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Tamburi Investment Partners

Earnings Release May 16, 2017

4242_rns_2017-05-16_eb551a1f-dc4d-4cee-9a9f-ed651d50246e.pdf

Earnings Release

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2017 first quarter consolidated interim report

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

CONTENTS

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

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated statement of financial position

Statement of changes in consolidated shareholders' equity
9
Explanatory notes to the 2017 first quarter consolidated
interim report
13
Attachments

Declaration of the Executive Officer for Financial Reporting

Changes in AFS financial assets measured at fair value

Changes in associates valued under the equity method
23

Corporate Boards

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

  • Cesare d'Amico Vice Chairman Alberto Capponi (1)(2) Independent Director* Paolo d'Amico Director Giuseppe Ferrero (1) Independent Director* Manuela Mezzetti (1)(2) Independent Director* Daniela Palestra (2) Independent Director*
  • Giovanni Tamburi Chairman and Chief Executive Officer Alessandra Gritti Vice Chairman and Chief Executive Officer Claudio Berretti Executive Director & General Manager

Board of Statutory Auditors

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

Independent Audit Firm

PricewaterhouseCoopers S.p.A.

(1) Member of the appointments and remuneration committee

(2) Member of the control and risks and related parties' committee

* In accordance with the Self-Governance Code

2017 First Quarter Interim Directors' Report of the Tamburi Investment Partners group

The Tamburi Investment Partners Group (hereafter "TIP Group") in the first quarter 2017 reports a pre-tax consolidated profit of approximately Euro 17.3 million, compared to approximately Euro 2.7 million in the first quarter 2016.

The profit in the first quarter 2017 benefitted - for approximately Euro 19.9 million - from the share of the capital gain on the sale of Prysmian S.p.A. shares by the associated company Clubtre S.p.A. ("Clubtre") in January 2017. Clubtre, held 43.28% by TIP on a fully diluted basis, sold 4 million shares in Prysmian S.p.A., corresponding to 1.85% of the share capital, for a total value of Euro 97.6 million, before commissions. This operation represented a partial realisation of the significant investment made in 2010 and Clubtre remains a significant shareholder in Prysmian with over 4% of the capital.

In the first months of 2017, taking into account the additional FCA shares received by TIP following the conversion of the FCA converting bond in December 2016, TIP partially reduced for approximately 25% - the position in FCA shares, realising a capital gain of approximately Euro 900 thousand.

Advisory revenues in the quarter amount to Euro 1.5 million compared to approximately Euro 1.2 million in the first quarter 2016, while operating costs were in line with the first quarter of 2016, with the exception of executive director costs which, as linked to the company's performance increased on the same period of the previous year, principally due to the profit reported in the first quarter 2017.

Consolidated equity exceeded Euro 499 million with further growth on Euro 437 million at December 31, 2016 – a year which reported exceptional results for TIP; the increase in equity derives, in addition to the gains already mentioned, also from the significant increase in the value of investments recognised at fair value.

Against the backdrop of strong Italian and European equity markets, the results in the first quarter already communicated by some of the investees, as well as the results for the year 2016, contributed to further rises in equity prices which, implicitly confirming the value of the investments, resulted in the increase in their fair value.

Amplifon in the first quarter 2017 reported consolidated revenues of Euro 296.1 million, up 16.3% on the same period of 2016 and further expansion of the network with 203 new DOS, including boutiques and shop-in-shops. The EBITDA was Euro 40.9 million, growth of 20.2%.

BE in the first quarter reported total revenues of approximately Euro 31.2 million, with an EBITDA of Euro 4.4 million (+5%) and an EBITDA margin of more than 14% on revenues growing compared to 13% in the same period of the previous year.

In March 2017, the investee Digital Magics completed a share capital increase for approximately Euro 5 million, with the issue of 1,232,459 shares. TIP, already the largest shareholder with a stake of approximately 18%, subscribed to its share of the capital increase for approximately Euro 900 thousand, together with a further 76,883 unopted shares for a value of Euro 310 thousand. Digital Magics in 2016 reported a loss of Euro 3.2 million.

FCA in the first quarter 2017 reported record results with net revenues of Euro 27.7 billion, up 4% on the first quarter 2016 and an adjusted EBIT of approximately Euro 1.5 billion, growth of 11%.

Ferrari not only announced its best first quarter results of ever with shipments and revenues growing respectively 6.4% and 21.5% compared to the first quarter 2016, but also results well ahead of estimates. The adjusted EBIT, amounting to Euro 177 million, improved 46%.

Interpump in the quarter reported consolidated revenues of approximately Euro 273 million, up 20% on the first quarter of 2016, with an EBITDA of approximately Euro 63 million, growth of 32%. On March 20, 2017, the company Gruppo IPG Holding S.p.A., held 33.719% by TIP (net of treasury shares), acquired - through an off-market transaction - 2,000,000 Interpump ordinary shares; following this transaction, Gruppo IPG Holding owns 25,406,799 Interpump shares, equal to 23.33% of the share capital (23.82% net of treasury shares).

