| Thu 30 Sep 2010, 15:02 | | EXL - Excellerate Holdings Limited - Reviewed consolidated results for the |
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EXL
EXL
EXL - Excellerate Holdings Limited - Reviewed consolidated results for the
year ended 30 June 2010
EXCELLERATE HOLDINGS LIMITED
Registration number 1997/009884/06
JSE code: EXL ISIN: ZAE000026092
(Incorporated in the Republic of South Africa)
("Excellerate" or "the group")
Reviewed consolidated results for the year ended 30 June 2010
HIGHLIGHTS
- Cash flows from operating activities before dividends of R51,2 million,
representing 220,9% of profit for the year
- Revenue growth of 6,9% over prior year
- Profit before taxation and discontinued operations up 2,7%
- Acquisition of JHI concluded subsequent to year end
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June
Reviewed Audited
2010 2009
R`000 R`000
Continuing operations
Revenue 699 916 654 998
Cost of sales (475 656) (444 070)
Gross profit 224 260 210 928
Operating expenditure (171 448) (160 370)
Selling and distribution expenses (29 201) (33 068)
Administrative expenses (83 005) (79 240)
Other expenses (59 242) (48 062)
Profit before interest and taxation 52 812 50 558
Finance income 2 599 3 860
Finance costs (9 727) (9 937)
Profit before taxation 45 684 44 481
Taxation - current (12 359) (7 653)
Taxation - deferred (4 334) (3 814)
Taxation on dividends paid - STC (961) (696)
Profit and total comprehensive income 28 030 32 318
for the year from continuing operations
Discontinuing operations
Loss for the year from discontinued (4 862) (3 509)
operations
Profit and total comprehensive income 23 168 28 809
for the year
Attributable to:
Equity holders of the parent 22 964 28 607
Non-controlling interest 204 202
23 168 28 809
Shares in issue
Total (`000) 217 864 217 329
Weighted average (`000) 217 701 219 211
Fully diluted weighted average (`000) 221 016 223 846
Total operations
Earnings per share (cents) 10,6 13,0
Headline earnings per share (cents) 10,8 11,9
Diluted earnings per share (cents) 10,4 12,8
Diluted headline earnings per share 10,6 11,7
(cents)
Continuing operations
Earnings per share (cents) 12,8 14,6
Headline earnings per share (cents) 12,7 13,5
Diluted earnings per share (cents) 12,6 14,3
Diluted headline earnings per share 12,5 13,3
(cents)
Discontinuing operations
Earnings per share (cents) (2,2) (1,6)
Headline earnings per share (cents) (1,9) (1,6)
Diluted earnings per share (cents) (2,2) (1,6)
Diluted headline earnings per share (1,9) (1,6)
(cents)
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 30 June
Reviewed as at Audited as at
2010 2009
R`000 R`000
ASSETS
Non-current assets
Property, plant and equipment 74 672 71 506
Intangible assets 110 639 106 147
Amounts owing by joint venture - 306
partners
Investment in associate 5 093 -
Interest bearing receivables 2 222 560
Deferred taxation 6 438 10 213
199 064 188 732
Current assets
Inventories 86 345 95 025
Trade and other receivables 136 739 139 022
Interest bearing receivables 2 604 1 238
Amounts owing by joint venture 11 478 13 449
partners
Taxation receivable 8 031 8 455
Other financial assets 79 -
Cash and cash equivalents 31 188 21 845
276 464 279 034
Total assets 475 528 467 766
EQUITY AND LIABILITIES
Equity
Share capital 2 179 2 173
Share premium 64 939 64 687
Share-based payment reserve 1 602 1 733
Retained earnings 149 851 133 929
Equity attributable to equity holders 218 571 202 522
of the parent
Non-controlling interest 779 985
Total equity 219 350 203 507
Non-current liabilities
Deferred taxation 6 930 6 977
Interest bearing debt 20 897 18 788
27 827 25 765
Current liabilities
Trade and other payables 182 096 184 286
Amounts owing to joint venture 8 868 12 473
partners
