Q4 2020 ODP Corp Earnings Call
[music].
Good morning, and welcome to the ODP Corporation fourth quarter, and full year, 'twenty and 'twenty enhanced earnings conference call all lines will be on a listen only mode for today's call after which instructions will be given in order to ask a question at the request of the ODP Corporation. Today's call is being recorded I would like to enter.
Produce Tim Perrott, Vice President Investor Relations. Mr. Perrott, you may now begin.
Good morning, and thank you for joining us for the ODP corporations enhanced earnings conference call.
This is Tim Perrott, and I'm here with Gerry Smith, our CEO and Anthony Scaglione, our executive Vice President and CFO of.
Also joining us today as David Blish, our executive Vice President and Chief legal and administrative officer.
As most of you know given recent events, we have decided to push back of our previously planned Investor day two of date later in the year.
And that said today, we will cover both of the review of our performance and the fourth quarter and full year 2020, and provide more insight into our strategy moving forward and 2021 and beyond.
We will begin today's call with David Blish, who will provide commentary regarding the public proposal made by U S. R and entity controlled by Sycamore partners, the owner of Staples to acquire the ODP Corporation.
After David's commentary Gerry will provide a review of our accomplishments in 2020 as well as our focus for 2021, including our progress on our beat of be pivot and digital transformation and.
Anthony will then cover our financial results for the fourth quarter, and 2020, including inside to maximize B to B retail optimization initiative.
We'll then move to Q&A.
Before we begin I need to inform you that certain comments made on this call include forward looking statements, which are subject to the safe Harbor provisions of the private Securities Litigation Reform Act of 1095.
These forward looking statements reflect the company's current expectations concerning future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially.
A detailed discussion of these risks and uncertainties are contained in the company's filings with the U S Securities and Exchange Commission.
During the call, we'll use some non-GAAP financial measures as we describe business performance.
And SEC filings as well as our earnings press release presentation slides that accompany today's comments and reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are all available on our website at Investor day, The ODP Corp Dot com.
Today's call and slide presentation is being simulcast on our website and will be archived there for at least one year.
I will now turn the call over to Odp's, Chief legal and administrative officer, David Blish David.
Thank you Tim before we turn to our performance for the most recent quarter. We will begin today with a summary of where we stand with regard to the public proposal made by Sycamore partners the owner of Staples to acquire the ODP Corporation.
On January 11 of Sycamore partners subsidiary, USR parent, which I will refer to Sycamore issued a press release published and the contents of of letter of intent to the board at the ODP Corporation proposing to acquire 100% of the issued and outstanding stock of the company for $40 per share and cash.
Sycamores proposal contemplated divestiture of our <unk> business unit to a hypothetical third party buyer that is yet to be identified.
Our board carefully reviewed the Sycamore proposal and consultation with our financial and legal advisors.
The board concluded that there is a more compelling path forward to create significant value for ODP and its shareholders without introducing the material of regulatory risk inherent and Sycamores proposal.
The board set forth at that path and letter to Sycamore dated January 19, 2021, which we published in our press release on the same day specifically.
Specifically, we stated that we are open to combining our retail and consumer facing e-commerce operations with staples under the right set of circumstances and on mutually acceptable terms.
Leave of joint venture that combines only the retail and consumer facing operations for both office depot, Officemax and staples would be of viable path to both maximize the synergies and efficiencies for both companies, while equally sharing the risk and benefits between our companies and would also help of the combined business maintained competitiveness against non traditional.
And of retailers and optimize ongoing choices for consumers and our letter. We also noted the significant regulatory risk inherent and Sycamores proposal, particularly in light of the prior failed merger attempt between the companies that regulatory authorities and of federal court blocked in 2016.
In that regard, we recently received a civil investigative demand from the U S. Federal Trade Commission, which is conducting an investigation of <unk> proposal. The CIB makes clear that the FTC has not only reviewing the proposals potential impact on competition with respect to the <unk> businesses, regardless of any proposed divestiture, but it is also conducting a thorough and broad review of extending that.
Every aspect of our businesses across every distribution channel.
Of our letter to Sycamore, we also called on Sycamore to expressly address the financial impact of the regulatory risk by committing to bear at through a customary hell or high water provision.
All of our high water provision as and customary clause incorporated into a purchase of merger agreement that generally requires of buyer to take all necessary actions, including required divestitures to close the transaction and the secure approval from competition authorities as well as litigate any antitrust challenges.
We have received no substantive response from Sycamore to our January 19 letter, but instead of been informed at Sycamore does not want to engage and substantive discussions until the regulatory process is completed.
In the meantime, we continue building on our <unk> strategy and other growth initiatives, which include our recent acquisition of buyer quest and other matters that Gerry and Anthony will discuss a little later.
With respect to comp become as previously disclosed we have initiated the sales process, which is well underway. We do not intend to provide any update on this process until such time as it is completed we hope. This was helpful recap of the current situation.
You will understand that we will not be able to go further into our discussion and information I have just provided and so we would ask that your questions. During the Q&A part of the call focus on other matters discussed on today's call by Gerry and Anthony.
On a separate matter given these developments and other related matters and queue for the company did not repurchase any shares in Q4 under its existing share repurchase authorization and.
And now I will turn the call over to our Chief Executive Officer Gerry Smith.
Thank you David and good morning to everyone joining our call today.
We appreciate you joining us this morning, and we hope at all of our listeners and their families are safe and healthy.
And I'm very happy to be here with you today to discuss our results for 2020.
And the progress we have made at our BTB pivot and digital transformation.
We are building and a very exciting future as we expand our value proposition and continue to position ODP to provide greater value and to our customers and pursue growth and higher value markets.
I would like to begin by discussing our performance in 2020 and the light of the significant challenges that were posed by the pandemic highlighted on slide five.
2020 was a year of unprecedented change as the role of has turned upside down as the COVID-19 pandemic rates across our nation and the world impacting the daily lives of US all conditions caused by the outbreak resulted and local restrictions and stay at home orders across the nation and the operations of many businesses.
Of our path employees of our sent home to work and schools were closed for end class learning.
People quickly, we're forced to adapt to how they interacted with one another and how they work and how they learn.
Businesses and consumers needed to be supported and multiple ways with different products and services and in many cases.
For environments.
Protocol for safety and the need for connectivity and collaboration became top of mind as individuals and business has shifted away from the office of schools and toy of work from home and learn from home environment.
