Ventas Reports 2016 Second Quarter Results

  • Continued Strong Track Record of Earnings Growth
  • Enhanced Company’s Credit Profile Through Excellent Capital Markets
    Execution
  • Announced $1.5 Billion Acquisition of Wexford Life Science and
    Medical Real Estate

CHICAGO–(BUSINESS WIRE)–Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced
strong earnings on a healthy balance sheet for the second quarter of
2016, driven by excellent performance from the Company’s high-quality
healthcare and senior living properties and accretive acquisitions:

  • Income from continuing operations per diluted common share for the
    quarter ended June 30, 2016 grew 8 percent to $0.40 compared to the
    2015 period.
  • Normalized Funds From Operations (“FFO”) for the quarter ended June
    30, 2016 grew 7 percent to $1.04 per diluted common share on a
    comparable basis (“Comparable”), which adjusts all prior periods for
    the effects of the successful spin off (the “Spin-Off”) of Care
    Capital Properties, Inc. (“CCP”) (NYSE: CCP) in August 2015 as if the
    Spin-Off were completed January 1, 2014.
  • Reported FFO per diluted common share, as defined by the National
    Association of Real Estate Investment Trusts (“NAREIT FFO”), for the
    quarter ended June 30, 2016 was $1.04, 10 percent lower compared to
    the 2015 period principally due to the Spin-Off.

Consistent Growth and Income on a Strong
Balance Sheet

“We showed great momentum at Ventas in the second quarter. We delivered
strong earnings growth for our shareholders, continued to improve our
excellent balance sheet and announced an exciting acquisition of life
science and medical real estate assets,” Ventas Chairman and Chief
Executive Officer Debra A. Cafaro said. “With our team aligned and
productive, our carefully curated portfolio performing well and our
operating partners rising to the top, the Ventas Advantage is powering
consistent superior results.

“We look forward to completing our planned $1.5 billion acquisition of
Wexford Science & Technology’s life science and medical real estate
assets leased by leading universities, academic medical centers and
research companies,” Cafaro added. “The addition of Wexford to our
high-quality portfolio of healthcare and senior living properties
reinforces our position as the premier provider of capital at the
intersection of healthcare and real estate.”

Second Quarter Portfolio Performance

Same-store cash net operating income (“NOI”) growth for the Company’s
quarterly same-store total portfolio (1,186 assets) was 3.5 percent on a
reported basis for the quarter ended June 30, 2016. Reported quarterly
same-store results by segment follow:

  • The seniors housing operating portfolio (“SHOP”) same-store cash NOI
    grew 2.1 percent, in line with expectations.
  • The triple net leased portfolio same-store cash NOI grew 6.2 percent.
    Second quarter 2016 cash NOI results benefited from a $3.5 million
    cash fee received from Kindred Healthcare, Inc. (NYSE: KND). Excluding
    the Kindred fee, triple net same-store cash NOI grew 4.1 percent in
    the quarter.
  • Medical office building (“MOB”) portfolio same-store cash NOI grew 0.8
    percent.

Second Quarter & Other Highlights

  • The Company made $65 million in investments in the second quarter
    2016, including funding $30 million in asset acquisitions and $35
    million of high-quality development and redevelopment projects.
  • In the quarter, Ventas issued and sold under its “at the market”
    (“ATM”) equity offering program a total of 3.5 million shares of
    common stock for aggregate gross proceeds of $232 million. ATM
    issuances in the first half of 2016 totaled 6.1 million shares and
    $384 million in gross proceeds.
  • The Company retired $550 million in 1.55 percent 3-year senior
    unsecured notes maturing in September 2016 through the issuance of
    $400 million in 3.125 percent 7-year senior unsecured notes and other
    sources.
  • The Company’s credit profile was exceptionally strong at quarter-end,
    including:

    • 5.8x net debt to EBITDA ratio
    • 30 percent debt to total capitalization
    • 4.6x fixed charge coverage
  • The Company currently has an outstanding liquidity position, with $1.8
    billion available under its revolving credit facility and $669 million
    of cash or cash equivalents.

