Final Results

Rathbone Brothers PLC 14 March 2002 Rathbone Brothers Plc 14th March 2002 Rathbone Brothers Plc Preliminary results for the year ended 31st December 2001 Rathbone Brothers Plc, the group which specialises in discretionary investment management for private clients, announces preliminary results for the year ended 31st December 2001. Preliminary results for the year ended 31st December 2001 Highlights: • Funds under management rise 5% to £5.8bn - against a London stock market fall of 16%. • Pre-tax profits, before exceptional items and goodwill amortisation, drop by 22% to £20.6m. • Final dividend increased to 16p, making 26p for the year - an increase of 1p (+4%) on the total dividend for the previous year. • Earnings per share, before goodwill amortisation, drop by 20% to 40.86p. • Senior recruitment - three new appointments to the Board. Micky Ingall, Chairman, commented: 'It is gratifying to report that discretionary funds under management have risen by 5% to £5.8 bn against a stock market fall of 16%. However, the costs of new business inevitably arrive ahead of revenues and this has exacerbated the profits fall in the investment management division.' 'We are cautiously optimistic for a recovery in both world economies and markets as 2002 progresses and providing this forecast proves correct, the Company is well placed to participate fully in the upturn. Despite the fall in profits, we have decided to maintain our record of increasing dividends as a manifestation of the strength of the Group and our confidence in the future.' For further information, please contact: Rathbone Brothers Plc (020 7399 0000) • Micky Ingall, Chairman • Mark Powell, Managing Director • Andy Pomfret, Finance Director Luther Pendragon (020 7618 9100) • Tim Trotter (Trotter & Co) • Douglas Trainer • Andrew Sharkey Chairman's Statement I have pleasure in presenting Group figures for the year to 31 December 2001. Profits before tax (before exceptional items and goodwill amortisation) amount to £20.6m and earnings per share are 40.86p (before goodwill amortisation). The figures show a fall of 22% and 20% respectively on the previous year. The final dividend is increased to 16p making 26p for the year (compared to 25p for 2000). Despite the fall in profits, we have decided to maintain our record of increasing dividends as a manifestation of the strength of the Group and our confidence in the future. It is disappointing to present lower figures particularly as this is the first time that profits have fallen since the Group was first quoted in 1984. The reasons are not hard to find. Around 80% of our business is directly involved in investment management and the main London stock market has fallen by 16% in 2001 following a fall of 10% in 2000. Investment Management Growing an investment management business in 2001 has been akin to running up the down escalator. It is gratifying therefore to report that discretionary funds under management have risen 5% to £5.8bn against a stock market fall of 16%. This excellent result has been achieved by a mixture of relatively good investment performance, a significant recruitment of new investment managers, and an excellent inflow of new clients. However the costs of new business inevitably arrive ahead of revenues and this has exacerbated the profits fall in the investment management division. As and when markets recover, the significant increase in the size of the investment management division will become apparent. The private client market place has continued to evolve over 2001 providing changes that have benefited Rathbones. Industry consolidation has continued largely as a result of mergers and acquisitions both from British firms and foreign institutions wishing to expand their British private client operations. A number of these companies have raised their minimum investment entry requirements moving away from the more traditional approach to managing private clients, where the fund manager has direct contact with the client and constructs bespoke portfolios, to a more centralised approach, where clients tend to be looked after by relationship managers and their portfolios are constructed according to a model. As a result, some of the companies that we used to see as competitors are no longer in the frame, either because their target market has changed or their investment approach and services are no longer comparable to ours. Consequently we have been joined by a steady stream of senior investment managers from the UK's major investment houses who want to continue to use their own expertise rather than becoming solely 'relationship managers' restricted by a very rigid central investment process. In addition clients have moved to us from these firms as they are also unhappy