AMERI HOLDINGS, INC. - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Edgar Glimpses |
The accompanying unaudited condensed consolidated financial statements should be
read in conjunction with our audited consolidated financial statements (and
notes thereto) included in our Annual Report on Form 10-K for the year ended
. This Quarterly Report on Form 10-Q contains forward-looking
statements that involve risks and uncertainties. See "Special Note Regarding
Forward-Looking Statements" included elsewhere herein.

We use the terms "we," "our," "us," "AMERI" and "the Company" in this report to refer to AMERI Holdings, Inc. and its wholly-owned subsidiaries.

Company History


We were incorporated under the laws of the State of Delaware in  as
Spatializer Audio Laboratories, Inc., which was a shell company immediately
prior to our completion of a "reverse merger" transaction on , in
which we caused Ameri100 Acquisition, Inc., a Delaware corporation and our newly
created, wholly owned subsidiary, to be merged with and into Ameri and Partners
Inc ("Ameri and Partners"), a Delaware corporation (the "Merger").  On , we completed the Merger, in which we caused Ameri100 Acquisition, Inc., a
Delaware corporation and our newly created, wholly owned subsidiary, to be
merged with and into Ameri and Partners (doing business as Ameri100), a Delaware
corporation. As a result of the Merger, Ameri and Partners became our wholly
owned operating subsidiary. The Merger was consummated under Delaware law,
pursuant to an Agreement of Merger and Plan of Reorganization, dated as of  (the "Merger Agreement"), and in connection with the Merger we changed
our name to AMERI Holdings, Inc. We are headquartered in Suwanee, Georgia.

Overview


We specialize in delivering SAP cloud, digital and enterprise services to
clients worldwide. Our SAP focus allows us to provide technological solutions to
a broad and growing base of clients. Our model inverts the conventional global
delivery model wherein offshore IT service providers are based abroad and
maintain a minimal presence in the United States. With a strong SAP focus, our
client partnerships anchor around SAP cloud and digital services. We pursue an
acquisition strategy that seeks to disrupt the established business model of
offshore IT service providers.

We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into two categories: (1) time-and-materials contracts and (2) fixed-price contracts.


When a customer enters into a time-and-materials or fixed-price (or a periodic
retainer-based) contract, the revenue is recognized in accordance with the
deliverables of each contract. If the deliverables involve separate units of
accounting, the consideration from the arrangement is measured and allocated to
the separate units, based on vendor specific objective evidence of the value for
each deliverable.

The revenue under time and materials contracts is recognized as services are
rendered and performed at contractually agreed upon rates. Revenue pursuant to
fixed-price contracts is recognized under the proportional performance method of
accounting. We routinely evaluate whether revenue and profitability should be
recognized in the current period. We estimate the proportional performance on
fixed-price contracts on a monthly basis utilizing hours incurred to date as a
percentage of total estimated hours to complete the project.

For the three months ended  and , sales to five major
customers accounted for 49% and 40% of our total revenue, respectively. For the
three months ended , two of our customers contributed 14% and 12%
of our revenue. For the comparable period in 2018, one of our customers
contributed 13% of our revenue

For the six months ended  and , sales to five major
customers accounted for 46% and 39% of our total revenue, respectively. Two of
our customers contributed 14% and 11% of our revenue for the six months ended
. For the comparable period in 2018, two of our customers
contributed 12% and 11% of our revenue.

We continue to explore strategic alternatives to improve the market position and
profitability of our product and service offerings in the marketplace, generate
additional liquidity for the Company, and enhance our valuation. We expect to
pursue our goals during the next twelve months through organic growth and
through other strategic alternatives. Some of these alternatives have included,
and could continue to include, selective acquisitions. The Company has obtained
financing and additional capital from the sale of equity and incurrence of
indebtedness in the past, and continues to consider capital raising and
financing from the sale of various types of equity and incurrence of
indebtedness to provide capital for our business plans and operations in the
future.

