UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 8, 2014
ENTRAVISION COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-15997 | 95-4783236 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
(Address of principal executive offices) (Zip Code)
(310) 447-3870
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
On May 8, 2014, Entravision Communications Corporation (the Company) issued a press release announcing its results of operations for the three-month period ended March 31, 2014. A copy of that press release is furnished herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K, including the exhibit hereto, is being furnished under 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 (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any future registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
99.1 | Press release issued by Entravision Communications Corporation on May 8, 2014. |
- 2 -
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 hereunto duly authorized.
ENTRAVISION COMMUNICATIONS CORPORATION | ||||||
Date: May 8, 2014 | By: | /s/ Walter F. Ulloa | ||||
Walter F. Ulloa | ||||||
Chairman and Chief Executive Officer |
- 3 -
EXHIBIT INDEX
Exhibit Number |
Description of Exhibit | |
99.1 | Press release issued by Entravision Communications Corporation on May 8, 2014. |
- 4 -
Exhibit 99.1
ENTRAVISION COMMUNICATIONS CORPORATION REPORTS
FIRST QUARTER 2014 RESULTS
- Announces quarterly cash dividend of $0.025 per share -
SANTA MONICA, CALIFORNIA, May 8, 2014 Entravision Communications Corporation (NYSE: EVC) today reported financial results for the three-month period ended March 31, 2014.
Historical results, which are attached, are in thousands of U.S. dollars (except share and per share data). This press release contains certain non-GAAP financial measures as defined by SEC Regulation G. The GAAP financial measure most directly comparable to each of these non-GAAP financial measures, and a table reconciling each of these non-GAAP financial measures to its most directly comparable GAAP financial measure, is included beginning on page 8. Unaudited financial highlights are as follows:
Three-Month Period Ended March 31, |
||||||||||||
2014 | 2013 | % Change | ||||||||||
Net revenue |
$ | 52,656 | $ | 49,087 | 7 | % | ||||||
Operating expenses (1) |
33,507 | 31,908 | 5 | % | ||||||||
Corporate expenses (2) |
4,836 | 4,497 | 8 | % | ||||||||
Consolidated adjusted EBITDA (3) |
14,985 | 13,380 | 12 | % | ||||||||
Free cash flow (4) |
$ | 9,353 | $ | 3,438 | 172 | % | ||||||
Free cash flow per share, basic (4) |
$ | 0.11 | $ | 0.04 | 175 | % | ||||||
Free cash flow per share, diluted (4) |
$ | 0.10 | $ | 0.04 | 150 | % | ||||||
Net income (loss) |
$ | 4,388 | $ | (957 | ) | NM | ||||||
Net income (loss) per share, basic and diluted |
$ | 0.05 | $ | (0.01 | ) | NM | ||||||
Cash dividends declared per common share |
$ | 0.03 | $ | | 100 | % | ||||||
Weighted average common shares outstanding, basic |
88,683,948 | 86,459,017 | ||||||||||
Weighted average common shares outstanding, diluted |
90,943,866 | 86,459,017 |
(1) | Operating expenses include direct operating, selling, general and administrative expenses. Included in operating expenses are $0.1 and $0.2 million of non-cash stock-based compensation for the three-month periods ended March 31, 2014 and 2013, respectively. Operating expenses do not include corporate expenses, depreciation and amortization, impairment charge, gain (loss) on sale of assets, gain (loss) on debt extinguishment and other income (loss). |
(2) | Corporate expenses include $0.6 million and $0.7 million of non-cash stock-based compensation for the three-month periods ended March 31, 2014 and 2013, respectively. |
(3) | Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our credit facility and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and does include syndication programming payments. While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income and net income. As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions. |
(4) | Free cash flow is defined as consolidated adjusted EBITDA less cash paid for income taxes, net interest expense, and capital expenditures. Net interest expense is defined as interest expense, less non-cash interest expense relating to amortization of debt finance costs, less non-cash interest expense relating to discount amortization on our $324 million aggregate principal amount of 8.750% senior secured first lien notes (the Notes), which were fully redeemed on August 2, 2013, and less interest income. Free cash flow per share is defined as free cash flow divided by the basic or diluted weighted average common shares outstanding. |
Entravision Communications
Page 2 of 9
Commenting on the Companys earnings results, Walter F. Ulloa, Chairman and Chief Executive Officer, said, During the first quarter, we achieved continued growth in core advertising revenue (excluding retransmission consent revenue and political advertising revenue) as our television segment again outperformed the television broadcast industry. Continuing the trend of the last several years, we also experienced an increase in retransmission consent revenue. We also improved our free cash flow and net income over the first quarter of 2013 as we benefited from the successful refinancing of our debt. Our audience shares remain strong in the nations most densely populated Latino markets, and we believe we are well positioned to benefit as the U.S. Latino market continues to expand and advertisers increasingly recognize the importance of reaching our target audience.
