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CMP - Cipla Medpro South Africa Ltd - Restated results for the year ended 31
December 2011
Cipla Medpro South Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/018027/06)
Share code: CMP
ISIN: ZAE000128179
("the Company" or "CMSA")
Consolidated statement of comprehensive income
Audited Audited
Year ended Year ended
31 December 31 December
2011 2010
R`000 R`000
Revenue 1 767 561 1 446 979
Cost of sales (712 045) (548 892)
Gross profit 1 055 516 898 087
Other income 121 264 6 614
Selling and distribution expenses (365 803) (284 972)
Administrative expenses (137 826) (155 751)
Other expenses (222 076) (116 475)
Profit before finance costs and income tax 451 075 347 503
Net finance costs and finance income (42 626) (57 755)
Finance costs (58 212) (60 585)
Finance income 15 586 2 830
Profit before income tax 408 449 289 748
Income tax expense (121 462) (90 445)
Profit for the year 286 987 199 303
Profit attributable to:
Equity holders of the parent 281 961 195 403
Non-controlling interest 5 026 3 900
Profit for the year 286 987 199 303
Other comprehensive income for the
year (net of income tax) - -
Total comprehensive income for the year 286 987 199 303
Total comprehensive income
attributable to:
Equity holders of the parent 281 961 195 403
Non-controlling interest 5 026 3 900
Total comprehensive income for the year 286 987 199 303
Number of shares
In issue (including treasury shares) (`000) 446 462 454 027
Weighted average (excluding treasury
shares)
Basic (`000) 446 945 442 489
Diluted (`000) 449 264 447 241
Earnings per share
Basic (cents) 63,1 44,2
Diluted (cents) 62,8 43,7
Reconciliation of headline earnings
Profit attributable to equity holders
of the parent 281 961 195 403
Adjusted for: 215 36
(Gain) loss on disposals of property,
plant and equipment (72) 42
Loss on deemed disposal of joint venture 385 -
Total tax effects of adjustments (98) (6)
Headline earnings 282 176 195 439
Headline earnings per share
Basic (cents) 63,1 44,2
Diluted (cents) 62,8 43,7
Consolidated statement of changes in equity
Attributable to equity holders of the parent
Share-
based
Share Share Treasury payment
capital premium shares reserve*
Audited R`000 R`000 R`000 R`000
Balance at 1 January 2010 450 1 040 924 (23 304) 15 613
Total comprehensive income for
the year - - - -
Issue of share capital 4 22 201 - -
Share issue expenses - (27) - -
Shares issued from the CMSA
Share Option Trust - - 17 490 -
Shares acquired by the CMSA
Share Option Trust - - (22 205) -
IFRS 2 Share-based Payments - - - 10 478
Dividends paid - - - -
Balance at 1 January 2011 454 1 063 098 (28 019) 26 091
Total comprehensive income for
the year - - - -
Share buy-back (8) (49 975) - -
IFRS 2 Share-based Payments - - - 1 455
Changes in ownership interest:
- Cipla Agrimed (Pty) Limited - - - -
- Cipla Nutrition (Pty) Limited - - - -
Dividends paid - - - -
Balance at 31 December 2011 446 1 013 123 (28 019) 27 546
Non-
control-
Retained ling Total
income* Total interest equity
Audited R`000 R`000 R`000 R`000
Balance at 1 January 2010 542 862 1 576 545 3 822 1 580 367
Total comprehensive income
for the year 195 403 195 403 3 900 199 303
Issue of share capital - 22 205 - 22 205
Share issue expenses - (27) - (27)
Shares issued from the CMSA
Share Option Trust - 17 490 - 17 490
Shares acquired by the CMSA
Share Option Trust - (22 205) - (22 205)
IFRS 2 Share-based Payments - 10 478 - 10 478
Dividends paid (22 493) (22 493) (250) (22 743)
Balance at 1 January 2011 715 772 1 777 396 7 472 1 784 868
Total comprehensive income
for the year 281 961 281 961 5 026 286 987
Share buy-back - (49 983) - (49 983)
IFRS 2 Share-based Payments - 1 455 - 1 455
Changes in ownership
interest:
- Cipla Agrimed (Pty) Limited 11 11 1 588 1 599
- Cipla Nutrition (Pty)
Limited - - (192) (192)