Needless to say at this amount of change and uncertainty brought about and such a short period presented significant challenges for everyone and almost every industry.
For ODP and also presented unique challenges and as we look back on 2020 I'm happy to report that our team growth to meet these challenges.
<unk> two two of our core tenants of our team focused on meeting the rapidly changing needs of our customers.
And our expanded value proposition and all of the channel presence to help our customers thrive through the pandemic.
Our execution was outstanding during this unusual period, resulting in solid operating performance and free cash flow and.
Additionally, we remain steadfast in our journey to build and more valuable company by making significant progress on our BBB pivot and digital transformation positioning ODP for a more prosperous future.
This would not be possible without the relentless efforts of our entire team and I.
I'd like to say, thank you for all of our associates for their continued commitment and supporting our customers throughout the pandemic.
I can't express enough gratitude to our team and living up to our <unk> culture.
Serving customers and supporting our communities during the challenges posed by the COVID-19 outbreak at.
As shown on slide six.
We continue to set the highest standards for corporate responsibility and.
And investing in and giving back to our communities throughout the year.
To help with of pandemic conditions, we donated one $5 million.
And Americas COVID-19 response fund supporting local food banks across the country as a distributor of food to communities in need.
We also kicked off our keep schools going campaign connecting students for the tools and resources they need to learn from anywhere and teachers with the suppliers and they need to continue to engage and inspire students.
And we continue with our start proud program, turning school supplies and support of students and teachers.
And 2020, we also initiated our elevate together program and support of minority owned businesses and continue to expand our diversity and inclusion efforts and the company.
Additionally, we remained a strong steward of the environment.
Continuing with initiatives, reducing greenhouse gas emissions.
I am so proud to be the leader of a company with such a strong commitment to our communities the environment and a culture that elevates us all.
Now turning to slide seven as.
As we begin to discuss our accomplishments for 2020.
And our focus for the future.
Wanted to share with you our core strategic tenants for a path forward.
And as tenants at our guide as we address the challenges and then present and our industry.
For maturing product categories to declining overall macro retail trends to now the challenges posed by Covid and.
And over the past several years as you know we've been taking action.
And evolving our business improving our risk profile of the expanding of our value proposition by leveraging our strong BBB platform to meet our customers' growing needs.
This evolution has positioned us to pursue growth and higher value end markets with the right assets right relationships and the right team to execute at.
Create a more valuable company for our stakeholders.
Our first tenet is focused on optimizing our retail footprint.
Because we know the low cost model wins.
We have taken action and all areas of our business improving our cost structure through targeted initiatives, including our business of exploration program that has resulted and cost efficiency throughout our entire business.
We have also initiated or of maximize BTB plan at all.
Optimizes, our retail footprint lowest or at lease exposure and it helps us build and more scalable cost structure and the future.
Next we are flexing, our model and to move into higher growth opportunities and.
And expanding our value proposition to include product categories beyond our traditional offerings cut.
Customers are asking us for more be.
Be at more personal protective equipment, or PPE or more cleaning and break from supplies.
We're also growing at our office furniture, and Workspaces to support work from home and technology, including peripherals to enable remote workforces and remote learning.
These are all categories driving growth and our business at bureau of evaluating opportunities within these and other related categories, specifically and working toward research and other areas, where we would have a right to win and the right partnerships to succeed.
We're also continuing to evaluate additional high value growth and one of our key assets our supply chain.
And the current environment customers recognized the valuable capabilities that our supply chain provides and we're continuing to look at ways to optimize what we have to offer.
And lastly, we're evolving into higher value businesses.
This is a key component of our future growth.
As you've heard and seen and our recent press releases, we are building and driving a BTB digital platform experience that combines the physical assets of our BTB ecosystem.
And new digital platform designed to meet the needs of our current and future customers.
This positions ODP to participate at a much larger growing and dynamic market.
And as you will see we are moving in that direction as we are executing and our BTB pivot and digital transformation.
Positioning us to leverage our robust assets to pursue growth and a large business commerce market.
And also embedded in everything we do is our <unk> culture.
We are very proud of the winning culture, we have created the ODP and it starts with the customer at the center of all we do.
We cultivate the commitment of our employees and incurred to change culture and reward creativity and perhaps most importantly, our caring culture for all stakeholders and the strong support and involvement and our communities.
I am very proud of the culture that we've created.
And is also a useful tool as we recruit new talent to our organization to help us reach our goals.
Turning to slide eight of the many accomplishments in 2020.
Perhaps the most important was our focus on safety.
Maintain a safe environment and that remains our top priority.
We took several actions last year at the beginning of the outbreak to enhanced safety measures for our employees and customers.
We implemented safety measures and our operations and and and store locations offering curbside pickup options at most locations at <unk>.
Standard or use of and availability of PPE and regularly sanitizing our facilities.
We are continue these actions and enhanced safety protocols to help protect our employees to help create a safe environment for our customers.
Turning to the highlights for the year.
By the challenging conditions pose at by the pandemic.
<unk> combination of our low cost model and balanced channels to market have helped us and meet the evolving needs of our customers. During this unusual time.
This combination coupled with our team's strong execution.
Resulted in solid operating results and free cash flow generation and 2020.
We also expanded our value proposition throughout the year to meet our customers' evolving needs during the pandemic non.
Not only did we leveraged the diversity of our channels both of our digital and physical channels. We also expanded our product set including launching a new personal protective equipment or PPE category.
We also support our customers through our technology, workspace, and cleaning and break room product offerings, and flex our supply chain and distribution capabilities to serve our customers anywhere where they are working and are learning remotely or in the office or at school.
Managing our supply chain with the assets, we own has allowed us to reliably serve our customers and all locations.
We also made significant foundational progress at our BTB pivot throughout the year and most recently on our digital transformation initiatives.
We invested and expanded our distribution footprint.
Spanning our influence with business customers and proved our supply chain relationships and capabilities.
And we recently made significant progress on our digital transformation.
As I will describe in more detail shortly.
More and more of business customers are demanding to end to end and integrated digital platform solutions in order to more effectively manage their businesses.
We are evolving our platform combining our physical assets with a new and modern digital experience and order to position ODP to meet these needs and capture growth and the BTB commerce market.
And lastly, we further enhanced our balance sheet repaying our term loan during the year and entering into new financing.
Our balance sheet continues to be of strong asset as we evolve and investing in our business.
