SOBIESKI BANCORP INC
10QSB, 2000-11-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________________________


FORM 10-QSB


[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 0-25518

SOBIESKI BANCORP, INC.
(Exact name of small business issuer as specified in its charter)

           Delaware                                                                        35-1942803_________
(State or other jurisdiction of                                                (IRS Employer Identification No.)
incorporation or organization)

2930 W. Cleveland Road, South Bend, Indiana                                    46628
(Address of principal executive offices)                                              (Zip Code)

Issuer's telephone number, including area code:                                   (219) 271-8300

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes[X] No [ ]

 

As of November 8, 2000, there were 704,662 shares of the registrant's common stock issued and outstanding.

 

 

SOBIESKI BANCORP, INC.
AND SUBSIDIARY

INDEX

Page
Number

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Condensed Consolidated Statements of Financial Condition

1

Condensed Consolidated Statements of Income

2

Condensed Consolidated Statements of Comprehensive Income

3

Condensed Consolidated Statements of Cash Flows

4

Notes to Condensed Consolidated Financial Statements

5-7

Item 2. Management's Discussion and Analysis of Financial Condition

 

and Results of Operations

8-11

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

12

Item 2. Changes in Securities

12

Item 3. Defaults Upon Senior Securities

12

Item 4. Submission of Matters to a Vote of Security Holders

12

Item 5. Other Information

12

Item 6. Exhibits and Reports on Form 8-K

12

   

SIGNATURES

13

   

Financial Data Schedule

14

 

PART I. Financial Information

Item 1. Financial Statements
Sobieski Bancorp, Inc. And Subsidiary
Condensed Consolidated Statements Of Financial Condition
September 30, 2000 and June 30, 2000

                                                                                       September 30,         June 30,  

                              ASSETS                                                      2000                2000   

                                                                              (Unaudited)                       

Cash and due from banks

$ 2,446,628

$ 2,049,769

Interest-bearing deposits in other financial institutions

2,446,560

688,291

Total cash and cash equivalents

4,893,188

2,738,060

Securities available for sale

5,516,409

5,621,083

Securities held to maturity (fair value of
$4,524,020 and $4,614,324, respectively)


4,624,637


4,756,547

Loans, net of allowance for loan losses of $375,000
and $395,000, respectively


94,101,411


93,280,665

Federal Home Loan Bank stock, at cost

1,499,800

1,499,800

Accrued interest receivable

665,442

589,198

Property and equipment, net

1,852,585

1,868,802

Other assets

443,990

478,942

Total assets

$ 113,597,462

$ 110,833,097

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

Deposits

$ 75,291,852

$ 73,928,167

Federal funds purchased

-0-

1,400,000

Federal Home Loan Bank advances

23,500,000

21,500,000

Advances from borrowers for taxes and insurance

643,974

337,294

Accrued interest payable

574,057

388,354

Accrued expenses and other liabilities

712,147

463,675

Total liabilities

$ 100,722,030

$ 98,017,490

 

Stockholders' equity:

Preferred stock, $.01 par value: 500,000 shares authorized;

none issued - -

Common stock, $.01 par value: 3,500,000 shares
authorized; 966,000 shares issued; 704,662 and 705,062
shares outstanding, respectively



9,660



9,660

Additional paid-in capital

9,250,540

9,252,680

Retained earnings, substantially restricted

7,905,481

7,812,384

Accumulated other comprehensive income (loss)

(64,450)

(100,744)

Treasury stock; at cost, 261,338 and 260,938 shares, respectively

(3,606,582)

(3,621,842)

Unearned Recognition and Retention Plan (RRP) shares;
18,446 and 12,491 shares, respectively


(256,124)


(173,438)

Unallocated Employee Stock Ownership Plan (ESOP) shares;
36,309 and 36,309 shares, respectively

(363,093)

(363,093)

Total stockholders' equity

12,875,432

12,815,607

 

Total liabilities and stockholders' equity

$ 113,597,462

$ 110,833,097

See accompanying notes to condensed consolidated financial statements.

