NASDAQ: FISI Investor Presentation May 15, 2017 Issuer Free Writing Prospectus Dated May 15, 2017 Filed Pursuant to Rule 433 Registration Statement No. 333-202791 |
This
presentation has been prepared by Financial Institutions, Inc. (FISI or the Company) solely for informational purposes based on its own information, as well as information from public sources. This presentation has been prepared to assist interested parties in making their
own evaluation of FISI and does not
purport to contain all of the information that may be relevant. In all cases,
interested parties should conduct their own investigation and analysis of FISI and the data set forth in this presentation and other information provided by or on behalf of FISI.
This presentation does not constitute an offer to sell, nor a solicitation of
an offer to buy, any securities of FISI by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. Neither the Securities and Exchange Commission (SEC) nor any other regulatory body has approved or disapproved of the
securities of FISI or passed upon the accuracy or adequacy of
this presentation. Any representation to the contrary is a criminal offense. Except as otherwise indicated, this presentation speaks as of the date hereof. The delivery of this presentation shall not, under any
circumstances, create any implication that there has been no
change in the affairs of the Company after the date hereof.
Certain of the information contained herein may be derived from information
provided by industry sources. The Company believes that such information is accurate and that the sources from which it has been obtained are reliable. FISI cannot guarantee the accuracy of such information,
however, and has not independently verified such
information. Statements contained in this presentation which are
not historical facts and which pertain to future operating results of Financial Institutions, Inc. and its subsidiaries constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Similarly, statements that
describe the objectives, plans or goals of the Company are
forward-looking. These forward-looking statements can
generally be identified as such by the context of the statements,
including words such as believe, expect, anticipate, plan, may, would, targeting, intend, outlook, estimate, guidance
and other similar expressions, whether in the negative or
affirmative. Additionally, statements made in connection with our long-term strategy are forward- looking as well. These forward-looking statements involve significant risks and uncertainties. All forward-looking statements
made herein are qualified by the cautionary language in the
Companys Annual Report on Form 10-K, its Prospectus Supplement and other documents filed with the SEC. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or
forward-looking statements. Except as required by law, the
Company assumes no obligation to update any information presented herein. This presentation includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measure. Reconciliations of those non-GAAP
financial measures to GAAP financial measures are provided in the
Appendix to this presentation. FISI has filed a registration
statement (including a prospectus) and a prospectus supplement which is preliminary and subject to completion, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the
preliminary prospectus supplement and the other documents that
FISI has filed with the SEC for more complete information about the Company and the offering. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in
the offering will arrange to send you the prospectus if you
request it by contacting: Sandler ONeill & Partners, L.P. at toll-free 1-866-805-4128, Hovde Group, LLC at toll-free 1- 866-971-0961 or Piper Jaffray & Co. at toll-free 1-800-747-3924. Offering Disclosure and Safe Harbor Statement 2 |
(1) Based on May 12, 2017 stock price of $32.95/share and 14,542,215 common shares outstanding
Source: SNL Financial, Company documents
