0000949158-13-000007.txt : 20130214 0000949158-13-000007.hdr.sgml : 20130214 20130214161525 ACCESSION NUMBER: 0000949158-13-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130214 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRAY INC CENTRAL INDEX KEY: 0000949158 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 930962605 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26820 FILM NUMBER: 13614023 BUSINESS ADDRESS: STREET 1: 901 FIFTH AVENUE STREET 2: SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98164 BUSINESS PHONE: 2067012000 MAIL ADDRESS: STREET 1: 901 FIFTH AVENUE STREET 2: SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98164 FORMER COMPANY: FORMER CONFORMED NAME: TERA COMPUTER CO \WA\ DATE OF NAME CHANGE: 19950809 8-K 1 a8k021413.htm 8-K a8K021413


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 14, 2013
 

 
CRAY INC.
(Exact name of registrant as specified in its charter)

 

 
 
 
 
 
 
Washington
 
0-26820
 
93-0962605
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
901 Fifth Avenue, Suite 1000
Seattle, WA
 
98164
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant's telephone number, including area code: (206) 701-2000
Registrant's facsimile number, including area code: (206) 701-2500
None
(Former name or former address if changed since last report.)  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 







Item 2.02 Results of Operations and Financial Condition

On February 14, 2013, Cray Inc. announced its financial results for the fourth quarter and year ended December 31, 2012. A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01    Financial Statements and Exhibits
 
(d) Exhibits.
99.1
Press Release of Cray Inc., dated February 14, 2013

 

 
The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
  

 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 14, 2013
 
                                
 
 
 
Cray Inc.
 
 
By:
 
/s/ MICHAEL C. PIRAINO
 
 
Michael C. Piraino
Vice President Administration, General Counsel and Corporate Secretary







INDEX TO EXHIBITS
Exhibit No.
Description
99.1
Press Release of Cray Inc., dated February 14, 2013



EX-99.1 2 ex9918k021413.htm EXHIBIT Ex99.18K021413


Exhibit 99.1


Cray Media:
Investors:
Nick Davis
Paul Hiemstra
206/701-2123
206/701-2044
pr@cray.com
ir@cray.com


CRAY REPORTS 2012 FULL YEAR AND FOURTH QUARTER FINANCIAL RESULTS
Company reports record revenue and operating income
        
Seattle, WA - February 14, 2013 - Global supercomputer leader Cray Inc. (Nasdaq: CRAY) today announced financial results for the year and fourth quarter ended December 31, 2012. For 2012, Cray reported total revenue of $421.1 million, which compares with $236.0 million for 2011. Net income for 2012 was $161.2 million, or $4.27 per share, compared to $14.3 million, or $0.40 per share, for 2011. Income from operations for 2012 was $168.1 million compared to $1.2 million for 2011.

All figures in this release are based on U.S. GAAP unless otherwise noted. A reconciliation of GAAP to non-GAAP measures is included in the financial tables in this press release.

Non-GAAP net income, which adjusts for selected unusual and non-cash items (including the $139.1 million pre-tax gain from the Intel transaction), was $33.3 million, or $0.88 per share, for 2012, compared to non-GAAP net income of $4.7 million, or $0.13 per share, for 2011.

For the fourth quarter of 2012, revenue was $188.8 million compared to $91.6 million in the prior year period. The Company reported net income for the fourth quarter of $14.0 million, or $0.36 per share, compared to $31.0 million, or $0.85 per share, in the fourth quarter of 2011. Non-GAAP net income was $17.2 million, or $0.44 per share, for the fourth quarter of 2012, compared to non-GAAP net income of $17.1 million, or $0.47 per share for the same period last year.

Overall gross profit margin for 2012 was 36 percent compared to 40 percent in 2011. Product margin for 2012 was 35 percent, consistent with 2011 results; service margin for 2012 was 43 percent compared to 49 percent for 2011.

Operating expenses for 2012 were $122.2 million compared to $93.2 million in 2011. Compared to 2011, 2012 operating expenses were impacted by higher incentive based compensation, increased investments in our storage and big data initiatives, fewer R&D co-funding credits and additional expenses which resulted from our acquisition of Appro International.

As of December 31, 2012, cash and investments totaled $323 million.


“We had a great year across the board in 2012, highlighted by the completion of the largest supercomputer and storage system in our company's history,” said Peter Ungaro, president and CEO of Cray. “We grew substantially in 2012, posting record revenue and operating profit for the year, and have put ourselves on a path to continue to grow faster than our overall market. With our new cluster solutions and XC30 supercomputer, we've expanded our offerings in the supercomputing market, while our storage and Big

1



Data products continue to gain momentum with new customers. I'm excited about our prospects for 2013 and what we're building for the future.”

