EX-99.2 3 dex992.htm PRESS RELEASE Press Release

Exhibit 99.2

 

Immediate   

Karen Widmayer: Media Contact

(202) 729-1789

karen.widmayer@carramerica.com

Stephen Walsh: Analyst Contact

(202) 729-1764

stephen.walsh@carramerica.com

 

CARRAMERICA ANNOUNCES FIRST QUARTER 2005 FINANCIAL RESULTS

 

Washington D.C. – April 28, 2005 – CarrAmerica Realty Corporation (NYSE:CRE) today reported first quarter 2005 diluted earnings per share of $1.54 on net income of $95.0 million, compared to diluted earnings per share of $0.21 on net income of $15.2 million for the first quarter of 2004. First quarter 2005 net income includes gains from the disposition of real estate of $88.1 million ($1.46 per diluted share).

 

For the first quarter of 2005, diluted funds from operations available to common shareholders (Diluted FFO), including the impairment charges discussed below, were $41.4 million or $0.69 per share compared to $48.4 million or $0.81 per share for the first quarter of 2004. The gains associated with the disposition of real estate had no impact on reported Diluted FFO or Diluted FFO per share.

 

First quarter 2005 results also were negatively impacted by impairment charges on two properties which we expect to sell during 2005 which totaled $4.0 million and reduced earnings per share and Diluted FFO per share for the quarter by $0.07 per share.

 

Portfolio Report

 

CarrAmerica President and COO, Philip L. Hawkins, commented, “CarrAmerica is very pleased with the level of leasing activity experienced across our markets in the first quarter.” Mr. Hawkins continued, “Occupancy increased within our portfolio for the second consecutive quarter, demonstrating continuing economic recovery and renewed vigor in demand for office space.”

 

Occupancy for consolidated stabilized properties was 88.6% at March 31, 2005, up from 88.2% at December 31, 2004 and up from 87.4% at March 31, 2004. Same store property operating income for the first quarter of 2005 decreased 4.6% on a GAAP basis over the same period in 2004 due primarily to rental rates on new leases being substantially lower than rental rates in expiring leases in many of CarrAmerica’s markets. Adjusting for termination fees, same store

 

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CarrAmerica Release of April 28, 2005

Page Two

 

property operating income for the first quarter of 2005 decreased by 3.8% as compared to the previous year. The average occupancy rate for same store properties was 88.4% in the first quarter, up from 88.0% at the end of the fourth quarter.

 

For the first quarter, rental rates decreased 11.7% on average on the leases executed during the quarter. The Company leased 502,000 square feet of office space in the first quarter.

 

Acquisitions

 

There were no new building acquisitions completed during the first quarter of 2005. Subsequent to the end of the first quarter, a joint venture in which CarrAmerica is a 20% partner acquired Colonnade I, II & III, a 984,000 square foot Class A property located in Dallas, Texas for $153.5 million. CarrAmerica will also lease and manage the property. CarrAmerica expects to receive a year one unleveraged GAAP return on its investment of 8.1% and a stabilized unleveraged GAAP return on its investment of approximately 9.25%. CarrAmerica’s investment net of property level debt was approximately $11.0 million.

 

Dispositions

 

During the first quarter, CarrAmerica entered into a joint venture with RREEF, a subsidiary of Deutsche Bank AG (NYSE: DB), to own CarrAmerica Corporate Center, an approximately 1.0 million square foot office property located in Pleasanton, California. The property was valued at $197.3 million for the purpose of the venture. CarrAmerica received approximately $154.0 million in net proceeds in connection with its sale of an 81% interest in the property. In addition to retaining a 19% ownership interest, CarrAmerica will continue to manage and oversee leasing of the property. The Company recorded a gain of $77.4 million in connection with the sale.

 

Also in the first quarter, CarrAmerica closed on the sale of Alton Deere Plaza, a six-building, 183,000 square foot office property in Orange County, California for $33.7 million. The Company recorded a first quarter gain of approximately $9.0 million associated with this sale.

