Preliminary Results

RNS Number : 9594C
Renew Holdings PLC
24 November 2009
 



Renew Holdings plc

("Renew" or the "Group")


Preliminary results for the year ended 30 September 2009


Renew, the Specialist Engineering and Construction Services group, announces pretax profits of £5.5m prior to exceptional items and amortisation charges and maintains its annual dividend at 3.0 pence. 


Financial Highlights


2009

2009

2009

2008


Pre-exceptional items and amortisation charges


Exceptional items and amortisation charges

Post-exceptional items and amortisation charges



Revenue

£316.6m

-

£316.6m

£390.6m

Profit before tax

£5.5m

4.3m)

£1.2m

£6.7m

Earnings per share

6.1p

(5.5p)

0.6p

8.8p






Dividend per share



3.0p

3.0p

Net cash balance



£14.6m

£28.2m

Net assets



£11.3m

£14.3m


Operational Highlights


  • Specialist Engineering revenue of £114.8m (2008: £93.3m), including organic growth of 11%

  • 67% increase in Specialist Engineering order book to £82m (2008:£49m)

  • Two complementary acquisitions in Specialist Engineering in the year

  • Specialist Building capacity aligned to focus on key specialist sectors

  • Group order book at 30 September stood at £202m (2008: £219m)

  • 80% of order book from repeat business

  • Debt free balance sheet and strong net cash balance of £14.6m

  • Final dividend of 2.0p declared, annual dividend maintained at 3.0p (2008: 3.0p)


Roy Harrison OBE, Chairman, commented: 


"The Group's strategy of shifting the balance of revenues progressively into Specialist Engineering is proving justified in the challenging market conditions. Our debt free balance sheet and healthy cash position provides further security and gives confidence that the Group will trade profitably through the recession."


24 November 2009


Enquiries:


Renew Holdings plc

Tel: 0113 281 4200

Brian May, Chief Executive

John Samuel, Group Finance Director




Brewin Dolphin

Andrew Kitchingman  

Sean Wyndham-Quin

Tel : 0845 213 4787



College Hill

Tel: 020 7457 2020

Mark Garraway


Adam Aljewicz



 


Chairman's Statement


Introduction


Against the background of the current economic climate, I am pleased to report satisfactory results for the year.


In these challenging trading conditions, the Group's established strategy of shifting the balance of revenues from Specialist Building to Specialist Engineering, which now accounts for 36% compared with 15% three years ago, is justified as both revenues and profits from Specialist Engineering have increased. The impact of the recession has been keenly felt in Specialist Building but the cost reduction measures which we have implemented throughout the year leaves that part of the Group's business well placed to negotiate these difficult market conditions successfully. 


Results


Group revenue for the year ended 30 September 2009 was £316.6m (2008: £390.6m). Profit before income tax for the year prior to exceptional items and amortisation charges was £5.5m (2008: £9.5m). Profit after tax, exceptional items and amortisation charges, was £0.4m (2008: £5.3m).


The Group remains debt free and at 30 September 2009, the Group's net cash position stood at £14.6m (2008: £28.2m). The Board expects a similar level of net cash at 30 September 2010.


Specialist Engineering revenues increased by 23% to £114.8m, including £7.7m of revenues reclassified from Specialist Building, (2008: £93.3m), and operating profit prior to exceptional items and amortisation charges increased by 16% to £4.0m (2008: £3.5m). The specialist markets in which we operate are in sectors which have strong regulatory drivers. This provides greater visibility of workflow and stability of earnings. 


In Specialist Building the past year has seen worsening conditions resulting in revenues reducing to £202.4m (2008: £294.6m). These reductions have been principally experienced in the retail and non-specialist sectors which accounted for 27% of Specialist Building revenue in 2009 compared to 46% in 2008. Nevertheless, Specialist Building delivered operating profits prior to exceptional items and amortisation charges of £2.5m (2008: £4.9m).


The Group has incurred £4.4m of exceptional costs including £2.6m of restructuring and redundancy costs. The decisive action taken resulted in reduced capacity of 35% in Specialist Building which realigns the business appropriately for market conditions. These actions have produced annual cost savings in excess of £12m.


