0001104659-18-059210.txt : 20180928 0001104659-18-059210.hdr.sgml : 20180928 20180928062015 ACCESSION NUMBER: 0001104659-18-059210 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180930 FILED AS OF DATE: 20180928 DATE AS OF CHANGE: 20180928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: iKang Healthcare Group, Inc. CENTRAL INDEX KEY: 0001524190 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36403 FILM NUMBER: 181092483 BUSINESS ADDRESS: STREET 1: B-6F, SHIMAO TOWER STREET 2: 92A JIANGUO ROAD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100022 BUSINESS PHONE: 86 10-5320-6688 MAIL ADDRESS: STREET 1: B-6F, SHIMAO TOWER STREET 2: 92A JIANGUO ROAD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100022 FORMER COMPANY: FORMER CONFORMED NAME: iKang Guobin Healthcare Group, Inc. DATE OF NAME CHANGE: 20131129 FORMER COMPANY: FORMER CONFORMED NAME: China iKang Healthcare, Inc. DATE OF NAME CHANGE: 20110624 6-K 1 a18-36099_16k.htm 6-K

 

 

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2018

 

Commission File Number: 001-36403

 

IKANG HEALTHCARE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

B-6F, Shimao Tower

92A Jianguo Road

Chaoyang District, Beijing 100022

People’s Republic of China
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 



 

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, thereunto duly authorized.

 

 

IKANG HEALTHCARE GROUP, INC.

 

 

 

 

By:

/s/ YANG CHEN

 

Name:

Yang Chen

 

Title:

Chief Financial Officer

 

Date: September 28, 2018

 

2



 

Exhibit Index

 

Exhibit 99.1 —  iKang Announces Unaudited Financial Results for the Fiscal First Quarter Ended June 30, 2018

 

3


EX-99.1 2 a18-36099_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

iKang Announces Unaudited Financial Results for the Fiscal First Quarter Ended June 30, 2018

 

BEIJING, SEPTEMBER 27, 2018 (GLOBE NEWSWIRE) — iKang Healthcare Group, Inc. (“iKang” or the “Company”) (Nasdaq: KANG), a major provider in China’s fast growing private preventive healthcare services market, today announced its unaudited financial results for the fiscal first quarter ended June 30, 2018.

 

Fiscal First Quarter Ended June 30, 2018 Financial Highlights

 

·                  Net revenues were US$150.2 million, an increase of 30.0% year-over-year (an increase of 20.8% on RMB basis) (1)

 

·                  Gross profit was US$60.1 million, an increase of 24.3% year-over-year (an increase of 15.6% on RMB basis) (1)

 

·                  Net income attributable to the Company was US$6.3 million, an increase of 75.0% year-over-year (an increase of 62.7% on RMB basis) (1)

 

·                  Non-GAAP net income attributable to the Company(2) was US$6.5 million, an increase of 65.4% year-over-year (an increase of 53.8% on RMB basis) (1)

 

·                  Basic and diluted income per ADS attributable to common shareholders were US$0.09 and US$0.09, respectively, as compared to US$0.05 and US$0.05, respectively, in the fiscal first quarter of 2017

 

·                  Non-GAAP basic and diluted income per ADS(3) attributable to common shareholders were US$0.09 and US$0.09, respectively, as compared to US$0.06 and US$0.06, respectively, in the fiscal first quarter of 2017

 


(1) RMB basis refers to the year on year comparison made on local currency — Chinese Renminbi basis.

(2) Non-GAAP net income attributable to the Company is defined as net income attributable to the Company excluding share-based compensation expenses. For more information on these non-GAAP financial measures, please see the section captioned under “Non-GAAP Financial Measures” and the tables captioned “Reconciliation of GAAP and Non-GAAP Results” set forth at the end of this release.

(3) Non-GAAP basic and diluted earnings per ADS is defined as non-GAAP net income divided by the weighted average number of basic and diluted ADS.

 

“Our Fiscal first quarter was a strong start for fiscal year 2018, and we are pleased with our results, which continue to be driven by broad-based strength across our expanding and diverse service portfolio and across our nationwide network,” commented Mr. Lee Ligang Zhang, Chairman and Chief Executive Officer of iKang.