 

1

 

 

Sobieski Bancorp, Inc. And Subsidiary

Condensed Consolidated Statements Of Income

for the three months ended September 30, 2000 and 1999

 

                                                                                           Three Months           
                                                                                      Ended September 30,       

2000

 

1999

                                                                                             (Unaudited)                  

Interest Income:

     

Loans

$ 1,838,550

 

$ 1,740,748

Securities - taxable

186,357

 

167,407

Interest bearing deposits

46,523

 

9,980

Securities - tax exempt

11,009

 

7,694

Total interest income

2,082,439

 

1,925,829

Interest expense:

Interest on deposits

933,080

 

761,049

Interest on borrowings

376,959

 

345,175

Total interest expense

1,310,039

 

1,106,224

Net interest income

772,400

 

819,605

Provision for loan losses

15,000

35,000

Net interest income after provision
for loan losses


757,400


784,605

Noninterest income:

Fees and service charges

52,840

 

47,002

Other income

833

 

47

Total noninterest income

53,673

 

47,049

Noninterest expenses:

Compensation and benefits

327,180

 

287,792

Occupancy and equipment

72,754

 

87,267

Federal deposit insurance premiums

9,578

9,829

Advertising and promotion

13,331

 

8,958

Service bureau expense

39,727

 

34,606

Other operating expenses

103,749

 

116,618

Total noninterest expenses

566,319

 

545,070

Income before income taxes

244,754

 

286,584

Provision for income taxes

96,763

 

118,200

Net income

$ 147,991

 

$ 168,384

Basic earnings per common share

$ 0.23

 

$ 0.25

Diluted earnings per common share

$ 0.23

 

$ 0.25

Dividends declared per common share

$ 0.08

 

$ 0.08

See accompanying notes to condensed consolidated financial statements.

2

 

 

 

Sobieski Bancorp, Inc. And Subsidiary

Condensed Consolidated Statements Of Comprehensive Income

for the three months ended September 30, 2000 and 1999

 

                                                                                           Three Months                  
                                                                                     
Ended September 30,        

2000

 

1999

                                                                                            (Unaudited)                   

Net Income

$ 147,991

 

$ 168,384

Other comprehensive income,

     

net of tax:

     

Unrealized appreciation
(depreciation) on

     

available for sale securities

36,294

 

(12,580)

       

Total comprehensive income

$ 184,285

 

$ 155,804

 

See accompanying notes to condensed consolidated financial statements.

3

Sobieski Bancorp, Inc. And Subsidiary

Condensed Consolidated Statements Of Cash Flows

for the three months ended September 30, 2000 and 1999                               Three Months

                                                                                                Ended September 30,

                                                                                            2000                    1999_

                                                                                                       (Unaudited)            

Cash flows from operating activities:

Net income

$ 147,991

$ 168,384

Adjustments to reconcile net income to net cash

from operating activities:

Depreciation

28,376

27,166

Provision for loan losses

15,000

35,000

Deferred income taxes

8,178

(3,023)

ESOP expense

18,844

22,755

RRP expense

23,615

16,375

Amortization of premiums and accretion of discounts, net

13,534

27,480

Net change in

   

Accrued interest receivable

(76,244)

(44,452)

Other assets

14,885

46,406

Accrued interest payable

185,703

57,207

Accrued expenses and other liabilities

225,326

75,113

Net cash from operating activities

605,208

428,411

Cash flows from investing activities

   

Principal reductions of securities

6,489

-

Purchase of securities

-

(9,884)

Principal reductions of mortgage-backed securities

264,744

460,573

Net increase in loans

(835,746)

(5,845,933)

Purchase of property and equipment, net

(12,159)

(59,984)

 

___________

____________

Net cash from investing activities

( 576,672)

(5,455,228)

Cash flows from financing activities

Net change in deposits

1,363,685

4,583,752

Increase in advances from borrowers

for taxes and insurance

306,680

329,291

Net change in federal funds purchased

(1,400,000)

750,000

Proceeds from Federal Home Loan Bank advances

3,000,000

-

Federal Home Loan Bank payments

(1,000,000)

-

Purchase of treasury stock

(88,879)

(54,724)

Cash dividends paid .

(54,894)

(58,139)

Net cash from financing activities

2,126,592

5,550,180

Net change in cash and cash equivalents

2,155,128

523,363

Cash and cash equivalents at beginning of period

2,738,060

939,604

Cash and cash equivalents at end of period

$ 4,893,188

$ 1,462,967

 

See accompanying notes to condensed consolidated financial statements.

4

Sobieski Bancorp, Inc. And Subsidiary
Notes To Condensed Consolidated Financial Statements

A.        GENERAL.

The accompanying condensed consolidated financial statements include the accounts of Sobieski Bancorp, Inc. (collectively and individually referred to as the "Company") and its wholly owned subsidiary, Sobieski Federal Savings and Loan Association of South Bend (the "Association").

