Glowpoint Q3’03, 11/12/03 | page 2 of 8 |
For the three months ended September 30, 2003, net revenue increased 69% to $2.6 million from $1.5 million in the three months ended September 30, 2002. Subscription and related revenue for the 2003 period rose 174% to $1.9 million from $0.7 million in the year-ago third quarter and 19% from the 2003 second quarter level of $1.6 million. Non-subscription revenue related to bridging, events and other one-time fees fell 16% to $0.7 million from $0.8 million in the year-ago third quarter, and was down 35% from the 2003 second quarter level of $1.1 million due the absence of one-time events and seasonal fluctuations in network usage.
Cost of revenues for the three months ended September 30, 2003 rose 73% to $2.5 million from $1.4 million in the three months ended September 30, 2002, and fell 4% from the 2003 second quarter level of $2.6 million. The year-over-year increase was primarily due to higher infrastructure costs relating to the relocation of the Company’s points of presence in Dallas, Chicago, Boston, the United Kingdom and Tokyo during the third period, as well as increases in total last-mile access costs due to an increase in billable subscriber locations.
Operating expenses for the three months ended September 30, 2003 rose 72% to $4.5 million from $2.6 million in the three months ended September 30, 2002 and 47% from the 2003 second quarter level of $3.1 million. The operating expense increases consisted primarily of $1.4 million for impairment losses on long-lived assets and $0.3 million in general and administrative expenses for increased professional fees incurred during the CEO search and activities associated with the Company’s August annual meeting. Higher selling expenses due to an increase in commissions and bonuses associated with higher sales also contributed to the operating expense increases.
“Third quarter results underscore both the challenges and opportunities before us as a stand-alone business,” remarked David C. Trachtenberg, Chief Executive Officer and President of Glowpoint. “The core business continued to grow sequentially during the period, driving subscription and related revenue up 19% from 2003 second quarter levels. At the same time, distractions from the Wire One transition and lower orders from other sales agents impacted results.”
Trachtenberg continued, “These last several weeks represent the first time our management team has been able to concentrate exclusively on Glowpoint and its operating fundamentals. It is clear that our organization must focus on building and supporting a large, stable subscriber base, and to catalyze future growth, we will be joining forces with partners who we believe can deliver consistent sales results for Glowpoint.
“We are concentrating our efforts on diversifying our distribution channel and developing the tools to create successful agents. Our recent launch of ISellGlowpoint.com and Monday's announcement of CMS coming on board as our newest channel partner with 400 agents on the street are key initial steps in converting our sales agent relationships into an active sales pipeline.”
Significant Transaction
In September, Glowpoint, Inc., formerly known as Wire One Technologies, Inc., completed a transaction to sell its videoconferencing equipment division. The Company received total consideration of up to $24 million for the transaction consisting of $21 million in cash, comprised of $19 million at closing and a $2 million holdback; an unsecured $1 million promissory note maturing on December 31, 2004; and, a $2 million earn-out based on performance of the assets over the next two years.
(more)
Glowpoint Q3’03, 11/12/03 | page 3 of 8 |
New Operating Metrics
With the transition from Wire One, Glowpoint has reevaluated the metrics it will use to measure the Company’s performance. “We are a subscription-based business and we need to report the metrics that best reflect the number of subscribers generating revenue for Glowpoint,” Trachtenberg explained. “While endpoints will drive usage, the billable subscriber location to which it is literally and figuratively connected drives the subscription plan and revenue.”
