SAN JOSE, Calif., Oct. 28 /PRNewswire-FirstCall/ -- Zilog, Inc.
(NASDAQ: ZILG), a trusted supplier of application specific,
embedded system-on-chip (SoC) solutions for industrial and consumer
markets, today reported financial results for its three- and
six-month periods ended September 26, 2009. Net sales from
continuing operations for the fiscal 2010 second quarter ended
September 26, 2009 were $8.1 million, a sequential increase of 12
percent and a year-over-year decrease of 23 percent. The sequential
increase exceeded the previously announced guidance range. The
increase over the first fiscal quarter sales levels reflected
growth in all regions as well as a rise in ongoing licensing
royalties. Sales included licensing royalties of $1.0 million in
the second fiscal quarter, compared to $0.7 million in the previous
quarter and $0.6 million in the second fiscal quarter a year ago.
The year-over-year decline in sales reflects the worldwide fall in
demand for end products as a result of the global economic
downturn. On February 18, 2009, the Company sold its universal
remote control and secured transaction processor businesses. In
accordance with FASB ASC 205.2 (FAS 144), the comparative financial
statements for the Company's previous fiscal periods ended
September 27, 2008, have been restated to reflect the sold
businesses as discontinued operations. GAAP net income for the
fiscal second quarter ended September 26, 2009, was $1.6 million,
or 9 cents per share, compared to GAAP net income of $0.4 million,
or 2 cents per share, in the previous fiscal quarter and a GAAP net
loss of $1.6 million, or 9 cents per share, for the fiscal second
quarter a year ago. Net income for the fiscal 2010 second quarter
includes a gain from discontinued operations reflecting a receipt
of $1.55 million, or 50 percent of an escrow balance that was
outstanding from the sale of the businesses in February 2009. The
remainder of the escrow balance is expected to be received in
February 2010. The previous fiscal quarter's results included $1.0
million in other income for the sale of certain patents and
intellectual property rights. Additionally, the results for the
second fiscal quarter a year ago included net income from
discontinued operations of $2.1 million. "In the second quarter of
fiscal 2010, we continued the improved performance we achieved in
the opening quarter of this fiscal year, as once again we recorded
profitability, sequential sales growth, increased cash and a
positive book-to-bill ratio. Our second fiscal quarter results
exceeded our guidance, reflecting higher margins, lower spending
and increased revenues--including a sizeable increase in licensing
revenue," said Darin G. Billerbeck, Zilog's president and chief
executive officer. "As a result, the second quarter was our third
consecutive fiscal quarter of GAAP net income. Even excluding the
discontinued operations gain, we were non-GAAP profitable in the
second fiscal quarter. These results, combined with our substantial
progress in development of our new energy management solutions,
gives us growing confidence as the global economy begins to
recover." On a year-to-date basis for the six months ended
September 26, 2009, sales were $15.3 million and GAAP net income
was $2.0 million, or 12 cents per share, compared to sales of $20.1
million and a GAAP net loss of $3.3 million, or 19 cents per share,
for the six months ended September 27, 2008. Net income for the
fiscal 2010 first half includes net gains of $1.0 million for the
sale of patents and intellectual property rights as well as a gain
of $1.5 million for discontinued operations offset by special
charges of $0.2 million. Additionally, excluding special charges
and amortization of intangible assets, operating expenses for
continuing operations for the fiscal first half of fiscal 2010 were
$7.1 million, a 52 percent reduction from spending levels in the
first half of fiscal 2009. Additionally, fiscal 2009 first half
results included special charges of $1.1 million related to
activities associated with consolidation and outsourcing of certain
of the company's activities. The Company reported cash, cash
equivalents and long-term investments of $36.4 million at September
26, 2009, compared to $34.7 million and $33.3 million at June 27,
2009 and March 31, 2009, respectively. Net cash provided by
continuing operating activities was $0.2 million for the fiscal
2010 second quarter, as compared to net cash used in continuing
operating activities of $3.4 million for the second quarter in the
prior fiscal year and net cash provided by continuing operating
activities of $2.0 million in the previous fiscal quarter. On a
non-GAAP basis, adjusted EBITDA from continuing operations, as
defined below, was positive $0.7 million for the fiscal 2010 second
quarter, as compared to negative $2.3 million in the second fiscal
quarter a year ago and positive $0.7 million in the prior fiscal
quarter. "Our second quarter results reflected the benefits of our
business rationalization, including a continued reduction in our
