SAN FRANCISCO and SHENZHEN, China, August 13, 2014 /PRNewswire/ -- Highpower International, Inc. (NASDAQ: HPJ), a developer, manufacturer, and marketer of lithium and nickel-metal hydride (Ni-MH) rechargeable batteries, and a battery management systems and battery recycling provider, today announced its financial results for the second quarter and six months ended June 30, 2014.
2014 Second Quarter Operating and Financial Highlights (all results are compared to prior year period)
Outlook for 2014
Management Commentary
Mr. George Pan, Chairman and CEO of the Company, commented, "We are pleased to report improved sales and gross margin in the second quarter of 2014, which was the result from increased volume sold of both lithium batteries and Ni-MH batteries. We have expanded our customer base through growing global demand for our lithium battery products in many areas including mobile, portable, wearable, industrial, solar, and electrical vehicle markets, and new sales channels for our Ni-MH products."
2014 Second Quarter and Six Month Financial Review
Net Sales
Net sales for the second quarter ended June 30, 2014 increased 22.3% to $38.1 million compared with $31.2 million for the same period in 2013. The increase in net sales was mainly due to a $5.2 million increase in net sales of lithium batteries. For the six months ended June 30, 2014, the Company's net sales increased to $67.3 million compared with $55.6 million in the first half of 2013.
Gross Profit
Gross profit for the second quarter ended June 30, 2014 increased to $7.7 million, as compared with $5.7 million for the same period in 2013. The increase was due to increase in the average selling price of lithium batteries. Gross profit for the six months ended June 30, 2014 increased to $13.7 million, as compared with $10.5 million for the same period in 2013.
Gross Margin
Gross margin was 20.3% for the second quarter ended June 30, 2014, as compared with 18.4% for the same period in 2013. The increase in gross margin was largely due to higher selling prices in the Company's lithium battery segment. For the six months ended June 30, 2014, gross margin was 20.3%, as compared with 18.9% for the same period in 2013.
Net sales, cost of sales, and gross profit by segments is set out as follows:
Three months ended June 30, | Six months ended June 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
$ | $ | Change in % | $ | $ | Change in % | |||||
Net sales | ||||||||||
Ni-MH Batteries | 19,153,435 | 17,866,800 | 7.2% | 34,640,938 | 32,916,770 | 5.2% | ||||
Lithium Batteries | 17,511,963 | 12,328,277 | 42.0% | 30,902,207 | 21,580,499 | 43.2% | ||||
New Materials | 1,469,238 | 982,539 | 49.5% | 1,751,805 | 1,079,719 | 62.2% | ||||
Total | 38,134,636 | 31,177,616 | 22.3% | 67,294,950 | 55,576,988 | 21.1% | ||||
Cost of Sales | ||||||||||
Ni-MH Batteries | 15,224,391 | 14,174,402 | 7.4% | 27,514,189 | 26,271,502 | 4.7% | ||||
Lithium Batteries | 13,877,599 | 10,363,888 | 33.9% | 24,580,425 | 17,805,800 | 38.0% | ||||
New Materials | 1,303,155 | 904,867 | 44.0% | 1,539,900 | 1,002,047 | 53.7% | ||||
Total | 30,405,145 | 25,443,157 | 19.5% | 53,634,514 | 45,079,349 | 19.0% | ||||
Gross Profit | ||||||||||
Ni-MH Batteries | 3,929,044 | 3,692,398 | 6.4% | 7,126,749 | 6,645,268 | 7.2% | ||||
Lithium Batteries | 3,634,364 | 1,964,389 | 85.0% | 6,321,782 | 3,774,699 | 67.5% | ||||
New Materials | 166,083 | 77,672 | 113.8% | 211,905 | 77,672 | 172.8% | ||||
Total | 7,729,491 | 5,734,459 | 34.8% | 13,660,436 | 10,497,639 | 30.1% | ||||
Research and Development (R&D)
R&D spending was $2.0 million, or 5.2% of total revenue, for the second quarter ended June 30, 2014, compared to $1.4 million, or 4.3% of total revenue, for the same period in 2013.The increase was primarily a result of the expansion of our workforce to expand new product development for the electrical vehicles and energy storage sectors. R&D spending was $3.8 million for the six months ended June 30, 2014, compared to $2.5 million for the same period in 2013.
