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MedservRegis Plc

Interim / Quarterly Report Aug 27, 2018

2071_rns_2018-08-27_3ea41e23-e891-47b7-8628-7365e3cc0ac6.pdf

Interim / Quarterly Report

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COMPANY ANNOUNCEMENT

MEDSERV P.L.C. (THE "COMPANY")

Half Yearly Report

Date of Announcement 27
August
2018
Reference 177/2018
Listing Rule LR5.16.20

Quote

The Board of Directors has today approved the half yearly report of the Company for the financial period 1 January 2018 to 30 June 2018, a copy of which is attached hereto and is available for public inspection in electronic form on the Company's website (http://www.medservenergy.com/medserv-plc-financial-statements).

Unquote

Laragh Cassar Company Secretary

MEDSERV PLC

Interim Report

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AND DIRECTORS' REPORT For the Period 1 January 2018 to 30 June 2018

This report is published in terms of Chapter 5 of the Listing Rules of The Listing Authority, Malta Financial Services Authority and the Prevention of Financial Markets Abuse Act 2005.

The condensed consolidated interim financial statement figures have been extracted from the Group's unaudited accounts for the six months ended 30 June 2018 and for its comparative period in 2017 (as restated - see note 3). The comparative consolidated statement of financial position has been extracted from the audited financial statements as at 31 December 2017. These condensed consolidated interim financial statements have been prepared in accordance with accounting standards adopted for use in the EU for interim financial statements (EU adopted IAS 34 - Interim Financial Reporting). These condensed consolidated interim financial statements were approved by the Board of Directors on 27 August 2018. In terms of Listing Rule 5.75.5, the directors state that this half-yearly financial report has not been audited or reviewed by the Group's independent auditors.

Principal activities

The Group's principal activities consist of providing shore base logistics to the offshore oil and gas industry and engineering and supply chain management for Oil Country Tubular Goods (OCTG) to support the onshore oil and gas industry. Shore base logistics is mainly provided from the Group's bases set up in Mediterranean rim countries, supporting International Oil Companies (IOCs) in their offshore activities, ranging from exploration to development and production. Engineering and supply chain management for OCTG are mainly provided by Middle East Tubular Services Group of Companies (METS) from its facilities in the Middle East. The Group is continuously working to cross-sell its services within its Group's operating segments.

Review of performance

The Group's turnover for the six-month period ended 30th June 2018 amounted to €18,137,739 compared to €13,619,788 registered in the comparative period to 30th June 2017, representing an increase in turnover of €4,517,951, equivalent to 33.2%. The improvement in performance over the comparative period is mainly attributable to the Group's Integrated Logistic Support Services (ILSS) segment, in particular the subsidiaries in Malta and Cyprus as a result of the increased oil and gas exploration activities and engineering services.

After adding back the amortisation charge of the contract costs, administrative expenses increased by 8% over the same period last year. Such increase is reflective of the Group's implementation of its diversification strategy as it expands its geographic reach, client base and product services. As announced during January 2018, the Group secured a three year contract in Egypt, with the option of extending for further periods to provide the integrated logistics support services for the production phase of offshore operations being conducted by an International Oil Company (IOC). In addition, the Group has also secured another contract with a multinational oil and gas corporation to provide Shore Base Logistics services for exploration activities taking place offshore Cyprus. The costs incurred to set up the necessary facilities have all been incurred during the first half of 2018 with positive earnings expected to be generated over the coming months.

Review of performance (continued)

Included in other expenses is a provision for impairment of a trade receivable amounting to €208,986 which relates to a customer who is experiencing financial difficulties in meeting his payment obligations. Management together with its legal advisors are currently seeking various alternatives to recover the overdue amount.

