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): April 23, 2019
BANK OF THE JAMES FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Virginia | 001-35402 | 20-0500300 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
828 Main Street, Lynchburg, VA | 24504 | |||
(Address of principal executive offices) | (Zip Code) |
(434) 846-2000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written 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)) |
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 - Results of Operations and Financial Condition
On Friday, April 26, 2019, Bank of the James Financial Group, Inc. (the Company) issued a press release announcing financial results for the quarter ended March 31, 2019 (the Press Release). A copy of the Press Release is attached hereto as Exhibit 99.1.
Item 8.01 - Other Events
On April 23, 2019, the Board of Directors of the Company declared a quarterly cash dividend of $0.06 per share of common stock. The dividend will be paid on or about June 21, 2019, to stockholders of record as of the close of business on June 7, 2019.
Item 9.01 - Financial Statements and Exhibits
(a) Financial statements of businesses acquired not applicable
(b) Pro forma financial information not applicable
(c) Shell company transactions not applicable
(d) Exhibits:
Exhibit No. |
Exhibit Description | |
99.1 | Bank of the James Financial Group, Inc. Press Release dated April 26, 2019 |
2
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 26, 2019 | BANK OF THE JAMES FINANCIAL GROUP, INC. | |||||||
By | /s/ J. Todd Scruggs | |||||||
J. Todd Scruggs Secretary-Treasurer |
3
Exhibit 99.1
Bank of the James Announces First Quarter 2019
Financial Results and Declaration of Dividend
Commercial Loan Growth, Strong Mortgage Production, Record First Quarter EPS
LYNCHBURG, Va., April 26, 2019 Bank of the James Financial Group, Inc. (the Company) (NASDAQ:BOTJ), the parent company of Bank of the James, a full-service commercial and retail bank serving Region 2000 (Greater Lynchburg MSA), and the Charlottesville, Harrisonburg, and Roanoke, Virginia markets, today announced unaudited results for the three months ended March 31, 2019.
Net income for the three months ended March 31, 2019 was $1.23 million or $0.28 per diluted share, compared with $1.12 million or $0.26 per diluted share for the three months ended March 31, 2018. The first quarter 2019 net income and earnings per share were the highest first quarter earnings in the Companys 20-year operating history.
Robert R. Chapman III, President and CEO commented: The first three months of 2019 reflect the execution of our strategic plan towards geographical expansion and year-over-year earnings growth. Our expanded regional markets continue to drive new business opportunities with solid activity in residential mortgage origination, insurance and investments, commercial banking and deposit growth. We look forward to subsequent quarters as our highly motivated team members continue the mission of value creation for our shareholders.
Highlights
| Led by growth in commercial lending, loans receivable, net of allowance for loan losses, were a Company-record $535.96 million at March 31, 2019, up from $530.02 million at December 31, 2018 and up 7% from $501.88 million a year earlier. |
| Owner-occupied commercial real estate loan totals at March 31, 2019 rose 9% from a year earlier, while non-owner-occupied commercial real estate loans rose 36% and commercial & industrial (C&I) loans increased 8% compared with totals at March 31, 2018. |
| Total interest income rose 18% and net interest income before the provision for loan losses was up 15% from the first quarter of 2018, driven primarily by increased interest generated through loan growth and interest expense management. |
| Total noninterest income, including increased fee income from treasury services, income from the Companys insurance and investments business and gains on sale of residential mortgages, rose to $1.22 million in the first quarter of 2019 compared with $1.19 million in the first quarter of 2018. |
| Deposits increased to $616.74 million at March 31, 2019, led by growth in noninterest bearing demand deposits linked to commercial banking relationships. Core deposits (noninterest-bearing demand, NOW, savings and money market accounts) comprised 69% of the Companys total deposits. |
| Total assets were a Company-record $684.39 million at March 31, 2019. |
| The Company maintained strong asset quality, with a ratio of nonperforming loans to total loans of 0.67% at March 31, 2019. |
| Measures of shareholder value included a $2 million increase in total stockholders equity to $57.18 million at March 31, 2019 from $55.14 million at December 31, 2018, and tangible book value per share rose to $13.06, up from $12.59 at December 31, 2018 and $11.80 at March 31, 2018. |
| Based on the results achieved in the first quarter of 2019, on April 23, 2019 the Companys board of directors approved a $0.06 per share dividend payable to stockholders of record on June 7, 2019, to be paid on June 21, 2019. |
First Quarter Operational Review
Total interest income was $7.23 million in the first quarter of 2019, up from $6.16 million a year earlier, primarily reflecting loan growth and adjustable rate loans that repriced to reflect rising interest rates. Interest expense increased year-over-year, which reflected a larger deposit base and rate increases in demand and time deposits. Interest rates paid on total interest-bearing deposits in the first quarter of 2019 were 0.82% compared with 0.64% a year earlier.