The following chart summarizes operating highlights of Glowpoint’s core subscription business:
| | Q3 2003 | | Q3 2002 | | | % Change | | | Q2 2003 | | | % Change | |
| |
| |
| | |
| | |
| | |
| |
Billable Subscriber Locations (1) | | | 989 | | | 395 | | | 150 | % | | | 877 | | | 13 | % |
Average Billable Subscriber Locations (2) | | | 932 | | | 306 | | | 205 | % | | | 763 | | | 22 | % |
Subscription and Related Revenue (in 000s) | | $ | 1,869 | | $ | 681 | | | 174 | % | | $ | 1,575 | | | 19 | % |
Non-Subscription Revenue (in 000s) | | $ | 712 | | $ | 844 | | | (16 | )% | | $ | 1,100 | | | (35 | )% |
Total Revenue (in 000s) | | $ | 2,581 | | $ | 1,525 | | | 69 | % | | $ | 2,675 | | | (4 | )% |
Average Monthly Subscription Revenue Per Location (3) | | $ | 668 | | $ | 742 | | | (10 | )% | | $ | 688 | | | (3 | )% |
Number of Customers | | | 246 | | | 117 | | | 110 | % | | | 224 | | | 10 | % |
Billable Subscriber Locations per Customer (4) | | | 4.0 | | | 3.4 | | | 19 | % | | | 3.9 | | | 3 | % |
Subscriber Location Backlog (5) | | | 246 | | | 235 | | | 5 | % | | | 347 | | | (29 | )% |
| |
(1) | Total number subscriber locations that were generating revenue for the Company, as of the last day in each period. Multiple endpoints or circuits can be linked to a billable subscriber location. |
(2) | Calculated as a weighted average number of billable subscriber locations, based on the number of days a location was on the network during each respective period. |
(3) | Calculated as subscription and related revenue divided by average billable subscriber locations, divided by three, then multiplied by 1,000. |
(4) | Calculated as billable subscriber locations divided by the number of customers |
(5) | Represents the Company’s estimate of billable subscriber locations under contract but not yet generating revenue for the Company, at the end of the periods shown. This estimate assumes no material changes that would precipitate a customer from canceling a contract. The Company can give no assurance as to whether these contracts will be executed. While the Company may, from time to time, issue updated guidance with respect to its subscriber location backlog, it assumes no obligation to do so. |
“Glowpoint is focused on growing its business efficiently, driving operational improvements and expanding its distribution channels,” added Mr. Trachtenberg. “We view these as attainable goals because we are no longer distracted by non-operating events, we have a better handle on our operating challenges, and we are now better focused to pursue new growth opportunities than ever before.”
About Glowpoint
Glowpoint, Inc. (www.glowpoint.com) operates a video communications service featuring broadcast quality images with telephone-like reliability, features and ease-of-use. Dedicated exclusively to video communications, the Glowpoint service presently carries over 8,000 video calls per month throughout the United States and to Europe, South America and Asia on behalf of nearly 250 customers. To learn more about becoming a Glowpoint sales agent, visit www.isellglowpoint.com.
-more-
Glowpoint Q3’03, 11/12/03 | page 4 of 8 |
The statements contained herein, other than historical information, are or may be deemed to be forward-looking statements and involve factors, risks and uncertainties that may cause actual results in future periods to differ materially from such statements. These factors, risks and uncertainties include market acceptance and availability of new video communication services; the nonexclusive and terminable-at-will nature of sales agent agreements; rapid technological change affecting demand for the Company's services; competition from other video communications service providers; and the availability of sufficient financial resources to enable the Company to expand its operations, as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.
GLOWPOINT, SCHEDULEPOINT and GLOWPOINT WEBCASTING are service marks of Glowpoint, Inc. All other marks are trademarks or service marks of their respective owners.
(financial tables follow)
Glowpoint Q3’03, 11/12/03 | page 5 of 8 |
Glowpoint, Inc.
Consolidated Statements of Operations (Unaudited)
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| |
| | |
| |
| | 2003 | | | 2002 | | | 2003 | | | 2002 | |
| |
| | |
| | |
| | |
| |
Net revenue | | $ | 2,581,476 | | | $ | 1,525,494 | | | $ | 7,482,963 | | | $ | 3,883,471 | |
