Georgia | 001-06605 | 58-0401110 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1550 Peachtree Street, N.W. | ||
Atlanta, Georgia | 30309 | |
(Address of principal executive offices) | (Zip Code) |
☐ | Written communication 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)) |
☐ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
(d) | Exhibits |
EQUIFAX INC. | |||
By: | /s/ John W. Gamble, Jr. | ||
Name: | John W. Gamble, Jr. | ||
Title: | Corporate Vice President and | ||
Chief Financial Officer |
1550 Peachtree Street, N.W. Atlanta, Georgia 30309 |
Trevor Burns | Ines Gutzmer |
Investor Relations | Media Relations |
(404) 885-8453 | (404) 885-8325 |
trevor.burns@equifax.com | ines.gutzmer@equifax.com |
• | Total revenue was $306.9 million in the first quarter of 2018 compared to $310.1 million in the first quarter of 2017, a decrease of 1 percent. Operating margin for USIS was 36.1 percent in the first quarter of 2018 compared to 41.8 percent in the first quarter of 2017. Adjusted EBITDA margin for USIS was 44.1 percent in the first quarter of 2018 compared to 48.6 percent in the first quarter of 2017. |
• | Online Information Solutions revenue was $219.7 million, down 2 percent compared to the first quarter of 2017. |
• | Mortgage Solutions revenue was $41.7 million, up 8 percent compared to the first quarter of 2017. |
• | Financial Marketing Services revenue was $45.5 million, down 2 percent compared to the first quarter of 2017. |
• | Total revenue was $244.5 million in the first quarter of 2018, up 13 percent compared to the first quarter of 2017 and a 9 percent increase on a local currency basis. Operating margin for International was 15.0 percent in the first quarter of 2018, compared to 13.8 percent in the first quarter of 2017. Adjusted EBITDA margin for International was 29.4 percent in the first quarter of 2018, compared to 31.2 percent in the first quarter of 2017. |
• | Asia Pacific revenue was $82.4 million, up 14 percent compared to the first quarter of 2017 and up 11 percent on a local currency basis. |
• | Europe revenue was $70.6 million, up 15 percent compared to the first quarter of 2017 and up 1 percent on a local currency basis. |
• | Latin America revenue was $56.0 million, up 10 percent compared to the first quarter of 2017 and up 15 percent on a local currency basis. |
• | Canada revenue was $35.5 million, up 13 percent compared to the first quarter of 2017 and up 8 percent on a local currency basis. |
• | Total revenue was $211.1 million in the first quarter of 2018, a 6 percent increase compared to the first quarter of 2017. Operating margin for Workforce Solutions was 42.7 percent in the first quarter of 2018 compared to 44.7 percent in the first quarter of 2017. Adjusted EBITDA margin for Workforce Solutions was 48.9 percent in the first quarter of 2018 compared to 50.2 percent in the first quarter of 2017. |
• | Verification Services revenue was $128.4 million, up 12 percent compared to the first quarter of 2017. |
• | Employer Services revenue was $82.7 million, down 3 percent compared to the first quarter of 2017. |
• | Revenue was $103.2 million in the first quarter of 2018, down 3 percent compared to the first quarter of 2017 and down 4 percent on a local currency basis. Operating margin was 29.2 percent in the first quarter of 2018 compared to 29.1 percent in the first quarter of 2017. Adjusted EBITDA margin was 33.8 percent compared to 31.7 percent in the first quarter of 2017. |
• | Adjusted EPS attributable to Equifax was $1.43 in the first quarter of 2018, down 1 percent compared to the first quarter of 2017. This financial measure for 2018 excludes the cybersecurity incident related costs and for 2017 excludes Veda acquisition related amounts and adjustments for uncertain tax positions related to the settlement of an income tax audit. The financial measure for both 2018 and 2017 excludes acquisition-related amortization expense, net of associated tax impacts and income tax effects of stock awards recognized upon vesting or settlement. These items are described more fully in the attached Q&A. |
