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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended July 1,2000 or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 2-20910
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TRUSERV CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 36-2099896
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8600 West Bryn Mawr Avenue
Chicago, Illinois 60631-3505
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(Address of principal executive offices) (Zip Code)
(773) 695-5000
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(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----
The number of shares outstanding of each of the issuer's classes of common
stock, as of July 29, 2000.
Class A Common Stock, $100 Par Value. 469,101 Shares.
Class B Common Stock, $100 Par Value. 1,720,552 Shares.
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PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
TRUSERV CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
<TABLE>
<CAPTION>
July 1, December 31,
2000 1999
---------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,291 $ 1,815
Accounts and notes receivable, net of allowance for
doubtful accounts of $7,836 and $5,613 565,355 460,419
Inventories 509,934 482,415
Other current assets 22,370 9,937
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Total current assets 1,099,950 954,586
Properties less accumulated depreciation 227,477 244,845
Goodwill, net 113,011 114,537
Other assets 30,531 34,179
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TOTAL ASSETS $1,470,969 $1,348,147
========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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TRUSERV CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share data)
<TABLE>
<CAPTION>
July 1, December 31,
2000 1999
----------- -----------
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND CAPITALIZATION
Current liabilities:
Accounts payable $ 581,259 $ 544,904
Accrued expenses 83,747 75,347
Short-term borrowings 252,146 167,007
Current maturities of notes, long-term debt
and capital lease obligations 86,691 88,088
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Total current liabilities 1,003,843 875,346
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Long-term debt and obligations under capital leases 307,430 309,796
Capitalization:
Promissory (subordinated) and installment notes 83,360 83,804
Class A common stock, net of subscriptions
receivable of $3,815,000 and $3,874,000;
750,000 shares authorized; 505,920 and
511,440 shares issued and subscribed 46,777 47,270
Class B nonvoting common stock and paid-in capital;
4,000,000 shares authorized; 1,720,552 and
1,764,797 shares issued and fully-paid 175,287 177,779
Deferred patronage (13,875) (14,063)
Retained earnings (deficit) (130,890) (130,939)
Accumulated other comprehensive loss (963) (846)
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Total capitalization 159,696 163,005
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TOTAL LIABILITIES AND CAPITALIZATION $ 1,470,969 $ 1,348,147
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</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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TRUSERV CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THIRTEEN FOR THE TWENTY-SIX
WEEKS ENDED WEEKS ENDED
-------------------------- --------------------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 1,137,262 $ 1,264,108 $ 2,164,867 $ 2,335,000
Cost and expenses:
Cost of revenues 1,060,354 1,182,417 2,025,293 2,199,077
Logistics and manufacturing
expenses 22,780 27,331 46,534 52,633
Selling, general and
administrative expenses 24,313 25,478 58,547 58,570
Interest paid to Members 2,816 3,282 5,631 6,753
Other interest expense 16,325 11,598 27,925 22,338
Gain on sale of properties (963) (5,813) (1,067) (5,848)
Other (income) loss, net (303) 38 (1,067) (491)
----------- ----------- ----------- -----------
1,125,322 1,244,331 2,161,796 2,333,032
----------- ----------- ----------- -----------
Net margin before income
taxes and cumulative effect
of a change in accounting
principle 11,940 19,777 3,071 1,968
Income tax expense 17 1,592 72 1,679
----------- ----------- ----------- -----------
Net margin before cumulative
effect of a change in
accounting principle 11,923 18,185 2,999 289
Cumulative effect on prior
years of a change in
accounting principle -- -- -- 6,484
----------- ----------- ----------- -----------
Net margin (loss) $ 11,923 $ 18,185 $ 2,999 $ (6,195)
=========== =========== =========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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TRUSERV CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(UNAUDITED)
FOR THE TWENTY-SIX WEEKS ENDED
<TABLE>
<CAPTION>
July 1, July 3,
2000 1999
--------- ---------
<S> <C> <C>
Operating activities:
Net margin before cumulative effect of a change
in accounting principle $ 2,999 $ 289
Cumulative effect on prior years of a change in
accounting principle -- (6,484)
Adjustments to reconcile net margin (loss) to cash and
cash equivalents used for operating activities:
Depreciation and amortization 22,655 18,818
Provision for allowance for doubtful accounts 4,167 1,607
Net change in working capital components (107,677) (20,946)
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Net cash and cash equivalents used for
operating activities (77,856) (6,716)
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Investing activities:
Additions to properties owned (6,639) (33,748)
Proceeds from sale of properties owned 7,532 16,571
Changes in other assets 202 (3,331)
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Net cash and cash equivalents provided by
(used for) investing activities 1,095 (20,508)
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Financing activities:
Proceeds from short-term borrowings, net of repayments 85,139 52,839
Proceeds from long-term borrowings 954 336
Payment of annual patronage dividend -- (13,947)
Payment of notes, long-term debt, lease obligations and
common stock (8,856) (11,952)
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Net cash and cash equivalents provided by financing
activities 77,237 27,276
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Net increase in cash and cash equivalents 476 52
Cash and cash equivalents at beginning of period 1,815 1,650
--------- ---------
Cash and cash equivalents at end of period $ 2,291 $ 1,702
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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TRUSERV CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - GENERAL
The condensed consolidated balance sheet at July 1, 2000 and the condensed
consolidated statement of operations and statement of cash flows for the
thirteen and twenty-six weeks ended July 1, 2000 and July 3, 1999 are unaudited
and, in the opinion of the management of the Company, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of financial position, results of operations and cash flows for the
respective interim periods. The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. This financial
information should be read in conjunction with the consolidated financial
statements for the year ended December 31, 1999 included in the Company's 1999
Annual Report.
