-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KBtloVyyRhdbFCeelVOJteA4trqB3XQBu/G5dgBsblKVNok4tA/4yo12a2Cflrpw 0PUr71wbZwNxn/LVOe7QJA== 0001079973-10-000889.txt : 20100817 0001079973-10-000889.hdr.sgml : 20100817 20100817070044 ACCESSION NUMBER: 0001079973-10-000889 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100817 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100817 DATE AS OF CHANGE: 20100817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rodobo International Inc CENTRAL INDEX KEY: 0001177274 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 752980786 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50340 FILM NUMBER: 101021727 BUSINESS ADDRESS: STREET 1: 380 CHANGJIANG ROAD CITY: NANGANG DISTRICT, HARBIN STATE: F4 ZIP: 150001 BUSINESS PHONE: 011-86-045182260522 MAIL ADDRESS: STREET 1: 380 CHANGJIANG ROAD CITY: NANGANG DISTRICT, HARBIN STATE: F4 ZIP: 150001 FORMER COMPANY: FORMER CONFORMED NAME: Navstar Media Holdings, Inc. DATE OF NAME CHANGE: 20051206 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER DOCUMENT SERVICES INC DATE OF NAME CHANGE: 20020711 8-K 1 rodobo_8k.htm FORM 8-K rodobo_8k.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2010
 

RODOBO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)


 
         
Nevada
 
000-50340
 
75-2980786
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)

380 Changjiang Road, Nangang District,
Harbin, PRC, 150001
 (Address of principal executive offices)
 
Registrant’s telephone number, including area code:
011-86-451-82260522
 
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

 
 
 
ITEM 2.02 
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 17, 2010, Rodobo International, Inc. (the “Company”) issued a press release relating to its financial results for the third quarter ended June 30, 2010. The press release contains statements intended as “forward-looking statements,” all of which are subject to the cautionary statement about forward-looking statements set forth therein.  A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Item 2.02 by reference.
 
In accordance with General Instruction B.2 of Form 8-K, the information included or incorporated in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
 
ITEM 9.01
 FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits.
 
     
Exhibit No.
  
Description
   
  
     

Forward-Looking Statements

This filing contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements are only predictions and are not guarantees of future performance.  Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties, certain assumptions and factors relating to the operations and business environments of Rodobo International, Inc. and its subsidiaries that my cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements.  Although Rodobo International, Inc. believes that the expectations and assumptions reflected in the forwar d-looking statements are reasonable based on information currently available to its management, Rodobo International, Inc. cannot guarantee future results or events.  Rodobo International, Inc. expressly disclaims a duty to update any of the forward-looking statement.
 
 
 
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Rodobo International, Inc.
 
       
 
By:
/s/ Yanbin Wang  
  Name: Yanbin Wang  
  Title: Chairman and Chief Executive Officer  
       
 
 
Dated: August 17, 2010

 
 
 
 
 
 
 
 
 
 

 
EX-99.1 2 ex99x1.htm EXHIBIT 99.1 ex99x1.htm
Exhibit 99.1
 
 
 
Rodobo International, Inc. Announces Third Quarter 2010 Results
 
Revenues surged 86.5% year-over-year to a record $19.1 million
 
Net income climbed 32.8% year-over-year to $2.7 million
 
HARBIN, China, August 17, 2010 /PRNewswire-Asia-FirstCall/ -- Rodobo International, Inc. (the "Company" or "Rodobo") (OTC Bulletin Board: RDBO.OB), one of the leading independent dairy companies in China, reported financial results for the third quarter ended June 30, 2010.
 
Third Quarter 2010 Highlights:
l  
Revenue was $19.1 million, up 86.5% from $10.3 million in 3Q09
l  
Gross profit was $7.3 million, up 25.6% from $5.8 million in 3Q09
l  
Net income was $2.7 million, up 32.8% from $2 million in 3Q09
l  
Earnings per diluted share was down to $0.10 from $0.13 in 3Q09
l  
Closed with certain accredited institutional investors the private placement for net proceeds totaling approximately $2.64 million

Fourth Quarter 2010 Guidance:

Management feels confident to give its guidance for the fourth quarter of 2010 for revenue to be in the range of $20 - $24 million and net income to be in the range of $3.0 - $3.2 million.

