EXHIBIT 99
MBT Financial Corp. Announces Revised 2012 Profit
MONROE, Mich., February 13, 2013 – MBT Financial Corp., (Nasdaq: MBTF), the parent company of Monroe Bank & Trust, reported a revision to its preliminary results that were announced on January 24, 2013. The Bank reassessed recent guidance from banking regulators regarding the Allowance for Loan and Lease Losses (ALLL) on troubled debt restructurings, and decided to increase its ALLL as of December 31, 2012 by recording an additional provision for loan loss expense of $500,000. As a result, the previously announced preliminary fourth quarter 2012 net profit of $6,118,000, or $0.36 per share (basic and diluted), is reduced to $5,618,000, or $0.32 per share (basic and diluted). The previously announced full year profit of $8,976,000, or $0.52 per share (basic and diluted) is reduced to $8,476,000, or $0.49 per share (basic and diluted) and the ALLL increased from the previously reported $16,799,000 to $17,299,000.
H. Douglas Chaffin, President and CEO, commented, “Throughout the financial and economic crisis we continued to work with our customers who were struggling financially. We currently have $38.5 million of loans in which we restructured payment terms and/or interest rates that are considered Troubled Debt Restructurings (TDRs). Even though payments on these loans are current and are performing according to the terms of the restructure, they are classified technically as “non-performing” for reporting purposes. The Company recorded the additional provision expense as a result of recently issued guidance from the Federal bank regulatory agencies recommending additional reserves be taken with respect to certain performing TDRs. While there appears to be some conflict between this new regulatory guidance and the traditional accounting treatment in calculating reserves for loans of this type, we recalculated our ALLL and increased our allowance for the fourth quarter to follow the most conservative approach.”
These revised results are preliminary and unaudited. Final, audited results will be included in the Company’s Annual Report on Form 10-K which we anticipate filing with the SEC in mid March. These preliminary results include significant estimates based on preliminary analyses which may change due to subsequent events or completion of more thorough analyses. The most significant estimates included in these results are the Allowance for Loan Losses and the Deferred Tax Asset Valuation Allowance.
About the Company
MBT Financial Corp. (NASDAQ: MBTF), a single bank holding company headquartered in Monroe, Michigan, is the parent company of Monroe Bank & Trust (MBT).
Founded in 1858, MBT is one of the largest community banks in Southeast Michigan. MBT is a full-service bank, offering a complete range of business and personal accounts, credit options, and phone and online banking services. MBT’s Wealth Management Group is one of the largest and most respected in Southeastern Michigan. With 24 offices, 40 ATMs, and a comprehensive array of products and services, MBT prides itself in offering an incomparable banking experience for its customers. Visit MBT’s web site atwww.mbandt.com.
Forward-Looking Statements
Certain statements contained herein are not based on historical facts and are “forward-looking statements” within the meaning of Section 21A of the Securities Exchange Act of 1934. Forward-looking statements which are based on various assumptions (some of which are beyond the Company’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of these terms. Actual results could differ materially from those set forth in forward-looking statements, due to a variety of factors, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset/liability management, change in the financial and securities markets, including changes with respect to the market value of our financial assets, the availability of and costs associated with sources of liquidity, and the ability of the Company to resolve or dispose of problem loans. The Company undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
| FOR FURTHER INFORMATION: |
| H. Douglas Chaffin | John L. Skibski | John Betrus |
| Chief Executive Officer | Chief Financial Officer | Director of Marketing |
| (734) 384-8123 | (734) 242-1879 | (734) 240-2341 |
| doug.chaffin@mbandt.com | john.skibski@mbandt.com | john.betrus@mbandt.com |
MBT FINANCIAL CORP.
