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 11, 2016
BSQUARE CORPORATION
(Exact name of Registrant as specified in its charter)
Washington |
|
000-27687 |
|
91-1650880 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
110 110th Ave NE, Suite 300
Bellevue, WA 98004
425-519-5900
(Address and Telephone Number of Registrant’s Principal Executive Offices)
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)) |
On February 11, 2016, BSQUARE Corporation (the “Company”) announced its financial results for the quarter and year ended December 31, 2015. A copy of the Company’s press release announcing these financial results and certain other information is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by this reference.
The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
|
(d) |
The following exhibit is furnished with this Form 8-K pursuant to Item 2.02: |
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press release dated February 11, 2016 |
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.
|
|
BSQUARE CORPORATION |
||
|
|
|
|
|
Date: February 11, 2016 |
|
By: |
|
/s/ Martin L. Heimbigner |
|
|
|
|
Martin L. Heimbigner |
|
|
|
|
Chief Financial Officer, Secretary and Treasurer |
Exhibit 99.1
Bsquare Reports Fourth Quarter and Full Year 2015 Results
Full Year Earnings per Share increases from $0.20 in 2014 to $0.49 in 2015
Bellevue, Wash., – February 11, 2016 – BSQUARE Corporation (NASDAQ: BSQR) today announced financial results for the fourth quarter and full year ended December 31, 2015.
Jerry Chase, Bsquare President and Chief Executive Officer, commented, “During 2015 we focused on execution within our core businesses while laying the groundwork for DataV, our new Internet of Things (IoT) software offering. As a result, we were able to deliver profits in each quarter and more than doubled our year-over-year earnings per share. Further, during the fourth quarter, we engaged with customers on paid commercial trials of DataV.”
Mr. Chase continued, “For 2016, we will continue to focus on profitability and cash flow from our professional engineering services and embedded software businesses. We anticipate continued customer traction with respect to DataV, which we believe will further enhance shareholder value.”
Q4 2015 Financial Highlights
Total revenue for the quarter was $25.0 million, down 5% compared to the third quarter of 2015, and down 2% from the prior year period. Net income for the quarter was $1.1 million, or $0.09 per share, compared to net income of $1.2 million, or $0.10 per share, in the third quarter of 2015 and net income of $1.4 million, or $0.12 per share, in the year-ago quarter. The fourth quarter of 2014 included recognition of $598,000 of revenue and gross profit resulting from completion of a large hand-held project in Japan. Adjusted EBITDAS for the fourth quarter of 2015 was $1.9 million, compared to $2.0 million in the third quarter of 2015 and $1.7 million in the year-ago quarter. Our cash and investments (including restricted cash) increased to $30.0 million at the end of the fourth quarter of 2015.
Details as follows (unaudited, in 000’s except per share amounts):
|
Three Months Ended |
|
|||||||||
|
12/31/2015 |
|
|
9/30/2015 |
|
|
12/31/2014 |
|
|||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
Third-party Software |
$ |
18,971 |
|
|
$ |
20,790 |
|
|
$ |
20,056 |
|
Engineering Services |
|
5,499 |
|
|
|
5,220 |
|
|
|
4,979 |
|
Proprietary Software |
|
558 |
|
|
|
425 |
|
|
|
560 |
|
Total Revenue |
|
25,028 |
|
|
|
26,435 |
|
|
|
25,595 |
|
Total Gross Profit |
|
4,916 |
|
|
|
4,873 |
|
|
|
4,764 |
|
Gross Margins: |
|
|
|
|
|
|
|
|
|
|
|
Third-party Software |
|
15 |
% |
|
|
15 |
% |
|
|
14 |
% |
Engineering Services |
|
29 |
% |
|
|
26 |
% |
|
|
29 |
% |
Proprietary Software |
|
80 |
% |
|
|
74 |
% |
|
|
85 |
% |
Total Gross Margin |
|
20 |
% |
|
|
18 |
% |
|
|
19 |
% |
Total Operating Expenses |
|
3,619 |
|
|
|
3,486 |
|
|
|
3,476 |
|
Net Income |
$ |
1,140 |
|
|
$ |
1,245 |
|
|
$ |
1,396 |
|
Per Share-Diluted |
$ |
0.09 |
|
|
$ |
0.10 |
|
|
$ |
0.12 |
|
Adjusted EBITDAS* |
$ |
1,941 |
|
|
$ |
1,977 |
|
|
$ |
1,725 |
|
Cash and Investments EoQ** |
$ |
29,973 |
|
|
$ |
29,561 |
|
|
$ |
26,640 |
|
* Adjusted EBITDAS = Operating income (loss) before depreciation, amortization and stock compensation expense. Adjusted EBITDAS is a non-GAAP measurement (reconciliation provided after financial statement tables).
