Quarterly Report • Nov 16, 2018
Quarterly Report
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Quarterly consolidated financial report at September 30, 2018 tamburi investment partners group
| Corporate Boards | 3 |
|---|---|
| Interim Directors' Report | 4 |
| Quarterly consolidated financial report | |
| Financial Statements ▪ Consolidated income statement ▪ Consolidated comprehensive income statement ▪ Consolidated statement of financial position ▪ Statement of changes in consolidated equity |
9 |
| Notes to the quarterly consolidated financial report at September 30, 2018 | 13 |
| Attachments ▪ Declaration of the Executive Officer for Financial Reporting ▪ Changes in investments measured at FVOCI ▪ Changes in associated companies measured under the equity method |
30 |
Page 2
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
| Myriam Amato | Chairperson |
|---|---|
| Fabio Pasquini | Statutory Auditor |
| Alessandra Tronconi | Statutory Auditor |
| Andrea Mariani | Alternate Auditor |
| Massimiliano Alberto Tonarini | 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
On the basis of the same accounting policies as 2017, TIP closes the first nine months of 2018 with a net profit of Euro 95.6 million, compared to Euro 56.3 million in the same period of 2017, with net equity of Euro 733.1 million, compared to Euro 647.5 million at December 31, 2017.
From January 1, 2018, the TIP Group was required to adopt IFRS 9 for the preparation of its financial statements.
This resulted in a change in the accounting policies and criteria used from those applied for the preparation of the financial statements at December 31, 2017, with the consequent reclassifications and adjustments of the amounts in the financial statements. The company, as permitted by IFRS 9 at the time of transition, adopted the option to not adjust the 2017 figures presented for comparative purposes.
For a correct and complete presentation of period results and to ensure their comparability with preceding periods, and as considered much more representative of and consistent with TIP's activities, the first nine months 2018 pro-forma income statement applying the same accounting standards for financial assets and liabilities in place at December 31, 2017 (IAS 39) is presented below.
The Directors' Report comments upon the pro-forma figures, while the Explanatory Notes provide disclosure upon the figures calculated as per IFRS 9.
| Consolidated income statement | IFRS 9 30/09/2018 |
Reclassification to income statement of capital gain realised |
Reclassification to income statement of adjustments to financial assets |
Reversal of convertible fair value adjustments |
PRO FORMA 30/09/2018 |
30/09/2017 |
|---|---|---|---|---|---|---|
| (in Euro) | ||||||
| Total revenues | 3,871,917 | 3,871,917 | 5,497,388 | |||
| Purchases, service and other costs | (2,296,186) | (2,296,186) | (1,556,990) | |||
| Personnel expenses | (18,034,331) | (18,034,331) | (12,002,530) | |||
| Amortisation, depreciation & write-downs | (43,987) | (43,987) | (53,755) | |||
| Operating profit/(loss) | (16,502,587) | 0 | 0 | 0 | (16,502,587) | (8,115,887) |
| Financial income | 16,571,733 | 96,707,970 | 77,788 | 113,357,491 | 40,669,783 | |
| Financial charges | (5,588,073) | (5,588,073) | (4,805,695) | |||
| Profit before adjustments to | ||||||
| investments | (5,518,927) | 96,707,970 | 0 | 77,788 | 91,266,831 | 27,748,201 |
| Share of profit/(loss) of associates | ||||||
| measured under the equity method | 11,721,416 | 11,721,416 | 28,083,424 | |||
| Adjustments to financial assets | 0 | (7,312,229) | (7,312,229) | 0 | ||
| Profit before taxes | 6,202,489 | 96,707,970 | (7,312,229) | 77,788 | 95,676,018 | 55,831,625 |
| Current and deferred taxes | 1,055,925 | (1,170,190) | (5,620) | (119,885) | 440,524 | |
| Profit of the period | 7,258,414 | 95,537,780 | (7,312,229) | 72,168 | 95,556,133 | 56,272,149 |
| Profit/(loss) of the period attributable to the shareholders of the parent |
4,741,710 | 70,757,227 | 55,930,590 | |||
| Profit/(loss) of the period attributable to the minority interest |
2,516,704 | 24,798,906 | 341,559 |
The capital gain generated by the Roche Bobois deal and the capital gains on other divestments have substantially contributed to achieving this result.
Roche Bobois S.A., previously Furn Invest S.a.s., held 38.34% through the subsidiary TXR, within the listing process, has in fact made available the IFRS accounting data necessary to apply the equity method of accounting. This has removed the objective limitation upon the exercise of significant influence which required fair value measurement of the investment. This transfer from fair value measurement to the equity method resulted in the booking of the fair value increases cumulated until the date of transfer similarly to that for the divestment of the holding. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 46 million, recognised to the OCI reserve, has been booked to the pro-forma income statement according to IAS 39, and to equity as per IFRS 9; the investment previously classified to "Investments valued at FVOIC" was reversed and was recognised to "associated companies measured under the equity method".
The present book value is Euro 20 per share, corresponding to the initial listing price. The share subsequently rose slightly.
As noted, Roche Bobois was listed on the stock market in July and its shares currently trade at approximately three times the average purchase price by TXR. During the IPO, TXR sold 3.5% of its Roche Bobois holding (which currently has a free float of 11.5%), while remaining a major shareholder with approximately 35%.
The other main divestments concerned approximately one-third of the shares held at December 31, 2017 in Moncler and FCA. The TIP Group portfolio therefore maintains a highly significant amount of its original investments, reflecting the continued confidence in the significant potential of these companies.
In the first nine months of 2018, in addition to the purchase of treasury shares, investing activity continued, in particular on Prysmian, both with regards to the capital increase subscribed pro-quota by Clubtre and TIP and also aside from it, but also on Hugo Boss and on certain acquisitions of StarTIP.
An additional investment was finalised in July in Alpitour for an amount of approximately Euro 82 million, through Asset Italia 1, with the transaction generating a direct disbursement by TIP of approximately Euro 36.3 million, undertaken jointly with other investors for a total amount of approximately Euro 220 million. Following this investment, TIP holds approximately 35.81% of the shares related to Asset Italia 1.
The transaction concerned the purchase of 36.76% (40.5% on a fully diluted basis) of Alpitour S.p.A. by Alpiholding S.r.l. Alpiholding is held 49.9% by Asset Italia 1, which already held approximately 33% of Alpitour S.p.A.
In July, Alpitour also completed the acquisition of Eden Viaggi, boosting its growth and consolidating further its holding in the tourism sector in Italy.
The first nine months of the year were also profitable in terms of financial income outside of the transactions commented upon - principally in the form of dividends and interest - of approximately Euro 16.6 million; the share of profits from associated companies, in addition, amounts to approximately Euro 11.7 million, with advisory activities reporting revenues of approximately Euro 3.9 million.
The result also reflects an adjustment of approximately Euro 7.3 million to the book value of a non-listed investment in view of persistent uncertainties upon future results.
Operating costs increased mainly due to the non-recurring costs sustained by the subsidiary TXR in relation to the Roche Bobois listing and the related disposal of shares on IPO. The executive director's fees, as usual, are linked to the company's performance and were calculated on pro-forma figures according to the accounting standards adopted until the end of 2017.
Consolidated net equity increased by over Euro 85 million, mainly due to the value increase of the investee companies measured at fair value, after a buy-back of treasury shares of Euro 12.3 million and a dividend distribution of nearly Euro 16.8 million, of which Euro 11 million distributed by TIP and Euro 5.8 million distributed by TXR to minority shareholders. In June, 4,380,183 warrants were exercised, resulting in the issue of the same number of new TIP shares and a capital increase, including share premium, of approximately Euro 20 million.
