-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D9JRBDJyyMclj0yjTDFnDNdCHjdNHser1P71yC6bTOr8iXYkZcMyOoe09y9JsGnU 0VB+9pTMc6XVneTAypluIw== 0000940397-05-000098.txt : 20050425 0000940397-05-000098.hdr.sgml : 20050425 20050425164809 ACCESSION NUMBER: 0000940397-05-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050425 DATE AS OF CHANGE: 20050425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 05770524 BUSINESS ADDRESS: STREET 1: 2831 DEXTER DRIVE CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5742620123 MAIL ADDRESS: STREET 1: PO BOX 3300 STREET 2: 2831 DEXTER DRIVE CITY: ELKHART STATE: IN ZIP: 46515 8-K 1 coa8k42505.htm FIRST QUARTER PRESS RELEASE

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)     April 25, 2005                                                                                            

COACHMEN INDUSTRIES, INC.
                                                                                                                                                                                                           
(Exact name of registrant as specified in its charter)
     
INDIANA 1-7160 31-1101097
                                                                                                                                                                                                           
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
   
2831 Dexter Drive, Elkhart, Indiana 46514
                                                                                                                                                                                                           
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code     (574) 262-0123                                                                                            

Not Applicable
                                                                                                                                                                                                           
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] 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 April 25, 2005, Coachmen Industries, Inc. issued the press release attached as Exhibit 99.1 to this Form 8-K
and incorporated by reference herein. This press release announced the Company's operating results for the first quarter ended March 31, 2005.

ITEM 7.01.  REGULATION FD DISCLOSURE

              See "Item 2.02. Results of Operations and Financial Condition" which is incorporated by reference in this Item 7.01.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

             (c)   The following exhibits are furnished as a part of this Report:

                      99.1   Press Release dated April 25, 2005.

             The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.


SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COACHMEN INDUSTRIES, INC.


By:/s/ Richard M. Lavers                                    
     Richard M. Lavers, Executive Vice President,
     General Counsel and Secretary

Date:  April 25, 2005

2


EXHIBIT LIST

EXHIBIT
NUMBER
DESCRIPTION SEQUENTIALLY
NUMBERED PAGES
99.1 Press Release dated April 25, 2005 9




3

EX-99.1 2 coa8k42505pr.htm EX-99.1 - PRESS RELEASE

Exhibit 99.1

COACHMEN INDUSTRIES, INC.
2831 Dexter Drive o P.O. Box 3300 o Elkhart, Indiana 46515 o 574/262-0123 o Fax 574/262-8823

NEWS RELEASE

For immediate release Monday, April 25, 2005

COACHMEN INDUSTRIES, INC. ANNOUNCES FIRST QUARTER RESULTS

     o   Revenue increases 4% to $205 million
     o   Loss of $1.4 million attributable to volume and marketing initiatives

Elkhart, Ind. - Coachmen Industries, Inc. (NYSE: COA) today announced its financial results for the first quarter ended March 31, 2005.

Sales for the first quarter increased 4% to $205 million versus $197 million during the same period last year. Net income for the quarter was a loss of $1.4 million, or $0.09 per share, compared with net income from continuing operations of $0.6 million, or $0.04 per share, in the first quarter of 2004. Coachmen’s first quarter sales growth was driven by a 4.7% sales improvement in the Recreational Vehicle segment, and a slight 1.2% gain in the Housing and Building segment. Profits were negatively affected by lower unit volumes and increased sales incentives offered in response to softer markets and greater competitive pressures.

In the first quarter, gross profit margins were 10.3% compared to 12.3% in 2004. Due to heavy selling expenses, GS&A of 11.3% exceeded gross profits, resulting in an operating loss of $2.0 million. GS&A expenses declined by $1.9 million, largely as a result of the recent settlement of the Company’s dispute over an RV licensing agreement with The Coleman Company.

Claire C. Skinner, Chairman and Chief Executive Officer, remarked, “We had forecasted a small loss in the first quarter, due to the challenging environment in the RV market and the seasonal factors which affect our Housing and Building business. These factors were more extensive than anticipated, and we also encountered some rather substantial softening in single-family home sales in several core geographic markets in which our Housing and Building Group participates. Reduced volume led to higher marketing expenses and lower operating margins. We will continue to monitor our markets closely, and manage our businesses to maximize our revenues while tightly controlling operating costs.”