In the first quarter of 2017, the Moncler Group reported consolidated revenues of Euro 276.2 million, an increase of 16% on Euro 237.3 million in the first quarter 2016. The growth in revenues was across all markets and distribution channels.

Prysmian continues to maintain its leadership position within its markets and is capable of generating very strong margins. The adjusted EBITDA in the first quarter 2017 amounted to Euro 154 million, an increase of 2.5% on the same period of 2016.

Hugo Boss in the first quarter 2017 reported revenues of Euro 651 million, an increase of 1% on the same period of 2016, and an adjusted EBITDA of Euro 97.4 million, with an increase also in the margin compared to the first quarter of 2016.

The first quarter of the year (half-year for Azimut-Benetti) was in line with expectations for Eataly, Furla, Talent Garden, Roche Bobois and for the other investments.

The investments in iGuzzini, Beta Utensili and AAA made by TIPO also report good performances.

iGuzzini in 2016 reports revenue and margin growth and strong cash generation.

Beta Utensili in 2016 report further growth by the Group, with net revenues of approximately Euro 130 million and an adjusted EBITDA of approximately Euro 26 million.

At March 31, 2017, TIP Group consolidated net debt totalled Euro 172.7 million (largely medium-term) – also taking into account the TIP 2014-2020 bond – but without considering the non-current financial assets, considered by management as liquidity available in the short-term – reducing on Euro 199.2 million at December 31, 2016.

The investment activity of TIP continued in the first quarter of 2017 with the above-mentioned subscription of the capital increase in Digital Magics and the agreement signed in March 2017 by Asset Italia 1 (special purpose vehicle set up by Asset Italia for the deal) with the shareholders of Alpitour to subscribe a capital increase of approximately Euro 120 million. The transaction has the objective to provide Alpitour with financial resources to accelerate growth, including through further acquisitions, consolidation and partnerships in Italy and abroad, in line with business plans which involve a greater leadership role in the sector, including in the international arena. Following the transaction Asset Italia will hold 32.67% of the share capital and an important governance role in the group. Alpitour enjoys a dominant leadership position in Italy thanks to its strong presence in all sectors (tour operating off line and on line, aviation, hotels, travel agencies and incoming) and in 2016 reported consolidated revenues of over Euro 1.1 million, growth in all divisions and an EBITDA of approximately Euro 36 million. TIP will hold approximately 30.91% of the tracking shares related to Asset Italia 1, with an investment of over Euro 37 million.

The exceptional results in 2016, the important transactions in the first quarter of 2017 and the strong investment portfolio, with aggregated investments including club deals of just under Euro 2 billion - calculated considering the consensus on the listed holdings - saw TIP's share price report strong growth again in 2017, above many market indices.

The TIP share price in fact grew 44% between December 31, 2016 and May 5, 2017 and the price of the TIP 2015-2020 Warrant grew 142%, compared to +12% for the FTSE MIB and +29% for the IT Star in the same period.

The usual five-year TIP share chart at May 5, 2017 highlights a very strong performance of the TIP share, improving 231.2%; the total return for TIP shareholders over the five years was 257.8% annual average of 51.6%.

Considering the nature of TIP's business activities, the above-mentioned figures for the first three months of 2017, both in relation to the income statement and balance sheet, are not necessarily indicative of the results on an annual basis. In particular, the results are significantly impacted by the realisation of capital gains deriving from the sale of investments which may arise in differing periods during the year.

TRANSACTIONS WITH RELATED PARTIES

The transactions with related parties are detailed in note (19).

SIGNIFICANT EVENTS TO MARCH 31, 2017

There were no other significant events than those described in the report.

OUTLOOK

The deals realised in the first months of 2017 demonstrate that TIP Group continues to keep an high level of dynamism, achieving good results and continuing to growth confirming itself in the role – through employing a unique business model in Italy - of entrepreneurial partner and financial backer for outstanding companies willing to grow and/or resolve governance issues and always with a view to business development.

The results achieved by the TIP Group in 2016, clearly closely related to the realisation of significant investments to be repeated will depend on market performances and opportunities which will arise in the future.

TREASURY SHARES

The treasury shares held in portfolio at March 31, 2017 amounted to 1,449,498, equal to 0.981% of the share capital. At the present date, treasury shares in portfolio total 1,439,498, equal to 0.974% of the share capital.

