0001615774-19-004028.txt : 20190314 0001615774-19-004028.hdr.sgml : 20190314 20190314083149 ACCESSION NUMBER: 0001615774-19-004028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190314 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190314 DATE AS OF CHANGE: 20190314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Celsius Holdings, Inc. CENTRAL INDEX KEY: 0001341766 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 202745790 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34611 FILM NUMBER: 19679802 BUSINESS ADDRESS: STREET 1: 2424 N. FEDERAL HWY STREET 2: SUITE 208 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 561-276-2239 MAIL ADDRESS: STREET 1: 2424 N. FEDERAL HWY STREET 2: SUITE 208 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: VECTOR VENTURES CORP. DATE OF NAME CHANGE: 20051018 8-K 1 s116707_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 14, 2019

 

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

000-55663   20-2745790
 (Commission File Number)   (IRS Employer Identification No.)

 

2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431

 (Address of principal executive offices and zip code)

 

(561) 276-2239
(Registrant’s telephone number including area code)
 
 
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 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(b) under the Exchange Act (17 CFR 240.14a-12)

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company 

 

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

 

 

 

 

When used in this Current Report on Form 8-K, unless otherwise indicated, the terms “the Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its subsidiaries.

 

Item 7.01 Regulation FD Disclosure.

 

On March 14, 2019, Celsius issued a press release (a) releasing financial results for the year and fourth quarter ended December 31, 2018; and (b) announcing that our management will then host a conference call that same day at 10:00 am Eastern Time to discuss the results with the investment community.

 

Persons desiring to participate in the conference call, please call one of the following telephone numbers at least 10 minutes before the start of the call:

 

  US: 877-709-8150

 

  International: 201-689-8354

 

An audio replay of the call will be available on the Company's website at https://www.celsiusholdingsinc.com/press-releases/

 

A copy of the press release is included as Exhibit 99.1 to this report.

 

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No   Description
     
99.1   Press Release dated March 14, 2019

 

SIGNATURE

 

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.

 

  CELSIUS HOLDINGS, INC.  
       
Date:  March 14, 2019 By: /s/ John Fieldly  
    John Fieldly, President and Chief Executive Officer  

 

 

EX-99.1 2 s116707_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

 

Celsius Holdings Delivers Record Annual Revenue of $52.6 Million, Up 45%

 

Driven by Robust North America Demand for Portfolio, up 62%

 

China Royalty License Agreement Closing Expected to Mitigate Risk and Recoup Investment of Over $10M

 

Boca Raton, FL (March 14, 2019) (Nasdaq: CELH) Celsius Holdings Inc., maker of the leading global fitness drink, CELSIUS®, today reported financial results for the year and quarter ended December 31, 2018.

 

Full Year 2018 Financial and Business Highlights:

 

Revenue of $52.6 million, up 45% from $36.2 million in 2017

Domestic revenue increased 62% to a record $38.9 million, up from $24.1 million in 2017

International revenue increased 13% to $13.7 million, up from $12.1 million in 2017

Gross profit increased 37% to $21.1 million, up from $15.4 million in 2017

Net loss to common stockholders was $11.4 million, inclusive of $7.2 million net investment in Asia, compared to a net loss to common stockholders of $8.6 million, inclusive of $7.3 million net investment in Asia, in 2017

Non-GAAP Adjusted EBITDA* of $(6.3) million compared to $(5.5) million in 2017, Excluding Asia investments and one-time charges, Celsius delivered a non-GAAP adjusted EBITDA profit* of $2.2 million in 2018.

Continued domestic expansion with new high-profile launches including Target, CVS, and Food Lion with further expansion in Fitness, Military and Vending channels

Expanded China market to 47,000 locations in 63 cities with regional distribution through partnership with Qifeng Food Technology (Beijing) Co. Ltd. Effective January 1, 2019 the Company entered into a royalty license and repayment of investment agreement with Qifeng Food Technology (Beijing) Co., Ltd., which establishes a risk-mitigated method of capturing market share in China.

European markets were down 17% versus the prior year as a result of timing of promotional programs, new flavor launches, and our partner’s reduction of inventory carrying values.

