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E2open Announces Fiscal First Quarter 2022 Financial Results

Strong Momentum Drives Conviction in Long Term Organic Growth Acceleration

Reaffirms Fiscal Year 2022 Guidance of 10% Organic Revenue Growth

E2open Parent Holdings, Inc. (NYSE: ETWO), a leading network-based provider of 100% cloud-based, mission-critical, end-to-end supply chain management software, today announced financial results for its fiscal first quarter 2022 ended May 31, 2021.

“We had a very strong start to our fiscal year 2022, with strong revenue, gross margin, and EBITDA performance as well as subscriptions bookings,” said Michael Farlekas, president and chief executive officer at E2open. “We exceeded our plan on the operating metrics of revenue, gross margin, EBITDA margin, and gross and net bookings. In addition, we announced the transformational and accretive acquisition of BluJay Solutions, a strategic partnership with Dun & Bradstreet, and formed a strategic partnership with a leader in US healthcare procurement and supply chain.”

“We are pleased with our strong financial results for our first quarter, and given the forward revenue visibility of the business, we remain confident that our fiscal year 2022 organic revenue growth will be 10 percent as we have projected and be in excess of 10% in that back half of this year,” said Farlekas.

“In addition, we are very excited to welcome the BluJay team and clients to E2open at closing, which is anticipated to occur in the calendar year third quarter,” said Farlekas.

Fiscal First Quarter 2022 Financial Highlights

NOTE: Non-GAAP revenue adds back amortization of the fair value adjustment to deferred revenue resulting from the business combination with CC Neuberger Principal Holdings I (CCNB1) as required by GAAP. The Company is adding this back to provide better comparability in the calculation of our organic growth rate.

  • Revenue: Total GAAP revenue for fiscal first quarter 2022 reached $66.3 million, a decrease of 20.2% from $83.1 million in the fiscal first quarter of 2021. Total non-GAAP revenue was $88.8 million, an increase of 6.9% compared to $83.1 million in the fiscal first quarter of 2021.



    Subscription revenue for the fiscal first quarter of 2022 was $51.0 million compared to $69.6 million in the prior year period. Fiscal first quarter 2022 non-GAAP subscription revenue was up 5.6% to $73.5 million compared to $69.6 million from the prior fiscal first quarter.
  • Gross Profit: Gross profit for the fiscal first quarter of 2022 was $28.2 million, a decrease of 46.2% compared with $52.3 million in the same quarter of 2021. Non-GAAP gross profit for the fiscal first quarter of 2022 was $65.4 million, an increase of 10.2% compared to $59.4 million in the prior year's first quarter.
  • Gross Margin: Gross margin was 42.5% versus 63.0% in the fiscal first quarter of 2022 versus 2021, respectively. Non-GAAP gross margin was 73.7% versus 71.4% when compared to fiscal first quarter of 2021.
  • EBITDA: EBITDA for the fiscal first quarter of 2022 was a loss of $141.6 million compared with $20.2 million in the same quarter of 2021. Adjusted EBITDA was $29.2 million with a margin of 32.9%, an increase from $27.0 million in the fiscal first quarter 2021 with a margin of 32.4%.
  • Net Loss: Net loss for the fiscal first quarter of 2022 was $169.4 million compared with a net loss of $23.8 million in the same quarter of 2021.
  • Cash flow and Net debt: Net cash provided by operating activities was $39.3 million for the first quarter of fiscal 2022, compared to cash provided by operating activities of $29.8 million in the prior year period. Net debt as of May 31, 2021, as defined in the non-GAAP reconciliation Table II, was $296.4 million. E2open’s net debt forward leverage ratio is approximately 2.4 times adjusted EBITDA as of May 31, 2021 based on projected 2022 adjusted EBITDA.

