0001314727FALSE00013147272025-02-062025-02-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 6, 2025
SONOS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3860303-0479476
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
301 Coromar Drive
Santa Barbara, California 93117
(Address of principal executive offices, including zip code)
(805) 965-3001
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueSONOThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 2.02 Results of Operations and Financial Condition.
On February 6, 2025, Sonos, Inc. (the "Company") issued a press release announcing its financial results for its first fiscal quarter ended December 28, 2024. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.


Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




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 hereunto duly authorized.
 
 SONOS, INC.
  
Date: February 6, 2025By:/s/ Saori Casey
  
Saori Casey
Chief Financial Officer




Exhibit 99.1
image_0a.jpg
Sonos Reports First Quarter Fiscal 2025 Results
Q1 revenue near high-end of guidance range, announced reduction in force


Santa Barbara, CA – February 6, 2025 - Sonos, Inc. (Nasdaq: SONO) today reported First Quarter Fiscal 2025 results.

“Yesterday we implemented important organizational changes that mark the start of a new chapter of efficiency and growth for Sonos,” said Tom Conrad, Sonos Interim CEO. “I see tremendous opportunity in front of us. The team and I are hard at work improving the core experience for our customers while designing the next set of Sonos products and innovations. It’s an honor to show up every day to do this work with the talented Sonos team.”

“Our Q1 results show our team’s commitment to execution as we navigate a difficult environment,” commented Saori Casey, Sonos Chief Financial Officer. “We continue to make great progress in our transformation journey that will set us up well for the future.”

First Quarter Fiscal 2025 Financial Highlights (unaudited)
Revenue of $551 million
GAAP gross margin of 43.8%
GAAP net income of $50.2 million, GAAP diluted earnings per share (EPS) of $0.40
Non-GAAP net income1 of $79.2 million, Non-GAAP diluted EPS1 of $0.64
Adjusted EBITDA1 of $91.2 million

Notes:
(1) Non-GAAP net income/Non-GAAP diluted earnings per share (EPS) and Adjusted EBITDA exclude stock-based compensation, legal and transaction related fees, amortization of intangibles, and restructuring and abandonment costs. See “Use of Non-GAAP Measures” and reconciliations to GAAP measures below.

Reorganization and Reduction in Force
The company announced a reorganization and reduction in force involving approximately 12% of its employees in a Form 8-K filed with the SEC on February 5, 2025
The company estimates that it will incur approximately $15 to $18 million of restructuring and related charges, substantially all of which are related to employee severance and benefits costs. The company expects to incur substantially all of the restructuring and related charges in the second quarter of fiscal 2025


Guidance
The company will provide guidance on its First Quarter Fiscal 2025 earnings call.






Supplemental Earnings Presentation

The company has posted a supplemental earnings presentation accompanying its First Quarter Fiscal 2025 results to the Earnings Reports section of its investor relations website at https://investors.sonos.com/reports-and-filings/default.aspx#section=earningsreports.

Conference Call, Webcast and Transcript
The company will host a webcast of its conference call and Q&A related to its First Quarter Fiscal 2025 results on February 6, 2025, at 4:15 p.m. Eastern Time (1:15 p.m. Pacific Time). Participants may access the live webcast in listen-only mode on the Sonos investor relations website at https://investors.sonos.com/news-and-events/default.aspx.
The conference call may also be accessed by dialing (888) 330-2454 with conference ID 8641747. Participants outside the U.S. can access the call by dialing (240) 789-2714 using the same conference ID.
An archived webcast of the conference call and a transcript of the company’s prepared remarks and Q&A session will also be available at https://investors.sonos.com/reports-and-filings/default.aspx#section=earningsreports following the call.



Consolidated Statements of Operations and Comprehensive Income
(unaudited, in thousands, except share and per share amounts)







Three Months Ended


December 28,
2024

December 30,
2023
Revenue

$ 550,857

$ 612,869
Cost of revenue

309,451

330,190
Gross profit

241,406

282,679
Operating expenses




Research and development

80,838

79,235
Sales and marketing

86,644

83,950
General and administrative

25,831

39,799
Total operating expenses

193,313

202,984
Operating income

48,093

79,695
Other income (expense), net




Interest income

1,861

3,075
Interest expense

(110)

(105)
Other (expense) income, net

(6,029)

10,274
Total other (expense) income, net

(4,278)

