0001437749-13-005248.txt : 20130503 0001437749-13-005248.hdr.sgml : 20130503 20130503103727 ACCESSION NUMBER: 0001437749-13-005248 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130503 DATE AS OF CHANGE: 20130503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREW INDUSTRIES INC CENTRAL INDEX KEY: 0000763744 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133250533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13646 FILM NUMBER: 13810823 BUSINESS ADDRESS: STREET 1: 200 MAMARONECK AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9144289098 MAIL ADDRESS: STREET 1: 200 MAMARONECK AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 8-K 1 dw20130503_8k.htm FORM 8-K dw20130503_8k.htm

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): May 3, 2013

 

 

 

DREW INDUSTRIES INCORPORATED

 


(Exact name of registrant as specified in its charter)

 

 

Delaware  0-13646    13-3250533
(State or other jurisdiction  (Commission File Number)  (I.R.S. Employer
of incorporation) Identification No.)

       

200 Mamaroneck Avenue, White Plains, New York  

 10601

 

 

(Address of principal executive offices)

     (Zip Code)

 

 

Registrant's telephone number, including area code: 

  (914) 428-9098

 

 

  


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 (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(b) 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

 

Item 7.01

Regulation FD Disclosure

 

The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, "Regulation FD Disclosure." Such information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities 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.

 

On May 3, 2013, Drew Industries Incorporated issued a press release setting forth Drew Industries Incorporated's first quarter 2013 financial results. A copy of Drew Industries Incorporated's press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibits

 

99.1     Press Release dated May 3, 2013

 

 

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

 

 

 

DREW INDUSTRIES INCORPORATED

 

(Registrant)

       
By: /s/ Joseph S. Giordano III   
    Joseph S. Giordano III  
    Chief Financial Officer and Treasurer  

 

 

Dated: May 3, 2013

 

2

EX-99 2 dw20130503_8kex99-1.htm EXHIBIT 99.1 dw20130503_8kex99-1.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

Contact: Fred Zinn, President and CEO

Phone: Fax: (914) 428-4581

E Mail: Drew@drewindustries.com

 

  

  

DREW INDUSTRIES REPORTS FIRST QUARTER 2013 RESULTS

 

White Plains, New York – May 3, 2013 – Drew Industries Incorporated (NYSE: DW), a leading supplier of components for recreational vehicles (RVs) and manufactured homes, today reported record net sales of $253 million for the quarter ended March 31, 2013, on which Drew earned net income of $8.4 million, or $0.36 per diluted share, net of an after-tax charge of $0.7 million related to executive succession and corporate relocation. Excluding this charge, net income would have been $9.1 million, or $0.39 per diluted share.

 

“Our operating profit margin was below the first quarter of 2012 due to production inefficiencies and costs incurred as a result of our significant growth and expansion over the past year; however, profit margins improved sequentially in the 2013 first quarter,” said Fred Zinn, Drew’s President and CEO. “Our operating profit margin for the first quarter of 2013 was 5.8 percent before executive succession charges, compared to 4.1 percent in the 2012 fourth quarter. This sequential margin gain was less than originally projected, primarily due to higher material costs, substantial fixed costs invested in customer service and in anticipation of further sales growth, and seasonally higher payroll taxes.”

 

“In the first quarter of 2013, our labor efficiencies continued to improve, with labor costs as a percent of sales declining more than 1 percent compared to the fourth quarter of 2012,” added Jason Lippert, CEO of Drew’s subsidiaries, Lippert Components and Kinro. “We are also implementing additional efficiency improvements. As we previously reported, we expected the cost of implementing facility consolidations, realigning production, and improving production processes to continue in the first quarter of 2013, although to a lesser degree than in the 2012 fourth quarter, and this was the case. These costs are expected to decline further in the second quarter of 2013. We remain confident in our ability to achieve further profit improvement, particularly during the second half of 2013, as these costs return to more normal levels, and as the bottom-line impact of the efficiency improvements gains momentum.”

