UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2012
OPTICAL CABLE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia | 000-27022 | 54-1237042 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
5290 Concourse Drive Roanoke, VA |
24019 | |||
(Address of principal executive offices) | (Zip Code) |
(540) 265-0690
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition | 3 | |
Item 9.01 Financial Statements and Exhibits | 3 | |
Signatures | 4 | |
Exhibits |
2
Item 2.02 Results of Operations and Financial Condition
On March 12, 2012, Optical Cable Corporation issued a press release announcing its first quarter of fiscal year 2012 financial results. Also on March 12, 2012, Optical Cable Corporation held an earnings call. The press release is attached hereto as Exhibit 99.1 and the transcript for the earnings call is attached as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following is filed as an Exhibit to this Report.
Exhibit |
Description of Exhibit | |
99.1 | Press Release dated March 12, 2012 (FILED HEREWITH) | |
99.2 | Transcript of earnings call on March 12, 2012 (FILED HEREWITH) |
3
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OPTICAL CABLE CORPORATION | ||
By: | /s/ TRACY G. SMITH | |
Name: | Tracy G. Smith | |
Title: | Senior Vice President and Chief Financial Officer |
Dated: March 14, 2012
4
Exhibit 99.1
OPTICAL CABLE CORPORATION 5290 Concourse Drive Roanoke, VA 24019 (Nasdaq GM: OCCF) www.occfiber.com |
AT THE COMPANY:
Neil Wilkin | Tracy Smith | |||
Chairman, President & CEO | Senior Vice President & CFO | |||
(540) 265-0690 | (540) 265-0690 | |||
investorrelations@occfiber.com | investorrelations@occfiber.com |
AT JOELE FRANK, WILKINSON BRIMMER KATCHER:
Andrew Siegel | Aaron Palash | |||
(212) 355-4449 ext. 127 | (212) 355-4449 ext. 103 | |||
occ-jfwbk@joelefrank.com | occ-jfwbk@joelefrank.com |
FOR IMMEDIATE RELEASE
OPTICAL CABLE CORPORATION REPORTS
FIRST QUARTER 2012 FINANCIAL RESULTS
ROANOKE, VA, March 12, 2012 Optical Cable Corporation (Nasdaq GM: OCC) (OCC® or the Company) today announced financial results for its fiscal first quarter ended January 31, 2012.
OCC reported consolidated net sales of $17.3 million and net income attributable to the Company of $0.03 per basic and diluted share for the first quarter of fiscal 2012.
First Quarter 2012 Financial Results
The Companys consolidated first quarter net sales of $17.3 million decreased by $379,000, or 2.1%, compared to net sales in the comparable prior year period.
OCCs sales in its commercial markets increased by approximately 14% during the first quarter of fiscal year 2012 compared to the same period last year. However, decreases in the Companys specialty marketsparticularly its military and severe duty marketsoffset the increase.
Gross profit for the quarter was $6.2 million, slightly lower than the Companys gross profit of $6.4 million in the first quarter of fiscal year 2011. Gross profit margin, or gross profit as a percentage of net sales, decreased slightly to 35.5% in the first quarter of fiscal year 2012 from 36.3% in the first quarter of fiscal year 2011.
Optical Cable Corp. First Quarter 2012 Earnings Release
Page 2 of 5
OCC recorded net income attributable to the Company of $192,000, or $0.03 per basic and diluted share, for the first quarter of fiscal year 2012, compared to $402,000, or $0.06 per basic and diluted share, for the first quarter of fiscal year 2011.
Managements Comments
Neil Wilkin, President and Chief Executive Officer of OCC, said Our 2012 fiscal year is off to a good startwe delivered another solid quarter of profitability and are building on the momentum achieved in 2011. We were encouraged, during our first fiscal quarter, by strong demand for our integrated solutions, which has positively impacted sales of our enterprise connectivity products.
