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SRS LABS INC - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations
[March 15, 2012]

SRS LABS INC - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations

(Edgar Glimpses Via Acquire Media NewsEdge) Overview We are the recognized global leader in the practical application of psychoacoustics, the science behind how the human ear operates, and in the post processing segment of the market for audio delivery. Our award-winning audio enhancement technologies and solutions dramatically restore audio and voice to its natural state, the way it was originally recorded, in both dimension and clarity, thus providing a superior consumer experience for a wide variety of CE devices such as televisions, personal computers and mobile phones.

Our mission is to be the dominant worldwide provider of audio and voice solutions that allow consumers to effortlessly experience rich, natural sound, the way their ears were meant to hear it. In 2010 and 2011, licensing revenue from the home entertainment market represented 64% and 56%, respectively, of our total revenues in such periods. In the home entertainment market, our technologies have achieved broad market acceptance in the television sector. We plan to continue to leverage our success in the television sector to expand our audio technologies into a variety of other consumer electronic devices, including PCs, mobile phones, portable media devices and automotive audio systems, but our technologies to date have only been incorporated in products representing only a small portion of the total consumer electronics market opportunity. The consumer electronics market in general is characterized by rapid technological changes, short product life cycles, seasonality, significant price erosion and competition, any of which may impede our ability to gain broad market acceptance for our technologies in other consumer electronic markets.

Nonetheless, we plan to continue to seek other opportunities where we can continue to leverage our core technologies and expertise. If we are able to successfully gain broad market share for our technologies in any other market, it could significantly improve our revenues and brand name recognition.


Our operations are conducted through SRS Labs, Inc., the parent company, and its wholly-owned subsidiaries, SRSWOWcast.com, Inc., Shenzhen Representative Office of SRS Labs, Inc. (a Chinese company) Shanghai Representative Office of SRS Labs, Inc (a Chinese company) and SRS Labs Japan, KK (a Japanese company). Our business is focused on developing and licensing audio, voice and surround sound technology solutions to many of the world's leading OEMs, software providers and semiconductor companies, and limited sales and marketing of standalone software and hardware products through the Internet.

19 -------------------------------------------------------------------------------- Table of Contents Our operations are conducted through SRS Labs, Inc., the parent company, and its wholly-owned subsidiaries, SRSWOWcast.com, Inc., Shenzhen Representative Office of SRS Labs, Inc. (a Chinese company) Shanghai Representative Office of SRS Labs, Inc (a Chinese company) and SRS Labs Japan, KK (a Japanese company). Our business is focused on developing and licensing audio, voice and surround sound technology solutions to many of the world's leading OEMs, software providers and semiconductor companies, and limited sales and marketing of standalone software and hardware products through the Internet.

Critical Accounting Policies Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates.

The following represents a summary of our critical accounting policies, defined as those policies that we believe: (a) are the most important to the portrayal of our financial condition and results of operations, and (b) require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about matters that are inherently uncertain. Our most critical accounting estimates include (i) revenue recognition; (ii) valuation of accounts receivable, which impacts operating expenses; (iii) valuation of intangibles and long lived assets, which primarily impacts operating expenses when we impair assets or accelerate their depreciation; (iv) recognition and measurement of current and deferred income tax assets and liabilities, which impacts our tax provision; and (v) share-based compensation, which impacts operating expenses. Set forth below is a discussion of each of these policies, as well as the estimates and judgments involved. We also have other policies that we consider key accounting policies; however, these policies do not meet the definition of critical accounting estimates, because they do not generally require us to make estimates or judgments that are difficult or subjective.

Revenue Recognition Our license agreements typically have multi-year or automatic renewal terms, and either require: (a) per-unit royalty payments for all products implementing our technologies and/or solutions; (b) fixed annual or quarterly royalty payments; or (c) a minimum fixed annual or quarterly royalty payment, which allows the licensee to ship up to a pre-determined number of units during the specified time period, with additional per-unit royalty payments thereafter. Royalties for per-unit arrangements are reported in the quarter following shipment of the consumer electronics device and are therefore recognized by us one quarter following shipment by the OEM. Revenues associated with fixed royalty payments are recognized ratably over the term of the agreement. We also sell some of our products and solutions via the Internet. Revenues associated with those sales are recognized upon shipment and are not material.

