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OFFON

UNIVERSAL HEALTH REALTY INCOME TRUST

(UHT)
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UNIVERSAL HEALTH REALTY INCOME TRUST : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

05/07/2021 | 04:20pm EST

Overview

We are a real estate investment trust ("REIT") that commenced operations in 1986. We invest in healthcare and human service related facilities currently including acute care hospitals, behavioral health care hospitals, specialty hospitals, free-standing emergency departments, childcare centers and medical/office buildings. As of April 30, 2021, we have seventy-two real estate investments or commitments located in twenty states consisting of:

    •   seven hospital facilities consisting of three acute care, one behavioral
        health care, and three specialty hospitals (two of which are currently
        vacant);


  • four free-standing emergency departments ("FEDs");


    •   fifty-seven medical/office buildings, including five owned by
        unconsolidated limited liability companies ("LLCs")/limited liability
        partnerships ("LPs"), and;


  • four preschool and childcare centers.

Forward Looking Statements and Certain Risk Factors

You should carefully review all of the information contained in this Quarterly Report, and should particularly consider any risk factors that we set forth in this Quarterly Report and in other reports or documents that we file from time to time with the Securities and Exchange Commission (the "SEC"). In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify those so-called "forward-looking statements" by words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "appears," "projects" and similar expressions, as well as statements in future tense. You should be aware that those statements are only our predictions. Actual events or results may differ materially. In evaluating those statements, you should specifically consider various factors, including the risks described elsewhere herein and in our Annual Report on Form 10-K for the year ended December 31, 2020 in Item 1A Risk Factors and in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Forward Looking Statements and in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations-Forward Looking Statements and Risk Factors, as included herein. Those factors may cause our actual results to differ materially from any of our 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 information is based on information available at the time and/or our good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Such factors include, among other things, the following:

   •  Future operations and financial results of our tenants, and in turn ours,
      will likely be materially impacted by numerous factors and future
      developments related to COVID-19.  Such factors and developments include,
      but are not limited to, the length of time and severity of the spread of the
      pandemic; the volume of cancelled or rescheduled elective procedures and the
      volume of COVID-19 patients treated by the operators of our hospitals and
      other healthcare facilities; measures our tenants are taking to respond to
      the COVID-19 pandemic; the impact of government and administrative
      regulation, including travel bans and restrictions, shelter-in-place or
      stay-at-home orders, quarantines, the promotion of social distancing,
      business shutdowns and limitations on business activity; changes in patient
      volumes at our tenants' hospitals and other healthcare facilities due to
      patients' general concerns related to the risk of contracting COVID-19 from
      interacting with the healthcare system; the impact of stimulus on the health
      care industry and our tenants; changes in patient volumes and payer mix
      caused by deteriorating macroeconomic conditions (including increases in
      uninsured and underinsured patients as the result of business closings and
      layoffs); potential disruptions to clinical staffing and shortages and
      disruptions related to supplies required for our tenants' employees and
      patients, including equipment, pharmaceuticals and medical supplies,
      particularly personal protective equipment, or PPE; potential increases to
      expenses incurred by our tenants related to staffing, supply chain or other
      expenditures; the impact of our indebtedness and the ability to refinance
      such indebtedness on acceptable terms; disruptions in the financial markets
      and the business of financial institutions as the result of the COVID-19
      pandemic which could impact our ability to access capital or increase
      associated borrowing costs; and changes in general economic conditions
      nationally and regionally in the markets our properties are located
      resulting from the COVID-19 pandemic, including higher sustained rates of
      unemployment and underemployment levels and reduced consumer spending and
      confidence. There may be significant declines in future bonus rental revenue
      earned on our hospital properties leased to subsidiaries of UHS to the
      extent that each hospital continues to experience significant decline in
      patient volumes and revenues. These factors may result in the inability or
      unwillingness on the part of some of our tenants to make timely payment of
      their rent to us at current levels or to seek to amend or terminate their
      leases which, in turn, would have an adverse effect on our occupancy levels
      and


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      our revenue and cash flow and the value of our properties, and potentially,
      our ability to maintain our dividend at current levels.




   •  Due to COVID-19 restrictions and its impact on the economy, we may
      experience a decrease in prospective tenants which could unfavorably impact
      the volume of new leases, as well as the renewal rate of existing leases.
      The COVID-19 pandemic could also impact our indebtedness and the ability to
      refinance such indebtedness on acceptable terms, as well as risks associated
      with disruptions in the financial markets and the business of financial
      institutions as the result of the COVID-19 pandemic which could impact us
      from a financing perspective; and changes in general economic conditions
      nationally and regionally in the markets our properties are located
      resulting from the COVID-19 pandemic. We are not able to fully quantify the
      impact that these factors will have on our financial results during 2021,
      but developments related to the COVID-19 pandemic are likely to have a
      material adverse impact on our future financial results.




   •  Recent legislation, including the Coronavirus Aid, Relief, and Economic
      Security Act (the "CARES Act") and the Paycheck Protection Program and
      Health Care Enhancement Act ("PPPHCE Act"), has provided grant funding to
      hospitals and other healthcare providers to assist them during the COVID-19
      pandemic. There is a high degree of uncertainty surrounding the
      implementation of the CARES Act and the PPPHCE Act, and the federal
      government may consider additional stimulus and relief efforts, but we are
      unable to predict whether additional stimulus measures will be enacted or
      their impact. There can be no assurance as to the total amount of financial
      and other types of assistance our tenants will receive under the CARES Act
      and the PPPHCE Act, and it is difficult to predict the impact of such
      legislation on our tenants' operations or how they will affect operations of
      our tenants' competitors. Moreover, we are unable to assess the extent to
      which anticipated negative impacts on our tenants (and, in turn, us) arising
      from the COVID-19 pandemic will be offset by amounts or benefits received or
      to be received under the CARES Act and the PPPHCE Act.


