0001104659-14-067071.txt : 20140918 0001104659-14-067071.hdr.sgml : 20140918 20140918162014 ACCESSION NUMBER: 0001104659-14-067071 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20140930 FILED AS OF DATE: 20140918 DATE AS OF CHANGE: 20140918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mecox Lane Ltd CENTRAL INDEX KEY: 0001501775 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34904 FILM NUMBER: 141110261 BUSINESS ADDRESS: STREET 1: 22ND FLOOR, GEMS TOWER STREET 2: BUILDING 20, NO. 487, TIANLIN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 BUSINESS PHONE: (86-21) 6495 0500 MAIL ADDRESS: STREET 1: 22ND FLOOR, GEMS TOWER STREET 2: BUILDING 20, NO. 487, TIANLIN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 6-K 1 a14-21097_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 2014

 


 

Commission File Number: 001-34904

 


 

MECOX LANE LIMITED

 

22nd Floor, Gems Tower, Building 20

No. 487, Tianlin Road

Shanghai 200233

People’s Republic of China

(86-21) 6495 0500

 (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   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

 

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  o   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.

 

 

 

MECOX LANE LIMITED

 

 

 

By:

/s/ Michael Guisheng Liu

 

Name:

Michael Guisheng Liu

 

Title:

Acting Chief Financial Officer

 

Date: September 18, 2014

 

2



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release regarding Second Quarter 2014 Results

99.2

 

Press Release regarding Completion of Spin-off

99.3

 

Unaudited Pro Forma Financial Information

 

3


EX-99.1 2 a14-21097_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Mecox Lane Limited Announces Second Quarter 2014 Results

 

Health and beauty business revenue rises 12.3% year over year to $11.2 million

 

SHANGHAI, September 18, 2014 — Mecox Lane Limited (“Mecox Lane” or the “Company”) (NASDAQ: MCOX), a multi-brand and multi-channel retailer in China, today announced its unaudited financial results for the second quarter ended June 30, 2014.

 

As previously announced, the Company’s board of directors has approved the spin-off of Mecox Lane’s apparel and accessories business pursuant to a Share Purchase Agreement dated as of August 8, 2014. As a result, the Company has adopted the following accounting policy in relation to the discontinued business:

 

·                  Losses relating to the apparel and accessories business are presented as discontinued operations while profits for the remaining business are presented as continuing operations

 

·                  The assets and liabilities of the discontinued operations are classified as assets/liabilities held for sale on the face of the balance sheet

 

Second Quarter 2014 Highlights

 

·                  Net revenue was $21.8 million in the second quarter of 2014, unchanged from $21.8 million in the second quarter of 2013

 

·                  Net revenue from discontinued operations decreased 10.6% year over year to $10.6 million, compared to $11.8 million in the second quarter of 2013

 

·                  Net revenue from continuing operations increased 12.3% year over year to $11.2 million, compared to $10.0 million in the second quarter of 2013

 

·                  Gross profit1 increased 31.6% year over year to $10.7 million in the second quarter of 2014, compared to $8.1 million in the second quarter of 2013

 

·                  Gross profit1 of discontinued operations was $3.1 million in the second quarter of 2014, compared to $1.5 million in the second quarter of 2013

 

·                  Gross profit1 of continuing operations was $7.6 million in the second quarter of 2014, compared to $6.6 million in the second quarter of 2013

 


1Gross profit excludes the impact of depreciation and amortization expenses.

 



 

·                  Gross profit margin was 49.0% in the second quarter of 2014, compared to 37.2% in the second quarter of 2013

 

·                  Gross profit margin of discontinued operations was 29.3% in the second quarter of 2014, compared to 12.6% in the second quarter of 2013

 

·                  Gross profit margin of continuing operations was 67.6% in the second quarter of 2014, compared to 66.2% in the second quarter of 2013

 

·                      Net loss was $12.1 million in the second quarter of 2014, compared to net loss of $6.2 million in the second quarter of 2013

 

·                  Net loss from discontinued operations was $12.9 million in the second quarter of 2014, which included an impairment loss of $9.3 million relating to the sale of the Company’s apparel and accessories business, compared to a net loss of $7.5 million in the second quarter of 2013

 

·                  Net income from continuing operations was $0.8 million in the second quarter of 2014, compared to net income of $1.3 million in the second quarter of 2013

 

The Company’s director and chief executive officer, Ms. Ingrid Wang said, “Since taking control of Mecox Lane in May of this year, our new board and management team have focused on the Company’s key competitive advantages. The sale of the Company’s apparel and accessories business will give us greater flexibility in growing our health and beauty business, which has been the Company’s strongest performing line, and at a time of exciting growth opportunities in this sector.”

 



 

Second Quarter 2014 Results

 

The following table provides selected financial results for the Company’s discontinued apparel and accessories business and for its continuing health and beauty operations.

