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Inter Parfums, Inc. (NASDAQ:IPAR)

Q4 2013 Earnings Conference Call

March 12, 2014 11:00 AM ET

Executives

Russell Greenberg - EVP and CFO

Jean Madar - Chairman and CEO

Analyst

Linda Bolton-Weiser - B. Riley and Company

Frank Camma - Sidoti

Adam Joseph - West Main Partner

Operator

Greetings, and welcome to the Inter Parfums, Inc. Fourth Quarter 2013 Conference Call. (Operator Instructions) As a reminder, this conference is being recorded. It would now like to turn the conference over to your speaker, Russell Greenberg, Executive VP and CFO for Inter Parfums. Thank you, you may begin.

Russell Greenberg

Thank you. Good morning, and welcome to our 2013 fourth quarter and year-end conference call. Following the financial review, I will turn the call over to Jean Madar, our Chairman and CEO, for a business overview, and then we will move on to your questions.

Before proceeding further, I want to remind listeners that this conference call may contain forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different than projected results. These factors include, but are not limited to, the risks and uncertainties discussed under the headings Forward-looking Statements and Risk Factors in our annual report on Form 10-K and the reports we file from time to time with the Securities and Exchange Commission. We do not intend to and undertake no duty to update the information discussed.

In addition, Regulation G modifications for the use of non-GAAP financial measures, prescribes the conditions for the use of non-GAAP financial information in public disclosures. We believe that the presentation of the non-GAAP financial information included in this presentation is important supplemental measures of operating performance to investors because it provides a more complete disclosure and facilitates a more accurate comparison of current results to historic results. The information required to be disclosed for the presentation of non-GAAP financial measures is disclosed in our annual report on Form 10-K, which has been filed with the Securities and Exchange Commission. This information is available on our web site at www.interparfumsinc.com.

Once again, when we refer to our European-based operations, we are primarily talking about sales of Prestige Fragrances conducted through our 73% owned French subsidiary, Inter Parfums SA. When we discuss our United States operations, we are primarily referring to sales of Prestige and specialty retail products, as well as travel amenities, all conducted through our wholly-owned domestic subsidiaries.

I think we would all agree that comparing live quarters using U.S. GAAP requirements has not been particularly meaningful since the fourth quarter of 2012. For purists among you, however, those comparisons can be found in the release we issued yesterday as well as in our annual report on form 10-K, which was also filed yesterday.

For newcomers on our call, I will just mention that in 2012 fourth-quarter our Burberry license terminated. Burberry paid us an early termination fee and we broke a pretax gain of $198.8 million resulting in an after tax gain attributable to Inter Parfums, Inc. common shareholders aggregating 93 million. As a result, in the fourth quarter of 2012, net income attributable to Inter Parfums, Inc. was $99.6 million and the diluted earnings per share were $3.24. Excluding the gain on the termination of the Burberry license in the fourth quarter of 2012, net income attributable to Inter Parfums, Inc. was $6.6 million or $0.21 per diluted share.

Then in early 2013, under a transition agreement with Burberry, we continue to operate certain aspects of the business for the brand culminating in the ultimate sell worth and otherwise elimination of the Burberry inventory. During that period we incurred minimal advertising and promotional expenses for this brand which boosted first-quarter profits. Starting in the second half of 2013 there were no Burberry sales booked, so comparable quarterly sales declined. Therefore, when we talk about ongoing brand sales we exclude Burberry sales from both 2013 and 2012.

Moving on to our fourth-quarter results. Net sales of ongoing brands rose 19% to $105.5 million from $88.8 million. The European-based operations generated sales of ongoing brands of $78.4 million, up 22% from $64.1 million. Sales by U.S.-based operations were $27.1 million, up 11% from $24.5 million. Gross profit was 57.3% -- 67.6% as compared to 54.6% in 2012. As we spend about $36 million or over 34% of net sales in promotion and advertising in the fourth quarter of 2013. As we had forecast we invested behind our largest brands Lanvin, Montblanc and Jimmy Choo and vigorously supported the rollouts of our first new products Repetto and Boucheron. One of the expense included in SG&A expense aggregated 7.4% of net sales as compared to 9% in 2012. And for the fourth quarter of 2013 we’ve reported a net loss attributable to Inter Parfums, Inc. of $4.1 million or $0.13 per diluted share.