NOTE 2 - ESTIMATED PATRONAGE DIVIDENDS
If financial and operating conditions permit, patronage dividends are declared
and paid by the Company after the close of each fiscal year. No annual patronage
dividend was declared for 1999. The 1998 annual patronage dividend was
distributed through a payment of approximately 40% of the total distribution in
cash, with the balance being paid through the issuance of the Company's Class B
nonvoting common stock. The estimated patronage dividend for the period ended
July 1, 2000 is $2,949,000. There was no estimated patronage dividend for the
corresponding period in 1999.
NOTE 3 - RECLASSIFICATIONS
Certain reclassifications have been made to the prior year and prior quarter
financial statements to conform to the current quarter's presentation.
NOTE 4 - INVENTORIES
Inventories consisted of: July 1, December 31,
2000 1999
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(UNAUDITED)
(In thousands)
Manufacturing inventories:
Raw materials $ 4,537 $ 2,473
Work-in-process and finished goods 37,826 39,945
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42,363 42,418
Merchandise inventories 467,571 439,997
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$509,934 $482,415
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NOTE 5 - SEGMENT INFORMATION
The Company operates as a single reportable segment as the largest Member-owned
wholesaler cooperative of hardware, lumber/building materials and related
merchandise in the United States. Operations outside the United States were
immaterial for the period ended July 1, 2000. The Company's sales to its Members
are divided into three categories, as follows: (1) warehouse shipment sales
(approximately 38% of total sales); (2) direct shipment sales (approximately 59%
of total sales); and (3) relay sales (approximately 3% of total sales).
Warehouse shipment sales are sales of products purchased, warehoused and resold
by the Company upon orders from the Members. Direct shipment sales are sales of
products purchased by the Company but delivered directly to Members from
manufacturers. Relay sales are sales of products purchased by the Company in
response to the requests of several Members for a product which is (i) included
in future promotions, (ii) not normally held in inventory and (iii) not
susceptible to direct shipment. Generally, the Company will give notice to all
Members of its intention to purchase products for relay shipment and then
purchase only as many of such products as the Members order. When the product
shipment arrives at the Company, it is not warehoused; rather, the Company
breaks up the shipment and "relays" the appropriate quantities to the Members
who placed orders.
The Company's product offering, comprised of more than 63,000 stockkeeping units
("SKUs"), may be divided into seven classes of merchandise which are set forth,
with their corresponding percentage of total revenue in the following table.
For the Twenty-six Weeks Ended
--------------------------------------
July 1, 2000 July 3, 1999
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Lumber and Buildings Materials 31.3% 31.7%
Farm and Garden 19.6% 19.8%
Hardware Goods 15.7% 15.6%
Electrical and Plumbing 12.3% 12.1%
Painting and Cleaning 10.0% 9.7%
Appliance and Housewares 7.8% 7.7%
Sporting Goods and Toys 3.3% 3.4%
NOTE 6 - CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting the Costs of Start-Up Activities", which
requires that costs related to start-up activities be expensed as incurred.
Prior to 1999, the Company capitalized its costs incurred in connection with
opening new distribution centers. The Company adopted the provisions of the SOP
in its financial statements for the fiscal year ended December 31, 1999. The
effect of the adoption of SOP 98-5 was to record a charge for the cumulative
effect of an accounting change of $6,484,000, to expense costs that had been
previously capitalized prior to 1999.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIRTEEN WEEKS ENDED JULY 1, 2000 COMPARED TO THIRTEEN WEEKS ENDED JULY 3, 1999
RESULTS OF OPERATIONS:
Revenues for the three months ended July 1, 2000 totaled $1,137,262,000. This
represented a decrease of $126,846,000 or 10% compared to the comparable period
last year. The sales decrease is attributable to lower revenue in lumber and
building materials as well as farm and garden supplies.