 

“We finished the quarter with total net revenue of US$150.2 million and Non-GAAP net income of US$6.5 million, representing a year-over-year growth of 30.0% and 65.4% respectively (by 20.8% and 53.8% on RMB basis). Our customer base has continued to expand with 19.1% increase in customer visits.”

 

“The results of our performance for this quarter reflected the strong market demand as well as the success we have with our broad and increasingly integrated services portfolio.” said Mr. Zhang. “As we continue to focus on taking care of our customers and executing our iKangCare+ and iKangPartners+ plans, we have the opportunity to establish iKang as a truly differentiated leader in the private preventive healthcare industry as well as provide new levers for business growth.”

 

“We believe that iKang is well positioned to execute against the opportunity in the private preventive healthcare market. We believe the demand remains strong across our services and are confident in our long-term strategy to drive organic growth and leverage our scale, innovation and capital to deliver long-term value for customers and shareholders.”

 

1



 

FISCAL FIRST QUARTER ENDED JUNE 30, 2018 UNAUDITED FINANCIAL RESULTS

 

Net Revenues (1)

 

Net revenues for the fiscal first quarter were US$150.2 million, representing a 30.0% increase from US$115.6 million in the same period of the last fiscal year. On a RMB basis, the revenue growth was 20.8% compared to the fiscal first quarter of 2017. As of June 30, 2018, the number of self-owned medical centers totaled 113 compared to 104 as of June 30, 2017. In this quarter, the Company served approximately a total of 1.68 million customer visits under both corporate and individual programs, representing an increase of 19.1% compared to the fiscal first quarter of 2017.

 

The table below sets forth a breakdown of net revenues:

 

(US$ million)

 

Fiscal First Quarter Ended
June 30, 2018

 

Fiscal First Quarter Ended
June 30, 2017

 

YoY % Change

 

Medical Examinations

 

118.8

 

95.0

 

25.1

%

Disease Screening

 

17.2

 

9.7

 

78.3

%

Dental Services

 

5.3

 

2.9

 

83.5

%

Other Services

 

8.9

 

8.0

 

10.1

%

Total

 

150.2

 

115.6

 

30.0

%

 

Medical Examinations: Net revenues for the quarter were US$118.8 million, representing a 25.1% increase from US$95.0 million in the same period of the last fiscal year.

 

Disease Screening: Net revenues for the quarter were US$17.2 million, representing a 78.3% increase from US$9.7 million in the same period of the last fiscal year. Disease screening services refer to the additional services requested by individuals under the basic corporate medical examination programs as a result of individual needs.

 

Dental Services: Net revenues for the quarter were US$5.3 million, representing an 83.5% increase from US$2.9 million in the same period of the last fiscal year.

 

Other Services: Net revenues for the quarter were US$8.9 million, representing a 10.1% increase from US$8.0 million in the same period of the last fiscal year.

 


(1)         iKang adopted ASC 606 by using modified retrospective method since April 1, 2018. The impact of applying this ASC is insignificant.

 

Cost of Revenues

 

Cost of revenues for the quarter was US$90.1 million, representing a 34.0% increase from US$67.2 million in the same period of the last fiscal year.

 

Gross Profit and Gross Margin

 

Gross profit for the quarter was US$60.1 million, representing a 24.3% increase from US$48.4 million in the same period of the last fiscal year. Gross margin for the quarter was 40.0%, as compared to 41.8% in the first quarter of the last fiscal year.

 

Operating Expenses

 

Total operating expenses for the quarter was US$46.1 million, representing a 17.0% increase from US$39.5 million in the same period of the last fiscal year.

 

Selling and marketing expenses

 

Selling and marketing expenses for the quarter were US$24.3 million, accounting for 16.2% of total net revenues as compared to 16.7% in the same period of the last fiscal year.

 

2



 

General and administrative expenses

 

General and administrative expenses for the quarter were US$21.0 million, accounting for 14.0% of total net revenues as compared to 16.9% in the same period of the last fiscal year.  Excluding share-based compensation expenses of US$292,000 for this quarter and US$384,000 for the same quarter last year, the general and administrative expenses for the quarter was US$20.7 million, accounting for 13.8% of total net revenue as compared to 16.5% in the same period of the last fiscal year.

