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): December 5, 2012
FRANCESCA’S HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | ||||
001-35239 | (State or Other Jurisdiction of Incorporation) | 20-8874704 | ||
(Commission File Number) | (I.R.S. Employer Identification No.) | |||
8760 Clay Road, Houston, Texas |
77080 | |||
(Address of Principal Executive Offices) |
(Zip Code) |
(713) 864-1358
(Registrant’s Telephone Number, Including Area Code)
3480 W. 12th Street,
Houston, Texas 77008
(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:
¨ 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 December 5, 2012, Francesca’s Holdings Corporation (the “Company”) issued a press release announcing its consolidated financial results for the thirteen weeks and thirty-nine weeks ended October 27, 2012. A copy of the press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
99.1 | Press Release issued by Francesca’s Holdings Corporation on December 5, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FRANCESCA’S HOLDINGS CORPORATION | ||
Date: December 5, 2012 | By: | /s/ Kal Malik |
Kal Malik | ||
Chief Administrative Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release issued by Francesca’s Holdings Corporation on December 5, 2012. |
Francesca’s Holdings Corporation Reports Third Quarter Results
· | Q3 2012 net sales increased 44% to $72.0 million; comparable boutique sales increased 16.7% | |
· | Q3 2012 adjusted diluted EPS was $0.24, a 71% increase over the prior year adjusted diluted EPS of $0.14 | |
· | Q4 2012 diluted EPS guidance set at $0.27 to $0.28; | |
· | FY 2012 adjusted diluted EPS guidance increased to a range of $1.00 to $1.01 |
HOUSTON, TEXAS — December 5, 2012 — Francesca’s Holdings Corporation (NASDAQ: FRAN) today reported net income for the third quarter of fiscal 2012 of $10.8 million or $0.24 per diluted share compared to net income for the third quarter of fiscal 2011 of $4.7 million, or $0.11 per diluted share. Adjusted net income for third quarter fiscal 2012 was $11.0 million, or $0.24 per diluted share, after excluding the $342,000 pretax ($209,000, net of tax) charge related to the relocation of our headquarters and distribution facilities. Adjusted net income for the third quarter of fiscal 2011 was $6.1 million, or $0.14 per diluted share, excluding a $2.3 million pretax ($1.4 million net of tax), or $0.03 per diluted share, stock-based compensation expense.
Third Quarter Summary
Net sales increased 44% to $72.0 million driven by a 16.7% increase in comparable boutique sales over a prior year period 6.5% increase and 76 new boutique openings since the end of the third quarter last year. The comparable sales increase was driven by increased transactions while average sale per transaction remained constant with prior year levels.
Gross profit for the quarter increased by 47% to $37.9 million. The gross profit rate improved 96 basis points to 52.61%. The increase in gross profit rate was the result of leveraging boutique occupancy costs.
Adjusted(1) selling, general and administrative expenses for the quarter increased by 27% to $19.8 million. Total adjusted(1) SG&A, as a percentage of net sales, decreased by 355 basis points to 27.51%. The decrease in rate is primarily due to leverage of costs as sales growth significantly outpaced expense growth.
Adjusted(1) income from operations for the quarter increased by 76% to $18.1 million, with an adjusted(1) operating profit margin of 25.10%.
For the year to date period, net sales increased 47% to $209.7 million driven by a 17.7% increase in comparable boutique sales. Adjusted earnings per diluted share was $0.73 after excluding charges related to the relocation of our headquarters and distribution facilities, secondary equity offering and option acceleration costs, these adjustments are set forth below in detail.
Total inventories at the end of the quarter increased by $7.0 million to $23.5 million, a 42% increase versus the prior comparable quarter. Inventory per boutique increased 12%.
The Company completed the relocation of its headquarters and distribution facility with no disruption to business.
