Financial Information For The Company And Its Subsidiaries | 3 Months Ended |
3-May-14 |
Financial Information For The Company And Its Subsidiaries [Abstract] | ' |
Financial Information For The Company And Its Subsidiaries | ' |
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Note 16 | Financial Information for the Company and its Subsidiaries | | | | | | | | | | | | | |
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Brown Shoe Company, Inc. issued senior notes, which are fully and unconditionally and jointly and severally guaranteed by all of its existing and future subsidiaries that are guarantors under its existing agreement. The following table presents the consolidating financial information for each of Brown Shoe Company, Inc. (“Parent”), the Guarantors, and subsidiaries of the Parent that are not Guarantors (the “Non-Guarantors”), together with consolidating eliminations, as of and for the periods indicated. The Guarantors are 100% owned by the Parent. On May 14, 2013, during the second quarter of 2013, ASG was sold and ceased to be a borrower under the Credit Agreement. ASG is included as a “Guarantor” in the financial statements through the sale date. The proceeds from the sale were utilized to pay down the Company’s revolving credit facility. See Note 3 to the condensed consolidated financial statements for further information on the sale of ASG. |
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The condensed consolidating financial statements have been prepared using the equity method of accounting in accordance with the requirements for presentation of such information. Management believes that the information, presented in lieu of complete financial statements for each of the Guarantors, provides meaningful information to allow investors to determine the nature of the assets held by, and operations and cash flows of, each of the consolidated groups. |
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UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET |
AS OF MAY 3, 2014 |
| | | | | | | | Non- | | | | | | |
($ thousands) | | Parent | | | Guarantors | | | Guarantors | | | Eliminations | | | Total |
Assets | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | – | | $ | 25,528 | | $ | 11,140 | | $ | – | | $ | 36,668 |
Receivables, net | | 83,713 | | | 1,412 | | | 20,621 | | | – | | | 105,746 |
Inventories, net | | 93,159 | | | 414,424 | | | 5,228 | | | – | | | 512,811 |
Prepaid expenses and other current assets | | 34,476 | | | 507 | | | 2,930 | | | – | | | 37,913 |
Intercompany receivable – current | | 981 | | | 368 | | | 10,655 | | | -12,004 | | | – |
Total current assets | | 212,329 | | | 442,239 | | | 50,574 | | | -12,004 | | | 693,138 |
Other assets | | 120,941 | | | 14,678 | | | 637 | | | – | | | 136,256 |
Goodwill and intangible assets, net | | 119,666 | | | 18,084 | | | – | | | – | | | 137,750 |
Property and equipment, net | | 27,303 | | | 112,630 | | | 1,885 | | | – | | | 141,818 |
Investment in subsidiaries | | 879,965 | | | 169,843 | | | – | | | -1,049,808 | | | – |
Intercompany receivable – noncurrent | | 450,481 | | | 500,580 | | | 242,150 | | | -1,193,211 | | | – |
Total assets | $ | 1,810,685 | | $ | 1,258,054 | | $ | 295,246 | | $ | -2,255,023 | | $ | 1,108,962 |
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Liabilities and Equity | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | |
Trade accounts payable | $ | 48,509 | | $ | 123,656 | | $ | 23,538 | | $ | – | | $ | 195,703 |
Other accrued expenses | | 69,665 | | | 64,082 | | | 7,971 | | | – | | | 141,718 |
Intercompany payable – current | | 2,367 | | | 59 | | | 9,578 | | | -12,004 | | | – |
Total current liabilities | | 120,541 | | | 187,797 | | | 41,087 | | | -12,004 | | | 337,421 |
Other liabilities | | | | | | | | | | | | | | |
Long-term debt | | 199,057 | | | – | | | – | | | – | | | 199,057 |
Other liabilities | | 33,499 | | | 44,745 | | | 1,469 | | | – | | | 79,713 |
