New York | | 11-2148932 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
| | |
1938 New Highway, Farmingdale, NY | | 11735 |
(Address of principal executive offices) | | (Zip Code) |
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
| | (Do not check if a smaller reporting company) |
| | Outstanding at |
Class of Common Stock | | November 7, 2013 |
Common Stock, $.01 par value | | 7,197,036 |
| Page |
| |
Part I - FINANCIAL INFORMATION | |
| |
Item 1. Financial Statements: | |
| |
Consolidated Balance Sheets as of September 30, 2013 (Unaudited) and June 30, 2013 | 3 |
| |
Consolidated Statements of Operations for the Three months ended September 30, 2013 and 2012 (Unaudited) | 4 |
| |
Consolidated Statement of Stockholders’ Equity for the Three months ended September 30, 2013 (Unaudited) | 5 |
| |
Consolidated Statements of Cash Flows for the Three months ended September 30, 2013 and 2012 (Unaudited) | 6 |
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Notes to Consolidated Financial Statements (Unaudited) | 7 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk | 19 |
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Item 4. Controls and Procedures | 20 |
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Part II - OTHER INFORMATION | |
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Item 1A. Risk Factors | 21 |
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Item 6. Exhibits | 21 |
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Signatures | 22 |
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EX-31.1 | |
EX-31.2 | |
EX-32.1 | |
EX-32.2 | |
2 | ||
| | September 30, | | June 30, | | ||
| | 2013 | | 2013 | | ||
| | (unaudited) | | (derived from audited financial statements) | | ||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 4,653,513 | | $ | 5,806,437 | |
Accounts receivable, less allowance for doubtful accounts of $229,641 and $214,641, respectively | | | 2,799,336 | | | 2,974,641 | |
Inventories, net | | | 4,157,193 | | | 4,034,477 | |
Prepaid expenses and other current assets | | | 294,079 | | | 387,371 | |
Total current assets | | | 11,904,121 | | | 13,202,926 | |
| | | | | | | |
Property, plant and equipment, net | | | 1,185,038 | | | 1,326,586 | |
Goodwill | | | 1,701,094 | | | 1,701,094 | |
Intangible and other assets | | | 1,073,996 | | | 1,129,321 | |
Total assets | | $ | 15,864,249 | | $ | 17,359,927 | |
| | | | | | | |
Liabilities and stockholders' equity | | | | | | | |
Current liabilities: | | | | | | | |
Accounts payable | | $ | 1,601,445 | | $ | 2,208,999 | |
Accrued expenses and other current liabilities | | | 1,024,844 | | | 1,276,963 | |
Total current liabilities | | | 2,626,289 | | | 3,485,962 | |
| | | | | | | |
Deferred lease liability | | | 22,012 | | | 23,811 | |
Deferred income | | | 61,881 | | | 72,934 | |
Total liabilities | | | 2,710,182 | | | 3,582,707 | |
| | | | | | | |
Commitments and contingencies (Note 8) | | | | | | | |
| | | | | | | |
Stockholders' equity: | | | | | | | |
Common stock, $.01 par value-shares authorized 20,000,000, 7,267,096 and 7,233,884 shares issued and 7,189,536 and 7,156,324 shares outstanding, respectively | | | 72,671 | | | 72,339 | |
Additional paid-in capital | | | 27,250,076 | | | 26,989,559 | |
Accumulated deficit | | | (13,757,687) | | | (12,873,685) | |
Treasury stock, at cost, 77,560 shares | | | (410,993) | | | (410,993) | |
Total stockholders' equity | | | 13,154,067 | | | 13,777,220 | |
Total liabilities and stockholders' equity | | $ | 15,864,249 | | $ | 17,359,927 | |
3 | ||
| | For the three months ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
Net sales | | $ | 3,075,584 | | $ | 4,570,525 | |
Cost of goods sold | | | 1,345,330 | | | 1,843,899 | |
Gross profit | | | 1,730,254 | | | 2,726,626 | |
| | | | | | | |
Operating expenses: | | | | | | | |
Selling expenses | | | 1,828,830 | | | 1,458,564 | |
General and administrative expenses | | | 1,221,315 | | | 1,042,332 | |
