SLND Southland Holdings Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): March 4, 2024

 

 

SOUTHLAND HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41090		87-1783910
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

 

1100 Kubota Drive

Grapevine, TX 76051

(Address of Principal Executive Offices) (Zip Code)

 

(817) 293-4263

(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. below):

 

☐	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 class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		SLND		NYSE American LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share		SLND WS		NYSE American 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. ☐

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 4, 2024, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter and full year ended December 31, 2023. Additional information is included in the Company’s press release. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The foregoing description of the press release is qualified in its entirety by reference to the attached exhibit.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit		Description
99.1		Press Release dated March 4, 2024.
104		Cover Page Interactive Data File (embedded within 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.

 

Dated: March 4, 2024	SOUTHLAND HOLDINGS, INC.
	By:	/s/ Frank S. Renda
		Name:	Frank S. Renda
		Title:	President and Chief Executive Officer

 

 

Exhibit 99.1

 

Southland Announces Fourth Quarter & Full Year 2023 Results

 

GRAPEVINE, Texas, March 4, 2024 (BUSINESS WIRE) -- Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter and full year ended December 31, 2023.

 

Fourth Quarter 2023 Results Include:

 

●

Revenue of $316.2 million for the quarter ended December 31, 2023, up 7% from $294.8 million for the quarter ended December 31, 2022.

 

●

Gross profit of $21.1 million for the quarter ended December 31, 2023, compared to $35.9 million for the quarter ended December 31, 2022.

 

●

Net loss attributable to stockholders of $5.6 million, or $(0.12) per share for the quarter ended December 31, 2023, compared to a net income attributable to stockholders of $19.5 million for the quarter ended December 31, 2022.

 

●

EBITDA of $9.1 million for the quarter ended December 31, 2023, compared to $32.0 million for the quarter ended December 31, 2022.

 

●

New awards of approximately $600 million in the quarter.

 

●

Backlog of $2.83 billion, up 12% compared to $2.54 billion as of September 30, 2023.

 

Full Year 2023 Results Include:

 

●

Revenue of $1.2 billion for the year ended December 31, 2023, approximately flat from $1.2 billion for the year ended December 31, 2022.

 

●

Gross profit of $35.8 million for the year ended December 31, 2023, compared to $140.9 million for the year ended December 31, 2022.

 

●

Net loss attributable to stockholders of $19.3 million, or $(0.41) per share for the year ended December 31, 2023, compared to a net income attributable to stockholders of $60.5 million for the year ended December 31, 2022.

 

●

Adjusted Net loss attributable to stockholders of $38.7 million, or $(0.82) per share for the year ended December 31, 2023, compared to a net income attributable to stockholders of $60.5 million for the year ended December 31, 2022.(1)

 

(1)

Please refer to “Non-GAAP Measures” and reconciliations for our non-GAAP financial measures, including, “Adjusted Net Loss,” and “Adjusted Net Loss Per Share”

 

Southland’s President and Chief Executive Officer, Frank Renda, said, “We fought many headwinds in 2023, yet continued to better position ourselves for the future. I'm proud of our teams for making solid operational headway in challenging circumstances as our legacy backlog continues to decline, and recently awarded new projects ramp up construction activities. We finished the year with approximately $600 million of new awards in the fourth quarter and we remain optimistic about the opportunities we are tracking in our core business fueled by local, state, and federal spending as we progress in 2024.

 

 

2023 Fourth Quarter & Full Year Results

 

Condensed Consolidated Statements of Operations

 

		Three Months Ended
(Amounts in thousands)		December 31, 2023				December 31, 2022
Revenue		$	316,189			$	294,804
Cost of construction			295,053				258,948
Gross profit			21,136				35,856
Selling, general, and administrative expenses			19,929				14,836
Operating income			1,207				21,020
Gain on investments, net			33				3
Other income, net			21				1,268
Interest expense			(5,681	)			(2,574	)
Earnings (losses) before income taxes			(4,420	)			19,717
Income tax expense (benefit)			2,919				(455	)
Net income (loss)			(7,339	)			20,172
Net income (loss) attributable to noncontrolling interests			(1,776	)			634
Net income (loss) attributable to Southland Stockholders		$	(5,563	)		$	19,538
Net income per share attributable to common stockholders
Basic(1)		$	(0.12	)
Diluted(1)		$	(0.12	)
Weighted average shares outstanding
Basic(1)			47,877,558
Diluted(1)			47,877,558

 

(1)

Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended December 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.

 

Revenue for the three months ended December 31, 2023, was $316.2 million, an increase of $21.4 million, or 7.3%, compared to the three months ended December 31, 2022. Materials & Paving business contributed $45.7 million to revenue in the three months ended December 31, 2023.

