-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CjobChbGHxQpoH2wGx+VbBGbxWp4YA1A38P4bTSGPGCt6L5IB36LZ+8JTMxLBZx6 XpfB4Nr2BWonWdXKcZNtQA== 0001104659-06-047577.txt : 20060719 0001104659-06-047577.hdr.sgml : 20060719 20060719060041 ACCESSION NUMBER: 0001104659-06-047577 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060718 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060719 DATE AS OF CHANGE: 20060719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TESSCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000927355 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 520729657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24746 FILM NUMBER: 06968225 BUSINESS ADDRESS: STREET 1: 11126 MCCORMICK ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21031 BUSINESS PHONE: 4102291000 MAIL ADDRESS: STREET 1: 11126 MCCORMICK ROAD CITY: HUNT VALLEY STATE: MD ZIP: 2121031 8-K 1 a06-16364_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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): July 18, 2006

 

TESSCO Technologies Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware

0-24746

52-0729657

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification Number)

 

11126 McCormick Road, Hunt Valley, Maryland 21031

(Address of principal executive offices) (Zip Code)

 

(410) 229-1000

(Registrant’s telephone number, including area code)

 

Not Applicable

(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):

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 July 18, 2006, the registrant issued a press release announcing its financial results for the first quarter of fiscal 2007.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02, including the Exhibit attached hereto, is furnished solely pursuant to Item 2.02 of this Form 8-K.   Consequently, pursuant to this Item 2.02, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.   It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)           Financial Statements of Businesses Acquired.

None.

(b)           Pro Forma Financial Information.

None.

(d)           Exhibits.

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated July 18, 2006

 

2




SIGNATURE

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.

 

TESSCO Technologies Incorporated

 

 

 

 

By:

/s/ David M. Young

 

 

David M. Young

 

 

Chief Financial Officer, Senior Vice President
and Corporate Secretary

 

 

 

 

 

 

 

 

Dated: July 18, 2006

 

 

 

 

3




EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release dated July 18, 2006

 

 

 

 

E-1



EX-99.1 2 a06-16364_1ex99d1.htm EX-99

 

Exhibit 99.1

 

PRESS RELEASE

 

Contact:                 David Young
                                TESSCO Technologies Incorporated
                                Chief Financial Officer
                                (410) 229-1380
                                young@tessco.com

For Immediate Release

TESSCO Reports $0.43 in Earnings per Share
Core Commercial and Government Market Revenues Grow 50%

Stock Buyback Program Expanded

HUNT VALLEY, MARYLAND, JULY 18, 2006 — TESSCO Technologies Incorporated (Nasdaq:TESS), a value-added supplier of the product solutions needed to design, build, run, maintain and use wireless systems, today reported earnings for the first quarter ended June 25, 2006.

Chairman, President and CEO Robert B. Barnhill commented, “We started TESSCO’s 25th year strong, making excellent progress on the achievement of our Imperatives for this fiscal year, as outlined in our most recent Annual Report to Shareowners.” He continued, “I am very pleased with this quarter’s performance and more importantly, the momentum and opportunities we have developed for delivering reliable revenue and profit growth in the future. We are positioned in the exploding world of wireless, with an on-point and strong value proposition, a productive operating platform, outstanding leadership and team member talent, and financial strength. As we continue our journey, we are well positioned and committed to achieving thriving, enduring success, by growing the value we deliver to our customers, suppliers, team members and shareowners.”

Progress on the Imperatives for Fiscal Year 2007:

Imperative # 1: Increase quality revenues   selling more commercial and government customers, more product categories, more often.

We made excellent progress toward our imperatives to grow quality revenues:

·                    Core commercial revenues grew 50 percent compared to the first quarter last year and 17 percent sequentially over last quarter.

·                    Monthly buyers grew 12 percent compared to the first quarter last year and 3 percent sequentially.

·                    Qualified leads and target accounts grew.

·                    Purchases per customer grew 32 percent compared to last year and 14 percent sequentially.