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Coachmen Industries, Inc. Announces First Quarter Results
Page 2
April 25, 2005


Recreational Vehicle Segment

Throughout the first quarter, the Recreational Vehicle Group faced the continuation of an industry-wide slowdown, with resultant high dealer inventories and competitive pressures. The Company’s RV Group reported sales of $157.3 million during the first quarter of 2005, up 4.7% from the $150.2 million reported for the comparable period last year. Backlog for the RV segment increased 2.2% to $90.9 million from $89.0 million at the end of the first quarter of 2004.

Though sales revenue increased in the quarter, RV Group wholesale unit shipments decreased by 12.6% to 4,699 units versus 5,375 units for the first quarter of 2004. This reflects the Group’s continued shift of product mix toward the more expensive motorized product categories. Compared with the first quarter of 2004, shipments of motorized products fell 9.2%, while shipments of non-motorized products decreased by 14.3%. Within the Class A vehicle category, shipments of Rear Diesel motorhomes increased 64.7%, demonstrating the continued strong acceptance of the Company’s diesel product offerings.

The Group generated $11.9 million of gross profit, or 7.6% of sales, compared with $14.0 million, or 9.3% of sales in the first quarter of 2004. This lower gross profit was attributable to the reduction in unit volume. Production levels were adjusted in the quarter to meet lower demand, which adversely affected gross margins due to lower overhead absorption and labor inefficiencies. In addition, wholesale and retail incentives offered in response to competitive pressures during the quarter negatively affected margins. Due to increased selling and delivery costs, RV Group operating expenses rose to $13.4 million from $11.7 million last year, excluding the $1.0 million gain on the sale of an operating facility in the first quarter of 2004. RV Group pre-tax income fell to a loss of $1.7 million compared with pre-tax income of $3.4 million for the year-ago quarter.

The Company continues to believe this slowing in retail and wholesale activity should be temporary in nature and may gradually improve during the year. However, the Company’s revenue will continue to be dampened until dealer inventories are relieved. Accordingly, Coachmen’s RV Group has been proactive in developing targeted retail incentives to pull demand through the distribution channel rather than offering broad-based wholesale discounts that would further expand dealer inventories. The retail incentives implemented in the first quarter have already been very successful, as measured by retail market share in the first two months of 2005. As reported by Statistical Surveys, Inc., retail registrations of the Company’s Class A motorhomes surged 51.8%, significantly outpacing the increased Class A registrations for the total industry of 6.0%. As a result, Coachmen’s year-to-date Class A market share rose to 9.7% from 6.8%. A similar pattern held for Class C motorhomes, as retail registrations for Coachmen rose 38.2%, while Class C registrations for the total industry increased just 0.8%. Coachmen’s market share for Class C motorhomes rose to 17.0% from 12.4%. These sales incentives and resulting market share impacted the Group’s pre-tax profits by

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Coachmen Industries, Inc. Announces First Quarter Results
Page 3
April 25, 2005


approximately $2.6 million, or $0.11 per share during the quarter, but they have substantially improved the Group’s position to better capture future RV sales as the market recovers, due to healthier dealer inventories.

As mentioned in the Company’s news release of March 28, Coachmen reached a settlement in the Company’s dispute with The Coleman Company over the licensing agreement between the two parties. As a result of the settlement, both parties agreed to dismiss the litigation, while the original license agreement between Coachmen and Coleman has become null and void. In addition, as part of the settlement, The Coleman Company agreed to reimburse Coachmen for certain expenses incurred under the license agreement. The total amount to be reimbursed by Coleman pursuant to the settlement agreement is $4.4 million, all of which is included in our first quarter results. Approximately $2.2 million of the reimbursement is reflected in the pre-tax profit of the RV Group, while the remainder is included in the Company’s consolidated results. The allocation to the RV Group serves to offset previous operating losses generated by the Coleman initiative, including the $1.2 million pre-tax loss generated in the first quarter. The Company did not incur any material losses associated with the Coleman initiative in the first quarter of 2004. Coachmen will operate the plant formerly dedicated to Coleman® products to produce a variety of towable models that will be marketed under the existing family of RV brands.

