0000949158-13-000016.txt : 20130430 0000949158-13-000016.hdr.sgml : 20130430 20130430160600 ACCESSION NUMBER: 0000949158-13-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130430 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130430 DATE AS OF CHANGE: 20130430 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: 13797462 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 a8k043013.htm 8-K a8k043013


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): April 30, 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 April 30, 2013, Cray Inc. announced its financial results for the first quarter ended March 31, 2013. 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 April 30, 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: April 30, 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 April 30, 2013



EX-99.1 2 ex9918k043013.htm EXHIBIT 99.1 Ex99.18K043013


Exhibit 99.1


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


CRAY INC. REPORTS FIRST QUARTER 2013 RESULTS
Company reconfirms guidance for 2013
        
Seattle, WA - April 30, 2013 - Global supercomputer leader Cray Inc. (Nasdaq: CRAY) today announced financial results for the first quarter ended March 31, 2013. Revenue for the quarter was $79.5 million compared to $112.3 million in the prior year period. Cray reported a net loss for the quarter of $7.6 million or $0.20 per share compared to net income of $5.0 million or $0.13 per share in the first quarter of 2012.

Please note, all figures in this release are based on U.S. GAAP unless otherwise noted. A reconciliation of GAAP measures to non-GAAP measures is included with the financial tables of this press release. Non-GAAP net loss, which adjusts for selected unusual and non-cash items, was $8.4 million or $0.23 per share, for the first quarter of 2013, compared to non-GAAP net income of $9.0 million, or $0.24 per share, for the first quarter 2012.

Total gross profit margin for the first quarter of 2013 was 30% compared to 40% for the first quarter of 2012. Non-GAAP total gross profit margin for the first quarter of 2013 was 32%. For the first quarter of 2013, product margin was 24% and service margin was 50%. Product margin for the first quarter of 2013 was negatively impacted in part by non-cash items related to the acquisition of Appro and the weakening of the Japanese Yen.

Operating expenses for the first quarter of 2013 were $36.9 million, consistent with the prior year period. Non-GAAP operating expenses for the first quarter of 2013 were $35.2 million.

The first quarter of 2013 operating results included $2.8 million for depreciation. Non-cash, pre-tax items excluded for non-GAAP purposes for the first quarter of 2013 were $0.6 million for amortization of acquired and other intangibles, $1.0 million for purchase accounting adjustments, and $1.7 million for stock compensation expense.

As of March 31, 2013, cash and investments totaled $251 million compared to $323 million as of December 31, 2012. Working capital at the end of the first quarter was $283 million, unchanged compared to December 31, 2012.

“We had a solid first quarter,” said Peter Ungaro, president and CEO of Cray. “In HPC, our latest generation XC30 supercomputer is off to a strong start with a number of big wins and is shipping to customers around the world, and our new CS300 cluster is gaining traction.  In Big Data, our storage and graph analytics offerings are continuing to make progress in this fast growing market.  While we have a lot of work left to do in order to achieve our outlook, we remain on track to deliver strong revenue growth and I'm excited about our prospects for the rest of the year.”


1



2013 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 $80 million in the second 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. Non-GAAP adjustments to pre-tax earnings are anticipated to be over $10 million in 2013, driven by stock-based compensation and acquisition related expenses. Based on this outlook, we expect to be profitable on a GAAP and non-GAAP basis for 2013.

Cray's 2013 effective income tax rate is currently projected to be about 40% but is dependent on a number of variables. Based on this outlook, due to Cray's substantial net operating loss carryforwards, the annual income tax provision is expected to be largely non-cash and the effective non-GAAP 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 March, Cray was awarded a $32 million contract by the Swiss National Supercomputing Centre (CSCS) to upgrade and expand its Cray XC30 supercomputer and to provide a new Sonexion storage system. The system is expected to be operational in 2014.
During the first quarter, the Japan Advanced Institute for Science and Technology (JAIST) put the first Cray XC30 supercomputer in Asia into production.
In March, Cray's YarcData division announced a strategic partnership with QinetiQ North America (QNA), a leading defense solutions and advanced technology provider, to deliver solutions around YarcData's Urika graph analytics appliance to QNA customers. In April, YarcData also announced the winners of the YarcData Graph Analytics Challenge showcasing the increasing applicability and adoption of graph analytics.
In February, Cray introduced a new solution combining the Intel Distribution for Apache Hadoop software with the Cray CS300 line of supercomputers. Cray plans to begin shipping this Big Data offering in the second quarter of 2013.
In April, Cray announced the appointment of Prith Banerjee as a member of the Board of Directors and as Chair of the Strategic Technology Assessment Committee, effective May 1, 2013. Banerjee is Chief Technology Officer and a member of the global executive committee of the ABB Group.

