0001104659-13-013844.txt : 20130225 0001104659-13-013844.hdr.sgml : 20130225 20130225160723 ACCESSION NUMBER: 0001104659-13-013844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130225 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130225 DATE AS OF CHANGE: 20130225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVUS INC CENTRAL INDEX KEY: 0000881524 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943136179 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33389 FILM NUMBER: 13639041 BUSINESS ADDRESS: STREET 1: 1172 CASTRO ST STREET 2: STE 200 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040 BUSINESS PHONE: 6509345265 MAIL ADDRESS: STREET 1: 1172 CASTRO STREET CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040 8-K 1 a13-5999_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

February 25, 2013

 


 

VIVUS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33389

 

94-3136179

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

1172 CASTRO STREET

MOUNTAIN VIEW, CA 94040

(Address of principal executive offices, including zip code)

 

(650) 934-5200

(Registrant’s telephone number, including area code)

 

N/A

(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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02.  Results of Operations and Financial Condition

 

Financial Results

 

On February 25, 2013, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2012 and certain other information.  The full text of the press release concerning the foregoing is furnished herewith as Exhibit 99.1.

 

Other Information

 

The Company is also providing the following information regarding its business. The operating metrics discussed below relate to the Company’s product, Qsymia™ (phentermine and topiramate extended-release) and are based on the most recent data available to the Company at the time of this filing.

 

Qsymia Prescriptions Shipped*

 

Four weeks ending

 

Four weeks ending

1/18/13

 

2/15/13

13,037

 

17,383

 


*The data in the above table represents Qsymia prescriptions shipped to patients. In addition, the data in the above table is derived from data made available to the Company from third parties; due to this and other factors, the data reported above may be subject to adjustment should the Company receive adjusted information from these third parties.

 

On November 19, 2012, the Company initiated the Qsymia Get Started! Free Trial Offer Program in two of its certified pharmacies. A third certified pharmacy began participating in this program in late December 2012. According to this program, the Company is, for a limited time, offering to eligible patients a 14-capsule starting dose of Qsymia, 3.75 mg/23 mg (phentermine and topiramate extended-release), at no charge to the patient. After initiation of the program a significant portion of the prescriptions at the 3.75 mg/23 mg dose level were shipped at no charge from the participating certified pharmacies to the patient under this program.

 

Qsymia was approved by the U.S. Food and Drug Administration, or FDA, in July 2012. The Company sells Qsymia product in the U.S. through certified pharmacies in its Qsymia Home Delivery Network. Given the Company’s limited history of selling Qsymia and the lengthy product return period, the Company has not been able to reliably estimate expected returns of Qsymia at the time of shipment to the pharmacies. Therefore, the Company recognizes revenue when units are shipped by the pharmacies to patients through prescriptions, at which point, the product is not subject to return. The Company obtains the prescription shipment data directly from the pharmacies or their designated third-party service providers to determine the amount of revenue to recognize.

 

As the Company has disclosed in its previous filings with the Securities and Exchange Commission, its ability to effectively and profitably commercialize Qsymia will depend in part on its ability to create market demand for Qsymia through education, marketing and sales activities; achieve market acceptance of Qsymia and generate product revenue; receive adequate levels of reimbursement from third-party payers, such as private insurance programs and pharmacy benefit managers; and comply with the post-marketing requirements established by the FDA, including the Risk Evaluation and Mitigation Strategy, or REMS, and any other requirements established by the FDA in the future.

 

Important Information Regarding Prescriptions Shipped and Net Revenue

 

The relationship between the number of prescriptions shipped and net revenue may vary based on a number of factors. In particular, product revenue is recognized net of reductions that may vary from period to period. These reductions include cash consideration paid to the certified pharmacies for services rendered by the pharmacies in accordance with certified pharmacy services network agreements, and include a fixed rate per prescription shipped and monthly program management and data fees. Other reductions include certain prompt pay cash discounts and allowances offered to the certified pharmacies which are recognized as a reduction of revenue at the later of the date at which the related revenue is recognized or the date at which the allowance is offered.