 

 

 

Three months ended June 30, 2014

 

Three months ended June 30, 2013

 

 

 

Discontinued
apparel and
accessories
operations

 

Continuing
health and
beauty
operations

 

Consolidated

 

Discontinued
apparel and
accessories
operations

 

Continuing
health and
beauty
operations

 

Consolidated

 

 

 

($ in million, except for percentage)

 

Net revenue

 

10.6

 

11.2

 

21.8

 

11.8

 

10.0

 

21.8

 

Gross profit

 

3.1

 

7.6

 

10.7

 

1.5

 

6.6

 

8.1

 

Margin

 

29.3

%

67.6

%

49.0

%

12.6

%

66.2

%

37.2

%

Operating expenses:

 

6.7

 

5.6

 

12.3

 

9.0

 

4.8

 

13.8

 

SG&A expense

 

6.0

 

5.4

 

11.4

 

8.2

 

4.8

 

13.0

 

Depreciation and amortization

 

0.7

 

0.2

 

0.9

 

1.0

 

0.2

 

1.2

 

Others

 

 

 

 

(0.2

)

(0.2

)

(0.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income/(loss)

 

(3.6

)

2.0

 

(1.6

)

(7.5

)

1.8

 

(5.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment loss on assets held for sale

 

(9.3

)

 

(9.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

(12.9

)

0.8

 

(12.1

)

(7.5

)

1.3

 

(6.2

)

 

Due to the seasonal nature of its business, the Company presents its financial results on a year-over-year basis for the second quarter of 2014 and the second quarter of 2013 as follows.

 

Net Revenue

 

Net revenue from the Company’s discontinued apparel and accessories business was $10.6 million in the second quarter of 2014, representing a 10.6% decrease from $11.8 million in the second quarter of 2013. The decrease was primarily due to the decrease in net revenue from the Company’s e-commerce channel. Net revenue for the continuing health and beauty business was $11.2 million in the second quarter of 2014, representing an increase of 12.3% from $10.0 million in the second quarter of 2013, which was mainly driven by the increased demand on products.

 



 

Cost of Goods Sold2

 

Cost of goods sold for the Company’s discontinued operations was $7.5 million in the second quarter of 2014, representing a decrease of 27.7% from $10.3 million in the second quarter of 2013. Cost of goods sold for the Company’s continuing operations was $3.6 million in the second quarter of 2014, compared to $3.4 million in the second quarter of 2013. The slight increase was in line with the overall increase in revenue.

 

Gross Profit and Gross Margin

 

Gross profit of the discontinued operations was $3.1 million in the second quarter of 2014, representing an increase of 108% from $1.5 million in the second quarter of 2013. Gross margin was 29.3% in the second quarter of 2014, compared to 12.6% in the second quarter of 2013. The increase in gross margin was mainly due to improvement in inventory turnover, which resulted in a year-over-year decrease of 74.1% in the Company’s inventory write-down, from $3.5 million in the second quarter of 2013 to $0.9 million in the second quarter of 2014. Gross profit of the continuing operations was $7.6 million in the second quarter of 2014, representing an increase of 14.5% from $6.6 million in the second quarter of 2013. Gross margin was 67.6% in the second quarter of 2014, compared to 66.2% in the second quarter of 2013.

 

Operating Expenses

 

Total operating expenses for the second quarter of 2014 was $12.3 million, representing a decrease of 10.9% from $13.8 million in the second quarter of 2013. Operating expenses from discontinued operations were $6.7 million, representing a decrease of 25.3% from $9.0 million in the second quarter of 2013. Operating expenses from continuing operations were $5.6 million, representing an increase of 16.2% in the second quarter of 2013.

 

Selling, general and administrative (SG&A) expenses from discontinued and continuing operations were $6.0 million and $5.4 million in the second quarter of 2014, respectively, compared to $8.2 million and $4.8 million in the second quarter of 2013, respectively. The decrease in SG&A expenses associated with the discontinued operations was mainly due to a decrease in headcount and decreased service fees resulting from the scale-down of the Company’s e-commerce channel. The increase in SG&A expenses associated with the continuing operations was primarily due to an increase in sales bonuses and catalog advertising expenses driven by the increase in sales from the health and beauty business.

 


2Cost of goods sold excludes depreciation and amortization expenses.

 



 

Impairment Loss on Assets Held for Sale

 

As of June 30, 2014, the carrying amount of assets held for sale, excluding the warehouse and liabilities held for sale, amounted to $22.3 million and $6.6 million, respectively. Based on the share purchase agreement as of August 8, 2014, the adjusted consideration as of June 30, 2014 less cost to sell of the disposal was approximately $6.4 million. As such, the Company recognized an impairment loss of $9.3 million on assets held for sale.

 

Loss from Equity in an Affiliate

 

Loss from equity in an affiliate, specifically Giosis Mecoxlane, was $1.3 million in the second quarter of 2014, compared to $1.2 million in the second quarter of 2013.

 

Net Loss

 

Net loss from the Company’s discontinued operations was $12.9 million in the second quarter of 2014, compared to net loss of $7.5 million in the second quarter of 2013. Net income from continuing operations was $0.8 million in the second quarter of 2014, compared to net income of $1.3 million in the second quarter of 2013.