“We are pleased to report very strong financial results, exceptional revenue growth and strong profitability for the third quarter of 2010.  Rodobo has a strong operating history, achieving a very strong and consistent revenue and net income growth over the last four years,” stated Mr. Yanbin Wang, the Chairman and Chief Executive Officer of Rodobo. “In addition to these results, we are very pleased with the acquisition and early results of the Beixue Group. Our formula milk products sales expanded to two new provinces, Jiangsu and Anhui and continue to penetrate into other seven provinces.”

Third Quarter 2010 Financial Results

Net sales for the third quarter of 2010 were $19.1 million, an increase of approximately $8.8 million or 86.5%, compared to net sales for the third quarter of 2009. This increase was primarily driven by volume growth, with the average selling price remaining relatively flat over both periods. We continued our efforts to develop distribution networks and expand the geographic market areas in the 9 provinces in which we were selling products in 7 of them. The increase was also attributed to the launch of a new product series called “Peer”, under our baby/infant formula product line, in July 2009. Sales generated from our “Peer” product series were approximately $6.1 million or 31.9% of total sales reve nue for the third quarter of 2010. Hulunbeier Hailaer Beixue, one of our new subsidiaries acquired on February 5, 2010, contributed $6.6 million in sales, or 34.5% of total sales revenue for the third quarter of 2010.
 
 

 
 
 

 
Gross profit increased approximately $1.5 million for the third quarter of 2010, an increase of 25.6% compared to the gross profit for the same period of 2009. The overall gross profit margin had declined from 56.8% in the third quarter of 2009 to 38.3% in the third quarter of 2010.

Overall gross profit margin was diluted due to the recent acquisition of the lower-margin business of Hulunbeier Hailaer Beixue. Hulunbeier Hailaer Beixue has a gross margin of 4.2% for the third quarter of 2010. Excluding the margin dilution impact of this acquisition, gross profit margin actually remained flat at 56.2% for the third quarter of 2010 compared to 56.8% for the third quarter of 2009.

Operating expenses for the third quarter ended June 30, 2010 were $4.6 million, an increase of $0.8 million or 21.9% compared to the third quarter of 2009. Operating expenses as a percentage of net sales decreased from 36.9% for the third quarter of 2009 to 24.1% for the third quarter. The decline in operating expenses as a percentage of net sales was primarily due to Hulunbeier Hailaer Beixue, which has lower operating expenses as a percentage of its net sales. Distribution expenses for the third quarter decreased by 2.2% to $3.4 million, or 18.0% of net sales, compared to $3.5 million, or 34.2% of net sales for the third quarter of 2009. General and administrative (“G&A”) expenses increased by 328.3% to $1.2 million, or 6.2% of net sales for the third quarter of 2010, compared to $0.3 million, or 2.7% of net sales for the third quarter of 2009. The increase was primarily due to $0.3 million of stock-based compensation expenses in the third quarter of 2010, which was not incurred in the same period of 2009. The increase is also attributed to an additional $0.2 million of depreciation and amortization expenses related to the newly acquired subsidiaries.

Net income for the third quarter of 2010 was $2.7 million, an increase of $0.7 million (approximately 32.8%) compared with $2.0 million for the third quarter of 2009. This increase in net income was mainly attributable to the increase in net sales, partially offset by an increase in cost of goods sold and operating expenses.

Nine Month Results

For the nine months ended June 30, 2010, net sales increased to $44.5 million, up 75.2% from $25.4 million in the nine months ended June 30, 2009. Gross profit increased 47.7% in the nine months ended June 30, 2010 to $18.6 million from $12.6 million in the comparable period in 2009. Gross margin was 41.5% in the nine months ended June 30, 2010 compared to 49.6% in the comparable period in 2009. Net income for the nine months ended June 30, 2010 was $8.8 million or $0.39 per fully diluted share, up 72.6% from $5.1 million, or $0.34 per fully diluted share, in the comparable period in 2009.
 
