Primus Guaranty, Ltd. (PRS) F2Q08 Earnings Call August 6, 2008 11:00 AM ET
Thomas W. Jasper - Chief Executive Officer, Director
Richard Claiden - Chief Financial Officer
[Chris Jerosa] - Corporate Treasurer
Nicole Fatica - Investor Relations Officer
Craig Siegenthaler - Credit Suisse
[Greg Dimaggio - Century Capital]
Welcome to the second quarter 2008 Primus Guaranty, Ltd. earnings conference call. My name is George and I will be your coordinator for today. At this time all participants are in listen-only mode. We will be facilitating a question and answer session towards the end of this conference. (Operator Instructions) As a reminder, this conference is being recorded for replay purposes. I would now like to turn the presentation over to your host for today’s call Mr. Richard Claiden, Chief Financial Officer.
Good morning Ladies and Gentlemen and welcome to our quarterly earnings call, and my apologies for our slight delay in starting the call. I’m Richard Claiden, Chief Financial Officer for Primus Guaranty, and with me is Tom Jasper, Chief Executive Officer, Chris Jerosa, our Corporate Treasurer, and Nicole Fatica, our Investor Relations Officer.
I’ll begin the call by discussing the company’s overall financial results for the quarter and current portfolio size later focusing on our quarterly results in greater detail. Tom will then give his perspective on the quarter and the current state of the credit markets.
Some of the statements we may make in this call particularly those anticipating future financial performance, business prospects, growth and operating strategies, and similar matters are forward-looking statements that involve a number of assumptions, risks and uncertainties which change over time. We assume no duty to update any forward-looking statements. Our actual results could differ materially from those anticipated in forward-looking statements and our future results could differ materially from historical performance. For a discussion of some of the factors that could affect our results, please refer to our reports filed with the SEC.
We expect to take about 20 minutes to complete our sections and then plan to open up the call for questions. During our call we’ll discuss both our economic results and our GAAP results for the quarter and will refer to both the earnings release and the supplementary information package that were published earlier today and contain the reconciliation from GAAP to economic results.
Our economic results for the second quarter of 2008 were $18.5 million or $0.41 per diluted share an increase of 24% compared with the same quarter of 2007. The increase was due primarily to higher premium revenues and asset management fees which were partially offset by a decline in net interest income due to lower short-term interest rates earned on our cash investment portfolio.
Economic results book value per share was $10.01 at June 30, 2008. Our economic results return on equity for the second quarter of 2008 was 16.7% up from 14.3% for the same quarter of 2007. Our GAAP net income for the quarter was $262.6 million or $5.78 per diluted share compared with a GAAP net loss in the year ago quarter of $21.5 million or $0.48 per diluted share.
Throughout the second quarter we continued to experience a very challenging environment which made it difficult for us to complete new transactions. We did not transact any single name swaps in the quarter. However we did amend two mezzanine tranch transactions which had the effect of increasing the notional principal on our bespoke tranch portfolio by $300 million with a modest increase in premium levels. Tom will discuss the benefits of these transactions later in the call.
At the quarter end our credit swap portfolio was $24.2 billion a 30% increase from June 30, 2007. Assuming all transactions in the portfolio are held to maturity, it would generate future premiums of approximately $368 million an increase of 30% from June 30, 2007.
I will now turn the presentation over to Tom.
Thomas W. Jasper
From my perspective there were two key takeaways for Primus in the second quarter. First, it was another period of strong financial performance. Economic results were up 24% for the quarter. Our annualized return on equity was nearly 17% and economic book value increased to $10.01. If we consider our first half, we see the same positive performance metrics. Economic results increased 43% over the six months. Our annualized return on economic equity was 18%. Clearly from a financial performance standpoint, I’m pleased that 2008 has so far been a period of record results.
