Hamilton, Bermuda, June 6,
2019.
Nordic American Offshore Ltd.,
(the "Company") announces its financial results for the three
months ended March 31, 2019, the change of the Company's name to
Hermitage Offshore Services Ltd. and the appointment of a new Chief
Financial Officer.
Results for the
Three Months Ended March 31, 2019 and 2018
For the three months ended March
31, 2019, the Company's net loss was $7.2 million or $0.98 basic
and diluted loss per share (based on 7,374,034 weighted average
shares outstanding during the first quarter of 2019). There
were no adjusting items to the net loss for the three months ended
March 31, 2019.
For the three months ended March
31, 2018, the Company's net loss was $9.5 million or $1.53 basic
and diluted loss per share (based on 6,198,685 weighted average
shares outstanding during the first quarter of 2018). There
were no adjusting items to the net loss for the three months ended
March 31, 2018.
Share and per share results
included herein have been retroactively adjusted to reflect the
one-for-ten reverse stock split of the Company's common shares,
which took effect on January 28, 2019. There are 18,740,671
common shares outstanding as of the date of this press release.
Company Name
Change to Hermitage Offshore Services Ltd.
At the Company's annual meeting of
shareholders held on June 4, 2019, the Company's shareholders
approved changing the name of the Company to "Hermitage Offshore
Services Ltd." which became effective on June 4, 2019. The
Company's common stock is expected to begin trading on the New York
Stock Exchange under its new name and the ticker symbol "PSV" at
the start of trading on June 7, 2019. The Company's common stock
will be assigned a new CUSIP number of G4511M 108 in connection
with the name change.
Appointment of
New Chief Financial Officer
The Company has appointed Mr.
Christopher Avella as Chief Financial Officer of the Company
effective June 4, 2019 succeeding Mr. Bjørn Giæver. Mr.
Avella joins the Company from Scorpio Tankers Inc. (NYSE: STNG), a
related party affiliate, where he has served since 2010 and has
held the position of Controller since 2014. Prior to joining
Scorpio Tankers Inc., he was with Ernst & Young in its audit
practice from 2002 through 2006 and its transaction advisory
services practice from 2006 through 2010 where he was a senior
manager. Mr. Avella is a certified public accountant and has
a B.S. in accounting from Rutgers University, an M.B.A. from Seton
Hall University and an M.S. in finance from Georgetown
University.
Emanuele A. Lauro, Chairman and
Chief Executive Officer, commented "Nordic American Offshore began
a new chapter in the second quarter of 2019 with the agreement to
extend waivers under its existing credit facility and the
commitment for a new credit facility with the Company's current
lenders (subject to certain conditions precedent) under more
favorable terms. This agreement was followed by the April
2019 recapitalization of the Company through a new equity line of
credit and the acquisition of two anchor handling tug supply
vessels and 11 crew boats in exchange for common shares.
Collectively, these transactions have stabilized our balance sheet
by significantly reducing our financial leverage and providing
liquidity.
I am pleased to report that these
transactions, together with the change in the name of the Company
to Hermitage Offshore Services Ltd. and the appointment of a new
CFO, have brought us into the next phase of our development.
As a result, we believe that we are well-positioned in an offshore
market that is showing signs of a broader structural recovery.
The first quarter of 2019 reflects
the results of the Company's fleet of 10 PSVs under significantly
weaker market conditions. While the next several quarters
will reflect some legacy contracts from this weaker period, we are
encouraged by developments during the second quarter of 2019.
Not only has the market shown significant signs of
improvement, but we have re-activated three PSVs during the current
quarter that were previously in lay-up. Spot rates in the
North Sea have improved to over $20,000 per day, and utilization
has increased. Consequently, we expect our second quarter of
2019 fixtures and overall financial results to show a clear
improvement as compared to the first quarter of 2019.
On behalf of the Company, I want
to especially thank Bjørn Giæver, outgoing CFO, for his
contribution to the Company during the last 18 months, and I want
to welcome Chris Avella as the CFO of Hermitage Offshore Services
Ltd."