John De Meritt, CEO, commented, "We delivered another quarter of strong results, demonstrating the appeal of our business model of a differentiated merchandise strategy in a boutique environment. Our scalable, high margin merchandising model combined with productive new boutique economics provides a runway for boutique growth and gives us confidence in francesca’s® long-term growth potential."
Neill Davis, President, added, "We continued to see strong sales growth during the third quarter, with comparable boutique sales growth of 16.7%, exceeding previous guidance and on top of the prior year 6.5% increase. Our performance reflects ongoing momentum as customers continue to respond favorably to francesca’s® broad and shallow merchandise assortment and unique shopping experience. We are pleased with the momentum that we have built behind the business and the prospects that lay ahead as we continue to execute on our key operating initiatives.”
(1) | Excludes $342,000 charge related to the relocation of our headquarters and distribution facilities in fiscal year 2012 and $2.3 million of stock-based compensation expense in fiscal year 2011. |
Fourth Quarter and Fiscal 2012 Outlook
For the fourth quarter ending February 2, 2013, net sales are expected to be between $82.5 million and $83.5 million assuming a mid-single digit comparable boutique sales increase and the opening of one additional new boutique. Earnings per diluted share are expected to be in the range of $0.27 to $0.28.
For the full fiscal year ending February 2, 2013, net sales are expected to be in the range of $292.2 million to $293.2 million assuming a low double digit comparable boutique sales increase and the opening of 76 new boutiques and an outlet boutique. Earnings per diluted share are expected to be in the range of $0.99 to $1.00. Excluding $0.2 million after tax relocation costs of the Company’s headquarters and distribution facilities, $0.4 million after tax secondary equity offering and option acceleration costs, or $0.01 per diluted share, adjusted earnings per diluted share are expected to be in the range of $1.00 to $1.01.
The Company uses the NRF calendar; therefore fiscal year 2012 will be a 53-week year. We estimate that the additional week will contribute approximately $3.5 million in net sales and $0.03 per diluted share in incremental earnings.
Subsequent Events
Subsequent to October 27, 2012, the northeast region of the United States was heavily impacted by hurricane Sandy. There were approximately 60 boutiques located in the affected region that were forced to temporarily close for at least one full business day.
Comparable boutique sales results for the month of November were in line with Company expectations. November sales exceeded plan for the final week of the month which offset the estimated immaterial effects of Hurricane Sandy.
Conference Call Information
A conference call to discuss third quarter results is scheduled for December 5, 2012, at 8:00 a.m. ET. A live web cast of the conference call will be available in the investor relations section of the Company’s website, www.francescas.com. In addition, a replay of the call will be available after the call and remain available until January 5, 2013. To access the telephone replay, listeners should dial (877) 870-5176. The access code for the replay is 4490673. A replay of the web cast will also be available shortly after the call and will remain on the website for ninety days.
SEC Regulation G – Non-GAAP Information
This press release includes non-GAAP adjusted selling, general and administrative expenses, adjusted income from operations, adjusted operating profit margin, adjusted net income and adjusted diluted earnings per share, each a non-GAAP financial measure. We have reconciled these non-GAAP financial measures with the most directly comparable GAAP financial measures in the text above. We believe that these non-GAAP financial measures not only provide our management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors. Specifically, these non-GAAP financial measures allow investors to better understand the performance of our business and facilitate a meaningful evaluation of our quarterly and fiscal year 2012 diluted earnings per share and actual results on a comparable basis with our quarterly and fiscal year 2011 results. These non-GAAP measures should be considered a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
Forward-Looking Statements
Certain statements in this release are "forward-looking statements" made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected. For a discussion of these and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to "Risk Factors" in our Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 21, 2012 and September 4, 2012, respectively. We undertake no obligation to publicly update or revise any forward-looking statement. Financial schedules are attached to this release.
