Diamondback Energy Q4 2023 Earnings Call Transcript

Quartr
Provided by Quartr
February 21, 2024

There are 14 speakers on the call.

Operator

Good day and thank you for standing by. Welcome to the Diamondback Energy 4th Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen only mode. After the speakers' presentation, there will be a question and answer session. In the interest of time, we ask that you please limit yourself to one question and one follow-up.

Operator

Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Adam Lawlis, VP, Investor Relations. Please go ahead.

Speaker 1

Thank you, Daniel. Good morning, and welcome to Diamondback Energy's Q4 2023 conference call. During our call today, we will reference an updated investor presentation and lettered stockholders, which can be found on Diamondback's website. Representing Diamondback today are Travis Stice, Chairman and CEO Kate Spantoff, President and CFO and Danny Wesson, COO. During this conference call, the participants may make certain forward looking statements relating to the company's financial condition, results of operations, plans, objectives, future performance and businesses.

Speaker 1

We caution you that actual results could differ materially from those that are indicated in these forward looking statements due to a variety of factors. Information concerning these factors can be found in the company's filings with the SEC. In addition, we will make reference to certain non GAAP measures. The reconciliations with the appropriate GAAP measures can be found in our earnings release issued yesterday afternoon. Now I'll turn the call over to Travis Stice.

Speaker 2

Thank you, Adam, and I appreciate everyone joining this morning. I hope you continue to find the stockholders' letter that we issued last night an efficient way to communicate. So obviously a lot of the material is in that stockholders letter. So with that, operator, would you please open the line for questions?

Operator

Our first question comes from Neal Dingmann with Tuchat Securities. Your line is now open.

Speaker 3

Good morning, Travis and Dean. Thanks for the time. Guys, my first question is on Endeavor. Specifically, just want to go back to this. You all highlighted about 344,000 acres with about 2,300 locations.

Speaker 3

That compares to 494000,300 for you all. And I'm just wondering, does this slightly smaller current core footprint provide a material amount of immediate incremental locations, Travis? And I'm just wondering or potential upside and I'm wondering how you would thinking about I know it's still a while until this thing likely closes, but how you will attack these assets?

Speaker 4

Yes, Neal. I mean, listen, we wanted to be conservative in how we laid out the inventory counts for both us and them, sub-forty percent. I mean, I think there's been a lot of aggressive inventory counts put in deals lately. And I think for us to be able to say that combined, we have about 12 years of sub-forty breakeven inventory is truly a best in class number in North American shale. And that's why we put it there.

Speaker 4

I mean, I think generally as with Diamondback's position, there's a lot of inventory that breakeven well above those numbers. I think there's a lot of testing going on throughout the basin. There's probably some zones like the Upper Spraberry that we probably call a sub-forty breakeven zone today.

Speaker 1

But I don't think

Speaker 4

we're ready to fully put it in the location count. So I think it's just conservatism and I think on a relative basis, not all locations are created equal and within that combined 6,000 location count, there's some that break even below 30, right? I mean, it's all about what we're developing today and saving the upside for later. And we know that that upside is going to accrue

Speaker 2

to us with the size of the acreage position pro form a. A. Neal, just to add to that point, if you think about a company's future, 2 things are really important for the oil and gas sector. 1 is kind of this durable inventory in case just walked you through some numbers there, but it's also the conversion efficiency of that inventory. And I think now with the announcement of this Endeavor merger, we're in control of both the numerator and denominator of that ratio.

Speaker 2

So our durable inventory greatly extends and then our conversion efficiency that we've been known for a long time actually gets to come to bear on a larger asset base. And I think to give you a little bit more color and comfort, we didn't put our thumb on the scale as we looked across the barbed wire fence. And what I mean by that is we simply applied what Diamondback is doing today on drilling and completion and operating wells and then physically adjacent as Case was just explaining, made the assumption that that can be applied across the barbed wire fence. So I wanted to give you a little bit more color there, Neil. Thanks for your question.

Speaker 3

No, I appreciate from both and I definitely appreciate conservatism. I think you're right, Caius, there's been a lot of something inflated. And my second question is on your current Slide 11 of today on the multi zone development strategy. Specifically, really like that you all for 24 had or I'm sorry for 23 had the average project size of around 24 wells. And I'm just wondering, will that be approximately the same this year?