   •  A substantial portion of our revenues are dependent upon one operator, UHS,
      which comprised approximately 36% and 32% of our consolidated revenues for
      the three-month periods ended March 31, 2021 and 2020, respectively. As
      previously disclosed, a wholly-owned subsidiary of UHS has notified us that
      it is planning to terminate the existing lease on Southwest Healthcare
      System, Inland Valley Campus, upon the scheduled expiration of the current
      lease term on December 31, 2021. As permitted pursuant to the terms of the
      lease, UHS has the right to purchase the leased property at its appraised
      fair market value at the end of the existing lease term. However, UHS has
      proposed exchanging potential substitution properties, with an aggregate
      fair market value substantially equal to that of Southwest Healthcare
      System, Inland Valley Campus, in return for the real estate assets of the
      Inland Valley Campus. The proposed substitution properties consist of one
      acute care hospital (including a behavioral health pavilion) and a newly
      constructed behavioral health hospital. The Independent Trustees of the
      Board have approved the proposed property substitution subject to
      satisfactory due diligence and completion of definitive agreements. The
      effective date of the property substitution is expected to coincide with the
      scheduled lease maturity date of December 31, 2021. Pursuant to the terms of
      the lease on the Inland Valley Campus, we earned $1.1 million of lease
      revenue during the three-month period ended March 31, 2021 ($662,000 in base
      rental and $454,000 in bonus rental) and $4.4 million of lease revenue
      during the year ended December 31, 2020 ($2.6 million in base rental and
      $1.8 million in bonus rental).


   •  In addition, we cannot assure you that subsidiaries of UHS will renew the
      leases on our three acute care hospitals (two of which are scheduled to
      expire in December, 2021 and one of which is scheduled to expire in
      December, 2026) and two FEDs at existing lease rates or fair market value
      lease rates. In addition, if subsidiaries of UHS exercise their options to
      purchase the respective leased hospital facilities and FEDs and do not enter
      into the substitution arrangement upon expiration of the lease terms or
      otherwise, our future revenues and results of operations could decrease if
      we were unable to earn a favorable rate of return on the sale proceeds
      received, as compared to the rental revenue currently earned pursuant to
      these leases. Please see Note 7 to the condensed consolidated financial
      statements - Lease Accounting, for additional information related to a
      potential transaction with a wholly-owned subsidiary of UHS in connection
      with Southwest Healthcare System, Inland Valley Campus.


   •  In certain of our markets, the general real estate market has been
      unfavorably impacted by increased competition/capacity and decreases in
      occupancy and rental rates which may adversely impact our operating results
      and the underlying value of our properties.


   •  A number of legislative initiatives have recently been passed into law that
      may result in major changes in the health care delivery system on a national
      or state level to the operators of our facilities, including UHS. No
      assurances can be given that the implementation of these new laws will not
      have a material adverse effect on the business, financial condition or
      results of operations of our operators.


   •  The potential indirect impact of the Tax Cuts and Jobs Act of 2017, signed
      into law on December 22, 2017, which makes significant changes to corporate
      and individual tax rates and calculation of taxes, which could potentially
      impact our tenants and jurisdictions, both positively and negatively, in
      which we do business, as well as the overall investment thesis for REITs.


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   •  A subsidiary of UHS is our Advisor and our officers are all employees of a
      wholly-owned subsidiary of UHS, which may create the potential for conflicts
      of interest.


   •  Lost revenues resulting from the exercise of purchase options, lease
      expirations and renewals and other transactions (see Note 7 to the condensed
      consolidated financial statements - Lease Accounting for additional
      disclosure related to lease expirations and subsequent vacancies that
      occurred during the second and third quarters of 2019 on two hospital
      facilities and the notice provide by Kindred Healthcare, lessee of one of
      our other specialty hospitals that they do not intend to renew the lease on
      its facility which expires on December 31, 2021.


   •  Our ability to continue to obtain capital on acceptable terms, including
      borrowed funds, to fund future growth of our business.


   •  The outcome and effects of known and unknown litigation, government
      investigations, and liabilities and other claims asserted against us, UHS or
      the other operators of our facilities. UHS and its subsidiaries are subject
      to legal actions, purported shareholder class actions and shareholder
      derivative cases, governmental investigations and regulatory actions and the
      effects of adverse publicity relating to such matters. Since UHS comprised
      approximately 36% and 32% of our consolidated revenues during the
      three-month periods ended March 31, 2021 and 2020, respectively, and since a
      subsidiary of UHS is our Advisor, you are encouraged to obtain and review
      the disclosures contained in the Legal Proceedings section of Universal
      Health Services, Inc.'s Forms 10-Q and 10-K, as publicly filed with the
      Securities and Exchange Commission. Those filings are the sole
      responsibility of UHS and are not incorporated by reference herein.


   •  Failure of UHS or the other operators of our hospital facilities to comply
      with governmental regulations related to the Medicare and Medicaid licensing
      and certification requirements could have a material adverse impact on our
      future revenues and the underlying value of the property.


   •  The potential unfavorable impact on our business of the deterioration in
      national, regional and local economic and business conditions, including a
      further worsening of credit and/or capital market conditions, which may
      adversely affect our ability to obtain capital which may be required to fund
      the future growth of our business and refinance existing debt with near term
      maturities.


   •  A continuation in the deterioration in general economic conditions which has
      resulted in increases in the number of people unemployed and/or insured and
      likely increase the number of individuals without health insurance; as a
      result, the operators of our facilities may experience declines in patient
      volumes which could result in decreased occupancy rates at our medical
      office buildings.