 

Also in the first quarter, a joint venture in which CarrAmerica owns a 30% interest closed on the sale of approximately 82,000 square feet of office space in its Terrell Place project in Washington, D.C. for $32.6 million. CarrAmerica’s share of the proceeds was $6.5 million and our gain on the sale was approximately $1.7 million.

 

Subsequent to the end of the first quarter, CarrAmerica closed on the sale of Westlake Spectrum, a two building, 107,000 square foot office property in Los Angeles for $21.3 million. The Company recorded a gain of approximately $3.8 million in connection with this sale.

 

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CarrAmerica Release of April 28, 2005

Page Three

 

The Company has been reviewing selected properties for possible sale and has determined that 11 properties would be marketed for sale over the next three to nine months. Of those properties to be marketed for sale, two had book values in excess of their market values less costs to sell and net operating cash during the holding period. The Company recognized an impairment loss of $4.0 million related to these two properties in the first quarter of 2005.

 

The gains on the first quarter sales and the impairment of two of the properties to be sold were not included in our previously issued earnings per share or FFO guidance. The property gains had no impact on FFO while the impairment charges will reduce full year Diluted FFO per share by $0.07 per share.

 

Capital Markets

 

Subsequent to the end of the quarter, on April 18, 2005, CarrAmerica terminated a $175.0 million interest rate swap agreement for a payment of approximately $2.0 million. This cost will be amortized as an increase of interest expense over the remaining term of the Company’s $175.0 million, 5.25% senior unsecured notes maturing in 2007 resulting in a new effective interest rate to maturity of 5.69%.

 

CarrAmerica Earnings Estimates

 

On Friday, April 29, CarrAmerica management will discuss earnings guidance for 2005 which includes the impairment charges previously disclosed. Diluted earnings per share of $1.74 - $1.94 and Diluted FFO per share of $2.66 - $2.86 for 2005 will be discussed. Second quarter 2005 diluted earnings per share and Diluted FFO per share of $0.10 to $0.15 and $0.66 to $0.71, respectively, will also be discussed. The projections for 2005 are based in part on the following assumptions:

 

     2005

Average Office Portfolio Occupancy

   88.0% - 90.0%

Real Estate Service Revenue

   $18.0 - $21.0 million

General and Administrative Expense

   $40.0 - $42.0 million

Termination Fees

   $  1.0 -
$  2.0 million

 

Estimates for full year 2005 include gains on the sale of Alton Deere Plaza, Westlake Spectrum and the partial interests in the Terrell Place project as well as CarrAmerica Corporate Center and the impairment charges previously disclosed (see Dispositions section earlier in this document) but exclude any other potential gains, losses or asset impairments associated with property dispositions currently contemplated or otherwise. Any gains or losses on the sales of real estate will have an impact on net income, which may be material, but will not have an impact on FFO, since those amounts are not added back in the calculation of FFO. Any impairments of real estate will negatively impact both net income and FFO, which may be material. The 2005 estimates also include the impact of lost property income of approximately $6.5-$7.0 million associated with the vacancy of the International Monetary Fund from our International Square property in Washington, D.C. The Company expects to incur approximately 2-4

 

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CarrAmerica Release of April 28, 2005

Page Four

 

months of downtime associated with the commencement of a 394,000 square foot lease in approximately 80.0% of the vacated space. Our 2005 estimate also assumes that straight-line rents on in-place leases that expire in 2005 exceed market rental rates by 8.0% - 12.0% and that, on a weighted average basis, dispositions will exceed acquisitions by approximately $150.0 million for the year.

 

CarrAmerica Announces First Quarter Dividend

 

The Board of Directors of CarrAmerica today declared a first quarter dividend for its common stock of $0.50 per share. The dividend will be payable to shareholders of record as of the close of business May 20, 2005. CarrAmerica’s common stock will begin trading ex-dividend on May 18, 2005 and the dividend will be paid on May 31, 2005. The company also declared a dividend on its Series E preferred stock. The Series E Cumulative Redeemable preferred stock dividend is $.46875 per share. The Series E preferred stock dividends are payable to shareholders of record as of the close of business on May 20, 2005. The preferred stock will begin trading ex-dividend on May 18, 2005 and the dividends will be paid on May 31, 2005.

