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) |
October 29, 2015 |
VIRTUALSCOPICS, INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
(State or other jurisdiction of incorporation) |
000-52018 |
04-3007151 |
(Commission File Number) |
(IRS Employer Identification No.) |
500 Linden Oaks, Rochester, New York |
14625 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code |
(585) 249-6231 |
|
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
¨ 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Section 2 –
Financial Information
Item 2.02 Results of Operations and Financial Condition
On October 29, 2015,
VirtualScopics, Inc. (the “Company”)
issued a press release announcing the financial results for the third quarter ended September 30, 2015. A copy of the press release
is attached hereto as Exhibit 99.1.
The information furnished
pursuant to this Item 2.02 and the exhibits hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and shall not be deemed to be incorporated by reference
in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act except as shall be expressly set
forth by specific reference in such filing.
Section 7 –
Regulation FD
Item 7.01 Regulation FD Disclosure
On October 29, 2015,
at 4:30 p.m. Eastern Time, VirtualScopics, Inc. held a conference call to discuss the financial results for the third quarter ended
September 30, 2015. The slides attached hereto as Exhibit 99.2 were prepared in connection with the conference call.
The information furnished
pursuant to this Item 7.01 and the exhibits hereto shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in any filing under
the Securities Act or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
Section 9 –
Financial Statements and Exhibits
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
99.1 |
Press Release, dated October 29, 2015 |
99.2 |
Slides prepared in connection with Third Quarter Ended September 30, 2015 Conference Call |
SIGNATURES
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.
Dated: October 29, 2015 |
VIRTUALSCOPICS, INC. |
|
|
|
|
By: |
s James Groff |
|
Name: |
James Groff |
|
Title: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
|
|
99.1 |
Press Release, dated October 29, 2015 |
99.2 |
Slides prepared in connection with Third Quarter Ended September 30, 2015 Conference Call |
Exhibit 99.1
FOR IMMEDIATE RELEASE
VIRTUALSCOPICS, INC. REPORTS 2015 THIRD
QUARTER REVENUES INCREASE
18% FROM PRIOR YEAR PERIOD AND COMPANY ACHIEVES POSITIVE
ADJUSTED EBITDA
ROCHESTER, N.Y., October 29, 2015—VirtualScopics,
Inc. (NASDAQ:VSCP), a leading provider of clinical trial imaging solutions, today reported financial results for the third quarter
and nine months ended September 30, 2015.
Revenues for the third quarter of 2015 increased 18% to $3,224,407
compared to $2,741,241 for the third quarter of 2014. The company reported positive Adjusted EBITDA in the third quarter of 2015
of $132,101 as compared to negative Adjusted EBITDA of $842,772 in the third quarter of 2014. VirtualScopics reported a net loss
for the third quarter of 2015 of $24,779, or $0.02 loss per share, representing a 97% improvement from a net loss of $955,523,
or $0.33 loss per share, reported in the third quarter of 2014.
Revenues for the first nine months of 2015 were $9,057,975,
a 17% increase over the $7,742,974 reported for the prior year period. The company reported a net loss for the first nine months
of 2015 of $1,124,443, or $0.42 loss per share, representing a 52% improvement from the net loss of $2,333,427, or $0.82 loss per
share, for the same period in 2014.
“We are very pleased with the company’s strong performance
during the third quarter of 2015,” said Eric T. Converse, president and chief executive officer of VirtualScopics. “This
quarter is the first time the company has achieved positive Adjusted EBITDA since the second quarter of 2013, a trend we believe
will continue to improve for the remainder of this year and beyond. I am very proud of the entire VirtualScopics team.”
“In addition,” Converse continued, “the backlog
has grown to $31.9 million and we believe it will continue to grow. Our decision to focus on our core competencies has proven to
be the right decision as we continue to strengthen our relationships with large pharma and develop new relationships with biotechs.
This year we were chosen to be the sole imaging provider for several of our customers and most recently we were awarded a phase
III oncology trial from yet another large pharma company.”
“We are pleased to have achieved strong margins for both
2015 reporting periods over the prior year’s periods,” said Jim Groff, VirtualScopics’ chief financial officer.
“In the third quarter of 2015, margins improved to 42% as compared to 34% in the third quarter of 2014. For the first nine
months of 2015 margins improved to 37% as compared to 34% achieved last year. The margin improvement thus far in 2015 reflects
the increase in the startup of new projects, which yield higher margins during their startup phase, along with a continued focus
on our core offerings and investment in our infrastructure and people.”
