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Form 8-K S&W Seed Co For: Nov 12

November 12, 2015 4:11 PM


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

November 12, 2015
Date of Report (Date of earliest event reported)



S&W SEED COMPANY
(Exact Name of Company as Specified in Its Charter)

 

Nevada
001-34719
27-1275784
 (State or Other Jurisdiction of Incorporation)
 (Commission File Number)
(IRS Employer Identification Number)

7108 North Fresno Street, Suite 380
Fresno, CA    93720

(Address of Principal Executive Offices Including Zip Code)

(559) 884-2535
(Company's Telephone Number, Including Area Code)


       Not Applicable       

(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:

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

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

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

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




Item 2.02.    Results of Operations and Financial Condition.

On November 12, 2015, the Company issued a press release entitled "S&W Announces Results for the First Quarter of Fiscal 2016." The text of the press release is furnished as Exhibit 99.1.

The information in Exhibit 99.1 hereto shall not be deemed "filed" for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

99.1

Press Release of S&W Seed Company dated November 12, 2015, announcing financial results for the period ended September 30, 2015*

______________
* This exhibit is furnished and shall not be deemed "filed" for purposes of the Exchange Act, as amended.

 

 

2


SIGNATURES

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 thereunto duly authorized.

  S&W SEED COMPANY

  By:   /s/ Matthew K. Szot
 
         Matthew K. Szot
         Executive Vice President of Finance and Administration and Chief Financial Officer

Date: November 12, 2015

 

 

3


EXHIBIT INDEX

Exhibit

Description

99.1

Press Release of S&W Seed Company dated November 12, 2015, announcing financial results for the period ended September 30, 2015*

______________
* This exhibit is furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended.

 

 

 

EXHIBIT 99.1

S&W Announces Results for the First Quarter of Fiscal 2016

For Immediate Release

Company Contact:
Matthew Szot, Chief Financial Officer
S&W Seed Company
Phone: (559) 884-2535
www.swseedco.com

Investor Contact:
Joe Dorame, Robert Blum, Joe Diaz
Lytham Partners, LLC
Phone: (602) 889-9700
[email protected]
www.lythampartners.com

FRESNO, California - November 12, 2015 - S&W Seed Company (Nasdaq: SANW) today announced financial results for the first quarter of fiscal year 2016 ended September 30, 2015.

First Quarter Fiscal 2016 Financial Highlights:

  • Quarterly revenue increased 50.1% to $12.3 million compared to $8.2 million in the comparable quarter of fiscal 2015, driven primarily by organic revenue growth;
  • Quarterly adjusted gross profit margins improved to 18.2% compared to gross profit margins of 16.1% for the first quarter of fiscal 2015;
  • Quarterly Adjusted EBITDA (see Table B) of $(0.6) million compared to $(0.5) million in the first quarter of fiscal 2015;
  • Adjusted non-GAAP net income (loss) (see Table A) of $(1.7) million for the first quarter of fiscal 2016 versus $(0.9) million in the year ago period; and
  • Adjusted Non-GAAP EPS (see Table A) for the first quarter was $(0.12) per diluted share compared to $(0.08) per diluted share in the first quarter of fiscal 2015;

Quarterly Results

For the first quarter of fiscal year 2016, revenue increased 50.1% to $12.3 million versus $8.2 million in the comparable period of the prior year. The $4.1 million increase in first quarter revenue was driven by an increase in sales of the Company's non-dormant varieties due to a strengthening alfalfa seed market. The Company recorded sales of approximately $0.5 million from its distribution and production agreements with DuPont Pioneer, which was consistent with seasonal expectations for these agreements.

Adjusted gross profit margins during the first quarter of fiscal 2016 were 18.2% compared to gross profit margins of 16.1% in the first quarter of fiscal 2015. During the first quarter, the Company incurred losses of approximately $260,000 in connection with its decision to cease all non-seed crop farming in an effort to focus on its core competencies and the elimination of internal farming risk. Including the effects of non-seed farming related losses, gross profit margins for the first quarter were 16.1%.


Selling, general and administrative (SG&A) expenses for the first quarter of fiscal 2016 totaled $2.5 million compared to $1.8 million for the comparable period in fiscal 2015. Research and development (R&D) expenses for the first quarter increased to $690,000 from $223,000 in the year ago period. The increase in SG&A and R&D expenses was primarily due to the addition of activities associated with the acquired DuPont Pioneer operations.