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Matters that May or Are Currently Affecting Our Business

The main challenges and trends that could affect or are affecting our financial results include:

• Our ability to raise additional capital, if and when needed;

• Our ability to enter into additional technology-management and consulting

agreements, to diversify our client base and to expand the geographic areas we

   serve;



• Our ability to attract competent, skilled professionals and on-demand

technology partners for our operations at acceptable prices to manage our

   overhead;



• Our ability to acquire other technology services companies and integrate them

with our existing business; and

• Our ability to control our costs of operation as we expand our organization and

   capabilities.



RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended Compared to the Three Months Ended and for the Six Months Ended Compared to the Six Months Ended

                                        Three             Three
                                       Months            Months          Six Months        Six Months
                                    June 30,2019      June 30,2018      June 30,2019      June 30,2018

Revenue                                11,015,057        11,075,840        21,701,253        22,138,850
Cost of revenue                         8,632,882         8,686,841        17,179,114        17,406,966
Gross profit                            2,382,175         2,388,999         4,522,139         4,731,884
Operating expenses
Selling,General and
administration                          3,296,041         2,524,588         6,173,350         5,403,530
Depreciation and amortization             562,570           809,282         1,123,587         1,630,018
Impairment on goodwill                          -                 -                 -                 -
Acquisition related expenses                    -                 -                 -            10,000
Changes in estimates for
consideration payable                           -           134,619                 -           134,619
Operating expenses                      3,858,611         3,468,489         7,296,937         7,178,167
Operating Income (loss)                (1,476,436 )      (1,079,490 )      (2,774,798 )      (2,446,283 )
Interest expenses                        (156,660 )        (182,521 )        (299,214 )        (393,680 )
Impairment on goodwill and
Intangibles                                     -                 -                 -                 -
Changes in fair value of warrant
liability                                 388,552                 -           (61,715 )               -
Others, net                                 4,566             1,790             4,566             7,989

Income (loss) before income taxes (1,239,978 ) (1,260,221 ) (3,131,161 ) (2,831,974 ) Income tax benefit

                        (16,590 )               -            14,622                 -
Income (loss) after income taxes       (1,256,568 )      (1,260,221 )      (3,116,539 )      (2,831,974 )
Net income attributable to
non-controlling interest                        -                 -                 -                 -
Net Income (loss) attributable to
the Company                            (1,256,568 )      (1,260,221 )      (3,116,539 )      (2,831,974 )
Dividend on preferred stock              (106,234 )        (104,136 )        (211,939 )        (661,553 )
Net Income (loss) attributable to
common stock holders                   (1,362,802 )      (1,364,357 )      (3,328,478 )      (3,493,527 )
Other comprehensive income
(loss), net of tax
Foreign exchange translation              (18,141 )         (32,310 )             573            (2,519 )

Total Comprehensive Income (loss) (1,380,943 ) (1,396,667 ) (3,327,905 ) (3,496,046 )


Basic income (loss) per share               (0.03 )           (0.07 )           (0.07 )           (0.19 )
Diluted income (loss) per share             (0.03 )           (0.07 )           (0.07 )           (0.19 )

Basic weighted average number of
common shares outstanding              50,677,357        18,790,998        48,125,231        18,678,224
Diluted weighted average number
of common shares outstanding           50,677,357        18,790,998        48,125,231        18,678,224



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Revenues

Revenues for the three months ended decreased by $0.01 million, or 1%, as compared to the three months ended .


For the three months ended  and , sales to five major
customers accounted for 49% and 40% of our total revenue, respectively. for the
three months ended  two of our customers contributed 14% and 12% of
our revenue. For the comparable period in 2018, one of our customers contributed
13% of our revenue. We derived most of our revenues from our customers located
in North America for the three months ended  and .

Revenues for the six months ended  decreased by $0.4 million, or
2%, as compared to the six months ended , mainly because we did not
pursue certain low margin professional services business.

For the six months ended  and , sales to five major
customers accounted for 46% and 39% of our total revenue, respectively. Two of
our customers contributed 14% and 11% of our revenue for the six months ended
. For the comparable period in 2018, two of our customers
contributed 12% and 11% of our revenue. We derived most of our revenues from our
customers located in North America for the six months ended  and
.

