-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B5bgkVD6QSsiNcl47V6jjY5FJ9yiKcRCGgY/kIpOArZB+R/vDRM081sTfZx7S1SM DpEYG5wK4SCoPCktoA3neg== 0001169232-07-002186.txt : 20070508 0001169232-07-002186.hdr.sgml : 20070508 20070508154730 ACCESSION NUMBER: 0001169232-07-002186 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070508 DATE AS OF CHANGE: 20070508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUEGREEN CORP CENTRAL INDEX KEY: 0000778946 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 030300793 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09292 FILM NUMBER: 07828089 BUSINESS ADDRESS: STREET 1: 4960 BLUE LAKE DRIVE CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619128000 MAIL ADDRESS: STREET 1: 4960 BLUE LAKE DRIVE CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: PATTEN CORP DATE OF NAME CHANGE: 19920703 8-K 1 d71831_8k.htm CURRENT REPORT

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): May 3, 2007

 

BLUEGREEN CORPORATION

(Exact name of registrant as specified in its charter)

 

Massachusetts

(State or other jurisdiction of incorporation)

 

 

0-19292

 

03-0300793

 

 

(Commission File Number)

 

(IRS Employer Identification No,)

 

 

4960 Conference Way North, Suite 100, Boca Raton, Florida 33431

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (561) 912-8000

 

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 May 3, 2007, Bluegreen Corporation (the “Company”) announced its financial results for the three months ended March 31, 2007. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this report on Form 8-K. The information in this item (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and 9.01 and shall not be deemed to be "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 to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits

(d) Press Release dated May 3, 2007.

 

 



SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 8, 2007

 

By:

/S/ ANTHONY M. PULEO

 

Anthony M. Puleo

 

Senior Vice President,

 

Chief Financial Officer and Treasurer

 


EXHIBIT INDEX

 

 

 

 

 

EX-99.1 2 d71831_ex99-1.htm PRESS RELEASE

 

Exhibit 99.1

 


 

CONTACT:

-OR-

INVESTOR RELATIONS:

Bluegreen Corporation

The Equity Group Inc.

Tony Puleo

Devin Sullivan

Chief Financial Officer

(212) 836-9608

(561) 912-8270

dsullivan@equityny.com

tony.puleo@bluegreencorp.com  

 

FOR IMMEDIATE RELEASE

 

BLUEGREEN CORPORATION REPORTS 2007 FIRST QUARTER RESULTS

 

 

Bluegreen Resorts Sales Increase to a First Quarter Record $87.1 Million

 

Bluegreen Communities Sales Decline to $34.9 Million

 

Net Income Rises to $5.3 Million, or $0.17 Per Diluted Share

 

Book Value of $11.60 Per Share

 

Boca Raton, Fla. – May 3, 2007 – Bluegreen Corporation (NYSE: BXG), a leading provider of Colorful Places to Live and Play®, today announced financial results for the first quarter ended March 31, 2007 (see attached tables).

 

Total sales in the first quarter of 2007 were $122.0 million compared to total sales of $121.8 million in the first quarter of 2006, reflecting record Vacation Ownership (“Resorts”) sales notwithstanding a decline in Homesite (“Bluegreen Communities”) sales. Net income for the first quarter of 2007 rose to $5.3 million, or $0.17 per diluted share, from a net loss of $463,000, or $0.01 per diluted share, in the same period last year. The net loss for the first quarter of 2006 included a cumulative effect of change in accounting principle charge totaling $4.5 million, or $0.14 per diluted share. Income before cumulative effect of change in accounting principle for the first quarter of 2007 rose 32.3% to $5.3 million, or $0.17 per diluted share, from $4.0 million, or $0.13 per diluted share, in the first quarter of 2006.

 

BLUEGREEN RESORTS

Bluegreen Resorts sales increased 17.6% to a first quarter record $87.1 million from $74.1 million in the first quarter of 2006. Higher Resorts sales were primarily attributable to a 15.2% increase in same-resort sales, led by sales offices at The Fountains resort in Orlando, Florida, the Bluegreen Wilderness Club™ at Big Cedar® in Ridgedale, Missouri, MountainLoft™ in Gatlinburg, Tennessee, the Smoky Mountain Preview Center in Sevierville, Tennessee, and The Falls Village™ resort in Branson, Missouri.

