So lengthy and in need of that is they put plenty of very intense stress on the house. As we have seen particular person wound care suppliers get hit with 9-figure clawbacks on pores and skin substitutes. And sure, actually, 9 figures. As these pressures intensified, it took a good few firms out of the house altogether. And it left even those that have been doing enterprise and who have been doing every thing proper in concern of form of ongoing audit and income loss, even when solely from an insufficiency of documentation reasonably than a misuse of something or any form of misbehavior. So this has affected each our general buyer rely and the affected person rely inside various our clients.
Like we noticed this in This autumn, continued in Q1, and this has affected our progress charge. Like that is the tide going out that we form of mentioned within the press launch. I imply, internally, we have been discussing it as residing in a fish pond the place somebody is grenade fishing. However truthfully, I feel plenty of the trade underestimated how sharp this shock can be and the way deep these audits would go. So I imply, this clearly results in form of the query of, so what is the tide coming in? And that tide is that this, proper, the sufferers did not go away, proper? The injuries did not go away.
And form of life after the grenade is discovering a approach as lots of the different wound firms have stated, it seems like Q1 is form of a shock backside. And from our personal private expertise form of amongst the upheaval, there’s beginning to be some actual inexperienced shoots. And among the — the place among the clients are pulling again, we have seen others increasing to fill the areas that the others left, a big variety of cellular wound suppliers dissolved, however we’re now seeing various new ones reform. And this has added a brand new buyer class is form of our inner taxonomy, which we’re describing because the child elephants.
Like we’re seeing these new teams coalesce form usually out of suppliers from a number of former teams. And we’re working with them to get them their first UltraMIST programs, construct mist therapy into their affected person therapy plans and their follow circulation. Like a lot of them are beginning small, like they’re like 3 to five practitioners, however have eyes on to cite one in every of them including a 0 to that by year-end, therefore, the form of child elephant descriptor. With the interval of high-priced pores and skin subs behind us, a lot of them really feel so much safer about 2026 billing than they did in 2025.
Just like the form of trade disruption that we have seen has created what seems to be a extremely important leap ball. And as we stated, the sufferers and the injuries are nonetheless with us, and there’s a land seize occurring to see who will get to serve them. Land grabs are velocity strikes. And the easiest way to adapt to this chance is to broaden quickly. So now we have engaged with various resellers to form of add to our ft on the road rely and go get after this present alternative. So what does that appear like? The companions we have chosen have deep wound care experience. They’ve robust buyer relationships.
They’re very a lot the form of of us that now we have lengthy been inquisitive about working with, however who have been actually — who have been too centered on the pores and skin sub house to essentially be inquisitive about partnering. So we have been extremely selective. We’re working solely with those that we see as being robust long-term companions who’ve wonderful customer support tradition and an actual form of presence to buying gross sales technique. And our objective is to gear up right here, transfer in a short time and have interaction with the newly accessible white house on this trade and nothing does that like including ft to the road. Most of those companions are performing as resellers or stocking distributors.
So you will note that within the ASP figures as we promote merchandise to them at a wholesale worth reasonably than paying them a fee and promoting at retail. Like this really works out effectively for SANUWAVE. These gross sales do not carry any gross sales power prices for us. And so they really wind up being a bit increased by way of working margin than our W2 gross sales. So clearly, these kinds of programs all the time create this potential for stock and channel points. And that is one thing we have been actually closely centered on preserving manageable. We’re making an attempt to maintain channel stock down within the vary of form of 8 to 10 weeks, and that ought to decline as resellers ramp up with their promoting effectiveness.
And we’ll goal to drive that decrease via form of smaller frequent re-ups, significantly as we get our ERP programs higher synced with the resellers. 32% of revenues in This autumn got here via exterior resellers and distributors. That was up from 26% within the prior quarter, however nonetheless a bit under the 2024 full yr common of 36%. It is simply value noting again in 2024, these have been all commission-driven distributors, not resellers. So the wholesale pricing, which started in Q3 is new. One of many results of this channel shift to stocking distributors and resellers is that it causes the models within the discipline quantity that now we have been offering to form of lose decision, proper?
