EQUITY RESEARCH - FY23 Update April 23rd, 2024

OUTPERFORM

Current Share Price (€): 0.75

Target Price (€): 1.90

Take Off - 1Y Performance

120

100

80

60

40

20

0

24/04/23

24/07/23

24/10/23

24/01/24

Take Off Share Price

FTSE Italia Growth Index

Source: S&P Capital IQ - Note: 24/04/2023 = 100

Focus on profitability

Trading update

The bearish trend hitting Take Off share price since 2023 is still ongoing so far, resulting in -78% LTM, while in the same period the FTSE Italia Growth index lost 13%.

FY23: sales stable, profitability over expectations

Take Off group FY23 sales were €29.9m, in line with previous year, driven by Take Off at €24.6m (+3.9% YoY) while Over sales went down by 13.1% at €5.3m. Total revenues at €32.3m, +5% YoY, including €2.2m gain from settlement agreement with supplier. We recall that according to management sales have been affected by the high inflation framework which is shrinking customers disposable income and by weather conditions shifting in seasons. Trade margin decreased, slightly under 50% on sales from 55%. EBITDA slowdown at €4.9m, -32% YoY, due to higher cost of sales and personnel from unperforming stores; profitability margin at 16.5% from 24% but over previously announced management expectation (15%). Net income at €1.0m. Net cash almost stable, €6.4m from €6.9m as of December 2022, after €0.9m FY22 dividends distribution and €4.2m working capital and capex outflow.

Company data

ISIN number

IT0005467425

Bloomberg code

TKF IM

Reuters code

TKF.MI

Industry

Apparel retail

Stock market

Euronext Growth Milan

Share Price (€)

0.75

Date of Price

23/04/2024

Shares Outstanding (m)

15.6

Market Cap (€m)

11.7

Market Float (%)

39.1%

Daily Volume

53,950

Avg Daily Volume YTD

93,128

Target Price (€)

1.90

Upside (%)

154%

Recommendation

OUTPERFORM

Share price performance

1M

3M

6M

1Y

Take Off - Absolute (%)

-6%

-22%

1%

-78%

FTSE Italia Growth (%)

-1%

-3%

6%

-13%

1Y Range H/L (€)

3.40

0.69

YTD Change (€) / %

-0.22

-23%

Source: S&P Capital IQ

Analysts

Luigi Tardella - Head of Research ltardella@envent.it

Mauro Durante mdurante@envent.it

EnVent Italia SIM S.p.A.

Via degli Omenoni, 2 - 20121 Milano (Italy) Phone +39 02 22175979

This Note is issued by arrangement with MIT SIM, Issuer's Specialist

This document may not be distributed in the United States, Canada, Japan or Australia or to U.S. persons.

Current trading: stores relocation strategy

As commented in our prior note, Take Off is following with the stores repositioning strategy, resulting in 12 closedowns, of which 9 located in department stores in northern and central Italy. Accordingly with stores reduction, Q1 2024 results recently disclosed by management are lower than previous year: sales at €6.2m from €8.4m in Q1 2023 (-25% YoY), from Take Off sales at €5.3m (-21%) and Over at €0.9m (-43%). According to management, average transaction price in Q1 2024 rose close to €6 from €4.3 in the same period of 2023 for Over, while decline from €27.9 to €25.6 for Take Off, resulting in an average transaction price for Take Off group of €17.1, +28% YoY. We recall that management focus for 2024 will be preserving a healthy financial profile and profitability through cost containment measures; furthermore, management reach an agreement to sale stock of past years inventories during 2024.

Target price and OUTPERFORM rating confirmed

From our previous flash note, we have updated our mid-term estimates factoring in Q1 results, resulting in lower sales in 2024-25E, and we fine-tuned cost, working capital and capex dynamics in line with 2023 results and ongoing relocation strategy; we also add 2026 to our estimates period. Take Off stock value drop might look disproportionate considering the retail network value. Moreover, analytical and market valuation methodologies converge in potential value upside, even applying substantial discounts to larger market peers. Our valuation confirms the €1.90 target price per share, +154% on current share price, with OUTPERFORM rating.