·                    New product offerings, including the major expansion of our WLAN offering through the acquisition of TerraWave and GigaWave, were added.

-more-




 

-2-

Imperative # 2: Increase diversification and reduce concentration risk …reducing the dependence on any one customer, supplier, facility and/or individual.

Although our cellular accessory and repair components programs drove a large portion of our growth during the quarter, we continue to be focused on diversifying our overall business:

·                    We are less dependent on the large dominated cellular carrier infrastructure capital expenditures.

·                    Much of our growth is coming from the product areas where we can build demand.

·                    Our vendors are much more diverse.

·                    We are enhancing our vendor relationships and the growth of proprietary products should improve gross profit margins.

Our operational strategy is focused on strengthening our analytic-based decision processes, disaster recovery, and team member development and succession planning.

Imperative # 3: Grow margins …by executing flawlessly with high productivity.

·                    Our net income as a percentage of revenue reached 1.7 percent compared to 0.8 percent in last year’s first quarter and 1.1 percent last quarter.

·                    Overall gross profit margin was 25.1 percent this quarter compared with 17.5 percent in the same quarter last year and 25.5 percent last quarter.  Our commercial gross margin decreased slightly compared to both periods due to product mix changes; however, in comparison to last year’s first quarter, our overall gross margin increased due to the loss of the low margin consumer affinity relationship.

Imperative # 4: Improve returns …through gains in margins and asset turnover.

·                    Return on average assets was 5.6 percent compared to 3.2 percent in the first quarter of last year and 3.3 percent last quarter.

·                    Return on average equity was 11.2 percent compared to 8.0 percent in the first quarter of last year and 6.6 percent last quarter.

·                    Cash flow from operations for the quarter was $6.4 million.  During the quarter, we used $3.8 million for an initial cash payment for the acquisition of TerraWave and GigaWave.  We ended the quarter with a cash balance of $3.6 million and no outstanding borrowings on our revolving line of credit.

Imperative # 5: Recruit, retain, and develop exceptional leaders and contributors …to assure the capacity, commitment and capability of achieving our goals, today and tomorrow.

 We continue to build on our recruiting, development, and retention programs to develop the talent we need to create and execute on our initiatives, and we launched formal succession planning.

Financial Performance Summary for the Quarter:

·                    Revenues for the quarter totaled $111.9 million, down 25 percent over the prior-year quarter due to a 98 percent decrease in consumer revenues related to the transitioned affinity relationship, but largely offset by a 50 percent increase in commercial and government sales. 

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-3-

·                    Gross profits for the quarter totaled $28.1 million, a decrease of 8 percent over the prior-year period, due to an 89 percent decrease in consumer gross profits, substantially offset by a 45 percent increase in commercial and government gross profits.

·                    Net income for the quarter was $1.9 million, or $0.43 per diluted share, compared with $1.2 million and $0.29 per diluted share for the same period of the prior fiscal year.

·                    Our net income as a percentage of revenue reached 1.7 percent compared with 0.8 percent in last year’s first quarter.

·                    Within the commercial and government market, revenues from the self-maintained user, government and reseller channels grew 71 percent year-over-year, while revenues from the public carrier and network operator market showed an 11 percent decrease for the same period. 

·                    Network infrastructure product sales and gross profits increased year-over-year by 8 percent and 9 percent, respectively, primarily driven by sales in fixed wireless broadband and WLAN products. These increases were largely a result of our acquisition of TerraWave and GigaWave in late April.

·                    Mobile devices and accessories product sales and gross profits in our commercial and government markets increased year-over-year by 79 percent and 46 percent, respectively, primarily as a result of increased sales of accessory products to carrier and independent retail customers. 

·                    Mobile devices and accessories product sales and gross profits in our consumer market decreased 98 percent and 89 percent, respectively, as compared to the same quarter last year, due to the transition of our large affinity relationship.

