Final Results

Plant Health Care PLC 10 April 2006 Embargoed until 7am 10 April 2006 Plant Health Care plc ('PHC' or 'the Company') Preliminary Results for the Year Ended 31 December 2005 Plant Health Care plc (AIM: PHC.L), a leading provider of natural products for plants and soil, announces its preliminary results for the full year ended 31 December 2005. Plant Health Care was established in 1995 in Pittsburgh (Pennsylvania) in the United States. Its products are aimed at the horticulture, agriculture, turf grass, commercial landscaping, forestry and land reclamation industries. The Directors believe the products are both environmentally beneficial and on the whole, more cost effective than synthetic chemical alternatives. Through the commercialisation of these products, Plant Health Care is capitalising on current long-term trends toward natural systems and biological products for plant care and soil and water management uses. Highlights •Turnover up 19% to $10.2 million (2004: $8.6m) •Gross profit up 37% to $5.0 million (2004: $3.7m) - Gross profit margin 49% (2004: 42%) •Loss before tax $2.9 million (2004: $2.9m) •US distribution deals signed with major landscaping companies and organisations •Mexican and European turnover grew 42% and 64% respectively •New products launched to enhance offering to customers •Positioned for changing legislation for the increased use of non-chemical products •Current trading ahead of 2005 •Successful Myconate(R) trials •Announced today capital fund raising of approximately £6.0 million (net of expenses) to support commercialisation of Myconate Commenting on the results, Chief Executive John Brady said, 'The Group made very good progress during 2005. As evidenced by the above financial information we made significant strides in almost all aspects of our business. Sales and gross margins each experienced double digit growth and fixed costs stabilised in the second half of the year. Most importantly, the second half of the year saw revenues climb 34% over the same period of the prior year and gross margins also responded accordingly. 'Following the successful completion of the Myconate trials, we today announced a fund raising of approximately £6.0 million to support the commercialisation of the product, for which we are very excited.' Plant Health Care plc Tavistock Communications John Brady, Chief Executive Jeremy Carey/Christian Taylor-Wilkinson 10-11 April - Tel: 020 7920 3150 Tel: 020 7920 3150 Thereafter: 001 603 525 3702 Email: ctaylor-wilkinson@tavistock.co.uk Embargoed until 7am 10 April 2006 Plant Health Care plc ('PHC' or 'the Company') Preliminary Results for the Year Ended 31 December 2005 CHAIRMAN'S STATEMENT During 2005 Plant Health Care experienced a marked improvement in several key financial indicators. Sales grew 19% as a result of new distribution channels and new product offerings, and we improved our gross margins from 42% to 49%. Operating expenses stabilised in the second half of 2005 as we continued to operate at approximately the same cost level since our admission to AIM in July 2004. Although the net result for the full year was in line with 2004, the second half provided evidence of the growth in the business and improvement in profitability for which we have been investing. Our agriculture-led businesses in Mexico and Europe experienced exceptional sales growth and the new products endorsed in those markets are now opening the door to the very significant US agricultural market. In our US landscaping business, new distribution and marketing agreements with some of the largest distributors in the market have built a solid platform for continued growth. Across all of our operating companies, our products are gaining market share and we are building brand awareness as a leading player in the rapidly emerging 'green' market for sustainable growing practices. In addition to this progress in our established businesses, in 2005 our new Myconate technology, a crop yield enhancing application, continued to generate exceptional test results and is now ready for the first stages of commercial rollout. Financial Results The full year results, which saw turnover for the year rising by 19% to $10.2 million and an operating loss of $2.8 million (2004: loss $2.6 million), mask a significant improvement in performance in the second half in comparison with the similar period last year. Second half turnover rose by 34% to $5.5 million and second half margins were 52% (2004: 42%), while overhead expenses increased by only 6%. The operating loss before exceptional items for the second half was $0.7 million (2004: loss of $1.6 million). The Chief Executive's report, which follows this statement, provides more detail and background to this substantial improvement. Plant Health Care's Expansion Of particular note in 2005, was the growth in our agriculture-led businesses in Mexico and Europe, which saw sales growth of 42% and 64% respectively. In Mexico, new distribution channels opened up new territories for us. In Europe, our new Spanish subsidiary was profitable in its first year of operation and we increased our presence in Italy and Greece. Complementing this growth in our geographic reach, we introduced two new products which