Quarterly Report • May 19, 2021
Quarterly Report
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Additional periodic disclosure at March 31, 2021 Tamburi Investment Partners Group
(TRANSLATION FROM THE ITALIAN ORIGINAL WHICH REMAINS THE DEFINITIVE VERSION)
| Corporate Boards | 3 |
|---|---|
| Interim Directors' Report | 4 |
| Quarterly consolidated financial report | |
| Financial Statements | 11 |
| ▪ Consolidated income statement |
|
| ▪ Consolidated comprehensive income statement ▪ Consolidated statement of financial position |
|
| ▪ Statement of changes in consolidated equity |
|
| Notes to the quarterly consolidated financial report at March 31, 2021 | 15 |
| Attachments | 26 |
| ▪ Declaration of the Executive Officer for Financial Reporting |
|
| ▪ Changes in investments measured at FVOCI |
Cesare d'Amico Vice Chairman Alberto Capponi (1)(2) Independent Director* Giuseppe Ferrero (1) Independent Director * Manuela Mezzetti (1)(2) Independent Director * Daniela Palestra (2) Independent Director * Paul Simon Schapira 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
TIP performed very strongly in the first quarter of the year, reporting a pro-forma profit of 78.4 million.
At March 31, 2021, TIP's consolidated equity was over 1,044 million.
The pro-forma result significantly benefitted from the income from the partial divestment of Prysmian shares.
On January 12, 2021, the subsidiary Clubtre in fact sold 10 million Prysmian shares through an Accelerated BookBuilding procedure for Euro 29.25 per share. This operation generated a capital gain, at consolidated level and gross of commissions and taxes, of approximately 99.5 million. The majority of the proceeds of the sale, 291 million, were thus used:
This operation represented a partial realisation of the significant investment made in 2010 as part of a club deal involving major family offices. After the operation, at March 31, 2021 Clubtre maintained a significant holding in Prysmian of over 3.5 million shares, for a 1.334% stake.
As in previous periods, the pro-forma income statement for the period January 1 - March 31, 2021 is presented below, calculated considering the capital gains and losses realised and the write-downs of investments in equity, as considered much more representative of the reality of TIP's operations. The Directors' Report therefore comments upon the pro-forma figures, while the Notes provide disclosure upon the figures calculated as per IFRS 9.
| Consolidated income statement | IFRS 9 31/3/2021 |
Reclassification to income statement of capital gain (loss) realised |
Reclassification to income statement of adjustments to financial assets |
PRO FORMA 31/3/2021 |
|---|---|---|---|---|
| (in Euro) | ||||
| Total revenues | 590,226 | 590,226 | ||
| Purchases, service and other costs | (2,354,997) | (2,354,997) | ||
| Personnel expenses | (34,631,472) | (34,631,472) | ||
| Other income | 0 | 0 | ||
| Amortisation | (85,877) | (85,877) | ||
| Operating profit/(loss) | (36,482,120) | 0 | 0 | (36,482,120) |
| Financial income | 9,442,763 | 99,500,000 | 108,942,763 | |
| Financial charges | (4,210,929) | 0 | (4,210,929) | |
| Profit before adjustments to investments | (31,250,286) | 99,500,000 | 0 | 68,249,714 |
| Share of profit/(loss) of associates measured under the equity method |
13,678,878 | 0 | 13,678,878 | |
| Adjustments to financial assets | (9,200) | (9,200) | ||
| Profit / (loss) before taxes | (17,571,408) | 99,500,000 | (9,200) | 81,919,392 |
| Current and deferred taxes | 7,796,885 | (11,281,269) | 0 | (3,484,384) |
| Profit / (loss) of the period | (9,774,523) | 88,218,731 | (9,200) | 78,435,008 |
| Profit/(loss) of the period attributable to the shareholders of the parent |
(9,620,894) | 58,427,266 | 48,797,172 | |
| Profit/(loss) of the period attributable to the minority interest |
(153,629) | 29,791,466 | 29,637,836 |
The IFRS 9 income statement does not include capital gains in the period on the sale of equity investments of Euro 99.5 million.
The extraordinary FCA dividend, amounting to 2.7 million for TIP, was collected in January and, subsequently to the FCA merger, 24,692 Faurecia S.A. shares were received, whose countervalue at the date of distribution was approximately 1.1 million, in addition to a further insignificant portion in cash.
The share of profit/(loss) of associated companies, mainly concerning income of approximately 13.7 million, includes - in addition to the profits of the investee companies IPGH (Interpump), ITH (SeSa) and Be - the Alpitour loss. OVS made a positive contribution, also thanks to a significant income tax impact from fiscal realignments.
Advisory activity reported revenues in the period of approximately 0.6 million, with these activities seeing continued stagnation.
Personnel costs, in addition to the impact, as always, of the remuneration of the executive directors, based on known parameters, was also impacted by the assignment in March of the last options (totalling no. 3,500,000) under the "2014-2021 TIP Incentive Plan" stock option plan approved by the Shareholders' Meeting of April 9, 2014 and partially amended on April 29, 2016.
Other financial income includes mainly interest income and gains on bonds for 1.8 million, changes in the fair value of short-term investments in listed shares for 1.2 million and exchange gains of 2.4 million. Financial charges mainly concern the interest matured on the 300 million bond for 1.9 million and decreases in the value of derivative instruments for 1.8 million.
The steps needed to render the ITACA EQUITY project operational were finalised in February, with funding of 600 million, of which around 100 million from TIP, 2 million of which have already been paid. The ITACA project, promoted by TIP with three top-level partners in this specific segment: Sergio Iasi, Angelo Catapano and Massimo Lucchini led to the creation of ITACA EQUITY HOLDING S.p.A., which will invest in the equity of companies experiencing financial difficulties considered temporary and/or needing strategic and/or organisational turnaround. This structure will allow the approximately 40 participating family offices to analyse on a case-by-case basis the investment projects and invest in each one - according to the company formula already tested with Asset Italia.