About Francesca’s Holdings Corporation
Francesca’s® is a growing specialty retailer with retail locations designed and merchandised to feel like independently owned, upscale boutiques providing customers a fun and differentiated shopping experience. The merchandise assortment is a diverse and balanced mix of apparel, jewelry, accessories and gifts. Francesca’s® appeals to the 18-35 year-old, fashion conscious, female customers, although the Company finds that women of all ages are attracted to the eclectic and sophisticated merchandise selection and boutique setting. Francesca’s® boutiques carry a broad selection but limited quantities of individual styles and new merchandise is introduced five days a week. For additional information on Francesca’s®, please visit www.francescas.com
CONTACT:
ICR, Inc. Jean Fontana: 646-277-1214 jean.fontana@icrinc.com
Francesca’s Holdings Corporation
Unaudited Consolidated Statements of Operations
(In thousands, except per share data and percentages)
Thirteen Weeks Ended | ||||||||||||||||||||||||||||
October 27, 2012 | October 29, 2011 | Variance | ||||||||||||||||||||||||||
In USD | As a % of Net Sales(1) | In USD | As a % of Net Sales(1) | In USD | % | Basis
Points | ||||||||||||||||||||||
(In thousands except per share data) | ||||||||||||||||||||||||||||
Net sales | $ | 71,986 | 100.00 | % | $ | 50,020 | 100.00 | % | $ | 21,966 | 43.9 | % | 0.00 | % | ||||||||||||||
Cost of goods sold and occupancy costs | 34,115 | 47.39 | % | 24,187 | 48.35 | % | 9,928 | 41.0 | % | -0.96 | % | |||||||||||||||||
Gross profit | 37,871 | 52.61 | % | 25,833 | 51.65 | % | 12,038 | 46.6 | % | 0.96 | % | |||||||||||||||||
Selling, general and administrative expenses | 20,144 | 27.98 | % | 17,789 | 35.56 | % | 2,355 | 13.2 | % | -7.58 | % | |||||||||||||||||
Income from operations | 17,727 | 24.63 | % | 8,044 | 16.08 | % | 9,683 | 120.4 | % | 8.55 | % | |||||||||||||||||
Interest expense | (114 | ) | -0.16 | % | (473 | ) | -0.95 | % | 359 | -75.9 | % | 0.79 | % | |||||||||||||||
Other income | 105 | 0.15 | % | 198 | 0.40 | % | (93 | ) | -47.0 | % | -0.25 | % | ||||||||||||||||
Income before income tax expense | 17,718 | 24.61 | % | 7,769 | 15.53 | % | 9,949 | 128.1 | % | 9.08 | % | |||||||||||||||||
Income tax expense | 6,921 | 9.61 | % | 3,025 | 6.05 | % | 3,896 | 128.8 | % | 3.56 | % | |||||||||||||||||
Net income | $ | 10,797 | 15.00 | % | $ | 4,744 | 9.48 | % | $ | 6,053 | 127.6 | % | 5.52 | % | ||||||||||||||
Diluted earnings (loss) per common share | $ | 0.24 | $ | 0.11 | ||||||||||||||||||||||||
Weighted average diluted shares outstanding: | 44,911 | 44,533 | ||||||||||||||||||||||||||
Comparable boutique sales increase | 16.7% | 6.5% |
