-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RVQL9tHrk/TH+WdVmdMIiclGDQoKK2cgl+toNl1HMh3gu+eMJSp/85vEmQ3URer0 uTT5tJq1k0/X/mN9YiSwTw== 0000898430-96-001922.txt : 19960701 0000898430-96-001922.hdr.sgml : 19960701 ACCESSION NUMBER: 0000898430-96-001922 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL THRIFT & LOAN ASSOCIATION CENTRAL INDEX KEY: 0001000234 STANDARD INDUSTRIAL CLASSIFICATION: 6036 IRS NUMBER: 952864759 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26960 FILM NUMBER: 96565014 BUSINESS ADDRESS: STREET 1: 700 N CENTRAL AVE STE 600 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8185510600 MAIL ADDRESS: STREET 1: 700 N CENTRAL AVE STREET 2: STE 600 CITY: GLENDALE STATE: CA ZIP: 91203 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 1996 -------------- 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 0-26960 ------------------------------ IMPERIAL THRIFT AND LOAN ASSOCIATION ------------------------------------ (Exact name of registrant as specified in its charter) California 95-2864759 - - ------------------------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 700 North Central Avenue, Suite 600, Glendale, California 91203 - - --------------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (818) 551-0600 - - --------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 ----- ----- Number of shares of common stock of the registrant: 7,820,500 outstanding as of May 15, 1996. IMPERIAL THRIFT AND LOAN ASSOCIATION BALANCE SHEETS
March 31, December 31, 1996 1995 ------------- ------------- (Unaudited) (In thousands) ASSETS Cash and cash equivalents $ 43,288 $ 22,106 Investment securities held to maturity, at cost (aggregate market value $84,883 and $60,091 for 1996 and 1995 respectively) 86,134 60,324 Stock in Federal Home Loan Bank 7,958 12,362 Loans receivable Loans held for investment at cost, net 505,558 447,985 Conditional sales contracts held for sale, net 1,563 55,752 Direct financing leases, net 38 60 -------- -------- 507,159 503,797 Less allowance for loan losses 9,211 8,105 -------- -------- Net loans receivable 497,948 495,692 Accrued interest receivable 4,451 3,865 Other real estate owned, net 6,549 6,103 Recoverable income taxes 978 2,223 Premises and equipment, net 2,849 3,008 Deferred income taxes 3,171 3,309 Other assets 2,109 1,681 -------- -------- $655,435 $610,673 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Investment certificates $495,725 $459,825 Passbook accounts 40,999 34,968 -------- -------- 536,724 494,793 FHLB advances 54,000 54,000 Accounts payable and accrued liabilities 5,017 4,669 Funded construction loans 757 519 -------- -------- Total liabilities 596,498 553,981 -------- -------- Shareholders' equity: Preferred stock, 5,000,000 share authorized, none issued - - Contributed capital - common stock, no par value; 20,000,000 shares authorized, 5,980,500 and 5,980,000 issued and outstanding in 1996 and 1995, respectively 30,749 30,743 Retained earnings 28,188 25,949 -------- -------- Total shareholders' equity 58,937 56,692 -------- -------- $655,435 $610,673 ======== ========
See Notes to the Unaudited Financial Statements 2 IMPERIAL THRIFT AND LOAN ASSOCIATION STATEMENTS OF OPERATIONS (Unaudited)
For the Quarter Ended -------------------------- March 31, -------------------------- 1996 1995 ------------ ------------ (In thousands except per share amounts) Interest income Interest and fees earned on loans receivable $15,109 $13,816 Interest on investments 1,572 518 ------- ------- Total interest income 16,681 14,334 ------- ------- Interest Expense Interest expense on deposits 7,472 6,584 Interest expense on borrowings 747 178 ------- ------- Total interest expense 8,219 6,762 ------- ------- Net interest income 8,462 7,572 Provision for loan losses 1,721 2,628 ------- ------- Net interest income after provision for loan losses 6,741 4,944 ------- ------- Noninterest income (expense) Late and collection charges 293 180 Insurance commissions earned 15 37 Gain on sales of other real estate owned 73 116 Other (71) 161 ------- ------- Total noninterest income 310 494 ------- ------- Noninterest expense Other real estate owned Expenses incurred in connection with other real estate owned 95 315 Provision for losses on other real estate owned 592 1,532 ------- ------- 687 1,847 ------- ------- General and administrative Compensation and benefits 1,135 1,861 Occupancy and equipment 474 439 FDIC assessment 121 297 Other 1,009 1,426 ------- ------- 2,739 4,023 ------- ------- Total noninterest expense 3,426 5,870 ------- ------- Income (loss) before income taxes 3,625 (432) 1,385 (171) Income tax provision (benefit) ------- ------- NET INCOME (LOSS) $ 2,240 (261) ======= ======= EARNINGS (LOSS) PER SHARE $ 0.37 $ (0.06) ======= =======