Offering Summary 3 Issuer: Financial Institutions, Inc. Offering: Follow-on offering of common stock Gross Amount Offered: $40 million (100% primary) Over-Allotment Option: 15% (100% primary) Exchange / Symbol: NASDAQ Global Select / FISI Market Capitalization (1) : $479 million Current Quarterly Dividend: $0.21 Dividend Yield (1) : 2.5% Use of Proceeds: For general corporate purposes, including supporting organic growth Lock-Up: 90 days Book-Running Manager: Sandler ONeill + Partners, L.P Co-Managers: Hovde Group, LLC Piper Jaffray & Co. |
Diversified financial services holding company
headquartered in Western New York
Subsidiaries include:
Five Star Bank (regional community bank) Scott Danahy Naylon, LLC (full-service insurance agency) Courier Capital, LLC (investment advisory and wealth management firm) 53 banking locations in 15 contiguous counties in Western and Central New York Experienced management team with extensive market knowledge and industry experience Franchise is a diversified mix of consumer, business and municipal customers, products and revenue sources Generating consistent, strong operating results Positioned for growth through key initiatives and M&A-driven market disruption Corporate Overview Key Corporate Statistics as of March 31, 2017 (1) NPAs include nonaccrual loans, loans past due 90 days or more and still accruing, and foreclosed assets
(2) Refer to Non-GAAP Reconciliation in Appendix (3) Based on May 12, 2017 stock price of $32.95/share and 14,542,215 common shares outstanding
(4) Per SNL Financial Assets: $3.86 billion Loans: $2.40 billion Deposits: $3.17 billion Shareholders Equity: $325.7 million NPAs (1) /Total Assets: 0.21% Employees: ~ 650 ROACE (TTM): 10.09% ROATCE (2) (TTM): 13.43% ROAA (TTM): 0.89% Annualized Dividend Per Share: $0.84 Market and Valuation Data as of May 12, 2017 Market Capitalization (3) : $479 million Dividend Yield: 2.5% Price/Tangible Common Book Value (2) : 206% Price/2017 Consensus EPS (4) : 15.5x Overview of Financial Institutions, Inc. 4 |
5 Dividends & Tangible Common Book Value Dividends & Tangible Common Book Value (1) Refer to Non-GAAP Reconciliation in Appendix (2) As of May 12, 2017; per SNL Financial Reasons to Invest (1) Market Disruption Creating Growth Opportunities Addition of Talent is Fueling Activity and Driving Growth History of Strong Operating Results and Positive Balance Sheet Trends Superior Credit Quality and Solid Capital Position Experienced Leadership Reasonable Valuation Relative to Peers Relative Valuation (2) Relative Valuation (2) Price/Tangible Common Book Value (1) Price/2017 Consensus EPS FISI 206% 15.5x AROW 209% 15.7x CBU 380% 23.0x NBTB 249% 19.0x STBA 218% 15.5x TMP 266% 18.6x $13.56 $13.71 $14.77 $15.62 $0.74 $0.77 $0.80 $0.81 2013 2014 2015 2016 Tangible Common Book Value (per share) Cash Dividends Declared (per share) |
Successfully Executing Long-Term Strategy
Maximize Market Disruption Opportunities
Continue to capitalize on market disruption in Western New York banking Leverage brand to expand in the larger markets of Buffalo and Rochester Continue to strengthen bench through strategic hires Generate Above-Peer-Average Growth / Results Targeting mid-to-high single digit loan growth across all loan classes
Sustain disciplined credit culture Deposit growth sufficient to fund loan growth Continued improvement in ROAA and ROAE Targeting efficiency ratio in the top one-third of peers Dividend growth Increase Fee-Based Revenue Targeting noninterest income at 25%-30% of total revenue Maximize synergies between bank, insurance and wealth management platforms
6 |
