Greetings and welcome to the Whitestone REIT Third Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note this conference is being. I will now turn the conference over to your host, Rebecca Elliott. You may begin.

Rebecca Elliott - Vice President, Corporate Communications

Thank you, operator. Good morning and thank you for joining Whitestone REIT's third quarter 2021 earnings conference call. Joining me on today's call are Jim Mastandrea, our Chairman and Chief Executive Officer; and Dave Holeman, our Chief Financial Officer. Please note that some statements made during this call are not historical and may be deemed forward-looking statements. Actual results may differ materially from those forward-looking statements due to a number of risks, uncertainties and other factors. Please refer to the company's earnings news release and filings with the SEC including Whitestone's most recent Form 10-Q and Form 10-K for a detailed discussion of these factors.

Acknowledging the fact that this call may be webcast for a period of time, it is also important to note that this call includes time-sensitive information that may be accurate only as of today's date, October 27, 2021. The company undertakes no obligation to update this information. Whitestone's third quarter earnings news release and supplemental operating and financial data package have been filed with the SEC and are available on our website www.whitestonereit.com in the Investor Relations section.

Now over to Jim Mastandrea, our Chairman and CEO, to update you on our third quarter results.

James C. Mastandrea - Chairman and Chief Executive Officer

Thank you, Rebecca and thank you all for joining us on our third quarter conference call, I would like to begin my sharing with you the highlights of our third quarter. Operating portfolio occupancy increased to 90.2% from 89.9% last quarter and annualized base rent increased to $20.41 from $19.95 last quarter. Our overall foot traffic at our centers in 3Q '21 was 35% higher than the same quarter in 2020. With the resurgence of the COVID through its delta variant, we maintained a steady, but slightly lighter pattern versus 2Q '21. We continue to experience active recurring traffic from existing and new community members visiting our centers as population shifts continue with the ongoing migration from corporations and individuals to Arizona and Texas.

Regarding our financial performance for the quarter, revenue grew by 9% to $32.4 million this quarter compared to $29.9 million in 3Q '20. Same-store net operating income growth of 7% in this quarter and 8% in Q2 was driven by increases in occupancy and annual base rent per square foot as previously noted, as well as positive leasing spreads. A key financial indicator for REIT is FFO. Funds from operations core was $0.25 per share and $0.75 per share in the quarter and the nine months ended September 30, 2021 respectively. Along with this noted growth, we continue to make progress towards one of our long-term goals of deleveraging the trust. We reduced our debt to EBITDA, which is now 8.1 times down from 9.4 times a year ago.

Equally important to the trust is our dividend, which we consider sacred. Regarding our quarterly dividend, we now have paid dividends to our shareholders for the 134th consecutive months since our IPO. Our dividend yield of 4.3% remains at a premium and our payout ratio to FFO core is exceptionally strong at 42%. This quarter we reactivated our external growth plan with the acquisition of Lakeside Market in Plano, Texas at a purchase price of $53.25 million. Importantly, this acquisition did not require any additional corporate overhead, which is a key component towards our attaining economies of scale.

Along with this acquisition, we're actively pursuing additional properties in our strong pipeline of assets in Austin, Dallas and Phoenix. Looking at our current portfolio, we now have 4.6 million of our 5.1 million square feet of space leased. Our approximately 1,500 tenants' average lease space is 3000 square feet per tenant, complemented by a mix of larger square footage leases by our grocery anchors. Our strong tenant relationships and rigorous vetting process ensures the quality of our revenue for our portfolio and stability of our cash flow.

I would like to point out that our tenant improvement costs to bring a new smaller tenant into one of our centers is much lower per square foot than the cost of a big box tenant. By doing so, we spread our risk among a group of tenants in a relatively the same space as a larger tenant, achieve higher rent per square foot, annual escalators of 2% or 3% and some of our tenants pay percentage lease of revenues. In addition, typically our tenants pay taxes, insurance and common area maintenance.

Our strong leasing activity is one of the key drivers and performance this quarter. Some important metrics to highlight that our new lease count for 3Q '21 is 38 versus 35 in the prior quarter and 32 in the prior year. Our leasing spreads for 3Q '21 are 5.4% versus 3.1% in the prior quarter and 2.9% in the prior year, both of which are moving in a positive direction. In summary, the update I've shared with you today highlights, in particular, our business model continues to perform exceptionally well.

