CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners

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CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
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           CLUB 36
              PHASE 2

372 E TROPICANA AVE | LAS VEGAS, NV 89169
CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
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             Development Project
             Project has been recently modified from 222 -1, 2 and 3 bedroom units into two
             phases. The project will connect to the existing Club 36 Bluegreen Las Vegas
             resort however it will now be developed into a 33 unit building (Phase II) and a
             177 unit building (Phase III). Phase II will consist of 33 large upscale Presidential
             Units and Phase III will consist of 177 Two Bedroom Units. The total sellout for
             Phase II is $159 Million and the sellout of Phase III is $402 Million for a total
             sellout of $561 Million. Amenities to be developed in Phase II include a large
             50,000 gallon outdoor pool.

             Development Project Cost
                  Phase II

 PROJECT          $51.4 Million. This a also includes $11.3 Million of costs associated with
                  Phase III including Amenities and Land acquisition. $6.7 Million of these costs
                  will be offset by Bluegreen via reduced commissions or direct payment.

HIGHLIGHTS        Phase III (Separate Investment)
                  $81.1 Million for an additional 177 units to start 22 months after Phase II has
                  begun.

                  Total Phase II and III Costs
                  $132.5 Million

             TDZ C36 Investment Strategy
             $7mm invested for a 60% ownership stake in Club 36 Phase II. Investors that
             invest in Phase II will have the option to reinvest the distributions into the Phase
             III. Total investment needed for Phase III will be $10mm. After Phase II, an
             additional $12.7mm will be raised to fund Phase III. We anticipate all investors
             wanting to increase their returns by 33% and elect to roll their investment.
             Construction on Phase III will begin approximately 22 months following the start
             of Phase II.
CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
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                TDZ Leadership Stake
                $2.5mm coming from leadership staff - 25% ownership

                Developer Equity Outside of TDZ Fund
                Phase II - $9.4mm consisting of $3mm cash and $6.4mm of land plus personal
                guarantees. In addition Bluegreen will be offsetting Phase II costs of $6.7mm from
                either reduced commissions or direct payment.

                Net Development Cost

 PROJECT        $51.4mm Phase II

HIGHLIGHTS      Exit Strategy
                Liquidation of inventory through the sale of timeshare intervals conducted by
  (Continued)   Bluegreen Vacations. Total sellout of the Phase II Inventory by Bluegreen will yield
                $398mm in cash creating $47mm in free cashflow to the partners over a 12 year
                period.

                Total sellout of Phase III Inventory by Bluegreen will yield $888mm in cash creating
                $107mm in free cashflow to the partners over a 12 year period.

                Property Management
                Bluegreen Resorts at sell-out

                Ochoa Development and TDZ Fund Auditor
                Withum
CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
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                Experienced Project Sponsorship
                Ochoa Development (Slide 16)
                A. Extensive experience managing construction and conversion projects
                B. Currently developing over $200mm in timeshare and existing
                   partnership with Bluegreen
                C. Completed developments of over $1B worth of assets

                TDZ Fund
                A. Currently developing $45mm project in Central Florida
                B. Leadership team with experience managing over $200mm in timeshare
                   sales annually
                C. Development and sellout of over $2B in timeshare projects

 PROJECT
HIGHLIGHTS      Risk Mitigation
                • The Developer will be entering into construction contracts with the
  (Continued)     build-out and carry all liabilities for such. The Ledcor will be the GC
                  and they also were the GC on Phase I. Ledcor has also done several
                  other projects for Mike Ochoa including Big Bear Resort.
                • Zurich American Insurance Company/Fidelity and Deposit Company
                  of Maryland will be underwriting a surety bond on behalf of the
                  construction company.
                • The sponsor has received an acquisition and development loan for
                  $90mm however this is being revised for the two phase approach.
                  Western Alliance will instead provide a $30mm construction loan
                  commitment of Phase II and a $60mm construction loan
                  commitment for Phase III.
                • The development of the Project into two phases reduces the project
                  market risk. In the event there is unforeseen downturn in the
                  market, the completion and sellout of Phase II will still provide a
                  return and profit of the investors capital.
CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
DEVELOPMENT                    5