 

Net sales in the first quarter of 2013 increased to $253 million, 13 percent higher than the same period last year, despite a temporary slowdown in RV industry-wide production levels in late March 2013. The increase in Drew’s first quarter net sales was a result of a 15 percent sales increase by Drew’s RV Segment, which accounted for 89 percent of consolidated net sales this quarter. RV Segment sales growth was primarily due to a 10 percent increase in industry-wide wholesale shipments of travel trailer and fifth-wheel RVs, Drew’s primary RV market. Sales of recently introduced components for towable RVs, as well as motorhome components, also increased, as did sales to adjacent industries and the aftermarket.

 

In April 2013, RV industry-wide production levels improved following the slowdown in late March, and Drew’s consolidated net sales reached a monthly record $100 million, 20 percent higher than in April 2012. This increase was primarily a result of continued solid growth in the Company’s RV Segment. Drew estimates that industry-wide wholesale shipments of travel trailer and fifth-wheel RVs increased about 15 percent in April 2013 compared to April 2012. Drew also estimates that April 2013 industry-wide production of manufactured homes increased 5 to 10 percent compared to April 2012.

 

 

 
Page 1 of 8

 

 

Exhibit 99.1

 

The Company’s content per travel trailer and fifth-wheel RV increased 11 percent from the year-earlier period as a result of recent product introductions, product improvements and market share gains. The Company’s content per manufactured home declined 3 percent from the year-earlier period, primarily due to the timing of orders from certain customers, as well as a reduction in the average size of homes produced by the industry. The change in content per unit is a measure of the change in Drew’s overall market share across its existing product lines.

 

Following an 8 percent increase in retail demand for towable RVs for the full year 2012, retail demand increased an estimated 10 percent in the first quarter of 2013. In anticipation of the traditionally stronger Spring and Summer selling seasons, RV dealers across the United States and Canada have increased their inventory levels over the past six months; however, most industry analysts report that dealer inventories of towable RVs are in-line with anticipated strong retail demand. Future RV industry-wide production levels will depend on the strength of retail sales, which are sensitive to economic conditions.

 

“In response to the substantial increase in sales over the past year, we added significant resources, including personnel and facilities, to expand and improve production capacity and efficiencies,” said Jason Lippert. “The improvements to our efficiencies are taking longer than we would like, but we are continuing to realize the benefits of resource planning and production improvement initiatives, as well as the investments we have made to expand capacity. In addition, to prepare for long-term growth, we aggressively added resources in excess of current needs, which impacted our current operating results. Now that we are in the peak seasonal period, we are better able to evaluate our human resource requirements, and are making adjustments.”

 

“The increased demand for our products over the past several years is a real testament to the importance we place on providing superior products and service to our customers,” added Jason Lippert. “In addition to increasing our production capacity, we have invested in resources to improve our engineering, quality control, research and development, and customer service capabilities. While these investments have impacted our results in the short-term, we are confident that over the long-term they will benefit our customers so that they see the value in continuing to rely upon us. Because of the substantial increase in demand for our products over the last year, our attention and resources were laser-focused on servicing our customers. Now, we are increasing our focus on additional areas, such as purchasing, automation and human resources, where we believe savings can be realized.”

 

“As previously announced, Fred Zinn will retire as President and CEO in May. Jason Lippert will become Drew’s CEO, and Scott Mereness will become Drew’s President,” said Leigh Abrams, Chairman of Drew’s Board of Directors. “This executive succession transition has been going very smoothly, and we are confident that Jason and his team are well prepared to lead Drew for many years to come.”

 

As a result of the Company’s executive succession and corporate relocation, the Company recorded a pre-tax charge of $1.1 million in the first quarter of 2013 related to contractual obligations for severance and the acceleration of equity awards held by certain employees whose employment will terminate as a result of the relocation to Indiana. The Company will record an additional pre-tax charge of $0.7 million related to contractual obligations in the second quarter of 2013. No other related charges are expected thereafter. Once the transition and corporate office relocation are completed, the Company will save approximately $2 million annually.