 

Fourth Quarter 2018 Financial Highlights:

 

Revenue of $14.7 million, up 62% from $9.1 million in the year ago quarter

Domestic revenue increased 63% to a record $10.9 million, up from $6.7 million in the year ago quarter

International revenue increased 55% to $3.8 million, up from $2.4 million in the year ago quarter

Gross profit of $5.4 million, up 42% from $3.8 million in the year ago quarter

Net loss to common stockholders was $890,000 compared to a net loss to common stockholders of $5.3 million in the year ago quarter

Non-GAAP Adjusted EBITDA* was $785,000 compared to $(4.6) million in the year ago quarter

 

Subsequent to Year End:

 

Secured additional distribution agreements with partners in the Anheuser-Busch InBev, Keuring Dr. Pepper and MillerCoors networks, further expanding availability to new regions

 

 

 

 

Announced expansion into sporting goods channel with distribution at more than 250 DICK’S Sporting Goods locations nationwide

 

“The exponential growth in our portfolio set a new record in 2018, achieving revenue of $52.6 million, a 45% increase over last year,” said John Fieldly, President and Chief Executive Officer. “This strong momentum reflects the continued, growing market demand for healthy beverages and the execution of our strategy to expand placement of our products through numerous high-quality distribution points. This coupled with meaningful marketing initiatives in large markets that target health conscious consumers where they Live, Work and Play proved we have a winning product that consumers love and our mission is to get that product to more consumers, profitably.”

 

Fieldly added, “Our domestic business continues to thrive with growth in excess of 60%, reaching a record $38.9 million in revenue for 2018. This is the direct result of efforts to identify, target and successfully launch distribution relationships with high-profile, world-class retailers such as Target, CVS and 7-Eleven. At the same time, we are further expanding placements in our Fitness, Military and Vending channels to reach a large number of consumers in a broader variety of settings.”

 

“Consumer demand also remains strong in Asia where we have invested approximately $7.2 million in 2018 to secure our presence in one the largest and fastest growing markets in the world,” continued Fieldly. “We have established an infrastructure, including distribution, sales, marketing and operational logistics that will support exponential growth and have selected an experienced, regional partner to manufacture, market and commercialize our products in China. Through the royalty license and repayment of investment agreement entered into effective January 1, 2019 with Qifeng Food Technology (Beijing) Co., Ltd., we have established a risk-mitigated method of capturing market share in China and while recouping the capital we have invested in China to date, over a five-year period.”

 

“We are increasingly optimistic about our prospects for future growth at accelerated rates while operating near a cash flow breakeven range. As we gain scale, the company expects increased operating leverage driving tangible cash flow. We continue to see strong market demand with both retailers and distribution partners which has been further supported in 2019 with the addition of DICK’S Sporting Goods and Anheuser-Busch, PepsiCo, Keurig Dr. Pepper, and MillerCoors distribution network partners,” concluded Fieldly.

 

Year Ended December 31, 2018 compared to Year Ended December 31, 2017

 

Revenue

 

For the full year 2018, revenue was approximately $52.6 million, an increase of $16.4 million or 45% from $36.2 million in 2017. The revenue increase was mainly attributable to strong growth of 62% in North American sales to $38.9 million. In addition, revenues from Asian markets increased 438% to $4.3 million and revenues from European markets decreased 17% to $9.2 million from the 2017 period to the 2018 period. The net increase in revenues reflected was related to additional sales volume, as opposed to increases in product pricing.

 

Gross Profit

 

Gross profit was $21.1 million, or 40.0% of revenue, in the year ended December 31, 2018 compared to $15.4 million, or 42.7% of revenue, in 2017. The increase in gross profit from 2017 to 2018 was primarily attributable to the increases in sales volume, while the decrease in gross profit margin is mainly attributable to increases in freight, product and new account acquisition costs.

 

Operating expenses

 

Selling and marketing expenses for the year ended December 31, 2018 were $21.2 million compared to $16.6 million for the year ended December 31, 2017, an increase of 28%. The increase was primarily due to marketing program incentives, particularly in the China market, as well as investments in employee costs. General and administrative expenses for the year ended December 31, 2018 were $10.5 million compared to $6.9 million in 2017, an increase of 52%. As a result of the royalty license and repayment of investment agreement entered into effective January 1, 2019 with Qifeng Food Technology (Beijing) Co., Ltd., we anticipate that selling and marketing expenses in China will decrease in subsequent periods. The increase in general and administrative expense was primarily due to increased stock-based compensation expense, the settlement of a claim with a former distributor, increased employee costs and professional fees, which were partially offset by savings in other areas.