 

CarrAmerica First Quarter Webcast and Conference Call

 

CarrAmerica will conduct a conference call to discuss 2005 first quarter results on Friday, April 29, 2005 at 11:00 A.M, ET. A live webcast of the call will be available through a link at CarrAmerica’s web site, www.carramerica.com. The phone number for the conference call is 1-800-475-3716 for U.S. participants and 1-719-457-2728 for international participants. The call is open to all interested persons. A taped replay of the conference call can be accessed from 3:00 PM on April 29, 2005 until midnight May 4, 2005, by dialing 1-888-203-1112 for U.S. callers and 1-719-457-0820 for international callers, passcode 8646454.

 

A copy of supplemental material on the company’s first quarter operations is available on the company’s web site, www.carramerica.com, or by request from:

 

Stephen Walsh

CarrAmerica Realty Corporation

1850 K Street, NW, Suite 500

Washington, D.C. 20006

(Telephone) 202-729-1764

E-mail: stephen.walsh@carramerica.com

 

CarrAmerica owns, develops and operates office properties in 12 markets throughout the United States. The company has become one of America’s leading office workplace companies by meeting the rapidly changing needs of its customers with superior service, a large portfolio of quality office properties and extraordinary development capabilities. Currently, CarrAmerica and its affiliates own, directly or through joint ventures, interests in a portfolio of 288 operating office properties, totaling over 26 million square feet. CarrAmerica’s markets include Austin, Chicago, Dallas, Denver, Los Angeles, Orange County,

 

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CarrAmerica Release of April 28, 2005

Page Five

 

Portland, Salt Lake City, San Diego, San Francisco Bay Area, Seattle and metropolitan Washington, D.C. For additional information on CarrAmerica, including space availability, visit our web site at www.carramerica.com.

 

Estimates of Diluted FFO and earnings per share and certain other statements in this release, including management’s expectations about, among other things, operating performance and financial conditions, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, dividends, achievements or transactions of the company and its affiliates or industry results to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such factors include, among others, the following: national and local economic, business and real estate conditions that will, among other things, affect demand for office space, the extent, strength and duration of any economic recovery, including the effect on demand for office space and the creation of new office development, availability and creditworthiness of tenants, the level of lease rents, and the availability of financing for both tenants and us; adverse changes in real estate markets, including, among other things, the extent of tenant bankruptcies, financial difficulties and defaults, the extent of future demand for office space in our core markets and barriers to entry into markets which we may seek to enter in the future, the extent of the decreases in rental rates, our ability to identify and consummate attractive acquisitions on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and changes in operating costs, including real estate taxes, utilities, insurance and security costs; actions, strategies and performance of affiliates that we may not control or companies in which we have made investments; ability to obtain insurance at a reasonable cost; ability to maintain our status as a REIT for federal and state income tax purposes; ability to raise capital; effect of any terrorist activity or other heightened geopolitical crisis; governmental actions and initiatives; and environmental/safety requirements. For a further discussion of these and other factors that could impact the company’s future results, performance, achievements or transactions, see the documents filed by the company from time to time with the Securities and Exchange Commission, and in particular the section titled, “The Company - Risk Factors” in the company’s Annual Report or Form 10-K.