Turning to slide nine as we go throughout the year for pandemic has impacted the business environment and altered at least temporarily play most of his work learn and live.
Several businesses have paused and reduced operations at many schools of either restricted and class teaching our move to a hybrid environment and in fact, even at the state over half of school systems, we serve have yet to reopen for and class learning.
This environment has shifted product demand and channel mix and our business, but we have been able to leverage of our balanced ecosystem, including our supply chain.
To be some flexibility and expanded product portfolio to address these evolving needs at.
At the heart of our ecosystem, serving our customers is our unique and reliable supply chain.
We have one of the largest and most scalable supply chain operations in North America.
Assisting of multiple distribution centers cross docks, a large private fleet and established network of third party and international freight of Rangers.
Our supply chain assets gave us the ability to consistently and cost effectively serve customers at home and the office or through our retail facilities and in many markets. We provide next day and even the same day delivery.
During the pandemic supply chain reliability and capacity has been insignificant challenge for many and the capabilities that we have developed have positioned us to reliably serve customers when others can't.
We intend to invest and our capabilities.
And our supply chain and serve our existing customers and our future customers on our <unk> digital platform.
Another key attribute of our ecosystem is our balance routes to market.
Providing options for our customers to source of products and services, they need and where they need them.
We have of direct supply chain certainly at our large enterprise customers a robust e-commerce platform, serving both businesses and consumers.
And retail locations offering the convenience of buy online pickup and store or both of us and curbside pickup options.
Our growing set of products and services was another key attribute and for.
US to meet the evolving needs of our customers.
Not only do we provide the official office supplies that we are well known for and we also have a wide variety of products to support our customer work and learning from home needs as.
As well as cleaning products and PPE supplies.
We also provide a broad set of services, including copy and print as well as technology services.
We continue to evaluate launching new categories for leveraged our capabilities and customer relationships.
Slide 10 highlights the dynamics of diverse routes to market and how they work together to help meet our customer needs.
During this unusual year, we experienced increased demand at our retail channel.
And and our BSD E Commerce channel as customer source the products they needed to be effective and safe and working our learning from home.
Our retail team did a phenomenal job under difficult circumstances to remain nimble to serve our customer needs.
This strong demand in both channels helped to offset the lower demand at our contract and technology services channel as many enterprises closed their offices and schools closed for most of the year.
Putting this into perspective slide 11 highlights how our growing digital presence and all of these sales helped us to partially offset some of the COVID-19 impacts.
And total demand and our ecommerce channel increased 15% year over year and our total army demand, which includes focus ship from store and same day delivery increased about 27%.
This is a true testament of how our digital and omni presence helped to meet the needs of our customers during the pandemic.
As a component of this increase demand for our both of us offering increased 75% and the year.
E Commerce traffic and mobile traffic were also up double digits.
Slide 12 highlights the importance and value of our expanded product portfolio.
As I mentioned, we've been driving stronger demand and our non traditional product categories and this has never been more important than in 2020.
As of many of our customers are working from home and many students and teachers are participating and distance learning demand for products supporting our customers and this capacity have been very strong.
Technology products and communication peripheral who were up 18% and the year home office categories, and Workspaces and furniture experienced strong demand up 8% cleaning and break room supplies also experienced a sharp increase in demand of over 20% year over year.
Our new PPE category that we quickly launched at the second quarter also experienced very strong demand.
This strong demand in these areas helped to offset weaker demand at our copy and print of category as of in store traffic was impacted due to COVID-19 restrictions and local ordinances.
And total our expanding value proposition has led to our adjacency categories comprising about 45% of total sales of our BSD division at <unk>.
As we continue to execute our growth plan. We expect this percentage of total sales figure over time.
As shown on slide 13, the combination of all of these factors and working together helped us drive solve of operating and free cash flow results and it gets an extremely challenging business environment. We.
We delivered $300 million and adjusted operating income and over $470 million at <unk>.
Adjusted free cash flow for the full year 2020, I am proud of our team for their continued dedication and commitments and driving these outstanding results.
And we step back and look at our business progression over the past few years as shown on slide 14.
And see how our BTB and low cost focus is transforming our business model.
PTP revenues now comprise approximately 60% of our total revenue up from about 49% three years ago.
Our efforts to diversify our product portfolio outside of our traditional categories, resulting in growth and our adjacency product categories.
And our low cost model of focus.
And the effort through our business acceleration program and other cost efficiency measures have significantly improved our cost structure.
We are accelerating this evolution as we initiated executed or maximize BTB retail optimization plan and completed our BTB pivot and digital transformation moving into higher value and scalable business models.
Other key accomplishment is our recent progress on our <unk> pivot and our digital transformation, we have taken several steps both recently and in the past year on our evolution to become a leading BTB platform company.
We initiated our maximize <unk> plan that I mentioned previously this plan helps to optimize our retail assets.
And reduce our overall lease liability exposure over time Gerry.
<unk> cash to help fund the investment of our future and provides more flexibility enhanced capital returns to shareholders over time.
We executed several BTB focused corporate actions include our holding company reorganization.
At a strategic review to maximize the value of copy come at.
Added to our adjacency categories and improved our supply chain capabilities.
And as you have seen through our recent announcements.
We have added to our BBB and tech talent pool, adding key team members to help lead it through our digital transformation.
We've also taken several steps to position the company address higher value and growing market opportunities, making of key technology acquisition and forming and collaboration was the most respected technology companies and the world.
And all and we're making strong progress on creating a more valuable company and improving our position to pursue profitable growth.
Now I'd like to provide some insights for your head.
2021 at will be a pivotal year and our bridge to continuing to grow and more valuable company and <unk>.
Consequently, we believe helping deliver greater shareholder value as we worked and combine the power of our BTB assets.
With our expanding digital presence to meet the expanding needs of our customers suppliers and partners.
On slide 17, we highlight our areas of focus in 2021 that supports accelerating our BTB pivot.
And there are four key areas of work in tandem.
And for our goals throughout the year and accelerating our pivot and driving growth at our BTB platform first as we mentioned.
We'll continue to optimize our retail business by executing our maximize BTB plan and continue to invest in growth and our end to end of <unk> business, including at our PST segment supply chain and through our expanding digital capabilities net.
Next we will continue to invest and one of our key assets, our supply chain, improving our capabilities and capacity to serve our needs and the needs of our BTB customers. This creates the opportunities to drive exciting and valuable future growth engines and support for our digital transformation.
