UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2012
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-34091
MARKETAXESS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware | 52-2230784 | |
(State of incorporation) | (IRS Employer Identification No.) | |
299 Park Avenue, New York, New York | 10171 | |
(Address of principal executive offices) | (Zip Code) |
(212) 813-6000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of April 25, 2012, the number of shares of the Registrants voting common stock outstanding was 36,498,912.
EXPLANATORY NOTE
This Amendment No. 1 to MarketAxess Holdings Inc.s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, as filed with the Securities and Exchange Commission on April 26, 2012 (the Original Filing), is being filed solely to include certain eXtensible Business Reporting Language (XBRL) information in Exhibit 101 that was inadvertently excluded from the timely filed Original Filing, as provided for under Rule 405 of Regulation S-T.
Exhibit 101 provides the following items formatted in XBRL: (i) Consolidated Statements of Financial Condition as of March 31, 2012 and December 31, 2011; (ii) Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011; (iii) Consolidated Statement of Comprehensive Income for the Three Months ended March 31, 2012 and 2011; (iv) Consolidated Statement of Changes in Stockholders Equity for the Three Months Ended March 31, 2012; (v) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011; and (vi) Notes to Consolidated Financial Statements.
As provided in Rule 406T of Regulation S-T, the interactive data files included in Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
This Amendment No. 1 to the Form 10-Q speaks as of the date of the Original Filing, does not reflect subsequent events occurring after the date of the Original Filing or modify or update in any way any disclosures made in the Original Filing. Other than as described above, no other changes have been made to the Original Filing. Investors should continue to rely on the Original Filing in making investment decisions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARKETAXESS HOLDINGS INC. | ||||||
Date: July 6, 2012 | By: | /s/ RICHARD M. MCVEY | ||||
Name: | Richard M. McVey | |||||
Title: | Chief Executive Officer | |||||
(principal executive officer) | ||||||
Date: July 6, 2012 | By: | /s/ ANTONIO L. DELISE | ||||
Name: | Antonio L. DeLise | |||||
Title: | Chief Financial Officer | |||||
(principal financial and accounting officer) |
EXHIBIT INDEX
101.INS | XBRL Instance Document** | |
101.SCH | XBRL Taxonomy Extension Schema Document** | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** |
** | Attached as Exhibit 101 to this Amendment No. 1 to Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Financial Condition as of March 31, 2012 and December 31, 2011; (ii) Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011; (iii) Consolidated Statement of Comprehensive Income for the Three Months ended March 31, 2012 and 2011; (iv) Consolidated Statement of Changes in Stockholders Equity for the Three Months Ended March 31, 2012; (v) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011; and (vi) Notes to Consolidated Financial Statements. |
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Fair Value Measurements (Details Textual) (USD $)
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3 Months Ended | ||
---|---|---|---|
Mar. 31, 2012
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Mar. 31, 2011
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Dec. 31, 2011
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Fair Value Measurements (Textual) [Abstract] | |||
Gross and net fair value asset | $ (311,000) | $ 155,000 | |
Proceeds from the maturities of securities available-for-sale | $ 21,500,000 | $ 4,300,000 |
Stock Based Compensation Plans (Details Textual) (USD $)
In Millions, except Share data, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2012
Y
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Stock Based Compensation Plans (Textual) [Abstract] | |
Expected pay out target of common stock | 44,843 |
Number of options to purchase shares of common stock | 375 |
Weighted-average fair value for each option granted | $ 11.99 |
Unrecognized compensation costs related to non-vested | $ 17.3 |
Weighted-average period over which cost is expected to be recognized | 2.6 |
Restricted stock [Member]
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value of the Stock | $ 31.03 |
Restricted stock and performance shares [Member]
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock and performance-based shares | 183,988 |
Performance Shares [Member]
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value of the Stock | $ 30.64 |
Share Repurchases (Details Textual) (USD $)
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1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended |
---|---|---|---|---|
Oct. 31, 2011
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Mar. 31, 2012
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Feb. 29, 2012
Common Stock Non-Voting [Member]
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Mar. 31, 2012
Common Stock Non-Voting [Member]
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Class of Stock [Line Items] | ||||
Non-voting common stock repurchased | 1,821,730 | 1,821,730 | ||
Cost of non-voting common stock repurchased | $ 71,116,000 | $ 52,900,000 | $ 7,000 | |
Share Repurchases (Textual) [Abstract] | ||||
Authorized a share repurchase program | 35,000,000 | |||
Common stock shares repurchased | 820,894 | |||
Cost of common stock shares repurchased | $ 25,200,000 |
Related Party (Details Textual)
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1 Months Ended | 3 Months Ended |
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Feb. 29, 2012
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Mar. 31, 2012
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Related Party (Textual) [Abstract] | ||