Housing and Building Segment

The Company’s Housing and Building Group reported sales of $47.8 million, up 1.2% from $47.3 million during the first quarter of 2004. Gross profit for the segment was $9.2 million, or 19.2% of sales, compared with $10.3 million, or 21.7% of sales in the same period last year. A number of factors contributed to the lower gross margin levels including lower production levels affecting overhead absorption at a number of facilities and increasing workers’ compensation costs. The Group’s operating expenses increased 2.7% to $13.1 million, compared with $12.7 million in the first quarter of 2004. As a result of the lowered gross margin, the Housing and Building segment’s pre-tax loss increased to just under $4.0 million versus a pre-tax loss of $2.3 million in 2004. Weakness in a number of markets for the Housing and Building Group, particularly in the Midwest, contributed to a 5.3% decline in residential shipments. At the same time, backlogs rose 19.5% to $46.5 million, compared with $39.0 million at March 31, 2004, as a result of increased retail marketing efforts in conjunction with the Company’s builder network.

The Housing and Building segment faced a challenging retail environment in many of its core markets in the first quarter. Weak local economic conditions have produced difficult conditions for the Company and our builder partners in markets such as Ohio, Indiana, Michigan and Kentucky. Until the supply conditions are corrected to more normal levels, our business in these markets may continue to be affected by increased marketing and promotional activity which in turn may depress margins. “Our Housing and Building segment faced a number of significant challenges in the first quarter, particularly with the overall market weakness in a number of

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Coachmen Industries, Inc. Announces First Quarter Results
Page 4
April 25, 2005


important markets in the Midwest,” noted President and Chief Operating Officer Matthew J. Schafer. “We continue to focus on generating incremental sales growth while controlling costs. We have also made progress in our All American Building Systems business unit, with additional projects completed in the first quarter. We remain enthused about the potential of this unit, as we have already seen revenues from AABS in the first quarter that exceeded our expectations.”

As discussed in previous earnings releases, the Company continued to incur costs for marketing initiatives, including the All American Building Systems (AABS) business unit in the first quarter. The Company completed a number of projects in the first quarter, and continues to fill its order backlog. Due to the length of time required for the start-up of a business such as AABS, the costs incurred resulted in a reduction of the Housing and Building Group’s pretax profit. The Housing and Building Group’s marketing initiatives resulted in a reduction of pre-tax profit of approximately $0.9 million, or $0.04 per share in the first quarter.

Balance Sheet/Cash Flow

As of March 31, 2005, the Company had cash and marketable securities of $6.7 million and shareholders’ equity of $221.4 million. Operating cash flow for the first quarter was $3.3 million, however due to capital expenditures and the repayment of short-term borrowings, our total cash balance fell by $8.8 million from the end of 2004. Capital expenditures were $2.0 million and depreciation was $2.2 million for the first quarter.

Joseph P. Tomczak, Executive Vice President and Chief Financial Officer, said, “We continue to focus on reducing the working capital requirements of our business and we’re gratified that our efforts in this area produced positive operating cash flow in the quarter. Despite this recent success, we have more work ahead of us to reduce our overall inventory balances to more reasonable levels. We will continue to emphasize reducing working capital, and building some cash reserves to better address the current environment in our cyclical industries.”

2005 Outlook

“Looking to the remainder of 2005, we remain guardedly optimistic about both of our business segments,” said Chairman Skinner. “On the RV side, we are confident that our new product offerings, continued marketing initiatives and a further shift in product mix towards motorized products will allow us to increase our market share and our revenues, despite continued challenges in the market. In recent weeks fuel prices have reached record levels, interest rates have risen, and the employment environment has softened. These factors continue to weigh on consumer confidence. Even so, we have seen recent signs that prospective RV buyers are taking these changes in stride. As consumers become more desensitized to the recent spikes in fuel costs, the psychological impact on retail RV demand associated with sharp gas price increases should begin to ease. However, dealer inventory levels in the RV industry remain high. Therefore, competitive

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Coachmen Industries, Inc. Announces First Quarter Results
Page 5
April 25, 2005


pressure on profitability is likely to remain a factor over the next few months. We will continue to monitor the RV market and our related marketing initiatives closely, to ensure the greatest impact on our sales at the minimum costs.

