Advanced Emissions Solutions, Inc. (NASDAQ: ADES) (the "Company" or
"ADES"),a leader in environmental solutions for power generation,
industrial and municipal water purification markets, today filed
its Quarterly Report on Form 10-Q and reported financial results
for the quarter ended March 31, 2023.
Business Highlights
- As previously
announced on February 1, the Company completed its acquisition of
the subsidiaries of Arq Limited (“Arq”) to combine their respective
businesses on updated terms and structure.
- The Company has initiated growth
capital projects at both manufacturing facilities during the
quarter, which will expand and diversify the products produced and
end markets served.
- The Company completed its sale of
Marshall Mine, LLC ("Marshall Mine") to Caddo Creek Resources
Company, LLC in March. The sale eliminated the Company’s existing
asset retirement obligation for Marshall Mine and will result in
the release of a portion of the Company’s restricted cash
balance.
Financial Highlights
- First quarter
consumables revenue was $20.8 million compared to $26.4 million in
the prior year.
- First quarter net loss was $7.5
million compared to net loss of $3.0 million in the prior
year.
- First quarter Adjusted EBITDA loss was
$7.7 million compared to Adjusted EBITDA of $0.9 million in the
prior year.
- Cash balances as of March 31,
2023, including restricted cash, totaled $79.1 million, compared to
$76.4 million as of December 31, 2022.
"We are excited to have completed the
acquisition of Arq in the first quarter, which we are confident is
the next step to driving long-term growth through diversification
of potential products and customers, participating in higher margin
opportunities within the activated carbon market, as well as
enabling access to additional potential revenue streams,” said Greg
Marken, CEO of ADES. “As we look forward to transforming the
combined company into an innovative environmental solutions
provider focused on a cleaner future, we have already begun the
overall integration and initiated the growth capital projects at
the manufacturing facilities in Corbin and at Red River.”
Marken continued, “Our first quarter consumables
revenue was below our expectations, as cheap alternative fuel
sources such as natural gas pressured our Power Generation
customers, which was partially offset by our ongoing price
initiatives and commercial wins in other end markets. We continue
to make good progress on our inventory position and look forward to
continuing to pursue more economically attractive opportunities
that may result through additional positive price/mix changes
during the remainder of the year.”
Marken continued, “While the potential for
persistently lower natural gas prices could have an adverse impact
on our Power Generation customers and operations at Red River, it
also underscores the importance of our acquisition of Arq and our
transformation strategy, which will help us reduce our reliance on
certain industries and broaden the addressable markets for our
activated carbon technologies. Taking the initial steps in 2023 to
being able to utilize a high performance, bituminous based
feedstock will greatly diversify our product portfolio and market
reach to de-risk the business and position the Company for success
through higher value products and applications. In addition to the
capital improvement workstreams, we are also focused on engaging
lead customers for GAC and other emerging products to build the
necessary sales channels for new products and continuing to develop
new opportunities to realize the full potential of the Corbin
Plant.”
First Quarter
2023 Results
First quarter revenues and costs of revenues
were $20.8 million and $17.2 million, respectively, compared to
$26.4 million and $21.5 million for the first quarter of 2022. The
revenue decline was the result of lower sales of consumables
products due to lower natural gas prices which negatively impacted
the Company’s Power Generation customers, partially offset by
higher average selling prices for consumables products.
First quarter other operating expenses were
$11.5 million compared to $8.2 million for the first quarter of
2022. The increase was mainly the result of higher legal and
professional fees associated with the Company’s strategic review
process and additional payroll and benefits and operating expenses
upon the completion of the acquisition of Arq, which was partially
offset by a $2.7 million gain on the sale of Marshall Mine,
LLC.
First quarter operating loss was $7.8 million
compared to $3.3 million in the prior year. The decline was mainly
the result of lower consumables revenues driven by the
aforementioned factors and the additional costs associated with
closing the acquisition of Arq.
First quarter interest expense totaled $0.5
million compared to $0.1 million in the prior year. The increase
was primarily driven by $0.3 million of incremental interest
expense on the Company’s $10.0 million term loan.
The Company recorded a small income tax benefit
for the first quarter of 2023 compared to no income tax expense for
the first quarter of the prior year.
