Earnings Release • Sep 22, 2017
Earnings Release
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2017 consolidated half-year report tamburi investment partners group
(translation from the italian original which remains the definitive version)
| Corporate Boards | 3 |
|---|---|
| Interim directors' report | 4 |
| Condensed Consolidated Half-Year 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 |
14 |
| Notes to the 2017 condensed consolidated half-year financial statements | 20 |
| Attachments Declaration of the Executive Officer for financial reporting Changes in AFS financial assets measured at fair value Changes in associates measured under the equity method |
46 |
Independent Auditors' Report
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") in the first half of 2017 reports a consolidated net profit of approximately Euro 53.7 million – of which Euro 53.3 million attributable to the shareholders of the parent – compared to approximately Euro 14.5 million in the first half of 2016.
The first half of 2017 reported the best ever results for the TIP Group.
The result was significantly impacted by the capital gain of approximately Euro 29.2 million on the partial sale of Amplifon S.p.A. shares ("Amplifon") and the share of the result of the associate Clubtre S.p.A. ("Clubtre"), equal to approximately Euro 20.9 million, related to the partial sale of Prysmian S.p.A. shares ("Prysmian") by Clubtre.
Both disposals concerned around one third of the investments held by the TIP Group therefore maintaining significant holdings in these companies, given that we continue to believe in their potential.
The Amplifon transaction took place within a wider medium-term partnership between the TIP Group and Ampliter, parent company of Amplifon, with a future Euro 50 million investment in Ampliter, therefore significantly higher than the funds received from the sale of Amplifon shares; TIP will submit this operation to the associated company Asset Italia S.p.A.
Clubtre held 43.28% by TIP on a fully diluted basis, sold 4 million shares in Prysmian, corresponding to 1.85% of the share capital, for a total value of Euro 97.6 million, before commissions. Following this sale Clubtre remains the largest individual shareholder of Prysmian, with over 4% of the share capital.
Strong results were reported on all fronts; advisory revenues grew to approximately Euro 3.8 million compared to approximately Euro 2.3 million in the same period of 2016 and financial income other than the transactions mentioned above – primarily dividends from investees – exceeded Euro 8.6 million; the share of profits of associates, other than the above-mentioned capital gains, amounted to approximately Euro 6.3 million.
Costs were substantially in line with preceding years; executive director fees are linked to company performance.
Consolidated equity increased over Euro 100 million, from Euro 437 million at December 31, 2016 to Euro 542.7 million, after dividends distributed of over Euro 10 million and also thanks to the exercise, in June 2017, of 12,261,997 warrants with the issue of a similar number of new TIP shares.
At June 30, 2017, TIP consolidated net debt – also taking into account the TIP 2014 - 2020 bond loan – but without including the non-current financial assets, considered by management as liquidity available in the short-term – was approximately Euro 123 million, improving significantly compared to Euro 200 million at December 31, 2016.
In addition to the above-mentioned transactions in the first six months of 2017, direct TIP Group activities involved the further investment in Gruppo IPG Holding S.p.A., parent company of Interpump Group S.p.A., after almost fifteen years since the initial operation and following other investments in the period, the subscription – for an amount exceeding its direct shareholding – of the capital increase of Digital Magics S.p.A. and an increase in the shareholding in Clubitaly S.p.A., which holds 19.74% of Eataly S.r.l. The largest investment was however the disbursement of more than Euro 37 million related to the entry in Alpitour by Asset Italia S.p.A. The transaction provides for the subscription of a capital increase of approximately Euro 120 million by Asset Italia 1 S.r.l. ("Asset Italia 1"), an ad hoc vehicle incorporated for the operation. 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. Following the operation, Asset Italia 1 holds 32.67% of the share capital of Alpitour and has an important governance role in the group. Alpitour enjoys a dominant leadership position in Italy thanks to its strong presence in all sectors (tour operating off line and on line, aviation, hotels, travel agencies and incoming) and in 2016 reported consolidated revenues of over Euro 1.1 billion, growth across all divisions and an EBITDA of approximately Euro 36 million. TIP holds 30.91% of the tracking shares related to Asset Italia 1.
In the first six months of 2017, taking into account the additional FCA shares received by TIP following the conversion of the FCA converting bond in December 2016, TIP partially reduced – for approximately 25% of its total shareholding – the position in FCA realising a further capital gain of approximately Euro 900 thousand.
In June, the withdrawal of the investment in Management&Capitali S.p.A. was concluded with a further capital gain of approximately Euro 450 thousand.
Another very encouraging aspect in the first half year of 2017 was the continued excellent results from the principal investments. Amplifon, FCA, Ferrari, Interpump, Moncler and Prysmian, but also Alpitour, BE, Digital Magics, Eataly, Furla, Roche Bobois and Talent Garden, reported very strong results in the first half of 2017. In general, all of the investments, including indirect, among which Beta, iGuzzini, Octo and AAA, reported very satisfactory results.
The exceptional results in the first six months of 2017 and in 2016, the major transactions in the first half of 2017 and the strong investment portfolio, with aggregated investments including club deals of approximately Euro 2 billion – calculated considering the consensus on the listed holdings – allowed TIP's share price to report strong growth in 2017, outperforming the various market indices.
The TIP share price in fact grew 64.2% from December 31, 2016 to September 13, 2017,
compared to 15.6% for the FTSE MIB and 34.0% for the IT Star in the same period.
The usual five-year TIP share chart (at September 13, 2017) highlights the very strong performance of the TIP share, up 303.4%; at the same date the total return for TIP shareholders over the five years was 340.5% with an annual average of 68.1%.
The financial results reported below refer, where available, to the 2017 Half-Year Report already approved by the Board of Directors of the investees by the current date; in the absence of such, reference is made to the 2016 Annual Report or previous Reports.
TIP holding at June 30, 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 approximately 99% 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 310 sales points (of which 100 owned) located in prestigious commercial areas, with a presence in almost all of the important cities of the main countries.
In 2016, the Roche Bobois group grew further and reported aggregate revenues (including franchising stores) of approximately Euro 550 million, while consolidated revenues – which only refer to direct sales – totalled approximately Euro 262 million with a consolidated Ebitda of approximately Euro 28 million; the Group has a net cash position.
Asset Italia S.p.A. TIP holding at June 30, 2017: 20.00%
Asset Italia, incorporated in 2016 with the subscription, in addition to TIP, of approximately 30 family offices, with an endowment capital 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 shares for the specific asset class related to the investment subscribed.
Asset Italia and TIP will combine within five years.
TIP holds 20% of Asset Italia, will undertake at least a pro-quota holding in all approved operations and provide support for the identification, selection, assessment and execution of investment projects.
As already described, in 2017 it undertook the transaction illustrated with Alpitour.
TIP holding at June 30, 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 half of 2017, the BE Group reported consolidated revenues of approximately Euro 63 million, with an EBITDA of Euro 8.3 million (+4.1%) and an EBITDA margin of more than 13% on revenues, compared to 12% in the same period of the previous year.
TIP holding at June 30, 2017: 29.73%, 40.31% fully diluted
Clubitaly was incorporated in 2014, together with some entrepreneurial families and family office, two of which qualify as related parties pursuant to IAS 24, and acquired from Eatinvest S.r.l., a company controlled by the Farinetti family, a stake in Eataly S.r.l. ("Eataly"). Clubitaly currently holds 19.74% of Eataly.
