0001193125-18-348237.txt : 20181213 0001193125-18-348237.hdr.sgml : 20181213 20181213070158 ACCESSION NUMBER: 0001193125-18-348237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20181213 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181213 DATE AS OF CHANGE: 20181213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERU INC. CENTRAL INDEX KEY: 0000863894 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 391144397 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13602 FILM NUMBER: 181232151 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: STE 888 CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 3125959123 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: SUITE 888 CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: FEMALE HEALTH CO DATE OF NAME CHANGE: 19960205 FORMER COMPANY: FORMER CONFORMED NAME: WISCONSIN PHARMACAL COMPANY INC DATE OF NAME CHANGE: 19920703 8-K 1 d670262d8k.htm 8-K 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): December 13, 2018

 

 

VERU INC.

(Exact name of registrant as specified in its charter)

 

 

 

Wisconsin    1-13602    39-1144397

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

4400 Biscayne Boulevard, Suite 888, Miami, Florida 33137

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (305) 509-6897

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition

On December 13, 2018, Veru Inc. issued a press release (the “Press Release”) announcing results for the quarter and fiscal year ended September 30, 2018. A copy of the Press Release is attached as Exhibit 99.1 to this report. The attached Exhibit 99.1 is furnished pursuant to Item 2.02 of Form 8-K.

The information in this Form 8-K and 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 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

The following exhibit is furnished herewith:

 

Exhibit
No.

 

Document

99.1   Press Release of Veru Inc., issued December 13, 2018.

 

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.

 

Date: December 13, 2018   VERU INC.
 

By: 

  /s/  Michele Greco
   

Michele Greco

   

Chief Financial Officer and

Chief Administrative Officer

 

3

EX-99.1 2 d670262dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

 

     

Contact:

Kevin Gilbert    786-322-2213

Veru Reports Strong Net Revenues and Gross Profit for Fiscal 2018 Fourth-Quarter

Advancing Multiple Drug Candidates, Two Drugs Currently in Clinical Trials, Company Transforming into Biopharmaceutical with Focus on Prostate Cancer, Successfully Completes Stock Offering, Awarded Large FC2 Tender

Company to Host Investor Conference Call on Thursday, December 13, 2018, 8 a.m. ET

MIAMI – December 13, 2018 – Veru Inc. (NASDAQ: VERU) today announced its financial results for the fiscal (FY) 2018 fourth-quarter and full-year ended September 30, 2018.

“Our fiscal 2018 fourth-quarter and full-year financial results improved significantly driven by increased US demand for the FC2 Female Condom / FC2 Internal Condom® (FC2) and improving gross profit,” said Mitchell Steiner, M.D., Chairman, President and Chief Executive Officer of Veru. For the fiscal 2018 fourth quarter, net revenues increased 41% to $5.2 million and gross profit grew by 78% to $3.2 million over the prior-year period.”

“We continue to see increasing US Rx demand and related improving gross profit for our FC2 product through the first two months of the current fiscal quarter as well. For example, US FC2 Rx net revenues were 15% of total global FC2 net revenues in all channels for FY 2018. Q4 FY 2018 US FC2 Rx net revenues were 67% of total US FC2 Rx net revenues for the full FY 2018. Already through the first two months of the current fiscal year 2019, US FC2 Rx net revenues are at 120% of Q4 FY 2018 US FC2 Rx net revenues.

The Company also was granted a significant tender award for FC2 from the Republic of South Africa, which could generate approximately $30 million of future net revenues spread over a three-year period. No orders from this new South African tender are reflected in the FY 2018 financial results.

“Importantly, Veru is rapidly transforming into a biopharmaceutical company with a strong focus on prostate cancer with several drugs under development to provide a continuum of care for these cancer patients. To that end, earlier this quarter we announced that we have begun enrolling patients for our zuclomiphene citrate Phase 2 clinical trial for the treatment of hot flashes caused by androgen deprivation therapy for men with advanced prostate cancer with “top line” results, or general summary data, expected in the first half of FY 2019.

“In addition, in November, we submitted an Investigational New Drug (IND) application with the U.S. Food and Drug Administration (FDA) for VERU-111 (bisindole), a first-in-class, next generation, proprietary, oral tubulin inhibitor for the treatment of metastatic prostate cancer. We expect this drug to advance into an open label Phase 1b/2 clinical trial by no later than early January 2019. We also announced earlier this month that the first patient was dosed in our bioequivalence study of Tadalafil (Cialis®) and Finasteride (PROSCAR®) combination tablet for benign prostatic hyperplasia (BPH). This combination tablet is designed to improve patient compliance and convenience with bioequivalency results expected in January 2019.


