UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
| Shares outstanding at July 31, 2023 |
Common stock, $.01 par value per share |
|
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
| Three Months Ended | ||||
June 30, | |||||
| 2023 |
| 2022 | ||
Net sales |
| $ | |
| |
Costs and expenses: |
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| |||
Cost of sales |
| |
| | |
Selling, general and administrative expenses |
| |
| | |
Amortization of intangible assets |
| |
| | |
Interest expense, net |
| |
| | |
Other expenses (income), net |
| |
| ( | |
Total costs and expenses |
| |
| | |
Earnings before income taxes |
| |
| | |
Income tax expense |
| |
| | |
Net earnings | $ | |
| | |
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| ||||
Earnings per share: |
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| |||
Basic - Net earnings | | | |||
Diluted - Net earnings | $ | |
| |
See accompanying notes to condensed consolidated financial statements.
2
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
| Nine Months Ended | |||||
June 30, | ||||||
|
| 2023 |
| 2022 | ||
| ||||||
Net sales | $ | |
| | ||
Costs and expenses: |
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Cost of sales |
| |
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Selling, general and administrative expenses |
| |
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Amortization of intangible assets |
| |
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Interest expense, net |
| |
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Other expenses (income), net |
| |
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| ( | |
Total costs and expenses |
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Earnings before income taxes |
| |
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Income tax expense |
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Net earnings | $ | |
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Earnings per share: |
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Basic — Net earnings | $ | | | |||
Diluted — Net earnings | $ | | |
See accompanying notes to condensed consolidated financial statements.
3
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)
Three Months Ended | Nine Months Ended | ||||||||
June 30, | June 30, | ||||||||
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||
Net earnings | $ | |
| | | | |||
Other comprehensive income (loss), net of tax: |
|
|
|
| |||||
Foreign currency translation adjustments |
| ( |
| ( | | ( | |||
Total other comprehensive income (loss), net of tax |
| ( |
| ( | | ( | |||
Comprehensive income | $ | |
| | | |
See accompanying notes to condensed consolidated financial statements.
4
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
| June 30, | September 30, | ||||
| 2023 |
| 2022 | |||
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | |
| | ||
Accounts receivable, net of allowance for credit losses of $ |
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Contract assets |
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Inventories |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net of accumulated depreciation of $ |
| |
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Intangible assets, net of accumulated amortization of $ |
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Goodwill |
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Operating lease assets | | | ||||
Other assets |
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Total assets | $ | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Current maturities of long-term debt | $ | |
| | ||
Accounts payable |
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Contract liabilities |
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Accrued salaries |
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Accrued other expenses |
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Total current liabilities |
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Deferred tax liabilities |
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Non-current operating lease liabilities | | | ||||
Other liabilities |
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Long-term debt |
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Total liabilities |
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Shareholders’ equity: |
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Preferred stock, par value $ |
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Common stock, par value $ |
| |
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Additional paid-in capital |
| |
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Retained earnings |
| |
| | ||
Accumulated other comprehensive loss, net of tax |
| ( |
| ( | ||
| |
| | |||
Less treasury stock, at cost: |
| ( |
| ( | ||
Total shareholders’ equity |
| |
| | ||
Total liabilities and shareholders’ equity | $ | |
| |
See accompanying notes to condensed consolidated financial statements.
5
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Nine Months Ended | |||||
June 30, | |||||
| 2023 |
| 2022 | ||
Cash flows from operating activities: |
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|
|
| |
Net earnings | $ | |
| | |
Adjustments to reconcile net earnings to net cash provided by operating activities: |
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|
| ||
Depreciation and amortization |
| | | ||
Stock compensation expense |
| |
| | |
Changes in assets and liabilities |
| ( |
| ( | |
Effect of deferred taxes | ( | | |||
Net cash provided by operating activities |
| |
| | |
Cash flows from investing activities: |
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| |||
Acquisition of business, net of cash acquired |
| ( |
| ( | |
Additions to capitalized software and other |
| ( |
| ( | |
Capital expenditures | ( | ( | |||
Net cash used by investing activities |
| ( |
| ( | |
Cash flows from financing activities: |
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| |||
Proceeds from long-term debt and short-term borrowings |
| |
| | |
Principal payments on long-term debt and short-term borrowings |
| ( |
| ( | |
Purchases of common stock into treasury | ( | ( | |||
Dividends paid |
| ( |
| ( | |
Other |
| ( |
| ( | |
Net cash (used) provided by financing activities | ( | | |||
Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||
Net (decrease) increase in cash and cash equivalents | ( | | |||
Cash and cash equivalents, beginning of period | | | |||
Cash and cash equivalents, end of period | $ | | | ||
|
| ||||
Supplemental cash flow information: |
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| |||
Interest paid | $ | |
| | |
Income taxes paid (including state and foreign) |
| |
| |
See accompanying notes to condensed consolidated financial statements.