The consolidated net debt of the TIP Group - taking into account the TIP 2014-2020 bond loan was approximately Euro 92 million, improving approximately Euro 24 million on approximately Euro 116 million at December 31, 2017.
The main investees, Amplifon, FCA, Ferrari, Interpump and Moncler announced their nine months results confirming the 2018 good expectations; Alpitour, Alkemy, Azimut Benetti, BE, Beta Utensili, Chiorino, Eataly, Furla, iGuzzini and Roche Bobois are also achieving improved results.
Amplifon reported for the first nine months of 2018 consolidated revenues of Euro 962.8 million, up 7.3% on the same period of 2017 (+10.4% at like-for-like exchange rates). EBITDA in the period was Euro 150.6 million, up 9.6%. The network was expanded with 240 new DOS between stores and shop-in-shops. The Group in July announced the signing of a definitive and binding agreement for the acquisition of the GAES Group, the leading Spanish group in the sector, with a significant presence also in Portugal and in South America, for a countervalue of approximately Euro 530 million. Antitrust authorisation was recently obtained and closing is expected in the middle of December. The transaction perfectly fits with the Group's growth strategy.
FCA continued to report record results in the third quarter 2018, with net revenues for the first nine months of Euro 84.8 billion and an adjusted EBIT of approximately Euro 5.3 billion, up 2%. The announced sale of Magneti Marelli will provide further significant income in the coming months.
Ferrari again announced record results, with shipments and revenues respectively up 7% and 4% at like-for-like exchange rates compared to the first nine months of 2017. The adjusted EBIT, amounting to Euro 630 million, improved 8%.
Interpump reported for the first nine months of 2018 revenues of Euro 953.6 million, growing 16.5%. EBITDA was Euro 219.8 million, increasing 14.5% on the same period of the previous year.
The Moncler Group reported consolidated revenues for the first nine months of 2018 of Euro 873 million, growing 18% on the same period of 2017 (+23% at like-for-like exchange rates). This growth was principally concentrated in the retail channel.
Prysmian has not yet announced its results for the first nine months of 2018.
Hugo Boss continued to grow, returning revenues of Euro 2,013 million for the first nine months, up 4% at like-for-like exchange rates with the same period of 2017, and EBITDA before special items of Euro 331 million, impacted by a contracting margin in the last quarter, which is however expected to be recovered by the end of the year.
The TIP share and warrant prices, after advancing until the beginning of October 2018, then suffered from the general decline of the markets, although the TIP share remains one of the few Italian listings to remain in positive territory since the beginning of the year.
TIP workings on data collected on November 9, 2018 at 18.18 source Bloomberg
The usual five-year TIP share chart (at November 9, 2018) highlights the good performance of the TIP share, up 163.6%; the total return for TIP shareholders over the five years was 183.0% (annual average of 36.6%).
Related party transactions are reported in detail at note 22.
As known the recent trend of the international financial markets showed a general decrease of the prices of listed companies and this trend, if persisting, could partially erode the growth of the net equity of TIP.
Also after September 30, 2018 the acquisition of treasury shares, Hugo Boss and Prysmian continued and the investment in Clubtre, the vehicle that owns Prysmian shares, was further increased.
On October 15, 2018 TIPO and Fimag signed with Fagerhult AB, Swedish leader in the lighting sector, a letter of intent to acquire 100% of the shares of iGuzzini Illuminazione S.p.A.
Based on this LOI, Fagerhult has exclusivity to conduct a customary due diligence with the purpose – in case of positive outcome – of the signing of the final agreement before the end of 2018. The finalizing of the transaction is subject to the approval of the respective competent bodies and any anti-competition approvals. Upon finalizing the transaction, the sellers will receive a significant portion of the consideration in Fagerhult shares.
TIP, also in such phase of international markets difficulties, continued its activity of research of investments aimed to consolidate its growth and affirmation of 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 accelerate the business development.
Given the nature of TIP's activity it is not easy to predict the trend of the results for the last quarter of the year as it will depend – partially – on market performances.
At September 30, 2018, treasury shares in portfolio totalled 4,764,416, equal to 2.897% of the share capital. At the present date, treasury shares in portfolio total 5,245,009, equal to 3.190% of the share capital.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, November 13, 2018
| Nine months period ended |
Nine months period ended |
||
|---|---|---|---|
| (in Euro) | September 30, 2018 | September 30, 2017 | Note |
| Revenues from sales and services | 3,840,674 | 5,430,759 | 4 |
| Other revenues | 31,243 | 66,629 | |
| Total revenues | 3,871,917 | 5,497,388 | |
| Purchases, services and other costs | (2,296,186) | (1,556,990) | 5 |
| Personnel expenses | (18,034,331) | (12,002,530) | 6 |
| Amortisation, depreciation & write-downs | (43,987) | (53,755) | |
| Operating profit / (loss) | (16,502,587) | (8,115,887) | |
| Financial income | 16,571,733 | 40,669,783 | 7 |
| Financial charges | (5,588,073) | (4,805,695) | 7 |
| Profit / (loss) before adjustments to investments | (5,518,927) | 27,748,201 | |
| Share of profit / (loss) of associated companies | |||
| measured under the equity method | 11,721,416 | 28,083,424 | 8 |
| Profit before taxes | 6,202,489 | 55,831,625 | |
| Current and deferred taxes | 1,055,925 | 440,524 | |
| Profit of the period | 7,258,414 | 56,272,149 | |
| Profit / (loss) attributable to the shareholders of | |||
| the parent | 4,741,710 | 55,930,590 | |
| Profit / (loss) attributable to minority interests | 2,516,704 | 341,559 | |
| Basic earnings / (losses) per share | 0.03 | 0.37 | 18 |
| Diluted earnings / (losses) per share | 0.03 | 0.37 | 18 |
| Number of shares in circulation | 159,677,251 | 158,205,473 |
(1) The nine months 2018 income statement has been prepared in accordance with IFRS 9 and therefore does not include capital gains in the period on the sale of equity investments of Euro 96.7 million. The Directors' Report (page 4) presents the pro-forma income statement at like-for-like accounting standards related to financial assets and liabilities (IAS 39) adopted at December 31, 2017, reporting a net profit of Euro 95.6 million.
