0001425450FALSE00014254502023-05-012023-05-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
______________________

Date of Report (Date of earliest event reported): August 5, 2024
OrthoPediatrics Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-3824226-1761833
(Commission File Number)(I.R.S. Employer Identification Number)
2850 Frontier Drive
Warsaw, Indiana
46582
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (574) 268-6379
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00025 par value per shareKIDSNasdaq Global Market

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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨



Item 2.02. Results of Operations and Financial Condition.

On August 5, 2024, OrthoPediatrics Corp. issued a press release announcing its earnings for the quarter ended June 30, 2024 and making other disclosures. The press release (including the accompanying unaudited condensed consolidated financial statements as of and for the quarter ended June 30, 2024, and other financial data) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including the information incorporated by reference herein from Exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
* * * * * *



SIGNATURE

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.
OrthoPediatrics Corp.
Date:   August 5, 2024By:/s/ Daniel J. Gerritzen
Daniel J. Gerritzen,
General Counsel and Secretary


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OrthoPediatrics Corp. Reports Second Quarter 2024 Financial Results and Reaffirms Full Year 2024 Revenue Guidance

Record Second Quarter 2024 Revenue Increased 33% Year-over-Year


WARSAW, Ind., August 5, 2024 -- OrthoPediatrics Corp. (“OrthoPediatrics” or the “Company”) (Nasdaq: KIDS), a company focused exclusively on advancing the field of pediatric orthopedics, today announced its financial results for the second quarter ended June 30, 2024.

Second Quarter 2024 and Recent Business Highlights
Helped a record 32,000 children in the second quarter of 2024, an increase of 52% from the second quarter 2023
Generated record total revenue of $52.8 million for the second quarter of 2024, up 33% from $39.6 million in second quarter 2023; domestic revenue increased 39% and international revenue increased 16% in the quarter
Grew worldwide Trauma & Deformity revenue 37%, worldwide Scoliosis revenue 26%; Sports Medicine/Other revenue increased 17% in the second quarter of 2024 compared to the second quarter of 2023
Received Breakthrough Device Designation from FDA for eLLiTM Growing Rod System, an implant designed to address severe pathology associated with Early Onset Scoliosis (EOS)
Continued top tier sponsorship support of the combined 2024 Pediatric Orthopaedic Society of North America ("POSNA") and European Paediatric Orthopaedic Society ("EPOS") with Emerald sponsorship at annual meeting
Announced financing providing up to $100 million of capital, strengthening balance sheet through a term loan and private placement of convertible notes from Braidwell, LP
Reaffirmed full year 2024 revenue guidance of $200.0 million to $203.0 million, representing growth of 34% to 36% compared to prior year

David Bailey, President & CEO of OrthoPediatrics, commented, “I am excited about our productive start to the year. We are executing across the business in a normalized Children's hospital environment to deliver healthy revenue growth and increased operating leverage. Our clinically differentiated product portfolio is driving continued market share gains. We are capitalized to achieve cash flow breakeven and uniquely positioned to continue investing in transformative product development and in our OPSB expansion strategy, while we generate operating cash flow that we expect will support next year's planned set builds."

Second Quarter 2024 Financial Results
Total revenue for the second quarter of 2024 was $52.8 million, a 33% increase compared to $39.6 million for the same period last year. U.S. revenue for the second quarter of 2024 was $41.2 million, a 39% increase compared to $29.6 million for the same period last year, representing 78% of total revenue. The increase in revenue in the second quarter of 2024 was driven primarily by organic growth in Trauma and Deformity and Scoliosis products as well as the addition of Boston O&P. International revenue for the second quarter of 2024 was $11.6 million, a 16% increase
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compared to $10.0 million for the same period last year, representing 22% of total revenue. Growth in the quarter was primarily driven by Trauma and Deformity, domestic Scoliosis, partially offset by negative international Scoliosis.

