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China Sunergy Co., Ltd. (NASDAQ:CSUN)

Q4 2009 Earnings Call

March 11, 2010 8:00 am ET

Executives

Peter Schmidt – IR, Financial Dynamics

Siegfried Yi Chou Hsu – CFO

Alex Ghian [ph] – Senior Manager of Strategic Planning Department

Zeny Xu [ph] – Director of Accounting and Corporate Finance

Analysts

Paul Clegg – Jefferies

Lu Yeung – Bank of America

Rob Stone – Cowen & Company

Amy Young – Macquarie

Operator

Good day, ladies and gentlemen, and welcome to the fourth quarter 2009 China Sunergy earnings conference call. My name is Anita and I will be your operator for today. At this time, all participants are in listen-only mode. We will have a question-and-answer session towards the end of the conference. (Operator Instructions) As a reminder, this conference is being recorded for replay purposes. At this time, I would now like to turn the call over to Mr. Peter Schmidt of Financial Dynamics. Please proceed, sir.

Peter Schmidt

Thank you, and welcome to the call today. Before we continue, please note that the discussion today will include forward-looking statements made under the Safe Harbor Provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements involve inherent risks and uncertainties. As such, our results may be materially different from the reviews expressed today.

A number of potential risks and uncertainties are outlined in our public filings with the SEC. China Sunergy does not undertake any obligation to update any forward-looking statements, except as required under applicable law.

As a reminder, this conference is being recorded. With that, I'd like to turn the call over to the CFO of China Sunergy, Siegfried, please go ahead.

Siegfried Yi Chou Hsu

Thank you, Peter, and welcome everyone to our fourth quarter and full year 2009 conference call. Unfortunately, our CEO, Mr. Allen Wang, is unable to join us today. But joining me on the call is our CTO, Dr. Zhao; Zeny Xu [ph], our Director of Accounting and Corporate Finance; Marcus Chen [ph], the Senior Manager of Investor Relationship Department; and, Alex Ghian [ph], the Senior Manager of Strategic Planning Department.

I will start by reviewing our results before turning it over to Alex who will run through our financials. Owing [ph] that, I'd like to discuss some of the strategic initiatives that China Sunergy will be pursuing in the coming year. We entered 2009 in the midst of uncertain economic environment, which was directly impacting the solar sector and our company's performance.

Although we were unable to fully overcome the difficult first half of the year resulting in weaker revenues and bottom line full year results, the dedicated focus on cost control, technological innovation, and sales efforts, we began to demonstrate steady improvement towards the end of the year. We reached the high end of our shipment guidance by shipping 74.3 megawatts and 194 megawatts of solar products in the fourth quarter and full year, respectively, making – marking an increase of 427% from the troubled quarter a year ago, and 36.6% rise from this quarter.

Despite (inaudible) shipment of jackets, China Sunergy's gross margins were lower than expectations. Although the 10.7% gross margin for the fourth quarter will show an improvement from the 10.2% last quarter, we were unable to achieve the expected (inaudible) gross margin for the quarter. This was largely a function of decreasing pricing as well as product mix and the continual need for improved production efficiency.

Additionally, despite reporting an annual and quarterly gross profit along with a significant bad debt provision, these declines contributed to China Sunergy's reported loss for the fourth quarter and full year. Although we are not satisfied with these bottom line results, we do want to point out that if we look at the results of our ongoing operations with other various one-time items, we would have, in fact, be profitable for the fourth quarter. In short, if they (inaudible) of ongoing operations, our profit will – and we will continue to refine this in the coming quarters while looking to reduce costs and return China Sunergy to profitability.

We realized to achieve this, China Sunergy must improve across a variety of items, and we are enhancing our production and management execution. We are also exploring several strategic options, including potential downstream capabilities to ensure we deliver the best possible products through our diverse client base while building shareholder value.

To fully realize the benefits of this flexible development strategy, China Sunergy has started to implement critical adjustments within our manufacturing. First, we have engaged experts from the semiconductor sector to further optimize our production systems while streamlining operations. This will provide China Sunergy with better throughput rate and year rate performance. Secondly, we have initiated product design and profits improvements. When combined with the review of – on our wafer raw materials purchase policy, we expect this will give China Sunergy a lower cost structure by the second half of 2010. Finally, we are starting to experience the benefits of high utilization rates and economies of scale, which are making China Sunergy's manufacturing costs per watt within high efficiencies from large panel products more competitive compared to our peers. These are all (inaudible) moments, which are currently in place and will contribute to our improved performance and results in 2010.