Vendors for acquisitions 7 820 12 978
Taxation payable 16 887 14 427
Interest bearing debt 12 401 13 342
Other financial liabilities 132 909
Shareholders for dividend 147 79
228 351 238 494
Total equity and liabilities 475 528 467 766
Net asset value per share (cents) 100,3 93,2
Net tangible asset value per share 51,9 45,7
(cents)
The following adjustments to profit
attributable to shareholders were taken
into account in the calculation of
headline earnings:
Attributable to ordinary shareholders 22 964 28 607
- negative goodwill realised - (2 498)*
- impairment of goodwill 152* -
- loss on disposal of business 358* -
- loss on sale of shares in 263* -
subsidiary
- net (profit)/loss on sale of (331) 113
property, plant and equipment
- taxation effects of adjustments 93 (32)
Headline earnings 23 499 26 190
* No taxation effect on these items
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June
Reviewed Audited
2010 2009
R`000 R`000
Cash flows from operating activities 44 873 44 039
Cash generated by operations 68 361 64 813
Finance income 2 626 3 919
Finance costs (9 260) (9 513)
Dividends paid (6 315) (6 718)
Taxation paid (10 539) (8 462)
Cash flows from investing activities (35 654) (66 874)
Additions to property, plant and
equipment
- to expand (16 946) (10 826)
- to maintain (4 629) (7 537)
Additions to intangible assets - to (2 718) (2 301)
expand
Proceeds on disposal of property, plant 2 282 161
and equipment
Acquisition of businesses/investment in (14 468) (46 371)
shares
Proceeds on disposal of business 825 -
Cash flows from financing activities 124 (5 309)
Interest bearing debt raised 17 508 4 183
Interest bearing debt repaid (13 342) (4 873)
Increase in amounts owing by joint (3 630) (11 608)
venture partners
Decrease in amounts owing by joint 5 933 5 445
venture partners
Increase in amounts owing to joint 99 2 979
venture partners
Decrease in amounts owing to joint (3 728) -
venture partners
Repayment of loan provided to associate 54 -
company
Shares repurchased (10) (1 908)
Decrease in interest bearing receivables (3 028) (27)
Sale of treasury shares 268 500
Net increase/(decrease) in cash and cash 9 343 (28 144)
equivalents
Cash and cash equivalents at beginning 21 845 49 989
of year
Cash and cash equivalents at end of year 31 188 21 845
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share-
based
Share Share payment Retained
capital premium reserve earnings
R`000 R`000 R`000 R`000
Balance at 30 June 2008 2 190 66 078 1 830 112 022
Total comprehensive
income for the year
Profit for the year 28 607
Transactions with
owners, recorded
directly in equity
Movement in share-based (97) 97
payment reserve
Sale of treasury shares 5 495
Repurchase of shares (22) (1 886)
Dividends declared (6 797)
Balance at 30 June 2009 2 173 64 687 1 733 133 929
Total comprehensive
income for the year
Profit for the year 22 964
Transactions with
owners, recorded
directly in equity
Movement in share-based (131) 131
payment reserve
Sale of treasury shares 6 262
Repurchase of shares * (10)
Repurchase of non- (828)
controlling share of
subsidiary
Dividends declared (6 345)
Balance at 30 June 2010 2 179 64 939 1 602 149 851
* Less than R500
Attributable
to equity Non-
holders controlling
of parent interest Total
R`000 R`000 R`000
Balance at 30 June 2008 182 120 783 182 903
Total comprehensive
income for the year
Profit for the year 28 607 202 28 809
Transactions with
owners, recorded
directly in equity
Movement in share-based - -
payment reserve
Sale of treasury shares 500 500
Repurchase of shares (1 908) (1 908)
Dividends declared (6 797) (6 797)
Balance at 30 June 2009 202 522 985 203 507
Total comprehensive
income for the year
Profit for the year 22 964 204 23 168
Transactions with
owners, recorded
