þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
23.1 | Consent of Plante & Moran, PLLC | |
99.1 | Annual Report of The Lorain National Bank 401(k) Plan for the plan year ended December 31, 2010. |
SIGNATURES | ||||||||
EX-23.1 | ||||||||
EX-99.1 |
The Lorain National Bank 401(k) Plan |
||||
By: | The Lorain National Bank, as | |||
Trustee/Administrator | ||||
Date: June 23, 2011 | By: | /s/ Gary J. Elek | ||
Gary J. Elek | ||||
Chief Financial Officer | ||||
Contents | ||||
Report Letter
|
1 | |||
Statement of Net Assets Available for Plan Benefits
|
2 | |||
Statement of Changes in Net Assets Available for Plan Benefits
|
3 | |||
Notes to Financial Statements
|
4-11 | |||
Schedule of Assets Held at End of Year
|
Schedule 1 | |||
Schedule of Reportable Transactions
|
Schedule 2 |
Plante & Moran, PLLC Suite 600 65 E. State St. Columbus, OH 43215 Tel: 614.849.3000 Fax: 614.221.3535 plantemoran.com |
1
/s/ Plante & Moran, PLLC | ||||
2
December 31 | ||||||||
2010 | 2009 | |||||||
Assets |
||||||||
Cash |
$ | 15,232 | $ | 15,888 | ||||
Investments At fair value (Notes 3, 5, and 7): |
||||||||
Nonparticipant-directed Common stock LNB Bancorp, Inc. |
2,013,814 | 1,505,138 | ||||||
Participant-directed: |
||||||||
Short-term cash investments |
178,276 | 180,783 | ||||||
Common collective trust funds |
5,479,559 | 4,407,987 | ||||||
Total investments |
7,671,649 | 6,093,908 | ||||||
Participant notes receivable |
284,868 | 221,363 | ||||||
Total assets |
7,971,749 | 6,331,159 | ||||||
Liabilities Other expense payable |
(1,010 | ) | (711 | ) | ||||
Net Assets Available for Plan Benefits at Fair Value |
7,970,739 | 6,330,448 | ||||||
Adjustment from Fair Value to Contract Value for Interest in Common Collective Trust Funds Relating to Fully Benefit-responsive Investment Contracts |
(9,720 | ) | (4,482 | ) | ||||
Net Assets Available for Plan Benefits |
$ | 7,961,019 | $ | 6,325,966 | ||||
3
Year Ended December 31 | ||||||||
2010 | 2009 | |||||||
Additions |
||||||||
Investment income: |
||||||||
Dividends |
$ | 14,887 | $ | 85,790 | ||||
Net appreciation in fair value of investments (Note 3) |
896,145 | 417,604 | ||||||
Total investment income |
911,032 | 503,394 | ||||||
Contributions: |
||||||||
Employer |
374,142 | 367,379 | ||||||
Participants |
716,589 | 705,717 | ||||||
Participant rollovers |
16,965 | 10,790 | ||||||
Total contributions |
1,107,696 | 1,083,886 | ||||||
Interest from participant notes receivable |
12,338 | 9,677 | ||||||
Total additions |
2,031,066 | 1,596,957 | ||||||
Deductions |
||||||||
Distributions to participants |
(395,003 | ) | (560,386 | ) | ||||
Other expense |
(1,010 | ) | (711 | ) | ||||
Total deductions |
(396,013 | ) | (561,097 | ) | ||||
Net Increase in Net Assets Available for
Plan Benefits |
1,635,053 | 1,035,860 | ||||||
Net
Assets Available for Plan Benefits Beginning of year |
6,325,966 | 5,290,106 | ||||||
Net
Assets Available for Plan Benefits End of year |
$ | 7,961,019 | $ | 6,325,966 | ||||
4
The following is a general description of The Lorain National Bank 401(k) Plan (the Plan). Participants should refer to the plan agreement for a more complete description of the Plans provisions. | ||
General The Plan is a defined contribution plan sponsored by The Lorain National Bank (the Bank), a wholly owned subsidiary of LNB Bancorp, Inc. (the Bancorp or the Corporation), covering substantially all employees of the Bank and related Bancorp affiliates for which the Bank acts as common paymaster. An employee is eligible to participate in the Plan after the attainment of age 19 and completion of 90 days of service, as defined in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||
Under the terms of the Plan, the Investment and Trust Services Division of the Bank acts as trustee for the Plan and, as such, provides oversight for a trust fund, which includes all of the Plans assets. | ||
