Except for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as "anticipates", "believes", "could", "estimates", "expects", "may", "plans", "potential" and "intends" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions, including the current COVID-19 pandemic which has already adversely affected operating results; the effect of the dramatic changes taking place in IT and healthcare; the impact of competitive procedures and products and their pricing; medical insurance reimbursement policies; unexpected manufacturing or supplier problems; unforeseen difficulties and delays in product development programs; the actions of regulatory authorities and third-party payers in the United States and overseas; continuation of the GEHC agreement and the risk factors reported from time to time in the Company's SEC reports, including its recent report on Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.

Unless the context requires otherwise, all references to "we", "our", "us", "Company", "registrant", "Vaso" or "management" refer to Vaso Corporation and its subsidiaries





General Overview



COVID-19 pandemic



The COVID-19 pandemic has had and will continue to have a significant impact on the United States economy and it is anticipated that its negative impact to the Company's financial condition and results of operations will continue. At this time we cannot reasonably estimate what the total impact may be. The pandemic has resulted in workforce and travel restrictions and created business disruptions in supply chain, production and demand across many business sectors. Equipment orders in our professional sales service segment have been negatively impacted, and we do anticipate continued negative impact in all our businesses during the remainder of 2021, in particular in our professional sales service segment for the diagnostic imaging equipment. Moreover, we have also experienced the negative impact in the recurring revenue business in our IT segment as some of our customers have been adversely affected by the shutdown, and new business in this segment appears to be slower as well. The pandemic also may have a negative impact on our cash receipts as some customers request forbearance or a delay in their payments to us.

The pandemic may impact our operations beyond the first nine months of 2021, depending on the duration of the pandemic and the timing and success of the reopening of the economy.

We have taken significant steps in our efforts to protect our workforce and our clients. Many of our employees have been working remotely and we are implementing plans to reopen our work sites consistent with the guidelines promulgated by the CDC and respective state governments. In addition, the Company received a $3.6 million loan under the Paycheck Protection Program of the CARES Act. This loan was used to principally cover our payroll costs for a period of time as specified by the rules, thereby allowing us to maintain our workforce and continue to provide services and solutions to our clients. In June 2021, the loan, as well as accrued interest, was forgiven in its entirety by the Small Business Administration.





Our Business Segments


Vaso Corporation ("Vaso") was incorporated in Delaware in July 1987. We principally operate in three distinct business segments in the healthcare and information technology industries. We manage and evaluate our operations, and report our financial results, through these three business segments.





    ·   IT segment, operating through a wholly-owned subsidiary VasoTechnology,
        Inc., primarily focuses on healthcare IT and managed network technology
        services;

    ·   Professional sales service segment, operating through a wholly-owned
        subsidiary Vaso Diagnostics, Inc. d/b/a VasoHealthcare, primarily focuses
        on the sale of healthcare capital equipment for GEHC into the healthcare
        provider middle market; and

    ·   Equipment segment, operating through a wholly-owned subsidiary
        VasoMedical, Inc., primarily focuses on the design, manufacture, sale and
        service of proprietary medical devices.





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Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of current events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors, current circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and assumptions and may employ outside experts to assist in the evaluations.

Certain of our accounting policies are deemed "critical", as they are both most important to the financial statement presentation and require management's most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a discussion of our critical accounting policies, see Note B to the condensed consolidated financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on May 5, 2021.

Prior Periods' Financial Statement Revision

Certain prior period amounts have been revised to reflect the impact of corrections of misstatements and to correct the timing of previously recorded out-of-period adjustments. Refer to Note B in the Notes to Condensed Consolidated Financial Statements for more information.

Results of Operations - For the Three Months Ended September 30, 2021 and 2020





Revenues


Total revenue for the three months ended September 30, 2021 and 2020 was $18,429,000 and $17,434,000, respectively, representing an increase of $995,000, or 6% year-over-year. On a segment basis, revenue in the IT and equipment segments decreased $153,000 and $297,000, respectively, while revenue in the professional sales services segment increased $1,445,000.