We’ve talked about fourth quarter sales drivers in our Q4 sales release but there is some repeating in the context of our Q4 promotional and advertising expense. Fourth quarter Montblanc brand sales rose more than 42% and Jimmy Choo sales rose 11%. Lanvin sales also remained on a growth trajectory and the Repetto Signature scent introduced in May and Place Vendome from Boucheron which was launched in the fall were both great performers and exceeded our expectations. We want to keep this momentum going and we believe that the way to do that is through an aggressive advertising and promotional program.

Thus, for the full year net sales of ongoing brands increased nearly 23% to $433 million from 2012’s $352.7 million. In 2013, net income attributable to Inter Parfums, Inc. was $39.2 million or $1.27 per diluted share and that’s up from $38.1 million or $1.24 per diluted share in 2012 which of course exclude the gain on the termination of the Burberry license. In 2013, we generated cash flows from operating activities of $49.2 million further strengthening our already solid financial position. We closed the year with $399 million in working capital which includes $307 million in cash, cash equivalents and short-term investments or approximately $10 per share and we had no long-term debt.

During the fourth quarter, we paid a special cash dividend of $0.48 per share on December 16, 2013 to shareholders of record on December 2, 2013. At this time we are maintaining our 2014 guidance calling for net sales of approximately $495 million which represents nearly 15% growth in sales for our ongoing brands. Our current expectations for net income attributable to Inter Parfums, Inc. for 2014 are in the range of $0.93 to $0.98 per diluted share. And guidance assumes that the dollar remains at current levels. Jean, please continue.

Jean Madar

Thank you, Russ and good morning everyone. Thank you once again for your participation on today’s conference call. 2013 was a very successful year for our ongoing brands and the very exciting year full of changes for our company. We have added three new brands over the same periods we have the Shanghai Tang, Agent Provocateur and Oscar de la Renta

Moving onto our plan for the coming year, 2014 is turning into one of our most prolific launch year ever for both of our established and newer brands. We have already disclosed plans for our first fragrance lines our new brand including Shanghai Tang, Agent Provocateur, Alfred Dunhill, Balmain, Karl Lagerfeld plus Oscar de la Renta in late 2014 or early 2016 for Oscar. Here is a little bit more information around this timing. Our first major launch of 2014 was for Balmain, we launched the product fragrance called Extatic which is in distribution in Europe, in the Middle East and in the Paris. This is a woman’s line. Later in the year it will be sold in South America and in the second half of this year it will be sold in the U.S.

As we previously announced the spring is usually busy for us both in Paris and in New York. This week we have just unveiled Karl Lagerfeld the new scents for men’s and for women. We launched last Sunday at Paris, we launched yesterday at and today at Paris Galeries Lafayette as well as Galeries Lafayette boutique with the worldwide roll-out to ensue as the year unfold. This is by far our largest initiative and we are going to look at the category in the weeks coming. This should be a very interesting launch for Inter Parfums. We have also new fragrance for men for Montblanc called Emblem and is coming to the market in the next quarter. We will debut two new Scents, Fatale and Fatale Pink in the spring. We also have very aggressive plans for this with major launch in the UK. Then in the summer, we have two new fragrances one for men and one for women and we are doing a partnership between Inter Parfums and S.T Dupont and famous Paris which plays into sub-division and we are going to produce the very sporty men’s fragrance line. We will be selling in September of this year.

We actually have two new men scent coming to the market, the smaller product launch that’s completed now and to be followed later in the year with a major launch for Dunhill. While shipment for the Dunhill program should be this year in order to keep the retail sale in early 2015 but we start booking ourselves in the last quarter of 2014. Also late this summer, we will launch a new fragrance for Banana Republic, it will be a collection called Modern for Men and Modern for Women. We have a very exciting new program also in the west of Shanghai Tang which will be a collection of eight products, five fragrance for women, three fragrance for men. These products, this collection developed with Shanghai in the southeast and the product distribution for this collection will begin for very specific geographic market.

