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): May 2, 2019
I.D. SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-15087 | 22-3270799 | ||
(State or Other Jurisdiction of | (Commission | (IRS Employer | ||
Incorporation) | File Number) | Identification No.) |
123 Tice Boulevard, Woodcliff Lake, New Jersey | 07677 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (201) 996-9000
(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 Instruction 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
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 $0.01 per share | IDSY | The Nasdaq Global Market |
Item 2.02. Results of Operations and Financial Condition.
On May 2, 2019, I.D. Systems, Inc. (the “Registrant”) issued a press release regarding financial results for the fiscal quarter ended March 31, 2019. A copy of the press release is being furnished as Exhibit 99.1 to this report.
The information in this report is being furnished pursuant to Item 2.02 of Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This report, including Exhibit 99.1 furnished herewith, contains forward looking statements within the meaning of federal securities laws. Forward-looking statements include statements with respect to the Registrant’s beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions, and future performance as well as the timing of the completion of the proposed transaction with Pointer Telocation Ltd. (“Pointer”), and involve known and unknown risks, uncertainties and other factors, which may be beyond the Registrant’s control, and which may cause its actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. For example, forward-looking statements include statements regarding: prospects for additional customers; potential contract values; market forecasts; projections of earnings, revenues, synergies, accretion or other financial information; emerging new products; and plans, strategies and objectives of management for future operations, including growing revenue, controlling operating costs, increasing production volumes, and expanding business with core customers. The risks and uncertainties referred to above include, but are not limited to, future economic and business conditions, the loss of key customers or reduction in the purchase of products by any such customers, the failure of the market for the Registrant’s products to continue to develop, the possibility that the Registrant may not be able to integrate successfully the business, operations and employees of acquired businesses, the inability to protect the Registrant’s intellectual property, the inability to manage growth, the effects of competition from a variety of local, regional, national and other providers of wireless solutions, risks related to the proposed transactions between the Registrant and Pointer, and other risks detailed from time to time in the Registrant’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2018. These risks could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Registrant. Unless otherwise required by applicable law, the Registrant assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
As described above, the following exhibit is furnished as part of this report:
Exhibit 99.1 – Press release, dated May 2, 2019.
SIGNATURE
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.
I.D. SYSTEMS, INC. | ||
By: | /s/ Ned Mavrommatis | |
Name: | Ned Mavrommatis | |
Title: | Chief Financial Officer |
Date: May 2, 2019
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press release, dated May 2, 2019. |
I.D. Systems Reports First Quarter 2019 Financial Results
Revenue up 18% Sequentially to $13.6 Million and Recurring Revenue up 10% Sequentially to Record $5.5 million
Woodcliff Lake, NJ — May 2, 2019 — I.D. Systems, Inc. (NASDAQ: IDSY), a leading provider of enterprise asset management and Industrial Internet of Things (IoT) technology, reported results for the first quarter ended March 31, 2019.
Management Commentary
“The first quarter of 2019 was a momentous period for I.D. Systems, highlighted by the definitive agreement we signed to acquire Pointer Telocation, a leading telematics and mobile IoT solutions company as well as our tuck-in acquisition of CarrierWeb U.S.” said I.D. Systems’ CEO Chris Wolfe. “Beyond these strategic acquisitions, I.D. Systems’ core businesses continued to perform well, especially our Industrial Truck Management business, which was propelled by the multi-million-dollar contract we secured with Jungheinrich, a worldwide distributor of material handling equipment. We have successfully white labeled our SaaS solution for Jungheinrich and expect to ship initial units by July. Altogether, our success operationally during the period drove another quarter of solid financial results, demonstrated by a 18% sequential increase in revenue and a return to adjusted EBITDA profitability.