Revenue in the IT segment for the three months ended September 30, 2021 was $10,580,000 compared to $10,733,000 for the three months ended September 30, 2020, a decrease of $153,000, or 1%, of which $692,000 resulted from lower NetWolves revenues, offset by $539,000 higher revenues in the healthcare IT business. Our monthly recurring revenue in the IT segment accounted for $9,561,000 or 90% of the segment revenue in the third quarter of 2021, and $10,083,000 or 94% of the segment revenue for the same quarter last year (see Note C).






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Commission revenues in the professional sales service segment were $7,246,000 in the third quarter of 2021, an increase of $1,445,000, or 25%, as compared to $5,801,000 in the same quarter of 2020. The increase in commission revenues was due primarily to an increase in the volume of underlying equipment delivered by GEHC during the period, partially offset by a lower blended commission rate applicable to such deliveries. The Company only recognizes commission revenue when the underlying equipment has been accepted at the customer site in accordance with the specific terms of the sales agreement. Consequently, amounts billable, or billed and received, under the agreement with GE Healthcare prior to customer acceptance of the equipment are recorded as deferred revenue in the condensed consolidated balance sheet. As of September 30, 2021, $20,174,000 in deferred commission revenue was recorded in the Company's condensed consolidated balance sheet, of which $6,814,000 was long-term. As of September 30, 2020, $16,634,000 in deferred commission revenue was recorded in the Company's condensed consolidated balance sheet, of which $7,250,000 was long-term. The increase in deferred revenue is principally due to an increase in new orders booked.

Revenue in the equipment segment decreased by $297,000, or 33%, to $603,000 for the three-month period ended September 30, 2021 from $900,000 for the same period of the prior year, principally due to lower deliveries in our China operations.





Gross Profit



Gross profit for the three months ended September 30, 2021 and 2020 was $10,260,000, or 56% of revenue, and $9,779,000, or 56% of revenue, respectively, representing an increase of $481,000, or 5% year-over-year. On a segment basis, gross profit in the IT and equipment segments decreased $144,000, or 3%, and $220,000, or 32%, respectively, while gross profit in the professional sales service segment increased $845,000, or 18%.

IT segment gross profit for the three months ended September 30, 2021 was $4,239,000, or 40% of the segment revenue, compared to $4,383,000, or 41% of the segment revenue for the three months ended September 30, 2020. The year-over-year decrease of $144,000, or 3%, was primarily a result of lower sales volume in the NetWolves business, partially offset by higher sales volume and a higher margin sales mix in the healthcare IT business.

Professional sales service segment gross profit was $5,554,000, or 77% of segment revenue, for the three months ended September 30, 2021 as compared to $4,709,000, or 81% of the segment revenue, for the three months ended September 30, 2020, reflecting an increase of $845,000, or 18%. The increase in absolute dollars was due to higher commission revenue as a result of a higher blended commission rate and higher volume of GEHC equipment delivered during the third quarter of 2021 than in the same period last year, partially offset by higher commission expenses. Cost of commissions in the professional sales service segment of $1,692,000 and $1,092,000, for the three months ended September 30, 2021 and 2020, respectively, reflected commission expense associated with recognized commission revenues.

Commission expense associated with short-term deferred revenue is recorded as short-term deferred commission expense, or with long-term deferred revenue as part of other assets, on the balance sheet until the related commission revenue is recognized.

Equipment segment gross profit decreased to $467,000, or 77% of segment revenues, for the third quarter of 2021 compared to $687,000, or 76% of segment revenues, for the same quarter of 2020. The $220,000, or 32%, decrease in gross profit was primarily the result of lower sales during the quarter.





