0000917491-17-000007.txt : 20170222 0000917491-17-000007.hdr.sgml : 20170222 20170222161443 ACCESSION NUMBER: 0000917491-17-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170222 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170222 DATE AS OF CHANGE: 20170222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000917491 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 593157093 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23081 FILM NUMBER: 17628540 BUSINESS ADDRESS: STREET 1: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746-6204 BUSINESS PHONE: 4073339911 MAIL ADDRESS: STREET 1: FARO TECHNOLOGIES INC STREET 2: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746 8-K 1 faro8-k123116.htm 8-K Document


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): February 22, 2017
 
 
 
 
FARO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
Florida
 
0-23081
 
59-3157093
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
250 Technology Park, Lake Mary, Florida 32746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (407) 333-9911
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 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.
On February 22, 2017, FARO Technologies, Inc. (the “Company”) issued a press release announcing its results of operations for the fourth fiscal quarter and year ended December 31, 2016. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for the 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. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished with this Current Report on Form 8-K:
Exhibit
Number
  
Description
 
 
 
99.1
  
Press release dated
February 22, 2017






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.
 
 
 
 
FARO Technologies, Inc.
(Registrant)
 
 
 
February 22, 2017
 
 
 
/s/ Robert Seidel
 
 
 
 
By:
 
Robert Seidel
 
 
 
 
Its:
 
Chief Financial Officer
 
 
 
 
 
 
(Duly Authorized Officer and Principal Financial Officer)






EXHIBIT INDEX
 
Exhibit
Number
  
Description
 
 
 
 
99.1
  
Press release dated
February 22, 2017



EX-99.1 2 faroearningspressrelease-q.htm PRESS RELEASE Exhibit


Exhibit 99.1

NEWS BULLETIN
 
 
faroearningspressrele_image1.jpg
 
FARO Technologies, Inc.
250 Technology Park
Lake Mary, FL 32746
The Measure of Success
 
FOR IMMEDIATE RELEASE

FARO Reports Fourth Quarter and Fiscal Year 2016 Financial Results

LAKE MARY, FL, February 22, 2017 - FARO® (NASDAQ: FARO), the world’s most trusted source for 3D measurement and imaging solutions for factory metrology, construction BIM-CIM, product design, public safety forensics, and 3D solutions, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2016.

“2016 was a transformative year for FARO. We undertook a major reorganization that aligned and harmonized our resources by global vertical market segments, and modernized the efficiency of our sales processes and other functional areas. We accelerated and streamlined R&D to attain a sustained drumbeat of new and enhanced product introductions, and increased acquisition activity to further build out our product lines and technological capabilities. We expect to complete the remaining primary reorganization initiatives by mid-2017,” stated Dr. Simon Raab, President and Chief Executive Officer. “In light of the substantial reorganizational disruption, FARO was able to increase sales, gross margin, and operating income, as well as generate cash flow from operations sufficient to self-fund $27.7 million of acquisitions.”

Fiscal Year 2016
Sales for fiscal year 2016 were $325.6 million, up 2.5% compared with $317.5 million for fiscal year ended December 31, 2015. Excluding an unfavorable foreign exchange impact of approximately $1.8 million, fiscal year 2016 sales would have increased by 3.1%. Our sales increase was primarily driven by marginally higher average selling prices and higher service revenue, partially offset by a modest decrease in units sold. New order bookings at $330.7 million, increased by 1.6% compared with $325.6 million for the prior fiscal year.

Gross margin was 54.7%, representing an increase of 2.0 percentage points over the comparable prior year period mostly due to higher average selling prices and improved inventory management.

Operating income was $13.3 million, up 1.2% compared with $13.1 million for the prior year, reflecting an increase in gross margin on slightly higher sales offset partly by an increase in operating expenses arising largely from our investment in new





product development, acquisition-related expenses, higher headcount, and increased incentive compensation. Operating margin was 4.1% for both of our fiscal years 2016 and 2015.