-more-
Imaging Solutions for Clinical Trials |
500
Linden Oaks Ÿ Second
Floor Ÿ Rochester,
NY 14625 Ÿ P:585.249.6231
Ÿ
F:585.218.7350 Ÿ
info@virtualscopics.com Ÿ
|
VirtualScopics, Inc. 2015 Q3 Financial Results, page 2
Conference Call and Webcast Information
The company’s management will host a conference and
webcast today at 4:30 p.m. ET to discuss the company’s 2015 third quarter and nine months financial results and
business outlook. The conference call dial-in information, webcast URL and replay information is as follows:
| · | Domestic Call Dial In: 877-407-8035 |
| · | International Call Dial In: 201-689-8035 |
| · | Conference Call ID: 13622413 |
An accompanying slide presentation to enhance managements’
formal remarks, as well as a webcast of the call, can be accessed at the following links:
http://virtualscopics.investorroom.com/webcasts
or
http://www.investorcalendar.com/IC/CEPage.asp?ID=174428.
A replay and slide presentation will be available one hour after
the conclusion of the conference call for 90 days, and can be accessed accordingly:
Replay Domestic Dial In: 877-660-6853
Replay International Dial In: 201-612-7415
Replay Conference Call ID: 13622413
The webcast and slide presentation can be accessed at the following
links:
http://virtualscopics.investorroom.com/webcasts
or
http://www.investorcalendar.com/IC/CEPage.asp?ID=174428.
About VirtualScopics, Inc.
VirtualScopics, Inc. (NASDAQ:VSCP) is
a leading provider of clinical trial imaging solutions to accelerate drug and medical device development. For risk-averse, time-constrained
Clinical Trial Study Teams, Medical Directors and Imaging Scientists who require quality imaging data delivered on-time, within
budget and on a consistent basis, VirtualScopics’ clinical trial imaging solutions are an inspired true exception to commonly
accepted services provided by other clinical trial imaging providers. Because of the scientific and operational flexibility and
responsiveness available, VirtualScopics’ clinical trial imaging solutions deliver special performance advantages compared
to other image service providers that offer common, every day clinical trial imaging services. For more information about VirtualScopics,
Inc., please visit www.virtualscopics.com.
Non-GAAP Financial Information
VirtualScopics provides Adjusted EBITDA
as a supplemental measure to Generally Accepted Accounting Principles (“GAAP”) regarding the company's operational
performance. The company defines Adjusted EBITDA as earnings less interest, taxes (if any), depreciation and amortization as further
adjusted to exclude stock-based compensation expense. This financial measure excludes the impact of certain items and, therefore,
has not been calculated in
-more-
Imaging Solutions for Clinical Trials |
500
Linden Oaks Ÿ Second
Floor Ÿ Rochester,
NY 14625 Ÿ P:585.249.6231
Ÿ
F:585.218.7350 Ÿ
info@virtualscopics.com Ÿ
|
VirtualScopics, Inc. 2015 Q3 Financial
Results, page 3
accordance with GAAP. VirtualScopics’
method of calculating Adjusted EBITDA may differ from methods used by other companies, and, as a result, Adjusted EBITDA measures
disclosed herein may not be comparable to other similarly titled measures used by other companies. VirtualScopics continues to
provide information in accordance with GAAP. However, given the non-cash variable nature of stock-based compensation expense and
its substantial impact on the overall reported net income/loss, the company believes it is also helpful for investors to receive
additional information relating more specifically to VirtualScopics’ operating results. Accordingly, VirtualScopics has presented
Adjusted EBITDA which excludes the non-cash effects of stock-based compensation expense on its financial results. Management uses
Adjusted EBITDA (a) to evaluate the company's financial performance, (b) to set internal spending budgets, and (c) to measure operational
profitability. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), VirtualScopics
has provided a reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure, net income/(loss), in
the financial reconciliation following the financial statements below, titled “GAAP Reconciliation: Net Income/Loss and Adjusted
EBITDA.”