The second key takeaway was the impact of the credit crisis on the growth of our business during the quarter. As I discussed during our last call in May, January was a good month in terms of new business volume and premium levels. Beginning in February however we saw a sharp reduction in the number of counterparties that were willing to transact with us. During the course of March and through April, new credit swap business flow for the most part came to a halt and this continued in May and June. I talked before about the reasons behind the slowdown in our activity levels.
From a macro perspective we continued to see a volatile tight credit environment. Our counterparties who are predominantly large financial institutions and credit swap dealers exhibited a reduced appetite for risk. They were for the most part looking to shrink their balance sheets, reduce their exposure levels and improve their capital ratios. For many institutions the balance sheet and capital implications of writing down portfolios of subprime mortgages among other asset problems was their singular concern.
In addition, counterparties tend to associated Primus with the monoline insurance sector in their assessment of counterparty risks even though they understand we have a significantly different business model and portfolio composition. As you can appreciate, many of these banks and credit swap dealers have significant exposures to the monolines and were not inclined to add to that exposure in the quarter.
During our call last quarter I also discussed the key trends or signals that would indicate that we are returning to a more normalized business environment, one that would enable us to generate new business volume. I said that there would be three factors that we could look to. First, that our counterparties shift their focus from shrinking their balance sheets and improving their capital ratios to growing their business. Second, a resolution or at least more clarity on the monoline issue. And third, the return of the structured credit investor to the financial markets. So let’s look at each of these in more detail.
As I mentioned, during the quarter most major banks and credit swap dealers seemed to be embroiled in the credit crisis and were focused primarily on improving their capital ratios. There were significant write-downs by a number of financial institutions followed by some large and diluted capital raising. Within this environment we met with most of our counterparties to review Primus’ performance from the first quarter, gauge their needs for buying credit protection, and discuss reopening our credit lines. While these conversations did not produce any changes from our first tier counterparties, we recently began to see some positive signs from a small number of our second tier counterparties. More on this in a moment.
We are also beginning to see some progress on each of the other two factors. As you know, a couple of the monolines recently agreed to commute certain transactions with their financial institution counterparties. These transactions were credit default swaps on CDOs. We are hopeful that this develops into a roadmap for the resolution of the monoline issue recognizing that each situation has different facts and participants.
For the most part, the structured credit investor remained on the sidelines during the quarter. Nonetheless we saw some signs that the cotangent in the structured credit market particularly in the loan markets may be starting to break. Some dealers sold off their deeply discounted loan portfolios to investors and a small number of new collateralized loan obligations transactions entered the market. Additionally we saw investors beginning to enter the subprime market via the purchase of CDOs for individual loan portfolios.
Offsetting these modestly positive signs, Fitch surprised the investment grade collateralized swap obligation market during the quarter with the release of new criteria that if implemented would result in significant downgrades of investor positions within these transactions. It’s unclear whether S&P and Moody’s will follow Fitch’s lead but in any event the Fitch move has cast a pail of uncertainty over this sector of the structured credit markets.
So in all three areas I think that there were some hopeful signs that we would return to a more normal environment. This view is further reinforced by our actual experience in recent weeks.
We are beginning to see some new and modest incremental credit counterparty capacity. After the close of the quarter we added a major global financial institution as a new counterparty and completed a transaction with it. This was a rated non-traditional counterparty, non-traditional in that it was not a bank portfolio manager or a credit swap dealer. We are in discussions with some other potential counterparties that would fit the same non-traditional classification. We believe that these firms may also be experiencing counterparty constraints from the global credit swap dealer community.
Also in the past couple of weeks we completed several new transactions with one of our existing counterparties and we received incoming calls from a handful of others on various credit risk situations they are trying to manage. While it’s too early to call these developments a trend, we believe they are least indicative that buying credit protection from a highly-rated counterparty continues to be an important component in managing credit portfolios.