 

Research and development expenses

 

Research and development expenses for the quarter were US$0.8 million, accounting for 0.5% of total net revenues as compared to 0.6% in the same period of the last fiscal year.

 

Income from Operations

 

Income from operations for the quarter was US$14.0 million, representing a 56.8% increase from US$8.9 million in the same period of the last fiscal year. Excluding share-based compensation expenses of US$292,000 for this quarter and US$384,000 for the same quarter last year, non-GAAP income from operations for the quarter was US$14.3 million as compared to US$9.3 million, which reflected an increase of 53.4%.

 

Non-GAAP EBITDA

 

Non-GAAP EBITDA for the quarter was US$25.6 million, representing a 31.2% increase from US$19.5 million in the same period of the last fiscal year.

 

Net Income

 

Net income attributable to the Company for the quarter was US$6.3 million, representing an increase of 75.0% from US$3.6 million in the same period of the last fiscal year.

 

Non-GAAP net income attributable to the Company for the quarter was US$6.5 million, representing an increase of 65.4% from US$4.0 million in the same period of the last fiscal year.

 

Basic and Diluted Earnings per ADS

 

Basic and diluted loss per ADS attributable to common shareholders were US$0.09 and US$0.09, respectively, as compared to US$0.05 and US$0.05, respectively, in the same quarter of 2017.

 

Non-GAAP basic and diluted loss per ADS attributable to common shareholders were US$0.09 and US$0.09, respectively, as compared to US$0.06 and US$0.06, respectively, in the same quarter of 2017.

 

Cash and Cash Equivalents

 

As of June 30, 2018, the Company’s cash and cash equivalents, restricted cash and term deposit totaled US$46.4 million, as compared to US$62.9 million as of March 31, 2018.

 

3



 

STATEMENT REGARDING UNAUDITED FINANCIAL INFORMATION

 

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.

 

NON-GAAP FINANCIAL MEASURES

 

To supplement our consolidated financial statements which are presented in accordance with U.S. GAAP, we also use non-GAAP operating income, non-GAAP net income and non-GAAP EBITDA as additional non-GAAP financial measures. We present these non-GAAP financial measures because they are used by our management to evaluate our operating performance. We also believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies.

 

Reconciliation of non-GAAP operating income, non-GAAP net income and non-GAAP EBITDA to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP is set forth at the end of this release.

 

4



 

About iKang Healthcare Group, Inc.

 

iKang Healthcare Group, Inc. is one of the largest providers in China’s fast-growing private preventive healthcare space through its nationwide healthcare services network.

 

iKang’s nationwide integrated network of multi-brand self-owned medical centers and third-party facilities, provides comprehensive and high-quality preventive healthcare solutions across China, including medical examination, disease screening, outpatient service and other value-added services. iKang’s customer base primarily comprises corporate clients, who contract with iKang to deliver medical examination services to their employees and clients, and receive these services at pre-agreed rates. iKang also directly markets its services to individual customers. In the fiscal first quarter ended June 30, 2018, iKang served a total of 1.68 million customer visits under both corporate and individual programs.

 

As of September 27, 2018, iKang has a nationwide network of 115 self-owned operating medical centers, covering 33 of China’s most affluent cities: Beijing, Shanghai, Guangzhou, Shenzhen, Chongqing, Tianjin, Nanjing, Suzhou, Hangzhou, Chengdu, Fuzhou, Jiangyin, Changzhou, Wuhan, Changsha, Yantai, Yinchuan, Weihai, Weifang, Shenyang, Xi’an, Wuhu, Guiyang, Ningbo, Foshan, Jinan, Bijie, Qingdao, Wuxi, Kaili, Mianyang and Zhenjiang, as well as Hong Kong. iKang has also extended its coverage to over 200 cities by contracting with over 400 third-party facilities, which include select independent medical examination centers and hospitals across all of China’s provinces, creating a nationwide network that allows iKang to serve its customers in markets where it does not operate its own medical centers.