CONSOLIDATED FINANCIAL HIGHLIGHTS - UNAUDITED
| | | Quarterly | | | Year to Date | |
| (dollars in thousands | | 2012 | | | 2012 | | | 2012 | | | 2012 | | | 2011 | | | | | | | |
| except per share data) | | 4th Qtr | | | 3rd Qtr | | | 2nd Qtr | | | 1st Qtr | | | 4th Qtr | | | 2012 | | | 2011 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EARNINGS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net interest income | | $ | 8,316 | | | $ | 8,621 | | | $ | 8,784 | | | $ | 8,928 | | | $ | 8,824 | | | $ | 34,649 | | | $ | 35,127 | |
| FTE Net interest income | | $ | 8,456 | | | $ | 8,766 | | | $ | 8,936 | | | $ | 9,105 | | | $ | 8,981 | | | $ | 35,263 | | | $ | 35,768 | |
| Provision for loan and lease losses | | $ | 2,500 | | | $ | 1,550 | | | $ | 1,050 | | | $ | 2,250 | | | $ | 2,500 | | | $ | 7,350 | | | $ | 13,800 | |
| Non interest income | | $ | 4,173 | | | $ | 4,023 | | | $ | 3,564 | | | $ | 4,677 | | | $ | 6,390 | | | $ | 16,437 | | | $ | 18,230 | |
| Non interest expense | | $ | 9,371 | | | $ | 9,689 | | | $ | 9,622 | | | $ | 10,012 | | | $ | 11,783 | | | $ | 38,694 | | | $ | 42,819 | |
| Net income (loss) | | $ | 5,618 | | | $ | 1,388 | | | $ | 253 | | | $ | 1,217 | | | $ | 431 | | | $ | 8,476 | | | $ | (3,762 | ) |
| Basic earnings (loss) per share | | $ | 0.32 | | | $ | 0.08 | | | $ | 0.01 | | | $ | 0.07 | | | $ | 0.02 | | | $ | 0.49 | | | $ | (0.22 | ) |
| Diluted earnings (loss) per share | | $ | 0.32 | | | $ | 0.08 | | | $ | 0.01 | | | $ | 0.07 | | | $ | 0.02 | | | $ | 0.49 | | | $ | (0.22 | ) |
| Average shares outstanding | | | 17,385,761 | | | | 17,321,337 | | | | 17,315,696 | | | | 17,304,781 | | | | 17,285,762 | | | | 17,332,012 | | | | 17,270,528 | |
| Average diluted shares outstanding | | | 17,452,206 | | | | 17,402,653 | | | | 17,382,419 | | | | 17,347,641 | | | | 17,285,762 | | | | 17,387,059 | | | | 17,270,528 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PERFORMANCE RATIOS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Return on average assets | | | 1.79 | % | | | 0.45 | % | | | 0.08 | % | | | 0.39 | % | | | 0.14 | % | | | 0.68 | % | | | -0.30 | % |
| Return on average common equity | | | 27.96 | % | | | 7.09 | % | | | 1.33 | % | | | 6.39 | % | | | 2.26 | % | | | 10.90 | % | | | -5.11 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Margin | | | 2.84 | % | | | 2.94 | % | | | 3.06 | % | | | 3.10 | % | | | 3.07 | % | | | 2.98 | % | | | 3.03 | % |
| FTE Adjustment | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % | | | 0.06 | % | | | 0.06 | % | | | 0.05 | % | | | 0.06 | % |
| Loan Fees | | | 0.03 | % | | | 0.06 | % | | | 0.04 | % | | | 0.03 | % | | | 0.03 | % | | | 0.04 | % | | | 0.04 | % |
| FTE Net Interest Margin | | | 2.92 | % | | | 3.05 | % | | | 3.15 | % | | | 3.19 | % | | | 3.16 | % | | | 3.07 | % | | | 3.13 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Efficiency ratio | | | 70.69 | % | | | 69.72 | % | | | 68.86 | % | | | 73.19 | % | | | 68.80 | % | | | 70.59 | % | | | 69.74 | % |