Selling & Distribution
Selling and distribution expenses were $1.6 million, or 4.2% of total revenue, for the second quarter ended June 30, 2014, as compared with $1.4 million, or 4.5% of total revenue, for the same period in 2013. The increase was due to the expansion of Highpower's sales force and increased marketing activities. Selling and distribution expenses were $3.1 million for the six months ended June 30, 2014, as compared with $2.8 million for the same period in 2013.
General & Administrative
General and administrative expenses were $3.3 million, or 8.7% of total revenue, for the second quarter ended June 30, 2014, as compared with $2.6 million, or 8.4% of total revenue, for the second quarter of 2013. The increase was due to the expansion of workforce at the Company's Huizhou facility, included in this amount was non-cash share-based compensation expense of $0.5 million, up from $45,671 in the second quarter of 2013. General and administrative expenses were $6.9 million for the six months ended June 30, 2014, as compared with $5.4 million for the same period in 2013. The primary reason for the increase was due to the expansion of our workforce at our Huizhou facility, included in this amount was non-cash share-based compensation expense of $0.9 million, up from $94,710 in the first half of 2013.
Net Income
Net income attributable to the Company for the second quarter ended June 30, 2014 was $812,498, or $0.05 per diluted share based on 15.3 million weighted average diluted shares outstanding, compared to net income of $109,289, or $0.01 per diluted share based on 13.6 million weighted average diluted shares outstanding.
Net loss attributable to the Company for the six months ended June 30, 2014 was $122,651, or $0.01 per diluted share based on 14.4 million weighted average diluted shares outstanding, compared to net loss of $499,591, or $0.04 per diluted share based on 13.6 million weighted average diluted shares outstanding.
EBITDA
EBITDA for the second quarter ended June 30, 2014 increased 124.6% to $2.4 million from $1.1 million in the prior year period. For the six month period, EBITDA increased 112.0% to $2.7 million from $1.3 million in the first half of 2013. A table reconciling EBITDA, a non-GAAP (Generally Accepted Accounting Principles) financial measure, to the appropriate GAAP measure is included with the Company's financial information below.
Balance Sheet Highlights
($ in millions, except per share data) | 6/30/2014 (Unaudited) | 12/31/2013 (Audited) | ||
Cash and Cash Equivalents | $12.8 | $8.0 | ||
Total Current Assets | $96.6 | $97.3 | ||
Total Assets | $151.6 | $151.8
| ||
Total Current Liabilities | $109.2 | $113.2 | ||
Total Liabilities | $113.2 | $117.1 | ||
Shareholders' Equity | $38.4 | $34.7 | ||
Total Liabilities and Shareholders' Equity | $151.6 | $151.8 | ||
Book Value Per Share | $2.66 | $2.55 |
Outlook for 2014
Based on current expectations for global demand in the rechargeable battery market in 2014 and our continued shift toward mobile power sources, higher-value energy storage systems and transportation products, the Company reiterates the 2014 guidance of revenues of between $150 million to $170 million. The Company also clarified its 2014 net income guidance to include non-GAAP net income of between $2.5 million to $4.0 million, and net income of between $1.5 million to $3.0 million. This clarification is largely due to additional anticipated stock based compensation expense as a result of the Company's capital offering in April 2014.
Chairman Pan continued, "We are beginning to see considerable traction across both our lithium and Ni-MH markets, which began to accelerate during the second quarter. As a result, we are confident in achieving our previously announced sales guidance for the year. We are also continuing to re-invest in our business, as evidenced by increases in our research and development through the first six months, which we believe will continue to both position Highpower for short and long-term growth by continually providing an opportunity to re-engage our loyal customer base with the latest in battery technology. The Company is in a strong financial position as a result of our recent capital offering, and is utilizing those resources to expand our global sales platform and enter new markets. There are numerous applications that a nimble company with operational leverage like Highpower can take advantage of, and we look forward to keeping investors updated on our progress."
