LAKE AREA CORN PROCESSORS LLC
SUBMISSION OF MATTERS TO A VOTE OF SECURITY   HOLDERS.      We did not submit any matter to a vote of our unit holders through the solicitation of proxies or otherwise during the fourth quarter of 2005.   PART II
MARKET FOR MEMBERSHIP UNITS AND RELATED   MEMBER MATTERS AND ISSUER PURCHASES OF MEMBERSHIP UNITS.      Recent Sales of Unregistered Securities   None.   Market Information   There is no public trading market for our units.  Our units may only be transferred in accordance with our Capital Units Transfer System, which provides for transfers by gift to family members, upon death, and through a qualified matching service, subject to approval by our board of managers.  Our qualified matching service is operated through Variable Investment Advisors, Inc., a registered broker-dealer based in Sioux Falls, South Dakota.  Variable Investment Advisor’s Alternative Trading System may be accessed at www.agstocktrade.com. The matching service consists of an electronic bulletin board that provides information to prospective sellers and buyers of our units.  We do not receive any compensation relating to the matching service.  We have no role in effecting the transactions beyond approval, as required under our operating agreement and the issuance of new certificates.  So long as we remain a Section 12 registrant and a publicly reporting company, information about the company will be publicly available through the SEC’s filing system.  However, if at any time we cease to be a Section 12 registrant or publicly reporting company, we will continue to make information about the company publicly available on our website.   Unit Holders   As of the date of filing of this report, the company had 29,620,000 membership units issued and outstanding and a total of approximately 992 membership unit holders.  There is no other class of membership unit issued or outstanding.   Distributions   Under the terms of our Amended and Restated Operating Agreement, we are required to make distributions to our members and may not retain more than $200,000 of net cash from operations, unless (1) a 75% supermajority of our board decides otherwise; (2) it would violate or cause a default under the terms of any debt financing or other credit facilities; or (3) it is otherwise prohibited by law.  Our ability to make distributions to our members is dependent upon the distributions made to us by Dakota Ethanol.  Revenues generated from plant operations are distributed by Dakota Ethanol to us in proportion to our equity ownership in Dakota Ethanol.  We distribute the revenues received from Dakota Ethanol to our unit holders in proportion to the number of units held by each unit holder.  A unit holder’s distribution is determined by dividing the number of units owned by such unit holder by the total number of units outstanding.  Our expectations with respect to our ability to make future distributions are discussed in greater detail in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Indebtedness.”   In addition, distributions to our unit holders are subject to certain loan covenants and restrictions that require us to make additional loan payments based on excess cash flow.  These loan covenants and restrictions are described in greater detail under “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”   24        2005 Distributions   In fiscal year 2005, Dakota Ethanol made total cash distributions to LACP of approximately $11.8 million and approximately $1.6 million to the minority members.  As a result, our board of managers approved cash distributions to our members totaling $11,551,800.  The following chart lists the cash distributions made to our members in 2005:      Date of Board Approval       Total   Distribution       Distribution   Per Unit       Distributed   to Members of Record as of:         December 20, 2004       $   2,073,400.00       $   0.07       January 1, 2005                                           February 18, 2005       $   2,962,000.00       $   0.10       January 1, 2005                                           April 15, 2005       $   1,777,200.00       $   0.06       January 1, 2005                                           August 26, 2005       $   1,777,200.00       $   0.06       May 1, 2005                                           December 16, 2005       $   2,962,000.00       $   0.10       September 1, 2005                                           Totals       $   11,551,800.00       $   0.39                  2004 Distributions   In 2004, Dakota Ethanol made cash distributions to LACP of approximately $4,100,000 million and approximately $600,000 to the minority members.  As a result, LACP distributed approximately $4,100,000 million, or $0.14 per capital unit, to our members in 2004.   ITEM 6.                                                     SELECTED FINANCIAL DATA.   The following table sets forth selected consolidated financial data of Lake Area Corn Processors, LLC and Dakota Ethanol, LLC for the periods indicated. The audited financial statements included in Item 8 of this report have been audited by our independent auditors, Eide Bailly, LLP.       Statement of Operations Data:       2005       2004       2003         Revenues       $   80,020,970       $   84,432,486       $   69,391,182                                           Cost of Revenues       63,201,108       71,736,360       60,198,865                                           Gross Profit       16,819,862       12,696,126       9,192,317                                           General and Administrative Expense       (3,610,590   )   (3,058,024   )   (2,620,736   )                                       Income From Operations       13,209,272       9,638,102       6,571,581                                           Interest Expense       (1,089,364   )   (1,300,647   )   (1,461,763   )                                       Other Income       238,705       223,548       147,629                                           Minority Interest in Subsidiary Income       (1,494,029   )   (1,037,458   )   (641,767   )                                       Net Income       10,864,584       7,523,545       4,615,680                                           Capital Units Outstanding       29,620,000       29,620,000       29,620,000         Net Income Per Capital Unit       0.37       0.25       0.16         Cash Distributions per Capital Unit       0.32       0.21       0.12                        25           Balance Sheet Data:       2005       2004       2003         Working Capital       $   1,940,335       $   (145,791   )   $   (115,841   )     Net Property, Plant & Equipment       33,468,374       34,862,856       35,998,055         Total Assets       42,946,122       46,065,440       45,998,055         Long-Term Obligations       8,601,196       9,882,779       12,682,279         Minority Interest       3,234,649       3,055,597       2,863,277         Member’s Equity       24,013,590       22,627,406       21,324,061         Book Value Per Capital Unit       0.81       0.76       0.72
MANAGEMENT’S DISCUSSION AND ANALYSIS OF   FINANCIAL CONDITION AND RESULTS OF OPERATION.      Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties.  We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report.  Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in “Item 1A - Risk Factors” and elsewhere in this annual report.  Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes and with the understanding that our actual future results may be materially different from what we currently expect.   Overview   We own an 88% interest in Dakota Ethanol, LLC.  Dakota Ethanol owns and operates an ethanol plant with a nameplate capacity of 40 million gallons per year.  The plant currently operates in excess of its nameplate capacity, producing approximately 48 million gallons of ethanol per year.  Our revenues are derived from the sale and distribution of Dakota Ethanol’s ethanol and distillers grains throughout the continental United States.  Corn is supplied to us primarily from our members who are local agricultural producers and from purchases of corn on the open market. After processing the corn, the ethanol is sold to our ethanol marketer, which subsequently markets and sells the ethanol to gasoline blenders and refineries located throughout the continental United States.  For the fiscal year ending December 31, 2005, our ethanol was marketed by Ethanol Products, LLC, a Broin affiliate.  Beginning January 1, 2006, our ethanol will be marketed by RMPG pursuant to our ethanol marketing agreement.  We have elected to use a pooled marketing arrangement which means that the ethanol we produce is pooled with other ethanol producers and marketed by RPMG.  We pay RPMG a pooling fee for ethanol delivered to the pool, and RPMG pays us a netback price per gallon that is based upon the difference between the pooled average delivered ethanol selling price and the pooled average distribution expense.  These averages are calculated based upon each pool participant’s selling price and expense averaged in direct proportion to the volume of ethanol supplied by each participant to the pool.  Except distillers grains we sell directly to local farmers, our distillers grains are sold through a marketer that markets and sells the product to livestock feeders.  From the commencement of our operations through December 1, 2005, Dakota Gold Marketing, a Broin affiliate, marketed our distillers grains.  Subsequent to December 1, 2005, our distillers grains will be marketed by Commodity Specialist Company (CSC).  For our distillers grains, we receive a percentage of the selling price actually received by CSC in marketing the distillers grains to its customers.   Our operating income or loss is significantly tied to the price at which ethanol and distillers grains are sold.  Historically, the price of ethanol tends to fluctuate in the same direction as the price of unleaded gasoline and other petroleum products.  Surplus ethanol supplies also tend to put downward price pressure on ethanol.  In contrast, the price of distillers grains generally tends to fluctuate based on the price of substitute livestock feed, such as corn and soybean meal.  Surplus grain supplies also tend to put downward price pressure on distillers grains.   Our cost of revenues, which includes production expenses, is significantly affected by the cost of corn and natural gas.  In 2005, for instance, the cost of corn was approximately 50% of total cost of revenues, whereas the cost of natural gas was approximately 23% of total cost of revenues.  Comparatively, in 2004, the cost of corn was approximately 60% of total cost of revenues, whereas the cost of natural gas was approximately 15% of total cost of   26        revenues.  The cost of corn is affected primarily by supply and demand factors such as crop production, carryout, exports, risk management and weather, much of which we have no control over.  Natural gas prices fluctuate with the energy complex in general.  Over the last few years, natural gas prices have trended higher than average and it appears they will continue to trend higher due to the high price of fuel oil and increased demand.   We are subject to industry-wide factors that affect our revenues and profits.  These factors include, but are not limited to, the available supply and cost of corn from which our ethanol and distillers grains are made; the cost of natural gas, which we use in the production of ethanol and distillers grains; dependence on one or a few major customers who market and distribute our products; the intensely competitive nature of our industry; possible legislation at the federal, state, and/or local level; changes in federal ethanol tax incentives; and the cost of complying with the extensive environmental laws that regulate our industry.   Results of Operations   Comparison of Year Ended December 31, 2005 and 2004.   The following table shows the results of our operations and the percentage of revenues, cost of goods sold, operating expenses and other items to total revenues in our consolidated statements of operations for the fiscal years ended December 31, 2005 and 2004:              2005       2004         Income Statement Data:       Amount       %       Amount       %         Revenues       $   80,020,970       100.0       $   84,432,486       100.0                                                   Cost of Revenues       63,201,108       79.0       71,736,360       85.0                                                   Gross Profit       16,819,862       21.0       12,696,126       15.0                                                   General and Administrative Expense       (3,610,590   )   (4.5   )   (3,058,024   )   (3.6   )                                               Income From Operations       13,209,272       16.5       9,638,102       11.4                                                   Interest Expense       (1,089,364   )   (1.4   )   (1,300,647   )   (1.5   )                                               Other Income       238,705       0.3       223,548       0.3                                                   Minority Interest in Subsidiary Income       (1,494,029   )   (1.9   )   (1,037,458   )   (1.2   )                                               Net Income       10,864,584       13.6       7,523,545       8.9                        Revenues   The decrease in revenues from fiscal year 2005 compared to fiscal year 2004 is due primarily to a decrease in the price of ethanol and distillers grains, which resulted in lower revenues from sales of those products.  In addition, revenue decreased due to lower production volume as a result of additional plant downtime for general maintenance.  Net gallons of denatured ethanol sold totaled 47.8 million in fiscal 2005 compared to 49.3 million in fiscal 2004.  The average per gallon price we received for our ethanol sold for 2005 decreased by approximately 1% compared to the twelve months ended December 31, 2004.  Sales of co-products decreased by approximately 15% in 2005 compared to co-products sales in 2004 due to decreased market prices for corn and other alternative feedstocks.  In addition, the total incentive revenue from state and federal programs decreased by approximately 13%.   Although ethanol prices were strong for part of the first fiscal quarter of 2005, excess supply of ethanol due to increased production caused ethanol prices to decline during the first three quarters of the year.  Although ethanol prices increased in the third quarter, Dakota Ethanol was not able to take advantage of these higher prices during the third or fourth quarters because a large portion of its ethanol production had been pre-sold below market rates.   27        Increased demand, firm crude oil and gas markets, public acceptance, and positive political signals have all contributed to a strengthening of ethanol prices.   Management currently expects ethanol prices to remain higher in the short-term than historical averages.  However, in order to sustain these higher price levels, management believes the industry will need to continue to grow demand to offset the increased supply brought to the market place by additional production. Ethanol production continues to grow as additional plants become operational.  According to the Renewable Fuels Association, there are over 90 ethanol plants in operation nationwide that have the capacity to annually produce approximately 4.4 billion gallons of ethanol.  Of these, there are at least 8 plants undergoing expansions.  In addition, over 30 new ethanol plants are under construction.  Expansions and plants under construction are expected to add an additional 2.1 million gallons of annual capacity.  In addition, ADM has announced a plan to add 500 million gallons of ethanol production, clearly indicating its desire to maintain a significant share of the ethanol market.   We also expect that use of ethanol as a fuel oxygenate may increase due to decreased use of methyl tertiary butyl ether (“MTBE”), the primary competitor of ethanol as a fuel oxygenate.  Although the Energy Policy Act of 2005 did not impose a national ban of MTBE, the Act’s failure to include liability protection for manufacturers of MTBE could result in refiners and blenders using ethanol as an oxygenate rather than MTBE to satisfy the Clean Air Act’s reformulated gasoline oxygenate requirement.  While this may create some additional demand in the short term, the Act repeals the Clean Air Act’s 2% oxygenate requirement.  However, the Clean Air Act also contains an oxygenated fuel requirement for areas classified as carbon monoxide non-attainment areas.  These areas are required to establish an oxygenated fuels program for a period of no less than three months each winter.  The minimum oxygen requirement for gasoline sold in these areas is 2.7% by weight.  This is the equivalent of 7.7% ethanol by volume in a gasoline blend.  This requirement was unaffected by the Act and a number of states, including California, participate in this program.  As a result, demand for ethanol in these areas during the winter months may increase and positively effect ethanol prices.   Increased consumption of E85 fuel and increased consumer awareness of ethanol may increase ethanol demand.  The US Department of Energy Alternative Fuels Data Center has reported that the availability and use of E85 is growing nationally, and the availability of E85 and FFVs is expected to increase significantly in the next few years.  According to the National Ethanol Vehicle Coalition, the benefits of E85 include less dependence upon oil imported from other countries, in addition to environmental benefits because E85 contains roughly 80% less of the potential contaminants found in gasoline.  However, consumer resistance to the use of ethanol may affect the demand for ethanol which could affect our ability to market our product and reduce our revenues. .   Revenues from distillers grains decreased throughout the fiscal year, due to decreasing distillers grain prices.  Lower distillers grain prices were attributed in part to increased distillers grains production by new ethanol plants and in part to an abundant supply of grains and feed proteins as a result of the record grain harvests in 2004 and 2005.   We expect to benefit from federal ethanol supports and federal tax incentives. Changes to these supports or incentives could significantly impact demand for ethanol.  See ITEM 1. BUSINESS—Federal Ethanol Supports.  Incentive revenue from state and federal programs decreased 35% from the fiscal year ended December 31, 2004 to the fiscal year ended December 31, 2005.  The incentive revenue from the United States Department of Agriculture’s Commodity Credit Bioenergy Program decreased because funding for the program has been reduced.  This reduction is attributed to an increase in the number of eligible participants in the program, which reduces our share of the payments.  The receipt of these additional program payments is subject to the continued availability of program funds, which may be reduced as a result of increased participation in the program by new and expanding plants as well as decreased federal funding.  The Bioenergy Program is scheduled to expire at the end of the federal government’s 2006 fiscal year.   Incentive revenue from the State of South Dakota increased $35,000, or 5%.  Although funds allocated to this program increased in the 2005 program year and are expected to increase in the 2006 program year, it is uncertain whether the funds allocated to this program will be depleted before the end of these program years, much of which is dependent upon the production levels of all plants in South Dakota during these periods.   28        Cost of Revenues   Our cost of revenues as a percentage of revenues were 79% and 85% for the twelve months ended December 31, 2005 and 2004 respectively.  The decrease in our cost of revenues from period to period is primarily due to our reduced corn costs.  Our average per bushel price we paid for our corn decreased approximately 16% for the twelve months ended December 31, 2005 compared to the twelve months ended December 31, 2004.   We recognize the gains or losses that result from the changes in the value of our derivative instruments in cost of goods sold as the changes occur.  As corn and natural gas prices fluctuate, the value of our derivative instruments are impacted, which affects our financial performance.  We partially offset these losses with the cash price we paid for corn.  We anticipate continued volatility in our cost of goods sold due to the timing of the changes in value of the derivative instruments relative to the cost and use of the commodity being hedged.   Corn costs significantly impact our cost of goods sold.  The 2004 corn crop was the largest corn crop on record with national production at approximately 11.8 billion bushels and South Dakota production at approximately 539 million bushels. This allowed ethanol plants to purchase corn cheaply throughout 2005, which widened profit margins for many ethanol plants in the current year.  The 2005 national corn crop was the second largest on record with approximately 11.1 million bushels produced nationally, and 470 million bushels produced in South Dakota.  As a result, we expect corn prices to remain at relatively low levels into the 2005-2006 marketing year.   We expect the grain market to begin focusing on prospects for the 2006 crop.  Variables such as rainfall, planting dates, and temperatures will likely cause market uncertainty and create corn price volatility as the growing season begins. Demand for US corn is at an all time high.  Although carryout supplies for the 2006 marketing year are forecasted to be the largest year to year corn carryout since the late 1980’s, any production shortfall during the 2006 growing season will create volatility and may increase our cost of corn.  In addition, newly constructed ethanol plants and expansions of existing plants in our geographic area may lead to increased demand for corn, higher prices and possibly an inadequate supply of corn from local producers.    Natural gas has recently been available only at prices exceeding historical averages.  As a result, our natural gas costs for fiscal year ending December 31, 2005 were substantially higher than in the 2004 fiscal year.  These prices are increasing our costs of production.  In late August 2005, Hurricane Katrina caused dramatic damage to areas of Louisiana, which is the location of one of the largest natural gas hubs in the United States. As the damage from the hurricane became apparent, natural gas prices substantially increased. It is currently unknown how the damage will affect intermediate and long term prices of natural gas. Hurricane Rita also impacted the Gulf Coast and caused shutdowns at several Texas refineries, which further increased natural gas prices. We expect continued volatility in the natural gas market. Global demand for natural gas is expected to continue to increase, which may further drive up prices.  Any ongoing increases in the price of natural gas will increase our cost of production and may negatively impact our future profit margins.   General and Administrative Expense   Our operating expenses as a percentage of revenue were approximately 4.5% and 3.6% for fiscal year 2005 and 2004 respectively.  This increase is due primary to an increase in the management incentive fee owed to Broin Management, which is based directly on Dakota Ethanol’s net income.  In addition, payment to Broin Management relating to the termination of the contracts with Broin Management also increased our administrative expense.   Income from Operations   Our income from operations for fiscal year 2005 totaled $13,209,272 compared to $9,638,102 for fiscal year 2004.  This was a result of the decrease in cost of revenues for the fiscal year ended December 31, 2005.   Other Income and Expense   Our total other income and expense for the twelve months ended December 31, 2005 was substantially the same as the other income and expense for the twelve months ended December 31, 2004.  Our interest expense for   29        the fiscal year ended 2005 decreased due to a reduction in the principal balance on the loans outstanding with Dakota Ethanol’s primary lender.   Minority Interest in Subsidiary Income   Minority interest in subsidiary income increased to $1,494,029 for the year ended December 31, 2005, from $1,037,458 for the year ended December 31, 2004.  The increase in minority interest in subsidiary income was primarily due to the increased profitability of Dakota Ethanol, which increased by approximately $3.3 million from the year ended December 31, 2004.   Net Income   Net income increased to approximately $10.8 million for the year ended December 31, 2005 from $7.5 million for the year ended December 31, 2004.  A decrease in corn costs was the primary factor in the increase in our net income.   Comparison of Year Ended December 31, 2004 and 2003.   The following table shows the results of our operations and the percentage of revenues, cost of goods sold, operating expenses and other items to total revenues in our consolidated statements of operations for the fiscal years ended December 31, 2004 and 2003:              2004       2003         Income Statement Data:       Amount       %       Amount       %         Revenues       $   84,432,486       100.0       $   69,391,182       100.0                                                   Cost of   Revenues       71,736,360       85.0       60,198,865       86.8                                                   Gross Profit       12,696,126       15.0       9,192,317       13.2                                                   General and   Administrative Expense       (3,058,024   )   (3.6   )   (2,620,736   )   (3.8   )                                               Income From   Operations       9,638,102       11.4       6,571,581       9.4                                                   Interest   Expense       (1,300,647   )   (1.5   )   (1,461,763   )   (2.1   )                                               Other Income       223,548       0.3       147,629       0.2                                                   Minority   Interest in Subsidiary Income       (1,037,458   )   (1.2   )   (641,767   )   (0.9   )                                               Net Income       7,523,545       8.9       4,615,680       6.7                        Revenues   Revenue increased $15.0 million or 22% from the year ended December 31, 2003 to the year ended December 31, 2004.  The increase was due primarily to an increase in ethanol revenues, which was due primarily to an increase in the price of ethanol.  The average sales price of ethanol increased 22% from the year ended December 31, 2003 to the year ended December 31, 2004.  Ethanol prices increased because of strong demand for ethanol and a continuation of higher prices of unleaded gasoline.   Revenue from the sale of distillers grains increased $300,000, or 3%, from the year ended December 31, 2003 to the year ended December 31, 2004.  The increase in distillers grain sales was due primarily to a 4% increase in sales volume, offset by a 1% decrease in sales price.   Total incentive revenues from federal and state government incentive programs decreased by 33% from the year ended December 31, 2003 to the year ended December 31, 2004.  The incentive revenue from the United States   30        Department of Agriculture’s Commodity Credit Corporation Bioenergy Program decreased $188,000, or 35%, to $348,000 for the year ended December 31, 2004 from $536,000 for the year ended 2003.  This decrease was primarily because the payments under the Bioenergy Program are based in part on a plant’s increase in production from the prior year.  Dakota Ethanol, however, had a nominal increase in production in 2004 compared to 2003, resulting in less incentive revenue earned under the program.   Incentive revenue from the state of South Dakota incentive program decreased $311,000, or 32%, to $667,000 from the year ended December 31, 2003 to the year ended December 31, 2004.  The decrease was primarily due to an earlier than anticipated depletion of funds allocated to the program in the 2004 program year (July 1, 2003 to June 30, 2004).   Cost of Revenues   Cost of revenues, which includes production expense, increased 19% to $71.7 million for the year ended December 31, 2004 from $60.2 million for the year ended December 31, 2003.  The increase in the cost of corn was caused by an approximately 7% increase in the market price of corn per bushel from the year ended December 31, 2003 to the year ended December 31, 2004 and the risk management program in 2004.   In terms of risk management in 2004, the use of corn derivative instruments relative to the price fluctuation of corn in 2004 was a primary factor for the increase in cost of corn. Gains and losses that result from a change in value of corn and natural gas derivative instruments are recognized in cost of revenues as the changes occur.  For the year ended December 31, 2004, costs of revenues include losses of $3.8 million from the use of corn derivative instruments, up from $30,000 in 2003.  These losses were caused by fluctuations in the price of corn in 2004. At the end of 2003, Dakota Ethanol increased its use of corn derivative instruments and positions to protect against the market price forecasts for corn.  Those forecasts predicted higher prices for corn because of low world carryout prior to the growing season, decreased production, and drought.  As the year progressed, however, and it became apparent that corn production would be much higher than expected, the original market forecasts proved incorrect and the market price of corn actually declined.  When the market price declined, the value of the corn derivative instruments fell which led to an increase in cost of revenues. Dakota Ethanol recorded an increase to the cost of revenues of $4,069,718, and $25,192 related to derivative contracts for the years ended December 31, 2004 and 2003, respectively.   General and Administrative Expenses   General and administrative expenses increased 17% to $3.1 million for the year ended December 31, 2004 from $2.6 million for the year ended 2003.  The increase in general and administrative expenses was primarily due to an increase in the management incentive fees paid to Broin Management, LLC.  As net income rose, management incentive fees increased by 21% from the year ended December 31, 2003 to the year ended December 31, 2004.   Interest Expense   Interest expense decreased 11% to $1.3 million for the year ended December 31, 2004 from $1.4 million for the year ended of 2003.  The decrease in interest expense was primarily due to a reduction in the principal balance outstanding of all loans with First National Bank of Omaha.   Minority Interest in Subsidiary Income   Minority interest in subsidiary income increased 62% to $1.0 million for the year ended December 31, 2004 from $642,000 for the year ended of 2003.  The increase in minority interest in subsidiary income was primarily due to the increased profitability of Dakota Ethanol which increased by 62% for the year ended December 31, 2004 from the year ended December 31, 2003.   Net Income   Net income increased 63% to a net income of $7.5 million for the year ended December 31, 2004 from a net income of $4.6 million for the year ended December 31, 2003.  This change was caused primarily by, as   31        discussed above, an increase in ethanol and distillers grains revenues, offset by the increase in corn costs.   Plant Operations   We plan to continue to operate the ethanol plant for the next 12 months.  Management anticipates that the plant will continue to operate at or above name-plate capacity of 40 million gallons per year for the next twelve months.  We expect to have sufficient cash from cash flow generated by continuing operations and cash reserves to cover the costs of operations over the next 12 months, which consist primarily of corn supply, natural gas supply, staffing, office, audit, legal, compliance, working capital costs and debt service obligations.   However, a variety of market factors can affect both operating costs and revenues.  These factors include:   •                  Changes in the availability and price of corn;   •                  Changes in the environmental regulations that apply to our plant operations;   •                  Increased competition in the ethanol and oil industries;   •                  Changes in interest rates or the availability of credit;   •                  Changes in our business strategy, capital improvements or development plans;   •                  Changes in plant production capacity or technical difficulties in operating the plant;   •                  Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;   •                  Changes in the availability and price of natural gas and the market for distillers grains; and   •                  Changes in federal and/or state laws (including the elimination of any federal and/or state ethanol tax incentives).   Application of Critical Accounting Policies   Management uses estimates and assumptions in preparing our consolidated financial statements in accordance with generally accepted accounting principles.  These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Of the significant accounting policies described in the notes to our consolidated financial statements, we believe that the following are the most critical:   Derivative Instruments   We enter into derivative instruments to hedge the variability of expected future cash flows related to forecasted corn and natural gas purchases, forward purchase contracts, and interest rates.  We do not typically enter into derivative instruments other than for hedging purposes.  All derivative instruments are recognized on our December 31, 2005 and December 31, 2004 balance sheet at their fair market value.  Currently, none of our derivative instruments is classified as cash-flow hedges for accounting purposes.  On the date the derivative instrument is entered into, we will designate the derivative as either a hedge of the variability of cash flows of a forecasted transaction or will not designate the derivative as a hedge.  Changes in the fair value of a derivative that is designated as, and meets all of the required criteria for, a cash flow hedge are recorded in accumulated other comprehensive income and reclassified into earnings as the hedged items affect earnings.  Changes in the fair value of a derivative that is not designated as a hedge are recorded in current period earnings.  