Bermuda | 001-32959 | 98-0444035 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
c/o Aircastle Advisor LLC, 201 Tresser Boulevard, Suite 400, Stamford, CT | 06901 | |
(Address of principal executive offices) | (Zip Code) |
☐ | 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)) |
99.1 | Press Release dated May 3, 2018 which is being furnished hereto pursuant to Item 2.02. |
AIRCASTLE LIMITED (Registrant) |
/s/ Christopher Beers |
Christopher Beers |
General Counsel and Secretary |
Exhibit Number | Description |
• | Total revenues(1) were $202.7 million |
• | Total lease rental and finance and sales-type lease revenues were $186.9 million |
• | Net income was $57.5 million, or $0.73 per diluted common share |
• | Adjusted net income(2) was $56.8 million, or $0.72 per diluted common share |
• | Adjusted EBITDA(2) was $191.1 million |
• | Cash ROE(2) was 15.9%; net cash interest margin was 8.3% |
• | Acquired four narrow-body aircraft for $111 million |
• | Sold four older narrow-body aircraft for $44 million and a gain on sale of $5.8 million |
• | Committed to acquire twelve additional narrow-body aircraft this year for more than $490 million, including our first expected investment in A320 NEOs |
• | Declared our 48th consecutive quarterly dividend |
• | Repurchased $9.6 million of our shares year-to-date at average price of $19.54 per share |
(In thousands, except share data) | Three Months Ended March 31, | ||||||
2018 | 2017 | ||||||
Lease rental and finance and sales-type lease revenues | $ | 186,925 | $ | 194,659 | |||
Total revenues(1) | $ | 202,680 | $ | 205,032 | |||
Adjusted EBITDA(2) | $ | 191,145 | $ | 193,391 | |||
Net income | $ | 57,547 | $ | 42,439 | |||
Per common share - Diluted | $ | 0.73 | $ | 0.54 | |||
Adjusted net income(2) | $ | 56,751 | $ | 45,691 | |||
Per common share - Diluted | $ | 0.72 | $ | 0.58 |
(1) | As part of the Company’s adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), we have reclassified Gain on sale of flight equipment from Other income (expense) to Revenues on our Consolidated Statement of Income as of March 31, 2018. We believe this better reflects the sale of flight equipment as part of our ordinary activities and conforms our presentation to those of our publicly traded peers. The presentation for the three months ended March 31, 2017 has also been reclassified to conform to the current period presentation. The standard did not have a material impact on our consolidated financial statements and related disclosures. |
(2) | Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers. |
Owned Aircraft | As of March 31, 2018(1) | As of March 31, 2017(1) | |||||
Net Book Value of Flight Equipment ($ mils.) | $ | 6,677 | $ | 6,596 | |||
Net Book Value of Unencumbered Flight Equipment ($ mils.) | $ | 5,304 | $ | 4,725 | |||
Number of Aircraft | 222 | 200 | |||||
Number of Unencumbered Aircraft | 193 | 163 | |||||
Weighted Average Fleet Age (years)(2) | 9.3 | 8.2 | |||||
Weighted Average Remaining Lease Term (years)(2) | 4.8 | 4.8 | |||||
Weighted Average Fleet Utilization for the quarter ended(3) | 99.4 | % | 98.3 | % | |||
Portfolio Yield for the quarter ended(2)(4) | 11.5 | % | 12.3 | % | |||
Net Cash Interest Margin(5) | 8.3 | % | 8.7 | % | |||
Managed Aircraft on behalf of Joint Ventures | |||||||
Net Book Value of Flight Equipment ($ mils.) | $ | 634 | $ | 682 | |||
Number of Aircraft | 12 | 13 |
(1) | Calculated using net book value of flight equipment held for lease and net investment in finance leases at period end. |
