0001144204-14-013633.txt : 20140306 0001144204-14-013633.hdr.sgml : 20140306 20140306073024 ACCESSION NUMBER: 0001144204-14-013633 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140306 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140306 DATE AS OF CHANGE: 20140306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THRESHOLD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001183765 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943409596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32979 FILM NUMBER: 14671410 BUSINESS ADDRESS: STREET 1: 170 HARBOR WAY STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650 474 8200 MAIL ADDRESS: STREET 1: 170 HARBOR WAY STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 8-K 1 v370750_8k.htm FORM 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): March 6, 2014

 


 

THRESHOLD PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

 


 

Delaware 001-32979 94-3409596
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (I.R.S. Employer
Identification No.)

 

170 Harbor Way, Suite 300

South San Francisco, California 94080

(Address of principal executive offices) (Zip code)

 

(650) 474-8200

(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:

 

¨ 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))

 

 
 

 

Item 2.02.  Results of Operations and Financial Condition

 

On March 6, 2014, Threshold Pharmaceuticals, Inc. issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2013.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein.

 

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, or the Securities Act. The information contained herein and in the accompanying exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Press Release of Threshold Pharmaceuticals, Inc. dated March 6, 2014 regarding its financial results for the fourth quarter and year ended December 31, 2013.

 

 
 

 

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.

 

  Threshold Pharmaceuticals, Inc.
     
Date:   March 6, 2014 By:     /s/ Joel A. Fernandes 
    Joel A. Fernandes 
    Vice President, Finance and Controller 

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release of Threshold Pharmaceuticals, Inc. dated March 6, 2014 regarding its financial results for the fourth quarter and year ended December 31, 2013.

 

 

 

EX-99.1 2 v370750_ex99-1.htm EXHIBIT 99.1

 

  NEWS RELEASE

 

Contact

Laura Hansen, Ph.D.

Senior Director, Corporate Communications

Phone: 650-474-8206

E-mail: lhansen@thresholdpharm.com

 

Threshold Pharmaceuticals Reports Fourth Quarter and Year End 2013 Financial and Operational Results

 

SOUTH SAN FRANCISCO, CA – March 6, 2014 – Threshold Pharmaceuticals, Inc. (Nasdaq: THLD), today reported financial results for the fourth quarter and year ended December 31, 2013 and reported on clinical development objectives for TH-302, the Company’s investigational hypoxia-targeted drug, which is currently being evaluated in two pivotal Phase 3 clinical trials, one in patients with advanced soft tissue sarcoma and the other in patients with advanced pancreatic cancer. Revenue for the fourth quarter and year ended December 31, 2013 was $3.2 million and $12.5 million, respectively. Net loss for the fourth quarter ended December 31, 2013 was $7.6 million, which included the operating loss of $7.8 million and non-cash income of $0.2 million related to changes in the fair value of the Company’s outstanding and exercised warrants that was classified as other income (expense). Net loss for the year ended December 31, 2013 was $28.4 million, which included the operating loss of $26.0 million and non-cash expense of $2.3 million related to changes in the fair value of the Company’s outstanding and exercised warrants. As of December 31, 2013, Threshold had $82.0 million in cash, cash equivalents and marketable securities, with no debt outstanding. Subsequent to December 31, 2013, Threshold received a $12.5 million milestone payment, which was earned during the fourth quarter of 2013, under its global license and co-development agreement with Merck KGaA, Darmstadt, Germany. The agreement includes an option for Threshold to co-commercialize TH-302 in the U.S.

 

“We began 2014 with the first pivotal trial of TH-302 in advanced soft tissue sarcoma fully enrolled, the second pivotal trial in advanced pancreatic cancer being conducted by our partner Merck KGaA well underway, and a third registration program in another solid tumor type expected to commence in the coming months,” said Barry Selick, Ph.D., Chief Executive Officer of Threshold. “In 2014, we expect the Independent Data Monitoring Committee for the soft tissue sarcoma trial, which monitors patient safety on an ongoing basis, will conduct a planned interim efficacy and safety analysis after 235 events are reported. Because the interim analysis is event-driven, we cannot predict with certainty when the interim analysis will commence, but current projections suggest that the number of events may be reached around mid-year, with the interim analysis to be conducted thereafter. Additionally, the Phase 3 MAESTRO study in advanced pancreatic cancer initiated by Merck KGaA a little over a year ago is currently on track with respect to patient recruitment, and we also look forward to providing more details on the expected third registration program in solid tumors. Regarding earlier-stage trials, including multiple myeloma and glioblastoma, we expect to have more data from the expansion of ongoing studies this year that may further guide strategic investment in additional development opportunities for TH-302.”

