WES S03E05: Required Documentation To Sell Your Online Business
So you’re looking to sell your online business and it’s getting down to the wire.
You started the business off the right way, maximized profits, and are looking to list your business for sale.
What documentation is required to actually sell the business?
That’s the question we’re tackling in today’s episode.
We’ll look at the earnings data you’ll need to collect along with the traffic data (if applicable), but we’ll also touch on the required documentation of processes and staff a buyer will be looking for in a purchase as well.
I’ll admit – this isn’t the most exciting topic and it can be frustrating to put all of this together. Still, it’s important to remember that you’re competing for a buyer/investor’s time and there are other deals out there. Putting all of your information together in an easily-reviewed, digestible way will help set you apart from the pack.
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Listen To The Full Interview:
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What You’ll Learn From This Episode:
- Importance Of Documentation
- Financial Documentation
- Traffic/Analytics Documentation
- Operational/Process Documentation
- Other Documentation
Ace Chapman: You’re only wasting your time as the seller by trying to hold out and holding that person in the deal as long as possible because at the end of the day, they’re still gonna walk.
Speaker 2: Buying and selling businesses just got a lot easier. Welcome to the Web Equity Show, where thousands of successful entrepreneurs go to learn about buying, growing, and selling online businesses. Your hosts, Justin Cooke and Ace Chapman share their real life advice, examples, and expert interviews to help you build and grow your own online portfolio. Now to your hosts, Justin and Ace.
Justin Cooke: Welcome to the Web Equity Show. I’m your host, Justin Cooke, I’m here with my co-host, Ace Chapman, and this is Season 3, Episode 5. We are talking documentation today, a really fun topic. Not fun, that sounds really boring actually, but we’re gonna try to make it a little more fun for ya.
Ace Chapman: Yeah, it’s one of those things, you know, it’s the next step in the process. It’s a necessary part of this before some entrepreneurs, they get into the tracking and documentation part of running a business. Before, a lot of other entrepreneurs is like, “Ugh, that is the last thing I want to spend time doing.” But once you start preparing to share your business with other potential buyers, the more documentation you have, the higher the price is gonna be.
Justin Cooke: Yeah, and the last episode, we looked at kind of twelve months out from selling your business all the way down to the wire. We kinda glossed over some of the documentation requirements. Well, that’s because we knew we were gonna be coming up with it in this episode. So we’re gonna get into that today.
And by the way, I should mention that there is quite a bit of work, and some people are like, “Oh it’s relatively easy, I just kind of get my business listed and I’m good.” Well, I think after listening to this, you’re gonna realize that there is quite a bit of work. There is a commitment you have to make if you’re looking to sell your business, it’s not as straightforward. I mean it is straightforward, but there’s a lot of stuff you need to do to prepare your business.
Ace Chapman: And this is gonna be a great episode for you. Because when talking to sellers, one of the things that’s a little bit overwhelming is not just the work that’s required, but just knowing what to include and so… You know, every business is gonna be a little bit different and we’ll talk a little bit about that, but we’re gonna give you the highlights of here is kind of all the things and all the different areas of your business that you need to be thinking about documenting, and how to pull that together for a potential buyer.
Justin Cooke: Yeah, we’re gonna try to cover it, you know across the board, but there’s all different types of businesses, so some businesses are gonna have different requirements. If we left something out, or you’re unsure, you can leave a comment on this episode, and we’ll try to get back to you and give you a real answer.
Again, we’re gonna cover documentation. We’re looking at how you can kinda anticipate what the buyers are gonna expect, and get you into the sales process.
Before we do that, buddy, we normally do “listener love” sections, whether iTunes, or Twitter. We don’t have any of those today, or this week. So I’m gonna do a question for you, Ace. I like this question, I ask a lot of people about their industry, but are there any uncommon or non-obvious predictions you have for our industry in the next two to three years? Is there anything that you think that might happen, maybe controversial, maybe not everyone would agree with you on it?
Ace Chapman: Well, I think a couple of things. You know, we’ve seen things happen in the past where there are huge shifts in certain industries and with the disappearance of Myspace, people totally forget about Bebo and Friendster, and just all of these things. And small businesses and businesses like the ones that we deal with haven’t really been caught up in that in a big way. And owning businesses that are really built on top of those platforms and so, I think one of the things that we’re gonna see is when this next thing happens, I think there are some things that are gonna be around for a while but some of these things are gonna be gone. And when one of those platforms completely disappears and somebody’s bought a business that is totally dependent on that, depending on the time of that could kinda hurt the industry a bit.