The Group's adjusted earnings before interest, tax, depreciation, amortisation and impairment losses on trade receivables (EBITDA) for the six-month period ending 30th June 2018 amounted to €3,396,702, an improvement of 19% when compared with the restated amount of €2,865,388 for the first half of 2017. After recognising depreciation amounting to €3,402,648 (2017: €2,827,953), amortisation amounting to €736,494 (2017: €833,006), net finance costs amounting to €1,657,490 (2017: €2,198,837), unrealised exchange gain amounting to €226,582 (2017: income of €196,941), amortisation of contract costs amounting to €291,573 (2017: €556,640) and impairment losses on trade receivables amounting to €208,986 (2017: €Nil), the Group registered a loss before tax of €2,673,907 (2017: €3,354,106). Loss after accounting for taxation amounted to €2,610,207 (2017: €3,851,571).

Reported in 'Other Comprehensive Income' are foreign currency translation differences arising from the operations of METS amounting to positive €538,810 (2017: negative €1,808,261). Netting this amount are changes in cash flow hedges amounting to negative €198,423 (2017: positive €800,935). The net effect for the reporting period amounts to positive €340,387 (2017: negative €1,007,326). This result is a reporting calculation and not a realised exchange difference.

During this reporting period, the Group has recognized in profit or loss amortization amounting to €1,028,067 (2017: €1,389,646) for which the Group has still to reap its benefits as it continues to grow its business in the Middle East. Also, the Group has positioned itself for further growth in existing and new geographical markets and implemented a succession plan resulting in a strong management team, the expense of which is being recognized to profit or loss. The benefits of such a strategy are not immediate, but long term.

Outlook

The Group's outlook is positive. Major onshore and offshore projects all with long term potential and already contracted to the Group are commencing. This is further augmented by the overall industry pickup and the new opportunities the Group is positioned to secure.

ILSS business has picked up significant momentum as all shore bases register positive cashflows and contribute to the Group's EBITDA. The recent award of a contract with a multinational oil and gas corporation to provide Shore Base Logistics Services for exploration activities offshore Cyprus has increased the Company's client portfolio. This award coupled with the business already contracted with other IOCs secured earlier this year in both Cyprus and Egypt has positioned the Group to benefit significantly, especially when the drilling programs commence in the Eastern Mediterranean. An additional find in Cyprus by an IOC would fuel a multi-drilling program and development.

Outlook (continued)

Operations in Egypt commenced at the beginning of the year. As in any startup the contract implementation for the first six months were challenging. However, the Company has finalized both the recruitment of key personnel and the purchase of all its own equipment during the first six months of the reporting year. The majority of this new equipment has been commissioned after the reporting period and the increased income will be reflected in the second half of the year. Following the execution of this important contract, the Group is already in discussion with other operators in Egypt to provide services of similar scope. The Portugal base remains in mothball mode as environmental issues persist over the offshore exploratory drilling in Portugal.

The Group continues to service the offshore Libya, Bahr Essalam Phase two project. Work volume is anticipated to increase in line with ENI's offshore development strategy plan to increase offshore field production volumes in Libya. This includes the potential construction of two new structures, known as the A & E structure. This major development will make heavy use of both the Group's shore base logistics and engineering services in Malta.

OCTG is expected to register an improvement in the second half of the year, particularly in Oman. The long-term supply chain management (SCM) contract awarded by Sumitomo in the first quarter of year 2017 became operational towards the end of the second quarter of this year, thereby increasing the scope of services. Moreover volume (tonnage) handled is expected to increase by 15% in the second half of this year.

The performance of the Group's subsidiary in Iraq remains weak. Despite this, the subsidiary in Iraq continues to participate in long-term OCTG tenders which are being issued as a result of the improving country conditions. Adjudication of this work is scheduled towards the end of this year. The Group is continuously reviewing the performance of this business unit especially given the premium sole threading license it presently holds in the country.

Growth in the OCTG segment is forecast in the year 2019 as the Group is in advanced stages in securing a contract in Uganda for the provision of premium threading services. As previously reported this would be a long-term contract with consistent, dependable revenues. Of more significance is the potential award of additional major SCM contracts in the Middle East earlier next year. The Group is already participating in tenders for the provision of these services as more IOCs adopt the 'Mill to Rig' model which the Group already provides in Oman between the pipe manufacturers and their clients.

