0001104659-14-055504.txt : 20140731 0001104659-14-055504.hdr.sgml : 20140731 20140731163058 ACCESSION NUMBER: 0001104659-14-055504 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140731 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140731 DATE AS OF CHANGE: 20140731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BioTelemetry, Inc. CENTRAL INDEX KEY: 0001574774 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 462568498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55039 FILM NUMBER: 141006655 BUSINESS ADDRESS: STREET 1: 227 WASHINGTON STREET #210 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 610-729-7000 MAIL ADDRESS: STREET 1: 227 WASHINGTON STREET #210 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 8-K 1 a14-18125_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): July 31, 2014

 

BioTelemetry, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-55039

 

46-2568498

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1000 Cedar Hollow Road
Malvern, Pennsylvania

 

19355

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (610) 729-7000

 

 

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:

 

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)

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

o  Pre-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 July 31, 2014, the Company announced its financial results for the second quarter ended June 30, 2014.  Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.  A copy of the press release is included herewith as Exhibit 99.1.

 

Item 9.01

 

Financial Statements and Exhibits.

 

(d)

 

Exhibits.

 

Exhibit Number

 

Exhibit Title

99.1

 

Press Release by the Company, dated July 31, 2014

 

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.

 

 

 

 

CardioNet, Inc.

 

 

 

 

 

July 31, 2014

By:

/s/ Heather Getz

 

 

 

 

 

Name: Heather Getz, CPA

 

 

Title: Chief Financial Officer

 

3



 

Exhibit Index

 

Exhibit Number

 

Exhibit Title

99.1

 

Press Release by the Company, dated July 31, 2014

 

4


EX-99.1 2 a14-18125_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Contact:

BioTelemetry, Inc.

 

Heather C. Getz

 

Investor Relations

 

800-908-7103

 

investorrelations@biotelinc.com

 

BioTelemetry, Inc. Reports Second Quarter 2014 Financial Results

 

Malvern, PA — (GLOBE NEWSWIRE) — July 31, 2014 — BioTelemetry, Inc. (NASDAQ:BEAT), the leading wireless medical technology company focused on the delivery of health information to improve quality of life and reduce cost of care, today reported results for the second quarter ended June 30, 2014.

 

Company Highlights

 

·                  Revenue increased 33% to $42.7 million, the highest quarterly revenue in the Company’s history

·                  Serviced over 135,000 patients in the quarter, doubling our prior year volume

·                  Generated positive adjusted EBITDA of $5.1 million

·                  Completed the acquisition of the cardiac patient services business of Biomedical Systems, Corp. (“BMS”)

·                  Completed the acquisition of the assets of Radcore Lab, LLC, an imaging core lab

·                  Reached an agreement in principle for a potential settlement with the Department of Justice

 

President and CEO Commentary

 

Joseph Capper, President and Chief Executive Officer of BioTelemetry, Inc., commented: “We are pleased to report our successful second quarter results in which we recognized $42.7 million of revenue and we serviced over 135,000 patients, which is more than twice the volume of the second quarter of 2013 and the highest quarterly volume and revenue in the history of the Company.  These results were attributable to strong organic volume growth of 16% and our acquisitions of BMS and Mednet, which provide us broader access to established physician relationships.  We also continue to make progress with our product development, highlighted by the expected launch of our new low-cost Holter device in the fourth quarter of this year and our cutting edge next generation MCOTTM device in 2015.  Our Research Services business continues to gain momentum with the recent addition of two of the largest studies in the Company’s history and significant growth in the Company’s backlog.  The acquisition of Radcore Lab, an imaging core lab, allows us to offer our clinical research customers access to an expanded range of services.

 

“We also reached an agreement in principle for a settlement of $6.4 million with the U.S. Department of Justice in connection with the Civil Investigative Demand that we received in 2011, subject to negotiation of a final agreement.  We are looking forward to having this matter resolved.

 



 

“Our positive second quarter was the direct result of our ability to deliver on our three core strategic objectives: to solidify our leadership position in cardiac monitoring, establish a leading research services business and leverage our existing infrastructure in new markets.  As a result, we were able to deliver solid revenue growth and an improved operating margin, while continuing to foster new growth opportunities.  We are excited about our future prospects and look forward to delivering strong results.”

 

Second Quarter Financial Results

 

Revenue for the second quarter 2014 was $42.7 million, an increase of 32.8% compared to $32.1 million in the second quarter 2013.  Total revenue increased $10.5 million due to an increase in patient services revenue of $9.3 million and an increase in product sales of $1.3 million.  Approximately $8.4 million of the total increase was related to acquisitions.  The remaining increase was due to organic volume growth which was partially offset by the previously announced price reduction from Medicare, and related contracts.  For the three months ended June 30, 2014, patient revenue was comprised of 40% Medicare and 60% commercial.

