The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes that appear elsewhere in this report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, contains certain "forward-looking statements" within the meaning of Section 27A of Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements include, without limitation, statements regarding: proposed new programs; whether regulatory developments or other matters may or may not have a material adverse effect on our financial position, results of operations, or liquidity; projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, and future economic performance; and management's goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar expressions, the negative of these expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
? the occurrence of any event change or other circumstance that could give rise
to the termination of any of the key university partner agreements;
our ability to properly manage risks and challenges associated with strategic
initiatives, including potential acquisitions or divestitures of, or
? investments in, new businesses, acquisitions of new properties and new
university partners, and expansion of services provided to our existing
university partners;
our failure to comply with the extensive regulatory framework applicable to us
either directly as a third-party service provider or indirectly through our
? university partners, including Title IV of the Higher Education Act and the
regulations thereunder, state laws and regulatory requirements, and accrediting
commission requirements;
? the ability of our university partners' students to obtain federal Title IV
funds, state financial aid, and private financing;
potential damage to our reputation or other adverse effects as a result of
? negative publicity in the media, in the industry or in connection with
governmental reports or investigations or otherwise, affecting us or other
companies in the education services sector;
risks associated with changes in applicable federal and state laws and
? regulations and accrediting commission standards, including pending rulemaking
by the
our university client;
competition from other education service companies in our geographic region and
? market sector, including competition for students, qualified executives and
other personnel;
? our expected tax payments and tax rate, including the effect of the Tax Cuts and Jobs Act of 2017; 24 Table of Contents
? our ability to hire and train new, and develop and train existing, employees;
? the pace of growth of our university partners' enrollment and its effect on the
pace of our own growth;
? fluctuations in our revenues due to seasonality;
? our ability to, on behalf of our university partners, convert prospective
students to enrolled students and to retain active students to graduation;
our success in updating and expanding the content of existing programs and
? developing new programs in a cost-effective manner or on a timely basis for our
university partners;
? risks associated with the competitive environment for marketing the programs of
our university partners;
? failure on our part to keep up with advances in technology that could enhance
the experience for our university partners' students;
the extent to which obligations under our credit agreement, including the need
? to comply with restrictive and financial covenants and to pay principal and
interest payments, limits our ability to conduct our operations or seek new
business opportunities;
? our ability to manage future growth effectively;
? the impact of any natural disasters or public health emergencies;
the harm to our business, results of operations, and financial condition, and
? harm to our most significant university partner in connection with the COVID-19
outbreak; and
? general adverse economic conditions or other developments that affect the job
prospects of our university partners' students.
Additional factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those described in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K (the "2019 Form 10-K") for the fiscal year endedDecember 31, 2019 , as updated in our subsequent reports filed with theSecurities and Exchange Commission ("SEC"), including any updates found in Part II, Item 1A of this Quarterly Report on Form 10-Q or our other reports on Form 10-Q. You should not put undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date the statements are made and we assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Explanatory Note
GCE is a publicly traded education services company dedicated to serving colleges and universities. GCE has developed significant technological solutions, infrastructure and operational processes to provide services to these institutions on a large scale. GCE's most significant university partner is GCU, a comprehensive regionally accredited university that offers graduate and undergraduate degree programs, emphases and certificates across nine colleges both online and on ground at its campus inPhoenix, Arizona . InJanuary 2019 , GCE began providing education services to numerous university partners acrossthe United States , through our wholly owned subsidiary, Orbis Education, which we acquired onJanuary 22, 2019 . See Note 2 - 25
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Acquisition to consolidated financial statements for a full description of the Acquisition. Orbis Education works in partnership with a growing number of top universities and healthcare networks across the country to develop high-quality, career-ready graduates who enter the workforce and ease healthcare industry demands. Orbis Education offers four primary academic programs with site simulation and skill labs located near healthcare providers. Therefore, the results of operations for the three months endedMarch 31, 2019 include Orbis Education's financial results for the period fromJanuary 22, 2019 to March
31, 2019. SIGNIFICANT DEVELOPMENTS Impact of COVID-19
InMarch 2020 , theWorld Health Organization declared the novel coronavirus outbreak ("COVID-19") a global pandemic. This contagious outbreak, which has continued to spread, and the related adverse public health developments, including orders to shelter-in-place, travel restrictions and mandated non-essential business closures, have adversely affected workforces, organizations, customers, economies and financial markets globally, leading to an economic downturn and increased market volatility. It has also disrupted the normal operations of many businesses, including ours, and our most significant university partner.