Before I go into further details regarding additional strategies, I'd like to turn the call over to Alex for a brief review of our financial results.

Alex Ghian

Thank you, Siegfried, and hello, everyone. I'm going to briefly discuss our fourth quarter and full year 2009 results, which are denominated in US dollars and have been prepared under US debt.

Revenue was $97.6 million in the fourth quarter, a significant decrease year-over-year given an improved operating environment and higher shipment volumes. Total revenue for the year dropped to $284.9 million, due largely to the continuing price declines experienced throughout the solar industry.

Gross profit increased $10.4 million for the quarter as a result of higher revenue, with a gross margin of 10.7% for the quarter. While this was a slightly higher – this was slightly higher than last quarter, our cost reduction was largely offset by decline in pricing, resulting in lower than expected gross margin for the quarter. Gross profit and gross margin for the year was $16.6 million and 5.8%, respectively.

Blended ASP was $1.26 per watt for the fourth quarter and $1.36 per watt during 2009. The continued drop in ASP was largely a result of the impact of various macroeconomic conditions experienced during the year.

Turning to the cost side, the fourth quarter of 2009 wafer costs declined to $0.80 per watt as we continued to purchase raw materials on the spot market, resulting in overall 2009 wafer costs declining to $0.95 per watt. Other production costs, which mainly consists of other raw materials, labor depreciation, and utilities were $0.25 per watt in the quarter, mainly due to the increased production volume and careful cost controls. The fourth quarter costs provides well below the $0.29 per watt reported for the full year 2009, and demonstrates good promise towards our goal of $0.22 per watt discussed previously.

SG&A expense in the fourth quarter was 2009 – of 2009 was $10.7 million, including the one-time charge of $4.9 million for (inaudible) PRC account. Excluding the one-time charge, operating profit for the quarter was $3.8 million. SG&A expense for the year was $27.4 million. This resulted in China Sunergy reporting a net loss for the quarter of $2.5 million.

Although a result of many factors, our move into a loss column [ph] for the quarter was certainly largely impacted by the bad debt provision as discussed previously. Net loss for the year was $9.8 million, a significant improvement from the $22.9 million a year ago.

Looking at our balance sheet, as of December 31st, 2009, the company had cash and cash equivalent of $123.9 million, and we reported a net operating cash in-flow of $19.4 million for the quarter. This compares to a net operating cash out-flow of $16.5 million in the third quarter of 2009. We continue to maintain a strong balance sheet and are fully capable of funding our ongoing operations and any future business plans.

Looking forward, we believe that China Sunergy's first quarter shipments will be between 68 megawatts to 75 megawatts, with business conditions resulting to gross margins of between 12% to 14%. For the full year 2010, the company expects to ship 280 megawatts to 350 megawatts of solar products.

Thank you. And I will now turn the call back to Siegfried.

Siegfried Yi Chou Hsu

Thank you, Alex. As I mentioned before, China Sunergy is examining a number of strategies to refine our processes over the coming quarters and to help us achieve the guidance we have provided. Indeed, regarding manufacturing, we have already identified several potential process improvements, which we believe will help improve our yield by 3% to 5% over the next six months.

To leverage China Sunergy's technological intellectual property, we expect to further focus on the manufacturing of specialized large panel and high conversion rate products. To secure the downstream market for these products, we will look to strengthen strategic relationships with module makers and system integrators, especially those based in China given the industry trend towards greater labels of module production in China.

We also plan to proceed with a more aggressive pricing policy to penetrate emerging markets such as Eastern Europe. To avoid margin contraction and provide true value added services to customers such as system integration and product design, China Sunergy is considering a more comprehensive move into the downstream market, which will transform China Sunergy into a true solutions provider. We believe in this opportunity given the success we have seen from the utilization of all solar sales by all our (inaudible) OEM margin partners.

Complementing those efforts, we will pursue strategic alliances with a variety of upstream partners and settle straightforward with our supply contracts. This is expected to control the raw material costs and to simplify supply chain processes, while decreasing unnecessary managerial costs with the goal of reducing conversion cost to $0.22 per watt, continuing the progress we have seen in bringing costs down to the current $0.25 from $0.29 a year ago.