 



Bluegreen Corporation
May 3, 2007

Page 2

 

 

Sales to the Bluegreen Vacation Club® owner base also contributed to improved Resorts results. These sales increased by 27.8% during the first quarter of 2007 as compared to the same period last year, and comprised 38.2% of Resorts sales for the three months ended March 31, 2007 as compared to 33.4% of Resorts sales during the first quarter of 2006.

 

Higher sales were also attributable, to a lesser extent, to the opening of new sales offices in Las Vegas, Nevada, Wisconsin Dells, Wisconsin, and Williamsburg, Virginia, as well as a system-wide price increase that went into effect during March 2007.

 

Resorts cost of sales in the first quarter 2007 declined to 21.7% of sales from 23.0% in the first quarter of 2006. During the first quarter of 2007, gross margin was positively impacted by the application of Statement of Financial Accounting Standards No. 152, "Accounting for Real Estate Time-sharing Transactions" (“SFAS 152”) and the previously discussed price increase. These increases were partially offset by a higher proportion of Resort sales in relatively higher cost properties.

 

John M. Maloney Jr., President and Chief Executive Officer of Bluegreen, commented, “The growth at our Resorts segment was robust during the first quarter of 2007, reflecting strong industry demand and increased brand recognition of the Bluegreen Vacation Club®. Construction remains substantially on schedule at our two newest Bluegreen Resorts in Las Vegas and Williamsburg, Virginia. Our Las Vegas property and the first phase of our Williamsburg property are expected to be available for occupancy by the second quarter of 2008 and, in the aggregate, will add approximately 316 new vacation ownership units.”

 

As of March 31, 2007, approximately $32.8 million and $18.4 million of Resorts sales and profits, respectively, were deferred under SFAS 152. These amounts compare to $27.3 million and $15.3 million of sales and profits, respectively, deferred under SFAS 152 as of December 31, 2006. These amounts are expected to be recognized in future periods.

 

As previously announced, effective January 1, 2006 Bluegreen was required to adopt SFAS 152, which changed many aspects of timeshare accounting, including revenue recognition, inventory costing, and accounting for incidental operations. Please review the Company’s public filings for additional information regarding the adoption and impact of SFAS 152.

 



Bluegreen Corporation
May 3, 2007

Page 3

 

 

BLUEGREEN COMMUNITIES

Sales at Bluegreen Communities declined to $34.9 million from $47.6 million in the same period last year, reflecting the substantial sell-out of several communities that were in active sales during the first quarter of 2006 and the impact of the percentage-of-completion method of accounting, partially offset by the commencement of sales at three new Bluegreen Communities subsequent to the first quarter of 2006. As previously announced, Bluegreen Communities is currently in a period of inventory replenishment. In addition, Communities sales in the first quarter of 2006 included $7.0 million of revenue related to the bulk sale of land in California on a non-retail basis; there was no such sale in the first quarter of 2007.

 

Excluding the impact of percentage-of-completion accounting, several Bluegreen Communities open for more than one year generated higher sales during the first quarter of 2007 as compared to the first quarter of 2006, including The Settlement at Patriot Ranch™ (near San Antonio, Texas), Havenwood at Hunter’s Crossing™ (near San Antonio, Texas), and Sugar Tree on the Brazos (near Dallas/Forth Worth, Texas). Bluegreen Communities also reported strong initial sales at the following Texas properties that commenced sales at various times from September – December 2006: The Bridges at Preston Crossings™, a Bluegreen Golf Community (located outside of Dallas, Texas); Vintage Oaks at the Vineyard™ (located outside of San Antonio); and King Oaks™ (in Grimes County, near College Station).

 

Bluegreen Communities cost of sales in the first quarter of 2007 was 51.2% of sales as compared to 59.2% in the same period one year ago. In the first quarter of 2006, Communities cost of sales was adversely impacted by the $7.0 million bulk sale of land in California on a non-retail basis.