 

2



 

Calculating certain of these items involves estimates and judgments based on revenue or invoice data and historical experience. Amounts accrued for revenue deductions are adjusted when trends, significant events, or actual results indicate that adjustment is appropriate. Revisions of estimates for revenue deductions are recorded as a reduction of revenue in the period in which the information that gives rise to the revision becomes known.

 

In addition, the prescriptions shipped from participating certified pharmacies under the Qsymia Get Started! Free Trial Offer Program at no charge will result in no revenue.

 

The Company relies on third parties to provide prescription data generated by the certified pharmacies on a weekly basis. Accordingly, due to this and other factors, the data reported in the above table may be subject to adjustment should the Company receive adjusted information from these third parties.

 

The Company launched the sales of Qsymia on September 17, 2012. Accordingly, there is a limited amount of information regarding the number of prescriptions shipped and net revenue related to Qsymia. The Company believes that investors should view the data provided in this Current Report on Form 8-K with caution, as data for a single period or limited period, as in this case, may not be representative of a trend or otherwise predictive of future results. The Company believes that investors should consider the Company’s results over several quarters or longer when analyzing the Company’s performance.

 

Item 7.01.  Regulation FD Disclosure

 

The information contained under the heading “Other Information” in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.

 

By filing this information, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report on Form 8-K, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the Securities and Exchange Commission, through press releases or through other public disclosure.

 

The information in this Current Report on 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, as amended, (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated February 25, 2013.

 

3



 

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.

 

 

VIVUS, INC.

 

 

 

 

 

/s/ Lee B. Perry

 

Lee B. Perry

 

Vice President and Chief Accounting Officer

 

 

Date:  February 25, 2013

 

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated February 25, 2013.

 

5


EX-99.1 2 a13-5999_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

Financial Media Relations:
Joele Frank, Wilkinson Brimmer Katcher
Eric Bonach

CONTACT:

ebonach@joelefrank.com
212-355-4449

 

 

VIVUS, Inc.

Investor Relations:

Timothy E. Morris

The Trout Group

Chief Financial Officer

Brian Korb

morris@vivus.com

bkorb@troutgroup.com

 

646-378-2923

 

VIVUS Reports 2012 Fourth Quarter and Full-Year Financial Results

 

MOUNTAIN VIEW, Calif., February 25, 2013 — VIVUS, Inc. (NASDAQ: VVUS), a biopharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs in obesity, sleep apnea, diabetes and sexual health, today provided a business update and reported its financial results for the fourth quarter and year ended December 31, 2012.

 

“We believe in the long-term value of our franchise, and are focused on retaining and enhancing that value for our stockholders,” stated Leland Wilson, chief executive officer of VIVUS.  “In 2012, we obtained FDA approval for QsymiaTM and STENDRATM and launched Qsymia in the U.S.  Since approval, we have dedicated resources and been actively engaged in the process of educating physicians and creating awareness for Qsymia.  In order to expand access to Qsymia, we submitted to FDA in mid-October 2012 a modification of the REMS that, pending approval, would allow patients to access Qsymia through select certified retail pharmacies.  We continue to make substantial progress in obtaining reimbursement coverage.  Our goals for 2013 include expanding both access and reimbursement for Qsymia as well as securing partnerships for STENDRA.”

 

Recent Highlights

 

·                  In February 2013, VIVUS announced the publication of a study concluding that weight loss resulting from treatment with Qsymia led to significant improvements in cholesterol, blood pressure and triglycerides in obese and overweight patients experiencing one or more of these associated conditions.

 

·                  In December 2012, VIVUS announced an agreement with Express Scripts, which manages the pharmacy benefit for approximately 26.3 million lives in the U.S., adding Qsymia as a standard benefit option to the Express Scripts National Formulary.

 

·                  In September 2012, VIVUS launched Qsymia in the U.S., the first FDA-approved, once-daily combination therapy and the first new medication available in 13 years for the treatment of obesity.

