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): November 9, 2011
OCLARO, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-30684 | 20-1303994 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2560 Junction Avenue, San Jose, California |
95134 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (408) 383-1400
(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 November 9, 2011, Oclaro, Inc. (the Company) announced its financial results for the fiscal quarter ended October 1, 2011 and provided a related investor presentation. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 and the related investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 furnished herewith) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
|
Description | |
99.1
|
Press Release issued by the Registrant on November 9, 2011. | |
99.2
|
Investor Presentation issued by the Registrant on November 9, 2011. |
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.
OCLARO, INC. | ||||
Date: November 9, 2011
|
By: | /s/ Jerry Turin | ||
Jerry Turin | ||||
Chief Financial Officer |
EXHIBIT LIST
Exhibit No.
|
Description | |||
99.1
|
Press Release issued by the Registrant on November 9, 2011. | |||
99.2
|
Investor Presentation issued by the Registrant on November 9, 2011. |
| Revenues were $105.8 million for the first quarter of fiscal 2012, compared to revenues of $109.2 million in the fourth quarter of fiscal 2011. | ||
| GAAP gross margin was 23% for the first quarter of fiscal 2012, compared to a GAAP gross margin of 23% in the fourth quarter of fiscal 2011. |
| Non-GAAP gross margin was 23% for the first quarter of fiscal 2012, compared to a non-GAAP gross margin of 23% in the fourth quarter of fiscal 2011. |
| GAAP operating loss was $10.2 million for the first quarter of fiscal 2012, compared to a GAAP operating loss of $33.6 million in the fourth quarter of fiscal 2011, which included $20 million of impairment charges following the companys annual review of goodwill. |
| Non-GAAP operating loss was $9.6 million, or 9% of revenues, for the first quarter of fiscal 2012, compared to a non-GAAP operating loss of $9.4 million, or 9% of revenues, in the fourth quarter of fiscal 2011. |
| Adjusted EBITDA was negative $4.5 million for the first quarter of fiscal 2012, compared to negative $4.7 million in the fourth quarter of fiscal 2011. | ||
| GAAP net loss for the first quarter of fiscal 2012 was $10.2 million, compared to a GAAP net loss of $36.7 million in the fourth quarter of fiscal 2011, which in 2011 included $20 million of impairment charges following the companys annual review of goodwill. |
| Non-GAAP net loss for the first quarter of fiscal 2012 was $11.0 million, compared to a non-GAAP net loss of $10.0 million in the fourth quarter of fiscal 2011. |
| Cash, cash equivalents and restricted cash were $51.7 million as of October 1, 2011. |
| On July 26, 2011 the company secured an increase in its line of credit from $25 million to $45 million and extended its term through August 1, 2014. As of October 1, 2011, the amount drawn under the line was $19.5 million. |
| Revenues in the range of $75 million to $85 million. |
| Non-GAAP gross margin in the range of 13% to 17%. |
| Adjusted EBITDA in the range of negative $18 million to negative $13 million. |
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Oclaro, Inc. Contact
|
Investor Contact | |
Jerry Turin
|
Jim Fanucchi | |
Chief Financial Officer
|
Summit IR Group Inc. | |
(408) 383-1400
|
(408) 404-5400 | |
ir@oclaro.com
|
ir@oclaro.com |
- 5 -
Three Months Ended | ||||||||||||
October 1, | July 2, | October 2, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
Revenues |
$ | 105,821 | $ | 109,178 | $ | 121,347 | ||||||
Cost of revenues |
81,788 | 84,523 | 86,521 | |||||||||
Gross profit |
24,033 | 24,655 | 34,826 | |||||||||
Operating expenses: |
||||||||||||
Research and development |
17,667 | 18,865 | 13,711 | |||||||||
Selling, general and administrative |
17,534 | 16,718 | 14,813 | |||||||||
Amortization of intangible assets |
726 | 725 | 619 | |||||||||
Restructuring, acquisition and related costs |
(1,765 | ) | 1,877 | 670 | ||||||||
Impairment of goodwill |
| 20,000 | | |||||||||
(Gain) loss on sale of property and equipment |
60 | 100 | (21 | ) | ||||||||
Total operating expenses |
34,222 | 58,285 | 29,792 | |||||||||
Operating income (loss) |
(10,189 | ) | (33,630 | ) | 5,034 | |||||||
Other income (expense): |
||||||||||||
Interest income (expense), net |
(157 | ) | (472 | ) | (566 | ) | ||||||
Gain (loss) on foreign currency translation |
1,392 | (2,436 | ) | (3,587 | ) | |||||||
Total other income (expense) |
1,235 | (2,908 | ) | (4,153 | ) | |||||||
