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 |
| | |
| (Title of class) | |
| ☐ Accelerated filer |
| ☒ Smaller reporting company |
☐ Emerging growth company | |
Page
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Part I – Financial Information
|
||||
Item 1.
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Financial Statements (unaudited):
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|||
Balance Sheets as of March 31, 2023 and December 31, 2022
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3
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Statements for the Periods ended March 31, 2023 and 2022:
|
||||
Income
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4
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|||
Cash Flows
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5
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|||
Changes in Members' Equity
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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
|
|||
Condition and Results of Operations
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9 - 15
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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15
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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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March 31,
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December 31,
|
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2023
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2022
|
|||
(unaudited)
|
||||
Current Assets:
|
|
|||
Cash
|
$
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|
$
|
|
Rent Receivable
|
|
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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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|
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Accumulated Depreciation and Amortization
|
( |
( |
||
Real Estate Held for Investment, Net
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|
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||
Real Estate Held for Sale
|
|
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Total Real Estate Investments
|
|
|
|
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Total Assets
|
$
|
|
$
|
|
Current Liabilities:
|
|
|
|
|
Payable to AEI Fund Management, Inc.
|
$
|
|
$
|
|
Distributions Payable
|
|
|
|
|
Unearned Rent
|
|
|
|
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Total Current Liabilities
|
|
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Members’ Equity:
|
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Managing Members
|
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Limited Members – as of 3/31/2023 and 12/31/2022 |
|
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Total Members’ Equity
|
|
|
|
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Total Liabilities and Members’ Equity
|
$
|
|
$
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|
|
Three Months Ended March 31
|
|||
|
2023
|
|
2022
|
|
|
|
|
|
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Rental Income
|
$
|
|
$
|
|
|
|
|
|
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Expenses:
|
|
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LLC Administration – Affiliates
|
|
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LLC Administration and Property
Management – Unrelated Parties
|
|
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Depreciation and Amortization
|
|
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Total Expenses
|
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|
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Operating Income
|
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|
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Other Income:
|
|
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Gain (Loss) on Sale of Real Estate
|
|
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Interest Income
|
|
|
|
|
Total Other Income
|
|
|
|
|
|
|
|
|
|
Net Income
|
$
|
|
$
|
|
|
|
|
|
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Net Income (Loss) Allocated:
|
|
|
|
|
Managing Members
|
$
|
|
$
|
|
Limited Members
|
|
|
|
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Total
|
$
|
|
$
|
|
|
|
|
|
|
Net Income (Loss) per LLC Unit
|
$
|
|
$
|
|
|
|
|
|
|
Weighted Average Units Outstanding –
Basic and Diluted
|
|
|
|
|
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|
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|
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Three Months Ended March 31
|
|||
|
2023
|
|
2022
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
Net Income (Loss)
|
$
|
|
$
|
|
|
|
|
|
|
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:
|
|
|
|
|
Proceeds from Sale of Real Estate
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
Distributions Paid to Members
|
|
( |
|
( |
|
|
|
|
|
Net Increase (Decrease) in Cash
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
$
|
|
$
|
|
|
|
|
|
|
Managing Members
|
|
Limited Members
|
|
Total
|
|
Limited Member Units Outstanding
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2021
|
$
|
( |
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
( |
|
( |
|
( |
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2022
|
$
|
( |
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared
|
|
( |
|
( |
|
( |
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2023
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Dated: May 15, 2023
|
AEI Income & Growth Fund 25 LLC
|
|
By:
|
AEI Fund Management XXI, Inc.
|
|
Its:
|
Managing Member
|
|
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: May 15, 2023
|
/s/ Marni J Nygard |
Marni J. Nygard, President
|
|
AEI Fund Management XXI, Inc.
|
|
Managing General Partner
|
Date: May 15, 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
|
||
May 15, 2023
|
||
/s/ Keith E Petersen |
||
Keith E. Petersen, Chief Financial Officer
|
||
AEI Fund Management XXI, Inc.
