0001104659-14-058259.txt : 20140807 0001104659-14-058259.hdr.sgml : 20140807 20140807160548 ACCESSION NUMBER: 0001104659-14-058259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140807 DATE AS OF CHANGE: 20140807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOINGO WIRELESS INC CENTRAL INDEX KEY: 0001169988 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35155 FILM NUMBER: 141023850 BUSINESS ADDRESS: STREET 1: 10960 WILSHIRE BLVD., SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-586-5180 MAIL ADDRESS: STREET 1: 10960 WILSHIRE BLVD., SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90024 8-K 1 a14-18600_18k.htm 8-K

 

 

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): August 5, 2014

 


 

BOINGO WIRELESS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-35155

 

95-4856877

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10960 Wilshire Blvd., Suite 800
Los Angeles, California

 

90024

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (310) 586-5180

 


 

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):

 

o

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

 

 

o

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

 

 

o

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

 

 

o

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 August 7, 2014, Boingo Wireless, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2014. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Director Resignation

 

On August 5, 2014, Sky Dayton, the Chairman of the Company’s Board of Directors (the “Board”), resigned from the Board effective immediately. Mr. Dayton’s resignation is not the result of any disagreement relating to the Company’s operations, policies or practices.

 

Appointment of New Chairman of the Board and Lead Independent Director

 

In connection with Mr. Dayton’s resignation, the Board appointed David Hagan, the Company’s Chief Executive Officer and member of the Board, as the new Chairman of the Board. In addition, the Board appointed Charles Boesenberg, one of the Company’s independent directors, as the Board’s Lead Independent Director.

 

Changes to Nominating and Corporate Governance Committee Membership

 

Mr. Dayton was the Chairman of the Nominating and Corporate Governance Committee of the Board.  Therefore, in connection with his resignation, the Board has appointed Chuck Davis, currently a member of the Nominating and Corporate Governance Committee, as its Chairman. In addition, the Board has appointed Terrell Jones as a member of the Nominating and Corporate Governance Committee.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

See the Exhibit Index attached to this report.

 

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SIGNATURE

 

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.

 

 

BOINGO WIRELESS, INC.

 

 

 

Date: August 7, 2014

By:

/s/ Peter Hovenier

 

 

Peter Hovenier

 

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release dated August 7, 2014 entitled “Boingo Wireless Reports Strong Second Quarter 2014 Results” issued by Boingo Wireless, Inc. on August 7, 2014.

 

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EX-99.1 2 a14-18600_1ex99d1.htm EX-99.1

Exhibit 99.1

 

PRESS RELEASE

 

GRAPHIC

 

Boingo Wireless Reports Strong Second Quarter 2014 Results

 

Exceeds revenue and profitability guidance—

—Nearly doubled growth in advertising revenue—

—Nearly doubled size of DAS network through six new venue wins in the second quarter—

 

LOS ANGELES — August 7, 2014 — Boingo Wireless (NASDAQ: WIFI), the leading distributed antenna system (DAS) and Wi-Fi provider that serves consumers, carriers and advertisers worldwide, today announced the company’s financial results for the second quarter ended June 30, 2014.

 

Second Quarter 2014 Financial Highlights

 

·                  Revenue of $28.4 million, an increase of 8.2% compared to $26.2 million for the second quarter of 2013.

 

·                  Net loss attributable to common stockholders of $3.7 million, or $0.10 per diluted share, compared to $0.4 million, or $0.01 per diluted share, for the second quarter of 2013.

 

·                  Adjusted EBITDA of $6.0 million, compared to $6.1 million for the second quarter of 2013. Adjusted EBITDA, which is a non-GAAP financial measure, is defined below and is reconciled to net loss attributable to common stockholders, the most comparable measure under GAAP, in the schedule entitled “Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA.”

 

Operational Highlights

 

·                  Nearly doubled the size of DAS network through six new venue wins in the second quarter of 2014, bringing the number of DAS networks in deployment to 17.

 

·                  An exclusive wireless network partnership with Philips Arena, home of the NBA’s Atlanta Hawks, to design, install and manage Wi-Fi and DAS networks.

 

·                  An exclusive partnership with both Gonzaga University’s McCarthey Athletic Center and the Spokane Veterans Memorial Arena to design, install and manage DAS networks.

 

·                  An extension of an exclusive Wi-Fi network partnership with Nashville International Airport to provide Wi-Fi services and install and manage a new neutral host DAS network.

 

·                  A bilateral roaming agreement with Time Warner Cable (TWC) providing millions of TWC Internet customers access to Boingo’s managed and operated locations and giving Boingo customers access to over 35,000 TWC Hotspots. The agreement also includes reciprocal Passpoint roaming to enable seamless and secure connections — Boingo’s first Passpoint roaming agreement.

 

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·                  Named winner of the 2014 Leading Lights award for “Most Innovative Carrier Wi-Fi Deployment” for the deployment of the first Passpoint-enabled networks in commercial venues in the United States.