KEY FINANCIALS AND ESTIMATES

€m

2022

2023

2024E

2025E

2026E

Sales

29.8

29.8

26.5

29.5

31.0

YoY %

13%

0%

-11%

11%

5%

EBITDA

7.3

4.9

4.1

5.3

6.2

Margin on Sales

24%

17%

16%

18%

20%

EBIT

5.0

1.5

0.8

1.9

2.6

Margin on Sales

17%

5%

3%

7%

9%

Net Income

3.5

1.0

0.5

1.2

1.7

Net (Debt) Cash

6.9

6.4

9.7

12.4

16.4

Equity

24.4

24.4

24.8

26.1

27.8

TP - IMPLIED MULTIPLES

EV/Revenues

0.7x

0.9x

0.8x

0.7x

EV/EBITDA Adj

9.7x

15.5x

8.7x

6.8x

Source: Company data 2022-23A, EnVent Research 2024-26E

The Issuer is a corporate client of EnVent Italia SIM S.p.A., thus this Note is to be intended as a marketing communication, not an independent research. See final two pages for important disclosures.

Trading price range €0.69-3.40 per share

-78% for Take Off, vs

-13% of the Italia Growth Index

Market update

Take Off - 1Y Share price performance and trading volumes

120

900,000

100

-78%

800,000

700,000

80

600,000

TKF ending

500,000

60

price €0.75

400,000

TKF beginning

40

price €3.40

300,000

20

200,000

100,000

0

0

24/04/23

24/06/23

24/08/23

24/10/23

24/12/23

24/02/24

Take Off Volumes

Take Off Share Price

FTSE Italia Growth Index

Source: EnVent Research on S&P Capital IQ - Note: 24/04/2023=100

Industry peers - 1Y Market performance

160

140

120

100

80

60

40

20

0

Apr-23

Jun-23

Aug-23

Oct-23

Dec-23

Feb-24

Take Off

Mean of industry peers

Source: EnVent Research on S&P Capital IQ - Note: 23/04/2023=100

Take Off - Liquidity analysis and velocity turnover

66%

Record trading volumes with 2023 bearish trend

18%

2022

2023

Source: EnVent Research on S&P Capital IQ - Velocity turnover=ratio of tot. traded shares on tot. ordinary shares

1

Fair correlation among industry players

Industry peers - Regression analysis and Take Off target positioning

4.5x

y = 26.181x + 0.045

Fast Retailing

4.0x

R² = 0.9014

(Uniqlo)

Inditex

EV/Revenues

3.5x

3.0x

2.5x

Ross Stores

2024E

2.0x

Burlington Stores

TJX

1.5x

H&M

Take Off TARGET

1.0x

OVS

PRICE

Gap

Take Off CURRENT

0.5x

0.0x

MARKET PRICE

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

Avg. 5Y EBIT margin

Source: EnVent Research on S&P Capital IQ, April 2024

The Italian fashion outlet

Geographically focused

Differentiated business model

Strategy

Investment case

Take Off, listed on Euronext Growth Milan since November 2021, is an Italian fashion value-for-money retailer which operates through a chain of 49 stores selling women and men apparel and 114 stores selling childrenswear. Central-Southern Italy is presently the core geolocation scope and organic growth over the medium term will be supported also by increasing territorial coverage.

The Group operates with a joint business model, being an off-price retailer of products from designer brands and a typical vertically integrated apparel retailer with an internal team in charge of development of own brands and merchandise mix through external suppliers, with in-house logistics management.

Take Off intends to pursue its store portfolio development in current market areas and unexplored geographies, especially Northern Italy regions, also through acquisition of small retail fashion networks.

40

40%

31%

30

36%

30%

20

24%

17%

20%

10

10%

21.2

26.4

29.8

29.8

0

0%

2020

2021

2022

2023

Sales (€m)

Margin on Sales %

Source: Company data

2

Drivers

Industry and company drivers

  • Fashion goods is a market driven by both need and impulse
  • Resilient demand for value and quality goods: a countercyclical and defensive market segment
  • Making the most of apparel inventory, a burden typical of manufacturers and other retailers
  • Diversified and balanced brand portfolio
  • Selling proposition to serve a wide category of customers
  • Growth without huge capex
  • Opportunistic merchandise acquisition
  • Customers' preferences analytics
  • Efficient franchising network

