0001347452-12-000006.txt : 20120216 0001347452-12-000006.hdr.sgml : 20120216 20120216061719 ACCESSION NUMBER: 0001347452-12-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120216 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120216 DATE AS OF CHANGE: 20120216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Westinghouse Solar, Inc. CENTRAL INDEX KEY: 0001347452 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 900181035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33695 FILM NUMBER: 12617617 BUSINESS ADDRESS: STREET 1: 1475 S. BASCOM AVE. STREET 2: SUITE 101 CITY: CAMPBELL STATE: CA ZIP: 95008-0528 BUSINESS PHONE: 408-402-9400 MAIL ADDRESS: STREET 1: 1475 S. BASCOM AVE. STREET 2: SUITE 101 CITY: CAMPBELL STATE: CA ZIP: 95008-0528 FORMER COMPANY: FORMER CONFORMED NAME: Akeena Solar, Inc. DATE OF NAME CHANGE: 20060830 FORMER COMPANY: FORMER CONFORMED NAME: Fairview Energy Corporation, Inc. DATE OF NAME CHANGE: 20051220 8-K 1 form_8-k.htm WESTINGHOUSE SOLAR FORM 8-K form_8-k.htm
MinUNITED 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

Date of report (date of earliest event reported):
February 16, 2012

Westinghouse Solar Logo
 
WESTINGHOUSE SOLAR, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-33695
 
90-0181035
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)

1475 S. Bascom Ave. Suite 101, Campbell, California 95008
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (408) 402-9400
 
 

Akeena, Solar, Inc.
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ 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 February 16, 2012, Westinghouse Solar, Inc. (the “Registrant”), issued a press release announcing financial results and certain other information related to the quarter and year ended December 31, 2011. A copy of the press release is attached as Exhibit 99.1 hereto (the “Press Release”).

In conjunction with the issuance of the Press Release, the Registrant will conduct a conference call with investors and financial analysts on February 16, 2012 to discuss the financial results for the quarter and year ended December 31, 2011 and other information relating to the Registrant’s business.

The information in this section, including the information contained in the Press Release attached as Exhibit 99.1 is being furnished pursuant to this Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. In addition, this information shall not be deemed to be incorporated by reference into any of the Registrant’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.


Item 9.01  Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit
Number
 
Description of Exhibit
  99.1  
Press Release regarding financial results for the quarter ended December 31, 2011 and certain other information, issued by the Registrant on February 16, 2012 (furnished herewith).
       
 
 

 

 
 

 


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 hereunto duly authorized.


Date:  February 16, 2012
AKEENA SOLAR, INC.
 
By: /s/ Margaret R. Randazzo
 
Margaret R. Randazzo,
 
Chief Financial Officer

 
 

 

EXHIBIT INDEX
     
No.
 
Description
     
  99.1  
Press Release regarding financial results for the quarter ended December 31, 2011 and certain other information, issued by the Registrant on February 16, 2012 (furnished herewith).



EX-99.1 2 exhibit_99-1.htm WESTINGHOUSE SOLAR EXHIBIT 99.1 exhibit_99-1.htm
Exhibit 99.1

 
Westinghouse Solar Logo
 
Corporate Headquarters: 1475 South Bascom Avenue, Suite 101, Campbell, CA  95008


Investor Relations Contact:
 
Company Contact:
Matt Selinger
 
Barry Cinnamon, Chief Executive Officer
Genesis Select
 
Westinghouse Solar
(303) 415-0200
 
(408) 402-9400
mselinger@genesisselect.com
 
bcinnamon@westinghousesolar.com

Westinghouse Solar Announces Fourth Quarter and Year-End 2011 Results

Westinghouse Solar’s Design and Manufacturing Business Model Drives Full Year Revenue Growth of 32% Compared to Prior year

Campbell, CA, February 16, 2012 – Westinghouse Solar, Inc. (NASDAQ:WEST), a designer and manufacturer of solar power systems, today announced its fourth quarter and full year 2011 financial results. Westinghouse Solar also announced today that it has signed a letter of intent to pursue a business combination with CBD Energy (ASX:CBD.AX), a diversified renewable energy company based in Sydney, Australia. Further information on the proposed business combination is available in a separate press release filed concurrently today.
 