 

 
 

 

  NEWS RELEASE

 

Fourth Quarter and Year End 2013 Financial and Operational Results

 

Revenue for the fourth quarter and year ended December 31, 2013 was $3.2 million and $12.5 million, respectively, compared to $2.0 million and $5.9 million for the same periods in 2012, respectively. For the year ended December 31, 2013, we recognized $12.5 million in revenue from the amortization of the aggregate of $110 million in upfront and milestone payments earned in 2013 and 2012 from our collaboration with Merck KGaA. For the year ended December 31, 2012, we recognized $5.9 million in revenue from the amortization of the $67.5 million in upfront and milestone payments earned in 2012 from our collaboration with Merck KGaA. The revenue from the upfront payment and milestone payments earned under the agreement is being amortized over the relevant performance period, rather than being immediately recognized when the upfront payment and milestone are earned or received.

 

The net loss for the fourth quarter of 2013 was $7.6 million compared to a net income of $28.4 million for the fourth quarter of 2012. Included in the net loss for the fourth quarter of 2013 was an operating loss of $7.8 million and non-cash income of $0.2 million compared to an operating loss of $6.0 million and non-cash income of $34.4 million in the fourth quarter of 2012. The net loss for 2013 was $28.4 million compared to a net loss of $71.1 million in 2012. Included in the net loss for 2013 was an operating loss of $26.0 million and non-cash expense of $2.3 million compared to an operating loss of $20.0 million and non-cash expense of $51.2 million in 2012. The non-cash income or expense is related to changes in the fair value of the Company’s outstanding and exercised warrants that was classified as other income (expense).

 

Research and development expenses were $8.5 million for the fourth quarter ended December 31, 2013, compared to $6.2 million for the same period in 2012. The increase in research and development expenses, net of reimbursement for Merck KGaA’s 70% share of total development expenses for TH-302, was due primarily to a $1.3 million increase in clinical development expenses, a $0.6 million increase in consulting expenses and an increase of $0.4 million in employee related expenses, including a $0.3 million increase in non-cash stock-based compensation expense. Research and development expenses were $29.3 million for 2013, compared to $18.8 million in 2012. The increase in research and development expenses, net of reimbursement for Merck KGaA’s 70% share of total development expenses for TH-302, was due primarily to a $6.4 million increase in clinical development expenses, a $1.0 million increase in consulting expenses and an increase of $3.1 million in employee related expenses, including a $1.0 million increase in non-cash stock-based compensation expense.

 

General and administrative expenses were $2.5 million for the fourth quarter of 2013 versus $1.9 million for the fourth quarter of 2012. The increase in general and administrative expenses was due primarily to an increase in employee-related expenses to support the Company's ongoing collaboration with Merck KGaA, including a $0.1 million increase in non-cash stock-based compensation expense. General and administrative expenses were $9.2 million for 2013 versus $7.1 million in 2012. The increase in general and administrative expenses was due primarily to an increase in employee-related expenses to support the Company's ongoing collaboration with Merck KGaA, including a $0.9 million increase in non-cash stock-based compensation expense.

 

 
 

 

  NEWS RELEASE

 

Non-cash stock-based compensation expense included in total operating expenses was $1.4 million for the fourth quarter of 2013 versus $0.9 million for the fourth quarter of 2012. Non-cash stock-based compensation expense included in total operating expenses was $4.9 million for 2013 versus $3.0 million for 2012. The increase in stock-based compensation expense was due to the amortization of a greater number of options with higher fair values.

 

As of December 31, 2013 and 2012, Threshold had $82.0 million and $70.8 million in cash, cash equivalents and marketable securities, respectively. The net increase in cash, cash equivalents and marketable securities during 2013 was primarily due to the $42.5 million in milestone payments received from Threshold’s collaboration with Merck KGaA and $2.4 million from the exercise of warrants and stock options, partially offset by operating cash requirements for 2013.

