Final Results

RNS Number : 1207U
Braemar Group PLC
18 June 2009
 



Braemar Group plc

18 June 2009


AUDITED FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2009


CHAIRMAN'S STATEMENT


I am pleased to report that the Group has made good progress in the year ended 31 March 2009, increasing the value of funds and properties under management, with the consequential increase in recurring fee income.


Financial Overview

Group revenue for the year ended 31 March 2009 was £2,610,000 (2008: £1,264,000). Divisional turnover for the year is made up of £1,513,000 from corporate finance and fund management ('Braemar Securities') (2008: £776,000), £1,080,000 from property management ('Braemar Estates') (2008: £475,000) and £17,000 from property investment and trading (2008: £13,000).  


The increase in revenue of the two principal divisions, excluding property investment and trading, represents a doubling of revenue in the Group's core businesses and has more than doubled the Group's gross profit to £1,688,000 (2008: £819,000).  Crucially this increase has been based on the growth of recurring income to £915,000 (2008: £343,000), which represents some 50% of administrative expenses (2008: 26%). 


The loss before tax for the year from continuing operations of £180,000 (2008: £439,000 loss) reflects delays in the launch of planned investment products, £42,000 abort costs from the cancellation of the launch of the planned Solar Park Cell, and the deferral of property investments by our Coronation funds as a result of the uncertainty in the property market, with the resultant deferral of revenue.  


Cash balances at the year-end were £206,000 (2008: £289,000), and total equity at the year-end amounted to £2,545,000 (2008: £2,738,000).


Business Review


Strategy

Our strategy remains that of developing our property fund management business, backed by the continued development of our support services in corporate finance and residential property management. The medium-term aim of the Group is to ensure that recurring income is sufficient to cover all administrative costs.


Braemar Securities

We have further diversified our range of funds to include Agricultural Land, Student Accommodation and Ground Rents, the latter being launched early in the new financial year. All three funds take the form of Guernsey registered Open Ended Investment Companies (OEICs). This move, to list funds on the Channel Islands Stock Exchange, has increased our funds under management markedly during the last year. The funds under management in our three OEICs amounted to some £18 million at 31 May 2009 and each one remains open for subscription on the monthly dealing date.  Income is derived from these funds through a blend of initial and recurring annual management fees. 

These investment products, which we have launched as public funds with unit prices quoted by many financial information providers and in national newspapers, are proving attractive to IFAs and other advisors who promote on our behalf. Momentum has gained throughout the last 12 months, especially since the launch of our Student Accommodation OEIC, which has reported an increase in net assets per share of 26% since inception in November 2008.  

Braemar UK Agricultural Land plc completed the purchase of its first farm in October 2008 and, on June 2009, published a prospectus and admission document to raise up to £20 million, by way of an offer for subscription and introduction to AIM, which closes on 22 July 2009.  

Braemar Estates

Our property management division, now responsible for the management of approximately £250m of assets, representing some 2,500 apartments, has proved resilient during the wider property downturn, particularly as our activities are limited to the management or refurbishment of assets we own, assets in funds we manage and third party owned freeholds. 

Growth in this business during the year was buoyed towards the end of the year with the acquisition of Manchester Ground Rent Company Limited (MGRC), for a cash consideration of £107,000 and the assumption of MGRC's debt of £315,000. MGRC owns the long leasehold of Castlegate, a block of 84 apartments in Castlefield, Manchester. As long leaseholder, MGRC is entitled to receive ground rents amounting to approximately £25,200 per annum, is responsible for arranging the insurance of the building and collects service charges out of which it pays the maintenance costs of the common parts.

Current trading and prospects


The Directors are pleased that the above achievements are providing a more stable footing for the Group. The growth in revenue, coupled with a more balanced income profile throughout the year, and the increase in recurring income has strengthened the Group's financial position.  


The new financial year has started with the launch of the Ground Rents OEIC and further fund raising for the farming business, Braemar UK Agricultural Land plc. If the flotation on AIM of the farming business is successful, the outcome of which is expected to be known by the end of July 2009, the Group will benefit from the initial commission on funds raised and a recurring annual administration fee. The Group also holds warrants to subscribe for equity in the company.  


The Directors continue to explore the possibility of creating funds for other property assets, but expect the focus of the current year to be on building the size of each existing fund to gain the benefit of economies of scale on the performance of both the Group and each fund.



Martin Robinson

Chairman

18 June 2009

  CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2009




Year ended

31 March 2009

Year ended

31 March 2008



£'000

£'000

Revenue 




Existing operations 

3

2,610

1,170

Acquisitions

16

-

94





Cost of sales


(922)

(445)





Gross profit


1,688

819

Fair value adjustments to investment properties

15

(28)

82

Administration expenses


(1,840)

(1,340)

Operating (loss)/profit from continuing operations




Existing operations 


(180)

(443)

Acquisitions


-

4



(180)

(439)

Investment income

8

29

42

Finance costs

9

(59)

(53)

Loss before taxation


(210)

(450)

Income tax income/(expense)

10

8

(23)

Loss for the year from continuing operations


(202)

(473)

Loss for the year from discontinued operations


-

(471)

Loss for the year attributable to equity holders of parent


(202)

(944)

Loss per share - basic and diluted




from continuing operations 

11

0.12p

0.31p

from discontinued operations

11

-

0.31p

from continuing and discontinued operations

11

0.12p

0.62p





CONSOLIDATED BALANCE SHEET AT 31 MARCH 2009



31 March 2009

31 March 2008


Notes

£'000

£'000





Non-current assets




Goodwill

12

2,736

2,694

Other intangible assets

13

99

101

Property, plant and equipment

14

141

183

Investment properties

15

607

225

Held-to-maturity investments

17

59

18

Other financial assets

18

67

37

Available-for-sale investments

19

8

32



3,717

3,290


Current assets




Trade and other receivables

20

327

1,919

Cash and cash equivalents

22

206

289



533

2,208





Total assets


4,250

5,498





Equity and liabilities




Issued capital

26

1,638

1,638

Share premium

28

2,945

2,945

Accumulated loss

28

(2,038)

(1,845)

Total equity


2,545

2,738


Non-current liabilities




Interest bearing loans and borrowings

23

533

225

Obligations under finance leases

23

11

29

Deferred tax

24

40

23



584

277


Current liabilities




Trade and other payables

25

587

1,949

Interest bearing loans and borrowings

23

512

512

Obligations under finance leases

23

22

22



1,121

2,483





Total liabilities


1,705

2,760





Total equity and liabilities


4,250

5,498



The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 18 June 2009.


