State of | | |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
| | ( |
(Address of principal executive offices) | | (Registrant’s telephone number) |
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(Former name, former address and former fiscal year, if changed since last report) |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | NONE | | NONE |
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| (Title of class) | |
☐ Large accelerated filer | ☐ Accelerated filer |
☒ | |
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Page
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Part I – Financial Information
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Item 1.
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Financial Statements (unaudited):
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Balance Sheets as of September 30, 2023 and December 31, 2022
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3
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Statements for the Periods ended September 30, 2023 and 2022:
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Income
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4
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Cash Flows
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5
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Changes in Partners’ Capital
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6
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Condensed Notes to Financial Statements
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7 - 9
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Item 2.
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Management's Discussion and Analysis of Financial
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Condition and Results of Operations
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10 - 14
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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14
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Item 4.
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Controls and Procedures
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15
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Part II – Other Information
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Item 1.
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Legal Proceedings
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16
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Item 1A.
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Risk Factors
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16
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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16
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Item 3.
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Defaults Upon Senior Securities
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16
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Item 4.
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Mine Safety Disclosures
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16
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Item 5.
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Other Information
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16
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Item 6.
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Exhibits
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17
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Signatures
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17
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September 30,
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December 31,
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2023
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2022
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(unaudited)
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Current Assets:
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Cash
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$
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$
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Total Current Assets
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Real Estate Investments:
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Land
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Buildings
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Acquired Intangible Lease Assets
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Real Estate Held for Investment, at Cost
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Accumulated Depreciation and Amortization
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( |
( |
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Real Estate Held for Investment, Net
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|
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Total Assets
|
$
|
|
$
|
|
Current Liabilities:
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Payable to AEI Fund Management, Inc.
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$
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$
|
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Unearned Rent
|
|
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Distributions Payable
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Total Current Liabilities
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Long-term Liabilities:
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Acquired Below-Market Lease Intangibles, Net
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Partners’ Capital :
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General Partners
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Limited Partners – as of 9/30/2023 and 12/31/2022 |
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Total Partners' Capital
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Total Liabilities and Partners' Capital
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$
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$
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Three Months Ended September 30
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|
Nine Months Ended September 30
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|||||
|
2023
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|
2022
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|
2023
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2022
|
|
|
|
|
|
|
|
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Rental Income
|
$
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|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
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|
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Expenses:
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|
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|
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|
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Partnership Administration – Affiliates
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Partnership Administration and Property
Management – Unrelated Parties
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Depreciation and Amortization
|
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Total Expenses
|
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Operating Income
|
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Other Income:
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|
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Interest Income
|
|
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|
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Gain on Sale of Real Estate
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Total Other Income
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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Net Income
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
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|
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Net Income Allocated:
|
|
|
|
|
|
|
|
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General Partners
|
$
|
|
$
|
|
$
|
|
$
|
|
Limited Partners
|
|
|
|
|
|
|
|
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Total
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
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Net Income per Limited Partnership Unit
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
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|
|
Weighted Average Units Outstanding –
Basic and Diluted
|
|
|
|
|
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|
|
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Nine Months Ended September 30
|
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|
2023
|
|
2022
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
Net Income
|
$
|
|
$
|
|
|
|
|
|
|
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
|
|
|
|
|
Depreciation and Amortization
|
|
|
|
|
Gain on Sale of Real Estate
|
|
|
|
( |
(Increase) Decrease in Rent Receivable
|
|
|
|
|
Increase (Decrease) in Payable to
AEI Fund Management, Inc.
|
|
( |
|
|
Increase (Decrease) in Unearned Rent
|
|
|
|
|
Total Adjustments
|
|
|
|
( |
Net Cash Provided By (Used For)
Operating Activities
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
Investments in Real Estate
|
|
|
|
( |
Proceeds from Sale of Real Estate
|
|
|
|
|
Net Cash Provided By (Used For)
Investing Activities
|
|
|
|
( |
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
Distributions Paid to Partners
|
|
( |
|
( |
Repurchase of Partnership Units
|
|
|
|
( |
Net Cash Provided By (Used For)
Financing Activities
|
|
( |
|
( |
|
|
|
|
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Net Increase (Decrease) in Cash
|
|
|
|
( |
|
|
|
|
|
Cash, beginning of period
|
|
|
|
|
|
|
|
|
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Cash, end of period
|
$
|
|
$
|
|
|
General Partners
|
|
Limited Partners
|
|
Total
|
|
Limited Partnership Units Outstanding
|
|
|
|
|
|
|
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|
Balance, December 31, 2021
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
( |
|
( |
|
( |
|
|
Net Income
|
|
|
|
|
|
|
|
|
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|
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|
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|
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Balance, March 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
( |
|
( |
|
( |
|
|
Repurchase of Partners Units
|
|
( |
|
( |
|
( |
|
( |
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balance, June 30, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
( |
|
( |
|
( |
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2022
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
( |
|
( |
|
( |
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
( |
|
( |
|
( |
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
( |
|
( |
|
( |
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2023
|
$
|
|
$
|
|
$
|
|
|
|
Dated: November 10, 2023
|
AEI Income & Growth Fund XXI
|
|
Limited Partnership
|
||
By:
|
AEI Fund Management XXI, Inc.