Like that quantity is what number of programs have been shipped to folks out within the discipline. However whenever you ship a system to a reseller and so they haven’t but resold it to an finish buyer, now it is form of sitting on their shelf, proper? And so it is now not actually an excellent metric for figuring out utilization charges. So together with the disruption to our buyer base that is been occurring over the last form of 1.5 quarters, this looks like an excellent time to have like a tough first ideas rethink on actually how we take into consideration that quantity and to scrub it up. And so the quantity we have arrived at, we’re calling lively programs.
And that is outlined as programs owned by clients who’ve ordered applicators throughout the final 6 months or inside their anticipated ordering timeframe. There are some clients who, for no matter cause, wish to make bulk orders form of yearly. We then ran via this and known as all the purchasers we all know to have shut down, and we eliminated them and their programs from the rely even when that they had ordered throughout the final 6 months as that simply appeared like good housekeeping and essentially the most correct approach to have a look at the information. This resulted in an lively system rely of 1,292 for the top of This autumn.
This actually does not map that effectively to the programs within the discipline determine, which we have utilized in current quarters. To provide you some perspective, utilizing this system in Q3 of 2025 would have resulted in 1,236 lively programs. So the lively system rely for finish of This autumn was up 56 programs or about 5% from the top of Q3. We took 168 programs out of that quantity throughout This autumn as discontinued, which supplies you a way of form of the magnitude of the challenges within the wound care house proper now. So all in all, like right here we’re, plenty of tide has gone out, a brand new tide is coming in.
And in the end, the thought of wound care transferring to each proof and cost-effectiveness-based requirements seems like an excellent factor for SANUWAVE, proper? UltraMIST is a good product with actual efficacy, scientific information and worth for cash from a payer standpoint. Therapeutic wounds is so much cheaper than residing with them. And regardless of — or I imply, truthfully, possibly due to the present disruption, this market is pending in a path that appears extraordinarily favorable to us in form of the medium and long run. So with that, I will flip it over to Peter Sorensen, our CFO, who can stroll you thru the financials in some element.
Peter Sorensen: Thanks, Morgan. We delivered a powerful fourth quarter with income reaching a brand new all-time quarterly excessive and rising 30% year-over-year. This efficiency displays continued execution of our business technique and enhance in demand for UltraMIST, significantly pushed by increased consumables utilization and continued system placements. For the complete yr, income grew 35% to $44.1 million, supported by a 24% enhance in consumables quantity and a 67% enhance in system gross sales. We additionally noticed modest pricing power in consumables, whereas system pricing mirrored a better mixture of reseller-driven placements, which we view as an vital lever to speed up growth of our put in base, as Morgan referenced.
Gross margins expanded year-over-year to 77%, pushed by pricing enhancements in consumables and continued reductions in system price of income, partially offset by combine and pricing dynamics on the system aspect. Earlier than turning to the financials in additional element, I need to briefly tackle the restatement mirrored in our Type 10-Okay. The restatement has been accomplished and primarily pertains to beforehand unrecognized gross sales tax liabilities recognized via a third-party Nexus examine in addition to an error within the allocation of income for sure prolonged guarantee preparations. From a quantitative standpoint, the income impression was not materials, totaling roughly $300,000 throughout the primary 3 quarters of 2025.
The extra important impression was associated to gross sales tax, leading to roughly $1.6 million of further basic and administrative expense and $0.1 million of curiosity expense in 2024. In 2025, we acknowledged roughly $1.6 million of incremental basic and administrative bills and roughly $0.3 million of curiosity expense related to these things. As we transfer into the primary quarter, we could incur some further gross sales tax-related expense as we full remediation actions on the state and native stage. We’re actively working with third-party tax advisers to strengthen our processes and controls and guarantee full compliance going ahead.
As we glance forward, our focus stays on driving sustainable, worthwhile progress whereas persevering with to spend money on key strategic priorities and increasing our lively system base. With that, let’s take a better have a look at the monetary outcomes for the quarter. Income for the three months ended December 31, 2025, totaled $13.4 million, a rise of 30% as in comparison with $10.3 million for a similar interval of 2024. This progress was consistent with our steering for the quarter of $13 million to $14 million.
Gross margin as a share of income for the three months ended December 31, 2025, got here in at 74.7%, a lower of 320 foundation factors year-over-year, pushed by a $486,000 write-off of PACE stock related to the sunsetting of that product line. Absent this modification, gross margin would have been 78.3%, which might have been a rise of 40 foundation factors year-over-year. For the three months ended December 31, 2025, working revenue totaled $2 million, which is flat in comparison with the identical interval final yr. Excluding the beforehand talked about stock write-off in addition to a gross sales tax expense of $479,000, working revenue would have been $3 million.