Outlook
While a wide range of results remains possible for 2013, we expect revenue to be approximately $500 million for the year. Revenue is expected to ramp quarterly during 2013 with roughly $70 million in the first quarter and about 45% of the annual revenue expected in the fourth quarter. For 2013, overall gross margins are anticipated to be in the mid-30% range. Total operating expenses for 2013 are expected to be in the range of $160 million, which includes approximately $8 million in stock-based compensation and amortization of purchased intangibles. Based on this outlook, we expect to be profitable for 2013.

The Company's 2013 effective income tax rate is currently projected to be about 40% but is dependent on a number of variables. Due to the Company's substantial net operating loss carryforwards, annual income tax provision is expected to be largely non-cash and our effective cash-tax rate is expected to be 7-10%.

Actual results for any future period are subject to large fluctuations given the nature of Cray's business.

Recent Highlights
In January, Cray announced a $23 million contract to provide two Cray XC30 supercomputers and Sonexion 1600 storage systems to Germany's National Meteorological Service - the Deutscher Wetterdienst (DWD), one of the world's premier numerical weather prediction centers.
In December, Cray announced it was awarded a $39 million contract from the North-German Supercomputing Alliance (HLRN) to deliver a distributed Cray XC30 supercomputing system, which will be operated at sites in Berlin and Hannover, Germany.
In the first quarter of 2013, the Pittsburgh Supercomputing Center (PSC) launched its uRiKA graph-analytics appliance from YarcData for efficiently discovering unknown relationships in extremely large and complex bodies of information. Funded through the Strategic Technologies for Cyberinfrastructure program of the National Science Foundation, “Sherlock” features innovative hardware and software, as well as PSC-specific enhancements, designed to extend the range of applicability to scales not otherwise feasible.
In November, Cray completed the acquisition of Appro International, Inc.
In November, Cray expanded its Sonexion storage product line with the launch of the Cray Sonexion 1600 system. This next generation of Cray's integrated storage appliance offers substantial improvements in performance, density, installation time and ease of use.
In November, Cray announced the completion of the final milestone of its Defense Advanced Research Projects Agency (DARPA) contract related to the development of its next generation “Cascade” supercomputer. Cray began shipping this system as the Cray XC30 supercomputer late in 2012.

Conference Call Information
Cray will host a conference call today, Thursday, Feb. 14, 2013 at 1:30 p.m. PST (4:30 p.m. EST) to discuss its full year and fourth quarter 2012 financial results. To access the call, please dial into the conference at least 10 minutes prior to the beginning of the call at (855) 894-4205 and enter access code 97433832. International callers may dial (832) 900-4685 and enter the access code 97433832. To listen to the audio webcast, go to the Investors section of the Cray website at http://investors.cray.com.

If you are unable to attend the live conference call, an audio webcast replay will be available in the Investors section of the Cray website for 180 days. A replay of the call will be available by dialing (855)

2



859-2056, and entering the access code 97433832. The conference call replay will be available for 72 hours, beginning at 4:30 p.m. PST (7:30 p.m. EST) on Thursday, February 14.

Use of Non-GAAP Financial Measures
This press release contains “non-GAAP financial measures” under the rules of the U.S. Securities and Exchange Commission. A reconciliation of GAAP to non-GAAP results is included in the financial tables included in this press release. Management believes that the non-GAAP financial measures provide additional insight for analysts and investors in evaluating Cray's financial and operational performance in the same way that the management evaluates the company's financial performance. However, these non-GAAP financial measures have limitations as an analytical tool, as they exclude the financial impact of transactions necessary or advisable for the conduct of Cray's business, such as the granting of equity compensation awards, and are not intended to be an alternative to financial measures prepared in accordance with GAAP. Hence, to compensate for these limitations, management does not review these non-GAAP financial metrics in isolation from its GAAP results, nor should investors.
Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. This non-GAAP information supplements, and is not intended to represent a measure of performance in accordance with, or disclosures, required by generally accepted accounting principles, or GAAP. These measures are adjusted as described in the reconciliation of GAAP to non-GAAP numbers at the end of this release, but these adjustments should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non-recurring. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. Investors are advised to carefully review and consider this non-GAAP information as well as the GAAP financial results that are disclosed in Cray's SEC filings.
About Cray Inc.
Global supercomputing leader Cray Inc. (Nasdaq: CRAY) provides innovative systems and solutions enabling scientists and engineers in industry, academia and government to meet existing and future simulation and analytics challenges. Leveraging 40 years of experience in developing and servicing the world's most advanced supercomputers, Cray offers a comprehensive portfolio of high performance computing (HPC) systems, storage, and Big Data solutions delivering unrivaled performance, efficiency and scalability. Cray's Adaptive Supercomputing vision is focused on delivering innovative next-generation products that integrate diverse processing technologies into a unified architecture, allowing customers to surpass today's limitations and meeting the market's continued demand for realized performance. Go to www.cray.com for more information.

Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, including, but not limited to, statements related to Cray's financial guidance and expected future operating results and its product delivery plans. These statements involve current expectations, forecasts of future events and other statements that are not historical facts. Inaccurate assumptions as well as known and unknown risks and uncertainties can affect the accuracy of forward-looking statements and cause actual results to differ materially from those anticipated by these forward-looking statements. Factors that could affect actual future events or results include, but are not limited to, the risk that Cray does not achieve the operational or financial results that it expects, the risk that Cray is not able to successfully complete its planned product development efforts in a timely fashion or at all, the risk that Cray is not able to realize the expected benefits of the acquisition of Appro, the risk that Cray's Big Data and storage growth initiatives are not successful, the risk that Cray will not be able to secure orders for Cray systems to be delivered and accepted in 2013 when or at the levels expected, the risk that the systems ordered by customers are not

3



delivered when expected or do not perform as expected once delivered, the risk that customer acceptances are not received when expected or at all, the risk that Cray is not able to achieve anticipated gross margin or expense levels, and such other risks as identified in the company's quarterly report on Form 10-Q for the period ended September 30, 2012, and from time to time in other reports filed by Cray with the U.S. Securities and Exchange Commission. You should not rely unduly on these forward-looking statements, which apply only as of the date of this release. Cray undertakes no duty to publicly announce or report revisions to these statements as new information becomes available that may change the company's expectations.

###

Cray is a registered trademark of Cray Inc. in the United States and other countries and Cray XC, Sonexion, uRiKA and YarcData are trademarks of Cray Inc. Other product and service names mentioned herein are the trademarks of their respective owners.




4



CRAY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands, except per share data)
 
 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
 
2012
 
2011
 
2012
 
2011
Revenue:
 
 
 
 
 
 
 
Product
$
170,961

 
$
75,223

 
$
353,767

 
$
155,561

Service
17,868

 
16,331

 
67,291

 
80,485

Total revenue
188,829

 
91,554

 
421,058

 
236,046

Cost of revenue:
 
 
 
 
 
 
 
Cost of product revenue
123,692

 
46,894

 
231,237

 
101,000

Cost of service revenue
10,942

 
9,532

 
38,643

 
40,680

Total cost of revenue
134,634

 
56,426

 
269,880

 
141,680

Gross profit
54,195

 
35,128

 
151,178

 
94,366

Operating expenses:
 
 
 
 
 
 
 
Research and development, net
18,177

 
6,583

 
64,303

 
49,452

Sales and marketing
12,579

 
7,172

 
37,180

 
26,134

General and administrative
7,282

 
4,233

 
20,707

 
15,840

Restructuring

 
(80
)
 

 
1,783

Total operating expenses
38,038

 
17,908

 
122,190

 
93,209

Net Gain on sale of interconnect hardware development program

 

 
139,068

 

Income from operations
16,157

 
17,220

 
168,056

 
1,157

Other income (expense), net
(101
)
 
(652
)
 
472

 
(989
)
Interest income, net
60

 
(93
)
 
204

 
(33
)
Income before income taxes
16,116

 
16,475

 
168,732

 
135

Income tax (expense) benefit
(2,110
)
 
14,529

 
(7,491
)
 
14,194

Net income
$
14,006

 
$
31,004

 
$
161,241

 
$
14,329

Basic net income per common share
$
0.38

 
$
0.88

 
$
4.42

 
$
0.41

Diluted net income per common share
$
0.36

 
$
0.85

 
$
4.27

 
$
0.40

Basic weighted average shares outstanding
37,130

 
35,380

 
36,509

 
35,122

Diluted weighted average shares outstanding
38,917

 
36,432

 
37,789

 
36,072




5



CRAY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
 
 
December 31,
2012
 
December 31,
2011
ASSETS
Current assets:
 
 
 
 
  Cash and cash equivalents
 
$
253,065

 
$
50,411

  Restricted cash
 

 
3,776

  Short-term investments
 
52,563

 