   •  A worsening of the economic and employment conditions in the United States
      would likely materially affect the business of our operators, including UHS,
      which would likely unfavorably impact our future bonus rentals (on the UHS
      hospital facilities) and may potentially have a negative impact on the
      future lease renewal terms and the underlying value of the hospital
      properties.


   •  Real estate market factors, including without limitation, the supply and
      demand of office space and market rental rates, changes in interest rates as
      well as an increase in the development of medical office condominiums in
      certain markets.


   •  The impact of property values and results of operations of severe weather
      conditions, including the effects of hurricanes.


   •  Government regulations, including changes in the reimbursement levels under
      the Medicare and Medicaid programs.


   •  The issues facing the health care industry that affect the operators of our
      facilities, including UHS, such as: changes in, or the ability to comply
      with, existing laws and government regulations; unfavorable changes in the
      levels and terms of reimbursement by third party payors or government
      programs, including Medicare (including, but not limited to, the potential
      unfavorable impact of future reductions to Medicare reimbursements resulting
      from the Budget Control Act of 2011, as discussed in the next bullet point
      below) and Medicaid (most states have reported significant budget deficits
      that have, in the past, resulted in the reduction of Medicaid funding to the
      operators of our facilities, including UHS); demographic changes; the
      ability to enter into managed care provider agreements on acceptable terms;
      an increase in uninsured and self-pay patients which unfavorably impacts the
      collectability of patient accounts; decreasing in-patient admission trends;
      technological and pharmaceutical improvements that may increase the cost of
      providing, or reduce the demand for, health care, and; the ability to
      attract and retain qualified medical personnel, including physicians.


   •  Pending limits for most federal agencies and programs aimed at reducing
      budget deficits by $917 billion between 2012 and 2021, according to a report
      released by the Congressional Budget Office. Among its other provisions, the
      law established a bipartisan Congressional committee, known as the Joint
      Select Committee on Deficit Reduction (the "Joint Committee"), which was
      tasked with making recommendations aimed at reducing future federal budget
      deficits by an additional $1.5 trillion over 10 years. The Joint Committee
      was unable to reach an agreement by the November 23, 2011 deadline and, as a
      result, across-the-board cuts to discretionary, national defense and
      Medicare spending were implemented on March 1, 2013


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      resulting in Medicare payment reductions of up to 2% per fiscal year with a
      uniform percentage reduction across all Medicare programs. The Bipartisan
      Budget Act of 2015, enacted on November 2, 2015, continued the 2% reductions
      to Medicare reimbursement imposed under the Budget Control Act of 2011.
      Recent legislation has suspended payment reductions through December 31,
      2021 in exchange for extended cuts through 2030. We cannot predict whether
      Congress will restructure the implemented Medicare payment reductions or
      what other federal budget deficit reduction initiatives may be proposed by
      Congress going forward. We also cannot predict the effect these enactments
      will have on the operators of our properties (including UHS), and thus, our
      business.


   •  An increasing number of legislative initiatives have been passed into law
      that may result in major changes in the health care delivery system on a
      national or state level. Legislation has already been enacted that has
      eliminated the penalty for failing to maintain health coverage that was part
      of the original Patient Protection and Affordable Care Act (the "ACA").
      President Biden is expected to undertake executive actions that will
      strengthen the ACA and may reverse the policies of the prior
      administration. The Trump Administration had directed the issuance of final
      rules: (i) enabling the formation of association health plans that would be
      exempt from certain ACA requirements such as the provision of essential
      health benefits; (ii) expanding the availability of short-term, limited
      duration health insurance, (iii) eliminating cost-sharing reduction payments
      to insurers that would otherwise offset deductibles and other out-of-pocket
      expenses for health plan enrollees at or below 250 percent of the federal
      poverty level; (iv) relaxing requirements for state innovation waivers that
      could reduce enrollment in the individual and small group markets and lead
      to additional enrollment in short-term, limited duration insurance and
      association health plans; and (v) incentivizing the use of health
      reimbursement arrangements by employers to permit employees to purchase
      health insurance in the individual market. The uncertainty resulting from
      these Executive Branch policies had led to reduced Exchange enrollment in
      2018, 2019 and 2020, and is expected to further worsen the individual and
      small group market risk pools in future years. It is also anticipated that
      these policies, to the extent that they remain as implemented, may create
      additional cost and reimbursement pressures on hospitals, including ours. In
      addition, while attempts to repeal the entirety of the ACA have not been
      successful to date, a key provision of the ACA was eliminated as part of the
      Tax Cuts and Jobs Act and on December 14, 2018, a federal U.S. District
      Court Judge in Texas ruled the entire ACA is unconstitutional. That ruling
      was appealed and on December 18, 2019, the Fifth Circuit Court of Appeals
      voted 2-1 to strike down the ACA individual mandate as unconstitutional and
      sent the case back to the U.S. District Court in Texas to determine which
      ACA provisions should be stricken with the mandate or whether the entire law
      is unconstitutional without the individual mandate. On March 2, 2020, the
      U.S. Supreme Court agreed to hear, during the 2020-2021 term, two
      consolidated cases, filed by the State of California and the United States
      House of Representatives, asking the Supreme Court to review the ruling by
      the Fifth Circuit Court of Appeals. Oral argument was heard on November 10,
      2020, and a ruling is expected in 2021. In a February 10, 2021 letter to the
      Supreme Court, the Department of Justice reversed its earlier position and
      stated its position that the ACA is constitutional. The ACA will remain law
      while the case proceeds through the appeals process; however, the case
      creates additional uncertainty as to whether any or all of the ACA could be
      struck down, which creates operational risk for the health care industry. We
      are unable to predict the final outcome of this matter which has caused
      greater uncertainty regarding the future status of the ACA. If all or any
      parts of the ACA are ultimately found to be unconstitutional, it could have
      a material adverse effect on the business, financial condition and results
      of operations of the operators of our properties, and, thus, our business.