Announces Quarterly Cash Dividend
The Company announced today that its Board of Directors has approved a quarterly cash dividend to shareholders of $0.025 per share of the Companys Class A, Class B and Class U common stock, in an aggregate amount of approximately $2.2 million. The quarterly dividend will be payable on June 30, 2014 to shareholders of record as of the close of business on June 13, 2014, and the common stock will trade ex-dividend on June 11, 2014. As previously announced, the Company currently anticipates that cash dividends will be paid on a quarterly basis in the future. Any decision to pay cash dividends in the future will be subject to further approval by the Board.
Entravision Communications
Page 3 of 9
Financial Results
Three-Month Period Ended March 31, 2014 Compared to Three-Month Period Ended
March 31, 2013
(Unaudited)
Three-Month Period Ended March 31, |
||||||||||||
2014 | 2013 | % Change | ||||||||||
Net revenue |
$ | 52,656 | $ | 49,087 | 7 | % | ||||||
Operating expenses (1) |
33,507 | 31,908 | 5 | % | ||||||||
Corporate expenses (1) |
4,836 | 4,497 | 8 | % | ||||||||
Depreciation and amortization |
3,515 | 3,955 | (11 | )% | ||||||||
|
|
|
|
|||||||||
Operating income (loss) |
10,798 | 8,727 | 24 | % | ||||||||
Interest expense, net |
(3,426 | ) | (7,777 | ) | (56 | )% | ||||||
|
|
|
|
|||||||||
Income (loss) before income taxes |
7,372 | 950 | 676 | % | ||||||||
Income tax (expense) benefit |
(2,984 | ) | (1,907 | ) | 56 | % | ||||||
|
|
|
|
|||||||||
Net income (loss) |
$ | 4,388 | $ | (957 | ) | NM | ||||||
|
|
|
|
(1) | Operating expenses and corporate expenses are defined on page 1. |
Net revenue increased to $52.7 million for the three-month period ended March 31, 2014 from $49.1 million for the three-month period ended March 31, 2013, an increase of $3.6 million. Of the overall increase, approximately $2.8 million was generated by our television segment and was primarily attributable to increases in local advertising revenue and retransmission consent revenue. The remaining $0.8 million of the overall increase was generated by our radio segment and was primarily attributable to an increase in national advertising revenue.
Operating expenses increased to $33.5 million for the three-month period ended March 31, 2014 from $31.9 million for the three-month period ended March 31, 2013, an increase of $1.6 million. The increase was primarily attributable to an increase in salary expense, employee benefits costs and payroll taxes associated with the increase in salary expense.
Corporate expenses increased to $4.8 million for the three-month period ended March 31, 2014 from $4.5 million for the three-month period ended March 31, 2013, an increase of $0.3 million. The increase was primarily attributable to increases in salary expense and interactive media-related expenses.
Entravision Communications
Page 4 of 9
Segment Results
The following represents selected unaudited segment information:
Three-Month Period Ended March 31, |
||||||||||||
2014 | 2013 | % Change | ||||||||||
Net Revenue |
||||||||||||
Television |
$ | 37,741 | $ | 34,952 | 8 | % | ||||||
Radio |
$ | 14,915 | $ | 14,135 | 6 | % | ||||||
|
|
|
|
|||||||||
Total |
$ | 52,656 | $ | 49,087 | 7 | % | ||||||
Operating Expenses (1) |
||||||||||||
Television |
$ | 19,451 | $ | 18,914 | 3 | % | ||||||
Radio |
14,056 | 12,994 | 8 | % | ||||||||
|
|
|
|
|||||||||
Total |
$ | 33,507 | $ | 31,908 | 5 | % | ||||||
Corporate Expenses (1) |
$ | 4,836 | $ | 4,497 | 8 | % | ||||||
Consolidated adjusted EBITDA (1) |
$ | 14,985 | $ | 13,380 | 12 | % |
(1) | Operating expenses, Corporate expenses, and Consolidated adjusted EBITDA are defined on page 1. |
Entravision Communications Corporation will hold a conference call to discuss its 2014 first quarter results on May 8, 2014 at 5 p.m. Eastern Time. To access the conference call, please dial 412-858-4600 ten minutes prior to the start time. The call will be webcast live and archived for replay on the investor relations portion of the Companys Web site located at www.entravision.com.