| Full-time equivalent employees | | | 357 | | | | 352 | | | | 348 | | | | 349 | | | | 349 | | | | 352 | | | | 349 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CAPITAL | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Average equity to average assets | | | 6.41 | % | | | 6.28 | % | | | 6.21 | % | | | 6.16 | % | | | 6.14 | % | | | 6.26 | % | | | 5.89 | % |
| Book value per share | | $ | 4.80 | | | $ | 4.57 | | | $ | 4.43 | | | $ | 4.38 | | | $ | 4.38 | | | $ | 4.80 | | | $ | 4.38 | |
| Cash dividend per share | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ASSET QUALITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Charge-Offs | | $ | 4,658 | | | $ | 2,156 | | | $ | 2,369 | | | $ | 2,832 | | | $ | 3,733 | | | $ | 12,015 | | | $ | 15,872 | |
| Loan Recoveries | | $ | 334 | | | $ | 243 | | | $ | 324 | | | $ | 198 | | | $ | 229 | | | $ | 1,099 | | | $ | 1,714 | |
| Net Charge-Offs | | $ | 4,324 | | | $ | 1,913 | | | $ | 2,045 | | | $ | 2,634 | | | $ | 3,504 | | | $ | 10,916 | | | $ | 14,158 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for loan and lease losses | | $ | 17,299 | | | $ | 19,123 | | | $ | 19,486 | | | $ | 20,481 | | | $ | 20,865 | | | $ | 17,299 | | | $ | 20,865 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nonaccrual Loans | | $ | 31,343 | | | $ | 44,422 | | | $ | 40,139 | | | $ | 45,436 | | | $ | 50,717 | | | $ | 31,343 | | | $ | 50,717 | |
| Loans 90 days past due | | $ | 1 | | | $ | 138 | | | $ | 2 | | | $ | 2 | | | $ | 20 | | | $ | 1 | | | $ | 20 | |
| Restructured loans | | $ | 38,460 | | | $ | 28,184 | | | $ | 26,134 | | | $ | 25,954 | | | $ | 24,774 | | | $ | 38,460 | | | $ | 24,774 | |
| Total non performing loans | | $ | 69,804 | | | $ | 72,744 | | | $ | 66,275 | | | $ | 71,392 | | | $ | 75,511 | | | $ | 69,804 | | | $ | 75,511 | |
| Other real estate owned & other assets | | $ | 14,294 | | | $ | 13,784 | | | $ | 12,777 | | | $ | 14,277 | | | $ | 16,711 | | | $ | 14,294 | | | $ | 16,711 | |
| Nonaccrual Investment Securities | | $ | 3,045 | | | $ | 2,916 | | | $ | 2,829 | | | $ | 2,888 | | | $ | 2,984 | | | $ | 3,045 | | | $ | 2,984 | |
| Total non performing assets | | $ | 87,143 | | | $ | 89,444 | | | $ | 81,881 | | | $ | 88,557 | | | $ | 95,206 | | | $ | 87,143 | | | $ | 95,206 | |
| Problem Loans Still Performing | | $ | 38,086 | | | $ | 42,359 | | | $ | 44,918 | | | $ | 40,592 | | | $ | 41,558 | | | $ | 38,086 | | | $ | 41,558 | |
| Total Problem Assets | | $ | 125,229 | | | $ | 131,803 | | | $ | 126,799 | | | $ | 129,149 | | | $ | 136,764 | | | $ | 125,229 | | | $ | 136,764 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loan charge-offs to average loans | | | 2.69 | % | | | 1.15 | % | | | 1.23 | % | | | 1.57 | % | | | 2.01 | % | | | 1.65 | % | | | 1.97 | % |
| Allowance for loan losses to total loans | | | 2.75 | % | | | 2.94 | % | | | 2.91 | % | | | 3.07 | % | | | 3.07 | % | | | 2.75 | % | | | 3.07 | % |