Eataly operates with a global reach in the distribution and marketing of Italian high-end gastronomic products integrating production, sales, catering and healthy living. The company represents a peculiar phenomenon – being the only Italian company in the food retail sector with a truly international vocation, as well as a symbol of Italian food and of high quality Made in Italy products worldwide.
Eataly currently operate in Italy, America, the Middle and Far East and is implementing a significant store opening programme in some of the world's major cities through direct sales points and franchises. In 2016, the second store was opened in New York, at Ground Zero and was followed by important openings in Boston and Copenhagen. In January 2017, an impressive store was opened in Trieste and in May 2017 the second largest Group store was opened in Moscow. Between 2017 and 2019 openings are planned in London, Los Angeles, Paris, Stockholm, Toronto, Las Vegas among others.
Group revenues in 2016 were just under Euro 400 million, with a loss reported as heavily impacted by one-off costs and major delays in some openings, caused by factors external to Eataly.
TIP holding at June 30, 2017: 24.62%, 43.28% fully diluted
Clubtre remains the largest individual shareholder in Prysmian with a shareholding of approximately 4%.
Prysmian is the world leader in the production of energy and telecommunication cables with 82 factories, 17 R&D centres and approximately 21,000 employees worldwide.
In the first half of 2017, Prysmian reported consolidated revenues of approximately Euro 3.9 billion, an adjusted EBITDA of approximately Euro 362 million, up 4.3%, and a net profit of Euro 113 million.
TIP holding at June 30, 2017: 23.64%, 33.72% fully diluted
In March 2017, Gruppo IPG Holding S.p.A. ("IPGH") acquired – with an operation outside the market – 2,000,000 Interpump Group S.p.A. ordinary shares in a transaction financed from the increase in IPGH bank funding and proportional contributions from shareholders. As a result of the transaction IPGH currently holds 25,406,799 shares (equal to 23.33% of the share capital) of the Interpump Group, world leader in the production of high pressure pistons pumps, power take-offs (PTOs), distributors and hydraulic systems.
In the first half of 2017, the Interpump Group reported consolidated revenues of Euro 558.8 million, up 18.3%, an EBITDA of Euro 130.8 million, compared to Euro 102.3 million in the same period of 2016 and a net profit of Euro 66.3 million.
TIP holding at June 30, 2017: 28.57%
TIPO undertakes minority investments in Italian or overseas companies in the industrial or services sectors, with revenues of between Euro 30 and 200 million, listed on a stock exchange or with a view to listing on a regulated equity market.
TIPO may also subscribe convertible bonds, cum warrants or other "semi-equity" similar instruments, as well as share capital increases – including companies already listed on the stock exchange – provided that the transactions are to be considered as part of expansion projects, investments and/or growth of the respective activities.
At June 30, 2017, TIPO held the following shareholdings:
The company, in which TIPO now holds a small investment, has been listed on the Nasdaq Global Select Market since November 2015 and is one of the major molecular and nuclear medicine players, founded in 2002 by Italian academics as a "spin-off" of CERN (European Organisation for Nuclear Research) to develop diagnostic applications and products and innovative therapeutics.
In 2016, AAA generated consolidated revenues of Euro 109.3 million, significantly up on Euro 88.6 million in the previous year.
Following the operations in the first half of 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, with over 500 employees. Exports account for approximately 50% of turnover.
The Group in 2016 reported further growth with net revenues of approximately Euro 130 million and an adjusted EBITDA of over Euro 25 million and reported growth also in the first half of 2017.
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 places, 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. has investments in other companies.
The total investment by TIPO (which holds 47.83% of GH S.r.l.) in this second transaction was approximately Euro 11 million, of which approximately Euro 9 million at June 30, 2017.
The iGuzzini Group in 2016 reported further growth with revenues of approximately Euro 231 million and EBITDA of approximately Euro 29 million and reported growth also in the first six months of 2017.
TIP in addition holds:
TIP holding at June 30, 2017: 2.67% Listed on the Italian Stock Exchange - STAR Segment.
Amplifon is world leader in the distribution and personalised application of hearing aids with almost 4,000 direct sales points, 3,700 service centres and 1,900 affiliated stores.
In the first six months of 2017, Amplifon reported consolidated revenues of approximately Euro 624 million, up 14.6%, an EBITDA of Euro 100 million (up 18%) and a net profit of approximately Euro 38 million. The expansion of the network continues with 347 new shops and shop-in-shops.
TIP holding at June 30, 2017: 18.15% 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.
Digital Magics S.p.A. is the leading Italian incubator for innovative digital start-ups. It has incubated over 80 start-ups to date, with 71 still in portfolio and raised Euro 13.4 million for start-ups. The "incubated" start-ups have created more than 500 jobs.
It launched and is progressively developing, through aggregations, many of which promoted through the direct intervention 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.
TIP holding at June 30, 2017: 0.16% of the ordinary share capital Listed on the Italian Stock Exchange and the New York Stock Exchange
As known Ferrari manufactures 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.
At June 30, 2017, Ferrari again reported record results with revenues of Euro 1.741 billion, up 17% on the first six months of 2016, an adjusted EBITDA of Euro 512 million, up 30% on the same period of the previous year and a net profit of Euro 260 million, up 48%.
TIP holding at June 30, 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 (FCA) group is the seventh largest car manufacturer in the world with the brands Abarth, Alfa Romeo, Chrysler, Dodge, Fiat, Fiat Professional, Jeep, Lancia, Maserati and Ram.
In the first half of 2017, the FCA group reported record results with consolidated revenues of Euro 55.644 billion, an adjusted EBIT of Euro 3.402 billion, up 13%, and an adjusted net profit of Euro 1.751 billion, up 42% on the same period of 2016.
TIP holding at June 30, 2017: 1.28% Listed on the Frankfurt Stock Exchange
Hugo Boss AG is a 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 the first half of 2017 the Hugo Boss Group continued its repositioning process and reported stronger results, with consolidated revenues at June 30, 2017 of Euro 1,287 million (+2%), an adjusted EBITDA of approximately Euro 205 million (+2%) and a net profit of approximately Euro 105.6 million, more than double compared to the first six months of 2016.
TIP holding at June 30, 2017: 2.32% Listed on the Italian Stock Exchange.
Moncler is a global leader in the apparel luxury segment, present in 70 countries and with approximately 2,700 employees.
In the first half of 2017, the Moncler Group reported consolidated revenues of Euro 407.6
million (+18%) and an adjusted EBITDA of Euro 97 million, +24%. The growth in revenues and earnings was therefore again confirmed in 2017, positioning Moncler at the top end in terms of margins, among the most prestigious global brands.
TIP holding at June 30, 2017: 12.07%
Azimut Benetti S.p.A. is one of the most prestigious constructors of mega yachts worldwide. The company has been ranked 16 times in the last 18 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 11 boatyards and a sales network in over 70 countries.
In the year to August 31, 2016, the company reports a small but significant increase in the value of production to approximately Euro 700 million and an increase in EBITDA compared to 2015.
TIP subscribed 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 sale of high-end leather handbags and accessories, with an extremely personalised style.
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 telematics 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.
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 14.85%.
In addition to the investments reported above, 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 1.
The transactions with related parties are detailed in note 28.
In July 2017, TIPO – TIP Pre IPO S.p.A. acquired 20% of the Chiorino Group ("Chiorino"), a global leader in the manufacturer of process and conveyor belts for industrial processes; the transaction was partially financed by capital already held in TIPO – mainly from the sale of AAA shares – and partially through recourse to shareholders. The share capital increase subscribed by TIP resulted in a payment of Euro 5.7 million.
