Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 13, 2024

 

INTELLINETICS, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada		001-41495		87-0613716
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S Employer Identification No.)

 

2190 Dividend Dr., Columbus, Ohio		43228
(Address of principal executive offices)		(Zip code)

 

Registrant’s telephone number, including area code: [phone]

 

Intellinetics, Inc.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		INLX		NYSE American

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On August 13, 2024, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information reported under this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Name of Exhibit
99.1		Press release issued by Intellinetics, Inc., on August 13, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	INTELLINETICS, INC.
	By:	/s/ James F. DeSocio
		James F. DeSocio
		President and Chief Executive Officer
Dated: August 13, 2024

 

 

 

Exhibit 99.1

 

 

 

Intellinetics Grows 2024 Revenues 9.0% for Second Quarter of 2024

 

SaaS Revenue Increases 9.6% and

Professional Services Revenue Increases 15.8% with GAAP Profitability

 

COLUMBUS, OH – August 13, 2024 – Intellinetics, Inc. (NYSE American: INLX), a digital transformation solutions provider, announced financial results for the three and six months ended June 30, 2024.

 

2024 Second Quarter Financial Highlights

 

	●	Total Revenue increased 9.0% over the same period in 2023; the growth in the second quarter was fully organic.
	●	Software as a Service revenue increased 9.6% over the same period in 2023.
		○	“IPAS” (IntelliCloud Payables Automation System) continued its commercialization; live reference accounts doubled to four in the quarter and they are running smoothly. An additional three are scheduled to go live in Q3 2024.
		○	Management believes IPAS will be the primary driver of the Company’s SAAS growth going forward.
	●	Professional services revenue increased 15.8% over the same period in 2023.
	●	Net income was $75,050, or $0.02 net income per basic and fully diluted share, compared to net income of $135,734, or $0.03 per basic and fully diluted share, for the same period in 2023.
	●	Adjusted EBITDA increased 7.1% to $698,217, compared to $651,646 for the same period in 2023.
	●	Ended the quarter with $2,139,500 in debt principal, down from $2,964,500 at December 31, 2023 after paying down $325,000 in the quarter as a pre-payment. Year-to-date, Intellinetics has made $825,000 in debt pre-payments, and expects to pay down another $800,000 in Q3.

 

		For the Quarter ended June 30,
		2024				2023
Revenues:
Sale of software		$	14,933			$	63,646
Software as a service			1,400,591				1,277,918
Software maintenance services			353,966				349,139
Professional services			2,662,358				2,298,316
Storage and retrieval services			209,745				269,411
Total revenues		$	4,641,593			$	4,258,430

 

James F. DeSocio, President & CEO of Intellinetics, stated, “We continue to grow SaaS revenue, overall recurring revenue, and maintain solid profitability and cash generation while reducing our leverage and investing in our sales and marketing capabilities. Demand for our SaaS offerings remains robust, including encouraging market reception to our new IPAS solution, and we are building our SaaS-focused sales organization to take advantage of this opportunity. The return on investment for IPAS customers is typically well less than a year and the overall return is financially compelling, creating a large addressable market. We continue to believe that IPAS has the potential to rapidly expand our recurring revenue and support sustainable, profitable growth for years to come.”

 

“The quarter benefitted from excellent professional services revenue that exceeded previous quarters, in fact, Q2 2024 was a record revenue quarter,” continued DeSocio. “As discussed last quarter, our largest professional services customer plans to transition certain tasks performed by our document conversion business from one office location to another location in a way that could reduce annual revenue of our document conversion segment. The amount of the future revenue reduction is still uncertain, and the transition has been delayed by the customer with no clear timeline. We are continuing to negotiate with the customer to mitigate the impact of this future revenue reduction. In the meantime, the real star of Q2 2024 was the management team in our Document Conversion division. I’m extremely proud of how hard they’ve worked to grow the business and scale our operations.”

