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8-K - 8-K - COMMERCIAL METALS Cocmc-20200319.htm

Exhibit No. 99.1

News Release image0a431.jpg


COMMERCIAL METALS COMPANY REPORTS SECOND QUARTER FISCAL 2020 RESULTS

Gross margin increased 45% year-over-year to $217.9 million
Americas Mills segment achieved record second quarter shipment levels; International Mill shipments highest for a second quarter in 12 years
GAAP earnings per diluted share from continuing operations increased to $0.53, compared with $0.13 in the prior year
Earnings from continuing operations increased 326% year-over-year to $63.6 million
Core EBITDA increased 60% year-over-year to $145.3 million

        Irving, TX - March 19, 2020 - Commercial Metals Company (NYSE: CMC) today announced financial results for its fiscal second quarter ended February 29, 2020. Second quarter earnings from continuing operations were $63.6 million, or $0.53 per diluted share, on net sales of $1.3 billion, compared to prior year period earnings from continuing operations of $14.9 million, or $0.13 per diluted share, on net sales of $1.4 billion. Gross margin increased by 45% year-over-year, while total shipment volumes grew 2% over the same period.

Adjusted earnings from continuing operations were $63.6 million, or $0.53 per share, as detailed in the non-GAAP reconciliation on page 12. This represents an 82.8% increase compared to adjusted earnings from continuing operations of $0.29 per diluted share for the three months ended February 28, 2019.
        
        Barbara R. Smith, Chairman of the Board, President and Chief Executive Officer, commented, "Despite winter seasonality and an unusually wet February, the second quarter was strong and demonstrates our Company's enhanced earnings capability following the transformational actions of the last several years. In the quarter, we achieved the second highest adjusted EBITDA margin in our history, behind only our first quarter 2020 performance. The great results were helped by robust demand from the U.S. and Polish construction markets, which continued to support steel shipment volumes during the quarter."

        "Strong earnings and disciplined working capital management provided $107.0 million of operating cash flow during the quarter, allowing us to further de-lever our balance sheet. Our net debt-to-EBITDA ratio of 1.6x provides us great flexibility in our capital structure to pursue our growth strategies, as well as endure today's volatile environment."




(CMC Second Quarter Fiscal 2020 - Page 2)

        The Company's liquidity position as of February 29, 2020 remained strong, with cash and cash equivalents of $232.4 million and availability under the Company's credit and accounts receivable facilities of $616.6 million.

        On March 18, 2020, the board of directors of CMC declared a quarterly dividend of $0.12 per share of CMC common stock payable to stockholders of record on April 6, 2020. The dividend will be paid on April 20, 2020, and marks 222 consecutive quarterly dividend payments.

Business Segments - Fiscal Second Quarter 2020 Review
        Our Americas Recycling segment recorded adjusted EBITDA of $5.8 million for the second quarter of fiscal 2020, a decrease of 43% compared to adjusted EBITDA of $10.1 million for the prior year quarter. The reduction reflected a combination of lower average ferrous selling prices and shipping volumes compared to a year ago, down 15% and 9% respectively.

 Our Americas Mills segment recorded adjusted EBITDA of $125.7 million for the second quarter of fiscal 2020, an increase of 12% compared to adjusted EBITDA of $112.4 million for the second quarter of fiscal 2019. Volumes increased 5% compared to the prior year period, driven by strength in our construction end markets, as well as targeted merchant bar growth opportunities. Metal margins contracted by $24 per ton year-over-year, as a reduction in average selling price of $71 per ton was only partially offset by lower scrap costs. Results in the second quarter benefited from a 6% year-over-year reduction in conversion costs per ton.

        Our Americas Fabrication segment recorded adjusted EBITDA of $16.1 million for the second quarter of fiscal 2020, marking a significant improvement from an adjusted EBITDA loss of $49.6 million for the second quarter of fiscal 2019, primarily due to expanded selling price margins over rebar cost. As in prior quarters, second quarter adjusted EBITDA did not include the benefit of the purchase accounting adjustment related to amortization of the acquired unfavorable contract backlog reserve of $6.0 million. The trend of sequential increases in selling price continued during the quarter, as we shipped at an average price of $984 per ton. This represented a significant rise of $139 per ton, or 16%, compared to the prior year period. Metal margins within our backlog remained at attractive levels.

        Our International Mill segment in Poland recorded adjusted EBITDA of $13.5 million for the second quarter of fiscal 2020, compared to adjusted EBITDA of $20.5 million for the prior year quarter. Metal margins remain under pressure as a result of elevated import levels. The overhang of imported steel products in Europe is lessening, but remains a headwind to margins. Despite import challenges, shipment volumes reached their highest second quarter level in 12 years, increasing 25% on a year-over-year basis, driven by strong demand from the Polish construction sector.
        



