Sportsman’s Warehouse Holdings, Inc. Announces Second Quarter 2023 Financial Results
- Net sales decrease by 11.8% in Q2 2023
- Adjusted net loss of $(1.6) million in Q2 2023
- Net sales decrease by 12.6% in the first six months of fiscal year 2023
- Same store sales decrease by 16.1% in Q2 2023
- Net loss of $(3.3) million in Q2 2023
- Adjusted EBITDA decreases to $13.1 million in Q2 2023
WEST JORDAN, Utah, Sept. 06, 2023 (GLOBE NEWSWIRE) -- Sportsman's Warehouse Holdings, Inc. (“Sportsman's Warehouse” or the “Company”) (Nasdaq: SPWH) today announced financial results for the thirteen weeks ended July 29, 2023.
“We were disappointed with our second quarter results and the slow-down in store traffic, as the challenging macroeconomic conditions continue to pressure consumer discretionary spending,” said Joseph Schneider, interim CEO and Chair of the Board. “Given results came in below our expectations, we are taking additional actions to reduce our overall expense structure to closer align with current sales trends. Additionally, we will be more aggressive and strategic with our promotional activity to drive foot traffic to our stores and leverage our omni-channel platform to provide consumers with an industry leading product assortment.”
“The Board continues to search for a permanent, long-term CEO to lead Sportsman’s Warehouse,” continued Schneider. “This is our number one priority. The search is progressing well and we are pleased with the quality and experience we are seeing in the candidates and expect to fill the position soon.”
For the thirteen weeks ended July 29, 2023:
- Net sales were
$309.5 million , compared to$351.0 million in the second quarter of fiscal year 2022, a decrease of11.8% . This net sales decrease was primarily due to lower demand across all product categories and a decline in store traffic resulting from the continued impact of consumer inflationary pressures on discretionary spending, partially offset by the opening of 14 new stores since July 30, 2022. - Same store sales decreased
16.1% during the second quarter of fiscal year 2023, compared to the second quarter of fiscal year 2022, primarily as a result of the same factors noted above that impacted net sales. - Gross profit was
$100.8 million , or32.6% of net sales, compared to$117.5 million , or33.5% of net sales, in the corresponding period of fiscal year 2022. This decrease as a percentage of net sales was primarily driven by a greater portion of our sales from promotional activities and reduced product margins in our ammunition category. - Selling, general, and administrative (SG&A) expenses were
$102.3 million , or33.1% of net sales, compared to$97.0 million , or27.6% of net sales, in the second quarter of fiscal year 2022. The increase, as a percentage of net sales, was largely due to increases in rent, depreciation and new store pre-opening expenses, primarily related to the opening of 14 new stores since July 30, 2022. These increases were partially offset by a decrease in payroll expenses, driven by increased operational efficiencies across our retail stores. - Net loss was
$(3.3) million , compared to net income of$14.6 million in the second quarter of fiscal year 2022. Adjusted net loss was$(1.6) million compared to adjusted net income of$15.1 million in the second quarter of fiscal year 2022 (see “GAAP and Non-GAAP Financial Measures”). - Adjusted EBITDA was
$13.1 million , compared to$30.6 million in the corresponding prior-year period (see “GAAP and Non-GAAP Financial Measures”). - Diluted loss per share was
$(0.09) compared to a diluted earnings per share of$0.35 in the corresponding prior-year period. Adjusted diluted loss per share was$(0.04) compared to adjusted diluted earnings per share of$0.36 in the second quarter of fiscal year 2022 (see “GAAP and Non-GAAP Financial Measures”).
