SOLAREDGE TECHNOLOGIES, INC. - Quarter Report: 2016 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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For the quarterly period ended September 30, 2016

 

OR

 

 

For the transition period from              to

Commission File No. 001-36894

 

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(Exact name of registrant as specified in its charter)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

 

Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

 

Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

 

Yes ☐     No  ☒

 

As of  November 4, 2016, there were 41,063,194 shares of the registrant’s common stock, par value of $0.0001 per share, outstanding.

 

 

 

 

Forward-Looking Statements

 

Statements contained in this Form 10-Q or statements incorporated by reference from documents we have filed with the Securities and Exchange Commission may contain forward-looking statements that are based on our management’s expectations, estimates, projections, beliefs and assumptions in accordance with information currently available to our management. Forward-looking statements should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in Part 1, Item 1 of this report. This discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, new products and services, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

 

Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Given these uncertainties, you should not place undue reliance on forward looking statements. Also, forward looking statements represent our management’s beliefs and assumptions only as of the date of this filing. Important factors that could cause actual results to differ materially from our expectations include:

 

·	our limited history of profitability, which may not continue in the future;

 

·	our limited operating history, which makes it difficult to predict future results;

 

·	future demand for solar energy solutions;

 

·	changes to net metering policies or the reduction, elimination or expiration of government subsidies and economic incentives for on‑grid solar electricity applications;

 

·	federal, state and local regulations governing the electric utility industry with respect to solar energy;

 

·	the retail price of electricity derived from the utility grid or alternative energy sources;

 

·	interest rates and supply of capital in the global financial markets in general and in the solar market specifically;

 

·	competition, including introductions of power optimizer, inverter and solar PV system monitoring products by our competitors;

 

·	developments in alternative technologies or improvements in distributed solar energy generation;

 

·	historic cyclicality of the solar industry and periodic downturns;

 

·	defects or performance problems in our products;

 

·	our ability to forecast demand for our products accurately and to match production with demand;

 

·	our dependence on ocean transportation to deliver our products in a cost effective manner;

 

·	our dependence upon a small number of outside contract manufacturers;

 

 

·	capacity constraints, delivery schedules, manufacturing yields and costs of our contract manufacturers and availability of components;

 

·	delays, disruptions and quality control problems in manufacturing;

 

·	shortages, delays, price changes or cessation of operations or production affecting our suppliers of key components;

 

·	business practices and regulatory compliance of our raw material suppliers;

 

·	performance of distributors and large installers in selling our products;

 

·	our customer’s financial stability, creditworthiness and debt leverage ratio;

 

·	our ability to retain key personnel and attract additional qualified personnel;

 

·	our ability to effectively design, launch, market and sell new generations of our products and services;

 

·	our ability to maintain our brand and to protect and defend our intellectual property;

 

·	our ability to retain, and events affecting, our major customers;

 

·	our ability to manage effectively the growth of our organization and expansion into new markets;

 

·	fluctuations in currency exchange rates;

 

·	unrest, terrorism or armed conflict in Israel;

 

·	general economic conditions in our domestic and international markets; and

 

·	consolidation in the solar industry among our customers and distributors; and

 

·	the other factors set forth under “Item 1A. Risk Factors” in “Part II-OTHER INFORMATION” section of this report.

 

Except as required by law, we assume no obligation to update these forward‑looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward‑looking statements, even if new information becomes available in the future.

 

Overview

 

We have invented an intelligent inverter solution that has changed the way power is harvested and managed in a solar photovoltaic (“PV”) system. Our direct current (“DC”) optimized inverter system is designed to maximize power generation at the individual PV module level while lowering the cost of energy produced by the solar PV system and providing comprehensive and advanced safety features. Our systems allow for superior power harvesting and module management by deploying power optimizers at each PV module while maintaining a competitive system cost by using a simplified DC AC inverter. Our systems are monitored through our cloud-based monitoring platform that enables lower system operating and maintenance (“O&M”) costs. We believe that these benefits, along with our comprehensive and advanced safety features, are highly valued by our customers.