Operating Income


Operating income for the three months ended September 30, 2021 was $636,000 compared to $1,110,000 for the same quarter in 2020, representing a decrease of $474,000, or 43%, as operating costs (below) increased much more than gross profit, year-over-year. On a segment basis, the IT segment recorded an operating loss of $77,000 in the third quarter of 2021 as opposed to operating income of $15,000 in the same period of 2020; the equipment segment recorded an operating loss of $96,000 in the third quarter of 2021 as opposed to operating income of $142,000 in the same period of 2020; and the professional sales service segment recorded operating income of $1,091,000 in the third quarter of 2021 as opposed to operating income of $1,161,000 in the same period of 2020.

Operating loss in the IT segment increased to $77,000 for the three-month period ended September 30, 2021 as compared to operating income of $15,000 in the same period of 2020, due to lower gross profit, partially offset by lower research and development ("R&D") costs. Operating income in the professional sales service segment decreased $70,000 in the three-month period ended September 30, 2021 as compared to operating income in the same period of 2020, due to higher SG&A costs partially offset by higher gross profit. The equipment segment reported an operating loss of $96,000 in the third quarter of 2021, compared to operating income of $142,000 in the third quarter 2020, a decrease of $238,000. The decrease was primarily due to lower gross profit.






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SG&A costs for the three months ended September 30, 2021 and 2020 were $9,501,000 and $8,495,000, respectively, representing an increase of $1,006,000, or 12% year-over-year. On a segment basis, SG&A costs in the IT segment increased by $10,000 in the third quarter of 2021 from the same quarter of the prior year due to higher travel costs; SG&A costs in the professional sales service segment increased $917,000 due mainly to higher travel, as travel in the third quarter of 2020 was unusually low due to COVID-19 restrictions, and higher personnel costs due to increased headcount and increased bonuses due to improved order booking; and SG&A costs in the equipment segment increased $6,000 due mainly to higher consulting costs. Corporate costs not allocated to segments increased $73,000 due mainly to higher investor relations and director fees.

Research and development expenses were $123,000, or 1% of revenues, for the third quarter of 2021, a decrease of $51,000, or 29%, from $174,000, or 1% of revenues, for the third quarter of 2020. The decrease is primarily attributable to lower product development expenses in the IT segment.





Adjusted EBITDA


We define Adjusted EBITDA (earnings (loss) before interest, taxes, depreciation and amortization), which is a non-GAAP financial measure, as net income (loss), plus interest expense (income), net; tax expense; depreciation and amortization; and non-cash expenses for share-based compensation. Adjusted EBITDA is a metric that is used by the investment community for comparative and valuation purposes. We disclose this metric in order to support and facilitate the dialogue with research analysts and investors.

Adjusted EBITDA is not a measure of financial performance under U.S. GAAP and should not be considered a substitute for operating income, which we consider to be the most directly comparable U.S. GAAP measure. Adjusted EBITDA has limitations as an analytical tool, and when assessing our operating performance, you should not consider Adjusted EBITDA in isolation, or as a substitute for net income or other consolidated income statement data prepared in accordance with U.S. GAAP. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

A reconciliation of net income (loss) to Adjusted EBITDA is set forth below:





                                               (in thousands)
                                     Three months ended September 30,
                                       2021                     2020
                                    (unaudited)              (unaudited)
Net income                       $             651         $         1,002
Interest expense (income), net                  62                     133
Income tax expense                              19                      11
Depreciation and amortization                  624                     610
Share-based compensation                         8                      15
Adjusted EBITDA                  $           1,364         $         1,771



Adjusted EBITDA decreased by $407,000, to $1,364,000 in the quarter ended September 30, 2021 from $1,771,000 in the quarter ended September 30, 2020. The decrease was primarily attributable to decreases in net income and interest expense.






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Interest and Other Income (Expense)

Interest and other income (expense) for the three months ended September 30, 2021 was $34,000 as compared to $(97,000) for the corresponding period of 2020. The change in interest and other income (expense) was due primarily to lower interest expense resulting from repayments of notes payable and lines of credit.