Thirty Nine Weeks Ended | ||||||||||||||||||||||||||||
October 27, 2012 | October 29, 2011 | Variance | ||||||||||||||||||||||||||
In USD | As a % of Net Sales(1) | In USD | As a % of Net Sales(1) | In USD | % | Basis
Points | ||||||||||||||||||||||
(In thousands except per share data) | ||||||||||||||||||||||||||||
Net sales | $ | 209,673 | 100.00 | % | $ | 142,506 | 100.00 | % | $ | 67,167 | 47.1 | % | 0.00 | % | ||||||||||||||
Cost of goods sold and occupancy costs | 97,443 | 46.47 | % | 68,048 | 47.75 | % | 29,395 | 43.2 | % | -1.28 | % | |||||||||||||||||
Gross profit | 112,230 | 53.53 | % | 74,458 | 52.25 | % | 37,772 | 50.7 | % | 1.28 | % | |||||||||||||||||
Selling, general and administrative expenses | 58,960 | 28.12 | % | 45,388 | 31.85 | % | 13,572 | 29.9 | % | -3.73 | % | |||||||||||||||||
Income from operations | 53,270 | 25.41 | % | 29,070 | 20.40 | % | 24,200 | 83.2 | % | 5.01 | % | |||||||||||||||||
Interest expense | (546 | ) | -0.26 | % | (4,529 | ) | -3.18 | % | 3,983 | -87.9 | % | 2.92 | % | |||||||||||||||
Loss on early extinguishment of debt | - | 0.00 | % | (1,591 | ) | -1.12 | % | 1,591 | -100.0 | % | 1.12 | % | ||||||||||||||||
Other income | 257 | 0.12 | % | 248 | 0.17 | % | 9 | 3.6 | % | -0.05 | % | |||||||||||||||||
Income before income tax expense | 52,981 | 25.27 | % | 23,198 | 16.28 | % | 29,783 | 128.4 | % | 8.99 | % | |||||||||||||||||
Income tax expense | 20,790 | 9.92 | % | 9,050 | 6.35 | % | 11,740 | 129.7 | % | 3.57 | % | |||||||||||||||||
Net income | $ | 32,191 | 15.35 | % | $ | 14,148 | 9.93 | % | $ | 18,043 | 127.5 | % | 5.42 | % | ||||||||||||||
Diluted earnings (loss) per common share | $ | 0.72 | $ | 0.33 | ||||||||||||||||||||||||
Weighted average diluted shares outstanding: | 44,791 | 42,421 | ||||||||||||||||||||||||||
Comparable boutique sales increase | 17.7% | 8.4% |
(1) | Percentage totals in the above table may not equal the sum of the components due to rounding. |
Francesca’s Holdings Corporation
Unaudited Consolidated Balance Sheets
(In thousands)
October 27, 2012 | January 28, 2012 | October 29, 2011 | ||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 12,906 | $ | 14,046 | $ | 14,982 | ||||||
Accounts receivable | 5,076 | 2,156 | 3,571 | |||||||||
Inventories | 23,523 | 14,462 | 16,546 | |||||||||
Deferred income taxes | 2,872 | 2,352 | 1,784 | |||||||||
Prepaid expenses and other current assets | 4,622 | 3,025 | 3,041 | |||||||||
Total current assets | 48,999 | 36,041 | 39,924 | |||||||||
Property and equipment, net | 43,021 | 33,199 | 29,973 | |||||||||
Deferred income taxes | 1,923 | 952 | — | |||||||||
Other assets, net | 2,372 | 2,120 | 2,698 | |||||||||