(2) | Weighted by net book value. |
(3) | Aircraft on-lease days as a percent of total days in period weighted by net book value. |
(4) | Lease rental revenue, interest income and cash collections on our net investment in finance and sales-type leases for the period as a percent of the average net book value for the period; quarterly information is annualized. Based on the growing level of finance and sales-type lease revenue management revised the calculation of portfolio yield to include our net investment in finance and sales-type leases in the average net book value and to include the interest income and cash collections on our net investment in finance and sales-type leases in lease rentals. |
(5) | Net Cash Interest Margin = Lease rental yield plus finance lease revenue and collections minus interest on borrowings, net of settlements on interest rate derivatives, and other liabilities / average NBV of flight equipment for the period calculated on a quarterly basis, annualized. |
March 31, 2018 | December 31, 2017 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Cash and cash equivalents | $ | 210,815 | $ | 211,922 | |||
Restricted cash and cash equivalents | 21,524 | 21,935 | |||||
Accounts receivable | 7,818 | 12,815 | |||||
Flight equipment held for lease, net of accumulated depreciation of $1,109,182 and $1,125,594, respectively | 6,143,695 | 6,188,469 | |||||
Net investment in finance and sales-type leases | 533,373 | 545,750 | |||||
Unconsolidated equity method investments | 78,220 | 76,982 | |||||
Other assets | 173,654 | 141,210 | |||||
Total assets | $ | 7,169,099 | $ | 7,199,083 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
LIABILITIES | |||||||
Borrowings from secured financings, net of debt issuance costs | $ | 824,189 | $ | 849,874 | |||
Borrowings from unsecured financings, net of debt issuance costs | 3,391,224 | 3,463,732 | |||||
Accounts payable, accrued expenses and other liabilities | 139,961 | 140,221 | |||||
Lease rentals received in advance | 66,350 | 57,630 | |||||
Security deposits | 130,350 | 130,628 | |||||
Maintenance payments | 679,571 | 649,434 | |||||
Total liabilities | 5,231,645 | 5,291,519 | |||||
Commitments and Contingencies | |||||||
SHAREHOLDERS’ EQUITY | |||||||
Preference shares, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding | — | — | |||||
Common shares, $0.01 par value, 250,000,000 shares authorized, 78,539,191 shares issued and outstanding at March 31, 2018; and 78,707,963 shares issued and outstanding at December 31, 2017 | 785 | 787 | |||||
Additional paid-in capital | 1,522,113 | 1,527,796 | |||||
Retained earnings | 415,605 | 380,331 | |||||
Accumulated other comprehensive loss | (1,049 | ) | (1,350 | ) | |||
Total shareholders’ equity | 1,937,454 | 1,907,564 | |||||
Total liabilities and shareholders’ equity | $ | 7,169,099 | $ | 7,199,083 |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Revenues: | |||||||
Lease rental revenue | $ | 177,483 | $ | 190,586 | |||
Finance and sales-type lease revenue | 9,442 | 4,073 | |||||
Amortization of lease premiums, discounts and incentives | (3,128 | ) | (3,112 | ) | |||
Maintenance revenue | 11,991 | 12,287 | |||||
Total lease revenue | 195,788 | 203,834 | |||||
Gain on sale of flight equipment(1) | 5,768 | 759 | |||||
Other revenue | 1,124 | 439 | |||||
Total revenues(1) | 202,680 | 205,032 | |||||
Operating expenses: | |||||||
Depreciation | 75,002 | 79,174 | |||||
Interest, net | 57,108 | 63,068 | |||||