Finally, we also expect to complete our strategic review of coffee comp compromise value, either selling or improving the trajectory of this business and perhaps most importantly, we will continue to drive our digital transformation and create a new and modern and value added experience for our customers suppliers and partners and leveraging.
Their physical BTB assets.
At a high level as we reduce our retail exposure, we are investing to drive growth of our <unk> platform, leveraging our supply chain to sort of existing and new customers and completed our BTB pivot at three of modern digital platform experience, allowing us to pursue growth and a larger and profitable BTB ecommerce market.
Continuing on our <unk> transformation.
I'll spend a few moments and how our BSD supply chain and digital transformation will continue to accelerate over the next few years.
Turning to slide 18.
I'll spend a moment of a few of our execution priorities for BSD as we discussed starting in Q2 of 2020, we experienced a significant amount of pressure and our BSD division related to the effects of COVID-19, causing disruptions and the businesses and cancellation of and class learning and schools in fact, even today well over half the K 12 and higher.
Education and school systems that we serve remain close to in person learning impacting and one of the largest industry components and our contract channel.
Our business is well positioned to recapture growth and serve our education customers at schools begin to reopen and 2021.
In addition to the natural rhythm of components of our business recovery post Covid, we're focused on driving our growth priorities.
We're continuing to drive growth of our adjacency categories.
Spanning our value proposition and capitalizing of the strong demand for technology, workspace solutions, and furniture cleaning and break room and PPE.
We're also ready to help our customers has returned to work implementing smart and safe facility solutions and ergonomics to enable businesses to operate employees to remain safe.
We're also evaluating bringing new product categories of market with strong affinity for our existing business that can be leveraged through our supply and distribution capabilities.
We're also leveraging new tools and sales processes to improve customer experience and drive growth and existing categories and.
And of course, we remain committed to arrive at our low cost model.
Moving onto our supply chain as shown on slide 19.
Our supply chain represents one of our key BTB assets and creates a significant competitive advantage and how we reach and serve our customers today and tomorrow.
It consists of a large private fleet of over 1000 vehicles over 9 million square feet of space and distribution centers and cross docks and numerous third party relationships to enable us to deliver reliably to our customer base.
Our customers are also realizing for logistics capabilities, our supply chain offers and they're asking us for more we've entered into several supply chain logistics of agreements beginning first with a few vendors and now to a small number of third party customers of <unk>.
Contribution of our supply chain as of service to our overall business is still relatively small today, but the margin and growth opportunity is promising when.
These opportunities and the critical roles at our supply chain assets play and our <unk> platform, we are investing with discipline and are.
Capabilities organically and evaluating inorganic opportunities.
The supply chain assets, and our strong market presence and BSD and <unk>.
And well positioned to drive growth on our <unk> platform and.
Enhancing this position.
We're executing our digital transformation initiatives and best CDN and create a powerful integrated BTB digital platform to deliver greater value to existing and new customers.
As shown on slide 21.
Our ability to integrated source to settle digital business platform that when coupled with our robust suite of Btb's physical assets.
And customer relationships and deep knowledge of BTB commerce requirements creates a strong value proposition for both buyers and suppliers.
Customer demand for these services are very compelling as BTB purchasing is rapidly moving online and procurement organizations are beginning to embrace end to end digital sourcing and purchasing and for suppliers and they need BTB, great E Commerce technology, and flexible supply chain to remain competitive leveraging the assets.
And we have put in place over the last several years and combining this with our new digital platform.
<unk> is uniquely positioned to drive customer value and pursue growth and this high value and growing industry. We are excited about how these initiatives position us positively disrupt the over eight trillion dollars BTB commerce market and the U S of.
Which today at less than 20% is digitally enabled.
We have made significant progress on these efforts, we have been systematically and methodically executing our digital transformation initiatives.
Benefiting each of our businesses and further strengthening of our core.
And overview of our recent progress on our digital transformation initiatives as shown on slide 22.
These accomplishments included adding key talent to our team.
Accelerating our technology development with and an important acquisition.
And for when a collaboration with one of the world's most recognized technology companies.
I want to provide additional color on these.
First as shown on slide 23, we had of key talent enhanced their team's capabilities with deep BTB technology and industry experience.
We are thrilled of the team we've built thus far.
We've attracted prentice Wilson, a proven industry veteran and former head of Amazon business to our team to lead our digital transformation go to market efforts and scale, our new technology business and transforming how businesses of all sizes by himself.
Princess coupled with the team. He is building joins Terry and Leaper, who came on board as our Chief Technology Officer last year, both of them create a powerful blend of talent to drive of our digital transformation efforts forward.
Along with the talent we are tracking organically. We're also looking at ways to accelerate these efforts and recently announced that we acquired by request a recognized leader in cloud based enterprise procure to pay software solutions at.
As shown on the next slide.
This acquisition accelerates, our technology development path and.
Immediately enhancing our <unk> platform capabilities and customer experience.
By request of their World Class company, and the PDP software market managing billions of dollars of monthly spend for some of the world's most reputable organizations.
Building on the investments, we are making and helping to expand the reach of buyer.
Positions us to drive efficiencies for customers of the combined their procure to pay platform with our digital commerce technology and supply chain capabilities.
Next on Monday, we announced a strategic collaboration expanding of our longstanding relationship with Microsoft teaming up with them to help transform how business is by himself.
Our collaboration aims to bring the power of our new digital technology platform to Microsoft dynamics 365 of business central customers to help them realize immediate procurement efficiencies and automation and positioning ODP to further penetrate a very large market.
Additionally, as part of this collaboration we will leverage and Microsoft Azure to migrate our existing workloads and legacy systems drive and efficiencies as we scale. We are very excited about this collaboration and as further proof of our evolution, our broad reach to <unk> customers at.
Advanced distribution capabilities, and new technology platform development, combined with Microsoft's capabilities and technology Knowhow.
<unk> us to bring solutions to the market and further capture growth.
Before I turn the call over to Anthony I want to highlight some important aspects of our business and.
It gives us the right to win and positively disrupted eight trillion dollars of business commerce market.
First we recognize that more and more customers are looking for and end to end integrated digital solutions for their procurement requirements that leveraged key components of enterprise supply chain disc.
Distribution and procure to pay functionality.
In addition, there continues to be unnecessary friction and supply chain.
And procurement functions, causing lost revenue and expense leakage.
