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) November 13, 2012
CANTEL MEDICAL CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-31337 |
|
22-1760285 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Identification |
of incorporation) |
|
File Number) |
|
Number) |
|
|
|
|
|
150 Clove Road, Little Falls, New Jersey |
|
07424 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area code: (973) 890-7220
(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:
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 7.01 Regulation FD Disclosure
Attached hereto as Exhibit 99.1 is an investor presentation of Cantel Medical Corp. (the Company), which may be used in presentations by Company management to investors, analysts and others from time to time, including a presentation to be made on November 14, 2012. The presentation will be posted on the Companys website, www.cantelmedical.com. The information included in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Cantel Medical Corp. Investor Presentation - November 2012
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 thereunto duly authorized.
|
CANTEL MEDICAL CORP. | |
|
| |
|
| |
|
By: |
/s/ Andrew A. Krakauer |
|
|
Andrew A. Krakauer |
|
|
President |
|
| |
Dated: November 13, 2012 |
|
Exhibit 99.1
Cantel Medical Corp. (NYSE: CMN) Infection Prevention & Control Matters Nov. 2012 FORWARD LOOKING STATEMENT This presentation contains forward-looking statements. All forward-looking statements involve risks and uncertainties, including, without limitation, the risks detailed in the Companys filings and reports with the Securities and Exchange Commission. Such statements are only predictions, and actual events or results may differ materially from those projected.
|
2 Cantel Medical Corp. $386M NYSE Leader in Infection Prevention & Control Pure-play in a ~$45B Global Infection Prevention & Control Market (IP&C) Large, highly fragmented = growth opportunities 18 acquisitions since 2001 have re-shaped the company Have never been better positioned for future growth Recession-buffered with continued customer investment Reimbursement at risk for providers not meeting IP&C standards Growing, cash-generative core business with strong future upside and intermittent opportunistic spikes Leading share in every niche (endoscopy, water, dental disposables, and dialysis) 72% of consolidated sales are recurring 5-year compound annual growth of 12% in sales and 28% in diluted EPS1 ~$72.0 million in EBITDAS (18%+ margin) and ~1.3x leverage on balance sheet $0.11 per share annual dividend Thrive in regulated arenas with disposables & equipment w/ proprietary consumables 90+% of products are made in the USA to ensure ongoing compliance Three-prong approach to growth via acquisitions, new product development and sales & marketing capabilities Throughout economic downturn invested heavily, especially in endoscopy, which now has an 80-person direct U.S. sales team 1 As reported for FYE 7/31/2007 through 7/31/2012
|
3 Cantel Medical Corp. Three Synergistic Platforms IInfection nfection PPrevention revention && CControl Focusontrol Focus Healthcare & Life Sciences Orientation IP&C Device Management Endoscopy & Renal Dialysis Medivators/Byrne; Minntech Purification & Filtration Water Treatment & Therapeutic Filters Mar Cor Purification; Minntech Disposable Products Dental, Sterility Assurance & Specialty Packaging Crosstex; Saf-T-Pak
|
4 Cantel Medical Corp. Snapshot: By Product, Customer, Channel Infection Prevention & Control Focus Healthcare & Life Sciences Orientation Dialysis Equipment, Sterilants, Consumables, Service Endoscopy Equipment, Disinfectants, Consumables, Service Water Purification Equipment, Field Service, Consumables Specialty Packaging Packaging, Training PURIFICATION & FILTRATION IP&C DEVICE MGMT HEALTHCARE DISPOSABLES Therapeutic Filtration Hollow Fiber Filters Dialysis Chains Hospitals, GI Clinics/ASCs Dental & Dr. Offices, Hospitals Dialysis Clinics, Industrial Diverse Customer Set Hospitals, Biotech Firms Direct Sales Direct Sales Direct Sales & Distributors Direct Sales & Distributors Direct Sales Distributors / OEM 1 6 5 8 1 1 Acquired2 89/11% 73/27% 100/0% 40/60% 100/0% 100/0% Consumable/ Capital1 1 Consumables includes service. Splits represent rolling twelve months ended July 31, 2012. 2 Acquisition of Minntech Corporation in September 2001 is represented in Endoscopy, Renal/Dialysis, and Therapeutic Filtration.