The condensed consolidated financial statements included herein have been prepared by the registrant pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company's consolidated financial position, results of operations and cash flows for the periods presented. The consolidated results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements included in the Company's Annual Report on Form 10-KSB for the year ended June 30, 2000.

The Company cautions that any forward looking statements contained in this report, in a report incorporated by reference to this report or made by management of the Company involve risks and uncertainties and are subject to change based on various factors. Actual results could differ materially from those expressed or implied. See "Forward-Looking Statements" in Item 2 of this report.

5

 

Sobieski Bancorp, Inc. And Subsidiary
Notes To Condensed Consolidated Financial Statements, Continued

C.        ACCOUNTING POLICIES.

          Securities

Securities that may be sold as part of the Association's asset/liability or liquidity management or in response to or in anticipation of changes in interest rates and resulting prepayment risk, or for other similar factors, are classified as available-for-sale and carried at fair market value. Unrealized holding gains and losses on securities classified as available-for-sale are reported net of related deferred income taxes as a separate component of stockholders' equity. Securities that the Association has the ability and positive intent to hold to maturity are classified as held-to-maturity and carried at amortized cost. Trading securities are carried at fair market value with unrealized holding gains and losses included in earnings. Gains and losses on all securities transactions are recognized when sold as determined by the identified certificate method. The Association had no trading securities at September 30, 2000.

          Allowance For Loan Losses

The allowance for loan losses is established through a provision for loan losses based on management's evaluation of the risks inherent in the Company's loan portfolio and changes in the nature and volume of its loan activity, including those loans which are being specifically monitored by management. Such evaluation, which includes a review of loans for which full collectibility may not be reasonably assured, considers among other matters, loan classification, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience, the amount of loans outstanding and other factors that warrant recognition in providing for an adequate allowance for loan losses. A significant factor considered in the Company's allowance is low level of loans other than one-to-four family real estate loans. The Company's allowance for loan losses and non-accrual loans at September 30, 2000 aggregated $375,000 and $1,151,000, respectively.

          Earnings Per Common Share

Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding. For the three-month period ended September 30, 2000, the weighted average number of common shares used in the computation of basic earnings per share was 646,176. The weighted average number of common shares for the same period in 1999 was 669,922.

6

 

Sobieski Bancorp, Inc. and Subsidiary
Notes to Condensed Consolidated Financial Statements, Concluded

 

 

Diluted earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding plus the dilutive effect of outstanding stock options and nonvested shares awarded under the RRP. For the three month period ended September 30, 2000, the weighted average number of common shares used in the computation of diluted earnings per share was 646,176. The weighted average number of common shares for the same period in 1999 was 671,704.

The Company accounts for the shares of common stock acquired by its Employee Stock Ownership Plan ("ESOP") and the restricted shares awarded under its Recognition and Retention Plan ("RRP") in accordance with the American Institute of Certified Public Accountants Statement of Position 93-6, "Employers' Accounting For Employee Stock Ownership Plans", which prescribes that shares held by the ESOP and the restricted shares awarded under the RRP are not considered in the weighted average number of shares outstanding until such shares are released for allocation to an ESOP participant's individual account or vested, in the case of the RRP.

 

 

          Non-Qualified Supplemental Benefit Plans

Effective July 1, 1998, Sobieski established supplemental retirement plans for its directors and certain of its officers. These plans generally provide for the payment of supplemental retirement benefits over a period of ten (10) years, beginning with the later of (a) the officer's or director's attainment of a specified retirement age; or (b) upon termination of the officer's employment or the director's termination as a member of the Board of Directors subject to certain vesting conditions with payments to be made at the specified retirement age. Sobieski has established a liability in the amount of the present value of vested officer and director benefits under these plans. Sobieski also maintains life insurance contracts on the officers and directors. Compensation expense associated with these supplemental retirement plans aggregated $17,600 and $13,000 for the three month period ended September 30, 2000, and 1999, respectively.

7

 

Item 2. Management's Discussion And Analysis of Financial
Condition And Results of Operations

Forward-Looking Statements

When used in this Form 10-QSB and in future filings by the Company with the SEC, in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project", "believe" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including, among other things, changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors noted above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from those anticipated or projected.

The Company does not undertake and specifically disclaims any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Financial Condition

The Company's total assets increased $2.8 million during the three months ended September 30, 2000, to $113.6 million from $110.8 million at June 30, 2000. This increase was mainly due to increases in cash and cash equivalents of $2.2 million and $0.8 million of net loans, partially offset by a decrease of $0.2 million in the securities portfolio. The increase in loans was principally in home equity and other non-one-to-four family real estate mortgage loans.

