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Going Concern Assessment Template (IFRS, ASC 205-40, ISA 570)

Assessment period, events, liquidity, base case, covenant headroom, downside, reverse stress test, mitigations, conclusion, disclosure, board approval

Finanzen, Anlage & RechnungswesenVollständigIAS 1 paras 25-26 / IAS 8 (IFRS 18, from 2027); ASC 205-40; ISA 570 (Revised 2024); ISA (UK) 570; PCAOB AS 2415goingconcernassessmentmath

Anleitung: Use it when management and the board must document the going concern basis and any material uncertainty for annual or interim financial statements. Fill the assessment period and the base case from the approved budget first, then the downside, reverse stress test and mitigating actions before writing the conclusion. The main pitfall is counting mitigating actions that need lender or buyer consent, or ending the analysis just before a debt maturity.

Vorschau

Going Concern Assessment: [Entity or group name] [Financial statements for the period ended YYYY-MM-DD]

Management's documented assessment of whether the going concern basis of accounting is appropriate and whether a material uncertainty exists: the assessment period, events and conditions, liquidity and funding, base case forecast, covenant headroom, a severe but plausible downside, a reverse stress test, mitigating actions, the conclusion, the disclosure consequences and board approval. Structure aligned with the going concern requirements of IFRS Accounting Standards (IAS 1 paragraphs 25 and 26 for periods beginning before 2027-01-01; the same requirements moved into IAS 8 "Basis of Preparation of Financial Statements" when IFRS 18 applies, from 2027-01-01), US GAAP ASC 205-40, and the auditor's evaluation under ISA 570 (Revised 2024), effective for audits of periods beginning on or after 2026-12-15, ISA (UK) 570 and PCAOB AS 2415. Obtain the standard or law for the normative text. Replace every [bracketed] value and every row marked Example. This is a document format, not accounting, audit, legal or financial advice.

Document control

FieldValue
Document ID[GCA-YYYY-001]
Entity or group[Legal name] Example: Corvid Commerce Group plc (consolidated, entity code CC-HOLD)
Financial statements[Annual / Interim] for the period ended YYYY-MM-DD Example: annual, 2026-12-31
Reporting framework[UK-adopted international accounting standards / IFRS as adopted by the EU / IFRS Accounting Standards as issued by the IASB / US GAAP / local GAAP] Example: UK-adopted international accounting standards, also compliant with IFRS Accounting Standards as issued by the IASB (Form 20-F)
Statutory auditor[Firm] Example: Ashgrove & Partners LLP (ISAs (UK); PCAOB standards for Form 20-F)
Functional and presentation currency[Currency, unit] Example: EUR thousand
Expected approval date of financial statementsYYYY-MM-DD Example: 2027-03-10
Assessment period[Start] to [End] Example: 2027-01-01 to 2028-03-31
Version[0.1]
Status[Draft / Reviewed by audit committee / Approved by board]
Owner[@cfo]
Preparer[@group-financial-controller]
Approvers/reviewers[@audit-committee-chair], [@board-chair], [@treasurer]
Last updatedYYYY-MM-DD
Classification[Confidential: board and auditor only]
Source forecast[Budget or forecast version and date] Example: FY2027 budget v1.0 approved 2026-12-10

Approvals

RoleNameDecisionDate
Chief financial officer (preparer sign-off)[@cfo][Recommend / Recommend with conditions]YYYY-MM-DD
Audit committee chair[@name][Recommend to board / Return for rework]YYYY-MM-DD
Board of directors[Board minute reference][Approve going concern basis / Approve with material uncertainty disclosure]YYYY-MM-DD

Revision history

VersionDateAuthorChange summary
0.1YYYY-MM-DD[@name]First draft from approved budget
0.2YYYY-MM-DD[@name]Example: Downside and reverse stress test added after audit committee review
0.3YYYY-MM-DD[@name]Example: Liquidity restated on the treasury-policy basis (facilities count only with more than 12 months to maturity); debt service cover added; refinancing moved to a significant judgement
1.0YYYY-MM-DD[@name]Example: Approved by the board with the FY2026 financial statements

Contents

1. Purpose, basis and assessment period

This assessment records how management and the board concluded whether it is appropriate to prepare the financial statements on a going concern basis, and whether any material uncertainty about the entity's ability to continue as a going concern must be disclosed. It is the evidence the board relies on when it approves the financial statements, and the evidence the auditor reviews when forming its own view.

Identify the framework requirements that apply to this set of financial statements. Under IFRS Accounting Standards, management assesses the entity's ability to continue as a going concern and takes into account all available information about the future, covering at least, but not limited to, twelve months from the end of the reporting period (IAS 1 paragraphs 25 and 26 for periods beginning before 2027-01-01). When IFRS 18 "Presentation and Disclosure in Financial Statements" applies, for annual periods beginning on or after 2027-01-01, the same going concern requirements sit in IAS 8, retitled "Basis of Preparation of Financial Statements"; check the new paragraph numbers in the amended standard. Under US GAAP, ASC 205-40 requires management to evaluate, for each annual and interim period, whether conditions or events raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued (or available to be issued).

Choose an assessment period that satisfies every party who will rely on it. The auditor of periods beginning on or after 2026-12-15 applies ISA 570 (Revised 2024), which extends the auditor's evaluation to at least twelve months from the date the financial statements are approved. ISA (UK) 570, used for UK statutory audits, already required at least twelve months from approval before the IAASB revision. A PCAOB audit applies AS 2415, which looks at a reasonable period not exceeding one year beyond the date of the financial statements. Where management's own period is shorter, the auditor asks management to extend it. Setting the period to run at least twelve months from the expected approval date, rounded up to the next quarter end, avoids that request and the timetable pressure it creates.