While growing our deposit base has resulted in higher interest expense, customer deposits continue to represent the most cost-effective source of funding for loans, particularly as the cost of borrowed funds has risen during the past year, noted Chapman. As in past quarters, we funded a growing loan portfolio without the use of borrowed funds. Our plan this year includes adding new offices with an emphasis on gathering deposits. In 2019, the Company anticipates opening three new full-service locations and relocating a full-service office to a more accessible location.
Net interest income in the first quarter of 2019 was $6.13 million, up 15% compared with the first quarter of 2018. Net interest income after provision for loan losses in the first quarter of 2019 was $5.92 million compared with $5.31 million in the first quarter of 2018, reflecting a modest year-over-year increase in the Companys loan loss provision to reflect loan growth.
Commercial lending growth, increased rates, and an expanded interest rate spread contributed to the net interest margin increasing to 3.92% in the first quarter of 2019 compared with 3.65% a year earlier. The average rate spread for the three months ended March 31, 2019 was 3.77%, up from 3.54% for the three months ended March 31, 2018. Average rates on total earning assets rose to 4.62% compared with 4.22% for the three months ended March 31, 2018.
Noninterest income, including gains from the sale of residential mortgages to the secondary market, revenue contributions from BOTJ Investment Services, and income from the Banks line of treasury management services for commercial customers was $1.22 million in the first quarter of 2019 compared with $1.19 million in the first quarter of 2018.
Noninterest expense for the three months ended March 31, 2019 was $5.60 million compared with $5.10 million a year earlier. The increase primarily reflected increased personnel expenses from an expanded team of producing individuals, and higher occupancy costs related to new offices to support expanded business activity. Other real estate owned (OREO) expenses also increased slightly as a result of a write-down related to one of the properties in the OREO portfolio.
Consistent with prior quarters, the strategic investments made are focused on generating growth, productivity and efficient delivery of services to customers, explained Chapman. Even with growth initiatives that impact performance in the short term, we are focused on continual productivity and efficiency improvement.
In first quarter 2019, Return on Average Assets (ROAA) improved to 0.74% from 0.72% a year earlier, and Return on Average Equity (ROAE) was 8.73%, up from 8.62% a year earlier. The Companys efficiency ratio improved to 76.19% in the first quarter of 2019 compared with 78.21% a year earlier.
Balance Sheet Review: Steady Growth, Sound Quality
Total assets were $684.39 million at March 31, 2019. The primary driver of asset growth continues to be loans held for -investment, net of the allowance for loan losses, which totaled $535.96 million. Loans held-for-sale were $2.60 million. Fair value of securities available-for-sale was $53.50 million compared with $52.73 million at December 31, 2018.
The Companys commercial loan portfolio continued to provide balanced performance and year-over-year growth. Non-owner occupied commercial real estate (primarily commercial and investment property), was $80.12 million at March 31 compared with $58.95 million a year earlier. Owner-occupied commercial real estate was $107.70 million, up 9% from a year ago. Residential mortgages were $114.32 million at March 31, 2019, up 3% from a year earlier, with most of the growth coming from jumbo adjustable rate mortgages. Construction and land loans and home equity were slightly down year-over-year. Consumer loans and farm and agriculture loans, while relatively small segments of the portfolio, increased by double digits.
Total deposits at March 31, 2019 were a Company-record $616.74. During the past year, the majority of deposit growth has been core deposits, and particularly noninterest bearing demand deposits, which were $93.62 million at March 31, 2019, up 12% from $83.96 million at March 31, 2018.
2
Asset quality remained strong, with a ratio of nonperforming loans to total loans of 0.67% at March 31, 2019. The allowance for loan losses to total loans was 0.86% at March 31, 2019, unchanged from December 31, 2018, and the allowance for loan losses to nonperforming loans was 129%.
The Company continued growing stockholder value. Total stockholders equity was $57.18 million March 31, 2019, up from $55.14 million at December 31, 2018. Retained earnings increased to $17.49 million in the first quarter of 2019 from $16.52 million at year-end 2018. Tangible book value per share was $13.06 at March 31, 2019. The Banks regulatory capital ratios continued to exceed accepted regulatory standards for a well-capitalized institution.
