Andrew T. Molson - Chairman, Member of Nominating Committee and Member of Class A-M Nominating Subcommittee
Peter H. Coors - Chairman, Chairman of Executive Committee, Chairman of Governance Committee, Chairman of Adolph Coors Company and Director of Adolph Coors Company
Samuel D. Walker - Chief People & Legal Officer and Secretary
Peter S. Swinburn - Chief Executive Officer, President and Director
Molson Coors Brewing Company (TAP) Annual Shareholder Meeting May 29, 2013 11:00 AM ET
Andrew T. Molson
[French] Welcome to Montréal. Welcome to the 9th Annual Meeting of Shareholders of Molson Coors Brewing Company. We also welcome, today, everyone that is participating in our annual meeting via webcast.
Long before we merged in 2005, Molson and Coors were each great North American brewers, with their own long and wonderfully storied history of brewing families and of passionate employees and of course, great beer, great tradition, great brand and family histories that we can always count on and we will always have, going forward. But the Molson Coors we created in 2005 was more than the sum of our illustrious past. We created a Molson Coors with a talent for innovation, a deep desire to grow and an eye on the future. The goal of our merger of equals in 2005 was to create a new global brewer equipped to face a wide range of challenges and opportunities in both North America and the global brewing industry.
In many ways, we have achieved that goal. The Molson Coors we created is a vibrant young company, a platform for future growth in an increasingly tough competitive global industry. As we know, today, our industry faces many challenges and that is why more than ever, it's important that we continue to explore new ways to excite our drinkers and introduce them to new ways of thinking about beer and beer occasion. But great challenges are nothing new around here. [French] John Molson was a young man, full of energy and ambition. When he arrived in Montréal at the age of 18, nothing could stop them because he had a vision, a vision for the future, and he had all the energy of his youth to propel him forward.
John Molson, our founder, was unstoppable. He had a vision for the future and he had the usual energy to drive him forward and the company. He built Canada's first brewery. He learned how to use the St. Lawrence River ice to meet the growing demand for his beer. It gets cold here sometimes. And he partnered with others to build a railroad to take his product to faraway markets. Every generation of our family and of the Coors family shared that kind of drive, and we still do and will continue to. Like John Molson, our founder, Pete Coors and Eric Molson have been unstoppable. And in 2005, and in deep throughout their careers in brewing, they clearly demonstrated their commitment to try new ways and to grow, and sometimes, a great risk to the status quo. So I'm honored today to have my father, Eric, our founding Chairman of this company, here today with us. Thank you, dad, for coming and it's great to have you here.
The next generation of Molson and of Coors share this passion for growth. We are committed to innovation, to finding new markets for our brand and to building a prosperous future for this company and all of our stakeholders.
In the last 8 years, we have pursued this dream with vigor. We have become strong competitors in the United States through our MillerCoors joint venture. We are building our markets in Asia and in Central Europe both through acquisition and organically. So we've accomplished a lot, and including the last year. [French] Peter Swinburn and his leadership team have given us solid leadership during all these years with some headwinds at times, and they deserve all the credit, all our support, and our recognition for a job well done, and I want here to restate our confidence at Swinburn and his team. So -- and his entire team have provided strong firm leadership to the past years, facing the challenges and pursuing our global strategy. They, of course, deserve full credit for -- from us, and we appreciate a job well done, and I want to reiterate our confidence in him and his team.
An important aspect of this merger of equals is that we change our chairmanship every 2 years. Following today's formal meeting, the chairmanship will rotate back to Pete Coors, who becomes the Chair of Molson Coors -- Chair of the Molson Coors Board for the next 2 years. [French] It was a real honor to serve as Chairman of the Board for this wonderful company over the last couple of years -- served this great company as Chairman during the past 2 years.
There were many highlights that I could focus on, but one accomplishment that I'd like to call attention to is the progress we have made in the area of corporate responsibility, and we saw a little bit of that on the video. The progress we've made over the last 2 years, and this is something that we are all very proud of, our corporate responsibility efforts are really an extension of our overall business performance and very important to our enduring success as a sustainable company. We are especially pleased that Molson Coors Brewing Company was selected as the Global Beverage Sector Leader in the Dow Jones Sustainability Index this past year, where we had lots of competition for this honor.