The Group's order book at 30 September 2009 stood at £202m (2008: £219m) with a 67% increase in Specialist Engineering to £82m (2008: £49m). Over 80% is in the form of repeat business for both Specialist Building and Specialist Engineering sectors. Within Specialist Engineering 70% is in resilient markets with regulated spending plans. Our emphasis will remain on project selectivity to reduce contract risk and to maintain quality of earnings. 


Office of Fair Trading Investigation 


Renew has received the decision from the Office of Fair Trading ('OFT') following its investigation into tender activities within the construction sector. This decision was that a fine of £0.5m will be levied on Allenbuild Limited ("Allenbuild"), one of its subsidiaries, and that a fine of £3.0m will be levied on Bullock Construction Limited ("Bullock"). Bullock is a former subsidiary of Renew, which was sold in September 2005 to a company controlled by Bullock's management. The OFT holds that Renew is jointly and severally liable for these fines. Having taken legal advice, Renew has appealed against the OFT decision and the Board believes that Renew will have no liability in respect of the Bullock fine. Accordingly, in these results, the Group has provided a sum of £0.5m as an exceptional charge in respect of the Allenbuild fine. 

 

Dividend


The Board is proposing to maintain the final dividend at 2.0p per share. This will provide an annual dividend of 3.0p (2008: 3.0p). The dividend will be paid on 25 February 2010 to shareholders on the register as at 27 January 2010 and in accordance with accounting standards will be accounted for in the 2010 financial year. The shares will become ex-dividend on 29 January 2010.


Growth Strategy


Our strategy addresses current market conditions and focuses on two distinct business streams, Specialist Engineering and Specialist Building. Our aim is to increase revenue in Specialist Engineering both organically and by acquisition, whilst maintaining operating margins in the target range of 3% to 4%. During the year, we have added to the breadth of our offering in both the Water and Nuclear industries with the acquisitions of C.&A. Pumps Limited and Mothersill Engineering. In Specialist Building we aim to selectively access opportunities, maintaining profitability of at least 1% at the operating level with a longer term target of 2% as markets improve.


Our medium term objective is to develop a Specialist Engineering and Construction Services Group with overall operating profits of over 2% and with Specialist Engineering providing 50% of revenue.


Outlook


The continuing difficult market presents challenges however our debt free balance sheet with available cash resources puts Renew in a position of strength. The Group benefits from a highly experienced management team, led by Brian May, Chief Executive, and I am confident that the Group will deliver a resilient performance and trade profitably through the recession.




Roy Harrison OBE 


Chairman


24 November 2009



Chief Executive's Review


Overview


Our strategy of expanding Specialist Engineering activities whilst concentrating on secure margin delivery in Specialist Building is well established.


In Specialist Engineering, Group revenue has increased by 23% (11% organically) and now accounts for 36% of Group revenue with margins remaining within our target range at 3.5%. Our Specialist Engineering markets are resilient and have strong regulatory drivers. This is evidenced by the encouraging 67% increase in forward work to £82m (2008: £49m), of which 97% is in the form of repeat business.


In Specialist Building, as anticipated, revenues reduced by 31% (27% being in retail and non specialist sectors). Despite this, Specialist Building remained profitable with a 1.2% return prior to exceptional items. The decisive action taken to reduce capacity has resulted in a Specialist Building business which is now appropriately sized, with a competitive cost base, to meet the market conditions anticipated over the coming years.


We have continued to look for complementary acquisitions to develop our Specialist Engineering business. Whilst acquisitions that meet our demanding criteria have been difficult to identify, we were delighted to announce two acquisitions during the year. In October 2008, Seymour's capability in the water industry was further enhanced with the acquisition of C.&A. Pumps Ltd. C&A is based in County Durham and operates nationally providing mechanical and electrical design, installation and maintenance services.


In May we acquired Mothersill Engineering a specialist machining and fabrication business, which enhances our offering to the Nuclear Industry. Mothersill has worked with our nuclear business, Shepley, for many years and provides support to nuclear new build projects, decommissioning and production operations.  


Review of Operations


Specialist Engineering


Nuclear


Shepley Engineers continues to be active in five nuclear facilities, Sellafield, Drigg, Springfields, Capenhurst and Chapelcross. At Sellafield, where Shepley has worked for 54 years, the company remains the largest mechanical and electrical contractor on site. Shepley operates in the fields of both asset support and decommissioning, underpinned by four frameworks with Sellafield Ltd, all of which have been extended during the year. The Multi Discipline Site Wide framework continues to provide significant volume. 