Challenges

  • Brand awareness and reputation buildup
  • Market competitiveness and price pressure within the industry
  • Geographic presence time to market
  • Rise of e-tailers offering branded products at discount
  • Inventory requirement

Sales breakdown,

Over 18%

Source: Company data

Take Off 82%

Historical aggregated revenues

40

35

30.1

29.8

26.4

30

26.9

10.2

22.3

5.3

25

24.2

10.3

33.2

6.1

6.5

20.0

9.6

20

9.1

6.8

15

7.9

8.8

23

23.7

24.6

10

19.8

19.9

4.6

15.1

17.3

15.5

12.1

5

8.8

0.6 4.6

0

Euro m 2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Take Off

Over

Source: Company data

3

Risk profile

Competitive forces

Force

Factors

Competitive

High rivalry among retailers

Higher

risk

Competition on price vs

rivalry

Brand concept dominant

Well informed, tech savvy, can choose

Customers

and switch between vendors

Competitive

rivalry

Consumer experience is key

Lower

Customers

Low barriers to entry

impact

New entrants

Main barriers: investment in

brand,

Higher

marketing, product differentiation

New

impact

High number of material suppliers and

entrants

Overall risk profile

outsourcing manufacturers;

rules set

MEDIUM-LOW

Suppliers

by buying brands and retailers

Suppliers

Excess inventory endemic to the

Substitutes

apparel industry

Lower risk

Substitutes

No substitute products

Source: EnVent Research

Business update

  • As of April 2024, Take Off has 163 stores, of which 49 are Take Off stores and 114 are Overkids stores. Overall, the retail network is composed of 42 own stores and 121 franchised stores.
  • During the second exercise period between November 14-25, 2022 (strike price of €5.20) no warrant has been exercised, being out of the money

Resilience in the luxury fashion industry, uncertainties for other segments

Industry outlook: uncertainty

According to consulting firm McKinsey, in 2023 the fashion industry overall faced persistent and deepening challenges: Europe saw slow growth throughout the year, while China's performance faded in the second half; even the resilient luxury segment recorded slow sales and uneven performance in the latter part of the year. The prospect of subdued economic growth, persistent inflation, and weak consumer confidence makes 2024 landscape uncertain: 2-4% growth is predicted for the year ahead globally, in line with 2023. Once again, luxury segment is expected to record higher growth (+3-5% vs 5-7% in 2023), even if companies will be challenged by the tough economic environment, as consumers hold down expenses. European market will likely expand only by 1-3%, in line with H2 2023 but lower than H1 performance (5%). Slumping consumer confidence and declining household savings are expected to

4

be the most probable causes of restrained spending. In an uncertain world, consumer discretionary spending will be addressed toward hard luxury goods from trusted brands, reflecting their potential investment value in tough economic times, also preferring emotional connections and authenticity over celebrity endorsements (source: BoF and McKinsey, The state of fashion 2024, November 2024).

Estimates revision

Based on FY23 results, Q1 2024 current trading and repositioning strategy, which include reduction of stores, we restate our projections of store openings and sales per stores, resulting with a 6% to 12% decrease in 2024-25E sales expectation. We factor in 2023 higher operating costs, fine tuning profitability expectation to moderate performance, working capital and capex dynamics. We also introduce 2026E to the forecasting period.

Change in estimates

Previous vs Revised Revenues and EBITDA estimates (€m)

40

20%

17%

16%

18%

16%

30

15%

15%

15%

20

10%

29.6

29.8

31.5

30.2

26.5

29.5

10

5%

0

0%

Euro m

2023

2024E

2025E

Previous Sales (left)

Revised Sales (left)

Previous EBITDA (right)

Revised EBITDA (right)

Source: EnVent Research

Revised

Previous

Change % (Rev vs Prev)

