ý | Quarterly Report under Section 13 OR 15(d) of the Securities Exchange Act of 1934 |
¨ | Transition Report under Section 13 OR 15(d) of the Securities Exchange Act of 1934 |
Delaware | 36-2229304 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
8770 W. Bryn Mawr Avenue, Suite 900, Chicago, Illinois | 60631 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | ¨ | Accelerated filer | ý |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Page # | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
• | failure to recruit, integrate and retain a talented workforce including productive sales representatives; |
• | the effect of general economic and market conditions; |
• | the ability to generate sufficient cash to fund our operating requirements; |
• | the ability to meet the covenant requirements of our line of credit; |
• | the market price of our common stock may decline; |
• | inventory obsolescence; |
• | disruptions of the Company’s information and communication systems; |
• | work stoppages and other disruptions at transportation centers or shipping ports; |
• | changing customer demand and product mixes; |
• | increases in energy and commodity prices; |
• | cyber attacks or other information security breaches; |
• | the inability of management to successfully implement strategic initiatives; |
• | failure to manage change within the organization; |
• | violations of environmental protection or other governmental regulations; |
• | negative changes related to tax matters; and |
• | all other factors discussed in the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended December 31, 2013. |
September 30, 2014 | December 31, 2013 | ||||||
ASSETS | (Unaudited) | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 1,078 | $ | 698 | |||
Restricted cash | 800 | 800 | |||||
Accounts receivable, less allowance for doubtful accounts | 35,495 | 30,221 | |||||
Inventories, net | 44,427 | 45,774 | |||||
Miscellaneous receivables and prepaid expenses | 4,044 | 4,393 | |||||
Deferred income taxes | 5 | 5 | |||||
Discontinued operations | — | 8,960 | |||||
Total current assets | 85,849 | 90,851 | |||||
Property, plant and equipment, net | 42,169 | 58,974 | |||||
Cash value of life insurance | 9,135 | 9,179 | |||||
Deferred income taxes | 54 | 54 | |||||
Other assets | 529 | 481 | |||||
Discontinued operations | — | 406 | |||||
Total assets | $ | 137,736 | $ | 159,945 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Revolving line of credit | $ | — | $ | 16,078 | |||
Accounts payable | 9,893 | 14,787 | |||||
Accrued expenses and other liabilities | 25,645 | 23,521 | |||||
Discontinued operations | 448 | 564 | |||||
Total current liabilities | 35,986 | 54,950 | |||||
Security bonus plan | 16,232 | 16,143 | |||||
Financing lease obligation | 9,624 | 10,223 | |||||
Deferred compensation | 5,160 | 5,867 | |||||
Deferred rent liability | 4,472 | 4,961 | |||||
Other liabilities | 1,762 | 1,889 | |||||
Total liabilities | 73,236 | 94,033 | |||||
Stockholders’ equity: | |||||||
Preferred stock, $1 par value: | |||||||