Public offering common stock shares | 3,597,333 | |
Repurchased of common stock shares | 1,821,730 |
Net Capital Requirements and Customer Protection Requirements (Details Textual) (USD $)
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Mar. 31, 2012
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Net Capital Requirements and Customer Protection Requirements (Textual) [Abstract] | |
Minimum net capital required to be maintained | $ 100,000 |
Percentage of aggregate indebtedness | 0.0667 |
Income Taxes (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2012
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Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of provision for income taxes |
The provision for income taxes consists of the following:
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Summary of company's net deferred tax assets |
The following is a summary of the Company’s net deferred tax assets:
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Earnings Per Share (Details Textual)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
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Mar. 31, 2011
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Earnings Per Common Share (Textual) [Abstract] | ||
Stock options, restricted stock and warrants excluded from the computation of diluted earnings per share | 0.3 | 0.3 |
Income Taxes (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
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Mar. 31, 2011
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Current: | ||
Federal | $ 3,565 | |
State and local | 1,170 | 246 |
Foreign | (90) | (206) |
Total current provision | 4,645 | 40 |
Deferred | ||
Federal | 3,545 | 4,460 |
State and local | 872 | 1,784 |
Foreign | 193 | 602 |
Total deferred provision | 4,610 | 6,846 |
Provision for income taxes | $ 9,255 | $ 6,886 |
Fair Value Measurements (Details 3) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2012
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Dec. 31, 2011
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Summary of contractual maturities of securities available-for-sale | ||
Less than one year | $ 13,377 | $ 31,554 |
Due in 1 - 5 years | 46,709 | 46,556 |
Total securities available-for-sale | $ 60,086 | $ 78,110 |
Commitments and Contingencies (Details Textual) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
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Mar. 31, 2011
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Commitments and Contingencies (Textual) [Abstract] | ||
Rental expense | $ 0.7 | $ 0.6 |
Future lease obligations under sublease arrangements | 1.4 | |
Settlement days of bond transaction | Within one to three trading days | |
Collateral deposit | 0.9 | |
Standby Letters of Credit [Member]
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Loss Contingencies [Line Items] | ||
Contingent obligation for standby letter of credit issued to Landlord | $ 1.7 |
Stock-Based Compensation Plans (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
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Mar. 31, 2011
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Stock-based compensation expense | ||
Total stock-based compensation | $ 1,962 | $ 2,290 |
Employee [Member]
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Stock-based compensation expense | ||
Total stock-based compensation | 1,813 | 2,117 |
Restricted stock and performance shares [Member] | Employee [Member]
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Stock-based compensation expense | ||
Total stock-based compensation | 1,668 | 1,822 |
Stock options [Member] | Employee [Member]
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Stock-based compensation expense | ||
Total stock-based compensation | 145 | 295 |
Restricted stock [Member] | Non employee director [Member]
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Stock-based compensation expense | ||
Total stock-based compensation | $ 149 | $ 173 |
Significant Accounting Policies
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3 Months Ended |
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Mar. 31, 2012
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Significant Accounting Policies [Abstract] | |
Significant Accounting Policies |
2. Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated. These consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The consolidated financial information as of December 31, 2011 has been derived from audited financial statements not included herein. These unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and reflect all adjustments that, in the opinion of management, are normal and recurring, and that are necessary for a fair statement of the results for the interim periods presented. In accordance with such rules and regulations, certain disclosures that are normally included in annual financial statements have been omitted. Interim period operating results may not be indicative of the operating results for a full year. Cash and Cash Equivalents Cash and cash equivalents includes cash and money market instruments that are primarily maintained at one major global bank. Given this concentration, the Company is exposed to certain credit risk. The Company defines cash equivalents as short-term interest-bearing investments with maturities at the time of purchase of three months or less. Securities Available-for-Sale The Company classifies its marketable securities as available-for-sale securities. Unrealized marketable securities gains and losses, net of taxes, are reflected as a net amount under the caption of accumulated other comprehensive loss in the Consolidated Statements of Financial Condition. Realized gains and losses are recorded in the Consolidated Statements of Operations in other revenues. For the purpose of computing realized gains and losses, cost is determined on a specific identification basis.