For the twenty-six weeks ended July 29, 2023:
- Net sales were
$577.0 million , a decrease of12.6% , compared to the first six months of fiscal year 2022. This net sales decrease was primarily driven by lower demand across all product categories and a decline in store traffic due to the continued consumer inflationary pressures on discretionary spending and extended winter weather conditions in the Western United States, partially offset by the opening of 14 new stores since July 30, 2022. - Same store sales decreased
16.9% compared to the first six months of fiscal 2022, primarily as a result of the same factors noted above that impacted net sales. - Gross profit was
$180.9 million or31.3% of net sales, compared to$216.6 million or32.8% of net sales for the first six months of fiscal 2022. This decrease as a percentage of net sales was primarily due to a mix shift to product categories with lower margins, reduced overall product margins from increased promotional activities and a decline in ammunition margins. - SG&A expenses increased to
$201.3 million or34.9% of net sales, compared with$193.1 million or29.2% of net sales for the first six months of fiscal 2022. This increase was primarily the result of increases in rent, depreciation, new store pre-opening expenses and professional services expenses. These expenses were partially offset by increased store operating efficiencies. - Net loss was
$(18.9) million , compared to net income of$16.6 million in the prior year period. Adjusted net loss was$(16.4) million , compared to adjusted net income of$17.3 million in the first six months of fiscal 2022 (see “GAAP and Non-GAAP Financial Measures”). - Adjusted EBITDA was
$7.5 million compared to$43.6 million in the prior year period (see "GAAP and Non-GAAP Financial Measures"). - Diluted loss per share was
$(0.50) , compared to diluted earnings per share of$0.38 in the first six months of last year. Adjusted diluted loss per share was$(0.44) , compared to adjusted diluted earnings per share of$0.40 in the prior year period (see "GAAP and Non-GAAP Financial Measures").
Balance sheet and capital allocation highlights as of July 29, 2023:
- The Company ended the quarter with net debt of
$200.2 million , comprised of$2.9 million of cash and cash equivalents and$203.1 million of borrowings outstanding under the Company’s revolving credit facility. Inventory at the end of the second quarter was$457.2 million . - Total liquidity was
$98.6 million as of the end of the second quarter of fiscal year 2023, comprised of$95.7 million of availability on the revolving credit facility and$2.9 million of cash and cash equivalents. - During the second quarter of fiscal year 2023, the Company repurchased approximately 431,000 shares of its common stock in the open market, returning
$2.1 million to stockholders. As of the end of the second quarter of fiscal year 2023, the Company had approximately$7.5 million of remaining capacity under its authorized repurchase program.
Third Quarter Fiscal Year 2023 Outlook:
For the third quarter of fiscal year 2023, net sales are expected to be in the range of
Jeff White, Chief Financial Officer of Sportsman’s Warehouse, said, “During the second quarter we successfully executed certain cost reductions and continue to find ways to streamline our overall expense structure to be leaner and more efficient. We believe these ongoing efforts will yield up to
Conference Call Information:
A conference call to discuss second quarter 2023 financial results is scheduled for September 6, 2023, at 5:00PM Eastern Time. The conference call will be held via webcast and may be accessed via the Investor Relations section of the Company’s website at www.sportsmans.com.
Non-GAAP Financial Measures
