RNS Number:1574P
Morse PLC
29 August 2003
Embargoed for 07.01hrs, Friday 29 August 2003
29 August 2003
Morse plc
Preliminary results
Year ended 30 June 2003
Morse plc ("Morse" or the "Group"), the technology integrator, announces its
preliminary results for the year ended 30 June 2003.
Highlights
* Turnover of #351.3 million (2002: #465.2 million)
* Professional services turnover of #112.2 million (2002: #106.8 million)
* Infrastructure turnover of #239.1 million (2002: #358.4 million)
* Profit before tax, goodwill amortisation* and exceptional items of #12.5
million (2002: #24.3 million)
* Net cash inflow from operations of #16.0 million
* Exceptional restructuring costs of #4.6 million
* Two acquisitions completed:
- SSI Computer Group Limited (SSI), based in Ireland, in July 2002
- Grantham Sutch Associates Ltd and its subsidiary GSA Technical
Services Ltd (together "GSA"), based in London, in February 2003
* Net cash balance at 30 June 2003 of #75.3 million following #22.2 million
acquisition expenditure (2002: #90.5 million)
* Basic earnings per share before goodwill amortisation and exceptional
items of 6.7p (2002: 12.9p)
* Proposed final dividend of 2.15p resulting in a total dividend for the
year of 3.15p per share (2002: 2.15p)
* Goodwill arising on acquisitions is in general amortised over 3 years,
details of which are shown in the Profit and Loss account.
Commenting on the results, Richard Lapthorne, Chairman, said:
"In an environment where maintaining turnover has not been possible, we are
pleased with the progress we have made in generating cash and maintaining
healthy underlying profits and a strong financial position."
Duncan McIntyre, Chief Executive, said:
"We have continued to grow our services business where we currently have a good
pipeline of enquiries. Our Continental European business is progressing and we
are actively looking to invest in suitable business opportunities in all
geographies in which we operate. We are also investing with partners in new
business opportunities and intellectual property.
However, with continued subdued demand, we entered the new financial year with a
similarly cautious and conservative approach to that which we adopted 12 months
ago and continue to focus on opportunities that allow us to manage the Group for
profit and cash."
Enquiries:
Duncan McIntyre, Chief Executive
Gavin James, Finance Director
Morse plc Tel: 020 8380 8000
Giles Sanderson
Harriet Keen
Financial Dynamics Tel: 020 7831 3113
Overview
2003 has been another challenging year for Morse. It saw the Group continue to
evolve in response to changed market conditions while maintaining good cash
generation, underlying operating profits and a strong financial position. In
managing our business portfolio we remain committed to creating a balanced
European infrastructure and professional services business and over 30% of our
turnover now comes from services and over 30% from our Continental European
operations.
Meanwhile the vertical market picture continues to alter. Over the last two
years we have seen a dramatic reduction in spending in our two traditional core
markets, wholesale finance and telecommunications. Nevertheless we have
maintained market share and have an enviable client base in these sectors:
during the last year we were engaged by eight of the world's ten largest
financial institutions and had pan European relationships with ten leading
finance houses and four out of Europe's top five telecommunications businesses
are also Morse customers. We have also continued to progress in other areas and
our efforts in the public sector are leading to positive developments.
Results
Group turnover for the year to 30 June 2003 was #351.3 million (2002: #465.2
million), of which #111.9 million came from Continental European operations
(2002: #118.2 million). While infrastructure turnover decreased to #239.1
million (2002: #358.4 million), professional services turnover rose by 5% to
#112.2 million (2002: #106.8 million). This change in the mix of our business
helped increase our gross margin from 18.1% to 19.8%. Profit before taxation,
goodwill amortisation and exceptional items was #12.5 million (2002: #24.3
million). The Group generated a net cash inflow from operations of #16.0
million. The net cash balance at 30 June 2003 was #75.3 million (2002: #90.5
million), after funding current and deferred acquisition expenditure of #22.2
million and other non-operating cash outflows of #9.0 million. After
exceptional items and goodwill amortisation the loss before taxation was #14.1
million (2002: #0.1 million).
We have been encouraged by sales growth of over one-third in retail finance,
from #64.0 million to #89.1 million in the two year period between 2001 to 2003.
Sales in the media, commercial and energy sectors remained robust at #110.1
million, being broadly flat compared with the previous year.