By combining a robust set of physical assets that we discussed earlier.
Including our supply chain and distribution platform with the investments, we're making at present.
And since ODP to bring value to customers and drive future growth.
And being customers across the e-commerce and E procurement landscape.
Additionally, I would point out that by building this integrated platform and leveraging our capabilities.
And are beginning to attract other companies, namely suppliers, who want to work with us to enhance and expand their reach and the markets.
And of course as I mentioned, we have the pieces and key team members to further drive this effort.
While we are still in the early innings, we are thrilled with our progress and very excited about our future with that I will now turn the call over to Anthony for a review of our financial results.
Thank you Gerry and good morning, everyone I'm happy to be here today to discuss our financial results for the fourth quarter and full year 2020, and the progress we are making on our BTB pivot and digital transformation.
As I begin I'd like to say, how proud I am of our entire team for remaining focused against a very difficult economic backdrop.
As I reflect on the year delivering on one of the key priorities that I outlined when I joined as CFO, our low cost model approach helped to offset many of the challenges of the pandemic. While we continued to support our key initiatives across our platform and support of our <unk> pivot.
Improving our position to drive long term growth.
And it's not only what we achieved but how we achieved at.
And as our team lived of <unk> culture, a dynamic and innovative culture that cares about people and the communities we serve.
And I want to thank all of our associates for delivering in 2020.
Turning to the highlights of our financial results as shown on slide 28, consistent with previous quarters. We have provided at our results on both a GAAP and adjusted basis.
Our financial results and the fourth quarter continued to be impacted by conditions caused by the COVID-19 pandemic the effects of which intensified during the quarter.
A rise and Covid infections, and therefore resulted in continued local and state restrictions and a reduction and business activity overall.
At the Ryzen cases also impacted the pace of school re openings, which was slower than expected with half of the school systems across the nation remaining close to end class learning.
And as you've heard from Gerry School systems represent one of the largest industry categories and our BSD contract channel all of these factors impacted our topline revenue results. However, our cost discipline helped to partially offset these impacts and helped us drive quarterly cash flow results in line with our expectations.
In addition by managing our inventory and key categories with added discipline, given the headwinds we were able to keep key products and stock with the right sales throughput, reducing the need for significant price adjustments.
Turning to the quarterly results total revenue of $2 3 billion and the fourth quarter was down 9% over last year, largely driven by the effects of COVID-19, resulting in lower sales and all three of our reporting divisions as well as of 153 fewer retail stores and service relative to last year.
Included in the total store closure amount for the year, we closed 90 stores during the fourth quarter. Additionally, as the pace of school reopening were impacted due to COVID-19 the demand shift for some of the back to school selling season from the third quarter did not materialize as anticipated during the fourth quarter.
Partially offsetting these impacts was our balanced channel approach and broad product assortment.
Helping us address evolving needs of our customers.
This approach gave us the ability to handle changes and our channel and product mix with strong demand for work and learn from home products driving increases and our ecommerce and omni channel sales year over year.
For the quarter GAAP operating income was $21 million down from $74 million last year.
Included in operating income was $15 million and merger and restructuring charges, primarily associated with our maximize <unk> restructuring plan and $8 million of noncash asset impairment charges, mostly related to operating lease right of use of assets associated with planned retail store closures.
Excluding these and other items, our adjusted operating income for the fourth quarter was $44 million compared.
Compared to $92 million in the same period last year.
Unallocated corporate expenses were $30 million and the quarter up versus the prior year adjusted EBITDA was $89 million for the quarter compared to $156 million and last year's pre Covid fourth quarter.
This includes adjusted depreciation and amortization expense of 45 million at and $50 million and the fourth quarter of 2020 and 2019, respectively.
Excluding the after tax impact from the items mentioned earlier adjusted net income for the fourth quarter was $30 million or <unk> 55 per diluted share despite the.
Continued challenging conditions Q4 free cash flow was in line with expectations cash used from operating activities was $4 million and the quarter, which included $15 million and restructuring and integration costs as well as a cash tax payment of approximately $15 million.
This cash tax payment is in contrast to a $44 million AMT tax refund that we received and last year's fourth quarter.
For the full year normalizing for timing the year on year differences and cash taxes was an inflow of $46 million and 2019 versus an inflow of $14 million of this year going forward, we do not expect tax refunds to be material.
Capital expenditures and the quarter were $14 million compared to $27 million and the prior year period for.
Collecting lower investment and our retail channel, while continuing investments and our <unk> platform and E Commerce.
Turning to slide 29, I have highlighted some key performance measures for the full year 2020.
And we delivered impressive results against an extremely difficult backdrop caused by the pandemic.
We leveraged our low cost model utilize our diverse channels to market and expanded our product portfolio to help offset the COVID-19 impacts, resulting in solid operating results and very strong free cash flow.
Customers look to ODP for more than just the core office supply needs, resulting in our adjacency category growth as well as expanding supply chain reach we also maintained and further enhanced our balance sheet throughout the year repaying our term loan and refinancing of our line of credit.
Total company sales for the year totaled $9 7 billion, a 9% decrease compared to the prior year the.
The decrease is primarily due to lower sales and our DSD and cant become divisions related to the conditions caused by the pandemic as well as fewer retail stores and service.
More specifically sales and our BSD contract channel were impacted by business and school closures throughout the year and comp becomes sales were impacted by business disruption and project delays, including our technicians access to key client sites.
Our diverse distribution channels and broad product portfolio helped to offset some of these impacts.
As reflected on our full year GAAP basis, we recorded an operating loss of $252 million compared.
Compared to operating income of $191 million last year the.
And the difference compared to last year was driven by a $375 million increase and noncash asset impairment charges, including $363 million and noncash charges related to goodwill and other intangible assets that we recorded in Q2.
Excluding these and other items, our adjusted operating income and EBITDA for 2020 was $300 million and $491 million, respectively, and impressive result, given the challenging business conditions.
Excluding the after tax impact from the items I mentioned earlier 2020, adjusted net income from continuing operations was $189 million or $3 50 per share compared to $228 million or $4 13 per share and the prior year all amounts have been adjusted for the reverse split we enacted during Q2 of last year.
Finally for the year, we drove very strong cash flow results with cash provided by operating activities of $485 million, which included 57 million and cash costs associated with our restructuring programs.
