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HOLLYWOOD MEDIA CORP - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Edgar Glimpses Via Acquire Media NewsEdge) Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q or that are otherwise
made by us or on our behalf about our financial condition, results of operations
and business constitute "forward-looking statements," within the meaning of
federal securities laws. Hollywood Media Corp. ("Hollywood Media", "our", or
"Company") cautions readers that certain important factors may affect Hollywood
Media's actual results, levels of activity, performance or achievements and
could cause our actual results, levels of activity, performance or achievements
to differ materially from any future results, levels of activity, performance or
achievements anticipated, expressed or implied by any forward-looking statements
that may be deemed to have been made in this Quarterly Report on Form 10-Q or
that are otherwise made by or on behalf of Hollywood Media. Without limiting the
generality of the foregoing, "forward-looking statements" are typically phrased
using words such as "may," "will," "should," "expect," "plans," "believe,"
"anticipate," "intend," "could," "estimate," "pro forma" or "continue" or the
negative variations thereof or similar expressions or comparable terminology.
Factors that may affect Hollywood Media's results and the market price of our
common stock include, but are not limited to:
· our continuing operating losses;
· negative cash flows and accumulated deficit;
· our ability to develop and maintain strategic relationships;
· MovieTickets.com Inc.'s ability to compete with the other online movie
ticketing service and the outcome of, and potential impact of matters relating
to, the lawsuit filed by Hollywood Media, National Amusements Inc. and
MovieTickets.com, Inc. against AMC Entertainment Inc. relating to
MovieTickets.com (for more information about such lawsuit, see Note 7 "Certain
Commitments and Contingencies" in the Notes to the Condensed Consolidated
Financial Statements included in Part I, Item 1 of this Quarterly Report on
Form 10-Q);
[23]
· our ability to maintain and obtain sufficient capital to finance our
operations;
· our ability to realize anticipated cost efficiencies;
· government regulation;
· adverse economic factors such as recession, war, terrorism, international
incidents or labor strikes and disputes;
· our ability to design, implement and maintain effective internal controls;
· dependence on our founders;
· the unpredictability of our stock price;
· the possibility of our common stock being delisted from the NASDAQ Global
Market and not qualifying for trading on another exchange or market (such as
the NASDAQ Capital Market, the NYSE Amex (formerly the American Stock Exchange)
or the over-the-counter market);
· the possibility of not receiving payments from Key Brand Entertainment Inc. in
connection with the sale of our Broadway Ticketing business pursuant to that
certain Second Lien Credit Security Pledge Agreement dated as of December 15,
2010, entered into by Theatre Direct NY, Inc., Key Brand Entertainment Inc.,
and Hollywood Media (the "Credit Agreement");
· the impact of the death of Tekno Books' former Chief Executive Partner, Dr.
Martin Greenberg, on the ability of Tekno Books to maintain relationships it
has with certain authors and publishers;
· the timing and amount of the payments we receive pursuant to the Credit
Agreement; and
· our ability to exercise or put our warrant to purchase 5% of the outstanding
shares of common stock of Theatre Direct NY, Inc. issued to us by Theatre
Direct NY, Inc. pursuant to that certain Stock Purchase Agreement, dated as of
December 22, 2009, entered into between Hollywood Media and Key Brand
Entertainment Inc. (as amended, the "Purchase Agreement").
Hollywood Media is also subject to other risks detailed herein, or detailed in
our Annual Report on Form 10-K for the year ended December 31, 2011, as amended,
and in other filings made by Hollywood Media with the Securities and Exchange
Commission.
These factors are not necessarily all of the important factors that could cause
actual results to differ materially from those expressed in any of our
forward-looking statements. Other factors, including unknown or unpredictable
ones, also could have material adverse effects on our future results.
Because these forward-looking statements are subject to risks and uncertainties,
we caution you not to place undue reliance on these statements, which speak only
as of the date of this Quarterly Report on Form 10-Q. We do not undertake any
responsibility to review or confirm analysts' expectations or estimates or to
release publicly any revisions to these forward-looking statements to take into
account events or circumstances that occur after the date of this Quarterly
Report on Form 10-Q, except as required by law. As a result of the foregoing and
other factors, no assurance can be given as to the future results, levels of
activity or achievements and neither we nor any other person assumes
responsibility for the accuracy and completeness of such statements.