“Our improving financial performance and building sales momentum was due, in part, to our innovative product portfolio. The launch of new products such as the LV Series Platform, which won Heavy Duty Trucking’s Top 20 Product, have been instrumental in producing the most robust pipeline in our company history. This achievement is validated by the numerous wins we have recently secured, including initial orders for our latest LV500 SuperCab LTE platform from a Top 100 private fleet and a Top 100 trucking company. Regarding CarrierWeb U.S., we have hit the ground running on this acquisition from both a sales and integration standpoint, having already received multiple significant orders and we are nearing the successful completion of the integration process.
“In our rental fleet business, the rollout of our technology with Avis is ahead of schedule. In fact, we started shipping units in April, which is two months earlier than the contract required, and we are on track to produce 5,000 units per week starting this month. Additionally, we recently completed a major program deliverable associated with unlocking and locking vehicles, which also makes the installation process easier. While there still is a lot of heavy lifting to do, we remain excited about the near- and long-term prospects for this relationship and overall business.
“All three of our core businesses are performing well and we have many growth opportunities in front of us. That said, our acquisition of Pointer will put I.D. Systems on an entirely new trajectory, which will accelerate our growth and profitability as well as position us as a leader in the global multi-billion-dollar IoT software and solutions market. We remain on track to close the acquisition by the third quarter of this year. Together, I.D. Systems and Pointer will join a select group of IoT companies with more than 500,000 subscribers and have the added benefit of being vertically integrated, which distinguishes us from the rest of the market.
“Overall, we’re in the midst of a truly exciting time for our company. With multiple vectors of our growth strategy coming together, we believe we will be able to capture a much larger addressable market, significantly scale the business, and achieve sustainable profitability.”
First Quarter 2019 Operational Highlights
● | Entered into a definitive agreement to acquire all of the outstanding shares of Pointer Telocation. The combination will create a leading, global IoT telematics software-driven business with sustainable recurring revenue and profitability at competitive scale. | |
● | Secured a multi-year fleet management system agreement covering several thousand units with Jungheinrich AG, a leading solution provider in intralogistics. | |
● | Acquired the U.S.-based assets of telematics provider CarrierWeb, allowing I.D. Systems to offer highly-integrated logistics technology solutions to current customers and prospects. | |
● | Selected by Robert Heath Trucking for the deployment and installation of PowerFleet for Logistics refrigerated and ELD compliant solutions. | |
● | Named a recipient of Heavy Duty Trucking’s Top 20 Products of 2019 Award for LV Asset and Cargo Visibility Series (LV Series). |
First Quarter 2019 Financial Results
Revenue increased 18% to $13.6 million from $11.6 million in the prior quarter and increased 2% to from $13.4 million in same year-ago period.
Product revenue was $7.2 million compared to $9.9 million in same year-ago period. The decrease in product revenue was due to delivery of hardware to Avis in the first quarter of 2018 related to the initial 50,000 unit-order. Hardware deliveries related to the new 75,000-unit order from Avis commenced in the second quarter of 2019 and are expected to contribute to revenue in fiscal 2019.
Services revenue was $6.4 million compared to $3.5 million in same year-ago period. The increase in services revenue was due to increased high-margin recurring revenue and additional development services revenue related to the 75,000-unit order from Avis.
Recurring revenue increased 10% to $5.5 million from $5.0 million in the prior quarter and increased 19% from $4.6 million in the same year-ago period. The company expects growth in recurring revenue to continue as every unit sold comes with a long-term recurring revenue contract.
Gross profit increased 9% to $7.0 million (51.6% of total revenue) from $6.5 million (48.3% of total revenue) in the same year-ago period. The improvement was primarily due to an increase in high-margin recurring revenue.
Selling, general and administrative expenses were $6.1 million, compared to $5.5 million in the same year-ago period. The increase was primarily due to the inclusion of expenses from CarrierWeb U.S., which were absent in the same period a year ago.
Research and development expenses were $1.7 million flat compared to the same year-ago period.
Acquisition-related fees were $1.4 million, compared to $179,000 in the same year-ago period. The increase was due to non-recurring costs related to the acquisitions of CarrierWeb U.S. (closed on January 31, 2019) and Pointer Telocation (announced on March 13, 2019).