Wexford Acquisition

  • In July 2016, Ventas announced its plan to acquire substantially all
    of the life science and medical real estate assets of Wexford Science
    & Technology, LLC. (“Wexford”) from affiliates of Blackstone Real
    Estate Partners VIII L.P. for $1.5 billion in cash. The accretive
    acquisition will add a related business to Ventas’s diverse portfolio
    with 25 class-A assets that are leased by leading universities,
    medical centers and research companies, including Yale University, the
    University of Pennsylvania Health System, Duke University and Wake
    Forest University. The expected cash yield on the 23 stabilized assets
    is 6.8 percent. The transaction is subject to satisfaction of
    customary closing conditions and is expected to close in the fourth
    quarter of 2016.
  • To pre-fund a portion of the Wexford acquisition, in July Ventas
    issued and sold 10.3 million shares of common stock in an underwritten
    public offering for total proceeds of $736 million. The remaining
    portion of the purchase price is expected to be sourced through debt
    issuance and other sources including disposition proceeds.

Continued Governance and Leadership Excellence

  • The Company announced the addition of Roxanne M. Martino and Walter C.
    Rakowich to its Board of Directors (the “Board”), underscoring
    Ventas’s commitment to excellence through strong corporate governance,
    Board refreshment, director independence and diversity.
  • Douglas Crocker II, who served the Company as independent presiding
    director for 13 years, retired from the Board in connection with the
    Company’s retirement policy. James D. (“Denny”) Shelton was appointed
    to serve as the Company’s independent presiding director.
  • Ventas director Melody C. Barnes was recognized as one of the “Most
    Influential Black Corporate Directors” by Savoy magazine.
  • Forbes named Ventas Chairman and Chief Executive Officer Debra
    A. Cafaro as one of the “World’s 100 Most Powerful Women” as well as
    first among “Top-Performing Women CEOs, Ranked by Total Return.”

Updated 2016 Guidance

Due to strong first half 2016 portfolio performance, total reported
Company full year 2016 same-store cash NOI for the 1,044 assets in the
full year same-store pool is now estimated to grow 2 to 3 percent in
2016, an increase from the Company’s previous range of 1.5 to 3 percent.
In addition, SHOP same-store cash NOI is now forecast to grow 1.5 to 3
percent, up from previous guidance of 1 to 3 percent, and triple-net
leased portfolio same-store cash NOI is now forecast to grow 3.5 to 4
percent, up from previous guidance of 2.5 to 3.5 percent.

Ventas currently expects its 2016 income from continuing operations per
diluted share to range between $1.46 and $1.59. The Company expects its
reported normalized FFO per diluted share to now range between $4.05 and
$4.13, representing 3 to 5 percent per share growth over 2015 on a
Comparable basis. The modest reduction from previous guidance
principally reflects the dilutive impact of pre-funding a portion of the
Wexford acquisition with $736 million of equity and additional
deleveraging, partially offset by expected Wexford accretion. For the
same reasons and Wexford-related deal costs, the Company now expects its
NAREIT reported FFO per diluted share to range between $4.05 and $4.13.

The Company continues to expect to complete $500 million in total 2016
dispositions; it has already closed $75 million year-to-date. Consistent
with its practice, the Company’s guidance does not include any further
material investments, dispositions or capital activity. A reconciliation
of the Company’s guidance to the Company’s projected GAAP earnings is
included in this press release.

The Company’s guidance is based on a number of other assumptions that
are subject to change and many of which are outside the control of the
Company. If actual results vary from these assumptions, the Company’s
expectations may change. There can be no assurance that the Company will
achieve these results.

Second Quarter Conference Call

Ventas will hold a conference call to discuss this earnings release
today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The dial-in
number for the conference call is (844) 776-7841 (or (661) 378-9542 for
international callers). The participant passcode is “Ventas.” The
conference call is being webcast live by NASDAQ OMX and can be accessed
at the Company’s website at www.ventasreit.com.
A replay of the webcast will be available following the call online, or
by calling (855) 859-2056 (or (404) 537-3406 for international callers),
passcode 47866264, beginning at approximately 2:00 p.m. Eastern Time and
will remain for 36 days.

Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of approximately 1,300 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, skilled nursing facilities,
specialty hospitals and general acute care hospitals. Through its
Lillibridge subsidiary, Ventas provides management, leasing, marketing,
facility development and advisory services to highly rated hospitals and
health systems throughout the United States. More information about
Ventas and Lillibridge can be found at www.ventasreit.com
and www.lillibridge.com.

Supplemental information regarding the Company can be found on the
Company’s website under the “Investor Relations” section or at www.ventasreit.com/investor-relations/annual-reports—supplemental-information.
A comprehensive listing of the Company’s properties is available at www.ventasreit.com/our-portfolio/properties-by-stateprovince.

This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
All
statements regarding the Company’s or its tenants’, operators’,
borrowers’ or managers’ expected future financial condition, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing opportunities and plans, capital markets transactions,
business strategy, budgets, projected costs, operating metrics, capital
expenditures, competitive positions, acquisitions, investment
opportunities, dispositions, merger or acquisition integration, growth
opportunities, expected lease income, continued qualification as a real
estate investment trust (“REIT”), plans and objectives of management for
future operations and statements that include words such as
“anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,”
“may,” “could,” “should,” “will” and other similar expressions are
forward-looking statements.
These forward-looking statements are
inherently uncertain, and actual results may differ from the Company’s
expectations.
The Company does not undertake a duty to update
these forward-looking statements, which speak only as of the date on
which they are made.

The Company’s actual future results and trends may differ materially
from expectations depending on a variety of factors discussed in the
Company’s filings with the Securities and Exchange Commission.
These
factors include without limitation: (a) the ability and willingness of
the Company’s tenants, operators, borrowers, managers and other third
parties to satisfy their obligations under their respective contractual
arrangements with the Company, including, in some cases, their
obligations to indemnify, defend and hold harmless the Company from and
against various claims, litigation and liabilities; (b) the ability of
the Company’s tenants, operators, borrowers and managers to maintain the
financial strength and liquidity necessary to satisfy their respective
obligations and liabilities to third parties, including without
limitation obligations under their existing credit facilities and other
indebtedness; (c) the Company’s success in implementing its business
strategy and the Company’s ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions and investments; (d)
macroeconomic conditions such as a disruption of or lack of access to
the capital markets, changes in the debt rating on U.S. government
securities, default or delay in payment by the United States of its
obligations, and changes in the federal or state budgets resulting in
the reduction or nonpayment of Medicare or Medicaid reimbursement rates;
(e) the nature and extent of future competition, including new
construction in the markets in which the Company’s seniors housing
communities and medical office buildings (“MOBs”)
are located;
(f) the extent of future or pending healthcare reform and regulation,
including cost containment measures and changes in reimbursement
policies, procedures and rates; (g) increases in the Company’s borrowing
costs as a result of changes in interest rates and other factors; (h)
the ability of the Company’s tenants, operators and managers, as
applicable, to comply with laws, rules and regulations in the operation
of the Company’s properties, to deliver high-quality services, to
attract and retain qualified personnel and to attract residents and
patients; (i) changes in general economic conditions or economic
conditions in the markets in which the Company may, from time to time,
compete, and the effect of those changes on the Company’s revenues,
earnings and funding sources; (j) the Company’s ability to pay down,
refinance, restructure or extend its indebtedness as it becomes due; (k)
the Company’s ability and willingness to maintain its qualification as a
REIT in light of economic, market, legal, tax and other considerations;
(l) final determination of the Company’s taxable net income for the year
ended December 31, 2015 and for the year ending December 31, 2016; (m)
the ability and willingness of the Company’s tenants to renew their
leases with the Company upon expiration of the leases, the Company’s
ability to reposition its properties on the same or better terms in the
event of nonrenewal or in the event the Company exercises its right to
replace an existing tenant, and obligations, including indemnification
obligations, the Company may incur in connection with the replacement of
an existing tenant; (n) risks associated with the Company’s senior
living operating portfolio, such as factors that can cause volatility in
the Company’s operating income and earnings generated by those
properties, including without limitation national and regional economic
conditions, costs of food, materials, energy, labor and services,
employee benefit costs, insurance costs and professional and general
liability claims, and the timely delivery of accurate property-level
financial results for those properties; (o) changes in exchange rates
for any foreign currency in which the Company may, from time to time,
conduct business; (p) year-over-year changes in the Consumer Price Index
or the UK Retail Price Index and the effect of those changes on the rent
escalators contained in the Company’s leases and the Company’s earnings;
(q) the Company’s ability and the ability of its tenants, operators,
borrowers and managers to obtain and maintain adequate property,
liability and other insurance from reputable, financially stable
providers; (r) the impact of increased operating costs and uninsured
professional liability claims on the Company’s liquidity, financial
condition and results of operations or that of the Company’s tenants,
operators, borrowers and managers, and the ability of the Company and
the Company’s tenants, operators, borrowers and managers to accurately
estimate the magnitude of those claims; (s) risks associated with the
Company’s MOB portfolio and operations, including the Company’s ability
to successfully design, develop and manage MOBs and to retain key
personnel; (t) the ability of the hospitals on or near whose campuses
the Company’s MOBs are located and their affiliated health systems to
remain competitive and financially viable and to attract physicians and
physician groups; (u) risks associated with the Company’s investments in
joint ventures and unconsolidated entities, including its lack of sole
decision-making authority and its reliance on its joint venture
partners’ financial condition; (v) the impact of market or issuer events
on the liquidity or value of the Company’s investments in marketable
securities; (w) consolidation activity in the seniors housing and
healthcare industries resulting in a change of control of, or a
competitor’s investment in, one or more of the Company’s tenants,
operators, borrowers or managers or significant changes in the senior
management of the Company’s tenants, operators, borrowers or managers;
(x) the impact of litigation or any financial, accounting, legal or
regulatory issues that may affect the Company or its tenants, operators,
borrowers or managers; and (y) changes in accounting principles, or
their application or interpretation, and the Company’s ability to make
estimates and the assumptions underlying the estimates, which could have
an effect on the Company’s earnings.