See Notes to the Unaudited Financial Statements 3 IMPERIAL THRIFT AND LOAN ASSOCIATION STATEMENTS OF CASH FLOWS (Unaudited)
For the quarter Ended March 31 ------------------------ 1996 1995 ------------------------ (In thousands) Cash flows from operating activities Net income (loss) $ 2,240 $ (261) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 218 193 Provision for loan losses 1,721 2,628 Provision for losses on other real estate owned 592 1,532 (Gain) loss on sale of equipment (2) 6 Gain on sales of other real estate owned (65) (116) (Increase) decrease in accrued interest receivable (676) 28 Decrease (increase) in recoverable income taxes 1,383 (171) Increase in other assets (429) (1,169) Increase (decrease) in accounts payable and accrued liabilities 438 (1,579) ------- ------- Net cash provided by operating activities 5,420 1,091 Cash flows from investing activities Net increase in net loans receivable (57,188) (19,283) Purchases of investments (170,495) (85,188) Proceeds from the maturities of investments 143,462 62,961 Decrease in FHLB stock 4,404 - Proceeds from maturity of mortgage-backed securities 1,645 - Proceeds from sale of other real estate owned 2,186 1,120 Proceeds from sale of conditional sales contracts 50,050 - Cash paid for capital expenditures (27) (125) Proceeds from the sale of equipment 1 93 ------- ------- Net cash used in investing activities (25,962) (40,422) Cash flows from financing activities Common stock options exercised 5 - Net increase in deposits 41,931 51,007 Federal funds purchased - (10,000) Decrease in FHLB advances - (12,700) Decrease in funded construction loans 238 - ------- ------- Net cash provided by financing activities 42,174 28,307 ------- ------- Net increase (decrease) in cash and equivalents 21,632 (11,024) Cash and cash equivalents at beginning of year 22,106 13,361 ------- ------- Cash and cash equivalents at end of period $43,738 $ 2,337 ======= ======= Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 7,706 $ 6,778 Cash paid during the period for income taxes $ 2 $ 43 Noncash investing transactions Loans transferred to other real estate owned $ 3,159 $ 3,045 Disbursement of loans to facilitate the sale of other real estate own $ 1,036 $ 2,089
See Notes to the Unaudited Financial Statements 4 NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 1996 NOTE A - BASIS OF PRESENTATION The interim financial statements included herein have been prepared by Imperial Thrift and Loan Association ("the Company") without audit, pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited financial statements and notes thereto, reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods presented. The financial position at March 31, 1996, and the results of operations for the three months ended March 31, 1996 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 1996. These unaudited financial statements have been prepared in accordance with generally accepted accounting principles on a basis consistent with the Company's audited financial statements, and these interim financial statements should be read in conjunction with the Company's audited financial statements. NOTE B - EARNINGS PER SHARE Earnings per share is calculated on the basis of weighted average number of shares outstanding during the period. Fully diluted earnings per share has not been reported in these interim financial statements as the dilutive effect of common stock equivalents for outstanding stock options is less than 3%. NOTE C - MEMORANDUM OF UNDERSTANDING From March 1, 1993 until March 11, 1996, the Company had operated under a Memorandum of Understand ("MOU") between the Company, the Federal Deposit Insurance Corporation ("FDIC"), and the California Department of Corporations ("CDOC"). In January 1996, the FDIC and CDOC completed an examination of the Company which did not cite any material deviations from the MOU. The Company's subsequent request for termination of the MOU was granted on March 11, 1996. NOTE D - SUBSEQUENT EVENT 1. Completion of Stock Offering In April, 1996, the Company completed a secondary public offering of 1,840,000 shares of its common stock. The proceeds of this offering, which included the exercise of the entire underwriter's overallotment, totaled $22,561,000 after underwriter's discount and estimated expenses. 5 The Company's regulatory capital ratios at March 31, 1996, adjusted for the effect of the public offering proceeds, would have been: Total risk-based capital ratio 16.67% Leverage ratio 12.62% 6 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is intended to identify the major factors that influenced the results of operations and financial condition of the Company for the quarter ended March 31, 1996. It should be read in conjunction with the accompanying financial statements. RESULTS OF OPERATIONS OVERVIEW The Company reported net earnings of $2,240,000, or $.37 per share, for the quarter ended March 31, 1996, compared with a loss of $261,000, or $.06 per share for the same period in 1995. The increase in net income for the first quarter of 1996 compared with the first quarter of 1995 was a result of a $0.9 million increase in net interest income and a decrease of $0.9 million in provisions for loan losses and in provisions for losses related to other real estate owned ("REO"), and decreases in total noninterest expenses of $2.3 million. The detailed changes in Imperial's principal income and expense items are highlighted in the following table of condensed statements of operations:
THREE MONTHS ENDED MARCH 31, ------------------- INCREASE 1996 1995 (DECREASE) ------- -------- ---------- (IN THOUSANDS) STATEMENT OF OPERATIONS DATA: Total interest income $16,681 $14,334 $ 2,347 Total interest expense 8,219 6,762 1,457 ------- ------- ------- Net interest income 8,462 7,572 890 Provisions for loan losses 1,721 2,628 (907) Noninterest income 310 494 (184) Noninterest expense 3,426 5,870 (2,444) ------- ------- ------- Income before taxes 3,625 (432) 4,057 Income tax provision (benefit) 1,385 (171) 1,556 ------- ------- ------- Net income (loss) $ 2,240 $ (261) $ 2,501 ======= ======= =======
Significant changes in these principal categories are discussed below. 7 NET INTEREST INCOME The following tables present, for the periods indicated, condensed average balance sheet information for the Company, together with interest income and yields earned on average interest earning assets and interest expense and rates paid on average interest bearing liabilities. Nonaccrual loans are included in loans receivable.
THREE MONTHS ENDED MARCH 31 ---------------------------------------------------------------- 1996 1995 ----------------------------- ---------------------------- AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ BALANCE EXPENSE RATE(1) BALANCE EXPENSE RATE(1) --------- -------- ------- --------- ------- ------- (DOLLARS IN THOUSANDS) ASSETS: Cash and short-term investments $ 77,397 $ 946 4.89% $ 39,752 $ 518 5.21% -------- ------- ----- -------- ------- ----- Loans receivable (2): Real estate loans 470,467 13,640 11.60% 422,292 11,560 10.95% Auto finance contracts 40,078 1,467 14.64% 59,127 2,250 15.22% Equipment lease contracts 46 2 17.39% 288 6 8.33% Mortgage-backed securities 41,566 626 6.02% - - - -------- ------- ----- -------- ------- ----- Total loans receivable 552,157 15,735 11.40% 481,707 13,816 11.47% -------- ------- ----- -------- ------- ----- Interest earnings assets 629,554 16,681 10.60% 521,459 14,334 11.00% -------- ------- ----- -------- ------- ----- Non interest earning assets 20,245 25,583 Allowance for loan losses (9,915) (10,899) -------- ------- -------- ------- Total $639,884 $16,681 $536,143 $14,334 ======== ======= ======== ======= LIABILITIES AND STOCKHOLDER'S EQUITY Thrift investment certificates payable: Passbooks $ 39,475 $ 478 4.84% $ 33,486 $ 329 3.93% Term certificates 482,180 6,994 5.80% 441,563 6,255 5.67% -------- ------- ----- -------- ------- ----- Total thrift investment certificates payable: 521,655 7,472 5.73% 475,049 6,584 5.54% Notes payable 54,000 747 5.53% 11,841 178 6.01% -------- ------- ----- -------- ------- ----- Total interest bearing liabilities 575,655 8,219 5.71% 486,890 6,762 5.56% Non interest bearing liabilities 5,358 5,606 Shareholder's equity 58,871 43,647 -------- -------- Total $639,884 $ 8,219 $536,143 $ 6,762 ======== ======= ======== ======= Net interest spread (3) 4.89% 5.44% Net interest income before provision for loan losses $ 8,462 $ 7,572 ======= ======= Net interest margin (4) 5.38% 5.81%
- - ------------------------- (1) Annualized. (2) Before allowance for loan losses and net of unearned finance charges and loan fees. Net loan fee amortization of $0.6 million and $0.5 million was included in net interest income for the three months ended March 31, 1996 and 1995, respectively. The amount of interest amortization foregone on loans that were on nonaccrual status at March 31, 1996 and 1995 was $1.6 million and $2.1 million, respectively. (3) Average yield on interest earning assets less average rate paid on interest bearing liabilities. (4) Net interest income divided by total average interest earning assets. 8 The table below sets forth, for the periods indicated, a summary of the changes in interest income and interest expense resulting from changes in average interest earning asset and interest bearing liability balances (volume) and changes in average interest rate (rate). The change in interest due to both volume and rate has been allocated to change due to volume and rate in proportion to the relationship of absolute dollar amounts in each. Nonaccrual loans are included in total average loans outstanding.
