Self-Storage Portfolio X DST
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Self-Storage Portfolio X DST CONFIDENTIAL DST Interests are speculative, illiquid and involve a high degree of risk. This material is neither an offer to sell, nor the solicitation of an offer to buy any security, which can be made only by a Private Placement Memorandum (the Memorandum), dated January 17, 2020, and sold only by broker dealers and registered investment advisors authorized to do so. All potential investors must read the Memorandum, and no person may invest without acknowledging the receipt and complete review of the Memorandum. Investments are suitable for accredited investors only. Please see following page of this brochure for important disclosuers.
Summary Risk Factors An investment in the Interests of the Trust (as defined herein) involves significant risk and is suitable only for Investors who have adequate financial means, desire a relatively long-term investment and who will not need immediate liquidity for their investment and can afford to lose their entire investment. Investors must read and carefully consider the discussion set forth in the section of the Private Placement Memorandum (the Memorandum) captioned “Risk Factors.” Capitalized terms used below but not defined herein shall have the meanings set forth in the Memorandum. The risks involved with an investment in the Trust include, but are not limited to: • The Interests may be sold only to accredited investors, which, for • The costs of complying with environmental laws and other natural persons, are investors who meet certain minimum annual governmental laws and regulations may adversely affect the income or net worth thresholds. Trusts. • The Interests are being offered in reliance on an exemption from • The Loan will reduce the funds available for distribution and the registration requirements of the Securities Act of 1933, as increase the risk of loss. amended, and are not required to comply with specific disclosure • If the Trust is unable to sell or otherwise dispose of the Properties requirements that apply to registration under the Securities Act of before the maturity date of the Loan, it may be unable to repay 1933, as amended. the Loan and may have to cause a Transfer Distribution (as • The Securities and Exchange Commission has not passed upon defined herein). the merits of or given its approval to the Interests, the terms of • The Loan Agreement will contain various restrictive covenants, the offering, or the accuracy or completeness of any offering and if the Trust fails to satisfy or violates these covenants, the materials. Lender may declare the Loan in default. • The Interests are subject to legal restrictions on transfer and • Because the Loan will be cross-collateralized, an event of default resale and Investors should not assume they will be able to resell under the Loan Documents (as defined herein) may result in the their Interests. Lender initiating a foreclosure action against all of the Properties. • Investing in Interests involves risk, and Investors should be able to • Repayment of the Loan prior to the date that is three payment bear the loss of their investment. dates prior to the maturity date of the Loan will subject the Trust • Investors will have limited control over the Trust and the operation to a prepayment penalty and the Loan Documents provide for of the Properties. cash management and cash flow sweep events. • The Trustees will have limited duties to Investors and limited • The Property Manager is subject to certain conflicts of interests. authority. • There is no public market for the Interests. • There are inherent risks with real estate investments. • The Interests are not registered with the Securities and Exchange • Certain risks are inherent to the self-storage industry, such as Commission or any state securities commissions. significant occupancy rate fluctuations and relatively low capital • Investors may not realize a return on their investment for years, if requirements or other barriers to entry for competing properties. at all. • An investment in Interests will not be diversified as to the type of • The Trust is not providing any prospective Investor with separate asset, geographic location or tenant mix. legal, accounting or business advice or representation. • The Trust depends on the Master Tenant for revenue and • There are various tax risks, including the risk that an acquisition of the Master Tenant depends on the Tenants under the Rental an Interest may not qualify as a Section 1031 Exchange. Agreements, and any default by the Master Tenant or the Tenants will adversely affect the Trust’s operations. IMPORTANT NOTES The Inland name and logo are registered