 

Forward-looking Statements

 

This press release contains forward-looking statements. These statements, including management quotes and business outlook, are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “intend,” “potential,” “plan,” “goal” and similar statements. iKang may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These forward-looking statements include, but are not limited to, statements about: the Company’s goals and strategies; its future business development, financial condition and results of operations; its ability to retain and grow its customer base and network of medical centers; the growth of, and trends in, the markets for its services in China; the demand for and market acceptance of its brand and services; competition in its industry in China; relevant government policies and regulations relating to the corporate structure, business and industry; fluctuations in general economic and business conditions in China. Further information regarding these and other risks is included in iKang’s filing with the Securities and Exchange Commission. iKang undertakes no duty to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

 

IR Contact:

 

iKang Healthcare Group, Inc.

Christy Xie

Director of Investor Relations

Tel: +86 10 5320 8599

Email: ir@ikang.com

Website: www.ikanggroup.com

 

FleishmanHillard

Email: ikang@fleishman.com

 

5



 

IKANG HEALTHCARE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of US dollars, except share data and per share data)

(Unaudited)

 

 

 

As of

 

As of

 

 

 

March 31,

 

June 30,

 

 

 

2018

 

2018

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

62,901

 

$

46,388

 

Accounts receivable, net of allowance for doubtful accounts of $23,142 and $24,526 as of March 31, 2018 and June 30, 2018, respectively

 

149,259

 

168,612

 

Inventories

 

9,261

 

8,476

 

Amount due from related parties

 

7,019

 

7,247

 

Prepaid expenses and other current assets

 

66,939

 

78,180

 

 

 

 

 

 

 

Total current assets

 

$

295,379

 

$

308,903

 

 

 

 

 

 

 

Property and equipment, net

 

$

173,283

 

$

165,791

 

Acquired intangible assets, net

 

21,993

 

19,398

 

Goodwill

 

117,995

 

112,461

 

Long-term investments

 

196,816

 

187,589

 

Deferred tax assets-non-current

 

39,380

 

43,770

 

Rental deposit and other non-current assets

 

20,309

 

20,174

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

865,155

 

$

858,086

 

 

 

 

 

 

 

LIABILITIES, MEZZANINE AND EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable (including accounts payable of the consolidated VIEs without recourse to iKang Healthcare Group, Inc. of $43,840 and $ 44,626 as of March 31, 2018 and June 30, 2018, respectively)

 

$

52,800

 

$

53,933

 

Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs without recourse to iKang Healthcare Group, Inc. of $60,281 and $59,169 as of March 31, 2018 and June 30, 2018, respectively)

 

76,586

 

77,733

 

Income tax payable (including income tax payable of the consolidated VIEs without recourse to iKang Healthcare Group, Inc. of $13,523 and $13,335 as of March 31, 2018 and June 30, 2018, respectively)

 

15,579

 

15,362

 

Deferred revenues (including deferred revenues of the consolidated VIEs without recourse to iKang Healthcare Group, Inc. of $87,388 and $82,790 as of March 31, 2018 and June 30, 2018, respectively)

 

95,422

 

92,153

 

Amounts due to related parties (including amounts due to related parties of the consolidated VIEs and VIEs’ subsidiaries without recourse to iKang Healthcare Group, Inc. of nil and $3,480 and $4,713 as of March 31, 2018 and June 30, 2018, respectively)

 

3,692

 

4,916

 

Short term borrowings (including short term borrowings of the consolidated VIEs without recourse to iKang Healthcare Group, Inc. of $196,450 and $191,972 as of March 31, 2018 and June 30, 2018, respectively)

 

196,450

 

191,972

 

 

 

 

 

 

 

Total current liabilities

 

$

440,529

 

$

436,069

 

 

6



 

IKANG HEALTHCARE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - continued

(In thousands of US dollars, except share data and per share data)

(Unaudited)

 

 

 

As of

 

As of

 

 

 

March 31,

 

June 31,

 

 

 

2018

 

2018

 

Long-term borrowings (including long term borrowings of the consolidated VIEs and VIEs’ subsidiaries without recourse to iKang Healthcare Group, Inc. of $38,884 and $30,225 as of March 31, 2018 and June 30, 2018, respectively)

 

38,884

 

30,225

 

Deferred tax liabilities-non-current (including deferred tax liabilities non-current of the consolidated VIEs without recourse to iKang Healthcare Group, Inc. of $4,944 and $4,263 as of March 31, 2018 and June 30, 2018, respectively)

 

5,917

 

5,194

 

Deferred revenues-non-current

 

 

93

 

Long term payables

 

 

5,419

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

$

485,330

 