ItemValueBasis or comment
Reporting period endExample: 2026-12-31FY2026 consolidated financial statements
Framework for these statementsUK-adopted international accounting standards, also compliant with IFRS Accounting Standards as issued by the IASBDual compliance statement for the UK annual report and Form 20-F. FY2026 is before IFRS 18 applies, so IAS 1 paragraphs 25 and 26 apply; FY2027 statements will apply IAS 8 as amended
Expected approval date2027-03-10Board meeting date in the reporting calendar
Minimum period under the framework2027-01-01 to 2027-12-31Twelve months from the end of the reporting period
Auditor's evaluation periodAt least to 2028-03-10ISA (UK) 570: twelve months from the approval date; PCAOB AS 2415 for the Form 20-F audit
Assessment period adopted2027-01-01 to 2028-03-31Covers both, ends on a covenant test date
Look-beyond horizon (section 9)To 2028-12-31Term loan and revolving facility mature 2028-06-30
Forecast sourceFY2027 budget v1.0, Q1 2028 extensionSame model used for the board budget and covenant reporting

Example: For Corvid Commerce Group plc the assessment period runs from 2027-01-01 to 2028-03-31, fifteen months from the balance sheet date and about thirteen months from the approval date. As a UK-listed company that files Form 20-F, the group is audited by Ashgrove & Partners LLP under ISAs (UK), where ISA (UK) 570 already requires at least twelve months from approval, and under PCAOB standards (AS 2415) for the Form 20-F. The IAASB's ISA 570 (Revised 2024) applies to subsidiaries audited under IAASB ISAs from FY2027, because the calendar year 2027 begins after 2026-12-15. The facilities mature on 2028-06-30, about fifteen and a half months after approval, so the refinancing sits just outside the period but inside the look-beyond horizon (section 9) and is treated as a significant judgement.

State the level at which the assessment is made. For a group, assess the consolidated group and then each material subsidiary that prepares its own statutory statements, because a subsidiary can face a going concern issue (for example a negative equity position or dependence on parent support) that the group does not. Where a subsidiary relies on a letter of support from the parent, record the letter, its period and the parent's ability to honour it.

EntityStatutory frameworkStand-alone conclusionReliance on group support
Corvid Commerce Group plc (consolidated) (Example)UK-adopted IAS and IFRS as issued by the IASBGoing concern, no material uncertainty; significant judgement on refinancingNot applicable
Corvid Commerce Group plc (parent company, CC-HOLD)FRS 101 or UK-adopted IAS (company only)Going concernNot applicable
Corvid Commerce GmbH (Germany, CC-DE, operating headquarters)German GAAP (HGB)Going concernNone
Corvid Commerce Ltd (UK, CC-UK)UK-adopted IASGoing concernNone
Corvid Commerce Inc (US, CC-US)US GAAP (stand-alone, lender reporting)No substantial doubtParent support letter to 2028-03-31
Corvid Commerce Vietnam LLC (CC-VN)Vietnamese Accounting Standards (Circular 99/2025/TT-BTC)Going concernNone

2. Business model, principal risks and events or conditions

Summarise the business model in a few sentences that explain how revenue turns into cash, where cash is held, and which commitments absorb it. Then list the principal risks that matter for liquidity and solvency. Take them from the risk register reviewed by the board so the going concern assessment and the annual report tell the same story.

Example: Corvid Commerce Group sells a subscription software platform to small retailers (about 60% of revenue in the FY2027 budget, billed monthly and annually in advance), a commerce business selling consumables and hardware (about 34%, seasonal with a fourth-quarter peak) and implementation services (about 6%). Subscription receipts are recurring and predictable; commerce receipts drive working capital swings; services follow project milestones. Cash is pooled in EUR at group level, with operating balances in GBP, USD and VND.

Work through the categories of events and conditions systematically: financial (losses, negative operating cash flow, maturing debt without refinancing, covenant pressure, withdrawal of supplier credit), operating (loss of key customers, suppliers or management, labour shortages, cyber incidents that stop trading), and external (legal proceedings, regulatory changes, sanctions, catastrophic events). Record each one even when the answer is "not present", because the list demonstrates completeness.

IDEvent or conditionPresent?EvidenceRelevance to going concernAddressed in
GC-EVT-001 (Example)Recurring operating losses or negative operating cash flowNoFY2026 management EBITDA 16,800 (covenant EBITDA 17,800); operating cash inflow positive in each of the last eight quartersLowSection 4
GC-EVT-002 (Example)Borrowings approaching maturity without agreed refinancingYesTerm loan EUR 30,000k and revolving facility EUR 20,000k mature 2028-06-30; the facilities drop out of liquidity headroom from 2027-06-30 unless refinancedHigh: refinancing must be signed by 2027-06-30 to keep policy headroom; maturity is three months after the assessment period endsSections 3, 4, 9 and 10
GC-EVT-003 (Example)Covenant breach or reduced headroomNoCovenant leverage 0.62x at 2026-12-31 on the compliance certificate basis (net debt 11,000 including leases 8,000 and excluding trapped cash 1,000, over covenant EBITDA 17,800) against a maximum of 3.00x; debt service cover is the tightest test in the downsideLow for leverage, medium for debt service coverSection 5
GC-EVT-004 (Example)Dependence on a major customerPartlyLargest commerce customer 7% of FY2026 revenueLow to mediumSection 6
GC-EVT-005 (Example)Loss of a key supplier or platform providerPartlySingle cloud hosting provider for the subscription platformMedium for operations, low for liquiditySection 6
GC-EVT-006 (Example)Pending litigation or regulatory action with material exposureNoLegal letter review 2027-02-15LowSection 2
GC-EVT-007 (Example)Significant cyber incidentNo incident; risk presentRansomware scenario in the business continuity planMedium for operationsSection 6
GC-EVT-008 (Example)Withdrawal of supplier credit or credit insuranceNoCredit insurer limits unchanged at last renewalLowSection 4
GC-EVT-009 (Example)Net liabilities or negative working capitalNoNet assets positive; current ratio above 1.0LowSection 3
GC-EVT-010 (Example)Foreign exchange restrictions on cash repatriationPartlyVietnam profit repatriation follows annual audited statements; EUR 1,000k in a Vietnam customer deposit account cannot be sweptLow: the EUR 1,000k is excluded from headroom and covenant net debtSection 3

3. Liquidity and funding position

Present the liquidity position at the balance sheet date and at the latest practicable date before approval. Count only cash the group can use for its own obligations, and only facilities the lender is committed to provide. Uncommitted lines can be withdrawn at the moment they are most needed, so show them separately and exclude them from headroom.

Use one liquidity measure and label it every time: liquidity headroom as defined in the treasury policy, unrestricted cash excluding trapped cash plus undrawn committed facilities with more than 12 months to maturity. A facility stops counting on the day its remaining life falls to 12 months, even though it can still be drawn, so the measure shows when refinancing becomes urgent. Where the group could still draw a facility that no longer counts, say so separately: that is contractual liquidity, which answers whether the group can pay its debts and is what the minimum liquidity covenant measures.