13,244
Income before (benefit from) provision for income taxes

43,815

92,939
(Benefit from) provision for income taxes

(6,422)

11,992
Net income

$ 50,237

$ 80,947





Net income attributable to common stockholders:




Basic and diluted

$ 50,237

$ 80,947








Net income per share attributable to common stockholders:




Basic

$ 0.41

$ 0.65
Diluted

$ 0.40

$ 0.64





Weighted-average shares used in computing net income per share attributable to common stockholders:




Basic

122,071,586

125,181,717
Diluted

124,731,619

126,742,153





Total comprehensive income




Net income

50,237

80,947
Change in foreign currency translation adjustment

(1,116)

(863)
Net unrealized gain on marketable securities

(84)

Comprehensive income

$ 49,037

$ 80,084

Consolidated Balance Sheets
(unaudited, in thousands, except par values)


As of


December 28,
2024

September 28,
2024
Assets




Current assets:




Cash and cash equivalents

$ 279,955

$ 169,732
Marketable securities

47,902

51,426
Accounts receivable, net

84,786

44,513
Inventories

140,892

231,505
Prepaids and other current assets

58,991

53,910
Total current assets

612,526

551,086
Property and equipment, net

95,028

102,148
Operating lease right-of-use assets

47,935

50,175
Goodwill

82,854

82,854
Intangible assets, net




In-process research and development


73,770
Other intangible assets

84,488

14,266
Deferred tax assets

9,654

10,314
Other noncurrent assets

31,120

31,699
Total assets

$ 963,605

$ 916,312





Liabilities and stockholders’ equity




Current liabilities:




Accounts payable

$ 162,080

$ 194,590
Accrued expenses

108,871

87,783
Accrued compensation

28,509

15,701
Deferred revenue, current

20,973

21,802
Other current liabilities

52,081

46,277
Total current liabilities

372,514

366,153
Operating lease liabilities, noncurrent

56,786

56,588



Deferred revenue, noncurrent

61,245

61,075
Deferred tax liabilities

176

60
Other noncurrent liabilities

3,757

3,816
Total liabilities

494,478

487,692





Commitments and contingencies




Stockholders’ equity:




Common stock, $0.001 par value

125

123
Treasury stock

(48,504)

(17,096)
Additional paid-in capital

521,121

498,245
Accumulated deficit

(697)

(50,934)
Accumulated other comprehensive loss

(2,918)

(1,718)
Total stockholders’ equity

469,127

428,620
Total liabilities and stockholders’ equity

$ 963,605

$ 916,312

Consolidated Statements of Cash Flows
(unaudited, dollars in thousands)


Three Months Ended


December 28,
2024

December 30,
2023
Cash flows from operating activities




Net income

$ 50,237

$ 80,947
Adjustments to reconcile net income to net cash provided by operating activities:




Stock-based compensation expense

25,334

19,358
Depreciation and amortization

17,611

11,878
Provision for inventory obsolescence

1,305

5,837
Restructuring and abandonment charges


260
Deferred income taxes

123

(45)
Other

841

1,236
Foreign currency transaction loss (gain)

2,129

(7,388)
Changes in operating assets and liabilities:




Accounts receivable

(41,374)

(12,215)
Inventories

89,308

167,641
Other assets

(6,437)

(12,878)
Accounts payable and accrued expenses

(5,940)

(7,429)
Accrued compensation

12,394

5,988
Deferred revenue

1,513

3,660
Other liabilities

9,129

18,551
Net cash provided by operating activities

156,173

275,401
Cash flows from investing activities




Purchases of marketable securities

(10,128)

Purchases of property and equipment

(13,106)

(6,077)
Maturities of marketable securities

13,900

Net cash used in investing activities

(9,334)

(6,077)



Cash flows from financing activities




Payments for repurchase of common stock, including excise tax and commission

(27,165)

(23,484)
Payments for repurchase of common stock related to shares withheld for tax in connection with vesting of restricted stock units

(9,044)

(3,745)
Proceeds from exercise of stock options

2,411

3,538
Net cash used in financing activities

(33,798)

(23,691)
Effect of exchange rate changes on cash and cash equivalents

(2,818)