“We completed our first full year under our new design and manufacturing business model, achieving full year revenue of $11.4 million, an increase of 32% as compared to 2010. Total revenue in the fourth quarter was $3.3 million, a decline of 7.1% as compared to the fourth quarter of 2010 – although it is notable that $1.9 million of fourth quarter 2010 sales included a one-time sale of panels from our remaining installation contracts following our announcement to discontinue our installation business in September 2010. Excluding this one-time sale of panels, fourth quarter revenue grew nearly 100% compared to the same period last year. Total revenue in the fourth quarter declined slightly, by 2.1%, as compared to the third quarter of 2011 due to the timing of orders from certain strategic partners and delayed product deliveries during the fourth quarter,” continued Barry Cinnamon.
 
 “Revenue from key strategic partners contributed about a third of total revenue in the fourth quarter of 2011 and 42% for the full year. Revenue from one of the largest HVAC companies increased 140% in the fourth quarter as compared to the third quarter of 2011, and increased 69% for the full year. As a result of our new lower prices, customer interest levels and online sales from Lowe’s Home Improvement tripled revenue earned through our retail channel – driven especially by our “solar in a box” kits (www.lowes.com). Revenue from Lennar, which standardized on Westinghouse Solar systems for their new homes in several Texas communities, declined 60% in the fourth quarter as compared to the third quarter of 2011 due to timing of orders and product fulfillment, but revenue for the full year was $2.5 million from this initiative that began in early 2011.”
 
“Our new manufacturing partner of lower cost panels allowed us to achieve a sequential increase in gross margin from 8.4% in the third quarter of 2011 to 8.9% in the fourth quarter of 2011. When new and existing installers can purchase a Westinghouse Solar AC system at a price point roughly comparable to an ordinary DC system, their decision to switch becomes very easy. There is increasing focus in the industry on balance
 

 
 

 

 
of system (BOS) and installation costs – areas in which we have concentrated our efforts for years. We believe that the combination of our patented technology and Westinghouse Solar branding gives us a competitive advantage in the marketplace – especially now that ordinary solar panels have become commodities,” concluded Cinnamon.
 
Fourth Quarter Financial Results
 
Revenue for the quarter ended December 31, 2011 was $3.3 million, compared to $3.6 million in the fourth quarter of 2010, and $3.4 million in the third quarter of 2011. The year-over-year decrease in revenue was due to the one-time sale of panels totaling $1.9 million from our remaining installation contracts in the fourth quarter of the prior year following our announcement to discontinue our installation business in September 2010. Excluding this one-time sale of panels in the prior year, revenue increased $1.6 million, or 98.4%, driven by increased sales to strategic partners and growth from our distribution network due to more competitive pricing. The sequential decline in revenue is due to the timing of orders from certain strategic partners and delayed product deliveries during the fourth quarter.
 
Gross profit for the fourth quarter of 2011 was $294,000 or 8.9% of revenue, compared to $478,000 or 13.4% of revenue for the fourth quarter of 2010, and $283,000 or 8.4% of revenue for the third quarter of 2011. The year-over-year decline in gross margin was due to lower average selling prices partially offset by a decline in lower panel and component costs. The sequential increase in gross margin is due to the higher margins achieved with the new lower cost, larger format panel.
 
Total operating expenses in the fourth quarter of 2011 were $2.1 million, compared to $2.0 million for the same period last year and $1.9 million for the third quarter of 2011. The year-over-year increase is due to higher sales and marketing costs of $188,000, partially offset by lower general and administrative expenses of $104,000. The year-over-year increase in sales and marketing costs reflects increased expenditures for licensing fees, trade shows, public relations and advertising supporting the expansion of the distribution business.  The year-over-year decline in general and administrative expenses was due to lower payroll costs and reduced expenditures for professional fees, rent and computer costs and lower stock-based compensation, partially offset by higher expenditures for research and development. Compared to the third quarter of 2011, total operating expenses increased $180,000 due to an increase in sales and marketing expense of $105,000 and higher general and administrative expense of $75,000. The sequential increase in sales and marketing costs is primarily due to an increase in expenditures for trade shows due to Solar Power International in October, and higher public relations and advertising costs.  The sequential increase in general and administrative expenses was due to an increase in expenditures for research and development and higher insurance costs. Stock-based compensation expense included in total operating expenses was $211,000 for the fourth quarter of 2011, compared to $254,000 for the same period of 2010 and $236,000 in the third quarter of 2011. Cash operating expenses (adjusted to exclude stock-based compensation expense and depreciation and amortization expense) were $1.8 million for the fourth quarter of 2011, compared to $1.7 million for the same period last year and $1.6 million for the third quarter of 2011.
 
