0001193125-19-279984.txt : 20191031 0001193125-19-279984.hdr.sgml : 20191031 20191031112202 ACCESSION NUMBER: 0001193125-19-279984 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20191030 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191031 DATE AS OF CHANGE: 20191031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Altus Midstream Co CENTRAL INDEX KEY: 0001692787 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 814675947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 191182548 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BOULEVARD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 713-296-6000 MAIL ADDRESS: STREET 1: 2000 POST OAK BOULEVARD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: Kayne Anderson Acquisition Corp DATE OF NAME CHANGE: 20161220 8-K 1 d785333d8k.htm 8-K 8-K

 

 

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): October 30, 2019

 

 

Altus Midstream Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38048   81-4675947

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

One Post Oak Central, 2000 Post Oak Boulevard, Suite 100

Houston, Texas 77056-4400

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 296-6000

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A common stock, $0.0001 par value   ALTM   NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.

Item 2.02.     Results of Operations and Financial Condition.

On October 30, 2019, Altus Midstream Company issued a press release announcing financial and operating results for the fiscal quarter ended September 30, 2019. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.
   Description
99.1    Press Release of Altus Midstream Company dated October 30, 2019.


SIGNATURES

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.

 

      ALTUS MIDSTREAM COMPANY
Date: October 31, 2019      

/s/ Rebecca A. Hoyt

      Rebecca A. Hoyt
     

Senior Vice President, Chief Accounting Officer,

and Controller (Principal Accounting Officer)

EX-99.1 2 d785333dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO    NEWS RELEASE

ALTUS MIDSTREAM ANNOUNCES THIRD-QUARTER 2019 RESULTS

 

   

Altus continues to execute at a high level, achieving operational and financial objectives set at the beginning of the year; G&P volumes up 29% from 2Q19;

 

   

Completed construction on all three cryogenic processing units, with the first two fully operational at a nameplate capacity of 400 MMcf/day; Unit three will add 200 MMcf/day; and

 

   

Has exercised options on all four long-haul pipelines; pipeline equity income ramping up.

HOUSTON, Oct. 30, 2019 – Altus Midstream Company (NASDAQ: ALTM) today announced its results for the three-month period ending Sept. 30, 2019.

The company reported a third-quarter 2019 net loss including noncontrolling interests of $8.2 million. This includes a number of GAAP reporting items that can affect the comparability of results. Excluding those items, Adjusted EBITDA for the third quarter 2019 was approximately $18 million. Gathering and processing volumes for the period averaged 467 million cubic feet per day, approximately 73% of which was rich gas.

Capital Investments during the quarter were $610 million, which includes $570 million for the joint venture pipelines, comprising the exercise of the Shin Oak natural gas liquids pipeline option in July and capital calls for Altus’ ownership in GCX, Permian Highway, Shin Oak and EPIC.

CEO Comment

“Altus is performing well, and we continue to execute on our plan. Our first two joint venture pipeline projects came online as expected and are beginning to make a significant contribution to the company’s earnings. We also have ample liquidity to fund our business through and past the start-up of the Permian Highway pipeline in early 2021,” said Clay Bretches, Altus Midstream CEO and president.

Infrastructure Update

Altus’ second cryogenic processing plant entered service on budget and on schedule in July. Unit three was mechanically complete in September and is presently being commissioned, with operational start-up awaiting utility hookups expected late in the fourth quarter. Each unit has a


ALTUS MIDSTREAM ANNOUNCES THIRD-QUARTER 2019 RESULTS

— PAGE 2 of 4

 

nameplate capacity of 200 million cubic feet per day and the first two plants have demonstrated more than 99 percent ethane recovery operating in full recovery mode, with 100 percent recovery of propane, butanes and heavier liquids.

“Altus continues to focus on third-party volumes in order to fill any excess capacity. Interest from upstream operators and other midstream companies is increasing as we continue to demonstrate best-in-class processing capabilities,” continued Bretches. “We have distinct advantages in the Delaware Basin. First, the SRX processing technology at our Diamond Cryo Complex offers superior recoveries of natural gas liquids, whether it is running in an ethane recovery or rejection mode. This provides Altus the ability to adjust recovery levels nearly in real time in response to market conditions. We also have multiple interconnects on gas and NGL lines, which provides additional optionality to shippers.”

Bretches concluded, “I’m particularly proud of our team’s commitment to safety, with more than 1.8 million manhours on site without a recordable incident during construction of the three cryogenic processing units.”