 

Net Loss and Loss per ADS

 

Net loss was $12.1 million in the second quarter of 2014, compared to net loss of $6.2 million in the second quarter of 2013. Non-GAAP net loss3was $12.0 million in the second quarter of 2014, compared to non-GAAP net loss of $5.2 million in the second quarter of 2013. Basic and diluted loss and income from the Company’s discontinued and continuing operations per American depositary share (“ADS”) attributable to Mecox Lane shareholders was $1.00 and $0.06, respectively, in the second quarter of 2014. One ADS represents 35 ordinary shares.

 

Cash and Short-term Investments

 

As of June 30, 2014, Mecox Lane had cash and cash equivalents for its continuing operations totaling $6.5 million, compared to $14.3 million as of December 31, 2013. Short-term investments as of June 30, 2014 were $0.7 million, compared to nil as of December 31, 2013, all of which were structured term bank deposits.

 


3Non-GAAP net loss and non-GAAP net income exclude share-based compensation expenses. The non-GAAP measures and related reconciliations to GAAP measures are described in the accompanying sections of “About Non-GAAP Financial Measures” and the accompanying table of “Mecox Lane Limited — Consolidated Statement of Operations Information — Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Measures” at the end of this press release.

 



 

Secured Short-term Borrowing

 

As of June 30, 2014, Mecox Lane had no secured short-term borrowing, compared to $1.6 million as of December 31, 2013.

 

Conference Call Information

 

Mecox Lane management will hold an earnings conference call at 8:00 p.m. U.S. Eastern Time on Thursday, September 18 (8:00 a.m. Shanghai/Hong Kong Time, Friday, September 19) to discuss the Company’s financial results and operational highlights from the quarter and to answer questions.

 

A brief presentation to accompany the earnings call will be available on the Company’s website, http://ir.mecoxlane.com/events.cfm, at 7:00 p.m. U.S. Eastern Time on Thursday, September 18 (7:00 a.m. Shanghai/Hong Kong Time, Friday, September 19).

 

The dial-in numbers and passcode for the conference call are as follows:

U.S. (toll free):

+1-855-500-8701

Mainland China:

+4001200654

International:

+65-6713-5440

Hong Kong:

+852-3018-6776

Passcode:

3978355

 

Additionally, an archived webcast of this call will be available on the Investor Relations section of Mecox Lane’s website at http://ir.mecoxlane.com.

 

About Mecox Lane Limited

 

Mecox Lane Limited (NASDAQ: MCOX) is a multi-brand and multi-channel retailer in China. Since the Company’s founding in 1996 and its listing on the Nasdaq Global Select Market in 2010, Mecox Lane has focused on the evolving fashion and lifestyle needs of China’s young women through multiple retail channels. As part of a strategy shift under new management and in response to current market trends, the Company focuses on providing its broad base of urban and upwardly mobile customers with health and beauty products that are in step with their increasingly wellness-focused lifestyles. For more information on Mecox Lane, please visit http://ir.mecoxlane.com.

 



 

Safe Harbor: Forward Looking Statements

 

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “aims,” “estimates,” “confident,” “likely to” and similar statements. Among other things, the quotations from management in this press release, as well as the Company’s strategic and operational plans, contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s business strategies and initiatives as well as its business plans; the Company’s future business development, results of operations and financial condition; changes in the Company’s revenues and cost or expense items; the Company’s expectations with respect to increased revenue growth and its ability to sustain profitability; the Company’s products under development or planning; the Company’s ability to attract customers and further enhance its brand recognition; trends and competition in the industry in which the Company operates; the failure of the markets to grow at the projected rates; the rapidly changing nature of the industry in which the Company operates; and significant uncertainties of any projections or estimates relating to the growth prospects or future condition of the market. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F as well as in its other filings with the Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and the Company undertakes no duty to update such information, except as required under applicable law.

 

About Non-GAAP Financial Measures

 

To supplement Mecox Lane’s consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Mecox Lane uses in this press release non-GAAP net income (loss), which excludes share-based compensation expenses. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

 

Mecox Lane believes that the non-GAAP financial measure facilitates investors’ and management’s comparisons to Mecox Lane’s historical performance and assists management’s financial and operational decision making. A limitation of using the non-GAAP financial measure is that share-based compensation expenses are recurring expenses that will continue to exist in Mecox Lane’s business for the foreseeable future. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from the non-GAAP measure. The accompanying table has more details on the reconciliation between the non-GAAP financial measure and its most directly comparable GAAP financial measure.

 



 

For investor and media inquiries please contact:

 

In China:

 

Christina Hou

Mecox Lane Limited

Tel: +86-21-3108-1111 Ext. 8161

Email: ir@mecoxlane.com

 

Nicholas Manganaro

Ogilvy Financial, Beijing

Tel: +86-10-8520-6139

Email: mcox@ogilvy.com

 

In the U.S.:

 

Justin Knapp

Ogilvy Financial, U.S.

