Delaware | 001-36272 | 37-1744899 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
500 East Broward Boulevard, Suite 127 Fort Lauderdale, Florida | 33394 |
(Address of principal executive offices) | (Zip Code) |
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)) |
Emerging growth company o |
Exhibit Number | Description | |
99.1 | Press release, dated May 1, 2019, relating to the financial results of Element Solutions for the three months ended March 31, 2019 (furnished only) |
ELEMENT SOLUTIONS INC | ||
(Registrant) | ||
May 1, 2019 | /s/ Michael Russnok | |
(Date) | Michael Russnok | |
Chief Accounting Officer |
• | Net sales from continuing operations of $460 million, a decline of 7% on a reported basis or 3% on an organic basis |
• | Reported net loss from continuing operations of $4 million, compared to a loss of $9 million in the same period last year |
• | Adjusted EBITDA from continuing operations of $99 million, an increase of 1% over last year on a constant currency basis |
• | Cash flows used in operating activities of $32 million, free cash flows on an adjusted basis of approximately $50 million |
• | Reaffirming full year adjusted EPS guidance of $0.82 to $0.87 and adjusted EBITDA guidance of 5% to 8% growth on a constant currency basis |
• | Net sales on a reported basis for the first quarter of 2019 were $460 million, a decrease of 7% over the first quarter of 2018. Organic net sales, which exclude the impact of currency changes, certain pass-through metal prices and acquisitions decreased 3%. |
◦ | Electronics: Net sales decreased 8% to $266 million. Organic net sales decreased 5%. |
◦ | Industrial & Specialty: Net sales decreased 5% to $194 million. Organic net sales were relatively flat. |
• | Reported net loss from continuing operations for the first quarter of 2019 was $4 million, as compared to a net loss of $9 million for the first quarter of 2018. |
• | Adjusted EBITDA for the first quarter of 2019 was $99 million, a decrease of 5%. On a constant currency basis, adjusted EBITDA increased 1%. |
◦ | Electronics: Adjusted EBITDA was $56 million, a decrease of 6%. On a constant currency basis, adjusted EBITDA decreased 1%. |
◦ | Industrial & Specialty: Adjusted EBITDA was $42 million, a decrease of 4%. On a constant currency basis, adjusted EBITDA increased 3%. |
◦ | Adjusted EBITDA margin for the combined company increased by 30 basis points to 21.4%. On a constant currency basis, adjusted EBITDA margin increased by 70 basis points. |
Three Months Ended March 31, | |||||||
(amounts in millions, except per share amounts) | 2019 | 2018 | |||||
Net sales | $ | 459.8 | $ | 492.5 | |||
Cost of sales | 261.5 | 281.4 | |||||
Gross profit | 198.3 | 211.1 | |||||
Operating expenses: | |||||||
Selling, technical, general and administrative | 142.4 | 140.8 | |||||
Research and development | 10.8 | 11.4 | |||||
Total operating expenses | 153.2 | 152.2 | |||||
Operating profit | 45.1 | 58.9 | |||||
Other expense: | |||||||
Interest expense, net | (38.1 | ) | (77.2 | ) | |||
Foreign exchange gain | 27.1 | 7.5 | |||||
Other (expense) income, net | (48.0 | ) | 11.8 | ||||
Total other expense | (59.0 | ) | (57.9 | ) | |||
(Loss) income before income taxes and non-controlling interests | (13.9 | ) | 1.0 | ||||
Income tax benefit (expense) | 10.4 | (9.9 | ) | ||||
Net loss from continuing operations | (3.5 | ) | (8.9 | ) | |||
Income from discontinued operations, net of tax | 27.4 | 46.9 | |||||
Net income | 23.9 | 38.0 | |||||
Net income attributable to the non-controlling interests | (0.7 | ) | (0.7 | ) | |||
Net income attributable to common stockholders | $ | 23.2 | $ | 37.3 | |||
(Loss) earnings per share | |||||||
Basic from continuing operations | $ | (0.02 | ) | $ | (0.04 | ) | |
Basic from discontinued operations | 0.11 | 0.17 | |||||
Basic attributable to common stockholders | $ | 0.09 | $ | 0.13 | |||
Diluted from continuing operations | $ | (0.02 | ) | $ | (0.04 | ) | |
Diluted from discontinued operations | 0.11 | 0.17 | |||||
Diluted attributable to common stockholders | $ | 0.09 | $ | 0.13 | |||
