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):
March 8, 2012
Quiksilver, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-14229 (Commission File Number) |
33-0199426 (IRS Employer Identification Number) | ||
15202 Graham Street, Huntington Beach, CA (Address of principal executive offices) |
92649 (Zip Code) |
Registrants telephone number, including area code:
(714) 889-2200
(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 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.
The purpose of this Current Report on Form 8-K is to furnish the press release issued by Quiksilver, Inc. on March 8, 2012, announcing its financial results for the quarter ended January 31, 2012. The press release is attached hereto as Exhibit 99.1.
In addition to Quiksilvers GAAP financial information, the press release furnished with this report as Exhibit 99.1 reports pro forma loss and pro forma loss per share from continuing operations, which are considered non-GAAP financial measures, each excluding net after-tax severance charges. Quiksilver believes that this non-GAAP information provides consistency and comparability with its past financial reports. Quiksilver has chosen to provide this information because it believes it provides useful information to investors enabling them to perform additional analyses of past, present and future operating performance and as a supplemental means to evaluate Quiksilvers operations. The press release also reports pro forma adjusted EBITDA, which is also considered a non-GAAP financial measure that Quiksilver believes provides useful information to investors for the same reasons stated above, as well as those set forth in the press release with respect to adjusted EBITDA. The non-GAAP information should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from non-GAAP or other pro forma measures used by other companies.
The information in this Form 8-K and Exhibit shall not be deemed filed for purposes of Section 18 of Securities Exchange 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith:
Exhibit No. |
Exhibit Title or Description | |
99.1 | Press Release dated March 8, 2012, issued by Quiksilver, Inc. |
2
SIGNATURES
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 hereunto duly authorized.
Dated: March 8, 2012 | Quiksilver, Inc. (Registrant) | |||||
By: | /s/ Joseph Scirocco | |||||
Joseph Scirocco | ||||||
Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit No. |
Exhibit Title or Description | |
99.1 | Press Release, dated March 8, 2012, issued by Quiksilver, Inc. |
4
Exhibit 99.1
Company Contact: | Bruce Thomas | |
Vice President, Investor Relations | ||
Quiksilver, Inc. | ||
+1 (714) 889-2200 |
Quiksilver, Inc. Reports First Quarter Fiscal 2012 Financial Results
| Revenues of $450 million grew 6% compared to Q1 last year |
| Company earned pro-forma Adjusted EBITDA of $19.5 million for the quarter |
Huntington Beach, California, March 8, 2012Quiksilver, Inc. (NYSE:ZQK) today announced operating results for the first fiscal quarter ended January 31, 2012. Revenues grew 5% to $449.6 million as compared to $426.5 million in the first quarter of fiscal 2011 and grew 6% in constant currency. The company earned pro-forma Adjusted EBITDA of $19.5 million in the quarter compared to $28.2 million in the first quarter of fiscal 2011. The net loss was $22.6 million, or $0.14 per share, while the pro-forma loss, which excludes $1.9 million of net after-tax severance charges, was $20.7 million or $0.13 per share. A reconciliation of GAAP results to pro-forma results is provided in the accompanying tables.
Robert B. McKnight, Jr., Chairman of the Board, Chief Executive Officer and President of Quiksilver, Inc., commented, Were very pleased with our solid first quarter results. Our top line growth was driven by continued strong retail performance with positive comparable store sales in all three regions. Weve known for some time that the first half of fiscal 2012 would present some challenges to our business given the higher sourcing costs we began to encounter in the second half of 2011. But despite these pressures, demand for our products remains strong in both established and emerging markets. Were also making good progress on the long-term growth initiatives in which weve invested. In addition, weve identified significant opportunities for cost reductions through further globalization of our operations. All things considered, we remain well positioned to deliver both revenue growth and profit expansion in fiscal 2012, the first year of our 5-year plan to increase annual revenues by 50% to $3 billion and to double our annual EBITDA to $400 million.
Net revenues in the Americas increased 6% during the first quarter of fiscal 2012 to $205.4 million from $193.8 million in the first quarter of fiscal 2011. In constant currency, European segment net revenues increased 4% in the first quarter of fiscal 2012 compared to the prior year. As measured in U.S. dollars and reported in the financial statements, European net revenues increased 2% to $168.9 million from $165.2 million in the first quarter of fiscal 2011. In constant currency, Asia/Pacific segment net revenues increased 8% in the first quarter of fiscal 2012 compared to the prior year. As measured in U.S. dollars and reported in the financial statements, Asia/Pacific net revenues increased 11% to $74.6 million as compared to $67.0 million in the first quarter of fiscal 2011. Please refer to the accompanying tables in order to better understand the impact of foreign currency exchange rates on revenue trends in the European and Asia/Pacific segments.
