Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter ended March 31, 2024.
- Revenue of $288.1 million for the quarter ended March 31, 2024, up 5% from $274.8 million for the quarter ended March 31, 2023.
- Gross profit of $20.4 million for the quarter ended March 31, 2024, compared to $18.9 million for the quarter ended March 31, 2023.
- Net loss attributable to stockholders of $0.4 million, or $(0.01) per share for the quarter ended March 31, 2024, compared to a net loss attributable to stockholders of $4.7 million, or $(0.11) per share for the quarter ended March 31, 2023.
- Adjusted Net Loss attributable to stockholders of $0.4 million, or $(0.01) per share for the year ended March 31, 2024, compared to an Adjusted Net Loss attributable to stockholders of $1.5 million, or $(0.03) per share for the year ended March 31, 2023. (1)
- Adjusted EBITDA of $10.9 million for the quarter ended March 31, 2024, compared to $12.7 million for the quarter ended March 31, 2023. (1)
- Backlog of $2.64 billion, compared to $2.83 billion as of December 31, 2023.
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(1)
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Please refer to “Non-GAAP Measures” and reconciliations for our non-GAAP financial measures, including, “Adjusted Net Loss,” “Adjusted Net Loss Per Share,” and “Adjusted EBITDA”
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Southland’s President and Chief Executive Officer, Frank Renda, said, “We had a good start to the year in our seasonally slowest quarter, with revenue increasing by 5% and gross margins improving slightly from the prior year. Demand in our core markets for infrastructure construction services remains extremely healthy driven by significant federal spending and robust state and local programs.”
2024 First Quarter Results
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Condensed Consolidated Statements of Operations (unaudited)
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|
|
|
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|
|
|
|
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Three Months Ended
|
|
(Amounts in thousands)
|
March 31, 2024
|
|
March 31, 2023
|
|
Revenue
|
$
|
288,097
|
|
$
|
274,829
|
|
Cost of construction
|
|
267,676
|
|
|
255,886
|
|
Gross profit
|
|
20,421
|
|
|
18,943
|
|
Selling, general, and administrative expenses
|
|
14,394
|
|
|
15,571
|
|
Operating income
|
|
6,027
|
|
|
3,372
|
|
Loss on investments, net
|
|
(76)
|
|
|
(32)
|
|
Other income (loss), net
|
|
536
|
|
|
(2,599)
|
|
Interest expense
|
|
(5,655)
|
|
|
(3,254)
|
|
Earnings (losses) before income taxes
|
|
832
|
|
|
(2,513)
|
|
Income tax expense
|
|
307
|
|
|
1,753
|
|
Net income (loss)
|
|
525
|
|
|
(4,266)
|
|
Net income attributable to noncontrolling interests
|
|
931
|
|
|
398
|
|
Net loss attributable to Southland Stockholders
|
$
|
(406)
|
|
$
|
(4,664)
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|
|
|
|
|
|
|
|
Net loss per share attributable to common stockholders
|
|
|
|
|
|
|
Basic (1)
|
$
|
(0.01)
|
|
|
(0.11)
|
|
Diluted (1)
|
$
|
(0.01)
|
|
|
(0.11)
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
Basic (1)
|
|
47,925,072
|
|
|
44,407,831
|
|
Diluted (1)
|
|
47,925,072
|
|
|
44,407,831
|
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(1)
|
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Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended March 31, 2024, and March 31 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.
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Revenue for the three months ended March 31, 2024, was $288.1 million, an increase of $13.3 million, or 4.8%, compared to the three months ended March 31, 2023. Materials & Paving business contributed $38.6 million to revenue in the three months ended March 31, 2024.
Gross profit for the three months ended March 31, 2024, was $20.4 million, an increase of $1.5 million, or 7.8%, compared to gross profit of $18.9 million for the three months ended March 31, 2023. Gross profit margin increased from 6.9% to 7.1% for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Materials & Paving business negatively impacted gross profit by $10.4 million in the three months ended March 31, 2024.
Selling, general, and administrative costs for the three months ended March 31, 2024, were $14.4 million, a decrease of $1.2 million, or 7.6%, compared to the three months ended March 31, 2023. Selling, general, and administrative costs as a percent of revenue were 5.0% for the three months ended March 31, 2024, compared to 5.7% for the three months ended March 31, 2023.