Dividends paid (56 753) (56 753) (1 350) (58 103)
Balance at 31 December 2011 940 991 1 954 087 12 544 1 966 631
*Retained earnings comprise of:
Audited Audited
31 December 31 December
2011 2010
R`000 R`000
Share-based payment reserve 27 546 26 091
Retained income 940 991 715 772
Retained earnings as per statement of financial
position 968 537 741 863
Consolidated statement of financial position
Audited Audited
31 December 31 December
2011 2010
R`000 R`000
ASSETS
Non-current assets
Property, plant and equipment 444 457 420 125
Intangible assets 1 535 443 1 475 470
Other investments 8 6
Loans receivable 3 191 -
Deferred tax assets 67 179 28 220
Total non-current assets 2 050 278 1 923 821
Current assets
Inventory 414 907 289 661
Income tax receivable 1 312 742
Trade and other receivables, including derivatives 350 264 264 775
Loans receivable 3 881 7 709
Cash and cash equivalents 16 493 46 448
Total current assets 786 857 609 335
Total assets 2 837 135 2 533 156
EQUITY
Issued share capital 446 454
Share premium 1 013 123 1 063 098
Treasury shares (28 019) (28 019)
Retained earnings 968 537 741 863
Total equity attributable to equity holders of the
parent 1 954 087 1 777 396
Non-controlling interest 12 544 7 472
Total equity 1 966 631 1 784 868
LIABILITIES
Non-current liabilities
Loans and borrowings 279 128 311 428
Provisions 42 622 -
Accrued operating leases 3 594 3 000
Deferred tax liabilities 14 790 12 342
Total non-current liabilities 340 134 326 770
Current liabilities
Trade and other payables, including derivatives 342 136 322 856
Loans and borrowings 21 456 17 354
Provisions 30 000 -
Accrued operating leases 520 -
Income tax payable 29 295 10 012
Bank overdrafts 106 963 71 296
Total current liabilities 530 370 421 518
Total liabilities 870 504 748 288
Total equity and liabilities 2 837 135 2 533 156
Consolidated statement of cash flows
Audited Audited
Year ended Year ended
31 December 31 December
2011 2010
R`000 R`000
Cash flows from operating activities
Cash generated by operations 342 686 314 457
Finance costs paid (37 678) (44 607)
Finance income received 4 080 2 389
Dividends paid (58 103) (22 743)
Income tax paid (132 967) (94 514)
STC paid (6 010) (4 042)
Net cash flows from operating activities 112 008 150 940
Cash flows from investing activities
Acquisitions of property, plant and equipment (48 444) (49 286)
Acquisitions of intangible assets (55 526) (47 400)
Proceeds on disposals of property, plant and
equipment 95 10
Increase in loans receivable (3 146) (1 550)
Net cash flows from investing activities (107 021) (98 226)
Cash flows from financing activities
Share issue expenses - (27)
Proceeds from the exercise of share options - 16 493
Acquisitions of subsidiaries (2 000) -
Share buy-back (49 983) -
Redemption of preference shares (34 500) (159 770)
Increase in loans payable 15 874 125 885
Net cash flows from financing activities (70 609) (17 419)
Net (decrease) increase in cash and cash equivalents (65 622) 35 295
Cash and cash equivalents at beginning of the year (24 848) (60 143)
Cash and cash equivalents at end of the year (90 470) (24 848)
Consolidated segmental report
Audited Audited
Year ended Year ended
31 December 31 December
2011 2010
R`000 R`000
Segment revenue - external customers
SEP 1 258 717 1 046 398
OTC 391 955 316 978
Other operating segments 116 889 83 603
1 767 561 1 446 979
Segment result
SEP# 440 836 277 032
OTC 100 641 56 273
Other operating segments 26 857 14 198
Unallocated item - legal settlement ## (117 259) -
451 075 347 503
# The 2011 results include the settlement income, as it relates to SEP products.
## The unallocated item relates to the RBSA settlement.
COMMENTARY
RESTATED RESULTS
Our Reviewed Condensed Consolidated Results for the year ended 31 December 2011,
as publicly released on 15 March 2012, have subsequently been restated.
