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THFF First Financial Corporation

49.13
0.00 (0.00%)
Pre Market
Last Updated: 14:15:01
Delayed by 15 minutes
Share Name Share Symbol Market Type
First Financial Corporation NASDAQ:THFF NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 49.13 19.66 78.60 4 14:15:01

Form 8-K - Current report

23/07/2024 3:05pm

Edgar (US Regulatory)


0000714562false00007145622024-07-232024-07-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 23, 2024

FIRST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 0-16759

Indiana

35-1546989

(State or other jurisdiction

(I.R.S. Employer

incorporation or organization)

Identification No.)

One First Financial Plaza, Terre Haute, IN

47807

(Address of principal executive office)

(Zip Code)

(812)  238-6000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.125 per share

THFF

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02. Results of Operations and Financial Condition

On July 23, 2024, the Registrant issued a press release reporting its financial results for the three and six months ended June 30, 2024. A copy of the press release is being furnished as an exhibit to this report and is incorporated herein by reference in its entirety.

The foregoing information, including the information contained in the press release, is being furnished pursuant to this Item 2.02 and shall not be deemed to be “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed to be incorporated by reference into any of the Registrant’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits

The exhibit to this report is as follows:

Exhibit Number

    

99.1

Press Release, July 23, 2024, issued by First Financial Corporation

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

First Financial Corporation

Dated July 23, 2024

/s/ Rodger A. McHargue

Rodger A. McHargue

Secretary/Treasurer and Chief Financial Officer

Exhibit 99.1

News Release

FIRST FINANCIAL CORPORATION

One First Financial Plaza, Terre Haute, Indiana 47807 (812) 238-6000

First Financial Corporation Reports Second Quarter Results

Terre Haute, Indiana, July 23, 2024 – First Financial Corporation (NASDAQ:THFF) today announced results for the second quarter of 2024.

Net income was $11.4 million compared to the $16.0 million reported for the same period of 2023;
Diluted net income per common share of $0.96 compared to $1.33 for the same period of 2023;
Return on average assets was 0.94% compared to 1.34% for the three months ended June 30, 2023;
Credit loss provision was $3.0 million compared to provision of $1.8 million for the second quarter 2023; and
Pre-tax, pre-provision net income was $16.2 million compared to $21.2 million for the same period in 2023.1

The Corporation further reported results for the six months ended June 30, 2024:

Net income was $22.3 million compared to the $32.0 million reported for the same period of 2023;
Diluted net income per common share of $1.89 compared to $2.66 for the same period of 2023;
Return on average assets was 0.93% compared to 1.33% for the six months ended June 30, 2023;
Credit loss provision was $4.8 million compared to provision of $3.6 million for the six months ended June 30, 2023; and
Pre-tax, pre-provision net income was $31.2 million compared to $42.6 million for the same period in 2023.1

1 Non-GAAP financial measure that Management believes is useful for investors and management to understand pre-tax profitability before giving effect to credit loss expense and to provide additional perspective on the Corporation’s performance over time as well as comparison to the Corporation’s peers and evaluating the financial results of the Corporation – please refer to the Non GAAP reconciliations contained in this release.

Average Total Loans

Average total loans for the second quarter of 2024 were $3.20 billion versus $3.10 billion for the comparable period in 2023, an increase of $100 million or 3.22%. On a linked quarter basis, average loans increased $18 million or 0.55% from $3.18 billion as of March 31, 2024.

Total Loans Outstanding

Total loans outstanding as of June 30, 2024, were $3.20 billion compared to $3.13 billion as of June 30, 2023, an increase of $69 million or 2.21%, primarily driven by increases in Commercial Construction and Development, Commercial Real Estate, and Consumer Auto loans. On a linked quarter basis, total loans increased $12.0 million or 0.38% from $3.19 billion as of March 31, 2024.


Norman D. Lowery, President and Chief Executive Officer, commented “We are pleased with our second quarter results, as we experienced another quarter of loan growth. We also saw our net interest margin expand during the quarter as cost of funds pressure moderated. We expect continued improvement in coming quarters. Additionally on July 1st we closed our acquisition of SimplyBank expanding our footprint into attractive southeastern Tennessee markets.”

Average Total Deposits

Average total deposits for the quarter ended June 30, 2024, were $4.11 billion versus $4.12 billion as of June 30, 2023.