overall spending. Our current cost structure scales to support
revenue growth with minimal incremental spending. With the
stabilization in our business model and the strength of our balance
sheet, we are well positioned to take advantage of improvements in
the global economy," said Perry J. Grace, Zilog's executive vice
president and chief financial officer. "In the short term, we
remain cautiously optimistic. December is historically a seasonally
slower quarter, although beginning quarter backlog levels for the
third quarter fiscal 2010 are higher than they were at the same
time last quarter. We are not expecting the third quarter fiscal
2010 licensing royalties to be as high as they were last quarter,
and distribution end-demand will be key to determining the final
revenue levels for the third quarter," Grace concluded. The Company
expects net sales for its fiscal 2010 third quarter ending December
27, 2009, to be lower by 3 percent to 5 percent, as compared to the
second fiscal quarter ended September 26, 2009. At December 27,
2009 the Company anticipates to end with cash, cash equivalents and
long-term investment levels consistent with those at September 26,
2009. NON-GAAP FINANCIAL INFORMATION (Unaudited) The Company may
make reference to certain Non-GAAP financial measures. Management
believes that these Non-GAAP measures are useful measures of
operating performance and liquidity because they may exclude the
impact of certain items, such as amortization of intangible assets,
stock-based compensation, depreciation, non-operating interest,
income taxes and special charges. However, these Non-GAAP measures
should be considered in addition to, not as a substitute for, or
superior to, net income (loss) and net cash provided by (used in)
operating activities, or other financial measures prepared in
accordance with GAAP. Three Months Ended Sep. 26, Jun. 27, Mar. 31,
Dec. 27, Sep. 27, 2009 2009 2009 2008 2008 (in thousands)
Reconciliation of Non-GAAP Net Income (Loss) to GAAP Net Income
(Loss) Non-GAAP net income (loss) from continuing operations $333
$394 ($1,776) ($2,871) ($2,563) Non-GAAP adjustments on continuing
operations: Special charges and credits 77 135 3,478 1,696 554
Amortization of intangible assets - - 174 209 209 Non-cash
stock-based compensation COS 19 19 21 44 30 Non-cash stock-based
compensation R&D 20 24 (24) 126 47 Non-cash stock-based
compensation SG&A 167 183 201 297 211 Total non-GAAP
adjustments, continuing operations 283 361 3,850 2,372 1,051 GAAP
net income (loss) from continuing operations $50 $33 ($5,626)
($5,243) ($3,614) Non-GAAP Net Income (Loss) from continuing
operations (Unaudited) Non-GAAP net income (loss) from continuing
operations (Non-GAAP net income (loss)) excludes special charges
and non-cash charges relating to the amortization of intangible
assets and stock-based compensation. Following the sale of the two
businesses in February, 2009, Non-GAAP net income (loss) was
restated to exclude amounts related to the Company's discontinued
operations. We believe that Non-GAAP net income (loss) is a useful
measure as it excludes certain special charge items as well as
certain non-cash charges, which facilitates a comparison of the
Company's operating performance. However, this Non-GAAP measure
should be considered in addition to, not as a substitute for, or
superior to, the net loss measured in accordance with GAAP. Three
Months Ended Sep. 26, Jun. 27, Mar. 31, Dec. 27, Sep. 27, 2009 2009
2009 2008 2008 (in thousands) Reconciliation of Net Income (Loss)
and Cash Flows From Operating Activities to EBITDA Reconciliation
of net income (loss) to EBITDA: Net income (loss) from continuing
operations $50 $33 ($5,626) ($5,243) ($3,614) Depreciation and
amortization 338 318 452 466 478 Interest income (6) (3) (4) (24)
(49) Provision (benefit) for income taxes 22 40 (2) 67 62 EBITDA
from continuing operations $404 $388 ($5,180) ($4,734) ($3,123)
Reconciliation of EBITDA to net cash provided by (used in)
continuing operating activities: EBITDA $404 $388 ($5,180) ($4,734)
($3,123) Provision (benefit) for income taxes (22) (40) 2 (67) (62)
Interest Income 6 3 4 24 49 Non-cash stock-based compensation 206
226 198 467 288 Loss on disposition of operating assets - - 986 11
- Changes in other operating assets and liabilities (394) 1,457
(4,119) (571) (577) Net cash provided by (used in) continuing
operating activities $200 $2,034 ($8,109) ($4,870) ($3,425)
Non-GAAP EBITDA (Unaudited) Management believes that Non-GAAP
EBITDA ("EBITDA"), that is Earnings or loss Before Interest, Taxes,
Depreciation and Amortization, is a useful measure of financial
performance. Following the sale of the two businesses in February,
2009, EBITDA was restated to exclude amounts related to the
Company's discontinued operations. We believe that the disclosure
of EBITDA helps investors more meaningfully evaluate our liquidity
position by the elimination of non-cash related items such as
depreciation and amortization. We believe that our investors
regularly use EBITDA as a measure of the liquidity of our business.