“Regarding our existing portfolio of commercial products, we have expanded our FC2 presence in the US market by partnering with a leading telemedicine marketing and sales channel, as well as utilizing a contracted independent sales force. For PREBOOST® we recently entered into a US distributor agreement with a premier and fast-growing men’s health and telemedicine company that discreetly sells men’s health products via the internet.”

“In early October, just after the close of our fiscal year, we strengthened our balance sheet, completing an underwritten public stock offering that generated $9.2 million of net proceeds. We intend to use the proceeds for working capital and general corporate purposes, including research and development, clinical trials and marketing expenditures.”

“In summary, our accomplishments over the past year further solidify our foundation and position Veru for future success. In the coming year, we look to build on these achievements with the planned submission to the FDA of New Drug Applications for Tadalafil and Finasteride combination tablets and Tamsulosin XR capsules and sprinkles. We look to continue our transformation into a biopharmaceutical company with a strong focus on prostate cancer treatment and prostate cancer supportive care with several drugs to provide a continuum of care for these patients.”

Fiscal 2018 Fourth-Quarter Results

For the fiscal 2018 fourth-quarter, net revenues, which were primarily derived from sales of FC2, rose 41% to $5.2 million from $3.7 million for the fourth-quarter of fiscal 2017. Gross profit increased by 78% to $3.2 million, or 61% of net revenues, compared with $1.8 million, or 49% of net revenues, for the fourth-quarter of fiscal 2017. Operating expenses were $7.0 million compared with $4.6 million for the fourth-quarter of fiscal 2017. Non-operating income was $63 thousand compared with non-operating expenses of $32 thousand for the fourth-quarter of fiscal 2017. Income tax expense was $4.2 million compared with an income tax benefit of $0.1 million in the fourth-quarter of fiscal 2017. Net loss was $7.9 million, or $0.14 per share, compared with net loss attributable to common stockholders of $4.7 million, or $0.10 per share, for the fourth-quarter of fiscal 2017.

Fiscal 2018 Full-Year Results

For the fiscal 2018 full-year, net revenues, which were primarily derived from sales of FC2, climbed 16% to $15.9 million from $13.7 million for fiscal 2017. Gross profit increased 23% to $8.8 million, or 55% of net revenues, compared with $7.0 million, or 51% of net revenues, for fiscal 2017. Operating expenses were $29.7 million compared with $15.5 million for fiscal 2017. Non-operating expenses were $2.2 million compared with $0.1 million for fiscal 2017. Income tax expense was $0.9 million compared with an income tax benefit of $2.0 million in fiscal 2017. Net loss was $23.9 million, or $0.44 per share, compared with net loss attributable to common stockholders of $8.6 million, or $0.25 per share, for fiscal 2017.

As of September 30, 2018, cash (including restricted cash) was $3.8 million. Subsequent to September 30, 2018, the Company completed a stock offering that generated net proceeds of approximately $9.2 million after deducting underwriting discounts and commissions and expenses payable by the Company.

Conference Call Event Details

Veru Inc. will host a conference call today at 8 a.m. ET to review the company’s performance. Interested investors may access the call by dialing 800-341-1602 from the U.S. or 412-902-6706, and asking to be joined into the call.

In addition, investors may access a replay of the conference call the same day beginning at approximately 12 p.m. (noon) ET by dialing 877-344-7529 for US callers, or 412-317-0088 from outside the U.S., passcode 10126693. The replay will be available for one week, after which, the recording will be available via the company’s website at https://verupharma.com/investors.


About Veru Inc.

Veru Inc. is an oncology and urology biopharmaceutical company developing novel medicines for prostate cancer and prostate cancer supportive care as well as near term specialty pharmaceuticals to address significant unmet needs in urology.