trademarks being used under license. Inland refers to some or all of the entities that are part of The Inland Real Estate Group of Companies, Inc., one of the nation’s largest commercial real estate and finance groups, which is comprised of independent legal entities, some of which may be affiliates, share some common ownership or have been sponsored and managed by such entities or subsidiaries thereof. Inland has been creating, developing and supporting real estate-related companies for more than 50 years. THIS OFFERING CONTAINS REGISTERED TRADEMARKS THAT ARE THE EXCLUSIVE PROPERTY OF CUBESMART, L.P. AND ITS AFFILIATES. NONE OF CUBESMART OR ITS AFFILIATES IS AN ISSUER OR UNDERWRITER OF THE INTERESTS BEING OFFERED IN THIS OFFERING, PLAYS (OR WILL PLAY) ANY ROLE IN THE OFFER OR SALE OF THE INTERESTS, OR HAS ANY RESPONSIBILITY FOR THE CREATION OR CONTENTS OF THIS OFFERING, AND CUBESMART HAS NOT ENDORSED OR RATIFIED THIS MEMORANDUM OR THIS OFFERING. IN ADDITION, CUBESMART WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY WHATSOEVER ARISING OUT OF OR RELATED TO THE SALE OR OFFER OF THE INTERESTS BEING OFFERED IN THIS OFFERING, INCLUDING ANY LIABILITY OR RESPONSIBILITY FOR ANY FINANCIAL STATEMENTS, PROJECTIONS, FORECASTS OR OTHER FINANCIAL INFORMATION OR OTHER INFORMATION CONTAINED IN THIS OFFERING OR OTHERWISE DISSEMINATED IN CONNECTION WITH THE OFFER OR SALE OF THE INTERESTS OFFERED BY THIS OFFERING. Each prospective Investor should consult with his, her or its own tax advisor regarding an investment in the Interests and the qualification of his, her or its transaction under Internal Revenue Code Section 1031 for his, her or its specific circumstances.
OFFERING HIGHLIGHTS Beneficial Interests: $49,521,477 Loan Proceeds: $66,625,000 Offering Price: $116,146,477 Minimum Purchase (1031): $100,000 Minimum Purchase (cash): $25,000 Self-Storage Portfolio X DST Portfolio of 12 Self-Storage Properties Located in Prime Michigan Markets Self-Storage Portfolio X DST, also known as the Trust, is a newly formed Delaware statutory trust (DST) and an affiliate of Inland Private Capital Corporation (IPC). The Trust owns 12 self-storage properties (each, a Property and collectively, the Properties) in the state of Michigan. In total, the Properties comprise 5,725 storage units encompassing more than 747,646 square feet. Each of the Properties will be operated as a self-storage facility under the CubeSmart® (CubeSmart) name and brand. The Trust is offering (Offering) to sell to certain qualified, accredited investors 100 percent of the beneficial interests in the Trust. The Offering is designated for accredited investors seeking to participate in a tax-deferred exchange as well as those seeking a quality, multiple-owner real estate investment. For more information, see “Summary of the Offering” and “The Offering” in the Memorandum. You should read the Memorandum, including the anticipated results of operation set forth as an exhibit thereto, in its entirety before making an investment decision. Capitalized terms used in pages 1through 12 but not defined herein shall have the meanings set forth in the Memorandum. View Self-Storage Portfolio X DST Offering Materials Online* https://inland-investments.com/self-storage-portfolio-x-dst Passcode: SSMI10 *When entering the passcode and accessing the digital kit, you will be asked to represent that: (1) you are an “accredited investor” (2) you have not been directed to this webpage by any general solicitation or general advertising; and (3) you agree to keep the contents of this Digital Investor Kit, including the Private Placement Memorandum, confidential and not to duplicate or furnish copies to any person other than your advisors. Self-Storage Portfolio X DST 1
Self-Storage Sector The self-storage sector has experienced an annual growth of 3.8 percent over the past five years, with annual U.S. revenues projected at almost $31 billion in 2019.1 With increasing demand from residential and business customers, the self-storage industry is expected to continue to blossom. Private businesses, especially small online retailers, will likely use more self-storage and mini-warehouse facilities to store business equipment, displays and inventories. Storage units are significantly less expensive than expanding their current office space, or renting retail, office or warehouse space, and they do not require long-term leases.1 Self-storage is considered by certain Wall Street analysts to be “recession resistant” based on its performance since the economic recession starting in September 2008. Demand for self-storage is driven by life events including marriage, divorce, birth, death, relocation, and the need for extra space, all of which occur regardless of economic