|
5 Cantel Medical Corp. $45 Billion Global Infection Prevention & Control Market Healthcare Associated Infections (HAIs) are the most common complication of hospital care2 Implementing existing prevention practices yields ~70% reduction in HAIs. Financial benefit ~$25B - $32B in medical cost savings3 Annually, 2.3 Million People Acquire Infections in U.S. Medical Facilities leading to 100,000 Deaths1 Globally, 50+% of ICU patients have infections associated with an increased risk of death Growing awareness in professional, govt & consumer psyche H1N1 (Swine Flu), MRSA, C.Diff, Staph Infections, etc 1 Infection Control Today, 12/1/2009 referencing the 12/2/2009 issue of JAMA. 2 Donald Wright M.D., M.P.H., Principal Deputy Assistant Secretary for Health, U.S. Department of Health and Human Services, December 2008. Centers for Disease Control and Prevention (CDC) as cited in Healthcare Purchasing News, November 2005, Vol.29, No.11. and A systematic audit of economic evidence linking nosocomial infections and infection control interventions: 1990-2000, Patricia Stone, RN, PhD. 2 Agency for Healthcare Research and Quality (AHRQ). AHRQs efforts to prevent and reduce health care-associated infections [fact sheet]. AHRQ Publication No. 09-P013, Rockville,MD: AHRQ; 2009 Sept. Available from: http://www.ahrq.gov/qual/haiflyer.htm 3 3Scott RD. The direct medical costs of healthcare-associated infections in US hospitals and the benefits of prevention. Atlanta: Centers for Disease Control and Prevention; 2009. Data Source: Freedonia Market Research. September 2011
|
6 Cantel Medical Corp. Healthcare Reform Creates Greater Emphasis in IP&C Financial Penalties to Hospitals1 Preventable Readmissions Estimated $30 billion cost to the system Beginning 2012, Medicare will stop paying hospitals for preventable readmissions tied to heart failure or pneumonia Beginning 2014, expand policy to cover four (4) more conditions Reduced Payment for Hospital Acquired Conditions Infections & Errors Beginning 2012, Medicare will align actual payment to reported performance on patient satisfaction and care quality Beginning 2015, Dept. of Health & Human Services will start reporting each hospitals record for infections and medical errors pertaining to Medicare patients Payments reduced by 1% for those with highest rate of infections & medical errors No longer pay for treatment when a Medicaid patient is harmed during a hospital stay Despite Shrinking Budgets, Hospitals Maintain IP&C Funding2 2/3rds decreased or froze spending in 2009 and further cuts continue However, virtually none cut patient safety infection control budgets in 2009, and spending growth is expected in the future 1 Healthcare Purchasing News, April 30, 2010. 2 HealthLeaders Media, April 6, 2010 citation of LEK Hospital Purchasing Survey of January 2010 Survey of 203 U.S. hospital CEOs, CFOs, COOs, materials managers, and purchasing directors.