FOR THE THREE MONTHS -------------------------- ENDED MARCH 31 -------------------------- 1996 VS 1995 -------------------------- VOLUME RATE TOTAL ------- ------ ------- (IN THOUSANDS) INCREASE (DECREASE) IN INTEREST INCOME: Cash and investments $ 458 $(30) $ 428 Real estate loans 1,370 710 2,080 Installment contracts (701) (86) (787) Mortgage-backed securities 313 313 626 ------ ---- ------ Total increase 1,440 907 2,347 ------ ---- ------ INCREASE (DECREASE) IN INTEREST EXPENSE: Passbooks 65 84 149 Investment certificates 586 153 739 Borrowings 582 (13) 569 ------ ---- ------ Total increase 1,233 224 1,457 ------ ---- ------ Increase in net interest income $ 207 $683 $ 890 ====== ==== ======
Net interest income was $8.5 million and $7.6 million for the first quarter of 1996 and 1995, respectively. The increase in net interest income in the first quarter of 1996 compared with the first quarter of 1995 is attributable to rate and volume increases in the Company's portfolio of loans and investments, exceeding rate and volume increases associated with the Company's interest bearing liabilities. PROVISIONS FOR LOAN LOSSES The Company's provision for loan losses for the quarter ended March 31, 1996 was $1.7 million, compared with $2.6 million for the quarter ended March 31, 1995. This decrease in loan loss provisions is attributable to decreased levels of nonaccrual real estate loans held by the Company which declined to $6.2 million at March 31, 1996, from $20.8 million at March 31, 1995. 9 The Company's allowance for loan losses increased to $9.2 million at March 31, 1996, compared to $8.1 million at December 31, 1995, after recording net charge- offs of $0.6 million of real estate loans. Management believes that the Company's allowance for credit losses at March 31, 1996 was adequate to absorb the known and inherent risks in the loan portfolio at that date. NONINTEREST EXPENSE Noninterest expense consists of expenses related to other real estate owned ("REO") and general and administrative expense. REO expense was $0.7 million in the first quarter of 1996, compared with $1.8 million in the like period of 1995. The decrease in REO expenses is due principally to a decrease in the amount of REO held by the Company during the first quarter of 1996 compared with the first quarter of 1995 which resulted in a corresponding decrease in activity related to REO. At March 31, 1996, REO totaled $6.5 million compared with a balance of $11.1 million at March 31, 1995. General and administrative expense was $2.7 million for the first quarter in 1996, compared to $4.0 million for the like period of 1995. This $1.3 million reduction in the period was primarily due to the reversal of a $0.4 million bonus accrued for in the fourth quarter of 1995 but determined not to be payable by the Company in the first quarter of 1996, a $0.2 million reduction in the Company's FDIC assessment related to a reduction in rates by the FDIC, and a $0.4 million reduction in other general and administrative expense consisting principally of a $0.1 million reduction in legal expense related to the reduced number of problem real estate loans being managed by the Company and a $0.3 million reduction in miscellaneous administrative expenses. For the quarter ended March 31, 1996, the Company's ratio of general and administrative expenses to average assets was 1.71% compared with 3.00% for the like period of 1995. FINANCIAL CONDITION NONPERFORMING ASSETS The following table sets forth the amount of the Company's nonperforming assets by category at the dates indicated.