Income (loss) before income taxes |
(8,954 | ) | (36,538 | ) | 881 | |||||||
Income tax provision |
1,222 | 203 | 525 | |||||||||
Net income (loss) |
$ | (10,176 | ) | $ | (36,741 | ) | $ | 356 | ||||
Net income (loss) per share: |
||||||||||||
Basic |
$ | (0.21 | ) | $ | (0.75 | ) | $ | 0.01 | ||||
Diluted |
$ | (0.21 | ) | $ | (0.75 | ) | $ | 0.01 | ||||
Shares used in computing net income (loss) per share: |
||||||||||||
Basic |
49,448 | 48,811 | 48,115 | |||||||||
Diluted |
49,448 | 48,811 | 50,984 | |||||||||
Stock-based compensation included in the following: |
||||||||||||
Cost of revenues |
$ | 309 | $ | 373 | $ | 310 | ||||||
Research and development |
367 | 361 | 318 | |||||||||
Selling, general and administrative |
907 | 941 | 730 | |||||||||
Total |
$ | 1,583 | $ | 1,675 | $ | 1,358 | ||||||
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October 1, 2011 | July 2, 2011 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 51,051 | $ | 62,783 | ||||
Restricted cash |
631 | 574 | ||||||
Accounts receivable, net |
81,219 | 82,868 | ||||||
Inventories |
100,535 | 102,201 | ||||||
Prepaid expenses and other current assets |
12,887 | 16,495 | ||||||
Total current assets |
246,323 | 264,921 | ||||||
Property and equipment, net |
69,470 | 69,374 | ||||||
Other intangible assets, net |
18,919 | 19,698 | ||||||
Goodwill |
10,904 | 10,904 | ||||||
Other non-current assets |
13,964 | 10,277 | ||||||
Total assets |
$ | 359,580 | $ | 375,174 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 51,349 | $ | 66,179 | ||||
Accrued expenses and other liabilities |
47,111 | 60,703 | ||||||
Credit line payable |
19,500 | | ||||||
Total current liabilities |
117,960 | 126,882 | ||||||
Deferred gain on sale-leaseback |
12,345 | 12,920 | ||||||
Other long-term liabilities |
6,196 | 6,277 | ||||||
Total liabilities |
136,501 | 146,079 | ||||||
Stockholders equity: |
||||||||
Common stock |
506 | 505 | ||||||
Additional paid-in capital |
1,322,663 | 1,313,931 | ||||||
Accumulated other comprehensive income |
36,157 | 40,730 | ||||||
Accumulated deficit |
(1,136,247 | ) | (1,126,071 | ) | ||||
Total stockholders equity |
223,079 | 229,095 | ||||||
Total liabilities and stockholders equity |
$ | 359,580 | $ | 375,174 | ||||
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Three Months Ended | ||||||||||||
October 1, | July 2, | October 2, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
Reconciliation of GAAP net income (loss) to
non-GAAP net income (loss) and adjusted EBITDA: |
||||||||||||
GAAP net income (loss) |
$ | (10,176 | ) | $ | (36,741 | ) | $ | 356 | ||||
Stock-based compensation included in: |
||||||||||||
Cost of revenues |
309 | 373 | 310 | |||||||||
Research and development |
367 | 361 | 318 | |||||||||
Selling, general and administrative |
907 | 941 | 730 | |||||||||
Amortization expense |
726 | 725 | 619 | |||||||||
Restructuring, acquisition and related costs |
(1,765 | ) | 1,877 | 670 | ||||||||
Impairment of goodwill |
| 20,000 | | |||||||||
(Gain) loss on foreign currency translation |
(1,392 | ) | 2,436 | 3,587 | ||||||||
Non-GAAP net income (loss) |
(11,024 | ) | (10,028 | ) | 6,590 | |||||||
Income tax provision |
1,222 | 203 | 525 | |||||||||
Depreciation expense |
5,116 | 4,612 | 3,214 | |||||||||
Interest (income) expense, net |
157 | 472 | 566 | |||||||||
Adjusted EBITDA |
$ | (4,529 | ) | $ | (4,741 | ) | $ | 10,895 | ||||
Non-GAAP net income (loss) per share: |
||||||||||||
Basic |
$ | (0.22 | ) | $ | (0.21 | ) | $ | 0.14 | ||||
Diluted |
$ | (0.22 | ) | $ | (0.21 | ) | $ | 0.13 | ||||
Shares used in computing Non-GAAP net income (loss)
per share: |
||||||||||||
Basic |
49,448 | 48,811 | 48,115 | |||||||||
Diluted |
49,448 | 48,811 | 50,984 | |||||||||
Reconciliation of GAAP gross margin rate to
non-GAAP gross margin rate: |
||||||||||||
GAAP gross profit |
$ | 24,033 | $ | 24,655 | $ | 34,826 | ||||||
Stock-based compensation in cost of revenues |
309 | 373 | 310 | |||||||||
Non-GAAP gross profit |
$ | 24,342 | $ | 25,028 | $ | 35,136 | ||||||
GAAP gross margin rate |
22.7 | % | 22.6 | % | 28.7 | % | ||||||
Non-GAAP gross margin rate |
23.0 | % | 22.9 | % | 29.0 | % | ||||||
Reconciliation of GAAP operating income (loss) to
non-GAAP operating income (loss): |
||||||||||||
GAAP operating income (loss) |
$ | (10,189 | ) | $ | (33,630 | ) | $ | 5,034 | ||||
Stock-based compensation included in: |
||||||||||||
Cost of revenues |
309 | 373 | 310 | |||||||||
Research and development |
367 | 361 | 318 | |||||||||
Selling, general and administrative |
907 | 941 | 730 | |||||||||
Amortization of intangible assets |
726 | 725 | 619 | |||||||||
Restructuring, acquisition and related costs |