| Non performing loans to gross loans | | | 11.10 | % | | | 11.17 | % | | | 9.91 | % | | | 10.70 | % | | | 11.10 | % | | | 11.10 | % | | | 11.10 | % |
| Non performing assets to total assets | | | 6.87 | % | | | 7.24 | % | | | 6.63 | % | | | 7.08 | % | | | 7.69 | % | | | 6.87 | % | | | 7.69 | % |
| Allowance to non performing loans | | | 24.78 | % | | | 26.29 | % | | | 29.40 | % | | | 28.69 | % | | | 27.63 | % | | | 24.78 | % | | | 27.63 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| END OF PERIOD BALANCES | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loans and leases | | $ | 628,769 | | | $ | 651,218 | | | $ | 668,604 | | | $ | 667,294 | | | $ | 680,510 | | | $ | 628,769 | | | $ | 680,510 | |
| Total earning assets | | $ | 1,167,318 | | | $ | 1,138,424 | | | $ | 1,138,191 | | | $ | 1,152,128 | | | $ | 1,139,172 | | | $ | 1,167,318 | | | $ | 1,139,172 | |
| Total assets | | $ | 1,268,595 | | | $ | 1,236,064 | | | $ | 1,235,271 | | | $ | 1,250,449 | | | $ | 1,238,027 | | | $ | 1,268,595 | | | $ | 1,238,027 | |
| Deposits | | $ | 1,048,830 | | | $ | 1,020,410 | | | $ | 1,017,502 | | | $ | 1,035,550 | | | $ | 1,022,310 | | | $ | 1,048,830 | | | $ | 1,022,310 | |
| Interest Bearing Liabilities | | $ | 987,949 | | | $ | 974,097 | | | $ | 976,218 | | | $ | 998,226 | | | $ | 984,593 | | | $ | 987,949 | | | $ | 984,593 | |
| Shareholders’ equity | | $ | 83,505 | | | $ | 79,098 | | | $ | 76,784 | | | $ | 75,899 | | | $ | 75,711 | | | $ | 83,505 | | | $ | 75,711 | |
| Total Shares Outstanding | | | 17,396,179 | | | | 17,324,063 | | | | 17,318,153 | | | | 17,312,707 | | | | 17,291,729 | | | | 17,396,179 | | | | 17,291,729 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AVERAGE BALANCES | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loans and leases | | $ | 640,558 | | | $ | 660,901 | | | $ | 668,632 | | | $ | 672,907 | | | $ | 690,569 | | | $ | 660,694 | | | $ | 717,772 | |
| Total earning assets | | $ | 1,154,384 | | | $ | 1,144,823 | | | $ | 1,140,410 | | | $ | 1,145,865 | | | $ | 1,129,960 | | | $ | 1,146,388 | | | $ | 1,145,439 | |
| Total assets | | $ | 1,247,129 | | | $ | 1,240,752 | | | $ | 1,234,984 | | | $ | 1,242,995 | | | $ | 1,231,959 | | | $ | 1,241,480 | | | $ | 1,248,822 | |
| Deposits | | $ | 1,030,677 | | | $ | 1,025,730 | | | $ | 1,019,305 | | | $ | 1,027,501 | | | $ | 1,015,703 | | | $ | 1,025,817 | | | $ | 1,030,717 | |
| Interest Bearing Liabilities | | $ | 972,104 | | | $ | 979,494 | | | $ | 980,007 | | | $ | 993,711 | | | $ | 977,956 | | | $ | 981,298 | | | $ | 1,010,671 | |
| Shareholders’ equity | | $ | 79,940 | | | $ | 77,884 | | | $ | 76,637 | | | $ | 76,625 | | | $ | 75,673 | | | $ | 77,777 | | | $ | 73,584 | |
MBT FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
| | | Quarter Ended December 31, | | | Year Ended December 31, | |
| Dollars in thousands (except per share data) | | 2012 | | | 2011 | | | 2012 | | | 2011 | |