 



 

Fourth Quarter 2012 Results

 

For the three months ended December 31, 2012, the company reported a net loss of $56.7 million, or $0.56 per share, compared to a net loss of $11.5 million, or $0.13 per share, for the same period the prior year.  The increase in net loss was primarily attributable to higher selling, general and administrative expenses related to commercialization activities for Qsymia.  In the fourth quarter of 2012, the company recognized net product revenues of $2.0 million from sales of Qsymia.

 

Year End 2012 Results

 

For the year ended December 31, 2012, the company reported a net loss of $139.9 million, or $1.42 per share, compared to a loss of $46.1 million, or $0.55 per share, for the year ended December 31, 2011.  The increase was primarily due to higher selling, general and administrative expenses incurred for the commercialization of Qsymia.

 

Mr. Wilson continued, “We are executing a commercialization strategy focused on driving awareness of Qsymia and the important role it can play in the medical obesity treatment paradigm.  There is an addressable patient population in the U.S. of approximately 100 million people, and less than 2% are currently being treated with pharmacotherapy for obesity.  We believe that Qsymia can change this dynamic.  Qsymia is the first-ever and only FDA-approved oral medication shown to achieve more than 10% average weight loss, and we believe there is a significant opportunity to improve patient care and drive value for our shareholders.  Throughout 2013, our strategy is focused on enhancing the infrastructure necessary to support Qsymia’s broad distribution and expand reimbursement access.”

 

Note to Investors

 

As previously announced, VIVUS will hold a conference call and an audio webcast to discuss the fourth quarter and full-year financial results today, February 25, 2013, beginning at 4:30 pm Eastern Time.  Investors can listen to this call by dialing 1-877-359-2916 and outside the U.S. (++) 224-357-2386.  A webcast replay will be available for 30 days and can be accessed at http://ir.vivus.com/.

 

About Qsymia

 

Qsymia was approved with a REMS with the goal of informing prescribers and patients of reproductive potential about an increased risk of orofacial clefts in infants exposed to Qsymia during the first trimester of pregnancy, the importance of pregnancy prevention for females of reproductive potential receiving Qsymia, and the need to discontinue Qsymia immediately if pregnancy occurs. The Qsymia REMS program includes a Medication Guide, Healthcare Provider training, distribution through certified home delivery pharmacies, implementation system and a time table for assessments.

 

Qsymia is indicated as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adult patients with an initial body mass index, or BMI, of 30 kg/m2 or greater (obese), or 27 kg/m2 or greater (overweight) in the presence of at least one weight-related comorbidity such as hypertension, type 2 diabetes mellitus, or dyslipidemia.  The effect of Qsymia on cardiovascular morbidity and mortality has not been established.  The safety and effectiveness of Qsymia in combination with other products intended for weight loss, including prescription and over-the-counter drugs and herbal preparations, have not been established.

 



 

Qsymia can cause fetal harm.  Data from pregnancy registries and epidemiology studies indicate that a fetus exposed to topiramate, a component of Qsymia, in the first trimester of pregnancy has an increased risk of oral clefts (cleft lip with or without cleft palate).  Qsymia must not be used by women who are pregnant; by patients with eye problems (glaucoma); by patients who have been told they have an overactive thyroid; by patients taking a type of anti-depressant called MAOI; or by patients who are allergic to phentermine, topiramate, or any of the ingredients in Qsymia.  The most common side effects seen in Qsymia clinical studies were tingling in the hands and feet, dizziness, change in taste, trouble sleeping, constipation, and dry mouth.

 

For more information about Qsymia, visit www.Qsymia.com or for full prescribing information see http://www.vivus.com/docs/QsymiaPI.pdf.

 

About STENDRA

 

STENDRA (avanafil), was approved by FDA on April 27, 2012 for the treatment of erectile dysfunction, or ED.  STENDRA is a phosphodiesterase 5, or PDE5, inhibitor indicated for the treatment of ED.

 

In March 2012, we submitted and the EMA accepted our MAA for avanafil.  The approved trade name for STENDRA in the EU is SPEDRA™.  In July 2012, we received the Day 120 List of Questions from the EMA.  The Day 120 List of Questions covers a broad range of topics including, without limitation, questions relating to clinical relevance in certain populations as well as questions regarding drug-drug interaction and pharmacokinetics.  We are in the process of preparing our response to the CHMP.