The turnaround in the industry and the Group's operational reach in the Middle East and Africa is presenting new tendering opportunities for both OCTG and ILSS business. West Africa is being considered as a new supplier of energy and the Group is being invited to bid by the IOCs for the provision of its services.

The Group is confident that current year forecast EBITDA will be achieved and significantly improved in the following year in both business segments, ILSS and OCTG. These improved earnings will enable the Group to continue growing organically.

Related party transactions

Transactions with each category of related parties and the balances outstanding at the end of the reporting periods are set out in note 11 to the condensed consolidated interim financial statements.

Dividends

No interim dividends are being recommended.

Approved by the Board on 27 August 2018 and signed on its behalf by:

Director Director

Anthony J Duncan Anthony S Diacono

At
30.06.18
At
31.12.17
Note
ASSETS
Property, plant and equipment 8 35,791,372 31,883,439
Intangible assets and goodwill 13,836,405 14,499,708
Trade and other receivables 29,635 483,294
Contract costs 795,201 954,239
Right-of-use assets 74,677,065 75,895,472
Deferred tax assets 9,265,829
-----------------
9,265,525
-----------------
Non-current assets 134,395,507
-----------------
132,981,677
-----------------
Inventories 1,450,689 1,247,944
Current tax assets 902 2,712
Trade and other receivables 17,428,947 14,225,843
Contract costs 318,080 378,593
Contract assets - 802,611
Cash at bank and in hand 6,283,255 3,633,763
Current assets -----------------
25,481,873
-----------------
20,291,466
Total assets 159,877,380 153,273,143
EQUITY
Share capital 5,374,441 5,374,441
Share premium 12,003,829 12,003,829
Retained earnings (1,246,310) 1,151,793
Other reserves 10,066,810
-----------------
9,720,643
-----------------
Equity attributable to owners of the Company 26,198,770 28,250,706
Non-controlling interests (369,842) (151,958)
Total equity 25,828,928 28,098,748

At
30.06.18
At
31.12.17
Note
LIABILITIES
Loan and borrowings 54,869,387 50,792,518
Employee benefits 163,569 614,303
Deferred income 32,239,401 32,631,548
Lease liabilities 25,177,920 25,054,810
Provisions 621,156 600,552
Deferred tax liabilities 5,938,905 6,017,396
----------------- -----------------
Total non-current liabilities 119,010,338 115,711,127
----------------- -----------------
Bank overdraft 3,507,328 865,083
Current tax liabilities - 512
Loans and borrowings 930,783 1,181,635
Trade and other liabilities 8,930,808 5,663,865
Deferred income 904,916 775,533
Lease liabilities 663,075 841,670
Provisions 43,521 40,566
Employee benefits 57,683 94,404
----------------- -----------------
Total current liabilities 15,038,114 9,463,268
Total liabilities 134,048,452 125,174,395
Total equity and liabilities 159,877,380 153,273,143

The notes on pages 12 to 16 are an integral part of these condensed consolidated interim financial statements.

The condensed consolidated interim financial statements set out on pages 5 to 16 were approved by the Board of Directors on 27 August 2018 and were signed by:

Anthony J Duncan Anthony S Diacono Director Director

6 months 6 months
ended ended
30.06.18 30.06.17
Restated*
Note
Continuing operations
Revenue 18,137,739 13,619,788
Cost of sales (16,984,342) (12,591,764)
Gross profit 1,153,397 1,028,024
Other income 752,983 600,739
Administrative expenses (2,694,769) (2,784,032)
Other expenses (228,029) -
Results from operating activities (1,016,418) (1,155,269)
Finance income 757,426 14,906
Finance costs (2,414,915) (2,213,743)
Loss before income tax (2,673,907) (3,354,106)
Tax income/(expense) 63,700 (497,465)
Loss for the period (2,610,207) (3,851,571)
Other comprehensive income
Items that may be reclassified subsequently to
profit or loss:
Foreign currency translation differences -
foreign operations 538,810 (1,808.261)
Cash flow hedges – effective portion of
changes in fair value (198,423) 800,935
Other comprehensive income 340,387 (1,007,326)
Total comprehensive income (2,269,820) (4,858,897)
Loss attributable to:
Owners of the Company (2,398,103) (3,663,321)
Non-controlling interests (212,104) (188,250)
Loss for the period (2,610,207) (3,851,571)
Total comprehensive income attributable to:
Owners of the Company (2,051,935) (4,672,992)
Non-controlling interest (217,884) (185,905)
Total comprehensive income for the period (2,269,819) (4,858,897)
Earnings per share
Basic earnings per share
6
(4c5) (6c8)
Adjusted earnings before interest, tax,
depreciation and amortisation (adjusted
EBITDA)
7
3,396,702 2,865,388