  W M Robinson                       J S Murphy

  Chairman                                 Director


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 
31 MARCH 200
9



Year ended

31 March 2009

Year ended

31 March 2008


Notes

£'000

£'000

Cash absorbed by operations

21

(195)

(878)

Income taxes paid


-

-

Interest paid


(24)

(45)





Net cash outflow from operating activities


(219)

(923)





Cash flows from investing activities




Interest received


29

41

Purchase of property, plant and equipment


(27)

(186)

Purchase of held-to-maturity investments


(41)

(14)

Purchase of investment property


-

(1)

Acquisition of subsidiary


(107)

(589)

Net cash used in investing activities


(146)

(749)





Cash flows from financing activities




Proceeds from issue of share capital


-

1,312

Transaction costs of issue of share capital


-

(16)

Proceeds from borrowings


308

283

Repayment of borrowings


(26)

(385)

Net cash from financing activities


282

1,194





Net reduction in cash and cash equivalents


(83)

(478)

Cash and cash equivalents at 1 April


289

767

Cash and cash equivalents at 31 March

22

206

289





CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR THE YEAR ENDED 31 MARCH 2009



Year ended

31 March 2009

Year ended

31 March 2008


£'000

£'000


Losses on available-for-sale investments taken to equity


(3)


(80)

Expense recognised directly in equity

(3)

(80)

Loss for the period 

(202)

(944)

Total recognised income and expense for the period 

(205)

(1,024)


1.    Basis of preparation

The Group's financial statements for the year ended 31 March 2009 have been prepared in accordance with IFRS as adopted by the European Union, and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS.  

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that effect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed in note 2.

The parent company financial statements have been prepared under UK GAAP and have been presented separately at the end of the report.

1.1    IFRS's effective in 2008/9 but not relevant

The following interpretations were mandatory for the Group's accounting period, but not relevant to the operations of the Group:

  • IFRIC 12 Service concession arrangements

  • IFRIC 14 (IAS 19) The limit on a defined benefit asset, minimum funding requirements and their interaction

  • IAS 39 and IFRS 7 (amendment) Reclassification of financial instruments


1.2    EU adopted IFRS not yet applied


It is not expected that adoption of standards or interpretations which have been issued by the International Accounting Standards Board but have not been adopted will have a material impact on the financial statements.

The Group intends to apply these standards and interpretations when they become effective.


2.    Accounting policies

The principal accounting policies adopted by the Group are as follows:

2.1    Basis of consolidation

The consolidated income statement and balance sheet includes the financial statements of the Company and its subsidiary undertakings made up to 31 March 2009. The results of subsidiaries sold or acquired are included in the income statement up to, or from, the date control passes. Intra-group revenue and profits are eliminated fully on consolidation.

2.2    Revenue recognition

The revenue shown in the consolidated income statement comprises gross sale proceeds of trading properties, gross rentals, commissions and sundry income and the invoiced value of goods and services supplied by the Group net of VAT. Where amounts are due conditional on the successful completion of fund-raising for an investment vehicle revenue is recognised where, in the opinion of the Directors, there is a reasonable certainty that sufficient funds have been raised to enable the successful operation of that investment vehicle. Amounts due on an annual basis for the management of third party investment vehicles are recognised on a time apportioned basis. 

2.3    Business combinations

Acquisitions are accounted for using the purchase method as required by IFRS 3 Business Combinations.

2.4    Taxation

Current tax, including UK corporation tax, is provided on any amounts expected to be paid (or recovered) using tax rates and laws that have been enacted by the balance sheet date.

Deferred tax is provided in full in respect of taxation deferred by temporary differences between the treatment of certain items for taxation and accounting purposes. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. 

  2.5    Goodwill

Goodwill arising on the acquisition of subsidiary undertakings or businesses, representing any excess of fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is recognised as an asset. Goodwill is reviewed for impairment at least annually and any impairment is to be recognised in the income statement and is not subsequently reversed. Goodwill is carried at cost less accumulated impairment losses.

2.6    Intangible assets

In accordance with IFRS 3 Business Combinations, an intangible asset acquired in a business combination is deemed to have a cost to the Group of its fair value at the acquisition date. The fair value of the intangible asset reflects the probability that the future economic benefits embodied in the asset will flow to the Group.  Intangible assets are tested for impairment on an annual basis.  Separately identifiable intangible assets are recognised at their fair value and amortised over their useful economic lives as follows:

Customer contracts - 5 years

Software - 4 years

2.7    Property, plant and equipment 

Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment. Depreciation is calculated to write down the cost of assets to their estimated residual values of each asset over their estimated useful economic on a straight line basis, as follows:

Long leasehold property

50 years

Short leasehold improvements

Term of lease

Fixtures, fittings and office equipment 

4 years

Motor vehicles

4 years

2.8    Investment properties 

Investment property comprises non-owner occupied buildings held to earn rentals and for capital appreciation. Investment property is carried at fair value and is restated at each balance sheet date. Changes in fair values are recognised in the income statement in the period in which the change arises.  

2.9    Financial instruments

The Group classifies financial instruments, or their component parts, on intial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial instruments are recognised on the balance sheet at fair value when the Group becomes a party to the contractual provisions of the instrument.

2.10    Held-to-maturity investments

Held-to-maturity investments are measured at amortised cost.

2.11    Other financial assets

Other financial assets are recognised at their fair value. Movement in fair values are taken directly to the income statement.