 

Avanafil is licensed from Mitsubishi Tanabe Pharma Corporation, or MTPC. VIVUS has development and commercial rights to avanafil for the treatment of sexual dysfunction worldwide with the exception of certain Asian Pacific Rim countries.  Through collaboration arrangements with third parties, we intend to commercialize STENDRA in the United States and, if approved, in the EU and other territories outside the United States.

 

Administration of STENDRA with any form of organic nitrates, either regularly and/or intermittently, is contraindicated. STENDRA is contraindicated in patients with a known hypersensitivity to any component of the tablet.  The most common adverse reactions include headache, flushing, nasal congestion, nasopharyngitis, and back pain.

 

For more information about STENDRA, visit www.STENDRA.com, or for full prescribing information see http://www.stendra.com/assets/pdf/STENDRA-avanafil-tablets-full-PI.pdf.

 



 

About VIVUS

 

VIVUS is a biopharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs in obesity, sleep apnea, diabetes and sexual health for U.S., Europe and other world markets.  Qsymia is also in phase 2 clinical development for the treatment of type 2 diabetes and obstructive sleep apnea.  For more information about the company, please visit www.vivus.com.

 

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “opportunity” and “should,” among others. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, our limited commercial experience with Qsymia in the U.S.; the timing of initiation and completion of the clinical studies required as part of the approval of Qsymia by the United States Food and Drug Administration, or FDA; the response from the FDA to the data that VIVUS will submit relating to post-approval clinical studies; the impact of the indicated uses and contraindications contained in the Qsymia label and the Risk Evaluation and Mitigation Strategy, or REMS, requirements; the impact of distribution of Qsymia through a certified home delivery pharmacy network; whether or not the FDA approves our amendment to the REMS for Qsymia, which, if approved, would allow dispensing through select certified retail pharmacies to increase access while meeting all requirements of the REMS; that we may be required to provide further analysis of previously submitted clinical trial data; the negative opinion of the European Medicines Agency’s, or EMA, Committee for Medicinal Products for Human Use, or CHMP, for the Marketing Authorization Application, or MAA, for Qsymia; our ability to successfully commercialize or establish a marketing partnership for avanafil, which will be marketed in the U.S. under the name STENDRA™; the ability of our partners to obtain and maintain regulatory approvals to manufacture and adequately supply our products to meet demand; our history of losses and variable quarterly results; substantial competition; risks related to the failure to protect our intellectual property and litigation in which we may become involved; uncertainties of government or third party payer reimbursement; our reliance on sole source suppliers; our limited sales and marketing and manufacturing experience; our reliance on third parties and our collaborative partners; our failure to continue to develop innovative investigational drug candidates and drugs; risks related to the failure to obtain FDA or foreign authority clearances or approvals and noncompliance with FDA or foreign authority regulations; our ability to demonstrate through clinical testing the safety and effectiveness of our investigational drug candidates; the timing of initiation and completion of clinical trials and submissions to foreign authorities; the results of post-marketing studies are not favorable; compliance with post-marketing regulatory standards is not maintained; the volatility and liquidity of the financial markets; our liquidity and capital resources; and our expected future revenues, operations and expenditures. As with any pharmaceutical in development, there are significant risks in the development, the regulatory approval, and the commercialization of new products. There are no guarantees that the product will receive regulatory approval outside the United States for any indication or prove to be commercially successful. VIVUS does not undertake an obligation to update or revise any forward-looking statements. Investors should read the risk factors set forth in VIVUS’s Form 10-K for the year ending December 31, 2011, and periodic reports filed with the Securities and Exchange Commission.