Net loss totaled $2.2 million or $(0.12) per basic and diluted share (based on 17.6 million weighted average shares outstanding), compared to net loss of $990,000 or $(0.06) per basic and diluted share in the same year-ago period (based on 17.0 million weighted average shares outstanding).
Adjusted EBITDA, a non-GAAP metric, totaled $239,000 or $0.01 per basic and diluted share (based on 17.6 million weighted average shares outstanding), an improvement from an adjusted EBITDA loss of $92,000 or $(0.01) per basic and diluted share (based on 17.0 million weighted average shares outstanding) in the same year-ago period (See the section below titled “Non-GAAP Financial Measures” for more information about adjusted EBITDA and its reconciliation to GAAP net income/loss).
At quarter-end, the company had $9.8 million in cash and cash equivalents.
Investor Conference Call
I.D. Systems management will discuss these results and business outlook on a conference call today (Thursday, May 2, 2019) at 4:45 p.m. Eastern time (1:45 p.m. Pacific time).
CEO Chris Wolfe and CFO Ned Mavrommatis will host the call, followed by a question and answer session where sell-side analysts and major institutional shareholders can ask questions.
U.S. dial-in: (877) 307-1379
International dial-in: (443) 877-4066
Passcode: 7987438
The conference call will be broadcast simultaneously and available for replay in the investor section of the company’s website at www.id-systems.com.
If you have any difficulty connecting with the conference call, please contact I.D. Systems’ investor relations team at (949) 574-3860.
Non-GAAP Financial Measures
To supplement its financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), I.D. Systems provides certain non-GAAP measures of financial performance. These non-GAAP measures include adjusted EBITDA and adjusted EBITDA per basic and diluted share. Reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, or superior to, GAAP results. These non-GAAP measures are provided to enhance investors’ overall understanding of I.D. Systems’ current financial performance. Specifically, I.D. Systems believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses, gains and losses that may not be indicative of its core operating results and business outlook. Because I.D. Systems’ method for calculating the non-GAAP measures may differ from other companies’ methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliation of all non-GAAP measures included in this press release to the nearest GAAP measures can be found in the financial tables included in this press release.
I.D. Systems, Inc. and Subsidiaries
Reconciliation of GAAP to Adjusted EBITDA Financial Measures
(Unaudited)
Three Months Ended March 31, | ||||||||
2018 | 2019 | |||||||
Net loss | $ | (990,000 | ) | $ | (2,194,000 | ) | ||
Interest expense, net | (20,000 | ) | (45,000 | ) | ||||
Other expense, net | 33,000 | 38,000 | ||||||
Depreciation and amortization | 393,000 | 382,000 | ||||||
Stock-based compensation | 494,000 | 583,000 | ||||||
Foreign currency translation | (181,000 | ) | 26,000 | |||||
Acquisition-related fees | 179,000 | 1,449,000 | ||||||
Adjusted EBITDA | $ | (92,000 | ) | $ | 239,000 | |||
Non-GAAP adjusted EBITDA per share - basic and diluted | $ | (0.01 | ) | $ | 0.01 |
About I.D. Systems
Headquartered in Woodcliff Lake, New Jersey, with subsidiaries in Texas, Florida, Germany and the United Kingdom, I.D. Systems is a leading global provider of wireless M2M solutions for securing, controlling, tracking, and managing high-value enterprise assets such as industrial vehicles, rental cars, trailers, containers, and cargo. The company’s patented technologies address the needs of organizations to monitor and analyze their assets to increase efficiency and productivity, reduce costs, and improve profitability. For more information, please visit www.id-systems.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward looking statements within the meaning of federal securities laws. Forward-looking statements include statements with respect to I.D. Systems’ beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions, and future performance, as well as the timing of the completion of the proposed transaction with Pointer, and involve known and unknown risks, uncertainties and other factors, which may be beyond I.D. Systems’ control, and which may cause its actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. For example, forward-looking statements include statements regarding: prospects for additional customers; potential contract values; market forecasts; projections of earnings, revenues, synergies, accretion or other financial information; emerging new products; and plans, strategies and objectives of management for future operations, including growing revenue, controlling operating costs, increasing production volumes, and expanding business with core customers. The risks and uncertainties referred to above include, but are not limited to, future economic and business conditions, the loss of key customers or reduction in the purchase of products by any such customers, the failure of the market for I.D. Systems’ products to continue to develop, the possibility that I.D. Systems may not be able to integrate successfully the business, operations and employees of acquired businesses, the inability to protect I.D. Systems’ intellectual property, the inability to manage growth, the effects of competition from a variety of local, regional, national and other providers of wireless solutions, risks related to the proposed transactions between I.D. Systems and Pointer, and other risks detailed from time to time in I.D. Systems’ filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2018. These risks could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, I.D. Systems. Unless otherwise required by applicable law, I.D. Systems assumes no obligation to update the information contained in this press release, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.
