SOURCE: Blucora

Blucora Registered Trademark Logo

April 28, 2016 06:30 ET

Blucora Announces First Quarter 2016 Adjusted EBITDA up 11 Percent Year Over Year

Strong Tax Season Performance Drives 18 Percent Increase in TaxAct Revenue for the Full Season

BELLEVUE, WA--(Marketwired - April 28, 2016) -  Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals, today announced financial results for the first quarter ended March 31, 2016 and provided preliminary tax season update.

First Quarter Highlights and Recent Developments

  • Blucora named John S. Clendening as president and chief executive officer
  • TaxAct revenue and segment income expected to grow approximately 18 percent and 20 percent respectively for the six months through June 30, 2016 compared to the same period last year
  • HD Vest net revenue(1) grew 5 percent and segment income grew 26 percent in the first quarter compared to the same period last year
  • Blucora paid down principal of Term B loan by 10 percent ($40M) and repurchased $28.4 million of convertible debt

"Our team continues to drive efforts to strengthen Blucora and execute on our strategic transformation into a technology-enabled financial solutions company," said John Clendening, president and chief executive officer of Blucora. "We began 2016 with good momentum punctuated by our strong financial performance during this year's tax season. Looking ahead, we are committed to our 2016 stated objectives of aggressively paying down debt, divesting our non-core businesses, reducing operating expenses, and delivering on our business performance goals. I am thrilled to lead a newly transformed Blucora, excited for what we can achieve together, and confident in our ability to enhance shareholder value."

Eric Emans, chief financial officer and treasurer of Blucora, noted that the Company has made progress toward its commitment to pay down debt. "We retired more than $65 million of debt in the quarter," he explained, "lowering our net leverage ratio and highlighting the Company's growth, predictable profit generation and strong free cash flow conversion. Debt repayment will remain the top priority for our capital allocation strategy throughout this year and into 2017."

The following presentation includes pro forma financial information and HD Vest. In addition, it excludes the Search and Content and E-Commerce segments which have been classified as discontinued operations for all periods presented. The Company believes that this presentation most accurately reflects the financial performance of the Company on a go-forward basis.

Summary Financial Performance: Q1 2016
($ in millions except per share amounts)
 
      Q1     Q1    
      2016     2015   Change
      As reported     Pro forma    
Revenue   $ 165.8   $ 157.9   5%
  Wealth Management   $ 77.3   $ 76.8   1%
  Tax Preparation   $ 88.5   $ 81.1   9%
Segment Income                
  Wealth Management   $ 10.9   $ 8.6   26%
  Tax Preparation   $ 47.6   $ 44.1   8%
Unallocated Corporate Operating Expenses   $ 4.7   $ 4.4   7%
Adjusted EBITDA   $ 53.8   $ 48.4   11%
Non-GAAP:                
  Net Income   $ 39.3   $ 37.3   5%
  Diluted Net Income Per Share   $ 0.94   $ 0.89   6%
GAAP:                
  Net Income Attributable to Blucora, Inc.   $ 22.7   $ 18.4   23%
  Diluted Net Income Per Share Attributable to Blucora, Inc.   $ 0.54   $ 0.44   23%

See reconciliations of as reported and pro forma non-GAAP to GAAP measures in tables below.

(1) Net revenue represents Wealth Management segment revenue less Wealth Management services cost of revenue.

 
Tax Season Update
 
(in thousands, except %s)   Tax seasons ended
    April 19, 2016   April 16, 2015   % change
Consumer:            
  Online e-files   4,613   5,058   (9)%
  Desktop e-files   234   261   (10)%
    Sub-total e-files   4,847   5,319   (9)%
  Free File Alliance e-files   158   172   (8)%
    Total consumer e-files   5,005   5,491   (9)%
Professional tax preparer:            
  E-files   1,630   1,475   11%
Total e-files (consumer and preparer)   6,635   6,966   (5)%

Tax season begins on the first day that the IRS begins accepting e-files and ends on tax day +1.

