Tài liệu Case Study FYB Regal Nails Salon Spa là một tài liệu nghiên cứu đầy thú vị, tập trung vào việc phân tích và trình bày chi tiết về hành trình xây dựng và phát triển thương hiệu làm đẹp và spa chất lượng cao FYB Regal Nails Salon Spa. Tài liệu này cung cấp một cái nhìn sâu rộng về cách thương hiệu đã nắm bắt tâm hồn và nhu cầu của khách hàng để tạo nên sự thành công và tạo dựng danh tiếng.Trong tài liệu này, bạn sẽ tìm thấy câu chuyện hấp dẫn về cách FYB Regal Nails đã bắt đầu từ việc xây dựng một ý tưởng và biến nó thành một thương hiệu làm đẹp và spa đáng tin cậy. Tài liệu này đi sâu vào việc phân tích chiến lược kinh doanh, quản lý chất lượng dịch vụ và cách thương hiệu đã tạo ra sự tương tác tích cực với khách hàng.Không chỉ dừng lại ở mức độ kinh doanh, tài liệu còn trình bày về cách FYB Regal Nails đã xây dựng một môi trường thư giãn, an lành và chất lượng cho khách hàng. Tài liệu phân tích cách họ đã tích hợp sự chăm sóc cá nhân và sự tập trung vào chi tiết để tạo ra một trải nghiệm thực sự tốt cho khách hàng.Tài liệu Case Study FYB Regal Nails Salon Spa không chỉ là một tài liệu học thuật mà còn là một nguồn cảm hứng cho những ai muốn hiểu về cách xây dựng thương hiệu và cung cấp dịch vụ đỉnh cao trong lĩnh vực làm đẹp và spa. Từ việc định hình tầm nhìn cho đến việc quản lý hoạt động hàng ngày, FYB Regal Nails là một ví dụ xuất sắc về cách tạo dựng và duy trì một thương hiệu thành công.
FRANCHISE DISCLOSURE DOCUMENT REGAL NAILS, SALON & SPA, LLC A Nevada Limited Liability Company 5150 Florida Boulevard Baton Rouge, LA 70806 888-414-6245 www.regalnails.com The franchisee will operate a Regal Nails Salon & Spa® location, a modern, high style nail salon in a shopping center The total investment necessary to begin operation of a typical Regal Nails Salon & Spa franchise is from $170,925 to $751,470 This includes $156,125 to $647,073 that must be paid to the franchisor or its affiliate This disclosure document summarizes certain provisions of your Franchise Agreement and other information in plain English Read this disclosure document and all accompanying agreements carefully You must receive this disclosure document at least 14 calendar days before you sign a binding agreement with, or make any payment to the franchisor or an affiliate in connection with the proposed franchise sale Note, however, that no government agency has verified the information contained in this document You may wish to receive your disclosure document in another format that is more convenient for you To discuss the availability of disclosures in different formats, contact Loan Nguyen, Regal Nails Salon & Spa, LLC, 5150 Florida Boulevard, Baton Rouge, LA 70806, 225-906-0561 The terms of your contract will govern your franchise relationship Don’t rely on the disclosure document alone to understand your contract Read all of your contract carefully Show your contract and this disclosure document to an advisor, like a lawyer or accountant Buying a franchise is a complex investment The information in this disclosure document can help you make up your mind More information on franchising, such as “A Consumer’s Guide to Buying a Franchise,” which can help you understand how to use this disclosure document is available from the Federal Trade Commission You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, DC 20580 You can also visit the FTC‘s home page at www.ftc.gov for additional information Call your state agency or visit your public library for other sources of information on franchising There may also be laws on franchising in your state Ask your state agencies about them Issuance Date: March 30, 2021 How to Use This Franchise Disclosure Document Here are some questions you may be asking about buying a franchise and tips on how to find more information: QUESTION WHERE TO FIND INFORMATION How much can I earn? Item 19 may give you information about outlet sales, costs, profits or losses You should also try to obtain this information from others, like current and former franchisees You can find their names and contact information in Item 20 or Exhibits I and J How much will I need to invest? Items and list fees you will be paying to the