As I look back at the last year, both as Chairman and as a committed shareholder of Molson Coors, I feel very confident that the future will give us many more reasons to raise our glass in celebration. I am also excited about the many more chapters that we will write in the Molson Coors story as we pursue our goal to become a global brewer, while always remaining true to our core value.
With that in mind, I would like to take this opportunity to thank our Board of Directors for their support and total engagement in this business. [French] I would also like to take this opportunity to thank our Board Directors and employees, our employees for their confidence in us, in our strategic decision-making, and all of them had been very committed throughout the last year. Finally, I would like to thank Pete Coors, his daughter, Christi, my brother, Geoff, for their continued dedication to Molson Coors. As long-term shareholders, our 2 families offer a unique perspective on the affairs of Molson Coors. We are, as I just said, long-term shareholders with a perspective on our history and who remain committed to our future.
And at this point, I'd like to ask Pete to come up and say a few remarks before we get started with the official proceedings. [French]
Peter H. Coors
[French], Andrew. Thank you, Andrew. Thank you all for coming. Welcome to our AGM here in Montréal, and we can't tell you how much we appreciate your interest in not only this meeting, but in our company.
Now getting ready for this meeting, I've learned that both of our ancestors started their brewery, then to build railroads, which I think is indicative of the ingenuity and efforts that they've put in to building their breweries. There's no question that we come -- both families come from long lines of visionaries and creative problem-solvers. And that's what I think gives me so much faith as we look forward to the challenges that's laid before us.
Now more than ever, we must be leaders not only of great brewing company, but also at the category of beer. We must be committed to energetic -- to be an energetic ambassadors of beer, and we will be the innovators and we will lead the way by continuing to define the definition of great beer. It's about doing things right, brewing, packaging and shipping the best product possible.
And back in 1873, there perhaps would have been easier places to build a brewery than Golden, Colorado, but my great grandfather established the brewery on -- at the foot of the Rocky Mountains and he did that because he found there the water that would enable him to brew great beers. It wasn't easy, as it wasn't easy for John Molson. They started very small, but they are committed to satisfying the -- their customers with a great product. And that's why today, in the face of the adversities and challenges facing us, I also know we've never been presented with more opportunity and I can basically say, it's just up to us. We may not always take the easy road, and one might say, when the tough -- going gets tough, the tough build railroads. Now rather than railroads, we build new and better beers and packaging. And for that, we once again come out ahead stronger than ever. This indeed is an exciting time for our company. We have a talented and capable management team, and I look forward to seeing how this team leads the expansion and growth of our business and long-term interest of all of our shareholders.
We should all be proud of what we've accomplished, and I am confident that we will be proud of what we accomplished in this year ahead of us. From our employees across our operations to our Board of Directors, our success rests on the passion, loyalty and dedication of our people. It's the rare -- it's rare to find such high levels of commitment, is demonstrated in our people surveys year-over-year. And we are proud and grateful for these qualities, and our people and the performance they deliver day by day.
Andrew, I want to express my appreciation for your leadership which you have given to the company in the last couple of years as our Board Chairman, and express my appreciation for the strong relationship that exists between our family and the Molson family, and I couldn't be more happy. And with that, I'll turn it back to you.
Andrew T. Molson
Thanks, Pete. For now it's time to formally open the business portion of this meeting. And let me begin by introducing the individuals who are seated at -- with Pete Coors and myself, at this table.
To my left, there's Peter Swinburn, President and Chief Executive Officer and of course, a member of our Board of Directors. To his left is Gavin Hattersley, Chief Financial Officer. And to Gavin's left is Sam Walker, Chief Legal and People Officer and Corporate Secretary, who will act as Secretary of this Annual Meeting.
Now I'd like to introduce the other members of our Board of Directors who are present this morning. I'd like to ask them to stand and be recognized as I call their name: Dr. Francesco Bellini; Christi Coors Ficeli; Brian Goldner; Franklin Hobbs; Geoff Molson; Iain Napier; Roger Eaton; Charles Herington; Douglas Tough; and Louis Vachon. Thank you. We have a great Board. We also have here today with us, Eric Jacobsen and Bird Crawford [ph], representatives from PricewaterhouseCoopers, our independent-registered public accounting firm. They will be available to respond to questions and may make a statement, if they so desire.