Tel: +1-646-460-9989

Email: mcox@ogilvy.com

 



 

Mecox Lane Limited

Unaudited Consolidated Balance Sheet

 

 

 

December 31,

 

June 30,

 

 

 

2013

 

2014

 

 

 

$

 

$

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

14,261,249

 

6,486,096

 

Short-term investments

 

 

650,112

 

Accounts receivable, net of allowances of $49,286 and $49,286 as of December 31, 2013 and June 30, 2014, respectively

 

944,447

 

1,069,997

 

Amount due from related parties

 

224,479

 

126,115

 

Other receivables

 

2,366,047

 

2,548,590

 

Advances to suppliers and prepaid expenses

 

754,039

 

552,574

 

Merchandise inventories

 

4,048,609

 

4,650,925

 

Held-for-sale assets

 

69,365,235

 

53,403,817

 

Total current assets

 

91,964,105

 

69,488,226

 

Property and equipment, net

 

4,025,765

 

3,332,225

 

Intangible assets, net

 

872,529

 

665,938

 

Investment in an affiliate

 

5,546,358

 

3,096,740

 

Other non-current assets

 

240,906

 

146,869

 

TOTAL ASSETS

 

102,649,663

 

76,729,998

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Secured short term borrowing

 

1,640,180

 

 

Accounts payable (including accounts payable of the consolidated VIEs without recourse to Mecox Lane Limited of $91,666 and $90,833 as of December 31, 2013 and June 30, 2014, respectively)

 

13,001,974

 

8,745,566

 

Advances from customers

 

2,531,312

 

2,832,623

 

Amount due to related parties

 

635,770

 

 

Accrued expenses

 

3,236,435

 

2,339,495

 

Other current liabilities

 

4,172,225

 

3,673,474

 

Income tax payable

 

1,752,631

 

1,750,400

 

Held-for-sale liability

 

7,490,383

 

6,592,024

 

Total current liabilities

 

34,460,910

 

25,933,582

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Ordinary shares ($0.0001 par value; 10,000,000,000 shares authorized, 439,876,279 and 454,832,489 shares issued, and outstanding as of December 31, 2013 and June 30, 2014)

 

43,988

 

45,483

 

Additional paid-in capital

 

168,833,542

 

169,689,217

 

Accumulated deficit

 

(109,433,074

)

(127,360,725

)

Accumulated other comprehensive income

 

7,700,798

 

7,378,942

 

Statutory reserve

 

943,499

 

943,499

 

Total Mecox Lane Limited equity

 

68,088,753

 

50,696,416

 

Noncontrolling interests

 

100,000

 

100,000

 

Total equity

 

68,188,753

 

50,796,416

 

TOTAL LIABILITIES AND EQUITY

 

102,649,663

 

76,729,998

 

 



 

Mecox Lane Limited

Unaudited Consolidated Statements of Comprehensive Income (Loss)

 

 

 

Three-month Ended June 30

 

 

 

2013

 

2014

 

 

 

$

 

$

 

Net revenues

 

9,992,325

 

11,219,617

 

Cost of goods sold (excluding depreciation and amortization)

 

3,372,524

 

3,640,561

 

Operating expenses:

 

 

 

 

 

Selling, general and administrative expenses

 

4,747,606

 

5,395,957

 

Depreciation and amortization

 

207,829

 

161,317

 

Other operating income, net

 

(173,333

)

 

Total operating expenses

 

4,782,102

 

5,557,274

 

Income from operations

 

1,837,699

 

2,021,782

 

Interest expense

 

(136,980

)

 

Interest income

 

279,497

 

56,950

 

Other income (loss), net

 

508,444

 

(10,839

)

Income before income taxes, equity in an affiliate and noncontrolling interests

 

2,488,660

 

2,067,893

 

Income tax expense

 

 

 

Income before equity in an affiliate and noncontrolling interests

 

2,488,660

 

2,067,893

 

Loss from equity in an affiliate

 

(1,173,074

)

(1,297,239

)

Income from continuing operations

 

1,315,586

 

770,654

 

Loss on discontinued opearations, net of tax nil (including loss recognized on classification as held for sale of Nil and $9,280,050 for the three months ended June 30, 2013 and 2014 respectively)

 

(7,500,122

)

(12,899,798

)

Net loss

 

(6,184,536

)

(12,129,144

)

Accretion of noncontrolling interest

 

(23,307

)

 

Net loss attributable to noncontrolling interests

 

23,307

 

 

Net loss attributable to Mecox Lane Limited shareholders

 

(6,184,536

)

(12,129,144

)

Net income per share attributable to Mecox Lane-Basic

 

 

 

 

 

Income from continuing operations

 

0.00

 

0.00

 

Loss on discontinued operations

 

(0.02

)

(0.03

)

Net income per share attributable to Mecox Lane-Diluted

 

 

 

 

 

Income from continuing operations

 

0.00

 

0.00

 

Loss on discontinued operations

 

(0.02

)

(0.03

)

Net income per ADS attributable to Mecox Lane-Basic

 

 

 

 

 

Income from continuing operations

 

0.11

 

0.06

 

Loss on discontinued operations

 

(0.64

)

(1.00

)

Net income per ADS attributable to Mecox Lane-Diluted

 

 

 

 

 

Income from continuing operations

 

0.11

 

0.06

 

Loss on discontinued operations

 

(0.64

)

(1.00

)

Weighted average ordinary shares used in per share calculation

 

 

 

 

 

Basic

 

410,384,335

 

453,541,472

 

Diluted

 

425,151,294

 

454,201,545

 

Weighted average ADS used in per share calculation (1)

 

 

 

 

 

Basic

 

11,725,266

 

12,958,327

 

Diluted

 

12,147,179

 

12,977,186

 

 


(1) ADS amounts adjusted for a change in the ratio of the Company’s American Depositary Shares (“ADSs”) to ordinary shares (“Shares”) from 1:7 to 1:35 (“Ratio Change”), effective as of February 1, 2013.