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Gross margins decreased by $4,783,000 or 5.9%, but as a percentage of revenues,
increased to 6.8% from 6.5% for the comparable period last year. The increase in
gross margin percentage resulted from decreased revenues in lumber and building
materials, which have lower gross margin percentages. In addition to the shift
in sales mix, the gross margin was positively impacted from the reduced
transportation costs due to the consolidation of the distribution network and a
reduction in estimated capitalizable inventory-related costs.
Logistics and manufacturing expenses as a percentage of revenues decreased to
2.0% from 2.2% compared to the prior year. Expenses were down $4,551,000 or
16.7% as the company benefited from prior year initiatives to consolidate the
distribution network.
Selling, general and administrative expenses decreased $1,165,000 or 4.6%, but
as a percentage of revenues increased to 2.1% from 2.0% compared to the prior
year. The savings from the company's headcount reductions in corporate staff
functions and the full year benefit of prior year reductions to consolidate
staff functions were recognized for the quarter. This benefit is offset by the
reduction in the capitalization of costs to inventory as a result of reduced
operating expenses subject to the capitalization calculation.
Interest paid to Members decreased by $466,000 or 14.2% primarily due to a lower
principal balance. Other interest expense increased $4,727,000 or 40.8% due to
higher interest rates.
The combinations of decreased revenues, lower gain on sales of property, and
increased interest expenses partially offset by reduced logistics/manufacturing
and S,G&A expenses, resulted in a net margin of $11,923,000 for the second
quarter of 2000 as compared to a net margin of $18,185,000 for the second
quarter of 1999.
TWENTY-SIX WEEKS ENDED JULY 1, 2000 COMPARED TO TWENTY-SIX WEEKS ENDED JULY 3,
1999
RESULTS OF OPERATIONS:
Revenues for the twenty-six weeks ended July 1, 2000 totaled $2,164,867,000.
This represented a decrease of $170,133,000 or 7.3% compared to the comparable
period last year. The sales decrease is attributable to lower revenues in lumber
and building materials ($66,582,000 or 9.5%), as well as reduced revenue in farm
& garden supplies ($41,790,000 or 9.5%). The lumber and building material sales
were negatively impacted by industry wide trends towards lower pricing and unit
volumes. The mild weather experienced in the first quarter reduced the sales of
farm & garden supplies.
Gross margins increased by $3,651,000 or 2.7%, and as a percentage of revenues,
increased to 6.4% from 5.8% for the comparable period last year. The increase in
gross margin percentage resulted from a decrease in revenues of lumber and
building materials, which have lower gross margin percentages. In addition to
the shift in sales mix, the gross margin was positively impacted from the
reduced transportation costs due to the consolidation of the distribution
network and a reduction in estimated capitalizable inventory-related costs.
Logistics and manufacturing expenses as a percentage of revenues decreased to
2.1% from 2.3% compared to the prior year. Expenses were down $6,099,000 or
11.6% as the company benefited from prior year initiatives to consolidate the
distribution network.
Selling, general and administrative expenses as a percentage of revenues
increased to 2.7% from 2.5% compared to the prior year. The savings from the
company's headcount reductions in corporate staff functions and the full period
benefit of prior year reductions to consolidate staff functions were recognized
year-to-date. This benefit is offset by the reduction in the capitalization of
costs to inventory as a result of reduced operating expenses subject to the
capitalization calculation.
Interest paid to Members decreased by $1,122,000 or 16.6% primarily due to a
lower principal balance. Other interest expense increased $5,587,000 or 25% due
to higher interest rates.
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For the fiscal year ended December 31, 1999, the cumulative effect on prior
years of a change in accounting principle of $6,484,000 reflects the write-off
of start-up costs of converting the systems used by ServiStar Coast to Coast
Corporation's distribution centers prior to the merger to those systems
currently used by the Company. The write-off is in compliance with SOP 98-5,
"Reporting the Costs of Start-up Activities".
Despite the decrease in revenues, the Company improved its overall operating
performance by increasing net margin before the cumulative effect of a change in
accounting principle by $2,710,000 as compared to the comparable period last
year. In addition to the operating performance improvement, the elimination of
the change in accounting principle increased net margin for the twenty-six weeks
ended July 1, 2000 to $2,999,000 as compared to a net loss of $6,195,000 for the
comparable period last year.