Revenue in the public sector market increased by 69% to #13.7 million for the
year. This market is one of the few current growth areas in IT. We have an
encouraging track record of business in local government and believe there are
good opportunities for growth by winning major contracts across our geographical
operations. While government work requires a significant pre-sales investment
owing to the scale of the tenders for which we are now bidding, we are confident
that this ongoing effort will be rewarded. We are pleased to have been
accredited as a prime contractor on S-Cat, the UK government's professional,
business and IT services catalogue, allowing us to bid for major government
projects. We are also working in collaboration with PC World Business to
support G-Cat product catalogue opportunities.
Strategy
The Group's strategy is to focus on technology integration, based around selling
a mixture of infrastructure (servers, storage and networks), software (operating
systems, databases and middleware) and services (to architect, integrate,
support and develop these systems) across the key European markets. Our aim is
to achieve balance between the contributions of the infrastructure and services
businesses, and UK and Continental European operations.
In the current business environment, pressure is increasing on our customers to
make their IT resources more responsive to business change, easier to manage and
more focused on areas where they can bring measurable business benefits. We
believe this pressure will continue over the coming years with technology
research and development increasingly being focused on developing a different
kind of IT landscape, using low-cost components that automatically share and
re-allocate enterprise computing resources where they are needed.
Against this background, Morse's broadly based technology integration strategy
is more relevant than ever and we are continuing to invest in developing a
strong portfolio of partners and skills to ensure we have the credentials to
meet customer needs. Through our strategic alliances with the world's leading
enterprise infrastructure, software and networking companies, we can help our
blue chip customer base define goals for relieving their IT pressure points, and
design, build and manage solutions to deliver against them. Using our
structured framework we help them manage costs so they can evolve their IT into
a more flexible, focused and cost effective business tool.
This approach will help build margins and provide further opportunities to
strengthen and enhance customer satisfaction. Nearly half of all Eurotop 300
companies are Morse customers and we aim to deepen our relationship with this
customer base.
Financial Review
In the year to 30 June 2003 revenues decreased to #351.3 million and profits
before tax, goodwill amortisation and exceptional items to #12.5 million. Cash
generation was again strong with net cash inflow from operating activities of
#16.0 million. Net cash at 30 June 2003 was #75.3 million.
2002 2003
# million Infrastructure Services Total Infrastructure Services Total
Sales 358.4 106.8 465.2 239.1 112.2 351.3
Gross margin 56.7 27.4 84.1 42.2 27.4 69.6
Contribution 27.6 10.6 38.2 15.5 10.0 25.5
Overall, the results for the year reflect the weak demand for enterprise
technology in an environment where large ticket expenditure is being made only
where necessary and where there is a fast financial return.
Earnings per share
The basic and diluted (FRS 14) loss per share after goodwill amortisation and
exceptional items was 13.3p (2002: loss per share of 6.1p).
The acquisitions made by the Group have been predominantly funded from cash
resources. To provide a measure of ongoing economic progression, basic earnings
per share, excluding the charge for goodwill amortisation and exceptional items,
were 6.7p versus 12.9p for the previous year. In general goodwill arising on
acquisitions is amortised over three years.
Dividends
The Board intends to pursue a progressive dividend policy which reflects the
underlying performance of the Group, with dividend cover being set at a level
which will enable the Group to fund its medium term growth and development
requirements.
At the half-year we announced our first interim dividend of 1.0p per share and
we are pleased to propose a final dividend of 2.15p which would result in a
total dividend for the year of 3.15p per share, an increase of 47%.
Restructuring costs
In the year to 30 June 2003 we have continued our iterative approach to cost
management which is characterised by an ongoing effort to target areas where
efficiency can be improved as the shape of the market evolves rather than
attempting to impose a one-off adjustment to the cost base.
During the year the Group incurred restructuring costs of #4.6 million which are
expected to produce annual savings of #2.0 million of which #0.5 million was
realised in the year. The restructuring costs comprise the cost of reducing
headcount in France, Germany and the UK, as well as a charge of #1.5 million
against leased property vacated in the UK as we have downsized.