Now on to today's business. We would like to wrap up this meeting no later than 12 noon, if possible. And here's how the meeting is going to follow -- flow. First, I'd like to assure you that we will cover each issue adequately and give as many people as possible an opportunity to speak, if they so desire. We welcome you all, but only shareholders or their proxies are authorized to address this annual meeting. I will explain how we will handle comments from the floor in a couple of minutes. There are 4 matters that we will vote on in this meeting, and each of the proposals will be presented individually. Once all the proposals have been presented and the business portion of the meeting has been concluded, I will conduct a question-and-answer session, where there will be additional time for you to return to one of those proxy issues already raised, if you still wish to do.
Here's how we'll conduct comments to the 4 proposals in the question-and-answer session. If you would like to make a comment or have a question for us, please make your way to the microphone and form a single line. When it is your turn to speak, I will recognize you. Please introduce yourself and whom you represent, if you are proxy. [French] When it will be your turn to speak, I will let you know and at that point, please introduce yourself and who it is that you represent, if you are a delegate, and address all of your questions to the Chair. I'll answer your question or if necessary, ask one of my colleagues to respond where appropriate. And one final point, if you need a ballot, please raise your hand now.
However, please note, that you do not need a ballot if you have already voted unless you wish to change your vote. I apologize for the confusing. If you own your shares in street name and gained admittus [ph] to the meeting with a legal proxy, you should have been issued a ballot at that time. Please also note that if you own your shares in street name or are our proxy for a street name holder and do not have a legal proxy, you cannot vote in person also. If you are a holder of exchangeable shares, you cannot vote in person. The polls will be open until the end of the business portion of the meeting, at which time, all the ballots will be collected. I'll ask now, ask Sam Walker to please present the Secretary's report.
Samuel D. Walker
Thanks, Andrew. Broadridge Financial Solutions has provided the company a written affidavit confirming that the notice for this annual meeting and its related proxy statement were mailed beginning April 12, 2013 to all shareholders of record, as of April 1, 2013. Our inspector of election, also from Broadridge, advised us that we have a quorum with respect to both Class A shares and Class B shares as follows: About 94% of the total Class A shares eligible to vote are present in person or by proxy; and about 78% of the total Class B shares eligible to vote are present in person or by proxy.
Andrew T. Molson
Thank you very much, Sam. The polls are now open and will remain open until the end of the business portion of this meeting. And again, as a reminder, there are 4 matters to be voted on at this meeting. The first matter is the election of Class A Directors and of Class B Directors. The second is the ratification of the appointment of our auditor for the year. The third is to seek an advisory vote to approve named executive officer compensation. And lastly, we will consider an amendment to our restated certificate of incorporation. Sam, could you please present the first matter to be voted on.
Samuel D. Walker
The first matter to consider is election of Class A Directors. The company's by-laws require that each director stand for election each year. The holders of Class A shares, as of the record date, are entitled and are being asked to vote for the election of these Directors. The following individuals have been nominated for election as Class A Directors for 1-year term, expiring in 2014: Francesco Bellini; Pete Coors; Christi Coors Ficeli; Brian Goldner; Franklin Hobbs; Andrew Molson; Geoffrey Molson, Iain Napier; Peter Swinburn; Douglas Tough; and Louis Vachon.
Andrew T. Molson
Thank you, Sam. Is there any discussion on this matter? Thank you. Now Sam, will you present the election of our Class B Directors, please?
Samuel D. Walker
The company's by-laws require that each Class B Director stand for election each year. The holders of Class B shares, as of the record date, are entitled and are being asked to vote for the election of these Directors. The following individuals have been nominated for election as Class B Directors for 1-year term, expiring in 2014: Roger Eaton; Charles Herington and Sanford Riley.
Andrew T. Molson
Thank you, Sam. Is there any discussion now on this matter? Thank you. Now we will move on to the next matter. Sam, will you please present the second proposal?