 

Our revenues for the three months ended September 30, 2016 and 2015 were $128.5 million and $115.1 million, respectively. Gross margin was 32.6% and 29.1% for the three months ended September 30, 2016 and 2015, respectively. Net income was $15.6 million and $14.4 million for the three months ended September 30, 2016 and 2015, respectively.

 

 

As of September 30, 2016, we have shipped approximately 14.1 million power optimizers and 576,000 inverters. Approximately 298,900 installations, many of which may include multiple inverters, are currently connected to, and monitored through, our cloud‑based monitoring platform. As of September 30, 2016, we have shipped approximately 3.8 GW of our DC optimized inverter systems. Our products are sold in approximately 47 countries, and are installed in solar PV systems in 100 countries.

 

As of September 30, 2016, approximately 188,500 indirect customers had registered with us through our cloud‑based monitoring platform.

 

Recent Developments

 

In January 2016, we announced the commercial availability of our StorEdge^TM solutions.  Our StorEdge^TM solution allows homeowners to maximimze self-consumption and to enable independence, by storing unusued PV power in a battery and allowing such power to be used by the homeowner when needed.  The StorEdge^TM solution is based on a single inverter for both PV power generation and storage.

 

In February 2016, we shipped our ten millionth power optimizer.

 

In June 2016, we began shipments of our HD-Wave inverter

 

Key Operating Metrics

 

In managing our business and assessing financial performance, we supplement the information provided by the financial statements with other operating metrics. These operating metrics are utilized by our management to evaluate our business, measure our performance, identify trends affecting our business and formulate projections. We use metrics relating to shipments (inverters shipped, power optimizers shipped and megawatts shipped) to evaluate our sales performance and to track market acceptance of our products. We use metrics relating to monitoring (systems monitored) to evaluate market acceptance of our products and usage of our solution.

 

We provide the “megawatts shipped” metric, which is calculated based on nameplate capacity shipped, to show adoption of our system on a nameplate capacity basis. Nameplate capacity shipped is the maximum rated power output capacity of an inverter and corresponds to our financial results in that higher total capacities shipped are generally associated with higher total revenues. However, revenues increase with each additional unit, not necessarily each additional MW of capacity, sold. Accordingly, we also provide the “inverters shipped” and “power optimizers shipped” operating metrics.

 

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(1)	Calculated based on the aggregate nameplate capacity of inverters shipped during the applicable period. Nameplate capacity is the maximum rated power output capacity of an inverter as specified by the manufacturer.

 

Results of Operations

 

The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this report.

 

 

The following table sets forth selected consolidated statements of operations data for each of the periods indicated.

 

 

Comparison of the Three Months Ended September 30, 2016 and 2015

 

Revenues

 

 

Revenues increased by $13.4 million, or 11.7%, for the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, primarily due to an increase in the number of systems sold in the U.S.  and Europe. The number of power optimizers sold increased by approximately 0.2 million units, or 14.1%, from approximately 1.4 million units in the three months ended September 30, 2015 to approximately 1.6 million units in the three months ended September 30, 2016. The number of inverters sold increased by approximately 14,200 units, or 28.5%, from approximately 49,800 units in the three months ended September 30, 2015 to approximately 64,000 units in the three months ended September 30, 2016. Our blended average selling price per watt for units shipped decreased by $0.052, or 15.9%, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, primarily due to (i) an increase in sales of commercial products that are characterized by lower average selling prices per watt; (ii) price erosion in the overall inverter market; (iii) a change in our geographic mix, specifically in sales to Europe where the devaluation of the Euro against the U.S. Dollar in calendar 2016 reduced our average selling price when translated into U.S. Dollars; and (iv) a change in our customer mix, which included a higher portion of sales to large customers to whom we provide volume discounts.

 

 

Cost of Revenues and Gross Profit

 

 

Cost of revenues increased by $5.1 million, or 6.2%, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, primarily due to (i) an increase in the volume of products sold; (ii) an increase in personnel-related costs resulting from an increase in our operations and support headcount; and (iii) increased warranty expenses associated with the increase in our installed base. These increases were partially offset by reductions derived from increased efficiency in our supply chain. Gross profit as a percentage of revenue increased from 29.1% in the three months ended September 30, 2015 to 32.6% in the three months ended September 30, 2016, primarily due to reductions in per unit production costs, increased efficiency in our supply chain and general economies of scale in our personnel-related costs and other costs associated with our support and operations departments.