[24]
Overview
Until December 15, 2010, Hollywood Media was comprised of various businesses
focusing primarily on online ticket sales, deriving revenue primarily from
Broadway, Off-Broadway and London's West End ticket sales to individuals and
groups, as well as advertising and book development license fees and royalties.
Our Broadway Ticketing business was comprised of Broadway.com, 1-800-BROADWAY,
Theatre Direct and Theatre.com. On December 15, 2010, we completed the sale of
our Broadway Ticketing Business through the sale of all of the outstanding
capital stock of Theatre Direct to Key Brand, as contemplated by the Purchase
Agreement. Following this sale, our business segments for our continuing
operations are as follows:
Ad Sales - includes Hollywood Media's 26.2% equity interest in
MovieTickets.com. Prior to the sale of Cinemasource UK Limited on May 1, 2012
(which business included UK Theatres Online Limited, Spring Leisure Limited,
Cinemasonline Limited and WWW.CO.UK Limited), the Ad Sales segment also sold
advertising on plasma TV displays throughout the U.K. and Ireland, on lobby
display posters, movie brochure booklets and ticket wallets distributed in
cinemas, live theater and other entertainment venues in the U.K. and Ireland.
See Note 3, "Discontinued Operations" in the Notes to the Condensed
Consolidated Financial Statements included in Part I, Item I of this Quarterly
Report on Form 10-Q for information on the sale of Cinemasource UK Limited.
· Intellectual Properties - owns or controls the exclusive rights to certain
intellectual properties created by best-selling authors and media celebrities,
which it licenses for book and other media. This segment also includes our
wholly-owned subsidiary, Tekno Books, a book development business, and this
segment does not include our 50% interest in NetCo Partners, for purposes of
this discussion and analysis.
· Other - is comprised of payroll and benefits for corporate and administrative
personnel as well as other corporate-wide expenses, such as legal fees, audit
fees, proxy costs, insurance, centralized information technology, and includes
consulting and other fees and costs relating to compliance with the provisions
of the Sarbanes-Oxley Act of 2002 that require Hollywood Media to assess and
report on internal control over financial reporting, and related development of
controls. Until August 28, 2012, this segment also included Hollywood Media's
equity interest in Project Hollywood (which was reduced from 21.74% of the
total equity in Project Hollywood to 20.65% of the total equity in Project
Hollywood at June 30, 2012), which in turn owns Baseline. On August 28, 2012
Hollywood Media assigned Baseline Holdings all of Hollywood Media's membership
interest in Project Hollywood in exchange for certain consideration. For
additional information on the assignment of Hollywood Media's interest in
Project Hollywood, LLC and the change in Hollywood Media's equity interest in
Project Hollywood, see Note 9, "Related Party Transactions" in the Notes to the
Condensed Consolidated Financial Statements included in Part I, Item I of this
Quarterly Report on Form 10-Q.
Results of Operations
The following discussion and analysis should be read in conjunction with
Hollywood Media's Unaudited Condensed Consolidated Financial Statements and the
notes thereto included in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
[25]
The Ad Sales segment currently consists of the Company's investment in
MovieTickets.com. As the Company accounts for its investment in MovieTickets.com
under the equity method of accounting, there are no net revenues, operating
income (loss), capital expenditures or depreciation and amortization expense to
report for the Ad Sales segment. The following table summarizes Hollywood
Media's revenues, operating expenses and operating income (loss) from continuing
operations by reportable segment for the nine months ended September 30, 2012
("Y3-12") and 2011 ("Y3-11") and the three months ended September 30, 2012
("Q3-12") and 2011 ("Q3-11"), respectively:
Intellectual
Properties Other Total
Y3-12
(unaudited)
Net Revenues $ 429,082 $ - $ 429,082
Operating Expenses 507,978 3,456,034 3,964,012
Operating Loss $ (78,896 ) $ (3,456,034 ) $ (3,534,930 )
Y3-11
(unaudited)
Net Revenues $ 841,546 $ - $ 841,546
Operating Expenses 776,455 5,062,595 5,839,050
Operating Income (Loss) $ 65,091 $ (5,062,595 ) $ (4,997,504 )
Q3-12
(unaudited)
Net Revenues $ 96,035 $ - $ 96,035
Operating Expenses 151,550 1,002,961 1,154,511
Operating Loss $ (55,515 ) $ (1,002,961 ) $ (1,058,476 )
Q3-11
(unaudited)
Net Revenues $ 152,424 $ - $ 152,424
Operating Expenses 162,358 1,768,911 1,931,269
Operating Loss $ (9,934 ) $ (1,768,911 ) $ (1,778,845 )
Results of Discontinued Operations
Sale of Broadway Ticketing Division to Key Brand Entertainment, Inc.