In February, TIP also launched a cash offer to purchase 100% of TIPO's shares, of which TIP already held 29.29%. The offer also sought to purchase the shares held by the participants to the club deal in the Beta Utensili S.p.A. (in addition to those held by the majority shareholder of Beta Utensili S.p.A.).
In March StarTIP acquired 20% of DV Holding S.p.A., parent company of the DoveVivo group, the European co-living leader, along with 8% of the company Alimentiamoci.
Ferrari shares were again purchased, while treasury shares purchases, for approximately 5.7 million, and investments of liquidity in listed bonds and shares also continued.
The TIP Group consolidated net debt totalled approximately 89 million at March 31, 2021 – also taking into account the bond – but without considering the non-current financial assets, viewed by management as liquidity available in the short-term, compared to approximately 336 million at December 31, 2020, essentially due to the Clubtre proceeds from the Prysmian shares.
The first quarter results already announced by the main listed subsidiaries, Amplifon, Be, Elica, Stellantis, Interpump, Moncler, Prysmian and Sesa indicate strong growth, at times improving even on 2019, a record year for all, again confirming the quality of these companies, as well as the solid strategic, operational and financial foundations upon which they exit the emergency period. OVS's figures were good, thanks to cost containment efforts - although more than anything the new initiatives undertaken which have provided the Group with significant momentum. The signals of a recovery in the real economy in the quarter also benefitted listed shares prices.
Both direct and indirect other investments reported strong first quarter 2021 results, continuing the recovery emerging in the latter months of 2020. Alpitour and Eataly again reported very negative results in the first quarter of 2021, as further significantly affected by the stoppage of tourism and the limitations placed on restaurant business across the globe.
Amplifon reported for the first three months of 2021 excellent revenues, profitability and cash flow on both 2020 and 2019, confirming its capacity to emerge from the pandemic emergency stronger than ever. Consolidated revenues totalled 440.9 million, increasing at likefor-like exchange rates 22.9% on the same period of 2020 and 14.1% on the first quarter of 2019. EBITDA was 96.6 million, growth of 48.9% on the same period of 2020 and 22.3% on the first quarter of 2019. The financial debt and free cash flow improved on December 2020.
BE continued to grow in the first quarter, reporting value of production increase of 24.8% to 51.8 million and EBITDA growth of 46.0% to 9.2 million.
Elica reported strong results for the first quarter of 2021, even if stemming partly from the extraordinary measures introduced by governments to support certain products, with revenues of 137 million, growing on the same period of 2020 of 27.3% at like-for-like exchange rates. Adjusted EBITDA was 14.4 million, increasing 31.4%.
Interpump in the first three months of 2021 reported revenues of 375.6 million, growing of 9.2% on the same period of 2020, with EBITDA of 91.5 million, +23% on the first three months of 2020. The extremely positive results once again demonstrate the company's excellent fundamentals and its solid structure.
Moncler reported for the first three months of 2021 consolidated revenues of 365.5 million, up 21% at like-for-like exchange rates on the first quarter of 2020 and substantially in line with the first quarter of 2019, recovering therefore the drop in 2020 as a result of the pandemic. The full acquisition of Sportswear Company S.p.A. (which owns the Stone Island brand) was also completed, whose results shall be consolidated from the second quarter of 2021.
OVS in the fiscal year to January 2021 was considerably impacted by the pandemic and as a result of the prolonged lockdown of sales points, saw net sales down 25.7% on the twelve months to January 31, 2020. Full-year adjusted EBITDA was 72.9 million, compared to 156.3 million in the previous year. The second and third quarters, which were less impacted by the closures, reported earnings in line with the previous year. The net result in the year to January 31, 2021 was a profit of 35.1 million, thanks also to the benefit on income taxes of 95.1 million from the fiscal realignment of the OVS and Upim brands. The adjusted net financial position at January 31, 2021 was 401 million, with a limited absorption of cash due to the pandemic, thanks to cost-cutting and procurement reduction measures.
In recent months, OVS finalised the acquisition of the Stefanel brand and its 23 directly operated stores. In 2020 OVS approved a divisible capital increase of up to Euro 80 million to secure advance financial resources for acquisitions and business combinations, in addition to projects enabling it to continue the process of consolidation it has been pursuing for years in keeping with its position as market leader. This capital increase shall be completed by the summer.
Prysmian reports for the first quarter of 2021 consolidated revenues of approximately 2.81 billion, with organic growth of 4.6% excluding the Projects segment. Adjusted EBITDA was 213 million, compared to 197 million in the first quarter of 2020. The net financial debt at the end of March was 2,325 million, compared to 2,606 million at March 31, 2020, as the progressive deleverage continues. 2021 guidance was confirmed with adjusted EBITDA in the 870 - 940 million range forecast, alongside cash generation of approximately 300 million.
Sesa reports for the first nine months to January 31, 2021 further consolidated revenue and other income growth, +14.1% to 1,534.3 million, with EBITDA of 92.2 million, +32.7% on the third quarter of the previous year, thanks also to the further boost to digital transformation demand as a result of the pandemic. The company, with a net cash position, continues its M&A driven sector consolidation.
Hugo Boss continues to be impacted by the pandemic, with store closures and a drop in overall sales. Quarterly EBIT reported a profit and the entry of new management bodes well for the future.
The gradual rise in the value of TIP shares continued in 2021, with a record high hit in May although still well short of internal intrinsic valuation estimates. The usual five-year TIP share chart (at May 7, 2021) highlights the excellent performance of the TIP share, up 152.1%; the total return1 for TIP shareholders over the five years was 158.9% (annual average of 31.8%). The ten-year performance is approximately an annual average of 45%.

