Spreadtrum Communications, Inc. Announces Third Quarter 2013 Financial Results
SHANGHAI, Nov. 11, 2013 /PRNewswire-FirstCall/ -- Spreadtrum Communications, Inc. (Nasdaq: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today announced its unaudited financial results for the third quarter ended September 30, 2013.
THIRD QUARTER 2013 FINANCIAL SUMMARY:
- Total revenue was US$293.3 million, up 5.6% sequentially and 56.1% year-over-year (y-o-y).
- Gross profit was US$109.8 million, up 4.7% sequentially and 56.8% y-o-y. Gross margin was 37.5% compared to 37.8% in the prior quarter and 37.3% in 3Q12.
- Cash flow generated from operations was US$50.7 million, compared with US$47.6 million in the prior quarter and US$45.7 million in 3Q12.
- GAAP net income was US$35.7 million, up 2.4% sequentially and 53.4% y-o-y.
- GAAP net income per basic and diluted ADS was US$0.71 and US$0.64, respectively, remaining stable from the prior quarter and up from US$0.50 and US$0.44, respectively, in 3Q12.
- Non-GAAP net income was US$41.2 million, down 20.5% sequentially and up 40.5% y-o-y. Non-GAAP net income per diluted ADS was US$0.74, a decrease from US$0.95 in the prior quarter and an increase from US$0.56 in 3Q12.
THIRD QUARTER 2013 BUSINESS HIGHLIGHTS:
- Achieved a new record in quarterly revenue, with sequential growth in shipments of both single-core and dual-core smartphone chipsets;
- Introduced our first WCDMA/HSPA+ smartphone chipset, the SC7710, now shipping in commercially launched smartphones for the global market. Passed acceptance test with European operator for download speeds of 21Mbps;
- Began commercially shipping our quad-core smartphone chipset supporting both TD-SCDMA and WCDMA/HSPA+ standards;
- Increased shipments of 2.5G feature phone chipsets, achieving 100% Bluetooth and FM attachment rate, and introduced WiFi connectivity chipsets to the open market.
Commenting on the third quarter 2013 results, Chairman and CEO Dr. Leo Li said, "In the third quarter we achieved a new record for revenue with growth in both single-core and dual-core chipsets for low cost smartphones. We further expanded our market reach with the launch of our WCDMA/HSPA+ smartphone chipset for the global market. This chipset is now shipping in commercially available handsets for China and overseas markets, and has been qualified by a European operator for download speeds of 21Mbps. We also began shipments of our quad-core smartphone chipset supporting both TD-SCDMA and WCDMA/HSPA+ to major handset makers, which is enabling us to serve higher value smartphone segments. In addition, our shipments of feature phone chipsets increased, and 100% of our feature phone chipsets now ship with integrated Bluetooth."
Further commenting on the financial results, Spreadtrum CFO Shannon Gao added, "In the third quarter, our gross profit and operating margin continued to improve with our top-line growth. Our inventory grew sequentially to support the expansion of our product portfolio to new 2.5G feature phone chipsets, dual-core and quad-core smartphone chipsets, WCDMA/HSPA+ and connectivity chipsets, and to prepare for fourth quarter demand for these and other products."
THIRD QUARTER 2013 FINANCIAL REVIEW:
Revenue
Revenue in 3Q13 totaled US$293.3 million, up 5.6% from US$277.8 million in 2Q13 and up 56.1% from US$187.9 million in 3Q12. In 3Q13, smartphone products accounted for 73% of chipset revenue, and feature phone, modem and other products accounted for 27% of chipset revenue. In 2Q13, smartphone products accounted for 75% of chipset revenue, and feature phone, modem and other products accounted for 25% of chipset revenue.
Gross Profit and Margin
Gross profit for the quarter was US$109.8 million, up 4.7% from US$104.9 million in 2Q13 and up 56.8% from US$70.1 million in 3Q12. Gross margin for the quarter was 37.5%, down from 37.8% in 2Q13 and up from 37.3% in 3Q12. Non-GAAP gross margin, adjusted to exclude share-based compensation expenses, was 37.6%, down from 38.0% in 2Q13 and up from 37.4% in 3Q12.