with these changes and want a more traditional private client investment service. We have also benefited from the opening up of the market for clients with under £1m who are now too small for a number of firms. Goodwill You will note the increase in the goodwill charge for the year where we are writing off goodwill on some acquisitions over a shorter period than previously. Over the last five years, there have been a number of changes to the way we have accounted for goodwill - some of them forced on us by changes in accounting standards. As a group we continue to focus on growing pre-tax profits and earnings per share before goodwill amortisation. Unit Trusts On the whole, our unit trusts have enjoyed another successful year despite market conditions. Rathbone Unit Trust Management recently won two 2002 Standard & Poor's awards. The company was named Best Smaller Group (over five years) and, for the third year running, its Rathbone Smaller Companies Fund was placed first in the Smaller Companies UK Sector (over five years) category out of sixty seven funds. Although our unit trust management activity is not large in relation to the Group as a whole, the funds provide a valuable shop window of Group performance which is difficult to demonstrate with individual private portfolios. Trust Division Over the last three years the Trust Division has expanded significantly both by acquisition and staff recruitment. Much of the expansion has taken place in Jersey and Geneva where we now have staff of 100 and 35 respectively. As a result of this expansion and an excellent performance in 2001, trust profits have risen from 10% of Group profits before tax in 1998 to 22% in 2001. The division has thus proved itself as a growth business which is largely insulated from the effects of stockmarket weakness. Directors There have been a number of changes in directors during 2001. Paul Chavasse joined us in June to head Group Operations and IT and was appointed to the Board in September. This is a new appointment demonstrating the importance of administration and IT in our business and his expertise and commitment are already showing significant benefits. Paul Egerton-Vernon who was a senior partner of Nigel Harris & Partners in Jersey at the time of their acquisition by the Group in April 2000 has been appointed to the Board and has taken over the management of the Trust Division from John Tuck. John Tuck has decided to pursue his career elsewhere and we thank him for his great contribution to the Group over many years. Ian Buckley who is Chief Executive of Tenon Group Plc joined the Board in December as a non-executive Director, bringing with him a significant knowledge of both investment management and trust administration. I welcome all new members to the Board. Outlook At the time of writing, stock markets have recovered from the darkest days post 11th September but remain subdued and significantly below the levels of one and two years ago. We are cautiously optimistic about a recovery in both world economies and markets as 2002 progresses and provided that this forecast proves correct, the Group is well placed to participate fully in the upturn. In the meantime, the concentration on recurring fee income in both the investment management and trust divisions enables us to trade profitably in even the most severe conditions. Finally I would like to thank all our staff for their great efforts in 2001 and our long standing clients for their continued support and welcome all new clients who have joined us this year. Micky Ingall Chairman 13th March 2002 Consolidated profit and loss account for the year ended 31st December 2001 2001 2000 Note £'000 £'000 Interest receivable - interest receivable and similar income arising from debt securities 18,158 12,804 - other interest receivable and similar income 5,014 5,414 Interest payable (11,774) (9,131) Net interest income 11,398 9,087 Dividend income 125 57 Fees and commissions receivable 70,667 68,787 Fees and commissions payable (4,361) (4,566) Other operating income 836 1,395 Operating income - continuing operations 78,665 74,760 Administrative expenses (53,626) (44,069) Depreciation and amortisation (6,107) (4,528) Other operating charges (726) (590) Provisions for bad and doubtful debts 53 (403) Group operating profit 18,259 25,170 Group operating profit before amortisation of goodwill 20,629 26,542 Amortisation of goodwill (2,370) (1,372) Net profit on sale of regional office business - continuing operations 8 381 - Group profit on ordinary activities before tax - continuing operations 18,640 25,170 Tax on Group profit on ordinary activities 3 (6,960) (8,297) Group profit on ordinary activities after tax 11,680 16,873 Dividends 4 (9,422) (8,993) Retained profit for the year 