Net loss from continuing operations was $1.2 million in the fourth quarter of 2011, or $0.09 per share, compared to a net loss of $1.3 million, or $0.12 per share in the same period last year, and a net loss of $703,000 in the third quarter of 2011, or $0.05 per share. The net loss includes favorable non-cash adjustments to the fair value of common stock warrants of $613,000 and $162,000 for the fourth quarters of 2011 and 2010, respectively, and $849,000 for the third quarter of 2011.  Excluding the impact of the common stock warrant adjustments in all periods, net loss from continuing operations for the fourth quarter of 2011 was $1.8 million or $0.13 per share, compared to a net loss of $1.5 million or $0.13 per share for the fourth quarter of 2010, and a net loss of $1.6 million or $0.12 per share, for the third quarter of 2011.
 

 
 

 
 
The loss from discontinued operations was $74,000 in the fourth quarter of 2011, compared to a loss of $495,000 or $0.04 per share in the same period last year, and $42,000 in the third quarter of 2011. For the fourth quarter of 2011, net loss attributable to common stockholders also included a non-cash preferred stock dividend of $21,000, as compared to $78,000 in the third quarter of 2011.
 
Net loss including discontinued operations and the preferred stock dividend was $1.3 million or $0.09 per share in the fourth quarter of 2011, compared to a net loss of $823,000 or $0.06 per share in the third quarter of 2011. Net loss including discontinued operations was $1.8 million or $0.16 per share in the fourth quarter last year.
 
Full Year 2011 Financial Results
 
For the year ended December 31, 2011, the company reported net revenue of $11.4 million, an increase of 32.1% as compared to net revenue of $8.7 million in 2010. Gross profit was $1.0 million or 9.2% of revenue in 2011, compared to $1.2 million, or 14.4% of revenue in 2010.  The year-over-year decrease in gross margin reflects lower average system prices and higher inventory overhead allocations, partially offset by lower panel prices and lower component costs.
 
Operating expenses were $8.1 million in 2011 compared to $9.7 million in 2010. Stock-based compensation included in operating expenses was $1.1 million in 2011 compared to $1.8 million in 2010. Cash operating expenses in 2010 (adjusted for stock-based compensation expense and depreciation and amortization expense) were $6.9 million in 2011 compared to $7.7 million in 2010. The decrease in cash operating expenses reflects lower general and administrative costs of $1.9 million, partially offset by higher sales and marketing costs of $1.1 million supporting the increased revenue
 
Net loss from continuing operations for 2011 was $4.5 million, or $0.37 per share, compared to a net loss of $6.4 million, or $0.63 per share in 2010. The net loss includes a favorable non-cash adjustment to the fair value of common stock warrants of $2.6 million in 2011 compared to $2.0 million in 2010. Excluding the impact of the adjustments in both years, net loss per share in 2011 and 2010 would have been $0.57 and $0.83, respectively. Net loss including discontinued operations, the preferred stock dividend and the preferred deemed dividend was $5.7 million or $0.46 per share for 2011, compared to a net loss including discontinued operations of $12.9 million, or $1.28 per share, in 2010.
 
Cash and cash equivalents at December 31, 2011 were $1.3 million. There was a $92,000 balance drawn on the Company’s $750,000 line of credit at year-end. Common shares outstanding as of December 31, 2011 were 16.0 million compared to 11.4 million at December 31, 2010 and 14.1 million at September 30, 2011.
 
The number of employees at the end of the fourth quarter of 2011 was 36 full time equivalents, compared to 39 at December 31, 2010 and 32 at September 30, 2011.
 
Conference Call Information
 
Westinghouse Solar will host an earnings conference call at 11:00 a.m. PT (2:00 p.m. ET) today to discuss its fourth quarter 2011 earnings results and proposed business combination announcement.  To access the live call, please dial 877-393-9062 and for international callers dial 678-894-3023 approximately 10 minutes prior to the start of the call.  The conference ID is 48965567. The conference call will also be broadcast live over the Internet and will be available via webcast which can be accessed from the “Investor Relations” section of the company’s website at www.westinghousesolar.com. The webcast will be archived on the company’s website at www.westinghousesolar.com.
 

