-----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, N4Hp8+/cbElE/gkY4SftvIq4PDTDRoHMYeNYUE8xMcnnRGiqfPlfIPvxv0PqB7Vu TYMfLRPGnVbCqYW2Uk6erw== 0001104659-04-005597.txt : 20040224 0001104659-04-005597.hdr.sgml : 20040224 20040224161145 ACCESSION NUMBER: 0001104659-04-005597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040224 ITEM INFORMATION: FILED AS OF DATE: 20040224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ON ASSIGNMENT INC CENTRAL INDEX KEY: 0000890564 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 954023433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20540 FILM NUMBER: 04625087 BUSINESS ADDRESS: STREET 1: 26651 WEST AGOURA ROAD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188787900 8-K 1 a04-2370_18k.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):  February 24, 2004

 


 

On Assignment, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-20540

 

95-4023433

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

26651 West Agoura Road
Calabasas, California

 

91302

(Address of principal executive offices)

 

(Zip Code)

 

(818) 878-7900
(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 



 

Item 12.   Results Of Operations and Financial Condition.

 

On February 24, 2004, On Assignment, Inc. (the “Company”) issued a press release setting forth the Company’s financial results for the fourth quarter of 2003.  A copy of the press release is attached hereto as Exhibit 99.1.  This press release may also be found on the Company’s website at www.onassignment.com on the Investor Relations page.  The information contained in this report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, or other document filed with the Commission.

 

2



 

SIGNATURES

 

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 hereunto duly authorized.

 

 

 

ON ASSIGNMENT, INC.

 

 

 

 

 

Date:  February 24, 2004

By:

 /s/ Ronald W. Rudolph

 

 

 

Ronald W. Rudolph

 

 

Executive Vice President, Finance
and Chief Financial Officer

 

3



 

Exhibit Index

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release of On Assignment, Inc., dated February 24, 2004, reporting financial results for the fourth quarter of 2003.

 

4


EX-99.1 3 a04-2370_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

On Assignment, Inc., 26651 West Agoura Road, Calabasas, California 91302
Telephone 818 878 7900, Facsimile 818 878 7930
www.onassignment.com

 

 

For Immediate Release

February 24, 2004

1:00 p.m. PST

 

Contacts:

 

 

Ronald W. Rudolph

 

The Ruth Group

EVP, Finance and Chief Financial Officer

 

Jeffrey Goldberger

On Assignment, Inc.

 

(646) 536-7033 or

(818) 878-7900

 

Jill Meleski

 

 

(646) 536-7032

 

 

On Assignment, Inc. Reports 2003 Fourth Quarter Results

 

Calabasas, CA, February 24, 2004 – On Assignment, Inc. (Nasdaq: ASGN) today reported its operating results for the fourth quarter and year ended December 31, 2003.

 

Highlights of the fourth quarter and the year 2003:

 

                  The Company stabilized its Lab Support and Nurse Travel businesses with temporary employee headcount holding steady up to the holiday break and averaging approximately 98 percent of the prior quarter average.

                  The Company generated positive operating cash flow for the quarter and year and increased its cash and cash equivalents balance to more than $35 million at the end of 2003.

                  The Company generated positive EBITDA for the year.

                  The Company hired Peter Dameris, an experienced staffing industry executive, as Executive Vice President and Chief Operating Officer in November 2003.

 

Fourth quarter 2003 revenues were $47,082,000 compared with revenues of $66,019,000 for the fourth quarter 2002.  Lab Support segment revenues for the fourth quarter were $21,497,000 compared to $26,226,000 in the fourth quarter last year.  Healthcare Staffing segment revenues for the fourth quarter were $25,585,000 compared to $39,793,000 in the fourth quarter last year.  The operating loss for the fourth quarter 2003 was $3,144,000 compared with operating income of $2,928,000 for the fourth quarter 2002.  Net loss for the quarter was $2,020,000 compared with net income of $1,854,000 in the year ago quarter.  Net loss per share for the fourth quarter was $0.08 compared with net income per share of $0.07 for the fourth quarter of 2002.  Contributing approximately $0.02 per share to the $0.08 net loss per share was a charge of $525,000 arising from year-end adjustments to accounts receivable and a charge of $167,000 related to further consolidation of branch offices.