2,258 7,880 Dividends per ordinary share 4 26p 25p Earnings per ordinary share 5 Basic after goodwill amortisation 32.33p 47.45p Basic before goodwill amortisation 40.86p 51.31p Diluted after goodwill amortisation 32.09p 46.39p Diluted before goodwill amortisation 40.56p 50.16p Consolidated balance sheet as at 31st December 2001 2001 2000 £'000 £'000 Assets Cash and balances at central banks 8,083 18,349 Settlement balances 8,629 26,111 Loans and advances to banks 38,109 40,405 Loans and advances to customers 30,207 32,550 Debt securities 381,525 234,591 Equity shares 70 65 Intangible fixed assets 27,592 29,378 Tangible fixed assets 8,955 7,764 Other assets 3,083 3,582 Prepayments and accrued income 15,146 12,838 Total assets 521,399 405,633 Liabilities Deposits by banks 630 3,127 Settlement balances 7,387 13,632 Customer accounts 416,033 289,643 Other liabilities 9,154 11,065 Accruals and deferred income 5,742 4,981 Provision for liabilities and charges 7,024 12,506 Called up share capital 1,814 1,800 Share premium account 7,277 6,156 Other reserves 25,342 23,811 Profit and loss account 40,996 38,912 Equity shareholders' funds 75,429 70,679 Total liabilities 521,399 405,633 Memorandum items Contingent liabilities - guarantees 955 32 - assets pledged as collateral security 40 18 995 50 Commitments - undrawn commitments to lend 5,765 1,885 Consolidated cash flow statement for the year ended 31st December 2001 2001 2000 Notes £'000 £'000 £'000 £'000 Net cash inflow from operating activities 9(i) 160,146 144,462 Taxation - UK corporation tax (7,756) (7,520) - overseas tax (502) (193) Net cash outflow for taxation (8,258) (7,713) Capital expenditure and financial investments -purchase of equity shares (5) - - purchase of investment securities (1,873,471) (1,087,513) - proceeds from sale and maturities of 1,726,537 981,170 investment securities - purchase of tangible fixed assets (5,331) (3,776) - sale of tangible fixed assets 358 209 Net cash outflow for capital expenditure and (151,912) (109,910) financial investments Acquisitions and disposals - acquisitions of subsidiaries (4,193) (5,328) - disposal of regional office business 1,092 - - net cash acquired with subsidiary undertakings 11 628 Net cash outflow for acquisitions and disposals (3,090) (4,700) Equity dividends paid (9,019) (8,452) Net cash (outflow)/inflow before financing (12,133) 13,687 Financing - issue of shares 727 1,011 - capital element of finance lease rental payments - (44) Net cash inflow from financing 9(iii) 727 967 (Decrease)/increase in cash in the year 9(ii) (11,406) 14,654 Consolidated statement of total recognised gains and losses for the year ended 31st December 2001 2001 2000 £'000 £'000 Profit for the financial year attributable to shareholders 11,680 16,873 Currency adjustments 132 291 Total recognised gains and losses for the year 11,812 17,164 Reconciliations of movements in shareholders' funds for the year ended 31st December 2001 2001 2000 £'000 £'000 Profit for the financial year attributable to shareholders 11,680 16,873 Dividends (9,422) (8,993) Retained profit for the financial year 2,258 7,880 Currency adjustments 132 291 Shares issued 14 65 Premium on shares issued 1,941 11,004 Goodwill on disposals previously eliminated against reserves 711 - Movement in relation to the SIP (306) - Net addition to shareholders' funds 4,750 19,240 Opening shareholders' funds 70,679 51,439 Closing shareholders' funds 75,429 70,679 Notes 1 Accounting policies This preliminary announcement has been prepared on the basis of the accounting policies as set out in the published report and accounts for the year ended 31st December 2000 with the exception of the following: (a) Financial Reporting Standards In 2001, the Group has adopted the provisions of the UK Financial Reporting Standard ('FRS') 18 'Accounting Policies'. The Group has made the transitional disclosures required by FRS 17 'Retirement benefits'. (b) Goodwill Goodwill is amortised to nil by equal instalments over its estimated useful life as follows: - investment management businesses 8-10 years - trust businesses 20 years The amortisation period for investment management businesses acquired has been shortened from 20 years to 8-10 years. The effect of the change has been to increase the goodwill amortisation charge for 2001 by £778,000 of which £291,000 relates to prior periods. Such goodwill will continue to be subject to periodic review for impairment. (c) Share Incentive Plan (formerly known as the All Employee Share Ownership Plan) In accordance with Urgent Issues Task Force ('UITF') Abstract 13 'Accounting for ESOP Trusts', the Company's Share Incentive Plan ('SIP') has been treated as a branch of the Company reflecting assets which have not yet vested with employees and