Chiorino, with 2017 forecast consolidated revenues of over Euro 110 million (up approximately 8.5%) and a stable EBITDA margin in recent years exceeding 20%, is currently present in approximately 100 countries, generates over 75% of revenues overseas through 17 direct subsidiaries and an extensive commercial and distribution network and 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 the first half of 2017 and in the subsequent months, the TIP Group has undertaken partial divestments, returned strong results and completed major new investments, continuing its growth and affirming its role – through employing a peculiar business model in Italy – as an entrepreneurial partner and financial backer for outstanding companies willing to grow and/or resolve governance issues, always with a view to business development.
The repeating of the results achieved in 2016 and in the first half of 2017 by the TIP Group – clearly closely linked to the realisation of significant investments – will depend on market performances and the opportunities which emerge in the future.
During the year, the Company did not carry out any research and development activity.
In relation to the principal Group risks and uncertainties, reference should be made to note 25.
At June 30, 2017, treasury shares in portfolio totalled 1,394,498, equal to 0.871% of the share capital. At the present date, treasury shares in portfolio total 1,856,011, equal to 1.159% of the share capital.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, September 14, 2017
| Six months | Six months | ||
|---|---|---|---|
| (in Euro) | period ended June 30, 2017 |
period ended June 30, 2016 |
Note |
| Revenues from sales and services | 3,766,658 | 2,311,431 | 4 |
| Other revenues | 47,933 | 96,581 | |
| Total revenues | 3,814,591 | 2,408,012 | |
| Purchases, services and other costs | (1,158,993) | (898,515) | 5 |
| Personnel costs | (10,840,122) | (4,412,523) | 6 |
| Amortisation, depreciation & write-downs | (36,230) | (25,273) | |
| Operating profit/(loss) | (8,220,754) | (2,928,299) | |
| Financial income | 37,802,743 | 31,387,421 | 7 |
| Financial charges | (3,203,806) | (18,217,121) | 7 |
| Profit before adjustments to investments | 26,378,183 | 10,242,001 | |
| Share of profit/(loss) of associated measured under the | |||
| equity method | 27,245,949 | 6,743,385 | 8 |
| Adjustments to available-for-sale financial assets | 0 | (1,338,142) | |
| Profit before taxes | 53,624,132 | 15,647,244 | |
| Current and deferred taxes | 37,708 | (1,111,061) | 9 |
| Profit | 53,661,840 | 14,536,183 | |
| Profit attributable to the shareholders of the | |||
| parent | 53,315,559 | 14,690,579 | |
| Profit/(loss) attributable to minority interests | 346,281 | (154,396) | |
| Basic earnings per share | 0.36 | 0.10 | 20 |
| Diluted earnings per share | 0.36 | 0.08 | 20 |
| Number of shares in circulation | 158,666,986 | 146,667,442 |
| (in Euro) | Six months period ended June 30, 2017 |
Six months period ended June 30, 2016 |
Note |
|---|---|---|---|
| Profit | 53,661,840 | 14,536,183 | |
| Other comprehensive income items | |||
| Income through P&L | 19 | ||
| Increase/(decrease) in non-current AFS financial assets | 35,545,962 | (18,336,215) | |
| Unrealised profit/(loss) | 34,621,114 | (18,502,524) | |
| Tax effect | 924,848 | 166,309 | |
| Increase/(decrease) in investees measured under the | |||
| equity method | (16,820,691) | 9,248,471 | |
| Unrealised profit/(loss) | (16,249,263) | 9,248,471 | |
| Tax effect | (571,428) | - | |
| Increase/(decrease) AFS current financial assets | - | (183,238) | |
| Unrealised profit/(loss) | - | (281,338) | |
| Tax effect | - | 98,100 | |
| Income/(loss) not through P&L | |||
| Employee benefits | 9,220 | (22,715) | |
| Total other comprehensive income items | 18,734,491 | (9,293,697) | |
| Total comprehensive income | 72,396,331 | 5,242,486 | |
| Total comprehensive income/(loss) attributable to the shareholders of the parent |
72,050,050 | (708,484) | |
| Total comprehensive income/(loss) attributable to minority interests |
346,281 | 5,950,970 |
| (in Euro) | June 30, 2017 | December 31, 2016 | Note |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 142,481 | 170,589 | |
| Goodwill | 9,806,574 | 9,806,574 | 10 |
| Other intangible assets | 2,307 | 4,626 | |
| Associates measured under the equity method | 245,088,365 | 235,559,227 | 11 |
| AFS financial assets | 386,575,153 | 374,267,042 | 12 |
| Financial receivables | 34,498,935 | 33,751,593 | 13 |
| Tax receivables | 423,399 | 136,116 | 14 |
| Deferred tax assets | 2,517,632 | 2,143,389 | 15 |
| Total non-current assets | 679,054,846 | 655,839,156 | |
| Current assets | |||
| Trade receivables | 690,554 | 957,977 | 16 |
| Current financial receivables | 573,391 | 483,136 | |
| Current financial assets | 821,545 | 182,701 | |
| Cash and cash equivalents | 29,250,197 | 1,286,769 | 17 |
| Tax receivables | 78,788 | 336,373 | 14 |
| Other current assets | 270,963 | 272,800 | |
| Total current assets | 31,685,438 | 3,519,756 | |
| Total Assets | 710,740,284 | 659,358,912 | |
| Equity | |||
| Share capital | 83,231,972 | 76,855,733 | 18 |
| Reserves | 290,635,911 | 234,969,155 | 19 |
| Retained earnings | 98,363,034 | 56,977,958 | |
| Result of the parent | 53,315,559 | 51,486,389 | 20 |
| Total equity attributable to the shareholders of the | |||
| parent | 525,546,476 | 420,289,235 | |
| Equity attributable to minority interests | 17,133,750 | 16,787,469 | |
| Total equity | 542,680,226 | 437,076,704 | |
| Non-current liabilities | |||
| Post-employment benefits | 279,974 | 271,667 | |
| Financial payables | 133,935,895 | 133,752,298 | 21 |
| Deferred tax liabilities | 2,570,935 | 3,078,424 | 15 |
| Total non-current liabilities | 136,786,804 | 137,102,389 | |
| Current liabilities | |||
| Trade payables | 577,926 | 550,303 | |
| Current financial liabilities | 19,775,724 | 67,380,277 | 22 |
| Tax payables | 455,582 | 429,039 | 23 |
| Other liabilities | 10,464,022 | 16,820,200 | 24 |
| Total current liabilities | 31,273,254 | 85,179,819 | |
| Total liabilities | 168,060,058 | 222,282,208 | |
| Total equity and liabilities | 710,740,284 | 659,358,912 |
in Euro
| Share | Share | Legal Extraordinary | Revaluation | Treasury | Other | IFRS Merger | Retained | Result | Net Equity Net Equity | Result | Net Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| capital premium | reserve | reserve | reserve | shares | reserves | reserve surplus | earnings for the period | shareholders | minorities | for period | |||||
