0001144204-12-031142.txt : 20120522 0001144204-12-031142.hdr.sgml : 20120522 20120522062156 ACCESSION NUMBER: 0001144204-12-031142 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120522 FILED AS OF DATE: 20120522 DATE AS OF CHANGE: 20120522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Sunergy Co., Ltd. CENTRAL INDEX KEY: 0001396247 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33433 FILM NUMBER: 12860419 BUSINESS ADDRESS: STREET 1: NO.123 FOCHENG WEST ROAD CITY: NANJING STATE: F4 ZIP: 211100 BUSINESS PHONE: (8625)5276 6890 MAIL ADDRESS: STREET 1: NO.123 FOCHENG WEST ROAD CITY: NANJING STATE: F4 ZIP: 211100 6-K 1 v314187_6k.htm FORM 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 May 2012

 

 

 

Commission File Number: 001-33433

 

 

 

CHINA SUNERGY CO., LTD.

 

No. 123 Focheng West Road

Jiangning Economic & Technical Development Zone

Nanjing, Jiangsu 211100, People’s Republic of China

(86 25) 5276 6666

(Address of principal executive offices)

 

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

 

Form 20-F x Form 40-F ¨

 

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):________________

 

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):________________

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ¨ No x

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

82- ____N/A____

 

 
 

 

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.

 

 

  China Sunergy Co., Ltd.
   
  By:  /s/ Stephen Zhifang Cai
   

Name: Stephen Zhifang Cai

Title: Chief Executive Officer

Date: May 22, 2012

 

2
 

 

EXHIBIT INDEX

  Page
   

Exhibit 99.1 –Press Release

 

4

 

 

3

EX-99.1 2 v314187_ex99-1.htm EXHIBIT 99.1

  

Exhibit 99.1

 

China Sunergy Announces First Quarter 2012 Financial Results

Shipments within Expectation; Conversion Costs Down

 

 

NANJING, China, May 22, 2012 - China Sunergy Co., Ltd. (NASDAQ: CSUN) (“China Sunergy” or “the Company”), a specialized solar cell and module manufacturer and solar developer, today announced its financial results for the first quarter ended March 31, 2012. The quarterly results reflected a net loss, as expected, shipments at high end of guidance, and progress in reducing cell and module conversion costs. Results reflected strong demand in Germany, Australia and Bulgaria, and an overall increase in demand from emerging markets.

 

First Quarter 2012 Financial Highlights

 

·Total revenue was US$68.5 million, a decrease of 38.2% compared with the fourth quarter of 2011.

 

·Shipments totaled 79.9MW (75.2MW of which were module shipments) in the first quarter of 2012, representing a 31.6% decrease over the fourth quarter of 2011. This was at the high end of the Companys shipment guidance of between 70MW and 80MW.

 

·Average selling price (ASP) per watt for the Companys solar modules was US$0.86, two cents (2.4%) higher than predicted but down 8.5% since the fourth quarter of 2011.

 

·Conversion costs of cells and modules realized substantial decreases in the first quarter of 2012 to US$0.19 per watt (down 4 cents, or 17.4%) and US$0.25 per watt (down 2 cents, or 7.4%) compared to the fourth quarter of 2011, respectively.

 

·Gross profit was US$0.7 million, and gross margin was 1.1%, which was consistent with the Company’s guidance.

 

·Net loss was US$9.6 million and the net margin was negative 14.0%, both significantly better than the previous quarter.

 

·Net loss per ADS was US$0.71 on both a basic and a diluted basis, compared to a net loss per ADS of US$3.71 on both a basic and a diluted basis in the fourth quarter of 2011.

 

·Operating cash inflow in the first quarter was US$85.0 million, three times more than that of the fourth quarter of 2011.

 

·Cash Position: As of March 31, 2012, the Company had cash and cash equivalents of US$233.2 million, an increase of 11.3% from December 31, 2011.