Intercompany payable – noncurrent | | 965,515 | | | 145,547 | | | 82,149 | | | -1,193,211 | | | – |
Total other liabilities | | 1,198,071 | | | 190,292 | | | 83,618 | | | -1,193,211 | | | 278,770 |
Equity | | | | | | | | | | | | | | |
Brown Shoe Company, Inc. shareholders’ equity | | 492,073 | | | 879,965 | | | 169,843 | | | -1,049,808 | | | 492,073 |
Noncontrolling interests | | – | | | – | | | 698 | | | – | | | 698 |
Total equity | | 492,073 | | | 879,965 | | | 170,541 | | | -1,049,808 | | | 492,771 |
Total liabilities and equity | $ | 1,810,685 | | $ | 1,258,054 | | $ | 295,246 | | $ | -2,255,023 | | $ | 1,108,962 |
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UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME |
FOR THE THIRTEEN WEEKS ENDED MAY 3, 2014 |
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($ thousands) | | Parent | | | Guarantors | | | Guarantors | | | Eliminations | | | Total |
Net sales | $ | 179,160 | | $ | 401,580 | | $ | 36,624 | | $ | -26,202 | | $ | 591,162 |
Cost of goods sold | | 127,466 | | | 218,366 | | | 29,191 | | | -26,202 | | | 348,821 |
Gross profit | | 51,694 | | | 183,214 | | | 7,433 | | | – | | | 242,341 |
Selling and administrative expenses | | 49,197 | | | 159,967 | | | 4,451 | | | – | | | 213,615 |
Operating earnings | | 2,497 | | | 23,247 | | | 2,982 | | | – | | | 28,726 |
Interest expense | | -5,305 | | | -1 | | | – | | | – | | | -5,306 |
Interest income | | 1 | | | 59 | | | 16 | | | – | | | 76 |
Intercompany interest income (expense) | | 3,974 | | | -4,079 | | | 105 | | | – | | | – |
Earnings before income taxes | | 1,167 | | | 19,226 | | | 3,103 | | | – | | | 23,496 |
Income tax benefit (provision) | | 464 | | | -7,954 | | | -530 | | | – | | | -8,020 |
Equity in earnings of subsidiaries, net of tax | | 13,798 | | | 2,526 | | | – | | | -16,324 | | | – |
Net earnings | | 15,429 | | | 13,798 | | | 2,573 | | | -16,324 | | | 15,476 |
Less: Net earnings attributable to noncontrolling interests | | – | | | – | | | 47 | | | – | | | 47 |
Net earnings attributable to Brown Shoe Company, Inc. | $ | 15,429 | | $ | 13,798 | | $ | 2,526 | | $ | -16,324 | | $ | 15,429 |
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Comprehensive income | $ | 15,918 | | $ | 14,355 | | $ | 2,520 | | $ | -16,840 | | $ | 15,953 |
Less: Comprehensive income attributable to noncontrolling interests | | – | | | – | | | 35 | | | – | | | 35 |
Comprehensive income attributable to Brown Shoe Company, Inc. | $ | 15,918 | | $ | 14,355 | | $ | 2,485 | | $ | -16,840 | | $ | 15,918 |
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UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
FOR THE THIRTEEN WEEKS ENDED MAY 3, 2014 |
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($ thousands) | | Parent | | | Guarantors | | | Guarantors | | | Eliminations | | | Total |
Net cash (used for) provided by operating activities | $ | -3,343 | | $ | 25,854 | | $ | 13,872 | | $ | – | | $ | 36,383 |
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Investing activities | | | | | | | | | | | | | | |
Purchases of property and equipment | | -1,866 | | | -5,411 | | | -104 | | | – | | | -7,381 |
Capitalized software | | -1,171 | | | -43 | | | -31 | | | – | | | -1,245 |
Acquisition of trademarks | | -65,065 | | | – | | | – | | | – | | | -65,065 |
Intercompany investing | | -533 | | | 533 | | | – | | | – | | | – |
Net cash used for investing activities | | -68,635 | | | -4,921 | | | -135 | | | – | | | -73,691 |
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Financing activities | | | | | | | | | | | | | | |
Borrowings under revolving credit agreement | | 251,000 | | | – | | | – | | | – | | | 251,000 |
Repayments under revolving credit agreement | | -258,000 | | | – | | | – | | | – | | | -258,000 |
Dividends paid | | -3,053 | | | – | | | – | | | – | | | -3,053 |
Issuance of common stock under share-based plans, net | | -803 | | | – | | | – | | | – | | | -803 |
