Tree.com Reports Third Quarter 2012 Financial Results
- Consolidated Net Income of
$4.4 million ; basic EPS of$0.38 and diluted EPS of$0.37 - Continuing operations revenue of
$23.3 million , up 19% from third quarter 2011 total adjusted Exchanges revenue - Continuing operations Adjusted EBITDA of
$3.9 million , or 17% of revenue - Raising 2012 adjusted Exchanges EBITDA guidance and issuing guidance for 2013
(Logo: http://photos.prnewswire.com/prnh/20110518/MM04466LOGO)
Following the completion of the sale of substantially all of the assets of the company's former mortgage origination business in the preceding quarter, Tree's revenues and expenses for the third quarter reflect the monetization on our mortgage Exchange of all leads generated. Tree formerly provided non-GAAP adjusted Exchanges metrics to give investors a view into what our results might have been if the company did not monetize some leads through the former mortgage origination business. Tree is continuing to provide adjusted Exchanges metrics for applicable historical periods in which the company operated the mortgage origination business.
Chairman and CEO of
"We continue to leverage our brands to drive consumers to our sites and provide quality leads to our clients. I am particularly pleased with the continued growth of our mortgage business, where we grew mortgage Exchanges revenue by 27% over adjusted mortgage Exchanges revenue in the third quarter of last year. Our financial plan is to grow our top line while maintaining strong variable marketing margin dollars and percent, and we are performing to that plan with nearly
Third Quarter 2012 Financial and Operating Highlights
- Revenue in the third quarter was 19% higher than adjusted Exchanges revenue in the third quarter 2011, driven by a 27% increase in adjusted Exchanges mortgage revenue.
- Compared to prior periods' adjusted Exchanges EBITDA, continuing operations Adjusted EBITDA represented a 67% improvement over third quarter 2011 and a 14% improvement over the second quarter 2012.
- Continuing operations Adjusted EBITDA margin was 17% in the quarter, compared with adjusted Exchanges EBITDA margins of 12% in the third quarter 2011 and 15% in the second quarter 2012.
- Unique visitors grew in the third quarter 2012, with an 18% increase over third quarter 2011 and a 19% increase over the second quarter 2012.
- Working capital was
$73.0 million atSeptember 30, 2012 , compared to$70.5 million atJune 30 , 2012. Working capital is calculated as current assets (including unrestricted and restricted cash) minus current liabilities (including loan loss reserves). Working capital does not include$10 million of deferred contingent consideration payable on the one year anniversary of the closing of the sale of the company's mortgage origination business, subject to various conditions being satisfied. - During the third quarter 2012, the company purchased a total of 15,136 shares of its stock at an average price of
$15.28 . As ofSeptember 30, 2012 , there was approximately$3.9 million in share repurchase authorization remaining under the current approved plan. Subsequent to the end of the third quarter,between October 1 and October 31, 2012 , the company purchased an additional 24,815 shares at an average price of$14.35 .
Business Outlook — 2012 and 2013
Tree is providing revenue, Variable Marketing Margin and Adjusted EBITDA guidance for 2012 and 2013 as follows:
For 2012:
- We expect revenue from continuing operations in the fourth quarter 2012 to be 23%-27% higher than adjusted Exchanges revenue from the fourth quarter 2011. This equates to approximately 108%-114% higher revenue from continuing operations than reported in the fourth quarter 2011 on a GAAP basis.
- Variable marketing margin in the fourth quarter 2012 is expected to be
$10-$11 million . The company did not previously provide guidance on variable marketing margin. - Adjusted Exchanges EBITDA guidance for the full year 2012 is revised to
$13-$14 million , from$12-$14 million previously.
We are withdrawing our guidance for Net Income because of uncertainty in projecting the effects of the wind-down of discontinued operations and tax considerations.
For 2013:
- Revenue is anticipated to grow 15%—20% over 2012 adjusted Exchanges revenue. This equates to approximately 41%-46% over 2012 revenue from continuing operations reported on a GAAP basis.
- Variable marketing margin is anticipated to be 45%-48% of revenue.
- Adjusted EBITDA is anticipated to be $15—$17 million.