| Interest Income | | | | | | | | | | | | | | | | |
| Interest and fees on loans | | $ | 8,277 | | | $ | 9,342 | | | $ | 35,050 | | | $ | 39,712 | |
| Interest on investment securities- | | | | | | | | | | | | | | | | |
| Tax-exempt | | | 329 | | | | 346 | | | | 1,405 | | | | 1,415 | |
| Taxable | | | 1,862 | | | | 2,071 | | | | 7,885 | | | | 8,282 | |
| Interest on balances due from banks | | | 50 | | | | 39 | | | | 195 | | | | 151 | |
| Total interest income | | | 10,518 | | | | 11,798 | | | | 44,535 | | | | 49,560 | |
| | | | | | | | | | | | | | | | | |
| Interest Expense | | | | | | | | | | | | | | | | |
| Interest on deposits | | | 1,366 | | | | 2,077 | | | | 6,330 | | | | 10,698 | |
| Interest on borrowed funds | | | 836 | | | | 897 | | | | 3,556 | | | | 3,735 | |
| Total interest expense | | | 2,202 | | | | 2,974 | | | | 9,886 | | | | 14,433 | |
| | | | | | | | | | | | | | | | | |
| Net Interest Income | | | 8,316 | | | | 8,824 | | | | 34,649 | | | | 35,127 | |
| Provision For Loan Losses | | | 2,500 | | | | 2,500 | | | | 7,350 | | | | 13,800 | |
| | | | | | | | | | | | | | | | | |
| Net Interest Income After | | | | | | | | | | | | | | | | |
| Provision For Loan Losses | | | 5,816 | | | | 6,324 | | | | 27,299 | | | | 21,327 | |
| | | | | | | | | | | | | | | | | |
| Other Income | | | | | | | | | | | | | | | | |
| Income from wealth management services | | | 1,169 | | | | 964 | | | | 4,028 | | | | 3,919 | |
| Service charges and other fees | | | 1,172 | | | | 1,172 | | | | 4,564 | | | | 4,694 | |
| Net gain on sales of securities | | | 41 | | | | 433 | | | | 1,280 | | | | 1,084 | |
| Origination fees on mortgage loans sold | | | 278 | | | | 211 | | | | 902 | | | | 482 | |
| Bank Owned Life Insurance income | | | 380 | | | | 2,400 | | | | 1,458 | | | | 3,607 | |
| Other | | | 1,133 | | | | 1,210 | | | | 4,205 | | | | 4,444 | |
| Total other income | | | 4,173 | | | | 6,390 | | | | 16,437 | | | | 18,230 | |
| | | | | | | | | | | | | | | | | |
| Other Expenses | | | | | | | | | | | | | | | | |
| Salaries and employee benefits | | | 5,185 | | | | 4,864 | | | | 20,313 | | | | 19,475 | |
| Occupancy expense | | | 619 | | | | 857 | | | | 2,677 | | | | 3,103 | |
| Equipment expense | | | 689 | | | | 777 | | | | 2,915 | | | | 2,941 | |
| Marketing expense | | | 177 | | | | 154 | | | | 701 | | | | 849 | |
| Professional fees | | | 617 | | | | 644 | | | | 2,263 | | | | 2,477 | |
| Collection expense | | | 50 | | | | 52 | | | | 238 | | | | 233 | |
| Net loss on other real estate owned | | | 206 | | | | 618 | | | | 1,078 | | | | 3,561 | |
| Other real estate owned expense | | | 238 | | | | 650 | | | | 1,496 | | | | 2,108 | |
| FDIC deposit insurance assessment | | | 677 | | | | 693 | | | | 2,744 | | | | 2,947 | |
| Death benefit expense | | | - | | | | 1,639 | | | | - | | | | 1,639 | |
| Other | | | 913 | | | | 835 | | | | 4,269 | | | | 3,486 | |
| Total other expenses | | | 9,371 | | | | 11,783 | | | | 38,694 | | | | 42,819 | |