For the Board of Directors The Chairman Giovanni Tamburi

Milan, May 11, 2017

Consolidated income statement Tamburi Investment Partners Group

(in Euro) Three months ended
March, 31, 2017
Three months ended
March, 31, 2016
Note
Revenue from sales and services 1,521,791 1,171,927 4
Other revenues 26,614 24,804
Total revenues 1,548,405 1,196,731
Purchases, service and other costs (526,459) (439,749) 5
Personnel expenses (3,700,458) (1,235,049) 6
Amortisation, depreciation & write-downs (19,343) (43,703)
Operating profit/(loss) (2,697,855) (521,770)
Financial income 1,614,365 16,832,996 7
Financial charges (1,672,271) (13,257,342) 7
Profit before adjustments to investments (2,755,761) 3,053,884
Share of profit/(loss) of associates measured
under the equity method 20,081,575 495,260 8
Adjustments to available-for-sale financial
assets - (850,800)
Profit before taxes 17,325,814 2,698,344
Current and deferred taxes 1,203,650 (595,514)
Profit 18,529,464 2,102,830
Profit attributable to the shareholders of the
parent 18,537,975 2,180,885
Profit attributable to minority interests (8,511) (78,055)
Basic earnings per share 0.13 0.01 15
Diluted earnings per share 0.10 0.01
Number of shares in circulation 146,349,989 146,697,125
(in Euro) Three months ended
March, 31, 2017
Three months ended
March, 31, 2016
Note
Income and charges recorded directly to
equity
Income through P&L 14
Increase/(decrease) in non-current AFS
financial assets 61,201,534 (514,180)
Unrealised profit/(loss) 68,099,283 (100,768)
Tax effect (6,897,749) (413,412)
Increase/(decrease) in investees
measured under the equity method (17,552,492) (6,998,136)
Unrealised profit/(loss) (17,552,492) (6,998,136)
Tax effect - -
Increase/(decrease) AFS current
financial assets - (135,917)
Unrealised profit/(loss) - (196,696)
Tax effect - 60,779
Income/(loss) not through P&L
Employee benefits - -
Other changes 111,207 (425,621)
Total income and charges recorded
directly to equity
43,760,249 (8,073,854)
Profit 18,529,464 2,102,830
Total income and charges recorded 62,289,713 (5,971,024)
Total income and charges attributable to the
shareholders of the parent 62,298,224 (15,848,145)

Consolidated statement of comprehensive income Tamburi Investment Partners Group

shareholders of the parent 62,298,224 (15,848,145)
Total income and charges attributable to minority
interests
(8,511) 9,877,121

Consolidated statement of financial position Tamburi Investment Partners Group

(in Euro) March 31, 2017 December 31, 2016 Note
Non-current assets
Property, plant and equipment 157,898 170,589
Goodwill 9,806,574 9,806,574
Other intangible assets 2,307 4,626
Associated measured under the equity method 204,154,404 235,559,227 9
AFS financial assets 435,032,131 374,267,042 10
Financial receivables 36,079,252 33,751,593 11
Tax receivables 161,431 136,116
Deferred tax assets 3,588,419 2,143,389
Total non-current assets 688,982,416 655,839,156
Current assets
Trade receivables 1,621,252 957,977
Current financial receivables 491,290 483,136 11
Current financial assets 182,701 182,701
AFS financial assets 0 0
Cash and cash equivalents 420,478 1,286,769 12
Tax receivables 43,100 336,373
Other current assets 269,185 272,800
Total current assets 3,028,006 3,519,756
Total Assets 692,010,422 659,358,912
Equity
Share capital 76,855,733 76,855,733 13
Reserves 278,721,088 234,969,155 14
Retained earnings 108,464,347 56,977,958
Result of the parent 18,537,975 51,486,389 15
Total equity attributable to the shareholders of the
parent 482,579,143 420,289,235
Equity attributable to minority interests 16,778,958 16,787,469
Total equity 499,358,101 437,076,704
Non-current liabilities
Post-employment benefits 280,987 271,667 16
Financial payables 133,842,106 133,752,298 17
Deferred tax liabilities 10,217,555 3,078,424
Total non-current liabilities 144,340,648 137,102,389
Current liabilities
Trade payables 539,579 550,303
Current financial liabilities 39,920,859 67,380,277 18
Tax payables 3,829,025 429,039
Other liabilities 4,022,210 16,820,200
Total current liabilities 48,311,673 85,179,819
Total liabilities 192,652,321 222,282,208
Total equity & liabilities 692,010,422 659,358,912