Tax benefit related to share-based plans | | 1,769 | | | – | | | – | | | – | | | 1,769 |
Intercompany financing | | 81,065 | | | -25,924 | | | -55,141 | | | – | | | – |
Net cash provided by (used for) financing activities | | 71,978 | | | -25,924 | | | -55,141 | | | – | | | -9,087 |
Effect of exchange rate changes on cash and cash equivalents | | – | | | 517 | | | – | | | – | | | 517 |
Decrease in cash and cash equivalents | | – | | | -4,474 | | | -41,404 | | | – | | | -45,878 |
Cash and cash equivalents at beginning of period | | – | | | 30,002 | | | 52,544 | | | – | | | 82,546 |
Cash and cash equivalents at end of period | $ | – | | $ | 25,528 | | $ | 11,140 | | $ | – | | $ | 36,668 |
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CONDENSED CONSOLIDATING BALANCE SHEET |
AS OF FEBRUARY 1, 2014 |
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($ thousands) | | Parent | | | Guarantors | | | Guarantors | | | Eliminations | | | Total |
Assets | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | – | | $ | 30,002 | | $ | 52,544 | | $ | – | | $ | 82,546 |
Receivables, net | | 84,428 | | | 2,349 | | | 42,440 | | | – | | | 129,217 |
Inventories, net | | 119,131 | | | 421,101 | | | 7,299 | | | – | | | 547,531 |
Prepaid expenses and other current assets | | 38,069 | | | 16,024 | | | 3,984 | | | -24,941 | | | 33,136 |
Current assets – discontinued operations | | 119 | | | – | | | – | | | – | | | 119 |
Intercompany receivable – current | | 602 | | | 191 | | | 8,860 | | | -9,653 | | | – |
Total current assets | | 242,349 | | | 469,667 | | | 115,127 | | | -34,594 | | | 792,549 |
Other assets | | 123,066 | | | 15,864 | | | 691 | | | – | | | 139,621 |
Goodwill and intangible assets, net | | 55,225 | | | 18,448 | | | – | | | – | | | 73,673 |
Property and equipment, net | | 27,201 | | | 114,359 | | | 2,000 | | | – | | | 143,560 |
Investment in subsidiaries | | 865,700 | | | 165,970 | | | – | | | -1,031,670 | | | – |
Intercompany receivable – noncurrent | | 457,507 | | | 482,180 | | | 230,572 | | | -1,170,259 | | | – |
Total assets | $ | 1,771,048 | | $ | 1,266,488 | | $ | 348,390 | | $ | -2,236,523 | | $ | 1,149,403 |
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Liabilities and Equity | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | |
Borrowings under revolving credit agreement | $ | 7,000 | | $ | – | | $ | – | | $ | – | | $ | 7,000 |
Trade accounts payable | | 72,349 | | | 116,604 | | | 37,649 | | | – | | | 226,602 |
Other accrued expenses | | 81,902 | | | 87,045 | | | 8,539 | | | -24,941 | | | 152,545 |
Current liabilities – discontinued operations | | 708 | | | – | | | – | | | – | | | 708 |
Intercompany payable – current | | 4,689 | | | 766 | | | 4,198 | | | -9,653 | | | – |
Total current liabilities | | 166,648 | | | 204,415 | | | 50,386 | | | -34,594 | | | 386,855 |
Other liabilities | | | | | | | | | | | | | | |
Long-term debt | | 199,010 | | | – | | | – | | | – | | | 199,010 |
Other liabilities | | 38,657 | | | 46,055 | | | 1,464 | | | – | | | 86,176 |
Intercompany payable – noncurrent | | 890,034 | | | 150,318 | | | 129,907 | | | -1,170,259 | | | – |
Total other liabilities | | 1,127,701 | | | 196,373 | | | 131,371 | | | -1,170,259 | | | 285,186 |
Equity | | | | | | | | | | | | | | |
Brown Shoe Company, Inc. shareholders’ equity | | 476,699 | | | 865,700 | | | 165,970 | | | -1,031,670 | | | 476,699 |
Noncontrolling interests | | – | | | – | | | 663 | | | – | | | 663 |
Total equity | | 476,699 | | | 865,700 | | | 166,633 | | | -1,031,670 | | | 477,362 |
Total liabilities and equity | $ | 1,771,048 | | $ | 1,266,488 | | $ | 348,390 | | $ | -2,236,523 | | $ | 1,149,403 |
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UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET |
AS OF MAY 4, 2013 |
| | | | | | | | Non- | | | | | | |
($ thousands) | | Parent | | | Guarantors | | | Guarantors | | | Eliminations | | | Total |
Assets | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | – | | $ | 29,202 | | $ | 15,467 | | $ | – | | $ | 44,669 |