Name Title Years with FISI Years in Banking Martin K. Birmingham President and Chief Executive Officer 12 27 Kevin B. Klotzbach EVP, Chief Financial Officer and Treasurer 15 33 William L. Kreienberg EVP, Chief Corporate Development Executive and General Counsel 2 (1) 2 (1) Michael D. Burneal SVP, Chief Risk and Enterprise Administration Officer 12 30 Craig J. Burton SVP, Commercial Real Estate Executive New Hire 30 Vito Caraccio SVP, Commercial Market Executive and Director of Business Banking Sales New Hire 23 David G. Case SVP, Chief Commercial Credit Officer 12 32 Paula D. Dolan SVP, Director of Human Resources and Enterprise Planning 3 19 Joseph L. Dugan SVP, Retail Growth and Profitability Executive New Hire 25 Sonia M. Dumbleton SVP, Controller and Corporate Secretary 32 32 Michael D. Grover SVP, Chief Accounting Officer, Financial Reporting and Tax Manager 17 17 Charles J. Guarino SVP, Chief Retail Lending Executive 22 22 Jeffrey P. Kenefick EVP, Chief Community, Commercial and Strategic Development Officer 11 27 Edward Ted Oexle SVP, C&I Lending Executive and Buffalo Regional President New Hire 25 Deep Bench with Significant Experience Working in Rochester, Buffalo and all of Western NY
Experienced Leadership Team
7 (1) Served as FISIs outside general counsel for previous four years |
Market Footprint
Market Footprint
Growth Opportunities
Growth Opportunities
Buffalo and Rochester
Current market share of 3.6%
(1) in attractive $32 billion combined local deposit markets Five Star Bank presence and brand awareness growing Four financial solution centers opened since November 2015 Market disruption creates opportunity for our style of community banking Personal service with local-leadership and decision-making power Agile in responding to customer needs FISI balance sheet capacity far exceeds many other community banks in marketplace Core Rural Markets Role as trusted banker creates opportunity for fee-based services Rely on stable core deposits 53 branches and 650 employees Top 3 market share in 11 of 15 counties of operation 4 largest bank in counties of operation Low market share in Buffalo and Rochester (1) Buffalo and Rochester MSAs represent total deposit market of $60 billion (FISI share = 1.9%); excluding impact
of estimated national account relationship deposits of $28 billion, combined
MSAs represent $32 billion in local deposits (FISI share =
3.6%) 8
Buffalo Rochester Warsaw th |
Buffalo and Rochester Economic Environment
Financially stable with positive outlook
Key employer transition from manufacturing to small business, technology and
professional services Significant college and university presence,
including academic medical centers with robust research and
development activities Strong collaboration between public and
private sectors
New York Regional Economic Development Council (REDC) Awards
Buffalo Billion and Buffalo Billion II Buffalo and Rochester downtown redevelopments underway 2017 WalletHub List of Best Large Cities to Start a Business: Rochester was 31st and Buffalo 34th
9 Buffalo, New York NY States 2 Largest City Population: 259,000 MSA Population: 1.13 million Rochester, New York NY States 3 Largest City Population: 211,000 MSA Population: 1.08 million Note: Population data based upon U.S. Census estimates nd rd |
Taking advantage of market disruption to upgrade talent across all segments of
our business
Hiring experienced professionals from competing institutions
Choosing community banking environment vs. big bank experience Bringing market experience, knowledge and relationships Experienced Western New York bankers hired to lead recently segregated C&I, CRE and Small
Business Lending Teams: Ted Oexle, Craig Burton and Vito Caraccio Adding lenders in all categories Impact to headcount and overhead expense tempered by retirements and departures
Addition of Talent
10 Commercial Lending Commercial Credit Community Development Officers Key Infrastructure & Support Mortgage Lending Retail Growth & Profitability Executive 10 5 3 8 10 1 Our Team Build Outs and Talent Upgrades Include the Following New Hires (2016 and 2017): |
Evolving to Meet Changing Customer Needs
Financial solution center concept
illustrates how we are evolving to
meet the needs of our customers
High level of personalized banking
Staffed by Certified Personal Bankers
(CPBs)
experts trained to meet a
broad array of customer needs
Smaller footprint than traditional
branch Four financial solution centers open and operating in Rochester and Buffalo Transitioning staff in traditional branches from teller and platform roles to CPBs Adding technology, such as instant issue debit cards, in traditional branches 11 |