The spend by the Nuclear Decommissioning Authority is planned to be £8.4bn over the next 3 years with 59% allocated to the facilities in which Shepley is active. This is providing additional opportunities outside the frameworks and during the year Shepley has received initial orders on the £80m Separation Area Ventilation project and the £200m B30 project, the most hazardous industrial complex in Western Europe. Further work on these projects is anticipated.


In addition Shepley was recently awarded the £4.3m project to reclad Unit 560, direct for Sellafield Ltd. It is also part of the major group, which includes Jacobs and Doosan Babcock, bidding for the High Active Liquid Effluent Facility, the largest single contract to be let by Sellafield, with a value in excess of £500m.

 Water


Seymour, acquired by the Group in 2007, specialises in water infrastructure development, flood alleviation and sea defences.  Seymour's revenues have increased by 50% since acquisition.


Seymour's largest client is Northumbrian Water for whom it carries out work on four frameworks. Flood alleviation and combined sewer outflows continue to feature strongly with £15m of orders received in the year. Northumbrian Water is the 8th largest water company measured by investment spend and the frameworks are due for renewal in 2011. Seymour has commenced work to maximise its future position on the AMP5 frameworks.


During the year C&A has been awarded an M&E framework by Scottish Water, the first for this client. Similarly Allenbuild has recently been appointed to our first framework with Severn Trent, which is expected to provide £20m of projects per annum for its framework partners.


Ofwat recently published its draft proposals for a £21bn investment programme over the next 5 years. This is an increase over the last five year period with a greater spend anticipated on flood alleviation.


Land Remediation


The repositioning of the VHE business last year into regional civil engineering, due to the reduced remediation market, has proved effective. This is demonstrated by the award of the £15m Cudworth Bypass contract which is the fifth contract for Barnsley MBC.


Remediation continues to provide opportunities for VHE and during the year we were awarded a £5.8m project to remediate the site of the Commonwealth Games Athletes Village in Glasgow, one of the largest remediation projects in Scotland. In addition, VHE has been appointed preferred bidder to develop a remediation strategy on a redundant gas works in Jersey. Work also continues to be awarded under our National Grid framework with discussions ongoing to secure a 2 year extension.


VHE is the UK's leading specialist contractor undertaking remediation works under Part IIA of the Environmental Act and recently has secured two further awards, including a £1.5m scheme in Cardiff. Part IIA of the Environmental Protection Act 1990 sets out the regulatory framework for Local Authorities to deal with the estimated 200,000 hectares of land contaminated during previous use.


VHE continues to improve its remediation skills and is investigating different remediation technologies to respond to environmental and energy saving concerns.  VHE is developing an expertise in solidification and stabilisation with a European partner. VHE remains well placed to provide its specialist skills as opportunities arise.


Rail


Our rail business, YJL Infrastructure, has seen substantial growth in the year and has now widened its customer base, working for 8 client bodies over the last two years.


The principal market is within London and the Home Counties where there are approximately 700 stations and 30 depots. £40bn has been committed to Transport for London to upgrade London's transport system over the next 10 years, with Network Rail also having a £35bn development plan running to 2014. YJL Infrastructure, as an accredited rail contractor, is active in both these sectors.


In October 2008, YJL Infrastructure was appointed to the Vendor Capital Programme framework with London Underground which will provide ongoing opportunities over the next four years. During the last year major awards have been the modernisation of Marble Arch and Notting Hill Gate stations, valued at £15m each, station fit outs for South Eastern on CTRL and two projects for Network Rail at Waterloo, including the complex and time sensitive Peak Hour Subway. An award has also been received for an intrusive survey project for Crossrail.

 

Specialist Building


Social Housing


Allenbuild has now established itself as one of the leading new build social housing contractors in the South East having doubled revenues over the last three years. It continues to receive awards recognising its reputation for quality, delivery, innovation and value engineering and is at the forefront of developments on environmental, sustainability and energy saving issues.