About the Company
Bank of the James, a wholly owned subsidiary of Bank of the James Financial Group, Inc. opened for business in July 1999 and is headquartered in Lynchburg, Virginia. The bank currently services customers in Virginia from offices located in Altavista, Amherst, Appomattox, Bedford, Blacksburg, Charlottesville, Forest, Harrisonburg, Lynchburg, Madison Heights, and Roanoke. The bank offers full investment and insurance services through its BOTJ Investment Services division and BOTJ Insurance, Inc. subsidiary. The bank provides mortgage loan origination through Bank of the James Mortgage, a division of Bank of the James. Bank of the James Financial Group, Inc. common stock is listed under the symbol BOTJ on the NASDAQ Stock Market, LLC. Additional information on the Company is available at www.bankofthejames.bank.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words believe, estimate, expect, intend, anticipate, plan and similar expressions and variations thereof identify certain of such forward-looking statements which speak only as of the dates on which they were made. Bank of the James Financial Group, Inc. (the Company) undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Such factors include, but are not limited to, competition, general economic conditions, potential changes in interest rates, and changes in the value of real estate securing loans made by Bank of the James (the Bank), a subsidiary of the Company. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Companys filings with the Securities and Exchange Commission and previously filed by the Bank (as predecessor of the Company) with the Federal Reserve Board.
CONTACT: J. Todd Scruggs, Executive Vice President and Chief Financial Officer (434) 846-2000.
tscruggs@bankofthejames.com
FINANCIAL STATEMENTS FOLLOW
3
Bank of the James Financial Group, Inc. and Subsidiaries
Dollar amounts in thousands, except per share data
unaudited
Selected Data: | Three Months Ending Mar 31, 2019 |
Three Months Ending Mar 31, 2018 |
Change | |||||||||
Interest income |
$ | 7,234 | $ | 6,155 | 17.53 | % | ||||||
Interest expense |
1,104 | 824 | 33.98 | % | ||||||||
Net interest income |
6,130 | 5,331 | 14.99 | % | ||||||||
Provision for loan losses |
210 | 22 | 854.55 | % | ||||||||
Noninterest income |
1,219 | 1,186 | 2.78 | % | ||||||||
Noninterest expense |
5,599 | 5,097 | 9.85 | % | ||||||||
Income taxes |
306 | 275 | 11.27 | % | ||||||||
Net income |
1,234 | 1,123 | 9.88 | % | ||||||||
Weighted average shares outstanding - basic |
4,378,436 | 4,378,436 | - | |||||||||
Weighted average shares outstanding - diluted |
4,380,959 | 4,378,526 | (90 | ) | ||||||||
Basic net income per share |
$ | 0.28 | $ | 0.26 | $ | 0.02 | ||||||
Fully diluted net income per share |
$ | 0.28 | $ | 0.26 | $ | 0.02 |
Balance Sheet at period end: |
Mar 31, 2019 |
Dec 31, 2018 |
Change | Mar 31, 2018 |
Dec 31, 2017 |
Change | ||||||||||||||||||
Loans, net |
$ | 535,959 | $ | 530,016 | 1.12 | % | $ | 501,877 | $ | 491,022 | 2.21 | % | ||||||||||||
Loans held for sale |
2,604 | 1,670 | 55.93 | % | 3,448 | 2,626 | 31.30 | % | ||||||||||||||||
Total securities |
57,194 | 56,427 | 1.36 | % | 58,341 | 61,025 | -4.40 | % | ||||||||||||||||
Total deposits |
616,744 | 612,043 | 0.77 | % | 584,516 | 567,493 | 3.00 | % | ||||||||||||||||
Stockholders equity |
57,177 | 55,143 | 3.64 | % | 51,675 | 51,665 | 0.02 | % | ||||||||||||||||
Total assets |
684,388 | 674,897 | 1.41 | % | 653,635 | 626,341 | 4.36 | % | ||||||||||||||||
Shares outstanding |
4,378,436 | 4,378,436 | - | 4,378,436 | 4,378,436 | - | ||||||||||||||||||
Book value per share |