 

Mr. Maloney commented, “We are pleased with recent sales levels at Bluegreen Communities, although we recognize the impact that this segment had on our overall results. While the inventory replenishment process is well underway, it will take time to fully address this issue. We are continuing to prudently address our inventory needs at Bluegreen Communities, by adhering to our goal of offering customers homesites in sought after locales while seeking to maintain economic discipline in connection with our purchases. Over the last two quarters, we have commenced sales at three new properties and have recently taken the necessary steps to begin sales at our newest Bluegreen Community -- Sanctuary River Club at St. Andrews Sound™ – in the second quarter of 2007.”

 

 



Bluegreen Corporation
May 3, 2007

Page 4

 

 

As of March 31, 2007, approximately $19.0 million and $7.6 million of Bluegreen Communities sales and profits, respectively, were deferred under the percentage-of-completion method of accounting. It is expected that these amounts will be recognized in future periods ratably with the development of the communities. These amounts compare to $18.6 million and $7.7 million of sales and profits, respectively, deferred as of December 31, 2006. The first quarter of 2007 did not benefit from the net recognition of revenue previously deferred under percentage-of-completion accounting, while the first quarter of 2006 benefited from $4.5 million of net revenue recognized under percentage-of-completion, in addition to the previously mentioned $7.0 million bulk sale of land.

 

OTHER FINANCIAL INFORMATION

Total positive net interest spread (interest income less interest expense) was $4.7 million in the first quarter of 2007 as compared to $4.9 million in the first quarter of 2006. Interest income increased due to Bluegreen’s higher average aggregate balances of notes receivable and retained interests in notes receivable sold, but interest expense also rose due to increased debt related to inventory acquisition and development activities and an increase in the average interest rate on the outstanding balances.

 

As required of all calendar year-end corporations, Bluegreen adopted FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109” (“FIN 48”), effective January 1, 2007. This new accounting standard provides guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The adoption of FIN 48 had no impact on Bluegreen’s results of operations, financial position or cash flows.

 

Bluegreen’s balance sheet at March 31, 2007 reflected unrestricted cash of $32.7 million, a book value of $11.60 per share, and a debt-to-equity ratio of 0.86:1.

 

 



Bluegreen Corporation
May 3, 2007

Page 5

 

 

CONFERENCE CALL

Bluegreen Corporation will host a conference call on May 4, 2007 at 11:00 am ET to discuss this news release. Interested parties may participate in the call by dialing (866) 770-7125 (Domestic) or (617) 213-8066 (International) and use the code 55676194 approximately 10 minutes before the call is scheduled to begin, and ask to be connected to the Bluegreen conference call. A recorded replay of the call will be available until June 4, 2007. Listeners may dial (888) 286-8010 (Domestic) or (617) 801-6888 (International) and use the code 76443498 for the replay. In addition, the conference call will be broadcast live over the Internet at Bluegreen’s corporate web site, www.bluegreencorp.com. To listen to the live call on the Internet, go to the web site at least 15 minutes early to register, download and install any necessary audio software. If you are unable to participate in the live call, the conference call will be archived and can be accessed on Bluegreen Corporation’s web site for approximately 90 days.

 

ABOUT BLUEGREEN CORPORATION

 

Bluegreen Corporation (NYSE:BXG) is a leading provider of Colorful Places to Live and Play® through two principal operating divisions. With over 170,000 owners, Bluegreen Resorts markets a flexible, real estate-based vacation ownership plan that provides access to over 40 resorts and an exchange network of over 3,700 resorts and other vacation experiences such as cruises and hotel stays. Bluegreen Communities has sold over 55,000 planned residential and golf community homesites in 32 states since 1985. Founded in 1966, Bluegreen is headquartered in Boca Raton, Fla., and employs over 5,800 associates. In 2005, Bluegreen ranked No. 57 on Forbes' list of The 200 Best Small Companies and No. 48 on FORTUNE'S list of America's 100 Fastest Growing Companies. More information about Bluegreen is available at www.bluegreencorp.com.