€m

2023

2024E

2025E

2023E

2024E

2025E

2023

2024E

2025E

Sales

29.8

26.5

29.5

29.6

30.2

31.5

1%

-12%

-6%

Revenues

32.3

27.0

30.0

29.9

30.5

31.8

8%

-12%

-6%

EBITDA

4.9

4.1

5.3

4.4

4.6

5.0

12%

-10%

6%

Margin on Sales

17%

16%

18%

15%

15%

16%

EBIT

1.5

0.8

1.9

1.4

1.7

2.0

12%

-51%

-3%

Margin on Sales

5%

3%

7%

5%

6%

6%

Net Income

1.0

0.5

1.2

0.8

1.1

1.3

21%

-58%

-2%

Net (Debt) Cash

6.4

9.7

12.4

4.2

6.9

10.5

51%

40%

19%

Source: EnVent Research

5

Financial projections

Consolidated Profit and Loss

€m

2022

2023

2024E

2025E

2026E

Sales

29.8

29.8

26.5

29.5

31.0

Other income

0.8

2.5

0.5

0.5

0.5

Revenues

30.6

32.3

27.0

30.0

31.5

YoY %

9.4%

5.3%

-16.3%

11.2%

4.9%

Cost of sales

(14.3)

(17.5)

(15.0)

(14.9)

(15.6)

Trade margin

16.4

14.8

12.0

15.1

15.9

Margin on Sales

54.8%

49.5%

45.4%

51.3%

51.4%

Personnel

(5.6)

(6.5)

(5.6)

(6.4)

(6.5)

Retail cost

(2.3)

(1.8)

(1.1)

(2.0)

(1.9)

Store margin before lease

8.4

6.4

5.4

6.8

7.6

Margin on Sales

28.3%

21.6%

20.4%

23.0%

24.5%

Services

(0.9)

(1.1)

(0.9)

(1.1)

(1.1)

Other operating costs

(0.2)

(0.4)

(0.3)

(0.4)

(0.2)

SG&A

(1.2)

(1.5)

(1.3)

(1.5)

(1.4)

EBITDA

7.3

4.9

4.1

5.3

6.2

Margin on Sales

24.4%

16.5%

15.5%

18.0%

20.0%

Retail leases

(1.8)

(2.5)

(2.6)

(2.7)

(2.8)

D&A

(0.5)

(0.9)

(0.7)

(0.7)

(0.8)

EBIT

5.0

1.5

0.8

1.9

2.6

Margin on Sales

16.8%

5.1%

3.2%

6.6%

8.5%

Interest

(0.4)

0.0

(0.2)

(0.2)

(0.2)

EBT

4.6

1.5

0.6

1.7

2.4

Margin

15.0%

4.8%

2.4%

5.8%

7.7%

Income taxes

(1.1)

(0.6)

(0.2)

(0.5)

(0.7)

Net Income (Loss)

3.5

1.0

0.5

1.2

1.7

Margin

11.4%

3.0%

1.7%

4.2%

5.5%

Source: Company data 2022-23A, EnVent Research 2024-26E

Consolidated Balance Sheet

€m

2022

2023

2024E

2025E

2026E

Inventory

13.9

12.3

11.3

12.1

12.3

Trade receivables

0.4

0.3

0.4

0.4

0.4

Trade payables

(6.2)

(2.9)

(2.9)

(3.1)

(3.1)

Trade Working Capital

8.1

9.7

8.7

9.5

9.6

Other assets (liabilities)

(0.3)

(0.1)

(0.1)

(0.1)

(0.1)

Net Working Capital

7.8

9.5

8.6

9.3

9.4

Intangible assets

0.0

0.0

0.0

0.0

0.0

Retail leases - Right of use

8.9

7.6

5.3

3.1

0.8

Property, plant and equipment

1.9

2.2

2.3

2.4

2.5

Non-current assets

10.8

9.8

7.7

5.6

3.3

Provisions

(1.0)

(1.3)

(1.1)

(1.3)

(1.3)

Net Invested Capital

17.5

18.0

15.2

13.6

11.4

Net Debt (Cash)

(6.9)

(6.4)

(9.7)

(12.4)

(16.4)

Equity

24.4

24.4

24.8

26.1

27.8

Sources

17.5

18.0

15.2

13.6

11.4

Source: Company data 2022-23A, EnVent Research 2024-26E

6

Consolidated Cash Flow

€m

2022

2023

2024E

2025E

2026E

EBIT

5.0

1.5

0.8

1.9

2.6

Current taxes

(1.1)

(0.6)

(0.2)

(0.5)

(0.7)

D&A

2.3

3.4

3.3

3.4

3.6

Provisions

0.1

0.3

(0.2)

0.2

0.0

Cash flow from P&L operations

6.2

4.6

3.7

5.0

5.5

Trade Working Capital

(2.8)