 

 

“Year-to-date, the strong free cash flow has enabled us to pre-pay $825,000 of our long-term debt so far this year, leaving us with a debt principal balance of just $2.1 million at June 30,” continued DeSocio. “We’ve accomplished this even as we’ve increased our operating expenses with structural investments designed to help us scale. We have implemented NetSuite to provide better visibility and functionality into our financials and project profitability and also grew our development team to expediate new product releases. We intend to continue to reduce our leverage while further investing in sales and marketing initiatives. Specifically, we’re planning to prepay another $800,000 before the end of August. This demonstrates the structural profitability of our business model. As this strategy matures, we will be positioned for robust profitability and sustainable growth, with a high predictability.”

 

Summary – 2024 Second Quarter Results

 

Revenues for the three months ended June 30, 2024 were $4,641,593, an increase of 9.0%, as compared with $4,258,430 for the same period in 2023. This organic increase was driven by a 9.6% increase in SaaS revenue, and a 15.8% increase in professional services fees, partially offset by lower sales of storage and retrieval and modest growth, at 1.4% as expected, in software maintenance services. Recurring revenue grew 6.6% and represented 57% of total revenue.

 

Total operating expenses increased 23.4% to $2,830,873, compared to $2,294,045, driven by higher non-cash depreciation and amortization expenses including an incremental $135,900 related to our issuance of restricted stock awards to employees, planned investments in sales and marketing, and higher general and administrative expenses. Income from operations was $172,106 compared to income from operations of $296,388 in the second quarter last year.

 

Intellinetics reported net income of $75,050 compared to net income of $135,734 for the same period in 2023. Basic and diluted net income per share for the three months ended June 30, 2024 was $0.02, compared to net income per share of $0.03 per basic and fully diluted share for the period ended June 30, 2023. Adjusted EBITDA was $698,217 compared to $651,646 in 2023.

 

Summary – 2023 Year-to-Date Results

 

Revenues for the six months ended June 30, 2024 were $9,148,677, an increase of 8.3% compared to $8,445,263 for the same period in 2023. Total operating expenses increased 23.8% to $5,764,997 compared to $4,655,885. In addition to structural investments for growth and scale, the primary driver of the expense increase was $533,919 related to our issuance of restricted stock awards to employees, a non-cash expense except for $69,525. Income from operations was $137,626, compared to income from operations of $580,387 last year. Intellinetics reported a net loss of $99,664, or $(0.02) per basic and diluted share (inclusive of a $397,901 charge in the first quarter of 2024 related to restricted stock awards), compared to net income of $248,297, or $0.06 per basic and diluted share, for the same period in 2023. Adjusted EBITDA was $1,371,579 compared to $1,281,525.

 

2024 Outlook

 

Based on management’s current plans and assumptions, the Company reiterated expectations that it will grow revenues on a year-over-year basis for the fiscal year 2024, and revised expectations for Adjusted EBITDA to decline modestly compared to 2023.

 

“Industry response to our SaaS solutions has given us confidence that the time is right to meaningfully, but judiciously, upgrade our sales and marketing investments,” commented Joe Spain, Chief Financial Officer of Intellinetics. “Historically, we have delivered reasonable growth with a relatively small sales organization. The introduction of IPAS has significantly expanded our addressable market and our potential customer base, and the growing portfolio warrants a more robust presence at trade shows as well as expanding our sales team. We are investing now to drive accelerated, profitable growth in 2025 and beyond. As such, we are now revising our guidance, and expect Adjusted EBITDA to decline compared to 2023 levels, reflecting these investments.”

 

Conference Call

 

Intellinetics is holding a conference call to discuss these results on a live webcast at 4:30 p.m. ET today. Interested parties can access the webcast through the Intellinetics website at https://ir.intellinetics.com/. Investors can also dial in to the webcast by calling [phone] (toll-free) or [phone]. A replay of the call can also be accessed via phone through August 27, 2024 by dialing [phone] (toll-free) or [phone] and using replay access code 13748254.

 

About Intellinetics, Inc.