Employees
The restructuring carried out during the year, particularly in France and
Germany, reduced headcount by 136 across the Group. Excluding the acquisitions
of SSI and GSA, which between them accounted for 48 additional staff at the year
end, gross headcount fell from 1,232 to 1,096. This reduction in headcount
comprised 92 in overheads and 44 in delivery resource. The professional
services business employed 58% of our staff.
Cashflow
Cash generation was again strong in the year with cash generated from operations
of #16.0 million. The performance in the period benefits from further
improvements in working capital, in particular the reduction in stock levels by
#10.0 million to #10.6 million.
The non-operating cash outflow totalled #31.2 million. The major elements of
this were #22.2 million cash/loan note payments relating to acquisitions, #5.0
million tax payments, #4.1 million in dividend payments and #2.0 million in
purchasing our own shares.
The net cash generated in the year resulted in gross cash balances of #80.6
million and net cash balances of #75.3 million as follows:
#million
Cash 80.6
Bank overdrafts (4.7)
Loan notes (0.6)
Net cash 75.3
Deferred cash consideration outstanding on acquisitions amounts to a maximum of
#6.6 million, #5.8 million of which is payable in the year to 30 June 2004.
Taxation
The tax charge of #3.1 million on a loss before tax of #14.1 million is higher
than the UK rate of 30% because of non-deductible costs, particularly the
amortisation of goodwill and the effect of unrelieved losses in France and
Germany.
Acquisitions
In July 2002 the Group acquired SSI Computer Group Ltd (SSI), an Irish computer
supply and services company, for an initial cash consideration of Euro4.7 million
(#3.0 million). Additional cash consideration may be payable on the achievement
of certain financial performance targets through to 30 June 2004, resulting in a
potential maximum total consideration of Euro9.35 million (#6.0 million). In the
year to 30 June 2003, the performance targets were met in full so the full
deferred consideration for that period is payable and amounts to Euro2.3 million
(#1.5 million).
In February 2003 the Group acquired Grantham Sutch Associates (GSA) for a net
cash consideration of #3.1 million. GSA is based in London and specialises in
the supply and integration of IT products and software particularly in the IBM
iSeries (AS400) space.
Operational Review
United Kingdom and Ireland
We have made significant changes to our UK operations since David Beresford's
appointment as UK country manager in December 2002. David has led a thorough
review of the business and has re-organised the management team to reflect our
increased focus on solution sales, delivery capability and alliances. We are
delighted to have announced separately today David's appointment to the Board
with immediate effect.
Turnover in our UK infrastructure business fell by 43% during the year. At the
year end this business employed 178 people, a reduction of 27 compared with the
year ended 30 June 2002.
As customers have re-assessed spending on data centre projects, our
infrastructure business has been affected across all our manufacturing partners
and we have reduced our inventory and cost base accordingly. New opportunities
are arising nonetheless, particularly in the small and medium business sector,
and our acquisition of GSA in February 2003 has added to our depth of skills
around the IBM iSeries (formerly AS/400) product line which will provide Morse
with a firmer foothold in this important market.
We have now completed a successful re-organisation of the UK professional
services business to provide a more flexible cost base. This has had a
short-term effect on profitability, and resulted in a decline in revenue of 5%
compared with the previous year. At the year end we employed 498 people in this
business. We are capitalising on the skills we acquired with Delphis, the IT
service provider that joined the Group in April 2002. The Morse and Delphis
organisations are now fully integrated, and this process has helped improve
management practice throughout the services business.
Since we acquired SSI in July 2002, that company has rebranded as Morse and has
been able to capitalise on the close strategic partnerships managed by the UK
business. During the year it has been bidding for - and winning - larger
contracts and has established a successful IBM business. We believe there is a
substantial opportunity to replicate the UK business model, including services.
In its first year as part of the Group, Ireland turnover grew by 50% and
profitability by 221%.
Continental Europe
During the year, Phil Coll assumed responsibility for Continental European
operations and since his appointment has performed a review of the businesses
and has restructured the management teams. This review has led to further
initiatives to balance our product offerings in these markets.
France
Sales in France fell by 1% to #51.2 million with the business incurring an
operating loss of #0.9 million (2002: #3.0 million loss), before exceptional
costs of #1.3m million and goodwill amortisation of #0.4 million. As we said
last year, we recognised the need to achieve a balanced infrastructure portfolio
and a more coherent services offering, and following extensive management
changes and the appointment of a new country manager in September 2002, we are
now well on track. Part of the restructuring cost incurred by the Group arose
as a result of reducing staff numbers in France. Staff numbers reduced by 25
during the year, resulting in total headcount of 159 at the year end. This
restructuring plan was formalised in June 2003.