TOTAL ASSETS | $ | 96,315 | $ | 72,312 | $ | 72,595 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable | $ | 11,811 | $ | 8,627 | $ | 8,713 | ||||||
Accrued liabilities | 6,649 | 9,893 | 5,931 | |||||||||
Total current liabilities | 18,460 | 18,520 | 14,644 | |||||||||
Deferred and accrued rents | 21,895 | 14,890 | 14,839 | |||||||||
Deferred income taxes | — | — | 455 | |||||||||
Long-term debt | — | 22,000 | 35,000 | |||||||||
Total liabilities | 40,355 | 55,410 | 64,938 | |||||||||
Commitments and contingencies | ||||||||||||
Stockholders’ equity (deficit): | ||||||||||||
Common stock - $.01 par value, 80.0 million shares authorized; 43.9 million shares issued and outstanding at October 27, 2012; 43.5 million shares issued and outstanding at January 28, 2012; and 43.5 million shares issued and outstanding at October 29, 2011 | 438 | 435 | 435 | |||||||||
Additional paid-in capital | 83,935 | 77,071 | 76,179 | |||||||||
Accumulated deficit | (28,413 | ) | (60,604 | ) | (68,957 | ) | ||||||
Total stockholders’ equity | 55,960 | 16,902 | 7,657 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 96,315 | $ | 72,312 | $ | 72,595 |
Francesca’s Holdings Corporation
Unaudited Consolidated Statements of Cash Flows
(In thousands)
Thirty Nine Weeks Ended | ||||||||
October 27, 2012 | October 29, 2011 | |||||||
Cash Flows From Operating Activities: | ||||||||
Net income | $ | 32,191 | $ | 14,148 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation expense | 5,458 | 3,509 | ||||||
Stock-based compensation expense | 2,684 | 3,907 | ||||||
Excess tax benefit from stock-based compensation | (2,193 | ) | (449 | ) | ||||
Loss on sale of assets | 89 | 20 | ||||||
Amortization of debt issuance costs | 220 | 462 | ||||||
Loss on early extinguishment of debt | — | 1,591 | ||||||
Deferred income taxes | (1,491 | ) | 2,696 | |||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (2,920 | ) | 931 | |||||
Inventories | (9,061 | ) | (4,677 | ) | ||||
Prepaid expenses and other assets | (2,068 | ) | (965 | ) | ||||
Accounts payable | 3,184 | 2,567 | ||||||
Accrued liabilities | (1,051 | ) | (479 | ) | ||||
Deferred and accrued rents | 7,005 | 6,616 | ||||||
Net cash provided by operating activities | 32,047 | 29,877 | ||||||
Cash Flows Used by Investing Activities: | ||||||||
Purchase of property and equipment | (15,370 | ) | (12,236 | ) | ||||
Other | — | 35 | ||||||
Net cash used in investing activities | (15,370 | ) | (12,201 | ) | ||||
Cash Flows Used by Financing Activities: | ||||||||
Proceeds from issuance of stock in initial public offering, net of costs | — | 44,118 | ||||||
Proceeds from borrowing under the new revolving credit facility | — | 41,000 | ||||||