Trauma and Deformity revenue for the second quarter of 2024 was $37.8 million, a 37% increase compared to $27.5 million for the same period last year. This growth was driven primarily by growth across numerous product lines, specifically Pega systems, PNP Tibia, ExFix, and OPSB, coupled with the addition of Boston O&P. Scoliosis revenue was $13.7 million, a 26% increase compared to $10.9 million for the second quarter of 2023. The growth was driven by increased number of users of our spine systems, and RESPONSE, as well as the addition of Boston O&P, partially offset by negative growth in international Scoliosis. Sports Medicine/Other revenue for the second quarter of 2024 was $1.3 million, a 17% increase compared to $1.2 million for the same period last year.

Gross profit for the second quarter of 2024 was $40.8 million, a 36% increase compared to $30.0 million for the same period last year. Gross profit margin for the second quarter of 2024 was 77%, compared to 76% for the same period last year. The change in gross margin was primarily driven by higher domestic growth combined with lower international set sales as well as favorable purchase price variance release.

Total operating expenses for the second quarter of 2024 were $46.5 million, a 30% increase compared to $35.6 million for the same period last year. The increase was mainly driven by the addition of Boston O&P, as well as increased commission expense and incremental personnel required to support the ongoing growth of the Company.

Sales and marketing expenses increased $3.1 million, or 23%, to $16.6 million in the second quarter of 2024. The increase was driven primarily by increased sales commission expenses coupled with additional employees to support the OPSB.

Research and development expenses decreased $0.4 million, or 14%, to $2.5 million in the second quarter of 2024. The decrease was driven by timing of external development expenses.

General and administrative expenses increased $8.2 million, or 43%, to $27.3 million in the second quarter of 2024. The increase was driven primarily by the addition of Boston O&P, increased depreciation and amortization as well as personnel and resources to support the continued expansion of the business.

Total other expense was $0.4 million for the second quarter of 2024, compared to $2.3 million of other income for the same period last year. The change was due primarily to the favorable fair value adjustment of contingent consideration in the second quarter of 2023, which did not repeat in 2024 as well as additional interest expense related to the term loan with MidCap.

Net loss for the second quarter of 2024 was $6.0 million, compared to $2.9 million for the same period last year. Net loss per share for the period was $0.26 per basic and diluted share, compared to $0.13 per basic and diluted share for the same period last year.

Adjusted EBITDA for the second quarter of 2024 was $2.6 million as compared to $2.3 million for the second quarter of 2023.

Weighted average basic and diluted shares outstanding for the three months ended June 30, 2024, was 23,145,064 shares.

As of June 30, 2024, cash, cash equivalents, short-term investments and restricted cash were $30.9 million compared to $82.3 million as of December 31, 2023. Cash usage in the second quarter 2024 includes $5.5 million paid for one time events. Additionally, the Company has signed a private financing arrangement with Braidwell, LP, consisting of a term loan and private placement of convertible notes that will provide up to $100 million of capital. Terms of the financing include a $50 million term loan and $50 million of convertible notes. The term loan consists of an initial term loan of $25 million and access to a delayed draw term loan facility for an additional $25 million. The
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financing is expected to fund on or around August 12, 2024. In connection with the financing, the Company has approved a stock repurchase program of up to $5 million in value of outstanding common stock. The proceeds from the financing will be used to repay outstanding debt of approximately $10 million, transaction fees incurred in connection with the financing, potential stock repurchases, and general corporate purposes and working capital needs.

Full Year 2024 Financial Guidance
For the full year of 2024, the Company reiterated its revenue guidance of $200.0 million to $203.0 million, representing growth of 34% to 36% over 2023 revenue. The Company reiterated annual set deployment to be less than $20.0 million and reiterated $8.0 million to $9.0 million of Adjusted EBITDA for the full year of 2024.

Conference Call
OrthoPediatrics will host a conference call on Tuesday, August 6, 2024, at 8:00 a.m. ET to discuss the results. Investors interested in listening to the conference call may do so by accessing a live and archived webcast of the event at www.orthopediatrics.com, on the Investors page in the Events & Presentations section. The webcast will be available for replay for at least 90 days after the event.

Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of U.S. federal securities laws. You can identify forward-looking statements by the use of words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "could," "believe," "estimate," "project," "target," "predict," "intend," "future," "goals," "potential,” "objective," "would" and other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, such as the impact of widespread health emergencies, such as COVID-19 and respiratory syncytial virus, and the other risks, uncertainties and factors set forth under "Risk Factors" in OrthoPediatrics’ Annual Report on Form 10-K filed with the SEC on March 8, 2024, as updated and supplemented by our other SEC reports filed from time to time, that may cause our results, activity levels, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements;. Forward-looking statements speak only as of the date they are made. OrthoPediatrics assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable securities laws.

Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures such as organic revenue, adjusted loss per share and Adjusted EBITDA, which differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Sales on an organic basis excludes from our reported net revenue growth the impacts of revenue from any acquired business that have been owned for less than one year. We believe that providing the non-GAAP organic revenue is useful as a way to measure and evaluate our underlying performance consistently across the periods presented. Adjusted loss per share in this press release represents diluted loss per share on a GAAP basis, plus the accreted interest attributable to acquisition installment payables, the fair value adjustment of contingent consideration, acquisition related costs, and minimum purchase commitment costs. The fair value adjustment of contingent consideration is associated with our estimates of the value of earn-outs in connection with certain acquisitions. We believe that providing the non-GAAP diluted loss per share excluding these expenses, as well as the GAAP measures, assists our investors because such expenses are not reflective of our ongoing operating results. Adjusted EBITDA in this release represents net loss, plus interest expense, net plus other expense, provision for income taxes (benefit), depreciation and amortization, stock-based compensation expense, fair value adjustment of contingent consideration, acquisition related costs, and the cost of minimum purchase commitments. The Company believes the non-GAAP measures provided in this earnings release enable it to further and more consistently analyze the period-to-period financial performance of its core business operating performance. Management uses these metrics as a measure of the Company’s operating performance and for planning purposes, including financial projections. The Company believes these measures are useful to investors as supplemental information because they are frequently used by analysts, investors and other interested parties to evaluate companies in its industry. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to, or superior to, net income or loss as a measure of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and it should not be
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construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, the measure is not intended to be a measure of free cash flow for management’s discretionary use, as it does not reflect certain cash requirements such as debt service requirements, capital expenditures and other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and other potential cash requirements. In evaluating these non-GAAP measures, you should be aware that in the future the Company may incur expenses that are the same or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP diluted loss per share or Adjusted EBITDA should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using these adjusted measures on a supplemental basis. The Company’s definition of these measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation. The schedules below contain reconciliations of reported GAAP net revenue to non-GAAP organic revenue, GAAP diluted loss per share to non-GAAP diluted loss and net loss to non-GAAP Adjusted EBITDA.

About OrthoPediatrics Corp.
Founded in 2006, OrthoPediatrics is an orthopedic company focused exclusively on advancing the field of pediatric orthopedics. As such it has developed the most comprehensive product offering to the pediatric orthopedic market to improve the lives of children with orthopedic conditions. OrthoPediatrics currently markets 71 systems that serve three of the largest categories within the pediatric orthopedic market. This product offering spans trauma and deformity, scoliosis, and sports medicine/other procedures. OrthoPediatrics’ global sales organization is focused exclusively on pediatric orthopedics and distributes its products in the United States and over 70 countries outside the United States. For more information, please visit www.orthopediatrics.com.