This press release includes the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission (the “SEC”) and that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”): adjusted net (loss) income, adjusted diluted (loss) earnings per share and adjusted EBITDA. The Company defines adjusted net (loss) income as net (loss) income plus expenses incurred relating to director and officer transition costs, costs related to the implementation of our cost reduction plan and a one-time legal settlement and related fees and expenses. Net (loss) income is the most comparable GAAP financial measure to adjusted net (loss) income. The Company defines adjusted diluted (loss) earnings per share as adjusted net (loss) income divided by diluted weighted average shares outstanding. Diluted (loss) earnings per share is the most comparable GAAP financial measure to adjusted diluted (loss) earnings per share. The Company defines Adjusted EBITDA as net (loss) income plus interest expense, income tax (benefit) expense, depreciation and amortization, stock-based compensation expense, pre-opening expenses, director and officer transition costs, costs related to the implementation of our cost reduction plan and a one-time legal settlement and related fees and expenses. Net (loss) income is the most comparable GAAP financial measure to adjusted EBITDA. Adjusted EBITDA excludes pre-opening expenses because the Company does not believe these expenses are indicative of the underlying operating performance of its stores. The amount and timing of pre-opening expenses are dependent on, among other things, the size of new stores opened and the number of new stores opened during any given period. The Company has reconciled these non-GAAP financial measures to the most directly comparable GAAP financial measures under “GAAP and Non-GAAP Financial Measures” in this release. The Company believes that these non-GAAP financial measures not only provide its management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors and are frequently used by analysts, investors and other interested parties in the evaluation of companies in the Company’s industry. Specifically, these non-GAAP financial measures allow investors to better understand the performance of the Company’s business and facilitate a more meaningful comparison of its diluted (loss) earnings per share and actual results on a period-over-period basis. The Company has provided this information as a means to evaluate the results of its ongoing operations, and as additional measurement tools for purposes of business decision-making, including evaluating store performance, developing budgets and managing expenditures. Other companies in the Company’s industry may calculate these items differently than the Company does. Each of these measures is not a measure of performance under GAAP and should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. The Company’s management believes that these non-GAAP financial measures allow investors to evaluate the Company’s operating performance and compare its results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of the Company’s core operating performance. The presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that the Company’s future results, cash flows or leverage will be unaffected by other unusual or non-recurring items.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this release include, but are not limited to, statements regarding: expected annual cost savings from our cost reduction initiatives; our ability to leverage our omni-channel platform to drive consumers to our stores and website; our search for a permanent, long-term CEO with the skills and drive needed to lead our company through its next evolution of growth; our guidance for net sales, same store sales and adjusted diluted earnings per share for the third quarter of fiscal year 2023; our plan to implement aggressive promotions to drive store traffic and accommodate our customers; and our anticipated
About Sportsman’s Warehouse Holdings, Inc.
Sportsman’s Warehouse Holdings, Inc. is an outdoor specialty retailer focused on meeting the needs of the seasoned outdoor veteran, the first-time participant, and everyone in between. We provide outstanding gear and exceptional service to inspire outdoor memories.