Mr. Wilkin added, During our first quarter we maintained our solid balance sheet and continued to return capital to shareholders through the regular quarterly dividend, which the Board recently increased by 50 percent. As we move forward in 2012, we are focused on executing our growth strategy, while further improving operations and controlling costs, to continue delivering positive results and creating value for shareholders. We expect fiscal 2012 to be a year of both sales and earnings growth for OCC.
Conference Call Information
As previously announced, OCC will host a conference call today, Monday, March 12, 2012, at 10:00 a.m. Eastern Time. Individuals wishing to participate in the conference call should call (888) 868-9083 or (973) 935-8512. For interested individuals unable to join the call, a replay will be available through March 19, 2012 by dialing (800) 585-8367 or (404) 537-3406, pass code 59480770. The call will also be broadcast live over the Internet and can be accessed by visiting the investor relations section of the Companys website at www.occfiber.com.
Company Information
Optical Cable Corporation (OCC®) is a leading manufacturer of a broad range of fiber optic and copper data communications cabling and connectivity solutions primarily for the enterprise market, offering an integrated suite of high quality, warranted products which operate as a system solution or seamlessly integrate with other providers offerings. OCCs product offerings include designs for uses ranging from commercial, enterprise network, datacenter, residential and campus installations to customized products for specialty applications and harsh environments, including military, industrial, mining and broadcast applications. OCC products include fiber optic and copper cabling, fiber optic and copper connectors, specialty fiber optic and copper connectors, fiber optic and copper patch cords, pre-terminated fiber optic and copper cable assemblies, racks, cabinets, datacom enclosures, patch panels, face plates, multi-media boxes and other cable and connectivity management accessories, and are designed to meet the most demanding needs of end-users, delivering a high degree of reliability and outstanding performance characteristics.
OCC® is internationally recognized for pioneering the design and production of fiber optic cables for the most demanding military field applications, as well as of fiber optic cables suitable for both indoor and outdoor use, and creating a broad product offering built on the evolution of these fundamental technologies. OCC also is internationally recognized for its role in establishing copper connectivity data communications standards, through its innovative and patented technologies.
Optical Cable Corp. First Quarter 2012 Earnings Release
Page 3 of 5
Founded in 1983, OCC is headquartered in Roanoke, Virginia with offices, manufacturing and warehouse facilities located in each of Roanoke, Virginia, near Asheville, North Carolina and near Dallas, Texas. OCC primarily manufactures its fiber optic cables at its Roanoke facility which is ISO 9001:2008 registered and MIL-STD-790F certified, its enterprise connectivity products at its Asheville facility which is ISO 9001:2008 registered, and its military and harsh environment connectivity products and systems at its Dallas facility which is ISO 9001:2008 registered and MIL-STD-790F certified.
Optical Cable Corporation, OCC, Superior Modular Products, SMP Data Communications, Applied Optical Systems, and associated logos are trademarks of Optical Cable Corporation.
Further information about OCC® is available on the Internet at www.occfiber.com.
FORWARD-LOOKING INFORMATION
This news release by Optical Cable Corporation and its subsidiaries (collectively, the Company or OCC) may contain certain forward-looking information within the meaning of the federal securities laws. The forward-looking information may include, among other information, (i) statements concerning our outlook for the future, (ii) statements of belief, anticipation or expectation, (iii) future plans, strategies or anticipated events, and (iv) similar information and statements concerning matters that are not historical facts. Such forward-looking information is subject to known and unknown variables, uncertainties, contingencies and risks that may cause actual events or results to differ materially from our expectations, and such known and unknown variables, uncertainties, contingencies and risks may also adversely affect Optical Cable Corporation and its subsidiaries, the Companys future results of operations and future financial condition, and/or the future equity value of the Company. A partial list of such variables, uncertainties, contingencies and risks that could cause or contribute to such differences from our expectations or could otherwise adversely affect Optical Cable Corporation and its subsidiaries is set forth in Optical Cable Corporations quarterly and annual reports filed with the Securities and Exchange Commission (SEC) under the heading Forward-Looking Information. OCCs quarterly and annual reports are available to the public on the SECs website at http://www.sec.gov. In providing forward-looking information, the Company expressly disclaims any obligation to update this information, whether as a result of new information, future events or otherwise except as required by applicable laws and regulations.