                              PROJECT
                              OVERVIEW
                              TDZ Partners will purchase 60% of the Club 36 Phase II, LLC. (the
                              Partnership) led by Mike Ochoa, the developer. The purpose of the Club
                              36 Phase II LLC. is to complete the development of Phase II of Club 36
                              (now phase II and III) Las Vegas Resort on behalf of Bluegreen
                              Corporation. Bluegreen Corporation (BXG) is a multi-site real estate
                              Vacation Club with a corporate office in Boca Raton, Florida. Phase II of
                              the project will add 33 upscale Presidential condominiums consisting of 3
                              bedroom units. In addition, phase II of the development will incorporate a
                              large outdoor pool amenity. Phase III consisting of 177 Two Bedroom
                              units will be developed and completed in conjunction with the sellout of
                              Phase II.

                              Over a 12 year period, the Phase II Partnership will create $398mm in
                              revenues. Those revenues are derived from 2 areas primarily but not
                              exclusivity (1) Cash Sale and Receivable Draws from the sale of Condo
                              Intervals $194mm (2) Principal and Interest payments by consumers
But what plays the mischief   originated by Bluegreen on the Partnership’s behalf $163mm. After all
with this masterly.           expenses related to the project are paid the Partnership will recognize a
                              net cash flow of $47mm over the 12 year life of the deal. TDZ will own
                              60% of that $47mm cash flow.
CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
DEVELOPMENT                     6

                              PROJECT
                              OVERVIEW Further Details
                              As part of this strategy, Ochoa will be executing a construction line of
                              approximately $30mm USD for Phase II and $60mm Receivables Facility
                              to support Phase II sales. Mike Ochoa and his entities will be the personal
                              guarantor on both of these lines and TDZ Fund will not bear any liability
                              as it relates to such loan agreements. In exchange for committing to the
                              risks related to developing the raw land, Bluegreen will enter a fixed fee
                              Sales and Marketing contract with Ochoa ensuring that costs do not rise
                              above 69%. Bluegreen will be compensated a 65% sales commission with
                              the additional ability to earn 4% if contractual obligations are met.

                              Total sell-out of Phase II totaling $159mm ($35mm in additional sales for
                              defaults) will take place over 32 months.

                              Total Project sell-out for Phase II and III will be $561mm once both
                              phases (210 total condos) are sold to their completion. In addition to
                              project sell-out, Bluegreen has contracted to re-sell the default inventory.
But what plays the mischief   Based on the default rates, the cash flow projections show an additional
with this masterly.           $100mm of resales that take place after the original inventory sellout.
                              That benefit to the partnership on these resales is that there is no cost of
                              product since the project costs and debt have been paid for.
                              Consequently 31% or $31mm flows to the partnership.
CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
TDZ Club 36 Phase II – Las Vegas, NV                                                                                 INVESTMENT STRATEGY                              7

PROPERTY
Club 36 Phase II - New construction of 33 Presidential Two- and Three-Bedroom Timeshare Condominium Units (Phase II) and 177 One- and Two-Bedroom
units (Phase III). It will be built next to Bluegreen’s Club 36 Phase I. The buildings will connect via an enclosed walkway bridge. Phase I is a 472 unit timeshare
project that Bluegreen completed in 2007 and is currently sold out with the exception of units used for sales and marketing purposes.

This Resort is located at 372 Tropicana Ave, Las Vegas, NV. It is situated within a close proximity to the MGM Grand and City Center and other popular gaming
destinations on the Las Vegas Strip.