Other

During the first quarter of 2016, the Company repaid $40.0 million on the TaxAct - HD Vest credit facility and repurchased $28.4 million of the Convertible Senior Notes for cash of $20.7 million. As a result, at the end of the first quarter, Blucora's net leverage ratio was lowered by 1.1x.

Second Quarter and Full Year 2016 Outlook

For the second quarter of 2016, the Company expects revenues to be between $120.5 million and $124.5 million, Adjusted EBITDA to be between $33.7 million and $35.9 million, Non-GAAP income from continuing operations to be between $20.0 million and $22.7 million, or $0.48 to $0.54 per diluted share, and GAAP income from continuing operations to be between $4.5 million and $6.3 million, or $0.11 to $0.15 per diluted share.

For the full year 2016, the Company expects revenues to be between $452.0 million and $465.5 million, Adjusted EBITDA to be between $90.0 million and $94.0 million, Non-GAAP income from continuing operations to be between $39.9 million and $44.4 million, or $0.95 to $1.06 per diluted share, and GAAP loss from continuing operations to be between $5.0 million and $1.3 million, or $(0.12) to $(0.03) per diluted share.

Conference Call and Webcast

A conference call and live webcast will be held today at 5:30 a.m. Pacific Time / 8:30 a.m. Eastern Time during which the Company will further discuss first quarter results and its outlook for the second quarter of 2016. We have also provided supplemental financial information to our results that can be accessed in the Investor Relations section of the Blucora corporate website at http://www.blucora.com and filed with the SEC on Form 8-K. A replay of the call and management's prepared remarks will also be available on our website.

About Blucora®

Blucora, Inc. (NASDAQ: BCOR) is a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals. Our products and services in tax preparation and wealth management, through TaxAct and HD Vest, help consumers manage their financial lives. TaxAct is an affordable digital tax preparation solution for individuals, business owners and tax professionals. HD Vest Financial Services® supports an independent network of tax professionals who provide comprehensive financial planning solutions. For more information on Blucora or its businesses, please visit www.blucora.com.

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management's expectations due to various risks and uncertainties including, but not limited to: general economic, industry, and market sector conditions; the availability of products to sell; the timing and extent of market acceptance of developed products and services and related costs; our dependence on companies to distribute our products and services; the ability to successfully integrate acquired businesses; future acquisitions; the successful execution of the Company's strategic initiatives, technology enhancements, operating plans, and marketing strategies; and the condition of our cash investments. A more detailed description of these and certain other factors that could affect actual results is included in Blucora, Inc.'s most recent Quarterly Report on Form 10-Q and subsequent reports filed with or furnished to the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Blucora, Inc. undertakes no obligation to update any forward-looking statements to reflect new information, events, or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

 
Blucora, Inc.
Preliminary Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
 
    Three months ended March 31,
      2016     2015
Revenue:            
  Wealth management services revenue   $ 77,291   $ -
  Tax preparation services revenue     88,474     81,068
      Total revenue     165,765     81,068
Operating expenses:            
  Cost of revenue:            
    Wealth management services cost of revenue     52,269     -
    Tax preparation services cost of revenue     3,207     2,137
    Amortization of acquired technology     667     1,862
      Total cost of revenue (1)     56,143     3,999
  Engineering and technology (1)     4,295     1,090
  Sales and marketing (1)     43,837     33,018
  General and administrative (1)     12,753     7,146
  Depreciation     975     351
  Amortization of other acquired intangible assets     8,316     3,186
      Total operating expenses     126,319     48,790
Operating income     39,446     32,278
Other loss, net (2)     (7,514)     (2,995)
Income from continuing operations before income taxes     31,932     29,283
Income tax expense     (11,643)     (9,868)
Income from continuing operations     20,289     19,415
Discontinued operations, net of income taxes     2,522     3,685
Net income     22,811     23,100
Net income attributable to noncontrolling interests     (144)     -
Net income attributable to Blucora, Inc.   $ 22,667   $ 23,100
Net income per share attributable to Blucora, Inc. - basic:            
  Continuing operations   $ 0.49   $ 0.47
  Discontinued operations     0.06     0.09
  Basic net income per share   $ 0.55   $ 0.56
Net income per share attributable to Blucora, Inc. - diluted:            
  Continuing operations   $ 0.48   $ 0.46
  Discontinued operations     0.06     0.09
  Diluted net income per share   $ 0.54   $ 0.55
Weighted average shares outstanding:            
  Basic     41,171     40,987
  Diluted     41,610     41,899

