8th Apr 2008 07:01
CareCapital Group plc08 April 2008 8 April 2008 CareCapital Group Plc ("CareCapital" or "the Group") Unaudited Preliminary Results for the year ended 31 December 2007 CareCapital Group Plc, a developer and investor for the long term in healthcarerelated properties throughout the UK and in Germany, is pleased to announce itspreliminary results for the year ended 31 December 2007. Highlights • Profit before tax ("PBT") of £1.65 million (2006: £1.46 million) • Group rental income up 58% to £2.12 million (2006: £1.34 million) • Portfolio value up 35% to £39.9 million (2006: £29.5 million) • Net assets increased by 11.6% to £14.93 million (2006: £13.38 million) • Adjusted diluted net asset value* ("NAV") per share increased by 5% to 22.3p (2006: 21.25p) • Appointment as preferred developer on two projects in England and 3 projects in Wales. (50% partner in Wales) • Acquisition of two German health centres completed for a combined consideration of €9.2 million • Significant development pipeline in place *adjusted diluted NAV per share - excludes deferred tax on property portfolio revaluation. Calculated on an equivalent basis for 2006. Dr. Michael Sinclair, Chairman, commented:"2007 has been a successful year for the Group with significant progress on anumber of our development projects, further acquisitions and progresseddevelopments in Germany and selection as preferred developer on two projects inEngland and three in Wales (as a 50% partner with Gaufron Healthcare in HPCWales). This success has continued into 2008." For further information, please contact: CareCapital Group Plc Daniel Stewart & Co. Plc Tavistock Communications Paul Stacey, Chief Executive Lindsay Mair, Simon Hudson,Steve Wilden, Finance director Director, Corporate Finance Paul YouensTel: 020 7034 1949 Tel: 020 7776 6550 Paul Young [email protected] [email protected] Tel: 020 7920 3150 [email protected] [email protected] CHAIRMAN'S STATEMENT I am pleased to present the 2007 financial results for CareCapital Group plc andreport on the Group's activities during the year. 2007 has been a successful year for the Group with significant progress on anumber of our development projects, further acquisitions and progresseddevelopments in Germany and selection as preferred developer on two projects inEngland and three in Wales (as a 50% partner with Gaufron Healthcare in HPCWales). This success has continued into 2008. As a consequence of this activity the value of the completed portfolio ofmedical office buildings increased by 35% from £29.5 million to £39.9 million;profits before tax on continuing operations increased to £1.65 million (2006:£1.46 million). Profits after tax were £1.48 million (2006: £0.68 million). Independent revaluation reviews were conducted towards the end of the year onthe portfolios in both the UK and Germany. As a consequence, there was avaluation surplus of £2.5 million. This surplus takes in to account the fiverent reviews completed during 2007 which resulted in an average uplift in rentsreviewed of 19.5%. Of course, there can be no guarantee that this level ofincrease will be sustained into the future. We continue to progress our development pipeline in the UK with completion ofthe fit-out of our 1,200 sq m dental centre in Folkestone scheduled for April2008 and a number of projects due to commence construction during 2008. CareCapital is establishing itself as a significant participant in a Europeanhealthcare real estate market which is undergoing a fundamental transformationcreated by increasing institutional interest. The Group is exploiting thesechanges by building and investing in a high quality, low risk portfoliocharacterised by modern purpose built facilities. Development risk is managed byreaching agreements with tenants in advance of making capital commitments. In Germany we completed the acquisition of two medical office buildings inBerlin and commenced construction on a 3,000 sq m project in Northern Bavaria.This is due for completion in December 2008. We have also completed the purchaseof a development site in central Berlin and will commence construction in thesummer of 2008 of a 3,600 sq m medical office building. Currently we have 88tenants in our portfolio of 23 completed properties. Whilst the majority of our development pipeline comes from referral andrecommendation we continue to bid for competitively procured NHS projects. Wehave now been selected as preferred developer on six such projects with acapital value of £34 million. This means that the total value of projects nowbeing progressed is £82 million. I believe this success stems from our trackrecord of partnering our tenants and their sponsors for the long term, togetherwith our experience of managing mixed economy, multi tenanted buildings. As I have mentioned above our success rate, in 2007 and continuing into 2008, insecuring preferred developer status in NHS competitive tenders has exceeded ourexpectations and the scale of these and other projects has grown significantly.This requires additional financing over and above that which was originallyanticipated. Given the strength of the Groups' balance sheet, there are a numberof