Our management uses EBITDA as a supplement to cash flows from
operations as a way to assess the cash generated from our business
available for capital expenditures and the servicing of other
requirements including working capital. Three Months Ended Sep. 26,
Jun. 27, Mar. 31, Dec. 27, Sep. 27, 2009 2009 2009 2008 2008 (in
thousands) Reconciliation of Net Income (Loss) and Cash Flows From
Operating Activities to Adjusted EBITDA Reconciliation of net
income (loss) to Adjusted EBITDA: Net income (loss) from continuing
operations $50 $33 ($5,626) ($5,243) ($3,614) Depreciation and
amortization 338 318 452 466 478 Interest income (6) (3) (4) (24)
(49) Provision (benefit) for income taxes 22 40 (2) 67 62 Special
charges and credits 77 135 3,478 1,696 554 Non-cash stock-based
compensation 206 226 198 467 288 Adjusted EBITDA, continuing
operations $687 $749 ($1,504) ($2,571) ($2,281) Reconciliation of
Adjusted EBITDA to net cash provided by (used in) continuing
operating activities: Adjusted EBITDA, continuing operations $687
$749 ($1,504) ($2,571) ($2,281) Special charges and credits (77)
(135) (3,478) (1,696) (554) Provision (benefit) for income taxes
(22) (40) 2 (67) (62) Interest income 6 3 4 24 49 Loss on
disposition of operating assets - - 986 11 - Changes in other
operating assets and liabilities (394) 1,457 (4,119) (571) (577)
Net cash provided by (used in) continuing operating activities $200
$2,034 ($8,109) ($4,870) ($3,425) Non-GAAP Adjusted EBITDA
(Unaudited) EBITDA reflects our Earnings or loss Before Interest,
Taxes, Depreciation and Amortization. Additionally, management uses
separate "Adjusted EBITDA" calculations for purposes of determining
certain employees' incentive compensation and, subject to meeting
specified Adjusted EBITDA amounts. Adjusted EBITDA, as we define
it, excludes interest, income taxes, effects of changes in
accounting principles and non-cash charges such as depreciation,
amortization, in-process research and development, and stock-based
compensation expense. It also excludes cash and non-cash charges
associated with reorganization items and special charges and
credits, which represent operational restructuring charges,
including asset write-offs, employee termination costs, relocation
costs and lease termination costs. Adjusted EBITDA also excludes
changes in operating assets and liabilities, which are included in
net cash provided by (used in) operating activities. Following the
sale of the two businesses in February, 2009, Adjusted EBITDA was
restated to exclude amounts related to the Company's discontinued
operations. Our management uses Adjusted EBITDA as a supplement to
cash flows from operations as a way to assess the cash generated
from our business available for capital expenditures and the
servicing of other requirements including working capital. This
Non-GAAP Adjusted EBITDA measure allows management to monitor cash
generated from the operations of the business. However, this
Non-GAAP measure should be considered in addition to, not as a
substitute for, or superior to, net loss and net cash provided or
used in operating activities prepared in accordance with GAAP.