Weighted average common shares outstanding | |||||||
Basic | 268.2 | 287.9 | |||||
Diluted | 268.2 | 287.9 |
March 31, | December 31, | ||||||
(amounts in millions) | 2019 | 2018 | |||||
Assets | |||||||
Cash and cash equivalents | $ | 230.4 | $ | 233.6 | |||
Accounts receivable, net of allowance for doubtful accounts of $6.9 and $7.7 at March 31, 2019 and December 31, 2018, respectively | 380.3 | 382.4 | |||||
Inventories | 202.4 | 188.1 | |||||
Prepaid expenses | 19.9 | 14.3 | |||||
Other current assets | 53.6 | 42.5 | |||||
Current assets of discontinued operations | 115.1 | 1,621.3 | |||||
Total current assets | 1,001.7 | 2,482.2 | |||||
Property, plant and equipment, net | 263.0 | 266.9 | |||||
Goodwill | 2,191.4 | 2,182.6 | |||||
Intangible assets, net | 999.9 | 1,024.5 | |||||
Other assets | 109.5 | 32.9 | |||||
Non-current assets of discontinued operations | 6.7 | 3,412.4 | |||||
Total assets | $ | 4,572.2 | $ | 9,401.5 | |||
Liabilities and stockholders' equity | |||||||
Accounts payable | $ | 110.0 | $ | 100.9 | |||
Current installments of long-term debt and revolving credit facilities | 128.0 | 25.3 | |||||
Accrued expenses and other current liabilities | 138.0 | 189.5 | |||||
Current liabilities of discontinued operations | 80.1 | 826.8 | |||||
Total current liabilities | 456.1 | 1,142.5 | |||||
Debt | 1,516.5 | 5,350.7 | |||||
Pension and post-retirement benefits | 48.6 | 49.5 | |||||
Deferred income taxes | 128.5 | 133.0 | |||||
Other liabilities | 167.3 | 128.5 | |||||
Non-current liabilities of discontinued operations | — | 416.2 | |||||
Total liabilities | 2,317.0 | 7,220.4 | |||||
Stockholders' Equity | |||||||
Preferred stock - Series A | — | — | |||||
Common stock: 400.0 shares authorized (2019: 258.0 shares issued; 2018: 289.3 shares issued) | 2.6 | 2.9 | |||||
Additional paid-in capital | 4,105.1 | 4,062.1 | |||||
Treasury stock (2019: 0.5 shares; 2018: 0.3 shares) | (5.4 | ) | (3.5 | ) | |||
Accumulated deficit | (1,605.5 | ) | (1,195.4 | ) | |||
Accumulated other comprehensive loss | (240.1 | ) | (756.9 | ) | |||
Total stockholders' equity | 2,256.7 | 2,109.2 | |||||
Non-controlling interests | (1.5 | ) | 71.9 | ||||
Total equity | 2,255.2 | 2,181.1 | |||||
Total liabilities and stockholders' equity | $ | 4,572.2 | $ | 9,401.5 |
Three Months Ended March 31, | |||||||
(amounts in millions) | 2019 | 2018 | |||||
Cash flows from operating activities: | |||||||
Net income | $ | 23.9 | $ | 38.0 | |||
Net income from discontinued operations, net of tax | 27.4 | 46.9 | |||||
Net loss from continuing operations | (3.5 | ) | (8.9 | ) | |||
Reconciliation of net loss from continuing operations to net cash flows used in operating activities: | |||||||
Depreciation and amortization | 38.7 | 40.2 | |||||
Deferred income taxes | (2.0 | ) | (0.6 | ) | |||
Foreign exchange gain | (33.0 | ) | (8.6 | ) | |||
Other, net | 75.4 | (4.5 | ) | ||||
Changes in assets and liabilities, net of acquisitions: | |||||||
Accounts receivable | 2.8 | (11.7 | ) | ||||
Inventory | (14.3 | ) | (17.0 | ) | |||
Accounts payable | 9.5 | 4.9 | |||||
Accrued expenses | (67.3 | ) | (39.5 | ) | |||
Prepaid expenses and other current assets | (4.6 | ) | 6.1 | ||||
Other assets and liabilities | (33.7 | ) | (9.8 | ) | |||
Net cash flows used in operating activities of continuing operations | (32.0 | ) | (49.4 | ) | |||
Cash flows from investing activities: | |||||||
Capital expenditures | (6.7 | ) | (4.8 | ) | |||
Proceeds from the sale of equity investment | — | 25.0 | |||||
Proceeds from Arysta Sale (net of cash $148.7 million) | 4,192.3 | — | |||||
Other, net | 8.5 | (0.8 | ) | ||||
Net cash flows provided by investing activities of continuing operations | 4,194.1 | 19.4 | |||||
Cash flows from financing activities: | |||||||
Debt proceeds, net of discount | 749.1 | — | |||||
Repayments of borrowings | (4,601.0 | ) | (0.1 | ) | |||
Change in lines of credit, net | 95.3 | 52.0 | |||||
Repurchase of common stock | (433.6 | ) | — | ||||
Payment of financing fees | (39.5 | ) | (0.6 | ) | |||
Other, net | (10.8 | ) | 0.2 | ||||
