-----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, QFob7bOivtd7mywjnI380nJ1D88u3+YtsfXxk+U365Xr2r5RcxbcMQv9OKkbW7D4 lomrpHR8okCw8YM6PgXa5A== 0001104659-03-010737.txt : 20030520 0001104659-03-010737.hdr.sgml : 20030520 20030520081549 ACCESSION NUMBER: 0001104659-03-010737 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030520 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAINING DATA CORP CENTRAL INDEX KEY: 0000820738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943046892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16449 FILM NUMBER: 03711361 BUSINESS ADDRESS: STREET 1: 17500 CARTWRIGHT ROAD CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 6506327100 MAIL ADDRESS: STREET 1: 17500 CARTWRIGHT ROAD RD CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: OMNIS TECHNOLOGY CORP DATE OF NAME CHANGE: 19971022 FORMER COMPANY: FORMER CONFORMED NAME: BLYTH HOLDINGS INC DATE OF NAME CHANGE: 19920703 8-K 1 j1404_8k.htm 8-K

 

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):   May 20, 2003

 

RAINING DATA CORPORATION

( Exact Name of Registrant as Specified in its Charter )

 

Delaware

 

000-16449

 

94-3046892

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File
Number)

 

(I.R.S. Employer Identification Number)

 

 

 

 

 

17500 Cartwright Road
Irvine, California 92614

( Address of Principal Executive Offices )

 

(949) 442-4400

( Registrant’s Telephone Number, Including Area Code )

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 



 

Item 9.  Regulation FD Disclosure (Information Furnished Pursuant to Item 12.  Results of Operations and Financial Condition).

 

In accordance with SEC Release No. 33-8216, the following information, which is intended to be furnished under “Item 12. Results of Operations and Financial Condition,” is instead being furnished under “Item 9. Regulation FD Disclosure.”  The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

On May 20, 2003, Raining Data Corporation (the “Company”) announced its results of operations for the fourth quarter and fiscal year ended March 31, 2003.  A copy of the Company’s earnings release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.  The press release discloses certain financial measures, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”), that are not in accordance with, or an alternative for, generally accepted accounting principles in the United States (“GAAP”).  EBITDA should not be construed as a substitute for operating income or as a better measure of liquidity than cash flow from operating activities, which are determined in accordance with GAAP.  EBITDA excludes components that are significant in understanding and assessing the Company’s results of operations and cash flows.  Since EBITDA is not a term defined by GAAP, the Company’s measure of EBITDA might not be comparable to similarly titled measures used by other companies.   The Company presents the reconciliation from EBITDA to what the Company deems the most directly comparable GAAP terms of operating income (loss) and net cash provided by (used for) operating activities.

 

However, the Company believes that EBITDA is relevant and useful information, which is often reported and widely used by analysts, investors and other interested parties in the Company’s industry.  Accordingly, the Company is disclosing this information to permit a more comprehensive analysis of our operating performance, as an additional measure of performance and liquidity and to provide additional information with respect to the Company’s ability to meet future debt service, capital expenditure and working capital requirements.

 

2



 

SIGNATURES

 

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

 

 

 

Raining Data Corporation

 

 

(Registrant)

 

 

 

May 20, 2003

 

 

/s/ Brian C. Bezdek

 

Date

 

Brian C. Bezdek, Chief Financial Officer

 

 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release, dated as of May 20, 2003, issued by Raining Data Corporation.

 

3


EX-99.1 3 j1404_ex99d1.htm EX-99.1

 

Exhibit 99.1

 

PRESS RELEASE

 

Contact Information

 

Raining Data Corporation

 

17500 Cartwright Rd.

Irvine, CA 92614-5846

Brian C. Bezdek, Chief Financial Officer

Phone: (949) 442-4400
Fax:     (949) 250-8187

brian.bezdek@rainingdata.com

 

 

RAINING DATA CORPORATION ANNOUNCES

FOURTH QUARTER AND FISCAL YEAR END

MARCH 31, 2003 RESULTS

 

IRVINE, CA.- May 20, 2003

 

                  Fourth Quarter Year over Year Revenue Increase of 23%

                  Fiscal Year over Year Revenue Increase of 9%

                  Operating Cash Flow Improvement of $1.0 million Year over Year

                  Fourth Quarter EBITDA of $1.2 million or 19% of Revenue

                  Full Fiscal Year over Year EBITDA Improvement of $4.9 Million

 

Raining Data Corporation (Nasdaq: RDTA) today announced financial results for the fourth quarter and full fiscal year ended March 31, 2003.  Revenue for the fourth quarter increased 23% to $6.1 million from $4.9 million for the quarter ended March 31, 2002.   Revenue for fiscal year 2003 increased 9% to $21.0 million from $19.3 million the prior fiscal year.