Germany
In Germany, turnover fell by 15% to #44.8 million and the business recorded an
operating loss of #1.3 million (2002: #0.6 million profit), before exceptional
costs of #0.8 million. The German business now appears to have stabilised,
having reduced headcount by 36 during the year. We believe the German market is
consolidating rapidly and we will continue to look for suitable acquisitions
that will allow us to increase our presence.
Spain
Spain has performed well, with sales increasing by 14% to #15.8 million and
operating profit of #1.0 million (2002: #1.0 million) before goodwill
amortisation of #3.2 million, in a period when significant investment was made
in developing our services organisation, resulting in an increase in headcount,
and at the year end the Spanish business employed 60 people (2002: 46). As in
France and Germany, we are broadening our product and services base in line with
our strategy.
Outlook
During the year we have taken steps to strengthen our management, focus our
strategy and to streamline and refine our organisation across all lines of
business.
In a changed trading environment where maintaining turnover has not been
possible, we are pleased with the progress we have made in generating cash and
maintaining healthy underlying profits and a strong financial position. In
addition, we have continued to grow our services business where we currently
have a good pipeline of enquiries. Our Continental European business is
progressing and we are actively looking to invest in suitable business
opportunities in all geographies in which we operate. We are also investing
with partners in new business opportunities and intellectual property.
However, with continued subdued demand, we entered the new financial year with a
cautious and conservative approach and will continue to focus on opportunities
that allow us to manage the Group for profit and cash.
Consolidated profit and loss account
for the year ended 30 June 2003
2003 2002
Existing Total Total
operations Acquisitions continuing continuing
Note #'000 #'000 #'000 #'000
Turnover 2 338,658 12,685 351,343 465,180
Cost of sales (272,245) (9,530) (281,775) (381,063)
Gross profit 66,413 3,155 69,568 84,117
Distribution costs (38,713) (1,299) (40,012) (46,142)
Administrative expenses
before goodwill amortisation
and exceptional items (19,720) (671) (20,391) (16,623)
Amortisation of goodwill (19,382) (2,632) (22,014) (24,382)
Exceptional items 3 (4,564) - (4,564) -
Administrative expenses (43,666) (3,303) (46,969) (41,005)
Operating profit before
goodwill amortisation and
exceptional items 7,980 1,185 9,165 21,352
Amortisation of goodwill (19,382) (2,632) (22,014) (24,382)
Exceptional items 3 (4,564) - (4,564) -
Operating loss (15,966) (1,447) (17,413) (3,030)
Interest receivable and
similar income 4,269 3,545
Interest payable and similar
charges (951) (639)
Loss on ordinary activities
before taxation (14,095) (124)
Taxation on loss on ordinary
activities (3,106) (7,722)
Loss on ordinary activities
after taxation (17,201) (7,846)
Dividends (4,106) (2,826)
Retained loss for the
financial year (21,307) (10,672)
Consolidated profit and loss account
for the year ended 30 June 2003 (continued)
Note 2003 2002
Loss per share 4
- basic (13.3p) (6.1p)
- diluted (13.3p) (6.1p)
Earnings per share before goodwill 4
amortisation and exceptional items
- basic 6.7p 12.9p
- diluted 6.7p 12.9p
There are no differences between the results shown above and those on a
historical cost basis.
The results for both current and prior years are derived from continuing
activities.