Authorized - 500,000 shares; Issued and outstanding — None | — | — | |||||
Common stock, $1 par value: | |||||||
Authorized - 35,000,000 shares; Issued - 8,709,921 and 8,670,512 shares, respectively; Outstanding - 8,697,843 and 8,658,885 shares, respectively | 8,710 | 8,671 | |||||
Capital in excess of par value | 8,468 | 7,799 | |||||
Retained earnings | 45,947 | 47,644 | |||||
Treasury stock – 12,078 and 11,627 shares, respectively | (194 | ) | (187 | ) | |||
Accumulated other comprehensive income | 1,569 | 1,985 | |||||
Total stockholders’ equity | 64,500 | 65,912 | |||||
Total liabilities and stockholders’ equity | $ | 137,736 | $ | 159,945 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Net sales | $ | 74,128 | $ | 68,235 | $ | 215,412 | $ | 203,765 | |||||||
Cost of goods sold | 29,595 | 27,015 | 85,798 | 82,097 | |||||||||||
Gross profit | 44,533 | 41,220 | 129,614 | 121,668 | |||||||||||
Operating expenses: | |||||||||||||||
Selling expenses | 23,577 | 21,305 | 67,807 | 63,530 | |||||||||||
General and administrative expenses | 20,278 | 19,045 | 61,555 | 60,999 | |||||||||||
Total SG&A | 43,855 | 40,350 | 129,362 | 124,529 | |||||||||||
Impairment loss | — | — | 3,046 | — | |||||||||||
Operating expenses | 43,855 | 40,350 | 132,408 | 124,529 | |||||||||||
Operating income (loss) | 678 | 870 | (2,794 | ) | (2,861 | ) | |||||||||
Interest expense | (182 | ) | (365 | ) | (637 | ) | (799 | ) | |||||||
Other income (expenses), net | 138 | (19 | ) | 71 | (150 | ) | |||||||||
Income (loss) from continuing operations before income taxes | 634 | 486 | (3,360 | ) | (3,810 | ) | |||||||||
Income tax expense (benefit) | 174 | 303 | (296 | ) | (398 | ) | |||||||||
Income (loss) from continuing operations | 460 | 183 | (3,064 | ) | (3,412 | ) | |||||||||
Income and gain from discontinued operations, net of income taxes | — | 418 | 1,367 | 1,187 | |||||||||||
Net income (loss) | $ | 460 | $ | 601 | $ | (1,697 | ) | $ | (2,225 | ) | |||||
Basic and diluted income (loss) per share of common stock: | |||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.02 | $ | (0.35 | ) | $ | (0.40 | ) | |||||
Discontinued operations | — | 0.05 | 0.15 | 0.14 | |||||||||||
Net income (loss) per share | $ | 0.05 | $ | 0.07 | $ | (0.20 | ) | $ | (0.26 | ) | |||||
Basic and diluted weighted average shares outstanding | |||||||||||||||
Basic weighted average shares outstanding | 8,698 | 8,651 | 8,678 | 8,629 | |||||||||||
Dilutive effect of stock-based compensation | 134 | 43 | — | — | |||||||||||
Diluted weighted average shares outstanding | 8,832 | 8,694 | 8,678 | 8,629 | |||||||||||
Comprehensive income (loss) | |||||||||||||||
Net income (loss) | $ | 460 | $ | 601 | $ | (1,697 | ) | $ | (2,225 | ) | |||||
Other comprehensive income (loss), net of tax | |||||||||||||||
Adjustment for foreign currency translation | (492 | ) | 232 | (416 | ) | (243 | ) | ||||||||
Net comprehensive income (loss) | $ | (32 | ) | $ | 833 | $ | (2,113 | ) | $ | (2,468 | ) |
Nine Months Ended September 30, | |||||||
2014 | 2013 | ||||||
Operating activities: | |||||||
Net loss | $ | (1,697 | ) | $ | (2,225 | ) | |
