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8-K - 8-K - HOLLY ENERGY PARTNERS LPhepform8-kq312earnings.htm



Earnings Release
November 1, 2012
Holly Energy Partners, L.P. Reports Third Quarter Results
Dallas, Texas -- Holly Energy Partners, L.P. (“HEP” or the “Partnership”) (NYSE-HEP) today reported financial results for the third quarter of 2012. For the quarter, distributable cash flow was $40.4 million, up $14.7 million, or 57% compared to the third quarter of 2011. Based on these results, HEP announced its 32nd consecutive distribution increase on October 26, 2012, raising the quarterly distribution from $0.91 to $0.925, representing a 6% increase over the distribution for the third quarter of 2011.
Net income attributable to Holly Energy Partners for the third quarter was $24.5 million ($0.68 per basic and diluted limited partner unit) compared to $16.7 million ($0.58 per basic and diluted limited partner unit) for the third quarter of 2011. This increase in earnings is due principally to increased pipeline shipments, earnings attributable to our November 2011 asset acquisition and annual tariff increases. These factors were offset partially by increased operating costs and expenses and higher interest expense.
Commenting on the third quarter of 2012, Matt Clifton, Chairman of the Board and Chief Executive Officer stated, “We are extremely pleased with our financial results, particularly with the record levels of our distributable cash flow and EBITDA. EBITDA for the third quarter was $49.8 million, an increase of $16.5 million, or 50%, over last year’s third quarter."
“Increased domestic oil production has positively impacted the gross margins of the refineries we serve throughout our Midcontinent, Rocky Mountain and Southwest asset base. This has given our refinery shippers strong incentives to increase their production levels, which has correspondingly raised our pipeline and terminal utilization rates. Additionally, increased oil drilling activity near our crude oil gathering pipelines in Southeast New Mexico has continued to raise the amount of oil we gather and transport on our New Mexico crude oil pipeline assets. These positive industry fundamentals have increased the financial contribution from our heritage assets while our tankage and terminals acquisition in November 2011 and our UNEV pipeline acquisition in July 2012 further fueled significant additions to our year over year growth in distributable cash flow,” Clifton said.
Third Quarter 2012 Revenue Highlights
Revenues for the quarter were $72.5 million, a $23.5 million increase compared to the third quarter of 2011. The revenue increase was due to increased pipeline shipments, revenues attributable to our July 2012 and November 2011 acquisitions and the effect of annual tariff increases. Overall pipeline volumes were up 23% compared to the third quarter of 2011.
Revenues from our refined product pipelines were $25.9 million, an increase of $6.9 million primarily due to increased refined pipeline shipments, revenues attributable to UNEV and annual tariff increases. Shipments averaged 180.4 thousand barrels per day (“mbpd”) compared to 140.3 mbpd for the third quarter of 2011.
Revenues from our intermediate pipelines were $7.3 million, an increase of $1.4 million, on shipments averaging 132.2 mbpd compared to 91.8 mbpd for the third quarter of 2011. This includes $1.3 million in revenues attributable to our Tulsa interconnect pipelines that were placed in service in September 2011.
Revenues from our crude pipelines were $12.3 million, an increase of $1.5 million, on shipments averaging 187.9 mbpd compared to 175.5 mbpd for the third quarter of 2011.
Revenues from terminal, tankage and loading rack fees were $27.0 million, an increase of $13.7 million compared to the third quarter of 2011. This includes $12.4 million in revenues attributable to our assets acquired in November 2011 that serve HollyFrontier's El Dorado and Cheyenne refineries.