First quarter net loss was $7.5 million, or $0.32
per diluted share, compared to net loss of $3.0 million, or $0.17
per share, in the prior year. The decline was the result of lower
operating earnings.
First quarter Consolidated Adjusted EBITDA was a
loss of $7.7 million compared to Adjusted EBITDA of $0.9 million in
2022. The decline in Consolidated Adjusted EBITDA was mainly the
result of the larger net loss, which included $4.4 million and $0.8
million, respectively, of transaction and integration costs
incurred related to the Arq Acquisition. Additionally, due to the
Arq Acquisition in 2023, there are $0.9 million of incremental Arq
payroll and benefit costs in the current period, relative to the
prior period. See note below regarding the use of the Non-GAAP
financial measure Adjusted EBITDA and a reconciliation to the most
comparable GAAP financial measure.
Capital Spending and Balance
Sheet
The Company expects to incur between $40-45
million in capital expenditures in 2023, driven by enhanced
capabilities to enable future GAC production and amounts for the
planned plant turnaround, as well as the completion of certain
planned projects that were started in 2022 and are scheduled to be
completed during the turnaround.
First quarter capital expenditures totaled $3.6
million compared to $1.5 million in the prior year. The increase
was the result of initial costs of the growth capital projects as
well as higher spend in anticipation of our annual turnaround which
occurred in the second quarter of 2023.
Cash balances as of March 31, 2023,
including restricted cash, totaled $79.1 million compared to $76.4
million as of December 31, 2022.
Total debt, inclusive of financing leases, as of
March 31, 2023, totaled $21.7 million compared to $4.6 million
as of December 31, 2022. The increase was driven by the term
loan entered into in conjunction with the Acquisition as well as
the assumption of the Arq loan upon the acquisition of Arq.
Conference Call and Webcast
Information
The Company has scheduled a conference call to
begin at 9:00 a.m. Eastern Time on Wednesday, May 10, 2023.
The conference call webcast information will be available via the
Investor Resources section of ADES's website at
www.advancedemissionssolutions.com. Interested parties may also
participate in the call by registering at
http://events.q4inc.com/attendee/408820366. A supplemental investor
presentation will be available on the Company's Investor Resources
section of the website prior to the start of the conference
call.
About Advanced Emissions Solutions,
Inc.Advanced Emissions Solutions, Inc. serves as the
holding entity for a family of companies that provide emissions
solutions to customers in the power generation and other
industries.
|
ADA brings together ADA Carbon Solutions, LLC, a leading provider
of powder activated carbon ("PAC") and ADA-ES, Inc., the providers
of ADA® M-Prove™ Technology. We provide products and services to
control mercury and other contaminants at coal-fired power
generators and other industrial companies. Our broad suite of
complementary products control contaminants and help our customers
meet their compliance objectives consistently and reliably. |
|
|
|
CarbPure Technologies LLC, (“CarbPure”), formed in 2015 provides
high-quality PAC and granular activated carbon ideally suited for
treatment of potable water and wastewater. Our affiliate company,
ADA Carbon Solutions, LLC manufactures the products for
CarbPure. |
|
|
|
FluxSorb, LLC, formed in 2022, is an emerging technology company
that introduces highly engineered activated carbons with a focus on
the emerging remediation markets. Our vision is to partner with our
customers to collaborate, develop and deploy best in class
activated carbon solutions to meet even the most extreme
challenges. |
|
|
|
Arq is an environmental technology business founded in 2015 that
has developed a novel process for producing specialty carbon
products from coal mining waste. Arq has the technology and
large-scale manufacturing facilities to produce a micro-fine
hydrocarbon powder, Arq powder™, that can be used as a feedstock to
produce activated carbon and as an additive for other
products. |
Caution on Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, which provides a “safe harbor” for such
statements in certain circumstances. When used in this press
release, the words “can,” “will,” “intends,” “expects,” “believes,”
similar expressions and any other statements that are not
historical facts are intended to identify those assertions as
forward-looking statements. All statements that address activities,
events or developments that the Company intends, expects or
believes may occur in the future are forward-looking statements.