 



 

Dr. Joe Peterson, President and Chief Executive Officer of On Assignment, Inc. said, “During the fourth quarter our two largest divisions, Lab Support and Nurse Travel, stabilized, with average temporary professional headcount essentially flat from the preceding quarter.  Our Nurse Staffing and Lab Support operations performed better than in previous quarters and that performance is continuing into the first quarter of 2004.  While we are experiencing increased momentum in Lab Support and Nurse Travel, our local healthcare business continues to face significant challenges in capturing demand for its services.  Through tight cost controls and efficient accounts receivable management, we were able to achieve break-even operating cash flow despite seasonally-impacted lower revenues and gross margins.  We finished the year with $35 million in cash and cash equivalents.”

 

Continued Dr. Peterson, “During a challenging labor market combined with intense competition we were able to maintain strong relationships with our existing clients, contained our SG&A costs, improved our balance sheet and completed many overdue investments in infrastructure.  We have protected the business and set the stage to take advantage of growth in our end markets in the years ahead. We begin 2004 with a more stable business, and we are adding resources to better position On Assignment to grow again.”

 

Peter T. Dameris, Executive Vice President and Chief Operating Officer commented, “The actions On Assignment took in 2003 positioned the Company to be able to aggressively focus on profitable revenue growth. Our focus in 2004 will be on supporting and revitalizing each of our divisions through investments in field sales personnel, staffing consultants, increased sales training and enhanced operational management. During the first two months of the new year, we have added 10 experienced and proven sales and operations managers to our existing management team that have strong scientific/healthcare staffing experience. Over the remainder of 2004, we plan net expansion of our field sales and service delivery teams by an additional 56 personnel.  Our management team is committed to generating meaningful year-over-year revenue growth while maintaining positive EBITDA and cash generation. Growth of revenues will enhance our SG&A absorption and permit improved profitability going forward”.

 

For the year ended December 31, 2003 revenues were $209,554,000 compared with $250,313,000 in 2002.  Lab Support segment revenues for the year ended December 31,  2003 were $92,912,000 compared to $112,118,000 in 2002.  Healthcare Staffing segment revenues for the year ended December 31, 2003 including the results of HPO were $116,642,000 compared to $138,195,000 in 2002.  Revenues for 2003 include $91,954,000 from HPO compared with $94,563,000 for the 2002 period (acquired on April 19, 2002).  Net loss for 2003 was $81,800,000, compared with net income of $12,248,000 in 2002.  Net loss per share for 2003 was $3.22 compared with net income per share of $0.48 for 2002.  Included in the 2003 operating loss is a non-cash charge of $79,897,000 or $3.14 per share for goodwill impairment.

 

“We are encouraged by the early signs of stabilization in our Lab Support and Nurse Travel businesses and evidence of increased demand in the healthcare and scientific end markets,” stated Ron Rudolph, On Assignment’s Executive Vice President and Chief Financial Officer.    “The improving economic backdrop in combination with a revenue-focused revitalization plan

 

2



 

positions the Company for the opportunity for improved revenue and gross profit performance in 2004 and beyond.  Assuming labor markets that are consistent with current conditions and no unexpected loss of current significant customers, for the 2004 fiscal year the Company expects revenue to be in the range of $210 to $220 million with gross profit in the range of $55 to $60 million and positive EBITDA for the full year.  However, due to the timing of resource investments associated with our revitalization plan and the current performance of our local healthcare division, we do not expect to generate positive net income for the full 2004 year.  At this time we are not providing near-term quarterly guidance due to the lack of current visibility regarding the timing of the addition of experienced field personnel, increases in productivity of these new employees and our current field staff, changes in product mix, new business conversion rates, and temp-to-perm conversion fee contribution. “

 

On Assignment will hold its quarterly conference call to discuss its 2003 fourth quarter financial results today, Tuesday, February 24, 2004, at 2:00 p.m. PST.  Interested parties are invited to listen to the conference call by dialing (800) 309-8283 or (706) 634-1958 ten minutes before the call.  A replay of the conference call will be available beginning at 5:00 p.m. PST on February 24, 2004 and will run through Friday, February 27, 2004.  The access number for the replay is (800) 642-1687 or (706) 645-9291 and the access code is 5414624.

