UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended December 31, 2002
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-1095478
INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
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BERMUDA |
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98-0155633 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer identification No.) |
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CLARENDON HOUSE, |
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NOT APPLICABLE |
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(Address of principal executive offices) |
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(Zip code) |
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(441) 295-5950 |
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(Registrant’s telephone number including area code) |
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NOT APPLICABLE |
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(Former name, former address and former fiscal year, if changed since last report.) |
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Indicate by check mark whether 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, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
As of January 22, 2003, 68,372,586 shares of Registrant’s common stock, $0.001 par value, were outstanding.
INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
INDEX
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PART I—FINANCIAL INFORMATION |
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Item 1. Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets as of December 31, 2002 and June 30, 2002 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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2
INTERWAVE
COMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
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December 31, 2002 |
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June 30, 2002 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
8,858 |
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$ |
11,403 |
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Short-term investments |
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— |
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2,849 |
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Restricted cash, short term portion |
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292 |
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1,430 |
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Trade receivables, net of allowance of $3,581 and $5,422 as of December 31, 2002 and June 30, 2002, respectively |
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4,811 |
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10,034 |
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Inventories, net |
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10,060 |
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13,665 |
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Prepaid expenses and other current assets |
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1,809 |
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3,509 |
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Total current assets |
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25,830 |
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42,890 |
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Property and equipment, net |
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5,952 |
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6,999 |
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Intangibles, net |
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6,324 |
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1,660 |
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Restricted cash, long term portion |
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684 |
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684 |
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Other assets |
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259 |
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394 |
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Total assets |
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$ |
39,049 |
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$ |
52,627 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
4,404 |
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$ |
7,972 |
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Accrued expenses |
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6,505 |
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8,893 |
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Notes payable, short term portion |
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194 |
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140 |
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Capital lease obligations, short term portion |
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462 |
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422 |
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Other current liabilities |
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2,702 |
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2,551 |
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Total current liabilities |
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14,267 |
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19,978 |
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Notes payable, long term portion |
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176 |
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176 |
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Capital lease obligations, long term portion |
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537 |
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792 |
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Other long term liabilities |
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2,057 |
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1,534 |
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Total liabilities |
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17,037 |
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22,480 |
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Shareholders’ equity: |
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Common shares, $0.001 par value; 100,000,000 authorized; 67,327,671 and 58,119,352 shares issued and outstanding as of December 31, 2002 and June 30, 2002, respectively |
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67 |
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58 |
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Additional paid-in capital |
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339,257 |
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329,677 |
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Deferred stock compensation |
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(78 |
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(298 |
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Receivable from shareholders |
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(461 |
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(455 |
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Accumulated other comprehensive loss |
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(475 |
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(188 |
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Accumulated deficit |
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(316,298 |
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(298,647 |
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Total shareholders’ equity |
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22,012 |
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30,147 |
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Total liabilities and shareholders’ equity |
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$ |
39,049 |
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$ |
52,627 |
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See Notes to Condensed Consolidated Financial Statements
3
INTERWAVE
COMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
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Three
Months Ended |
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Six Months
Ended |
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2002 |
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2001 |
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2002 |
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2001 |
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(unaudited) |
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(unaudited) |
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Net revenues |
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$ |
7,952 |
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$ |
11,180 |
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$ |
14,905 |
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$ |
20,976 |
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Cost of revenues |
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6,215 |
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8,362 |
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13,428 |
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16,050 |
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Gross profit |
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1,737 |
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2,818 |
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1,477 |
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4,926 |
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Operating expenses: |
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Research and development |
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3,995 |
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4,896 |
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7,695 |
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11,026 |
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Selling, general and administrative |
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4,803 |
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6,858 |
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9,908 |
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14,182 |
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Amortization of deferred stock compensation* |
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60 |
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(729 |
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115 |
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(509 |
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Amortization of intangible assets |
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552 |
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1,566 |
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552 |
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3,145 |
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Restructuring charges |
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151 |
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397 |
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636 |
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839 |
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Total costs and expenses |
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9,561 |
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12,988 |
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18,906 |
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28,683 |
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Operating loss |
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(7,824 |
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(10,170 |
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(17,429 |
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(23,757 |
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Interest income |
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28 |
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430 |
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127 |
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1,035 |
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Interest expense |
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— |
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(95 |
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(1 |
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(159 |
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Other expense, net |
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(108 |
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(196 |
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(131 |
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(256 |
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Net loss before income taxes |
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(7,904 |
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(10,031 |
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(17,434 |
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(23,137 |
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Income tax expense |
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