 

“Our operating cash flow in the first quarter of 2013 was strong,” said Joe Giordano, Drew’s Chief Financial Officer and Treasurer. “Despite a $21 million seasonal increase in our working capital, we had no debt and $4 million of cash. We also have substantial available credit lines, and expect continued solid cash flow, which positions us to continue to take advantage of investment opportunities that can further improve our results.” 

 

 
Page 2 of 8

 

 

Exhibit 99.1 

  

Conference Call & Webcast

Drew will provide an online, real-time webcast of its first quarter 2013 earnings conference call on the Company’s website, www.drewindustries.com, on Friday, May 3, 2013 at 11:00 a.m. Eastern time. The call can also be accessed at www.companyboardroom.com.

 

Institutional investors can access the call via the password-protected site, StreetEvents (www.streetevents.com). A replay of the call will be available by telephone by dialing (888) 286-8010 and referencing access code 75898048. A replay of the webcast will also be available on Drew’s website.

 

About Drew

From 29 factories located throughout the United States, Drew, through its wholly-owned subsidiaries, Kinro and Lippert Components, supplies a full line of components for the leading manufacturers of recreational vehicles and manufactured homes. In addition, Drew manufactures components for adjacent industries including buses, trailers used to haul boats, livestock, equipment and other cargo, truck caps, modular housing and factory-built mobile office units. Drew’s products include steel chassis; vinyl and aluminum windows and screens; slide-out mechanisms and solutions; axles and suspension solutions; furniture and mattresses; thermoformed bath, kitchen and other products; manual, electric and hydraulic stabilizer and lifting systems; chassis components; entry, baggage, patio and ramp doors; entry steps; awnings; electronics; and other accessories. Additional information about Drew and its products can be found at www.drewindustries.com.


Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive position, growth opportunities for existing products, acquisitions, plans and objectives of management, markets for the Company’s Common Stock and other matters. Statements in this press release that are not historical facts are “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 27A of the Securities Act of 1933 (the “Securities Act”).

 

Forward-looking statements, including, without limitation, those relating to our future business prospects, net sales, expenses and income (loss), cash flow, and financial condition, whenever they occur in this press release are necessarily estimates reflecting the best judgment of our senior management at the time such statements were made, and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by forward-looking statements. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. You should consider forward-looking statements, therefore, in light of various important factors, including those set forth in this press release, and in our subsequent filings with the Securities and Exchange Commission (the “SEC”).

 

There are a number of factors, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those described in the forward-looking statements. These factors include, in addition to other matters described in this press release, pricing pressures due to domestic and foreign competition, costs and availability of raw materials (particularly steel, steel-based components and aluminum) and other components, availability of credit for financing the retail and wholesale purchase of products for which we sell our components, availability and costs of labor, inventory levels of retail dealers and manufacturers, levels of repossessed products for which we sell our components, changes in zoning regulations for manufactured homes, sales declines in the industries to which we sell our products, the financial condition of our customers, the financial condition of retail dealers of products for which we sell our components, retention and concentration of significant customers, the successful integration of acquisitions, realization of efficiency improvements, interest rates, oil and gasoline prices, and the successful implementation of management succession. In addition, international, national and regional economic conditions and consumer confidence affect the retail sale of products for which we sell our components.

 

###


 

 
Page 3 of 8

 

 

Exhibit 99.1 

 

DREW INDUSTRIES INCORPORATED

OPERATING RESULTS

(unaudited)

 

 

Three Months Ended

March 31,

 

Last Twelve

(In thousands, except per share amounts)

2013

2012

Months

                         

Net sales

  $ 252,586   $ 223,552   $ 930,157

Cost of sales

    204,995     178,729     758,730

Gross profit

    47,591     44,823     171,427

Selling, general and administrative expenses

    32,860     27,450     114,481

Executive succession

    1,143     -     2,599

Operating profit

    13,588     17,373     54,347

Interest expense, net

    118     74     374

Income before income taxes

    13,470     17,299     53,973

Provision for income taxes

    5,098     6,183     19,377

Net income

  $ 8,372   $ 11,116   $ 34,596
                         

Net income per common share:

                       

Basic

  $ 0.36   $ 0.50   $ 1.52

Diluted

  $ 0.36   $ 0.49   $ 1.50
                         

Weighted average common shares outstanding:

                       

Basic

    23,017     22,442     22,703

Diluted

    23,455     22,642     23,032
                         

Depreciation and amortization

  $ 6,552   $ 6,381   $ 25,836

Capital expenditures

  $ 8,938   $ 5,684   $ 35,280

  

 
Page 4 of 8

 

 

Exhibit 99.1

 

DREW INDUSTRIES INCORPORATED

SEGMENT RESULTS

(unaudited)

 

 

Three Months Ended

March 31,

 

Last Twelve

(In thousands)

2013

2012

Months

                         

Net sales:

                       

RV Segment:

                       

RV original equipment manufacturers:

                       

Travel trailers and fifth-wheels

  $ 186,416   $ 168,079   $ 677,298

Motorhomes

    9,466     5,952     33,710

RV aftermarket

    5,729     3,990     20,858

Adjacent industries

    22,392     17,534     77,507

Total RV Segment net sales

    224,003     195,555     809,373
                         

MH Segment:

                       

Manufactured housing original equipment manufacturers

    17,779     18,712     79,459

Manufactured housing aftermarket

    4,054     4,269     15,845

Adjacent industries

    6,750     5,016     25,480

Total MH Segment net sales

    28,583     27,997     120,784
                         

Total net sales

  $ 252,586   $ 223,552   $ 930,157
                         

Operating Profit:

                       

RV Segment

  $ 14,535   $ 16,781   $ 52,874

MH Segment

    2,726     3,131     12,930

Total segment operating profit

    17,261     19,912     65,804

Corporate

    (2,288 )     (2,308 )     (8,488 )

Executive succession

    (1,143 )     -     (2,599 )

Accretion related to contingent consideration

    (392 )     (481 )     (1,667 )

Other non-segment items

    150     250     1,297

Total operating profit

  $ 13,588   $ 17,373   $ 54,347

 

 
Page 5 of 8

 

 

Exhibit 99.1

 

DREW INDUSTRIES INCORPORATED

BALANCE SHEET INFORMATION

(unaudited)

 

 

 

March 31,

December 31,

(In thousands)

2013

2012

2012

                         

Current Assets

                       

Cash and cash equivalents

  $ 4,035   $ 3,541   $ 9,939

Accounts receivable, net

    54,249     57,535     21,846

Inventories

    110,207     88,630     97,367

Deferred taxes

    10,073     10,125     10,073

Prepaid expenses and other current assets

    9,882     5,570     14,798

Total current assets

    188,446     165,401     154,023

Fixed assets, net

    112,783     95,438     107,936

Goodwill

    21,177     21,050     21,177

Other intangible assets, net

    66,759     76,309     69,218

Deferred taxes

    14,993     14,496     14,993

Other assets

    7,412     7,570     6,521

Total assets

  $ 411,570   $ 380,264   $ 373,868
                         

Current liabilities

                       

Accounts payable, trade

  $ 40,256   $ 19,749   $ 21,725

Accrued expenses and other current liabilities

    49,326     48,036     48,055

Total current liabilities

    89,582     67,785     69,780

Other long-term liabilities

    21,122     21,574     19,843

Total liabilities

    110,704     89,359     89,623

Total stockholders' equity

    300,866     290,905     284,245

Total liabilities and stockholders' equity

  $ 411,570   $ 380,264   $ 373,868

 

 
Page 6 of 8

 

 

Exhibit 99.1

 

DREW INDUSTRIES INCORPORATED

SUMMARY OF CASH FLOWS

(unaudited)

 

 

Three Months Ended

March 31,

(In thousands)

2013

2012

                 

Cash flows from operating activities:

               

Net income

  $ 8,372   $ 11,116

Adjustments to reconcile net income to cash flows (used for) provided by operating activities:

               