have had an impact in the agricultural market. Pre-Tect(TM) and Sentry(TM) are attracting new business which allows us to present a full range of products for customer needs. In the UK, for example, PHC agricultural products hold leading positions in the UK high value agriculture market according to the Specialist Plant Growers Association. This proven range of products has enabled us to initiate discussions with major potential distributors and customers in the lucrative US agricultural market. In the US landscaping business, our investments made in sales and marketing personnel are beginning to pay off. We have significant distribution and licensing deals with leading companies in the landscaping industry, including John Deere Landscapes and Ewing Irrigation, and expect these new arrangements to generate significant growth for us during 2006. Myconate(R) Our strategy of producing 'naturally better' products that are effective and economically attractive for the farmer and professional landscaper is now gaining traction in Plant Health Care's markets, worldwide. One of our core strengths is having the know-how to adapt and react to new opportunities. These skills were applied to the technology and intellectual property we secured when we acquired VAMTech LLC in 2004. Further development and extensive testing have now led to our unique and proprietary product, Myconate, the potential of which is underwritten by the positive outcome of trials to date, conducted by independent farmers, agrichemical and seed coating companies worldwide. The Directors believe Myconate is now ready for commercialisation. We intend to launch Myconate in controlled regional markets during 2006 and 2007, while continuing trials and pursuing discussions with the world's leading agrichemical and seed companies to seek agreements which would create worldwide distribution for this very exciting product. To support the commercial roll-out of Myconate, your Board announced today that it proposes to raise £6.5 million (before expenses) by way of a Placing of 10,000,000 new ordinary shares at a price of 65 pence per share. The net proceeds of the Placing will be used primarily to develop the market for Myconate. This Placing is conditional upon the approval of shareholders. A circular providing more background to, and details of, the Placing and notice of the Extraordinary General Meeting to approve the Placing is being sent to shareholders today. Our People The Directors believe the management team at Plant Health Care has proven its strength by its ability to deal with an ever changing environment and its skill in collaborating with large and diverse companies. These skills have positioned the Company for rapid future growth. I would like to personally thank the management and staff for the hard work they have put into growing Plant Health Care over the past ten years. I would also like to thank all shareholders for their continued and valued support. Outlook I believe Plant Health Care is well on its way to establishing itself as the world's foremost provider of natural products which promote plant growth and health. Current trading conditions remain positive throughout Plant Health Care's businesses and the improvement in the second half of 2005 has continued into 2006. We view the future with confidence and look forward to our successful journey into the future together. Dr Albert Fischer Non-Executive Chairman 10 April 2006 CHIEF EXECUTIVE'S REPORT Financial Results Sales 2005 was a strong year for Plant Health Care as the Company experienced significant growth in all areas of its operations. Sales increased by 19% to $10.2 million (2004: $8.6 million), and more importantly second half sales increased by 34% to $5.5 million compared to the same period in 2004. 2005 was the first year in the Company's history that second half sales exceeded those of the first half. This is largely attributable to the accelerated growth of our agriculture businesses in Mexico and Europe which had exceptionally strong second half performances, penetrating new markets, adding new customers in existing markets and increasing sales to existing customers. Sales breakdown and growth: Year ended 31 December 2005 2004 Increase ------------------------------------- $'000 $'000 US 6,503 6,154 +6% Mexico 1,933 1,365 +42% Europe 1,787 1,092 +64% ------------------------------------- 10,223 8,611 +19% ------------------------------------- Operating margins A highlight of our 2005 operating performance was the improvement in our gross margin. The gross margin for 2005 was 49% compared with 42% in 2004. A sales focus on our higher margin products complemented production efficiencies from our re-located manufacturing facility to deliver this increase. Management believes this increase is not only sustainable, but with PHC's improved manufacturing efficiencies and closely managed raw material purchasing, can be further increased in 2006. This combination of increasing sales and maintaining strong margins will be the key driver to the Company reaching profitability. Operating costs The operating costs (excluding exceptional costs) increased from $5.8 million in 2004 to $7.3 million in 2005 largely as a result of our earlier investments