On December 15, 2010, Hollywood Media Corp. ("Hollywood Media") completed the
sale of its Broadway Ticketing Division ("the Broadway Sale") through the sale
of all of the outstanding capital stock of Theatre Direct NY, Inc. ("Theatre
Direct") to Key Brand Entertainment Inc. ("Key Brand"), as contemplated by the
Stock Purchase Agreement, dated as of December 22, 2009, as amended, entered
into between Hollywood Media and Key Brand ("the Purchase Agreement"). There are
no material relationships among Hollywood Media and Key Brand or any of their
respective affiliates other than in respect of the Purchase Agreement and the
related ancillary agreements.
[26]
Pursuant to the Purchase Agreement, at the closing of the Broadway Sale, (a)
Hollywood Media received (i) $20,530,102 in cash (including $530,102 pursuant to
the estimated working capital adjustment described in the Purchase Agreement),
(ii) a $8,500,000 note ("the Loan") from Key Brand pursuant to a Second Lien,
Security and Pledge Agreement, dated as of December 15, 2010 (the "Credit
Agreement"), pursuant to which Key Brand is obligated to pay Hollywood Media
interest at a rate of 12% per annum, with the loan maturing on December 15,
2015, which Loan is secured on a second lien basis by all stock and assets of
Theatre Direct and its subsidiaries, and (iii) a warrant to purchase 5% of the
outstanding shares of common stock of Theatre Direct as of the closing date on a
fully diluted basis at an exercise price of $.01 per share (the "Warrant"), and
(b) Key Brand assumed $1,600,000 of liabilities associated with employment
agreements with certain employees of Theatre Direct. In addition, Hollywood
Media was entitled to receive earnout payments ("the Earnout") of up to
$14,000,000, in two $7,000,000 tranches, contingent upon Theatre Direct and its
subsidiaries achieving certain revenue targets during the period from the
closing date through the end of the 10th full fiscal year following the closing
date as set forth in the Purchase Agreement.
On April 22, 2012, the Company entered into Amendment No. 4 (the "Amendment") to
the Purchase Agreement. Pursuant to the Amendment, the Company consented to the
contribution of the "group sales" business (but not the Broadway.com consumer
ticketing business) owned by Key Brand to a newly formed joint venture (the
"Group Sales JV"; such contribution, the "Group Sales Contribution"). The
balance of the business sold to Key Brand under the terms of the Purchase
Agreement, which included Broadway.com, remained at Key Brand and Theatre
Direct. As part of the Amendment, Key Brand agreed to pay the first $7 million
earnout amount (the "First $7 Million Earnout") to the Company on or before
October 1, 2012 regardless of the actual revenues of Theatre Direct and its
subsidiaries for the fiscal year of Key Brand ending June 30, 2012. The First
Earnout amount of $7 million was paid by Key Brand to the Company on October 1,
2012. In addition, the revenue calculation for the second $7 million earnout
amount (the "Second $7 Million Earnout") was modified to exclude "group sales"
(and the revenues of the new joint venture conduction such business) and the
target for the Second Earnout was reduced from $150 million to $123 million
accordingly. On October 5, 2012, Hollywood Media received written notice from
Key Brand that Theatre Direct achieved the revenue target for the Second $7
Million Earnout in Key Brand's fiscal year ended June 30, 2012. Accordingly,
pursuant to the Amendment, the Second $7 Million Earnout was added as of October
1, 2012 to the principal amount of the Loan under the Credit Agreement. Pursuant
to the Credit Agreement, interest at a rate of 12% per annum and principal on
such Second $7 Million Earnout will be amortized over the term of the Credit
Agreement in equal quarterly installments through the maturity date of the Loan
on December 15, 2015. As a result of the Second $7 Million Earnout being added
to the $8.5 million principal amount of the Loan, the principal amount of the
Loan due Hollywood Media by Key Brand was $15.5 million as of October 1, 2012.