Contributions The Plan allows participants to make pretax contributions up to the maximum dollar limits set by the IRS. Based on the number of hours worked or paid, certain participants in the Plan are eligible to receive employer contributions. Each year the employer will make a safe harbor matching contribution to the Plan equal to 3.0 percent of the employees annual compensation regardless of the employees participation in the Plan. | ||
Employee contributions are invested according to participant investment elections for pretax contributions. If an employee has not made investment elections, the employee contributions will be invested in the State Street Global Advisors Moderate Strategic Balanced SL Fund (Growth & Income Asset Allocation Fund). Employer contributions are not participant-directed and are invested in LNB Bancorp, Inc. common stock. | ||
To receive an employer contribution, a participant must be eligible to participate in the plan. A participants account also receives the employer contribution for the year in which the participant retires, becomes disabled, or dies. |
5
\
Participant Accounts Each participants account is credited with the participants contribution, the Banks contribution, and an allocation of plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. | ||
Forfeitures At December 31, 2010 and 2009, there were no outstanding forfeited nonvested accounts. Forfeitures are used to reduce future employer contributions. | ||
Vesting Participants are immediately vested in their voluntary contribution and the employers contribution for the current plan year plus any earnings accrued thereon. | ||
Payment of Benefits Upon termination of service, the vested amount of the Banks contributions and earnings thereon is paid at the election of the participant in cash. Participants can elect to receive the vested portion of their account in a single lump-sum cash payment or in substantially equal installments over a period of not more than the assumed life expectancy of the participant and the participants beneficiary. | ||
Withdrawals Aside from normal retirement distributions, in-service withdrawals relative to the pre-2000 after-tax savings and company match may be withdrawn at any time. In accordance with plan provisions, pretax savings may also be withdrawn for reasons of extreme financial hardship as defined under federal law. An employee can make only one withdrawal in any 12-month period, relative to the Stock Purchase Plan provision of pre-2000 after-tax dollars and employer match. | ||
Participant Notes Receivable Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. The notes receivable are secured by the balance in the participants account and are charged a rate of interest commensurate with local prevailing rates as determined by the plan administrator. Principal and interest are paid ratably through biweekly payroll deductions. | ||
Party-in-interest Transactions The Plan invests in employer stock as well as certain investment funds managed by the custodian or its affiliates. Reliance Trust Company is the custodian of the Plan and State Street Global Advisors is the fund manager and therefore, these transactions qualify as party-in-interest transactions as defined under ERISA guidelines. | ||
Termination Although the Bank has not expressed the intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA and its related regulations. In the event of a plan termination, participants will become 100 percent vested in their accounts. |
6
Investment Valuation and Income Recognition The Plans investments are stated at fair value, except for a common collective trust fund that invests in benefit-responsive investment contracts (commonly referred to as a stable value fund), which is valued at contract value. Contract value represents investments at cost plus accrued interest income less amounts withdrawn to pay benefits. The fair value of the stable value common collective trust fund is based on discounting the related cash flows of the underlying guaranteed investment contracts based on current yields of similar instruments with comparable durations. Investments in other common collective trust funds are based on the fair market values of the underlying assets. The interest-bearing cash is valued at outstanding balances, which approximate fair value. All other investments are valued based on quoted market prices. See Note 7 for additional information. | ||