Gross Margin

Our gross margin was 22% for the three months ended and for the comparable period in 2018.

Our gross margin was 22% for the six months ended , as compared to 21% for the six months ended .


Our target gross margins in future periods are anticipated to be in the range of
20% to 25% based on a mix of project revenues and professional service revenues.
However, there is no assurance that we will achieve such anticipated gross
margins.

Selling, General and Administration Expenses


Selling, general and administration ("SG&A") expenses include all costs,
including rent costs, which are not directly associated with revenue-generating
activities, as well as the non-cash expense for stock-based compensation. These
include employee costs, corporate costs and facilities costs. Employee costs
include administrative salaries and related employee benefits, travel,
recruiting and training costs. Corporate costs include reorganization costs,
legal, accounting and outside consulting fees. Facilities costs primarily
include rent and communications costs.

SG&A expenses for the three months ended  were $3.3 million, as
compared to $2.5 million for the three months ended . The increase
was mainly due to new sales initiatives taken by the company, including
recruiting a new sales team.

SG&A expenses for the six months ended were $6.2 million, as compared to $5.4 million for the six months ended . The increase was mainly due to new sales initiatives taken by the company, including recruiting a new sales team.

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Depreciation and Amortization

Depreciation and amortization expense amounted to $0.6 million for the three
months ended , as compared to $0.8 million for the three months
ended  and $1.1 million for the six months ended  as
compared to $1.6 million for the six months ended . We capitalized
the customer lists acquired during various acquisitions, resulting in increased
amortization costs. The customer lists from each acquisition are amortized over
a period of 60 months.

Operating Income (Loss)

Our operating loss was $1.5 million for the three months ended , as
compared to $1.1 million for the three months ended . The increase
was due to due to new sales initiatives taken by the company, including
recruiting a new sales team.

Our operating loss was $2.8 million for the six months ended , as
compared to $2.4 million for the six months ended . The increase
was due to due to new sales initiatives taken by the company, including
recruiting a new sales team.

Interest Expense

Our interest expense for the three months ended was $0.16 million as compared to $0.18 million for the three months ended .

Our interest expense for the six months ended was $0.3 million as compared to $0.4 million for the six months ended .

Liquidity and Capital Resources


Our cash position was approximately $1.6 million as of , as
compared to $1.4 million as of , an increase of approximately
$0.2 million primarily due to the funds received from exercise of warrants. We
received $2.1 million upon the exercise of warrants during the six months ended
.

Cash used for operating activities was $1.5 million during the six months ended
 and was primarily a result of net changes in working capital
requirements. Cash used in investing activities was $0.2 million during the six
months ended . Cash provided by financing activities was $1.9
million during the six months ended .

Liquidity Concerns


We incurred recurring losses as a result of costs and expenses related to our
selling, general and administration activities and acquisition strategy. As of
, we had negative working capital of $3.4 million and cash of $1.6
million. Historically, our principal sources of cash have included bank
borrowings and sales of securities. Our operating expenses are likely to
continue to grow and, as a result, we will need to generate significant
additional revenues to cover such expenses.

Our financial statements as of  have been prepared under the
assumption that we will continue as a going concern. Our ability to continue as
a going concern is dependent upon our ability to raise additional funding
through the issuance of equity or debt securities, as well as to attain further
operating efficiencies and, ultimately, to generate additional revenues. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. We can give no assurances that additional capital
that we are able to obtain, if any, will be sufficient to meet our needs. The
foregoing conditions raise substantial doubt about our ability to continue our
operations.

