-----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, Cje7cWzmzjcTymBrbMzbWF+E6139FlbOchfUu9A5NvnpL1l7PHFklpIlY398tu9H SWgm8J9wqZGtohVMgfHbUg== 0000897101-05-000221.txt : 20050127 0000897101-05-000221.hdr.sgml : 20050127 20050127102104 ACCESSION NUMBER: 0000897101-05-000221 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050127 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050127 DATE AS OF CHANGE: 20050127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELUXE CORP CENTRAL INDEX KEY: 0000027996 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 410216800 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07945 FILM NUMBER: 05552095 BUSINESS ADDRESS: STREET 1: 3680 VICTORIA STREET NORTH CITY: SHOREVIEW STATE: MN ZIP: 55126 BUSINESS PHONE: 6514837111 MAIL ADDRESS: STREET 1: 3680 VICOTRIA STREET NORTH CITY: SHOREVIEW STATE: MN ZIP: 55126 FORMER COMPANY: FORMER CONFORMED NAME: DELUXE CHECK PRINTERS INC DATE OF NAME CHANGE: 19880608 8-K 1 deluxe050301_8k.htm Deluxe Corporation Form 8-K dated January 27, 2005

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):     January 27, 2005



DELUXE CORPORATION
(Exact name of registrant as specified in its charter)




 Minnesota       1-7945       41-0216800
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

3680 Victoria St. North, Shoreview, Minnesota        55126-2966
      (Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code:     (651) 483-7111

N/A
(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))


 



Section 2 – Financial Information

Item 2.02      Results of Operations and Financial Condition.

        Furnished as Exhibit 99.1 is a press release of Deluxe Corporation reporting results from fourth quarter and full year 2004, and an increase in our quarterly dividend.

Section 9 – Financial Statements and Exhibits

Item 9.01      Financial Statements and Exhibits.

        (c) Exhibits

  99.1 Press Release, dated January 27, 2005, of Deluxe Corporation reporting results from fourth quarter and full year 2004, and an increase in our quarterly dividend.

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        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.

Date: January 27, 2005

    DELUXE CORPORATION  


 
 

/s/   Anthony C. Scarfone
 

Anthony C. Scarfone
Senior Vice President,
General Counsel and Secretary
 















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INDEX TO EXHIBITS

Exhibits Page No.

99.1

Press Release, dated January 27, 2005, of Deluxe Corporation reporting results from fourth quarter and full year 2004, and an increase in our quarterly dividend
 
 





















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EX-99.1 2 deluxe050301_ex99-1.htm Exhibit 99.1 to Deluxe Corporation Form 8-K dated January 27, 2005

EXHIBIT 99.1



  Deluxe Corporation
P.O. Box 64235
St. Paul, MN 55164-0235
(651) 483-7111

_____________________________________________________________________________________________________________________________

N E W S    R E L E A S E



January 27, 2005
  For additional information:
Stuart Alexander
Vice President
Investor Relations
(651) 483-7358


Douglas J. Treff
Senior Vice President
Chief Financial Officer
(651) 787-1587

DELUXE REPORTS FOURTH QUARTER AND
FULL-YEAR RESULTS;
ANNOUNCES DIVIDEND INCREASE

  •   Record EPS of $3.92
•   Raises quarterly dividend to $0.40
•   Small Business Services positioned to grow

St. Paul, Minn. — Deluxe Corporation (NYSE: DLX), the nation’s leading check printing company, reported fourth quarter diluted earnings per share (EPS) of $0.92 on net income of $46.8 million. Diluted earnings per share and net income for the fourth quarter in 2003 were $0.77 and $39.4 million, respectively.

“We finished a very good year and exceeded the high end of our EPS guidance in the fourth quarter as a result of strong operating performance, including the NEBS acquisition, and a favorable tax rate that contributed $0.06 per share,” said Lawrence J. Mosner, chairman and CEO of Deluxe Corporation. “The NEBS integration is going exceptionally well,” Mosner continued. “We are pursuing the right strategy to position the Company for growth. In addition, given that we expect the cash generated from the business to remain strong, the board has increased the quarterly dividend $0.03, to $0.40 per share.” Deluxe last raised its dividend in 1994.