Cost of revenue in 3Q13 totaled US$183.5 million, an increase of 6.1% from the previous quarter and 55.7% from 3Q12.
Operating Expense and Margin
The Company's operating margin for the quarter was 13.4%, up from 12.9% in the previous quarter and remaining the same as 3Q12. The sequential increase in operating margin was primarily due to lower research and development (R&D) expenses as a percentage of revenue. Non-GAAP operating margin, adjusted to exclude share-based compensation expenses was 15.3% in 3Q13, compared to 19.0% in 2Q13 and 16.6% in 3Q12.
Total operating expenses in 3Q13, including R&D expenses and selling, general and administrative (SG&A) expenses, were US$70.5 million, an increase from US$69.2 million in 2Q13 and US$44.9 million in 3Q12.
R&D expenses decreased 2.6% sequentially and increased 58.1% year-over-year to US$57.6 million in 3Q13. The sequential decrease in R&D expenses was primarily due to a decrease in employee compensation expenses including share-based compensation and an increase in recognized R&D subsidies, partially offset by increases in new product development engineering expenses and depreciation and amortization expenses. The year-over-year increase in R&D expenses was primarily due to increases in employee compensation expenses, new product development engineering expenses and depreciation and amortization expenses, and a decrease in recognized R&D subsidies.
SG&A expenses increased 28.5% sequentially and 51.2% year-over-year to US$12.8 million in 3Q13. The sequential increase in SG&A expenses was primarily due to an increase in professional expenses and legal fees related to the buy-out deal, partially offset by a decrease in share-based compensation. The year-over-year increase in SG&A expenses was primarily due to an increase in employee compensation expenses including share-based compensation and professional expenses and legal fees related to the buy-out deal.
Non-Operating Income
In 3Q13, the Company recorded interest income of US$0.8 million, down from US$1.4 million in the previous quarter and from US$1.5 million in 3Q12. Interest expense in 3Q13 was US$1.2 million, up from US$1.0 million in the previous quarter and from US$1.1 million in 3Q12. Other income (net) in 3Q13 was a loss of US$0.1 million, compared to a gain of US$1.5 million in 2Q13 and a loss of US$0.2 million in 3Q12. Other income (net) mainly represented net foreign exchange gains and losses.
Net Income
The Company's net income totaled US$35.7 million in 3Q13, compared to US$34.8 million in 2Q13 and US$23.2 million in 3Q12. The sequential increase in net income was primarily due to the increase in gross profit. Net margin was 12.2%, down from 12.5% in 2Q13 and from 12.4% in 3Q12. Basic and diluted income per ADS were US$0.71 and US$0.64, respectively, in 3Q13, compared to US$0.71 and US$0.64, respectively, in 2Q13, and US$0.50 and US$0.44, respectively, in 3Q12.
Excluding share-based compensation expenses, the Company's non-GAAP net income for 3Q13 was US$41.2 million, down from a non-GAAP net income of US$51.8 million in 2Q13 and up from US$29.3 million in 3Q12. Diluted non-GAAP net income per ADS in 3Q13 was US$0.74, compared with US$0.95 per ADS in the prior quarter and US$0.56 per diluted ADS in 3Q12.
Balance Sheet and Cash Flow
As of September 30, 2013, the total balance of cash and cash equivalents and term deposit with maturity dates over 90 days was US$139.7 million, compared to US$201.7 million as of June 30, 2013. Restricted cash as of September 30, 2013 was US$188.7 million including US$113.9 million pledged for bank loans and US$74.8 million as security deposit for the buy-out deal. In 3Q13, the Company generated US$50.7 million in cash from operating activities and used US$33.3 million on intangible assets, US$5.2 million on property and equipment and US$1.0 million on equity investments.
