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): June 5, 2013
ARI NETWORK SERVICES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin | 0-19608 | 39-1388360 |
10850 West Park Place, Suite 1200 | 53224 |
Registrants telephone number, including area code: (414) 973-4300
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 June 11, 2013, ARI Network Services, Inc. (the Company) issued a press release announcing its operating results for the third quarter ended April 30, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 5, 2013, the Board of Directors of the Company appointed Dwight B. Mamanteo as a member of the Companys Board, to hold office until the Companys Annual Meeting of Shareholders in January 2014 and until his successor is elected.
Mr. Mamanteo is a Portfolio Manager at Wynnefield Capital, Inc. (Wynnefield Capital), a private investment management firm that is an affiliate of Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, LP I, and Wynnefield Small Cap Value Offshore Fund, Ltd. (collectively, the Wynnefield Funds). Under the previously disclosed Securities Purchase Agreement dated March 12, 2013 among the Company, the Wynnefield Funds and certain other investors, the Wynnefield Funds acquired, in aggregate, 900,000 shares of the Companys Common Stock at a purchase of $1.50 per share, along with warrants to purchase, in aggregate, 300,000 shares of Common Stock at an exercise price of $2.00 per share. Mr. Mamanteos appointment to Companys Board of Directors was not pursuant to any arrangement or understanding between Mr. Mamanteo and any other person.
As a non-employee director of the Company, Mr. Mamanteo will participate in the same compensation arrangements as the other non-employee directors of the Company, which currently consists of a cash retainer of $22,000 per year and an annual grant of an option to purchase shares of the Companys common stock as determined by the Compensation Committee of the Companys Board. In addition, in connection with his appointment, Mr. Mamanteo was granted an option to purchase 10,000 shares of the Companys common stock under the Companys 2010 Equity Incentive Plan. This option will become exercisable as to 50% of the shares on July 31, 2013 and as to the remaining 50% of the shares on July 31, 2014.
Item 8.01. | Other Events. |
On June 10, 2013, the Company announced the appointment of Mr. Mamanteo to the Companys Board of Directors, as described in Item 5.02 above. The press release issued by the Company is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
2
Item 9.01. | Financial Statements and Exhibits. |
|
|
(d)
Exhibits
Exhibit No | Description |
|
|
99.1 | Press Release dated June 11, 2013 |
|
|
99.2 | Press Release dated June 10, 2013 |
3
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.
Date: June 11, 2013
ARI NETWORK SERVICES, INC.
By:
/s/ Darin R.Janecek
Darin R. Janecek
Vice President of Finance and Chief Financial Officer
4
EXHIBIT INDEX
Exhibit No. | Description |
|
|
99.1 | Press Release dated June 11, 2013 |
|
|
99.2 | Press Release dated June 10, 2013 |
5
Exhibit 99.1
For Immediate Release
ARI Network Services Announces 2013 Fiscal Third Quarter Results
Milwaukee, Wis., June 11, 2013 ARI Network Services (OTCBB: ARIS), a leading provider of website, software, and data solutions that help dealers, distributors, and manufacturers Sell More Stuff!TM, reported financial results today for its third quarter of fiscal 2013 ended April 30, 2013.
Highlights for the quarter included:
● | Total revenue for the quarter was $8.2 million, a 44.0% increase over the third quarter of fiscal year 2012. |
|
|
● | Recurring revenue for the quarter increased 60.1% to $7.7 million, or 93.0% of total revenue, from $4.8 million, or 83.7% of total revenue, for the same period in fiscal 2012. |
|
|
● | On November 28, 2012, the Company acquired the assets of the retail division of 50 Below Sales & Marketing, Inc., a leading provider of eCommerce websites to the powersports, automotive tire and wheel aftermarket and medical equipment industries. The 50 Below operation, which was purchased out of bankruptcy, generated an operating profit during the quarter, only the second quarter under ARI ownership. |
|
|
● | On March 13, 2013, the Company announced that it entered into agreements with various accredited investors in a private placement of $4.8 million (3.2 million shares) of its common stock at a purchase price of $1.50 per share. The Company also issued warrants to purchase 1.1 million shares at a price per share of $2.00. The funds raised in the private placement were used to pay down a substantial portion of the Companys outstanding debt. |
|
|
● | On April 25, 2013, the Company announced that it closed new senior secured credit facilities with Silicon Valley Bank. The facilities include a $4.5 million term loan and a $3.0 million revolving credit facility. The proceeds from the transaction were used to pay down the remaining portion of the Companys outstanding debt with Fifth Third Bank and with a shareholder. |
Fiscal Year 2013 Third Quarter Financials
ARI reported revenue of $8.2 million for the third quarter of fiscal 2013 versus $5.7 million for the same period last year, an increase of 44.0%. Recurring revenue comprised 93.0% of total revenue during the quarter versus 88.3% last quarter and 83.7% for the third quarter of fiscal year 2012.