The Company assesses whether an other-than-temporary impairment loss on the investments has occurred due to declines in fair value or other market conditions. The portion of an other-than-temporary impairment related to credit loss is recorded as a charge in the Consolidated Statements of Operations. The remainder is recognized in other comprehensive loss if the Company does not intend to sell the security and it is more likely than not that the Company will not be required to sell the security prior to recovery. No charges for other-than-temporary losses were recorded during the three months ended March 31, 2012 and 2011. Fair Value Financial Instruments Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” A three-tiered hierarchy for determining fair value has been established that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as Level 1 (unadjusted quoted prices for identical assets or liabilities in active markets), Level 2 (inputs that are observable in the marketplace other than those inputs classified in Level 1) and Level 3 (inputs that are unobservable in the marketplace). The Company’s financial assets and liabilities measured at fair value on a recurring basis consist of its money market funds, securities available-for-sale portfolio and one foreign currency forward contract. Allowance for Doubtful Accounts All accounts receivable have contractual maturities of less than one year and are derived from trading-related fees and commissions and revenues from products and services. The Company continually monitors collections and payments from its customers and maintains an allowance for doubtful accounts. The allowance for doubtful accounts is based upon the historical collection experience and specific collection issues that have been identified. Additions to the allowance for doubtful accounts are charged to bad debt expense, which is included in general and administrative expense in the Company’s Consolidated Statements of Operations. Depreciation and Amortization Fixed assets are carried at cost less accumulated depreciation. The Company uses the straight-line method of depreciation over three to seven years. Leasehold improvements are stated at cost and are amortized using the straight-line method over the lesser of the life of the improvement or the remaining term of the lease. Software Development Costs The Company capitalizes certain costs associated with the development of internal use software at the point at which the conceptual formulation, design and testing of possible software project alternatives have been completed. The Company capitalizes employee compensation and related benefits and third party consulting costs incurred during the preliminary software project stage. Once the product is ready for its intended use, such costs are amortized on a straight-line basis over three years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. Cash Provided as Collateral Cash is provided as collateral for electronic bank settlements and broker-dealer clearance accounts. Cash provided as collateral is included in prepaid expenses and other assets in the Consolidated Statements of Financial Condition. Foreign Currency Translation and Forward Contracts Assets and liabilities denominated in foreign currencies are translated using exchange rates at the end of the period; revenues and expenses are translated at average monthly rates. Gains and losses on foreign currency translation are a component of accumulated other comprehensive loss in the Consolidated Statements of Financial Condition. Transaction gains and losses are recorded in general and administrative expense in the Consolidated Statements of Operations. The Company enters into foreign currency forward contracts to hedge its net investment in its U.K. subsidiary. Gains and losses on these transactions are included in accumulated other comprehensive loss in the Consolidated Statements of Financial Condition.