Investor Contact
Philip Trip Taylor
Gilmartin Group
philip@gilmartinir.com
415-937-5406

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ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (In Thousands, Except Share Data)
June 30, 2024December 31, 2023
ASSETS
Current assets:
      Cash and cash equivalents
$28,927 $31,055 
Restricted cash1,963 1,972 
Short-term investments— 49,251 
Accounts receivable - trade, net of allowances of $1,026 and $1,373, respectively
42,028 34,617 
Inventories, net
116,366 105,851 
Prepaid expenses and other current assets
4,499 3,750 
Total current assets
193,783 226,496 
Property and equipment, net53,482 41,048 
Other assets:
Amortizable intangible assets, net67,848 69,275 
Goodwill
90,512 83,699 
Other intangible assets
18,669 15,287 
Other non-current assets
6,467 2,940 
Total other assets
183,496 171,201 
Total assets$430,761 $438,745 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade
17,002 12,649 
Accrued compensation and benefits
12,616 11,325 
Current portion of long-term debt with affiliate
156 152 
Current portion of acquisition installment payable
1,304 10,149 
Other current liabilities
8,491 7,391 
Total current liabilities
39,569 41,666 
Long-term liabilities:
Long-term debt, net of current portion
9,250 9,297 
Long-term debt with affiliate, net of current portion
532 611 
Acquisition installment payment, net of current portion
2,371 3,551 
  Deferred income taxes4,739 5,483 
  Other long-term liabilities3,007 1,112 
Total long-term liabilities
19,899 20,054 
Total liabilities59,468 61,720 
Stockholders' equity:
Common stock, $0.00025 par value; 50,000,000 shares authorized; 24,216,738 shares and 23,378,408 shares issued as of June 30, 2024 and December 31, 2023, respectively
Additional paid-in capital
593,087 580,287 
Accumulated deficit
(211,576)(197,742)
Accumulated other comprehensive loss
(10,224)(5,526)
Total stockholders' equity
371,293 377,025 
Total liabilities and stockholders' equity$430,761 $438,745 
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ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, Except Share and Per Share Data)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net revenue$52,802 $39,559 $97,487 $71,147 
Cost of revenue12,003 9,534 24,514 17,561 
Gross profit40,799 30,025 72,973 53,586 
Operating expenses:
Sales and marketing
16,593 13,533 30,762 26,082 
General and administrative
27,329 19,112 52,059 36,269 
Research and development
2,543 2,966 5,541 5,412 
Total operating expenses
46,465 35,611 88,362 67,763 
Operating loss(5,666)(5,586)(15,389)(14,177)
Other expense (income):
Interest expense, net
261 294 898 84 
Fair value adjustment of contingent consideration
— (2,304)— (2,974)
Other expense (income), net
120 (289)96 (620)
Total other expense (income), net
381 (2,299)994 (3,510)
Loss before income taxes$(6,047)$(3,287)(16,383)(10,667)
Provision for income taxes (benefit)(18)(401)(2,549)(975)
Net loss$(6,029)$(2,886)$(13,834)$(9,692)
Weighted average common stock - basic and diluted23,145,064 22,704,723 22,982,921 22,587,022 
Net loss per share – basic and diluted
$(0.26)$(0.13)$(0.60)$(0.43)


