 

-END OF PART ONE-


CARRAMERICA REALTY CORPORATION

Consolidated Balance Sheets

 

(In thousands)

 

   March 31,
2005


    December 31,
2004


 
     (Unaudited)        
Assets                 

Rental property:

                

Land

   $ 740,859     $ 779,482  

Buildings

     1,977,970       2,064,678  

Tenant improvements

     425,128       448,515  

Furniture, fixtures and equipment

     46,186       45,879  
    


 


       3,190,143       3,338,554  

Less: Accumulated depreciation

     (734,092 )     (750,530 )
    


 


Net rental property

     2,456,051       2,588,024  

Land held for future development or sale

     41,811       41,676  

Cash and cash equivalents

     153,236       4,735  

Restricted deposits

     2,019       1,364  

Accounts and notes receivable, net

     53,342       52,438  

Investments in unconsolidated entities

     154,883       138,127  

Accrued straight-line rents

     83,505       84,396  

Tenant leasing costs, net

     50,284       53,908  

Intangible assets, net

     91,991       98,354  

Prepaid expenses and other assets

     20,367       18,170  
    


 


     $ 3,107,489     $ 3,081,192  
    


 


Liabilities and Stockholders’ Equity                 

Liabilities:

                

Mortgages and notes payable, net

   $ 1,928,172     $ 1,941,130  

Accounts payable and accrued expenses

     89,858       107,409  

Rent received in advance and security deposits

     34,403       40,304  
    


 


       2,052,433       2,088,843  

Minority interest

     61,050       65,378  

Stockholders’ equity:

                

Preferred stock

     201,250       201,250  

Common stock

     552       548  

Additional paid-in capital

     1,028,827       1,025,388  

Cumulative dividends in excess of net income

     (236,817 )     (300,500 )

Accumulated other comprehensive income

     194       285  
    


 


       994,006       926,971  
    


 


Commitments and contingencies

                
     $ 3,107,489     $ 3,081,192  
    


 


 

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CARRAMERICA REALTY CORPORATION

Consolidated Statements of Operations

 

     Three Months Ended
March 31,


 

(In thousands, except per share amounts)

 

   2005

    2004

 
     (Unaudited)  

Revenues:

                

Rental income (1):

                

Minimum base rent

   $ 104,050     $ 96,738  

Recoveries from tenants

     14,739       13,439  

Parking and other tenant charges

     3,580       4,105  
    


 


Total rental revenue

     122,369       114,282  

Real estate service revenue

     5,573       5,466  
    


 


Total operating revenues

     127,942       119,748  
    


 


Operating expenses:

                

Property expenses:

                

Operating expenses

     31,108       28,801  

Real estate taxes

     11,234       10,756  

General and administrative

     10,749       10,272  

Depreciation and amortization

     34,961       30,844  
    


 


Total operating expenses

     88,052       80,673  
    


 


Real estate operating income

     39,890       39,075  

Other (expense) income:

                

Interest expense

     (29,499 )     (26,341 )

Equity in earnings of unconsolidated entities

     1,070       1,998  

Interest and other income

     1,450       694  
    


 


Net other expense

     (26,979 )     (23,649 )
    


 


Income from continuing operations before income taxes, minority interest, impairment losses on real estates and gain (loss) on sale of properties

     12,911       15,426  

Income taxes

     (172 )     (122 )

Minority interest

     (1,791 )     (2,026 )

Impairment losses on real estate

     (4,000 )     —    

Gain (loss) on sale of properties

     88,094       (10 )
    


 


Income from continuing operations

     95,042       13,268  

Discontinued operations - Net operations of sold properties

     —         1,962  
    


 


Net income

     95,042       15,230  
    


 


Less: Dividends on preferred and restricted stock

     (4,031 )     (3,940 )
    


 


Net income available to common shareholders

   $ 91,011     $ 11,290  
    


 


Basic net income per share:

                

Continuing operations

   $ 1.67     $ 0.17  

Discontinued operations

     —         0.04  
    


 


Net income

   $ 1.67     $ 0.21  
    


 


Diluted net income per share:

                

Continuing operations

   $ 1.54     $ 0.17  

Discontinued operations

     —         0.04  
    


 


Net income

   $ 1.54     $ 0.21  
    


 



NOTE: (1) Rental income includes $2,487 and $2,236 of accrued straight line rents for the three months period ended Mar. 31, 2005 and 2004, respectively.