The Company has a long-term master services agreement pursuant to which the Company provides education services to its most significant university partner, GCU, in return for 60% of GCU's tuition and fee revenues, which includes fee revenues from room, board, and other ancillary businesses including a student-run golf course and hotel. GCU has three types of students, traditional ground university students attending class on its campus inPhoenix, Arizona and of which approximately 70% live on campus in university owned residence halls, professional studies students which are working adult students that attend class one night a week on thePhoenix campus, and online students that attend class fully online.
This outbreak, as well as measures taken to contain the spread of COVID-19, has impacted GCU's students and its business in a number of ways. GCU's professional studies students and its traditional ground university students were immediately converted to an online learning environment and residential students were strongly encouraged to move off campus. Given the Company's historical experience delivering online education services and the fact that all of its students and faculty use the university's online learning management system for at least some of the coursework, the transition thus far has been seamless and thus, the university has not incurred a significant decrease in tuition revenue or significant increase in costs associated with this transition although the university has seen an increase in Leave of Absence requests for professional studies and online students that need to take a break due to the pandemic. In addition, the following impacts from the COVID-19 pandemic, which began in late March and have continued in our second fiscal quarter of 2020, have served to reduce GCU's non-tuition revenue and, consequently, the service revenues we earn under the master services agreement:
Traditional ground university students that elected to move off campus are
? receiving partial refunds for dormitory and meal payments related to the Spring
semester, which has reduced GCU's revenue and thus the service revenues earned
by the Company in the last nine days of March and the month of April;
Ancillary businesses such as the hotel, golf course, and merchandise shops were
? closed in late March, which reduced and will continue to reduce GCU's revenues
and thus the service revenues earned by the Company until these businesses are
reopened;
? Summer semester classes will be moved to an online environment and limited
residential students are expected; GCU's doctoral students are required to attend two residencies on the
university's campus and at its hotel in
dissertation. On an annual basis approximately 3,000 learners attend the
? week-long residency, most of whom have historically attended in the Summer. The
residencies that were scheduled for the last week of March through the end of
May have been cancelled and it is possible that the residencies scheduled
during the rest of the Summer will be cancelled as well. 26 Table of Contents
The Company also has long-term services agreements with numerous university partners acrossthe United States , through its wholly owned subsidiary, Orbis Education. Orbis Education offers four primary academic programs with site simulation and skill labs located near healthcare providers. The majority of Orbis Education's students are studying in the Accelerated Bachelor of Science in Nursing program which is offered in a 12-16 month format in three or four academic semesters. We currently believe the Spring semester will be completed without interruption and each university partner still plans to begin its Summer semester. It is currently anticipated that some students that were scheduled to start in the Summer semester will delay their start until the Fall semester which will result in slightly lower enrollments and revenues in the Summer semester. As a result of the items mentioned above, we expect lower service revenues under both the Master Services Agreement with GCU and under the Orbis Education's services agreements for the second and third quarters of 2020, and due to the limited operating expenses that we incur to deliver those services, we expect there to be a direct reduction in our operating profit and operating margins. The COVID-19 outbreak also presents operational challenges to the Company as approximately 90% of our entire workforce is currently working remotely. This degree of remote working could increase risks in the areas of internal control, cyber security and the use of remote technology, which could result in interruptions or disruptions in normal operational processes. It is not possible for us to completely predict the duration or magnitude of the adverse results of the outbreak and its effects on our business, results of operations or financial condition at this time, but such effects may be material in future quarters. If GCU is not able to fully open its campus to its traditional residential students for the Fall academic semester commencing in lateAugust 2020 , that will have a material impact on GCU's revenue and thus the service revenue earned by the Company. The decision by a number of the Orbis Education's university partners to cancel or postpone the Summer and/or Fall semesters would have a material impact on the service revenue earned by the Company. We believe that the reduction in our net revenue and operating profit in the first quarter of 2020 that resulted from the impacts of COVID-19 was$1.8 million . We further believe that the potential reduction in net revenue in the second and third quarters of 2020 attributable to COVID-19, even assuming that none of Orbis Education's university partners postpone or cancel the Summer semester, will range from$9.0 million to$10.0 million and from$4.0 million to$6.0 million , respectively, with a comparable reduction in operating profit during each period.