CFO Comment

“Looking ahead, we anticipate substantially lower capital requirements in 2020 and 2021, although 2020 planning at both Apache and Altus is in progress. We will have essentially completed our investments in the joint venture pipeline projects by early 2021, and our G&P capital will be significantly lower than originally expected to align with anticipated activity at Alpine High and the deferral of the fourth cryo unit,” said Ben Rodgers, Altus Midstream chief financial officer. “Our ability to generate cash is underpinned by the strength of our JV pipelines. The expected ramp in distributable cash flow over the next two years provides the foundation for Altus to return capital to shareholders.”

For updated financial guidance, please refer to the investor presentation released today at www.altusmidstream.com/investors.


ALTUS MIDSTREAM ANNOUNCES THIRD-QUARTER 2019 RESULTS

— PAGE 3 of 4

 

Conference Call

Altus will host its third-quarter 2019 results conference call Thursday, Oct. 31, 2019, at 1 p.m. Central time. The conference call will be webcast from Altus’ website at www.altusmidstream.com/investors, and the webcast replay will be archived there as well. The conference call will also be available for playback by telephone for one week beginning Oct. 31 at approximately 6 p.m. Central time. To access the telephone playback, dial (855) 859-2056 or (404) 537-3406 for international calls. The conference access code is 2985186.

About Altus Midstream Company

Altus Midstream Company is a pure-play, Permian-to-Gulf Coast midstream C-corporation. Through its consolidated subsidiaries, Altus owns substantially all of the gas gathering, processing and transportation assets servicing production from Apache Corporation (NYSE, Nasdaq: APA) in the Alpine High play in the Delaware Basin, owns equity interests in four Permian-to-Gulf Coast pipelines, and has the option to acquire a 50 percent equity interest in the Salt Creek NGL pipeline. Altus posts announcements, operational updates, investor information and press releases on its website, www.altusmidstream.com.

Additional information

Additional information follows, including a reconciliation of Adjusted EBITDA and Capital Investments (non-GAAP financial measures) to the GAAP measures.

Non-GAAP financial measures

Altus’ financial information includes information prepared in conformity with generally accepted accounting principles (GAAP) as well as non-GAAP financial information. It is management’s intent to provide non-GAAP financial information to enhance understanding of our consolidated financial information as prepared in accordance with GAAP. Adjusted EBITDA, Capital Investments and Distributable Cash Flow are non-GAAP measures. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Wherever a non-GAAP financial measure is disclosed in this earnings release, the non-GAAP measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure.


ALTUS MIDSTREAM ANNOUNCES THIRD-QUARTER 2019 RESULTS

— PAGE 4 of 4

 

Forward-looking statements

This news release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about future plans, expectations, and objectives for Altus Midstream’s and Apache’s operations, including statements about our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, and objectives of management. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See “Risk Factors” in our Annual Report Form 10-K for the fiscal year ended December 31, 2018, and in our Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission for a discussion of risk factors that affect our business. Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development or otherwise, except as may be required by law.

Contacts

 

Media:    (713) 296-7276 Phil West
Investors:    (281) 302-2286 Gary Clark
Website:    www.altusmidstream.com


ALTUS MIDSTREAM COMPANY

STATEMENT OF CONSOLIDATED OPERATIONS

(Unaudited)

(In thousands)

 

     For the Quarter
Ended September 30,
2019
 

REVENUES:

  

Midstream services revenue—affiliate

   $ 34,009  
  

 

 

 

Total revenues

     34,009  
  

 

 

 

COSTS AND EXPENSES:

  

Operations and maintenance

     13,063  

General and administrative

     3,242  

Depreciation and accretion

     11,710  

Impairments

     9,338  

Taxes other than income

     3,239  
  

 

 

 

Total costs and expenses

     40,592  
  

 

 

 

OPERATING LOSS

     (6,583

Unrealized derivative instrument loss

     (3,769

Interest income

     617  

Income from equity method interests, net

     1,564  
  

 

 

 

Total other loss

     (1,588

Financing costs, net of capitalized interest

     522  
  

 

 

 

NET LOSS BEFORE INCOME TAXES

     (8,693

Deferred income tax benefit

     (505
  

 

 

 

NET LOSS INCLUDING NONCONTROLLING INTERESTS

     (8,188

Net income attributable to Preferred Unit limited partners

     17,480  
  

 

 

 

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

     (25,668

Net loss attributable to Apache limited partner

     (20,804
  

 

 

 

NET LOSS ATTRIBUTABLE TO CLASS A COMMON SHAREHOLDERS

   $ (4,864
  

 

 

 

 

5


ALTUS MIDSTREAM COMPANY

SUPPLEMENTAL FINANCIAL INFORMATION AND OPERATING STATISTICS

(Unaudited)

(In thousands)