|
||
Managing General Partner
|
||
May 15, 2023
|
Balance Sheet (Parentheticals) - Limited Partner [Member] - shares |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Limited Members, units authorized | 50,000 | 50,000 |
Limited Members, units issued | 38,961.72 | 38,961.72 |
Limited Members, units outstanding | 38,961.72 | 38,961.72 |
Statement of Operations - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Income Statement [Abstract] | ||
Rental Income | $ 400,144 | $ 435,366 |
Expenses: | ||
LLC Administration – Affiliates | 80,589 | 70,409 |
LLC Administration and Property Management – Unrelated Parties | 71,368 | 51,629 |
Depreciation and Amortization | 190,343 | 228,393 |
Total Expenses | 342,300 | 350,431 |
Operating Income | 57,844 | 84,935 |
Other Income: | ||
Gain (Loss) on Sale of Real Estate | 44,186 | 0 |
Interest Income | 13,681 | 145 |
Total Other Income | 57,867 | 145 |
Net Income | 115,711 | 85,080 |
Net Income (Loss) Allocated: | ||
Managing Members | 4,264 | 2,552 |
Limited Members | 111,447 | 82,528 |
Net Income | $ 115,711 | $ 85,080 |
Net Income (Loss) per LLC Unit (in Dollars per share) | $ 2.86 | $ 2.12 |
Weighted Average Units Outstanding – Basic and Diluted (in Shares) | 38,962 | 38,962 |
Statement of Cash Flows - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Cash Flows from Operating Activities: | ||
Net Income (Loss) | $ 115,711 | $ 85,080 |
Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities: | ||
Depreciation and Amortization | 211,626 | 249,561 |
Gain on Sale of Real Estate | (44,186) | 0 |
(Increase) Decrease in Rent Receivable | 1,751 | 11,227 |
Increase (Decrease) in Payable to AEI Fund Management, Inc. | 62,515 | 9,896 |
Increase (Decrease) in Unearned Rent | 13,119 | (14,660) |
Total Adjustments | 244,825 | 256,024 |
Net Cash Provided By (Used For) Operating Activities | 360,536 | 341,104 |
Cash Flows from Investing Activities: | ||
Proceeds from Sale of Real Estate | 1,418,133 | 0 |
Cash Flows from Financing Activities: | ||
Distributions Paid to Members | (286,181) | (286,181) |
Net Increase (Decrease) in Cash | 1,492,488 | 54,923 |
Cash, beginning of period | 1,762,822 | 656,658 |
Cash, end of period | $ 3,255,310 | $ 711,581 |
Statement of Changes in Members' Equity - USD ($) |
General Partner [Member] |
Limited Partner [Member] |
Total |
---|---|---|---|
Balance at Dec. 31, 2021 | $ (29,966) | $ 19,024,740 | $ 18,994,774 |
Balance (in Shares) at Dec. 31, 2021 | 38,961.72 | ||
Distributions Declared | (8,586) | $ (277,595) | (286,181) |
Net Income | 2,552 | 82,528 | 85,080 |
Balance at Mar. 31, 2022 | (36,000) | $ 18,829,673 | 18,793,673 |
Balance (in Shares) at Mar. 31, 2022 | 38,961.72 | ||
Balance at Dec. 31, 2022 | 4,747 | $ 18,711,412 | 18,716,159 |
Balance (in Shares) at Dec. 31, 2022 | 38,961.72 | ||
Distributions Declared | (8,586) | $ (277,596) | (286,182) |
Net Income | 4,264 | 111,447 | 115,711 |
Balance at Mar. 31, 2023 | $ 425 | $ 18,545,263 | $ 18,545,688 |
Balance (in Shares) at Mar. 31, 2023 | 38,961.72 |
Basis of Accounting |
3 Months Ended |
---|---|
Mar. 31, 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 |
3 Months Ended |
---|---|
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] |
(2) Organization –
AEI Income & Growth Fund 25 LLC (the “Company”), a Limited Liability Company, was formed on June 24, 2002 to acquire and lease commercial properties to operating tenants. The Company’s operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing Member. Robert P. Johnson, the previous Chief Executive Officer and sole director of AFM, served as the Special Managing Member until his withdrawal date effective March 31, 2020. 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 Company.
|
Recently Issued Accounting Pronouncements |
3 Months Ended |
---|---|
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] |
(3) Recently Adopted Accounting Pronouncements –
Effective January 1, 2023, the Company 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 Company's financial statements.
|
Real Estate Investments |
3 Months Ended |
---|---|
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Real Estate Disclosure [Text Block] |
(4) Real Estate Investments –
The Company owned a 60% interest in a former Sports Authority store in Wichita, Kansas. On March 2, 2016, the tenant, TSA Stores, Inc., and its parent company, The Sports Authority, Inc., the guarantor of the lease, filed for Chapter 11 bankruptcy reorganization. In June 2016, the tenant filed a motion with the bankruptcy court to reject the lease for this store effective June 30, 2016, at which time the tenant returned possession of the property to the owners. As of December 31, 2020, the tenant owed $29,049 of past due rent, which was not recorded for financial reporting purposes. On March 23, 2021, a motion to dismiss the bankruptcy case was issued by a federal judge to The Sports Authority, Inc., the Company will therefore not be receiving any of the past due rent. The owners listed the property for lease with a real estate broker in the Wichita area. While the property was vacant, the Company was responsible for its 60% share of real estate taxes and other costs associated with maintaining the property.