Total operating expenses for the first quarter of fiscal 2016 were $4.0 million, compared to $2.3 million in the year ago period. The increase in total operating expenses is primarily associated with the addition of activities associated with the acquired DuPont Pioneer operations. Due to the seasonality of the DuPont Pioneer operations, these expenses, which are generally fixed in nature throughout the year, had minimal corresponding revenue associated with them.

Adjusted non-GAAP net loss (see Table A) for the first quarter of fiscal 2016, excluding various items (losses incurred on farming of non-seed crops, change in derivative warrant liabilities, change in contingent consideration obligation, amortization of debt discount, and losses incurred due to equity method investment), was $(1.7) million, or $(0.12) per basic and diluted share. GAAP net loss for the first quarter of fiscal 2016 was $(1.9) million, or $(0.14) per basic and diluted share, compared to $(0.9) million, or $(0.08) per basic and diluted share, in the first quarter of fiscal 2015.

Adjusted EBITDA, a non-GAAP metric (see Table B), for the first quarter of fiscal 2016 was $(0.6) million compared to Adjusted EBITDA of $(0.5) million in the first quarter of fiscal 2015.

Outlook
Based upon the evaluation of information currently available to management, the Company continues to expect to generate annual revenue of approximately $95 million for the fiscal year ending June 30, 2016, reflecting an increase of approximately 17% over fiscal 2015.

Management Discussion
Mark Grewal, president and chief executive officer of S&W Seed Company, commented, "We are pleased with the progress made during the first quarter executing on our business plan. Fiscal 2016 is shaping up to be a good year for S&W as the alfalfa seed markets continue to strengthen due to improved demand and decreased supply on a global basis. S&W is uniquely positioned to capitalize on these trends due to our global diversification of both production and distribution capabilities, along with a broad product portfolio that allows us to meet the needs of farmers in nearly every region of the world."

Matthew Szot, chief financial officer of S&W Seed Company, commented, "During the first quarter, we experienced significant year-over-year improvements in our non-dormant operations. Organic revenues increased by 43.6% compared to the first quarter of the prior year as demand in key non-dormant regions continues to improve. Excluding expenses associated with the acquired DuPont Pioneer operations, which had minimal corresponding revenue due to the seasonality of that business during the first quarter, the Company's organic operations would have produced positive adjusted EBITDA compared to a loss in the prior year period. We are very pleased with the results from our organic operations and look forward to the strong contributions from our acquired operations in the coming quarters."


Mr. Grewal concluded, "S&W is uniquely positioned to capitalize on the global trend of increased protein consumption in a large number of developing countries. Patterns of food consumption are becoming more similar throughout the world, incorporating higher-quality and more expensive foods such as meat and dairy products. Alfalfa is the core protein forage within dairy and meat livestock, and we expect to see continued growth in demand in the coming years. We are extremely pleased with the initiatives taken over the last few years to position S&W as the largest and most diversified alfalfa seed company in the world, and we are excited about the opportunities that this positioning will open to us in the coming years."

Conference Call
S&W Seed Company has scheduled a conference call for today, Thursday, November 12, 2015, at 4:30pm ET (1:30pm PT) to review the results of its most recent quarter. Interested parties can access the conference call by dialing (877) 317-6789 or (412) 317-6789 or can listen via a live Internet webcast, which is available in the Investor Relations section of the Company's website at
http://www.swseedco.com/investors. A teleconference replay of the call will be available for three days at (877) 344-7529 or (412) 317-0088, confirmation # 10075885. A webcast replay will be available in the Investor Relations section of the Company's website at http://www.swseedco.com/investors for 30 days.

Non-GAAP Financial Measures
In addition to financial results reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), the Company has provided the following non-GAAP financial measures in this release and the accompanying tables: adjusted gross profit margin, adjusted EBITDA, adjusted net income (loss) and adjusted earnings (loss) per share. S&W uses these non-GAAP financial measures internally to facilitate period-to-period comparisons and analysis of its operating performance and liquidity and believes they are useful to investors as a supplement to GAAP measures in analyzing, trending and benchmarking the performance and value of S&W's business. However, these measures are not intended to be a substitute for those reported in accordance with GAAP. These measures may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures. For reconciliations of these measures where applicable to the most applicable financial measures under GAAP, see Table A and Table B included in the tables accompanying this release.