Total Deposits

Total deposits were $4.13 billion as of June 30, 2024, compared to $4.06 billion as of June 30, 2023, a $69 million increase, or 1.70%. On a linked quarter basis, total deposits increased $27.2 million, or 0.66%. Non-interest bearing deposits were $748.5 million and time deposits were $585.8 million as of June 30, 2024, compared to $817.4 million and $414.2 million, respectively for the same period of 2023.

Shareholders’ Equity

Shareholders’ equity at June 30, 2024, was $530.7 million compared to $496.9 million on June 30, 2023. During the last twelve months, the Corporation has repurchased 228,457 shares of its common stock. There were no shares repurchased during the quarter. 518,860 shares remain available for repurchase under the current repurchase authorization. During the quarter, the Corporation paid a $0.45 per share quarterly dividend in April, and declared a $0.45 quarterly dividend paid on July 15, 2024.

Book Value Per Share

Book Value per share was $44.92 as of June 30, 2024, compared to $41.47 as of June 30, 2023, an increase of 8.33%. Tangible Book Value per share was $37.12 as of June 30, 2024, compared to $33.70 as of June 30, 2023, an increase of $3.42 per share or 10.15%.

Tangible Common Equity to Tangible Asset Ratio

The Corporation’s tangible common equity to tangible asset ratio was 9.14% at June 30, 2024, compared to 8.44% at June 30, 2023.

Net Interest Income

Net interest income for the second quarter of 2024 was $39.3 million, compared to $42.2 million reported for the same period of 2023, a decrease of $2.9 million, or 6.86%, driven primarily by higher interest expense. Interest income increased $4.5 million and interest expense increased $7.4 million year-over-year.

Net Interest Margin

The net interest margin for the quarter ended June 30, 2024, was 3.57% compared to the 3.81% reported at June 30, 2023. On a linked quarterly basis, the net interest margin increased 4 basis points from 3.53% at March 31, 2024.

Nonperforming Loans

Nonperforming loans as of June 30, 2024, were $15.9 million versus $13.3 million as of June 30, 2023. The ratio of nonperforming loans to total loans and leases was 0.50% as of June 30, 2024, versus 0.43% as of June 30, 2023.

Credit Loss Provision

The provision for credit losses for the three months ended June 30, 2024, was $3.0 million, compared to $1.8 million for the second quarter 2023. The increase in provision as well as charge-offs discussed below were related to one previously identified credit, reflecting further deterioration in collateral values in the quarter.

Net Charge-Offs

In the second quarter of 2024 net charge-offs were $4.7 million compared to $1.5 million in the same period of 2023.


Allowance for Credit Losses

The Corporation’s allowance for credit losses as of June 30, 2024, was $38.3 million compared to $39.9 million as of June 30, 2023. The allowance for credit losses as a percent of total loans was 1.20% as of June 30, 2024, compared to 1.28% as of June 30, 2023. On a linked quarter basis, the allowance for credit losses as a percent of total loans decreased 5 basis points from 1.25% as of March 31, 2024.

Non-Interest Income

Non-interest income for the three months ended June 30, 2024 and 2023 was $9.9 million and $10.5 million, respectively. The 2023 amount included a $760 thousand gain on the sale of a branch which had been closed.

Non-Interest Expense

Non-interest expense for the three months ended June 30, 2024, was $32.7 million compared to $31.3 million in 2023. This included $654 thousand of acquisition related expenses during the quarter.

Efficiency Ratio

The Corporation’s efficiency ratio was 64.56% for the quarter ending June 30, 2024, versus 58.01% for the same period in 2023.

Income Taxes

Income tax expense for the three months ended June 30, 2024, was $2.2 million versus $3.5 million for the same period in 2023. The effective tax rate for 2024 was 16.29% compared to 17.99% for 2023.

About First Financial Corporation

First Financial Corporation (NASDAQ:THFF) is the holding company for First Financial Bank N.A. First Financial Bank N.A., the fifth oldest national bank in the United States, operates 70 banking centers in Illinois, Indiana, Kentucky and Tennessee. Additional information is available at www.first-online.bank.