Selling, general and administrative (including non-cash share-based payment expense of $2,378 and $2,102 for the three months ended March 31, 2018 and 2017, respectively) | 17,835 | 16,167 | |||||
Impairment of flight equipment | — | 500 | |||||
Maintenance and other costs | 988 | 2,931 | |||||
Total expenses | 150,933 | 161,840 | |||||
Total other income (expense) | 3,174 | (1,149 | ) | ||||
Income from continuing operations before income taxes and earnings of unconsolidated equity method investments | 54,921 | 42,043 | |||||
Income tax (benefit) provision | (844 | ) | 1,846 | ||||
Earnings of unconsolidated equity method investments, net of tax | 1,782 | 2,242 | |||||
Net income | $ | 57,547 | $ | 42,439 | |||
Earnings per common share — Basic: | |||||||
Net income per share | $ | 0.73 | $ | 0.54 | |||
Earnings per common share — Diluted: | |||||||
Net income per share | $ | 0.73 | $ | 0.54 | |||
Dividends declared per share | $ | 0.28 | $ | 0.26 |
(1) | As part of the Company’s adoption of FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), we have reclassified Gain on sale of flight equipment from Other income (expense) to Revenues on our Consolidated Statement of Income as of March 31, 2018. We believe this better reflects the sale of flight equipment as part of our ordinary activities and conforms our presentation to those of our publicly traded peers. The presentation for the three months ended March 31, 2017 has also been reclassified to conform to the current period presentation. The standard did not have a material impact on our consolidated financial statements and related disclosures. |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 57,547 | $ | 42,439 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation | 75,002 | 79,174 | |||||
Amortization of deferred financing costs | 3,533 | 4,155 | |||||
Amortization of lease premiums, discounts and incentives | 3,128 | 3,112 | |||||
Deferred income taxes | 1,306 | 1,309 | |||||
Non-cash share-based payment expense | 2,378 | 2,102 | |||||
Cash flow hedges reclassified into earnings | 301 | 581 | |||||
Security deposits and maintenance payments included in earnings | (665 | ) | (10,524 | ) | |||
Gain on sale of flight equipment | (5,768 | ) | (759 | ) | |||
Impairment of flight equipment | — | 500 | |||||
Other | (4,501 | ) | 112 | ||||
Changes in certain assets and liabilities: | |||||||
Accounts receivable | 4,320 | (1,407 | ) | ||||
Other assets | (2,666 | ) | (1,000 | ) | |||
Accounts payable, accrued expenses and other liabilities | (57 | ) | 14,334 | ||||
Lease rentals received in advance | 8,554 | (2,552 | ) | ||||
Net cash and restricted cash provided by operating activities | 142,412 | 131,576 | |||||
Cash flows from investing activities: | |||||||
Acquisition and improvement of flight equipment | (82,493 | ) | (142,053 | ) | |||
Proceeds from sale of flight equipment | 43,917 | 16,819 | |||||
Net investment in finance and sales-type leases | (16,256 | ) | (35,785 | ) | |||
Collections on finance and sales-type leases | 6,493 | 5,614 | |||||
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits | 2,900 | (1,935 | ) | ||||
Other | 1,320 | 88 | |||||
Net cash and restricted cash used in investing activities | (44,119 | ) | (157,252 | ) | |||
Cash flows from financing activities: | |||||||
Repurchase of shares | (9,413 | ) | (2,513 | ) | |||
Proceeds from secured and unsecured debt financings | — | 500,000 | |||||
Repayments of secured and unsecured debt financings | (101,725 | ) | (31,178 | ) | |||
