TROY, Mich., Nov. 04, 2021 (GLOBE NEWSWIRE) --
Altair (Nasdaq: ALTR), a global technology company providing software and cloud solutions in the areas of simulation, high-performance computing, data analytics and artificial intelligence today released its financial results for the third quarter ended September 30, 2021.
“Altair continued its across-the-board momentum with an excellent third quarter 2021, highlighted by year-on-year software product revenue growth of 16.5%,” said James Scapa, Founder, Chairman and Chief Executive Officer of Altair. “Our products, services, and business models are clearly providing value and we continue to increase our market share as customers invest for growth.”
“Our third quarter 2021 was another impressive quarter, with revenue and profit exceeding expectations and allowing us to raise our outlook for the full year,” said Matt Brown, Chief Financial Officer of Altair. “I’m extremely pleased with our financial results and our ability to continue expanding our margins while significantly growing revenue.”
Third Quarter 2021 Financial Highlights
- Software product revenue was $102.3 million compared to $87.8 million for the third quarter of 2020, an increase of 16.5%
- Total revenue was $121.3 million compared to $106.5 million for the third quarter of 2020, an increase of 14.0%
- Net loss was $8.1 million compared to a net loss of $8.5 million for the third quarter of 2020. Diluted net loss per share was $0.11 based on 75.8 million diluted weighted average common shares outstanding, compared to diluted net loss per share of $0.12 for the third quarter of 2020, based on 73.3 million diluted weighted average common shares outstanding
- Adjusted EBITDA was $14.8 million compared to $8.2 million for the third quarter of 2020, an increase of 81.4%. Adjusted EBITDA margin was 12.2% compared to 7.7% for the third quarter of 2020
- Non-GAAP net income was $9.6 million, compared to Non-GAAP net income of $4.7 million for the third quarter of 2020, an increase of 107.1%. Non-GAAP diluted net income per share was $0.11 based on 86.3 million non-GAAP diluted common shares outstanding, compared to Non-GAAP diluted net income per share of $0.06 for the third quarter of 2020, based on 80.7 million non-GAAP diluted common shares outstanding
- Free cash flow was $(0.5) million, compared to $(7.5) million for the third quarter of 2020
Business Outlook
Based on information available as of today, Altair is issuing the following guidance for the fourth quarter and full year 2021:
| (in millions) | Fourth Quarter 2021 | Full Year 2021 | ||||||||||||||
| Software Product Revenue | $ | 106.0 | to | $ | 109.0 | $ | 437.0 | to | $ | 440.0 | ||||||
| Total Revenue | $ | 124.0 | $ | 127.0 | $ | 515.0 | $ | 518.0 | ||||||||
| Net Loss | $ | (13.1 | ) | $ | (10.2 | ) | $ | (20.8 | ) | $ | (17.9 | ) | ||||
| Non-GAAP Net Income | $ | 6.8 | $ | 9.0 | $ | 47.7 | $ | 49.9 | ||||||||
| Adjusted EBITDA | $ | 11.0 | $ | 14.0 | $ | 72.0 | $ | 75.0 | ||||||||
| Net Cash Provided by Operating Activities | $ | 49.6 | $ | 52.6 | ||||||||||||
| Free Cash Flow | $ | 41.0 | $ | 44.0 | ||||||||||||
| Conference Call Information | ||
| What: | Altair’s Third Quarter 2021 Financial Results Conference Call | |
| When: | Thursday, November 4, 2021 | |
| Time: | 5:00 p.m. ET | |
| Live Call: | (866) 754-5204, Domestic | |
| (636) 812-6621, International | ||
| Replay: | (855) 859-2056, Conference ID 7966437, Domestic | |
| (404) 537-3406, Conference ID 7966437, International | ||
| Webcast: | http://investor.altair.com (live & replay) |
Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: Adjusted EBITDA, Non-GAAP Net Income, Non-GAAP Net Income Per Share and Free Cash Flow.
Altair believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. The Company’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation and for budgeting and planning purposes. The Company also believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.
Adjusted EBITDA represents net income adjusted for income tax expense, interest expense, interest income and other, depreciation and amortization, stock-based compensation expense, restructuring charges, asset impairment charges and other special items as identified by management and described elsewhere in this press release.