upturns or downturns. The retirement and downsizing of baby boomers, coupled with the continued emergence of millennials, are expected to support the demand for self-storage space in the coming years. Millennials make up approximately 80 million of the population, of which slightly less than a third are non-commercial self-storage renters. This proportion is expected to continue to rise as the demographic group enters their primary income-earning years.2 Sector Highlights 9.4% of renter 3.8% annual growth households use over the past 5 years1 self-storage units3 52,000 self-storage $91.14/month average facilities in the U.S.1 consumer spending on self-storage4 1 https://www.sparefoot.com/self-storage/news/134-self-storage-industry-forecast/ 2 Marcus & Millichap. 2019 Self-Storage U.S. Investment Forecast. 3 https://www.sparefoot.com/self-storage/news/1432-self-storage-industry-statistics/ 4 https://www.boldbusiness.com/infrastructure/self-storage-industry-landscape/ 2
Investment Highlights IPC believes that an investment in the Trust offers the following potential benefits: • Self-storage has been the fastest growing commercial real estate segment over the last 40 years • The self-storage sector has experienced 3.8 percent annual revenue growth over the past five years • Self-storage facilities continue to flourish as the cost of home ownership directs many people to apartment living where storage space is limited • Businesses demand storage units for storing extra office equipment, keeping down rent costs and avoiding leases • The Properties are located across Michigan in four different metropolitan statistical areas (MSAs) • Each of the Properties has high visibility and easy accessibility to major interstates and highways • A subsidary of CubeSmart serves as the newly engaged property manager of the Properties and will begin its rebranding initiatives • CubeSmart is ranked as one of the top three owners and operators of self- storage properties in the United States5 • As of December 31,2018, CubeSmart operates approximately 1,086 self-storage facilities across 38 states and the District of Columbia • CubeSmart trades on the New York Stock Exchange as NYSE:CUBE LOAN LOAN LOAN • Long-term amortizing loan with a 10-year term and a fixed rate • Principal amortizing in years four through 10 on 30-year schedule LOAN • . aster Lease structure allows the Master Tenant to operate the Properties on M LOAN behalf of the Trust LOAN • .Enables actions to be taken that the Trust would otherwise be unable to take such as a restriction against re-leasing LOAN LOAN 5 2019 Self-Storage Almanac® Self-Storage Portfolio X DST 3
The Properties Cumulatively, the Properties offer a total of 5,725 storage units with more than 747,646 rentable square feet. All Properties have drive-up capability and certain Properties offer climate-controlled units. CubeSmart offers both climate and non-climate-controlled storage units. Approximately 50 percent of its square footage is non-climate-controlled storage, with the remaining units being climate-controlled with a temperature variance of 55 to 80 degrees. Most CubeSmart properties offer moving carts, roll-up doors and drive-up access storage units. Security features include 24-hour video recording, gated access and well-lit areas. 2019 Rentable Storage Physical 2019 5-Mile 5-Mile Average Property Square Units Occupancy 6 Population7 Household Feet Income7 Ann Arbor-Jackson Property 3870 Jackson Road 738 87,724 81.2% 128,088 $73,135 Ann Arbor, MI 48103 Ann Arbor-State Property 2333 South State Street 290 35,819 85.9% 179,369 $69,334 Ann Arbor, MI 48104 Chesterfield Property 31755 23 Mile Road 449 65,390 93.5% 75,147 $75,230 Chesterfield, MI 48047 Grand Rapids Property 1236 Ball Avenue NE 562 65,231 87.5% 101,118 $54,714 Grand Rapids, MI 49505 Kalamazoo Property 2135 Sprinkle Road 358 42,450 87.7% 110,625 $46,042 Kalamazoo, MI 49001 Lake Orion Property 1745 Waldon Road 519 87,870 91.5% 104,019 $78,113 Lake Orion, MI 48359 Lansing Property 2685 Eaton Rapids Road 219 30,125 84.9% 108,917 $48,435 Lansing, MI 48911 Novi Property 24985 Haggerty Road 513 82,085 93.8% 180,688 $89,395 Novi, MI 48375 Okemos Property 2591 Jolly Road 738 87,898 74.9% 101,118 $54,714 Okemos, MI 48864 Westland Property 39205 Ford Road 512 65,310 83.2% 245,828 $63,269 Westland, MI 48185 Wyoming Property 533 36th Street SW 442 60,094 89.8% 276,795 $53,160 Wyoming, MI 49509 Ypsilanti Property 521 Tyler Road 385 37,650 84.7% 118,937 $54,332 Ypsilanti, MI 48198 6 Physical Occupancy is reported as of January 15, 2020 and is based on rentable square feet. 7 CBRE appraisals reports. 4