Quarterly Conference Call
A conference call to discuss Tree's third quarter 2012 financial results will be webcast live today at
QUARTERLY TABLES AND FINANCIALS —
Tree.com Exchanges Metrics (1) |
|||||||||||||||||
$s in millions |
|||||||||||||||||
Q/Q |
Y/Y |
||||||||||||||||
Q3 2012 |
Q2 2012 |
% Change |
Q3 2011 |
% Change |
|||||||||||||
GAAP |
Adjusted |
GAAP |
Adjusted |
GAAP |
Adjusted |
GAAP |
Adjusted |
||||||||||
Revenue |
|||||||||||||||||
Mortgage (2) |
$ 19.8 |
$ 12.5 |
$ 18.5 |
59% |
7% |
$ 9.2 |
$ 15.6 |
115% |
27% |
||||||||
Non-Mortgage |
$ 3.5 |
$ 4.5 |
$ 4.5 |
(22%) |
(22%) |
$ 3.9 |
$ 3.9 |
(10%) |
(10%) |
||||||||
Total Exchanges revenue |
$ 23.3 |
$ 17.0 |
$ 23.0 |
37% |
1% |
$ 13.1 |
$ 19.5 |
78% |
19% |
||||||||
Non Mortgage % |
15% |
27% |
20% |
30% |
20% |
||||||||||||
Selling and marketing expense |
|||||||||||||||||
Exchanges marketing expense (3) |
$ 11.6 |
$ 9.0 |
$ 11.1 |
29% |
4% |
$ 7.5 |
$ 10.7 |
54% |
8% |
||||||||
Other Marketing |
$ 1.8 |
$ 2.0 |
$ 2.0 |
(10%) |
(10%) |
$ 1.0 |
$ 1.0 |
80% |
80% |
||||||||
Selling and marketing expense |
$ 13.4 |
$ 11.0 |
$ 13.1 |
22% |
2% |
$ 8.5 |
$ 11.8 |
57% |
13% |
||||||||
Variable marketing margin (4) |
$ 11.7 |
$ 8.0 |
$ 11.9 |
47% |
(1%) |
$ 5.6 |
$ 8.8 |
109% |
33% |
||||||||
Variable marketing margin % of revenue |
50% |
47% |
52% |
43% |
45% |
||||||||||||
Net Income/(Loss) from Continuing Operations |
$ 0.3 |
$ (1.8) |
N/A |
NM |
N/A |
$ (3.4) |
N/A |
NM |
N/A |
||||||||
Adjusted Exchanges EBITDA (5) |
$ 3.9 |
N/A |
$ 3.4 |
N/A |
14% |
N/A |
$ 2.3 |
N/A |
67% |
||||||||
Adjusted EBITDA % of revenue |
17% |
N/A |
15% |
N/A |
N/A |
12% |
N/A |
||||||||||
|
Tree.com Summary Financial Results |
|||||||||||
$s in millions (except per share amounts) |
|||||||||||
Q/Q |
Y/Y |
||||||||||
Q3 2012 |
Q2 2012 |
% Change |
Q3 2011 |
% Change |
|||||||
Revenue |
|||||||||||
From Continuing Ops |
$ 23.3 |
$ 17.0 |
37% |
$ 13.1 |
78% |
||||||
From Discontinued Ops |
$ 5.9 |
$ 30.6 |
(81%) |
$ 37.6 |
(84%) |
||||||
Total Revenue |
$ 29.2 |
$ 47.5 |
(38%) |
$ 50.7 |
(42%) |
||||||
Adjusted EBITDA * |
|||||||||||
From Continuing Ops |
$ 3.9 |
$ (0.3) |
NM |
$ (0.5) |
NM |
||||||
From Discontinued Ops |
$ 4.2 |
$ 5.0 |
(16%) |
$ 9.6 |
(56%) |
||||||
Total Adjusted EBITDA |
$ 8.1 |
$ 4.7 |
72% |
$ 9.1 |
(10%) |
||||||
EBITDA * |
|||||||||||
From Continuing Ops |
$ 1.8 |
$ (1.6) |
NM |
$ (2.2) |
NM |
||||||
From Discontinued Ops |
$ 4.2 |
$ 3.4 |
23% |
$ 9.0 |
(54%) |
||||||
Total EBITDA |
$ 6.0 |
$ 1.8 |
240% |
$ 6.8 |
(12%) |
||||||
Net Income/(Loss) |
|||||||||||
Net Income/(Loss) from Continuing Ops |
$ 0.3 |
$ (1.8) |
NM |
$ (3.4) |
NM |
||||||
Net Income/(Loss) from Discontinued Ops |
$ 4.1 |
$ 27.5 |
(85%) |
$ 16.7 |
(75%) |
||||||
Net Income/(Loss) |
$ 4.4 |
$ 25.8 |
(83%) |
$ 13.3 |
(67%) |
||||||
Net Income/(Loss) Per Share |
$ 0.38 |
$ 2.28 |
(83%) |
$ 1.21 |
(68%) |
||||||
Diluted Net Income/(Loss) Per Share |
$ 0.37 |
$ 2.28 |
(84%) |
$ 1.21 |
(70%) |
||||||
From Continuing Operations: |
|||||||||||
Net Income/(Loss) Per Share |
$ 0.02 |
$ (0.16) |
NM |
$ (0.31) |
NM |
||||||
Diluted Net Income/(Loss) Per Share |
$ 0.02 |
$ (0.16) |
NM |
$ (0.31) |
NM |
||||||
NM = Not Meaningful |
|||||||||||
* EBITDA and Adjusted EBITDA are Non-GAAP measures. Please see " |
|||||||||||
| ||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
(Unaudited) | ||||
Three Months Ended |