Samuel D. Walker
Our Audit Committee has appointed the firm of PricewaterhouseCoopers LLP to serve as the company's independent-registered public accounting firm for this fiscal year, and we ask the Class A shareholders, as of the record date, for their ratification of this appointment.
Andrew T. Molson
Thank you, Sam. Is there any discussion on this matter? Thank you. So we will now move on to the next matter. Sam, could you please present the third proposal?
Samuel D. Walker
The Board of Directors is asking the holders of Class A shares, as of the record date, to approve on an advisory basis, the compensation of its named executive officers.
Andrew T. Molson
Is there any discussion on this matter? Thank you. Now we will move on to the next matter. Sam, could you please present the fourth proposal?
Samuel D. Walker
The Board has declared advisable and now recommends the holders of Class A shares and Class B shares, as of the record date, approve a proposed amendment to the company's restated certificate of incorporation. The amendment will allow the holders of our Class B shares to vote together with the holders of our Class A shares on any proposal, to approve the compensation of the company's named executive officers, on an advisory basis, beginning with the 2014 Annual Meeting.
Andrew T. Molson
Is there any discussion on this matter? Thank you. The polls are now open for voting. Until the polls close, any shareholder may revoke or change his or her prior vote on any matter. However, upon the closing of the polls, no ballots, proxies or votes, nor any revocation or changes will be accepted. If anyone needs a ballot, please raise your hand, and we will see that you get a ballot. And if you've already voted, your proxy by mail or on the Internet, there is no need to cast another ballot unless you wish to change your previous proxy vote. The Proxy Committee, consisting of Mr. Sam Walker and Peter Swinburn, will vote your shares as indicated on the proxy you have submitted to us. Before I close the meeting and move to a report from our CEO and address the question-and-answer period, I would like to ask Sam for the preliminary vote this morning. Do you have a preliminary vote, Sam?
Samuel D. Walker
I do. Let me go ahead with that. The inspector of election reports that each nominee for election as Class A Director has received a sufficient number of votes cast in favor of their election. Therefore, all of the Class A Director candidates have been elected to serve as Directors until 2014. Each nominee for election as Class B Director has received a sufficient number of votes cast in favor of their election. Therefore, all of the Class B Director candidates have been elected to serve as Directors until 2014. The management proposal on the ratification of PricewaterhouseCoopers, as the company's independent-registered accounting firm, has been approved with a sufficient number of votes in favor. The proposal of a nonbinding advisory vote to approve the compensation of named executive officers has received a sufficient number of votes in favor. And finally, the proposal of an amendment to the restated certificate of incorporation has received a sufficient number of votes from the holders of the Class A shares and the holders of the Class B shares, each voting as a separate class in favor.
Andrew T. Molson
Thank you, Sam, and thanks to all of you for voting. And please raise your hand if you have a ballot and someone will collect it. Anybody who is voting presently today, it will be just -- these are just preliminary results. They will be tallied this afternoon. We now seem to have all the ballots, and since all those desiring to vote by ballot has done so, I hereby declare the polls closed. Is there any further business properly brought before this meeting? If not, I'll close the business portion of this meeting, and I'll ask Peter Swinburn, our CEO, to share his view on the state of our business. Peter?
Peter S. Swinburn
Thank you, Andrew. Good morning, everybody. Thanks for joining us today. Before we start, I have to share some Safe Harbor language. Our presentation today contains forward-looking statements within the meaning of the U.S. Federal Security Laws. Important factors that could cause actual results to differ materially from the company's projections and expectations are disclosed in the company's filings with the Securities and Exchange Commission. Also, the presentation includes certain non-GAAP performance measure. A reconciliation of these measures to the nearest GAAP measures is available on our website.
For the full year 2012, the biggest news was the acquisition of our Central Europe business, which we expect to strengthen our company, enhance our growth profile and increase shareholder value in the years ahead. We have begun implementing plans to capture synergies, leverage best practices and pay down debt related to buying this new business.
This acquisition helped our 2012 worldwide volume grow by 14%, net sales by more than 11% and underlying earnings per share by 4%. Additionally, Molson Coors generated $865 million of underlying free cash flow, up nearly 40% from 2011. Total debt at the end of 2012 was $4.67 billion, and cash and cash equivalents totaled $624 million, resulting in a net debt of $4.04 billion.