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Refined products terminalled in our facilities increased to an average of 325.1 mbpd compared to 227.2 mbpd for the third quarter of 2011.
Revenues for the three months ended September 30, 2012 include the recognition of $0.7 million of prior shortfalls billed to shippers in 2011, as they did not meet their minimum volume commitments within the contractual make-up period. As of September 30, 2012, deferred revenue in our consolidated balance sheet was $9.3 million. Such deferred revenue will be recognized in earnings either as payment for shipments in excess of guaranteed levels or when shipping rights expire unused over the contractual make-up period.
Nine Months Ended September 30, 2012 Revenue Highlights
Revenues for the nine months ended September 30, 2012 were $207.0 million, a $62.1 million increase compared to the same period of 2011. The revenue increase was due to increased pipeline shipments, revenues attributable to our July 2012 and November 2011 acquisitions and the effect of annual tariff increases, partially offset by a $6.7 million decrease in previously deferred revenue realized. Overall pipeline volumes were up 25% compared to the same period of 2011.
Revenues from our refined product pipelines were $74.6 million, an increase of $13.6 million primarily due to increased refined pipeline shipments, revenues attributable to UNEV and annual tariff increases partially offset by the effects of a $7.2 million decrease in previously deferred revenue realized. Shipments averaged 166.7 mbpd compared to 136.3 mbpd for the nine months ended September 30, 2011.
Revenues from our intermediate pipelines were $21.1 million, an increase of $5.4 million, on shipments averaging 131.0 mbpd compared to 81.6 mbpd for the nine months ended September 30, 2011. This includes $3.7 million in revenues attributable to our Tulsa interconnect pipelines and the effects of a $0.5 million increase in previously deferred revenue realized.
Revenues from our crude pipelines were $33.8 million, an increase of $3.5 million, on shipments averaging 169.9 mbpd compared to 157.6 mbpd for the nine months ended September 30, 2011.
Revenues from terminal, tankage and loading rack fees were $77.5 million, an increase of $39.5 million compared to the nine months ended September 30, 2011. This includes $36.0 million in revenues attributable to our terminal, tankage and loading racks serving HollyFrontier's El Dorado and Cheyenne refineries. Refined products terminalled in our facilities increased to an average of 318.9 mbpd compared to 217.0 mbpd for the nine months ended September 30, 2011.
Revenues for the nine months ended September 30, 2012 include the recognition of $3.2 million of prior shortfalls billed to shippers in 2011, as they did not meet their minimum volume commitments within the contractual make-up period.
Cost and Expense Highlights
Operating costs and expenses were $35.8 million and $107.2 million for the three and the nine months ended September 30, 2012, respectively, representing increases of $8.4 million and $33.8 million over the respective periods of 2011. These increases reflect incremental operating costs and expenses attributable to UNEV and our recently acquired assets serving HollyFrontier’s El Dorado and Cheyenne refineries and higher throughput levels on our legacy assets, as well as year-over-year increases in depreciation expense, maintenance service and payroll costs and professional fees.
Interest expense was $12.5 million and $34.3 million for the three and the nine months ended September 30, 2012, respectively, representing increases of $3.7 million and $8.2 million over the respective periods of 2011 due to higher year-over-year debt levels. Also, we recognized a loss of $3.0 million for the nine months ended September 30, 2012, on the early extinguishment of our $185 million 6.25% senior notes.
We have scheduled a webcast conference call today at 4:00 PM Eastern Time to discuss financial results. This webcast may be accessed at: https://event.webcasts.com/starthere.jsp?ei=1009340.
An audio archive of this webcast will be available using the above noted link through November 15, 2012.


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About Holly Energy Partners, L.P.
Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation subsidiaries. The Partnership owns and operates petroleum product and crude gathering pipelines, tankage and terminals in Texas, New Mexico, Arizona, Washington, Idaho, Oklahoma, Utah, Wyoming and Kansas. In addition, the Partnership owns a 75% interest in UNEV Pipeline, L.L.C., the owner of a Holly Energy operated refined products pipeline running from Utah to Las Vegas, Nevada, and related product terminals and a 25% interest in SLC Pipeline, L.L.C., a 95-mile intrastate pipeline system serving refineries in the Salt Lake City, Utah area.
HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier operates through its subsidiaries a 135,000 barrels-per-stream-day (“bpsd”) refinery located in El Dorado, Kansas, a 125,000 bpsd refinery in Tulsa, Oklahoma, a 100,000 bpsd refinery located in Artesia, New Mexico, a 52,000 bpsd refinery located in Cheyenne, Wyoming, and a 31,000 bpsd refinery in Woods Cross, Utah. HollyFrontier markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. A subsidiary of HollyFrontier also owns a 44% interest (including the general partner interest) in Holly Energy Partners, L.P.
The statements in this press release relating to matters that are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. These statements are based on our beliefs and assumptions and those of our general partner using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Although we and our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give assurance that our expectations will prove to be correct. Such statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:
risks and uncertainties with respect to the actual quantities of petroleum products and crude oil shipped on our pipelines and/or terminalled, stored and throughput in our terminals;
the economic viability of HollyFrontier Corporation, Alon USA, Inc. and our other customers;
the demand for refined petroleum products in markets we serve;
our ability to successfully purchase and integrate additional operations in the future;
our ability to complete previously announced or contemplated acquisitions;
the availability and cost of additional debt and equity financing;
the possibility of reductions in production or shutdowns at refineries utilizing our pipeline and terminal facilities;
the effects of current and future government regulations and policies;
our operational efficiency in carrying out routine operations and capital construction projects;
the possibility of terrorist attacks and the consequences of any such attacks;
general economic conditions; and
other financial, operations and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.