Critical Accounting Policies and Use of Estimates
Our critical accounting policies are disclosed in the 2019 Form 10-K for the fiscal year endedDecember 31, 2019 . During the three months endedMarch 31, 2020 , there have been no significant changes in our critical accounting policies.
Results of Operations
The following table sets forth certain income statement data as a percentage of net revenue for each of the periods indicated. Amortization of intangible assets and the loss on transaction have been excluded from the table below: Three Months Ended March 31, 2020 2019 Costs and expenses Technology and academic services 11.9 % 9.4 % Counseling services and support 27.2 26.9 Marketing and communication 19.3 18.2 General and administrative 4.3 5.8 27 Table of Contents
Three Months Ended
Service revenue. Our service revenue for the three months endedMarch 31, 2020 was$221.7 million , an increase of$24.4 million , or 12.4%, as compared to service revenue of$197.3 million for the three months endedMarch 31, 2019 . The increase year over year in service revenue was primarily due to an increase in university partner enrollments between years of 5.8% and an increase in revenue per student year over year. Partner enrollments in programs serviced by Orbis Education atMarch 31, 2020 was 3,999, an increase of 18.2% over 3,384 enrollments atMarch 31, 2019 and due to an increase in enrollments at GCU to 103,592, an increase of 5.4%. The increase in revenue per student is primarily due to the following factors. The partnership agreements that were acquired as part of the acquisition generally generate a higher revenue per student than our agreement with GCU as these agreements generally have a higher percentage of service revenue, the partners have higher tuition rates than GCU and the majority of these students are studying in the Accelerated Bachelor of Science in Nursing program so these students take on average more credits per semester. Also, we generated slightly more Spring semester revenues in the first quarter of 2020 as compared to the first quarter of 2019 due to the timing of the Orbis Education acquisition onJanuary 22, 2019 , due to 2020 being aLeap Year and thus providing an extra day of revenue in 2020 as compared to 2019, and because our most significant university partner, GCU, had residential student enrollment growth year over year of 10.0% and residential students generate higher revenue per student than other GCU students due to ancillary revenues such as room and board. Technology and academic services. Our technology and academic services expenses for the three months endedMarch 31, 2020 were$26.3 million , an increase of$7.7 million , or 41.1%, as compared to technology and academic services expenses of$18.6 million for the three months endedMarch 31, 2019 . These increases were primarily due to increases in employee compensation and related expenses including share-based compensation, in occupancy and depreciation including lease expenses, and in technology and academic supply costs of$6.3 million ,$1.2 million , and$0.2 million , respectively. These increases were primarily due to increased headcount to support our 24 university partners, and their increased enrollment growth, tenure-based salary adjustments, an increase in benefit costs, the timing of the Orbis Education acquisition and the increased number of sites between years. Our technology and academic services expenses as a percentage of net revenue increased 2.5% to 11.9% for the three months endedMarch 31, 2020 , from 9.4% for the three months endedMarch 31, 2019 primarily due to the Orbis Education university partnership agreements requiring a higher level of technology and academic services than our agreement with GCU. Counseling services and support. Our counseling services and support expenses for the three months endedMarch 31, 2020 were$60.2 million , an increase of$7.1 million , or 13.4%, as compared to counseling services and support expenses of$53.1 million for the three months endedMarch 31, 2019 . These increases were primarily attributable to increases in employee compensation and related expenses including share-based compensation, in depreciation, amortization and occupancy costs of$7.0 million and$0.4 million , respectively. These increases were partially offset by a slight decrease in other counseling services and support related expenses of$0.3 million . The increases in employee compensation and related expenses were primarily due to increased