Research and development expenses | | | 472,888 | | | 397,131 | |
Total operating expenses | | | 3,523,033 | | | 2,898,027 | |
Loss from operations | | | (1,792,779) | | | (171,401) | |
| | | | | | | |
Other income (expense): | | | | | | | |
Interest income | | | 19 | | | 13 | |
Royalty income and license fees | | | 912,794 | | | 222,679 | |
Royalty expense | | | - | | | (3,698) | |
Other | | | (6,261) | | | (7,577) | |
Total other income | | | 906,552 | | | 211,417 | |
| | | | | | | |
(Loss)/income from continuing operations before income taxes | | | (886,227) | | | 40,016 | |
| | | | | | | |
Income tax expense | | | 2,750 | | | 1,500 | |
| | | | | | | |
Net (loss)/income from continuing operations | | | (888,977) | | | 38,516 | |
Discontinued operations: | | | | | | | |
Income from discontinued operations net of tax expense of $0 and $0, respectively | | | 4,975 | | | 6,318 | |
Net income from discontinued operations | | | 4,975 | | | 6,318 | |
Net (loss)/income | | $ | (884,002) | | $ | 44,834 | |
| | | | | | | |
Net (loss)/income per share from continuing operations - Basic | | $ | (0.12) | | $ | 0.01 | |
Net income per share from discontinued operations - Basic | | | 0.00 | | | 0.00 | |
Net (loss)/income per share - Basic | | $ | (0.12) | | $ | 0.01 | |
| | | | | | | |
Net (loss)/income per share from continuing operations - Diluted | | $ | (0.12) | | $ | 0.01 | |
Net income per share from discontinued operations - Diluted | | | 0.00 | | | 0.00 | |
Net (loss)/income per share - Diluted | | $ | (0.12) | | $ | 0.01 | |
| | | | | | | |
Weighted average shares - Basic | | | 7,182,866 | | | 7,005,360 | |
Weighted average shares - Diluted | | | 7,182,866 | | | 7,297,690 | |
4 | ||
| | Common Stock, | | | | | | | | | | | | | ||||||
| | $.01 Par Value | | Treasury Stock | | Additional | | | | | Total | | ||||||||
| | Number | | | | Number | | | | | paid-in | | Accumulated | | stockholders' | | ||||
| | of shares | | Amount | | of shares | | Amount | | capital | | deficit | | equity | | |||||
Balance, June 30, 2013 | | 7,233,884 | | $ | 72,339 | | (77,560) | | $ | (410,993) | | $ | 26,989,559 | | $ | (12,873,685) | | $ | 13,777,220 | |
Net loss/comprehensive loss | | - | | | - | | - | | | - | | | - | | | (884,002) | | | (884,002) | |
Proceeds from exercise of stock options | | 33,212 | | | 332 | | - | | | - | | | 116,573 | | | - | | | 116,905 | |
Stock-based compensation | | - | | | - | | - | | | - | | | 143,944 | | | - | | | 143,944 | |
Balance, September 30, 2013 | | 7,267,096 | | $ | 72,671 | | (77,560) | | $ | (410,993) | | $ | 27,250,076 | | $ | (13,757,687) | | $ | 13,154,067 | |
5 | ||
| | For the three months ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
Operating activities | | | | | | | |
Net (loss)/income from continuing operations | | $ | (888,977) | | $ | 38,516 | |
Adjustments to reconcile net loss to net cash used in continuing operating activities: | | | | | | | |
Depreciation and amortization and other non-cash items | | | 231,271 | | | 182,328 | |
Bad debt expense | | | 15,000 | | | 13,902 | |
Stock-based compensation | | | 143,944 | | | 98,945 | |
Deferred income | | | (15,051) | | | (11,053) | |
Deferred lease liability | | | (1,799) | | | 203 | |
Changes in operating assets and liabilities: | | | | | | | |
Accounts receivable | | | 160,305 | | | 532,011 | |
Inventories | | | (146,590) | | | 292,709 | |
Prepaid expenses and other assets | | | 117,120 | | | 102,749 | |
Accounts payable, accrued expenses and other non-cash items | | | (855,675) | | | (807,842) | |
Net cash (used in)/provided by operating activities | | | (1,240,452) | | | 442,468 | |
| | | | | | | |
Investing activities | | | | | | | |
Acquisition of property, plant and equipment | | | (5,925) | | | (41,629) | |
Additional patents | | | (28,427) | | | (17,505) | |
Net cash used in investing activities | | | (34,352) | | | (59,134) | |
| | | | | | | |
Financing activities | | | | | | | |
Proceeds from exercise of stock options | | | 116,905 | | | - | |