TIP workings on data collected on May 7 at 19.35 source Bloomberg
1 The total return is calculated by taking into account the performance of the TIP shares, the distributed dividends and the performance of the 2015-2020 TIP Warrants freely assigned to shareholders.
The related party transactions are detailed in note 24.
In April, the agreements for the purchase of 70.71% of the shares of TIPO S.p.A. together with 14.18% of Beta Utensili S.p.A. and 41.58% of Betaclub S.r.l were finalised. With this operation, TIP S.p.A. comes to hold (directly and indirectly) 48.99% of Beta Utensili S.p.A. and 20% of Sant'Agata S.p.A., parent company of the Chiorino group, while TIPO and Betaclub become TIP subsidiaries. The total value of the operation was approximately 134.5 million, of which approximately 1.4 million to be settled on conclusion of TIPO's indemnity obligations to the purchasers of iGuzzini S.p.A.
Also in April, TIP acquired 33.8% of Clubtre S.p.A. from the minority shareholder, coming to hold 100% of the company. The operation also involved the sale by Clubtre to the outgoing shareholder of 1,208,253 Prysmian shares at the stock market price on the date of the operation.
Treasury share purchases also continued, with a total investment of 0.4 million.
The progress of the vaccination plan across the world is a very positive signal and there is now a clear feeling that the worst of the pandemic is finally behind us. The recovery is proving to be even stronger than the most optimistic forecasts and we therefore believe that TIP's investees - as holding strong leadership positions in their respective sectors - shall continue to benefit from it. The problem now centres on logistics and raw material costs. We therefore expect that there may be some impact - although in our opinion not particularly significant on inflation.
TIP however is aware of the unique nature of its structure and the advantages that it can gain from it, as:
Given the nature of the activities of TIP it is not easy, as always, to forecast the performance for the current year. The results will depend on the market performance of the investees and the opportunities that arise in the future.
At March 31, 2021, treasury shares in portfolio totalled 14,982,893, equal to 8.126% of the share capital. At May 13, 2021, treasury shares in portfolio total 14,963,260, equal to 8.115% of the share capital.
On behalf of the Board of Directors The Chairman Giovanni Tamburi
Milan, May 14, 2021
| Three months | Three months | ||
|---|---|---|---|
| period ended | period ended | ||
| (in Euro) | March 31, 2021 | March 31, 2020 | Note |
| Revenue from sales and services | 583,888 | 2,242,900 | 4 |
| Other revenues | 6,338 | 6,621 | |
| Total revenues | 590,226 | 2,249,521 | |
| Purchases, service and other costs | (2,354,997) | (665,063) | 5 |
| Personnel expenses | (34,631,472) | (1,927,894) | 6 |
| Amortisation, depreciation & write-downs | (85,877) | (85,946) | |
| Operating loss | (36,482,120) | (429,382) | |
| Financial income | 9,442,763 | 11,012,117 | 7 |
| Financial charges | (4,210,929) | (4,134,395) | 7 |
| Profit (loss) before adjustments to investments | (31,250,286) | 6,448,340 | |
| Share of profit/(loss) of associated companies | |||
| measured under the equity method | 13,678,878 | (2,421,526) | 8 |
| Profit (loss) before taxes | (17,571,408) | 4,026,814 | |
| Current and deferred taxes | 7,796,885 | (1,053,973) | |
| Profit (loss) | (9,774,523) | 2,972,841 | |
| Profit (loss) attributable to the shareholders of | |||
| the parent | (9,620,894) | 3,164,297 | |
| Loss attributable to minority interests | (153,629) | (191,456) | |
| Basic earnings per share | (0.06) | 0.02 | 19 |
| Diluted earnings per share | (0.06) | 0.02 | 19 |
| Number of shares in circulation | 169,396,408 | 159,369,693 |
(1) The Q1 2021 income statement (as for Q1 2020) has been prepared in accordance with IFRS 9 and therefore does not include capital gains and losses in the period on the sale of equity investments, of Euro 99.5 million. The Directors' Report (page 5) 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 profit of approximately Euro 78.4 million.
| Consolidated Comprehensive Income Statement |
|---|
| Tamburi Investment Partners Group |
| (in Euro) | Three months period ended March 31, 2021 |
Three months period ended March 31, 2020 |
Note |
|---|---|---|---|
| Profit (loss) | (9,774,523) | 2,972,841 | |
| Other comprehensive income items | |||
| Income through P&L | |||
| Increase/(decrease) in associated companies measured under the equity |
18 | ||
| method | 4,238,685 | (5,770,641) | |
| Unrealised profit/(loss) | 4,263,843 | (5,840,730) | |
| Tax effect | (25,158) | 70,089 | |
| Increases/decreases in the value of current | |||
| financial assets measured at FVOCI | (3,462,105) | (14,788,025) | |
| Unrealised loss | (3,420,888) | (14,842,757) | |
| Tax effect | (41,217) | 54,732 | |
| Income not through P&L | 18 | ||
| Increase/decrease investments measured | |||
| at FVOCI | (11,917,054) | (194,466,951) | |
| Loss | (12,041,427) | (196,291,064) | |
| Tax effect | 124,373 | 1,824,113 | |
| Increase/(decrease) in associated companies measured under the equity |
|||
| method | (26,955) | (17,102,513) | |
| Loss | (26,953) | (17,310,236) | |
| Tax effect | (2) | 207,723 | |
| Other components | 0 | 0 | |
| Total other comprehensive income items | (11,167,428) | (232,128,130) | |
| Total comprehensive income/(expense) | (20,941,951) | (229,155,289) | |
| Comprehensive income/(expense) | |||
| attributable to the shareholders of the | |||
| parent | (19,078,566) | (198,315,541) | |