 
 

 

About Westinghouse Solar: (NASDAQ:WEST)
 
Westinghouse Solar is a designer and manufacturer of solar power systems. In 2007, Westinghouse Solar pioneered the concept of integrating the racking, wiring and grounding directly into the solar panel. This revolutionary solar panel, originally branded "Andalay", quickly won industry acclaim. In 2009, the company again broke new ground with the first integrated AC solar panel, reducing the number of components for a rooftop solar installation by approximately 80 percent and lowering labor costs by approximately 50 percent. This first AC panel, which won the 2009 Popular Mechanics Breakthrough Award, has become the industry's most widely installed AC solar panel. Award-winning Westinghouse Solar Power Systems provide the best combination of safety, performance and reliability, while backed by the proven quality of the Westinghouse name. For more information on Westinghouse Solar, visit www.westinghousesolar.com.
 
The Westinghouse Solar logo is available at: http://www.globenewswire.com/newsroom/prs/?pkgid=7801
 
FORWARD-LOOKING AND CAUTIONARY STATEMENTS – Safe Harbor
 
This press release contains forward-looking statements, including with respect to the negotiation, implementation and effects of a proposed business combination between Westinghouse Solar, Inc. (“Westinghouse Solar”) and CBD Energy Limited (“CBD”), that may result from the non-binding term sheet.  Those statements and statements made in this release that are not historical in nature, including those related to future revenue, revenue growth, gross margin, operating expense rates, achievement of cashflow and EBITDAS breakeven and profitability, product introductions and cost reductions in future periods, and anticipated outcomes in litigation, constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “expects,” “projects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,” “intends,” “estimates,” and other words of similar meaning. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. These statements are subject to risks and uncertainties that cannot be predicted or quantified, and our actual results may differ materially from those expressed or implied by such forward-looking statements. For Westinghouse Solar, these statements are subject to the following risks and uncertainties: difficulties, delays, unexpected costs or the inability to reach definitive documents with respect to, or consummate, the proposed business combination with CBD and other transactions referred to in this press release and those described in the documents we file with the U.S. Securities and Exchange Commission, and risks associated with the inherent uncertainty of future financial results, additional capital financing requirements, development of new products by us or our competitors, uncertainties in the timing of availability and manufacturing volumes of products from our suppliers, the effectiveness, profitability, and marketability of our new products, our ability to protect and defend proprietary rights and information, the impact of current, pending, or future legislation, regulation and incentive programs on the solar power industry, the impact of competitive products or pricing, technological changes, our ability to identify and successfully acquire and grow distribution customers, and the effect of general economic and business conditions. All forward-looking statements included in this release are made as of the date of this press release, and Westinghouse Solar assumes no obligation to update any such forward-looking statements.



 
 

 

STATEMENT REGARDING ADDITIONAL INFORMATION THAT MAY BECOME AVAILABLE
 
If a transaction is to be proposed to the stockholders of Westinghouse Solar and CBD, Westinghouse Solar and CBD would file with the Securities and Exchange Commission and distribute a Registration Statement on Form F-4 covering securities to be issued in the transaction. Westinghouse Solar shareholders would receive a prospectus and proxy/consent solicitation statement in connection with such transaction. The final terms of the prospective merger of Westinghouse Solar and CBD remain subject to change and would only be reflected in a binding definitive agreeement that remains to be negotiated between the companies. A copy of the definitive merger agreement would be filed along with the prospectus. Westinghouse Solar stockholders would be urged to read these and any other related documents the corporation may issue. If and when these documents are filed, they can be obtained for free at the SEC’s website, www.sec.gov. Additional information on how to obtain these documents from Westinghouse Solar would be made available to stockholders if and when a transaction is to occur. CBD would provide disclosure and arrange for solicitation of the votes of its shareholders in accordance with Australian regulations following execution of a binding agreement. Such documents are not currently available.
 
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.  Westinghouse Solar, its directors and executive officers, may be deemed to be participants in the solicitation of proxies or consents from Westinghouse Solar’s stockholders in connection with any transaction that might be proposed to such stockholders. Information about the directors and executive officers of Westinghouse Solar and their ownership of CBD and Westinghouse Solar stock will be included in the prospectuses and proxy/consent solicitation statements if and when they become available.
 