Although certain derivative instruments may not be designated as, and accounted for, as a cash flow hedge, they are effective economic hedges of specified risks.   Liquidity and Capital Resources   The following table shows cash flows for the last two years:              Year ended December 31,                 2005       2004         Net cash   from operating activities       $   14,300,244       $   11,388,383         Net cash   used for investing activities       (684,811   )   (687,766   )     Net cash   used for financing activities       (15,118,655   )   (8,589,929   )                32        Cash Flow From Operations.  The increase in net cash flow provided from operating activities between 2005 and 2004 was primarily due to a favorable spread between the price of corn and the price of ethanol.  Our capital needs are being adequately met through cash from our operating activities and our current credit facilities.   Cash Flow From Investing Activities.  We used cash provided by operating activities for capital expenditures which totaled $1,154,799 for fiscal 2005 compared to $890,456 for fiscal 2004.  This increase primarily reflects expenditures for the purchase of property and equipment.  In 2005, we installed pollution equipment including a scrubber and vapor flare for the purpose of controlling air emissions from the plant.  An additional $300,000 in cash was used in 2005 to modify the distillers grains drying system.  We expect to spend $350,000 on hammermill installation in the 2006 fiscal year.   Cash Flow From Financing Activities. We used cash for financing activities for distributions and debt service of $15,118,655 in fiscal 2005 compared to $8,589,929 in fiscal 2004.  The primary reason for increase in cash used was due to distributions made to our members and the minority members of Dakota Ethanol.  Distributions of approximately $11.5 million and $1.6 million were made to our members and the minority members of Dakota Ethanol, respectively, in fiscal 2005, compared to $4.1 million and $600,000, respectively during fiscal 2004.   Management anticipates sufficient cash flow from operating activities and revolving debt to cover debt service obligations, operations and planned capital expenditures for the next 12 months.  Payments to Broin Management and the Broin-related entities for the termination of the management and service contracts were paid from cash flows, while any payment for the purchase of the Broin family members’ minority interest in Dakota Ethanol, if sold, is expected to be financed with new debt.   The following table shows cash flows for 2004 and 2003:              Year ended December 31,                 2004       2003         Net cash   from operating activities       $   11,388,383       $   7,086,879         Net cash   used for investing activities       (687,766   )   (230,288   )     Net cash   used for financing activities       (8,589,929   )   (6,759,775   )                Cash Flow From Operations-The increase in net cash flow provided from operating activities between 2004 and 2003 was primarily attributed to an increase in net income and a decrease in working capital requirements.  The decrease in working capital requirements was related to a decrease in inventory, accounts payable and investments in commodity contracts, with accounts receivable increasing during the same period.  Inventory decreased primarily due to losses on deferred corn purchases as the market values on deferred corn purchases were lower in 2004 compared to 2003.  Accounts payable decreased due to a reduction in corn payables, as more producers delivering corn to the plant in late 2003 elected to defer payment until 2004 and were paid after the beginning of the year.  The decrease in investments in commodity contracts in 2004 was related to a change in the composition of the contracts and a decrease in value of futures’ contracts in 2004.  Accounts receivable increased based on the increase in the market price of ethanol in 2004.   Cash Flow From Investing Activities-The increase in cash used for investing activities was mainly attributed to an increase in the purchase of property and equipment.  Approximately $564,000 more in cash was used in 2004 for capital improvement projects, specifically improvements to buildings and equipment at the plant.  The increase in capital spending was offset by a $107,000 increase in cash provided by other assets, as investments provided an improved rate of return in 2004.   Cash Flow From Financing Activities-The increase in cash used by financing activities was attributed to a decrease in outstanding checks in excess of bank balance and additional distributions being made to our members and the minority members.  Outstanding checks in excess of bank balances decreased approximately $800,000 as there was more cash available at the end of 2004.  Approximately $600,000 more in distributions was made to our   33        members in 2004 compared to 2003.  Similarly, approximately $60,000 more in distributions was made to the minority members in 2004 compared to 2003.   Indebtedness   First National Bank of Omaha is Dakota Ethanol’s primary lender.  Dakota Ethanol has four notes or loans outstanding with First National Bank pursuant to a Construction Loan Agreement and Construction Note dated September 25, 2000 and amendments dated July 29, 2002, November 1, 2002, and April 23, 2004.   Short-Term Debt Sources   On April 22, 2005, Dakota Ethanol renewed a revolving promissory note from First National Bank of Omaha in the amount of $3,000,000.  The note expires on April 21, 2006 and the amount available is subject to certain financial ratios.  Interest on any outstanding principal balance accrues at .50% above the bank’s base rate. There is a commitment fee of 0.375% on the unused portion of the $3,000,000 availability.  The note is collateralized by the ethanol plant, its accounts receivable and inventories.  On December 31, 2005, Dakota Ethanol did not have an outstanding balance on the note, and the entire amount of $3,000,000 was available to be drawn on the revolving promissory note.  There was no outstanding balance as of December 31, 2004.  The note is secured by Dakota Ethanol’s real property, personal property, and an assignment of all rents and leases in favor of First National.   Long-Term Debt Sources   Dakota Ethanol originally had a $26,600,000 note payable to First National Bank of Omaha for the construction and permanent financing of the plant, referred to as Term Note 1.  On July 29, 2002, Dakota Ethanol amended the construction loan agreement to create two term notes from its original Term Note 1, creating Term Notes 2 and 3.  Term Note 3 was converted into Term Notes 4 and 5 on November 1, 2002.  Pursuant to these agreements, Dakota Ethanol is subject to certain restrictive covenants establishing minimum reporting requirements, ratios, working capital and net worth requirements.  The notes are secured by the ethanol plant. The notes are subject to prepayment penalties based on the cost incurred by the Bank to break its fixed interest rate commitment.  The other terms and conditions of Term Note 1 remain in effect.  Except as set forth below, the original terms and conditions of Term Note 1 apply to Term Notes 4 and 5.   The balance of Term Note 2 requires quarterly installments of $581,690 which commenced on October 1, 2002.  The balance is due September 1, 2011.  Interest on outstanding principal balances accrues at a rate of 9% annually.  The principal balance on the note as of December 31, 2005 was $9,718,308.   The balance of Term Note 4 is due and payable in quarterly installments of $329,777 commencing January 1, 2003, through September 1, 2011.  The installment will first be applied to the accrued interest on Term Note 5, and the remainder will be applied to accrued interest and principal of Term Note 4.   Interest on outstanding principal balances will accrue at 50 basis points above the lender’s rate (7.25 percent at December 31, 2005).  This rate is subject to various adjustments based on various levels of indebtedness to net worth, as defined by the agreement.  The principal balance due on Term Note 4 as of December 31, 2005 was $410,472.   The balance of Term Note 5 is due and payable in quarterly installments of interest only commencing January 1, 2003, through September 1, 2011.  Interest on outstanding principal balances will accrue at 50 basis points above the lender’s rate.  This rate is subject to various adjustments based on various levels of indebtedness to net worth, as defined by the agreement.  Dakota Ethanol may elect to borrow any principal amount repaid on Term Note 5 up to $5,000,000 subject to the terms of the agreement.  Should Dakota Ethanol elect to utilize this feature, the lender will assess an unused commitment fee of 3/8 percent on the unused portion of the $5,000,000.  In addition, the bank draws the checking account balance to a minimum balance on a daily basis. The excess cash pays down or the shortfall is drawn upon Term Note 5 as needed. On December 31, 2005, 2004 and 2003, Dakota Ethanol had $0 outstanding and $5,000,000 available to be drawn on Term Note 5.   On October 1, 2001, Dakota Ethanol obtained a loan from Sioux Valley Energy for $85,000, relating to the financing of an extension of utility lines to the plant.  The loan was payable over ten years, beginning on October 1,   34        2001, with an effective interest rate of approximately 9%.  Principal payments of $72,701 were made during the year ended December 31, 2004, compared to payments of $5,666 for the year ended December 31, 2003.  As of December 31, 2005, there is no principal balance outstanding, as the note was fully repaid during the fourth quarter of 2004.   Finally, Dakota Ethanol has a long-term debt obligation on a portion of a $1.323 million tax increment revenue bond series issued by Lake County, South Dakota on December 2, 2003.  The portion for which Dakota Ethanol is obligated is estimated at $511,120. The bond was issued in connection with the refunding of a tax increment financing bond issued by Lake County in 2001, of which Dakota Ethanol was the recipient of the proceeds.  In 2003, Lake County became aware that the taxes collected from the property on which the plant was located would be insufficient to cover the debt service of the 2001 bond issue. Based on this deficiency and change in interest rates during December of 2003, Lake County refunded the 2001 bond issue and replaced it with two separate bonds: a tax-exempt bond in the amount of $824,599 and a taxable bond in the amount of $1,323,024. As a part of this refund, Dakota Ethanol entered into an agreement with the holder of these bonds to guarantee the entire debt service on the taxable bond issue. The taxes levied on Dakota Ethanol’s property are used first towards paying the debt service of the tax-exempt bonds and any remaining taxes are used for paying the debt service of the taxable bonds. Since the property taxes on the property are currently sufficient to cover a portion of the debt service on the taxable bond series, Dakota Ethanol’s obligation under the guarantee is to cover the shortfall in debt service, representing the difference between the original taxable bond amount ($1,323,024) and the estimated amount expected to be collected in property taxes from the real property on which Dakota Ethanol’s plant is located.   The interest rate on the bonds is 7.75% annually.  The taxable bonds require semi-annual payments of interest on December 1 and June 1, in addition to a payment of principal on December 1 of each year. While Dakota Ethanol’s obligation under the guarantee is expected to continue until maturity in 2018, such obligation may cease at some point in time if the property on which the plant is located appreciates in value to the extent that Lake County is able to collect a sufficient amount in taxes to cover the principal and interest payments on the taxable bonds. Principal payments of $53,533, $49,682 and $0 were made on the bonds for year ended December 31, 2005, December 31, 2004 and December 31, 2003, respectively. The principal balance outstanding was $1,219,808 as of December 31, 2005.   In addition to our long-term debt obligations, we have certain other contractual cash obligations and commitments.  The following tables provide information regarding our consolidated contractual obligations and commitments as of December 31, 2005:              Payment Due By Period         Contractual Cash Obligations       Total       Less than   One Year       One to   Three   Years       Three to   Five   Years       After Five   Years                                                           Long-Term Debt Obligations(1)       $   12,797,219       $   2,746,178       $   4,653,520       $   4,653,520       $   744,001         Capital Lease Obligations       0       0       0       0       0         Operating Lease Obligations       0       0       0       0       0         Purchase Obligations(2)       19,287,910       14,205,969       2,611,591       2,264,750       205,600         Other Long-Term Liabilities       435,567       62,617       124,855       113,163       134,932         Total Contractual Cash Obligations       $   32,520,696       $   17,014,764       $   7,389,966       $   7,031,433       $   1,084,533           (1) Estimated long-term debt obligations are based on the current interest rates on the notes.  The interest rate on the fixed rate note is 9.0% and the rate on the variable rate notes is 7.25%. (2) Purchase obligations include estimated payments for electricity supply agreements, and corn and natural gas purchase contracts for which the Company expects to take delivery.              Amount of Commitment Expiration Per Period         Commercial Commitments       Total       Less   than   One   Year       One to   Three   Years       Four to   Five   Years       After   Five   Years         Guarantee (1)       $   1,978,819       $   152,217       $   304,434       $   304,434       $   1,217,734         Total   Commercial Commitments       $   1,978,819       $   152,217       $   304,434       $   304,434       $   1,217,734           (1) Dakota Ethanol entered into a debt service guarantee in December 2003 as part of a re-funding on a taxable bond issue. Dakota Ethanol guarantees the payment of all principal ($1,323,024) and interest on the taxable bonds, the total commitment until maturity being $1,978,819. Since local property taxes cover a portion of the debt service payment, Dakota Ethanol’s current obligation under the guarantee is to cover a shortfall or difference between the amount estimated to be collected in property taxes on the real property on which Dakota Ethanol’s plant is located and the taxable bond amount. Currently, there is an estimated shortfall of approximately $435,567 between the taxable bond amount and the amount expected to be collected in property taxes on the real property. This amount is recognized as a guarantee liability in the financial statements.  If property taxes collected on the property became insufficient to cover the debt service on the taxable bonds, in part or in whole, Dakota Ethanol’s obligation under the guarantee would increase. For further information on this guarantee, please “Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Indebtedness” above.   Off-Balance Sheet Arrangements.   We do not have any off-balance sheet arrangements.   ITEM 7A.                                            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.   We are exposed to the impact of market fluctuations associated with interest rates and commodity prices as discussed below.  We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars. We use derivative financial instruments as part of an overall strategy to manage market risk. We use cash, futures and option contracts to hedge changes to the commodity prices of corn and natural gas. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges   35        for accounting purposes pursuant to the requirements of SFAS 133, Accounting for Derivative Instruments and Hedging Activities.   Interest Rate Risk   We are exposed to market risk from changes in interest rates. Exposure to interest rate risk results from holding long term notes which bear variable interest rates.  Specifically, we have $410,472 outstanding in variable rate, long-term debt as of December 31, 2005.  The specifics of each note are discussed in greater detail in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Indebtedness.”  Dakota Ethanol manages its interest rate risk by monitoring the effect of market changes on interest rates and using fixed rate debt.   Commodity Price Risk   We are also exposed to market risk from changes in commodity prices.  Exposure to commodity price risk results from our dependence on corn and natural gas in the ethanol production process.  We seek to minimize the risks from fluctuations in the prices of corn and natural gas through the use of hedging instruments.  In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate.  Although we believe our hedge positions accomplish an economic hedge against our future purchases, they are not designated as such for hedge accounting purposes, which would match the gain or loss on our hedge positions to the specific commodity purchase being hedged.  We are marking to market our hedge positions, which means as the current market price of our hedge positions changes, the gains and losses are immediately recognized in our cost of goods sold.   The immediate recognition of hedging gains and losses can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the cost and use of the commodity being hedged.  We recorded a decrease to cost of revenues of $817,433 related to derivative instruments for the year ended December 31, 2005.  We recorded an increase of cost of revenues of $4,069,718 and $25,192 related to derivative instruments for the years ended December 31, 2004 and 2003, respectively.  There are several variables that could affect the extent to which our derivative instruments are impacted by price fluctuations in the cost of corn or natural gas.  However, it is likely that commodity cash prices will have the greatest impact on the derivatives instruments with delivery dates nearest the current cash price.   To manage our corn price risk, our hedging strategy is designed to establish a price ceiling and floor for our corn purchases.  We have taken a net long position on our exchange traded futures and options contracts, which allows us to offset increases or decreases in the market price of corn.  The upper limit of loss on our futures contracts is the difference between the contract price and the cash market price of corn at the time of the execution of the contract. The upper limit of loss on our exchange traded and over-the-counter option contracts is limited to the amount of the premium we paid for the option.   We estimate that our expected corn usage is approximately 17 million bushels per year for the production of 48 million gallons of ethanol.  We have price protection for approximately 33% of our expected corn usage for fiscal year ended December 31, 2006 using CBOT futures and options and Over the Counter option contracts.  As we move forward, additional protection may be necessary.  As corn prices move in reaction to market trends and information, our income statement will be affected depending on the impact such market movements have on the value of our derivative instruments.  As we move forward, additional price protection may be required to solidify our margins into fiscal year 2007.  Depending on market movements, crop prospects and weather, these price protection positions may cause immediate adverse effects, but are expected to produce long-term positive growth for us.   As of December 31, 2005, Dakota Ethanol is committed to purchasing 177,000 mmBtu’s of natural gas for 2006, valued at approximately $1.7 million.  The natural gas purchases represent approximately 11% of the annual plant requirements.   A sensitivity analysis has been prepared to estimate our exposure to corn and natural gas price risk. The table presents the fair value of our derivative instruments as of December 31, 2005 and December 31, 2004 and the potential loss in fair value resulting from a hypothetical 10% adverse change in such prices. The fair value of the   36        positions is a summation of the fair values calculated by valuing each net position at quoted market prices as of the applicable date. The results of this analysis, which may differ from actual results, are as follows:      Year Ended       Fair Value       Effect of Hypothetical   Adverse   Change— Market Risk         December 31,   2005       $   170,125.00       $   17,012.50         December 31,   2004       $   749,832.00       $   74,983.20          37        ITEM 8.                                                     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Audit Committee Lake Area Corn Processors, LLC Wentworth, South Dakota   We have audited the accompanying consolidated balance sheets of Lake Area Corn Processors, LLC as of December 31, 2005 and 2004, and the related consolidated statements of operations, changes in members’ equity, and cash flows for each of the years ended December 31, 2005, 2004 and 2003. These consolidated financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these consolidated financial statements based upon our audits.   We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we do not express such an opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.   In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lake Area Corn Processors, LLC as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the years ended December 31, 2005, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.     Sioux Falls, South Dakota February 6, 2006, except for note 12, for which the date is February 15, 2006.   38        LAKE AREA CORN PROCESSORS, LLC CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2005 AND 2004              2005       2004       2005                                 Pro forma                                 (Unaudited)                                 See Note 12         ASSETS                                                                   CURRENT ASSETS                                 Cash       $   704,282       $   2,207,504       $   223,139         Receivables                                 Ethanol - related party       4,928,479       4,037,263       4,928,479         Distiller’s grains       343,456       501,501       343,456         Incentives       166,667       244,867       166,667         Other       75,000       —       75,000         Inventory                                 Raw materials       449,887       613,521       449,887         Finished goods       651,580       940,132       651,580         Parts inventory       889,481       611,736       889,481         Work in process       304,610       358,489       304,610         Investment in commodity contracts       170,125       749,832       170,125         Prepaid expenses       353,455       89,022       353,455                                           Total current assets       9,037,022       10,353,867       8,555,879                                           PROPERTY AND EQUIPMENT                                 Land       106,394       106,394       106,394         Land improvements       2,329,933       2,280,805       2,329,933         Buildings       7,439,179       7,439,179       7,439,179         Equipment       32,894,616       31,539,548       32,894,616         Construction in progress       19,967       580,853       19,967                 42,790,089       41,946,779       42,790,089         Less accumulated depreciation       (9,321,715   )   (7,083,923   )   (9,321,715   )                                       Net property and equipment       33,468,374       34,862,856       33,468,374                                           OTHER ASSETS                                 Guarantee premium       359,206       455,762       359,206         Other       81,520       392,955       81,520                                           Total other assets       440,726       848,717       440,726                                                   $   42,946,122       $   46,065,440       $   42,464,979          See Notes to Consolidated Financial Statements   39                   2005       2004       2005                                 Pro forma                                 (Unaudited)                                 See Note 12         LIABILITIES AND MEMBERS’ EQUITY                                                                   CURRENT LIABILITIES                                 Accounts payable       $   4,427,614       $   4,545,911       $   4,427,614         Accounts payable - related party       180,488       299,384       180,488         Accounts payable - construction - related   party       —       270,028       —         Distributions payable       —       2,073,400       —         Distributions payable - minority interest       —       280,000       —         Accrued liabilities       525,434       301,935       525,434         Current portion of guarantee payable       62,617       62,692       62,617         Current portion of notes payable       1,900,534       2,666,308       1,900,534                                           Total current liabilities       7,096,687       10,499,658       7,096,687                                           LONG-TERM LIABILITIES                                 Guarantee payable       372,950       448,429       372,950         Notes payable       8,228,246       9,434,350       11,125,522                                           Total long-term liabilities       8,601,196       9,882,779       11,498,472                                           MINORITY INTEREST       3,234,649       3,055,597       2,818,230                                           COMMITMENTS AND CONTINGENCIES                                                                   MEMBERS’ EQUITY                                 Capital units, $0.50 stated value,   29,620,000 units issued and outstanding       14,810,000       14,810,000       14,810,000         Additional paid-in capital       96,400       96,400       96,400         Retained earnings       9,107,190       7,721,006       6,145,190                                           Total members’ equity       24,013,590       22,627,406       21,051,590                                                   $   42,946,122       $   46,065,440       $   42,464,979          40        LAKE AREA CORN PROCESSORS, LLC CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003              2005       2004       2003         REVENUES                                 Sales - related party       $   69,125,699       $   71,648,488       $   56,450,057         Sales       10,239,951       11,769,124       11,427,190         Incentive income       655,320       1,014,874       1,513,935         Total revenues       80,020,970       84,432,486       69,391,182                                           COST OF   REVENUES       63,201,108       71,736,360       60,198,865                                           GROSS PROFIT       16,819,862       12,696,126       9,192,317                                           EXPENSES                                 General and administrative       3,610,590       3,058,024       2,620,736                                           INCOME FROM   OPERATIONS       13,209,272       9,638,102       6,571,581         OTHER INCOME   (EXPENSE)                                 Interest and other income       238,705       223,548       147,629         Interest and other expense       (1,089,364   )   (1,300,647   )   (1,461,763   )     Total other income (expense)       (850,659   )   (1,077,099   )   (1,314,134   )                                       NET INCOME   BEFORE MINORITY INTEREST       12,358,613       8,561,003       5,257,447                                           MINORITY   INTEREST IN SUBSIDIARY       (1,494,029   )   (1,037,458   )   (641,767   )                                       NET INCOME       $   10,864,584       $   7,523,545       $   4,615,680                                           BASIC AND   DILUTED EARNINGS PER UNIT       $   0.37       $   0.25       $   0.16                                           WEIGHTED AVERAGE UNITS OUTSTANDING FOR THE   CALCULATION OF BASIC AND DILUTED EARNINGS PER UNIT       29,620,000       29,620,000       29,620,000          See Notes to Consolidated Financial Statements   41        LAKE AREA CORN PROCESSORS, LLC CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003                              Additional                                 Capital Units               Paid-In       Retained                         Units       Amount       Capital       Earnings       Total         BALANCE, DECEMBER 31, 2002       29,620,000       $    14,810,000       $    96,400       $    5,356,381       20,262,781         Net income       —       —       —       4,615,680       4,615,680         Distributions paid ($.12 per capital unit)       —       —       —       (3,554,400   )   (3,554,400   )                                                       BALANCE, DECEMBER 31, 2003       29,620,000       14,810,000       96,400       6,417,661       21,324,061         Net income       —       —       —       7,523,545       7,523,545         Distributions paid ($.14 per capital unit)       —       —       —       (4,146,800   )   (4,146,800   )     Distributions payable ($.07 per capital   unit)       —       —       —       (2,073,400   )   (2,073,400   )                                                       BALANCE, DECEMBER 31, 2004       29,620,000       $   14,810,000       $   96,400       $   7,721,006       22,627,406         Net income       —       —       —       10,864,584       10,864,584         Distributions paid ($.32 per capital unit)       —       —       —       (9,478,400   )   (9,478,400   )                                                       BALANCE, DECEMBER 31, 2005       29,620,000       $   14,810,000       $   96,400       $   9,107,190       $   24,013,590                            See Notes to Consolidated Financial Statements   42        LAKE AREA CORN PROCESSORS, LLC CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003              2005       2004       2003         OPERATING ACTIVITIES                                 Net income       $   10,864,584       $   7,523,545       $   4,615,680         Changes to net income not affecting cash                                 Depreciation       2,274,401       2,195,723       2,164,551         Amortization       137,266       159,715       84,342         Minority interest in subsidiary       1,494,029       1,037,458       641,767         Other       (199,263   )   (214,428   )   (124,310   )     (Increase) decrease in                                 Receivables       (729,972   )   (123,044   )   (2,834   )     Inventory       228,320       905,491       (645,267   )     Prepaid expenses       (264,433   )   8,255       (58,861   )     Investment in commodity contracts       579,707       (21,282   )   (292,207   )     Increase (decrease) in                                 Accounts payable       (232,340   )   (33,123   )   753,689         Accrued liabilities       147,945       (49,927   )   (49,671   )                                       NET CASH FROM OPERATING ACTIVITIES       14,300,244       11,388,383       7,086,879                                           INVESTING ACTIVITIES                                 Change in other assets       469,988       202,690       95,906         Purchase of property and equipment       (1,154,799   )   (890,456   )   (326,194   )                                       NET CASH USED FOR INVESTING ACTIVITIES       (684,811   )   (687,766   )   (230,288   )                                       FINANCING ACTIVITIES                                 Outstanding checks in excess of bank   balance       —       (812,144   )   236,343         Principal payments on notes payable       (1,971,878   )   (3,065,845   )   (2,936,067   )     Distributions paid to minority members       (1,594,977   )   (565,140   )   (505,651   )     Distributions paid to LACP members       (11,551,800   )   (4,146,800   )   (3,554,400   )                                       NET CASH USED FOR FINANCING ACTIVITIES       (15,118,655   )   (8,589,929   )   (6,759,775   )                                       NET INCREASE (DECREASE) IN CASH       (1,503,222   )   2,110,688       96,816                                           CASH AT BEGINNING OF PERIOD       2,207,504       96,816       —                                           CASH AT END OF PERIOD       $   704,282       $   2,207,504       $   96,816                                           SUPPLEMENTAL DISCLOSURES OF CASH FLOW   INFORMATION                                                                   Cash paid during the year for interest       $   839,838       $   1,300,647       $   1,461,763          See Notes to Consolidated Financial Statements   43        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   NOTE 1 - NATURE OF OPERATIONS   Principal Business Activity   Lake Area Corn Processors, LLC (the Company) is a South Dakota limited liability company located in Wentworth, South Dakota. The Company was organized by investors to provide a portion of the corn supply for a 40 million-gallon (annual capacity) ethanol plant, owned by Dakota Ethanol, LLC (Dakota Ethanol). On September 4, 2001, the ethanol plant commenced its principal operations. The Company sells ethanol and related products to customers located in North America.   NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Principles of Consolidation   The consolidated financial statements of the Company include the accounts of its 88 percent owned subsidiary, Dakota Ethanol. All significant inter-company transactions and balances have been eliminated in consolidation.   Revenue Recognition   Revenue from the production of ethanol and related products is recorded when title transfers to customers, net of allowances for estimated returns. Generally, ethanol and related products are shipped FOB shipping point, based on written contract terms between Dakota Ethanol and it customers. Collectibility of revenue is reasonably assured based on historical evidence of collectibility between Dakota Ethanol and its customers. Interest income is recognized as earned.   