   •  There can be no assurance that if any of the announced or proposed changes
      described above are implemented there will not be negative financial impact
      on the operators of our hospitals, which material effects may include a
      potential decrease in the market for health care services or a decrease in
      the ability of the operators of our hospitals to receive reimbursement for
      health care services provided which could result in a material adverse
      effect on the financial condition or results of operations of the operators
      of our properties, and, thus, our business.


   •  Competition for properties include, but are not limited to, other REITs,
      private investors and firms, banks and other companies, including UHS. In
      addition, we may face competition from other REITs for our tenants.


   •  The operators of our facilities face competition from other health care
      providers, including physician owned facilities and other competing
      facilities, including certain facilities operated by UHS but the real
      property of which is not owned by us. Such competition is experienced in
      markets including, but not limited to, McAllen, Texas, the site of our
      McAllen Medical Center, a 370-bed acute care hospital, and Riverside County,
      California, the site of our Southwest Healthcare System-Inland Valley
      Campus, a 130-bed acute care hospital.


   •  Changes in, or inadvertent violations of, tax laws and regulations and other
      factors that can affect REITs and our status as a REIT, including possible
      future changes to federal tax laws that could materially impact our ability
      to defer gains on divestitures through like-kind property exchanges.




   •  The individual and collective impact of the changes made by the CARES Act on
      REITs and their security holders are uncertain and may not become evident
      for some period of time; it is also possible additional legislation could be
      enacted in the future as a result of the COVID-19 pandemic which may affect
      the holders of our securities.


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   •  Should we be unable to comply with the strict income distribution
      requirements applicable to REITs, utilizing only cash generated by operating
      activities, we would be required to generate cash from other sources which
      could adversely affect our financial condition.


   •  Our ownership interest in five LLCs/LPs in which we hold non-controlling
      equity interests. In addition, pursuant to the operating and/or partnership
      agreements of the four LLCs/LPs in which we continue to hold non-controlling
      ownership interests, the third-party member and the Trust, at any time,
      potentially subject to certain conditions, have the right to make an offer
      ("Offering Member") to the other member(s) ("Non-Offering Member") in which
      it either agrees to: (i) sell the entire ownership interest of the Offering
      Member to the Non-Offering Member ("Offer to Sell") at a price as determined
      by the Offering Member ("Transfer Price"), or; (ii) purchase the entire
      ownership interest of the Non-Offering Member ("Offer to Purchase") at the
      equivalent proportionate Transfer Price. The Non-Offering Member has 60 to
      90 days to either: (i) purchase the entire ownership interest of the
      Offering Member at the Transfer Price, or; (ii) sell its entire ownership
      interest to the Offering Member at the equivalent proportionate Transfer
      Price. The closing of the transfer must occur within 60 to 90 days of the
      acceptance by the Non-Offering Member.


  • Fluctuations in the value of our common stock.


   •  Other factors referenced herein or in our other filings with the Securities
      and Exchange Commission.

Given these uncertainties, risks and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Our actual results and financial condition, including the operating results of our lessees and the facilities leased to subsidiaries of UHS, could differ materially from those expressed in, or implied by, the forward-looking statements.

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to publicly update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except as may be required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.

We consider our critical accounting policies to be those that require us to make significant judgments and estimates when we prepare our financial statements, including the following:

Purchase Accounting for Acquisition of Investments in Real Estate: Purchase accounting is applied to the assets and liabilities related to all real estate investments acquired from third parties. In accordance with current accounting guidance, we account for our property acquisitions as acquisitions of assets, which requires the capitalization of acquisition costs to the underlying assets and prohibits the recognition of goodwill or bargain purchase gains. The fair value of the real estate acquired is allocated to the acquired tangible assets, consisting primarily of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, and acquired ground leases, based in each case on their fair values. Loan premiums, in the case of above market rate assumed loans, or loan discounts, in the case of below market assumed loans, are recorded based on the fair value of any loans assumed in connection with acquiring the real estate.

The fair values of the tangible assets of an acquired property are determined based on comparable land sales for land and replacement costs adjusted for physical and market obsolescence for the improvements. The fair values of the tangible assets of an acquired property are also determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on management's determination of the relative fair values of these assets. Management determines the as-if-vacant fair value of a property based on assumptions that a market participant would use, which is similar to methods used by independent appraisers. In addition, there is intangible value related to having tenants leasing space in the purchased property, which is referred to as in-place lease value. Such value results primarily from the buyer of a leased property avoiding the costs associated with leasing the property and also avoiding rent losses and unreimbursed operating expenses during the hypothetical lease-up period. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related costs. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases.


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In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) estimated fair market lease rates from the perspective of a market participant for the corresponding in-place leases, measured, for above-market leases, over a period equal to the remaining non-cancelable term of the lease and, for below-market leases, over a period equal to the initial term plus any below market fixed rate renewal periods. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. The capitalized below-market lease values, also referred to as acquired lease obligations, are amortized as an increase to rental income over the initial terms of the respective leases.

Asset Impairment: Purchase accounting is applied to the assets and liabilities related to all real estate investments acquired from third parties. In accordance with current accounting guidance, we account for our property acquisitions as acquisitions of assets, which requires the capitalization of acquisition costs to the underlying assets and prohibits the recognition of goodwill or bargain purchase gains. The fair value of the real estate acquired is allocated to the acquired tangible assets, consisting primarily of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, and acquired ground leases, based in each case on their fair values. Loan premiums, in the case of above market rate assumed loans, or loan discounts, in the case of below market assumed loans, are recorded based on the fair value of any loans assumed in connection with acquiring the real estate.