(1,765 | ) | 1,877 | 670 | ||||||||
Impairment of goodwill |
| 20,000 | | |||||||||
Non-GAAP operating income (loss) |
$ | (9,645 | ) | $ | (9,353 | ) | $ | 7,681 | ||||
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Q1 Fiscal Year 2012 Summary Alain Couder Chairman & CEO Jerry Turin CFO |
This presentation, including the statements made by management, contain statements about management's future expectations, plans or prospects of Oclaro, Inc. and its business, and together with the assumptions underlying these statements, constitute forward-looking statements for the purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements concerning (i) financial targets and expectations, and progress toward our targeted business model, including financial guidance for the fiscal quarter ending December 31, 2011 regarding revenue, non- GAAP gross margin and Adjusted EBITDA and goals for the June 2012 quarter, (ii) the potential sale of our Shenzhen assembly and test operations to a major contract manufacturer in Shenzhen and the expected proceeds to us from such transaction, and the entrance into a supply agreement in connection with such transaction, (iii) the impact to our operations and financial condition attributable to the flooding in Thailand, (iv) the impact of acquisitions on the combined entity's financial performance, including our transformation into a tier-one supplier, (v) sources for improvement of gross margin and operating expenses, including supply chain synergies, optimizing mix of product offerings, transition to higher margin product offerings, benefits of combined R&D and sales organizations and single public company costs, including statements regarding the expectation of further synergies, (vi) opportunities to grow in adjacent markets, (vii) our organizational restructuring with the formation of two new business units focused on photonic components and networks solutions and (viii) our position with respect to our product roadmap. Such statements can be identified by the fact that they do not relate strictly to historical or current facts and may contain words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "will," "should," "outlook," "could," "target," and other words and terms of similar meaning in connection the any discussion of future operations or financial performance. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including (i) the impact to our operations and financial condition attributable to the flooding in Thailand, including the ability of our contract manufacturer to resume production within the time frame it has provided to us, (ii) our inability to reach final terms, enter into a definitive agreement or consummate the sale of our Shenzhen assembly and testing operations to a major contract manufacturer (and no guarantee can be provided that such transaction will occur, the supply agreement will result in the benefits that we expect or the transaction will result in us receiving $30 to $40 million of net cash proceeds during the first quarter of calendar year 2012 or of receiving additional potential consideration in the future, (iii) the impact of continued uncertainty in world financial markets and any resulting reduction in demand for our products, (v) our ability to maintain our gross margin, (iv) the effects of fluctuating product mix on our results, (vi) our ability to timely develop and commercialize new products, (vii) our ability to respond to evolving technologies and customer requirements, (viii) our dependence on a limited number of customers for a significant percentage of our revenues, (ix) our ability to effectively compete with companies that have greater name recognition, broader customer relationships and substantially greater financial, technical and marketing resources than we do, (x) the future performance of Oclaro, Inc. following the closing of acquisitions, (xi) the potential inability to realize the expected benefits and synergies of acquisitions, (xii) increased costs related to downsizing and compliance with regulatory compliance in connection with such downsizing, competition and pricing pressure, (xiii)the potential lack of availability of credit or opportunity for equity based financing, (xiv) the risks associated with our international operations, (xv)the outcome of tax audits or similar proceedings, (xvi) the outcome of pending litigation against the company, (xvii) our potential inability to reduce our cash and EBITDA breakeven points to target levels by the June 2012 quarter and (xviii) other factors described in Oclaro's most recent annual report on Form 10- K, most recent quarterly reports on Form 10-Q and other documents we periodically file with the SEC. The forward-looking statements included in this announcement represent Oclaro's view as of the date of this announcement. Oclaro anticipates that subsequent events and developments may cause Oclaro's views and expectations to change. Oclaro specifically disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this announcement. Forward Looking Statements |