directly in equity
Movement in share-based - -
payment reserve
Sale of treasury shares 268 268
Repurchase of shares (10) (10)
Repurchase of non- (828) (372) (1 200)
controlling share of
subsidiary
Dividends declared (6 345) (38) (6 383)
Balance at 30 June 2010 218 571 779 219 350
* Less than R500
PROVISIONAL CONDENSED GROUP SEGMENTAL REPORTS
for the year ended 30 June
Trading
Services distribution Corporate Total
R`000 R`000 R`000 R`000
2010
Revenue (external) 344 951 354 845 - 699 796(1)
Revenue (internal) 37 154 2 836 9 926 49 916
382 105 357 681 9 926 749 712
Profit/(loss) before 38 239 20 011 (5 438) 52 812
interest and
taxation
Less: Discontinued (7 061) (7 061)
38 239 12 950 (5 438) 45 751
Depreciation expense (11 886) (2 796) (255) (14 937)
Amortisation expense (100) (102) (1 036) (1 238)
Finance income 2 353 2 465 5 352 10 170(2)
Finance costs (5 135) (3 813) (8 350) (17 298)(3)
(2 782) (1 348) (2 998) (7 128)
Profit before tax 35 457 18 663 (8 436) 45 684
Less: Discontinued (6 574) (6 574)
35 457 12 089 (8 436) 39 110
Taxation (11 164) (5 226) (1 264) (17 654)
Less: Discontinued 1 712 1 712
(11 164) (3 514) (1 264) (15 942)
Additions to 19 617 1 902 56 21 575
property, plant and
equipment
Segment assets 351 104 247 185 (122 761) 475 528
Segment liabilities (185 687) (77 751) 7 260 (256 178)
Segment equity (165 417) (169 434) 115 501 (219 350)
Cash flows from 39 213 23 295 (17 635) 44 873
operating activities
Cash flows from (29 274) 2 850 (9 230) (35 654)
investing activities
Cash flows from (40 416) (31 472) 72 012 124
financing activities
2009
Revenue (external) 318 284 356 057 - 674 341(1)
Revenue (internal) 30 424 638 8 938 40 000
348 708 356 695 8 938 714 341
Profit/(loss) before 38 249 15 565 (3 256) 50 558
interest and
taxation
Less: Discontinued (5 383) (5 383)
38 249 10 182 (3 256) 45 175
Depreciation expense (11 256) (3 482) (226) (14 963)
Amortisation expense (1 422) (1 422)
Negative goodwill 2 498 2 498
realised
Finance income 5 411 4 390 5 250 15 051(2)
Finance costs (3 016) (3 249) (14 863) (21 128)(3)
2 395 1 141 (9 613) (6 077)
Profit before tax 40 645 16 705 (12 869) 44 481
Less: Discontinued (4 331) (4 331)
40 645 12 374 (12 869) 40 150
Taxation (11 766) (4 287) 3 890 (12 163)
Less: Discontinued 822 822
(11 766) (3 465) 3 890 (11 341)
Additions to 15 644 2 522 197 18 363
property, plant and
equipment
Segment assets 262 997 223 891 (19 122) 467 766
Segment liabilities (178 721) (79 051) (6 487) (264 259)
Segment equity (84 276) (144 840) 25 609 (203 507)
Cash flows from 42 096 15 973 (14 030) 44 039
operating activities
Cash flows from (62 903) (2 507) (1 464) (66 874)
investing activities
Cash flows from 3 084 1 230 (9 623) (5 309)
financing activities
2010 2009
Reconciliations R`000 R`000
1 Revenue
Total revenue per reportable segments 749 712 714 341
Elimination of inter-segment revenue (49 916) (40 000)
699 796 674 341
Joint venture management fees not included 1 036 3 713
for financial reporting purposes
700 832 678 054
Discontinued operations (916) (23 056)
Consolidated revenue 699 916 654 998
2 Finance income
Total finance income per reportable segments 10 170 15 051
Elimination of inter-segment finance income (7 571) (11 191)
Consolidated finance income 2 599 3 860
3 Finance costs
Total finance cost per reportable segments (17 298) (21 128)
Elimination of inter-segment finance cost 7 571 11 191
Consolidated finance cost (9 727) (9 937)
STRONG CASH PERFORMANCE UNDERPINS STABLE OPERATING PROFITS
Review of the year
In the context of a continuing difficult economic environment, the
Excellerate Board of directors ("the Board") is pleased to report a sound
performance by the Group, with stable profitability supported by strong
operating cash flow performance.