 

Other comprehensive income (loss), net of tax of nil

 

 

 

 

 

Change in cumulative foreign currency translation adjustment

 

663,892

 

(57,472

)

Other comprehensive income (loss), net of tax

 

663,892

 

(57,472

)

 

 

 

 

 

 

Comprehensive loss attributable to Mecox Lane Limited shareholders

 

(5,520,644

)

(12,186,616

)

Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Measures

 

 

 

 

 

Non-GAAP net loss (1)

 

(5,198,002

)

(12,027,381

)

 

Note (1) We define non-GAAP net income (loss), a non-GAAP financial measure, as net income (loss) excluding share-based compensation expenses. We review non-GAAP net income (loss) together with net income (loss) to obtain a better understanding of our operating performance. We also believe it is useful supplemental information for investors and analysts to assess our operating performance without the effect of non-cash share based compensation expenses, which have been and will continue to be significant recurring expenses in our business. However, the use of non-GAAP net income (loss) has material limitations as an analytical tool. One of the limitations of using non-GAAP net income (loss) is that it does not include all items that impact our net income (loss) for the period. In addition, because non-GAAP net income (loss) is not calculated in the same manner by all companies, it may not be comparable to other similar titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP net income (loss) in isolation from or as an alternative to net income (loss) prepared in accordance with U.S. GAAP.

 

The following table sets forth the reconciliation of non-GAAP net income (loss), a non-GAAP financial measure, from net income (loss), our most directly comparable financial measure presented in accordance with U.S. GAAP, for the periods indicated.

 

 

 

Three-month Periods Ended June 30

 

 

 

2013

 

2014

 

 

 

$

 

$

 

Net loss

 

(6,184,536

)

(12,129,144

)

Add back: Share-based compensation expenses

 

986,534

 

101,763

 

Non-GAAP net loss

 

(5,198,002

)

(12,027,381

)

 


EX-99.2 3 a14-21097_1ex99d2.htm EX-99.2

Exhibit 99.2

 

Mecox Lane Limited Completes Spin-off of Apparel and Accessories Business

 

SHANGHAI, September 18, 2014 — Mecox Lane Limited (“Mecox Lane” or the “Company”) (NASDAQ: MCOX), a multi-brand and multi-channel retailer in China, today announced it has completed the previously announced spin-off of the Company’s apparel and accessories business.

 

The spin-off was completed through the sale of Mixblu Limited and its subsidiaries to Fast Fashion China Limited, a company controlled by the former chief executive officer of Mecox Lane, for an Adjusted consideration of approximately $6.1 million pursuant to a share purchase agreement dated as of August 8, 2014.Mecox Lane will file certain pro forma financial information with the U.S. Securities and Exchange Commission (the “SEC”). Please visit http://ir.mecoxlane.com for additional information regarding the spin-off, including links to filings with the SEC.

 

About Mecox Lane Limited

 

Mecox Lane Limited (NASDAQ: MCOX) is a multi-brand and multi-channel retailer in China. Since the Company’s founding in 1996 and its listing on the Nasdaq Global Select Market in 2010, Mecox Lane has focused on the evolving fashion and lifestyle needs of China’s young women through multiple retail channels. As part of a strategy shift under new management and in response to current market trends, the Company focuses on providing its broad base of urban and upwardly mobile customers health and beauty products that are in step with their increasingly wellness-focused lifestyles. For more information on Mecox Lane, please visit http://ir.mecoxlane.com.

 

For investor and media inquiries please contact:

 

In China:

 

Christina Hou

Mecox Lane Limited

Tel: +86-21-3108 1111 Ext. 8161

Email: ir@mecoxlane.com

 

Nicholas Manganaro

Ogilvy Financial, Beijing

Tel: +86-10-8520-6139

Email: mcox@ogilvy.com

 

In the U.S.:

 

Justin Knapp

Ogilvy Financial, U.S.

Tel: +1-646-460-9989

Email: mcox@ogilvy.com

 


EX-99.3 4 a14-21097_1ex99d3.htm EX-99.3

Exhibit 99.3

 

Pro Forma Unaudited Consolidated Financial Statements

 

Mecox Lane Limited

Unaudited Pro Forma Financial Information

 

Spin-off of Mixblu Limited and Its Subsidiaries

 

On September 18, 2014 (the “Closing Date”), Mecox Lane completed a spin-off of its apparel and accessories business through the sale of Mixblu Limited and its subsidiaries (collectively, “Mixblu”) to Fast Fashion China Limited, a company controlled by Mecox Lane’s former chief executive officer, for an adjusted consideration of $6.1 million pursuant to a share purchase agreement dated as of August 8, 2014.

 

After the Closing Date, Mecox Lane does not own any shares of Mixblu and will no longer consolidate Mixblu within the Mecox Lane’s financial results. Beginning in the second quarter of 2014, Mixblu’s historical financial results for periods prior to the Closing Date will be reflected in Mecox Lane’s consolidated financial statements as a discontinued operation.