Cost of revenue | | | 2,488,291 | | | | 1,440,224 | | | | 7,387,191 | | | | 3,616,071 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Gross margin | | | 93,185 | | | | 85,270 | | | | 95,772 | | | | 267,400 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Operating expenses: | | | | | | | | | | | | | | | | |
Research and development | | | 327,020 | | | | 273,645 | | | | 934,240 | | | | 734,444 | |
Selling | | | 1,359,461 | | | | 1,238,204 | | | | 3,693,703 | | | | 2,961,210 | |
General and administrative | | | 1,428,211 | | | | 1,095,153 | | | | 4,060,224 | | | | 3,462,872 | |
Impairment losses on long-lived assets | | | 1,379,415 | | | | — | | | | 1,379,415 | | | | — | |
Restructuring | | | — | | | | — | | | | — | | | | 260,000 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Total operating expenses | | | 4,494,107 | | | | 2,607,002 | | | | 10,067,582 | | | | 7,418,526 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | | | | | | | | | | | | | | | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Loss from continuing operations | | | (4,400,922 | ) | | | (2,521,732 | ) | | | (9,971,810 | ) | | | (7,151,126 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
Other (income) expense | | | | | | | | | | | | | | | | |
Amortization of deferred financing costs | | | 47,254 | | | | 46,762 | | | | 140,017 | | | | 106,456 | |
Interest income | | | (884 | ) | | | (9,913 | ) | | | (6,684 | ) | | | (68,045 | ) |
Interest expense | | | 156,506 | | | | 76,389 | | | | 943,489 | | | | 182,176 | |
Amortization of discount on subordinated debentures | | | 497,338 | | | | — | | | | 1,490,213 | | | | — | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Total other expenses, net | | | 700,214 | | | | 113,238 | | | | 2,567,035 | | | | 220,587 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Net loss from continuing operations | | | (5,101,136 | ) | | | (2,634,970 | ) | | | (12,538,845 | ) | | | (7,371,713 | ) |
| | | | | | | | | | | | | | | | |
Loss from discontinued AV operations | | | — | | | | (569,114 | ) | | | (1,173,067 | ) | | | (1,837,588 | ) |
Loss from discontinued VS operations | | | (577,058 | ) | | | (1,131,821 | ) | | | (1,515,551 | ) | | | (1,900,990 | ) |
Loss from discontinued Voice operations | | | — | | | | (50,000 | ) | | | — | | | | (151,339 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
Net loss attributable to common stockholders | | $ | (5,678,194 | ) | | $ | (4,385,905 | ) | | $ | (15,227,463 | ) | | $ | (11,261,630 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
Basic & diluted net loss per share: | | | | | | | | | | | | | | | | |
Net loss from continuing operations | | $ | (0.17 | ) | | $ | (0.09 | ) | | $ | (0.43 | ) | | $ | (0.26 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
Loss from discontinued AV operations | | $ | — | | | $ | (0.02 | ) | | $ | (0.04 | ) | | $ | (0.06 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
Loss from discontinued VS operations | | $ | (0.02 | ) | | $ | (0.04 | ) | | $ | (0.05 | ) | | $ | (0.07 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
Loss from discontinued Voice operations | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Net loss attributable to common stockholders | | $ | (0.19 | ) | | $ | (0.15 | ) | | $ | (0.52 | ) | | $ | (0.39 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
Weighted average number of common shares, basic & diluted | | | 29,641,031 | | | | 28,942,177 | | | | 29,189,338 | | | | 28,731,560 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
(consolidated balance sheets follow)
Glowpoint Q3’03, 11/12/03 | page 6 of 8 |
Glowpoint, Inc.
Consolidated Balance Sheets
| | September 30, 2003 | | | December 31, 2002 | |
| |
| | |
| |
| | (Unaudited) | | | | | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 8,283,187 | | | $ | 2,762,215 | |
Accounts receivable-net | | | 2,076,139 | | | | 1,277,891 | |
Assets of discontinued AV operations | | | 72,535 | | | | 807,067 | |
Assets of discontinued VS operations | | | — | | | | 41,314,701 | |
Other current assets | | | 2,420,893 | | | | 727,262 | |
| |
| | |
| |
Total current assets | | | 12,852,754 | | | | 46,889,136 | |
| | | | | | | | |
Furniture, equipment and leasehold improvements-net | | | 11,794,128 | | | | 11,512,415 | |
Goodwill-net | | | 2,547,862 | | | | 2,547,862 | |
Other assets | | | 454,722 | | | | 552,251 | |
| |
| | |
| |
