | 307,384 | 307,384 | 0 | |
| Financial payables | 129,129,224 | 129,129,224 | 0 | 30.7 |
| Deferred tax liabilities | 3,482,556 | 3,482,556 | 0 | |
|---|---|---|---|---|
| Total non-current liabilities | 132,919,164 | 132,919,164 | 0 | |
| Current liabilities | ||||
| Trade payables | 410,991 | 410,991 | 0 | |
| Current financial liabilities | 39,012,505 | 39,012,505 | 0 | 30.7 |
| Tax payables | 331,362 | 336,983 | 5,620 | |
| Other liabilities | 13,816,718 | 13,816,718 | 0 | |
| Total current liabilities | 53,571,576 | 53,577,197 | 5,621 | |
| Total liabilities | 186,490,740 | 186,496,361 | 5,621 | |
| Total equity & liabilities | 833,982,334 | 834,005,754 | 23,420 |
The total impact on the equity of the TIP Group at January 1, 2018 is summarised in the table below.
| Euro | ||
|---|---|---|
| Equity at December 31, 2017 IAS 39 | 647,491,594 | Note |
| Adjustments to financial assets measured at FVTPL | 23,420 | 30.3 |
| Tax effect of the adjustments | (5,620) | |
| Equity at January 1, 2018 IFRS 9 | 647,509,394 |
For the investments in equity, comprising generally investments with shareholdings below 20% which are not held for trading, classified at December 31, 2017 as AFS financial assets, the company adopted the option within IFRS 9 of accounting for the changes in the fair value through Other Comprehensive Income (FVOCI), therefore with counter-entry in an equity reserve (alternative of accounting for changes in fair value through profit or loss). The FVOCI accounting of the investments in equity does not permit the recognition through profit or loss of the gains/losses realised on sale and the relative reversal from the fair value reserve in equity. Any impairments will also not be recorded through profit or loss. Adopting the FVOCI option only the dividends received from the investments will be recognised through profit or loss.
This accounting treatment as per IFRS 9 is discretionally applicable by the company case by case for investments not held for trading and is adopted as the general accounting criterion and therefore will also be applied to any new investments in equity with the same features.
Following this reclassification the value of the investments at December 31, 2017 do not change as according to IAS 39 the AFS financial assets were measured at fair value. However a reclassification is necessary from the equity reserve relating to the accumulated fair value changes, equal to Euro 119,049,027 net of the relative tax effect, from "financial assets held for sale revaluation reserve" to the FVOCI reserve (note 30.6).
The most significant effect of the adoption of IFRS 9 relating to this category of financial assets will be, as already described, on the income statement following the non-recognition through profit or loss of the gains/losses realised on sale. Where IFRS 9 had already been adopted at January 1, 2017 the financial income in the 2017 income statement would be lower by Euro 42,700,638, equal to the non-reversal of the gain/losses in the accumulated reserve until their realisation. This gain would have been recorded under "Increases/decreases in investments measured at FVOCI" of the other comprehensive income without reversal through profit or loss. In the statement of comprehensive income, in addition, the "Increases/decreases in non-current AFS financial assets" would have been classified as "Increases/decreases in investments measured at FVOCI" without reversal through profit or loss.
The adoption of IFRS 9 does not result in direct effects on the accounting of the investments in associates measured under the equity method as per IAS 28. However, the application of IFRS 9 will have effects on the preparation of the financial statements of associates utilised for the preparation of the consolidated financial statements. In particular investee companies of the associates will be reclassified from AFS financial assets to investments measured at FVOCI as illustrated in the previous paragraph.
Similar to that described in note 30.1 this reclassification does not generate any impact on the value of the associated investments at December 31, 2017 but a different classification of the accumulated fair value changes, equal to Euro 89,259,157 net of the relative tax effect, which will be reclassified from the "AFS financial assets revaluation reserve" to the FVOCI reserve.
The gains/losses realised on the investments held by associated companies will no longer be recognised in the income statement and therefore recognised by TIP as its share of the result in the investees measured under the equity method but will be recognised under "Increases/decreases in investments measured under the equity method" as other comprehensive income without reversal through profit or loss and counter-entry in the FVOCI reserve. Where IFRS 9 had been adopted from January 1, 2017 the share of the results in investments measured under the equity method would have been lower by Euro 22,582,675 while the "Increases/decreases in investments measured under the equity method" as other comprehensive income without reversal through profit or loss would have been higher by the same amount. In the statement of comprehensive income the "Increases/decreases in investments measured under the equity method" relating to the changes in the fair value of their investees would have been reclassified under as other comprehensive income without reversal through profit and loss.
In order to determine the recognition criterion applicable to financial assets other than investments in equity IFRS 9 requires an analysis through several steps.
Firstly, the expected contractual cash flows generated from the financial asset must be subjected to a test (SPPI Test) which must prove that at the measurement date there are no other cash flows than the repayment of principal and interest potentially within the contract.
Subsequently the business model which the company adopts in relation to the financial assets must be established on which the accounting criteria adopted depends.
It is also necessary to verify the presence of any embedded derivatives within the principal financial asset.
Based on these analysis the company has identified the following financial asset categories as per IFRS 9.
These concern financial assets acquired by the company with the intention of maintaining them until maturity in order to receive the relative interest, and the sales are incidental events. The accounting criterion required by IFRS 9 for these financial assets is the amortised cost criterion, which does not differ from that currently applied. The current portion of these receivables is represented by interest or principal which will be received within one year.
This concerns financial assets, generally convertible loans, which generate cash flows which provide for the allocation of shares and/or include implied derivatives relating to the conversion clauses. Differing from IAS 39 applicable to the financial statements for the year ended December 31, 2017, IFRS 9 does not separate the embedded derivatives from the host instrument but provides for the allocation of these financial assets to the category FVTPL, i.e. financial assets measured at fair value through profit and loss.
Therefore while previously as per IAS 39 in the case of accounting separation the non-derivative component of these instruments were recognised under the amortised cost method and the derivative component was separated and measured at fair value, these instruments must be completely measured at fair value through profit or loss, including the changes in fair value related to market conditions of the other components of the instruments, for example interest rates.
The adjustments in value of the financial assets measured at FVTPL at January 1, 2018 amounts to Euro 23,420 before the tax effect.
Where IFRS 9 had been adopted from January 1, 2017 other financial income would have been lower by Euro 1,307,647 while the income and fair value changes in financial assets measured at FVTPL would amount to Euro 1,370,240.
The derivative instruments not embedded in other financial instruments will be measured at fair value through profit or loss. This accounting treatment does not change from that already applied at December 31, 2017.
The specific nature of the receivables generated from the activities of TIP and the historical analysis of losses on receivables in recent years supports the conclusion that the adoption of IFRS 9 will not result in adjustments on the opening balances or significant subsequent impacts generated from impairment risks.
This consideration is also valid with reference to financial receivables held.
As illustrated in Note 30.3 the company carried out an SPPI test and established the business
model for the various financial asset categories. The current AFS financial assets are nonderivative financial assets comprising investments in bond securities which constitute temporary liquidity investments realised in accordance with the business model which provides for the receipt of the relative cash flows and the sale of the bonds on an opportunistic basis. The cash flows from these financial instruments comprise solely principal and interest.
The FVOCI measurement will therefore involve the recognition in an equity reserve of the fair value changes in the securities until the date of sale recognising in the income statement interest income and any impairments. Differing from the accounting of investments in equity at the time of sale the gains/losses will be recognised through profit or loss with reversal of the fair value changes through profit or loss previously recognised in the equity reserve.
As these assets already at December 31, 2017 are measured at fair value with changes recorded under equity, the reclassification required by IFRS 9 will not result in adjustments but only the corresponding reclassification of the accumulated fair value changes, amounting to Euro 521,097 net of the tax effect, from the "financial assets held for sale revaluation reserve" to the "FVOCI reserve with reversal through profit or loss".
The financial income in the 2017 income statement would not have changed following the adoption of IFRS 9 for this category of financial assets.
As illustrated in the previous notes the introduction of IFRS 9 results in a reclassification between reserves as indicated below. The FVOCI reserve without reversal through profit or loss will be reclassified to the retained earnings when the accumulated fair value changes are realised, generally on the divestment. Once reclassified under retained earnings the reserve becomes distributable.
| in euro | Riserva di rivalutazione attività finanziarie destinate alla vendita |
Riserva FV OCI senza rigiro a conto economico |
Riserva FV OCI con rigiro a conto economico |
Utili / perdite portati a nuovo |
Totale patrimonio netto di gruppo |
|---|---|---|---|---|---|
| Al 31 dicembre 2017 consolidato | 208.829.278 | 0 | 98.456.635 | 628.107.996 | |
| Variazioni di fair value delle attività finanziarie disponibili per la vendita |
(119.049.027) | 119.049.027 | 0 | ||
| Altre componenti di conto economico complessivo delle partecipazioni valutate al patrimonio netto |
(89.259.157) | 89.259.157 | 0 | ||
| Variazioni di fair value delle attività finanziarie correnti | 521.097 | (521.097) | 0 | ||
| Rettifiche di valore di attività finanziarie valutate a FVTPL | 17.800 | 17.800 | |||
| All'1 gennaio 2018 consolidato | 0 | 208.308.184 | (521.097) | 98.474.435 | 628.125.796 |
The analysis undertaken on the financial liabilities held concluded that the adoption of IFRS 9 will have no effect on the accounting of the financial liabilities already recorded at amortised cost utilising the effective interest rate method.