(1) Stock-based compensation expense was allocated among the following captions (in thousands):

    Three months ended March 31,
    2016   2015
Cost of revenue   $ 42   $ 29
Engineering and technology     411     133
Sales and marketing     601     195
General and administrative     3,175     1,548
  Total stock-based compensation expense   $ 4,229   $ 1,905

(2) Other loss, net was allocated among the following captions (in thousands):

    Three months ended March 31,
    2016   2015
Interest income   $ (25)   $ (122)
Interest expense     9,191     2,388
Amortization of debt issuance costs     610     276
Accretion of debt discounts     1,406     940
Gain on debt extinguishment and modification expense     (3,843)     -
Gain on third party bankruptcy settlement     (18)     (476)
Other     193     (11)
  Other loss, net   $ 7,514   $ 2,995
 
 
Blucora, Inc.
Preliminary Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands)
 
    March 31,   December 31,
    2016   2015
ASSETS            
Current assets:            
  Cash and cash equivalents   $ 67,955   $ 55,473
  Cash segregated under federal or other regulations     3,686     3,557
  Available-for-sale investments     11,642     11,301
  Accounts receivable, net of allowance     10,840     7,884
  Commissions receivable     15,062     16,328
  Other receivables     4,261     24,407
  Prepaid expenses and other current assets, net     7,320     10,062
  Current assets of discontinued operations     197,275     211,663
    Total current assets     318,041     340,675
Long-term assets:            
  Property and equipment, net     11,093     11,308
  Goodwill, net     551,027     548,959
  Other intangible assets, net     387,359     396,295
  Other long-term assets     2,216     2,311
    Total long-term assets     951,695     958,873
    Total assets   $ 1,269,736   $ 1,299,548
LIABILITIES AND STOCKHOLDERS' EQUITY            
Current liabilities:            
  Accounts payable   $ 9,906   $ 4,689
  Commissions and advisory fees payable     15,277     16,982
  Accrued expenses and other current liabilities     17,063     13,006
  Deferred revenue     7,945     11,521
  Current portion of long-term debt, net     3,200     31,631
  Current liabilities of discontinued operations     73,830     88,275
    Total current liabilities     127,221     166,104
Long-term liabilities:            
  Long-term debt, net     344,891     353,850
  Convertible senior notes, net     160,781     185,918
  Deferred tax liability, net     98,501     103,520
  Deferred revenue     2,868     1,902
  Other long-term liabilities     10,490     10,932
    Total long-term liabilities     617,531     656,122
    Total liabilities     744,752     822,226
 
Redeemable noncontrolling interests     15,182     15,038
 
Stockholders' equity:            
  Common stock     4     4
  Additional paid-in capital     1,514,923     1,490,405
  Accumulated deficit     (1,004,931)     (1,027,598)
  Accumulated other comprehensive loss     (194)     (527)
    Total stockholders' equity     509,802     462,284
Total liabilities and stockholders' equity   $ 1,269,736   $ 1,299,548
 