 

Gross profit for the second quarter 2014 increased to $23.6 million, or 55.4% of revenue, compared to $19.5 million, or 60.7% of revenue, in the second quarter of 2013.  Gross profit for the second quarter 2014 on an adjusted basis was $23.9 million, or 56.1% of revenue, excluding $0.3 million related to restructuring and other charges.  This compares to gross profit for the second quarter 2013 on an adjusted basis of $19.8 million, or 61.5% of revenue, excluding $0.3 million related to restructuring and other charges.  The decrease in the gross profit percentage was related to the acquisitions, including the impact of a lower margin patient mix of 350 basis points and the impact of integration related activities of 130 basis points that will not reoccur.  The benefit from the organic patient growth was substantially offset by the reduction in reimbursement rates.

 

On a GAAP basis, operating expenses for the second quarter 2014 were $24.0 million, an increase of 10.5% compared to $21.7 million in the second quarter 2013.  On an adjusted basis, operating expenses for the second quarter were $23.0 million, a 20.3% increase compared to $19.1 million for the prior year quarter.  These adjusted operating expenses exclude $1.0 million in the second quarter 2014 primarily due to integration activities, patent litigation and legal fees related to the Civil Investigative Demand and $2.5 million in the second quarter 2013 primarily related to patent litigation and integration activities.  The increase in adjusted operating expense was driven by the addition of Mednet and BMS.  Adjusted operating expense in the base business was essentially flat.

 

On a GAAP basis, interest and other loss, net for the second quarter 2014 was $3.6 million, compared to $0.1 million in the second quarter of 2013.  During the first quarter 2014, the Company began negotiations for a potential settlement with the Department of Justice regarding the outstanding Civil Investigative Demand issued in August 2011.  As a result, the Company recorded an estimated reserve of $3.3 million as a non-operating charge in the second quarter 2014.  This is in addition to the $3.1 million reserve recorded for this matter in the first quarter 2014.  Excluding this reserve, interest and other loss, net for the second quarter was $0.3 million, a slight increase compared to the prior year due to the addition of debt and capital leases.

 

On a GAAP basis, net loss for the second quarter 2014 was $4.0 million, or a loss of $0.15 per diluted share, compared to a net loss of $2.3 million, or a loss of $0.09 per diluted share, for the second quarter 2013.  Excluding expenses related to restructuring and other charges, including the $3.3 million reserve for the potential settlement with the Department of Justice, adjusted net income for the second quarter 2014 was $0.6 million, or income of $0.02 per diluted share.  This compares to adjusted net income of $0.6 million, or income of $0.02 per diluted share, for the second quarter 2013, which excludes the impact of restructuring and other charges.

 



 

Liquidity

 

As of June 30, 2014, total cash was $13.5 million, a decrease of $8.6 million compared to December 31, 2013.  The significant uses of cash during the second quarter 2014 included $3.8 million for capital expenditures, primarily for medical devices and the development of a new Patient Services operating system.  Consolidated days sales outstanding were 50 days, in-line with year-end 2013.

 

Conference Call

 

BioTelemetry, Inc. will host an earnings conference call on Thursday, July 31, 2014, at 5:00 PM Eastern Time.  The call will be simultaneously webcast on the investor information page of our website, www.biotelinc.com.  The call will be archived on our website for two weeks.

 

About BioTelemetry

 

BioTelemetry, Inc., formerly known as CardioNet, Inc., is the leading wireless medical technology company focused on the delivery of health information to improve quality of life and reduce cost of care.  The Company currently provides cardiac monitoring services, original equipment manufacturing with a primary focus on cardiac monitoring devices and centralized cardiac core laboratory services.  More information can be found at www.biotelinc.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This document includes certain forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995.  These statements may be identified by words such as “expect,” “anticipate,” “estimate,” “intend,” “plan,” “believe,” “promises” and other words and terms of similar meaning.  Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including important factors that could delay, divert, or change any of these expectations, and could cause actual outcomes and results to differ materially from current expectations.  These factors include, among other things, our ability to successfully integrate the Mednet, Biomedical Systems and Radcore businesses into our business and the effect such acquisitions will have on our results of operation, our ability to successfully negotiate a settlement to the Department of Justice investigation prior to any judicial action, effectiveness of our cost savings initiatives, relationships with our government and commercial payors, changes to insurance coverage and reimbursement levels for our products, the success of our sales and marketing initiatives, our ability to attract and retain talented executive management and sales personnel, our ability to identify acquisition candidates, acquire them on attractive terms and integrate their operations into our business, the commercialization of new products, market factors, internal research and development initiatives, partnered research and development initiatives, competitive product development, changes in governmental regulations and legislation, the continued consolidation of payors, acceptance of our new products and services, patent protection, adverse regulatory action, and litigation success.  For further details and a discussion of these and other risks and uncertainties, please see our public filings with the Securities and Exchange Commission, including our latest periodic reports on Form 10-K and 10-Q.  We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 