Less income from discontinued operations | (1,367 | ) | (1,187 | ) | |||
Loss from continuing operations | (3,064 | ) | (3,412 | ) | |||
Adjustments to reconcile loss from continuing operations to net cash used in operating activities: | |||||||
Depreciation and amortization | 6,618 | 6,672 | |||||
Stock-based compensation | 3,956 | 1,705 | |||||
Impairment loss | 3,046 | — | |||||
Loss (gain) on disposal of assets | 97 | (36 | ) | ||||
Increase in restricted cash | — | (800 | ) | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (6,033 | ) | (2,923 | ) | |||
Inventories | 1,124 | (5 | ) | ||||
Prepaid expenses and other assets | (700 | ) | 6,994 | ||||
Accounts payable and other liabilities | (7,668 | ) | (9,522 | ) | |||
Other | 546 | 53 | |||||
Net cash used in operating activities of continuing operations | (2,078 | ) | (1,274 | ) | |||
Investing activities: | |||||||
Additions to property, plant and equipment | (1,297 | ) | (1,863 | ) | |||
Net proceeds related to sale of business | 12,125 | — | |||||
Net proceeds related to sale of assets | 8,307 | 38 | |||||
Net cash provided by (used in) investing activities of continuing operations | 19,135 | (1,825 | ) | ||||
Financing activities: | |||||||
Net (payments on) proceeds from revolving line of credit | (16,078 | ) | 2,188 | ||||
Proceeds from stock option exercises | 53 | — | |||||
Net cash (used in) provided by financing activities of continuing operations | (16,025 | ) | 2,188 | ||||
Discontinued operations: | |||||||
Operating cash flows | (652 | ) | (67 | ) | |||
Investing cash flows | — | (244 | ) | ||||
Net cash used in discontinued operations | (652 | ) | (311 | ) | |||
Increase (decrease) in cash and cash equivalents | 380 | (1,222 | ) | ||||
Cash and cash equivalents at beginning of period | 698 | 1,640 | |||||
Cash and cash equivalents at end of period | $ | 1,078 | $ | 418 |
(Dollars in thousands) | |||||||
September 30, 2014 | December 31, 2013 | ||||||
Inventories, gross | $ | 49,891 | $ | 51,102 | |||
Reserve for obsolete and excess inventory | (5,464 | ) | (5,328 | ) | |||
Inventories, net | $ | 44,427 | $ | 45,774 |
a) | 80% of the face amount of the Company’s eligible accounts receivable, generally less than 60 days past due, and |
b) | the lesser of 50% of the lower of cost or market value of the Company’s eligible inventory, generally inventory expected to be sold within 18 months, or $20.0 million. |
Quarterly Financial Covenants | Requirement | Actual | ||
EBITDA to fixed charges ratio | 1.10 : 1.00 | 2.73 : 1.00 | ||
Minimum tangible net worth | $45.0 million | $56.7 million |
(Dollars in thousands) | |||||||
Nine Months Ended September 30, | |||||||
2014 | 2013 | ||||||
Balance at beginning of period | $ | 1,769 | $ | 4,417 | |||
Charged to earnings | 690 | 964 | |||||
Payments | (1,797 | ) | (2,440 | ) | |||
Balance at end of period | $ | 662 | $ | 2,941 |
(Dollars in thousands, except per share data) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net sales of ASMP | $ | — | $ | 4,653 | $ | 2,462 | $ | 14,202 | ||||||||