headcount to support our 24 university partners, and their increased enrollment growth, tenure-based salary adjustments, an increase in benefit costs, the timing of the Orbis Education acquisition and the increased number of sites between years. The decrease in other counseling services is primarily the result of decreased travel costs to service our 24 university partners. All non-essential travel ceased when the COVID-19 national emergency was announced in mid-March. Our counseling services and support expenses as a percentage of net revenue increased 0.3% to 27.2% for the three months endedMarch 31, 2020 , from 26.9% for the three months endedMarch 31, 2019 primarily due to increased benefit costs as a percentage of revenue between years and the timing of the Orbis Education acquisition. Marketing and communication. Our marketing and communication expenses for the three months endedMarch 31, 2020 were$42.7 million , an increase of$6.7 million , or 18.7%, as compared to marketing and communication expenses of$36.0 million for the three months endedMarch 31, 2019 . This increase was primarily attributable to the increased cost to market our university partners' programs and due to the marketing of new university partners and new locations which resulted in increased advertising of$6.5 million and increased employee compensation expenses and related expenses including share-based compensation of$0.2 million . Our marketing and communication expenses as a percentage of net revenue increased by 1.1% to 19.3% for the three months endedMarch 31, 2020 , from 18.2% for the 28 Table of Contents
three months ended
General and administrative. Our general and administrative expenses for the three months endedMarch 31, 2020 were$9.6 million , a decrease of$1.8 million , or 16.1%, as compared to general and administrative expenses of$11.4 million for the three months endedMarch 31, 2019 . This decrease was primarily due to decreases in professional fees of$2.1 million , partially offset by an increase in occupancy and depreciation of$0.3 million . In the first quarter of 2019, our professional fees were significantly higher due to a payment made to an outside provider that assisted us in obtaining a state tax refund with a favorable impact of$5.9 million in the first quarter of 2019. Our increases in occupancy and depreciation are primarily related to the timing of the acquisition resulting in higher costs such as the office space inIndianapolis, Indiana . Our general and administrative expenses as a percentage of net revenue decreased by 1.5% to 4.3% for the three months endedMarch 31, 2020 , from 5.8% for the three months endedMarch 31, 2019 due to lower professional fees and our ability to leverage our other general and administrative expenses across an increasing revenue base. Amortization of intangible assets. Amortization of intangible assets for the three months endedMarch 31, 2020 was$2.1 million , an increase of$0.4 million or 24.8% as compared to$1.7 million for the three months endedMarch 31, 2019 . This increase is related to the timing of the Acquisition date of Orbis Education, which occurred onJanuary 22, 2019 . As a result of the acquisition, certain identifiable intangible assets were created (primarily customer relationships) that will be amortized over their expected lives. Loss on transaction. The loss on transaction for the three months endedMarch 31, 2019 was$4.1 million due to transaction costs related to the Acquisition of Orbis Education. Interest income on Secured Note. Interest income on the secured note from GCU in the initial principal amount of$870.1 million (the "Secured Note") for the three months endedMarch 31, 2020 was$14.7 million , an increase of$1.0 million , or 7.1%, as compared to$13.7 million for the three months endedMarch 31, 2019 . As a result of the transaction with GCU onJuly 1, 2018 , the Company recognizes interest income on its Secured Note with GCU, earning interest at 6%, with monthly interest payments. The increase over the prior year was primarily due to an increase in the average principal balance of the Secured Note between periods due to net capital expenditure loans made to GCU under the Secured Note during the past twelve months. Interest expense. Interest expense was$1.5 million for the three months endedMarch 31, 2020 , a decrease of$1.1 million , as compared to interest expense of$2.6 million for the three months endedMarch 31, 2019 . The decrease in interest expense was primarily due to a decline