Fourth Quarter Performance
Deluxe’s fourth quarter net income was $46.8 million, compared to $39.4 million during the same quarter in 2003. EPS was $0.92 per diluted share compared to $0.77 for the same period a year ago. EPS was negatively affected $0.04 due to stock-based compensation expense and $0.04 due to New England Business Service, Inc. (NEBS) integration related expenses.

Revenue was $476.9 million in the fourth quarter, compared to $300.5 million during the same quarter a year ago. Fourth quarter 2004 revenue included $191.7 million from the acquired NEBS business. The $15.3 million decrease in revenue for the Company’s other businesses was due to a 9.4 percent decline in unit volume, partially offset by a 4.8 percent increase in revenue per unit.


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Gross margin was 65.5 percent of revenue for the quarter, flat compared to 65.6 percent in 2003. The addition of NEBS’ lower margin business was offset by the increase in revenue per unit, continued productivity improvements and cost management efforts.

Selling, general, and administrative expense (SG&A) increased $103.6 million to 47.7 percent as a percentage of revenue, compared to 41.2 percent in the fourth quarter of 2003. The addition of NEBS’ SG&A expenses, the impact of performance-based and stock-based compensation expense, and integration costs were partially offset by the Company’s cost management actions during the past year, along with reduced discretionary spending.

As a result, operating income was $85.0 million in the fourth quarter compared to $68.7 million last year. NEBS contributed $18.4 million of operating income after including $9.3 million of acquisition-related amortization expense and $2.7 million of integration costs. Operating margin was 17.8 percent of revenue, compared to 22.9 percent in the prior year, a reflection of NEBS’ lower margin business.

Full-Year Performance
Deluxe’s net income for the year was $198.0 million, compared to $192.5 million during the same period in 2003. EPS was $3.92 per diluted share compared to $3.49 a year ago. EPS was positively affected $0.34 due to the net impact of shares outstanding compared to 2003 and $0.10 due to a contract buy-out in the third quarter. EPS was negatively affected $0.14 due to stock-based compensation expense and $0.11 due to acquisition and integration expenses.

Revenue was $1,567.0 million for the year, compared to $1,242.1 million for 2003. Total year revenue includes $363.2 million from the acquired NEBS business. The decrease in revenue for the other businesses was due to a 6.1 percent decline in unit volume, partially offset by a 2.6 percent increase in revenue per unit.

Gross margin was 65.8 percent of revenue for the year, flat compared to 65.7 percent in 2003. The addition of NEBS’ lower margin business was offset by higher revenue per unit, continued productivity improvements, and cost management efforts.

SG&A as a percentage of revenue was 43.6 percent compared to 39.6 percent in 2003 and SG&A dollars increased $190.7 million from last year. The addition of NEBS’ SG&A expenses, the impact of performance-based and stock-based compensation, and acquisition and integration costs, were partially offset by the Company’s cost management actions during the past year, along with reduced discretionary spending.

As a result, operating income was $347.9 million, compared to $318.9 million last year. NEBS contributed $22.7 million of 2004 operating income after including $19.1 million of additional acquisition-related amortization expense and $7.1 million of integration costs. Operating margin was 22.2 percent of revenue, compared to 25.7 percent last year, a reflection of NEBS’ lower margin business.

Interest expense increased to $32.9 million for the year, compared to $19.2 million in 2003 due primarily to higher debt levels related to financing the NEBS acquisition.


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Business Outlook
The Company expects 2005 first quarter diluted EPS to be in the range of $0.75 to $0.79 per share, and approximately $3.30 per share for the full-year. Cash from operating activities is expected to be in excess of $265 million for 2005.

“Small Business Services has outperformed our expectations after just six months into the integration,” said Mosner. “We’re delivering on the anticipated integration cost synergies, and we’re still benefiting from our ongoing cost management efforts. In addition, we are updating our 2005 outlook for Financial Services. We now expect operating margins in this segment to be down approximately four percentage points, which is at the low end of the range we provided last quarter.”

Mosner added, “During the next 12 months, we will continue to focus on the integration process and implementing our plan for Small Business Services. Looking farther out to 2006 and 2007, we anticipate growth in this segment as a result of a larger customer base, expanded products and services, and additional synergy cost efficiencies. Growth in Small Business Services will drive consolidated revenue, operating profit and cash flows higher than 2005.”

Deluxe announced that it had completed the divestiture of NEBS’ European operations at year-end, and that it is in the process of selling NEBS’ apparel business. As a result of continued cost management efforts, the Company said it plans to close manufacturing facilities in Athens, Ohio and Los Angeles, Calif.