Operational, Technological and Business Highlights in First Quarter

 

·CFO appointment: In January 2012, China Sunergy formally appointed Mr. Yongfei Chen, previously the acting Chief Financial Officer of the Company, as the Chief Financial Officer.
·Further market expansion in Central and Western Europe: China Sunergy announced execution of a 50MW sales contract for solar modules with Bull PowerTech GmbH, and supplied 23MW of solar modules to SUNfarming Group, a solar distributor and project developer focusing on Central Europe, including Austria and Germany. The Company has begun assembling solar modules in France through OEM cooperation with KDG Energy, a French manufacturer of high quality solar modules. The first order thereof was delivered to Akuo Energy Group, a leading developer, investor and operator of renewable energy plants across the world.
 
 
   
·India Solar Summit: China Sunergy sponsored, and CEO Stephen Cai spoke at, the India Solar Energy Summit on February 23-24, 2012 in New Delhi, India. This event offered a good chance to strengthen our relationships with industry leaders and the Indian government, and to demonstrate China Sunergy’s commitment to helping India become a world leader in the solar energy industry.
·Warranty insurance: In March 2012, the Company adopted the PowerClip extended warranty insurance solution for its solar module products from PowerGuard Specialty Insurance Services. Since then, China Sunergy has offered its customers back-to-back coverage for 10-year warranties for defects in materials and workmanship, and a 25 year minimum power output warranty on substantially all of its solar module products sold worldwide.
·Strategic Collaboration with DuPont China: In March 2012, the Company, together with China Electric Equipment Group, signed a letter of intent with DuPont China Holdings for strategic collaboration relating to photovoltaic (solar) technologies and materials, power transformers, insulation and aircraft composite materials over a three-year period.
·Arbitration and Subsequent Dismissal of Legal Complaint: As previously reported, on December 12, 2011, SolarMax Technology, Inc., a California corporation, filed a complaint in the Superior Court of the State of California County of Los Angeles against the Company. China Sunergy (US) Clean Tech Inc. was served with a summons and complaint in January 2012. In February 2012, the Company filed a motion to compel arbitration through the China International Economic and Trade Arbitration Commission as required by the contract terms. On March 28, 2012, the parties entered into an agreement whereby the plaintiff would voluntarily dismiss the complaint without prejudice in exchange for a mutual waiver of attorney fees and costs. On April 4, 2012 the request for dismissal was entered and the case has been dismissed. The Company did not incur any settlement expenses.

 

Mr. Stephen Cai, CEO of China Sunergy, commented: “China Sunergy’s first quarter results were just as expected, and our gross margins are beginning to recover. New markets are emerging, and we are positioning the Company for a gradual shift in demand from West to East. Despite the fact that oversupply is still a significant problem, global demand is still expected to rise this year. In 2012 we will aim to improve the bottom line by optimizing supply chain costs, reducing expenses, and pursuing further technological innovation, and we will expand our investment in downstream projects. We will strive to maintain our position in Western and Eastern Europe and expand our market share in high-potential markets including China, the U.S., Australia, India, Japan and Indonesia.”

 

First Quarter 2012 Financial Review

 

Total Revenue and Shipments

 

For the first quarter of 2012, revenue was US$68.5 million, a 38.2% decrease over the fourth quarter of 2011. The quarterly decrease in revenue was due to both falling ASPs and decreased shipments. During the first quarter of 2012, sales from modules amounted to US$64.7 million and accounted for 94.5% of total revenue.

 

Shipments for the first quarter 2012 were 79.9MW, including 75.2MW of solar modules, which was in line with the Company’s most recent guidance.

 

The European market continued to make up the greatest proportion of revenue. Italy, Australia, Bulgaria and Germany accounted for 22%, 18%, 14% and 12% of sales, respectively.

 

Gross Profit / Loss and Gross Margin

 

Gross profit for the first quarter was US$0.7 million, up US$0.5 million over the fourth quarter of 2011. Gross margin was 1.1% for the first quarter of 2012, which was in line with what the Company previously guided.

 

ASP

 

Module ASP for the first quarter was US$0.86 per watt, which was better than our previous forecast. Compared to the module ASP level of US$0.94 per watt for the fourth quarter of 2011, the lower ASP was mainly due to the imbalance of supply and demand throughout the solar value chain and reflects the fast dropping prices of raw materials including polysilicon and wafers.