Entravision Communications Corporation is a diversified Spanish-language media company utilizing a combination of television, radio and digital operations to reach Latino consumers across the United States, as well as the border markets of Mexico. Entravision is the largest affiliate group of both the top-ranked Univision television network and Univisions UniMas network, with television stations in 20 of the nations top 50 Latino markets. The company owns and/or operates 58 primary television stations and also operates one of the nations largest groups of primarily Spanish-language radio stations, consisting of 49 owned and operated radio stations. Additionally, Entravision has a variety of cross-platform digital content and sales offerings designed to capitalize on the companys leadership position within the Latino broadcasting community. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.
This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Companys actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Companys filings with the Securities and Exchange Commission.
# # #
(Financial Table Follows)
For more information, please contact:
Christopher T. Young | Mike Smargiassi/Brad Edwards | |
Chief Financial Officer | Brainerd Communicators, Inc. | |
Entravision Communications Corporation | 212-986-6667 | |
310-447-3870 |
Entravision Communications
Page 5 of 9
Entravision Communications Corporation
Consolidated Balance Sheets
(In thousands)
March 31, 2014 |
December 31, 2013 |
|||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 47,125 | $ | 43,822 | ||||
Trade receivables, net |
53,721 | 57,043 | ||||||
Deferred income taxes |
6,100 | 6,100 | ||||||
Prepaid expenses and other current assets |
4,892 | 4,087 | ||||||
|
|
|
|
|||||
Total current assets |
111,838 | 111,052 | ||||||
Property and equipment, net |
57,709 | 58,765 | ||||||
Intangible assets subject to amortization, net |
19,186 | 19,812 | ||||||
Intangible assets not subject to amortization |
220,701 | 220,701 | ||||||
Goodwill |
36,647 | 36,647 | ||||||
Deferred income taxes |
81,894 | 83,856 | ||||||
Other assets |
6,802 | 7,404 | ||||||
|
|
|
|
|||||
Total assets |
$ | 534,777 | $ | 538,237 | ||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
Current liabilities |
||||||||
Current maturities of long-term debt |
$ | 3,750 | $ | 3,750 | ||||
Advances payable, related parties |
118 | 118 | ||||||
Accounts payable and accrued expenses |
24,313 | 31,246 | ||||||
|
|
|
|
|||||
Total current liabilities |
28,181 | 35,114 | ||||||
Long-term debt, less current maturities |
359,375 | 360,313 | ||||||
Other long-term liabilities |
7,320 | 6,786 | ||||||
|
|
|
|
|||||
Total liabilities |
394,876 | 402,213 | ||||||
|
|
|
|
|||||
Stockholders equity |
||||||||
Class A common stock |
6 | 6 | ||||||
Class B common stock |
2 | 2 | ||||||
Class U common stock |
1 | 1 | ||||||
Additional paid-in capital |
927,497 | 927,377 | ||||||
Accumulated deficit |
(787,208 | ) | (791,596 | ) | ||||
Accumulated other comprehensive income (loss) |
(397 | ) | 234 | |||||
|
|
|
|
|||||
Total stockholders equity |
139,901 | 136,024 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders equity |
$ | 534,777 | $ | 538,237 | ||||
|
|
|
|
Entravision Communications
Page 6 of 9
Entravision Communications Corporation
Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
Three-Month Period Ended March 31, |
||||||||
2014 | 2013 | |||||||
Net revenue |