Net cash provided by financing activities | | | 116,905 | | | - | |
| | | | | | | |
Cash flows from discontinued operations | | | | | | | |
Net cash provided by operating activities | | | 4,975 | | | 6,318 | |
Net cash provided by discontinued operations | | | 4,975 | | | 6,318 | |
| | | | | | | |
Net (decrease)/increase in cash and cash equivalents | | | (1,152,924) | | | 389,652 | |
Cash and cash equivalents at beginning of period | | | 5,806,437 | | | 6,273,015 | |
Cash and cash equivalents at end of period | | $ | 4,653,513 | | $ | 6,662,667 | |
| | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | |
Cash paid for: | | | | | | | |
Income taxes | | $ | 856 | | $ | 5,935 | |
6 | ||
| | Three months ended September 30, | | ||||
| | 2013 | | 2012 | | ||
United States | | $ | 1,581,270 | | $ | 2,449,610 | |
Australia | | | 43,340 | | | 139,900 | |
Europe | | | 383,590 | | | 761,911 | |
Asia | | | 466,267 | | | 422,227 | |
Canada and Mexico | | | 84,705 | | | 226,060 | |
South America | | | 275,621 | | | 297,926 | |
South Africa | | | 93,576 | | | 206,683 | |
Middle East | | | 147,215 | | | 66,208 | |
| | $ | 3,075,584 | | $ | 4,570,525 | |
7 | ||
| | For the three months ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
Revenues | | $ | 4,975 | | $ | 4,975 | |
Income from discontinued operations, before tax | | $ | 4,975 | | $ | 6,318 | |
Income tax expense | | | - | | | - | |
Net income from discontinued operations, net of tax | | $ | 4,975 | | $ | 6,318 | |
8 | ||
| | For the three months ended | | ||
| | September 30, | | ||
| | 2013 | | 2012 | |
Basic shares | | 7,182,866 | | 7,005,360 | |
Dilutive effect of stock options | | - | | 292,330 | |
Diluted shares | | 7,182,866 | | 7,297,690 | |
9 | ||
| | For the three months ended | | |||||
| | September 30, | | |||||
| | 2013 | | | 2012 | | ||
Risk-free interest rate | | | 3.3 | % | | | 2.5 | % |
Expected option life in years | | | 6.5 | | | | 6.5 | |
Expected stock price volatility | | | 76.1 | % | | | 74.7 | % |
Expected dividend yield | | | 0.0 | % | | | 0.0 | % |
Weighted-average fair value of options granted | | $ | 3.76 | | | $ | 2.33 | |
| | Options | | |||||||
| | | | | | Weighted | | | | |
| | | | | | Average | | | | |
| | | | Weighted | | Remaining | | | | |
| | | | Average | | Contractual | | Aggregate | | |
| | Number of | | Exercise | | Life | | Intrinsic | | |
| | Shares | | Price ($) | | (years) | | Value (a) | | |
Outstanding as of June 30, 2013 | | 1,729,991 | | 3.65 | | | | | | |
Granted | | 249,000 | | 4.68 | | | | | | |
Exercised | | (33,212) | | 3.52 | | | | | | |
Forfeited | | (500) | | 2.96 | | | | | | |
Expired | | (47,200) | | 4.70 | | | | | | |
Outstanding as of September 30, 2013 | | 1,898,079 | | 3.76 | | 5.7 | | $ | 2,083,029 | |
Exercisable and vested at September 30, 2013 | | 1,203,730 | | 3.72 | | 4.3 | | $ | 1,429,851 | |
Available for grant at September 30, 2013 | | 606,225 | | | | | | | | |
(a) | Intrinsic value for purposes of this table represents the amount by which the fair value of the underlying stock, based on the respective market prices at September 30, 2013 or if exercised, the exercise dates, exceeds the exercise prices of the respective options. |
10 | ||
| | September 30, | | June 30, | | ||
| | 2013 | | 2013 | | ||
Raw material | | $ | 2,400,768 | | $ | 2,641,982 | |
Work-in-process | | | 321,038 | | | 394,629 | |
Finished goods | | | 2,867,185 | | | 2,358,943 | |
| | | 5,588,991 | | | 5,395,554 | |
Less valuation reserve | | | 1,431,798 | | | 1,361,077 | |
| | $ | 4,157,193 | | $ | 4,034,477 | |
| | September 30, | | June 30, | | ||
| | 2013 | | 2013 | | ||
Accrued payroll and vacation | | $ | 415,053 | | $ | 456,095 | |
Accrued bonuses | | | 50,000 | | | 225,000 | |
Accrued commissions | | | 209,000 | | | 200,678 | |
Accrued professional and legal fees | | | 76,202 | | | 70,450 | |
Deferred income | | | 142,892 | | | 146,038 | |
Other | | | 131,697 | | | 178,702 | |
| | $ | 1,024,844 | | $ | 1,276,963 | |