Net income at $11.1 million or $0.67 per diluted share in 2016 was $1.7 million lower than prior year, reflecting increased income taxes more than offsetting higher operating income.

FARO generated $37.6 million in cash flow from operations in 2016, up $9.6 million over the prior year largely as a result of improved working capital management. The majority of this cash was deployed for acquisitions, aggregating to $27.7 million for 2016. As of December 31, 2016 cash and short-term investments totaled $149.1 million, of which $87.3 million was held by foreign subsidiaries.

Fourth Quarter 2016
Sales for the quarter ended December 31, 2016 were $91.7 million, up 0.4% compared with $91.3 million in the fourth quarter last year. Excluding the effect of approximately $1.5 million in unfavorable foreign exchange impacts, fourth quarter 2016 sales would have increased by 2.0% over fourth quarter of 2015. Our sales increase was primarily driven by a significant increase in service revenue, partially offset by lower product sales due both to lower average selling prices arising from reducing service and sales demonstration inventory and a decrease in units sold. New order bookings were $95.8 million for the fourth quarter of 2016, down 4.6% compared with $100.4 million for the fourth quarter of 2015.

Gross margin for the quarter was 53.1% unchanged compared with the prior year period primarily due to strong service margin, offset by lower average selling prices.

Operating income for the quarter was $3.6 million compared with $6.8 million in the prior year period reflecting growth-related initiatives to increase selling headcount and accelerate new product development. Operating margin was 3.9% in the fourth quarter of 2016, compared with 7.4% in the prior year period.

Net income for the quarter was $3.5 million or $0.21 per diluted share, compared with $8.9 million or $0.52 per diluted share in the prior year period.

Dr. Raab further stated, “In the fourth quarter, we introduced our next generation FocusS Laser Scanner, acquired MWF-Technology GmbH to provide our broad customer base with an innovative product offering in augmented reality technology, and invested in customer facing staffing to drive higher sales in the upcoming year.”






The financial information included in this press release is preliminary as the Company has not yet issued its audited financial statements and may differ from those results.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties, such as statements about FARO’s long-term growth, demand for and customer acceptance of FARO’s products, anticipated improvement in the markets in which FARO operates, and FARO’s product development and product launches. Statements that are not historical facts or that describe the Company’s plans, objectives, projections, expectations, assumptions, strategies, or goals are forward-looking statements. In addition, words such as “is,” “are,” “expects,” “continues,” “may,” “will,” and similar expressions or discussions of FARO’s plans or other intentions identify forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to various known and unknown risks, uncertainties, and other factors that may cause actual results, performances, or achievements to differ materially from future results, performances, or achievements expressed or implied by such forward-looking statements. Consequently, undue reliance should not be placed on these forward-looking statements.
Factors that could cause actual results to differ materially from what is expressed or forecasted in such forward-looking statements include, but are not limited to:
the Company’s inability to successfully identify and acquire target companies or achieve expected benefits from acquisitions that are consummated;
development by others of new or improved products, processes or technologies that make the Company’s products less competitive or obsolete;
the Company’s inability to maintain its technological advantage by developing new products and enhancing its existing products;
declines or other adverse changes, or lack of improvement, in industries that the Company serves or the domestic and international economies in the regions of the world where the Company operates and other general economic, business, and financial conditions;
the impact of fluctuations of foreign exchange rates; and
Other risks detailed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
Forward-looking statements in this release represent the Company’s judgment as of the date of this release. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, unless otherwise required by law.
About FARO
FARO is the world’s most trusted source for 3D measurement technology. The Company develops and markets computer-aided measurement and imaging devices and software. Technology from FARO permits high-precision 3D measurement, imaging and comparison of parts and complex structures within production and quality assurance processes. The devices are used for inspecting components and assemblies, rapid prototyping, documenting large volume spaces or structures in 3D, surveying and construction, as well as for investigation and reconstruction of accident sites or crime scenes.
FARO’s global headquarters is located in Lake Mary, Florida. The Company also has a technology center and manufacturing facility consisting of approximately 90,400 square feet located in Exton, Pennsylvania containing research and development, manufacturing and service operations of our FARO Laser TrackerTM and FARO Cobalt Array Imager product lines.  The Company's European regional headquarters is located in Stuttgart, Germany and its Asia Pacific regional headquarters is located in Singapore. FARO has other offices in Australia, Brazil, Canada, China, France, Germany, India, Italy, Japan, Malaysia, Mexico, the Netherlands, Poland, Portugal, Singapore, South Korea, Spain, Switzerland, Thailand, Turkey, the United Kingdom, the United States, and Vietnam.