Working bills for the three months ended December 31, 2025, amounted to $8 million in comparison with $6 million for a similar interval final yr, a rise of $2 million. The change in working bills was pushed by a number of key components. First, the reversal of administrators’ charges accruals and the shift from money to stock-based compensation resulted in a internet $1 million impression with $943,000 lowering expense in 2024 on the accrual reversal and $103,000 enhance in expense in 2025 from the stock-based comp. Payroll and associated headcount bills have been $358,000 increased in 2025 in comparison with 2024 attributable to elevated headcount. In R&D, non-personnel bills elevated by $483,000, reflecting investments in ongoing product growth initiatives.
Regardless of these expense will increase, we stay centered on disciplined price administration and anticipate working leverage to enhance as income scales within the coming quarters. Internet revenue for the three months ended December 31, 2025, was $7.7 million in comparison with a internet lack of $13.3 million for a similar interval in 2024, a rise of $21 million. The rise in internet revenue was primarily pushed by the change in truthful worth of spinoff liabilities, which resulted in a noncash achieve of $5.9 million in This autumn 2025 versus a $13.8 million loss in This autumn 2024, representing a $19.7 million year-over-year variance.
With nearly all of our warrants now exercised, exchanged or expired, we should always see restricted impacts of the noncash swing within the truthful worth of spinoff liabilities going ahead. We additionally had decrease curiosity expense of $2.1 million in This autumn 2025, primarily attributable to decrease curiosity expense on our senior debt that was refinanced on the finish of Q3 2025 with JPMorgan. EBITDA for the three months ended December 31, 2025, was $8.7 million. Adjusted EBITDA was $4.8 million versus $3.7 million for a similar interval final yr, an enchancment of $1.1 million year-over-year. Whole present property amounted to $24.6 million as of December 31, 2025, versus $18.4 million as of December 31, 2024.
Money and money equivalents totaled $12 million as of December 31, 2025. We’re grateful for the continued belief and help of our stakeholders. This autumn 2025 was a powerful end to the yr for SANUWAVE and we’re happy with the progress we have made throughout our enterprise. As we transfer into 2026, we stay centered on executing the self-discipline, driving sustainable progress and constructing a strong basis for long-term worth creation. With that, I will flip the decision again over to Morgan.
Morgan Frank: Thanks, Peter. Okay. So transferring on to steering, which I do know has been form of the bugbear of the house all earnings interval. As we acknowledged in our press launch, we’re guiding to $9.6 million to $10.3 million in Q1 revenues. That is up 3% to 10% from the prior yr, largely suppressed on account of this form of stutter step of trade impression from CMS adjustments and the tide going out. We anticipate this to get higher going ahead as the brand new tide retains coming in and are, because of this, offering a preliminary 2025 estimate vary of 16% to 25% income progress for the yr 2025 versus 2024.
We’re nonetheless within the early days of this new paradigm. And clearly, we’re nonetheless gathering dots via which to attract significant traces. However we’re already seeing a bigger quantity of inbound curiosity from clients and companions than at any time within the firm’s historical past. And the all the time helpful form of how massive is the inbound resume pile indicator is at present effectively off the charts. So we’ll preserve that income estimate up to date because the yr goes on.
After 1 / 4 like this, particularly and as ever, I need to specific my gratitude to the SANUWAVE crew for all of the laborious work and for the dedication and the belief like firms exist downstream with our tradition, tradition lies downstream with the folks. And that is what enables you to adapt and thrive in fascinating instances like these. So effectively accomplished, of us, and thanks all. So with that, we’ll open it up for questions.
Operator: [Operator Instructions] We’ll take our first query from Carl Byrnes with Northland.
Carl Byrnes: You famous that you just’re seeing important inbound curiosity and in addition various inbound resumes as effectively. However with respect to the previous, are you able to communicate a bit bit by way of your anticipation by way of the promoting cycle for these newbound curiosity? I do know that they are going to fall in several buckets, however any form of shade you can provide there can be nice. After which I’ve a follow-up.