Strong Operating Results and Positive Balance Sheet Trends
Total Loans Total Deposits Net Interest Income & Noninterest Income (1) Increase reflects public deposit seasonality ($ in millions) Net Income 12 ($ in millions) ($ in millions) ($ in millions) $25.5 $29.4 $28.3 $31.9 $7.9 2013 2014 2015 2016 1Q '17 $91.6 $93.8 $95.3 $102.7 $27.0 $24.8 $25.4 $30.3 $35.8 $7.8 21.3% 21.3% 24.1% 25.8% 2013 2014 2015 2016 1Q '17 Net Interest Inc. Noninterest Inc. % of Nonint. Inc. to Total Revenue $735 $743 $880 $1,020 $1,051 $1,099 $1,169 $1,204 $1,320 $1,352 $1,834 $1,912 $2,084 $2,340 $2,403 2013 2014 2015 2016 1Q '17 Commercial Loans Consumer Loans $1,724 $1,858 $2,094 $2,293 $2,435 $596 $593 $637 $702 $735 $2,320 $2,451 $2,731 $2,995 $3,170 2013 2014 2015 2016 1Q '17 Transactional deposits Time deposits (1) |
Bank Fees/Income
Various initiatives underway to increase credit card revenues New purchasing card program Increased focus on sale of cash management services Anticipate increase in mortgage-related fees with build-out of residential mortgage production capabilities Scott Danahy Naylon (August 2014) and Courier Capital (January 2016) acquisitions are integrated and performing in-line with expectations Noninterest Income Commentary 13 ($ in millions) Net Interest Income & Noninterest Income ($ in millions) $24.8 $25.4 $30.3 $35.8 $7.8 2013 2014 2015 2016 1Q '17 $91.6 $93.8 $95.3 $102.7 $27.0 $24.8 $25.4 $30.3 $35.8 $7.8 21.3% 21.3% 24.1% 25.8% 2013 2014 2015 2016 1Q '17 Net Interest Inc. Noninterest Inc. % of Nonint. Inc. to Total Revenue |
Loan
and Deposit Composition $2.40bn
4.19% Avg. Yield
(1) Total Loans at March 31, 2017 Total Deposits at March 31, 2017 Total loans increased 13.6% from March 31, 2016 Commercial, residential real estate and indirect portfolios increased 15.7%, 7.9% and 15.6%, respectively
Total deposits increased 7.1% from March 31, 2016, driven by organic
growth
Municipal business continues to grow; dedicated sales force and approximately
310 customers 14
(1) 1Q17 average Commercial 43.7% Consumer Indirect 32.7% Residential Real Estate 22.9% Other Consumer 0.7% Nonint. Bearing Demand 21.0% Int. Bearing Demand 22.0% Savings & Money Market 33.8% Time Deposits 23.2% $3.17bn 0.30% Avg. Cost (1) |
Nonperforming Assets
Net Charge-Offs
($ in millions)
($ in millions)
Nonperforming assets
(1) to total assets are well below peers Loan loss reserves as a ratio of nonperforming assets are significantly higher than peers, demonstrating
FISIs conservative underwriting culture and reserve coverage
Credit quality reflects our knowledge of our community banking market and
customer base Superior Credit Quality
(1) NPAs include nonaccrual loans, loans past due 90 days or more and still accruing, and foreclosed assets
15 $17.1 $10.3 $8.6 $6.4 $8.1 0.58% 0.33% 0.25% 0.17% 0.21% $- $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 $16.0 $18.0 2013 2014 2015 2016 1Q'17 NPAs NPAs/Total Assets $7.1 $6.9 $7.9 $5.8 $2.6 0.40% 0.37% 0.40% 0.26% 0.45% $- $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 $8.0 $9.0 2013 2014 2015 2016 1Q'17 Net Charge-offs Net Charge-offs / Average Loans |
Entire portfolio 0% or 20% risk weighted
Portfolio comprised of New York State
municipals and government agency issued
MBS, CMO and debentures
Modified portfolio duration of 4.45 years
28% of Total Assets
Higher than peers as a result of public deposits (public/municipal deposits comprised 31% of total deposits) Size of securities portfolio has remained relatively constant for the past eight quarters while loans increased nearly 20% 16 Conservative Securities Portfolio (1) 1Q17 average on tax equivalent basis MBS 35.9% NYS Municipals 28.4% CMO 18.2% Debentures 17.5% Total Investment Securities at March 31, 2017 $1.09bn 2.46% Avg. Yield (1) |
Consolidated Capital Ratios
Consolidated Capital Ratios
Historical Capital Position