Income Tax Expense


For the three months ended September 30, 2021, we recorded income tax expense of $19,000 as compared to $11,000 for the corresponding period of 2020. The $8,000 increase arose mainly from higher state tax expense.





Net Income


Net income for the three months ended September 30, 2021 was $651,000 as compared to net income of $1,002,000 for the three months ended September 30, 2020, representing a decrease of $351,000. Income per share of $0.00 and $0.01 was recorded in the three-month periods ended September 30, 2021 and 2020, respectively. The principal cause of the decrease in net income is the increase in SG&A costs, partially offset by the increase in gross profit.

Results of Operations - For the Nine Months Ended September 30, 2021 and 2020





Revenues


Total revenue for the nine months ended September 30, 2021 and 2020 was $51,079,000 and $50,957,000, respectively, representing an increase of $122,000, or less than 1% year-over-year. On a segment basis, revenue in the IT and equipment segments decreased $517,000 and $545,000, respectively, while revenue in the professional sales service segment increased $1,184,000.

Revenue in the IT segment for the nine months ended September 30, 2021 was $32,275,000 compared to $32,792,000 for the nine months ended September 30, 2020, a decrease of $517,000, or 2%, of which $1,133,000 resulted from lower NetWolves revenue, offset by a $616,000 increase in the operations of the healthcare IT business. Our monthly recurring revenue in the IT segment accounted for $28,831,000 or 89% of the segment revenue in the first nine months of 2021, and $30,340,000 or 93% of the segment revenue for the same period last year (see Note C).

Commission revenues in the professional sales service segment were $16,872,000 in the first nine months of 2021, an increase of $1,184,000, or 8%, as compared to $15,688,000 in the first nine months of 2020. The increase in commission revenues was due primarily to an increase in the volume of underlying equipment delivered by GEHC during the period, partially offset by a lower blended commission rate applicable to such deliveries. The Company recognizes commission revenue when the underlying equipment has been accepted at the customer site in accordance with the specific terms of the sales agreement. Consequently, amounts billable, or billed and received, under the agreement with GE Healthcare prior to customer acceptance of the equipment are recorded as deferred revenue in the condensed consolidated balance sheet. As of September 30, 2021, $20,174,000 in deferred commission revenue was recorded in the Company's condensed consolidated balance sheet, of which $6,814,000 was long-term. As of September 30, 2020, $16,634,000 in deferred commission revenue was recorded in the Company's condensed consolidated balance sheet, of which $7,250,000 was long-term. The increase in deferred revenue is principally due to an increase in new orders booked.

Revenue in the equipment segment decreased by $545,000, or 22%, to $1,932,000 for the nine-month period ended September 30, 2021 from $2,477,000 for the same period of the prior year, principally due to the deconsolidation of EECP operations after the sale of equity in the EECP business in the second quarter of 2020. On a proforma basis, with EECP operations also excluded from the financial statements for the first nine months of 2020, revenue in the equipment segment would decrease by $125,000, or 6%.





Gross Profit


Gross profit for the nine months ended September 30, 2021 and 2020 was $27,459,000, or 54% of revenue, and $27,293,000, or 54% of revenue, respectively, representing an increase of $166,000, or 1% year-over-year. On a segment basis, gross profit in the IT and equipment segments decreased $241,000, or 2%, and $162,000, or 10%, respectively, while gross profit in the professional sales service segment increased $569,000, or 5%.






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IT segment gross profit for the nine months ended September 30, 2021 was $12,739,000, or 39% of the segment revenue, compared to $12,980,000, or 40% of the segment revenue for the nine months ended September 30, 2020. The year-over-year decrease of $241,000, or 2%, was primarily a result of lower revenue at NetWolves and lower margin product sales mix in the healthcare IT business.