Morgan Frank: Sure. No, it is a good query. The — I imply it looks like the trade has been — I imply, January, significantly January after which to an important extent, February, there simply appeared like there was a certain quantity of form of shock within the trade. I simply assume there have been a good few individuals who actually did not assume that this worth change was going to stay. And so you have had some concern round that. I feel it has stretched promoting cycle a bit bit. The — we’re beginning to see a few of that break unfastened. A few of it additionally all the time — it is all the time actually a operate of what channel — to what channel are you promoting.
The smaller practitioners have a tendency to purchase extra quickly, like ramping up with hospitals, IDNs, bigger chains tends to take longer. So I feel we have undoubtedly seen some stretch within the gross sales cycle, but it surely looks like maybe that is beginning to get higher. It is a bit early to say something like too, too definitive.
Carl Byrnes: Bought it. That is useful. After which are you able to present form of any really feel for what we are able to anticipate by way of even when it is a vary for adjusted EBITDA for ’26?
Morgan Frank: We actually have not offered that steering at this level. And I feel making an attempt to do it off the cuff on the decision appears unwise. So I feel we have offered some form of guideposts prior to now the place it seems like incremental income would in all probability drop by one thing on the order of fifty% to the EBITDA line. So I feel that is nonetheless a reasonably good form of rule of thumb.
Operator: [Operator Instructions] We are going to transfer subsequent with Kyle Bauser with ROTH Capital.
Kyle Bauser: Possibly simply on steering. So for Q1, 3% to 10% enhance after which for the complete yr, 16% to 25%. I suppose how ought to we take into consideration the expansion charge over the form of stability of the yr after Q1? I imply, the complete yr quantity by way of progress is a good quantity above Q1. So when would we anticipate issues to form of flip and begin trending in direction of or above that full yr vary to form of get to that because the Q1 is under it.
Morgan Frank: Sure. I imply, effectively, so I imply, clearly, as you have intuited from these numbers, we’re anticipating the remainder of the yr to be on stability to be higher than Q1. I feel at this level, it is a bit untimely for us to start out form of making an attempt to interrupt it down by quarter. However I feel the — like many within the trade, I imply, it simply looks like there’s going to be — I imply the again half of this yr seems like it’ll be very promising. Precisely the place this hockey stick is. I imply, hockey stick could also be too aggressive a time period.
However the place the inflection lies is form of like we’ll — I feel we’ll have so much higher capacity to talk to that after we report Q1. Prefer it simply — it seems like there’s so much occurring like proper at this second. And so I simply — I feel it is a bit early for us to make that assertion.
Kyle Bauser: Sure. No, truthful sufficient. And may you discuss a bit bit about form of the most recent business group headcount numbers? You talked about resellers and distributors contributing 32%. What does the business group appear like? After which what number of, I do not know, relationships or 1099 do you will have related to the non-W2?
Morgan Frank: Sure. So I feel we’re at 14 or 15 on inner gross sales power. Actually, I would need to verify and see precisely who stated sure, just a few — who stated sure to some hiring. We could be a bit above that. We’re undoubtedly — we’re pushing the interior gross sales power a bit bigger and beginning to fill it out with issues like gross sales managers and including some extra form of key nationwide account reps in addition to of us to handle the resellers. We’ve not revealed a what number of resellers are you working with quantity. It is actually considerably greater than we have been in Q3.
A part of the — extra so than the variety of — I feel extra so than the variety of resellers is form of the dimensions of the resellers. And whereas we have been working with individuals who have been smaller teams and had just a few reps, like among the teams that we have begun to work with have form of 50, 60, 70 folks below them. And that — as you get that ramped up, like that provides plenty of potential, like precisely how lengthy it takes these items to get.
We have seen some promising early habits from a few of them. it is precisely what the cycle is to get these of us form of ramped up, absolutely educated, firing on all cylinders after which for them to have the ability to work via the gross sales cycle inside their very own networks continues to be one thing we’re mapping, like we’re getting it found out, but it surely’s a kind of form of — it is a kind of form of study by doing issues.
Kyle Bauser: Sure. Okay. I respect that. And then you definitely talked a bit bit in regards to the working margin related to these gross sales coming from resellers and distributors. How does that form of like how does that evaluate with you promoting internally with the direct gross sales power?