Facility or balance (EUR thousand)LimitDrawn or held at 2026-12-31AvailableMaturityCommitted?Counts for headroom untilFinancial covenants
Cash and cash equivalents (Example)Not applicable28,00028,000Not applicableNot applicableAlwaysNone
Less: trapped cash (Vietnam customer deposit account)Not applicable(1,000)(1,000)Not applicableNot applicableNeverExcluded from covenant net debt
Term Facility (bullet repayment)30,00030,00002028-06-30YesFully drawnCOV-001 to COV-005
Revolving credit facility20,000020,0002028-06-30Yes2027-06-29COV-001 to COV-005
Lease liabilities (IFRS 16)Not applicable8,000Not applicableVarious to 2033Not applicableNot applicableIncluded in covenant net debt
Uncommitted overdraft (excluded)2,0000ExcludedOn demandNoNeverNone
Liquidity headroom at 2026-12-3147,000

Check: 28,000 - 1,000 + 20,000 = 47,000, matching Treasury Policy (finance/treasury-policy) section 3.3, Annual Budget (finance/annual-budget) section 9 and the minimum liquidity test in Covenant Compliance Certificate (finance/covenant-compliance-certificate). The EUR 1,000k held in a Vietnam customer deposit account cannot be swept to the group, so it is excluded from headroom and from covenant net debt in every period of this assessment.

The EUR 50,000k club facilities were originated on 2025-06-30 with a three-year tenor, and Fernhollow Bank holds 60% of the commitments. Because both facilities mature on 2028-06-30, they are excluded from liquidity headroom from 2027-06-30 unless refinanced: on that date exactly twelve months remain, and from then on headroom is cash less trapped cash. The revolving facility can still be drawn until 2028-06-30, so contractual liquidity does not fall at that date.

Compare liquidity with the minimum set in the treasury policy. A policy minimum is not a lender covenant, so a shortfall against it is not a default, but it is an early warning that the board has already agreed to act on. Record the treasury policy minimum, its source and how close each scenario comes to it.

Liquidity measureThresholdSourceValue at 2026-12-31
Liquidity headroom (Example)At least EUR 35,000kTreasury Policy (finance/treasury-policy)47,000; at 2027-12-31 45,400 if refinanced by 2027-06-30, 25,400 if not
Contractual minimum liquidity (COV-004)At least EUR 15,000kFacility agreement, Covenant Compliance Certificate47,000
Cash held outside the EUR poolAt most 20% of group cashTreasury Policy14%
Share of gross debt maturing within 12 monthsAt most 30%Treasury Policy FUND-LIM-040% at 2026-12-31; 100% from 2027-07-01 without refinancing
Refinancing lead timeStart at least 18 months and sign at least 12 months before maturityTreasury Policy FUND-LIM-03Start by 2026-12-31 (lender soundings December 2026: met); sign by 2027-06-30 (open)

4. Base case forecast

The base case is management's best estimate, not an optimistic case. Explain the key assumptions and show that they agree with the budget, the rolling forecast and the impairment test, because inconsistent assumptions across these documents are a frequent audit finding. Where the forecast has been updated since board approval of the budget, explain the change.

AssumptionBase caseSourceConsistent with
Revenue FY2027 (Example)EUR 160,000k (+14.3%)Annual budget section 1Impairment test cash flows
EBITDA FY2027EUR 21,600k (13.5% margin)Annual budget section 9.1Covenant forecast
Working capitalOutflow EUR 2,100k in FY2027Receivable days 31, inventory days 52, payable days 43 (ASM-012)Working Capital Review (finance/working-capital-review)
Capital expenditureEUR 12,000k in FY2027Capex planCapex requests
DividendEUR 3,000k paid in Q2 2027Proposed final dividend, subject to approvalCapital Structure and Dividend Policy (finance/capital-structure-dividend-policy)
Q1 2028 EBITDAEUR 4,600kBudget phasing extended at 12% growth on Q1 2027Rolling forecast
Net finance charges (covenant definition)EUR 300k per quarterTerm loan interest about EUR 1,200k a year plus lease interest of about EUR 300k a year and commitment fees, less interest income of about EUR 300k on cash; net EUR 1,200k a year (Example)Facility agreement; Liquidity and Funding Plan section 3 (interest paid 1,200)
RefinancingNot assumed in the cash figures; headroom shown both with the facilities replaced at the same size by 2027-06-30 and without refinancingMandate DEC-001 in Liquidity and Funding Plan; arrangement fees not modelledAnnual Budget ASM-013; Liquidity and Funding Plan section 6
Lease liabilitiesFall by EUR 400k per quarterLease payment schedule, no new leases assumedLease register

The quarterly base case below shows cash, liquidity headroom with and without refinancing, and the covenant inputs. Covenant net debt is the term loan plus lease liabilities less cash, excluding the EUR 1,000k of trapped cash. Covenant EBITDA follows the facility definition: FY2026 covenant EBITDA is EUR 17,800k (management EBITDA 16,800 plus EUR 1,000k of permitted add-backs, all arising after Q1 2026), giving covenant net debt of 30,000 + 8,000 - (28,000 - 1,000) = 11,000 and leverage of 11,000 / 17,800 = 0.62x at 2026-12-31. The forecast assumes no add-backs from 2027, a conservative proxy. Reconcile to the certificate at each test date and replace the definition with your own agreement's.