franchisor or at the franchisor’s direction Item lists the initial investment to open Item describes the suppliers you must use Does the franchisor have the financial ability to provide support to my business? Item 21 or Exhibit H includes financial statements Review these statements carefully Is the franchise system stable, growing, or shrinking? Item 20 summarizes the recent history of the number of company-owned and franchised outlets Will my business be the only REGAL NAILS SALON & SPA business in my area? Item 12 and the “territory” provisions in the franchise agreement describe whether the franchisor and other franchisees can compete with you Does the franchisor have a troubled legal history? Items and tell you whether the franchisor or its management have been involved in material litigation or bankruptcy proceedings What’s it like to be a REGAL NAILS SALON & SPA franchisee? Item 20 or Exhibits I and J lists current and former franchisees You can contact them to ask about their experiences What else should I know? These questions are only a few things you should look for Review all 23 Items and all Exhibits in this disclosure document to better understand this franchise opportunity See the table of contents What You Need To Know About Franchising Generally Continuing responsibility to pay fees You may have to pay royalties and other fees even if you are losing money Business model can change The franchise agreement may allow the franchisor to change its manuals and business model without your consent These changes may require you to make additional investments in your franchise business or may harm your franchise business Supplier restrictions You may have to buy or lease items from the franchisor or a limited group of suppliers the franchisor designates These items may be more expensive than similar items you could buy on your own Operating restrictions The franchise agreement may prohibit you from operating a similar business during the term of the franchise There are usually other restrictions Some examples may include controlling your location, your access to customers, what you sell, how you market, and your hours of operation Competition from franchisor Even if the franchise agreement grants you a territory, the franchisor may have the right to compete with you in your territory Renewal Your franchise agreement may not permit you to renew Even if it does, you may have to sign a new agreement with different terms and conditions in order to continue to operate your franchise business When your franchise ends The franchise agreement may prohibit you from operating a similar business after your franchise ends even if you still have obligations to your landlord or other creditors Some States Require Registration Your state may have a franchise law, or other law, that requires franchisors to register before offering or selling franchises in the state Registration does not mean that the state recommends the franchise or has verified the information in this document To find out if your state has a registration requirement, or to contact your state, use the agency information in Exhibit D Your state also may have laws that require special disclosures or amendments be made to your franchise agreement If so, you should check the State Specific Addenda See the Table of Contents for the location of the State Specific Addenda Special Risks to Consider About This Franchise Certain states require that the following risk(s) be highlighted: Out-of-State Dispute Resolution The franchise agreement requires you to resolve disputes with the franchisor by litigation only in Louisiana Out-of-state litigation may force you to accept a less favorable settlement for disputes It may also cost more to litigate with franchisor in Louisiana than in your own state Certain states may require other risks to be highlighted Check the “State Specific Addenda” (if any) to see whether your state requires other risks to be highlighted DISCLOSURES REQUIRED BY MICHIGAN LAW THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU (a) A prohibition on the right of a franchisee to join an association of franchisees (b) A requirement that a franchisee assent to