2.12    Available for sale investments

Subsequent to initial recognition movements in the fair value of available for sale investments are taken directly to equity.  Fair values are based on prices quoted in an active market if such a market is available. If an active market is not available, the Group establishes the financial instrument's fair value by using a valuation technique, mainly discounted cash flow analysis. Available for sale investments are reviewed for impairment on an annual basis by the Directors with particular emphasis on factors such as the published forecasts or expectations for the investment or any indication of the risk of restricted realisations. Any impairment loss is taken direct to the income statement to the extent that it reflects the difference between acquisition cost and fair value, with the balance taken direct to equity. 

  2.13    Trade receivables

Trade and other receivables are stated at their original invoiced value, as the interest that would be recognised from discounting future cash receipts over the short credit period is not considered to be material. Trade receivables are reduced by appropriate allowances for estimated irrecoverable amounts.

2.14    Trade payables

Trade and other payables are stated at their original invoiced value, as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material. 

2.15    Interest-bearing borrowings

Interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest rate basis.

2.16    Carried interest receivable

The Group earns a performance fee ('carried interest receivable') on funds it manages on behalf of its investors. Carried interest receivable is recognised where, at the balance sheet date, the performance criteria have been met based on the valuations of the funds. Carried interest that has been earned, but where the amounts are not yet due for payment, is discounted to its present value.

2.17    Leasing and hire purchase

Assets obtained under hire purchase contracts and finance leases are capitalised as property, plant and equipment and are depreciated over their useful economic lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the income statement so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.18    Operating leases    

Rentals under operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged on a straight line basis over the lease term.

2.19    Pensions    

The Group operates a defined contribution pension scheme and the pension costs charged against profits represent the amount of contributions payable to the scheme in the year. Differences between contributions payable and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

2.20    Holiday pay    

The Group recognises an asset or liability for holiday pay obligations at the balance sheet date. Movements in the period are taken to the income statement.

2.21    Share based payments    

The Group issues equity-settled share-based payments to certain employees (including Directors) and suppliers.  The fair value of the services received from suppliers is recognised as a charge.  Equity-settled share-based payments are measured at fair value at the grant date. The fair value determined at the grant date of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the Group's estimate of the shares that will eventually vest.

Fair value is determined using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

  Critical accounting policies and key sources of uncertainty

Estimates and accounting judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The preparation of financial statements under IFRS requires management to make assumptions and estimates about future events. The resulting accounting estimates will, by definition, differ from the actual results. The following judgments, estimates and assumptions have been made in preparing the financial statements.

Impairment of goodwill - determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The selection of the discount rate applied is a subjective judgment and a 1% movement in the discount rate applied would represent approximately a £115,000 movement in the fair value assessment for the goodwill arising from the acquisition of The Braemar Group Limited, approximately a £36,000 movement in the fair value assessment for the goodwill arising from the acquisition of the block management business of Main & Main (Developments) Limited and approximately a £2,000 movement in the fair value assessment for the goodwill arising from the acquisition of The Manchester Ground Rent Company Limited.  

Intangible assets - values calculated in respect of customer contracts and relationships, in assessing the fair values of consideration for acquisitions, are subject to assumptions on client retention rates and the estimated future cash flows expected to arise from these contracts and relationships and a suitable discount rate in order to calculate present value. The rate of amortisation applied to these intangible assets requires an estimate of the likely duration of the economic benefits to flow from these contracts and relationships. The duration requires a subjective judgment and a movement in the number of years applied by a single year would have an impact on the valuation of approximately £10,000.  

Discontinued operations - the classification of a discontinued operation requires an assessment of whether the terminated activities represented a material change in the nature and focus of the business and the business activities represented a material and distinguishable area of activity.  

Share option charges - the calculation of the share option charge requires an estimate of the expected life of share options, volatility of shares, risk free yield rate to maturity and expected dividend yield.

Investment property valuation - the estimated fair value of the Harrogate investment property held by the Group as at 31 March 2009 has been based on the value of the income stream arising from the property using a theoretical yield to a potential acquirer that reflects current market conditions. This yield assumption includes an element of subjective judgment and a 1% movement in the yield assumption would account for approximately a £25,000 movement in the valuation. 

Classification of Convertible Loan Notes - the Convertible Loan Notes are classified as a debt instrument as at the date of issue it was expected that the loans would be held until the full-term of the loan agreement and then repaid in full by the Group. An alternative assessment would require an apportionment of the amounts owed between equity and debt, which given the materiality of the amounts owed (£608,000 at 31 March 2009) could have a significant impact on the presentation of the financial statements. There would be no impact on the income statement.

  

3.    Segmental reporting


Securities

Estates

Property investment and trading

Consolidated


2009

£'000

2008

£'000

2009

£'000

2008

£'000

2009

£'000

2008

£'000

2009

£'000

2008

£'000

Revenue

1,513

776

1,080

475

17

13

2,610

1,264

Segment result (EBITDA)

318

37

(73)

115

(11)

75

234

227

Central costs







(357)

(635)

EBITDA







(123)

(408)

Depreciation and amortisation







(57)

(31)

Operating loss







(180)

(439)

Finance income







29

42

Finance expense







(59)

(53)

Loss before tax from continuing operations







(210)

(450)

Discontinued operations







-

(471)

Loss before tax







(210)

(921)


There is no inter-group revenue between the segments recorded in the year.