The 2010 financial year has once again been both challenging and rewarding
for the Excellerate Group. Whilst the contraction in consumer spending and
the slow pace of recovery in the South African economy has impacted the
Group`s performance, management has continued to focus on the addition of
quality revenue, the streamlining and rationalisation of existing operations,
and aggressive working capital management so as to target healthy operating
cash flow generation.
In this environment, the Group has re-focussed its growth plans on outsourced
services, particularly with respect to property related services (offered by
Interpark and Sterikleen) and procurement and logistics services (offered by
Vital Distribution and Vital Fleet). To this end, we are also extremely
pleased with the prospects arising from the Group`s recent acquisition of a
controlling shareholding in Gensec Property Services Limited trading as JHI
("JHI"), which was concluded subsequent to year end.
Profitability within our services division has been significantly affected by
losses in Delawood, which has been hard hit by a slowdown in demand for
luxury cabinetry due to the slowdown in residential housing development.
Management has implemented significant cost reductions in Delawood, and the
business has undertaken several initiatives to broaden its revenue base.
Notwithstanding a tough trading environment, profitability within our trading
division has improved. This has been a function of a stemming of losses at
Goldenmarc, combined with a positive contribution from Nu-Africa Comm
Trading. We have further rationalised our trading businesses during the year,
and there remains room for significant volume and profitability enhancement
once the general trading environment recovers.
During the 2010 financial year, the last remaining operations of Sunkist were
wound up or disposed of. The effects of this have been disclosed as a
discontinued operation, and have had a material impact on Group
profitability.
The Group remains both operationally and financially sound and is well placed
to improve performance in the year ahead.
Financial overview
Group revenue for the year increased by 6,9% to R699,9 million (2009: R655,0
million), despite the challenging trading environment. Profit before
interest, tax and discontinued operations increased by 4,3% to R52,8 million
(2009: R50,6 million). Whilst net finance costs increased by 16,4% to R7,1
million (2009: R6,1 million), the net effect was an increase in operating
profit before taxation attributable to continuing operations of 2,7% to R45,7
million (2009: R44,5 million). Net cash finance costs increased by 17,9% to
R6,6 million (2009: R5,6 million), thereby maintaining a healthy cash
interest cover of 8,0 times from continuing operations. This ratio will be
impacted by term debt taken on to finance the JHI acquisition.
Discontinued operations contributed a net after tax loss of R4,9 million
(2009: R3,5 million).
A conservative approach resulted in the non-recognition of deferred tax
assets at Delawood. This has been the primary driver behind a high effective
tax rate of 40,8% (2009: 28,2%), including the tax effects of discontinued
operations. Profit for the year therefore showed a decline of 19,4% toR23,2
million (2009: R28,8 million).
Earnings per share and diluted earnings per share from continuing operations
decreased to 12,8 cents (2009: 14,6 cents) and 12,6 cents (2009: 14.,3 cents)
respectively.
Earnings per share and diluted earnings per share from discontinued
operations amounted to a loss of 2,2 cents (2009: 1,6 cents).
Once again, cash generation has been a highlight of the Group`s results, with
cash generated by operations increasing by 5,6% to R68,4 million (2009: R64,8
million).
Cash flows from operating activities before dividends paid rose nominally by
0,8% to R51,2 million (2009: R50,8 million).
During the year, cash flows from investing activities amounted to R35,7
million (2009: R66,9 million). The major components of this investment
included vendor for acquisition payments (R10,3 million) in respect of Vital
Distribution, Vital Fleet, and Staffing Logistics, a buy-back of shares and
interests in Excellerate Investment Holdings (Proprietary) Limited (R4,2
million), and capital expenditure to maintain and expand operations (R21,6
million).
After nominal cash flows from financing activities, cash and cash equivalents
increased to R31,2 million from R21,8 million in the prior year end.
Excellerate`s statement of financial position remains strong, with limited
gearing. Total assets have increased by 1,6% to R475,5 million (2009: R467,8
million), whilst interest-bearing debt rose by R1,2 million to R33,3 million
(2009: R32,1 million).
Review of operations
In order to more accurately reflect segmental performance, internal financial
re-structuring occurred within the Group during the current year, thereby
resulting in significant re-allocation of finance costs between operating
segments. In addition, operations at Sunkist were discontinued during the
year. Consequently, segmental analysis is undertaken before the impact of
discontinued operations, and at a profit before interest and taxation level.