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. | ||
Participant Notes Receivable Participant notes receivable are recorded at their unpaid principal balances plus any accrued interest. | ||
Benefit Payments Benefits are recorded when paid. | ||
Administrative Expenses The administrative expenses of the Plan are paid by the Bank. | ||
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. | ||
Risks and Uncertainties The Plan provides for various investment options including any combination of common collective trust funds, LNB Bancorp, Inc. common stock, and other investment securities. The underlying investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits and participants individual account balances. |
7
Concentration of Credit Risk At December 31, 2010 and 2009, approximately 25 percent and 24 percent, respectively, of the Plans assets were invested in LNB Bancorp, Inc. common stock. | ||
New Accounting Pronouncement During 2010, the Plan adopted the provisions of a new accounting standard which requires that defined contribution plans classify participant loans as notes receivable from participants rather than as investments as was previously required. This standard was adopted retroactively and, as a result, the December 31, 2009 participant loans have been reclassified from investments to participant notes receivable and the 2009 interest income has been reclassified from investment income to interest from participant notes receivable. The adoption of this standard had no impact on the Plans net assets or changes in net assets. |
The following table presents the fair value of investments that represented 5 percent or more of the Plans assets at December 31, 2010 and 2009: |
2010 | 2009 | |||||||
Common stock LNB Bancorp, Inc. - 405,194 and 349,220
common shares in 2010 and 2009, respectively** |
$ | 2,013,814 | $ | 1,505,138 | ||||
Common collective trust funds: |
||||||||
State Street Global Advisors Growth & Income
Fund #110 |
1,416,362 | 1,256,817 | ||||||
State Street Global Advisors S&P Mid-Cap Stock
Fund #500 |
847,837 | 627,477 | ||||||
State Street
Global Advisors S&P 500 Stock Fund
Fund #400 |
449,821 | 368,396 |
8
During the years ended December 31, 2010 and 2009, the Plans investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows: |
2010 | 2009 | |||||||
Common stock LNB Bancorp, Inc.** |
$ | 233,554 | $ | (364,399 | ) | |||
Common collective trust funds |
662,591 | 782,003 | ||||||
Total |
$ | 896,145 | $ | 417,604 | ||||
** | Nonparticipant-directed |
The Internal Revenue Service issued its latest determination letter on January 27, 2003, which stated that the Plan and underlying trust, as designed, qualify under the applicable provisions of the Internal Revenue Code. In the opinion of the plan administrator, the Plan and its underlying trust have operated within the terms of the Plan and remain qualified under the applicable provisions of the Internal Revenue Code. |
9
The following is a summary of transactions in common stock of LNB Bancorp, Inc., 100 percent owner of the Bank, during the years ended December 31, 2010 and 2009: |
Number | ||||||||
of Shares | Fair Value | |||||||
Balance at December 31, 2008 |
294,532 | 1,546,297 | ||||||
Purchases |
69,587 | 404,171 | ||||||
Sales |
(14,899 | ) | (80,931 | ) | ||||
Net depreciation |
| (364,399 | ) | |||||
Balance at December 31, 2009 |
349,220 | $ | 1,505,138 | |||||
Purchases |
82,399 | 398,065 | ||||||
Sales |
(26,425 | ) | (122,943 | ) | ||||
Net appreciation |
| 233,554 | ||||||
Balance at December 31, 2010 |
405,194 | $ | 2,013,814 | |||||
The following is a summary of the assets available for distribution to participants as of December 31, 2010 and 2009: |
2010 | 2009 | |||||||
Assets payable to terminated participants |
$ | 1,150,732 | $ | 946,301 | ||||
Assets available for continuing participants |