| (in Euro) | Nine months period ended September 30, 2018 |
Nine months period ended September 30, 2017 |
Note |
|---|---|---|---|
| Profit | 7,258,414 | 56,272,149 | |
| Other comprehensive income items | |||
| Income through P&L | 17 | ||
| Increase/(decrease) in non-current AFS financial assets |
0 | 100,675,502 | |
| Unrealised profit / (loss) | 0 | 100,039,366 | |
| Tax effect | 0 | 636,136 | |
| Increase/(decrease) in associated companies measured under the equity |
|||
| method | 336,087 | (6,932,518) | |
| Unrealised profit / (loss) | 334,374 | (6,361,088) | |
| Tax effect | 1,713 | (571,430) | |
| Increases/decreases in the value of current financial assets measured at FVOCI |
(73,551) | 408,150 | |
| Unrealised profit / (loss) | 187,847 | 537,040 | |
| Tax effect | (261,398) | (128,890) | |
| Income not through P&L | 17 | ||
| Increase/decrease investments measured | |||
| at FVOCI | 105,076,011 | 0 | |
| Profit/(loss) | 106,022,536 | 0 | |
| Tax effect | (946,525) | 0 | |
| Increase/(decrease) in associated companies measured under the equity |
|||
| method | (16,443,944) | 0 | |
| Profit / (loss) | (16,643,668) | 0 | |
| Tax effect | 199,724 | 0 | |
| Other components | (24,200) | 9,220 | |
| Total other comprehensive income items | 88,870,403 | 94,160,354 | |
| Total comprehensive income | 96,128,817 | 150,432,503 | |
| Comprehensive income attributable to the | |||
| shareholders of the parent Comprehensive income attributable to |
76,143,667 | 150,090,944 | |
| minority interests | 19,985,150 | 341,559 |
| (in Euro) | September 30, 2018 December 31, 2017 (1) | |||||
|---|---|---|---|---|---|---|
| Non-current assets | ||||||
| Property, plant and equipment | 98,986 | 124,017 | ||||
| Goodwill | 9,806,574 | 9,806,574 | ||||
| Other intangible assets | 125 | 2,307 | ||||
| AFS financial assets | 0 | 443,478,469 | ||||
| Investments measured at FVOCI | 410,322,637 | 0 | 9 | |||
| Associated companies measured under the equity | ||||||
| method | 392,328,632 | 297,133,792 | 10 | |||
| Financial receivables | 0 | 25,981,883 | ||||
| Financial receivables measured at amortised cost | 6,761,612 | 0 | 11 | |||
| Financial assets measured at FVTPL | 21,223,016 | 0 | 12 | |||
| Tax receivables | 426,417 | 398,082 | ||||
| Deferred tax assets | 0 | 0 | ||||
| Total non-current assets | 840,967,999 | 776,925,124 | ||||
| Current assets | ||||||
| Trade receivables | 1,478,531 | 713,657 | ||||
| Current financial receivables | 0 | 10,828,027 | ||||
| Current financial receivables measured at amort. cost | 11,119,463 | 0 | 13 | |||
| Current financial assets | 0 | 630,687 | ||||
| Derivative instruments | 9,000 | 0 | ||||
| AFS financial assets | 0 | 37,764,710 | ||||
| Current financial assets measured at FVOCI | 81,930,727 | 0 | 14 | |||
| Cash and cash equivalents | 1,175,925 | 3,283,840 | 15 | |||
| Tax receivables | 787,018 | 339,956 | ||||
| Other current assets | 254,247 | 264,919 | ||||
| Total current assets | 96,754,911 | 53,825,796 | ||||
| Total assets | 937,722,910 | 830,750,920 | ||||
| Equity | ||||||
| Share capital | 85,509,667 | 83,231,972 | 16 | |||
| Reserves | 377,325,756 | 374,654,100 | 17 | |||
| Retained earnings | 231,264,083 | 98,456,635 | 17 | |||
| Result of the parent | 4,741,710 | 71,765,289 | 18 | |||
| Total equity attributable to the shareholders of | ||||||
| the parent | 698,841,216 | 628,107,996 | ||||
| Equity attributable to minority interests | 33,537,748 | 19,383,598 | ||||
| Total Equity | 732,378,964 | 647,491,594 | ||||
| Non-current liabilities | ||||||
| Post-employment benefits | 334,462 | 307,384 | ||||
| Financial payables | 129,399,416 | 129,129,224 | 19 | |||
| Deferred tax liabilities | 532,127 | 251,142 | ||||
| Total non-current liabilities | 130,266,005 | 129,687,750 | ||||
| Current liabilities | ||||||
| Trade payables | 755,259 | 410,991 | ||||
| Current financial liabilities | 56,996,157 | 39,012,505 | 20 | |||
| Tax payables | 277,148 | 331,362 | ||||
| Other liabilities | 17,049,377 | 13,816,718 | 21 | |||
| Total current liabilities | 75,077,941 | 53,571,576 | ||||
| Total liabilities | 205,343,946 | 183,259,326 | ||||
| Total equity and liabilities | 937,722,910 | 830,750,920 |
(1) The reclassifications made to the statement of financial position at December 31, 2017 following the adoption of IFRS 9 are presented in note 2.
| Share | Share | Legal | Revaluation | FVOCI reserve FVOCI reserve | Treasury | Other | IFRS Merger | Retained | Result | Equity Net Equity | Result | Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | premium reserve | reserve without reversal | with reversal | shares | reserves | reserve surplus | earnings for the period | shareholders minorities for period | ||||||||
| reserve | AFS Financial to profit and loss to profit and loss | reserve | business | shareholders | of parent | minorities | ||||||||||
| assets | combination | of parent | ||||||||||||||
| At January 1, 2017 consolidated | 76,855,733 113,544,232 15,370,743 | 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 | 100,675,502 | 100,675,502 | 100,675,502 | |||||||||||||
| Rigiro di riserva di FV a seguito di realizzi | (5,378,757) | (1,553,761) | (6,932,518) | (6,932,518) | ||||||||||||
| Change in fair value of associated companies measure under equity method | 408,150 | 408,150 | 408,150 | |||||||||||||
| Change in fair value of current financial assets | 9,220 | 9,220 | 9,220 | |||||||||||||
| Total other comprehensive income items | 0 | 0 | 0 | 95,704,895 | 0 | 0 | 0 (1,544,541) | 0 | 0 | 0 | 0 | 94,160,354 | 0 | 0 94,160,354 | ||
| Profit/(loss) at September 30, 2017 | 55,930,590 | 55,930,590 | 341,559 56,272,149 | |||||||||||||
| Total comprehensive income | 0 | 0 | 0 | 95,704,895 | 0 | 0 | 0 (1,544,541) | 0 | 0 | 0 | 55,930,590 | 150,090,944 | 0 | 341,559 150,432,503 | ||
| Allocation profit 2016 | 404 | 41,385,076 (41,385,480) | 0 34,146,981 (34,146,981) | 0 | ||||||||||||
| Other changes of associated companies measure under equity method | (7,679,562) | (7,679,562) | (7,679,562) | |||||||||||||
| Dividends distribution | (10,100,909) | (10,100,909) (343,000) | (10,443,909) | |||||||||||||
| Warrant exercise | 6,376,239 44,511,049 | 50,887,288 | 50,887,288 | |||||||||||||
| Acquisition of treasury shares | (3,016,297) | (3,016,297) | (3,016,297) | |||||||||||||
| Sale of treasury shares | 23,659 | 729,116 (340,725) | 412,050 | 412,050 | ||||||||||||
| At June 30, 2017 consolidated | 83,231,972 158,078,940 15,371,147 | 191,883,321 | (7,141,035) | 588,283 (483,655) 5,060,152 98,363,034 | 55,930,590 | 600,882,749 16,444,469 | 341,559 617,668,777 |
| Share | Share | Legal | Revaluation | FVOCI reserve | OCI reserve | Treasury | Other | IFRS Merger | Retained | Result | Equity Net Equity | Result | Equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | premium reserve | reserve without reversal | with reversal | shares | reserves | reserve surplus | earnings for the period | shareholders minorities for period | ||||||||
| reserve | AFS Financial to profit and loss to profit and loss | reserve | business | shareholders | of parent | minorities | ||||||||||
| assets | combination | of parent | ||||||||||||||
| At January 1, 2018 consolidated | 83,231,972 158,078,940 15,371,147 | 208,829,278 | (11,991,347) (210,415) (483,655) 5,060,152 98,456,635 | 71,765,289 | 628,107,996 19,061,939 | 321,659 647,491,594 | ||||||||||
| Adjustments for IFRS 9 adoption | (208,829,278) | 208,308,181 | 521,097 | 17,800 | 17,800 | 17,800 | ||||||||||
| Equity adjusted after IFRS 9 adoption | 83,231,972 158,078,940 15,371,147 | 0 | 208,308,181 | 521,097 (11,991,347) (210,415) (483,655) 5,060,152 98,474,435 | 71,765,289 | 628,125,796 19,061,939 | 321,659 647,509,394 | |||||||||
| Change in fair value of investments | ||||||||||||||||
| measured at FVOCI | 87,607,565 | 87,607,565 17,468,446 | 105,076,011 | |||||||||||||
| Change in associated companies measured under the equity method | (16,443,944) | 336,087 | (16,107,857) | (16,107,857) | ||||||||||||
| Change in fair value of current financial assets measured at FVOCI | (73,551) | (73,551) | (73,551) | |||||||||||||
| Employee benefits | (24,200) | (24,200) | (24,200) | |||||||||||||
| Total other comprehensive income items | 0 | 0 | 0 | 0 | 71,163,621 | 262,536 | 0 (24,200) | 0 | 0 | 0 | 0 | 71,401,957 17,468,446 | 0 88,870,403 | |||
| Profit/(loss) at September 30, 2018 | 4,741,710 | 4,741,710 | 2,516,704 7,258,414 | |||||||||||||
| Total comprehensive income | 0 | 0 | 0 | 0 | 71,163,621 | 262,536 | 0 (24,200) | 0 | 0 | 0 | 4,741,710 | 76,143,667 17,468,446 2,516,704 96,128,817 | ||||
| Reversal of Fv reserve due to capital gain realised | (73,255,578) | 73,255,578 | 0 | 0 | ||||||||||||
| Change in reserves of associated companies measure under equity method | (2,153,285) | (2,153,285) | (2,153,285) | |||||||||||||
| Dividends distribution | (10,955,972) | (10,955,972) (5,831,000) | (16,786,972) | |||||||||||||
| Warrant exercise | 2,277,695 17,652,137 | 19,929,832 | 19,929,832 | |||||||||||||
| Allocation profit 2017 | 1,275,247 | 70,490,042 (71,765,289) | 0 | 321,659 (321,659) | 0 | |||||||||||
| Acquisition of treasury shares | (12,277,712) | (12,277,712) | (12,277,712) | |||||||||||||
| Sale of treasury shares | (14,574) | 67,801 (24,337) | 28,890 | 28,890 | ||||||||||||
| At September 30, 2018 consolidated | 85,509,667 175,716,503 16,646,394 | 0 | 206,216,224 | 783,633 (24,201,258) (2,412,237) (483,655) 5,060,152 231,264,083 | 4,741,710 | 698,841,216 31,021,044 2,516,704 732,378,964 |
The TIP Group is an independent investment/merchant bank mainly focused on Italian mediumsized 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.
