(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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)) |
Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: |
Emerging growth company |
UGI Corporation | ||
November 12, 2019 | By: | /s/ Ted J. Jastrzebski |
Name: | Ted J. Jastrzebski | |
Title: | Chief Financial Officer |
• | GAAP EPS of $1.41 per diluted share and adjusted EPS of $2.28 per diluted share; amounts are net of $0.08 resulting from the share impacts and seasonal loss associated with fourth quarter acquisitions |
• | GAAP net income of $256.2 million and adjusted net income of $412.9 million compared to $718.7 million and $485.6 million, respectively, in the prior year; reportable segments earnings before interest expense and income taxes of $978.1 million compared to $1.08 billion in the prior year |
• | Completed the significant strategic acquisition of Columbia Midstream Group ("CMG") and the AmeriGas Merger transaction |
• | Issued adjusted EPS guidance of $2.60 - $2.90 per diluted share for the fiscal year ending September 30, 2020 |
• | UGI Utilities invested a record $355 million of capital, added approximately 14,000 residential and commercial heating customers, filed and successfully settled its first combined Gas Utility rate case, increasing base rate revenue by approximately $30 million (new rates went into effect in October), and completed the development and implementation of its ERP system. |
• | Midstream & Marketing completed its fourth expansion of the Auburn system in November 2019, expanded the Texas Creek gathering system in northern Pennsylvania, began construction of the Bethlehem LNG storage and vaporization facility, and acquired South Jersey Energy Company's natural gas marketing business. |
• | UGI International integrated four LPG distribution businesses located in Belgium, the Netherlands and the United Kingdom, deployed technology-enabled solutions to enhance the customer experience, and refinanced its entire debt portfolio, which included the first time issuance of senior notes (€350 million) at an attractive rate of 3.25%. |
• | AmeriGas achieved record volumes from ACE and National Accounts programs, launched the barbecue cylinder home delivery program, Cynch, and continued to expand its innovative cylinder vending solutions with large volume customers. |
• | Global LPG businesses launched business transformation initiatives to promote greater efficiencies, optimize the business model, and leverage technology to increase profitability and deliver a better customer experience. |
• | UGI Corporation increased its dividend by 25%, from $0.26 to $0.325 on a quarterly basis, a compound average growth rate of 9.4% over the last ten years. This marks the 32nd consecutive year that UGI Corporation has increased its dividend. |
For the year ended September 30, | 2019 | 2018 | Increase (Decrease) | ||||||||||||
Revenues | $ | 2,682.0 | $ | 2,823.0 | $ | (141.0 | ) | (5.0 | )% | ||||||
Total margin (a) | $ | 1,490.7 | $ | 1,508.3 | $ | (17.6 | ) | (1.2 | )% | ||||||
Operating and administrative expenses | $ | 929.0 | $ | 924.7 | $ | 4.3 | 0.5 | % | |||||||
Operating income / earnings before interest expense and income taxes | $ | 404.0 | $ | 422.2 | $ | (18.2 | ) | (4.3 | )% | ||||||
Partnership Adjusted EBITDA (b) | $ | 580.3 | $ | 605.5 | $ | (25.2 | ) | (4.2 | )% | ||||||
Retail gallons sold (millions) | 1,053.9 | 1,081.3 | (27.4 | ) | (2.5 | )% | |||||||||
Heating degree days - % colder than normal | 3.6 | % | 0.3 | % | |||||||||||
Capital expenditures | $ | 107.3 | $ | 101.3 | $ | 6.0 | 5.9 | % |