The social housing market has well established spending plans. Allenbuild has a position on 10 frameworks, an increase of 2 in the year. These underpin the business providing access to an annual £650m market. Allenbuild has relationships with 6 of the top 12 housing associations as listed in the recent Homes & Communities Agency grant allocation awards.


66% of projected revenues in this sector are secured for the coming year with the balance identified and in final negotiation. In addition, there is over £100m of future opportunities in discussion.


Restoration and Refurbishment


This specialist sector has remained strong, particularly for Walter Lilly, which remains a preferred contractor for consultants in high quality residential refurbishment. Walter Lilly has particular skills in providing innovative solutions to the temporary works challenges in extending properties underground, which is a major requirement for most residential projects in London. This skill has been demonstrated in the successful completion of the 11m deep basement to form a stacking car park at their £36m project in Grosvenor Crescent.


During the year, good progress was made on the extensive refurbishment of a large Grade II listed private residence in Regents Park and Walter Lilly was also awarded the £35m contract to carry out restoration and refurbishment works to a prestigious Grade II listed property in Park Lane.


Walter Lilly was proud to be awarded the project to construct the 7th July memorial in Hyde Park. The memorial, which was officially opened by HRH Prince of Wales, contains 52 stelae, one for each of those who lost their lives in the Central London bombings in July 2005.


The Group has worked on a variety of projects at the Palace of Westminster for over 12 years and was delighted to be awarded the first phase of the cast iron roof restoration, valued at £7m.  


Science and Education


Substantial Government funding remains committed to improving the country's science and education facilities. We continue to secure projects both individually and through our 8 national frameworks in this sector. 


We have continued our long association with Defra with a further £7m award and have recently been awarded our 63rd project in a 17 year relationship with GlaxoSmithKline. In addition we have received a further award on our Imperial College framework.


Following confirmation of Learning and Skills Council funding for the Kirklees College Waterfront Campus, we are now finalising contractual arrangements on this £46m project and have commenced works on site under an enabling contract.

 People


Keeping our employees and those who work with us operating safely is of paramount importance to the Group. I am pleased that 2009 has seen us again beat our yearly safety target with a reduction of 17% in the Accident Incidence Rate over the year, which is a 64% reduction over the last 4 years.  


The achievements of the Group, during these challenging times, is a testament to the skills, hard work and commitment of all our employees for which the Board is very grateful.


Summary


The Group continues to make progress in realising its objective of shifting the balance of its revenues progressively into Specialist Engineering.


In Specialist Engineering we are active in markets that are substantially underpinned by regulatory spending, whilst in Specialist Building we are focusing our capacity on more resilient specialist sectors.


The Group is now appropriately structured to meet the challenges of the years ahead. The Board has set a target for 2012 of developing a Specialist Engineering and Construction Services Group with an operating profit margin of over 2% and with Specialist Engineering providing at least 50%.




Brian May


Chief Executive


24 November 2009



Group income statement

For the year ended 30 September 2009



















Before

Exceptional










exceptional

items and










items and

amortisation










amortisation

of intangible










of intangible

assets









Note

assets


Total

Total



















2009

2009

2009

2008








£000

£000

£000

£000












Group revenue from continuing activities



2

316,648

-  

316,648

390,557

Cost of sales 






(282,638)

 -

(282,638)

(347,820)

Gross profit






34,010

 -

34,010

42,737

Administrative expenses 






(29,423)

(4,375)

(33,798)

(37,902)

Operating profit





2

4,587

(4,375)

212

4,835

Finance income






939

 -

939

1,618

Finance costs






(46)

-

(46)

(254)

Other finance income - defined benefit pension scheme



65

 -

65

543

Profit before income tax





5,545

(4,375)

1,170

6,742

Income tax expense





4

(1,877)

1,085

(792)

(1,482)

Profit for the year attributable to equity holders of the parent company

3,668

(3,290)

378

5,260

Basic earnings per share





6

6.1p

(5.5p)

0.6p

8.8p

Diluted earnings per share




6

6.0p

(5.4p)

0.6p

8.6p


































Group statement of recognised income and expense





Total

Total

For the year ended 30 September 2009






2009

2008










£000

£000












Profit for the year attributable to equity holders of the parent company




378

5,260

Exchange movement in reserves







622

574

Movement in actuarial deficit







(2,895)

(497)