 



 

VIVUS, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

 

 

Three Months Ended

 

Years Ended

 

 

 

December 31

 

December 31

 

December 31

 

December 31

 

 

 

2012

 

2011

 

2012

 

2011*

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Net product revenue

 

$

1,971

 

$

 

$

2,012

 

$

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

183

 

 

187

 

 

Research and development

 

7,758

 

5,351

 

32,065

 

24,604

 

Selling, general and administrative

 

50,314

 

6,538

 

109,665

 

22,472

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

58,255

 

11,889

 

141,917

 

47,076

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(56,284

)

(11,889

)

(139,905

)

(47,076

)

 

 

 

 

 

 

 

 

 

 

Interest and other income, net

 

69

 

30

 

199

 

240

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

(56,215

)

(11,859

)

(139,706

)

(46,836

)

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

(14

)

(184

)

(27

)

(190

)

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

(56,229

)

(12,043

)

(139,733

)

(47,026

)

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations

 

(430

)

580

 

(148

)

886

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(56,659

)

$

(11,463

)

$

(139,881

)

$

(46,140

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.56

)

$

(0.14

)

$

(1.42

)

$

(0.56

)

Discontinued operations

 

(0.00

)

0.01

 

(0.00

)

0.01

 

Net loss per share

 

$

(0.56

)

$

(0.13

)

$

(1.42

)

$

(0.55

)

 

 

 

 

 

 

 

 

 

 

Shares used in per share computation:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

100,626

 

88,921

 

98,289

 

84,392

 

 


*The Condensed Consolidated Statement of Operations at December 31, 2011 has been derived from the Company’s audited financial statements at that date.

 



 

VIVUS, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value amount)

 

 

 

December 31

 

December 31

 

 

 

2012

 

2011*

 

 

 

(unaudited)

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

58,605

 

$

39,554

 

Available-for-sale securities

 

155,981

 

107,282

 

Accounts receivable, net

 

2,778

 

 

Inventories

 

25,353

 

3,107

 

Prepaid expenses and other assets

 

19,446

 

1,793

 

Total current assets

 

262,163

 

151,736

 

Property and equipment, net

 

1,951

 

320

 

Total assets

 

$

264,114

 

$

152,056

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

25,375

 

$

2,940

 

Accrued and other liabilities

 

13,777

 

6,392

 

Deferred revenue

 

1,150

 

 

Current liabilities of discontinued operations

 

903

 

1,640

 

Total current liabilities

 

41,205

 

10,972

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock and additional paid-in capital

 

709,022

 

487,324

 

Accumulated other comprehensive income

 

33

 

25

 

Accumulated deficit

 

(486,146

)

(346,265

)

Total stockholders’ equity

 

222,909

 

141,084

 

Total liabilities and stockholders’ equity

 

$

264,114

 

$

152,056

 

 


*The Condensed Consolidated Balance Sheet at December 31, 2011 has been derived from the Company’s audited financial statements at that date.

 