Non-GAAP net income excludes stock-based compensation, amortization of intangible assets related to acquisitions, restructuring charges, asset impairment charges, non-cash interest expense, other special items as identified by management and described elsewhere in this press release, and the impact of non-GAAP tax rate to income tax expense, which approximates our tax rate excluding discrete items and other specific events that can fluctuate from period to period.
Non-GAAP diluted common shares includes total outstanding shares plus outstanding equity awards under the Company’s equity award plans.
Free cash flow consists of cash flow from operations less capital expenditures.
Company management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Altair urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business.
Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release.
About Altair
Altair is a global technology company providing software and cloud solutions in the areas of simulation, high-performance computing, and artificial intelligence. Altair enables organizations across broad industry segments to compete more effectively in a connected world while creating a more sustainable future. To learn more, please visit
www.altair.com.
Cautionary Language Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, our guidance for the fourth quarter and full year 2021, our statements regarding our expectation for 2021, and our reconciliations of projected non-GAAP financial measures. These forward-looking statements are made as of the date of this release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Altair’s control. Altair’s actual results could differ materially from those stated or implied in our forward-looking statements due to a number of factors, including but not limited to, the risks detailed in Altair’s quarterly and annual reports filed with the Securities and Exchange Commission as well as other documents that may be filed by the Company from time to time with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Altair’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. Altair undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Altair’s views as of any date subsequent to the date of this press release.
Media Relations
Altair
Dave Simon
248-614-2400 ext. 332
ir@altair.com
Investor Relations
The Blueshirt Group
Monica Gould
212-871-3927
ir@altair.com
Lindsay Savarese
212-331-8417
ir@altair.com
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| September 30, 2021 | December 31, 2020 | |||||||
| (In thousands) | (Unaudited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 455,858 | $ | 241,221 | ||||
| Accounts receivable, net | 88,701 | 117,878 | ||||||
| Income tax receivable | 8,929 | 6,736 | ||||||
| Prepaid expenses and other current assets | 26,017 | 21,100 | ||||||
| Total current assets | 579,505 | 386,935 | ||||||
| Property and equipment, net | 38,711 | 36,332 | ||||||
| Operating lease right of use assets | 30,916 | 33,526 | ||||||
| Goodwill | 268,888 | 264,481 | ||||||
| Other intangible assets, net | 61,540 | 76,114 | ||||||
| Deferred tax assets | 8,221 | 7,125 | ||||||
| Other long-term assets | 26,702 | 25,389 | ||||||
| TOTAL ASSETS | $ | 1,014,483 | $ | 829,902 | ||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current portion of long-term debt | $ | — | $ | 29,962 | ||||
| Accounts payable | 4,900 | 8,594 | ||||||
| Accrued compensation and benefits | 35,999 | 34,772 | ||||||
| Current portion of operating lease liabilities | 10,342 | 10,331 | ||||||
| Other accrued expenses and current liabilities | 24,721 | 31,404 | ||||||
| Deferred revenue | 75,138 | 85,691 | ||||||
| Convertible senior notes, net | 196,796 | — | ||||||
| Total current liabilities | 347,896 | 200,754 | ||||||
| Convertible senior notes, net | — | 188,300 | ||||||
| Operating lease liabilities, net of current portion | 21,610 | 24,323 | ||||||