|
|
Its:
|
Managing General Partner
|
|
By:
|
/s/ Marni J Nygard |
|
Marni J. Nygard
|
||
President
|
||
(Principal Executive Officer)
|
||
By:
|
/s/ Keith E Petersen |
|
Keith E. Petersen
|
||
Chief Financial Officer
|
||
(Principal Accounting Officer)
|
Date: November 10, 2023
|
/s/ Marni J Nygard |
Marni J. Nygard, President
|
|
AEI Fund Management XXI, Inc.
|
|
Managing General Partner
|
Date: November 10, 2023
|
/s/ Keith E Petersen |
Keith E. Petersen, Chief Financial Officer
|
|
AEI Fund Management XXI, Inc.
|
|
Managing General Partner
|
/s/ Marni J Nygard |
||
Marni J. Nygard, President
|
||
AEI Fund Management XXI, Inc.
|
||
Managing General Partner
|
||
November 10, 2023
|
||
/s/ Keith E Petersen |
||
Keith E. Petersen, Chief Financial Officer
|
||
AEI Fund Management XXI, Inc.
|
||
Managing General Partner
|
||
November 10, 2023
|
Balance Sheet (Parentheticals) - Limited Partner [Member] - shares |
Sep. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Limited Partners, units authorized | 24,000 | 24,000 |
Limited Partners, units issued | 17,076.71 | 17,076.71 |
Limited Partners, units outstanding | 17,076.71 | 17,076.71 |
Statement of Income - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
|
Income Statement [Abstract] | ||||
Rental Income | $ 249,582 | $ 242,487 | $ 747,581 | $ 643,086 |
Expenses: | ||||
Partnership Administration – Affiliates | 38,348 | 30,886 | 123,220 | 105,853 |
Partnership Administration and Property Management – Unrelated Parties | 16,837 | 4,908 | 69,849 | 40,749 |
Depreciation and Amortization | 128,075 | 128,059 | 384,226 | 311,567 |
Total Expenses | 183,260 | 163,853 | 577,295 | 458,169 |
Operating Income | 66,322 | 78,634 | 170,286 | 184,917 |
Other Income: | ||||
Interest Income | 910 | 224 | 2,199 | 2,045 |
Gain on Sale of Real Estate | 0 | 0 | 0 | 1,268,078 |
Total Other Income | 910 | 224 | 2,199 | 1,270,123 |
Net Income | 67,232 | 78,858 | 172,485 | 1,455,040 |
Net Income Allocated: | ||||
General Partners | 672 | 1,724 | 1,725 | 20,380 |
Limited Partners | 66,560 | 77,134 | 170,760 | 1,434,660 |
Net Income | $ 67,232 | $ 78,858 | $ 172,485 | $ 1,455,040 |
Net Income per Limited Partnership Unit (in Dollars per share) | $ 3.9 | $ 4.52 | $ 10 | $ 83.44 |
Weighted Average Units Outstanding – Basic and Diluted (in Shares) | 17,077 | 17,077 | 17,077 | 17,194 |
Basis of Accounting |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting [Text Block] |
(1) The condensed statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements. The adjustments made to these condensed statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10‑K.
|
Organization |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] |
(2) Organization –
AEI Income & Growth Fund XXI Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner. The Estate of Robert P. Johnson serves as the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which the Robert P. Johnson Trust and Patricia Johnson, own a majority interest. AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.