• | Adjusted EBITDA margin was 33.5 percent in the first quarter of 2018, compared to 36.0 percent in the first quarter of 2017. These financial measures for 2018 and 2017 have been adjusted for certain items, including costs related to the cybersecurity incident, which affect the comparability of the underlying operational performance and are described more fully in the attached Q&A. |
Three Months Ended March 31, | ||||||||
2018 | 2017 | |||||||
(In millions, except per share amounts) | (Unaudited) | |||||||
Operating revenue | $ | 865.7 | $ | 832.2 | ||||
Operating expenses: | ||||||||
Cost of services (exclusive of depreciation and amortization below) | 342.8 | 300.8 | ||||||
Selling, general and administrative expenses | 300.5 | 241.5 | ||||||
Depreciation and amortization | 78.2 | 71.3 | ||||||
Total operating expenses | 721.5 | 613.6 | ||||||
Operating income | 144.2 | 218.6 | ||||||
Interest expense | (23.9 | ) | (24.2 | ) | ||||
Other income, net | 2.9 | 1.3 | ||||||
Consolidated income before income taxes | 123.2 | 195.7 | ||||||
Provision for income taxes | (29.4 | ) | (40.3 | ) | ||||
Consolidated net income | 93.8 | 155.4 | ||||||
Less: Net income attributable to noncontrolling interests including redeemable noncontrolling interests | (2.9 | ) | (2.1 | ) | ||||
Net income attributable to Equifax | $ | 90.9 | $ | 153.3 | ||||
Basic earnings per common share: | ||||||||
Net income attributable to Equifax | $ | 0.76 | $ | 1.28 | ||||
Weighted-average shares used in computing basic earnings per share | 120.2 | 120.0 | ||||||
Diluted earnings per common share: | ||||||||
Net income attributable to Equifax | $ | 0.75 | $ | 1.26 | ||||
Weighted-average shares used in computing diluted earnings per share | 121.3 | 121.9 | ||||||
Dividends per common share | $ | 0.39 | $ | 0.39 |
March 31, 2018 | December 31, 2017 | |||||||
(In millions, except par values) | (Unaudited) | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 249.3 | $ | 336.4 | ||||
Trade accounts receivable, net of allowance for doubtful accounts of $10.2 and $9.1 at March 31, 2018 and December 31, 2017, respectively | 487.5 | 444.8 | ||||||
Prepaid expenses | 97.6 | 94.3 | ||||||
Other current assets | 83.0 | 122.9 | ||||||
Total current assets | 917.4 | 998.4 | ||||||
Property and equipment: | ||||||||
Capitalized internal-use software and system costs | 462.9 | 427.9 | ||||||
Data processing equipment and furniture | 318.7 | 306.6 | ||||||
Land, buildings and improvements | 213.8 | 212.5 | ||||||
Total property and equipment | 995.4 | 947.0 | ||||||
Less accumulated depreciation and amortization | (404.5 | ) | (380.0 | ) | ||||
Total property and equipment, net | 590.9 | 567.0 | ||||||
Goodwill | 4,221.4 | 4,184.0 | ||||||
Indefinite-lived intangible assets | 94.9 | 95.0 | ||||||
Purchased intangible assets, net | 1,219.2 | 1,247.0 | ||||||
Other assets, net | 152.3 | 142.0 | ||||||
Total assets | $ | 7,196.1 | $ | 7,233.4 | ||||
LIABILITIES AND EQUITY | ||||||||
Current liabilities: | ||||||||
Short-term debt and current maturities of long-term debt | $ | 888.5 | $ | 965.3 | ||||
Accounts payable | 106.7 | 110.3 | ||||||
Accrued expenses | 181.0 | 160.9 | ||||||
Accrued salaries and bonuses | 62.0 | 119.4 | ||||||
Deferred revenue | 110.7 | 108.4 | ||||||
Other current liabilities | 190.0 | 209.2 | ||||||
Total current liabilities | 1,538.9 | 1,673.5 | ||||||
Long-term debt | 1,739.6 | 1,739.0 | ||||||
Deferred income tax liabilities, net | 304.9 | 305.1 | ||||||
Long-term pension and other postretirement benefit liabilities | 172.4 | 175.8 | ||||||
Other long-term liabilities | 103.4 | 101.0 | ||||||
Total liabilities | 3,859.2 | 3,994.4 | ||||||
Equifax shareholders' equity: | ||||||||
Preferred stock, $0.01 par value: Authorized shares - 10.0; Issued shares - none | — | — | ||||||