$ | 52,656 | $ | 49,087 | ||||
|
|
|
|
|||||
Expenses: |
||||||||
Direct operating expenses |
24,876 | 24,225 | ||||||
Selling, general and administrative expenses |
8,631 | 7,683 | ||||||
Corporate expenses |
4,836 | 4,497 | ||||||
Depreciation and amortization |
3,515 | 3,955 | ||||||
|
|
|
|
|||||
41,858 | 40,360 | |||||||
|
|
|
|
|||||
Operating income (loss) |
10,798 | 8,727 | ||||||
Interest expense |
(3,438 | ) | (7,784 | ) | ||||
Interest income |
12 | 7 | ||||||
|
|
|
|
|||||
Income (loss) before income taxes |
7,372 | 950 | ||||||
Income tax (expense) benefit |
(2,984 | ) | (1,907 | ) | ||||
|
|
|
|
|||||
Net income (loss) |
$ | 4,388 | $ | (957 | ) | |||
|
|
|
|
|||||
Basic and diluted earnings per share: |
||||||||
Net income (loss) per share, basic and diluted |
$ | 0.05 | $ | (0.01 | ) | |||
|
|
|
|
|||||
Cash dividends declared per common share |
$ | 0.03 | $ | | ||||
|
|
|
|
|||||
Weighted average common shares outstanding, basic |
88,683,948 | 86,459,017 | ||||||
|
|
|
|
|||||
Weighted average common shares outstanding, diluted |
90,943,866 | 86,459,017 | ||||||
|
|
|
|
Entravision Communications
Page 7 of 9
Entravision Communications Corporation
Consolidated Statements of Cash Flows
(In thousands; unaudited)
Three-Month Period Ended March 31, |
||||||||
2014 | 2013 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 4,388 | $ | (957 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
Depreciation and amortization |
3,515 | 3,955 | ||||||
Deferred income taxes |
2,495 | 1,842 | ||||||
Amortization of debt issue costs |
201 | 455 | ||||||
Amortization of syndication contracts |
122 | 151 | ||||||
Payments on syndication contracts |
(158 | ) | (325 | ) | ||||
Non-cash stock-based compensation |
708 | 872 | ||||||
Changes in assets and liabilities: |
||||||||
(Increase) decrease in accounts receivable |
3,510 | 1,916 | ||||||
(Increase) decrease in prepaid expenses and other assets |
(993 | ) | (828 | ) | ||||
Increase (decrease) in accounts payable, accrued expenses and other liabilities |
(7,041 | ) | (8,692 | ) | ||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
6,747 | (1,611 | ) | |||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment and intangibles |
(1,918 | ) | (2,555 | ) | ||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
(1,918 | ) | (2,555 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from stock option exercises |
1,636 | 351 | ||||||
Payments on long-term debt |
(938 | ) | | |||||
Dividends paid |
(2,224 | ) | | |||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
(1,526 | ) | 351 | |||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
3,303 | (3,815 | ) | |||||
Cash and cash equivalents: |
||||||||
Beginning |
43,822 | 36,130 | ||||||
|
|
|
|
|||||
Ending |
$ | 47,125 | $ | 32,315 | ||||
|
|
|
|
Entravision Communications
Page 8 of 9
Entravision Communications Corporation
Reconciliation of Consolidated Adjusted EBITDA to Cash Flows From Operating Activities
(In thousands; unaudited)
The most directly comparable GAAP financial measure is operating cash flow. A reconciliation of this non-GAAP measure to cash flows from operating activities for each of the periods presented is as follows:
Three-Month Period Ended March 31, |
||||||||
2014 | 2013 | |||||||
Consolidated adjusted EBITDA (1) |
$ | 14,985 | $ | 13,380 | ||||
Interest expense |
(3,438 | ) | (7,784 | ) | ||||
Interest income |
12 | 7 | ||||||
Income tax (expense) benefit |