The fair values of the tangible assets of an acquired property are determined based on comparable land sales for land and replacement costs adjusted for physical and market obsolescence for the improvements. The fair values of the tangible assets of an acquired property are also determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on management's determination of the relative fair values of these assets. Management determines the as-if-vacant fair value of a property based on assumptions that a market participant would use, which is similar to methods used by independent appraisers. In addition, there is intangible value related to having tenants leasing space in the purchased property, which is referred to as in-place lease value. Such value results primarily from the buyer of a leased property avoiding the costs associated with leasing the property and also avoiding rent losses and unreimbursed operating expenses during the hypothetical lease-up period. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related costs. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) estimated fair market lease rates from the perspective of a market participant for the corresponding in-place leases, measured, for above-market leases, over a period equal to the remaining non-cancelable term of the lease and, for below-market leases, over a period equal to the initial term plus any below market fixed rate renewal periods. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. The capitalized below-market lease values, also referred to as acquired lease obligations, are amortized as an increase to rental income over the initial terms of the respective leases.

Federal Income Taxes: No provision has been made for federal income tax purposes since we qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, and intend to continue to remain so qualified. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to shareholders. As a REIT, we generally will not be subject to federal, state or local income tax on income that we distribute as dividends to our shareholders.

We are subject to a federal excise tax computed on a calendar year basis. The excise tax equals 4% of the amount by which 85% of our ordinary income plus 95% of any capital gain income for the calendar year exceeds cash distributions during the calendar year, as defined. No provision for excise tax has been reflected in the financial statements as no tax was due.

Earnings and profits, which determine the taxability of dividends to shareholders, will differ from net income reported for financial reporting purposes due to the differences for federal tax purposes in the cost basis of assets and in the estimated useful lives used to compute depreciation and the recording of provision for investment losses.


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Results of Operations

During the three-month period ended March 31, 2021, net income was $5.6 million, as compared to $4.6 million during the first quarter of 2020. The $1.0 million increase was attributable to:

$315,000 increase in bonus rentals earned on the three hospital
          facilities leased to subsidiaries of UHS;


        • $176,000 increase resulting from a decrease in interest expense,
          primarily due to a decrease in our average cost of borrowings under our
          revolving credit agreement, partially offset by an increase in our
          average outstanding borrowings, and;


        • $541,000 of other combined net increases including an aggregate net
          increase in income generated at various properties, including the income
          recorded in connection with the newly constructed and recently completed
          Clive Behavioral Health facility.

Total revenues increased $1.5 million, or 7.8% during the three-month period ended March 31, 2021, as compared to the comparable quarter of 2020. The net increase was due primarily to the revenue recorded in connection with the newly constructed Clive Behavioral Health facility located in Clive, Iowa, that was completed in December, 2020, and the $315,000 increase in bonus rental revenues.

Included in our other operating expenses are expenses related to the consolidated medical office buildings and two vacant hospital facilities, which totaled $4.8 million and $4.7 million for the three-month periods ended March 31, 2021 and 2020, respectively. A large portion of the expenses associated with our consolidated medical office buildings is passed on directly to the tenants either directly as tenant reimbursements of common area maintenance expenses or included in base rental amounts. Tenant reimbursements for operating expenses are accrued as revenue in the same period the related expenses are incurred and are included as lease revenue in our condensed consolidated statements of income. Included in our operating expenses for the three months ended March 31, 2021 and 2020, is $164,000 and $196,000, respectively, of aggregate operating expenses related to two vacant hospital facilities located in Corpus Christi, Texas, and Evansville, Indiana.

Funds from operations ("FFO") is a widely recognized measure of performance for Real Estate Investment Trusts ("REITs"). We believe that FFO and FFO per diluted share, which are non-GAAP financial measures, are helpful to our investors as measures of our operating performance. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we interpret the definition. FFO adjusts for the effects of gains, such as gains on transactions during the periods presented. To the extent a REIT recognizes a gain or loss with respect to the sale of incidental assets, such as the sale of land peripheral to operating properties, the REIT has the option to exclude or include such gains and losses in the calculation of FFO. We have opted to exclude gains and losses from sales of incidental assets in our calculation of FFO. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income determined in accordance with GAAP. In addition, FFO should not be used as: (i) an indication of our financial performance determined in accordance with GAAP; (ii) an alternative to cash flow from operating activities determined in accordance with GAAP; (iii) a measure of our liquidity, or; (iv) an indicator of funds available for our cash needs, including our ability to make cash distributions to shareholders.

Below is a reconciliation of our reported net income to FFO for the three-month periods ended March 31, 2021 and 2020 (in thousands):


                                                            Three Months Ended
                                                                 March 31,
                                                             2021          2020
Net income                                                $    5,586     $  4,554

Depreciation and amortization expense on consolidated

  investments                                                  6,787        6,380

Depreciation and amortization expense on unconsolidated

  affiliates                                                     362          286
Funds From Operations                                     $   12,735     $ 11,220

Weighted average number of shares outstanding - Diluted 13,771 13,758 Funds From Operations per diluted share

                   $     0.92     $   0.82


Our FFO increased $1.5 million, or $.10 per diluted share, during the first quarter of 2021, as compared to the first quarter of 2020. The net increase was primarily due to: (i) a favorable impact of $315,000, or $.02 per diluted share, related to an increase in bonus rental earned on the three acute care hospital facilities leased to subsidiaries of UHS; (ii) a favorable impact of $176,000, or $.01 per


                                       26

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diluted share, resulting from a decrease in interest expense, resulting primarily from a decrease in our average cost of borrowings pursuant to our revolving credit agreement, partially offset by an increase in our average outstanding borrowings, and; (iii) other combined net increases of $1.0 million, or $.07 per diluted share, including a net aggregate increase in income generated at various properties, as discussed above, as well as an increase in depreciation and amortization expense recorded in connection with the newly constructed and recently completed Clive Behavioral Health facility.