GRAPHIC 3 g59991mm01i001.jpg GRAPHIC begin 644 g59991mm01i001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#UXVP[-^=0 MLA0X:KU1RQ[T]QTIIC*=%%%6,ECA,@W9P*F2`(VX$FFVS\%?Q%3U#;$%,=!( MNTG%/HI"*YMACY6Y]Z@(P<&KQX&35)CN8GU-4F-#:**F@CW'<>@JF`B0,_)X M'O4\<(C).2LZ9H9C?4;M+99L["P)!QUZ# MWK*_X3OPM_T&H/R;_"NJN(([B(QR1HZD='4$5X=\1O"T>@ZFEY9Q;+.[)^0# MB-QU'T/4?C730C";Y7N7%)Z'I">/?"ZN"-9@)ST`;G]*Z6PO[74[-+RSE$L$ MF=K@$9P<=Z\0^&5_:6GBD0744;?:XS'$[J#L?J,?7I7N-LPV[.!CI17IJ#L@ MDK&5>^-/#FG74EM>:I'#+$VUU96X/IG%5_\`A87A+_H-V_Y-_A3?B!<6%IX. MU![R*-_,C,<2L!DR'A<>XZ_A7@EE9S:A>PV=LF^:=PB#W-71H0J1YG=#C%-7 M/>I/B!X6D`CCUF!F;L`W^%:X((!'0UB^'?"NF^';)(H((Y+C'[VX906<]^>P M]JVJQDHI^Z2[=!5!9@!U-754*H4=JAMT_C/X58K)L3"BBBD(****`"BBB@`H MHHH`2L+Q9H,>OZ)<6+@!I%S&Q_AD'0UO4UT#J5JHR<7=#3L?+[+<6%X5(:*X MMY/Q5E/^(KW_`,+:XFNZ):ZBF-[+ME4?PN.&'^?6O.OBIX=-EJ2:S`F(KH[) ML#[L@[_B/Y5A>&O%]UX#P\G\1_#I^=7?AEIMG9NVO:G<0V^[,5H)G"[C_$P MS^7YUQ&D:9<:WJUO809,EP^"Q[#NQ^@R:]NUC2;*T\&75E';QM%;63K'N0$C M"]?KWI5+4X*F@>BL:*:SI4DBQIJ5HSN<*JS*23Z#FD76](9L?VK9CG!_?KQ^ MM>;_``AMX9+[47DAC=DCCVLR@E3D]/2E^+'AR.TFM-9MH$CCGS%,$4`!ARI_ M$9_*L/91]IR7(Y5>QZW9WUE>HQLKJ&X5#AC$X8`^^*K_`-OZ,"0=6LQ@X.9U MX/YU2\%WEKJ'A6QN[6&*+?$%D6-0/G7@YQ]*Y[3=%T_Q)X^U#5WLH6LM-Q;1 M+Y8VRRC[S$=\9Q^5,$ M@O&X8`CW%>*_$&TMX_B0D*01I&Q@!15`!SC/%>VPV\%O'Y4$,<2?W44*/R%. MI348Q:Z@TDBG_P`)!HO_`$%K+T_UZ_XU:N;RVLH#<75Q%!$.KR,%'YFN(&DV M2?&`XLX-CZ;YFWRQC=NQG'K7/>,]5CB^*-JFN!GTJTV,L)&4P1]['?G^5.-) M2=EVN-1N>D1^*_#\P8QZS9':,G]\.E7Y[ZVMO+\^=$\TX3)ZUS>LZ)H'C?0F MCT^:S>95W6]Q#@F-NV<6DUA>S6=PFR:!RCCW%?3[*&4@ M]Z\[\7_#UM?U^"_MY8X5;"W8/5@.Z^^./RKLPU90NI;&D)6W*GPK\/?9;&37 M+A/WMR-D&1T0=3^)_E78>(CCPWJ7_7K)_P"@FKT$$5M!'!"@2*)0B*.P'`K/ M\066HZCILME826L0N(VCE><,2`1CY<=_K42GSU.9BO=W.$^#*[[S4U_Z9QD_ MF:]'\3Z*FO\`AV[TT@;I$S$3_"XY4_G7+^#/`^M^$[N6:.]L9XKD*LJLCA@H M/;WYKOJ5>:=3FBPD];H\6\#>*I]#TC5M'*L;QB/L<1Z^IW/&N97_ON>6;\ZP;?P'!#X_E\1;D,!7S(X<*5N`5@8'Z'_P"M7M@.1FN7\:>"+7Q;!&_G&VO(`1', M!D$?W6'I52QTWQ_96B67]J:3*B#:MQ)&Y<#Z=#^-5.49PBKZH'9I$R@2_%IF M4Y\G2\875QIMVI-]8JN9(_E>,,,CGN..E7/#_`(=711<7 M$]T][J%XP:YNI!@N1T`'91V%9=WX4U>'Q/<^(M)U6*.XGPK6\\9,3(`!@D'. MF1T(KUKPOJA/Z5@:SX:\2>*UBL]8N[&ST]'#R1V@9GD(]VZ5UUG:0V%G# M:6R!(84"(H[`556IS02>K')W1/1117.0%%%%`!5>Y3^,?0U8I&`92#WIH"A4 MD2;W`[#K364JQ4]JM0IL3GJ>M4WH,?2T45`@HHHH`*2EHH`****`"BBB@`HH IHH`****`"BBB@""7_6U/1138!1112`****`"BBB@`HHHH`****`/_]D_ ` end