Speaker 3

And I'm just wondering with that, how do you all continue to mitigate the frac hits that seem to plague other operators so much when they do these larger projects?

Speaker 4

Yes. I mean, I think generally, Neal, the project size is up. I mean, 25 is not an exact number. It's going to be different in different counties. We're going to have different spacing within different zones.

Speaker 4

We're not we don't use a cookie cutter strategy to develop the asset. We use a unique development strategy for each area. I think we've got a lot of experience with frac kits over the years. I think we've learned and our planning group has gotten significantly better at looking around the corner and seeing what issues might arise. And certainly there's a benefit of size and scale, right?

Speaker 4

If we have one of these 24 projects coming on every quarter, well, there's a lot of risk in that one particular project. But here we have 4, 5, 6 of these coming on every quarter and that allows us operational flexibility to move around and plan our business. And that's just one of the other benefits of size and scale that will only be magnified with the potential with the Endeavor merger.

Speaker 2

And Neil, when you look at our 2024 budget, you kind of see that the capital efficiency shining through because we're essentially maintaining the volumes profile that we had in the Q4, but we're doing so with 10% less CapEx. And as Casey was just talking to our development strategy yields the same oil performance. So I think as we look across the industry universe, capital efficiency for this year is going to be very, very important. And I like the way that our budget execution is shaping up in terms of that capital efficiency.

Speaker 3

Agreed, Travis, it seems even better next year. Thank you all.

Speaker 4

Thanks, Neil.

Operator

Thank you. And one moment for our next question. Our next question comes from David Deckel baum with TD Cowen. Your line is now open.

Speaker 5

Thanks for taking my questions, Travis, Case and team. Appreciate the

Speaker 2

time. Thank you, David.

Speaker 6

I was

Speaker 5

just curious, Travis, if you can provide an outlook. I know when you announced the Endeavor deal, I think you said that you weren't going to sell anything obviously until the deal closes, which makes plenty of prudent sense. But I'm interested just with all of the minority interest that you have in various pipeline investments, How should we think about just where that pipeline cycle is right now relative to investing versus harvesting? Is that something that we might see if we think about the risk for probability around 2024 seeing some of those investments being harvested? Is the market kind of ripe for that right now?

Speaker 5

Or do you kind of expect these to be more long term investment harvesting endeavors?

Speaker 4

Yes, Dewey. I mean, some are able to be harvested today and some are probably further down the line. I mean, we've done a pretty good job selling some of these non core we call them non core, but equity method investments over the last 12 months. We sold the Gray Oak pipeline interest. We sold our interest in the Omaag Oil Gathering JV.

Speaker 4

I think it's logical that some of our assets that we can control the sale of will likely pursue a sale, but there's others that we're probably someone who would tag along with a bigger sale and I can't control when those happen. But it's certainly an asset that we or assets that we have on our side of the ledger that will be used to reduce debt quickly on a standalone basis or through the in-depth of mergers. So I think that's certainly on the table. I think, Travis' point on not having to sell significant assets is important, right? When we structured the cash stock mix of the deal, we didn't want to be a forced seller of assets to pay down debt.

Speaker 4

And I think we've done that with the mix we presented last week.

Speaker 2

Yes. I can't emphasize that point enough, David, that we're not going to be fore sellers of any of our assets. We're going to be very thoughtful as we move forward post close and looking at monetization strategy for these minority interests and particularly in relation to debt reduction. So we'll be very thoughtful and do the right thing.

Speaker 5

Appreciate that. And then just maybe a little bit in the weeds on this one, but the 2024 plan when you lay out the Midland Basin development this year maybe coincidentally or not, there's more a little bit more on the margin going to Wolfcamp D and some of the other zones. Is that just more coincident of geography where you're developing this year and then presumably years beyond? Or are there some things that you saw in 2023 that are sort of increasing your confidence of wanting to allocate more capital there? And if there's any color you could provide?

Speaker 4

Yes. I mean, I think both from our drill bit and from others drill bit, we've seen really good results in the Wolfcamp D. I think it makes sense to put it into the stack today, maybe not in every situation, but in more and more situations. So more Wolfcamp D in the plan. And then in the other bucket, we have more Upper Spraberry in the plan.

