0001104659-13-060707.txt : 20130807 0001104659-13-060707.hdr.sgml : 20130807 20130807085623 ACCESSION NUMBER: 0001104659-13-060707 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130807 DATE AS OF CHANGE: 20130807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SKYWEST INC CENTRAL INDEX KEY: 0000793733 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 870292166 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14719 FILM NUMBER: 131015887 BUSINESS ADDRESS: STREET 1: 444 S RIVER RD CITY: ST GEORGE STATE: UT ZIP: 84790 BUSINESS PHONE: 8016343000 MAIL ADDRESS: STREET 1: 444 SOUTH RIVER ROAD CITY: ST GEORGE STATE: UT ZIP: 84790 8-K 1 a13-18145_18k.htm 8-K

 

 

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):  August 7, 2013

 

SKYWEST, INC.

(Exact name of registrant as specified in its charter)

 

Utah

 

0-14719

 

87-0292166

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

Identification No.)

 

444 South River Road
St. George, Utah

 

84790

(Address of principal executive offices)

 

(Zip Code)

 

(435) 634-3000

(Registrant’s telephone number, including area code)

 

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))

 

 

 



 

ITEM 2.02—RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On August 7, 2013, SkyWest, Inc. (“SkyWest”) issued a press release announcing its financial results for the three and six months ended June 30, 2013.  The full text of SkyWest’s press release, together with related unaudited financial and operating highlights, is furnished herewith as Exhibit 99.1.

 

The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

 

The following is filed as an exhibit to this report:

 

Exhibit
Number

 

Title of Document

 

Location

99.1

 

Press release dated August 7, 2013

 

Attached

 

SIGNATURES

 

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

 

 

SKYWEST, INC.

 

 

 

 

Date: August 7, 2013

By

/s/ Eric J. Woodward

 

 

 

Eric J. Woodward, Chief Accounting Officer

 

2


EX-99.1 2 a13-18145_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

NEWS RELEASE

 

For Further Information Contact:

Michael J. Kraupp

Chief Financial Officer and Treasurer

Telephone:  (435) 634-3212

Fax:  (435) 634-3205

 

FOR IMMEDIATE RELEASE:               August 7, 2013

 

SKYWEST, INC. ANNOUNCES SECOND QUARTER AND YTD 2013 RESULTS

 

St. George, Utah—SkyWest, Inc. (“SkyWest”) (NASDAQ: SKYW)  today reported net income of $20.7 million, or $0.39 per diluted share, for the quarter ended June 30, 2013, compared to net income  of  $17.0 million, or $0.33 per diluted share, for the same period last year.

 

SkyWest also reported net income of $24.0 million, or $0.46 per diluted share, for the six months ended June 30, 2013, compared to $16.3 million, or $0.32 per diluted share, for the same period last year.

 

Quarter Highlights

 

SkyWest experienced improved financial results for the quarter ended June 30, 2013 compared to its financial results for the quarter ended June 30, 2012.  SkyWest generated additional block hour production and corresponding operating revenues (after giving effect to reduced fuel and certain engine overhaul pass through revenues) as a result of increased utilization and  increasing the size of its aircraft fleet between June 30, 2013 and June 30, 2012.  Following are selected highlights from SkyWest’s quarter ended June 30, 2013, compared to the quarter ended June 30, 2012:

 

·                  Increased pretax income 17.8% to $33.7 million, compared to $28.6 million

·                  Increased fully-diluted EPS 18.2% to $0.39, compared to $0.33

·                  Increased block hour production 6.1% to 609,711 block hours, compared to 574,884 block hours

·                  Recorded approximately $28.2 million in additional revenues (net of fuel and certain engine overhaul pass through revenues), primarily related to increased block hour production

·                  Increased total aircraft fleet to 760 aircraft as of June 30, 2013, compared to 725 aircraft as of June 30, 2012

 

Commenting on the results, Jerry C. Atkin, SkyWest’s Chairman and CEO, said “We are pleased with the progress we continue to make in producing improved operational and financial performance as compared to the same period last year.”  He continued, “We will remain focused

 



 

on our profit improvement objectives while continuing to deal with the ever-present challenges in the airline industry.”