| Consolidated income statement | |
|---|---|
| Tamburi Investment Partners Group |
| (in Euro) | 2017 | 2017 Pro | Change | Note |
|---|---|---|---|---|
| Forma IFRS 9 | ||||
| Revenue from sales and services | 7,125,373 | 7,125,373 | ||
| Other revenue | 88,321 | 88,321 | ||
| Total revenue | 7,213,694 | 7,213,694 | ||
| Purchases, service and other costs | (2,018,266) | (2,018,266) | ||
| Personnel expense | (15,609,419) | (15,609,419) | ||
| Amortisation, depreciation & write-downs | (70,096) | (70,096) | ||
| Operating Loss | (10,484,087) | (10,484,087) | ||
| Financial income | 52,518,451 | 9,880,406 | (42,638,045) | 30.1 |
| of which: | ||||
| Investment income | 48,046,101 | 0 | (48,046,101) | 30.1 |
| Investment income measured at FVOCI | 5,345,463 | 5,345,463 | 30.1 | |
| Income from securities recorded in | ||||
| current assets | 404,910 | 404,910 | ||
| Other income | 4,067,440 | 2,579,793 | (1,307,647) | 30.3 |
| Changes in fair value of financial assets | ||||
| measured at FVTPL | 0 | 1,370,240 | 1,370,240 | 30.3 |
| Financial charges | (6,394,134) | (6,384,929) | 9,205 | 30.1 |
| Profit before adjustments to investments | 35,640,230 | (6,988,610) | (42,628,840) | |
| Share of profit of associates measured under the | ||||
| equity method | 35,916,552 | 13,333,877 | (22,582,675) | 30.2 |
| Adjustments to AFS financial assets | 0 | 0 | ||
| Profit before taxes | 71,556,782 | 6,345,267 | (65,211,515) | |
| Current and deferred taxes | 530,166 | 1,735,976 | 1,205,810 | |
| Profit | 72,086,948 | 8,081,243 | (64,005,705) |
| (in Euro) 2017 2017 Pro Forma IFRS9 |
Changes | Note | ||
|---|---|---|---|---|
| Profit | 72,086,948 | 8,081,243 | (64,005,705) | 30.1/.2/.3 |
| Other comprehensive income items | ||||
| Income through P&L | ||||
| Increase/(decrease) in AFS non-current | ||||
| financial assets | 99,360,104 | 0 | (99,360,104) | 30.1 |
| Unrealised profit | 98,626,343 | 0 | (98,626,343) | 30.1 |
| Tax effect | 733,761 | 0 | 733,761 | 30.1 |
| Increase/(decrease) in investees measured | ||||
| under the equity method | 13,152,169 | 0 | (13,152,169) | 30.2 |
| Unrealised profit | 14,112,337 | 0 | (14,112,337) | 30.2 |
| Tax effect | (960,168) | 0 | 960,168 | 30.2 |
| Increase/(decrease) AFS current financial assets |
||||
| Unrealised profit | 521,097 | 521,097 | 0 | |
| Tax effect | 686,475 | 686,475 | 0 | |
| (165,378) | (165,378) | 0 | ||
| Income not through P&L | ||||
| Increase/decrease investments measured | ||||
| at FVOCI | 0 | 141,101,697 | 141,101,697 | 30.1 |
| Profit | 0 | 141,317,776 | 141,317,776 | 30.1 |
| Tax effect | 0 | (216,079) | (216,079) | 30.1 |
| Increase/(decrease) in investees measured | ||||
| under the equity method | 0 | 35,463,852 | 35,463,852 | 30.2 |
| Profit | 0 | 36,695,012 | 36,695,012 | 30.2 |
| Tax effect | 0 | (1,231,160) | (1,231,160) | 30.2 |
| Employee benefits | (3,140) | (3,140) | 0 | |
| Total other comprehensive income items | 113,030,230 | 177,083,506 | 64,053,276 | |
| Total comprehensive income | 185,117,178 | 185,164,749 | 47,571 |
The following tables report the financial instruments of the parent company TIP directly and indirectly held at the end of the period, also through trust companies, communicated to the company by the members of the Board of Directors. The table also illustrates the financial instruments acquired, sold and held by the above parties in 2017.
| Members of the Board of Directors | ||||||
|---|---|---|---|---|---|---|
| Name | Office | No. of shares held at December 31, 2016 |
No. of shares acquired in 2017 |
No. of shares allocated from exercise of TIP warrant |
No. of shares sold in 2017 |
No. of shares held at December 31, 2017 |
| Giovanni Tamburi(1) | Chair. & CEO | 11,077,151 | 1,000,000 | 12,077,151 | ||
| Alessandra Gritti | Vice Chair. & CEO |
1,931,943 | 100,000 | 2,031,943 | ||
| Cesare d'Amico(2) | Vice Chairman | 18,715,624 | 36,720 | 2,562,656 | 21,315,000 | |
| Claudio Berretti | Dir. & Gen. Manager |
1,446,864 | 311,716 | 1,758,580 | ||
| Alberto Capponi | Director | 0 | 0 | |||
| Paolo d'Amico(3) | Director | 17,850,000 | 2,400,000 | 20,250,000 | ||
| Giuseppe Ferrero(4) | Director | 2,920,998 | 89,850 | 691,453 | (356,000) | 3,346,301 |
| Manuela Mezzetti | Director | 59,702 | 14,925 | 74,627 | ||
| Daniela Palestra | Director | 0 | 0 | |||
| Name | Office | No of warrants held at December 31, 2016 |
No. of warrants assigned in 2017 |
No. of warrants sold in 2017 |
No. of warrants exercised in 2017 |
No of warrants held at December 31, 2017 |
| Giovanni Tamburi(1) | Chair. & CEO | 2,559,167 | (190,987) | (1,000,000) | 1,368,180 | |
| Alessandra Gritti | Vice Chair. & CEO |
458,485 | (100,000) | 358,485 | ||
| Cesare d'Amico(2) | Vice Chairman | 4,562,656 | (2,562,656) | 2,000,000 | ||
| Claudio Berretti | Dir. & Gen. Manager |
311,716 | (311,716) | 0 | ||
| Alberto Capponi | Director | 0 | 0 | |||
| Paolo d'Amico(3) | Director | 4,400,000 | (2,400,000) | 2,000,000 | ||
| Giuseppe Ferrero(4) | Director | 691,453 | (691,453) | 0 | ||
| Manuela Mezzetti | Director | 14,925 | (14,925) | 0 | ||
| Daniela Palestra | Director | 0 | 0 |
(1)Giovanni Tamburi holds his investment in the share capital of TIP in part directly in his own name and in part indirectly through Lippiuno S.r.l., a company in which he holds 85.75% of the share capital.
(2)Cesare d'Amico holds his investment in the share capital of TIP through d'Amico Società di Navigazione S.p.A. (a company in which he holds directly and indirectly 50% of the share capital), through the company Fi.Pa. Finanziaria di Partecipazione S.p.A. (a company which directly holds 54% of the share capital) and through family members.
(3)Paolo d'Amico holds his investment in the share capital of TIP through d'Amico Società di Navigazione S.p.A., a company in which he holds (directly) a 50% shareholding.
(4)Giuseppe Ferrero holds his investment in the share capital of TIP directly and through family members.
The members of the Board of Statutory Auditors do not hold shares or warrants of the company.
The table below reports the monetary remuneration, expressed in Euro, to the members of the boards in 2017.
| TIP office | Fees 31/12/2017 |
|---|---|
| Directors | 13,819,654 |
| Statutory Auditors | 61,250 |
The remuneration of the Supervisory Board is Euro 3,000.
TIP also signed two insurance policies with Chubb Insurance Company of Europe S.A. - a D&O and a professional TPL policy - in favour of the Directors and Statutory Auditors of TIP, of the subsidiaries, as well as the investees companies in which TIP has a Board representative, in addition to the General Managers and coverage for damage to third parties in the exercise of their functions.
The table reports the transactions with related parties during the year outlined according to the amounts, types and counterparties.
| Party | Type | Value/Balance at December 31, 2017 |
Value/Balance at December 31, 2016 |
|---|---|---|---|
| Asset Italia S.p.A. | Revenue | 1,001,533 | 476,283 |
| Asset Italia S.p.A. | Trade receivables | 250,000 | 251,470 |
| Betaclub S.r.l. | Revenue | 25,000 | 23,728 |
| Betaclub S.r.l. | Trade receivables | 25,000 | 23,728 |
| BE S.p.A. | Revenues | 60,000 | 60,000 |
| BE S.p.A. | Trade receivables | 15,000 | 30,000 |
| ClubTre S.p.A. | Revenue | 50,000 | 110,608 |
| ClubTre S.p.A. | Trade receivables | 50,000 | 50,608 |
| Clubitaly S.p.A. | Revenue | 30,000 | 30,606 |
| Clubitaly S.p.A. | Trade receivables | 30,000 | 30,606 |
| Clubitaly S.p.A. | Financial receivables | 324,010 | 220,909 |
| Gruppo IPG Holding S.p.A. | Revenue | 30,131 | 30,041 |
| Gruppo IPG Holding S.p.A. | Trade receivables | 30,131 | 30,041 |
| TIP-pre IPO S.p.A. | Revenue | 501,087 | 504,222 |
| TIP-pre IPO S.p.A. | Trade receivables | 125,000 | 253,964 |
| Services provided to companies related to the Board of Directors | Revenue | 1,045,540 | 2,025,835 |
| Services provided to companies related to the Board of Directors | Trade receivables | 74,820 | 10,810 |
| Services received from companies related to the Board of Directors | Costs (services received) |
6,462,681 | 7,922,858 |
| Services received from companies related to the Board of Directors | Trade payables | 5,844,584 | 7,306,399 |
| Giovanni Tamburi | Revenues (services provided) |
4,379 | 3,352 |
The services provided for all the above listed parties were undertaken at contractual terms and conditions in line with the market.
With reference to the subsequent events, reference should be made to the Directors' Report.
The TIP Group adopts the provisions of the new version of the Self-Governance Code published by Borsa Italiana as its corporate governance model.
The Corporate Governance and Ownership Structure Report for the year is approved by the Board of Directors and published annually on the website of the company www.tipspa.it, in the "Corporate Governance" section.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, March 9, 2018
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 preparation of the consolidated financial statements for the year ended December 31, 2017.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer
Milan, March 9, 2018
| Company | Restered office | share | number of | number of | % | share of | book value | |
|---|---|---|---|---|---|---|---|---|
| capital | shares | shares held | held | net equity | in accounts | |||
| Associates | ||||||||
| Asset Italia S.p.A. (1) | Milan | |||||||
| via Pontaccio, 10 | Euro | 2,210,000 | 100.000.000 (*) | 20.000.000 (*) | 20,00 (*) | 51,169,275 | 50,907,775 | |
| Be Think, Solve, Execute S.p.A. (2) | Rome | |||||||
| viale dell'Esperanto, 71 | Euro | 27,109,165 | 134,897,272 | 31,582,225 | 23.41 | 11,840,413 | 17,206,755 | |
| Clubitaly S.p.A. (1) | Milan | |||||||
| via Pontaccio, 10 | Euro | 103,300 | 103,300 | 31,197 | 30.20 | 63,517,985 | 63,224,653 | |
| Clubtre S.p.A. (3) | Milan | |||||||
| via Pontaccio, 10 | Euro | 120,000 | 120,000 | 29,544 | 24.62 | 69,524,832 | 75,212,897 | |
| Gatti & Co. GmbH (2) | Frankfurt am Main | |||||||
| Bockenheimer Landstr. 51-53 | Euro | 35,700 | 35,700 | 10,700 | 29.97 | 148,683 | 313,540 | |
| Gruppo IPG Holding S.p.A. (2) ** | Milan | |||||||
| via Appiani, 12 | Euro | 142,438 | 284,875 | 67,348 | 23.64 | 70,432,313 | 59,319,910 | |
| Palazzari & Turries Limited (4) | Hong Kong | |||||||
| 88 Queen's Road | Euro | 300,000 | 300,000 | 90,000 | 30.00 | 303,954 | 470,318 | |
| TIP-Pre Ipo S.p.A. (1) | Milan | |||||||
| via Pontaccio, 10 | Euro | 329,999 | 3,299,988 | 942,854 | 28.57 | 30,431,284 | 30,477,944 |
(1) Value relating to the net equity updated at 31.12.2017.
(2) Value relating to the net equity updated at 31.12.2016.
(3) Value relating to the net equity updated at 30.6.2017. The fully diluted % held is 43.28%.
(4) Share Capital in Hong Kong dollars. Value relating to the net equity updated at 31.12.2016. The net equity was converted at the EUR/HKD rate of 0,1223 (31.12.2016).