| Deferred revenue, non-current | 9,290 | 9,388 | ||||||
| Other long-term liabilities | 32,641 | 27,767 | ||||||
| TOTAL LIABILITIES | 411,437 | 450,532 | ||||||
| Commitments and contingencies | ||||||||
| MEZZANINE EQUITY | 784 | 784 | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued and outstanding | — | — | ||||||
| Common stock ($0.0001 par value) | ||||||||
| Class A common stock, authorized 513,797 shares, issued and outstanding 50,558
and 44,216 shares as of September 30, 2021, and December 31, 2020, respectively | 5 | 4 | ||||||
| Class B common stock, authorized 41,203 shares, issued and outstanding 28,206
and 30,111 shares as of September 30, 2021, and December 31, 2020, respectively | 3 | 3 | ||||||
| Additional paid-in capital | 711,082 | 474,669 | ||||||
| Accumulated deficit | (100,690 | ) | (93,293 | ) | ||||
| Accumulated other comprehensive loss | (8,138 | ) | (2,797 | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | 602,262 | 378,586 | ||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | $ | 1,014,483 | $ | 829,902 | ||||
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended
September 30, | Nine Months Ended
September 30, | |||||||||||||||
| (in thousands, except per share data) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Revenue | ||||||||||||||||
| License | $ | 67,603 | $ | 55,023 | $ | 230,630 | $ | 183,584 | ||||||||
| Maintenance and other services | 34,686 | 32,787 | 100,758 | 94,502 | ||||||||||||
| Total software | 102,289 | 87,810 | 331,388 | 278,086 | ||||||||||||
| Software related services | 7,650 | 6,170 | 23,229 | 18,548 | ||||||||||||
| Total software and related services | 109,939 | 93,980 | 354,617 | 296,634 | ||||||||||||
| Client engineering services | 10,060 | 10,868 | 31,005 | 34,386 | ||||||||||||
| Other | 1,308 | 1,608 | 5,760 | 5,460 | ||||||||||||
| Total revenue | 121,307 | 106,456 | 391,382 | 336,480 | ||||||||||||
| Cost of revenue | ||||||||||||||||
| License | 4,694 | 4,477 | 13,706 | 12,851 | ||||||||||||
| Maintenance and other services | 11,770 | 9,626 | 35,368 | 28,583 | ||||||||||||
| Total software * | 16,464 | 14,103 | 49,074 | 41,434 | ||||||||||||
| Software related services | 5,707 | 4,996 | 17,560 | 15,141 | ||||||||||||
| Total software and related services | 22,171 | 19,099 | 66,634 | 56,575 | ||||||||||||
| Client engineering services | 7,982 | 8,510 | 25,163 | 27,617 | ||||||||||||
| Other | 1,348 | 1,427 | 5,072 | 4,422 | ||||||||||||
| Total cost of revenue | 31,501 | 29,036 | 96,869 | 88,614 | ||||||||||||
| Gross profit | 89,806 | 77,420 | 294,513 | 247,866 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development * | 35,839 | 30,678 | 112,872 | 91,115 | ||||||||||||
| Sales and marketing * | 30,589 | 26,998 | 94,568 | 80,903 | ||||||||||||
| General and administrative * | 22,196 | 20,905 | 67,983 | 63,499 | ||||||||||||
| Amortization of intangible assets | 4,432 | 3,858 | 13,924 | 11,390 | ||||||||||||
| Other operating income, net | (1,324 | ) | (1,596 | ) | (2,526 | ) | (3,431 | ) | ||||||||
| Total operating expenses | 91,732 | 80,843 | 286,821 | 243,476 | ||||||||||||
| Operating (loss) income | (1,926 | ) | (3,423 | ) | 7,692 | 4,390 | ||||||||||
| Interest expense | 3,037 | 2,934 | 8,998 | 8,590 | ||||||||||||
| Other expense (income), net | 124 | (782 | ) | 1,667 | (1,852 | ) | ||||||||||
| Loss before income taxes | (5,087 | ) | (5,575 | ) | (2,973 | ) | (2,348 | ) | ||||||||
| Income tax expense | 3,022 | 2,930 | 4,424 | 10,350 | ||||||||||||
| Net loss | $ | (8,109 | ) | $ | (8,505 | ) | $ | (7,397 | ) | $ | (12,698 | ) | ||||
| Loss per share: | ||||||||||||||||
| Net loss per share attributable to common
stockholders, basic | $ | (0.11 | ) | $ | (0.12 | ) | $ | (0.10 | ) | $ | (0.17 | ) | ||||
| Net loss per share attributable to common
stockholders, diluted | $ | (0.11 | ) | $ | (0.12 | ) | $ | (0.10 | ) | $ | (0.17 | ) | ||||
| Weighted average shares outstanding: | ||||||||||||||||