a release, assignment, novation, waiver or estoppel which deprives a franchisee of rights and protections provided in this act This shall not preclude a franchisee, after entering into a franchise agreement, from settling any and all claims (c) A provision that permits a franchisor to terminate a franchise prior to the expiration of its term except for good cause Good cause shall include the failure of the franchisee to comply with any lawful provision of the franchise agreement and to cure such failure after being given written notice thereof and a reasonable opportunity, which in no event need be more than 30 days, to cure such failure (d) A provision that permits a franchisor to refuse to renew a franchise without fairly compensating the franchisee by repurchase or other means for the fair market value at the time of expiration of the franchisee’s inventory, supplies, equipment, fixtures, and furnishings Personalized materials which have no value to the franchisor and inventory, supplies, equipment, fixtures, and furnishings not reasonably required in the conduct of the franchise business are not subject to compensation This subsection applies only if: (i) The term of the franchise is less than years and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to conduct substantially the same business under another trademark, service mark, trade name, logotype, advertising, or other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does not receive at least months advance notice of the franchisor’s intent not to renew the franchise (e) A provision that permits the franchisor to refuse to renew a franchise on terms generally available to other franchisees of the same class or type under similar circumstances This section does not require a renewal provision (f) A provision requiring that arbitration or litigation be conducted outside this state This shall not preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct arbitration at a location outside this state (g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise, except for good cause This subdivision does not prevent a franchisor from exercising a right of first refusal to purchase the franchise Good cause shall include, but is not limited to: (i) The failure of the proposed transferee to meet the franchisor’s then current reasonable qualifications or standards (ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor (iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations (iv) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to cure any default in the franchise agreement existing at the time of the proposed transfer (h) A provision that requires the franchisee to resell to the franchisor items that are not uniquely identified with the franchisor This subdivision does not prohibit a provision that grants to a franchisor a right of first refusal to purchase the assets of a franchise on the same terms and conditions as a bona fide third party willing and able to purchase those assets, nor does this subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the breach in the manner provided in subdivision (c) (i) A provision which permits the franchisor to directly or indirectly convey, assign, or otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless provision has been made for providing the required contractual services THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL Michigan law provides that a franchisor whose most recent statements are un-audited and which show a net worth of less than $100,000 shall, at the request of a franchisee, arrange for the escrow of initial investment and other funds paid by the franchisee or sub-franchisor until the obligations to provide real estate, improvements, equipment, inventory, training, or other items included in the franchise offering are fulfilled At the option of the franchisor, a surety bond may be provided in place of escrow In the event that an escrow is so established, the escrow agent shall be a financial institution authorized to business in the State of Michigan The escrow agent may release to the franchisor those amounts of the escrowed funds applicable to a specific franchisee or sub-franchisor