-----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, T1VeoqBluxhSWGZeIdo3p3dybJqgN/oO/XBB4etVXbfokL431nHj4L/0m8n5hNf8 m2itMXAYaiCbm2F+S+opmg== 0001144204-06-020713.txt : 20060516 0001144204-06-020713.hdr.sgml : 20060516 20060515175041 ACCESSION NUMBER: 0001144204-06-020713 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060515 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRUGMAX INC CENTRAL INDEX KEY: 0000921878 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 341755390 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15445 FILM NUMBER: 06843232 BUSINESS ADDRESS: STREET 1: 312 FARMINGTON AVENUE CITY: FARMINGTON STATE: CT ZIP: 06032-1968 BUSINESS PHONE: 8606761222 MAIL ADDRESS: STREET 1: 312 FARMINGTON AVENUE CITY: FARMINGTON STATE: CT ZIP: 06032-1968 FORMER COMPANY: FORMER CONFORMED NAME: DRUGMAX COM INC DATE OF NAME CHANGE: 20000208 FORMER COMPANY: FORMER CONFORMED NAME: NUTRICEUTICALS COM CORP DATE OF NAME CHANGE: 19990629 FORMER COMPANY: FORMER CONFORMED NAME: NUMED SURGICAL INC DATE OF NAME CHANGE: 19940419 8-K 1 v043273_8k.htm Unassociated Document
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 15, 2006

DrugMax, Inc.
(Exact name of registrant as specified in its charter)

STATE OF NEVADA
1-15445
34-1755390
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
312 Farmington Avenue
Farmington, CT 06032-1968
(Address of principal executive offices)

Registrant’s telephone number, including area code: (860) 676-1222

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 May 15, 2006, DrugMax, Inc. issued a press release announcing financial results with regard to its first quarter ended April 1, 2006. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated into this form 8-K by reference. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
 
Item 9.01  Financial Statements and Exhibits.

99.1   Press Release dated May 15, 2006
 
 
2

 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

     
 
DRUGMAX, INC.
 
 
 
 
 
 
  By:   /s/ Edgardo A. Mercadante
 
Edgardo A. Mercadante, President, Chief Executive Officer and Chairman of the Board
   

Dated: May 15, 2006


 
3

 

EXHIBIT INDEX

 

Exhibit
   
Number
 
Exhibit Description
     
99.1
 
Press Release dated May 15, 2006

 
 
4

 
EX-99.1 2 v043273_ex99-1.htm Unassociated Document
Exhibit 99.1 

For Immediate Release:
 
FINAL

  

 
DrugMax Announces First Quarter 2006 Financial Results

Revenues Grow 6.9% from the Previous Quarter; The Company Focuses on Core Pharmacy Performance

Farmington, CT, May 15, 2006 - DrugMax, Inc. (Nasdaq: DMAX) reported financial results for the first quarter ended April 1, 2006.
 
The Company’s core business or continuing operations represent its specialty pharmacies, Worksite PharmaciesSM and its medical specialty distribution business for the purpose of selling pharmaceuticals to physicians and other healthcare providers.

First Quarter 2006 Financial Highlights
§  
Revenues were $56.0 million, representing 6.9% sequential growth from the fourth quarter of 2005.
§  
Gross margin was 19.5%, compared to gross margin of 18.3% in the previous quarter, adding approximately $1.3 million in gross profit.
§  
Operating loss was $(2.9) million, an improvement of $1.6 million or 36%, compared to operating loss of $(4.5) million in the fourth quarter 2005.
§  
Net loss per basic and diluted common share was $(0.06), compared to net loss per basic and diluted common share of $(0.47) in the previous quarter.

Revenues
Net revenues from continuing operations were $56.0 million for the first quarter 2006 compared to $52.4 million in the prior quarter and $57.2 million in the first quarter 2005.