More information is available at http://www.faro.com





FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
Three Months Ended
 
Twelve Months Ended
(in thousands, except share and per share data)
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
SALES
 
 
 
 
 
 
 
Product
$
73,778

 
$
77,558

 
$
256,010

 
$
259,842

Service
17,920

 
13,769

 
69,574

 
57,706

Total sales
91,698

 
91,327

 
325,584

 
317,548

COST OF SALES
 
 
 
 
 
 
 
Product
33,032

 
33,406

 
107,965

 
114,257

Service
9,989

 
9,398

 
39,659

 
36,055

Total cost of sales (exclusive of depreciation and amortization, shown separately below)
43,021

 
42,804

 
147,624

 
150,312

GROSS PROFIT
48,677

 
48,523

 
177,960

 
167,236

OPERATING EXPENSES
 
 
 
 
 
 
 
Selling and marketing
23,634

 
21,328

 
79,870

 
79,837

General and administrative
9,477

 
10,041

 
40,813

 
36,370

Depreciation and amortization
4,135

 
3,195

 
13,868

 
11,217

Research and development
7,815

 
7,195

 
30,125

 
26,690

Total operating expenses
45,061

 
41,759

 
164,676

 
154,114

INCOME FROM OPERATIONS
3,616

 
6,764

 
13,284

 
13,122

OTHER (INCOME) EXPENSE
 
 
 
 
 
 
 
Interest income, net
(45
)
 
(19
)
 
(164
)
 
(55
)
Other (income) expense, net
(2
)
 
(1,150
)
 
822

 
371

INCOME BEFORE INCOME TAX EXPENSE (BENEFIT)
3,663

 
7,933

 
12,626

 
12,806

INCOME TAX EXPENSE (BENEFIT)
118

 
(952
)
 
1,519

 
(7
)
NET INCOME
$
3,545

 
$
8,885

 
$
11,107

 
$
12,813

NET INCOME PER SHARE - BASIC
$
0.21

 
$
0.52

 
$
0.67

 
$
0.74

NET INCOME PER SHARE - DILUTED
$
0.21

 
$
0.52

 
$
0.67

 
$
0.74

Weighted average shares - Basic
16,676,764

 
17,051,427

 
16,654,786

 
17,288,665

Weighted average shares - Diluted
16,720,571

 
17,103,622

 
16,681,710

 
17,389,473








FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share data)
 
December 31, 2016
 
December 31, 2015
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
106,169

 
$
107,356

Short-term investments
 
42,942

 
42,994

Accounts receivable, net
 
61,364

 
69,918

Inventories, net
 
51,886

 
45,571

Deferred income tax assets, net
 
7,565

 
7,792

Prepaid expenses and other current assets
 
16,304

 
18,527

Total current assets
 
286,230

 
292,158

Property and equipment:
 
 
 
 
Machinery and equipment
 
57,063

 
54,124

Furniture and fixtures
 
6,099

 
5,945

Leasehold improvements
 
18,778

 
18,471

Property and equipment at cost
 
81,940

 
78,540

Less: accumulated depreciation and amortization
 
(50,262
)
 
