MARYLAND | 8742 | 47-4122583 | ||
(State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification Number) |
Title Of Each Class | Trading Symbol | Name Of Each Exchange On Which Registered |
Class A common stock, $0.001 par value per share | RMR | The Nasdaq Stock Market LLC |
(Nasdaq Capital Market) |
THE RMR GROUP INC. | |||
By: | /s/ Matthew P. Jordan | ||
Name: | Matthew P. Jordan | ||
Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||
Date: August 9, 2019 |
FOR IMMEDIATE RELEASE | Contact: |
Timothy A. Bonang, Senior Vice President | |
(617) 796-8230 |
• | Total management and advisory services revenues for the quarter ended June 30, 2019 were $44.4 million, compared to $48.4 million for the quarter ended June 30, 2018. |
• | The RMR Group Inc. earned management services revenues for the three months ended June 30, 2019 and 2018 from the following sources (dollars in thousands): |
Three Months Ended June 30, | ||||||||||||||
2019 | 2018 | |||||||||||||
Managed Equity REITs (1) | $ | 35,785 | 82.0 | % | $ | 39,706 | 83.9 | % | ||||||
Managed Operators (2) | 6,534 | 15.0 | % | 6,966 | 14.7 | % | ||||||||
Other | 1,322 | 3.0 | % | 656 | 1.4 | % | ||||||||
Total | $ | 43,641 | 100.0 | % | $ | 47,328 | 100.0 | % |
(1) | Managed Equity REITs for the periods presented includes: Hospitality Properties Trust (HPT), Industrial Logistics Properties Trust (ILPT), Office Properties Income Trust (OPI), Select Income REIT (SIR), until its merger with OPI on December 31, 2018, and Senior Housing Properties Trust (SNH). |
(2) | Managed Operators collectively refers to: Five Star Senior Living Inc. (FVE), Sonesta International Hotels Corporation (Sonesta) and TravelCenters of America Inc. (formerly known as TravelCenters of America LLC) (TA). On August 1, 2019, TravelCenters of America LLC converted from a Delaware limited liability company into a Maryland corporation and effected a 1:5 reverse stock split. |
• | For the three months ended June 30, 2019, net income was $13.4 million and net income attributable to The RMR Group Inc. was $5.8 million, or $0.36 per diluted share, compared to net income of $19.4 million and net income attributable to The RMR Group Inc. of $8.4 million, or $0.52 per diluted share, for the three months ended June 30, 2018. |
• | For the three months ended June 30, 2019, adjusted net income attributable to The RMR Group Inc. was $8.6 million, or $0.53 per diluted share, compared to $9.3 million, or $0.58 per diluted share, for the three months ended June 30, 2018. The adjustments to net income attributable to The RMR Group Inc. this quarter included $2.3 million, or $0.14 per diluted share, of impairment losses on its investment in Tremont Mortgage Trust, or TRMT, $0.3 million, or $0.02 per diluted share, of unrealized losses on an equity method investment accounted for under the fair value option, and $0.1 million, or $0.01 per diluted share, of separation costs. The adjustments to net income attributable to The RMR Group Inc. for the fiscal third quarter last year were primarily related to separation costs of $0.7 million, or $0.04 per diluted share, and transaction and acquisition related costs of $0.3 million, or $0.02 per diluted share. |
• | For the three months ended June 30, 2019, Adjusted EBITDA was $26.5 million and Adjusted EBITDA Margin was 56.6%, compared to Adjusted EBITDA of $28.5 million and Adjusted EBITDA Margin of 56.1% for the three months ended June 30, 2018. |
• | As of June 30, 2019, The RMR Group Inc. had $377.1 million in cash and cash equivalents with no outstanding debt obligations. |
• | On December 22, 2017, the U.S government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act significantly revised the U.S. corporate income tax system by, among other things, lowering corporate income tax rates. Since The RMR Group Inc. has a September 30 fiscal year end, its corporate income tax rates were phased in for our 2018 fiscal year, resulting in a federal statutory tax rate of approximately 24.5% for the fiscal year 2018. The federal statutory tax rate for fiscal year 2019 is 21.0%. |