* See Note 3

The notes on pages 12 to 16 are an integral part of these condensed consolidated interim financial statements.

_______________________ Share
capital
Share
premium
Translation
reserve
Hedging
reserve
Retained
earnings
Total Non
controlling
interest
Total
equity
Balance at 1 January 2017
*
5,374,441 12,003,829 1,158,653 (755,490) 8,572,973 26,354,406 53,588 26,407,994
Total comprehensive income
*
-------------- ------------ ------------- ------------- -------------- --------------- -------------- --------------
Loss - - - - (3,663,321) (3,663,321) (188,250) (3,851,571)
Other comprehensive income - - (1,810,606) 800,935 - (1,009,671) 2,345 (1,007,326)
Total comprehensive income --------------
-
--------------
------------
-
------------
-------------
(1,810,606)
-------------
-------------
800,935
-------------
--------------
(3,663,321)
--------------
---------------
(4,672,992)
---------------
--------------
(185,905)
--------------
--------------
(4,858,897)
--------------
Balance at 30 June 2017
*
5,374,441 12,003,829 (651,953) 45,445 4,909,652 21,681,414 (132,317) 21,549,097

* See Note 3

Revaluation Non
Share Share Translation Hedging Retained controlling Total
capital premium reserve reserve reserve earnings Total interest equity
Balance at 1 January 2018 5,374,441
--------------
12,003,829
------------
(1,656,630)
-------------
11,022,539
--------------
354,734
-------------
1,151,793
--------------
28,250,706
---------------
(151,958)
--------------
28,098,748
--------------
Total comprehensive income
Loss - - - - - (2,398,103) (2,398,103) (212,104) (2,610,207)
Other comprehensive income -
--------------
-
------------
544,590
-------------
-
--------------
(198,423)
-------------
-
--------------
346,167
---------------
(5,780)
--------------
340,387
--------------
Total comprehensive income 5,374,441
--------------
12,003,829
------------
544,590
-------------
-
---------------
(198,423)
-------------
(2,398,103)
--------------
(2,051,936)
---------------
(217,884)
--------------
(2,269,820)
--------------
Balance at 30 June 2018 5,374,441 12,003,829 (1,112,040) 11,022,539 156,311 (1,246,310) 26,198,770 (369,842) 25,828,928

______________________________________________________________________________________________________________________________________________________________________

The notes on pages 12 to 16 are an integral part of these condensed consolidated interim financial statements.

6 months 6 months
ended ended
30.06.18 30.06.17
Restated*
Cash flows from operating activities
Loss for the period (2,610,207) (3,851,571)
Adjustments for:
Depreciation 3,402,648 2,827,953
Tax (income)/expense (63,700) 497,465
Provision for impairment on trade
receivables 208,986 -
Amortisation of intangible assets 736,494 833,006
Amortisation of contract costs 291,573 556,640
Exchange differences (226,582) (196,941)
Provision for gratuity payments 1,541 -
Net finance costs 1,657,490 2,198,837
Loss on disposal of property, plant
and equipment
164,247 -
Reversal of deferred income (460,568) (387,767)
--------------- ---------------
3,101,922 2,477,622
Changes in:
Inventories 25,187 (29,637)
Trade and other receivables (2,336,353) 167,462
Change in contract costs 219,551 159,042
Change in contract assets 802,611 397,602
Trade and other payables 2,399,691 (953,697)
Provisions and employee benefits 114,589 -
--------------- ---------------
Cash generated from operating activities 4,334,479 2,218,394
Bank interest paid (36,022) (7,318)
Bank interest received 1,810 649
Tax paid - (3,613)
Net cash from operating activities
carried forward 4,300,267 2,208,112