 

The Company recorded an operating profit of $0.4 million for the quarter ended March 31, 2003 as compared to an operating loss of $3.4 million for the same period in the prior year.  The Company recorded break-even operating results for fiscal year 2003 as compared to an operating loss of $16.3 million in the prior fiscal year.  Results for the quarter and fiscal year ended March 31, 2002 include goodwill amortization of $2.9 million and $10.6 million, respectively.  No goodwill amortization was recorded for the quarter and year ended March 31, 2003 due to the adoption of Statement of Financial Accounting Standards No. 142 on April 1, 2002.

 

For the quarter ended March 31, 2003, net loss was $0.1 million compared to a net loss of $4.7 million for the same period in the prior fiscal year.  Net loss for the year ended March 31, 2003 was $3.4 million compared to a net loss of $20.4 million in the prior fiscal year.

 

 



 

Net loss per share was $0.01 for the quarter and $0.19 for the year ended March 31, 2003 compared to a net loss per share of $0.27 and $1.23 for the quarter and year ended March 31, 2002, respectively.

 

Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for the quarter ended March 31, 2003 improved by $1.0 million to positive $1.2 million, or 19% of revenue compared to $0.2 million, or 3% of revenue, for the quarter ended March 31, 2002.  EBITDA for the year ended March 31, 2003 improved by $4.9 million to a positive $3.3 million, or 16% of revenue, from a negative $1.6 million for the prior fiscal year.  The Company computes EBITDA, as reflected in the table appearing at the end of this press release, by adding depreciation, goodwill and non-goodwill amortization and non-cash stock-based compensation expense to its GAAP reported operating income (loss).

 

Cash balances increased $0.8 million or 17% to $5.3 million at March 31, 2003 from $4.5 million at March 31, 2002 and increased during the quarter by $2.5 million from $2.8 million at December 31, 2002. Cash flow from operating activities improved to $0.9 million for the year ended March 31, 2003 from a negative $0.2 million in the prior fiscal year.

 

“The fourth quarter capped off a fiscal year in which the Company saw a significant improvement in its operating results and a strengthening of its balance sheet,” said Carlton H. Baab, President and CEO.  “We have been able to achieve this turn-around in the financial results while continuing to invest in our product development efforts.  In addition to many updates and new releases of our core Pick and Omnis products, we announced the launch of two new product lines with the Company’s first XML data management server product, TigerLogic XDMS, which includes our own patent-pending technology, as well as our support for the Microsoft .Net development environment and framework with our Pick Data Provider for .Net product line.  We are committed to serving the evolving needs of our customers and to the expansion of our intellectual property assets,” added Baab.

 

About Raining Data

 

Raining Data Corporation (Nasdaq: RDTA), headquartered in Irvine, California, has been providing reliable data management and rapid application deployment solutions for developers of database applications for more than two decades.  Raining Data’s flagship products include: 1) high-performance TigerLogic™ XML Data Management Server (XDMS), which provides flexible, scalable and extensible storage and retrieval of critical business data across a variety of structured and unstructured information sources, delivering mid-tier scalability and transactional integrity of enterprise databases as well as dynamic extensibility and ease of use, mostly found in repositories and file systems; 2) D3®, mvEnterprise® and mvBase® family of powerful Pick® based hierarchical multi-dimensional database management systems that are the choice of more than a thousand application developers worldwide; 3) the Pick Data Provider for .NETTM which allows D3, UniData® and UniVerse® database platform users to take advantage of the .NET Framework by utilizing Microsoft Visual Studio® .NET by serving as a bridge between an application and the data source; and 4) Omnis Studio®, a powerful, cross-platform, object-oriented RAD tool for developing sophisticated thick-client, Web-client or ultra thin-client database applications.

 

The Raining Data customer installed base includes more than 500,000 active users, representing over 20,000 customer sites worldwide with a significant base of diverse vertical applications.

 

 



 

With 150 employees in four countries, the company has an extensive distribution channel, 24x7 customer support and a strong international presence.  More information about Raining Data Corporation and its products can be found at www.rainingdata.com .