The Veru prostate cancer pipeline includes zuclomiphene citrate (also known as VERU-944, cis-clomiphene) and VERU-111 (bisindole). Zuclomiphene citrate is an estrogen receptor agonist being evaluated in a Phase 2 trial to treat hot flashes, a common side effect caused by hormone treatment for men with advanced prostate cancer. VERU-111 is an oral, next-generation, first-in-class small molecule that targets and binds to alpha and beta subunits of microtubules in cells to treat metastatic prostate cancer patients whose disease is resistant to both castration and novel androgen blocking agent (abiraterone or enzalutamide) therapies. Veru expects VERU-111 to enter a Phase 1b/2 clinical trial in January 2019.

Veru is also advancing four new drug formulations in its specialty pharmaceutical pipeline addressing unmet medical needs in urology. Tamsulosin DRS granules and Tamsulosin XR capsules are formulations of tamsulosin, the active ingredient in FLOMAX®, which Veru has developed to avoid the “food effect” inherent in currently marketed formulations of the drug, allowing for potentially safer administration and improved patient compliance (NDA submission expected in 2019). Veru is also developing Tadalafil/Finasteride combination tablets for inhibition of both phosphodiesterase type 5 (PDE5) and 5-alpha-reductase to shrink an enlarged prostate, to treat symptoms of BPH and to treat erectile dysfunction (NDA submission expected in 2019). Finally, Veru is developing Solifenacin DRG granules, a formulation of a selective M3 muscarinic receptor antagonist for the treatment of overactive bladder in patients who have difficulty with swallowing tablets (NDA submission expected in 2019).

Veru’s currently marketed products are the PREBOOST® medicated individual wipe for the prevention of premature ejaculation and the FC2 Female Condom®. The Female Health Company Division markets the FC2 Female Condom® in the global public health sector to improve the lives, health and well-being of women around the world. To learn more please visit www.verupharma.com.

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995:

The statements in this release that are not historical facts are “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this release include statements relating to the regulatory pathway to secure FDA approval of the Company’s drug candidates and the anticipated timeframe for clinical studies, clinical study results and FDA submissions, statements relating to the Company’s intended use of the net proceeds from its public stock offering and statements relating to anticipated revenue from the South African tender award and the anticipated timeframe for filling the award. The South African tender award could be subject in the future to reallocation for potential local manufacturing initiatives, which could reduce the size of the award to the Company, and the award indicates acceptance of the price rather than an order or guarantee of the purchase of any minimum number of units. If fewer orders are placed under the tender award than expected the Company’s revenue from the award would be less than currently anticipated. As with other government tenders, ministries or other public sector customers may order and purchase fewer units than the full maximum tender amount. In addition, the timing of orders under the South African tender award is uncertain, and any delay in orders under the award could result in lower revenue than anticipated in the earlier part of the three-year period covered by the award. Any forward-looking statements in this release are based upon the Company’s current plans and strategies and reflect the Company’s current assessment of the risks and uncertainties related to its business and are made as of the date of this release. The Company assumes no obligation to update any forward-looking statements contained in this release because of new information or future events, developments or circumstances. Such forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, and if any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our actual results could differ materially from those expressed or implied


by such statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, the following: risks related to the development of the Company’s product portfolio, including clinical trials, regulatory approvals and time and cost to bring to market; potential delays in the timing of and results from clinical trials and studies and the risk that such results will not support marketing approval and commercialization; potential delays in the timing of any submission to the FDA and regulatory approval of products under development; risks relating to the ability of the Company to obtain sufficient financing on acceptable terms when needed to fund development and operations; product demand and market acceptance; competition in the Company’s markets and the risk of new or existing competitors with greater resources and capabilities and new competitive product introductions; price erosion, both from competing products and increased government pricing pressures; manufacturing and quality control problems; compliance and regulatory matters, including costs and delays resulting from extensive governmental regulation, and effects of healthcare insurance and regulation, including reductions in reimbursement and coverage or reclassification of products; some of the Company’s products are in development and the Company may fail to successfully commercialize such products; risks related to intellectual property, including the uncertainty of obtaining patents, the effectiveness of the patents or other intellectual property protections and ability to enforce them against third parties, the uncertainty regarding patent coverages, the possibility of infringing a third party’s patents or other intellectual property rights, and licensing risks; government contracting risks, including the appropriations process and funding priorities, potential bureaucratic delays in awarding contracts, process errors, politics or other pressures, and the risk that government tenders and contracts may be subject to cancellation, delay, restructuring or substantial delayed payments; a governmental tender award indicates acceptance of the bidder’s price rather than an order or guarantee of the purchase of any minimum number of units, and as a result government ministries or other public sector customers may order and purchase fewer units than the full maximum tender amount or award; penalties and/or debarment for failure to satisfy tender awards; the Company’s reliance on its international partners and on the level of spending by country governments, global donors and other public health organizations in the global public sector; risks related to concentration of accounts receivable with our largest customers and the collection of those receivables; the economic and business environment and the impact of government pressures; risks involved in doing business on an international level, including currency risks, regulatory requirements, political risks, export restrictions and other trade barriers; the Company’s production capacity, efficiency and supply constraints and interruptions, including due to labor unrest or strikes; risks related to the costs and other effects of litigation, including product liability claims; the Company’s ability to identify, successfully negotiate and complete suitable acquisitions or other strategic initiatives; the Company’s ability to successfully integrate acquired businesses, technologies or products; and other risks detailed in the Company’s press releases, shareholder communications and Securities and Exchange Commission filings, including the Company’s Form 10-K for the year ended September 30, 2017. These documents are available on the “SEC Filings” section of our website at www.verupharma.com/investors.