** Cash and Investments EoQ includes both short and long-term amounts (long-term at 12/31/15 = $250,000).
110 110th Ave. NE., Suite 300, Bellevue, Washington 98004 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999
Financial Commentary on Fourth Quarter 2015 Results (Comparison to Third Quarter 2015)
· |
Third-party software sales decreased $1.8 million, or 9%, due to decreases in sales of Microsoft Embedded software and Windows Mobile operating systems and as a result of timing of customer orders; |
· |
Engineering services revenue increased $279,000, or 5%, driven primarily by increases in revenue from North American projects; |
· |
Engineering services margin increased three percentage points to 29%, primarily due to improved utilization; |
· |
Operating expenses increased $133,000, or 4%, driven primarily by increased sales expenses associated with the timing of customer bookings signed in the fourth quarter and the related sales commissions, as well as increased investment in marketing programs to support our DataV product initiatives; and |
· |
Cash and investments increased $0.4 million in the fourth quarter primarily due to Adjusted EBITDAS contribution, partially offset by changes in working capital. Days sales outstanding (DSO) was 70 for Q4, 54 for Q3 and 49 for Q4 2014. As previously disclosed, we are providing extended payment terms to a highly credit-worthy customer and this has resulted in an increase in our DSO. |
Full Year 2015 Financial Highlights
Total revenue for 2015 was $106.6 million, up 11% from 2014. Net income for 2015 was $6.1 million, or $0.49 per diluted share, compared to net income of $2.3 million, or $0.20 per share, in 2014. Adjusted EBITDAS was $8.5 million for 2015 compared to $4.1 million in 2014. Cash and investments increased by $3.3 million during the 2015 full year period.
Details as follows (unaudited, in 000’s except per share amounts):
|
Year Ended |
|
|||||
Revenue: |
12/31/2015 |
|
|
12/31/2014 |
|
||
Third-party Software |
$ |
82,885 |
|
|
$ |
73,933 |
|
Engineering Services |
|
20,393 |
|
|
|
19,669 |
|
Proprietary Software |
|
3,323 |
|
|
|
2,314 |
|
Total Revenue |
|
106,601 |
|
|
|
95,916 |
|
Total Gross Profit |
|
20,470 |
|
|
|
16,527 |
|
Gross Margins: |
|
|
|
|
|
|
|
Third-party Software |
|
15 |
% |
|
|
14 |
% |
Engineering Services |
|
25 |
% |
|
|
24 |
% |
Proprietary Software |
|
85 |
% |
|
|
75 |
% |
Total Gross Margin |
|
19 |
% |
|
|
17 |
% |
Total Operating Expenses |
|
14,039 |
|
|
|
14,043 |
|
Net Income |
$ |
6,093 |
|
|
$ |
2,345 |
|
Per Share-Diluted |
$ |
0.49 |
|
|
$ |
0.20 |
|
Adjusted EBITDAS* |
$ |
8,522 |
|
|
$ |
4,090 |
|
Cash and Investments EoQ** |
$ |
29,973 |
|
|
$ |
26,640 |
|
* Adjusted EBITDAS = Operating income (loss) before depreciation, amortization and stock compensation expense. Adjusted EBITDAS is a non-GAAP measurement (reconciliation provided after financial statement tables).