In Canada, during 2012, we achieved profit of pricing and brand mix, and in the U.S., Coors Light significantly outperformed the premium light segment and posted its 8th consecutive year of growth. We also purchased the Crispin Cider Company, which gives us brands in the fast-growing U.S. cider category.
In a very challenging U.K. beer market, we now have 2 of the fastest-growing premium brands in Coors Light and Doom Bar. In Europe, we delivered a strong competitive performance in a tough trading environment, with market share and pricing growth in all of our major markets, with the exception of the U.K. and Romania. The restructuring to combine our U.K. and Ireland businesses with Central Europe has gone smoothly, enabling additional European cost savings to be delivered this year.
Our International business drove improved financial performance in the fourth quarter, as it began liquidating its underperforming China joint venture, restructured its Coors Light businesses, invested in China and improved performance in Japan, and integrated Central Europe license for an export business. The Central Europe integration has gone well. We're on schedule to capture the committed $50 million of related synergies, and we are leveraging important processes and commercial learnings from this business, globally.
The addition of this business provided more than $70 million of pretax earnings accretion in 2012 on an underlying basis, and net of related interest expense. Beyond our growth pillars, we have consistently said that in addition to growing our brands, we would aggressively drive costs out of our business. In 2012, our Resources for Growth program delivered $74 million in savings, allowing us to close out this 3-year program with total savings of $200 million, which is $50 million higher than our original goal. Our shares of MillerCoors results added another $46 million of cost savings during the year. And finally, as Andrew mentioned earlier, in the area of corporate social responsibility, Molson Coors was selected as the 2012/2013 Global Beverage Sector Leader in the Dow Jones Sustainability Index, which is a leading global benchmark of sustainability amongst global corporations.
Against this canvas, we have and will continue to follow our strategy of maximizing profits in our developed markets, diversifying our revenue streams by accelerating our growth in new and emerging market, and capitalizing on M&A opportunities that generate attractive returns. I believe we've made significant progress since introducing this strategy a few years ago.
Growth opportunities exist across our core businesses, as long as we continue to invest behind our power brands, deliver consumer excitement and interest through value-added innovation, accelerate our current success in the above-premium category. And in our developed markets, we have to build scale with our brands and successfully integrate our new acquisition in Central Europe. At the same time, we continue to take a hard look at our cost structure. Following the successful RFG programs, we believe that there's still ample opportunity to reduce our cost base, and we are currently developing these initiatives. This combination of focus on cost, combined with investment behind brands and innovations, the right mix for the business.
Let me just walk you through the strategic priorities. First, investing behind our power brands. Premium and premium light beers represent, far and away, the biggest profit pulls in our developed markets. They account for nearly 60% of our worldwide volume, and an even higher percent of our profit. As such, we believe growing these brands, more than anything else, will have the biggest impact on our business.
In terms of overall performance, the premium light segment in the U.S. has been challenged recently. However, Coors Light continues to lead the overall segment, based on its clear relevant brand proposition. In fact, 2012 was Coors Light's 8th consecutive year of volume growth in the U.S. We launched the It's Miller Time campaign in March, with support from new advertising copy, packaging innovation and multicultural efforts. We're also activating strongly against the iconic on-premise bottle.
In Canada, Coors Light continues to be the #1 beer brand, with market share more than doubling since the year 2000. We continue to invest behind the brand and related innovations to maintain its leading position with beer drinkers in Canada. We've worked hard to reposition and grow the Molson Canadian brand over the past few years, and have built a consistent theme around it. From brand promise to associated sponsorship, supported by the rollout of Molson Canadian Wheat and Canadian Cider, the Molson Canadian trademark is now extremely healthy.
Carling, the UK's #1 selling lager, also underwent a repositioning last year. The brand generally performed in line with the market, supported by new creative, as well as the launch of Carling Zest. We wanted a value-added innovation. Innovation is essential to our growth strategy because it allows us to do 2 things: when done on existing brands, it helps to keep them relevant by sharpening our advertising, reinforcing brand equities, encouraging trial, and providing talk value amongst loyal consumers. It can also help us drive positive pricing in market share, as we have done with Coors Light. Secondly, it allows us to leverage the growth of the total alcohol category, by meeting evolving consumer tastes and new occasions. Innovation is a key driver to getting revenue growing. And it will remain key to our purpose of challenging the expected, to deliver extraordinary brands that delight the world's beer drinkers. The above-premium and Craft segment, while still small, continues to experience tremendous growth across our market. Here, again, we are very well-represented by leading brands at the top end of the market, as well as dedicated marketing and sales organizations that fulfill to drive our brands within the segment.