Net cash flows (used in) provided by financing activities of continuing operations | (4,240.5 | ) | 51.5 | ||||
Cash flows from discontinued operations: | |||||||
Net cash flows used in operating activities of discontinued operations | (115.9 | ) | (111.7 | ) | |||
Net cash flows used in investing activities of discontinued operations | (5.0 | ) | (12.6 | ) | |||
Net cash flows provided by financing activities of discontinued operations | 4.8 | 22.7 | |||||
Net cash flows used in discontinued operations | (116.1 | ) | (101.6 | ) | |||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 9.4 | 14.1 | |||||
Net decrease in cash, cash equivalents and restricted cash | (185.1 | ) | (66.0 | ) | |||
Cash, cash equivalents and restricted cash at beginning of period | 415.5 | 483.9 | |||||
Cash, cash equivalents and restricted cash at end of period | $ | 230.4 | $ | 417.9 |
I. UNAUDITED SEGMENT RESULTS - CONTINUING OPERATIONS | |||||||||||||
Three Months Ended March 31, | |||||||||||||
($ dollar amounts in millions) | 2019 | 2018 | Reported | Constant Currency | Organic | ||||||||
Net Sales | |||||||||||||
Electronics | $ | 265.9 | $ | 288.0 | (8%) | (4%) | (5%) | ||||||
Industrial & Specialty | 193.9 | 204.5 | (5%) | 0% | 0% | ||||||||
Total | $ | 459.8 | $ | 492.5 | (7%) | (2%) | (3%) | ||||||
Adjusted EBITDA | |||||||||||||
Electronics | $ | 56.4 | $ | 60.1 | (6%) | (1%) | |||||||
Industrial & Specialty | 42.2 | 44.0 | (4%) | 3% | |||||||||
Total | $ | 98.6 | $ | 104.1 | (5%) | 1% |
Three Months Ended March 31, | Constant Currency | ||||||||
2019 | 2018 | Change | 2019 | Change | |||||
Adjusted EBITDA Margin | |||||||||
Electronics | 21.2% | 20.9% | 30bps | 21.5% | 60bps | ||||
Industrial & Specialty | 21.8% | 21.5% | 30bps | 22.1% | 60bps | ||||
Total | 21.4% | 21.1% | 30bps | 21.8% | 70bps |
II. UNAUDITED CAPITAL STRUCTURE | |||||||||
($ dollar amounts in millions) | Maturity | Coupon | March 31, 2019 | ||||||
Instrument | |||||||||
Corporate Revolver | 1/31/2024 | LIBOR plus 2.25% | $ | 120.0 | |||||
First Lien Credit Facility - USD Term Loans | (1) | 1/31/2026 | LIBOR plus 2.25% | 748.2 | |||||
Other Secured Debt | 1.0 | ||||||||
Total First Lien Debt | 869.2 | ||||||||
Senior Notes due 2025 | 12/1/2025 | 5.875% | 800.0 | ||||||
Other Unsecured Debt | 0.2 | ||||||||
Total Unsecured Debt | 800.2 | ||||||||
Total Debt | 1,669.4 | ||||||||
Cash Balance | 230.4 | ||||||||
Net Debt | $ | 1,439.0 | |||||||
Adjusted Shares Outstanding | (2) | 262.4 | |||||||
Market Capitalization | (3) | $ | 2,650.2 | ||||||
Total Capitalization | $ | 4,089.2 |
(1) | Element Solutions swapped its floating term loan to fixed rate through January 2024. At March 31, 2019, approximately 93% of its debt was fixed and 7% was floating. |
(2) | See "Non-GAAP Adjusted Common Shares at March 31, 2019 and 2018 (Unaudited)" following the Adjusted Earnings Per Share table below. |
(3) | Based on the closing price of the shares of Element Solutions of $10.10 at March 29, 2019, the last trading day of Q1 2019. |
III. SELECTED FINANCIAL DATA - CONTINUING OPERATIONS | |||||||
Three Months Ended March 31, | |||||||
(amounts in millions) | 2019 | 2018 | |||||
Interest expense | $ | 39.3 | $ | 77.5 | |||
Interest paid | $ | 63.1 | $ | 84.4 | |||
Income tax (benefit) expense | $ | (10.4 | ) | $ | 9.9 | ||
Income taxes paid | $ | 14.2 | $ | 18.2 | |||
Capital expenditures | $ | 6.7 | $ | 4.8 |
Three Months Ended March 31, 2019 | ||||||||||||
Reported Net Sales Growth | Impact of Currency | Constant Currency | Change in Pass-Through Metals Pricing | Acquisitions | Organic Net Sales Growth | |||||||
Electronics | (8)% | 4% | (4)% | 0% | (1)% | (5)% | ||||||
Industrial & Specialty | (5)% | 5% | 0% | —% | —% | 0% | ||||||
Total | (7)% | 5% | (2)% | 0% | (1)% | (3)% |
Three Months Ended March 31, | ||||||||
(amounts in millions, except per share amounts) | 2019 | 2018 | ||||||
Net income attributable to common stockholders | $ | 23.2 | $ | 37.3 | ||||
Net income from discontinued operations attributable to common stockholders | 27.3 | 47.5 | ||||||
Net loss from continuing operations attributable to common stockholders | (4.1 | ) | (10.2 | ) | ||||