Forward-looking Statements
The statements contained in this press
release that are not purely historical are forward-looking statements within the meaning of the Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by
the safe harbors created thereby. These forward-looking statements include, but are not limited to, statements regarding continued
positive Adjusted EBITDA, the expected benefits of the Company’s investment in infrastructure, sales and marketing efforts,
the continued increase in backlog, expectations for the startup of new projects and the performance of existing projects and/or
statements preceded by, followed by or that include the words “believes”, “could”, “expects”,
“anticipates”, “estimates”, “intends”, “plans”, “projects”, “seeks”,
or similar expressions. Forward-looking statements deal with the company’s current plans, intentions, beliefs and expectations.
Investors are cautioned that all forward-looking statements involve risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements. Many of these risks and uncertainties are discussed in the company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC, and in any subsequent reports filed
with the SEC, all of which are available at the SEC’s website at www.sec.gov. These
include without limitation: the risk of cancellation or delay of customer contracts or that contract awards do not turn into signed
contracts. Other risks include the company’s dependence on its largest customers and risk of contract performance, protection
of our intellectual property and the risks of infringement on the intellectual property rights of others. All forward-looking
statements speak only as of the date of this press release and the company undertakes no obligation to update such forward-looking
statements.
-more-
Imaging Solutions for Clinical Trials |
500
Linden Oaks Ÿ Second
Floor Ÿ Rochester,
NY 14625 Ÿ P:585.249.6231
Ÿ
F:585.218.7350 Ÿ
info@virtualscopics.com Ÿ
|
VirtualScopics, Inc. 2015 Q3 Financial
Results, page 4
For More Information, Contact:
Donna N. Stein, APR, Fellow PRSA
Managing Partner
Donna Stein & Partners
315-361-4672
Email: dstein1@twcny.rr.com
Financial Tables to Follow
Imaging Solutions for Clinical Trials |
500
Linden Oaks Ÿ Second
Floor Ÿ Rochester,
NY 14625 Ÿ P:585.249.6231
Ÿ
F:585.218.7350 Ÿ
info@virtualscopics.com Ÿ
|
VirtualScopics, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
(unaudited)
| |
For the Three Months Ended | | |
For the Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | 3,063,053 | | |
$ | 2,502,413 | | |
$ | 8,558,865 | | |
$ | 7,291,415 | |
Reimbursement revenues | |
| 161,354 | | |
| 238,828 | | |
| 499,110 | | |
| 451,559 | |
Total revenues | |
| 3,224,407 | | |
| 2,741,241 | | |
| 9,057,975 | | |
| 7,742,974 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of services | |
| 1,696,940 | | |
| 1,573,790 | | |
| 5,208,813 | | |
| 4,664,548 | |
Cost of reimbursement revenues | |
| 161,354 | | |
| 238,828 | | |
| 499,110 | | |
| 451,559 | |
Total cost of services | |
| 1,858,294 | | |
| 1,812,618 | | |
| 5,707,923 | | |
| 5,116,107 | |
Gross profit | |
| 1,366,113 | | |
| 928,623 | | |
| 3,350,052 | | |
| 2,626,867 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Research & development | |
| 324,669 | | |
| 307,470 | | |
| 972,962 | | |
| 899,655 | |
Sales & marketing | |
| 277,190 | | |
| 545,172 | | |
| 918,567 | | |
| 1,373,056 | |
General & administrative | |
| 673,960 | | |
| 957,795 | | |
| 2,252,729 | | |
| 2,452,438 | |
Depreciation & amortization | |
| 101,459 | | |
| 74,106 | | |
| 304,451 | | |
| 236,135 | |
Total operating expenses | |
| 1,377,278 | | |
| 1,884,543 | | |
| 4,448,709 | | |
| 4,961,284 | |
| |
| | | |
| | | |
| | | |
| | |
Operating loss | |
| (11,165 | ) | |
| (955,920 | ) | |
| (1,098,657 | ) | |
| (2,334,417 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense) | |
| | | |
| | | |
| | | |
| | |
Other income | |
| 15 | | |
| 1,030 | | |
| 935 | | |
| 3,087 | |
Interest expense | |
| (4,332 | ) | |
| - | | |
| (4,332 | ) | |
| - | |
Interest expense - debt issuance costs | |
| (6,968 | ) | |
| - | | |
| (6,968 | ) | |
| - | |
Other expense | |
| (2,329 | ) | |
| (633 | ) | |
| (15,421 | ) | |
| (2,097 | ) |
Total other (expense) income | |
| (13,614 | ) | |
| 397 | | |
| (25,786 | ) | |
| 990 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
| (24,779 | ) | |
| (955,523 | ) | |
| (1,124,443 | ) | |
| (2,333,427 | ) |
| |
| | | |
| | | |
| | | |
| | |
Preferred stock dividends | |
| 42,000 | | |
| 42,000 | | |
| 126,000 | | |
| 126,000 | |
Net loss available to common stockholders | |
$ | (66,779 | ) | |
$ | (997,523 | ) | |
$ | (1,250,443 | ) | |
$ | (2,459,427 | ) |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average basic and diluted shares outstanding | |
| 2,994,928 | | |
| 2,994,590 | | |
| 2,994,928 | | |
| 2,993,154 | |
Basic and diluted loss per share | |
$ | (0.02 | ) | |
$ | (0.33 | ) | |
$ | (0.42 | ) | |
$ | (0.82 | ) |
Imaging Solutions for Clinical Trials |
500
Linden Oaks Ÿ Second
Floor Ÿ Rochester,
NY 14625 Ÿ P:585.249.6231
Ÿ
F:585.218.7350 Ÿ
info@virtualscopics.com Ÿ
|
VirtualScopics, Inc.