For press releases and certain additional information about the Company, visit the Investor Relations section of the Company's website at www.sportsmans.com.
Investor Contact:
Riley Timmer
Vice President, Investor Relations
Sportsman’s Warehouse
(801) 304-2816
investors@sportsmans.com
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. Condensed Consolidated Statements of Operations (Unaudited) (amounts in thousands, except per share data) | |||||||||||||||
For the Thirteen Weeks Ended | |||||||||||||||
July 29, 2023 | % of net sales | July 30, 2022 | % of net sales | YOY Variance | |||||||||||
Net sales | $ | 309,495 | 100.0% | $ | 351,021 | 100.0% | $ | (41,526 | ) | ||||||
Cost of goods sold | 208,678 | 67.4% | 233,482 | 66.5% | (24,804 | ) | |||||||||
Gross profit | 100,817 | 32.6% | 117,539 | 33.5% | (16,722 | ) | |||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative expenses | 102,334 | 33.1% | 97,023 | 27.6% | 5,311 | ||||||||||
(Loss) income from operations | (1,517 | ) | (0.5%) | 20,516 | 5.9% | (22,033 | ) | ||||||||
Interest expense | 3,527 | 1.1% | 767 | 0.2% | 2,760 | ||||||||||
(Loss) income before income taxes | (5,044 | ) | (1.6%) | 19,749 | 5.7% | (24,793 | ) | ||||||||
Income tax (benefit) expense | (1,756 | ) | (0.6%) | 5,135 | 1.5% | (6,891 | ) | ||||||||
Net (loss) income | $ | (3,288 | ) | (1.0%) | $ | 14,614 | 4.2% | $ | (17,902 | ) | |||||
(Loss) earnings per share | |||||||||||||||
Basic | $ | (0.09 | ) | $ | 0.35 | $ | (0.44 | ) | |||||||
Diluted | $ | (0.09 | ) | $ | 0.35 | $ | (0.44 | ) | |||||||
Weighted average shares outstanding | |||||||||||||||
Basic | 37,498 | 41,962 | (4,464 | ) | |||||||||||
Diluted | 37,498 | 42,194 | (4,696 | ) | |||||||||||
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. Condensed Consolidated Statements of Operations (Unaudited) (amounts in thousands, except per share data) | |||||||||||||||
For the Twenty-Six Weeks Ended | |||||||||||||||
July 29, 2023 | % of net sales | July 30, 2022 | % of net sales | YOY Variance | |||||||||||
Net sales | $ | 577,024 | 100.0% | $ | 660,526 | 100.0% | $ | (83,502 | ) | ||||||
Cost of goods sold | 396,163 | 68.7% | 443,896 | 67.2% | (47,733 | ) | |||||||||
Gross profit | 180,861 | 31.3% | 216,630 | 32.8% | (35,769 | ) | |||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative expenses | 201,337 | 34.9% | 193,108 | 29.2% | 8,229 | ||||||||||
(Loss) income from operations | (20,476 | ) | (3.6%) | 23,522 | 3.6% | (43,998 | ) | ||||||||
Interest expense | 5,574 | 1.0% | 1,334 | 0.2% | 4,240 | ||||||||||
(Loss) income before income taxes | (26,050 | ) | (4.6%) | 22,188 | 3.4% | (48,238 | ) | ||||||||
Income tax (benefit) expense | (7,123 | ) | (1.3%) | 5,576 | 0.8% | (12,699 | ) | ||||||||
Net (loss) income | $ | (18,927 | ) | (3.3%) | $ | 16,612 | 2.5% | $ | (35,539 | ) | |||||
(Loss) earnings per share | |||||||||||||||
Basic | $ | (0.50 | ) | $ | 0.39 | $ | (0.89 | ) | |||||||
Diluted | $ | (0.50 | ) | $ | 0.38 | $ | (0.89 | ) | |||||||
Weighted average shares outstanding | |||||||||||||||
Basic | 37,546 | 42,950 | (5,404 | ) | |||||||||||
Diluted | 37,546 | 43,180 | (5,634 | ) | |||||||||||
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. Condensed Consolidated Balance Sheets (Unaudited) (amounts in thousands, except par value data) | ||||||||
July 29, | January 28, | |||||||
2023 | 2023 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 2,893 | $ | 2,389 | ||||
Accounts receivable, net | 2,774 | 2,053 | ||||||
Income tax receivable | 5,246 | — | ||||||
Merchandise inventories | 457,160 | 399,128 | ||||||
Prepaid expenses and other | 26,615 | 22,326 | ||||||
Total current assets | 494,688 | 425,896 | ||||||
Operating lease right of use asset | 302,002 | 268,593 | ||||||
Property and equipment, net | 197,759 | 162,586 | ||||||
Goodwill | 1,496 | 1,496 | ||||||
Definite lived intangibles, net | 359 | 389 | ||||||
Total assets | $ | 996,304 | $ | 858,960 | ||||
Liabilities and Stockholders' Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 75,435 | $ | 61,948 | ||||