These forward-looking statements may relate to such matters as
business strategy, goals and expectations concerning the
combination of ADES and Arq (including future operations, future
performance and results). The forward-looking statements may
further include expectations on future demand for our APT products,
pressure on APT margins and acceptance of price increases, our
ability to integrate Arq’s assets and operations, our ability to
achieve commercial scale GAC production within the North American
market, our ability to secure customers and develop sales channels
for GAC products and other markets, among other matters. These
forward-looking statements involve risks and uncertainties. Actual
events or results could differ materially from those discussed in
the forward-looking statements as a result of various factors
including, but not limited to: the effect of the announcement of
the transactions contemplated by the transaction agreement on the
Company’s ability to hire key personnel, its ability to maintain
relationships with customers, suppliers and others with whom it
does business, or its results of operations and business generally;
risks related to diverting management’s attention from the
Company’s ongoing business operations; the ability to meet Nasdaq
listing standards following the consummation of the transaction;
costs related to the proposed transaction; opportunities for
additional sales of our lignite activated carbon products and
end-market diversification; our ability to meet customer supply
requirements; the ability to successfully integrate Arq’s business;
the ability to develop and utilize Arq’s products and technology
and the expected demand for those products; the rate of coal-fired
power generation in the United States; timing of new and pending
regulations and any legal challenges to or extensions of compliance
dates of them, the U.S. government’s failure to promulgate
regulations that benefit our business; changes in laws and
regulations; Internal Revenue Service interpretations or guidance,
accounting rules, any pending court decisions, prices, economic
conditions and market demand; impact of competition; availability,
cost of and demand for alternative energy sources and other
technologies; technical, start up and operational difficulties;
competition within the industries in which we operate; loss of key
personnel; ongoing effects of the COVID-19 pandemic and associated
economic downturn on our operations and prospects; as well as other
factors relating to our business, as described in our filings with
the SEC, with particular emphasis on the risk factor disclosures
contained in those filings. You are cautioned not to place undue
reliance on the forward-looking statements and to consult filings
we have made and will make with the SEC for additional discussion
concerning risks and uncertainties that may apply to our business
and the ownership of our securities. In addition to causing our
actual results to differ, the factors listed above may cause our
intentions to change from those statements of intention set forth
in this press release. Such changes in our
intentions my also cause or results to differ. We may
change our intentions, at any time and without notice, based upon
changes in such factors, our assumptions, or otherwise. The
forward-looking statements speak only as to the date of this press
release.
Non-GAAP Financial Measures
This press release presents certain supplemental
financial measures, including EBITDA and Adjusted EBITDA, which is
a measurement that is not calculated in accordance with U.S.
generally accepted accounting principles (“GAAP”). EBITDA is
defined as earnings before interest, taxes, depreciation and
amortization. Adjusted EBITDA is defined as EBITDA reduced by the
non-cash impact of equity earnings from equity method investments
and gain on sale of Marshall mine, increased by cash distributions
from equity method investments and loss on early settlement of the
Norit Receivable. EBITDA and Adjusted EBITDA should be considered
in addition to, and not as a substitute for, net income in
accordance with GAAP as a measure of performance.
Source: Advanced Emissions Solutions, Inc.