Accounts receivable decreased by US$13.5 million from US$73.6 million as of June 30, 2013 to US$60.1 million as of September 30, 2013. Average accounts receivable days, calculated based on quarterly average accounts receivable divided by quarterly revenue and multiplied by number of days in the quarter, remained stable at 21 days. Inventory as of September 30, 2013 was US$321.4 million, an increase of US$86.4 million from June 30, 2013. Inventory days, calculated based on quarterly average inventory (excluding deferred cost) divided by quarterly cost of goods sold and multiplied by number of days in the quarter, increased from 101 days in 2Q13 to 140 days in 3Q13. The increase in inventory is to support the expansion of our product portfolio expansion to new 2.5G feature phone chipsets, dual-core and quad-core smartphone chipsets, WCDMA chipsets and connectivity chipsets, and to prepare for fourth quarter demand for these and other products. Deferred cost, which consists of products that have shipped to customer where the rights and obligations of ownership have passed to customers but revenue has not yet been recognized due to pending customer acceptance, increased from US$12.6 million as of June 30, 2013 to US$13.6 million as of September 30, 2013. We plan to completely step down the use of customer acceptance program in 4Q13. Total assets as of September 30, 2013 were US$1,048.2 million, up US$108.1 million from US$940.1 million as of June 30, 2013. The increase in total assets was primarily attributable to increases of US$86.4 million in inventory, US$48.8 million in restricted cash and US$27.8 million in intangible assets, offset by decreases of US$62.0 million in cash and US$13.5 million in accounts receivable.
Current liabilities increased from US$420.0 million as of June 30, 2013 to US$531.0 million as of September 30, 2013, primarily due to increases of US$91.3 million in accounts payable, US$23.2 million in short-term bank loans and US$15.0 million in accrued expenses, offset by a decrease of US$17.5 million in advances from customers. Long-term liabilities as of September 30, 2013 were US$13.8 million, compared to US$60.8 million as of June 30, 2013, primarily due to a US$50.0 million loan transferred from long-term loan to short-term loan.
WEBCAST OF CONFERENCE CALL:
The Company's senior management will host a conference call at 8:00 pm (U.S Eastern) / 5:00 pm (U.S Pacific) on Monday, November 11, 2013, which is 9:00 am on Tuesday, November 12, 2013 in Hong Kong to discuss the financial results and recent business activities. The conference call may be accessed by calling:
Toll |
|
- United States/International - United Kingdom |
+1 845 675 0437 +44 20 3059 8139 |
- Hong Kong |
+852 2475 0994 |
- Singapore - China |
+65 672 39381 +86 4006208038 or +86 8008190121 |
Participant Passcode |
"SPRD" or "Spreadtrum" |
A telephone replay will be available shortly after the call until November 18, 2013 at (US Toll / International) +1 646 254 3697 or (Hong Kong) +852 3051 2780, passcode: 87818369.
A live webcast of the conference call and replay, along with an accompanying quarterly results presentation, will be available in the investor relations section of the Company's website.
DISCUSSION OF NON-GAAP FINANCIAL MEASURES:
In addition to disclosing financial results prepared in accordance with US GAAP, the Company's earnings release contains non-GAAP financial measures that exclude the effects of share-based compensation and other non-recurring items. The non-GAAP financial measures used by management and disclosed by the Company exclude the income statement effects of all forms of share-based compensation.
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for financial measures prepared in accordance with US GAAP. The financial results reported in accordance with US GAAP and reconciliation of GAAP to non-GAAP results should be carefully evaluated. The non-GAAP financial measures used by the Company may be prepared differently from and, therefore, may not be comparable to similarly titled measures used by other companies.
The Company provides the presentation of non-GAAP gross margin, non- GAAP operating margin, non-GAAP net income, and non-GAAP diluted earnings per ADS, all excluding share-based compensation expenses. The Company believes that these non-GAAP financial measures provide important supplemental information to management and investors regarding financial and business trends relating to the Company's financial condition and results of operations. The non-GAAP diluted earnings per ADS are calculated by dividing non-GAAP net income by the US GAAP weighted average diluted shares outstanding.