options which we can pursue in order to raise the required equity element ofthis financing. We are in advanced discussions with a number of interested institutionalfinancing sources to supplement our senior debt and working capital facilities.This will enable the delivery of our development projects in line with currenttargets. Finally, 2007 has been a year of considerable progress which has been due, in nosmall part, to the commitment and efforts of our team of experienced and skilledstaff. DR. MICHAEL J SINCLAIR7 April 2008 CHIEF EXECUTIVE'S REPORT Activities The group's principal activities are the development of and investment inhealthcare related properties, predominantly in the Primary Care Sector. Thesebusiness activities are conducted throughout the UK and in Germany. Developmentprojects and acquisitions are secured by direct negotiation and by bidssubmitted in competitive tendering processes. The Group is listed on the AIMMarket of the London Stock Exchange. The Group's revenues are derived from rents receivable on its investmentproperties, the income from the provision of facilities management services anddevelopment margin. During 2007 the Group completed the acquisition of a 2,850 sq m medical officebuilding in Konigs Wusterhausen, a south eastern suburb of Berlin and a 2,865sq m medical office building in Neukoln, central Berlin. At 31 December 2007 thenumber of fully let investment properties in Germany was three (2006:one)totalling 10,215 s qm (2006: 4,500 sq m) with 68 tenants (2006: 33 tenants). Thetenants are predominantly medical practitioners but also include dentists,dental laboratories, pharmacies and other medical retailers. Property Portfolio At 31 December 2007 the Group had 23 long term investment propertiesaccommodating 88 Tenants (2006: 21 properties, 53 Tenants); these properties arevalued at £39.9 million (2006: £29.5 million). The UK properties were subject toan external desktop review of the valuation carried out in 2006 and the Germanportfolio was independently valued in November 2007. Developments At 31 December 2007 the Group was progressing 13 projects in the UK (2006: 7projects) and 4 projects in Germany (2006: 2 projects). The estimated value ofthe current development programme on completion is £87 million (2006: £43.4million). Included in this programme is the dental centre in Folkestone scheduled forcompletion in April 2008 and the development of a medical office building inMarktredwitz, Northern Bavaria, due to be completed before the end of 2008,together with the six projects where the Group is preferred developer asreported in the Chairman's Statement. It is anticipated the current developmentprogramme will be completed by end 2010. In addition there are a number ofpipeline projects in both the UK and Germany. Disposals As previously reported the property in Southampton providing patient hotelservices was sold in April 2007 for £1.65 million against its book value of £1.5million. Occupation of Property Portfolio The occupation of the Group's properties by tenant category is as follows: Medical Practitioners 73%NHS Authorities 5%Pharmacies 5%Dental 8%Others 9% Tenants by annual rents The table below sets out the annual rents receivable by tenant category: Medical Practitioners 74%NHS Authorities 6%Pharmacies 6%Dental 7%Others 7% Rental levels The tables below show the average rentals receivable per square metre by tenantcategory in the UK and in Germany: UK Average £/sqm Medical Practitioners 156NHS Authorities 164Pharmacies 246Dental 157 Germany Medical practitioners 100Pharmacies 116Dental 102Others 96 Security of Income by lease term certain Analysis of rental income by lease term certain: 10 years and over 100%10-15 years 83%15-20 years 76%20-25 years 32% Rent Reviews 5 rent reviews were completed during 2007 resulting in an uplift in rentsreceivable of £55,731. This represented an increase of 19.53% of the rentsreviewed. (2006: increase £46,011; 14.84%). The future rent review pattern is as follows; 0-1 year 23%1-2 years 20%3-4 years 23%4-5 years 12%Over 5 years 22% Development financing The Group increased its long term borrowings by £6.65 million during the year to31 December 2007 (2006: £1.64 million). Debt financing in respect of developmentprojects is sourced from a panel of banks and financial institutions on aproject by project basis. Interest rate risk is mitigated through the use ofhedging instruments and long term fixed rate borrowing. PAUL STACEY7 April 2008 CareCapital Group Plc Consolidated Income Statement for the year ended 31 December 2007-------------------------------------------------------------------------------- Unaudited Audited 2007 2006 Notes £ £--------------------------------------------------------------------------------Continuing operationsRevenue 2,115,026 1,335,733-------------------------------------------------------------------------------- Cost of sales (162,806) (34,747)-------------------------------------------------------------------------------- Gross profit 1,952,220 1,286,920 Administrative expenses (1,845,788) (1,891,647)Other operating income 126,180 -Net surplus on revaluation of investment properties 