Speaker 4

So, I think generally if we're able to add these zones to our development plan and see similar productivity per foot, that only extends the inventory duration that we have both on a standalone basis and pro form a with Endeavor. They've been developing a lot more Wolfcamp D than us and we talked a little bit about that last week. But I think it just shows 3, 4, 5 years ago and now becoming core development targets.

Speaker 5

Thank you, guys.

Operator

Thank you. One moment for our next question. Our next question comes from Neil Mehta with Goldman Sachs. Your line is now open.

Speaker 7

Yes. Good morning, team. Thanks for doing this. I guess I have a couple of pricing related questions. And the first is, would love your perspective on just hedging as standalone and then also pro form a once you roll in the Endeavor assets.

Speaker 7

Historically, you talk about trying to maximize upside exposure while protecting extreme downside. Just curious what that means for you as you think about hedging in 2024?

Speaker 4

Yes, Neil. I mean, I think we need to protect our side of the ledger through the period between signing and closing, so we can generate free cash that reduces the cash portion of the purchase price. I think we've done that. We've historically bought puts in the kind of $55 WTI range. We now kind of stepped it up to kind of that $60 range.

Speaker 4

And we'll probably be a little more hedged on our side between signed and closed than we have been in the past, closer to, I don't know, 2 thirds, 3 quarters hedge, so that we can make sure that, that cash is there to reduce the cash portion of the purchase price. I think longer term, it all depends on the strength of the balance sheet and the breakeven that we have with our base dividend. We've always kind of tried to buy hedges at kind of 50 to 55 and that protects free cash flow, balance sheet doesn't blow out and the dividend is well protected in that extreme downside scenario. So I don't expect us to move to a non hedging company because we just believe that it's prudent to protect the balance sheet and our base dividend which we see like debt.

Speaker 7

Okay. That's helpful. And then the follow-up is just on natural gas. I know it's a smaller part of your economics, but as gas prices have been under a lot of pressure, and in the Permian, we've been surprised to see associated gas supply up as much as it is 2Ps year over year. So just your perspective on how the gas market rebalances in the Permian in particular, do you see this as a structural challenge of continued associated supply or as we move towards more oil discipline, gas markets can calibrate with it?

Speaker 4

I think generally regardless of oil discipline, the gas curves in the Permian Basin always exceed expectations. I think we're always pretty conservative on the gas side and that almost universally beats expectations, which is why you're seeing on a basin level more growth than we all expect almost on an annual basis. So I think that's going to continue, Neal. We don't we could run the gas price at 0 in the Permian and still make great returns on oil wells. For us personally, we try to protect our gas price by through hedging as well as through some pipeline commitments to get our gas to bigger markets, as well as protecting our basis exposure.

Speaker 4

But generally, I think the Permian, even if you stay disciplined on oil, eventually you're going to have to move to gassier zones and there's a lot of gas and associated gas left to be produced in the Permian.

Speaker 7

That makes sense. Thanks again.

Speaker 4

Thanks

Operator

Neil. Thank you. One moment for our next question. Our next question comes from Arun Jayaram with JPMorgan Securities. Your line is now open.

Speaker 8

Good morning, gentlemen. Travis Caso, I'd like to know if maybe you could walk us through kind of the path to get to the $10,000,000,000 net debt target in terms of timing And how do asset sales with that influence timing of reaching that target?

Speaker 4

Yes, Arun, I think we kind of laid out in a $75 world, generally the 2 businesses throughout the course of this year will combine to generate about $5,000,000,000 of free cash flow. And if we're looking at a late 2024 close, just high level half that number $2,000,000,000 to $2,500,000,000 will be used to reduce the cash portion of the purchase price. That kind of puts you in the kind of $12,000,000,000 of total net debt at close. And with the business continuing to generate more free cash in 2025 with the numbers we laid out, you could see that $10,000,000,000 number by middle of 25. Now that excludes any asset sales or acceleration.

Speaker 4

And I think we try to be an under promise, over deliver company, and there's a lot of things that we can do to accelerate that outside of commodity price because I don't think we want to put the entire bets based on commodity price. So we're looking at what's available to sell down in the next couple of months here and beat that target.

Speaker 8

Got it. And just maybe a follow-up. If you do plan to do something in the Delaware Basin, would you wait until kind of reaching close on the transaction? Or talk us through maybe the timing when you would contemplate doing asset sales?