The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


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RESULTS OF OPERATIONS (Unaudited)
       
Income, Distributable Cash Flow and Volumes
The following tables present income, distributable cash flow and volume information for the three and the nine months ended September 30, 2012 and 2011.
 
Three Months Ended September 30,
 

Change from
 
2012
 
2011
 
2011
 
(In thousands, except per unit data)
Revenues
 
 
 
 
 
Pipelines:
 
 
 
 
 
Affiliates – refined product pipelines
$
16,350

 
$
12,414

 
$
3,936

Affiliates – intermediate pipelines
7,319

 
5,935

 
1,384

Affiliates – crude pipelines
12,306

 
10,846

 
1,460

 
35,975

 
29,195

 
6,780

Third parties – refined product pipelines
9,538

 
6,525

 
3,013

 
45,513

 
35,720

 
9,793

Terminals, tanks and loading racks:
 
 
 
 
 
Affiliates
24,601

 
11,519

 
13,082

Third parties
2,382

 
1,797

 
585

 
26,983

 
13,316

 
13,667

Total revenues
72,496

 
49,036

 
23,460

Operating costs and expenses:
 
 
 
 
 
Operations
21,324

 
16,398

 
4,926

Depreciation and amortization
13,044

 
8,916

 
4,128

General and administrative
1,399

 
2,012

 
(613
)
 
35,767

 
27,326

 
8,441

Operating income
36,729

 
21,710

 
15,019

 
 
 
 
 
 
Equity in earnings of SLC Pipeline
877

 
641

 
236

Interest expense, including amortization
(12,540
)
 
(8,828
)
 
(3,712
)
Other income

 
20

 
(20
)
 
(11,663
)
 
(8,167
)
 
(3,496
)
Income before income taxes
25,066

 
13,543

 
11,523

State income tax expense
(137
)
 
77

 
(214
)
Net income
24,929

 
13,620

 
11,309

Allocation of net loss attributable to Predecessors(1)
146

 
3,000

 
(2,854
)
Allocation of net loss (income) attributable to noncontrolling interests
(582
)
 
124

 
(706
)
Net income attributable to Holly Energy Partners
24,493

 
16,744

 
7,749

General partner interest in net income, including incentive distributions(2)
(5,299
)
 
(4,009
)
 
(1,290
)
Limited partners’ interest in net income
$
19,194

 
$
12,735

 
$
6,459

Limited partners’ earnings per unit – basic and diluted:(2)
$
0.68

 
$
0.58

 
$
0.10

Weighted average limited partners’ units outstanding
28,268

 
22,079

 
6,189

EBITDA(3)
$
49,770

 
$
33,228

 
$
16,542

Distributable cash flow(4)
$
40,431

 
$
25,731

 
$
14,700

Volumes (bpd)
 
 
 
 
 
Pipelines:
 
 
 
 
 
Affiliates – refined product pipelines
114,113

 
96,105

 
18,008

Affiliates – intermediate pipelines
132,220

 
91,783

 
40,437

Affiliates – crude pipelines 
187,861

 
175,459

 
12,402

 
434,194

 
363,347

 
70,847

Third parties – refined product pipelines
66,274

 
44,212

 
22,062

 
500,468

 
407,559

 
92,909

Terminals and loading racks:
 
 
 
 


Affiliates
267,638

 
183,987

 
83,651

Third parties
57,496

 
43,224

 
14,272

 
325,134

 
227,211

 
97,923

Total for pipelines and terminal assets (bpd)
825,602

 
634,770

 
190,832



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Nine Months Ended September 30,
 

Change from
 
2012
 
2011
 
2011
 
(In thousands, except per unit data)
Revenues
 
 
 
 
 
Pipelines:
 
 
 
 
 
Affiliates – refined product pipelines
$
46,726

 
$
33,370

 
$
13,356

Affiliates – intermediate pipelines
21,076

 
15,637

 
5,439

Affiliates – crude pipelines
33,844

 
30,296

 
3,548

 
101,646

 
79,303

 
22,343

Third parties – refined product pipelines
27,856

 
27,588

 
268

 
129,502

 
106,891

 
22,611

Terminals, tanks and loading racks:
 
 
 
 
 
Affiliates
70,695

 
32,571

 
38,124

Third parties
6,792

 
5,447

 
1,345

 
77,487

 
38,018

 
39,469

Total revenues
206,989

 
144,909

 
62,080

Operating costs and expenses:
 