Accounts Receivable We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history, the customer's current credit worthiness and various other factors, as determined by our review of their current credit information.

We continuously monitor collections and payments from our customers and maintain allowances for doubtful accounts based upon specific customer circumstances, current economic trends, historical experience and the age of past due receivables. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past.

Unanticipated changes in the liquidity or financial position of our customers may require additional provisions for doubtful accounts.

20 -------------------------------------------------------------------------------- Table of Contents Intangible Assets and Impairment of Long-Lived Assets Costs paid by the Company related to the establishment and purchase of patents, primarily legal costs, are capitalized and amortized, depending on the estimated life of the technology patented. These assets are being amortized over ten years. The Company evaluates the recoverability of long-lived assets with finite lives. We assess potential impairments to our long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. Based upon the most recent assessment as of December 31, 2011, we have determined there was no impairment in the value of long-lived assets.

Income Taxes In preparing our consolidated financial statements, we estimate our income taxes in each of the countries in which we operate. The process used to make these estimates includes an assessment of the current tax expense, the results from tax examinations and the effects of temporary differences resulting from the different treatment of transactions for tax and financial accounting purposes.

These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. The Company accounts for deferred income taxes utilizing an asset and liability method, whereby deferred tax assets and liabilities are recognized based on the tax effects of temporary differences between the financial statements and the tax bases of assets and liabilities, as measured by current enacted tax rates. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. We evaluate the realizability of our deferred tax assets by assessing our valuation allowance and by adjusting the amount of such allowance, if necessary. At December 31, 2011, we had net deferred tax assets primarily resulting from temporary differences between the book and tax bases of assets and liabilities, and loss and credit carry forwards. We continue to provide a valuation allowance on our deferred tax assets based on an assessment of the likelihood of their realization. In reaching our conclusion, we evaluated certain relevant criteria including deferred tax liabilities that can be used to offset deferred tax assets, estimates of future taxable income of appropriate character within the carry-forward period available under the tax laws, and tax planning strategies.

Our judgments regarding future taxable income may change due to market conditions, changes in U.S. or international tax laws, the Company's business and results of operations, and other factors. These changes, if any, may require material adjustments to these deferred tax assets, resulting either in a tax benefit, if it is estimated that future taxable income is likely, or a reduction in the value of the deferred tax assets, if it is determined that their value is impaired, resulting in a reduction in net income or an increase in net loss in the period when such determinations are made.

Our income tax provision is based on calculations and assumptions that will be subject to examination by the taxing authorities in the jurisdictions in which we operate. Tax law and rate changes are reflected in the income tax provision in the period in which such changes are enacted.

Share-Based Compensation We account for share-based compensation awards using the fair-value method and records such expense in the consolidated financial statements over the requisite service period. In 2011, 2010 and 2009, we recorded share-based compensation expense of $2,495,630, $2,253,730 and $1,956,057, respectively.

To determine the expected term of our employee stock options granted in fiscal year 2011, we examined the historical term for our stock options and those of our peers. To determine the risk-free interest rate, we utilized an average interest rate based on U.S. Treasury instruments whose term was consistent with the expected term of our awards. To determine the expected stock price volatility, we examined the historical volatilities for our common stock and those of our peers. See Note 6 ("Stockholders' Equity and Share-Based Compensation") of our Notes to Consolidated Financial Statements for further discussion.