At this time brand calls for the new Shanghai Tang collection to be around 50 Shanghai Tang store late in the year with worldwide distribution in 2015. All of these additions with series of brand expansion, flying field and refresh packaging for men of our established brand. And of course in 2014 this year, we will have full year of sale of legacy scents for Oscar de la Renta, Agent Provocateur and Alfred Dunhill. I want to once again repeat a point that comes frequently when last meet with investor and when I sometime see them, I would like to say that while we have added a number of new names in the recent past, we said no to quite a few more. We are very, very careful as we search for and analyze new opportunity to make sure that this fit with our existing portfolio of brand and with our existing business model. And when the right opportunity materialize we will definitely be ready to seize this opportunity.

So, to sum up we are very enthusiastic about the business. We are seeing some good growth from our ongoing brands as mentioned before Lanvin, Jimmy Choo and Montblanc and we are seeing some good growth for our newer brands and this will further grow the potential to our business. We have a very strong balance sheet as Russell mentioned like $300 million in cash, so we are of course looking for acquisition, new license, our growth is achievable. If you have questions, we will happy to answer. We also have a global distribution it’s important to know that in over 100 countries and highly respected men in our industry, all of that sound terrific but product of pipelining the rest of 2014 and beyond and definitely the confidence we have in the future of our business. So, before we open the floor for question, I would like to mention that we lost a very good friend and a very wise director of Inter Parfums. Our friend Serge Rosinoer passed away. He was known as a CEO of group for a long time and he passed away at the age of 83.

We will be looking to fill seat in our Board with I hope an equally capable and experience individual. So, this will end my remarks and Operator, now we can open the floor for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from the line of Linda Bolton-Weiser with B. Riley and Company. Please proceed with your question.

Linda Bolton-Weiser - B. Riley and Company

Hi. Your gross margin was quite a bit better in the fourth quarter than it was in the third quarter, could you explain why that is and also would it be good idea to use the fourth quarter gross margin as a rough proxy for what’s expected in 2014. Thanks.

Jean Madar

Yes. Hi Linda. You’re right the gross margin in the third quarter came in around 55% versus 57% for the fourth quarter. One of the reasons for the low margin in the third quarter is that’s when we are doing our most of promotion of selling so you have a tremendous number of good sets that go out to the retailers during that particular period. Somewhere in between is probably the right number, I would say certainly we’re going to work to try to get to the higher side of that so going forward somewhere around that 57 or maybe just shy of the 57 would probably be correct. But as we approach the year or period when we are going to do those skill sets, it’s very typical to see a little bit of drop in the margins during that period.

Linda Bolton-Weiser - B. Riley and Company

And so that gives that period again and 2014 would be kind of that third quarter period when you…

Jean Madar

Typically is in the third quarter so you could have a little bit better margin in the first and second and fourth with the slight drop in the third. Hopefully, the brand into an overall year somewhere close to that 57%.

Linda Bolton-Weiser - B. Riley and Company

Okay, great. And then can I just ask you about you certainly have a number of major growth initiatives lined up for 2014 and I was wondering if you could comment balanced it is between the first half and the second half because it looks like there is a number of kind of big things in the first half and then something in the second half and Karl Lagerfeld launch, I think there is a little in the first quarter but I assume that will be mostly in the second quarter and then more in the second half and then related to Montblanc launch for men is that could have be mostly sales in the second quarter starting. So, if you could just comment on the cadence and you first half versus second half.

Jean Madar

Yeah, hi, Linda. The [indiscernible] because having very straight now and I spent most of the week looking at the setting of cost and [indiscernible]. So the [indiscernible] it’s happening as we speak so we have sales of fragrances in the first quarter and of course in the second quarter and after that I will say that we have to -- we’ll another for reorder in the fourth quarter. But most of the selling will be done at the end of the second quarter so the first six months of each year [indiscernible].

Russell Greenberg

Typically, especially because we do an exclusive to certain location. So, as we continue to go a broader distribution you’re going to see more sales later on as the year continues.

Jean Madar

Okay. And we are doing the Montblanc Emblem we’ll be shipping more in the second and the third quarter so this is the largest initiatives that we have from Paris and the largest initiative that we have out of the U.S. will be the Dunhill which will in the fourth quarter of this year. So, every quarter we have something important. So, I think it’s going to be a quite -- at the end of the day quite balanced.

Operator

Thank you. Your next question comes from the line of Frank Camma with Sidoti. Please proceed with your question.

