0001104659-14-075277.txt : 20141030 0001104659-14-075277.hdr.sgml : 20141030 20141030163139 ACCESSION NUMBER: 0001104659-14-075277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20141030 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141030 DATE AS OF CHANGE: 20141030 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: 141183609 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 a14-23352_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): October 30, 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 October 30, 2014, the Company announced its financial results for the third quarter ended September 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 October 30, 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.

 

 

 

 

 

October 30, 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 October 30, 2014

 

4


EX-99.1 2 a14-23352_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

Contact:

BioTelemetry, Inc.

 

Heather C. Getz

 

Investor Relations

 

800-908-7103

 

investorrelations@biotelinc.com

 

BioTelemetry, Inc. Reports Third Quarter 2014 Financial Results

 

Malvern, PA — (GLOBE NEWSWIRE) — October 30, 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 third quarter ended September 30, 2014.

 

Company Highlights

 

·                  Revenue increased 35% to $43.1 million, which includes 9% organic growth

·                  Experienced ninth consecutive quarter of year over year revenue growth

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

·                  Generated positive adjusted EBITDA of $6.0 million

·                  Announced the reinstatement of Cigna Corporation’s coverage of the MCOTTM service

 

President and CEO Commentary

 

Joseph Capper, President and Chief Executive Officer of BioTelemetry, Inc., commented: “We are pleased to report strong third quarter results, highlighted by revenue growth of 35% and our highest adjusted operating income in five years.  Our successful third quarter was driven by an increase in patient volume of 110%, to over 135,000 patients, due in part to our acquisitions of Mednet and BMS earlier this year as well as over 20% organic volume growth.  The leverage gained from the acquisitions, coupled with our organic growth, allowed us to achieve an EBITDA return of 14% despite the reduction in Medicare rates that occurred in January.

 

“Our results reflect the continued success we are having selling our comprehensive suite of monitoring services.  The positive impact of this strategy, along with the reinstatement of Cigna’s coverage of MCOTTM, is building momentum as we look forward to 2015.  We will gain additional leverage through the integration of the acquisitions as well as through operational efficiencies that have been identified in the base business.  As a result, we expect our business to continue to strengthen through the remainder of the year and into 2015.  Finally, as we look to the future, we will maintain our focus on solidifying our leadership position in cardiac monitoring, establishing a leading research services business and leveraging our existing infrastructure in new markets.”

 



 

Third Quarter Financial Results

 

Revenue for the third quarter 2014 was $43.1 million compared to $31.9 million in the third quarter 2013, an increase of $11.2 million or 35.3%.  Approximately $8.5 million of the total increase was related to the acquisitions of Mednet and BMS.  Excluding acquisitions, the remaining increase was due to increased volume in the Patient Services and Product segments which was partially offset by the previously announced price reduction from Medicare, as well as reduced rates from commercial contracts tied to Medicare.  In addition, our Research Services segment declined $1.2 million due to a strong third quarter last year as well as several studies that were completed earlier than expected.  For the three months ended September 30, 2014, patient revenue was comprised of 42% Medicare and 58% commercial.

 

Gross profit for the third quarter 2014 increased to $23.7 million, or 54.9% of revenue, compared to $19.2 million, or 60.3% of revenue, in the third quarter of 2013.  Gross profit for the third quarter 2014 on an adjusted basis was $24.2 million, or 56.2% of revenue, excluding $0.6 million related to nonrecurring charges.  This compares to gross profit for the third quarter 2013 on an adjusted basis of $19.4 million, or 61.0% of revenue, excluding $0.2 million related to nonrecurring charges.  The decrease in the adjusted gross profit percentage was primarily related to the lower margin patient mix from the acquisitions, which had an impact of 450 basis points.  The benefit from the organic patient growth was offset by the reduction in reimbursement rates.

 

On a GAAP basis, operating expenses for the third quarter 2014 were $23.2 million, an increase of 5.1% compared to $22.1 million in the third quarter 2013.  On an adjusted basis, operating expenses for the third quarter were $22.1 million, a 16.6% increase compared to $19.0 million for the prior year quarter.  These adjusted operating expenses exclude $1.0 million in the third quarter 2014 primarily due to integration activities, patent litigation and other legal fees, and $3.1 million in the third quarter 2013 primarily related to patent litigation, integration activities and costs associated with the creation of the holding company structure.  The increase in adjusted operating expense was driven by the addition of Mednet and BMS.  Adjusted operating expense in the base business was slightly lower due to a decrease in headcount related and meeting expense.