1,478
Net increase in cash and cash equivalents

110,223

247,111
Cash and cash equivalents




Beginning of period

169,732

220,231
End of period

$ 279,955

$ 467,342
Supplemental disclosure




Cash paid for interest

$ 63

$ 58
Cash paid for taxes, net of refunds

$ 658

$ 3,684
Cash paid for amounts included in the measurement of lease liabilities, net of tenant improvement reimbursements received

$ (2,531)

$ 2,601
Supplemental disclosure of non-cash investing and financing activities




Purchases of property and equipment in accounts payable and accrued expenses

$ 3,693

$ 6,141
Right-of-use assets obtained in exchange for new operating lease liabilities

$ —

$ 7,637
Excise tax on share repurchases, accrued but not paid

$ 668

$ —

Reconciliation of GAAP to Non-GAAP Cost of Revenue and Gross Profit
(unaudited, in thousands, except percentages)


Three Months Ended


December 28,
2024

December 30,
2023
Reconciliation of GAAP cost of revenue




GAAP cost of revenue

$ 309,451

$ 330,190
Stock-based compensation expense

1,349

654
Amortization of intangibles

3,330

972
Non-GAAP cost of revenue

$ 304,772

$ 328,564





Reconciliation of GAAP gross profit




GAAP gross profit

$ 241,406

$ 282,679
Stock-based compensation expense

1,349

654
Amortization of intangibles

3,330

972
Non-GAAP gross profit

$ 246,085

$ 284,305





GAAP gross margin

43.8%

46.1%
Non-GAAP gross margin

44.7%

46.4%




Reconciliation of Selected Non-GAAP Financial Measures
(unaudited, dollars in thousands)


Three Months Ended


December 28,
2024

December 30,
2023
GAAP Research and Development

$ 80,838

$ 79,235
Stock-based compensation

13,315

8,979
Amortization of intangibles

178

496
Restructuring and abandonment costs

(60)

323
Non-GAAP Research and Development

$ 67,405

$ 69,437





GAAP Sales and Marketing

$ 86,644

$ 83,950
Stock-based compensation

5,632

3,815
Amortization of intangibles

-

-
Restructuring and abandonment costs

-

113
Non-GAAP Sales and Marketing

$ 81,012

$ 80,022





GAAP General and Administrative

25,831

39,799
Stock-based compensation

5,038

5,910
Legal and transaction related costs

195

3,743
Amortization of intangibles

23

24
Restructuring and abandonment costs

-

132
Non-GAAP General and Administrative

$ 20,575

$ 29,990





GAAP Operating Expenses

$ 193,313

$ 202,984
Stock-based compensation

23,985

18,704
Legal and transaction related costs

195

3,743
Amortization of intangibles

201

520
Restructuring and abandonment costs

(60)

568
Non-GAAP Operating Expenses

$ 168,992

$ 179,449





GAAP Operating Income

$ 48,093

$ 79,695
Stock-based compensation

25,334

19,358
Legal and transaction related costs

195

3,743
Amortization of intangibles

3,531

1,492
Restructuring and abandonment costs

(60)

568
Non-GAAP Operating Income

$ 77,093

$ 104,856
Depreciation

14,080

10,386
Adjusted EBITDA (Non-GAAP)

$ 91,173

$ 115,242







Reconciliation of Net Income to Adjusted EBITDA
(unaudited, dollars in thousands except percentages)


Three Months Ended


December 28,
2024

December 30,
2023
(In thousands, except percentages)




Net income

$ 50,237

$ 80,947
Add (deduct):




Depreciation and amortization

17,611

11,878
Stock-based compensation expense

25,334

19,358
Interest income

(1,861)

(3,075)
Interest expense

110

105
Other expense (income), net

6,029

(10,274)
(Benefit from) provision for income taxes

(6,422)

11,992
Legal and transaction related costs (1)

195

3,743
Restructuring and abandonment costs (2)

(60)

568
Adjusted EBITDA

$ 91,173

$ 115,242
Revenue

$ 550,857

$ 612,869
Net income margin

9.1%

13.2%
Adjusted EBITDA margin

16.6%

18.8%
(1) Legal and transaction-related costs consist of expenses related to our intellectual property ("IP") litigation against Alphabet and Google, as well as legal and transaction costs associated with our acquisition activity, which we do not consider representative of our underlying operating performance.
(2) On August 14, 2024, we initiated a restructuring plan to reduce our cost base involving approximately 6% of our employees (the "2024 restructuring plan"). Substantially all restructuring related costs were incurred in the fourth quarter of fiscal 2024. In the first quarter of fiscal 2025, we recorded a gain resulting from the impact of remaining restructuring costs that were lower than our estimated liability. The gain was recognized as a credit in research and development expenses on the condensed consolidated statements of operations and comprehensive income. For fiscal 2024, restructuring and abandonment costs also include nominal remaining costs incurred related to the restructuring plan incurred on June 14, 2023.