See Note 3, "Discontinued Operations" in the Notes to the Condensed Consolidated
Financial Statements included in Part I, Item I of this Quarterly Report on Form
10-Q for information regarding revisions to the earnout payments. The Warrant
will be marked to market each reporting period to reflect the changes in fair
value.
After the closing date of the sale of Theatre Direct pursuant to the Purchase
Agreement, Hollywood Media delivered on March 14, 2011 to Key Brand a closing
statement setting forth Hollywood Media's calculation of Theatre Direct's
working capital as of the closing date determined in the manner described in the
Purchase Agreement. Pursuant to the closing statement, Hollywood Media accrued
$3,702,620 as a working capital adjustment as of December 31, 2010 under the
agreement which included $530,102 related to the estimated working capital
delivered at closing by Key Brand. This working capital adjustment of $3,734,106
was paid on March 22, 2011 and included $31,486 of interest which is included in
"Gain on sale of discontinued operations, net of income taxes" in the
accompanying condensed consolidated statements of operations for the nine months
ending September 31, 2011.
For additional information about this transaction, see Note 3 "Discontinued
Operations" in the Notes to the Condensed Consolidated Financial Statements
included in Part I, Item I of this Quarterly Report on Form 10-Q.
[27]
Sale by Minority Interest in Project Hollywood LLC (which owns the Baseline
StudioSystems business)
On August 28, 2012, Hollywood Media entered into an Assignment and Assumption of
Membership Interest and Waiver (the "Assignment") with Baseline Holdings LLC
("Baseline Holdings"), Project Hollywood LLC, Mitchell Rubenstein and Laurie S.
Silvers. Baseline Holdings is wholly-owned by Mr. Rubenstein and Ms. Silvers.
As described below, the Assignment and the transactions contemplated by the
Assignment were approved by a Special Committee of Hollywood Media's Board of
Directors comprised solely of independent directors (the "Special Committee").
Pursuant to the Assignment, Hollywood Media assigned to Baseline Holdings all of
Hollywood Media's membership interest in Project Hollywood in exchange for total
consideration of $1,800,000 (the "Project Hollywood Purchase Price"). The
Project Hollywood Purchase Price has been paid as follows: (1) $1,230,500 in
cash (which has been paid by Baseline Holdings to Hollywood Media), (2) Mr.
Rubenstein waived his right to receive any future principal and interest owed by
Key Brand to Hollywood Media pursuant to the Loan (as of August 28, 2012, Mr.
Rubenstein had the right to receive 4.76% of the principal, or $404,600, and
interest on account of the Loan), and (3) Ms. Silvers waived her right to
receive any future principal and interest owed by Key Brand to Hollywood Media
pursuant to the Loan (as of August 28, 2012, Ms. Silvers has the right to
receive 1.94% of the principal, or $164,900, and interest on account of the
Loan). Hollywood Media recorded the fair value of the waivers by Mr. Rubenstein
and Ms. Silvers in the long term portion of "Other Assets" in the accompanying
condensed consolidated balance sheets included in Part I, Item I of this
Quarterly Report on Form 10-Q. Hollywood Media acquired its membership interest
in Project Hollywood on October 27, 2011 for $1,250,000.
As a result of the waivers of Mr. Rubenstein and Ms. Silvers described in the
preceding paragraph, after August 28, 2012, Hollywood Media will retain all
payments of principal and interest made by Key Brand under the Loan. As of
August 28 and September 30, 2012, the principal balance due under the Loan was
$8,500,000.
The Special Committee unanimously approved the Assignment and determined that
the transactions contemplated by the Assignment were advisable, fair to and in
the best interests of Hollywood Media and its shareholders. In connection with
approving the transactions contemplated by the Assignment, the Special Committee
received a fairness opinion from a firm with experience in valuation work, which
stated that as of August 28, 2012, based upon and subject to (and in reliance
on) the assumptions made, matters considered and limits of such review, in each
case as set forth in its opinion, the Project Hollywood Purchase Price was fair
from a financial point of view to Hollywood Media. As of October 1, 2012, the
Principal Balance due under the Loan increased to $15,500,000 as a result of the
achievement of the revenue threshold for the Second $7 Million Earnout in the
Purchase Agreement.
