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ARQ
ARQ
ANQ - Anooraq Resources Corporation - Restated and amended condensed
consolidated interim financial statements three months ended 31 March 2011
Anooraq Resources Corporation
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
TSXV/JSE share code: ARQ
AMEX share code: ANO
ISIN: CA03633E1088
("Anooraq" or the "Company" or, together with its subsidiaries, the "Group")
RESTATED AND AMENDED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
THREE MONTHS ENDED 31 MARCH 2011
Anooraq announces restated and amended condensed consolidated financial results
for the three months ended 31 March 2011, as approved by the Board of Directors
on 30 March 2012. This announcement should be read with the Company`s Management
Discussion & Analysis, available at www.anooraqresources.com and filed on
www.sedar.com.
These financial statements have not been reviewed by the Company`s auditors
Restated and Amended Condensed Consolidated Interim Statements of Financial
Position
As at 31 March 2011
(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
Audited
Note 31 March 2011 31 December
2010
Assets (Restated
Note 11)
Non-current assets
Property, plant and equipment 4 927,539,804 984,906,533
Capital work-in-progress 5 15,799,588 10,311,973
Intangible assets 6 2,844,078 3,280,056
Mineral property interests 13,319,560 13,716,383
Goodwill 12,539,753 13,185,952
Platinum producers` environmental 2,741,796 2,862,075
trust
Other non-current assets 343,535 348,076
Total non-current assets 975,128,114 1,028,611,048
Current assets
Inventories 1,091,824 -
Trade and other receivables 22,187,527 36,190,110
Current tax receivable 155,244 163,244
Cash and cash equivalents 22,791,239 25,764,590
Restricted cash 1,308,623 1,377,263
Total current assets 47,534,457 63,495,207
Total assets 1,022,662,571 1,092,106,255
Equity and Liabilities
Equity
Share capital 71,967,083 71,852,588
Treasury shares (4,991,726) (4,991,726)
Convertible preference shares 162,910,000 162,910,000
Foreign currency translation reserve (9,172,007) (5,197,843)
Hedging reserve (2,296,909) (4,124,155)
Share-based payment reserve 22,967,793 22,032,571
Accumulated loss (182,163,874) (163,519,502)
Total equity attributable to equity 59,220,360 78,961,933
holders of the Group
Non-controlling interest 22,547,215 42,404,014
Total equity 81,767,575 121,365,947
Liabilities
Non-current liabilities
Loans and borrowings 7 712,892,706 622,534,699
Deferred taxation 190,321,641 208,805,557
Provisions 7,946,656 8,184,494
Derivative liability 3,077,556 4,969,563
Total non-current liabilities 914,238,559 844,494,313
Current liabilities
Trade and other payables 25,731,943 31,844,332
Short-term portion of loans and 924,494 94,401,663
borrowings
Total current liabilities 26,656,437 126,245,995
Total liabilities 940,894,996 970,740,308
Total equity and liabilities 1,022,662,571 1,092,106,255
Restated and Amended Condensed Consolidated Interim Statements of Comprehensive
Loss
For the period ended 31 March 2011
(Unaudited - Expressed in Canadian Dollars)
Note Three months ended 31
March
2011 2010
(Restated
Note 11)
Revenue 30,698,228 32,206,103
Cost of sales (47,551,555) (35,632,148)
Gross loss (16,853,327) (3,426,045)
Administrative expenses (4,305,118) (2,671,638)
Other income 50,291 85,423
Operating loss (21,108,154) (6,012,260)
Finance income 194,168 299,937
Finance expense (23,252,623) (10,260,006)
Net finance expense (23,058,455) (9,960,069)
Loss before income tax (44,166,609) (15,972,329)
Income tax 8,090,176 2,781,305
Loss for the period (36,076,433) (13,191,024)
Other comprehensive income/(loss)
Foreign currency translation (6,153,981) (4,643,329)
differences for foreign operations
Effective portion of changes in fair 1,593,447 (1,491,526)
value of cash flow hedges
Other comprehensive income/(loss) for (4,560,534) (6,134,855)
the period, net of income tax
Total comprehensive (loss) for the (40,636,967) (19,325,879)