 

Variance

(in millions)

Successor

Q1 2022

Predecessor

Q1 2021

%

 

 

 

 

Subscription Revenue

$51.0

 

$69.6

 

(26.7)%

Business Combination Adjustment (a)

22.5

 

-

 

-

Non-GAAP Subscription Revenue

73.5

 

69.6

 

5.6%

Professional Services Revenue

15.3

 

13.5

 

13.3%

Non-GAAP Revenue

$88.8

 

$83.1

 

6.9%

 

 

 

 

 

Gross Profit

$28.2

 

$52.3

 

(46.2)%

Gross Profit Margin

42.5%

 

63.0%

 

 

Non-GAAP Gross Profit

$65.4

 

$59.4

 

10.2%

Non-GAAP Gross Profit Margin (b)

73.7%

 

71.4%

 

 

 

 

 

 

 

Adjusted EBITDA

$29.2

 

$27.0

 

8.3%

Adjusted EBITDA Margin (c)

32.9%

 

32.4%

 

 

 

Footnotes (see reconciliation table for GAAP to non-GAAP metrics)

(a)

Amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the CCNB1 combination.

(b)

Calculated utilizing non-GAAP gross profit as a percentage of non-GAAP revenue.

(c)

Calculated utilizing adjusted EBITDA as a percentage of non-GAAP revenue.

 

 

Recent Business Highlights

  • E2open recently announced the acquisition of BluJay Solutions, a leading cloud-based, logistics execution platform, which is anticipated to close during the third calendar quarter of 2021. The combination will provide more robust capabilities in the areas of global trade and transportation management driving value to our customers while accelerating our long-term growth.
  • As a component of E2open’s growth levers, the Company has entered into strategic partnership agreements with Dun & Bradstreet and a leader in healthcare procurement and supply chain. These agreements will leverage each company’s unique capabilities and utilize E2open’s platform and network to expand the Company’s market reach.
  • E2open announced a large new logo win with Tesco, the leading UK retailer, representing a significant start to a strategic relationship with Tesco.
  • E2open’s new account logo sales team continues to augment our current go to market strategy focused on our existing client base. The combination with BluJay Solutions will strengthen the cross-sell, upsell opportunity and significantly accelerate our new logo sales initiative.

Financial Outlook for Fiscal Year 2022

As of July 14, 2021, E2open is reaffirming its guidance for its full fiscal year 2022, which ends February 28, 2022, as follows:

  • Total non-GAAP revenue is expected to be in the range of $369 million to $371 million.
  • Non-GAAP gross profit is expected to be in the range of $268 million to $270 million.
  • Adjusted EBITDA is expected to be in the range of $120 million to $122 million.
  • These estimates reflect approximately 10% organic revenue growth and an adjusted gross margin in the range of 72 to 73%.

Quarterly Conference Call

E2open will host a video webinar today at 5:00 p.m. ET to discuss fiscal first quarter 2022 financial results, in addition to discussing the Company’s outlook for the full fiscal year 2022. The video webinar will be available live on the Investor Relations section of the Company's website at www.e2open.com. A replay will be available within 12 hours after the conclusion of the live event.

About E2open

At E2open, we’re creating a more connected, intelligent supply chain. It starts with sensing and responding to real-time demand, supply and delivery constraints. Bringing together data from clients, distribution channels, suppliers, contract manufacturers and logistics partners, our collaborative and agile supply chain platform enables companies to use data in real time, with artificial intelligence and machine learning to drive smarter decisions. All this complex information is delivered in a single view that encompasses your demand, supply and logistics ecosystems. E2open is changing everything. Demand. Supply. Delivered.TM Visit www.e2open.com.

E2open and the E2open logo are registered trademarks of E2open, LLC. Demand. Supply. Delivered. is a trademark of E2open, LLC.

Non-GAAP Financial Measures

This press release includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including non-GAAP revenue, non-GAAP subscription revenue, adjusted EBITDA, adjusted EBITDA margin, non-GAAP gross profit, non-GAAP net income, net debt, and non-GAAP gross margin. These non-GAAP financial measures are not a measure of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity, or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly titled measures used by other companies.

The Company believes this non-GAAP measure of financial results provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures.

Safe Harbor Statement

Certain statements in this press release are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company's future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about the Company's expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "outlook," "guidance" or the negative of those terms or other comparable terminology.