Shareholders are further referred to the announcement released on SENS on
Friday, 22 June 2012 which set out that the aforementioned results have been
restated due to the arbitration proceedings between Reckitt Benckiser (SA) (Pty)
Limited (RBSA) and Cipla Medpro South Africa Limited (CMSA or the group) having
been settled by agreement between CMSA and RBSA, subsequent to 15 March 2012.
The company has sought specialist accounting advice on the appropriate
accounting treatment of the above settlement. Such advice is that:
- Notwithstanding that evidence as to the actual potential extent of the
liability only came to light after 31 December 2011 and the finalisation of the
provisional financial statements for the period ending 31 December 2011, the
underlying potential liability to RBSA was in existence at 31 December 2011;
- The board had not, as at the date of approval of the settlement agreement,
approved our integrated annual report, including the group annual financial
statements, for the period ending 31 December 2011;
- The appropriate and correct accounting treatment for the settlement is to
account for the settlement in the accounting period ending 31 December 2011.
Accordingly, we present our restated results for the period ending 31 December
2011, which include the statement of comprehensive income, statement of
financial position, statement of changes in equity, statement of cash flows and
segmental report, with the effects of the RBSA settlement being accounted for in
these results and the accompanying commentary.
POSTING OF INTEGRATED ANNUAL REPORT AND DETAILS OF ANNUAL GENERAL MEETING
Our 2011 integrated annual report, which also includes the effects of the RBSA
settlement, is available on our company website and will be posted to
shareholders today, 29 June 2012.
The annual general meeting of the shareholders of CMSA will be held at 14:00 on
Thursday, 2 August 2012 at the Cipla Medpro Offices, Board Room number 1,
Belvedere Office Park, Block F, Bella Rosa Street, Bellville, Cape Town, to
transact the business as stated in the notice of the annual general meeting
forming part of the integrated annual report.
The record date for a shareholder to be entitled to attend, participate and vote
at the annual general meeting is Friday, 27 July 2012.
OVERVIEW
We present our restated results for the year ending 31 December 2011 in a year
that saw difficult economic conditions for consumers and businesses alike. The
exchange rate, no Single Exit Price (SEP) increase and an extremely slow rate of
new product registrations at the Medicines Control Council (MCC) continued to
influence the results negatively. The positive impact of our hedging policy is
evident in the annual results with unrealised gains made on the mark to market
(fair valuation) of forward exchange contracts (FECs) of R109,2 million (2010:
loss of R44,7 million). We continued to achieve healthy gross profit margins as
a result of the weaker US Dollar in the first half of 2011 and our favourable
forward cover in the second half of 2011. Anticipated volumes from government
tender antiretroviral (ARV) business did not materialise to the levels expected.
Our view is that 2012 tender volumes are likely to be better.
The case against Pfizer Limited and Pfizer Laboratories (Pty) Limited (Pfizer),
arising from damages caused by Pfizer`s incorrectly obtained interdict against
the group`s amlodipine besylate products in 2003, initially reported on SENS
during October 2010, was settled in our favour as reported in the 2011 interim
results, however, the terms thereof remain confidential.
The arbitration proceedings between RBSA and CMSA have been settled by agreement
between the company and RBSA. The agreement was approved by CMSA`s board after
consultation with and on the recommendation of its external legal counsel. The
salient terms of the agreement are:
- The company will pay a settlement amount of R80 million to RBSA in full and
final settlement of certain of RBSA`s claims, such settlement amount to be paid
in three tranches as follows:
- R30 million by 3 July 2012;
- R30 million by 31 July 2013; and
- R20 million by 30 January 2014;
- The company will abandon its counter claims against RBSA (which includes
receivables reflected in its books as due by RBSA, in the amount of R37
million), and RBSA will likewise abandon the remainder of its claims.
As such, the settlement is a full and final settlement of the arbitration
proceedings and all and any claims between the company and RBSA. The amount to
be paid represents compensation by the company to RBSA for the higher cost to
RBSA of procuring alternative supplies of the products the company would
otherwise have supplied to it, had its manufacturing facility not temporarily
closed for the reasons above, and whilst it underwent a necessary upgrade to
international manufacturing requirements and standards.
The net effect of these settlements negatively affected the earnings per share
(EPS) and headline earnings per share (HEPS) calculations, but should be viewed
as isolated occurrences.