Q1 Highlights
| The companys revenues grew in all three of its geographic regions for the first time since Q2 of fiscal 2008. |
| First quarter same store sales in Quiksilvers company-owned retail business grew 11% in the Americas region, 9% in Europe and 3% in the Asia Pacific region. |
| Consumers shopped Quiksilvers on-line web sites in record numbers as the companys first quarter E-Commerce revenues more than doubled in comparison to the first quarter of fiscal 2011. |
Quiksilver, Inc. Reports First Quarter Fiscal 2012 Financial Results
March 8, 2012
Page 2 of 8
| Quiksilver opened its first Mountain Boardriders store in Chamonix, France. The new shop in the heart of the French Alps offers a diverse line of products representing each of the companys brands including a complete wintersports clothing collection, snowboards and boots, accessories, eyewear, watches, and in-season casuals. The store will also carry a collection for active summer outdoor sports at this Alpine destination. |
| Four-time World Champion and Quiksilver team rider and brand ambassador Stephanie Gilmore kicked-off the Womens ASP (Association of Surfing Professionals) 2012 season in style by winning the Roxy Pro Gold Coast at Snapper Rocks in Queensland, Australia. |
| DC added two of the largest names in skateboarding to the DC Pro Skate Team in January when they signed Battle at the Berrics winner Mike Mo Capaldi and two-time Street League champion and 2011 X Games XVII gold medalist Nyjah Huston. |
About Quiksilver:
Quiksilver, Inc. (NYSE:ZQK) is the worlds leading outdoor sports lifestyle company, which designs, produces and distributes a diversified mix of branded apparel, footwear, accessories, snowboards and related products. The companys apparel and footwear brands represent a casual lifestyle for young-minded people that connect with its boardriding culture and heritage.
The reputation of Quiksilvers brands is based on outdoor action sports. The companys Quiksilver, Roxy, DC, Lib Tech and Hawk brands are synonymous with the heritage and culture of surfing, skateboarding and snowboarding.
The companys products are sold in over 90 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders Club shops and other company-owned retail stores, other specialty stores, select department stores and over the internet. Quiksilvers corporate and Americas headquarters are in Huntington Beach, California, while its European headquarters are in St. Jean de Luz, France, and its Asia/Pacific headquarters are in Torquay, Australia.
Forward looking statements:
This press release contains forward-looking statements including but not limited to statements regarding the companys revenue, profit and EBITDA expectations and plans, new growth initiatives and other future activities. These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. Please refer to Quiksilvers SEC filings for more information on the risk factors that could cause actual results to differ materially from expectations, specifically the sections titled Risk Factors and Forward-Looking Statements in Quiksilvers Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
* * * * *
NOTE: For further information about Quiksilver, Inc., you are invited to take a look at our world at
www.quiksilver.com, www.roxy.com, www.dcshoes.com, www.lib-tech.com and www.hawkclothing.com.
Quiksilver, Inc. Reports First Quarter Fiscal 2012 Financial Results
March 8, 2012
Page 3 of 8
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended January 31, |
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In thousands, except per share amounts | 2012 | 2011 | ||||||
Revenues, net |
$ | 449,621 | $ | 426,450 | ||||
Cost of goods sold |
221,671 | 202,980 | ||||||
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Gross profit |
227,950 | 223,470 | ||||||
Selling, general and administrative expense |
230,415 | 210,436 | ||||||
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Operating (loss) income |
(2,465 | ) | 13,034 | |||||
Interest expense |
15,045 | 28,968 | ||||||
Foreign currency gain |
(1,850 | ) | (2,109 | ) | ||||
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Loss before provision for income taxes |
(15,660 | ) | (13,825 | ) | ||||
Provision for income taxes |
5,250 | 1,251 | ||||||
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Net loss |
(20,910 | ) | (15,076 | ) | ||||
Less: net income attributable to non-controlling interest |
(1,695 | ) | (1,192 | ) | ||||
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Net loss attributable to Quiksilver, Inc. |
$ | (22,605 | ) | $ | (16,268 | ) | ||
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Net loss per share attributable to Quiksilver, Inc. |
$ | (0.14 | ) | $ | (0.10 | ) | ||
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Net loss per share attributable to Quiksilver, Inc., assuming dilution |
$ | (0.14 | ) | $ | (0.10 | ) | ||
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Weighted average common shares outstanding |
163,363 | 161,614 | ||||||
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Weighted average common shares outstanding, assuming dilution |
163,363 | 161,614 | ||||||
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Quiksilver, Inc. Reports First Quarter Fiscal 2012 Financial Results