6,810,287 | 5,379,665 | ||||||
Total |
$ | 7,961,019 | $ | 6,325,966 | ||||
10
Accounting standards require certain assets be reported at fair value in the financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. | ||
Level 1 In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Plan has the ability to access. | ||
Level 2 Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. | ||
Level 3 Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on managements own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. | ||
In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plans assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset. | ||
The Plan also holds other assets not measured at fair value on a recurring basis, including cash, participant notes receivable, and other receivables. The fair value of these assets approximates the carrying amounts in the accompanying financial statements due to either the short maturity of the instruments or the use of interest rates that approximate market rates for instruments of similar maturity. | ||
The following tables represent the balances of the Plans financial assets that were measured at fair value on a recurring basis as of December 31, 2010 and 2009: |
11
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | Balance at | |||||||||||||
Identical | Observable | Unobservable | December 31, | |||||||||||||
Assets (Level 1) | Inputs (Level 2) | Inputs (Level 3) | 2010 | |||||||||||||
Common stock LNB Bancorp, Inc. |
$ | 2,013,814 | $ | | $ | | $ | 2,013,814 | ||||||||
Short-term cash investments |
| 178,276 | | 178,276 | ||||||||||||
Common collective trust funds |
||||||||||||||||
Bond Funds (1) |
| 303,754 | | 303,754 | ||||||||||||
Index Equity Funds (2) |
| 2,522,375 | | 2,522,375 | ||||||||||||
Growth and Income Funds (2) |
| 1,874,754 | | 1,874,754 | ||||||||||||
International Fund (2) |
| 265,454 | | 265,454 | ||||||||||||
Balanced Asset Fund (3) |
| 81,299 | | 81,299 | ||||||||||||
Real Estate Fund (4) |
| 82,600 | | 82,600 | ||||||||||||
Stable Value Fund (5) |
| 349,323 | | 349,323 | ||||||||||||
Total |
$ | 2,013,814 | $ | 5,657,835 | $ | | $ | 7,671,649 | ||||||||
12
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | Balance at | |||||||||||||
Identical | Observable | Unobservable | December 31, | |||||||||||||
Assets (Level 1) | Inputs (Level 2) | Inputs (Level 3) | 2009 | |||||||||||||
Common stock LNB Bancorp, Inc. |
$ | 1,505,138 | $ | | $ | | $ | 1,505,138 | ||||||||
Short-term cash investments |
| 180,783 | | 180,783 | ||||||||||||
Common collective trust funds |
||||||||||||||||
Bond Funds (1) |
| 228,262 | | 228,262 | ||||||||||||
Index Equity Funds (2) |
| 1,948,513 | | 1,948,513 | ||||||||||||
Growth and Income Funds (2) |
| 1,633,035 | | 1,633,035 | ||||||||||||
International Fund (2) |
| 206,912 | | 206,912 | ||||||||||||
Balanced Asset Fund (3) |
| 46,225 | | 46,225 | ||||||||||||
Real Estate Fund (4) |
| 61,008 | | 61,008 | ||||||||||||
Stable Value Fund (5) |
| 284,032 | | 284,032 | ||||||||||||
Total |
$ | 1,505,138 | $ | 4,588,770 | $ | | $ | 6,093,908 | ||||||||
(1) | This category represents investments in actively managed common collective trust funds that invest primarily in bonds which may include corporate bonds, government bonds or municipal bonds. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. | |
(2) | This category represents investments in actively managed common collective trust funds that invest primarily in equity securities which may include common stocks, options and futures. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. | |
(3) | This category represents investments in actively managed common collective trust funds with investments in both equity and debt securities. The investments may include common stock, corporate bonds, U.S. and non-U.S. municipal securities, interest rate swaps, options and futures. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. | |