“In our Housing and Building segment, we are concerned about the softening of single family home sales in many of our key regions, which is causing many site builders – our primary competitors – to offer costly sales incentives. We are encouraged by the increases in commercial projects at AABS, but we realize that much work remains in reducing costs and increasing productivity within the segment. In light of our performance in the first quarter and based on current market trends, we are adjusting our previous guidance from our fourth quarter review. We are now forecasting sales growth for the year of approximately 5%, to $910 million from $865 million, and earnings growth from Continuing Operations of approximately 15% to 21%, to a range of $1.00 to $1.05 per share from $0.87 per share last year,” concluded Chairman Skinner.

Coachmen Industries, Inc. is one of America’s leading manufacturers of recreational vehicles, systems-built homes and commercial buildings, with prominent subsidiaries in each industry. The Company’s well-known RV brand names include COACHMEN®, GEORGIE BOY™, SPORTSCOACH® and VIKING®. Through ALL AMERICAN HOMES®, Coachmen is one of the nation’s largest producers of systems-built homes, and also a major builder of commercial structures with its ALL AMERICAN BUILDING SYSTEMS™ and MILLER BUILDING SYSTEMS™ products. Prodesign, LLC, produces custom composite and thermoformed plastic parts for numerous industries under the PRODESIGN® brand. Coachmen Industries, Inc. is a publicly held company with stock listed on the New York Stock Exchange (NYSE) under the ticker COA.

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned not to place undue reliance on forward-looking statements, which are inherently uncertain. Actual results may differ materially from that projected or suggested due to certain risks and uncertainties including, but not limited to, the potential fluctuations in the Company’s operating results, the availability for floorplan financing for the Company’s recreational vehicle dealers and corresponding availability of cash to Company, the condition of the telecommunications industry which purchases systems-built structures, the impact of performance on the valuation of intangible assets, the availability and the price of gasoline, price volatility of raw materials used in production, the Company’s dependence on chassis and appliance suppliers, interest rates, the availability and cost of real estate for residential housing, the ability of the Housing and Building segment to perform in new market segments where it has limited experience, adverse weather conditions affecting home deliveries, competition, government regulations, legislation governing the relationships of the Company with its recreational vehicle dealers, consolidation of distribution channels in the recreational vehicle industry, consumer confidence, further developments in the war on terrorism and related international crises, oil supplies, and other risks identified in the Company’s SEC filings.

For more information:
    Joseph P. Tomczak
     Executive Vice President and Chief Financial Officer
     574-262-0123

     Jeffery A. Tryka
     Director of Planning and Investor Relations
     574-262-0123

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Coachmen Industries, Inc. Announces First Quarter Results
Page 6
April 25, 2005


Coachmen Industries, Inc.
Consolidated Statements of Operations

(In Thousands, Except Per Share Data)
(Unaudited)

Three Months Ended
March 31,
      2005                 2004        
Net Sales     $ 205,117   $ 197,465  
   
Gross Profit - $       21,161     24,317  
Gross Profit - %       10.3 %   12.3 %
   
GS&A - $       23,125     24,985  
GS&A - %       11.3 %   12.7 %
   
Gain on Sale of Property - $       (4 )   (1,010 )
Gain on Sale of Property - %       (0.0 )%   (0.5 )%
   
Operating Income (Loss) - $       (1,960 )   342  
Operating Income (Loss) - %       (1.0 )% 0.2 %
   
Other (Income)/Expense       190     (575 )
   
Pre-Tax Income (Loss) from    
     Continuing Operations - $       (2,150 )   917  
Pre-Tax Income (Loss) from    
     Continuing Operations - %       (1.0 )%   0.5 %
   
Tax Expense (Benefit)       (764 )   330  
   
Net Income (Loss) from Continuing Ops       (1,386 )   587  
   
Income from Operations of       --     55  
     Discontinued Entity (net of taxes)    
   
Net Income (Loss)       (1,386 )   642  
   
Earnings per share - Basic    
     Continuing Operations       (0.09 )   0.04  
     Discontinued Operation       0.00     0.00  
Net Earnings per share       (0.09 )   0.04  
   
Earnings per share - Diluted    
     Continuing Operations       (0.09 )   0.04  
     Discontinued Operation       0.00     0.00  
Net Earnings per share       (0.09 )   0.04  
   
Weighted Average Shares Outstanding    
     Basic       15,526     15,459  
     Diluted       15,526     15,550  

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Coachmen Industries, Inc. Announces First Quarter Results
Page 7
April 25, 2005


Coachmen Industries, Inc.
Condensed Consolidated Balance Sheets

(In Thousands)
(Unaudited)