 
CONSOLIDATED BALANCE SHEETS
As of June 30, 2016, March 31, 2016, December 31, 2015, September
30, 2015 and June 30, 2015
(In thousands, except per share amounts)
         
June 30, March 31, December 31, September 30, June 30,
2016 2016 2015 2015 2015
 
Assets
Real estate investments:
Land and improvements $ 2,041,880 $ 2,060,247 $ 2,056,428 $ 2,068,467 $ 2,016,281
Buildings and improvements 20,272,554 20,395,386 20,309,599 20,220,624 19,247,902
Construction in progress 127,647 119,215 92,005 124,381 129,186
Acquired lease intangibles 1,332,173   1,343,187   1,344,422   1,347,493   1,214,702  
23,774,254 23,918,035 23,802,454 23,760,965 22,608,071
Accumulated depreciation and amortization (4,560,504 ) (4,409,554 ) (4,177,234 ) (3,972,544 ) (3,780,388 )
Net real estate property 19,213,750 19,508,481 19,625,220 19,788,421 18,827,683
Secured loans receivable and investments, net 1,003,561 1,002,598 857,112 766,707 762,312
Investments in unconsolidated real estate entities 96,952   98,120   95,707   96,208   85,461  
Net real estate investments 20,314,263 20,609,199 20,578,039 20,651,336 19,675,456
Cash and cash equivalents 57,322 51,701 53,023 65,231 60,532
Escrow deposits and restricted cash 65,626 76,710 77,896 74,491 193,960
Goodwill 1,043,479 1,044,983 1,047,497 1,052,321 1,058,607
Assets held for sale 195,271 54,263 93,060 152,014 2,822,553
Other assets 417,511   424,436   412,403   418,584   395,770  
Total assets $ 22,093,472   $ 22,261,292   $ 22,261,918   $ 22,413,977   $ 24,206,878  
 
Liabilities and equity
Liabilities:
Senior notes payable and other debt $ 10,901,131 $ 11,247,730 $ 11,206,996 $ 11,284,957 $ 11,456,038
Accrued interest 80,157 66,988 80,864 67,440 77,713
Accounts payable and other liabilities 735,287 738,327 779,380 791,556 784,547
Liabilities related to assets held for sale 88,967 12,625 34,340 48,860 225,269
Deferred income taxes 320,468   333,354   338,382   352,658   370,161  
Total liabilities 12,126,010 12,399,024 12,439,962 12,545,471 12,913,728
 