Cost of Revenues   The primary components of cost of revenues from the production of ethanol and related co-product are corn expense, energy expense (natural gas and electricity), raw materials expense (chemicals and denaturant), shipping costs on sales, and direct labor costs.   Shipping costs incurred by Dakota Ethanol in the sale of ethanol are recorded as a component of cost of revenues. Shipping costs incurred in the sale of distiller’s grains, however, are deducted from the gross sales price and are not included in the cost of revenues. Accordingly, revenue for the sale of distiller’s grains is recorded based on the net selling price reported to Dakota Ethanol by the marketer. The shipping costs for the sale of distiller’s grains are recorded as a reduction from the gross sales prices and revenues. Shipping costs on distiller’s grains were $3,045,394, $3,017,827, and $2,887,124 for the years ended December 31, 2005, 2004 and 2003, respectively.   General and Administrative Expenses   The primary components of general and administrative expenses are management fee expenses, professional fee expenses (legal and audit), and insurance expenses.   Inventory Valuation   Corn inventory is stated at market value, which approximates net realizable value, based on local market prices determined by grain terminals in the area of Dakota Ethanol. Ethanol and related products are stated at net realizable value. Work-in-process, supplies, parts and chemical inventory are stated at the lower of cost or market on the first-in, first-out method.   In addition, futures and option contracts are marked to market through cost of revenues.   44        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   Cash and Cash Equivalents   Cash and cash equivalents consist of demand accounts and other accounts that provide withdrawal privileges. Checks drawn in excess of bank balance are recorded as a liability on the balance sheet and as a financing activity on the statement of cash flows.   Receivables and Credit Policies   Trade receivables are uncollateralized customer obligations due under normal trade terms requiring payment within fifteen days from the invoice date. Unpaid trade receivables with invoice dates over thirty days old bear interest at 1.5 percent per month.   Trade receivables are stated at the amount billed to the customer.   Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.   The carrying amount of trade receivables is reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected. Management reviews all trade receivable balances that exceed sixty days from the invoice date and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected.   Investment in Commodities Contracts, Derivative Instruments and Hedging Activities   SFAS No. 133 requires a company to evaluate its contracts to determine whether the contracts are derivatives. Certain contracts that literally meet the definition of a derivative may be exempted from SFAS No. 133 as normal purchases or normal sales. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal are documented as normal and exempted from the accounting and reporting requirements of SFAS No. 133.   Dakota Ethanol enters into short-term cash grain, option and futures contracts as a means of securing corn for the ethanol plant and managing exposure to changes in commodity prices. All of Dakota Ethanol’s derivatives are designated as non-hedge derivatives. Although the contracts are effective economic hedges of specified risks, they are not designated as and accounted for as hedging instruments.   As part of its trading activity, Dakota Ethanol uses futures and option contracts offered through regulated commodity exchanges to reduce risk and is exposed to risk of loss in the market value of inventories. To reduce that risk, Dakota Ethanol generally takes positions using cash and futures contracts and options.   Unrealized gains and losses related to derivative contracts are included as a component of cost of revenues in the accompanying consolidated financial statements. Inventories are recorded at net realizable value so that gains and losses on derivative contracts are offset by gains and losses on inventories and reflected in earnings currently. For the statement of cash flows, such contract transactions are classified as operating activities.   Dakota Ethanol has recorded a decrease to cost of revenues of $817,433 related to derivative contracts for the year ended December 31, 2005. Dakota Ethanol has recorded an increase to cost of revenues of $4,069,718, and $25,192 related to derivative contracts for the years ended December 31, 2004 and 2003, respectively.   45        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   Guarantee Premium   The guarantee premium is amortized over the term of the related guarantee using the interest method of amortization.   Minority Interest   Amounts recorded as minority interest on the balance sheet relate to the investment by Broin family members (hereinafter referred to as the minority members) in Dakota Ethanol, plus any allocation of minority income or minus any allocation of minority distributions or losses of Dakota Ethanol. Earnings and losses of Dakota Ethanol are allocated to the members in proportion to the member’s capital accounts.   Use of Estimates   The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.   Concentrations of Credit Risk   The Company’s cash balances are maintained in bank depositories and periodically exceed federally insured limits.   Property and Equipment   Property and equipment is stated at cost. Significant additions and betterments are capitalized, while expenditures for maintenance, repairs and minor renewals are charged to operations when incurred. Construction in progress includes the cost of assets under construction, including capitalized interest and related costs, which have not been placed in service as of the balance sheet date. Depreciation on assets placed in service is computed using the straight-line method over estimated useful lives as follows:      Land improvements       40 years         Equipment       5-20 years         Buildings       40 years          Equipment relates to two general categories: mechanical equipment and administrative and maintenance equipment. Mechanical equipment generally relates to equipment for handling inventories and the production of ethanol and related products, with useful lives of 15 to 20 years, including boilers, cooling towers, grain bins, centrifuges, conveyors, fermentation tanks, pumps and drying equipment. Administrative and maintenance equipment is equipment with useful lives of 5 to 15 years, including vehicles, computer systems, security equipment, testing devices and shop equipment.   The Company reviews its property and equipment for impairment whenever events indicate that the carrying amount of the asset may not be recoverable. An impairment loss is recorded when the sum of the future cash flows is less than the carrying amount of the asset. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value.   Earnings Per Unit   For purposes of calculating basic earnings per unit, units issued are considered outstanding on the effective date of issuance. Diluted earnings per unit are calculated by including dilutive potential equity units in the denominator.   46        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   Income Taxes   The Company is taxed as a limited liability company under the Internal Revenue Code. The income of the Company flows through to the members to be taxed at the individual level rather than the corporate level. Accordingly, the Company has no tax liability.   The subsidiary company, Dakota Ethanol, is organized as a limited liability company under state law. Dakota Ethanol has elected to be taxed as a partnership, and income and expense pass through to the Company and the minority owner.   Environmental Liabilities   Dakota Ethanol’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdiction in which it operates. These laws require Dakota Ethanol to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, Dakota Ethanol has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when Dakota Ethanol’s liability is probable and the costs can be reasonably estimated.   Recently Issued Accounting Pronouncements   There are no recently issued accounting pronouncements that have a material impact on the Company.   NOTE 3 - SHORT-TERM NOTE PAYABLE   On April 22, 2005, Dakota Ethanol renewed a revolving promissory note from First National Bank of Omaha in the amount of $3,000,000. The note expires on April 21, 2006 and the amount available is subject to certain financial ratios. Interest on the outstanding principal balances will accrue at 50 basis points above the bank’s base rate (7.25 percent at December 31, 2005). There is a commitment fee of 3/8 percent on the unused portion of the $3,000,000 availability. The note is collateralized by the ethanol plant, its accounts receivable and inventories. On December 31, 2005 and 2004, Dakota Ethanol had $0 outstanding and $3,000,000 available to be drawn on the revolving promissory note.   NOTE 4 - LONG-TERM NOTES PAYABLE   Dakota Ethanol originally had a $26,600,000 note payable to First National Bank of Omaha, Nebraska (the Bank) for the construction and permanent financing of the plant (Term Note 1). On July 29, 2002, Dakota Ethanol amended the construction loan agreement to create two term notes from its original Term Note 1, creating Term Notes 2 and 3, and converted Term Note 3 into Term Notes 4 and 5 on November 1, 2002.   As part of the note payable agreement, Dakota Ethanol is subject to certain restrictive covenants establishing minimum reporting requirements, ratios, working capital and net worth requirements. Dakota Ethanol is in compliance with the covenants as of December 31, 2005. The note is collateralized by the ethanol plant, which had a net book value of approximately $33,500,000 on December 31, 2005, its accounts receivable and inventories. The note is subject to prepayment penalties based on the cost incurred by the Bank to break its fixed interest rate commitment.   The balance of Term Note 2 is due and payable in quarterly installments of $581,690 commencing October 1, 2002, through September 1, 2011. Interest on outstanding principal balances will accrue at a rate of 9 percent. The other terms and conditions of Term Note 1 remain in effect.   47        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   Except as set forth below, the original terms and conditions of Term Note 1 apply to Term Notes 4 and 5.   The balance of Term Note 4 is due and payable in quarterly installments of $329,777 commencing January 1, 2003, through September 1, 2011. The installment will first be applied to the accrued interest on Term Note 5, and the remainder will be applied to accrued interest and principal of Term Note 4. Interest on outstanding principal balances will accrue at 50 basis points above the lender’s rate (7.25 percent at December 31, 2005). This rate is subject to various adjustments based on various levels of indebtedness to net worth, as defined by the agreement.   The balance of Term Note 5 is due and payable in quarterly installments of interest only commencing January 1, 2003, through September 1, 2011. Interest on outstanding principal balances will accrue at 50 basis points above the lender’s rate (7.25 percent at December 31, 2005). This rate is subject to various adjustments based on various levels of indebtedness to net worth, as defined by the agreement. Dakota Ethanol may elect to borrow any principal amount repaid on Term Note 5 up to $5,000,000 subject to the terms of the agreement. Should Dakota Ethanol elect to utilize this feature, the lender will assess an unused commitment fee of 3/8 percent on the unused portion of the $5,000,000. In addition, the bank draws the checking account balance to a minimum balance on a daily basis. The excess cash pays down or the shortfall is drawn upon Term Note 5 as needed. On December 31, 2005, 2004 and 2003, Dakota Ethanol had $0 outstanding and $5,000,000 available to be drawn on Term Note 5.   The balance of the notes payable as of December 31, 2005 and 2004 is as follows:              2005       2004                                   Note payable to First National Bank, Omaha                         Term Note 2       $   9,718,308       $   10,752,883         Term Note 4       410,472       1,347,775         Term Note 5       —       —                 10,128,780       12,100,658                                   Less current portion       (1,900,534   )   (2,666,308   )                                       $   8,228,246       $   9,434,350          Minimum principal payments for the next five years are as follows:      Years Ending December 31,       Amount         2006       $   1,900,534         2007       1,630,754         2008       1,783,116         2009       1,953,092         2010       2,137,503                 NOTE 5 - TAX INCREMENT FINANCING   During the year ended December 31, 2001, Dakota Ethanol received a grant of approximately $1,911,587 from the proceeds of tax increment financing bonds issued by Lake County, South Dakota. Under South Dakota law, proceeds from tax increment financing are not a liability of the entity (Dakota Ethanol), but are an obligation of the taxing district issuing the bonds. The grant was provided to fund infrastructure improvements to real property owned by Dakota Ethanol and will be repaid by Lake County from the incremental increase in property taxes   48        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   related to the improvement of Dakota Ethanol’s real property. The proceeds of the financing were recorded as a reduction of the cost basis of the applicable property and equipment.   NOTE 6 - EMPLOYEE BENEFIT PLANS   Dakota Ethanol maintains a 401(k) plan for the employees who meet the eligibility requirements set forth in the plan documents. Dakota Ethanol matches a percentage of the employees’ contributed earnings. Employer contributions to the plan totaled approximately $16,000, $19,000 and $9,000 for the years ended December 31, 2005, 2004 and 2003, respectively.   NOTE 7 - INCOME TAXES   The difference between the financial statement basis and tax basis of assets is as follows:              2005       2004                                   Financial   statement basis of assets       $   42,946,122       $   46,065,440         Less tax   over book depreciation       (12,382,942   )   (10,553,100   )     Organization   and start-up costs capitalized - net       94,569       236,723         TIF   guarantee       (359,206   )   (455,762   )     Other book   and tax differences       1,250,535       (283,559   )                               Tax basis of   assets       $   31,549,078       $   35,009,742                     2005       2004                                           Financial   statement basis of liabilities       $   42,946,122       $   46,065,440         TIF   guarantee payable       (435,567   )   (511,121   )     Other book   and tax differences       (54,800   )   (47,908   )                               Tax basis of   liabilities       $   42,455,755       $   45,506,411          NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS   The Company believes the carrying amount of cash, cash equivalents, accounts receivable, and accounts payable approximates fair value due to the short maturity of these instruments.   The carrying amount of long-term obligations of $10,564,347 had a fair value of approximately $10,812,000 based on estimated interest rates for comparable debt.   The Company believes the carrying amount of the short-term note payable approximates fair value due to the short maturity of the instrument.   The Company believes the fair value of agreements for the purchase of utilities approximates the carrying value based on the variable terms of the agreements that follow local market rates.   NOTE 9 - COMMITMENTS, CONTINGENCIES AND AGREEMENTS   The Company has entered into contracts and agreements regarding the operation and management of the ethanol plant.   49        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   Dakota Ethanol has entered into agreements for the purchase of electricity and natural gas. The following agreements commenced on or about September 4, 2001.   Natural Gas – The agreement provides Dakota Ethanol with a fixed transportation rate for natural gas for a ten-year term, renewable for ten-year terms. In addition, the agreement provides a pricing structure for natural gas for a two-year period based on market rates. The agreement does not require minimum purchases of natural gas during their initial term.   Electricity – The agreement provides Dakota Ethanol with electric service for a term of ten years, renewable for five-year periods. The agreement sets rates for energy usage based on market rates and requires a minimum purchase of electricity each month during the initial term of the agreement.   Expenses related to the agreement for the purchase of electricity and natural gas were $15,484,077, $12,168,447 and $11,303,754 for the years ended December 31, 2005, 2004 and 2003, respectively.   Minimum annual payments during the term of the electricity agreement are as follows:      Years Ending December 31,       Amount         2006       $   303,600         2007       303,600         2008       308,400         2009       308,400         2010       308,400         2011       205,600                                   $   1,738,000          Ethanol Fuel Marketing Agreement – Dakota Ethanol has an agreement with Renewable Products Marketing Group, a joint venture of ethanol producers, for the sale, marketing, billing and receipt of payment and other administrative services for all ethanol produced by the plant effective January 1, 2006. The initial agreement expires on March 31, 2007, and is automatically renewed for successive one-year terms unless terminated 90 days prior to expiration.   Distiller’s Grain Marketing Agreement – Dakota Ethanol has an agreement with Commodity Specialists Company for the marketing of all distiller’s dried grains produced by the plant effective on December 1, 2005. The agreement expires on December 1, 2006, and is automatically renewed for successive one-year terms unless terminated 120 days prior to expiration. In addition, Commodity Specialists Company has entered into rail car leases for the shipment of Dakota Ethanol’s products. Dakota Ethanol has agreed to reimburse Commodity Specialists Company for the costs related to the leases.   Minimum annual payments during the term of the rail car lease agreement are as follows:   50        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004      Years Ending December 31,       Amount                           2006       $   859,800         2007       859,800         2008       859,800         2009       859,800         2010       788,150                 Risk Management Agreement – Dakota Ethanol has an agreement with FCStone, LLC for the risk management and grain procurement program related to corn and energy requirements of the plant. The agreement expires on November 1, 2006, and is renewable for successive one-year terms unless terminated four months prior to expiration.   Dakota Ethanol receives an incentive payment from the United States Department of Agriculture (USDA) for the use of corn to produce ethanol. In accordance with the terms of this arrangement, revenue is recorded based on incremental production of ethanol compared to the prior year. Incentive expense of $46,328 was recorded for the year ended December 31, 2005, as ethanol production decreased compared to the prior year and a refund of incentives received earlier in the program year was owed. Incentive revenue of $348,207 and $535,878 was recorded for the years ended December 31, 2004 and 2003, respectively. It is uncertain if there is enough funding for the program to pay fully all applications during the year. The incentive will expire on September 30, 2006.   Dakota Ethanol also receives an incentive payment from the State of South Dakota to produce ethanol. In accordance with the terms of this arrangement, revenue is recorded based on ethanol sold. Incentive revenue of $701,648, $666,667 and $978,057 was recorded for the years ended December 31, 2005, 2004 and 2003, respectively. Dakota Ethanol did not receive the annual maximum for the 2005 program year due to budget constraints on the State of South Dakota program and will not likely receive the annual maximum under the 2006 program year.   As of December 31, 2005, Dakota Ethanol is committed to purchasing 5.7 million bushels of corn on a forward contract basis through December 31, 2006, valued at approximately $11.7 million. The corn purchase contracts represent 33% of the annual plant corn usage. Further, Dakota Ethanol is committed to purchasing 177,000 mmBtu’s of natural gas for 2006, valued at approximately $1.7 million. The natural gas purchases represent approximately 11% of the annual plant requirements.   The following commitments, contingencies and agreements are with related parties.   Each capital unit holder has entered into a corn delivery agreement with the Company. For each unit owned, one-fourth bushel of corn is required to be delivered annually. The price paid for the corn is the average corn price for the applicable four-month period (trimester) based on several local grain elevators’ cash corn price. The delivery agreements commence at the discretion of the Company to coincide with the completion and operation of the plant. Members can opt out of delivery if they meet certain criteria and are approved by the Board of Managers. Based on the number of units outstanding, 3,970,000 bushels of corn will be delivered annually by the unit holders. This represents approximately 28 percent of the corn required for the operation of the plant at its 40,000,000 gallon capacity. Purchases of corn from corn delivery agreements and cash contracts from the Company’s stockholders totaled approximately $7,090,000, $10,620,000 and $11,960,000 for the years ended December 31, 2005, 2004 and 2003, respectively, of which $621,000, $442,000 and $997,000 was recorded as a liability at December 31, 2005, 2004 and 2003, respectively.   The Company and the minority members of Dakota Ethanol, or parties related to the minority members through common ownership, have entered into the following agreements:   51        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   Ethanol Marketing Contract – Dakota Ethanol has an agreement with Ethanol Products, LLC, a joint venture of ethanol producers, for the sale, marketing, billing and receipt of payment and other administrative services for all ethanol produced by the plant. In the event Ethanol Products, LLC is unable to collect from their customer, Dakota Ethanol is charged for the applicable bad debt. The initial agreement expires on September 4, 2006, and is automatically renewed for successive five-year terms unless terminated three months prior to expiration. Dakota Ethanol terminated the agreement effective January 1, 2006.   Distiller’s Grains Marketing Contract – Dakota Ethanol has an agreement with Dakota Gold Marketing (formerly known as Dakota Commodities) for the marketing of all distiller’s grains produced by the plant. The agreement provides for an agency relationship in that Dakota Gold Marketing does not take title to the distiller’s grains, but acts as a broker on behalf of Dakota Ethanol. The agreement expires on September 4, 2006, and is automatically renewed for successive five-year terms unless terminated three months prior to expiration. Dakota Ethanol terminated the agreement effective December 1, 2005.   Management Agreement – Dakota Ethanol has an agreement with Broin Management, LLC for the management and operation of the ethanol plant. In exchange for the services, Broin Management receives an annual fee plus an incentive bonus of 5 percent of net income. The annual fee is adjusted each year for changes in the consumer price index. The management agreement includes the salary and benefits of the plant general manager and plant technical manager and certain other services related to operation of the ethanol plant. The agreement expires January 1, 2006, and is renewable for successive five-year terms unless terminated ninety days prior to expiration of the agreement. Dakota Ethanol terminated the agreement effective January 1, 2006.   Corn Price Risk Management Agreement – Dakota Ethanol has an agreement with Broin Management, LLC for the hedge and price risk management related to corn requirements of the plant. The agreement expires on August 1, 2005, and is renewable for successive one-year terms unless terminated thirty days prior to expiration. Dakota Ethanol terminated the agreement effective January 1, 2006.   Information Technology Management – Dakota Ethanol has an agreement with Broin and Associates, Inc., for information technology and systems management. The agreement expires on September 11, 2005, and is automatically renewed for successive two-year terms unless terminated sixty days prior to expiration. Dakota Ethanol terminated the agreement effective October 1, 2005.   Dakota Ethanol has an agreement with Broin and Associates, Inc., for the purchase of certain software and data management services. The annual fee for the management service is adjusted each year for changes in the consumer price index. The agreement expires on December 15, 2006, and is automatically renewed for successive two-year terms unless terminated sixty days prior to expiration. Dakota Ethanol terminated the agreement effective January 1, 2006.   Construction Contract – Dakota Ethanol has an agreement with Broin and Associates, Inc., for the design and construction of process equipment and environmental control equipment. The total value of the project is approximately $740,000. The project began in November of 2004 and was completed in 2005.   Revenues and expenses related to the above agreements with related parties are as follows:               Years Ended December 31,                 2005       2004       2003         Ethanol Sales       $   69,125,699       $   71,648,488       $   56,450,057         Management fees expense       1,071,338       903,884       751,686         Marketing fees expense - all products       1,229,662       691,076       651,485                        52        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   Environmental – During the year ended December 31, 2002, management became aware that the ethanol plant may have exceeded certain emission levels allowed by their operating permit. The Company has disclosed the situation to the appropriate state regulatory agency and has taken steps to reduce the emissions to acceptable levels. Management has not accrued a liability for environmental remediation costs since the costs, if any, cannot be estimated.   NOTE 10 - RELATED PARTY TRANSACTIONS   The Company and the minority members are the members of Dakota Ethanol, LLC. The Company invested $14,810,000 and the minority members invested $2,000,000 in Dakota Ethanol for their respective ownership interests of approximately 88 percent and 12 percent. In accordance with the operating agreement of Dakota Ethanol, the minority members have the right to elect two of seven members of the Board of Managers of Dakota Ethanol.   Purchases of supplies and chemicals from related parties totaled approximately $54,000, $145,000 and $92,000 for the years ended December 31, 2005, 2004 and 2003, respectively. The Company has an agreement with Dakota Gold Marketing for the use of rail cars to transport distiller’s grains. The agreement provides a flat rate per car, per shipment. Fees under the rail car agreement were approximately $214,000, $218,000 and $46,000 for the years ended December 31, 2005, 2004 and 2003, respectively. Dakota Ethanol terminated the agreements effective December 1, 2005.   Amounts owed to Broin & Associates, Inc. related to the construction contracts as of December 31, 2005, 2004 and 2003 were $0, $270,028 and $95,520, respectively.   Amounts owed to Broin Management, LLC related to the management agreement as of December 31, 2005, 2004 and 2003, were $97,462, $228,703 and $228,620, respectively.   Additional agreements with related parties are included in Note 9.   NOTE 11 - TIF BOND GUARANTEE   During December 2003, Dakota Ethanol entered into an agreement to guarantee a bond issued by Lake County, South Dakota. The bond issue was in conjunction with the refunding of the tax increment financing (TIF) bond issued by Lake County in 2001, of which Dakota Ethanol was the recipient of the proceeds. During 2003, Lake County became aware that the taxes collected based on the incremental tax would not be sufficient to cover the debt service of the 2001 bond issue. Based on the aforementioned deficiency and changes in interest rate during December of 2003, Lake County refunded the 2001 bond issue replacing it with two separate bonds. A tax-exempt bond in the amount of $824,599 and a taxable bond in the amount of $1,323,024 were issued. As a part of the refunding, Dakota Ethanol entered into the agreement to guarantee the taxable bond issue. The taxes levied on Dakota Ethanol’s property will first go towards the semiannual debt service of the tax-exempt bonds and any remaining taxes will be used for the debt service of the taxable bonds. Dakota Ethanol guarantees any shortfall in debt service for the taxable bonds. The guarantee expires in December of 2018.   The maximum amount of estimated future payments on the taxable bond debt service is $1,978,819. The carrying amount of the guarantee liability on Dakota Ethanol’s balance sheet is $435,567, which represents the estimated shortfall between the taxable bond amount and the amount of taxes estimated to be collected on Dakota Ethanol’s property.   Estimated maturities of the guarantee for the next five years are as follows:   53        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004      Years Ending December 31,       Amount                           2006       $   62,617         2007       62,536         2008       62,319         2009       60,678         2010       52,485                 Dakota Ethanol has no recourse from third parties or collateral held by third parties related to the guarantee.   Management has applied the guidance from Financial Accounting Standards Board Interpretation No. 45, (FIN 45) related to accounting for guarantee obligations. Management has determined the probability weighted present value of the estimated cash flows related to the guarantee obligation and recorded a liability and related asset of $435,567.   Estimated amortization of the guarantee premium for the next five years is as follows:      Years Ending December 31,       Amount                           2006       $   84,592         2007       72,641         2008       60,710         2009       53,623         2010       95,607                 NOTE 12 - SUBSEQUENT EVENTS   During February 2006, Dakota Ethanol distributed $3.5 million of cash to its members. The Company received approximately $3,084,000 and the minority members received approximately $416,000. In conjunction with this distribution, the Company declared and paid a distribution to its members of $2,962,000, or $.10 per capital unit, with a distribution date of February 15, 2006. A pro forma balance sheet has been included in the accompanying financial statements to reflect the effects of the February 2006 distribution as if it had been paid on December 31, 2005. Adjustments applied to the historical December 31, 2005 financial statements include a reduction of cash, minority interest and retained earnings, and an increase in long-term notes payable.   54        LAKE AREA CORN PROCESSORS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004   NOTE 13 - QUARTERLY FINANCIAL REPORTING (UNAUDITED)   Summary quarterly results are as follows:              First       Second       Third       Fourth                 Quarter       Quarter       Quarter       Quarter         Year Ended December 31, 2005                                         Total revenues       $   21,523,608       $   17,218,242       $   18,871,816       $   22,407,304         Gross profit (loss)       6,211,744       2,334,117       2,795,219       5,478,782         Income (loss) from operations       5,184,450       1,588,697       1,778,144       4,657,981         Net income (loss)       4,351,948       1,179,629       1,390,874       3,942,133         Basic and diluted earnings (loss) per unit       0.15       0.04       0.05       0.13                                                   Year ended December 31, 2004                                         Total revenues       $   18,915,005       $   21,591,665       $   21,068,181       $   22,857,635         Gross profit (loss)       5,047,916       (969,415   )   1,322,758       7,294,867         Income (loss) from operations       4,138,269       (1,528,232   )   679,065       6,349,000         Net income (loss)       3,404,201       (1,605,629   )   368,859       5,356,114         Basic and diluted earnings (loss) per unit       0.11       (0.05   )   0.01       0.18                                                   Year ended December 31, 2003                                         Total revenues       $   18,152,120       $   15,542,147       $   16,842,638       $   18,854,277         Gross profit (loss)       2,916,261       614,167       1,765,187       3,896,702         Income (loss) from operations       2,198,372       (34,537   )   1,104,088       3,303,658         Net income (loss)       1,614,686       (334,342   )   670,988       2,664,348         Basic and diluted earnings (loss) per unit       0.05       (0.01   )   0.02       0.10          The above quarterly financial data is unaudited, but in the opinion of management, all adjustments necessary for the fair presentation of the selected data for these interim periods presented have been included.   55
ITEM   9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL   DISCLOSURES             ITEM   9A. CONTROLS AND PROCEDURES             ITEM   9B. OTHER INFORMATION         PART III             ITEM   10. MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT             ITEM   11. EXECUTIVE COMPENSATION
CHANGES   IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL   DISCLOSURES.      Eide Bailly, LLP has been our independent auditor since the Company’s inception and is the Company’s independent auditor at the present time.  The Company has had no disagreements with its auditors.