The Company's total liabilities increased $2.7 million from $98.0 million at June 30, 2000, to $100.7 million at September 30, 2000. The increase was from deposit growth of $1.4 million, $2.0 million of additional FHLB advances and increases in advance payments by borrowers for taxes and insurance and other liabilities partially offset by decreased federal funds purchased of $1.4 million. Deposits increased to $75.3 million at September 30, 2000 from $73.9 million at June 30, 2000. FHLB advances increased to $23.5 million at September 30, 2000, from $21.5 million at June 30, 2000.

Stockholders' equity increased $60,000 to $12.9 million at September 30, 2000, from $12.8 million at June 30, 2000, principally the result of $148,000 of net income, offset by $55,000 of cash dividends declared and $89,000 of treasury stock purchases.

 

8

Item 2. Management's Discussion And Analysis of Financial
Condition And Results of Operations, Continued.

Results of Operations

General. The Company recorded net income for the three months ended September 30, 2000, of $148,000 which is a decrease of $20,000 or 11.9%, over net income of $168,000 for the same period in 1999. The decrease in net income for the current three month period was primarily from a decrease in net interest income and higher non-interest expense offset by increased non-interest income, reduced loan loss provisions and lower income taxes.

Net Interest Income. The Company's net income is primarily dependent upon net interest income. Net interest income was $772,000 for the three month period ended September 30, 2000, as compared to $820,000 for the same period in the prior year. The decrease of $48,000 was primarily a result of increased deposits and FHLB advance interest which exceeded loan volume and other earning asset interest gains.

Interest income increased $157,000 to $2.08 million for the three month period ended September 30, 2000, from $1.93 million for the comparable 1999 period. Average earning assets for the three-month period ended September 30, 2000, increased $3.88 million adding volume generated interest earnings of $82,000. Rate variances added $75,000 for a total of $157,000 of additional interest income over the prior 1999 period. The yield on earning assets increased 31 basis points to 7.71% for the 2000 period from 7.40% for the comparable 1999 period.

Interest expense for the three-month period ended September 30, 2000, was $1.31 million as compared to $1.11 million for the comparable period in the prior year. The increase in interest expense of $204,000 was in part due to $4.2 of million of additional average deposit and borrowing levels over the prior 1999 period. The higher borrowing levels added $48,000, while higher borrowing rates added $156,000 to overall interest expense. Funding cost increased to 5.27% or 62 basis points for the 2000 period from 4.65% for the 1999 period. The higher funding cost is principally due to higher rates and the lengthening of deposit and FHLB advance maturities to mitigate interest rate risk.

Provisions for Loan Losses. During the three-months ended September 30, 2000, the Company had provisions of $15,000, with provisions of $35,000 for the comparable period in the prior year. At September 30, 2000, the Company's allowance for loan losses totaled $375,000 or .40% of net loans and 33% of total non-performing loans.

During the quarter ended June 30, 2000, the Company became aware of certain circumstances related to a single borrower in which the Association had purchased a participation interest. The borrower discontinued principal and interest payments on the loan and filed for Chapter 11 bankruptcy protection. Under the terms of a plan, which has been accepted by the lead participant, the borrower and the bankruptcy court, the collateral of this loan has been surrendered to the lead participant to be sold. Management believes the proceeds from the sale of this collateral will be sufficient to repay principal and interest on our outstanding loan. As of September 30. 2000, management has placed this loan, totaling $1,013,175, on non accrual status.

Although management believes that it uses the best information available to determine the allowance, unforeseen market conditions could result in adjustments and net income could be significantly affected if circumstances differ substantially from the assumptions used in making the final determination. Future additions to the Company's allowance for loan losses will be the result of periodic loan, property and collateral reviews and thus cannot be predicted in advance. In addition, federal regulatory agencies, as an integral part of their oversight process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based upon their judgment of the information available to them at the time of their examination.

9

 

Item 2. Management's Discussion And Analysis of Financial
Condition And Results of Operations, Continued.

Non-Interest Income. Non-interest income consists primarily of fees and service charges on deposit accounts and other income. Non-interest income increased $7,000 to $54,000 for the three-months ended September 30, 2000, as compared to $47,000 for the same period last year. The increases were due primarily to increased fee income and service charges on customer accounts.