Our leasing strategy focusing on entrepreneurial tenants continues to produce consistent results. And most notably, we are continuing to make good progress to achieving our long-term goals. While we are pleased with our continued improving performance, we know that the work ahead of us is cut out, but our team remains committed to serving our shareholders and increasing long-term value.

With that I would now like to turn the call over to Dave Holeman. Dave?

David K. Holeman - Chief Financial Officer

Thanks, Jim. I appreciate the opportunity to share some great results for the third quarter. During the quarter, our best-in-class geography and strategically designed tenant mix have produced strong top line and bottom line growth, and our long-term focus and day-to-day execution have allowed us to make significant progress towards our long-term goals of scaling our infrastructure and improving our overall debt leverage. The MSAs that we operate in, continue to see significant population migration and corporate relocations producing jobs from other areas of the country. This is best evidenced by record leasing activity, occupancy and annualized base rent growth, year-over-year and quarter-over-quarter topline revenue, NOI and FFO growth, robust leasing spreads, strong same-store NOI growth, reduced debt levels and interest cost resulting in improved debt leverage metrics and greater scale of our G&A infrastructure.

Total revenue was $32.4 million for the quarter, up 6% from the second quarter and up 9% from the third quarter of 2020. The revenue growth was driven by a sequential 0.3% increase in same-store occupancy from Q2 and a 1.2% improvement compared to Q3 of 2020. We are also benefiting from our ABR per square foot, rising 2.3% sequentially and 5.3% from a year ago along with lower and collectability reserves. Property net operating income was $23.2 million for the quarter, up 5% sequentially and up 9% from the third quarter of 2020. Q3 same-store NOI increased 7% from Q3 of 2020. Net income for the quarter was $0.06 per share, up from $0.02 per share in the prior year quarter.

Funds from operations core was $0.25 per share in the quarter, up 9% from the second quarter of 2020 and year-to-date FFO core per share was $0.75 per share, up 9% from the same period of 2020. Our leasing activity in the quarter continued to build on our very strong first and second quarters, with 38 new leases, representing 90,000 square feet of newly occupied spaces. Our new leasing activity for the nine months was 56% higher on a square foot basis than 2020 and 48% higher than 2019. On a total lease value basis, our new leasing activity for the nine months was 112% higher than 2020 and 191% higher than 2019.

Leasing spreads on a GAAP basis have been a positive 8.5% over the last 12 months and third quarter leasing spreads increased by 5.4% on new leases and 14.1% on renewal leases signed. Our annualized base rent per square foot on a GAAP basis at the end of the quarter grew 2.3% to $20.41 from $19.95 in the previous quarter and increased 5.3% from a year ago. Total operating portfolio occupancy stood at 90.2%, up 1.2% from a year ago and up 0.3% from the second quarter. Including our newest acquisition Lakeside Market, our total occupancy is 89.9%, up 1% from a year ago.

Our collections continued to be very strong in the third quarter, reflecting the overall high collection levels and collections on tenants classified as cash basis. Our tenant receivables decreased by $1 million, an improvement of 4.4% from year-end 2020. Our interest expense was 4% lower than a year ago, reflecting our lower net debt. At quarter end, we had $22 million in accrued rents and accounts receivable. Included in this amount is $17.8 million of accrued straight-line rents and $1.3 million of agreed upon deferrals. Our agreed upon deferral balance is down 43% from year-end reflecting tenants honoring their payment plans.

Turning to our balance sheet. Since early last year, we have implemented various measures to strengthen our liquidity. Our total net debt was $616.6 million, down $20.5 million from a year ago, improving our debt to gross book real estate cost ratio to 51% down from 55% a year ago. Our debt to EBITDA ratio improved 1.3 turns from a year ago and 0.1 turn from the second quarter to 8.1 times in Q3. We are pleased with the significant progress we are making toward our long-term debt reduction goal and remain steadfast in our commitment in this area.

As of quarter end, we have $155.5 million of undrawn capacity and $81.8 million of borrowing availability under our credit facility. During the quarter, we sold 3 million common shares under our ATM program, resulting in $28 million in net proceeds to the company at an average sale price of $9.49 per share. These strong results in 2021 are a testament to the strength of Whitestone's strategic geographic focus and business model. We are encouraged by the acquisition of Lakeside Market in the quarter and look forward to continued delivery of value to all of Whitestone's stakeholders.