In addition to proactively working and expanding our counterparty relationships, we are exploring the feasibility of broadening our operation guidelines to include another asset class, credit default swaps on municipals. Two factors are driving this effort. One is there is a shrinking number of AAA credit protection sellers in the municipal market which has widened spreads and returns for those that are in the market. Second, the MCDX investment grade index which is comprised of 50 municipal referenced entities was recently introduced. In discussions with various dealers and investors we believe the new index will significantly improve activity levels and liquidity in this sector of the credit default swap market.
The segment of the municipal market we’re exploring involves secondary market transactions, selling credit protection in the form of credit swaps to counterparties seeking to hedge their risks and manage their exposures. Our counterparties for this business will likely be the dealers as well as investors in that market. We will keep you informed of our progress on this initiative.
Let me now shift gears and talk about the credit quality of our credit protection portfolio, capital cushions and credit mitigation expenses. As we have discussed in past calls we made a concerted effort during 2007 and going into 2008 to improve our portfolio quality and increase our capital cushions in our credit protection business in anticipation of a deteriorating economic environment. Some of the steps we took included writing relatively more single name business at an A or better ratings level as well as moving up the attachment points of our tranches focusing on high AAA levels.
As you would expect in an economic downturn, we have seen negative migration in our credit protection portfolio this year. In the second quarter for example, the number of downgrades exceeded the number of upgrades. I would point out that most of the negative migration has been within the investment grade universe and not from investment grade to non-investment grade. The overall credit quality of our portfolio was A, BAA1 at June 30.
Turning to the capital cushions within Primus financial, they are a function of the capital we have employed in our credit protection business measured against portfolio quality. These cushions absorb negative credit migration across our credit swap portfolio as we had in the second quarter as well as any credit losses. To measure the adequacy of our capital cushions and the impact of a deteriorating credit environment, we are constantly employing stress testing and various optimization techniques on our portfolio.
As our portfolio has grown our capital cushions have also grown. Even with the negative migration during the quarter, our capital cushions increased and are currently at some of the widest levels in our six-year history. As Richard mentioned, in early June we amended mezzanine tranch transactions with one of our counterparties. These transactions increased the capital subordination of the tranches and they will improve their resiliency to any future negative credit migration or actual credit losses.
Also, our regularly scheduled premium payments of $25 million were received on June 20 further increasing the capital cushion. The next regularly scheduled premium payment is due in late September.
Let me now address credit mitigation expenses. They continue to be relatively modest, up somewhat over the first quarter but below the year ago period. As I explained in the first quarter call, we are very focused on achieving the appropriate tradeoff between economic costs of unwinding positions versus the capital benefits of a credit mitigation action. It’s important to keep in mind two key factors regarding credit mitigation expense. First, it will likely be lumpy from period to period which means it does not model consistently over the short term but should do so over the longer term. Second, over the longer term we believe that our estimate of credit mitigation expense in the range of 5 to 7 basis points per annum is appropriate.
Moving on now to an update on our rating agency relationships. As you may recall in the first quarter, S&P reaffirmed our AAA counterparty rating and Moody’s issued a supportive piece on the CDPC industry more generally including Primus. Based on recent conversations we’ve had, we have no reason to believe that they are contemplating significant changes to their CDPC guidance on operating guidelines or capital models. My understanding is that any such potential change would only come after extensive discussion and testing with us. I continue to believe that the current CDPC model is robust and viable.
I’d like to now discuss our asset management business. We continue to be generally pleased with the relative performance of our five existing transactions. Just to remind you, two of these are collateralized loan obligations and three are collateralized swap obligations. We have $1.5 billion notional in assets under management. We collect fees for managing these vehicles on an ongoing basis as well as performance bonuses if we achieve agreed upon benchmarks. We also have invested a modest amount of capital, approximately $14 million, in these transactions and to date have achieved satisfactory returns on that investment.