Frank Camma - Sidoti

Good morning guys. Just a couple of question. Advertising and promotion obviously was big as you signaled in this quarter, just wondering obviously should be very high next year as well with number of launches you have but just as far as the timing will the fourth quarter always be kind of highest end for that to support holiday expend. Or is it really more on launches.

Russell Greenberg

No. There is spending in every quarter but the lion’s share is definitely towards the end of the year. This year 34% of sales was the fourth quarter spend where as in the third quarter it is only approximately 16% of sales. Keep in mind that the sales numbers typically are lot higher in the third quarter than it is in the fourth quarter. But most of that spend is happening in the fourth quarter to support the holiday distribution.

Frank Camma - Sidoti

And the only other question I have was on the cash flow. It looks like for the year you only spend about $5 million on CapEx but in past years you averaged more like close to $10 million I did this. Was there a particular reason for that and should we expect it to return to that $10 million level?

Russell Greenberg

No I would not expect it to return to the 10 million the reason for CapEx being as high as it was in U.S. was the buildup of the Burberry cosmetic business. That business disappeared together with the termination of the Burberry license and therefore there is no dollars being spent on building counters in department stores all over the world.

Frank Camma - Sidoti

Okay great.

Russell Greenberg

So your current year spend is a little bit more typical, next year in 2014 because there were so many new product launches. We’ll probably see a little bit of an increase because of molds and tools and things like that. But I wouldn’t expect to see anything significant.

Frank Camma - Sidoti

Great, thank you. I would like to take this opportunity to add, as you have seen we have been able to increase our sales very strongly in 2013 by over 20% and we’re looking at something like 16% growth profit and this is much higher than the industry and the market. And I think that our decision to over in the fourth quarter was very wise. And we continue to in this year of 2014 we continue to invest little bit more, not as much as we did in third quarter, more than the -- because the brands that we in the portfolio are greater and so a company like us we have lost almost 50% of our business when we start Burberry to be able to grow all the other lines and quickly three or four years from now being back to where we were with Burberry is good that we all have here, so due to the lifecycle of brand in the portfolio, I think it’s very wise to invest more than this.

Operator

Thank you. Ladies and gentlemen our next question comes from the line of Joseph Altobello with Oppenheimer. Please proceed with your question.

Unidentified Analyst

Hi this is Morey (Ph) in for Joseph. So just going back to the advertising, by any chance for 2014 could you give how you see advertising sales ratio and also as well are you seeing a high return on the levels of advertising?

Russell Greenberg

I think clearly the later part of your question I think John just really answered that from the standpoint that we believe that it’s extremely important to put money behind that brand to try to continue the momentum of the sales growth that we believe that these brands have is as potential. Going into percentages and so on and so forth for advertising, as I have historically said I think that the numbers are going to go up a little bit from where we were in historic periods. We used to be somewhere around, anywhere between 16%, to 18% maybe 19% of sales. I think that those numbers are going to go up into the low 20s, with a pop in the fourth quarter because as I said earlier in answer to a previous question that’s where a good amount that we had spent actually is spent.

Unidentified Analyst

My next question, I know you just earlier motioned talking about what your cash flow with acquisitions in the licenses. I was wondering if you can possibly know, give a little bit more detail or color on what they maybe or what you are possibly looking at?

Russell Greenberg

I am sorry I didn’t hear the beginning of the question.

Unidentified Analyst

Yeah, sure let me reiterate. So you were discussing earlier what your plans for cash were or you were looking at helpful acquisition licenses. So I was wondering if you could possibly provide a little bit of color on what they may do.

Russell Greenberg

We are looking at changing the fragrance industry, acquisition outside of our sales, when I say fragrance related to the beauty. And the cash that we could expect to something of a rough size. What can I tell you the latest, our latest deal was we took license for Oscar de la Renta which was not of problem of cash but as we’re always looking at two or three deals at the same time. Like I said you might have remarked we’re selective and people know that we’re always contracted by either people who are not in the fragrance business and we would like to look for new license or people that are already in the business and like to switch from the license to another and as of course as you know no guarantees can be given that major acquisition in the next coming month.

Jean Madar

I think you’ve covered and this is a question that has been asked before and I’m sure will be asked many times again. We would love to be able to utilize all of the cash by brand that could be accretive to our business. We get a lot of different brands coming by. We get a lot of different companies coming by that are not even in our industry. There is all kinds of stuffs and we readout a lot of it but we’re also looking in several different opportunities and hopefully no promises been made but hopefully something will come up.