Professional sales service segment gross profit was $13,195,000, or 78% of segment revenue, for the nine months ended September 30, 2021 as compared to $12,626,000, or 80% of the segment revenue, for the nine months ended September 30, 2020, reflecting an increase of $569,000, or 5%. The increase in absolute dollars was primarily due to higher commission revenue as a result of a higher volume of GEHC equipment delivered, partially offset by a lower blended commission rate during the first nine months of 2021 than in the same period last year. Cost of commissions in the professional sales service segment of $3,677,000 and $3,062,000, for the nine months ended September 30, 2021 and 2020, respectively, reflected commission expense associated with recognized commission revenues.

Commission expense associated with short-term deferred revenue is recorded as short-term deferred commission expense, or with long-term deferred revenue as part of other assets, on the balance sheet until the related commission revenue is recognized.

Equipment segment gross profit decreased to $1,525,000, or 79% of segment revenues, for the first nine months of 2021 compared to $1,687,000, or 68% of segment revenues, for the same period in 2020. The $162,000, or 10%, decrease in gross profit was primarily the result of lower revenue due to exclusion of EECP business in the financials for the first nine months of 2021, partially offset by higher gross profit margin of non-EECP products sold during the first nine months of 2021.





Operating Loss



Operating loss for the nine months ended September 30, 2021 and 2020 was $624,000 and $882,000, respectively, representing an improvement of $258,000, or 29%, as gross profit increased $166,000 and operating costs (below) decreased $92,000, year-over-year. On a segment basis, the IT segment recorded an operating loss of $254,000 in the first nine months of 2021 as compared to an operating loss of $1,272,000 in the same period of 2020; the equipment segment recorded an operating loss of $212,000 in the first nine months of 2021 as compared to an operating loss of $1,000 in the same period of 2020; and operating income in the professional sales service segment decreased by $329,000, from $1,038,000 in the first nine months of 2020 to $709,000 in the same period of 2021.

Operating loss in the IT segment decreased to $254,000 for the nine-month period ended September 30, 2021 as compared to an operating loss of $1,272,000 in the same period of 2020, due primarily to lower selling, general, and administrative ("SG&A") costs partially offset by lower gross profit. Operating income in the professional sales service segment decreased $329,000 in the nine-month period ended September 30, 2021 as compared to operating income in the same period of 2020, due to higher SG&A costs offset by higher gross profit. The equipment segment reported an operating loss of $212,000 in the first nine months of 2021, compared to an operating loss of $1,000 in the first nine months of 2020, an increase of $211,000. The increase in loss was due to lower gross profit as well as higher SG&A and R&D costs.

SG&A costs for the nine months ended September 30, 2021 and 2020 were $27,646,000 and $27,636,000, respectively, representing an increase of $10,000, or less than 1% year-over-year. On a segment basis, SG&A costs in the IT segment decreased by $1,122,000 in the first nine months of 2021 from the same period of the prior year due mainly to reduced personnel and third-party commission costs; SG&A costs in the professional sales service segment increased by $900,000 due to higher travel and personnel costs; and SG&A costs in the equipment segment increased slightly by $13,000. Corporate costs not allocated to segments increased $220,000 due mainly to higher accounting and director fees.

Research and development ("R&D") expenses were $437,000, or 1% of revenues, for the first nine months of 2021, a decrease of $102,000, or 19%, from $539,000, or 1% of revenues, for the first nine months of 2020. The decrease is primarily attributable to lower product development expenses in the IT segment.






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Adjusted EBITDA


We define Adjusted EBITDA (earnings (loss) before interest, taxes, depreciation and amortization), which is a non-GAAP financial measure, as net income (loss), plus interest expense (income), net; tax expense; depreciation and amortization; and non-cash expenses for share-based compensation. Adjusted EBITDA is a metric that is used by the investment community for comparative and valuation purposes. We disclose this metric in order to support and facilitate the dialogue with research analysts and investors.