As we have said, the asset management business is a good fit for us. It complements and leverages our expertise in managing credit portfolios and adds a recurring revenue stream to our business mix. Prior to the credit crisis we were making progress in building the business and we succeeded in getting it to breakeven from a profitability standpoint. The key for our company now is achieving the appropriate scale that enables us to improve and generate satisfactory returns. Of course our task is made more difficult by the credit crisis. In today’s environment organic growth in the asset management business could be more difficult to achieve on a stand-alone basis.
As a result, during the second quarter we engaged a boutique advisory firm to help us identify acquisition opportunities particularly in the loan market. These opportunities may come as firms decide they are no longer committed to this area of the credit markets and seek to divest their current businesses. They may also arise as individuals or teams look to align with firms that have the capital brand and expertise to survive and prosper in credit asset management.
Let me now make some final comments before turning the conference call back to Richard.
It’s clearly been a difficult first half for the credit markets. Most market participants expect these difficult conditions to continue and I would count myself and my colleagues at Primus as squarely within this group. We are beginning to see some positive signs on the horizon but it’s too early to tell when the markets will return to more normal conditions.
Having said that, I’m pleased with the strong financial performance that we generated in the second quarter and the first half of 2008. Whether it’s EPS, book value or return on equity I believe our economic results demonstrate we are achieving very good returns for shareholders. We continue to manage a well diversified portfolio of investment grade corporate credit. Within our credit protection portfolio we have substantial imbedded value with nearly $370 million of unearned premiums. And I should add that we have very little runoff in the second half of 2008, less than $400 million notional. Finally, we are starting to see some incremental new business from both new and existing counterparties. We’re very focused on capturing this opportunity and our top priority is to work with all of our counterparties to build capacity.
I’ll now turn it back to Richard for a detailed financial review of the quarter.
Before I take you through the details of our income statement and balance sheet, I would like to highlight a few key issues for you.
First, as you know our GAAP results showed significant volatility in the first two quarters of this year and in the second quarter they were driven primarily by the reduction in the mark-to-market loss on our credit swaps during that quarter. The change in the mark-to-market value of the portfolio reflects a modest tightening in the average credit spreads at June 30 versus March 31 of this year shortening the maturities of our portfolio and has brought favorable nonperformance risk adjustment on the FAS 157.
Starting in 2008 we have incorporated a nonperformance risk adjustment in our mark-to-market valuations as required under FAS 157. The developing industry standard for deriving this adjustment is to incorporate the CDS spreads of the reporting company into the computation of the marks. Primus does not have an active quoted CDS spread so we derived an estimated spread by reference to similar other entities that do have quoted spreads. The majority of the comparative entities are engaged in the financial insurance business. We did see significant increases in their equated spreads over the quarter which in turn increased our proxy spread and thus increased the nonperformance risk adjustment.
It’s worth reiterating why we believe that economic results which excludes the change in market values of our credit swap portfolio is a better measure of our performance than GAAP results.
Firstly, economic results reflect our business strategy which is to hold the swaps we’ve written to maturity at which point the cumulative mark-to-market value is zero by definition. Of course we do terminate a small proportion of our credit swaps prior to maturity for credit mitigation purposes or due to credit events.
Second, while Primus has seen significant fluctuations in our GAAP earnings both positive and negative, these fluctuations have not affected Primus Financial’s AAA ratings.
Third, as Primus Financial does not post collateral, its counterparties have no claims on our capital based on mark-to-market movements in our credit swaps. There are no ratings triggers which would require us to post collateral even if we were downgraded below AAA.
For these reasons we will continue to manage our business according to economic results.
Now turning to the components of our economic results for the quarter. Primus Financial’s second quarter premium income was $27.2 million an increase of approximately $7 million or 34% compared with $20.2 million in the second quarter of 2007. The increase reflects the year-on-year growth in the credit swap portfolio which increased by approximately 30% from $18.6 billion at June 30, 2007 to $24.2 billion at June 30, 2008.
Included in economic results are the amortized realized gains from the early termination of swaps. We amortized these gains over the original life of the terminated swap. In the second quarter of 2008 amortization of realized gains amounted to $548,000 compared with $2.2 million of amortized termination gains in the second quarter of 2007.