Statement of changes in consolidated shareholder's equity

in Euro

Share Share Legal Extraordinary Revaluation Treasury Other IFRS Merger Retained Result Net Equity Net Equity Result Net Equity
capital premium reserve reserve reserve shares reserves reserve surplus earnings for the period shareholders minorities for the period
reserve AFS Financial reserve business shareholders of parent minorities
assets combination of parent
At January 1, 2016 consolidated 76,853,713 113,531,528 14,921,969 0 90,819,062 (1,843,381) (953,192) (483,655) 5,060,152 41,139,559 25,233,887 364,279,642 85,301,478 (238,635) 449,342,486
Change in fair value of financial assets
available-for-sale (10,469,356) (10,469,356) 9,955,176 (514,180)
Change in fair value of associates measured at equity (6,998,136) (425,621) (7,423,757) (7,423,757)
Change in fair value of current financial assets (135,917) (135,917) (135,917)
Employee benefits 0 0
Other changes 0 0
Total income and charges recorded directly to equity (17,603,409) (425,621) (18,029,030) 9,955,176 (8,073,854)
Profit (loss) first quarter 2016 2,180,885 2,180,885 (78,055) 2,102,830
Total statement of comprehensive income (17,603,409) 2,180,885 (15,848,145) (78,055) (5,971,024)
Transfer to equity revaluation reserve 0 0
Allocation profit 2015 25,233,887 (25,233,887) 0 (238,635) 238,635 0
Other changes 0 0
Distribution of dividends 0 0
Warrant conversion 0 0
Acquisition of treasury shares (1,661,678) (1,661,678) (1,661,678)
Sale of treasury shares 0 0
At March 31, 2016 consolidated 76,853,713 113,531,528 14,921,969 0 73,215,653 (3,505,059) (1,378,813) (483,655) 5,060,152 66,373,446 2,180,885 346,769,819 95,018,019 (78,055) 441,709,783
At January 1, 2017 consolidated 76,855,733 113,544,232 15,370,743 0 96,178,426 (4,853,854) 10,153,111 (483,655) 5,060,152 56,977,958 51,486,389 420,289,235 (17,359,512) 34,146,981 437,076,704
Change in fair value of financial assets
available-for-sale 61,201,534 61,201,534 61,201,534
Change in fair value of associates measured at equity (17,552,492) 111,207 (17,441,285) (17,441,285)
Change in fair value of current financial assets 0 0
Employee benefits 0 0
Other changes 0 0
Total income and charges recorded directly to equity 43,649,042 111,207 43,760,249 0 43,760,249
Profit (loss) first quarter 2017 18,537,975 18,537,975 (8,511) 18,529,464
Total statement of comprehensive income 43,649,042 18,537,975 62,298,224 (8,511) 62,289,713
Transfer to equity revaluation reserve 0 0
Allocation profit 2016 51,486,389 (51,486,389) 0 34,146,981 (34,146,981) 0
Other changes 0 0
Distribution of dividends 0 0
Warrant conversion 0 0
Acquisition of treasury shares (147,966) (147,966) (147,966)
Sale of treasury shares 22,802 230,423 (113,575) 139,650 139,650
At March 31, 2017 consolidated 76,855,733 113,567,034 15,370,743 0 139,827,468 (4,771,397) 10,264,318 (483,655) 5,060,152 108,464,347 18,537,975 482,579,143 16,787,469 (8,511) 499,358,101

NOTES TO THE 2017 FIRST QUARTER CONSOLIDATED INTERIM REPORT

(1) Group activities

The TIP Group is an independent investment/merchant bank focused on Italian medium-sized companies, with a particular involvement in:

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

(2) Accounting principles

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

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

This 2017 first quarter consolidated interim report was approved by the Board of Directors on May 11, 2017.

The 2017 first quarter consolidated interim report was prepared on a going concern basis and in accordance with the accounting policies adopted in the consolidated financial statements at December 31, 2016.

The report comprises the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in shareholders' equity and the explanatory notes, together with the Directors' Report. The financial statements were prepared in units of Euro, without decimal amounts.

The 2017 first quarter consolidated interim report, pursuant to Article 82 of the Issuers' Regulation was prepared in condensed format, in accordance with the standard, and therefore does not contain all the disclosures required for annual financial statements.

The consolidated income statement and statement of comprehensive income for the period to March 31, 2016 and the consolidated balance sheet at December 31, 2016 were utilised for comparative purposes.

The consolidated interim report at March 31, 2017 was not audited.

Consolidation principles and basis of consolidation

Consolidation Scope

The consolidation scope includes the parent TIP - Tamburi Investment Partners S.p.A. and the

companies over which it exercises direct or indirect control. An investor controls an entity in which an investment has been made when exposed to variable income streams or when possessing rights to such income streams based on the relationship with the entity, and at the same time has the capacity to affect such income steams through the exercise of its power. Subsidiaries are consolidated from the date control is effectively transferred to the Group, and cease to be consolidated from the date control is transferred outside the Group.

At March 31, 2017, the consolidation scope included the companies TXR S.r.l. and Clubuno S.r.l.

The details of the subsidiaries were as follows:

Company Registered office Share capital Holding
Clubuno S.r.l. Milan 10,000 100%
TXR S.r.l. Milan 100,000 51.00%

Consolidation procedures

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

(3) Presentation

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

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

(4) Segment information

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

In relation to this choice it is almost impossible to provide a clear representation of the separate financial economic impact of the different areas of activity, as the breakdown of the personnel costs of top management and other employees on the basis of a series of estimates related to parameters which could be subsequently superseded by the actual operational activities would result in an extremely high distortion of the level of profitability of the segments of activity.