Redeemable OP unitholder and noncontrolling interests 217,686 191,739 196,529 198,832 199,404
 
Commitments and contingencies
 
Equity:
Ventas stockholders’ equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued
Common stock, $0.25 par value; 341,055; 337,486; 334,386; 333,027
and 331,965 shares issued at June 30, 2016, March 31, 2016, December
31, 2015, September 30, 2015 and June 30, 2015, respectively
85,246 84,354 83,579 83,238 82,982
Capital in excess of par value 11,961,951 11,758,306 11,602,838 11,523,312 12,708,898
Accumulated other comprehensive (loss) income (44,195 ) (19,932 ) (7,565 ) (592 ) 10,180
Retained earnings (deficit) (2,313,287 ) (2,208,474 ) (2,111,958 ) (1,992,848 ) (1,772,529 )
Treasury stock, 0; 1; 44; 61 and 28 shares at June 30, 2016, March
31, 2016, December 31, 2015, September 30, 2015 and June 30, 2015,
respectively
  (59 ) (2,567 ) (3,675 ) (2,048 )
Total Ventas stockholders’ equity 9,689,715 9,614,195 9,564,327 9,609,435 11,027,483
Noncontrolling interest 60,061   56,334   61,100   60,239   66,263  
Total equity 9,749,776   9,670,529   9,625,427   9,669,674   11,093,746  
Total liabilities and equity $ 22,093,472   $ 22,261,292   $ 22,261,918   $ 22,413,977   $ 24,206,878  
 
CONSOLIDATED STATEMENTS OF INCOME
For the three and six months ended June 30, 2016 and 2015
(In thousands, except per share amounts)
       
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2016 2015 2016 2015
Revenues:
Rental income:
Triple-net leased $ 210,119 $ 182,006 $ 424,606 $ 370,563
Medical office buildings 144,087   140,472   288,223   277,532  
354,206 322,478 712,829 648,095
Resident fees and services 464,437 454,645 928,413 901,559
Medical office building and other services revenue 5,504 9,408 12,689 19,951
Income from loans and investments 24,146 25,215 46,532 47,268
Interest and other income 111   174   230   645  
Total revenues 848,404 811,920 1,700,693 1,617,518
Expenses:
Interest 103,665 83,959 206,938 166,287
Depreciation and amortization 221,961 214,711 458,348 430,930
Property-level operating expenses:
Senior living 307,989 299,252 620,530 597,614
Medical office buildings 43,966   43,410   87,647   85,847  
351,955 342,662 708,177 683,461
Medical office building services costs 1,852 5,764 5,303 12,682
General, administrative and professional fees 32,094 33,959 63,820 68,285
Loss (gain) on extinguishment of debt, net 2,468 (455 ) 2,782 (434 )
Merger-related expenses and deal costs 7,224 12,265 8,856 42,878
Other 2,303   4,279   6,471   9,153  
Total expenses 723,522   697,144   1,460,695   1,413,242  
Income before unconsolidated entities, income taxes, discontinued
operations, real estate dispositions and noncontrolling interest
124,882 114,776 239,998 204,276
Income (loss) from unconsolidated entities 1,418 9 1,220 (242 )
Income tax benefit 11,549   9,789   19,970   17,039  
Income from continuing operations 137,849 124,574 261,188 221,073
Discontinued operations (148 ) 18,243 (637 ) 35,817
Gain on real estate dispositions 5,739   7,469   31,923   14,155  
Net income 143,440 150,286 292,474 271,045
Net income attributable to noncontrolling interest 278   465   332   782  
Net income attributable to common stockholders $ 143,162   $ 149,821   $ 292,142   $ 270,263  
Earnings per common share:
Basic:
Income from continuing operations attributable to common
stockholders, including real estate dispositions
$ 0.42 $ 0.39 $ 0.87 $ 0.71
Discontinued operations (0.00 ) 0.06   (0.00 ) 0.11  
Net income attributable to common stockholders $ 0.42   $ 0.45   $ 0.87   $ 0.82  
Diluted:
Income from continuing operations attributable to common
stockholders, including real estate dispositions
$ 0.42 $ 0.40 $ 0.86 $ 0.71
Discontinued operations (0.00 ) 0.05   (0.00 ) 0.11  
Net income attributable to common stockholders $ 0.42   $ 0.45   $ 0.86   $ 0.82  
 