 

2
 

 

Costs

 

In the first quarter of 2012, blended wafer costs were US$0.31 per watt, representing a sequential decrease of 18.4% over the fourth quarter of 2011. The prices of polysilicon and wafers are expected to continue to decline in 2012. Conversion costs of cells and modules manufactured realized substantial decreases in the first quarter of 2012 to US$0.19 and US$0.25 per watt, respectively.

 

Operating Expense, Operating Profit/Loss and Net Income/Loss

 

SG&A expenses in the first quarter of 2012 were US$16.4 million, compared to US$22.1 million in the fourth quarter of 2011 (which excluded US$14.8 million of goodwill impairment). SG&A expenses in the first quarter of 2012 included US$5.9 million of bad debt provision accrued mainly as a result of specific provisions made for certain customers.

 

Operating expenses decreased by 51.9% from the fourth quarter 2011 to US$18.8 million in the first quarter of 2012. This decrease was primarily due to the lowered bad debt provisions and no goodwill impairment.

 

Losses from operations were US$18.0 million, and the net loss was US$9.6 million for the first quarter of 2012. Main factors accounting for the gap in losses from operating and net losses included an $8.2 million gain from the repurchase of convertible bonds issued by the Company, a $2.7 million exchange rate gain, a $3.0 million gain in income tax and $6.4 million in interest expense.

 

Inventory

 

Inventories at the end of the first quarter of 2012 reached US$55.0 million, an increase of 25.0% over the fourth quarter of 2011. Most of the inventory at the end of the first quarter of 2012 was subsequently shipped in April 2012. The Company will strive to maintain inventory at a reasonable level through 2012 by planning production strictly according to orders placed and by streamlining production capacity.

 

Cash and Cash Flow

 

As of March 31, 2012, the Company had cash and cash equivalents of US$233.2 million. Compared to the fourth quarter of 2011, net operating cash inflow increased by about 3 times to US$85.0 million for the first quarter of 2012. The increase was largely due to efficient working capital management, including collections which reduced accounts receivable and other receivable balances, and an increase in account payables.

 

Capital Expenditures

 

Capital expenditures were US$10.0 million for the first quarter of 2012 and were primarily for the purchase of new cell and module lines and the investment in a new R&D center.

 

 

Additional Company Updates Subsequent to Q1 2012

 

·Signed another contract with SUNfarming Group: China Sunergy signed a new solar module supply agreement of 31 MW with SUNfarming Group after the previous cooperation in October 2011. The 31 MW of solar modules thereunder will be used in rooftop and ground-mounted solar projects in Germany.
·The 5MW solar modules delivery to Bulgaria in May: China Sunergy completed delivery of 5MW in solar modules to Bulgaria for the Yerussalimovo Solar Park in May. Since the beginning of 2012, China Sunergy has shipped a total of 22.32 MW to Bulgaria, on top of 18 MW sold last year, which accounted for above 30% of the Bulgarian market in 2011.

 

3
 

 

Second Quarter Guidance

 

The Company believes that weak market demand and industry oversupply will continue to adversely affect its business during the first half of 2012, and that challenging conditions in the global solar market are expected to persist in 2012.

 

The Company estimates, to the best of its knowledge at this time, that second quarter shipments will be in the range of 145MW to 155MW. The Company expects its gross margin to be at the mid-single-digit level of around 5% and forecasts a net loss in the second quarter of 2012. For the full year 2012, the Company reiterates the estimate that its total shipments are expected to be approximately 500MW to 550MW.

 

Conference Call

 

China Sunergy’s management will host an earnings conference call on Tuesday, May 22, 2012 at 8:00 a.m. Eastern Time (Tuesday, May 22, 2012 at 8:00 p.m. Beijing/Hong Kong time). The management team will be on the call to discuss financial highlights of the first quarter 2012, provide business outlook and answer questions.

