RNS Number : 1825Y
Millbrook Scientific InstrumentsPLC
03 July 2008
Press Release 3 July 2008
Millbrook Scientific Instruments plc
Final Results
Millbrook Scientific Instruments plc, the designer and manufacturer of innovative scientific instruments that measure nanoscale
properties of thin films and coatings, announces its Final Results for the year ended 31 March 2008.
HIGHLIGHTS
* Total Group sales (including discontinued operations) for FY2008 �2.6m (FY2007 - �1.9m):
* * Second half FY2008 Group sales �1.6m (FY2007 - �1.3m);
* Order backlog from FY2007 cleared by October 2007;
* Confirmed Group orders (dispatched and awaiting shipment) so far this year �1.5m (last year's report - �1.45m including �800,000
backlog).
* EBITDA for FY2008 �(106,000) (FY2007 - �(518,000)).
* Net funds at the end of the year �92,000 (FY2007 - �(308,000)), 2 year loan (under Small Firms Loan Guarantee Scheme) �19,000
(FY2007 - �38,000).
* Move to new, larger NanoTest facility at Wrexham now complete.
* Roll-out of software upgrade for MiniSIMS ToF well underway.
* Sale of loss-making Aquila division complete.
* 3 year Business Plan finalised, targeting a rebuild of shareholder value.
* Priorities for FY2009:
* * Rebuild MiniSIMS order book;
* Complete roll-out of software upgrade for MiniSIMS ToF;
* Complete software upgrade for MiniSIMS Alpha together with other enhancements;
* Complete improvements to production processes at Blackburn to ensure production and quality targets are reliably met;
* Capitalise on the capacity provided by the new facility at Wrexham.
For further information:
Millbrook Scientific Instruments plc Tel: +44 (0) 1254 699606
Stephen Blank, Chairman www.millbrook-
Paul Grasske, Chief Executive Officer instruments.com
Seymour Pierce Limited Tel: +44 (0) 20 7107 8000
Matthew Thomas, Corporate Finance www.seymourpierce.com
matthewthomas@seymourpierce.com
CHAIRMAN'S STATEMENT & REVIEW 2008
The year ended more positively than we might have hoped in August, when the Group had to turn to some of its shareholders for an
additional �400,000 of capital. In the event, all of the objectives that the Board then set itself for FY2008 were achieved, including the
outturn for the year in terms of Sales and EBITDA.
NanoTest sales and orders remained buoyant throughout the year, the major constraint being space at the Wrexham facility. The operation
is now based in new modern premises nearby and the first shipments have taken place. Orders have, I am pleased to say, remained at a very
satisfactory level. For a relatively small manufacturing operation to move location is never easy and my thanks are due to the staff at
Wrexham who managed it most successfully with a minimum interruption to production. As well as providing room physically to produce more
instruments we expect to see productivity improvements in all areas.
During FY2008, orders for MiniSIMS instruments were never a problem as we were working very hard to dispatch a backlog built up a year
or more earlier. Having dispatched the last of that backlog in October 2007, we expected it might take some time to rebuild the order book.
In the event that has not proved to be the case and I am pleased to say that confirmed group orders (dispatched and awaiting shipment) so
far this year total �1.5 million (last year's report - �1.45 million including �800,000 backlog).
The MiniSIMS ToF software upgrade is complete and the first upgrades confirm that our team has produced a high quality software product.
The MiniSIMS alpha software upgrades will follow. Installation of these upgrades will put further pressure on engineering resource but we
are determined to keep improving production processes at Blackburn to ensure production and quality targets are reliably met. The Business
Plan incorporates detailed steps designed to achieve this goal within a realistic timescale. In the meantime we must thank the staff based
at Blackburn, including several who were recruited only during the year, who pulled out all the stops to ensure sales targets were met while
simultaneously working on improvements in quality.
The Aquila division continued to lose money even after having been moved to Blackburn. All the Group's resources are required to ensure
MiniSIMS succeeds and that NanoTest sales continue to grow without further recourse to shareholders and therefore your Board agreed in March
2008 to sell the Aquila division. The sale was completed on 18 June 2008. The sale, which was for nominal consideration, resulted in a loss
on disposal of �87,745.