Pre-tax income from discontinued operations | ||||||||||||||||
ASMP | $ | — | $ | 734 | $ | 346 | $ | 2,124 | ||||||||
Other discontinued operations | — | — | — | (33 | ) | |||||||||||
Total pre-tax income | — | 734 | 346 | 2,091 | ||||||||||||
Income tax expense | — | (316 | ) | (133 | ) | (904 | ) | |||||||||
Income from discontinued operations | $ | — | $ | 418 | $ | 213 | $ | 1,187 | ||||||||
Sale of discontinued operations | ||||||||||||||||
Pre-tax gain on sale of ASMP | $ | — | $ | — | $ | 1,877 | $ | — | ||||||||
Income tax expense | — | — | (723 | ) | — | |||||||||||
Net gain on sale of ASMP | $ | — | $ | — | $ | 1,154 | $ | — | ||||||||
Income from discontinued operations, net of taxes | $ | — | $ | 418 | $ | 1,367 | $ | 1,187 | ||||||||
Basic and diluted income per share | ||||||||||||||||
ASMP | $ | — | $ | 0.05 | $ | 0.15 | $ | 0.14 | ||||||||
Other discontinued operations | — | — | — | — | ||||||||||||
Total | $ | — | $ | 0.05 | $ | 0.15 | $ | 0.14 |
2014 | 2013 | ||||||||||||
($ in thousands) | Amount | % of Net Sales | Amount | % of Net Sales | |||||||||
Net sales | $ | 74,128 | 100.0 | % | $ | 68,235 | 100.0 | % | |||||
Cost of goods sold | 29,595 | 39.9 | % | 27,015 | 39.6 | % | |||||||
Gross profit | 44,533 | 60.1 | % | 41,220 | 60.4 | % | |||||||
Operating expenses: | |||||||||||||
Selling expenses | 23,577 | 31.8 | % | 21,305 | 31.2 | % | |||||||
General and administrative expenses | 20,278 | 27.4 | % | 19,045 | 27.9 | % | |||||||
Total operating expenses | 43,855 | 59.2 | % | 40,350 | 59.1 | % | |||||||
Operating income | 678 | 0.9 | % | 870 | 1.3 | % | |||||||
Other expenses, net | (44 | ) | (0.1 | )% | (384 | ) | (0.6 | )% | |||||
Income from continuing operations before income taxes | 634 | 0.9 | % | 486 | 0.7 | % | |||||||
Income tax expense | 174 | 0.3 | % | 303 | 0.4 | % | |||||||
Income from continuing operations | $ | 460 | 0.6 | % | $ | 183 | 0.3 | % |
2014 | 2013 | ||||||||||||
($ in thousands) | Amount | % of Net Sales | Amount | % of Net Sales | |||||||||
Net sales | $ | 215,412 | 100.0 | % | $ | 203,765 | 100.0 | % | |||||
Cost of goods sold | 85,798 | 39.8 | % | 82,097 | 40.3 | % | |||||||
Gross profit | 129,614 | 60.2 | % | 121,668 | 59.7 | % | |||||||
Operating expenses: | |||||||||||||
Selling expenses | 67,807 | 31.5 | % | 63,530 | 31.2 | % | |||||||
General and administrative expenses | 61,555 | 28.6 | % | 60,999 | 29.9 | % | |||||||
Total SG&A | 129,362 | 60.1 | % | 124,529 | 61.1 | % | |||||||
Impairment loss | 3,046 | 1.4 | % | — | — | % | |||||||
Total operating expenses | 132,408 | 61.5 | % | 124,529 | 61.1 | % | |||||||
Operating loss | (2,794 | ) | (1.3 | )% | (2,861 | ) | (1.4 | )% | |||||
Other expenses, net | (566 | ) | (0.3 | )% | (949 | ) | (0.5 | )% | |||||
Loss from continuing operations before income taxes | (3,360 | ) | (1.6 | )% | (3,810 | ) | (1.9 | )% | |||||
Income tax benefit | (296 | ) | (0.2 | )% | (398 | ) | (0.2 | )% | |||||
Loss from continuing operations | $ | (3,064 | ) | (1.4 | )% | $ | (3,412 | ) | (1.7 | )% |
Quarterly Financial Covenants | Requirement | Actual | ||