 

To access the conference call, please dial:

 

United States toll-free: +1 866 519 4004
International: +65 6723 9381
Singapore:  6723 9381
China:  800 819 0121 (Domestic) /400 620 8038 (Domestic Mobile)
Hong Kong: +852 24750994

 

Please ask to be connected to Q1 2012 China Sunergy Co., Ltd. Earnings Conference Call and provide the following passcode: 79384646.

 

China Sunergy will also broadcast a live audio webcast of the conference call. The broadcast will be available for 7 days by visiting the “Investor Relations” section of the Company’s web site at http://www.chinasunergy.com

 

Following the earnings conference call, an archive of the call will be available by dialing:

 

United States toll-free:  +1 866 214 5335
International: +61 2 8235 5000

 

 

The passcode for replay participants is: 79384646. The telephone replay also will be archived on the “Investor Relations” section of the Company’s website for seven days following the earnings announcement.

 

 

About China Sunergy Co., Ltd.

 

China Sunergy Co., Ltd. is a specialized solar cell and module manufacturer and solar developer in China. China Sunergy manufactures solar cells from silicon wafers, which utilizes crystalline silicon solar cell technology to convert sunlight directly into electricity through a process known as the photovoltaic effect, and assembles solar cells into solar modules. China Sunergy sells these solar products to Chinese and overseas module manufacturers, system integrators, and solar power systems for use in various markets. For more information, please visit our website at http://www.chinasunergy.com.

 

4
 

 

Investor and Media Contacts:

 

China Sunergy Co., Ltd.

 

Elaine Li

Phone: + 86 25 5276 6696

Email: Elaine.li@chinasunergy.com

 

 

 

 

Brunswick Group

 

Hong Kong

Ginny Wilmerding

Phone: + 852 3512 5000

Email: csun@brunswickgroup.com

Hong Kong

Annie Choi

Phone: + 852 3512 5000

Email: csun@brunswickgroup.com

 

 

Safe Harbor Statement

 

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts in this announcement are forward-looking statements. These forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company and the industry, and involve known and unknown risks and uncertainties, including but not limited to, the Companys ability to raise additional capital to finance the Companys activities; the effectiveness, profitability, and the marketability of its products; litigations and other legal proceedings, including any decisions by the ITC and DOC on the petitions filed; the economic slowdown in China and elsewhere and its impact on the Company's operations; demand for and selling prices of the Companys products; execution of our strategy to expand into downstream solar power businesses; the future trading of the common stock of the Company; the ability of the Company to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; the Companys ability to protect its proprietary information; general economic and business conditions; the volatility of the Companys operating results and financial condition; the Company's ability to attract or retain qualified senior management personnel and research and development staff; future shortage or availability of the supply of raw materials; impact on cost-competitiveness as a result of entering into long-term arrangements with raw material suppliers and other risks detailed in the Companys filings with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.

 

The following financial information is extracted from the Company’s condensed consolidated financial statements for the respective periods.

 

5
 

 

China Sunergy Co., Ltd.

Unaudited Condensed Consolidated Income Statement Information

(In US$ ’000, except share and per share data)

 

   For the 3 months ended 
   Mar 31, 2012   Dec 31, 2011   Mar 31, 2011 
             
Sales to third parties   67,663    109,770    159,231 
Sales to related parties   804    1,050    6,424 
Total sales   68,467    110,820    165,655 
Cost of goods sold   (67,739)   (110,581)   (147,886)
Gross profit   728    239    17,769 
Operating expenses:               
Selling expenses   (4,339)   (5,756)   (3,427)
General and administrative expenses   (12,067)   (16,302)   (5,099)
Research and development expenses   (2,369)   (2,245)   (1,264)
Goodwill impairment loss   -    (14,807)   - 
Total operating expenses   (18,775)   (39,110)   (9,790)
Income(loss) from operations   (18,047)   (38,871)   7,979 
Interest expense   (6,384)   (9,494)   (3,220)
Interest income   631    334    528 
Other income/(expenses), net   11,262    (7,209)   4,670 
Changes in fair value of derivatives   -    370    (5,713)
Income(loss) before income tax   (12,538)   (54,870)   4,244 
Income tax benefit(expense)   2,985    5,274    (743)
                