 

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CARRAMERICA REALTY CORPORATION

Consolidated Statements of Cash Flow

 

     Three Months Ended
March 31,


 

(In thousands)

 

   2005

    2004

 
     (Unaudited)  

Cash flow from operating activities:

                

Net income

   $ 95,042     $ 15,230  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     34,961       33,446  

Minority interest

     1,791       2,026  

Equity in earnings of unconsolidated entities

     (1,070 )     (1,998 )

(Gain) loss sale of properties

     (88,094 )     10  

Gain on sale of properties - discontinued operations

     —         (66 )

Gain on sale of residential property

     —         (225 )

Impairment losses on real estate

     4,000       —    

Above/(below) market lease amortization

     2,009       (270 )

Amortization of deferred financing costs

     1,003       1,342  

(Recovery of) provision for uncollectible accounts

     (69 )     80  

Stock based compensation

     1,305       905  

Other

     622       425  

Change in assets and liabilities:

                

Decrease in accounts receivable

     5,214       705  

Increase in accrued straight-line rents

     (3,015 )     (2,236 )

Additions to tenant leasing costs

     (4,271 )     (2,276 )

Increase in intangible assets, prepaid expenses and other assets

     (2,666 )     (1,213 )

Decrease in accounts payable and accrued expenses

     (24,781 )     (8,083 )

Decrease in rent received in advance and security deposits

     (5,878 )     (4,471 )
    


 


Total adjustments

     (78,939 )     18,101  
    


 


Net cash provided by operating activities

     16,103       33,331  
    


 


Cash flows from investing activities:

                

Rental property additions

     (1,859 )     (1,592 )

Additions to tenant improvements

     (6,063 )     (10,040 )

Additions to land held for development or sale and construction in progress

     (134 )     (1,776 )

Issuance of notes receivable

     (6,540 )     (2,081 )

Payments on notes receivable

     419       —    

Distributions from unconsolidated entities

     1,770       1,383  

Investments in unconsolidated entities

     (3,119 )     (178 )

Acquisition of minority interest

     (3,831 )     (1,079 )

Increase in restricted deposits

     (655 )     (533 )

Proceeds from sale of residential property

     930       2,060  

Proceeds from sales of properties

     191,940       10,512  
    


 


Net cash provided by (used in) investing activities

     172,858       (3,324 )
    


 


Cash flows from financing activities:

                

Exercises of stock options

     2,129       31,589  

Repayment of unsecured notes

     (100,000 )     —    

Proceeds from the issuance of unsecured notes, net

     —         222,892  

Net borrowings (repayments) on unsecured credit facility

     93,000       (228,000 )

Net repayments of mortgages and notes payable

     (1,497 )     (21,785 )

Dividends and distributions to minority interests

     (34,092 )     (33,246 )
    


 


Net cash used in financing activities

     (40,460 )     (28,550 )
    


 


Increase in cash and cash equivalents

     148,501       1,457  

Cash and cash equivalents, beginning of the period

     4,735       4,299  
    


 


Cash and cash equivalents, end of the period

   $ 153,236     $ 5,756  
    


 


Supplemental disclosure of cash flow information:

                

Cash paid for interest (net of capitalized interest of $176 for the three months ended Mar. 31, 2004)

   $ 40,376     $ 38,763  
    


 


Income tax payments (refunds), net

   $ 184     $ (23 )
    


 


 

 

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CARRAMERICA REALTY CORPORATION

Funds From Operations

 

Funds from operations (“FFO”) and funds available for distribution (“FAD”) are used as measures of operating performance for real estate companies. We provide FFO and FAD as a supplement to net income calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Although FFO and FAD are widely used measures of operating performance for equity REITs, they do not represent net income calculated in accordance with GAAP. As such, they should not be considered an alternative to net income as an indication of our operating performance. In addition, FFO or FAD does not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to cash flow from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to make cash distributions. The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (computed in accordance GAAP), excluding gains (losses) on sales of property, plus depreciation and amortization of assets uniquely significant to the real estate industry and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis.