* Tracking shares not included
** The fully diluted % held is 33,72%
| 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 | 31.12.2017 | ||||||
| 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 | 4.724.974 | 34.226.000 | 5.406.655 | 39.632.655 | ||||||||
| Other equity instr. & other minor | 941.041 | 600.000 | (100.000) | 1.441.041 | 858.346 | 2.299.421 | ||||||||
| Total non-listed companies | 69.432.067 | 4.724.974 | 600.000 | (100.000) | 74.657.041 | 858.346 | 0 | 5.406.655 | 0 | 0 | 0 | 0 | 80.922.076 | |
| Listed companies | ||||||||||||||
| Alkemy S.p.A. | 425.000 | 0 | 4.993.828 | 284.672 | 5.278.500 | |||||||||
| Amplifon S.p.A. | 6.038.036 | 34.884.370 | 51.434.856 | 86.319.226 | 33.188.146 | (12.800.884) | (29.178.106) | 77.528.382 | ||||||
| Digital Magics S.p.A. | 1.684.719 | 4.906.009 | (1.458.837) | 19.182 | 3.466.354 | 4.996.857 | 4.829.222 | 13.292.433 | ||||||
| Ferrari N.V. USD | 304.738 | 17.764.789 | 2.134.299 | (3.090.941) | 16.808.147 | 9.831.336 | 26.639.483 | |||||||
| Fiat Chrysler Automobiles N.V. | 746.000 | 16.625.205 | (1.548.105) | 15.077.100 | 6.447.625 | (9.497.387) | (904.478) | 11.122.860 | ||||||
| Fiat Chrysler Automobiles N.V. USD | 2.076.925 | 312.958 | 17.656.453 | 17.969.411 | 12.925.563 | 30.894.974 | ||||||||
| Hugo Boss AG | 978.000 | 62.522.390 | (25.306.853) | 15.159.593 | 52.375.130 | 5.439.049 | 11.565.141 | 69.379.320 | ||||||
| Moncler S.p.A. | 4.498.354 | 5.131.567 | 92.368.224 | 97.499.791 | 53.862.940 | (21.923.951) | (12.121.708) | 117.317.072 | ||||||
| Servizi Italia S.p.A. | 548.432 | 2.938.289 | 265.566 | (1.241.564) | 1.962.291 | 1.712.203 | 3.674.494 | |||||||
| Other listed companies | 18.496.063 | 76.472 | (308.594) | (10.131.389) | 8.132.551 | 406.006 | 0 | 1.348.322 | (1.885.703) | (85.161) | (487.141) | 0 | 7.428.875 | |
| Total listed companies | 158.137.115 | 31.041.923 | 121.803.917 | (11.372.953) | 299.610.001 | 15.835.739 | 0 | 135.995.171 | (46.107.925) | (85.161) | (42.691.433) | 0 | 362.556.393 | |
| Total investments | 227.569.182 | 35.766.897 | 122.403.917 | (11.472.953) | 374.267.042 | 16.694.085 | 0 | 141.401.826 | (46.107.925) | (85.161) | (42.691.433) | 0 | 443.478.469 |
| TAMBURI INVESTMENT PARTNERS GROUP | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Attachment 3 - | Changes in associates measured under the equity method | ||||||||||||||
| Balance at 1.1.2017 | decreases | Book value | |||||||||||||
| in Euro | No. of | historic | write revaluations | share of | shareholder | decreases | increase | Book value | Share of results | increase | increase | (decreases) (write-downs) | at 31.12.2017 | ||
| shares | cost | backs (write-downs) | results as per | loan capital | o r |
(decrease) | in accounts Purchases | as per eq. meth. | (decrease) | (decrease) or restitutions revaluations | |||||
| equity method | advance restitutions | fair value | fair value reserve other reserves | ||||||||||||
| Asset Italia S.p.A. (1) | 20.000.000 (1) | 2.400.000 | (126.688) | 2.273.312 47.500.000 | 482.637 | 353.332 | 298.494 | 50.907.775 | |||||||
| Be Think, Solve, Execute S.p.A. | 31.582.225 | 16.596.460 | 954.434 | (404.264) | (371.156) | 16.775.474 | 787.725 | 110.973 | (467.417) | 17.206.755 | |||||
| Clubitaly S.p.A. | 31.197 | 33.000.000 | (181.956) | (93.128) | 1.041.991 | 33.766.907 4.436.400 | (133.854) | 25.155.200 | 63.224.653 | ||||||
| Clubtre S.p.A. | 29.544 | 17.500 | 6.731.798 | 41.948.846 (9.276.498) | 63.245.806 | 102.667.452 | 20.701.436 | (9.561.102) | (38.594.889) | 75.212.897 | |||||
| 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) | 59.075.969 741.818 | 10.057.455 | (10.555.332) | 59.319.910 | ||||
| Tip-Pre Ipo S.p.A. | 942.854 | 15.857.150 | 2.517.343 | 1.985.077 | 20.359.570 5.714.286 | 3.877.838 | 526.250 | 30.477.944 | |||||||
| Other associates | 500.000 | 46.218 | 94.325 | 640.543 | 143.315 | 783.858 | |||||||||
| Total | 108.218.980 | 5.010.117 | (7.733.467) | 35.383.146 | 41.948.846 (12.153.168) | 64.884.773 | 235.559.227 58.392.504 | 35.916.552 | 16.473.680 | (10.145.865) (39.062.306) 0 |
297.133.792 |
(1) Tracking shares not included
In accordance with Article 149 duodecies of the Consob Issuer's Regulations the information in relation to the fees paid to the audit firm PricewaterhouseCoopers S.p.A. and to its related network is reported in the table below:
The amounts reported in the table, relating to the year 2017, are those contractually agreed, including any inflation rises (not including travel, contributions and V.A.T.). In accordance with the regulation, fees paid to any secondary auditors or their respective networks are not included.
| Type of service | Service provider | Recipient of service | Fees (Euro) |
|---|---|---|---|
| Separate Financial statements Consolidated Financial statements Limited audit procedures on the half year financial statements TOTAL TIP |
PWC S.p.A. | Tamburi Investment Partners S.p.A. |
44,000 5,000 16,000 65,000 |
| Audit appointments in subsidiaries/associates |
PWC S.p.A. | 45,000 | |
| TOTAL | 110,000 |
The amounts above do not include expenses and Consob contributions.
| Aspetti chiave | Procedure di revisione in risposta agli aspetti chiave |
|---|---|
| Valutazione delle partecipazioni rilevate con il metodo del patrimonio netto Nota 12 del bilancio consolidato "Partecipazioni in società collegate valutate con il metodo del patrimonio netto" Il valore delle partecipazioni in società collegate valutate con il metodo del patrimonio netto ammonta a Euro 297.134 migliaia al 31 dicembre 2017. In accordo con i principi contabili di riferimento, le partecipazioni in società collegate sono inizialmente rilevate al costo e, successivamente alla prima iscrizione, valutate secondo il metodo del patrimonio netto. Abbiamo considerato la valutazione delle partecipazioni in società collegate un'area di attenzione in considerazione della significatività dei valori in esame e della complessità degli accordi contrattuali che regolano tali investimenti. Abbiamo ritenuto inoltre che l'elevato grado di giudizio e la necessità di ricorrere a stime complesse rappresenti un elemento di particolare rilievo in presenza di investimenti in titoli non quotati da parte delle citate collegate. |
Le procedure di revisione hanno incluso, tra le altre: la comprensione e la valutazione ٠ dell'efficacia del sistema di controllo interno, con particolare riferimento alle procedure seguite dai vertici aziendali per la classificazione e la valutazione degli investimenti in società collegate; l'analisi della contrattualistica ٠ sottostante i principali investimenti e in particolare gli accordi in essere con gli altri soci che partecipano al medesimo investimento al fine di verificare la corretta qualificazione degli stessi e la conseguente appropriatezza del metodo di valutazione adottato dal management; l'esame della documentazione ٠ contabile (bilanci, situazioni contabili e reporting package) delle società collegate alla data di riferimento della valutazione al fine di verificare la coerenza con la valutazione al patrimonio netto; |
| l'esame della metodologia utilizzata per la valorizzazione delle partecipazioni di collegamento il cui attivo patrimoniale è principalmente costituito da investimenti in partecipazioni di minoranza valutati al fair value. Nello specifico, nei casi in cui gli investimenti da esse detenute fossero costituiti da società non quotate valutate al fair value, le verifiche sono state effettuate con il coinvolgimento degli esperti di valutazioni appartenenti al network PwC e hanno incluso, tra l'altro, l'attività di rielaborazione dei calcoli e della metodologia seguita dai vertici aziendali e la verifica che i dati e informazioni utilizzati dalla direzione, confrontabili con fonti esterne riconducibili a terze parti (o da esse elaborate), fossero coerenti con queste ultime fonti. È stata inoltre verificata l'assenza di eventuali indicatori di impairment legati ai singoli investimenti. |
|
|---|---|
| Valutazione delle attività finanziarie disponibili per la vendita non correnti |
|
| Nota 13 del bilancio consolidato "Attività finanziarie disponibili per la vendita non correnti" |
|
| Il Gruppo detiene significativi investimenti azionari in società quotate su mercati regolamentati e in società non quotate, per un valore pari a Euro 443.478 migliaia al 31 dicembre 2017. Tali attività sono classificate come attività finanziarie disponibili per la vendita, iscritte tra le attività non correnti. In base ai principi contabili di riferimento, le attività in esame sono valutate al fair value con rilevazione degli effetti delle variazioni di valore |
Relativamente agli investimenti in società non quotate, le procedure di revisione hanno incluso, tra le altre: la comprensione e la valutazione dell'efficacia del sistema di controllo interno, con particolare riferimento alle procedure seguite dai vertici aziendali per la classificazione e la valutazione al fair value degli investimenti in società non quotate; |
| nelle altre componenti di conto economico complessivo, fintanto che si rileva la cessione |