Weighted average shares used in computing earnings per common
share:
Basic 338,901 330,715 337,230 327,890
Diluted 342,571 334,026 340,851 331,424
 
Dividends declared per common share $ 0.73 $ 0.79 $ 1.46 $ 1.58
 
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
         
2016 Quarters 2015 Quarters
Second First Fourth Third Second
 
Revenues:
Rental income:
Triple-net leased $ 210,119 $ 214,487 $ 208,210 $ 201,028 $ 182,006
Medical office buildings 144,087   144,136   145,958   142,755   140,472  
354,206 358,623 354,168 343,783 322,478
Resident fees and services 464,437 463,976 454,871 454,825 454,645
Medical office building and other services revenue 5,504 7,185 11,541 10,000 9,408
Income from loans and investments 24,146 22,386 20,361 18,924 25,215
Interest and other income 111   119   333   74   174  

Total revenues

848,404 852,289 841,274 827,606 811,920
 
Expenses:
Interest 103,665 103,273 103,692 97,135 83,959
Depreciation and amortization 221,961 236,387 236,795 226,332 214,711
Property-level operating expenses:
Senior living 307,989 312,541 307,261 304,540 299,252
Medical office buildings 43,966   43,681   45,073   43,305   43,410  
351,955 356,222 352,334 347,845 342,662
Medical office building services costs 1,852 3,451 7,467 6,416 5,764
General, administrative and professional fees 32,094 31,726 27,636 32,114 33,959
Loss (gain) on extinguishment of debt, net 2,468 314 (486 ) 15,331 (455 )
Merger-related expenses and deal costs 7,224 1,632 (2,079 ) 62,145 12,265
Other 2,303   4,168   4,009   4,795   4,279  
Total expenses 723,522   737,173   729,368   792,113   697,144  
 
Income before unconsolidated entities, income taxes, discontinued
operations, real estate dispositions and noncontrolling interest
124,882 115,116 111,906 35,493 114,776
Income (loss) from unconsolidated entities 1,418 (198 ) (223 ) (955 ) 9
Income tax benefit 11,549   8,421   11,548   10,697   9,789  
Income from continuing operations 137,849 123,339 123,231 45,235 124,574
Discontinued operations (148 ) (489 ) (2,331 ) (22,383 ) 18,243
Gain on real estate dispositions 5,739   26,184   4,160   265   7,469  
Net income 143,440 149,034 125,060 23,117 150,286
Net income attributable to noncontrolling interest 278   54   332   265   465  
Net income attributable to common stockholders $ 143,162   $ 148,980   $ 124,728   $ 22,852   $ 149,821  
 
Earnings per common share:
Basic:
Income from continuing operations attributable to common
stockholders, including real estate dispositions
$ 0.42 $ 0.44 $ 0.38 $ 0.14 $ 0.39
Discontinued operations (0.00 ) (0.00 ) (0.01 ) (0.07 ) 0.06  
Net income attributable to common stockholders $ 0.42   $ 0.44   $ 0.37   $ 0.07   $ 0.45  
Diluted:
Income from continuing operations attributable to common
stockholders, including real estate dispositions
$ 0.42 $ 0.44 $ 0.38 $ 0.14 $ 0.40
Discontinued operations (0.00 ) (0.00 ) (0.01 ) (0.07 ) 0.05  
Net income attributable to common stockholders $ 0.42   $ 0.44   $ 0.37   $ 0.07   $ 0.45  
 
Weighted average shares used in computing earnings per common
share:
Basic 338,901 335,559 332,914 332,491 330,715
Diluted 342,571 339,202 336,406 336,338 334,026

Contacts

Ventas, Inc.
Ryan K. Shannon
(877) 4-VENTAS

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