(Financial Tables Follow)
Optical Cable Corp. First Quarter 2012 Earnings Release
Page 4 of 5
OPTICAL CABLE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(thousands, except per share data)
(unaudited)
Three Months Ended | ||||||||
January 31, | ||||||||
2012 | 2011 | |||||||
Net sales |
$ | 17,334 | $ | 17,713 | ||||
Cost of goods sold |
11,184 | 11,288 | ||||||
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|
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|||||
Gross profit |
6,150 | 6,425 | ||||||
SG&A expenses |
5,965 | 5,981 | ||||||
Royalty income, net |
(185 | ) | (161 | ) | ||||
Amortization of intangible assets |
33 | 108 | ||||||
|
|
|
|
|||||
Income from operations |
337 | 497 | ||||||
Interest expense, net |
(144 | ) | (150 | ) | ||||
Other, net |
(1 | ) | 31 | |||||
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|
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Other expense, net |
(145 | ) | (119 | ) | ||||
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Income before income taxes |
192 | 378 | ||||||
Income tax expense |
40 | 39 | ||||||
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Net income |
$ | 152 | $ | 339 | ||||
Net loss attributable to noncontrolling interest |
(40 | ) | (63 | ) | ||||
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Net income attributable to OCC |
$ | 192 | $ | 402 | ||||
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Net income attributable to OCC per share: |
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Basic and diluted |
$ | 0.03 | $ | 0.06 | ||||
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Weighted average shares outstanding: |
||||||||
Basic and diluted |
6,288 | 6,259 | ||||||
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Cash dividends declared per common share |
$ | 0.015 | $ | 0.01 | ||||
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MORE
Optical Cable Corp. First Quarter 2012 Earnings Release
Page 5 of 5
OPTICAL CABLE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET DATA
(thousands)
(unaudited)
January 31, 2012 |
October 31, 2011 |
|||||||
Cash and cash equivalents |
$ | 455 | $ | 1,092 | ||||
Trade accounts receivable, net |
9,583 | 10,798 | ||||||
Inventories |
17,682 | 16,497 | ||||||
Other current assets |
3,141 | 3,136 | ||||||
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Total current assets |
30,861 | 31,523 | ||||||
Non-current assets |
13,119 | 13,422 | ||||||
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Total assets |
$ | 43,980 | $ | 44,945 | ||||
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Current liabilities |
$ | 7,108 | $ | 8,197 | ||||
Non-current liabilities |
8,948 | 9,025 | ||||||
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Total liabilities |
16,056 | 17,222 | ||||||
Total shareholders equity attributable to OCC |
28,450 | 28,209 | ||||||
Noncontrolling interest |
(526 | ) | (486 | ) | ||||
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Total shareholders equity |
27,924 | 27,723 | ||||||
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Total liabilities and shareholders equity |
$ | 43,980 | $ | 44,945 | ||||
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###
Exhibit 99.2
THOMSON REUTERS STREET EVENTS EDITED TRANSCRIPT OCC - Q1 2012 Optical Cable Corporation Earnings Conference Call EVENT DATE/TIME: MARCH 12, 2012 / 10:00AM ET
C O R P O R A T E P A R T I C I P A N T S
Andrew Siegel Joele Frank, Wilkinson Brimmer Katcher - IR
Neil Wilkin Optical Cable Corp - Chairman, President, and CEO
Tracy Smith Optical Cable Corp - SVP and CFO
PRESENTATION
Operator
Good morning, my name is Paula and I will be your conference operator today. At this time, I would like to welcome everyone to Optical Cable Corporations first quarter 2012 earnings conference call. All lines have been placed on mute to prevent any background noise. (Operator Instructions) Mr. Siegel, you may begin your conference.