Justin Cooke: That’s interesting. So I mean, I hate to say it, but if Amazon went away, there’s no way that’s not-
Ace Chapman: Yeah, that’s what came to mind and I was like, “I hate to even say it.”
Justin Cooke: I know, jinxing it or something. But Amazon is so… It would be like saying, “What if Google went away?” That’s just not gonna happen. I mean Friendster’s different, I think. But you never know, right. These things do happen, they sneak up on you. I mean definitely something more like ClickBank, or something. That would seem to be more realistic to me. But again, yeah man, you never know.
Alright, buddy, let’s get into the episode. Season 3, Episode 5: Documentation, we’re talking financials and process.
Alright before we dive into this, let’s talk a little bit about the importance of documenting everything in your business if you’re gonna list it for sale. The first point I think is that it’s a quick and easy way for buyers to kind of initially review or scan your business. I mean a lot of times buyers are looking at many, many deals. And if you have documentation clearly laid out for them, they can kind of quickly go through the highlights and see if it’s a good fit for them. If you don’t have that laid out very clearly or very easily, they may just go, “I didn’t want to dig into this jumbled mess, I’m gonna go to the next one.” And you know, there’s a lot of deals out there for people to look at and you don’t wanna be the one that gets skipped over for the next one.
Ace Chapman: Yeah, and it adds trust if the numbers add up and everything makes sense. I mean I’ve definitely seen some documentation where it would have been better not to have any documentation cause all it did was raise a bunch of concern. And the person decides they would come back and answer those. But once you get that feeling of, “Agh, this isn’t making sense,” it’s hard to get rid of.
Justin Cooke: Yeah we double check the numbers from the listings we put up, because we don’t want to make a mistake. But we have over all the deals we’ve done, we have where we just donked it up and put the wrong numbers or something and as soon as someone points that out, we clean up right away, but… I mean it helps trusting the numbers match, if they don’t, it can be problematic, so make sure that you’ve double-checked and triple-checked your numbers.
It also I think, by having all your documentation, all your ducks in a row, it can reassure that the buyer will be able to run the business after they purchase it from you. So if I’m looking at potentially buying your business, or your website, and I have some concerns about my ability to run it after I purchase, and you show me your SOPs, and kind of a laid out transition process where it’s gonna go from you to me in terms of taking over, and I see a clear path for taking over and running it, I’m gonna feel much more confident in buying your website, maybe versus another one I’ve been looking at.
Ace Chapman: Yeah, it’s just the weight of not only this industry, but just in general. People have a short attention span. So if it’s not looking right, they’re gonna go to the next one. One of the other things is the perceived value of the business is a lot higher when they feel like every time they have a question, it’s being answered as soon as they anticipate it, and you’re competing with all the other business out there. So you have to kinda not feel like, “Oh, well, I’ve got this commodity.” What you have is different and special, but you’re competing with those other businesses and how you communicate that.
Justin Cooke: Yeah, I mean as we said earlier, if buyers are looking from deal to deal to deal, and since you’re competing with other deals out there, other places for buyers to put their money, you wanna be a little bit better than your competition, right? So if the other listings, you wanna have you documentation a little bit better, have your ducks a little bit better in a row, and have everything documented and ready to go so that hopefully they choose you. You can be the bell of the ball.
Alright, man. Let’s get into the financial documentation first. So the first thing that you’re gonna need to prepare is a profit/loss. This doesn’t have to be complicated, it can be a spreadsheet. You know, you’ve filled out QuickBooks, or a report from QuickBooks or whatever accounting software you use would be even better. You’re gonna want it to be at least the last twelve months. That is gonna be kind of a minimum, assuming you have twelve months of earnings to share. The entire length of the business is even better, so if you’ve been around two or three years, having a profit/loss for the last two or three years would be ideal.
Ace Chapman: Absolutely.