Net interest income after deduction of financing costs including distribution on our preferred securities was $404,000 in the second quarter of 2008 compared with $3.4 million in the second quarter of 2007. Interest income was $6.3 million for the second quarter of 2008 compared to $10.3 million in the same quarter of 2007. The decline in interest income reflected lower interest rates earned on our investment portfolio during the quarter, the impact of which was partly offset by increased cash balances in 2008.
The average rate earned on our investment portfolio was 2.88% in the second quarter of 2008 compared with 5.06% in the same quarter of last year. The average balance in our investment portfolio was approximately $877 million for the second quarter of 2008 compared with $816 million for the same quarter of 2007. The increase in average balances of approximately $61 million was due to the retention of our cash on earnings over the past 12 months.
Total financing expenses in the second quarter of 2008 were $5.9 million compared to $6.8 million in the same quarter of 2007. Blended average financing rate on our $425 million of debt and preferred securities was 5.57% in the second quarter of 2008 compared with 6.42% in the second quarter of 2007.
Although our financing expenses declined from year to year, we did pay interest at the stipulated maximum spreads over LIBOR on Primus Financial’s auction rate debt and preferred securities during the second quarter of 2008, whereas in the second quarter of 2007 the auctions cleared with spreads well under the maximum range. It is worth noting that all of our debt and preferred is long-term or perpetual capital with the first maturity occurring in 2021. Primus Financial’s rating agency capital model has always made the conservative assumption that the auction securities will be set at their maximum spread rates so there is another additional cost in the capital model as a result of the spreads actually being set at their maximums.
I’d like to briefly discuss our CDS and ABS portfolio which had $75 million notional outstanding at the end of the second quarter. As you may recall we incurred a credit event on six seat credit default swaps and asset backed security positions earlier this year due to the downgrade of the underlying asset backed securities to CCC or below rating. Subsequent to the credit event, one counterparty delivered a physical bond in the first quarter. This meant the swap was canceled and we took position of the bond. Bonds have not been delivered on the other five positions. These five swaps with a notional of $40 million continue to run and we continue to collect premiums on them.
As for the remaining $35 million CDS of ABS positions, although we have not incurred a credit event there were some downgrades during the second quarter. Considering the rating agency actions on ABS bonds in the first half of 2008 we continue to monitor the ABS credit swap portfolio very closely.
Asset management fees on the three collateralized swap obligations or CSOs and the two CLOs we manage were $1.1 million for the second quarter of 2008 compared with $625,000 for the same quarter of 2007. This increase is primarily due to the addition of the second CLO in July of 2007.
In the second quarter of 2008 our operating expenses excluding financing costs were $9.8 million, $500,000 from the same period of last year. Headcount is down from the prior year and we are seeing salary, professional fees and technology costs falling. The decline in salary costs have been somewhat offset by modest increases in discretionary employee incentive costs to reflect the improved economic results so far in 2008. During the remainder of this year we will continue to reduce our operating expenses although the full benefit of these actions will flow through during 2009.
Turning to our capital position, Primus Guaranty’s consolidated net cash capital was approximately $893 million at the end of the second quarter of which $80 million is held at the holding company. Cash capital at Primus Financial was $796 million at June 30, 2008. At a notional to capital ratio of 35 to 1 we could support a portfolio of $27.8 billion in notional terms at Primus Financial. Our credit swap portfolio at that time was $24.2 billion so we have capacity to grow our portfolio with the current capital resources.
Let me conclude by briefly summarizing a few key points about our market, our company and our performance. So far in 2008 we have seen an increase in volatility and a reduction in liquidity in the credit markets which is affecting most if not all participants in that market. Primus has not been immune from these challenges.