About Zilog, Inc. Zilog is a trusted supplier of application
specific, embedded system-on-chip (SoC) solutions for the
industrial and consumer markets. From its roots as an award-winning
architect in the microprocessor and microcontroller industry, Zilog
has evolved its expertise beyond core silicon to include SoCs,
single board computers, application specific software stacks and
development tools that allow embedded designers quick time to
market in areas such as energy management, monitoring and metering
and motion detection. For more information, visit
http://www.zilog.com/. EZ80ACCLAIM!, Zilog, Z8, Z80, eZ80, Z8
ENCORE!, Encore!XP and Zneo are registered trademarks of Zilog,
Inc. in the United States and in other countries. Other product and
or service names mentioned herein may be trademarks of the
companies with which they are associated. Cautionary Statements
This release contains forward-looking statements (including those
related to our expectations for our December 2009 quarter and our
position as the global economy recovers as well as our expectations
with respect to the remaining escrow funds) relating to
expectations, plans or prospects for Zilog, Inc. that are based
upon the current expectations and beliefs of Zilog's management and
are subject to certain risks and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. For example, weakness in our 8-bit
classic or embedded flash products could negatively impact our
December 2009 fiscal quarter. Changes in requirements for
supporting the Transition Services Agreement with Maxim Integrated
Products, Inc. could impact our cash projections. Additionally, our
ability to attract and retain technical employees may be negatively
impacted by uncertainties relating to potential future changes in
the ownership and control of the Company which may make it
difficult to execute on our long-term strategy. Whether we receive
the remaining escrow funds in February 2010 depends on whether
there are any claims for indemnification made by the buyer of our
remote control and point of sale businesses. Design wins are
defined as the projected one-year net sales for a customer's new
product design for which the Company has received at least a $1,000
purchase order for its devices. Design win estimates are determined
based on projections from customers and may or may not be realized.
Whether or not Zilog achieves anticipated revenue from design wins
can be dependent on the timeliness of customers to ramp and whether
or not the project in question is as commercially successful as the
customers anticipated. Notwithstanding changes that may occur with
respect to customer matters relating to the forward-looking
statements, Zilog does not expect to, and disclaims any obligation
to update such statements until release of its next quarterly
earnings announcement or in any other manner. Zilog, however,
reserves the right to update such statement, or any portion
thereof, at any time for any reason. The financial information
presented herein is unaudited and is subject to change as a result
of subsequent events or adjustments, if any, arising prior to the
filing of the Company's Form 10-Q for the period ended September
26, 2009. For a detailed discussion of these and other cautionary
statements, please refer to the risk factors discussed in filings
with the U.S. Securities and Exchange Commission ("SEC"), including
but not limited to, the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 2009, and any subsequently filed
reports. All documents also are available through the SEC's
Electronic Data Gathering Analysis and Retrieval system (EDGAR) at
http://www.sec.gov/ or from the Company's website at
http://www.zilog.com/. Contact: Daniel Francisco Francisco Group
Zilog Communications (916) 812-8814 Zilog, Inc. UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEETS (in thousands) Sept. 26, March 31, 2009
2009 ASSETS Current assets: Cash and cash equivalents $35,998
$32,230 Accounts receivable, net 3,446 1,698 Receivables under
transition services agreement 845 1,696 Escrow receivable related
to sold business 1,550 3,100 Inventories 3,747 4,022 Deferred tax