Common stock, $1.25 par value: Authorized shares - 300.0; Issued shares - 189.3 at March 31, 2018 and December 31, 2017; Outstanding shares - 120.3 and 120.1 at March 31, 2018 and December 31, 2017, respectively | 236.6 | 236.6 | ||||||
Paid-in capital | 1,336.6 | 1,332.7 | ||||||
Retained earnings | 4,653.1 | 4,600.6 | ||||||
Accumulated other comprehensive loss | (366.8 | ) | (412.0 | ) | ||||
Treasury stock, at cost, 68.4 shares and 68.6 shares at March 31, 2018 and December 31, 2017, respectively | (2,578.9 | ) | (2,577.6 | ) | ||||
Stock held by employee benefit trusts, at cost, 0.6 shares at March 31, 2018 and December 31, 2017 | (5.9 | ) | (5.9 | ) | ||||
Total Equifax shareholders' equity | 3,274.7 | 3,174.4 | ||||||
Noncontrolling interests including redeemable noncontrolling interests | 62.2 | 64.6 | ||||||
Total equity | 3,336.9 | 3,239.0 | ||||||
Total liabilities and equity | $ | 7,196.1 | $ | 7,233.4 |
Three Months Ended March 31, | ||||||||
2018 | 2017 | |||||||
(In millions) | (Unaudited) | |||||||
Operating activities: | ||||||||
Consolidated net income | $ | 93.8 | $ | 155.4 | ||||
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 79.0 | 72.1 | ||||||
Stock-based compensation expense | 12.8 | 18.7 | ||||||
Deferred income taxes | (2.7 | ) | (2.6 | ) | ||||
Changes in assets and liabilities, excluding effects of acquisitions: | ||||||||
Accounts receivable, net | (39.6 | ) | (22.7 | ) | ||||
Other assets, current and long-term | 37.9 | (29.2 | ) | |||||
Current and long term liabilities, excluding debt | (61.6 | ) | (88.0 | ) | ||||
Cash provided by operating activities | 119.6 | 103.7 | ||||||
Investing activities: | ||||||||
Capital expenditures | (56.2 | ) | (50.3 | ) | ||||
Acquisitions, net of cash acquired | (13.9 | ) | (7.3 | ) | ||||
Cash received from sale of asset | — | 8.6 | ||||||
Cash used in investing activities | (70.1 | ) | (49.0 | ) | ||||
Financing activities: | ||||||||
Net short-term (repayments) borrowings | (76.8 | ) | 46.4 | |||||
Payments on long-term debt | — | (50.0 | ) | |||||
Dividends paid to Equifax shareholders | (46.9 | ) | (46.9 | ) | ||||
Dividends paid to noncontrolling interests | (2.4 | ) | (1.9 | ) | ||||
Proceeds from exercise of stock options | 2.2 | 9.4 | ||||||
Payment of taxes related to settlement of equity awards | (12.5 | ) | (20.3 | ) | ||||
Purchase of redeemable noncontrolling interests | (0.4 | ) | — | |||||
Payment of contingent consideration | (1.5 | ) | — | |||||
Cash used in financing activities | (138.3 | ) | (63.3 | ) | ||||
Effect of foreign currency exchange rates on cash and cash equivalents | 1.7 | 2.5 | ||||||
Decrease in cash and cash equivalents | (87.1 | ) | (6.1 | ) | ||||
Cash and cash equivalents, beginning of period | 336.4 | 129.3 | ||||||
Cash and cash equivalents, end of period | $ | 249.3 | $ | 123.2 |
(In millions) | Three months ended March 31, | |||||||||||||||||
Local Currency | ||||||||||||||||||
Operating revenue: | 2018 | 2017 | $ Change | % Change | % Change* | |||||||||||||
Online Information Solutions | $ | 219.7 | $ | 225.2 | $ | (5.5 | ) | (2 | )% | |||||||||
Mortgage Solutions | 41.7 | 38.6 | 3.1 | 8 | % | |||||||||||||
Financial Marketing Services | 45.5 | 46.3 | (0.8 | ) | (2 | )% | ||||||||||||
Total U.S. Information Solutions | 306.9 | 310.1 | (3.2 | ) | (1 | )% | ||||||||||||
Asia Pacific | 82.4 | 72.0 | 10.4 | 14 | % | 11 | % | |||||||||||
Europe | 70.6 | 61.7 | 8.9 | 15 | % | 1 | % | |||||||||||
Latin America | 56.0 | 51.0 | 5.0 | 10 | % | 15 | % | |||||||||||
Canada | 35.5 | 31.5 | 4.0 | 13 | % | 8 | % | |||||||||||
Total International | 244.5 | 216.2 | 28.3 | 13 | % | 9 | % | |||||||||||
Verification Services | 128.4 | 115.1 | 13.3 | 12 | % | |||||||||||||
Employer Services | 82.7 | 84.9 | (2.2 | ) | (3 | )% | ||||||||||||
Total Workforce Solutions | 211.1 | 200.0 | 11.1 | 6 | % | |||||||||||||
Global Consumer Solutions | 103.2 | 105.9 | (2.7 | ) | (3 | )% | (4 | )% | ||||||||||
Total operating revenue | $ | 865.7 | $ | 832.2 | $ | 33.5 | 4 | % | 3 | % |
Three months ended March 31, 2018 | |||||||
Operating Revenue | |||||||