Securities

Estates

Property investment and trading

Consolidated


2009

£'000

2008

£'000

2009

£'000

2008

£'000

2009

£'000

2008

£'000

2009

£'000

2008

£'000

Segment assets

3,491

4,282

1,488

1,339

810

225

5,789

5,846

Unallocated corporate assets







308

380

Consolidation adjustments







(1,847)

(728)

Consolidated total assets







4,250

5,498



Securities

Estates

Property investment and trading

Consolidated


2009

£'000

2008

£'000

2009

£'000

2008

£'000

2009

£'000

2008

£'000

2009

£'000

2008

£'000

Segment liabilities

346

1,536

65

172

593

225

1,004

1,933

Unallocated corporate liabilities







2,548

1,555

Consolidation adjustments







(1,847)

(728)

Consolidated total liabilities







1,705

2,760


The total revenue of the Group for the year has been derived wholly from activity undertaken in the United Kingdom   

  


Securities

Estates

Property investment and trading

Consolidated


2009

£'000

2008

£'000

2009

£'000

2008

£'000

2009

£'000

2008

£'000

2009

£'000

2008

£'000

Depreciation and amortisation

-

-

9

4

-

-

9

4

Unallocated depreciation and amortisation







48

27

Total depreciation and amortisation







57

31

Capital expenditure

2

-

9

205

-

-

11

205

Unallocated capital expenditure







16

249

Total capital expenditure







27

454

Impairment loss

21

-

-

-

28

-

49

-


4.    Operating loss 


    The operating loss is stated after charging:


Year ended  31 March 2009

Year ended 

31 March 2008


£'000

£'000

Amortisation of intangible assets

28

9

Depreciation of property, plant and equipment

29

22

Rentals under operating leases

86

56

Change in fair value of investment property

28

(82)

Change in fair value of available for sale investments

21

-

Change in fair value of other financial assets

(30)

(37)

Employee costs

1,195

1,072


5.    Auditor's remuneration    


Year ended   31 March 2009

Year ended 

31 March 2008


£'000

£'000

Fees payable to the Group's auditor for the audit of the Group's annual financial statements


5


5

Fees payable to the Group's auditor and its associates for other services:



    - the audit of the Group's subsidiaries, pursuant to legislation 

20

11

    - other services relating to tax

5

4


30

20


  6.    Particulars of employees


2009

2008


No.

No.

The average number of employees including Directors during the year was:

33

24





2009

2008

The aggregate payroll costs of the above were:

£'000

£'000

Wages and salaries

1,020

955

Social security costs

112

88

Other pension costs

51

10

Share option charge

12

19


1,195

1,072


7.    Directors' emoluments 

The total amounts for Directors' remuneration and other benefits were as follows:



Salary

Bonus

Pension contributions

2009

2008

Executive

£'000

£'000

£'000

£'000

£'000

M J Duschenes

111

3

28

142

124

W M Robinson

95

2

11

108

95

J S Murphy

90

10

10

110

85

Non executive






A B S McFarland

23

-

-

23

21


319

15

49

383

325


In addition to the above the charge to income in the year in respect of share options for Directors was £10,000 (2008: £12,000).


8.    Investment income    


2009

2008


£'000

£'000

Bank interest receivable

15

42

Interest receivable on government securities

14

-


29

42


9.    Finance costs    


2009

2008


£'000

£'000

Interest and other similar charges payable on bank borrowings

18

12

Finance lease interest payable

6

6

Other

35

35


59

53


  10.    Income tax expense


2009

2008


£'000

£'000

Current tax:



UK Corporation tax

-

-

Adjustment in respect of prior year

-

-


-

-

Deferred tax:



Origination and reversal of temporal differences

8

(23)


8

(23)


The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax of 28% (2008: 30%) to the loss is as follows:


2009

2008


£'000

£'000

Loss for the year from continuing operations

(202)

(450)

Loss for the year from discontinued operations

-

(471)

Loss for the year from operations

(202)

(921)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 28%/30%

(57)


(276)



Effects of:






Expenses not deductible for tax purposes    

1

8

Amortisation/impairment of intangible assets and goodwill

6

86

Income not taxable

(9)

(58)

Movement in tax losses

67

217


8

(23)


No adjustment has been made to the financial statements to reflect a potential deferred tax asset that would arise from future utilisation of the Group's available losses for tax purposes, due to the uncertainty over the timing of such utilisation. The potential deferred tax asset that would arise on full utilisation would amount to approximately £466,897.

11.    Loss per share

The calculation of loss per share is based on the following losses and numbers of shares:


2009

2008


£'000

£'000

Loss for the year - continuing operations

202

473

Loss for the year - discontinued operations

-

471

Loss for the year - continuing and discontinued operations

202

944

Weighted average number of ordinary shares

163,786,903

150,392,492

Loss per ordinary shares - continuing operations - basic and diluted

0.12p

0.31p

Loss per ordinary shares - discontinued operations - basic and diluted

-

0.31p

Loss per ordinary shares - continuing and discontinued operations - basic and diluted

0.12p

0.62p


There are 34,536,586 potentially issuable shares that have not been included in a diluted EPS calculation as they are anti-dilutive.

  12.    Goodwill 

    

2009

2008

Net book value 

£'000

£'000

At 1 April 

2,694

2,244

Additions - current period acquisitions at cost

42

569

Impairment charge

-

(119)

At 31 March 

2,736

2,694


Goodwill was allocated for impairment testing purposes to cash generating units which contained carrying amounts of goodwill allocated as follows:


2009

2008


£'000

£'000

Braemar Group Limited

2,244

2,244

Block management division of Main & Main (Developments) Limited

450

450

The Manchester Ground Rent Company Limited

42

-


2,736

2,694


The recoverable amounts of the cash generating units noted above are determined based on a value in use calculation using discounted cash flow forecasts. Cash flow forecasts were prepared for each cash generating unit, based on the financial projections included in the Group's forecasts to March 2010 and extended to five years based on broadly consistent growth assumptions. The five year cash flows were discounted at an assumed cost of capital of 14% based on an assumed risk free rate of 4% and a risk premium of 10%.


13.    Other intangible assets 


2009
Software 
costs

2008
Software c
osts

2009
Customer databases

2008
Customer databases

2009
Customer contracts

2008
Customer contracts

2009
Total

2008
Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Cost









At 1 April 

-

-

160

-

110

-

270

-

Reclassification

24

-

-


-

-

24

-

Additions

6

-

-

160

-

110

6

270

Disposals

-

-

(160)


-


(160)

-

At 31 March 

30

-

-

160

110

110

140

270

Amortisation









At 1 April 

-

-

160

-

9

-

169

-

Reclassification

4

-

-

-

-

-

4

-

Impairment charge

-

-

-

160

-

-

-

160

Charge for the year

6

-

-

-

22

9

28

9

Disposals

-

-

(160)

-

-

-

(160)

-

At 31 March 

10

-

-

160

31

9

41

169

Net book value









At 31 March 

20

-

-

-

79

101

99

101


Customer contracts

These are the customer contracts acquired as part of the acquisition of the block management division of Main & Main (Developments) Limited.  