 

Operating Expenses:

 

Research and Development, Net

 

 

Research and development, net increased by $2.9 million, or 42.1%, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, primarily due to an increase in personnel-related costs of $2.5 million resulting from an increase in our research and development headcount. The increase in headcount reflects our continued investment in enhancing our existing products as well as activities associated with bringing new products to market. In addition, the use of external consultants and deprecation expenses increased by $0.3 million and $0.1 million, respectively, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015.

 

Sales and Marketing

 

 

Sales and marketing expenses increased by $1.8 million, or 21.7%, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, primarily due to an increase in personnel-related costs of $1.2 million due to an increase in headcount associated with supporting our growth in the U.S. and Europe. In addition, expenses related to trade shows and marketing activities, expenses related to external consultants and sub-contractorsand expenses associated with our worldwide sales offices, travel and other overhead costs increased by $0.3 million, $0.2 million and $0.1 million, respectively, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015.

 

General and Administrative

 

 

General and administrative expenses increased by $0.2 million, or 7.2%, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, primarily due to an increase in personnel-related costs of $0.4 million related to (i) higher headcount in the legal, finance, human resources, and information technology department functions required of a fast-growing public company and (ii) increased expenses related to equity-based compensation and changes in management and our board of director compensation. In addition, costs related to accounting, tax, legal and information systems consulting and depreciation increased by $0.2 million. These amounts were offset by costs related to the accrual of doubtful debts, which decreased in the amount of $0.4 millionin the three months ended September 30, 2016 as compared to the three months ended September 30, 2015.

 

 

Financial income (expenses), net

 

 

Financial income was $0.4 million in the three months ended September 30, 2016 as compared to financial expenses of $0.1 million in the three months ended September 30, 2015, primarily due to $0.4 million of interest income, net of accretion (amortization) of discount (premium) on marketable securities and time deposits and a decrease in expenses related to hedging transactions in the amount of $0.2 million in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015. These amounts were offset by an increase of $0.1 million in expenses related to bank fees in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015.

 

Taxes on Income

 

 

Taxes on income increased by $2.6 million in the three months ended September 30, 2016 compared to the three months ended September 30, 2015, primarily due to a reversal of $2.2 million of deferred tax assets in the amount of $6.4 million recorded during fiscal year 2016. In addition, current tax expenses increased by $0.4 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 as a result of higher profitability and exhaustion of NOL carryforwards.

 

Net Income

 

 

As a result of the factors discussed above, net income increased by $1.2 million, or 8.2%, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015.

 

Liquidity and Capital Resources

 

The following table shows our cash flow from operating activities, investing activities and financing activities for the stated periods:

 

 

As of September 30, 2016, our cash and cash equivalents were $90.0 million. This amount does not include $115.7 million invested in available-for-sale marketable securities and $0.9 million of restricted cash (primarily held to secure bank guarantees securing office lease payments). On March 31, 2015, we consummated our initial public offering in which we sold 8,050,000 shares of our common stock at a price of $18.00 per share, resulting in net proceeds of $131.2 million, after deducting underwriting discounts and commissions and $3.6 million in offering expenses paid by us. We maintain the net proceeds received from our initial public offering as well as cash provided by operating activites in cash and cash equivalents and available-for-sale marketable securities. We believe that cash provided by operating activities as well as our cash and cash equivalents, including the net proceeds from our initial public offering, will be sufficient to meet our anticipated cash needs for at least the next 12 months.

 

Operating Activities

 

For the three months ended September 30, 2016, cash provided by operating activities was $24.4 million derived mainly from a net income of $15.6 million that included $4.7 million of non-cash expenses. An increase of $5.2 million in warranty obligations, $1.9 million accruals for employees and a decrease of $13.1 million in inventories, $4.2 million in prepaid expenses and other receivables and $2.2 million in deferred tax assets which were offset by an increase of $12.1 million in trade receivables, net, and a decrease of $10.4 million in trade payables and other accounts payable.