Trading and Distribution division, including Goldenmarc, Foodserv, Ferrengi,
Nu-Africa Comm Trading
The segmental revenue for the year increased by 6,3% to R353,9 million (2009:
R333,0 million), which modest improvement is largely as a result of the less
than anticipated levels of consumer spending over the year.
Notwithstanding this revenue performance, it is pleasing to note that profit
before interest and taxation in this segment rose by 28,2% to R20,0 million
(2009: R15,6 million). The improvement in profitability has been largely due
to improved margins and efficiencies at Goldenmarc combined with a positive
contribution from Nu-Africa Comm Trading, as well as an improved performance
at Ferrengi.
Cash generated from operating activities within the trading and distribution
segment increased by 45,6% to R23,3 million (2009: R16,0 million), reflecting
a strong cash flow performance from Foodserv, together with a working capital
reduction at Goldenmarc.
Services division, including Interpark, Sterikleen, Levingers, Chattels,
Vital Distribution, Vital Fleet, Staffing Logistics and Delawood
The segmental revenue for the year increased by 8,4% to R345,0 million (2009:
R318,3 million), reflecting a mixed performance from underlying business
units.
Profit before interest and tax for the division was however flat at R38,2
million (2009: R38,2 million). Whilst most business units within this
division enjoyed improved profitability, particularly in the second half of
the financial year, profitability was significantly impacted by losses at
Delawood of R5,0 million (2009: R0,4 million).
Cash generated from operating activities within the services segment declined
by 6,9% to R39,2 million (2009: R42,1 million) largely as a result of
operating losses at Delawood.
Acquisitions and disposals
Subsequent to the year end the Group concluded the acquisition of 60% of JHI.
The terms of this transaction were set out in a SENS announcement dated 19
August 2010. Management of JHI acquired the remaining 40% shareholding. All
outstanding conditions precedent to the transaction were fulfilled on 14
September 2010. As an integral part of the financing of this acquisition, the
Group directly raised R30,0 million of third party senior debt on commercial
terms normally associated with funding of this nature.
During the year under review, the Fruti Flow and Nutribev operations were
disposed of by Sunkist in terms of a single transaction. This disposal was
funded by a term loan from Sunkist with fixed terms of repayment. As part of
the disposal, the Group has taken up a minority equity shareholding in a
company now operating the Fruti Flow and Nutribev operations. All of
Sunkist`s remaining operations were shut down.
Prospects
The Excellerate Group is now well positioned to benefit from the expected
improvement in the economic environment and recovery in consumer spending in
South Africa, with a focussed organic growth strategy across all of its
businesses. The year ahead is also expected to yield further benefits from
rationalisation measures already implemented during the 2010 financial year.
The finalisation of the acquisition of a majority shareholding in JHI, which
will be reported in earnings with effect from October 2010, is an exciting
development for the Group and together with the Group`s existing outsourced
services businesses provides a platform for strong future growth in the
property related services market.
Overall, the Group will continue to drive a culture of organic earnings
growth, cash generation from existing businesses, and expects 2011 to be
focussed on the integration of JHI, and the further definition of strategic
focus within the Group.
Dividend
Due to financial commitments made with respect to the acquisition of JHI, as
well as other expansion funding requirements, the Board has decided that
payment of a dividend would not be prudent at this time. This decision will
be reviewed at the interim reporting stage.
BASIS OF PREPARATION
These provisional condensed consolidated financial results for the year ended
30 June 2010 have been prepared in accordance with the recognition and
measurement criteria of Inernational Financial Reporting Standards ("IFRS"),
its interpretations adopted by the International Accounting Standards Board
("IASB"), the AC 500 standards as issued by the Accounting Practices Board or
its successor, the presentation as well as the disclosure requirements of IAS
34 - Interim Financial Reporting, the Listing Requirements of the JSE Limited
and in the manner required by the South African Companies Act.
The provisional condensed consolidated financial results are presented in
Rand rounded to the nearest thousand (R`000).