In the present consolidated financial statements only details on the performance of the "revenues from sales and services" component is provided, related to the sole activity of advisory, excluding therefore the account "other revenues".

Euro Three months ended
March, 31, 2017
Three months ended
March, 31, 2016
Revenue from sales and services 1,521,791 1,171,927
Total 1,521,791 1,171,927

(5) Purchases, service and other costs

The account comprises:

Euro Three months ended Three months ended
March, 31, 2017 March, 31, 2016
1. Services 375,538 311,585
2. Rent, leasing and similar costs 88,795 89,088
3. Other charges 62,126 39,076
Total 526,459 439,749

Service costs mainly relate to professional and legal consultancy, general expenses and commercial expenses. They include Euro 13,500 of audit fees and Euro 16,063 emoluments paid to the Board of Statutory Auditors and the Supervisory Board.

Other charges principally include non-deductible VAT.

(6) Personnel expenses

These costs include "Salaries and wages" and "Director's fees" both in terms of the fixed and variable components matured in the period.

(7) Financial income/(charges)

The account comprises:

Euro Three months ended Three months ended
March, 31, 2017 March, 31, 2016
1. Investment income 944,819 15,978,212
2. Income from securities recorded in current 0 731,968
assets
Other income 669,546 122,816
Total financial income 1,614,365 16,832,996
3. Interest and other financial charges (1,672,271) (13,257,342)
Total financial charges (1,672,271) (13,257,342)
Net financial income (57,906) 3,575,654

(7).1. Investment income

Three months ended Three months ended
Euro March, 31, 2017 March, 31, 2016
Gain on Ferrari N.V. shares 0 15,960,812
Other income and gains on sale of investments 944,819 17,500
Total 944,819 15,978,212

In the first quarter 2017, the gains relate to the sale of the following investments:

913,683
31,136
944,819

The first quarter of 2016 was impacted by the effect of the recognition of the value of the Ferrari shares received following the spin-off from FCA as income in the P&L (Euro 16 million) and the related negative change in the market value of the FCA convertible loan for approximately Euro 11 million recorded under financial charges.

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

Euro Three months ended Three months ended
March, 31, 2017 March, 31, 2016
Interest on securities in current assets 0 536,497
Gain on sale of securities 0 195,471
Total 0 731,968

(7).3. Interest and other financial charges

Euro Three months ended
March, 31, 2017
Three months ended
March, 31, 2016
Unrealised losses on securities (IFRS effect on
FCA convertible loan) 0 11,243,767
Interest on bonds 1,318,319 1,682,133
Other 353,952 331,442
Total 1,672,271 13,257,342

"Interest on bonds" refers to the 2014-2020 TIP Bond of Euro 100 million calculated in accordance with the amortised cost method applying the effective interest rate.

The "Other" account includes bank interest on loans and other financial charges.

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

The account comprises:

Euro Three months ended Three months ended
March, 31, 2017 March, 31, 2016
Asset Italia S.p.A. (5,407) 0
BE S.p.A. 261,463 237,079
Clubitaly S.p.A. (28,021) (30,311)
Clubtre S.r.l. 19,680,210 (207,293)
Gatti & Co. Gmbh 58,805 0
Gruppo IPG Holding S.p.A. 0 131,000
TIP -Pre-IPO – TIPO S.p.A. 114,525 364,785
Total 20,081,575 495,260

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

Euro March 31, 2017 December 31, 2016
Investments in associates 204,154,404 235,559,227
Total 204,154,404 235,559,227

(9) Associates measured under the equity method

The investments in associates refer to:

  • for Euro 69,779,412 the company Clubtre, established for the purpose of acquiring a significant shareholding in the listed company Prysmian S.p.A. TIP holds 35% of Clubtre S.p.A. (43.28% net of treasury shares). The investment of Clubtre in Prysmian S.p.A. was measured at fair value (market value at March 31, 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 by Clubtre was subsequently used for dividend distribution and acquisition of treasury shares from shareholders generating a reduction in the carrying value of the investment;
  • for Euro 59,075,969 the investment in Gruppo IPG Holding S.p.A. (company which holds the majority shareholding in Interpump Group S.p.A., to be considered a subsidiary);
  • for Euro 33,738,886 the company Clubitaly S.p.A., with a 19.74% stake in Eataly S.r.l. TIP holds 27.5% in the share capital of the company. The investment of Clubitaly in Eataly was measured at fair value in that the absence of the necessary financial information for the application of the equity method determines the current limited exercise of significant influence;
  • for Euro 21,444,740, the investment TIP Pre IPO S.p.A. The investments held in AAA, iGuzzini and GH S.r.l were measured at fair value. The investment in Beta Utensili S.r.l was measured under the equity method;
  • for Euro 17,148,144 the associated company BE S.p.A.;
  • for Euro 2,267,905 the company Asset Italia S.p.A., investment holding which will give shareholders the opportunity to choose for each proposal their individual investments;
  • for Euro 699,348 the company Palazzari & Turries Limited, with registered office in Hong Kong and the company Gatti & Co Gmbh, with registered office in Frankfurt.