Revenue Recognition The majority of the Company’s revenues are derived from commissions for trades executed on its platform and distribution fees that are billed to its broker-dealer clients on a monthly basis. The Company also derives revenues from technology products and services, information and user access fees, investment income and other income. Commission revenue. Commissions are generally calculated as a percentage of the notional dollar volume of bonds traded on the platform and vary based on the type and maturity of the bond traded. Under the Company’s transaction fee plans, bonds that are more actively traded or that have shorter maturities are generally charged lower commissions, while bonds that are less actively traded or that have longer maturities generally command higher commissions. For trades that the Company executes between and among institutional investor and broker-dealer clients on a riskless principal basis by serving as counterparty to both the buyer and the seller, the Company earns the commission through the difference in price between the two back-to-back trades. Fee programs for certain products include distribution fees which are recognized monthly. Technology products and services. The Company generates revenues from technology software licenses, maintenance and support services (referred to as post-contract technical support or “PCS”) and professional consulting services. Revenue is generally recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is considered probable. The Company generally sells software licenses and PCS together as part of multiple-element arrangements. The Company also enters into contracts for technology integration consulting services unrelated to any software product. For arrangements that include multiple elements, generally software licenses and PCS, the Company allocates and defers revenue for the undelivered items based on vendor specific objective evidence (“VSOE”) of the fair value of the undelivered elements and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered items as license revenue. The Company’s VSOE of each element is based on historical evidence of stand-alone sales of these elements to third parties or the stated renewal rate for the undelivered elements. When VSOE does not exist for undelivered items, the entire arrangement fee is recognized ratably over the performance period. For PCS, the term is typically one year and revenue is recognized over the duration of the arrangement on a straight-line basis. Professional consulting services are generally separately priced and are typically not essential to the functionality of the Company’s software products. Revenues from these services are recognized separately from the license fee. Generally, revenue from time-and-materials consulting contracts is recognized as services are performed. Revenues from contracts for technology integration consulting services are recognized on the percentage-of-completion method. Percentage-of-completion accounting involves calculating the percentage of services provided during the reporting period compared to the total estimated services to be provided over the duration of the contract. If estimates indicate that a contract loss will occur, a loss provision is recorded in the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated direct and indirect costs of the contract exceed the estimated total revenues that will be generated by the contract. There were no contract loss provisions recorded as of March 31, 2012 and 2011. Revenues recognized in excess of billings are recorded as unbilled services within other assets. Billings in excess of revenues recognized are recorded as deferred revenues until revenue recognition criteria are met. Initial set-up fees. The Company enters into agreements with its broker-dealer clients pursuant to which the Company provides access to its platform through a non-exclusive and non-transferable license. Broker-dealer clients may pay an initial set-up fee, which is typically due and payable upon execution of the broker-dealer agreement. The initial set-up fee, if any, varies by agreement. Revenue is recognized over the initial term of the agreement, which is generally two years. Stock-Based Compensation The Company measures and recognizes compensation expense for all share-based payment awards based on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the Consolidated Statements of Operations over the requisite service period, which is typically the vesting period, with an offsetting increase to additional paid-in capital.
Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized against deferred tax assets if it is more likely than not that such assets will not be realized in future years. The Company recognizes interest and penalties related to unrecognized tax benefits in general and administrative expenses in the Consolidated Statements of Operations. Business Combinations, Goodwill and Intangible Assets Business acquisitions are accounted for under the purchase method of accounting. The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain assets acquired and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, growth rates and asset lives. An impairment review of goodwill is performed on an annual basis and more frequently if circumstances change. Intangible assets with definite lives, including purchased technologies, customer relationships and other intangible assets, are amortized on a straight-line basis over their estimated useful lives, ranging from five to ten years. Intangible assets are assessed for impairment when events or circumstances indicate the existence of a possible impairment. Earnings Per Share Basic earnings per share is computed by dividing the net income attributable to common stock by the weighted-average number of shares of common stock outstanding during the period. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements In 2011, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that simplifies goodwill impairment tests. The new guidance states that a “qualitative” assessment may be performed to determine whether further impairment testing is necessary. This accounting standard is effective for fiscal years beginning on or after December 15, 2011. The Company adopted the new guidance effective January 1, 2012 and there was no material impact on the Company’s Consolidated Financial Statements. In 2011, the FASB issued new disclosure guidance related to the presentation of the Statement of Comprehensive Income. This guidance eliminates the current option to report other comprehensive income and its components in the Consolidated Statement of Changes in Stockholders’ Equity. The requirement to present reclassification adjustments out of accumulated other comprehensive income on the face of the Consolidated Statement of Operations has been deferred. This accounting standard is effective for fiscal years beginning on or after December 15, 2011. The Company adopted the new guidance effective January 1, 2012 and has presented a separate Statement of Comprehensive Income in the Company’s Consolidated Financial Statements.
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