Fourth Quarter Segment Performance
The Company announced that, as a result of acquiring New England Business Service, Inc. (NEBS), it has re-organized into three new business segments: Small Business Services (formerly NEBS and Business Services), Financial Services, and Direct Checks.

Small Business Services’ revenue was $257.3 million for the quarter, up from $62.3 million in 2003. The acquired NEBS business generated $191.7 million of revenue. The remainder of the increase was due to higher volume from new business. Operating income for the quarter increased to $38.1 million, from $21.1 million in 2003. The acquired NEBS business contributed $18.4 million of operating income, after including $9.3 million of acquisition-related amortization and $2.7 million of integration costs.

Financial Services’ revenue was $151.3 million for the quarter, compared to $165.6 million in 2003. The decrease was the result of the overall decline in check usage and continued pricing pressure. Operating income for the quarter decreased to $24.2 million, from $27.0 million in 2003. The Company’s cost management actions during the past year, along with reduced discretionary spending, were more than offset by the revenue decline.

Direct Checks’ revenue was $68.3 million for the quarter, compared to $72.6 million in 2003 due to lower unit volume. Operating income for the quarter increased to $22.7 million, from $20.6 million in 2003. The unit volume decline was more than offset by higher revenue per unit and productivity improvements.


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Deluxe Increases Dividend
The Board of Directors of Deluxe Corporation increased the regular quarterly dividend to 40 cents per share on all outstanding shares of the Company. The dividend will be payable on March 7, 2005 to shareholders of record at the close of business on February 22, 2005. The Company had 50,268,812 shares outstanding as of January 21, 2005.

Conference Call Information
Deluxe will hold an open-access teleconference call today at 11:00 a.m. EST (10:00 a.m. CST) to review the quarter’s financial results. All interested persons may listen to the call by dialing 612-332-0819. The presentation also will be available via a simultaneous Web cast at www.deluxe.com. An audio replay of the call will be available through midnight on February 3 by calling 320-365-3844 (access code 766039); both audio and slides will be available on Deluxe’s Web site.

About Deluxe
Deluxe Corporation, through its industry-leading businesses and brands, helps financial institutions and small businesses better manage, promote, and grow their businesses. The Company uses direct marketing, distributors, and a North American sales force to provide a wide range of customized products and services: personalized printed items (checks, forms, business cards, stationery, greeting cards, labels, and shipping/packaging supplies), promotional products and merchandising materials, fraud prevention services, and customer retention programs. The Company also sells personalized checks and accessories directly to consumers. For more information about Deluxe, visit www.deluxe.com.

Forward-Looking Statements
Statements made in this release concerning the Company’s or management’s intentions, expectations, or predictions about future results or events are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current expectations or beliefs, and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: the inherent unreliability of earnings, revenue and cash flow predictions due to numerous factors, many of which are beyond the Company’s control; developments in the demand for the Company’s products and services; relationships with the Company’s major customers and suppliers; unanticipated delays, costs and expenses inherent in the development and marketing of new products and services; risks and uncertainties associated with the successful integration of the New England Business Service acquisition; the impact of governmental laws and regulations; and competitive factors. The Company’s cash dividends are declared by the board of directors on a current basis, and therefore may be subject to change. Our forward-looking statements speak only as of the time made, and we assume no obligation to publicly update any such statements. Additional information concerning these and other factors that could cause actual results and events to differ materially from the Company’s current expectations are contained in the Company’s Form 10-Q for the quarter ended September 30, 2004.

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Financial Highlights

DELUXE CORPORATION
STATEMENTS OF INCOME
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)

Fourth Quarter
2004

Fourth Quarter
2003


Revenue
    $ 476.9       $ 300.5    
  Cost of goods sold       164.7    34.5 %   103.4    34.4 %


Gross Profit       312.2    65.5 %   197.1    65.6 %
   Selling, general and administrative expense       227.3    47.7 %   123.7    41.2 %
   Asset impairment and net disposition (gains)    
   losses       (0.1 )       4.7    1.5 %


Operating Income       85.0    17.8 %   68.7    22.9 %
Other (expense) income       (0.2 )       0.2      


Earnings Before Interest and Taxes       84.8    17.8 %   68.9    22.9 %
   Interest expense       (13.6 )  (2.8 %)   (5.0 )  (1.6 %)
   Interest income       0.6    0.1 %   0.1      