upon presentation of an affidavit executed by the franchisee and an affidavit executed by the franchisor stating that the franchisor has fulfilled its obligation to provide real estate, improvements, equipment, inventory, training, or other items This portion of the Michigan law does not prohibit a partial release of escrowed funds upon receipt of affidavits of partial fulfillment of the franchisor’s obligation SHOULD THE PROSPECTIVE FRANCHISEE HAVE ANY QUESTIONS REGARDING THE NOTICE OF THIS FILING WITH THE ATTORNEY GENERAL, SUCH QUESTIONS SHOULD BE ADDRESSED TO: Michigan Department of Attorney General Consumer Protection Division Attn: Franchise Section 525 W Ottawa St G Mennen Williams Bldg., 1st Floor Lansing, Michigan 48913 (517) 373-7117 TABLE OF CONTENTS ITEM PAGE ITEM THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES ITEM BUSINESS EXPERIENCE ITEM LITIGATION ITEM ITEM BANKRUPTCY INITIAL FEES ITEM OTHER FEES 11 ITEM ESTIMATED INITIAL INVESTMENT 23 ITEM RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 30 ITEM FRANCHISEE’S OBLIGATIONS 33 ITEM 10FINANCING 37 ITEM 11FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING 39 ITEM 12 TERRITORY 49 ITEM 13TRADEMARKS 51 ITEM 14PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 53 ITEM 15OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS 54 ITEM 16RESTRICTIONS ON WHAT THE FRANCHISE MAY SELL 55 ITEM 17RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION 57 ITEM 18PUBLIC FIGURES 73 ITEM 19FINANCIAL PERFORMANCE REPRESENTATIONS 74 ITEM 20OUTLETS AND FRANCHISEE INFORMATION 74 ITEM 21FINANCIAL STATEMENTS 86 ITEM 22CONTRACTS 87 ITEM 23RECEIPTS 87 Exhibit A - Franchise Agreement (with Parts Definitions, Site Deposit Addendum, Confidentiality Agreement and Agreement Not to Compete, Current Form of General Release, and Authorization Agreement for Preauthorized Payments) A1 Exhibit B - Receipt for Confidential Operations Manual B1 Exhibit C-1 - Wal-Mart Master Lease Agreement (2009 MLA), Appendixes, Amendments Exhibit C-2 - Sample HEB Lease C1 C65 Exhibit C-3 - Rider to Lease C94 Exhibit C-4 - The Exchange Addendum to Franchise Agreement C99 Exhibit C-5 –Franchise Commencement Agreement C111 Exhibit D - List of State Administrators and Agents for Service of Process D1 Exhibit E - State Specific Addendum to Disclosure Document and Franchise Agreement E1 Exhibit F - Table of Contents, Confidential Operations Manual F1 Exhibit G – Snow White Package, Lists of Contents G1 Exhibit H - Financial Statements H1 Exhibit I – List of Current Franchisees I1 Exhibit J - List of Former Franchisees J1 Exhibit K - State Effective Dates K1 Exhibit L- Receipt L1 ITEM THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES The Franchisor and Its Predecessor To simplify the language in this disclosure document, "we", "us" or "our" means Regal Nails, Salon & Spa, LLC (the “Franchisor”) We are a limited liability company formed in the State of Nevada on September 30, 2005 Our principal place of business is 5150 Florida Boulevard, Baton Rouge, Louisiana, 70806 We conduct business under our registered trademark “Regal Nails Salon & Spa” We have offered franchises for Regal Nails Salon & Spa nail salons since April 1, 2006 On January 1, 2011, we also acquired the rights and obligations as franchisor for franchised Regal Nails & Spa outlets from our former affiliate Regal Nails Select, LLC We not own or operate any nail salons We have never offered franchises in any other line of business and other than those activities described in this paragraph we not engage in any other business activities Our agents for service of process in the states whose franchise laws require us to name a state agency as agent for service are shown on Exhibit D We have no parent companies Our predecessor and affiliate Regal Nails, LLC is a Louisiana limited liability company formed in 1996 The principal business address of Regal Nails, LLC is 5150 Florida Blvd., Baton Rouge, La 70806 From 1997 through most of 2005, Regal Nails, LLC offered franchises for salons operating under the trade name “Regal Nails,” which are substantially similar to those offered in this disclosure document On April 1, 2006, we assumed