l'analisi della contrattualistica ٠ sottostante i principali investimenti e |
2017 Separate financial statements of tamburi investment partners s.p.a.
| (in Euro) | 2017 | 2016 | Note |
|---|---|---|---|
| Revenue from sales and services | 7,140,373 | 12,246,785 | 4 |
| Other revenue | 88,663 | 207,423 | |
| Total revenue | 7,229,036 | 12,454,208 | |
| Purchases, service and other costs | (1,920,284) | (1,910,253) | 5 |
| Personnel expense | (15,609,419) | (24,676,991) | 6 |
| Amortisation, depreciation & write-downs | (70,096) | (59,579) | |
| Operating loss | (10,370,763) | (14,192,615) | |
| Financial income | 84,615,666 | 73,587,621 | 7 |
| Financial charges | (6,457,594) | (16,626,509) | 7 |
| Profit before adjustments to investments | 67,787,309 | 42,768,497 | |
| Adjustments to AFS financial assets | 0 | (2,140,137) | |
| Profit before taxes | 67,787,309 | 40,628,360 | |
| Current and deferred taxes | (772,616) | 443,838 | 8 |
| Profit | 67,014,693 | 41,072,198 |
| Statement of Comprehensive Income | |
|---|---|
| Tamburi Investment Partners Group |
| (in Euro) | 2017 | 2016 | Note |
|---|---|---|---|
| Profit | 67,014,693 | 41,072,198 | |
| Other comprehensive income items | |||
| Income through P&L | 21 | ||
| Increase/(decrease) AFS non-current financial assets | 89,978,691 | 3,080,978 | |
| Unrealised profit | 89,116,869 | 4,546,137 | |
| Tax effect | 861,822 | (1,465,159) | |
| Increase/(decrease) AFS current financial assets | 521,097 | (183,238) | |
| Unrealised profit/(loss) | 686,475 | (281,338) | |
| Tax effect | (165,378) | 98,100 | |
| Income/(loss) not through P&L | |||
| Employee benefits | (3,140) | (20,087) | |
| Total other comprehensive income items | 90,496,648 | 2,877,653 | |
| Total comprehensive income | 157,511,341 | 43,949,851 |
| December 31, | December 31, | ||
|---|---|---|---|
| (in Euro) | 2017 | 2016 | Note |
| Non-current assets | |||
| Property, plant and equipment | 124,017 | 170,589 | 9 |
| Goodwill | 9,806,574 | 9,806,574 | 10 |
| Other intangible assets | 2,307 | 4,626 | 10 |
| Investments in subsidiaries | 16,733,802 | 15,014,445 | 11 |
| Investments in associates | 189,588,497 | 141,323,803 | 12 |
| AFS financial assets | 384,241,501 | 340,041,042 | 13 |
| Financial receivables | 43,347,219 | 33,751,593 | 14 |
| Tax receivables | 398,082 | 136,116 | 15 |
| Deferred tax assets | 1,806,112 | 2,128,830 | 16 |
| Total non-current assets | 646,048,111 | 542,377,618 | |
| Current assets | |||
| Trade receivables | 728,999 | 999,322 | 17 |
| Current financial receivables | 10,828,027 | 472,338 | 14 |
| Current financial assets | 609,687 | 182,701 | |
| AFS financial assets | 37,764,710 | 0 | 18 |
| Cash and cash equivalents | 3,151,412 | 1,195,650 | 19 |
| Tax receivables | 338,190 | 309,290 | 15 |
| Other current assets | 264,671 | 272,735 | |
| Total current assets | 53,685,696 | 3,432,036 | |
| Total assets | 699,733,807 | 545,809,654 | |
| Equity | |||
| Share capital | 83,231,972 | 76,855,733 | 20 |
| Reserves | 300,297,060 | 172,743,518 | 21 |
| Retained earnings | 64,414,353 | 33,443,468 | |
| Profit | 67,014,693 | 41,072,198 | |
| Total equity | 514,958,078 | 324,114,917 | |
| Non-current liabilities | |||
| Post-employment benefits | 307,384 | 271,667 | 22 |
| Financial payables | 129,129,224 | 133,752,298 | 23 |
| Deferred tax liabilities | 1,806,112 | 2,502,556 | 16 |
| Total non-current liabilities | 131,242,720 | 136,526,521 | |
| Current liabilities | |||
| Trade payables | 376,523 | 540,611 | |
| Current financial liabilities | 39,012,505 | 67,380,277 | 24 |
| Tax payables | 329,922 | 429,039 | 25 |
| Other liabilities | 13,814,059 | 16,818,289 | 26 |
| Total current liabilities | 53,533,009 | 85,168,216 | |
| Total liabilities | 184,775,729 | 221,694,737 | |
| Total equity & liabilities | 699,733,807 | 545,809,654 | |
(in Euro)
| Share | Share | Legal Extraordinary | Revaluation | Treasury | Other | IFRS Merger | Retained | Result | Net Equity | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| capital | premium | reserve | reserve | reserve | shares | reserves | reserve | surplus | earnings | for the period | |
| reserve | AFS Financial | reserve | business | ||||||||
| assets | combination |
| At January 1, 2016 consolidated | 76.853.713 121.073.329 | 14.921.969 | 0 | 27.848.720 (1.843.381) | 114.976 (483.655) 5.060.152 28.048.695 | 14.790.261 | 286.384.779 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Change in fair value of financial assets | ||||||||||
| available-for-sale | 3.080.978 | 3.080.978 | ||||||||
| Change in fair value of current financial assets | (183.238) | (183.238) | ||||||||
| Employee benefits | (20.087) | (20.087) | ||||||||
| Total other comprehensive income items | 2.897.740 | 2.877.653 | ||||||||
| Profit/(loss) 2016 | 41.072.198 | 41.072.198 | ||||||||
| Total comprehensive income | 2.897.740 | 41.072.198 | 43.949.851 | |||||||
| Allocation profit 2015 | 448.774 | 5.394.773 | (5.843.547) | 0 | ||||||
| Distribution of dividends | (8.946.714) | (8.946.714) | ||||||||
| Stock option plan effect | 5.722.750 | 5.722.750 | ||||||||
| Warrant conversion | 2.020 12.704 |
14.724 | ||||||||
| Sale of treasury shares | 0 | |||||||||
| Acquisition of treasury shares | (3.010.473) | (3.010.473) | ||||||||
| At December 31, 2016 consolidated | 76.855.733 121.086.033 | 15.370.743 | 0 | 30.746.460 (4.853.854) 5.817.639 (483.655) 5.060.152 33.443.468 | 41.072.198 | 324.114.917 |
| At January 1, 2017 consolidated | 76.855.733 121.086.033 | 15.370.743 | 0 | 30.746.460 (4.853.854) 5.817.639 (483.655) 5.060.152 33.443.468 | 41.072.198 | 324.114.917 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Change in fair value of financial assets | ||||||||||
| available-for-sale | 89.978.691 | 89.978.691 | ||||||||
| Change in fair value of current financial assets | 521.097 | 521.097 | ||||||||
| Employee benefits | (3.140) | (3.140) | ||||||||
| Total other comprehensive income items | 90.499.788 | (3.140) | 90.496.648 | |||||||
| Profit/(loss) 2017 | 67.014.693 | 67.014.693 | ||||||||
| Total comprehensive income | 90.499.788 | (3.140) | 67.014.693 | 157.511.341 | ||||||
| Allocation profit 2016 | 404 | 30.970.885 | (30.971.289) | 0 | ||||||
| Distribution of dividends | (10.100.909) | (10.100.909) | ||||||||
| Stock option plan effect | 0 | |||||||||
| Warrant conversion | 6.376.239 44.511.049 | 50.887.288 | ||||||||
| Acquisition of treasury shares | 23.659 | 729.116 (340.725) | 412.050 | |||||||
| Sale of treasury shares | (7.866.609) | (7.866.609) | ||||||||
| At December 31, 2017 consolidated | 83.231.972 165.620.741 | 15.371.147 | 0 | 121.246.248 (11.991.347) (343.865) | (483.655) 5.060.152 64.414.353 | 67.014.693 | 514.958.078 |
| euro thousands | 2017 | 2016 |
|---|---|---|
| OPENING NET CASH AND CASH EQUIVALENTS | (42,040) | (42,624) |
| CASH FLOW FROM OPERATING ACTIVITIES | ||
| Profit | 67,015 | 41,072 |
| Amortisation & Depreciation | 70 | 54 |
| Write-downs/(revaluation) of investments | 0 | 2,140 |
| Write-downs/(revaluation) of current financial assets (doubtful debts) |
0 | 5 |
| Financial income and charges | (76,925) | (58,380) |
| Changes in "employee benefits" | 36 | 46 |
| Stock option charges | 0 | 5,722 |
| Interest on loans and bonds | 5,947 | 6,763 |
| Change in deferred tax assets and liabilities | 322 | (1,433) |
| (3,535) | (4,011) | |
| Decrease/(increase) in trade receivables | 270 | 1,624 |
| Decrease/(increase) in other current assets | 8 | 456 |
| Decrease/(increase) in tax receivables | (291) | 189 |
| Decrease/(increase) in financial receivables | (817) | (9,540) |
| Decrease/(increase) in other current asset securities | (37,506) | 21,614 |
| (Decrease)/increase in trade payables | (164) | 239 |
| (Decrease)/increase in financial payables | (5,691) | (4,584) |
| (Decrease)/increase in tax payables | (99) | (1,363) |
| (Decrease)/increase in other current liabilities | (3,004) | 10,283 |
| Cash flow from operating activities | (50,829) | 14,907 |
| CASH FLOW FROM | ||
| INVESTMENTS IN FIXED ASSETS | ||
| Intangible and tangible assets | ||
| Investments / divestments | (21) | (108) |
| Financial assets |
| Dividends from subsidiary and associates | 12,585 | 884 |
|---|---|---|
| Investments | (75,059) | (131,817) |
| Divestments | 115,198 | 135,180 |
| Cash flow from investing activities | 52,703 | (4,139) |
| euro thousands | 2017 | 2016 | |
|---|---|---|---|
| D.- | CASH FLOW FROM | ||
| FINANCING ACTIVITIES | |||
| Loans | |||
| New loans | 0 | 39,830 | |
| Repayment of loans | (5,000) | (39,944) | |
| Interest paid on loans and bonds | (4,782) | (6,408) | |
| Share capital | |||
| Share capital increase and capital contributions on account | 50,887 | 14 | |
| Changes from purchase/sale of treasury shares | (7,454) | (3,007) | |
| Payment of dividends | (10,101) | (8,947) | |
| Change in reserves | 0 | 0 | |
| Cash flow from financing activities | 23,550 | (18,462) | |
| E.- | NET CASH FLOW FOR THE YEAR | 25,424 | 584 |
| F. | CLOSING CASH AND CASH EQUIVALENTS | (16,616) | (42,040) |
| The breakdown of the net available liquidity was as follows: | |||
| Cash and cash equivalents | 3,151 | 1,196 | |
| Bank payables due within one year | (19,767) | (43,236) | |
| Closing cash and cash equivalents | (16,616) | (42,040) |
TIP is an independent investment/merchant bank focused on Italian medium-sized companies, with a particular involvement in:
The company 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.
The present financial statements at December 31, 2017 were prepared in accordance with IFRS as separate financial statements as presented together with the consolidated financial statements at the same date. These financial statements were approved by the Board of Directors on March 9, 2018, who authorised their publication.
The financial statements at December 31, 2017 were prepared in accordance with the goingconcern concept and in accordance with International Financial Reporting Standards and International Accounting Standards (hereafter "IFRS", "IAS" or international accounting standards) issued by the International Accounting Standards Boards (IASB) and the relative interpretations of the International Financial Reporting Interpretations Committee (IFRIC), and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament.
The financial statements in accordance with IAS1 are comprised of the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and the explanatory notes, together with the Directors' Report. The financial statements were prepared in units of Euro, without decimal amounts.
The accounting policies and methods utilised for the preparation of these separate financial statements, for which reference should be made to the consolidated financial statements except for that indicated below, have not changed from those utilised for the preparation of the financial statements for the year ended December 31, 2016, except as outlined in the paragraph "new accounting standards" for which reference should be made to the Explanatory Notes in the consolidated financial statements. The investments in subsidiaries and associates are measured under the cost method adjusted for any loss in value.
The periodic test of the Investments, required by IAS 36, is made in the presence of an "Impairment indicator" which may consider that the assets have incurred a loss in value.