 

We believe that FFO and FAD are helpful to investors as a measure of our performance because they exclude various items included in net income that do not relate to or are not indicative of our operating performance, such as gains and losses on sales of real estate and real estate related depreciation and amortization, which can make periodic analyses of operating performance more difficult to compare. FAD deducts various capital items and non-cash revenue from diluted FFO available to common shareholders. Our management believes, however, that FFO and FAD, by excluding such items, which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates, can help compare the operating performance of a company’s real estate between periods or as compared to different companies. Our FFO or FAD may not be comparable to FFO or FAD reported by other REITs. These REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than us. They may include or exclude items which we include or exclude from FAD.

 

     Three Months Ended
March 31,


 

(Unaudited and in thousands)

 

   2005

    2004

 

Net income

   $ 95,042     $ 15,230  

Adjustments:

                

Minority interest

     1,791       2,026  

FFO allocable to the minority Unitholders

     (3,357 )     (3,558 )

Depreciation and amortization - REIT properties

     33,152       29,154  

Depreciation and amortization - Equity properties

     3,576       3,481  

Depreciation and amortization - Discontinued operations

     —         2,602  

Minority interests’ (non Unitholders) share of depreciation, amortization and net income

     (285 )     (273 )

Gain on sale of properties

     (88,094 )     (56 )
    


 


FFO as defined by NAREIT

     41,825       48,606  

Less: Preferred dividends and dividends on unvested restricted stock

     (3,780 )     (3,799 )
    


 


FFO attributable to common shareholders

     38,045       44,807  

FFO allocable to the minority Unitholders

     3,357       3,558  
    


 


Diluted FFO available to common shareholders(1)

   $ 41,402     $ 48,365  
    


 


Less:

     (4,271 )     (2,276 )

Lease commissions

                

Tenant improvements

     (6,063 )     (10,040 )

Building capital additions

     (1,848 )     (1,408 )

Above/below market leases

     2,009       (270 )

Impairment losses

     4,000       —    

Straight line rent

     (2,487 )     (2,236 )
    


 


Funds available for distribution to common shareholders(2)

   $ 32,742     $ 32,135  
    


 



1 Diluted funds from operations is computed as FFO attributable to common shareholders adjusted to reflect all operating partnership units as if they were converted to common shares for any period in which they are not antidilutive.
2 Adjustments to arrive at FAD do not include amounts associated with properties in unconsolidated entities.

 

-CONTINUED-


CARRAMERICA REALTY CORPORATION

Funds From Operations (con’t)

 

     Three Months Ended
March 31,


 

(Unaudited and in thousands, except per share amounts)

 

   2005

    2004

 

Diluted net income per common share

   $ 1.54     $ 0.21  
    


 


Add:

                

Depreciation and amortization

     0.58       0.59  

Gain on sale of properties

     (1.46 )     —    

Minority interest adjustment

     0.03       0.03  

Adjustment for share difference

     —         (0.02 )
    


 


Diluted funds from operations available to common shareholders

   $ 0.69     $ 0.81  
    


 


Weighted average common shares outstanding:

                

Diluted net income

     60,239       53,794  

Diluted funds from operations

     60,239       59,355  

 

-CONTINUED-


CARRAMERICA REALTY CORPORATION

Funds From Operations (con’t)

 

(Unaudited and in thousands, except per share amounts)

 

   Projected
Three Months Ended
June 30, 2005


    Projected
Twelve Months Ended
December 31, 2005


 

Projected diluted net income per common share

   $  0.10 - 0.15     $  1.74 - 1.94  
    


 


Add: Projected depreciation and amortization

     0.59       2.43  

Projected minority interest

     0.04       0.01  

Less: Gain on sale of properties

     (0.06 )     (1.52 )

Projected adjustment for share difference

     (0.01 )     —    
    


 


Projected diluted funds from operations per common share

   $ 0.66 - 0.71     $ 2.66 - 2.86  
    


 


Projected weighted average common shares outstanding:

                

Projected diluted net income

     55,300       60,600  

Projected diluted funds from operations

     60,500       60,600  

 

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