Conference Call Information
Cray will host a conference call today, Tuesday, April 30, 2013 at 1:15 p.m. PDT (4:15 p.m. EDT) to discuss its first quarter 2013 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 the access code 52565837. International callers should dial (832) 900-4685. 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 telephonic replay of the call will also be available by dialing (855) 859-2056, international callers dial (404) 537-3406, and entering the access code 52565837. The conference call replay will be available for 48 hours, beginning at 4:30 p.m. PDT on Tuesday, April 30, 2013.




2



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 Cray'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 and Cray's new Cluster Solutions business, the risk that Cray's Big Data growth initiatives, including storage, 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 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

3



Cray is not able to achieve anticipated gross margin or expense levels, and such other risks as identified in Cray's quarterly report on Form 10-Q for the period ended March 31, 2013, 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 Cray's expectations.

###

Cray is a registered trademark of Cray Inc. in the United States and other countries and Cray XC30, Cray CS300, Sonexion, YarcData and Urika 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
March 31,
 
2013
 
2012
Revenue:
 
 
 
Product
$
59,868

 
$
95,977

Service
19,679

 
16,330

Total revenue
79,547

 
112,307

Cost of revenue:

 

Cost of product revenue
45,570

 
57,550

Cost of service revenue
9,827

 
9,601

Total cost of revenue
55,397

 
67,151

Gross profit
24,150

 
45,156

Operating expenses:
 
 

Research and development, net
20,226

 
23,750

Sales and marketing
11,143

 
7,873

General and administrative
5,485

 
5,130

Total operating expenses
36,854

 
36,753

Income (loss) from operations
(12,704
)
 
8,403

Other income (expense), net
(335
)
 
220

Interest income (expense), net
376

 
(1
)
Income (loss) before income taxes
(12,663
)
 
8,622

Income tax (expense) benefit
5,054

 
(3,658
)
Net income (loss)
$
(7,609
)
 
$
4,964

Basic net income (loss) per common share
$
(0.20
)
 
$
0.14

Diluted net income (loss) per common share
$
(0.20
)
 
$
0.13

Basic weighted average shares outstanding
37,335

 
35,528

Diluted weighted average shares outstanding
37,335

 
36,906




5



CRAY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
 
 
March 31,
2013
 
December 31,
2012
ASSETS
Current assets:
 
 
 
 
  Cash and cash equivalents
 
$
165,455

 
$
253,065

  Short-term investments
 
72,631

 
52,563

  Accounts and other receivables, net
 
58,885

 
13,440

  Inventory
 
78,581

 
89,796

  Prepaid expenses and other current assets
 
12,905

 
11,823

  Total current assets
 
388,457

 
420,687

  Long-term investments
 
12,451

 
17,577

  Property and equipment, net
 
26,226

 
25,543

  Service inventory, net
 
1,434

 
1,490

  Goodwill
 
14,182

 
14,182

  Intangible assets other than goodwill, net
 
7,402

 
7,981

  Deferred tax assets
 
11,871

 
10,041

  Other non-current assets
 
13,637

 
12,813

  TOTAL ASSETS
 
$
475,660

 
$
510,314

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
 
 
 
 
  Accounts payable
 
$
32,618

 
$
34,732

  Accrued payroll and related expenses
 
10,280

 
25,927

  Other accrued liabilities
 
5,308

 
8,616

  Deferred revenue
 
56,788

 
68,060

  Total current liabilities
 
104,994

 
137,335

  Long-term deferred revenue
 
29,835

 
29,254

  Other non-current liabilities
 
2,812

 
3,179

  TOTAL LIABILITIES
 
137,641

 
169,768

Shareholders’ equity:
 
 
 
 
Common stock and additional paid-in capital
 
580,877

 
577,938

Accumulated other comprehensive income
 
7,395

 
5,181

Accumulated deficit
 
(250,253
)
 
