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 Quarterly Period Ended December 31, 2004
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
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Commission File Numbers: |
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001-15843 |
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333-48279 |
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Exact name of registrants as specified in their charters)
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DELAWARE |
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13-3989167 |
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TEXAS |
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74-1282680 |
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(States or Other Jurisdictions
of |
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(I.R.S. Employer |
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4444 BRITTMOORE ROAD |
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77041 |
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(Address of Principal Executive |
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(Zip Code) |
(713) 335-7000
(Registrants’ telephone number, including area code)
Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act).
Yes ý No o (Universal Compression Holdings, Inc.)
Yes o No ý (Universal Compression, Inc.)
UNIVERSAL COMPRESSION, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.
As of February 7, 2005, there were 31,634,710 shares of Universal Compression Holdings, Inc.’s common stock, $0.01 par value, outstanding and 4,910 shares of Universal Compression, Inc.’s common stock, $10.00 par value, outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
UNIVERSAL COMPRESSION HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
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December 31, 2004 |
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March 31, 2004 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
53,958 |
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$ |
121,189 |
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Accounts receivable, net of allowance for bad debts of $3,408 and $3,189 as of December 31, 2004 and March 31, 2004, respectively |
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95,853 |
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79,587 |
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Current portion of notes receivable |
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171 |
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709 |
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Inventories, net of reserve for obsolescence of $12,534 and $12,041 as of December 31, 2004 and March 31, 2004, respectively |
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85,893 |
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89,968 |
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Current deferred tax asset |
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6,701 |
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5,819 |
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Other |
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11,548 |
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13,938 |
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Total current assets |
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254,124 |
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311,210 |
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Contract compression equipment |
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1,461,803 |
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1,344,218 |
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Other property |
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139,884 |
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117,128 |
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Accumulated depreciation and amortization |
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(279,881 |
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(216,569 |
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Net property, plant and equipment |
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1,321,806 |
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1,244,777 |
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Goodwill |
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401,144 |
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390,371 |
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Notes receivable |
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1,038 |
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444 |
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Other non-current assets |
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25,072 |
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25,649 |
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Total assets |
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$ |
2,003,184 |
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$ |
1,972,451 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable, trade |
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$ |
40,700 |
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$ |
44,948 |
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Accrued liabilities |
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40,069 |
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40,765 |
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Unearned revenue |
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27,023 |
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25,596 |
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Accrued interest |
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17,215 |
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10,933 |
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Current portion of long-term debt and capital lease obligations |
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10,118 |
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14,369 |
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Total current liabilities |
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135,125 |
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136,611 |
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Capital lease obligations |
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388 |
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997 |
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Long-term debt |
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836,551 |
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869,076 |
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Non-current deferred tax liability |
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163,137 |
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149,554 |
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Derivative financial instrument used for hedging purposes |
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6,376 |
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14,423 |
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Other liabilities |
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5,273 |
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2,555 |
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Total liabilities |
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1,146,850 |
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1,173,216 |
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Commitments and contingencies (Note 9) |
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Stockholders’ equity: |
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Common stock |
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316 |
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313 |
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Treasury stock |
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(11 |
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(11 |
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Additional paid-in capital |
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740,938 |
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734,124 |
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Deferred compensation |
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(2,286 |
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(1,256 |
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Other comprehensive loss |
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(22,132 |
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(35,344 |
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Retained earnings |
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139,509 |
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101,409 |
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Total stockholders’ equity |
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856,334 |
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799,235 |
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Total liabilities and stockholders’ equity |
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$ |
2,003,184 |
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$ |
1,972,451 |
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See accompanying notes to unaudited consolidated financial statements.
2
UNIVERSAL COMPRESSION HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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2004 |
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2003 |
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2004 |
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2003 |
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Revenue: |
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Domestic contract compression |
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$ |
75,170 |
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$ |
71,067 |
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$ |
219,321 |
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$ |
209,983 |
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International contract compression |
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27,810 |
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20,789 |
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73,428 |
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61,193 |
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Fabrication |
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50,823 |
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42,092 |
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165,957 |
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121,030 |
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Aftermarket services |
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38,873 |
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36,219 |
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110,728 |
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105,872 |
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Total revenue |
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192,676 |
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170,167 |
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569,434 |
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498,078 |
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Costs and expenses: |
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Domestic contract compression—direct costs |
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27,071 |
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25,073 |
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80,134 |
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76,662 |
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International contract compression—direct costs |
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6,427 |
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4,981 |
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16,752 |
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13,991 |
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Fabrication—direct costs |
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48,605 |
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38,480 |
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153,713 |
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111,649 |
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Aftermarket services—direct costs |
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30,917 |
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29,053 |
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87,733 |
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83,082 |
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Depreciation and amortization |
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23,611 |
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21,504 |
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69,407 |
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63,411 |
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Selling, general and administrative |
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19,224 |
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16,101 |
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55,684 |
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49,351 |
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Interest expense, net |
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16,821 |
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17,994 |
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49,792 |
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