 
 
 
 
Operations
61,355

 
43,804

 
17,551

Depreciation and amortization
39,899

 
24,627

 
15,272

General and administrative
5,925

 
4,948

 
977

 
107,179

 
73,379

 
33,800

Operating income
99,810

 
71,530

 
28,280

 
 
 
 
 
 
Equity in earnings of SLC Pipeline
2,502

 
1,848

 
654

Interest expense, including amortization
(34,269
)
 
(26,101
)
 
(8,168
)
Loss on early extinguishment of debt
(2,979
)
 

 
(2,979
)
Other expense

 
8

 
(8
)
 
(34,746
)
 
(24,245
)
 
(10,501
)
Income before income taxes
65,064

 
47,285

 
17,779

State income tax expense
(287
)
 
(169
)
 
(118
)
Net income
64,777

 
47,116

 
17,661

Allocation of net loss attributable to Predecessors(1)
4,199

 
3,515

 
684

Allocation of net loss attributable to noncontrolling interests
658

 
295

 
363

Net income attributable to Holly Energy Partners
69,634

 
50,926

 
18,708

General partner interest in net income, including incentive distributions(2)
(16,724
)
 
(11,418
)
 
(5,306
)
Limited partners’ interest in net income
$
52,910

 
$
39,508

 
$
13,402

Limited partners’ earnings per unit – basic and diluted:(2)
$
1.91

 
$
1.79

 
$
0.12

Weighted average limited partners’ units outstanding
27,666

 
22,079

 
5,587

EBITDA(3)
$
139,165

 
$
100,282

 
$
38,883

Distributable cash flow(4)
$
111,506

 
$
67,924

 
$
43,582

Volumes (bpd)
 
 
 
 
 
Pipelines:
 
 
 
 
 
Affiliates – refined product pipelines
104,444

 
88,172

 
16,272

Affiliates – intermediate pipelines
130,972

 
81,618

 
49,354

Affiliates – crude pipelines 
169,922

 
157,598

 
12,324

 
405,338

 
327,388

 
77,950

Third parties – refined product pipelines
62,301

 
48,107

 
14,194

 
467,639

 
375,495

 
92,144

Terminals and loading racks:
 
 
 
 
 
Affiliates
265,958

 
174,866

 
91,092

Third parties
52,918

 
42,102

 
10,816

 
318,876

 
216,968

 
101,908

Total for pipelines and terminal assets (bpd)
786,515

 
592,463

 
194,052

(1)
We are a consolidated variable interest entity and under common control of HollyFrontier. With respect to the July 2012 acquisition of HollyFrontier's 75% interest in UNEV, U.S. generally accepted accounting principles (“GAAP”) require that our financial statements reflect the historical operations of the assets recognized by


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HollyFrontier, effectively as if the assets were already under our ownership and control. Accordingly, we recognized additional revenues of $0.3 million and $8.1 million and net losses of $0.1 million and $4.2 million for the three and nine months ended September 30, 2012, respectively, that relate to the operations of UNEV prior to our acquisition date. We recognized net losses of $0.4 million and $0.9 million for the three and nine months ended September 30, 2011, respectively, that relate to the operations of UNEV. This retrospective adjustment did not have a significant impact on our operating results prior to 2012 as initial start-up activities of the pipeline commenced December 2011. Results of operations of UNEV prior to the acquisition on July 12, 2012 are herein referred to as the Predecessor's results. Additionally, volume information does not reflect volumes prior to our acquisition date.
(2)
Net income attributable to Holly Energy Partners is allocated between limited partners and the general partner interest in accordance with the provisions of the partnership agreement. Net income allocated to the general partner includes incentive distributions declared subsequent to quarter end. General partner incentive distributions were $4.9 million and $3.7 million for the three months ended September 30, 2012 and 2011, respectively, and $15.6 million and $10.6 million for the nine months ended September 30, 2012 and 2011, respectively. Net income attributable to the limited partners is divided by the weighted average limited partner units outstanding in computing the limited partners’ per unit interest in net income.
(3)
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is calculated as net income attributable to Holly Energy Partners plus (i) interest expense, net of interest income, (ii) state income tax and (iii) depreciation and amortization (excluding Predecessor amounts). EBITDA is not a calculation based upon GAAP. However, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income attributable to Holly Energy Partners or operating income, as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA also is used by our management for internal analysis and as a basis for compliance with financial covenants.