Available Credit Facility, Borrowings and Repayment of Debt


On , certain subsidiaries of the Company, including Ameri100
Arizona LLC, Ameri100 Georgia, Inc., Ameri100 California, Inc. and Ameri and
Partners, Inc., as borrowers (individually and collectively, "Borrower") entered
into a Loan and Security Agreement (the "Loan Agreement"), for a credit facility
(the "Credit Facility") with North Mill Capital LLC, as lender (the "Lender").
The Loan Agreement has an initial term of two years from the closing date, with
renewal thereafter if Lender, at its option, agrees in writing to extend the
term for additional one year periods (the "Term"). The Loan Agreement is
collateralized by a first-priority security interest in all of the assets of
Borrower. In addition, (i) pursuant to a Corporate Guaranty entered into by the
Company in favor of the Lender (the "Corporate Guaranty"), the Company has
guaranteed the Borrower's obligations under the Credit Facility and (ii)
pursuant to a Security Agreement entered into between the Company and Lender
(the "Security Agreement"), the Company granted a first-priority security
interest in all of its assets to Lender.

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The Borrowers received an initial advance on  in an amount of
approximately $2.85 million (the "Initial Advance"). Borrowings under the Credit
Facility accrue interest at the prime rate (as designated by Wells Fargo Bank,
National Association) plus one and three quarters percentage points (1.75%), but
in no event shall the interest rate be less than seven and one-quarter percent
(7.25%). Notwithstanding anything to the contrary contained in the Loan
Documents, the minimum monthly interest payable by Borrower on the Advances (as
defined in the Loan Agreement) in any month shall be calculated based on an
average Daily Balance (as defined in the Loan Agreement) of Two Million Dollars
($2,000,000) for such month.  For the first year of the Term, Borrower shall pay
to Lender a facility fee equal to $50,000, due in equal monthly installments,
with additional facility fees due to Lender in the event borrowings exceed
certain thresholds and with additional facility fees due and payable in later
years or upon later milestones. In addition, Borrower shall pay to Lender a
monthly fee (the "Servicing Fee") in an amount equal to one-eighth percent
(.125%) of the average Daily Balance (as defined in the Loan Agreement) during
each month on or before the first day of each calendar month during the Term.

The Company used approximately $2.75 million of the Initial Advance to repay all
of its outstanding obligations under the Sterling National bank Credit Facility.
Upon payment, the Company's obligations under the Sterling National Bank Credit
Facility were terminated. As of , the principal balance and accrued
interest under the Credit Facility amounted to $4 million.

Borrower also agreed to certain negative covenants in the Loan Agreement, including that they will not, without the prior written consent of Lender, enter into any extraordinary transactions, dispose of assets, merge, acquire, or consolidate with or into any other business organization or restructure.


If an Event of Default (as defined in the Loan Agreement) occurs, Lender may,
among other things, (i) declare all obligations immediately due and payable in
full; (ii) cease advancing money or extending credit to or for the benefit of
Borrower; and/or (iii) terminate the Loan Agreement as to any future liability
or obligation of Lender, without affecting Lender's right to repayment of all
obligations and Lender's security interests.

On , we completed the sale and issuance of 8% Convertible Unsecured
Promissory Notes (the "2017 Notes") for aggregate proceeds to us of $1.25
million from four accredited investors, including one of the Company's
then-directors, Dhruwa N. Rai, and David Luci, who became a director of the
Company in . The 2017 Notes were issued pursuant to Securities
Purchase Agreements between the Company and each investor. The 2017 Notes bear
interest at 8% per annum until maturity in , with interest being paid
annually on the first, second and third anniversaries of the issuance of the
2017 Notes beginning in . From and after an event of default and for
so long as the event of default is continuing, the 2017 Notes will bear default
interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at
any time without penalty. As of , all interest payments due on the
2017 Notes have been paid in full.

During this first quarter of 2019 the company repaid $0.25 million towards 2017 notes.


The 2017 Notes are convertible into shares of our common stock at a conversion
price equal to $2.80. The holders of the 2017 Notes have the right, at their
option, at any time and from time to time to convert, in part or in whole, the
outstanding principal amount and all accrued and unpaid interest under the 2017
Notes into shares of the Company's common stock at the conversion price.

The 2017 Notes rank junior to our secured credit facility with Sterling National
Bank. The 2017 Notes also include certain negative covenants including, without
the investors' approval, restrictions on dividends and other restricted payments
and reclassification of its stock.

Accounts Receivable

Accounts receivable for the period ended were $8.5 million as compared to $7.9 million as on .