|
7 Cantel Medical Corp. Well-Balanced Portfolio with Emphasis on Endoscopy Fiscal Year Ended July 31, 2012 All Other includes Therapeutic Filtration Products. Specialty Packaging Products, and Chemistries. 1 Before allocation of corporate expenses of ~$11.6M. 2 Earnings Before Interest, Taxes, Depreciation, Amortization, Stock Compensation Expense and (Gain)/Loss on Disposal of Fixed Asset. The effect of rounding may create minor data variances. Net Sales $386.5M Reported EBITDAS = $72.0M2 Endoscopy $153.2 40% Water Purification & Filtration $104.0 27% Healthcare Disposables $76.2 20% Dialysis $35.6 9% All Other $17.4 4% Operating Income $62.8M1 Endoscopy $31.1 49% Water Purification & Filtration $11.6 18% Healthcare Disposables $12.4 19% Dialysis $8.4 13% All Other ($0.7) -1%
|
8 Cantel Medical Corp. Significant Upside Growth Opportunities Acquisitions: 4 recent acquisitions in all three core segments SPSmedical Supply Corp. combined with ConFirm Monitoring creates a leading sterility assurance monitoring platform to drive further growth in acute care, dental and physician office settings Byrne Medical has leadership position to drive a large, global market conversion to profitable disposable endoscopy components Continued advancement of the new product cycle from the Gambro Water acquisition Proven ability to integrate, leverage and grow acquired businesses Robust pipeline of opportunities in disposables, endoscopy, and water purification Add to international and/or hospital channels New Markets Alternative Channels Dedicated focus on corporate and government pandemic flu preparation (Contagion) One of only a few large U.S. manufacturers of FDA-cleared face masks Sponsored research study published demonstrating effectiveness of surgical facemasks vs. N-95 respirators (American Journal of Infection Control) Research evidencing reduced spread of disease using face masks as source control Specialized commercial / consumer markets for contract sterilization, fogging and residual protection technology Greater focus on promoting profitable and proprietary product lines internationally
|
9 Cantel Medical Corp. Significant Upside Growth Opportunities Substantial Sales & Marketing investments in core FY09-FY12 Substantial increase in R&D spending in FY11-FY12 High-Margin Liquid Chemical Germicides (LCG) New chemistry development capabilities began in FY11, to yield multiple New Product Introductions (NPI) in FY13+ Expanded uses of existing chemistry products across all business segments Novel developments in fogging equipment and Revox sterilization services launched Antimicrobial coating and residual protection technology Odor eradication products Equipment and Disposables Endoscope reprocessors: broader portfolio, higher technology now with proprietary, single-shot chemistry launched worldwide Next generation water treatment equipment with focus on heat disinfection Unique disposables: Sure-Check® sterilization pouch & Secure-Fit face mask High value filter developments underway Strong pipeline of future Byrne Medical products to be launched
|
10 Byrne Acquisition Aug 1, 2011 Endoscopy: Facilitate Accelerated Global Growth Medivators (f/k/a Minntech) subsidiary acquired the assets of Byrne Medical, Inc. for $89.4M in cash and $10.0M in stock, plus $10.0M potential earnout Pre-acquisition revenues of ~$38.6M and EBIT of $10.9M1 Complementary: Further bolster our infection control presence and leadership in the gastroenterology suite Technology: precision performance disposables to reduce infection risk and complexities of sterilizing water bottles, tube sets, and valves IP protected product portfolio Market: sizeable, underpenetrated, global opportunity Early stages of shift to disposable being driven by Byrne Medical Customers: broaden reach from post-procedure cleaning (Medivators) into the treatment itself (Byrne Medical) Move closer to physician and operating nurses with preference items Sales Force: combined, the Endoscopy group now has over 80 field sales consultants and clinical specialists Exclusively focused on infection control in GI endoscopy Manufacturing: high-end engineering, design, production Utilize Byrne Medical facilities to create Center of Excellence for precision designed and manufactured disposable products Talent: Hired entire Byrne Medical team and refocused founder on product development and sales strategy. Smooth customer and employee transition SmartCap EndoGator A/W/S Valves 1 EBIT after backing out the impact of purchase accounting and non-operating expenses. EBIT of $7.3M reported in 8-K/A accounts for full effect of these adjustments.