This quarterly consolidated financial report at September 30, 2018 was approved by the Board of Directors on November 13, 2018.
The report was prepared on a going concern basis.
The quarterly consolidated financial report comprises the income statement, the comprehensive income statement, 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 quarterly consolidated financial report at September 30, 2018, pursuant to Article 82 of the Issuers' Regulation was prepared in condensed format, as permitted, and therefore do not contain all the disclosures required for annual financial statements.
The accounting policies and methods utilised for the preparation of this quarterly consolidated financial report at September 30, 2018 have changed from those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2017, mainly due to application from January 1, 2018 of IFRS 9, as outlined in detail in the paragraph "new accounting standards".
The consolidated income statement and comprehensive income statement for the period to September 30, 2017 and the consolidated balance sheet at December 31, 2017 were utilised for comparative purposes. The individual statement of financial position notes presented for comparative purposes the reclassified figures at January 1, 2018, as presented below, following the adoption of IFRS 9.
The quarterly consolidated financial report at September 30, 2018 was not audited.
The application of the amendments to the existing accounting standards reported above do not have a significant impact on the Group consolidated financial statements, with the exception of those concerning IFRS 9 as illustrated below.
As illustrated previously, the TIP Group was required to adopt IFRS 9 for the preparation of the financial statements for periods which commence from January 1, 2018 and thereafter. This resulted in a change in the accounting policies and criteria used from those applied for the preparation of the financial statements at December 31, 2017, with the consequent reclassifications and adjustments of the amounts in the financial statements.
In accordance with the transitory provisions of IFRS 9, the company has adopted the option not to adjust the 2017 figures presented for comparative purposes and therefore the adjustments in values calculated on the opening amounts at January 1, 2018 only impact upon the net equity.
The effects from the transition to IFRS 9 on the statement of financial position and net equity both in terms of value and classification are illustrated below.
| (in Euro) | December 31, 2017 | January 1, 2018 | Changes | Note |
|---|---|---|---|---|
| IFRS 9 | ||||
| Non-current assets | ||||
| Property, plant and equipment | 124,017 | 124,017 | 0 | |
| Goodwill | 9,806,574 | 9,806,574 | 0 | |
| Other intangible assets | 2,307 | 2,307 | 0 | |
| AFS financial assets | 443,478,469 | 0 | (443,478,469) | 2.1 |
| Investments measured at FVOCI | 0 | 443,478,469 | 443,478,469 | 2.1 |
| Associated companies measured under the equity | ||||
| method | 297,133,792 | 297,133,792 | 0 | 2.2 |
| Financial receivables | 25,981,883 | 0 | (25,981,883) | 2.3 |
| Financial receivables measured at amortised cost | 0 | 6,460,702 | 6,460,702 | 2.3 |
| Financial assets measured at FVTPL | 0 | 20,117,473 | 20,117,473 | 2.3 |
| Derivative instruments | 0 | 0 | 0 | |
| Tax receivables | 398,082 | 398,082 | 0 | |
| Deferred tax assets | 0 | 0 | 0 | |
| Total non-current assets | 776,925,124 | 777,521,415 | 596,292 | |
| Current assets | ||||
| Trade receivables | 713,657 | 713,657 | 0 | 2.4 |
| Current financial receivables | 10,828,027 | 0 | (10,828,027) | 2.3 |
| Current financial receivables measured at | ||||
| amortised cost | 0 | 10,714,602 | 10,714,602 | 2.3 |
| Current financial assets | 630,687 | 0 | (630,687) | 2.3 |
| Derivative instruments | 0 | 171,240 | 171,240 | 2.3 |
| AFS financial assets | 37,764,710 | 0 | (37,764,710) | 2.5 |
| Current financial assets measured at FVOCI | 0 | 37,764,710 | 37,764,710 | 2.5 |
| Cash and cash equivalents | 3,283,840 | 3,283,840 | 0 | |
| Tax receivables | 339,956 | 339,956 | 0 | |
| Other current assets | 264,919 | 264,919 | 0 | |
| Total current assets | 53,825,796 | 53,252,924 | (572,872) | |
| Total assets | 830,750,920 | 830,774,340 | 23,420 |
| (in Euro) | December 31, 2017 | January 1, 2018 IFRS 9 |
Changes | Note |
|---|---|---|---|---|
| Equity | ||||
| Share capital | 83,231,972 | 83,231,972 | 0 | |
| Reserves | 374,654,100 | 374,654,100 | 0 | 2.6 |
| Retained earnings | 98,456,635 | 98,474,435 | 17,800 | 2.6 |
| Result of the parent | 71,765,289 | 71,765,289 | 0 | |
| Total equity attributable to the shareholders | ||||
| of the parent | 628,107,996 | 628,125,796 | 17,800 | |
| Equity attributable to minority interests | 19,383,598 | 19,383,598 | 0 | |
| Total Equity | 647,491,594 | 647,509,394 | 17,800 | |
| Non-current liabilities | ||||
| Post-employment benefits | 307,384 | 307,384 | 0 | |
| Financial payables | 129,129,224 | 129,129,224 | 0 | 2.7 |
| Deferred tax liabilities | 251,142 | 251,142 | 0 | |
| Total non-current liabilities | 129,687,750 | 129,687,750 | 0 | |
| Current liabilities | ||||
| Trade payables | 410,991 | 410,991 | 0 | |
| Current financial liabilities | 39,012,505 | 39,012,505 | 0 | 2.7 |
| (in Euro) | December 31, 2017 | January 1, 2018 IFRS 9 |
Changes | Note |
|---|---|---|---|---|
| Tax payables | 331,362 | 336,982 | 5,620 | |
| Other liabilities | 13,816,718 | 13,816,718 | 0 | |
| Total current liabilities | 53,571,576 | 53,577,196 | 5,620 | |
| Total liabilities | 183,259,326 | 183,264,946 | 5,620 | |
| Total equity and liabilities | 830,750,920 | 830,774,340 | 23,420 |
The total impact on the equity of the TIP Group at January 1, 2018 is summarised in the table below.
