Member of Financial Accounting Standards Foundation

Summary of Consolidated Financial Statements for the First Quarter, FY2014
February 4, 2014
Exchange: 1st section of Tokyo Stock Exchange
Name of listed company:

GMO Payment Gateway, Inc.

Stock code:

3769

Representative:

Issei Ainoura

President &Representative Director

Contact:

Ryu Muramatsu

Executive Vice President

Tel: +81-3-3464-0182

Scheduled date of submission ofquarterly reportFebruary 12, 2014

Scheduled date ofcommencement ofdividend payment-

Supplemental materials preparedfor financial results:Yes

Information meeting arranged
related to financial results:Yes (for institutional investors
and analysts)

URL: http://corp.gmo-pg.com/(Amounts rounded down to the nearest one million yen)

1.

Consolidated Financial Statements for the First Quarter, FY2014(From October 1, 2013 to December 31, 2013)(1) Consolidated Financial Statements (Percentages denote the increase or decrease from the previous period)
Net sales
Operating income
Ordinary income
Net income
1Q FY2014
1Q FY2013

Million yen
1,645
1,311

%
25.5
23.5

Million yen
577
479

%
20.5
13.9

(Note) Comprehensive income: 1Q FY2014: 368 million yen (28.8%)

1Q FY2014
1Q FY2013

Net income per share
Yen
20.62
16.55

Million yen
601
480

%
25.2
10.8

Million yen
355
284

%
25.1
14.8

1Q FY2013: 286 million yen (15.6%)

Diluted net income per share
Yen
20.58
16.49

In order to appropriately display the net income per share, in regard to the stock attributed to the directors’
remuneration board incentive plan trust, it has the right to a claim of dividend, and is therefore, not included intreasury stock.
(2) Consolidated Financial Position

1Q FY2014
FY FY2013

Total assets
Million yen
24,274
21,298

Net assets
Million yen
5,587
5,633

Reference: Equity: 1Q FY2014: 5,579 million yen
2.

Equity ratio
%
23.0
26.4

Net assets per shareYen
323.45326.24FY2013: 5,623 million yen

Dividends

FY 2013
FY 2014
FY 2014 (forecast)

1Q
Yen
—
—

2Q
Yen
0.00
0.00

Yearly dividends
3Q
Year-end
Yen
Yen
—
24.50
—

28.50

Total
Yen
24.50
28.50

(Note) Revision of the most recently released dividend forecast: No
3.

Consolidated Financial Forecast for the Fiscal Year Ending September 2014
(From October 1, 2013 to September 30, 2014)(For the full year, percentages denote an increase or decrease as compared with the previous period. For the first six months ofthe period under review, they denote an increase or decrease as compared with the second quarter of the previous year.)2Q of FY 2014
(cumulative)
Full year

Net sales
Million yen%

Operating income
Million yen
%

3,286
6,934

20.3
20.3

1,201
2,475

18.3
20.8

Ordinary income
Million yen
%
1,190
2,460

(Note) Revision of the most recently released financial forecast: No

16.6
20.1

Net income
Million yen
%
680
1,421

11.2
16.8

Net income per
share
Yen
39.43
82.39

Notices:
(1)

(2)
(3)

(4)

Changes of important subsidiaries during the period (change of specific subsidiaries that lead to a change
in the scope of consolidation): No
Number of new subsidiaries: __ (Name:); number of excluded subsidiaries: __ (Name:)
Application of special accounting procedures for the execution of the financial statements: No
Changes in the accounting policy/ changes in the accounting estimation/ restatement of corrections[1] Changes associated with the revision of accounting policy, etc.: No[2] Changes other than [1]: No[3] Changes in accounting estimations: No[4] Restatement of corrections: No
Number of shares issued (common stock)
FY 2013: 17,238,200[1] Number of shares issued at the end of
1Q FY2014: 17,250,200
the term (including treasury stock)
FY 2013: 1,139[2] Number of treasury stock at the end of
1Q FY2014: 1,139
the term
1Q FY2013: 17,180,824[3] Average number of shares
1Q FY2014: 17,240,045
In order to appropriately display the net income per share, in regard to the stock attributed to directors’
remuneration board incentive plan trust, it has the right to a claim of dividend, and is therefore, notincluded in treasury stock.