·                    Installation, test and maintenance product sales and gross profits increased year-over-year by 100 percent and 111 percent, respectively.  This significant increase in revenues, gross profits and gross margins was primarily driven by large sales of repair components early in the quarter related to our expanded major repair components relationship.  Going forward, we expect that revenues and gross profits from sales of these repair components will not continue at this level, but will return to levels more consistent with those experienced last fiscal year.

·                    Overall gross profit margin was 25.1 percent this quarter compared with 17.5 percent in the same quarter last year. Last year’s first quarter gross profit margin was impacted by the high volume, low margin handsets driven by the now-transitioned affinity relationship.  Commercial gross margin decreased to 24.7 percent compared with 25.5 percent for the same quarter last year. Our overall commercial gross margin decreased slightly due to product mix changes within the mobile devices and accessories line of business, related to some of the large retail relationships established during the second half of the prior fiscal year.  Gross margins in our other lines of business increased.

Stock Buyback Program

The company believes that the current share price does not accurately reflect the value and future prospects of TESSCO.  It is felt that the repurchase of shares, when appropriate, is an excellent use of funds to enhance long-term shareholder value while potentially providing increased liquidity to shareowners.

 

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-4-

On July 17, 2006 our Board of Directors authorized the purchase of an additional 400,000 shares of our Common Stock as part of our existing Stock Buyback Program. With this increase, up to 790,497 shares now remain available for repurchase from time to time in the open market, by block purchase, or through negotiated transactions, or possibly other transactions managed by broker-dealers. Purchases are funded from working capital and/or the Company's credit facility.  No timetable has been set for the completion of the Program.

As of June 25, 2006, 509,503 shares had been purchased under this program since it began in May 2003 at a total cost of approximately $5.9 million, or an average price of $11.59 per share.  On June 25, 2006, approximately 4.2 million shares of common stock were outstanding. 

Business Outlook

The following statements and the statements above made by Robert Barnhill as to anticipated results and future prospects, are based on current expectations and analysis. These statements are forward-looking, and actual results may differ materially.

At this time, TESSCO has elected to update its annual guidance for fiscal year 2007.  The previous guidance was for earnings of $1.20 to $1.40 per share this fiscal year. Considering the first quarter results, we now believe that earnings will be in the range of $1.35 to $1.55 per share for the year.

We expect that positive momentum will continue in all lines of business with the exception of the installation, test and maintenance line of business, in which the repair components business is expected to return to more historical levels and not continue at the level seen in the first quarter.

A conference call will be held on July 19, 2006, at 10:00 a.m. EDT to discuss the financial results for the first quarter of fiscal year 2007.  The conference call will also be available via Web cast by visiting: http://www.tessco.com/go/pressroom.

TESSCO expects that its corporate representatives will meet privately during the quarter with investors, the media, investment analysts and others. At these meetings, TESSCO may reiterate the Business Outlook published in this press release. At the same time, TESSCO will keep this press release and Business Outlook publicly available on its Web site (www.tessco.com). However, the Business Outlook published in this press release reflects only the Company’s current best estimate and the Company assumes no obligation to update the information contained in this press release, including the Business Outlook, at any time.

About TESSCO

TESSCO Technologies Incorporated is a value-added supplier of the product solutions needed to design, build, run, maintain and use wireless systems. TESSCO is committed to delivering, fast and complete, the product needs of wireless system operators, program managers, contractors, resellers, and self-maintained utility, transportation, enterprise and government organizations. As Your Total Source® supplier of mobile and fixed-wireless network infrastructure products, mobile devices and accessories, and installation, test and maintenance equipment and supplies, TESSCO assures customers of on-time availability, while streamlining their supply chain process and lowering inventories and total costs. To learn more, please visit TESSCO.com.

 

 

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-5-

Forward-Looking Statements

This press release may contain forward-looking statements. These forward-looking statements may generally be identified by the use of the words "may," "will," "expects," "anticipates," "believes," "estimates," and similar expressions and involve a number of risks and uncertainties. For a variety of reasons, actual results may differ materially from those described in or contemplated by any such forward-looking statement. Consequently, the reader is cautioned to consider all forward-looking statements in light of the risks to which they are subject.

