ASRV AmeriServ Financial Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) October 17, 2023

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AMERISERV FINANCIAL, Inc.

(exact name of registrant as specified in its charter)

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Registrant's telephone number, including area code: 814-533-5300

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N/A

(Former name or former address, if changed since last report.)

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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:

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

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

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

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

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

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

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Emerging growth company ☐

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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. ☐

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Form 8-K

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Item 2.02 Results of operation and financial condition.

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AMERISERV FINANCIAL, Inc. (the "Registrant") announced third quarter and first nine months of 2023 results through September 30, 2023.  For a more detailed description of the announcement see the press release attached as Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits:

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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 hereunto duly authorized.

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Exhibit 99.1

AMERISERV FINANCIAL REPORTS EARNINGS FOR THE THIRD QUARTER AND FIRST NINE MONTHS OF 2023

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JOHNSTOWN, PA - AmeriServ Financial, Inc. (NASDAQ: ASRV) reported third quarter 2023 net income of $647,000, or $0.04 per diluted common share. This earnings performance was a $1,455,000, or 69.2%, decrease from the third quarter of 2022 when net income totaled $2,102,000, or $0.12 per diluted common share. For the nine-month period ended September 30, 2023, the Company reported net income of $1,975,000, or $0.12 per diluted common share. This represents a 68.4% decrease in earnings per share from the nine-month period of 2022 when net income totaled $6,501,000, or $0.38 per diluted common share. The following table details the Company’s financial performance for both the three- and nine-month periods ended September 30, 2023, and 2022:

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Jeffrey A. Stopko, President and Chief Executive Officer, commented on the 2023 third quarter financial results: “While our net income is down year-over-year, we have continued to effectively operate our customer relationship focused community bank in a conservative manner amid a challenging period for the industry. Importantly, we have seen several encouraging new business development results in key areas so far this year. For the first time in AmeriServ Financial’s history, our total loans now exceed $1 billion. The loyalty of our deposit customers has shown excellent resilience, with an increase of $20.8 million, or 1.9%, in total deposits since the end of 2022. Additionally, wealth management revenues have now shown modest growth for the past three consecutive quarters. We will work to build on this positive momentum in the fourth quarter of 2023.”

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All third quarter and nine months of 2023 financial performance metrics within this document are compared to the third quarter and nine months of 2022 unless otherwise noted.

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The Company's net interest income in the third quarter of 2023 decreased by $1.7 million, or 16.4%, from the prior year's third quarter and, for the first nine months of 2023, decreased by $3.0 million, or 9.8%, when compared to the first nine months of 2022. The Company’s net interest margin of 2.76% for the third quarter of 2023 and 2.89% for the nine-month timeframe represents a 59-basis point decrease for the quarter and a 35-basis point decline for the nine-months.  The Company’s quarterly net interest margin performance peaked in the third quarter of 2022. The decrease in net interest income reflects total interest expense increasing to a higher level than the increase in total interest income. The Company continues to benefit from increased yields on total loans and investment securities due to a higher U.S. Treasury yield curve and the Federal Reserve’s action to tighten monetary policy in their effort to tame decades high inflation. But, similar to what is occurring across the banking industry, increased national interest rates have caused total deposit and borrowing costs to increase to a higher degree, resulting in net interest margin compression and lower net interest income.  The provision for credit losses expense was lower for the third quarter of 2023 versus last year’s third quarter, but increased for the nine months of 2023 compared to the same time period in 2022 as a result of a provision benefit recognized during the nine months in 2022.  Total non-interest income is lower for the third quarter of 2023 but improved for the nine-month time period. Total non-interest expense is higher for both periods in 2023 compared to 2022, due to additional legal and professional services costs related to litigation and responses to the actions of an activist investor. Overall, the decrease to net interest income, along with increased non-interest expense were the primary reasons for the lower level of earnings in both the third quarter and first nine months of 2023.

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Total average loans in the third quarter of 2023 are higher than the 2022 third quarter average by $18.6 million, or 1.9%, while total average loans for the first nine months of 2023 were $11.6 million, or 1.2%, higher than the 2022 nine-month average. Excluding PPP loans, which still existed on the balance sheet in 2022, the favorable comparisons for total average loans in both time periods of 2023 would increase to $20.0 million, or 2.0%, for the third quarter, and increase to $17.6 million, or 1.8%, for the nine months. More significantly, on an end of period basis, total loans at September 30, 2023, increased by $22.9 million since the end of the third quarter of 2022 and surpassed the $1.0 billion threshold for the first time in Company history. Loan pipelines continue to be strong, and the loan portfolio has demonstrated consistent growth in 2023 despite some customers delaying fundings given the uncertainty that exists in the economy and expectations regarding interest rates. Growth in commercial & industrial (C&I), commercial real estate (CRE), and home equity loans more than offset decreased residential mortgage and consumer loans. Overall, the higher interest rate environment along with the higher average volumes of C&I, CRE and home equity loans, resulted in total loan interest income improving by $2.5 million, or 23.0%, for the third quarter of 2023, and by $8.1 million, or 27.2%, for

the nine months of 2023 when compared to both time periods of last year.  This increase occurred despite a $433,000 total reduction in PPP loan related income in 2023.

