-----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, MZW2e1bCWaQyvvq+8W/5r1aRvjj5W6+T37DSL4f00fljuYA/gQd+JWNwwr1CPV3t zcShCpjrCfgHNtRS035duA== 0000950142-09-001945.txt : 20091209 0000950142-09-001945.hdr.sgml : 20091209 20091209083027 ACCESSION NUMBER: 0000950142-09-001945 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091209 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091209 DATE AS OF CHANGE: 20091209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOVADO GROUP INC CENTRAL INDEX KEY: 0000072573 STANDARD INDUSTRIAL CLASSIFICATION: WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS [3873] IRS NUMBER: 132595932 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16497 FILM NUMBER: 091229997 BUSINESS ADDRESS: STREET 1: 650 FROM ROAD STREET 2: SUITE 375 CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 201-267-8000 MAIL ADDRESS: STREET 1: 650 FROM ROAD STREET 2: SUITE 375 CITY: PARAMUS STATE: NJ ZIP: 07652 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN WATCH CORP DATE OF NAME CHANGE: 19930916 8-K 1 form8k_120909.htm CURRENT REPORT
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 9, 2009

 

MOVADO GROUP, INC.

(Exact name of registrant as specified in its charter)


NEW YORK

(State or other jurisdiction of incorporation)


1-16497


13-2595932

(Commission File Number)

(I.R.S. Employer Identification No.)


650 FROM ROAD , SUITE 375
PARAMUS, NEW JERSEY



07652-3556

(Address of principal executive offices)

(Zip Code)

 

(201) 267-8000

(Registrant’s telephone number, including area code)

 

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

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 2.02.          RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On December 9, 2009, Movado Group, Inc. issued a press release announcing its results for the third quarter ended October 31, 2009. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this item.

 

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

 

 

(d)

Exhibits.

 

 

 

 

Exhibit No.

Description

 

99.1

 

Press Release issued December 9, 2009.

 

 

 

 

 

 

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 9, 2009

 

MOVADO GROUP, INC.

 



By:



/s/ Timothy F. Michno

 

Name:
Title:

Timothy F. Michno
General Counsel

 

 

 

EX-99.1 2 ex99-1form8k_120909.htm

 

Exhibit 99.1


 

APPROVED BY:

Rick Coté

Executive Vice President and

Chief Operating Officer

201-267-8000

 

 

CONTACT:

Financial Dynamics

Leigh Parrish/Stephanie Rich

212-850-5600

 

 

 

 

FOR IMMEDIATE RELEASE

 

MOVADO GROUP, INC. ANNOUNCES THIRD QUARTER AND

NINE-MONTH RESULTS

~ Third Quarter Adjusted Diluted Earnings Per Share of $0.12 and Diluted Loss Per Share of
$0.85 on a GAAP Basis ~

~ Company’s GAAP Results Include Significant Non-Cash Tax Charges of $23 Million, or
$0.92 Per Diluted Share ~

 

Paramus, NJ – December 9, 2009 -- Movado Group, Inc. (NYSE: MOV), today announced third quarter and nine-month results for the period ended October 31, 2009. For the third quarter, adjusted diluted earnings per share were $0.12 compared to $0.53 in fiscal 2009 (see attached table for reconciliation of GAAP to non-GAAP measures). On a GAAP basis, diluted loss per share in the third quarter of fiscal 2010 was $0.85 and included a $23 million, or $0.92 per diluted share, non-cash tax charge and a $0.06 per diluted share charge for sales of excess discontinued product. This compares to diluted earnings per share of $0.62 in the prior year period, which included a $0.10 per diluted share charge related to the implementation of the Company’s expense reduction plan announced in August 2008.

Third Quarter Fiscal 2010

Net sales in the third quarter of fiscal 2010 were $129.0 million compared to $135.8 million in the same period last year. Net sales for the quarter included $8.4 million of sales of excess discontinued product.

Gross profit was $60.3 million, or 46.8% of sales, compared to $85.4 million, or 62.9% of sales, in the same period last year. The decline in gross profit as a percent of sales primarily reflects the impact of sales of excess discontinued product, a shift in the channel mix and product mix as well as the impact of currency fluctuations. Excluding the impact of the sale of excess discontinued product, gross profit as a percent of sales was 52.0%.

Operating expenses decreased $13.4 million, or 18.9%, to $57.4 million versus $70.8 million in the same period last year, primarily as a result of the Company’s cost reduction plan.