| Weighted average number of shares used in computing
net loss per share, basic | 75,750 | 73,311 | 75,226 | 72,979 | ||||||||||||
| Weighted average number of shares used in computing
net loss per share, diluted | 75,750 | 73,311 | 75,226 | 72,979 | ||||||||||||
* Amounts include stock-based compensation expense as follows (in thousands):
| (Unaudited) | ||||||||||||||||
| Three Months Ended
September 30, | Nine Months Ended
September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Cost of revenue – maintenance and other services | $ | 1,411 | $ | 684 | $ | 3,791 | $ | 1,602 | ||||||||
| Research and development | 3,894 | 2,428 | 11,223 | 5,686 | ||||||||||||
| Sales and marketing | 3,673 | 1,949 | 10,800 | 3,949 | ||||||||||||
| General and administrative | 1,955 | 1,173 | 5,415 | 2,702 | ||||||||||||
| Total stock-based compensation expense | $ | 10,933 | $ | 6,234 | $ | 31,229 | $ | 13,939 | ||||||||
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| (In thousands) | 2021 | 2020 | ||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (7,397 | ) | $ | (12,698 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 19,355 | 16,916 | ||||||
| Provision for credit loss | 330 | 930 | ||||||
| Amortization of debt discount and issuance costs | 8,513 | 8,067 | ||||||
| Stock-based compensation expense | 31,229 | 13,939 | ||||||
| Deferred income taxes | (510 | ) | (5,441 | ) | ||||
| Other, net | 40 | 13 | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | 26,770 | 16,213 | ||||||
| Prepaid expenses and other current assets | (7,612 | ) | (1,055 | ) | ||||
| Other long-term assets | (5,018 | ) | 867 | |||||
| Accounts payable | (2,432 | ) | (3,321 | ) | ||||
| Accrued compensation and benefits | 481 | 1,274 | ||||||
| Other accrued expenses and current liabilities | 483 | (5,873 | ) | |||||
| Deferred revenue | (8,638 | ) | (2,452 | ) | ||||
| Net cash provided by operating activities | 55,594 | 27,379 | ||||||
| INVESTING ACTIVITIES: | ||||||||
| Capital expenditures | (6,811 | ) | (4,006 | ) | ||||
| Payments for acquisition of businesses, net of cash acquired | (5,472 | ) | (32,279 | ) | ||||
| Payments for acquisition of developed technology | (344 | ) | (433 | ) | ||||
| Other investing activities, net | (284 | ) | 152 | |||||
| Net cash used in investing activities | (12,911 | ) | (36,566 | ) | ||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from private placement of common stock | 200,000 | — | ||||||
| Payments on revolving commitment | (30,000 | ) | — | |||||
| Proceeds from employee stock purchase plan contributions | 2,110 | — | ||||||
| Proceeds from the exercise of common stock options | 2,059 | 1,094 | ||||||
| Borrowings under revolving commitment | — | 30,000 | ||||||
| Other financing activities | (434 | ) | (401 | ) | ||||
| Net cash provided by financing activities | 173,735 | 30,693 | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,951 | ) | 676 | |||||
| Net increase in cash, cash equivalents and restricted cash | 214,467 | 22,182 | ||||||
| Cash, cash equivalents and restricted cash at beginning of year | 241,547 | 223,497 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 456,014 | $ | 245,679 | ||||
| Supplemental disclosure of cash flow: | ||||||||
| Interest paid | $ | 344 | $ | 320 | ||||
| Income taxes paid | $ | 8,077 | $ | 12,142 | ||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Finance leases | $ | — | $ | 117 | ||||
| Property and equipment in accounts payable, other current liabilities
and other liabilities | $ | 480 | $ | 208 | ||||
Financial Results
The following table provides a reconciliation of Adjusted EBITDA, Non-GAAP net income and Non-GAAP net income per share – diluted, to net income and net income per share – diluted, the most comparable GAAP financial measures:
| (Unaudited) | ||||||||||||||||
| Three Months Ended
September 30, | Nine Months Ended
September 30, | |||||||||||||||