Set forth below is our calculation of EBITDA.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Net income attributable to Holly Energy Partners
$
24,493

 
$
16,744

 
$
69,634

 
$
50,926

Add (subtract):
 
 
 
 
 
 
 
Interest expense
10,738

 
8,520

 
29,045

 
25,198

Amortization of discount and deferred debt charges
1,802

 
308

 
5,224

 
903

Loss on early extinguishment of debt

 

 
2,979

 

State income tax
137

 
(77
)
 
287

 
169

Depreciation and amortization
13,044

 
8,916

 
39,899

 
24,627

Predecessor depreciation and amortization
(444
)
 
(1,183
)
 
(7,903
)
 
(1,541
)
EBITDA
$
49,770

 
$
33,228

 
$
139,165

 
$
100,282

(4)
Distributable cash flow is not a calculation based upon GAAP. However, the amounts included in the calculation are derived from amounts separately presented in our consolidated financial statements, with the exception of billed crude revenue settlement and maintenance capital expenditures. Distributable cash flow should not be considered in isolation or as an alternative to net income attributable to Holly Energy Partners or operating income, as an indication of our operating performance, or as an alternative to operating cash flow as a measure of liquidity. Distributable cash flow is not necessarily comparable to similarly titled measures of other companies. Distributable cash flow is presented here because it is a widely accepted financial indicator used by investors to compare partnership performance. It also is used by management for internal analysis and our performance units. We believe that this measure provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.


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Set forth below is our calculation of distributable cash flow.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Net income attributable to Holly Energy Partners
$
24,493

 
$
16,744

 
$
69,634

 
$
50,926

Add (subtract):
 
 
 
 
 
 
 
Depreciation and amortization
13,044

 
8,916

 
39,899

 
24,627

Predecessor depreciation and amortization
(444
)
 
(1,183
)
 
(7,903
)
 
(1,541
)
Amortization of discount and deferred debt charges
1,802

 
308

 
5,224

 
903

Loss on early extinguishment of debt

 

 
2,979

 

Billed crude revenue settlement
917

 

 
2,753

 

Increase (decrease) in deferred revenue
2,162

 
1,201

 
1,733

 
(3,917
)
Maintenance capital expenditures*
(2,287
)
 
(453
)
 
(3,886
)
 
(3,586
)
Other non-cash adjustments
744

 
198

 
1,073

 
512

Distributable cash flow
$
40,431

 
$
25,731

 
$
111,506

 
$
67,924

    
*
Maintenance capital expenditures are capital expenditures made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of our assets and to extend their useful lives. Maintenance capital expenditures include expenditures required to maintain equipment reliability, tankage and pipeline integrity, and safety and to address environmental regulations.

 
September 30,
 
December 31,
 
2012
 
2011 (6)
 
(In thousands)
Balance Sheet Data
 
 
 
Cash and cash equivalents
$
1,993

 
$
7,369

Working capital
$
18,520

 
$
7,016

Total assets
$
1,379,773

 
$
1,393,561

Long-term debt
$
874,434

 
$
605,888

Partners' equity(5)
$
354,852

 
$
643,537


(5)
As a master limited partnership, we distribute our available cash, which historically has exceeded our net income attributable to Holly Energy Partners because depreciation and amortization expense represents a non-cash charge against income. The result is a decline in partners’ equity since our regular quarterly distributions have exceeded our quarterly net income attributable to Holly Energy Partners. Additionally, if the assets contributed and acquired from HollyFrontier while we were a consolidated variable interest entity of HollyFrontier had been acquired from third parties, our acquisition cost in excess of HollyFrontier’s basis in the transferred assets of $312.8 million would have been recorded as increases to our properties and equipment and intangible assets instead of decreases to partners’ equity.

(6)
Such amounts have been recast as if UNEV had been under our control at December 31, 2011. The impact on partners' equity from this recast was an increase of $314 million at December 31, 2011.  Accounting rules for transactions between companies under common control require pre-acquisition periods to reflect HFC's historic basis in transferred assets and liabilities, notwithstanding how the transaction is ultimately financed.  With the close of the UNEV acquisition in July 2012, we adjusted partners' equity to reflect the actual financing of the transaction.  This included cash consideration of approximately $260.9 million which was financed through long-term borrowings.  The reduction in partners' equity when comparing the reported periods is due principally to the recast accounting treatment.



FOR FURTHER INFORMATION, Contact:

Douglas S. Aron, Executive Vice President and
Chief Financial Officer
M. Neale Hickerson, Investor Relations
Holly Energy Partners, L.P.
214/871-3555


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