 

###

 

Except for the historical statements contained herein, the foregoing release contains forward-looking statements, including statements regarding the Company’s future financial performance.  These forward-looking statements are subject to risks and uncertainties, and actual results could differ materially due to several factors, including but not limited to the success of the Company’s research and development efforts to develop new products and to penetrate new markets, the market acceptance of the Company’s new products and updates, technical risks related to such products and updates, the Company’s ability to maintain market share for its existing products, the availability of adequate liquidity and other risks and uncertainties.  Please consult the various reports and documents filed by Raining Data Corporation with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent reports on Form 10-KSB and Form 10-QSB for factors potentially affecting the Company’s future financial results. All forward-looking statements are made as of the date hereof and the Company disclaims any responsibility to update or revise any forward-looking statement provided in this news release. The Company’s results for the quarter and year ended March 31, 2003 are not necessarily indicative of the Company’s operating results for any future periods.

 

Raining Data, Pick, mvDesigner, D3, mvEnterprise, mvBase, Omnis and Omnis Studio are registered trademarks and TigerLogic is a trademark of Raining Data Corporation. Microsoft and Visual Studio are registered trademarks and .Net is a trademark of the Microsoft Corporation. UniData and UniVerse are registered trademarks of International Business Machines Corporation.  All other trademarks and registered trademarks are properties of their respective owners.

 

 



 

RAINING DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,
2003

 

March 31,
2002

 

 

 

(In thousands, except per share data)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and equivalents

 

$

5,279

 

$

4,500

 

Trade accounts receivable, less allowance for doubtful accounts of $467 in 2003 and $633 in 2002

 

2,142

 

1,575

 

Other current assets

 

401

 

190

 

Total current assets

 

7,822

 

6,265

 

 

 

 

 

 

 

Property, furniture and equipment-net

 

880

 

910

 

 

 

 

 

 

 

Intangible assets, less accumulated amortization of $6,067 in 2003 and $3,467 in 2002

 

4,333

 

6,933

 

Goodwill, less accumulated amortization of $13,702 in 2003 and 2002

 

27,684

 

26,791

 

Other assets

 

175

 

59

 

Total assets

 

$

40,894

 

$

40,958

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

600

 

$

985

 

Accrued liabilities

 

2,992

 

4,409

 

Deferred revenue

 

5,242

 

4,189

 

Notes payable

 

321

 

1,207

 

Total current liabilities

 

9,155

 

10,790

 

 

 

 

 

 

 

Long-term debt, net of discount and excluding current portion

 

21,932

 

18,502

 

Other long-term liabilities

 

 

125

 

Total liabilities

 

31,087

 

29,417

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Series A convertible preferred stock:  $1.00 par value; 300,000 shares authorized, issued and outstanding

 

300

 

300

 

Common stock:  $0.10 par value; 60,000,000 shares authorized; 17,946,842 and 17,585,463 issued and outstanding as of March 31, 2003 and 2002 respectively

 

1,795

 

1,759

 

Additional paid-in capital

 

94,919

 

93,829

 

Deferred stock-based compensation

 

(145

)

(523

)

Accumulated other comprehensive Income

 

1,050

 

869

 

Accumulated deficit

 

(88,112

)

(84,693

)

Total stockholders’ equity

 

9,807

 

11,541

 

Total liabilities and stockholders’ equity

 

$

40,894

 

$

40,958

 

 

 



 

RAINING DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

For the three months ended March 31,

 

For the years ended March 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

 

 

 

 

 

 

 

 

License

 

$

3,066

 

$

2,278

 

$

9,932

 

$

9,903

 

Service

 

2,989

 

2,638

 

11,074

 

9,364

 

Total net revenue

 

6,055

 

4,916

 

21,006

 

19,267

 

 

 

 

 

 

 

 

 

 

 

Costs of revenue

 

 

 

 

 

 

 

 

 

Cost of license revenue

 

174

 

83

 

351

 

383

 

Cost of service revenue

 

499

 

453

 

1,855

 

2,463

 

Total cost of revenue

 

673

 

536

 

2,206

 

2,846

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

5,382

 

4,380

 

18,800

 

16,421

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Selling and marketing

 

1,292

 

1,295

 

4,380

 

6,117

 

Research and development

 

1,752

 

1,500

 

6,005

 

5,555

 

General and administrative

 

1,201

 

1,427

 

5,150

 

6,331

 

Amortization and depreciation

 

103

 

56

 

341

 

616

 

Stock-based compensation

 

(3

)

308

 

351

 

1,247

 

Amortization of goodwill and intangibles

 

650

 

3,232

 

2,600

 

12,821

 

Total operating expenses

 

4,995

 

7,818

 

18,827

 

32,687

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

387

 

(3,438

)

(27

)

(16,266

)

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

Interest expense-net

 

(489

)

(1,033

)

(3,409

)

(3,887

)

Other income (expense)

 

3

 

(220

)

47

 

(272

)

Loss before taxes

 

(99

)

(4,691

)

(3,389

)