| reserve | AFS Financial | reserve | business | shareholders | of parent | minorities | |||||||||
| assets | combination | of parent | |||||||||||||
| At January 1, 2016 consolidated | 76,853,713 113,531,528 | 14,921,969 | 0 | 90,819,062 (1,843,381) | (953,192) | (483,655) 5,060,152 | 41,139,559 | 25,233,887 | 364,279,642 | 85,301,478 (238,635) | 449,342,486 | ||||
| Change in fair value of financial assets | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| available-for-sale | (24,441,581) | (24,441,581) | 6,105,366 | (18,336,215) | |||||||||
| Other comprehensive income items of associates measured under the | |||||||||||||
| equity method | 3,830,081 | 5,418,390 | 9,248,471 | 9,248,471 | |||||||||
| Change in fair value of current financial assets | (183,238) | (183,238) | (183,238) | ||||||||||
| Employee benefits | (22,715) | (22,715) | (22,715) | ||||||||||
| Other changes | 0 | 0 | |||||||||||
| Total other comprehensive income items | (20,794,738) | 5,395,675 | (15,399,063) | 6,105,366 | 0 | (9,293,697) | |||||||
| Profit/(loss) 6M 2016 | 14,690,579 | 14,690,579 | (154,396) | 14,536,183 | |||||||||
| Total comprehensive income | (20,794,738) | 5,395,675 | 14,690,579 | (708,484) | 6,105,366 (154,396) | 5,242,486 | |||||||
| Allocation profit 2015 | 448,774 | 15,838,399 | (16,287,173) | 0 | (238,635) | 238,635 | 0 | ||||||
| Other changes | 0 | 0 | |||||||||||
| Distribution of dividends | (8,946,714) | (8,946,714) | (8,946,714) | ||||||||||
| Stock option plan effect | 0 | 0 | |||||||||||
| Warrant conversion | 0 | 0 | |||||||||||
| Acquisition of treasury shares | (1,754,538) | (1,754,538) | (1,754,538) | ||||||||||
| Sale of treasury shares | 0 | 0 | |||||||||||
| At June 30, 2016 consolidated | 76,853,713 113,531,528 | 15,370,743 | 0 | 70,024,324 (3,597,919) | 4,442,483 | (483,655) 5,060,152 | 56,977,958 | 14,690,579 | 352,869,906 | 91,168,209 (154,396) | 443,883,720 |
| At January 1, 2017 consolidated | 76,855,733 113,544,232 | 15,370,743 | 0 | 96,178,426 (4,853,854) | 10,153,111 | (483,655) 5,060,152 | 56,977,958 | 51,486,389 | 420,289,235 | (17,359,512) 34,146,981 | 437,076,704 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change in fair value of financial assets | ||||||||||||||
| available-for-sale | 35,545,962 | 35,545,962 | 35,545,962 | |||||||||||
| Other comprehensive income items of associates measured under the | ||||||||||||||
| equity method | (15,266,932) | (1,553,759) | (16,820,691) | (16,820,691) | ||||||||||
| Change in fair value of current financial assets | 0 | 0 | ||||||||||||
| Employee benefits | 9,220 | 9,220 | 9,220 | |||||||||||
| Other changes | 0 | 0 | ||||||||||||
| Total other comprehensive income items | 20,279,030 | (1,544,539) | 18,734,491 | 0 | 0 | 18,734,491 | ||||||||
| Profit/(loss) 6M 2017 | 53,315,559 | 53,315,559 | 346,281 | 53,661,840 | ||||||||||
| Total comprehensive income | 20,279,030 | (1,544,539) | 53,315,559 | 72,050,050 | 0 | 346,281 | 72,396,331 | |||||||
| 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 | (7,679,562) | (7,679,562) | (7,679,562) | |||||||||||
| Distribution of dividends | (10,100,909) | (10,100,909) | (10,100,909) | |||||||||||
| Stock option plan effect | 0 | 0 | ||||||||||||
| Warrant conversion | 6,376,239 44,511,049 | 50,887,288 | 50,887,288 | |||||||||||
| Acquisition of treasury shares | (147,966) | (147,966) | (147,966) | |||||||||||
| Sale of treasury shares | 39,683 | 411,470 | (202,813) | 248,340 | 248,340 | |||||||||
| At June 30, 2017 consolidated | 83,231,972 158,094,964 | 15,371,147 | 0 | 116,457,456 (4,590,350) | 726,197 | (483,655) 5,060,152 | 98,363,034 | 53,315,559 | 525,546,476 | 16,787,469 | 346,281 | 542,680,226 |
| Euro thousands | Six months period ended June 30, 2017 |
Six months period ended June 30, 2016 |
|---|---|---|
| OPENING NET CASH AND CASH EQUIVALENTS | (41,949) | (55,739) |
| CASH FLOW FROM OPERATING ACTIVITIES | ||
| Profit | 53,662 | 14,536 |
| Amortisation & Depreciation | 36 | 25 |
| Write-downs/(revaluation) of investments | (27,246) | (5,405) |
| Financial income and charges | (31,925) | (10,330) |
| Changes in "employee benefits" | 16 | 32 |
| Charges on bonds | 2,503 | 3,362 |
| Change in deferred tax assets and liabilities | (435) | 161 |
| (3,389) | 2,381 | |
| Decrease/(increase) in trade receivables | 267 | 1,780 |
| Decrease/(increases) in other current assets | 2 | 492 |
| Decrease/(increase) in tax receivables | (30) | 32 |
| Decrease/(increase) in financial receivables | 61 | (9,873) |
| Decrease/(increase) in other current asset securities | 0 | 35,057 |
| (Decrease)/increase in trade payables | 28 | 134 |
| (Decrease)/increase in financial payables | 146 | (2,788) |
| (Decrease)/increase of tax payables | 27 | (559) |
| (Decrease)/increase in other current liabilities | (9,340) | (3,094) |
| Cash flow from operating activities | (12,228) | 23,562 |
| CASH FLOW FROM | ||
| INVESTMENTS IN FIXED ASSETS | ||
| Intangible and tangible assets | ||
| Investments / divestments | (5) | (80) |
| Financial assets | ||
| Investments | (42,429) | (39,708) |
| Divestments | 89,276 | 24,754 |
| Cash flow from investing activities | 46,842 | (15,034) |
| Euro thousands | Six months period ended June 30, 2017 |
Six months period ended June 30, 2016 |
|
|---|---|---|---|
| D.- | CASH FLOW FROM FINANCING |
||
| Loans | |||
| New loans | 0 | 0 | |
| Repayment of loans | 0 | 0 | |
| Borrowing costs on loans | (4,780) | (3,362) | |
| Share capital | |||
| Share capital increase and capital contributions on account | 50,887 | 0 | |
| Changes from purchase/sale of treasury shares | 100 | (1,754) | |
| Payment of dividends | (10,102) | (8,947) | |
| Change in reserves | 0 | (61) | |
| Cash flow from financing activities | 36,105 | (14,124) | |
| E.- | NET CASH FLOW FOR THE PERIOD | 70,719 | (5,596) |
| F. | CLOSING CASH AND CASH EQUIVALENTS | 28,770 | (61,335) |
| The breakdown of the net available liquidity was as follows: | |||
| Cash and cash equivalents | 29,250 | 3,928 | |
| Bank payables due within one year | (480) | (65,263) | |
| Closing cash and cash equivalents | 28,770 | (61,335) |
The TIP Group is an independent investment/merchant bank focused on Italian medium-sized companies, with a particular involvement in:
The parent company TIP was incorporated in Italy as a limited liability company and with registered office in Italy.
The company was listed in November 2005 and on December 20, 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP ordinary shares.
The 2017 consolidated half-year report was approved by the Board of Directors on September 14, 2017.