 

Statements in this release may constitute forward looking statements and are made pursuant to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Forward looking statements are based largely on expectations and are subject to a number of risks and uncertainties including but not limited to the risks and uncertainties associated with economic, competitive and other factors affecting the Company and its operations, markets, products and services, as well as the risk that Company-wide growth and growth at Resorts and Communities will not occur as anticipated; risks relating to pending or future litigation; that the Company will not be able to acquire land or identify new projects, as anticipated; sales and marketing strategies related to new Resorts and Communities properties will not be as successful as anticipated; new Resort and Communities properties will not open when expected, will cost more to develop or may not be as successful as anticipated; retail prices and homesite yields for Communities properties will be below the Company’s estimates; that cost of sales will not be as expected; that sales to existing owners will not continue at current levels; that deferred sales will not be recognized to the extent or at the time anticipated; and the risks and other factors detailed in the Company’s SEC filings, including its most recent Annual Report on Form 10-K filed on March 16, 2007.

 

### #### ###

 



 

Bluegreen Corporation
May 3, 2007

Page 6

 

BLUEGREEN CORPORATION

Condensed Consolidated Statements of Income

(In 000's, Except Per Share Data)

 

Three Months Ended
March 31,
2007

March 31,
2006

(Unaudited)
REVENUES:                
                 
Vacation ownership sales     $ 87,148   $ 74,135  
Homesite sales       34,874     47,625  


Total sales       122,022     121,760  
                 
Other resort and communities operations revenue       15,018     16,667  
Interest income       9,842     8,173  
Gain on sales of notes receivable           505  


Total operating revenues       146,882     147,105  


                 
EXPENSES:                
Cost of sales:                
    Vacation ownership cost of sales       18,877     17,047  
    Homesite cost of sales       17,855     28,175  


Total cost of sales       36,732     45,222  
Cost of other resort and communities operations       12,419     16,780  
Selling, general and administrative expenses       81,393     73,585  
Interest expense       5,151     3,306  
Other expense       951     635  


Total operating expenses       136,646     139,528  


Income before minority interest and provision for income taxes       10,236     7,577  
Minority interest in income of consolidated subsidiary       1,634     1,022  


Income before provision for income taxes and changes in                
   accounting principle       8,602     6,555  
Provision for income taxes       3,269     2,524  


Income before cumulative effect of change in accounting principle       5,333     4,031  
Cumulative effect of change in accounting principle, net of tax           (5,678 )
Minority interest in income of cumulative effect of change                
   in accounting principle           1,184  


                 
Net income (loss)     $ 5,333   $ (463 )


                 
Income before cumulative effect of change in accounting principle per share:                
   Basic:     $ 0.17   $ 0.13  
   Diluted:     $ 0.17   $ 0.13  
                 
Cumulative effect of change in accounting principle per share:                
   Basic:     $   $ (0.15 )
   Diluted:     $   $ (0.14 )
Net income (loss) per share:                
   Basic:     $ 0.17   $ (0.02 )


   Diluted:     $ 0.17   $ (0.01 )


Weighted average number of common and common equivalent shares:                
   Basic:       30,889     30,513  


   Diluted:       31,294     31,179  


 



Bluegreen Corporation
May 3, 2007

Page 7

 

BLUEGREEN CORPORATION

Condensed Consolidated Balance Sheets

(In 000s)

 

March 31,
2007

December 31,
2006

(Unaudited)
ASSETS                
                 
Cash and cash equivalents (unrestricted)     $ 32,657   $ 49,672  
Cash and cash equivalents (restricted)       21,967     21,476  


Total cash and cash equivalents       54,624     71,148  
Contracts receivable, net       24,841     23,856  
Notes receivable, net       150,911     144,251  
Prepaid expenses       12,483     10,800  
Other assets       27,846     27,465  
Inventory, net       385,817     349,333  
Retained interests in notes receivable sold       133,717     130,623  
Property and equipment, net       92,852     92,445  
Goodwill       4,291     4,291  


Total assets     $ 887,382   $ 854,212  


                 
LIABILITIES AND SHAREHOLDERS' EQUITY                
Liabilities                
Accounts payable     $ 24,029   $ 18,465  
Accrued liabilities and other       44,787     49,458  
Deferred income       42,728     40,270  
Deferred income taxes       90,767     87,624  
Receivable-backed notes payable       18,871     21,050  
Lines-of-credit and notes payable       124,730     124,412  
10.50% senior secured notes payable       55,000     55,000  
Junior subordinated debentures       110,827     90,208  


Total liabilities       511,739     486,487  
                 
Minority interest       16,336     14,702  
                 
Total shareholders' equity       359,307     353,023  


Total liabilities and shareholders' equity     $ 887,382   $ 854,212  


 