We are not able to identify or control all circumstances that could occur in the future that may adversely affect our business and operating results.  These risks include, but are not limited to, those risks identified in the Company's periodic reports filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K.

Without limiting the foregoing, the statements in this press release regarding TESSCO’s ability to benefit from the recent acquisition of the TerraWave and GigaWave business, or as to possible contributions to TESSCO’s revenues resulting from that acquisition, are forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements.  In addition to those risks to which our business and the acquired businesses are generally subject to, the acquisition of these businesses continue to give rise to transitional risks and the risk that the anticipated benefits will not be realized.

-more-




-6-

TESSCO Technologies Incorporated
Consolidated Statements of Income

 

 

Fiscal Quarters Ended

 

 

 

June 25, 2006

 

March 26, 2006

 

June 26, 2005

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

 

Revenues

 

$

111,940,300

 

$

96,561,300

 

$

148,323,300

 

Cost of goods sold

 

83,855,200

 

71,899,900

 

122,301,200

 

Gross profit

 

28,085,100

 

24,661,400

 

26,022,100

 

Selling, general and administrative expenses

 

24,968,100

 

22,761,300

 

23,959,800

 

Income from operations

 

3,117,000

 

1,900,100

 

2,062,300

 

Interest, net

 

155,300

 

165,800

 

38,000

 

Income before provision for income taxes

 

2,961,700

 

1,734,300

 

2,024,300

 

Provision for income taxes

 

1,108,300

 

676,500

 

789,500

 

Net income

 

$

1,853,400

 

$

1,057,800

 

$

1,234,800

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.44

 

$

0.26

 

$

0.29

 

Diluted earnings per share

 

$

0.43

 

$

0.25

 

$

0.29

 

Basic weighted average shares outstanding

 

4,180,500

 

4,135,900

 

4,236,700

 

Diluted weighted average shares outstanding

 

4,275,800

 

4,257,000

 

4,277,000

 

 

 -more-




-7-

 

TESSCO Technologies Incorporated
Consolidated Balance Sheets

 

 

June 25, 2006

 

March 26, 2006

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

3,564,600

 

$

2,286,900

 

Trade accounts receivable, net

 

42,186,200

 

43,576,500

 

Product inventory

 

55,736,100

 

47,615,700

 

Deferred tax asset

 

2,396,000

 

2,396,000

 

Prepaid expenses and other current assets

 

2,370,200

 

2,799,200

 

Total current assets

 

106,253,100

 

98,674,300

 

 

 

 

 

 

 

Property and Equipment, Net

 

24,627,300

 

24,619,800

 

Goodwill, Net

 

3,062,800

 

2,452,200

 

Other Long-Term Assets

 

2,534,200

 

1,054,100

 

Total assets

 

$

136,477,400

 

$

126,800,400

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Trade accounts payable

 

$

53,441,400

 

$

44,984,000

 

Accrued expenses and other current liabilities

 

6,492,300

 

7,543,400

 

Revolving credit facility

 

 

 

Current portion of long-term debt

 

439,900

 

442,500

 

Total current liabilities

 

60,373,600

 

52,969,900

 

 

 

 

 

 

 

Deferred Tax Liability

 

2,785,300

 

2,785,300

 

Long-Term Debt, Net of Current Portion

 

4,470,700

 

4,559,400

 

Other Long-Term Liabilities

 

1,364,500

 

1,379,000

 

Total liabilities

 

68,994,100

 

61,693,600

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

Preferred stock

 

 

 

Common stock

 

50,100

 

49,600

 

Additional paid in capital

 

25,425,800

 

24,748,700

 

Treasury stock, at cost

 

(9,699,900

)

(9,521,100

)

Retained earnings

 

51,617,600

 

49,764,200

 