The condensed consolidated half-year financial statements at June 30, 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 and in particular the condensed consolidated half-year financial statements were prepared in accordance with IAS 34.
The condensed consolidated financial statements are comprised of the income statement, the 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 financial statements were prepared in accordance with IAS 1, while the explanatory notes were prepared in condensed form in accordance with IAS 34 and therefore do not include all the disclosures required for the annual financial statements prepared in accordance with IFRS.
The accounting policies utilised for the preparation of these condensed consolidated half-year financial statements are consistent with those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2016.
The income statement, the statement of comprehensive income and the consolidated statement of cash flows at June 30, 2016 and the statement of financial position at December 31, 2016 were utilised for comparative purposes.
During the period, no special circumstances arose requiring recourse to the exceptions allowed under IAS 1.
The condensed consolidated half-year financial statements at June 30, 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 condensed consolidated financial statements requires the formulation of valuations, estimates and assumptions which impact the application of the accounting principles and the amounts of the assets, liabilities, costs and revenues recorded in the financial statements. These estimates and relative assumptions are based on historical experience and other factors considered reasonable. However, it should be noted as these refer to estimates, the results obtained will not necessarily be the same as those represented. The estimates are used to value the provisions for risks on receivables, measurement at fair value of financial instruments, impairment tests, employee benefits and income taxes.
The accounting principles utilised in the preparation of the condensed half-year financial statements and the composition and changes in the individual accounts are illustrated below.
yet implemented at the date of these consolidated financial statements.
The application of the new accounting standards and amendments 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.
company undertakes in order to reduce and/or eliminate exposure to financial and nonfinancial 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.
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 condensed consolidated half-year 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 condensed consolidated half-year 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 condensed consolidated halfyear 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 condensed consolidated half-year 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. In particular, given the nature of the activities of the TIP Group and of the financial instruments held, the impacts expected refer to "classification and measurement" rather then "impairment" and "hedge accounting" in relation to which no significant impacts 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 June 30, 2017, the consolidation scope included the companies TXR S.r.l. and Clubuno S.r.l.
The details of the subsidiaries were as follows:
| Company | Registered office | Share capital | Holding |
|---|---|---|---|
| Clubuno S.r.l. | Milan | 10,000 | 100% |
| TXR S.r.l. | Milan | 100,000 | 51.00% |
The consolidation scope compared to the same period of the previous year saw the exit of Clubsette S.r.l., whose liquidation process was completed on December 29, 2016.
The consolidation of the subsidiaries is made on the basis of the respective financial statements of the subsidiaries, adjusted where necessary to ensure uniform accounting policies with the Parent Company.
All inter-company balances and transactions, including any unrealised gains deriving from transactions between Group companies are fully eliminated. Unrealised losses are eliminated except when they represent a permanent impairment in value.
The main accounting policies adopted in the preparation of the consolidated financial statements at June 30, 2017 are disclosed below.
Property, plant & equipment are recognised at historical cost, including directly allocated accessory costs and those necessary for bringing the asset to the condition for which it was acquired. If major components of such tangible assets have different useful lives, such components are accounted for separately.
Tangible assets are presented net of accumulated depreciation and any losses in value, calculated as described below.
Depreciation is calculated on a straight-line basis according to the estimated useful life of the asset; useful life is reviewed annually. Any changes, where necessary, are recorded in accordance with future estimates; the main depreciation rates used are the following: 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. In particular, the convertible bonds record, based on the indications contained in IAS 32, the financial liability components separately (measured at amortised costs), and the implicit options assigned to the holders of the instruments to covert part of the loan into an equity instrument.
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 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".
| Six months | Six months | |
|---|---|---|
| period ended | period ended | |
| Euro | June 30, 2017 | June 30, 2016 |
| Revenue from sales and services | 3,766,658 | 2,311,431 |
| Total | 3,766,658 | 2,311,431 |
The increase in revenues is due to the strong performance of the normal activities of advisory and the fees related to the transaction undertaken by Asset Italia 1 S.p.A.
The account comprises:
| Six months | Six months | |
|---|---|---|
| period ended | period ended | |
| Euro | June 30, 2017 | June 30, 2016 |
| 1. Services |
818,832 | 615,361 |
| 2. Rent, leasing and similar costs |
176,587 | 174,617 |
| 3. Other charges |
163,574 | 108,537 |
| Total | 1,158,993 | 898,515 |
Service costs mainly relate to professional and legal consultancy, general expenses and commercial expenses. They include Euro 27,000 of audit fees and Euro 32,125 emoluments to the Board of Statutory Auditors and the Supervisory Board. Other charges principally include non-deductible VAT.
The account comprises:
| Six months | Six months | |
|---|---|---|
| period ended | period ended | |
| Euro | June 30, 2017 | June 30, 2016 |
| Wages and salaries | 798,794 | 691,038 |
| Social security charges | 214,305 | 218,765 |
| Directors' fees | 9,790,681 | 3,474,875 |
| Post-employment benefits | 36,342 | 27,845 |
| Total | 10,840,122 | 4,412,523 |
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.
| At June 30, 2017, the number of TIP employees was as follows: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| -- | -- | -- | -- | --------------------------------------------------------------- | -- | -- | -- | -- | -- |
| June 30, 2017 | June 30, 2016 | |
|---|---|---|
| White collar & apprentices | 13 | 12 |
| Managers | 1 | 1 |
| Executives | 3 | 4 |
| Total | 17 | 17 |
The Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.
The account comprises:
| Six months | Six months | |
|---|---|---|
| period ended | period ended | |
| Euro | June 30, 2017 | June 30, 2016 |
| 1. Investment income |
35,818,385 | 29,835,373 |
| 2. Income from securities recorded in current assets |
0 | 1,304,510 |
| Other income | 1,984,358 | 247,538 |
| Total financial income | 37,802,743 | 31,387,421 |
| 3. Interest and other financial charges |
(3,203,806) | (18,217,121) |
| Total financial charges | (3,203,806) | (18,217,121) |
| Net financial income | 34,598,937 | 13,170,300 |
| Six months | Six months | |
|---|---|---|
| period ended | period ended | |
| Euro | June 30, 2017 | June 30, 2016 |
| Gain on Ferrari N.V. shares | 0 | 15,960,812 |
| Gain on disposal of investments | 30,578,931 | 10,330,400 |
| Dividends | 5,239,454 | 3,457,113 |
| Other | 0 | 87,048 |
| Total | 35,818,385 | 29,835,373 |
In the first half of 2017 the gains relate to the sale of the following investments (Euro):
| Amplifon S.p.A. | 29,178,106 |
|---|---|
| Fiat Chrysler Automobiles NV | 913,683 |
| Management & Capitali S.p.A. | 456,005 |
| Other | 31,137 |
| Total | 30,578,931 |
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.
In the first half of 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 | 216,823 |
| Total | 5,239,454 |
The first half of 2016 was impacted by the recognition of the value of the Ferrari shares received following the spin-off from FCA as income in the P&L (Euro 16 million) and the related negative
change in the market value of the FCA convertible loan for Euro 11 million recorded under financial charges.
| Euro | Six months period ended June 30, 2017 |
Six months period ended June 30, 2016 |
|---|---|---|
| Interest on securities in current assets | 0 | 991,294 |
| Gain on sale of securities | 0 | 313,216 |
| Total | 0 | 1,304,510 |
| Six months | Six months | |
|---|---|---|
| period ended | period ended | |
| Euro | June 30, 2017 | June 30, 2016 |
| Unrealised losses on securities (IFRS effect on FCA convertible | 0 | 14,219,854 |
| loan) | ||
| Interest on bonds | 2,503,383 | 3,362,407 |
| Other | 700,423 | 634,860 |
| Total | 3,203,806 | 18,217,121 |
"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.