period
Loss attributable to:
Owners of the Company (18,644,372) (6,997,907)
Non-controlling interest (17,432,061) (6,193,117)
Loss for the period (36,076,433) (13,191,024)
Total comprehensive loss attributable
to:
Owners of the Company (20,780,168) (11,223,842)
Non-controlling interest (19,856,799) (8,102,037)
Total comprehensive loss for the (40,636,967) (19,325,879)
period
Earnings per share
Basic and diluted loss per share (0.04) (0.02)
Restated and Amended Condensed Consolidated Interim Statement of Changes in
Equity
For the period ended 31 March 2011
(Unaudited - Expressed in Canadian Dollars)
Attributable to equity holders of the Company
Share Capital Treasury Convertible
Shares preference
shares
For the period ended 31
March 2010
Balance at 1 January 71,713,114 (4,991,726) 162,910,000
2010
Total comprehensive
income/(loss) for the
period
Loss for the period - - -
Other comprehensive
income/(loss)
Foreign currency - - -
translation differences
Effective portion of - - -
changes in fair value of
cash flow hedges,
net of tax
Total other - - -
comprehensive
income/(loss)
Total comprehensive - - -
income/(loss) for the
period
Transactions with
owners, recorded
directly in equity
Contributions by and
distributions to owners
Share-based payment 63,400 - -
transactions
Total contributions by 63,400 - -
and distributions to
owners
Balance at 31 March 2010 71,776,514 (4,991,726) 162,910,000
For the period ended 31
March 2011
Balance at 1 January 71,852,588 (4,991,726) 162,910,000
2011
Total comprehensive
income/(loss) for the
period
Loss for the period - - -
Other comprehensive
income/(loss)
Foreign currency - - -
translation differences
Effective portion of - - -
changes in fair value of
cash flow hedges,
net of tax
Total other - - -
comprehensive
income/(loss)
Total comprehensive - - -
income/(loss) for the
period
Transactions with
owners, recorded
directly in equity
Contributions by and
distributions to owners
Common shares issued 114,495 - -
Share-based payment - - -
transactions
Total contributions by 114,495 - -
and distributions to
owners
Balance at 31 March 2010 71,967,083 (4,991,726) 162,910,000
Restated and Amended Condensed Consolidated Interim Statement of Changes in
Equity
For the period ended 31 March 2011 (Continued)
(Unaudited - Expressed in Canadian Dollars)
Attributable to equity holders of the Company
Foreign Share-based Hedging
currency payment reserve
translation reserve
reserve
(Restated (Restated Note
Note 11) 11)
For the period ended 31
March 2010
Balance at 1 January (9,390,899) 19,770,786 (731,293)
2010
Total comprehensive
income/(loss) for the
period
Loss for the period - - -
Other comprehensive
income/(loss)
Foreign currency (2,751,428) - 17,019
translation differences
Effective portion of - - (1,491,526)
changes in fair value of
cash flow hedges,
net of tax
Total other (2,751,428) - (1,474,507)
comprehensive
income/(loss)
Total comprehensive (2,751,428) - (1,474,507)
income/(loss) for the
period
Transactions with
owners, recorded
directly in equity
Contributions by and
distributions to owners
Share-based payment - 472,540 -
transactions
Total contributions by - 472,540 -
and distributions to
owners
Balance at 31 March 2010 (12,142,327) 20,243,326 (2,205,800)
For the period ended 31
March 2011
Balance at 1 January (5,197,843) 22,032,571 (4,124,155)
2011
Total comprehensive
income/(loss) for the
period
Loss for the period - - -
Other comprehensive
income/(loss)
Foreign currency (3,974,164) 11,122 233,799
translation differences
Effective portion of - - 1,593,447
changes in fair value of
cash flow hedges,
net of tax
Total other (3,974,164) 11,122 1,827,246
comprehensive
income/(loss)
Total comprehensive (3,974,164) 11,122 1,827,246
income/(loss) for the
period
Transactions with
owners, recorded
directly in equity
Contributions by and
distributions to owners
Common shares issued - (51,495) -
Share-based payment - 975,595 -
transactions
Total contributions by - 924,100 -