 
Blucora, Inc.
Preliminary Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 
    Three months ended March 31,
    2016   2015
Operating Activities:            
  Net income   $ 22,811   $ 23,100
  Less: Discontinued operations, net of income taxes     2,522     3,685
  Net income from continuing operations     20,289     19,415
  Adjustments to reconcile net income from continuing operations to net cash from operating activities:            
    Stock-based compensation     4,229     1,905
    Depreciation and amortization of acquired intangible assets     10,105     5,586
    Excess tax benefits from stock-based award activity     (16,865)     (22,081)
    Deferred income taxes     (5,127)     (14,277)
    Amortization of premium on investments, net     79     483
    Amortization of debt issuance costs     610     276
    Accretion of debt discounts     1,406     940
    Gain on debt extinguishment and modification expense     (3,843)     -
    Other     13     -
  Cash provided (used) by changes in operating assets and liabilities:            
    Cash segregated under federal or other regulations     (129)     -
    Accounts receivable     (2,967)     (4,726)
    Commissions receivable     1,266     -
    Other receivables     20,146     1,612
    Prepaid expenses and other current assets     2,709     3,570
    Other long-term assets     95     26
    Accounts payable     5,217     8,175
    Commissions and advisory fees payable     (1,705)     -
    Deferred revenue     (2,610)     (296)
    Accrued expenses and other current and long-term liabilities     18,809     27,579
      Net cash provided by operating activities from continuing operations     51,727     28,187
Investing Activities:            
    Purchases of property and equipment     (677)     (259)
    Proceeds from sales of investments     -     3,000
    Proceeds from maturities of investments     -     68,243
    Purchases of investments     (403)     (66,833)
      Net cash provided (used) by investing activities from continuing operations     (1,080)     4,151
Financing Activities:            
    Repurchase of convertible notes     (20,667)     -
    Repayment of credit facilities     (40,000)     (25,000)
    Stock repurchases     -     (4,445)
    Excess tax benefits from stock-based award activity     16,865     22,081
    Proceeds from stock option exercises     1,088     1,616
    Proceeds from issuance of stock through employee stock purchase plan     562     608
    Tax payments from shares withheld upon vesting of restricted stock units     (329)     (435)
      Net cash used by financing activities from continuing operations     (42,481)     (5,575)
Net cash provided by continuing operations     8,166     26,763
Net cash provided by operating activities from discontinued operations     8,402     2,726
Net cash used by investing activities from discontinued operations     (479)     (1,135)
Net cash used by financing activities from discontinued operations     (3,607)     (10,220)
Net cash provided (used) by discontinued operations     4,316     (8,629)
Net increase in cash and cash equivalents     12,482     18,134
Cash and cash equivalents, beginning of period     55,473     41,968
Cash and cash equivalents, end of period   $ 67,955   $ 60,102
 
 
Blucora, Inc.
Preliminary Segment Information
(Unaudited)
(Amounts in thousands)
 
    Three months ended March 31,
    2016   2015
Revenue:            
  Wealth Management   $ 77,291   $ -
  Tax Preparation     88,474     81,068
    Total revenue     165,765     81,068
Operating income:            
  Wealth Management     10,906     -
  Tax Preparation     47,573     44,145
  Corporate-level activity (1)     (19,033)     (11,867)
    Total operating income     39,446     32,278
Other loss, net     (7,514)     (2,995)
Income tax expense     (11,643)     (9,868)
Discontinued operations, net of income taxes     2,522     3,685
Net income   $ 22,811   $ 23,100

(1) Corporate-level activity included the following (in thousands):

    Three months ended March 31,
    2016   2015
Operating expenses   $ 4,699   $ 4,376
Stock-based compensation     4,229     1,905
Depreciation     1,122     538
Amortization of acquired intangible assets     8,983     5,048
  Total corporate-level activity   $ 19,033   $ 11,867
 
 
Blucora, Inc.
Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures
 
Preliminary Adjusted EBITDA Reconciliation (1)
(Unaudited)
(Amounts in thousands)
 
    Three months ended March 31,
    2016   2015
Operating income (2)   $ 39,446   $ 32,278
Stock-based compensation     4,229     1,905
Depreciation and amortization of acquired intangible assets     10,105     5,586
Adjusted EBITDA   $ 53,780   $ 39,769
 
 
Preliminary Non-GAAP Net Income Reconciliation (1)
(Unaudited)
(Amounts in thousands, except per share amounts)
 