Other Operating Results

Interest Expense:

As reflected in the schedule below, interest expense was $2.1 million and $2.3 million during the three-month periods ended March 31, 2021 and 2020, respectively (amounts in thousands):


                                                 Three Months      Three Months
                                                     Ended             Ended
                                                   March 31,         March 31,
                                                     2021              2020
Revolving credit agreement                       $         967     $       1,623
Mortgage interest                                          635               658
Interest rate swaps expense/(income), net (a.)             309               (51 )
Amortization of financing fees                             216               157
Amortization of fair value of debt                         (13 )             (13 )
Capitalized interest on major projects                       -               (65 )
Other interest                                              19                 -
Interest expense, net                            $       2,133     $       2,309




   (a.) Represents net interest paid by us / (to us) by the counterparties
        pursuant to three interest rate SWAPs with a combined notional amount of
        $140 million.

Interest expense decreased by $176,000 during the three-month period ended March 31, 2021, as compared to the comparable period of 2020, due primarily to: (i) a $656,000 decrease in the interest expense on our revolving credit agreement resulting from a decrease in our average cost of borrowings pursuant to our revolving credit agreement (1.3% during the three months ended March 31, 2021 as compared to 2.8% in the comparable quarter of 2020), partially offset by an increase in our average outstanding borrowings ($239.2 million during the three months ended March 31, 2021 as compared to $213.2 million in the comparable 2020 quarter); (ii) a $360,000 net increase in interest rate swap expense during the first quarter of 2021 as compared to the first quarter of 2020; (iii) a $65,000 increase in interest expense due to a decrease in capitalized interest on major projects (both newly constructed facilities were completed in December, 2020), and; (iv) $55,000 of other combined net increases in interest expense.

Disclosures Related to Certain Hospital Facilities

Please refer to Note 7 to the condensed consolidated financial statements - Lease Accounting, for additional information regarding certain of our hospital facilities including Southwest Healthcare System, Inland Valley Campus; Evansville, Indiana; Corpus Christi, Texas, and; Kindred Hospital Chicago Central.

Liquidity and Capital Resources

Net cash provided by operating activities

Net cash provided by operating activities was $11.3 million during the three-month period ended March 31, 2021 as compared to $10.1 million during the comparable period of 2020. The $1.1 million net increase was attributable to:

       •  A favorable change of $1.5 million due to an increase in net income
          plus/minus the adjustments to reconcile net income to net cash provided
          by operating activities (depreciation and amortization, amortization
          related to above/below market leases, amortization of debt premium,
          amortization of deferred financing costs and stock-based compensation),
          as discussed above;


  • an unfavorable change of $510,000 in lease receivable;


  • a favorable change of $234,000 in accrued expenses;


       •  an unfavorable change of $461,000 in tenant reserves, deposits and
          deferred and prepaid rents, and;


       •  other combined net favorable changes of $305,000, resulting primarily
          from the timing of prepaid expense payments.


                                       27

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Net cash used in investing activities

Net cash used in investing activities was $12.2 million during the first three months of 2021 as compared to $7.0 million during the first three months of 2020.

During the three-month period ended March 31, 2021 we funded: (i) $7.0 million in additions to real estate investments including construction costs related to a newly constructed, 100-bed behavioral health care hospital located in Clive, Iowa, that was substantially completed in late December, 2020 as well as tenant improvements at various MOBs; (ii) $3.5 million in a member loan to an unconsolidated LP; (iii) $200,000 deposit on a potential real estate asset, and; (iv) $1.5 million in equity investments in unconsolidated LLCs.

During the three-month period ended March 31, 2020, we funded: (i) $1.5 million in equity investments in unconsolidated LLCs, primarily related to the construction costs related to Texoma Medical Plaza II that was substantially completed in December, 2020, and; (ii) $5.5 million in additions to real estate investments including $4.1 million of construction costs related to the newly constructed behavioral health care hospital located in Clive, Iowa, that was substantially completed in late December, 2020 and tenant improvements at various MOBs.

Net cash provided by/(used in) financing activities

Net cash provided by financing activities was $1.4 million during the three months ended March 31, 2021, as compared to $3.6 million of cash used in financing activities during the three months ended March 31, 2020.

During the three-month period ended March 31, 2021, we paid: (i) $510,000 on mortgage notes payable that are non-recourse to us; (ii) $35,000 of financing costs related to the revolving credit agreement, and; (iii) $9.6 million of dividends. Additionally, during the three months ended March 31, 2021, we received: (i) $11.5 million of net borrowings on our revolving credit agreement, and; (ii) $56,000 of net cash from the issuance of shares of beneficial interest.

During the three-month period ended March 31, 2020, we paid: (i) $432,000 on mortgage notes payable that are non-recourse to us; (ii) $35,000 of financing costs related to the revolving credit agreement, and; (iii) $9.4 million of dividends. Additionally, during the three months ended March 31, 2020, we received: (i) $6.3 million of net borrowings on our revolving credit agreement, and; (ii) $50,000 of net cash from the issuance of shares of beneficial interest.

During the second quarter of 2020, we commenced an at-the-market ("ATM") equity issuance program, pursuant to the terms of which we may sell, from time-to-time, common shares of our beneficial interest up to an aggregate sales price of $100 million to or through our agent banks. No shares were issued pursuant to this ATM equity program during the first quarter of 2021. Since inception pursuant to this ATM equity program, we have issued 2,704 shares at an average price of $101.30 per share which generated approximately $270,000 of net cash proceeds (net of compensation to BofA Securities, Inc. of approximately $4,000). Additionally, we paid or incurred approximately $507,000 in various fees and expenses related to the commencement of our ATM program.