6
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements, in the opinion of management, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim periods presented. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all the disclosures required for annual financial statements by accounting principles generally accepted in the United States of America (GAAP).
The Company’s results for the three-month period ended June 30, 2023 are not necessarily indicative of the results for the entire 2023 fiscal year. References to the third quarters of 2023 and 2022 represent the fiscal quarters ended June 30, 2023 and 2022, respectively. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results could differ from those estimates.
2. EARNINGS PER SHARE (EPS)
Basic EPS is calculated using the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the weighted average number of common shares outstanding during the period plus shares issuable upon the assumed exercise of dilutive common share options and vesting of performance-accelerated restricted shares (restricted shares) by using the treasury stock method. The number of shares used in the calculation of earnings per share for each period presented is as follows (in thousands):
| Three Months | Nine Months | ||||||
Ended June 30, | Ended June 30, | |||||||
| 2023 |
| 2022 |
| 2023 |
| 2022 | |
Weighted Average Shares Outstanding — Basic |
| |
| | |
| | |
Dilutive Restricted Shares | | | | | ||||
Adjusted Shares — Diluted |
| |
| | |
| |
3. ACQUISITION
On February 1, 2023, the Company acquired CMT Materials, LLC and its affiliate Engineered Syntactic Systems, LLC (CMT) for a purchase price of approximately $
4. SHARE-BASED COMPENSATION
The Company provides compensation benefits to certain key employees under several share-based plans providing for performance-accelerated and/or time-vested restricted stock unit awards, and to non-employee directors under a non-employee directors compensation plan.
Performance-Accelerated Restricted Stock Unit (PARS) Awards and Time-Vested Restricted Stock Unit (RSU) Awards
Compensation expense related to the PARS/RSU awards was $
7
Non-Employee Directors Plan
Compensation expense related to the non-employee director grants was $
The total share-based compensation cost that has been recognized in the results of operations and included within selling, general and administrative expenses (SG&A) was $
5. INVENTORIES
Inventories consist of the following:
June 30, | September 30, | ||||
(In thousands) |
| 2023 |
| 2022 | |
Finished goods | $ | |
| | |
Work in process |
| |
| | |
Raw materials |
| |
| | |
Total inventories | $ | |
| |
6. | GOODWILL AND OTHER INTANGIBLE ASSETS |
Included on the Company’s Consolidated Balance Sheets at June 30, 2023 and September 30, 2022 are the following intangible assets gross carrying amounts and accumulated amortization:
| June 30, |
| September 30, | ||
(Dollars in thousands) |
| 2023 |
| 2022 | |
Goodwill | $ | |
| | |
|
| ||||
Intangible assets with determinable lives: |
|
| |||
Patents |
|
| |||
Gross carrying amount | $ | | | ||
Less: accumulated amortization |
| | | ||
Net | $ | | | ||
|
| ||||
Capitalized software |
|
| |||
Gross carrying amount | $ | | | ||
Less: accumulated amortization |
| | | ||
Net | $ | | | ||
|
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Customer relationships |
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| |||
Gross carrying amount | $ | | | ||
Less: accumulated amortization |
| | | ||
Net | $ | | | ||
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Other |
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| |||
Gross carrying amount | $ | | | ||
Less: accumulated amortization |
| | | ||
Net | $ | | | ||
Intangible assets with indefinite lives: |
|
| |||
Trade names | $ | | |
8
The changes in the carrying amount of goodwill attributable to each business segment for the nine months ended June 30, 2023 is as follows:
Aerospace | ||||||||||
(Dollars in millions) |
| USG |
| Test |
| & Defense |
| Total | ||
Balance as of September 30, 2022 | $ | |
| |
| |
| | ||
Acquisition activity and adjustments | — | — | | | ||||||
Foreign currency translation | | — | — | | ||||||
Balance as of June 30, 2023 | $ | | | | |
7. BUSINESS SEGMENT INFORMATION
The Company is organized based on the products and services that it offers and classifies its continuing business operations in
The Aerospace & Defense segment’s operations consist of PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair), Mayday Manufacturing Co. (Mayday), Globe Composite Solutions, LLC (Globe) and Westland Technologies Inc. (Westland). The companies within this segment primarily design and manufacture specialty filtration, fluid control and naval products, including hydraulic filter elements and fluid control devices used in aerospace and defense applications; unique filter mechanisms used in micro-propulsion devices for satellites, custom designed filters for manned aircraft and submarines; products and systems to reduce vibration and/or acoustic signatures and otherwise reduce or obscure a vessel’s signature, and other communications, sealing, surface control and hydrodynamic related applications to enhance U.S. Navy maritime survivability; precision-tolerance machined components for the aerospace and defense industry; and metal processing services.