In addition to timeshare units, the proposed building (Phase 2) will feature a reception/front desk and lobby area, and a large outdoor pool amenity and pool
bar. Amenities and facilities currently onsite within Phase 1 include an indoor pool, outdoor sundeck, a spa, a fitness room, an Internet station, and a shopping
plaza which includes Einstein Bros. Bagels, Subway, Vegas Best Pizza, ABC Stores, Super Liquor, Tequila Restaurante, and STARBUZZ Vegas Hookah Lounge.

PRICING
This Project will be sold as deeded ownership with a points based use system operated by Bluegreen Resorts. Timeshare interest sold in resorts that are part of
the Bluegreen multi-site timeshare plan entitle the buyer to use Bluegreen resort accommodations in the plan through an annual or biennial allotment of
“vacation points,” which represent their ownership and beneficial use rights in perpetuity in the Bluegreen Vacation Club (supported by an underlying deeded
timeshare interest held in trust for the buyer). Owners in the Bluegreen Vacation Club may stay in any of Bluegreen’s club resorts, as well as club associated
resorts (not developed or managed by Bluegreen), or take advantage of an exchange program offered by a third-party worldwide vacation ownership exchange
network (RCI) of over 4,500 resorts. Using the current average price per point of 2 cents per point, the 33 units are projected to have a sellout of $159mm. In
addition, default sales from the receivable portfolio will add an additional $30mm in sales for a total Phase II sellout of $189mm.

        But what plays the mischief
Total Phase II project costs are equal to $51mm. The costs to sellout are equal to 23%. The developer retainage (after paying Bluegreen sales and marketing
        with this masterly.
commission) is 31%. The gross profit on the sellout to Club 36 Phase II LLC is 8% or $15mm. This is before financing income on the portfolio. The net interest
income on the notes receivable portfolio after repaying hypothecation loan is $32mm.
CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
TDZ Club 36 – Las Vegas, NV                  INVESTMENT STRATEGY   8

Phase II - CAPITALIZATION SOURCES & USES

SOURCES:
Equity
Land Purchase             $6,400,000
Developer Cash Ochoa      $3,000,000
Cash Equity Investor      $7,000,000
Total Equity             $16,400,000   32%

Debt
Construction Loan        $35,000,000   68%

TOTAL SOURCES            $51,400,000

USES:

Phase II Project Costs   $51,400,000
CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
INVESTMENT STRATEGY              10

       TDZ Investment Return on Capital Projection – Phase II
                         Distributions for $7 Million Investment
Year     Pref Earned       Pref Paid        Distributions    Total Payments     Cumulative Payments
 1            $560,000                 $0            $0.00              $0.00                 $0.00

 2            $560,000          $280,000             $0.00           $280,000              $280,000

 3            $560,000          $560,000             $0.00           $560,000              $840,000

 4             $93,333          $933,333       $10,677,998        $11,611,331           $12,451,331

 5                                              $2,663,401         $2,663,401           $15,114,732

 6                                              $2,607,898         $2,607,898           $17,722,630

 7                                              $2,654,577         $2,654,577           $20,377,207

 8                                              $2,510,494         $2,510,494           $22,887,701

 9                                              $2,230,941         $2,230,941           $25,118,642

10                                              $1,726,836         $1,726,836           $26,845,477

11                                              $1,024,241         $1,024,241           $27,869,718

12                                               $431,884            $431,884           $28,301,602

13                                                $33,833             $33,833           $28,335,435
CLUB 36 PHASE 2 372 E TROPICANA AVE | LAS VEGAS, NV 89169 - TDZ Capital Partners
INVESTMENT STRATEGY              11

       Investment Return on Capital Projection – Phase II
                       Distributions for $1 Million Investment
Year   Pref Earned       Pref Paid       Distributions    Total Payments     Cumulative Payments
 1           $80,000             $0.00            $0.00              $0.00                 $0.00

 2           $80,000           $40,000            $0.00            $40,000               $40,000

 3           $80,000           $80,000            $0.00            $80,000              $120,000

 4           $13,333          $133,333       $1,525,428         $1,658,762            $1,778,762