| Comprehensive income/(expense) attributable to minority interests |
(1,863,385) | (30,839,748) |
| (in Euro) | March 31, 2021 | Dec. 31, 2020 Note | |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 173,489 | 95,690 | |
| Rights-of-use | 2,526,741 | 2,600,791 | |
| Goodwill | 9,806,574 | 9,806,574 | |
| Other intangible assets | 14,881 | 17,283 | |
| Investments measured at FVOCI | 597,186,664 | 880,159,540 | 9 |
| Associated companies measured under the equity | |||
| method | 545,670,996 | 526,156,105 | 10 |
| Financial receivables measured at amortised cost | 4,206,632 | 3,611,418 | 11 |
| Financial assets measured at FVTPL | 2,920,093 | 2,883,243 | 12 |
| Tax assets | 299,730 | 299,730 | |
| Total non-current assets | 1,162,805,800 | 1,425,630,374 | |
| Current assets | |||
| Trade receivables | 603,231 | 1,449,106 | |
| Current financial receivables measured at | |||
| amortised cost | 0 | 15,651 | |
| Derivative instruments | 5,091,429 | 5,559,926 | 13 |
| Current financial assets measured at FVOCI | 272,463,459 | 179,859,731 | 14 |
| Current financial assets measured at FVTPL | 6,750,651 | 0 | 15 |
| Cash and cash equivalents | 15,137,447 | 3,250,495 | 16 |
| Tax assets | 1,656,854 | 2,295,841 | |
| Other current assets | 348,964 | 111,058 | |
| Total current assets | 302,052,035 | 192,541,808 | |
| Total assets | 1,464,857,835 | 1,618,172,182 | |
| Equity | |||
| Share capital | 95,877,237 | 95,877,237 | 17 |
| Reserves | 418,374,929 | 477,180,422 | 18 |
| Retained earnings (accumulated losses) | 445,550,336 | 386,974,911 | |
| Result attributable to the shareholders of the | |||
| parent | (9,620,894) | 148,159 | 19 |
| Total equity attributable to the shareholders | |||
| of the parent | 950,181,608 | 960,180,729 | |
| Equity attributable to minority interests | 94,322,622 | 109,534,852 | |
| Total Equity | 1,044,504,230 | 1,069,715,581 | |
| Non-current liabilities | |||
| Post-employment benefits | 374,423 | 362,309 | 20 |
| Derivative instruments | 1,630,992 | 285,846 | 21 |
| Financial liabilities for leasing | 2,305,767 | 2,305,767 | |
| Financial payables | 351,559,551 | 451,403,080 | 22 |
| Deferred tax liabilities | 1,455,997 | 13,272,362 | |
| Total non-current liabilities | 357,326,730 | 467,629,364 | |
| Current liabilities | |||
| Trade payables | 428,196 | 528,409 | |
| Current financial liabilities for leasing | 275,024 | 321,574 | |
| Current financial liabilities | 32,991,268 | 70,695,363 | 23 |
| Tax liabilities | 14,366,216 | 120,237 | |
| Other liabilities | 14,966,171 | 9,161,654 | |
| Total current liabilities | 63,026,875 | 80,827,237 | |
| Total liabilities | 420,353,605 | 548,456,601 | |
| Total equity and liabilities | 1,464,857,835 | 1,618,172,182 |
in Euro
| Share | Share | legal | FV OCI reserve FV OCI reserve | Treasury | Other | IFRS | Merger | Retained | Result | Equity | Net equity | Result | Equity | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| capital | premium | reserve | without reversal | with reversal | shares | reserve | reserve | surplus | earnings | for the period | shareholders | minorities | for period | ||
| reserve | to profit and loss to profit and loss | reserve | business | shareholders | of parent | minorities | |||||||||
| combination | of parent | ||||||||||||||
| At January 1, 2020 consolidated | 89,441,422 208,856,512 17,101,933 | 226,214,853 | 1,234,888 | (54,542,930) | (8,268,782) | (483,655) | 5,060,152 310,536,546 | 30,985,586 | 826,136,525 74,499,634 | 1,841,970 | 902,478,129 | ||||
| Change in fair value of investments | |||||||||||||||
| measured at FVOCI | (163,818,659) | (163,818,659) (30,648,292) | (194,466,951) | ||||||||||||
| Change in associated companies measured under the equity method | (17,102,513) | (5,770,641) | (22,873,154) | (22,873,154) | |||||||||||
| Change in fair value of current financial assets measured at FVOCI | (14,788,025) | (14,788,025) | (14,788,025) | ||||||||||||
| Employee benefits | 0 | 0 | |||||||||||||
| Total other comprehensive income items | (180,921,172) (20,558,666) | (201,479,837) (30,648,292) | (232,128,130) | ||||||||||||
| Profit/(loss) | 3,164,297 | 3,164,297 | (191,456) | 2,972,841 | |||||||||||
| Total comprehensive income | (180,921,172) (20,558,666) | 3,164,297 | (198,315,540) (30,648,292) | (191,456) (229,155,289) | |||||||||||
| Reversal of Fv reserve due to capital gain realised | (7,382,125) | 7,382,125 | 0 | 0 | |||||||||||
| Change in reserves of associated companies measure under equity method | (488,026) | (488,026) | (488,026) | ||||||||||||
| Change in oher reserves | 3 | 3 | 3 | ||||||||||||
| Dividends distribution | 0 | 0 | |||||||||||||
| Warrant exercise | 0 | 0 | |||||||||||||
| Allocation profit 2019 | 30,985,586 | (30,985,586) | 0 | 1,841,970 | (1,841,970) | 0 | |||||||||
| Stock Option exercise | 0 | 0 | |||||||||||||
| Allocation of Units related to performance shares | 879,831 | 879,831 | 879,831 | ||||||||||||
| Acquisition of treasury shares | (16,690,509) | (16,690,509) | (16,690,509) | ||||||||||||
| Sale of treasury shares | 0 | 0 | |||||||||||||
| At March 31, 2020 consolidated | 89,441,422 208,856,512 17,101,933 | 37,911,556 (19,323,778) | (71,233,439) | (7,876,974) | (483,655) | 5,060,152 348,904,258 | 3,164,297 | 611,522,284 45,693,312 | (191,456) | 657,024,139 | |||||
| Share | Share | legal | FV OCI reserve FV OCI reserve | Treasury | Other | IFRS | Merger | Retained | Result | Equity | Net equity | Result | Equity | ||
| capital | premium | reserve | without reversal | with reversal | shares | reserve | reserve | surplus | earnings | for the period | shareholders | minorities | for period | ||