Movement on deferred tax relating to the defined benefit pension scheme




811

116

Total recognised income and expense for the year attributable to 






equity holders of the parent company






(1,084)

5,453



Group balance sheet

     At 30 September 2009



2009

2008



£000

£000


Note



Non-current assets




Intangible assets - goodwill


9,558

8,548

  - other


474

620

Property, plant and equipment


5,368

4,503

Deferred tax assets


4,097

4,069



19,497

17,740

Current assets




Inventories


8,082

6,367

Trade and other receivables


67,249

87,766

Current tax assets


44

 455

Cash and cash equivalents


14,863

28,289



90,238

122,877





Total assets


109,735

140,617





Non-current liabilities




Obligations under finance leases


(6)

(10)

Retirement benefit obligations


(2,351)

(1,479)

Deferred tax liabilities


(233)

(256)

Provisions


(680)

(1,068)



(3,270)

(2,813)

Current liabilities




Borrowings


(263)

(110)

Trade and other payables


(93,612)

(119,246)

Obligations under finance leases


(21)

(67)

Current tax liabilities


(121)

(159)

Provisions


(1,119)

(3,941)



(95,136)

(123,523)





Total liabilities


(98,406)

(126,336)





Net assets


11,329

14,281





Share capital


5,990

5,990

Share premium account


5,893

5,893

Capital redemption reserve


3,896

3,896

Cumulative translation reserve


1,046

424

Share based payments reserve


162

233

Retained earnings


(5,658)

(2,155)

Total equity

7

11,329

14,281




Group cash flow statement

For the year ended 30 September 2009








Total

Total







2009

2008







£000

£000









Profit for the year





378

5,260

Amortisation of intangible assets



309

248

Depreciation





1,497

1,708

Profit on sale of property, plant and equipment


(71)

(262)

(Increase)/decrease in inventories




(935)

716

Decrease in receivables




21,646

2,405

Decrease in payables




   

(30,165)

(1,599)

Current service cost in respect of defined benefit pension scheme

70

72

Cash contribution to defined benefit pension scheme


(2,028)

(2,106)

(Income)/expense in respect of share options



(71)

136

Financial income





(1,004)

(2,161)

Financial expenses





46

254

Interest paid





(46)

(254)

Income taxes received/(paid)


323

(1,344)

Income tax expense





792

1,482

Net cash (outflow)/inflow from operating activities


(9,259)

4,555









Investing activities







Interest received





939

1,618

Proceeds on disposal of property, plant and equipment


399

1,267

Purchases of property, plant and equipment


(1,606)

(2,028)

Acquisition of subsidiaries net of cash acquired


(2,260)

(32)

Net cash (outflow)/inflow from investing activities


(2,528)

825









Financing activities







Dividends paid





(1,797)

(1,317)

Repayments of obligations under finance leases


(104)

(470)

Net cash outflow from financing activities


(1,901)

(1,787)









Net (decrease)/increase in cash and cash equivalents


(13,688)

3,593









Cash and cash equivalents at beginning of year


28,179

24,400









Effect of foreign exchange rate changes on cash and cash equivalents

109

186









Cash and cash equivalents at end of year


14,600

28,179









Bank balances and cash




14,863

28,289

Borrowings





(263)

(110)







14,600

28,179



Notes 


1 International Financial Reporting Standards


The consolidated financial statements for the year ended 30 September 2009 have been prepared in accordance with International Financial Reporting Standards ("IFRS"). These preliminary results are extracted from those financial statements. 


2 Segmental analysis


For management purposes the Group is organised into three operating segments: Building, Engineering and Property & central activities.  


Segment information about the Group's continuing operations is presented below:




2009

2008

Revenue is analysed as follows:


£000

£000





Building


202,358

294,553

Engineering


114,779

93,286

Property & central activities


535

8,213

Inter divisional revenue


(1,024)

(5,495)

Group revenue from continuing operations 


316,648

390,557



Before

Exceptional




exceptional

items and




items and

amortisation




amortisation

of intangible




of intangible

assets

  2009

  2008

Analysis of operating profit

£000

£000

£000

£000






Building

2,525

(2,300)

225

4,003

Engineering

4,008

(1,446)

2,562

3,108

Property & central activities

(1,946)

(629)