 

For the three months ended September 30, 2015, cash used in operating activities was $5.9 million derived mainly from a net income of $14.4 million that included $2.6 million of non-cash expenses. An increase of $4.0 million in warranty obligations, $2.0 million in deferred revenues , $1.0 million accruals for employees and a decrease of $11.8 million in prepaid expenses and other receivables which was offset by an increase of $11.9 million in trade receivables, $6.0 million in inventories and a decrease of  $12.0 million in trade payables and other accounts payable.

 

Investing Activities

 

During the three months ended September 30, 2016, net cash used in investing activities was $8.5 million, of which $19.9 million was invested in available-for-sale marketable securities, and $3.9 million related to capital investments in laboratory equipment, end of line testing equipment, automated assembly lines, manufacturing tools and leasehold improvements. This was offset by $15.3 million from the maturities of available-for-sale marketable securities.

 

During the three months ended September 30, 2015, net cash used in investing activities was $4.0 million, of which $3.3 million was related to capital investments in laboratory equipment, end of line testing equipment, manufacturing tools and leasehold improvements, and $0.8 million related to an investment in intangible assets. This was offset by a $0.1 million decrease in a long term lease deposit.

 

 Financing Activities

 

For the three months ended September 30, 2016, net cash provided by financing activities was $273.0 thousand, all attributed to cash received from the exercise of employee and non-employee stock options.

 

For the three months ended September 30, 2015, net cash provided by financing activities was $17.0 thousand, all attributed to cash received from the exercise of employee and non-employee stock options.

 

 

Debt Obligations

 

Revolving Line of Credit

 

In February 2015, we amended and restated a revolving line of credit agreement with Silicon Valley Bank (“SVB”), which permits aggregate borrowings of up to $40 million in an amount not to exceed 80% of the eligible accounts receivable and bears interest, payable monthly, at SVB’s prime rate plus a margin of 0.5% to 2.0%. The revolving line of credit will terminate on December 31, 2016 and will not be extended. As of September 30, 2016, we had no outstanding borrowings under the  line of credit with SVB.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

 

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates, customer concentrations and interest rates. We do not hold or issue financial instruments for trading purposes.

 

Foreign Currency Exchange Risk

 

Approximately 28.0% and 24.2% of our revenues for the three months ended September 30, 2016 and 2015, respectively, were earned in non‑U.S. Dollar denominated currencies, principally the Euro. Our expenses are generally denominated in the currencies in which our operations are located, primarily the U.S. Dollar and New Israeli Shekel, and to a lesser extent the Euro. Our New Israeli Shekel‑denominated expenses consist primarily of personnel and overhead costs. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. A hypothetical 10% change in foreign currency exchange rates during the three months ended September 30, 2016, between the Euro and the U.S. Dollar would increase or decrease our net income by $2.7 million for the three months ended September 30, 2016. A hypothetical 10% change in foreign currency exchange rates during the three months ended September 30, 2016, between the New Israeli Shekel and the U.S. Dollar would increase or decrease our net income by $1.4 million for the three months ended September 30, 2016.

 

For purposes of our consolidated financial statements, local currency assets and liabilities are translated at the rate of exchange to the U.S. Dollar on the balance sheet date and local currency revenues and expenses are translated at the exchange rate as of the date of the transaction or at the average exchange rate to the U.S. Dollar during the reporting period.

 

To date, we have used derivative financial instruments, specifically foreign currency forward contracts, to manage exposure to foreign currency risks by hedging a portion of our account receivable balances denominated in Euros expected to be paid within nine months. Our foreign currency forward contracts are expected to mitigate exchange rate changes related to the hedged assets. We do not use derivative financial instruments for speculative or trading purposes.