Growing Michigan Markets8 Detroit-Warren-Ann Arbor Combined Statistical Area (Detroit CSA) Seven of the 12 Properties, the Ann Arbor-Jackson Property, Ann Arbor-State Property, Chesterfield Property, Lake Orion Property, Novi Property, Westland Property and Ypsilanti Property, are part of this Detroit CSA, which is located in Southeastern Michigan. The Detroit CSA has experienced slight growth in both population and number of households over the last eight years and is expected to continue to grow annually over the next five years. In general, the Detroit CSA unemployment rate has been on the decline since 2010. Manufacturing leads the local economy with 19 percent of the total employment, however, strong areas of growth are seen in financial, healthcare and technology- related industries. The University of Michigan is located in the Detroit CSA, and is the number four top employer in the Detroit area. Ford Motor Company, General Motors Corp. and FCA US LLC, also in the auto industry, round out the top three employers. The automobile industry continues to be a driving force in southeast Michigan, with automobile sales just under 17 million vehicles sold in 2019.9 Grand Rapids-Muskegon-Holland Combined Statistical Area (Grand Rapids CSA) The Grand Rapids and Wyoming Property are located in the Grand Rapids CSA. Grand Rapids is located on the Grand River about 40 miles east of Lake Michigan. The population of the Grand Rapids area exceeds one million residents and is expected to continue to increase by 0.9 percent by 2023. There are more than 540,000 employees in the Grand Rapids area with the top three industries being manufacturing, healthcare/social assistance and retail trade. The Grand Rapids area economy is heavily dependent on manufacturing, particularly automobile and furniture industries. Kalamazoo-Portage MSA The Kalamazoo Property is located in the Kalamazoo-Portage MSA, whose population is at 340,000 and population is projected to increase at 0.6 percent annually through 2024. The MSA includes a total of 173,096 employees. The top three industries in the MSA are manufacturing, healthcare/social assistance and retail trade. Lansing/East Lansing MSA The Lansing Property and the Okemos Property are located in the Lansing/East Lansing MSA, which has a population of 484,767 and is expected to continue to grow at 0.5 percent annually through 2024, adding approximately 12,000 residents. The MSA includes more than 230,000 employees. The top three industries within the area are educational services, healthcare/social assistance and manufacturing. 8 CBRE appraisals reports. 9 https://www.automobilemag.com/news/2019-u-s-auto-sales/ Self-Storage Portfolio X DST 5
Property Location Highlights and Accessibility10 The Ann Arbor-Jackson Property is located in The Grand Rapids Property is located just under five Scio Township, approximately six miles northwest miles from the Grand Rapids CBD. The area around of downtown Ann Arbor and 40 miles west from the Grand Rapids Property is dominated by single and Detroit’s Central Business District (CBD). The University multifamily residential developments. Access to the of Michigan central campus is also within six miles Grand Rapids Property is provided via Leonard Street, of the Ann Arbor-Jackson Property. Access to the which connects to Plainfield Avenue, located close to Ann Arbor-Jackson Property is provided by four- Interstate 96. lane Interstate Highway 94 traveling east-west and via US Highway 23. The immediate neighborhood The Kalamazoo Property is found on the southern experienced some recent growth through two newly border of the Kalamazoo city limits and approximately constructed medical centers, a brand-new auto five miles from the Kalamazoo CBD. The neighborhood dealership and a 100-room Hampton Inn & Suites, all primarily consists of industrial, commercial and along Jackson Road. residential developments. Pfizer, a world-renowned biopharmaceutical company, is planning to expand its The Ann Arbor-State Property is located just operations within two miles of the Kalamazoo Property, two miles south of downtown Ann Arbor and including a 98,000-square-foot warehouse next to its approximately 35 miles southwest from Detroit’s CBD. existing facility. This development is expected to bring It is also within two miles of University of Michigan’s close to 450 jobs to the area over a six-year period. central campus and has additional universities nearby. The Kalamazoo Property can be easily accessed via The Ann Arbor-State Property’s main access is via Interstate 94. Interstate 94. Much of the neighborhood’s development is along South Main Street and South State Street and The Lake Orion Property is located approximately 30 includes a 249-unit apartment complex, an 80,000 miles northeast of the Detroit CBD and is accessible square foot hotel and a 32-unit apartment project under via Interstate Highway 75, a north-south highway, two construction. miles from the Lake Orion Property. A major anchor of the area is a four-million-plus square-foot General The Chesterfield Property is located approximately Motors Orion Assembly Plant located just southeast 25 miles northeast of the Detroit CBD and is easily from the Lake Orion Property. accessible via Interstate Highway 94, connecting the Chesterfield Property with Detroit to the southwest and Port Huron to the northeast. Residential development is located throughout the neighborhood. 10 CBRE appraisal reports. 6