|
11 Medivators Plus Byrne Medical Endoscopy Segment: Complementary Businesses Intercept Wipes Veriscan Scope Buddy Intercept CER/DSD/ Advantage Rapicide Rapicide PA IN THE PROCEDURE ROOM Byrne Medical Products Treatment Room Physicians & Nurses Medivators Endoscope Reprocessing Products Principally in Post-Procedure, Reprocessing Area Sterile Processing Department / Nurses A/W/S Valves SmartCap / EndoGator REPROCESSING AREA (Post-Procedure)
|
12 SPSmedical and ConFirm Acquisitions Creates Leading Sterility Assurance Monitoring Platform Crosstex subsidiary acquired SPSmedical Supply Corp. (Nov. 2, 2012) for $32.5M in cash, plus $3.5M for facility. Pre-acquisition revenue of $17.5M Follow on to the prior acquisition of ConFirm Monitoring Systems sterility assurance business (Feb 14, 2011) for $8.4M in cash1 . Pre-acquisition revenues of ~$4.0M. Expands Crosstex portfolio to include key infection prevention market sterility assurance monitoring Position: #1 player in dental biological monitoring services in North America #3 player in sterility assurance monitoring in North America Installed Customer Base: Strong, long-term relationships with hospitals, GPOs, distributors for branded and non-branded product offerings Key, long-term, private label distributor and dental school relationships as well as a solid branded business Daily interaction with hospitals, central sterile departments, and dentists Talent: Retained all SPSmedical leadership and ConFirms aligned personnel with expertise in sterility assurance. Smooth customer transition. 1 Includes an $855,000 earnout payment in FY12 based on the achievement of target sales levels for the twelve month period ending January 31, 2012
|
13 Gambro Acquisition in FY11 Water Treatment Mar Cor Purification subsidiary acquired Gambros U.S. water treatment business (Oct 6, 2010) for $23.7M in cash. Pre-acquisition revenues of ~$14.0M. Strategic value akin to success of Mar Cors acquisition of GEs Dialysis Water Business in March 2007. Technology: Industry Shift to Heat Disinfection and Growing Investment in Home Hemodialysis Acquired FDA-cleared heat disinfection central and portable systems to broaden the addressable customer base Installed Customer Base: Brought over 1,200 U.S. dialysis clinics and numerous hospitals to add consumables and service sales opportunities Manufacturing Scale: Relocate production from Sweden to our Minnesota facility and create tangible benefit through factory overhead absorption Customer Supply Agreement: Unique supply contract position with a leading U.S. dialysis chain. Master data transitioned and were shipping orders Talent: Hired all of Gambros U.S. aligned water personnel with expertise in dialysis and heat disinfection. Smooth customer transition |
FY'03FY'04FY'05FY'06FY'07FY'08FY'09FY'10FY'11*FY'12Net Sales$94.0$123.0$137.2$192.2$219.0$249.4$260.1$274.0$321.7$386.5EBITDAS$11.3$14.0$19.2$26.5$28.6$31.8$42.1$47.5$47.1$72.0Net Debt/(Cash)$3.7$7.1($17.6)$8.1$41.1$40.0$19.9($1.6)$103.6$59.8EBITDAS Margin12.0%11.4%14.0%13.8%13.0%12.8%16.2%17.3%14.7%18.6%($25)$0$25$50$75$100$125$150$175$200$225$250$275$300$325$350$375$400$ Millions 14 Cantel Medical Corp. Formula: Acquire, Improve Businesses, Repeat CAGR 03-12 17% 23% FY11 Net Debt includes $98M in debt assumed on the first day of fiscal year 2012 upon closing of the Byrne Medical acquisition. |