Nine Months Ended | |||
2012 |
2011 |
2012 |
2011 | |
(In thousands, except per share amounts) | ||||
Revenue |
|
|
|
|
Costs and expenses |
||||
Cost of revenue |
1,231 |
1,001 |
2,830 |
3,529 |
Selling and marketing expense |
13,376 |
8,475 |
34,997 |
39,246 |
General and administrative expense |
5,532 |
4,388 |
16,166 |
15,059 |
Product development |
853 |
681 |
2,383 |
2,677 |
Litigation settlements and contingencies |
510 |
212 |
948 |
5,206 |
Restructuring expense (gain) |
(48) |
498 |
(109) |
990 |
Amortization of intangibles |
101 |
213 |
314 |
787 |
Depreciation |
934 |
1,393 |
3,204 |
3,677 |
Asset impairments |
— |
— |
— |
29,250 |
Total costs and expenses |
22,489 |
16,861 |
60,733 |
100,421 |
Operating income (loss) |
807 |
(3,760) |
(7,232) |
(56,470) |
Other expense |
||||
Interest expense |
(349) |
(110) |
(606) |
(266) |
Total other expense, net |
(349) |
(110) |
(606) |
(266) |
Income (loss) before income taxes |
458 |
(3,870) |
(7,838) |
(56,736) |
Income tax benefit (provision) |
(188) |
464 |
3,086 |
12,128 |
Net income (loss) from continuing operations |
270 |
(3,406) |
(4,752) |
(44,608) |
Gain from sale of discontinued operations, net of tax |
— |
7,752 |
24,313 |
7,752 |
Income (loss) from operations of discontinued operations, net of tax |
4,112 |
8,969 |
24,745 |
(23,829) |
Income (loss) from discontinued operations |
4,112 |
16,721 |
49,058 |
(16,077) |
Net income (loss) attributable to common shareholders |
|
|
|
|
Weighted average common shares outstanding |
11,389 |
11,037 |
11,293 |
10,978 |
Weighted average diluted shares outstanding |
12,003 |
11,037 |
11,293 |
10,978 |
Net income (loss) per share from continuing operations |
||||
Basic |
|
|
|
|
Diluted |
|
|
|
|
Net income (loss) per share from discontinued operations |
||||
Basic |
|
|
|
|
Diluted |
|
|
|
|
Net income (loss) per share attributable to common shareholders |
||||
Basic |
|
|
|
|
Diluted |
|
|
|
|
| ||
CONSOLIDATED BALANCE SHEETS | ||
September 30, |
December 31, | |
(unaudited) | ||
ASSETS: |
||
Cash and cash equivalents |
|
|
Restricted cash and cash equivalents |
29,425 |
12,451 |
Accounts receivable, net of allowance of |
10,415 |
5,474 |
Prepaid and other current assets |
1,524 |
1,060 |
Current assets of discontinued operations |
479 |
232,425 |
Total current assets |
131,623 |
296,951 |
Property and equipment, net |
6,924 |
8,375 |
Goodwill |
3,632 |
3,632 |
Intangible assets, net |
10,874 |
11,189 |
Other non-current assets |
166 |
246 |
Non-current assets of discontinued operations |
236 |
10,947 |
Total assets |
|
|
LIABILITIES: |
||
Accounts payable, trade |
|
|
Deferred revenue |
1,162 |
176 |
Deferred income taxes |
4,335 |
4,335 |
Accrued expenses and other current liabilities |
17,367 |
11,998 |
Current liabilities of discontinued operations |
31,784 |
254,744 |
Total current liabilities |
58,611 |
280,325 |
Income taxes payable |
— |
7 |
Other long-term liabilities |
1,094 |
4,070 |
Deferred income taxes |
568 |
435 |
Non-current liabilities of discontinued operations |
331 |
1,032 |
Total liabilities |
60,604 |
285,869 |
Commitments and contingencies |
||
SHAREHOLDERS' EQUITY: |
||
Preferred stock |
— |
— |
Common stock |
125 |
121 |
Additional paid-in capital |
915,417 |
911,987 |
Accumulated deficit |
(813,799) |
(858,105) |
Treasury stock of 1,152,697 and 1,123,261 shares, respectively |
(8,892) |
(8,532) |
Total shareholders' equity |
92,851 |