Associated companies are companies in which the Group exercises a significant influence on the financial and operating policies, although not having control. Significant influence is presumed when between 20% and 50% of voting rights is held in another entity.
The separate financial statements include, for comparative purposes, the figures of the previous year.
The presentation and disclosure relating to financial instruments are based on the provisions of IAS 32, as amended and integrated by IFRS 7.
During the year, no special circumstances arose requiring recourse to the exceptions allowed under IAS 1.
The separate financial statements at December 31, 2017 were prepared in accordance with the general cost criterion, with the exception of derivative financial instruments and current financial assets and AFS financial assets measured at fair value.
The preparation of the separate financial statements at December 31, 2017 requires the formulation of valuations, estimates and assumptions which impact the application of the accounting principles and the amounts of the assets, liabilities, costs and revenues recorded in the financial statements. These estimates and relative assumptions are based on historical experience and other factors considered reasonable. However, it should be noted as these refer to estimates, the results obtained will not necessarily be the same as those represented. The estimates are used to value the provisions for risks on receivables, measurement at fair value of financial instruments, impairment tests, employee benefits and income taxes.
The accounting principles utilised in the preparation of the financial statements and the composition and changes in the individual accounts are illustrated below.
The choices adopted relating to the presentation of the financial statements is 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 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 | 2017 | 2016 |
|---|---|---|
| Revenue from sales and services | 7,140,373 | 12,246,785 |
| Total | 7,140,373 | 12,246,785 |
Revenues reached a significant level thanks to the strong performance of the normal activities of advisory and the fees related to the transactions undertaken by Asset Italia 1 S.r.l. and Asset Italia 2 S.r.l. Revenues in the previous year were significantly influenced by fees relating to the launch of the Asset Italia project.
The account comprises:
| Euro | 2017 | 2016 | |
|---|---|---|---|
| 1. | Services | 1,341,586 | 1,385,809 |
| 2. | Rent, leasing and similar costs | 355,754 | 354,767 |
| 3. | Other charges | 222,944 | 169,677 |
| Total | 1,920,284 | 1,910,253 |
Service costs mainly relate to professional and legal consultancy, general expenses and commercial expenses. They include Euro 65,000 of audit fees and Euro 64,250 emoluments paid to the Board of Statutory Auditors and the Supervisory Board.
Other charges principally include non-deductible VAT.
| The account comprises: | ||
|---|---|---|
| Euro | 2017 | 2016 |
| Wages and salaries | 1,357,164 | 1,443,117 |
| Social security charges | 367,186 | 394,458 |
| Directors' fees | 13,819,654 | 17,054,014 |
| Stock option charges | 0 | 5,722,750 |
| Post-employment benefits | 65,415 | 62,652 |
| Total | 15,609,419 | 24,676,991 |
The account "Wages and salaries" and "Directors' fees" include fixed and variable remuneration matured in the period.
"Post-employments benefits" are updated based on actuarial valuations, with the gains or losses recognised through equity.
| December 31, 2017 | December 31, 2016 | |
|---|---|---|
| White collar & apprentices | 11 | 11 |
| Managers | 1 | 1 |
| Executives | 3 | 4 |
| Total | 15 | 16 |
At December 31, 2017, the number of TIP employees was as follows:
The Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.
| The account comprises: | ||
|---|---|---|
| Euro | 2017 | 2016 |
| 1. Investment income |
80,493,742 | 69,995,010 |
| 2. Income from securities recorded in current assets |
404,910 | 2,311,318 |
| Other income | 3,717,014 | 1,281,293 |
| Total financial income | 84,615,666 | 73,587,621 |
| 4. Interest and other financial charges |
(6,457,594) | (16,626,509) |
| Total financial charges | (6,457,594) | (16,626,509) |
| Net financial income | 78,158,072 | 56,961,112 |
| (7).1. Investment income | ||
| Euro | 2017 | 2016 |
| Gains on liquidation of investments | 0 | 39,073,771 |
| Gain on Ferrari N.V. shares | 0 | 15,960,812 |
| Gain on disposal of investments | 62,906,156 | 10,601,386 |
| Dividends | 17,587,586 | 4,359,041 |
| Total | 80,493,742 | 69,995,010 |
The gains realised in 2017 principally concern.
In 2017, TIP received dividends from the following shareholdings:
| Euro | |
|---|---|
| Clubtre S.p.A. | 11,760,555 |
| Hugo Boss AG | 2,342,600 |
| Moncler S.p.A. | 1,061,704 |
| Amplifon S.p.A. | 667,663 |
| Other | 1,755,064 |
| Total | 17,587,586 |
The results in 2016 significantly benefitted from the income realised following the divestment from Ruffini Partecipazioni S.r.l. and the related assignment of Moncler shares, the recognition as income in the P&L from the value of Ferrari shares received following the spin-off from FCA (Euro 16 million) and the related negative change in the market value of the FCA convertible loan for Euro 9 million recorded under financial charges.
This principally includes interest matured on non-current financial receivables.
| Euro | 2017 | 2016 |
|---|---|---|
| Unrealised losses on securities | 0 | 8,989,959 |
| Interest on bonds | 5,048,258 | 6,763,477 |
| Other | 1,409,336 | 873,073 |
| Total | 6,457,594 | 16,626,509 |
"Interest on bonds" refers to that matured in favour of the subscribers of 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 mainly includes bank interest on loans and other financial charges.
The breakdown of income taxes is as follows:
| Euro | 2017 | 2016 |
|---|---|---|
| Current taxes | 449,900 | 988,848 |
| Deferred tax income | 322,716 | (1,432,686) |
| Total | 772,616 | (443,838) |
The reconciliation between the theoretical and actual tax charges is provided below:
| 2017 | 2016 | |||
|---|---|---|---|---|
| Euro | Amount | Tax | Amount | Tax |
| Profit before taxes | 67,787,309 | 40,628,360 | ||
| Theoretical tax charge | 24% | 16,268,954 | 27.50% | 11,172,799 |
| Permanent decreases | ||||
| Dividends | (16,213,907) | (3,891,338) | (4,141,089) | (1,138,799) |
| Exempt gains (*) | (59,923,365) | (14,381,608) | (46,968,752) | (12,916,407) |
| Tax losses | 0 | 0 | 76,276 | 20,976 |
| Other permanent decreases | (458,564) | (110,055) | (9,019,441) | (2,480,346) |
| (18,383,001) | (16,514,576) |
| 2017 | 2016 | |||
|---|---|---|---|---|
| Euro | Amount | Tax | Amount | Tax |
| Permanent increases | 6,955,780 | 1,669,387 | 8,671,073 | 2,384,545 |
| Temporary differences | ||||
| Differences which will reverse in future years | 6,998,263 | 1,679,583 | 8,759,006 | 2,408,727 |
| Reversal differences from previous years | (8,753,623) | (2,100,870) | (2,442,758) | (671,758) |
| Total temporary differences | (421,286) | 1,736,969 | ||
| ACE assessable | ||||
| Losses carried forward | ||||
| Total | (3,608,107) | (4,437,325) | ||
| IRAP regional tax | 116,079 | 303,660 | ||
| Change in deferred tax assets/liabilities | 322,716 | (1,432,686) | ||
| Other changes | 333,821 | 685,188 | ||
| Total income taxes | 772,616 | (443,838) |
(*) The tax charge is principally due to the application of the PEX regime on the gains realised on the equity investments.
The company recognised directly to equity a net decrease in deferred tax liabilities amounting to Euro 696.444 in relation to the increase in the value of the financial assets available-for-sale.
The following table illustrates the changes in the account:
| Euro | Other assets |
|---|---|
| NBV at December 31, 2015 | 114,094 |
| Increases | 107,940 |
| Decreases | (20,817) |
| Decrease depreciation provision | 20,817 |
| Depreciation | (51,445) |
| NBV at December 31, 2016 | 170,589 |
| Increases | 19,714 |
| Decreases | 0 |
| Decrease depreciation provision | 1,281 |
| Depreciation | (67,567) |
| NBV at December 31, 2017 | 124,017 |
The increase in "Other Assets" mainly refers to the purchase of EDP, furniture and fittings and mobile telephones.
"Goodwill" for Euro 9,806,574 refers to the incorporation of the subsidiary Tamburi & Associati S.p.A. into TIP S.p.A. in 2007.
In accordance with IAS 36 the value of goodwill, having an indefinite useful life, is not amortised, but subject to an impairment test, made at least annually.
The recoverable value is estimated based on the value in use, calculated using the following assumptions:
with the conclusion that the value attributed is appropriate and recoverable.
The following illustrates the changes in "Other intangible assets":
| Industrial patents | Concessions, | Total | |
|---|---|---|---|
| and intellectual | licences and | ||
| Euro | property rights | trademarks | |
| NBV at December 31, 2015 | 980 | 330 | 1,310 |
| Increases | 6,219 | 0 | 6,219 |
| Decreases | 0 | 0 | - |
| Amortisation | (2,773) | (130) | (2,903) |
| NBV at December 31, 2016 | 4,426 | 200 | 4,626 |
| Increases | 210 | 0 | 210 |
| Decreases | 0 | 0 | 0 |
| Amortisation | (2,423) | (106) | (2,529) |
| NBV at December 31, 2017 | 2,213 | 94 | 2,307 |
This relates to the investment in the subsidiaries Clubdue S.r.l., StarTIP s.r.l. and TXR S.r.l.
The key data (in Euro) on the subsidiaries are as follows:
| Register | Share | Number of | Number of | ||
|---|---|---|---|---|---|
| Company | Office | capital | shares | shares held | % held |
| Clubdue S.r.l. | Milan | 10,000 | 10,000 | 10,000 | 100% |
| StarTIP S.r.l. | Milan | 50,000 | 50,000 | 50,000 | 100% |
| TXR S.r.l. | Milan | 100,000 | 100,000 | 51,000 | 51.0% |
The company Clubdue S.r.l. was incorporated in 2017 and is currently not operational.
In September 2017 the StarTIP project was launched which was allocated up to Euro 100 million to be invested in the coming years in initiatives in fields such as start-ups, digital and innovation, in the belief that the stand-out features of the TIP Group, of its entrepreneurial shareholders and of its investee companies, can significantly boost the development of truly innovative companies.
In 2017 the investments, previously held by TIP, which operate in these sectors, such as Digital Magics S.p.A., Heroes S.r.l. (company with a stake in Talent Garden S.p.A.), MyWoWo and Telesia S.p.A. were transferred to StarTIP, formerly Clubuno S.r.l.
During 2017 TIP subscribed to a share capital increase of StarTIP totalling Euro 1,700,000 of which Euro 40,000 allocated to share capital and Euro 1,660,000 allocated to the share premium reserve. The book value of the investee increased by a similar amount. In addition a share capital payment was paid to cover 2016 losses of Euro 9,357.