Gross margin for the third quarter was 77.1%, versus 75.9% for the same period last year.
The company incurred a net loss of $571,000 or $0.05 per share for the quarter ended April 30, 2013, compared to net income of $210,000 or $0.03 per share for the same period last year, primarily due to a non-cash loss of $682,000 related to the early repayment of debt and a $420,000 impairment charge to a long-lived asset.
Management Discussion
Roy W. Olivier, President and Chief Executive Officer of ARI, commented, We are pleased with the progress we have made integrating our two fiscal 2013 acquisitions. We were able to generate a profit from the 50 Below operation in the second quarter of our ownership. For the most recent fiscal year prior to the acquisition ended July 31, 2012, the 50 Below operations lost approximately $4 million on $9 million revenue. Integration activities will continue over the next 9-12 months and we expect the 50 Below operations, as well as our combined operations, to become increasingly more profitable.
Mr. Olivier continued, ARI is now one of the leading providers of websites in each of the markets we serve; we currently host and maintain more than 5,500 sites, and we expect this number to continue to grow. Our new AccessorySmartTM aftermarket parts lookup solution, which is a first of its kind in the powersports industry, continues to gain traction in the marketplace after its February launch. We have also launched significant improvements to our products aimed at the automotive wheel and tire aftermarket, a market for which we have significant growth expectations.
Darin Janecek, Chief Financial Officer of ARI, commented, While our fiscal 2013 operating results continue to be affected by the various events and one-time charges that have occurred year-to-date, including two acquisitions, a $4.8 million private placement, and a debt refinancing and transition to a new banking partner, we do expect a return to profitability in the fourth quarter and anticipate further revenue growth and increased profitability in fiscal 2014.
Third Quarter Conference Call
ARI will conduct a conference call on Tuesday June 11, 2013 at 4:30 pm EST to review the financial results for the third quarter of fiscal 2013 ended April 30, 2013. Interested parties can access the conference call by dialing (877) 359-3639 or (408) 427-3725 and referring to conference ID: 79028219. The conference call is also being webcast, which is available in the Investor Relations section of the companys website at www.investor.arinet.com. A replay of the webcast will be archived on the Companys website for 60 days.
About ARI
ARI Network Services, Inc. (ARI) (OTCBB: ARIS), creates award-winning software-as-a-service (SaaS) and data-as-a-service (DaaS) solutions that help equipment manufacturers, distributors and dealers in selected vertical markets Sell More Stuff!™ – online and in-store. Our innovative products are powered by a proprietary library of enriched original equipment and aftermarket content that spans more than 10.5 million active part and accessory SKUs, 469,000 models and $1.7 billion in retail product value. We remove the complexity of selling and servicing new and used inventory, parts, garments, and accessories (PG&A) for customers in automotive tire and wheel, powersports, outdoor power equipment, marine, RV and white goods industries. More than 22,000 equipment dealers, 195 distributors and 140 manufacturers worldwide leverage our web and eCatalog platforms to Sell More Stuff!™. For more information on ARI, visit www.investor.arinet.com.