Income Before Income Taxes       71.8    15.1 %   64.0    21.3 %
   Provision for income taxes       24.6    5.2 %   24.6    8.2 %


Income From Continuing Operations       47.2    9.9 %   39.4    13.1 %
   Discontinued operations       (0.4 )  (0.1 %)        


Net Income     $ 46.8    9.8 % $ 39.4    13.1 %


Weighted Average    
   Diluted Shares Outstanding       50,655,158         51,167,974  
Basic Earnings per Share:    
  Continuing operations       $0.94         $0.78  
  Net income       $0.93         $0.78  
Diluted Earnings per Share:    
   Continuing operations       $0.93         $0.77
   Net income       $0.92         $0.77
Capital Expenditures       $17.6         $6.4
Depreciation and Amortization Expense       $31.2         $15.9
EBITDA*       $116.0         $84.8
Number of Employees       8,955      5,805

*   EBITDA is not a measure of financial performance under generally accepted accounting principles (GAAP). We disclose EBITDA because it can be used to analyze profitability between companies and industries by eliminating the effects of financing (i.e., interest) and capital investments (i.e., depreciation and amortization). We continually evaluate EBITDA, as we believe that an increasing EBITDA depicts increased ability to attract financing and increases the valuation of our business. We do not consider EBITDA to be a substitute for performance measures calculated in accordance with GAAP. Instead, we believe that EBITDA is a useful performance measure which should be considered in addition to those measures reported in accordance with GAAP. EBITDA is derived from net income as follows:

Fourth Quarter
2004
2003
Net income     $ 46.8   $ 39.4  
Discontinued operations    0.4      
Provision for income taxes    24.6    24.6  
Interest expense, net    13.0    4.9  
Depreciation and amortization    31.2    15.9  


   EBITDA   $ 116.0   $ 84.8  




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DELUXE CORPORATION
STATEMENTS OF INCOME
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)

Total Year 2004
Total Year 2003

Revenue
    $ 1,567.0       $ 1,242.1    
  Cost of goods sold       535.9    34.2 %   425.9    34.3 %


Gross Profit       1,031.1    65.8 %   816.2    65.7 %
   Selling, general and administrative expense       683.2    43.6 %   492.5    39.6 %
   Asset impairment and net disposition losses               4.8    0.4 %


Operating Income       347.9    22.2 %   318.9    25.7 %
   Other income (expense)       0.5         (0.6 )  (0.1 %)


Earnings Before Interest and Taxes       348.4    22.2 %   318.3    25.6 %
   Interest expense       (32.9 )  (2.1 %)   (19.2 )  (1.5 %)
   Interest income       1.4    0.1 %   0.3      


Income Before Income Taxes       316.9    20.2 %   299.4    24.1 %
   Provision for income taxes       118.3    7.5 %   106.9    8.6 %


Income From Continuing Operations       198.6    12.7 %   192.5    15.5 %
   Discontinued operations       (0.6 )  (0.1 %)        


Net Income     $ 198.0    12.6 % $ 192.5    15.5 %


Weighted Average    
   Diluted Shares Outstanding       50,549,001         55,227,612
Basic Earnings per Share:    
   Continuing operations       $3.96         $3.53  
   Net income     $3.95         $3.53  
Diluted Earnings per Share:    
   Continuing operations     $3.93         $3.49  
   Net income       $3.92         $3.49  
Capital Expenditures       $43.8         $22.0  
Depreciation and Amortization Expense       $93.9         $60.1  
EBITDA*       $442.3         $378.4  
Number of Employees       8,955         5,805  

*   EBITDA is not a measure of financial performance under generally accepted accounting principles (GAAP). We disclose EBITDA because it can be used to analyze profitability between companies and industries by eliminating the effects of financing (i.e., interest) and capital investments (i.e., depreciation and amortization). We continually evaluate EBITDA, as we believe that an increasing EBITDA depicts increased ability to attract financing and increases the valuation of our business. We do not consider EBITDA to be a substitute for performance measures calculated in accordance with GAAP. Instead, we believe that EBITDA is a useful performance measure which should be considered in addition to those measures reported in accordance with GAAP. EBITDA is derived from net income as follows:

Total Year
2004
2003
Net income     $ 198.0   $ 192.5  
Discontinued operations    0.6      
Provision for income taxes    118.3    106.9  
Interest expense, net    31.5    18.9  
Depreciation and amortization    93.9    60.1  


   EBITDA   $ 442.3   $ 378.4  





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DELUXE CORPORATION
CONDENSED BALANCE SHEETS
(DOLLARS IN MILLIONS)
(Unaudited)

December 31, 2004
December 31, 2003
Cash and cash equivalents     $ 15.5   $ 3.0  
Other current assets       224.9     76.0  
Property, plant & equipment – net       166.5     123.6  
Intangibles – net       375.0     78.2  
Goodwill       532.9     82.2  
Other non-current assets       217.8     200.0  


     Total assets     $ 1,532.6   $ 563.0  


 
Short-term debt & current portion of    
  long-term debt     $ 290.4   $ 214.3  
Other current liabilities       287.3     173.6  
Long-term debt       953.8     380.6  
Deferred income taxes       113.8     42.7  
Other non-current liabilities       65.8     49.9  
Shareholders’ deficit       (178.5 )   (298.1 )


     Total liabilities and shareholders’    
        deficit     $ 1,532.6   $ 563.0  


 
  Shares outstanding       50,265,695     50,173,067  

CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS)
(Unaudited)

Total Year 2004
Total Year 2003
Cash provided by (used by):            
     Operating activities     $ 307.6   $ 181.5  
     Investing activities:    
         Payments for acquisition, net of cash acquired       (624.9 )    
         Purchases of capital assets       (43.8 )   (22.0 )
         Other       (2.2 )   (2.9 )


            Total investing activities       (670.9 )   (24.9 )


     Financing activities:    
         Shares repurchased       (26.6 )   (507.1 )
         Dividends       (74.3 )   (80.5 )
         Shares issued under employee plans       18.9     23.9  
         Net change in debt       452.0     285.2  


            Total financing activities       370.0     (278.5 )


     Effect of exchange rate change on cash       1.2      
     Cash provided by discontinued operations       4.6      


Net increase (decrease) in cash       12.5     (121.9 )
Cash and cash equivalents:   Beginning of period       3.0     124.9  


End of period

    $ 15.5   $ 3.0  


Free cash flow*     $ 189.5   $ 79.0  



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*   Free cash flow is not a measure of financial performance under generally accepted accounting principles (GAAP). We monitor free cash flow on an on-going basis, as it measures the amount of cash generated from our operating performance after investment initiatives and the payment of dividends. It represents the amount of cash available for interest payments, debt service, general corporate purposes and strategic initiatives. We do not consider free cash flow to be a substitute for performance measures calculated in accordance with GAAP. Instead, we believe that free cash flow is a useful liquidity measure which should be considered in addition to those measures reported in accordance with GAAP. Free cash flow is derived from net cash provided by operating activities as follows:

Total Year
2004
2003
Net cash provided by operating activities     $ 307.6   $ 181.5  
Purchases of capital assets    (43.8 )  (22.0 )
Cash dividends paid to shareholders    (74.3 )  (80.5 )


     Free cash flow   $ 189.5   $ 79.0  




DELUXE CORPORATION
SEGMENT INFORMATION
(DOLLARS IN MILLIONS)
(Unaudited)

  Fourth Quarter
2004

Fourth Quarter
2003

Revenue:            
  Small Business Services     $ 257.3   $ 62.3  
  Financial Services      151.3    165.6  
  Direct Checks      68.3    72.6  


     Total     $ 476.9   $ 300.5  


 
Operating income:    
  Small Business Services     $ 38.1   $ 21.1  
  Financial Services      24.2    27.0  
  Direct Checks      22.7    20.6  


     Total     $ 85.0   $ 68.7  


 
 
  Total Year
2004

Total Year
2003

Revenue:    
  Small Business Services     $ 616.3   $ 238.6  
  Financial Services      665.4    699.2  
  Direct Checks      285.3    304.3  


     Total     $ 1,567.0   $ 1,242.1  


 
Operating income:    
  Small Business Services     $ 101.9   $ 74.1  
  Financial Services      160.0    146.7  
  Direct Checks      86.0    98.1  


     Total     $ 347.9   $ 318.9  



The segment information reported here was calculated utilizing the methodology outlined in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2003, with one exception. No corporate expenses have been allocated to the NEBS segment, as NEBS’ operations have not yet been integrated into our corporate functions.



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