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

(10) Non-current AFS financial assets

The financial assets refer to minority investments in listed and non-listed companies.

Euro March 31, 2017 December 31, 2016
Investments in listed companies 360,015,090 299,610,001
Investments in non-listed companies 75,017,041 74,657,041
Total 435,032,131 374,267,042

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

The TIP Group, through TXR S.r.l., currently holds 38.34% of Furn Investment S.a.s., a company which holds approximately 99% of Roche Bobois Group S.p.A.

This investment, at March 31, 2017, was not classified as an associated company, although in the presence of a holding above 20% and some indicators which would be associated with significant influence, as Furn Investment S.a.s. is unable to provide periodic financial information such as to permit the TIP Group recognition in accordance with the equity method.

The unavailability of such information represents a limitation in the exercise of significant influence and consequently it was considered appropriate to qualify the investment as available for sale.

(11) Financial receivables

Euro March 31, 2017 December 31, 2016
Non-current loans 36,079,252 33,751,593
Total 36,079,252 33,751,593

Financial receivables calculated at amortised cost refer to:

  • for Euro 15,494,519 the Furla S.p.A. convertible loan;
  • for Euro 8,825,071 loans granted to Tefindue S.p.A. and the subscription of a convertible loan. Tefindue S.p.A. holds indirectly a shareholding in Octo Telematics S.p.A., international leader in the development and management of telecommunication systems and services for the automotive sector, mainly for the insurance market;
  • for Euro 9,669,083 the vendor loan, at an annual interest rate of 9%, granted to Dedalus Holding S.p.A. in relation to the sale of the investment in Noemalife S.p.A. and with December 2018 maturity;
  • for Euro 2,090,579 the shareholder loan provided to the company Gruppo IPG Holding S.p.A.

The interest matured on loans which will be received within one year are classified in the account current financial receivables.

(12) Cash and cash equivalents

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

Euro March 31, 2017 December 31, 2016
Bank deposits 414,635 1,281,871
Cash in hand and similar 5,843 4,898
Total 420,478 1,286,769

The composition of the net financial position at March 31, 2017 compared with the net financial position at December 31, 2016 is illustrated in the table below.

Euro March 31, 2017 December 31, 2016
A Cash and cash equivalents 420,478 1,286,769
B Current financial assets 182,701 182,701
C Current financial receivables 491,290 483,136
D Liquidity (A+B+C) 1,094,469 1,952,606
E Financial payables (133,842,106) (133,752,298)
F Current financial liabilities (39,920,859) (67,380,227)
G Net financial position (172,668,496) (199,179,919)

Financial payables mainly refer to the TIP 2014-2020 bond and a bank loan.

Current financial liabilities refer to bank payables and interest related to the bond loan matured and still not paid.

(13) Share capital

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

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

At March 31, 2017, treasury shares in portfolio totalled 1,449,498, equal to 0.981% of the share capital.

No. treasury shares at No. of shares acquired No. of shares sold No. treasury shares at
January 1, 2017 at March 31, 20172017 at March 31, 2017 2017 March 31, 2017
1,478,370 41,128 70,000 1,449,498

Additional information relating to equity at March 31, 2017:

(14) Reserves

Legal reserve This amounts to Euro 15,370,743.

Valuation reserve AFS financial assets

The positive reserve amounts to Euro 139,827,468. This is an unavailable reserve as referring to the change in the fair value compared to the acquisition value of the investments in portfolio.

The changes in the non-current AFS financial assets valuation reserve, which represents the total of income and charges recognised directly through equity, is illustrated in the table below:

Euro Book value at
31.12.2016
Change Book value at
31.3.2017
Non-current AFS financial assets 35,762,455 68,099,283 103,861,738
Investments measured under the equity method 65,255,929 (17,552,492) 47,703,437
Tax effect (2,554,819) (6,897,749) (9,452,568)
Total 98,463,565 43,649,042 142,112,607
of which:
Group share 96,178,426 43,649,042 139,827,468
minority interest share 2,285,139 0 2,285,139

The table illustrates the implicit gains of the investments and of the current financial assets in the period which are recognised under equity in the account "Valuation reserve AFS financial assets".

For details of changes, reference should be made to attachment 1 and to note 10 (Non-current AFS financial assets) and attachment 2 and note 9 (Associates measured under the equity method).

For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.

Treasury shares acquisition reserve

The negative reserve amounts to Euro 4,771,397. This is a non-distributable reserve.

Other reserves

They amount to Euro 10,150,743 and refer for Euro 5,609,175 to the stock option plan reserve created following the allocation of options to employees and directors which will be settled through the equity settlement method.