Accumulated other comprehensive income

 

89,700

 

65,400

 

Total shareholders’ equity

 

67,483,300

 

65,106,800

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

136,477,400

 

$

126,800,400

 

 

  -more-




-8-

TESSCO Technologies Incorporated
Supplemental Revenue and Gross Profit Results Summary

(Amounts in Thousands)

 

Network 
Infrastructure

 

Mobile 
Devices and 
Accessories

 

Installation, 
Test and
 Maintenance

 

Total

 

Quarter Ended June 25, 2006:

 

 

 

 

 

 

 

 

 

Commercial/Government Revenue:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

$

12,268

 

$

704

 

$

4,244

 

$

17,216

 

User, Governments and Resellers

 

25,437

 

41,159

 

26,610

 

93,206

 

Total Commercial/Government Revenue

 

37,705

 

41,863

 

30,854

 

110,422

 

Consumer Revenue

 

 

1,518

 

 

1,518

 

Total Revenue

 

$

37,705

 

$

43,381

 

$

30,854

 

$

111,940

 

 

 

 

 

 

 

 

 

 

 

Commercial/Government Gross Profit:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

$

2,814

 

$

197

 

$

944

 

$

3,955

 

User, Governments and Resellers

 

6,289

 

8,475

 

8,609

 

23,373

 

Total Commercial/Government Gross Profit

 

9,103

 

8,672

 

9,553

 

27,328

 

Consumer Gross Profit

 

 

757

 

 

757

 

Total Gross Profit

 

$

9,103

 

$

9,429

 

$

9,553

 

$

28,085

 

 

 

 

 

 

 

 

 

 

 

Change from the Quarter Ended June 26, 2005:

 

 

 

 

 

 

 

 

 

Commercial/Government Revenue:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

(14.4

%)

12.6

%

(3.2

%)

(11.0

%)

User, Governments and Resellers

 

23.7

 

80.9

 

140.6

 

71.4

 

Total Commercial/Government Revenue

 

8.1

 

79.1

 

99.8

 

49.8

 

Consumer Revenue

 

 

(98.0

)

 

(98.0

)

Total Revenue

 

8.1

%

(55.7

%)

99.8

%

(24.5

%)

 

 

 

 

 

 

 

 

 

 

Commercial/Government Gross Profit:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

(15.9

%)

14.5

%

(5.0

%)

(12.3

%)

User, Governments and Resellers

 

25.8

 

47.0

 

143.1

 

63.4

 

Total Commercial/Government Gross Profit

 

9.1

 

46.1

 

110.6

 

45.2

 

Consumer Gross Profit

 

 

(89.5

)

 

(89.5

)

Total Gross Profit

 

9.1

%

(28.2

%)

110.6

%

(7.9

%)

 

 

 

 

 

 

 

 

 

 

Change from the Quarter Ended March 26, 2006:

 

 

 

 

 

 

 

 

 

Commercial/Government Revenue:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

27.1

%

9.7

%

0.4

%

18.5

%

User, Governments and Resellers

 

9.6

 

17.3

 

21.8

 

16.3

 

Total Commercial/Government Revenue

 

14.7

 

17.2

 

18.4

 

16.6

 

Consumer Revenue

 

 

(19.7

)

 

(19.7

)

Total Revenue

 

14.7

%

15.3

%

18.4

%

15.9

%

 

 

 

 

 

 

 

 

 

 

Commercial/Government Gross Profit:

 

 

 

 

 

 

 

 

 

Public Carriers and Network Operators

 

20.1

%

2.6

%

2.6

%

14.4

%

User, Governments and Resellers

 

14.4

 

9.4

 

23.3

 

15.5

 

Total Commercial/Government Gross Profit

 

16.1

 

9.2

 

20.9

 

15.4

 

Consumer Gross Profit

 

 

(22.3

)

 

(22.3

)

Total Gross Profit

 

16.1

%

5.8

%

20.9

%

13.9

%

 



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