(1.6)

1.0

(0.8)

(0.1)

Other assets and liabilities

(0.5)

(0.2)

(0.0)

0.0

0.0

Capex / disposal

(1.0)

(1.2)

(0.8)

(0.8)

(0.8)

Retail leases - Right of use

(4.0)

(1.2)

(0.4)

(0.4)

(0.5)

Operating cash flow after WC and capex

(2.1)

0.4

3.5

3.0

4.2

Interest

(0.4)

0.0

(0.2)

(0.2)

(0.2)

Dividends

(2.8)

(0.9)

0.0

0.0

0.0

Change in equity

0.0

(0.1)

0.0

0.0

0.0

Net cash flow

(5.2)

(0.5)

3.3

2.8

4.0

Net (Debt) Cash - Beginning

12.1

6.9

6.4

9.7

12.4

Net (Debt) Cash - End

6.9

6.4

9.7

12.4

16.4

Change in Net (Debt) Cash

(5.2)

(0.5)

3.3

2.8

4.0

Source: Company data 2022-23A, EnVent Research 2024-26E

Ratio analysis

KPIs

2022

2023

2024E

2025E

2026E

ROE

14%

4%

2%

5%

6%

ROS (EBIT/Revenues)

16%

5%

3%

6%

8%

DSO

4

3

4

4

4

DPO

105

41

50

50

50

DOI

170

151

155

150

145

TWC/Sales

27%

33%

33%

32%

31%

NWC/Revenues

25%

30%

32%

31%

30%

Net Debt/EBITDA

cash

cash

cash

cash

cash

Net Debt/Equity

cash

cash

cash

cash

cash

Net Debt/(Net Debt+Equity)

cash

cash

cash

cash

cash

Cash flow from P&L operations/EBITDA

86%

94%

91%

94%

89%

FCF/EBITDA

-28%

9%

85%

56%

67%

Source: Company data 2022-23A, EnVent Research 2024-26E

Valuation

We have updated our Take Off valuation through the Discounted Cash Flows and market multiples methods.

Discounted Cash Flows

Updated assumptions:

  • Risk free rate: 3.3% (Italian 10-year government bonds interest rate - last 30
    days average. Source: Bloomberg, April 2024)
  • Market return: 11.9% (last 30 days average. Source: Bloomberg, April 2024)
  • Market risk premium: 8.6%

7

  • Beta: 1.2 (judgmental)
  • Cost of equity: 13.6%
  • Cost of debt: 5.0%
  • Tax rate: 24% (IRES)
  • 40% debt/(debt + equity) as target capital structure
  • WACC 9.7%, according to above data
  • Perpetual growth rate after explicit projections (G): 2.5%
  • Terminal Value assumes a 8.5% EBITDA margin

DCF Valuation

€m

2023

2024E

2025E

2026E

Perpetuity

Revenues

32.3

27.0

30.0

31.5

32.3

EBIT

1.5

0.8

1.9

2.6

2.7

Margin on Sales

5.1%

3.2%

6.6%

8.5%

8.5%

Taxes

(0.4)

(0.2)

(0.5)

(0.7)

(0.8)

NOPAT

1.1

0.6

1.4

1.9

2.0

D&A

0.9

0.7

0.7

0.8

0.8

Provisions

0.3

(0.2)

0.2

0.0

0.0

Cash flow from operations

2.2

1.1

2.3

2.7

2.8

Trade Working Capital

(1.6)

1.0

(0.8)

(0.1)

(0.2)

Other assets and liabilities

(0.2)

(0.0)

0.0

0.0

0.0

Capex

(1.2)

(0.8)

(0.8)

(0.8)

(0.8)

Retail leases - Right of use

(1.2)

(0.4)

(0.4)

(0.5)

0.0

Yearly unlevered free cash flow

(2.0)

0.8

0.3

1.3

1.7

Free Cash Flow to be discounted

0.8

0.3

1.3

1.7

WACC

9.7%

Long-term growth (G)