(42,594
)
Property and equipment, net
 
31,678

 
35,946

Goodwill
 
46,744

 
26,371

Intangible assets, net
 
22,279

 
15,985

Service and sales demonstration inventory, net
 
29,136

 
33,709

Deferred income tax assets, net
 
6,742

 
4,050

Other long-term assets
 
905

 
967

Total assets
 
$
423,714

 
$
409,186

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
11,126

 
$
11,345

Accrued liabilities
 
24,572

 
22,574

Income taxes payable
 
618

 

Current portion of unearned service revenues
 
27,422

 
26,114

Customer deposits
 
2,872

 
2,998

Total current liabilities
 
66,610

 
63,031

Unearned service revenues - less current portion
 
13,813

 
15,025

Deferred income tax liabilities
 
1,409

 
686

Other long-term liabilities
 
2,225

 
2,800

Total liabilities
 
84,057

 
81,542

Shareholders’ equity:
 
 
 
 
Preferred stock - par value $0.01, 10,000,000 shares authorized; none issued
 

 

Common stock - par value $.001, 50,000,000 shares authorized; 18,170,267 and 18,077,594 issued; 16,680,791 and 16,588,118 outstanding, respectively
 
18

 
18

Additional paid-in capital
 
212,602

 
206,996

Retained earnings
 
183,436

 
172,329

Accumulated other comprehensive loss
 
(24,561
)
 
(19,861
)
Common stock in treasury, at cost - 1,489,476 shares
 
(31,838
)
 
(31,838
)
Total shareholders’ equity
 
339,657

 
327,644

Total liabilities and shareholders’ equity
 
$
423,714

 
$
409,186






FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 
 
Years ended December 31,
(in thousands)
 
2016
 
2015
 
2014
Net income
 
$
11,107

 
$
12,813

 
$
33,649

Currency translation adjustments, net of tax
 
(4,700
)
 
(13,166
)
 
(13,961
)
Comprehensive income (loss)
 
$
6,407

 
$
(353
)
 
$
19,688







FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
Years Ended December 31,
(in thousands)
 
2016
 
2015
 
2014
CASH FLOWS FROM:
 
 
 
 
 
 
OPERATING ACTIVITIES:
 
 
 
 
 
 
Net income
 
$
11,107

 
$
12,813

 
$
33,649

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation and amortization
 
13,868

 
11,217

 
7,428

Compensation for stock options and restricted stock units
 
5,374

 
4,306

 
4,678

Provision for bad debts (net recovery of)
 
898

 
346

 
(306
)
Loss on disposal of assets
 
860

 
947

 

Write-down of inventories
 
4,134

 
10,878

 
3,272

Deferred income tax benefit
 
(2,002
)
 
(655
)
 
(4,707
)
Income tax benefit from exercise of stock options
 
(357
)
 
(313
)
 
(169
)
Change in operating assets and liabilities:
 
 
 
 
 
 
Decrease (increase) in:
 
 
 
 
 
 
Accounts receivable, net
 
6,727

 
9,584

 
(24,587
)
Inventories, net
 
(6,729
)
 
(18,021
)
 
(21,995
)
Prepaid expenses and other assets
 
3,588

 
(2,834
)
 
(3,501
)
(Decrease) increase in:
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
534

 
(6,401
)
 
8,867

Income taxes payable
 
618

 

 
(1,560
)
Customer deposits
 
(1,310
)
 
1,114

 
(724
)
Unearned service revenues
 
273

 
5,051

 
5,313

Net cash provided by operating activities
 
37,583

 
28,032

 
5,658

INVESTING ACTIVITIES:
 
 
 
 
 
 
Proceeds from sale of investments
 

 
22,001

 

Purchases of property and equipment
 
(7,720
)
 
(14,169
)
 
(18,722
)
Payments for intangible assets
 
(1,657
)
 
(2,140
)
 
(1,221
)
Acquisition of business, net of cash received
 
(27,708
)
 
(12,066
)
 
(1,150
)
Net cash used in investing activities
 
(37,085
)
 
(6,374
)
 
(21,093
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
Payments on capital leases
 
(8
)
 