 

Intellinetics, Inc. (NYSE American: INLX) is enabling the digital transformation. Intellinetics empowers organizations to manage, store and protect their important documents and data. The Company’s flagship solution, the IntelliCloud™ content management platform, delivers advanced security, compliance, workflow and collaboration features critical for highly regulated, risk-intensive markets. IntelliCloud connects documents to users and the processes they support anytime, anywhere to accelerate innovation and empower organizations to think and work in new ways. In addition, Intellinetics offers business process outsourcing (BPO), document and micrographics scanning services, and records storage. From highly regulated industries like Healthcare/Human Service Providers, K-12, Public Safety, and State and Local Governments, to businesses looking to move away from paper-based processes, Intellinetics is the all-in-one, compliant, document management solution. Intellinetics is headquartered in Columbus, Ohio. For additional information, please visit www.intellinetics.com.

 

 

Cautionary Statement

 

Statements in this press release which are not purely historical, including statements regarding future business and growth, increased sales and marketing efforts, future revenues, including second quarter and full year results; organic revenue growth from both new and existing customers; market share, growth of our markets, and better results due to price increases; sustainable profitability; the rollout and success of new products, including IPAS; continued growth of SaaS revenue; expansion of relationships with key customers; the timing and ongoing negotiations relating to potential revenue reductions with our largest professional services customer; execution of Intellinetics’ business plan, strategy, direction and focus; and other intentions, beliefs, expectations, representations, projections, plans or strategies regarding future growth, financial results, and other future events are forward-looking statements. The forward-looking statements involve risks and uncertainties including, but not limited to, the risks and uncertainties related to a potential revenue reduction from our largest professional services customer; the risks associated with the effect of changing economic conditions including inflationary pressures, challenges with hiring and maintaining a stable workforce, Intellinetics’ ability to execute on its business plan and strategy, customary risks attendant to acquisitions, trends in the products markets, variations in Intellinetics’ cash flow or adequacy of capital resources, market acceptance risks, the success of Intellinetics’ solutions providers, including human services, health care, and education, technical development risks, and other risks, uncertainties and other factors discussed from time to time in its reports filed with or furnished to the Securities and Exchange Commission, including in Intellinetics’ most recent annual report on Form 10-K as well as subsequently filed reports on Form 8-K. Intellinetics cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Intellinetics disclaims any obligation and does not undertake to update or revise any forward-looking statements in this press release. Expanded and historical information is made available to the public by Intellinetics on its website at www.intellinetics.com or at www.sec.gov.

 

CONTACT:

FNK IR

Tom Baumann / Rob Fink

646.349.6641 / 646.809.4048

[e-mail]

 

Joe Spain, CFO

Intellinetics, Inc.

614.921.8170 [e-mail]

 

Non-GAAP Financial Measures

 

Intellinetics uses non-GAAP Adjusted EBITDA as supplemental measures of our performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (GAAP). A non-GAAP financial measure is a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows of a company.

 

Adjusted EBITDA: Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to net income, operating income, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities or a measure of our liquidity. Intellinetics urges investors to review the reconciliation of non-GAAP Adjusted EBITDA to the comparable GAAP Net Income, which is included in this press release, and not to rely on any single financial measure to evaluate Intellinetics’ financial performance.

 

We believe that Adjusted EBITDA is a useful performance measure and is used by us to facilitate a comparison of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone. We define “Adjusted EBITDA” as earnings before interest expense, any income taxes, depreciation and amortization expense, stock-based compensation, note conversion and note or equity offer warrant or stock expense, gain or loss on debt extinguishment, change in fair value of contingent consideration, and transaction costs.

 

Reconciliation of Net Income to Adjusted EBITDA

 

		For the Three Months Ended June 30,
		2024				2023
Net income - GAAP		$	75,050			$	135,734
Interest expense, net			97,056				160,654
Depreciation and amortization			274,638				239,803
Stock-based compensation			251,473				115,455
Adjusted EBITDA		$	698,217			$	651,646

 

		For the Six Months Ended June 30,
		2024				2023
Net (loss) income - GAAP		$	(99,664	)		$	248,297
Interest expense, net			237,290				332,090
Depreciation and amortization			538,648				467,521
Stock-based compensation			695,305				233,617
Adjusted EBITDA		$	1,371,579			$	1,281,525

 

 