(CMC Second Quarter Fiscal 2020 - Page 3)

        Our Corporate and Other segment recorded an adjusted EBITDA loss of $23.2 million for the second quarter of fiscal 2020 compared to an adjusted EBITDA loss of $24.1 million for the prior year quarter.

Outlook
        “We enter the summer construction season with a good fabrication backlog, solid bidding activity, and mill metal margins above past cyclical averages,” said Ms. Smith. “However, given economic uncertainties caused by the COVID-19 outbreak, as well as potential courses of action that local, state, and federal government bodies may take, we are unable to provide forward guidance at this time. In this unpredictable environment, we remain focused on factors we can control, and are positioning our Company for long-term value generation.”

Conference Call
        CMC invites you to listen to a live broadcast of its second quarter fiscal 2020 conference call today, Thursday, March 19, 2020, at 11:00 a.m. ET. Barbara Smith, Chairman of the Board of Directors, President, and Chief Executive Officer, and Paul Lawrence, Vice President and Chief Financial Officer, will host the call. The call is accessible via our website at www.cmc.com. In the event you are unable to listen to the live broadcast, the call will be archived and available for replay on our website on the next business day. Financial and statistical information presented in the broadcast are located on CMC's website under “Investors”.

About Commercial Metals Company
        Commercial Metals Company and its subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network of facilities that includes seven electric arc furnace ("EAF") mini mills, two EAF micro mills, two rerolling mills, steel fabrication and processing plants, construction-related product warehouses, and metal recycling facilities in the U.S. and Poland.

Forward-Looking Statements
        This news release contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies provided by our recent acquisitions, demand for our products, steel margins, the effect of the coronavirus ("COVID-19") and related governmental and economic responses thereto, the ability to operate our mills at full capacity, future supplies of raw materials and energy for our operations, share repurchases, legal proceedings, the undistributed earnings of our non-U.S. subsidiaries, U.S. non-residential construction activity, international trade, capital expenditures, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations and our expectations or beliefs concerning future events. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "intends," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases. There are



(CMC Second Quarter Fiscal 2020 - Page 4)

inherent risks and uncertainties in any forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements.

        Our forward-looking statements are based on management's expectations and beliefs as of the time this news release is filed with the SEC or, with respect to any document incorporated by reference, as of the time such document was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in Part I, Item 1A, Risk Factors, of the 2019 Form 10-K as well as the following: changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of our fabrication contracts due to rising commodity pricing; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; compliance with and changes in environmental laws and regulations, including increased regulation associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; potential limitations in our or our customers' abilities to access credit and non-compliance by our customers with our contracts; activity in repurchasing shares of our common stock under our repurchase program; financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate, and integrate acquisitions and the effects that acquisitions may have on our financial leverage; risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third party consents and approvals; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; impact of goodwill impairment charges; impact of long-lived asset impairment charges; currency fluctuations; global factors, including trade measures, political uncertainties and military conflicts; availability and pricing of electricity, electrodes and natural gas for mill operations; ability to hire and retain key executives and other employees; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks; risk of injury or death to employees, customers or other visitors to our operations; new and clarifying guidance with regard to interpretation of certain provisions of the Tax Cuts and Jobs Act that could impact our assessment; increased costs related to health care reform legislation; and



(CMC Second Quarter Fiscal 2020 - Page 5)

impacts from the COVID-19 on the economy, demand for our products or our operations including the responses of governmental authorities to contain the COVID-19.




(CMC Second Quarter Fiscal 2020 - Page 6)