| Note | |
|---|---|
| 2.3 | |
| 647,509,394 | |
| 647,491,594 23,420 (5,620) |
For the investments in equity, comprising generally investments with shareholdings below 20% which are not held for trading, classified at December 31, 2017 as AFS financial assets, the company adopted the option within IFRS 9 of accounting for the changes in the fair value through Other Comprehensive Income (FVOCI), therefore with counter-entry in an equity reserve (alternative of accounting for changes in fair value through profit or loss). The FVOCI accounting of the investments in equity does not permit the recognition through profit or loss of the gains/losses realised on sale and the relative reversal from the FVOCI reserve in equity. Any impairments will also not be recorded through profit or loss. Adopting the FVOCI option only the dividends received from the investments will be recognised through profit or loss.
Following this reclassification, the value of the investments at December 31, 2017 did not change as according to IAS 39 the AFS financial assets were already measured at fair value. However, a reclassification was necessary from the equity reserve relating to the accumulated fair value changes, equal to Euro 119,049,027 net of the relative tax effect, from "financial assets held for sale revaluation reserve" to the FVOCI reserve (note 2.6).
The most significant effect of the adoption of IFRS 9 relating to this category of financial assets is, as already described, on the income statement following the non-recognition through profit or loss of the gains/losses realised on sale.
The adoption of IFRS 9 from January 1, 2018 resulted in the non-inclusion in financial income in the nine months 2018 income statement of Euro 96,707,970 relating to the non-reversal of the gains/losses in the accumulated reserve until their realisation. The fair value changes matured in the period were recorded under "Increases/decreases in investments measured at FVOCI" of other comprehensive income without reversal through profit or loss, with counter-entry to the FVOCI reserves; at the time of sale, the cumulative gain was reversed from the FVOCI reserve directly to other equity reserves.
In addition, the IFRS 9 income statement does not include an adjustment to the value of investments of Euro 7,312,229 which, as an impairment, would have been recognised to the income statement as per IAS 39. This adjustment was however classified to other fair value changes recognised to the FVOCI reserve.
The adoption of IFRS 9 did not result in direct effects on the accounting of the investments in associated companies measured under the equity method as per IAS 28. However, the application of IFRS 9 had effects on the preparation of the financial statements of associated companies utilised for the preparation of the quarterly consolidated financial report at September 30, 2018. In particular investee companies of the associated companies are reclassified from AFS financial assets to investments measured at FVOCI as illustrated in the previous paragraph.
Similar to that described in note 2.1, this reclassification did not generate any impact on the value of the associated investments at December 31, 2017 but a different classification of the accumulated fair value changes, equal to Euro 89,259,157 net of the relative tax effect, which were reclassified from the "AFS financial assets revaluation reserve" to the FVOCI reserve.
The gains/losses realised on the investments held by associated companies are no longer recognised in the income statement and therefore recognised by TIP as its share of the result in the investees measured under the equity method, but at the time of sale the cumulative gain is reversed from the FVOCI reserve directly to other equity reserves. The adoption of IFRS 9 from January 1, 2018 did not have any effects on the first nine months of 2018 as no investments held by associated companies were sold. In the comprehensive income statement, the "Increases/decreases in investments measured under the equity method" relating to the changes in the fair value of their investees are reclassified under as other comprehensive income without reversal through profit and loss.
In order to determine the recognition criterion applicable to financial assets other than investments in equity IFRS 9 requires an analysis through several steps.
Firstly, the expected contractual cash flows generated from the financial asset were subjected to a test (SPPI Test) which must prove that at the measurement date there are no other cash flows than the repayment of principal and interest potentially within the contract.
Subsequently the business model which the company adopts in relation to the financial assets was established on which the accounting criteria adopted depends.
The presence of any embedded derivatives within the principal financial asset was also verified.
Based on these analyses the company has identified the following financial asset categories as per IFRS 9.
These concern financial assets acquired by the company with the intention of maintaining them until maturity in order to receive the relative interest, and any sales are incidental events. The accounting criterion required by IFRS 9 for these financial assets is the amortised cost criterion, which does not differ from that currently applied. The current portion of these receivables is represented by interest or principal which will be received within one year.
This concerns financial assets, generally convertible loans, which generate cash flows which provide for the allocation of shares and/or include implied derivatives relating to the conversion clauses. Differing from IAS 39 applicable to the financial statements for the year ended December 31, 2017, IFRS 9 does not separate the embedded derivatives from the host instrument but provides for the allocation of these financial assets to the category FVTPL, i.e. financial assets measured at fair value through profit and loss.
Therefore, while previously as per IAS 39 in the case of accounting separation the non-derivative component of these instruments were recognised under the amortised cost method and the derivative component was separated and measured at fair value, these instruments were completely measured at fair value through profit or loss, including the changes in fair value related to market conditions of the other components of the instruments, for example interest rates.
The adjustments in value of the financial assets measured at FVTPL at January 1, 2018 amounts to Euro 23,420 before the tax effect.
The adoption of IFRS 9 from January 1, 2018 resulted in lower other financial income of Euro 93,231 in comparison to application of IAS 39.
The derivative instruments not embedded in other financial instruments are measured at fair value through profit or loss. This accounting treatment does not change from that already applied at December 31, 2017.
The specific nature of the receivables generated from the activities of TIP and the historical analysis of losses on receivables in recent years supports the conclusion that the adoption of IFRS 9 does not result in adjustments on the opening balances or significant subsequent impacts generated from impairment risks.
This consideration is also valid with reference to financial receivables held.
As illustrated in Note 2.3 the company carried out an SPPI test and established the business model for the various financial asset categories. The current financial assets valued at FVOCI are nonderivative financial assets comprising investments in bond securities which constitute temporary liquidity investments realised in accordance with the business model which provides for the receipt of the relative cash flows and the sale of the bonds on an opportunistic basis. The cash flows from these financial instruments comprise solely principal and interest.
The FVOCI measurement therefore involves the recognition in an equity reserve of the fair value changes in the securities until the date of sale recognising in the income statement interest income and any impairments. Differing from the accounting of investments in equity at the time of sale the gains/losses are recognised through profit or loss with reversal of the fair value changes through profit or loss previously recognised in the equity reserve.
As these assets already at December 31, 2017 were measured at fair value with changes recorded under equity, the reclassification required by IFRS 9 did not result in adjustments but only the corresponding reclassification of the accumulated fair value changes, amounting to Euro 521,097 net of the tax effect, from the "financial assets held for sale revaluation reserve" to the "FVOCI reserve with reversal through profit or loss".
The financial income in the first nine months of 2018 income statement did not change following the adoption of IFRS 9 for this category of financial assets.