Regal Nails, LLC’s rights and obligations under 227 “Regal Nails” subleases and franchise agreements By March 1, 2008, all of the Regal Nails franchise agreements and subleases were transferred to us Neither we nor Regal Nails, LLC offer new Regal Nails franchises and all of the existing Regal Nails franchises that were transferred to us have already begun, or will shortly begin, operating as “Regal Nails Salon & Spa” salons Regal Nails, LLC never offered franchises in any other line of business Regal Nails, LLC formerly operated four company-owned Regal Nails salons in California but has sold them and has no plans to open additional Regal Nails salons The Franchisor’s Affiliates Regal Nails, Canada, ULC is a wholly-owned subsidiary of ours Its principal place of business is 5150 Florida Blvd., Baton Rouge, La 70806 This subsidiary was formed as an Alberta ULC on October 13, 2006 It is engaged in selling franchises under the Canadian Trademark, Regal Nails, Salon & Spa Regal Nails, Canada, ULC has offered Regal Nails, Salon & Spa franchises since December, 2006 Regal Nails, Canada, ULC has not offered franchises in any other line of business As of December 31, 2020, Regal Nails, Canada, ULC had sold 88 Regal Nails, Salon & Spa franchises in Canada Our affiliate Alfalfa Nail Supply, Inc (“Alfalfa”) is a Louisiana corporation formed in 1995 Its principal business address is 11488 S Choctaw Dr., Baton Rouge, La 70815 Alfalfa does not own or operate a business of the type offered in this disclosure document Alfalfa sells a full line of nail supply products, furniture and fixtures to nail salons, including franchised Regal Nails Salon & Spa salons and salons which are not associated with us or Regal Nails Alfalfa has never offered franchises Disclosure Document The Franchise, The Market and Competition You will operate a full service nail salon offering, at a minimum, manicures and pedicures under the name “Regal Nails Salon & Spa.” The services you offer to customers will be subject to the restrictions of the lease to the premises or other applicable agreements, such as the Exchange Concessionaire Contract (the “ECC”) for Exchange shopping centers on military bases Regal Nails Salon & Spa salons are typically located in a Wal-Mart (“WM”) However, they may also be located in or as part of other big box retail stores and shopping centers If you have the proper licenses, equipment and space, you may also perform waxing services if not restricted from doing so by the landlord A small number of franchisees, based on your landlord’s policies, may obtain the privilege of performing eyelash extension services from us; at this time, we not anticipate or expect to extend this privilege to other franchisees Conditions for obtaining these services can be found in Item 16 The core business of your Regal Nails Salon & Spa salon will be that of a full service nail salon, and these additional services will be only a small part of your business If you obtain the privilege of performing eyelash extension services from us, you may purchase the approved eyelash extension materials and supplies from any supplier We may require that you purchase certain furniture for waxing and eyelash extension services from Alfalfa If your salon will be in a Wal-Mart or any other location where we are a party tenant, you must understand that our business model and your ability to operate your franchised business in such a location are tied to our ability to maintain a master lease agreement with Wal-Mart or the respective landlord and to any decision it makes on whether or not to make a specific space in one of its stores subject to the master lease agreement We not control and cannot predict what any of those decisions may be A landlord of whom we are a party tenant to is not obligated to grant us leases for new spaces If we are party tenant to the lease, then we and the landlord will enter into a lease for your space and then the Sublease Schedule of your Franchise Agreement will apply to the terms of our sublease of the premises to you If, for any reason, the lease for your salon premises is terminated by the landlord, then we may terminate the franchise