Customer databases

These are the customer databases acquired as part of the acquisition of The Armchair Property Investor Limited.  


Software Costs

These are costs of acquisition and development of software utilised by companies within the Group.  Included within software costs are assets with a book value of £11,000 subject to finance leases.




14.    Property, plant and equipment 


Long leasehold property

Fixtures, fittings and office equipment

Total


2009

2008

2009

2008

2009

2008

Cost 

£'000

£'000

£'000

£'000

£'000

£'000

At 1 April 

91

-

118

25

209

25

Reclassification

-

-

(24)

-

(24)

-

Additions 

-

91

21

93

21

184

Disposals

-

-

(14)

-

(14)

-

At 31 March 

91

91

101

118

192

209








Depreciation 







At 1 April 

-

-

26

4

26

4

Reclassification

-

-

(4)

-

(4)


Charge for the year

2

-

27

22

29

22

Disposals

-

-

-

-

-

-

At 31 March 

2

-

49

26

51

26

Net book value 







At 31 March 

89

91

52

92

141

183


The long leasehold property acquired in the year is a 996 year lease on office premises in Reading. The premises are occupied by Braemar Estates (Residential) Limited and are utilised as part of the Group's property management business.


Included within fixtures, fittings and office equipment are assets with a book value of £14,000 subject to finance leases.

15.    Investment properties


2009

2008


£'000

£'000




At 1 April

225

142

Additions

410

1

Fair value adjustments

(28)

82

At 31 March

607

225


The Directors have estimated the fair value of the Harrogate investment property at the balance sheet date. This property enjoys the benefit of a 15 year lease to a tenant and the value has been estimated based on an effective yield consistent with current conditions in the commercial property market.  

The investment property acquired as part of the acquisition of The Manchester Ground Rent Company Limited was valued in March 2009 by an independent professionally qualified valuer, which was used as the basis for the Director's estimate of fair value at the balance sheet date.

Property with a fair value of £607,000 has been pledged as collateral for borrowings.  

Amounts recognised in the income statement


2009

2008


£'000

£'000

Rental income

17

13


There are no material operating costs associated with the investment properties in the year.

  

16.    Acquisitions

On 6 March 2009 the company acquired the whole of the share capital of The Manchester Ground Rent Company Limited.


This acquisition is summarised as follows:



The Manchester Ground Rent Company Limited

£'000

Investment Property


410

Loan outstanding


(315)

Other payables


(5)

Deferred tax 


(25)

Goodwill


42

Consideration


107

Comprising:



Cash


95

Acquisition costs


12



107

Purchase consideration settled in cash


107

Cash and cash equivalents acquired


-

Cash outflow on acquisitions


107


No income or expenses have been recognised in the income statement in relation to this acquisition in the year to 31 March 2009.


17.    Held to maturity investments


2009

2008

Cost 

£'000

£'000

At 1 April 

18

4

Additions 

41

14

At 31 March

59

18


Held to maturity investments represent holdings in investment schemes and companies operated by the Group.


18.    Other financial assets



2009

2008

Net book value 

£'000

£'000

At 1 April 

37

-

Movements in fair value 

30

37

At 31 March

67

37


Other financial assets represents the fair value of the warrant held by Braemar Securities Limited, which entitles the holder to subscribe for 3% of the share capital of Braemar UK Agricultural Land plc at par. The warrant has no expiry date.

  19.    Available for sale investments


2009

2008


£'000

£'000

Net book value



At 1 April

32

112

Market value movements taken directly to equity

(3)

(80)

Impairment charge taken to income statement

(21)

-

At 31 March

8

32


The available for sale investments represents 2,350,000 shares in Regenesis Group plc, which represents a beneficial interest of 3.9% and is quoted on AIM, though it will cease to be admitted to trading on AIM on 29 June 2009. Following this announcement the Directors consider the asset to be impaired and have valued the asset based on its net asset value rather than the market value of its shares.  The share price of Regenesis Group plc at 31 March 2009 was 0.375p.  

        

20.    Trade and other receivables    


2009

2008


£'000

£'000

Trade receivables

30

27

Related party receivables (see note 31)

20

141

Prepayments and accrued income

255

1,659

Other receivables

22

92


327

1,919




Trade receivables do not carry interest. There are no impaired trade receivables (2008: £nil). 


Ageing of past due but not impaired trade and related party receivables


2009

£'000

2008

£'000

0-30 days past due

15

150

31-60 days past due

1

1

Over 60 days past due

 34

17


50

168



21.    Reconciliation of operating loss to net cash flow from operations


Year ended 

31 March 

2009

Year ended 

31 March 

2008


£'000

£'000

Operating activities 



Loss before tax from continuing operations

(210)

(450)

Loss before tax from discontinued operations

-

(471)

Depreciation of property, plant and equipment

29

22

Amortisation of intangible assets

28

9

Impairment of intangible assets

-

160

Impairment of available for sale assets

21

-

Goodwill impairment charge

-

119

Share option charge

12

19

Share-based income

(29)

(37)

Loss on sale of fixed assets

9

-

Decrease/(increase) in fair value of investment properties

28

(82)

Interest income

(29)

(42)

Interest expense

59

53

Operating cash flows before movements in working capital

(82)

(700)

Decrease/(increase) in trade and other receivables

1,593

(1,622)

(Decrease)/increase in trade and other payables

(1,706)

1,444

Cash absorbed by operations

(195)

(878)


22.    Cash and cash equivalents


2009

2008


£'000

£'000

Cash and cash equivalents 

206

289


Cash and cash equivalents comprises short-term deposits, the effective rate of interest earned on these deposits for the year ended 31 March 2009 was 3.15%.