With that now - we will now take questions. Operator, please open the lines.

Question & Answers

Operator

And at this time, we will be conducting a question-and-answer session. [Operator Instructions] And our first question is from Craig Kucera with B Riley. Please proceed with your question.

Craig Kucera - B. Riley FBR Inc. - Analyst

Hey, good morning guys. You had a pretty decent increase in operating expenses, both sequentially and year-over-year. Were there any one-time items in there driving that effort or is that just a function of more broad based increases in utilities and insurance and other expense items?

David K. Holeman - Chief Financial Officer

Hey, Craig. Thanks for your question. Not really any one-time items, I would say, obviously in 2020, like others, we pulled back where we could on our operating expenses and we're catching up a bit on those in '21. So just kind of normal maintenance of the properties, but a little bit of a reduction in '21, a little bit of a catch-up - I'm sorry, a reduction in '20 and a catch-up in 21.

Craig Kucera - B. Riley FBR Inc. - Analyst

Got it. That's helpful. Jim, you had a solid leasing quarter from a spread perspective. As we start to potentially look at the specter of inflation in the economy. Are you pushing to get and perhaps able to get higher escalators in your leases?

James C. Mastandrea - Chairman and Chief Executive Officer

Well, right now, Craig, and thanks for your question and thanks for participating. Right now, we're averaging 2% to 3% increases annually and that's probably closer to 3%. All of our common area maintenance taxes and expenses are all passed through to the tenant and those have increases as well. We also have somewhere - of around 275 restaurants and a number of those restaurants, which are local - fine operated places in our local markets have percentage participation clauses, where there is a break point and we get a percentage of the sales.

And for example, if the breakpoint is $2.5 million, we'd get 6.6% on anything over $2.5 million. So if you got up to $3 million and $3.5 million, we can get another 6% on it and the restaurants are doing exceptionally well, particularly in the Phoenix marketplace. So we pick up something there and then we've always stayed relatively short term on our leases three to five years. And when we have time for renewal, again, you take tenants that are doing exceptionally well, they want to stay where they are. When it's time for renewal, we look at the greater of the rent at the end of their lease at or that term or the market and usually we're able to go back to the market, which is inflated at that time. So when we have precautions built in, we've done that all along and I will remind you that we pay out 40% of our FFO and dividends. So, we have a huge cushion there and we're accumulating a lot of cash each month.

Craig Kucera - B. Riley FBR Inc. - Analyst

Got and I appreciate the color on that. I'm going shift gears back to Dave. As far as your rent recoveries here this COVID deferred rents, what was recovered this quarter? I may have missed that and kind of what are your expectations here in the fourth quarter?

David K. Holeman - Chief Financial Officer

Yeah. So, we have on our kind of agreed upon deferrals with - during COVID. I think initially we've reduced that about 40 - over 40% this year. So we're down to kind of about $1.2 million in deferred rents which are really balanced, are paid back largely probably over the next 12 months. So, we've cut that number in half from year-end and expect the rest of it to come in over the next 12 months.

Craig Kucera - B. Riley FBR Inc. - Analyst

Okay. That's helpful. Jim, you made a decision to make the acquisition in Dallas, you made some commentary, you're looking at Austin and Dallas as well and Phoenix for other acquisitions, but can you talk about sort of your expectations here? Is it - are we far enough along in fourth quarter that's probably too late close something or might we see something this quarter and maybe kind of what you're thinking about early next year as well.

James C. Mastandrea - Chairman and Chief Executive Officer

Sure. We do have a contract in Austin on a property and we're under confidentiality agreement. So I can't say - I cannot say anything more than that, it's a great property, it fits our portfolio, the pickings are very thin in Austin, but we've got our people on the ground that have really looked at it - looked at the market. And we have two other properties that we are very attracted to there. Our goal is to grow each one of the regions.

For example, Dallas, San Antonio - Dallas and Fort Worth and Austin and San Antonio, as well as Houston to the same size as Phoenix, where we can - where we control or rank about the top one or two owners of real estate in that marketplace. If we do that we would be on track for our strategic growth plan of about $5 billion. We'll try to keep making headway towards that next year. And at some point in time as our cost of capital come down - comes down the assets are much easier to acquire.