Investor Contact:
Alpha IR GroupRyan Coleman or Chris
Hodges312-445-2870ADES@alpha-ir.com
TABLE 1
Advanced Emissions Solutions, Inc. and
SubsidiariesCondensed Consolidated Balance
Sheets(Unaudited)
|
|
As of |
(in thousands, except share data) |
|
March 31, 2023 |
|
December 31, 2022 |
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash |
|
$ |
68,026 |
|
|
$ |
66,432 |
|
Receivables, net |
|
|
10,061 |
|
|
|
13,864 |
|
Inventories, net |
|
|
20,232 |
|
|
|
17,828 |
|
Prepaid expenses and other current assets |
|
|
6,405 |
|
|
|
7,538 |
|
Total current assets |
|
|
104,724 |
|
|
|
105,662 |
|
Restricted cash, long-term |
|
|
11,064 |
|
|
|
10,000 |
|
Property, plant and equipment, net of accumulated depreciation of
$13,477 and $11,897, respectively |
|
|
76,378 |
|
|
|
34,855 |
|
Other long-term assets, net |
|
|
41,785 |
|
|
|
30,647 |
|
Total Assets |
|
$ |
233,951 |
|
|
$ |
181,164 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
12,245 |
|
|
$ |
16,108 |
|
Current portion of debt obligations |
|
|
1,611 |
|
|
|
1,131 |
|
Other current liabilities |
|
|
6,188 |
|
|
|
6,645 |
|
Total current liabilities |
|
|
20,044 |
|
|
|
23,884 |
|
Long-term debt obligations, net of current portion |
|
|
20,119 |
|
|
|
3,450 |
|
Other long-term liabilities |
|
|
13,647 |
|
|
|
13,851 |
|
Total Liabilities |
|
|
53,810 |
|
|
|
41,185 |
|
Commitments and contingencies |
|
|
|
|
Redeemable preferred stock - Series A Convertible Preferred subject
to redemption: par value $0.001 per share, 8,900,000 shares
authorized, 5,362,926 shares issued and outstanding |
|
|
18,927 |
|
|
|
— |
|
Stockholders’ equity: |
|
|
|
|
Preferred stock: par value $0.001 per share, 50,000,000 shares
authorized, -0- shares issued and outstanding |
|
|
— |
|
|
|
— |
|
Common stock: par value of $.001 per share, 100,000,000 shares
authorized, 31,854,636 and 23,788,319 shares issued, and 27,236,490
and 19,170,173 shares outstanding at March 31, 2023 and December
31, 2022, respectively |
|
|
32 |
|
|
|
24 |
|
Treasury stock, at cost: 4,618,146 and 4,618,146 shares as of March
31, 2023 and December 31, 2022, respectively |
|
|
(47,692 |
) |
|
|
(47,692 |
) |
Additional paid-in capital |
|
|
132,590 |
|
|
|
103,698 |
|
Retained earnings |
|
|
76,284 |
|
|
|
83,949 |
|
Total Stockholders’ Equity |
|
|
161,214 |
|
|
|
139,979 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
233,951 |
|
|
$ |
181,164 |
|
|
|
|
|
|
|
|
|
|
|
TABLE 2
Advanced Emissions Solutions, Inc. and
SubsidiariesCondensed Consolidated Statements of
Operations(Unaudited)
|
|
Three Months Ended March 31, |
(in thousands, except per share data) |
|
|
2023 |
|
|
|
2022 |
|
Revenues: |
|
|
|
|
Consumables |
|
$ |
20,805 |
|
|
$ |
26,402 |
|
Total revenues |
|
|
20,805 |
|
|
|
26,402 |
|
Operating expenses: |
|
|
|
|
Consumables cost of revenue, exclusive of depreciation and
amortization |
|
|
17,175 |
|
|
|
21,507 |
|
Payroll and benefits |
|
|
4,699 |
|
|
|
2,626 |
|
Legal and professional fees |
|
|
4,538 |
|
|
|
2,172 |
|
General and administrative |
|
|
2,778 |
|
|
|
1,926 |
|
Depreciation, amortization, depletion and accretion |
|
|
2,137 |
|
|
|
1,506 |
|
Gain on sale of Marshall Mine, LLC |
|
|
(2,695 |
) |
|
|
— |
|
Total operating expenses |
|
|
28,632 |
|
|
|
29,737 |
|
Operating loss |
|
|
(7,827 |
) |
|
|
(3,335 |
) |
Other income (expense): |
|
|
|
|
Earnings from equity method investments |
|
|
638 |
|
|
|
833 |
|
Interest expense |
|
|
(534 |
) |
|
|
(86 |
) |
Other |
|
|
182 |
|
|
|
(445 |
) |
Total other income |
|
|
286 |
|
|
|
302 |
|
Loss before income taxes |
|
|
(7,541 |
) |
|
|
(3,033 |
) |
Income tax benefit |
|
|
33 |
|
|
|
— |
|
Net loss |
|
$ |
(7,508 |
) |
|
$ |
(3,033 |
) |
Loss per common share: |
|
|
|
|
Basic |
|