Net income(loss)   (9,553)   (49,596)   3,501 
                
Net income(loss) per ADS               
Basic  ($0.71)  ($3.71)  $0.27 
Diluted  ($0.71)  ($3.71)  $0.27 
                
Weighted average ADS outstanding               
Basic   13,372,292    13,372,292    13,372,292 
Diluted   13,372,292    13,372,292    13,372,587 

 

6
 

China Sunergy Co., Ltd

Unaudited Condensed Consolidated Balance Sheet Information

(In US$ 000, except share and per share data)

 

   Mar 31, 2012   Dec 31, 2011 
Assets          
Current Assets          
Cash and cash equivalents   233,218    209,479 
Restricted cash   129,465    84,435 
Accounts receivable, net   125,531    152,286 
Other receivable, net   20,818    46,646 
Project assets   14,894    9,204 
Income tax receivable   2,602    2,604 
Inventories, net   55,043    43,978 
   Advance to suppliers, net   5,363    5,419 
   Amount due from related parties   7,875    634 
   Current deferred tax assets   9,161    6,416 
   Other current assets   -    249 
Total current assets   603,970    561,350 
Property, plant and equipment, net   180,510    164,535 
Prepaid land use rights   29,033    23,360 
Deferred tax assets   17,598    17,598 
Intangible assets   4,124    4,839 
Restricted cash-collateral account   2,481    1,654 
Amount due from related parties-non current   17,875    29,622 
Other long-term assets   4,232    6,951 
Total assets   859,823    809,909 
           
Liabilities and equity          
Current liabilities          
Short-term bank borrowings   319,246    322,216 
Accounts payable   62,650    47,720 
Notes payable   77,582    56,206 
Accrued expenses and other current liabilities   18,373    14,037 
Amount due to related parties   89,737    57,610 
Current defered tax libility   545    786 
Total current liabilities   568,133    498,575 
Collateral account payable   2,481    1,654 
Convertible bond payable   10,000    27,500 
Long-term debt   131,061    125,439 
Accrued warranty costs   15,317    14,763 
Other liabilities   2,635    2,891 
Total liabilities   729,627    670,822 
           
Equity:          
Ordinary shares: US$0.0001 par value; 267,287,253 shares issued outstanding as of March 31, 2012 and December 31, 2011.   27    27 
Additional paid-in capital   185,367    185,367 
Accumulated profit(deficit)   (90,559)   (81,006)
Accumulated other comprehensive income   35,361    34,699 
Total equity   130,196    139,087 
Total liabilities and equity   859,823    809,909 

 

 

7

 

 

