0001564590-19-029371.txt : 20190806 0001564590-19-029371.hdr.sgml : 20190806 20190806161934 ACCESSION NUMBER: 0001564590-19-029371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190806 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190806 DATE AS OF CHANGE: 20190806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOTSPOTTER, INC CENTRAL INDEX KEY: 0001351636 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 470949915 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38107 FILM NUMBER: 191002342 BUSINESS ADDRESS: STREET 1: 7979 GATEWAY BLVD., STE. 210 CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: (510) 794-3100 MAIL ADDRESS: STREET 1: 7979 GATEWAY BLVD., STE. 210 CITY: NEWARK STATE: CA ZIP: 94560 FORMER COMPANY: FORMER CONFORMED NAME: SHOTSPOTTER INC DATE OF NAME CHANGE: 20110517 FORMER COMPANY: FORMER CONFORMED NAME: Shotspotter Inc DATE OF NAME CHANGE: 20060131 8-K 1 ssti-8k_20190806.htm 8-K ssti-8k_20190806.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 6, 2019

 

ShotSpotter, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38107

47-0949915

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

7979 Gateway Blvd., Suite 210

Newark, California

 

94560

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 794-3100

Not Applicable

(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 (see General Instructions A.2. below):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.005 per share

SSTI

The Nasdaq Capital Market

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).

Emerging growth company 

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.

 

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2019, ShotSpotter, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2019. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

 

Description

 

 

 

99.1

 

Press release dated August 6, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 thereunto duly authorized.

 

 

 

ShotSpotter, Inc.

 

 

 

 

Date:  August 6, 2019

 

By:

/s/ Ralph A. Clark

 

 

 

Ralph A. Clark

 

 

 

President and Chief Executive Officer

 

3

 

EX-99.1 2 ssti-ex991_6.htm EX-99.1 ssti-ex991_6.htm

Exhibit 99.1

 

 

ShotSpotter Reports Second Quarter 2019 Financial Results

 

Achieves Record Quarterly Revenue and Record Quarterly GAAP Net Income

 

NEWARK, CA – August 6, 2019 – ShotSpotter, Inc. (NASDAQ: SSTI), the leader in gunshot detection solutions that help law enforcement officials and security personnel identify, locate and deter gun violence, today reported financial results for the second quarter ended June 30, 2019.

 

Second Quarter 2019 Financial and Operational Highlights

 

Revenues increased 15% to $10.3 million, up from $8.9 million for the second quarter of 2018.

 

Gross profit margin increased by 2% points to 58% from 56% for the second quarter of 2018.

 

Net income totaled $387,000, an improvement from a net loss of $369,000 for the second quarter of 2018.

 

Adjusted EBITDA1 totaled $2.4 million, which almost doubled from $1.2 million for the second quarter of 2018.

 

Added 25 net new “go-live” square miles of coverage during the quarter.  

 

Revenue guidance reduced to a range of $42 million to $44.5 million.

 

 

(1)

See the section below titled “Non-GAAP Financial Measures” for more information about adjusted EBITDA, and its reconciliation to GAAP net income (loss).

 

Management Commentary

“In the second quarter of 2019, we continued to build momentum for future growth and made tangible progress on many of our long-term strategic objectives,” said Ralph Clark, CEO of ShotSpotter. “From a financial perspective, the period was highlighted by another double-digit increase in revenues, a substantial sequential and year-over-year improvement in adjusted EBITDA, as well as a return to GAAP profitability, all of which reflect the expanding leverage in our operating model. More specifically, the return to GAAP profitability in the second quarter puts us well on track to achieve GAAP profitability for the full year 2019.

 

“Operationally, we added 25 go-live miles in the quarter, which consists of an existing customer expansion as well as five new city deployments. We also generated initial revenues from ShotSpotter Labs, which focuses on wildlife protection. We continue to make solid progress in building a robust international sales pipeline, which we believe will have a significant impact on next year’s results. While it is hard to predict the timing of contracts in new markets, with the demand we are seeing for Flex both internationally and domestically, along with our expanding pipeline for Missions, we believe we will continue delivering revenue and adjusted EBITDA growth and GAAP profitability for the balance of the year, and will be well-positioned for accelerating growth in 2020.”  