*

Indication of the implementation status of quarterly review procedures
These quarterly financial statements are not subject to the quarterly review procedures of the Financial
Instruments and Exchange Act. At the time of disclosure of these quarterly financial statements, the quarterly
financial statement review procedures of the Financial Instruments and Exchange Act had not been completed.

*

Explanation of the proper use of financial forecasts and other important notes
The above forecasts are outlooks based on information currently available, and include various uncertain
factors. Actual performance may differ substantially from the forecasts due to changes in business conditions
and other factors. For the assumption on which financial forecasts are based and matters to be considered inusing financial forecasts, please refer to“(3) Review of consolidated earnings forecasts and other forecasts”
under “1. Qualitative Information on Consolidated Financial Statements for the Quarter” on page 4 in theattachment.

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014

Table of contents of attachment
1. Qualitative Information on Consolidated Financial Statements for the Quarter(1)Qualitative information on consolidated operating results(2)Qualitative information on the consolidated financial condition(3) Review of consolidated earnings forecasts and other forecasts

2
2
3
4

2. Items concerning summary information (Notes)(1)Changes of important subsidiaries(2)Application of special accounting procedures for the execution of
the financial statements(3)Changes in the accounting policy/ changes in the accounting
estimation/ restatement of corrections

44

3. Consolidated quarterly financial statements(1)Consolidated quarterly balance sheet(2)Consolidated quarterly statements of income and consolidated quarterly
statement of comprehensive income(3)Consolidated statements of cash flows(4)Notes to consolidated quarterly financial statement(Notes regarding the premise for continuance)(Note when there is a significant fluctuation in the amount of shareholders’ equity)

5
5

-1-

4
4

7
9
10
10
10

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014

1. Qualitative Information on Consolidated Financial Statements for the
Quarter(1)

Qualitative information on consolidated operating results
Regarding the economic environment in Japan during the period under review, the Japanese economy isexpected to show a gradual recovery as a whole, but the pace will likely remain slow for the time being due
to sluggish improvement in parts of the global economy.
In regard to our core business, the non-face-to-face business transaction market is driven by the market ofsales of goods and the market of sales of non-goods like member service, digital contents and social
applications market along with the growing popularity of smartphones and tablets and a new movement
impacting EC(e-commerce) businesses such as omni-channel and O2O. In the EC markets, CtoC-EC and
BtoC-EC sites that can easily exhibit goods have gradually been gaining popularity among consumers
In regard to the credit card field, credit card shopping is steadily growing, and people tend to make morepurchases via the Internet. Also, the non-face-to-face use of credit cards in the field of payment closely
connected with life continues to expand, such as payments including rent and medical costs, as well as
utility charges and public money.

Under such circumstances, the Group has pressed on with its businesses based on the three goals
described below, in order to expand the scale of operations, which is a factor for increasing revenues.
The Group, consisting of GMO Payment Gateway, Inc. (the Company), its consolidated subsidiaries GMO
Epsilon Inc., Social Appli Payment Service, Inc., GMO Payment Service, Inc., and GMO PAYMENTGATEWAY PTE. LTD., provide payment services for credit cards, etc. as consolidated subsidiaries of GMO
Internet, Inc.
.
[1]

Growth of the online payment fieldThrough new merchant acquisitions and the expansion of services in regard to existing merchants, we
tried to increase the number of merchants, number of processed payments and amount of processed
payments, which are the Group’s indicators for sales.
The number of merchants during the 1st quarter of the current consolidated fiscal year increased by
1,780 to 46,108 compared to the end of the previous consolidated fiscal year. This was the result of
the active acquisition of new merchants using the PG Multi-Payment Service and the “Multi-payment
Service” of GMO Epsilon, Inc.
Changes in number of operating stores
End of
End of
End of
End of
End of
September 2010 September 2011 September 2012 September 2013 December 2013
Number ofoperating stores

Note:

26,48832,062

38,94944,328

46,108

Number of operating stores means the number of IDs assigned to each store to use theservice. It shows the number of stores (merchants) which have an agreement with theGroup, are connected to the system and are able to process payments at any time.