21 -------------------------------------------------------------------------------- Table of Contents Results of Operations The following table sets forth certain consolidated operating data as a percentage of revenues for the years ended December 31, 2011, 2010 and 2009: Percentage of Total Revenue Years Ended December 31, 2011 2010 2009 Revenues 100 % 100 % 100 % Cost of sales 2 1 1 Gross margin 98 99 99 Operating expenses: Sales and marketing 45 43 46 Research and development 27 26 23 General and administrative 23 21 22 Total operating expenses 95 90 91 Operating income 3 9 8 Other income 0 1 1 Income before income taxes 3 10 9 Income taxes 0 0 0 Net income 3 % 10 % 9 % Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 Revenues Total revenues for the year ended December 31, 2011 were $ 32,870,159 compared to $31,220,389 in the year ended December 31, 2010, an increase of $1,649,770 or 5 %. This increase was primarily attributable to increases in royalties related to higher unit sales of mobile devices containing our technologies by our licensees. In the personal telecommunications market, revenues increased $3,310,850 from 2010 to 2011. This increase was primarily due to increased royalties from higher volumes from new and existing customers, such as Samsung, HTC and Huawei. Revenues in the personal computer market increased $80,562 from 2010 to 2011. This increase was primarily due to increased volume from our existing customers, including Hewlett Packard. Revenues in the automotive market decreased by $192,966 in 2011 as compared to 2010 primarily due to lower revenues due to the March 2011 tsunami in Japan, which severely impacted the Japanese automotive market and supply chain. The home entertainment segment includes royalties related to sales of flat panel televisions, monitors, and set top boxes. Excluding royalty recoveries and the prior year one time settlement of $900,000 related to a patent dispute, revenues from the home entertainment segment were flat on a year over year basis. Approximately $390,000 of previously underreported royalties was recorded in 2011 compared to $987,000 in 2010 in the home entertainment market. Overall, we have not experienced a material change in our per unit license rates in the current periods other than volume pricing discounts provided pursuant to existing contractual obligations.

22 -------------------------------------------------------------------------------- Table of Contents The following table represents our mix of revenues by market source: Years Ended December 31, 2011 2010 Home entertainment (TV, set-top boxes) 56 % 64 % Personal telecommunications (mobile phones, tablets) 20 10 PC (software, hardware) 15 16 Automotive 6 7 Portable media devices (digital media players, headphones) 3 3 100 % 100 % Sales and Marketing Sales and marketing expenses consist primarily of employee salaries, sales consultants' fees and related expenses, sales commissions, tradeshow costs and costs associated with branding activities. Sales and marketing expenses were $14,929,976 for 2011, as compared to $13,470,852 for 2010. Overall sales and marketing expenses were $1,459,124, or 11%, higher in 2011. This increase was primarily attributable to higher payroll and related costs associated with increasing the size of our sales and marketing staff by approximately 13% in 2011. The increase is also attributable in part to increased participation in global co-branding and advertising opportunities. We recorded $939,139 in share-based compensation expense for sales and marketing personnel during 2011 as compared to $703,875 in 2010. As a percentage of total revenues, sales and marketing expenses increased from 43% for 2010 to 45% for 2011.

Research and Development Research and development expenses consist of salaries and related costs of employees engaged in ongoing research, design and development activities and costs for engineering materials and supplies. Research and development expenses were $8,849,119 for 2011, as compared to $8,060,246 for 2010. The overall increase in research and development expenses of $788,873, or 10%, was primarily attributable to increasing the size of our research and development staff by approximately 15% in 2011 due to the expansion of our Shanghai engineering facility and increase in worldwide field application engineers. The increase is also attributable to the continued research and development of object-oriented multi-dimensional audio technologies beyond the existing channel-based alternatives. We recorded $580,331 in share-based compensation expense for engineering personnel during 2011 as compared to $551,934 in 2010. As a percentage of total revenues, research and development expenses increased from 26% for 2010 to 27% for 2010.