Craig Kucera - B. Riley FBR Inc. - Analyst

Got it. And I know in the past you've been able to do OP unit deal, so there may be price closer to your NAV. Year-to-date, you've been issuing more common, of course, but are any of these deals you're looking at, OP unit deals?

James C. Mastandrea - Chairman and Chief Executive Officer

We have one that looking at that's an OP deal and by the way, it's a great observation on your part because we do issue the OP units, it's something closer to net asset value than we do at the market price.

Craig Kucera - B. Riley FBR Inc. - Analyst

Okay, thanks. That's it from me.

David K. Holeman - Chief Financial Officer

Yes.

Operator

[Operator Instructions] And our next question is from Michael Diana with Maxim Group. Please proceed with your question.

Michael Diana - Maxim Group - Analyst

Thank you. The leasing activity was very strong in the quarter. Can you maybe give us one or two examples of new lease and a renewal lease that you thought was particularly important?

James C. Mastandrea - Chairman and Chief Executive Officer

Sure, Michael. Thanks for your question. Let me just go back and give you a slight - little bit of background and history. When we bought a property called Sunset which is in our Scottsdale marketplace. There was a tenant called Soul Cafe. We worked very closely with her. She has an amazing reputation now in the marketplace and that was several years back. Since then, we worked with her to move about four miles away and open another restaurant called Vic & Ola's, which is an Italian restaurant. That's been an enormous success, it's probably doing about $3 million a year in sales, it's only been open a year and a half.

Following that, with that success, in the same property, she has opened a, what's called the Copper Club to do banquet facilities around Christmas, Thanksgiving, large parties and our deal structure there is that she pays all the common area maintenance, taxes and insurance and we get 20% of the revenues, not the net operating income. So then last year, even during COVID, we negotiated and opened a new restaurant with her called Alma down at our Seville property on Scottsdale Road across from where they're building a new Ritz Carlton complex and that now has, it's a different age group, it's a tequila, kind of Mexican theme to it and that's doing exceptionally well.

And we have just now signed another lease with her to open a second generation restaurant where we do very little TI in our Market Street property. All the restaurants that she has are doing exceptionally well. They all have a breakpoint and percentage leases on it and that's just one example. We have another example called Jalapeno Inferno. They are on their third restaurant with us. We have a new Cigar Lounge that we're opening. We have eight cigar lounges. We have a 50% equity interest in that particular tenant.

We have a Pilates studio that we leased to over a year ago. We have a 25% equity interest in that and the woman who runs that Pilates studio has a license to certify other Pilates instructors and we have earmarked about 10 properties who would like to Pilates studios. Just to give you an example of how that works. You have your space, it's already existing, minimal TI, paint and lighting things like that and then we purchase the equipment for about $60,000 and then we have the operator. We're looking at the opportunity to possibly franchise that. So that's some of the color on some of the leases that we're doing, more of an entrepreneurial approach and we have more of an incubation of tenants approach.

Michael Diana - Maxim Group - Analyst

Okay. Now on Lakeside, I know as soon as you acquire property, you go about trying to mold it to the way you want it to look. Can you give us any updates on what's been going on there?

James C. Mastandrea - Chairman and Chief Executive Officer

Yes, what's great about Lakeside is that H-E-B is opening their flagship store in Dallas and it literally is - it's a private - it's a not a main street, but it's a street that goes into the center at bifurcates and H-E-B is under construction now. Lakeside is part and parcel to that whole parcel. Lakeside we had under contract when COVID came around back on March 20th. We peeled back our contract on that and we put it on pause. The seller worked with us very closely. It came back around, we knew about H-E-B and what their intention was. And so we were able to reactivate that and make the acquisition. Wonderful property. I think we already have two or three leases signed through it. So our team was already focusing on that and that was going - that's been going very well so far.

Michael Diana - Maxim Group - Analyst

Great. Then. I know you have undeveloped properties tabs that you've acquired with the recent acquisitions. Is there any update on what the possible development opportunities are?