(In millions) | Amount | % | |||||
Asia Pacific | $ | 2.8 | 4 | % | |||
Europe | 8.1 | 13 | % | ||||
Latin America | (2.7 | ) | (5 | )% | |||
Canada | 1.6 | 5 | % | ||||
Global Consumer Solutions | 1.2 | 1 | % | ||||
Total | $ | 11.0 | 1 | % |
(in millions) | Three Months Ended March 31, 2018 | |||
IT and data security | $ | 45.7 | ||
Legal and investigative fees | 28.9 | |||
Product liability | 4.1 | |||
Insurance recoveries | (10.0 | ) | ||
Total | $ | 68.7 |
Three Months Ended March 31, | |||||||||||||||
(In millions, except per share amounts) | 2018 | 2017 | $ Change | % Change | |||||||||||
Net income attributable to Equifax | $ | 90.9 | $ | 153.3 | $ | (62.4 | ) | (41 | )% | ||||||
Acquisition-related amortization expense of certain acquired intangibles (1) | 42.2 | 45.0 | (2.8 | ) | (6 | )% | |||||||||
Cybersecurity incident related costs (2) | 68.7 | — | 68.7 | nm | |||||||||||
Veda acquisition related amounts other than acquisition-related amortization (3) | — | 11.4 | (11.4 | ) | nm | ||||||||||
Income tax effects of stock awards that are recognized upon vesting or settlement (4) | (3.0 | ) | (14.9 | ) | 11.9 | (80 | )% | ||||||||
Adjustments for uncertain tax positions (5) | — | (8.3 | ) | 8.3 | nm | ||||||||||
Tax impact of adjustments (6) | (25.1 | ) | (11.0 | ) | (14.1 | ) | nm | ||||||||
Net income attributable to Equifax, adjusted for items listed above | $ | 173.7 | $ | 175.5 | $ | (1.8 | ) | (1 | )% | ||||||
Diluted EPS attributable to Equifax, adjusted for items listed above | $ | 1.43 | $ | 1.44 | $ | (0.01 | ) | (1 | )% | ||||||
Weighted-average shares used in computing diluted EPS | 121.3 | 121.9 |
(1) | During the first quarter of 2018, we recorded acquisition-related amortization expense of certain acquired intangibles of $42.2 million ($35.2 million, net of tax). We calculate this financial measure by excluding the impact of acquisition-related amortization expense and including a benefit to reflect the significant cash income tax savings resulting from the income tax deductibility of amortization for certain acquired intangibles. The $7.0 million of tax is comprised of $10.9 million of tax expense net of $3.9 million of a cash income tax benefit. During the first quarter of 2017, we recorded acquisition-related amortization expense of certain acquired intangibles of $45.0 million ($36.4 million, net of tax). The $8.6 million of tax is comprised of $14.8 million of tax expense net of $6.2 million of a cash income tax benefit. See the Notes to this reconciliation for additional detail. |
(2) | During the first quarter of 2018, we recorded $68.7 million ($50.6 million, net of tax) for expenses related to the cybersecurity incident. See the Notes to this reconciliation for additional detail. |
(3) | During the first quarter of 2017, we recorded $11.4 million ($9.0 million, net of tax, which includes a valuation allowance adjustment of $1.0 million reflected in income tax) for Veda acquisition related amounts other than acquisition-related amortization, of which $11.7 million related to integration costs in operating income, and $0.3 million related to foreign currency gain included in other income, net. See the Notes to this reconciliation for additional detail. |
(4) | During the first quarter of 2018, we recorded a tax benefit of $3.0 million related to the tax effects of deductions for stock compensation in excess of amounts recorded for compensation costs. During the first quarter of 2017, we recorded a tax benefit of $14.9 million related to the tax effects of deductions for stock compensation expense in excess of amounts recorded for compensation costs. See the Notes to this reconciliation for additional detail. |
(5) | During the first quarter of 2017, we recorded a tax benefit of $8.3 million related to adjustments from uncertain tax positions resulting from the completion of examinations of historical tax returns. See the Notes to this reconciliation for additional detail. |