 

Gross profit for the three months ended December 31, 2023, was $21.1 million, a decrease of $14.7 million, or 41.1%, compared to gross profit of $35.9 million for the three months ended December 31, 2022. Gross profit margin decreased from 12.2% to 6.7% for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Materials & Paving business negatively impacted gross profit by $15.9 million in the three months ended December 31, 2023.

 

Selling, general, and administrative costs for the three months ended December 31, 2023, were $19.9 million, an increase of $5.1 million, or 34.3%, compared to the three months ended December 31, 2022. Selling, general, and administrative costs as a percent of revenue were 6.3% for the three months ended December 31, 2023, compared to 5.0% for the three months ended December 31, 2022.

 

 

Condensed Consolidated Statements of Operations

 

		Year Ended
(Amounts in thousands)		December 31, 2023				December 31, 2022
Revenue		$	1,160,417			$	1,161,431
Cost of construction			1,124,603				1,020,497
Gross profit			35,814				140,934
Selling, general, and administrative expenses			67,195				58,231
Operating income (loss)			(31,381	)			82,703
Gain (loss) on investments, net			30				(76	)
Other income, net			23,580				2,204
Interest expense			(19,471	)			(8,891	)
Earnings (losses) before income taxes			(27,242	)			75,940
Income tax expense (benefit)			(8,527	)			13,290
Net income (loss)			(18,715	)			62,650
Net income attributable to noncontrolling interests			538				2,108
Net income (loss) attributable to Southland Stockholders		$	(19,253	)		$	60,542
Net income (loss) per share attributable to common stockholders
Basic(1)		$	(0.41	)
Diluted(1)		$	(0.41	)
Weighted average shares outstanding
Basic(1)			47,088,813
Diluted(1)			47,088,813

 

(1)

Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the twelve months ended December 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.

 

Revenue for the year ended December 31, 2023, was $1,160.4 million, a decrease of $1.0 million, or 0.1%, compared to the year ended December 31, 2022. Materials & Paving business contributed $188.3 million to revenue in the year ended December 31, 2023.

 

Gross profit for the year ended December 31, 2023, was $35.8 million, a decrease of $105.1 million, or 74.6%, compared to gross profit of $140.9 million for the year ended December 31, 2022. Gross profit margin decreased from 12.1% to 3.1% for the year ended December 31, 2023, compared to the year ended December 31, 2022. Materials & Paving business negatively impacted gross profit by $86.6 million in the year ended December 31, 2023.

 

Selling, general, and administrative costs for the year ended December 31, 2023, were $67.2 million, an increase of $9.0 million, or 15.4%, compared to the year ended December 31, 2022. Selling, general, and administrative costs as a percent of revenue were 5.8% for the year ended December 31, 2023, compared to 5.0% for the year ended December 31, 2022.

 

 

Segment Revenue

 

		Three Months Ended
(Amounts in thousands)		December 31, 2023								December 31, 2022
						% of Total								% of Total
Segment		Revenue				Revenue				Revenue				Revenue
Civil		$	108,260				34.2	%		$	84,021				28.5	%
Transportation			207,929				65.8	%			210,783				71.5	%
Total revenue		$	316,189				100.0	%		$	294,804				100.0	%

 

		Year Ended
(Amounts in thousands)		December 31, 2023								December 31, 2022
						% of Total								% of Total
Segment		Revenue				Revenue				Revenue				Revenue
Civil		$	337,524				29.1	%		$	305,324				26.3	%
Transportation			822,893				70.9	%			856,107				73.7	%
Total revenue		$	1,160,417				100.0	%		$	1,161,431				100.0	%

 

Segment Gross Profit

 

		Three Months Ended
(Amounts in thousands)		December 31, 2023								December 31, 2022
						% of Segment								% of Segment
Segment		Gross Profit				Revenue				Gross Profit				Revenue
Civil		$	24,549				22.7	%		$	17,149				20.4	%
Transportation			(3,413	)			(1.6	)%			18,707				8.9	%
Gross profit		$	21,136				6.7	%		$	35,856				12.2	%

 

		Year Ended
(Amounts in thousands)		December 31, 2023								December 31, 2022
						% of Segment								% of Segment
Segment		Gross Profit				Revenue				Gross Profit				Revenue
Civil		$	51,686				15.3	%		$	45,464				14.9	%
Transportation			(15,872	)			(1.9	)%			95,470				11.2	%
Gross profit		$	35,814				3.1	%		$	140,934				12.1	%

 

 

Adjusted EBITDA Reconciliation

 