REVIEW OF OPERATIONS
Cipla Medpro Holdings (Pty) Limited (Cipla Medpro), a wholly owned subsidiary of
CMSA, continues its growth, albeit slower than anticipated, and by January 2012
was again ranked third largest pharmaceutical company by value for the 12 months
and third largest for the month of January 2012. Cipla Medpro has an Evolution
Index (EV) of 102,7 (Rands) (IMS, January 2012). The EV of 102,7 is the third
highest of the top 20 pharmaceutical companies in South Africa.
The total private market grew by 9,8% in Rands. Cipla Medpro`s performance
outstripped the market, growing by 12,8% in Rands (IMS, January 2012).
We remain focused on growing our brands in over-the-counter (OTC) medicines,
particularly at retail level, and SEP. There is still a huge opportunity to
continue SEP and OTC growth, given the pipeline of medicines we have.
Unfortunately the slow registration process, resulting in a lack of new
first-to-
market products, continues to weigh heavily on our business.
Our top three SEP brands contributed to sales of R190,8 million (12 months)
(IMS, January 2012) into the private sector and still have growth potential.
Lexamil is performing at an EV of 109,8. Of our top 10 OTC products, eight have
EVs of over 100, with Airmune expected to achieve significant turnover in the
next 12 to 18 months.
Our OTC business grew by 10,9% during the 12-month period (IMS, January 2012)
and this excludes sales into retail.
We launched our oncology division during late September 2011 and have started
making inroads already. We look forward to a good trading year with this
division.
The Cipla Vet (small animal) revenue increased by 10,9% to R23,4 million and
Cipla Agrimed (large animal) increased by 44,7% to R77,0 million for the year
ended 31 December 2011. We are pleased with the growth of our animal businesses.
Turnover of the factory increased significantly in 2011 (more than 100%), but
the division still posted a loss, even when the effect of the RBSA settlement is
excluded, mainly as a result of low uptake of ARVs from the government. However,
this trading loss has reduced when compared to the previous years when the RBSA
settlement is excluded. This business continues to improve while providing the
group with a strategic and operational advantage, especially when we start
moving into Africa.
As previously stated, the ARV tender business did not materialise to the numbers
we had expected, probably due to the fact that more PEPFAR (US President`s
Emergency Plan for AIDS Relief) and Global Fund orders were placed. Cipla India
benefited from this, which is borne out by their sales to SCS (Supply Chain
Services).
Although we experienced slower growth than expected (we only launched five
products, mostly late in the second half of the year), we believe 2012 will be
better; provided, of course, that the registrations we expect materialise.
REVIEW OF RESTATED RESULTS
Statement of comprehensive income
CMSA is pleased to report headline earnings of R282,2 million (2010: R195,4
million), an increase of 44,4% for the 12 months ended 31 December 2011. This
translates into an increase of 42,8% to 63,1 cents (2010: 44,2 cents) in HEPS,
based on 446,9 million (2010: 442,5 million) weighted average number of shares
in issue for the 2011 year (before the effects of dilution are taken into
account). This is after accounting for the effect of buying back 7,6 million
CMSA shares in November 2011 (which have been cancelled) at a total cost,
including all expenses, of R50,0 million under the general approval granted by
shareholders at the last annual general meeting held on 25 May 2011. The
reconciliation to headline earnings includes the gain/loss on disposals of
property, plant and equipment and the loss on the deemed disposal of a joint
venture, all net of tax. EPS improved by 42,8% to 63,1 cents (2010: 44,2 cents).
After adjusting for the effect of the mark to market valuation of FECs, the
settlements relating to Pfizer and RBSA, the fair value adjustments on the
interest rate swaps, the interest rate swap settlements and other matters,
normalised HEPS increased by 11,5% to 58,3 cents (2010: 52,3 cents) and
normalised EPS by 11,3% to 58,2 cents (2010: 52,3 cents).
Revenue increased by 22,2% to R1,768 billion (2010: R1,447 billion) and although
the gross profit margin was still at pleasing levels, it decreased to 59,7% from
62,1% at 31 December 2010 - slightly higher than the 58,2% achieved at 30 June
2011. The exchange rate continues to have an impact on the margin and the group
was proud to achieve this result without any SEP increase having been given
during the 2011 year.