Ed Mercadante, R.Ph., Chairman and Chief Executive Officer of DrugMax, stated, “We are encouraged with the progress in our financial performance for the first quarter 2006 which are in line with our expectations and our prior guidance. Our top line grew close to 7% from the previous quarter which is a healthy sign that our specialty pharmacy platform is gaining traction. We believe sequential comparison is a better indicator of our current business given the fact that last year was a transitional year in first trying to integrate the former DrugMax wholesale model to our core Familymeds pharmacies and then subsequently exiting that legacy wholesale distribution to focus on our higher margin, higher growth core pharmacy operations. This year our management team is completely focused and fully dedicated to growing our core pharmacy operations and related business. During the first quarter of 2006, our first objective was to get the overall business back to a financial momentum similar to where we were when we operated as a private company in 2004 and we believe we are well on way to achieving this milestone. Our next objective is to accelerate our organic growth strategies and move towards achieving profitability in order to deliver long term shareholder value.”

Gross Profit & SG&A
Gross margin was $10.9 million or 19.5% in first quarter 2006 compared to $9.6 million or 18.3% in the prior quarter and $11.9 million or 20.9% in first quarter 2005. While the year-over-year gross margin decline in part reflects the adverse effect within the pharmacy industry from managed care organizations, pharmacy benefit managers and Medicare D payers increased focus on reducing prescription costs, the Company continues to take steps to offset this margin pressure by focusing on higher margin products sales, supply chain management improvements and technology initiatives, accounting for the sequential gross margin expansion.

Selling, general and administrative (SG&A) expenses in the first quarter 2006 were $13.0 million, or 23.2% of net revenues, compared to SG&A expenses of $12.9 million, or 24.6% of net revenues for the prior quarter and $13.9 million, or 24.3% of net revenues for first quarter 2005. The Company will continue to remain highly vigilant on operating expenses and reducing expenses sequentially as a percentage of revenues.
 

 
Net Loss
Net loss available to common stockholders per basic and diluted common share for first quarter 2006 was $(0.06) compared to $(0.47) for the prior quarter and $(0.29) for the first quarter 2005. This includes loss from continuing operations of $(4.2) million or $(0.06) loss per basic and diluted common share and income from discontinued operations of $0.2 million or $0.00 income per basic and diluted common share for the first quarter 2006. This compares to loss from continuing operations of $(6.3) million or $(0.13) loss per basic and diluted common share and loss from discontinued operations of $(21.8) million or $(0.34) loss per basic and diluted common share for the fourth quarter 2005. For the first quarter 2005, loss from continuing operations was $(3.8) million or $(0.23) loss per basic and diluted common share and loss from discontinued operations of $(1.2) million or $(0.06) loss per basic and diluted common share.

As of April 1, 2006, cash and cash equivalents and bank availability was approximately $10 million. During the first quarter of 2006 the Company’s capital expenditures were $0.8 million, reflecting the ongoing strategic improvements to technology, 1 location opening and selected remodeling.

First Quarter 2006 Business Highlights
§  
Acquired a leading medical office based oncology pharmacy in central Florida on January 26, 2006. Revenues from this location were $0.9 million for the quarter ended April 1, 2006.
§  
Reopened our distribution facility in Louisiana in mid-February to service our Valley Medical Supply business to physicians and other healthcare facilities.
§  
Completed installation of 5 kiosks in medical office buildings located in Connecticut to increase patient access to our pharmacies.
§  
Improved supply chain management to reach 5 day per week delivery of pharmaceuticals and related products directly to locations effective February 2006, improving our “in-stock” service to patients.
§  
Provided pharmacy services (prescriptions) to approximately 175,000 patients in the first quarter 2006 a sequential increase of 7,400 patients from 168,000 patients in the fourth quarter 2005.
§  
Completed opening and full implementation of additional employer sponsored location “Scotts Worksite PharmacySM”. 
§  
Hired new Chief Financial Officer (James Bologa) and created new Chief Operating Officer (James Searson) position to concentrate on overall operational management and metrics through improvements to supply chain management, pharmacy operations and financial performance throughout the organization.

2006 Strategic Outlook
DrugMax will continue to focus on organic growth as its primary avenue of achieving its financial targets in areas which the Company has identified to be the higher margin and higher revenue growth business lines. These areas include initiatives for Worksite PharmaciesSM, specialty pharmaceuticals, institutional pharmaceutical sales, and physician pharmaceutical distribution in pursuit of building an integrated pharmacy platform with a diversified and robust base of sales channels. The Company reaffirms its 25% sales growth target for full year 2006 and believes it has adequate cash and cash availability to finance its strategic initiatives of organic growth throughout 2006.