The Lansing Property is located in Lansing, within The Westland Property is situated approximately Delphi Charter Township and can be accessed by 20 miles west of the Detroit CBD and can be easily Interstate 96, which has an interchange less than a accessed via Interstate 275, traveling in a north-south half mile north on Eaton Rapids Road. There are a direction. The immediate neighborhood consists of couple of developments planned in the area, including commercial, industrial and residential developments a marijuana dispensary and a development near the along the primary thoroughfare of Ford Road. GM Assembly and Distribution centers. The Wyoming Property resides approximately six The Novi Property lies in the city of Novi and is miles southwest of the Grand Rapids CBD. Two major approximately 20 miles northwest of the Detroit developments, Metro Health Village and Gordon Food CBD. There are several points of access to the Novi Service Headquarters, spurred housing growth in the Property including Interstates 96, 696, 275 and area. Metro Health Village is a 170-acre mixed-use Michigan Highway 5. Interstate 96 connects to cities of commercial development. The Wyoming Property Detroit, Lansing and Grand Rapids, with the remaining can be reached via US-131, also providing access to highways providing entrance to neighboring areas. A Kalamazoo to the south and northern Michigan. 100,000-square-foot Harley Davison dealer is a recent development in the area. The Ypsilanti Property is located approximately 30 miles southwest of the Detroit CBD and five miles The Okemos Property is situated five miles southeast of the Ann Arbor CBD. The immediate southeast of East Lansing and approximately eight neighborhood consists of both residential and miles southeast of the Lansing CBD. A mixed-use commercial uses, with primary access to the Ypsilanti development is underway near the Okemos Property Property via Interstate Highway 94 and Michigan and will feature apartments, an indoor farmers Avenue, which connects the neighboring areas. market and general commercial space. Michigan State University is a primary demand generator within the Lansing area and is located northeast of the Okemos Property. Some nearby company headquarters include Jackson Life Insurance Company and Delta Dental of Michigan. The Okemos Property can be accessed via Interstate 96, a mile- ( and a half distance away. r CANADA D 1 Ann Arbor – Jackson Property 4 Grand Rapids Property 7 Lansing Property 10 Westland Property 2 Ann Arbor – State Property 5 Kalamazoo Property 8 Novi Property 11 Wyoming Property 3 Chesterfield Property 6 Lake Orion Property 9 Okemos Property 12 Ypsilanti Property Self-Storage Portfolio X DST 7
IPC’s Self-Storage Presence* 788 Units 5,725 Units WI 254 Units MI 1,630 Units 1,044 Units IL 319 Units CA KS MO KY 1,571 Units NC TN 4,432 Units 2,763 Units SC AL GA 10,079 Units MS 3,584 Units TX LA 1,635 Units 1,528 Units 17,307 Units 5,822 Units IPC’s Investment Programs Own Self-Storage Properties Across the U.S. • 122 self-storage properties • 58,481 units • More than $810 million in aggregate offering price * Data as of January 17, 2020, and inclusive of the Properties described herein. 8
A Top-Three U.S. Self-Storage Manager & Operator11 The Properties are operated under the recognized CubeSmart brand name Each of the Properties is managed by CubeSmart Asset Management, LLC, an established operator of Self-Storage properties and a subsidiary of CubeSmart, L.P., (CubeSmart), a Maryland real estate investment trust, which is a self- administered and self-managed real estate company focused on the ownership, operation, acquisition and development of self-storage facilities in the United States. CubeSmart management self-storage facilities are designed to offer affordable, easily accessible storage space for residential and commercial customers. CubeSmart’s current portfolio includes 1,086 self-storage properties nationally. CubeSmart employs more than 2,800 team members and offers service to approximately 525,000 customers. CubeSmart trades on the New York Stock Exchange under the ticker CUBE. 11 https://www.cubesmart.com/about-us/ Self-Storage Portfolio X DST 9