Although China Sunergy executed effectively during 2009, we did not achieve our performance goals and really manage our significant potential for improvement. We have recognized both opportunities and challenges lined up ahead of us. And we have implemented important processes while (inaudible) effective strategies, which will result in a more successful 2010 for our company.

This concludes our prepared remarks. And we would like to open the call for questions. Operator?

Question-and-Answer Session

Operator

Thank you. (Operator instructions) Your first question comes from the line of Paul Clegg with Jefferies. Please proceed.

Paul Clegg – Jefferies

Hi. Good evening, gentlemen. Thanks for taking my question. Can you give us more details on the bad debt expense, who that customer was, what happened? Are you still shipping to them? I’m just trying to get a sense of why you weren’t getting paid. Hello?

Siegfried Yi Chou Hsu

Yes.

Paul Clegg – Jefferies

Okay.

Siegfried Yi Chou Hsu

Yes.

Paul Clegg – Jefferies

I’m sorry, could you hear my question?

Siegfried Yi Chou Hsu

Zeny?

Zeny Xu

Okay. This is Zeny. Actually this is accounts receivable we delivered to the customer, maybe in 2008. But because of the worse financial position of the company, so we provided poor provision at the year-end.

Paul Clegg – Jefferies

Okay. Is this company still in business? Are they still operating?

Siegfried Yi Chou Hsu

Is the company still operating?

Zeny Xu

Yes, but the financial position of this company is not that good, so we don’t expect it – to get too much return.

Paul Clegg – Jefferies

Okay. I’m sorry, if I understood correctly, the receivable was on the books from 2008?

Zeny Xu

Yes.

Paul Clegg – Jefferies

Okay. And it’s just being written off now. I guess it makes me want to ask the question, is there any other long-dated receivable on your books that you’re concerned about here that you haven’t yet made provisions for?

Siegfried Yi Chou Hsu

Yes, I think there’re no more long-term receivables like this.

Paul Clegg – Jefferies

Okay. And this was just one customer, is that correct?

Siegfried Yi Chou Hsu

Yes, that’s right.

Paul Clegg – Jefferies

Okay. And you talked about the potential downstream capabilities. And I just wanted to clarify, do you mean that you’ll go more into manufacturing modules or do you actually intend to getting into development of projects? And if so, I’m assuming that you’re talking about in China. Maybe you could talk a little bit more about the plans there.

Siegfried Yi Chou Hsu

Yes, I think everybody knows that for this state of cost of issue, a lot of European companies are losing their market shares, right? So sure, there would be more and more competitive module makers emerging in China. We would like to penetrate those major markets while this competitive module makers, basically, maybe based in China because of the industry cluster effect. Yes, we would like to leverage that trend. But the point is that to leverage these kinds of strategic relationships, the final goal is still to penetrate the major market, no matter in Europe or in the United States.

Paul Clegg – Jefferies

So if I understand correctly then, you’ll be doing more OEM-type relationships for European companies in order to get yourselves into modules? They're going into Europe. I’m sorry. I’m not following exactly what the strategy is.

Siegfried Yi Chou Hsu

I would not just restrict to OEM module makers, maybe some other own brand module makers.

Paul Clegg – Jefferies

Okay. So you may actually–

Siegfried Yi Chou Hsu

Yes.

Paul Clegg – Jefferies

Okay. And you talked about being more aggressive on pricing. Can you give us a sense of what your pricing outlook is in both the first quarter, and then I know it’s more difficult as you move throughout the year? But as you go through 2010, what are you expecting for it to happen to ASPs?

Unidentified Participant

Probably just that. I will suggest we will – on anybody’s problem be (inaudible). Firstly alone, network markets trend for (inaudible) and expecting to lead our internal forecasting and understanding what (inaudible) in the sales performance. First, looking from the market trend, we will see that in fact, the only trend problem for third quarter of 2009 (inaudible) fourth quarter 2009 and we see a little bit help in probably in the first quarter. But given the volume price of raw material and also the potential price competition, we estimate the trend of volume we maintained for this – the level of the volume (inaudible) maybe counted because of–

Paul Clegg – Jefferies

Continued declining prices, but perhaps not as fast as a decline as we've seen over the last few quarters. Is that what you were talking about then?