2,507,319 3,528,023 --------------------------------------------------------------------------------Operating profit before exceptional items 2,739,931 2,923,296Exceptional costs of AIM listing - (589,574)-------------------------------------------------------------------------------- Operating profit after exceptional items 2,739,931 2,333,722 Finance income 257,872 186,608Finance costs (1,351,164) (1,088,898)Change in fair value of financial instruments 7,239 29,081--------------------------------------------------------------------------------Net finance costs (1,086,053) (873,209)-------------------------------------------------------------------------------- Profit before tax 1,653,878 1,460,513--------------------------------------------------------------------------------Taxation (144,290) (1,029,967) Profit on ordinary activities after taxation 1,509,588 430,546-------------------------------------------------------------------------------- Discontinued operations(Loss) / profit from discontinued operations (27,965) 247,277--------------------------------------------------------------------------------Profit for the period - attributable to equityshareholders 1,353,187 677,823- attributable to minority interest 128,436 --------------------------------------------------------------------------------- 1,481,623 677,823--------------------------------------------------------------------------------Earnings per ordinary shareBasic 1.76p 0.93p- continued operations 2 1.76p 0.59p- discontinued operations 2 - 0.34pDiluted 1.72p 0.92p- continuing operations 2 1.72p 0.58p- discontinued operations 2 - 0.34p-------------------------------------------------------------------------------- Weighted average number of shares (000') 2 76,754 73,544-------------------------------------------------------------------------------- CareCapital Group Plc Consolidated Balance Sheet as at 31 December 2007-------------------------------------------------------------------------------- Unaudited Audited 2007 2006 Notes £ £--------------------------------------------------------------------------------Non - current assetsIntangible assets 1,950,075 1,751,959Investment properties 39,931,316 29,517,118Development properties 2,888,297 504,916Leasehold improvements 89,315 -Plant and equipment 56,467 28,156-------------------------------------------------------------------------------- 44,915,470 31,802,149 Current assetsTrade and other receivables 546,145 567,160Cash and cash equivalents 118,680 2,321,933-------------------------------------------------------------------------------- 664,825 2,889,093Non current assets classified as held for sale - 1,500,000--------------------------------------------------------------------------------Total assets 45,580,295 36,191,242-------------------------------------------------------------------------------- CurrentliabilitiesTrade and other payables (790,472) (1,091,623)Tax liabilities - (292)Borrowings, including finance leases (2,393,676) (340,878)Derivative financial instruments (92,256) (99,495)-------------------------------------------------------------------------------- (3,276,404) (1,532,288)Non - current liabilitiesBorrowings, including finance leases (24,745,982) (18,329,421)Deferred tax provision (2,627,615) (2,249,127)-------------------------------------------------------------------------------- (27,373,597) (20,578,548) Liabilities directly associated with non current assets held for sale - (702,735)--------------------------------------------------------------------------------Total liabilities (30,650,001) (22,813,571)-------------------------------------------------------------------------------- Net assets 14,930,294 13,377,671-------------------------------------------------------------------------------- EquityShare capital 4 767,541 767,541Reverse acquisition reserve 11,038,204 11,038,204Share option reserve 209,332 143,055Share premium account 1,397,500 1,397,500Profit and Loss account 1,388,611 31,371-------------------------------------------------------------------------------- Equity shareholders interest 14,801,188 13,377,671Minority Interest 129,106 --------------------------------------------------------------------------------- Total equity 14,930,294 13,377,671-------------------------------------------------------------------------------- CareCapital Group Plc Consolidated statement of changes in equity------------------------------------------------------------------------------------------------------------------ Share Reverse Share Share options Acquisition Accumulated Minority Total Capital Premium Reserve Reserve (Loss)/profit Interest £ £ £ £ £ £ £------------------------------------------------------------------------------------------------------------------ Balance at 1 January 2006 11,162,666 706,958 - 63,956 11,038,204 (646,452) - Profit for the year 677,823 - - - - 677,823 -------------------------------------------------------------------------------------------------------------------Total recognised income andexpenditure 11,840,489 706,958 - 63,956 11,038,204 31,371 - Issue of share capital (net) 1,447,500 50,000 1,397,500 - - - - Cost of