  23.    Borrowings


2009

2008

Current

£'000

£'000

Interest bearing loans and borrowings - Convertible loan notes

512

512

Obligations under finance leases

22

22


534

534

Non-current



Interest bearing loans and borrowings - from Northern Rock plc

225

225

Interest bearing loans and borrowings - from Royal Bank of Scotland plc

308

-

Obligations under finance leases

11

29


544

254

Total borrowings

1,078

788


The convertible loan notes are redeemable on the earlier of the date on which the Group has sufficient working capital to enable payment and five years from the date of issue, subject to the approval of the holders of the loan notes. The loan notes accrue interest at a fixed rate of 2% above bank base rate on the date of issue, payable upon redemption or conversion of the loan notes. The loan notes are convertible into ordinary shares at 3p per share at any time or before the fifth anniversary of issue provided the holders of the loan notes and their concert parties do not hold more than 29.99% of the entire issued share capital of the Company. The option to convert to ordinary shares is at the discretion of the holders of the loan notes.

The loan from Northern Rock plc is secured by a fixed charge on an investment property for an amount of £225,000. The interest rate has been fixed at 7.05% for the full five year term of the loan and the loan is repayable in full on the fifth anniversary of the loan in October 2012.

The loan from the Royal Bank of Scotland plc is secured by a fixed charge on investment property for an amount of £308,000. The loan is due for repayment in full on the 13 January 2014 and the interest rate has been set at 2.75% p.a. above the Royal Bank of Scotland plc's Base Rate.

23.1    Obligations under finance leases

Obligations under finance leases are as follows:


2009

2008


£'000

£'000

Within one year

22

22

Between one and two years

11

29


33

51


Obligations under finance leases had an effective borrowing rate during the year of 11.5%. Interest rates are fixed at the contract date. All finance lease obligations are denominated in sterling and the value of the Group's obligations are secured by the lessor's rights over the leased assets.

  

24.    Deferred tax

Deferred tax liabilities comprise


2009

2008


£'000

£'000

Fair value gains 

40

23



2009

2008


£'000

£'000

At 1 April

23

-

Liability assumed following acquisitions

25

-

Recognised in the income statement

(8)

23

At 31 March

40

23


25.    Trade and other payables    


2009

2008


£'000

£'000

Trade payables

52

159

Taxes and social security costs

72

119

Accruals and deferred income

450

1,664

Other payables

13

7


587

1,949


26.    Share capital


2009

2008

Authorised share capital:

£'000

£'000

600,000,000 (2008600,000,000) ordinary shares of 1p each

6,000

6,000



   2009

   2008

Issued capital:

No:

£'000

No:

£'000

Ordinary shares of 1p each

163,786,903

1,638

163,786,903

1,638





2009

2008

Issued capital:

£'000

£'000

At 1 April

1,638

1,140

Issued in the year:



Acquisitions

-

61

Fund raising

-

437

At 31 March

1,638

1,638


  

27.    Share options

Other than for the Directors, or disclosed in the Directors' report, no performance criteria are in place for this scheme.

27.1    Approved options

The Company operates an approved Company Share Option Plan.


Date options granted

Options held at 1 April 

2008

Options granted during the year 

Options exercised during the year

Options lapsed during the year

Options held at 31 March 2009

Exercise Price

Earliest date for exercise

Expiry date

13/06/2007

2,956,925

-

-

(416,666)

2,540,259

3.25p

Jun-10

Jun-17

18/06/2008

-

2,405,165

-

(205,000)

2,200,165

1.25p

Jun-11

Jun-18

06/11/2008

-

550,000

-

(50,000)

500,000

1.00p

Nov-11

Nov-18


2,956,925

2,955,165

-

(671,666)

5,240,424





27.2    Unapproved options

Date options granted

Options held at 1 April 

2008

Options granted during the year 

Options exercised during the year

Options lapsed during the year

Options held at 31 March 2009

Exercise Price

Earliest date for exercise

Expiry date

13/06/2007

568,975

-

-

-

568,975

3.25p

Jun-10

Jun-17

18/06/2008

-

8,459,835

-

-

8,459,835

1.25p

Jun-11

Jun-18


568,975

8,459,835

-

-

9,028,810






  27.3    Share option charges

Charges to the income statement are summarised as follows:



2009

2008


£'000

£'000

Total

12

19


Options are valued using the Black-Scholes option-pricing model and the principal inputs into the model were as follows:


2009

2008

Weighted average exercise price

3.25p

3.25p

Expected volatility weighted average

40%

40%

Expected life weighted average

3 years

3 years

Risk-free rate

5.75%

5.75%

Expected dividend rate

nil

nil


The volatility rate applied reflects the published industry norm for a financial services company as recorded in widely available studies on market volatility. Given the low level of volume in the Company's shares this is considered a more statistically reliable benchmark than the actual volatility in the Company's shares. 


28.    Reserves



Share premium account

Accumulated loss

Share premium account

Accumulated loss


2009

2009

2008

2008


£'000

£'000

£'000

£'000

Balance brought forward

2,945

(1,845)

1,957

(840)

Retained loss for the year

-

(202)

-

(944)

Issue of ordinary shares

-

-

1,004

-

Share issue costs

-

-

(16)

-

Credit arising on share options

-

12

-

19

Available for sale investments fair value movement


-


(3)


-


(80)

Balance carried forward

2,945

(2,038)

2,945

(1,845)


  29.    Operating leases

Operating lease costs incurred during the year were:



2009

2008


£'000

£'000

Land and buildings

81

50

Plant and equipment

5

5


At 31 March 2009 the Group had total commitments under non-cancellable operating leases as set out below:


Land and buildings

Plant and equipment


2009

2008

2009

2008


£'000

£'000

£'000

£'000

Within one year

77

76

3

3

Between two and five years inclusive

251

195

-

-


At 31 March 2009 the Group had total amounts receivable under non-cancellable operating leases as set out below:


Land and buildings


2009

2008


£'000

£'000

Within one year

17

17

Between two and five years inclusive

69

69

More than five years

138

155


30.    Capital commitments and contingent liabilities 

The Group had no material capital commitments or contingent liabilities at 31 March 2009 (2008: £Nil).