The investments in associates refer to:
for Euro 49,900,000 to the company Asset Italia S.p.A., which acts as an investment holding and will give shareholders the opportunity to choose for each proposal their individual investments. The book value increased on December 31, 2016 following the payments made in relation to the Alpitour and Ampliter transactions. The equity and results relating to Asset Italia 1 S.r.l., vehicle company for the investment in Alpitour, refer for 99% to the tracking shares issued in favour of the shareholders which subscribed to the initiative and for 1% to Asset Italia, or rather to all the ordinary shares. TIP's share of the shares tracking the investment in Alpitour is equal to 30.91%. Similarly, the equity and results relating to Asset Italia 2 S.r.l., vehicle company for the investment in Ampliter, refer for 99% to the tracking shares issued in 2018 in favour of the shareholders which subscribed to the initiative and for 1% to Asset Italia, or rather to all the ordinary shares. TIP's share of the shares tracking the investment in Ampliter is equal to 20%.
for Euro 39,133,846 the investment in Gruppo IPG Holding S.p.A. (company which holds the majority shareholding in Interpump Group S.p.A.);
For the changes in the investments in associates, reference should be made to attachment 4.
The financial assets refer to minority investments in listed and non-listed companies.
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Investments in listed companies | 343,760,461 | 299,610,001 |
| Investments in non-listed companies | 40,481,040 | 40,431,041 |
| Total | 384,241,501 | 340,041,042 |
For the changes in the "AFS financial assets" during the year, reference should be made to attachment 2.
In relation to the effects of the measurement of investments in listed companies, reference should
be made to note (21).
The composition of the valuation methods of the non-current financial assets available for sale relating to investments in listed and non-listed companies is illustrated in the table below:
| Listed | Non-listed | ||
|---|---|---|---|
| companies | companies | ||
| Method | (% of total) | (% of total) | |
| Listed prices on active markets (level 1) | 100.0% | 0.0% | |
| Valuation models based on market inputs (level 2) | 0.0% | 0.0% | |
| Other valuation techniques (level 3) | 0.0% | 96.0% | |
| Purchase cost | 0.0% | 4.0% | |
| Total | 100.0% | 100.0% |
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Non-current loans | 43,347,219 | 33,751,593 |
| Total | 43,347,219 | 33,751,593 |
| Current loans | 10,828,027 | 472,338 |
| Total | 10,828,027 | 472,338 |
The non-current loans recognised 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 current loans include Euro 10,373,061 relating to the vendor loan, at an annual interest rate of 9%, granted to Dedalus Holding S.p.A. in relation to the sale of the investment in Noemalife S.p.A. and with December 2018 maturity.
Current tax receivables include IRES, IRAP and withholding taxes. The non-current component principally concerns withholding taxes and IRAP reimbursement request.
The breakdown of the account at December 31, 2016 and December 31, 2017 is detailed below:
| Euro | Assets | Liabilities Net |
||||||
|---|---|---|---|---|---|---|---|---|
| 31.12.2016 | 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | 31.12.2017 | |||
| Other intangible assets | 3,140 | 4,104 | 0 | 0 | 3,140 | 4,104 | ||
| Non-curr. AFS fin. assets and | ||||||||
| investees under equity method | 0 | 0 | (2,493,587) | (1,631,765) | (2,493,587) | (1,631,765) | ||
| Current AFS financial assets | 0 | 0 | 0 | (165,378) | 0 | (165,378) | ||
| Profit/(loss) | 23,760 | 123,144 | (8,969) | (8,969) | 14,791 | 114,175 | ||
| Other liabilities | 2,101,930 | 1,678,864 | 0 | 0 | 2,101,930 | 1,678,864 | ||
| Total | 2,128,830 | 1,806,112 | (2,502,556) | (1,806,112) | (373,726) | 0 |
The changes in the tax assets and liabilities were as follows:
| Euro | December 31, 2016 |
Recorded through P&L |
Recorded through Equity |
December 31, 2017 |
|---|---|---|---|---|
| 3,140 | 964 | 0 | 4,104 | |
| Other intangible assets | ||||
| Non-curr. AFS fin. assets and investees under | ||||
| equity method | (2,493,587) | 0 | 861,822 | (1,631,765)) |
| Current AFS financial assets | 0 | 0 | (165,378) | (165,378) |
| Profit/(loss) | 14,791 | 99,384 | 0 | 114,175 |
| Other liabilities | 2,101,930 | (423,066) | 0 | 1,678,864 |
| Total | (373,726) | (322,718) | 696,444 | 0 |
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Trade receivables (before doubtful debt provision) | 896,808 | 1,167,131 |
| Doubtful debt provision | (167,809) | (167,809) |
| Total | 728,999 | 999,322 |
| Trade receivables beyond 12 months | 0 | 0 |
| Total beyond 12 months | 0 | 0 |
Changes in trade receivables is strictly related to the different revenue mix between success fees and service revenues.
These concern non-derivative financial assets comprising investments in bonds for the temporary utilisation of liquidity.
The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Bank deposits | 3,147,115 | 1,188,906 |
| Cash in hand and similar | 4,297 | 6,744 |
| Total | 3,151,412 | 1,195,650 |
The composition of the net financial position at December 31, 2017 compared with the end of the previous year is illustrated in the table below.
| Euro | December 31, 2017 | December 31, 2016 | |
|---|---|---|---|
| A | Cash and cash equivalents | 3,151,412 | 1,195,650 |
| B | Current and AFS financial assets | 38,374,397 | 182,701 |
| C | Current financial receivables | 10,828,027 | 472,338 |
| D | Liquidity (A+B+C) | 52,353,836 | 1,850,689 |
| E | Financial payables | (129,129,224) | (133,752,298) |
| F | Current financial liabilities | (39,012,505) | (67,380,277) |
| G | Net financial position (D+E+F) | (115,787,893) | (199,281,886) |
The net financial position strongly improved, despite the dividends distributed and the buyback plan of TIP shares, principally thanks to the liquidity received following the exercise of the warrants in June 2017, of approximately Euro 50.9 million.
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 | 160,061,484 |
| Total | 160,061,484 |
On June 30, 2017, the second exercise period of the TIP S.p.A. 2015-2020 Warrants concluded, with the exercise of 12,261,997 warrants and a relative share capital increase of Euro 6,376,238.44 with the issue of 12,261,997 new ordinary TIP S.p.A. shares at a price of Euro 4.15 each, for a total value of Euro 50,887,288.
The share capital of TIP S.p.A. amounts therefore to Euro 83,231,971.68, represented by 160,061,484 ordinary shares.
The treasury shares in portfolio at December 31, 2017 amounted to 2,717,689, equal to 1.70% of the share capital and the shares in circulation at December 31, 2017 total 157,343,795.
| No. treasury shares at | No. of shares acquired | No. of shares sold in | No. treasury shares at |
|---|---|---|---|
| January 1, 2017 | in 2017 | 2017 | December 31, 2017 |
| 1,478,370 | 1,449,319 | 210,000 | 2,717,689 |
Analysis is provided below of the statutory and tax nature of the equity accounts.
| Nature/Description | Amount | Poss. of utilisation |
Quota available |
Utilisation in 3 previous years to cover losses |
Utilisation in 3 previous years for other reasons |
|---|---|---|---|---|---|
| Share capital | 83,231,972 | ||||
| Legal reserve | 15,371,147 | B | 15,371,147 | ||
| Share premium reserve | 165,620,741 | A,B | 165,620,741 | ||
| Valuation reserve AFS financial | |||||
| assets | 121,246,248 | ||||
| Other reserves | 5,473,774 | ||||
| Merger surplus | 5,060,152 | A,B,C | 5,060,152 | ||
| Retained earnings | 64,414,353 | A,B,C | 64,414,353 | ||
| IFRS business combination reserve | (483,655) | ||||
| Treasury shares acquisition reserve | (11,991,347) |
| Total | 447,943,385 | 250,466,393 |
|---|---|---|
| Non-distributable quota (*) | 165,620,741 |
A: for share capital increase, B: for coverage of losses and C: for distribution to shareholders.
* Concerns the share premium reserve (Euro 165,620,741) which, in accordance with Article 2431 of the Civil Code, may not be distributed until the legal reserve has reached the limits established by Article 2430 of the Civil Code (Euro 16,646,394).
The following additional disclosures is provided on the shareholders' equity at December 31, 2017.
This amounts to Euro 15,371,147, increasing Euro 404 following the Shareholders' Meeting motion of April 28, 2017 with regard to the allocation of the 2016 net profit.
The account amounts to Euro 165,620,741 and increased Euro 44,511,049 following the exercise of the warrants.
The positive reserve amounts to Euro 121,246,248. 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 main component of income and charges recognised directly through equity, is illustrated in the table below:
| Euro | Book value at January 1, 2017 |
Change | Book value at December 31, 2017 |
|---|---|---|---|
| Non-current AFS financial assets | 33,240,048 | 89,116,869 | 122,356,917 |
| Current AFS financial assets | 0 | 686,475 | 686,475 |
| Tax effect | (2,493,588) | 696,444) | (1,797,144) |
| Total reserve | 30,746,460 | 90,499,788 | 121,246,248 |
The table below illustrates the implicit gains of the investments and of the current financial assets in the year which are recognised under equity in the account "Valuation reserve AFS financial assets".
For details of changes reference should be made to attachment 2 and to note 13 (Non-current AFS financial assets).
For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.
They amount to Euro 5,473,774 and mainly refer to the stock option plan reserve created following the allocation of options to employees.
The merger surplus amounts to Euro 5,060,152. This derives from the incorporation of Secontip S.p.A. in TIP on January 1, 2011.
Retained earnings amount to Euro 64,414,353 and increased, compared to December 31, 2016, for Euro 30,970,885 following the allocation of the 2016 net profit.
The reserve was negative and amounts to Euro 483,655, unchanged compared to
The negative reserve amounts to Euro 11,991,347. This is a non-distributable reserve.
For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.
At December 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 updated based on actuarial calculations.
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Opening balance | 271,667 | 226,451 |
| Provisions in the year | 65,415 | 67,455 |
| Actuarial gains/losses | 3,140 | 20,087 |
| transfers to pension funds and utilisations | (33,178) | (42,326) |
| Total | 307,384 | 271,667 |
Financial payables of Euro 129,129,224 refer to:
c) for Euro 99,248,077 the issue of the 2014-2020 TIP Bond 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;
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 39,012,505 and principally comprise bank payables of the parent company of Euro 35,665,048 and interest on bonds for Euro 3,347,457.
The breakdown of the account is as follows:
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| IRAP | 0 | 303,660 |
| VAT | 166,136 | 10,554 |
| Withholding taxes | 163,786 | 114,825 |
| Total | 329,922 | 429,039 |
The account mainly refers to emoluments for directors and employees.
| Euro | December 31, 2017 | December 31, 2016 |
|---|---|---|
| Directors and employees | 13,526,858 | 16,534,243 |
| Social security institutions | 155,204 | 174,297 |
| Other | 131,997 | 109,749 |
| Total | 13,814,059 | 16,818,289 |
The Company, by nature of its activities, is exposed to various types of financial risks; in particular, to the risk of changes in market prices of investments and, marginally, to the risk of interest rates.
The policies adopted by the company for the management of the financial risk are illustrated below.
The company is exposed to the interest rate risk relating to the value of the current financial assets represented by bonds and financial receivables.
The company, by nature of its activities, is exposed to the risk of changes in the value of the investments.