Condensed Consolidated Balance Sheets
| |
September 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
| |
(Unaudited) | | |
| |
Assets | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
$ | 1,699,579 | | |
$ | 4,046,599 | |
Accounts receivable, net | |
| 2,548,082 | | |
| 1,814,143 | |
Prepaid expenses and other current assets | |
| 477,106 | | |
| 410,188 | |
Total current assets | |
| 4,724,767 | | |
| 6,270,930 | |
| |
| | | |
| | |
Patents, net | |
| 1,065,494 | | |
| 1,211,770 | |
Property and equipment, net | |
| 518,572 | | |
| 330,873 | |
Other assets | |
| 4,133 | | |
| 10,661 | |
Total assets | |
$ | 6,312,966 | | |
$ | 7,824,234 | |
| |
| | | |
| | |
Liabilities and Stockholders' Equity | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 739,240 | | |
$ | 1,289,099 | |
Accrued payroll | |
| 489,361 | | |
| 681,964 | |
Unearned revenue | |
| 688,778 | | |
| 670,332 | |
Dividends payable | |
| 335,333 | | |
| 335,333 | |
Current portion of note payable | |
| 59,968 | | |
| - | |
Current portion of capital lease obligation | |
| 23,830 | | |
| - | |
Total current liabilities | |
| 2,336,510 | | |
| 2,976,728 | |
| |
| | | |
| | |
Note payable, net of current portion | |
| 140,392 | | |
| - | |
Capital lease obligation, net of current portion | |
| 120,945 | | |
| - | |
Total liabilities | |
$ | 2,597,847 | | |
$ | 2,976,728 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders' Equity | |
| | | |
| | |
Convertible preferred stock, $0.001 par value; 1,000,000 shares authorized at September 30, 2015 and December 31, 2014; | |
| | | |
| | |
Series C-1 3,000 shares authorized; issued and outstanding, 3,000 shares at September 30, 2015 and December 31, 2014; liquidation preference $1,000 per share | |
| 3 | | |
| 3 | |
Series B 6,000 shares authorized; issued and outstanding, 600 shares at September 30, 2015 and December 31, 2014; liquidation preference $1,000 per share | |
| 1 | | |
| 1 | |
Series A 8,400 shares authorized; issued and outstanding, 2,165 shares at September 30, 2015 and December 31, 2014; liquidation preference $1,000 per share | |
| 2 | | |
| 2 | |
Series C-2 3,000 shares authorized; issued and outstanding, 0 shares at September 30, 2015 and December 31, 2014; liquidation preference $1,000 per share | |
| - | | |
| - | |
Common stock, $0.001 par value; 20,000,000 shares authorized; | |
| | | |
| | |
issued and outstanding, 2,994,928 shares at September 30, 2015 and December 31, 2014 | |
| 2,995 | | |
| 2,995 | |
Additional paid in capital | |
| 21,967,125 | | |
| 21,975,069 | |
Accumulated deficit | |
| (18,255,007 | ) | |
| (17,130,564 | ) |
Total stockholders' equity | |
| 3,715,119 | | |
| 4,847,506 | |
Total liabilities and stockholders' equity | |
$ | 6,312,966 | | |
$ | 7,824,234 | |
Imaging Solutions for Clinical Trials |
500
Linden Oaks Ÿ Second
Floor Ÿ Rochester,
NY 14625 Ÿ P:585.249.6231
Ÿ
F:585.218.7350 Ÿ
info@virtualscopics.com Ÿ
|
GAAP
RECONCILIATION:
Net
Income/Loss and Adjusted EBITDA
| |
Three Months Ended | | |
Three Months Ended | |
Adjusted EBITDA (non-GAAP measurement): | |
September 30, 2015 | | |
September 30, 2014 | |
| |
(unaudited) | | |
(unaudited) | |
| |
| | |
| |
Net loss | |
$ | (24,779 | ) | |
$ | (955,523 | ) |
Interest income and other expenses | |
| 13,614 | | |
| (397 | ) |
Depreciation and amortization | |
| 101,459 | | |
| 74,106 | |
Stock-based compensation expense | |
| 41,807 | | |
| 39,042 | |
Adjusted EBITDA | |
$ | 132,101 | | |