 5                                            $380,486            $380,486            $2,159,247

 6                                            $372,557            $372,557            $2,531,804

 7                                            $379,225            $379,225            $2,911,030

 8                                            $358,642            $358,642            $3,269,672

 9                                            $318,706            $318,706            $3,588,377

10                                            $246,691            $246,691            $3,835,068

11                                            $146,320            $146,320            $3,981,388

12                                             $61,698             $61,698            $4,043,086

13                                              $4,833              $4,833            $4,047,919
INVESTMENT STRATEGY    12

                      Investment Breakdowns

                PHASE II                                 PHASE III
Cash Invested                            Cash Invested
Ochoa           $3,000,000    30%        Ochoa           $4,000,000    30%
TDZ             $7,000,000    70%        TDZ             $10,000,000   70%
Total Cash      $10,000,000   100%       Total Cash      $14,000,000   100%

Ownership                                Ownership
Ochoa           40%                      Ochoa           35%
TDZ             60%                      TDZ             65%

Returns                       Multiple   Returns                       Multiple
Ochoa           $18,668,068   6.2        Ochoa           $37,000,000   9.3
TDZ             $28,335,435   4.0        TDZ             $70,000,000   7.0

IRR                                      IRR
Ochoa           41%                      Ochoa           54%
TDZ             30%                      TDZ             46%
TDZ FUND LEADERSHIP TEAM                                                           INVESTMENT STRATEGY               13

Thomas J. Del Zoppo                                         Alex J. Hodges
Mr. Del Zoppo has 30 years of Capital Markets, Trading      Mr. Hodges has served as the CSO of Capital Resorts
and Sales experience.                                       since 2013 after a fifteen-year career with
                                                            Bluegreen Vacation Club. At Bluegreen, Alex
Thomas started his career as an analyst at Goldman          oversaw different regional timeshare sales and
Sachs. He held executive roles at HSBC, CITI Bank           marketing business units which annually represented
Global Markets, JP Morgan Securities, and Lazard            more than$150 million in sales. Prior to
Freres. Thomas’ most recent tenure included serving as      Bluegreen, Alex owned and operated Marketing
Director of Global Sales Trading for Raymond James          organizations that supplied 20,000 prospects a year to
where he specialized in underperforming international       developers in Branson, Missouri. Since joining
accounts to better leverage the firm’s global               Capital Resorts, Alex has streamlined the company’s
platforms.                                                  sales and marketing processes, improved sales
                                                            efficiencies and helped Capital Resorts open new sales
                                                            locations and resorts.
Mr. Del Zoppo consults with numerous organizations
related to Global, Regional, and Local Economic impact of
geo-political issues, weather, currency shifts, and other
worldwide events.

Mr. Del Zoppo received his B.A. Economics degree at
Columbia University.
BLUEGREEN VACATIONS                                                                                          OCHOA – THE DEVELOPER                               14

The Club at Big Bear Village Big Bear, California
In 2015, Ochoa Development formed BBV Phase I LLC for the purpose of developing The Club at Big Bear Village located in Big Bear CA.

This project cost $9,300,000 to complete and was built over a 12 month period. It was financed with a $6,400,000 construction loan from Western Alliance
Bank and a $18,000,000 receivable hypothecation loan.

A total of $2,500,000 of equity was contributed by Ochoa Development and a $400,000 subordinated land loan from Bluegreen completed the total
capitalization.

The 20 timeshare units originally were forecast for a 24 month sellout for $40,000,000. The sales were to commence following a 12 month construction period
for a total timeframe of construction to sellout of 36 month.

Bluegreen commenced sales on July 2, 2016. Total sales for 2016 totaled $22,000,000 which was equal to an average of $4.4 million per month and
substantially ahead of the projected sales pace of $1.6 million per month.

 The project reached sellout of the original 20-unit inventory in June 2017. Total sales in the first 6 months of 2017 were equal to $19,600,000 which brought
the 12 month sales total equal to $41,600,000 and 1 year ahead of the original schedule.