the corresponding liabilities. Assets not yet deemed to have vested with employees are: - Matching shares still subject to forfeiture - Free shares still subject to forfeiture - Uninvested partnership share contributions Matching shares and free shares are held in the balance sheet at cost as 'own shares' within fixed assets to the extent they have been purchased in the market. Where the matching shares and free shares have been newly issued, the cost is debited to profit and loss reserves. In accordance with UITF Abstract 17 (revised 2000) 'Employee share schemes', the cost of the matching shares and free shares is charged to the profit and loss account as follows: - Matching shares - the charge, calculated in accordance with UITF Abstract 17, is spread on a straight line basis over the period from the start of the accumulation period to the end of the forfeiture period (three years from allocation) when the shares become unconditionally vested in the employees - Free shares - the charge, calculated in accordance with UITF Abstract 17, is debited to the profit and loss account in the performance period, being the calendar year. 2 Segmental information Gross operating income Profit before taxation 2001 2000 2001 2000 £'000 £'000 £'000 £'000 By class of business: Investment management and banking (see note below) 75,162 73,065 14,526 21,549 Trust services 19,638 15,392 4,114 3,621 94,800 88,457 18,640 25,170 Total assets Net assets 2000 2001 2000 2001 (Restated) £'000 £'000 £'000 £'000 By class of business: Investment management and banking (see note below) 469,377 358,325 44,402 39,947 Trust services 52,022 47,308 31,027 30,732 521,399 405,633 75,429 70,679 The Group's banking activity relates almost entirely to clients in the investment management business and both are treated as one segment for management and internal reporting purposes. Accordingly, in the opinion of the directors, it is more meaningful to present segmental information for these activities on a combined basis. Gross operating income Profit before taxation 2001 2000 2001 2000 £'000 £'000 £'000 £'000 By geographical segment: United Kingdom 80,028 75,448 14,246 20,546 Jersey, Switzerland and other European countries 12,235 10,862 2,960 3,381 The Americas 2,537 2,147 1,434 743 94,800 88,457 18,640 25,170 Total assets Net assets 2000 2001 2000 2001 (Restated) £'000 £'000 £'000 £'000 By geographical segment: United Kingdom 471,535 355,915 45,036 40,769 Jersey, Switzerland and other European countries 45,429 44,348 27,566 27,813 The Americas 4,435 5,370 2,827 2,097 521,399 405,633 75,429 70,679 The allocations by class of business and geographical segment of total and net assets include goodwill of £27,592,000 (2000: £29,378,000) of which £24,261,000 (2000: £25,855,000) relates to Trust services. Gross operating income comprises interest receivable, dividend income, fees and commissions receivable and other operating income which arise by geographical segment as follows: Interest receivable Dividend income Fees and commissions Other operating receivable income 2001 2000 2001 2000 2001 2000 2001 2000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 United Kingdom 22,126 17,205 125 57 56,966 56,834 811 1,352 Jersey, Switzerland and 883 833 - - 11,351 9,986 1 43 other European countries The Americas 163 180 - - 2,350 1,967 24 - 23,172 18,218 125 57 70,667 68,787 836 1,395 In the opinion of the Directors, there is no material difference between the sales origin and destination of gross operating income and accordingly, the geographic segmental analysis has been prepared on a sales origin basis only. None of the activities were discontinued in the current and previous years. The tables include companies that have joined the Group with effect from the date of their acquisition. Common costs and earnings on shareholders' funds have been allocated on the same basis that is used for internal management reporting. Total assets have been allocated on a legal entity basis, which, in the main, reflects both the 'by class of business' and 'by geographical segment' analyses. 3 Taxation 2001 2000 £'000 £'000 UK corporation tax Current tax on income for the year 6,125 8,058 Adjustments in respect of previous years 67 47 6,192 8,105 Double taxation relief (625) (600) 5,567 7,505 Foreign tax Current tax on income for the year 952 839 Adjustments in respect of previous years 41 (3) 993 836 Deferred taxation charge/(credit) 400 (44) 6,960 8,297 The effective tax rate for the year is 32% after adjusting the profit before taxation for goodwill amortisation charges of £3,081,000 (comprising £2,370,000 included in operating administrative expenses and £711,000 included in non-operating exceptional items). 