Including the $68 million and Capex investments and the year, we generated adjusted free cash flow of $474 million for 2020 compared to $310 million in the prior year.
I'd like to cover our business unit performance, starting with our BSD Division on slide 30.
As a reminder, BSD is the primary component of our <unk> integrated distribution platform, serving large enterprise customers, including education customers to small and medium sized businesses.
The business consists primarily of serving customers through both of our contract and direct E Commerce channel.
Yes.
As we discussed the outbreak of COVID-19 caused significant business disruption for our business and education customers.
As we exited Q3, there was some optimism of that business conditions would improve heading into the holiday season.
We saw conditions at intensified in the fourth quarter at the infection rate rose impacting businesses and further delaying school reopening.
Reported sales and a quarter for BSD were $1 1 billion down about 10% relative to last year.
Total 2020, BSD sales were $4 7 billion down 11% and.
As I stated our channel mix and product breadth helped to offset some of the negative impacts from COVID-19.
In the quarter demand increased over 15% and our ecommerce channel demand also increased for products supporting work and learn from home with technology sales up over 33% and the quarter versus last year. Our total adjacency categories grew relative to last year and comprised of approximately 45% of total revenue and our BSD Division.
This balance helped to partially offset the impacts related to the pandemic, which negatively impacted core supply categories.
While we expect these effects to continue through much of the first half of the year, we remain optimistic with the rollout of vaccines and through conversations with our business and education customers.
The key is we are continuing to monitor the pace of business reopening and importantly school reopening as this will have an impact to the speed of our topline recovery in 2021.
As we stated earlier the pace of school reopening is crucial as this is one of our largest industry sectors. We serve today and currently many school systems continued to remain closed for in person learning.
Operating income was $18 million and the fourth quarter compared to $69 million and the prior year period.
The decrease in operating income versus last year was related to the impact of Covid impacting sales and product mix, partially offset by SG&A cost improvements related to our cost efficiency programs and the contribution of our E Commerce channel, which continues to perform well.
Turning to slide 31, our retail division's performance and the fourth quarter and for the year was terrific.
During the Covid pandemic, our retail presence has played an important role and reaching customers for their essential needs be at work and learn from home setup technology or PPE.
Our retail team also quickly enacted curbside pickup options and implemented measures to safely serve customers during the pandemic and served as an important access point for our business customers.
Reported sales and the quarter for our retail division was $951 million, which was down 6% from the same period last year, largely driven by 153 fewer stores and service as compared to last year and.
Included in this amount was 90 store closures during the fourth quarter of 2020.
And Q4 as most of the school systems and the U S. We're not open for in person and classroom learning, we didn't experience and strong of a shift and back to school demand from the third quarter as we had anticipated.
Offsetting lower store traffic was higher average order volume and sales per shopper, helping drive stronger performance during the quarter and year.
This lift and sales per shopper was driven by increased demand for work and learn from home products supporting business customers and consumers as well as essential cleaning products, including PPE to address customers' needs posed by the pandemic.
Categories, such as furniture technology, peripherals, and cleaning products saw increases in demand and the quarter and year, which helped to offset lower demand and office supply categories and and copy and print.
A combination of our curbside pickup option and both of US offerings remain popular with both of us demand up over 50% and the quarter as customers chose the convenience of this option to limit time spent and the store.
Ship from store and same day deliveries were also up highlighting the flexibility and our delivery capabilities.
We once again delivered strong operating performance operating income was $50 million and the fourth quarter up 47% compared to the same period last year or as a percentage of sales at 190 basis point improvement and margins.
Operating income was up 42% for the full year highlighting strong performance throughout the pandemic.
And helping to drive this performance was and improved labor operating model that was implemented at the beginning of 2020 driving cost efficiencies, while enhancing customer service as evidenced by our improvement and our net promoter scores.
These helped to lower our cost to serve.
The efficiency initiatives, along with the improvement and distribution and inventory management costs and lower operating lease costs. As a result of store closures all contributed to our improved operating performance.
Looking at Slide 32, we highlight the performance of the company come Division.
Sales and the fourth quarter were $207 million down 13% over last year and $854 million for the full year 2020 the.
The conditions related to the Covid pandemic continues to negatively impact comp becomes revenue performance and the quarter and year affecting service volume and product sales, but we saw incremental improvement as we closed out the year.
The copy from Division reported operating income of $4 million and the fourth quarter of 2020, compared with $9 million and the prior year period cost efficiency measures helped lower SG&A, partially offsetting the reduced pull through of lower sales.
Despite the performance challenges company come support for its customers during the pandemic has been stellar and their core competencies and support platform has been well positioned for the future.
<unk> pipeline of new business remains solid and the support they have provided to customers can be seen and theres strong contract renewal rates of 93%. In addition to 10 new logo customers gained in 2020.
And as we recently reported our board of Directors announced that as a result of a business review of <unk> management has initiated a process to explore at value maximizing sale of our cant become division to help maximize comp becomes full potential and drive for its future value and success.
We are still and the early stages of that process and the interest thus far has been high we plan to further communicate our progress as appropriate.
Now turning to the balance sheet and cash flow of highlights as shown on slide 33, we ended the quarter with total available liquidity of approximately $1 7 billion.
Consisting of $729 million, and cash and cash equivalents and $934 million of availability under our asset based lending facility.
Total debt at the end of the quarter was approximately $378 million.
Primarily comprised of our long term IRB bonds.
Our balance sheet remains a source of strength and provides us flexibility as we execute our strategy and pursue growth.
As I mentioned earlier in my remarks cash flow was in line with expectations and the fourth quarter. Despite the challenges and the business environment and the investments, we are making and the business.
And I will point out that despite the challenging conditions and the year, we prudently manage cash through strong working capital improvements, including solid inventory management, resulting in adjusted free cash flow generation of $474 million and 2020 versus $310 million and the prior year.
Now I would like to spend a few moments and share more insight with you on our maximizing <unk> retail optimization plan as shown on slide 34.
As you heard from Gerry earlier, we are accelerating our <unk> pivot and digital transformation and expanding our value proposition and driving new growth engines for the future. This evolution and leverages. The strong set of assets that we have developed and the relationships that we have built over many years, creating the opportunity to extend our digital platform to a much larger and growing.
<unk>.
One of the foundational components supporting our growth strategy is our maximized <unk> restructuring plan. This plan, which we announced earlier in 2020 is a multi year effort designed to optimize our retail footprint and.