The account comprises:
| Six months | Six months | ||
|---|---|---|---|
| period ended | period ended | ||
| Euro | June 30, 2017 | June 30, 2016 | |
| Asset Italia S.p.A. | (287,008) | 0 | |
| BE Think, Solve, Executive S.p.A. | 652,666 | 644,308 | |
| Clubitaly S.p.A. | (58,305) | 100,220 | |
| Clubtre S.p.A. | 20,920,552 | 1,901,726 | |
| Gatti & Co. Gmbh | 58,805 | 10,518 | |
| Gruppo IPG Holding S.p.A. | 4,939,455 | 3,237,642 | |
| Palazzari & Turries Limited | 84,510 | 0 | |
| TIP -Pre-IPO – TIPO S.p.A. | 935,274 | 848,971 | |
| Total | 27,245,949 | 6,743,385 |
For further details, reference should be made to note 11 "Investments in associates measured under the equity method" and Attachment 2. In relation to the share of the result of Clubtre, reference should be made to the Directors' Report and note 11.
The breakdown of income taxes is as follows:
| Six months | Six months | ||
|---|---|---|---|
| period ended | period ended | ||
| Euro | June 30, 2017 | June 30, 2016 | |
| Current taxes | 397,331 | 685,188 | |
| Deferred tax income | (374,309) | 333,151 | |
| Deferred tax charge | (60,730) | 92,722 | |
| Total | (37,708) | 1,111,061 |
The company recognised directly to equity an increase of Euro 443,637 relating to the reduction of deferred tax liabilities connected to the fair value of the financial assets available for sale.
"Goodwill" for Euro 9,806,574 refers to the incorporation of the subsidiary Tamburi & Associati S.p.A. into TIP S.p.A. in 2007.
At June 30, 2017, no indications arose that the goodwill had incurred a loss in value and therefore it was not necessary to carry out an impairment test.
| registeredd | % | ||||
|---|---|---|---|---|---|
| Company | officee | share capital | shares | holding | held |
| Asset Italia S.p.A. (1) | Milan | 1,000,000 | 100,000,000 | 20,000,000 | 20.00 |
| Clubtre S.p.A. | Milan | 120,000 | 120,000 | 42,000 | 24.62 |
| Clubitaly S.p.A. | Milan | 100,000 | 100,000 | 27,500 | 29.73 |
| Gruppo IPG Holding S.p.A | Milan | 142,438 | 284,875 | 67,348 | 23.64 142,437.50 |
| TIP-Pre IPO S.p.A. | Milan | 244,284 | 1,200,000 | 342,856 | 28.57 |
| BE Think, Solve, Executive S.p.A. | Rome | 27,109,165 | 134,897,272 | 31,582,225 | 23.41 |
| Palazzari & Turries Limited (2) | Hong Kong | 300,000 (2) | 300,000 | 90,000 | 30.00 |
| Gatti & Co. Gmbh | Frankfurt | 35,700 | 35,700 | 10,700 | 29.97 |
(1) Does not include tracking shares related to specific investments
(2) In Hong Kong Dollars.
for Euro 74,624,306 to the company Clubtre S.p.A. Clubtre was established for the purpose of acquiring a significant shareholding in the listed company Prysmian S.p.A. TIP holds 24.62% of Clubtre S.p.A. (43.28% net of treasury shares). The investment of Clubtre in Prysmian S.p.A. was measured at fair value (market value at June 30, 2017) and the share of the result of Clubtre was recognised under the equity method. In January 2017, Clubtre sold 4 million shares in Prysmian S.p.A., corresponding to 1.85% of the share capital, generating a capital gain for TIP of approximately Euro 19.9 million. Part of the liquidity obtained from Clubtre was subsequently used for dividend distribution and acquisition of treasury shares from shareholders generating a reduction in the carrying value of the investment. There was also a decrease in the fair value relating to the reversal to the income statement of the fair value reserve relating to the Prysmian shares sold in the period;
for Euro 55,290,910 to the investment in Gruppo IPG Holding S.p.A. (company which holds the relative majority shareholding in Interpump Group S.p.A., to be considered a subsidiary);
For the changes in the investments in associated companies, reference should be made to attachment 2.
The financial assets refer to minority investments in listed and non-listed companies.
| Euro | June 30, 2017 | December 31, 2016 |
|---|---|---|
| Investments in listed companies | 311,558,112 | 299,610,001 |
| Investments in non-listed companies | 75,017,041 | 74,657,041 |
| Total | 386,575,153 | 374,267,042 |
The changes in the investments measured at fair value are shown in Attachment 1.
In relation to the effects of the measurement of investments in listed companies, reference should be made to note 19.
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% | 0.0% |
| Valuation models based on market inputs (level 2) | 0.0% | 52.0% |
| Other valuation techniques (level 3) | 0.0% | 45.6% |
| Purchase cost | 0.0% | 2.4% |
| 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 June 30, 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.
| Euro | June 30, 2017 | December 31, 2016 |
|---|---|---|
| Non-current loans | 34,498,935 | 33,751,593 |
| Total | 34,498,935 | 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 | June 30, 2017 | December 31, 2016 |
|---|---|---|
| Within one year | 78,788 | 336,373 |
| Beyond one year | 423,399 | 136,116 |
Current tax receivables include VAT, IRES, IRAP and withholding taxes. The non-current component principally concerns withholding taxes and IRAP reimbursement request.
The breakdown of the account at June 30, 2017 and December 31, 2016 is detailed below:
| Assets | Liabilities | Net | ||||
|---|---|---|---|---|---|---|
| 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 | |
| Euro | ||||||
| Other intangible assets | 2,433 | 3,140 | 2,433 | 3,140 | ||
| Non-curr. AFS fin. assets and | ||||||
| associates under equity method | 3,337 | 14,559 | (2,561,966) | (3,069,455) | (2,558,629) | (3,054,896) |
| Other assets | 1,282,126 | 23,760 | (8,969) | (8,969) | 1,273,157 | 14,791 |
| Other liabilities | 1,229,736 | 2,101,930 | 1,229,736 | 2,101,930 | ||
| Total | 2,517,632 | 2,143,389 | (2,570,935) | (3,078,424) | (53,303) | (935,035) |
| Recorded | Recorded | |||
|---|---|---|---|---|
| Euro | December 31, 2016 | through P&L | through Equity | June 30, 2017 |
| Other intangible assets | 3,140 | (707) | 2,433 | |
| Non-curr. AFS fin. assets and associates | ||||
| under equity method | (3,054,896) | 49,574 | 446,729 | (2,558,629) |
| Other assets | 14,791 | 1,258,366 | 1,273,157 | |
| Other liabilities | 2,101,930 | (872,194) | 1,229,736 | |
| Total | (935,035) | 435,039 | 446,729 | (53,303) |
The changes in the tax assets and liabilities were as follows:
| Euro | June 30, 2017 | December 31, 2016 |
|---|---|---|
| Trade receivables (before doubtful debt provision) | 858,363 | 1,125,786 |
| Doubtful debt provision | (167,809) | (167,809) |
| Total | 690,554 | 957,977 |
| Trade receivables to clients beyond 12 months | - | - |
Changes in trade receivables is strictly related to the different revenue mix between success fees and service revenues.