James C. Mastandrea - Chairman and Chief Executive Officer

Yes. What we have been - what we had been doing in the past before COVID and we pulled back on it is we'd feed a couple of those into the market every year. We initiated one of them several months ago and that's - believe it or not in our Chicago property. We had enough land to build a Dunkin Donuts and so we leased it to an outparcel, it's - they usually come with about a 5% cap rate that will generate over a cost about $1 million in equity value and I'm going to just off the top of my head say it generates about $800,000 in net operating income. So that should be…

David K. Holeman - Chief Financial Officer

Hey, Jim, it's about, I'm sorry - it's about $100,000 in net operating income.

James C. Mastandrea - Chairman and Chief Executive Officer

In capital. Yes.

David K. Holeman - Chief Financial Officer

We're building it at about $1 million and to Jim's point about value creation, our cap would be about a $1 million value creation.

James C. Mastandrea - Chairman and Chief Executive Officer

So it's a situation where we can look at Michael to either feed that to a triple net owner of properties and it doesn't take away from our funds from operation, or we can just put it in our funds from operations stream. What's interesting in leading a REIT is it - you can sell these properties and make a great capital gain, but two quarters later the market forgets about it. And so, we're very careful not to take funds from operations out of our cash flow. While on the other hand, we've created enormous value within the portfolio, appreciated land opportunities. And let me just give you one example of that.

In Arizona, we have a property called Marketplace, not Market Street and it's in an area called Sunnyslope. We bought that property for $65 a square foot, we put our Walmart grocery store in there, it's like 98% occupied. The cap rate with a Walmart is sub 6%, almost 5%. We could sell that property today for somewhere between $18 million and $20 million and they will give you more precise numbers if you like. So you've got this huge profit in there, but if you sell it you've just reduced your funds from operation. So we're looking to see where we can replace some of these assets and start selling and taking advantage of the enormous capital that we build up in profits in some of these properties. I can give you more examples like that if we go down property by property, but there's a lot. On the development front, we have about $250 million to $260 million of development opportunities on land that we already own that was acquired with the acquisitions of properties.

Michael Diana - Maxim Group - Analyst

Okay. That's a great update. Thank you very much.

James C. Mastandrea - Chairman and Chief Executive Officer

You're welcome.

David K. Holeman - Chief Financial Officer

Thanks, Michael.

Operator

And our next question is from Aaron Hecht with JMP Securities. Please proceed with your question.

Aaron Hecht - JMP Securities LLC - Analyst

Hey guys. Thanks for taking my questions. I'm wondering if you can give us some thoughts on underwriting standards for new deals within the portfolio today. Obviously, you have somewhat of a pipeline. Are you looking for simply stabilized deals? Are you looking for more deals like the one you've recently did where there's upside, the occupancy gain and new captured better effective cap rate? Any parameters around deal flow would be helpful?

James C. Mastandrea - Chairman and Chief Executive Officer

Sure, I'll give you a couple. We look at a property in a marketplace that - and we determine what it takes to stabilize that property. And stabilization to us is 95% leased and receiving market rates. And I think you know from previous conversations we've had Aaron, we're heavy on the artificial intelligence in the company. We run AI all the time on each of our properties down corporate wide. So, let's say we buy a property that's 95% occupied, but it might be 20% under the market rent. So if it's $30 a square foot, it's probably and it might be getting $0.24 - $24 a square foot, which obviously tells you why it's under market, but it's fully leased. So one criteria is what do we need to do is stabilize it with little - very little additional cost.

The second thing we look for as we always make sure there is a parcel of land that comes with it. So, when we announce that we buy something at a 7 cap rates are 6.5 cap rate or 6.2 cap rate, whatever that might be, it usually has the first criteria and also has a piece of land within it, so we can expand it. And then the third criteria, we have about 10 things we look at. Third criteria is when we're looking at a center, if it's say a 100,000 square feet, we won't buy it if there is a box on it and the box is over 50% of the center. So we like to break down boxes into smaller spaces, but we don't want to do it if a percentage is too high. We also want to make sure the boxes, the corner - a corner piece of the property, so that we can carve it up into different sections and make it into smaller areas.

So those are some of the criteria and I might add that we look at the neighborhood. We don't like any low income tax credit properties behind it. We like to see really great neighborhoods. We always look at the rear and the delivery systems of properties to make sure they're clean. I personally look at every property at least two or three times before we go to an LOI. We have drones that we fly on these properties and we look at them very carefully. So when we take it to our Investment Committee, they then look at what it looks like from the air as well.