General and Administrative General and administrative expenses consist primarily of employee-related expenses, legal costs associated with the administration of intellectual property, facilities costs, insurance, legal and accounting professional fees related to public company reporting and compliance, and depreciation and amortization. General and administrative expenses were $7,395,327 for 2011 as compared to $6,526,171 for 2010. The overall increase of $869,156 or 13%, was primarily attributable to an increase in legal and accounting professional fees and depreciation and amortization expenses as we continue to expand our operations. We recorded $976,160 in share-based compensation expense during 2011 as compared to $997,920 in 2010. As a percentage of total revenues, general and administrative expenses increased from 21% for 2010 to 23% for 2011.

Other Income Other income, which primarily consists of interest income, was $209,921 for 2011, compared to $245,127 for 2010, a decrease of $35,206, or 14%. We continue to monitor our cash assets to maximize our interest income while maintaining an acceptable level of risk. During 2011 and 2010, the Company did not incur any losses related to our cash and investments.

Provision for Income Taxes The income tax provision for 2011 was $10,725 compared to $52,153 for 2010. The current and prior year provision consists primarily of estimated taxes payable to the state of California and estimated taxes payable to Japan.

23 -------------------------------------------------------------------------------- Table of Contents We had federal and state net operating loss carryforwards at December 31, 2011 of $2,016,278 and $5,598,942, respectively. The net operating loss carryforwards begin to expire in 2014 and will continue through 2027. In addition, we had federal foreign tax credit carryforwards of approximately $13,294,856 at December 31, 2011, which begin to expire in 2014. As of December 31, 2011, we continued to have a valuation allowance of $5,337,296 against our deferred tax assets, which was established primarily due to our cumulative losses in recent years and was based on our assessment of our future ability to realize certain deferred tax assets.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009 Revenues Total revenues for the year ended December 31, 2010 were $31,220,389 compared to $24,964,577 in the year ended December 31, 2009, an increase of $6,255,812 or 25%. This increase was primarily attributable to increases in royalties related to higher unit sales of televisions, personal computers, automotives, and mobile devices containing our technologies by our licensees. In the home entertainment segment, royalty revenues increased $3,096,266 from 2009 primarily from royalties related to sales of flat panel televisions and monitors. The revenue growth was primarily due to volume increases from certain existing licensees such as Samsung, increased demand for flat panel televisions and, to a lesser extent, due to new license agreements with Top Victory and LG. The increase in revenues in 2010 was offset by a decrease in set top box revenues in the current year. Included in the home entertainment market revenue was a $900,000 patent dispute settlement payment received in 2010. Additionally, we recognized approximately $987,000 of previously under reported royalties in 2010 compared to $1,200,000 of royalties recovered in 2009 from certain customers in the home entertainment market. The increase in revenues in the personal computer market from 2009 to 2010 was $1,901,910. This increase was primarily due to increased volume from our existing customers, including Dell and AsusTek and revenues generated from Elitegroup Computer Systems, a new licensee. Revenues in the automotive market increased by $974,153 in 2010 as compared to 2009 primarily due to higher revenues due to volume increases from our Japanese customers who provide line install, dealer option and aftermarket automotive audio systems to many of the significant Japanese automotive manufacturers. In the personal telecommunications market, revenues increased $418,785 from 2009 to 2010. This increase was primarily due to increased royalties from higher volumes from Samsung. Revenues in the portable media devices market decreased by $160,301 in 2010 as compared to 2009 due to decreased volumes from MP3/MP4 players.

The following table represents our mix of revenues by market source: Years Ended December 31, 2010 2009 Home entertainment (TV, set-top box) 64 % 68 % PC (software, hardware) 16 12 Personal telecommunications (mobile phone, PDA) 10 11 Automotive 7 5 Portable media devices (digital media player, headphone) 3 4 100 % 100 % Sales and Marketing Sales and marketing expenses were $13,470,852 for 2010, as compared to $11,415,115 for 2009. Overall sales and marketing expenses were $2,055,737, or 18%, higher in 2010. This increase was primarily attributable to higher payroll and related costs associated with increasing the size of our sales and marketing staff by approximately 26% in 2010. In addition to increasing the sales and marketing personnel, we have also increased our branding efforts by creating new marketing assets, through both direct and co-marketing activities, and increased our participation in trade show activities. We recorded $703,875 in share-based compensation expense for sales and marketing personnel during 2010 as compared to $511,301 in 2009. As a percentage of total revenues, sales and marketing expenses decreased from 46% for 2009 to 43% for 2010.