March 8, 2012
Page 4 of 8
CONSOLIDATED BALANCE SHEETS (Unaudited)
In thousands | January 31, 2012 |
January 31, 2011 |
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ASSETS | ||||||||
Current assets: |
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Cash and cash equivalents |
$ | 94,435 | $ | 177,192 | ||||
Trade accounts receivable, less allowance for doubtful accounts of $44,126 (2012) and $44,558 (2011) |
321,785 | 287,458 | ||||||
Other receivables |
23,226 | 35,404 | ||||||
Inventories |
412,291 | 309,561 | ||||||
Deferred income taxes short-term |
23,844 | 40,110 | ||||||
Prepaid expenses and other current assets |
33,602 | 27,550 | ||||||
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Total current assets |
909,183 | 877,275 | ||||||
Fixed assets, net |
235,537 | 217,929 | ||||||
Intangibles, net |
137,364 | 139,958 | ||||||
Goodwill |
267,131 | 330,266 | ||||||
Other assets |
58,981 | 50,479 | ||||||
Deferred income taxes long-term |
108,469 | 81,510 | ||||||
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Total assets |
$ | 1,716,665 | $ | 1,697,417 | ||||
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LIABILITIES & EQUITY | ||||||||
Current liabilities: |
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Lines of credit |
$ | 6,267 | $ | 15,540 | ||||
Accounts payable |
225,439 | 211,148 | ||||||
Accrued liabilities |
109,182 | 109,172 | ||||||
Current portion of long-term debt |
4,444 | 5,594 | ||||||
Income taxes payable |
14,553 | 719 | ||||||
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Total current liabilities |
359,885 | 342,173 | ||||||
Long-term debt |
729,234 | 697,043 | ||||||
Other long-term liabilities |
36,350 | 56,524 | ||||||
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Total liabilities |
1,125,469 | 1,095,740 | ||||||
Equity: |
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Common stock |
1,683 | 1,675 | ||||||
Additional paid-in capital |
539,387 | 518,347 | ||||||
Treasury stock |
(6,778 | ) | (6,778 | ) | ||||
Accumulated deficit |
(55,170 | ) | (27,575 | ) | ||||
Accumulated other comprehensive income |
96,367 | 105,747 | ||||||
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Total Quiksilver, Inc. stockholders equity |
575,489 | 591,416 | ||||||
Non-controlling interest |
15,707 | 10,261 | ||||||
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Total equity |
591,196 | 601,677 | ||||||
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Total liabilities & equity |
$ | 1,716,665 | $ | 1,697,417 | ||||
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Quiksilver, Inc. Reports First Quarter Fiscal 2012 Financial Results
March 8, 2012
Page 5 of 8
Information related to operating segments is as follows (unaudited):
Three Months Ended January 31, |
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In thousands | 2012 | 2011 | ||||||
Revenues, net: |
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Americas |
$ | 205,408 | $ | 193,790 | ||||
Europe |
168,874 | 165,199 | ||||||
Asia/Pacific |
74,593 | 67,001 | ||||||
Corporate operations |
746 | 460 | ||||||
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$ | 449,621 | $ | 426,450 | |||||
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Gross Profit: |
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Americas |
$ | 87,928 | $ | 89,466 | ||||
Europe |
101,772 | 97,300 | ||||||
Asia/Pacific |
38,140 | 36,633 | ||||||
Corporate operations |
110 | 71 | ||||||
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$ | 227,950 | $ | 223,470 | |||||
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SG&A Expense: |
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Americas |
$ | 89,481 | $ | 82,994 | ||||
Europe |
86,096 | 80,417 | ||||||
Asia/Pacific |
37,239 | 34,830 | ||||||
Corporate operations |
17,599 | 12,195 | ||||||
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$ | 230,415 | $ | 210,436 | |||||
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Operating (Loss) Income: |
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Americas |
$ | (1,553 | ) | $ | 6,472 | |||
Europe |
15,676 | 16,883 | ||||||
Asia/Pacific |
901 | 1,803 | ||||||
Corporate operations |
(17,489 | ) | (12,124 | ) | ||||
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$ | (2,465 | ) | $ | 13,034 | ||||
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Quiksilver, Inc. Reports First Quarter Fiscal 2012 Financial Results
March 8, 2012
Page 6 of 8
GAAP TO PRO-FORMA RECONCILIATION (Unaudited)
Three Months Ended January 31, |
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In thousands, except per share amounts | 2012 | 2011 | ||||||
Net loss attributable to Quiksilver, Inc. |
$ | (22,605 | ) | $ | (16,268 | ) | ||
Restructuring charges (credits), net of tax of $0 (2012) and $0 (2011) |
1,873 | (2,118 | ) | |||||
Non-cash interest charges, net of tax of $0 (2012) and $4,618 (2011) |
| 10,691 | ||||||
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Pro-forma loss |
$ | (20,732 | ) | $ | (7,695 | ) | ||
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Pro-forma loss per share |
$ | (0.13 | ) | $ | (0.05 | ) | ||
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Pro-forma loss per share, assuming dilution |