CONTROLS   AND PROCEDURES.      Our management, including our Chief Executive Officer (the principal executive officer), Douglas Van Duyn, along with our Chief Financial Officer (the principal financial officer), Brian Woldt, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2005.  Based upon this review and evaluation, these officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission; and to ensure that the information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.   Our management, including our principal executive officer and principal financial officer, have reviewed and evaluated any changes in our internal control over financial reporting that occurred as of December 31, 2005 and there has been no change that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
OTHER   INFORMATION.      None.   PART III.
MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT      The information required by this Item is incorporated by reference to the definitive proxy statement for our 2006 Annual Meeting of Members to be filed with the Securities and Exchange Commission within 120 days after the end of our 2005 fiscal year.  This proxy statement is referred to in this report as the 2006 Proxy Statement.
EXECUTIVE   COMPENSATION      The information required by this Item is incorporated by reference to the 2006 Proxy Statement.
SECURITY   OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER   MATTERS      The information required by this Item is incorporated by reference to the 2006 Proxy Statement.
CERTAIN   RELATIONSHIPS AND RELATED TRANSACTIONS      The information required by this Item is incorporated by reference to the 2006 Proxy Statement.
PRINCIPAL   ACCOUNTING FEES AND SERVICES      The information required by this Item is incorporated by reference to the 2006 Proxy Statement.   56        PART IV.      ITEM   15.       EXHIBITS AND FINANCIAL   STATEMENT SCHEDULES.      The following exhibits and financial statements are filed as part of, or are incorporated by reference into, this report:   (a)         The following are filed as part of this report:   (1)                                  Financial Statements – Reference is made to the “Index to Financial Statements” of Lake Area Corn Processors, LLC located under Part II Item 8 of this report for a list of the financial statements and schedules for the fiscal year ended December 31, 2005, included herein.   (2)                                  All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the Consolidated Financial Statements or notes thereto.   (3)                                  The exhibits we have filed herewith or incorporated by reference herein are identified in the Exhibit Index set forth below.   (b)         See Item 15(a)(3).   (c)          Not applicable.   The following exhibits are filed as part of this report.  Exhibits previously filed are incorporated by reference, as noted.      Exhibit No.       Exhibit     2.1       Plan of   Reorganization. Filed as Appendix A to the registrant’s SB-2 filed with the   Commission on July 19, 2002, and incorporated by reference herein.                   3.1       Articles of   Organization of the registrant. Filed as Appendix B to the registrant’s SB-2   filed with the Commission on July 19, 2002, and incorporated by   reference herein.                   3.2       Amended and   Restated Operating Agreement of the registrant. Filed as Exhibit 3.6 to   the registrant’s Form 10-K for the fiscal year ended December 31,   2004, and incorporated by reference herein.                   10.1       Risk   Management Agreement dated November 28, 2005 between FCStone, LLC and   Dakota Ethanol, LLC. Filed as Exhibit 10.1 on the registrant’s   Form 8-K filed with the Commission on December 2, 2005 and   incorporated by reference herein.                   10.2       Distillers   Grain Marketing Agreement dated November 28, 2005 between Commodity   Specialists Company and Dakota Ethanol, LLC. Filed as Exhibit 10.2 on   the registrant’s Form 8-K filed with the Commission on December 2,   2005 and incorporated by reference herein.                   10.3       Ethanol Fuel   Marketing Agreement dated November 30, 2005 between Renewable Products   Marketing Group, LLC and Dakota Ethanol. Filed as Exhibit 10.3 on the   registrant’s Form 8-K filed with the Commission on December 2, 2005   and incorporated by reference herein.                   10.4       Ethanol   Marketing Contract Termination dated November 4, 2005 between Ethanol   Products, LLC and Dakota Ethanol, LLC. Filed as Exhibit 10.1 on the   registrant’s Form 10-Q filed with the Commission on November 14, 2005   and incorporated by reference herein.                   10.5       Redemption   Agreement dated November 4, 2005 between Ethanol Products, LLC and   Dakota Ethanol, LLC. Filed as Exhibit 10.2 on the registrant’s   Form 10-Q filed with the Commission on November 14, 2005 and incorporated   by reference herein.      57           10.6       DDGS   Marketing Contract Termination dated November 4, 2005 between Broin   Enterprises, Inc. and Dakota Ethanol, LLC. Filed as Exhibit 10.3 on   the registrant’s Form 10-Q filed with the Commission on   November 14, 2005 and incorporated by reference herein.                   10.7       Fourth   Amendment to Construction Loan Agreement dated April 22, 2005 between   First National Bank of Omaha and Dakota Ethanol, LLC. Filed as   Exhibit 10. 1 on the registrant’s Form 10-Q filed with the   Commission on May 16, 2005 and incorporated by reference herein.                   10.8       Revolving   Promissory Note dated April 21, 2005 between First National Bank of   Omaha and Dakota Ethanol, LLC. Filed as Exhibit 10.2 on the registrant’s   Form 10-Q filed with the Commission on May 16, 2005 and   incorporated by reference herein.                   10.9       Employment   Agreement with Scott Mundt dated October 17.                   31.1       Certificate   Pursuant to 17 CFR 240.13a-14(a).                   31.2       Certificate   Pursuant to 17 CFR 240.13a-14(a).                   32.1       Certificate   Pursuant to 18 U.S.C. Section 1350.                   32.2       Certificate   Pursuant to 18 U.S.C. Section 1350.      58        SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.              LAKE AREA CORN PROCESSORS, LLC                                 Date:   March 29, 2006       /s/ Douglas Van Duyn                 Douglas Van Duyn             Chief Executive Officer   (Principal Executive Officer)                                 Date:   March 29, 2006       /s/ Brian Woldt                 Brian Woldt             Chief Financial Officer   (Principal Financial and Accounting Officer)                   Pursuant   to the requirements of the Securities Exchange Act, this report has   been signed below by the following persons on behalf of the registrant and in   the capacities and on the dates indicated.                 Date: March 29, 2006   /s/ Douglas   Van Duyn             Douglas Van Duyn, CEO and Manager                                     Date: March 29, 2006   /s/ Brian   Woldt             Brian Woldt, CFO and Manager                                     Date: March 29, 2006   /s/ Gregory   Van Zanten             Gregory Van Zanten, Manager                                     Date: March 29, 2006   /s/ Dale   Schut             Dale Schut, Manager                                     Date: March 29, 2006   /s/ Ronald Alverson             Ronald Alverson, Manager                                     Date: March 29, 2006   /s/ Dale   Thompson             Dale Thompson, Manager                                     Date: March 29, 2006   /s/ Todd   Brown             Todd Brown, Manager                  59         EX-10.9 2 a06-2045_1ex10d9.htm MATERIAL CONTRACTS       Exhibit 10.9   EMPLOYMENT AGREEMENT   THIS AGREEMENT, dated this 17th day of October, 2005, between Dakota Ethanol, L.L.C., a South Dakota limited liability company, hereinafter called “Employer” and Scott A. Mundt, of Brookings, South Dakota, hereinafter called “Employee.”   W I T N E S S E T H:   1.                                     Definitions.   (a)                                  “Adjusted Earnings” means Employer’s earnings calculated before deductions for interest expense, income taxes, depreciation and amortization, and without including any governmental incentive income as determined by Employer using Generally Accepted Accounting Principles applied on a consistent basis.   (b)                                 “Applicable Guidance” means Treasury Regulations issued pursuant to Code §409A, or other written Treasury or IRS guidance regarding Code §409A, which is in addition to Notice 2005-1.   (c)                                  “Board” means the Board of Managing Members of the Employer.   (d)                                 “Book Value” means the book value of the Employer as disclosed by the Employer’s books of account regularly maintained in accordance with generally accepted accounting principles applied on a consistent basis.   (e)                                  “Change in Control” of the Employer means a change: (i) in the ownership of the Employer; (ii) in the effective control of the Employer; or (iii) in the ownership of a substantial portion of the assets of the Employer, within the meaning of Notice 2005-1, Q/As 11-14 or in Applicable Guidance.   (f)                                    “Code” means the Internal Revenue Code of 1986, as amended.   (g)                                 “Net Income” means Operational Revenues minus Operational Costs as determined by using generally accepted accounting principles applied on a consistent basis before income taxes.   (h)                                 “Operational Costs” means all normal and reasonable costs and expenses directly and indirectly associated with the daily operation of the Employer.  These expenses may include, without limitation, administrative and general overhead expenses, utilities, production inputs, supplies, transportation, general supplies, raw material acquisitions, insurance premiums, marketing expenses, repair expenses, maintenance expenses, engineering expenses, data processing expenses, legal, accounting and audit fees, billing expenses, expenses of preparing tax returns and reports, taxes, travel, telephone, salaries of employees (including social security and Medicare, relief, pensions, and other benefits) interest, and other incidental business expenses incurred in connection with Employer’s business.          (i)                                     “Operational Revenues” means all revenues from Employer’s operations, including, but not limited to, sales of ethanol, byproducts and ancillary operations.   (j)                                     “Separation from Service” means an Employee’s termination of employment  with the Employer or as otherwise defined in Applicable Guidance.   2.                                       Employment.  The Employer hereby employs the Employee, and the Employee hereby accepts employment upon the terms and conditions hereinafter set forth.   3.                                     Duties of Employee.  Employee shall serve as the Transition Coordinator of Employer.   Subject to the direction of the Board, Employee shall have full authority to operate on a day-to-day basis, and manage the business and affairs of Employer and shall perform such other executive, managerial and administrative duties as are from time to time assigned to him by the Board and which are normally associated with the position of Transition Coordinator.  Employee agrees as follows:   (a)                                  Employee shall devote his working time, knowledge and skill solely and exclusively to the business of Employer.  Employee shall not be engaged in any other trade, business or enterprise except as an investor for himself or any other person, business or company while employed by Employer.   (b)                                 Employee shall at all times represent the interests of Employer to the utmost of Employee’s capacity and ability and Employee shall serve Employer loyally and faithfully.   (c)                                  The Employee’s hours of work shall be as dictated by the requirements of the duties for which Employee is responsible.   (d)                                 Employee agrees to observe and comply with all applicable rules and regulations established by the Employer.   4.                                       Compensation.  As compensation for his services, the Employer shall pay to the Employee as follows:   (a)                                  Base Compensation.  An annual base salary of Ninety Thousand Dollars (90,000.00), payable in equal bi-monthly installments during the term of his employment. The Board will review the base salary annually.   (b)                                 Variable Incentive Compensation.  In addition to the Base Compensation, as an incentive to Employee to achieve high profitability, to promote collection of those revenues billed and to encourage quality and efficiency of operation, the Employer shall pay to the Employee Variable Incentive Compensation equal to three-tenths of one percent (0.3%) of the monthly Adjusted Earnings in each month of the fiscal   2        year. Adjusted Earnings are based on the most recent monthly financial statements produced by the Employer and provided to the Board.  The Employer will pay the Variable Incentive Compensation to Employee the first regularly scheduled payroll following Board approval of the previous month’s financial statements.  Should the Variable Incentive Compensation for the month result in a negative amount, such amount will be deducted from any future Variable Incentive Compensation.  For the last month of the fiscal year, this Variable Incentive Compensation payment will not be paid until following completion of the Employer’s annual audit, and within ninety (90) days of the end of the fiscal year, .  This final payment, when added to the previous Variable Incentive Compensation payments, will adjust the annual Variable Incentive Compensation to equal three-tenths of one percent (0.3%) of Employer’s audited annual Adjusted Earnings for the fiscal year.  During any fiscal year Employee only works a part of the fiscal year, the final payment will adjust the Variable Incentive Compensation to reflect that the Variable Incentive Compensation payments equal three-tenths of one percent (0.3%) of the Employer’s audited Adjusted Earnings for only that portion of the year in which Employee was employed by Employer.   5.                                       Employee Benefits.  This Agreement is not intended to and shall not be deemed to be in lieu of any rights, benefits and privileges to which Employee may be entitled as an employee of Employer under any plan of employee benefits or any other arrangement providing employee benefits to Employer’s employees, including, but not limited to, vacation, medical and health insurance, life insurance, and any qualified retirement plan which may now be in effect or hereafter adopted by Employer as amended from time to time in the Employer’s sole discretion. To the extent the following benefits are offered to all of Employer’s employees, Employer shall provide the following enhanced benefits to Employee:   1.   