$ | 13.06 | $ | 12.59 | 0.47 | $ | 11.80 | $ | 11.80 | $ | 0.00 |
4
Daily averages: | Three months ending Mar 31, 2019 |
Three months ending Mar 31, 2018 |
Change | |||||||||
Loans, net |
$ | 533,314 | $ | 492,469 | 8.29 | % | ||||||
Loans held for sale |
2,004 | 2,439 | -17.84 | % | ||||||||
Total securities |
58,770 | 62,673 | -6.23 | % | ||||||||
Total deposits |
614,066 | 570,680 | 7.60 | % | ||||||||
Stockholders equity |
57,317 | 52,847 | 8.46 | % | ||||||||
Interest earning assets |
634,995 | 592,312 | 7.21 | % | ||||||||
Interest bearing liabilities |
526,494 | 493,675 | 6.65 | % | ||||||||
Total assets |
678,346 | 629,948 | 7.68 | % |
Financial Ratios: | Three months ending Mar 31, 2019 |
Three months ending Mar 31, 2018 |
Change | |||||||||
Return on average assets |
0.74 | % | 0.72 | % | 0.02 | |||||||
Return on average equity |
8.73 | % | 8.62 | % | 0.11 | |||||||
Net interest margin |
3.92 | % | 3.65 | % | 0.27 | |||||||
Efficiency ratio |
76.19 | % | 78.21 | % | (2.02 | ) | ||||||
Average equity to average assets |
8.45 | % | 8.39 | % | 0.06 |
Allowance for loan losses: | Three months ending Mar 31, 2019 |
Three months ending Mar 31, 2018 |
Change | |||||||||
Beginning balance |
$ | 4,581 | $ | 4,752 | -3.60 | % | ||||||
Provision for losses |
210 | 22 | 854.55 | % | ||||||||
Charge-offs |
(133 | ) | (240 | ) | -44.58 | % | ||||||
Recoveries |
15 | 137 | -89.05 | % | ||||||||
Ending balance |
4,673 | 4,671 | 0.04 | % |
Nonperforming assets: | Mar 31, 2019 |
Dec 31, 2018 |
Change | Mar 31, 2018 |
Dec 31, 2017 |
Change | ||||||||||||||||||
Total nonperforming loans |
$ | 3,622 | $ | 2,939 | 23.24 | % | $ | 3,545 | $ | 4,308 | -17.71 | % | ||||||||||||
Other real estate owned |
2,253 | 2,431 | -7.32 | % | 2,096 | 2,650 | -20.91 | % | ||||||||||||||||
Total nonperforming assets |
5,875 | 5,370 | 9.40 | % | 5,641 | 6,958 | -18.93 | % | ||||||||||||||||
Troubled debt restructurings - (performing portion) |
422 | 424 | -0.47 | % | 435 | 440 | -1.14 | % |
5
Asset quality ratios: | Mar 31, 2019 |
Dec 31, 2018 |
Change | Mar 31, 2018 |
Dec 31, 2017 |
Change | ||||||||||||||||||
Nonperforming loans to total loans |
0.67 | % | 0.55 | % | 0.12 | 0.70 | % | 0.87 | % | (0.17 | ) | |||||||||||||
Allowance for loan losses to total loans |
0.86 | % | 0.86 | % | 0.00 | 0.92 | % | 0.96 | % | (0.04 | ) | |||||||||||||
Allowance for loan losses to nonperforming loans |
129.02 | % | 155.87 | % | (26.85 | ) | 131.76 | % | 110.31 | % | 21.45 |
6
Bank of the James Financial Group, Inc. and Subsidiaries
Consolidated Balance Sheets
(dollar amounts in thousands, except per share amounts)
(unaudited) | ||||||||
Assets | 3/31/2019 | 12/31/2018 | ||||||
Cash and due from banks |
$ | 28,533 | $ | 26,725 | ||||
Federal funds sold |
20,207 | 23,600 | ||||||
|
|
|
|
|||||
Total cash and cash equivalents |
48,740 | 50,325 | ||||||
|
|
|
|
|||||
Securities held-to-maturity (fair value of $3,666 in 2019 and $3,515 in 2018) |
3,697 | 3,700 | ||||||
Securities available-for-sale, at fair value |
53,497 | 52,727 | ||||||
Restricted stock, at cost |
1,462 | 1,462 | ||||||
Loans, net of allowance for loan losses of $4,673 in 2019 and $4,581 in 2018 |
535,959 | 530,016 | ||||||
Loans held for sale |
2,604 | 1,670 | ||||||
Premises and equipment, net |
14,287 | 13,233 | ||||||
Software, net |
186 | 193 | ||||||
Interest receivable |
1,946 | 1,742 | ||||||
Cash value - bank owned life insurance |
13,442 | 13,359 | ||||||
Other real estate owned |
2,253 | 2,431 | ||||||
Income taxes receivable |
797 | 1,102 | ||||||
Deferred tax asset |
1,480 | 1,755 | ||||||
Other assets |
4,038 | 1,182 | ||||||