in sales and marketing personnel to drive our sales growth, and also the full year impact of operating as a public company, in particular the increased expenses for accounting, legal and other necessary compliance costs. Exceptional costs in 2005 of $0.5 million relate to the transfer of the Company's manufacturing to a newer, more efficient facility and to the costs associated with changes in senior management. FINANCING In the year to 31 December 2005 the Company was financed primarily by equity - this has been the case since PHC's flotation and admission to AIM in July 2004. For the purposes of this analysis, the Company does not classify short-term debtors and creditors as financing instruments. At 31 December 2005 the Company had cash and short-term investments of $1.1 million, and total borrowings of $0.8 million, of which $0.5 million related to interest-free notes payable arising from the acquisition of VAMTech LLC in October 2004. All borrowings were denominated in US dollars apart from some €25,000 of finance leases. It is, and has been throughout the period under review, PHC's policy that no trading in financial instruments shall be undertaken. Given the nature and small amounts of the Company's non-equity financing, PHC does not have established policies regarding interest, currency and liquidity risks but the Board considers each potential borrowing situation on a case-by-case basis as it arises. Operational Review The Company's business is expanding in all market segments and geographic regions, with especially significant growth in our agriculture business. Agriculture During the 2005 year the Company continued to extend successfully its geographical reach outside its main landscaping market in the US. In Mexico new distribution agreements led to sales increasing by 42% to $1.9 million. We also signed new distribution agreements in Europe, launched new operations in Spain and expanded services in Italy and Greece. New products (see below) also played an important part. All of these activities fuelled strong sales growth in Europe, with revenue up by 64% to $1.8 million. We see great potential for the Company from the lucrative agriculture market worldwide. In 2005 we saw strong growth in sales of two new products initially targeted at Europe. Pre-Tect and Sentry were developed in response to customer demand for natural solutions to protect crops and extend shelf life of produce: •Sentry is a foliar leaf wash containing natural soaps that discourage fungal growth •Pre-Tect is a foliar feed product that increases the growth of salad crops and also increases shelf life by up to five days. The success with which these products have been introduced into the European market has exceeded our expectations. We now have agreements in place with the suppliers to a leading UK supermarket chain, which has stipulated the use of these products on all salad produce they purchase. It is our intention to commercialise Pre-Tect and our Organic Plant Food in the US during 2006, which we expect to increase sales in the important US agriculture market. Landscaping and turf Within the Company's US operations, the potential for our landscape business was aided by several significant business wins, with large strategic multi-branch distributors. These were: •John Deere Landscapes: The Company signed a 10 year distribution agreement with John Deere Landscapes ('JDL') in August 2005. PHC is the exclusive provider of all biological products to JDL's 300+ wholesale landscape distribution centres. Additionally JDL and PHC will together offer an exclusive, innovative, industry-wide three-year tree and shrub warranty programme that incorporates the use of our Tree Saver product. The agreement calls for minimum purchases of $40 million over the life of the agreement in order for JDL to maintain exclusivity. •Symbiot: The Company is now the exclusive provider of natural products to the Symbiot network of landscape contractors and distributors. This allows us access to the entire Symbiot community which numbers approximately 500 landscape contractors and a large number of distributors in the US. •Ewing Irrigation: In September, we announced the addition of Ewing Irrigation as a distributor of the Company's turf, landscape and water management products through their network of 150 outlets. Ewing Irrigation is one of the largest distributors to golf courses in the USA. •Ball Horticultural: In November 2005, we entered into a joint research agreement with Ball Horticultural Company ('Ball'), a world leader in the commercial development and production of ornamental plant and seed varieties. Ball has operations in 21 countries on six continents and is the largest horticultural seed company in the US. Under the agreement, we will provide products and expertise to assist Ball in the exploration of new production techniques using sustainable natural products and practices. These developments further reinforce our position as a leader in the natural plant health and growth industry, and we continue to participate in discussions with several other biological based companies about forming strategic alliances or joint venturing opportunities. Reclamation Our reclamation business achieved profitability