Total assets | | $ | 27,649,466 | | | $ | 61,501,664 | |
| |
| | |
| |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 1,560,250 | | | $ | 1,055,427 | |
Accrued expenses | | | 1,654,199 | | | | 681,369 | |
Liabilities of discontinued VS operations | | | — | | | | 17,333,120 | |
Current portion of capital lease obligations | | | 130,161 | | | | — | |
| |
| | |
| |
Total current liabilities | | | 3,344,610 | | | | 19,069,916 | |
| | | | | | | | |
Non-current liabilities: | | | | | | | | |
Bank loan payable | | | — | | | | 5,845,516 | |
Capital lease obligations, less current portion | | | 72,041 | | | | — | |
| |
| | |
| |
Total non-current liabilities | | | 72,041 | | | | 5,845,516 | |
| |
| | |
| |
| | | | | | | | |
Total liabilities | | | 3,416,651 | | | | 24,915,432 | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | | | | | | | |
Subordinated debentures | | | 4,888,000 | | | | 4,888,000 | |
Discount on subordinated debentures | | | (3,647,142 | ) | | | (4,888,000 | ) |
| |
| | |
| |
Subordinated debentures, net | | | 1,240,858 | | | | — | |
| |
| | |
| |
| | | | | | | | |
Stockholders' Equity: | | | | | | | | |
Preferred stock, $.0001 par value; | | | | | | | | |
5,000,000 shares authorized, none issued and outstanding | | | — | | | | — | |
Common Stock, $.0001 par value; 100,000,000 authorized; | | | | | | | | |
29,679,483 shares outstanding. | | | 2,973 | | | | 2,893 | |
Treasury stock, 39,891 shares at cost | | | (239,742 | ) | | | (239,742 | ) |
Additional paid-in capital | | | 132,765,482 | | | | 131,132,374 | |
Accumulated deficit | | | (109,536,756 | ) | | | (94,309,293 | ) |
| |
| | |
| |
Total stockholders' equity | | | 22,991,957 | | | | 36,586,232 | |
| |
| | |
| |
| | | | | | | | |
| |
| | |
| |
Total liabilities and stockholders' equity | | $ | 27,649,466 | | | $ | 61,501,664 | |
| |
| | |
| |
(consolidated statements of cash flows follows)
Glowpoint Q3’03, 11/12/03 | page 7 of 8 |
Glowpoint, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| | Nine Months Ended September 30, | |
|
|
| |
| | 2003 | | | 2002 | |
|
|
| |
|
| |
Cash flows from Operating Activities: | | | | | | |
Net loss | $ | (15,227,463 | ) | $ | (11,261,630 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) | | | | | | |
operating activities: | | | | | | |
Depreciation and amortization | | 4,212,407 | | | 3,811,168 | |
Amortization of deferred financing costs | | 140,017 | | | 106,456 | |
Amortization of discount on subordinated debentures | | 1,490,213 | | | — | |
Non cash compensation | | 673,536 | | | 230,409 | |
Impairment losses on long-lived assets | | 1,379,415 | | | — | |
Discontinued operations | | — | | | 151,339 | |
Increase (decrease) in cash attributable to changes in assets and | | | | | | |
liabilities, net of effects of acquisitions: | | | | | | |
Accounts receivable | | (798,249 | ) | | 9,144,844 | |
Inventory | | — | | | (2,774,005 | ) |
Net assets of discontinued AV operations | | 734,532 | | | — | |
Net assets of discontinued VS operations | | 6,874,912 | | | — | |
Other current assets | | (2,907,057 | ) | | (6,359,056 | ) |
Other assets | | 23,880 | | | (563,995 | ) |
Accounts payable | | (688,765 | ) | | (1,134,620 | ) |
Accrued expenses | | 972,829 | | | (937,473 | ) |
Deferred revenue | | — | | | (1,107,031 | ) |
Other current liabilities | | — | | | (1,465,049 | ) |
|
|
| |
|
| |
Net cash provided by (used in) operating activities | | (3,119,793 | ) | | (12,158,643 | ) |
|
|
| |
|
| |
| | | | | | |
Cash flows from Investing Activities | | | | | | |
Purchases of furniture, equipment and leasehold improvements | | (1,936,831 | ) | | (3,598,265 | ) |
Proceeds from sale of VS operations | | 16,233,312 | | | — | |
|
|
| |
|
| |
Net cash used in investing activities | | 14,296,481 | | | (3,598,265 | ) |
|
|
| |
|
| |
| | | | | | |
Cash flows from Financing Activities | | | | | | |
Proceeds from common stock offering | | — | | | 20,257,962 | |
Cost of issuance of subordinated debentures | | (249,355 | ) | | — | |
Exercise of warrants and options, net | | 535,421 | | | 370,735 | |
Proceeds from bank loans | | 75,545,455 | | | 47,072,644 | |
Payments on bank loans | | (81,390,971 | ) | | (48,760,035 | ) |
Deferred financing costs | | (66,367 | ) | | — | |
Payments on capital lease obligations | | (29,899 | ) | | (44,394 | ) |
|
|
| |
|
| |
Net cash provided by (used in) financing activities | | (5,655,716 | ) | | 18,896,912 | |