** Cash and Investments EoQ includes both short and long-term amounts (long-term at 12/31/15 = $250,000).
110 110th Ave. NE., Suite 300, Bellevue, Washington 98004 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999
Financial Commentary on 2015 Full Year Results (Comparison to 2014 Full Year Results)
|
· |
Third-party software sales increased by $9.0 million, or 12%, primarily due to increased customer demand, in particular from our largest customer; |
|
· |
The increase in engineering services revenue of $0.7 million, or 4%, was driven primarily by increases in revenue from North American projects, partially offset by decreases in revenue from Asia as a result of the completion of a large handheld project in Japan in 2014; |
|
· |
The increase in third-party software margin, up one percentage point, was driven primarily by improved operational efficiencies as well as a more favorable product and customer mix; |
|
· |
The increase in engineering services margin, up one percentage point, was primarily due to improved utilization; |
|
· |
Operating expenses were relatively flat year-over-year, with small decreases in research and development and marketing offset by increases in sales and general and administrative spending; and |
|
· |
Non-cash stock-based compensation expenses increased approximately $0.5 million to $1.5 million in 2015 as a result of awards to employees and higher prevailing stock prices during 2015. |
Q1 2016 Outlook
|
· |
Bsquare has often experienced quarterly fluctuations in revenue, and first quarter results have historically been among the company’s lowest revenue periods. Management currently expects revenue for the first quarter to be in the range of $23 million to $25 million; |
|
· |
Gross margin for services will continue in the mid-20% range; |
|
· |
Increased bookings and revenue from DataV; |
|
· |
Continued GAAP profitability; and |
|
· |
As previously noted, we expect our accounts receivable balance will continue to increase during the first few months of 2016 due to extended payment terms granted to a highly credit-worthy customer. |
Conference Call
Management will host a conference call today, February 11, 2016, at 5 p.m. Eastern Standard Time (2 p.m. Pacific Standard Time.) To access the call dial 1-888-262-8973 or 1-913-312-0387 for international callers, and reference "Bsquare Corporation Fourth Quarter 2015 Earnings Conference Call." A replay will be available for two weeks following the call by dialing 1-877-870-5176, or 1-858-384-5517 for international callers; reference pin number 224142. A live and replay Webcast of the call will be available at www.bsquare.com in the investor relations section.
About Bsquare Corporation
For more than two decades, Bsquare has helped its customers extract business value from a broad array of physical assets by making them intelligent, connecting them, and using the data they generate to optimize business processes. Bsquare DataV software solutions can be deployed by a wide variety of enterprises to create business-focused Internet of Things (IoT) systems that more effectively monitor device data, automate processes, predict events and produce better business outcomes. Bsquare goes a step further by coupling its purpose-built DataV software with comprehensive analytic and engineering services that help organizations of all types make IoT a business reality. For more information, visit www.bsquare.com.
110 110th Ave. NE., Suite 300, Bellevue, Washington 98004 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999
Cautionary Note Regarding Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of the safe-harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "expect," "believe," "plan," "strategy," "future," "may," "should," "will," and similar references to future periods. Examples of forward-looking statements include, among others: statements we make regarding expected operating results in future periods, such as anticipated revenue, gross margins, profitability, cash and investments; and strategies for customer retention, growth, new product and service developments, and market position. Forward-looking statements are neither historical facts nor assurances about future performance. Instead, they are based on current beliefs, expectations and assumptions about the future of our business and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others: the extent to which we are successful in gaining new long-term customers and retaining existing ones; whether we are able to maintain our favorable relationship with Microsoft as a systems integrator and distributor; our ability to execute our development initiatives and sales and marketing strategies around DataV™, the Internet of Things, and our product and service offerings more generally; our success in leveraging strategic partnering initiatives with companies such as Microsoft and Intel; and such other risk factors as discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by law, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Bsquare Contact:Investor Contact:
Marty Heimbigner, CFOLeslie Phillips
BSQUARE Corporationthe Blueshirt Group
+1 425.519.5900+ 1 415.217.5869
investorrelations@bsquare.comleslie@blueshirtgroup.com
###
Bsquare, the Bsquare Logo, and DataV are trademarks of Bsquare Corporation in the U.S. and other countries. Other names and brands herein may be trademarks of others.