Additional cash flow and dividends paid information for the three-month periods ended March 31, 2021 and 2020:

As indicated on our condensed consolidated statement of cash flows, we generated net cash provided by operating activities of $11.3 million and $10.1 million during the three-month periods ended March 31, 2021 and 2020, respectively. As also indicated on our statement of cash flows, non-cash expenses including depreciation and amortization expense, amortization related to above/below market leases, amortization of debt premium, amortization of deferred financing costs and stock-based compensation expense are the primary differences between our net income and net cash provided by operating activities during each period.

We declared and paid dividends of $9.6 million and $9.4 million during the three-month periods ended March 31, 2021 and 2020, respectively. During the first three months of 2021, the $11.3 million of net cash provided by operating activities was approximately $1.7 million greater than the $9.6 million of dividends paid during the first three months of 2021. During the first three months of 2020, the $10.1 million of net cash provided by operating activities was $713,000 greater than the $9.4 million of dividends paid during the first three months of 2020.

As indicated in the cash flows from investing activities and cash flows from financing activities sections of the statements of cash flows, there were various other sources and uses of cash during the three months ended March 31, 2021 and 2020. From time to time, various other sources and uses of cash may include items such as investments and advances made to/from LLCs, additions to real estate investments, acquisitions/divestiture of properties, net borrowings/repayments of debt, and proceeds generated from the issuance of equity. Therefore, in any given period, the funding source for our dividend payments is not wholly dependent on the operating cash flow generated by our properties. Rather, our dividends as well as our capital reinvestments into our existing properties, acquisitions of real property and other investments are funded based upon the aggregate net cash inflows or outflows from all sources and uses of cash from the properties we own either in whole or through LLCs, as outlined above.


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In determining and monitoring our dividend level on a quarterly basis, our management and Board of Trustees consider many factors in determining the amount of dividends to be paid each period. These considerations primarily include: (i) the minimum required amount of dividends to be paid in order to maintain our REIT status; (ii) the current and projected operating results of our properties, including those owned in LLCs, and; (iii) our future capital commitments and debt repayments, including those of our LLCs. Based upon the information discussed above, as well as consideration of projections and forecasts of our future operating cash flows, management and the Board of Trustees have determined that our operating cash flows have been sufficient to fund our dividend payments. Future dividend levels will be determined based upon the factors outlined above with consideration given to our projected future results of operations.

We expect to finance all capital expenditures and acquisitions and pay dividends utilizing internally generated and additional funds. Additional funds may be obtained through: (i) borrowings under our existing $350 million revolving credit agreement (which had $96.7 million of available borrowing capacity, net of outstanding borrowings and letters of credit as of March 31, 2021); (ii) borrowings under or refinancing of existing third-party debt pursuant to mortgage loan agreements entered into by our consolidated and unconsolidated LLCs/LPs; (iii) the issuance of equity pursuant to our ATM program, and/or; (iv) the issuance of other long-term debt.

We believe that our operating cash flows, cash and cash equivalents, available borrowing capacity under our revolving credit agreement and access to the capital markets provide us with sufficient capital resources to fund our operating, investing and financing requirements for the next twelve months, including providing sufficient capital to allow us to make distributions necessary to enable us to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986. In the event we need to access the capital markets or other sources of financing, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable time. Our inability to obtain financing on terms acceptable to us could have a material unfavorable impact on our results of operations, financial condition and liquidity.

Credit facilities and mortgage debt

Management routinely monitors and analyzes the Trust's capital structure in an effort to maintain the targeted balance among capital resources including the level of borrowings pursuant to our $350 million revolving credit facility, the level of borrowings pursuant to non-recourse mortgage debt secured by the real property of our properties and our level of equity including consideration of additional equity issuances pursuant to our ATM equity issuance program. This ongoing analysis considers factors such as the current debt market and interest rate environment, the current/projected occupancy and financial performance of our properties, the current loan-to-value ratio of our properties, the Trust's current stock price, the capital resources required for anticipated acquisitions and the expected capital to be generated by anticipated divestitures. This analysis, together with consideration of the Trust's current balance of revolving credit agreement borrowings, non-recourse mortgage borrowings and equity, assists management in deciding which capital resource to utilize when events such as refinancing of specific debt components occur or additional funds are required to finance the Trust's growth.

In June 2020, we entered into the first amendment (the "First Amendment") to the revolving credit agreement ("Credit Agreement"), pursuant to which, among other things, an additional tranche of revolving credit commitments in the amount of $50 million, designated as the "Revolving B Facility", was established thereby increasing the aggregate revolving credit commitment to $350 million from $300 million. The Credit Agreement, as amended, which is scheduled to mature in March 2022, provides for a revolving credit facility in an aggregate principal amount of $350 million, including a $40 million sublimit for letters of credit and a $30 million sublimit for swingline/short-term loans. Borrowings under the Credit Agreement are guaranteed by certain subsidiaries of the Trust. In addition, borrowings under the Credit Agreement are secured by first priority security interests in and liens on all equity interests in certain of the Trust's wholly-owned subsidiaries. The remainder of the revolving credit commitments provided under the Credit Agreement that were in effect prior to giving effect to the First Amendment, has been designated as the "Revolving A Facility".