Spreadtrum Communications, Inc. Condensed Consolidated Income Statements (in thousands of US dollars, except per share data and percentages) (unaudited) |
||||||||
Three months ended |
||||||||
September 30 |
June 30 |
September 30 |
change from |
|||||
2012 |
2013 |
2013 |
2Q13 |
3Q12 |
||||
Revenue from third parties |
185,505 |
277,810 |
293,320 |
5.6% |
58.1% |
|||
Revenue from a related party |
2,367 |
- |
- |
- |
-100.0% |
|||
Total revenue |
187,872 |
277,810 |
293,320 |
5.6% |
56.1% |
|||
Cost of revenue |
117,810 |
172,885 |
183,472 |
6.1% |
55.7% |
|||
Gross profit |
70,062 |
104,925 |
109,848 |
4.7% |
56.8% |
|||
Operating expenses |
||||||||
Research & development |
36,461 |
59,205 |
57,649 |
-2.6% |
58.1% |
|||
Selling, general and administrative |
8,475 |
9,972 |
12,816 |
28.5% |
51.2% |
|||
Total operating expenses |
44,936 |
69,177 |
70,465 |
1.9% |
56.8% |
|||
Operating income |
25,126 |
35,748 |
39,383 |
10.2% |
56.7% |
|||
Non-operating income (expense) |
||||||||
Interest income |
1,530 |
1,379 |
824 |
-40.2% |
-46.1% |
|||
Interest expense |
(1,058) |
(976) |
(1,161) |
19.0% |
9.7% |
|||
Other income(expense), net |
(196) |
1,510 |
(101) |
-106.7% |
-48.5% |
|||
Total non-operating income (loss) |
276 |
1,913 |
(438) |
-122.9% |
-258.7% |
|||
Income before income tax and equity in loss of |
25,402 |
37,661 |
38,945 |
3.4% |
53.3% |
|||
Income tax expense |
(2,288) |
(2,585) |
(3,622) |
40.1% |
58.3% |
|||
Equity in income (loss) of affiliates, net of taxes |
(119) |
(251) |
327 |
-230.3% |
-374.8% |
|||
Net income |
22,995 |
34,825 |
35,650 |
2.4% |
55.0% |
|||
Net loss attributable to non-controlling interest |
241 |
- |
- |
- |
-100.0% |
|||
Net income attributable to Spreadtrum |
23,236 |
34,825 |
35,650 |
2.4% |
53.4% |
|||
Income per ADS, basic |
0.50 |
0.71 |
0.71 |
|||||
Income per ADS, diluted |
0.44 |
0.64 |
0.64 |
|||||
Margin analysis: |
||||||||
Gross margin |
37.3% |
37.8% |
37.5% |
|||||
Operating margin |
13.4% |
12.9% |
13.4% |
|||||
Net margin |
12.4% |
12.5% |
12.2% |
|||||
Weighted average ADS equivalent: [1] |
||||||||
Basic |
46,876,567 |
49,251,777 |
50,273,426 |
|||||
Diluted |
52,412,164 |
54,075,395 |
55,449,001 |
|||||
ADS equivalent outstanding at end of period |
47,280,006 |
49,841,210 |
50,593,990 |
|||||
[1] Assumes all outstanding ordinary shares are represented by ADSs. Each ADS represents three ordinary shares. |
Spreadtrum Communications, Inc. |
||||
Condensed Consolidated Income Statements |
||||
(in thousands of US dollars, except per share data and percentages) |
||||
(unaudited) |
||||
Nine Months ended |
||||
September 30, |
September 30, |
|||
2012 |
2013 |
Change |
||
Revenue from third parties |
517,691 |
760,149 |
46.8% |
|
Revenue from a related party |
4,425 |
- |
-100.0% |
|
Total revenue |
522,116 |
760,149 |
45.6% |
|
Cost of revenue |
326,564 |
474,872 |
45.4% |
|
Gross profit |
195,552 |
285,277 |
45.9% |
|
Operating expenses |
||||
Research & development |
98,227 |
156,362 |
59.2% |
|
Selling, general and administrative |
22,843 |
31,234 |
36.7% |
|
Total operating expenses |
121,070 |
187,596 |
54.9% |
|
Operating income |
74,482 |
97,681 |
31.1% |
|
Non-operating income(expense) |
||||
Interest income |
5,410 |
3,357 |
-37.9% |
|
Interest expense |
(3,311) |
(3,067) |
-7.4% |
|
Other income(expense), net |
(302) |
1,123 |
-471.9% |
|
Total non-operating income |
1,797 |
1,413 |
-21.4% |
|
Income before income tax and equity in loss of affiliates |
76,279 |
99,094 |
29.9% |
|
Income tax expense |
(8,361) |
(8,006) |
-4.2% |
|
Equity in loss of affiliates, net of taxes |
(229) |
(358) |
56.3% |
|
Net income |
67,689 |
90,730 |
34.0% |
|
Net loss attributable to non-controlling interest |
755 |
- |