Andrew Siegel - Joele Frank, Wilkinson Brimmer Katcher - IR
Thank you. Good morning, and thank you all for participating on Optical Cable Corporations first quarter fiscal year 2012 conference call. By this time, everyone should have a copy of the earnings press release. If you dont have it, please visit www.occfiber.com for a copy. On the call today with us today is Neil Wilkin, Chairman, President and Chief Executive Officer of OCC. Before we begin, I would like to remind everyone that this call may contain forward-looking statements that involve risks and uncertainties. The actual future results of Optical Cable Corporation may differ materially due to a number of factors including, but not limited to, those factors referenced in the forward-looking statements section of this mornings press release. These cautionary statements apply to the contents of the internet webcast on www.occfiber.com, as well as todays call. Now, I will turn the call over to Neil Wilkin. Neil, please begin.
Neil Wilkin - Optical Cable Corp - Chairman, President, and CEO
Thank you, Andrew, and good morning, everyone. Joining me today on the call at OCCs Roanoke, Virginia corporate headquarters is Tracy Smith, our Senior Vice President and Chief Financial Officer. I would like to begin the call today with a few opening remarks. Tracy then will review the first quarter results for the three-month period ended January 31, 2012 in more detail. After Tracys remarks, we will answer as many of your questions as we can. As is our normal practice, we will only take questions from analysts and institutional investors during the Q&A session. However, we do offer shareholders an opportunity to submit questions in advance of our earnings call, which we have done today. Instructions regarding such submissions are included in our press release announcing the date and time of our earnings call.
Our fiscal 2012 is off to a good startwe delivered another solid quarter of profitability, and are building on the momentum achieved in 2011. We reported consolidated net sales of $17.3 million, with net income attributable to OCC of $0.03 per share during the first quarter of fiscal year 2012. Sales in our commercial markets increased approximately 14% during the first quarter of the fiscal year, compared to the same period last year. However, our consolidated net sales were slightly lower in the first quarter, when compared to the first quarter of fiscal year 2011. This was mainly due to decreases in our specialty markets; in particular, our military and severe duty markets. At this time, we do not believe this is an indication of a trend that will continue for fiscal 2012. You will remember that, historically, OCCs net sales are relatively lower in the first half of each fiscal year than they are in the second half of each fiscal year. For our full fiscal year 2012, we believe, at this time, that both sales and earnings will be higher than last year.
At the end of the first quarter of this year, we have seen an increase in our sales order backlogparticularly for our fiber optic cable products as a result of new business. Generally, OCCs consolidated sales order backlog varies throughout the year between approximately three to four weeks of net sales, or approximately $4 million to $5 million. At the end of February 2012, our sales order backlog was $7.2 million, or approximately five weeks of net sales on a trailing 12-month basis. As a result, at this time, we believe it is reasonably likely that we will see a positive impact on net sales and earnings during the second quarter of fiscal year 2012.
We are encouraged by strong demand for our integrated solutions in the first quarter of 2012, which has positively impacted sales of our enterprise connectivity products.
Last month, OCC launched our new Procyon product offering. Procyon is a new family of structured cabling products featuring industry-leading performance, density, accessibility, and cable management features designed for use in various applications, including data centers. The Procyon family of products offers a complete systems approach, and includes copper and fiber panels with integrated cable management systems, high-density fiber cassettes, cabinets and more. Procyon represents an exciting next step in our product line expansion strategy, under which we are further enhancing our offerings to better serve our customers and end users.
As we move forward in 2012, we are focused on executing our growth strategy, while further improving operations and controlling costs, in order to continue to deliver positive results and long-term value for our shareholders. I also want to highlight that during the first quarter we maintained our solid balance sheet and continued to return capital to shareholders through the regular quarterly dividend, which the Board recently increased by 50% to $0.015 per share. The decision to increase OCCs quarterly dividend demonstrates our confidence in the Companys long-term prospects, as well as our commitment to returning capital to shareholders.
I will now turn the call over to Tracy Smith, our CFO, who will review some specifics regarding our first quarter of fiscal year 2012 financial results.