Additional Information
·
Follow @ARI_Net on Twitter: www.twitter.com/ARI_Net
·
Become a fan of ARI on Facebook: www.facebook.com/ARINetwork
·
Read more about ARI: www.investor.arinet.com/about-us
(Roy W. Olivier Photo: http://arinet.com/images/uploads/press_release_images/RoyWOlivier1.png)
(ARI Logo: http://arinet.com/images/uploads/press_release_images/NewLogoTransparency_Black.jpg)
Forward-Looking Statements
Certain statements in this news release contain "forward‐looking statements" regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933. All statements other than statements of historical facts are statements that could be deemed to be forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projects about the markets in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," targets, goals, projects, intends, plans, "believes," seeks, estimates, endeavors, strives, may, or variations of such words, and similar expressions are intended to identify such forward-looking statements. Readers are cautioned that these forward‐looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict, estimate or verify. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Such risks and uncertainties include those related to the ongoing integration of our recently acquired businesses, as well as those factors described in Part 1A of the Company’s annual report on Form 10‐K for fiscal year ended July 31, 2012, and in Amendment No. 3 of our registration statement on Form S-1/A under Risk Factors, filed with the Securities and Exchange Commission, and in subsequent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward‐looking statements. The forward‐looking statements are made only as of the date hereof, and the Company undertakes no obligation to publicly release the result of any revisions to these forward‐looking statements. For more information, please refer to the Companys filings with the Securities and Exchange Commission.
For More Information, contact
Darin Janecek, Chief Financial Officer, +1-414-973-4300, Darin.Janecek@arinet.com; or
Gregory V. Taylor, CFA, Three Part Advisors, +1-214-295-8370, gtaylor@threepa.com
ARI Network Services, Inc. | |||||||||||
Consolidated Statements of Income | |||||||||||
(Dollars in Thousands, Except per Share Data) | |||||||||||
(Unaudited) | |||||||||||
|
|
|
|
|
|
|
| ||||
| Three months ended April 30 |
| Nine months ended April 30 | ||||||||
| 2013 |
| 2012 |
| 2013 |
| 2012 | ||||
Net revenue | $ | 8,228 |
| $ | 5,712 |
| $ | 21,648 |
| $ | 16,623 |
Cost of revenue |
| 1,885 |
|
| 1,378 |
|
| 5,014 |
|
| 3,765 |
Gross profit |
| 6,343 |
|
| 4,334 |
|
| 16,634 |
|
| 12,858 |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
| 2,154 |
|
| 1,121 |
|
| 4,944 |
|
| 3,272 |
Customer operations and support |
| 1,496 |
|
| 800 |
|
| 3,974 |
|
| 2,496 |
Software development and technical support (net |
|
|
|
|
|
|
|
|
|
|
|
of capitalized software product costs) |
| 641 |
|
| 467 |
|
| 1,890 |
|
| 1,345 |
General and administrative |
| 1,791 |
|
| 1,304 |
|
| 5,209 |
|
| 3,630 |
Depreciation and amortization (exclusive of amortization |
|
|
|
|
|
|
|
|
|
|
|
of software product costs included in cost of revenue) |
| 334 |
|
| 315 |
|
| 953 |
|
| 1,122 |
Loss on impairment of long-lived assets |
| 420 |
|
| - |
|
| 420 |
|
| - |
Net operating expenses |
| 6,836 |
|
| 4,007 |
|
| 17,390 |
|
| 11,865 |
Operating income (loss) |
| (493) |
|
| 327 |
|
| (756) |
|
| 993 |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
| (197) |
|
| (40) |
|
| (534) |
|
| (161) |
Loss on debt extinguishment |
| (682) |
|
| - |
|
| (682) |
|
| - |
Gain on sale of a component of the business |
| 64 |
|
| - |
|
| 64 |
|
| - |
Other, net |
| (1) |
|
| 79 |
|
| 7 |
|
| 96 |
Total other income (expense) |
| (816) |
|
| 39 |
|
| (1,145) |
|
| (65) |
Income (loss) before provision for income tax |
| (1,309) |
|
| 366 |
|
| (1,901) |
|
| 928 |
Income tax benefit (expense) |
| 738 |
|
| (156) |
|
| 1,447 |
|
| (385) |
Net income (loss) | $ | (571) |
| $ | 210 |
| $ | (454) |
| $ | 543 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