Merger surplus

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

Retained earnings amount to Euro 108,464,347 and increased, compared to December 31, 2016, following the allocation of the 2016 net profit. The Shareholders' Meeting of April 28, 2017 subsequently approved the allocation of Euro 404 to the legal reserve, the distribution to shareholders of a dividend per share of Euro 0.069 and the carrying forward of the residual amount.

IFRS business combination reserve

The reserve is negative and amounts to Euro 483,655, unchanged compared to December 31, 2016.

(15) Net Profit for the period

Basic earnings per share

At March 31, 2017, the basic earnings per share – net profit divided by the number of shares in circulation at March 31, 2017 (146,349,989) taking into account treasury shares at the same date – was Euro 0.13.

Diluted earnings per share

At March 31, 2017, the diluted earnings per share was Euro 0.10. This represents the net profit for the period divided by the number of ordinary shares in circulation at March 31, 2017, calculated taking into account any dilution effects generated from the shares servicing the stock option plan and from the newly issued shares relating to the remaining warrants in circulation.

(16) Post-employment benefit provisions

At March 31, 2017, the balance of the account related to the Post-Employment Benefit due to all employees of the company at the end of employment service. The liability was not updated based on actuarial calculations.

(17) Financial payables

Financial payables of Euro 133,842,106 refer to:

  • a) for Euro 99,023,362 the issue of the 2014-2020 TIP Bond approved by the Board of Directors on March 4, 2014, placed in April 2014, nominal value of Euro 100,000,000. The loan, with an initial rights date of April 14, 2014 and expiry date of April 14, 2020 was issued at par value and offers an annual coupon at the nominal gross fixed rate of 4.75%. The loan was recognised at amortised cost applying the effective interest rate which takes into account the transaction costs incurred for the issue of the loan of Euro 2,065,689; the loan provides for compliance with financial covenants on an annual basis;
  • b) for Euro 34,818,744 the portion of medium/long-term loans for a nominal value of Euro 40,000,000 with the following maturities;
  • 12.5% of the loan on December 31, 2017;
  • 12.5% on December 31, 2018;
  • 12.5% on June 30, 2019;
  • 62.5% on December 31, 2019.

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.

(18) Current financial liabilities

These amount to Euro 39,920,859 and principally comprise bank payables of the parent company of Euro 35,328,626 and interest on bonds for Euro 4,592,233.

(19) Transactions with related parties

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

Party Type Value/Balance
March 31, 2017
Value/Balance
March 31, 2016
Asset Italia S.p.A. Revenues 251,523 0
Asset Italia S.p.A. Trade receivables 251,523 0
Betaclub S.r.l. Revenues 6,250 0
Betaclub S.r.l. Trade receivables 6,250 0
Clubitaly S.p.A. Revenues 7,500 7,500
Clubitaly S.p.A. Trade receivables 7,500 7,500
Clubitaly S.p.A. Financial receivables 221,550 0
Clubtre S.p.A. Revenues 12,500 12,500
Clubtre S.p.A. Trade receivables 12,500 12,500
TIPO S.p.A. Revenues 125,531 125,000
TIPO S.p.A. Trade receivables 125,531 125,000
Services provided to companies related to the Board of Directors Revenues from services 502,739 9,070
Services provided to companies related to the Board of Directors Trade receivables 30,553 9,070
BE S.p.A. Revenues 15,000 15,000
BE S.p.A. Trade receivables 15,000 15,000
Gruppo IPG Holding S.p.A Revenues 7,500 7,500
Gruppo IPG Holding S.p.A Trade receivables 7,500 7,500
Gruppo IPG Holding S.p.A Financial receivables 2,090,579 0
Services received from companies related to the Board of Directors Costs
(services received)
1,553,538 461,698
Payables for services received from companies related to the Board of
Directors
Other payables 1,416,038 461,698

The services offered for all the above listed parties were undertaken at contractual terms and conditions in line with the market.

For the Board of Directors The Chairman Giovanni Tamburi

Milan, May 11, 2017

ATTACHMENTS

Declaration of the Executive Officer for financial reporting as per Article 81-ter of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments and supplements.

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

of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended March 31, 2017.

No significant aspect emerged concerning the above.

    1. We also declare that:
  • a) the consolidated interim report at March 31, 2017 corresponds to the underlying accounting documents and records;
  • b) the consolidated interim report at March 31, 2017 was prepared in accordance with International Financial Reporting Standards (IFRS) and the relative interpretations published by the International Accounting Standards Board (IASB) and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament and provides a true and correct representation of the results, balance sheet and financial position of Tamburi Investment Partners S.p.A.
  • c) the Directors' Report includes a reliable analysis of the significant events in the year and their impact on the consolidated financial statements, together with a description of the principal risks and uncertainties. The Directors' Report also contains a reliable analysis of the significant transactions with related parties.