In order to calculate these non-GAAP financial measures, the Company makes targeted adjustments to certain GAAP financial line items found on its Consolidated Statement of Operations, backing out non-recurring or unique items or items that otherwise distort the underlying results and trends of the ongoing business. We have excluded the following items from one or more of our non-GAAP financial measures for the periods presented:

Cost of revenue. We exclude a portion of cost of revenue representing losses incurred in connection with the farming of various non-seed crops. These amounts are non-recurring and unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.


Interest expense - amortization of debt discount. Amortization of debt discount and issuance costs are related to our Convertible Debentures and warrants issued in December 2014. These amounts are non-cash charges and are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Changes in derivative warrant liabilities. Change in derivative warrant liabilities are related to the change in fair value of the warrants issued in conjunction with our Convertible Debentures issued in December 2014. These amounts are non-cash gains and/or losses and are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Changes in contingent consideration obligation. Change in contingent consideration obligation is related to the change in fair value of the contingent consideration to DuPont Pioneer for the December 2014 acquisition. These amounts are non-cash gains and/or losses and are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Loss on equity method investment. Losses (gains) from our equity method investment are related to the Company's portion of losses incurred at its 50% owned Joint Corporation in Argentina. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Non-GAAP Tax Rate. The estimated non-GAAP effective tax rate adjusts the tax effect to quantify the excluded tax consequences of the excluded non-GAAP items.

Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:

Adjusted gross profit margin is a non-GAAP financial measure that S&W has calculated by deducting losses of approximately $260,000 incurred in connection with the farming of various non-seed crops. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Adjusted net income (loss) and non-GAAP earnings (loss) per share. S&W defines non-GAAP net income (loss) as net income (loss) less losses incurred on farming of non-seed crops, change in derivative warrant liabilities, change in contingent consideration obligation, amortization of debt discount, and losses incurred due to equity method investment. However, in order to provide a complete picture of its recurring core business operating results, the Company also excludes from non-GAAP net income the tax effects of these adjustments. The Company used an effective tax rate that it believes would be applied had our income reached the non-GAAP levels represented to calculate non-GAAP net income (loss) for the presented periods.


Investors need to recognize that the effects to tax rates are made by management's best estimates. The Company believes that these non-GAAP financial measures provide useful supplemental information for evaluating its operating performance.

Adjusted EBITDA is a non-GAAP financial measure that S&W defines as GAAP net income (loss), adjusted to exclude non-recurring cost of revenue charges, depreciation and amortization, non-cash stock-based compensation, foreign currency loss, change in derivative warrant liabilities, change in contingent consideration obligation, interest expense - amortization of debt discount, interest expense - convertible dent and other, loss on equity method investment, and provision (benefit) for income taxes. The Company believes that the use of adjusted EBITDA is useful to investors and other users of its financial statements in evaluating its operating performance because it provides them with an additional tool to compare business performance across companies and across periods. The Company uses adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of its overall assessment of its performance, for planning purposes, including the preparation of its annual operating budget, to evaluate the effectiveness of its business strategies and to communicate with its board of directors concerning the Company's financial performance. Management does not place undue reliance on adjusted EBITDA as its only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP.

About S&W Seed Company
Founded in 1980, S&W Seed Company is a global agricultural company, headquartered in Fresno, California. The Company's vision is to be the world's preferred proprietary seed company which supplies a range of forage and specialty crop products that supports the growing global demand for animal proteins and healthier consumer diets. The Company is the global leader in alfalfa seed, with unrivaled research and development, production and distribution capabilities. S&W's capabilities span the world's alfalfa seed production regions, with operations in the San Joaquin and Imperial Valleys of California, five other U.S. states, Australia, and three provinces in Canada, and S&W sells its seed products in more than 30 countries around the globe.  Additionally, the Company is utilizing its research and breeding expertise to develop and produce stevia, the all-natural, zero calorie sweetener for the food and beverage industry. For more information, please visit www.swseedco.com.

Safe Harbor Statement
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." Forward-looking statements in this release include, but are not limited to, statements concerning annual revenue, gross profit margins, and adjusted EBITDA for the fiscal year ending June 30, 2016, diversification of our business, and a strengthening alfalfa seed market. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors and other risks identified in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2015, and in other filings subsequently made by the Company with the Securities and Exchange Commission. The Company does not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.