 

Financial and Operating Results

 

Operating revenues totaled $839.1 million for the quarter ended June 30, 2013, compared to $937.2 million for the same period last year or a decrease of $98.1 million.  The decrease was due primarily to the reduction of $117.9 million of fuel and certain engine overhaul amounts which were directly reimbursed by SkyWest’s major partners and recorded as operating revenues.  However, this reduction was partially offset by recording approximately $28.2 million in additional operating revenues primarily resulting from a 6.1% increase total block hours for the quarter ended June 30, 2013, compared to the quarter ended June 30, 2012.

 

Total airline expenses (consisting of total operating and interest expenses) decreased $103.7 million, or 11.4%, during the quarter ended June 30, 2013, compared to the same period in 2012.  However, after excluding pass-through costs for fuel and certain engine overhaul expenses, total airline expenses increased $14.2 million or only 1.9% which was less than the 6.1% increase in block hours produced.

 

Under certain of its agreements with its major partners, SkyWest recognizes revenue at fixed hourly rates for mature engine maintenance on regional jet engines and SkyWest recognizes engine maintenance expense on its CRJ200 regional jet engines on an as-incurred basis as maintenance expense.  During the quarter ended June 30, 2013, CRJ200 engine expense under these agreements decreased $3.2 million to $10.6 million compared to $13.8 million for the quarter ended June 30, 2012, as a result of decreased engine overhaul expense due to the timing of scheduled engine maintenance events.  SkyWest was reimbursed approximately $12.8 million and $10.2 million for engine overhaul expense, under its agreements, in each of the periods ended June 30, 2013 and 2012, respectively.

 

Liquidity

 

At June 30, 2013, SkyWest had $665.6 million in cash and marketable securities, compared to $709.4 million as of December 31, 2012.  The decrease in cash and marketable securities of $43.8 million was primarily the result of the payment of scheduled semi-annual lease and debt payments as well as making deposits on recent aircraft orders.  Cash and marketable securities increased $34.1 million during the quarter ended June 30, 2013 compared to the balance of $631.5 as of the quarter ended March 31, 2013.  SkyWest’s long-term debt was $1.38 billion as of June 30, 2013, compared to $1.47 billion as of December 31, 2012.  The decrease in long-term debt for the six-months ended June 30, 2013 was due primarily to SkyWest’s payment of normal recurring debt obligations.  SkyWest has significant long-term lease obligations that are recorded as operating leases and are not reflected as liabilities on SkyWest’s consolidated balance sheets.  At a 4.7% discount rate, the present value of these lease obligations was approximately $1.5 billion as of June 30, 2013.

 

Recent Business Developments

 

On May 21, 2013, SkyWest announced it had entered into a Capacity Purchase Agreement (“CPA”) with United Airlines, Inc. (“United”) to operate 40 new Embraer E175 dual-class

 



 

regional jet aircraft. The CPA is for 12 years and the aircraft will be operated by SkyWest’s wholly-owned subsidiary, SkyWest Airlines, Inc. (“SkyWest Airlines”). Deliveries for these aircraft are scheduled to begin in April 2014 and continue through August 2015.

 

Additionally, on May 21, 2013 SkyWest announced it reached an agreement with Embraer S.A. (“Embraer”) for the purchase of 100 new E175 dual-class regional jet aircraft, 40 of which are considered firm and 60 aircraft remain conditional upon SkyWest entering into capacity purchase agrements with other major airlines. SkyWest intends to place the 40 new aircraft into service under the terms of the United CPA discussed above.

 

On June 17, 2013, SkyWest and Embraer jointly announced an aircraft purchase agreement covering 100 E175-E2 dual-class regional jet aircraft and an option to purchase an additional 100 of the same aircraft.  Deliveries for these E2 aircraft are tentatively planned for 2020.