Conference Call Details
The Company will host a conference call today at 10:00 a.m. Eastern time / 7:00 a.m. Pacific time to discuss these results.
The dial-in numbers are:
Live Participant Dial In (Toll Free): 877-407-3108
Live Participant Dial In (International): 201-493-6797
To listen to the live webcast, please go to at www.highpowertech.com and click on the conference call link, or go to: http://highpowertech.equisolvewebcast.com/q2-2014. This webcast will be archived and accessible through the Company's website for approximately 30 days following the call. The Company will also have an accompanying slide presentation available in PDF format on its homepage prior to the conference call.
About Highpower International, Inc.
Highpower International was founded in 2001 and produces high-quality Nickel-Metal Hydride (Ni-MH) and lithium-based rechargeable batteries used in a wide range of applications such as electric buses, bikes, energy storage systems, power tools, medical equipment, digital and electronic devices, personal care products, and lighting, etc. Highpower's target customers are Fortune 500 companies, and top 10 companies in each vertical segment. With advanced manufacturing facilities located in Shenzhen, Huizhou, and Ganzhou of China, Highpower is committed to clean technology, not only in the products it makes, but also in the processes of production. The majority of Highpower International's products are distributed to worldwide markets mainly in the United States, Europe, China and Southeast Asia.
Use of Non-GAAP Measures
The Company has supplemented its reported GAAP (generally accepted accounting principles) financial information with non-GAAP measures. EBITDA was derived by taking earnings before interest expense (net), taxes, depreciation and amortization. Adjusted EBITDA and Non-GAAP net income exclude stock-based compensation expense. Adjusted EBITDA, as defined above, may not be similar to Adjusted EBITDA measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. The Company believes these non-GAAP measures are useful to investors as they provide a basis for evaluating the Company's operating results in the ordinary course of its operations.
These non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with its results of operations as determined in accordance with U.S. GAAP and that these measures should only be used to evaluate the Company's results of operations in conjunction with, and not in lieu of, the corresponding GAAP measures. These non-GAAP financial measures are reconciled in the accompanying tables to the most directly comparable measures as reported in accordance with GAAP.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995 that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negative thereof or comparable terminology, and include discussions of strategy, and statements about industry trends and the Company's future performance, operations and products. Such statements involve known and unknown risks, uncertainties and other factors that could cause the Company's actual results to differ materially from the results expressed or implied by such statements, including, without limitation, fluctuations in the cost of raw materials; our dependence on, or inability to attract additional, major customers for a significant portion of our net sales; our ability to increase manufacturing capabilities to satisfy orders from new customers; our ability to maintain increased margins; our dependence on the growth in demand for portable electronic devices and the success of manufacturers of the end applications that use our battery products; our responsiveness to competitive market conditions; our ability to successfully manufacture our products in the time frame and amounts expected; the market acceptance of our battery products, including our lithium products; our ability to successfully develop products for and penetrate the electric transportation market; our ability to continue R&D development to keep up with technological changes. For a discussion of these and other risks and uncertainties see "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's public filings with the SEC. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company has no obligation to update the forward-looking information contained in this press release.
CONTACT:
Highpower International, Inc.
Henry Sun
CFO
+86-755-8968-6521
ir@highpowertech.com
INVESTOR RELATIONS:
The Equity Group Inc.
In China
Katherine Yao, Associate
86 10 6587 6435
kyao@equityny.com
In U.S.