| reserve | to profit and loss to profit and loss | reserve | business | shareholders | of parent | minorities | |||||||||
| combination | of parent | ||||||||||||||
| 95,877,237 269,354,551 17,888,284 | 284,125,739 | (4,151,736) | (91,517,648) | ||||||||||||
| At December 31, 2020 consolidated | |||||||||||||||
| Change in fair value of investments measured at FVOCI |
(3,095,265) | (483,655) | 5,060,152 386,974,911 | 148,159 | 960,180,729 107,728,602 | 1,806,250 1,069,715,581 | |||||||||
| Change in associated companies measured under the equity method | (10,807,801) | (10,807,801) (1,109,253) | (11,917,054) | ||||||||||||
| Change in fair value of current financial assets measured at FVOCI | (26,955) | 4,238,685 | 4,211,730 | 4,211,730 | |||||||||||
| Employee benefits | (2,861,602) | (2,861,602) | (600,503) | (3,462,105) | |||||||||||
| Total other comprehensive income items | 0 | 0 | |||||||||||||
| Profit/(loss) | (10,834,756) | 1,377,083 | (9,457,673) (1,709,755) | (11,167,428) | |||||||||||
| (9,620,894) | (9,620,894) | (153,629) | (9,774,523) | ||||||||||||
| Total comprehensive income | (10,834,756) | 1,377,083 | (9,620,894) | (19,078,566) (1,709,755) | (153,629) | (20,941,951) | |||||||||
| Reversal of Fv reserve due to capital gain realised | (58,427,265) | 58,427,265 | 0 | 0 | |||||||||||
| Change in reserves of associated companies measure under equity method | (897,461) | (897,461) | (897,461) | ||||||||||||
| Change in oher reserves | 3 | 3 | 3 | ||||||||||||
| Dividends distribution | 0 (13,348,845) | (13,348,845) | |||||||||||||
| Warrant exercise | 0 | 0 | |||||||||||||
| Allocation profit 2020 | 148,159 | (148,159) | 0 | 1,806,250 | (1,806,250) | 0 | |||||||||
| Stock Option exercise | 11,451,926 | 11,451,926 | 11,451,926 | ||||||||||||
| Allocation of Units related to performance shares | 870,162 | 870,162 | 870,162 | ||||||||||||
| Acquisition of treasury shares Sale of treasury shares |
2,938,835 | (5,660,865) 11,203,512 |
(10,826,667) | (5,660,865) 3,315,680 |
(5,660,865) 3,315,680 |
The TIP Group is an independent investment/merchant bank focused on Italian medium-sized companies, with a particular involvement in:
The parent company TIP was incorporated in Italy as a limited liability company and with registered office in Italy.
The company was listed in November 2005 and on December 20, 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP S.p.A. ordinary shares.
This quarterly consolidated financial report at March 31, 2021 was approved by the Board of Directors on May 14, 2021.
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 March 31, 2021, pursuant to Article 82 of the Issuers' Regulation was prepared in condensed format, as permitted, and therefore does not contain all the disclosures required for annual financial statements.
The accounting policies utilised for the preparation of this interim consolidated report are consistent with those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2020, as the new accounting standards in force from periods beginning January 1, 2021 did not have impacts on the financial statements of the company.
The quarterly consolidated financial report at March 31, 2021 was not audited.
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, 2021, the consolidation scope included the companies Clubdue S.r.l., Clubtre S.p.A., StarTIP S.r.l. and TXR S.r.l..
| Registered | Number of | Number of shares | |||
|---|---|---|---|---|---|
| Company Name | Office | Share capital | shares | held | % Held |
| Clubdue S.r.l. | Milan | 10,000 | 10,000 | 10,000 | 100% |
| Clubtre S.p.A. (1) | Milan | 120,000 | 120,000 | 45,207 | 37.67% |
| StarTIP S.r.l. | Milan | 50,000 | 50,000 | 50,000 | 100% |
| TXR S.r.l. | Milan | 100,000 | 100,000 | 51,000 | 51.00% |
The details of the subsidiaries were as follows:
(1) Clubtre holds 51,738 treasury shares and consequently the fully diluted holding is 66.23%.
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 adopted by 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 is illustrated below:
The company undertakes investment banking and merchant banking activities. Top management activity in the above-mentioned areas, both at marketing contact level and institutional initiatives and direct involvement in the various deals, is highly integrated. In addition, also in relation to execution activity, the activity is organised with the objective to render the "on-call" commitment more flexible of professional staff in advisory or equity activity.
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 period ended March 31, 2021 |
Three months period ended March 31, 2020 |
|---|---|---|
| Revenue from sales and services | 583,888 | 2,242,900 |
| Total | 583,888 | 2,242,900 |
Revenues are highly dependent on the timing of success fee maturation, whose distribution varies throughout the year.
| The account comprises: | |||
|---|---|---|---|
| Euro | Three months | Three months | |
| period ended | period ended | ||
| March 31, 2021 | March 31, 2020 | ||
| 1. | Services | 2,222,267 | 373,801 |
| 2. | Other charges | 132,730 | 291,262 |
| Total | 2,354,997 | 665,063 |
Service costs mainly relate to banking commissions on the sale of listed shares, general and commercial expenses and professional and legal consultancy. They include Euro 24,753 of audit fees and Euro 22,405 of emoluments of the Board of Statutory Auditors and the Supervisory Board. The increase in service costs on the previous period is mainly due to the commissions recognised by Clubtre in relation to the sale of Prysmian shares through an Accelerated BookBuilding procedure.