15 Cantel Medical Corp. Fragmented Nature of Infection Prevention & Control 12345Disinfectants & CleanersDisposablesMasks / HeadwearAir & Water QualityProtective ApparelBrushesDisposable kits / traysFace shieldsAir filtration systemsAprons / bibs / arm protectorsDispensersDisposable medical productsMasksGermicidal air cleanersGlovesEnzymatic cleanersDisposable surgical productsNurse/MD/Surg/Lab HatsNegative pressure isolationLab gownsMedical device disinfectantsProtection gogglesSmoke evacuatorsOvershoes / coated bootsSurface disinfectantsRespiratorsToxic gas detection systemsShirt jacketsWipesWrap around lensesWater purification systemsSurgical gowns678910SterilizationDrapes & Barrier ProductsHand HygieneWound Care & ClosuresNeedles / Sharps / TransportAutoclavesAntimicrobial linensAutomated hand washersAdhesives / adhesive removersAntimicrobial cathetersChemical sterilizersFluid control drapesHand cleaners / soapsAntimicrobial dressingsBlood pressure cuff coversEtO sterilizersGeneral purpose drapesHand sanitizers (waterless)DressingsCatheter securement devicesLow temperature sterilizersSurgical drapesDrains / suctionDispenser boxesMedical device drying cabinetsHydrogel adhesive dressingsNeedle protection devicesMedical device reprocessingSilver bandages / dressingsSafety I.V. cathetersSteam sterilizing unitsSurgical site skin prepSpecimen transport bagsSterilization containersSterilization packagingWashers / decontaminatorsSterilization Services1112131415Quality Control & TestersFluid / Temperature/ PositioningMedical Waste & Cleaning EquipmentEnvironmentalSurveillance / Software / EducationBiological indicatorsFiltration systemsAntimicrobial castersAntimicrobial paintAlert systemsChemical integratorsFluid control systemsCleaning cartsContainment systemsHandwashingEtO monitorsFluid warming systemsDecontamination equipWashable keyboardsSurveillance softwareGlutaraldehyde monitorsForced air warmingInfectious waste bagsPest managementTrainingRespirator fit testersPatient positioningMicrofiber mopsRapid MRSA diagnosticsSterility assurance productsPressure mgmt systemsRoom decontaminatorsTemperature mgmt kitsSharps containersSolidifiers / Spill KitsSuction canister systemsWaste management systemsIndicates Cantel product offering Key strategic priorities |
16 Cantel Medical Corp. Historical P&L Reveals Success of Acquisition Program 1 Earnings before Interest, Taxes, Depreciation, Amortization, and Stock Compensation Expense. 2 Equivalent to Income from Continuing Operations. 3 Compound Annual Growth Rate. 4 Retroactively applies the 3:2 stock split effective in February 2012. 5 Adjustments exclude $0.04 in FY09 and $0.08 in FY10 due to H1N1 pandemic benefit, and $0.03 in FY12 due to BioSafe investment impairment and other unusual operating expense and tax benefits. CAGR3200720082009201020112012'07 - '12$219.0 $249.4 $260.1 $274.0 $321.7 $386.5 12%$79.0 $87.6 $99.5 $111.0 $122.8 $164.2 16%Gross Margin %36.1%35.1%38.3%40.5%38.2%42.5%$28.6 $31.8 $42.1 $47.5 $47.1 $72.0 20%$16.8 $18.0 $27.5 $32.7 $31.3 $52.1 25%$8.1 $8.7 $15.6 $19.9 $20.4 $31.3 31%$0.33 $0.35 $0.63 $0.78 $0.79 $1.15 28%$0.33 $0.35 $0.59 $0.70 $0.79 $1.12 27%(non-GAAP metric)Diluted EPS4US Dollars Millions, except per share amountsNet SalesNet IncomeGross ProfitOp. Profit2Adj. Dil. EPS4,5Fiscal Years Ended July 31Continuing OperationsEBITDAS1 |
17 Cantel Medical Corp. Capacity for Continued Investment 2006200720082009201020112012$238.2 $263.7 $279.2 $277.9 $280.7 $321.4 $434.8 2.1:12.1:12.2:12.3:12.3:12.6:12.4:1$140.8 $155.1 $168.7 $187.1 $209.4 $234.3 $275.9 0.270.370.350.230.100.5210.331.4x2.0x1.8x1.0x0.4x2.6x11.3x24.424.224.724.925.526.027.2Funded Debt to EquityGross Debt / LTM EBITDAS2Fiscal Year Ended July 31US Dollars and shares in millions# of Diluted Shares3Total AssetsCurrent RatioEquity1 Adjusted to include $98 million in debt assumed on 8/1/12 following the acquisition of Byrne Medical. 2 Earnings before Interest, Taxes, Depreciation, Amortization, and Stock Compensation Expense. 3 Retroactively reflects 3:2 stock split effective February 1, 2012. |