Adam Prior, Senior Vice President
(212) 836-9606
aprior@equityny.com
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Stated in US Dollars except Number of Shares) | ||||||||
Three months ended June 30, | Six months ended June 30, | |||||||
2014 | 2013 | 2014 | 2013 | |||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||
$ | $ | $ | $ | |||||
Net sales | 38,134,636 | 31,177,616 | 67,294,950 | 55,576,988 | ||||
Cost of sales | (30,405,145) | (25,443,157) | (53,634,514) | (45,079,349) | ||||
Gross profit | 7,729,491 | 5,734,459 | 13,660,436 | 10,497,639 | ||||
Research and development expenses | (1,976,965) | (1,350,997) | (3,788,917) | (2,453,465) | ||||
Selling and distribution expenses | (1,587,726) | (1,392,576) | (3,124,886) | (2,787,978) | ||||
General and administrative expenses, including stock-based compensation | (3,312,296) | (2,612,855) | (6,883,576) | (5,418,246) | ||||
Foreign currency transaction gain (loss) | 247,102 | (180,010) | 349,695 | (219,957) | ||||
Gain (loss) on derivative instruments | 21,147 | 112,335 | (116,134) | 222,283 | ||||
Total operating expenses | (6,608,738) | (5,424,103) | (13,563,818) | (10,657,363) | ||||
Income (loss) from operations | 1,120,753 | 310,356 | 96,618 | (159,724) | ||||
Gain on change of fair value of warrant liability | 74,548 | - | 74,548 | - | ||||
Other income | 361,954 | 281,236 | 903,374 | 497,385 | ||||
Interest expenses | (474,162) | (365,146) | (1,069,543) | (701,412) | ||||
Income (loss) before taxes | 1,083,093 | 226,446 | 4,997 | (363,751) | ||||
Income taxes expenses | (281,364) | (159,110) | (189,213) | (207,329) | ||||
Net income (loss) | 801,729 | 67,336 | (184,216) | (571,080) | ||||
Less: net loss attributable to non-controlling interest | (10,769) | (41,953) | (61,565) | (71,489) | ||||
Net income (loss) attributable to the Company | 812,498 | 109,289 | (122,651) | (499,591) | ||||
Comprehensive income (loss) | ||||||||
Net income (loss) | 801,729 | 67,336 | (184,216) | (571,080) | ||||
Foreign currency translation gain (loss) | (19,936) | 526,996 | (361,122) | 298,942 | ||||
Comprehensive income (loss) | 781,793 | 594,332 | (545,338) | (272,138) | ||||
Less: comprehensive loss attributable to non-controlling interest | (11,294) | (31,257) | (72,727) | (65,475) | ||||
Comprehensive income (loss) attributable to the Company | 793,087 | 625,589 | (472,611) | (206,663) | ||||
Earnings (loss) per share of common stock attributable to the Company | ||||||||
- Basic | 0.05 | 0.01 | (0.01) | (0.04) | ||||
- Diluted | 0.05 | 0.01 | (0.01) | (0.04) | ||||
Weighted average number of common stock outstanding | ||||||||
- Basic | 14,853,219 | 13,582,106 | 14,415,662 | 13,582,106 | ||||
- Diluted | 15,277,743 | 13,582,106 | 14,415,662 | 13,582,106 | ||||
HIGHPOWER INTERNATIONAL, INC.AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Stated in US Dollars except Number of Shares) | |||||
June 30, | December 31, | ||||
2014 | 2013 | ||||
(Unaudited) | |||||
$ | $ | ||||
ASSETS | |||||
Current Assets: | |||||
Cash and cash equivalents | 12,820,421 | 7,973,459 | |||
Restricted cash | 20,053,350 | 28,586,121 | |||
Accounts receivable, net | 33,544,964 | 33,961,014 | |||
Notes receivable | 2,564,585 | 1,014,891 | |||
Prepayments | 6,127,204 | 4,969,743 | |||
Other receivables | 800,986 | 1,063,656 | |||
Inventories | 20,654,074 | 19,739,360 | |||
Total Current Assets | 96,565,584 | 97,308,244 | |||