In relation to the listed investments at the present moment there is no efficient hedging instrument of a portfolio such as those with the characteristics of the company.
Relating to non-listed companies, the risks related:
A sensitivity analysis is reported below which illustrates the effects resulting from, respectively on the income statement and on the balance sheet, of a hypothetical change in the fair value of the instruments held at December 31, 2017 of +/-5% compared to the comparative figures for 2016.
| Sensitivity Analysis | December 31, 2017 | December 31, 2016 | ||||||
|---|---|---|---|---|---|---|---|---|
| thousands of Euro | -5.00% | Basic | +5.00% | -5.00% | Basic | +5.00% | ||
| Investments in listed companies | 326,572 | 343,760 | 360,948 | 284,631 | 299,611 | 314,591 | ||
| Investments in non-listed companies | 38,457 | 40,481 | 42,505 | 38,409 | 40,431 | 42,453 | ||
| Non-current AFS financial assets | 365,029 | 384,241 | 403,453 | 323,040 | 340,042 | 357,044 | ||
| AFS financial assets | 35,877 | 37,765 | 39,653 | 0 | 0 | 0 | ||
| Other current assets | 580 | 610 | 641 | 173 | 182 | 191 | ||
| Current financial assets | 36,456 | 38,375 | 40,294 | 173 | 182 | 191 | ||
| Effects on the result | (31) | 31 | (9) | 9 | ||||
| Effects on the revaluation reserve financial assets |
(21,100) | 21,100 | (17,002) | 17,002 |
The company's exposure to the credit risk depends on the specific characteristics of each client as well as the type of activities undertaken and in any case at the preparation date of the present financial statements is not considered significant.
Before undertaking an assignment, careful analysis is undertaken on the credit reliability of the client.
The company approach in the management of liquidity guarantees, where possible, that there are always sufficient funds to meet current obligations.
At December 31, 2017, the credit lines available and not utilised of the TIP Group amounted to Euro 45.4 million.
Directors provide for maintaining high levels of own capital in order to maintain a relationship of trust with investors, allowing for future development.
The company acquired treasury shares on the market in a timely manner which depends on market prices.
The classification of financial instruments at fair value in accordance with IFRS 13 is determined based on the quality of the input sources used in the valuation, according to the following hierarchy:
In accordance with the disclosures required by IFRS 13, the types of financial instruments recorded in the financial statement at December 31, 2017 are illustrated below with indication of the accounting policies applied and, in the case of financial instruments measured at fair value, of the exposure to changes in fair value (income statement or equity), specifying also the hierarchical level of fair value attributed.
period of the financial instrument. Type of instrument Accounting policies applied in accounts for financial instruments fair value at 31.12.2017 fair value Amortise d cost Invest. at cost Book value at 31/12/201 7 with change in fair value recorded through: Total fair value Fair value hierarchy net equity
The final column of the following tables shows, where applicable, the fair value at the end of the
| value recorded through: |
Total fair |
Fair value hierarchy | Amortise d cost |
Invest. at cost |
value at 31/12/201 |
31.12.2017 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of Euro) | net equity P&L |
value | 1 | 2 | 3 | 7 | ||||
| AFS financial assets of which - listed companies - non-listed companies Financial receivables 1 Trade receivables 1 Current financial assets |
610 | 384,241 343,760 40,481 |
384,241 343,760 40,481 610 |
343,76 0 |
610 | 38,990 | 54,175 729 |
1,491 | 384,241 343,760 40,481 54,175 729 610 |
384,241 343,760 40,481 54,199 729 610 |
| AFS financial assets | 37,765 | 37,765 | 37,765 | 37,765 | 37,765 | |||
|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents |
1 | 3,151 | 3,151 | 3,151 | ||||
| Other current assets | 1 | 265 | 265 | 265 | ||||
| Non-current financial payables |
2 | 129,129 | 129,129 | 132,456 | ||||
| Trade payables | 1 | 377 | 377 | 377 | ||||
| Current financial liabilities |
1 | 39,013 | 39,013 | 39,013 | ||||
| Other liabilities | 1 | 13,814 | 13,814 | 13,814 |
Note
For these accounts the fair value was not calculated as their carrying value approximates this value.
The account includes the listed bond, for which a fair value was determined at December 31, 2017, while for the other accounts the fair value was not calculated as the recognition value approximates the fair value.
The following tables report the financial instruments of TIP directly and indirectly held at the end of the period, also through trust companies, communicated to the company by the members of the Board of Directors. The table also illustrates the financial instruments acquired, sold and held by the parties in 2017.
| Members of the Board of Directors | ||||||
|---|---|---|---|---|---|---|
| Name | Office | No. of shares held at December 31, 2016 |
No. of shares acquired in 2017 |
No. of shares allocated from exercise of TIP warrant |
No. of shares sold in 2017 |
No. of shares held at December 31, 2017 |
| Giovanni Tamburi(1) | Chair. & CEO | 11,077,151 | 1,000,000 | 12,077,151 | ||
| Alessandra Gritti | Vice Chair. & CEO |
1,931,943 | 100,000 | 2,031,943 | ||
| Cesare d'Amico(2) | Vice Chairman | 18,715,624 | 36,720 | 2,562,656 | 21,315,000 | |
| Claudio Berretti | Dir. & Gen. Manager |
1,446,864 | 311,716 | 1,758,580 | ||
| Alberto Capponi | Director | 0 | 0 | |||
| Paolo d'Amico(3) | Director | 17,850,000 | 2,400,000 | 20,250,000 | ||
| Giuseppe Ferrero(4) | Director | 2,920,998 | 89,850 | 691,453 | (356,000) | 3,346,301 |
| Manuela Mezzetti | Director | 59,702 | 14,925 | 74,627 | ||
| Daniela Palestra | Director | 0 | 0 | |||
| Name | Office | No of warrants held at December 31, 2016 |
No. of warrants assigned in 2017 |
No. of warrants sold in 2017 |
No. of warrants exercised in 2017 |
No of warrants held at December 31, 2017 |
| Giovanni Tamburi(1) | Chair. & CEO | 2,559,167 | (190,987) | (1,000,000) | 1,368,180 | |
| Alessandra Gritti | Vice Chair. & CEO |
458,485 | (100,000) | 358,485 | ||
| Cesare d'Amico(2) | Vice Chairman | 4,562,656 | (2,562,656) | 2,000,000 | ||
| Claudio Berretti | Dir. & Gen. Manager |
311,716 | (311,716) | 0 | ||
| Alberto Capponi | Director | 0 | 0 | |||
| Paolo d'Amico(3) | Director | 4,400,000 | (2,400,000) | 2,000,000 | ||
| Giuseppe Ferrero(4) | Director | 691,453 | (691,453) | 0 | ||
| Manuela Mezzetti | Director | 14,925 | (14,925) | 0 | ||
| Daniela Palestra | Director | 0 | 0 |
(1)Giovanni Tamburi holds his investment in the share capital of TIP in part directly in his own name and in part indirectly through Lippiuno S.r.l., a company in which he holds 85.75% of the share capital.
(2)Cesare d'Amico holds his investment in the share capital of TIP through d'Amico Società di Navigazione S.p.A. (a company in which he holds directly and indirectly 50% of the share capital), through the company Fi.Pa. Finanziaria di Partecipazione S.p.A. (a company which directly holds 54% of the share capital) and through family members.
(3)Paolo d'Amico holds his investment in the share capital of TIP through d'Amico Società di Navigazione S.p.A., a company in which he holds (directly) a 50% shareholding.
(4)Giuseppe Ferrero holds his investment in the share capital of TIP directly and through family members.
The members of the Board of Statutory Auditors do not hold shares or warrants of the company.
The table below reports the monetary remuneration, expressed in Euro, to the members of the boards in 2017.
| TIP office | Fees December 31, 2017 |
|---|---|
| Directors | 13,819,654 |
| Statutory Auditors | 61,250 |
The remuneration of the Supervisory Board is Euro 3,000.
TIP also signed two insurance policies with Chubb Insurance Company of Europe S.A.- D&O and professional TPL - in favour of the Directors and Statutory Auditors of TIP, of the subsidiaries, as well as the investees companies in which TIP has a Board representative and the General Managers and coverage for damage to third parties in the exercise of their functions.
The table reports the related party transactions during the year outlined according to the amounts, type and counterparties.
| Party | Type | Value/Balance at | Value/Balance at |
|---|---|---|---|
| December 31, 2017 | December 31, 2016 | ||
| Asset Italia S.p.A. | Revenue | 1,001,533 | 476,283 |
| Asset Italia S.p.A. | Trade receivables | 250,000 | 251,470 |
| Betaclub S.r.l. | Revenue | 25,000 | 23,728 |
| Betaclub S.r.l. | Trade receivables | 25,000 | 23,728 |
| BE S.p.A. | Revenues | 60,000 | 60,000 |
| BE S.p.A. | Trade receivables | 15,000 | 30,000 |
| BE S.p.A. | Dividends received | 467,417 | 351,194 |
| Clubtre S.p.A. | Revenue | 50,000 | 110,608 |
| Clubtre S.p.A. | Trade receivables | 50,000 | 50,608 |
| Clubtre S.p.A. | Dividends received | 11,760,555 | 0 |
| Clubtre S.p.A. | Gains realised | 16,706,524 | 0 |
| Clubsette S.r.l. in liquidation | Revenue | - | 25,000 |
| Clubsette S.r.l. in liquidation | Trade receivables | - | - |
| Clubitaly S.p.A. | Revenue | 30,000 | 30,606 |
| Clubitaly S.p.A. | Trade receivables | 30,000 | 30,606 |
| Clubitaly S.p.A. | Financial receivables | 324,010 | 220,909 |
| Gruppo IPG Holding S.p.A. | Revenue | 30,131 | 30,041 |
|---|---|---|---|
| Gruppo IPG Holding S.p.A. | Trade receivables | 30,131 | 30,041 |
| StarTIP S.r.l. | Financial receivables | 17,886,957 | - |
| TIP-pre IPO S.p.A. | Revenue | 501,087 | 504,222 |
| TIP-pre IPO S.p.A. | Trade receivables | 125,000 | 253,964 |
| TXR S.r.l. | Revenue | 15,342 | 16,345 |
| TXR S.r.l. | Trade receivables | 15,342 | 16,345 |
| TXR S.r.l. | Dividends received | 357,000 | 104,717 |
| Services provided to companies related to the Board of Directors |
Revenue | 1,045,540 | 2,025,835 |
| Services provided to companies related to the Board of Directors |
Trade receivables | 74,820 | 10,810 |
| Services received from companies related to the Board of Directors |
Costs (services received) | 6,462,681 | 7,922,858 |
| Payables for services received from companies related to the Board of Directors |
Trade payables | 5,844,585 | 7,306,399 |
| Giovanni Tamburi | Revenues (services provided) | 4,379 | 3,352 |
| Giovanni Tamburi | Trade receivables | 3,311 | 3,352 |
The services provided for all the above listed parties were undertaken at contractual terms and conditions in line with the market.
With reference to the subsequent events, reference should be made to the Directors' Report.
TIP corporate governance adopts the provisions of the new version of the Self-Governance Code published by Borsa Italiana.