As announced on 31 July 2007, the Company hit cash flow difficulties caused by the on-going production problems at Blackburn but
exacerbated by the unforeseen damage to an instrument in transit to a customer. A shareholder update was issued on 22 August 2007 and an EGM
was held on 24 August 2007. Thanks to the support of a small group of shareholders led by YFM Private Equity ("YFM"), managers of The
Northwest Business Investment Scheme, our largest shareholder, and three of the directors, the full amount of �400,000 was raised enabling
the immediate crisis to be weathered and the elimination of the Group's net debt. The fundraising was completed on 13 September 2007.
Following the fundraising, we have had to operate with no short-term debt. As last year, we managed cash extremely carefully. The Board
has continued to regard the security of the Group as paramount and have foregone opportunities that might have compromised this security.
The update issued on 22 August 2007 also stated that further Resolutions authorising the Directors to allot shares and to disapply
pre-emption rights only within certain specified limits would be proposed at a second General Meeting. In the event, other business
priorities and costs made it impracticable to hold a second GM. The existing authorisation has not and will not be used again before the AGM
so more appropriate limits on allotment and disapplication are instead included in the Resolutions at the AGM. We will also take the
opportunity, with shareholders approval, to make changes to our Articles of Association permitted by the Companies Act 2006 including the
ability to distribute the Accounts electronically.
In my Interim Statement I referred to a fundamental Business Review which the Board undertook and which was completed in the last
Financial Year. In the event the broad conclusion was that the strategy being followed by the Group CEO represented the best way to rebuild
shareholder value. The Board considers that the market opportunities for the NanoTest and the MiniSIMS products remain considerable. 'Buy
and build' was formally dropped and Aquila, as non-core, was sold.
The year one action plan agreed as part of the three year Business Plan includes the relocation of premises at Wrexham and improvements
to quality and software. More streamlined Board reporting mechanisms have been adopted. External advice has been sought where necessary and
appropriate.
In my interim statement I said that the administration and finance side of the business was running too lean. However, with training,
encouragement and a limited re-organisation, the existing staff have risen to the challenge and, for the foreseeable future, I no longer
believe this to be the case.
RESULTS (FY2007 in brackets)
Group sales including discontinued operations were �2.63 million (�1.89 million), 39% up on the previous year. As shown in the income
statement sales from continuing operations were �2.5 million, an increase of 31% over the previous year.
The major controllable cost is employee benefits expense. This decreased from �1,013,100 in 2007 to �940,426 this year.
Loss for the year at the EBITDA level was �25,881 (�518,271). This improvement was predominantly due to increased sales, a large part of
which represented the clearance of the backlog in orders for the MiniSIMS ToF instrument from the previous year.
TECHNOLOGY & PRODUCT DEVELOPMENT
In order to maintain competitiveness the Group is continuously improving and developing its instruments. This is a necessity.
Expenditure on research and development during the year totalled �309,010 and it is expected that this level of expenditure will be
maintained or increased in the future.
The successful development of the MiniSIMS ToF represents a major milestone in the evolution of the MiniSIMS. The Enhanced Sample
Handling (ESH) option has also greatly increased the capability of the instrument for routine automated analysis such as quality control
applications. Following such major changes, a period of consolidation is called for. Current projects in progress are focusing on improving
instrument reproducibility and reliability. These changes should also streamline manufacture of the instrument, an important factor in
profitability as volumes increase. However, this does not mean that we are not looking to the future. As well as continuing improvements to
the data analysis tools provided in the software, other incremental development projects are taking place to increase the range of samples
that can be tested.
At Micro Materials improvements are in progress that will enable the company successfully to compete in markets previously dominated by
our US competitors. Alongside this, demand for the NanoTest's world-leading high temperature test capability is growing rapidly and current
R&D projects aim to maintain our competitive edge, particularly by developing an environmental enclosure to extend the measurement range to
include temperatures above which the diamond indenters oxidise in air.