17 March 31, 2017 Tangible Common Equity / Tangible Assets (1) 6.16% Tier 1 Leverage Ratio 7.30% Tier 1 Risk-Based Capital Ratio 10.11% Total Risk-Based Capital Ratio 12.75% (1) Refer to Non-GAAP Reconciliation in Appendix (1) 7.71% 7.63% 7.35% 7.41% 7.36% 7.30% 10.73% 10.82% 10.47% 10.50% 10.26% 10.11% 11.98% 12.08% 11.72% 13.35% 12.97% 12.75% 6.86% 6.51% 6.41% 6.32% 6.25% 6.16% 5.50% 5.70% 5.90% 6.10% 6.30% 6.50% 6.70% 6.90% 7.10% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% 10.00% 11.00% 12.00% 13.00% 14.00% 2012 2013 2014 2015 2016 Q1 2017 Tier 1 Leverage Ratio Tier 1 Risk-Based Capital Ratio Total Risk-Based Capital Ratio Tangible Common Equity / Tangible Assets |
Business Line Details: Commercial Banking
Commercial Banking
Quarterly Commercial Banking Annual Commentary Strong year-over-year growth in both Commercial Mortgage (CRE and owner occupied) and Commercial Business (C&I) lending Includes growth in less price sensitive Small Business Commercial lending driven by addition of talent #2 SBA lender in Rochester/Buffalo combined and #32 SBA lender in U.S. for the 2016 SBA year ended September 30, 2016 (1) Taking advantage of significant opportunities to capitalize on disruption within the marketplace Made important acquisitions of talent in 2016 and year-to-date in 2017 Community banks are gaining momentum in becoming financial partners of choice Provide a wide spectrum of products: credit, deposit, insurance, wealth advisory and treasury Responsive to changing customer needs ($ in millions) ($ in millions) LTM Growth 15.7% CAGR 11.6% 18 (1) SBA Rankings based on Units $590 $614 $636 $670 $675 $318 $349 $351 $350 $376 0.22% (0.01%) 0.04% 0.10% 0.30% $200 $300 $400 $500 $600 $700 $800 $900 $1,000 $1,100 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 Commercial Mortgage Commercial Business NCOs/Avg Loans $469 $475 $566 $670 $675 $266 $267 $314 $350 $376 0.14% 0.02% 0.24% 0.09% 0.30% $200 $300 $400 $500 $600 $700 $800 $900 $1,000 $1,100 2013 2014 2015 2016 1Q'17 Commercial Mortgage Commercial Business NCOs/Avg Loans |
Business Line Details: Consumer Indirect
Consumer Indirect - Quarterly Consumer Indirect - Annual Commentary Consumer indirect is a unique core competency Experienced management team with average industry experience of 25+ years Loans originate through approximately 480 franchised automobile dealerships in Upstate New York and Pennsylvania (no independent auto dealers) Large unit volume and smaller loans provide natural risk dispersion Model not easily duplicated Relatively short duration allows for rapid re- pricing of new assets High percentage of originations are prime credits, resulting in favorable portfolio performance Ongoing focus to maintain yield and credit quality standards LTM Growth 15.6% CAGR 6.7% 19 ($ in millions) ($ in millions) $680 $697 $730 $752 $786 0.79% 0.53% 0.50% 0.73% 0.93% $630 $650 $670 $690 $710 $730 $750 $770 $790 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 Consumer Indirect NCOs/Avg Loans $636 $662 $677 $752 $786 0.82% 0.87% 0.74% 0.64% 0.93% $500 $550 $600 $650 $700 $750 $800 2013 2014 2015 2016 1Q'17 Consumer Indirect NCOs/Avg Loans |
Business Line Details: Residential Real Estate Loans and Lines
Commentary In-market originations through mortgage loan originators and Five Star Bank branch network include term loans and lines Product builds relationships and captures market share Continuing the build out of residential mortgage production capabilities to capitalize on market disruption in Buffalo and Rochester Balance sheet capacity Community bank delivery model Increased mortgage lending is expected to result in positive balance sheet impact as well as fee generation Strategic hires in 2016 and 2017 are expected to result in significant increase in traditional mortgage banking Senior Residential Lending Administrator and Mortgage Operations Manager in 4Q 2016 Two Community Development Loan Officers in February 2017 Buffalo-based team started in late March 2017 LTM Growth 7.9% CAGR 7.1% 20 ($ in millions) ($ in millions) $509 $533 $550 $550 $549 0.02% 0.06% 0.05% 0.03% 0.01% $450 $470 $490 $510 $530 $550 $570 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 Residential Real Estate NCOs/Avg Loans $439 $487 $508 $550 $549 0.14% 0.09% 0.09% 0.04% 0.01% $300 $350 $400 $450 $500 $550 $600 2013 2014 2015 2016 1Q'17 Residential Real Estate NCOs/Avg Loans |