Quarter (EUR thousand)EBITDANet cash flowClosing cashHeadroom, refinanced by 2027-06-30Headroom, not refinancedLTM covenant EBITDACovenant net debtLeverageInterest cover
Q1 2027 (Example)4,1002,55030,55049,55049,55018,6008,0500.43x14.65x
Q2 20275,000(4,500)26,05045,05025,05019,20012,1500.63x15.36x
Q3 20275,300(1,000)25,05044,05024,05019,90012,7500.64x16.24x
Q4 20277,2001,35026,40045,40025,40021,60011,0000.51x18.00x
Q1 20284,600(1,000)25,40044,40024,40022,10011,6000.52x18.42x

Conventions: EUR thousand; quarter ends 03-31, 06-30, 09-30, 12-31; LTM means the last twelve months. FY2026 quarterly covenant EBITDA was 3,300, 4,400, 4,600 and 5,500 (total 17,800; Q1 2026 management EBITDA of 3,300 agrees to Monthly Management Report, finance/monthly-management-report), and finance charges were 330, 320, 325 and 325 (total 1,300). FY2027 quarterly EBITDA is the budget phasing (4,100, 5,000, 5,300 and 7,200: Annual Budget section 11). Opening cash 28,000. FY2027 net cash flow totals (1,600), matching the budget cash flow (28,000 to 26,400). Lease liabilities fall from 8,000 by 400 a quarter (7,600 at Q1 2027 to 6,000 at Q1 2028). Headroom refinanced is cash - 1,000 + 20,000; headroom not refinanced drops the facility from 2027-06-30 and is cash - 1,000. Contractual liquidity equals the refinanced column throughout the period, because the existing revolving facility stays drawable until 2028-06-30. Q1 2027 cash of EUR 30,550k is the closing balance of the 13-week forecast CF13-2027-01 (week ending 2027-04-02, used as the quarter-end proxy), whose lowest weekly balance is EUR 28,250k in week 4.

Check for Q2 2027: LTM covenant EBITDA = 4,600 + 5,500 + 4,100 + 5,000 = 19,200; covenant net debt = 30,000 + 7,200 - (26,050 - 1,000) = 12,150; leverage = 12,150 / 19,200 = 0.63x; LTM finance charges = 325 + 325 + 300 + 300 = 1,250; interest cover = 19,200 / 1,250 = 15.36x. Check for Q4 2027: headroom 26,400 - 1,000 + 20,000 = 45,400 if refinanced, 26,400 - 1,000 = 25,400 if not; covenant net debt 30,000 + 6,400 - 25,400 = 11,000 and 11,000 / 21,600 = 0.51x.

Example finding: Without refinancing, base-case headroom falls below the EUR 35,000k minimum from 2027-06-30 (25,050, a shortfall of 9,950) and stays below it to the end of the assessment period (25,400 at 2027-12-31), even though trading is on budget. The base case therefore assumes the facilities are refinanced by 2027-06-30, as in Annual Budget assumption ASM-013 and Liquidity and Funding Plan (finance/liquidity-funding-plan). Contractual liquidity never falls below EUR 44,050k, so the group can meet its obligations throughout the period whether or not the refinancing is signed; the refinancing matters for the policy limit and for the 2028-06-30 maturity (section 9).

Describe the intra-quarter low point. Quarter-end figures can hide a trough between test dates, for example when payroll, the dividend and a tax instalment fall in the same week. Use the weekly forecast for the first thirteen weeks and monthly figures thereafter to confirm the minimum balance, and state it.

5. Covenant compliance and headroom

List each financial covenant with its clause reference, definition, threshold, test frequency and the date of the next compliance certificate. Then show headroom. Headroom is most useful when expressed as the cushion in the driver that can fall, normally EBITDA, because the board can compare it directly with the size of the downside.

Covenant IDCovenantFacility clauseThresholdTestNext certificate
COV-001 (Example)Leverage: covenant net debt / LTM EBITDA[Clause 22.2(a)]At most 3.00xQuarterly, LTMWithin 45 days of quarter end
COV-002 (Example)Interest cover: LTM EBITDA / LTM net finance charges[Clause 22.2(b)]At least 4.00xQuarterly, LTMWithin 45 days of quarter end
COV-003 (Example)Debt service cover: Cashflow / Debt Service[Clause 22.2(c)]At least 1.20xAnnually, financial yearWith the audited accounts
COV-004 (Example)Minimum liquidity: freely available cash plus undrawn revolving facility[Clause 22.2(d)]At least EUR 15,000kQuarterlyWithin 45 days of quarter end
COV-005 (Example)Capital expenditure[Clause 22.2(e)]At most EUR 14,000k a yearAnnually, financial yearWith the audited accounts

The covenant thresholds above are illustrative; take yours from the facility agreement and keep them identical to Covenant Compliance Certificate (finance/covenant-compliance-certificate). The assessment tests the existing agreement, because the refinancing is not signed at the approval date; a new agreement may define the covenants differently.

Headroom formulas, for a maximum leverage covenant LmaxL_{max} and a minimum interest cover covenant CminC_{min}:

EBITDA headroom (leverage)=1−Net debt/LmaxLTM EBITDA=1−LeverageLmax\text{EBITDA headroom (leverage)} = 1 - \frac{\text{Net debt} / L_{max}}{\text{LTM EBITDA}} = 1 - \frac{\text{Leverage}}{L_{max}}
EBITDA headroom (interest cover)=1−Cmin×LTM net finance costLTM EBITDA\text{EBITDA headroom (interest cover)} = 1 - \frac{C_{min} \times \text{LTM net finance cost}}{\text{LTM EBITDA}}

Example: At Q2 2027 in the base case, leverage headroom is 1 - 0.63 / 3.00 = 79% (precisely 1 - 12,150 / 3.00 / 19,200 = 78.9%), meaning LTM EBITDA could fall by about 79% before COV-001 is breached at the forecast net debt. Interest cover headroom is 1 - (4.00 x 1,250) / 19,200 = 74.0%. At Q2 2027 interest cover therefore has the smaller EBITDA headroom (74.0% against 78.9%), but leverage is breached first in the reverse stress test because net debt rises as cash is consumed while finance charges are held constant (section 7).

Debt service cover behaves differently, because capital expenditure, tax and working capital are deducted in full and the test is annual. On the agreement's definition, Cashflow is EBITDA less working capital increase, tax paid, capital expenditure and cash exceptional items; Debt Service is net finance charges plus scheduled debt repayments and lease principal. The dividend is not deducted. From the cash flow statement, Cashflow equals net cash flow plus finance charges, lease principal and the dividend.

DSCR=CashflowDebt Service\text{DSCR} = \frac{\text{Cashflow}}{\text{Debt Service}}

Example (FY2027 base case, test date 2027-12-31): Cashflow = 21,600 - 2,100 - 3,300 - 12,000 = 4,200 (equivalently (1,600) + 1,200 + 1,600 + 3,000); Debt Service = 1,200 + 0 + 1,600 = 2,800; DSCR = 4,200 / 2,800 = 1.50x against a minimum of 1.20x. Cashflow can fall by only EUR 840k (4,200 - 1.20 x 2,800 = 840), about 4.8% of the base EBITDA for Q2 to Q4 2027 (17,500), before COV-003 is breached. Debt service cover is therefore the tightest covenant in the base case, and the capital expenditure programme is the main lever that protects it. Capex of 12,000 is inside the COV-005 limit of 14,000. No scheduled principal falls due in FY2027; the bullet on 2028-06-30 would fall in the FY2028 test, which is why the refinancing must be completed before then. COV-004 is met with wide headroom in every quarter: the lowest base-case value is 25,050 - 1,000 + 20,000 = 44,050 at Q3 2027, because the existing revolving facility remains available to draw until 2028-06-30.