 

 
 
 

 
Financial Condition

As of June 30, 2010, Rodobo had $12.8 million in cash and cash equivalents, $6.2 million in current liability and no long-term debt. Shareholders’ equity was $56.2 million as of June 30, 2010, up from $21.3 million as of September 30, 2009. Net cash from operating activities during the nine months ended June 30, 2010 was $8.6 million.

Business Outlook

Over the next twelve months, Rodobo intends to pursue its primary objective of increasing its market share in China’s diary industry. The Company is also evaluating acquisition and consolidation opportunities in China’s fragmented dairy industry.  Rodobo’s management believes it has sufficient working capital to operate its existing business for the next twelve months by using its cash generated from its operating activities as well as part of the net proceeds from the private placement which closed on June 23, 2010.

“Our markets remain robust as the Chinese government continues to support the modernization of the dairy industry as well as support improved hygiene and food safety standards. We have established a successful vertically integrated business model and remain dedicated to continue building a nationally-recognized leading brand for our premium dairy products and create value for our shareholders,” concluded Mr. Wang.

Conference Call Information
 
Management will conduct a conference call at 9:00 A.M. Eastern Time, on Tuesday, August 17, 2010. Yanbin Wang, Chairman and CEO of Rodobo, will present opening remarks and Stephen Tong, VP of Finance, will conduct the call and answer questions from participants. Domestic participants may dial (888) 567-1602 and international participants may dial (201) 604-5049 or toll free (800) 4747-4646 to listen to the live broadcast. Additionally, a live webcast will be available at http://www.visualwebcaster.com/event.asp?id=71688.  Persons unable to participate in the live session may listen to a recording of the conference call, which will be available approximately two hours after the live session ends, by dialing (888) 632-8973 domestically and (201) 499-0429 internationally, and entering (88201729) followed by the # sign. The confe rence call in its entirety will also be available via recorded webcast on the Company’s website at www.Rodobo.com.
 
 
 
 
 
 

 
 
About Rodobo International, Inc.
 
Rodobo International, Inc. is one of the leading non-state-owned dairy companies in China. Through its wholly-owned operating subsidiaries and variable interest entity, Rodobo International, Inc. is a producer and distributor of high-quality formula milk powder products for infants, children, the middle-aged and the elderly in China. The Company's products are sold under the brand names "Rodobo", "Healif" and "Peer" and are produced in cutting edge facilities under best quality control systems and in compliance with high industry standards.
 
Safe Harbor Statement
 
This press release and the statements of representatives of Rodobo International, Inc., and its consolidated subsidiaries (collectively, the "Company") related thereto contain, or may contain, among other things, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are "forward-looking statements," including statements regarding: the impact of the recent acquisitions on the business and operations of the Company; the ability of the Company to achieve its commercial objectives including increased growth, revenues, earnings, and production capacity; the business strategy, plans and objectives of the Company; and any other statements of non-historical information. These forward-looking statements are subject to sign ificant known and unknown risks and uncertainties and are often identified by the use of forward-looking terminology such as "projects," "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans" or similar expressions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. The Company undertakes no duty to update these forward-looking statements except as required by law.
 
 
 
 
 

 
For additional information, please contact:
 
      Xiuzhen Qiao
 
              Rodobo International Inc
 
              Tel:    +86-10-6216-6032
 
              Email: qiaozhen1973@163.com
 
              Stephen Tong
              Rodobo International, Inc.
              Tel:   +86-10-6216-6396
              Email: tongzijian@gmail.com

              Investor Relations:

              Stan Wunderlich
              Consulting for Strategic Growth 1, Ltd.
              Tel:   +1-800-625-2236 ext. 7770
              Email: swunderlich@cfsg1.com
              Web:   http://www.cfsg1.com

 

 
 

 
 
 
RODOBO INTERNATIONAL, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
         
 
 
             
   
June 30, 2010
   
September 30,
 
   
(Unaudited)
   
2009
 
             
ASSETS
 
             
Current assets:
           
Cash and cash equivalents
  $ 12,771,163     $ 1,640,259  
Accounts receivable, net
    8,167,082       2,015,044  
Other receivable
    245,754       5,602  
Inventories
    1,232,600       1,576,723  
Prepaid expenses
    42,805       19,040  
Advances to suppliers
    1,465,441       -  
                 