 


Second Quarter 2019 Financial Results

Revenues for the second quarter of 2019 increased 15% to $10.3 million from $8.9 million for the same period in 2018. The increase in revenues was due to growth in the number of miles covered, which was driven by expanded deployments with current customers as well as the addition of new customers.

 

Gross profit for the second quarter of 2019 increased 20% to $6.0 million (58% of revenues) from $5.0 million (56% of revenues) for the same period in 2018.

 

Total operating expenses for the second quarter of 2019 increased 8% to $5.7 million from $5.3 million for the same period last year. The increase in operating expenses was primarily due to higher sales and marketing expenses related to expanded marketing initiatives and growth of the company’s customer success team. Management expects operating expenses to increase moderately on a dollar basis in all expense categories for the remainder of 2019.

 

Net income totaled $387,000 or $0.03 per share (based on 11.4 million basic and 12.0 million diluted weighted average shares outstanding), an improvement from net loss of $369,000 or $(0.03) per share (based on 10.6 million basic and diluted weighted average shares outstanding) for the same period in 2018.  

 

Adjusted EBITDA for the second quarter of 2019 totaled $2.4 million, which almost doubled from an adjusted EBITDA of $1.2 million in the same period last year.

 

Financial Outlook

The company is reducing its full year revenue outlook to reflect the timing uncertainty of closing certain contracts, primarily in new international markets. For the full year of 2019, the company now expects revenues of $42 million to $44.5 million compared to its previous guidance of $44.5 million to $45.5 million, with approximately 24% year-over-year revenue growth at the midpoint of the new range. There is no change to the company’s expectation of GAAP profitability for the full year of 2019.  

The company’s financial outlook statements are based on current expectations. The preceding statements are forward-looking, and actual results could differ materially depending on market conditions and the factors set forth under “Safe Harbor Statement” below.  

 

Conference Call

ShotSpotter will hold a conference call today (August 6, 2019) at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss these results and provide an update on business conditions.

 

ShotSpotter management will host the presentation, followed by a question and answer period.

 

Date: Tuesday, August 6, 2019

Time: 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time)

U.S. dial-in: 1-877-451-6152

International dial-in: 1-201-389-0879

Conference ID: 13692464

 

The conference call will be broadcast simultaneously and available for replay via the investor section of the company’s website at www.shotspotter.com.

 


Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact ShotSpotter’s investor relations team at 1-949-574-3860.

 

A replay of the call will be available after 7:30 p.m. Eastern Time on the same day through September 6, 2019.

 

U.S. replay dial-in: 1-844-512-2921

International replay dial-in: 1-412-317-6671

Replay ID: 13692464



Non-GAAP Financial Measures

Adjusted EBITDA: ShotSpotter discloses the following non-GAAP financial measure in this release and the earnings call referencing this press release: Adjusted EBITDA, which represents the company’s net income or loss before interest (income) expense, income taxes, depreciation and amortization and stock-based compensation expense. Adjusted EBITDA is a measure used by management internally to understand and evaluate the company’s core operating performance and trends across accounting periods and in connection with developing future operating plans, making strategic decisions regarding the allocation of capital and considering initiatives focused on cultivating new markets for our solutions. In particular, the exclusion of these expenses in calculating adjusted EBITDA facilitates comparisons of the company’s operating performance on a period-to-period basis.

ShotSpotter believes adjusted EBITDA also provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. For example, ShotSpotter adjusts EBITDA for stock-based compensation expense because that expense often varies for reasons that are generally unrelated to financial and operational performance in any particular period. Stock-based compensation is utilized by ShotSpotter to attract and retain employees with a goal of long-term retention and the alignment of employee interests with those of the Company and its stockholders, rather than to address operational performance for any particular period.    

Adjusted EBITDA is not a measure calculated in accordance with GAAP. Accordingly, use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of ShotSpotter’s financial results as reported under GAAP. Some of these limitations are: (1) adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; and (2) other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, which reduces the usefulness of the metric as a comparative measure. Because of these and other limitations, you should consider adjusted EBITDA alongside our GAAP-based financial performance measures, in particular net income or loss, and our other GAAP financial results.