Research and Development Research and development expenses were $8,060,246 for 2010, as compared to $5,721,195 for 2009. The overall increase in research and development expenses of $2,339,051, or 41%, was primarily attributable to increasing the size of our research and development staff by approximately 24% in 2010 due to the expansion of our Shanghai engineering facility and increase in worldwide field application engineers and quality assurance personnel. The increase is also attributable to the creation in 2010 of the state-of-the-art Advanced Rendering Lab, which has been exclusively designed and constructed to accelerate research and development of object-oriented multi-dimensional audio technologies beyond the existing channel-based alternatives. In addition, the Company founded the 24 -------------------------------------------------------------------------------- Table of Contents 3D Audio Alliance ("3DAA"), which is a new, industry alliance committed to the development of open, royalty-free standards for the transmission of 3D audio.

We recorded $551,934 in share-based compensation expense for engineering personnel during 2010 as compared to $457,464 in 2009. As a percentage of total revenues, research and development expenses increased from 23% for 2009 to 26% for 2010.

General and Administrative General and administrative expenses were $6,526,171 for 2010 as compared to $5,656,616 for 2009. The overall increase of $869,555 or 15%, was primarily attributable to an increase in professional fees, increase in royalty compliance review fees, increase in payroll fees due to the addition of a new hire, and depreciation and amortization expenses as we continue to expand our operations.

We recorded $997,920 in share-based compensation expense during 2010 as compared to $987,292 in 2009. As a percentage of total revenues, general and administrative expenses decreased from 22% for 2009 to 21% for 2010.

Other Income Other income, which primarily consists of interest income, was $245,127 for 2010, compared to $347,528 for 2009, a decrease of $102,401, or 29%. Our goal during 2010 was to focus on asset protection of our cash, and as such we invested our cash in low-risk, high liquidity investments such as fully insured certificates of deposits and assets backed by the United States Treasury. We continue to monitor our cash assets to maximize our interest income while maintaining an acceptable level of risk. During 2010 and 2009, the Company did not incur any losses related to our cash and investments.

Provision for Income Taxes The income tax provision for 2010 was $52,153 compared to $98,006 for 2009, representing a decrease of $45,853, or 47%. The current and prior year provision consists primarily of estimated taxes payable to the state of California and estimated taxes payable to Japan and China.

We had federal and state net operating loss carryforwards at December 31, 2010 of $4,456,821 and $5,598,943, respectively. The net operating loss carryforwards begin to expire in 2014 and should continue through 2027. In addition, we had federal foreign tax credit carryforwards of approximately $10,270,431 at December 31, 2010, which begin to expire in 2014, and federal and state tax capital loss carryforwards of approximately $16,219,585, which begin to expire in 2011. As of December 31, 2010, we continued to have a valuation allowance of $12,605,203 against our deferred tax assets, which was established primarily due to our cumulative losses in recent years and was based on our assessment of our future ability to realize certain deferred tax assets.

Selected Quarterly Operating Results The following table sets forth certain quarterly summary consolidated financial data for the eight quarters in the period ended December 31, 2011. The quarterly information is based upon financial statements prepared by us on a basis consistent with our audited consolidated financial statements and, in management's opinion, includes all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the information for the periods presented. This information should be read in conjunction with our audited consolidated financial statements and notes thereto appearing elsewhere in this Report. Our quarterly operating results have varied significantly in the past and are expected to vary significantly in the future. Due to rounding differences, the quarters in a given year may not add precisely to the annual numbers for that year.