Summary of First
Quarter of 2019 and Other Recent Events
-
The Company's platform supply vessels, or PSVs,
earned dayrates of $8,863 per on-hire day with an average
utilization rate of 73.1% of the available days, resulting in an
effective dayrate of $6,481 per available day during the first
quarter of 2019. Three of the 10 PSVs were in warm lay-up
during the quarter for a total of 259 days. These days are
not considered as part of the available days.
-
The Company reactivated three PSVs from warm
lay-up in the second quarter of 2019. These vessels were laid
up for an aggregate of 45 days during the second quarter of
2019. All 10 of the Company's PSVs are now active.
-
Following the Company's April 2019 acquisition
of two anchor handling tug supply vessels, or AHTS vessels, and 11
crew boats (as described below) from Scorpio Offshore Holding Inc.,
or SOHI (a related party affiliate), the Company's average
effective dayrates that have been fixed thus far in the second
quarter of 2019 are as follows:
-
10 PSVs (primarily operating in the North Sea) -
an effective dayrate of $11,500 for 90% of the available
days. There were three PSVs in warm lay-up during the quarter
for a total of 45 days. These days are not considered as part
of the available days.
-
Two AHTS vessels (primarily operating in West
Africa) - an effective dayrate of $6,000 for 85% of the available
days since the acquisition date of these vessels of April 10,
2019. No AHTS vessels were laid up during the
quarter.
-
11 crew boats (primarily operating in West
Africa) - an effective dayrate of $1,100 for 83% of the available
days since the acquisition date of these vessels of April 8,
2019. No crew boats were laid up during the
quarter.
-
In April 2019, the Company entered into an
agreement with the lenders under its term loan facility, DNB Bank
ASA and Skandinaviska Enskilda Banken AB (publ), (the "Initial
Credit Facility"), pursuant to which the lenders further extended
the waiver of the Company's compliance with certain financial
covenants under such facility until January 31, 2020.
-
In April 2019, the Company received a commitment
from the lenders under the Initial Credit Facility, subject to
certain conditions precedent, for a new $132.9 million term loan
facility to refinance the Initial Credit Facility. The main
terms of this commitment are described below.
-
In April 2019, the Company acquired 13 vessels
consisting of two AHTS vessels and 11 crew boats from SOHI in
exchange for 8,126,219 common shares of the Company at
approximately $2.78 per share for an aggregate consideration of
$22.6 million. As part of this acquisition, the Company
assumed the aggregate outstanding indebtedness of $9.0 million
under a term loan facility with DVB Bank SE, Nordic Branch, or the
DVB Credit Facility, relating to the two AHTS vessels. A
summary of the DVB Credit Facility is included below.
-
In March 2019, the Company entered into an
Equity Line of Credit with Scorpio Offshore Investments Inc., or
SOI, a related party affiliate, and Mackenzie Financial
Corporation. The Equity Line of Credit provides for $20.0
million to be available to the Company on demand in exchange for
common shares of the Company priced at 0.94 multiplied by the
then-prevailing 30-day trailing volume weighted average
price. In April 2019, the Company issued 3,240,418 common
shares under the Equity Line of Credit equally to SOI and Mackenzie
Financial Corporation for approximately $2.78 per share or net
proceeds of $9.0 million. There is $11.0 million available
under this Equity Line of Credit as of the date of this press
release.
-
In January 2019, the Company effected a
one-for-ten reverse stock split pursuant to which every ten of the
Company's issued common shares were combined into one issued common
share. The Company's Bye-laws permit the board of directors
to effect a reverse stock split without shareholder consent.
Additional information is included below.
Liquidity
As of June 5, 2019, the Company
had $8.2 million in cash and cash equivalents.
Drydock
Update
The Company's two AHTS vessels are
scheduled for their class required special survey in June and July
of 2019. Each of these vessels are expected to be offhire for
approximately 20 days, and the drydock costs are estimated to be
approximately $1.4 million per vessel.