The USG segment’s operations consist primarily of Doble Engineering Company and related subsidiaries including Morgan Schaffer and Altanova (collectively, Doble), and NRG Systems, Inc. (NRG). Doble is an industry leader in the development, manufacture and delivery of diagnostic testing solutions that enable electric power grid operators to assess the integrity of high voltage power delivery equipment. It combines three core elements for customers – diagnostic test and condition monitoring instruments, expert consulting, and testing services – and provides access to its large reserve of related empirical knowledge. NRG is a global market leader in the design and manufacture of decision support tools for the renewable energy industry, primarily wind and solar.
The Test segment’s operations consist primarily of ETS-Lindgren Inc. and related subsidiaries (ETS-Lindgren). ETS-Lindgren is an industry leader in designing and manufacturing products which provide its customers with the ability to identify, measure and contain magnetic, electromagnetic and acoustic energy. ETS-Lindgren also manufactures radio frequency shielding products and components used by manufacturers of medical equipment, communications systems, electronic products, and shielded rooms for high-security data processing and secure communication.
9
Management evaluates and measures the performance of its reportable segments based on “Net Sales” and “EBIT”, which are detailed in the table below. EBIT is defined as earnings before interest and taxes.
Three Months | Nine Months | ||||||||
Ended June 30, | Ended June 30, | ||||||||
(In thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | |
NET SALES |
|
|
|
| |||||
Aerospace & Defense | $ | | | | | ||||
USG | | | | | |||||
Test | | | | | |||||
Consolidated totals | $ | | | | | ||||
|
|
| |||||||
EBIT |
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|
|
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Aerospace & Defense | $ | | | | | ||||
USG | | | | | |||||
Test | | | | | |||||
Corporate (loss) | ( | ( | ( | ( | |||||
Consolidated EBIT | | | | | |||||
Less: Interest expense | ( | ( | ( | ( | |||||
Earnings before income taxes | $ | | | | |
Non-GAAP Financial Measures
The financial measure “EBIT” is presented in the above table and elsewhere in this Report. EBIT on a consolidated basis is a non-GAAP financial measure. Management believes that EBIT is useful in assessing the operational profitability of the Company’s business segments because it excludes interest and taxes, which are generally accounted for across the entire Company on a consolidated basis. EBIT is also one of the measures used by management in determining resource allocations within the Company as well as incentive compensation. A reconciliation of EBIT to net earnings is set forth in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – EBIT.
The Company believes that the presentation of EBIT provides important supplemental information to investors to facilitate comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. However, the Company’s non-GAAP financial measures may not be comparable to other companies’ non-GAAP financial performance measures. Furthermore, the use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.
8. DEBT
The Company’s debt is summarized as follows:
| June 30, | September 30, | |||
(In thousands) |
| 2023 |
| 2022 | |
Total borrowings | $ | |
| | |
Current portion of long-term debt |
| ( |
| ( | |
Total long-term debt, less current portion | $ | |
| |
The Credit Facility includes a $
At June 30, 2023, the Company had approximately $
10
Interest on borrowings under the Credit Facility is calculated at a spread over either the Standard Overnight Financing Rate (SOFR) or the prime rate depending on various factors. The Credit Facility also requires a facility fee ranging from 10 to 25 basis points per annum on the unused portion. The interest rate spreads on the facility and the facility fee are subject to increase or decrease depending on the Company’s leverage ratio. The weighted average interest rates were
9. INCOME TAX EXPENSE
The third quarter 2023 effective income tax rate was
The income tax expense in the third quarter and first nine months of 2022 was favorably impacted by tax return to provision true-ups on U.S. tax on the distribution of foreign earnings, and the re-rating of deferred taxes as a result of a Vermont law change, decreasing the third quarter and year-to-date effective tax rate by
10. SHAREHOLDERS’ EQUITY
The change in shareholders’ equity for the first three and nine months of 2023 and 2022 is shown below (in thousands):
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||
Common stock | |||||||||
Beginning balance | | | | | |||||
Stock plans | — | — | | — | |||||
Ending balance | | | | | |||||
Additional paid-in-capital | |||||||||
Beginning balance | | | | | |||||
Stock plans | | | | | |||||
Ending balance | | | | | |||||
Retained earnings | |||||||||
Beginning balance | | | | | |||||
Net earnings | | | | | |||||
Dividends paid | ( | ( | ( | ( | |||||
Ending balance | | | | | |||||
Accumulated other comprehensive income (loss) | |||||||||
Beginning balance | ( | ( | ( | ( | |||||
Foreign currency translation | ( | ( | | ( | |||||
Ending balance | ( | ( | ( | ( | |||||
Treasury stock | |||||||||
Beginning balance | ( | ( | ( | ( | |||||
Share repurchases | ( | ( | ( | ( | |||||
Ending balance | ( | ( | ( | ( | |||||
Total equity | | | | |
11
11. FAIR VALUE MEASUREMENTS
The accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows:
● | Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
● | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
● | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Financial Assets and Liabilities
The Company has estimated the fair value of its financial instruments as of June 30, 2023 and September 30, 2022 using available market information or other appropriate valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, inventories, payables, and other current assets and liabilities approximate fair value because of the short maturity of those instruments.