and distributions to
owners
Balance at 31 March 2010 (9,172,007) 22,967,793 (2,296,909)
Restated and Amended Condensed Consolidated Interim Statement of Changes in
Equity
For the period ended 31 March 2011 (Continued)
(Unaudited - Expressed in Canadian Dollars)
Attributable to equity holders of the
Company
Accumulated Total Non- Total
loss controlling
interest
(Restated (Restated (Restated (Restated
Note 11) Note 11) Note 11) Note 11)
For the period
ended 31 March
2010
Balance at 1 (111,798,092) 127,481,890 82,025,730 209,507,620
January 2010
Total
comprehensive
income/(loss)
for the period
Loss for the (6,997,907) (6,997,907) (6,193,117) (13,191,024)
period
Other
comprehensive
income/(loss)
Foreign - (2,734,409) (1,908,920) (4,643,329)
currency
translation
differences
Effective - (1,491,526) - (1,491,526)
portion of
changes in
fair value of
cash flow
hedges, net of
tax
Total other - (4,225,935) (1,908,920) (6,134,855)
comprehensive
income/(loss)
Total (6,997,907) (11,223,842) (8,102,037) (19,325,879)
comprehensive
income/(loss)
for the period
Transactions
with owners,
recorded
directly in
equity
Contributions
by and
distributions
to owners
Share-based - 535,940 - 535,940
payment
transactions
Total - 535,940 - 535,940
contributions
by and
distributions
to owners
Balance at 31 (118,795,999) 116,793,988 73,923,693 190,717,681
March 2010
For the period
ended 31 March
2011
Balance at 1 (163,519,502) 78,961,933 42,404,014 121,365,947
January 2011
Total
comprehensive
income/(loss)
for the period
Loss for the (18,644,372) (18,644,372) (17,432,061) (36,076,433)
period
Other
comprehensive
income/(loss)
Foreign - (3,729,243) (2,424,738) (6,153,981)
currency
translation
differences
Effective - 1,593,447 - 1,593,447
portion of
changes in
fair value of
cash flow
hedges, net of
tax
Total other - (2,135,796) (2,424,738) (4,560,534)
comprehensive
income/(loss)
Total (18,644,372) (20,780,168) (19,856,799) (40,636,967)
comprehensive
income/(loss)
for the period
Transactions
with owners,
recorded
directly in
equity
Contributions
by and
distributions
to owners
Common shares - 63,000 - 63,000
issued
Share-based - 975,595 - 975,595
payment
transactions
Total - 1,038,595 - 1,038,595
contributions
by and
distributions
to owners
Balance at 31 (182,163,874) 59,220,360 22,547,215 81,767,575
March 2010
Condensed Consolidated Interim Statements of Cash Flows
For the period ended 31 March 2011
(Unaudited - Expressed in Canadian Dollars)
Note Three months ended 31 March
2011 2010
Cash flows from operating
activities
Cash utilised by operations 8 (1,793,405) (3,512,684)
Interest received 144,881 260,250
Interest paid (525,310) (12,858)
Taxation paid - (299,394)
Cash utilised by operating (2,173,834) (3,564,686)
activities
Cash flows from investing
activities
Additions to property, plant and (1,240,460) -
equipment
Additions to capital work-in- (6,534,092) (4,234,881)
progress
Cash utilised from investing (7,774,552) (4,234,881)
activities
Cash flows from financing
activities
Borrowings raised - OCSF 8,259,203 5,504,485
Common shares issued 63,000 25,800
Cash generated from financing 8,322,203 5,530,285
activities
Effect of foreign currency (1,347,168) (645,748)
translation
Net decrease in cash and cash (2,973,351) (2,915,030)
equivalents
Cash and cash equivalents, 25,764,590 30,947,511
beginning of period
Cash and cash equivalents, end of 22,791,239 28,032,481
period
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended 31 March 2011
(Unaudited - Expressed in Canadian Dollars)
1. REPORTING ENTITY
Anooraq Resources Corporation (the "Company" or "Anooraq") is incorporated
in the Province of British Columbia, Canada. The condensed consolidated
interim financial statements of the Company as at and for the three months
ended 31 March 2011 comprise the Company and its subsidiaries (together
referred to as the "Group" and individually as "Group entities") and the
Group`s interests in associates and jointly controlled entities.
2. STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting. They do not
include all of the information required for full annual financial
statements, and should be read in conjunction with the consolidated
financial statements of the Group as at and for the year ended 31 December
2010. The consolidated financial statements of the Group as at and for the
year ended 31 December 2010 are available upon request from the Company`s
registered office at 82 Grayston Drive, Sandton, South Africa or at
www.sedar.com.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed
consolidated interim financial statements are the same as those applied by
the Group in its consolidated financial statements as at and for the year
ended 31 December 2010, except for the following standards and
interpretations adopted in the current financial year:
- IAS 24 (revised), Related Party Disclosures
- IFRIC 19, Extinguishing Financial liabilities with Equity instruments
- Amendments to IFRS 2, Share-based payments: vesting conditions and
cancellations
- Amendments to IAS 32 Financial Instruments: Presentation -
Classification of Rights Issues
- Various improvements to IFRS 2010
There was no significant impact on these condensed consolidated interim
financial statements as a result of adopting these standards and
interpretations.
Standards and interpretations issued but not yet effective and applicable
to the Group:
- IFRS 9, Financial Instruments
4. PROPERTY, PLANT AND EQUIPMENT (RESTATED NOTE 11)
Three months Year ended
ended 31 31 December
March
2011 2010
Summary
Cost
Balance at beginning of period 1,032,647,854 707,131,018
Additions 1,240,460 494,095
Transferred from capital work-in-progress 1,085,240 260,839,548
Disposals - (544,766)
Adjustment to rehabilitation assets - 144,952
Effect of translation (50,560,332) 64,583,007
Balance at end of period 984,413,222 1,032,647,854
Accumulated depreciation
Balance beginning of period 47,741,321 13,737,282
Depreciation for the period 11,248,056 31,397,522
Disposals - (499,587)
Effect of translation (2,115,959) 3,106,104
Balance at end of period 56,873,418 47,741,321
Carrying value (#) 984,906,533
927,539,804
(#) Refer to note 11 regarding the restatement of the three months ended
results.
5. CAPITAL WORK-IN-PROGRESS
Capital work-in-progress consists of mine development and infrastructure
costs relating to the Bokoni mine and will be transferred to property,
plant and equipment when the relevant projects are commissioned.
Three Year ended 31
months December
ended 31
March
2011 2010
Balance at beginning of period 10,311,973 235,838,915
Additions 6,534,092 28,193,472
Transfer to property, plant and equipment (1,085,240) (260,839,548)
Capitalisation of borrowing costs 427,263 8,271,379
Impairment - (345,123)
Effect of translation (388,500) (807,122)
Balance at end of period 15,799,588 10,311,973
Capital work-in-progress is funded through cash generated from operations and
available loan facilities.
6. INTANGIBLE ASSETS
Cost
Balance at beginning of period 3,473,000 -
Additions - 3,328,100
Effect of translation (170,200) 144,900
Balance at end of period 3,302,800 3,473,000
Accumulated amortisation and impairment
losses
Balance beginning of period 192,944 -
Amortisation for the period 269,867 180,039
Effect of translation (4,089) 12,905
Balance at end of period 458,722 192,944
Carrying value 2,844,078 3,280,056
7. LOANS AND BORROWINGS (RESTATED NOTE 11)
31 March 31 December
2011 2010
Senior Term Loan Facility 91,916,854 93,412,907
Capitalised transaction costs (4,024,976) (4,251,970)
Redeemable "A" preference shares (related 410,735,938 418,050,018
party)
Rustenburg Platinum Mines - Funding loans 87,940,570 89,370,192
(related party)
Rustenburg Platinum Mines - OCSF (related 118,566,234 111,208,925
party)
Rustenburg Platinum Mines - Interest free 4,151,626 4,365,567