acquisition 10,583 10,583 - - - - - Share based payment- employee services ** 59,099 - - 59,099 - - -- services received 20,000 - - 20,000 - - - ------------------------------------------------------------------------------------------------------------------Balance at 31 December 2006 13,377,671 767,541 1,397,500 143,055 11,038,204 31,371 ------------------------------------------------------------------------------------------------------------------- Balance at 1 January 2007 13,377,671 767,541 1,397,500 143,055 11,038,204 31,371 - Exchange rate movement 4,503 - - - - 4,053 450 Profit for the year 1,481,623 - - - - 1,353,187 128,436------------------------------------------------------------------------------------------------------------------Total recognised income andexpenditure 14,863,797 767,541 1,397,500 143,055 11,038,204 13,886,611 128,886 Share based payment- employee services 66,277 - - 66,277 - - - Minority interest in subsidiary 220 - - - - - 220 ------------------------------------------------------------------------------------------------------------------Balance at 31 December 2007 14,930,294 767,541 1,397,500 209,332 11,038,204 1,388,611 129,106------------------------------------------------------------------------------------------------------------------ CareCapital Group PlcConsolidated cash flow statement forThe year ended 31 December 2007 Unaudited Audited 2007 2006 £ £--------------------------------------------------------------------------------Cash flows from operating activitiesProfit after taxation 1,481,623 677,823Adjustments:Taxation 144,290 1,029,967Change in fair value of financial instruments (7,239) (29,091)Finance costs 1,351,164 1,088,898Finance income (257,872) (186,608)Unrealised net revaluation gains on investment properties (2,507,319) (3,528,023)Profit on sale of property (126,180) -Depreciation 33,709 33,005Write off of development costs incurred 15,456 40,261Share based payments 66,277 79,099--------------------------------------------------------------------------------Cash flows from operations before changes in working capital 193,909 (789,530)Change in inventories - 1,200Change in trade and other receivables 13,325 (187,829)Change in trade and other payables (281,429) 405,544--------------------------------------------------------------------------------Cash generated / (used) from operations (74,195) (570,615)Interest paid (1,338,024) (1,088,898)--------------------------------------------------------------------------------Cash flows from operating activities (1,412,219) (1,664,642)--------------------------------------------------------------------------------Cash flows from investing activitiesPurchase of intangible assets (198,116) -Purchase of investment property (7,349,714) (6,058,524)Sale of non current asset held for sale 1,626,180 -Capital expenditure on development properties (2,398,837) (481,960)Purchase of leasehold improvements (96,305) -Purchase of plant and equipment (55,470) (14,293)Sale of plant and equipment 440 -Interest received 59,564 186,608--------------------------------------------------------------------------------Cash flows from investing activities (8,412,258) (6,368,169)--------------------------------------------------------------------------------Cash flows from financing activitiesNew mortgage loans raised 6,519,028 5,129,723Repayment of loans (403,651) (312,664)Repayment of finance leases (8,041) (18,434)Repayment of loan on non current asset held for sale (468,539) -Repayment of investor's loan - (2,857,092)Proceeds on issue of new shares - 1,458,083--------------------------------------------------------------------------------Cash flows from financing activities 5,638,797 3,399,616--------------------------------------------------------------------------------Net decrease in cash and cash equivalents (4,185,680) (4,633,195)Cash and cash equivalents at 1 January 2,321,933 6,955,128--------------------------------------------------------------------------------Cash and cash equivalents at 31 December (1,863,747) 2,321,933-------------------------------------------------------------------------------- NOTES: 1.Principal accounting policies a)Accounting convention and basis of preparation These financial statements have been prepared in accordance with InternationalFinancial Reporting Standards as adopted by the European Union ("IFRS") and withthose parts of the Companies Act 1985 applicable to companies reporting underIFRS. The parent company's financial statements have also been prepared inaccordance with IFRS, as applied in accordance with the provisions of theCompanies Act 1985. The Directors have taken advantage of the exemption offered by Section 230 ofthe Companies Act not to present a separate income statement for the parentcompany. The financial statements have been prepared on the historical costbasis modified to include certain assets at fair value. A summary of the group accounting policies is set out below, together, whererelevant, with an explanation of where changes have been made to previouspolicies on the adoption of new accounting standards in the year. (b)Basis of consolidation The consolidated financial