Please see the Company's documents filed or to be filed with the Securities and Exchange Commission, including the annual report filed on Form 10-K, and any amendments thereto for a discussion of certain important risk factors that relate to forward-looking statements contained in this press release. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company's control. These and other important factors may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

 

May 31, 2021

 

 

 

May 31, 2020

 

Revenue

 

 

 

 

 

 

 

 

 

Subscriptions

 

$

51,034

 

 

 

$

69,604

 

Professional services

 

 

15,293

 

 

 

 

13,520

 

Total revenue

 

 

66,327

 

 

 

 

83,124

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

16,508

 

 

 

 

14,138

 

Professional services

 

 

10,140

 

 

 

 

11,095

 

Amortization of acquired intangible assets

 

 

11,511

 

 

 

 

5,561

 

Total cost of revenue

 

 

38,159

 

 

 

 

30,794

 

Gross Profit

 

 

28,168

 

 

 

 

52,330

 

Operating Expenses

 

 

 

 

 

 

 

 

 

Research and development

 

 

15,701

 

 

 

 

14,631

 

Sales and marketing

 

 

12,514

 

 

 

 

12,310

 

General and administrative

 

 

13,717

 

 

 

 

9,764

 

Acquisition-related expenses

 

 

9,778

 

 

 

 

3,368

 

Amortization of acquired intangible assets

 

 

3,830

 

 

 

 

8,467

 

Total operating expenses

 

 

55,540

 

 

 

 

48,540

 

(Loss) income from operations

 

 

(27,372

)

 

 

 

3,790

 

Other (expense) income

 

 

 

 

 

 

 

 

 

Interest and other expense, net

 

 

(4,903

)

 

 

 

(19,372

)

Change in tax receivable agreement liability

 

 

(2,499

)

 

 

 

 

Loss from change in fair value of warrant liability

 

 

(59,943

)

 

 

 

 

Loss from change in fair value of contingent consideration

 

 

(73,260

)

 

 

 

 

Total other expenses

 

 

(140,605

)

 

 

 

(19,372

)

Loss before income tax benefit

 

 

(167,977

)

 

 

 

(15,582

)

Income tax expense

 

 

(1,378

)

 

 

 

(8,170

)

Net loss

 

 

(169,355

)

 

 

$

(23,752

)

Less: Net loss attributable to noncontrolling interest

 

 

(27,097

)

 

 

 

 

 

Net loss attributable to E2open Parent Holdings, Inc.

 

$

(142,258

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to E2open Parent Holdings, Inc.

common shareholders per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.76

)

 

 

 

 

 

Diluted

 

$

(0.76

)

 

 

 

 

 

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

Successor

 

(In thousands, except share amounts)

 

May 31, 2021

 

 

February 28, 2021

 

 

 

(unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

220,748

 

 

$

194,717

 

Restricted cash

 

 

11,815

 

 

 

12,825

 

Accounts receivable - net of allowance of $514 and $908, respectively

 

 

60,641

 

 

 

112,657

 

Prepaid expenses and other current assets

 

 

12,091

 

 

 

12,643

 

Total current assets

 

 

305,295

 

 

 

332,842

 

Long-term investments

 

 

226

 

 

 

224

 

Goodwill

 

 

2,630,941

 

 

 

2,628,646

 

Intangible assets, net

 

 

809,875

 

 

 

824,851

 

Property and equipment, net

 

 

47,045

 

 

 

44,198

 

Operating lease right-of-use assets

 

 

21,048

 

 

 

 

Other noncurrent assets

 

 

8,654

 

 

 

7,416

 

Total assets

 

$

3,823,084

 

 

$

3,838,177

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

56,163

 

 

$

70,233

 

Incentive program payable

 

 

11,815

 

 

 

12,825

 

Deferred revenue

 

 

98,299

 

 

 

89,691

 

Acquisition-related obligations

 

 

2,000

 

 

 

2,000

 

Current portion of notes payable

 

 

4,110

 

 

 

4,405

 

Current portion of operating lease obligations

 

 

5,064

 

 

 

 

Current portion of financing lease obligations

 

 

3,961

 

 

 

4,827

 

Total current liabilities

 

 

181,412

 

 

 

183,981

 

Long-term deferred revenue

 

 

1,484

 

 

 

482

 

Operating lease obligations

 

 

16,551

 

 

 

 

Financing lease obligations

 

 

5,691

 

 

 

6,588

 

Notes payable

 

 

503,266

 

 

 

502,800

 

Tax receivable agreement liability

 

 

52,614

 

 

 

50,114

 

Warrant liability

 

 

128,715

 

 

 

68,772

 

Contingent consideration

 

 

224,068

 

 

 

150,808

 