Debt
The following table sets forth the
principal balance of the Company's debt outstanding, all of which
is classified as current, excluding unamortized deferred financing
fees:
|
As of |
In thousands of U.S. dollars |
March 31, 2019 |
May 30, 2019 |
Initial Credit Facility |
132,900 |
132,900 |
DVB
Credit Facility |
- |
9,000 |
|
132,900 |
141,900 |
Waiver Extension
of Initial Credit Facility
In April 2019, the lenders to the
Company's Initial Credit Facility agreed extend the waivers of
certain financial covenants which the Company was not in compliance
until January 31, 2020. Moreover, the Company has received a
written commitment from the lenders under its Initial Credit
Facility, upon the satisfaction of certain conditions precedent by
the Company, including the requirement to raise a minimum of an
additional $15.0 million of equity before January 31, 2020, to a
new $132.9 million term loan facility with a maturity of December
6, 2023 to refinance the Initial Credit Facility, which has an
outstanding balance of $132.9 million as of the date of this press
release.
The new $132.9 million term loan
is expected to (i) be collateralized by the ten PSVs that currently
collateralize the Initial Credit Facility in addition to the 11
crew boats acquired from SOHI, (ii) bear interest at LIBOR plus a
margin 3.50% (which is subject to reduction if the Company meets
certain Net Debt to EBITDA thresholds) and (iii) be repayable in
equal, semi-annual installments of $7.5 million beginning in
December 2021 with a balloon payment due upon the maturity date of
December 6, 2023. This new credit facility is also expected
to contain the following financial covenants:
-
Cash and cash equivalents shall at all times be
equal to or greater than (i) $12,500,000 and (ii) $750,000 per
vessel above 2,500 DWT.
-
Current assets shall at all times exceed current
liabilities less the current portion of long term
liabilities.
-
The ratio of net debt to total capitalization
shall be no greater than 0.60 to 1.00.
Acquisition of assets from Scorpio Offshore
Holding Inc. and assumption of $9 million of debt
In April 2019, the Company
acquired 13 vessels consisting of two AHTS vessels and 11 crew
boats from SOHI in exchange for an aggregate of 8,126,219 common
shares of the Company at approximately $2.78 per share for an
aggregate consideration of $22.6 million. This transaction
was part of the aforementioned series of transactions that the
Company entered into in order to stabilize the Company's financial
position and create a more efficient investment vehicle.
Specifically, this transaction enabled the Company to
simultaneously expand its fleet and reduce its financial leverage
through the issuance of common shares. The Company has
preliminarily concluded that the transaction will be accounted for
as an asset acquisition as substantially all of the fair value of
the gross assets acquired is concentrated in a single identifiable
group of similar identifiable assets. Furthermore, the
Company is in the process of assessing whether this transaction
will be accounted for as a common control and/or a reverse
acquisition of assets.
As part of this acquisition, the
Company assumed the aggregate outstanding indebtedness of $9.0
million under the DVB Credit Facility relating to the two AHTS
vessels. The DVB Credit Facility was supplemented on April
10, 2019, (the "DVB Supplemental Agreement"), as part of this
transaction.
Under the terms of the DVB
Supplemental Agreement, DVB has the right, but not the obligation,
to unwind the acquisition of the two AHTS vessels if the minimum of
$15.0 million of additional equity (as described above) is not
raised by October 31, 2019. Under this scenario, the shares
in the vessel owning subsidiaries for these two vessels (which
would include the related net working capital and outstanding
indebtedness under the DVB Credit Facility) would be exchanged for
the shares of the Company that were previously issued as
consideration for the two AHTS vessel transaction on the date of
the unwinding.
The DVB Credit Facility bears
interest at LIBOR plus a margin of 2.75% and contains a financial
covenant whereby the Company must maintain minimum liquidity of an
aggregate of $0.75 million in the bank accounts that are pledged as
security under the facility. The terms of this credit
facility also require that the Company fund any Excess Earnings
(defined as each vessels' earnings less budgeted operating
expenses, interest payments and the maintenance of the minimum
liquidity requirement) related to such vessels, up to $3.6 million
in aggregate, to a drydock reserve account, the proceeds of which
are to be utilized for the vessels' next scheduled drydock.