11 | ||
12 | ||
September 30, 2013 | | Carrying Amount | | Fair Value | | ||
Cash and cash equivalents | | $ | 4,653,513 | | $ | 4,653,513 | |
Trade accounts receivable | | | 2,799,336 | | | 2,799,336 | |
Trade accounts payable | | | 1,601,445 | | | 1,601,445 | |
June 30, 2013 | | Carrying Amount | | Fair Value | | ||
Cash and cash equivalents | | $ | 5,806,437 | | $ | 5,806,437 | |
Trade accounts receivable | | | 2,974,641 | | | 2,974,641 | |
Trade accounts payable | | | 2,208,999 | | | 2,208,999 | |
13 | ||
| | | | | Customer | | |
| | Patents | | Relationships | | ||
2014 | | $ | 58,391 | | $ | 120,000 | |
2015 | | | 72,883 | | | 160,000 | |
2016 | | | 69,821 | | | 40,000 | |
2017 | | | 67,637 | | | - | |
2018 | | | 67,211 | | | - | |
Thereafter | | | 241,383 | | | - | |
| | $ | 577,326 | | $ | 320,000 | |
14 | ||
For the three months ended September 30, | | ||||||
Applied Bio Surgical | | 2013 | | 2012 | | ||
Sales | | $ | 93,576 | | $ | 206,683 | |
Accounts Receivable | | $ | 113,421 | | $ | 210,233 | |
MD Solutions Australasia PTY Ltd. | | | 2013 | | | 2012 | |
Sales | | $ | 43,340 | | $ | 139,900 | |
Accounts Receivable | | $ | 43,340 | | $ | 139,900 | |
15 | ||
16 | ||
| | Three months ended September 30, | | |||||||
| | 2013 | | 2012 | | Variance | | |||
BoneScalpel | | $ | 1,348,588 | | $ | 2,101,161 | | $ | (752,573) | |
SonicOne | | | 468,963 | | | 500,886 | | | (31,923) | |
SonaStar | | | 1,135,710 | | | 1,572,678 | | | (436,968) | |
Other | | | 122,323 | | | 395,800 | | | (273,477) | |
| | $ | 3,075,584 | | $ | 4,570,525 | | $ | (1,494,941) | |
| | Three months ended September 30, | | ||||
| | 2013 | | 2012 | | ||
United States | | $ | 1,581,270 | | $ | 2,449,610 | |
Australia | | | 43,340 | | | 139,900 | |
Europe | | | 383,590 | | | 761,911 | |
Asia | | | 466,267 | | | 422,227 | |
Canada and Mexico | | | 84,705 | | | 226,060 | |
South America | | | 275,621 | | | 297,926 | |
South Africa | | | 93,576 | | | 206,683 | |
Middle East | | | 147,215 | | | 66,208 | |
| | $ | 3,075,584 | | $ | 4,570,525 | |
17 | ||
| | For the three months ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
Revenues | | $ | 4,975 | | $ | 4,975 | |
Income from discontinued operations, before tax | | $ | 4,975 | | $ | 6,318 | |
Income tax expense | | | - | | | - | |
Net income from discontinued operations, net of tax | | $ | 4,975 | | $ | 6,318 | |
18 | ||
19 | ||
20 | ||
Exhibit 31.1 | Rule 13a-14(a)/15d-14(a) Certification | |
| | |
Exhibit 31.2 | Rule 13a-14(a)/15d-14(a) Certification | |
| | |
Exhibit 32.1 | Section 1350 Certification of Chief Executive Officer | |
| | |
Exhibit 32.2 | Section 1350 Certification of Chief Financial Officer |
21 | ||
MISONIX, INC. | | | |||
(Registrant) | | | |||
| | | |||
By: | /s/ Michael A. McManus, Jr. | | | ||
| Michael A. McManus, Jr. | | | ||
| | President and Chief Executive Officer | | ||
| | | | ||
By: | /s/ Richard A. Zaremba | | | ||
| Richard A. Zaremba | | | ||
| | Senior Vice President, Chief Financial Officer, | | ||
| | Treasurer and Secretary | | ||
22 | ||
1. | I have reviewed this quarterly report on Form 10-Q of MISONIX, INC.; |
| |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| /s/ Michael A. McManus, Jr. | |
| Michael A. McManus, Jr. | |
| President and Chief Executive Officer | |
1. | I have reviewed this quarterly report on Form 10-Q of MISONIX, INC.; |
| |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| /s/ Richard A. Zaremba | |
| Richard A. Zaremba | |
| Senior Vice President, Chief Financial Officer, | |
| Treasurer and Secretary | |
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| /s/ Michael A. McManus, Jr. | |
| Michael A. McManus, Jr. | |
| President and Chief Executive Officer | |
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| /s/ Richard A. Zaremba | |
| Richard A. Zaremba | |
| Senior Vice President, Chief Financial Officer, | |
| Treasurer and Secretary | |
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