25 -------------------------------------------------------------------------------- Table of Contents Three Months Ended Mar 31, June 30, Sep 30, Dec 31, Mar 31, June 30, Sep 30, Dec 31, 2011 2011 2011 2011 2010 2010 2010 2010 (In thousands except per share amounts) Revenues $ 8,181 $ 7,602 $ 8,422 $ 8,665 $ 8,385 $ 7,161 $ 8,609 $ 7,065 Gross profit 8,034 7,410 8,311 8,338 8,321 7,061 8,545 6,944 Operating expenses 7,784 7,999 7,748 7,643 6,876 6,479 7,220 7,482 Net income (loss) $ 292 $ (538 ) $ 623 $ 741 $ 1,466 $ 630 $ 1,340 $ (431 ) Net income (loss) per common share: Basic $ 0.02 $ (0.04 ) $ 0.04 $ 0.05 $ 0.10 $ 0.04 $ 0.09 $ (0.03 ) Diluted $ 0.02 $ (0.04 ) $ 0.04 $ 0.05 $ 0.10 $ 0.04 $ 0.09 $ (0.03 ) Liquidity and Capital Resources At December 31, 2011, cash and cash equivalents, and short and long-term investments were $38,313,987 compared to $43,053,827 as of December 31, 2010, a decrease of $4,739,840. Our cash and cash equivalents were $5,850,224 as of December 31, 2011, a decrease of $4,847,603 from cash and cash equivalents of $10,697,827 held at December 31, 2010. The decrease in cash and cash equivalents in the current year was primarily a result of the purchase of short and long-term investments and repurchase of treasury stock of $5,905,422, partially offset by positive cash flow generated by operating activities. Cash and cash equivalents generally consist of cash, certificates of deposits, and money market funds with original maturities of three months or less. The money market funds are primarily invested in U.S. government obligations. The cash and certificates of deposit are FDIC insured. As of December 31, 2011, we held $27,837,000 in short-term investments and $4,626,763 in long-term investments.

Short-term investments generally consist of certificates of deposit and treasury bills. Long-term investments primarily consist of certificates of deposit with maturities greater than 12 months. In fiscal years 2011, 2010 and 2009, our operations were funded primarily from cash generated from operating activities.

Net cash provided by operating activities was $1,015,432 and $1,522,995 for 2011 and 2010, respectively. The $507,563 decrease in net cash provided by operating activities in 2011, compared to 2010, was primarily a result of an increase in prepaid expenses and other current assets balance largely due to an increase in prepaid services and an increase in inventory of iWOW 3D retail product, which was launched in 2011. In addition, the increase in our accounts receivable balance year over year decreased from $1,012,733 for December 31, 2010 to $273,228 in December 31, 2011.

Net cash used in investing activities was $1,556,861 and $19,952,386 in 2011 and 2010, respectively. The $18,395,525 decrease in cash used in investing activities in 2011, compared to 2010, was primarily due to the decrease in purchases of short and long-term investments offset by an increase in capital expenditures primarily related to the expansion of our corporate headquarters.

Net cash used in financing activities were $4,306,174 in 2011 and net cash provided by financing activities were $1,139,054 in 2010. The $5,445,228 increase in net cash used in financing activities in fiscal year 2011, compared to fiscal year 2010, was primarily a result of repurchases of treasury stock.

We believe our existing cash, cash equivalents, short and long-term investment balances together with cash generated from operating activities will be sufficient to meet our anticipated cash needs for at least the next twelve months. Our future capital requirements will depend on many factors, including our level of revenues, the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the timing of introductions of new products, the continuing market acceptance of our products and the amount of stock we are able to repurchase in 2012.

Contractual Cash Obligations and Contingent Liabilities and Commitments We have contractual obligations and commitments with regards to operating lease arrangements. The following table quantifies our expected contractual obligations and commitments subsequent to December 31, 2011: Payments due by period Less than More than Contractual obligations Total 1 year 1-3 years 3 years Operating lease obligations $ 1,288,434 $ 570,930 $ 692,232 $ 25,272 26 -------------------------------------------------------------------------------- Table of Contents

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