The number and amount of processed payments steadily increased as the economy recovered.
GMO Epsilon, Inc., our consolidated subsidiary, sells and provides the “Multi-Payment Service.” This
service provides a package of various payment methods, such as credit cards, to small-scalecompanies via its website, on a non-face-to-face basis. GMO Epsilon, Inc. has started selling andproviding optional services, such as chargeback guarantee, etc.
Furthermore, GMO Epsilon, Inc. made steady efforts to expand support services and concluded abusiness alliance with both freee K.K., provider of automatic cloud accounting software, andLANCERS.INC, Japan’s largest crowd-sourcing service provider.
[2]

Development of the recurring payment field
We provide payment methods to public institutions, like the Japan Pension Service, and Local
Governments, like Tokyo Prefecture.
Since payments by credit card are increasing with regard to utility charges, public money and other-2-

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014
monthly services closely connected with everyday life, we provide payment methods for automobile
tax payment sites of the cities of Tokyo and Osaka , and water bill payment methods for the cities ofTokyo, Fukuoka, Sapporo and Kobe. We have continued to attempt to develop this field. During the 1stquarter of the current consolidated period, the Adachi Ward of Tokyo decided to adopt our PG
Multi-Payment Service, the convenience store payment services, to receive payments for facility
charges from November, 2013.
[3]

Expansion of value-added services and new fields
As a value-added service making the best out of the Group’s merchant base, we made steady efforts
to expand services in areas related to the payment-processing business, such as the Online
Advertising Service, providing SSL server certifications, shipping service and early payment serviceetc.
In particular, the Online Advertising Service is steadily expanding the number of sales and merchants
implementing this service. GMO-PG was awarded the Gold Award as part of the Google contest,
Excellent Performer Award, for the January to June 2013 period for the second year in a row.
Our subsidiary, Social Appli Payment Service, Inc. is providing member certification and payment
platform “mopita” for smartphones.
Our subsidiary company GMO Payment Service launched its new “GMO Payment Later” service andincreased the number of merchants and sales.
With regard to the overseas business, we established the Global Payment Fund, which is dedicated to
payment ventures, with GMO VenturePartners
South East Asia is expected to be one of the fastest growing markets in the world, and the Global
Payment Fund actively invests in payment startups, GMO Payment Gateway is expanding its global
payment solution, GMO-PG Global Payment, throughout East and South East Asian countries. On
December 2013, the fund invested in Coda Payments PTE LTD, a provider of direct carrier billing(DCB) services.
In regard to the operating expenses, due to the costs associated with the merchant sales
improvement service, which has a high sales-cost ratio, expenses totaled 317,675,000 yen (increaseof 37.1% on a year-on-year basis). Selling, general and administrative expenses were 750,260,000
yen (increase of 24.9% on a year-on-year basis). Non-operating income totaled 35,600,000 yen due tothe commissions received, exchange earnings, and earnings on investment in silent partnership.

Consequently, the Group’s operating results for the cumulative 1st quarter of the current consolidated fiscal
year were as follows: Net sales amounted to 1,645,144,000 yen (increase of 25.5% on a year-on-yearbasis); operating income grew 20.5% on a year-on-year basis to 577,208,000 yen; ordinary income
increased to 601,701,000 yen (increase of 25.2% on a year-on-year basis); and, net income reached355,557,000 yen (increase of 25.1% on a year-on-year basis).
In addition, net sales consisted of an initial revenue of 127,499,000 yen (increase of 37.0% on a
year-on-year basis), running revenue of 935,353,000 yen (increase of 24.1% on a year-on-year basis) andmerchant acquiring service revenue of 582,291,000 yen (increase of 25.3% on a year-on-year basis).
Ratio of ordinary income to net sales was 36.6%.