Depreciation and amortization

    6,552     6,381

Stock-based compensation expense

    3,155     1,319

Other non-cash items

    509     461

Changes in assets and liabilities, net of acquisitions of businesses:

               

Accounts receivable, net

    (32,403 )     (34,915 )

Inventories

    (12,840 )     3,939

Prepaid expenses and other assets

    3,880     (510 )

Accounts payable

    18,531     4,007

Accrued expenses and other liabilities

    3,192     11,362

Net cash flows (used for) provided by operating activities

    (1,052 )     3,160
                 

Cash flows from investing activities:

               

Capital expenditures

    (8,938 )     (5,684 )

Acquisitions of businesses

    -     (1,164 )

Proceeds from sales of fixed assets

    31     44

Other investing activities

    (29 )     (19 )

Net cash flows used for investing activities

    (8,936 )     (6,823 )
                 

Cash flows from financing activities:

               

Exercise of stock options and deferred stock units

    4,959     974

Proceeds from line of credit borrowings

    96,333     37,702

Repayments under line of credit borrowings

    (96,333 )     (37,702 )

Payment of contingent consideration related to acquisitions

    (875 )     (354 )

Net cash flows provided by financing activities

    4,084     620
                 

Net decrease in cash

    (5,904 )     (3,043 )
                 

Cash and cash equivalents at beginning of period

    9,939     6,584

Cash and cash equivalents at end of period

  $ 4,035   $ 3,541

  

 
Page 7 of 8

 

 

Exhibit 99.1

 

DREW INDUSTRIES INCORPORATED

SUPPLEMENTARY INFORMATION

(unaudited)

 

   

Three Months Ended

March 31,

 

Last Twelve

 
   

2013

 

2012

 

Months

 

Industry Data(1) (in thousands of units):

             

Industry Wholesale Production:

             

Travel trailer and fifth-wheel RVs

 

66.7

 

60.4

 

249.2

 

Motorhome RVs

 

8.5

 

6.9

 

29.8

 

Manufactured homes

 

13.4

 (3)

12.8

 

55.5

 

Industry Retail Sales:

             

Travel trailer and fifth-wheel RVs

 

42.9

 (2)

39.1

 

226.7

 (2)

Impact on dealer inventories

 

23.8

 (2)

21.3

 

22.5

 (2)

               
               
   

Twelve Months Ended

March 31,

     
   

2013

 

2012

     

Drew Content Per Industry Unit Produced:

             

Travel trailer and fifth-wheel RV

 

$ 2,718

 

$ 2,452

     

Motorhome RV

 

$ 1,131

 

$ 692

     

Manufactured home

 

$ 1,431

 (3)

$ 1,480

     
               
               
   

March 31,

 

December 31,

 
   

2013

 

2012

 

2012

 

Balance Sheet Data:

             

Current ratio

 

                 2.1

 

                2.4

 

                  2.2

 

Total indebtedness to stockholders' equity

 

                    -

 

                    -

 

                      -

 

Days sales in accounts receivable

 

              19.7

 

              21.4

 

                14.3

 

Inventory turns, based on last twelve months

 

                7.9

 

                6.5

 

                  7.8

 
               
               
   

2013

         

Estimated Full Year Data:

             

Capital expenditures

 

$ 27 - $ 32 million

         

Depreciation and amortization

 

$ 25 - $ 27 million

         

Stock-based compensation expense

 

$ 9 - $ 10 million

         

Annual tax rate

 

37% - 38%

         
               

(1) Industry wholesale production data for travel trailer and fifth-wheel RVs and motorhome RVs provided by the Recreation Vehicle Industry Association. Industry wholesale production data for manufactured homes provided by the Institute for Building Technology and Safety. Industry retail sales data provided by Statistical Surveys, Inc.

(2) March retail sales data for RVs has not been published yet, therefore 2013 retail data for RVs includes an estimate for March 2013 retail units.

(3) March wholesale data for manufactured homes has not been published yet, therefore 2013 manufactured housing wholesale data includes an estimate for March 2013 wholesale units.

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