 

Clinical Development Outlook for Company- and Merck KGaA-Sponsored Trials of TH-302

The development plan for TH-302 is designed to investigate its safety and efficacy across a broad range of solid tumors and hematologic malignancies. TH-302 is being developed in therapeutic areas supported by preclinical and clinical data and where there is high unmet need for new anti-cancer agents. To date, TH-302 has been evaluated in more than 1,000 patients with cancer. Threshold anticipates the following development activities related to Company- and Merck KGaA-sponsored clinical trials for TH-302 in 2014:

 

·Planned interim safety and efficacy analysis of the Phase 3 clinical trial in soft tissue sarcoma to be conducted by the Independent Data Monitoring Committee;

 

·Continued enrollment of patients in the Merck KGaA Phase 3 MAESTRO trial in patients with advanced pancreatic cancer;

 

·Initiation of a third registration program of TH-302 in another solid tumor type in partnership with Merck KGaA;

 

·Completion of the dose expansion portion of the Company’s Phase 1/2 trial in relapsed or refractory multiple myeloma and initiation of the third portion of the trial to determine preliminary safety and efficacy of TH-302 in combination with a proteasome inhibitor;

 

·Completion of the dose escalation portion of the Company’s Phase 1 trial of TH-302 in combination with sunitinib to determine the maximum tolerated dose; and

 

·Continued enrollment of patients in the Company’s Phase 2 biomarker trial in advanced melanoma.

 

 
 

 

  NEWS RELEASE

 

About TH-302

 

TH-302 is an investigational hypoxia-targeted drug that is designed to be activated under tumor hypoxic conditions, a hallmark of many cancers. Areas of low oxygen levels (hypoxia) in solid tumors are due to insufficient blood supply as a result of aberrant vasculature. Similarly, the bone marrow of patients with hematological malignancies has also been shown, in some cases, to be severely hypoxic.

 

TH-302 is currently under evaluation in two pivotal Phase 3 clinical trials: one in combination with doxorubicin versus doxorubicin alone in patients with advanced soft tissue sarcoma, and the other in combination with gemcitabine versus gemcitabine and placebo in patients with advanced pancreatic cancer. Both Phase 3 trials are being conducted under Special Protocol Assessment agreements with the U.S. Food and Drug Administration (FDA). The FDA and the European Commission have granted TH-302 Orphan Drug Designation for the treatment of soft tissue sarcoma and pancreatic cancer. TH-302 is also being investigated in hematological malignancies and in combination with other therapies in a variety of solid tumors.

 

Threshold has a global license and co-development agreement for TH-302 with Merck KGaA, Darmstadt, Germany, which includes an option for Threshold to co-commercialize in the U.S.

 

About Threshold Pharmaceuticals

 

Threshold is a biotechnology company focused on the discovery and development of drugs targeting tumor hypoxia, the low oxygen condition found in microenvironments of most solid tumors as well as the bone marrows of some hematologic malignancies. This approach offers broad potential to treat a variety of cancers. By selectively targeting tumor cells, we are building a pipeline of drugs that hold promise to be more effective and less toxic to healthy tissues than conventional anticancer drugs. For additional information, please visit our website (www.thresholdpharm.com).

 

 
 

 

  NEWS RELEASE

 

Forward-Looking Statements

 