110 110th Ave. NE., Suite 300, Bellevue, Washington 98004 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
|
|
December 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
16,443 |
|
|
$ |
13,127 |
|
Short-term investments |
|
|
13,280 |
|
|
|
13,263 |
|
Accounts receivable, net of allowance for doubtful accounts of $62 at December 31, 2015 and $125 at December 31, 2014 |
|
|
19,009 |
|
|
|
13,626 |
|
Prepaid expenses and other current assets |
|
|
580 |
|
|
|
717 |
|
Total current assets |
|
|
49,312 |
|
|
|
40,733 |
|
Equipment, furniture and leasehold improvements, net |
|
|
1,167 |
|
|
|
1,336 |
|
Restricted cash equivalents |
|
|
250 |
|
|
|
250 |
|
Deferred tax assets |
|
|
145 |
|
|
|
401 |
|
Intangible assets, net |
|
|
594 |
|
|
|
729 |
|
Goodwill |
|
|
3,738 |
|
|
|
3,738 |
|
Other non-current assets |
|
|
52 |
|
|
|
54 |
|
Total assets |
|
$ |
55,258 |
|
|
$ |
47,241 |
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Third-party software fees payable |
|
$ |
11,789 |
|
|
$ |
12,247 |
|
Accounts payable |
|
|
188 |
|
|
|
165 |
|
Accrued compensation |
|
|
2,390 |
|
|
|
2,106 |
|
Other accrued expenses |
|
|
1,277 |
|
|
|
1,539 |
|
Deferred rent, current portion |
|
|
298 |
|
|
|
275 |
|
Deferred revenue |
|
|
1,135 |
|
|
|
712 |
|
Total current liabilities |
|
|
17,077 |
|
|
|
17,044 |
|
Deferred tax liability |
|
|
97 |
|
|
|
144 |
|
Deferred rent |
|
|
1,177 |
|
|
|
1,476 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Shareholders' equity: |
|
|
|
|
|
|
|
|
Preferred stock, no par value: 10,000,000 shares authorized; no shares issued and outstanding |
|
|
— |
|
|
|
— |
|
Common stock, no par value: 37,500,000 shares authorized; 12,092,598 shares issued and outstanding at December 31, 2015 and 11,767,577 shares issued and outstanding at December 31, 2014 |
|
|
133,331 |
|
|
|
131,071 |
|
Accumulated other comprehensive loss |
|
|
(869 |
) |
|
|
(846 |
) |
Accumulated deficit |
|
|
(95,555 |
) |
|
|
(101,648 |
) |
Total shareholders' equity |
|
|
36,907 |
|
|
|
28,577 |
|
Total liabilities and shareholders' equity |
|
$ |
55,258 |
|
|
$ |
47,241 |
|
110 110th Ave. NE., Suite 300, Bellevue, Washington 98004 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
December 31, |
|
|
December 31, |
|
||||||||||
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
$ |
19,529 |
|
|
$ |
20,616 |
|
|
$ |
86,208 |
|
|
$ |
76,247 |
|
Service |
|
5,499 |
|
|
|
4,979 |
|
|
|
20,393 |
|
|
|
19,669 |
|
Total revenue |
|
25,028 |
|
|
|
25,595 |
|
|
|
106,601 |
|
|
|