agreement for the salon without fault or liability to us For Wal-Mart locations, at present, you are only permitted to perform manicure, pedicure, and waxing services and sell related goods from these locations We reserve the right to franchise or own and operate “test locations” that may perform additional services, such as hair care and eyelash extensions, within Wal-Mart locations This paragraph solely pertains to locations within a Wal-Mart center in the United States Our current master lease agreement with Wal-Mart (the “2009 Wal-Mart Master Lease Agreement” or the “2009 MLA”) is in effect as of the date of this disclosure document and has no defined term The initial term of the lease/sublease for a space in a Wal-Mart is generally 60 to 66 months (depending on when rent commences), with up to consecutive additional 3-year options, subject to your compliance with certain requirements and renewal of our lease for your space with Wal-Mart We and Wal-Mart enter into only an initial lease for your space and have to mutually agree to renew the lease, in our respective discretion Certain existing franchisees who have remodeled their spaces have been offered a longer initial sublease term with two 3-year mutual renewal options when a corresponding offer is made by Wal-Mart to us for the lease to such premises In very limited circumstances, some franchisees have requested that a shorter sublease term be granted; when and where Wal-Mart is willing to grant a shorter lease term to us, we have obliged the Disclosure Document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¶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¶V ULJKW WR FRQVLGHUDWLRQ EDVHG RQ VDWLVILHG SHUIRUPDQFH REOLJDWLRQV IURP FRQWUDFWVZLWKIUDQFKLVHHV$VRI'HFHPEHUDQGWKH&RPSDQ\KDG QR FRQWUDFW DVVHWV 7KH &RPSDQ\ KDG WKH IROORZLQJ FRQWUDFW OLDELOLWLHV DV RI 'HFHPEHUDQG Prospect deposits 7KH &RPSDQ\ FROOHFWV WKH IROORZLQJ XSIURQW IHHV SURVSHFWGHSRVLWV LQLWLDOGHSRVLWVVLWHGHSRVLWVDQGFRQILUPDWLRQGHSRVLWVZKLFK DUH OLTXLGDWHG ZKHQ UHYHQXH LV UHFRJQL]HG RU UHIXQGHG LI D VXLWDEOH VLWH FDQQRW EH REWDLQHG Security deposits $ VHFXULW\ GHSRVLW HTXDO WR WKH ILUVW DQG ODVW PRQWK¶V IUDQFKLVHIHHLVFROOHFWHGIURPWKHIUDQFKLVHHRQFHWKHIUDQFKLVHHJDLQVDFFHVVWRWKH VDORQVLWH6XFKGHSRVLWVDUHQRWDGGLWLRQDOIHHVSDLGE\WKHIUDQFKLVHHDVWKH\DUH HLWKHUUHIXQGHGRUDSSOLHGDVSD\PHQWRIDQ\XQFROOHFWHGEDODQFHDWWHUPLQDWLRQRI WKHDJUHHPHQW &RQWUDFW/LDELOLWLHV , 5HYHQXHVDQG([SHQVH5HFRJQLWLRQ 7KH &RPSDQ\ DGRSWHG $FFRXQWLQJ 6WDQGDUGV 8SGDWH $68 5HYHQXH IURP &RQWUDFWV ZLWK &XVWRPHUV 7RSLF GXULQJ WKH \HDU HQGHG 'HFHPEHU 7KH JXLGDQFH RXWOLQHV D VLQJOH FRPSUHKHQVLYH PRGHO IRU DFFRXQWLQJ IRU UHYHQXH IURP FRQWUDFWV ZLWK FXVWRPHUV 7KH &RPSDQ\ KDV DSSOLHG 7RSLFWRLWVFRQWUDFWVZLWKIUDQFKLVHHVDVIROORZV Transaction price- 7KH WUDQVDFWLRQ SULFH LQFOXGHV LQLWLDO IHHV FRQILUPDWLRQ IHHVIRUVHFXULQJWKHVLWHORFDWLRQIUDQFKLVHIHHVDQGWKHVDOHRIIXUQLWXUHHTXLSPHQW DQG VXSSOLHV 6RPH FRQWUDFWV LQFOXGH DGGLWLRQDO FKDUJHV IRU DQQXDO LQVXUDQFH SUHPLXPV )UDQFKLVHHV DUH FKDUJHG IRU WKH EXLOGRXW DQG VHWXS RI WKH VDORQ 7KH &RPSDQ\RXWVRXUFHVWKHEXLOGRXWRIWKHVDORQVWRWKLUGSDUW\FRQWUDFWRUVWKHUHIRUH UHODWHGFKDUJHVWRIUDQFKLVHHVDUHQRWLQFOXGHGLQWKHWUDQVDFWLRQSULFH ,Q DFFRUGDQFH ZLWK 7RSLF WKH &RPSDQ\ DVVXPHV JRRGV DQG VHUYLFHV LQFOXGLQJ ULJKWV WR XVH WKH IUDQFKLVH ZLOO EH WUDQVIHUUHG WR WKH IUDQFKLVHH LQ DFFRUGDQFHZLWKWKHH[LVWLQJFRQWUDFWDQGWKHFRQWUDFWZLOOQRWEHFDQFHOOHGUHQHZHG RUPRGLILHG 5HJDO1DLOV6DORQ 6SD//& %DWRQ5RXJH/RXLVLDQD 1RWHVWRWKH&RQVROLGDWHG)LQDQFLDO6WDWHPHQWV&RQWLQXHG Performance obligations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icense renewals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¶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¶V IRUHLJQ VXEVLGLDULHV DUH WKH ORFDO FXUUHQFLHV 7KH ILQDQFLDO VWDWHPHQWV RI WKH &RPSDQ\¶V IRUHLJQ VXEVLGLDULHV KDYH EHHQWUDQVODWHGLQWR86GROODUV$OODVVHWDQGOLDELOLW\DFFRXQWVKDYHEHHQWUDQVODWHG XVLQJ WKH H[FKDQJH UDWHV LQ HIIHFW DW WKH EDODQFH VKHHW GDWH (TXLW\ DFFRXQWV KDYH EHHQ WUDQVODWHG XVLQJ KLVWRULFDO UDWHV ,QFRPH VWDWHPHQW DPRXQWV KDYH EHHQ WUDQVODWHGXVLQJWKHDYHUDJHH[FKDQJHUDWHIRUWKH\HDU$FFXPXODWHGQHWWUDQVODWLRQ DGMXVWPHQWV KDYH EHHQ UHSRUWHG VHSDUDWHO\ LQ RWKHU FRPSUHKHQVLYH LQFRPH ORVV