| |
Basic | $ | (0.05) |
| $ | 0.03 |
| $ | (0.05) |
| $ | 0.07 |
Diluted | $ | (0.05) |
| $ | 0.03 |
| $ | (0.05) |
| $ | 0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARI Network Services, Inc. | ||||||
Consolidated Balance Sheets | ||||||
(Dollars in Thousands, Except per Share Data) | ||||||
|
|
|
|
|
|
|
|
| (Unaudited) |
|
| ||
| April 30 |
| July 31 | |||
|
| 2013 |
| 2012 | ||
ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 1,164 |
| $ | 1,350 |
Trade receivables, less allowance for doubtful accounts of $271 |
|
|
|
|
|
|
and $215 at April 30, 2013 and July 31, 2012, respectively |
|
| 1,440 |
|
| 1,187 |
Work in process |
|
| 158 |
|
| 151 |
Prepaid expenses and other |
|
| 924 |
|
| 766 |
Deferred income taxes |
|
| 3,112 |
|
| 2,686 |
Total current assets |
|
| 6,798 |
|
| 6,140 |
Equipment and leasehold improvements: |
|
|
|
|
|
|
Computer equipment and software for internal use |
|
| 2,280 |
|
| 2,592 |
Leasehold improvements |
|
| 609 |
|
| 584 |
Furniture and equipment |
|
| 2,476 |
|
| 1,989 |
|
|
| 5,365 |
|
| 5,165 |
Less accumulated depreciation and amortization |
|
| 3,797 |
|
| 3,214 |
Net equipment and leasehold improvements |
|
| 1,568 |
|
| 1,951 |
Capitalized software product costs: |
|
|
|
|
|
|
Amounts capitalized for software product costs |
|
| 20,842 |
|
| 18,247 |
Less accumulated amortization |
|
| 16,610 |
|
| 15,298 |
Net capitalized software product costs |
|
| 4,232 |
|
| 2,949 |
Deferred income taxes |
|
| 3,554 |
|
| 2,443 |
Other long term assets |
|
| 143 |
|
| 148 |
Other intangible assets |
|
| 4,249 |
|
| 1,439 |
Goodwill |
|
| 12,239 |
|
| 5,439 |
Total assets |
| $ | 32,783 |
| $ | 20,509 |
|
|
|
|
|
|
|
ARI Network Services, Inc. | |||||||
Consolidated Balance Sheets | |||||||
(Dollars in Thousands, Except per Share Data) | |||||||
|
| (Unaudited) |
|
| |||
| April 30 |
| July 31 | ||||
|
| 2013 |
| 2012 | |||
LIABILITIES |
|
|
|
|
|
| |
Current borrowings on line of credit |
| $ | 750 |
| $ | - | |
Current portion of long-term debt |
|
| 338 |
|
| 1,084 | |
Current portion of contingent liabilities |
|
| 363 |
|
| - | |
Accounts payable |
|
| 792 |
|
| 725 | |
Deferred revenue |
|
| 9,228 |
|
| 4,926 | |
Accrued payroll and related liabilities |
|
| 1,321 |
|
| 758 | |
Accrued sales, use and income taxes |
|
| 117 |
|
| 216 | |
Other accrued liabilities |
|
| 625 |
|
| 214 | |
Current portion of capital lease obligations |
|
| - |
|
| 150 | |
Total current liabilities |
|
| 13,534 |
|
| 8,073 | |
Long-term debt |
|
| 4,162 |
|
| 2,888 | |
Long-term portion of contingent liabilities |
|
| 499 |
|
| - | |
Capital lease obligations |
|
| - |
|
| 58 | |
Other long term liabilities |
|
| 238 |
|
| 274 | |
Total non-current liabilities |
|
| 4,899 |
|
| 3,220 | |
Total liabilities |
|
| 18,433 |
|
| 11,293 | |
|
|
|
|
|
|
| |
SHAREHOLDERS' EQUITY |
|
|
|
|
|
| |
Cumulative preferred stock, par value $.001 per share, 1,000,000 shares authorized; |
|
| - |
|
| - | |
Junior preferred stock, par value $.001 per share, 100,000 shares authorized; 0 |
|
| - |
|
| - | |
Common stock, par value $.001 per share, 25,000,000 shares authorized; |
|
| 12 |
|
| 8 | |
Additional paid-in capital |
|
| 102,817 |
|
| 97,218 | |
Accumulated deficit |
|
| (88,463) |
|
| (88,009) | |
Other accumulated comprehensive loss |
|
| (16) |
|
| (1) | |
Total shareholders' equity |
|
| 14,350 |
|
| 9,216 | |
Total liabilities and shareholders' equity |
| $ | 32,783 |
| $ | 20,509 | |
|
Exhibit 99.2
For Immediate Release
ARI Announces the Election of Dwight B. Mamanteo to Board of Directors
Brings deep Wall Street and automotive aftermarket experience to the Board
Milwaukee, Wis., June 10, 2013 - ARI Network Services (OTCBB: ARIS), a leading provider of website, software and data solutions that help dealers, distributors, and manufacturers Sell More Stuff!™, announced today that Dwight B. Mamanteo, of New York City, NY, has been elected to its Board of Directors. Mr. Mamanteo will serve until the companys Annual Meeting in January 2014, at which time he will be subject to election by the shareholders.