The following table presents a reconciliation of adjusted EBITDA to net income or loss, the most directly comparable GAAP measure, for each of the periods indicated:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

 

 

2018

 

 

2019

 

 

 

 

2018

 

GAAP net income (loss)

 

$

387

 

 

 

 

$

(369

)

 

$

25

 

 

 

 

$

(1,586

)

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

(171

)

 

 

 

 

(22

)

 

 

(204

)

 

 

 

 

(49

)

Income taxes

 

 

22

 

 

 

 

 

18

 

 

 

40

 

 

 

 

 

44

 

Depreciation and amortization

 

 

1,245

 

 

 

 

 

958

 

 

 

2,402

 

 

 

 

 

1,775

 

Stock-based compensation expense

 

 

905

 

 

 

 

 

648

 

 

 

1,659

 

 

 

 

 

1,075

 

Adjusted EBITDA

 

$

2,388

 

 

 

 

$

1,233

 

 

$

3,922

 

 

 

 

$

1,259

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the company’s business plans, international expansion, expectations regarding future sales and expenses, our ability to act opportunistically on strategic M&A opportunities and expand our SaaS platform into adjacent growth markets, our ability to capitalize on market opportunities, the ability to achieve near and long-term growth and profitability objectives, and revenue and net income expectations and GAAP profitability guidance for 2019. Words such as "expect," "anticipate," "should," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking


statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the company’s control. The company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the company’s ability to maintain and increase sales; the availability of funding for the company’s customers to purchase the company’s solutions; the complexity, expense and time associated with contracting with government entities; the company’s ability to maintain and expand coverage of existing public safety customer accounts and further penetrate the public safety market; the company’s ability to sell its solutions into international and other new markets; the lengthy sales cycle for the company’s solutions; changes in federal funding available to support local law enforcement; the company’s ability to deploy and deliver its solutions; and the company’s ability to maintain and enhance its brand, as well as other risk factors included in the company’s most recent annual report on Form 10-K and other SEC filings. These forward-looking statements are made as of the date of this press release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Except as required by law, the company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

 

About ShotSpotter, Inc.

ShotSpotter (NASDAQ: SSTI) provides precision-policing solutions for law enforcement to help deter gun violence and make cities, campuses and facilities safer. The company’s flagship product, ShotSpotter® Flex™, is the leading gunshot detection, location and forensic system trusted by over 100 cities. ShotSpotter® Missions™ uses artificial intelligence-driven analysis to help strategically plan patrol missions and tactics for maximum crime deterrence. ShotSpotter has been designated a Great Place to Work® Company.

 

Company Contact:

Alan Stewart, CFO

ShotSpotter, Inc.

+1 (510) 794-3100

astewart@shotspotter.com

 

Investor Relations Contacts:

Matt Glover

Gateway Investor Relations

+1 (949) 574-3860

SSTI@gatewayir.com

 

JoAnn Horne

Market Street Partners

+1 (415) 445-3240

jhorne@marketstreetpartners.com

 

 



ShotSpotter, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Revenues

 

$

10,260

 

 

$

8,927

 

 

$

19,853

 

 

$

15,834

 

Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

4,277

 

 

 

3,589

 

 

 

8,281

 

 

 

6,897

 

Impairment of property and equipment

 

 

 

 

 

361

 

 

 

 

 

 

361

 

Total costs

 

 

4,277

 

 

 

3,950

 

 

 

8,281

 

 

 

7,258

 

     Gross profit

 

 

5,983

 

 

 

4,977

 

 

 

11,572

 

 

 

8,576

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

2,439

 

 

 

2,195

 

 

 

5,068

 

 

 

3,749

 

Research and development

 

 

1,374

 

 

 

1,255

 

 

 

2,668

 

 

 

2,491

 

General and administrative

 

 

1,880

 

 

 

1,824

 

 

 

3,866

 

 

 

3,852

 

Total operating expenses

 

 

5,693

 

 

 

5,274

 

 

 

11,602

 

 

 

10,092

 

Operating income (loss)

 

 

290

 

 

 

(297

)

 

 

(30

)

 

 

(1,516

)

Other income (expense), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

171

 

 

 

22

 

 

 

204

 

 

 

49

 

Other expense, net

 

 

(52

)

 

 

(76

)

 

 

(109

)

 

 

(75

)

Total other income (expense), net

 

 

119

 

 

 

(54

)

 

 

95

 

 

 

(26

)

Income (loss) before income taxes

 

 

409

 

 

 

(351

)

 

 

65

 

 

 

(1,542

)

Provision for income taxes

 

 

22

 