- Tables to Follow -

 
 
 

 

Westinghouse Solar, Inc.
Condensed Consolidated Statements of Operations

   
Three Months Ended 
December 31,
   
Twelve Months Ended 
December 31,
 
   
2011
(Unaudited)
   
2010
(Unaudited)
   
2011
(Unaudited)
   
2010
 
                         
Net revenue
  $ 3,303,600     $ 3,556,734     $ 11,429,383     $ 8,653,390  
Cost of goods sold
    3,009,389       3,078,433       10,380,051       7,403,637  
        Gross profit
    294,211       478,301       1,049,332       1,249,753  
Operating expenses
                               
Sales and marketing
    664,927       476,834       2,271,392       1,182,444  
General and administrative
    1,399,795       1,503,713       5,868,175       8,536,187  
Total operating expenses
    2,064,722       1,980,547       8,139,567       9,718,631  
Loss from operations
    (1,770,511 )     (1,502,246 )     (7,090,235 )     (8,468,878 )
Other income (expense)
                               
Interest income (expense), net
    (13,280 )     (4,714 )     (21,260 )     (4,638 )
Adjustment to the fair value of common stock warrants
    612,612       162,377       2,592,722       2,039,136  
Total other income (expense)
    599,332       157,663       2,571,462       2,034,498  
Loss before provision for income taxes and discontinued operations
    (1,171,179 )     (1,344,583 )     (4,518,773 )     (6,434,380 )
Provision for income taxes
    -       -       -       -  
Net loss from continuing operations
    (1,171,179 )     (1,344,583 )     (4,518,773 )     (6,434,380 )
Loss from discontinued operations, net of tax
    (74,278 )     (495,086 )     (112,848 )     (6,489,698 )
Net loss
    (1,245,457 )     (1,839,669 )     (4,631,621 )     (12,924,078 )
Preferred stock dividend
    (21,259 )     -       (99,047 )     -  
Preferred deemed dividend
    -       -       (975,460 )     -  
Net loss attributable to common stockholders
  $ (1,266,716 )   $ (1,839,669 )   $ (5,706,128 )   $ (12,924,078 )
                                 
Net loss from continuing operations per common and common equivalent share (basic and diluted)
  $ (0.09 )   $ (0.12 )   $ (0.37 )   $ (0.63 )
                                 
Net loss from discontinued operations per common and common equivalent share (basic and diluted)
  $ (0.00 )   $ (0.04 )   $ (0.00 )   $ (0.63 )
                                 
Net loss per common and common equivalent share (basic and diluted)
  $ (0.09 )   $ (0.16 )   $ (0.46 )   $ (1.28 )
                                 
Weighted average shares used in computing loss per common share: (basic and diluted)
    13,977,493       11,178,279       12,342,655       9,953,468  


 
 

 

 
 

Westinghouse Solar, Inc.
Condensed Consolidated Balance Sheets
   
December 31,
2011
(unaudited)
   
December 31,
2010
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 1,346,777     $ 596,046  
Restricted cash
          540,250  
Accounts receivable, net
    1,096,580       912,588  
Other receivables
    469,469       15,864  
Inventory, net
    4,172,809       4,222,800  
Prepaid expenses and other current assets, net
    978,709       786,653  
Assets of discontinued operations
    87,455       618,204  
Assets held for sale – discontinued operations
    18,293       290,051  
Total current assets
    8,170,092       7,982,456  
Property and equipment, net
    196,718       334,864  
Other assets, net
    955,570       426,492  
Assets of discontinued operations – long-term
    209,913       21,724  
Total assets
  $ 9,532,293     $ 8,765,536  
                 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 3,865,039     $ 1,483,180  
Accrued liabilities
    428,813       607,823  
Accrued warranty
    217,812       51,860  
Common stock warrant liability
    317,490       285,673  
Credit facility
    92,266       540,250  
Capital lease obligations – current portion
    4,699        
Note payable – current portion
    283,252       136,816  
Liabilities of discontinued operations – short-term
    1,308,820       1,623,927  
Total current liabilities
    6,518,191       4,729,529  
                 
Capital lease obligations, less current portion
    4,713        
Long-term liabilities of discontinued operations
    10,200       87,088  
Total liabilities
    6,533,104       4,816,617  
                 
Commitments, contingencies and subsequent events
               
                 
Stockholders’ equity:
               
Convertible redeemable preferred stock, $0.001 par value, 1,000,000 shares authorized; 2,273 and 0 shares issued and outstanding on December 31, 2011 and 2010, respectively
    751,223        
Common stock, $0.001 par value; 100,000,000 shares authorized; 16,040,581 and 11,442,438 shares issued and outstanding at December 31, 2011 and 2010, respectively
    16,041       11,442  
Additional paid-in capital
    72,683,781       68,683,205  
Accumulated deficit
    (70,451,856 )     (64,745,728 )
Total stockholders’ equity
    2,999,189       3,948,919  
Total liabilities, convertible redeemable preferred stock and stockholders’ equity
  $ 9,532,293     $ 8,765,536  


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