$ |
(0.32 |
) |
|
$ |
(0.17 |
) |
Diluted |
|
$ |
(0.32 |
) |
|
$ |
(0.17 |
) |
Weighted-average number of common shares outstanding: |
|
|
|
|
Basic |
|
|
23,770 |
|
|
|
18,344 |
|
Diluted |
|
|
23,770 |
|
|
|
18,344 |
|
|
|
|
|
|
|
|
|
|
TABLE 3
Advanced Emissions Solutions, Inc. and
SubsidiariesCondensed Consolidated Statements of
Cash
Flows(Unaudited)
|
|
Three Months Ended March 31, |
(in thousands) |
|
|
2023 |
|
|
|
2022 |
|
Cash flows from operating activities |
|
|
|
|
Net loss |
|
$ |
(7,508 |
) |
|
$ |
(3,033 |
) |
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities: |
|
|
|
|
Depreciation, amortization, depletion and accretion |
|
|
2,137 |
|
|
|
1,506 |
|
Gain on sale of Marshall Mine, LLC |
|
|
(2,695 |
) |
|
|
— |
|
Operating lease expense |
|
|
738 |
|
|
|
663 |
|
Earnings from equity method investments |
|
|
(638 |
) |
|
|
(833 |
) |
Stock-based compensation expense |
|
|
563 |
|
|
|
464 |
|
Other non-cash items, net |
|
|
11 |
|
|
|
550 |
|
Changes in operating assets and liabilities: |
|
|
|
|
Receivables and related party receivables |
|
|
3,867 |
|
|
|
2,095 |
|
Prepaid expenses and other assets |
|
|
3,360 |
|
|
|
(725 |
) |
Inventories, net |
|
|
(2,312 |
) |
|
|
(2,359 |
) |
Other long-term assets, net |
|
|
(479 |
) |
|
|
3,116 |
|
Accounts payable and accrued expenses |
|
|
(14,025 |
) |
|
|
(3,210 |
) |
Other current liabilities |
|
|
(210 |
) |
|
|
(1,231 |
) |
Operating lease liabilities |
|
|
(787 |
) |
|
|
2,680 |
|
Other long-term liabilities |
|
|
273 |
|
|
|
910 |
|
Distributions from equity method investees, return on
investment |
|
|
— |
|
|
|
1,501 |
|
Net cash (used in) provided by operating activities |
|
|
(17,705 |
) |
|
|
2,094 |
|
Cash flows from investing activities |
|
|
|
|
Acquisition of property, plant, equipment, and intangible assets,
net |
|
|
(3,545 |
) |
|
|
(1,359 |
) |
Cash and restricted cash acquired in business acquisition |
|
|
2,225 |
|
|
|
— |
|
Disposal of Marshall Mine, LLC |
|
|
(2,177 |
) |
|
|
— |
|
Distributions from equity method investees in excess of cumulative
earnings |
|
|
638 |
|
|
|
1,013 |
|
Mine development costs |
|
|
(38 |
) |
|
|
(93 |
) |
Net cash used in investing activities |
|
|
(2,897 |
) |
|
|
(439 |
) |
Cash flows from financing activities |
|
|
|
|
Net proceeds from common stock issuance |
|
|
15,220 |
|
|
|
— |
|
Term Loan, related party, net of discount and issuance costs |
|
|
8,522 |
|
|
|
— |
|
Principal payments on finance lease obligations |
|
|
(295 |
) |
|
|
(226 |
) |
Repurchase of common stock to satisfy tax withholdings |
|
|
(146 |
) |
|
|
(382 |
) |
Principal payments on notes payable |
|
|
(41 |
) |
|
|
— |
|
Dividends paid on common stock |
|
|
— |
|
|
|
(20 |
) |
Net cash provided by (used) in financing activities |
|
|
23,260 |
|
|
|
(628 |
) |
Increase in Cash and Restricted Cash |
|
|
2,658 |
|
|
|
1,027 |
|
Cash and Restricted Cash, beginning of period |
|
|
76,432 |
|
|
|
88,780 |
|
Cash and Restricted Cash, end of period |
|
$ |
79,090 |
|
|
$ |
89,807 |
|
Supplemental disclosure of non-cash investing and financing
activities: |
|
|
|
|
Equity issued as consideration for acquisition of business |
|
$ |
31,205 |
|
|
$ |
— |
|
Change in accrued purchases for property and equipment |
|
$ |
520 |
|
|
$ |
10 |
|
Paid-in-kind dividend on redeemable preferred stock |
|
$ |
157 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
Note on Non-GAAP Financial
Measures
To supplement the Company's financial information
presented in accordance with U.S. generally accepted accounting
principles, ("GAAP"), the Press Release includes non-GAAP measures
of certain financial performance. The non-GAAP measures include
EBITDA (EBITDA Loss) and Adjusted EBITDA (Adjusted EBITDA Loss).