6 months 6 months
ended ended
30.06.17
30.06.18 Restated*
Net cash from operating activities
brought forward
4,300,267 2,208,112
Cash flows from investing activities
Acquisition of property, plant and equipment
Receipts from disposal of property, plant and equipment
(5,415,549)
111,000
(264,711)
-
Net cash used in investing activities (5,304,549) (264,711)
Cash flows from financing activities
Payment of lease liabilities (1,273,688) (876,176)
Loan advanced by bank 4,176,340 -
Repayments of bank loans (561,223) (648,506)
Interest paid on bank loans (15,414) (25,835)
Interest paid on notes (1,304,649) (1,345,172)
Net cash from/(used in) financing activities 1,021,366 (2,895,689)
Net increase/(decrease) in cash and cash equivalents 17,084 (952,288)
Cash and cash equivalents at beginning of period 2,768,680 6,217,782
Effect of exchange rate fluctuations on cash held (9,836) (291,057)

* See Note 3

The notes on pages 12 to 16 are an integral part of these condensed consolidated interim financial statements.

1 Reporting company

Medserv p.l.c. (the "Company") is a public liability company domiciled and incorporated in Malta. The principal activities of the Company is that of a holding company. These condensed consolidated interim financial statements as at and for the six-months ended 30 June 2018 comprise the Company and its subsidiaries (together referred to as the "Group").

The subsidiaries consist of Medserv Operations Limited, Medserv Italy Limited, Medserv Eastern Mediterranean Limited, Medserv (Cyprus) Limited, Medserv Egypt Oil & Gas Services J.S.C., Medserv Western Mediterranean Limited, MDS Energy Portugal Unipessoal LDA, Medserv Libya Limited, Medserv International Limited, Medserv Energy TT Limited, Medserv M.E. Limited, Middle East Tubular Services Holdings Limited, Middle East Tubular Services Limited (Sharjah Branch), Middle East Tubular Services LLC (FZC), Middle East Comprehensive Tubular Services (Duqm) LLC and Middle East Tubular Services (Iraq) Limited.

The Group is primarily involved in providing integrated shore base logistics to the offshore oil and gas market operating mainly in the Mediterranean basin and integrated OCTG services to the onshore oil and gas market operating in the Middle East.

2 Basis of preparation

Statement of compliance

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU, and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2017. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2017.

3 Significant accounting policies

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2017. Following the early adoption of IFRS 16 Leases and IFRS 15 Revenue from Contracts with Customers with a date of initial application of 1 January 2017, certain previously reported comparatives in the condensed consolidated interim financial statements have been restated as disclosed in note 2 in the 2017 Annual Report & Financial Statements.

4 Significant accounting estimates

The preparation of interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated audited financial statements as at and for the year ended 31 December 2017.

5 Operating segments

5.1 Information about reportable segments

Integrated logistics
support services
Oil country
tubular goods
Photovoltaic
farm
Total
6mths to
30.06.18
6mths to
30.06.17
Restated*
6mths to
30.06.18
6mths to
30.06.17
Restated*
6mths to
30.06.18
6mths to
30.06.17
Restated*
6mths to
30.06.18
6mths to
30.06.17
Restated*
External revenues
Inter-segment revenue
11,316,112
127,851
5,757,004
89,894
6,582,073
374,786
7,552,449
382,400
239,554
-
310,335
-
18,137,739
502,637
13,619,788
472,294
Segment (loss)/profit before tax (489,697) (1,787,256) (2,191,378) (1,574,017) 7,168 7,167 (2,673,907) (3,354,106)
Adjusted EBITDA ========
1,899,551
========
========
206,940
========
========
1,257,597
========
========
2,348,113
========
========
239,554
========
========
310,335
========
========
3,396,702
========
========
2,865,388
========
support services Integrated logistics Oil country
tubular goods
farm Photovoltaic Total
30.06.2018
31.12.2017
30.06.2018
31.12.2017
30.06.2018
31.12.2017
30.06.2018
31.12.2017
Reportable segment assets 114,825,153
========
108,483,234
========
39,479,326
========
39,032,481
========
3,183,060
========
3,287,117
========
157,487,539
========
150,802,832
========
Reportable segment
liabilities
*
See Note 3
83,364,810
========
76,127,976
========
44,515,879
========
42,808,209
========
6,167,763
========
6,238,210
========
134,048,452
========
125,174,395
========