 

Management Commentary

 

“Our second quarter financial performance exceeded our expectations, despite ongoing investments in our strategic growth initiatives,” said David Hagan, Chief Executive Officer of Boingo Wireless. “Once again, DAS, military and advertising were the primary growth drivers.  DAS continues to gain momentum as evidenced by the signing of six new DAS agreements and our military build-out is well underway. We are scheduled to deploy more than 30 military bases this year and since preliminary service launches, adoption rates have surpassed our expectations. Advertising, which nearly doubled in terms of year-over-year revenue growth during the quarter, continues to provide a strong opportunity for us to monetize our managed and operated network.”

 

Mr. Hagan added, “For the second half of 2014, we will remain focused on our core strategic initiatives: to acquire long-term wireless rights in large venues; to build state-of-the-art DAS, Wi-Fi, and small cell networks to address the wireless industry’s capacity crunch; and to monetize those networks through our retail, wholesale and advertising offerings.”

 

Corporate Developments

 

Boingo Wireless today announced that Sky Dayton is stepping down as Chairman of the Board of Directors, and that the Board has appointed the Company’s current Chief Executive Officer, David Hagan, as Chairman of the Board, and Charles Boesenberg, as Lead Independent Director. A serial entrepreneur, Sky Dayton founded Boingo in 2001 and has served as Chairman of Boingo’s Board of Directors since its inception.

 

“Boingo has never been as well off as it is today, with double-digit revenue growth and unprecedented network wins under its belt,” said Mr. Boesenberg. “The Board would like to thank Sky for his many years of leadership and congratulate Dave on his well-earned appointment.”

 

Mr. Dayton added, “Dave and I have worked hand-in-hand since 2001 to build Boingo from concept to the leading DAS and Wi-Fi provider. As I return to spending all of my time on start-ups, which are my passion, I am extremely pleased to have Dave succeed me as Chairman. Dave is widely respected and under his thoughtful leadership, Boingo is thriving and extremely well positioned to ride the small cell tsunami. No one is more qualified to deliver continued value for our shareholders for years to come.”

 

Business Outlook

 

Boingo Wireless is initiating guidance for the third quarter ending September 30, 2014, as follows:

 

Third Quarter 2014

 

·                  Revenue is expected to be in the range of $28.0 million to $30.0 million.

·                  Adjusted EBITDA is expected to be in the range of $5.0 million to $6.5 million.

 

2



 

·                  Net loss attributable to common stockholders is expected to be in the range of $5.0 million to $3.5 million, or a net loss of $0.14 to $0.10 per diluted share.

 

Boingo Wireless is reiterating revenue and adjusted EBITDA guidance and updating net loss and net loss per share guidance for the full year ending December 31, 2014, as follows:

 

Full Year 2014

 

·                  Revenue is expected to be in the range of $116.0 million to $121.0 million.

·                  Adjusted EBITDA is expected to be in the range of $24.0 million to $27.0 million.

·                  Net loss attributable to common stockholders is expected to be in the range of $17.5 million to $14.5 million, or a net loss of $0.50 to $0.41 per diluted share.

 

Conference Call Information

 

Members of Boingo Wireless’ management will host a conference call to discuss its second quarter 2014 financial results beginning at 4:30 pm ET (1:30 pm PT), today, August 7, 2014. To participate in the conference call, investors from the U.S. and Canada should dial (877) 407-0789 and enter the passcode: 13586790 ten minutes prior to the scheduled start time. International callers should dial +1 (201) 689-8562 and enter the same passcode. In addition, the call will be broadcast live over the Internet hosted on the Investor Relations section of the company’s website at http://investors.boingo.com and will be archived online upon completion of the conference call.

 

Use of Non-GAAP Financial Measures

 

To supplement Boingo Wireless’ financial statements presented on a GAAP basis, Boingo Wireless provides Adjusted EBITDA as a supplemental measure of its performance. The company defines Adjusted EBITDA as net loss attributable to common stockholders plus depreciation and amortization of property and equipment, income tax expense (benefit), amortization of intangible assets, stock-based compensation expense, non-controlling interests and interest and other expense (income), net.

 

Boingo Wireless believes Adjusted EBITDA is useful to investors in evaluating its operating performance. Boingo’s management uses Adjusted EBITDA in conjunction with accounting principles generally accepted in the United States, or GAAP, and operating performance measures as part of its overall assessment of the company’s performance for planning purposes, including the preparation of its annual operating budget, to evaluate the effectiveness of its business strategies and to communicate with its board of directors concerning its financial performance. Adjusted EBITDA should not be considered as an alternative financial measure to net loss attributable to common stockholders, which is the most directly comparable financial measure calculated in accordance with GAAP, or any other measure of financial performance calculated in accordance with GAAP.

 

About Boingo Wireless

 

Boingo Wireless, Inc. (NASDAQ: WIFI) helps the world stay connected. Boingo’s vast footprint of small cell networks covers more than a million DAS and Wi-Fi locations and reaches more than 1 billion consumers annually — in places as varied as airports, stadiums, universities, and military bases. For more information about the Boingo story, visit www.boingo.com.