As illustrated in the previous notes the introduction of IFRS 9 resulted in a reclassification between reserves as indicated below. The FVOCI reserve without reversal through profit or loss is reclassified to retained earnings when the accumulated fair value changes are realised, generally on divestment. Once reclassified under retained earnings the reserve becomes distributable.
| Revaluation reserve |
FVOCI reserve without reversal |
FVOCI reserve with reversal |
Retained earnings |
Net Equity shareholders |
|
|---|---|---|---|---|---|
| in Euro | AFS Financial assets |
to profit and loss | to profit and loss | of parent | |
| At December 31, 2017 consolidated | 208,829,278 | 0 | 98,456,635 | 628,107,996 | |
| Change in fair value of financial assets available-for-sale |
(119,049,027) | 119,049,027 | 0 | ||
| Other comprehensive income items of associates measured under the equity method |
(89,259,157) | 89,259,157 | 0 | ||
| Change in fair value of current financial assets | (521,097) | 521,097 | 0 | ||
| Adjustemnt in the value of financial asstes measured at FVTPL | 17,800 | 17,800 | |||
| At January 1, 2018 consolidated | 0 | 208,308,184 | 521,097 | 98,474,435 | 628,125,796 |
The analysis undertaken on the financial liabilities held concluded that the adoption of IFRS 9 has no effect on the accounting of the financial liabilities already recorded at amortised cost utilising the effective interest rate method.
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 September 30, 2018, the consolidation scope included the companies Clubdue S.r.l., StarTIP S.r.l. and TXR S.r.l.
| Registered | Number of | Number of shares | |||
|---|---|---|---|---|---|
| Company | Office | Share capital | shares | held | % held |
| Clubdue S.r.l. | Milan | 10,000 | 10,000 | 10,000 | 100% |
| StarTIP S.r.l. | Milan | 50,000 | 50,000 | 50,000 | 100% |
| TXR S.r.l. | Milan | 100,000 | 100,000 | 51,000 | 51.0% |
The details of the subsidiaries were as follows:
The consolidation of the subsidiaries is made on the basis of the respective financial statements of the subsidiaries, adjusted where necessary to ensure uniform accounting policies with the Parent Company.
All inter-company balances and transactions, including any unrealised gains deriving from transactions between Group companies are fully eliminated. Unrealised losses are eliminated except when they represent a permanent impairment in value.
The choices adopted by the Group relating to the presentation of the consolidated financial statements are illustrated below:
The company undertakes investment banking and merchant banking activities. Top management activity in the above-mentioned areas, both at marketing contact level and institutional initiatives and direct involvement in the various deals, is highly integrated. In addition, execution activity is also organised with the objective to render the "on-call" commitment of advisory or equity professional staff more flexible.
In relation to this choice it is almost impossible to provide a clear representation of the separate financial economic impact of the different areas of activity, as the breakdown of the personnel costs of top management and other employees on the basis of a series of estimates related to parameters which could be subsequently superseded by the actual operational activities would result in an extremely high distortion of the level of profitability of the segments of activity.
In this quarterly consolidated financial report at September 30, 2018, only the "revenues from sales and services" components are provided, related only to the advisory activities, excluding therefore "other revenues".
| Euro | Nine months period ended September 30, 2018 |
Nine months period ended September 30, 2017 |
|---|---|---|
| Revenues from sales and services | 3,840,674 | 5,430,759 |
| Total | 3,840,674 | 5,430,759 |
Revenues are highly dependent on the timing of success fee maturation, whose distribution varies throughout the year.
The account comprises:
| Nine months |
|---|
| period ended |
| September 30, 2017 |
| 1,084,654 |
| 268,306 |
| 204,030 |
| 1,556,990 |
Service costs mainly relate to professional and legal consultancy, general expenses and commercial expenses. Other charges principally include non-deductible VAT.
The increase in the account is essentially due to the non-recurring costs incurred by the subsidiary TXR in relation to the listing of the investee Roche Bobois and the banking commissions on the sale of listed shares, classified in the previous year as a reduction in gains realised.
These costs include "Salaries and wages" and "Director's fees" both in terms of the fixed and variable components matured in the period.
A pro-forma calculation was applied to the variable remuneration of the executive directors, as approved by the Board of Directors, on the proposal of the Remuneration Committee, according to the accounting standards in place until December 31, 2017.
| The account comprises: | ||
|---|---|---|
| Euro | Nine months | Nine months |
| period ended | period ended | |
| September 30, 2018 | September 30, 2017 | |
| 1. Investment income |
10,285,931 | 37,842,953 |
| 2. Other income |
6,285,802 | 2,826,830 |
| Total financial income | 16,571,733 | 40,669,783 |
| 3. Interest and other financial charges |
(5,588,073) | (4,805,695) |
| Total financial charges | (5,588,073) | (4,805,695) |
| Net financial income | 10,983,660 | 35,864,088 |
| Nine months | Nine months | |
|---|---|---|
| period ended | period ended | |
| Euro | September 30, 2018 | September 30, 2017 |
| Gain on disposal of investments | 0 | 32,497,493 |
| Dividends | 10,285,931 | 5,239,454 |
| Other | 0 | 106,006 |
| Total | 10,285,931 | 37,842,953 |
First nine months 2018 investment income concerns dividends received from the following investees (Euro):
| Roche Bobois S.A. | 5,757,381 |
|---|---|
| Hugo Boss AG | 2,591,700 |
| Moncler S.p.A. | 699,997 |
| Amplifon S.p.A. | 664,184 |
| Other | 572,669 |
| Total | 10,285,931 |
The first nine months 2017 figures are not comparable as in the previous year investment income included the gains realised on the disposal of the investments which according to IFRS 9 are no longer recognised to profit and loss. For an analysis of comparable results at like-for-like accounting standards, reference should be made to the Directors' Report.
These principally include interest matured on financial receivables and on securities, in addition to fair value changes to financial assets measured at FVTPL consisting of derivatives and convertible bond loans.
| Euro | Nine months | Nine months |
|---|---|---|
| period ended | period ended | |
| September 30, 2018 | September 30, 2017 | |
| Interest on bonds | 3,775,820 | 3,775,821 |
| Other | 1,812,253 | 1,029,874 |
| Total | 5,588,073 | 4,805,695 |
"Interest on bonds" refers to the 2014-2020 TIP Bond of Euro 100 million calculated in accordance with the amortised cost method applying the effective interest rate.
The "Other" account includes bank interest on loans and other financial charges.
The account concerns for Euro 10,627,117 the share of the result of the investee IPG Holding S.p.A.
For further details, reference should be made to note 10 "Investments in associated companies measured under the equity method" and attachment 2.
The account refers to minority investments in listed and non-listed companies. Euro September 30, 2018 January 1, 2018 IFRS
| 9 | ||
|---|---|---|
| Investments in listed companies | 374,861,381 | 362,556,393 |
| Investments in non-listed companies | 35,461,256 | 80,922,076 |
| Total | 410,322,637 | 443,478,469 |
The changes in the investments measured at FVOCI are shown in Attachment 1.
The investment in Digital Magics S.p.A., of which the TIP Group holds 22.75% through StarTIP, 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 Digital Magics 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 valued at FVOCI.
At the end of the first nine months of 2018, as part of the listing completed in July 2018, Roche Bobois S.A., previously Furn Invest S.a.s., held 38.34% through TXR, made available the IFRS accounting data necessary to apply the equity method of accounting. This has removed the objective limitation upon the exercise of significant influence which required fair value measurement of the investment. This transfer from fair value measurement to the equity method resulted in the booking of the fair value increases cumulated until the date of transfer similarly to as would have occurred on divestment of the holding. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 46 million, recognised to the FV reserve, was reversed to other equity reserves as per IFRS 9; the investment previously classified to "Investments valued at FVOIC" was reversed and the investment in associated companies of a value of Euro 75,715,541, corresponding to the fair value on reclassification, was recognised in replacement. Subsequently, the book value of the investment was reduced to Euro 68,802,900 following the sales made on IPO. These sales were executed at a price equal to the book value per share, without therefore any capital gain or loss.