Other charges principally include non-deductible VAT and stamp duties. The comparative period included tax charges for the transfer of Prysmian shares from the parent TIP S.p.A. to the subsidiary Clubtre S.p.A..
These costs include "Salaries and wages" and "Director's fees".
Personnel expense includes a charge of Euro 19,616,456 for the assignment in March of 3,500,000 options under the "TIP 2014-2021 Incentive Plan" stock option plan, approved by the Shareholders' Meeting of the company on April 9, 2014 and partially amended on April 29, 2016, of which 3,370,000 exercised at March 31, 2021.
It includes also 870,162 of pro-rata charges with regards to the granting, occurred in the second half of 2019, of 2,500,000 Units of the "2019-2021 TIP Performance Shares Plan". In line with IFRS 2, the Units allocated were measured according to the equity settlement method.
The variable charges for directors are in line, as always, with the pro-forma performances of the company.
The Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.
The account comprises:
| Euro | Three months | Three months |
|---|---|---|
| period ended | period ended | |
| March 31, 2021 | March 31, 2020 | |
| 1. Investment income |
3,959,603 | 0 |
| 2. Other income |
5,483,160 | 11,012,117 |
| Total financial income | 9,442,763 | 11,012,117 |
| 3. Interest and other financial charges |
(4,210,929) | (4,134,395) |
| Total financial charges | (4,210,929) | (4,134,395) |
| Net financial income | 5,231,834 | 6,877,722 |
| Three months | Three months | |
|---|---|---|
| period ended March | period ended | |
| Euro | 31, 2021 | March 31, 2020 |
| Dividends | 3,959,603 | 0 |
| Total | 3,959,603 | 0 |
As at March 31, 2021 investment income concerns dividends received from the following investees (Euro):
| FCA N.V. | 2,667,997 |
|---|---|
| Stellantis N.V. | 140,179 |
| Distribution in kind of Faurecia S.A. shares by Stellantis N.V. | 1,145,464 |
| Other | 5,963 |
| Total | 3,959,603 |
This mainly include interest income and gains on bonds for Euro 1,767,034, fair value changes on available-for-sale listed share investments for Euro 1,175,419, interest income from loans and bank interest for 82,328, fair value changes of derivative instruments for Euro 49,444, in addition to exchange gains of Euro 2,408,935.
| Euro | Three months | Three months |
|---|---|---|
| period ended | period ended | |
| March 31, 2021 | March 31, 2020 | |
| Interest on bonds | 1,903,904 | 3,189,032 |
| Other | 2,307,025 | 945,363 |
| Total | 4,210,929 | 4,134,395 |
"Interest on bonds" refers for Euro 1,903,904 to the 2014-2020 TIP Bond of 300 million calculated in accordance with the amortised cost method applying the effective interest rate.
The "Other" account includes changes to the value of derivative instruments for Euro 1,863,087, bank interest on loans for Euro 383,386 and other financial charges and exchange losses.
The share of profit/(loss) of associated companies, totalling a profit of approximately Euro 13.7 million, mainly includes, in addition to the profits of the investee companies IPGH (Interpump), ITH (SeSa), Be and others, the profit in the last quarter of OVS, including a significant benefit on income taxes from the fiscal realignment, and the net loss of Alpitour.
For further details, reference should be made to note 10 "Investments in associated companies measured under the equity method".
The account refers to minority investments in listed and non-listed companies.
| Euro | March 31, 2021 | Dec. 31, 2020 |
|---|---|---|
| Investments in listed companies | 520,202,355 | 814,441,270 |
| Investments in non-listed companies | 76,984,309 | 65,718,270 |
| Total | 597,186,664 | 880,159,540 |
The changes in the investments measured at FVOCI are shown in Attachment 1.
The TIP Group holds at March 31, 2021 investments (Digital Magics, Eataly, Buzzoole) not classified as associated companies, although in the presence of a holding above 20% and/or some indicators which would be associated with significant influence, as 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 these investments as measured at FVOCI.
| (10) Associated companies measured under the equity method | |||||
|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | ------------------------------------------------------------ |
| Euro | March 31, 2021 | Dec. 31, 2020 |
|---|---|---|
| Asset Italia S.p.A. | 51,990,218 | 66,513,888 |
| Asset Italia 2 S.r.l. | 66,264 | 66,264 |
| BE Think, Solve, Execute S.p.A. | 26,262,133 | 24,981,029 |
| Clubitaly S.p.A. | 50,041,192 | 50,047,594 |
| Elica S.p.A. | 40,603,557 | 39,954,856 |
| IPG Holding S.p.A. Group | 103,517,683 | 97,849,060 |
| Itaca Equity Holding S.p.A. | 2,969,895 | 0 |
| Euro | March 31, 2021 | Dec. 31, 2020 |
|---|---|---|
| Itaca Equity S.r.l. | 1,018,881 | 0 |
| ITH S.p.A. | 60,884,014 | 59,727,137 |
| OVS S.p.A. | 106,271,326 | 85,239,484 |
| Roche Bobois S.A. | 74,738,527 | 74,738,527 |
| TIP -Pre IPO S.p.A. | 26,643,874 | 26,374,834 |
| Other associated companies | 663,432 | 663,432 |
| Total | 545,670,996 | 526,156,105 |
The other investments in associated companies refer:
The main changes in the period concern for approximately 2.5 million the investment in ITACA, income and shares of the result for approximately 13.7 million, commented upon in note 8, and a positive change in the FVOCI reserve for approximately 4.3 million.
| Euro | March 31, 2021 | Dec. 31, 2020 |
|---|---|---|
| Financial receivables measured at amortised cost | 4,206,632 | 3,611,418 |
| Total | 4,206,632 | 3,611,418 |
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..
| Euro | March 31, 2021 | Dec. 31, 2020 |
|---|---|---|
| Financial assets measured at FVTPL | 2,920,093 | 2,883,243 |
| Total | 2,920,093 | 2,883,243 |
Financial assets measured at FVTPL consist at March 31, 2021 of the convertible bond issued by Tefindue S.p.A.