Medical Insurance. Employer agrees to pay the full premium for family coverage for any medical insurance plan Employer offers to all of its employees.  To the extent Employer offers more than one option to employees for medical insurance, Employer agrees to pay the full premium for family coverage for the option chosen by Employee.   2.  Dental Insurance. Employer agrees to pay the full premium for family coverage for dental insurance.   3.  Short Term Disability. Employer agrees to pay the full premium for Short Term Disability insurance.   4.  Paid Time Off.  Employee will receive 20 days of PTO during the first year, 25 days during the second year, and 30 days per year thereafter. Employee will provide advance notice to the Board for vacation time exceeding 5 consecutive business days.   3        6.                                       Expenses.  Employer will reimburse Employee for all reasonable business related expenses upon the presentment by Employee, from time to time, of an itemized account of such expenditures and receipts therefor.   7.                                       Change in Control.  Upon a Change in Control, Employer shall pay Employee the following, payable in cash in a lump sum on the first day of the month following the Change in Control:   (a)                                  If the total financial consideration paid for Employer constituting the Change of Control equals or exceeds one and one half the Book Value of the Employer calculated as of the last day of the month preceding the final event constituting the Change of Control, Employer shall pay Employee a lump sum payment equal to three (3) times Employee’s annual Base Compensation in effect on the date of the Change of Control; or   (b)                                 If the total financial consideration paid for Employer constituting the Change of Control is less than one and one-half times the Book Value of the Employer calculated as of the last day of the month preceding the final event constituting the Change of Control, Employer will pay Employee an amount equal to his annual Base Compensation in effect on the date of the Change of Control.   8.                                       Withholding. The Employer will withhold from any payment to Employee made pursuant to this Agreement and from any amount taxable under Code §409A, all applicable taxes, and any and all other amounts required to be withheld under federal, state or local law, including Notice 2005-1 and Applicable Guidance, and any voluntary reductions elected by Employee.   9.                                       Excess Parachute Payment.  Notwithstanding any provision of this Agreement to the contrary, Employer shall not pay any benefit to the extent the benefit would be a nondeductible parachute payment under Section 280G of the Internal Revenue Code.   10.                                 Termination With or Without Cause.  Employee is an Employee at will.  It is understood and agreed that either Employee or Employer may terminate this Agreement at any time with or without cause and without formal notice.  If terminated, with cause (cause defined as theft, embezzlement, sexual harassment, conviction of a felony or misdemeanor involving moral turpitude),Employee shall not be entitled to any advance notice, severance pay or any other compensation other than compensation earned to date of the termination.  If terminated without cause following completion of a six month probationary period, the employee will receive a severance payment in the amount of 3 months base compensation   11.                                 Trade Secrets.  Employee acknowledges that in the course of employment, Employee will acquire confidential information of a special and unique nature and value relating to Employer’s business and relating to any subsidiaries and affiliates of Employer.  Such information shall be considered a trade secret owned by the Employer, which information shall include, but is not limited to, specifications, samples, tools, technical information, data, market information, customers, relationship with experts, consultants and governmental agencies, information concerning   4        Employer’s systems, policies, methods of operation, procedures, manuals, financial reports, and pricing and all other non-public information acquired by Employee as a result of or during the course of employment.  Employer shall retain ownership of all rights to all materials, except materials which are readily available to anyone in the ethanol industry.  Reuse of the materials or concepts is prohibited without the prior written consent of Employer.  Employee agrees that all such information acquired during the course of employment, whether such information is communicated in written or verbal form, and whether such information is in recorded or unrecorded form and whether it is maintained solely at Employer’s offices or also maintained elsewhere or combined or maintained by Employee solely or in combination with other information, constitute trade secrets of Employer.   Employee shall not at any time or in any manner, either directly or indirectly, divulge or disclose Employer’s trade secrets to any other person or entity, and Employee shall not use such trade secrets in competition with Employer or for the gain or benefit of Employee or any other person or company.  The obligations of Employee under this paragraph 11 shall survive the termination of this Agreement.   Following termination of employment, Employee shall not remove or retain any document, copy of document, client or prospect files, or any other recording, in any type or form, relating to said trade secrets.  Employee shall not utilize or divulge said trade secrets to any other person or company, regardless of whether such knowledge or information is in recorded form or otherwise.   12.                                 Agreement Not to Compete.  In consideration of the Employer’s hiring and continued employment of Employee, and Employer making Employer’s trade secrets available to Employee, the sufficiency of which consideration is conclusively acknowledged, Employee agrees not to engage directly or indirectly, either personally or as an employee, associate, partner, or otherwise, or by means of any corporation or other legal entity, or otherwise, in any business in competition with Employer or its subsidiaries, divisions, or affiliates, during the course of employment and for a period of six months from the date of the termination of employment, within South Dakota, Minnesota, Nebraska, Iowa, or any other state in which Employer operates an ethanol plant so long as Employer (or related entity) continues to carry on a like business in the described territory (the “Restricted Territory”).   The parties have attempted to limit Employee’s rights to compete only to the extent necessary to protect Employer from unfair competition.  The parties recognize, however, that reasonable people may differ in making such a determination.  Employee acknowledges that he will be able to earn a livelihood without violating the foregoing restrictions and that his ability to earn a livelihood without violating such restrictions is a material condition to his execution of this Agreement with Employer.   Employee agrees that if Employee obtains or commences employment (whether full-time or part-time) with any other employer during the six-month period referred to in this section, Employee shall provide such new employer with a copy of this Agreement, and Employee agrees that Employer may provide copies of this Agreement to such new employer.  Employee agrees that Employer shall have the right to inform such new employer of Employee’s obligations hereunder.   5        For purposes of this section, the Employer shall include, in addition to the Employer specifically identified herein, any successor to Employer and any purchaser of Employer’s business.   13.                                 Remedies for Breach of Trade Secrets and Non-Competition Agreement.  Employee expressly agrees that Employee’s violation of this Agreement relating to trade secrets and/or non-competition shall entitle Employer to injunctive relief.  Employer shall be entitled to any and all further or other rights and remedies available at law or in equity.  If a legal action is instituted to enforce the provisions of this Agreement, or any part of it, the prevailing party shall be entitled to recovery of reasonable attorneys’ fees and costs, including discovery costs, as determined by the Court.   14.                               Assignment.  This Agreement is a personal services contract and neither party may assign his or its duties or obligations hereunder without first obtaining the written consent of the other parties hereto.   15.                               Notices.  Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by certified mail to the Employee’s residence in the case of the Employee or to the Employer’s principal office in the case of the Employer.   16.                               Waiver of Breach.  The waiver by the Employer of a breach of any provisions of this Agreement by the Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.   17.                                 Counterparts.  This Agreement may be executed in multiple counterparts all of which shall constitute but one Agreement.   18.                               Entire Agreement.  This instrument contains the entire agreement of the parties.  It may not be changed orally but only by an agreement in writing signed by the party against whom the enforcement of any waiver, change, modification, extension or discharge is sought.   19.                               Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, legal representatives, successors and assigns.   20.                               Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.   21.                               Severability.  The parties agree that if any part, term, paragraph or provision of this Agreement is in any manner held to be invalid, illegal, void or in any manner unenforceable, or to be in conflict with any law of the State of South Dakota, then the validity of the remaining portions or provisions of this Agreement shall not be affected, and such part, term, paragraph or provision shall be construed and enforced in an manner designed to effectuate the intent expressed in this Agreement to the maximum extent permitted by law.   6        IN WITNESS WHEREOF, this Employment Agreement has been signed on the date  and year first above written.          EMPLOYER:                   DAKOTA ETHANOL, L.L.C.                             By   /s/ Brian   Woldt               Its   Chairman                                 EMPLOYEE:                             /s/ Scott   A. Mundt             Scott A.   Mundt             7         EX-31.1 3 a06-2045_1ex31d1.htm 302 CERTIFICATION       Exhibit 31.1   CERTIFICATION PURSUANT TO 17 CFR 240.13a-14(a) (SECTION 302 CERTIFICATION)   I, Douglas Van Duyn, certify that:   1.                                       I have reviewed this annual report on Form 10-K of Lake Area Corn Processors, LLC;   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 Lake Area Corn Processors, LLC, as of, and for, the periods presented in this report;   4.                                       Lake Area Corn Processors, LLC’s other certifying officers 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 Lake Area Corn Processors, LLC, 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 Lake Area Corn Processors, LLC, 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)             Evaluated the effectiveness of Lake Area Corn Processors, LLC’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   c)              Disclosed in this report any changes in Lake Area Corn Processors, LLC’s internal control over financial reporting that occurred during Lake Area Corn Processors, LLC’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Lake Area Corn Processors, LLC’s internal control over financial reporting.   5                                          Lake Area Corn Processors, LLC’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Lake Area Corn Processors, LLC’s auditors and the audit committee of Lake Area Corn Processors, LLC’s board of managers (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 Lake Area Corn Processors, LLC’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 Lake Area Corn Processors, LLC’s internal controls over financial reporting.        Date:     March 29, 2006       /s/ Douglas Van Duyn                 Chief Executive Officer                            EX-31.2 4 a06-2045_1ex31d2.htm 302 CERTIFICATION       Exhibit 31.2   CERTIFICATION PURSUANT TO 17 CFR 240.13a-14(a) (SECTION 302 CERTIFICATION)   I, Brian Woldt, certify that:   1.                                       I have reviewed this annual report on Form 10-K of Lake Area Corn Processors, LLC;   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 Lake Area Corn Processors, LLC, as of, and for, the periods presented in this report;   4.                                       Lake Area Corn Processors, LLC’s other certifying officers 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 Lake Area Corn Processors, LLC, 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 Lake Area Corn Processors, LLC, 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)             Evaluated the effectiveness of Lake Area Corn Processors, LLC’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   c)              Disclosed in this report any changes in Lake Area Corn Processors, LLC’s internal control over financial reporting that occurred during Lake Area Corn Processors, LLC’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Lake Area Corn Processors, LLC’s internal control over financial reporting.   5                                          Lake Area Corn Processors, LLC’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Lake Area Corn Processors, LLC’s auditors and the audit committee of Lake Area Corn Processors, LLC’s board of managers (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 Lake Area Corn Processors, LLC’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 Lake Area Corn Processors, LLC’s internal controls over financial reporting.        Date:     March 29, 2006       /s/ Brian Woldt                 Chief Financial Officer              EX-32.1 5 a06-2045_1ex32d1.htm 906 CERTIFICATION       Exhibit 32.1   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002   In connection with the annual report on Form 10-K of Lake Area Corn Processors, LLC (the “Company”) for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas Van Duyn, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:   1.             The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and   2.             The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.            /s/ Douglas   Van Duyn             Douglas Van Duyn         Chief Executive Officer         Dated: March 29, 2006              EX-32.2 6 a06-2045_1ex32d2.htm 906 CERTIFICATION       Exhibit 32.2   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002   In connection with the annual report on Form 10-K of Lake Area Corn Processors, LLC (the “Company”) for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Woldt, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:   1.             