Segment Revenue
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Three Months Ended
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(Amounts in thousands)
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March 31, 2024
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March 31, 2023
|
|
|
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|
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% of Total
|
|
|
|
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% of Total
|
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Segment
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Revenue
|
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Revenue
|
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Revenue
|
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Revenue
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Civil
|
$
|
84,273
|
|
29.3%
|
|
$
|
72,989
|
|
26.6%
|
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Transportation
|
|
203,824
|
|
70.7%
|
|
|
201,840
|
|
73.4%
|
|
Total revenue
|
$
|
288,097
|
|
100.0%
|
|
$
|
274,829
|
|
100.0%
|
Segment Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
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|
(Amounts in thousands)
|
March 31, 2024
|
|
March 31, 2023
|
|
|
|
|
% of Segment
|
|
|
|
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% of Segment
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Segment
|
Gross Profit
|
|
Revenue
|
|
Gross Profit
|
|
Revenue
|
|
Civil
|
$
|
17,870
|
|
21.2%
|
|
$
|
8,766
|
|
12.0%
|
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Transportation
|
|
2,551
|
|
1.3%
|
|
|
10,177
|
|
5.0%
|
|
Gross profit
|
$
|
20,421
|
|
7.1%
|
|
$
|
18,943
|
|
6.9%
|
Adjusted EBITDA Reconciliation
|
|
|
|
|
|
|
|
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Three Months Ended
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(Amounts in thousands)
|
March 31, 2024
|
|
March 31, 2023
|
|
Net loss attributable to Southland Stockholders
|
$
|
(406)
|
|
$
|
(4,664)
|
|
Depreciation and amortization
|
|
5,577
|
|
|
8,560
|
|
Income tax expense
|
|
307
|
|
|
1,753
|
|
Interest expense
|
|
5,655
|
|
|
3,254
|
|
Interest income
|
|
(184)
|
|
|
(137)
|
|
EBITDA
|
|
10,949
|
|
|
8,766
|
|
Transaction related costs
|
|
—
|
|
|
1,035
|
|
Contingent earnout consideration non-cash expense reversal
|
|
—
|
|
|
2,936
|
|
Adjusted EBITDA
|
$
|
10,949
|
|
$
|
12,737
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Backlog
|
|
|
|
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(Amounts in thousands)
|
|
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Balance December 31, 2023
|
$
|
2,834,966
|
|
New contracts, change orders, and adjustments
|
|
100,893
|
|
Less: contract revenue recognized in 2024
|
|
(296,947)
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|
Balance March 31, 2024
|
$
|
2,638,912
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Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share Attributable to Common Stock Reconciliation
|
|
|
|
|
|
|
|
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Three Months Ended
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(Amounts in thousands except shares and per share data)
|
March 31, 2024
|
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March 31, 2023
|
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Reconciliation of adjusted net income (loss) attributable to common stock:
|
|
|
|
|
|
|
Net loss attributable to common stock (GAAP as reported)
|
$
|
(406)
|
|
$
|
(4,664)
|
|
Adjustments:
|
|
|
|
|
|
|
Transaction related costs
|
|
—
|
|
|
1,035
|
|
Contingent earnout consideration non-cash expense
|
|
—
|
|
|
2,936
|
|
Income tax impact of adjustments (1)
|
|
—
|
|
|
(774)
|
|
Adjusted net loss attributable to common stockholders
|
$
|
(406)
|
|
$
|
(1,467)
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding for diluted and adjusted diluted earnings per share (2)
|
|
47,925,072
|
|
|
44,407,831
|
|
|
|
|
|
|
|
|
Diluted loss per share attributable to common stock (2)
|
$
|
(0.01)
|
|
|
(0.11)
|
|
Adjusted diluted loss per share attributable to common stock (2)
|
$
|
(0.01)
|
|
|
(0.03)
|
|
(1)
|
|
The income tax impact of adjustments that are subject to tax is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods.
|
|
|
|
|
(2)
|
|
Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for three months ended March 31, 2024, and March 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented
|
.