  31.    Related party transactions 

The Group's wholly-owned subsidiaries, Coronation General Partner Limited, Coronation II General Partner Limited, Coronation III General Partner Limited, Coronation IV General Partner Limited, Coronation VI General Partner Limited, ReGen General Partner LimitedOEG General Partner Limited and OEG II General Partner Limited have a nominal holding in and managerial authority over certain aspects of the operation of: Coronation Limited Partnership, Coronation II Limited Partnership, Coronation III Limited Partnership, Coronation IV Limited Partnership, Coronation V Limited Partnership, Coronation VI Limited Partnership, ReGen Limited Partnership, OEG Limited Partnership and OEG II Limited Partnership.

The value of transactions between the Group and the following limited partnerships during the year and the amounts outstanding at the year-end were as follows:



Revenue

Amounts outstanding at 31 March 

Revenue

Amounts outstanding at 31 March 


2009

2009

2008

2008


£'000

£'000

£'000

£'000

Coronation Limited Partnership

56

-

51

5

Coronation II Limited Partnership

44

-

40

6

Coronation III Limited Partnership

62

-

63

6

Coronation IV Limited Partnership

94

-

225

90

Coronation V Limited Partnership

88

-

57

7

Coronation VI Limited Partnership

62

-

50

50

OEG Limited Partnership

289

-

209

209

OEG II Limited Partnership

162

-

-

-

ReGen Limited Partnership

173

-

105

105


Braemar Securities Limited, a wholly-owned subsidiary of Braemar Group plc, provides administrative and corporate finance services to Braemar UK Agricultural Land plc. Martin Robinson and Marc Duschenes are both Directors of Braemar UK Agricultural Land plc.  During the year invoices were raised of £153,000 (2008: £81,900) of which none (2008: £81,900) were outstanding at the year-end.

Braemar Group plc provides administrative services and office space to Regenesis Group plc. Martin Robinson and Marc Duschenes are both Directors of Regenesis Group plc.  During the year invoices were raised of £19,680 of which £19,680 were outstanding at the year-end. These amounts outstanding are shown as related party receivables in note 20. 


31.1    Amounts owed to key management

Amounts outstanding to key management at the balance sheet date were £608,000 (2008: £573,000) in the form of loan notes and accrued interest arising from the acquisition of The Braemar Group Limited in 2005. The terms of these loans are set-out in note 23.  

  31.2    Key management compensation

The remuneration of Directors, who are key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures'. Further information about the remuneration of individual Directors is provided in note 7 to the financial statements.


2009

2008


£'000

£'000

Short term employee benefits

334

316

Post employment benefits

49

9


383

325


The charge to income in the year in respect of share options for key management personnel was £10,000 (2008: £12,000).

32.    Post balance sheet events 

There have been no material events from the date of the balance sheet until the date of this report.

33.    Pensions 

The Group provides pension arrangements to the majority of full-time employees through a defined contribution scheme. The pension charge for the year was £51,000 (2008: £10,000).

34.    Financial instruments 

The Group's financial instruments are summarised below.

34.1    Financial assets 


Assets at fair value through profit and loss

Loans and receivables

Held to maturity

Available for sale

Total


2009

2008

2009

2008

2009

2008

2009

2008

2009

2008


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Held to maturity investments

-

-

-

-

-

-

59

18

59

18

Other financial assets

67

37

-

-

-

-

-

-

67

37

Available for sale investment 

-

-

-

-

-

-

8

32

8

32

Trade receivables

-

-

50

168

-

-

-

-

50

168

Other receivables

-

-

186

1,689

-

-

-

-

186

1,689


67

37

236

1,857

-

-

67

50

370

1,944


The Group's held to maturity investments include nominal stakes in unlisted limited partnerships formed for the purposes of investment in residential property and an investment in Braemar UK Agricultural Land plc which was formed for the purposes of acquiring and farming agricultural land. These are not traded and are intended to be held until the maturity of the investment, which is in more than five years.  Under IAS 39 (Financial Instruments: Recognition and Measurement) as these are equity instruments they are required to be classified as 'Available for Sale' financial instruments. 

The Group's other financial asset represents the warrant held by Braemar Securities Limited, which entitles the holder to subscribe at par for up to 3% of the share capital of Braemar UK Agricultural Land plc. This has been recognised at fair value based on the value of shares in the recently launched offer for subscription.

The cash at bank and in hand at the year-end was £206,000 (2008: £289,000), which was all held in instant access variable interest bearing accounts linked to bank base rate. 

The available for sale investments represents 2,350,000 shares in Regenesis Group plc, which is quoted on AIM, though it will cease to be admitted to trading on AIM on 29 June 2009. Following the announcement of this the Directors consider the asset to be impaired and have valued the asset based on its net asset value rather than the market value of its shares.  

Trade receivables represent amounts invoiced for services provided in accordance with the Group's usual contractual arrangements. Other receivables represents accrued income but not yet invoiced, recoverable VAT and other sundry amounts due. 

34.2    Financial liabilities 


Other financial liabilities


2009

2008


£'000

£'000

Interest bearing loans and borrowings

533

225

Convertible Loan Notes - principal

512

512

Convertible Loan Notes -accrued interest 

96

61

Obligations under finance leases

33

45

Trade payables

52

159

Other payables

413

1,990


1,639

2,992


The Group's interest bearing loans and borrowings comprise a loan of £225,000 from Northern Rock plc and a loan of £308,000 from the Royal Bank of Scotland plc. 

The loan from Northern Rock plc is secured by a fixed charge on an investment property. The interest rate has been fixed at 7.05% for the full five year term of the loan and the loan is repayable in full on the fifth anniversary of the loan in October 2012.

The loan from the Royal Bank of Scotland plc is secured by a fixed charge on an investment property. The loan is due for repayment in full on the 13 January 2014 and the interest rate has been set at 2.75% p.a. above the Royal Bank of Scotland plc's Base Rate.