 

 

GRAPHIC 3 img1.jpg GRAPHIC begin 644 img1.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V6N>\0>,K M#PW=Q6UY!]6B4$8SCN:Z'%>=?%O1I)K&WUF)CFW_W/'XU MM0A&=11ELS&M*48-QW.YTG4X-8TR#4+=76*<94.,$5.J%@P))PP'0\GVK>UCXFZ);6#G396O+IAA(PK(.>Y)';TZU<\-4 M51QBB8XB')=LDU+XF:+IFI7%A-;WC26\A1W1%*Y^N>E==%(DT22QMN1U#*?4 M'I7S=&\A,DDA:3+$M(O0O!GQ%@TW3HM,UB-UC@!$=PF6X[`CK^5=- M?!\L4Z>KZG/2Q=Y-3T70]2KC7^)NBK>?9A!=L?-\H,%7:3G&>O2J/B?XEZ6N MD20Z/(;FXG4IN9&18P1@GDZB`1G*,PD`XW<#C/ MH:I^,?B%8WVERZ9HDC2M1:HKRG?\+$T;_GG<_]\#_&C_A8FC?\\[G_`+X'^->8[AZBCG?\`"Q-&_P">=S_WP/\`&C_A8FC?\\[G_O@?XUYCN'J*-P]13^OU M_P"D'UJH>G?\+$T;_GG<_P#?`_QH_P"%B:-_SSN?^^!_C7F.X>HHW#U%+Z_7 M_I!]:J'IW_"Q-&_YYW/_`'P/\:/^%B:-_P`\[G_O@?XUYCN'J*-P]11]?K_T M@^M5#T[_`(6'HQX\NY_[X'^-=2I#(&'0C->$!AN'(ZU[K#_J8_\`='\J]#!5 MYU;\_0Z\-5E4OS#Z***[['4+4-RL$L+0W(0QR#:5?&&SVJ6O/?B[_P`>>@?] MA6*F!!JOPF#W+RZ/?K#&Q.V&=2WECT!S_.LZW^$^KRR@7-Y:0QA@ M@:MXP\.Z%&='T?1CI7E1R13C$QEQF9L8R?_K=*Y+5?A)')<&7 M2=1$"EN(ID+!!Z!@Q27ML,S M0*?F0<=?S'YUG"O4BVTS65&$DDT>>VWPAN3/_IFKQ^1Z0QG=D?4UW,?A71X] M"?15M%^RN/F!^\6_O9]?>MBJ5CK&G:E"TA6*)0JC8#@5+]CM?\`GVA_[]BIJSM7 M\0:1H,2RZKJ$%HK'CS&Y/T'6N1J[NSILBW]CM?\`GVA_[]BC[':_\^T/_?L5 M2T?Q)HWB!';2=2@N]APP1N1^!YI3XCT5;-KTZK:"V27RFE,HVA_[I/K19!9% MS[':_P#/M#_W[%'V.U_Y]H?^_8JH_B#28]3M],;4(/METNZ&$-EG&,Y_(&EU M;7M*T*W$^JW\%HA.!YC"-\P_`\XK3HL@LB'[':_\^T/_`'[%'V.U_P"?:'_OV*IZ MQXBTC0(DEU;4(+17.%\QN6^@'-+I'B'2->B:32M1@NU4_,(WY'U'6BR"R+?V M.U_Y]H?^_8H^QVO_`#[0_P#?L4VZU"SL6A6[N8H#<2".(.V-[GH!ZFL[5_&' MA[0;A;;5-7M[:9AGRV;+`>X'3\:+(+(FO;O1M/=8[L01LW./*S@>IP.![FM) M"K*&4@J1P1T(KE9@UQ>Q:CIZOJ-O,79'M74ABQC.&)/R@;",_P"UVKIK6,Q6 MT2,D<;*H!6/[J^P]J+#):*,44`%>CUY MS\9+C[)I>C7)!(AU%)"!U(`R?Y4`;7ASX>:/HUL9+ZWCU349QNNKJZ7S-[GD MX#=!G\:S?&?