Fair Value of Financial Instruments
The Company’s forward contracts and interest rate swaps are classified within Level 2 of the valuation hierarchy in accordance with FASB Accounting Standards Codification (ASC) 825, and are immaterial.
Nonfinancial Assets and Liabilities
The Company’s nonfinancial assets such as property, plant and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist.
12
12. REVENUES
Disaggregation of Revenues
Revenues by customer type, geographic location, and revenue recognition method for the three and nine-month periods ended June 30, 2023 are presented in the tables below as the Company deems it best depicts how the nature, amount, timing and uncertainty of net sales and cash flows are affected by economic factors. The tables below also include a reconciliation of the disaggregated revenue within each reportable segment.
Three months ended June 30, 2023 | Aerospace | |||||||||||
(In thousands) |
| & Defense |
| USG |
| Test |
| Total | ||||
Customer type: |
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Commercial | $ | | $ | | $ | | $ | | ||||
Government |
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Total revenues | $ | | $ | | $ | | $ | | ||||
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Geographic location: |
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United States | $ | | $ | | $ | | $ | | ||||
International |
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| |
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Total revenues | $ | | $ | | $ | | $ | | ||||
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Revenue recognition method: |
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Point in time | $ | | $ | | $ | | $ | | ||||
Over time |
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Total revenues | $ | | $ | | $ | | $ | |
Nine months ended June 30, 2023 | Aerospace |
| ||||||||||
(In thousands) |
| & Defense |
| USG |
| Test |
| Total | ||||
Customer type: |
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Commercial |
| $ | | $ | | $ | | $ | | |||
Government | |
| |
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Total revenues |
| $ | | $ | | $ | | $ | | |||
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Geographic location: |
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United States |
| $ | | $ | | $ | | $ | | |||
International | |
| |
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| | |||||
Total revenues |
| $ | | $ | | $ | | $ | | |||
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Revenue recognition method: |
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Point in time |
| $ | | $ | | $ | | $ | | |||
Over time | |
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| | |||||
Total revenues |
| $ | | $ | | $ | | $ | |
13
Revenues by customer type, geographic location, and revenue recognition method for the three and nine-month periods ended June 30, 2022 are presented in the tables below.
Three months ended June 30, 2022 | Aerospace |
|
|
| ||||||||
(In thousands) |
| & Defense |
| USG |
| Test |
| Total | ||||
Customer type: | ||||||||||||
Commercial | $ | | $ | | $ | | $ | | ||||
Government |
| |
| |
| |
| | ||||
Total revenues | $ | | $ | | $ | | $ | | ||||
Geographic location: |
|
|
| |||||||||
United States | $ | | $ | | $ | | $ | | ||||
International |
| |
| |
| |
| | ||||
Total revenues | $ | | $ | | $ | | $ | | ||||
Revenue recognition method: |
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Point in time | $ | | $ | | $ | | $ | | ||||
Over time |
| |
| |
| |
| | ||||
Total revenues | $ | | $ | | $ | | $ | |
Nine months ended June 30, 2022 | Aerospace |
|
|
| ||||||||
(In thousands) |
| & Defense |
| USG |
| Test |
| Total | ||||
Customer type: | ||||||||||||
Commercial | $ | | $ | | $ | | $ | | ||||
Government |
| |
| |
| |
| | ||||
Total revenues | $ | | $ | | $ | | $ | | ||||
Geographic location: | ||||||||||||
United States | $ | | $ | | $ | | $ | | ||||
International |
| |
| |
| |
| | ||||
Total revenues | $ | | $ | | $ | | $ | | ||||
Revenue recognition method: |
|
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|
|
|
|
| ||||
Point in time | $ | | $ | | $ | | $ | | ||||
Over time |
| |
| |
| |
| | ||||
Total revenues | $ | | $ | |