And then our process for this is, we sign an LOI, we go from an LOI to a contract, but prior to do that, we've done a lot of due diligence, we go to the contract after we've taken it to the full investment committee, which is the Board of Trustees. Once in the - and it's a thick packet about an inch on every property we do. Once the Board of Trustees likes the property and agrees to it, of course, we make, we run through the financial trap, so we look at how we finance it to make it accretive and once we do all of that then - and then of course we sign a contract. When we sign a contract, we have never walked from a property after we've signed the contract. We have 100% closing rate on our side. So I hope that helps a little bit. Dave, do you want to add anything there.

David K. Holeman - Chief Financial Officer

It does…

Aaron Hecht - JMP Securities LLC - Analyst

Thank you. Oh, sorry, Dave.

David K. Holeman - Chief Financial Officer

Go ahead Aaron.

Aaron Hecht - JMP Securities LLC - Analyst

I think it does - it sounds like every deal is going to have a value add component. I guess I was trying to simplify it down to - are you looking for a minimum spread on investment on any sort of stabilized portion? So for example if the market is at a 5 cap, you have to get an effective 6 cap once you've added improvements or gotten rents up to market or increased occupancy. Like is there a spread that or a spread range that you could provide us to give us ideas on value creation there?

David K. Holeman - Chief Financial Officer

Yes, I'll start and maybe Jim can add a bit. Obviously, we look at the contribution of the cost of our capital, obviously versus the net operating income of the property initially and then we look at it on a pro forma basis with the improvements we expect to make. So the first test is that the capital raised for the acquisition is less than the income produced from the property. We also look at the operation of the property. One of the big goals for us is continuing to scale our overhead, Lakeside Market required no additional corporate overhead and so we're going to continue buying properties where it's accretive from an earnings to a cost perspective, it leverages and scales our overhead. And then as we've done this year, we're doing that in a way that also contributes to our long-term goal of reducing our debt as a percent of total cap

Aaron Hecht - JMP Securities LLC - Analyst

Okay. And I guess that implies that acquisitions would be a little bit over equitized if you're going to reduce leverage while going into growth mode. Is that fair to say or how would you characterize the ability to do both?

David K. Holeman - Chief Financial Officer

Yes, that's fair to say, I'll give you a - just if you look at the nine months of this year, obviously, we've moved the leverage very significantly, probably not quite that pace going forward, but this year, for instance, we've added $60 million to our assets. $53 million of that was Lakeside, the balance was improvements to our assets. We've paid down our debt by $10 million - $70 million of that and we financed that from equity proceeds of about $53 million and cash flow of $17 million. We target about 40% debt on our deals going forward to basically fund the acquisition and contribute to improve debt metrics.

James C. Mastandrea - Chairman and Chief Executive Officer

Yes. And I'll just add to that. We always analyze a potential acquisition on a 100% cash-on-cash return. Once we - so if you hear us say a 6 cap rate or 6.5 cap rate, total purchase price based on the going in NOI. Once we own it then we decide if we want to financially engineer it. So we look at the pure cap rate first.

Aaron Hecht - JMP Securities LLC - Analyst

Appreciate that response, Jim. Thanks there.

David K. Holeman - Chief Financial Officer

Thanks, Aaron.

Operator

It appears that we have reached the end of the question and answer session. I will now turn the call back over to Jim Mastandrea for closing remarks.

James C. Mastandrea - Chairman and Chief Executive Officer

Yes, thank you and thanks all. I really - we really appreciate the questions. We love to talk about the company as you can tell. For me, it's been a pleasure to share our quarter results with you again. We are pleased as a company to report our continuing progress towards achieving our long-term goals and increasing shareholder value and we worked very diligently to achieve them. We believe that owning shares in Whitestone REIT is an opportunity to own an interest and some of the very best quality properties in the heart and soul of both Texas and Arizona. Just want you to know that as we continue to remain focused on acquiring the very best-in-class properties and then we apply our disciplined management and leasing fuels. We have been able to help many tenants as I've explained in some of the Q&A grow their businesses and achieve their success. I'm reminded each morning that god has given us a plan to serve him by serving our shareholders and all of our stakeholders. Thank you very much and please have a great day.

Operator

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