• | As of June 30, 2019, The RMR Group Inc. had $30.6 billion total assets under management compared to total assets under management of $30.0 billion as of June 30, 2018. |
Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Revenues: | ||||||||||||||||
Management services(1) | $ | 43,641 | $ | 47,328 | $ | 133,729 | $ | 142,457 | ||||||||
Incentive business management fees | — | — | 120,094 | 155,881 | ||||||||||||
Advisory services | 802 | 1,045 | 2,345 | 3,492 | ||||||||||||
Total management and advisory services revenues | 44,443 | 48,373 | 256,168 | 301,830 | ||||||||||||
Reimbursable compensation and benefits | 13,583 | 13,711 | 40,868 | 38,076 | ||||||||||||
Other client company reimbursable expenses(2) | 85,689 | — | 257,088 | — | ||||||||||||
Total reimbursable costs | 99,272 | 13,711 | 297,956 | 38,076 | ||||||||||||
Total revenues | 143,715 | 62,084 | 554,124 | 339,906 | ||||||||||||
Expenses: | ||||||||||||||||
Compensation and benefits | 28,530 | 28,606 | 85,523 | 82,876 | ||||||||||||
Equity based compensation | 1,334 | 2,347 | 4,349 | 5,802 | ||||||||||||
Separation costs | 239 | 1,739 | 7,050 | 2,358 | ||||||||||||
Total compensation and benefits expense | 30,103 | 32,692 | 96,922 | 91,036 | ||||||||||||
General and administrative | 7,670 | 6,551 | 22,112 | 20,281 | ||||||||||||
Other client company reimbursable expenses(2) | 85,689 | — | 257,088 | — | ||||||||||||
Transaction and acquisition related costs | 42 | 775 | 273 | 917 | ||||||||||||
Depreciation and amortization | 250 | 244 | 762 | 996 | ||||||||||||
Total expenses | 123,754 | 40,262 | 377,157 | 113,230 | ||||||||||||
Operating income | 19,961 | 21,822 | 176,967 | 226,676 | ||||||||||||
Interest and other income | 2,408 | 1,223 | 6,402 | 3,083 | ||||||||||||
Tax receivable agreement remeasurement | — | — | — | 24,710 | ||||||||||||
Impairment loss on Tremont Mortgage Trust investment | (6,213 | ) | — | (6,213 | ) | — | ||||||||||
Unrealized loss on equity method investment accounted for under the fair value option | (731 | ) | — | (2,978 | ) | — | ||||||||||
Equity in earnings (losses) of investees | 174 | (134 | ) | 318 | (568 | ) | ||||||||||
Income before income tax expense | 15,599 | 22,911 | 174,496 | 253,901 | ||||||||||||
Income tax expense | (2,226 | ) | (3,462 | ) | (24,335 | ) | (55,486 | ) | ||||||||
Net income | 13,373 | 19,449 | 150,161 | 198,415 | ||||||||||||
Net income attributable to noncontrolling interest | (7,524 | ) | (11,068 | ) | (83,935 | ) | (110,558 | ) | ||||||||
Net income attributable to The RMR Group Inc. | $ | 5,849 | $ | 8,381 | $ | 66,226 | $ | 87,857 | ||||||||
Weighted average common shares outstanding - basic | 16,137 | 16,087 | 16,126 | 16,072 | ||||||||||||
Weighted average common shares outstanding - diluted | 16,149 | 16,135 | 16,142 | 16,111 | ||||||||||||
Net income attributable to The RMR Group Inc. per common share - basic(3) | $ | 0.36 | $ | 0.52 | $ | 4.08 | $ | 5.43 | ||||||||
Net income attributable to The RMR Group Inc. per common share - diluted(3) | $ | 0.36 | $ | 0.52 | $ | 4.08 | $ | 5.42 |
(1) | Includes business management fees earned from the Managed Equity REITs monthly based upon the lower of (i) the average historical cost of each REIT’s properties and (ii) each REIT’s average market capitalization. The following table presents a summary of each Managed Equity REIT’s primary strategy and the lesser of the historical cost of its assets under management and its market capitalization as of June 30, 2019 and 2018, as applicable: |
Lesser of Historical Cost of Assets | ||||||||||
Under Management or | ||||||||||
Total Market Capitalization (a) | ||||||||||
As of June 30, | ||||||||||
REIT | Primary Strategy | 2019 | 2018 | |||||||
HPT | Hotels and travel centers | $ | 8,251,377 | $ | 8,874,447 | |||||
ILPT | Industrial and logistics properties | 2,492,044 | 1,496,199 | |||||||