| (in thousands, except per share amounts) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Net loss | $ | (8,109 | ) | $ | (8,505 | ) | $ | (7,397 | ) | $ | (12,698 | ) | ||||
| Stock-based compensation expense | 10,933 | 6,234 | 31,229 | 13,939 | ||||||||||||
| Amortization of intangible assets | 4,432 | 3,858 | 13,924 | 11,390 | ||||||||||||
| Non-cash interest expense | 2,876 | 2,725 | 8,513 | 8,062 | ||||||||||||
| Restructuring expense | (124 | ) | — | 4,954 | — | |||||||||||
| Impact of non-GAAP tax rate | (366 | ) | 1,294 | (10,044 | ) | 2,375 | ||||||||||
| Special adjustments and other (1) | — | (950 | ) | — | (372 | ) | ||||||||||
| Non-GAAP net income | 9,642 | 4,656 | 41,179 | 22,696 | ||||||||||||
| Depreciation expense | 1,743 | 1,765 | 5,431 | 5,526 | ||||||||||||
| Cash interest expense (income) | 59 | 118 | 210 | (601 | ) | |||||||||||
| Income tax expense, net of non-GAAP impact | 3,388 | 1,636 | 14,468 | 7,975 | ||||||||||||
| Adjusted EBITDA | $ | 14,832 | $ | 8,175 | $ | 61,288 | $ | 35,596 | ||||||||
| Net loss per share - diluted | $ | (0.11 | ) | $ | (0.12 | ) | $ | (0.10 | ) | $ | (0.17 | ) | ||||
| Non-GAAP net income per share - diluted | $ | 0.11 | $ | 0.06 | $ | 0.48 | $ | 0.28 | ||||||||
| GAAP diluted shares outstanding: | 75,750 | 73,311 | 75,226 | 72,979 | ||||||||||||
| Non-GAAP diluted shares outstanding: | 86,300 | 80,700 | 86,300 | 80,700 | ||||||||||||
(1) Included in 2020 are a) $1.0 million of proceeds from settlements related to a historical acquisition for both the three and nine months ended September 30, 2020, and b) $0.6 million of severance expense for the nine months ended September 30, 2020.
The following table provides a reconciliation of Free Cash Flow to net cash provided by operating activities, the most comparable GAAP financial measure:
| (Unaudited) | ||||||||||||||||
| Three Months Ended
September 30, | Nine Months Ended
September 30, | |||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Net cash provided by (used in) operating activities | $ | 872 | $ | (6,022 | ) | $ | 55,594 | $ | 27,379 | |||||||
| Capital expenditures | (1,420 | ) | (1,476 | ) | (6,811 | ) | (4,006 | ) | ||||||||
| Free cash flow | $ | (548 | ) | $ | (7,498 | ) | $ | 48,783 | $ | 23,373 | ||||||
Business Outlook
The following table provides a reconciliation of projected Adjusted EBITDA and projected Non-GAAP net income to projected net loss, the most comparable GAAP financial measure:
| (Unaudited) | ||||||||||||||||
| Three Months Ending
December 31, 2021 | Year Ending
December 31, 2021 | |||||||||||||||
| (in thousands) | Low | High | Low | High | ||||||||||||
| Net loss | $ | (13,100 | ) | $ | (10,200 | ) | $ | (20,800 | ) | $ | (17,900 | ) | ||||
| Stock-based compensation expense | 11,500 | 11,500 | 42,700 | 42,700 | ||||||||||||
| Amortization of intangible assets | 4,200 | 4,200 | 18,100 | 18,100 | ||||||||||||
| Non-cash interest expense | 2,900 | 2,900 | 11,400 | 11,400 | ||||||||||||
| Restructuring expense | — | — | 5,000 | 5,000 | ||||||||||||
| Impact of non-GAAP tax rate | 1,300 | 600 | (8,700 | ) | (9,400 | ) | ||||||||||
| Non-GAAP net income | 6,800 | 9,000 | 47,700 | 49,900 | ||||||||||||
| Depreciation expense | 1,700 | 1,700 | 7,200 | 7,200 | ||||||||||||
| Cash interest expense, net | 100 | 100 | 300 | 300 | ||||||||||||
| Income tax expense, net of non-GAAP impact | 2,400 | 3,200 | 16,800 | 17,600 | ||||||||||||
| Adjusted EBITDA | $ | 11,000 | $ | 14,000 | $ | 72,000 | $ | 75,000 | ||||||||
The following table provides a reconciliation of projected Free Cash Flow to projected net cash provided by operating activities, the most comparable GAAP financial measure:
| (Unaudited) | ||||||||||||
| Year Ending
December 31, 2021 | ||||||||||||
| (in thousands) | Low | High | ||||||||||
| Net cash provided by operating activities | $ | 49,600 | $ | 52,600 | ||||||||
| Capital expenditures | (8,600 | ) | (8,600 | ) | ||||||||
| Free cash flow | $ | 41,000 | $ | 44,000 | ||||||||