(2)

Qualitative information regarding the consolidated financial condition[1]

AssetsThe balance of total assets at the end of the 1st quarter of the current consolidated fiscal year was
24,274,000,000 yen, up 2,975,761,000 yen as compared with the end of the previous consolidated
fiscal year. This increase was mainly due to an increase of cash and deposits (2,554,870,000), mainly
caused by the increase of deposits of merchants, in accordance with the merchant acquiring service
agreement.
The deposits of merchants will mostly be paid out on the 10th of the next month, therefore the deposit
balance will decrease with receipt of deposits.

[2] Liabilities
The balance of liabilities at the end of the 1st quarter of the current consolidated fiscal year was
18,686,829,000 yen, up 3,022,410,000 yen as compared with the end of the previous consolidated
fiscal year. This increase was mainly caused by an increase in deposits received of 3,237,958,000
yen, which was an effect of the increase in deposits received from merchants in accordance with themerchant acquiring service agreement.
[3]

Net assets
The balance of net assets at the end of the 1st quarter of the current consolidated fiscal year was
5,587,171,000 yen, down 46,649,000 yen as compared with the end of the previous consolidated-3-

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014
fiscal year. The decrease was mainly attributable to net income of 355,557,000 yen, with a decreaseof 422,307,000 yen as a result of a distribution of surplus.
[4]

Cash FlowsAt the end of the 1st quarter of the current consolidated fiscal year, cash and cash equivalents (the“Funds”) was 20,909,154,000 yen, up 2,550,810,000 yen as compared with the balance at the
beginning of the period. Cash flows at the end of the cumulative 1st quarter of the current consolidated
fiscal year are as follows.
Net cash provided by (used in) operating activities
Cash provided by operating activities during the cumulative 1st quarter of the current consolidated
fiscal year amounted to 3,164,190,000 yen (provided 3,683,270,000 yen for the corresponding periodof the previous fiscal year). This was mainly due to income before income taxes of 598,892,000 yen
and an increase in deposits received of 3,185,928,000 yen, after a payment of income taxes of469,155,000 yen.
Net cash provided by (used in) investing activities
Cash used in investment activities totaled 223,103,000 yen (150,968,000 yen was used in thecorresponding period of the previous fiscal year.) This was mainly due to the acquisition of securities
of subsidiaries and affiliates (125,000,000 yen) and the acquisition of intangible assets (84,978,000
yen).
Net cash provided by (used in) financing activities
Cash used in financing activities totaled 397,983,000 yen (315,736,000 yen was used in thecorresponding period of the previous fiscal year). This was primarily attributable to the dividend
payment of 394,351,000 yen.

(3)

Review of consolidated earnings forecasts and other forecasts
We expect the non-face-to-face business transaction market, on which the Group’s business is based, togrow as a result of an increase in the use of the Internet and the diversification of payment methods. In
particular, the increase in fields closely connected with everyday life, such as rent and medical costs, aswell as utility charges for electricity, gas and water and public money, including, auto tax, fixed property tax
and national pension premiums, will allow for an increase in the range of activities in the medium to longterm.
For the term ending September 2014, we expect initial revenue, running revenue and merchant acquiring
service revenue to increase steadily. We believe this will be achieved by accelerating the pace of acquiring
new merchants, strengthening the development of large-scale merchants through the provision of higher
quality services, and increasing revenue per merchant through providing services that increase added
value associated with the merchants' use of the Group.
In regard to costs, a part of the costs resulting from parallel operation caused by the data center integration
are postponed to this period, and strategic investments are continued, although we expect a 20.1% growthin ordinary income and a 35.5% ordinary income ratio.
From the above, there are no changes in the forecasted consolidated financial performance announced on
30th October 2013.