Anticipated Financing Although mortgage financing arrangements have yet to be finalized, it is anticipated that the Trust will obtain a mortgage loan in the original principal amount of $66,300,000 (the Loan) from KeyBank National Association, a national banking association (the Lender). The Loan is expected to have a term of 10 years and to bear interest at a fixed rate. For purposes of the Memorandum, the fixed interest rate of the Loan has been estimated at 3.92 percent per annum. The Trust will be required to make monthly, interest-only payments during the first three years of the term of the Loan and principal and interest, in a fixed amount, for the remainder of the Loan term, with principal amortizing on a 30-year schedule. The Loan will be secured by a mortgage on each of the Properties. 10
Self-Storage Portfolio X DST 11
About Inland Private Capital Corporation Inland Private Capital Corporation specializes in offering a diverse menu of Section 1031 exchange investment opportunities and defined-asset private placements throughout the United States. Formed in 2001, IPC is recognized as the industry leader in securitized 1031 exchange transactions.12 IPC is part of the Inland Real Estate Group of Companies, Inc. (Inland), one of the nation’s largest commercial real estate and finance groups with more than 50 years of experience, and a subsidiary of Inland Real Estate Investment Corporation, the sponsor for Inland’s real estate investments and income solution programs. # Market Share 1 232 $7.3 12 Sponsored Programs Billion AUM 8.01% Weighted Average Annualized Rate of Return13 AUM by Sector on Full-Cycle Programs14 1% Results by Asset Class 2% 2 % Multifamily Number of Cumulative Weighted Healthcare Programs Sales Price Avg. ARR 14% Self-Storage Multifamily 6 $236,266,108 12.63% Retail Retail 65 $632,978,911 7.10% 40% Office Office 9 $247,009,165 4.11% Student Housing Student 1 $81,721,250 10.63% 29% Housing Industrial 9% Industrial 7 $118,170,041 5.96% 3% Hospitality Healthcare 4 $59,100,000 11.23% Since IPC's inception in 2001, Inland entities, Inland employees and spouses, Inland directors, Inland officers and affiliated Inland employees have invested more than $61 million in IPC-sponsored offerings, reflecting Inland's alignment with its investors. NOTE: All data as of December 31, 2018. Past performance is not necessarily indicative of future performance. 12 Source: Mountain Dell Consulting 1031 DST/TIC Market Equity Update. Statement based on total equity raised. 13 Weighted Average Annualized Rate of Return (ARR) For each full-cycle program, the ARR is calculated as the sum of total cash flows distributed during the term of the investment program, plus any profit or loss on the initial offering price, divided by the investment period for that program. To determine the weighted average for all programs, the ARR for each program is multiplied by the capital invested in that program, divided by the total capital invested in all full-cycle programs since inception (2001). To determine the weighted average in each asset class, the ARR for each program within that asset class is multiplied by the capital invested in that program, divided by the total capital invested in all full-cycle programs within that asset class since inception (2001). For a full list of program dispositions, see “Prior Performance of IPC Affiliates” set forth in this Memorandum. 14 Full-Cycle Programs are those programs that no longer own any assets. However, in certain limited situations in which the subject property(ies) were in foreclosure, IPC has negotiated with the lenders and advanced funds to the investors to allow the investors to exchange their beneficial interest in the original program for a proportionate beneficial interest in a new program, in order to continue their Section 1031 exchanges and avoid potential capital gains and/or forgiveness of debt tax liabilities. Because such exchanges result in an investment continuation, the original programs are not considered full-cycle programs for these purposes. 12
Inland Private Capital Corporation was recognized in 2006 and 2016 for distinguished accomplishments that demonstrated commitment to excellence and service to the alternative investment industry. Private Capital Corporation Inland Private Capital Corporation 2901 Butterfield Road 2006 & 2016 Recipient Oak Brook, IL 60523 888.671.1031 SM Inland received the BBB’s prestigious award in 2009, 2014 and 2017 inlandprivatecapital.com CHICAGOLAND & NORTHERN ILLINOIS honoring businesses that exhibit ethical practices in the marketplace. 2009, 2014 & 2017 Recipient
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