 

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Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” that involves risks, uncertainties and assumptions. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. These forward-looking statements include the quotations from management in this press release, as well as any statements regarding Boingo’s strategic plans and future guidance. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Since forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, as well as other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (SEC), including Boingo’s Form 10-K for the year ended December 31, 2013 filed with the SEC on March 17, 2014, and Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on May 12, 2014, which the Company incorporates by reference into this press release. Any forward-looking statement made by Boingo in this press release speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for Boingo to predict all of them. Boingo undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

Boingo, Boingo Wireless, the Boingo Wireless Logo and Don’t Just Go. Boingo. are registered trademarks of Boingo Wireless, Inc. All other trademarks are the properties of their respective owners.

 

4



 

Boingo Wireless, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

28,396

 

$

26,239

 

$

54,848

 

$

49,373

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

13,247

 

11,035

 

26,172

 

20,705

 

Network operations

 

5,793

 

4,753

 

11,617

 

8,704

 

Development and technology

 

3,169

 

2,726

 

6,840

 

5,862

 

Selling and marketing

 

3,966

 

3,822

 

7,851

 

6,812

 

General and administrative

 

4,645

 

3,811

 

9,040

 

8,301

 

Amortization of intangible assets

 

928

 

516

 

1,853

 

915

 

Total costs and operating expenses

 

31,748

 

26,663

 

63,373

 

51,299

 

Loss from operations

 

(3,352

)

(424

)

(8,525

)

(1,926

)

Interest and other (expense) income, net

 

(18

)

25

 

1

 

72

 

Loss before income taxes

 

(3,370

)

(399

)

(8,524

)

(1,854

)

Income tax expense (benefit)

 

155

 

(173

)

303

 

(640

)

Net loss

 

(3,525

)

(226

)

(8,827

)

(1,214

)

Net income attributable to non-controlling interests

 

209

 

173

 

355

 

306

 

Net loss attributable to common stockholders

 

$

(3,734

)

$

(399

)

$

(9,182

)

$

(1,520

)

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.10

)

$

(0.01

)

$

(0.26

)

$

(0.04

)

Diluted

 

$

(0.10

)

$

(0.01

)

$

(0.26

)

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computing net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

35,621

 

35,670

 

35,486

 

35,634

 

Diluted

 

35,621

 

35,670

 

35,486

 

35,634

 

 

5



 

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

 

 

 

June 30,
2014

 

December 31,
2013

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

7,954

 

$

27,338

 

Restricted cash

 

545

 

545

 

Marketable securities

 

29,909

 

32,962

 

Accounts receivable, net

 

26,597

 

16,326

 

Prepaid expenses and other current assets

 

3,267

 

2,566

 

Deferred tax assets

 

1,192

 

1,192

 

Total current assets

 

69,464

 

80,929

 

Property and equipment, net

 

93,515

 

67,560

 

Goodwill

 

42,578

 

42,431

 

Intangible assets, net

 

21,549

 

23,413

 

Other assets

 

1,227

 

1,210

 

Total assets

 

$

228,333

 

$

215,543

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

15,392

 

$

11,642

 

Accrued expenses and other liabilities

 

20,091

 

16,908

 

Deferred revenue

 

26,467

 

19,292

 

Total current liabilities

 

61,950

 

47,842

 

Deferred revenue, net of current portion

 

27,646

 

21,591

 

Deferred tax liabilities

 

3,599

 

3,369

 

Other liabilities

 

1,264

 

2,133

 

Total liabilities

 

94,459

 

74,935

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding

 

 

 

Common stock, $0.0001 par value; 100,000 shares authorized; 35,810 and 35,226 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively

 

4

 

4

 

Additional paid-in capital

 

185,643

 

182,927

 

Accumulated deficit

 

(52,370

)

(43,188

)

Total common stockholders’ equity

 

133,277

 

139,743

 

Non-controlling interests

 

597

 

865

 

Total stockholders’ equity

 

133,874

 

140,608

 

Total liabilities and stockholders’ equity

 

$

228,333

 

$

215,543

 

 

6



 

Boingo Wireless, Inc.

Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(3,734

)

$

(399

)

$

(9,182

)

$

(1,520

)

Depreciation and amortization of property and equipment

 

6,531

 

4,734

 

12,315

 

8,867

 

Income tax expense (benefit)

 

155

 

(173

)

303

 

(640

)

Amortization of intangible assets

 

928

 

516

 

1,853

 

915

 

Stock-based compensation expense

 

1,851

 

1,245

 

3,368

 

1,847

 

Non-controlling interests

 

209

 

173

 

355

 

306

 

Interest and other expense (income), net

 

18

 

(25

)

(1

)

(72

)

Adjusted EBITDA

 

$

5,958

 

$

6,071

 

$

9,011

 

$

9,703

 

 

CONTACTS:

 

Christian Gunning

Vice President, Corporate Communications

cgunning@boingo.com 

(310) 586-4009

 

Laura Bainbridge / Kimberly Orlando

Addo Communications

laurab@addocommunications.com  /

kimberlyo@addocommunications.com

(310) 829-5400

 

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