| | | | | | | | | | | | | | | | | |
| Profit (Loss) Before Income Taxes | | | 618 | | | | 931 | | | | 5,042 | | | | (3,262 | ) |
| Income Tax (Benefit) Expense | | | (5,000 | ) | | | 500 | | | | (3,434 | ) | | | 500 | |
| Net Profit (Loss) | | $ | 5,618 | | | $ | 431 | | | $ | 8,476 | | | $ | (3,762 | ) |
| | | | | | | | | | | | | | | | | |
| Basic Earnings (Loss) Per Common Share | | $ | 0.32 | | | $ | 0.02 | | | $ | 0.49 | | | $ | (0.22 | ) |
| | | | | | | | | | | | | | | | | |
| Diluted Earnings (Loss) Per Common Share | | $ | 0.32 | | | $ | 0.02 | | | $ | 0.49 | | | $ | (0.22 | ) |
| | | | | | | | | | | | | | | | | |
| Dividends Declared Per Common Share | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
MBT FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
| | | December 31, 2012 | | | December 31, | |
| Dollars in thousands | | (Unaudited) | | | 2011 | |
| Assets | | | | | | | | |
| Cash and Cash Equivalents | | | | | | | | |
| Cash and due from banks | | | | | | | | |
| Non-interest bearing | | $ | 17,116 | | | $ | 18,201 | |
| Interest bearing | | | 95,391 | | | | 57,794 | |
| Total cash and cash equivalents | | | 112,507 | | | | 75,995 | |
| | | | | | | | | |
| Securities - Held to Maturity | | | 38,786 | | | | 35,364 | |
| Securities - Available for Sale | | | 393,767 | | | | 354,899 | |
| Federal Home Loan Bank stock - at cost | | | 10,605 | | | | 10,605 | |
| Loans held for sale | | | 1,520 | | | | 1,035 | |
| | | | | | | | | |
| Loans | | | 627,249 | | | | 679,475 | |
| Allowance for Loan Losses | | | (17,299 | ) | | | (20,865 | ) |
| Loans - Net | | | 609,950 | | | | 658,610 | |
| | | | | | | | | |
| Accrued interest receivable and other assets | | | 10,037 | | | | 7,700 | |
| Other Real Estate Owned | | | 14,262 | | | | 16,650 | |
| Bank Owned Life Insurance | | | 49,111 | | | | 47,653 | |
| Premises and Equipment - Net | | | 28,050 | | | | 29,516 | |
| Total assets | | $ | 1,268,595 | | | $ | 1,238,027 | |
| | | | | | | | | |
| Liabilities | | | | | | | | |
| Deposits: | | | | | | | | |
| Non-interest bearing | | $ | 183,016 | | | $ | 164,852 | |
| Interest-bearing | | | 865,814 | | | | 857,458 | |
| Total deposits | | | 1,048,830 | | | | 1,022,310 | |
| | | | | | | | | |
| Federal Home Loan Bank advances | | | 107,000 | | | | 107,000 | |
| Repurchase agreements | | | 15,000 | | | | 20,000 | |
| Accrued interest payable and other liabilities | | | 14,260 | | | | 13,006 | |
| Total liabilities | | | 1,185,090 | | | | 1,162,316 | |
| | | | | | | | | |
| Shareholders’ Equity | | | | | | | | |
| Common stock (no par value) | | | 2,397 | | | | 2,099 | |
| Retained Earnings | | | 81,211 | | | | 72,735 | |
| Unearned Compensation | | | (27 | ) | | | (87 | ) |
| Accumulated other comprehensive income (loss) | | | (76 | ) | | | 964 | |
| Total shareholders’ equity | | | 83,505 | | | | 75,711 | |
| Total liabilities and shareholders’ equity | | $ | 1,268,595 | | | $ | 1,238,027 | |