• | Retail gallons sold decreased 3% primarily due to lower base volumes, including the impact of unfavorable weather patterns in the southeastern U.S. during the critical heating months of January and February. |
• | Total margin decreased $18 million primarily reflecting lower retail total margin ($22 million) resulting from lower volumes, partially offset by higher retail unit margins, tank rent and service total margin. |
• | Operating and administrative expenses increased slightly reflecting, among other things, higher accruals for litigation ($10 million) and higher vehicle lease expense ($10 million), including $5 million to correct vehicle lease expense associated with prior periods, substantially offset by lower general insurance and self-insured casualty and liability expense, and other controllable expenses that were lower than prior year. |
For the year ended September 30, | 2019 | 2018 | Decrease | ||||||||||||
Revenues | $ | 2,372.2 | $ | 2,683.8 | $ | (311.6 | ) | (11.6 | )% | ||||||
Total margin (a) | $ | 955.8 | $ | 1,043.2 | $ | (87.4 | ) | (8.4 | )% | ||||||
Operating and administrative expenses | $ | 611.3 | $ | 657.9 | $ | (46.6 | ) | (7.1 | )% | ||||||
Operating income | $ | 228.9 | $ | 247.9 | $ | (19.0 | ) | (7.7 | )% | ||||||
Earnings before interest expense and income taxes | $ | 234.3 | $ | 240.4 | $ | (6.1 | ) | (2.5 | )% | ||||||
LPG retail gallons sold (millions) | 832.6 | 875.0 | (42.4 | ) | (4.8 | )% | |||||||||
Heating degree days - % (warmer) than normal | (5.8 | )% | (5.3 | )% | |||||||||||
Capital expenditures | $ | 106.4 | $ | 111.4 | $ | (5.0 | ) | (4.5 | )% |
• | Total retail LPG gallons sold decreased due to warm weather during the peak heating months, lower crop drying volumes due to a very warm and dry summer, and the loss of a low-margin cylinder dealer in Poland. |
• | Total margin decreased $87 million due to lower retail LPG gallons sold and the translation effects of the weaker euro and British pound sterling (approximately $60 million) partially offset by slightly higher average retail LPG unit margin. |
• | Operating and administrative expenses decreased $47 million principally reflecting the translation effects of the weaker euro and British pound sterling on local currency expenses (approximately $35 million). In local currency, operating and administrative expenses were lower than prior year principally reflecting lower expenses associated with operational safety requirements, and lower advertising, information technology and outside services expense. |
• | Earnings before interest expense and income taxes ("EBIT") decreased $6 million principally reflecting a $19 million decrease in operating income offset by higher gains on foreign exchange contracts used to reduce volatility in UGI International's net income. |
For the year ended September 30, | 2019 | 2018 | Increase (Decrease) | ||||||||||||
Revenues | $ | 1,515.7 | $ | 1,421.7 | $ | 94.0 | 6.6 | % | |||||||
Total margin (a) | $ | 274.5 | $ | 330.9 | $ | (56.4 | ) | (17.0 | )% | ||||||
Operating and administrative expenses | $ | 119.5 | $ | 112.8 | $ | 6.7 | 5.9 | % | |||||||
Operating income | $ | 105.0 | $ | 175.1 | $ | (70.1 | ) | (40.0 | )% | ||||||
Earnings before interest expense and income taxes | $ | 114.1 | $ | 178.7 | $ | (64.6 | ) | (36.1 | )% | ||||||
Heating degree days - % (warmer) than normal | (1.6 | )% | (1.5 | )% | |||||||||||
Capital expenditures | $ | 124.3 | $ | 43.1 | $ | 81.2 | 188.4 | % |