BOARD
In April 2007, Peter Stefanini handed over executive responsibilities to Paul Grasske who took on the role of Group CEO whilst retaining
responsibility as FD. Paul's experience in the sector and his commercial acumen made him the natural successor and I have been delighted by
the manner in which he has run the business especially during the crisis in the middle of the year. The Business Review confirmed many of
the actions he had already proposed. The other executive directors have also had to shoulder their share of the burden.
I joined the Board as non-executive director in June and took over the role of non-executive chairman at the AGM on 31 July 2007 where I
paid tribute to my predecessor as Chairman, Peter Stefanini, who then left the company by mutual agreement. Simon Cleaver of YFM also
stepped down as non-executive director at the AGM. Thanks are also due to him as well as YFM whose support has been unstinting and most
valuable. These changes at Board level as well as other changes within the Group have resulted in cost savings, which have mainly been seen
in the second half.
In summary, since the AGM the Board has comprised five directors - three executives: Paul Grasske, John Eccles and Peter Vohralik and
two non-executives: Malcolm Fortnam and myself.
This is my first review and I would like to end it in the manner of my predecessor by thanking all of the stakeholders in the Group. All
were put to the test during the challenging period that faced the Company immediately after I joined the Board. None were found wanting
especially our staff, who continued to work hard despite the uncertainty that surrounded them, and our shareholders, who ensured the
Company's survival by providing further support. But our customers, suppliers and professional advisers played their part and their
confidence and support is never taken for granted by any member of the Board.
S M Blank
Chairman
2 July 2008
GROUP INCOME STATEMENT
for the year ended 31 March 2008
2008 2007
(as restated)
Notes Total Total
� �
CONTINUING OPERATIONS
Revenue 2 2,484,055 1,891,482
Other income 14,491 11,048
Changes in inventories of finished goods and
work in progress (64,893) 44,700
Work performed by the entity and capitalised 233,601 299,802
Raw materials and consumables used (880,252) (845,703)
Employee benefits expense (940,426) (1,013,100)
Depreciation and amortisation expense (239,666) (236,329)
Other expenses (675,523) (622,567)
Operating (loss) (68,613) (470,667)
Finance costs (14,518) (10,082)
Loss before tax (83,131) (480,749)
Taxation 79,560 -
Loss for the period from continuing (3,571) (480,749)
operations
DISCONTINUED OPERATIONS
Loss for the period from discontinued 4 (183,856) -
operations
Loss for the period (187,427) (480,749)
Loss per share 3
Basic (0.290p) (0.901p)
Diluted (0.260p) (0.804p)
GROUP INCOME STATEMENT continued
for the year ended 31 March 2008
Earnings Before Interest, Tax and Depreciation and Amortisation ("EBITDA")
2008 2007
Continuing Discontinued operations (as restated)
operations
Total Total
� � � �
EBITDA (25,881) (80,003) (105,884) (518,271)
Exceptional items (36,667) (87,745) (124,412) (15,869)
Depreciation/loss on disposal (32,544) (5,986) (38,530) (39,386)
Work performed by entity and 233,601 - 233,601 299,802
capitalised
Amortisation (207,122) (9,706) (216,828) (196,943)
Finance costs (14,518) (416) (14,934) (10,082)
Taxation 79,560 - 79,560 -
Loss for the period (3,571) (183,856) (187,427) (480,749)
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2008
Share Share Retained Earnings Total
Capital Premium �
� � �
At 31 March 2007 (as restated) 2,682,871 777,861 (1,926,057) 1,534,675
Retained loss for the period - - (187,427) (187,427)
Proceeds from share issue 200,000 185,588 - 385,588