in 2005. It is expected to achieve some sales growth in 2006. However, given the potential the Company has in its other markets, PHC's efforts in 2006 will be channelled in those areas. Retail Following a major restructuring within the Scotts Group, it has declined to invest in, and pursue as planned, the joint project to deliver our natural products to its customer base. Accordingly we are negotiating the termination of our agreement with Scotts and seeking payment of monies due to us. We have opened discussions with other major organisations targeting the retail market for natural plant health products. Myconate(R) In 2004 Plant Health Care purchased VAMTech LLC, a spin-off company from the University of Michigan specialising in the synthesis of Formononetin, a compound that stimulates the growth of mycorrhizal fungi already existing in the soil. The compound, whose brand name is PHC Myconate, has been in extensive trials around the world on a variety of crops and in a variety of conditions. The results of these trials have now been received, confirming the Company's belief in Myconate's potential to significantly increase yields in row crops, specifically corn and soybeans, at a competitive price. The results showed that Myconate consistently improved the yield of row crops and higher value crops, such as tomatoes, in some cases, by as much as 30%. The trials proved that Myconate can be applied as a mix with fertilizer or as a coating applied directly to the seed. The spectacular increase in yield and the ease of application has led a number of the world's top agrichemical and seed companies to carry out further tests in 2006 with a view to entering into commercial agreements with PHC regarding licensing and distribution. The Board believes that Myconate could generate a significant proportion of PHC's future revenues and that it is a major value driver. Accordingly, it intends to commit substantial resources towards the first phase of commercialising Myconate in 2006 and 2007. Strategy The Company's strategy is to provide natural solutions for the farming and landscaping industry that the Directors' believe will be more effective than synthetic chemical alternatives. The strategy is driven by government legislation, the ever changing focus in market trends and needs and by the overwhelming drive of the Company to provide a natural alternative to the current chemical-based products available for agriculture, landscaping, reclamation and general plant welfare. Worldwide legislation banning harmful chemicals in agriculture and horticulture, coupled with strong consumer demand for 'greener' products, is resulting in the increasing acceptance and adoption of PHC's products. Europe, in particular, has seen recent legislation governing the way in which chemicals are used in farming. For example, in 2005 France removed the use of Syngenta's Gaucho, one of the world's most widely used pesticides, from agricultural distribution. The removal of such products creates a need for natural alternatives and represents an increasing opportunity for us in the agriculture (agribusiness) industry. It is with this in mind that the Company's future market emphasis is evolving towards agribusiness. Plant Health Care is raising awareness of its brand on a global scale and has standardised its product names and packaging. The Directors believe that the recent Myconate trials have also been instrumental in achieving this aim, especially amongst the targeted agricultural/farming industries. Outlook While the US landscaping and horticultural markets generate the largest percentage of our turnover, the rapid growth of our agribusiness in Europe and Mexico will contribute significantly in our move towards future profitability. Our strength lies in our unique and proven products, our top level distribution agreements and the loyalty we command from our customers. The Board believes these elements will drive growth as we roll-out more products and sign up more partners. The Board is particularly excited about the future of Myconate which we believe will change the face of worldwide farming practices. The Board sees Myconate as representing a paradigm shift in agricultural practices as we introduce seed coating and fertilizer applied products that will allow farmers to significantly increase crop yields while also reducing the amount of chemical inputs. The success of the Myconate trials has given us the confidence to commence commercialisation, first regionally in 2006 and subsequently on an international scale. The Board has planned increased investments for this market penetration and expects to see the first revenues from Myconate by the end of 2006. The Board is excited about the prospects for Plant Health Care. We clearly see a future of strong growth, new product launches and an increasing demand for our products. Whilst Plant Health Care's products are economically viable as well as being 'environmentally friendly', the market and legislative forces have created the opportunity for more sustainable farming and growing practices. Plant Health Care's products are at the forefront of this trend and we believe will make a difference in the complexion of our environment. It is going to be an