Unlock underperforming assets and ship these resources into our <unk> business generating higher longer term returns.
Through this plan, we will derisk, our balance sheet by reducing the average duration of a retail lease exposures, while generating significant cash flow to help fuel investments and our <unk> growth strategy and provide opportunities to enhance future capital returns to shareholders.
The evaluation criteria and Kpis are shown on slide 35.
Maximizing cash flow and reducing lease liabilities are at the center driving our evaluation criteria.
We evaluate each location with a store level four wall cash flow maximization review.
Our decision, making process evaluates lease terms and conditions.
Working capital opportunities, including inventory and a percentage of sales recapture at adjacent stores.
The decision to keep of store opened or closed the location and then based on which path maximizes cash flow on a risk adjusted basis.
As you might expect landlord negotiations dictating lease terms and conditions may affect these variables. Therefore, the number and pace of store closures may vary based on these and other factors.
The long term kpis that we will focus on our overall lease liability.
Duration of leases and cash flow expectations over the course of the next 12% to 24% and 36 months.
We will provide more clarity on these kpis during our Investor day meeting that we are planning to host later in the year.
Before moving to Q&A I wanted to touch on capital allocation and provide color on our decision to not provide guidance at this time.
Regarding capital allocation as discussed by David Blish earlier on the call. We are currently continuing to evaluate the situation with sycamore, including the proposed tender offer.
And as a result, we do not anticipate initiating any share repurchases at this time. However, we remain committed to returning capital and the form of share repurchases under our current share repurchase authorization for a larger revised authorization if approved by the board. Once there is further clarity on the situation.
Additionally, because of the continuing challenges posed by Covid and recent events, including the public proposal and the strategic review of our <unk> Division, we are not issuing guidance for 2021 at this time.
That said 2021 is an important bridge year to our future.
And we've been systematically and methodically executing our digital transformation, which benefits each of our businesses and furthers our core strengths are.
Our digital transformation focuses on providing our customers a complete BTB commerce platform designed to meet the needs of both buyers and suppliers.
We are thrilled with the team we've built attracting prentice Wilson, a proven industry veteran coupled with the team. He is building our steady investments and world class technology resources and the acquisition of buyer Quest enables our transformation to address key customer pain points and their end to end <unk> commerce needs.
Furthermore, we will leverage our strong customer relationships deep knowledge of BTB commerce requirements and robust suite of physical logistic assets to create compelling value for both suppliers and buyers on our platform.
While the revenue contribution in 2021 from buyer quest is not expected to be material. This acquisition is an important component of providing a better experience to our customers and a key ingredient and our digital <unk> platform and the future.
It is also important to note that the investments that we're making and our digital transformation are consistent with our historical capex amounts allocated to our growth initiatives and fit within the framework of our traditional total company Capex investment.
We are re prioritizing our capital expenditures to build out our digital platform and strengthen our core e-commerce and supply chain platforms.
And as we mentioned and our earnings release and 2021, we expect to make growth investments and the company's digital transformation initiatives and the range of $20 million to $25 million and capital expenditures and $30 million to $35 million and operating expenses.
In summary, we have made progress on our overall transformation strategy, we're accelerating several elements, including our focus on digital and omni channel sales improving customer value and building the digital platform to support the growth of our business. We believe these actions position us well for the future with that I will open the call for Q&A.
And at this time and you would like to ask a question Press Star then the number one on your telephone keypad. Our first question comes from the line of Chris Mcginnis. Please state Your company name and then proceed with your question.
Hey, good morning, Sidoti and company and thanks for taking my questions.
Just kind of for your questions just on the <unk> pigment and transformation can you just talk a little bit about the recent announcements.
And the Microsoft agreement and why why Martin and choose ODP and can you talk about how the acquisition changes maybe.
The way you sort of the market prior to that acquisition and.
And how that fits within the portfolio a little bit more.
Sure Thanks, Chris and good morning.
And from a buyer for perspective at all obviously accelerates our ability to as we build at our digital platform.
The digital platform has a procure to pay piece has a supply chain piece and E. Commerce piece and all of that is obviously addresses atrial and other market the buyers Markwest acquisition and Jack and his team have a world class product, it's great at very high I believe at Gardner.
It has done is at accelerate our ability to really get into that procure to pay marketplace and we think that's a huge opportunity, especially as we have announced the relationship with Microsoft Microsoft is excited to partner with this from a growth in Azure perspective, and we thank them for that support as well as the ability to moving to that procure to pay and be the procure to pay.
Other dynamics 365, ERP package. So obviously, we think that's a huge opportunity for both companies, especially being on that front end of procure to pay more to come on that because obviously once we have that.
For credit PE platform in dynamics 365 at the huge opportunities.
Having all of those customers out of the ability to buy.
On a a marketplace, where a platform to go off and buy and more to come on that Investor day, and obviously thats, a huge market opportunity and the future partner with Microsoft and obviously, we're going to help Jack and the Barrick was team accelerate their existing customer base and open up of broader opportunities.
The procure to pay and really work on the go to market activities around that as well.
Okay, Thanks for that and I guess.
Is this and tends to be and open marketplace.
Like the Amazon business for Alibaba, and you have and agreement with Alibaba.
And are something that you've taken from that that can help you build on the transformation.
It's actually really different and Amazon and Alibaba, They think of a curated platform.
And by contractual agreements.
Of course to settle from of BW perspective, where youre not looking at loose spend or some of that tail spend of its really contractual relationships and that.
And buyers of <unk> buyers and sellers and we're trying to give a simpler and that's where.
By request comes in at very effective World Class E Commerce procurement platform, but also very important Chris leveraging our supply chain and assets as well.
We have a huge capabilities of our supply chain, we deliver the next day to almost 98% of ZIP codes to the back dock and so we can leverage our physical assets with the digital assets and we think it's a market that is very underpenetrated theres only 20% of <unk> at the eight trillion dollars of market that digital now, but there is no real horses.
Settle.
<unk>.
Curated marketplace at this.
And we think we have a huge opportunity, especially with prentiss and Terry and the team that we built at that capabilities and know how to be very very successful and that marketplace.
Great and just one last question on following up on that.
Whats the cost of the kind of.
And this is the.
Largely in place now or is there going to be more cost of kind of pursue that.
And thank you Anthony said at and is at the very end of the script, but it's about 20% to $25 million and Capex. This year about $30 million to $35 million in opex, but we will stay within the confines of our traditional capital spend anywhere between 150% to 180% across the entire business that we've reallocated some of the other <unk>.