 

 

18

 

 

 

40

 

 

 

44

 

Net income (loss)

 

$

387

 

 

$

(369

)

 

$

25

 

 

$

(1,586

)

Net income (loss) per share, basic

 

$

0.03

 

 

$

(0.03

)

 

$

0.00

 

 

$

(0.15

)

Net income (loss) per share, diluted

 

$

0.03

 

 

$

(0.03

)

 

$

0.00

 

 

$

(0.15

)

Weighted average shares used in computing net income (loss) per share, basic

 

 

11,365,472

 

 

 

10,589,038

 

 

 

11,186,371

 

 

 

10,329,874

 

Weighted average shares used in computing net income (loss) per share, diluted

 

 

11,973,476

 

 

 

10,589,038

 

 

 

11,857,346

 

 

 

10,329,874

 

 

 

 

 

 

 



ShotSpotter, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

27,432

 

 

$

10,218

 

Accounts receivable and unbilled revenue

 

 

8,967

 

 

 

15,267

 

Prepaid expenses and other current assets

 

 

2,202

 

 

 

1,527

 

Restricted cash

 

 

 

 

 

60

 

Total current assets

 

 

38,601

 

 

 

27,072

 

Property and equipment, net

 

 

16,834

 

 

 

16,504

 

Operating lease right-of-use asset

 

 

697

 

 

 

 

Goodwill

 

 

1,379

 

 

 

1,379

 

Intangible assets, net

 

 

237

 

 

 

242

 

Other assets

 

 

1,596

 

 

 

1,922

 

Total assets

 

$

59,344

 

 

$

47,119

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,099

 

 

$

1,307

 

Deferred revenue, short-term

 

 

21,988

 

 

 

23,102

 

Accrued expenses and other current liabilities

 

 

4,209

 

 

 

4,427

 

Total current liabilities

 

 

27,296

 

 

 

28,836

 

Deferred revenue, long-term

 

 

1,133

 

 

 

1,060

 

Other liabilities

 

 

467

 

 

 

76

 

Total liabilities

 

 

28,896

 

 

 

29,972

 

Stockholders' equity

 

 

 

 

 

 

 

 

Common stock

 

 

57

 

 

 

55

 

Additional paid-in capital

 

 

127,870

 

 

 

114,618

 

Accumulated deficit

 

 

(97,352

)

 

 

(97,377

)

Accumulated other comprehensive loss

 

 

(127

)

 

 

(149

)

Total stockholders' equity

 

 

30,448

 

 

 

17,147

 

Total liabilities and stockholders' equity

 

$

59,344

 

 

$

47,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

ShotSpotter, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

25

 

 

$

(1,586

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

2,402

 

 

 

1,775

 

Impairment of property and equipment

 

 

 

 

 

361

 

Stock-based compensation

 

 

1,659

 

 

 

1,075

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

6,299

 

 

 

(2,431

)

Prepaid expenses and other assets

 

 

(621

)

 

 

(568

)

Accounts payable

 

 

(514

)

 

 

1,105

 

Accrued expenses and other current liabilities

 

 

(510

)

 

 

(702

)

Deferred revenue

 

 

(1,049

)

 

 

134

 

Net cash provided by (used in) operating activities

 

 

7,691

 

 

 

(837

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(2,363

)

 

 

(5,643

)

Investment in intangible and other assets

 

 

(39

)

 

 

(26

)

Net cash used in investing activities

 

 

(2,402

)

 

 

(5,669

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock upon secondary offering

 

 

11,247

 

 

 

 

Payments of offering costs

 

 

(445

)

 

 

 

Proceeds from exercise of stock options

 

 

348

 

 

 

451

 

Proceeds from exercise of warrants

 

 

51

 

 

 

989

 

Proceeds from employee stock purchase plan

 

 

642

 

 

 

421

 

Net cash provided by financing activities

 

 

11,843

 

 

 

1,861

 

Increase (decrease) in cash, cash equivalents and restricted cash

 

 

17,132

 

 

 

(4,645

)

Effect of exchange rate on cash and cash equivalents

 

 

22

 

 

 

(81

)

Cash, cash equivalents and restricted cash at beginning of year

 

 

10,278

 

 

 

19,597

 

Cash, cash equivalents and restricted cash at end of period

 

$

27,432

 

 

$

14,871

 

 

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