Russell Greenberg

If I may add, I’m sorry. What we like to see that you should look at our guidance for synergies around 500 million. What is we concerned to know that we could do $100 million or $150 million of sales extra without adding many G&A on inventory, so the next 100 million or 150 million could be very-very profitable for because we have kept the structure this time very - when we have let go very-very minimum and lot of people. So we have all the Human Resources and the capabilities and the distribution to handle more sales and it’s important that we sign quickly and we’re looking at what may need to think of it is 1$100 million or $200 million.

Unidentified Analyst

Okay my question has to do with guidance. You reiterated that it’s going to be the same for this upcoming year go back in November you’ve raised it when FX was about $1.35 and now today it’s $1.38 or $1.39, I was wondering why there was no change with guidance between November and today?

Russell Greenberg

Because there was no significant change in exchange rate. We look at the trends in the exchange rates, we can’t predict and we try not to predict what is going to happen with the exchange rate. We’re looking it to try to.

Unidentified Analyst

You’re talking about changes in the exchange.

Russell Greenberg

Maybe I’m talking about changes in the exchange rate.

Unidentified Analyst

Okay.

Russell Greenberg

That’s what he’s talking about.

Jean Madar

But at the end of December, December close the exchange rate was close to 1.38 as well so it really hasn’t fluctuated very much between December and today and that’s the reason why did not change our guidance.

Russell Greenberg

Okay and then my last question is, I got disconnected at one point and you were discussing the Oscar de la Renta and I was just wondering when you’re expecting to see sales coming from that brand and as well as other new license this year?

Jean Madar

If you can call us at the office and we’ll issue then for the Oscar de la Renta the new fragrance will be launched at the beginning of ’15 but of course we give you.

Operator

Thank you. Our next question comes from the line of Adam Joseph with West Main Partner. Please proceed with your question.

Adam Joseph - West Main Partner

Question if you could give some color as it relates to maybe the help of the consumer buying trends that you’re seeing in key areas North America, Europe, Asia, are feeling that those habits are going to remain healthy and that you can continue to space you know things obviously very positive, looks like some of these area obviously have made the turn per se, any comment that you can offer specifically on those three areas?

Unidentified Company Representative

I’ll try to give you an idea of what’s going on. The market is quite flat. In 2014, we had good growth especially in the some type of 2013, a strong growth coming from Paris and China. There is as you know it will slow down in this region of the world what we see are seeing as we speak is a certain strengthen retail and has been like this since the last six months. We feel so strong in the US domestic market and in Europe, it’s we say it from one country to another and northern of Europe to Southern of Europe but our sales are very well balanced between the U.S., Europe and the Paris. Russ, do you..

Russell Greenberg

Yes the only thing that I would add to that is that as you mentioned the travel retail, travel retail has become a little bit more important for Inter Parfums what I used to be ask the question is as far as what percentage is used to be somewhere around 10% to 11% that number is probably close to 15% of our sales today. I think it’s still a little bit below industry averages which were probably somewhere between 20% and 25% and maybe even north of that to some of our larger competitors. But we’ve certainly seen the nice growth.

Jean Madar

There seems to be, we could expect some bigger growth from travel retail because we start from a smaller base company to our competitor but otherwise I would say that Europe represent one third of our business in the information we present those focus 30% of our business and the America is around 25% so it’s really well, well balance.

Operator

Thank you. We do have a follow up question coming from the line of Linda Bolton-Weiser. Please proceed with your question.

Linda Bolton-Weiser - B. Riley and Company

Just as a follow up we’ve all been hearing how the retail environment was really hurt in the first six weeks or so of the calendar year because of the weather and everything. And you guys have high growth because of your own company specific initiatives but I was just wondering kind of in the near term when we think about our first quarter estimates how just as an underlying kind of fragrance growth rate should we be conservative in how we think about the first quarter? And also I know you just hate to get us a given quarterly guidance but it is kind of a weird quarter because of the big decline there will be year over year in your margins and in EPS. So I mean is there any way you could kind of like the consensus of $0.39 but it’s a big range from $0.31 to $0.62 for the quarter. Is there any way to just kind of give us some thought on if we’re in the ballpark range here?