Currently, Mr. Mamanteo is a Portfolio Manager at Wynnefield Capital, Inc., a private investment management firm. He is also a Director of MAM Software Group, Inc. (NasdaqCM: MAMS), a leading provider of innovative software and data solutions for a wide range of businesses, including automotive aftermarket. Prior to joining Wynnefield Capital, Mamanteo worked in the technology sector holding various positions with BEA Systems, VISA International, Ericsson, UNISYS, and as an independent consultant. Mr. Mamanteo has also served on the Board of Directors of CDC Software Corporation, a leading provider of Enterprise CRM and ERP software and EasyLink Services International Corporation, a leading global provider of on-demand electronic messaging and transaction services. Mr. Mamanteo holds an M.B.A. from the Columbia University Graduate School of Business and a B.Eng. in Electrical Engineering from Concordia University in Montreal, Quebec.
The addition of Dwight to our Board of Directors expands the Boards Wall Street and automotive aftermarket experience, said Roy W. Olivier, President and CEO of ARI. In addition, Dwights experience with MAM Softwares recent listing on NASDAQ and help to increase their recent share price from $0.60 to over $4.00, will provide us with invaluable insight as we work to increase our own shareholder value. I look forward to working with him and am confident that his contributions will help us grow the business.
With nearly 20 years of experience investing and working with technology-related companies, Dwight will help strengthen our Board, said Brian E. Dearing, ARIs Chairman of the Board. We are delighted to welcome Dwight as our newest independent member of the Board of Directors.
Im excited to join ARIs Board of Directors, and have the opportunity to be a part of ARIs promising future, said Mamanteo. Roy and the ARI team have worked diligently to set the stage for continued success and expansion into new high-growth industries, including automotive aftermarket. I look forward to playing a role in helping our company achieve its full potential.
About ARI
ARI Network Services, Inc. (ARI) (OTCBB: ARIS), creates award-winning software-as-a-service (SaaS) and data-as-a-service (“DaaS”) solutions that help equipment manufacturers, distributors and dealers in selected vertical markets Sell More Stuff!™ – online and in-store. Our innovative products are powered by a proprietary library of enriched original equipment and aftermarket content that spans more than 10.5 million active part and accessory SKUs, 469,000 models and $1.7 billion in retail product value. We remove the complexity of selling and servicing new and used inventory, parts, garments, and accessories (PG&A) for customers in automotive tire and wheel, powersports, outdoor power equipment, marine, RV and white goods industries. More than 22,000 equipment dealers, 195 distributors and 140 manufacturers worldwide leverage our web and eCatalog platforms to Sell More Stuff!™. For more information on ARI, visit www.investor.arinet.com.