Deferred financing costs | — | (8,038 | ) | ||||
Security deposits and maintenance payments received | 53,674 | 41,049 | |||||
Security deposits and maintenance payments returned | (20,262 | ) | (39,383 | ) | |||
Dividends paid | (22,085 | ) | (20,466 | ) | |||
Net cash and restricted cash (used in) provided by financing activities | (99,811 | ) | 439,471 | ||||
Net increase in cash and restricted cash | (1,518 | ) | 413,795 | ||||
Cash and restricted cash at beginning of period | 233,857 | 508,817 | |||||
Cash and restricted cash at end of period | $ | 232,339 | $ | 922,612 |
Guidance Item | Q2:18 |
Lease rental revenue | $174 - $178 |
Finance lease revenue | $8 - $9 |
Amortization of net lease discounts and lease incentives | $(3) - $(4) |
Maintenance revenue | $0 - $1 |
Gain on sale | $9 - $15 |
Depreciation | $74 - $76 |
Interest, net | $57 - $59 |
SG&A(1) | $17 - $18 |
Full year effective tax rate | 3% - 5% |
(1) | Includes ~$2.7M of non-cash share-based payment expense. |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Revenues(1) | $ | 202,680 | $ | 205,032 | |||
EBITDA(2) | $ | 191,941 | $ | 189,639 | |||
Adjusted EBITDA(2) | $ | 191,145 | $ | 193,391 | |||
Net income | $ | 57,547 | $ | 42,439 | |||
Net income allocable to common shares | $ | 57,232 | $ | 42,167 | |||
Per common share - Basic | $ | 0.73 | $ | 0.54 | |||
Per common share - Diluted | $ | 0.73 | $ | 0.54 | |||
Adjusted net income(2) | $ | 56,751 | $ | 45,691 | |||
Adjusted net income allocable to common shares | $ | 56,440 | $ | 45,398 | |||
Per common share - Basic | $ | 0.72 | $ | 0.58 | |||
Per common share - Diluted | $ | 0.72 | $ | 0.58 | |||
Basic common shares outstanding | 78,367 | 78,177 | |||||
Diluted common shares outstanding(3) | 78,595 | 78,372 |
(1) | As part of the Company’s adoption of FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), we have reclassified Gain on sale of flight equipment from Other income (expense) to Revenues on our Consolidated Statement of Income as of March 31, 2018. We believe this better reflects the sale of flight equipment as part of our ordinary activities and conforms our presentation to those of our publicly traded peers. The presentation for the three months ended March 31, 2017 has also been reclassified to conform to the current period presentation. The standard did not have a material impact on our consolidated financial statements and related disclosures. |
(2) | Refer to the selected information accompanying this press release for a reconciliation of GAAP to Non-GAAP information. |
(3) | For the three months ended March 31, 2018 and March 31, 2017 dilutive shares represented contingently issuable shares related to the Company’s PSUs. |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Net income | $ | 57,547 | $ | 42,439 | |||
Depreciation | 75,002 | 79,174 | |||||
Amortization of lease premiums, discounts and incentives | 3,128 | 3,112 | |||||
Interest, net | 57,108 | 63,068 | |||||
Income tax (benefit) provision | (844 | ) | 1,846 | ||||
EBITDA | 191,941 | 189,639 | |||||
Adjustments: | |||||||
Impairment of flight equipment | — | 500 | |||||
Non-cash share-based payment expense | 2,378 | 2,102 | |||||
(Gain) loss on mark-to-market of interest rate derivative contracts | (3,174 | ) | 1,150 | ||||
Adjusted EBITDA | $ | 191,145 | $ | 193,391 |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Net income | $ | 57,547 | $ | 42,439 | |||
(Gain) loss on mark-to-market of interest rate derivative contracts(1) | (3,174 | ) | 1,150 | ||||