Operating profit was $2.9 million, which included the sale of excess discontinued product, compared to $14.6 million in the same period last year, which included a $3.4 million charge related to the implementation of the Company’s expense reduction plan announced in August 2008. Excluding the aforementioned items in the third quarter of fiscal 2010 and fiscal 2009, adjusted operating profit was $5.3 million compared to $18.0 million, respectively (see attached table for reconciliation of GAAP to non-GAAP measures).

 


 

In the third quarter of fiscal 2010, the Company recorded a non-cash tax charge of $23 million, or $0.92 per diluted share, which included a $20.8 million charge to record valuation allowances on the Company’s U.S. net deferred tax assets as well as a $2.2 million charge for taxes accrued on the future repatriation of foreign earnings.

Net loss in the quarter was $20.9 million compared to net income of $15.7 million in the same period last year. Adjusting for the aforementioned items recorded in fiscal 2010 and fiscal 2009, adjusted net income was $3.0 million in the third quarter of fiscal 2010 compared to adjusted net income of $13.4 million in the prior year period (see attached table for reconciliation of GAAP to non-GAAP measures).

Adjusted EBITDA was $9.9 million compared to $22.5 million in the same period last year (see attached table for reconciliation of GAAP to non-GAAP measures).

 

Nine-Month Results Fiscal 2010

Net sales for the nine-month period of fiscal 2010 were $286.2 million compared to $366.9 million in the same period last year. Net sales for the nine-month period of fiscal 2010 included $13.6 million of sales of excess discontinued product.

Gross profit was $147.7 million, or 51.6% of sales, compared to $232.9 million, or 63.5% of sales, last year. The decline in gross profit as a percent of sales primarily reflects the impact of sales of excess discontinued product, a shift in the channel mix and product mix as well as the impact of currency fluctuations.

Operating expenses decreased $50.5 million, or 24.6%, to $155.1 million versus $205.6 million last year, primarily as a result of the Company’s cost reduction plan.

Operating loss was $7.4 million, which included the sale of excess discontinued product compared to operating income of $27.4 million in the year-ago period, which included a $5.6 million charge related to the Company’s aforementioned expense reduction plan (see attached table for reconciliation of GAAP to non-GAAP measures).

Net loss was $31.1 million compared to net income of $25.1 million in the year-ago period. Adjusting for the aforementioned items recorded in fiscal 2010 and fiscal 2009, adjusted net loss was $5.3 million, or $0.22 per diluted share, compared to adjusted net income of $24.7 million, or $0.96 per diluted share (see attached table for reconciliation of GAAP to non-GAAP measures).

Adjusted EBITDA was $10.0 million compared to $46.6 million in the same period last year (see attached table for reconciliation of GAAP to non-GAAP measures).

 

Efraim Grinberg, President and Chief Executive Officer, stated, “We are very disappointed in our third quarter and year-to-date results. We experienced higher levels of destocking in the marketplace than originally anticipated as retailers continued to focus on very tight inventory control. Further, the unprecedented level of U.S. jewelry retailers closing their operations and liquidating inventory has had a significant impact on our business. However, the decisive actions we have taken since 2008 are continuing to help us navigate the challenges of the macroeconomic environment and protect our business. Sales of the Movado brand and our licensed brands at our retail customers remain strong and generally outpace our retail partners’ watch department sales.”

 


 

Rick Coté, Executive Vice President and Chief Operating Officer, stated, “We recognize that our margin performance for the quarter is well below expectations, which is primarily the result of a product and channel mix shift, inventory reductions and greater than expected currency impact due to unusual and unfavorable swings in the U.S. dollar. On a positive note, we have reduced expenses by 25% for the year-to-date period through the solid execution of our expense management program. We have also returned to positive cash flow in the quarter, increased our cash position to $50 million and reduced our outstanding debt to $25 million.”

 

Fiscal 2010 Guidance  

The Company has revised its guidance for fiscal 2010 and now estimates fiscal 2010 net loss per share to range from approximately $1.40 per fully diluted share to $1.50 per fully diluted share on a GAAP basis, including a $0.94 non-cash tax charge; an $0.08 charge for the sale of excess discontinued product; and a $0.03 charge for debt financing. This guidance is predicated on a revised sales outlook taking into consideration the higher than anticipated level of inventory destocking and industry liquidation sales related to retailers going out of business, resulting in an expected 20% sales decline for the year. The Company’s revised guidance assumes no new unusual charges for the fourth quarter of fiscal 2010.

 

The Company’s management will host a conference call today, December 9th at 10:00 a.m. Eastern Time. A live broadcast of the call will be available on the Company’s website: www.movadogroup.com. This call will be archived online within one hour of the completion of the conference call.