Cantel Medical Corp. Experienced Executive Team Now organizing for growth Andrew A. Krakauer President & CEO Jorgen B. Hansen Exec. Vice President & Chief Operating Officer Eric W. Nodiff Sr. Vice President General Counsel Craig A. Sheldon Sr. Vice President Chief Financial Officer & Treasurer Seth M. Yellin Vice President Corporate Development Chris Geschickter Vice President Human Resources 18 Gary Steinberg President & CEO Crosstex Intl Curtis Weitnauer President & CEO Mar Cor Purification Don Byrne President Medivators Endoscopy Javier Henao EVP, International Paul Helms EVP, Operations Medivators Indicates new position |
19 Cantel Medical Corp. Strategic Objectives Remain Focused within Infection Prevention & Control Near-term build a profitable $500 Million Specialty Business setting the strategy for $1 Billion Achieve accelerated growth and profits from the three recent acquisitions Invest in higher technology, higher margin and higher growth organic programs with near-to-mid-term payoff High-value, unique IP&C disposables (e.g. Byrne Medical) Orientation around Liquid Chemical Germicides (LCGs) Capital Equipment / Proprietary Consumable combination solutions Focus on channel expansion including flu preparation, hospital and international markets Substantial increased sales and marketing investments in base business Continue aggressive and proven acquisition program to leverage existing assets and channels Continue focus on operational excellence Evolving organization structure focusing on growth |
20 Cantel Medical Corp. Strategic Evolution FY04 FY08: Acquire and Define Infection Prevention & Control (IPC) Portfolio FY09 FY10: Substantial Operational and P&L Improvement, while Investing in Sales & Marketing FY11: Leverage Sales & Marketing and Drive R&D Investments. Close 1-2 Key Acquisitions EPS Range: $0.21-$0.35 EPS Range: $0.63-$0.78 (including H1N1 spike) $0.59-$0.70 (base business) FY12+: Capitalize on all Strategic Investments (S&M, R&D, NPIs, Acquisitions) EPS Range: Significant Growth FY12: Reported: $1.15 Adjusted: $1.121 EPS: $0.79 (inclusive of $0.03 of 1x acquisition expenses) All EPS figures are adjusted retroactively for the 3:2 stock split effectuated on February 1, 2012. 1 Adjusted to exclude BioSafe investment impairment charges , unusual operating expenses and tax benefits. |
21 Cantel Medical Corp. Summary Growing ~$45B Global Market in Infection Prevention & Control Pure-play focus Fragmented nature creates opportunities for further growth and expansion $386M NYSE Specialty Infection Prevention & Control Leader Strong, recession-buffered core business with high future growth prospects 72% recurring revenue and $72.0M in FY12 EBITDAS Successfully acquired 18 businesses since 2001 Substantial investments in new product development and increased sales and marketing capabilities Pristine record with the FDA, EPA and global regulatory bodies 90+% of products are made in the USA Strong cash flow and balance sheet (~1.3x leverage ratio) $0.11 per share annual dividend Included in the S&P SmallCap 600 Index |
Cantel Medical Corp. (NYSE: CMN) Infection Prevention & Control Matters |
^,CG/'F\
MXP85L!R,H'4F&]'H1C;"A8Z$L3IX#(E*25+2D@JE)2-!B4=,.M*6$*6-,D4#
M6M,`THO_$K4-7!@1%XF@@QK8P"LM`(%73:0#FBZE)SO=R18\$H86A3$H:9@#
M2/=(E!A?!*1&.4H9C%+&)(01*EM4PA:V"-4S-@6-347#',KP$S#R6`M!".)4
ME:B%C1(A""DFPA:8T)4@<)7$80WK5W1(`K'F0"PU(,$,U,(6***EAQ[]*A.)