information includes financial information in respectof the company and its subsidiary undertakings. The results of subsidiaries acquired or disposed of during the year are includedin the consolidated income statement from the effective date of acquisition orup to the effective date of disposal, as appropriate. All intra-grouptransactions, balances, income and expenses are eliminated on consolidation. (c)Goodwill Goodwill arising on acquisition of group undertakings is carried as anintangible asset at cost less accumulated impairment losses. An impairmentreview is carried out annually. Any impairment is recognised immediately in theincome statement and is not subsequently reversed. (d)Investment properties Investment properties are properties owned or leased by the group which are heldfor long term rental income and capital appreciation. Investment property isinitially recognised at cost and revalued at the balance sheet date to fairvalue as determined by the directors. In arriving at their assessment, thedirectors take advice from professionally qualified external valuers todetermine open market value. Gains or losses arising from changes in the fair value of investment propertyare included in the income statement in the period in which they arise.Depreciation is not provided in respect of investment properties. (e)Development properties Land and properties under development are initially recognised at cost. Costincludes external interest on development loans, directly attributable outgoingsand development margin representing the recovery of attributable internal costs.Internal costs include direct costs of staff engaged in activities whichcontribute towards the development of assets, and an overhead recovery rate inrespect of relevant overhead costs other than staff costs. No recovery isrecognised until a project has progressed to a stage where its conclusion isconsidered to have a high degree of certainty. Development margin is attributedaccording to the time booking records of the directly relevant staff. All bidcosts are written off to the income statement. Upon completion, development properties to be held for long term rental incomeand capital appreciation are transferred to investment property. (f)Revenue recognition Revenue consists of the gross rental income and service charges received oninvestment properties. Rental income is calculated on an accruals basis andrecognised in the accounting period to which it relates. Additional rentalamounts occurring as a result of rent reviews are not recognised until agreed inwriting with tenants. (g)Exceptional items Exceptional items are those significant items which are separately disclosed byvirtue of their size or incidence to enable a full understanding of the group'sfinancial performance. (h)Income taxes The charge for current taxation is based on the results for the year as adjustedfor items which are non-assessable or disallowed. Deferred tax is provided using the balance sheet liability method in respect oftemporary differences between the carrying amount of assets and liabilities inthe financial statements and the corresponding tax bases used in computation oftaxable profit. Deferred tax is determined using tax rates that have been enacted orsubstantially enacted by the balance sheet date and are expected to apply whenthe related deferred tax asset is realised or the deferred tax liability issettled. It is recognised in the income statement except when it relates toitems credited or charged directly to equity, in which case the deferred tax isalso dealt with in equity. Deferred tax assets are recognised to the extent that it is probable that futuretaxable profit will be available against which the temporary difference can beutilised. Deferred tax assets and liabilities are offset only when they relate to taxeslevied by the same authority, with a legal right to set off and when the groupintends to settle them on a net basis. (l)Pensions The group operates a defined contribution pension scheme. Contributions payableto the schemes are recognised as an expense in the income statement as incurred. (j)Foreign currencies The assets and liabilities of foreign entities are translated into sterling atthe rate of exchange ruling at the balance sheet date and their incomestatements and cash flows are translated at the average rate for the period.Exchange differences arising are transferred to reserves as a separate componentof equity. Transactions in currencies other than the group's functional currency arerecorded at the exchange rate prevailing at the transaction dates. Foreignexchange gains and losses resulting from settlement of these transactions andfrom retranslation of monetary assets and liabilities denominated in foreigncurrencies are recognised in the income statement. 2.Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable toequity holders of the Company by the weighted average number of ordinary sharesin issue during the year. 2007 2006--------------------------------------------------------------------------------Profit attributable to equity holders of the Company (£) 1,353,187 677,823 -------------------- Weighted average number of ordinary shares in issue (thousands) 76,754 73,197 -------------------- Earnings per share (pence per share) 1.76 0.93- Continuing operations 1.76 0.59- Discontinued operations - 0.34-------------------------------------------------------------------------------- Diluted earnings per share-------------------------- The Company has one category of dilutive potential ordinary shares - shareoptions. A calculation is undertaken to determine the number of shares thatcould have been acquired at fair value based on the monetary value of thesubscription rights attached to outstanding share options. It is compared withthe number of shares that would have been issued assuming the exercise of theshare options. 2007 2006-------------------------------------------------------------------------------- Profit attributable to equity holders of the Company (£) 1,353,187 677,823 --------------------- Weighted average number of ordinary shares in issue (thousands) 76,754 73,197 Adjustment for share options (thousands) 2,129 347 ---------------------Weighted average number of ordinary shares for diluted earnings (thousands) 78,883 73,544 --------------------- Diluted Earnings per share (pence per share) 1.72 0.92 ---------------------- Continuing operations 1.72 0.58- Discontinued operations - 0.34-------------------------------------------------------------------------------- Adjusted earnings per share--------------------------- Adjusted earnings per share have been calculated to exclude the unrealised gainon revaluation of investment properties and fair value movement on derivativefinancial instruments. 2007 2006--------------------------------------------------------------------------------Profit attributable to equity holders of the Company (£) 1,353,187 677,823 Less gain on revaluation of investment properties (2,357,542) (3,528,023)Add deferred tax in respect of investment properties 123,931 1,058,407Add fair value movement on derivative financial instruments 7,239 29,081Less deferred tax in respect of derivative financial instruments (4,014) (8,724) --------------------------Loss used for calculation of adjusted earnings per share (877,199) (1,812,150) -------------------------- Adjusted earnings per share (1.14) (2.46) No adjusted, diluted earnings per share is calculated because the Group madelosses after the above adjustments. 3.Net asset value 2007 2006 Net assets per share (basic) (pence per share) 19.5 17.4--------------------------------------------------------------------------------Net assets per share (diluted) (pence per share) 18.9 16.7-------------------------------------------------------------------------------- 4.Share capital-------------------------------------------------------------------------------- 2007 2006 ------ ------ Authorised: £ £500,000,000 ordinary shares of 1p each 5,000,000 5,000,000 Issued and fully paid:76,754,096 ordinary shares of 1p each 767,541 767,541 -------------------------------------------------------------------------------- Options to subscribe for Ordinary Shares of 0.1p each On 1 December 2004, seven employees of CareCapital Ltd were granted options tosubscribe for an aggregate of 630,000 ordinary shares of £1 each in CareCapitalLtd at a subscription price of £1 per share. On 31 July 2006 option replacementdeeds were entered into such that the seven employees surrendered their optionsin exchange for the grant of options to subscribe for an aggregate of 4,271,436new Ordinary 0.1p shares in the Company at a subscription price of 15 pence pershare. These options vest in four tranches as follows: On 1 December 20041,017,009 options, on 1 December 2005 1,067,859 options, on 1 December 20061,067,859 options and on 1 December 2007 1,118,709 options. These options are exercisable at any time between 1 December 2007 and 1 December2014. As these options were granted after 7 November 2002 they are accounted forin accordance with IFRS 2. On 31 July 2006, the Company's brokers, DanielStewart & Co, were granted, conditional on admission, the right to subscribe forup to 767,540 new ordinary shares, being 1% of the share capital, at 30 penceper share. In accordance with IFRS 2, this represents a share based payment forservices provided, and has been accounted for accordingly. On 13 September 2007, 6 employees of CareCapital Ltd were granted options tosubscribe for an aggregate of 2,700,000 ordinary shares of £1 each in theCompany at a subscription price of 29 pence per share. These options vest inthree tranches of 900,000 shares on 13 September 2008,2009 and 2010. 5.This preliminary announcement, which has been agreed with the auditors, was approved by the Board on 7 April 2008. It does not constitute the Company's statutory accounts, which will be sent to the shareholders shortly. The auditors' report on the financial atatements for the year ended 31 December 2007 has yet to be signed. However the auditors anticipate issuing, in due course, an unqualified audit opinion thereon. The statutory accounts for the year ended 31 December 2006 recieved an unqualified auditors' report and have been filed with the Registrar of Companies. 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