OPI | Office properties primarily leased to single tenants, including the government (b) | 4,237,239 | 3,457,505 | |||||||
SIR | Office properties primarily leased to single tenants (b) | — | 3,446,029 | |||||||
SNH | Senior living, medical office and life science properties | 5,756,149 | 8,006,840 | |||||||
$ | 20,736,809 | $ | 25,281,020 |
(a) | The basis on which our base business management fees are calculated for the three and nine months ended June 30, 2019 and 2018 may differ from the basis at the end of the periods presented in the table above. As of June 30, 2019, the market capitalization was lower than the historical costs of assets under management for HPT, OPI, and SNH; the historical costs of assets under management for HPT, OPI and SNH as of June 30, 2019, were $10,273,728, $6,436,790 and $8,693,199, respectively. For ILPT, the historical costs of assets under management were lower than their market capitalization of $2,718,871, calculated as of June 30, 2019. |
(b) | SIR merged with and into OPI (formerly named Government Properties Income Trust) on December 31, 2018 with OPI continuing as the surviving entity. |
(2) | Reflects the prospective adoption of Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers, which has been codified as Accounting Standard Codification, or ASC, 606, effective October 1, 2018. Under ASC 606, beginning October 1, 2018, The RMR Group Inc. accounts for the costs of services provided by third parties to its Client Companies, and the related reimbursement, on a gross basis. |
(3) | The RMR Group Inc. calculates earnings per share using the two-class method as calculated below: |
Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Basic EPS | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income attributable to The RMR Group Inc. | $ | 5,849 | $ | 8,381 | $ | 66,226 | $ | 87,857 | ||||||||
Income attributable to unvested participating securities | (37 | ) | (45 | ) | (437 | ) | (518 | ) | ||||||||
Net income attributable to The RMR Group Inc. used in calculating basic EPS | $ | 5,812 | $ | 8,336 | $ | 65,789 | $ | 87,339 | ||||||||
Denominator: | ||||||||||||||||
Weighted average common shares outstanding - basic | 16,137 | 16,087 | 16,126 | 16,072 | ||||||||||||
Net income attributable to The RMR Group Inc. per common share - basic | $ | 0.36 | $ | 0.52 | $ | 4.08 | $ | 5.43 | ||||||||
Diluted EPS | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income attributable to The RMR Group Inc. | $ | 5,849 | $ | 8,381 | $ | 66,226 | $ | 87,857 | ||||||||
Income attributable to unvested participating securities | (37 | ) | (45 | ) | (437 | ) | (518 | ) | ||||||||
Net income attributable to The RMR Group Inc. used in calculating diluted EPS | $ | 5,812 | $ | 8,336 | $ | 65,789 | $ | 87,339 | ||||||||
Denominator: | ||||||||||||||||
Weighted average common shares outstanding - basic | 16,137 | 16,087 | 16,126 | 16,072 | ||||||||||||
Dilutive effect of incremental unvested shares | 12 | 48 | 16 | 39 | ||||||||||||
Weighted average common shares outstanding - diluted | 16,149 | 16,135 | 16,142 | 16,111 | ||||||||||||
Net income attributable to The RMR Group Inc. per common share - diluted | $ | 0.36 | $ | 0.52 | $ | 4.08 | $ | 5.42 |
Three Months Ended June 30, 2019 | ||||||||
Impact on Net Income Attributable to The RMR Group Inc. | Impact on Net Income Attributable to The RMR Group Inc. Per Common Share - Diluted | |||||||
Net income attributable to The RMR Group Inc. | $ | 5,849 | $ | 0.36 | ||||
Impairment loss on TRMT investment(1) | 2,343 | 0.14 | ||||||
Unrealized loss on equity method investment accounted for under the fair value option(2) | 276 | 0.02 | ||||||
Separation costs(3) | 90 | 0.01 | ||||||
Transaction and acquisition related costs(4) | 16 | — | ||||||
Adjusted net income attributable to The RMR Group Inc. | $ | 8,574 | $ | 0.53 |
(1) | Includes $6,213 in impairment losses on our TRMT investment, adjusted to reflect amounts attributable to the noncontrolling interest and net of tax at a rate of approximately 14.3%. |