2.5%

Discounted Cash Flows

0.8

0.2

1.0

Sum of Discounted Cash Flows

2.0

Terminal Value

Discounted TV

18.4

Enterprise Value

20.4

Net cash as of 31/12/23

6.4

Equity Value

26.7

DCF - Implied multiples

2023

2024E

2025E

2026E

EV/Revenues

0.6x

0.8x

0.7x

0.6x

EV/EBITDA Adj

8.5x

13.5x

7.6x

6.0x

EV/EBIT

13.3x

24.0x

10.5x

7.7x

P/E

27.4x

58.5x

21.4x

15.3x

Discount of current market price vs DCF

-74%

Current market price - Implied multiples

2023

2024E

2025E

2026E

EV/Revenues

0.2x

0.2x

0.2x

0.2x

EV/EBITDA Adj

2.2x

3.5x

2.0x

1.6x

EV/EBIT

3.5x

6.3x

2.7x

2.0x

P/E

12.0x

25.6x

9.4x

6.7x

Source: EnVent Research

24.2

8

Market multiples

Company

EV/REVENUES

2023

2024E

2025E

TJX

2.2x

2.1x

2.0x

Ross Stores

2.5x

2.3x

2.2x

Burlington Stores

1.8x

1.6x

1.4x

Inditex

3.6x

3.8x

3.6x

H&M

1.5x

1.5x

1.4x

Fast Retailing (Uniqlo)

3.7x

4.0x

3.6x

Gap

0.8x

0.8x

0.8x

OVS

1.1x

1.2x

1.1x

Monnalisa

0.9x

0.7x

0.7x

Giglio.com

0.4x

0.2x

0.2x

EV/EBITDA

2023

2024E

2025E

19.5x

17.3x

15.9x

19.7x

17.4x

15.6x

24.6x

17.9x

14.6x

17.4x

14.0x

12.9x

16.6x

8.1x

7.7x

24.0x

18.4x

17.0x

26.1x

11.1x

9.0x

11.2x

7.8x

9.1x

10.7x

5.4x

4.6x

neg

8.2x

4.9x

EV/EBIT

2023

2024E

2025E

23.1x

23.7x

18.5x

23.6x

20.8x

18.7x

nm

27.9x

22.0x

21.2x

20.3x

18.5x

25.4x

17.1x

15.5x

26.5x

26.6x

23.9x

neg

22.6x

15.5x

18.9x

14.4x

13.5x

neg

neg

36.5x

neg

nm

7.9x

P/E

2023

2024E

2025E

30.0x

24.9x

23.1x

30.3x

25.1x

22.8x

nm

30.8x

23.9x

29.7x

26.8x

24.4x

33.5x

20.5x

18.4x

36.7x

na

na

neg

17.9x

14.7x

15.2x

8.5x

7.8x

neg

neg

neg

neg

nm

13.5x

Mean

1.9x

1.8x

1.7x

18.9x

12.6x

11.1x

23.1x

21.7x

19.1x

29.2x

22.1x

18.6x

Median

1.7x

1.5x

1.4x

19.5x

12.5x

11.0x

23.3x

21.7x

18.5x

30.1x

24.9x

20.6x

Take Off

0.2x

0.2x

0.2x

2.2x

3.5x

2.0x

3.5x

6.3x

2.7x

12.0x

25.6x

9.4x

Source: EnVent Research on S&P Capital IQ, 23/04/2024

We have applied to our 2024-25 estimates the corresponding median multiples from the peer group.

Multiples application

€m

Take Off (€m)

Market

EV

Net cash as

Equity value

Equity value

Multiples

of 31/12/23

per share (€)

2024E

Sales

26.5

1.5x

40.5

6.4

46.9

3.00

2025E

Sales

29.5

1.4x

42.0

6.4

48.3

3.09

Mean

41.2

47.6

3.05

2024E

EBITDA Adj

1.5

12.5x

18.9

6.4

25.3

1.62

2025E

EBITDA Adj

2.7

11.0x

29.3

6.4

35.6

2.28

Mean

24.1

30.5

1.95

2024E

EBIT

0.8

21.7x

18.4

6.4

24.8

1.59

2025E

EBIT

1.9

18.5x

36.1

6.4

42.4

2.72

Mean

27.2

33.6

2.15

2024E

Earnings

0.5

24.9x

11.4

0.73

2025E

Earnings

1.2

20.6x

25.7

1.65

Mean

18.6

1.19

Source: EnVent Research

9

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Take Off S.p.A. published this content on 23 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 09:39:03 UTC.