Borrowings made pursuant to the Revolving A Facility will bear interest, at our option, at one, two, three, or six-month LIBOR plus an applicable margin ranging from 1.10% to 1.35% or at the Base Rate plus an applicable margin ranging from 0.10% to 0.35%. The Credit Agreement defines "Base Rate" as the greater of: (a) the administrative agent's prime rate; (b) the federal funds effective rate plus 1/2 of 1%, and; (c) one month LIBOR plus 1%. A facility fee of 0.15% to 0.35% will be charged on the total commitment of the Revolving A Facility of the Credit Agreement. The margins over LIBOR, Base Rate and the facility fee are based upon our total leverage ratio. At March 31, 2021, the applicable margin over the LIBOR rate was 1.20%, the margin over the Base Rate was 0.20%, and the facility fee was 0.20%. The Credit Agreement also provides for options to extend the maturity date and borrowing availability for two additional six-month periods for the Revolving A Facility.

Borrowings made pursuant to the Revolving B Facility will bear interest, at our option, at one, two, three, or six months LIBOR plus an applicable margin ranging from 1.85% to 2.10% or at the Base Rate plus an applicable margin ranging from 0.85% to 1.10%. The Credit Agreement defines "Base Rate" as the greatest of (a) the Administrative Agent's prime rate, (b) the federal funds effective rate plus 1/2 of 1% and (c) one month LIBOR plus 1%. The initial applicable margin is 1.95% for LIBOR loans and 0.95% for Base Rate loans. A facility fee of 0.15% to 0.35% will be charged on the total commitment of the Revolving B Facility of the Credit Agreement.


                                       29

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The margins over LIBOR, Base Rate and the facility fee are based upon our total leverage ratio. At March 31, 2021, the applicable margin over the LIBOR rate was 1.95%, the margin over the Base Rate was 0.95% and the facility fee was 0.20%.

At March 31, 2021, we had $247.7 million of outstanding borrowings and $5.6 million of letters of credit outstanding under our Credit Agreement. We had $96.7 million of available borrowing capacity, net of the outstanding borrowings and letters of credit outstanding as of March 31, 2021. There are no compensating balance requirements. At December 31, 2020, we had $236.2 million of outstanding borrowings outstanding against our revolving credit agreement and $108.2 million of available borrowing capacity.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on certain indebtedness, liens, acquisitions and other investments, fundamental changes, asset dispositions and dividends and other distributions. The Credit Agreement also contains restrictive covenants regarding the Trust's ratio of total debt to total assets, the fixed charge coverage ratio, the ratio of total secured debt to total asset value, the ratio of total unsecured debt to total unencumbered asset value, and minimum tangible net worth, as well as customary events of default, the occurrence of which may trigger an acceleration of amounts outstanding under the Credit Agreement. We are in compliance with all of the covenants at March 31, 2021 and December 31, 2020. We also believe that we would remain in compliance if, based on the assumption that the majority of the potential new borrowings will be used to fund investments, the full amount of our commitment was borrowed.


The following table includes a summary of the required compliance ratios, giving
effect to the covenants contained in the Credit Agreement (dollar amounts in
thousands):

                                      March 31,     December 31,
                         Covenant        2021           2020
Tangible net worth      > =$125,000   $  147,654   $      147,263
Total leverage                < 60%         45.3 %           44.8 %
Secured leverage              < 30%          8.5 %            8.6 %
Unencumbered leverage         < 60%         43.3 %           41.4 %
Fixed charge coverage       > 1.50x         4.8x             4.7x



As indicated on the following table, we have various mortgages, all of which are non-recourse to us, included on our condensed consolidated balance sheet as of March 31, 2021 (amounts in thousands):



                                                Outstanding
                                                  Balance             Interest          Maturity
Facility Name                               (in thousands) (a.)         Rate              Date
700 Shadow Lane and Goldring MOBs fixed
rate
  mortgage loan                            $               5,381            4.54 %        June, 2022
BRB Medical Office Building fixed rate
mortgage loan                                              5,449            4.27 %    December, 2022
Desert Valley Medical Center fixed rate
mortgage loan                                              4,474            3.62 %     January, 2023
2704 North Tenaya Way fixed rate
mortgage loan                                              6,538            4.95 %    November, 2023
Summerlin Hospital Medical Office
Building III fixed
  rate mortgage loan                                      12,984            4.03 %       April, 2024
Tuscan Professional Building fixed rate
mortgage loan                                              2,789            5.56 %        June, 2025
Phoenix Children's East Valley Care
Center fixed rate
  mortgage loan                                            8,656            3.95 %     January, 2030
Rosenberg Children's Medical Plaza fixed
rate mortgage loan                                        12,450            4.42 %   September, 2033
Total, excluding net debt premium and
net financing fees                                        58,721
   Less net financing fees                                  (447 )
   Plus net debt premium                                     129
Total mortgages notes payable,
non-recourse to us, net                    $              58,403




   (a.) All mortgage loans require monthly principal payments through maturity and
        either fully amortize or include a balloon principal payment upon
        maturity.

The mortgages are secured by the real property of the buildings as well as property leases and rents. The mortgages outstanding as of March 31, 2021 had a combined fair value of approximately $61.6 million. At December 31, 2020, we had various mortgages, all of which were non-recourse to us, included in our condensed consolidated balance sheet. The combined outstanding balance of these various mortgages at December 31, 2020 was $59.2 million and had a combined fair value of approximately $62.0 million.

Changes in market rates on our fixed rate debt impacts the fair value of debt, but it has no impact on interest incurred or cash flow.


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Off Balance Sheet Arrangements

As of March 31, 2021, we are party to certain off balance sheet arrangements consisting of standby letters of credit and equity and debt financing commitments. Our outstanding letters of credit at March 31, 2021 totaled $5.6 million related to Grayson Properties II. As of December 31, 2020 we had off balance sheet arrangements consisting of standby letters of credit and equity and debt financing commitments. Our outstanding letters of credit at December 31, 2020 totaled $5.6 million related to Grayson Properties II.

Acquisition and Divestiture Activity

There were no acquisitions or divestitures during the three-month periods ended March 31, 2021 or 2020.

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