4 Dividends The Board is recommending a final dividend of 16p (2000: 15p) payable on 14th May 2002 to persons on the register on 12th April 2002 and this, together with the interim dividend of 10p (2000: 10p), results in total dividends of 26p (2000: 25p) per ordinary share for the year. 2001 2000 £'000 £'000 Interim dividend of 10p per share on 36,175,860 shares (2000: 10p per share on 35,801,385 shares) 3,618 3,580 Final dividend of 16p per share on 36,280,118 (2000: 15p per share on 36,003,418 shares) 5,804 5,400 Adjustment to previous year's final dividend - 13 Total dividends - 26p per share (2000: 25p per share) 9,422 8,993 5 Earnings per share Basic earnings per share has been calculated by dividing the profit attributable to shareholders of £11,680,000 (2000: £16,873,000) by the weighted average number of shares in issue throughout the year of 36,127,021 (2000: 35,560,272). Diluted earnings per share is the basic earnings per share, adjusted for the effect of contingently issuable shares, employee share options remaining capable of exercise and any dilutive shares to be issued under the Share Incentive Plan, weighted for the relevant period (see table below). The directors believe that the provision of additional EPS figures, in particular before goodwill amortisation, is beneficial to the users of the financial statements to understand the performance of the Group and therefore supplementary basic and diluted EPS figures have been calculated to exclude the effect of goodwill amortisation of £3,081,000, comprising £2,370,000 included in operating administrative expenses and £711,000 included in non-operating exceptional items (2000: £1,372,000 included in operating administrative expenses). The average fair value of one ordinary share during 2001 was £8.70 (2000: £9.93) and the average exercise price for shares under option during 2001 was £7.19 (2000: £6.34). 2001 2000 Weighted average number of ordinary shares in issue during the year - basic 36,127,021 35,560,272 Effect of ordinary share options 256,222 484,043 Effect of dilutive shares issuable under the Share Incentive Plan 10,621 - Weighted average number of contingently issuable ordinary shares during the year - 325,949 Diluted ordinary shares 36,393,864 36,370,264 6 Equity shares 2001 2000 Directors' Directors' valuation/ valuation/ market market Cost value Cost value £'000 £'000 £'000 £'000 Listed equity shares (see Note (b) below) - 8,440 - 4,550 Unlisted equity shares 70 70 65 65 70 8,510 65 4,615 a. The equity shares are held as investment securities for continuing use in the business. (b) The Group holds a total of 2,000,000 shares in London Stock Exchange plc held by the Group's stockbroking subsidiaries, Rathbone Neilson Cobbold Limited and Rathbone Laurence Keen Limited which are held in the balance sheet at cost (£2). Shares in London Stock Exchange plc were listed on the main market of the Exchange on 20th July 2001. Simultaneously with listing, the Exchange completed a bonus issue of shares on the basis of nine new ordinary shares for each share held. 7 Pension schemes FRS 17 disclosures Whilst the Group continues to account for pension costs in accordance with Statement of Standard Accounting Practice 24 'Accounting for pension costs', under FRS 17 'Retirement benefits' the following transitional disclosures are required: (i) The Group currently operates two funded pension schemes in the UK (the Rathbone Scheme and the Laurence Keen Scheme) providing benefits based on final pensionable salary. The Laurence Keen Scheme was closed to new entrants with effect from 1st October 1999. The Rathbone Scheme will be closed to new entrants with effect from 1st April 2002. The assets are held in independent, trustee administered funds. The pension costs are assessed on the advice of the Scheme actuaries using the projected unit method which looks at the value of the benefits accruing over the year following the valuation date based on projected salary to date of termination of service. (ii) The latest full actuarial valuations were conducted as at 31st December 1999 (the Rathbone Scheme) and 1st April 2000 (the Laurence Keen Scheme) and were updated to 31st December 2001 by qualified independent actuaries. The major assumptions used in these valuations were as follows: Laurence Keen Rathbone Scheme Scheme Rate of increase in salaries 4.7% 4.7% Rate of increase in pensions in payment 2.7% *2.7% Rate of increase of deferred pensions 2.7% 2.7% Discount rate 5.7% 5.7% Inflation assumption 2.7% 2.7% * 5% for service prior to April 2001 The assumptions used by the actuary are the best estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily be borne out in practice. (iii) The fair value of the Schemes' assets, which are not intended to be realised in the short term and may be subject to significant