Unidentified Participant

I would say (inaudible) limited. And as for our company, (inaudible) concentration, I will suggest that we can – by adopting different strategy in product mix and also pricing, and also our (inaudible) cost adjusting, and the strategy in different markets, and also the (inaudible), we would say we can try our best to maintain our ASP to avoid margin contraction and make the (inaudible) stronger operation relationships, maybe we’ll have better performance instead.

Paul Clegg – Jefferies

Okay. If I’ll just ask one more, and then I’ll let somebody else ask some questions. Can you talk about – do you intend – most of your modules, or excuse me, most of your cells today are sold in China. Do you expect to sell more outside of China in 2010? What was the geographic split in 2009? And do you expect that to be more diverse in 2010, what percentages roughly?

Unidentified Participant

I think the question is related into different issues. Firstly for our 2009 and the geographic breakdown, I think for our geographic breakdown, it’s like for European shipments, it’s over 30%. And China, it’s maintained at 30%, but also we would discuss the end customer at later stage. And as for other place in global market, we will say it's probably limited. But we also noted one thing is, either we analyze our customers – end customer. The end customer of our – customer, we will see a very interesting – the fact is, most of our module makers will ship these products to European market at a later stage. And I think that this situation is rather prevalent in China.

So if you’re talking about the end – really end-user or end-products, I would say, most of – mostly – most of our products are shipped to European market at this stage. And from limited information from our customer, I would suggest the ratio would be like 70%. But from our position, it is difficult for us to precisely estimate the exact – the numbers or percentage of our sales shipment (inaudible).

Paul Clegg – Jefferies

Okay. Thank you.

Operator

Your next question comes from the line of Lu Yeung with Bank of America. Please proceed.

Lu Yeung – Bank of America

I have a question on your shipment in the high performance cells. How much of the shipment is regular products versus high performance?

Unidentified Participant

Yes. As we mentioned about high efficiency, I will suggest that – I will say, that performance is like – need to be adjusted as we just met, as (inaudible) mentioned. So product mix is not favorable in this point of view. As we mentioned, our other shipment efficiency and (inaudible), the breakdown is – in 2009 is, for our dealer (inaudible) is 45% to 50%.

And therefore, high-efficiency products cost is around 50%. But we also noticed a trend, a different trend from third quarter and the fourth quarter of 2009. We noticed that on our ordinary products have shipments (inaudible) significantly compared to first quarter. And our high-efficiently products grew steadily from third quarter, fourth quarter. And we expect a return (inaudible), which is in line with our expectation of the receivable strategy of product mix.

Lu Yeung – Bank of America

And how many percent in the fourth quarter is high efficiency?

Unidentified Participant

Totally, some of these are over 50%, close to 55%.

Lu Yeung – Bank of America

And when you say high efficiency, what kind of efficiency rate are you looking at on average?

Unidentified Participant

Generally, okay. Excuse me, sir?

Lu Yeung – Bank of America

When you say high performance, what kind of average efficiency that you have in your high performance shipments?

Unidentified Participant

Generally speaking, we have different (inaudible) at first stage. But usually, we will classify that over 75.5% or at least a 73% as the high-efficiency products. But also increase stocks various special (inaudible), high-efficiency products for different projects.

Lu Yeung – Bank of America

I see. And also, I didn’t hear it quite clear is your mix on the customers based in China is 30% in the fourth quarter? Is that correct?

Alex Ghian

It is around 1,400.

Unidentified Participant

Correctly speaking, if you’re talking about the first quarter only, our shipment is 35%.

Lu Yeung – Bank of America

So 35% are customers based in China. What about Europe, customers based in Europe?

Unidentified Participant

For European customer is 30%. It’s 30%.

Lu Yeung – Bank of America

And what are the – some of the other regions?

Unidentified Participant

It goes to our related parties.

Lu Yeung – Bank of America

I see. (inaudible) Yes, go ahead.

Unidentified Participant

If you’re talking about a region, I will say in China, including our related parties, the percentage is like a–

Zeny Xu

Sixty percent.

Unidentified Participant

Sixty percent.

Lu Yeung – Bank of America

I see.

Unidentified Participant

Yes. I just classified that into different sectors for your understanding.