Speaker 4

Yes. I think we're highly focused on deal certainty and getting the deal closed, and we're not going to do anything that derails that process. So I think the Delaware Basin is great cash flow for us, great free cash flow and a very low decline rate. And we've reduced our capital commitments there and necessary wells we need to drill for lease holding purposes. So I think it's just it's a good asset to have for the time being and it's good option value over the long run, but certainly not looking to do anything in the near term.

Speaker 8

Great. Thanks a lot.

Speaker 2

Thanks, Arun. Thanks, Arun.

Operator

Thank you. One moment for our next question. Our next question comes from Derrick Whitfield with Stifel. Your line is now open.

Speaker 4

Good morning, all. Good morning, Derek.

Speaker 9

I wanted to start by really committing you guys for the leadership you're demonstrating on the capital discipline as many of your peers are treating the environment as if they were naturally balanced today.

Speaker 2

Thank you, Derek.

Speaker 1

With my first question, I wanted to focus on

Speaker 9

the service environment. In light of the collapse in gas directed activity that is underway now and the pre existing lower utilization rates the service industry experienced last year. Is there an opportunity to revisit service prices on some of the higher spec equipment?

Speaker 2

Yes, Derek, good question.

Speaker 1

I think we expect that we'll see some softening in the service market this year If the gas basins do kind of remain muted in their activity levels, we're not we don't set the price of the service market. We're price takers, but we'll certainly continue to push on our end on finding the market prices for all of our service lines where we don't have existing commitments in place.

Speaker 9

Terrific. And as my follow-up, wanted to touch on Endeavor since you guys have been out meeting with investors since the deal was announced. Are there any aspects of the transaction that are underappreciated in your view?

Speaker 2

I think the first question that came up was on the synergies, the $3,000,000,000 worth of synergies, most of those underpinned by our existing cost structure applied to the Andeavor assets. And so those are usually the entry questions. But once we explained that the cost assumptions that we embedded are the same cost assumptions we're currently doing today, a lot of comfort was gained and then we went to the more kind of strategic questions with the shareholders. So I think probably the cost efficiencies were the first and then secondarily were the some of the debt retirement strategies that Kaes just went through were probably the 2 most topical questions that we dealt with.

Speaker 9

Terrific. Thanks. Great quarter and update.

Speaker 2

Thanks, Terry. Thanks, Terry.

Operator

Our next question comes from Roger Read with Wells Fargo. Your line is now open.

Speaker 4

Yes. Thank you. Good morning. Good morning, Roger.

Speaker 8

Hey, I

Speaker 10

just wanted to come back. You talked earlier about some of these other benches that might work and it's a question of whether they'll be as productive and efficient or the productivity and efficiency in those benches. Give us an idea of maybe some of the, let's call it, science or just applied efforts that you're seeing that could open up some of these other benches? And I'm thinking within your footprint as well as what will be an expanded footprint here before year end?

Speaker 4

Yes, Roger. I mean, I think for zones like the Wolfcamp D, we've had some testing on our assets, but also seen a lot of results across the fence line. Diamondback doesn't spend a lot of time. We spend a lot of time looking ourselves. We also spend a lot of time looking across the fence line what other people are doing, either through M and A process or just general competitor analysis.

Speaker 4

And we've seen that the Wolfcamp D has been very competitive, particularly in that kind of Midland Glasscock County line area and also as you get into Southern Martin County. So that's getting more attention. I would say the Upper Spraberry, we've done a lot of work on ourselves. It's actually an old Energen well that was drilled in the Upper Spraberry in 20 16 or 2017 and we revisited that zone recently last year and some of the Upper Spraberry wells that we've completed, one in particular is probably one of the best wells in our portfolio. So I'm not ready to say that the Upper Spraberry exists across our entire acreage position, but certainly getting more capital and attention this year and particularly with the co development strategy and the fact that these zones talk to each other in some form or fashion means we got to get it now.

Speaker 4

And so we've added the Upper Spraberry into our kind of Northern Martin County development plan. And I think the results speak for themselves because you haven't seen a degradation in productivity. I think that's the key to this exploration resource expansion story is, if you can expand your resource without impacting productivity, that's a win for our shareholders.