asset 10 10 Prepaid expenses and other current assets 685 1,199
Current assets associated with discontinued operations - 960 Total
current assets 46,281 44,915 Long term investments 375 1,100
Property, plant and equipment, net 2,152 2,347 Goodwill 2,211 2,211
Other assets 1,173 1,079 Total assets $52,192 $51,652 LIABILITIES
AND STOCKHOLDERS' EQUITY Current liabilities: Short term debt $-
$346 Accounts payable 2,722 1,939 Payables under transition
services agreement 3,496 275 Income taxes payable 170 195 Accrued
compensation and employee benefits 1,373 1,349 Other accrued
liabilities 3,478 3,828 Deferred income including remaining escrow
5,022 8,024 Current liabilities associated with discontinued
business - 1,256 Total current liabilities 16,261 17,212 Deferred
tax liability 10 10 Other non-current liabilities 1,857 2,804 Total
liabilities 18,128 20,026 Stockholders' equity: Common stock 186
186 Additional paid-in capital 127,876 127,436 Treasury stock
(7,563) (7,563) Other comprehensive income 185 173 Accumulated
deficit (86,620) (88,606) Total stockholders' equity 34,064 31,626
Total liabilities and stockholders' equity $52,192 $51,652 Zilog,
Inc. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in
thousands except per share data and percentages) Three Months Ended
Six Months Ended Sep. 26, Sep. 27, Sep. 26, Sep. 27, 2009 2008 2009
2008 Net sales from continuing operations $8,070 $10,474 $15,305
$20,078 Cost of sales 4,386 6,086 8,906 11,345 Gross margin 3,684
4,388 6,399 8,733 Gross margin % 45.7% 41.9% 41.8% 43.5% Operating
expenses: Research and development 1,179 1,757 2,210 3,490 Selling,
general and administrative 2,370 5,723 4,851 11,215 Special charges
77 554 212 1,144 Amortization of intangible assets - 209 - 418
Total operating expenses 3,626 8,243 7,273 16,267 Operating income
(loss)from continuing operations 58 (3,855) (874) (7,534) Interest
and other income : Interest income 6 49 9 119 Other income, net 8
254 1,010 350 Income (loss) from continuing operations before
provision income taxes 72 (3,552) 145 (7,065) Provision for income
taxes 22 62 62 116 Net income (loss) from Net income (loss) from
continuing operations 50 (3,614) 83 (7,181) Net income from
discontinued operations 36 2,058 356 3,884 Gain from sale of
discontinued operations, net of tax 1,547 - 1,547 - Net income
(loss) $1,633 ($1,556) $1,986 ($3,297) Basic and diluted net income
(loss) from continuing operations per share - ($0.21) - ($0.42)
Basic and diluted net income from discontinued operations per share
- $0.12 $0.02 $0.23 Basic and diluted net income from gain on sale
of discontinued operations net of tax per share $0.09 - $0.09 -
Basic and diluted net income (loss) per share $0.09 ($0.09) $0.12
($0.19) Weighted-average shares used in computing basic net income
(loss) per share 17,291 16,949 17,262 16,937 Weighted-average
shares used in computing diluted net income (loss) per share 17,297
16,949 17,268 16,937 Zilog, Inc. UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended Six
Months Ended Sep. 26, Sep. 26, Sep. 27, Sep. 27, 2009 2008 2009
2008 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) from
continuing operations $50 ($3,614) $83 ($7,181) Adjustments to
reconcile net loss to net cash provided by continuing operating
activities: Depreciation and amortization 338 478 656 914
Disposition of operating assets - - - 35 Non-cash stock-based
compensation 206 288 431 659 Amortization of fresh-start intangible
assets - 209 - 418 Changes in operating assets and liabilities:
Accounts receivable, net (1,243) (765) (1,748) (373) Receivable
under transition services agreement 639 - 851 - Escrow receivable
1,550 - 1,550 - Patent assignment receivable 1,000 - - -
Inventories (406) 963 275 1,307 Prepaid expenses and other current
and non-current assets 207 (137) 432 (194) Accounts payable 95 24
783 1,712 Payable under transition services agreement 266 - 3,221 -
Accrued compensation and employee benefits (60) (58) 24 678
Deferred income from disti and escrow (1,831) (486) (3,002) (902)
Accrued and other current and non-current liabilities (611) (327)
(1,322) 901 Net cash provided by (used in) continuing operating