EBITDA to fixed charges ratio | 1.10 : 1.00 | 2.73 : 1.00 | ||
Minimum tangible net worth | $45.0 million | $56.7 million |
(a) | (b) | (c) | (d) | |||||
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||
July 1 to July 31, 2014 | 166 | $12.25 | — | — | ||||
August 1 to August 31, 2014 | 285 | $16.40 | — | — | ||||
September 1 to September 30, 2014 | — | — | — | — | ||||
Total | 451 | — | — |
Exhibit # | |
31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
LAWSON PRODUCTS, INC. | |||
(Registrant) | |||
Dated: | October 23, 2014 | /s/ Michael G. DeCata | |
Michael G. DeCata | |||
President and Chief Executive Officer | |||
(principal executive officer) | |||
Dated: | October 23, 2014 | /s/ Ronald J. Knutson | |
Ronald J. Knutson | |||
Executive Vice President and Chief Financial Officer | |||
(principal financial and accounting officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of Lawson Products, Inc. (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal nine months (the registrant’s fourth fiscal nine months in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
1. | I have reviewed this Quarterly Report on Form 10-Q of Lawson Products, Inc. (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal nine months (the registrant’s fourth fiscal nine months in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
O^"AWP@M=(O_%/BC4[S4K+]BSP]\9M:\,ZIX(^
M$=CJ-KXW^(TOC*X^&NE#XE:AIWB[0O#GP9\(:GK/Q"UW4+G2M+MM,NM[2?\`
M@J3^U7\ ?C$HXSGEE'JPZCQ7]GWQW_`,%\_B]\
M,-/\<^%_$W_!(/2-(N_%'Q-T*.QU[X4?MHSZE'>^"/BIXW\":O,\FF_&(VIM
M;[6/#-_?Z:H"31Z9=6<5TINDF=@#^@FBOQ@_LW_@X3_Z'G_@C5_X:+]N'_Y\
M-']F_P#!PG_T//\`P1J_\-%^W#_\^&@#]GZ*_^S?\`@X3_`.AY_P""-7_A
MHOVX?_GPT?V;_P`'"?\`T//_``1J_P##1?MP_P#SX:`/V?HK\8/[-_X.$_\`
MH>?^"-7_`(:+]N'_`.?#1_9O_!PG_P!#S_P1J_\`#1?MP_\`SX:`/V?KD=%_
MY&;Q?_UVT'_TSK7Y'?V;_P`'"?\`T//_``1J_P##1?MP_P#SX:\2\!>/O^"^
M'BSXN?';X>:7XG_X)"6NN?"J^^&-KXCO[_X3_MH/I6JR>-O`4?BO2VT2*V^,
MK7L*6&GR+9Z@+\%I;T-);^5#B,@']!E%?C!_9O\`P<)_]#S_`,$:O_#1?MP_
M_/AH_LW_`(.$_P#H>?\`@C5_X:+]N'_Y\-`'[/U^&>G_`/*R;XH_[0C^"_\`
MUNOQ776_V;_P<)_]#S_P1J_\-%^W#_\`/AKSWX"?LC?\%0/#_P#P4(\1_M^_
MM+WW["/Q)\2ZM^QO8_LA:7X)^`NM?M`_!G1M-T;2?C8/C+I_BG47^)/A/XV7
M>JZC+=:AKFDWBVFI:5;B`Z28;$/!>7%P`?O"2!UI,CCWZ9X)_`\U\M_&"VF\
M4_L[?$>Z_:-O=<^"?AK0--U+Q=XSU/X`?';X@:-XBM/`_@6.'Q=>7.F?%GPG
MX<^$/Q`\-7%]%I-U!JMGX6;2KVYTZ-M*&OW%IK%[:#\O/`GQ"^.7[-1^%/@7
MXDP_&CQOX2\!_!KX1_'36O!.O_%WXC>,/B]XV\>_M:_M;ZUX"UGP3+X]\<:O
MXJ\9?%"Q_8T\':KX,T&T^'FI>*=-LO%-SXOT:7Q%>W,D7A)8P#]Z,@]"#_\`
MK(_F"/J#17Y'?L-?]H3QI\3_A]I/Q+U'7-7;Q3^S5\4/'?QZLK]9IM+^'W
MQ\T#]JC5O`?A[PIH\J_^!6@_P#RXH_M
M34?^A;U7_P`"M!_^7%;=%`'GOC34K]_"?B!7\/ZG$K:9<`R/O\`
M3-7M`TENBSBTO8?M-LT]G<>;:7,\,H!^/7PI^/?QD\8?&GQ%9Z%X]^)/A*U\
M4>(/C3;?`KX'W'[`O[77PG^$&KZQJD?C'QAX'\3?M/?M(?M%?"B^.E:G/%I8
MN=7T7X-+\+-(@UC5;C1](C^(=]+I=G#^R5B;QK.T;44MH[\VUN;V.RDEFM$N
MS"AN4M99XH9Y;99_,6"2:&*5X@C21QN61?PK\&:MX\L_^"@'@9M9\"_$K0O#
MOB_]I;X^Z?HMQXC_`&G_`/@H]\1)Y[7POX6^*;W^I7/P+USP;;?L7^#_``@&
MN-#U'PS!%XAN/!/A/PMXH\%2_#S5_$'B50VF_NZO0?0?RH`^1OVDOV//!'[4
MNHZ#;?$WQ-XKO/A]9I%#XD^%T4FE-X5\31VMOKRVUU%=3:<_B#PMK,ESK-NV
MHZWX;U:SO[NTT31HK1M+U+3[76H.L\&_LY:9X!^(G[0_Q/\`#'C_`,;VGB?]