Non-Interest Expenses. Non-interest expenses were $566,000 for the three-month period ended September 30, 2000, compared to $545,000 for the same period last year. The increase of $21,000 for the three-month period ended September 30, 2000, compared to the same period last year was due primarily to higher compensations and benefits, advertising and promotion, and service bureau expenses offset by lower occupancy and equipment expense and lower professional expenses.

Income Taxes. Income taxes for the three months ended September 30, 2000, were $96,800 on pre-tax income of $245,000, an effective tax rate of 39.5%. For the three months ended September 30, 1999, income taxes were $118,200 on pre-tax income of $287,000, an effective tax rate of 41.2%

Liquidity and Capital Resources

The Company's principal sources of funds are deposits and principal and interest payments on loans and investments. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan prepayments are more influenced by interest rates, general economic conditions and competition. Additionally, the Company may borrow funds from the Federal Home Loan Bank of Indianapolis ("FHLB") or utilize other borrowings of funds based on need, comparative costs and availability at the time.

Federal regulations require the Association to maintain minimum levels of liquid assets. The required percentage has varied from time to time based upon the economic conditions and savings flows and is currently 4% of net withdrawable savings deposits and borrowings payable on demand or in one year or less during the preceding calendar month. Liquid assets for purposes of this ratio include cash, certain time deposits, U.S. Government obligations, government agency and other securities and obligations generally having remaining maturities of less than five years. The Company has maintained its liquidity ratio at levels in excess of those required. At September 30, 2000, the Company's liquidity ratio was 26.9%.

At September 30, 2000, the Company had $23.5 million in outstanding advances from the FHLB used primarily to fund purchases of participation interests in commercial loans, internally originated loans and other investments.

The Company uses its liquidity resources principally to meet ongoing commitments to fund maturing certificates of deposit and deposit withdrawals and to meet operating expenses. At September 30, 2000, the Company had outstanding commitments to extend credit, which amounted to $10.8 million (including $3.5 million in available home equity lines of credit). Management believes that loan repayments and other sources of funds will be adequate to meet the Company's foreseeable liquidity needs.

At September 30, 2000, the Association had tangible capital of $10.2 million or 9.1% of adjusted total assets, which was $8.5 million above the minimum capital requirement of $1.7 million or 1.5% of adjusted total assets.

At September 30, 2000, the Association had core capital of $10.2 million or 9.1% of adjusted total assets which was $6.8 million above the minimum capital requirement of $3.4 million or 3.0% of adjusted total assets.

 

10

 

Item 2. Management's Discussion And Analysis of Financial
Condition And Results of Operations, Continued

At September 30, 2000, the Association had total risk-based capital of $10.6 million and risk-weighted assets of $63.0 million or total risk-based capital of 16.9% of risk-weighted assets. This amount was $5.6 million above the minimum regulatory risk-based capital requirement of $5.0 million, or 8.0% of risk-weighted assets.

 

11

 

PART II. OTHER INFORMATION

Item 1.

 

Legal Proceedings

   

None

 

Item 2.

 

Changes in Securities

   

None

 

Item 3.

 

Defaults Upon Senior Securities

   

None

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

   

         a)   On October 23, 2000, the Company held its Annual Meeting of Stockholders.

         b)At that meeting, George J. Aranowski and Robert J. Urbanski were elected Directors
            for terms to expire in 2003.

   

         c)  Stockholders voted on the following matters:

   

                     (i) The election of the following Directors of the Company,

   

Votes

 

Broker

   

For

Withheld

 

Non-Votes

George J. Aranowski

600,613

50,738

53,311

Robert J. Urbanski

619,613

31,738

53,311

   

(ii) The ratification of the appointment of Crowe, Chizek and Company LLP
as independent auditors of the Company for the fiscal year ending
                                June 30, 2001.

   

Votes

 

Broker

   

For

Against

Abstain

Non-Votes

   

642,763

8,088

500

53,311

Item 5.

 

Other Information

   

None

 

Item 6.

 

Exhibits and Reports on Form 8-K

   

(a) Exhibits

   

27 Financial Data Schedule

 
   

(b)

Reports on Form 8-K

   

None

 

 

 

12

SIGNATURES

 

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Sobieski Bancorp, Inc.

(Registrant)

 

 

 

 

 

Date: November 13, 2000                                           By:                                      
                                                                               Thomas F. Gruber
                                                                               President and Chief Executive Officer

Date: November 13, 2000                                          By:                                       
                                                                                Arthur Skale
                                                                                Chief Financial Officer

 

 

 

13



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