I.D. Systems Contact
Ned Mavrommatis, CFO
ned@id-systems.com
(201) 996-9000
Investor Contact
Matt Glover
Liolios
IDSY@liolios.com
(949) 574-3860
I.D. Systems, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations Data
(Unaudited)
Three Months Ended March 31, | ||||||||
2018 | 2019 | |||||||
Revenue: | ||||||||
Products | $ | 9,898,000 | $ | 7,249,000 | ||||
Services | 3,481,000 | 6,362,000 | ||||||
13,379,000 | 13,611,000 | |||||||
Cost of revenue: | ||||||||
Cost of products | 5,842,000 | 4,239,000 | ||||||
Cost of services | 1,075,000 | 2,354,000 | ||||||
6,917,000 | 6,593,000 | |||||||
Gross profit | 6,462,000 | 7,018,000 | ||||||
Operating expenses: | ||||||||
Selling, general and administrative expenses | 5,517,000 | 6,110,000 | ||||||
Research and development expenses | 1,743,000 | 1,660,000 | ||||||
Acquisition-related fees | 179,000 | 1,449,000 | ||||||
7,439,000 | 9,219,000 | |||||||
Loss from operations | (977,000 | ) | (2,201,000 | ) | ||||
Interest income | 77,000 | 65,000 | ||||||
Interest expense | (57,000 | ) | (20,000 | ) | ||||
Other income (loss), net | (33,000 | ) | (38,000 | ) | ||||
Net loss | $ | (990,000 | ) | $ | (2,194,000 | ) | ||
Net loss per share - basic and diluted | $ | (0.06 | ) | $ | (0.12 | ) | ||
Weighted average common shares outstanding - basic and diluted | 16,981,000 | 17,621,000 |
I.D. Systems, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet Data
December 31, 2018* | March 31, 2019 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 10,159,000 | $ | 9,515,000 | ||||
Restricted cash | 307,000 | 307,000 | ||||||
Investments - short term | 394,000 | - | ||||||
Accounts receivable | 9,247,000 | 13,295,000 | ||||||
Financing receivables - current | 1,036,000 | 995,000 | ||||||
Inventory, net | 4,649,000 | 5,058,000 | ||||||
Deferred costs - current | 3,660,000 | 3,829,000 | ||||||
Prepaid expenses and other current assets | 3,208,000 | 3,224,000 | ||||||
Total current assets | 32,660,000 | 36,223,000 | ||||||
Investments - long term | 4,131,000 | - | ||||||
Financing receivables - less current portion | 1,254,000 | 1,138,000 | ||||||
Deferred costs - less current portion | 5,409,000 | 6,074,000 | ||||||
Fixed assets, net | 2,149,000 | 2,194,000 | ||||||
Goodwill | 7,318,000 | 8,896,000 | ||||||
Intangible assets, net | 4,705,000 | 5,312,000 | ||||||
Right of use asset | - | 2,188,000 | ||||||
Other assets | 177,000 | 504,000 | ||||||
$ | 57,803,000 | $ | 62,529,000 | |||||
LIABILITIES | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 8,027,000 | $ | 9,680,000 | ||||
Deferred revenue - current | 7,902,000 | 9,856,000 | ||||||
Acquisition related contingent consideration payable | 946,000 | 966,000 | ||||||
Lease liability - current | - | 819,000 | ||||||
Total current liabilities | 16,875,000 | 21,321,000 | ||||||
Deferred revenue - less current portion | 9,186,000 | 9,934,000 | ||||||
