Form 8-K MEDIFAST INC For: Nov 05

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM�8-K

�

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): November 5, 2014

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MEDIFAST, INC.

(Exact name of registrant as specified in its Charter)

�

Delaware	�	001-31573	�	13-3714405
(State or other jurisdiction	�	(Commission file number)	�	(IRS Employer
of incorporation)	�	�	�	Identification No.)

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3600 Crondall Lane, Owings Mills, Maryland 21117

(Address of Principal Executive Offices) (Zip Code)

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Registrant’s telephone number, including area code: (410)-581-8042

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N/A

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o

Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o

Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o

Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o

Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.

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Results of Operations and Financial Condition.

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On November 5, 2014, Medifast, Inc. issued a Press Release announcing its earnings for the third quarter of 2014.

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A copy of the Press Release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein. This information is being furnished in this report and shall not be deemed to be “filed” for any purpose, including 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 that section, nor shall it be deemed incorporated by reference into 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.

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Item 9.01.

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Financial Statements and Exhibits.

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(d)����������Exhibits.

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99.1	Press release dated November 5, 2014

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Signature

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

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�	MEDIFAST,�INC.
�	�
�	�
�	By:	/s/ Jason L. Groves, Esq.
�	�	Jason L. Groves, Esq. Executive Vice President and General Counsel
�	�	�
�	�
Dated: November 5, 2014	�

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EXHIBIT INDEX

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Exhibit No.	Description
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99.1	Press Release dated November 5, 2014

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Exhibit 99.1

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Medifast, Inc. Announces Third Quarter 2014 Financial Results

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Third Quarter Earnings per Diluted Share Exceeds Guidance

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OWINGS MILLS, Md., November 5, 2014 – Medifast, Inc. (NYSE: MED), a leading United States manufacturer and provider of clinically proven weight-loss and healthy living products and programs, today reported financial results for the third quarter ended September 30, 2014.

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“Our team continued to manage the controllable aspects of our business and we are pleased these efforts enabled us to generate another quarter of earnings ahead of our expectations,” said Michael C. MacDonald, Medifast’s Chairman and Chief Executive Officer. “While top line growth continues to be a challenge, we believe the strategic initiatives we have set in place will improve our ability to attract new clients and retain our current customers across Medifast’s multiple sales channels. Looking ahead, we continue to focus on utilizing the strength of our balance sheet to enhance shareholder value.”

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Third Quarter 2014 Results�

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Operating income was $5.9 million, or 8.0% as a percentage of net revenue, compared to $7.3 million, or 8.5% as a percentage of net revenue, in the third quarter of 2013.

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Net income was $4.9 million, or $0.39 per diluted share, compared to net income of $5.7 million, or $0.41 per diluted share, for the third quarter of 2013. Excluding $1.6 million, or $0.08 per diluted share, of extraordinary legal and advisory expenses resulting from recent 13D filings, third quarter 2014 net income would have been $5.9 million, or $0.47 per diluted share.

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For the third quarter ended September 30, 2014, Medifast net revenue decreased 14% to $74.0 million from net revenue of $86.5 million in the third quarter of 2013.� Revenue in the direct sales channel, Take Shape for Life, decreased 11% to $49.9 million in the third quarter of 2014 compared to $56.2 million in the same period last year. The Company ended the third quarter with approximately 10,200 active health coaches and the average revenue per health coach per month for the quarter was $1,504 compared to $1,532 in the third quarter of 2013.

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The Company’s Medifast Direct channel revenue decreased 22% to $13.4 million, compared to $17.2 million in the third quarter of 2013.� New customer acquisition continues to be challenging and the Company limited marketing spending in the quarter based on lower efficiencies and the desire to optimize profitability. The Company will invest additional dollars into marketing in the fourth quarter, as compared to 2013, while working to balance the investment to effectively drive customer conversion.

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In the third quarter, the Medifast Weight Control Centers and Wholesale Physicians channel revenue decreased 20% to $10.6 million, compared to $13.2 million in the same period last year. The decrease was partially due to the sale of 24 corporate centers in the second quarter of this year and the closure of eight centers in the fourth quarter of 2013. As of September 30, 2014 Medifast had 51 corporate-owned and 69 franchise centers. �Going forward, the Company will continue to focus on transitioning the majority of the remaining corporate-owned centers to the franchise model.

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Gross profit for the third quarter of 2014 decreased 15% to $54.9 million, compared to $64.9 million in the third quarter of 2013. The Company’s gross profit as a percentage of net revenue decreased 80 basis points to 74.2% in the third quarter versus 75.0% in the third quarter of 2013. The decrease in gross profit margin was primarily due to the change in sales mix as retail revenue from corporate centers transitions to franchise wholesale revenue.