      Three months ended March 31,
      2016     2015
Net income attributable to Blucora, Inc.(2)   $ 22,667   $ 23,100
Stock-based compensation     4,229     1,905
Amortization of acquired intangible assets     8,983     5,048
Accretion of debt discount on Convertible Senior Notes     963     940
Accelerated accretion of debt discount on Convertible Senior Notes     1,628     -
Gain on Convertible Senior Notes repurchased     (7,724)     -
Discontinued operations, net of income taxes     (2,522)     (3,685)
Impact of noncontrolling interests     144     -
Cash tax impact of adjustments to GAAP net income     339     (34)
Non-cash income tax expense (1)     10,579     9,811
Non-GAAP net income   $ 39,286   $ 37,085
Per diluted share:            
Net income attributable to Blucora, Inc.   $ 0.54   $ 0.55
Stock-based compensation     0.10     0.05
Amortization of acquired intangible assets     0.23     0.13
Accretion of debt discount on Convertible Senior Notes     0.02     0.02
Accelerated accretion of debt discount on Convertible Senior Notes     0.04     -
Gain on Convertible Senior Notes repurchased     (0.19)     -
Discontinued operations, net of income taxes     (0.06)     (0.09)
Impact of noncontrolling interests     0.00     -
Cash tax impact of adjustments to GAAP net income     0.01     0.00
Non-cash income tax expense     0.25     0.23
Non-GAAP net income   $ 0.94   $ 0.89
Weighted average shares outstanding used in computing per diluted share amounts     41,610     41,899
 
 
Blucora, Inc.
Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures
(As Reported and Pro Forma)
 
Preliminary Adjusted EBITDA Reconciliation (As Reported and Pro Forma) (1)
(Unaudited)
(Amounts in thousands)
 
    Three months ended March 31,
    2016   2015
     As reported   Pro forma
Operating income   $ 39,446   $ 34,198
Stock-based compensation     4,229     2,889
Depreciation and amortization of acquired intangible assets     10,105     11,329
Adjusted EBITDA   $ 53,780   $ 48,416
 
 
Preliminary Non-GAAP Net Income Reconciliation (As Reported and Pro Forma) (1)
(Unaudited)
(Amounts in thousands, except per share amounts)
 
     Three months ended March 31,
     2016    2015
     As reported    Pro forma
Net income attributable to Blucora, Inc.   $ 22,667   $ 18,415
Stock-based compensation     4,229     2,889
Amortization of acquired intangible assets     8,983     10,185
Accretion of debt discount on Convertible Senior Notes     963     940
Accelerated accretion of debt discount on Convertible Senior Notes     1,628     -
Gain on Convertible Senior Notes repurchased     (7,724)     -
Discontinued operations, net of income taxes     (2,522)     (3,685)
Impact of noncontrolling interests     144     -
Cash tax impact of adjustments to GAAP net income     339     (100)
Non-cash income tax expense     10,579     8,671
Non-GAAP net income   $ 39,286   $ 37,315
Per diluted share:            
Net income attributable to Blucora, Inc.   $ 0.54   $ 0.44
Stock-based compensation     0.10     0.07
Amortization of acquired intangible assets     0.23     0.24
Accretion of debt discount on Convertible Senior Notes     0.02     0.02
Accelerated accretion of debt discount on Convertible Senior Notes     0.04     -
Gain on Convertible Senior Notes repurchased     (0.19)     -
Discontinued operations, net of income taxes     (0.06)     (0.09)
Impact of noncontrolling interests     0.00     -
Cash tax impact of adjustments to GAAP net income     0.01     0.00
Non-cash income tax expense     0.25     0.21
Non-GAAP net income   $ 0.94   $ 0.89
Weighted average shares outstanding used in computing per diluted share amounts     41,610     41,899
 
 
Preliminary Adjusted EBITDA Reconciliation for Forward-Looking Guidance
(Amounts in thousands)
 
    Ranges for the three
months ending
  Ranges for the
year ending
    June 30, 2016   December 31, 2016
Income (loss) from continuing operations   $ 4,500   $ 6,300   $ (5,000)   $ (1,300)
Stock-based compensation     4,300     4,300     18,700     17,700
Depreciation and amortization of acquired intangible assets     9,600     9,500     39,200     38,900
Other loss, net (3)     12,800     12,300     39,900     39,400
Income tax (benefit) expense     2,500     3,500     (2,800)     (700)
Adjusted EBITDA   $ 33,700   $ 35,900   $ 90,000   $ 94,000
 
Preliminary Non-GAAP Income from Continuing Operations Reconciliation for Forward-Looking Guidance
(Amounts in thousands)
 