Tracy Smith - Optical Cable Corp - SVP and CFO
Thanks, Neil. Consolidated net sales for the first quarter of fiscal year 2012 decreased slightly, by 2.1%, to $17.3 million, compared to net sales of $17.7 million for the same period last year. Our sales in our commercial markets increased by approximately 14% during the first quarter of fiscal year 2012, compared to the same period last year. However, decreases in our specialty marketsprimarily military and severe dutyoffset the increase.
Gross profit decreased slightly to $6.2 million in the first quarter of fiscal year 2012, compared to $6.4 million for the first quarter of fiscal year 2011. Gross profit margin, or gross profit as a percentage of net sales, also decreased slightly to 35.5% in the first quarter of fiscal year 2012, compared to 36.3% for the first quarter of fiscal year 2011. Our gross profit margin percentages are heavily dependent upon product mix on a quarterly basis, and may vary based on both anticipated and unanticipated changes in product mix. Additionally, our gross profit margins for our product lines tend to be higher when we achieve higher net sales levels of those product lines, as certain fixed manufacturing costs are spread over higher sales volumes.
SG&A expenses for each of the first quarters of fiscal years 2012 and 2011 were $6 million. SG&A expenses as a percentage of net sales were 34.4% in the first quarter of fiscal year 2012, compared to 33.8% in the first quarter of fiscal year 2011.
For the first quarter of fiscal year 2012, we reported net income attributable to OCC of $192,000, or $0.03 per basic and diluted share, compared to $402,000, or $0.06 per basic and diluted share, for the comparable period last year.
As of January 31, 2012, we had outstanding loan balances of $8.1 million under our real estate loan. We did not have any borrowings on our revolving credit facility; however, we did have an outstanding trade letter of credit of approximately $41,000. The terms of our revolving credit facility specify that letters of credit reduce our availability; but we still had approximately $6 million in available credit as of January 31, 2012.
With that, I will turn the call back over to Neil.
Neil Wilkin - Optical Cable Corp - Chairman, President, and CEO
Thank you, Tracy. Now, we are happy to answer as many of your questions as we can. Paula, if you could please indicate the instructions for participants to call in their questions, I would appreciate it.
QUESTION AND ANSWER
Operator
(Operator Instructions)
Currently, we have no questions.
Neil Wilkin - Optical Cable Corp - Chairman, President, and CEO
Andrew, were there any questions submitted in advance of the call?
Andrew Siegel - Joele Frank, Wilkinson Brimmer Katcher - IR
Yes, Neil, there was a three-part question submitted by a shareholder, Sam Bergman from Bayberry Asset Management. The first question he asked was if you could elaborate on the growth strategy for the next 12 months.
Neil Wilkin - Optical Cable Corp - Chairman, President, and CEO
Okay. Could you read the other two parts of the question, and then we will just go through the whole thing?
Andrew Siegel - Joele Frank, Wilkinson Brimmer Katcher - IR
Sure. So, in addition to the growth strategy over the next 12 months, he also asked about the expense line, and noted that it is higher, and he asked about the increase in expenses, and if there is a six sigma program in place to bring down those expenses? And then for the third part of his question, he asked about can you tell us the interest in beta sites that have used your newly released product, and what kind of revenue do you expect on a yearly basis from this new line?
Neil Wilkin - Optical Cable Corp - Chairman, President, and CEO
Okay. Ill first address the growth strategy portion of the question. Sam, thanks for submitting your question to us. OCC has put in place, over a long period of time, a growth strategy of expanding our product offering to provide a more complete systems approach to our customers and our end users. We started that through the acquisition of SMP Data Communications, and later with the acquisition of Applied Optical Systems, and of course, now with the launch of our Procyon product. And weve gone through a period of integrating those acquisitions, and are working to generate growth based on those additions that weve made, including the most recent addition that we announced last month of our Procyon product line.