(4) | This category represents investments in actively managed common collective trust funds with investments in real estate. The investments may include actual real estate property or real estate investment trusts. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. | |
(5) | This category represents investments in an actively managed common collective trust fund that invests primarily in investment contracts, a variety of fixed income investments that may include corporate bonds, both U.S. and non-U.S. municipal securities and wrapper contracts. Investments are valued at the fair value per share multiplied by the number of shares held as of the measurement date. |
13
The investment income on Form 5500 for the year ended December 31, 2009 is higher by $2,368 due to a common collective trust fund being recorded at contract value on the financial statements and at fair value on Form 5500 at December 31, 2008. |
14
(c) | ||||||||||||
(a)(b) | Description of Investment, Including | (e) | ||||||||||
Identity of Issuer, Borrower, | Maturity Date, Rate of Interest, | (d) | Current | |||||||||
Lessor, or Similar Party | Collateral, Par, or Maturity Value | Cost | Value | |||||||||
LNB Bancorp, Inc.* | Common stock - 405,194 shares |
$ | 2,095,346 | $ | 2,013,814 | |||||||
State Street Global Advisors* | Short Term Investment Fund #200 |
** | 178,276 | |||||||||
Participants | Participant notes receivable,
bearing interest at 4.25% to 9.25% |
** | 284,868 | |||||||||
Common collective trust funds: |
||||||||||||
State Street Global Advisors* | Aggregate Bond Index Fund #310 |
** | 126,888 | |||||||||
State Street Global Advisors* | Growth Fund #120 |
** | 365,655 | |||||||||
State Street Global Advisors* | Growth & Income Fund #110 |
** | 1,416,362 | |||||||||
State Street Global Advisors* | Income Plus Fund #100 |
** | 92,738 | |||||||||
State Street Global Advisors* | International Stock Fund #600 |
** | 265,454 | |||||||||
State Street Global Advisors* | Long Treasury Index Fund #300 |
** | 176,522 | |||||||||
State Street Global Advisors* | NASDAQ 100 Stock Fund #520 |
** | 288,158 | |||||||||
State Street Global Advisors* | Russell 2000 Stock Fund #510 |
** | 382,531 | |||||||||
State Street Global Advisors* | S&P 500 Stock Fund #400 |
** | 449,821 | |||||||||
State Street Global Advisors* | S&P Growth Stock Fund #420 |
** | 286,732 | |||||||||
State Street Global Advisors* | S&P Mid-Cap Stock Fund #500 |
** | 847,837 | |||||||||
State Street Global Advisors* | S&P Value Stock Fund #410 |
** | 267,295 | |||||||||
State Street Global Advisors* | Stable Value Fund #210 |
** | 349,323 | |||||||||
State Street Global Advisors* | Govt Short Bond |
** | 344 | |||||||||
State Street Global Advisors* | Target Retire 2015 |
** | 43,349 | |||||||||
State Street Global Advisors* | Target Retire 2025 |
** | 23,789 | |||||||||
State Street Global Advisors* | Target Retire 2035 |
** | 6,584 | |||||||||
State Street Global Advisors* | Target Retire 2045 |
** | 7,577 | |||||||||
State Street Global Advisors* | US REIT Index Fund #530 |
** | 82,600 | |||||||||
Total investments |
$ | 7,956,517 | ||||||||||
* | Party-in-interest | |
** | Cost information not required |
Page 1
(f) | (h) | |||||||||||||||||||||||||||||||
(b) | Expense | Current Value | (i) | |||||||||||||||||||||||||||||
Description of Asset (Including | (c) | (d) | (e) | Incurred | (g) | of Asset on | Realized | |||||||||||||||||||||||||
Interest Rate and Maturity | Purchase | Selling | Lease | with | Cost of | Transaction | Net Gain | |||||||||||||||||||||||||
in Case of a Loan) | Price | Price | Rental | Transaction | Asset | Date | (Loss) | |||||||||||||||||||||||||
A series of transactions
(Category (iii)) that,
in the aggregate, amount
to more than 5 percent
of the beginning value
of plan assets: |
||||||||||||||||||||||||||||||||
LNB Bancorp, Inc.* |
LNB Bancorp, Inc. common stock: | |||||||||||||||||||||||||||||||
Purchases (37) |
$ | 398,065 | $ | | $ | | $ | | $ | 398,065 | $ | 398,065 | $ | | ||||||||||||||||||
Sales (60) |
| $ | 122,943 | $ | | $ | | $ | 137,172 | $ | 122,943 | $ | (14,229 | ) |
* | Party-in-interest |
Page 1
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