@.S2UF\0>'5.EZM8IYJ&U&U9`O)4J.,D5V.CZQ8Z[ID.H:?.L ML,RAA@\K[$=B/2LOQOXCL_#OAN[EFF47$L31V\0Y:1V!`X],]33`X37]>/B7 M3_`>JN8Q+-J2>:L><*X90PJ]X0_Y+9XJ_P"N/]8ZPI]&ET/0?`-M<(T<\FIB M:5'&&5F93C'L,5M:'*NC?''6H[\^0=2@S;%N`_W#U_X"?QH`]1KRKP]JQT*7 MXB:HH4O;7KN@8X!;+;1^)Q7J4\\-K`\]Q*D42#+.[8"CW)KQO1(5\3Z)\038 M!Y5N[@S6^T8+X)9?SP*0&QX-T'0[R*/Q+XIU.SU'5KT>:4N)U*0JW(783@$> MG0=*T_$_A;P?K=GNL;W3M,U"$%K:XM)TBP_;=M[9_&L/P-X-\">*?#]O.;/? M?QH$NXS*RL)`.3MST)Z5K:Q\.OA[H6FRZAJ%D(88E)^:=@6./NC)Y)]*`(=+ M^(-Q:?#.]U.^427^F2&Q+J=RRR#`5LYY'(SZX-3>#?`=M>V\/B7Q.!JFJ7H\ M\>:Q>.)&^90%/'`/T&<5DW^@VVI?!^\?PYH]Q8Q32K=K;S,6>14(RP'N!Q]* M[?P)KMEKOA*PEM)`S00)#,AX9'50#D?AD4P,GQ+\.M,F5]8T2+^S=6M5,L#6 MWR([+R`RCL>G%>6O(9/@]>2RK\[ZV&<8QR5)/%>\Z]K%OH6BW6HW,BHL,9*[ MOXFQPH''[B&/7O%6H66HZQ=$RL)KI6CB!Y50I..!V/3I6G MX]TBYUGX6+':#=+;PPW&W&=P1\)_#CP)XIT*"_MY+UI=H6>,S@,D M@Z@C''/3VI@:OBKPGX7O8GU/0M0L],UBW4O;O:7*(KL.0"`<QJOJ_PI\!:%IDVHZA+>Q00J6)^T#)]@,,'/X4`;/A?PIX6AACU77]0M-3U M>Y42SM=7*.J,>2`N<<=,U'XJ\+>'/*EUOPSJ-KINLVJF6$6MRBK*PYP5SCD9 M'%0:!\+_``'XATF"_LIKN4.BEU6Y!,;$9*L`."*=KGPN\`>'=+FU+49;V.&) M%O"HTFWO;>UN-96=4OL>9R,9 MXZ`@`BO9J`/+;K2H?AQX[TB71Y6BTW6Y6M[BUD)94.0B]Z0"T444P$K#\4>%;?Q3#9Q7,[Q+:7`G`500^/X3GL:W: M*`.#N/A;!;ZC->^'M=O]"-P298K8C8?8#C`_.IM(^&5C9ZPNL:QJ5UK=]&:5V>XSVKH**`//\`_A5LUXD=KK7BW5=2L$()M7.U6QTY MR:W_``WX/LO"][J,]C(WEWT@<0[0%B`Z!?:NAHH`XW6_AM8:CJQUC2[^YT74 M6^_-:8`?G))'J?7-58?A9!>&[^;*7MK;,,* MPZ_+P0">:]5KBM<^&&EZGJKZMIU[=:/?ODF6T("LY.2Q'4D_44`9FH>";/2% M77O%7B>]U9-.'G0Q7;`(7'(&. M:[>B@#@H?A;'>(?$%_K@MR#'#<$!,^XYR/;BN[5%5`BJ`H&`H'`'I3J M*`.#N?A=#!J-Q?>'M=O]#>Y),T=N04/?`'&!GZTMK\+H)=4AO_$.N7VO-;_Z MJ*ZQL'U'.1^5=W10!S_BGPG%XF735:[:V&GW2W"[$#;L?P^PKH***`.=\4>$ AH_$UUI4\EX]O_9MQYX"H&\SIP<].E=#2T4`%%%%`'__9 ` end
-----END PRIVACY-ENHANCED MESSAGE-----