 

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

 

 

 

Three Months Ended

 

 

 

(unaudited)

 

 

 

June 30,
2014

 

June 30,
2013

 

 

 

 

 

 

 

Revenue

 

$

42,650

 

$

32,104

 

Cost of revenue

 

19,037

 

12,608

 

Gross profit

 

23,613

 

19,496

 

Gross profit %

 

55.4

%

60.7

%

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

General and administrative expense

 

11,139

 

9,077

 

Sales and marketing expense

 

7,172

 

6,267

 

Bad debt expense

 

2,745

 

1,967

 

Research and development expense

 

1,958

 

1,882

 

Integration, restructuring and other charges

 

1,000

 

2,541

 

Total operating expenses

 

24,014

 

21,734

 

 

 

 

 

 

 

Loss from operations

 

(401

)

(2,238

)

Interest and other (loss), net

 

(3,587

)

(61

)

 

 

 

 

 

 

Loss before income taxes

 

(3,988

)

(2,299

)

Benefit from income taxes

 

 

 

Net loss

 

$

(3,988

)

$

(2,299

)

 

 

 

 

 

 

Loss per Share:

 

 

 

 

 

Basic

 

$

(0.15

)

$

(0.09

)

Diluted

 

$

(0.15

)

$

(0.09

)

 

 

 

 

 

 

Weighted Average Shares Outstanding:

 

 

 

 

 

Basic

 

26,434

 

25,537

 

Diluted

 

26,434

 

25,537

 

 



 

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

 

 

 

Six Months Ended

 

 

 

(unaudited)

 

 

 

June 30,
2014

 

June 30,
2013

 

 

 

 

 

 

 

Revenue

 

$

79,812

 

$

64,522

 

Cost of revenue

 

34,555

 

25,481

 

Gross profit

 

45,257

 

39,041

 

Gross profit %

 

56.7

%

60.5

%

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

General and administrative expense

 

21,911

 

18,605

 

Sales and marketing expense

 

14,612

 

13,029

 

Bad debt expense

 

5,104

 

4,434

 

Research and development expense

 

3,747

 

3,502

 

Integration, restructuring and other charges

 

3,980

 

3,743

 

Total operating expenses

 

49,354

 

43,313

 

 

 

 

 

 

 

Loss from operations

 

(4,097

)

(4,272

)

Interest and other (loss), net

 

(6,858

)

(114

)

 

 

 

 

 

 

Loss before income taxes

 

(10,955

)

(4,386

)

Benefit from income taxes

 

2,845

 

 

Net loss

 

$

(8,110

)

$

(4,386

)

 

 

 

 

 

 

Loss per Share:

 

 

 

 

 

Basic

 

$

(0.31

)

$

(0.17

)

Diluted

 

$

(0.31

)

$

(0.17

)

 

 

 

 

 

 

Weighted Average Shares Outstanding:

 

 

 

 

 

Basic

 

26,272

 

25,370

 

Diluted

 

26,272

 

25,370

 

 



 

Summary Financial Data

(In Thousands)

 

 

 

June 30,
2014

 

December 31,
2013

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

Cash and investments

 

$

13,546

 

$

22,151

 

Patient accounts receivable, net

 

15,702

 

11,437

 

Other accounts receivable, net

 

7,877

 

5,680

 

Days sales outstanding

 

50

 

47

 

Working capital

 

5,941

 

25,215

 

Total assets

 

118,409

 

87,546

 

Total debt

 

17,636

 

 

Total shareholders’ equity

 

62,700

 

66,829

 

 



 

Reconciliation of Non-GAAP Financial Measures

(In Thousands, Except Per Share Amounts)

 

In accordance with Regulation G of the Securities and Exchange Commission, the table set forth below reconciles certain financial measures used in this press release that were not calculated in accordance with generally accepted accounting principles, or GAAP, with the most directly comparable financial measure calculated in accordance with GAAP.