Ed Mercadante, R.Ph., Chairman and Chief Executive Officer of DrugMax, stated, “Our outlook for the remainder of 2006 remains positive. Our growth initiatives are beginning to perform well as can be seen through the revenue growth from our Worksite PharmaciesSM which generated $2.0 million during the quarter, representing an increase of over $1 million from Q1 2005. We are very positive on this part of the business as we add additional Worksite PharmaciesSM going forward. In addition, we hired key sales executives in March to lead our specialty pharmacy and institutional and assisted living sales and we expect to see a much more significant impact to our top line from these efforts throughout 2006. We remain confident that we have the right strategies in place to achieve our financial targets for 2006 and look forward to reporting our successes to you going forward.”
 

 
Additional information about DrugMax’s financial results is contained in the Form 10-Q for the three months ended April 1, 2006 that the Company expects to file on May 15, 2006 with the U.S. Securities and Exchange Commission.

Conference Call/ Audio Webcast
DrugMax will host a conference call today, May 15, 2006 at 2:00 p.m. Eastern Time to discuss the Company’s results for the first quarter and 2006 outlook.  To access the call, please dial (800) 901-5241 (International dial-in #: 617-786-2963) and enter the passcode 16405072.  The conference call will also be broadcast live over the Internet on the Company’s website at http://www.drugmax.com. If you are unable to participate at this time, a replay of the call will be available until May 22, 2006 at (888) 286-8010 (International dial-in #: 617-801-6888). Enter the passcode 75405338 to access the audio replay. The webcast will also be archived on the Company’s website at http://www.drugmax.com.

About DrugMax, Inc.

DrugMax, Inc. is a specialty pharmacy and medical specialty product provider formed by the merger on November 12, 2004 of DrugMax, Inc. and Familymeds Group, Inc. DrugMax works closely with doctors, patients, managed care providers, medical centers and employers to improve patient outcomes while delivering low cost and effective healthcare solutions. The Company is focused on building an integrated specialty drug platform through its pharmacy and specialty pharmaceutical operations. DrugMax operates 85 locations, including 7 franchised locations, in 14 states under the Familymeds Pharmacy and Arrow Pharmacy & Nutrition Center brand names. The Company also operates Worksite PharmacySM, which provides solutions for major employer groups, as well as specialty pharmaceutical distribution directly to physicians and other healthcare providers. The DrugMax platform is designed to provide services for the treatment of acute and complex health diseases including chronic medical conditions such as cancer, diabetes and pain management. The Company often serves defined population groups on an exclusive, closed panel basis to maintain costs and improve patient outcomes. DrugMax offers a comprehensive selection of brand name and generic pharmaceuticals, non-prescription healthcare-related products, and diagnostic supplies to its patients, physicians, clinics, long- term care and assisted living centers. More information about DrugMax can be found at http://www.drugmax.com. The Company's online product offering can be found at http://www.familymeds.com.

As previously disclosed in DrugMax’s Form 10-K for fiscal 2005, as amended, the opinion from its independent registered public accounting firm on its consolidated financial statements as of December 31, 2005 and January 1, 2005 and for each of the three years in the period ended December 31, 2005 was modified with respect to the substantial doubt surrounding DrugMax’s ability to continue as a going concern.

Safe Harbor Provisions

Certain oral statements made by management from time to time and certain statements contained in press releases and periodic reports issued by DrugMax, Inc., including those contained herein, that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are statements regarding the intent, belief or current expectations, estimates or projections of DrugMax, its directors or its officers about DrugMax and the industry in which it operates, and include among other items, statements regarding its first quarter revenues and gross margins, its business and growth strategies, its future profitability and its ability to continue as a going concern. Although DrugMax believes that its expectations are based on reasonable assumptions, it can give no assurance that the anticipated results will occur. When used in this report, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and similar expressions are generally intended to identify forward-looking statements. Important factors that could cause the actual results to differ materially from those in the forward-looking statements include, among other items, management's ability to successfully implement its business and growth strategies, including its ability to acquire other businesses, open new Worksite locations, and improve sales and profitability. DrugMax disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.