Non-cash share-based payment expense(2) | 2,378 | 2,102 | |||||
Adjusted net income | $ | 56,751 | $ | 45,691 |
(1) | Included in Other income (expense). |
(2) | Included in Selling, general and administrative expenses. |
Period | CFFO | Finance Lease Collections | Gain on Sale of Flt. Eqt. | Deprec. | Distributions in excess (less than) Equity Earnings | Cash Earnings | Average Shareholders Equity | Trailing 12 Month Cash ROE | ||||||||||||||||||||||
2012 | $ | 427,277 | $ | 3,852 | $ | 5,747 | $ | 269,920 | $ | — | $ | 166,956 | $ | 1,425,658 | 11.7 | % | ||||||||||||||
2013 | $ | 424,037 | $ | 9,508 | $ | 37,220 | $ | 284,924 | $ | — | $ | 185,841 | $ | 1,513,156 | 12.3 | % | ||||||||||||||
2014 | $ | 458,786 | $ | 10,312 | $ | 23,146 | $ | 299,365 | $ | 667 | $ | 193,546 | $ | 1,661,228 | 11.7 | % | ||||||||||||||
2015 | $ | 526,285 | $ | 9,559 | $ | 58,017 | $ | 318,783 | $ | (530 | ) | $ | 274,548 | $ | 1,759,871 | 15.6 | % | |||||||||||||
2016 | $ | 468,092 | $ | 19,413 | $ | 39,126 | $ | 305,216 | $ | (1,782 | ) | $ | 219,633 | $ | 1,789,256 | 12.3 | % | |||||||||||||
2017 | $ | 490,872 | $ | 32,184 | $ | 55,167 | $ | 298,664 | $ | (1,011 | ) | $ | 278,548 | $ | 1,861,005 | 15.0 | % | |||||||||||||
LTM Q1:18 | $ | 501,707 | $ | 33,063 | $ | 60,176 | $ | 294,492 | $ | (851 | ) | $ | 299,603 | $ | 1,881,633 | 15.9 | % |
Period | Average NBV | Quarterly Rental Revenue(1) | Cash Interest(2) | Annualized Net Cash Interest Margin(1)(2) | |||||||||||
Q1:12 | $ | 4,388,008 | $ | 152,242 | $ | 44,969 | 9.8 | % | |||||||
Q2:12 | $ | 4,542,477 | $ | 156,057 | $ | 48,798 | 9.4 | % | |||||||
Q3:12 | $ | 4,697,802 | $ | 163,630 | $ | 41,373 | 10.4 | % | |||||||
Q4:12 | $ | 4,726,457 | $ | 163,820 | $ | 43,461 | 10.2 | % | |||||||
Q1:13 | $ | 4,740,161 | $ | 162,319 | $ | 48,591 | 9.6 | % | |||||||
Q2:13 | $ | 4,840,396 | $ | 164,239 | $ | 44,915 | 9.9 | % | |||||||
Q3:13 | $ | 4,863,444 | $ | 167,876 | $ | 47,682 | 9.9 | % | |||||||
Q4:13 | $ | 5,118,601 | $ | 176,168 | $ | 49,080 | 9.9 | % | |||||||
Q1:14 | $ | 5,312,651 | $ | 181,095 | $ | 51,685 | 9.7 | % | |||||||
Q2:14 | $ | 5,721,521 | $ | 190,574 | $ | 48,172 | 10.0 | % | |||||||
Q3:14 | $ | 5,483,958 | $ | 182,227 | $ | 44,820 | 10.0 | % | |||||||
Q4:14 | $ | 5,468,637 | $ | 181,977 | $ | 44,459 | 10.1 | % | |||||||
Q1:15 | $ | 5,743,035 | $ | 181,027 | $ | 50,235 | 9.1 | % | |||||||
Q2:15 | $ | 5,967,898 | $ | 189,238 | $ | 51,413 | 9.2 | % | |||||||
Q3:15 | $ | 6,048,330 | $ | 191,878 | $ | 51,428 | 9.3 | % | |||||||
Q4:15 | $ | 5,962,874 | $ | 188,491 | $ | 51,250 | 9.2 | % | |||||||
Q1:16 | $ | 5,988,076 | $ | 186,730 | $ | 51,815 | 9.0 | % | |||||||
Q2:16 | $ | 5,920,030 | $ | 184,469 | $ | 55,779 | 8.7 | % | |||||||
Q3:16 | $ | 6,265,175 | $ | 193,909 | $ | 57,589 | 8.7 | % | |||||||
Q4:16 | $ | 6,346,361 | $ | 196,714 | $ | 58,631 | 8.7 | % | |||||||
Q1:17 | $ | 6,505,355 | $ | 200,273 | $ | 58,839 | 8.7 | % | |||||||
Q2:17 | $ | 6,512,100 | $ | 199,522 | $ | 55,871 | 8.8 | % | |||||||
Q3:17 | $ | 5,985,908 | $ | 184,588 | $ | 53,457 | 8.8 | % | |||||||
Q4:17 | $ | 6,247,581 | $ | 187,794 | $ | 53,035 | 8.6 | % | |||||||
Q1:18 | $ | 6,700,223 | $ | 193,418 | $ | 53,978 | 8.3 | % |