-100.0% |
|
Net income attributable to Spreadtrum Communications, Inc. |
68,444 |
90,730 |
32.6% |
|
Income per ADS, basic |
1.48 |
1.84 |
24.3% |
|
Income per ADS, diluted |
1.32 |
1.66 |
25.8% |
|
Margin analysis: |
||||
Gross margin |
37.5% |
37.5% |
||
Operating margin |
14.3% |
12.9% |
||
Net margin |
13.1% |
11.9% |
||
Weighted average ADS equivalent: [1] |
||||
Basic |
46,360,713 |
49,330,622 |
||
Diluted |
51,742,605 |
54,632,144 |
||
[1] Assumes all outstanding ordinary shares are represented by ADSs. Each ADS represents three ordinary shares |
Spreadtrum Communications, Inc. Condensed Consolidated Balance Sheets (in thousands of US dollars) (unaudited) |
|||||
As of |
|||||
September 30, |
June 30, |
September 30, |
|||
2012 |
2013 |
2013 |
|||
ASSETS |
|||||
Current assets |
|||||
Cash and cash equivalents |
157,441 |
167,487 |
139,715 |
||
Restricted cash |
17,849 |
85,121 |
188,658 |
||
Short-term deposit |
32,583 |
34,211 |
- |
||
Accounts receivable, net |
19,261 |
73,551 |
60,140 |
||
Inventories |
124,466 |
235,015 |
321,384 |
||
Deferred cost |
16,202 |
12,597 |
13,611 |
||
Deferred tax assets |
3,147 |
2,492 |
2,505 |
||
Prepaid expenses and other current assets |
16,989 |
48,570 |
60,855 |
||
Total current assets |
387,938 |
659,044 |
786,868 |
||
Property and equipment, net |
50,373 |
52,012 |
56,681 |
||
Acquired intangible assets, net |
74,451 |
72,740 |
100,500 |
||
Equity investment |
50,538 |
55,683 |
58,435 |
||
Deferred tax assets |
818 |
775 |
776 |
||
Goodwill |
38,908 |
38,908 |
39,016 |
||
Long-term restricted cash |
63,343 |
54,704 |
- |
||
Indemnification assets |
5,567 |
3,412 |
3,412 |
||
Other long-term assets |
4,461 |
2,817 |
2,481 |
||
Total assets |
676,397 |
940,095 |
1,048,169 |
||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||
Current liabilities |
|||||
Short-term loans and current portion of a long-term loan |
14,113 |
90,930 |
114,114 |
||
Accounts payable |
133,568 |
173,391 |
264,656 |
||
Advances from customers |
28,383 |
73,149 |
55,647 |
||
Income tax payable |
13,356 |
15,281 |
14,366 |
||
Accrued expenses and other current liabilities |
48,536 |
67,238 |
82,209 |
||
Total current liabilities |
237,956 |
419,989 |
530,992 |
||
Long-term loan |
69,949 |
50,000 |
- |
||
Other long-term obligations |
5,349 |
5,765 |
8,780 |
||
Long-term tax liabilities |
5,567 |
3,412 |
3,412 |
||
Deferred tax liabilities |
1,612 |
1,612 |
1,612 |
||
Total long term liabilities |
82,477 |
60,789 |
13,804 |
||
Total liabilities |
320,433 |
480,778 |
544,796 |
||
Non-controlling shareholder interest |
1,617 |
396 |
396 |
||
Shareholders' equity |
354,347 |
458,921 |
502,977 |
||
Total liabilities and shareholders' equity |
676,397 |
940,095 |
1,048,169 |
||
Spreadtrum Communications, Inc. Reconciliation of GAAP to Non-GAAP Results (in thousands of US dollars, except per share data and percentages) (unaudited) |
|||
Three Months ended |
|||
September 30, |
June 30, |
September 30, |
|
2012 |
2013 |
2013 |
|
Cost of revenue |
117,810 |
172,885 |
183,472 |
Adjustment for share-based compensation |
(135) |
(560) |
(164) |
Cost of revenue (non-GAAP) |
117,675 |
172,325 |
183,308 |
Operating income |
25,126 |
35,748 |
39,383 |
Adjustment for share-based compensation within: Cost of revenue |
135 |
560 |
164 |
Research and development |
4,404 |
13,188 |
3,783 |
Selling, general, and administrative |
1,541 |
3,214 |
1,597 |
Operating income (non-GAAP) |
31,206 |
52,710 |
44,927 |
Net income |
23,236 |
34,825 |
35,650 |
Adjustment for share-based compensation within: Cost of revenue |
135 |
560 |
164 |
Research and development |
4,404 |
13,188 |
3,783 |
Selling, general, and administrative |
1,541 |
3,214 |
1,597 |
Net income (non-GAAP)* |
29,316 |