• | Total margin decreased $56 million principally reflecting lower capacity management total margin ($69 million), lower electric generation total margin ($10 million) and lower natural gas marketing total margin. These decreases were partially offset by higher natural gas gathering total margin including incremental margin from the CMG acquisition. |
• | Operating and administrative expenses increased $7 million reflecting higher expenses associated with greater peaking, LNG, and gas gathering activities including incremental expenses from the CMG acquisition, slightly higher compensation and benefits expense, and slightly higher operation and maintenance expense. |
• | Depreciation and amortization expense increased $7.9 million principally due to incremental depreciation from the expansion of natural gas gathering assets including CMG and, to a much lesser extent, peaking and LNG assets. |
• | EBIT decreased $65 million primarily due to lower margin, higher depreciation and amortization expense and higher operating and administrative expenses. EBIT includes incremental equity income from the Pennant system that was acquired as part of the CMG acquisition. |
For the year ended September 30, | 2019 | 2018 | Increase (Decrease) | ||||||||||||
Revenues | $ | 1,048.6 | $ | 1,092.4 | $ | (43.8 | ) | (4.0 | )% | ||||||
Total margin (a) | $ | 562.6 | $ | 564.5 | $ | (1.9 | ) | (0.3 | )% | ||||||
Operating and administrative expenses | $ | 244.3 | $ | 242.2 | $ | 2.1 | 0.9 | % | |||||||
Operating income | $ | 224.2 | $ | 239.9 | $ | (15.7 | ) | (6.5 | )% | ||||||
Earnings before interest expense and income taxes | $ | 225.7 | $ | 237.5 | $ | (11.8 | ) | (5.0 | )% | ||||||
Gas Utility system throughput - billions of cubic feet | |||||||||||||||
Core market | 80.3 | 80.2 | 0.1 | 0.1 | % | ||||||||||
Total | 293.9 | 264.0 | 29.9 | 11.3 | % | ||||||||||
Gas Utility Heating degree days - % (warmer) than normal | (5.0 | )% | (2.1 | )% | |||||||||||
Capital expenditures | $ | 355.3 | $ | 338.5 | $ | 16.8 | 5.0 | % |
• | Gas Utility core market throughput increased slightly despite weather that was 3% warmer than the prior year primarily due to increased residential and commercial heating customers and higher use per customer. |
• | Total margin decreased $2 million principally reflecting the effects of the May 17, 2018, PA Public Utility Commission ("PAPUC") Order regarding credit to customers of tax savings from the TCJA. Excluding the effects on margin in both periods as a result of the PAPUC Order, Gas Utility total margin increased $8 million. Electric Utility total margin also increased primarily reflecting higher transmission revenue and the increase in base rates partially offset by lower distribution system sales. |
• | Operating and administrative expenses increased $2 million primarily reflecting higher contractor and outside service expense ($5 million) and higher IT maintenance and consulting expenses ($3 million) partially offset by lower uncollectible accounts expense ($4 million). |
• | Depreciation expense increased $8.2 million due to increased distribution system and IT capital expenditure activity. |
• | EBIT decreased $12 million reflecting lower total margin ($2 million), higher operating and administrative expenses ($2 million), greater depreciation expense ($8 million), and higher other operating expense ($2 million) partially offset by higher postretirement plan non-service income ($4 million). |
($ millions, except per share) Unaudited | Three Months Ended September 30, | Twelve Months Ended September 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Revenues: | ||||||||||||||||
AmeriGas Propane | $ | 411.5 | $ | 467.0 | $ | 2,682.0 | $ | 2,823.0 | ||||||||