SUMMARY CASH FLOW INFORMATION

 

     For the Quarter
Ended September 30,
2019
 

Net cash provided by operating activities

   $ 17,748  

Net cash used in investing activities

     (617,349

Net cash provided by financing activities

     225,275  

SUMMARY BALANCE SHEET INFORMATION

 

     September 30,
2019
 

Cash and cash equivalents

   $ 2,594  

Other current assets

     47,378  

Property, plant and equipment, net

     1,443,050  

Equity method interests

     1,094,564  

Other assets

     74,249  
  

 

 

 

Total assets

   $ 2,661,835  
  

 

 

 

Current liabilities

   $ 56,378  

Long-term debt

     235,000  

Deferred credits and other noncurrent liabilities

     136,473  

Redeemable noncontrolling interest—Apache limited partner

     1,251,370  

Redeemable noncontrolling interest—Preferred Unit limited partners

     538,413  

Shareholders' equity

     444,201  
  

 

 

 

Total liabilities, noncontrolling interests, and shareholders' equity

   $ 2,661,835  
  

 

 

 

Common shares outstanding at the end of the period:

  

Class A Common Stock, $0.0001 par value

     74,929  

Class C Common Stock, $0.0001 par value

     250,000  

SUMMARY OPERATING STATISTICS

 

     For the Quarter
Ended September 30,
2019
 

Throughput for natural gas assets (MMcf/d)

  

Rich wellhead gas

     340  

Lean wellhead gas

     127  
  

 

 

 

Total throughput

     467  

 

6


ALTUS MIDSTREAM COMPANY

NON-GAAP FINANCIAL MEASURES

(In thousands)

Reconciliation of net income including noncontrolling interests to Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) including noncontrolling interests before financing costs (net of capitalized interest), interest income, income taxes, depreciation, and accretion and adjust such items, as applicable, from income from our equity method interests. We also exclude (when applicable) impairments, unrealized gains or losses on derivative instruments, and other items affecting comparability of results to peers. Our management believes Adjusted EBITDA is useful for evaluating our operating performance and comparing results of our operations from period-to-period and against peers without regard to financing or capital structure. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) including noncontrolling interests or any other measure determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance, such as our cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. The presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Additionally, our computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

The GAAP measure used by the Company that is most directly comparable to Adjusted EBITDA is net income (loss) including noncontrolling interests. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income (loss) including noncontrolling interests or any other measure of financial performance presented in accordance with GAAP. Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income (loss) including noncontrolling interests. Adjusted EBITDA should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. Our definitions of Adjusted EBITDA may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing its utility.

Our management compensates for the limitations of Adjusted EBITDA as an analytical tool, by reviewing the comparable GAAP measure, understanding the differences between Adjusted EBITDA as compared to net income (loss) including noncontrolling interests and incorporating this knowledge into its decision-making processes. Our management believes that investors benefit from having access to the same financial measures that the Company uses in evaluating operating results.

 

     For the Quarter
Ended September 30,
2019
 

Net loss including noncontrolling interests

   $ (8,188

Add:

  

Financing costs, net of capitalized interest

     522  

Deferred income tax benefit

     (505

Depreciation and accretion

     11,710  

Impairments

     9,338  

Unrealized derivative instrument loss

     3,769  

Equity method interests Adjusted EBITDA

     2,707  

Other

     644  

Less:

  

Interest income

     617  

Income from equity method interests

     1,564  
  

 

 

 

Adjusted EBITDA (Non-GAAP)

   $ 17,816  
  

 

 

 

Reconciliation of costs incurred in midstream activity to Capital Investments

Management believes the presentation of Capital Investments is useful for investors to assess Altus' expenditures related to our midstream capital activity. We define Capital Investments as costs incurred in midstream activities (including our proportionate share of capital in relation to equity method interests), adjusted to exclude asset retirement obligations revisions and liabilities incurred, while including amounts paid during the period for abandonment and decommissioning expenditures. Management believes this provides a more accurate reflection of Altus' cash expenditures related to midstream capital activity and is consistent with how we plan our capital budget.

 

     For the Quarter
Ended September 30,
2019
 

Costs incurred in midstream activity

  

Property, plant and equipment, gross

   $ 41,242  

Equity method interests

     569,634  
  

 

 

 
   $ 610,876  
  

 

 

 

Reconciliation of costs incurred to midstream Capital Investments:

  

Asset retirement obligations incurred and revisions

   $ (904

Asset retirement obligations settled

     —    
  

 

 

 

Total Capital Investments

   $ 609,972  
  

 

 

 
Other midstream activity   

Cash distributions received from equity method interests

   $ 3,391  

 

7

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