45,471 |
Total liabilities and shareholders' equity |
|
|
| ||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
(Unaudited) | ||
Nine Months | ||
2012 |
2011 | |
(In thousands) | ||
Cash flows from operating activities attributable to continuing operations: |
||
Net income (loss) |
|
|
Less (income) loss from discontinued operations, net of tax |
(49,058) |
16,077 |
Net loss from continuing operations |
(4,752) |
(44,608) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities attributable to continuing operations: |
||
Loss on disposal of fixed assets |
344 |
210 |
Amortization of intangibles |
314 |
787 |
Depreciation |
3,204 |
3,677 |
Intangible impairment |
— |
29,250 |
Non-cash compensation expense |
3,565 |
2,731 |
Deferred income taxes |
134 |
(12,144) |
Bad debt expense (recovery |
(4) |
32 |
Changes in current assets and liabilities: |
||
Accounts receivable |
(4,938) |
(1,911) |
Prepaid and other current assets |
401 |
(122) |
Accounts payable and other current liabilities |
(2,492) |
385 |
Income taxes payable |
(658) |
(58) |
Deferred revenue |
986 |
(96) |
Other, net |
(410) |
988 |
Net cash used in operating activities attributable to continuing operations |
(4,306) |
(20,879) |
Cash flows from investing activities attributable to continuing operations: |
||
Capital expenditures |
(2,046) |
(5,480) |
Increase in restricted cash |
(4,047) |
(1,488) |
Net cash used in investing activities attributable to continuing operations |
(6,093) |
(6,968) |
Cash flows from financing activities attributable to continuing operations: |
||
Vesting and issuance of common stock, net of withholding taxes |
(301) |
(950) |
Purchase of treasury stock |
(360) |
— |
(Increase) decrease in restricted cash |
4,150 |
(3,325) |
Net cash provided by (used in) financing activities attributable to continuing operations |
3,489 |
(4,275) |
Total cash used in continuing operations |
(6,910) |
(32,122) |
Net cash provided by (used in) operating activities attributable to discontinued operations |
222,885 |
(58,317) |
Net cash provided by (used in) investing activities attributable to discontinued operations |
25,923 |
(9,310) |
Net cash provided by (used in) financing activities attributable to discontinued operations |
(197,659) |
41,261 |
Total cash provided by (used in) discontinued operations |
51,149 |
(26,366) |
Net increase (decrease) in cash and cash equivalents |
44,239 |
(58,488) |
Cash and cash equivalents at beginning of period |
45,541 |
68,819 |
Cash and cash equivalents at end of period |
|
|
| |||||||||
Below is a reconciliation of Adjusted EBITDA to net income (loss) for both continuing operations and discontinued operations. See " | |||||||||
Three Months Ended |
|||||||||
|
|
June 30, 2012 |
|||||||
(Dollars in thousands) |
|||||||||
Adjusted EBITDA from continuing operations |
|
|
|
||||||
Adjustments to reconcile to net income (loss) from continuing operations: |
|||||||||
Amortization of intangibles |
(101) |
(213) |
(106) |
||||||
Depreciation |
(934) |
(1,393) |
(1,046) |
||||||
Restructuring gain (expense) |
48 |
(498) |
(3) |
||||||
Loss on disposal of assets |
(284) |
(99) |
— |
||||||
Non-cash compensation |
(1,309) |
(824) |
(1,072) |
||||||
Litigation settlements and contingencies |
(510) |
(212) |
(216) |
||||||
Other expense, net |
(349) |
(110) |
(136) |
||||||
Income tax benefit (provision) |
(188) |
464 |
1,142 |
||||||