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Total investment securities averaged $262.7 million for the first nine months of 2023 which is $24.2 million, or 10.1%, higher than the $238.5 million average for the first nine months of last year. The increase reflects additional securities purchased primarily during 2022 as the U.S. Treasury yield curve increased resulting in a more favorable market for securities purchasing activity causing the Company to redeploy some of its short-term excess liquidity. Overall, the higher rates resulted in yields for new federal agency mortgage-backed securities and federal agency bonds improving and exceeding the overall average yield of the existing securities portfolio causing interest income from investments to increase by $1.5 million, or 28.3%, through nine months of this year. So far in 2023, purchases of securities have slowed significantly as more funds have been allocated to the loan portfolio and the Company has been controlling the amount of overnight borrowed funds. While yields on new security purchases exceed the overall average yield of the existing securities portfolio, the spread between overnight borrowings and the yield on new securities ranged from negative to only marginally positive causing the slowdown in purchasing activity. Thus, the new investment security purchases have primarily been used to replace cash flow from maturing securities to maintain appropriate balances for pledging purposes related to deposits of public funds. This is an example of how the inverted treasury yield curve impacts the Company’s balance sheet management strategies. Overall, the 2023 first nine-month average balance of total interest earning assets increased over last year’s nine-month average by $10.1 million, or 0.8%, while total interest income increased by $9.6 million, or 27.3%, since the first nine months of 2022.

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On the liability side of the balance sheet, through nine months, total average deposits are $8.3 million, or 0.7%, lower compared to the first nine months of 2022. The modest decrease since last year is reflective of a portion of the funds from the government stimulus programs leaving the balance sheet and greater pricing competition in the market to retain deposits because of the increasing national interest rates. The Company’s core deposit base continued to demonstrate the strength and stability that it has for many years, even during times of turmoil when three large bank failures occurred earlier in 2023 and customer fear of contagion within the industry caused deposit flight. Total deposits grew during the first nine months of 2023 by $20.8 million, or 1.9%, on an end of period basis since December 31, 2022, demonstrating customer confidence in AmeriServ Financial Bank. The Company does not utilize brokered deposits as a funding source. In addition to its strong, loyal core deposit base, the Company has several other sources of liquidity, including a significant unused borrowing capacity at the Federal Home Loan Bank (FHLB), overnight lines of credit at correspondent banks and access to the Federal Reserve Discount Window. The loan to deposit ratio averaged 86.5% in the third quarter of 2023, which indicates that the Company has ample capacity to continue to grow its loan portfolio and is well positioned to support our customers and our community during times of economic volatility.

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Total interest expense increased by $4.5 million, or 205.8%, for the third quarter of 2023, and by $12.6 million, or 261.1%, for the nine months of 2023 when compared to both time periods of last year, due to higher deposit and short-term borrowings interest expense. Deposit interest expense was higher by $11.4 million, or 328.0%, while the nine-month 2023 average volume of total interest-bearing deposits grew from the 2022 nine-month average by $13.2 million, or 1.4%. The rising national interest rates resulted in certain deposit products, particularly public funds, which are tied to a market index, repricing upward with the move in short-term national interest rates causing interest expense to increase. Additionally, increased market competition resulted in the Company increasing rates on certain shorter-term certificates of deposit to retain funds. Another factor contributing to net interest margin compression was an unfavorable deposit mix shift as the nine-month average of non-interest bearing demand deposits declined by $21.5 million, or 9.9%, while, as mentioned above, total interest-bearing deposits increased by $13.2 million, or 1.4%. For interest rate risk management purposes and to offset a portion of the unfavorable impact that rising funding costs are having on net interest income, management proactively executed a $50 million interest rate hedge in February 2023 and another $10 million interest rate hedge in April 2023 to fix the cost of certain deposits that are indexed and move with short-term interest rates.  These hedging transactions reduced the Company’s negative variability of net interest income in a rising interest rate environment and helped slow net interest margin compression. Overall, total deposit cost averaged 1.72% in the first nine-months of 2023, which is 132 basis points higher than total deposit cost of 0.40% in the first nine-months of 2022.