in the average credit facility outstanding balance between periods due to the paydown of the credit facility during the past twelve months. Investment interest and other. Investment interest and other for the three months endedMarch 31, 2020 was$.2 million , a decrease of$0.9 million , as compared to$1.1 million in the three months endedMarch 31, 2019 . This decrease was primarily attributable to a decline in interest income on excess cash as the average investment balance declined year over year and lower interest rates. In addition, we recognized a decline in mark-to-market values on our bond investments of$0.2 million during the first quarter of 2020. Income tax expense. Income tax expense for the three months endedMarch 31, 2020 was$22.8 million , an increase of$11.3 million , or 98.9%, as compared to income tax expense of$11.5 million for the three months endedMarch 31, 2019 . This increase was the result of an increase in our effective tax rate and an increase in our taxable income between periods. Our effective tax rate was 24.2% during the first quarter of 2020 compared to 13.5% during the first quarter of 2019. The lower effective tax rate in 2019 resulted from an agreement with theArizona Department of Revenue regarding previously filed refund claims related to income tax obligations for prior calendar years, which resulted in a favorable tax impact of$5.9 million recorded as a discrete tax item in the first quarter of 2019. Additionally, the increase in the effective tax rate resulted from lower excess tax benefits of$0.6 million in the first quarter of 2020 as compared to$4.5 million in the same period in 2019 primarily due to a decrease in our stock price between years. The inclusion of excess tax benefits and deficiencies as a component of our income tax expense will increase volatility within our provision for income taxes as the amount of excess tax benefits or deficiencies from share- 29 Table of Contents
based compensation awards are dependent on our stock price at the date the restricted awards vest, our stock price on the date an option is exercised, and the quantity of options exercised. Our restricted stock vests in March each year so the favorable benefit will primarily impact the first quarter each year. Net income. Our net income for the three months endedMarch 31, 2020 was$71.4 million , a decrease of$1.8 million , or 2.5%, as compared to$73.2 million for the three months endedMarch 31, 2019 , due to the factors discussed above.
Seasonality
Our net revenue and operating results normally fluctuate as a result of seasonal variations in our business, principally due to changes in our university partners' enrollment. Our partners' enrollment varies as a result of new enrollments, graduations, and student attrition. Revenues in the summer months (May through August) are lower primarily due to the majority of GCU's traditional ground university students not attending courses during the summer months, which affects our results for our second and third fiscal quarters. Since a significant amount of our costs are fixed, the lower revenue resulting from the decreased summer enrollment has historically contributed to lower operating margins during those periods. Partially offsetting this summer effect has been the sequential quarterly increase in enrollments that has occurred as a result of the traditional fall school start. This increase in enrollments also has occurred in the first quarter, corresponding to calendar year matriculation. Thus, we experience higher net revenue in the fourth quarter due to its overlap with the semester encompassing the traditional fall school start and in the first quarter due to its overlap with the first semester of the calendar year. A portion of our expenses do not vary proportionately with these fluctuations in service revenue, resulting in higher operating income in the first and fourth quarters relative to other quarters. We expect quarterly fluctuation in operating results to continue as a result of these seasonal patterns.
Liquidity and Capital Resources
Liquidity. Our unrestricted cash and cash equivalents and investments were
Based on our current level of operations and anticipated growth, we believe that our cash flow from operations and other sources of liquidity, including cash and cash equivalents and our revolving line of credit, will provide adequate funds for ongoing operations, planned capital expenditures, and working capital requirements for at least the next 24 months.