The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and   2.             The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.            /s/ Brian   Woldt             Brian Woldt         Chief Financial Officer         Dated: March 29, 2006              GRAPHIC 7 g20451ba01i001.gif GRAPHIC  begin 644 g20451ba01i001.gif M1TE&.#=ARP$I`7<``"'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"P` M````RP$I`8?.G#'____.G"G_]_?6G#'W___.C#K6E#'.G#K.G"'6C#K.C#&] MG#J]G#&]E!F]G"G6C"ES4AG>G#&4:QFUWN;.C"'>G#J]G%K6G"ES8UK.I5I[ MG*V]C"FMA"GW]_=2.@A**0"MG*5*8U*]C#&$6AG_]^_6G#JE\9 MK909[Y1SYM[F4E)*WEH(WEI*G%H(G%H9C)09SI2E:S$0&3'_]_]S.DIK$!!" M&5KF[T(0&5KF[Q#F[W-S$%*4YEKF0HSF$(SF<\X90DH```"^M&:6M&>]*K92UYAE[M=Y[6N][&:5[&>]*SI3FYJ6U MWLXZ*0CFA!FUM1G6UL7FQ4+6G!D(&0A[A(QK0AG>Q7/FI>^4O5K>Q:7FQ1"U MYEKF0N_F0JWF$*WF$._F<^_FI:7>I83>I<5[4GNU.ADI:QFU$!GF$&,9:X09[\X9:\X9 M*809K]_?>C#'F M__]K4@C.I2G6A#$(_P`#"!Q(L*#!@P@3*ES(L*'#AQ`C2IQ(L:+%BQ@S:MS( ML:/'CR!#BAQ)LJ3)DRA3JES)LJ7+ES!CRIQ)LZ;-FSASZMS)LZ?/GT"#"AU* MM*C1HTB3*EW*M*G3IU"C2IU*M:K5JUBS:M49HI\U:R1^T3OQ1HH4,V3'9!CS MHNV8$&]#O`A!UY==7R$(Y46EKV*)OR4"!#[(3V#A`(<+)R;HP<-AQ(8#2Q9, MV2"5@50R)P0L&+#GOR\70S9,>K3HQY\["QP\N;)'UI0';]Z*])H%>18`$&/` M@)@&8L0N,#CDSQ\]>H<:T.OPH#GS>@\22`>0X`$`>K\\>?H`@GOW[OW0_/\2 M3_Y7FC&10)4`I?XS:(27+^/+7`+%>X'V+P\LP8^_!]/\H8!88_8=5D)C"/XW MVD"*(;;88HTEYI@'\9#6H&BR%319A@REMN%J"RXDV8<0+%T#Y MPAAID%%(,:&040P9H8320@9@"L-#!L)DP(,PYP@8@'X':;9F/"A<]EAB_#$H MV'\$.G9@@AX(N!B;`WD@67^"$5K88(6AD&A!B_'W5W^.(A;88?&M:>FEG;FG M6FNF$?:A:XR2%JF@A$+$CWZ`:HCBB:RJR-(+`%3_P(($&C1`#`"ZW4J=&M(E M4`^O"?@C770`+&"LL<0LP`(+%ABP@`$66)!`!=4EP`$'\M2CK03UR)-M/8EH M"ZX%B2!0CS]!'J*MCO7D\X8GWW'G!@C=>1+!+U+\TDA8:)AQP2F;WK=?B9L! MUAX5'O;7WW^)H5`A/PD:IA@_%R(:*D&:9@@HP0;]=V"*CSVT(6PD(VQR"?2E MG.EG@A[XEX(7P>8J26-05X&Q"32`Z[,Z8E#/L/9$URMUN$H0K04*2&#`",\N M:P$Q!@#07`(`>`O`"`#HW,`"#1S27')"QO$C`C.:T<",#)!=I",:*+EDE'"_ MH`&4.%")92AA=(DW&6=\_RG,WV0*(X((C'2"D*`#"U3I?I`Q;&<`'N@S89X/ M0F8Q00UFNJEK"(\(VH:7N4RH8R`RGE!F^K5&GW@`_T`QB_&L\`T_"(":;C`($!A.M:E;C5U0AGJ-,,93BG.3A.# M3&$>YJ`24LR$$&N9RP!#*-!`RE"3*DW(%D2GV+DL=H7Z&*MD]KC3"(2$(K10 M[O]&\H+Y5<`"(YC:L:1C@!TDCQA/8P'RI,@L[%''>;%J0`*,SNN>&\%G3@E`P)[XO.<^J+?_C^]9CSH8D"86H=@] M:?[N=\!#@`4T8`$U.-0?:I#$K[)5'.G4@P'AH@<)N,/1>-D+#0Y$@TC3(%+T ML(<]GY--I5+GGI9FJ$3ZX1."'*4P_W@,8C2T$,4<0[&>3FQ0,[U0IE3H'E`T M!C+Q2"HQ2V,8-1G$JU:SIO#12*U;#"BLW]5BM0*;3 MK/@K)P#`![ZUNG6?2@ODK19P*^2I4YWH="M=M]=%?7ZOGW`-+/82L`_"`@`# M].Q>%[66M<;VYK$(Z%K7I*9%'>5,:SKJ0-H84*1$&`F249J;E$[1%ARDH1"H MY:27NO0E,F4@%2(H4P9^$`(=_X"JEKASF'Y0T)A:'O5PI,-<`!0E()@MC#*% MT=.J2J6H#%+FIK.[$U2'2UV:-F2Z464(&NIQ3USI*)T&^&ZUQBLTMXU5W>] M:Y"R]MWU!@F;V*0.?.E7>KX)2` M]A(;S^WU$0,0@#`&,`"`[HZ1>N/,3;'Z&S5H`0!=/ZNCKQ!:#P3X(Q\GKD[\ MA.6/7PGK-R?8#KT,>$!/]&,\),TQ2%\P05!\`J457-,&`W#2(NO@I)[1@0>4 MG"'1.,BG%--'/(0J5(.KZ MQW&.D_^:C(VS'.D[-#K'=ZM85,"MGJ8T=3:K64(S<`(.09T]AG6/A:8F5K'' M8+W2%7P1AG`"(@W&"K`UK1O>:SNAIDC,`NG3:=,`;S[LCT,DP`%3:\#_=):U M)?GFL[`F;5MFW18TA`*U'T#M(D(Q!2\%[K5D2L5K:WOD];CT/I'[+:-XVJE$ M:?D@#CLJRBHS)Q`RI%1@;@@:[`D!7;$::M^%FIO_R`#=&.":\J4SJ^%(M*U: MQU;I3:]=I6'Z,5SC&F^YI40Y]TY&'NXSTK>LK_LP!=H45R-VZO MG".H@`,2(`]_9"M;Q/!L(N+`R$0DPA\_]X<##N&`4M?C$,0YQ`3Z<<`9?\=> MXQ$/,$(J!30XHL<__C$%6^JF-;44,R6(1^B*_/5IXV*RF,]Z<9F>^M^9=X/7&WN>^ M8JQVYD8L/G8W!,_\8QW;\%LQ-M^55WFR5*Z;!1Q/KVY4`.G!%S7J12M6"V!: M]/K,=_AJCUOBHY;S5%^\C4,1BBIGGX/7B*N%YF9(.AJ!\@\.).0\P&NED". M_`(":D!W7--8P*$S@#=YY[1%%L='X0,\.G-&$%AY ME3=X'$!X6K1-A=98E=58[Y8UU2$UW519<%9A:S5&^P!A:]5/U'-7$1=Q*[=W MZ[9NY=.`K":#>%`(;?^@"$:3-5SD>90'1VKE<@?'>5_(:E&C`+U#<6Y5+$BH/51#+%ME M:`6V@=]4@R!(5ANH,UA56+*X8-W3/=3311LF5[KH;?@3@QKXB^5&"@[8>#+X M/%@#@4PC@6>D1LO(;L`C-!?H3>C&`;<7/M1RC5Y5C:*X`(5UA6,D`4F#A'$4 M3KU8;^@"9[]S<,1`-KBRBE33`$^#4-B')/18CR\P2>#'%B]P#2^0`6E0#`#) M20+9`J8D.(%CD,+@"P%PB#.Q"(P@##I1`L!`#_Z@8'\45L!!CI<8/N%T3AV9 M5R")16UD3HQ7B1,G@2[7@!PYC"RIDBYYDI1WB6KUD7-EDN38DB__F9(Q&3ZM MYW(D>9,ZR8!`>9-UUX`?:9)!F9,O"93STY0>=TY%LU74\HUAY"W9H@8!557R MI0;1H@:TH!WPTE'<00(3,`%A499ID`9F\`):1W;Y%S"$D7:=\Q=4T`DM\`YB M0$L!,!\U`0K`<"[-)28Z49M1'G%N)K%(H..V9FGJ92' MJ9*Q&3X,9ROU8`$LP$C&QU`:@`"OQGTU$DD=\`L)%`'*"4&_0`(B909FT"_1 M&9UC8`9.,B51XB3ZF`:,H`]3\`)Z:7\N_Z$#OV!B'$!ZQ/"!"0`UHCF:F1DU MY<-%#%AO]@:5IMEP9]69]IF?-$A.*OF`Q;B4;F1W*WF8GK>?]^F2ONAR]%:4 M!@J9\.EP#L='=4>.])F:`T6A64.8.MF8ZW:,.[.@5V.;A[F1GEF@L5F3NZ&& M+,JBP<$`I*!.#X!JZO([A[!S\L!S[/)\1QB#BJ).>EYO%AW M/4FFC=58G#E7'[J3#G@K(YF+E'>,C&>G=4=.YA->1:EOC0>:IE/MY<05ZGQ>G=Z0:G]Y5D_MXJF[7IFN<$KQ=7KN2JF;.9I_;YD<*(:>;#KNED+EQ3@23J/&W4 M+;U2`0]0@0<81W]V/,WR#\AC`3L@11:0#Z$@`N_P#OKP#LC:"2^K#Q3_L`@A M0!-I`"0GAD2WTDWBI*^ENIF/&:\-N)KAI*>NZJC^69A.FZ!SI2L1EXL>Z8O^ MNI][M9.6NI(E>:ZU::+ZB93=.I3T=IGA\X`CZI__V7AK>IIO.K1E^CR,QZ'@ M1*A:ZD8X"`"[*5_MIH34L3Q2(`:"*P8D8`#'LSQ8)`%D<`)\A!O:4@A2\``5 MD`;!X`O(BJPRVPF)"*4RD08\8BWH*8+*T[8`BBMS:J+GQ(K@BK9)V;7#Z*`E M.9HNHAMMI*)S.G&LF*)$2Z86.JJFBYBNJZ7MV9&)KTF8RFM6TA.F"`J]:ON[O*NI;!L^Y<:]1GNG_XJ9 M.0B::#6UE1BHU@JG02NWXVN3=!N]?PK#"BJJO9N9()JUI)E76).#`/_?``@LLL.,`#R$H(%*`/_<=V+[&S0S.U6`6ON'FPNPNW%T>Q)JE(TIN4 M[:F3^`J]`[B1NF*HEO\IML:(5@L;E.VZP0THC/))R;AIDIRZQ,WKJ-=ZR!(H MM??*H(2JJ0%[NY[WPFM4DM1;IS"XF$E+H4ALM!V,1:QV>QTPN&(P`0FP".=# M!A-0"#0G"84`#(FP"&A,#XGP`;_P`<XRO;FGJ/BV<)W7P"!X`L`@`1W0"/YP`A]` MRX!Q*I_V>:&ZM5G:Z!<##),YZ``@7L":=`"4U`( MZA$`@J.(M1,3('`KJ@T<#'".@=1ZJKR2W&JT#R?(#,HU\.F+&3J9XTIYTN.: M`1NJ:BW7L!R4X?6M45.[M?V?4GW)Z"S0`LO(UPK6#GA.=JKA.3Z::9K6\(JF MZ+H`B]`(?$S+,:[']>J[A-R`D4IY\B`&$3#*D]GAZ92WN%(NM\$L]3`K8I0M M830_LXJ5`24!:I`(4[`(T5D?`L%_&8`[+/$!/V,/@5EN0@-%OZVNVOJP3HV9 MJ3D"95NT84V:C,>NO*C6?O]-?$A=JAHKJ1B^=Q\)G[=K5C^.3O`)SEG#P@3: MB^Z\F1/MVXX\OF^KDFC0`FG0I=\JH$LNXGM.T./-;M8B!BT@?-9THEV%8,UX M/VM[Y=%;/5*0"#CP=@[S0PI9$YZ``/G@`!3V1R+(GL2'ZK+MDDU,W(4IKB6> MW5_HT!<7XUKJ;>9S<0[MQ)!.HC/^UEU=L)<_$S>B.?N*%;E:-OK0]WKP!6J'J'9I?"]'@2I@!*O,Q3*JP:=N:3)\6 M;KK\+*BAD`-A0`(M5XD`ZNUWR\C0J^=\KH-DD`/"@`9^?)10#;?_+-?@Y.QZZ_@6RP3BL/R7J+;6YLO MG,ANC;H;?LE[QW!`68P@S,KN7/#&/9HG+J;CK)*SV^A8,P(2\`O'R@BG_IJ< M&>)$/ZH=G,GIY,X.FHPC$`J$<`,B`+ZW^;0[N9AJ_0!QX`)ZV4)"5A+"#R+8 M%@`9@,FF&<^:.;Q.?9\M7I.L2XXK?NDE>K;?79\]KS-(_XWI^^[!93VNSVWP MXNNT-8FHE&?M\HQ.0N_XWIWJZUSV3`X\[6T>SAD*`7P#&7`O:4`"$8`&`#$" MP,`%`PT6+`B`F,&%!ALH)&@0@$")!1\:E!+A5YI?$4(QHO`N3*.-'2,(1`@@ MX4&5+2,.O-@@8<&&$25P2/0+38D2`0+TY$F%BD^B18T>19H4*3^B0@,,#2!, M8LN5,EL2H]GR(L6'"RYB'=BPXBG0H6H@&T6QD":+#P MXLJ%*VEZ3?@0JV``#"*"]7NVK%:8`^G>Q0LW*T6)-2%VO9NUQ9LVM=SKS(\F$"8L2`@>KIDV=0J$J]?S=:@I_XGT51%,T0T;!!M98COR<; M_WUCB58;YGWIU:`!JY['XB6K)K$(LNJMZ"KJ:S.67L*LL>8@:NZMJ?`CD+;W M_G,)0.8:HFPJW#1\2:\)"QJAK0X;\`P`NAXJ<2##S"I(`C,*8>2==SHA#D<; M;V@A@GH\7$["Q.!:\;/(^#)(`@:"$<;&&W.TD0(1JDB@OL`,HD@_O188$**( MK/KR@C1`"0`%IK;+#CPUURQ/NZ*RDXHEN19\2[.L-*-3-`L99`C)!L.2+S\0 M*SJ0Q-W_,/-K+]U M"!J13"()Y"$C`@L4+&PT>48@HP5"B,.UDV&F^"6S(^.*E%`]C634)3!7#:4% M7W#$]9T0IHC@T;F6\S+#`WVEMIX.+GC!)Z;&V^XI-L<]RH.>F/+VI_/*$T$" M2==R5%J6$%(T,@P9^W"^##O\--.KHGM0T)J&5&E@,.ESB-XK"U(KM&"YA%3/ M>@U,*<5)5:PWX?HDDN*#0J0P-8(..BM1H))S*\35DR<:@<019`-`@D9$N.$= MXMX1(90%Y$FU0HGH&D'`Y0Z>R#WG!I('C2E\N?F=81;AP-VU_V`4=%Y/:W.. M`T<^Z&G=`+##CERQC1KO*'1Y"B`](!6]5,](VT*X6H+A&G@QA1(C#("&[:)7 ML?\2--K3@R,%4RS<"K(8PFKO!E0W"0U:+^#%+TR(W^4>2S&EAG2*H!]B?BDD MF$6DZ(`,,0H9X8-%0FEDD4+$^*7TTT?X)1C83PA%##$^*+6##'QY4A\>>LWO M*[)0&M'G/A]]V$LU@MG`9@HZV0`-L\`L,#KMW\VP;:L::.`4-(;"AR@TT1Z; MW.S0]8F*[$KP((!V56)@I<<,NP^FP)\C5J![@4Y08)JS/8=]QF(!M-)\V`:I M+G$O;A`CR/YV,Y]*Q00F=$D0EE3RD/\BS>0_!Z)+OL"T(O,2!"%(+2(?#4*6.M@`&@*!K`="'>,*5OK&! MJREO0ELHI,:>`G;O*FU3T:^:J+R(02@OC_N0Y1C"+X`QQU@*V=3&+I:;PRE2 M0X#98-4*8I@0BF9.?B,66>)EK?O@<6H#Z<#KQ#"ZCM3C!&@0I1@BD#(`1.`$ M+"C&*G6GRE2JL`,=$!FK0"(,,82":2)03H80$[&\\8].UWJ<3=*@F@V(H1C1 M6\0)'&>D_0G_YBNBR=@%QM`3*ISI)T`Q%QO'=:Z?,(4*Z_*`#GA2#*F1)7,9 MTU>FAH0GZ&!L0LP3D64@EB^7T*6*$)07M4`5%[HMT(%=K./^#,4IJMEM(,A; MY+OX%2EB:,0"B2#!+UCWAD9$((8#L0`97AC#$[1*(\20`"ZE4(^4BJP#C>@` M!]*P@1:X``!I",4&>`6Y/>KI7K%*2/W<$T(1'<0R$A##!C(0BA%(@0P;$`8: M?*8E!18,3'.;YA@B(9ZA>,"K/3$7^L2IIOBE*5WP"ULQY.&?E=2/H(=)"9C\ MQRE)14>AHL%C(9UCS>Y=RV+XF2LVHVBAVPQJL`(SRUQ1),\QOBLP__=Q3P8C MU5#Z-2>'JY+"+QJAND)T@!BO(T/'(B"/!I!A5+\8`6C-<()%G"XC(XL`!]`@ M@IU*P`)2*$8+TI`EGVZL*G&]I)'TRI6(C*`84T@#`.HAC\^&H06"K--!]]62 MP-*D`6K(P'FZF4YSL0]^8UV3&I.BSG7.4:^*&U31QFB M'?(_GD%>A'J63$_Z92&*O4R>T,(?0Q$C)H`C%$`!>:!K188N#8/O9Q(B@9I8 MP,(6_I$\6)`(`%@8I!9@@3QL*V)W22`1\I`'`@PBCU"$PK,K)D:+VX,6N`5J M?Q!]5]U6DH8S!'/%I8$9/_O(I4+!JL%C*/_34%"03K&*%;S>01^ZNE."M+JK MDLV#)T01_-![ZDMRFK.6O#SSH0^)Z$'UQ$L&)YA'+G_)7Y_LBEZ_7%?]3<5R M\Q24Q:C68+3\R"!54JY$_-PSAJ34GA._Y M4V(`IZCO::;(^UR/FO^JS[5>>J MO>5D5BLE7#U19SS_B`*,.%@J@2X2X'HS=+\Y0^:+D9;4>B[2L"$A*CI[4PA% MVLOIEKBUF!V*XE[X?#FZ@:9R4)R-?V`52;P\)CH=/)"!R[(>+U52X\8,+KSS M^+B,$?MHPZQ+@CVEF`4TM0/Y6DEAN6W,@B2@K47/.%8\0110J)-,9NOW=\KF M)IX(W"=IB$/?0B1N@KQHP,[6"E\&U^8FGIPM5*EUO/N8[#"WUXMVQ!05J3DL M_89\CW;GZ]Q![G!JC]DY.GZKI(SF09:PNUIJ+DQM(!G)!%UKKF])')M3]`O= MD:$1UV3("6!V]SU:+@&%"UK1`$`+#RR9)V$E"ONR_ITU?C,>5!`X&L8`_Y>K MVA7,#@&+9XHIF397F`XUI7R0]]CS'?C7P(%NYDVK4QCW&T%`K!@1"/KD2RZ8`4!*)"KY!N M(@T@'>0Q/(&H@`7AHH58B`G(-_A)M0"0O=E3"F_B.O+H";"CMK/@.&,R*//; MMG,C*GO!D@&!-D$Y++I+I$YAK'OQN7.C'XTQOX"1G$5Q*.]CH@KJ.+)[.$5* MN+F)NTKBM(4IIHH#E3^)'/YQE'SJ"F*H!U?""P[8F4(X+=OIK-;JF%&:`%D: MG<0#`$#;#`^RAQ=0)W/Q*O;Q@*V#P*1P,K1QBO\("#M?(0;DD:PVV[.?ZA?, M$+Y/0KNAJ;.44(LJ*I;W("ZY`#IDLHO*8YP`,3:!*A;]H`NW\CB\F@H(&[>V M21'XTXWWFB1-^@LV@XQ+TD1::[:J83ERB[1ANI>V`;^ID(>/`0`2T)V.^046 M((,32`22(($WP!UW:95^8`&-X"UCXJ(V@N:2XC',+#?4Q1T7#8Q4KT&T49PBS!,\1*BF:RB4B298RR[L0"- M:`!YJ,50Z@!Y$(,1D`#_-)B`-$"A7[`M54(#-?@%$L@?/=J8P"J:>OB`02@! M]\&',OPN961&-&R3@!N*$@`!M_H2(2FM\&D]#H[WZJ02G$TK)K*H]DD M>,F\N(JNQ2`SN.@`(.(`^4LMD$F9#OB`"2`!5W(QT"$)TH@6JSD20&LDL,@+ M%S@/,T'&LG**EPP/LX*?,_J`:50,"G&DN5.OP=-*[(L@HND^R;2/$&0[OM/! M&<2/M.RV1&2V=HLG%A1%@&)']((^1$(ZA;L8@WF7:*-&;M2/<03-?1RYB)$X M_X:X"$<,E0YHK5ED,=E8@-:2HPX0@XP0`S)H`(L$@%^8@-E8D"J)P2W4`"EX M@31ALA*(!WQ81L7\IJ+0@?AQ'YK4@(BP1V\\Q)90"U1L$!'ZC-[LMJ&$+,IL M."J*"=P01&];"+-KNX@!.JKA+02JOD9ZE^A`GC_2&_K@2>ERP3?L$YHSOPY1 M/H7S3]GHMPO(4_M8$P/ MN#TJ0`1@H+F@A-,\6BPVFQC%L8P3B2B@RTH,=+;OZ2GHL!/&":BSX)=P(]&Q MJSD[HRZK`8M.=1!LD9.$K+:#`S6$N\'TNZ-#VDDNJTH0J:][490J@B==FSMX MIP/E`E]0D@\$S`.U;)+E!?=%+F'0XDSQ2.= M;%0B0*^HBR[A*.; M#<47,^4@"Z*LODH_"K$+D?2D3H$T4NV7S7`&&S MX%J(?R*09J59HN,CQ5,Z0SJX#133Z!L(0*,TEZ@'!#"#?H@$E/4Z%-"W1BU/ M!_R)(J4"--"`:Z''J6C$7&6Y@/$,-DTO]QH6;;L[PUNLWD02&.?60;`L2&9Q:L[@R";/282&[/;67G<47A,Q8*(HS[ULV`7DY.HT+S`@L M,R/=_P\$$J?[6``H0.I8``?P!W\X!&)(`Q0X)X$S-;_]UJ)H/7O+`&K]5875 MM&CVJ*-1R924N\;6)EKRKNC&M9LL]1+LPOR(OVRI*!S-VJ<&XR= M+GJR&K]"4P#FOD&-C_HB'"+6/H#A&SKC0I4X@3CX!&,T)_^_A2,//I,T8`!R M>Q#=C=A-J\1X6CNXXE(T6SX4/%T0\LK&J5/`8A`6+DMYTY!U'*;CF<U/] M4LKMK8H$":RMO1-4=>+M]2(@%LFS1,$X5,3RRT/"X\"%JE%*;N%YP4ZGVP>% MT``00`0RX0=N)4_VFJ.%Q/&L'8 MQ57[`1)Y!=M%^2D^K4UL:2ZNDQ8[JR'@0146#:&^+N.>(;$[555=`GK06"%':G&\Y3FW8$$\ M0VHZE0A9#3``8OP`[."F1EW9<_D6FKQE88:/>V0LZZ+3LEQ*+R$VP(/$L=LG M]6H."%MHNF):?]+#"SO@Y%!W4SW81:%,2UQA'ELS6YF+#$L%00Q\,;DS;MGR%MPVX@$$U5 M"T-]67]*[-?8LU3"KTX$FN\P6C;\N'MEV#K*&50B.F1&P M@#:^@%\8A$'0YY?TJO8ICS)\BD_X@$3`C)EU0:S"*_1S-[X2;84MV]$MJMS$ MYD9!D*X4-_JV&^V)CYF53UNU)P2MZW6<#Z<$3<#(/H*YG@`JI"0:GX`[P`` MAE/@GZPXP>)NY(6BRH#=OO@BN_YZNTB2MZ.25ROOMOF=9$N5:O_U2'`0W.CU M)@@)2(`VKX`J>4-K&`/)9L8QY&=_CED_/<<-VNEZY.W4;;2IYE*05E`.O3L< M$QC@I`]C@\I;C3"U-"3$"\7`03;\M.B)8?#F8#I"R=J;9B0JQ>29B)SYW,):!P`$H-8,0`3R[.[MMK>TN0"IF:LI M(G4AO[EIZFB_?&C!M(R?9KN2%E10G39%^L6G'98/*D$NW38*79O]X7:_%-4] MV3/%.1#_B2)W^KE03=K0D(LLZ6P]<:O!<#D49F*;;6(!:ZB%(`TIN-R6+CG% M>XLJ:7,68*H7^`!>!^]EU`>?,(-@#T;_ZV>]K4/OKDFXU-NZ8(@!D=SN+V63,44!Q?U$EWY9+8; M(5F/8+O):E[G3ED$$;!KH*YQO3KE+10#-#B%0D!X[SZ7==$]->"BSQ8F,=5' MEJBNR)P-4"?=A/SIZS$XP@OQ:1&C3`5S-.WAIK5/Y=Y0I%T4M(3X^%VV_MUE MCK[JNMEI^?)COYMM//;C^[TX,IB"PGK';7L[43Y80).`"6B!*8@#$$#X,XX] MGV@$#9"`N5UT8T'O!H'#8JIF>!F@_&7RW+3IB1+(:6L0VR3(5%E+REL,\_44 M!)JS9I/I8)4D_T&EJHLN(9@G))U<<+3C9+!=QZ?$:7-SQ[OZ0#M98$T*Y`?] MCYEJ`6G2\1(%5%[=BBJQ@%"@`#%892'M]?'TB4+0``P`WDV,*#RCW<9:D2T] M;NAV5<.&=,SEZ6I>5BT>C3NYH\R_4.N^A4MYYN.'C@6.-"RP ML.7*2VN2M.D7L&F'G1^&MAV7<4681!$7'E@8L5ZHFD\6-2[Y[0B#C1?ZM4MJ MQ'524L)0H#`%.ZGP#.Y^)JP:IG4&I#HPF,#CG:\6_>*AT(>BT]?\^K?R*U&" MK']4Z)-5(0P0HY!E1+W6$6+/H8?07SVA9Q%I?#&H(',G-65`A0WEU"!Z)4V8 MTT62&E%1: MN<$[G80APC`A#),!(RCL=V=7)03@7UD>!!`/62#$@4!K-*WFI&>I'2234M,M MY.)Y'IJ7$7`$#79>AA4Q.5R21@*`($68071340G"=!M&F967HH\T/<1A45`^ M)UU1;GT4G6JB+@K3C2^IVE)PYJ6V&F%.>M2B3GZ!Z"A/=6D$@!ENA,'(-B%L MWH03SQ9N4!H@P.%)"Y<%"XXZDL@>FAP6P@U)6*IP6&(I$MX]9@IQQM5 M?%.0#Z:((GDB0[RK_UTB2Z?AA$A.5J'#.J9ZWHI-@6KC0[+"5+*,#^HJQ5$3 MR`0T13*11^9C&M`7@`RED!H/!!`P;&%'.A#\Z6=9.V(9L9UI]-S+>#"!=F,ZDX MI^RPLG[W3#BDM,DHT6"1%R838IM2FK*1.\+E,;FLA>Z<2"2F.IU<+">&FY(H MB3I8R"66:R$`HH+8R"\-2"%&!/(4\@M%$1R5.0!2A.G@R5$!((\4+3#272?= M$<)(,"=(P%;%XW*.Z47R1+`NO(1(ST,+*)"U-IYF[>GO?X!&`LQJ#$G8>@IBEK<7\Q$.`O\(@(+^$4H(B"!10!-"K_H M@-=<.()?G,`N)S##!SXP@AV>8(@C:$`1A]@!&TIA>2,0@R^TE:T-A&)4G$%1 M:9IB0I_L;FS9$H8(T(>^?I7``_W!QPO>0"B.18I_&Q2.3A88FP3J)FX\4'*2=$"7/T"ZK#0:"Q+6+IBPU@2N<@S+XUZ2 MMS#'$8LCL[G87*00@0Z$8@*C+,0.R4"&0IQ@$87_$.4J._"+0I!A$<&0P@=4 M^8M&C%(,IHQ`(6A9B..)(0?1:U-\)F7'Q"6M20Z90IO"]@Y&,$*,:N,7VZAP ME@P@P#8KDE&#(AA!(^5-(DFQHF04*;EP:HTCG7$.'`E8R)5AD7O':E!)\I(B M'A'/4QDDC=9N%A(M/HXHSLK10Q2B%`Y>+%C5J13I2+.;>DJR(Y%\6;DL$@H2 MW/!W$3C([D9`MPBX0)2X:P3SWG""*@*`#&C`72'0\,I2)H(,33R!"+K#B&%T M)PP]K-609B?/E/R"$>_(`2-"T)UB6%-M_7I;W#(0!PXLP`+EX0D`#77`T[3E M,.A9D1X_%L_`":ES)VG-_V`\HY?I5`A%CBKHJT1W+(AIT2*1V5]6B=='I&!* MHE=K&;G,I"`#]N4SFL01_AIV$'E\(!2_L``9S@"\"/R"#&(@Y0@BH$HR4!8- M`""!#8%G`3&<@`RAZ$`C+OM*WTE!'FG8P`TRX$IA4(`'/3P2F?Y:,2UN1`)3 M\(4O1%"(8@CC'5.P4U/OA,T]_8<*5,A`/1CB$@ZM1%$#N51$/G2LRHAH.1$2 M'!8#Z,\!0B5C!T'0=R'T(`/>$YT6LXU!!=?)BPS.4_:LX]9ZIK#]:K>9?(5) M=>WY$5#="K!"#58&@Y1/@A*$A6)X["\>3(I"1*"5)V@$[GAX`F*T$``KA>$O M9O]9#S<LHJ6+\-T)6,!*>03C;%9C0-/`^,W/*'(C6'.)!,2P@1:D01X+6`08 M0Y#<_?"K;6_32A4:\``)&*RM?]/J<R35Q^9@I+Y9`\RS]G81KZ(H2$O)*I<A MV)/]<6]%F)N9!>O[9=B$D%7YI='&#,RA+`+05@!\Z!Z90Z*5M>90(O-C\1H1 MG0ZLMK(1"$4J1T""6DY`"B=H`*%MN,H1L/"COR`!`$99CU%V0`QG0$,]`,"6 M-+1@$?%U#B7UUCH`H&$*JV6+!@H1AE#$;<CY\1/;M!**>HR`R0T;B$)YDZ(8 M+:R0%CWK8Z33H+V)E2-]-B#I1J:7M:ZJ(HWIKSSO6!+_UCW')0Q.DLY<Y;]F M*<XQQUF@7<FEM6UCU*R20VAN^CACE`6I'J%>G@5";8%]RT,J\EA+(EC@$*G4 M8]]610A;`&#5@]=#'CAPP?$((I4.V%3B(=OG6?<B`32$H@$)!X`&/A""8-@Z M/V?Q@)%!H>OH^EJ"'C2-_:Y:UC]W"C+;16]N1E9EK8UKS*+BF4D8?+(.S0S0 M!MY5,Y^%JWJ65^<FVZY**K1!LNZ/S$A?U7=U)1C!$&NOKG)(`K[N*N6@*.&R M#/'0>O.1T$HAU#*)BUMZ'9R0EYS(ZV-NW,Z@;Q+J^<T4$@F&1+42>E)9O>J% MIX*9]>8`M_79,=N02C`5N=8I_VPB"JZ)2XB]%R<3XYLK4I1$CG+F.8\J,L'F MJI+<\NPW3_#H>0N=-XN>9W4;OH,7[XD%&K'90@#@%TUD"R5U/^D=]N3C#M$` M5NK^E2+G.BMG\,>2][&X2XJ,P,I$6+D3%I@YIOI7Y%H9!<&K&L\X.7FJDN-D MP-_N<S94]A@9_.9.$F"4_/$SL7MW<"(3^LSEY,P,O$AK+-OV?,AO\$_D15UB M>0[4B94*C4ZU$<1B$$0]A((4!)P8`$"8[)`-'<0L64`BC%(CH-(.H<$0A5:O M,1'(?8#RZ4=_!$!_E`!R%<+>Z9:ZV<1*D%[D54QWE4=6.9-;#=`B.90-+E.4 ML4C[E?_51K39!Y&3(('$J=65L.1<2ER.ZDC*2HQ3RL2<<8#(C'D=4^C3I"3' M`R(%&/Y9)XF$9630%2X(D&#>323*JEA`/V18(4A`*%S8(O2#&#21733"!/P" M![!`+4F![BU"(YP`+?$.`+C`*OT"\JU@?OB'6)0%*(!``VC`THW;N6148D`9 M67&=![V5S`D'(;T1Z@4'<;Q&&9(+'+J,"IV?LTU&$N978[Q>$#8='1E@$+Y$ M854>IV0/96!(_96*YFW>=F45^3U9[3R*'CF+1Z0B1'6$]RR"&ZP2`'R`%)#! MOXD!!S18!Z2!&]#-"?S"")"!5+A!9;$`*966#2T"W4&B5Y3_$<KQ"R@,0C\0 M"J6]U9@YU$M@CFBTA2;%%YS)141]#"[:5P^&WM5UX>STF>6A82'Y%6"5#**\ M1`8AD!,ZA8K\U8D,(5WYF7VA3HO($<386!PAD*@0'1Q%([@)":/(#&`5BABN MVG,TA05\0`>P0"(,4R.8`>]-19C4`]!(0"*TT`F<DE2<U@?(0P=@HQ@$DQL\ M(CQVQ=M,8@"`PAB\@0;PF@:`TUYH'CQQSL41VWYM5<WUDSSYU<6LU5YEU3=- M81'.G()HV3*N1HT4ENC\WQ\1I'WY2-X4X/8M2LP4A5?AB.S@)?W=5UR]Q="Q M$<RY60.:$^KUD2CV(!K*0R-\0(@A_]H'(.(O3(`8',4O:"8)1(`4^"2A10`P MX9(%G`!.WB$:),`[3N56R*/Z7.48F`$"8,;!%0M7%8HDE0I:IML!^N!8S=7( M+$E&:EGJE%4^&<4'>4:-#(:6(91Q2%D]$88M.E`)L1'$?