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ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)(In Thousands)
Six Months Ended June 30,
20242023
OPERATING ACTIVITIES
Net loss$(13,834)$(9,692)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
9,807 7,928 
Stock-based compensation
5,738 5,415 
Fair value adjustment of contingent consideration
— (2,974)
Accretion of acquisition installment payable
537 812 
       Deferred income taxes(2,955)(975)
Changes in certain current assets and liabilities:
Accounts receivable - trade
(4,583)(8,964)
Inventories, net
(10,420)(11,860)
Prepaid expenses and other current assets
(403)72 
Accounts payable - trade
4,150 9,724 
Accrued expenses and other liabilities
959 1,325 
Other
(1,778)(1,645)
Net cash used in operating activities(12,782)(10,834)
INVESTING ACTIVITIES
Acquisition of Boston O&P, net of cash acquired(20,693)— 
Acquisition of MedTech— (3,097)
Sale of short-term marketable securities49,855 72,347 
Purchase of short-term marketable securities— (44,600)
Purchases of property and equipment(13,144)(10,563)
Net cash provided by investing activities16,018 14,087 
FINANCING ACTIVITIES
Installment payment for ApiFix(2,250)(2,000)
Installment payment for MedTech(1,250)— 
Payments on acquisition note(928)— 
Payment of debt issuance costs(343)— 
Payments on mortgage notes(71)(71)
Net cash used in financing activities(4,842)(2,071)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(531)(335)
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(2,137)847 
Cash, cash equivalents and restricted cash, beginning of period$33,027 $10,462 
Cash, cash equivalents and restricted cash, end of period$30,890 $11,309 
SUPPLEMENTAL DISCLOSURES
Cash paid for interest$760 $11 
Transfer of instruments from property and equipment to inventory$281 $367 
Issuance of common shares for ApiFix installment$6,929 $6,178 
Issuance of common shares for MedTech installment$133 $2,274 
Right-of-use assets obtained in exchange for lease liabilities$— $293 
Debt issuance costs not yet paid$67 $— 
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ORTHOPEDIATRICS CORP.
NET REVENUE BY GEOGRAPHY AND PRODUCT CATEGORY
(Unaudited)
(In Thousands)

Three Months Ended June 30,Six Months Ended June 30,
Product sales by geographic location:2024202320242023
U.S.
$41,249 $29,587 $75,554 53,388 
International
11,553 9,972 21,933 17,759 
Total
$52,802 $39,559 $97,487 $71,147 
Three Months Ended June 30,Six Months Ended June 30,
Product sales by category:2024202320242023
Trauma and deformity
$37,771 $27,514 71,073 50,909 
Scoliosis
13,682 10,893 23,886 17,966 
Sports medicine/other
1,349 1,152 2,528 2,272 
Total
$52,802 $39,559 $97,487 $71,147 
























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ORTHOPEDIATRICS CORP.
RECONCILIATION OF NET LOSS TO NON-GAAP ADJUSTED EBITDA
(Unaudited)
(In Thousands)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net loss$(6,029)$(2,886)$(13,834)$(9,692)
Interest expense (income), net
261 294 898 84 
Other income
120 (289)96 (620)
Provision for income taxes (benefit)(18)(401)(2,549)(975)
Depreciation and amortization
4,779 4,080 9,807 7,928 
Stock-based compensation
2,939 3,303 5,738 5,415 
Fair value adjustment of contingent consideration— (2,304)— (2,974)
Acquisition related costs
142 199 387 199 
Nonrecurring Pega conversion fees— — — 277 
Minimum purchase commitment cost433 276 976 576 
Adjusted EBITDA$2,627 $2,272 $1,519 $218 





ORTHOPEDIATRICS CORP.
RECONCILIATION OF DILUTED LOSS PER SHARE TO NON-GAAP ADJUSTED DILUTED LOSS PER SHARE
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Loss per share, diluted (GAAP)$(0.26)$(0.13)$(0.60)$(0.43)
Accretion of interest attributable to acquisition installment payable— 0.02 0.01 0.04 
Fair value adjustment of contingent consideration— (0.10)— (0.13)
Acquisition related costs0.01 0.01 0.02 0.01 
Nonrecurring Pega conversion fees— — — 0.01 
Minimum purchase commitment cost0.02 0.01 0.04 0.03 
Loss per share, diluted (non-GAAP)$(0.23)$(0.19)$(0.53)$(0.47)
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v3.24.2.u1
Cover
May 01, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 05, 2024
Entity Registrant Name OrthoPediatrics Corp.
Entity Central Index Key 0001425450
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-38242
Entity Tax Identification Number 26-1761833
Entity Address, Address Line One 2850 Frontier Drive
Entity Address, City or Town Warsaw
Entity Address, State or Province IN
Entity Address, Postal Zip Code 46582
City Area Code 574
Local Phone Number 268-6379
Title of 12(b) Security Common Stock, $0.00025 par value per share
Trading Symbol KIDS
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false

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