 

We had cash and cash equivalents of $90.0 million and available-for-sale marketable securities with an estimated fair value of $115.7 million on September 30, 2016, which securities were held for working capital purposes. We do not enter into investments for trading or speculative purposes. Since most of our cash and cash equivalents are held in U.S. Dollar‑denominated money market funds, we believe that our cash and cash equivalents do not have any material exposure to changes in exchange rates.

 

 

Concentrations of Major Customers

 

Our trade accounts receivables potentially expose us to a concentration of credit risk with our major customers. As of September 30, 2016, two major customers accounted for approximately 31.1% of our consolidated trade receivables balance. We currently do not foresee a credit risk associated with these receivables.

 

 

Disclosure Controls and Procedures

 

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2016. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

Based on an evaluation by our chief executive officer and chief financial officer, such officers concluded that there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

 

In the normal course of business, we may from time to time be named as a party to various legal claims, actions and complaints. It is impossible to predict with certainty whether any resulting liability from any such legal claims, actions or complaints would have a material adverse effect on our financial position, results of operations or cash flows.

 

ITEM 1A   RISK FACTORS

 

There have been no material changes to  the risk factors as described in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended June 30, 2016.

 

 

(a) Recent Sales of Unregistered Securities

 

None.

 

 

(b) Use of Proceeds

 

On March 25, 2015, our registration statement on Form S-1 (No. 333-202159) was declared effective for our initial public offering and on March 31, 2015, we consummated the initial public offering consisting of 8,050,000 shares of our common stock at a public offering price of $18.00 per share. The offering terminated after the sale of all securities registered in the offering. Goldman, Sachs & Co. acted as joint book-running managers for the offering. Needham & Company, Canaccord Genuity Inc. and Roth Capital Partners acted as co-managers. As a result of the offering, we received total net offering proceeds of $131.2 million, after deducting total expenses of $13.7 million, consisting of underwriting discounts and commissions of $10.1 million and offering related expenses paid by us of $3.6 million. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates.

 

We maintain the funds received in cash and cash equivalents and available-for-sale marketable securitties. Our principal uses of these proceeds from the initial public offering is general corporate purposes, including working capital and expansion of our business into additional markets. The funds have not been used to make payments directly or indirectly to (i) any of the Company’s officers or directors or their associates, (ii) any persons owning 10% or more of any class of the Company’s equity securities, or (iii) any of the Company’s affiliates.

 

 

None.

 

 

Not applicable.

 

 

We previously disclosed in our proxy statement for the 2016 Annual Meeting of Stockholders that we anticipated filing our proxy statement for the 2017 Annual Meeting of Stockholders within 120 days after the end of our fiscal year on June 30, 2016, and hold our 2017 Annual Meeting shortly thereafter.  However, because we have recently changed our fiscal year end to December 31, we presently intend to hold our 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) on or around May 4, 2017 at a time and location to be determined and specified in our proxy materials related to the 2017 Annual Meeting. 

 

Any stockholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the 2017 Annual Meeting must be received by our Corporate Secretary at our principal executive offices no later than the close of business on November 24, 2016 (based on an anticipated proxy statement release date of March 24, 2017). Such proposals also must comply with the rules of the Securities and Exchange Commission relating to stockholders’ proposals, which (among other things) provide that to be eligible to submit a proposal, a stockholder must have continuously held at least $2,000 in market value, or 1%, of the Company’s securities entitled to vote on the proposal at the 2017 Annual Meeting, for at least one year by the date the proposal is submitted.

 

In addition, any stockholder seeking to bring business before the 2017 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a director must provide timely notice, as set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”).  Specifically, written notice of any such proposed business or nomination must be received by the Company’s Corporate Secretary at our principal executive offices no earlier than the close of business on January 4, 2017 and no later than the close of business on February 3, 2017.  Any notice of proposed business or nomination also must comply with the notice and other requirements set forth in our Bylaws and with any applicable law.

 

The above-referenced proposals and notices should be addressed to the Corporate Secretary at 1 Hamada Street Herziliya Pituach, Israel, 4673335.  A copy of the full text of the bylaw provisions discussed above may be obtained by writing to the Corporate Secretary of the Company at the address included in the preceding sentence.

 

 

 

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 thereunto duly authorized.

 

 

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