  March 31,   December 31,
ASSETS        2005                 2004         
Current Assets                
Cash and temporary cash investments     $ 6,163   $ 14,992  
Marketable securities       534     1,747  
Accounts receivable       62,235     58,805  
Inventories       145,976     136,088  
Prepaid expenses and other       10,222     8,597  
Deferred income taxes       6,059     6,014  


     Total Current Assets       231,189     226,243  
                 
Property, plant & equipment, net       82,161     82,351  
Goodwill       18,132     18,132  
Cash value of life insurance, net of loans       27,071     25,162  
Real estate held for sale       60     60  
Other       6,027     5,775  


                 
     Total Assets     $ 364,640   $ 357,723  




  March 31,   December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY        2005                 2004         
Current Liabilities                
Short-term borrowings     $ 11,355   $ 20,000  
Accounts payable, trade       50,239     33,805  
Accrued income taxes       387     2,479  
Accrued expenses and other liabilities       45,154     39,466  
Floor plan notes payable       5,657     6,986  
Current portion of long-term debt       2,195     2,195  


     Total Current Liabilities       114,987     104,931  
   
Long-term debt       14,669     14,943  
Deferred income taxes       3,512     3,512  
Postretirement deferred comp benefits       9,951     9,724  
Other       74     195  


     Total Liabilities       143,193     133,305  
   
Shareholders' Equity       221,447     224,418  


     Total Liabilities and Shareholders' Equity     $ 364,640   $ 357,723  


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Coachmen Industries, Inc. Announces First Quarter Results
Page 8
April 25, 2005


Coachmen Industries, Inc.
Condensed Consolidated Statements of Cash Flows

(In Thousands)
(Unaudited)

Three Months Ended
March 31,
     2005             2004       
     
Net income     $ (1,386 ) $ 642  
Depreciation       2,232     2,430  
Changes in current assets and liabilities       2,409     (17,484 )


   Net Cash Provided by/(Used in) Operations       3,255     (14,412 )
   
Net Cash from (Used in) Investing Activities       (2,348 )   1,081  
   
Net borrowings       (8,919 )   15,967  
Issuance/(purchase) of stock       91     141  
Dividends       (943 )   (933 )
Other       35     --  


   Net Cash Provided by/(Used in) Financing Activities       (9,736 )   15,175  
   
Increase/(Decrease) in Cash and Temporary Cash Investments       (8,829 )   1,844  
   
Beginning of period cash and temporary cash investments       14,992     6,408  


End of Period Cash and Temporary Cash Investments     $ 6,163   $ 8,252  



Coachmen Industries, Inc. Announces First Quarter Results
Page 9
April 25, 2005


Coachmen Industries, Inc.
Quarterly Segment Data

(In Thousands)
(Unaudited)

  Three Months Ended
March 31,
            2005                       2004            
Sales            
Recreational Vehicle     $ 157,307   $ 150,201  
Housing and Building       47,810     47,264  


     Total     $ 205,117   $ 197,465  


   
Gross Profit    
Recreational Vehicle     $ 11,920   $ 14,023  
Housing and Building       9,174     10,260  
Other       67     34  


     Total     $ 21,161   $ 24,317  


   
Gross Margin Percentage    
Recreational Vehicle       7.6 %   9.3 %
Housing and Building       19.2 %   21.7 %


     Total       10.3 %   12.3 %


   
Operating Expenses    
Recreational Vehicle     $ 13,401   $ 10,664  
Housing and Building       13,085     12,744  
Other       (3,365 )   567  


     Total     $ 23,121   $ 23,975  


   
Operating Expense Percentage    
Recreational Vehicle       8.5 %   7.1 %
Housing and Building       27.4 %   27.0 %


     Total       11.3 %   12.1 %


   
Operating Income/(Loss)    
Recreational Vehicle     $ (1,481 ) $ 3,360  
Housing and Building       (3,911 )   (2,484 )
Other       3,432     (534 )


     Total     $ (1,960 ) $ 342  


   
Pre-Tax Income/(Loss) from Continuing Operations    
Recreational Vehicle     $ (1,670 ) $ 3,418  
Housing and Building       (3,957 )   (2,297 )
Other       3,477     (204 )


     Total     $ (2,150 ) $ 917  


— END —

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-----END PRIVACY-ENHANCED MESSAGE-----