Sale of Hollywood.com Business Unit to R&S Investments, LLC
On August 21, 2008, Hollywood Media entered into a purchase agreement (the "R&S
Purchase Agreement") with R&S Investments, LLC ("R&S Investments") for the sale
of the Hollywood.com Business. R&S Investments is wholly-owned by Mr.
Rubenstein, Hollywood Media's Chief Executive Officer and Chairperson of the
Board, and Ms. Silvers, Hollywood Media's President, Secretary and
Vice-Chairperson of the Board. Pursuant to the R&S Purchase Agreement, Hollywood
Media sold the Hollywood.com Business to R&S Investments for a potential
purchase price of $10.0 million, which includes $1.0 million in cash which was
paid to Hollywood Media at closing and potential earnout payments totaling $9.0
million, of which $1,892,629 has been paid as of September 30, 2012. During the
nine and three months ending September 30, 2012, Hollywood Media recorded
$412,684 and $85,926 respectively, in earnout income under the R&S Purchase
Agreement. The Hollywood.com Business included the Hollywood.com website and
related URLs and celebrity fan websites and Hollywood.com Television, a free
video on demand service distributed pursuant to annual affiliation agreements
with certain cable operators. For additional information about this transaction,
see Note 3 "Discontinued Operations" in the Notes to the Condensed Consolidated
Financial Statements included in Item I, Part I of this Quarterly Report on Form
10-Q.
[28]
Buyout of Obligation of R&S Investments, LLC to Pay Hollywood.com Earnout
On August 28, 2012, (1) Hollywood Media and R&S Investments entered into an
Agreement (the "R&S Agreement") regarding the R&S Purchase Agreement, (2)
Hollywood Media, Mr. Rubenstein and Ms. Silvers entered into a letter agreement
regarding the R&S Agreement (the "Rubenstein Silvers Letter Agreement"), and (3)
R&S Investments provided Hollywood Media with a letter regarding a contingent
additional payment (the "R&S Letter"). As described below, the R&S Agreement and
the Rubenstein Silvers Letter Agreement and the transactions contemplated by the
R&S Agreement and the Rubenstein Silvers Letter Agreement were approved by a
Special Committee of Hollywood Media's Board of Directors comprised solely of
independent directors (the "Special Committee").
Pursuant to the R&S Agreement, in exchange for R&S Investments paying Hollywood
Media $2,950,000 in cash (the "Buyout Amount"), which payment has been made to
Hollywood Media, R&S Investments fully satisfied all of its obligation to pay
the purchase price under Section 3.1 of the R&S Purchase Agreement and any
additional consideration or earnout payment under Section 3.3 of the R&S
Purchase Agreement, and R&S Investments shall have no further obligations and/or
liabilities (and Hollywood Media shall have no further rights and/or remedies)
under Article III of the R&S Purchase Agreement or otherwise.
Pursuant to the Rubenstein Silvers Letter Agreement, Mr. Rubenstein agreed that
that, in connection with the transaction consummated under the R&S Agreement and
in addition to the Buyout Amount, the next $280,000 of the MovieTickets.com 5%
Interest (as defined in the Amended and Restated Employment Agreement dated as
of December 22, 2008, between Hollywood Media and Mr. Rubenstein, as amended
(the "Rubenstein Employment Agreement")) that would be distributed by Hollywood
Media to Mr. Rubenstein pursuant to the Rubenstein Employment Agreement will be
retained by Hollywood Media (and not paid to Mr. Rubenstein) and is a reduction
to "Derivative Liabilities" in the accompanying condensed consolidated balance
sheets included in Part I, Item I of this Quarterly Report on Form 10-Q.
In addition, pursuant to the Rubenstein Silvers Letter Agreement, Ms. Silvers
agreed that, in connection with the transaction consummated under the R&S
Agreement and in addition to the Buyout Amount, the next $280,000 of the
MovieTickets.com 5% Interest (as defined in the Amended and Restated Employment
Agreement dated as of December 22, 2008, between Hollywood Media and Ms.