ML)8C-LE);V%+#T 1H>E;>]=WD8E&X*])!G) DQ*K<2K;P!V>KBW0"/ESX/5R@!5PH![7L+U'L
MMG\0MWN#EE3$%E.T#7JIJ`E[-7NX!PIS*'1!,%;4%P6RMW)#C?@9#EUIC8DY
MAW%XF&^`/XJ#S(63N,G,OVD\J6>TN)9R*9;ROQ.#,0#,1M$4H5=XA0#\.%W(
MA8U!AV7(A6)XF9-`1T8Y&688AHPX!F&`!@"YA$N("*SR!0X$JU7XF2Y3"*8I
MB$K80DCXI*M!!#/2@SS(@TPZ$;JCNA1A@S70@BC_C+O,ZJL3F1&T01(A08-`
M(KLC0`,C09*[(0,C7*2_(0.^J2S!>;LH-!RY$Y,^R*3&^232:A-%B`1+HY-)
MN(1-6`54PA/.\1R@9O"++&>SS6`:[@BA16&R9AJL.:V$.FY)2?
M4`I288KD,D2L?,3NTHH3=<1*]$KJ"C:VT$JO5"\!$(1*T(MR2*?X,CZV/+Y4
M!"!W`R`@C4O0@(W7@,4*,[=_>Z![P1=]L@Q7A+"&(DQ^09=6&4:$J:`*(H=O
M\+!Q(+C)9$;Y"]/,M$QJO+\RU;C_H\8:VTR=0B&5&DW2'$#3O+%7:(562$T$
MS`7#4\UB*(;K("HB@P9B_^BT7_B<7[@$3UC450@&9`!!$"S..>'-HC&(TD(3
MJZ&TZ%2C-9H#.$B1.(#"KRF<.9"S/)!(/0B2&TD"/1H2,S#/N>%!NU$2NU&L
M0NL;M2/)&5R;+UF1SK([1#`3R#D$2S,(+E2(4]J$.Q'#SKD('G.ECO`A63*4
M0V&45*L&E9B\."0N#8T)6>.)2]D4[C"-30D]I1B5TE,FJ1A$2I3*Z9)1L0`O
M7H%7L*#7;K+7Z%E17M/7I!@6NI`VXRN'6[@%M>31_AH^>6(GPUA%(8W+_P(P
M>X'%][$HQ*8=],`:
M_$#O@7$4OGAN3Q!TX%Z?_*2H?0:*48JJL/:V)PUSY-,?_S@&/))UT$^I/%,;
MB<@_:F&+5MDT(R7E7T8R.)"-\B^`QI((KG[5D9#VZDO#B@E*3GK2`E:0ID>F
M1TMP91&+Q-1;1_$)4AKH0%@-=5BO,L>5D>*.>J2#R[!JQS>>\;F#8ILK-/^,
M1C4HA$-XN,6'/^PJOL2B#+3B1>^^2(8M8E&)_C"L%I5XJ\,H(PBP(4(P5XS$
M%!7=F8\5E@V:`<*C&VL:$K#L#DA``Q(Z#\?AB%IFME&-S3Z-F@]T%F@P`QII
M1RL=IY'A"*HU0R(568:H52T\N^:UUNR@'MT2HA"9]"U]S!9*41KW;<@ET%WH
MMLH'X8W,%4('-M#!CFI@.[N&$]$N&6>B7XX?O4^GT8'1VTST7NYXY?_WC_S-
MNO?/7_X\HK=][_]>^MM?'\;B!YK2Z7>`AP
<2#]R6(=Q4`?W?4:$.UD-&E/X(X>47<;*5%F8A=]F-*F9
M;=,8VS\5
,1F%DE^&5@55@!P$JQ]7B&(K%599
M//.6I>+*Q34T*Y8MLH7OU#5:J)P%BS!:[`-6!#9:0.O>_@-ID4\SG99APFB,
MSG!JG`_[2"/\YWI>J$Q$%:LKGU(
M(\A7?"G>?E&>$W:"%>9A%JJ!5"6$(/2Q5/G(@461(9NDDLPT(O,>ULBT>,:D
M3J6!H`IJCH2>F_!QILX11:@4G3C"T5+"S=RWGCCUT^I8U":22V!UPSD#*]^$
MK,KJ)MFJUVY.QG4EIHPUA?HJ)WY+J(0*6*RM94G%JL@B*NI."'=P7MMUB/_U
M7,IUEV7%8)^%6*`H-K>&/DA+GQG=]V`K:_`9MWC+9ZOK;8&V95.'