5 Operating segments (continued)

5.2 Reconciliation of reportable segment profit or loss

6 months 6 months
ended ended
30.06.18 30.06.17
Restated*
Loss before tax for reportable segments (2,673,907) (3,354,106)
Consolidated loss before income tax ------------
(2,673,907)
------------
(3,354,106)
* See Note 3 ======= =======

6 Earnings per share

The calculation of the basic earnings per share of the Group is based on the loss attributable to ordinary shareholders of the Company as shown in the condensed consolidated statement of profit or loss and other comprehensive income, divided by the weighted average number of ordinary shares outstanding during the period of 53,744,405 shares. There were no dilutive potential ordinary shares during the current and comparative year.

7 Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA)

The Directors of the Group have presented the performance measure adjusted EBITDA as they monitor this performance measure at a consolidated level and they believe this measure is relevant to an understanding of the Group's financial performance. Adjusted EBITDA is calculated by adjusting profit from continuing operations to exclude the impact of taxation, net finance costs, depreciation, amortisation, unrealised exchange differences and impairment losses related to trade receivables.

Adjusted EBITDA is not a defined performance measure in IFRS. The Group's definition of adjusted EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities.

7 Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA) (continued)

Reconciliation of adjusted EBITDA to profit from continuing operations

6 months
ended
30.06.18
6 months
ended
30.06.17
Restated*
Loss from continuing operations (2,610,207) (3,851,571)
Tax (income)/expense (63,700) 497,465
Loss before tax ---------------
(2,673,907)
---------------
(3,354,106)
Adjustments for:
- Net finance costs 1,657,490 2,198,837
- Depreciation 3,402,648 2,827,953
- Amortisation of intangible assets 736,494 833,006
- Amortisation of contract costs
- Unrealised exchange differences
included in other income and other
291,573 556,640
expenses (226,582) (196,941)
- Provision for impairment on trade receivables 208,986 -
Adjusted EBITDA ---------------
3,396,702
========
---------------
2,865,388
========

8 Property, plant and equipment

During the six months ended 30 June 2018, the Group acquired assets with a cost of €5,415,549 (six months ended 30 June 2017: €264,711) mainly in relation to the start-up operation in Egypt.

9 Contingencies

There were no major changes in the contingencies of the Group from those disclosed in the consolidated financial statements of the Group for the year ended 31 December 2017.

10 Subsequent events

There were no material events which occurred subsequent to the date of the condensed consolidated interim statement of financial position.

11 Related parties

The Company has a related party relationship with its subsidiaries and with its directors. All transactions entered into with group companies have been eliminated in the preparation of these financial statements.

In addition to transactions disclosed in the statement of cash flows, the following transactions were conducted during the period:

Transactions' value
6 months ended
30.06.18 31.12.17
Other related party
Services rendered by
6,342
=====
9,185
=====
Balance
Outstanding
30.06.18 31.12.17
Amounts due to
Shareholders
61,014
======
12,426
======
Non-controlling interest 211,374
======
567,948
======

We confirm that to the best of our knowledge:

  • the condensed consolidated interim financial statements give a true and fair view of the financial position of the Group as at 30 June 2018, as well as of the financial performance and cash flows for the six-month period then ended, fully in compliance with the accounting standards adopted for use in the EU for interim financial statements (EU adopted IAS 34, Interim Financial Reporting); and
  • the Interim Directors' report includes a fair review of the information required in terms of Listing Rules 5.81 to 5.84.

Anthony J Duncan Anthony S Diacono Director Director

27 August 2018

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