|
|
|
|
|||||
Total assets |
$ | 684,388 | $ | 674,897 | ||||
|
|
|
|
|||||
Liabilities and Stockholders Equity |
||||||||
Deposits |
||||||||
Noninterest bearing demand |
$ | 93,624 | $ | 91,356 | ||||
NOW, money market and savings |
331,848 | 331,298 | ||||||
Time |
191,272 | 189,389 | ||||||
|
|
|
|
|||||
Total deposits |
616,744 | 612,043 | ||||||
Capital notes |
5,000 | 5,000 | ||||||
Interest payable |
154 | 127 | ||||||
Other liabilities |
5,313 | 2,584 | ||||||
|
|
|
|
|||||
Total liabilities |
$ | 627,211 | $ | 619,754 | ||||
|
|
|
|
7
Stockholders equity |
||||||||
Common stock $2.14 par value; authorized 10,000,000 shares; issued and outstanding 4,378,436 as of March 31, 2019 and December 31, 2018 |
9,370 | 9,370 | ||||||
Additional paid-in-capital |
31,522 | 31,495 | ||||||
Accumulated other comprehensive (loss) |
(1,207 | ) | (2,243 | ) | ||||
Retained earnings |
17,492 | 16,521 | ||||||
|
|
|
|
|||||
Total stockholders equity |
$ | 57,177 | $ | 55,143 | ||||
|
|
|
|
|||||
Total liabilities and stockholders equity |
$ | 684,388 | $ | 674,897 | ||||
|
|
|
|
8
Bank of the James Financial Group, Inc. and Subsidiaries
Consolidated Statements of Income
(dollar amounts in thousands, except per share amounts)
(unaudited)
For the Three Months | ||||||||
Ended March 31, | ||||||||
Interest Income | 2019 | 2018 | ||||||
Loans |
$ | 6,654 | $ | 5,674 | ||||
Securities |
||||||||
US Government and agency obligations |
185 | 198 | ||||||
Mortgage backed securities |
61 | 68 | ||||||
Municipals |
81 | 82 | ||||||
Dividends |
18 | 8 | ||||||
Other (Corporates) |
23 | 23 | ||||||
Interest bearing deposits |
91 | 35 | ||||||
Federal Funds sold |
121 | 67 | ||||||
|
|
|
|
|||||
Total interest income |
7,234 | 6,155 | ||||||
|
|
|
|
|||||
Interest Expense |
||||||||
Deposits |
||||||||
NOW, money market and savings |
306 | 192 | ||||||
Time Deposits |
668 | 501 | ||||||
FHLB borrowings |
| 1 | ||||||
Brokered time deposits |
80 | 80 | ||||||
Capital notes |
50 | 50 | ||||||
|
|
|
|
|||||
Total interest expense |
1,104 | 824 | ||||||
|
|
|
|
|||||
Net interest income |
6,130 | 5,331 | ||||||
Provision for loan losses |
210 | 22 | ||||||
|
|
|
|
|||||
Net interest income after provision for loan losses |
5,920 | 5,309 | ||||||
|
|
|
|
|||||
Noninterest income |
||||||||
Gains on sale of loans held for sale |
691 | 620 | ||||||
Service charges, fees and commissions |
439 | 464 | ||||||
Increase in cash value of life insurance |
83 | 85 | ||||||
Other |
6 | 17 | ||||||
|
|
|
|
|||||
Total noninterest income |
1,219 | 1,186 |
9
Noninterest expenses |
||||||||
Salaries and employee benefits |
2,928 | 2,713 | ||||||
Occupancy |
421 | 395 | ||||||
Equipment |
458 | 379 | ||||||
Supplies |
162 | 149 | ||||||
Professional, data processing, and other outside expense |
815 | 815 | ||||||
Marketing |
145 | 140 | ||||||
Credit expense |
127 | 125 | ||||||
Other real estate expenses |
139 | 40 | ||||||
FDIC insurance expense |
94 | 101 | ||||||
Other |
310 | 240 | ||||||
|
|
|
|
|||||
Total noninterest expenses |
5,599 | 5,097 | ||||||
|
|
|
|
|||||
Income before income taxes |
1,540 | 1,398 | ||||||
Income tax expense |
306 | 275 | ||||||
|
|
|
|
|||||
Net Income |
$ | 1,234 | $ | 1,123 | ||||
Weighted average shares outstanding - basic |
4,378,436 | 4,378,436 | ||||||
|
|
|
|
|||||
Weighted average shares outstanding - diluted |
4,380,959 | 4,378,526 | ||||||
|
|
|
|
|||||
Net income per common share - basic |
$ | 0.28 | $ | 0.26 | ||||
|
|
|
|
|||||
Net income per common share - diluted |
$ | 0.28 | $ | 0.26 | ||||
|
|
|
|
10
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