Lease liability | - | 1,542,000 | ||||||
Deferred rent | 208,000 | - | ||||||
26,269,000 | 32,797,000 | |||||||
STOCKHOLDERS’ EQUITY | ||||||||
Preferred stock | - | - | ||||||
Common stock | 192,000 | 193,000 | ||||||
Additional paid-in capital | 138,693,000 | 139,275,000 | ||||||
Accumulated deficit | (101,180,000 | ) | (103,374,000 | ) | ||||
Accumulated other comprehensive loss | (435,000 | ) | (400,000 | ) | ||||
Treasury stock | (5,736,000 | ) | (5,962,000 | ) | ||||
Total stockholders’ equity | 31,534,000 | 29,732,000 | ||||||
Total liabilities and stockholders’ equity | $ | 57,803,000 | $ | 62,529,000 |
* Derived from audited balance sheet as of December 31, 2018.
I.D. Systems, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flow Data
(Unaudited)
Three Months Ended March 31, | ||||||||
2018 | 2019 | |||||||
Cash flows from operating activities: (net of assets acquired) | ||||||||
Net loss | $ | (990,000 | ) | $ | (2,194,000 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
Bad debt expense | 48,000 | 72,000 | ||||||
Stock-based compensation expense | 494,000 | 583,000 | ||||||
Depreciation and amortization | 393,000 | 382,000 | ||||||
Inventory reserve | 60,000 | 45,000 | ||||||
Change in contingent consideration | 56,000 | 20,000 | ||||||
Other non-cash items | 13,000 | (3,000 | ) | |||||
Changes in: | ||||||||
Accounts receivable | (796,000 | ) | (3,928,000 | ) | ||||
Financing receivables | 167,000 | 157,000 | ||||||
Inventory | (211,000 | ) | (255,000 | ) | ||||
Prepaid expenses and other assets | (1,991,000 | ) | (16,000 | ) | ||||
Deferred costs | 390,000 | (834,000 | ) | |||||
Deferred revenue | (841,000 | ) | 2,702,000 | |||||
Accounts payable and accrued expenses | 1,155,000 | 1,653,000 | ||||||
Net cash used in operating activities | (2,053,000 | ) | (1,616,000 | ) | ||||
Cash flows from investing activities: | ||||||||
Acquisition | - | (3,097,000 | ) | |||||
Capital expenditures | (81,000 | ) | (234,000 | ) | ||||
Purchase of investments | (709,000 | ) | (99,000 | ) | ||||
Proceeds from the sale and maturities of investments | 2,659,000 | 4,638,000 | ||||||
Net cash provided by investing activities | 1,869,000 | 1,208,000 | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from exercise of stock options | 187,000 | - | ||||||
Common stock repurchased | (408,000 | ) | (226,000 | ) | ||||
Net cash used in financing activities | (221,000 | ) | (226,000 | ) | ||||
Effect of foreign exchange rate changes on cash and cash equivalents | (147,000 | ) | (10,000 | ) | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (552,000 | ) | (644,000 | ) | ||||
Cash, cash equivalents and restricted cash - beginning of period | 5,403,000 | 10,466,000 | ||||||
Cash, cash equivalents and restricted cash - end of period | $ | 4,851,000 | $ | 9,822,000 |
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