(2,984 | ) | (1,907 | ) | ||||
Amortization of syndication contracts |
(122 | ) | (151 | ) | ||||
Payments on syndication contracts |
158 | 325 | ||||||
Non-cash stock-based compensation included in direct operating expenses |
(90 | ) | (184 | ) | ||||
Non-cash stock-based compensation included in corporate expenses |
(618 | ) | (688 | ) | ||||
Depreciation and amortization |
(3,515 | ) | (3,955 | ) | ||||
|
|
|
|
|||||
Net income (loss) |
4,388 | (957 | ) | |||||
Depreciation and amortization |
3,515 | 3,955 | ||||||
Deferred income taxes |
2,495 | 1,842 | ||||||
Amortization of debt issue costs |
201 | 455 | ||||||
Amortization of syndication contracts |
122 | 151 | ||||||
Payments on syndication contracts |
(158 | ) | (325 | ) | ||||
Non-cash stock-based compensation |
708 | 872 | ||||||
Changes in assets and liabilities, net of effect of acquisitions and dispositions: |
||||||||
(Increase) decrease in accounts receivable |
3,510 | 1,916 | ||||||
(Increase) decrease in prepaid expenses and other assets |
(993 | ) | (828 | ) | ||||
Increase (decrease) in accounts payable, accrued expenses and other liabilities |
(7,041 | ) | (8,692 | ) | ||||
|
|
|
|
|||||
Cash flows from operating activities |
$ | 6,747 | $ | (1,611 | ) | |||
|
|
|
|
(1) | Consolidated adjusted EBITDA is defined on page 1. |
Entravision Communications
Page 9 of 9
Entravision Communications Corporation
Reconciliation of Free Cash Flow to Net Income (Loss)
(In thousands; unaudited)
The most directly comparable GAAP financial measure is net income (loss). A reconciliation of this non-GAAP measure to net income (loss) for each of the periods presented is as follows:
Three-Month Period Ended March 31, |
||||||||
2014 | 2013 | |||||||
Consolidated adjusted EBITDA (1) |
$ | 14,985 | $ | 13,380 | ||||
Net interest expense (1) |
3,225 | 7,322 | ||||||
Cash paid (refunded) for income taxes |
489 | 65 | ||||||
Capital expenditures (2) |
1,918 | 2,555 | ||||||
|
|
|
|
|||||
Free cash flow (1) |
9,353 | 3,438 | ||||||
Capital expenditures (2) |
1,918 | 2,555 | ||||||
Amortization of debt issue costs |
(201 | ) | (455 | ) | ||||
Non-cash income tax expense |
(2,495 | ) | (1,842 | ) | ||||
Amortization of syndication contracts |
(122 | ) | (151 | ) | ||||
Payments on syndication contracts |
158 | 325 | ||||||
Non-cash stock-based compensation included in direct operating expenses |
(90 | ) | (184 | ) | ||||
Non-cash stock-based compensation included in corporate expenses |
(618 | ) | (688 | ) | ||||
Depreciation and amortization |
(3,515 | ) | (3,955 | ) | ||||
|
|
|
|
|||||
Net income (loss) |
$ | 4,388 | $ | (957 | ) | |||
|
|
|
|
(1) | Consolidated adjusted EBITDA, net interest expense, and free cash flow are defined on page 1. |
(2) | Capital expenditures is not part of the consolidated statement of operations. |
7/=E01SB"J"RZ
M@U-5J71,OU-2XLE2S,S4HS)4M6$R<3,S,1XNNL&JPH+(UB&>3K@G@5P[.5FS
M'QW"?F<:$HBNE[962NNSXP345:A1T\^(0.H^M/":6C
M[(F+3O8.[UY2Y>ZMJF:.U"!U%^R>"0?YHAQ?-8.89H%4HJ2:5AL(F`"0[4B:
MW`;P*'5+<]X0Q=P#O*J'C_;PVJ5JGUU>H763BFZ6XTUEH%$R;H&4I6!PZ[O4
M=\04Q/VF>Q7;NVR754SE<_Q?62G^1.5)\08AA=;I=[@=7U!9I^=.J;>*3Z1>
MO`'<)A*4"*J'WD+Q#N`=X``^&T(735^I]4U'UFJKG77%Z<\U34..R/(+44CE
M("+`:?LECLJ`BRT5+2IE_M-(0?$I`)YXX[XMXT`U2Q5G"*Z\ZBLU;V&SO9F#
M;KE,0XQ8L(YCU1"F\>G=NV:ADS?HH0`.7>4Q1'L]Z'M+W_3G9GZB^MN,(N-Q
M=J:=M8*5!A2&FTN93BD.E"EIF,4D*V$11#U0WRU7GN.EFV+0XY1T+;#RDD$=
M4*6LHF-I0%A*N"IC:#$XMKC17"#8@@V((-B"&TS'7X^Z8LR-0I"9\A2OM#M]
M,&5*B5TM&EM$`_@322;0RJ`.!8^8