TWENTY-SIX WEEKS ENDED JULY 1, 2000 COMPARED WITH THE YEAR ENDED DECEMBER 31,
1999
LIQUIDITY AND CAPITAL RESOURCES:
Cash used in operations in the first half of 2000 was $77,856,000. Inventories
increased by $27,519,000 since December 31, 1999 as a result of supporting
orders for seasonal merchandise. Inventories decreased by $64,027,000 as
compared to July 3, 1999, which is a result of the consolidation of the
distribution network. Accounts and notes receivable increased by $104,936,000
due to seasonal payment terms extended to the Company's members. Accounts
payable increased by $36,355,000 as a result of the favorable seasonal terms
obtained from vendors.
At July 1, 2000, net working capital increased to $96,107,000 from $79,240,000
at December 31, 1999. The current ratio increased to 1.10 at July 1, 2000
compared to 1.09 at December 31, 1999.
At July 1, 1997, the Company had established a $300,000,000 five-year revolving
credit facility with a group of banks. These agreements were amended in April
2000. The amended debt agreement includes increased interest rates, new
financial ratios and covenants, and the collateralization of the Company's
assets. The borrowings under these agreements were $236,000,000 and $135,000,000
at July 1, 2000 and December 31, 1999, respectively.
Under the senior notes and revolving credit facility the Company is required to
meet certain financial ratios and covenants. As of July 1, 2000 the Company was
in compliance with the lenders' financial ratios and convenants requirements.
The Company's capital is primarily comprised of Class A common stock and
retained earnings, together with promissory (subordinated) notes and nonvoting
Class B common stock issued in connection with the Company's annual patronage
dividend. The Company believes the funds obtained from these capital resources,
as well as operations and the credit facilities noted above, will be sufficient
to satisfy future capital needs.
In view of the prior year financial results, the Company has initiated a
moratorium on the redemption of its stock. The Board of Directors will review
this matter from time to time in light of the financial circumstances of the
Company.
Total capital expenditures, including those made under capital leases, have been
reduced significantly compared to the comparable period in 1999. For the
twenty-six weeks ended July 1, 2000 and July 3, 1999, capital expenditures were
$6,639,000 and $33,748,000, respectively. These capital expenditures relate to
additional equipment and technological improvements at the regional distribution
centers and at the corporate headquarters.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's operations are subject to certain market risks, primarily interest
rate risk and credit risk. Interest rate risk pertains to the Company's variable
rate debt, which totals approximately $250 million at July 1, 2000. A 50 basis
point movement in the interest rates would result in an approximate $1.25
million annualized increase or decrease in interest expense and cash flows. For
the most part, interest rate risk is managed through a combination of variable
and fixed-rate debt instruments with varying maturities. Credit risk pertains
mostly to the Company's trade receivables. The Company extends credit to its
members as part of its day-to-day operations. The Company believes that as no
specific receivable or group of receivables comprises a significant percentage
of total trade receivables, its risk with respect to trade receivables is
limited. Additionally, the Company believes that its allowance for doubtful
accounts is adequate with respect to member credit risks.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
NONE
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
NONE
Item 3. DEFAULTS UPON SENIOR SECURITIES
NONE
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Stockholders held on May 9, 2000, the
election results were as follows:
Shares Outstanding as of Record Date (March 31, 2000) were 501,840.
Total votes received were 265,920 or approximately 53% of the total shares
outstanding.
Election of Directors:
Votes Withheld
Term Votes for Or Abstained
---- --------- ------------
James D. Burnett 3 years 226,500 39,420
William H. Hood 3 years 227,160 38,760
George V. Sheffer 3 years 226,800 39,120
John B. Wake, Jr 3 years 227,100 38,820
All nominees have been duly elected.
Approval of Proxies Voting on Other Business:
For Against Abstained
Approval of Proxies Voting on Other Business 219,060 26,700 20,160
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Item 5. OTHER INFORMATION.
NONE
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
1) Current Report on Form 8-K, Item 4 - Dismissal of independent accountant,
dated as of June 20, 2000.
2) Current Report on Form 8-K, Item 4 - Engagement of new independent account,
dated as of June 29, 2000.
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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 thereunto duly authorized.
TRUSERV CORPORATION
Date: August 15, 2000 By /s/ LEONARD G. KUHR
--------------- ----------------------------------
Leonard G. Kuhr
Senior Vice President and
Chief Financial Officer
(Mr. Kuhr is the principal financial officer and has been duly authorized to
sign on behalf of the Registrant.)
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