(8
)
 
(8
)
Payments of contingent consideration for acquisitions
 
(774
)
 

 

Repurchase of common stock
 

 
(22,763
)
 

Income tax benefit from exercise of stock options
 
357

 
313

 
169

Proceeds from issuance of stock, net
 
674

 
2,287

 
3,369

Net cash provided by (used in) financing activities
 
249

 
(20,171
)
 
3,530

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 
(1,934
)
 
(3,420
)
 
(3,436
)
DECREASE IN CASH AND CASH EQUIVALENTS
 
(1,187
)
 
(1,933
)
 
(15,341
)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
 
107,356

 
109,289

 
124,630

CASH AND CASH EQUIVALENTS, END OF YEAR
 
$
106,169

 
$
107,356

 
$
109,289






FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
SEGMENT REPORTING SCHEDULES
(UNAUDITED)
 
 
Factory
Metrology
 
Construction
BIM-CIM
 
Other
 
 Total
2016
 
 
 
 
 
 
 
 
Net sales to external customers
 
$
236,313

 
$
65,056

 
$
24,215

 
$
325,584

Segment profit
 
$
69,845

 
$
18,250

 
$
9,995

 
$
98,090

 
 
 
 
 
 
 
 
 
General and administrative
 
 
 
 
 
 
 
40,813

Depreciation and amortization
 
 
 
 
 
 
 
13,868

Research and development
 
 
 
 
 
 
 
30,125

 
 
 
 
 
 
 
 
 
Income from operations
 
 
 
 
 
 
 
$
13,284


 
 
Factory
Metrology
 
Construction
BIM-CIM
 
Other
 
 Total
2015
 
 
 
 
 
 
 
 
Net sales to external customers
 
$
222,745

 
$
70,849

 
$
23,954

 
$
317,548

Segment profit
 
$
63,463

 
$
16,299

 
$
7,637

 
$
87,399

 
 
 
 
 
 
 
 
 
General and administrative
 
 
 
 
 
 
 
36,370

Depreciation and amortization
 
 
 
 
 
 
 
11,217

Research and development
 
 
 
 
 
 
 
26,690

 
 
 
 
 
 
 
 
 
Income from operations
 
 
 
 
 
 
 