Profit before finance costs and income tax for the year increased by 29,8% to
R451,1 million (2010: R347,5 million), with operating expenses increasing from
R557,2 million at 31 December 2010 to R725,7 million for the current year. 62,9%
of the operating expenses were incurred during the second half of the year,
mainly attributable to the RBSA settlement and increased advertising and
marketing costs during the second half of the year, including amounts related to
once-off events.
Net finance costs reduced from R57,8 million to R42,6 million mainly as a result
of the settlement of the preference share liability, the effects of which are
included in the analysis below:
- Interest on preferences shares of R1,0 million (2010: R9,5 million), a
decrease of R8,5 million;
- Fair value gain on interest rate swaps of R4,1 million (2010: loss of R2,2
million);
- Increased outflows of swap settlements of R4,3 million (2010: R2,8 million);
- Interest on the Nedbank Limited long-term loan facilities of R22,5 million
(2010: R18,1 million), an increase of R4,4 million due to the rearrangement of
our debt structure; and
- Finance portion of the provision for the RBSA settlement amount of R7,4
million (2010: Rnil).
Currently the interest cover is at a comfortable level of 7,7 times (2010: 5,7
times). If the settlement amounts and unrealised gains on the mark to market of
FECs are excluded from the calculation, the cover is 6,7 times.
Profit after tax for the year was R287,0 million (2010: R199,3 million). This
was achieved after an improvement in the effective tax rate to 29,7% (2010:
31,2%). The effective tax rate continued to improve, but still remains higher
than the statutory tax rate due to the following factors:
- STC of R6,0 million (2010: R2,7 million);
- Non-deductible preference share interest of R1,0 million (2010: R9,5 million);
and
- Non-deductible IFRS 2 Share-based Payment expenses of R1,5 million (2010:
R10,5 million).
The IFRS 2 Share-based Payment expense has reduced significantly as many of the
previously issued options have vested, while the options issued to staff during
2011, which are in terms of the new CMSA Employee Share Option Scheme, vest over
a five-year period. This expense will increase in the future as more options are
granted, but is not likely to reach the levels seen in the 2010 financial year.
Statement of financial position
Net interest-bearing borrowings have increased by R32,3 million to R385,9
million (2010: R353,6 million). However, the gearing ratio has reduced slightly
to 19,6% (2010: 19,8%), although higher than the 13,7% reported at 30 June 2011
- mainly due to the settlement income from Pfizer. The group`s net cash position
was overdrawn at 31 December 2011 by R90,5 million (2010: R24,8 million) as a
result of the following:
- Payment of the interim dividend of R29,5 million in October 2011;
- Payment of the second provisional tax payment of R72,6 million on 30 December
2011;
- Payment of R50,0 million for the share buy-back, including costs, in November
2011; and
- Amounts totalling R49,2 million owing by certain provincial health
departments, in excess of normal debtor terms.
Debtors days have increased slightly to 64 days (31 December 2010: 63 days and
30 June 2011: 67 days), mainly due to slow and non-payment from certain debtors
as referred to above. Creditors days are currently at 170 days (31 December
2010: 186 days and 30 June 2011: 185 days) with the reduction as a result of
some invoices being settled early to take advantage of the exchange rate, where
possible. The inventory days have increased to 181 days (31 December 2010: 157
days and 30 June 2011: 156 days) due to high levels of ARV stock held at year
end. This was due to facilitating the shutdown from mid-December 2011 to the
beginning of January 2012 for preventative repairs and maintenance. If the ARV
products are excluded from the calculation, the inventory days would reduce to
approximately 151 days.
Statement of cash flows
Cash flows generated from operating activities are R112,0 million (2010: R150,9
million), after adjusting for the non- cash flow effects of depreciation of
R24,1 million (2010: R18,1 million), IFRS 2 Share-based Payment expenses of R1,5
million (2010: R10,5 million) and FEC gains of R109,2 million (2010: loss of
R44,7 million). The final dividend relating to 2010 of R27,2 million was paid to
shareholders during May 2011, and the 2011 interim dividend of R29,5 million was
paid in October 2011 (2010: inaugural interim dividend of R22,5 million).