MARCH 31, DECEMBER 31, ---------- ------------- 1996 1995 ---------- ------------- (IN THOUSANDS) Nonaccrual Loans: Real estate loans $ 6,177 $ 6,619 Auto finance contracts - 348 Equipment lease contracts - 18 ------- ------- Total nonaccrual loans 6,177 6,985 Real estate owned 6,549 6,103 ------- ------- Total nonperforming assets $12,726 $13,088 ======= ======= Troubled debt restructurings $ 5,404 $ 6,182 Nonaccrual loans to total gross loans 1.22% 1.39% Nonperforming assets to total assets 1.94% 2.14%
10 The following table provides certain information with respect to the Company's allowances for loan losses as well as charge-offs, recoveries and certain related ratios for the periods indicated:
THREE MONTHS ENDED YEAR ENDED MARCH 31, DECEMBER 31, ------------------ ------------ 1996 1995 ------------------ ------------ (IN THOUSANDS) ALLOWANCE FOR LOAN LOSSES: Balance at beginning of period $8,105 $11,076 Provision for credit losses 1,721 13,098 CHARGE-OFFS: Real estate loans 617 9,448 Construction loans - 43 Auto finance contracts - 7,212 Equipment lease contracts 6 82 ------ ------- Total charge-offs 623 16,785 ------ ------- RECOVERIES: Real estate loans 7 45 Construction loans - - Auto finance contracts - 632 Equipment lease contracts 1 39 ------ ------- Total recoveries 8 716 ------ ------- Net charge-offs 615 16,069 ------ ------- Balance, end of period $9,211 $ 8,105 ====== =======
Auto loan charge-offs for 1995 include $3.9 million in loss allowance charged off in connection with management's reclassification of $55.7 million in auto loans as held for sale in the fourth quarter of 1995. DEPOSITS AND LIQUIDITY Total deposits increased to $536.7 million at March 31, 1996, an increase of $41.9 million from the Company's total deposits of $494.8 million at December 31, 1995. Deposits increased during the first quarter of 1996 in order to fund additional liquidity being held by the Company in anticipation of future increased loan fundings. During the first quarter of 1996, the Company's investment securities held to maturity increased to $86.1 million from $60.3 million at December 31, 1995. At March 31, 1996, the Company's ratios of total net loans to total deposits and total net loans to total assets were 92.7% and 76.0%, respectively, compared with 100.2% and 81.2%, respectively, at December 31, 1995. 11 CAPITAL RESOURCES The Company's regulatory capital ratios at March 31, 1996 and December 31, 1995 are summarized below.
March 31, December 31, Minimum Capital Ratios 1996 1995 Requirement (1) --------------- --------- ----------- --------------- Leverage ratios 9.21% 10.14% 4.00% Tier I ratio-based capital 11.82% 10.71% 4.00% Total risk-based capital 12.22% 11.97% 8.00%
(1) Prior to March 1996, Imperial was subject to a Memorandum of Understanding ("MOU") imposed by its regulators. Imperial's minimum Leverage Ratio was specified by the MOU and was higher than the 4.00% Leverage Ratio required generally for other financial institutions. Upon termination of the MOU, Imperial's Leverage Ratio requirements was reduced to 4.00%. The Company's capital ratio allowed it to be designated as "well-capitalized" for regulatory capital purposes. 12 PART II - OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS Not applicable. ITEM 2 CHANGES IN SECURITIES Not applicable. ITEM 3 DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4 SUBMISSION OF MATTERS OF SECURITY HOLDERS Not applicable. ITEM 5 OTHER INFORMATION Not applicable. ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 27-FDS (b) Reports on Form 8-K: The Company filed two reports on Form 8-K during the quarter ended March 31, 1996. A report was filed on February 6, 1996, which covered a press release issued by the Company announcing earnings as of December 31, 1995. A report was filed on March 26, 1996, which covered two press releases issued by the Company announcing the termination by the FDIC of a Memorandum of Understanding and the filing of a registration statement for the sale of 1.6 million shares of common stock. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMPERIAL THRIFT AND LOAN ASSOCIATION Date: May 14, 1996 /s/George W. Haligowski ------------ ----------------------------------- George W. Haligowski Chairman of the Board, President and Chief Executive Officer Date: May 14, 1996 /s/Timothy M. Doyle ------------ ------------------------------ Timothy M. Doyle First Vice President and Acting Chief Financial Officer 14 EX-27 2 FINANCIAL DATA SCHEDULE
9 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1,988 0 41,300 0 0 94,092 92,841 507,159 9,211 655,435 536,724 0 5,774 54,000 0 0 30,749 28,188 655,435 15,109 1,572 0 16,881 7,472 747 8,462 1,721 0 3,426 3,625 2,240 0 0 2,240 0.37 0.37 10.60 6,177 0 5,404 0 8,105 623 8 9,211 9,211 0 0
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