Reconciliation of GAAP Net Income to Non-GAAP Net Income
(unaudited, in thousands, except share and per share amounts)


Three Months Ended


December 28,
2024

December 30,
2023
Reconciliation of GAAP net income




GAAP net income

$ 50,237

$ 80,947
Stock-based compensation expense

25,334

19,358
Legal and transaction related costs

195

3,743
Amortization of intangibles

3,531

1,492
Restructuring and abandonment costs

(60)

568
Non-GAAP net income

$ 79,237

$ 106,108








Net income per share




GAAP net income per share, diluted

$ 0.40

$ 0.64
Non-GAAP net income per share, diluted

$ 0.64

$ 0.84





Shares used to calculate net income per share




Weighted-average shares GAAP, diluted

124,731,619

126,742,153
Weighted-average shares non-GAAP, diluted

124,731,619

126,742,153

Reconciliation of Cash Flows Provided by Operating Activities to Free Cash Flow
(unaudited, dollars in thousands)


Three Months Ended


December 28,
2024

December 30,
2023
Cash flows provided by operating activities

$ 156,173

$ 275,401
Less: Purchases of property and equipment

(13,106)

(6,077)
Free cash flow

$ 143,067

$ 269,324

Revenue by Product Category
(unaudited, dollars in thousands)


Three Months Ended


December 28,
2024

December 30,
2023
(In thousands)




Sonos speakers

$ 467,142

$ 503,011
Sonos system products

60,274

84,562
Partner products and other revenue

23,441

25,296
Total revenue

$ 550,857

$ 612,869

Revenue by Geographical Region
(unaudited, dollars in thousands)


Three Months Ended


December 28,
2024

December 30,
2023
Americas

$ 324,583

$ 392,439
Europe, Middle East and Africa

197,612

191,817
Asia Pacific

28,662

28,613
Total revenue

$ 550,857

$ 612,869





Stock-based Compensation
(unaudited, dollars in thousands)


Three Months Ended


December 28,
2024

December 30,
2023
(In thousands)




Cost of revenue

$ 1,349

$ 654
Research and development

13,315

8,979
Sales and marketing

5,632

3,815
General and administrative

5,038

5,910
Total stock-based compensation expense

$ 25,334

$ 19,358

Amortization of Intangibles
(unaudited, dollars in thousands)


Three Months Ended


December 28,
2024

December 30,
2023
Cost of revenue

$ 3,330

$ 972
Research and development

178

496
Sales and marketing

-

-
General and administrative

23

24
Total amortization of intangibles

$ 3,531

$ 1,492





Use of Non-GAAP Measures
We have provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles (“U.S. GAAP”), including adjusted EBITDA, adjusted EBITDA margin, free cash flow, non-GAAP gross margin, net income excluding stock-based compensation, legal and transaction related fees, amortization of intangibles, and restructuring and abandonment costs and diluted earnings per share excluding stock-based compensation, legal and transaction related fees, amortization of intangibles and restructuring and abandonment costs. These non-GAAP financial measures are not based on any standardized methodology prescribed by U.S. GAAP and are not necessarily comparable to similarly titled measures presented by other companies. We use these non-GAAP financial measures to evaluate our operating performance and trends and make planning decisions. We believe that these non-GAAP financial measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses and other items that we exclude in these non-GAAP financial measures. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects and allowing for greater transparency with respect to a key financial metric used by our management in its financial and