  Accounts and other receivables, net
 
13,440

 
72,381

  Inventory
 
89,796

 
97,881

  Prepaid expenses and other current assets
 
11,823

 
12,932

  Total current assets
 
420,687

 
237,381

  Long-term investments
 
17,577

 

  Property and equipment, net
 
25,543

 
16,462

  Service inventory, net
 
1,490

 
1,611

  Goodwill
 
14,182

 

  Purchased intangible assets, net
 
7,981

 

  Deferred tax asset
 
10,041

 
13,352

  Other non-current assets
 
12,813

 
14,293

  TOTAL ASSETS
 
$
510,314

 
$
283,099

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
 
 
 
 
  Accounts payable
 
$
34,732

 
$
38,328

  Accrued payroll and related expenses
 
25,927

 
11,270

  Other accrued liabilities
 
8,616

 
5,414

  Deferred revenue
 
68,060

 
44,636

  Total current liabilities
 
137,335

 
99,648

  Long-term deferred revenue
 
29,254

 
14,184

  Other non-current liabilities
 
3,179

 
2,453

  TOTAL LIABILITIES
 
169,768

 
116,285

Shareholders’ equity:
 
 
 
 
Preferred stock
 

 

Common stock and additional paid-in capital
 
577,938

 
564,148

Accumulated other comprehensive income
 
5,181

 
6,480

Accumulated deficit
 
(242,573
)
 
(403,814
)
  TOTAL SHAREHOLDERS’ EQUITY
 
340,546

 
166,814

  TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
510,314

 
$
283,099




6



CRAY INC. AND SUBSIDIARIES
Reconciliation of Selected U.S. GAAP Measures to non-GAAP Measures
GAAP to non-GAAP Net Income
(Unaudited; in millions except per share amounts)


 
 
Three months ended December 31,
 
Twelve months ended December 31,
 
 
2012
 
2011
 
2012
 
2011
GAAP Net Income
 
$
14.0

 
$
31.0

 
$
161.2

 
$
14.3

 
 
 
 
 
 
 
 
 
   Non-GAAP adjustments impacting gross profit
 
 
 
 
 
 
 
 
  Share-based compensation
(1)
0.1

 
0.1

 
0.3

 
0.5

  Amortization of acquired intangibles
(3)
0.2

 

 
0.2

 

Total adjustments impacting gross profit
 
0.3

 
0.1

 
0.5

 
0.5

 
 
 
 
 
 
 
 
 
Non-GAAP adjustments impacting operating expenses
 
 
 
 
 
 
 
 
Share-based compensation
(1)
1.6

 
0.8

 
5.6

 
3.1

Restructuring charges
(2)

 
(0.1
)
 

 
1.8

Amortization of acquired intangibles
(3)
0.1

 

 
0.1

 

Acquisition costs
(3)
0.9

 

 
0.9

 

Total adjustments impacting operating expenses
 
2.6

 
0.7

 
6.6

 
4.9

 
 
 
 
 
 
 
 
 
Gain on sale to Intel
(4)

 

 
(139.1
)
 

 
 
 
 
 
 
 
 
 
Non-GAAP adjustments impacting tax provision
 
 
 
 
 
 
 
 
Income tax on reconciling items
(5)
(0.1
)
 

 
4.4

 
(0.3
)
Other items impacting tax provision
(6)
0.4

 
(14.7
)
 
(0.3
)
 
(14.7
)
Total adjustments impacting tax provision
 
0.3

 
(14.7
)
 
4.1

 
(15.0
)
 
 
 
 
 
 
 
 
 
Non-GAAP Net Income
 
$
17.2

 
$
17.1

 
$
33.3

 
$
4.7

 
 
 
 
 
 
 
 
 
Non-GAAP Net Income per common share
 
$
0.44

 
$
0.47

 
$
0.88

 
$
0.13

 
 
 
 
 
 
 
 
 
Diluted weighted average shares
 
38.9

 
36.4

 
37.8

 
36.1

 
 
 
 
 
 
 
 
 
Notes
 
 
 
 
 
 
 
 
(1) Adjustments to exclude non-cash expenses related to share-based compensation
(2) Restructuring charges consisted primarily of severance expense
(3) Adjustments to exclude amortization of acquired intangible assets and other acquisition-related charges related to recent Appro acquisition
(4) Adjustment to exclude gain on divestiture of interconnect hardware development program in Q2 2012
(5) Tax impact associated with reconciling items at non-GAAP tax rate
(6) Adjustments to reflect cash tax impact considering benefits principally related to Company's net operating loss carryforwards and changes in Company's valuation allowance held against deferred tax assets


7
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