$3,300,000 total cash payments to date from sellout to BBV Phase I LLC. Additional payments to be generated from $15,000,000 notes receivable portfolio
with an average WAC of 16% and a WAM of 72 months. Return to date on equity is equal to 32%. Total expected net cash income from portfolio equal to
$8,200,000 after factoring in defaults and inventory recovery.

                                                       12%                                      18%                                       2X
     Targeted Returns                               Average Net                               Average Net                          Average Leveraged
                                                 Cash-on-Cash Yields                         Leveraged IRR                          Equity Multiple
        But what plays the mischief
        with this masterly.
     Realized Returns                                  68%                                      36%                                     1.36X
  to Date – Year 2 of 10                            Average Net                               Average Net                          Average Leveraged
       Year Project                              Cash-on-Cash Yields                         Leveraged IRR                          Equity Multiple
15

Michael Ochoa – Ochoa Development Corporation
Ochoa Development (“Ochoa”) was established in 1999 for      In December 2003 Michael moved to Las Vegas and
real estate investment and development. Ochoa is financing   focused his passion to the Las Vegas marketplace where he
projects using a combination of investor equity and Ochoa    developed land and commercial property.
equity. Michael Ochoa is the sponsor for all debt under
construction loans.                                          Over the past 37 years Michael has founded and managed
                                                             Ochoa Construction, Ochoa Development, Westwood
Since 1981 Michael has owned and operated his own            Development      and   Laguna    Associates.   Ochoa    owns,
companies.    His     construction   company   earned   an   develops and trades, residential, self-storage, office, skilled
exceptional track record performing numerous multi-million   nursing, assisted living, memory care, time share and retail
dollar complex, high-visibility contracts for high profile   strip centers.
clients such as; Disney Theme Park, Disneyland Hotel &
Resort, Richfield, Trammell Crow, Cushman Wakefield,         Ochoa is the Development Partner for Plum Healthcare
Arden Realty, Hyatt, Irvine Company, Wal-Mart, Limited       based in San Marcos, CA. Plum operates over 65 facilities in
Corporation, Edwards Cinemas, CBRE, Hines Properties,        the Western US. Plum’s annual revenue is $850 million.
AMPCO, DivcoWest Group, Marriott, State of California,       Ochoa is also a Development Partner of Bluegreen
The Millennium Group, Westfield Corporation, Prudential,     Vacations which operates 67 resorts in the US and
J.P. Morgan, CitiBank and Insignia/ESG.                      Caribbean. Bluegreen’s annual sales are $700 million.

From 1990 to 2002 Ochoa Construction was based in the
prestigious Century Plaza Towers located in Los Angeles,
California.
OCHOA – THE DEVELOPER                  16

Ochoa Existing Projects
The following is a list of current Ochoa (new development ground up projects)
that Ochoa owns, manages and has financed and/or is financing:

     Canyon Vista Post-Acute               Las Vegas, NV                  120 bed SNF / 70,000 SF        20 year lease / Plum
 Coronado Heights AL & Memory              Las Vegas, NV                  123 bed AL / 75,000 SF         20 year lease / Plum
      Sage Creek Post-Acute                Las Vegas, NV                  60 bed SNF / 40,000 SF         20 year lease / Plum
      Centennial Post-Acute                Las Vegas, NV                  72 bed SNF / 46,000 SF         30 year lease / Plum
       Sunrise Post-Acute                  Las Vegas, NV                  83 bed SNF / 62,000 SF         30 year lease / Plum
     Northtowne Post-Acute                   Reno, NV                     60 bed SNF / 40,000 SF         30 year lease / Plum
  Mountain View AL & Memory                  Reno, NV                     114 bed AL / 69,000 SF              35% CD’s
    Walnut Creek Post-Acute               Walnut Creek, CA                   59 bed / 42,000 SF            100% Drawings
     Santa Rosa Post-Acute                 Santa Rosa, CA                    59 bed / 42,000 SF             80% Drawings
    Northtowne Commercial                    Reno, NV                  Limited Service Hotel / C Store     Concept Design
       Eastern Self Storage                Henderson, NV                         62,000 SF                Extra Space Mgmt.
     Centennial Self Storage               Las Vegas, NV                         76,000 SF                     40% CD
     Big Bear Village Phase I             Big Bear Lake, CA             20 unit - 40 bed / 28,000 SF     Bluegreen Timeshare
     Big Bear Village Phase II            Big Bear Lake, CA             59 unit - 145 bed / 67,000 SF    Bluegreen Timeshare
         Club 36 Phase II                  Las Vegas, NV              222 unit – 441 beds / 325,000 SF   Bluegreen Timeshare
LIQUIDATION   17