Silvers, as amended (the "Silvers Employment Agreement")) that would be
distributed by Hollywood Media to Ms. Silvers pursuant to the Silvers Employment
Agreement will be retained by Hollywood Media (and not paid to Ms. Silvers) and
is a reduction to "Derivative Liabilities" in the accompanying condensed
consolidated balance sheets included in Part I, Item I of this Quarterly Report
on Form 10-Q.
Pursuant to the R&S Letter, R&S Investments agreed that in the event of a sale
of all the assets of Hollywood.com, LLC to one person or a group of persons not
controlled, directly or indirectly, by Mr. Rubenstein and Ms. Silvers or their
heirs, personal representatives or affiliates prior to August 31, 2015, R&S
Investments shall pay to Hollywood Media $3,500,000 or, if less, the amount
received by R&S Investments in connection with such transaction.
[29]
The Special Committee unanimously approved the R&S Agreement and the Rubenstein
Silvers Letter Agreement and determined that the transactions contemplated by
the R&S Agreement and the Rubenstein Silvers Letter Agreement were advisable,
fair to and in the best interests of Hollywood Media and its shareholders. In
connection with approving the transactions contemplated by the R&S Agreement and
the Rubenstein Silvers Letter Agreement, the Special Committee received a
fairness opinion from a firm with experience in valuation work, which stated
that as of August 28, 2012, based upon and subject to (and in reliance on) the
assumptions made, matters considered and limits of such review, in each case as
set forth in its opinion, the Buyout Amount which was paid by R&S Investments
was fair from a financial point of view to Hollywood Media.
Sale of Cinemasource UK Limited - Share Purchase Agreement
On May 1, 2012, the Company entered into a share purchase agreement (the "Share
Purchase Agreement") with Orchard Advertising Limited ("Buyer"), pursuant to
which the Company sold, and Buyer purchased, the entire issued share capital of
Cinemasource UK Limited (the "Purchased Shares") which business was part of the
Company's Ad Sales division and included UK Theatres Online Limited, Spring
Leisure Limited, Cinemasonline Limited and WWW.CO.UK Limited.
Pursuant to the Share Purchase Agreement, the purchase price for the Purchased
Shares is U.S. $250,000, payable in cash in a non-interest bearing loan in
twenty equal quarter-annual installments of $12,500 each over a period of five
years. Subject to the terms and conditions of the Share Purchase Agreement, the
first installment of the purchase price was due and was paid to the Company on
July 31, 2012 and subsequent installments of the purchase price are due every
three calendar months thereafter. The Company imputed interest at 16.5% per
annum on this $250,000 non-interest bearing loan resulting in a discounted
amount of $168,014 which was included in the total gain on sale attributable to
the sale of Cinemasource UK Limited of $649,215. This gain on sale is included
in "Income from Discontinued Operations" in the Condensed Consolidated Statement
of Operations included in Item I, Part I of this quarterly report on Form 10-Q.
The discounted amount of the non-interest bearing loan is included in "Other
Assets" in the condensed consolidated balance sheets included in Item I, Part I
of this quarterly report on Form 10-Q.
NET REVENUES
Total net revenues were $429,082 for Y3-12 as compared to $841,546 for Y3-11, a
decrease of $412,464 or 49% and $96,035 for Q3-12 as compared to $152,424 for
Q3-11, a decrease of $56,389 or 37%. The decrease in net revenue in Y3-12 as
compared to Y3-11 and Q3-12 as compared to Q3-11 is the result of a decrease in
Intellectual Property revenue.
The decrease in Intellectual Properties net revenues in Y3-12 as compared to
Y3-11 and Q3-12 as compared to Q3-11 was attributable to the timing of the
delivery of manuscripts and the beginning of a reorientation of the focus of
this business to digital distribution from print. The Intellectual Properties
division generates revenues from several different activities including
intellectual property licensing and book development. Revenues vary quarter to
quarter depending on the timing of delivery of manuscripts to the publishers.
Revenues are recognized when the earnings process is complete and the ultimate
collection of such revenues is no longer subject to contingencies. This division
does not include NetCo Partners, which is reported separately; see "Earnings
(Losses) of Unconsolidated Investees" below.
[30]
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