|
|
| |
|
| |
| | | | | | |
Increase (decrease) in cash and cash equivalents | | 5,520,972 | | | 3,140,004 | |
| | | | | | |
Cash and cash equivalents at beginning of period | | 2,762,215 | | | 1,689,451 | |
|
|
| |
|
| |
| | | | | | |
Cash and cash equivalents at end of period | $ | 8,283,187 | | $ | 4,829,455 | |
|
|
| |
|
| |
(supplementary tables follow)
Glowpoint Q3’03, 11/12/03 | page 8 of 8 |
EBITDA Reconciliation
(Unaudited)
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| |
| | |
| |
| | 2003 | | | 2002 | | | 2003 | | | 2002 | |
| |
| | |
| | |
| | |
| |
Net loss from continuing operations | | $ | (5,101,136 | ) | | $ | (2,634,970 | ) | | $ | (12,538,845 | ) | | $ | (7,371,713 | ) |
| | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,196,172 | | | | 870,027 | | | | 4,212,407 | | | | 2,939,496 | |
Amortization of deferred financing costs | | | 47,254 | | | | 46,761 | | | | 140,017 | | | | 106,456 | |
Amortization of discount on subordinated debentures | | | 497,338 | | | | — | | | | 1,490,213 | | | | — | |
Non cash compensation | | | — | | | | 69,719 | | | | 673,536 | | | | 230,409 | |
Impairment losses on long-lived assets | | | 1,379,415 | | | | — | | | | 1,379,415 | | | | — | |
Interest expense, net | | | 155,622 | | | | 66,477 | | | | 374,865 | | | | 114,131 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
EBITDA from continuing operations | | | (1,825,335 | ) | | | (1,581,986 | ) | | | (4,268,392 | ) | | | (3,981,221 | ) |
| | | | | | | | | | | | | | | | |
EBITDA loss from discontinued AV operations | | | — | | | | (569,114 | ) | | | (1,173,067 | ) | | | (1,837,588 | ) |
EBITDA gain/loss from discontinued VS operations | | | (577,058 | ) | | | (703,735 | ) | | | (523,415 | ) | | | (1,029,318 | ) |
EBITDA loss from discontinued Voice operations | | | — | | | | (50,000 | ) | | | — | | | | (151,339 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | | | | | | | | | | | | | | | |
Total EBITDA | | $ | (2,402,393 | ) | | $ | (2,904,835 | ) | | $ | (5,964,874 | ) | | $ | (6,999,466 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
Summary Income Statement of Discontinued AV Operation
(Unaudited)
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | 2003 | | | 2002 | | | 2003 | | | 2002 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Net revenues | | $ | — | | | $ | 4,667,407 | | | $ | 3,873,822 | | | $ | 13,760,642 | |
| | | | | | | | | | | | | | | | |
Cost of revenues | | | — | | | | 4,028,745 | | | | 3,856,476 | | | | 11,882,367 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 638,662 | | | | 17,346 | | | | 1,878,275 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Selling | | | — | | | | 1,133,349 | | | | 1,128,392 | | | | 3,492,584 | |
General and administrative | | | — | | | | 74,427 | | | | 62,021 | | | | 223,279 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Total operating expenses | | | — | | | | 1,207,776 | | | | 1,190,413 | | | | 3,715,863 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | | | | | | | | | | | | | | | |
Loss from discontinued operations | | $ | — | | | $ | (569,114 | ) | | $ | (1,173,067 | ) | | $ | (1,837,588 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
Summary Income Statement of Discontinued VS Operation
(Unaudited)
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | 2003 | | | 2002 | | | 2003 | | | 2002 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Net revenues | | $ | — | | | $ | 17,295,369 | | | $ | 40,253,589 | | | $ | 58,860,578 | |
| | | | | | | | | | | | | | | | |
Cost of revenues | | | — | | | | 12,856,597 | | | | 30,445,864 | | | | 41,777,603 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 4,438,772 | | | | 9,807,725 | | | | 17,082,975 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Selling | | | 577,058 | | | | 4,892,210 | | | | 9,752,309 | | | | 16,278,505 | |
General and administrative | | | — | | | | 678,383 | | | | 1,570,967 | | | | 2,005,460 | |
Restructuring | | | — | | | | — | | | | — | | | | 700,000 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Total operating expenses | | | 577,058 | | | | 5,570,593 | | | | 11,323,276 | | | | 18,983,965 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
| | | | | | | | | | | | | | | | |
Loss from discontinued operations | | $ | (577,058 | ) | | $ | (1,131,821 | ) | | $ | (1,515,551 | ) | | $ | (1,900,990 | ) |
| |
|
| | |
|
| | |
|
| | |
|
| |
# # #