|
Condensed Consolidated Balance Sheets (unaudited)
|
|
|
|
(Amounts in thousands, except share and per share data)
|
As of
|
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ASSETS
|
March 31, 2024
|
|
December 31, 2023
|
|
Current assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
31,239
|
|
$
|
49,176
|
|
Restricted cash
|
|
15,278
|
|
|
14,644
|
|
Accounts receivable, net
|
|
217,233
|
|
|
194,869
|
|
Retainage receivables
|
|
118,558
|
|
|
109,562
|
|
Contract assets
|
|
570,120
|
|
|
554,202
|
|
Other current assets
|
|
14,632
|
|
|
20,083
|
|
Total current assets
|
|
967,060
|
|
|
942,536
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
102,773
|
|
|
102,150
|
|
Right-of-use assets
|
|
10,494
|
|
|
12,492
|
|
Investments - unconsolidated entities
|
|
124,628
|
|
|
121,648
|
|
Investments - limited liability companies
|
|
2,590
|
|
|
2,590
|
|
Investments - private equity
|
|
3,120
|
|
|
3,235
|
|
Deferred tax asset
|
|
11,896
|
|
|
11,496
|
|
Goodwill
|
|
1,528
|
|
|
1,528
|
|
Intangible assets, net
|
|
1,616
|
|
|
1,682
|
|
Other noncurrent assets
|
|
1,711
|
|
|
1,711
|
|
Total noncurrent assets
|
|
260,356
|
|
|
258,532
|
|
Total assets
|
$
|
1,227,416
|
|
$
|
1,201,068
|
|
|
|
|
|
|
|
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LIABILITIES AND EQUITY
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Accounts payable
|
$
|
202,441
|
|
$
|
162,464
|
|
Retainage payable
|
|
43,422
|
|
|
40,950
|
|
Accrued liabilities
|
|
117,714
|
|
|
124,667
|
|
Current portion of long-term debt
|
|
46,425
|
|
|
48,454
|
|
Short-term lease liabilities
|
|
11,096
|
|
|
14,081
|
|
Contract liabilities
|
|
185,183
|
|
|
193,351
|
|
Total current liabilities
|
|
606,281
|
|
|
583,967
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
255,590
|
|
|
251,906
|
|
Long-term lease liabilities
|
|
4,985
|
|
|
5,246
|
|
Deferred tax liabilities
|
|
2,250
|
|
|
2,548
|
|
Long-term accrued liabilities
|
|
49,593
|
|
|
49,109
|
|
Other noncurrent liabilities
|
|
47,738
|
|
|
47,728
|
|
Total long-term liabilities
|
|
360,156
|
|
|
356,537
|
|
Total liabilities
|
|
966,437
|
|
|
940,504
|
|
|
|
|
|
|
|
|
Commitment and contingencies (Note 7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding as of March 31, 2024 and December 31, 2023
|
|
—
|
|
|
—
|
|
Common stock, $0.0001 par value, authorized 500,000,000 shares, 48,025,688 and 47,891,984 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
|
|
5
|
|
|
5
|
|
Additional paid-in-capital
|
|
270,801
|
|
|
270,330
|
|
Accumulated deficit
|
|
(19,659)
|
|
|
(19,253)
|
|
Accumulated other comprehensive loss
|
|
(1,832)
|
|
|
(1,460)
|
|
Total stockholders' equity
|
|
249,315
|
|
|
249,622
|
|
Noncontrolling interest
|
|
11,664
|
|
|
10,942
|
|
Total equity
|
|
260,979
|
|
|
260,564
|
|
Total liabilities and equity
|
$
|
1,227,416
|
|
$
|
1,201,068
|
|
Condensed Consolidated Statement of Cash Flows (unaudited)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
(Amounts in thousands)
|
March 31, 2024
|
|
March 31, 2023
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income (loss)
|
$
|
525
|
|
$
|
(4,266)
|
|
Adjustments to reconcile net income (loss) to net cash used in operating activities
|
|
|
|
|
|
|
Depreciation and amortization
|
|
5,577
|
|
|
8,560
|
|
Deferred taxes
|
|
(642)
|
|
|
(514)
|
|
Change in fair value of earnout liability
|
|
—
|
|
|
2,936
|
|
Share based compensation
|
|
677
|
|
|
—
|
|
Gain on sale of assets
|
|
(2,385)
|
|
|
(967)
|
|
Foreign currency remeasurement (gain) loss
|
|
64
|
|
|
(5)
|
|
Earnings from equity method investments
|
|
(1,907)
|
|
|
(3,242)
|
|
TZC investment present value accretion
|
|
(627)
|
|
|
(603)
|
|
Loss on trading securities, net
|
|
76
|
|
|
32
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
Accounts receivable
|
|
(32,071)
|
|
|
(49,278)
|
|
Contract assets
|
|
(16,175)
|
|
|
(30,306)
|
|
Prepaid expenses and other current assets
|
|
5,450
|
|
|
119
|
|
Right-of-use assets
|
|
1,994
|
|
|
(1,764)
|
|
Accounts payable and accrued expenses
|
|
40,059
|
|
|
33,705
|
|
Contract liabilities
|
|
(8,162)
|
|
|
7,241
|
|
Operating lease liabilities
|
|
(1,883)
|
|
|
1,820
|
|
Other
|
|
(467)
|
|
|
1,753
|
|
Net cash used in operating activities
|
|
(9,897)
|
|
|
(34,779)
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