activities 200 (3,425) 2,234 (2,026) Net cash provided by
discontinued operating activities 36 2,842 60 1,870 CASH FLOWS FROM
INVESTING ACTIVITIES: Redemption of long term investments 525 50
725 475 Capital expenditures (141) (78) (461) (437) Net cash
provided by (used in) investing activities 384 (28) 264 38 Net cash
provided by sale of discontinued operations 1,547 - 1,547 - CASH
FLOWS FROM FINANCING ACTIVITIES: Proceeds from short term debt - -
- 660 Payments on short term debt - (346) (346) (346) Proceeds from
issuance of common stock under employee stock purchase and stock
option plans 5 26 9 76 Net cash provided by (used in) financing
activities 5 (320) (337) 390 Net cash provided by discontinued
financing activities - 1 - 2 Increase in cash and cash equivalents
2,172 (930) 3,768 274 Cash and cash equivalents at beginning of
period 33,826 17,829 32,230 16,625 Cash and cash equivalents at end
of period $35,998 $16,899 $35,998 $16,899 Zilog, Inc. SELECTED
UNAUDITED TRENDED FINANCIAL INFORMATION (Amounts in thousands
except percentages, selected key metrics and per share amounts)
Three Months Ended Sep. 26, Jun. 27, Mar. 31, Dec. 27, Sep. 27,
2009 2009 2009 2008 2008 Sales & Expenses Information: Net
sales from continuing operations $8,070 $7,235 $7,044 $9,035
$10,474 Cost of sales 4,386 4,520 4,379 6,091 6,086 Gross margin
3,684 2,715 2,665 2,944 4,388 Gross margin % 45.7% 37.5% 37.8%
32.6% 41.9% Operating expenses: Research and development 1,179
1,031 1,118 1,657 1,757 Selling, general and administrative 2,370
2,481 3,442 4,696 5,723 Special charges and credits 77 135 3,478
1,696 554 Amortization of intangible assets - - 174 209 209 Total
operating expenses 3,626 3,647 8,212 8,258 8,243 Operating loss
from continuing operations 58 (932) (5,547) (5,314) (3,855)
Interest income 6 3 4 24 49 Other income (expense) 8 1,002 (85) 114
254 Income (loss) from continuing operations before provision for
income taxes 72 73 (5,628) (5,176) (3,552) Provision (benefit) for
income taxes 22 40 (2) 67 62 Net income (loss) from continuing
operations $50 $33 ($5,626) ($5,243) ($3,614) Net income (loss)
from discontinued operations 36 320 (3,831) (425) 2,058 Gain from
sale of discontinued operations, net of tax 1,547 - 21,606 - - Net
income (loss) $1,633 $353 $12,149 ($5,668) ($1,556) Basic and
diluted net income (loss) from continuing operations per share - -
($0.33) ($0.31) ($0.21) Basic and diluted net income (loss) from
discontinued operations per share - $0.02 ($0.22) ($0.02) $0.12
Basic and diluted net income from gain on sale of discontinued
operations per share $0.09 - $1.26 - - Basic and diluted net income
(loss) per share $0.09 $0.02 $0.71 ($0.33) ($0.09) Weighted average
basic shares 17,291 17,230 17,171 17,071 16,949 Weighted average
diluted shares 17,297 17,230 17,171 17,071 16,949 Net Sales
Information: Net Sales - by channel Direct $2,310 $1,685 $1,849
$1,625 $2,404 Distribution 5,760 5,550 5,195 7,410 8,070 Total net
sales $8,070 $7,235 $7,044 $9,035 $10,474 Net Sales - by region
America's $3,629 $2,840 $2,975 $3,569 $3,783 Asia (including Japan)
3,471 3,349 2,571 4,046 4,899 Europe 970 1,046 1,498 1,420 1,792
Total net sales $8,070 $7,235 $7,044 $9,035 $10,474 Selected Key
Metrics (as defined in our Form 10-Q and 10-K) Days sales
outstanding 38 27 22 28 22 Net sales to inventory ratio
(annualized) 8.6 8.7 7.0 8.0 7.5 Current ratio 2.8 2.6 2.6 1.5 1.6
Distributor weeks of inventory 12 12 18 13 12 Other Selected
Financial Metrics Depreciation and amortization $338 $318 $452 $466
$478 Stock based compensation $205 $226 $198 $467 $288 Capital
expenditures $141 $320 $107 $82 $78 Cash and cash equivalents
$35,998 $33,826 $32,230 $13,560 $16,899 Long term investments $375
$900 $1,100 $1,300 $1,450 Cash and long term investments $36,373
$34,726 $33,330 $14,860 $18,349 Short term debt - - $346 $693
$1,039 Cash and long term investments, net of debt $36,373 $34,726
$32,984 $14,168 $17,310 EBITDA, adjusted $687 $749 ($1,504)
($2,571) ($2,281) DATASOURCE: Zilog, Inc. CONTACT: Daniel Francisco
of Francisco Group, +1-916-812-8814, for Zilog, Inc. Web Site:
http://www.zilog.com/
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