Justin Cooke: And what a profit/loss is really gonna show is just gonna have your total, top line sales revenue, you’re gonna have all of your costs and expenses in there, with a breakdown showing your net profit month over month. You just need to break it down by month. I’ve seen people do it on a daily basis, oh my god, month over month is fine in the spreadsheet. So they’re not gonna use this, this isn’t a due diligence doc, I mean they’re not gonna go, “Oh, they’ve got a spreadsheet, these numbers have to be right.” No, again a quick glance, it’s a way for a buyer to just kind of quickly look at it, see if the financials make sense and if they’re in the ballpark of what they’re looking for.
Ace Chapman: Yeah, so on the front end all you’re doing is kind of wetting their appetite, but the info has to be correct and you really want to include as much as possible so it’s not a due diligence document, but you don’t want a situation where you share a profited loss and there’s some obvious expense that should have been included, but you figured, “Oh I’ll just wait and tell about that in due diligence.” That will annoy the buyer. You also might, depending on the business, go ahead up front and include invoices, you know if your business has some assets and liabilities, you’ll wanna do some kind of balance sheet. Breaking down the inventory, if you’re a eCommerce business, so as you start to see, each business is gonna be a little bit different, but you want to think about your business and figure out, “What should I go ahead and share with them up front?”
Justin Cooke: Yeah, balance sheet for assets, definitely have some idea on inventory, and you should probably denote whether it’s dead inventory, or it’s actively selling inventory. About how many months you have left I think is ideal as well. That’s really helpful.
Going back to the profit and loss really quick, don’t worry about if you have a down month, or two down months or something, that’s not the worst thing in the world. Any savvy buyer is gonna be able to notice that. Also, if you’re working with a broker, generally they’ll be able to help you kind of go through and make sure the numbers match up. And also take out anything, any expenses that don’t necessarily need to be included or counted for, especially when it comes to evaluation. So if you took this kind of, I’m doing the air quotes here, but this “business trip,” and that doesn’t necessarily need to be included, then maybe you can take that out as well.
Alright, man, let’s talk about the profit loss. We need something to match that too. So there are some due diligence financials that you can prepare because buyers are gonna be asking for it. So you have this great profit/loss spreadsheet or report, but that needs to match something. So you’re gonna wanna have bank statements, you’re gonna want merchant statements, you’re gonna want dashboard reports, you’re gonna want tax returns depending on the type of business you’re dealing with. But basically what you want to do is… Let’s say it’s an affiliate site. You’re gonna wanna take that profit loss and match it to your… Let’s say Amazon affiliate dashboard to show what your earnings were month over month. And then you wanna take that and be able to match that up to bank statements to show that you made those deposits, that you actually received that money. So there’s a clear trail of where the money went, and it matches up, then buyers are like, “Okay, great.” And they can use that for their due diligence. Same goes with tax returns, and some of the merchant statements you can get.
Ace Chapman: Yeah, if you wanna kind of break down some of these things, I feel like sometimes people put together a bunch of numbers and they may have things included in marketing where they’ve got an employee, but that employee does marketing and that’s in with the marketing expenses. You wanna try and look at things from as many different perspectives as possible. So I really love when somebody breaks down the cost per acquisition, and what’s that gonna be and what does it take to get their customer? I love when people break down, “Here’s our shipping cost of the inventory. Here’s the actual inventory, and this is how that inventory breaks down.” Just the more that you can break things down, the better.
Justin Cooke: Yeah, that’s really important with physical goods. You’re selling a physical product, and you sell for a hundred dollars, three dollars goes here, eight dollars goes there, and if you’re able to show that… And then of course that matches everything else. But if you’re able to get a breakdown, cost of goods are this, marketing is this, shipping is this, and here’s the profit left over. Buyers really like to see that. And you can do that with anything. If you’re a SaaS business, you wanna show your cost per customer acquisition, right, you wanna show your manager costs to run it on a monthly basis, your tech or customer service or customer support costs. And you can show that as opposed to or out of the lifetime value budget for your average customer, so that’s helpful.