Speaker 2

Roger, I'll just add a comment from a high level on what Kaes just mentioned. In my experience, as companies get bigger, the more inwardly focused they become. So they focus more on their own results and less on what others are doing around them. And it's been a hallmark of Diamondback since the very beginning. 1, you said out of necessity when we first started, but it's been a hallmark of ours to really pay attention to what goes on around us.

Speaker 2

And so right now it's culturally ingrained not only to rigorously examine our own internal results, but also spend intellectual capital on looking across the barbed wire fence at what others are doing. And as we move into a much larger position post close, I promise you that culture will stay intact. We will continue to look and find what others are doing potentially better than we are and adopt accordingly.

Speaker 10

I appreciate that clarification. That's my only question. Thank you.

Speaker 2

Thanks, Roger. Thanks, Roger.

Operator

Thank you. One moment for our next question. Our next question comes from Jeffrey Lambois with TPH and Co. Your line is now open.

Speaker 11

Good morning, everyone. Appreciate the time.

Speaker 4

Hey, Jeff.

Speaker 11

My first question is on the step change and capital efficiency you are looking forward to into 2025. If you could talk more about the pathway there. I know you're already there for the legacy portfolio and well costs as you mentioned Travis. But can you comment maybe on the larger buckets or moving pieces you'll be focusing on the Endeavor side both in terms of that well cost reduction and in terms of the non D and C line items we should think about as we shift from this year into next?

Speaker 4

Yes, Jeff. I think generally there's 2 big buckets on the D and C side that we see across defensive endeavors that will probably look to put in place with the team there as we start to integrate on the completion side. It's really the simulfrac development plan as well as probably half of that plan being a simulfrac eFleet, which only reduces the cost of the completion side of the business. I don't even think we've modeled the benefits of a much larger supply chain to these numbers. This is just us getting their costs down to our costs on the capital side.

Speaker 4

There's probably some upside there at some point. And then on the drilling side, we've been a big proponent of clear fluids and not using oil based mud to drill these wells. It saves time and money. That was something we put in place and learned from the QEP team 3 or 4 years ago. And so I think that's just a decision to make that saves significant dollars.

Speaker 4

And what I'm excited about is to get under the tent with the Endeavor team and learn what they're doing that we can do better, right? I think that's not modeled in this pro form a business and we've learned something from both Energen and QEP, our 2 large mergers that we've done to date. So I think there's some upside there, but really all we're doing is looking to put in place what we're doing today on a larger asset base.

Speaker 2

And Jeff, since I spoke just a second ago on some of the cultural elements of Diamondback. Another cultural element is when we combine assets in our history, we've done a really good job of checking our egos at the door and finding out what's really working. And it's a culture of seeking first to understand as opposed to being understood. And as Kees just mentioned, when we put the 2 companies together, we're really excited about understanding what they do, why they do it and in making collectively making improvements both on our side and on the income and asset side.

Speaker 11

Perfect. And then for my follow-up, I wonder if you could just speak to how the philosophy around the balance sheet longer term will evolve, if at all, once the deal closes. We appreciate the commentary on the path to get to the $10,000,000,000 net debt level. But we're just thinking about how the pro form a math continues to push timing back to new levels in terms of weight class

Speaker 4

within the space. Yes. That's a question we got on the road a lot last year is kind of from investors saying, hey, listen, you're in a different weight class now and you probably need to reassess your long term leverage profile. And I think that resonated with us and fits with what we're trying to do. I think we eventually want to get to kind of a $6,000,000,000 to $8,000,000,000 net debt number, keep real cash in the balance sheet.

Speaker 4

I think the concern that Diamondback is going to go do every deal and use all its cash to do deals has probably been removed with this merger. And in my mind that leaves us flexibility in terms of capital allocation to lean into a buyback in a down cycle or lean into an acquisition in the down cycle and be procyclical or not be procyclical in how we look at allocating capital on the repurchase side or the deal side. So long term, dollars 6,000,000,000 to $8,000,000,000 would be a good number. If it gets to 0, that'd be great. But I think generally, running in that half a turn at strip is a pretty good place to be.

Speaker 11

Great. Appreciate the time guys. I'll turn it back. Thanks, Jeff. Thanks, Jeff.

Operator

Thank you. Our next question comes from Paul Cheng with Scotiabank. Your line is now open.