COMMERCIAL METALS COMPANY
FINANCIAL & OPERATING STATISTICS (UNAUDITED)
 Three Months EndedSix Months Ended
(in thousands, except per ton amounts)2/29/202011/30/20198/31/20195/31/20192/28/20192/29/20202/28/2019
 Americas Recycling
Net sales$248,084  222,261  268,447  289,015  287,075  470,345  589,084  
Adjusted EBITDA$5,754  3,417  4,235  12,331  10,124  9,171  25,558  
Tons shipped (in thousands)
 Ferrous519  492  559  597  570  1,011  1,149  
 Nonferrous58  57  61  60  59  115  122  
 Total tons shipped577  549  620  657  629  1,126  1,271  
Average selling price (per ton)
 Ferrous$226  182  217  252  266  204  269  
 Nonferrous$2,044  1,983  1,998  2,047  1,998  2,014  1,990  
 Americas Mills
Net sales$732,040  768,893  824,809  866,903774,7091,500,933  1,376,562  
Adjusted EBITDA$125,691  155,025  160,832  158,114112,396280,716  226,269  
Tons shipped
     Rebar830  881  897  9137731,711  1,303  
     Merchant & Other317  325  319  323322642  639  
Total tons shipped1,147  1,206  1,216  1,2361,0952,353  1,942  
Average price (per ton)
Total selling price$606  611  645  670  677  608  677  
Cost of ferrous scrap utilized$256  226  246  284  303  238  305  
Metal margin$350  385399386374370  372  
 Americas Fabrication
Net sales$511,748  571,847  622,385  633,047  530,836  1,083,595  967,947  
Adjusted EBITDA$16,060  17,481  (13,151) (23,289) (49,578) 33,541  (86,574) 
Tons shipped (in thousands)366  413  448  469  396  779  715  
Total selling price (per ton)$984  976  963  925  845  979  856  
 International Mill
Net sales$180,079  165,389  205,461  209,365  175,198  345,468  402,222  
Adjusted EBITDA$13,451  11,359  22,666  24,120  20,537  24,810  53,316  
Tons shipped
     Rebar145  122  151  126  66  267  146  
     Merchant & Other235  216  237  250  238  451  550  
Total tons shipped380  338  388  376  304  718  696  
 Average price (per ton)
Total selling price$449  461  500  524  545  455  546  
Cost of ferrous scrap utilized$251  244  265  288  301  248  298  
Metal margin$198  217  235  236  244  207  248  






(CMC Second Quarter Fiscal 2020 - Page 7)


COMMERCIAL METALS COMPANY
BUSINESS SEGMENTS (UNAUDITED)
(in thousands)Three Months EndedSix Months Ended
Net sales2/29/202011/30/20198/31/20195/31/20192/28/20192/29/20202/28/2019
 Americas Recycling$248,084  $222,261  $268,447  $289,015  $287,075  $470,345  $589,084  
 Americas Mills732,040  768,893  824,809  866,903  774,709  1,500,933  1,376,562  
 Americas Fabrication511,748  571,847  622,385  633,047  530,836  1,083,595  967,947  
 International Mill180,079  165,389  205,461  209,365  175,198  345,468  402,222  
 Corporate and Other(330,988) (343,682) (378,097) (392,458) (365,035) (674,670) (655,690) 
Total Net Sales$1,340,963  $1,384,708  $1,543,005  $1,605,872  $1,402,783  $2,725,671  $2,680,125  
Adjusted EBITDA from continuing operations
 Americas Recycling$5,754  $3,417  $4,235  $12,331  $10,124  $9,171  $25,558  
 Americas Mills125,691  155,025  160,832  158,114  112,396  280,716  226,269  
 Americas Fabrication16,060  17,481  (13,151) (23,289) (49,578) 33,541  (86,574) 
 International Mill13,451  11,359  22,666  24,120  20,537  24,810  53,316  
 Corporate and Other(23,235) (27,477) (29,337) (27,305) (24,146) (50,712) (83,700) 





(CMC Second Quarter Fiscal 2020 - Page 8)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
Three Months EndedSix Months Ended
(in thousands, except share data)February 29, 2020February 28, 2019February 29, 2020February 28, 2019
Net sales$1,340,963  $1,402,783  $2,725,671  $2,680,125  
Costs and expenses:
Cost of goods sold1,123,096  1,252,493  2,269,610  2,370,926  
Selling, general and administrative expenses115,538  98,726  227,067  215,943  
Interest expense15,888  18,495  32,466  35,158  
1,254,522  1,369,714  2,529,143  2,622,027  
Earnings from continuing operations before income taxes 86,441  33,069  196,528  58,098  
Income taxes22,845  18,141  50,177  23,750  
Earnings from continuing operations63,596  14,928  146,351  34,348  
Earnings (loss) from discontinued operations before income taxes301  (1,075) 1,196  (618) 
Income taxes99   401  138  
Earnings (loss) from discontinued operations202  (1,078) 795  (756) 
Net earnings$63,798  $13,850  $147,146  $33,592  
Basic earnings per share*
Earnings from continuing operations$0.53  $0.13  $1.23  $0.29  
Earnings (loss) from discontinued operations—  (0.01) 0.01  (0.01) 
Net earnings$0.54  $0.12  $1.24  $0.29  
Diluted earnings per share*
Earnings from continuing operations$0.53  $0.13  $1.22  $0.29  
Earnings (loss) from discontinued operations—  (0.01) 0.01  (0.01) 
Net earnings$0.53  $0.12  $1.22  $0.28  
Average basic shares outstanding118,919,455  117,854,335  118,644,823  117,677,422  
Average diluted shares outstanding120,407,256  118,942,758  120,303,259  118,996,427  
*Earnings Per Share ("EPS") is calculated independently for each component and may not sum to Net EPS due to rounding