(2) | Includes $731 in unrealized losses on our investment in TA common shares, adjusted to reflect amounts attributable to the noncontrolling interest and net of tax at a rate of approximately 14.3%. |
(3) | Includes $239 of separation costs related to a former officer, adjusted to reflect amounts attributable to the noncontrolling interest and net of tax at a rate of approximately 14.3%. |
(4) | Includes $42 of transaction and acquisition related costs, adjusted to reflect amounts attributable to the noncontrolling interest net of tax at a rate of approximately 14.3%. |
Three Months Ended June 30, 2018 | ||||||||
Impact on Net Income Attributable to The RMR Group Inc. | Impact on Net Income Attributable to The RMR Group Inc. Per Common Share - Diluted | |||||||
Net income attributable to The RMR Group Inc. | $ | 8,381 | $ | 0.52 | ||||
Separation costs(1) | 660 | 0.04 | ||||||
Transaction and acquisition related costs(2) | 285 | 0.02 | ||||||
Adjusted net income attributable to The RMR Group Inc. | $ | 9,326 | $ | 0.58 |
(1) | Includes $1,739 of separation costs and $55 from the acceleration of unvested common share awards related to a former officer, adjusted to reflect amounts attributable to the noncontrolling interest and net of tax at a rate of approximately 15.0%. |
(2) | Includes $775 of transaction and acquisition related costs, adjusted to reflect amounts attributable to the noncontrolling interest and net of tax at a rate of approximately 15.0%. |
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Reconciliation of EBITDA and Adjusted EBITDA from net income: | |||||||||||||||
Net income | $ | 13,373 | $ | 19,449 | $ | 150,161 | $ | 198,415 | |||||||
Plus: income tax expense | 2,226 | 3,462 | 24,335 | 55,486 | |||||||||||
Plus: depreciation and amortization | 250 | 244 | 762 | 996 | |||||||||||
EBITDA | 15,849 | 23,155 | 175,258 | 254,897 | |||||||||||
Plus: other asset amortization | 2,354 | 2,354 | 7,062 | 7,062 | |||||||||||
Plus: operating expenses paid in The RMR Group Inc.'s common shares | 1,237 | 314 | 2,180 | 2,298 | |||||||||||
Plus: separation costs | 239 | 1,739 | 7,050 | 2,358 | |||||||||||
Plus: transaction and acquisition related costs | 42 | 775 | 273 | 917 | |||||||||||
Plus: business email compromise fraud costs | — | — | — | 225 | |||||||||||
Plus: impairment loss on TRMT investment | 6,213 | — | 6,213 | — | |||||||||||
Plus: unrealized loss on equity method investment accounted for under the fair value option | 731 | — | 2,978 | — | |||||||||||
Less: tax receivable agreement remeasurement due to the Tax Cuts and Jobs Act | — | — | — | (24,710 | ) | ||||||||||
Less: incentive business management fees earned | — | — | (120,094 | ) | (155,881 | ) | |||||||||
Certain other net adjustments | (177 | ) | 115 | (325 | ) | 77 | |||||||||
Adjusted EBITDA | $ | 26,488 | $ | 28,452 | $ | 80,595 | $ | 87,243 | |||||||
Calculation of Adjusted EBITDA Margin: | |||||||||||||||
Contractual management and advisory fees (excluding any incentive business management fees) (2) | $ | 46,797 | $ | 50,727 | $ | 143,136 | $ | 153,011 | |||||||
Adjusted EBITDA | $ | 26,488 | $ | 28,452 | $ | 80,595 | $ | 87,243 | |||||||
Adjusted EBITDA Margin | 56.6 | % | 56.1 | % | 56.3 | % | 57.0 | % |
(1) | EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures calculated as presented in the tables above. The RMR Group Inc. considers EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to be appropriate supplemental measures of its operating performance, along with net income, net income attributable to The RMR Group Inc. and operating income. The RMR Group Inc. believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors because by excluding the effects of certain amounts, such as those outlined in the tables above, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may facilitate a comparison of current operating performance with The RMR Group Inc.’s historical operating performance and with the performance of other asset management