The Convertible Loan Notes are redeemable on the earlier of the date on which the Group has sufficient working capital to enable payment and December 2010, subject to the approval of the holders of the loan notes. The loan notes accrue interest at a fixed rate of 2% above bank base rate on the date of issue, payable upon redemption or conversion of the loan notes. The loan notes are convertible into ordinary shares at 3p per share at any time or before the fifth anniversary of issue provided the holders of the loan notes and their concert parties do not hold more than 29.99% of the entire issued share capital of the Company. The option to convert to ordinary shares is at the discretion of the holders of the loan notes. 

Interest due on these notes is accrued and paid on redemption or conversion. The value of the loan notes including accrued interest outstanding, which are all at a fixed rate, at the year-end was £608,000 (2008: £573,000).  

The Convertible Loan Notes have been classified as a debt instrument as at the date of issue it was expected that the loans would be held until the full-term of the loan agreement and then repaid in full by the Group.

Obligations under finance leases comprise various leases used to fund the acquisition of office equipment and software used by the Group. These leases are all on fixed interest rates, with an average effective interest rate of 11.5% and will be fully repaid by December 2010.

Trade payables represents amounts invoiced for services received in the ordinary course of business. Other payables represents accruals, VAT and employment taxes payable and other sundry amounts payable. 

  34.3    Fair Value of Financial Instruments

The fair value of the Group's financial instruments is summarised below:

Financial assets


Carrying amount

Fair value

Carrying amount

Fair value


2009

2009

2008

2008


£'000

£'000

£'000

£'000

Held to maturity investments

59

59

18

18

Other financial assets

67

67

37

37

Available for sale investments

8

8

32

32

Trade receivable

50

50

168

168

Other receivables

186

186

1,689

1,689

Total

370

370

1,944

1,944


Financial liabilities


Carrying amount

Fair value

Carrying amount

Fair value


2009

2009

2008

2008


£'000

£'000

£'000

£'000

Interest bearing loans and borrowings

533

555

225

225

Convertible Loan Notes - principal

512

549

512

512

Convertible Loan Notes - accrued interest

96

96

61

61

Obligations under finance leases

33

33

45

45

Trade payables

52

52

159

159

Other payables

413

413

1,990

1,990

Total

1,639

1,698

2,992

2,992


34.4    Risk Management for Financial Instruments

The main risks arising from the Group's financial instruments are credit risk and liquidity risk.  There is limited currency risk as the Group trades only in Sterling, with the exception of one non-material transaction denominated in Euros during the year.

Liquidity risk

The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business.  In the current credit constrained environment the Group's primary focus has been on maximising the liquidity for the Group.

The Group's liabilities have contractual maturities summarised as follows:


Within 6 months

6 to 12 months

1 to 5 years

Within 6 months

6 to 12 months

1 to 5 years


2009

2009

2009

2008

2008

2008


£'000

£'000

£'000

£'000

£'000

£'000

Bank loans

-

-

533

-

-

225

Hire purchase obligations

12

10

11

12

10

29

Other loans

512

-

-

512

-

-

Trade payables

52

-

-

1,949

-

-


576

10

544

2,473

10

254


Other loans comprise Convertible Loan Notes, the terms of which are disclosed above. There is no fixed repayment term for these notes and as a result they have been analysed as due within six months. It should be noted that the Company has not received notification from the holders that they intend to redeem them in this timeframe. Any repayment is subject to the Group having sufficient working capital to meet its ongoing requirements for the next 12 months following repayment.

Interest rate risk 

The Group is exposed to interest rate risk on its surplus cash available for short-term investment and its borrowings to finance the acquisition of The Manchester Ground Rent Company Limited. All other borrowings are on a fixed rate basis.

Interest rate sensitivity

The following table illustrates the sensitivity of the net results for the year and equity to a reasonably possible change in interest rates of +5% and -0.5% with effect from the beginning of the year. The calculations are based on the Group financial instruments held at the balance sheet date. All other variables are assumed to be constant.


2009

2009


£'000

£'000


-0.5%

+5%

Net result for the year

1

(5)

Equity

1

(5)


Credit risk

Investments of cash surpluses are made through banks that the Board considers a suitable credit risk. The Group invested surplus cash balances in the year through the Royal Bank of Scotland plc and Anglo-Irish Bank plc, both of which are fully supported by their respective national Governments.  During the year, and at the height of the uncertainty that existed in the banking sector, the Directors invested some of the Group's funds in UK long-dated Gilts. These were all sold by the year-end.

All customers who wish to trade on current terms are subject to credit verification procedures and trade receivables are reviewed on a regular basis and credit control procedures are in place to minimise the risk of non-recovery.  The level of risk suffered in relation to trade receivables is relatively low for the Group as the majority of its transactions are with related companies and funds where the Group either has control over the payments of that entity or has full financial information on that entity.

The Group's maximum exposure to credit risk, without taking into account any collateral held or other credit enhancements, is as follows:


2009

2008


£'000

£'000

Held to maturity investments

59

18

Other financial assets

67

37

Available for sale investments

8

32

Trade receivables

50

168

Other current assets

186

1,689

Cash and cash equivalents

206

289

 

35.    Capital management

The Group manages its capital to ensure that the entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group does not seek to maintain any particular debt to equity ratio, but reviews the funding for investment opportunities on their merits and funds them in the most effective manner. In the year to March 2009, this approach resulted in the use of debt for the partial funding of the acquisition of The Manchester Ground Rent Company Limited, but at a level that left a substantial surplus for projected income over projected interest costs. Other levels of borrowings have been reduced in accordance with their agreed payment profiles. The limited amount of capital expenditure committed during the year was funded from cash resources given the relatively high costs of finance lease credit given the current low interest rate environment.



Notes


Copies of the Audited Accounts for the Year to 31 March 2009 and a notice of the AGM will be posted to shareholders in due course.


For further information please contact:


Marc Duschenes, Chief Executive, Braemar Group plc  

Tel: 0161 929 4969

Alex Clarkson, Zeus Capital Limited  

Tel: 0161 831 1512


END




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