(CMC Second Quarter Fiscal 2020 - Page 9)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share data)February 29, 2020August 31, 2019
Assets
Current assets:
Cash and cash equivalents$232,442  $192,461  
Accounts receivable (less allowance for doubtful accounts of $8,388 and $8,403)961,694  1,016,088  
Inventories, net714,842  692,368  
Other current assets176,000  179,088  
Total current assets2,084,978  2,080,005  
Property, plant and equipment, net1,522,342  1,500,971  
Goodwill64,172  64,138  
Other noncurrent assets236,446  113,657  
Total assets$3,907,938  $3,758,771  
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$275,491  $288,005  
Accrued expenses and other payables329,920  353,786  
Acquired unfavorable contract backlog21,008  35,360  
Current maturities of long-term debt and short-term borrowings22,715  17,439  
Total current liabilities649,134  694,590  
Deferred income taxes123,726  79,290  
Other noncurrent liabilities232,450  133,620  
Long-term debt1,144,573  1,227,214  
Total liabilities2,149,883  2,134,714  
Stockholders' equity1,757,843  1,623,861  
Stockholders' equity attributable to noncontrolling interests212  196  
Total stockholders' equity1,758,055  1,624,057  
Total liabilities and stockholders' equity$3,907,938  $3,758,771  





(CMC Second Quarter Fiscal 2020 - Page 10)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 Six Months Ended
(in thousands)February 29, 2020February 28, 2019
Cash flows from (used by) operating activities:
Net earnings$147,146  $33,592  
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
Depreciation and amortization82,338  76,430  
Deferred income taxes and other long-term taxes42,142  11,705  
Stock-based compensation15,805  10,007  
Amortization of acquired unfavorable contract backlog(14,328) (34,808) 
Net gain on disposals of subsidiaries, assets and other(5,585) (1,202) 
Other1,571  (281) 
Changes in operating assets and liabilities(15,673) (80,809) 
Beneficial interest in securitized accounts receivable—  (367,521) 
Net cash flows from (used by) operating activities253,416  (352,887) 
Cash flows from (used by) investing activities:
Capital expenditures(96,592) (67,497) 
Proceeds from the sale of property, plant and equipment14,004  2,042  
Acquisitions, net of cash acquired(9,850) (700,982) 
Proceeds from insurance, sale of discontinued operations and other974  5,798  
Beneficial interest in securitized accounts receivable—  367,521  
Net cash flows used by investing activities:(91,464) (393,118) 
Cash flows from (used by) financing activities:
Proceeds from issuance of long-term debt11,299  180,000  
Repayments of long-term debt(106,880) (14,605) 
Proceeds from accounts receivable programs85,686  140,070  
Repayments under accounts receivable programs(81,314) (92,664) 
Dividends(28,480) (28,181) 
Stock issued under incentive and purchase plans, net of forfeitures(2,463) (2,856) 
Contribution from noncontrolling interests16  10  
Net cash flows from (used by) financing activities(122,136) 181,774  
Effect of exchange rate changes on cash337  (221) 
Increase (decrease) in cash, restricted cash and cash equivalents40,153  (564,452) 
Cash, restricted cash and cash equivalents at beginning of period193,729  632,615  
Cash, restricted cash and cash equivalents at end of period$233,882  $68,163  

Supplemental information:Six Months Ended
(in thousands)February 29, 2020February 28, 2019
Cash and cash equivalents$232,442  $66,742  
Restricted cash1,440  1,421  
Total cash, restricted cash and cash equivalents$233,882  $68,163  





(CMC Second Quarter Fiscal 2020 - Page 11)

COMMERCIAL METALS COMPANY
NON-GAAP FINANCIAL MEASURES (UNAUDITED)