Investor Contact:

Rodger A. McHargue

Chief Financial Officer

P: 812-238-6334

E: rmchargue@first-online.com


Three Months Ended

Six Months Ended

June 30, 

March 31,

June 30, 

June 30, 

June 30, 

    

2024

    

2024

    

2023

    

2024

    

2023

END OF PERIOD BALANCES

Assets

$

4,891,068

$

4,852,615

$

4,877,231

$

4,891,068

$

4,877,231

Deposits

$

4,132,327

$

4,105,103

$

4,063,155

$

4,132,327

$

4,063,155

Loans, including net deferred loan costs

$

3,204,009

$

3,191,983

$

3,134,638

$

3,204,009

$

3,134,638

Allowance for Credit Losses

$

38,334

$

40,045

$

39,907

$

38,334

$

39,907

Total Equity

$

530,670

$

520,766

$

496,888

$

530,670

$

496,888

Tangible Common Equity (a)

$

438,569

$

428,430

$

403,824

$

438,569

$

403,824

AVERAGE BALANCES

 

  

 

  

 

  

 

  

 

  

Total Assets

$

4,813,308

$

4,804,364

$

4,818,760

$

4,808,836

$

4,835,122

Earning Assets

$

4,556,839

$

4,566,461

$

4,581,652

$

4,561,650

$

4,597,389

Investments

$

1,279,278

$

1,308,322

$

1,395,446

$

1,293,800

$

1,401,695

Loans

$

3,197,695

$

3,180,147

$

3,097,836

$

3,188,921

$

3,083,276

Total Deposits

$

4,113,826

$

4,045,838

$

4,121,097

$

4,079,832

$

4,186,629

Interest-Bearing Deposits

$

3,413,752

$

3,326,090

$

3,297,110

$

3,369,921

$

3,352,350

Interest-Bearing Liabilities

$

152,303

$

221,425

$

185,318

$

186,864

$

140,739

Total Equity

$

517,890

$

522,720

$

501,686

$

520,305

$

494,760

INCOME STATEMENT DATA

 

  

 

  

 

  

 

  

 

  

Net Interest Income

$

39,294

$

38,920

$

42,187

$

78,214

$

86,522

Net Interest Income Fully Tax Equivalent (b)

$

40,673

$

40,297

$

43,581

$

80,970

$

89,235

Provision for Credit Losses

$

2,966

$

1,800

$

1,800

$

4,766

$

3,600

Non-interest Income

$

9,905

$

9,431

$

10,453

$

19,336

$

19,828

Non-interest Expense

$

32,651

$

33,422

$

31,346

$

66,073

$

63,667

Net Income

$

11,369

$

10,924

$

15,987

$

22,293

$

31,967

PER SHARE DATA

 

  

 

  

 

  

 

  

 

  

Basic and Diluted Net Income Per Common Share

$

0.96

$

0.93

$

1.33

$

1.89

$

2.66

Cash Dividends Declared Per Common Share

$

0.45

$

0.45

$

0.54

$

0.90

$

0.54

Book Value Per Common Share

$

44.92

$

44.08

$

41.47

$

44.92

$

41.47

Tangible Book Value Per Common Share (c)

$

36.04

$

36.26

$

33.99

$

37.12

$

33.70

Basic Weighted Average Common Shares Outstanding

 

11,814

 

11,803

 

12,022

 

11,809

 

12,040


(a)Tangible common equity is a non-GAAP financial measure derived from GAAP-based amounts. We calculate tangible common equity by excluding goodwill and other intangible assets from shareholder’s equity.
(b)Net interest income fully tax equivalent is a non-GAAP financial measure derived from GAAP-based amounts. We calculate net interest income fully tax equivalent by adding back the tax equivalent factor of tax exempt income to net interest income. We calculate the tax equivalent factor of tax exempt income by dividing tax exempt income by the net of tax rate of 75%.
(c)Tangible book value per common share is a non-GAAP financial measure derived from GAAP-based amounts. We calculate the factor by dividing average tangible common equity by average shares outstanding. We calculate average tangible common equity by excluding average intangible assets from average shareholder’s equity.


Key Ratios

    

Three Months Ended

Six Months Ended

 

June 30, 

    

March 31,

    

June 30, 

    

June 30, 

    

June 30, 

 

2024

       

2024

       

2023

       

2024

       

2023

 

Return on average assets

 

0.94

%

0.91

%

1.34

%

0.93

%

1.33

%

Return on average common shareholder's equity

 

8.78

%

8.36

%

12.75

%

8.57

%

12.92

%

Efficiency ratio

 

64.56

%

67.21

%

58.01

%

65.87

%

58.38

%

Average equity to average assets

 

10.76

%

10.88

%

10.48

%

10.82

%

10.27

%

Net interest margin (a)

 

3.57

%

3.53

%

3.81

%

3.55

%

3.88

%

Net charge-offs to average loans and leases

 

0.59

%

0.19

%

0.20

%

0.39

%

0.23

%

Credit loss reserve to loans and leases

 

1.20

%

1.25

%

1.28

%

1.20

%

1.28

%

Credit loss reserve to nonperforming loans

 

240.85

%

165.12

%

300.10

%

240.85

%

300.10

%

Nonperforming loans to loans and leases

 

0.50

%

0.76

%

0.43

%

0.50

%

0.43

%

Tier 1 leverage

 

12.14

%

12.02

%

11.49

%

12.14

%

11.49

%

Risk-based capital - Tier 1

 

14.82

%

14.69

%

14.44

%

14.82

%

14.44

%


(a)Net interest margin is calculated on a tax equivalent basis.