Additional Information
·
Follow @ARI_Net on Twitter: www.twitter.com/ARI_Net
·
Become a fan of ARI on Facebook: www.facebook.com/ARINetwork
·
Read more about ARI: www.investor.arinet.com/about-us
(Roy W. Olivier Photo: http://arinet.com/images/uploads/press_release_images/RoyWOlivier1.png)
(ARI Logo: http://arinet.com/images/uploads/press_release_images/NewLogoTransparency_Black.jpg)
Forward-Looking Statements
Certain statements in this news release contain "forward‐looking statements" regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933. All statements other than statements of historical facts are statements that could be deemed to be forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projects about the markets in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," targets, goals, projects, intends, plans, "believes," seeks, estimates, endeavors, strives, may, or variations of such words, and similar expressions are intended to identify such forward-looking statements. Readers are cautioned that these forward‐looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict, estimate or verify. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Such risks and uncertainties include those related to the ongoing integration of our recently acquired businesses, as well as those factors described in Part 1A of the Company’s annual report on Form 10‐K for fiscal year ended July 31, 2012, and in Amendment No. 3 of our registration statement on Form S-1/A under “Risk Factors, filed with the Securities and Exchange Commission, and in subsequent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward‐looking statements. The forward‐looking statements are made only as of the date hereof, and the Company undertakes no obligation to publicly release the result of any revisions to these forward‐looking statements. For more information, please refer to the Company’s filings with the Securities and Exchange Commission.
For More Information, contact
Darin Janecek, Chief Financial Officer, +1-414-973-4300, Darin.Janecek@arinet.com; or
Gregory V. Taylor, CFA, Three Part Advisors, +1-214-295-8370, gtaylor@threepa.com
:5``RH0E0(*:6T*9?2G@7AIX:Q6[(=8/BEB<.!`K+"@B`"DJ*``6F,D``
M````````````````````#R=:Y6K:@5+2V$BU3 0I=TI+&5N
M@6,@9TH,[M(BL2QCHI8E(.@=:;%W0N3.97$VP*$H3+RR"D5B5.Z4EC*'0.L@
M;%BF6R5.+&Z)6A0H;`J9I0J6!U8&Q=TKDSF9Q-L2IDI4,+4HEC,[B:Q+7=*R
MQEBB5NE-IV[>Q>A36=K-R6ZNH;C\%;
MR];,7_L\3Z8JVREW5G5,YY=UE>.X3_T$[G'C\%KS];$7^\1'IAMM+NLOJF'>
MLKPW"?\`H)YP_!>\_6S&?O,1Z<;;2;JSJFEG6=X[A/\`T$[G#\%[S];,9^\Q
M'IQMM)NK.J:.L[QW"?\`H)W..3RZ5\6&M)+MQ
VTK/W7;I6U,;3OSZ>:S.1VHU
MUBZJZNJ?DM0ZNH;WGH^3M5335",>Q+41TR2U6HJ9[4=8JVI#RB=MZTCO?J6V
M**$Z)I&%JFHV"ZS,;M.&J72Z:6E1UI^;F
9+5@9V:R"E;CD
M92905G2TQD@`;8\TJ`!E0A*@04TMH4R^E/`O#3PUBMV0ZP?%+$X92IQ`R%1`
M`%!F*0`7&3R<4#YM.L[C'M9R\+RP=9\/>6U[P0UP;TO;6B6$:1'-HQ-JV?!K;
M#*;]93QK2A6D7>D7372Q)@/TJ[>#DB\K@J&W@U6557+]+58RTL3:_,V]$NE;
MD/AJZ^JN[N$%,ZZ'[;
MOVYW")U+76UGW'?]/0-O72AXUTW.]=II046_@&F=)\XATG;9A6EP,(G.TJBH
MJ_`3:1]/>$QE6S,K)#W,5N/7;K:FIY9]:U\JLI::;2S$?=L^3+FRYB*UR*CF
M-F>9604B
ML2IW2DL90Z!UD#9LTH4K`O6!2A2I!L"QFE"E8%JP+W=*Y,YG<<;$S,5E;@;%
M*)8S*XFL2UW2LL97,R!L38,=#+&IC=$FTO*SA0Q2F7.9G0"0+V);I4^!)NB7
MNZ%V^89)D0TJ=T)ESE
FFD2B=52@_)YLM9,W:IOJK/PGW,J:VHD[=)]1F)S<5I[E,1O```-0PVYAG
MRQ2/9W4;-I+H-IH]+L*[3!,TTL[36),I5)E)+;9E-SDF39:2