		Three Months Ended								Year ended
(Amounts in thousands)		December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
Net income (loss) attributable to Southland Stockholders		$	(5,563	)		$	19,538			$	(19,253	)		$	60,542
Depreciation and amortization			5,825				10,534				30,529				45,697
Income taxes (benefit)			2,919				(455	)			(8,527	)			13,290
Interest expense			5,681				2,574				19,471				8,891
Interest income			215				(143	)			(1,143	)			(172	)
EBITDA			9,077				32,048				21,077				128,248
Transaction related costs			-				-				1,594				-
Contingent earnout consideration non-cash expense reversal			-				-				(20,689	)			-
Adjusted EBITDA		$	9,077			$	32,048			$	1,982			$	128,248

 

Backlog

 

(Amounts in thousands)		Backlog
Balance: December 31, 2022		$	2,973,885
New contracts, change orders, and adjustments			1,011,797
Gross backlog			3,985,682
Less: contract revenue recognized in 2023			(1,150,716	)
Balance December 31, 2023		$	2,834,966

 

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share Attributable to Common Stock Reconciliation

 

		Three Months Ended								Year Ended
(Amounts in thousands except shares and per share data)		December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
Reconciliation of adjusted net income (loss) attributable to common stock:
Net income (loss) attributable to common stock (GAAP as reported)		$	(5,563	)		$	35,199			$	(19,253	)		$	60,542
Adjustments:
Transaction related costs			-				-				1,594				-
Contingent earnout consideration non-cash expense			-				-				(20,689	)			-
Income tax impact of adjustments(1)			-				-				(311	)			-
Adjusted net income (loss) attributable to common stockholders		$	(5,563	)		$	35,199			$	(38,659	)		$	60,542
Weighted average shares outstanding for diluted and adjusted diluted earnings per share(2)			47,877,558								47,088,813
Diluted earnings (loss) per share attributable to common stock(2)		$	(0.12	)						$	(0.41	)
Adjusted diluted earnings (loss) per share attributable to common stock(2)		$	(0.12	)						$	(0.82	)

 

(1)

The income tax impact of adjustments that are subject to tax is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods.

(2)

Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023, will not present share or per share data. Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the nine months ended December 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented

 

 

Condensed Consolidated Balance Sheets

 

		As of
(Amounts in thousands, except shares and per share data)		December 31, 2023				December 31, 2022
ASSETS
Current assets
Cash and cash equivalents		$	49,176			$	57,915
Restricted cash			14,644				14,076
Accounts receivable, net			194,869				135,678
Retainage receivables			109,562				122,682
Contract assets			554,202				512,906
Other current assets			20,083				24,047
Total current assets			942,536				867,304
Property and equipment, net			102,150				114,084
Right-of-use assets			12,492				16,893
Investments - unconsolidated entities			121,648				113,724
Investments - limited liability companies			2,590				2,590
Investments - private equity			3,235				3,261
Deferred tax asset			11,496				-
Goodwill			1,528				1,528
Intangible assets, net			1,682				2,218
Other noncurrent assets			1,711				3,703
Total noncurrent assets			258,532				258,001
Total assets			1,201,068				1,125,305
LIABILITIES AND EQUITY
Current liabilities
Accounts payable		$	162,464			$	126,385
Retainage payable			40,950				33,677
Accrued liabilities			124,667				121,584
Current portion of long-term debt			48,454				46,322
Short-term lease liabilities			14,081				16,572
Contract liabilities			193,351				131,557
Total current liabilities			583,967				476,097
Long-term debt			251,906				227,278
Long-term lease liabilities			5,246				10,032
Deferred tax liabilities			2,548				3,392
Long-term accrued liabilities			49,109				47,219
Other noncurrent liabilities			47,728				1,403
Total long-term liabilities			356,537				289,324
Total liabilities			940,504				765,421
Commitments and contingencies (see Note 17)
Stockholders’ equity
Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding in 2023			-				-
Preferred stock, $1.00 par value, authorized 24,400,000 shares issued and outstanding in 2022			-				24,400
Common stock, $0.0001 par value, authorized 500,000,000 shares, 47,891,984 and none issued and outstanding in 2023 and 2022, respectively			5				-
Additional paid-in-capital			270,330				-
Accumulated deficit			(19,253	)			-
Accumulated other comprehensive loss			(1,460	)			(2,576	)
Members’ capital			-				327,614
Total stockholders’ equity			249,622				349,438
Noncontrolling interest			10,942				10,446
Total equity			260,564				359,884
Total liabilities and equity		$	1,201,068			$	1,125,305

 

 

Condensed Consolidated Statement of Cash Flows

 