In January 2021, the Managing General Partner mailed a Consent Statement (Proxy) seeking the consent of the Limited Partners to continue the Partnership for an additional 60 months or to initiate the final disposition, liquidation and distribution of all of the Partnership’s properties and assets. On March 3, 2021, the votes were counted and neither proposal received the required majority vote. As a result, the Managing General Partner will continue the operations of the Partnership for an additional 60 months at which time it will ask the Limited Partners to vote on the same two proposals.
|
Recently Issued Accounting Pronouncements |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] |
(3) Recently Adopted Accounting Pronouncements –
Effective January 1, 2023, the Partnership adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326). This guidance changes the methodology to be used to measure credit losses for certain financial instruments and financial assets, including receivables. The new methodology requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial assets. The adoption of the guidance did not have a material impact on the Partnership’s financial statements.
Other accounting standards that have been issued or proposed by the FASB are currently not applicable to the Partnership or are not expected to have a significant impact on the Partnership’s financial positions, results of operations and cash flows.
|
Real Estate Investments |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate Disclosure [Text Block] |
(4) Real Estate Investments –
In December 2021, the Partnership entered into an agreement to sell its 50% interest in the Jared Jewelry store in Hanover, Maryland to an unrelated third party. On February 14, 2022, the sale closed with the Partnership receiving net proceeds of $2,450,634, which resulted in a net gain of $1,268,078. At the time of sale, the cost and related accumulated depreciation was $1,989,135 and $806,579, respectively.
On March 22, 2022, the Partnership purchased a 40% interest of the Memorial Hospital property in Diamondhead, Mississippi for $1,610,422. The Partnership allocated $114,052 of the purchase price to Acquired Lease Assets, representing in-place intangibles. The property is leased to Memorial Hospital at Gulfport, Incorporated under a lease agreement with a remaining primary term of 5.3 years (as of date of purchase) and annual rent of $100,320 scheduled to increase annually at 2%.
On May 11, 2022, the Partnership purchased an additional 46% joint-venture interest in the Best Buy store in Eau Claire, Wisconsin for $3,726,043 from AEI Income & Growth Fund 26 LLC, an affiliate of the Partnership. The purchase price of the property was based upon the property’s fair market value as determined by an independent third party, commercial property appraiser. The property interest became available because AEI Income & Growth Fund 26 LLC was in the process of liquidating its property portfolio. The Partnership now owns 100% interest in the property. The Partnership allocated $306,653 of the purchase price to Acquired Intangible Lease Assets, representing in-place lease intangibles. The annual rent for the additional 46% interest that was purchased is $240,432.
|
Payable to AEI Fund Management, Inc. |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] |
(5) Payable to AEI Fund Management, Inc. –
AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.
|
Partners' Capital |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Partners' Capital Notes [Abstract] | |
Partners' Capital Notes Disclosure [Text Block] |
(6) Partners’ Capital –
For the nine months ended September 30, 2023 and 2022, the Partnership declared distributions of $519,699 and $517,174, respectively. The Limited Partners were allocated distributions of $514,503 and $512,002 and the General Partners were allocated distributions of $5,196 and $5,172 for the periods ended September 30, 2023 and 2022, respectively. The Limited Partners' distributions represented $30.13 and $29.78 per Limited Partnership Unit outstanding using 17,077 and 17,194 weighted average Units in 2023 and 2022, respectively. The distributions represented $30.13 and $29.78 per Unit of Net Income and $0 and $0 per Unit of contributed capital in 2023 and 2022, respectively.
On April 1, 2022, the Partnership repurchased a total of 352.29 Units for $266,947 from 30 Limited Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using Net Cash Flow from operations. As a result of these repurchases and pursuant to the Partnership Agreement, the General Partners received distributions of $2,696 in 2022. During the nine months ended September 30, 2023, the Partnership did not repurchase any Units from the Limited Partners.
|
Fair Value Measurements |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] |
(7) Fair Value Measurements –
As of September 30, 2023 and December 31, 2022, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.
|
Accounting Policies, by Policy (Policies) |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncement or Change in Accounting Principle, Description | Effective January 1, 2023, the Partnership adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326). This guidance changes the methodology to be used to measure credit losses for certain financial instruments and financial assets, including receivables. The new methodology requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial assets. The adoption of the guidance did not have a material impact on the Partnership’s financial statements. Other accounting standards that have been issued or proposed by the FASB are currently not applicable to the Partnership or are not expected to have a significant impact on the Partnership’s financial positions, results of operations and cash flows |
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