21 Dividends & Tangible Common Book Value Dividends & Tangible Common Book Value Relative Valuation (2) Relative Valuation (2) (1) Refer to Non-GAAP Reconciliation in Appendix (2) As of May 12, 2017; per SNL Financial Reasons to Invest (1) Price/Tangible Common Book Value (1) Price/2017 Consensus EPS FISI 206% 15.5x AROW 209% 15.7x CBU 380% 23.0x NBTB 249% 19.0x STBA 218% 15.5x TMP 266% 18.6x Market Disruption Creating Growth Opportunities Addition of Talent is Fueling Activity and Driving Growth History of Strong Operating Results and Positive Balance Sheet Trends Superior Credit Quality and Solid Capital Position Experienced Leadership Reasonable Valuation Relative to Peers $13.56 $13.71 $14.77 $15.62 $0.74 $0.77 $0.80 $0.81 2013 2014 2015 2016 Tangible Common Book Value (per share) Cash Dividends Declared (per share) |
Appendix 22 |
(1) Tangible common equity divided by tangible assets (2) Tangible common equity divided by common shares outstanding (3) Net income available to common shareholders (annualized) divided by average tangible common equity
Source: Company filings
Non-GAAP Financial Information
This presentation contains disclosure regarding tangible common book value per
share and return on average tangible common equity, which are determined by methods other than in accordance with U.S. generally accepted accounting principles (GAAP). The Company believes that these non-GAAP measures
are useful to our investors as measures of the strength of the
Companys capital and ability to generate earnings on tangible common
equity invested by our shareholders. These non-GAAP measures provide supplemental information that may help investors to analyze our capital position without regard to the effects of intangible assets. Non-GAAP financial measures have
inherent limitations and are not uniformly applied by issuers.
Therefore, these non-GAAP financial measures should not be considered in
isolation, or as a substitute for comparable measures prepared in accordance with GAAP. The comparable GAAP financial measures and reconciliation to the comparable GAAP financial measures are provided below.
Non-GAAP Reconciliation
23 GAAP to Non-GAAP Reconciliation TTM Ended ($ in thousands, except per share data) 2012 2013 2014 2015 2016 3/31/2017 Computation of ending tangible common equity: Common shareholders' equity 236,426 $ 237,497 $ 262,192 $ 276,504 $ 302,714 $ 308,348 $
Less: Goodwill and other intangible assets, net
50,389 50,002 68,639 66,946 75,640 75,343 Tangible common equity
186,037 187,495 193,553 209,558 227,074 233,005 Computation of ending tangible assets:
Total assets 2,763,865 $ 2,928,636 $ 3,089,521 $ 3,381,024 $ 3,710,340 $ 3,859,865 $ Less: Goodwill and other intangible assets, net 50,389 50,002 68,639 66,946 75,640 75,343 Tangible assets
2,713,476 2,878,634 3,020,882 3,314,078 3,634,700 3,784,522 Tangible common equity to tangible assets
6.86% 6.51% 6.41% 6.32% 6.25% 6.16% Common shares outstanding 13,788 13,829 14,118 14,191 14,538 14,536 Tangible common book value per share
13.49 $
13.56 $
13.71 $
14.77 $
15.62 $
16.03 $
Computation of average tangible common equity:
Average common equity
230,527 $ 235,290 $ 254,533 $ 272,367 $ 301,666 $ 305,337 $
Less: Average goodwill and other intangible assets, net
43,399 50,201 57,039 68,138 76,170 75,968 Average tangible common equity
187,128 185,089 197,494 204,229 225,496 229,369 Computation of average tangible assets:
Average assets
2,519,258 $ 2,803,825 $ 2,994,604 $ 3,269,890 $ 3,547,105 $ 3,633,553 $ Less: Average goodwill and other intangible assets, net 43,399 50,201 57,039 68,138 76,170 75,968 Average tangible assets
2,475,859 2,753,624 2,937,565 3,201,752 3,470,935 3,557,585 Net income available to common shareholders
21,975 24,064 27,893 26,875 30,469 30,794 Return on average tangible common equity
11.74% 13.00% 14.12% 13.16% 13.51% 13.43% Year Ended (1) (2) (3) |