 

On a GAAP basis, the Company was breakeven for the third quarter 2014, compared to a net loss of $3.0 million, or a loss of $0.12 per diluted share, for the third quarter 2013.  Excluding expenses related to integration, restructuring and other nonrecurring charges, adjusted net income for the third quarter 2014 was $1.6 million, or income of $0.06 per diluted share.  This compares to adjusted net income of $0.3 million, or income of $0.01 per diluted share, for the third quarter 2013, which excludes the impact of integration, restructuring and other nonrecurring charges.

 

Liquidity and Capital Resources

 

As of September 30, 2014, total cash was $12.2 million, a decrease of $10.0 million compared to December 31, 2013.  The significant uses of cash during the year to date period included $10.0 million for capital expenditures, primarily for medical devices and the development of a new Patient Services operating system, and $6.1 million for the acquisitions of Mednet and Radcore.  In addition, as of September 30, 2014, the Company had $17.5 million of debt, $9.5 million of which was assumed in connection with the Company’s acquisition of Mednet and $8.0 million from the Company’s credit facility that was used in connection with the purchase of BMS.

 



 

Conference Call

 

BioTelemetry, Inc. will host an earnings conference call on Thursday, October 30, 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 finalize a settlement of the Department of Justice investigation, 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)

 

 

 

September 30,
2014

 

September 30,
2013

 

 

 

 

 

 

 

Revenue

 

$

43,113

 

$

31,874

 

Cost of revenue

 

19,435

 

12,640

 

Gross profit

 

23,678

 

19,234

 

Gross profit %

 

54.9

%

60.3

%

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

General and administrative expense

 

10,987

 

8,959

 

Sales and marketing expense

 

7,299

 

6,708

 

Bad debt expense

 

1,868

 

1,427

 

Research and development expense

 

1,993

 

1,898

 

Integration, restructuring and other charges

 

1,045

 

3,077

 

Total operating expenses

 

23,192

 

22,069

 

 

 

 

 

 

 

Income (loss) from operations

 

486

 

(2,835

)

Interest and other (loss), net

 

(293

)

(97

)

 

 

 

 

 

 

Income (loss) before income taxes

 

193

 

(2,932

)

Loss from income taxes

 

(222

)

(24

)

Net loss

 

$

(29

)

$

(2,956

)

 

 

 

 

 

 

Loss per Share:

 

 

 

 

 

Basic

 

$

(0.00

)

$

(0.12

)

Diluted

 

$

(0.00

)

$

(0.12

)

 

 

 

 

 

 

Weighted Average Shares Outstanding:

 

 

 

 

 

Basic

 

26,522

 

25,616

 

Diluted

 

26,522

 

25,616

 

 



 

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

 

 

 

Nine Months Ended

 

 

 

(unaudited)

 

 

 

September 30,
2014

 

September 30,
2013

 

 

 

 

 

 

 

Revenue

 

$

122,925

 

$

96,396

 

Cost of revenue

 

53,990

 

38,121

 

Gross profit

 

68,935

 

58,275

 

Gross profit %

 

56.1

%

60.5

%

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

General and administrative expense

 

32,898

 

27,564

 

Sales and marketing expense

 

21,911

 

19,737

 

Bad debt expense

 

6,972

 

5,861

 

Research and development expense

 

5,740

 

5,400

 

Integration, restructuring and other charges

 

5,025

 

6,820

 

Total operating expenses

 

72,546

 

65,382

 

 

 

 

 

 

 

Loss from operations

 

(3,611

)

(7,107

)

Interest and other (loss), net

 

(7,151

)

(211

)

 

 

 

 

 

 

Loss before income taxes

 

(10,762

)

(7,318

)

Benefit (loss) from income taxes

 

2,623

 

(24

)

Net loss

 

$

(8,139

)

$

(7,342

)

 

 

 

 

 

 

Loss per Share:

 

 

 

 

 

Basic

 

$

(0.31

)

$

(0.29

)

Diluted

 

$

(0.31

)

$

(0.29

)

 

 

 

 

 

 

Weighted Average Shares Outstanding:

 

 

 

 

 

Basic

 

26,354

 

25,450

 

Diluted

 

26,354

 

25,450

 

 



 

Summary Financial Data

(In Thousands)

 

 

 

September 30,
2014

 

December 31,
2013

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

Cash and investments

 

$

12,190

 

$

22,151

 

Patient accounts receivable, net

 

16,910

 

11,437

 

Other accounts receivable, net

 

8,435

 

5,680

 

Days sales outstanding

 

53

 

47

 

Working capital

 

7,535

 

25,215

 

Total assets

 

118,083

 

87,546

 

Total debt

 

17,524

 

 

Total shareholders’ equity

 