operational decision-making. Non-GAAP financial measures should not be considered in isolation of, or as an alternative to, measures prepared in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of these financial measures to their nearest U.S. GAAP financial equivalents provided in the financial statement tables above. We define Adjusted EBITDA as net income adjusted to exclude the impact of depreciation and amortization, stock-based compensation expense, interest income, interest expense, other income, income taxes, restructuring and abandonment costs, legal and transaction related fees and other items that we do not consider representative of our underlying operating performance. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. We define free cash flow as net cash from operations less purchases of property and equipment. We define non-GAAP gross margin as GAAP gross margin, excluding stock-based compensation and amortization of intangible assets. We calculate non-GAAP net income excluding stock-based compensation, legal and transaction related fees, amortization of intangibles and restructuring and abandonment costs as net income less stock-based compensation, legal and transaction related fees, amortization of intangibles and restructuring and abandonment costs. We calculate non-GAAP diluted earnings per share excluding stock-based compensation, legal and transaction related fees, amortization of intangibles and restructuring and abandonment costs as net income less stock-based compensation, legal and transaction related fees, amortization of intangibles and restructuring and abandonment costs divided by our number of shares at fiscal year end. We do not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because we cannot do so without unreasonable effort due to unavailability of information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, we do so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for items such as stock-based compensation, which is inherently difficult to predict with reasonable accuracy. Stock-based compensation expense is difficult to estimate because it depends on our future hiring and retention needs, as well as the future fair market value of our common stock, all of which are difficult to predict and subject to constant change. In addition, for purposes of setting annual guidance, it would be difficult to quantify stock-based compensation expense for the year with reasonable accuracy in the current quarter. As a result, we do not believe that a GAAP reconciliation would provide meaningful supplemental information about our outlook.
Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding our long-term outlook, financial, growth and business strategies and opportunities, our product roadmap, market growth and our market share, our ability to expand our footprint with existing customers, our operating model and cost structure, our expectations with respect to restructuring and related charges and the timing and amounts of such charges, and other factors affecting variability in our financial results. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors, including, but not limited to: difficulties in and effect of implementing improvements to our operating model and cost structure; the risk that restructuring and related charges may be greater than anticipated or not occur in the expected time frame; local law requirements in various jurisdictions regarding elimination of positions; our ability to accurately forecast product demand and effectively forecast and manage owned and channel inventory levels; our ability to introduce software updates to our new app on a timely basis and otherwise deliver on our action plan to address issues caused by our new app and related customer commitments; our ability to maintain, enhance and protect our brand image; the impact of global economic, market and political events, including continued inflationary pressures, high interest rates and, in certain markets, foreign currency exchange rate fluctuations; changes in consumer income and overall consumer spending as a result of economic or political uncertainty or conditions; changes in consumer spending patterns; our ability to successfully introduce new products and services and maintain or expand the success of our existing products; the success of our efforts to expand our direct-to-consumer channel; the success of our financial, growth and business strategies; our ability to compete in the market and maintain or expand



market share; our ability to maintain relationships with our channel, distribution and technology partners; our ability to meet product demand and manage any product availability delays; supply chain challenges, including shipping and logistics challenges and component supply-related challenges; our ability to protect our brand and intellectual property; our use of artificial intelligence; and the other risk factors identified in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K and subsequent filings. Copies of our SEC filings are available free of charge at the SEC’s website at www.sec.gov, on our investor relations website at https://investors.sonos.com/reports-and-filings/default.aspx or upon request from our investor relations department. All forward-looking statements herein reflect our opinions only as of the date of this press release, and we undertake no obligation, and expressly disclaim any obligation, to update forward-looking statements herein in light of new information or future events. Sonos and Sonos product names are trademarks or registered trademarks of Sonos, Inc. All other product names and services may be trademarks or service marks of their respective owners.
About Sonos
Sonos (Nasdaq: SONO) is one of the world’s leading sound experience brands. As the inventor of multi-room wireless home audio, Sonos’ innovation helps the world listen better by giving people access to the content they love and allowing them to control it however they choose. Known for delivering an unparalleled sound experience, thoughtful home design aesthetic, simplicity of use and an open platform, Sonos makes the breadth of audio content available to anyone. Sonos is headquartered in Santa Barbara, California. Learn more at www.sonos.com.

Investor Contact
James Baglanis
IR@sonos.com

Press Contact
Erin Pategas
PR@sonos.com

Source: Sonos

v3.25.0.1
Cover
Feb. 06, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 06, 2025
Entity Registrant Name SONOS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38603
Entity Tax Identification Number 03-0479476
Entity Address, Address Line One 301 Coromar Drive
Entity Address, City or Town Santa Barbara
Entity Address, State or Province CA
Entity Address, Postal Zip Code 93117
City Area Code 805
Local Phone Number 965-3001
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol SONO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001314727
Amendment Flag false

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