loan (related party)
Rustenburg Platinum Mines - commitment fees 1,198,303 1,122,854
(related party)
Other 3,332,651 3,657,869
713,817,200 716,936,362
Short-term portion
Senior Term Loan Facility - (93,412,907)
Other (924,494) (988,756)
(924,494) (94,401,663)
Non-current liabilities (#) 622,534,699
712,892,706
The carrying value of the Group`s loans and borrowings changed during the year
as follows:
Three months Year ended
ended 31 31 December
March
2011 2010
Balance at beginning of the year 716,936,362 555,509,417
Rustenburg Platinum Mine - OCSF 8,259,203 39,043,300
Rustenburg Platinum Mine - Interest - 599,442
free loan
Loans repaid (246,930) (590,537)
Commitment fee capitalised (127,941) (640,086)
Finance expenses accrued 23,366,497 74,436,897
Amortisation of loan costs 18,256 631,929
Commitment fee liability 127,941 640,086
Interest rate swap adjustment (10,622) (354,093)
Other - 3,328,100
Effect of translation (34,505,566) 44,331,907
Balance at end of the period 713,817,200 716,936,362
Short-term portion
Senior Term Loan Facility - (93,412,907)
Other (924,494) (988,756)
(924,494) (94,401,663)
Non-current portion (#) 622,534,699
712,892,706
Due to the waiver of the covenants on the Senior Term Loan Facility ay 31
December 2010, there is no breach applicable to the loan at 31 March 2011
and as a result, the loan is classified as non-current. Refer note 10 for
details regarding the refinancing of the Group`s loans and borrowings
subsequent to 31 March 2011.
(#) Refer to note 11 regarding the restatement of the three months ended
results.
8. CASH USED BY OPERATIONS (RESTATED NOTE 11)
Three months ended 31 March
2011 2010
Loss before income tax (#) (44,166,609) (15,972,329)
Adjustments for:
Finance expense (#) 23,252,623 10,260,006
Finance income (194,168) (299,937)
Items not involving cash:
Depreciation and amortization (#) 11,517,923 6,057,518
Equity settled share-based (#) 975,595 510,140
compensation
Derivative gain (33,498) (99,581)
Cash utilised before working capital (8,648,134) 455,817
changes
Working capital changes
Decrease in trade and other 12,015,638 1,057,186
receivables
Decrease in trade and other payables (4,090,374) (3,946,500)
Increase in inventories (1,070,535) (1,079,187)
Cash utilised by operations (1,793,405) (3,512,684)
(#) Refer to note 11 regarding the restatement of the three months ended
results.
9. SEGMENT INFORMATION (RESTATED NOTE 11)
The Group has two reportable segments as described below. These segments
are managed separately based on the nature of operations. For each of the
segments, the Group`s CEO reviews internal management reports monthly. The
following summary describes the operations in each of the Group`s
reportable segments:
Bokoni Mine - Mining of PGM`s.
Projects - Mining exploration in Boikgantsho, Kwanda, and Ga-Phasha
exploration projects.
The majority of operations and functions are performed in South Africa. An
insignificant portion of administrative functions are performed in the
Company`s country of domicile.
31 March 2011
Bokoni Mine Projects Total Note
EBITDA (8,456,696) (284,576) (8,741,272) (i)
Total 1,027,040,599 11,016,290 1,038,056,889 (ii)
Assets
31 March 2010
Bokoni Mine Projects Total Note
EBITDA 813,331 (19,135) 794,196 (i)
Total 994,113,957 11,664,703 1,005,778,660 (ii)
Assets
(i)EBITDA
EBITDA for reportable (8,741,272) 794,196
segments
Net finance expense (23,058,455) (9,960,069)
Depreciation and (11,517,923) (6,057,518)
amortisation
Corporate and consolidation (848,959) (748,938)
adjustments
Consolidated loss before (#) (44,166,609) (15,972,329)
income tax
(ii)Total assets
Assets for reportable 1,038,056,889 1,005,778,660
segments
Corporate and consolidation (15,394,318) (10,205,730)
adjustments
Consolidated assets (#) 1,022,662,571 995,572,930
(#) Refer to note 11 regarding the restatement of the three months ended
results.