Repayment of borrowings under the prior senior secured credit facility | — | (93,813 | ) | |||||
Repayment of borrowings under the new revolving credit facility | (22,000 | ) | (6,000 | ) | ||||
Payment of debt issuance costs | — | (1,468 | ) | |||||
Proceeds from the exercise of stock options | 1,990 | 504 | ||||||
Excess tax benefit from stock-based compensation | 2,193 | 449 | ||||||
Net cash used in financing activities | (17,817 | ) | (15,210 | ) | ||||
Net increase (decrease) in cash and cash equivalents | (1,140 | ) | 2,466 | |||||
Cash and cash equivalents, beginning of year | 14,046 | 12,516 | ||||||
Cash and cash equivalents, end of period | $ | 12,906 | $ | 14,982 | ||||
Supplemental Disclosures of Cash Flow Information: | ||||||||
Cash paid for income taxes | $ | 26,182 | $ | 6,300 | ||||
Interest paid | $ | 405 | $ | 5,027 |
5&<*A^4#/.``,\T`?Q__`+&' M[?G_``4Y_P"";OAGP]^S%_P4&_8M^(_Q0\)>"5?2M#^-?PC,WC>34-`MXX;: MQN9;"QM+TE42SN)%M<0N%E1S\KH*_0K7O^"_7P1^Q0Q>!/V4_P!LKQ=XBG=! MI>C7_P``_%/A>&ZNG)B,:ZO=Z=<6B8E4@W/D"+9MRA*EC^_QX>;'&8D8XX^; M]XN[C^+"J,]<*HZ`8C3[X'978*.RCR8^%'8I]:`/P._9_P#CI_P5P_:O M_:G^''C;7O@)I'[*'[&.BJ;GQ%I?B_6K'5?'_CQ#)/.6-JMK;36DMQ8W%A:( MDMDUO'+9SD(&,IKP?_@IS^RW_P`%==%_:Y\"?MI_LC?&&]^+OPB^'%S%JEY^ MR1;:U)X0CO;.SN-1DN1<3-(L6NB:R>V2*WW1HTL#9CY;=_3'I[-)'<>8S28N MID&\EL(-N%&XG"C)PO09.!5E`&C`8!@&`&0#@9`P,]../I0!_/M\,?\`@O9X M2B\.SP_M+_L>?M??!_XB:7&D6J>'_#WP:\5>/],N;E"L,ATZ_P!$5; M6B7MU?F&>.XOK&(LTMK "!P",C@@=1[4*3]LF7)VBVMB!G@$RW62!TR<#)ZG`]!0!^.W_!.C_@D MM\._V)OV&9OV3O&&M6OCO6/&&A7.G?$SQ5:6A@M-4N]5BC6>#3]/="T5I:R# M?"TKRRLTDA:8QA,?SOZ/_P`$O_\`@I9_P1+_`&M/'W[3?[$'A.U_:G_9Q\37 M=YJOB?X71:XOAOQ-;Z/=WEU<3Z3:6L5H/[0NK2W2!XIP&AE\X6XM_-MY9IO[ MJ+5F:V1F)9B'RQ)+'#N!DGDX'`]!6;;32M>JC2R,OEYVEV*YW2#."<9P!V[# MTH`_GP^%G_!PS\.M:\+B[^,'[&'[9?PM\:6^V/5?#-K\$_%GBBPM[I=B2B#7 MK2RAM[B,R"2.-EB^[&)"Q60`9/Q`_P""L7[=7[2:7O@O_@G'^P+\2+[Q#?R6 MMJ?BS\?+9?AYX6\)V#LOGWUUHWB&&V?46A6<3IY,H23SEMU#36[.?Z-\DW90 MDE#`"4))7)8@G;TR1P>.E/95*H"`0S*K`@$% %I?VE_"WV'Q5XHTG1UBL/#?BG6+5"R^&K9$62U MEM_M#RK)--(YG5U5&41,3^8/_!+K]N[]IO\`X)6?"]OV4/VM_P#@G!\;K73_ M``U>7LEY\2/A#X>G\6PZA=7$<$$5G/HNDZ?.MT(FM9[E;J!X`UM>00M&SP&6 M7^WJ55$4F`!B-@,`#`525`QTVGE<=#TQ5.`G[%;R9.]PC.^?G9B,%F;JS$`` MDDD@`'@"@#^?G3/^"W'Q%^-%XGA+]EG_`()Z_M(^._B)J$@LM/'Q-T";X1>% M[.:Z58;74M0UWQ%ITT12T8)+=6*(C^0%V7"[P$_E)^,/[/7_``53@_X+1^$_ MVG/CC^R;KOC3QI'K]AK%]9_#FQFOO`NGZ-]NNC:6]OXECN+FWO&M`]R;DFX: M5F*RAU@DBB3_`$R-B&8L54LJ*%8J"P#&0,`<9&0`#CJ!S45Q&B6TQ1$4I#,R M%5"E6,;9*D`;2<#)&"<4` .=9_: MD^`]JMQ_:O[.2:]%I=MI&AW4UZU_966B2HAN]1CLY(2MRLSQRF18E5O*%?U8 M(!Y2G`RXC9SW=O*0;F/5CA5&3DX`'85)@><3CD1K@^GS/0!^`/@7_@OI\(F\ M*03?&3]E/]LGX9_$.**,:EX.TWX$>,/%5A!>DB*1+35=,'V4VK7"7$<=RQ;E M#(ZE2-WP=^W_`'7[:/\`P7,\':)^S7^SW^R[JGP(^!\.OPZMXO\`VA_COY6G MWUGI-Q'"DMIH7@^^M+2^FU?[.L-PUN@D#+