change before they are realised, and the present value of the Schemes' liabilities, which are derived from cash flow projections over long periods and are thus inherently uncertain, and the related tax effect are set out below: Laurence Keen Rathbone Scheme Scheme £'000 £'000 Equities 2,587 11,610 Bonds 3,045 3,319 Other 196 774 Total market value of assets 5,828 15,703 Present value of scheme liabilities (8,000) (23,830) Deficit in scheme (2,172) (8,127) Related deferred tax asset 652 2,438 Net pension liability (1,520) (5,689) (iv) If the above amounts had been recognised in the financial statements, the Group's net assets and profit and loss reserve at 31st December 2001 would have been as follows: £'000 Net assets Net assets excluding pension liability 75,429 Pension liability (7,209) Net assets including pension liability 68,220 Reserves Profit and loss reserve excluding pension liability 40,996 Pension liability (7,209) Profit and loss reserve including pension liability 33,787 (v) The total contributions made by the Group to the Rathbone Scheme during the year to 31st December 2001 were £1,579,538 based on 11.5% of pensionable salary. Given that after 31st March 2002, the Rathbone Scheme will be closed to new entrants, the current pension cost will increase as the members of the Scheme approach retirement. No contributions were made by the Group to the Laurence Keen Scheme during the year (2000: nil). As the Scheme was closed to new entrants with effect from 1st October 1999, the current pension cost will increase as the members of the Scheme approach retirement. 8 Net profit on sale of regional office business Tunbridge Isle of Wells (part) Wight Total £'000 £'000 £'000 Net proceeds on disposal of regional office business 655 437 1,092 Goodwill previously eliminated against reserves (525) (186) (711) Net profit 130 251 381 On 26th January 2001, the Group's Isle of Wight office was sold. On 19th October 2001, part of the business of the Group's Tunbridge Wells office was sold. The amount of tax attributable to the profits on sale included in the overall tax charge is £328,000. 9 Group cash flow statement (i) Reconciliation of operating profit to net cash inflow from operating activities 2001 2000 £'000 £'000 Operating profit 18,259 25,170 Loss/(profit) on disposal of tangible fixed assets 48 (119) Depreciation and amortisation 6,107 4,528 UITF Abstract 17 SIP charge 98 - Provision for bad and doubtful debts (53) 403 Increase in accrued income and prepayments (2,295) (1,334) Increase in provision for liabilities and charges 281 1,039 Increase in accruals and deferred income 772 1,399 Net cash inflow from trading activities 23,217 31,086 Net decrease/(increase) in loans and advances to banks and customers 3,321 (9,774) Net decrease/(increase) in settlement debtor balances 17,482 (4,113) Net decrease in settlement creditor balances (6,245) (238) Net increase in deposits by banks and customer accounts 124,187 126,721 Net (decrease)/increase in other liabilities (2,314) 1,391 Net decrease/(increase) in other assets 498 (611) Net cash inflow from operating activities 160,146 144,462 (ii) Analysis of the balances of cash as shown in the balance sheet At 1st At 31st January Cash Non-cash Exchange December 2001 flow changes movements 2001 £'000 £'000 £'000 £'000 £'000 Cash and balances at central banks 18,349 (10,276) - 10 8,083 Loans and advances to banks repayable on 15 demand 28,386 (1,130) - 27,271 Total 46,735 (11,406) - 25 35,354 The Group is required to maintain a balance with the British Virgin Islands government which, at 31st December 2001, amounted to £344,000 (2000: £335,000). (iii) Analysis of changes in financing Share Share capital premium £'000 £'000 Balance at 1st January 2001 1,800 6,156 Cash inflow 8 719 Other movement 6 402 Balance at 31st December 2001 1,814 7,277 (iv) Acquisition of subsidiary undertaking The acquisition of Speed 7673 Limited on 16th May 2001 did not make a material contribution to the Group's net operating cash flows and did not incur any capital expenditure. (v) Major non-cash transactions The consideration for the purchase of Speed 7673 Limited included shares. 10 Financial information The financial information set out in this preliminary announcement has been extracted from the Group's accounts which have been approved by the Board of Directors. The financial information set out above does not constitute the Company's statutory accounts for the year ended 31st December 2001 or 2000. Statutory accounts for 2000 have been delivered to the Registrar of Companies and those for 2001 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts. Their reports were unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange
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