Share-based payments - - 35,038 35,038
31 March 2008 2,882,871 963,449 (2,078,446) 1,767,874
BALANCE SHEET
at 31 March 2008
Group Group Company Company
2008 2007 2008 2007
(as restated) (as restated)
� � � �
ASSETS
NON CURRENT ASSETS
Property, plant and equipment 155,474 156,181 - -
Goodwill 836,308 836,308
Other intangible assets 609,086 566,887 - -
Investments - - 1,507,233 1,630,197
1,600,868 1,559,376 1,507,233 1,630,197
CURRENT ASSETS
Inventories 231,784 330,371 - -
Trade and other receivables 819,695 666,988 1,563,936 1,261,380
Cash and cash equivalents 214,495 288,494 44,295 278,493
1,265,974 1,285,853 1,608,231 1,539,873
TOTAL ASSETS 2,866,842 2,845,229 3,115,464 3,170,070
LIABILITIES
CURRENT LIABILITIES
Financial liabilities (134,019) (615,723) - -
Trade and other payables (660,844) (597,899) (43,777) (48,220)
Other creditors and deferred (215,236) (64,502) (87,745) -
income
(1,010,099) (1,278,124) (131,522) (48,220)
NON CURRENT LIABILITIES
Financial liabilities (7,000) (19,000) - -
Provision for deferred grant (81,869) (13,430) - -
income
TOTAL LIABILITIES (1,098,968) (1,310,554) (131,522) (48,220)
NET ASSETS 1,767,874 1,534,675 2,983,942 3,121,850
EQUITY
Called up share capital 2,882,871 2,682,871 2,882,871 2,682,871
Share premium account 963,449 777,861 963,449 777,861
Retained losses (2,078,446) (1,926,057) (862,378) (338,882)
TOTAL EQUITY 1,767,874 1,534,675 2,983,942 3,121,850
GROUP STATEMENT OF CASH FLOWS
for the year ended 31 March 2008
Notes 2008 2007
(as restated)
� �
CASH FLOWS FROM OPERATING ACTIVITIES 5 351,453 (363,291)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire intangible fixed (277,559) (331,653)
assets
Payments to acquire tangible fixed assets (90,081) (63,933)
Less grants received 86,974 9,423
(280,666) (386,163)
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of ordinary share capital 400,000 789,852
Share issue costs (14,415) (15,869)
Finance arrangement fees (36,667) -
Loan repayments (19,195) (17,495)
329,723 756,488
NET INCREASE IN CASH AND CASH EQUIVALENTS 400,510 7,034
1. BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its
subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so
as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective
date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with
those used by the Group.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
2. REVENUE AND GEOGRAPHICAL ANALYSIS
Revenue represents the amounts derived from the provisions of goods and services that fall into the Group's ordinary activities, stated
net of value added tax.
The Group operates in one principal area of activity, that of the manufacture and supply of scientific instruments. It generates
turnover on a worldwide basis.
Turnover from continuing activities is analysed as follows:
2008 2007
� �
Europe (including UK) 747,142 919,817
North America 1,093,646 202,169
Asia 643,267 727,742
Other - 41,754
Total 2,484,055 1,891,482
3. LOSS PER ORDINARY SHARE
2008 2007
(as
restated)
� �
Basic weighted average number of shares in the period 64,586,378 53,354,457
Diluted weighted average number of shares in the 72,091,782 59,775,128
period
Loss attributable to members of the parent (187,427) (480,749)
undertaking
Basic loss per share (0.290p) (0.901p)
Diluted loss per share (0.260p) (0.804p)
The loss per share (basic and diluted) has been calculated on the result after tax attributable to the ordinary shareholders and the
weighted average number of shares in issue in the period.
4. DISCONTINUED OPERATIONS - AQUILA INSTRUMENTS LTD
The Group's wholly owned subsidiary, Aquila Instruments Ltd, continued to lose money even after having been moved to Blackburn.
Consequently, in March 2008, the Board agreed to sell Aquila Instruments Ltd.