(2,575)

(2,276)

Operating profit

4,587

(4,375)

212

4,835

Net financing income

958

- 

958

1,907

Profit on ordinary activities before income tax

5,545

(4,375)

1,170

6,742




Notes 


Exceptional items and amortisation of intangible assets



2009

2008


£000

£000


 

 

Restructuring and redundancy costs

2,566

1,471

Legacy contract settlement

1,000

-

Provision for Office of Fair Trading fine

500

-

Costs in relation to statutory debt provision 

-

 1,168

Profit on disposal of plant fleet

-

(122)

Total exceptional items

4,066

2,517

Amortisation of intangible assets 

309

248


4,375

2,765


The Board has determined that certain charges to the income statement should be separately identified for better understanding of the Group's results for the year ended 30 September 2009.


Following the deterioration in market conditions faced by certain of the Group's companies, the Group decided to reduce its cost base in its Specialist Building business. As a result, the Group has incurred redundancy and restructuring costs of £2,566,000 (2008:£1,471,000)


Additionally, a charge of £1,000,000 was incurred in respect of a final account settlement on the last of the basket of legacy construction contracts, which were originally provided against in 2005.


The Group has provided for a fine of £500,000 in connection with the decision of the Office of Fair Trading following its investigation into tender activities within the construction sector. The related offences occurred in 2003 and 2004 in part of the Group which has since been closed.


The Board has also separately identified the charge of £309,000 (2008: £248,000) for the amortisation of the fair value ascribed to certain intangible assets other than goodwill arising from the acquisitions of Seymour (C.E.C) Holdings Limited and C.&A. Pumps Limited.



Notes  


4 Income tax expense


Analysis of expense in year


2009


2008


£000

£000

Current tax:

 

 

UK corporation tax on profits of the year

-

(159)

Adjustments in respect of previous periods

(32)

 (409)


(32)

(568)

Foreign tax

-

(51)

Total current tax

(32)

(619)

Deferred tax - defined benefit pension scheme

(566)

(699)

Deferred tax - other timing differences

(194)

(164)

Total deferred tax 

(760)

(863)

Income tax expense 

(792)

(1,482)




5 Dividends


2009

2008



Pence/share

Pence/share



 

 

Interim (related to the year ended 30 September 2009)


1.00

1.00

Final (related to the year ended 30 September 2008)


2.00

1.20

Total dividend paid


3.00

2.20







£000

£000

Interim (related to the year ended 30 September 2009)


598

598

Final (related to the year ended 30 September 2008)


1,199

719

Total dividend paid


1,797

1,317


Dividends are recorded only when authorised and are shown as a movement in equity rather than as a charge in the income statement. The Directors are proposing that a final dividend of 2.0p per Ordinary Share be paid in respect of the year ended 30 September 2009. This will be accounted for in the 2009/10 financial year.


6 Earnings per share





2009




2008



Earnings

EPS

DEPS


Earnings

EPS

DEPS



£000

Pence

Pence


£000

Pence

Pence

Earnings before exceptional costs & amortisation


3,668

6.12

5.98


7,298

12.18

11.87

Exceptional costs & amortisation


(3,290)

(5.49)

(5.36)


(2,038) 

 (3.40) 

 (3.32) 

Basic earnings per share


378

0.63

0.62


5,260

8.78

8.55

Weighted average number of shares



59,899

61,352



59,899

61,497


The dilutive effect of share options is to increase the number of shares by 1,453,000 (2008: 1,598,000) and reduce basic earnings per share by 0.01p (2008: 0.23p).

 

 

Notes 


7 Reconciliation of movements in total equity






2009

2008


£000


£000

Profit for the year

378

5,260

Dividends paid

(1,797)

(1,317)


(1,419)

3,943

Other recognised income and expense for the year

(1,462)

193

Recognition of share based payments

(71)

136

Net movement in total equity

(2,952)

4,272


 

 

At 1 October 2008

14,281

10,009

At 30 September 2009 

11,329

14,281


8 Preliminary financial information


The financial information set out above does not constitute the company's statutory accounts for the years ended 30 September 2009 or 2008 but is derived from those accounts. Statutory accounts for 2008 have been delivered to the registrar of companies, and those for 2009 will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 2008 nor a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 2009.



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