Consolidated statement of Group total recognised gains and losses for the year
ended 30 June 2003
2003 2002
#'000 #'000
Loss for the year (17,201) (7,846)
Translation difference in respect of net investment
in overseas subsidiary undertakings 670 1,380
Total recognised losses in the year (16,531) (6,466)
Consolidated balance sheet as at 30 June 2003
Note Group Group
2003 2002
#'000 #'000
Fixed assets
Intangible fixed assets 5 25,495 38,308
Tangible fixed assets 6,637 7,981
Investments 556 556
32,688 46,845
Current assets
Stocks 10,614 20,581
Debtors: falling due within one
year 105,666 102,067
Debtors: falling due after one
year 8,125 9,210
Cash at bank and in hand 80,578 112,907
204,983 244,765
Creditors - amounts falling due
within one year (166,551) (196,825)
Net current assets 38,432 47,940
Total assets less current
liabilities 71,120 94,785
Creditors - amounts falling due
after more than one year (10,748) (13,981)
Provisions for liabilities and
charges (2,071) -
Total net assets 58,301 80,804
Capital and reserves
Called up share capital 12,981 12,895
Share capital to be issued 1,008 2,909
Share premium account 68,899 68,104
Other reserves 5,761 4,390
Profit and loss account (30,348) (7,494)
Total shareholders' equity funds 6 58,301 80,804
Consolidated cash flow statement for the year ended
30 June 2003
2003 2002
Note #'000 #'000
Net cash inflow from operating activities 7 16,038 67,960
Returns on investments and servicing of finance
Interest received 4,269 3,545
Interest paid (951) (639)
Net cash inflow from returns on investments and servicing
of finance 3,318 2,906
Taxation (4,968) (5,873)
Capital expenditure and financial investment
Purchase of tangible fixed assets (1,769) (3,258)
Sale of tangible fixed assets 138 1
Net cash outflow for capital expenditure and financial
investment (1,631) (3,257)
Acquisitions and disposals
Consideration for acquisitions in the year (7,725) (6,022)
Payment of deferred consideration on previous acquisitions (3,530) (1,394)
Net cash/(overdraft) acquired with subsidiary undertakings 243 (55)
Net cash outflow for acquisitions (11,012) (7,471)
Equity dividends paid (4,130) (2,563)
Net cash (outflow)/inflow before financing (2,385) 51,702
Financing
Issue of shares 106 12
Payment of loan notes on previous acquisitions (26,602) -
Purchase of own shares (1,958) -
Loans repaid (69) (97)
Net cash outflow from financing (28,523) (85)
(Decrease)/Increase in cash in the year 8 (30,908) 51,617
1 Basis of preparation
The results incorporated in the preliminary announcement have been prepared on
the basis of accounting policies consistent with previous years
The preliminary announcement for the year ended 30 June 2003 was approved by the
Board of Directors on 29 August 2003. The financial information set out above
does not constitute the Company's statutory accounts for the years ended 30 June
2002 or 2003 but is derived from those accounts. Statutory accounts for 2002
have been delivered to the registrar of companies, whereas those for 2003 will
be delivered following the Company's annual general meeting. The auditors have
reported on those accounts; their reports were unqualified and did not contain a
statement under section 237(2) or (3) of the Companies Act 1985.
This preliminary announcement has been prepared in accordance with legislation
in the
United Kingdom, which may differ from legislation in other jurisdictions.
The Annual Report and Accounts for the year ended 30 June 2003 will be sent to
shareholders in October 2003.
2 Segmental reporting
(1) Classes of business
The Group has one class of business, that of selling IT solutions, and
consequently does not prepare segmental information by class of business.
However, the Group does analyse turnover and contribution, being gross profit
less direct costs, by line of business and this information is presented below.
2003 2002
#'000 #'000
Turnover
Infrastructure 239,109 358,391
Professional Services 112,234 106,789
Total 351,343 465,180
Contribution
Infrastructure 15,473 27,573
Professional Services 9,993 10,643
Total 25,466 38,216
Other Costs
Common Costs (16,301) (16,864)
Amortisation of goodwill (22,014) (24,382)
Exceptional costs (4,564) -
Profit before interest and taxation (17,413) (3,030)
(2) Geographic areas
Turnover and profit before interest and tax together with net assets by country
of origin are set out below.
Net assets/(liabilities) Turnover (Loss)/profit before
interest and tax
2003 2002 2003 2002 2003 2002
#'000 #'000 #'000 #'000 #'000 #'000
United Kingdom &
Ireland
48,509 61,813 239,462 347,014 (10,620) 3,052
Germany 15,294 17,426 44,845 52,462 (2,056) 642
France (10,996) (6,520) 51,238 51,759 (2,557) (5,119)
Spain 5,494 8,085 15,798 13,945 (2,180) (1,605)
58,301 80,804 351,343 465,180 (17,413) (3,030)
The analysis of turnover by geographic destination is not materially different
from that by country of origin given above.