Net income (loss) from continuing operations |
|
|
|
||||||
Adjusted EBITDA from discontinued operations |
|
|
|
||||||
Adjustments to reconcile to net income from discontinued operations: |
|||||||||
Restructuring expense |
(95) |
(509) |
(239) |
||||||
Asset impairments |
— |
— |
(1,365) |
||||||
Loss on disposal of assets |
— |
(27) |
— |
||||||
Non-cash compensation |
— |
(75) |
(42) |
||||||
Litigation settlements and contingencies |
33 |
(4) |
(15) |
||||||
Gain from sale of discontinued operations, net of tax |
— |
7,752 |
24,313 |
||||||
Other expense, net |
29 |
— |
10 |
||||||
Income tax benefit (provision) |
(76) |
— |
(166) |
||||||
Net income from discontinued operations |
|
|
|
||||||
Adjusted EBITDA from continuing operations per above |
|
|
|
||||||
Adjusted EBITDA from discontinued operations per above |
4,221 |
9,584 |
5,032 |
||||||
Total Adjusted EBITDA |
8,118 |
9,063 |
4,715 |
||||||
Adjustments to reconcile to net income: |
|||||||||
Amortization of intangibles |
(101) |
(213) |
(106) |
||||||
Depreciation |
(934) |
(1,393) |
(1,046) |
||||||
Restructuring expense |
(47) |
(1,007) |
(242) |
||||||
Asset impairments |
— |
— |
(1,365) |
||||||
Loss on disposal of assets |
(284) |
(126) |
— |
||||||
Non-cash compensation |
(1,309) |
(899) |
(1,114) |
||||||
Litigation settlements and contingencies |
(477) |
(216) |
(231) |
||||||
Gain from sale of discontinued operations, net of tax |
— |
7,752 |
24,313 |
||||||
Other expense, net |
(320) |
(110) |
(126) |
||||||
Income tax benefit (provision) |
(264) |
464 |
976 |
||||||
Net income |
|
|
|
||||||
Below is a reconciliation of revenue to adjusted Exchanges revenue, selling and marketing expense to adjusted Exchanges marketing expense, and Adjusted EBITDA from continuing operations (reconciled to operating loss in table above) to Adjusted Exchanges EBITDA. | ||||||||||
See " | ||||||||||
Qtr 3 |
Qtr 2 |
Qtr 3 | ||||||||
(Dollars in thousands) |
2012 |
2012 |
2011 | |||||||
Revenue (Continuing Operations) |
|
|
| |||||||
Mortgage Exchanges Revenue |
19,801 |
12,461 |
9,203 | |||||||
Adjustment: Modeled Revenue for leads sent to LTL |
0 |
6,026 |
6,429 | |||||||
Adjusted Mortgage Exchange Revenue |
|
|
| |||||||
Non-Mortgage Revenue |
3,495 |
4,508 |
3,898 | |||||||
Total Adjusted Exchanges Revenue |
|
|
| |||||||
Selling and Marketing Expense (Continuing Operations) |
|
|
| |||||||
Exchanges Marketing |
11,572 |
8,969 |
7,458 | |||||||
Adjustment: Shared Variable Marketing allocated to Discontinued Ops |
0 |
2,082 |
3,288 |
|||||||
Adjusted Exchanges Marketing Expense |
|
|
| |||||||
Other Marketing |
1,804 |
2,000 |
1,017 | |||||||
Adjusted EBITDA - Continuing Operations * |
|
|
| |||||||
Adjustment: Combined revenue and marketing |
0 |
3,943 |
3,141 | |||||||
Adjustment: Shared compensation costs allocated to Discontinued Ops |
0 |
(206) |
(287) |
|||||||
Adjusted Exchanges EBITDA |
|
|
| |||||||
* See reconciliation in prior table. |
||||||||||
Qtr 4 |
Full Year Guidance Low |
Full Year Guidance High | ||||||||
2011 |
2012 |
- |
2012 | |||||||
Revenue (Continuing Operations) |
|
|
- |
| ||||||
Adjustment: Modeled Revenue for leads sent to LTL |
7,343 |
16,863 |
- |
16,863 | ||||||
Total Adjusted Exchanges Revenue |
|
|
- |
| ||||||
Definition of
EBITDA is defined as operating income or loss (which excludes interest expense and taxes) excluding amortization of intangibles and depreciation.