Share Repurchase Program
Our Board of Directors has authorized the Company to repurchase up to an aggregate of$250.0 million of our common stock, from time to time, depending on market conditions and other considerations. The current expiration date on the repurchase authorization by our Board of Directors isDecember 31, 2020 . Repurchases occur at the Company's discretion and the Company may modify, suspend or discontinue the repurchase authorization at any time. Under our share repurchase authorization, we may purchase shares in the open market or in privately negotiated transactions, pursuant to the applicableSecurities and Exchange Commission rules. The amount and timing of future share repurchases, if any, will be made as market and business conditions warrant. During the three months endedMarch 31, 2020 , 786,503 shares of common stock were repurchased by the Company. AtMarch 31, 2020 , there remains$66.6 million available under our share repurchase authorization. Subsequent toMarch 31, 2020 , the Company repurchased 100,000 shares of common stock at an aggregate cost of$7.3 million . 30 Table of Contents Cash Flows Operating Activities. Net cash provided by operating activities for the three months endedMarch 31, 2020 was$85.7 million as compared to$76.3 million for the three months endedMarch 31, 2019 . The increase in cash generated from operating activities between the three months endedMarch 31, 2019 and the three months endedMarch 31, 2020 was primarily due to changes in other working capital balances. As an education services company, we generally receive our service fees from our university partners in arrears. Investing Activities. Net cash used in investing activities was$1.9 million and$340.9 million for the three months endedMarch 31, 2020 and 2019, respectively. The net cash used in investing activities in the three months endedMarch 31, 2020 was capital expenditures of$6.1 million , partially offset by proceeds from the sale of investments of$4.3 million . During the three months endedMarch 31, 2019 , we paid$361.2 million , net of cash acquired, to acquire Orbis Education onJanuary 22, 2019 . Funding to GCU for capital expenditures during the first three months of 2019 totaled$29.9 million . Proceeds from investments, net of purchases of short-term investments, was$55.0 million for the three months endedMarch 31, 2019 . Capital expenditures were$4.6 million for the three months endedMarch 31, 2019 . During the three-month period for 2020 and 2019, capital expenditures primarily consisted of leasehold improvements and equipment for new university partner locations, as well as purchases of computer equipment, other internal use software projects and furniture and equipment to support our increasing employee headcount. Financing Activities. Net cash used in financing activities was$73.9 million for the three months endedMarch 31, 2020 . Net cash provided by financing activities was$171.3 million for the three months endedMarch 31, 2019 . During the three months endedMarch 31, 2020 ,$5.0 million was used to purchase common shares withheld in lieu of income taxes resulting from the vesting of restricted share awards and$60.7 million was used to purchase treasury stock in accordance with the Company's share repurchase program. Principal payments on notes payable and capital leases totaled$8.3 million , partially offset by proceeds from the exercise of stock options of$0.1 million . During the three months endedMarch 31, 2019 ,$250.0 million of proceeds was drawn on the credit facility, and the term loan balance of the prior credit agreement of$59.9 million was repaid along with$2.4 million of debt issuance costs.$8.1 million was used to purchase common shares withheld in lieu of income taxes resulting from the vesting of restricted share awards and$10.0 million was used to purchase treasury stock in accordance with the Company's share repurchase program. Proceeds from the exercise of stock options of$1.6 million were received in the three months endedMarch 31, 2019 .
Contractual Obligations
The following table sets forth, as ofMarch 31, 2020 , the aggregate amounts of GCE's significant contractual obligations and commitments with definitive payment terms due in each of the periods presented (in millions). Less than one year amounts represent payments due fromApril 1, 2020 throughDecember 31 ,
2020. Payments Due by Period Less than More than Total 1 Year 2-3 Years 4-5 Years 5 Years Long term notes payable$ 132.6 $ 24.9 $ 66.3 $ 41.4 $ - Lease liabilities 35.9 2.5 8.5 7.4 17.5 Purchase obligations(1) 6.2 1.7 4.3 0.2 - Total contractual obligations$ 174.7 $ 29.1 $ 79.1 $ 49.0 $ 17.5
(1) The purchase obligation amounts include expected spending by period under
contracts for GCE that were in effect at
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
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