Accrued expenses | 91,307 | 99,976 | ||||||
Income taxes payable | — | 932 | ||||||
Operating lease liability, current | 47,864 | 45,465 | ||||||
Revolving line of credit | 203,059 | 87,503 | ||||||
Total current liabilities | 417,665 | 295,824 | ||||||
Long-term liabilities: | ||||||||
Deferred income taxes | 7,151 | 9,544 | ||||||
Operating lease liability, noncurrent | 298,774 | 260,479 | ||||||
Total long-term liabilities | 305,925 | 270,023 | ||||||
Total liabilities | 723,590 | 565,847 | ||||||
Commitments and contingencies | ||||||||
Stockholders' equity: | ||||||||
Preferred stock, $.01 par value; 20,000 shares authorized; 0 shares issued and outstanding | — | — | ||||||
Common stock, $.01 par value; 100,000 shares authorized; 37,381 and 37,541 shares issued and outstanding, respectively | 374 | 375 | ||||||
Additional paid-in capital | 79,887 | 79,743 | ||||||
Accumulated earnings | 192,453 | 212,995 | ||||||
Total stockholders' equity | 272,714 | 293,113 | ||||||
Total liabilities and stockholders' equity | $ | 996,304 | $ | 858,960 | ||||
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. Condensed Consolidated Statements Cash Flows (Unaudited) (amounts in thousands) | ||||||||
Twenty-Six Weeks Ended | ||||||||
July 29, | July 30, | |||||||
2023 | 2022 | |||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | $ | (18,927 | ) | $ | 16,612 | |||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
Depreciation of property and equipment | 17,719 | 15,137 | ||||||
Amortization of deferred financing fees | 76 | 108 | ||||||
Amortization of definite lived intangible | 30 | 36 | ||||||
Noncash lease expense | 12,615 | 16,027 | ||||||
Deferred income taxes | (2,393 | ) | (770 | ) | ||||
Stock-based compensation | 2,376 | 2,449 | ||||||
Change in operating assets and liabilities, net of amounts acquired: | ||||||||
Accounts receivable, net | (720 | ) | 26 | |||||
Operating lease liabilities | (5,330 | ) | (15,276 | ) | ||||
Merchandise inventories | (58,032 | ) | (50,822 | ) | ||||
Prepaid expenses and other | (4,368 | ) | 1,500 | |||||
Accounts payable | 11,832 | 38,269 | ||||||
Accrued expenses | (7,028 | ) | (10,681 | ) | ||||
Income taxes payable and receivable | (6,178 | ) | (4,648 | ) | ||||
Net cash (used in) provided by operating activities | (58,328 | ) | 7,967 | |||||
Cash flows from investing activities: | ||||||||
Purchase of property and equipment, net of amounts acquired | (51,971 | ) | (22,588 | ) | ||||
Net cash used in investing activities | (51,971 | ) | (22,588 | ) | ||||
Cash flows from financing activities: | ||||||||
Net borrowings on line of credit | 115,556 | 24,726 | ||||||
Decrease in book overdraft | (904 | ) | (7,221 | ) | ||||
Proceeds from issuance of common stock per employee stock purchase plan | 456 | 525 | ||||||
Payments to acquire treasury stock | (2,748 | ) | (52,057 | ) | ||||
Payment of withholdings on restricted stock units | (1,557 | ) | (1,844 | ) | ||||
Payment of deferred financing costs | — | (508 | ) | |||||
Net cash provided by (used in) financing activities | 110,803 | (36,379 | ) | |||||
Net change in cash and cash equivalents | 504 | (51,000 | ) | |||||
Cash and cash equivalents at beginning of period | 2,389 | 57,018 | ||||||
Cash and cash equivalents at end of period | $ | 2,893 | $ | 6,018 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid during the period for: | ||||||||
Interest, net of amounts capitalized | $ | 2,343 | $ | 1,220 | ||||
Income taxes, net of refunds | 1,448 | 10,993 | ||||||
Supplemental schedule of noncash activities: | ||||||||
Noncash change in operating lease right of use asset and operating lease liabilities from remeasurement of existing leases and addition of new leases | $ | 46,081 | $ | 23,972 | ||||
Purchases of property and equipment included in accounts payable and accrued expenses | $ | 9,601 | $ | 5,409 | ||||
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. GAAP and Non-GAAP Financial Measures (Unaudited) (amounts in thousands, except per share data) | ||||||||||||||||