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Total borrowings interest expense increased by $536,000 in the third quarter of 2023 and by $1.2 million, or 90.8%, in the first nine-months of 2023 when compared to 2022. The increases result from the impact that the higher national interest rates had on overnight borrowings cost as well as the Company utilizing more overnight borrowed funds so far in 2023. Total fed funds purchases and other short-term borrowings averaged $33.9 million in the first nine months of 2023 after only averaging $2.2 million in the first nine-months of 2022. As mentioned previously, given the high cost of overnight borrowed funds, management has been effectively controlling the usage of this funding source. Borrowings interest expense was favorably impacted by reduced interest expense from FHLB term borrowings greater than one year, which declined by $95,000, or 20.9%, during the nine months of 2023 compared to 2022. The average balance of advances from FHLB was lower in the first nine months of 2023 by $17.4 million, or 48.1%, as the Company’s strong liquidity position allowed management to let FHLB term advances mature during 2022 and not be replaced. However, given the inversion in the yield curve, rates for FHLB term advances are lower than the cost of overnight borrowed funds. Therefore, management is replacing matured FHLB term advances in 2023 as part of our overall balance sheet management strategy.

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The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (CECL), as of January 1, 2023. Details of the day one accounting adjustments were described in both the first and second quarter press releases.

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The Company recorded a $189,000 provision for credit losses in the third quarter of 2023 after recognizing $500,000 provision expense in the third quarter of 2022. For the first nine months of 2023, the Company recorded a $1.4 million provision for credit losses after recognizing a $225,000 benefit in the first nine-months of 2022 resulting in a net unfavorable change of $1.6 million. Included in the nine-month 2023 provision expense was the recognition of a $926,000 loss from a subordinated debt investment with Signature Bank which was closed by banking regulators on March 12, 2023. This was described in the Company’s first quarter 2023 press release. The 2023 provision for credit losses for the loan portfolio in both time periods was necessary due to risk rating and non-accrual activity. Total classified loan levels exhibited a net increase during the first nine months of 2023 due to the downgrade of several commercial real estate loan relationships earlier this year. Overall non-performing assets remain well controlled, totaling $5.9 million, or 0.59% of total loans, at September 30, 2023. Through nine months of 2023, the Company experienced net loan charge-offs of $187,000, or 0.03% of total average loans, which is lower than net charge-offs of $1.5 million, or 0.21% of total average loans, in the first nine months of 2022. In summary, the allowance for credit losses on the loan portfolio provided 207% coverage of non-performing assets, and 1.23% of total loans, at September 30, 2023, compared to 207% coverage of non-performing assets, and 1.08% of total loans, at December 31, 2022.  

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Total non-interest income in the third quarter of 2023 decreased by $70,000, or 1.6%, from the prior year's third quarter, but improved by $826,000, or 6.5%, for the first nine-months of 2023 when compared to the first nine-months of 2022. Wealth management fees demonstrated a slight improvement by $32,000, or 1.1%, for the third quarter of 2023, but are $582,000, or 6.5%, lower for the nine months compared to 2022. The market value of wealth management assets increased since the third quarter of 2022 and contributed to a favorable quarter versus quarter comparison for wealth management fee income. However, nine-month results for wealth management fees continue to reflect the unfavorable market conditions for both equity securities and particularly bonds which more than offset the positive impact of new customer business growth in the first half of 2023. Overall, the fair market value of wealth management assets declined since December 31, 2021, by $327.1 million, or 12.1%, and totaled $2.4 billion at September 30, 2023.  Other income is $136,000, or 16.7%, lower for the third quarter of 2023 and $362,000, or 18.3%, lower for the nine months due to the recognition of a credit valuation adjustment to the market value of the interest rate swap contracts that the Company executed to accommodate the needs of certain borrowers while managing our interest rate risk position.  The improvement to total non-interest income for the 2023 nine-month period was due to AmeriServ Financial Bank selling all 7,859 shares of the Class B common stock of Visa Inc. that the bank owned, resulting in a $1.7 million gain. The Company elected to capture this gain in 2023 due to volatility and uncertainty in the financial markets. Finally, net realized gains on loans held for sale decreased by $60,000, or 32.8%, for the first nine-months of 2023, as the limited housing supply along with sharply higher interest rates continues to unfavorably impact residential mortgage loan production.