 

This call is being webcast by CCBN and can be accessed at On Assignment’s web site at www.onassignment.com.

 

3



 

Reasons for Presentation of Non-GAAP Financial Measures
The Non-GAAP financial measures presented as Operating Income (Loss) Before Impairment of Goodwill in the accompanying supplementary financial information represent the financial measures used by the Company’s management to evaluate the operating performance of the Company for the twelve month period ended December 31, 2003.  Operating Income (Loss) Before Impairment of Goodwill may not be comparable to similarly titled measures reported by other companies.  Operating Income (Loss) Before Impairment of Goodwill excludes certain charges related to impairment of goodwill recorded in the quarter ended June 30, 2003.  This Non-GAAP financial information is provided as additional information for investors and is not in accordance with, or an alternative to, GAAP.  However, the Company’s management believes these Non-GAAP measures provide useful information to investors, potential investors, securities analysts and others so each group can evaluate the Company’s current and future prospects in the same manner as management if they so choose. The Company’s management believes its Non-GAAP measure of operating performance better reflects the Company’s operations than it does with operating results as presented under GAAP, which includes or may include, from time to time, such non-cash charges related to acquisitions and impairment losses on long-lived assets. A reconciliation of GAAP results has been provided in the financial statement tables that accompany this press release.

 

Safe Harbor

Except for strictly historical information contained herein, statements contained in this news release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and involve a high degree of risk and uncertainty.  Forward-looking statements include statements regarding the Company’s projected revenues, margins and other financial results for 2004, its ability to generate profitable revenue growth, the temporary nature of its workforce stability and the anticipated momentum in the healthcare and science markets, the implementation of the Company’s revitalization strategy, expansion of its services and addition of resources, its positioning for future success and other statements regarding On Assignment’s expectations, beliefs, hopes, intentions or strategies regarding the future.  All forward-looking statements included in this news release are based upon information available to On Assignment as of the date hereof.  Actual results could differ materially from On Assignment’s current expectations contained in such forward-looking statements.  Factors that could cause or contribute to such differences include general economic and business conditions, demand for the Company’s services, the timing of expenses associated with the Company’s revitalization strategy and the timing of any benefits resulting there from, quarterly fluctuations in On Assignment’s results of operations, On Assignment’s ability to attract, train and retain qualified Staffing Consultants, On Assignment’s ability to remain competitive in obtaining and retaining temporary staffing clients, the availability of qualified temporary nurses and other qualified temporary professionals, management of growth, and other risks detailed from time to time in On Assignment’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the SEC on March 31, 2003.  On Assignment specifically disclaims any intention or duty to update any forward-looking statements contained in this news release.

 

About On Assignment

On Assignment is a leading international science and healthcare temporary staffing company providing services in laboratory support, nursing, allied healthcare and medical-financial staffing.  The corporate headquarters and Lab Support Division are located in Calabasas, California.  The Healthcare Staffing Division, that offers nursing, allied, clinical lab and administrative/clerical temporary professional employees, operates out of centralized operations in Cincinnati, Ohio.

 

On Assignment was founded in 1985 as On Assignment/Lab Support and went public in 1992.  The company’s branch network encompasses 60 branch offices across the United States, the United Kingdom, the Netherlands and Belgium.  On Assignment, Inc. common stock is traded on the Nasdaq Stock Market under the symbol ASGN.

 

* * * MORE * * *

 

4



 

(Unaudited)
(In thousands of dollars, except per share amounts)

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Quarter Ended

 

Year Ended
December 31,

 

 

 

Dec. 31,
2003

 

Sept. 30,
2003

 

Dec. 31,
2002

 

 

 

 

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

$

47,082

 

$

50,467

 

$

66,019

 

$

209,554

 

$

250,313

 

Cost of Services

 

35,560

 

36,508

 

47,779

 

153,381

 

176,520

 

Gross Profit

 

11,522

 

13,959

 

18,240

 

56,173

 

73,793

 

Selling, General and Administrative Expenses

 

14,666

 

13,647

 

15,312

 

59,435

 

54,675

 

Impairment of Goodwill

 

 

 

 

79,897

 

 

Operating Income (Loss)

 

(3,144

)

312

 

2,928

 

(83,159

)

19,118

 

Interest Income

 

102

 

82

 