The following table presents the reconciliations of (i) GAAP net (loss) income to adjusted net (loss) income and (ii) GAAP diluted (loss) earnings per share to adjusted diluted (loss) earnings per share: | ||||||||||||||||
For the Thirteen Weeks Ended | For the Twenty-Six Weeks Ended | |||||||||||||||
July 29, 2023 | July 30, 2022 | July 29, 2023 | July 30, 2022 | |||||||||||||
Numerator: | ||||||||||||||||
Net (loss) income | $ | (3,288 | ) | $ | 14,614 | $ | (18,927 | ) | $ | 16,612 | ||||||
Director and officer transition costs (1) | 773 | 704 | 1,887 | 925 | ||||||||||||
Cost reduction plan (2) | 865 | — | 865 | — | ||||||||||||
Legal settlement (3) | 687 | — | 687 | — | ||||||||||||
Less tax benefit | (605 | ) | (183 | ) | (894 | ) | (241 | ) | ||||||||
Adjusted net (loss) income | $ | (1,568 | ) | $ | 15,135 | $ | (16,382 | ) | $ | 17,296 | ||||||
Denominator: | ||||||||||||||||
Diluted weighted average shares outstanding | 37,498 | 42,194 | 37,546 | 43,180 | ||||||||||||
Reconciliation of (loss) earnings per share: | ||||||||||||||||
Diluted (loss) earnings per share | $ | (0.09 | ) | $ | 0.35 | $ | (0.50 | ) | $ | 0.38 | ||||||
Impact of adjustments to numerator and denominator | 0.05 | 0.01 | 0.06 | 0.02 | ||||||||||||
Adjusted diluted (loss) earnings per share | $ | (0.04 | ) | $ | 0.36 | $ | (0.44 | ) | $ | 0.40 | ||||||
(1) Expenses incurred relating to departure of directors and officers and the recruitment of directors and key members of our senior management team. For the 26 weeks ended July 29, 2023, we incurred | ||||||||||||||||
(2) Severance expenses paid as part of our cost reduction plan implemented during the 13 weeks ended July 29, 2023. | ||||||||||||||||
(3) Represents a one-time legal settlement and related fees and expenses. | ||||||||||||||||
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. GAAP and Non-GAAP Financial Measures (Unaudited) (amounts in thousands, except per share data) | ||||||||||||||||
The following table presents the reconciliation of GAAP net (loss) income to adjusted EBITDA for the periods presented: | ||||||||||||||||
For the Thirteen Weeks Ended | For the Twenty-Six Weeks Ended | |||||||||||||||
July 29, 2023 | July 30, 2022 | July 29, 2023 | July 30, 2022 | |||||||||||||
Net (loss) income | $ | (3,288 | ) | $ | 14,614 | $ | (18,927 | ) | $ | 16,612 | ||||||
Interest expense | 3,527 | 767 | 5,574 | 1,334 | ||||||||||||
Income tax (benefit) expense | (1,756 | ) | 5,135 | (7,123 | ) | 5,576 | ||||||||||
Depreciation and amortization | 8,967 | 7,762 | 17,749 | 15,173 | ||||||||||||
Stock-based compensation expense (1) | 1,126 | 1,091 | 2,376 | 2,449 | ||||||||||||
Pre-opening expenses (2) | 2,188 | 553 | 4,444 | 1,504 | ||||||||||||
Director and officer transition costs (3) | 773 | 704 | 1,887 | 925 | ||||||||||||
Cost reduction plan (4) | 865 | — | 865 | — | ||||||||||||
Legal settlement (5) | 687 | — | 687 | — | ||||||||||||
Adjusted EBITDA | $ | 13,089 | $ | 30,626 | $ | 7,532 | $ | 43,573 | ||||||||
(1) Stock-based compensation expense represents non-cash expenses related to equity instruments granted to employees under the Sportsman's Warehouse Holdings, Inc. 2019 Performance Incentive Plan and the Sportsman's Warehouse Holdings, Inc. Employee Stock Purchase Plan. | ||||||||||||||||
(2) Pre-opening expenses include expenses incurred in the preparation and opening of a new store location, such as payroll, travel and supplies, but do not include the cost of the initial inventory or capital expenditures required to open a location. | ||||||||||||||||
(3) Expenses incurred relating to departure of directors and officers and the recruitment of directors and key members of our senior management team. For the 26 weeks ended July 29, 2023, we incurred | ||||||||||||||||
(4) Severance expenses paid as part of our cost reduction plan implemented during the 13 weeks ended July 29, 2023. | ||||||||||||||||
(5) Represents a one-time legal settlement and related fees and expenses. | ||||||||||||||||