For the first 36 months after the
initial drawdown date (through September 2020), any Excess Earnings
related to each vessel, after funding the minimum liquidity
requirement and drydock reserve account, shall be utilized to repay
the credit facility. Starting 39 months after the initial
drawdown date, the DVB Credit Facility shall be repaid in
consecutive quarterly installments of $0.2 million in aggregate
with a balloon payment due upon the maturity date of September
2022.
January 2019
Reverse Stock Split
On January 28, 2019, the
Company effected a one-for-ten reverse stock split pursuant to
which every ten of the Company's issued common shares were combined
into one issued common share. The purpose of this transaction
was to (i) increase the market price for the Company's common
shares and thereby cure the deficiency of the NYSE's listing rules
and (ii) improve the marketability and liquidity of the Company's
common shares in an effort to encourage interest and trading in the
Company's common shares. The Company's Bye-laws permit the
Board of Directors to effect a reverse stock split without
shareholders' consent.
There are 18,740,671 common shares
outstanding as of the date of this press release.
Nordic American
Offshore Ltd. and Subsidiaries
Condensed
Consolidated Statements of Income or Loss
(unaudited)
|
|
For the three months ended March 31, |
|
|
2019 |
|
2018 |
Amounts in
USD '000 |
|
|
|
|
|
|
Charter revenue |
|
4,561 |
|
3,407 |
|
|
|
|
|
Vessel
Operating Expenses |
|
(5,904) |
|
(5,720) |
Voyage
Expenses |
|
(392) |
|
(592) |
General and Administrative Expenses |
|
(1,144) |
|
(1,169) |
Depreciation |
|
(2,026) |
|
(4,261) |
Operating Costs |
|
(9,466) |
|
(11,742) |
Net Operating Loss |
|
(4,905) |
|
(8,335) |
|
|
|
|
|
Interest Income |
|
19 |
|
88 |
Interest Expense |
|
(2,357) |
|
(1,367) |
Other
Financial Income (Expense) |
|
30 |
|
122 |
Total Other Costs |
|
(2,308) |
|
(1,157) |
Net Loss |
|
(7,213) |
|
(9,492) |
Basic Loss per Share |
|
(0.98) |
|
(1.53) |
Weighted Average Number of Common Shares Outstanding -
Basic and Diluted |
|
7,374,034 |
|
6,198,685 |
Total Common Shares Outstanding |
|
7,374,034 |
|
6,198,685 |
Nordic American
Offshore Ltd. and Subsidiaries
Condensed
Consolidated Balance Sheets
(unaudited)
|
|
|
|
As
of: |
|
|
|
March 31, 2019 |
|
December 31, 2018 |
|
Amounts in
USD '000 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents |
|
|
|
2,399 |
|
8,446 |
|
Accounts Receivable, net |
|
|
|
2,931 |
|
2,602 |
|
Prepaid Expenses |
|
|
|
982 |
|
755 |
|
Inventory |
|
|
|
981 |
|
1,181 |
|
Other
Current Assets |
|
|
|
1,098 |
|
1,176 |
|
Total Current Assets |
|
|
|
8,391 |
|
14,160 |
|
Vessels, Net |
|
|
|
175,660 |
|
176,914 |
|
Total Non-current Assets |
|
|
|
175,660 |
|
176,914 |
|
Total Assets |
|
|
|
184,051 |
|
191,074 |
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
|
|
1,309 |
|
842 |
|
Accounts Payable, related party |
|
|
|
309 |
|
492 |
|
Other
Current Liabilities |
|
|
|
2,965 |
|
3,147 |
|
Current Debt |
|
|
|
132,546 |
(1), (2) |
0 |
|
Total Current Liabilities |
|
|
|
137,129 |
|
4,481 |
|
Non-current Debt |
|
|
|
0 |
|
132,457 |
(1) |
Other
Long-term Liabilities |
|
|
|
71 |
|
71 |
|
Total Non-current Liabilities |
|
|
|
71 |
|
132,528 |
|
Shareholders' Equity |
|
|
|
46,851 |
|
54,065 |
|
Total Liabilities and Shareholders'
Equity |
|
184,051 |
|
191,074 |
|
(1) The
outstanding principal balance under the Company's Initial Credit
Facility was $132.9 million at each of March 31, 2019 and December
31, 2018. The amount presented is net of unamortized deferred
financing costs of $0.4 million at each of March 31, 2019 and
December 31, 2018. |
|
|
|
|
|
|
|
|
(2) The