66

 

392

 

700

 

Pretax Income (Loss)

 

(3,042

)

394

 

2,994

 

(82,767

)

19,818

 

Income Tax Expense (Benefit)

 

(1,022

)

159

 

1,140

 

(967

)

7,570

 

Net Income (Loss)

 

$

(2,020

)

$

235

 

$

1,854

 

$

(81,800

)

$

12,248

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings (Loss) Per Share

 

$

(0.08

)

$

0.01

 

$

0.07

 

$

(3.22

)

$

0.48

 

Weighted Average Shares Outstanding

 

25,191

 

25,186

 

26,383

 

25,422

 

25,542

 

 

RECONCILIATION TO OPERATING INCOME (LOSS)
BEFORE IMPAIRMENT OF GOODWILL

 

 

 

Quarter Ended

 

Year Ended
December 31,

 

 

 

Dec. 31,
2003

 

Sept. 30,
2003

 

Dec. 31,
2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss)

 

$

(3,144

)

$

312

 

$

2,928

 

$

(83,159

)

$

19,118

 

Add Back: Impairment of Goodwill

 

 

 

 

79,897

 

 

Operating Income (Loss) Before Impairment of Goodwill

 

$

(3,144

)

$

312

 

$

2,928

 

$

(3,262

)

$

19,118

 

 

5



 

(Unaudited)
(In thousands of dollars, except per share amounts)

 

SUPPLEMENTAL FINANCIAL INFORMATION

 

 

 

Quarter Ended

 

Year Ended
December 31,

 

 

 

Dec. 31,
2003

 

Sept. 30,
2003

 

Dec. 31,
2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Lab Segment

 

$

21,497

 

$

22,766

 

$

26,226

 

$

92,912

 

$

112,118

 

 

 

 

 

 

 

 

 

 

 

 

 

HPO

 

20,820

 

21,711

 

30,652

 

91,954

 

94,563

 

Other Healthcare

 

4,765

 

5,990

 

9,141

 

24,688

 

43,632

 

Healthcare Segment

 

25,585

 

27,701

 

39,793

 

116,642

 

138,195

 

Total

 

$

47,082

 

$

50,467

 

$

66,019

 

$

209,554

 

$

250,313

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

Lab Segment

 

$

6,578

 

$

7,126

 

$

8,292

 

$

29,641

 

$

36,040

 

 

 

 

 

 

 

 

 

 

 

 

 

HPO

 

3,633

 

4,937

 

6,920

 

18,665

 

23,531

 

Other Healthcare

 

1,311

 

1,896

 

3,028

 

7,867

 

14,222

 

Healthcare Segment

 

4,944

 

6,833

 

9,948

 

26,532

 

37,753

 

Total

 

$

11,522

 

$

13,959

 

$

18,240

 

$

56,173

 

$

73,793

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

 

Amortization of Intangibles

 

$

866

 

$

866

 

$

1,154

 

$

4,208

 

$

3,227

 

Depreciation

 

$

787

 

$

772

 

$

518

 

$

2,942

 

$

1,916

 

Impairment of Goodwill

 

$

 

$

 

$

 

$

79,897

 

$

 

Capital Expenditures

 

$

1,167

 

$

1,134

 

$

1,151

 

$

4,894

 

$

4,659

 

Open Market Repurchase of Common Stock (shares)

 

 

 

30,000

 

1,138,500

 

390,500

 

 

6



 

SELECTED CONSOLIDATED BALANCE SHEET DATA

 

 

 

As of

 

 

 

Dec. 31,
2003

 

Sept. 30,
2003

 

Dec. 31,
2002

 

Cash, Cash Equivalents and Marketable Securities

 

$

35,134

 

$

35,355

 

$

33,990

 

Accounts Receivable, less allowances

 

25,416

 

26,672

 

30,296

 

Working Capital

 

53,258

 

54,184

 

56,996

 

Total Assets

 

131,981

 

133,016

 

218,147

 

Current Liabilities

 

14,646

 

14,041

 

14,528

 

Long-term Liabilities

 

1,450

 

1,579

 

2,572

 

Stockholders Equity

 

115,885

 

117,396

 

201,047

 

 

# # #

 

7


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-----END PRIVACY-ENHANCED MESSAGE-----