%=/#,_V("2%A$QO MT%>LZ.)@T=-YF*3JZ,I`+6&=@<SD05N2-(0\R!0M_8(\D*-F14!H2EP:T%(C M$`09_!`M=4`'``,QR)(\E!89.&+RT:96R".N^0<:Q`%C5(=XV45B<94H#DMX M::1Q9E"HL,1%6EM@1-!(,%CYV==-X(I!+E-JF*>OF$XFC5_\.=*(QJ(A>9)B MDMMU"@E#A/_31#@)L0VFRW0G,+X,/)V98KHA@O&/!!C<P@%`3`'3P/$;0?0; MOB&`PI6&!?3;;%+H5:+<A99`&L1!`U":%R++4=S,0@'ASN&1G9X*L#%3@A5> M1%C*'+V?JWP273SGK`A0'Z6:%/K*T9U&?;';1G;B$$)AE4DAUCA.%F:G72(+ MH<:G,J6?D5C9J="1ZL'9HB[(B?!(J,*;!$H!+?%A`W9I;YJ$5)JIV\BC5H#" M+Q`#`W"`5?U*BYI7J'8B80"K7!W=C'V9(U7*L9VB,&I*<8A=O)W&D)X0I)S, M4<!.`0[A`>Y&Y6W-02VI+;9AIM;3.6D*IKI?CSAD`(ED.^VC68[_#O;%TXX> M)Y(T'`O(`P`R2&;Y7DTTD1C.JIGZAW\462/$@09T@`7`4X7@W#)B$<.>E3-. MJ;N>XO:H*WP=H,.T%<($8'R]'F(9(&PX&=2USJCR'<T123MUQ,U$H5F%I46D MY*`Z!4;"W<RHZAN&6QHVF;!9YM9`1<T8Z0!=F\^6QJOFZ-4`TRH!30340X%& M!<!.)8"@7(660($D`A9^)U]-GM;-HK(B$(YJCSY5!WNA:V#^%?YE"'E\6^@4 MXTPT'1IB+8XB3TMZI&LH"6,(4ED&#NNDSH_T(.3A9<I.R$CHT:5<T0'2I;G6 MK:'8F8OBUA(V:9R9CM5A2`04:%$"SQ+1_]`O#$0$E"F%2F+;E$`E:L`#$$,% M_%EE:F?@.F!MJ*C\*&J.=-[[T>W1L)Z#\.RB$FJ<Y>L=392\6J2E=*N8F*AO M[D]=?*($*>!YB"(_>NJD,J8]Y<1=M5%!$(LZN15:3N^+C`I``6^#O1)H:.:# M[2$`B,$%3"AM`LB>Q(U_@`#IRD,"4!GDNI_/>E=B]FB&_"+UM8J/"JMD@&4- MOH5VF2%J/%",3%U@%>O;BB6FY$UNZ>!B9E7/%:=#*,0$!Y5UDDK@Q$J"K8IO MW!>L<!>ZY9S<<HSA'HY"NIMX*1"J@83ON$4'C$`H2$`AL``P5%@A.`+Z0BUS M]<M5%H(&>!P`G/]N31A$O%Y*8:RLUVU2SAQO`3G;":E?J(I&2LR?;QIA<@:& MX6QA3Z#J(EDQ?3$,91J>T\6(2H+,`#5AZ^DL_0`>!2<)0#%8:P!=7<AN(Y%Q MX0$8076M0RD@EUD2"0<A9GZ4!1"B2+446ZS2!#PM/*IOVV3%('P``]@$$2LG M]5KDD,Y,!#H31,:(3&Z5B!8QX13-)B4@342CB!ZA:^S7LF@/`AJAY-X(UGZA MKRAI:F`ADC@*M_8ES?E*_.3O$O(R)AE8LVEK,DKP9W2`&4RL+Z[RX/*H0Y`2 M9?T.*<W0"<C#(EP@(T,B@.C)([^`(SX``,1O644QH#I=(S5+66;1QI#_6;O: M7[4%(`#SKLQ0C#.:&ZK.UY*.K#"+[;ON;?5J7P,1JR(-K8N07_TIJP.2*@8! M%@+Y8T;>(@!*0!I,P?&PEP7E'XQ^XO`P)2U]5*8Q;02PP*%)P#9SLYZ8D0N6 M0`9<H@,D0`6$G0)!ZF->E$).&?(,8ZZH\0E9L:+P3)J)VZXXL.$X)XR.IXK2 M%^+BE[K>IZGDRNQHTGJYG/*BWT$\4`=]<6G,I+N1"X(0E"K;V9\*VT&$PA3< M%K`8"2"S9SME<(/MF\0MCT?WD.?"H_JH#S_TAQG,A3U4``)06_^0:@-JCAEW M:D71Q.`)T@-U6^O97ZT`B\@N]`F]BK9F"K`4_Z/CN9RG7!PZ*^8NGXC!+#`\ M56NVF>RQ\9=</HYX3E<NEO/\U%&R&44+\``::%*?HF'$LML*7\2]/8?W-.U) MKZ`WNV!>EP`:S`5,@ZGHC,MPHJ@KJPQR(C4=(<A&?#5ZP.'=#M*1#L:\<?+X M@6&X.22*7"%SDU-#'_6/:(B">/+6E"'-8E5N2&92-R]-H!>Z*71KRQ^,*&Z\ M)20!A2AS<#8:#$-PO:6T-O'7<4@/`NUB$41=3Z6>G$5QH\$%C',"=).K'$[0 M9BPBP66Y;)%U409['ICD-.>1-#:4AO"YW%[GY`@AU8\R+4FI"&>(/`@7P@7> M]+)#7X0I8@W;&F"C1/]T.YUJ>H.LL"+,8O.X72Q`KY'!!FC)HU7`"#!Y(86E M.P6TUL&<ZJ7G001WW5VH"ZXT,'0E!"3`T#[UR%:DLPIT4(DQ'CTW]<9(^\WY M>??O>#\.8L85[MZSC4C(&D)&]Z:H81U8"M%%LZ0BIXCJ8@[D<A?A".%X6;V5 MHRP0Z.!5'CTKDS="&J`!IZ,!&60+#VQZI^,DB:ZW@`4CC1XU2CRX78=Y7@>` M"QB$!(2=B>JSO#9;%?>,K$@(I@>R!R7/KJ_RI;*AC-C//DIDQ$YL';&V6'7L MQ5"=EI.J)2L6_A;)BL:HFVM.>Y40!/_(8I^9URT0"$P!G.S4!E!`)Q#",.S_ M%".46FW3=P=-!Y/$6>%Y><FQKZN7P`>`J0140,@4:=8\L^7E<I,@\2)I>/N) M87H"=HL;X9B\,;(0?/X`9D,5>5V:RYBTZ!6/S&PX&<`OA$F*UXUX3"35Q6[H M%1S-.(K&!M6I+9#"3&(2C0^]=T?,(D*`0`;X@=AX$=0(0RB80<)Y^$P$V&CG M8GI+:I?O,*U*>`F`@*S3^OCQ2.6]U>?92%ZM;E2G".21AJ#^[BG;47K-T<44 M+=^0W?]!:Z$L!Q"R#J'F.BJ^W%R.(NU)DJV01B#Q3P/EXO"\)$D<='F@G8<) M#STCAK^1P)6(3_1TAR_P`*(=>/NQ_>.H-K6KE[W?__LC\PL(\'L"C`#LS%S* M[SH#";K9(NL%S5_%]W)/5+JYW+))$*L('XOTYC>0MU'<1OPNUE>I1$;M'_6Y MR15@+E+!9+=GP%_B4DHMGF*\1BQ,\&LA`X/Q%,\(=,`)],,(2$$_/)JC4=8) MAL*Y9PL%$`*/]3;EW.E$J!->""!CXY>#*SVMKK3[+D`"2,`6L>+"/+'7%Q"P MN.<HLSQ3@_QK9!=``"`&H`&Q!00%(@2P<.%!APT.`C"@<")"@P`B'BS(D.$( MC@`\+FC`\.'"D1\_.@2)D6-%E@U)*A3)<*2!D1$'(CPX<`$#ECDCIA0*L^-+ MCA%/0M3)42G*F$%?0GWIDO]@3@N_0C4"]B%"!!(`?OV*$*K0KT;%"DGY5:@8 MF5\`)(0:1JC3.PH4IE1P&O3@Q(I\:1HE2#4P48X:0`10O)AQ8\>/'_-33"6` MY`"@"B5:X$`"@YQ-,>9,&#/JZ)@N14X,>I*HU(D;62X0;=CI4=L-@=8V#55J M[9T,>:+4N!`HSP:J!WJL^I$!4I8W3P(>+96Z8-I+5S(=OIUC[I:A8Q*[29R@ M2J4C/^]D/9/\S=D'T8`H%(I,A#2_B/U"0R*"A0B_+.B@D:Y8(.$M"0JYX1U? MAJ'@G2E.6$@UVWSJCK7QI`-,I==@BDB##R`+4<012Z!,,5`^&*@""488CRG2 MGAO_"+3R,+J0/.`DRA&GIV#4+L>%0A)()95HDRZAWY#:T:/@FAHRL-5^W#$C MW6XK[<@;3;O(J>!F4T[&V!+"T+"=@LK)S-:6(LPZ-/?JD:B+IKQ-@E].J(>% M#KSZ18(()O@/@0_0D`?/_\"*```I1*!@&!Y"$491-)1;R"?>:&3(+RR3L]"D M]\)<"+$10055,A,K"V`,,^!:D1C1B%SMMX^\*TZPX9@K2M(QIWM15X66&L_& M&@N[3C?Q7B023`F=B@ZW2F6#U4W!E!LO2-:>7=.HST1;3ZA??U+6*">I/8@4 M\!KR5KUBRW4N/T,!."$"*4*)H!`T_B/FA`%#$0L-`$C8_S<-1AB5HH-01-B@ M!1[%>_79Z,)U4^'8/@Q5XA#YH8S4-%X800(`*F"`VL&J5#:CCYV*U,I681JH M.8Y,%C+'OU+^4>;@9NTPI29IC/,B5EG3$CHG33+LXVB3I-%;9VT3B3NE;0.- M/1Z_!9;'ZCKM*6@T9ZOMHH:M):H#*0"HYVNP"HF@@Q/`)CN"!LX^]`0)R!"A M$%3KL:`1$<1(.VO;.#PH2$H%<OHYFJ#Z=.+#'2,U@#0T&,&""F2#;C:;KNPM MIFF-E1FBO4U#R62_?:/2S8EHCI&E<6_;>T8<I4:6]2N3!K+*URFMSO**NMP; M-:.4)5FE;+T[FMS1N`Z)9G.#-O^NV:[#ALL""^JIAZ'GY1DM>@"F:.0C"\R` M4-LXOSNSVNLR]S`QQ-$O,8!X%DOC@HDXV-CW9YD.DO/E..1=O:*54GC';7,R M+M!-9$DY^Y75=',N5UD'=(*9$:V>EIW.N0Y9TN%)A834E`H5I"_!@E(':_(D MUYF):1]Q&M=<1A*1#0XE+B*?<"S2->F)CB0=@!$&S-"!DE1J)<1H67A.XD,P M;:2`3?/4^=`W,?5)AA^2^04"/),``'``3!%9F>Q^@J736&MY5#(2:;0U`E;1 M$"7>T9#L[I=%\OP01K*JV>Y@0A7*R617M")-;U#V)J?@SH36R534XN@PTGQ) M1SEI6;/_W,,R&'ZGBS>RG.6(LK&CB&9O,[$C\SRGQHI$+(D3HT()2F498&A` M@`"0(JSPR*L[7B@XF3M.%04SQDC!*9-;_-&$\OBZTMELAUA4(2TW$J>/.>=& MT;*5RUPBIES=4CCH84KP?L*>H@'RB[,98U*XHTI(LD1-Z;(4#WW),&$.9$)Z M?%4N@P:^VMU&)*VTSL<,U\E0E8@R3`S`!^K!``LLA`-2C.#PS$C'"5[M6`#8 M('%`L[H(KJYUO@K6A9QS2?-TYX4)[.-+BMBL2R+G69>:7;!L@D>&<C$\1['1 M;YJ2TDT=BY)6^N/_7&3'K)$N.][1HF[@."RH?22G#",C>)RT_X!XRG-$GPRE M8C[@&8-(X`'DZ:4+I7:NIXB)D#%+9>!D-LC?X<@E7,+)5AFXG.XLE$C]P^@= MK430V`VE-,-,)YBT1)-R5DZ"-5*2":$R5[8";2_:<JL+H00SFPT%<-XD$NK. M4Y34O"2QI4%L0E865X.\\B$'N>+'3C)4HH:(GO8,``@*,D.]M`F0+VQ9,@/9 MIJ>YQG1JS1Q)]PK((#VEI0_K'&PZ!S3EG!,ZG0(`ZI#CS)=@,)V[9&ANTD@D MF\KHM=U$$EN99*1S[DTY%;(D7K\$E:J6:;!]_)]!:V91K1$VJYS<K(A*!,I2 MW=,G6ZM4$6&"'B^E%4:"M=5$83=$7/_%YH"LV>U)>R4CPHR15Y?4R0IQA5O= M"'>1B^R-?5%9R\)$9+;$8NQGK#.N_`4S6+-M'46)5ZX((^V;X86J1G8YFHJL MF+P&E=*QI`F3*UKU:A?1['D31P5[@A*?`SEE;>:[)F4%9US;'6%@4MRS9>TJ MH,N,FG9#ITAA3>F<MQI<C$_'338!S8W4"F%$XZO.FH&/K6C]XDZ52<GOA==V M@D-94B#<Q<(R]FI4*[$1"YQ;3JDR2@RY,8X98]3*H`"I1#1E:?A"LK0J^DV] M+:C-)H39H#H+?%2I+9I>Y6%'9H>8I+46HQ-6QJ2$]5C.?!7/"$JL9%)%*>[E MKTXU_)+<^$__*%3!('MBNN#9]*PW#WQK3%9H64GA9%K,U"IQ67CEL](9`'\& MM&+HJ1A"A^`7#["`!"+2U.%E**K,A7%H%/V_I[GUS-FM%$17.NX)JW62_NT< MS1["1^%JE%Q6HXZOBV;!ZX1KC'N>7%;U"!/ES-&$:30:2TZ;UAW!1HQA5BS` M(R=N4X<XOT[MVGN.!IA6#_)UNVF(>9_=&,J@P)[":,#S,"(_6DT<H3==I%L= M&#LN29DX/[QJBB>-8@K_)%*O;9U$T>KI7Y?9NP<](\)GY\*>\WGI4-V=F'NX MVVI=DH/CNS.('TWSB_K<<B\M:<LK*<(ZFZ2L'W'VLZE`*E`*HQX(_T``1W[\ M2!A=UY`$=@Z+C;5KLF]ZK;/F'"0-3D.H=SGFUZ5(:1)F'-=Q]*,1!'S68Z;E M.W^7*'\EK6A8?"4UG7%DW[RW"(T%-)CV92,X:V&R-9X1`G<WK.4\.Z!+Y('U M9H`U&VM15G?.0[G31'>[ZA4L#2/$9#OTK2EUR*2T&9Y6]>]CV2*M,EF75RH9 M4JU=;>"1B%M9/O^6=S<*H945B6+BB&NMQ`Q*I$PF)OD6YG,X>FU<W^U!JR^0 M3+&MS0,9;#+A%^;U.$X[H=4K`Z*'&+#MQY8ED4RJ@I)/X&A&L.AMRK`C)7:) MS"")RD0C_4CBTI9N2,;#C:ZD`WE(ZB3HQ?]*R^661\%4PN;":[`J[*/6I,J^ MCU/"[NN.A)!&;7A$[-PDCU@XC_>Z9J(T)-3<;RA2S'A8`N1";C%,A!]D+P"J MP%L:H-A>T/MR9>GN+R$(3FBTY.]F+'5H<&<HKU+,B-%@APP=:,XHK<&,"(&@ M2M/0$`LQ`MGF:R9:JL&FI$+$HR*@2BCLZ"&2*W3`I[=LBM2NIO0$22.0@F96 M)MR03-GV#B1"`27Z[[Q0H`0LHP1*H!#B`"X.8F.HJ$C4Z(6"9TI,+[Z<C(X0 M\2.48TG<K<ZX90^9K4N`Y8.`8F7RQSH^QZQ4R<-T48MLAW!F)Z0`472@`G,* M<7FVZ66P:,U0$"3__@B+,F>,SBRO&J9\9$;\ADRGXL2Z0/$ZS$`,1'`2-PL3 M+Q%%WFX@ML;.%$)P?DC)QDJ\P*NM<LOBH.NUJ`P8UZD;]1&MH`_@Z.I&MO"8 M7N52J(4J9FF6CJ6KS(IIP*Q'?`ZNRFZ9;$M8@FXY-$Z0$@)U=(1:!G$$K^Y- M7,EE`G'A8D("6F`*]N4PD"@)%P,3%8,?2@!%&`#YB.&47HG[>'`%>>E;%$HI MRJD4JV/U'BV5((FFL(IJ6DIP$`)W@DB7!N<O)"U8'O'3V.1'.G(=F6U+>H2/ M<@3CB(F5U@3#8"S7XM#[/FC>%,L0VV@%*<>F$LT1=XHA;@V&Y&P1?"$4_Q0/ M"5E2!YH0)C%#`]`1&-6P\F9.R;CK6GP0RB;.CFZP<R+E).;(PMKIGV)IY>BK MXJ1+A>@G\D[FSI3B;]K#U5@(:*PO*I`O>19"(V\0,GEJL*1BMH0IEC(.(\'( M!$LP!ZT0_(#CB\XCNCH$-@BH-DZ`!_1A"DQ&'(DJ)B<C)D%@$R5/`1G)W-:- MH,YOOZJD`F&)5C)J!8GRA-:*5X(31ZS0^+ZNX00S!^W()0;,!:UQ`?F,,$)O M)[N/,)PKYHB"*:-&#A&&-N;JM1;Q.2R-+L%MF]B(XXAN!!9@!!04`$)A`_2! M!WXA04>@`BY@)5DR`$I`]G0L``;A`]YNX:""&_]3+>AHJ=.R*UR<20250R-9 MYRIS)5;(+`W%#?+^27AJDP_#I#=R@C!8CH(0$XMVE()H*6JRL&56+QI/2Z6B M:;C@$5G6TR&)KJ`Z<DI$\V8:XHHN8D+@BRP7`FR(05[2``W2(`U"P4$V8$S# ME$P+X4(9PR4KQE2>*$@5HI0B!]%,$2JH966P,QE#L2>NJHI>42I#K9?8S30B M*VEHQ@-G+0?W0O&>XP&ES-'J"MC0!5;<$0=Q#:#$\RA.<^;**#M;DX548S4E M`CW<XR0:#KXH[2:KKRIQ4/!B+B<600KJ(0*F0`1"8`-TU2X490-RM07(8$W9 M5#$\H`0(33'0X`(J9!__2I5Y#&[/4BAV%!+X6/0%$VLB075DI&)16ZFQ_K2% MP"RA1@R_]LVD``?>9`<^0W$V7<1;AM31#LGJ1.R2"(G\8F@*[?&G0#,JR<S" M0(:=&`)U"!4]@H(4Q"`-NE0$&.$=](%7Z^(=WH%1QL!"6;)8)0.4TL`1QL,` M_LVF_@M\VF^+2*9EFC(8?:GR[$K62&Q;+BK*J$^:N)2DRBF"FJS>8NE5A>," MP6,]>C$S,6GN0C53KDL%/1):6XY*A[#\YE4L(^(OG"^JLDJ#9K'CZ`TPTH`' MI@`#`$`>I,`%6B`'$.$N'"0$1&!M-,`3AA5#BY4QDG4DF)591^(QLRG^0&/_ M_^BPI%2U_K)14I=IEX"B%9<"_D0O9>,*%LG)!Y^L1K*%*GJ),0M/M:*.C+8U M.W#+YG+M(1=K^[H.ZGCE;\>IS!H(+:-L3S'31Z',$1E-'H(!+SY1'A:@$!Q% M;(L3827`<*A`!(XUY#Q`]MBG!-(``6Y"`CA6H*S3P+"3#+E.[-R)(J$$%/%4 M<P9*0%F/-EA1-[M16Z8C:SK(5HQ)-XP0G'9/C505O"Y-(Z6Q&Z]O@O@JR@ZN MIF"D*?5MV%CH[Q3,*B'05>%B!*9`'X3A0+86#1;V8=]A$3Z1DWQ!#!"A8D'A M30,@`C9Q`;"MQMY7()^S:=T,^!)"!+_MH01B%>=Q2O\(0X.C%>FTY&XE>"56 MR\$,@T/`T$=XA+C@+XL<L,&V9DC_MD<(UBBZ%SVI,$=*3Q8-B+K.:L[Z%6I\ M"H)H)_P*;N4B*J%$HQZD0`K00#^DX`,8@0)R(!2F&`VD(!A\84%$@!#T@1$0 MMMG.9PI"H`4"X';76`1T@&P[@6R%(0#B6`3J.`,Z`3)V=WTP\0,TH"$BF%FR M-U0#0TVRYJ"F,K[NIVDQJ07!K\A(HV6";.A2RX5*!VD?$7M5<9/'K@^3A4E_ MQ*^V#G1A:RKP+#;L3EY1N$63]E5U$2F)<.AF)"<3-_A<4R#08!&$@1%X.8SO M0F%Y.0.FX!T`Y@-:P`\HX`S_I.A34(`,`B`4V$<,%$,,.H$,A"$21$`8,H`1 M$$&742`$&*$%&`$R,G2-,?0#+F`A]@$#B*%O%*+]&K),>#%.ZL\%A<0G7N-/ M'Q)_LZ2@0O::[)DE3O,[+$Y[=Q.0N@HD15)EQZPB%R@WFO'#!`,^,8N&-\0P M3G,\3Y:1"['FV`0JM0KKGB5K"K<V&,"8&T1L*:`3Q#8'1$`$>$`$]"0"1&`8 MC+/90"0$ID`8%B$$`D":?[H3U!B<I[D30D$Q$`$16B`#]'AW83(`"D$#$@"" M(4!^A)(],`^K&#7@?)1PQ>2'ZLXCVZV!SI>--)DW7$BO-*IDY3=D\5&3?5'L ML)+/_YI""*M*X7R/%!>/7%XI.O9,]+A%H+K)$74V'CM35_90*CY@)*0@`C3F M`]SP)-+FGQS".,#F`Q@B`GA@8<76+A:$!\@@#!I!8^!B`M)@"M[B4\1YE]48 MJ!&8J4-@CH.:J3O!CJVYJ==',=S@CP_-`'QBJF>G.@E9,T>&<1F,>?:Y4_:O M2JKW<M*J<'NC6B^+4NT1-GKQF(@/@=0:H:USQ+Y$1DJX1E#+%'TO6I6+(_4O M[\0O99+7>4V#<<=/UKX/)N1A5N6A$1:A`R1@5K?63.1AG^I!>Q9"`F9CGZ9G M!`!$#`#@VN3!M$7@'3J!$%9Z`V0Z7CY"`DBA$!#V0XQ:O?^F(!X()@00F`?H M^*6W&1%$@([%0!B&81'(.0`\0#)0P!,L0`%$XA!F,@%.:7F.A]MLQN#8B!H# M$=,N\S#540*'Z7Q+S,=_],B!:E&%93V03>/T3OO.\Z<JN]X6]7GY+'RU[D;) MSJ#[N4=8=/<V9WH^X"T:H1#0!I^J>+$1_`-"00I.8!$*80(LX`.DH`$:H0%( MH"P.Y1<^H!`6803$8"PBA&L7X2X\.P/20`)H=4NDH'8_``4(83%\`04Z01A\ M@1%0P!<4PQ>$P:<[`=0#0)N_&3*82#*H30,,0`(:X`&452\R]5[=#RQ#502A M_&3[+4;GYVBPUYV6.R)#K(0QR)K_I*)NHZ9*67E))P2Y3O<[I1VPZSGPW/$> M=<12E/T\X!OUYEMO]^XM>4@TA9"Q@J*QU>(^PF)0NN($YJ-L3H`,R`(`%J$? MI.#.XP50UJ(1R,+0(P"_&X!K$V5!ZN),-TTJD'.S]$$QA&$!GF<!'N`!9A(# M=GS+^),G[\X7+\0HA?M%5$T^CX>^=OB3P20W;>._BHN3,QEH`9?1O$QVKFLX M:C$K+;/C?,F#Z1DKY8QXMYJ@[Y,J>3X"=YX]!XH8\$3/W67.ZYPL9K40!&6Q M"P$`\D9>_B,43B!`!@1`\$3J1T`>Q&`!Y"$40N`=AJ$%>,`N%/R7))%B6=(2 M)2,#5L4`__;A$`R*`;26:B"S,3>S\K0+.\</L%AY4GBMT0`#WG!F!@7S[WSD MZ`8QQGR\G4`U>BE2L&9NASC7NRI2EX+H%Z$"=6`XOO,(7;M<[)0)><*F$,C` MA@I!#![@WO\C`DX@$@<&``K!`@B]`SX@O_,E0.+E%Z`X`B1`#!H@^`%`#:8@ M!X2A!7Z!3"D@#"+$TQ*^DPC-,N">$P%`XNU^M-05427H^[BRNU,6@4IY4L^, MC#A2A>6WRC!81PM5]9H4G.K(9DHI70NY4&^#$9]++#7GZ,#LU$[L3@$"`(`& M`@LN*%B0F$&%!P4V8"@08D$&`!H:+&BA$!D`%L@L&M'@0Z@/4O].?``@Y229 M7Q'$C$CC\L1(DK_2`.BP2(H8@3NE%.,1JH.%D#Q:H*DH\&"#A@<U?`@`-:K4 MJ52K5N57(@"_`,(0+%@@X<&#"PPP)%"8%`"IBP?1(C0``"[2@0A'&*2HU"+" MN721NM4+P.[>N7:)+44*]Z!BI!;7*@5@..W@@@055A9(D3'!N<0."NY[N#/D M!9L!,&A[T2YJP)`1BGX;EVW:AG(3DD[\D/+@Q+8OEK[86G="O\,M-E18.^GA MPP@)ZGTLD'?KQ9D%FI$"0)Z4"0TD=(@0X5<#[`U.$/LE940$`!4:`:@GI=_1 M$QT$-FK@'D`C"VFF]',KP00M[,17<`+_:0""50HN:%566P60@04*[?.`/PPP ML$\"ROU5'7"LX<580<FY%1M$D2WFD$"%29867*6QUE>'D;'(X@)H+7!:18<] M)YF-"!FWEUR`_28=<!'MM=QSI;DX6(>"Y>9<@8,MYIEKO^G88U]([3@7:7MY MV5Q:FSGV998W_B@<7[E)*9`\$D0D#P+R3";0F]D5Y&:=>L[)$7QF3-9!*,4Y MU!""#!Z*J(,!M)#(`OM@(!99^[`)VW(3501B<)LQ62!T6NXE&FM<SHC;F;1E M:5!IK\UU)9T674F07,QM9M&97;H6HFEZJ1;1KG2.%FNN$G%&:Z]8NLK69=-E M5N2OA*&9*XV9_]4:&)W,I;4JM)0Z.QF)W%+&(P`2Z%5L04XABFZ#\6`5P!F- M@O5``A>.FZ6/'DH)6+Z6<18BE8:QQA2ROZY9$5I1'@DF7TQ)Y**L_=+X5T2; M?380N9Z6NRV-O/%JY+[:&DEQP=5"=/"4=(+H(Z_A-A1L:\Q!A%J*J<T%ET(A M<_FJK;'QY2**R1$7';]`;HLB6X:FB[14)3P8RE<`['/(`\0P0"^+M"H;W&LP MNP:CI]]Z:3!G'".LHL)!&BDF9.5N=B)P:"DT;<5<HQTSC0&[-2-2'$?V<W#' M?1HPJJW":&R9+&.+XI5Y$XR6PQD3*FR89_-KVL=\Z1Q<=:0!]AE>2_\.9N)! M'9+FUM%)(YV5!UB%0HP$$D"0P`,,7#`IID&;+?-OFVT*^):2K2@84R]B2^>3 M"Z6:HD6UY7L1YD>B37G9VGJ-H]_#&?DWN'N-X.V]N^Z;-UQ"KAG\L<IQ2N-O M$O%HW)7,<TPXE@=)1W'(M+W(MG.EY1APW07J#!W>[`Y-PZ++N4Z7-$6%P@)/ M2T#LIK8/@$V&2K<Z5994%3A<5:MPG]I@W8HV0=\<:VSD0I/PH'.MX2E'9F0; M6G`^\Z2`J1!M.[)4F)AGMQ!J*V+$H%BH:-27[.$0(H*)6-SDTK?G$>]>V`-B M_+2TKPQ.;GA2I"(`3(?`1"TM*VYH%`3,(KO_"U1-+LR:5?&NMT';P6AK)I-- M%:5TM?GY+3-ND4OWRI<P4$6+@@9BC,V0Q)>0X<Z$IHJ8'A>3&!(!"404V9IE M+`8]O0'2CVK2S6)*-IFX>0R/>:-8L3;#+)=)T%YY$1D?#U<QABBR@$&\%4*P MF$4&>2`K`4`!ZRJ``0C$"X)F`PQO7N.__^%*AL+9G($2QA`KSF8T:/R5!%?$ MO"IU#6O)Z^.],%>T6AUD+9+KRV>DJ#8D27`Z@[E2D>RG1,2QL)4H:EQ!BFA, M$%*N0P42DCJ]9JS/#-!`L)I;":5G,M'0\R&%2E`L$Z6Z`(0@`]GY8NS(HH!) M,2XI)-J=DI2GK8DQ_U&<Z111.)-"3Q:IC(W);"9%):;$A7$4A%6LJ&0NTRIH M*:9[9`3GT/Z5QNVYTD=L^U&.`(K/P"6Q@Y;SVV\"E\TH8@9TT5+53E'5OS:R M="EYNTBS*G+`@QZ*'U0(`!HNT``+3,J!#U'DU;3'KVM)3W^R8>:@H@4<0?Y/ M,#$LIW".>E2TE@DTRQP(B8PGMUX>DX"J.5A56_0IMY`PIN0TYCL%!L0=!NZ1 M'M71#T4G1[P.ZHDV_!M2)0?.R((4C2]3Z^W:2BZ=P5*K5PD`%:CP"P24E1@. MI$@#2A:NP?X(;PH[+/(<$C9)TF4UI:74T,KW,""!S7`R0Q$..\7;QS8GM__= MBJO=2"8E;F[MG\<+&G(OAQ0R0:Z8N,)8&V<3L=^`B'N6W2L+\SA3*:GF;8>Q M2W*@0]WJ,4E4,7M56K+*6JOP(QY=!48<BKA+HC;1B:VT7`9-U1O=.K.-T>T> MB9"#+$\5[<(K\MVJ+HD[O>R72ZR*GVG_1[B\[FRHEDP>8ZW'S')1!TT_[:$2 MF?-9@?WLP;X+4[9RJBDA+DE];&)874QH+H,&6$%<I8(G$!`=VB:`(%%*#!U+ M,ZOX4GB9,[H6=0V[I8!]\V6_O94!\-=<+A'IHQXSWWEUB)315:=F&NPM)<N\ M0C?&QD:,Q;$C*TN\V["J1FGJJV@5'.?G2;$A[+W_2(<.%CA,9DRHT**8C\#T M8KW,:+5+CLI6NOJ!J4%&RJ+>)XL^?$/ATG6=N&.K!Q=L4K2L6H3GE>*9?JS< MO0KZ1TE:(0\C"2:Y8AEH[0Q<==SG%SD>JU669G69S(FJUM38RP^SL8>B5*R0 MDFZ9?Z/V[7*=V1"R<IVGPE$[J<WI3D.%JP'X0`.@;`!B/"`?#&A;`9_S-CUV MU)1`^QRA9=;AA,GS8XKA'[G[J+MH>7+@`A%OA8$3I:&YT+'@5%4_:09$4\/X MTH-B8\]ZZ3$R_OM++SZM!NW8HY)[RUOHLZ'A9`U:'7W6PAVT"(#5[>D2=!4$ M"$``!XA!:GS^<;P#!#'[_R:ISHZZDS6VFA$%648X=]X79U83]Y%45N@>FZ^$ M7=X9KLY\O:<O^,<V5K9-8U[HD$5WAL1)X62)`_97X89Y_LX27+YI-FXVCVPX M#6XXLY=2D@L6,.GN]-)VWO/6D+5M@HQFK77(:([.IEPW@K26J%4<=\8%8ZXN MYVKV/.[KW8B-^(J8<\_6-_SV$^J:4E'W(`Y$Y$9\B4:_IJ2[Z^;>"1.@RVP9 M[_/<>9%9*X0K&ZZCM>ZXA'"I\$MF5P!`H(&(&,"!:!E=M'#]>_TIA)MR[91? MJP[[CUGT\KVCO&20.##E:P:2GG_LJUCFK;:@\KN7.PY&W>NV!M0&P\OY&7:U M_O]]@?0K,*<8BM-7BV$PXX99=08TZ/<QV5)?R95GP`8]I!=MKZ1D.!<5M(0" M'U`/W1%O#A07F2(S.&5\2X5^]D(G$"$7]+=2W@="O$%=PH=[FB9C<K,^YL5@ M&^0\A,-=:\0FF%0LS78LW-5,\H1RKJ0M=Y=#@7<S+V4DL[=WY:)WU;1'T_4X MXU4P+Y(I'@.$O.*%?'%S&H@55'`.;P!ED#%]9T$P,KA7AG%5)WAZA>9.5(=P M7@=<'O8Q"U<@1*@FJS(XTL5Z&:1I?A$E/P1<D<=,H@%892<<OR13D/<PDA&& MDX%.E:%-1T9>)N-9._A]J9=#V4-'BK:"BJ@U.(1*Q%+_@$^4'#G"?`%6`CH' M#K(C$`I`:FLE8;]B3Q]C3QSWB)M(@SOS7/WU5KF(=P&H9X5(BBAU6@ES<<;W M1,RE:X#4%I4Q>W7W;-"23`BH'(#70133+#A#,.1'8@6$8RE2>9$(.6N&4X_A M/')3C6135-+S<051A5>4@1H8`![@`5S!`)MA`=.7#\1P9@`41[E2&Y>A%);! M*:L'1!^F8@3C9?M$4,VUCOS"*:&%$-R4+S'5/9\UARR7*RX8/0QY:'.#/J0# M)HB8>P;88$H(7D#S>NU$6M/SDL^3D'0#@):C@[_"*_ZV8S;9%/FH@270CUWA M'"%X%C`&&];D01_Y)>M33Q+S_X-I%%7QQR9#M&\J2"A_U&9>4C1SYWX$PW39 MJ!<AU3BN!I9298>--Y/`6&XPJ%<*"7/9%R(A@Y<CF5)_,9%W9C7;U3N)LS-8 MESUG4BXB%QL3=2!/H8]1,4M<H0$$40'$H``B^"^E85]GY)2.%4F?`G89UD=Q M<R5@F"S8TGW,@4Y=$SWK9$C:&"PP5(2""(^_]V/+-(I,)7ZAM9"`IE/NQ9+N MQ4=H9'K.HIH[-!A^J$=%4AVKTCV8Q"-A")(8V)B.R0^@$`&))R$"H2$$I#UC M\RSX0FS\)I4J0TV3"),.QHG@.8$7V"-X\7^/$6D"LW+IE$1<N7YAYQL753G9 MI#;<F/\V@4&`)X5WOT&2W\AK0W)2GN$6$6B%!DH<U3-Y<"25O_5Y99:30/-1 M`(=51(ES_(`5[J8!',!`HE$!D>6->-ACQT&1K.94EO,9T=4:@C$^F-%MDI$9 M4FA(*X*90<-VL*9((0**+M2*\I2*):6)!O*B*YAI.OD\+EEQ!2@:B,A*8/A$ MU.*?E\4MR9$<)-:;X#=T:;.+SB9%K\A:2P,*'W`(4(9AVAE54P(B9$8L>E9! M.:0Y@S1FO-:4T3:A1==16H:>:J5=K]8<!F-L0(5[?^=OC@=K0!)WLO%3+9I; M_=,J5>:4FWA[FDA,E*)6GX-'E)$<WJDC0=E6VCB-8N>>K\3_F-.Y%:```O4F M+L&QG:BA/W,HC[!V7CTEJ,E'64W(3%H*.