Deferred taxes

 

 

396,735

 

 

 

396,217

 

Other noncurrent liabilities

 

 

1,027

 

 

 

1,057

 

Total liabilities

 

 

1,511,563

 

 

 

1,360,819

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Class A common stock (Successor); $0.0001 par value, 2,500,000,000 shares authorized; 187,051,142 issued and outstanding as of May 31, 2021 and February 28, 2021

 

 

19

 

 

 

19

 

Class V common stock (Successor); $0.0001 par value; 40,000,000 shares authorized; 35,636,680 issued and outstanding as of May 31, 2021 and February 28, 2021

 

 

 

 

 

 

Series B-1 common stock (Successor); $0.0001 par value; 9,000,000 shares authorized; 8,120,367 issued and outstanding as of May 31, 2021 and February 28, 2021

 

 

 

 

 

 

Series B-2 common stock (Successor); $0.0001 par value; 4,000,000 shares authorized; 3,372,184 issued and outstanding as of May 31, 2021 and February 28, 2021

 

 

 

 

 

 

Additional paid-in capital

 

 

2,073,249

 

 

 

2,071,206

 

Accumulated other comprehensive income

 

 

3,863

 

 

 

2,388

 

(Accumulated deficit) retained earnings

 

 

(131,458

)

 

 

10,800

 

Total E2open Parent Holdings, Inc. equity

 

 

1,945,673

 

 

 

2,084,413

 

Noncontrolling interest

 

 

365,848

 

 

 

392,945

 

Total stockholders’ equity

 

 

2,311,521

 

 

 

2,477,358

 

Total liabilities and stockholders’ equity

 

$

3,823,084

 

 

$

3,838,177

 

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

(In thousands)

 

May 31, 2021

 

 

 

May 31, 2020

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net loss

 

$

(169,355

)

 

 

$

(23,752

)

Adjustments to reconcile net loss to net cash from operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

20,205

 

 

 

 

16,978

 

Amortization of deferred commissions

 

 

158

 

 

 

 

987

 

Amortization of debt issuance costs

 

 

667

 

 

 

 

1,079

 

Amortization of operating lease right-of-use assets

 

 

1,372

 

 

 

 

 

Share-based and unit-based compensation

 

 

2,043

 

 

 

 

2,046

 

Change in tax receivable agreement liability

 

 

2,499

 

 

 

 

 

Loss from change in fair value of warrant liability

 

 

59,943

 

 

 

 

 

Loss from change in fair value of contingent consideration

 

 

73,260

 

 

 

 

 

(Gain) loss on disposal of property and equipment

 

 

(187

)

 

 

 

32

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

52,016

 

 

 

 

62,606

 

Prepaid expenses and other current assets

 

 

552

 

 

 

 

(167

)

Other noncurrent assets

 

 

(1,399

)

 

 

 

(183

)

Accounts payable and accrued liabilities

 

 

(9,234

)

 

 

 

(8,387

)

Incentive program payable

 

 

(1,010

)

 

 

 

(8,679

)

Deferred revenue

 

 

9,611

 

 

 

 

(21,234

)

Changes in other liabilities

 

 

(1,875

)

 

 

 

8,505

 

Net cash provided by operating activities

 

 

39,266

 

 

 

 

29,831

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(12,385

)

 

 

 

(3,886

)

Net cash used in investing activities

 

 

(12,385

)

 

 

 

(3,886

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Proceeds from sale of membership units

 

 

 

 

 

 

1,788

 

Proceeds from indebtedness

 

 

 

 

 

 

284

 

Repayments of indebtedness

 

 

(153

)

 

 

 

(2,253

)

Repayments of financing lease obligations

 

 

(546

)

 

 

 

(421

)

Net cash used in financing activities

 

 

(699

)

 

 

 

(602

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(1,161

)

 

 

 

120

 

Net increase in cash, cash equivalents and restricted cash

 

 

25,021

 

 

 

 

25,463

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

207,542

 

 

 

 

48,428

 

Cash, cash equivalents and restricted cash at end of period

 

$

232,563

 

 

 

$

73,891

 

Reconciliation of cash, cash equivalents and restricted cash:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

220,748

 

 

 

$

53,637

 

Restricted cash

 

 

11,815

 

 

 

 

20,254

 