Alright, man, so that’s it for financial documentation. Let’s talk traffic and analytics a little bit. Now, this is gonna vary heavily, depending on what type of business you have. You may have a business that doesn’t really have any traffic or it definitely doesn’t require you document it, but those of you that do have traffic you need to document, you should really have one of two pieces of analytic software. Either Google Analytics or Clicky. There are lots of other pieces of software you can use. The problem with a lot of them is they’re self-hosted and they’re easily manipulated, or they don’t go into enough depth for a buyer to do their due diligence. So if they’re looking for bot traffic, or fake traffic, or see if you manipulated it, they’re just not easily apparent. Whereas it is with Google Analytics or Clicky, they can get that information. So you’re gonna want at least three months. So if you’re thinking about selling your business, make sure you add Google Analytics or Clicky, honestly you should probably be using it from the start so you can track your traffic.
Another thing you’re gonna want is to know what you’re main key word rankings are whether it’s on Google or Amazon, what are you getting most of your traffic for? What’s your position? And you wanna highlight those so the buyers can see, “Okay, here’s where I’m getting my organic traffic from,” whether it’s through the Google Search Engine, or through Amazon direct. You’re gonna wanna do this for both organic and paid traffic. Just kind of highlight your key terms, your key key words, so that buyers can take a look at it and determine whether or not that works for them, and something they like or they don’t like [inaudible 00:14:42].
Ace Chapman: And this really ties in to cost requisition as well as just overall value of the business, but people are gonna wanna know, “What’s the lifetime value you get from a visitor to a customer? What’s the lifetime value of those folks?” And then, “What’s the turn of the business?” And as much as you can break that down, the better. That’s a big thing right now because I think… Back in the day it wasn’t as big a thing, Justin, and people started to realize, “Okay, a business can be doing really amazing for a year, and it’s a bunch of new customers coming in.” And then if you start to see as the new customers dive down, then everybody’s leaving, and it can turn to nothing. So churn-
Justin Cooke: Yeah, the churn and burn, right? The churn and burn process, oh yeah. If they’re dropping customers like crazy, your cost for acquisition may go up, which would make it then unviable, you may not be able to get your channels may dry up, you may not be able to get those customers to view those channels anymore, because you’ve used them up so we have lots of issues there.
Let’s talk operational or process documentation. On the operational side, the first thing you should get together is a cheat sheet. And this basically shows what you, as the entrepreneur, as the business owner, does on a daily, on a weekly, on a monthly basis. This may be anything from a few points kind of written out, daily, weekly, monthly. To a one to two page document that goes into some depth. Now you don’t wanna have like, “Here’s what I do: Step one, step two, step three,” it’s more of an SOP. But you do wanna have a cheat sheet on, “Here are my tasks, my daily, weekly, and monthly tasks.” And what that does is just kind of highlights what your work is for a potential buyer, gives them some idea as to what you’re doing, and starts giving them some ideas on what they could do or how they could add value to the business.
Ace Chapman: And this is one of the things I’m always telling buyers. You gotta get this breakdown, because in a person’s head, they’re gonna feel like, “Oh, I’m only putting in ten hours a week.” But you start to break down the tasks, and because they’re doing a few hours here, a few hours there, they don’t realize they’re really spending twenty-five, thirty hours a week. And it’s not a big deal, because it’s their full-time thing, but you’re willing to do it on the side, so that’s crucial…
And you know for the seller you want to put somebody in a good position when they’re in the business, if they’re gonna be able to deliver, they’re not bugging you that they’re not able to get the stuff done. So it’s still a win-win on both sides. You also want to get the SOPs and you want to get that broken down by who is responsible. You know, if you have departments in the business, if you have VAs in the business, a real breakdown of who’s responsible for what. It’s just did a deal on a busi… Well I got four VAs, and there’s not clear breakdowns of who’s responsible for what, and so we had to go in and really assign, like, “Hey, at the end of the day, this is your responsibility. Even if somebody else does it, you’ve gotta make sure that it’s done.” Cause it’s… Throwing a bunch of to-dos at VAs isn’t very productive.
Justin Cooke: Yeah, yeah so every idea on what the VAs are doing and really having that written out is helpful. It’s also helpful with the “hit by a jeepney theory” on the Filipinos that have jeepneys. So jeepneys are like the buses, right? So the question is if your VA got hit by a jeepney, what would you do? What would the business do? And so having documented processes for what your VAs do, what you do, is helpful in case god forbid, someone got hit by a jeepney, how could you replace them with someone that continued to do the work?
Ace Chapman: And those things will hit you, I think you’re a lot more likely to get hit by a jeepney than a bus.