$ | (842,772 | ) |
Basic and diluted Adjusted EBITDA per common share, non-GAAP | |
$ | 0.04 | | |
$ | (0.28 | ) |
| |
Nine Months Ended | | |
Nine Months Ended | |
Adjusted EBITDA (non-GAAP measurement): | |
September 30, 2015 | | |
September 30, 2014 | |
| |
(unaudited) | | |
(unaudited) | |
| |
| | |
| |
Net loss | |
$ | (1,124,443 | ) | |
$ | (2,333,427 | ) |
Interest income and other expenses | |
| 25,786 | | |
| (990 | ) |
Depreciation and amortization | |
| 304,451 | | |
| 236,135 | |
Stock-based compensation expense | |
| 118,056 | | |
| 103,660 | |
Adjusted EBITDA | |
$ | (676,150 | ) | |
$ | (1,994,622 | ) |
Basic and diluted Adjusted EBITDA per common share, non-GAAP | |
$ | (0.23 | ) | |
$ | (0.67 | ) |
Imaging Solutions for Clinical Trials |
500
Linden Oaks Ÿ Second
Floor Ÿ Rochester,
NY 14625 Ÿ P:585.249.6231
Ÿ
F:585.218.7350 Ÿ
info@virtualscopics.com Ÿ
|
Exhibit 99.2
Third Quarter 2015 Performance Review October 29, 2015
Forward - looking Statements The statements contained in this press release that are not purely historical are forward - looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. These forward - looking statements include, but are not limited to, statements regarding continued positive Adjusted EBITDA, the expected benefits of the Company’s investment in infrastructure, sales and marketing efforts, the continued increase in backlog, expectations for the startup of new projects and the performance of existing projects and/or statements preceded by, followed by or that include the words “believes”, “could”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “projec ts” , “seeks”, or similar expressions. Forward - looking statements deal with the company’s current plans, intentions, beliefs and expectations. Investors are cautioned that all forward - looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward - looking statements. Many of these risks and uncertainties are discussed in the company’s Annual Report on Form 10 - K for the fiscal year ended December 31, 2014 filed with the SEC, and in any subsequent reports filed with the SEC, all of which are available at the SEC’s website at www.sec.gov . These include without limitation: the risk of cancellation or delay of customer contracts or that contract awards do not turn into signed contracts. Other risks include the company’s dependence on its largest customers and risk of contract performance, protection of our intellectual property and the risks of infringement on the intellectual property rights of others. All forward - looking statements speak only as of the date of this press release and the company undertakes no obligation to update such forward - looking statements. 2
Third Quarter 2015 Financial Review 3
GAAP Reconciliation Net Income/Loss Adjusted EBITDA 4
September 30, 2015 Balance Sheet 5
CEO Comments • Challenges – Now Achievements − Revenue Growth Continues − Adjusted EBITDA Positive − Minimal Cash Burn − $2 Million Line of Credit With Silicon Valley Bank − Growing Phase III wins − More Market Awareness o Just left another live seminar in New Hope 6
CEO Comments • Challenges - Still Remaining − Critical Mass o Growing our backlog o Speaking to the industry to explore possibilities − Infrastructure Investment o Continued focus on operational efficiencies without compromising operational excellence − Share Price o We have a good story to tell 7
Thank You Questions and Answers
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