 

Unaudited Pro Forma Consolidated Financial Information

 

The following pro forma financial information concerns the historical performance of Mecox Lane’s apparel and accessories business, specifically Mixblu Limited. The pro forma information is provided for comparison purposes in consideration of the spin-off and sale of Mixblu and has no impact on Mecox Lane’s previously reported financial results.

 

The following unaudited pro forma consolidated financial statements are based on Mecox Lane’s historical consolidated financial statements and have been adjusted to give pro forma effect to the spin-off of the apparel and accessories business.  The unaudited pro forma condensed consolidated statements of operations for the periods ended December 31, 2013, December 31, 2012andDecember 31, 2011 give effect to the spin-off transaction as if it had occurred as of January 1, 2011.

 

The unaudited pro forma consolidated financial statements have been prepared by Mecox Lane based upon certain assumptions as disclosed in the accompanying footnotes. The unaudited pro forma consolidated financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of Mecox Lane’s financial position or future results of operations that would have actually occurred as if the spin-off transaction had been in effect as of the date or for the periods presented.

 



 

Mecox Lane Limited

Unaudited Pro Forma Condensed Consolidataed Balance Sheet

(In Thousands, Except Per Share Data)

 

 

 

As of December 31, 2013

 

 

 

Historical

 

Spin-off
transaction

 

Pro Forma

 

 

 

$’000

 

$’000

 

$’000

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

15,736

 

4,757

(A)

20,493

 

Accounts receivable

 

1,744

 

(800

)

944

 

Amount due from related parties

 

224

 

 

224

 

Other receivables

 

4,174

 

(1,808

)

2,366

 

Advances to suppliers and prepaid expenses

 

1,971

 

(1,217

)

754

 

Merchandise inventories

 

24,585

 

(20,536

)

4,049

 

Held-for-sale assets

 

40,707

 

 

40,707

 

Total current assets

 

89,141

 

(19,604

)

69,537

 

Property and equipment, net

 

6,219

 

(2,193

)

4,026

 

Intangible assets, net

 

917

 

(45

)

872

 

Investment in an affiliate

 

5,547

 

 

5,547

 

Other non-current assets

 

826

 

(585

)

241

 

TOTAL ASSETS

 

102,650

 

(22,427

)

80,223

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Secured short term borrowing

 

(1,640

)

 

 

(1,640

)

Accounts payable (including accounts payable of the consolidated VIEs without recourse to Mecox Lane Limited of $4,589,259 as of December 31, 2013)

 

(17,500

)

4,497

 

(13,003

)

Advances from customers (including advances from customers of the consolidated VIEs without recourse to Mecox Lane Limited of $1,076,283 as of December 31, 2013)

 

(3,608

)

1,076

 

(2,532

)

Amount due to related parties

 

(636

)

 

(636

)

Accrued expenses (including accrued expenses of the consolidated VIEs without recourse to Mecox Lane Limited of $393,313 as of December 31, 2013)

 

(3,630

)

289

(B)

(3,341

)

Other current liabilities (including other current liabilities of the consolidated VIEs without recourse to Mecox Lane Limited of $1,489,649 as of December 31, 2013)

 

(5,661

)

1,490

 

(4,171

)

Income tax payable (including income tax payable of the consolidated VIEs without recourse to Mecox Lane Limited of $33,545 as of December 31, 2013)

 

(1,786

)

34

 

(1,752

)

Total current liabilities

 

(34,461

)

7,386

 

(27,075

)

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Ordinary shares ($0.0001 par value; 10,000,000,000 shares authorized, 439,876,279 shares issued, and outstanding as of December 31, 2013)

 

(44

)

 

(44

)

Additional paid-in capital

 

(168,834

)

 

(168,834

)

Accumulated deficit

 

109,433

 

15,041

(C)

124,474

 

Accumulated other comprehensive income

 

(7,701

)

 

(7,701

)

Statutory reserve

 

(943

)

 

(943

)

Total Mecox Lane Limited equity

 

(68,089

)

15,041

 

(53,048

)

Noncontrolling interests

 

(100

)

 

(100

)

Total equity

 

(68,189

)

15,041

 

(53,148

)

TOTAL LIABILITIES AND EQUITY

 

(102,650

)

22,427

 

(80,223

)

 


Note1. Unaudited Pro Forma Balance Sheet: The audited pro forma consolidated balance sheet gives effect to the spin-off of the apparel and accessories operations of the Mecox Lane, as described below, as if these events had occurred as of December 31, 2013. As a result of the spin-off, these adjustments reflect the historical balances as of December 31, 2013 for the assets sold and liability assumed.

 

Note (A): Besides the $1.5 million cash to be control by the buyer, the Cash received from the buyer under the terms of the split-off transaction should be $6.2 million

 

Note (B): Besides the accrued expenses assumed by the buyer, the accompany should additionally accrued the transaction and professional related fees amounted around $0.1 million

 

Note (C): Based on the terms of the transaction outlined in August 8, including the $21.2 million net assets the Company plans to sell, the $0.1 million of transaction and professional fees, and the $6.2 million cash the Company will receive from the buyer, Mecox Lane Limited would have recorded a loss of $15.0 million which has been recorded as an addition in accumulated deficit on the pro forma balance sheet.