businesses. In addition, The RMR Group Inc. believes that providing Adjusted EBITDA Margin may help investors assess The RMR Group Inc.’s performance of its business by providing the margin that Adjusted EBITDA represents to its contractual management and advisory fees (excluding any incentive business management fees). EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin do not represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net income, net income attributable to The RMR Group Inc. or operating income as an indicator of The RMR Group Inc.’s financial performance or as a measure of The RMR Group Inc.’s liquidity. These measures should be considered in conjunction with net income, net income attributable to The RMR Group Inc. and operating income as presented in The RMR Group Inc.’s condensed consolidated statements of income. Also, other asset management businesses may calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin differently than The RMR Group Inc. does. |
(2) | Contractual management and advisory fees are the base business management fees, property management fees and advisory fees The RMR Group Inc. or its subsidiaries earns pursuant to its management and investment advisory agreements with its client companies. These amounts are calculated pursuant to the contractual formulas and do not deduct other asset amortization of $2,354 for each of the three months ended June 30, 2019 and 2018 or $7,062 for each of the nine months ended June 30, 2019 and 2018, required to be recognized as a reduction to management services revenues in accordance with GAAP and do not include the incentive business management fees of $120,094 and $155,881 that The RMR Group Inc. recognized under GAAP during the nine months ended June 30, 2019 and 2018, respectively, which were earned for the calendar years 2018 and 2017, respectively. |
June 30, | September 30, | |||||||
2019 | 2018 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 377,113 | $ | 256,848 | ||||
Due from related parties | 75,028 | 28,846 | ||||||
Prepaid and other current assets | 7,380 | 10,392 | ||||||
Total current assets | 459,521 | 296,086 | ||||||
Property and equipment, net | 2,172 | 2,589 | ||||||
Due from related parties, net of current portion | 5,488 | 8,183 | ||||||
Equity method investment | 6,608 | 7,051 | ||||||
Equity method investment accounted for under the fair value option | 5,404 | — | ||||||
Goodwill | 1,859 | 1,859 | ||||||
Intangible assets, net of amortization | 336 | 375 | ||||||
Deferred tax asset | 26,019 | 25,726 | ||||||
Other assets, net of amortization | 155,497 | 162,559 | ||||||
Total assets | $ | 662,904 | $ | 504,428 | ||||
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 94,648 | $ | 28,307 | ||||
Total current liabilities | 94,648 | 28,307 | ||||||
Long term portion of deferred rent payable, net of current portion | 1,395 | 1,229 | ||||||
Amounts due pursuant to tax receivable agreement, net of current portion | 32,048 | 32,048 | ||||||
Employer compensation liability, net of current portion | 5,488 | 8,183 | ||||||
Total liabilities | 133,579 | 69,767 | ||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
Class A common stock, $0.001 par value; 31,600,000 shares authorized; 15,239,503 and 15,229,957 shares issued and outstanding, respectively | 15 | 15 | ||||||
Class B-1 common stock, $0.001 par value; 1,000,000 shares authorized, issued and outstanding | 1 | 1 | ||||||
Class B-2 common stock, $0.001 par value; 15,000,000 shares authorized, issued and outstanding | 15 | 15 | ||||||
Additional paid in capital | 102,847 | 99,239 | ||||||
Retained earnings | 249,103 | 182,877 | ||||||
Cumulative other comprehensive income | — | 82 | ||||||
Cumulative common distributions | (66,511 | ) | (49,467 | ) | ||||
Total shareholders’ equity | 285,470 | 232,762 | ||||||
Noncontrolling interest | 243,855 | 201,899 | ||||||
Total equity | 529,325 | 434,661 | ||||||
Total liabilities and equity | $ | 662,904 | $ | 504,428 |