The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.
| Euro | June 30, 2017 | December 31, 2016 |
|---|---|---|
| Bank deposits | 29,244,927 | 1,281,871 |
| Cash in hand and similar | 5,270 | 4,898 |
| Total | 29,250,197 | 1,286,769 |
The composition of the net financial position at June 30, 2017 compared with the end of the previous year is illustrated in the table below.
| Euro | June 30, 2017 | December 31, 2016 | |
|---|---|---|---|
| A | Cash and cash equivalents | 29,250,197 | 1,286,769 |
| B | Current financial assets | 821,545 | 182,701 |
| C | Current financial receivables | 573,391 | 483,136 |
| D | Liquidity (A+B+C) | 30,645,133 | 1,952,606 |
| E | Financial payables | (133,935,895) | (133,752,298) |
| F | Current financial liabilities | (19,775,724) | (67,380,227) |
| G | Net financial position (D+E+F) | (123,066,486) | (199,179,919) |
The net financial position improved significantly thanks also 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 expired.
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 June 30, 2017 amounted to 1,394,498, equal to 0.87% of the share capital and the shares in circulation at June 30, 2017 numbered 158,666,986.
| No. treasury shares at | No. of shares acquired | No. of shares sold in | No. treasury shares at |
|---|---|---|---|
| January 1, 2017 | in 2017 | 2017 | June 30, 2017 |
| 1,478,370 | 41,128 | 125,000 | 1,394,498 |
The following additional disclosures is provided on the shareholders' equity at June 30, 2017.
Share premium reserve
The account amounts to Euro 158,094,964 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 118,742,595. This is an unavailable reserve as referring to the change in the fair value compared to the acquisition value of the investments in portfolio.
The changes in the non-current AFS financial assets valuation reserve, which represents the total of income and charges recognised directly through equity, is illustrated in the table below:
| Book value at | Book value | ||
|---|---|---|---|
| Euro | 31.12.2016 | Change | 30.06.2017 |
| Non-current AFS financial assets | 35,762,455 | 34,621,114 | 70,383,569 |
| Associates measured under the equity method |
65,255,929 | (14,672,125) | 50,583,804 |
| Tax effect | (2,554,819) | 330,041 | (2,224,778) |
| Total | 98,463,565 | 20,279,030 | 118,742,595 |
| of which: | |||
| Group share | 96,178,426 | 20,279,030 | 116,457,456 |
| minority interest share | 2,285,139 | 0 | 2,285,139 |
The table illustrates the implicit gains of the investments and of the current financial assets in the year which are recognised under equity in the account "Valuation reserve AFS financial assets".
For details of changes, reference should be made to attachment 1 and to note 12 (Non-current AFS financial assets) and attachment 2 and note 11 (Associates measured under the equity method).
For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.
The negative reserve amounts to Euro 4,590,350. This is a non-distributable reserve.
They amount to Euro 726,197 and mainly refer to the stock option plan reserve created following the allocation of options to employees and directors partially 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 98,363,034 and increased, compared to December 31, 2016, by 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 basic earnings per share at June 30, 2017 – net profit divided by the average number of
shares in circulation in the period taking into account treasury shares held – was Euro 0.36.
The diluted earnings per share at June 30, 2017 was Euro 0.36. This represents the net profit for the period divided by the average number of ordinary shares in circulation at June 30, 2017, calculated taking into account the treasury shares held and considering any dilution effects generated from the shares servicing the stock option plan (3,375,000) and from the newly issuable shares (24,683,018) relating to the remaining warrants in circulation.
Financial payables of Euro 133,935,895 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 19,775,724 and principally comprise bank payables of the parent company of Euro 18,822,787 and interest on bonds for Euro 952,937.
The breakdown of the account is as follows:
| Euro | June 30, 2017 | December 31, 2016 |
|---|---|---|
| IRES | 0 | 0 |
| IRAP | 88,808 | 303,660 |
| Other payables | 2,359 | 0 |
| VAT | 268,266 | 10,554 |
| Withholding taxes | 96,149 | 114,825 |
| Total | 455,582 | 429,039 |
The account mainly refers to emoluments for directors and employees.
| Euro | June 30, 2017 | December 31, 2016 |
|---|---|---|
| Directors and employees | 10,034,386 | 16,534,243 |
| Social security institutions | 164,673 | 174,297 |
| Others | 264,963 | 111,660 |
| Total | 10,464,022 | 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.
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:
were not hedged through specific derivative instruments as not available. The Group attempts to minimise the risk – although within a merchant banking activity and therefore by definition risky – through a careful analysis of the companies and sectors on entry into the share capital, as well as through careful monitoring of the performance of the investee companies after entry in the share capital.
The Group's exposure to the credit risk depends on the specific characteristics of each client as well as the type of activities undertaken and in any case at the preparation date of the present financial statements is not considered significant.
Before undertaking an assignment, careful analysis is undertaken on the credit reliability of the client.
The Group approach in the management of liquidity guarantees, where possible, that there are always sufficient funds to meet current obligations.
At June 30, 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:
During the period there were no transfers between the hierarchy levels.
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 the first half of 2017.
| Members of the Board of Directors | |||||||
|---|---|---|---|---|---|---|---|
| Name | Office | No. of shares held at December 31, 2016 |
No. of shares acquired in H1 2017 |
No. of shares allocated from exercise of TIP warrant |
No. of shares sold in H1 2017 |
No. of shares held at June 30, 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 | 2,562,656 | 21,278,280 | |||
| Claudio Berretti | Dir. & Gen. Manager |
1,446,864 | 311,716 | 1,758,580 | |||
| Alberto Capponi | Director | 0 | 0 | 0 | |||
| Paolo d'Amico(3) | Director | 17,850,000 | 2,400,000 | 20,250,000 | |||
| Giuseppe Ferrero(4) | Director | 2,920,998 | 691,453 | 3,612,451 | |||
| Manuela Mezzetti | Director | 59,702 | 0 | 59,702 | |||
| Daniela Palestra | Director | 0 | 0 | 0 | |||
| Name | Office | No of warrants held at December 31, 2016 |
No. of warrants assigned in H1 2017 |
No. of warrants sold in H1 2017 |
No. of warrants exercised in H1 0217 |
No. of warrants held at June 30, 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 | 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 | 0 | 14,925 | |||
| Daniela Palestra | Director | 0 | 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 the first half of 2017.
| TIP office | Fees |
|---|---|
| June 30, 2017 | |
| Directors | 9,790,681 |
| Statutory Auditors | 30,625 |
The remuneration of the Supervisory Board was Euro 1,500.