But this is not a masses of investment and investment within our confines of what you guys have seen traditionally from and office depot perspective, and obviously again, having people who've done it before and so.
Excessively, obviously will help our ability to be efficient with the investment of those dollars and Anthony anything else you'd like to add on that and I would just say as we approach. The go to market later this year.
Big pay future capital investments declined to make going forward as Gerry mentioned, it's really a re prioritization of our capital expense.
And we'll ensure that at <unk> with the returns that we're going to see from at.
And ROI perspective, and at the point of this is an investment year. So as we build at the capabilities and we look at the future we will be providing more details around some of the returns that are expected from that platform.
Thanks for taking my questions and good luck and Q1.
Thank you. Thank you.
Our next question comes from the line of Michael Lasser. Please state Your company name and then proceed with your question.
Good morning, its actually Mark Carden on today and for Michael Company at UBS. Thanks, a lot for taking the question.
I guess for building a bit and the last question and ask do you expect your return on the 30% to $35 million investment and incremental operating expenses and 2021.
And then are you expecting those to be pretty evenly spread across BSC supply chain and digital are there other sizeable buckets for these investments could be gelling.
Well from of 2021 perspective. This is an investment year as we said in our and our presentation and obviously, we are building a foundation of platform of the future.
First thing I wanted to answer your question and this is a much better business model. It's a low cost model. Once you have the platform built it's very scalable and at very accretive and so relative to our strategy of tenants at a low cost model ability to and are high value markets abilities and or <unk>.
Growth markets, and obviously at making sure if at some of their culture. This is perfectly aligns with that because longer term, it's a superior business model and Thats, where Anthony myself and the team focused on as we and with credit as we built this out so nothing material in 'twenty, one, but obviously building of the futures and more to come as we and make more announcements I think at will.
A lot more sensitive future Anthony at a little bit of color too yeah. Thanks, Gerry Yeah, Mark if you look at the reduction in Capex and 2020 at.
Most of that was deferral based on the impact of Covid had on the business and deferring projects and most of the projects that we worked on where and what I would characterize as maintenance space project. So as we look into 2021, while we're not providing specific guidance.
The way I would characterize and we're going to be moving more towards the levels you've seen in previous years and probably between the level that you saw in 2019 and 2020.
Got it and that's really helpful and then more and the quarter and what was primarily responsible for the change and the trajectory of adjusted SG&A dollars at it had been declining double digits in recent quarters, but its only about 5% and <unk>. So any additional color there would be great. Thanks, Yes, we had a we had addition.
SG&A.
And with the investments that we're making.
And we're starting those investments from a.
Our new business platform perspective.
We also had some additional accruals associated with true up at.
At the end of the year related to some legal accruals as well as bonus accruals.
And one time items that impacted the quarter when you compare it on a year over year basis.
Got it that's great thanks very much.
Thanks Mark.
We have time for one more question. Our final question comes from the line of Christian Carlino. Please state your company name and proceed with your question.
Hi, Good morning, Christian from JP Morgan.
I was wondering more on the DSD Division can you talk about the GAAP between adjacency categories, and core product and whether or not that has contracted a bit over the quarter, whether that be from adjacencies slowing of our core products improving.
While we saw a continued strength and our adjacency categories. As we mentioned method for our core products continued to be challenged given the back to work and back to school and the impact of having specifically on our BSD.
Channel, but we saw continued strength and the adjacencies strength of around our PPE, Thanks, Ron and furniture Tech so our broad channel mix as well as our broad distribution capability.
Capabilities allowed us to bridge some of the GAAP that we saw and our core of supply and office supply category.
Got it and then for operating margin it seemed to decline more of a year over year and then re queue.
And what the differences, where you called out higher supply chain costs, and then within DSD, but that was actually a good guy within retail.
Yes.
Speaking of what.
Beyond the negative flow through what drove the.
Operating margin decline.
So when you look at our supply chain costs.
And as the favorable mix shift of retail locations because the cost of serve to a retail location on a relative basis.
Cheaper than the cost to serve and the DSD channel. This is offset by some costs that we saw incrementally as there were higher residential deliveries so from a supply chain perspective.
Residential deliveries that are coming through impacts of our BSD channel and.
And we were also impacted which you've seen probably and many other.
Industry at higher overall.
Party logistics costs now one of the things that we have.
The benefit for US we have our private fleet, we were able to mitigate many of the channel or other.
<unk> e-commerce.
Providers have and many of those challenges were mitigated by our own private fleet as well as having relationships with local third party logistics firm and reducing overall supply chain down the road.
Yeah.
Got it and if I could just ask one more on the recent buyer class acquisition could you just talk through thoughts.
That drove the purchase of the company itself what synergies do you think could come at a bit book could you potentially add to the business.
Net better and what needs at sales.
And then your beat of deep platform.
Yes, I think at said before it's a world class of business from a customer feedback on the on the software packages itself with excellent.
Gartner ranked at extremely high but at a very high level of strategically at an acceleration of our ability to get our platform to market faster.
One of the primary reasons and others that we've already announced and significant partnership with Microsoft with the buyer Quest software as a platform around that and so.
At very significant Jack and his team have done a great job of building of key market.
Key platform will integrate that into our overall digital platform and obviously, we believe we can take that.
At product and with our reach and and our capabilities and our roster of business and make that even more.
A stronger go to market and future and we're excited to have Jack and his team on board, but it's a great platform and of great acceleration of our ability to get to market faster.
Okay.
Got it thank you very much and best of luck.
Okay. Thank you.
And that concludes the Q&A session for today I will now turn the call back over to you all of a depot CEO Gerry Smith for any closing remarks, yes. Thank you everyone for joining the call today I just want to point out and thank our team again for US the company of <unk>.
Outstanding performance across 2020, we did well from an operating results and free cash flow and the way I'd like to look at at we run a stronger position today than we were before the pandemic and we.
And at our value proposition.
And our digital platform for the future. We have made significant progress on our evolution and we have a very very strong balance sheet and very excited for our future wheel hub of an investor day later and this year and were looking forward of giving more details around our digital platform and and the great team, we built and the opportunities of the future. So thanks, everyone for joining the call today stay safe and happy.
Good morning.
Thank you for your participation. This concludes today's call you may now disconnect.
Yeah.
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