The Company included non-GAAP measures because management believes
that they help to facilitate comparison of operating results
between periods. The Company believes the non-GAAP measures provide
useful information to both management and users of the financial
statements by excluding certain expenses, gains and losses that may
not be indicative of core operating results and business outlook.
Management uses these non-GAAP measures in evaluating the
performance of our business. These non-GAAP measures are not in
accordance with, or an alternative to, measures prepared in
accordance with GAAP and may be different from non-GAAP measures
used by other companies. In addition, these non-GAAP measures are
not based on any comprehensive set of accounting rules or
principles. These measures should only be used to evaluate the
Company's results of operations in conjunction with the
corresponding GAAP measures.
The Company has defined EBITDA (EBITDA Loss) as net
income (loss) adjusted for the impact of the following items that
are either non-cash or that we do not consider representative of
our ongoing operating performance: depreciation, amortization,
depletion, accretion, amortization of upfront customer
consideration ("Upfront Customer Consideration"), interest expense,
net and income taxes. The Company has defined Adjusted EBITDA
(EBITDA Loss) as EBITDA (EBITDA Loss) reduced by the non-cash
impact of equity earnings from equity method investments and gain
on sale of Marshall Mine LLC, increased by cash distributions from
equity method investments, loss on early settlement of a long-term
receivable. The Company believes that the Consolidated Adjusted
EBITDA measure is less susceptible to variances that affect the
Company's operating performance.
When used in conjunction with GAAP financial
measures, the Company believes these non-GAAP measures are
supplemental measures of operating performance which explain the
operating performance for the period-to-period comparisons and
against competitors' performance. Generally, the Company believes
these non-GAAP measures are less susceptible to variances that
affect operating performance results. The Company expects the
adjustments to EBITDA (EBITDA Loss) and Adjusted EBITDA (EBITDA
Loss) in future periods will be generally similar. These non-GAAP
measures have limitations as analytical tools and should not be
considered in isolation or as a substitute for analyzing our
results as reported under GAAP.
TABLE 4
Advanced Emissions Solutions, Inc. and
SubsidiariesConsolidated Adjusted EBITDA (EBITDA
Loss) Reconciliation to Net (Loss)(Amounts in
thousands)(Unaudited)
|
|
Three Months Ended March 31, |
(in thousands) |
|
|
2023 |
|
|
|
2022 |
|
Net loss(1) |
|
$ |
(7,508 |
) |
|
$ |
(3,033 |
) |
Depreciation, amortization, depletion and accretion |
|
|
2,137 |
|
|
|
1,506 |
|
Amortization of Upfront Customer Consideration |
|
|
127 |
|
|
|
127 |
|
Interest expense, net |
|
|
289 |
|
|
|
64 |
|
Income tax benefit |
|
|
(33 |
) |
|
|
— |
|
(EBITDA loss) |
|
|
(4,988 |
) |
|
|
(1,336 |
) |
Cash distributions from equity method investees |
|
|
638 |
|
|
|
2,514 |
|
Equity earnings |
|
|
(638 |
) |
|
|
(833 |
) |
Gain on sale of Marshall Mine, LLC |
|
|
(2,695 |
) |
|
|
— |
|
Loss on early settlement of long-term receivable |
|
|
— |
|
|
|
535 |
|
(Adjusted EBITDA loss) Adjusted EBITDA |
|
$ |
(7,683 |
) |
|
$ |
880 |
|
(1) Included in Net loss for the three months ended
March 31, 2023 and 2022, is $4.4 million and $0.8 million,
respectively, of transactions and integration costs incurred
related to the Arq Acquisition. Additionally, for the three months
ended March 31, 2023, Net loss included $0.9 million of Arq payroll
and benefit costs.
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