 

On August 2, 2012, SkyWest announced the award of 34 additional dual-class aircraft and the removal of 66 CRJ200 aircraft under its Delta Connection Agreements with Delta Airlines, Inc. (“Delta”) and by end of May 2013, all 34 of these dual-class aircraft had been delivered. As of June 30, 2013 SkyWest had removed 24 (22 placed in contract with another partner; other 2 removed from fleet) of the 66 CRJ200 aircraft and currently anticipates removing another 24 CRJ200 aircraft during the months of September 2013 through December 2013.  These 24 aircraft have been financed by Delta and will be returned to Delta with no further obligation by SkyWest.  SkyWest believes the remaining 18 aircraft will be removed at various times through 2014 and early 2015.

 

About SkyWest

 

SkyWest is the holding company for two scheduled passenger airline operations and an aircraft leasing company and is headquartered in St. George, Utah. SkyWest’s scheduled passenger airline operations consist of SkyWest Airlines also based in St. George, Utah and ExpressJet Airlines, Inc. (“ExpressJet Airlines”) based in Atlanta, Georgia.  SkyWest Airlines operates as United Express, Delta Connection, American Eagle and US Airways Express carriers under contractual agreements with United, Delta, American Airlines, Inc. (“American”) and US Airways, Inc. (“US Airways”).  SkyWest Airlines also operates flights for Alaska Airlines under a contractual agreement.  ExpressJet Airlines operates as United Express, Delta Connection, and American Eagle carriers under contractual agreements with United, Delta and American. System-wide, SkyWest serves markets in the United States, Canada, Mexico and the Caribbean with approximately 4,100 daily departures and a fleet of approximately 760 regional aircraft.  This press release and additional information regarding SkyWest can be accessed at www.skywest.com.

 



 

FORWARD-LOOKING STATEMENTS

 

In addition to historical information, this release contains forward-looking statements.  SkyWest may, from time to time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements encompass SkyWest’s beliefs, expectations, hopes or intentions regarding future events.  Words such as “forecasts”, “expects,” “intends,” “believes,” “anticipates,” “should,” “likely” and similar expressions identify forward-looking statements.  All forward-looking statements included in this release are made as of the date hereof and are based on information available to SkyWest as of such date.  SkyWest assumes no obligation to update any forward-looking statement.  Readers should note that many factors could affect the future operating and financial results of SkyWest, SkyWest Airlines or ExpressJet Airlines, and could cause actual results to vary materially from those expressed in forward-looking statements set forth in this release.  These factors include, but are not limited to, the prospects of entering into agreements with other carriers to fly the E-Jets, uncertainties regarding operation of the aircraft, the ability to obtain certain regularity approvals to operate the aircraft under our operating certificates and the ability to obtaining financing for the aircraft.

 

Actual operational and financial results of SkyWest, SkyWest Airlines and ExpressJet Airlines will also vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of other reasons, including, in addition to those identified above: the ability of ExpressJet Airlines to realize potential synergies and other anticipated financial impacts of the consolidation of its operations, the possibility that future financial and operating results of ExpressJet Airlines may not meet SkyWest’s forecasts and the timing of ongoing consolidation of the operations of ExpressJet Airlines, if achieved.  The challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel; ongoing negotiations between SkyWest, SkyWest Airlines and ExpressJet Airlines and their major partners regarding their contractual obligations; the financial stability of those major partners and any potential impact of their financial condition on the operations of  SkyWest, SkyWest Airlines, or ExpressJet Airlines; the resolution of current litigation with a major airline partner of SkyWest Airlines and ExpressJet Airlines; fluctuations in flight schedules, which are determined by the major partners for whom SkyWest’s operating airlines conduct flight operations; variations in market and economic conditions; labor relationships; the impact of global instability; rapidly fluctuating fuel costs; the degree and nature of competition; potential fuel shortages; the impact of weather-related or other natural disasters on air travel and airline costs; aircraft deliveries; and other unanticipated factors.  Risk factors, cautionary statements and other conditions which could cause SkyWest’s actual results to differ from management’s current expectations are contained in SkyWest’s filings with the Securities and Exchange Commission; including the section of SkyWest’s Annual Report on Form 10-K for the year ended December 31, 2012, entitled “Risk Factors.”