Check also the non-financial undertakings that can trigger a default: delivery of audited statements within the deadline, the auditor's report without a going concern qualification where the agreement requires it, cross-default thresholds on other debt, material adverse change clauses, and change of control. A going concern material uncertainty in the auditor's report is itself an event of default under some facility agreements; read the agreement before the board decides the disclosure, so that both are considered together.

6. Severe but plausible downside

Design the downside from the principal risks in section 2, calibrated to evidence: the worst historical decline, peer experience, or the shock used in the impairment test. Describe what happens, why it is plausible and how the numbers were derived. Run the downside first without mitigating actions, so the board sees the gross exposure, then apply only actions that are within management's control (section 8).

Example scenario DS-01: From Q2 2027 a consumer downturn and the loss of the largest commerce customer reduce commerce volume sharply, subscription churn rises, and services projects are deferred. Group EBITDA falls 35% below the base case in every quarter from Q2 2027 to Q1 2028, and a two-month delay in collections from distressed customers adds a working capital outflow of EUR 1,500k in Q2 2027. The 35% reduction is roughly twice the largest peak-to-trough EBITDA decline in the group's own history, which management judges severe but plausible for a business with a subscription base. Cash flow falls by the full EBITDA shortfall, with no tax relief assumed, which is conservative.

Quarter (EUR thousand)EBITDAEBITDA shortfall vs baseNet cash flowClosing cashHeadroom, refinancedHeadroom, not refinancedLTM covenant EBITDACovenant net debtLeverageInterest cover
Q1 2027 (Example)4,10002,55030,55049,55049,55018,6008,0500.43x14.65x
Q2 20273,250(1,750)(7,750)22,80041,80021,80017,45015,4000.88x13.96x
Q3 20273,445(1,855)(2,855)19,94538,94518,94516,29517,8551.10x13.30x
Q4 20274,680(2,520)(1,170)18,77537,77517,77515,47518,6251.20x12.90x
Q1 20282,990(1,610)(2,610)16,16535,16515,16514,36520,8351.45x11.97x

Check for Q2 2027: EBITDA 5,000 x 65% = 3,250; net cash flow = base (4,500) - 1,750 shortfall - 1,500 working capital = (7,750); closing cash 30,550 - 7,750 = 22,800; headroom refinanced 22,800 - 1,000 + 20,000 = 41,800. Total EBITDA shortfall over the period is 1,750 + 1,855 + 2,520 + 1,610 = EUR 7,735k.

Debt service cover in DS-01 for FY2027: net cash flow 2,550 - 7,750 - 2,855 - 1,170 = (9,225); Cashflow = (9,225) + 1,200 + 1,600 + 3,000 = (3,425); DSCR negative against a minimum of 1.20x.

Example result: Before mitigating actions, leverage and interest cover are met at every test date (leverage headroom at least 52%, 1 - 1.45 / 3.00), and contractual liquidity stays at or above EUR 35,165k. Three thresholds fail or come close. First, COV-003 debt service cover is breached at the 2027-12-31 test (Cashflow negative), which is an event of default unless cured or waived. Second, without refinancing, headroom is below the EUR 35,000k minimum from 2027-06-30 (lowest 15,165 at 2028-03-31). Third, even with the refinancing signed, headroom falls to 35,165 at 2028-03-31, only EUR 165k above the minimum. The going concern question in this downside is therefore whether management can protect debt service cover with actions within its control (section 8) and whether the refinancing will be signed, not whether cash runs out.

Consider a second, operational scenario where a principal risk is not primarily a demand shock, for example a two-week outage of the subscription platform after a cyber incident, with service credits and recovery costs. Quantify it the same way, or explain in one paragraph why it is smaller than DS-01 and therefore covered by it.

7. Reverse stress test

The reverse stress test answers a different question from the downside: not "what happens if" but "what would have to happen for the business to fail". Define failure points that are meaningful for the entity: the first covenant breach, the point at which committed liquidity is exhausted, and the treasury minimum. Solve for the change in the main driver that reaches each point, holding the other assumptions of DS-01 constant.

Failure pointDriver flexedDecline required (from Q2 2027, sustained)First test date reachedComparison with experience
Debt service cover below 1.20x (COV-003), before actions (Example)EBITDA vs base caseAbout 5% without the working capital shock; reached at any decline once the DS-01 collection delay is included2027-12-31Well within experience: the binding constraint
Debt service cover below 1.20x (COV-003), after MIT-002, MIT-003 and MIT-006EBITDA vs base caseAbout 36%2027-12-31Just beyond DS-01 (35%): a close call, see section 10
Leverage above 3.00x (COV-001)EBITDA vs base caseAbout 60%Q1 2028Never experienced; about 3.4 times the worst historical decline
Interest cover below 4.00x (COV-002)EBITDA vs base caseNot reached before COV-001 (4.60x at a 75% decline)Not applicableLeverage breaks first
Headroom below EUR 35,000k, not refinancedNoneReached in the base case2027-06-30Driven by the maturity date, not trading
Headroom below EUR 35,000k, refinanced by 2027-06-30EBITDA vs base caseAbout 36%Q1 2028Just beyond DS-01; triggers the actions in section 8
Contractual liquidity below EUR 15,000k (COV-004) or cash fully usedEBITDA vs base caseNot reached at a 75% decline (cash still EUR 7,325k at Q1 2028)Not applicableNot plausible within the period

Example derivation: With EBITDA d below base from Q2 2027, Q1 2028 cash is 23,900 - 22,100d (EUR 221k per point of decline, 1% of the EUR 22,100k base EBITDA from Q2 2027 to Q1 2028), covenant net debt is 30,000 + 6,000 - (cash - 1,000) = 13,100 + 22,100d and LTM covenant EBITDA is 22,100(1 - d). At d = 60%, leverage is 26,360 / 8,840 = 2.98x; at 65% it is 27,465 / 7,735 = 3.55x. Solving 13,100 + 22,100d = 3.00 x 22,100 x (1 - d) gives d = 53,200 / 88,400 = 60.2%. Headroom with the refinancing (cash - 1,000 + 20,000) reaches 35,000 when cash falls to 16,000, at d = (23,900 - 16,000) / 22,100 = 35.7%. For debt service cover after actions, Cashflow is 4,200 - 1,500 + 2,800 + 2,600 + 1,500 - 17,500d, which equals 1.20 x 2,800 = 3,360 at d = 6,240 / 17,500 = 35.7%. Interest cover at a 75% decline is 22,100 x 0.25 / 1,200 = 4.60x. The 60.2% leverage breaking point is about 3.4 times the worst historical decline of 17.5%.