Asset Quality

Three Months Ended

Six Months Ended

    

June 30, 

    

March 31,

    

June 30, 

    

June 30, 

    

June 30, 

2024

2024

2023

2024

2023

Accruing loans and leases past due 30-89 days

$

14,913

$

17,937

$

15,583

$

14,913

$

15,583

Accruing loans and leases past due 90 days or more

$

1,353

$

1,395

$

682

$

1,353

$

682

Nonaccrual loans and leases

$

14,563

$

22,857

$

12,616

$

14,563

$

12,616

Other real estate owned

$

170

$

167

$

90

$

170

$

90

Nonperforming loans and other real estate owned

$

16,086

$

24,419

$

13,388

$

16,086

$

13,388

Total nonperforming assets

$

18,978

$

27,307

$

16,302

$

18,978

$

16,302

Gross charge-offs

$

6,091

$

3,192

$

3,543

$

9,283

$

7,919

Recoveries

$

1,414

$

1,670

$

2,030

$

3,084

$

4,447

Net charge-offs/(recoveries)

$

4,677

$

1,522

$

1,513

$

6,199

$

3,472

Non-GAAP Reconciliations

Three Months Ended June 30, 

    

2024

    

2023

($in thousands, except EPS)

Income before Income Taxes

$

13,582

$

19,494

Provision for credit losses

 

2,966

 

1,800

Provision for unfunded commitments

 

(300)

 

(100)

Pre-tax, Pre-provision Income

$

16,248

$

21,194

Non-GAAP Reconciliations

Six Months Ended June 30, 

    

2024

    

2023

($ in thousands, except EPS)

Income before Income Taxes

$

26,711

$

39,083

Provision for credit losses

4,766

3,600

Provision for unfunded commitments

(300)

(100)

Pre-tax, Pre-provision Income

$

31,177

$

42,583


CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)

    

June 30, 

    

December 31, 

2024

2023

 

(unaudited)

ASSETS

Cash and due from banks

$

75,073

$

76,759

Federal funds sold

 

24,000

 

282

Securities available-for-sale

 

1,205,751

 

1,259,137

Loans:

 

 

Commercial

 

1,782,646

 

1,817,526

Residential

 

748,044

 

695,788

Consumer

 

666,130

 

646,758

 

3,196,820

 

3,160,072

(Less) plus:

 

  

 

  

Net deferred loan costs

 

7,189

 

7,749

Allowance for credit losses

 

(38,334)

 

(39,767)

 

3,165,675

 

3,128,054

Restricted stock

 

15,378

 

15,364

Accrued interest receivable

 

23,733

 

24,877

Premises and equipment, net

 

65,750

 

67,286

Bank-owned life insurance

 

114,767

 

114,122

Goodwill

 

86,985

 

86,985

Other intangible assets

 

5,116

 

5,586

Other real estate owned

 

170

 

107

Other assets

 

108,670

 

72,587

TOTAL ASSETS

$

4,891,068

$

4,851,146

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

 

  

Deposits:

 

  

 

  

Non-interest-bearing

$

748,495

$

750,335

Interest-bearing:

 

 

Certificates of deposit exceeding the FDIC insurance limits

 

112,679

 

92,921

Other interest-bearing deposits

 

3,271,153

 

3,246,812

 

4,132,327

 

4,090,068

Short-term borrowings

 

38,211

 

67,221

FHLB advances

 

108,575

 

108,577

Other liabilities

 

81,285

 

57,304

TOTAL LIABILITIES

 

4,360,398

 

4,323,170

Shareholders’ equity

 

  

 

  

Common stock, $.125 stated value per share;

 

  

 

  

Authorized shares-40,000,000

 

  

 

  

Issued shares-16,165,023 in 2024 and 16,137,220 in 2023

 

  

 

  

Outstanding shares-11,814,093 in 2024 and 11,795,024 in 2023

 

2,016

 

2,014

Additional paid-in capital

 

144,632

 

144,152

Retained earnings

 

673,728

 

663,726

Accumulated other comprehensive income/(loss)