(242,573
)
  TOTAL SHAREHOLDERS’ EQUITY
 
338,019

 
340,546

  TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
475,660

 
$
510,314




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
March 31,
 
 
2013
 
2012
GAAP Net Income (Loss)
 
$
(7.6
)
 
$
5.0

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

 
0.1

  Purchase accounting adjustments
(2)
1.0

 

  Amortization of acquired and other intangibles
(2)
0.5

 

Total adjustments impacting gross profit
 
1.6

 
0.1

 
 
 
 
 
Non-GAAP gross margin percentage
 
32
%
 
40
%
 
 
 
 
 
Non-GAAP adjustments impacting operating expenses:
 
 
 
 
  Share-based compensation
(1)
1.6

 
1.1

  Amortization of acquired intangibles
(2)
0.1

 

Total adjustments impacting operating expenses
 
1.7

 
1.1

 
 
 
 
 
Non-GAAP adjustments impacting tax provision:
 
 
 
 
  Income tax on reconciling items
(3)
0.3

 
(0.1
)
  Other items impacting tax provision
(4)
(4.4
)
 
2.9

Total adjustments impacting tax provision
 
(4.1
)
 
2.8

 
 
 
 
 
Non-GAAP Net Income (Loss)
 
$
(8.4
)
 
$
9.0

 
 
 
 
 
Non-GAAP Net Income (Loss) per common share
 
$
(0.23
)
 
$
0.24

 
 
 
 
 
Diluted weighted average shares
 
37.3

 
36.9

 
 
 
 
 
Notes
 
 
 
 
(1) Adjustments to exclude non-cash expenses related to share-based compensation
(2) Adjustments to exclude amortization of acquired intangible and other intangible assets and other acquisition-related charges related to the acquisition of Appro International Inc.
(3) Tax impact associated with reconciling items at non-GAAP tax rate
(4) Adjustments to reflect cash tax impact considering benefits principally related to Cray's net operating loss carryforwards and changes in Cray's valuation allowance held against deferred tax assets











7



CRAY INC.
Reconciliation of Selected U.S. GAAP Measures to non-GAAP Measures
(Unaudited; in millions, except percentages)


 
 
Three Months Ended March 31, 2013
 
 
Net Loss
Operating Loss
Gross Profit
Gross Margin
Operating Expenses
GAAP
 
$
(7.6
)
$
(12.7
)
$
24.2

30
%
$
36.9

 
 
 
 
 
 
 
Share-based compensation
(1)
1.7

1.7

0.1

 
1.6

Purchase accounting adjustments
(2)
1.0

1.0

1.0

 


Amortization of acquired intangibles
(2)
0.6

0.6

0.5

 
0.1

Income tax on reconciling items
(3)
0.3





 


Other items impacting tax provision
(4)
(4.4
)




 


Total reconciling items
 
(0.8
)
3.3

1.6

2
%
1.7

 
 
 
 
 
 
 
Non-GAAP
 
$
(8.4
)
$
(9.4
)
$
25.8

32
%
$
35.2


 
 
 
 
 
 
 
 
Three Months Ended March 31, 2012
 
 
Net Income
Operating Income
Gross Profit
Gross Margin
Operating Expenses
GAAP
 
$
5.0

$
8.4

$
45.2

40
%
$
36.8

 
 
 
 
 
 
 
Share-based compensation
(1)
1.2

1.2

0.1

 
1.1

Income tax on reconciling items
(3)
(0.1
)


 

Other items impacting tax provision
(4)
2.9





 


Total reconciling items
 
4.0

1.2

0.1

%
1.1

 
 










Non-GAAP
 
$
9.0

$
9.6

$
45.3

40
%
$
35.7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes
 
 
 
 
 
 
(1) Adjustments to exclude non-cash expenses related to share-based compensation
(2) Adjustments to exclude amortization of acquired intangible and other intangible assets and other acquisition-related charges related to the acquisition of Appro International Inc.
(3) Tax impact associated with reconciling items at non-GAAP tax rate
(4) Adjustments to reflect cash tax impact considering benefits principally related to Cray's net operating loss carryforwards and changes in Cray's valuation allowance held against deferred tax assets


8
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