outstanding balance under the Company's Initial Credit Facility has
been classified as current as of March 31, 2019. As described
above, the Company was in breach of certain of its financial
covenants under its Initial Credit Facility and has obtained
waivers of such covenants, the last one extending until January 31,
2020. Given that this waiver period does not extend 12 months
beyond the balance sheet date of March 31, 2019, the debt has been
classified as current. |
Nordic American
Offshore Ltd. and Subsidiaries
Condensed
Consolidated Statements of Cash Flows
(unaudited)
|
|
For the three months ended March
31 |
Amounts in USD '000 |
|
2019 |
|
2018 |
Operating Activities |
|
|
|
|
Net
Loss |
|
$ |
(7,214) |
|
$ |
(9,492) |
Depreciation |
|
2,026 |
|
4,261 |
Amortization of Deferred Finance Cost |
|
90 |
|
90 |
Overhaul of Engine Costs and Drydock |
|
(654) |
|
(488) |
Foreign Currency Gain |
|
(25) |
|
(85) |
|
|
|
|
|
Changes in Operating Assets and
Liabilities: |
|
|
|
|
Accounts Receivables |
|
(329) |
|
(573) |
Prepaid and Other Current Assets |
|
(150) |
|
(521) |
Inventory |
|
200 |
|
(78) |
Accounts Payable and Accrued Liabilities |
|
285 |
|
(146) |
Accounts Payable, Related party |
|
(183) |
|
(21) |
Net Cash Outflow from Operating
Activities |
|
(5,954) |
|
(7,053) |
|
|
|
|
|
Investing Activities |
|
|
|
|
Investment in Vessels |
|
(118) |
|
- |
Net Cash Outflow from Investing
Activities |
|
(118) |
|
- |
|
|
|
|
|
Financing Activities |
|
|
|
|
Cash
Dividends Paid to Shareholders |
|
- |
|
(1,240) |
Net Cash Outflow from Financing
Activities |
|
- |
|
(1,240) |
Net Decrease in Cash and Cash
Equivalents |
|
(6,072) |
|
(8,293) |
Cash
and Cash Equivalents at January 1, |
|
8,446 |
|
31,506 |
Effect
of Exchange Rate Changes on Cash |
|
25 |
|
85 |
Cash and Cash Equivalents at March
31, |
|
$ |
2,399 |
|
$ |
23,298 |
Nordic American
Offshore Ltd. and Subsidiaries
Other operating
data for the three months ended March 31, 2019 and
2018
(unaudited)
|
For the three months ended March
31, |
|
2019 |
2018 |
|
|
|
Adjusted EBITDA (1) |
$ |
(2,879) |
$ |
(4,074) |
|
|
|
Platform supply vessels |
|
|
Average dayrates per on-hire day (2) |
$ |
8,863 |
$ |
9,014 |
Utilization rate % (3) |
73.1% |
54.5% |
Effective dayrates (4) |
6,481 |
4,916 |
|
|
|
Vessel
operating expenses per day (5) |
6,560 |
6,356 |
|
|
|
Average number of active vessels |
7.12 |
7.00 |
Average number of vessels in layup |
2.88 |
3.00 |
Average number of vessels |
10.00 |
10.00 |
(1) |
See Non-GAAP Measures section below. |
(2) |
Average dayrates are calculated by subtracting voyage
expenses, including bunkers and port charges, from charter revenue
and dividing the net amount (net charter revenue) by the number of
revenue days in the period. Revenue days are the number of
days the vessel is owned or chartered-in less the number of days
the vessel is unutilized (which includes days in layup) or offhire
for drydock and repairs. |
(3) |
Utilization rates are determined by the number of
revenue days divided by the total number of available days
(including offhire days and unutilized days) in the period. |
(4) |
Effective dayrates represent the average day rate
multiplied by the utilization rate for the respective period. |
(5) |
Vessel operating costs per day represent vessel
operating costs divided by the number of operating days during the
period. Operating days are the total number of days (including
offhire days and days in layup) in a period. Vessel operating
expenses are lower while a vessel is in lay-up. There were an
aggregate of 259 days and 270 days which vessels were in lay-up
during the first quarter of 2019 and 2018, respectively. |
About the
Company
Hermitage Offshore Services Ltd.