Investing activities resulted in outflows of R107,0 million (2010: R98,2
million) due to acquisitions of property, plant and equipment and intangible
assets. A net R70,6 million was utilised for financing activities (2010: R17,4
million), mainly for the share buy-back of R50,0 million, the settlement of
R34,5 million of the preference shares to Nedbank Limited and R10,0 million on
the working capital and instalment sale facilities at the factory. This was
offset by drawdowns of R26,0 million on the Nedbank Limited loan facility.
Segmental reporting
Based on the requirements of the group`s chief operating decision maker (CODM)
in 2011, the reporting segments were amended in accordance with IFRS 8 Operating
Segments. As the factory, a previously reported operating segment, is now
producing mainly for the group and with third party manufacturing reducing to
immaterial levels in 2011, the segments reported on to the CODM on a monthly
basis were amended. The segments as per the segment report are the segments
reviewed by the CODM on which to base business decisions. Segmental information
is reported to the CODM up to a profit before finance costs and income tax
level.
BASIS OF PREPARATION
These financial results have been prepared in accordance with the framework
concepts and the recognition and measurement criteria of all applicable
standards and interpretations of International Financial Reporting Standards
(IFRS), the disclosure requirements as set out in IAS 34 Interim Financial
Reporting, the Companies Act of 2008 as amended, the AC 500 standards as issued
by the Accounting Practices Board or its successor (where applicable) and the
JSE Listings Requirements.
The accounting policies and methods of computation applied in the preparation of
these consolidated financial statements are consistent with those followed in
the preparation of the consolidated financial statements for the year ended 31
December 2010, except for the adoption of new/amended standards and
interpretations becoming effective since January 2011.
The consolidated financial results for the year ended 31 December 2011, have
been audited by Mazars and their unqualified opinion is available for inspection
at the company`s registered office.
C Aucamp (Chief Financial Officer) is responsible for these consolidated
financial statements and has been involved with the preparation thereof in
conjunction with MW Daly and E van der Merwe, all three of whom are qualified
Chartered Accountants (South Africa).
CHANGES IN OWNERSHIP INTEREST
Cipla Medpro made the following acquisitions/disposals during the year, none of
which had a material impact on the affairs of the group:
- acquired a 100% interest in a shelf company in Botswana, at a nominal value;
- acquired an additional 25% interest in Cipla Nutrition (Pty) Limited (2010:
50% joint venture); and
- accounted for the disposal of a portion of its interest in Cipla Agrimed (Pty)
Limited in terms of the shareholders` agreement, without losing control over
this company.
DIRECTORATE
There have been no changes to the board and it continues to function in
accordance with its approved charter.
SUBSEQUENT EVENTS
The directors are not aware of any other matters or circumstance, other than the
RBSA matter referred to above, that are material to the financial affairs of the
group, which have occurred subsequent to 31 December 2011, but before the date
of approval of the annual financial statements, that have not been otherwise
dealt with in the annual financial statements.
PCS Luthuli JS Smith
Chairman Chief Executive Officer
29 June 2012
FORWARD-LOOKING STATEMENTS
This announcement contains certain forward-looking statements with respect to
the financial condition and results of the operations of Cipla Medpro South
Africa Limited that, by their nature, involve risk and uncertainty because they
relate to events and depend on circumstances that may or may not occur in the
future. These may relate to future prospects, opportunities and strategies. If
one or more of these risks materialise, or should underlying assumptions prove
incorrect, actual results may differ from those anticipated. By consequence, all
forward-looking statements have not been reviewed or reported on by the group`s
auditors.
CORPORATE INFORMATION
Non-executive directors PCS Luthuli (Chairman); MB Caga; JvD du Preez;
ND Mokone; MT Mosweu; SMD Zungu
Executive directors JS Smith (Chief Executive Officer); C Aucamp
(Chief Financial Officer)
Company secretary MW Daly
Registered address 1474 South Coast Road, Mobeni, KwaZulu-Natal, 4052
Postal address PO Box 32003, Mobeni, 4060
Transfer secretaries Computershare Investor Services (Pty) Limited
Telephone +27 31 451 3800
Facsimile +27 31 451 3889
Sponsor Nedbank Capital
Auditors Mazars
Legal advisors Norton Rose South Africa (incorporated as Deneys
Reitz Inc)
Website www.ciplamedsa.co.za
Date: 29/06/2012 11:36:01 Supplied by www.sharenet.co.za
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