Property, plant and equipment, net | 48,699,905 | 48,548,203 | |||
Land use right, net | 4,334,591 | 4,421,415 | |||
Intangible asset, net | 625,000 | 650,000 | |||
Deferred tax assets | 1,343,954 | 802,225 | |||
Foreign currency derivatives assets | - | 63,289 | |||
TOTAL ASSETS | 151,569,034 | 151,793,376 | |||
LIABILITIES AND EQUITY | |||||
LIABILITIES | |||||
Current Liabilities: | |||||
Foreign currency derivatives liabilities | 68,007 | - | |||
Accounts payable | 46,370,345 | 40,026,698 | |||
Deferred income | 1,007,753 | 675,521 | |||
Short-term loan | 31,216,964 | 36,142,105 | |||
Notes payable | 21,616,432 | 25,271,256 | |||
Other payables and accrued liabilities | 5,564,376 | 7,801,431 | |||
Income taxes payable | 1,357,123 | 1,279,658 | |||
Current portion of long-term loan | 1,950,490 | 1,967,536 | |||
Total Current Liabilities | 109,151,490 | 113,164,205 | |||
Warrant liability | 1,099,404 | - | |||
Long-term loan | 2,925,735 | 3,935,071 | |||
TOTAL LIABILITIES | 113,176,629 | 117,099,276 | |||
COMMITMENTS AND CONTINGENCIES | - | - | |||
EQUITY | |||||
Stockholders' equity | |||||
Preferred stock | |||||
(Par value: $0.0001, Authorized: 10,000,000 shares, Issued and outstanding: none) | - | - | |||
Common stock | |||||
(Par value: $0.0001, Authorized: 100,000,000 shares, 15,052,158 shares issued and | 1,505 | 1,398 | |||
Additional paid-in capital | 10,254,841 | 6,011,305 | |||
Statutory and other reserves | 3,142,411 | 3,142,411 | |||
Retained earnings | 18,268,224 | 18,390,875 | |||
Accumulated other comprehensive income | 5,498,899 | 5,848,859 | |||
Total equity for the Company's stockholders | 37,165,880 | 33,394,848 | |||
Non-controlling interest | 1,226,525 | 1,299,252 | |||
TOTAL EQUITY | 38,392,405 | 34,694,100 | |||
TOTAL LIABILITIES AND EQUITY | 151,569,034 | 151,793,376 | |||
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in US Dollars) | |||
Six months ended June 30, | |||
2014 | 2013 | ||
(Unaudited) | (Unaudited) | ||
$ | $ | ||
Cash flows from operating activities | |||
Net income | (184,216) | (571,080) | |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation and amortization | 2,053,486 | 1,182,314 | |
Allowance for doubtful accounts | 266 | (3,965) | |
Loss on disposal of property, plant and equipment | 151,237 | 102,926 | |
Loss on derivative instruments | 130,948 | 123,333 | |
Deferred income tax | (549,140) | (137,726) | |
Share based payment | 916,244 | 94,710 | |
Gain on change of fair value of warrant liability | (74,548) | - | |
Accounts receivable | 159,094 | (41,371) | |
Notes receivable | (1,560,871) | (167,535) | |
Prepayments | (1,200,028) | (1,372,932) | |
Other receivable | 253,843 | 8,451 | |
Inventories | (1,086,899) | (1,924,454) | |
Accounts payable | 6,887,622 | 1,414,867 | |
Deferred income | 1,009,295 | - | |
Other payables and accrued liabilities | (2,175,844) | 1,725,062 | |
Income taxes payable | 88,688 | (228,533) | |
Net cash flows provided by operating activities | 4,819,177 | 204,067 | |
Cash flows from investing activities | |||
Acquisition of plant and equipment | (3,503,027) | (7,335,376) | |
Net cash flows used in investing activities | (3,503,027) | (7,335,376) | |
Cash flows from financing activities | |||
Proceeds from short-term bank loans | 9,611,198 | 15,581,691 | |
Repayment of short-term bank loans | (14,367,008) | (8,515,280) | |
Repayment of long-term bank loans | (976,737) | (962,603) | |