(formerly Nordic American Offshore Ltd.) is an offshore support
vessel company that owns 23 vessels consisting of 10 platform
supply vessels, or PSVs, two anchor handling tug supply vessels, or
AHTS vessels, and 11 crew boats. The Company's vessels
primarily operate in the North Sea or the West Coast of
Africa. Additional information about the Company is available
at the Company's website www.hermitage-offshore.com, which is not a
part of this press release.
Non-GAAP Measures
This press release describes net
charter revenue and adjusted EBITDA which are not measures prepared
in accordance with U.S. GAAP ("Non-GAAP" measures). The Non-GAAP
measures are presented in this press release as we believe that
they provide investors and other users of the Company's financial
statements, such as its lenders, with a means of evaluating and
understanding how the Company's management evaluates the Company's
operating performance. These Non-GAAP measures should not be
considered in isolation from, as substitutes for, or superior to
financial measures prepared in accordance with U.S. GAAP.
The Company believes that the
presentation of net charter revenue and adjusted EBITDA are useful
to investors or other users of its financial statements, such as
its lenders, because they facilitate the comparability and the
evaluation of companies in the Company's industry. In addition, the
Company believes that net charter revenue and adjusted EBITDA are
useful in evaluating its operating performance compared to that of
other companies in the Company's industry. The Company's
definitions of net charter revenue and adjusted EBITDA may not be
the same as reported by other companies in the offshore supply
vessel industry or other industries.
Reconciliation of Net Loss to
Adjusted EBITDA
|
|
For the three months ended March 31, |
|
|
2019 |
|
2018 |
Amounts in
USD '000 |
|
Net Loss |
|
(7,213) |
|
(9,492) |
Interest Income |
|
(19) |
|
(88) |
Interest Expense |
|
2,357 |
|
1,367 |
Other
Financial Income (Expense) |
|
(30) |
|
(122) |
Depreciation |
|
2,026 |
|
4,261 |
Adjusted EBITDA |
|
(2,879) |
|
(4,074) |
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this press
release may constitute forward-looking statements. The Private
Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts. The Company desires to take
advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. The
words "believe," "expect," "anticipate," "estimate," "intend,"
"plan," "target," "project," "likely," "may," "will," "would,"
"could" and similar expressions identify forward-looking
statements.
The forward-looking statements in
this press release are based upon various assumptions, many of
which are based, in turn, upon further assumptions, including
without limitation, management's examination of historical
operating trends, data contained in the Company's records and other
data available from third parties. Although management believes
that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond the Company's control, there can be no assurance that the
Company will achieve or accomplish these expectations, beliefs or
projections. The Company undertakes no obligation, and specifically
declines any obligation, except as required by law, to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Important factors that, in the
Company's view, could cause actual results to differ materially
from those discussed in the forward-looking statements include the
strength of world economies and currencies, general market
conditions, including fluctuations in charter rates and vessel
values, changes in demand in the offshore support vessel (OSV)
market, changes in charter hire rates and vessel values, demand in
offshore supply vessels, the Company's operating expenses,
including bunker prices, dry docking and insurance
costs, governmental rules and regulations or actions taken by
regulatory authorities as well as potential liability from pending
or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to
accidents or political events, the availability of financing and
refinancing, vessel breakdowns and instances of off-hire and other
important factors described from time to time in the reports filed
by the Company with the Securities and Exchange Commission.
Contacts:
Hermitage Offshore Services Ltd.
+ 377 9798 5717 (Monaco)
+ 1 646 432 3315 (New York)
Web-site: www.hermitage-offshore.com
1st Quarter 2019 Result
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Nordic American Offshore Ltd via
Globenewswire
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