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Sales and marketing expense decreased $0.6 million in the third quarter of 2014 compared to the third quarter of 2013, primarily driven by a $1.2 million reduction in advertising spending compared to the prior year that was partially offset by additional Take Shape For Life convention related expenses. In the third quarter of 2014, the Company’s revenue to spend ratio was 17.2-to-1 versus 15.8-to-1 in the third quarter of 2013. The Company continues to focus on efficiency improvements and balancing sales and marketing expense in an effort to drive profitability.

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Selling, general and administrative expenses decreased $8.5 million to $49.0 million compared to $57.5 million in the third quarter of 2013 despite the aforementioned extraordinary legal and advisory expenses. As a percentage of net revenue, selling, general and administrative expenses decreased 30 basis points to 66.2% versus 66.5% in the third quarter of 2013.

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The Company had an effective tax rate of 29.1% compared to 28.0% in the third quarter of 2013.

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Balance Sheet�

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The Company’s balance sheet remains strong with stockholders’ equity of $82.6 million and working capital of approximately $51.7 million as of September 30, 2014.� Cash, cash equivalents, and investment securities for the third quarter of 2014 decreased $12.2 million to $55.6 million compared to $67.8 million at December 31, 2013. The Company repurchased 676,092 shares of common stock for $19.7 million during the third quarter. On September 16, 2014, the Company authorized the repurchase of an additional 1.0 million shares. As of September 30, 2014, the Company had 1.2 million shares available for future share repurchases under its repurchase program. The Company remains free of interest bearing debt.

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Outlook

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The Company expects fourth quarter 2014 net revenue to be in the range of approximately $69 to $73 million and earnings per diluted share in the range of $0.31 to $0.34. The Company’s guidance includes $0.5 million, or $0.03 per diluted share, for the aforementioned extraordinary legal and advisory expenses. In addition, fourth quarter earnings guidance reflects the impact of a Franchisee announcement to close seven centers at the end of October and an anticipated Franchisee loan default whereby Medifast is a secondary guarantor. Upon the triggering event of the Franchisee loan default subsequent to September 30, 2014, the Company may be required to perform under this guarantee resulting in a charge up to $2.0 million, or $0.11 per diluted share. Excluding these two items, the Company’s earnings guidance is in the range of $0.45 to $0.48 per diluted share. The fourth quarter guidance also assumes a 33% to 34% effective tax rate.

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For fiscal year 2014, the Company now expects revenue to be in the range of $310 to $314 million and earnings per diluted share in the range of $1.59 to $1.62.� The updated earnings per share guidance reflects $2.1 million, or $0.11 per diluted share, for the aforementioned extraordinary legal and advisory expenses in the third and fourth quarters and up to $2.0 million, or $0.10 per diluted share, of anticipated expense associated with the Franchisee loan default mentioned above. Excluding these two items, the Company’s earnings guidance is in the range of $1.80 to $1.83 per diluted share. The fiscal year 2014 guidance assumes a 33% to 34% effective tax rate.

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Conference Call Information

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The conference call is scheduled to begin at 4:30 p.m. ET on November 5, 2014. The call will be broadcast live over the Internet hosted at the Investor Relations section of Medifast’s website at www.MedifastNow.com, and will be archived online through November 19, 2014. In addition, listeners may dial (877) 705-6003.

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A telephonic playback will be available from 7:30 p.m. ET, November 5, 2014, through November 19, 2014. Participants can dial (877) 870-5176 to hear the playback and enter pass code 13593646.

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About Medifast

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Medifast (NYSE: MED) is the leading easy-to-use, clinically proven weight-loss program. The company sells its products and programs via four unique distribution channels: 1) the Web and national call centers, 2) the Take Shape For Life personal coaching division, 3) Medifast Weight Control Centers, and 4) a national network of physicians. Medifast was founded in 1980 and is located in Owings Mills, Maryland. For more information, log onto www.MedifastNow.com.

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MED-F

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Forward Looking Statements

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Please Note: This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as “intend” or other similar words or the negative of such terminology. Similarly, descriptions of Medifast’s objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Medifast believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Medifast’s inability to attract and retain independent Health Coaches and Members, stability in the pricing of print, TV and Direct Mail marketing initiatives affecting the cost to acquire customers, increases in competition, litigation, regulatory changes, and its planned growth into new domestic and international markets and new channels of distribution. Although Medifast believes that the expectations, statements, and assumptions reflected in these forward- looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

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Investor Contact:

ICR, Inc.