2. Items concerning summary information (Notes)(1)

Changes of important subsidiaries
N/A

(2)

Application of special accounting procedures for the execution of thefinancial statements
N/A

(3)

Changes in the accounting policy/ changes in the accounting estimation/
restatement of corrections
N/A

-4-

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014

3. Consolidated quarterly financial statements(1)

Consolidated quarterly balance sheet(Unit: Thousand yen)

AssetsCurrent assets
Cash and deposits

Summary of balance
sheet at the end of theprevious consolidated
fiscal year
(September 30, 2013)

End of the 1st quarter ofthe current
consolidated fiscal year
(December 31, 2013)

18,393,932

20,948,802

Accounts receivable-trade
Merchandise652,397385

713,805
719

Supplies
Advance payments-trade381
379,736458
393,826

Prepaid expenses
Deferred tax assets

58,767
123,786

68,01173,801

Accounts receivable-other
Other

69,197
18,130223,698
27,919△25,772△28,837

19,670,940

22,422,206

68,801
90,957

66,21884,036103,162

132,711

262,920

282,966

41,423426

38,741
388

455,527
171,235

543,908
139,100

668,612722,137

Allowance for doubtful accounts
Total current assets
Noncurrent assets
Tangible assets
Buildings, net
Tools, furniture and fixtures, net
Other
Total tangible assets
Intangible assets
Goodwill
Right of trademark
Software
Other
Total intangible assets
Investments and other assets
Investment securities

421,165448,935

Shares of subsidiaries and affiliates
Bonds of subsidiaries and affiliates
Investments in other securities of subsidiaries andaffiliates
Long-term loans receivable from directors andemployees
Claims provable in bankruptcy, claims provable inrehabilitation and other

2,010
11,0001,597
11,00035,296

160,888

3,746

2,250

11,904

11,758Long-term prepaid expenses
Lease and guarantee deposits

6,114
155,476

8,525
153,879

Deferred tax assets
Allowance for doubtful accounts

59,248△10,198

57,906△10,053

Total investments and other assets

695,764

846,689

Total noncurrent assets
Total assets-5-

1,627,298

1,851,794

21,298,239

24,274,000

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014(Unit: Thousand yen)

Liabilities
Current liabilities
Accounts payable-trade
Accounts payable-other
Income taxes payable
Accrued consumption taxes
Advances received
Deposits received
Provision for bonuses
Other provisions
Other
Total current liabilities
Noncurrent liabilities
Provision for directors’ remuneration Board Incentive
Plan Trust
Other
Total noncurrent liabilities
Total liabilities
Net assets
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Total Accumulated other comprehensive income
Subscription rights to shares
Total net assets
Total liabilities and net assets-6-

Summary of balance
sheet at the end of theprevious consolidated
fiscal year
(September 30, 2013)

End of the 1st quarter ofthe current
consolidated fiscal year
(December 31, 2013)

188,761
227,045477,216
66,046
8,842
14,337,566
156,000
35,42040,111
15,537,011

226,358
321,607
147,41355,795
18,383
17,575,525
105,249－
75,621
18,525,953

30,00033,75097,407
127,407
15,664,418

127,126
160,876
18,686,829

696,111
956,032
4,222,226△264,723
5,609,646

700,767
960,689
4,155,475△264,723
5,552,209

7,968
5,748
13,717
10,456
5,633,820
21,298,239

14,873
12,20827,081
7,880
5,587,171
24,274,000

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014(2) Consolidated quarterly statements of income and consolidated quarterly
statement of comprehensive income(Consolidated quarterly statements of income)(Cumulative 1st quarter of the consolidated fiscal year)(Unit: Thousand yen)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividends income
Earnings on investment in silent partnership
Gain on investment in partnership
Earnings on reversal of dividends payable
Rent income
Commissions received
Exchange earnings
Other
Total non-operating income
Non-operating expenses
Interest expenses
Equity in losses of affiliates
Loss on investment in partnership
Rent expenses
Other
Total non-operating expenses
Ordinary income
Extraordinary loss
Loss on retirement of noncurrent assets
Loss on valuation of investment securities
Total extraordinary loss
Income before income taxes
Corporate, inhabitant and enterprise taxes
Income taxes-deferred
Total income taxes
Income before minority interests
Net income-7-First three months of theprevious consolidated
fiscal year
(From October 1, 2012
to December 31, 2012)