(1) | Management’s Use of Net Cash Interest Margin: Beginning with this earnings release for the three months ended September 30, 2016, based on the growing level of finance and sales-type lease revenue, management revised the calculation of net cash interest margin to include our net investment in finance and sales-type leases in the average net book value and to include the interest income and cash collections on our net investment in finance and sales-type lease in lease rentals. The calculation of net cash interest margin for all prior periods presented is revised to be comparable with the current period presentation. |
(2) | Excludes loan termination payments of $3.0 million in the second quarter of 2013, $1.5 million and $3.5 million in the first quarter and fourth quarter of 2016, respectively, and loan termination payments of $1.0 million in both the second and third quarters of 2017. |
Three Months Ended March 31, 2017 | |||
Total revenues as previously reported | $ | 204,273 | |
Gain on sale of flight equipment | 759 | ||
Total revenues | $ | 205,032 |
Three Months Ended March 31, 2018 | ||||||
Weighted-average shares: | Shares | Percent | ||||
Common shares outstanding – Basic | 78,367 | 99.45 | % | |||
Unvested restricted common shares | 431 | 0.55 | % | |||
Total weighted-average shares outstanding | 78,798 | 100.00 | % | |||
Common shares outstanding – Basic | 78,367 | 99.71 | % | |||
Effect of dilutive shares(1) | 228 | 0.29 | % | |||
Common shares outstanding – Diluted | 78,595 | 100.00 | % | |||
Net income allocation | ||||||
Net income | $ | 57,547 | 100.00 | % | ||
Distributed and undistributed earnings allocated to unvested restricted shares(2) | (315 | ) | (0.55 | )% | ||
Earnings available to common shares | $ | 57,232 | 99.45 | % | ||
Adjusted net income allocation | ||||||
Adjusted net income | $ | 56,751 | 100.00 | % | ||
Amounts allocated to unvested restricted shares | (311 | ) | (0.55 | )% | ||
Amounts allocated to common shares – Basic and Diluted | $ | 56,440 | 99.45 | % |
(1) | For the three months ended March 31, 2018, distributed and undistributed earnings to restricted shares were 0.55% of net income and adjusted net income. The amount of restricted share forfeitures for the period presented is immaterial to the allocation of distributed and undistributed earnings. |
(2) | For the period presented, dilutive shares represented contingently issuable shares. |
Three Months Ended March 31, 2017 | ||||||
Weighted-average shares: | Shares | Percent | ||||
Common shares outstanding – Basic | 78,177 | 99.36 | % | |||
Unvested restricted common shares | 504 | 0.64 | % | |||
Total weighted-average shares outstanding | 78,681 | 100.00 | % | |||
Common shares outstanding – Basic | 78,177 | 99.75 | % | |||
Effect of dilutive shares(1) | 195 | 0.25 | % | |||
Common shares outstanding – Diluted | 78,372 | 100.00 | % | |||
Net income allocation | ||||||
Net income | $ | 42,439 | 100.00 | % | ||
Distributed and undistributed earnings allocated to unvested restricted shares(2) | (272 | ) | (0.64 | )% | ||
Earnings available to common shares | $ | 42,167 | 99.36 | % | ||
Adjusted net income allocation | ||||||
Adjusted net income | $ | 45,691 | 100.00 | % | ||
Amounts allocated to unvested restricted shares | (293 | ) | (0.64 | )% | ||
Amounts allocated to common shares – Basic and Diluted | $ | 45,398 | 99.36 | % |
(1) | For the three months ended 2017, distributed and undistributed earnings to restricted shares were 0.64% of net income and adjusted net income. The amount of restricted share forfeitures for the period presented is immaterial to the allocation of distributed and undistributed earnings. |
(2) | For the period presented, dilutive shares represented contingently issuable shares. |
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