 

(more)

 



 

SKYWEST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars and Shares in Thousands, Except per Share Amounts)

(Unaudited)

 

 

 

Three Months Ended
 June 30,

 

Six Months Ended
 June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

OPERATING REVENUES:

 

 

 

 

 

 

 

 

 

Passenger

 

$

826,122

 

$

920,633

 

$

1,611,993

 

$

1,822,989

 

Ground handling and other

 

13,008

 

16,581

 

30,624

 

35,399

 

Total operating revenues

 

839,130

 

937,214

 

1,642,617

 

1,858,388

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

300,342

 

290,676

 

597,738

 

581,490

 

Aircraft maintenance, materials and repairs

 

171,528

 

167,150

 

338,684

 

346,786

 

Aircraft fuel

 

46,802

 

153,544

 

96,483

 

300,994

 

Aircraft rentals

 

81,814

 

83,944

 

164,402

 

168,846

 

Depreciation and amortization

 

61,174

 

64,182

 

122,174

 

128,497

 

Station rentals and landing fees

 

36,998

 

44,254

 

71,086

 

88,187

 

Ground handling services

 

33,117

 

29,615

 

67,694

 

64,930

 

Other

 

56,800

 

57,043

 

118,238

 

111,395

 

Total operating expenses

 

788,575

 

890,408

 

1,576,499

 

1,791,125

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

50,555

 

46,806

 

66,118

 

67,263

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest income

 

870

 

2,043

 

2,597

 

3,996

 

Interest expense

 

(17,526

)

(19,387

)

(35,491

)

(39,167

)

Other, net

 

(187

)

(815

)

5,852

 

(4,667

)

Total other (expense), net

 

(16,843

)

(18,159

)

(27,042

)

(39,838

)

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

33,712

 

28,647

 

39,076

 

27,425

 

PROVISION FOR INCOME TAXES

 

12,992

 

11,687

 

15,121

 

11,147

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

20,720

 

$

16,960

 

$

23,955

 

$

16,278

 

 

 

 

 

 

 

 

 

 

 

BASIC INCOME PER SHARE

 

$

0.40

 

$

0.33

 

$

0.46

 

$

0.32

 

DILUTED INCOME PER SHARE

 

$

0.39

 

$

0.33

 

$

0.46

 

$

0.32

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares:

 

 

 

 

 

 

 

 

 

Basic

 

51,881

 

50,944

 

51,822

 

50,912

 

Diluted

 

52,547

 

51,789

 

52,522

 

51,335

 

 

Unaudited Operating Highlights

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

Operating Highlights

 

2013

 

2012

 

% Change

 

2013

 

2012

 

% Change

 

Passengers carried

 

15,789,276

 

15,014,037

 

5.2

%

29,822,450

 

28,380,283

 

5.1

%

Revenue passenger miles (000)

 

8,274,906

 

7,689,573

 

7.6

%

15,519,541

 

14,628,486

 

6.1

%

Available seat miles (000)

 

10,065,109

 

9,344,407

 

7.7

%

19,259,418

 

18,347,889

 

5.0

%

Passenger load factor

 

82.2

%

82.3

%

(0.10

)pts

80.6

%

79.7

%

0.90

pts

Passenger breakeven load factor

 

79.0

%

79.9

%

(0.90

)pts

79.1

%

78.5

%

0.60

pts

Yield per revenue passenger mile

 

$

0.100

 

$

0.120

 

(16.7

)%

$

0.104

 

$

0.125

 

(16.8

)%

Revenue per available seat mile

 

$

0.083

 

$

0.100

 

(17.0

)%

$

0.085

 

$

0.101

 

(15.8

)%

Cost per available seat mile

 

$

0.080

 

$

0.097

 

(17.5

)%

$

0.084

 

$

0.100

 

(16.0

)%

Fuel cost per available seat mile

 

$

0.005

 

$

0.016

 

(68.8

)%

$

0.005

 

$

0.016

 

(68.8

)%

Average passenger trip length

 

524

 

512

 

2.3

%

520

 

515

 

1.0

%

Block hours

 

609,711

 

574,884

 

6.1

%

1,181,702

 

1,131,305

 

4.5

%

Departures

 

374,486

 

360,733

 

3.8

%

724,738

 

701,873

 

3.3

%

 


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