$ | (0.13 | ) | $ | (0.05 | ) | ||
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Weighted average common shares outstanding |
163,363 | 161,614 | ||||||
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Weighted average common shares outstanding, assuming dilution |
163,363 | 161,614 | ||||||
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Quiksilver, Inc. Reports First Quarter Fiscal 2012 Financial Results
March 8, 2012
Page 7 of 8
ADJUSTED EBITDA and PRO-FORMA ADJUSTED EBITDA RECONCILIATION
(Unaudited)
Three Months Ended January 31, |
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Amounts in thousands | 2012 | 2011 | ||||||
Net loss attributable to Quiksilver, Inc. |
$ | (22,605 | ) | $ | (16,268 | ) | ||
Provision for income taxes |
5,250 | 1,251 | ||||||
Interest expense |
15,045 | 28,968 | ||||||
Depreciation and amortization |
12,962 | 14,000 | ||||||
Non-cash stock-based compensation expense |
6,977 | 2,410 | ||||||
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Adjusted EBITDA |
$ | 17,629 | $ | 30,361 | ||||
Restructuring charges (credits) |
1,873 | (2,118 | ) | |||||
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Pro-forma Adjusted EBITDA |
$ | 19,502 | $ | 28,243 | ||||
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Definition of Adjusted EBITDA:
Adjusted EBITDA is defined as net income (loss) attributable to Quiksilver, Inc. before (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) non-cash stock-based compensation expense and (v) asset impairments. Adjusted EBITDA is not defined under generally accepted accounting principles (GAAP), and it may not be comparable to similarly titled measures reported by other companies. We use Adjusted EBITDA, along with other GAAP measures, as a measure of profitability because Adjusted EBITDA helps us to compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets, the accounting methods used to compute depreciation and amortization, the existence or timing of asset impairments and the effect of non-cash stock-based compensation expense. We believe EBITDA is useful to investors as it is a widely used measure of performance and the adjustments we make to EBITDA provide further clarity on our profitability. We remove the effect of non-cash stock-based compensation from our earnings which can vary based on share price, share price volatility and the expected life of the equity instruments we grant. In addition, this stock-based compensation expense does not result in cash payments by us. We remove the effect of asset impairments from Adjusted EBITDA for the same reason that we remove depreciation and amortization as it is part of the impact of our asset base. Adjusted EBITDA has limitations as a profitability measure in that it does not include the interest expense on our debts, our provisions for income taxes, the effect of our expenditures for capital assets and certain intangible assets, the effect of non-cash stock-based compensation expense and the effect of asset impairments.
Quiksilver, Inc. Reports First Quarter Fiscal 2012 Financial Results
March 8, 2012
Page 8 of 8
SUPPLEMENTAL EXCHANGE RATE INFORMATION
(Unaudited)
In order to better understand growth rates in our foreign operating segments, we make reference to constant currency. Constant currency reporting improves visibility into actual growth rates as it adjusts for the effect of changing foreign currency exchange rates from period to period. Constant currency is calculated by taking the ending foreign currency exchange rate (for balance sheet items) or the average foreign currency exchange rate (for income statement items) used in translation for the current period and applying that same rate to the prior period. Our European segment is translated into constant currency using euros and our Asia/Pacific segment is translated into constant currency using Australian dollars as these are the primary functional currencies of each operating segment. As such, this methodology does not account for movements in individual currencies within a segment (for example, non-euro currencies within our European segment and Japanese yen within our Asia/Pacific segment). A constant currency translation methodology that accounts for movements in each individual currency could yield a different result compared to using only euros and Australian dollars. The following table presents revenues by segment in both historical currency and constant currency for the three months ended January 31, 2011 and 2012 (in thousands):
Historical currency (as reported) | Americas | Europe | Asia/Pacific | Corporate | Total | |||||||||||||||
January 31, 2011 |
$ | 193,790 | $ | 165,199 | $ | 67,001 | $ | 460 | $ | 426,450 | ||||||||||
January 31, 2012 |
205,408 | 168,874 | 74,593 | 746 | 449,621 | |||||||||||||||
Percentage increase |
6% | 2% | 11% | 5% | ||||||||||||||||
Constant currency (current year exchange rates) |
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January 31, 2011 |
193,790 | 162,689 | 68,889 | 460 | 425,828 | |||||||||||||||
January 31, 2012 |
205,408 | 168,874 | 74,593 | 746 | 449,621 | |||||||||||||||
Percentage increase |
6% | 4% | 8% | 6% |
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