Reversal of amortization expense | (1) | 28.4 | 28.5 | |||||
Adjustment to reverse incremental depreciation expense from acquisitions | (1) | 2.1 | 2.9 | |||||
Adjustment to interest expense | (2) | 20.1 | — | |||||
Restructuring expense | (3) | 1.2 | 1.7 | |||||
Integration costs | (4) | 1.4 | 1.0 | |||||
Foreign exchange gain on foreign denominated external and internal long-term debt | (5) | (28.3 | ) | (7.7 | ) | |||
Debt refinancing costs | (6) | 60.7 | — | |||||
Gain on sale of equity investment | (7) | — | (11.3 | ) | ||||
Change in fair value of contingent consideration | (8) | 2.4 | 0.5 | |||||
Other, net | (9) | (1.7 | ) | 1.5 | ||||
Tax effect of pre-tax non-GAAP adjustments | (10) | (23.3 | ) | (5.8 | ) | |||
Adjustment to estimated effective tax rate | (10) | (6.6 | ) | 9.5 | ||||
Adjustment to reverse loss attributable to certain non-controlling interests | (11) | 0.5 | 1.2 | |||||
Adjusted net income from continuing operations attributable to common stockholders | $ | 52.8 | $ | 11.8 | ||||
Adjusted earnings per share from continuing operations | (12) | $ | 0.20 | $ | 0.04 | |||
Adjusted common shares outstanding | (12) | 262.4 | 299.1 |
(1) | The Company eliminates amortization expense associated with intangible assets and incremental depreciation associated with the step-up of fixed assets recognized in purchase accounting for acquisitions. The Company believes these adjustments provide insight with respect to the cash flows necessary to maintain and enhance its product portfolio. |
(2) | The Company adjusts its 2019 interest expense to reflect its new capital structure by assuming that the sale of Agricultural Solutions had closed and the new credit agreement had been in place on January 1, 2019 to better reflect the go-forward capital structure of the Company. |
(3) | The Company adjusts for costs of restructuring its operations, including those related to its acquired businesses. The Company adjusts these costs because it believes they are not reflective of ongoing operations. |
(4) | The Company adjusts for costs associated with integration activity, including costs of obtaining related financing, legal and accounting fees and transfer taxes. The Company adjusts these costs because it believes they are not reflective of ongoing operations. |
(5) | The Company adjusts for foreign exchange gains and losses on long-term intercompany and third-party debt because it expects the period-to-period movement of these currencies to offset on a long-term basis and, due to their long-term nature, are not fully realized. The Company does not exclude foreign exchange gains and losses on short-term intercompany and third-party payables and receivables. |
(6) | The Company adjusts for costs related to the redemption of its 6.00% and 6.50% senior notes and the pay down its term loan debt because it believes these costs are not reflective of ongoing operations. |
(7) | The Company adjusts for a gain on the sale of an equity investment in 2018 because it believes it is not reflective of ongoing operations. |
(8) | The Company adjusts for changes in the fair value of contingent consideration related to the acquisition of MacDermid, Incorporated (the "MacDermid Acquisition"). The Company adjusts these costs because it believes they are not reflective of ongoing operations. |
(9) | The Company's 2019 adjustments include a $12.5 million gain on derivative contracts which was primarily associated with the refinancing of the Company's non-U.S. dollar denominated third-party debt, offset in part by employee expenses associated with the sale of Agricultural Solutions that do not qualify for discontinued operations, non-recurring severance payments to senior management and certain professional consulting fees. The Company's 2018 adjustments primarily include professional consulting fees. The Company adjusts these costs because it believes they are not reflective of ongoing operations. |