 

Movado Group, Inc. designs, sources, and distributes Movado, Ebel, Concord, ESQ, Coach, Tommy Hilfiger, HUGO BOSS, Juicy Couture and Lacoste watches worldwide, and operates Movado boutiques and company stores in the United States.

 

In this release, the Company presents certain adjusted financial measures that are not calculated according to generally accepted accounting principles in the United States (“GAAP”). These non-GAAP financial measures are designed to complement the GAAP financial information presented in this release and management believes they present information regarding the Company that is useful to investors. The non-GAAP financial measures presented should not be considered in isolation from or as a substitute for the comparable GAAP financial measure.

 

The Company is presenting adjusted operating income, which is operating income excluding severance related expense and sales of excess discontinued product, and adjusted net income, which is net income excluding severance related expenses, sales of excess discontinued product, refinancing related expenses and non-cash tax charges because the Company believes that it is useful to investors to eliminate the effect of these unusual items in order to improve the comparability of the Company’s results for the periods presented. The Company is presenting adjusted EBITDA, which is adjusted net income excluding interest, taxes, depreciation and amortization because the Company believes that adjusted EBITDA is a useful performance measure for assessing the performance of the Company’s ongoing operating activities, as it reflects the Company’s earnings trends without the impact of certain non-cash charges and is frequently used by investors and other interested parties in the evaluation of companies in our industry.

 

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to identify these forward-looking statements using words such as “expects,” “anticipates,” “believes,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” “estimates,” “may,” “will,” “should” and similar expressions. Similarly, statements in this press release that describe the Company's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the Company's actual results, performance or achievements and

 


levels of future dividends to differ materially from those expressed in, or implied by, these statements. These risks and uncertainties may include, but are not limited to: actual or perceived weakness in the U.S. and global economy and fluctuations in consumer spending and disposable income, the Company’s ability to successfully implement the new Movado brand strategy, the ability of the new Movado brand strategy to improve the Company’s net sales, profitability and other results of operations, the Company’s ability to successfully introduce and sell new products, the Company's ability to successfully integrate the operations of newly acquired and/or licensed brands without disruption to its other business activities, changes in consumer demand for the Company’s products, risks relating to the fashion and retail industry, import restrictions, competition, seasonality, the ability of the Company’s U.S. operations to generate sufficient income to use accumulated tax losses, commodity price and exchange rate fluctuations, changes in local or global economic conditions, and the other factors discussed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. These statements reflect the Company's current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated with the passage of time.

 

(Tables to follow)

 


MOVADO GROUP, INC.

Consolidated Statements of Income

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

October 31,

 

Nine Months Ended

October 31,

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

128,966

 

 

$

135,846

 

 

$

286,242

 

 

$

366,888

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

68,618

 

 

 

50,405

 

 

 

138,544

 

 

 

133,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

60,348

 

 

 

85,441

 

 

 

147,698

 

 

 

232,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

57,409

 

 

 

70,821

 

 

 

155,098

 

 

 

205,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) / income

 

 

2,939

 

 

 

14,620

 

 

 

(7,400

)

 

 

27,373

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(1,080

)

 

 

(691)

 

 

 

(3,797

)

 

 

(2,191

)

Interest income

 

 

16

 

 

 

413

 

 

 

87

 

 

 

1,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) / income before income taxes
   and noncontrolling interests

 

 

1,875

 

 

 

14,342

 

 

 

(11,110)

 

 

 

27,075

 

Provision for / (benefit from) income taxes

 

 

22,519

 

 

 

(1,434

)

 

 

19,725

 

 

 

1,802

 

Net income attributed to noncontrolling interests

 

 

226

 

 

 

47

 

 

 

232

 

 

 

159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) / income attributed to Movado Group, Inc.

 

$

(20,870

)

 

$

15,729

 

 

$

(31,067

)

 

$

25,114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) / income per diluted share

 

$

(0.85

)

 

$

0.62

 

 

$

(1.27

)

 

$

0.97

 

Weighted diluted average shares outstanding

 

 

24,558

 

 

 

25,225

 

 

 

24,509

 

 

 

25,792

 

 

 


MOVADO GROUP, INC.