Justin Cooke: Sweet lord, yes absolutely.
The other thing you’re gonna want is a spreadsheet that has staff, now these are generally for larger businesses, but staff or VAs, even contractors as well. You want their name, the role they play, the hours they work, the pay they get, any comments about them, their personality, their working style, that kind of thing. And then you can just get basically a general overview of the people that work for the company, the resources they work with, the contractors you work with on a regular basis, so they have an idea on…
You know, maybe they have staff already, and they’re looking for ways to kinda cut costs or you know, they don’t know that it does involve all the staff and they need a… It’s better that they know up front. Let’s hope they’re if they’re not interested, they can move on, look at other business. You know, it’s sounds weird to say that when you’re selling your business, you want people to move on, right? But you want to scare people away if factually your business is just not a good fit for their wants. It involves managing employees, you want to stay right up front it involves managing employees, so that anyone that’s not down for that doesn’t waste their time. Cause otherwise, they’re gonna start digging through your business, they’re gonna do all this back and forth with you cause you were obfuscating. And then when it comes down to it, and they realize, “Oh, they have to manage this team,” they’re out. And they waste a bunch of your time, when you could have been focused on real potential buyers that would have been a better fit.
Ace Chapman: Another example of that is, you have people that say, “Oh, yeah, this is easily outsourced. I’m running it right now, but you could easily outsource what I do and it’s really simple.” And you go through the whole process, you get in, it’s like, “Man, there’s no way I could train a VA to do this.” So those kinds of things, you’re only wasting your time as the seller by trying to hold out and holding that person in the deal as long as possible, cause at the end of the day they’re still gonna walk.
Justin Cooke: Yep. Alright, man, so let’s talk about some other documentation you’re gonna want to prepare. Again, this may not be specific to your type of business, it may or may not apply if you have an Amazon affiliate site, it may not be… Some of these things may not apply whereas they might if it’s a larger business, so the first one would be KPIs, or key performance indicators. Every business has some types of metrics that they track on a regular basis to get a feel for where they’re at, how they’re doing, right? And so you’re gonna wanna be able to both pass those metrics over, and then give them some historical data if you have it. So if you said, “Look, we came from here to here. We’re answering this many tickets. Here’s our general support satisfaction numbers, you know here’s what they are over all time.” And then passing that information over to a buyer so they can continue they’re due diligence is key.
Ace Chapman: Yeah, you also wanna have on hand any contracts that you’ve got with clients, customers, and then the retention rate of those contacts. So if you are in a business where let’s say it’s an agency style business, and you’ve got customers that are paying you on a monthly basis, and you’re providing a service for them, you want to make sure that you’ve got records of that. And this can be tough, cause if I was a [inaudible 00:21:29], the last thing I wanna get in between us is paperwork, we’ve got somebody who said yes, and we want to deliver them a product. But if you can provide a contract to that buyer, that gives them the security that, “Hey this is somebody that’s gonna be around for a little while.” If you don’t have that contract, then you know, that same kinda business model. Having those retention rates, just like we talked about with the kind of churn and some kind of other businesses. How long do you typically have that customer? And give me just these kind of answers like, “Oh, people stay with us, they never wanna leave, blah, blah, blah,” is not valuable. You gotta break down the numbers.
Justin Cooke: Yeah, great point on the agency, Ace. So like, one of the things with agencies, selling agencies, a lot of times it will be less tax up front and it will be an earn out. Sometimes a lengthy earn out, right. And the entrepreneurs are sort of stuck. So we’re gonna do business for quite a while, when they earn that or not, they’re doing something for the business.
Now, if you can show contracts like guaranteed contracts, or they’re in for a year or two years or whatever the length of time, that can either… Sometimes you can use that as leverage to bump the cash up front, or to decrease the earn out period, especially if you have longer term contracts, and you can prove that and show that. Same thing goes with retention. If you’re an agency and you added a bunch of clients in the last three to four months, like buying your business on a larger multiple on such new clients is super risky to me. Especially if you have no contracts in place. Just like I’d think a fake, you know what I mean? It’s just really really difficult. It’s a lot better if you have three, four, five years of history with your clients. You’ve only lost maybe a couple, there wasn’t a good fit or something. That’s a much better, a much safer purchase for me as a buyer. I wanna feel safe that I’m gonna get a return. That the money should reasonably continue coming in as long as I’m running it properly, and hopefully I can grow it. So yeah, I wanna see that.