 

 

 

 

Other expense

 

Total other expense was $566,000 for the year ended December 31, 2018, up from $161,000 in 2017, mainly the result of a $377,000 loss on a debt extinguishment and amortization of discounts on notes payable.

 

Net Loss

 

As a result of the all above, for the year ended December 31, 2018, Celsius had a net loss of $11.2 million, and after giving effect to preferred stock dividends of $213,133, a net loss available to common stockholders of $11.4 million, or ($0.23) per basic and diluted share based on a weighted average of 50,050,696 shares outstanding. In comparison, for the year ended December 31, 2017 the Company had a net loss of $8.2 million, and after giving effect to preferred stock dividends of $365,995, a net loss available to common stockholders of $8.6 million or ($0.19) per share based on a weighted average of 44,419,162 shares outstanding.

 

Three Months Ended December 31, 2018 Compared to Three Months Ended December 31, 2017

 

Revenue

 

For the three months ended December 31, 2018, revenue was approximately $14.7 million, an increase of $5.5 million or 62% compared to $9.1 million for same period in the prior year. The increase was primarily due to strong growth in North American sales revenue, which accounted for $10.9 million. The Asian Markets also reflected an increase of 270% to $1.6 million in revenues when compared to the same period in the prior year. The European Markets also increased 9% to $2.1 million compared to the fourth quarter of 2017. The increase in revenues reflected additional sales volume, as opposed to increases in product pricing.

 

Gross profit

 

For the three months ended December 31, 2018, gross profit increased by approximately $1.6 million, or 42% to $5.4 million, from $3.8 million for the same quarter in 2017. In contrast, gross profit margins decreased to 37.1% for the three months ended December 31, 2018 compared to 41.6% for the 2017 quarter. The increase in gross profit dollars is mainly related to an increase in sales volume while the decrease in gross profit margins was mainly attributable to increases in new account promotional allowances, lower margins on Asia sales and provisional increases in freight and production costs.

 

Total Operating Expense

 

Selling and marketing expenses for the three months ended December 31, 2018 were $2.8 million, a decrease of $4.5 million, or 62%, from $7.3 million in the same quarter in 2017. The decrease is primarily due to decreases in Asia marketing investments, which was partially offset by increases in human resources and selling expense. As a result of the royalty license and repayment of investment agreement entered into effective January 1, 2019 with Qifeng Food Technology (Beijing) Co., Ltd., we anticipate that selling in marketing expenses in China will decrease in subsequent periods. General and administrative expenses for the three months ended December 31, 2018 were $3.1 million, an increase of approximately $1.4 million, or 87%, from $1.6 million for the three months ended December 31, 2017. The increase was primarily attributable to increased stock-based compensation expense, investments in human resources and increases in administration costs, which were partially offset by savings in other areas.

 

Total Other Expense

 

Total other expense increased to $443,000 for the three months ended December 31, 2018, up from $38,000 for the same period in 2017, mainly attributable to a $377,000 loss on extinguishment of debt.

 

Net Income (Loss)

 

As a result of the all above, for the three months ended December 31, 2018, Celsius had a net loss of $849,772, and after giving effect to preferred stock dividends of $43,639, a net loss available to common stockholders of $893,411 or ($0.02) per basic and diluted share based on a weighted average of 51,163,682 shares outstanding. In comparison, for the three months ended December 31, 2017, the company had a net loss of $5.2 million, and after giving effect to preferred stock dividends of $92,252, net loss available to common stockholders of $5.3 million or $(0.12) per basic and diluted share based on a weighted average of 45,691,566 shares outstanding.

 

 

 

 

Liquidity and Capital Resources

 

As of December 31, 2018, the company had cash of $7.7 million compared to $14.2 million as of December 31, 2017. The company had working capital of $20.2 million as of December 31, 2018 compared to $20.6 million as of December 31, 2017.