exciting ride and we look forward to the future with confidence. John Brady Chief Executive 10 April 2006 Consolidated profit and loss account for the year ended 31 December 2005 Note 2005 2004 $'000 $'000 Turnover 4 10,223 8,611 Cost of sales (5,219) (4,952) --------------------------- Gross profit 5,004 3,659 Administrative expenses (7,847) (6,284) --------------------------- Operating loss 5 (2,843) (2,625) Other interest receivable and similar income 64 44 Interest payable and similar charges 6 (96) (299) --------------------------- Loss on ordinary activities before taxation 7 (2,875) (2,880) Taxation (121) (52) --------------------------- Loss on ordinary activities after taxation (2,996) (2,932) Minority interest (27) (14) Loss for the period (3,023) (2,946) =========================== Basic and diluted loss per share 8 (10.1c) (14.0c) =========================== All amounts relate to continuing activities. Consolidated statement of total recognised gains and losses for the year ended 31 December 2005 2005 2004 $'000 $'000 Loss for the financial year (3,023) (2,946) Exchange translation differences on consolidation (21) 43 --------------------------- Total recognised gains and losses for the year (3,044) (2,903) =========================== Consolidated balance sheet at 31 December 2005 2005 2004 $'000 $'000 Fixed assets Intangible assets 2,769 2,810 Tangible assets 790 453 --------------------------- 3,559 3,263 --------------------------- Current assets Stock 1,582 1,124 Debtors 2,989 2,192 Short term investments 252 - --------------------------- Cash at bank and in hand 894 4,812 --------------------------- 5,717 8,128 Creditors: amounts falling due within one year (3,332) (1,771) --------------------------- Net current assets 2,385 6,357 --------------------------- Total assets less current liabilities 5,944 9,620 Creditors: amounts falling due after one year (523) (615) --------------------------- Net assets 5,421 9,005 =========================== Capital and reserves Called up share capital 542 538 Share premium 10,847 10,700 Merger reserve 11,195 11,913 Profit and loss account (17,353) (14,309) --------------------------- Shareholders' funds - equity 5,231 8,842 Minority interests - equity 190 163 --------------------------- 5,421 9,005 =========================== Company balance sheet at 31 December 2005 2005 2004 $'000 $'000 Fixed assets: Fixed asset investments 23,791 20,959 --------------------------- Current assets: Debtors 16 24 --------------------------- Cash at bank and in hand 181 4,217 --------------------------- 197 4,241 Creditors: amounts falling due within one year (290) (123) --------------------------- Net current (liabilities)/assets (93) 4,118 --------------------------- Net assets 23,698 25,077 =========================== Capital and Reserves Called up share capital 542 538 Share premium 10,847 10,700 Merger reserve 14,453 14,453 Profit and loss account (2,144) (614) --------------------------- Shareholders' funds - equity 23,698 25,077 =========================== Consolidated cash flow statement for the year ended 31 December 2005 Note 2005 2004 $'000 $'000 Net cash outflow from operating activities 9 (2,833) (3,256) --------------------------- Returns on investments and servicing of finance: Interest paid - other (66) (192) Interest paid - finance leases (19) (13) Interest received 64 44 --------------------------- Net cash outflow from returns on investments and servicing of finance (21) (161) --------------------------- Taxation: Current tax on foreign income for the year (39) (45) --------------------------- Capital expenditure and financial investment: Purchase of tangible fixed assets (549) (217) Proceeds on sale of fixed assets 21 - Purchase of licences - (37) Purchase of short term investments (252) - --------------------------- Net cash outflow from capital expenditure and financial investment (780) (254) --------------------------- Acquisition of subsidiary Purchase of subsidiary undertaking - (1,986) --------------------------- Cash outflow before financing (3,673) (5,702) --------------------------- Financing Issuing of ordinary share capital for cash - 10,386 Exercise of warrants - 205 Increase of convertible redeemable loan stock - 775 Issue of new borrowings 98 25 Redemption of loan stock - (1,000) Repayment of borrowings (148) (212) Repurchase of minority interest's shares by subsidiary (309) - --------------------------- (359) 10,179 --------------------------- (Decrease)/Increase in cash (4,032) 4,477 =========================== Notes forming part of the financial statements for the year ended 31 December 2005 1. Statutory information The abridged financial information set out above has been extracted from financial statements approved by the directors on 10 April 2006, which received an unqualified report by the Company's auditors, and which will be delivered to the Registrar of Companies following the Company's annual general meeting. The financial information does not constitute statutory accounts as defined in section 240 of the Companies Act 1985, and has been prepared on the basis of the accounting policies set out in the financial statements for the year ended 31 December 2004. 