On September 21, 2017, the Company entered into a lease agreement with a primary term of 10 years with Biomat USA, Inc. (“Biomat”) as a replacement tenant for 28% of the square footage of the property. The tenant operates a Biomat USA Plasma Center in the space. The Company’s 60% share of annual rent, which commenced on June 18, 2018, is $55,607. Biomat agreed to pay for the costs to divide the building into two separate spaces, the costs of tenant improvements to remodel the Biomat space and 28% of the cost to replace the roof. On August 27, 2019, the Company entered into a lease agreement with a primary term of 10 years with BigTime Fun Center, LLC as a replacement tenant for 57% of the square footage of the property. The tenant was to operate an indoor sports entertainment center in the space. The Company’s 60% share of annual rent, which was to commence on February 23, 2020, was $117,000. As part of the agreement, the Company would pay a tenant improvement allowance of $96,000 when certain conditions were met by the tenant. Due to ongoing difficulties due to the COVID-19 pandemic the Company was negotiating a rent commencement date of April 1, 2021. As a part of the negotiations the tenant improvement allowance was to be replaced with a ten month rent abatement starting April 1, 2021. Additionally, this agreement would forebear rent and additional charges for the period from February 23, 2020 to March 31, 2021. In September 2019, the Company paid $49,140 to a real estate broker for its 60% share of the lease commission due as part of the lease transaction. This amount was capitalized and was to be amortized over the term of the lease. On January 22, 2021, the owner of Big Time Fun Center, LLC informed the Company it did not intend to open the Wichita property. As a result of the tenant informing the Company of their intention not to open, the full amount of the lease commission was amortized in the fourth quarter of 2020. In September 2022, the Company entered into an agreement to sell its 60% interest in the Biomat medical center in Wichita, Kansas to an unrelated third party. The property was classified as real estate held for sale at December 31, 2022. On February 9, 2023, the sale closed with the Company receiving net proceeds of $1,418,133, which resulted in a net gain of $44,186. At the time of sale, the cost and related accumulated depreciation was $2,839,297 and $1,465,350, respectively.
The Company owns a 100% interest in a Premier Diagnostic Imaging Center in Terre Haute, Indiana. On May 31, 2022, the lease term ended, and the tenant returned possession of the property to the owners. While the property is vacant, the Company is responsible for its 100% share of real estate taxes and other costs associated with maintaining the property. The owners have listed the property for lease or sale with a real estate broker in the Terre Haute area. The annual rent from this property represented approximately 12% of the total annual rent of the Company’s property portfolio in 2022. The loss of rent and increased expenses related to this property decreased the Company’s cash flow. However, at this time, the Company does not anticipate the need to reduce its regular quarterly cash distribution.
|
Payable to AEI Fund Management, Inc. |
3 Months Ended |
---|---|
Mar. 31, 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 Company. 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.
|
Members' Equity |
3 Months Ended |
---|---|
Mar. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Members' Equity Notes Disclosure [Text Block] |
(6) Members’ Equity –
For the three months ended March 31, 2023 and 2022, the Company declared distributions of $286,182 and $286,181, respectively. The Limited Members were allocated distributions of $277,596 and $277,595 and the Managing Members were allocated distributions of $8,586 for the periods ended March 31, 2023 and 2022. The Limited Members’ distributions represented $7.12 per LLC Unit outstanding using 38,962 weighted average Units for both periods. The distributions represented $2.86 and $2.12 per Unit of Net Income and $4.26 and $5.00 per Unit of return of contributed capital in 2023 and 2022, respectively.
|
Fair Value Measurements |
3 Months Ended |
---|---|
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] |
(7) Fair Value Measurements –
At March 31, 2023 and December 31, 2022, the Company had no financial assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.
|
Members' Equity (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Members' Equity (Details) [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 286,182 | $ 286,181 |
Limited Partner [Member] | ||
Members' Equity (Details) [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 277,596 | $ 277,595 |
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ 7.12 | |
Weighted Average Limited Partnership Units Outstanding, Basic | 38,962 | 38,962 |
DistributionsPerUnitOfNetIncome | $ 2.86 | $ 2.12 |
DistributionsPerUnitOfReturnOfCapital | $ 4.26 | $ 5 |
General Partner [Member] | ||
Members' Equity (Details) [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 8,586 | $ 8,586 |
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