     Ranges for the three
months ending
   Ranges for the
year ending
     June 30, 2016    December 31, 2016
Income (loss) from continuing operations   $ 4,500   $ 6,300   $ (5,000)   $ (1,300)
Stock-based compensation     4,300     4,300     18,700     17,700
Amortization of acquired intangible assets     8,400     8,400     34,200     34,100
Accretion of debt discount on Convertible Senior Notes     1,000     1,000     3,700     3,700
Accelerated accretion of debt discount on Convertible Senior Notes     -     -     1,600     1,600
Gain on Convertible Senior Notes repurchased     -     -     (7,700)     (7,700)
Cash tax impact of adjustments to income (loss) from continuing operations     -     -     300     300
Non-cash income tax (benefit) expense     1,800     2,700     (5,900)     (4,000)
Non-GAAP income from continuing operations   $ 20,000   $ 22,700   $ 39,900   $ 44,400
                         

Notes to Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures

(1) We define Adjusted EBITDA differently for this report than we have defined it in the past, due to the impact of noncontrolling interests from the HD Vest acquisition that we began recognizing in the first quarter of 2016 and the discontinued operations treatment of our Search and Content and E-Commerce businesses as determined in the fourth quarter of 2015. We define Adjusted EBITDA as operating income, determined in accordance with GAAP, excluding the effects of depreciation, amortization of acquired intangible assets (including acquired technology), and stock-based compensation.

We believe that Adjusted EBITDA provides meaningful supplemental information regarding our performance. We use this non-GAAP financial measure for internal management and compensation purposes, when publicly providing guidance on possible future results, and as a means to evaluate period-to-period comparisons. We believe that Adjusted EBITDA is a common measure used by investors and analysts to evaluate our performance, that it provides a more complete understanding of the results of operations and trends affecting our business when viewed together with GAAP results, and that management and investors benefit from referring to this non-GAAP financial measure. Items excluded from Adjusted EBITDA are significant and necessary components to the operations of our business and, therefore, Adjusted EBITDA should be considered as a supplement to, and not as a substitute for or superior to, GAAP net income. Other companies may calculate Adjusted EBITDA differently and, therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

We define non-GAAP net income differently for this report than we have defined it in the past, due to the impact of noncontrolling interests from the HD Vest acquisition that we began recognizing in the first quarter of 2016 and the discontinued operations treatment of our Search and Content and E-Commerce businesses as determined in the fourth quarter of 2015. For this report, we define non-GAAP net income as net income attributable to Blucora, Inc., determined in accordance with GAAP, excluding the effects of stock-based compensation, amortization of acquired intangible assets (included acquired technology), accretion of debt discount and accelerated accretion of debt discount on the Convertible Senior Notes, gain on Convertible Senior Notes repurchased, discontinued operations, the impact of noncontrolling interests, and the related cash tax impact of those adjustments, and non-cash income taxes. We exclude the non-cash portion of income taxes because of our ability to offset a substantial portion of our cash tax liabilities by using deferred tax assets, which primarily consist of U.S. federal net operating losses. The majority of these net operating losses will expire, if unutilized, between 2020 and 2024.

We believe that non-GAAP net income and non-GAAP net income per share provide meaningful supplemental information to management, investors, and analysts regarding our performance and the valuation of our business by excluding items in the statement of operations that we do not consider part of our ongoing operations or have not been, or are not expected to be, settled in cash. Additionally, we believe that non-GAAP net income and non-GAAP net income per share are common measures used by investors and analysts to evaluate our performance and the valuation of our business. Non-GAAP net income should be evaluated in light of our financial results prepared in accordance with GAAP and should be considered as a supplement to, and not as a substitute for or superior to, GAAP net income. Other companies may calculate non-GAAP net income differently, and, therefore, our non-GAAP net income may not be comparable to similarly titled measures of other companies.

(2) As presented in the Preliminary Condensed Consolidated Statements of Operations (unaudited).

(3) Other loss, net primarily includes items such as interest income, interest expense, amortization of debt issuance costs, accretion of debt discounts, gain/loss on debt extinguishment and modification expense, and gain on third party bankruptcy settlement.

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