# # #

FINANCIAL SCHEDULES FOLLOW


Veru Inc.

Condensed Consolidated Balance Sheets

(unaudited)

 

     September 30,  
     2018      2017  

Cash

   $ 3,759,509      $ 3,277,602  

Accounts receivable, net

     3,972,632        3,418,738  

Inventory, net

     2,302,030        2,767,924  

Prepaid expenses and other current assets

     1,148,345        833,709  
  

 

 

    

 

 

 

Total current assets

     11,182,516        10,297,973  

Other trade receivables

     —          7,837,500  

Other assets

     965,152        186,431  

Plant and equipment, net

     404,552        555,539  

Deferred income taxes

     8,543,758        8,827,000  

Intangible assets, net

     20,477,729        20,752,991  

Goodwill

     6,878,932        6,878,932  
  

 

 

    

 

 

 

Total assets

   $ 48,452,639      $ 55,336,366  
  

 

 

    

 

 

 

Accounts payable

   $ 3,226,036      $ 2,685,718  

Accrued research and development costs

     981,357        200,710  

Accrued compensation

     584,047        406,110  

Accrued expenses and other current liabilities

     1,866,317        1,180,526  

Credit agreement, short-term portion

     6,692,718        —    

Unearned revenue

     202,452        1,014,517  
  

 

 

    

 

 

 

Total current liabilities

     13,552,927        5,487,581  

Credit agreement, long-term portion

     2,701,570        —    

Residual royalty agreement

     1,753,805        —    

Other liabilities

     30,000        1,263,750  

Deferred rent

     88,161        131,830  

Deferred income taxes

     844,758        —    
  

 

 

    

 

 

 

Total liabilities

     18,971,221        6,883,161  

Total stockholders’ equity

     29,481,418        48,453,205  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 48,452,639      $ 55,336,366  
  

 

 

    

 

 

 


Veru Inc.

Condensed Consolidated Statements of Operations

(unaudited)

 

     Three Months Ended
September 30,
    Years Ended
September 30,
 
     2018     2017     2018     2017  

Net revenues

   $ 5,203,268     $ 3,692,406     $ 15,864,483     $ 13,655,592  

Cost of sales

     2,012,177       1,897,747       7,081,981       6,636,080  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     3,191,091       1,794,659       8,782,502       7,019,512  

Operating expenses

     6,965,638       4,568,712       29,654,909       15,513,624  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (3,774,547     (2,774,053     (20,872,407     (8,494,112

Non-operating income (expenses)

     63,477       (31,910     (2,199,880     (108,378
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (3,711,070     (2,805,963     (23,072,287     (8,602,490

Income tax expense (benefit)

     4,208,441       (126,628     866,102       (1,990,443
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders before preferred stock dividend

     (7,919,511     (2,679,335     (23,938,389     (6,612,047
  

 

 

   

 

 

   

 

 

   

 

 

 

Preferred stock dividend

     —         (1,990,771     —         (1,990,771
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (7,919,511   $ (4,670,106   $ (23,938,389   $ (8,602,818
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per basic and diluted common share outstanding

   $ (0.14   $ (0.10   $ (0.44   $ (0.25

Basic and diluted weighted average common shares outstanding

     55,136,704       45,492,167       53,861,981       34,640,308  
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