Morgan Frank: Sure. So clearly, whenever you’re promoting to somebody at a wholesale worth, proper, that is going to have an effect on ASPs. So the wholesale worth for — the entire sale worth for a system or for a case of applicators will probably be decrease than the retail worth, proper, as a result of the resellers are making their cash on the markup. The — nonetheless, there are not any additional prices under the road, proper? So what we used to do is promote via distributors at retail after which pay a fee charge on the gross sales. Like that is — the brand new system is fairly intently equal to that.
And clearly, as a result of we’re not carrying the gross sales power prices of the reseller, not paying for aircraft tickets and lunches or no matter. The online impact on the working line is it is really a better fall-through margin. Does that make sense?
Kyle Bauser: Okay. Bought it. Sure. I imply is it a giant impact? Or is it fairly comparable on the finish of the day?
Morgan Frank: I imply we actually — I do not need to get into quantifying it right here.
Kyle Bauser: Sure. Okay. Bought it. After which simply lastly, any updates on pipeline, the way you’re interested by doubtlessly including in new merchandise, et cetera?
Morgan Frank: Sure. I imply, as you in all probability observed, you noticed some uptick in R&D. We’re undoubtedly engaged on some stuff. I feel we’ll in all probability have extra to say about that on the Q1 name. The — from a form of a gross sales pipeline standpoint, the pipeline is fascinating proper now. Like there are — we have had plenty of inbound curiosity. There’s actually — there’s actually an academic sale occurring the place it is form of like, effectively, discuss to me about this, like does it actually work? How can we — how would we construct this newer follow circulation? How wouldn’t it work?
The place is the profit for our sufferers, like how our practitioners — how laborious is that this for our practitioners to study? And so now we have like now we have an enormous high of the pipeline proper now. It is simply — it is a bit sophisticated — it is made a bit sophisticated by the truth that, clearly, sure sectors of the wound care house are having — are nonetheless grappling with the form of clawbacks and the CMS points. Others, I imply, we’re seeing plenty of curiosity out of wound facilities, hospitals, surgical and postsurgical. We’re really exploring a few non-wound functions which are doubtlessly fascinating, however actually, actually early.
So do not actually — I would not attempt to cling my hat on that simply but.
Operator: We are going to transfer subsequent with Ian Cassel with IFCM.
Ian Cassel: Sure. I simply have a few questions. The primary one, I imply, you bought 255 programs in This autumn, which is simply an enormous quantity. Are you able to give us a way of form of the place these programs have been positioned? Was it a few pigs within the python to make use of a phrase that you just like to make use of? Or what actually drove that quantity?
Morgan Frank: Sure. So clearly, like form of sophisticated quarter, proper? You promote — we promote 255 programs. The precise lively programs within the discipline rise by about 5%, proper, so about 56 as a result of we pulled 168 programs out attributable to issues not going effectively with sure clients, sure clients’ companies. And so from that, I feel you may form of intuit like the place issues went from a channel standpoint. From a person buyer standpoint, like there wasn’t actually — there wasn’t actually a pig within the python right here, proper? There wasn’t like an order that drove it. It was — there have been a quantity — I feel there have been an unusually giant variety of form of midsized orders.
Does that make sense?
Ian Cassel: Sure. No, that is useful. One other query I had was in earlier calls, you spoke about, I consider, organising a brand new manufacturing line for the applicators that had the potential to extend gross margins just a few hundred foundation factors. Is there an replace on that?
Morgan Frank: Sure. So there are 2 updates on that. One, our current producer has very, very graciously managed to scale back their costs as effectively. So that they’ve taken — so we’re now experiencing higher pricing on applicators beginning the start of Q1. We do that on a pool foundation. So it is — we mainly — we use a blended common of our stock. So — and we preserve 6 to 9 months of applicators available. So it’ll take some time for this to — it’ll trickle via steadily reasonably than be form of a step operate. With regard to the brand new line, there have been some delays in qualifying the mould.
It is simply — all people is form of this and saying, wow, I’ve simply by no means seen a mould this persnickety. However we appear to have it — we appear to be on high of it, and I feel we’re making progress. I’m hopeful to see that ramp. I am hopeful to see that hit within the subsequent — I am hopeful to see it begin producing product within the subsequent couple of months. However it’s — given the delays there, I am simply — I am hesitant to place too agency a stake within the floor proper now and say that is the definitive timing.