*V2;R7$<-:&'`H982>S9[M!?B^E M87:#J^"W7W2Q//J67VECI$!VH(LXC1CG-LDF:4[71]4S-.*3IYA(JAS4&[D! MH65C?\6R7`,%/4,YG9[&J@V0"!VP#ZOR`&6RH$QY-:U)2KS%G]84ARVV;S`X MG#`Y-AH56#GT29,7G.X*&USI>R#6K6%&%Q-:KN.%2MO6AT#DJ^S%61V;5R?6 M1DR8/JH)*RK8:'<Q)2_RI6^F0S\JGEV*C_,:%3K0#PW``B4Z%PFP&')E@S;U ML)B&3S=3@`C#)9"(L7*3&QW6L)OW_U[+:$?A\JV46%V((3,_528CHHZ=N4A! MXW_MFJ=[D2/>HE9))!HMV(1UY%0565AS04]"U!O^\YM?RTP\$H@H0A%N^(2N MA%?9(J_SVH]Q\`L:\`"3*8S;>4WK.:=+9)-X"!COF*&_AZ'.4H4H(DBOIY[@ M%YNM]!?#$FS&R$_7.E]'9IB0XX,AIG_I*4H<6W/XET'W!6<6U*#.V'N*9EJR MUZ#<-FP2,8Z3J&)=4SJI.J\98`;UP`'B0I`.L93$=7!\<:-H)T'F"AF@*CT2 MAV32R"O3FDYL9(<8BS>S=U,6BZW':C7%&:^4TG355(B5T7B#IHR!)SV[VK=: MPK644E-'8O]YO!>?)09GME(W9/=MT%(N]"0:ZFJ%L'FSA.M5<2`0%<!`M3-E M`!B<PE=NK!2PPX>%;_<;'/E17`IL;9,^^><0=&:PDY%PZ+F%5ALT8@9R4+B, M*3MH4JLQPL<[302?>Q=HVSN!QL1B*EJ#>VF3*%MH%@%8\"6[&&QH4PEL9!I@ M7U4/%2$!]=BX75J>5+2BYI8KBZ9M1,-/28LW<E57FM%&-U@LQ"I'M.I<)6>^ M*X="B2@FA[.2NT>[W^*K@65>!"J?A2,1%;6V\F,YP:7$"(&6%`1`G"&8G0%* M"&HE<'2DPP+%!Y45:0#!["$!KQ$O4Y<J*/QO`5.GVV)^-GR?2\7_4\\5KL@6 MDS1X5:@(9\C8>N#S.[9C(#GI7^=)?&56?*KKM$7#3;A%(HGTL@JJ)<.6)B`4 MB!_5IK1V>M>:.YUYD^`5,.@C&\)\Q%=DO-/Y"Q<PQ25:-1GKL6`L&55X87)I M(H6V?\.TOH:FO>@()'L<GE#+R(*)+QBCE;Z3:\)XA/=4C&IR.'PCG)<R-VY% M:[PL55TLO)&8P._L-:@&-SOCD9/(6\CU9S7,7++2K[Z+%I.L51_`S>,"`38" MM`#`N!`WH[@K0DCX-7`%)JD81%W&9T1G'"3<F18(6?@G7(-4)7WLD(-D:I(F MQ)&*A78W?"IUGAJIPL$L)IQKH@!E6N"6_WO,V'W+IL-_]#.XA;63P=$']0%Q M,,48\#2#RF-%YDJL9$/V-:MNUG>$1JN>>*+^VE=O6R6[2"1LLTT##='4VE3- MHVPO),?243?6*,U.621OU-:?HCZBDTXJJ7U*4JM-^YDLXKUP[7<(72-+&T+! M-XWI"'%1-88XEQ4@<`$)(`'[4`%5/!`5O%9G*4^*A2;I'$PXO4[JTU.DJ6]' M*JRJI$(W-;5]/4YI(D!(G(<)C72']GY925Y!U1<LN(EGUC]$9,!WC=,S^)S= MA95ILY:W`KS*C#;0^:.&*:N5JG7";4`<JH'0YT`6L+R'80`[W;F55TI8>ZDO M[%;SS&5K/(_FR?^91_>RS+J"152"++2KL9''^/>6P8)(FWU[20NX@49'<9RL M&9K1QPFV]#L0/Z-/MJR)RU%]69U$RA):]U8YW9C?=%PMQX$;B36XJMIN\@`! M$G!;M_4T%J``&D3,*6Q7XX3,SF97*8QC*SHRG9VQ>KK/<#6J%YQ3K>M14*MZ MA=WC3.A;6NN-EC?AX>*U"W8WJ^F+*>>L%9IQ$W>240(_-`Q8WL>`%_Z=4F*2 M(YZ]M;C5L00"XB+!,0X9"A"MH%DO;A4:BJA14GDWR&6[QI5L*_C8?)IGC3&U M0)9'#09`(67F`:TKZ#HS;7?,6M[$FMFPT.%2:+*YC=B)%K:;1FYRQD+_JY0; M,U)I6-G-KF5[@<TK71<A`1>0S1K8"0'@"<2``14@6X>0%#2.A9QMR$'CZ,)! MN5G7,4-&3H[QEN[M>,-(HQOE43`;(F9UW1UKP(,D@,AM59%33>8W4E>X8':H MC-_ER'OEAVLB3W'[S!\N25%^4N+-@R+R.1`*KF@BL161`&]^.B%`"&*$`1+` MAI5AYR=HJ(5!I-Q&Y!3T2WN#U5FHD=;N5.3:\`92?7U-T!UT8C&CP/&HV`KS M.0:8Y9;;33/8X];[4MY+V[^WNO=)?ZCL5URL6\-BWRB:C)II=F@3V=AN%Q5I M$4"K(?D^ZSCG"ZA@!JYC#P,AX_E:XXP[N4KZ_W[7'87#?=-RBSSV8D-/6U$T M&74"';G:(W&D)SS0?($M#2TY^97RGIAN6%DGPASUZ%_A#&BD%(KCE>+.0L)B MONT3EG%ON-=\%4^/;.^B2[-JE<\%D0`O$/3JQN_$T`$2</0?>!@!&5@FB%22 MMJ584I?]NT)ACSS`],K8%]OYF>E2?I'DA+9&&+4"%RQP6M\JBG[VG&=0WQQL M:U+D1(&O85IIRYKN2-]KRCQX<\N/:REMVG+;ZX"?#X0MAJOXY?MTD>_FW6F^ M$`E%#P%'C_0`8.<UOJ^=XL:D?+F=*&%0&75JMLY3Z]Q;1W)5+AM\3(/37,L$ M-TF+3IQ='_(KINUIH?]V/*-URP]=W>6#,040"P``$`B@P<"!!0T:(-AP((.! M!QDB?*B0(D.!!4D-)$;18<$1'1<<=$@R8T*4#D52)/F1F(01CCJ,8,#@%(@` M.77NY-G3I\\0-TA)L`?!0@.2!BP02]!`8<&."1D(Q-BRH4645CT6=(IP)#&H M$A,>5!A59<&G*+%2%&@6K$>.!!M$-:L6;D2'!CV2!4"W[4",>>5^;$AL1-RI M>!%.U*L8P.'&$QFKM$MQXU;""$F^)0DYK\F\$P]_;=SW9&F$'2$6+MNV+,'$ M'B?SA0H8KD6N'2%W]HI98,L%$@9VZ*A!0YP+'WXN9_[S6B0S$B#8DX!TK@3_ M`PH:)'`,>6W?PAQIL[WZ>##XE'=[DS>HD.3[WW6[`I"LF&MYS^R]XPU</NI) MJO;ZS3'V4M(JI;\"[`U`].@#CZ^N#FPL/]@(J@NM]-:S[[/;.K1H/*R^4T\] MR#S#$(#5WD.PH_DRS"LJDR*,Z"0)%EA``PM^^>6##R)(0XSF@@PRA!`,D$`- MHPZ2:*G&.IJ,(MWV&K$K&.-*;\"L`-SL/"A/^PNNB8B!L#>^U,-0PK?BTFK+ MTD82#$/74`R/(X'VDQ"AQ%:K2[`,_VOHL)5ZVW.P*L%S,\2&#O*K,,C,JFV^ MVNALT<M$?\L(4BO1>[(\P5IB<3+<%H1R3@`2$"@!_V(8\&202%A%)!(A8_WI MA1`:D,`00XY""BP%#/#G@3=A.\TN!C=:2\2\AAWUKF&M"K5.S`PMT`"Q[H,S M2K9`6PDWMPIL*,6[6ESO4KD6"+2D1,==;+T[)P(-2\*^6XFN;$?D$RZS)%P` M7-26M8W=BRR4K:])UV/LW$C7:H"A"DJU4(,/0`$E@!(JEO7BG6AE8!\U,*C2 M`J4>X(Y,^0QDZ:ZW&BV60#%M<_,J*C>D[%X_U3O89-,RA2N_#SW*K^"4'$7) ML&2#3@U9H=<#JR7>UBTOK>_<:W"\QIS=JLR71^N*7#@U!"^PMY1EK&!R2TLS M6CYE7*@T%4]J68($(,``1?\-0`"EA`#XL1ACC%]X86,(#*D.(@.(Z;6I=,D+ M=%Z'ZE/O/4?/O==,!P6LVMP"1[KT/H\DGW&@T1`DK^O*"(7/Q0X5[7>]_=(; MFRW),<_J(8%G9#S#C%@D-M@OTQMTSQ:I+!,NU=O#2W;4:L82:\V<9@Q1MQ-G M@*$$*D@@@>HT*`1O?N*A@F^,^1DC!&("5V-IPI=*`-BX3EKSY`>YLO3**3D, M>V&8+\+_^;RT)M3?^ZVE=0U*#>T$LIK[<$9#:<$7I:25$O]927X1<5=@Y.4> MBYQK>*7AV8&091X"'=!WZ!*;MQR(.\STAUFH<])'M!(G`F*&&&!)``:N5P\I M.`+_!'B+1SPH!KZ+C0$29D!`/2IPE(@T!2D0.1743,6@$^G,*\.CE$54V#FO MJ6=0!?2:B)051<PQT$];K!P3!366\\2H0RNT"AD5-K_FO294$A0,PH(6L]'0 MZTPH/!Z^&H,;R)$G*2Q16+EBQR(XT@X]R(-?Z+"BJ.LMP`(&00!.\@9$OHWA M!7%@`%(LP(&#/.`!AVA`3>"$@05@``+2P8`J,0,:N]RL<K/[VOM6XBGSI`E0 M<P1C'\G"E]=Q!D;+XQ*'N*:ALP5,=-*:#S##PZ"A12IGTP3A'$'#O-%IYE$? M%%==#E8B^HGI1%%IU)M:PIC#3.0WCFN>\0:FKD[!L6<`_S`62JY'#.K%`03? MNR0F936&"UR`B1K8!W9&UA<R+O-E)G-3E:3VF*3!CE.B6N'QV.1"U*4&EL?* MXI^\5<#B3:B8LI3AY*0$PI9XYT[+&A!:@`>Z!YUQA9K#78P86-**ZB5J>D%8 M7?;$P-Z)*W&<&Q96V(D>_"6@<*5"@'+RAC=_Q@H'`%6*`BRP#P408Q^%:1D4 M,WJV9+(T0\6C:3M!8KE$110MBM+*HE3H)G<I37'2-)&B;JJLTDW1HYUK:(2@ M`M3'82AL!7RDRX)53/.4+:<T@Z=>W<<I/\T1?G44(9W6:-FOT;%)5E(G12P0 M"@ZDYGH@&T@]]OD]?D0U5E(8P_]$)+"/X,!M9$N=BY):!A$&B*D_L%3+UNP3 MV2[B3GG1>HKN1#=!#WH(-1\DE7R>8I7ZZ(XA/+,2A0XKT6PVJY&^,5!$:Z>L M_X1W,^(*HTZMA"D_[DPS=JQG'*VVT-.L9#=2JDU:?KE(A(A!"@!XP*F4VI$' M-#4GJ56MD$XPADX"H`+"(<CU[MDR11HD51).<(8\X\81P0M;IM'*93A"H=A\ MM&9!NW!S]RH1OX)P@443J[U,FLB9A2Y;,.I6Y<"HNKG8"Y'$TRM%J/M*;\W' MN%09W@!]M].SQ3=<B*V,%WEK5C-,002EPB>5\WG:?A:8.68@X@/J\0`E&<0Z MI:R4A/7_DMM!.@V-#LFC+[EE4A<]25F^Q5EP`9911A[VFAXQX_*BI*")$&Z# MF4'=?3_:/RGR:206!`Y%&3)B.U,KBQ02+'N^1):ZS)>=C0XA1.E'&%AJ3;(G M8H@$0K$!,0SH>DH12#V<JC<M-T<*9H@#4NHQ0U)T$BD`N,!+%,R!C(RL`@O@ M3G[BBM]$KX5H\*O*9\XFY+7-4J/$`DZCL=:T)`^-BXHM2'^`RT86-^1)XE3, M4;^HMD$5%<ZAZ>/J9`Q3%<]R7W^='+27.\6=MH]4>VU@\]P2*9^^ACX'6H0^ M6G`"VZ"*(1Q(Q#ZY%^LMCT%,!T%`;F'4`%)<H`)'E$?#)-"P_X%@K[<)\9R) MW.DY0F-7LHJVC<G7:QNA_?2R)FSC'4^:34]G2G80CC9W4_)H;2J7WVJD8)G+ MHBUJ(V\J]/I7TWF,U\%$<:9X0JPS+2V8W<[SSOT23M>E(()W;"`-V+-`*YD4 M8.50(1X$AKA/)B`%#0SDB`J0`%,`(`$)6(`%%&&P0&I$[`P6DG]+)MISCX8_ MLT8D4&7B^;FRW>X_<O8S\VO:6+PH+6AM"B$N[[?E*2NGR]ZN7PKR+GIVS&-[ M,;=R6QJG`5D.T^GN^ZV$5IWC5-0FXK*801)(0P;2T((TI($,&Z``!:;0"!$$ M/PTB\'4]//$]%+1].;28@((_OH]]7/^U>A6``/8Y`!.^WUW!"ZZ15?:C$(9@ M^FFW@71C7[_,H*]XV_&?-A>ES='VKDXSL4<4;_!:%S-J-)J*F7L3-YUQJ2S) MO:XA-Y9SI,1X%P*).C69F3W)%WBY.?B;"WF0ATF2%IFS-GB;I`ZD""F0,E_8 M@!`@OG?HA&U(05]@!#%(@ZU"BE=C.^G;B5_``4<@!@T8`5(@!E+8B'KHP%P3 MJ`L@A9"8BA$X"2,K+!?1EWYIG4G),32*"DGS,?IA&M;Y*).[*WU;&@7T0*SP M+LVKO)G)(,IYK)AJJ:KA#T*ZB]5`&93P,"V2II.@0S[1(*D+O/TY"PG#"GDX M`3(0@T)8@`[_:`3J\K`T61P`L(!%`(!%"`G$0X`."`4>>(=W*#Y-I`!]V(`I M(('LX"_3R@D4L,$;S`DW``%/Z`=Y,`X>C`H$L`"],X-480`-$),9Z@LFL8B0 MV#P'"1-X*Z^,B$-%JS&T090\C(Q?K)W>0"`50\9,(Y`P>1]F,8M&H2*84C>O M(:\RFSDOO)>B8J)M(3?.429S$:K((Z`/.8TG.Y3(*RPRVAIB.($/0`,."(5? MH,=&1`A9E(=&W$"$`$ABV,"\$P,)$(,1V,`.E$4`2(,I(`0*Z(1W@$@*$($6 MZ`"/\34$Z`=]X*=3Y`E$Z`0=>($QZ+TQR`#?"P47^(`T"(4(0`Z`_]*`"T`. M6\RMW&*ACRJDH\&+-($EQ(L/J0D+2;FINPB=FK%"V;@]H%DY"XHZ3B,TDGJ@ MOO`,>\N/"S&>TT,9*]JWQ4L]N6`(T:@H-3RY9;R-IY0I]W,DCZB'"/@%`)"' M$>@`*0B%0A`#MPR%1;#+0PP&N\P10AP!#LC+$SC(@P2`$^#+$R"&#R"#1@`` M*1`#BJ2`=Q`&$1B!&@*/>FB`7PB!`(B^C]P)`M,!'?@$%``%'4"!01@$'5!- M1!B$7T`#,]"17_`$VNP'VD2X\.LZH4O`7D*4`5HHXX&7<DR6K=D@.MLHLC$I M0TNCJ[2-)ULSHMP@P$(C]Y$YX[D,"@F,T_\!3BW)']3;L7/DG4X9&&[LB`ZH M3*RPRD-K.@LHA/T:"`GH`#*0@E]HA#JI3RE8!/IL!"DHA`Z(@`@HA!,8@4)` M`#&H!X0D@Q.0`C)H`+L\B`Z8@A7,Q,F,``M8-05HQ`>(@S,(@##H!*CZS)T( MT>5``10H`1-%@=-$@4\`!12X!F'(@!]`R>`+!1ME28`BR8#:T0NX18N;(0,8 M@080TETQB`IPBH.R2<-XM$FR$0#8JAE:"@,`2PL(#AOYC8V`B(Z8H2+E.;/A MR;D`NBWM"VH!0DZIHL]I"6#ACO59"#,%4C+-,7%2D3"K4\0!SL88&6CI$[EH M4V"Y/<78-4&M4[[_&*R3,)4D:AZEI*B%0LJ`S`"[-"S/&Q/W2;^"D(=0P$W# M-(,/`(!*;(`)B``Q^``IZ-0.^(`30(-&=%`Q:-41,$C]^H`&2(0/Z``Q@$\T M8`3)'`9"Z(0<"(6ZR(<'\`<$,(,Q$(-A^"$1A3@JZ`0/,%$=0`1$&$W1C(23 M1(,Q>,T(L,W:3$P+0`!=U(`B(H9ZJ`<VK9X$L(=\J``#F)X1P!%B&#;8RKNK MFM(I)086`)F7L!%9E$4$8!'KZ`L$0`HA93!X$Z4P0X@?7(C:RL7_J)'RV"HK M+97UN1Z1L5@'XXX9<E@N=9(QM=/M"-FF&-ES%9F+!0`.:(KB,BR%J%B7_]V. MB@W9@T@P016S='P*[B`VAQ%9@^".[>C98KJ,;Y2`0@@#')@O9MPW`JJ+"0B% M$9"`'6E:PVR$$P@%``B%#^!4QW2!';&`_]3/QY`'6)7/NR.#5Q4(>2`#B`R% M%I@"7]"'*0`4D7$`-0`S1VB!MEU6U8(J?C#1G"@!O4FMBBD!B3%-4&C1TC31 M3SC-3P@!E,R`,3C)?OB`4`"&#^B'%[B`S.71'HT#X^@`78.((16S@6V9!^`` MD9$'(W(`!TBLA.@[^'R)W0`0X?A&>W(QE'DT<\$(L)B>4A$984T`?W"`C!76 M?%B?CC"6N;A`?,(U?"J<>X73^4@`I!5`EP%+"_^96(EEL`4K%8BM,O"MG$!A MP^"1/,+R183@@!88A@SH@"R"'O-"PU_(2S*0RP^(RUIMU0@@@QUI@%(%@$80 M`_V<@+PL!+$%@%L553&(``0^"`@(@Q`(@S0PS"D8!A[8KZA(`'D`%D<@`PH@ M`\_46R#R`)\@80^PF,$EW,(ET1%UT11%S=5LE4B`33/``31`@PAHA,N]7&`@ M)>LXA%*I!]4M5R*N!X=)`.*5!QNR@+RS*HFM4@FP*M@5O]BM7:]`U!I)@'W( M65/Q6<31BS_E+XAR6/H8T\+IB..]GGQP@'P8WC9FX^-%D8Z5,/PYC+D@A@LX MXXWMM8V=(>Y8TR,^8LC_6"K,6:K"@=@M3N2XD9N/PX`M'M.;W-(Q;1FB^QS; M-8F:R57CP\UATJ@!:3_<&('W%"E1'EVDG0G0P4TID`?W]=3WW"\)>,P6J+Z! M4%\QF#*]D`#B)09;U0<>X$P1QB18`TW`?2H/..&_'5Q^2*UE/F9GAJH2B`<2 M/5%$@-8475S%%888/<D,$($JL-%0:`1C#2B`VE&9#"@?'0$AW5);B0I@V]A' M"]+"^#N/`#D%4Z56FC=<<Q!HTEWP_9+[:`DV=1B@O9XC-NAS=3"/&&B$IE.] M<`I80E1[,8!]T"K#J2JER`[J`3.+-5F.%B5)V5)J>;0<H\KA>DL.M`!Y8($/ M_Q@&7T8#"=A`#F0P2@L7+$$:A##8S!F(#O1']/!I?Y0`$0B%4;X[#/B1'Y3% MCE$#"3"#2_2%%@AF("H!U$)16#/%`#AF:#YF?7!FKW9F%#AA`EN[$:48BZ$" MO#E1M59<TC310;@`-/@%+I.""`"!R_6$#P`&,QH(H/9>!Y-DA)+%CM@JB`4\ M[H"`&L)G"%"$,HYD):TMA"KCR`8+C^6QA/W9ZJ'8C-ULSN[LC$4-JI091&V8 MACD)J\IHD-F!BU;M23+9BG7MD046:4*VCA(8`A7@5A4#MWT'7\C+5N7+4/"P M$.D*H'NQ%S/&C"(1`#!BA\"`6"8&!/@1OLQM7\#$,/_(;=P.8:DN41;F"7XX M9L'];@\0[XHYX1)P9AW0ZF..!WW0A[PIQ:<*7+[-&WR@`H_<";3&!Q.]AWAX MX6I&@4@`!QF%7-]+@P]HA'`>YS'@)`8P@PY8H@??E5NSQ53I8U"9)K1(:.L9 MF83F['W!ISL&7SE%J.:]5P/8W>Q=/R==\?4[TX%8TX,8Z)#[TY%M@#_]E<ST MAU#2;,Q6#(7LC?TPQNY$"#,X`Q&X`4)`<DU,<HCD`:*F']5K2G5T$:AYIQ-! M%IVMAW\EA5`(`U^@@"0OOG=`\B\7!C$`YNT6$JHNZQ^R0;:K&%@;W!_"F_)V M9F:&YJQ^YJP&7+3^'G["&X__M&^?H`(5=5'15%%LUH%("(%K,(47<(1KR%R2 MU%$NJW0S:,NX?LT.V-$9ZK5&[`CU$0A[5A<,4CPYIN-\,8^EFN2X`*XJ&E^A M@KJ'?N@:KW4;;PI@`;,(W(\1^``!KKY':A@.D`(.B(!6YBFX.`%@:`$1D,Q- MY,0<F((/8`!PC2D(PU[?:KPXVJSWTZQU21IM_%$TF((;R$1-S$1?;@$=2'-9 ML<&'TPEF'K"GBI7Q!EP4UAOS/F%]3^$3OIL4]@FV\\AE7N9+$MPYKQCO.6_S MKIA[N&90&(2'?_A!.(4;KG@2Z`=N]81?"+!$*-<$,%=1JG!J'WD$*'F;!;,% M^.@'_W``A&W36D;9@T*(@7:;27H+2.N["@`VD*,*4C"`GD_QNR.&25(2HI_U MS<#7*4WJC66!1DB#$3@!`04`-9"'ZXGI#3R!$VB`1NB`?IVDF.[I6)X`#D"# M8B"^B"R^#6B!7^`H6GHH`XDO=F0/3-TO>6B$"2B>B3B!7T#'G!F9"0.+$ZA@ M9T>$XEL$1M!N=K\8O:'S.)_WO]7W>I?OP(T5/.\)`H.J\2YX:&[\O]WS\/[W M>(]WL@Z`^Y9S%-4!B2G-MD[1$'B!5,@`;8[1&&T!!*_]<+[]4$`#O^%<'CUG M<XX#Z*[)FABST*V)FA"S)5JB!`NM7"\M(]Z._B*(PL8[@O_8N(V[.RNUTJX+ MCB>UG@H0F;O;['PX<`U^\4&,@`:H2_^LRWXP=@5N2[Q<A`D@AD98A$+XA:=% M`V&(S$Y8!!)H$(!8`&`@`($`B!%$*'#AP`8%"4*$*-``@!$(!UHH-`*`A5`G M(AZ4(.67A9('.5H8*,^"/`D-&#@<**&#F$X4*+Q[)X)1@)X^?P(-*G0HT:)% M2P1`JC2`!Y\E^'F(&K7$4Z7\GD8UJC4`E9]02V15VG1I5'X!^$%-FI0J6[1G MS<+UB8(I5;5L[[+MVI-*/'SQXI6(1X4OJ$^?=*#X5%B'XD_7<*!!(T5RY,F_ M(O3[X.D#9T_]/'_XQ0`!`YBF&S3_J.=07AP-"%[#?ET/0+T$!!,\R/T@00/; M^R0LD/"[0@4(&"1@2+[@][[F%?85CPZA`H`$UJ]CMY[O%P@ROQY\B'"B7Z%^ M'1H!Z_>K0P0I`!I(B?"KT8E&)"Z?CS!"0AI&.'.^TX)[`RT04P,&2?3>0!<1 MA&"#%1$8$T@<:21/(A&@<1\`:/P"P`=BA':"&&)T&($8BXS0P8=B?$0,3`CM M8\\4[_S7R3`\;96CCCL.A5129E75$U)7Q766D3UY8!972^KEU5I4>0#67789 M&9>21_*()5<H\*.765SV9%:22!H)I50Z@!45FE,)&115@Z$0#PHH1#DG57:B MH`,H<_()_THDPF0@C#!C`"KH&!FDT4(HC832J`N-0IJ!!G%<0.D8%V":::8: M7$!,',1<X)H&+A+STD`,O%?/;M7YDT"K_CQ`&P*JZ>;`(0D<XL\A#1!32`01 MF'&0=PB,E,8O\35P0@2+^-KA2(V0--)^P82@SP;"^*+/,&EL1!!%)VWDH(,; M4731`@PX>%)!YKXGD`4KCC@!AA)$(&\$#(0B!8D<G:#1!(5(@6($H:CJD$/\ M#?,.(2)LH`\%8F09L<0]#KF4Q3]6F7&5/G8U&),="XD76U3ZJ"/(>PEU95Q= M7>D3/W,1I8/,,JL9I0X>R%PRRGHU^5.3>ND<``J#"89/"524@/_/8$>CL.=A M?*)0`IXE7/-+9!R:$5G6:*2!F6:>@!VV)\"<\!("&M3FJC_Y.+#VVOG`G8\_ M#3S00*X/Y',(WH<X$!IMA?P2"DDN!)-&(E9;S5[@(PS\*P!6_UK/90MP($(. MPX221C$;W"!"!P0^&-&!!(T>4;KL0M0M1/(4<\)&'TBAX2\GY&O!!+_\,N)E MO]3#@A@=%#+3![2A5AT+P5#@RQ1HA,(#/\5T,K'T$[?\T\5&E5P5D4RY9668 M&7L?99076RR^F5*5!?-@ZWN\_EZ"(>V38#`C.7Z43-U?LICHHT_D4^"?Y7_] M^U*7OK>]>%A/+4*Y$P/GA"902&U.4:'_$\YD%HEA'"H#&A24H`(E@D8IZE&/ M:E0C,C"&%[S@`BE\@08R0(81A8(88WAA(\S@!C%,00IF",:OI/#"#Q1"<`NX MS`@:(08R1&!#PE"4&412#&U,X2/J>I!"0C<0BA@(`-\J$.G2M8"+$$,>&@&` M!#QR&19\``WJ240H)F`!A(@!#1]@P0-8%`IY2.$#JCH$`&(E@2DP(H?$.($( MIB",84POD1'S49`8J4"@+,4N0/I1D+9WE:(HZ9)5$9]3PB2E3?*O*5=A'_N& MEA0YG9)]2X(DF:8B2J_`!2U1T4>4_->E6U+!DE*Y)%RX-!>5">V194I+4]PD M29U53THZT,?-_XJV/GS$*6K1C.">3/$"R$!F:Y.9P&?"!H)&@.UKUOA<`C"` M&PA-L0$C<(@%R+`(;LF$`VD0@WX45"`NHK,@O&+(0_AI$(;\\R$.,4A&W%/& M7XR@$&(`'``46@@UCN@#$E#H(DX`/#P6HC=TLXX9Q-`"`&B@`OT(@"_$<`9% MHC2E*EVI5OZ7TNII"7N=%&8":6I3H@2M33W*4DXC!C3N":TK_V/+G)(R-0_X M@A'"8,1.N'8!,S2@`[:Q@`0XL`\+&"`-4EA5;OP!@#2@P0`66,`7)0`Z!<4D M5@8C74,4Y-8L2H@WU7E/`NI1FX:L\XL+"%=%5#<"#H!D5[PBQ@(R\/\+>R2` M`9!(0T\ZT0*60C:RDITL92MKV<NF=$[Z"``B](0&,R!@K@``K`448`"!N*IM MJUH`5A6@``#LXR%SE6OQLK.;<U[GMKK-#F[5BIO=]$:T$QIN1'CS$F(HH`(8 MR(<%XM`/1/BDF)B=+G6K:]WK8E>R5X&96?0!%CV9P0R=XH!U,`"2+$X(01L9 M:$P,P`!BP-<`Q)"O`>0[W_O:U[X7H.]]"8(JMLHVH`'MYT,H4C=>`4`!OX%` M`RZ0AIYF-\(2GC"%*QS9EJF,'_J`X"!`<8&RR4,>#I!``F++D+7&"@#4B>U9 M(6(P^((*OIV2,8UA;.,;S]B]WR(&*=HJ(0?_M1<B%S&`;7;%``-(@`4D?H`4 MKJ$#"T,YRE*>,I59N4!4DO0%GEI`/1QP'6\A1+ZVV:UM'&(1`/18MM2I@&VH M8YL$N%FT;U;Q7-D\5_EJ,<SS/0AORLP0!J7+P,*5`#V:^X&Z5#G1BEXTHUD: M&*Y0Y64]B5/(<&`&4M@U'[B!LQ8/LN?J[.:V`TU(I^G*VU.S^=2G/DFI8*PN M@3P@7:2[2+=*]=N!0&<?Q-#`+R#<Z%\#.]C!1J";HA<`?<3C*B4P8:<NX)#_ MPC8X)^YCGP="BBH.Q#H`);`_"[+M;5OGK'C&8K@?PE=9(P@[#Y!`(LR`@Q`( M.][RGG>5?>0!2@=3_VAQ&NH@T``L%[VGBK%E,5K#[1#"'F0AY18(<,C(D(8' MF-N@6_,5#U(N@\AU02#A)T)Z<]L$G(L8_0`%4^AM\I.CW,)60DIAK(D#'8Z* MC'`^CD".W%8$+8`Z`+#';A@N6],1UW0(J8>FK:-S%_?QYQ`2B(366AWLD$(# M:'@!58B=\JMC/>LL[=E9:FE*2"-B#!&X5`<TD!+`?A&^``V.ITO#``W`Y"6H MB3NOYOX>5*&F5'7'NT/HT8'<`*`E<`:Y;?`Y:B%/).(+L$X#.,78?&L]\I*? M_(Z:E*9B$HT*B?'3[3`=$P202N.O?4A*$'"!TLPJ]7&01SUF9=?4P]ZNLO]O M?3U67WLUV#4!#G"`X+,]$+Y67.EMI<@^PJT!$$B-\LI?/O-]PG6PN$QH"!Q9 M)!!U@4N-Q@(<V"=(S)"9#T`J_$$,/Z2*0?[S0ZH0EWKJK@'@@%1#",$:UR=; M83W?@2<`5!]8)?V:[___FUS/7(54!,!?&!55Z`DH#()6G5X#`%:"",2N=4"' ME<`#>0`$86`%ED`&@@+.="":/%`"(H75G-Y[R</3@=RI@(Z$5-$7#42*N1:) M-<#4!5/_`>`-XB"C<9W+7%Y6)$EW]80O?!8")(`:Y)-:-4`<H,&3=9WY),58 M7-Z3/(F4D(PIF-`I:$"/Z9QM'$2:$=AP.0!RN5;_!$8`R47/_>1@&JJAE)E% MQZR/6,S,S20)EW1)5PS""4P`/1AAMJW*2US`$KJ4E`P@6%R2^!1B(!9B4T3- M)TA!(Y0=B5W'@;S7SXT./G7+(;!6#+)6/R1?U$C7&H)B*"8:3*&,!R`"4XT! M`SR5V[W=!4C!)W"%U:$44L`,"B!*"HU!J2S`<>0#!\S&.M5#JUE<:V&`/'`` M"P#`V8``R7D2$XKB,T+CKZ%`)W!(V<$=`Y@!I:`!(@3&#B92,45-"41"&HR! M(S#`?M"#/1AA%B&`P>"9:^5#08#>2_P"R7G,!D9C/NJCA<U%4?6$GR"*&;S` M*:C0!60`$Y+B]+Q,,44%_RC,4#F20B(L!'6<X(3`6`)P0$J4!AI<P]$06P7N M8TB*9'8I2=,4QB",`8=PC4"B">2M%)!<H`<,0@GT0P1HP`D\($:>X)RY($(0 M@QH4VDMH0".`@CV&S$@B95)>5O9`FE.P!0(EI/1PER@]6=,@P@>@T'LQ",65 MV4N@"^-I@!ED`%?`!14JY5FB92)=!0)A&5<@S5T\V?_H@S=*SY><!9U(35$6 MY06`0+#,QM.9D\[Q2FE4@`7$RE!"$%0>95HR9F-*#U_`SZ3)C\:P5";I@%G$ MY9-E@!E<"H\%1YM5Q[-)@#P\0#UD#5)`Y2<YYFJRIE#L(+'Q19/48@&M5)-D M4O\PH0E5#((46.-H58<YE=E[6``]R$,#C-PO'1OTC4EK,F=S.D58E(P`.MK/ M.,F5@,(P?,`8G((9$(-%Z)P\6(<"F),\U"-2Y)('>%?R.>=ZMJ8FI4QE>4E, M7451?@(P1(`C=``+8*0$O)^7$0/O@4=1_E+4M"1[&JAC;F!NX@7)K)12+(5T MXL_X#,(+C,$OA$H#:)\\Y`,Q5)4%),L+C(70\$.!'FB)*J7(7$],*1(I5DR; M9$5)!D#FC($&:$`'H,N"6,`;$`,P%$;)09^)`NE(HJA53)9M/I(C70G,;&`) MG((+A,I[C0!5G8`%)$('7(`+!$#TY(FO!6F7ZB,P05;_D92)@S)%2\)%LF%F M"8Q!(5R#!E0$"UA`!9`8`(Q!(V1I4CBCE^JI*-+ED42E0I8))56%4FA>]#V0 M`O9#/P``"T2I!-B#/!"#&83`8Y7IGEKJI:J4#69I&H1EE:J!`]B#DA$##H`" M+7$IIJ)JJF(2&@;`"]SG!*C!":@!!E0`"YA!(03`,MV4JO)JKSI%_Y7`"Y#! M*;1&/DB"-4A"(C``&OAJLSHK]E!%&C1"(CA`/JB!/7#`\3WKMF[KB_H$*I#! M!8Q`/="#/UAI!@S-J7+KNAHH5GB%L94`[]B*/S#`*;A!G[)KOJ[G+QV-3R!& M`0*L!CU56`*6OAJLI8)D/[[E8#7T0S8RP`F0P*X>[,0Z9]"T80`(K"/TPS50 M;,>6**(I";Q&0L,B`+IZ[,FVZUU$0EMDD"^@[,NR)E^L15'FYI8RZ0?!;,ZR ;I[KJ;,_Z[,\";=`*[=`2;=$:[=$B[1H&!``[ ` end </TEXT> </DOCUMENT> </SEC-DOCUMENT> -----END PRIVACY-ENHANCED MESSAGE-----