We still have other improvements that were making from an operations standpoint also, that we believe will assist in our growth. We have been retooling, during the year, our sales team. Weve made some additions. Weve made some changes, and we believe that is going to positively impact our ability to market the systems approach that we have laid out as our strategy.
Now, when a customer comes to OCC, clearly they can buy the complete system, and what is sometimes called a closed architecture purchase. But OCC also continues to be committed to offering products on an open architecture basis. So, not only do we provide full systems, but we also work well with other providers who may provide other pieces of a product. So, for example, we may have customers or end users that decide that they would like to purchase OCCs fiber optic cable products, or OCCs connectivity products, but to use another manufacturer for another part of their system. And our products easily accommodate those desires of the customer, if thats what they have. I think that kind of covers the growth strategy portion.
Tracy, do you want to talk a little bit about this expense the expense issue?
Tracy Smith - Optical Cable Corp - SVP and CFO
Sure. On an annual basis, we have actually seen a decline in our SG&A expenses as a percentage of net sales since fiscal year 2009, which was the first full fiscal year after our acquisition of SMP. For fiscal year 2009, SG&A as a percentage of net sales was 38.1%. In fiscal year 2010 it was 35.9%, and in fiscal year 2011 it was 34.3%, compared to the 34.4% in Q1 of 2012.
As a reminder, we also include R&D expenses in our SG&A line item and for comparison purposes, SG&A as a percentage of net sales, after deducting our R&D expenses in Q1 2012, was 32.7%, also representing a steadily declining percentage since fiscal year 2009, when it was 36.1%. Were very focused on controlling and reducing costs, but we have also been building the Company for future growth, as Neil just described in his comments about our growth strategy.
Neil Wilkin - Optical Cable Corp - Chairman, President, and CEO
I would add that were not completely satisfied for where we are on an expense standpoint. As Tracy commented, we are looking at additional ways to control our costs. The figures that Tracy has quoted indicate that were doing well at keeping our costs under control. You will also recall that in the fourth quarter, we had a little bit of a spike in SG&A expenses, and that prompted us to further spend some additional time at looking at certain expense items and bringing those back under control. But I think if you look at our first quarter, as Tracy has reviewed, and some of the other quarters, you will find that is substantially being done in the first quarter.
So, I think that covers part two of the question. The third part of the question, Andrew, was what?
Andrew Siegel - Joele Frank, Wilkinson Brimmer Katcher - IR
Sorry, Neil. The third part of the question was can you talk about the interest in the beta sites that have used your newly released product, and what kind of revenue you expect on a yearly basis from the new product line?
Neil Wilkin - Optical Cable Corp - Chairman, President, and CEO
Sure. The Procyon product line were really excited about because we believe that it does fill in some gaps that we previously had in our product offering. Weve had a good response from a number of customers and potential customers. I think it is a little bit too early at this point to anticipate or guess what that impact is going to be on our future sales results. We have said previously, and/or will be saying in our Q when that gets filed in the next day or two, that our enterprise connectivity sales have shown some additional strength recently. And we believe thats attributable to the systems approach that people are looking at, and also seeing our Procyon product as having folks take a look at OCC for their connectivity needs, where maybe otherwise they might not have thought of OCC to fulfill those needs. So, Im really excited about the response so far. Were not at the point, at the moment, where we can say what the impact is going to be on our sales, per se. But still optimistic that its going to be a positive contributor to OCC.
Were there any other questions, Andrew?
Andrew Siegel - Joele Frank, Wilkinson Brimmer Katcher - IR
Thats all we got in advance from individual shareholders. I guess we will turn it back over to the operator to see if there is any other questions from analysts.
Operator
(Operator Instructions)
Once again, we have no questions. Are there any closing remarks?
Neil Wilkin - Optical Cable Corp - Chairman, President, and CEO
Thank you, Paula. I would only like to say that I appreciate everyones interest in Optical Cable Corporation, and participating in the call today. Look forward to speaking to you next quarter.
Operator
Thank you. This concludes your conference. You may now disconnect.