Adjusted EBITDA is not a measure of financial performance under U.S. GAAP and should not be considered a substitute for operating income, which we consider to be the most directly comparable U.S. GAAP measure. Adjusted EBITDA has limitations as an analytical tool, and when assessing our operating performance, you should not consider Adjusted EBITDA in isolation, or as a substitute for net income or other consolidated income statement data prepared in accordance with U.S. GAAP. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

A reconciliation of net income (loss) to Adjusted EBITDA is set forth below:





                                               (in thousands)
                                      Nine months ended September 30,
                                      2021                     2020
                                   (unaudited)              (unaudited)
Net income (loss)                $         2,788         $          (1,170 )
Interest expense (income), net               261                       546
Income tax expense (benefit)                  87                       (97 )
Depreciation and amortization              1,748                     1,861
Share-based compensation                      25                        69
Adjusted EBITDA                  $         4,909         $           1,209



Adjusted EBITDA increased by $3,700,000 to $4,909,000 in the period ended September 30, 2021 from $1,209,000 in the period ended September 30, 2020. The increase was primarily attributable to the $3,646,000 gain on PPP loan forgiveness in the nine months ended September 30, 2021, partially offset by lower interest expense and lower depreciation and amortization.

Interest and Other Income (Expense)

Interest and other income (expense) for the nine months ended September 30, 2021 was $3,499,000 as compared to $(385,000) for the corresponding period of 2020. The increase in interest and other income was due primarily to the $3.6 million PPP loan forgiveness and $291,000 lower interest expense in the nine months ended September 30, 2021.





Income Tax (Expense) Benefit



For the nine months ended September 30, 2021, we recorded income tax expense of $(87,000) as compared to income tax benefit of $97,000 for the corresponding period of 2020. The change from benefit to expense arose mainly from the reversal of a deferred tax liability in our China operations in the first nine months of 2020.





Net Income (Loss)



Net income for the nine months ended September 30, 2021 was $2,788,000 as compared to net loss of $(1,170,000) for the nine months ended September 30, 2020, representing an improvement of $3,958,000, or 338%. Income per share of $0.02 and loss per share of $0.01 was recorded in the nine-month periods ended September 30, 2021 and 2020, respectively. The principal cause of the improvement is the forgiveness of the PPP loan, as well as the reduction in operating expenses and interest expense in the nine months ended September 30, 2021.






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Liquidity and Capital Resources





Cash and Cash Flow


We have financed our operations from working capital. At September 30, 2021, we had cash and cash equivalents of $6,190,000 and negative working capital of $10,189,00 0, compared to cash and cash equivalents of $6,819,000 and negative working capital of $9,431,000 at December 31, 2020. $10,421,000 in negative working capital at September 30, 2021 is attributable to the net balance of deferred commission expense and deferred revenue. These are non-cash expense and revenue items and have no impact on future cash flows. Excluding these non-cash items, working capital would be $232,000 at September 30, 2021.

Cash provided by operating activities was $5,444,000, which consisted of net income after adjustments to reconcile net income to net cash of $1,777,000 and cash provided by operating assets and liabilities of $3,667,000, during the nine months ended September 30, 2021, compared to cash provided by operating activities of $4,734,000 for the same period in 2020. The changes in the account balances primarily reflect a decrease in accounts and other receivables of $2,669,000 and increases in accrued expenses and deferred revenue of $2,388,000 and $2,480,000, respectively, partially offset by a decrease in accounts payable of $3,569,000.

Cash used in investing activities during the nine-month period ended September 30, 2021 was $212,000 attributed to $367,000 used for the purchase of equipment and software, offset by the redemption of $155,000 in short-term investments.

Cash used in financing activities during the nine-month period ended September 30, 2021 was $5,848,000 resulting from the repayment of $3,025,000 of lines of credit and $2,823,000 in notes payable and finance lease obligations.





Liquidity


The Company expects to generate sufficient cash flow from operations to satisfy its obligations for the next twelve months.

It is anticipated that the COVID-19 pandemic may continue to adversely impact our operations during and beyond the remaining quarter of 2021, depending on the duration of the pandemic and the timing and success of the reopening of the economy.






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