 



 

Mecox Lane Limited

Unaudited Pro Forma Condensed Consolidataed statement Of Comprehensive Income

(In Thousands, Except Per Share Data)

 

 

 

Year Ended December 31, 2013

 

 

 

Historical

 

Historical Enterprise
Operations (A)

 

Pro Forma

 

 

 

$’000

 

$’000

 

$’000

 

 

 

 

 

 

 

 

 

Net revenues

 

87,423

 

44,800

 

42,623

 

 

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation and amortization)

 

52,694

 

36,797

 

15,897

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Selling, general and administrative expenses

 

58,780

 

36,321

 

22,459

 

Depreciation and amortization

 

5,227

 

4,125

 

1,102

 

Other operating income, net

 

(6,484

)

(302

)

(6,182

)

Total operating expenses

 

57,523

 

40,144

 

17,379

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(22,794

)

(32,141

)

9,347

 

Interest expense

 

(342

)

 

(342

)

Interest income

 

977

 

 

977

 

Other income, net

 

1,039

 

 

1,039

 

Income (loss) before income taxes, equity in an affiliate and noncontrolling interests

 

(21,120

)

(32,141

)

11,021

 

Income tax expense

 

 

 

 

Income (loss) before equity in an affiliate and noncontrolling interests

 

(21,120

)

(32,141

)

11,021

 

Loss from equity in an affiliate

 

(5,491

)

 

(5,491

)

Net income (loss)

 

(26,611

)

(32,141

)

5,530

 

Accretion of noncontrolling interest

 

103

 

 

103

 

Net loss attributable to noncontrolling interests

 

(103

)

 

(103

)

Net income (loss) attributable to Mecox Lane Limited shareholders

 

(26,611

)

(32,141

)

5,530

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Mecox Lane-Basic

 

(0.06

)

 

 

0.01

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Mecox Lane-Diluted

 

(0.06

)

 

 

0.01

 

 

 

 

 

 

 

 

 

Net income (loss) per ADS attributable to Mecox Lane-Basic

 

(2.23

)

 

 

0.46

 

 

 

 

 

 

 

 

 

Net income (loss) per ADS attributable to Mecox Lane-Diluted

 

(2.23

)

 

 

0.46

 

 

 

 

 

 

 

 

 

Weighted average ordinary shares used in per share calculation

 

 

 

 

 

 

 

Basic

 

418,347

 

 

 

418,347

 

Diluted

 

418,347

 

 

 

422,252

 

Weighted average ADS used in per share calculation (1)

 

 

 

 

 

 

 

Basic

 

11,953

 

 

 

11,953

 

Diluted

 

11,953

 

 

 

12,064

 

 


(1) ADS amounts adjusted for a change in the ratio of the Company’s American Depositary Shares (“ADSs”) to ordinary shares (“Shares”) from 1:7 to 1:35 (“Ratio Change”), effective as of February 1, 2013.

 

Other comprehensive income, net of tax of nil

 

 

 

 

 

 

 

Change in cumulative foreign currency translation adjustment

 

1,408

 

 

1,408

 

Other comprehensive income (loss), net of tax

 

1,408

 

 

1,408

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to Mecox Lane Limited shareholders

 

(25,203

)

(32,141

)

6,938

 

 

Note1. Unaudited Pro Forma Condensed Consolidated statement of Comprehensive Income:

 

Note (A):The following adjustments to the unaudited pro forma condensed consolidated statement of comprehensive income reflect the elimination of historical revenues generated from discontinued apparel and accessories operations pursuant to the spin-off transaction, as well as historical expenses relating to the operations assumed by apparel and accessories business until the transactions were consummated as of January 1,2011. Any gain or loss related to this transaction is not reflected in the pro forma condensed consolidated statements of comprehensive income as it has been recorded on the closing date of the transaction.

 



 

Mecox Lane Limited

Unaudited Pro Forma Condensed Consolidataed statement Of Comprehensive Income

(In Thousands, Except Per Share Data)

 

 

 

Year Ended December 31, 2012

 

 

 

Historical

 

Historical Enterprise
Operations (A)

 

Pro Forma

 

 

 

$’000

 

$’000

 

$’000

 

 

 

 

 

 

 

 

 

Net revenues

 

151,816

 

112,996

 

38,820

 

 

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation and amortization)

 

97,467

 

84,509

 

12,958

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Selling, general and administrative expenses

 

76,310

 

56,779

 

19,531

 

Depreciation and amortization

 

4,217

 

3,503

 

714

 

Other operating income, net

 

(1,805

)

(952

)

(853

)

Total operating expenses

 

78,722

 

59,330

 

19,392

 

Income (loss) from operations

 

(24,373

)

(30,843

)

6,470

 

Interest income

 

2,143

 

 

2,143

 

Other income, net

 

120

 

 

120

 

Income (loss) before income taxes, equity in an affiliate and noncontrolling interests

 

(22,110

)

(30,843

)

8,733

 

Income tax expense

 

(324

)

 