Table A

S&W SEED COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 

      Three Months Ended
      September 30,
      2015     2014
                         
            NON-GAAP     NON-GAAP      
      GAAP     Adjustments     Adjusted     GAAP
                         
                         
Revenue   $ 12,254,912      -     $ 12,254,912    $ 8,164,234 
                         
Cost of revenue     10,280,031      (259,566)     10,020,465      6,850,442 
                         
Gross profit     1,974,881      (259,566)     2,234,447      1,313,792 
                         
Operating expenses                        
     Selling, general and administrative expenses     2,473,977      -       2,473,977      1,788,425 
     Research and development expenses     690,373      -       690,373      223,359 
     Depreciation and amortization     788,796      -       788,796      319,759 
                         
          Total operating expenses     3,953,146      -       3,953,146      2,331,543 
                         
Loss from operations     (1,978,265)     (259,566)     (1,718,699)     (1,017,751)
                         
Other expense                        
     Foreign currency loss     83,346      -       83,346      47,741 
     Change in derivative warrant liabilities     (539,000)     539,000      -       -  
     Change in contingent consideration obligation     (95,284)     95,284      -       -  
     Interest expense - amortization of debt discount     906,252      (906,252)     -       13,036 
     Interest expense - convertible debt and other     696,235      -       696,235      233,614 
     Loss on equity method investment     94,362      (94,362)     -       -  
                         
Loss before income taxes     (3,124,176)     (625,896)     (2,498,280)     (1,312,142)
     Benefit from income taxes     (1,249,943)     (410,789)     (839,154)     (437,827)
Net loss   $ (1,874,233)     (215,107)   $ (1,659,126)   $ (874,315)
                         
Net loss per common share:                        
     Basic   $ (0.14)         $ (0.12)   $ (0.08)
     Diluted   $ (0.14)         $ (0.12)   $ (0.08)
                         
Weighted average number of common shares outstanding:                        
     Basic     13,463,353           13,463,353     11,625,115
     Diluted     13,463,353           13,463,353     11,625,115

 


Table B

S&W SEED COMPANY
ITEMIZED RECONCILIATION BETWEEN NET (LOSS) INCOME AND NON-GAAP ADJUSTED EBITDA
(unaudited)

 

      Three Months Ended
      September 30,
      2015     2014
             
Net loss   $ (1,874,233)   $ (874,315)
             
Non-recurring cost of revenue charges     259,566     
             
Depreciation and amortization     788,796      319,759 
             
Non-cash stock-based compensation     324,561      219,012 
             
Foreign currency loss     83,346      47,741 
             
Change in derivative warrant liabilities     (539,000)    
             
Change in contingent consideration obligation     (95,284)    
             
Interest expense - amortization of debt discount     906,252      13,036 
             
Interest expense - convertible debt and other     696,235      233,614 
             
Loss on equity method investment     94,362     
             
Benefit from income taxes     (1,249,943)     (437,827)
             
Non-GAAP Adjusted EBITDA   $ (605,342)   $ (478,980)

 


S&W SEED COMPANY
CONSOLIDATED BALANCE SHEETS
(unaudited)

      September 30,     June 30,
      2015     2015
ASSETS            
             
CURRENT ASSETS            
     Cash and cash equivalents   $ 8,379,320    $ 3,535,458 
     Accounts receivable, net     25,952,914      26,728,741 
     Inventories, net     46,337,634      25,521,747 
     Prepaid expenses and other current assets     1,131,521      797,199 
     Deferred tax assets     274,663      286,508 
               TOTAL CURRENT ASSETS     82,076,052      56,869,653 
             
Property, plant and equipment, net     11,485,411      11,476,936 
Intangibles, net     36,782,768      38,004,916 
Goodwill     9,375,269      9,630,279 
Crop production costs, net         212,231 
Deferred tax assets     5,510,273      4,060,156 
Other assets     2,402,495      2,088,896 
               TOTAL ASSETS   $ 147,632,268    $ 122,343,067 
             