GRAPHIC 3 image_002.jpg GRAPHIC begin 644 image_002.jpg M_]C_X``02D9)1@`!`0$`>`!X``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#WVF--$C;6 MD16]"P!I]>2>(D8>([Y+@D,925<]@>GX8KEQ>)^KQ4K7,ZD^17/6ZY#Q-JDT MMU_9]NY2)<"4J<%CZ?2N6TS6=5T><".9FBZF*0[D8>W^(K9VFYN?/88,C[R/ M3->1CLS4Z/+#1O<[N*QM3U?5=8F82SLL77RD.U%'O\`_7IX+,U&CRSU:V]!9A*,)J45 MN>JK+&[%5D1B.P8&GUY-X95CXEL4MR3B3+-Z@#G\*]9KUL+B/;P7YF M/X=!6?\`\)7XD?YA*^/]FW&/Y5PRS&BG979@Z\#U&BN1\(:UJFJSW7VZ96AA M0=8PI!/_`-8&J.K^/91.\.EQ((U./.D&2WT'I6CQE)4U4>B97MH\O,SO**\S M'B'Q8R><%G*'G(M>/Y5UGA/4]1U6QFGOPGRR;$PFTG`YS12QD*LN5)A&JI.R M.@HKSK5?&6K6^JW<-O+$(8Y61`8P>!QUKN]-EFFTRUEN"#,\2LY`QR1FKI8F M%63C'H.-12;2+5%;7_C75XM0N8X)8A$DK*@,0/`/%=)X2\12: MS#-#=LOVJ,[OE&`RGV]JBGC:52?(MQ1K1D^5'2T5S/C#7;O1HK46;HLDK-NW M+NX&/\:R]+UOQ'J=JT\4D14.4XA'H#_6JEBH1J>SLVQNJE+E.VFGBMXS)-(D M:#NQP*XCQ5%I^KRQW%G-FZ3Y6^4A77Z^HJOK7V_^TF_M+S/O'RL?[F"W4GRC*G:B_7WKMHIHIXQ)%(LB'HRG(KSVX\KG[_P"E3^'3 M>?VNGV+?Y6?WV?N[??W]*]C+\QDN6DXZ>1K+`0C3;@[6[G?5YCXWU"2ZUUK; MVXC)->G5YEXUTN:TUF2\V$V]QA@X'`;&"#7IYES>QT[ZGD8B_)H; MO@O0;1=-CU*>)99Y22F\9"*#C@>OO78#@8'`KSOPSXOBTRS%C?1N8D)\N1!D M@'L170MXXT-5R)I6/H(CFC"UZ$:22:7<*(;<>'3K(B?ROX48@,WS8%9Q\9>'[VWV M72O@CF.6'=_C48N%*KRWG9[H551E;6Q0L/B$/E34+,CUD@.?_'3_`(UU]K?6 MUY9"\MI%>$@MN'MUS[UY-K4VF3Z@7TJ!X;?'(;N?4#L*[3PE874?A6[#`JUS MO,2GC@K@'\3483$U95'3D^9+J*E4DYV?1/`,T,G$H@;=[,QZ?K3H2Y\1.LMDF$'>; MF>=6\37M]%$#AIY`N?3)J[;RW/AOQ!E@?,MY"KK_`'U[_F*D\*P>?XFL5QPK MES^`)KI_'FC^9"FJPK\T>$FQW7L?PZ5RTJ,G1=:.Z9G&#<>==#*\W$7AJ-B.9)'?]O\`AV+R M?#NGKZP*WYC/]:Z\%/VN(E4?8THOFJ.1?F@BN(S'-&LB'LPS7$>*IM/TB6.V MLH0+I_F;YB51?IZFN[KR/Q"['Q'?/<`EA*0J'N!T_#%:YGRJEK%-LZ*E:=./ MN.Q>M=2G,?FRR;(^P4R")#G!8#@=JY/3-%U76)P8X62+H99!M M11[?X"MG>;:Y\ACDQOL)^AQ7S-;#U*:52*L=6"W-K);I"%6.3=OE;&%P.!SQS_2O0G)15V-NRU* M5QX*T2=BRP20D]HI"!^1J%/`>C*0>7&8[7SL"(MO;+ M<<]B`/SIIU;4#>[/+1!YB*L3#EU(&3Z]S],Q?DT/3Y=*3 M37A)M4Y5-YX/U_&LE_`>C,E:I(9;FV'FGK)&=K'ZXZUFCP M%H^[):Z(]/,_^M6I?&\3P_.XG)N?+W!T3!'L!51+B]CDN;B.;S(OM,:A3'G< MK!`2#V')/%14IT7*\H"DH7U1_CCE1%#.ZO%CF,#.#_+KPXSQ36UJZ-M$$4&X$4S2IY9^5 ME'RCV_K1&5*"<8JR!2BM$1_\(-HG_/*?_OZ:Z""%+:WB@C&(XT"*#Z`8%8=U MJ.I6K*C-'_J1()"F`['^''MQTYYK=A9GAC9UVNR@LOH<=*=*---\D;!!13T0 M^F-%$[;FC1F]2H)HHK#HQI44H]=0Q4W M.J[]-!BPQ(Q9(D4GN%`-/HHKJ.<****`"BBB@"*>VAN0HF0-M.0BBBF,****`"BBB@`HHHH`****`/_9 ` end