The other investments in associated companies concern:
ordinary shares. TIP's share of the shares tracking the investment in Ampliter is equal to 20%. The investment in Alpitour is measured in Asset Italia using the equity method while the investment in Ampliter is measured at fair value;
For the changes in the investments in associated companies, reference should be made to attachment 2.
| Euro | September 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Financial receivables measured at amortised cost | 6,761,612 | 6,460,702 |
| Total | 6,761,612 | 6,460,702 |
(11) Financial receivables measured at amortised cost
Financial receivables calculated at amortised cost principally concern the loans issued to Tefindue S.p.A., which 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.
| Euro | September 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Financial assets measured at FVTPL | 21,223,016 | 20,117,473 |
| Total | 21,223,016 | 20,117,473 |
Financial assets measured at FVTPL concern:
| Euro | September 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Current financial receivables measured at amortised cost | 11,119,463 | 10,714,602 |
| Total | 11,119,463 | 10,714,602 |
These include Euro 10,691,146 relating to the vendor loan, at an annual interest rate of 9%, granted to Dedalus Holding S.p.A. in relation to the sale of the investment in Noemalife S.p.A. and with December 2018 maturity.
These concern non-derivative financial assets comprising investments in bonds for the temporary utilisation of liquidity.
The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.
| Euro | September 30, 2018 | January 1, 2018 IFRS 9 |
|---|---|---|
| Bank deposits | 1,168,283 | 3,279,543 |
| Cash in hand and similar | 7,642 | 4,297 |
| Total | 1,175,925 | 3,283,840 |
The composition of the net financial position at September 30, 2018 compared with the end of the previous year is illustrated in the table below.
| Euro | September 30, 2018 | January 1, 2018 IFRS 9 | |
|---|---|---|---|
| A | Cash and cash equivalents | 1,175,925 | 3,283,840 |
| B | Current financial assets measured at FVOCI and | ||
| derivative instruments | 81,939,727 | 37,935,950 | |
| C | Current financial receivables | 11,119,463 | 10,714,602 |
| D | Liquidity (A+B+C) | 94,235,115 | 51,934,392 |
| E | Financial payables | (129,399,416) | (129,129,224) |
| F | Current financial liabilities | (56,996,157) | (39,012,505) |
| G | Net financial position (D+E+F) | (92,160,458) | (116,207,337) |
Financial payables mainly refer to the TIP 2014-2020 bond and bank loans.
Current financial liabilities refer to bank payables and interest related to the bond loan matured and still not paid.
The share capital of TIP S.p.A. is composed of:
| Shares | number |
|---|---|
| Ordinary shares | 164,441,667 |
| Total | 164,441,667 |
On June 30, 2018, the third exercise period of the TIP S.p.A. 2015 - 2020 Warrants concluded, with the exercise of 4,380,183 warrants and a relative share capital increase of Euro 2,277,695.16 with the issue of 4,380,183 new ordinary TIP S.p.A. shares at a price of Euro 4.55 each, for a total value of Euro 19,929,832.65.
The share capital of TIP S.p.A. amounts therefore to Euro 85,509,666.84, represented by 164,441,667 ordinary shares.
At September 30, 2018, treasury shares in portfolio totalled 4,764,416, equal to 2.897%. The shares in circulation at September 30, 2018 therefore numbered 159,677,251.
| No. treasury shares at | No. of shares acquired | No. of shares sold in | No. treasury shares at |
|---|---|---|---|
| January 1, 2018 | in 2018 | 2018 | September 30, 2018 |
| 2,717,689 | 2,061,727 | 15,000 | 4,764,416 |
Share premium reserve
The account amounts to Euro 175,716,503 and increased Euro 17,652,137 following the exercise of the warrants.
This amounts to Euro 16,646,394, increasing Euro 1,275,247 following the Shareholders' Meeting motion of April 20, 2018 with regard to the allocation of the 2017 net profit.
The positive reserve amounts to Euro 206,216,224. This concerns the fair value changes to investments in equity, net of the relative deferred tax effect. The gains realised on partial divestments of holdings which in application of IFRS 9 were not reversed to profit or loss were reclassified from the reserve to retained earnings.
For a breakdown of the fair value changes of investments in equity, reference should be made to attachment 1 and to note 9, in addition to attachment 2 and note 10.
For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.
The positive reserve amounts to Euro 783,633. These principally concern the fair value changes of securities acquired as temporary uses of liquidity. The relative fair value was reversed to the income statement on the sale of the underlying security.
The negative reserve amounts to Euro 24,201,258. This is a non-distributable reserve.
They are negative for Euro 2,412,237 and for Euro 5,357,688 comprise the stock option plan
reserve created following the allocation of options to employees and directors offset by the negative changes in the investments reserve measured under the equity method.
The merger surplus amounts to Euro 5,060,152 and derives from the incorporation of SecontipS.p.A. into TIP S.p.A. on January 1, 2011.
Retained earnings amount to Euro 231,264,083 and increased on December 31, 2017 following the allocation of the 2017 net profit and the reclassification from the fair value OCI reserve without reversal to profit or loss of the gains realised on partial divestments of holdings not recognised to profit or loss.
The reserve was negative and amounts to Euro 483,655, unchanged compared to December 31, 2017.
The basic earnings per share in the first nine months of 2018 – net profit divided by the number of shares in circulation in the period taking into account treasury shares held – was Euro 0.03.
The diluted earnings per share in the first nine months of 2018 was Euro 0.03. This represents the net profit for the period divided by the number of ordinary shares in circulation at September 30, 2018, calculated taking into account the treasury shares held and considering any dilution effects generated from the shares servicing the stock option plan relating to the remaining warrants in circulation.
Financial payables of Euro 129,399,416 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 26, 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 56,996,157 and principally comprise bank payables of the parent company of Euro 54,845,960 and interest on bonds for Euro 2,150,197.
The account mainly refers to emoluments for directors and employees.
The table reports the related party transactions during the year outlined according to the amounts, type and counterparties.
| Party | Type | Payment / | Payment / |
|---|---|---|---|
| balance at | balance at | ||
| September 30, | September 30, | ||
| 2018 | 2017 | ||
| Asset Italia S.p.A. | Revenues | 750,268 | 751,533 |
| Asset Italia S.p.A. | Trade receivables | 250,101 | 250,010 |
| Asset Italia 1 S.r.l. | Revenues | 820,000 | 1,200,000 |
| Betaclub S.r.l. | Revenues | 18,843 | 18,750 |
| Betaclub S.r.l. | Trade receivables | 18,750 | 18,750 |
| BE S.p.A. | Revenues | 45,000 | 45,000 |
| BE S.p.A. | Trade receivables | 15,000 | 30,000 |
| ClubTre S.p.A. | Revenues | 37,500 | 37,500 |
| ClubTre S.p.A. | Trade receivables | 37,500 | 37,500 |
| Clubitaly S.p.A. | Revenues | 22,500 | 22,500 |
| Clubitaly S.p.A. | Trade receivables | 22,500 | 22,500 |
| Clubitaly S.p.A. | Financial receivables | 428,317 | 323,374 |
| Gruppo IPG Holding S.p.A. | Revenues | 22,500 | 22,500 |
| Gruppo IPG Holding S.p.A. | Trade receivables | 22,500 | 22,500 |
| TIP-pre IPO S.p.A. | Revenues | 375,629 | 376,087 |
| TIP-pre IPO S.p.A. | Trade receivables | 125,008 | 250,556 |
| Services provided to companies related to the Board of Directors | Revenues | 740 | 971,470 |
| Party | Type | Payment / | Payment / |
|---|---|---|---|
| balance at | balance at | ||
| September 30, | September 30, | ||
| 2018 | 2017 | ||
| Services provided to companies related to the Board of Directors | Trade receivables | 740 | 9,570 |
| Services received by companies related to the Board of Directors | Costs (services received) | 7,779,210 | 5,053,090 |
| Services received by companies related to the Board of Directors | Trade payables | 7,366,710 | 4,586,090 |
The services provided for all the above listed parties were undertaken at contractual terms and conditions in line with the market.