UGI International | 391.7 | 456.4 | 2,372.2 | 2,683.8 | ||||||||||||
Midstream & Marketing | 246.6 | 264.7 | 1,515.7 | 1,421.7 | ||||||||||||
UGI Utilities | 132.4 | 126.1 | 1,048.6 | 1,092.4 | ||||||||||||
Corporate & Other (a) | (31.8 | ) | (41.1 | ) | (298.1 | ) | (369.7 | ) | ||||||||
Total revenues | $ | 1,150.4 | $ | 1,273.1 | $ | 7,320.4 | $ | 7,651.2 | ||||||||
Earnings (loss) before interest expense and income taxes: | ||||||||||||||||
AmeriGas Propane | $ | (8.7 | ) | $ | (12.6 | ) | $ | 404.0 | $ | 422.2 | ||||||
UGI International | 16.5 | 0.2 | 234.3 | 240.4 | ||||||||||||
Midstream & Marketing | 14.4 | 8.2 | 114.1 | 178.7 | ||||||||||||
UGI Utilities | 7.2 | 2.2 | 225.7 | 237.5 | ||||||||||||
Total reportable segments | 29.4 | (2.0 | ) | 978.1 | 1,078.8 | |||||||||||
Corporate & Other (a) | (103.3 | ) | 64.0 | (319.8 | ) | 5.8 | ||||||||||
Total (loss) earnings before interest expense and income taxes | (73.9 | ) | 62.0 | 658.3 | 1,084.6 | |||||||||||
Interest expense: | ||||||||||||||||
AmeriGas Propane | (41.2 | ) | (41.1 | ) | (167.4 | ) | (163.1 | ) | ||||||||
UGI International | (7.7 | ) | (4.8 | ) | (25.0 | ) | (21.1 | ) | ||||||||
Midstream & Marketing | (7.3 | ) | (0.3 | ) | (9.0 | ) | (2.4 | ) | ||||||||
UGI Utilities | (13.3 | ) | (10.9 | ) | (49.6 | ) | (42.9 | ) | ||||||||
Corporate & Other, net (a) | (6.6 | ) | (0.2 | ) | (6.8 | ) | (0.6 | ) | ||||||||
Total interest expense | (76.1 | ) | (57.3 | ) | (257.8 | ) | (230.1 | ) | ||||||||
(Loss) income before income taxes | (150.0 | ) | 4.7 | 400.5 | 854.5 | |||||||||||
Income tax benefit (expense) (b) | 19.2 | (12.5 | ) | (92.6 | ) | (32.1 | ) | |||||||||
Net (loss) income including noncontrolling interests | (130.8 | ) | (7.8 | ) | 307.9 | 822.4 | ||||||||||
Add net loss (deduct net income) attributable to noncontrolling interests, principally in AmeriGas Partners, L.P. | 79.3 | 32.2 | (51.7 | ) | (103.7 | ) | ||||||||||
Net (loss) income attributable to UGI Corporation | $ | (51.5 | ) | $ | 24.4 | $ | 256.2 | $ | 718.7 | |||||||
(Loss) earnings per share attributable to UGI shareholders: | ||||||||||||||||
Basic | $ | (0.27 | ) | $ | 0.14 | $ | 1.44 | $ | 4.13 | |||||||
Diluted | $ | (0.27 | ) | $ | 0.14 | $ | 1.41 | $ | 4.06 | |||||||
Weighted Average common shares outstanding (thousands) (c): | ||||||||||||||||
Basic | 189,905 | 174,391 | 178,417 | 173,908 | ||||||||||||
Diluted | 189,905 | 177,506 | 181,111 | 176,905 | ||||||||||||
Supplemental information: | ||||||||||||||||
Net income (loss) attributable to UGI Corporation: | ||||||||||||||||
AmeriGas Propane | $ | (8.1 | ) | $ | (5.1 | ) | $ | 68.2 | $ | 76.3 | ||||||
UGI International | 3.6 | 0.4 | 144.8 | 153.1 | ||||||||||||
Midstream & Marketing | 6.7 | 6.1 | 78.0 | 126.7 | ||||||||||||
UGI Utilities | (6.2 | ) | (4.3 | ) | 133.2 | 140.9 | ||||||||||
Corporate & Other (a) | (47.5 | ) | 27.3 | (168.0 | ) | 221.7 | ||||||||||
Total net (loss) income attributable to UGI Corporation | $ | (51.5 | ) | $ | 24.4 | $ | 256.2 | $ | 718.7 |
(a) | During the fourth quarter of Fiscal 2019, the measurement of segment profit used by our CODM was revised to exclude certain items that are now included in Corporate & Other (in addition to net gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions which had been previously excluded). Corporate & Other now includes, among other things, specific items attributable to our reportable segments that are not included in profit measures used by our chief operating decision maker in assessing our reportable segments' performance or allocating resources. These specific items are shown in the section titled "Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share" below. Corporate & Other also includes the elimination of certain intercompany transactions. Also during the fourth quarter of Fiscal 2019, we began evaluating the performance of our reportable segments based upon earnings before interest expense and income taxes, excluding the items above. |