10. SUBSEQUENT EVENTS
Senior Term Loan Facility
Subsequent to 31 March 2011, the Senior Term Loan Facility lenders
(Standard Chartered Bank and FirstRand Bank acting through its division,
Rand Merchant Bank ("RMB")), have agreed with Plateau Resources
(Proprietary) Limited and Anglo Platinum Limited ("Anglo"), for Anglo`s
subsidiary, Rustenburg Platinum Mines Limited ("RPM") to acquire the
outstanding amounts from the Senior lenders in full on 28 April 2011, as
Anglo has indicated that it will be willing to provide funding on more
flexible terms and conditions and with more acceptable pricing going
forward. The outstanding amount acquired by RPM is $96.1 million (ZAR 669
million) including the interest rate swap of $3.7 million (ZAR 25.7
million).
The restated and amended condensed consolidated interim financial
statements for the respective periods ended 30 June 2011 and 30 September
2011 as well as the audited annual financial statements for the year ended
31 December 2011 were approved on the same date as these restated and
amended condensed consolidated interim financial statements. The audited
annual financial statements for the year ended 31 December 2011 should be
referred to for a better understanding of the financial position of the
company.
11. RESTATEMENT OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE
THREE MONTHS ENDED 31 MARCH 2011
Subsequent to the 13 May 2011 issuance of the unaudited interim condensed
consolidated financial statements for the three months ended 31 March 2011,
on 30 March 2012 the Company announced that during its 2011 financial year-
end closing procedures management had identified certain non material
adjustments which had led to the understatement of its loss for the three
months ended 31 March 2011. As a result, the following adjustments were
identified that affected the Company`s reported results for the three month
period ended 31 March 2011.
The Company determined that depreciation on property, plant and equipment
was incorrectly calculated as a portion of inferred resources relating to a
UG2 ramp up project at Bokoni, which was subsequently suspended, was
inadvertently included in the units of production calculation.
Consequently, adjustments to increase cost of sales were recorded. Refer to
table below for actual adjusted amount.
In addition, the Company determined that based on a correct interpretation
of the Bokoni Platinum Mine ESOP Trust Deed, it should account for the
share-based payment implications arising from such Bokoni Platinum Mine
ESOP Trust, a consolidated SPE, which had not previously been accounted
for. An adjustment to increase administrative expenses was recorded. Refer
to table below for actual adjusted amount.
Finally, interest on the A Preference shares was erroneously calculated on
a simple interest basis as opposed to on a compounded interest basis. This
required an adjustment to increase finance expenses. Refer to table below
for actual adjusted amount.
The abovementioned adjustments did not impact the annual consolidated
financial statements of Anooraq for the years ended 31 December 2010 and
2009.
The impact of the correction was as follows:
Statement of financial position at 31 March 2011
As previously Correction As restated
reported
Property, plant and 928,881,772 (1,341,968) 927,539,804
equipment
Total assets 1,024,004,539 (1,341,968) 1,022,662,571
Share-based payment 22,397,391 570,402 22,967,793
reserve
Accumulated loss (180,137,265) (2,026,609) (182,163,874)
Total equity 85,939,910 (4,172,335) 81,767,575
Loans and borrowings 709,686,588 3,206,118 712,892,706
Total liabilities 938,064,629 2,830,367 940,894,996
Statement of comprehensive loss for the three months ended 31 March 2011
As previously Correction As restated
reported
Cost of sales (46,235,753) (1,315,802) (47,551,555)
Gross loss (15,537,525) (1,315,802) (16,853,327)
Operating loss (19,233,072) (1,875,082) (21,108,154)
Finance expense (20,109,020) (3,143,603) (23,252,623)
Loss for the period (31,426,172) (4,650,261) (36,076,433)
Total comprehensive (35,905,352) (4,731,615) (40,636,967)
loss for the period
Basic loss per share (0.04) - (0.04)
The restatement did not impact the statement of cash flows.
Johannesburg
(30) March 2012
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Issued on behalf of Anooraq Resources Corporation
On behalf of Anooraq
Joel Kesler
Executive: Corporate Development
Office: +27 11 779 6800
Mobile: +27 82 454 5556
Russell and Associates
Nicola Taylor
Office: +27 11 880 3924
Mobile: +27 82 927 8957
Macquarie First South Capital
Annerie Britz/ Yvette Labuschagne/ Melanie de Nysschen
Office: +27 11 583 2000
Date: 30/03/2012 15:04:01 Produced by the JSE SENS Department.
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