2. Basis of preparation The financial statements have been prepared under UK GAAP and are presented in US dollars. The directors believe that it is more appropriate to use US dollars as a currency for presentation, given that the majority of the Group's operations are denominated in that currency. 3. Basis of consolidation On 6 July 2004 Plant Health Care plc became the legal parent company of Plant Health Care, Inc. in a share for share transaction. The substance of the combination was that Plant Health Care, Inc. acquired Plant Health Care plc in a reverse acquisition. Accordingly, the directors adopted reverse acquisition accounting as the basis of consolidation in order to give a true and fair view of the results for the year. As a consequence of applying reverse acquisition accounting, the results for the year ended 31 December 2004 comprise the results of Plant Health Care, Inc. for the year ended 31 December 2004 plus those of Plant Health Care plc from 6 July 2004, the acquisition date. 4. Segmental analysis 2005 2005 2005 2004 2004 2004 Turnover Pre-tax Net assets/ Turnover Pre-tax Net assets/ Profit/ (liabilities) Profit/ (liabilities) (Loss) (Loss) $'000s $'000s $'000s $'000s $'000s $'000s US 6,503 (1,276) (634) 6,154 (1,471) 756 Mexico 1,933 257 765 1,365 123 628 Europe 1,787 71 (589) 1,092 (66) (700) Group - (1,927) 5,879 - (1,466) 8,321 ---------------------------------------------------------------------------- 10,223 (2,875) 5,421 8,611 (2,880) 9,005 ============================================================================ 5. Operating loss 2005 2004 $'000s $'000s Operating loss is arrived at after charging: Research and development 295 170 Depreciation 190 150 Amortisation 41 41 Operating lease expense 399 365 Auditors' remuneration - audit services 167 151 - non audit services 19 3* ====================== Exceptional costs - plant relocation 280 189 - staff reorganization 223 - - IPO costs - 247 ---------------------- 503 436 ====================== In 2004, the auditors were also paid $393,000 in relation to the Company's admission to AIM; these fees were capitalized. Plant relocation expenses comprise a provision for the relocation of the Pittsburgh, Pennsylvania manufacturing facility. 6. Interest payable and other charges 2005 2004 $'000s $'000s On convertible redeemable loan stock - (154) On finance leases (40) (33) Other interest and finance charges (56) (112) ---------------------- (96) (299) ====================== 7. Taxation Taxation charge for the year comprises: 2005 2004 $'000s $'000s Corporation tax: Current tax charge on loss for the period (121) (52) Deferred tax: Origination and reversal of timing differences - - ---------------------- Taxation on loss on ordinary activities (121) (52) ====================== Taxation continued The differences between the Group's expected current tax shown above and the amount calculated by applying the Group's standard rate of UK corporation tax is as follows. 2005 2004 $000s $000s Loss on ordinary activities before tax (2,875) (2,625) ====================== Expected tax credit on loss on ordinary activities 863 788 Losses in year not relieved against current tax (984) (840) ---------------------- Tax charge for period (121) (52) ====================== The Group has significant tax losses available for carry-forward in several of the jurisdictions in which it operates. The tax charge in future periods may be affected by the utilisation of a deferred tax asset of approximately $6.4 million (2004: $5.4 million) in respect of timing differences relating to losses, not currently recognised as there is insufficient evidence related to the recoverability of the asset. Future utilisation of these losses is subject to suitable profits arising in the appropriate tax jurisdictions. 8. Loss per share Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue is 30,048,252 (2004: 21,014,576) and the loss after tax and minority interests is $3,023,000 (2004: $2,946,000). The weighted average number of shares outstanding for 2004 prior to admission to Aim has been adjusted to reflect the exchange of shares of Plant Health Care, Inc for those of Plant Health Care plc. 9. Reconciliation of operating profit to net cash outflow from operating activities 2005 2004 $'000s $'000s Operating loss (2,843) (2,625) Depreciation 190 150 Amortisation of intangibles 41 36 Loss on sale of fixed assets 1 - Increase in stocks (458) (257) Increase in debtors (830) (751) Increase in creditors 1,066 191 ---------------------- Net cash outflow from operating activities (2,833) (3,256) ====================== 10. Post balance sheet event The Company announced today that it proposes to raise £6.5 million (before expenses) by way of a placing of 10,000,000 new ordinary shares at a price of 65 pence per share. The net proceeds of the Placing will be used primarily to develop the market for Myconate(R). This placing is conditional upon the approval of shareholders. A circular providing more background to and details of the placing and notice of the Extraordinary General Meeting to approve the placing is being sent to shareholders today. This information is provided by RNS The company news service from the London Stock Exchange
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