$

477,000

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Total iKang Healthcare Group, Inc. shareholders’ equity

 

355,707

 

358,451

 

Non-controlling interests

 

24,118

 

22,635

 

 

 

 

 

 

 

TOTAL EQUITY

 

$

379,825

 

$

381,086

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

865,155

 

$

858,086

 

 

7



 

IKANG HEALTHCARE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of US dollars, except share data and per share data)

(Unaudited)

 

 

 

Three-month periods

 

 

 

ended June 30

 

 

 

2017

 

2018

 

 

 

 

 

 

 

Net revenues

 

$

115,599

 

$

150,237

 

Cost of revenues

 

67,236

 

90,126

 

 

 

 

 

 

 

Gross profit

 

$

48,363

 

$

60,111

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Selling and marketing expenses

 

$

19,259

 

$

24,323

 

General and administrative expenses

 

19,489

 

21,039

 

Research and development expenses

 

706

 

782

 

 

 

 

 

 

 

Total operating expenses

 

$

39,454

 

$

46,144

 

 

 

 

 

 

 

Income from operations

 

$

8,909

 

$

13,967

 

Interest expense

 

3,089

 

4,760

 

Interest income

 

145

 

83

 

 

 

 

 

 

 

Income before income tax expenses and loss from equity method investments

 

$

5,965

 

$

9,290

 

Income tax expenses

 

1,550

 

2,333

 

Loss from equity method investments

 

(870

)

(640

)

 

 

 

 

 

 

Net income

 

$

3,545

 

$

6,317

 

Less: Net income attributable to non-controlling interest

 

(31

)

60

 

 

 

 

 

 

 

Net income attributable to iKang Healthcare Group, Inc.

 

$

3,576

 

$

6,257

 

 

 

 

 

 

 

Net income attributable to common shareholders of iKang Healthcare Group, Inc.

 

$

3,576

 

$

6,257

 

 

 

 

 

 

 

Net income per share attributable to common shareholders of iKang Healthcare Group, Inc.

 

 

 

 

 

Basic

 

$

0.10

 

$

0.18

 

Diluted

 

$

0.10

 

$

0.18

 

 

 

 

 

 

 

Net income per ADS (one common share equals to two ADSs)

 

 

 

 

 

Basic

 

$

0.05

 

$

0.09

 

Diluted

 

$

0.05

 

$

0.09

 

 

 

 

 

 

 

Weighted average shares used in calculating net income per common share

 

 

 

 

 

Basic

 

34,230,899

 

34,502,979

 

Diluted

 

34,669,869

 

35,453,864

 

 

8



 

IKANG HEALTHCARE GROUP, INC.

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(In thousands of US dollars, except share data and per share data)

(Unaudited)

 

 

 

Three-month periods

 

 

 

ended June 30

 

 

 

2017

 

2018

 

 

 

 

 

 

 

Income from operations

 

$

8,909

 

$

13,967

 

Add:

 

 

 

 

 

Share-based compensation expenses

 

384

 

292

 

 

 

 

 

 

 

Non-GAAP operating income

 

$

9,293

 

$

14,259

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to iKang Healthcare Group, Inc.

 

$

3,576

 

$

6,257

 

Add:

 

 

 

 

 

Share-based compensation expenses

 

384

 

292

 

 

 

 

 

 

 

Non-GAAP net income

 

$

3,960

 

$

6,549

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

$

8,909

 

$

13,967

 

Add:

 

 

 

 

 

Depreciation and amortization

 

10,208

 

11,325

 

Share-based compensation expenses

 

384

 

292

 

 

 

 

 

 

 

Non-GAAP EBITDA

 

$

19,501

 

$

25,584

 

 

 

 

 

 

 

Non-GAAP net income attributable to common shareholders of iKang Healthcare Group, Inc.

 

$

3,960

 

$

6,549

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income per share attributable to common shareholders of iKang Healthcare Group, Inc.

 

 

 

 

 

 

Basic

 

$

0.12

 

$

0.19

 

Diluted

 

$

0.11

 

$

0.18

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income per ADS (one common share equals to two ADSs)

 

 

 

 

 

Basic

 

$

0.06

 

$

0.09

 

Diluted

 

$

0.06

 

$

0.09

 

 

9


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