MI+Q[\.OB!XP^TP>"[W3M`O\`X<^"O!OPULM*\(VD_A,M;:/KO@+P/I&AZ\->
MF\0:F+B?4-8T34M&U&:"2U^CJ*`/D*?]C'X::CK?[3&MZWKOC76Y/VH/B'\)
MOBIXJL[J^T2RM_!GCGX'Z!\/M`^&>M?#VXTC0=/U+39/#X^%?@+7`GB&^\3?
M:?$6B->N5L[Z[TU\K4?V"_@!JS:@^H:5K5P_BJ3Q.?B=C54@3XL0>+OC5'^T
M#K5EXZBM[.*.ZLI/B7]MN[2WTA=(6P\-:OK'@FT,?A>^.G1?:5%`"``<`8Y)
M_$DDG\22:1U#`YW<`]&9>W?:1G\:=2-T/T/\J`/PS_X)W#_C;9_P7R'/_)8_
MV`CU/?\`8LT,]8XW+L!7Q6'PKA1O7G&K5I14X8=2Q$X
*O%7A=4\'_
M`!@^%>@?#S5O"4.I:UIMYJ&L?%_PQ:V>K/J5HGAC6/U5G\#^#+K2KK0KGPEX
M9N-%OM2FUB\TB?P_H\VF7>K7%P;J?4[G3Y+)K.XU&:Y)N);Z:![J2(@"<<`G_A5O`)ZGG'7!Z5]$Z3+J4VE:9-K-
MK:V.L2Z?9RZK8V-W)J%E9ZE);1O?6MG?RVUG+>VMO=&6&WNY+2UDN8429[:!
MG,2Z%%`'Y:_\%%OBU\:-"T>&']FVS\;^(_&G[-]EH?[6/Q*T#X>:_P""-.;7
M/"G@7Q%'
$=.KW:D,
M3;/+0]<60RGL]RD)C3<\P6[^N!UKT!05P)SEU-IFPL-<.ENP80B"T#;B$2BV
ML[^NO?HF]B?`A8ECHZ`;5[4P@J:D-SX."/;Z%1,G#P0R/A%L^*J)S4PP/T3_
M\ZP_#BX\&YL+T;#P$#3%L_YL:$L"&_Z*9Y.G`MQAQ@K/AJ]Y5H/JPFL3Q3K#
MFPW>!RIZ9-^I//)2.3E+X3 WX'MS\8U,J_9?M*B^B9Y#LV%,;@!KI38.^E*Y$"23F^R5'\"K1A6OZ;:S
M/]3^*Q=-:V':F4MAJ@,E>"(IW`J`8
MG<@,_%$Y)W9.WV[-G_SC5Y9?K@VD>R&F9/P&WP2O3I&+&@#IZ3?Y_R,_-=>]
M&RQGBY4?$+IPG1=6-TDNYKI.]E8WO/@7(=*Z0B>T=0+_6R=D,9O3Q6K]?[P$
MK9?EPPN=T?6"+);3S^*A+AF/*&W2PZ[B'PX4&3QY?4]%R9(M>&X#T:KI0P,9
MR@3]+/"]NW(=$%W#Z/LA(,'.>X=89RT3(@.O#\;?Z,QQZ&>UT)&H0T12Q'?'
MW<##+]&G)!TA4@_Z>I$0>$5DIT6,"BW=%X0X`$X>#T[F^E<CX:/=[>VGCT99,=YP
M_6WJNOR3"%H+3=&)LT2
M6LW'H@,>=JK4B*B"OU#[@\UA+S?\"6U?TO(DI[DT;2!=(.SB"QLD.VF#2I*QI
MT]9)6RW;K"^XT\WYGC"VENPL_CZGL?/FS&7GY.)%&CNUL&-K.[;2U.#9DRD*
M0Y/L(&,<8[Z4%3]F\=%]0.?#:8,25-,,&G*H&AAQZ8/(#DMQS-TJV_````
M__\#`%!+`P04``8`"````"$`PBE@S60#``!O"@``&````'AL+W=O
0L6CVLS,0,`0PF#@,43=FB`&ZL
MX^D)9\KR&4.YA