For the Board of Directors The Chairman Giovanni Tamburi
Milan, November 13, 2018
of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended September 30, 2018.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer
Milan, November 13, 2018
| Balance at 1.1.2018 | increases | decreases | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in Euro | No. of | historic | fair value | increases | write-downs | book value acquisition or | reclass. | fair value | decreases | fair value | reversal of FV | book value | ||||||
| shares | cost | adjustments | (decreases) | P&L | fair value | subscription | increase | decreases for capital gain realised | 30.9.2018 | |||||||||
| Non-listed companies | ||||||||||||||||||
| Azimut Benetti S.p.A. | 737,725 | 38,990,000 | 0 | 38,990,000 | (7,312,229) | 31,677,771 | ||||||||||||
| Roche Bobois S.A. | 0 | 29,689,345 | 9,943,310 | 39,632,655 | 36,082,885 | (29,689,345) | (46,026,195) | 0 | ||||||||||
| Other equity instr. & other minor | 1,441,041 | 858,380 | 2,299,421 | 62,500 | 1,421,564 | 3,783,485 | ||||||||||||
| Total non-listed companies | 70,120,386 | 9,943,310 | 858,380 | 0 | 80,922,076 | 62,500 | 0 | 37,504,449 | (29,689,345) | (7,312,229) | (46,026,195) | 35,461,256 | ||||||
| Listed companies | ||||||||||||||||||
| Alkemy S.p.A. | 425,000 | 284,672 | 4,993,828 | 5,278,500 | (391,000) | 4,887,500 | ||||||||||||
| Amplifon S.p.A. | 6,038,036 | 34,884,370 | 55,444,896 | (12,800,884) | 77,528,382 | 38,039,627 | 115,568,009 | |||||||||||
| Digital Magics S.p.A. | 1,684,719 | 4,925,191 | 3,370,385 | 4,996,857 | 13,292,433 | (1,836,344) | 11,456,089 | |||||||||||
| Ferrari N.V. USD | 304,738 | 14,673,848 | 11,965,635 | 26,639,483 | 9,402,051 | 36,041,534 | ||||||||||||
| Fiat Chrysler Automobiles N.V. | 0 | 16,625,205 | 3,995,042 | (9,497,387) | 11,122,860 | 3,239,242 | (7,127,818) | (7,234,284) | 0 | |||||||||
| Fiat Chrysler Automobiles N.V. USD | 1,576,000 | 17,656,453 | 13,238,521 | 30,894,974 | 2,751,715 | (4,258,487) | (5,549,432) | 23,838,770 | ||||||||||
| Hugo Boss AG | 1,050,000 | 77,681,983 | (13,741,712) | 5,439,049 | 69,379,320 | 4,816,652 | (4,559,972) | 69,636,000 | ||||||||||
| Moncler S.p.A. | 2,150,000 | 92,368,016 | 46,873,007 | (21,923,951) | 117,317,072 | 37,121,128 | (36,775,141) | (37,898,059) | 79,765,000 | |||||||||
| Prysmian S.p.A. | 1,075,000 | 0 | 24,942,140 | (3,377,640) | 21,564,500 | |||||||||||||
| Servizi Italia S.p.A. | 548,432 | 2,938,289 | 1,977,770 | 0 | (1,241,564) | 3,674,495 | 0 | (1,458,830) | 2,215,665 | |||||||||
| Other listed companies | 15,375,538 | 852,491 | 406,006 | (9,205,161) | 7,428,874 | 5,064,131 | 0 | 0 | 0 | (2,604,691) | 0 | 9,888,314 | ||||||
| Total listed companies | 277,128,893 | 124,260,707 | (28,386,482) | (10,446,725) | 362,556,393 | 34,822,923 | 0 | 90,553,763 | (48,161,446) | (14,228,477) | (50,681,775) | 374,861,381 | ||||||
| Total investments | 347,249,279 | 134,204,017 | (27,528,102) | (10,446,725) | 443,478,469 | 34,885,423 | 0 | 128,058,212 | (77,850,791) | (21,540,706) | (96,707,970) | 410,322,637 |
| Attachment 2 - Changes in investments measured under the equity method |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Book value | |||||||||||
| in Euro | No. of | historic | write | revaluations | share of | shareholder | increase | decreases | increase | at 31.12.2017 | |
| shares | cost | backs | (write-downs) | results as per | loan capital | (decrease) | o r |
(decrease) | |||
| equity method | advance | othe reserves | restitution | fair value reserve | |||||||
| Asset Italia S.p.A. | 20.000.000 (1) | 49,900,000 | 355,949 | 298,494 | 353,332 | 50,907,775 | |||||
| Be Think, Solve, Execute S.p.A. | 31,582,225 | 16,596,460 | 1,742,159 | 110,973 | (871,681) | (371,156) | 17,206,755 | ||||
| ClubItaly S.r.l. | 31,197 | 37,436,400 | (181,956) | (226,982) | 26,197,191 | 63,224,653 | |||||
| Clubtre S.p.A. | 29,544 | 17,500 | 27,433,234 | 41,948,846 | (47,871,387) | 53,684,704 | 75,212,897 | ||||
| Gruppo IPG Holding S.r.l. | 67,348 | 40,589,688 | 5,010,117 | (7,597,729) | 35,362,517 | (10,555,332) | (2,472,406) | (1,016,945) | 59,319,910 | ||
| Roche Bobois S.A. | 3,440,145 | 0 | 0 | ||||||||
| Tip-Pre Ipo S.p.A. | 942,854 | 21,571,436 | 6,395,181 | 2,511,327 | 30,477,944 | ||||||
| Other Associated companies | 500,000 | 46,218 | 237,640 | 783,858 | |||||||
| Total | 166,611,484 | 5,010,117 | (7,733,467) | 71,299,698 | 41,948,846 | (10,145,865) | (51,215,474) | 81,358,453 | 297,133,792 |
(1) Tracking shares not included
| Book value | decreases | Book value | |||||||
|---|---|---|---|---|---|---|---|---|---|
| in Euro | at 31.12.2017 | share of | increase (decrease) | increase (decrease) | increase | (decrementi) | (svalutazioni) | at 30.9.2018 | |
| Purchases | results as per | FVOCI reserve | FVOCI reserve | (decrease) | o restituzioni | rivalutazioni | |||
| equity method | without reversal to P/L | with reversal to P/L | other reserves | ||||||
| Asset Italia S.p.A. | 50,907,775 | 36,297,441 | (1,864,004) | 7,750,305 | 224,801 | 93,316,318 | |||
| Be Think, Solve, Execute S.p.A. | 17,206,755 | 1,064,538 | (69,559) | (182,744) | (631,643) | 17,387,347 | |||
| ClubItaly S.r.l. | 63,224,653 | (114,019) | 63,110,634 | ||||||
| Clubtre S.p.A. | 75,212,897 | 1,217,804 | (24,393,973) | (9,125) | (1,082,788) | 50,944,815 | |||
| Gruppo IPG Holding S.r.l. | 59,319,910 | 10,627,117 | 114,030 | (2,035,856) | (1,449,905) | 66,575,296 | |||
| Roche Bobois S.A. | 0 | 75,715,541 | (6,912,641) | 68,802,900 | |||||
| Tip-Pre Ipo S.p.A. | 30,477,944 | 867,199 | 74,227 | 65,315 | 31,484,685 | ||||
| Other Associated companies | 783,858 | (77,219) | 706,639 | ||||||
| Total | 297,133,792 | 112,012,982 | 11,721,416 | (16,643,668) | 334,374 | (2,153,285) | (10,076,977) | 0 | 392,328,632 |
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