(b) | Income tax expense for the three and twelve months ended September 30, 2018 includes benefits from adjustments to tax-related amounts resulting from the TCJA enacted on December 22, 2017 of $(5.8) million and $166.3 million, respectively, and (expense) benefits from adjustments to net deferred income tax liabilities in France as a result of tax legislation in France of $(1.4) million and $12.1 million, respectively. |
(c) | Fiscal 2019 includes the partial-year impact from the August 2019 issuance of 34.6 million shares of UGI Common Stock in connection with the AmeriGas Merger. |
Fiscal Year Ended September 30, | 2019 | 2018 | |||||
Adjusted net income attributable to UGI Corporation (millions): | |||||||
Net income attributable to UGI Corporation | $ | 256.2 | $ | 718.7 | |||
Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $(59.5) and $26.7) (1) (2) | 147.4 | (68.1 | ) | ||||
Unrealized gains on foreign currency derivative instruments (net of tax of $9.3 and $9.3) (1) | (22.9 | ) | (19.6 | ) | |||
Loss on extinguishments of debt (net of tax of $(1.9) and $0) (1) | 4.2 | — | |||||
AmeriGas Merger expenses (net of tax of $(0.4) and $0) (1) | 1.2 | — | |||||
Acquisition and integration expenses associated with the CMG acquisition (net of tax of $(4.5) and $0) (1) | 11.2 | — | |||||
LPG business transformation costs (net of tax of $(5.1) and $0) (1) | 15.6 | — | |||||
Integration expenses associated with Finagaz (net of tax of $0 and $(12.0)) (1) | — | 18.5 | |||||
Impairment of Partnership tradenames and trademarks (net of tax of $0 and $(5.8)) (1) | — | 14.5 | |||||
Impact from change in French tax rate | — | (12.1 | ) | ||||
Remeasurement impact from TCJA | — | (166.3 | ) | ||||
Total adjustments | 156.7 | (233.1 | ) | ||||
Adjusted net income attributable to UGI Corporation | $ | 412.9 | $ | 485.6 | |||
Adjusted diluted earnings per share: | |||||||
UGI Corporation earnings per share - diluted | $ | 1.41 | $ | 4.06 | |||
Net losses (gains) on commodity derivative instruments not associated with current-period transactions | 0.82 | (0.39 | ) | ||||
Unrealized gains on foreign currency derivative instruments | (0.13 | ) | (0.11 | ) | |||
Loss on extinguishments of debt | 0.02 | — | |||||
AmeriGas Merger expenses | 0.01 | — | |||||
Acquisition and integration expenses associated with the CMG acquisition | 0.06 | — | |||||
LPG business transformation costs | 0.09 | — | |||||
Integration expenses associated with Finagaz | — | 0.10 | |||||
Impairment of Partnership tradenames and trademarks | — | 0.08 | |||||
Impact from change in French tax rate | — | (0.07 | ) | ||||
Remeasurement impact from TCJA | — | (0.93 | ) | ||||
Adjusted diluted earnings per share | $ | 2.28 | $ | 2.74 |
(1) | Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates. |
(2) | Includes the effects of rounding. |
2019 | 2018 | ||||||
Income before income taxes | $ | 236.6 | $ | 259.1 | |||
Interest expense | 167.4 | 163.1 | |||||
Depreciation and amortization | 179.4 | 185.8 | |||||
Noncontrolling interest (i) | (3.1 | ) | (2.5 | ) | |||
Partnership Adjusted EBITDA | $ | 580.3 | $ | 605.5 |
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