Derivative instruments comprise for Euro 2,064,800 the option to purchase ITH shares and for 3,026,629 EFT SHORT instruments.
| Euro | March 31, 2021 | Dec. 31, 2020 |
|---|---|---|
| Current financial assets measured at FVOCI | 272,463,459 | 179,859,731 |
| Total | 272,463,459 | 179,859,731 |
These concern financial assets comprising investments in bonds for the temporary utilisation of liquidity.
| Euro | March 31, 2021 | Dec. 31, 2020 |
|---|---|---|
| Current financial assets measured at FVTPL | 6,750,651 | 0 |
| Total | 6,750,651 | 0 |
Current financial assets measured at FVTPL concern the listed shares available-for-sale as temporary uses of liquidity.
The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.
| Euro | March 31, 2021 | Dec. 31, 2020 |
|---|---|---|
| Bank deposits | 15,133,508 | 3,245,830 |
| Cash in hand and similar | 3,939 | 4,665 |
| Total | 15,137,447 | 3,250,495 |
The composition of the net financial position at March 31, 2021 compared with the end of the previous year is illustrated in the table below.
| Euro | March 31, 2021 | Dec. 31, 2020 | |
|---|---|---|---|
| A | Cash and cash equivalents | 15,137,447 | 3,250,495 |
| B | Current financial assets measured at FVOCI | 272,463,459 | 179,857,731 |
| C | Other current financial assets and derivative instruments | 11,842,080 | 5,575,577 |
| D | Liquidity (A+B+C) | 299,442,986 | 188,683,803 |
| E | Non-current financial payables | (351,559,551) | (451,403,080) |
| F | Non-current financial payables for leasing | (2,305,767) | (2,305,767) |
| G | Liabilities for derivatives | (1,630,992) | (285,846) |
| H | Current financial liabilities for leasing | (275,024) | (321,574) |
| I | Current financial liabilities | (32,991,268) | (70,695,363) |
| L | Net financial position (D+E+F+G+H+I) | (89.319.616) | (336,327,827) |
Non-current financial payables mainly refer to the TIP 2019-2024 bond for approximately 285 million and the loan with BPM bank for approximately Euro 65 million.
Current financial liabilities mainly concern the short-term credit lines from the banks and the interest matured on the TIP 2019-2024 bond loan and the interest on the loan with Banco BPM.
The share capital of TIP S.p.A. is composed of:
| shares | number |
|---|---|
| ordinary shares | 184,379,301 |
| Total | 184,379,301 |
The share capital of TIP S.p.A. amounts therefore to Euro 95,877,236.52, represented by 184,379,301 ordinary shares.
At March 31, 2021, treasury shares in portfolio totalled Euro 14,982,893, equal to 8.126% of the share capital.
| No. treasury shares at | No. shares acquired at | No. of shares sold at | No. treasury shares at |
|---|---|---|---|
| January 1, 2021 | March 31, 2021 | March 31, 2021 | March 31, 2021 |
| 16,131,801 | 806,092 | 1,955,000 | 14,982,893 |
Supplementary information concerning shareholders' equity at March 31, 2021:
Share premium reserve
It amounts to Euro 272,293,386 and increased following the exercise of the stock options by directors/employees, as outlined previously.
It amounts to Euro 17,888,284 and were unchanged compared to the preceding period.
The positive reserve amounts to Euro 214,863,718. 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 details of changes, reference should be made to attachment 1 and to note 9 (Investments measured at FVOCI) and note 10 (Investments measured under the equity method).
For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.
The negative reserve amounts to Euro 2,774,653. This principally concerns 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.
Treasury shares acquisition reserve
The negative reserve amounts to Euro 85,975,001.
They are negative for Euro 2,497,302 and for Euro 4.6121.529 and comprise the incentive plan reserve created following the allocation of options and performance shares 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 Secontip S.p.A. into TIP S.p.A. on January 1, 2011.
Retained earnings amount to Euro 445,550,336 and increased on December 31, 2020 following the allocation of the 2020 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, 2020.
At March 31, 2021, the basic result per share – net result divided by the average number of shares in circulation in the period taking into account treasury shares held – was a loss of Euro 0.06.
At March 31, 2021, the diluted result per share was a loss of Euro 0.06. This represents the net profit for the period divided by the number of ordinary shares in circulation at March 31, 2021, calculated taking into account the treasury shares held and considering any dilution effects generated from the shares servicing the stock option and performance shares plan.
At March 31, 2021, 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.
They refer to call options for the benefit of third parties on shares in associated companies exercisable in 2023. They are measured at their fair value and any changes are written to the income statement.
Financial payables of Euro 351,559,551 refer to:
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.
The current financial liabilities of Euro 32,991,268 mainly concern:
interest matured on the TIP 2019-2024 bond for Euro 2,290,558;
for Euro 30,700,710 bank payables on current account lines.