Receivables, net | | 67,017 | | | 6,079 | | | 23,638 | | | – | | | 96,734 |
Inventories, net | | 79,768 | | | 400,139 | | | 6,016 | | | – | | | 485,923 |
Prepaid expenses and other current assets | | 41,977 | | | 1,251 | | | -61 | | | – | | | 43,167 |
Current assets – held for sale | | – | | | – | | | 12,496 | | | – | | | 12,496 |
Current assets – discontinued operations | | 2,542 | | | 36,605 | | | 12 | | | – | | | 39,159 |
Intercompany receivable – current | | 786 | | | 246 | | | 19,236 | | | -20,268 | | | – |
Total current assets | | 192,090 | | | 473,522 | | | 76,804 | | | -20,268 | | | 722,148 |
Other assets | | 98,431 | | | 16,562 | | | 598 | | | – | | | 115,591 |
Goodwill and intangible assets, net | | 36,203 | | | 19,538 | | | 25,255 | | | – | | | 80,996 |
Noncurrent assets – discontinued operations | | – | | | 1,321 | | | 37,352 | | | – | | | 38,673 |
Property and equipment, net | | 26,484 | | | 108,416 | | | 2,399 | | | – | | | 137,299 |
Investment in subsidiaries | | 759,545 | | | -28,096 | | | -3,597 | | | -727,852 | | | – |
Intercompany receivable – noncurrent | | 343,110 | | | 546,265 | | | 180,056 | | | -1,069,431 | | | – |
Total assets | $ | 1,455,863 | | $ | 1,137,528 | | $ | 318,867 | | $ | -1,817,551 | | $ | 1,094,707 |
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Liabilities and Equity | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | |
Borrowings under revolving credit agreement | $ | 66,000 | | $ | – | | $ | – | | $ | – | | $ | 66,000 |
Trade accounts payable | | 31,065 | | | 129,630 | | | 28,253 | | | – | | | 188,948 |
Other accrued expenses | | 55,497 | | | 59,651 | | | 3,484 | | | – | | | 118,632 |
Current liabilities – held for sale | | – | | | – | | | 5,306 | | | – | | | 5,306 |
Current liabilities – discontinued operations | | 11,343 | | | 4,796 | | | 44 | | | – | | | 16,183 |
Intercompany payable – current | | 5,231 | | | 37 | | | 15,000 | | | -20,268 | | | – |
Total current liabilities | | 169,136 | | | 194,114 | | | 52,087 | | | -20,268 | | | 395,069 |
Other liabilities | | | | | | | | | | | | | | |
Long-term debt | | 198,870 | | | – | | | – | | | – | | | 198,870 |
Other liabilities | | 26,685 | | | 50,003 | | | 4,378 | | | – | | | 81,066 |
Noncurrent liabilities – discontinued operations | | -1,105 | | | -2,535 | | | 10,408 | | | – | | | 6,768 |
Intercompany payable – noncurrent | | 650,087 | | | 136,401 | | | 282,943 | | | -1,069,431 | | | – |
Total other liabilities | | 874,537 | | | 183,869 | | | 297,729 | | | -1,069,431 | | | 286,704 |
Equity | | | | | | | | | | | | | | |
Brown Shoe Company, Inc. shareholders’ equity | | 412,190 | | | 759,545 | | | -31,693 | | | -727,852 | | | 412,190 |
Noncontrolling interests | | – | | | – | | | 744 | | | – | | | 744 |
Total equity | | 412,190 | | | 759,545 | | | -30,949 | | | -727,852 | | | 412,934 |
Total liabilities and equity | $ | 1,455,863 | | $ | 1,137,528 | | $ | 318,867 | | $ | -1,817,551 | | $ | 1,094,707 |
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UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME |
FOR THE THIRTEEN WEEKS ENDED MAY 4, 2013 |
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($ thousands) | | Parent | | | Guarantors | | | Guarantors | | | Eliminations | | | Total |
Net sales | $ | 158,781 | | $ | 418,538 | | $ | 42,604 | | $ | -31,267 | | $ | 588,656 |
Cost of goods sold | | 116,330 | | | 229,956 | | | 33,621 | | | -31,267 | | | 348,640 |
Gross profit | | 42,451 | | | 188,582 | | | 8,983 | | | – | | | 240,016 |
Selling and administrative expenses | | 50,000 | | | 159,852 | | | 4,027 | | | – | | | 213,879 |
Restructuring and other special charges, net | | 519 | | | – | | | – | | | – | | | 519 |
Impairment of assets held for sale | | – | | | – | | | 4,660 | | | – | | | 4,660 |
Operating (loss) earnings | | -8,068 | | | 28,730 | | | 296 | | | – | | | 20,958 |
Interest expense | | -5,630 | | | -91 | | | – | | | – | | | -5,721 |