Total cash, cash equivalents and restricted cash

 

$

232,563

 

 

 

$

73,891

 

Supplemental Information - Cash Paid for:

 

 

 

 

 

 

 

 

 

Interest

 

$

5,192

 

 

 

$

17,408

 

Income taxes

 

 

462

 

 

 

 

333

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

 

Capital expenditures financed under financing lease obligations

 

$

 

 

 

$

2,643

 

Capital expenditures included in accounts payable and accrued liabilities

 

 

1,933

 

 

 

 

78

 

Right-of-use assets obtained in exchange for operating lease obligations

 

 

22,420

 

 

 

 

 

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF NON-GAAP INFORMATION TABLE I

($ in millions)

(unaudited)

 

Successor

Predecessor

Three Months

Ended

May 31, 2021

Three Months

Ended

May 31, 2020

Subscriptions

$

51.0

 

$

69.6

 

Professional services

 

15.3

 

 

13.5

 

Revenue

 

66.3

 

 

83.1

 

Business combination adjustment (a)

 

22.5

 

 

-

 

Non-GAAP Revenue

 

88.8

 

 

83.1

 

 

Gross Profit

 

28.2

 

 

52.3

 

Adjustments

Business Combination Adjustment (a)

 

22.5

 

 

-

 

Depreciation expenses

 

2.6

 

 

1.2

 

Amortization of intangible assets

 

11.5

 

 

5.6

 

Share - based compensation (b)

 

0.3

 

 

0.2

 

Non-recurring/non-operating costs (c)

 

0.3

 

 

0.1

 

Non-GAAP Gross Profit

 

65.4

 

 

59.4

 

Gross profit margin

 

42.5

%

 

63.0

%

Non-GAAP Gross profit margin (d)

 

73.7

%

 

71.4

%

EBITDA

 

(141.6

)

 

20.2

 

Adjustments

Business Combination adjustment (a)

 

22.5

 

 

-

 

Change in fair value of financial instruments (e)

 

133.2

 

 

-

 

Change in tax receivable agreement (f)

 

2.5

 

 

-

 

Acquisition-related adjustments (g)

 

9.8

 

 

3.4

 

Non-recurring/non-operating costs (c)

 

0.4

 

 

1.1

 

Share - based compensation (b)

 

2.4

 

 

2.3

 

Adjusted EBITDA

 

29.2

 

 

27.0

 

EBITDA Margin

 

-213.5

%

 

24.3

%

Adjusted EBITDA Margin (h)

 

32.9

%

 

32.4

%

Footnotes

 

 

(a)

Amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the CCNB1 combination.

 

(b)

Reflects non-cash, long-term unit-based compensation expense, primarily related to senior management.

 

 

(c)

Primarily includes foreign currency exchange gain and losses and other non-recurring expenses such as systems integrations, legal entity simplification, advisory fees and expenses related to retention of key employees from acquisitions.

 

(d)

Calculated utilizing non-GAAP gross profit as a percentage of non-GAAP revenue.

 

(e)

Represents the fair value adjustment at each balance sheet date of the warrant liability related to the public, private placement and forward purchase warrants and the fair value adjustment at each balance sheet date of the contingent consideration liability related to the restricted Series B-1 and B-2 common stock and Sponsor Side Letter.

 

(f)

Represents the expense related to the change in the fair value of the tax receivable agreement liability, including interest.

 

(g)

Primarily includes advisory, consulting, accounting and legal expenses incurred in connection with mergers and acquisitions activities, including related valuation, negotiation and integration costs and capital-raising activities, including costs related to the acquisition of Amber Road, Inc., the Business Combination and the pending acquisition of BluJay.

 

(h)

 

Calculated utilizing adjusted EBITDA as a percentage of non-GAAP revenue.

 

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF NON-GAAP INFORMATION TABLE II

(in millions)

 

As of

May 31, 2021

 

(unaudited)

Current portion of notes payable and capital lease obligations

$8.1

Notes payable and financing lease obligations

$509.0

Adjusted for:

Cash and cash equivalents

$220.7

Net Debt as of Feb. 28, 2021

$296.4

 

Projected FY22 adjusted EBITDA

$120 - 122

 

Net Debt Forward Leverage Ratio (non-GAAP)

~2.4x

 

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