The Corporate Governance and Ownership Structure Report for the year is approved by the Board of Directors and published annually on the website of the company www.tipspa.it, in the "Corporate Governance" section.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, March 9, 2018
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 separate financial statements for the year ended December 31, 2017.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer
Milan, March 9, 2018
| Company | Restered office | share capital |
number of | importo del shares patrimonio netto |
number of shares held |
% held |
share of net equity |
book value in accounts |
|
|---|---|---|---|---|---|---|---|---|---|
| Associates | |||||||||
| Asset Italia S.p.A. (1) | Milan | ||||||||
| via Pontaccio, 10 | Euro | 2,210,000 | 100.000.000 (*) | 181,978,219 | 20.000.000 (*) | 20,00 (*) | 49,595,644 | 49,900,000 | |
| Be Think, Solve, Execute S.p.A. (2) | Rome | ||||||||
| viale dell'Esperanto, 71 | Euro | 27,109,165 | 134,897,272 | 47,098,955 | 31,582,225 | 23.41 | 11,026,834 | 16,596,459 | |
| Clubitaly S.p.A. (1) | Milan | ||||||||
| via Pontaccio, 10 | Euro | 103,300 | 103,300 | 123,556,486 | 31,197 | 30.20 | 37,314,537 | 37,436,400 | |
| Clubtre S.p.A. (3) | Milan | ||||||||
| via Pontaccio, 10 | Euro | 120,000 | 120,000 | 47,502,507 | 29,544 | 24.62 | 20,559,085 | 24,021,839 | |
| Gatti & Co. GmbH (2) | Frankfurt am Main | ||||||||
| Bockenheimer Landstr. 51-53 | Euro | 35,700 | 35,700 | 496,073 | 10,700 | 29.97 | 148,683 | 275,000 | |
| Gruppo IPG Holding S.p.A. (2) ** | Milan | ||||||||
| via Appiani, 12 | Euro | 142,438 | 284,875 | 75,090,269 | 67,348 | 23.64 | 25,320,439 | 39,133,846 | |
| Palazzari & Turries Limited (4) | Hong Kong | ||||||||
| 88 Queen's Road | Euro | 300,000 | 300,000 | 1,013,179 | 90,000 | 30.00 | 303,954 | 225,000 | |
| TIP-Pre Ipo S.p.A. (1) | Milan | ||||||||
| via Pontaccio, 10 | Euro | 329,999 | 3,299,988 | 93,378,758 | 942,854 | 28.57 | 26,679,653 | 21,999,953 |
(1) Value relating to the net equity updated at 31.12.2017.
(2) Value relating to the net equity updated at 31.12.2016.
(3) Value relating to the net equity updated at 30.6.2017. The fully diluted % held is 43.28%.
(4) Share Capital in Hong Kong dollars. Value relating to the net equity updated at 31.12.2016. The net equity was converted at the EUR/HKD rate of 0,1223 (31.12.2016).
* Tracking shares not included
** The fully diluted % held is 33,72%
| 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 | 31.12.2017 | ||||||
| Non-listed companies | ||||||||||||||
| Azimut Benetti S.p.A. | 737.725 | 38.990.000 | 38.990.000 | 38.990.000 | ||||||||||
| Other equity instr. & other minor | 665.041 | 876.000 | (100.000) | 1.441.041 | 855.000 | (805.000) | 1.491.040 | |||||||
| Total non-listed companies | 39.655.041 | 0 | 876.000 | (100.000) | 40.431.041 | 855.000 | 0 | 0 | (805.000) | 0 | 0 | 0 | 40.481.040 | |
| Listed companies | ||||||||||||||
| Amplifon S.p.A. | 6.038.036 | 34.884.370 | 51.434.856 | 86.319.226 | 33.188.146 | (12.800.884) | (29.178.106) | 77.528.382 | ||||||
| Digital Magics S.p.A. | 4.906.009 | (1.458.837) | 19.182 | 3.466.354 | 3.507.569 | 4.330.170 | (8.432.760) | (2.871.333) | 0 | |||||
| Ferrari N.V. USD | 304.738 | 17.764.789 | 2.134.299 | (3.090.941) | 16.808.147 | 9.831.336 | 26.639.483 | |||||||
| Fiat Chrysler Automobiles N.V. | 746.000 | 16.625.205 | (1.548.105) | 15.077.100 | 6.447.625 | (9.497.387) | (904.478) | 11.122.860 | ||||||
| Fiat Chrysler Automobiles N.V. USD | 2.076.925 | 312.958 | 17.656.453 | 17.969.411 | 12.925.563 | 30.894.974 | ||||||||
| Hugo Boss AG | 978.000 | 62.522.390 | (25.306.853) | 15.159.593 | 52.375.130 | 5.439.049 | 11.565.141 | 69.379.320 | ||||||
| Moncler S.p.A. | 4.498.354 | 7.329.555 | 90.170.236 | 97.499.791 | 53.862.940 | (21.402.298) | (12.643.361) | 117.317.072 | ||||||
| Servizi Italia S.p.A. | 548.432 | 2.938.289 | 265.566 | 0 | (1.241.564) | 1.962.290 | 1.712.204 | 3.674.494 | ||||||
| Other listed companies | 18.496.063 | 76.472 | (308.594) | (10.131.389) | 8.132.552 | 406.016 | 1.348.322 | (2.185.713) | (73.621) | (423.681) | 7.203.875 | |||
| Total listed companies | 158.137.115 | 33.239.911 | 119.605.929 | (11.372.953) | 299.610.001 | 9.352.633 | 0 | 135.211.448 | (54.319.042) | (73.621) (46.020.959) | 0 | 343.760.461 | ||
| Total investments | 197.792.156 | 33.239.911 | 120.481.929 | (11.472.953) | 340.041.042 | 10.207.633 | 0 | 135.211.448 | (55.124.042) | (73.621) (46.020.959) | 0 | 384.241.501 |
| Clubdue S.r.l. | StarTIP S.r.l. | TXR S.r.l. | |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | 1,308 | 19,546,708 | 29,689,345 |
| Current assets | 7,364 | 43,066 | 83,764 |
| Prepayments and deferred income |
0 | 109 | 142 |
| Total assets | 8,672 | 19,589,883 | 29,773,251 |
| LIABILITIES | |||
| Equity | 8,138 | 1,688,430 | 29,734,372 |
| Payables | 534 | 17,901,453 | 38,879 |
| Total liabilities | 8,672 | 19,589,883 | 29,773,251 |
| INCOME STATEMENT | |||
| Revenue | 0 | 0 | 0 |
| Costs of production | (1,535) | (20,801) | (78,329) |
| EBITDA | (1,535) | (20,801) | (78,329) |
| Amortisation & Depreciation |
(327) | (769) | (734) |
| Operating Loss | (1,862) | (21,570) | (79,063) |
| Financial income | 0 | 0 | 757,155 |
| Interest and financial charges | 0 | 0 | 0 |
| Loss before taxes |
(1,862) | (21,570) | 678,092 |
| Income taxes | 0 | 0 | 0 |
| Loss | (1,862) | (21,570) | 678,092 |
| Attachment 4 - | Changes in investments in associates | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1.1.2017 | decreases | Book value | |||||||||||||
| in Euro | No. of | historic | write revaluations | share of | shareholder | decreases | increase | Book value | Share of results | shareholders' | increase | (decreases) (write-downs) at 31.12.2017 | |||
| shares | cost | backs (write-downs) | results as per | loan capital | o r |
(decrease) | in accounts Purchases | as per eq. meth. | loan | (decrease) | or restitutions revaluations | ||||
| equity method | advance restitutions | fair value | fair value | ||||||||||||
| Asset Italia S.p.A. (1) | 20.000.000 (1) | 2.400.000 | 2.400.000 47.500.000 | 49.900.000 | |||||||||||
| Be Think, Solve, Execute S.p.A. | 31.582.225 | 16.596.459 | 16.596.459 | 16.596.459 | |||||||||||
| ClubItaly S.r.l. | 31.197 | 33.000.000 | 33.000.000 4.436.400 | 37.436.400 | |||||||||||
| Clubtre S.p.A. | 29.544 | 42.000 | 41.924.346 | (7.816.697) | 34.149.649 | (10.127.810) | 24.021.839 | ||||||||
| Gatti & Co Gmbh | 10.700 | 275.000 | 275.000 | 275.000 | |||||||||||
| Gruppo IPG Holding S.r.l. | 67.348 | 27.623.451 | (1.449.904) | 12.218.481 | 38.392.028 | 741.818 | 39.133.846 | ||||||||
| Palazzari & Turries Limited | 90.000 | 225.000 | 225.000 | 225.000 | |||||||||||
| Tip-Pre Ipo S.p.A. | 942.854 | 16.285.667 | 16.285.667 5.714.286 | 21.999.953 | |||||||||||
| Total | 96.447.577 | 0 | 0 | 41.924.346 | (9.266.601) | 12.218.481 | 0 | 141.323.803 58.392.504 | 0 | 0 | 0 | (10.127.810) 189.588.497 |
(1) Tracking shares not included
Page 109
| Aspetti chiave | Procedure di revisione in risposta agli aspetti chiave |
|---|---|
| Valutazione delle attività finanziarie disponibili per la vendita non correnti Nota 13 del bilancio d'esercizio "Attività finanziarie disponibili per la vendita non correnti" Il Gruppo detiene significativi investimenti azionari in società quotate su mercati regolamentati e in società non quotate, per un valore pari a Euro 384.242 migliaia al 31 dicembre 2017. Tali attività sono classificate come attività finanziarie disponibili per la vendita, iscritte tra le attività non correnti. In base ai principi contabili di riferimento, le attività in esame sono valutate al fair value con rilevazione degli effetti delle variazioni di valore nelle altre componenti di conto economico complessivo, fintanto che si rileva la cessione definitiva. Qualora la riduzione di valore dell'attività rispetto al costo di acquisizione costituisca "perdita di valore", come definita nei principi di riferimento, l'effetto della svalutazione è invece rilevato come costo nel conto economico. Successivamente, nel caso vengano meno le condizioni che hanno comportato la svalutazione in relazione alla perdita di valore, il valore dell'investimento viene ripristinato accreditando direttamente la medesima riserva di patrimonio netto. Il fair value delle partecipazioni in società non quotate viene determinato in base a tecniche di |
Relativamente agli investimenti in società non quotate, le procedure di revisione hanno incluso, tra le altre: la comprensione e la valutazione ۰ dell'efficacia del sistema di controllo interno, con particolare riferimento alle procedure seguite dai vertici aziendali per la classificazione e la valutazione al fair value degli investimenti in società non quotate; l'analisi della contrattualistica ٠ sottostante i principali investimenti e in particolare gli accordi in essere con gli altri soci che partecipano al medesimo investimento al fine di verificare la corretta qualificazione degli stessi e la conseguente appropriatezza del metodo di valutazione adottato dal management; la verifica della ragionevolezza della ٠ determinazione del fair value tramite la valutazione della correttezza metodologica e la ragionevolezza delle ipotesi sottostanti al modello |
| valutazione, con particolare riferimento all'analisi | valutativo. In particolare si è |
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