Accounts Payable

Accounts payable for the period ended were $4.9 million as compared to $4.4 million as on .

Accrued Expense

Accrued expenses for the period ended were $1.8 million as compared to $1.7 million as on .

Operating Activities

Our largest source of operating cash flows is cash collections from our customers. Our primary uses of cash for operating activities are for personnel-related expenditures, leased facilities and taxes.

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Off- Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Impact of Inflation

We do not believe that inflation had a significant impact on our results of operations for the periods presented. On an ongoing basis, we attempt to minimize any effects of inflation on our operating results by controlling operating costs and, whenever possible, seeking to ensure that billing rates reflect increases in costs due to inflation.


For all significant foreign operations, the functional currency is the local
currency. Assets and liabilities of these operations are translated at the
exchange rate in effect at each period end. Statements of Operations accounts
are translated at the exchange rate prevailing as of the date of the
transaction. The gains or losses resulting from such translation are reported
under accumulated other comprehensive income (loss) as a separate component of
equity. Realized gains and losses from foreign currency transactions are
included in other income, net for the periods presented.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements for additional information.

Critical Accounting Policies


Revenue Recognition. We recognize revenue in accordance with the Accounting
Standard Codification 606 "Revenue Recognition." Revenue is recognized when all
of the following criteria are met: (1) persuasive evidence of an arrangement
exists, (2) delivery has occurred or services have been rendered, (3) the
seller's price to buyer is fixed and determinable, and (4) collectability is
reasonably assured. We recognize revenue from information technology services as
the services are provided. Service revenues are recognized based on contracted
hourly rates, as services are rendered or upon completion of specified
contracted services and acceptance by the customer.

Stock-Based Compensation. Stock-based compensation expense for awards of equity
instruments to employees and non-employee directors is determined based on the
grant-date fair value of those awards. We recognize these compensation costs net
of an estimated forfeiture rate over the requisite service period of the award.
Forfeitures are estimated on the date of grant and revised if actual or expected
forfeiture activity differs materially from original estimates.

Warrant Liability


The Company accounts for the warrants issued in connection with the  Initial Securities Purchase Agreement in accordance with the guidance on
Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity, which provides that the Company classifies the warrant
instrument as a liability at its fair value and adjusts the instrument to fair
value at each reporting period. This liability is subject to re-measurement at
each balance sheet date until exercised, and any change in fair value is
recognized in the Company's statement of operations. The fair value of warrants
issued by the Company in connection with private placements of securities has
been estimated using the warrants quoted market price.

Impairment. Long-lived assets, which include property, plant and equipment, and
certain other assets to be held and used by us, are reviewed when events or
changes in circumstances indicate that the carrying amount of the assets may not
be recoverable based on estimated future cash flows. If this assessment
indicates that the carrying values will not be recoverable, as determined based
on undiscounted cash flows over the remaining useful lives, an impairment loss
is recognized based on the fair value of the asset.

Income Taxes. We provide for income taxes utilizing the asset and liability
method of accounting. Under this method, deferred income taxes are recorded to
reflect the tax consequences in future years of differences between the tax
basis of assets and liabilities and their financial reporting amounts at each
balance sheet date, based on enacted tax laws and statutory tax rates applicable
to the periods in which the differences are expected to affect taxable income.
If it is determined that it is more likely than not that future tax benefits
associated with a deferred income tax asset will not be realized, a valuation
allowance is provided. The effect on deferred income tax assets and liabilities
of a change in the tax rates is recognized in income in the period that includes
the enactment date. Tax benefits earned on employee stock awards in excess of
recorded stock-based compensation expense are credited to additional paid-in
capital. Our provision for income taxes also includes the impact of provisions
established for uncertain income tax positions, as well as the related interest.

Accounts Receivable. We extend credit to clients based upon management's assessment of their credit-worthiness on an unsecured basis. We provide an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. We include any balances that are determined to be uncollectible in allowance for doubtful accounts.