The accounting policies applied in the presentation of the provisional
financial results are consistent with those applied for the year ended 30
June 2009, with the exception of the adoption of the following new and
amended standards and interpretations, in response to changes to IFRS.
- IAS 1 - Presentation of financial statements
- IAS 23 - Borrowing costs
- IAS 32 - Financial instruments: Presentation
- IAS 39 - Financial Instruments: Recognition and measurement
- IFRS 2 - Amendments to IFRS 2 Share based payment - vesting conditions and
cancellations
- IFRS 3, IAS 27, IAS 28, IAS 31 and IAS 38 - Comprehensive revision on
applying the acquisition method affecting the following standards: Business
combinations, Consolidated and separate financial statements, Investments in
associates, Interest in joint ventures and intangible assets
- IFRS 5 - Non-current assets held for sale and Discontinued operations
- IFRS 7 - Financial instruments: Disclosure
Results for the comparative year have not been restated as the transitional
arrangements for IFRS 3 and IAS 27 are effective for business combinations
which have occurred on or after 1 July 2009.
The adoption of the new and amended standards and interpretations has had no
material effect on the results of the Group.
INDEPENDENT REVIEW
The provisional condensed consolidated statement of financial position at 30
June 2010 and the related condensed consolidated statements of comprehensive
income, changes in equity and cash flows for the year then ended have been
reviewed by the Group`s auditors, KPMG Inc. Their unmodified review report is
available for inspection at the registered office of Excellerate.
EVENTS AFTER REPORTING DATE
Other than the JHI transaction disclosed above, the directors are not aware
of any matter or circumstance arising since the end of the financial year,
not otherwise dealt with in the Group annual financial statements, which
significantly affects the financial position at 30 June 2010 or the results
of its operations or cash flows for the year then ended.
CHANGES TO THE BOARD
Mr Arnold Meyer was appointed to the Board of Directors of the Group with
effect from 25 November 2009. Mr Meyer has also been appointed as a member of
the Audit and Risk Committee.
Mr Harold Bloch passed away on Tuesday, 22 June 2010 after suffering from an
untimely and devastating illness. The Board wishes to express its
appreciation for Harold`s commitment and invaluable contribution to the Group
over the years.
In the context of working towards a Board composition as recommended by the
revised King Code and Report on Corporate Governance ("King III"), the Board
has accepted the resignations from the Board of Mr A Lipchin and Mr P Kramer
with effect from 13 May 2010. Messrs A Lipchin and P Kramer will continue to
serve as executive directors on the operational boards of other companies
within the Group.
On behalf of the Board
Gordon Hulley (CEO)
Sandton
30 September 2010
DIRECTORS
Gordon Hulley Chief Executive Officer
Athol Stewart Executive Director
James Wellsted Executive Director
Rudi Stumpf Non-Executive Director
Graham Davel Non-Executive Director
Clive Howell Non-Executive Director (alternate to Graham
Davel)
Michael Mohohlo Non-executive director, Independent
Arnold Meyer Non-executive director, Independent
SHARE TRANSFER SECRETARY
Computershare Investor Services (Proprietary) Limited
70 Marshall Street
Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Tel: (+27 11) 370 5000
Fax: (+27 11) 688 7721
COMPANY SECRETARY
ER Goodman Secretarial Services CC
(represented by E Goodman)
2nd Floor, Palm Grove, Grove City
196 Louis Botha Avenue
Houghton
Tel: (+27 11) 728 0742
Fax: (+27 11) 728 4226
email: ergoodmn@netactive.co.za
REGISTERED OFFICE
1st Floor
Atholl Square
Corner Katherine Street and Wierda Road East
Sandown, 2196
PO Box 785448, Sandton, 2146
Tel: (+27 11) 523 2980
Fax: (+27 11) 523 2990
email: info@excellerate.co.za
AUDITORS
KPMG Inc.
CORPORATE ADVISORS
Barnard Jacobs Mellet
Corporate Finance (Proprietary) Limited
SECTOR
Cyclical Services Sector
Under sub-sector: Business Support Services
BANKERS
Nedbank Limited
The Standard Bank of South Africa Limited
FirstRand Bank Limited
Website: www.excellerate.co.za
Date: 30/09/2010 15:02:01 Produced by the JSE SENS Department.
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