LIABILITIES AND STOCKHOLDERS' EQUITY            
             
CURRENT LIABILITIES            
     Accounts payable   $ 30,715,979    $ 13,722,900 
     Accounts payable - related parties     3,896,592      1,128,630 
     Deferred revenue     14,096,618     
     Accrued expenses and other current liabilities     1,878,116      2,328,349 
     Foreign exchange contract liabilities     617,053      59,116 
     Lines of credit     9,990,164      13,755,800 
     Current portion of long-term debt     2,276,784      2,223,465 
     Current portion of convertible debt, net     9,612,578      9,265,929 
          TOTAL CURRENT LIABILITIES     73,083,884      42,484,189 
             
Contingent consideration obligation     1,982,716      2,078,000 
Long-term debt, less current portion     10,666,740      10,682,072 
Convertible debt, net, less current portion     6,307,452      8,777,041 
Derivative warrant liabilities     5,719,000      6,258,000 
Other non-current liabilities     134,932      188,160 
             
          TOTAL LIABILITIES     97,894,724      70,467,462 
             
STOCKHOLDERS' EQUITY            
     Preferred stock, $0.001 par value; 5,000,000 shares authorized;            
          no shares issued and outstanding          
     Common stock, $0.001 par value; 50,000,000 shares authorized;            
          13,488,455 issued and 13,463,455 outstanding at September 30, 2015;            
          13,479,101 issued and 13,454,101 outstanding at June 30, 2015;     13,488      13,479 
     Treasury stock, at cost, 25,000 shares     (134,196)     (134,196)
     Additional paid-in capital     63,245,491      62,072,379 
     Accumulated deficit     (6,853,704)     (4,979,471)
     Accumulated other comprehensive loss     (6,533,535)     (5,096,586)
          TOTAL STOCKHOLDERS' EQUITY     49,737,544      51,875,605 
               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 147,632,268    $ 122,343,067 

 


S&W SEED COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

      Three months ended
      September 30,
      2015     2014
CASH FLOWS FROM OPERATING ACTIVITIES            
     Net loss   $ (1,874,233)   $ (874,315)
     Adjustments to reconcile net loss to net cash provided            
          by (used in) operating activities            
          Stock-based compensation     324,561      219,012 
          Change in allowance for doubtful accounts     (1,000)    
          Depreciation and amortization     788,796      319,759 
          Change in deferred tax asset      (1,450,117)     (293,554)
          Change in foreign exchange contracts     586,431      69,786 
          Change in derivative warrant liabilities     (539,000)    
          Change in contingent consideration obligation     (95,284)    
          Amortization of debt discount     906,252      13,036 
          Loss on equity method investment     94,362     
          Changes in operating assets and liabilities, net:            
               Accounts receivable     118,389      2,077,130 
               Inventories     (21,482,850)     (1,624,020)
               Prepaid expenses and other current assets     (311,159)     (147,782)
               Crop production costs         (719,014)
               Other non-current assets     (140,568)    
               Accounts payable     17,681,243      (809,065)
               Accounts payable - related parties     2,789,651      1,462,997 
               Deferred revenue     14,096,618     
               Accrued expenses and other current liabilities     (472,841)     (350,100)
               Other non-current liabilities     (45,219)     2,302 
                    Net cash provided by (used in) operating activities     10,974,032      (653,828)
             
CASH FLOWS FROM INVESTING ACTIVITIES            
     Additions to property, plant and equipment     (357,393)     (149,850)
     Investment in Bioceres         (4,983)
                    Net cash used in investing activities     (357,393)     (154,833)
             
CASH FLOWS FROM FINANCING ACTIVITIES            
     Taxes paid related to net share settlements of stock-based compensation awards     (23,302)     (26,945)
     Borrowings and repayments on lines of credit, net     (3,414,683)     2,090,978 
     Borrowings of long-term debt     85,368     
     Repayments of convertible debt     (2,141,675)    
     Repayments of long-term debt     (2,223)     (83,727)
                    Net cash (used in) provided by financing activities     (5,496,515)     1,980,306 
             
EFFECT OF EXCHANGE RATE CHANGES ON CASH     (276,262)     (24,368)
             
NET INCREASE IN CASH AND CASH EQUIVALENTS     4,843,862      1,147,277 
             
CASH AND CASH EQUIVALENTS, beginning of the period     3,535,458      1,167,503 
             
CASH AND CASH EQUIVALENTS, end of period   $ 8,379,320    $ 2,314,780 

 


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