Ace Chapman: Yeah. It’s also valuable to get the details on the industry that you’re in as far as data and metrics. So if you could show somebody, and sometimes this impresses people. Hey, this isn’t just a small thing, there’s billion of dollars that are moving in this space. We’ve got .01% of it, and if we can get .03% of it, now we’ve tripled this business and can have a real explosion in something that’s really huge. So breaking that down can be valuable.
Justin Cooke: It’s important. I… I don’t know though. It’s a little bit of dream building, right? So you wanna have information about the industry, it’s a 4.6 billion dollar industry, and it’s like, “Wow, really? You have a catch that went to that.” But you know, it is a good idea to give them an idea and the adage, like a rising tide, the salt boat. So if you can show growth in the industry, it’s one of those where if I can just hang in there, I may be doing better a year from now, two years from now, three years from now, because I’m the growing niche or industry.
You’re also gonna wanna document all the additional assets of the business. This would be social media accounts, affiliate partnerships, any software you’ve built. Any software you built up but never actually implemented, just kind of sitting around, maybe something that you use internally, you’re gonna want to document that. Depending on how old your business is, the older it is, the more of these things that you have that you might have even forgotten about. So you’re gonna have to go back and take some inventory, really a checklist of these things is fine. Maybe I’m not making any money, but there may be some value to the buyer, so you want to make sure you document them. If they don’t require any work or a cash hog or anything, you might wanna put a note of that too so it doesn’t scare them off. They don’t think, “Oh my god, this is just a cost hog.” No, this is just things that I built a while back and they’re there for you if you want it.
The last kind of other documentation we’ll mention would be vendor connections. So what’s your relationship to the vendor? Is it your brother, sister, aunt, uncle? How long have you known them? Do you have any contracts or agreements in place? Is there an agreement on the price? What’s that? How long is that agreement for? If they’re delivering a product for you. You wanna kinda lay out your agreements or relationship with any vendors you have.
Ace Chapman: And the key with all of these is the more that you show the buyer up front, number one, you’re kinda saving yourself the headache of fighting it out later, but number two, they may have things they could do in the business that could really explode it. I mean I can’t tell you the number of times that someone makes a side comment as we’re having a conversation about something like a piece of software or some social media thing that they built an audience that they haven’t really used or whatever. And we realize, “Hey, we can do something with that.” And so the more you’re putting in the lap of that buyer, the better.
Justin Cooke: Yeah, it could mean the difference between it being a go or no go.
Alright, man, so that’s it. We’re gonna start wrapping this up. You know, as we said at the top of the show, there’s plenty of repairs, plenty of work you’re gonna need to do to prepare your business for sale. And we weren’t lying, you’re gonna have to get a lot of stuff together, but it’s generally worth it. You’re gonna want all this stuff together because ultimately you’re competing against other places to put their money. Other websites for sale, other businesses for sale. And if you can be a little bit better than them, a little bit clearer, with better documentation, you’re gonna be in a better position. You’re gonna wanna make sure that all of your documentation is clear, easy to read, that the numbers are matching across the board. So from your profit/loss, to the reports on the back end, to the deposits, and the bank account that there’s a clear line for the money and where it went. And then any SOPs, or operational process, you wanna make sure those are clear so the buyer’s comfortable that they could take over your business, and they’ll give it a run with that.
Last thing, make sure to prepare your due diligence materials for your buyer before they’ve even asked about it, they’ll appreciate it and it’ll really speed up the sale.
That’s it for this episode. Ace, did you dig it, man?
Ace Chapman: Yeah, man, I mean this isn’t the most exciting thing. Like we mentioned at the top of the call, but at the end of the day, if you get this stuff together, it’s exciting because it’s gonna add to your bottom lot and sale.
Justin Cooke: Yeah, if you’re listening to this and you dug the show, please head over to webequityshow.com and let us know. You can also drop us a review on iTunes, and we’ll really appreciate it, hopefully give you a shout on the show.
Last thing I’ll mention is next week we’ll be looking at the actual listing process. So if you’re looking to sell your business, that’s the one you’re not gonna wanna miss.
Thanks for listening to the show, appreciate having you.
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