Except for statements of historical fact, the statements in this press release are forward-looking statements, including all statements regarding anticipated development activities and outlook related to company- and Merck KGaA-sponsored clinical trials for TH-302; potential additional development opportunities for TH-302; the potential commencement of a third registration program for TH-302 and the timing thereof; the planned interim safety and efficacy analysis of the Phase 3 clinical trial in soft tissue sarcoma by the Independent Data Monitoring Committee and the timing thereof; the anticipated expansion of ongoing TH-302 studies and the expectation for additional data and the timing thereof; the completion of clinical trial events and expected continued enrollment in TH-302 clinical trials and the timing thereof; and the potential therapeutic uses and benefits of TH-302 to treat patients with soft tissue sarcoma, advanced pancreatic cancer, multiple myeloma, glioblastoma, advanced melanoma and other solid tumors and hematologic malignancies. These statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to: the ability of Threshold and Merck KGaA to enroll or complete TH-302 clinical trials; Threshold's dependence on its collaborative relationship with Merck KGaA, including its dependence on decisions by Merck KGaA regarding the amount and timing of resource expenditures for the development of TH-302 and the risk of potential disagreements with Merck KGaA regarding the commencement of additional clinical trials or milestone payments; the difficulty and uncertainty of pharmaceutical product development, including the time and expense required to conduct TH-302 clinical trials and analyze data, and the uncertainty of clinical success and regulatory approval; the risk that later trials may not confirm the results of earlier trials; that risk that clinical data from Company- and Merck KGaA-sponsored clinical trials may be insufficient to support any regulatory approval to market TH-302; issues arising in the regulatory process and the results of such clinical trials (including product safety issues and efficacy results); Threshold’s and Merck KGaA’s dependence on single source suppliers, including the risk that these single source suppliers may be unable to meet clinical supply demands for TH-302 which could significantly delay the development of TH-302; and Threshold’s need for and the availability of resources to develop TH-302 and to support Threshold’s operations. Further information regarding these and other risks is included under the heading "Risk Factors" in Threshold's Quarterly Report on Form 10-Q, which has been filed with the Securities and Exchange Commission on November 4, 2013 and is available from the SEC's website (www.sec.gov) and on our website (www.thresholdpharm.com) under the heading "Investors". We undertake no duty to update any forward-looking statement made in this news release.

 

 
 

 

THRESHOLD PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 

    Three Months Ended     Year Ended  
    December 31,     December 31,  
    2013     2012     2013     2012  
                         
Revenue   $ 3,212     $ 2,021     $ 12,495     $ 5,867  
                                 
Operating expenses                                
Research and development     8,533       6,163       29,334       18,786  
General and administrative     2,453       1,851       9,185       7,080  
Total Operating Expenses     10,986       8,014       38,519       25,866  
                                 
Loss from operations     (7,774 )     (5,993 )     (26,024 )     (19,999 )
                                 
Interest income (expense), net     32       25       136       80  
Other income (expense) (1)     234       34,356       (2,325 )     (51,216 )
Income (loss) before provision for taxes     (7,508 )     28,388       (28,213 )     (71,135 )
                                 
Provision for income taxes     81       -       202       -  
Net income (loss)   $ (7,589 )   $ 28,388     $ (28,415 )   $ (71,135 )
                                 
Net income (loss) per common share                                
Basic   $ (0.13 )   $ 0.50     $ (0.49 )   $ (1.31 )
Diluted   $ (0.13 )   $ (0.10 )   $ (0.49 )   $ (1.31 )
                                 
Weighted-average shares used in per common                                
share calculation:                                
Basic     59,226       56,298       57,832       54,219  
Diluted     59,226       62,627       57,832       54,219  

 

(1)Noncash income (expense) related to change in the fair value of the Company's outstanding and exercised      warrants, classified as other income (expense).

 

 
 

 

  THRESHOLD PHARMACEUTICALS, INC.

  CONDENSED CONSOLIDATED BALANCE SHEETS

  (in thousands)

 

    December 31,     December 31,  
    2013     2012  
    (unaudited)     (1)  
Assets                
                 
Cash, cash equivalents and                
marketable securities   $ 82,033     $ 70,848  
Collaboration Receivable     18,094       15,635  
Prepaid expenses and other current assets     2,246       1,167  
Property and equipment, net     686       812  
Other assets     1,059       1,059  
Total assets   $ 104,118     $ 89,521  
                 
Liabilities and stockholders' equity                
                 
Total current liabilities (2)   $ 27,016     $ 17,451  
Deferred Revenue     76,916       53,097  
Long-term liabilities (3)     23,661       32,826  
Stockholders' equity (deficit)     (23,475 )     (13,853 )
Total liabilities and stockholders' equity (deficit)   $ 104,118     $ 89,521  

  

(1)Derived from audited financial statements
(2)Amount includes current portion of deferred revenue of $14.7 million and $8.5 million as of December 31, 2013 and 2012, respectively.
(3)Includes as of December 31, 2013 and 2012, $23.4 million and $32.6 million of warrant liability, respectively.

 

 

 

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