0001493152-19-006295.txt : 20190502 0001493152-19-006295.hdr.sgml : 20190502 20190502162055 ACCESSION NUMBER: 0001493152-19-006295 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190502 DATE AS OF CHANGE: 20190502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ID SYSTEMS INC CENTRAL INDEX KEY: 0000049615 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 223270799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15087 FILM NUMBER: 19792193 BUSINESS ADDRESS: STREET 1: 123 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 2019969000 MAIL ADDRESS: STREET 1: 123 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 8-K 1 form8-k.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): 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.

 

   
 

EX-99.1 2 ex99-1.htm

 

 

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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