Adjusted EBITDA is defined as EBITDA excluding (1) non-cash compensation expense, (2) non-cash intangible asset impairment charges, (3) gain/loss on disposal of assets, (4) restructuring expenses, (5) litigation settlements and contingencies, (6) pro forma adjustments for significant acquisitions or dispositions, and (7) one-time items. Adjusted EBITDA has certain limitations in that it does not take into account the impact to
Adjusted Exchanges mortgage revenue is defined as revenue from the Exchanges mortgage vertical plus modeled revenue for leads provided to HLC, assuming sale prices for such leads equaled contemporaneous sale prices of leads of similar quality sold to network lenders. Accordingly, this measure also assumes lender demand on the network would have been sufficient to absorb the additional lead volume without affecting the prices of the leads actually sold. The Company believes these are reasonable assumptions to facilitate the purpose of this metric, which is to give investors a view into what the results might have been if the Company did not operate HLC. Investors are cautioned that there is inherent uncertainty in this metric and the Company urges investors to consider this metric and the other non-GAAP measures discussed below that include this metric in addition to results
prepared in accordance with GAAP and not as substitutions for or superior to GAAP results. There can be no assurance that this metric and the other non-GAAP measures discussed below that include this metric will be indicative of actual results of operations following the sale of the
Total adjusted Exchanges revenue is defined as adjusted Exchanges revenue plus revenue from the non-mortgage verticals.
Adjusted Exchanges marketing expense is defined as the portion of selling and marketing expense attributable to the current Exchanges business for variable costs paid for advertising, direct marketing and related expenses, plus selling and marketing expense allocated to HLC and recorded in discontinued operations. This metric excludes overhead, fixed costs and personnel-related expenses.
Adjusted variable marketing margin is defined as adjusted Exchanges revenue minus adjusted Exchanges marketing expense, and adjusted variable marketing margin % of revenue is defined as variable marketing margin expressed as a percentage of adjusted Exchanges revenue.
Adjusted Exchanges EBITDA is defined as Adjusted EBITDA from continuing operations, plus modeled revenue for leads provided to HLC, minus Exchanges selling and marketing expense allocated to HLC and recorded in discontinued operations.
Adjusted EBITDA % of revenue is defined as adjusted Exchanges EBITDA expressed as a percentage of adjusted Exchanges revenue.
Non-GAAP adjusted Exchanges metrics are not prepared in accordance with
One-Time Items
Adjusted EBITDA is adjusted for one-time items, if applicable. Items are considered one-time in nature if they are non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with
Non-Cash Expenses That Are Excluded From Tree.com's Adjusted EBITDA and Adjusted Exchanges EBITDA
Non-cash compensation expense consists principally of expense associated with the grants of restricted stock units and stock options. These expenses are not paid in cash and
Amortization and impairment of intangibles are non-cash expenses relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as purchase agreements, technology and customer relationships, are valued and amortized over their estimated lives.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
The matters contained in the discussion above may be considered to be "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations or anticipations of
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