Recurring Revenue: Recognized revenue for any applicable period that we characterize as being recurring in nature, without regard to contract start or end dates or renewal rates. It includes the following revenue types: SaaS subscription agreements, maintenance contracts related to perpetual software licenses, storage and retrieval services, and professional services revenues in the nature of business process outsourcing. It excludes revenues of a type that are not expected to recur, primarily perpetual licenses, most document conversion services, and other professional services that are project based. Recurring revenue is not determined by reference to deferred revenue, unbilled revenue, or any other GAAP financial measure over any period, so the Company has not reconciled the Recurring Revenues to any GAAP measure. Recurring revenue should not be extrapolated into a precise prediction of future revenues, because it does not take into account our contract start and end dates and our renewal rates. Management believes that reviewing this metric, in addition to GAAP results, helps investors and financial analysts understand the value of Intellinetics’ recurring revenue streams versus prior periods.

 

Reconciliation of revenues to recurring revenues:

 

		For the Three Months Ended June 30,
		2024				2023
Revenues as reported:
Sale of software		$	14,933			$	63,646
Software as a service			1,400,591				1,277,918
Software maintenance services			353,966				349,139
Professional services			2,662,358				2,298,316
Storage and retrieval			209,745				269,411
		$	4,641,593			$	4,258,430
Revenues - recurring only:
Sale of software - recurring		$	-			$	-
Software as a service - recurring			1,311,644				1,182,483
Software maintenance services - recurring			353,966				349,139
Professional services - recurring			773,908				704,023
Storage and retrieval - recurring			190,303				230,609
		$	2,629,821			$	2,467,066
Revenues - non-recurring only:
Sale of software - non-recurring		$	14,933			$	63,646
Software as a service - non-recurring			88,947				95,435
Software maintenance services - non-recurring			-				-
Professional services - non-recurring			1,888,450				1,593,481
Storage and retrieval - non-recurring			19,442				38,802
		$	2,011,772			$	1,791,364
Total recurring and non-recurring revenues		$	4,641,593			$	4,258,430

 

Note 1 – Software as a service non-recurring revenue is comprised of professional services setup fees which are recognized ratably over the initial contract period. They do not renew, and are therefore non-recurring. Under ASC 606, they are deemed essential to the functionality of the subscription Software as a service, and are therefore recognized together with the subscription Software as a service revenue.

 

 

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Revenues:
Sale of software		$	14,933			$	63,646			$	20,712			$	78,939
Software as a service			1,400,591				1,277,918				2,805,744				2,516,350
Software maintenance services			353,966				349,139				711,949				698,681
Professional services			2,662,358				2,298,316				5,142,036				4,597,605
Storage and retrieval services			209,745				269,411				468,236				553,688
Total revenues			4,641,593				4,258,430				9,148,677				8,445,263
Cost of revenues:
Sale of software			1,125				7,344				6,190				15,525
Software as a service			217,586				258,382				433,578				479,022
Software maintenance services			13,364				15,117				29,074				31,833
Professional services			1,344,541				1,307,341				2,628,604				2,494,457
Storage and retrieval services			61,998				79,813				148,608				188,154
Total cost of revenues			1,638,614				1,667,997				3,246,054				3,208,991
Gross profit			3,002,979				2,590,433				5,902,623				5,236,272
Operating expenses:
General and administrative			2,025,796				1,561,939				4,154,289				3,116,550
Sales and marketing			530,439				492,303				1,072,060				1,071,814
Depreciation and amortization			274,638				239,803				538,648				467,521
Total operating expenses			2,830,873				2,294,045				5,764,997				4,655,885
Income from operations			172,106				296,388				137,626				580,387
Interest expense, net			(97,056	)			(160,654	)			(237,290	)			(332,090	)
Net income (loss)		$	75,050			$	135,734			$	(99,664	)		$	248,297
Basic net income (loss) per share:		$	0.02			$	0.03			$	(0.02	)		$	0.06
Diluted net income (loss) per share:		$	0.02			$	0.03			$	(0.02	)		$	0.06
Weighted average number of common shares outstanding - basic			4,229,518				4,073,757				4,171,570				4,073,757
Weighted average number of common shares outstanding - diluted			4,722,063				4,073,757				4,171,570				4,073,757

 

 