Jean Madar

Before Russell [indiscernible] and I know that he is going to tell you that you’ve [indiscernible] them to give you any breakdown of a quarter but as we usually do but one thing that’s true that the comparison for our first quarter current year you’re going to have to exclude a lot of ease in order to compare our apples with apples (Ph) but I kept you answer in the..

Russell Greenberg

No I mean I’d usually I never really comment on what the analyst do but you’re right there is a very large spread there is particular analyst who is without mentioning names is way ahead of what pretty much all of the others I don’t see any real problem from the standpoint of going into first quarter but whenever you have one analyst that is little bit out of line that kind of skews the numbers for everybody. So I would always glad to see as them get a little bit more in line but based on the consensus we don’t really see any issues nobody is not crazy is the best way I can put it.

Jean Madar

No we don’t see any issues in this quarter. And what is going to be very important is this year in the next week and the next month the sell-through of the [indiscernible] I have said I think it has really the potential to become the number one line in our portfolio let’s see we’re going to look at this very, very carefully.

Russell Greenberg

One last thought that I just kind of came to me. It’s very important to really look very carefully at the first quarter numbers of last year those have been reported and clearly that first quarter generated profits that we have never seen before. The company practically made its net income for the year because of the transition period what we had with the Burberry business. So taking that into consideration something like that just cannot be repeated it’s a once in a lifetime kind of the event, so when you analyze those real numbers, I think you will come up with numbers that are somewhere within the consensus.

Linda Bolton-Weiser - B. Riley and Company

Okay, that’s very, very helpful. But can I just to reiterate to the minority interest line, it should be down pretty significantly year-over-year, the absolute number of minority interest right for the quarter?

Russell Greenberg

The minority interest number, if you read our reports carefully should be approximately 26%, 27% of the profits that come from our European operations. It’s down because the profits of the European operations are down because the sales of Burberry don’t exist. It’s a function specifically of the European operations and it represents approximately 26% to 27% of the net income of the European subsidiary before minority interest.

Operator

Thank you. We have a new question coming from the line of Lee with Wellington. Please proceed with your question.

Unidentified Analyst

Good morning. This is a right piece of question to answer but I was wondering how you think about forecasting your sales when you have innovation line up, can you give us an idea what your rate is and how do you factor in the high level of innovation when you are forecasting your sales for next year?

Russell Greenberg

Very carefully, this is probably the best way to go but honestly before any new product is introduced into the marketplace, these products have shown through our distribution network on a worldwide basis. And we basically get certain indications from the worldwide distribution network as far as what we believe and what they believe is the potential for each and every product that we are going to launch. We factor that in together with the potential growth factors of the existing brand and we come up with our guidance numbers. I have made it sound very simple, it is not very simple as Jean can attest. It’s a very long, tedious process. We are talking about distributors in 100 countries around the world, of course we don’t put every single one of them, we put the major ones but there are a lot of people involved in this process and it is done very, very carefully. It is one of the reasons why we only issue very simple guidance. It’s basically two to three numbers. It’s our sales and our earnings or EPS that’s the only information we really want to put out because it’s a very difficult process.

Unidentified Analyst

And when you talked about the launch, you talked about the initial launch and obviously you can’t predict the sale-through but whether the 15% reflected, what the initial launch without the sale-through or does it make?

Jean Madar

No, it reflects the 15%, the 15% reflects the launch and sometimes when we launch a new product we like Russ said we check at the time of [indiscernible] and we check the space allocated to new products, for that products and we have some quarter that works, some quarters as I said not work. The 15% is a weighted average of can we do better, good.

Unidentified Analyst

Thank you.

Russell Greenberg

Thank you for your question. If there is no more question or maybe there is one more?

Operator

Thank you. There are no further questions at this time. I would like to turn the floor back to management for closing comments.

Russell Greenberg

Yes, I just have one last point, I just want to remind listeners that I will be presenting at the Sidoti Emerging Growth Forum next week March 18th here in New York and I do hope to see some of you there. I thank you all for your participation on the call whether you are on the call live or listening via our webcast. As always if anybody has additional questions, I am available by phone. Have a great day and thank you for being with us.

Operator

This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.

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