Lu Yeung – Bank of America

I see. Also on the first quarter shipment guidance, your guided shipment is flat to down in the first quarter. Can you help us understand the trend in your shipment in the first quarter?

Unidentified Participant

For our understanding, there's the Chinese New Year over there. So (inaudible) we can – we have to take other shipments for to maintain one-third of the (inaudible). That's fine. But unfortunately, we cannot (inaudible).

Lu Yeung – Bank of America

I see. In other words, how much are you shipping from your inventory in the first quarter?

Zeny Xu

Hello, this is Zeny. I think our inventory is flat, compared to the end of Q4.

Lu Yeung – Bank of America

I see. And pricing, do you expect ASP to be stable in the first quarter?

Zeny Xu

Probably slightly decreased, but not material.

Siegfried Yi Chou Hsu

Actually, let me tackle this issue. Well according to the oldest we have received so far, yes, we did have some price declines in certain products, especially in low-efficiency products. But however, generally speaking, we will say our ASP price has been maintained at a similar level, compared to third quarter or compared to first quarter.

Lu Yeung – Bank of America

I see. Would you quantify that decline in the first quarter, and whether it is mainly due to the depreciation of Euro?

Alex Ghian

Well, we can’t in fact quantify the first quarter results for you at this point. The first quarter result will be released – precisely here is what we will release in about a month or so.

Lu Yeung – Bank of America

I see. All right. Thank you.

Operator

Your next question comes from the line of Rob Stone with Cowen & Company. Please proceed.

Rob Stone – Cowen & Company

Good evening, gentlemen. I wanted to get into a little more detail on the gross margin in Q4 and how the various segments may have impacted that. First of all, can you confirm, was the average selling price on module is about $1.67 based on the percentage revenue and the megawatts? That’s what I calculated.

Alex Ghian

Hello, Robert, it's Zeny for you.

Rob Stone – Cowen & Company

Sure.

Zeny Xu

It’s about $1.67.

Robert Stone – Cowen & Company

And so that must have resulted in a pretty low margin on module, correct?

Zeny Xu

Yes. Actually, we are using some offset sales to make some order.

Robert Stone – Cowen & Company

Okay.

Zeny Xu

It is for some specific customers.

Robert Stone – Cowen & Company

Okay. And did we have any cell processing service revenue in the quarter?

Alex Ghian

I'm sorry, in the fourth quarter or in the first quarter?

Robert Stone – Cowen & Company

In the fourth quarter, did you total manufacture any cells for customers?

Zeny Xu

Very minor–

Rob Stone – Cowen & Company

Okay. So looking at the gross margins overall based on the production – the wafer costs that you described and the production costs that would have implied something like a 15% or 16% margin on cells. So was the lower gross margin the result of using higher cost inventory from the prior quarter or did you have a significant influence from the margin on the other revenue?

Zeny Xu

No, that’s mainly because what we disclosed is only the production costs and not the costs of goods sold. Understand, it’s also affected by the inventory going forward.

Rob Stone – Cowen & Company

Okay. So on the other revenue, what was roughly the (inaudible)?

Zeny Xu

Sorry?

Rob Stone – Cowen & Company

You reported cells, modules, and some other revenues, so I was wondering what approximately the gross margin was on that portion of other revenues?

Zeny Xu

Yes, in addition to the solar sales, the gross margin of the raw materials sales is about 8%, so it’s also some negative impact on the blended gross margin.

Rob Stone – Cowen & Company

Okay. We heard from some other companies that the cost of wafers may be increasing in the first quarter as the market is strong and the supply is a bit tight. What do you expect will be the trend on your wafer costs in Q1?

Siegfried Yi Chou Hsu

We believe it will be flat as far we’ve seen from our first department. So that’s not necessarily true for our company.

Rob Stone – Cowen & Company

Okay. Finally, I have a question on the REC situation. I know you haven’t taken any charge for that. But can you help us understand what would be the financial exposure if for some reason you’re not able to recover those bank guarantees?

Unidentified Participant

(inaudible).

Alex Ghian

The thing that – for those (inaudible) already a restricted cash, so actually, there would be no financial impact.

Rob Stone – Cowen & Company

Okay. So that’s contained within your restricted cash?

Alex Ghian

Yes, so it will not impact our operations at all.

Rob Stone – Cowen & Company

Okay. Thank you.