Explain what would happen at each failure point and how quickly management would see it coming. A covenant breach is not automatically insolvency: lenders commonly agree waivers or resets for a fee when the business remains cash generative. Record management's view of the likelihood of reaching each point and the early warning indicators, linked to the key risk indicators the board already monitors.

Early warning indicatorTriggerMonitored inAction owner
Rolling 13-week minimum liquidity (Example)Below EUR 40,000k13-Week Cash Flow Forecast[@treasurer]
Forecast FY2027 debt service coverBelow 1.40x in the monthly reforecastCovenant forecast in the monthly management report[@cfo]
Refinancing milestonesAny milestone in Liquidity and Funding Plan section 6.3 more than two weeks lateTreasury report to the board[@treasurer]
Leverage headroomBelow 40% at any forecast test dateCovenant forecast in the monthly management report[@cfo]
Monthly recurring revenue churnAbove [x]% for two consecutive monthsMonthly Management Report (finance/monthly-management-report)[@cro]
Commerce orders vs budgetMore than 20% below for a quarterVariance Analysis (finance/variance-analysis)[@coo]

8. Mitigating actions within management's control

Mitigating actions must be realistic, quantified and feasible in the time available. For each action, give the trigger, the latest date it can be taken to have effect within the assessment period, its cash effect, and its side effects on the business. Classify actions that need a third party (lender consent, new equity, disposal) separately: they may be relevant to the conclusion but carry their own uncertainty, and under US GAAP plans are considered only when it is probable they will be implemented and probable they will mitigate the conditions.

IDActionWithin management's control?TriggerTimingCash effect in assessment period (EUR thousand)Side effectsOwner
MIT-001 (Example)Cancel or defer the proposed FY2026 final dividendYes (board)DS-01 indicators in Q1 2027Before payment in Q2 20273,000Shareholder relations[@board-chair]
MIT-002 (Example)Defer warehouse automation project CAP-002YesCommerce orders 20% below budgetQ2 and Q3 20272,800Lower efficiency gains in 2028[@coo]
MIT-003 (Example)Hiring freeze on non-revenue rolesYesLeverage headroom below 60%From Q2 20272,000 (EUR 500k per quarter, four quarters)Slower roadmap delivery[@chro]
MIT-006 (Example)Defer further growth capex (new fulfilment software modules, office fit-out)YesForecast FY2027 debt service cover below 1.40xQ3 and Q4 20272,600 (EUR 1,300k per quarter)Slower product roadmap; FY2027 capex falls to the committed EUR 6,600k[@cfo]
MIT-004 (Example)Draw the committed revolving facilityYes, while no default is continuingCash below EUR 15,000kAny time before 2028-06-30Up to 20,000Interest cost; raises gross debt; not available if COV-003 is breached and not waived[@treasurer]
MIT-007 (Example)Seek a covenant waiver or reset of COV-003 for FY2027No (needs majority lenders)Forecast breach of COV-003Before 2027-12-31Not countedFee and possible margin increase[@cfo]
MIT-005 (Example)Sale and leaseback of the Leipzig warehouseNo (needs buyer)Not modelledNot before Q4 2027Not countedLoss of asset control[@cfo]

Show the downside after mitigating actions MIT-001, MIT-002, MIT-003 and MIT-006. MIT-004 is held in reserve and not included, so headroom is not inflated by borrowing; MIT-005 and MIT-007 need third parties and are not counted.

Quarter (EUR thousand)EBITDANet cash flowClosing cashHeadroom, refinancedHeadroom, not refinancedLTM covenant EBITDACovenant net debtLeverageInterest cover
Q1 2027 (Example)4,1002,55030,55049,55049,55018,6008,0500.43x14.65x
Q2 20273,750(2,850)27,70046,70026,70017,95010,5000.58x14.36x
Q3 20273,94534528,04547,04527,04517,2959,7550.56x14.12x
Q4 20275,18063028,67547,67527,67516,9758,7250.51x14.15x
Q1 20283,490(2,110)26,56545,56525,56516,36510,4350.64x13.64x

Check for Q2 2027: EBITDA 3,250 + 500 hiring freeze = 3,750; net cash flow (7,750) + 3,000 dividend + 1,400 first half of CAP-002 + 500 = (2,850). Q3 2027: (2,855) + 1,400 + 500 + 1,300 = 345. Q4 2027: (1,170) + 500 + 1,300 = 630. Q1 2028: (2,610) + 500 = (2,110).

Debt service cover after actions for FY2027: net cash flow 2,550 - 2,850 + 345 + 630 = 675; Cashflow = 675 + 1,200 + 1,600 + 0 dividend = 3,475; DSCR = 3,475 / 2,800 = 1.24x, just above the 1.20x minimum (headroom EUR 115k of Cashflow). At 2028-03-31 headroom is EUR 45,565k with the refinancing (EUR 10,565k above the minimum) and EUR 25,565k without it, so the actions repair the covenant and restore the liquidity margin but cannot replace the refinancing.

Assess feasibility honestly. Explain whether the actions have been taken before in practice, whether they depend on each other, and whether management would really take them given the effect on the strategy. Auditors challenge actions that management has never been willing to take, and actions whose timing is later than the point at which they would be needed.

9. Events and conditions beyond the assessment period

Management must stay alert to events beyond the assessment period that are known at the approval date. The most common is a refinancing: if all committed debt matures shortly after the period ends, the ability to refinance is part of the going concern judgement even though the maturity date is outside the period. Explain the plan, its timetable, the evidence of lender appetite and the fallback.