This press release contains financial measures not derived in accordance with generally accepted accounting principles ("GAAP"). Reconciliations to the most comparable GAAP measures are provided below.
Core EBITDA from Continuing Operations is a non-GAAP financial measure. Core EBITDA from continuing operations is the sum of earnings (loss) from continuing operations before interest expense and income taxes (benefit). It also excludes recurring non-cash charges for depreciation and amortization, asset impairments and equity compensation. Core EBITDA from continuing operations also excludes certain material acquisition and integration related costs and other legal fees, amortization of acquired unfavorable contract backlog, facility closure costs and purchase accounting adjustments to inventory. Core EBITDA from continuing operations should not be considered an alternative to earnings (loss) from continuing operations or net earnings (loss), or as a better measure of liquidity than net cash flows from operating activities, as determined by GAAP. However, we believe that Core EBITDA from continuing operations provides relevant and useful information, which is often used by analysts, creditors and other interested parties in our industry as it allows: (i) comparison of our earnings to those of our competitors; (ii) a supplemental measure of our ongoing core performance; and (iii) the assessment of period-to-period performance trends. Additionally, Core EBITDA from continuing operations is the target benchmark for our annual and long-term cash incentive performance plans for management. Core EBITDA from continuing operations may be inconsistent with similar measures presented by other companies.

A reconciliation of earnings from continuing operations to Core EBITDA from continuing operations is provided below:

Three Months EndedSix Months Ended
(in thousands)2/29/202011/30/20198/31/20195/31/20192/28/20192/29/20202/28/2019
Earnings from continuing operations$63,596  $82,755  $85,880  $78,551  $14,928  146,351  34,348  
Interest expense15,888  16,578  17,702  18,513  18,495  32,466  35,158  
Income taxes22,845  27,332  16,826  29,105  18,141  50,177  23,750  
Depreciation and amortization 41,389  40,941  41,051  41,181  41,245  82,330  76,421  
Asset impairments—  530  369  15  —  530  —  
Non-cash equity compensation7,536  8,269  7,758  7,342  5,791  15,805  10,006  
Facility closure —  6,339  —  —  —  6,339  —  
Acquisition and integration related costs and other—  —  6,177  2,336  5,475  —  33,445  
Amortization of acquired unfavorable contract backlog(5,997) (8,331) (16,582) (23,394) (23,476) (14,328) (34,808) 
Purchase accounting effect on inventory—  —  —  —  10,315  —  10,315  
Core EBITDA from continuing operations$145,257  $174,413  $159,181  $153,649  $90,914  $319,670  $188,635  
*Net of interest, taxes, depreciation and amortization, impairments, and non-cash equity compensation.



(CMC Second Quarter Fiscal 2020 - Page 12)

Adjusted earnings from continuing operations is a non-GAAP financial measure that is equal to earnings (loss) from continuing operations before certain acquisition and integration related and costs and other legal expenses, facility closure costs, and purchase accounting adjustments to inventory, including the estimated income tax effects thereof. Additionally, we adjust adjusted earnings from continuing operations for the effects of the Tax Cuts and Jobs Act ("TCJA"). Adjusted earnings from continuing operations should not be considered as an alternative to earnings from continuing operations or any other performance measure derived in accordance with GAAP. However, we believe that adjusted earnings from continuing operations provides relevant and useful information to investors as it allows: (i) a supplemental measure of our ongoing core performance and (ii) the assessment of period-to-period performance trends. Management uses adjusted earnings from continuing operations to evaluate our financial performance. Adjusted earnings from continuing operations may be inconsistent with similar measures presented by other companies. Adjusted earnings from continuing operations per diluted share is defined as adjusted earnings from continuing operations on a diluted per share basis.

A reconciliation of earnings from continuing operations to adjusted earnings from continuing operations is provided below:

 Three Months EndedSix Months Ended
(in thousands)2/29/202011/30/20198/31/20195/31/20192/28/20192/29/20202/28/2019
Earnings from continuing operations$63,596  $82,755  $85,880  $78,551  $14,928  $146,351  $34,348  
Facility closure—  6,339  —  —  —  6,339  —  
Acquisition and integration related costs and other—  —  6,177  2,336  5,475  —  33,445  
Purchase accounting effect on inventory—  —  —  —  10,315  —  10,315  
Total adjustments (pre-tax)$—  $6,339  $6,177  $2,336  $15,790  $6,339  $43,760  
Tax impact
TCJA impact$—  $—  $—  $—  $7,550  $—  $7,550  
Related tax effects on adjustments—  (1,331) (1,297) (490) (3,316) (1,331) (9,190) 
Total tax impact—  (1,331) (1,297) (490) 4,234  (1,331) (1,640) 
Adjusted earnings from continuing operations$63,596  $87,763  $90,760  $80,397  $34,952  $151,359  $76,468  
Adjusted earnings from continuing operations per diluted share$0.53  $0.73  $0.76  $0.67  $0.29  $1.26  $0.64  











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        214.689.4300