(3,128)
|
|
|
(1,166)
|
|
Proceeds from sale of property and equipment
|
|
2,657
|
|
|
1,295
|
|
Contributions to other investments
|
|
(13)
|
|
|
(81)
|
|
Distributions from other investments
|
|
52
|
|
|
—
|
|
Net cash (used in) provided by investing activities
|
|
(432)
|
|
|
48
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Borrowings on revolving credit facility
|
|
5,000
|
|
|
3,000
|
|
Borrowings on notes payable
|
|
222
|
|
|
181
|
|
Payments on notes payable
|
|
(10,650)
|
|
|
(12,382)
|
|
Payments of deferred financing costs
|
|
(75)
|
|
|
—
|
|
Advances from related parties
|
|
—
|
|
|
(493)
|
|
Payments from related parties
|
|
125
|
|
|
6
|
|
Payments on finance lease
|
|
(1,359)
|
|
|
(1,189)
|
|
Distribution to members
|
|
—
|
|
|
(110)
|
|
Payment of taxes related to net share settlement of RSUs
|
|
(206)
|
|
|
—
|
|
Other
|
|
—
|
|
|
17,088
|
|
Net cash (used in) provided by financing activities
|
|
(6,943)
|
|
|
6,101
|
|
|
|
|
|
|
|
|
Effect of exchange rate on cash
|
|
(31)
|
|
|
190
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents and restricted cash
|
|
(17,303)
|
|
|
(28,440)
|
|
Beginning of period
|
|
63,820
|
|
|
71,991
|
|
End of period
|
$
|
46,517
|
|
$
|
43,551
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
Cash refunds from income taxes
|
$
|
454
|
|
$
|
87
|
|
Cash paid for interest
|
$
|
5,527
|
|
$
|
3,230
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
Lease assets obtained in exchange for new leases
|
$
|
1,252
|
|
$
|
6,416
|
|
Assets obtained in exchange for notes payable
|
$
|
3,341
|
|
$
|
2,299
|
|
Related party payable exchanged for note payable
|
$
|
3,797
|
|
$
|
—
|
|
Issuance of post-merger earn out shares
|
$
|
—
|
|
$
|
35,000
|
|
Dividend financed with notes payable
|
$
|
—
|
|
$
|
50,000
|
Conference Call
Southland will host a conference call at 10:00 a.m. Eastern Time on Tuesday, May 14, 2024. The call may be accessed here, or at www.southlandholdings.com. Following the conference call, a replay will be available on Southland’s website.
About Southland
Southland is a leading provider of specialized infrastructure construction services. With roots dating back to 1900, Southland and its subsidiaries form one of the largest infrastructure construction companies in North America, with experience throughout the world. The company serves the bridges, tunnelling, communications, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipeline end markets. Southland is headquartered in Grapevine, Texas.
For more information, please visit Southland’s website at www.southlandholdings.com.
Non-GAAP Financial Measures
This press release includes certain unaudited financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including but not limited to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), backlog, adjusted net income (loss), adjusted net income (loss) per share and certain ratios and other metrics derived therefrom. Note that other companies may calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. Southland believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Southland’s financial condition and results of operations. Southland also believes that these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non-GAAP financial measures.
Please see the accompanying tables for reconciliations of the following non-GAAP financial measures for Southland’s current and historical results: adjusted net income (loss) per share attributable to common stock (a non-GAAP financial measure) to net income (loss) per share attributable to common stock; and adjusted net income (loss) attributable to common stock, and Adjusted EBITDA (non-GAAP financial measures) to net income (loss) attributable to common stock.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Southland’s current beliefs, expectations and assumptions regarding the future of Southland’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Southland’s control. Southland’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by Southland in this press release is based only on information currently available to Southland and speaks only as of the date on which it is made. Southland undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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