Example: The term loan and the revolving facility mature on 2028-06-30, three months after the assessment period ends. The treasury policy requires signing at least twelve months before maturity, so the target signing date is 2027-06-30 (Liquidity and Funding Plan, milestones MS-001 to MS-007). At the approval date of 2027-03-10 the board has approved the mandate (DEC-001, 2027-01-28) and requested proposals, and the relationship banks, led by Fernhollow Bank with 60% of the commitments, have confirmed appetite in writing without commitment; term sheets are due by 2027-03-31. The fallback, decided by 2027-05-31, is a twelve-month extension of the existing facilities. If neither is signed, the group would hold about EUR 25,400k of cash at 2028-03-31 in the base case (EUR 16,165k in DS-01), of which EUR 1,000k is trapped, against a EUR 30,000k bullet on 2028-06-30, so it could not repay in full from its own resources: the refinancing is necessary for the group to continue beyond the period, which is why it is treated as a significant judgement. Leverage of at most 1.45x even in DS-01 is well inside the levels at which mid-market lenders normally refinance, which supports management's judgement that the refinancing is highly likely.

The timing also has an accounting consequence. At 2027-06-30 the facilities have twelve months or less to run; unless refinanced, they are current liabilities in the half-year statements, and the half-year going concern assessment must then address the maturity inside its own period.

Record other known future events: large contract renewals, regulatory changes with effect dates, earn-out payments, pension funding schedules, tax disputes with expected resolution dates, and IFRS 18 adoption (presentation only, with no cash effect, but relevant to covenant definitions that reference the income statement subtotal names).

10. Conclusion on the going concern basis and material uncertainty

State the two conclusions separately, because they answer different questions. The going concern basis is inappropriate only when management intends to liquidate or cease trading, or has no realistic alternative but to do so. A material uncertainty exists when events or conditions cast significant doubt on the entity's ability to continue, and the uncertainty is so significant that disclosure of its nature and implications is needed for the statements to be understood. Under US GAAP the analogous test is whether substantial doubt exists and, if it does, whether management's plans alleviate it.

QuestionConclusionMain reasons
Is the going concern basis of accounting appropriate? (Example)YesProfitable, cash-generative base case; no intention or need to liquidate or cease trading
Do events or conditions cast significant doubt?Considered, and judged not to after actions within controlTwo conditions were examined: the unsigned refinancing (facilities excluded from headroom from 2027-06-30 unless refinanced, so headroom falls to 25,050 against the 35,000 minimum; maturity 2028-06-30) and the COV-003 breach in DS-01 before actions. Contractual liquidity stays at or above EUR 35,165k in DS-01; actions MIT-002, MIT-003 and MIT-006 restore debt service cover to 1.24x
Is there a material uncertainty requiring disclosure?NoRefinancing well advanced with written lender appetite, low leverage and a fallback extension; covenant breach only beyond DS-01 after actions; leverage breach needs an EBITDA decline of about 60%
Is there a significant judgement requiring disclosure (close call)?YesRefinancing not signed at approval; debt service cover headroom after actions is narrow (1.24x against 1.20x). Disclosed as a significant judgement, with the maturity in the liquidity risk note (IFRS 7)
US GAAP stand-alone (Corvid Commerce Inc)No substantial doubtParent support letter and positive operating cash flow

Write a short narrative conclusion of three to five sentences that the board can adopt in its minutes and that matches the wording of the basis of preparation note.

Example: Having considered the base case, a severe but plausible downside before and after mitigating actions within management's control, a reverse stress test and the refinancing of the group's facilities due on 2028-06-30, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the period to 2028-03-31. They have therefore adopted the going concern basis in preparing the FY2026 consolidated financial statements. In reaching this view the directors made a significant judgement that the facilities will be refinanced or extended before 2027-06-30, supported by the lenders' written appetite, the group's low leverage and the fallback extension, and that the actions available to protect the debt service cover covenant in a severe downside would be taken. They have not identified a material uncertainty related to events or conditions that may cast significant doubt on the group's ability to continue as a going concern.

Record what would change the answer. If, at the approval date of the next statements (the half-year report for the six months to 2027-06-30), neither the new facilities nor the extension are signed, the facilities will mature within that assessment period with no committed replacement; unless the board then has firm evidence that signing is imminent, a material uncertainty disclosure is likely to be required, and the lenders' reaction to that disclosure must be checked against the facility agreement (section 5). Equally, if trading falls further than DS-01 so that debt service cover cannot be protected by actions within control, the conclusion depends on a waiver (MIT-007), which is outside management's control and would point towards a material uncertainty.

When the conclusion is different, use the decision flow below and document which branch applies.

11. Disclosure implications

Draft every disclosure affected by the conclusion and attach it to this assessment. Check consistency between the financial statements, the management report or strategic report, any viability or longer-term prospects statement, and the auditor's report. Use Financial Statement Disclosure Checklist (finance/financial-statement-disclosure-checklist) to confirm completeness.

DisclosureRequired whenLocationDraft statusOwner
Basis of preparation: going concern statement (Example)Always (good practice even when no uncertainty)Note 1Drafted[@group-financial-controller]
Material uncertainty: nature of events, management's plansMaterial uncertainty existsNote 1Not applicable[@cfo]
Significant judgements in reaching the conclusion (close call)Significant judgement appliedNote on judgements (IAS 1 paragraph 122 for periods beginning before 2027-01-01; the requirement moves to IAS 8 when IFRS 18 applies, check the paragraph number)Drafted: refinancing by 2027-06-30 and debt service cover in a downside[@cfo]
Liquidity risk and maturity analysisAlways for financial liabilities (IFRS 7)Financial risk noteDrafted, includes 2028 maturity[@treasurer]
Covenant disclosures for non-current liabilitiesLiabilities subject to covenants within twelve months (IAS 1 2020 and 2022 amendments, carried into IFRS 18 from 2027)Borrowings noteDrafted[@treasurer]
Events after the reporting periodDeterioration after year end affecting going concern (IAS 10)Subsequent events noteUpdated to approval date[@group-financial-controller]
Going concern and viability statements in the annual reportWhere required by listing rules or governance codeAnnual report[Applicable / Not applicable] Example: Applicable: UK Corporate Governance Code Provisions 30 (going concern) and 31 (viability), viability period three years, consistent with Audit Committee Report (finance/audit-committee-report)[@company-secretary]
Form 20-F liquidity and capital resourcesAnnual report on Form 20-F (Item 5.B)Form 20-FDrafted, includes the refinancing plan[@cfo]
US GAAP going concern disclosures (ASC 205-40-50)Substantial doubt raised, alleviated or notStand-alone US statementsNot applicable[@us-controller]

Remember that a deterioration in operating results and financial position after the reporting period can make the going concern basis inappropriate for statements not yet approved (IAS 10). Update this assessment to the approval date and record the update in the revision history.