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 transactions with related parties during the year outlined according to the amounts, type and counterparties.
| Party | Type | Payment / | Payment / |
|---|---|---|---|
| balance at June | balance at June | ||
| 30, 2017 | 30, 2016 | ||
| Asset Italia S.p.A. | Revenues | 501,523 | - |
| Asset Italia S.p.A. | Trade receivables | 250,000 | - |
| Asset Italia 1 S.r.l. | Revenues | 1,200,000 | - |
| Asset Italia 1 S.r.l. | Trade receivables | - | - |
| Betaclub S.r.l. | Revenues | 12,500 | - |
| Betaclub S.r.l. | Trade receivables | 12,500 | - |
| BE S.p.A. | Revenues | 30,000 | 30,000 |
| BE S.p.A. | Trade receivables | 30,000 | 30,000 |
| ClubTre S.p.A. | Revenues | 25,000 | 25,309 |
| ClubTre S.p.A. | Trade receivables | 25,000 | 25,309 |
| Clubitaly S.p.A. | Revenues | 15,000 | 16,934 |
| Clubitaly S.p.A. | Trade receivables | 15,000 | 16,934 |
| Clubitaly S.p.A. | Financial receiables | 322,422 | - |
| Gatti&Co. Gmbh | Revenues | - | 7,943 |
| Gatti&Co. Gmbh | Trade receivables | - | 7,943 |
| Gruppo IPG Holding S.p.A. | Revenues | 15,000 | 15,059 |
| Gruppo IPG Holding S.p.A. | Trade receivables | 15,000 | 15,059 |
| Palazzari & Turries S.r.l. | Revenues | - | - |
| Palazzari & Turries S.r.l. | Trade receivables | - | 636 |
| TIP-pre IPO S.p.A. | Revenues | 251,061 | 253,459 |
| TIP-pre IPO S.p.A. | Trade receivables | 125,530 | 253,459 |
| Services provided to companies related to the Board of Directors | Revenues | 902,774 | 108,507 |
| Services provided to companies related to the Board of Directors | Trade receivables | 9,320 | 99,687 |
| Services received by companies related to the Board of Directors | Costs (services received) | 4,535,243 | 1,570,282 |
| Services received by companies related to the Board of Directors | Trade payables | 4,260,243 | 1,375,699 |
| Services provided to the Board of Directors | Revenues (services provided) | - | 250 |
| Receivables for Services provided to the Board of Directors | Trade receivables | - | 250 |
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, September 14, 2017
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 condensed consolidated half-year financial statements at June 30, 2017.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer
Milan, September 14, 2017
| Balance at 1.1.2017 | increases | decreases | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in Euro | No. of | historic | fair value | increases write-downs | book value acquisition or | reclass. | fair value | decreases | fair value | reversal write-downs | book value | |||
| shares | cost adjustments (decreases) | P&L | fair value subscription | increase | decreases | fair value | P&L | 30.6.2017 | ||||||
| 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 | 34,226,000 | |||||||||
| Talent Garden S.p.A. | 6,250 | 500,000 | 500,000 | 500,000 | ||||||||||
| Other equity instr. & other minor | 1,041,041 | (100,000) | 941,041 | 360,000 | 1,301,041 | |||||||||
| Total non-listed companies | 31,042,067 | 4,724,974 | 0 | (100,000) | 74,657,041 | 360,000 | 0 | 0 | 0 | 0 | 0 | 0 | 75,017,041 | |
| Listed companies | ||||||||||||||
| Amplifon S.p.A. | 6,038,036 | 34,884,370 | 51,434,856 | 86,319,226 | 25,459,460 (12,800,884) | (29,178,106) | 69,799,696 | |||||||
| Digital Magics S.p.A. | 1,193,045 | 4,906,009 | (1,458,837) | 19,182 | 3,466,354 | 1,210,964 | 1,824,777 | 6,502,095 | ||||||
| Ferrari N.V. USD | 304,738 | 17,764,789 | 2,134,299 | (3,090,941) | 16,808,147 | 6,162,027 | 22,970,174 | |||||||
| Fiat Chrysler Automobiles N.V. | 746,000 | 16,625,205 | (1,548,105) | 15,077,100 | 2,219,550 | (9,497,387) | (913,683) | 6,885,580 | ||||||
| Fiat Chrysler Automobiles N.V. USD 2,076,925 | 312,958 | 17,656,453 | 17,969,411 | 1,376,639 | 19,346,050 | |||||||||
| Hugo Boss AG | 901,000 | 62,522,390 | (25,306,853) | 15,159,593 | 52,375,130 | 2,856,170 | 55,231,300 | |||||||
| M&C S.p.A. | 12,562,115 | 1,886,201 | 428,368 | (224,233) | 2,090,336 | 27,637 | (1,661,968) | (456,005) | 0 | |||||
| Moncler S.p.A. | 5,898,354 | 92,368,224 | 5,131,567 | 97,499,791 | 23,416,466 | 120,916,257 | ||||||||
| Monrif S.p.A | 12,658,232 | 11,374,782 | 220,253 | (9,205,161) | 2,389,874 | 0 | 2,389,874 | |||||||
| Servizi Italia S.p.A. | 548,432 | 2,938,289 | 265,567 | (1,241,564) | 1,962,291 | 560,496 | 2,522,787 | |||||||
| Other listed companies | 5,235,080 | (572,149) | (308,595) | (701,995) | 3,652,341 | 300,010 | 1,365,978 | (223,735) | (69,160) | (31,136) | 4,994,299 | |||
| Total listed companies | 250,505,339 | 31,041,924 | 29,435,692 | (11,372,953) | 299,610,001 | 1,510,974 | 0 | 65,269,201 (24,183,974) | (69,160) (30,578,930) | 0 | 311,558,113 | |||
| Total investments | 281,547,406 | 35,766,898 | 29,435,692 | (11,472,953) | 374,267,042 | 1,870,974 | 0 | 65,269,201 (24,183,974) | (69,160) (30,578,930) | 0 | 386,575,154 |
| 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 | (decreases) (write-downs) | at 30.6.2017 | |
| shares | cost | backs (write-downs) | results as per | loan capital | o r |
(decrease) | in accounts Purchases | as per eq. meth. | (decrease) | or restitutions revaluations | |||
| at 30.6.2017 | equity method | advance restitutions | fair value | to equity | |||||||||
| Asset Italia S.p.A. | 20,000,000 | 2,400,000 | (126,688) | 2,273,312 37,400,000 | (287,008) | 39,386,304 | |||||||
| Be Think, Solve, Execute S.p.A. | 31,582,225 | 16,596,460 | 954,434 | (404,264) | (371,156) | 16,775,474 | 652,666 | 116,358 | (467,417) | 17,077,081 | |||
| Clubitaly S.p.A. | 29,730 | 33,000,000 | (181,956) | (93,128) | 1,041,991 | 33,766,907 2,676,000 | (58,305) | 36,384,602 | |||||
| Clubtre S.p.A. (3) | 29,544 | 17,500 | 6,731,798 | 41,948,846 (9,276,498) | 63,245,806 | 102,667,452 | 20,920,552 | (14,918,585) | (34,045,113) | 74,624,306 | |||
| Gatti & Co Gmbh | 10,700 | 275,000 | (19,131) | (1,133) | 254,736 | 58,805 | 313,541 | ||||||
| Gruppo IPG Holding S.p.A. | 67,348 | 39,847,870 | 5,010,117 | (7,597,729) | 25,305,062 | (2,472,406) | (1,016,945) | 59,075,969 741,818 | 4,939,455 | (9,466,332) | 55,290,910 | ||
| Palazzari & Turries Limited | 90,000 | 225,000 | 65,349 | 95,458 | 385,807 | 84,510 | 470,317 | ||||||
| Tip-Pre Ipo S.p.A. | 342,856 | 15,857,150 | 2,517,343 | 1,985,077 | 20,359,570 | 935,274 | 246,460 | 21,541,304 | |||||
| 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 40,817,818 | 27,245,949 | (24,022,099) | (34,512,530) 0 |
245,088,365 |
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