The sale, which was for nominal consideration, was completed on 18 June 2008 and resulted in a loss on disposal of �87,745
5. NOTES TO THE STATEMENT OF CASH FLOWS
Reconciliation of operating loss to net cash (outflow)/inflow from operating activities
2008 2007
(as
restated)
� �
Loss for the period (187,427) (480,749)
Exceptional items 36,667 15,869
Loss before exceptional item (150,760 (464,880)
Share-based payments 35,038 -
Depreciation 38,530 69,617
Amortisation of intangibles/grant release 213,478 166,712
(Increase)/Decrease in inventories 98,587 (102,348)
(Increase)/Decrease in receivables (152,707) (61,246)
Increase/(Decrease) in payables 213,679 (20,429)
Loss on disposal of intangible assets 3,350 -
Transfer of asset for resale from fixed assets 52,258 49,283
Net cash inflow/(outflow) from operating activities 351,453 (363,291)
Reconciliation of net cash flow to movement in net funds/(net debt)
2008 2007
� �
Increase in net cash in the period 400,510 7,034
Movement in bank loan 19,195 17,495
Movements in net funds 419,705 24,529
Net debt at 1 April 2007 (346,229) (370,758)
Net funds/(net debt) at 31 March 2008 73,476 (346,229)
Analysis of net debt
At 1 April Non Cash At 31 March 2008
2007 Cash Flow Movement
s
� � � �
Cash at bank and in hand 288,494 (73,999) - 214,495
Overdraft (596,528) 474,509 - (122,019)
Bank loans due within one year (19,195) 19,195 (12,000) (12,000)
Bank loans due beyond one year (19,000) - 12,000 (7,000)
(346,229) 419,705 - 73,476
6. BASIS OF PRESENTATION
The financial information contained herein does not constitute statutory accounts within the meaning of Section 240 of the Companies
Act 1985. The balance sheet at 31 March 2008 and the income statement, cash flow statement and associated notes for the year then ended have
been extracted from the Group's statutory financial statements for the year ended 31 March 2008 upon which the auditors' opinion is
unqualified and does not include any statement under Section 237 of the Companies Act 1985.
7. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS
For the first time the Group is required to report its consolidated financial statements under International Financial Reporting
Standards ("IFRS") as adopted by the European Union. Comparative information for the year ended 31 March 2007, previously reported under UK
GAAP, has been restated under IFRS.
The presentation of the Group's financial statements has also changed. Presentation is now made in accordance with IAS 1 "Presentation
of Financial Statements" and IAS 7 "Cash Flow Statements".
The Transition date to IFRS is 1 April 2006.
Income statement reconciliation
Income
�
As reported under UK GAAP at 31 March 2007 (632,339)
Write back of goodwill amortisation 157,611
Holiday pay accrual (6,022)
As reported under IFRS at 31 March 2007 (480,750)
Balance sheet reconciliation
Intangible Fixed Retained Earnings
Assets Assets
� � �
As reported under UK GAAP at 1 April 1,375,969 239,496 (1,272,382)
2006
Transfer of software from tangible
assets to intangible assets 625 (625) -
Impairment of Goodwill (160,933) - (160,933)
Holiday pay accrual - - (11,992)
As reported under IFRS at 31 March 1,215,661 238,871 (1,445,307)
2006
As reported under UK GAAP at 31 1,378,168 184,530 (1,904,721)
March 2007
Transfer of software from tangible
assets to intangible assets 28,349 (28,349) -
Impairment of Goodwill (3,322) - (3,322)
Holiday pay accrual - - (18,014)
As reported under IFRS at 31 March 1,403,195 156,181 (1,926,057)
2007
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of the Company for the year ending 31st March 2008 will be held at the offices of
Millbrook Scientific Instruments plc, Blackburn Technology Centre,
Challenge Way, Blackburn, Lancashire, BB1 5QB, on the 31st day of July 2008 at 12.00 noon for the purpose of considering and, if thought
fit, passing the following resolutions, of which resolutions numbered 1 to 5 will be proposed as ordinary resolutions and resolutions
numbered 6 to 9 will be proposed as special resolutions:
Ordinary Business
1. To receive and adopt the Company's Accounts and Reports of the Directors and Auditors for the period ended 31 March
2008.