Total current assets
    23,924,845       5,256,668  
                 
Property, plant and equipment, net
    19,763,229       738,537  
                 
Biological assets, net
    3,297,472       2,499,625  
                 
Other assets:
               
Restricted cash
    39,815       -  
Deposits on biological assets
    -       988,818  
Deposits on land and equipment
    11,369,266       9,961,429  
Intangible assets, net
    9,918,451       4,526,117  
                 
Total other assets
    21,327,532       15,476,364  
                 
Total Assets
  $ 68,313,078     $ 23,971,194  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
Current liabilities:
               
Short-term loans
  $ 1,555,717     $ -  
Accounts payable
    2,451,318       1,246,818  
Other payable
    502,036       50,293  
Accrued expenses
    275,936       175,456  
Advance from customers
    205,857       -  
Due to related parties
    1,185,062       1,185,062  
                 
Total current liabilities
    6,175,926       2,657,629  
                 
Warrant liability
    1,817,352       -  
                 
Temporary equity - series A preferred stock, $0.0001 par value, 30,000,000
               
shares authorized, 2,000,000 shares issued and outstanding as of June 30, 2010
    4,100,000       -  
                 
Stockholders' equity
               
Common stock, $0.0001 par value, 200,000,000 shares authorized,
         
28,003,726 and 16,216,717 shares  issued and outstanding
               
as of June 30, 2010 and September 30, 2009, respectively
    2,800       1,622  
Additional paid in capital
    30,058,002       4,355,085  
Additional paid in capital - warrants
    971,788       971,788  
Subscription receivable
    (50,000 )     (50,000 )
Retained earnings
    24,019,379       15,189,860  
Accumulated other comprehensive income
    1,217,831       845,210  
                 
Total stockholders' equity
    56,219,800       21,313,565  
                 
Total Liabilities and Stockholders' Equity
  $ 68,313,078     $ 23,971,194  
 
 
 
 

 
 
RODOBO INTERNATIONAL, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
 
(UNAUDITED)
 
         
 
   
 
   
 
 
   
For The Three Months Ended June 30,
   
For The Nine Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Net sales
  $ 19,135,845     $ 10,261,572     $ 44,541,870     $ 25,425,414  
Cost of goods sold
    11,808,989       4,428,925       25,913,565       12,812,311  
                                 
Gross profit
    7,326,856       5,832,647       18,628,306       12,613,103  
                                 
Operating expenses:
                               
Distribution expenses
    3,435,678       3,511,614       8,868,794       6,736,617  
General and administrative expenses
    1,180,040       275,549       2,883,025       1,134,159  
                                 
Total operating expenses
    4,615,717       3,787,163       11,751,819       7,870,775  
                                 
Operating income
    2,711,139       2,045,484       6,876,487       4,742,328  
                                 
Subsidy income
    -       -       273,897       438,730  
Gain on bargain purchase
    -       -       1,677,020       -  
Interest expenses
    (45,876 )     -       (71,439 )     -  
Change in fair value of warrants
    24,759       -       24,759       -  
Other income (expenses)
    25,906       (237 )     48,796       (66,256 )
                                 
Income before income taxes
    2,715,928       2,045,247       8,829,519       5,114,801  
                                 
Provision for income taxes
    -       -       -       -  
                                 
Net income
  $ 2,715,928     $ 2,045,247     $ 8,829,519     $ 5,114,801  
                                 
Other comprehensive income:
                               
Foreign currency translation adjustment
    365,575       8,310       372,621       (57,243 )
                                 
Comprehensive income
  $ 3,081,503     $ 2,053,557     $ 9,202,140     $ 5,057,558  
                                 
Earnings per share
                               
Basic
  $ 0.10     $ 1.42     $ 0.43     $ 3.56  
Diluted
  $ 0.10     $ 0.13     $ 0.39     $ 0.34  
                                 
Weighted average shares outstanding
                               
Basic
    26,031,344       1,435,568       20,741,227       1,435,568  
Diluted
    27,758,307       15,196,717       22,468,190       15,196,717  
 
 
 
 
 

 
 
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