(6) | During the first quarter of 2018, we recorded the tax impact of adjustments of $25.1 million comprised of (i) acquisition-related amortization expense of certain acquired intangibles of $7.0 million ($10.9 million of tax expense net of $3.9 million of cash income tax benefit) and (ii) a tax adjustment of $18.1 million related to expenses for the cybersecurity incident. |
Three Months Ended March 31, | |||||||||||||||
(in millions) | 2018 | 2017 | $ Change | % Change | |||||||||||
Revenue | $ | 865.7 | $ | 832.2 | $ | 33.5 | 4 | % | |||||||
Net income attributable to Equifax | $ | 90.9 | $ | 153.3 | $ | (62.4 | ) | (41 | )% | ||||||
Income taxes | 29.4 | 40.3 | (10.9 | ) | (27 | )% | |||||||||
Interest expense, net* | 22.8 | 23.5 | (0.7 | ) | (3 | )% | |||||||||
Depreciation and amortization | 78.2 | 71.3 | 6.9 | 10 | % | ||||||||||
Veda acquisition related amounts (1) | — | 11.4 | nm | nm | |||||||||||
Cybersecurity incident related costs (2) | 68.7 | — | nm | nm | |||||||||||
Adjusted EBITDA, excluding the items listed above | $ | 290.0 | $ | 299.8 | $ | (9.8 | ) | (3 | )% | ||||||
Adjusted EBITDA margin | 33.5 | % | 36.0 | % |
(1) | During the first quarter of 2017, we recorded $11.4 million ($9.0 million, net of tax, which includes a valuation allowance adjustment of $1.0 million reflected in income tax) for Veda acquisition related amounts other than acquisition-related amortization, of which $11.7 million related to integration costs in operating income, and $0.3 million related to foreign currency gain included in other income, net. See the Notes to this reconciliation for additional detail. |
(2) | During the first quarter of 2018, we recorded $68.7 million ($50.6 million, net of tax) for expenses related to the cybersecurity incident. See the Notes to this reconciliation for additional detail. |
(In millions) | Three months ended March 31, 2018 | |||||||||||||||||||||||
U.S. Information Solutions | International | Workforce Solutions | Global Consumer Solutions | General Corporate Expense* | Total | |||||||||||||||||||
Revenue | $ | 306.9 | $ | 244.5 | $ | 211.1 | $ | 103.2 | — | $ | 865.7 | |||||||||||||
Operating Income | 110.9 | 36.7 | 90.1 | 30.1 | (123.6 | ) | 144.2 | |||||||||||||||||
Depreciation and Amortization | 20.8 | 29.9 | 11.8 | 3.9 | 11.8 | 78.2 | ||||||||||||||||||
Other income/(expense), net** | 0.5 | 3.8 | — | — | (2.5 | ) | 1.8 | |||||||||||||||||
Noncontrolling interest | — | (2.9 | ) | — | — | — | (2.9 | ) | ||||||||||||||||
Adjustments (1) | 3.2 | 4.3 | 1.4 | 0.9 | 58.9 | 68.7 | ||||||||||||||||||
Adjusted EBITDA | $ | 135.4 | $ | 71.8 | $ | 103.3 | $ | 34.9 | $ | (55.4 | ) | $ | 290.0 | |||||||||||
Operating Margin | 36.1 | % | 15.0 | % | 42.7 | % | 29.2 | % | nm | 16.7 | % | |||||||||||||
Adjusted EBITDA Margin | 44.1 | % | 29.4 | % | 48.9 | % | 33.8 | % | nm | 33.5 | % |
(In millions) | Three months ended March 31, 2017 | |||||||||||||||||||||||
U.S. Information Solutions | International | Workforce Solutions | Global Consumer Solutions | General Corporate Expense* | Total | |||||||||||||||||||
Revenue | $ | 310.1 | $ | 216.2 | $ | 200.0 | $ | 105.9 | — | $ | 832.2 | |||||||||||||
Operating Income | 129.7 | 29.8 | 89.5 | 30.8 | (61.2 | ) | 218.6 | |||||||||||||||||
Depreciation and Amortization | 20.8 | 28.1 | 10.9 | 2.8 | 8.7 | 71.3 | ||||||||||||||||||
Other income/(expense), net** | 0.3 | 2.1 | — | — | (1.8 | ) | 0.6 | |||||||||||||||||
Noncontrolling interest | — | (2.1 | ) | — | — | — | (2.1 | ) | ||||||||||||||||
Adjustments (1) | — | 9.5 | — | — | 1.9 | 11.4 | ||||||||||||||||||
Adjusted EBITDA | $ | 150.8 | $ | 67.4 | $ | 100.4 | $ | 33.6 | $ | (52.4 | ) | $ | 299.8 | |||||||||||
Operating Margin | 41.8 | % | 13.8 | % | 44.7 | % | 29.1 | % | nm | 26.3 | % | |||||||||||||
Adjusted EBITDA Margin | 48.6 | % | 31.2 | % | 50.2 | % | 31.7 | % | nm | 36.0 | % |
(1) | During the first quarter of 2018, we recorded $68.7 million ($50.6 million, net of tax) for expenses related to the cybersecurity incident. |
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