Business Combination. We account for business combinations using the acquisition
method, which requires the identification of the acquirer, the determination of
the acquisition date and the allocation of the purchase price paid by the
acquirer to the identifiable tangible and intangible assets acquired, the
liabilities assumed, including any contingent consideration and any
non-controlling interest in the acquiree at their acquisition date fair values.
Goodwill represents the excess of the purchase price over the fair value of net
assets acquired, including the amount assigned to identifiable intangible
assets. Identifiable intangible assets with finite lives are amortized over
their useful lives. Acquisition-related costs are expensed in the periods in
which the costs are incurred. The results of operations of acquired businesses
are included in our consolidated financial statements from the acquisition date.

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Goodwill and Purchased Intangibles. We evaluate goodwill and purchased
intangible assets for impairment at least annually, or as circumstances warrant.
Goodwill is evaluated at the reporting unit level by comparing the fair value of
the reporting unit with its carrying amount. For purchased intangible assets, if
our annual qualitative assessment indicates possible impairment, we test the
assets for impairment by comparing the fair value of such assets to their
carrying value. In determining the fair value, we utilize various estimates and
assumptions, including discount rates and projections of future cash flows. If
an impairment is indicated, a write down to the implied fair value of goodwill
or fair value of intangible asset is recorded.

Valuation of Contingent Earn-out Consideration. Acquisitions may include
contingent consideration payments based on the achievement of certain future
financial performance measures of the acquired company. Contingent consideration
is required to be recognized at fair value as of the acquisition date. We
estimate the fair value of these liabilities based on financial projections of
the acquired companies and estimated probabilities of achievement. We believe
our estimates and assumptions are reasonable, however, there is significant
judgment involved. We evaluate, on a routine, periodic basis, the estimated fair
value of the contingent consideration and changes in estimated fair value,
subsequent to the initial fair value estimate at the time of the acquisition,
will be reflected in income or expense in the consolidated statements of
operations. Changes in the fair value of contingent consideration obligations
may result from changes in discount periods and rates, changes in the timing and
amount of revenue and/or earnings estimates and changes in probability
assumptions with respect to the likelihood of achieving the various earn-out
criteria. Any changes in the estimated fair value of contingent consideration
may have a material impact on our operating results.

Special Note Regarding Forward-Looking Information


Some of the statements in this Quarterly Report on Form 10-Q and elsewhere
constitute forward-looking statements under Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements involve known and unknown risks, uncertainties and
other factors that may cause results, levels of activity, growth, performance,
tax consequences or achievements to be materially different from any future
results, levels of activity, growth, performance, tax consequences or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, those listed below.

The forward-looking statements included in this Form 10-Q and referred to
elsewhere are related to future events or our strategies or future financial
performance, including statements concerning our 2019 outlook, future revenue
and growth, customer spending outlook, general economic trends, IT service
demand, future revenue and revenue mix, utilization, new service offerings,
significant customers, competitive and strategic initiatives, growth plans,
potential stock repurchases, future results, tax consequences and liquidity
needs. In some cases, you can identify forward-looking statements by terminology
such as "may," "should," "believe," "anticipate," "anticipated," "expectation,"
"continued," "future," "forward," "potential," "estimate," "estimated,"
"forecast," "project," "encourage," "opportunity," "goal," "objective," "could,"
"expect," "expected," "intend," "plan," "planned," or the negative of such terms
or comparable terminology. These forward-looking statements inherently involve
certain risks and uncertainties, although they are based on our current plans or
assessments which are believed to be reasonable as of the date of this Form
10-Q.

Although we believe that the expectations in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
growth, earnings per share or achievements. However, neither we nor any other
person assumes responsibility for the accuracy and completeness of such
statements. Except as otherwise required, we undertake no obligation to update
any of the forward-looking statements after the date of this Form 10-Q to
conform such statements to actual results.

DISCLOSURE: The views and opinions expressed in this article are those of the authors, and do not represent the views of equities.com. Readers should not consider statements made by the author as formal recommendations and should consult their financial advisor before making any investment decisions. To read our full disclosure, please go to: http://www.equities.com/disclaimer

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