Alex Ghian

Welcome.

Operator

(Operator instructions) Your next question comes from the line of Amy Young with Macquarie. Please proceed. Ms. Young, your line is open.

Amy Young – Macquarie

Hi, can you hear me?

Siegfried Yi Chou Hsu

Hi, Amy.

Zeny Xu

Hi, Amy.

Amy Young – Macquarie

Hi. Can you just talk about your module strategy a little bit more? Do you intend on building your own module capacity so that you capture all the incremental margin? Can you just talk about what your gross margin expectation would be given your strategic alliances going forward?

Unidentified Participant

Well, I think that we’ll discuss these issues in – your questions into several issues. Firstly, you mentioned about our strategy in module or downstream industry. I would suggest that given – well, as you know, from the industry, even all (inaudible) a little bit clearer. I think this is considerably (inaudible) integration due largely – so we share that more practical and aggressive strategy, compared to 2009 as you will see. In 2009, we were purely focused on manufacturing. For 2010, we’ll have more practical and strategic moves.

And the goal of those views as – (inaudible) ship us, we've (inaudible) and never bore into margin contraction. But as you’re asking – as you ask us about what is this approach, finally we can say that we have considered different scenarios. Firstly, maybe we’ll just purely enhance our industry relationships. And secondly, many people have discussed or in the market have come out maybe some (inaudible) or some strategic investment, or even JV.

Amy Young – Macquarie

So do you – so do you intend to build on module capacity or you’re just going to – all that capacity to these strategic alliances?

Unidentified Participant

I’ll explain it step by step. So in our scenario, we have the first scenario for our growth strategy. So of we decide to do organic growth, so you will see the ideal scenario is we make our perfect nature of our sales shipment, which means we do not have any waste or capacity that can fully control our margins performance. But as just adjusted, will it be the best strategy for us? It is questionable because we have considered the costs and also the time.

So if we decided to choose a different strategy like (inaudible) or other strategic move, the capacity expansion may not be our first priority for that. In the meanwhile, we have also considered our customer’s demand, especially with parts. For some customers, (inaudible) to purchase our sales and assemble in their (inaudible) – purchase module as a whole. So we have tried to reshape our solution provider, and is trying to provide more – better ideas for (inaudible) and services like system integration or even other productive (inaudible). But we have also considered the request of our customers.

So at current stage, I can tell you that we considered different scenarios, and then we may have different strategies to apply with different scenarios. But if you want me to have a very detailed numbers for our CapEx or module capacity growth, it depends on significant – growth strategy and as our customers request.

Amy Young – Macquarie

Okay. So but with your new Shanghai facility, what do you think your capacity will be at the end of 2010?

Siegfried Yi Chou Hsu

We expect to kick up the Shanghai project in the second half of this year. At this moment, maybe we just have the construction in the second half, the main construction – proceed with tax, six months to build.

Amy Young – Macquarie

Can you quantify what the capacity addition will be? I mean, if you had – if you're guiding shipments, then can you just talk a little bit more about your capacity plans?

Unidentified Participant

Well, we appreciate your inquiry. But I have to say our capacity expansion is – currently, we will base on our current capacity. We are trying to expand our capacity to 10% to 15% without any extra expenditures. But as you're talking about the new plant and the new construction, we haven’t considered our CapEx plan in the budget and also the capital raised as a whole. But if you want to calculate a number, I would suggest that every production has (inaudible) has its own limits. But so far, we are not planning to do very aggressive expansion like double the size or triple the size. We will base our production – our capacity improvement. And so far currently, if we realize the Shanghai entity, currently our set is about two new production lines or high efficiency products.

Amy Young – Macquarie

Okay. And just one last question, where do you see your OpEx going for 2010? You had a lot of one-time items. But where do you expect to normalize OpEx as a percentage of sales to be?

Zeny Xu

We think it would be about 6% to 7% of total revenues.

Amy Young – Macquarie

Okay. Thank you.

Operator

At this time, there are no further questions. I would now like to turn the call back over to management for closing remarks.

Siegfried Yi Chou Hsu

Yes. So ladies and gentlemen, thank you for your attention. And I look forward to updating on our progress in the future.

Operator

Ladies and gentlemen, this concludes the presentation, and you may now disconnect. Thank you, and have a good day.

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