95,916 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
16,205 |
|
|
|
17,300 |
|
|
|
70,937 |
|
|
|
64,489 |
|
Service |
|
3,907 |
|
|
|
3,531 |
|
|
|
15,194 |
|
|
|
14,900 |
|
Total cost of revenue |
|
20,112 |
|
|
|
20,831 |
|
|
|
86,131 |
|
|
|
79,389 |
|
Gross profit |
|
4,916 |
|
|
|
4,764 |
|
|
|
20,470 |
|
|
|
16,527 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
3,280 |
|
|
|
3,011 |
|
|
|
12,400 |
|
|
|
12,363 |
|
Research and development |
|
339 |
|
|
|
465 |
|
|
|
1,639 |
|
|
|
1,680 |
|
Total operating expenses |
|
3,619 |
|
|
|
3,476 |
|
|
|
14,039 |
|
|
|
14,043 |
|
Income from operations |
|
1,297 |
|
|
|
1,288 |
|
|
|
6,431 |
|
|
|
2,484 |
|
Other income (expense), net |
|
8 |
|
|
|
17 |
|
|
|
132 |
|
|
|
(101 |
) |
Income before income taxes |
|
1,305 |
|
|
|
1,305 |
|
|
|
6,563 |
|
|
|
2,383 |
|
Income tax expense |
|
(165 |
) |
|
|
91 |
|
|
|
(470 |
) |
|
|
(38 |
) |
Net income |
$ |
1,140 |
|
|
$ |
1,396 |
|
|
$ |
6,093 |
|
|
$ |
2,345 |
|
Basic income per share |
$ |
0.09 |
|
|
$ |
0.12 |
|
|
$ |
0.51 |
|
|
$ |
0.20 |
|
Diluted income per share |
$ |
0.09 |
|
|
$ |
0.12 |
|
|
$ |
0.49 |
|
|
$ |
0.20 |
|
Shares used in calculation of income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
12,047 |
|
|
|
11,735 |
|
|
|
11,938 |
|
|
|
11,574 |
|
Diluted |
|
12,649 |
|
|
|
11,945 |
|
|
|
12,419 |
|
|
|
11,788 |
|
110 110th Ave. NE., Suite 300, Bellevue, Washington 98004 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999
BSQUARE CORPORATION |
NON-GAAP INFORMATION AND RECONCILIATION TO COMPARABLE GAAP FINANCIAL MEASURES |
(In thousands, unaudited)
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
December 31, |
|
|
December 31, |
|
||||||||||
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
||||
Adjusted EBITDAS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations, as reported |
$ |
1,297 |
|
|
$ |
1,288 |
|
|
$ |
6,431 |
|
|
$ |
2,484 |
|
Depreciation and amortization |
|
150 |
|
|
|
146 |
|
|
|
575 |
|
|
|
624 |
|
Stock-based compensation expense |
|
494 |
|
|
|
291 |
|
|
|
1,516 |
|
|
|
982 |
|
Adjusted EBITDAS (1) |
$ |
1,941 |
|
|
$ |
1,725 |
|
|
$ |
8,522 |
|
|
$ |
4,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Adjusted EBITDAS is a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Adjusted EBITDAS is defined as operating income (loss) before depreciation expense on fixed assets and amortization expense (including impairment) on intangible assets, and stock-based compensation expense. Adjusted EBITDAS should not be construed as a substitute for income (loss) from operations, net income (loss), or net cash provided by (used in) operating activities (all as determined in accordance with GAAP) for the purpose of analyzing our operating performance, financial position and cash flows, as Adjusted EBITDAS is not defined by GAAP. However, the Company regards Adjusted EBITDAS as a complement to income (loss) from operations, net income (loss) and other GAAP financial performance measures, including an indirect measure of operating cash flow. |
|
110 110th Ave. NE., Suite 300, Bellevue, Washington 98004 Toll Free: 888.820.4500 Main: +1 425.519.5900 Fax: +1 425.519.5999
_L/PK.(GQ=7?[B''49'S'\!G\2*L>!=!_X1 M_P *VMNZ;;F4>=/Z[F[?@,#\*X3Q&FH^.O'TECI,D0CTI,+)*?D#AAN/0Y.[ M Z?PUK_\(_\ $G_H9+7\_P#[73 J^* ?!WQ&L?$,8*V5_P#)<@=,\!OTVM]5 M->HJP90RD%2,@CO7E&L^#?'6J:<\6HZM:7D,?[T0YY+ '&/D'/4=>]=+\,]> M.L>%TMY6)NK B%\]2O\ ?RX_P" F@!?BA_R(MU_UUB_]#%97AGXA^'-,\,Z M=8W5W*L\$"I(H@<@$>X%:OQ0_P"1%NO^NL7_ *&*7PAX>T6Z\(:5//I-E+*] MLK.[P*2Q]2<4 13?%7PQ'$7CFN9F'1$@8$_G@5AZ)9ZIXV\:P>);^T>TTVTP M;9'&"V,E0/7DY)Z=JL^//!JVL,.O^'K=+:ZL2'DBAC #*.=P7ID=_4?2NJ\( M^)X/%.BI=)M2YCPEQ$#]Q_;V/4?_ %J -;4?^09=_P#7%_Y&O%O OB76M$TF M>#3-!EU&)YM[2(&^4[0,< ^F?QKVG4?^09=_]<7_ )&N!^#?_(MWW_7U_P"R M+0 S_A/_ !9_T)EQ_P!\R?\ Q-;WA7Q+K6MWUQ#J>@RZ=%'$'21PWS'.,<@5 MUE%( HHHH *;WIU-[T .HHHH *QM<\.6^MLDDDTL4L:[5*\C\16S16=2E"K' MDFKH32DK,\VO/".K6#B6!5NE0A@8C\W'^R?Z9KT&:/[7I\D94CSHBN".F15B MBL,/@J=#FY-GT(A34;V/-K?P7K$H'F)#"/\ ;DS_ "S6G;^ 3D&ZO^.ZQ)_4 M_P"%=G+YGE-Y6WS,?+OZ?C7)ZMJ7BJTW$6<*QC_EI ID_G_A7#4P.%PZYI1< MOZ\K&;I0AJUK'EF/J>Y-7*X#PRUYK>OBXO9Y)EM1OPQ MX#'@<=!W/X5W]=V#K*M3YHQM'9&M.7,KI:!111766%>3V7A7QUHFI:A<:0]E M"MW,S,6=6R-S%>J\=:]8HH \W^S_ !4_Y_-/_)/_ (FHO^$!\2>(;F*3Q3K@ M:W1L^1 <_EP%'UP37IM% $-I:06%G#:6L:Q00H$1%Z "N*\1?#F.^U%M7T.] M?3=2+%V()V,WKD N#@ >H'7UKTBB@ KE?%W@:R\4JLX G M134.KN;U\14KM.;V5OD><:O\/=0L=7?5_"-\+.9R2UNQVKSU"GD8/]TC%1D_ M%65?)*6<6>#,#'G^9_E7I=%;&!P_A3P"VEZDVM:W=_;]58DJV25C)ZG)Y)QQ MGC':NLU4WHTJZ_LU$:],9$(=MHW'H2?;K5RB@#DO 'A:;PSI$WV[8VH7,A>9 ME;=@#[HSW[G\:ZVBB@ KA-+\*ZIH/Q!NM1L$A.CWF?-3S,,N>>%QV;]":[NB M@#G?'&CWFO>%Y["Q"&X=T8!VVC 8$\U=\-6$^E^&M.L;H*)X(%1PIR,CT-:M M% !UG8\'ZOX=\:?VKX<6%M.G_ -?:O+LP"?F44Z)X6^(7AZT>VTV:RACD;>X+JV6P!W7VKURB@#S;[+\5/^?V MQ_\ (?\ \35K3;?XD+JEH=0O+-K(2KYX79DIGG&%]*[^B@ HHHH *;WIU-[T M .HHHH **** "BBB@ HHHH 8L4:.SI&JL_WF P6^M/HHHM8 HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH **** "F]Z=3>] #J*** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H ] '_V0$! end
M*$=]B@9J>O1P^40@^:J[^70VAATM9#(HHX(EBB0)&@PJJ, "GT45["5M$= R
M65(8FEE<)&@RS$\ 5YAXBUIM9O\