First three months of thecurrent consolidated fiscal
year(From October 1, 2013
to December 31, 2013)

1,311,166
231,643
1,079,523
600,491
479,031

1,645,144
317,675
1,327,468
750,260
577,208

113
16
1,672
－
1,172
3,624
－
7,457
4
14,061

1,940
4,143
6,575
409
770
3,450
7,862
7,805
2,643
35,600

1,601
6,146
1,374
3,550
5
12,678480,414

355
7,367
－
3,379
5
11,107
601,701

－
3,783
3,783
476,631
142,936
49,426
192,362
284,268
284,268

2,808
－
2,808
598,892
195,83147,503
243,334
355,557
355,557

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014(Consolidated quarterly statements of comprehensive income)(Cumulative 1st quarter of the consolidated fiscal year)(Unit: Thousand yen)

Income before minority interests
Other comprehensive income
Other valuation difference on available-for-sale securities
Foreign currency translation adjustment
Share of other comprehensive income of associates accounted
for using equity method
Total other comprehensive income
Comprehensive income(Details)
Parent company shareholders’ comprehensive income
Minority’s comprehensive income-8-First three months of theprevious consolidated
fiscal year
(From October 1, 2011
to December 31, 2011)

First three months of thecurrent consolidated fiscal
year(From October 1, 2012
to December 31, 2012)

284,268

355,557

481
1,576
－

6,280
6,460
624

2,058
286,326

13,364368,922

286,326－

368,922－

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014(3)

Consolidated statements of cash flows(Unit: Thousand yen)

Net cash provided by (used in) operating activities
Income before income taxes
Depreciation
Amortization of goodwill
Increase and decrease in provision(△decrease)
Interest and dividends income
Interest expenses
Foreign exchange gains and losses(△gains)
Equity in gains and losses of affiliates(△gains)
Gains and losses on investments in silent partnership(△gains)
Gains and losses on investment in partnership(△gains)
Loss on retirement of noncurrent assets
Gains and losses on valuation of investment securities(△gains)
Increase and decrease in accounts receivable(△Increase)
Increase and decrease in inventories(△Increase)
Increase and decrease in advance payments-trade(△increase)
Increase and decrease in accounts receivable-other(△increase)
Increase and decrease in purchase debts(△decrease)
Increase and decrease in deposits received(△decrease)
Other
SubtotalInterest and dividends income received
Interest expenses paid
Income taxes paid
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Purchase of investment securities
Purchase of other securities of subsidiaries and affiliates
Other
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
Proceeds from issuance of common stock
Cash dividends paid
Other
Net cash provided by (used in) financing activities
Translation differences of cash and cash equivalents
Increase and decrease in cash and cash
equivalents(△decrease)
Balance of cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of period-9-First three months of theprevious consolidated
fiscal year
(From October 1, 2011
to December 31, 2011)

First three months of thecurrent consolidated fiscal
year(From October 1, 2012
to December 31, 2012)

476,63151,063
2,682△101,979△129
1,601△7,457
6,146△1,672
1,374
－
3,783
13,866△613△52,970
98,211
13,021
3,594,164△27,638
4,070,085
48△1,601△385,262
3,683,270

598,892
61,5692,682△79,502△6,084355△7,805
7,367△6,575△409
2,808－△61,259△411△14,090△154,743
37,596
3,185,928
65,6283,631,946
1,755
△355
△469,155
3,164,190△9,457△54,750△84,888－△1,871△150,968△1,387△84,978△9,217△125,000△2,520△223,103

127△310,317△5,545△315,735
5,865
3,222,432

6,736△394,351△10,368△397,983
7,707
2,550,810

12,774,220
15,996,652

18,358,343
20,909,154

GMO Payment Gateway, Inc. (3769) Summary of Consolidated Financial Statements for the First Quarter, FY2014(4) Notes to the consolidated quarterly financial statement(Notes regarding the premise for continuance)
N/A(Note when there is a significant fluctuation in the amount of shareholders’ equity)
N/A- 10 -