		Year Ended
(Amounts in thousands)		December 31, 2023				December 31, 2022
Cash flows from operating activities:
Net income (loss)		$	(18,715	)		$	62,650
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization			30,529				45,697
Loss on extinguishment of debt			631				-
Deferred taxes			(12,341	)			(2,103	)
Change in fair value of earnout liability			(20,689	)			-
Share-based compensation			891				-
Gain on sale of assets			(1,328	)			(3,377	)
Foreign currency remeasurement loss (gain)			(109	)			548
Earnings from equity method investments			(7,740	)			(9,299	)
TZC investment present value accretion			(2,449	)			(2,355	)
Gain on trading securities, net			(26	)			(260	)
Changes in assets and liabilities:
Accounts receivable			(48,971	)			(18,432	)
Contract assets			(42,921	)			(138,677	)
Other current assets			4,136				(1,293	)
Right-of-use assets			4,402				(1,315	)
Accounts payable and accrued liabilities			46,608				(13,546	)
Contract liabilities			61,775				20,049
Operating lease liabilities			(4,314	)			1,264
Other			367				(5,753	)
Net cash used in operating activities			(10,264	)			(66,202	)
Cash flows from investing activities:
Purchase of property and equipment			(10,846	)			(4,765	)
Proceeds from sale of property and equipment			8,813				10,064
Loss on investment in limited liability company			-				336
Proceeds from the sale of trading securities			61				927
Distributions received from equity method investees			7,000				-
Capital contribution to investees			(540	)			(1,000	)
Net cash provided by (used in) investing activities			4,488				5,562
Cash flows from financing activities:
Borrowings on revolving credit facility			8,000				75,000
Payments on revolving credit facility			(13,000	)			-
Borrowings on notes payable			115,265				281
Payments on notes payable			(123,720	)			(42,934	)
Payments of deferred financing costs			(565	)			-
Pre-payment premium			(471	)			-
Advances to related parties			(242	)			(1,603	)
Payments from related parties			-				5
Payments on finance lease			(4,835	)			(8,157	)
Distribution to members			(110	)			(2,457	)
Proceeds from merger of Legato II and Southland LLC			17,088				-
Net cash provided by financing activities			(2,590	)			20,135
Effect of exchange rate on cash			195				1,254
Net decrease in cash and cash equivalents and restricted cash			(8,171	)			(39,251	)
Beginning of period			71,991				111,242
End of period		$	63,820			$	71,991
Supplemental cash flow information
Cash paid for income taxes		$	7,587			$	10,392
Cash paid for interest		$	18,277			$	9,044
Non-cash investing and financing activities:
Lease assets obtained in exchange for new leases		$	13,875			$	19,558
Assets obtained in exchange for notes payable		$	10,884			$	4,091
Issuance of post-merger earn out shares		$	35,000				-
Dividend financed with notes payable		$	50,000				-

 

 

Conference Call

 

Southland will host a conference call at 10:00 a.m. Eastern Time on Tuesday, March 5, 2024. The call may be accessed here, or at www.southlandholdings.com. Following the conference call, a replay will be available on Southland’s website.

 

About Southland

 

Southland is a leading provider of specialized infrastructure construction services. With roots dating back to 1900, Southland and its subsidiaries form one of the largest infrastructure construction companies in North America, with experience throughout the world. The company serves the bridges, tunnelling, communications, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipeline end markets. Southland is headquartered in Grapevine, Texas.

 

For more information, please visit Southland’s website at www.southlandholdings.com.

 

Non-GAAP Financial Measures

 

This press release includes certain unaudited financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including but not limited to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), backlog, adjusted net income (loss), adjusted net income (loss) per share and certain ratios and other metrics derived therefrom. Note that other companies may calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. Southland believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Southland’s financial condition and results of operations. Southland also believes that these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non-GAAP financial measures.

 

Please see the accompanying tables for reconciliations of the following non-GAAP financial measures for Southland’s current and historical results: adjusted net income (loss) per share attributable to common stock (a non-GAAP financial measure) to net income (loss) per share attributable to common stock; and adjusted net income (loss) attributable to common stock, and Adjusted EBITDA (non-GAAP financial measures) to net income (loss) attributable to common stock.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Southland’s current beliefs, expectations and assumptions regarding the future of Southland’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Southland’s control. Southland’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

 

Any forward-looking statement made by Southland in this press release is based only on information currently available to Southland and speaks only as of the date on which it is made. Southland undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

 

Southland Contacts:

 

Cody Gallarda

EVP, Chief Financial Officer

cgallarda@southlandholdings.com

 

Alex Murray

Corporate Development & Investor Relations

amurray@southlandholdings.com

 

v3.24.0.1

Cover	Mar. 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 04, 2024
Entity File Number	001-41090
Entity Registrant Name	SOUTHLAND HOLDINGS, INC
Entity Central Index Key	0001883814
Entity Tax Identification Number	87-1783910
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1100 Kubota Drive
Entity Address, City or Town	Grapevine
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76051
City Area Code	(817)
Local Phone Number	293-4263
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SLND
Security Exchange Name	NYSEAMER
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Trading Symbol	SLND WS
Security Exchange Name	NYSEAMER

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