51,787 |
41,194 |
Net income per ADS, diluted |
0.44 |
0.64 |
0.64 |
Adjustment for share-based compensation |
0.12 |
0.31 |
0.10 |
Net income per ADS, diluted (non-GAAP)* |
0.56 |
0.95 |
0.74 |
Gross margin |
37.3% |
37.8% |
37.5% |
Adjustment for share-based compensation |
0.1% |
0.2% |
0.1% |
Gross margin (non-GAAP) |
37.4% |
38.0% |
37.6% |
Operating margin |
13.4% |
12.9% |
13.4% |
Adjustment for share-based compensation |
3.2% |
6.1% |
1.9% |
Operating margin (non-GAAP)* |
16.6% |
19.0% |
15.3% |
Net margin |
12.4% |
12.5% |
12.2% |
Adjustment for share-based compensation |
3.2% |
6.1% |
1.9% |
Net margin (non-GAAP)* |
15.6% |
18.6% |
14.1% |
Operating expenses |
44,936 |
69,177 |
70,465 |
Adjustment for share-based compensation: |
|||
Research and development |
(4,404) |
(13,188) |
(3,783) |
Selling, general and administrative |
(1,541) |
(3,214) |
(1,597) |
Operating expenses (non-GAAP) |
38,991 |
52,775 |
65,085 |
* There is no tax effect resulting from these adjustment items. |
ABOUT SPREADTRUM COMMUNICATIONS, INC.
Spreadtrum Communications, Inc. (NASDAQ:SPRD; "Spreadtrum") is a fabless semiconductor company that develops mobile chipset platforms for smartphones, feature phones and other consumer electronics products, supporting 2G, 3G and 4G wireless communications standards. Spreadtrum's solutions combine its highly integrated, power-efficient chipsets with customizable software and reference designs in a complete turnkey platform, enabling customers to achieve faster design cycles with a lower development cost. Spreadtrum's customers include global and China-based manufacturers developing mobile products for consumers in China and emerging markets around the world. For more information, visit www.spreadtrum.com.
SAFE HARBOR STATEMENT:
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding the Company's ability to serve higher value smartphone segments. The Company uses words like "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These statements are forward-looking in nature and involve risks and uncertainties that may cause actual market trends and the Company's actual results to differ materially from those expressed or implied in these forward-looking statements for a variety of reasons. Potential risks and uncertainties include, but are not limited to, continuing competitive pressure in the semiconductor industry and the effect of such pressure on prices; unpredictable changes in technology and consumer demand for mobile phones; the rate at which the market adoption of TD-SCDMA technology will grow; the Company's ability to sustain recent rates of growth and its dominant market share position in TD-SCDMA market; market acceptance of the Company's smartphone products and WCDMA products; the state of and any change in the Company's relationship with its major domestic and international customers and Chinese government agencies; and changes in political, economic, legal and social conditions in China. For additional discussion of these risks and uncertainties and other factors, please consider the information contained in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC") and the annual report on Form 20-F filed on April 26, 2013 especially the section under "Risk Factors" and such other documents that the Company may file with the SEC from time to time, including on Form 6-K. The Company assumes no obligation to update any forward-looking statements, which apply only as of the date of this press release, and does not intend to update any forward-looking statement whether as a result of new information, future events or otherwise except as required by law.
SOURCE Spreadtrum Communications, Inc.
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