The table reports the transactions with related parties during the period outlined in the amounts, type and counterparties.
| Party | Type | Value/Balance | Value/Balance |
|---|---|---|---|
| March 31, 2021 | March 31, 2020 | ||
| Asset Italia S.p.A. | Revenues | 251,025 | 251,025 |
| Asset Italia S.p.A. | Trade receivables | 251,025 | 251,025 |
| Asset Italia 1 S.r.l. | Revenues | 1,025 | 1,025 |
| Asset Italia 1 S.r.l. | Trade receivables | 1,025 | 1,025 |
| Asset Italia 2 S.r.l. | Revenues | - | 1,025 |
| Asset Italia 2 S.r.l. | Trade receivables | - | 1,025 |
| Betaclub S.r.l. | Revenues | 7,275 | 7,275 |
| Betaclub S.r.l. | Trade receivables | 7,275 | 7,275 |
| BE S.p.A. | Revenues | 15,000 | 15,000 |
| BE S.p.A. | Trade receivables | 15,000 | 15,000 |
| Clubitaly S.p.A. | Revenues | 8,525 | 8,525 |
| Clubitaly S.p.A. | Trade receivables | 8,525 | 8,525 |
| Clubitaly S.p.A. | Financial receivables | - | 643,914 |
| Gruppo IPG Holding S.p.A | Revenues | 7,500 | 7,500 |
| Gruppo IPG Holding S.p.A | Trade receivables | 7,500 | 7,500 |
| Itaca Equity Holding S.p.A. | Revenues | 1,025 | - |
| Itaca Equity Holding S.p.A. | Trade receivables | 1,025 | - |
| TIPO S.p.A. | Revenues | 126,025 | 126,025 |
| TIPO S.p.A. | Trade receivables | 126,025 | 126,025 |
| Services provided to companies related to the Board of Directors | Revenues from services | 133,488 | - |
| Services provided to companies related to the Board of Directors | Trade receivables | 4,000 | 3,000 |
| Services received from companies related to the Board of Directors | Costs (services received) |
6,087,782 | 147,500 |
| Payables for services received from companies related to the Board of Directors |
Other payables | 5,936,076 | 10,000 |
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 14, 2021
of the administrative and accounting procedures for the compilation of the interim consolidated financial statements for the period ended March 31, 2021.
No significant aspect emerged concerning the above.
The Chief Executive Officer The Executive Officer
Milan, May 14, 2021
| Balance at 1.1.2021 | increases | decreases | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Euro | historic | fair value | write-down | book value acquisition or | reclass. | fair value | decreases | fair value | reversal P/L movements | book value | |||
| cost | adjustments | P&L | fair value | subscription | increase | decreases | fair value | 31/03/2021 | |||||
| Non-listed companies | |||||||||||||
| Azimut Benetti S.p.A. | 38.990.000 | (7.312.229) | 31.677.771 | 31.677.771 | |||||||||
| Bending Spoons S.p.A. | 5.023.461 | 5.023.461 | 5.023.461 | ||||||||||
| Buzzoole Plc. | 5.392.122 | (2.252.122) | 3.140.000 | 3.140.000 | |||||||||
| Dv Holding S.p.A. | 0 | 10.999.441 | 10.999.441 | ||||||||||
| Heroes Sr.l. | 2.506.673 | 10.361.992 | 12.868.665 | 12.868.665 | |||||||||
| Talent Garden S.p.A. | 5.502.592 | 799.085 | 6.301.677 | 6.301.677 | |||||||||
| Vianova S.p.A. (già Welcome Italia S.p.A.) | 5.850.971 | 5.850.971 | 5.850.971 | ||||||||||
| Other equity instr. & other minor | 955.724 | 0 | (100.000) | 855.724 | 400.000 | (133.402) | 1.122.322 | ||||||
| Total non-listed companies | 64.221.543 | 1.596.726 | (100.000) | 65.718.270 | 11.399.441 | 0 | 0 | 0 | (133.402) | 0 | 0 | 76.984.309 | |
| Listed companies | No. of shares | ||||||||||||
| Alkemy S.p.A. | 425.000 | 4.993.828 | (1.984.828) | 3.009.000 | 1.241.000 | 4.250.000 | |||||||
| Amplifon S.p.A. | 7.384.697 | 60.713.803 | 190.661.283 | 251.375.086 | (16.984.803) | 234.390.283 | |||||||
| Digital Magics S.p.A. | 1.684.719 | 9.922.048 | (3.520.116) | 6.401.932 | 336.944 | 6.738.876 | |||||||
| Fagerhult AB | 795.367 | 2.643.670 | 832.280 | 130.599 | 3.606.549 | 356.307 | (55.278) | 3.907.578 | |||||
| Faurecia S.A. | 24.692 | 0 | 1.145.464 | (23.707) | 1.121.758 | ||||||||
| Ferrari N.V. | 22.500 | 0 | 3.617.109 | 395.766 | 4.012.875 | ||||||||
| Stellantis N.V. | 1.450.000 | 17.783.734 | 3.473.266 | 21.257.000 | 614.800 | 21.871.800 | |||||||
| Hugo Boss AG | 1.080.000 | 80.298.115 | (50.824.915) | 29.473.200 | 6.847.200 | 36.320.400 | |||||||
| Moncler S.p.A. | 2.050.000 | 32.102.928 | 70.684.072 | 102.787.000 | (2.603.500) | 100.183.500 | |||||||
| Prysmian S.p.A. (C3) | 3.577.436 | 261.986.960 | 132.844.878 | 394.831.838 | (193.000.000) | (3.201.086) | (99.500.000) | 99.130.752 | |||||
| Other listed companies | 13.166.782 | (2.261.956) | (9.205.161) | 1.699.665 | 5.461.814 | 1.122.255 | (9.200) | 8.274.533 | |||||
| Total listed companies | 483.611.868 | 339.903.965 | (9.074.562) | 814.441.270 | 10.224.388 | 0 | 10.914.272 | (193.000.000) | (22.822.296) | (99.500.000) | (55.278) | 520.202.355 | |
| Total investments | 547.833.411 | 341.500.691 | (9.174.562) | 880.159.540 | 21.623.829 | 0 | 10.914.272 | (193.000.000) | (22.955.698) | (99.500.000) | (55.278) | 597.186.664 |
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