2. To re-elect A J Eccles, who retires by rotation in accordance with article 113, as a director of the Company.
3. To re-elect M E Fortnam, who retires by rotation in accordance with article 113, as a director of the Company.
4. To re-appoint Edwards Veeder (Oldham) LLP as auditors.
5. To authorise the directors of the Company to fix the remuneration of the auditors.
Special Business
6. THAT, in substitution for all existing and unexercised authorities and powers, the directors of the Company be and they
are hereby generally and unconditionally authorised for the purpose of section 80 of the Companies Act 1985 (the "Act")
to exercise all or any of the powers of the Company to allot relevant securities (within the meaning of section 80(2) of
the
Act) up to a maximum nominal amount of �163,426 to such persons at such times and generally on such terms and
conditions as the directors may determine (subject always to the articles of association of the Company) provided that
this
authority and power shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the
conclusion of the next annual general meeting or 15 months after the passing of this resolution (if earlier) and
provided
further that the directors of the Company may before the expiry of such period make an offer or agreement which would or
might require relevant securities to be allotted after the expiry of such period and the directors of the Company may
allot
relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
7. THAT, subject to and conditional upon the passing of Resolution 6 above and in substitution for all existing and
unexercised
authorities and powers, the directors of the Company be and are hereby empowered pursuant to section 95 of the Act to
allot equity securities (as defined in section 94 of the Act) pursuant to the authority conferred upon them by Resolution
6
as if section 89(1) of the Act did not apply to such allotment provided that this authority and power shall be limited
to:
(a) the allotment of equity securities in connection with a rights issue or similar offer in favour of ordinary shareholders
where the equity securities respectively attributable to the interest of all ordinary shareholders are proportionate (as
nearly as may be) to the respective numbers of ordinary shares held by them subject only to such exclusions or other
arrangements as the directors of the Company may consider appropriate to deal with fractional entitlements or legal and
practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and
(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal
amount of �73,658 representing approximately 10% of the anticipated issued share capital of the Company at the date
of this annual general meeting,
and shall expire on the date of the next annual general meeting of the Company or (if earlier) 15 months from the date of the
passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby had not expired.
8. THAT, the articles of association of the Company attached hereto and marked 'A' be and are hereby adopted as the new
articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association
of the
Company.
9. THAT, subject to Resolution 8 above being passed and with effect from 1 October 2008 or such later date as section 175 of
the Companies Act 2006 shall be brought into force the articles of association of the Company attached hereto and marked
'B'
be and are hereby adopted as the new articles of association in substitution for, and to the exclusion of, the articles of
association of the Company adopted pursuant to Resolution 8 above.
NOTES:
1. Any member of the Company entitled to attend, speak and vote at the above-mentioned meeting may appoint a proxy to
exercise any of his rights to attend, speak and vote at that meeting on his behalf. A proxy need not be a member of the
Company. Appointment of a proxy does not preclude a shareholder from attending and voting at that meeting should they
wish to do so.
2. The following information, which is available for inspection during normal business hours at the registered office of the
Company on any weekday (Saturdays and public holidays excepted) from the date of this notice until the date of the Annual
General Meeting, will also be available for inspection at the place of the Annual General Meeting for a period of 15 minutes
prior to the meeting and until the conclusion of the meeting:
* copies of the service contracts of the directors of the Company;
* a copy of the proposed new articles of association of the Company and a copy of the existing articles of association of the Company
marked to show the changes being proposed in Resolution 8; and
* a copy of the proposed new articles of association of the Company to be adopted on 1 October 2008 pursuant to Resolution 9.
3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 the Company specifies that only those
shareholders registered at 12 noon on 29 July 2008 shall be entitled to attend or vote at the meeting in respect of the number
of
shares registered in their names at that time. If the meeting is adjourned, the time by which a person must be entered on the
register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for
the
adjourned meeting. Changes to entries on the register after the relevant time will be disregarded in determining the rights of
any
person to attend or vote at the meeting.
By Order of the Board
P M Grasske
Company Secretary
2 July 2008
This information is provided by RNS
The company news service from the London Stock Exchange
END
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