 

Cash used in operations during the year ended December 31, 2018 totaled $11.7 million. The company incurred a net loss of $850,000 during the three months ended December 31, 2018, increasing the accumulated deficit to $73.4 million as of December 31, 2018.

 

Conference Call

 

Management will host a conference call today, Thursday, March 14, 2019 at 10:00 am ET to discuss the results with the investment community.

 

To participate in the conference call, please call one of the following telephone numbers at least 10 minutes before the start of the call:

 

U.S.:877-709-8150

 

International:201-689-8354

 

An audio replay of the call will be available on the Company's website at https://www.celsiusholdingsinc.com/press-releases/.

 

Disclosures can be found on the Company's online disclosure portal at: https://www.celsiusholdingsinc.com/sec-filings/.

 

About Celsius Holdings, Inc. 

 

Celsius Holdings, Inc. (Nasdaq: CELH), founded in April 2004, is a global company with a proprietary, clinically proven formula for its brand CELSIUS®. Celsius Holdings, Inc. has a corporate mission to become the global leader of a branded portfolio consisting of proprietary, clinically proven innovations which offer significant health benefits. CELSIUS®' Original Line comes in nine delicious sparkling and non-carbonated flavors in sleek 12oz cans and is also available in single-serve powdered packets. CELSIUS®' Stevia Line is available in five refreshing flavors and the line is naturally caffeinated and naturally sweetened.

 

Our trainer-grade CELSIUS HEAT™ line offers an additional 100mg of caffeine over CELSIUS®, to total 300mg per can, and also contains 2,000mg of L-citrulline, a vasodilator. CELSIUS HEAT™ is sold in 16oz cans and is available in five carbonated flavors. CELSIUS HEAT™ is a thermogenic pre-workout drink and targets professional trainers, competitive athletes, the military and first responders. CELSIUS HEAT™ was developed for those seeking a trainer-grade version of CELSIUS® versus the Original Line, which is sold in a smaller can package and appeals to the masses as an active lifestyle brand.

 

CELSIUS® has zero sugar, no preservatives, no aspartame, no high fructose corn syrup, and is non-GMO, with no artificial flavors or colors. The CELSIUS® line of products is Certified Kosher and Vegan. CELSIUS® is also soy and gluten free and contains very little sodium. CELSIUS® is sold nationally at fitness clubs, 7-Eleven, Sprouts, The Fresh Market and key regional retailers such as HEB, Publix, Winn-Dixie, Harris Teeter, Shaw's, Food Lion, CVS and many others.

 

CELSIUS®' functional claims are backed by six published university studies. The first study was conducted in 2005 and additional studies from the University of Oklahoma were conducted over the next five years. The studies were published in peer-reviewed journals and validate the unique benefits that CELSIUS® provides. For more information, please visit www.celsiusholdingsinc.com.

 

 

 

 

Forward-Looking Statements

 

This press release may contain statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Celsius Holdings’ future results of operations and/or financial position, or state other forward-looking information. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would,” or similar words. You should not rely on forward-looking statements since Celsius Holdings’ actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; and other risks and uncertainties discussed in the reports Celsius Holdings has filed previously with the Securities and Exchange Commission. Celsius Holdings does not intend to and undertakes no duty to update the information contained in this press release.

 

-- Tables Follow --

 

 

 

 

Celsius Holdings, Inc.

Consolidated Balance Sheets

 

   December 31,
2018 (1)
   December 31,
2017 (1)
 
ASSETS          
           
Current assets:          
Cash  $7,743,181   $14,186,624 
Accounts receivable, net   12,980,396    6,375,658 
Inventories, net   11,482,701    5,305,505 
Prepaid expenses and other current assets   2,299,375    1,180,444 
Total current assets   34,505,653    27,048,231 
           
Property and equipment, net   121,854    62,642 
Total Assets  $34,627,507   $27,110,873 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities:          
Accounts payable and accrued expenses  $14,845,211   $6,311,824 
Accrued preferred dividend       133,883 
Other current liabilities   19,933    17,921 
Total current liabilities   14,865,144    6,463,628 
           
Long-term liabilities:          
Revolving line of credit-note payable-related party   3,500,000    3,500,000 
Note payables-related party   4,459,381     
Total Liabilities   22,824,525    9,963,628 
           