For more information, contact:

Cindy Berenson
DrugMax, Inc.
860.676.1222 x138
berenson@familymeds.com

Or

Brandi Piacente
The Piacente Group
212-481-2050
brandi@thepiacentegroup.com
 
 
 

 

DRUGMAX, INC. AND SUBSIDIARIES
   
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   
THREE MONTHS ENDED APRIL 1, 2006 and APRIL 2, 2005
   
(in thousands, except per share data)
   
(Unaudited)
   
 
   
Three Months Ended
 
   
April 1, 2006
 
April 2, 2005
 
           
NET REVENUES
 
$
56,040
 
$
57,201
 
             
COST OF SALES
   
45,125
   
45,258
 
               
Gross margin
   
10,915
   
11,943
 
               
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
   
12,987
   
13,943
 
               
DEPRECIATION AND AMORTIZATION EXPENSE
   
838
   
1,202
 
               
OPERATING LOSS
   
(2,910
)
 
(3,202
)
               
OTHER INCOME (EXPENSE):
             
Interest expense
   
(1,396
)
 
(763
)
Interest income
   
10
   
10
 
Other income
   
59
   
186
 
               
Total other expense, net
   
(1,327
)
 
(567
)
               
Net loss from continuing operations
   
(4,237
)
 
(3,769
)
Net income (loss) from discontinued operations
   
181
   
(1,226
)
NET LOSS
   
(4,056
)
 
(4,995
)
               
DrugMax preferred stock dividends
   
-
   
(632
)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
 
$
(4,056
)
$
(5,627
)
               
               
BASIC AND DILUTED LOSS PER COMMON SHARE:
             
Loss from continuing operations available to common shareholders
 
$
(0.06
)
$
(0.23
)
Loss from discontinued operations
   
-
   
(0.06
)
Net loss available to Common Shareholders
 
$
(0.06
)
$
(0.29
)
WEIGHTED AVERAGE SHARES OUTSTANDING:
             
Basic and Diluted Shares
   
65,874
   
19,653
 
 
 
 

 

DRUGMAX, INC. AND SUBSIDIARIES
     
CONSENSED CONSOLIDATED BALANCE SHEETS
     
APRIL 1, 2006 AND DECEMBER 31, 2005
     
(in thousands)
     
 
   
(Unaudited)
     
ASSETS
 
April 1, 2006
 
December 31, 2005
 
           
CURRENT ASSETS:
             
Cash and cash equivalents
 
$
6,458
 
$
6,681
 
Trade receivables, net
   
11,287
   
12,855
 
Inventories
   
29,805
   
30,631
 
Prepaid expenses and other current assets
   
2,181
   
2,487
 
 
             
Total current assets
   
49,731
   
52,654
 
               
PROPERTY AND EQUIPMENT, Net
   
5,450
   
4,959
 
               
GOODWILL
   
1,355
   
1,355
 
               
INTANGIBLE ASSETS, Net
   
4,293
   
4,852
 
               
OTHER NONCURRENT ASSETS
   
316
   
207
 
               
TOTAL ASSETS
 
$
61,145
 
$
64,027
 
               
LIABILITIES AND STOCKHOLDERS’ DEFICIT
             
               
CURRENT LIABILITIES
             
Revolving credit facility
 
$
36,384
 
$
36,251
 
Promissory notes payable
   
496
   
915
 
Accounts payable and accrued expenses
   
16,048
   
15,114
 
Current portion of notes payable
   
4,721
   
4,721
 
               
Total current liabilities
   
57,649
   
57,001
 
               
NOTES PAYABLE
   
17,669
   
18,184
 
               
OTHER LONG-TERM LIABILITIES
   
88
   
135
 
               
COMMITMENTS AND CONTINGENCIES
             
               
STOCKHOLDERS’ DEFICIT
   
(14,261
)
 
(11,293
)
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
61,145
 
$
64,027
 
 
 
 

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