Reconciliation tables

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

October 31,

 

Nine Months Ended

October 31,

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) / income (GAAP)

 

$

2,939

 

 

$

14,620

 

 

$

(7,400

)

 

$

27,373

 

Sales of excess discontinued inventory (1)

 

 

2,376

 

 

 

 

 

 

3,089

 

 

 

 

Severance related expenses (2)

 

 

 

 

 

3,393

 

 

 

 

 

 

5,585

 

Adjusted operating (loss) / income
(non-GAAP)

 

 

5,315

 

 

 

18,013

 

 

 

(4,311

)

 

 

32,958

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

4,576

 

 

 

4,518

 

 

 

14,346

 

 

 

13,615

 

Adjusted EBITDA (non-GAAP)

 

$

9,891

 

 

$

22,531

 

 

$

10,035

 

 

$

46,573

 

 

 

 

 

Three Months Ended

October 31,

 

Nine Months Ended

October 31,

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) / income (GAAP)

 

$

(20,870

)

 

$

15,729

 

 

$

(31,067

)

 

$

25,114

 

Sales of excess discontinued inventory (1)

 

 

1,485

 

 

 

 

 

 

1,931

 

 

 

 

Severance related expenses (2)

 

 

 

 

 

2,579

 

 

 

 

 

 

4,245

 

Refinancing expenses and fees (3)

 

 

 

 

 

 

 

 

839

 

 

 

 

Tax adjustments (4)

 

 

22,950

 

 

 

(3,740

)

 

 

22,950

 

 

 

(3,740

)

Representative tax rate (5)

 

 

(560

)

 

 

(1,136

)

 

 

40

 

 

 

(956

)

Adjusted net (loss) / income (non-GAAP)

 

$

3,005

 

 

$

13,432

 

 

$

(5,307

)

 

$

24,663

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net (loss) / income per share
   (non-GAAP)

 

$

0.12

 

 

$

0.53

 

 

$

(0.22

)

 

$

0.96

 

Weighted diluted average shares outstanding

 

 

24,946

 

 

 

25,225

 

 

 

24,509

 

 

 

25,792

 

 

 

(1)

Losses associated with sales of excess discontinued inventory.

 

 

(2)

Charges related to the implementation of the Company's expense reduction plans.

 

 

(3)

Expenses and fees associated with the refinancing and repayment of the Company's former credit and note agreements which included a non-cash pre-tax charge of $0.2 million related to the accelerated recognition of deferred financing costs and a pre-tax charge of $1.1 million for fees due to the former lenders. Both charges were recorded in Interest Expense on the Consolidated Statements of Income.

 

 

(4)

Actual taxes in the current period primarily reflect a non-cash $20.8 million charge to record valuation allowances on the Company's U.S. deferred tax assets and liabilities and a non-cash $2.2 million charge for taxes accrued on the future repatriation of foreign earnings. Actual taxes in the prior period primarily reflect utilization of the acquired Ebel net operating loss tax carryforward.

 

 

(5)

To present financials at a representative 24% effective tax rate for all periods presented.

 

 


MOVADO GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

 

 

 

October 31,

2009

 

January 31,

2009

 

October 31,

2008

 

ASSETS

 

 

 

Cash and cash equivalents

 

$

49,478

 

 

$

86,621

 

 

$

85,077

 

Trade receivables, net

 

 

105,469

 

 

 

76,710

 

 

 

118,464

 

Inventories, net

 

 

228,766

 

 

 

228,884

 

 

 

236,734

 

Other current assets

 

 

35,711

 

 

 

47,863

 

 

 

42,245

 

Total current assets

 

 

419,424

 

 

 

440,078

 

 

 

482,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

58,142

 

 

 

66,749

 

 

 

71,359

 

Deferred income taxes

 

 

10,014

 

 

 

23,449

 

 

 

17,753

 

Other non-current assets

 

 

28,648

 

 

 

33,714

 

 

 

34,761

 

Total assets

 

$

516,228

 

 

$

563,990

 

 

$

606,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan payable to banks

 

$

 

 

$

40,000

 

 

$

 

Current portion of long-term debt

 

 

 

 

 

25,000

 

 

 

10,000

 

Accounts payable

 

 

17,373

 

 

 

20,794

 

 

 

33,146

 

Accrued liabilities

 

 

43,760

 

 

 

47,686

 

 

 

50,010

 

Deferred and current income taxes payable

 

 

484

 

 

 

430

 

 

 

392

 

Total current liabilities

 

 

61,617

 

 

 

133,910

 

 

 

93,548

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

24,910

 

 

 

 

 

 

59,324

 

Deferred and non-current income taxes payable

 

 

6,116

 

 

 

6,856

 

 

 

6,706

 

Other non-current liabilities

 

 

20,763

 

 

 

22,459

 

 

 

21,279

 

Noncontrolling interests

 

 

1,970

 

 

 

1,506

 

 

 

1,560

 

Shareholders' equity

 

 

400,852

 

 

 

399,259

 

 

 

423,976

 

Total liabilities and equity

 

$

516,228

 

 

$

563,990

 

 

$

606,393

 

 

 

 

 

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