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

		(unaudited)
		June 30,				December 31,
		2024				2023
ASSETS
Current assets:
Cash		$	1,680,669			$	1,215,248
Accounts receivable, net			1,449,188				1,850,375
Accounts receivable, unbilled			1,483,313				1,320,837
Parts and supplies, net			93,926				110,272
Contract assets			141,214				140,165
Prepaid expenses and other current assets			335,380				367,478
Total current assets			5,183,690				5,004,375
Property and equipment, net			999,276				924,257
Right of use assets, operating			2,276,171				2,532,928
Right of use assets, finance			274,112				219,777
Intangible assets, net			3,654,183				3,909,338
Goodwill			5,789,821				5,789,821
Other assets			685,471				645,764
Total assets		$	18,862,724			$	19,026,260
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	340,298			$	194,454
Accrued compensation			540,237				337,884
Accrued expenses			160,947				164,103
Lease liabilities, operating - current			797,870				712,607
Lease liabilities, finance - current			66,000				49,926
Deferred revenues			2,755,185				2,927,808
Total current liabilities			4,660,537				4,386,782
Long-term liabilities:
Notes payable - net of current portion			1,467,312				2,209,242
Notes payable - related party			572,063				560,602
Lease liabilities, operating - net of current portion			1,596,960				1,942,970
Lease liabilities, finance - net of current portion			219,490				175,943
Total long-term liabilities			3,855,825				4,888,757
Total liabilities			8,516,362				9,275,539
Stockholders’ equity:
Common stock, $0.001 par value, 25,000,000 shares authorized; 4,230,806 and 4,113,621 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively			4,231				4,114
Additional paid-in capital			31,536,818				30,841,630
Accumulated deficit			(21,194,687	)			(21,095,023	)
Total stockholders’ equity			10,346,362				9,750,721
Total liabilities and stockholders’ equity		$	18,862,724			$	19,026,260

 

 

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

		For the Six Months Ended June 30,
		2024				2023
Cash flows from operating activities:
Net (loss) income		$	(99,664	)		$	248,297
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization			538,648				467,521
Bad debt (recovery) expense			(143	)			27,528
Loss on disposal of fixed assets			547				-
Amortization of deferred financing costs			94,531				95,152
Amortization of debt discount			-				17,778
Amortization of right of use assets, financing			34,954				14,959
Share based compensation			695,305				233,617
Changes in operating assets and liabilities:
Accounts receivable			401,330				(233,431	)
Accounts receivable, unbilled			(162,476	)			(441,603	)
Parts and supplies			16,346				652
Prepaid expenses and other current assets			31,049				(27,999	)
Accounts payable and accrued expenses			345,041				(22,062	)
Operating lease assets and liabilities, net			(3,990	)			6,280
Deferred revenues			(172,623	)			(686,320	)
Total adjustments			1,818,519				(547,928	)
Net cash provided by (used in) operating activities			1,718,855				(299,631	)
Cash flows from investing activities:
Capitalization of internal use software			(198,051	)			(208,417	)
Purchases of property and equipment			(200,715	)			(82,684	)
Net cash used in investing activities			(398,766	)			(291,101	)
Cash flows from financing activities:
Payment of earnout liabilities			-				(700,000	)
Principal payments on financing lease liability			(29,668	)			(12,312	)
Repayment of notes payable			(825,000	)			(262,950	)
Net cash used in financing activities			(854,668	)			(975,262	)
Net increase (decrease) in cash			465,421				(1,565,994	)
Cash - beginning of period			1,215,248				2,696,481
Cash - end of period		$	1,680,669			$	1,130,487
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$	160,813			$	226,570
Cash paid during the period for income taxes		$	12,999			$	7,708
Supplemental disclosure of non-cash financing activities:
Right-of-use asset obtained in exchange for finance lease liability		$	89,289			$	-

 

 

Cover	Aug. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 13, 2024
Entity File Number	001-41495
Entity Registrant Name	INTELLINETICS, INC.
Entity Central Index Key	0001081745
Entity Tax Identification Number	87-0613716
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2190 Dividend Dr.
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43228
City Area Code	(614)
Local Phone Number	388-8908
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	INLX
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Intellinetics, Inc.

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