(10) | The Company adjusts its effective tax rate to 27% for the three months ended March 31, 2019. This adjustment does not reflect the Company’s current or near-term tax structure, including limitations on its ability to utilize net operating losses and foreign tax credits in certain jurisdictions. The Company also applies an effective tax rate of 27% to pre-tax non-GAAP adjustments. For the three ended |
(11) | On March 29, 2019, as a result of the merger of Platform Delaware Holdings, Inc. ("PDH") with and into the Company, each outstanding equity interest in PDH was converted into the right to receive one share of the Company's common stock. For historical periods, the Company adjusted for the income or loss attributable to non-controlling interests created at the time of the MacDermid acquisition because holders of such equity interest were expected to convert their holdings into shares of the Company's common stock. The Company also adjusted these non-controlling interests because it believed they were not reflective of ongoing operations. |
(12) | The Company defines "Adjusted common shares" as the outstanding shares of its common stock at March 31, 2019 or 2018, plus the number of shares that would be issued if all convertible stock was converted into common stock, stock options were vested and exercised and awarded equity grants with targets that are considered probable of achievement were vested at target and issued as of March 31, 2019 or 2018, as applicable. The Company adjusts the number of outstanding shares of its common stock for this calculation to provide an understanding of the Company’s results of operations on a per share basis. See table below for further information. |
Three Months Ended March 31, | |||||
(amounts in millions) | 2019 | 2018 | |||
Basic outstanding common shares | 257.4 | 288.1 | |||
Number of shares issuable upon conversion of PDH Common Stock* | — | 4.2 | |||
Number of shares issuable upon conversion of Series A Preferred Stock | 2.0 | 2.0 | |||
Number of shares issuable upon vesting and exercise of Stock Options | 0.7 | 0.7 | |||
Number of shares issuable upon vesting of granted Equity Awards | 2.3 | 4.1 | |||
Adjusted common shares outstanding | 262.4 | 299.1 |
Three Months Ended March 31, | ||||||||
(amounts in millions) | 2019 | 2018 | ||||||
Net income attributable to common stockholders | $ | 23.2 | $ | 37.3 | ||||
Add (subtract): | ||||||||
Net income attributable to the non-controlling interests | 0.7 | 0.7 | ||||||
Income from discontinued operations, net of tax | (27.4 | ) | (46.9 | ) | ||||
Income tax (benefit) expense | (10.4 | ) | 9.9 | |||||
Interest expense, net | 38.1 | 77.2 | ||||||
Depreciation expense | 10.3 | 11.7 | ||||||
Amortization expense | 28.4 | 28.5 | ||||||
EBITDA | 62.9 | 118.4 | ||||||
Adjustments to reconcile to Adjusted EBITDA: | ||||||||
Restructuring expense | (3) | 1.2 | 1.7 | |||||
Integration costs | (4) | 1.4 | 1.0 | |||||
Foreign exchange gain on foreign denominated external and internal long-term debt | (5) | (28.3 | ) | (7.7 | ) | |||
Debt refinancing costs | (6) | 60.7 | — | |||||
Change in fair value of contingent consideration | (8) | 2.4 | 0.5 | |||||
Gain on sale of equity investment | (7) | — | (11.3 | ) | ||||
Other, net | (9) | (1.7 | ) | 1.5 | ||||
Adjusted EBITDA | $ | 98.6 | $ | 104.1 |
(amounts in millions) | ||||
Cash flows from operating activities | $ | (32 | ) | |
Capital expenditures | (7 | ) | ||
Disposal of property plant and equipment | — | |||
Free cash flows | (39 | ) | ||
Adjustments to arrive at free cash flows on an adjusted basis: | ||||
Interest payments - prior capital structure (1) | 57 | |||
Interest payments - new capital structure (1) | (3 | ) | ||
Other (2) | 38 | |||
Free cash flows on an adjusted basis | ~ $50 |
(1) | Adjustments for 2019 interest payments to reflect the Company's new capital structure by assuming that the Arysta transaction had closed and the new credit agreement had been in place on January 1, 2019. |
(2) | Adjustment for the MacDermid contingent consideration payment and payment for employee expenses associated with the Arysta transaction that do not qualify for discontinued operations. |
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