In the U.S., Tenth and Blake is America's largest Craft brewer. Last year, it grew at double-digit rate. Blue Moon Belgian White is America's best-selling Craft brand, and captures more than 10% of the overall Craft volume in the United States.
In Canada, Six Pints is focused on marketing and selling our distinctive Creemore Springs and Granville Island Craft brands, as well as other new above-premium introductions. We now have a compelling portfolio of above-premium brands in Canada that captures more than 35% of the above-premium segment.
And in Europe, we have been building up our super premium and cask portfolio. While we are pulling all the growth levers in our developed markets, we also recognize the need to further accelerate our growth elsewhere, especially in developing markets, as the second pillar of our strategy.
I will talk more specifically for our new business in Central Europe in a minute, but I want to take a moment to talk about our progress within Molson Coors International, which is focused on expanding our brand presence, specifically in emerging markets. I'm pleased to say that over the past few years, Molson Coors International has nearly doubled in size, while reducing its investment [indiscernible] to by more than 20%.
During the second quarter last year, we financed and closed the acquisition of Molson Coors Central Europe. We purchased the business for EUR 2.7 billion, the equivalent of USD 3.4 billion. In pro forma U.S. GAAP, this represents a multiple of 10.8x 2011 underlying EBITDA. This is a very reasonable multiple for business with a good long-term growth profile, and we expect it to be earnings accretive in the first full year of operation. This transaction is entirely consistent with our strategy of enhancing our growth profile of our company, and will deliver on the stated goal of only pursuing M&A opportunities that deliver attractive returns over the medium term of 3 to 5 years.
As you will see, we have the #1 brand across more than half of the markets, with strong positions in the remaining markets. In addition, through Staropramen, we gained a high-quality Czech pilsner beer from the heart of golden Prague, the city with more than 1,000 years of brewing tradition. We now own the right to Staropramen worldwide, which is currently sold in 30 countries.
Even with our strong existing brand positions, we see opportunity to further increase our market share by leveraging our proven strength in brand-building and packaging innovation. In the coming years, we will also be exploring opportunities to move into the above-premium segment, which is still developing, and at this point, only accounts for 10% of total beer volume.
The Central European economies have been volatile in the past few years, but the long-term economic outlook is positive for this region. And despite recent macroeconomic weakness, productivity gains, export growth expansion of the middle class and increased consumer spending are all expected to drive regional GDP growth over the medium to long term. I should outline this morning, we continue to be very confident about our strategy of developing growth across all of our markets. Our primary focus remains on the first of our growth pillars, as we continue to invest in our core brands, fill our innovation pipeline and strip out more costs from our core market. And to support the long-term health of our business, we continue to accelerate our growth in developing markets and capitalize on smart M&A opportunities, as we have done with Molson Coors Central Europe. Most importantly, we have a solid track record of delivering on our commitments, whether it has been on generating significant cost savings, investing behind our brands and delivering exciting innovation to the marketplace, or capitalizing on M&A opportunities.
Looking forward, we will continue to be focused on growth, cost management and disciplined high return use of cash, and to delivering sustainable long-term value to our shareholders.
On behalf of the whole Molson Coors leadership team, I want to thank you for your time today. And at this point, I'd like to turn it back to Andrew. Andrew?
Andrew T. Molson
Thank you, Peter. We'll now go on to the Q&A session, so the question-and-answer session. Are there any questions or comments regarding the general affairs of the company right now? It does not appear to have a question in the room. We will bring this annual meeting to a close. I'd like to thank you all for coming. I hope you all join us outside in the bar area for a light snack and hopefully, a great beer if you feel like it. [French] And so, I'd like to invite you to join us next door for a good beer, homegrown, and I'd like to -- thank you very much.
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