Katie Turner

(646) 277-1228

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MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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�	�	(Unaudited)		�	�	(Audited)		�
�	�	September 30, 2014		�	�	December 31, 2013		�
�	�	�		�	�	�		�
ASSETS	�	�	�	�	�	�	�	�
Current assets:	�	�	�	�	�	�	�	�
Cash and cash equivalents	�	$	27,631,000	�	�	$	36,382,000	�
Accounts receivable-net of allowance for sales returns and doubtful accounts	�	�	�	�	�	�	�	�
of $573,000 and $647,000 at September 30, 2014 and December 31, 2013, respectively	�	�	2,354,000	�	�	�	1,246,000	�
Inventory	�	�	16,208,000	�	�	�	18,059,000	�
Investment securities	�	�	27,997,000	�	�	�	31,420,000	�
Income taxes, prepaid	�	�	907,000	�	�	�	-	�
Prepaid expenses and other current assets	�	�	1,937,000	�	�	�	2,890,000	�
Deferred tax assets	�	�	2,018,000	�	�	�	1,957,000	�
Total current assets	�	�	79,052,000	�	�	�	91,954,000	�
�	�	�	�	�	�	�	�	�
Property, plant and equipment - net	�	�	36,014,000	�	�	�	40,336,000	�
Other assets	�	�	273,000	�	�	�	360,000	�
�	�	�	�	�	�	�	�	�
�����TOTAL ASSETS	�	$	115,339,000	�	�	$	132,650,000	�
�	�	�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS’ EQUITY	�	�	�	�	�	�	�	�
Current liabilities:	�	�	�	�	�	�	�	�
Accounts payable and accrued expenses	�	$	27,090,000	�	�	$	26,780,000	�
Income taxes payable	�	�	-	�	�	�	99,000	�
Current maturities of capital leases	�	�	229,000	�	�	�	222,000	�
Total current liabilities	�	�	27,319,000	�	�	�	27,101,000	�
�	�	�	�	�	�	�	�	�
Other liabilities:	�	�	�	�	�	�	�	�
Capital leases, net of current portion	�	�	301,000	�	�	�	474,000	�
Deferred tax liabilities	�	�	5,167,000	�	�	�	6,659,000	�
Total liabilities	�	�	32,787,000	�	�	�	34,234,000	�
�	�	�	�	�	�	�	�	�
Stockholders’ Equity:	�	�	�	�	�	�	�	�
Preferred stock, $.001 par value (1,500,000 authorized, no shares issued and outstanding)	�	�	-	�	�	�	-	�
Common stock; par value $.001 per share; 20,000,000 shares authorized;	�	�	�	�	�	�	�	�
12,368,249 and 13,143,309 issued at September 30, 2014 and December 31, 2013, respectively;	�	�	�	�	�	�	�	�
12,058,314 and 13,115,642 issued and outstanding at September 30, 2014 and December 31, 2013, respectively	�	�	12,000	�	�	�	13,000	�
Accumulated other comprehensive income	�	�	282,000	�	�	�	703,000	�
Retained earnings	�	�	82,258,000	�	�	�	97,700,000	�
Total stockholders’ equity	�	�	82,552,000	�	�	�	98,416,000	�
�	�	�	�	�	�	�	�	�
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	�	$	115,339,000	�	�	$	132,650,000	�

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MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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�

�

Three Months Ended September 30,

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Nine Months Ended September 30,

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�

�

2014

�

�

2013

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�

2014

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�

2013

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�

�

�

�

�

�

�

�

�

�

�

�

�

Revenue

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$

73,992,000

�

�

$

86,480,000

�

�

$

241,404,000

�

�

$

279,595,000

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Cost of sales

�

�

19,076,000

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�

�

21,627,000

�

�

�

62,194,000

�

�

�

69,403,000

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Gross Profit

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�

54,916,000

�

�

�

64,853,000

�

�

�

179,210,000

�

�

�

210,192,000

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Selling, general, and administration

�

�

48,977,000

�

�

�

57,504,000

�

�

�

157,163,000

�

�

�

183,624,000

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Income from operations

�

�

5,939,000

�

�

�

7,349,000

�

�

�

22,047,000

�

�

�

26,568,000

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Other income

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Interest and dividend income, net

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�

149,000

�

�

�

167,000

�

�

�

445,000

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�

�

317,000

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Other income

�

�

757,000

�

�

�

362,000

�

�

�

2,044,000

�

�

�

581,000

�

�

�

�

906,000

�

�

�

529,000

�

�

�

2,489,000

�

�

�

898,000

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Income before income taxes

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�

6,845,000

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�

�

7,878,000

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�

�

24,536,000

�

�

�

27,466,000

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Provision for income taxes

�

�

1,990,000

�

�

�

2,205,000

�

�

�

7,994,000

�

�

�

8,787,000

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income

�

$

4,855,000

�

�

$

5,673,000

�

�

$

16,542,000

�

�

$

18,679,000

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic earnings per share

�

$

0.39

�

�

$

0.41

�

�

$

1.28

�

�

$

1.35

�

Diluted earnings per share

�

$

0.39

�

�

$

0.41

�

�

$

1.27

�

�

$

1.34

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Weighted average shares outstanding -

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic

�

�

12,457,438

�

�

�

13,884,293

�

�

�

12,877,297

�

�

�

13,852,155

�

Diluted

�

�

12,569,387

�

�

�

13,903,412

�

�

�

12,975,671

�

�

�

13,955,217

�

�

�

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