The Chief Executive Officer The Executive Officer

Milan, May 11, 2017

Balance at 1.1.2017 increases decreases
in Euro No. of historic fair value increases write-downs book value acquisition or reclass. fair value decreases fair value reversal write-downs book value
shares cost adjustments (decreases) P&L fair value subscription increase decreases fair value P&L 31/03/2017
Non-listed companies
Azimut Benetti S.p.A. 737,725 38,990,000 38,990,000 38,990,000
Furn Invest S.a.S 37,857,773 29,501,026 4,720,188 34,221,214 34,221,214
Talent Garden S.p.A. 6,250 500,000 500,000 500,000
Other equity instruments and other minor 1,464,658 376,000 (894,832) 945,827 360,000 1,305,827
Total non-listed companies 69,955,684 4,720,188 876,000 (894,832) 74,657,041 360,000 0 0 0 0 0 0 75,017,041
Listed companies
Amplifon S.p.A. 9,538,036 34,884,370 51,434,856 86,319,226 0 21,460,581 0 0 0 0 107,779,807
Digital Magics S.p.A. 1,193,045 4,906,009 (1,458,837) 19,182 3,466,354 1,210,964 2,313,926 0 0 0 0 6,991,244
Ferrari N.V. USD 304,738 17,764,789 2,134,299 (3,090,941) 16,808,147 0 4,387,548 0 0 0 0 21,195,695
Fiat Chrysler Automobiles N.V. 800,000 16,625,205 (1,548,105) 15,077,100 0 3,018,016 (8,981,433) 0 (913,683) 0 8,200,000
Fiat Chrysler Automobiles N.V. USD 2,076,925 312,958 17,656,453 17,969,411 0 3,264,141 21,233,552
Hugo Boss AG 901,000 62,522,390 (25,306,853) 15,159,593 52,375,130 0 9,262,280 0 0 0 0 61,637,410
M&C S.p.A. 12,562,115 1,886,201 428,368 (224,233) 2,090,336 0 32,661 0 0 0 0 2,122,997
Moncler S.p.A. 5,898,354 5,131,776 92,368,016 97,499,791 0 23,593,417 0 121,093,208
Monrif S.p.A 12,658,232 11,374,782 220,253 0 (9,205,161) 2,389,874 0 370,886 0 0 0 2,760,760
Servizi Italia S.p.A. 548,432 2,938,289 265,566 0 (1,241,564) 1,962,290 0 341,124 0 0 0 0 2,303,414
Other listed companies 5,235,080 (572,149) (308,594) (701,995) 3,652,342 300,010 1,043,032 (223,735) (43,510) (31,136) 4,697,003
Total listed companies 158,137,115 31,042,132 121,803,709 (11,372,953) 299,610,001 1,510,974 0 69,087,612 (9,205,168) (43,510) (944,819) 0 360,015,090
Total investments 228,092,799 35,762,320 122,679,709 (12,267,785) 374,267,042 1,870,974 0 69,087,612 (9,205,168) (43,510) (944,819) 0 435,032,131

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

Attachment 2 - Changes in associates measured under the equity method
in Euro No. of historic write- revaluations share of shareholder decreases increase Balance at 1.1.2017
Book value
share of results decrementi
increases (decreases) (write-downs)
Book value
at 31.3.2017
shares cost backs (write-downs) results as per loan capital o
r
(decrease) in accounts Purchases Reclass. as per (decreases) or restitutions revaluations
equity method advance restitutions fair value equity method fair value
Asset Italia S.p.A. 2,400,000 - 126,688 2,273,312 (5,407) 2,267,905
BE S.p.A. 31,582,225 16,596,460 954,434 (404,264) (371,156) 16,775,474 261,463 111,207 17,148,144
Clubitaly S.p.A. 27,500 33,000,000 (181,956) (93,128) 1,041,991 33,766,907 (28,021) 33,738,886
Clubtre S.p.A. (1) 42,000 17,500 6,731,798 41,948,846 (9,276,498) 63,245,806 102,667,452 19,680,210 (18,523,137) (34,045,113) 69,779,412
Gatti & Co Gmbh 10,700 275,000 (19,131) (1,133) 254,736 58,805 313,541
Gruppo IPG Holding S.p.A. 67,348 39,847,870 5,010,117 (7,597,729) 25,305,062 (2,472,406) (1,016,945) 59,075,969 59,075,969
Palazzari & Turries Limited 90,000 225,000 65,349 95,458 385,807 385,807
Tip-Pre Ipo S.p.A. 342,856 16,285,667 2,517,343 (428,517) 1,985,077 20,359,570 114,525 970,645 21,444,740
Total 108,647,497 5,010,117 (7,733,467) 35,383,146 41,948,846 (12,581,685) 64,884,773 235,559,227 0 0 20,081,575 (17,441,285) (34,045,113)
0
204,154,404

Attachment 2 - Changes in associates measured under the equity method

(1) The change in the fair value refers to the change in the fair value of the investment in Prysmian S.p.A.

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