Interest income | | 3 | | | 64 | | | 1 | | | – | | | 68 |
Intercompany interest income (expense) | | 3,454 | | | -3,579 | | | 125 | | | – | | | – |
(Loss) earnings before income taxes from continuing operations | | -10,241 | | | 25,124 | | | 422 | | | – | | | 15,305 |
Income tax benefit (provision) | | 3,382 | | | -10,566 | | | -762 | | | – | | | -7,946 |
Equity in earnings (loss) from continuing operations of subsidiaries, net of tax | | 14,288 | | | -270 | | | 225 | | | -14,243 | | | – |
Net earnings (loss) from continuing operations | | 7,429 | | | 14,288 | | | -115 | | | -14,243 | | | 7,359 |
Discontinued operations: | | | | | | | | | | | | | | |
(Loss) earnings from discontinued operations, net of tax | | -6,948 | | | 1,591 | | | -280 | | | – | | | -5,637 |
Disposition/impairment of discontinued operations, net of tax | | – | | | – | | | -12,554 | | | – | | | -12,554 |
Equity in loss from discontinued operations of subsidiaries, net of tax | | -11,243 | | | -12,834 | | | – | | | 24,077 | | | – |
Net (loss) earnings from discontinued operations | | -18,191 | | | -11,243 | | | -12,834 | | | 24,077 | | | -18,191 |
Net (loss) earnings | | -10,762 | | | 3,045 | | | -12,949 | | | 9,834 | | | -10,832 |
Less: Net loss attributable to noncontrolling interests | | – | | | – | | | -70 | | | – | | | -70 |
Net (loss) earnings attributable to Brown Shoe Company, Inc. | $ | -10,762 | | $ | 3,045 | | $ | -12,879 | | $ | 9,834 | | $ | -10,762 |
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Comprehensive (loss) income | $ | -11,463 | | | 2,445 | | | -12,920 | | | 10,447 | | | -11,491 |
Less: Comprehensive loss attributable to noncontrolling interests | | – | | | – | | | -28 | | | – | | | -28 |
Comprehensive (loss) income attributable to Brown Shoe Company, Inc. | $ | -11,463 | | $ | 2,445 | | $ | -12,892 | | $ | 10,447 | | $ | -11,463 |
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UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
FOR THE THIRTEEN WEEKS ENDED MAY 4, 2013 |
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($ thousands) | | Parent | | | Guarantors | | | Guarantors | | | Eliminations | | | Total |
Net cash (used for) provided by operating activities | $ | -27,728 | | $ | 44,941 | | $ | 8,748 | | $ | – | | $ | 25,961 |
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Investing activities | | | | | | | | | | | | | | |
Purchases of property and equipment | | -778 | | | -6,406 | | | -183 | | | – | | | -7,367 |
Capitalized software | | -1,040 | | | – | | | – | | | – | | | -1,040 |
Net proceeds from sale of subsidiaries | | 1,500 | | | – | | | – | | | – | | | 1,500 |
Net cash used for investing activities | | -318 | | | -6,406 | | | -183 | | | – | | | -6,907 |
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Financing activities | | | | | | | | | | | | | | |
Borrowings under revolving credit agreement | | 383,000 | | | – | | | – | | | – | | | 383,000 |
Repayments under revolving credit agreement | | -422,000 | | | – | | | – | | | – | | | -422,000 |
Dividends paid | | -3,027 | | | – | | | – | | | – | | | -3,027 |
Issuance of common stock under share-based plans, net | | -2,070 | | | – | | | – | | | – | | | -2,070 |
Tax benefit related to share-based plans | | 1,962 | | | – | | | – | | | – | | | 1,962 |
Intercompany financing | | 70,181 | | | -40,920 | | | -29,261 | | | – | | | – |
Net cash provided by (used for) financing activities | | 28,046 | | | -40,920 | | | -29,261 | | | – | | | -42,135 |
Effect of exchange rate changes on cash and cash equivalents | | – | | | -473 | | | – | | | – | | | -473 |
Decrease in cash and cash equivalents | | – | | | -2,858 | | | -20,696 | | | – | | | -23,554 |
Cash and cash equivalents at beginning of period | | – | | | 32,060 | | | 36,163 | | | – | | | 68,223 |
Cash and cash equivalents at end of period | $ | – | | $ | 29,202 | | $ | 15,467 | | $ | – | | $ | 44,669 |
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