12. Board review and approval

The directors are responsible for the conclusion, not management alone. Present this assessment to the audit committee with the draft disclosures, and record the challenge and how it was resolved. The audit committee then recommends the conclusion to the board, which approves it with the financial statements.

IDQuestion raisedRaised byResponseStatus
BRD-Q-001 (Example)Is a 35% decline severe enough given the customer concentration in commerce?Audit committee chairLargest customer loss included; reverse stress test shows about 60% needed to breach leverage; scenario acceptedClosed
BRD-Q-002 (Example)What if lenders decline to refinance by 2027-06-30?Independent directorFallback extension decided by 2027-05-31; second route REF-002 with two additional lenders; a smaller facility with part repayment from cash; sale and leaseback option. Half-year reassessment if unsignedClosed
BRD-Q-004 (Example)Why is the debt service cover headroom after actions so narrow, and would management really cut growth capex?Audit committee chairCapex cuts MIT-002 and MIT-006 were approved as contingent actions in the budget pack; committed capex is EUR 6,600k; the board accepts the strategic cost. Disclosed as a significant judgementClosed
BRD-Q-003 (Example)Are the mitigating actions consistent with the growth strategy?Board chairDividend deferral and capex deferral reversible; hiring freeze limited to non-revenue rolesClosed

Minute reference: [Board minute number, date]. Attach the approved text of the basis of preparation note.

13. Auditor interface

Share the assessment with the auditor early, ideally at the planning meeting with a draft and again at fieldwork with the final version. Expect the refinancing judgement and the debt service cover headroom to be discussed as a key audit matter or a close call in the auditor's report. Under ISA 570 (Revised 2024) the auditor performs more work on management's assessment, including the method, the assumptions, management's plans and the data used, and reports more explicitly on going concern in the auditor's report. Under PCAOB standards the auditor's evaluation follows AS 2415, and under AICPA standards AU-C 570. Agree in advance which evidence will be provided for each significant assumption.

RequestEvidence providedDeliveredAuditor contact
Going concern model and this document (Example)Model file with version log; this assessment v1.0Item PBC-GC-001 in the PBC request list[Audit senior]
Refinancing status at the approval dateBoard mandate DEC-001, request for proposals, term sheets as received, fallback extension termsPBC-GC-002[Engagement partner]
Facility agreements and amendmentsSigned copies, covenant definitionsPBC-DEBT-002[Audit senior]
Budget approvalBoard minute of 2026-12-10PBC-GOV-003[Audit manager]
Evidence for refinancing appetiteLetters from relationship banksPBC-GC-002[Audit manager]
Representations on going concernManagement Representation Letter (finance/management-representation-letter)At signing[Engagement partner]

Track these requests in PBC Request List (finance/pbc-request-list). The written representation on going concern given at the end of the audit must match the conclusion in section 10 and must be dated as near as practicable to the auditor's report.

14. Glossary and references

TermMeaning in this assessment
Going concern basisPreparing financial statements on the assumption that the entity will continue in operation for the foreseeable future
Material uncertaintyAn uncertainty about events or conditions that may cast significant doubt on the ability to continue as a going concern, significant enough to require disclosure
Substantial doubtThe US GAAP term (ASC 205-40) for the condition that triggers going concern disclosures
Assessment periodThe future period covered by this assessment
Severe but plausible downsideA combination of risks that is severe yet could realistically occur
Reverse stress testAnalysis that identifies the conditions under which the business would fail
Contractual liquidityUnrestricted cash plus undrawn committed facilities that can still be drawn
Liquidity headroomUnrestricted cash (excluding trapped cash) plus undrawn committed facilities with more than 12 months to maturity, per the treasury policy
Debt service coverCashflow (EBITDA less working capital, tax, capex and cash exceptional items) divided by Debt Service (net finance charges, scheduled repayments and lease principal), per the facility agreement
Covenant net debtNet debt as defined in the facility agreement; in the example, term loan plus lease liabilities less cash, excluding trapped cash
HeadroomThe amount or percentage by which a metric can deteriorate before a threshold is reached
LTMLast twelve months

References:

  • IAS 1 "Presentation of Financial Statements", paragraphs 25 and 26 (going concern), paragraph 122 (judgements), for periods beginning before 2027-01-01.
  • IFRS 18 "Presentation and Disclosure in Financial Statements", effective for annual periods beginning on or after 2027-01-01, and IAS 8 "Basis of Preparation of Financial Statements" as amended.
  • IAS 10 "Events after the Reporting Period"; IFRS 7 "Financial Instruments: Disclosures" (liquidity risk).
  • FASB ASC 205-40 "Presentation of Financial Statements: Going Concern".
  • ISA 570 (Revised 2024) "Going Concern", effective for audits of financial statements for periods beginning on or after 2026-12-15; ISA (UK) 570 "Going Concern" (FRC); ISA 580 "Written Representations".
  • UK Corporate Governance Code (FRC), Provisions 30 and 31; Form 20-F Item 5.B (liquidity and capital resources).
  • PCAOB AS 2415 (going concern); AICPA AU-C 570.
  • Internal: FY2027 budget, 13-week cash flow forecast, facility agreements, treasury policy, risk register, board and audit committee minutes.

Standard and licence note

Structure aligned with the going concern requirements of IFRS Accounting Standards (IAS 1 paragraphs 25 and 26, and IAS 8 as amended by IFRS 18 from 2027-01-01), FASB ASC 205-40 ISA 570 (Revised 2024), ISA (UK) 570 and PCAOB AS 2415, cited by name and number only. The text, scenarios, tables and worked example are original and do not reproduce or paraphrase the standards. IFRS, IAS, ASC, ISA, PCAOB and AICPA materials are copyrighted by their publishers; obtain the official text from the standard setter and check the current version, effective dates and any local endorsement (for example EU endorsement of IFRS 18) before use. Corvid Commerce Group plc, Ashgrove & Partners LLP and Fernhollow Bank are fictional. Template licence: MIT.

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