Proceeds from notes payable | 21,753,902 | 20,038,103 | |
Repayment of notes payable | (25,195,047) | (26,517,924) | |
Proceeds from issuance of capital stock, net | 4,633,164 | - | |
Change in restricted cash | 8,316,169 | 3,280,806 | |
Net cash flows provided by financing activities | 3,775,641 | 2,904,793 | |
Effect of foreign currency translation on cash and cash equivalents | (244,829) | 265,988 | |
Net increase (decrease) in cash and cash equivalents | 4,846,962 | (3,960,528) | |
Cash and cash equivalents - beginning of period | 7,973,459 | 6,627,334 | |
Cash and cash equivalents - end of period | 12,820,421 | 2,666,806 | |
Supplemental disclosures for cash flow information: | |||
Cash paid for: | |||
Income taxes | 649,665 | 573,588 | |
Interest expenses | 1,061,904 | 701,412 | |
Non-cash transactions | |||
Accounts payable for construction in progress | 794,356 | 1,649,807 | |
Offset of deferred income and property, plant and equipment | 669,668 | - | |
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) (Stated in US Dollars) | ||||||||
Reconciliation of Net Income to EBITDA | ||||||||
Three Months Ended | Six Months Ended | |||||||
June 30 | June 30 | June 30 | June 30 | |||||
2014 | 2013 | 2014 | 2013 | |||||
$ | $ | $ | $ | |||||
Net Income (Loss) attributable to the Company | 812,498 | 109,289 | (122,651) | (499,591) | ||||
Non-GAAP Net Income (Loss)(1) | 1,327,796 | 154,960 | 793,593 | (404,881) | ||||
Interest expenses, net | 270,351 | 189,379 | 592,500 | 389,504 | ||||
Income tax expenses | 281,364 | 159,110 | 189,213 | 207,329 | ||||
Depreciation and Amortization | 1,041,685 | 613,595 | 2,053,486 | 1,182,314 | ||||
EBITDA | 2,405,898 | 1,071,373 | 2,712,548 | 1,279,556 | ||||
Non-GAAP EBITDA(2) | 2,921,196 | 1,117,044 | 3,628,792 | 1,374,266 | ||||
(1) See table below for reconciliation of net income attributable to the Company to Non-GAAP net income attributable to the Company. (2) Excludes share-based compensation expense as set forth in the following table. | ||||||||
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) (Stated in US Dollars) | ||||||||
Reconciliation of Net Income Attributable to the Company to Non-GAAP Net Income Attributable to the Company | ||||||||
Three months ended June 30, | Six months ended June 30, | |||||||
2014 | 2013 | 2014 | 2013 | |||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||
$ | $ | $ | $ | |||||
Net income (loss) attributable to the Company | 812,498 | 109,289 | (122,651) | (499,591) | ||||
Stock-based compensation expense | 515,298 | 45,671 | 916,244 | 94,710 | ||||
Non-GAAP net income (loss) attributable to the Company | 1,327,796 | 154,960 | 793,593 | (404,881) | ||||
Basic net income (loss) per share of common stock | 0.05 | 0.01 | (0.01) | (0.04) | ||||
Stock-based compensation expense | 0.04 | - | 0.07 | 0.01 | ||||
Non-GAAP income (loss) per share of common stock attributable to the Company | 0.09 | 0.01 | 0.06 | (0.03) | ||||
Diluted net income (loss) per share of common stock attributable to the Company | 0.05 | 0.01 | (0.01) | (0.04) | ||||
Stock-based compensation expense | 0.04 | - | 0.07 | 0.01 | ||||
Non-GAAP income (loss) per share of common stock | 0.09 | 0.01 | 0.06 | (0.03) | ||||
Weighted average number of common shares outstanding | ||||||||
- Basic | 14,853,219 | 13,582,106 | 14,415,662 | 13,582,106 | ||||
- Diluted | 15,277,743 | 13,582,106 | 14,415,662 | 13,582,106 | ||||