 

(134,501)

 

(127,087)

Less: Treasury shares at cost-4,350,930 in 2024 and 4,342,196 in 2023

 

(155,205)

 

(154,829)

TOTAL SHAREHOLDERS’ EQUITY

 

530,670

 

527,976

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

4,891,068

$

4,851,146


CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Dollar amounts in thousands, except per share data)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

 

(unaudited)

INTEREST INCOME:

Loans, including related fees

$

51,459

$

46,479

$

101,511

$

91,074

Securities:

 

 

  

 

 

  

Taxable

 

5,833

 

6,231

 

11,764

 

12,467

Tax-exempt

 

2,601

 

2,678

 

5,204

 

5,276

Other

 

878

 

841

 

1,695

 

2,112

TOTAL INTEREST INCOME

 

60,771

 

56,229

 

120,174

 

110,929

INTEREST EXPENSE:

 

  

 

  

 

  

 

  

Deposits

 

19,694

 

11,957

 

37,425

 

21,484

Short-term borrowings

 

959

 

1,294

 

1,935

 

2,102

Other borrowings

 

824

 

791

 

2,600

 

821

TOTAL INTEREST EXPENSE

 

21,477

 

14,042

 

41,960

 

24,407

NET INTEREST INCOME

 

39,294

 

42,187

 

78,214

 

86,522

Provision for credit losses

 

2,966

 

1,800

 

4,766

 

3,600

NET INTEREST INCOME AFTER PROVISION

 

  

 

  

 

  

 

  

FOR LOAN LOSSES

 

36,328

 

40,387

 

73,448

 

82,922

NON-INTEREST INCOME:

 

  

 

  

 

 

  

Trust and financial services

 

1,318

 

1,185

 

2,652

 

2,502

Service charges and fees on deposit accounts

 

6,730

 

7,054

 

13,437

 

13,872

Other service charges and fees

 

286

 

196

 

509

 

400

Securities gains (losses), net

 

 

 

 

Interchange income

 

135

 

 

314

 

47

Loan servicing fees

 

414

 

264

 

683

 

549

Gain on sales of mortgage loans

 

299

 

311

 

475

 

490

Other

 

723

 

1,443

 

1,266

 

1,968

TOTAL NON-INTEREST INCOME

 

9,905

 

10,453

 

19,336

 

19,828

NON-INTEREST EXPENSE:

 

  

 

  

 

  

 

  

Salaries and employee benefits

 

17,380

 

16,946

 

34,710

 

34,104

Occupancy expense

 

2,201

 

2,132

 

4,560

 

4,731

Equipment expense

 

4,312

 

3,525

 

8,456

 

6,824

FDIC Expense

 

501

 

577

 

1,163

 

1,364

Other

 

8,257

 

8,166

 

17,184

 

16,644

TOTAL NON-INTEREST EXPENSE

 

32,651

 

31,346

 

66,073

 

63,667

INCOME BEFORE INCOME TAXES

 

13,582

 

19,494

 

26,711

 

39,083

Provision for income taxes

 

2,213

 

3,507

 

4,418

 

7,116

NET INCOME

 

11,369

 

15,987

 

22,293

 

31,967

OTHER COMPREHENSIVE INCOME (LOSS)

 

  

 

  

 

  

 

  

Change in unrealized gains/(losses) on securities, net of reclassifications and taxes

 

3,535

 

(15,808)

 

(7,561)

 

(1,570)

Change in funded status of post retirement benefits, net of taxes

 

74

 

147

 

147

 

294

COMPREHENSIVE INCOME (LOSS)

$

14,978

$

326

$

14,879

$

30,691

PER SHARE DATA

 

  

 

  

 

  

 

  

Basic and Diluted Earnings per Share

$

0.96

$

1.33

$

1.89

$

2.66

Weighted average number of shares outstanding (in thousands)

 

11,814

 

12,022

 

11,809

 

12,040


v3.24.2
Document and Entity Information
Jul. 23, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jul. 23, 2024
Entity File Number 0-16759
Entity Registrant Name FIRST FINANCIAL CORPORATION
Entity Incorporation, State or Country Code IN
Entity Tax Identification Number 35-1546989
Entity Address State Or Province IN
Entity Address, Address Line One One First Financial Plaza
Entity Address, City or Town Terre Haute
Entity Address, Postal Zip Code 47807
City Area Code 812
Local Phone Number 238-6000
Title of 12(b) Security Common Stock, par value $0.125 per share
Trading Symbol THFF
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000714562
Amendment Flag false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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