63,920

 

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)

 

 

 

September 30,
2014

 

September 30,
2013

 

Operating income (loss) — GAAP

 

$

486

 

$

(2,835

)

Nonrecurring charges (a)

 

1,615

 

3,295

 

Adjusted operating income

 

$

2,101

 

$

460

 

Net loss — GAAP

 

$

(29

)

$

(2,956

)

Nonrecurring charges (a)

 

1,615

 

3,295

 

Adjusted net income

 

$

1,586

 

$

339

 

 

 

 

 

 

 

Loss per diluted share — GAAP

 

$

(0.00

)

$

(0.12

)

Nonrecurring charges per share (a)

 

0.06

 

0.13

 

Adjusted earnings per diluted share

 

$

0.06

 

$

0.01

 

 


(a)         In the third quarter 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 $0.6 million of other nonrecurring expense for duplicative labor due to the planned relocation of certain business functions.  In the third quarter 2013, the Company incurred $3.1 million related to integration, restructuring and other charges primarily related to patent litigation, the integration of the Company’s acquisitions and the creation of the Company’s holding company structure. The Company also incurred $0.2 million of other nonrecurring expense for duplicative labor due to the relocation of certain business functions.

 

 

 

Three Months Ended

 

 

 

(unaudited)

 

 

 

September 30,
2014

 

September 30,
2013

 

 

 

 

 

 

 

Cash provided (used) by operating activities

 

$

703

 

$

2,882

 

Capital expenditures

 

(2,367

)

(1,438

)

Free cash flow

 

$

(1,664

)

$

1,444

 

 

 

 

Three Months Ended

 

 

 

(unaudited)

 

 

 

September 30,
2014

 

September 30,
2013

 

 

 

 

 

 

 

Operating income (loss) — GAAP

 

$

486

 

$

(2,835

)

Nonrecurring charges

 

1,615

 

3,295

 

Depreciation and amortization expense

 

3,248

 

3,169

 

Stock compensation expense

 

694

 

794

 

Adjusted EBITDA

 

$

6,043

 

$

4,423

 

 



 

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.

 

 

 

Nine Months Ended

 

 

 

(unaudited)

 

 

 

September 30,
2014

 

September 30,
2013

 

Operating loss — GAAP

 

$

(3,611

)

$

(7,107

)

Nonrecurring charges (a)

 

5,915

 

7,530

 

Adjusted operating income

 

$

2,304

 

$

423

 

Net loss — GAAP

 

$

(8,139

)

$

(7,342

)

Nonrecurring charges (b)

 

9,445

 

7,530

 

Adjusted net income

 

$

1,306

 

$

188

 

 

 

 

 

 

 

Loss per diluted share — GAAP

 

$

(0.31

)

$

(0.29

)

Nonrecurring charges per share (b)

 

0.36

 

0.30

 

Adjusted income per diluted share

 

$

0.05

 

$

0.01

 

 


(a)         In the first nine months of 2014, the Company incurred $5.0 million of integration, restructuring and other charges primarily due to legal fees related to patent litigation and the Civil Investigative Demand, as well as costs associated with the integration of the Mednet and BMS acquisitions.  The Company also incurred $0.9 million of other nonrecurring expense for duplicative labor due to the planned relocation of certain business functions.  In the first nine months of 2013, the Company incurred $6.8 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 $0.5 million of other nonrecurring expense for duplicative labor due to the relocation of certain business functions and $0.2 million for the forfeiture and acceleration of certain options.

(b)         In addition to the $5.9 million of nonrecurring charges incurred in the first nine months of 2014, the Company recorded a non-operating charge of $6.4 million for the potential settlement with the Department of Justice.  This was offset by a $2.9 million tax adjustment related to the acquisition of Mednet.

 

 

 

Nine Months Ended

 

 

 

(unaudited)

 

 

 

September 30,
2014

 

September 30,
2013

 

 

 

 

 

 

 

Cash provided (used) by operating activities

 

$

4,572

 

$

7,044

 

Capital expenditures

 

(9,977

)

(4,863

)

Free cash flow

 

$

(5,405

)

$

2,181

 

 

 

 

Nine Months Ended

 

 

 

(unaudited)

 

 

 

September 30,
2014

 

September 30,
2013

 

 

 

 

 

 

 

Operating loss — GAAP

 

$

(3,611

)

$

(7,107

)

Nonrecurring charges

 

5,915

 

7,530

 

Depreciation and amortization expense

 

9,243

 

8,913

 

Stock compensation expense

 

2,662

 

2,368

 

Adjusted EBITDA

 

$

14,209

 

$

11,704

 

 


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