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Total non-interest expense in the third quarter of 2023 increased by $368,000, or 3.1%, when compared to the third quarter of 2022 and increased by $1.9 million, or 5.4%, during the first nine-months of 2023 when compared to the first nine-months of 2022. The rise in total non-interest expense for both time periods is primarily due to increased legal and professional fees related to the defense against an activist investor and a proxy contest at our 2023 annual meeting. These costs amounted to $308,000 in the third quarter of 2023 and $2.0 million for the nine-month period. As expected, costs related to the activist shareholder issue declined meaningfully between the second and third quarters of 2023 by $828,000. However, given a recent increase in activity by the activist investor, the Company cannot determine at this time whether these costs will remain at a lower level in the fourth quarter of 2023. Salaries & employee benefits increased by $287,000, or 4.1%, in the third quarter of 2023 and $822,000, or 3.8%, for the first nine months of 2023. The increase is attributable to the annual employee merit increases, a greater level of full-time equivalent employees (FTE) as the Company filled certain open positions that were vacant last year, and the impact that inflationary pressures are having on the cost of new hires. Partially offsetting the higher level of salaries were lower incentive compensation and pension expense as there are fewer employees in the defined benefit pension plan due to numerous retirements over the past few years. Data processing and IT expenses increased by $103,000 in the third quarter of 2023 and $371,000, or 12.7%, in the nine months of 2023 due to increased software costs from our core data provider and additional expenses related to monitoring our computing and network environment. These negative items were partially offset by a $1.4 million, or 29.0%, reduction in other expense for the nine months of 2023 as the Company did not have to recognize a pension settlement charge in 2023. The Company recorded income tax expense of $124,000, or an effective tax rate of 16.1%, in the third quarter of 2023, which compares to income tax expense of $526,000, or an effective tax rate of 20.0%, for the third quarter of 2022. For the nine-month period in 2023, the Company’s effective tax rate of 18.0% is lower than the 20.0% effective tax rate in 2022 due to the reduced level of pre-tax income this year.

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The Company had total assets of $1.362 billion, shareholders' equity of $101.3 million, a book value of $5.91 per common share and a tangible book value⁽¹⁾ of $5.11 per common share on September 30, 2023. The decline in the Company’s book value and tangible book value per share at September 30, 2023 compared to December 31, 2022 reflects a decrease in the fair value of the Company’s available for sale investment securities by $6.1 million due to higher interest rates. Note that this caused a greater accumulated other comprehensive loss within total equity since December 31, 2022, as the decline in market value of the Company’s available for sale investment securities portfolio more than offset a positive market value adjustment for the interest

rate hedges. There was no required revaluation of the net pension liability during the first nine months of 2023. The Company continued to maintain strong capital ratios that exceed the regulatory defined well capitalized status as of September 30, 2023.

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Forward-Looking Statements

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This press release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. Such statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology, market conditions, dividend program, and future payment obligations. These statements may be identified by such forward-looking terminology as "continuing," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy," or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, unanticipated changes in the financial markets, the level of inflation, and the direction of interest rates; volatility in earnings due to certain financial assets and liabilities held at fair value; competition levels; loan and investment prepayments differing from our assumptions; insufficient allowance for credit losses; a higher level of loan charge-offs and delinquencies than anticipated; material adverse changes in our operations or earnings; a decline in the economy in our market areas; changes in relationships with major customers; changes in effective income tax rates; higher or lower cash flow levels than anticipated; inability to hire or retain qualified employees; a decline in the levels of deposits or loss of alternate funding sources; a decrease in loan origination volume or an inability to close loans currently in the pipeline; changes in laws and regulations; adoption, interpretation and implementation of accounting pronouncements; operational risks, including the risk of fraud by employees, customers or outsiders; unanticipated effects to our banking platform; risks and uncertainties relating to the duration of the COVID-19 pandemic, and actions that may be taken by governmental authorities to contain the pandemic or to treat its impact; expense and reputational impact on the Company as a result of litigation and other expenses related to the continuing activities of an activist shareholder; and the inability to successfully implement or expand new lines of business or new products and services.  These forward-looking statements involve risks and uncertainties that could cause AmeriServ's results to differ materially from management's current expectations. Such risks and uncertainties are detailed in AmeriServ's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022. Forward-looking statements are based on the beliefs and assumptions of AmeriServ's management and on currently available information. The statements in this press release are made as of the date of this press release, even if subsequently made available by AmeriServ on its website or otherwise. AmeriServ undertakes no responsibility to publicly update or revise any forward-looking statement.

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AMERISERV FINANCIAL, INC.

NASDAQ: ASRV

SUPPLEMENTAL FINANCIAL PERFORMANCE DATA

September 30, 2023

(Dollars in thousands, except per share and ratio data)

(Unaudited)

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2023

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2022

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AMERISERV FINANCIAL, INC.

NASDAQ: ASRV

--CONTINUED--

(Dollars in thousands, except per share, statistical, and ratio data)

(Unaudited)

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2023

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2022

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NOTES:

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AMERISERV FINANCIAL, INC.

NASDAQ: ASRV

CONSOLIDATED STATEMENT OF INCOME

(Dollars in thousands)

(Unaudited)

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2023

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2022