Stockholders’ Equity:          
Preferred Stock, $0.001 par value; 2,500,000 shares authorized, zero and 6,760 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively       7 
Common stock, $0.001 par value; 75,000,000 shares authorized, 57,002,508 and 45,701,593 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively   57,003    45,702 
Additional paid-in capital   85,153,667    79,101,824 
Accumulated other comprehensive loss   (26,997)   (39,378)
Accumulated deficit   (73,380,691)   (61,960,910)
Total Stockholders’ Equity   11,802,982    17,147,245 
Total Liabilities and Stockholders’ Equity  $34,627,507   $27,110,873 

 

(1) Derived from Audited Financial Statements

 

 

 

 

Celsius Holdings, Inc.

Consolidated Statements of Operations

 

   For the three months   For the year 
   ended December 31,   ended December 31, 
   (Unaudited)   Audited (1) 
   2018   2017   2018   2017 
Revenue  $14,680,367   $9,140,941   $52,603,986   $36,164,064 
Cost of revenue   9,235,873    5,334,589    31,543,608    20,733,387 
Gross profit   5,444,494    3,806,352    21,060,378    15,430,677 
                     
Selling and marketing expenses 1   2,794,294    7,338,162    21,213,530    16,611,369 
General and administrative expenses   3,057,012    1,637,581    10,487,592    6,899,275 
Total operating expense   5,851,306    8,975,743    31,701,122    23,510,644 
                     
Loss from operations   (406,812)   (5,169,391)   (10,640,744)   (8,079,967)
                     
Other Expense:                    
                     
Interest expense   (51,465)   (38,421)   (174,409)   (160,616)
Loss on Debt Extinguishment   (377,048)       (377,048)    
Amortization of Discount on Notes Payable   (14,447)       (14,447)    
Total Other Expense   (442,960)   (38,421)   (565,904)   (160,616)
                     
Net Loss   (849,772)   (5,207,812)   (11,206,648)   (8,240,583)
                     
Preferred stock dividend – other   (43,639)   (92,252)   (213,133)   (365,995)
Net Loss available to common stockholders  $(893,411)  $(5,300,064)  $(11,419,781)  $(8,606,578)
                     
Weighted average shares outstanding   51,163,682   $45,691,566    50,050,696    44,419,162 
Loss per share, basic and diluted  $(0.02)  $(0.12)  $(0.23)  $(0.19)

 

(1) Derived from Audited Financial Statements

 

 

 

 

Celsius Holdings, Inc.

Reconciliation of Non-GAAP Financial Measure

 

  Three months ended Dec 31,   Twelve months ended Dec 31,
  2018   2017   2018   2017
Net income (loss) available to common stockholders (GAAP measure) (893,411)   (5,300,064)   (11,419,781)   (8,606,578)
Add back:              
Depreciation and amortization expense 16,562   5,618   51,205   20,425
Net interest expense 51,465   35,661   174,409   160,616
Preferred stock dividend 43,639   92,250   213,133   365,995
Stock-based compensation 1,190,019   600,727   4,293,797   2,569,042
Loss on Debt Extinguishment 377,048       377,048    
Non-GAAP Adjusted EBITDA 785,322   (4,565,808)   (6,310,189)   (5,490,500)
Non-recurring one-time charges:              
Inventory write-down, Priority Testing & Label artwork change fees 183,042   —    183,042   194,040
Label artwork change fees   —      41,321
Recruiting fees 67,250   51,320   100,583   164,697
CEO retirement compensation   —      422,659
Legal settlement     —    1,019,600   — 
Total non-recurring one-time charges 250,292   51,320   1,303,225   822,717
Non-GAAP Adjusted EBITDA excluding one-time charges 1,035,614   (4,514,488)   (5,006,964)   (4,667,783)
   Net Asia investment (899,749)   5,219,727   7,192,928   7,340,980
Net Non-GAAP Adjusted EBITDA excluding net Asia investment* 135,865   705,239   2,185,964   2,673,197

 

*The Company reports financial results in accordance with accounting principles generally accepted in the United States (“GAAP”), but believe that disclosure of adjusted EBITDA, a non-GAAP financial measure, may provide users with additional insights into operating performance.

 

 

 

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