$
13,122






GRAPHIC 3 faroearningspressrele_image1.jpg GRAPHIC begin 644 faroearningspressrele_image1.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# @&!@<&!0@'!P<)"0@*#!0-# L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#W^J9U;3E8 MJ;^U!!P095X_6K;?<;Z5\G:N3_;5_P G_CXD[_[1KIP]#VS:O:QRXG$>Q2=K MW/J7^U]-_P"@A:_]_E_QH_M?3?\ H(6O_?Y?\:^3LGU/YT9/J?SKJ_L]?S') M_:3_ )3ZTBU*QFD6.*\MY';HJR@D_A5JOFOX;$_\+!TGD_??_P! :O??$^K+ MHGAN^U!CS%$=@]6/ 'YUR5J'LYJ"=[G90Q'M(.;5K%MM5TY6*M?VP8'!!E7C M]:?#J%E<2>7#=P2.>BI(":^3))7EE:1V)=V+,<]2:U?"^KOHGB2QOPQ"QR@/ MS_">#73+ 6C=,Y8YC>5FCZGJ&XN[:U"FXN(H0W3S'"Y_.I(Y%EB61#E6 (/M M7E'QPXLM'Q_SUD_D*XJ5/VDU [JU3V=-S/3/[7TW_H(6O_?Y?\:4:MII.!?V MI)_Z;+_C7R;D^I_.C)(DB[D=67U4Y%.KY:T/Q M5K'A^[2:RO) H/S1.Q*./0BOHS0?$5KK?AR'6%811,A:7;W)[#VKS]F9V+,2Q/4DYK:E@925YNQA5S",7:"N?65IJVGW_P#QZ7MO/[1R M FKE?(L%Q/:RK+;RO%(IR&1B"*]>^'GQ+GN[J/1]I/]UO\:FM M@I07-%W*HXZ,WRR5CURBBBN([Q&^XWTKY.U?_D-7_P#U\R?^A&OK%ON-]*^3 MM7_Y#5__ -?,G_H1KT;F6T2;0[^PTZ^,VHZ&TTZ#SIPI;;D#BM[_ (5GXM_Z!9_[^+7945+F]YV? MJ<-/VO+[BNO0ZCP7XB\/7OB_3[>S\,16EP[-LG64DI\I[5K?&2]NI+&RTFTM MYY1*WG2F.,L,#H./?^58/@?P+XBTCQCI]]>V!BMHF8N^\''RD4W7/BWKL6N7 ML6FM:BSCE*1;XMQ('&_.7>)@!@9]*J/I.HJ[*;"[RI(_U+?X5[1\-O%^O>*M0NQJ#VYMH(P?W<6T M[B>. ME-^'OQ&U/7O$)TW5F@Q+&3"8X]OS#M^7\JV?B;XLU3PK;:=)IAA#7#NK^;'N MZ 8_G7&H3AB%IJ=KG"IAGKH>$?V7J'_0/N_^_#?X5[7:> _#0;@X;'IZUPW_ M_Q5_>LO\ OQ_]>M;6_B)XPT7Q0*(VW"/ )XQT)%.T_XP:^FH0-?"UDM=X\U4AP=O?!S7I'C3Q%J%AX/B MUO0'A=-RL[,F\;&[_GBIK5*EXQE%;]QT:=/EE*,GMV/GW^R]0_Y\+O\ [\-_ MA7L'A3X2Z:=*ANM<$DUS,@?R@VT1@]OK7'_\+>\5?\]+/_OQ_P#7KU7PKX^T MG7M*B>>[AM[U5 FBD8+\WV?$[QMIAT*71[&XCN;BXP',9R$7Z^ MM>(@$G &2>@K?"2G*G[YABXPC4_=GU1X6U%M6\,:=?/]^6!2WUQS6O6'X/L' MTSPCIEI(,2) NX>A(R:W*\:=N9V/;A?E5Q&^XWTKY.U?_D-7_P#U\R?^A&OK M+J,5S4O@#PM-*\LFCP,[L68DGDGD]ZZ,+7C1;;6YS8K#RK))/8\G^#O_ ".; M?]>S5[[BL72_">A:+=_:M.TZ*WFV[=ZDYQ^=;51B*JJSYD7AJ3I0Y63#_OMP/RY/X5\R5]7ZMHFG:[;I!J5JMQ$C;U5B< ^O%9'_"O M/"G_ $!H/S;_ !K;#8B%&+36K,<5AIUI)IZ(P_@_IGV/PD]VRX:[E+9_V1P/ MZUQGQET[[-XEM[U1A;F'!/NM>W65E;:=9QVEI$L4$0PB+T JIJWA_2M=6,:G M91W(B)*;\\9^E9PQ'+6=1ESPW-15-=#Y@TC49-(UBTU"(G=;RJ_'<#J/RKU+ MXS7,=YHV@7,+!HY2[J1W!537<_\ "O/"?_0%@_-O\:NW?A/0[ZQM;*ZT^.6W MM1B!&)P@]N:VGBH2J1G;8QAA*D:Y\CUZE\+_ !)!$M6(>UN580;SQSU3^HKTA_A_X5D=G;1K5ID4L'4ISYDT>(^,O >H>%KUW M2-Y]-8YBN%&<#^ZWH?YUR5?7CQI)&8Y$5D88*L,@USEY\/O"][*9)=(A5CU, M>5S^5%+'V5IH*N7W=X,^9@"3@#)/85Z#X-\'-;-#K^OP2164; P0%?GF;L<' MHH]Z]@TWP7X=TF026FE6ZR Y#LNXC\ZU[JS@O(?*N(PZ9R >U*KCN9