 

 

 

Three Months Ended

 

 

 

(unaudited)

 

 

 

June 30,
2014

 

June 30,
2013

 

Operating loss — GAAP

 

$

(401

)

$

(2,238

)

Nonrecurring charges (a)

 

1,320

 

2,859

 

Adjusted operating income (loss)

 

$

919

 

$

621

 

Net loss — GAAP

 

$

(3,988

)

$

(2,299

)

Nonrecurring charges (b)

 

4,626

 

2,859

 

Adjusted net income (loss)

 

$

638

 

$

560

 

 

 

 

 

 

 

Loss per diluted share — GAAP

 

$

(0.15

)

$

(0.09

)

Nonrecurring charges per share (b)

 

0.17

 

0.11

 

Adjusted earnings (loss) per diluted share

 

$

0.02

 

$

0.02

 

 


(a)         In the second quarter of 2014, the Company incurred $1.0 million of integration, restructuring and other charges primarily related to the integration of the Company’s recent acquisitions and legal fees for patent litigation and the Civil Investigative Demand.  The Company also incurred $0.3 million of other expense for duplicative labor due to the planned relocation of certain business functions.  In the second quarter of 2013, the Company incurred $2.5 million related to integration, restructuring and other charges primarily related to patent litigation, $0.3 million of other expense for duplicative labor due to the relocation of certain business functions and $0.1 million for the forfeiture and acceleration of certain options.

(b)         In addition to the $1.3 million of nonrecurring charges incurred in the second quarter 2014, the Company recorded a non-operating charge of $3.3 million for the potential settlement with the Department of Justice.

 

 

 

Three Months Ended

 

 

 

(unaudited)

 

 

 

June 30,
2014

 

June 30,
2013

 

 

 

 

 

 

 

Cash provided (used) by operating activities

 

$

5,929

 

$

2,505

 

Capital expenditures

 

(3,751

)

(1,586

)

Free cash flow

 

$

2,178

 

$

919

 

 

 

 

Three Months Ended

 

 

 

(unaudited)

 

 

 

June 30,
2014

 

June 30,
2013

 

 

 

 

 

 

 

Operating loss — GAAP

 

$

(401

)

$

(2,238

)

Nonrecurring charges

 

1,320

 

2,859

 

Depreciation and amortization expense

 

3,242

 

2,736

 

Stock compensation expense

 

965

 

957

 

Adjusted EBITDA

 

$

5,126

 

$

4,314

 

 



 

Reconciliation of Non-GAAP Financial Measures

(In Thousands, Except Per Share Amounts)

 

In accordance with Regulation G of the Securities and Exchange Commission, the table set forth below reconciles certain financial measures used in this press release that were not calculated in accordance with generally accepted accounting principles, or GAAP, with the most directly comparable financial measure calculated in accordance with GAAP.

 

 

 

Six Months Ended

 

 

 

(unaudited)

 

 

 

June 30,
2014

 

June 30,
2013

 

Operating loss — GAAP

 

$

(4,097

)

$

(4,272

)

Nonrecurring charges (a)

 

4,300

 

4,235

 

Adjusted operating income (loss)

 

$

203

 

$

(37

)

Net loss — GAAP

 

$

(8,110

)

$

(4,386

)

Nonrecurring charges (b)

 

7,830

 

4,235

 

Adjusted net loss

 

$

(280

)

$

(151

)

 

 

 

 

 

 

Loss per diluted share — GAAP

 

$

(0.31

)

$

(0.17

)

Nonrecurring charges per share (b)

 

0.30

 

0.16

 

Adjusted loss per diluted share

 

$

(0.01

)

$

(0.01

)

 


(a)         In the first six months of 2014, the Company incurred $4.0 million of integration, restructuring and other charges primarily due to legal fees related to patent litigation and the Civil Investigative Demand, as well as acquisition and integration related charges for Mednet and BMS.  The Company also incurred $0.3 million of other expense for duplicative labor due to the planned relocation of certain business functions.  In the first six months of 2013, the Company incurred $3.7 million related to integration, restructuring and other charges primarily due to patent litigation, integration costs and costs associated with the creation of the Company’s holding company structure.  The Company also incurred $0.3 million of other expense for duplicative labor due to the relocation of certain business functions and $0.1 million for the forfeiture and acceleration of certain options.

(b)         In addition to the $4.3 million of nonrecurring charges incurred in the second quarter 2014, the Company recorded a non-operating charge of $3.3 million for the potential settlement with the Department of Justice.

 

 

 

Six Months Ended

 

 

 

(unaudited)

 

 

 

June 30,
2014

 

June 30,
2013

 

 

 

 

 

 

 

Cash provided (used) by operating activities

 

$

3,869

 

$

4,162

 

Capital expenditures

 

(7,610

)

(3,425

)

Free cash flow

 

$

(3,741

)

$

737

 

 

 

 

Six Months Ended

 

 

 

(unaudited)

 

 

 

June 30,
2014

 

June 30,
2013

 

 

 

 

 

 

 

Operating loss — GAAP

 

$

(4,097

)

$

(4,272

)

Nonrecurring charges

 

4,300

 

4,235

 

Depreciation and amortization expense

 

5,995

 

5,744

 

Stock compensation expense

 

1,968

 

1,574

 

Adjusted EBITDA

 

$

8,166

 

$

7,281

 

 


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