3 Exceptional items
2003 2002
#'000 #'000
Restructuring costs 4,564 -
Exceptional costs relating to headcount reductions in France, Germany and the UK
of #3,104,000 as well as a charge of #1,460,000 for property related costs, were
incurred during the year as part of the restructuring of the business. Of this
charge #1,399,000 was paid during the year.
4 Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to
Ordinary shareholders by the weighted average number of Ordinary shares in issue
during the year, excluding those held in the Employee Benefit Trusts which are
treated as cancelled.
Reconciliations of the earnings and weighted average number of shares used in
the calculation are set out below:
2003 weighted 2002 weighted
average average
number of number of
shares shares
(thousands) 2003 (thousands) 2002 Per
share amount
2003 Per 2002 pence
share
Earnings amount Earnings
pence
#'000 #'000
Basic/Diluted EPS*
Loss attributable to
Ordinary
shareholders (17,201) 129,084 (13.3) (7,846) 128,568 (6.1)
* Since the conversion of potential Ordinary shares to Ordinary shares would
decrease net loss per share they are not dilutive. Accordingly, diluted loss
per share is the same as basic loss per share.
To provide a comparable measure of performance per share from the normal
operations of the business, a supplementary EPS has been calculated in addition
to the disclosure required by FRS 14 with the following adjustments to the basic
and diluted EPS.
2003 2002
weighted average 2003 weighted average 2002
number of shares number of shares
Per share Per share
amount amount
2003 2002
Earnings Earnings
#'000 (thousands) pence #'000 (thousands) pence
Basic/ Diluted EPS * (17,201) 129,084 (13.3) (7,846) 128,568 (6.1)
Basic
EPS (17,201) (13.3) (7,846) (6.1)
Goodwill amortisation 22,014 17.1 24,382 19.0
Exceptional items (net
of tax) 3,813 2.9 - -
Basic adjusted EPS
excluding
goodwill amortisation
and exceptional items
(net of tax) 8,626 129,084 6.7 16,536 128,568 12.9
* Since the conversion of potential Ordinary shares to Ordinary shares would
decrease net loss per share they are not dilutive. Accordingly, diluted
earnings per share is the same as basic earnings per share.
5 Goodwill
The cost of goodwill relating to the acquisition of Morse Group Limited in
September 1995, of #31,662,000, is being amortised over its estimated useful
life of 10 years. Goodwill arising on all subsequent acquisitions is amortised
on a straight-line basis from the date of acquisition over the Directors'
estimate of the useful economic life of the goodwill, estimated in each case to
be 3 years.
6 Reconciliation of movements in shareholders' funds
Group Group
2003 2002
#'000 #'000
Loss for the year (17,201) (7,846)
Dividends (4,106) (2,826)
Retained loss for the year (21,307) (10,672)
New share capital subscribed 872 999
Share capital to be issued - 2,909
Translation difference arising from
translation of foreign subsidiaries 670 1,380
Exercise of share options (780) (36)
Acquisition of own shares (1,958) -
Net reduction to shareholders' funds (22,503) (5,420)
Opening shareholders' funds 80,804 86,224
Closing shareholders' funds 58,301 80,804
7 Reconciliation of operating loss to net cash inflow from operating
activities
Group Group
2003 2002
#'000 #'000
Operating loss (17,413) (3,030)
Depreciation 3,391 4,212
Amortisation of goodwill 22,014 24,382
Provision against investments - 301
Decrease in stocks 10,481 27,290
Decrease in debtors 327 17,954
Decrease in creditors and provisions (2,768) (3,156)
Loss on disposal of fixed assets 6 7
Net cash inflow from operating activities 16,038 67,960
8 Analysis of changes in net funds
At 1 July Other At 30 June
2002 Cash flows changes 2003
#'000 #'000 #'000 #'000
Cash at bank 112,907 (32,329) - 80,578
Bank overdrafts (6,051) 1,421 - (4,630)
106,856 (30,908) - 75,948
Loan notes (16,265) 26,602 (10,917) (580)
Debt due within one year (103) 69 - (34)
90,488 (4,237) (10,917) 75,334
The amount of #10,917,000 in "other changes" represents the issue in the year of
loan notes for Delphis (Holdings) Limited which had been deferred at the time of
acquisition until predetermined targets had been met.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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