Speaker 6

Thank you. Good morning, guys. Good morning, Kees. Last week, when you announced the deal, you gave the 2024 2025 CapEx pro form a and also the performance. It was 2,005, the pro form a comparing to 2,004 will be about, I would say, call it, round number, dollars 700,000,000 lower.

Speaker 6

Can you break down that how much is related to it? Because you think the activity will be lower on that asset because you're not going to grow as far as and how much is truly is just

Speaker 4

Yes, sure, Paul. You kind of cut out a little bit, but I think I get your question. The question was, how do we bridge the gap between the combined 2024 CapEx guide with us and Endeavor separately and the combined the business in 2025, which is down 700 ish 1,000,000 dollars I would say most of it is running our cost structure on the Endeavor D and C. And so that's basically 175 wells at $1,500,000 to $2,000,000 cheaper. It gets you to about $300,000,000 I think combined business is not going to need as many wells to hit the production number.

Speaker 4

Andeavor was growing last year. They started slowing down mid year, but their decline rate is shallowing, so that will help. Our decline rate continues to shallow, that will help. I think we're going to allocate capital to the best combined resource probably in North America, which will help. So that kind of gets you to needing probably 50 less wells at $6,000,000 $6,500,000 a pop.

Speaker 4

That's about another $300,000,000 And then I think generally we're spending some dollars this year, probably about $50,000,000 on environmental CapEx that it's kind of one time in nature and will be reduced on our side as well. So you put all that together and that's very, very capital efficient business in 2025 assuming existing well costs and that can move around, but that's how we're thinking about 2025. We might have lost Paul, so we'll go to the next question.

Operator

Thank you. One moment for our next question. Our next question comes from Leo Mariani with Roth M. K. M.

Operator

Your line is now open.

Speaker 12

Hi, guys. Wanted to just ask about the Endeavor FANG combination here. You guys see any tax benefit for the combined entity where you might be able to defer some of the cash tax payments as a result of combining these two companies? Have you had any preliminary look at that?

Speaker 4

I mean, there will obviously be some benefit with the cash portion mean, mean, we're a full cash taxpayer essentially. I mean, they're pretty close as well. So I don't think there's going to be too much to do there, Leo, but certainly the cash piece is going to shield a little bit of taxes on our side.

Speaker 12

Okay. That's helpful. And then just jumping back over to M and A, obviously, you guys got the big prize in the Permian and the market has clearly rewarded the Diamondback shareholders here. As you look at kind of the remaining landscape, do you think there's anything out there left to do that's kind of chunky that would be of interest to FANG? Or is it maybe just kind of more little stuff over the years to kind of tie everything together?

Speaker 4

Yes. Listen, Leo, we're on the sidelines here. We're fully focused on getting this deal closed as soon as possible and we can assess the landscape when that happens. I mean, I am confident that the landscape will look different whenever that time does come.

Speaker 6

Okay, thanks.

Speaker 4

Thanks, Leo.

Operator

Thank you. One moment for our next question. Our next question comes from Doug Leggate with Bank of America. Your line is now open.

Speaker 6

My question is, does that have any impact on integration planning or does that go ahead anyway?

Speaker 4

Hey, Doug, you have to speak up.

Speaker 13

This is John Abbott on for Doug Leggate. Apologies, I was on mute. Just one more. Just one question going back Paul's question on the difference in CapEx between 2024 and 2025. Now that's about 725,000,000 And then you talk about the $550,000,000 in synergies.

Speaker 13

So when we think about that $725,000,000 is there an addition on top of that as we sort of think into 2025, just sort of trying

Speaker 9

to reconcile the two numbers?

Speaker 4

Yes. I think the difference between the two numbers is really $550,000,000 $725,000,000 right? The combined business has less activity in $25,000,000 versus $24,000,000 which is helping, but we kind of see the 550 as more of a longer term run rate, John.

Speaker 13

Appreciate it.

Operator

Thank you. I'm showing no further questions at this time. I would now like to turn it back to Travis Stice, CEO for closing remarks.

Speaker 2

Great. Thank you. And I really appreciate everyone listening in this morning and asking questions. And if there's any follow-up, just reach out to us and we'll address them then. Thank you and you all have a great day.

Operator

This concludes today's conference call. Thank you for participating. You may now disconnect.

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