Operator: [Operator Instructions] we’ll transfer subsequent with Albert Hanser with Kestrel.
Albert Hanser: Good job speaking a altering panorama and all of the cross currents. So effectively accomplished on this turnaround. My query is easy. And simply as you form of look to outline your self in a altering panorama and play offense by inserting models, are there any form of key trade occasions, commerce reveals, conferences that we should always put in our calendar to both attend or form of watch as you plant the flag and get on the market extra vocally with the purchasers?
Morgan Frank: Sure. Effectively, I imply, clearly, one of many — and we’ll be at plenty of reveals. The gross sales power does wish to get round. Clearly, one of many trade bigs is SAWC. That is kicking off in Charlotte, April 9. So when you’re searching for one thing to do within the subsequent couple of weeks, that is an important wound present.
Operator: We are going to transfer subsequent with Ethan Star, personal investor.
Unknown Attendee: So the slide presentation famous that 168 UltraMIST programs have been decided to be discontinued within the fourth quarter. I am simply questioning, apart from clients that shut down, what have you learnt about why these programs have been discontinued?
Morgan Frank: My — plenty of — basically, we pulled a lot of the — so there are 2 ways in which would have gone up in that bucket, proper? The primary is {that a} buyer that we’d have anticipated to order hadn’t ordered for six months. Second is that if we made a dedication that the shopper who owns these programs was now not working the enterprise.
Unknown Attendee: Okay. So usually, there — however amongst these individuals who did not order, I imply, they simply stopped utilizing them or you do not even know?
Morgan Frank: It is — I imply possibly they — it is tough to say, proper? I imply folks do not name you up and let you know why. I believe that in lots of — there’s all the time there’s all the time a sure form of low stage of churn, form of nothing like we have skilled within the final quarter or so. The — I believe it is monetary misery for lots of oldsters. Just like the — I imply, you set your self within the place of you have accomplished a considerable amount of form of allografting and then you definitely get a clawback 9 months later for 90% of it. How lots of the — what number of of us had the money available to deal with that?
Like that looks like it has been form of the meteor that individuals have been getting hit with.
Unknown Attendee: Okay. So this — so This autumn is an unusually excessive variety of discontinued programs for that cause, it feels like.
Morgan Frank: Right.
Unknown Attendee: Okay. Wouldn’t it be in any respect possible to amass — attempt to purchase the discontinued UltraMIST programs, recondition them and promote them?
Morgan Frank: It is — presumably. I do not need to — given some issues occurring, I do not need to discuss in an excessive amount of specificity about that. However we have actually had an analogous thought.
Unknown Attendee: Okay. That is useful. Apart from the exterior components talked about within the press launch, do clients are inclined to undergo UltraMIST consumables at a reasonably regular charge? Or do they enhance? Do you see them rising makes use of of consumables as they develop into extra accustomed to the UltraMIST system?
Morgan Frank: That feels like a kind of questions that is going to have a easy reply. However the actuality is it relies upon an important deal on the shopper kind, proper? So when you promote a system to a cellular wound care supplier who handles long-term care services, they’ll usually ramp up virtually instantly, proper? They will take it on their rounds, they’re going to begin doing remedies. You go from 0 to 60, nothing flat.
Should you promote it right into a podiatry workplace, it tends to be a slower ramp as they form of construct the — as they do their advertising and marketing or form of construct a ebook of enterprise that will get the product into extra utilization, like both promote it right into a nursing residence or an assisted residing facility and also you are inclined to get an early bolus as they run round and deal with everybody who’s received — everybody within the facility who’s received wounds. After which it form of backs off to a gentle state when you get the injuries within the facility extra below management.
And so hospitals generally tend to form of begin utilizing after which ramp up over time as form of phrase will get round and other people say, “Hey, this labored rather well on our factor, it is best to attempt it in your factor.” And so the reply to that query is absolutely sophisticated.
Operator: And presently, there are not any additional questions in queue. I’ll now flip the assembly again to Mr. Frank for closing feedback.
Morgan Frank: Effectively, thanks, guys. I respect everybody being right here very first thing on a Friday morning, and we’ll communicate to you quickly after we report Q1. Thanks once more.
Operator: Thanks. This brings us to the top of at this time’s assembly. We respect your time and participation. Chances are you’ll now disconnect.
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