(20,425

)

Provision for taxes

 

(30

)

 

 

(30

)

 

Net loss

 

$

(129

)

$

(4,691

)

$

(3,419

)

$

(20,425

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

(0.01

)

$

(0.27

)

$

(0.19

)

$

(1.23

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

17,913,913

 

17,585,463

 

17,803,534

 

16,672,321

 

 

 



 

RAINING DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED MARCH 31,

 

 

 

2003

 

2002

 

 

 

(In thousands)

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(3,419

)

$

(20,425

)

Adjustments to reconcile net loss to net cash used for operating activities:

 

 

 

 

 

Depreciation and amortization of long-lived assets

 

2,917

 

13,437

 

Note discount amortization

 

1,609

 

2,321

 

Amortization of deferred stock-based compensation

 

351

 

1,247

 

Change in assets and liabilities:

 

 

 

 

 

Trade accounts receivable

 

(329

)

927

 

Other current and non-current assets

 

(115

)

283

 

Accounts payable and accrued liabilities

 

(1,023

)

1,141

 

Deferred revenue

 

898

 

915

 

 

 

 

 

 

 

Net cash provided by (used for) operating activities

 

889

 

(154

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchase of property, furniture and equipment

 

(410

)

(123

)

Settlement of post-retirement benefit obligations acquired, net of tax

 

150

 

 

 

 

 

 

 

 

Net cash used for investing activities

 

(260

)

(123

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from exercise of stock options

 

2

 

79

 

Repayment of debt

 

(51

)

(229

)

Proceeds from issuance of common stock

 

89

 

2,319

 

 

 

 

 

 

 

Net cash provided by financing activities

 

40

 

2,169

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

110

 

184

 

 

 

 

 

 

 

Net increase in cash and equivalents

 

779

 

2,076

 

 

 

 

 

 

 

Cash and equivalents at beginning of period

 

4,500

 

2,424

 

 

 

 

 

 

 

Cash and equivalents at end of period

 

$

5,279

 

$

4,500

 

 

 



 

RAINING DATA CORPORATION AND SUBSIDIARIES

EBITDA CALCULATIONS

(Unaudited, in thousands)

 

 

 

For the three months
ended March 31,

 

For the year
ended March 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

Reported operating income (loss)

 

$

387

 

$

(3,438

)

$

(27

)

$

(16,266

)

 

 

 

 

 

 

 

 

 

 

Depreciation and non-goodwill amortization

 

124

 

56

 

404

 

616

 

Stock-based compensation

 

(3

)

308

 

351

 

1,247

 

Goodwill and intangible amortization

 

650

 

3,232

 

2,600

 

12,821

 

EBITDA

 

$

1,158

 

$

158

 

$

3,328

 

$

(1,582

)

 

Reconciliation of proforma EBITDA information to net cash provided by (used for) operating activities (in thousands):

 

 

 

For the year
ended March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Net cash provided by (used for) operating activities

 

$

889

 

$

(154

)

 

 

 

 

 

 

Interest expense, net

 

3,409

 

3,887

 

Other (income) expense, net

 

(47

)

272

 

Provision for taxes

 

30

 

 

Change in accounts receivable

 

329

 

(927

)

Change in other assets

 

115

 

(283

)

Change in accounts payable and accrued liabilities

 

1,023

 

(1,141

)

Change in deferred revenue

 

(898

)

(915

)

Note discount amortization

 

(1,609

)

(2,321

)

Foreign exchange effect

 

87

 

 

 

 

 

 

 

 

EBITDA

 

$

3,328

 

$

(1,582

)

 

EBITDA does not represent funds available for management’s discretionary use and is not intended to represent cash flow from operations.  EBITDA should not be construed as a substitute for operating income or as a better measure of liquidity than cash flow from operating activities, which are determined in accordance with generally accepted accounting principles (“GAAP”).  EBITDA excludes components that are significant in understanding and assessing the Company’s results of operations and cash flows.  In addition, EBITDA is not a term defined by GAAP and as a result, our measure of EBITDA might not be comparable to similarly titled measures used by other companies.  The Company presents the reconciliation from EBITDA to what the Company deems the most directly comparable GAAP terms of operating income (loss) and net cash provided by (used for) operating activities.

 

However, the Company believes that EBITDA is relevant and useful information, which is often reported and widely used by analysts, investors and other interested parties in the Company’s industry.  Accordingly, the Company is disclosing this information to permit a more comprehensive analysis of our operating performance, as an additional measure of performance and liquidity and to provide additional information with respect to the Company’s ability to meet future debt service, capital expenditure and working capital requirements.

 

 


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