• | Mr. Portnoy states that in the third fiscal quarter, RMR generated net income of $13.4 million, Adjusted EBITDA of $26.5 million, a sequential quarter increase of 7.2%, and Adjusted EBITDA Margin of 56.6%, a sequential quarter increase of 250 basis points. He also states that the sequential quarter increases in Adjusted EBITDA and Adjusted EBITDA Margin are a result of acquisition activity at Industrial Logistics Properties Trust and the on-going repositioning efforts at certain of RMR’s Client Companies. These statements may imply that RMR’S Adjusted EBITDA and Adjusted EBITDA Margin may continue to grow in future periods and that the acquisition activity and the on-going repositioning efforts at certain of RMR’s Client Companies will be successful. However, RMR’s business is subject to various risks, including risks outside its control. In addition, the on-going repositioning efforts at certain of the Client Companies may not be successful and the fees RMR earns from those Client Companies may decline or not meet expectations as a result. Accordingly, RMR’s Adjusted EBITDA and Adjusted EBITDA Margin may not grow in future periods and could decline; |
• | Mr. Portnoy also states that, in June 2019, HPT agreed to acquire a net leased portfolio from SMTA for $2.4 billion, which is expected to close by the end of RMR’s fiscal year end on September 30, 2019 and is expected to result in over $12 million in annual management services revenues for RMR. This transaction is subject to closing conditions, including the approval by at least a majority of SMTA’s shareholders. Accordingly, this transaction may not be consummated or it may be delayed. Also, the expected increase in annual management services revenues may not be realized at the amounts expected or at all. Further, RMR expects to incur additional costs to provide management services for these properties and those costs may limit or offset any increased fees it may earn; |
• | Mr. Portnoy states that the SMTA transaction is expected to be accretive to HPT, which may imply that HPT will realize increased profitability and higher market capitalizations and that RMR’s business management fees it earns from HPT will increase as a result. However, as noted above, SMTA’s transaction is subject to conditions. Further, HPT’s business, the SMTA properties that HPT would acquire and the businesses conducted at those properties are subject to risks. HPT may not realize increased profits as a result of acquiring those businesses. Even if HPT does realize profits from those properties, its other businesses could underperform and limit or prevent any gain in market capitalization HPT might otherwise realize. Accordingly, RMR may not realize increased business management fees as a result of the SMTA transaction, if it is completed; |
• | Mr. Portnoy notes that the recent equity offering of RMR class A common stock by three of RMR’s Managed Equity REITs more than doubled RMR’s nonaffiliated public float of its class A common stock and that this should result in enhanced liquidity for RMR’s shareholders. However, the trading liquidity for RMR’s class A common stock will be subject to various market conditions and factors as well as market perceptions of RMR and its prospects, among other things. As a result, increased trading liquidity may not be realized, may be limited or may be unpredictable and volatile; and |
• | Mr. Portnoy states that RMR’s balance sheet continues to leave RMR well positioned to assess strategic opportunities for future growth. This statement may imply that RMR will successfully assess and act upon strategic opportunities for future growth and that RMR’s business will grow and that its operating performance and financial results will improve as a result. However, RMR’s assessments and efforts may not be successful, it may not grow its operating performance and financial results may not improve, and it may realize losses as a result. |
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end