BLUEGREEN
CORPORATION
Founded in 1966, Bluegreen Vacations Unlimited, Inc., (Bluegreen
Vacations), a wholly owned subsidiary of Bluegreen Corporation, manages
and markets the Bluegreen Vacation Club ®, a flexible, points-based,
deeded vacation ownership program that connects over 212,000 owners
with 67 Club and Club Associate Resorts and access to more than 11,000
other hotels and resorts through partnerships and exchange networks.

Bluegreen Vacations Corporation (NYSE:BXG) a leader in the vacation
ownership industry and wholly owned subsidiary of BBX Capital
Corporation (NYSE:BBX), offers a portfolio of comprehensive, turnkey,
fee-based service resort management, financial services, and sales and
marketing services on behalf of third parties.

BXG uses partners throughout the US and the Caribbean to develop
products on their behalf to solve short and long term balance sheet issues
associated with marketing and sale of timeshare intervals in their Real-
estate club.
       But what plays the mischief
       with this masterly.
Their more than 4,500 associates are committed to not only providing the
best vacation experiences possible, but also to leaving a positive impact
on the communities in which we live and do business through advocacy
and action.
LIQUIDATION   18

          PROJECT DUE DILIGENCE & MILESTONES

Conceptual Design Phase       January 31, 2018

Schematic Design Phase        February 26, 2018

Design Development Phase      April 23, 2018

Construction Doc Phase        June 11, 2018

Bluegreen Pre-Sales Begin     November 1, 2019

Temp Cert of Occupancy        February 21, 2020

Turnover Date to Developer    February 21, 2020

Sales Start Date              February 24, 2020

Ready for Guest Occupancy     February 24, 2020

Bluegreen Completes Sellout   December 2023 (Original Inventory)
19

 Project
Location
20

              Future UNLV Development

Project Location
SUBJECT PHASE 2
                                      21

                       ▼

                   EXISTING PHASE 1

EXISTING PHASE 1
22

   Club 36 Phase 2
Project Renderings
23
24
25
26
27
28
29
30
LEGAL                                                             31

INVESTING IN THE TDZ FUND INVOLVES A HIGH DEGREE OF RISK AND IS
SPECULATIVE. YOU SHOULD PURCHASE A MEMBERSHIP INTEREST
ONLY IF YOU HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT AND
CAN AFFORD A TOTAL LOSS OF YOUR INVESTMENT.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
THIS INVESTMENT OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THIS PRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE MEMBERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE
BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS PROVIDED BY THOSE LAWS.

YOU ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRESENTATION
OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS, WHETHER
WRITTEN OR ORAL, FROM TDZ FUND OR ANY PERSON ASSOCIATED
WITH THE OFFERING AS LEGAL, TAX OR INVESTMENT ADVICE. EACH
PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN
PERSONAL LEGAL COUNSEL, TAX ADVISOR, AND BUSINESS ADVISOR AS
TO LEGAL, TAX, ECONOMIC AND RELATED MATTERS CONCERNING THIS
INVESTMENT AND ITS SUITABILITY.
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