FY12 Q1 Results |
Overview of September Quarter Revenues in line with guidanceGross margin and Adjusted EBITDA at high end of rangeCost reduction initiatives gaining tractionShipped record $15 million of high power lasers Fab transfer from Tucson to Europe now complete New Product Momentum Over $10 million in 40G DPSK transpondersLeading in Coherent modules and components$2.4 million in 40G coherent modules shipped in Q1 FY201240G/100G modulators and100G receivers shippingStrong position in 10G tunable transponders, pluggables and lasersVolume shipments of TXFP to one of top 2 OEMs and top service providerFirst to market with zero-chirp TXFP, sampling to multiple customersTwo new high power 980nm pump lasers announced including 600mW dual-chip pumpSampling high port count, 1x23 WSS Summary of Q1 FY 2012 |
Goals by June 2012 Quarter Reduce Adjusted EBITDA breakeven to $110 million revenue thresholdReduce cash flow breakeven slightly above $110 million threshold, depending on capex investments Specific Actions Targeted reduction in force. Return R&D spend back toward 13% of revenueTransfer back-end of high-power laser production from Zurich to ShenzhenInitiate next step in long-term site consolidation strategyEvaluate divestiture of non-core product linesIn final negotiations to outsource Shenzhen assembly and test operations to a major contract manufacturer for $30-$40 million net cash proceeds, plus potential additional consideration in the future. Finalizing supply agreement with acquiring company Signed new supply agreement with Fabrinet Resizing Oclaro with More Variable Cost Model |
Thailand Flooding Update Fabrinet Pinehurst FacilityProduced high-power lasers and Printed Circuit Boards (PCBA)Expect HPL production to resume November 14 Fabrinet Chokchai FacilityRemains floodedProduced tunable dispersion compensation, amplifiers and modulatorsRecovery of inventory and equipment in processPlan to restart these products in Pinehurst facility Primary objective to mitigate customer disruption |
$ millions FQ1-11SEP-10 FQ2-11DEC-10 FQ3-11MAR-11 FQ4-11JUN-11 FQ1-12SEP-11 Telecom Components 1 $ 33.9 $ 35.8 $ 33.9 $ 31.1 $ 24.8 Transmission Modules 2 22.0 24.9 24.2 22.2 24.0 Amplification, Filtering & Optical Routing 3 51.7 47.4 44.2 41.2 40.0 Industrial & Consumer 4 13.7 12.3 13.4 14.6 17.1 Total Revenues 121.3 120.3 115.7 109.2 105.8 Gross Profit (non-GAAP) 35.1 36.1 28.8 25.0 24.3 Gross Margin % 29% 30% 25% 23% 23% R&D (non-GAAP) 13.4 15.3 16.9 18.5 17.3 SG&A (non-GAAP) 14.1 14.2 15.2 15.9 16.7 Non-GAAP Operating Income $ 7.7 $ 6.6 $ (3.3) $ (9.4) $ (9.6) Adjusted EBITDA $ 10.9 $ 10.1 $ 0.7 $ (4.7) $ (4.5) Financial Highlights (1) Telecom Components include lasers, modulators, laser pumps, receivers and integrated lasers and modulators. (2) Transmission Modules include 10G and 40G transponders and transceivers. (3) Amplification, Filtering & Optical Routing includes amplifiers, micro-optics, dispersion compensation, wavelength select switching (WSS) modules, and subsystems and ROADM line cards. (4) Industrial & Consumer includes high power lasers and VCSELs. |
(CHART) Q1 FY2012 Financial Summary and Q2 Outlook (CHART) (CHART) Outlook FY Q2 2012 Outlook FY Q2 2012 Revenue $75M - $85M Gross Margin (Non-GAAP) 13%-17% Adj. EBITDA ($18M) - ($13M) (G) - Guidance Range as of November 9, 2011 $75M-$85M 13%-17% ($18M) - ($13M) |
Summary September quarterly results as expected New product momentum is accelerating Telecom market short term uncertainty continues but the drivers are strong High powered laser business has recovered from the fab transfer We are actively re-scaling in response to current market dynamics and to establish a more variable cost model We are reinforcing our commitment to our core value propositions We are facing a short term, two-quarter challenge because of Thailand with the potential to emerge from the crisis stronger than before We expect to provide updates as appropriate should circumstances discussed today change during quarter |
Trended Financial Slides |
Income Statement (unaudited, in thousands, except per share amounts) |
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES |
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES |
CONDENSED CONSOLIDATED BALANCE SHEETS |
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