(324

)

Income (loss) before equity in an affiliate and noncontrolling interests

 

(22,434

)

(30,843

)

8,409

 

Loss from equity in an affiliate

 

 

 

 

Net income (loss)

 

(22,434

)

(30,843

)

8,409

 

Accretion of noncontrolling interest

 

20

 

 

20

 

Net loss attributable to noncontrolling interests

 

(20

)

 

(20

)

Net income (loss) attributable to Mecox Lane Limited shareholders

 

(22,434

)

(30,843

)

8,409

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Mecox Lane-Basic

 

(0.06

)

 

 

0.02

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Mecox Lane-Diluted

 

(0.06

)

 

 

0.02

 

 

 

 

 

 

 

 

 

Net income (loss) per ADS attributable to Mecox Lane-Basic

 

(1.94

)

 

 

0.73

 

 

 

 

 

 

 

 

 

Net income (loss) per ADS attributable to Mecox Lane-Diluted

 

(1.94

)

 

 

0.73

 

 

 

 

 

 

 

 

 

Weighted average ordinary shares used in per share calculation

 

 

 

 

 

 

 

Basic

 

404,247

 

 

 

404,247

 

Diluted

 

404,247

 

 

 

404,387

 

Weighted average ADS used in per share calculation (1)

 

 

 

 

 

 

 

Basic

 

11,550

 

 

 

11,550

 

Diluted

 

11,550

 

 

 

11,554

 

 


(1) ADS amounts adjusted for a change in the ratio of the Company’s American Depositary Shares (“ADSs”) to ordinary shares (“Shares”) from 1:7 to 1:35 (“Ratio Change”), effective as of February 1, 2013.

 

Other comprehensive income , net of tax of nil

 

 

 

 

 

 

 

Change in cumulative foreign currency translation adjustment

 

91

 

 

91

 

Other comprehensive income (loss), net of tax

 

91

 

 

91

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to Mecox Lane Limited shareholders

 

(22,343

)

(30,843

)

8,499

 

 



 

Mecox Lane Limited

Unaudited Pro Forma Condensed Consolidataed statement Of Comprehensive Income

(In Thousands, Except Per Share Data)

 

 

 

Year Ended December 31, 2011

 

 

 

Historical

 

Historical Enterprise
Operations (A)

 

Pro Forma

 

 

 

$’000

 

$’000

 

$’000

 

 

 

 

 

 

 

 

 

Net revenues

 

217,894

 

187,357

 

30,537

 

 

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation and amortization)

 

144,739

 

133,833

 

10,906

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Selling, general and administrative expenses

 

104,534

 

89,970

 

14,564

 

Depreciation and amortization

 

4,411

 

4,048

 

363

 

Other operating income, net

 

(933

)

(712

)

(221

)

Total operating expenses

 

108,012

 

93,306

 

14,706

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(34,857

)

(39,782

)

4,925

 

Interest income

 

2,231

 

 

2,231

 

Other income, net

 

2,307

 

 

2,307

 

Income (loss) before income taxes, equity in an affiliate and noncontrolling interests

 

(30,319

)

(39,782

)

9,463

 

Income tax expense

 

(2,944

)

(249

)

(2,695

)

Income (loss) before equity in an affiliate and noncontrolling interests

 

(33,263

)

(40,031

)

6,768

 

Loss from equity in an affiliate

 

 

 

 

Net income (loss)

 

(33,263

)

(40,031

)

6,768

 

Accretion of noncontrolling interest

 

257

 

 

257

 

Net loss attributable to noncontrolling interests

 

(296

)

 

(296

)

Net income (loss) attributable to Mecox Lane Limited shareholders

 

(33,224

)

(40,031

)

6,807

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Mecox Lane-Basic

 

(0.08

)

 

 

0.02

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Mecox Lane-Diluted

 

(0.08

)

 

 

0.02

 

 

 

 

 

 

 

 

 

Net income (loss) per ADS attributable to Mecox Lane-Basic

 

(2.87

)

 

 

0.59

 

 

 

 

 

 

 

 

 

Net income (loss) per ADS attributable to Mecox Lane-Diluted

 

(2.87

)

 

 

0.55

 

 

 

 

 

 

 

 

 

Weighted average ordinary shares used in per share calculation

 

 

 

 

 

 

 

Basic

 

405,192

 

 

 

405,192

 

Diluted

 

405,192

 

 

 

431,453

 

Weighted average ADS used in per share calculation (1)

 

 

 

 

 

 

 

Basic

 

11,577

 

 

 

11,577

 

Diluted

 

11,577

 

 

 

12,327

 

 


(1) ADS amounts adjusted for a change in the ratio of the Company’s American Depositary Shares (“ADSs”) to ordinary shares (“Shares”) from 1:7 to 1:35 (“Ratio Change”), effective as of February 1, 2013.

 

Other comprehensive income, net of tax of nil

 

 

 

 

 

 

 

Change in cumulative foreign currency translation adjustment

 

3,909

 

 

3,909

 

Other comprehensive income (loss), net of tax

 

3,909

 

 

3,909

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to Mecox Lane Limited shareholders

 

(29,354

)

(40,031

)

10,677

 

 


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