We’ve seen it in the lack of counterparty capacity and the consequent reduction in the volume of new business. And as Tom noted we are seeing some new business in the third quarter but it’s apparent it will take some time before we revert to a more normal situation. However we believe that we have the ability to handle these challenges facing market participants today. We’ve established a significant book of credit swaps generating a steady stream of premium income so to some degree we can tolerate a reduction in new business for the short term. We have a strong talent base and a flexible operating platform and excellent rating agency and counterparty relationships.
In short, we have the elements in place to not only survive but to prosper as the credit crisis eases. We also recognize the changes in the current market conditions so we are making efforts to reduce our cost space, to restructure some of our transactions to reduce risk and capital usage, and to look for new opportunities to build up new and profitable lines of business.
We’ve now finished our prepared remarks and will open up the call to your questions.
(Operator Instructions) Our first question comes from Craig Siegenthaler - Credit Suisse.
Craig Siegenthaler - Credit Suisse
Can you talk about where Primus’ capital position currently stands relative to the rating agency targets? I know the numbers you just exposed looks like $890 million of total capital, around $700 million of cash and 35 to 1, but I’m wondering what part of that total capital balance is excess capital or that $700 million of cash is excess cash to be used to kind of offset any potential credit defaults down the line?
Thomas W. Jasper
We’ve talked about this in the past. Again we don’t disclose the specifics of our cushions but let me give you sort of a ballpark. Right now the leverage on the portfolio is around 30 to 31 to 1.
31 to 1.
Thomas W. Jasper
And we’ve said in the past that as an entity that is managing both A business as well as super senior tranches that we believe we could operate based on our capital models at about a 45 to 1 leverage at sort of the max. And that’s again sort of a ballpark number. So if you look at the difference between the 45 to 1 where we believe we could operate sort of at the max and the 30 to 31 to 1 that we’re currently operating at, in effect those are the cushions we’re running. So you can do the math but that’s about a 30% cushion that we’re running on the capital that we have in the business versus the capital that’s being employed.
Craig Siegenthaler - Credit Suisse
What I was kind of looking at though is, let’s say you had a net loss of $100 million and that ate up let’s say $100 million of your total capital. Would that put pressure then as all those ratios would automatically kind of expand because the denominator’s deteriorated? Would that force any pressure in the rating agencies?
Thomas W. Jasper
Again my answer to that is that if we got $800 million in capital in the credit protection business and we’re running at 30% more or less cushion, that tells you that we’ve got about $240 million in excess capital. So $100 million would seem to fit okay as a loss within that sort of level of cushion.
Craig Siegenthaler - Credit Suisse
It sounds like feedback from the ratings agencies has been pretty positive. Is there any risk down the road they’d change any of these requirements?
Thomas W. Jasper
Absolutely Craig. We have been very clear from day one of Primus that the rating agencies’ changing their approach to the business model has always been a risk. That being said, we certainly in our conversations with them we do not anticipate as I said any significant changes in the business model and their approach to the CDPCs. But also we all know, and I can’t speak for the rating agencies, but we all know that they are under a lot of pressure and there certainly have been some significant changes in other sectors of the financial markets that they have announced. So I think it’s always a risk. It’s something we try to manage to and as I said, we would expect that to the extent that they decide to make some changes and their approach to our particular business model that they would consult with us on those changes and we would have the opportunity to work with them and certainly to model the impact.
Craig Siegenthaler - Credit Suisse
I don’t know if you think about the business this way, but when you look at economic REs or IRRs, how do they compare with what was happening last year, let’s say before August?
I think we just closed. The REO was actually up this quarter compared with the last quarter.
Craig Siegenthaler - Credit Suisse
I was talking more about kind of a new business margin, on business you’re writing today versus business you were writing?
We’re not writing a tremendous amount of new business but the business we are writing is clearly at better levels in terms of the IRR or ROE than it was in the second quarter of last year. During the latter part of last year we saw an increase in the premiums that we were generally earning and we were pleased with what we managed to put on in terms of the ROEs on that new business. But as we speak today, the premiums are even higher than we saw in the latter half of last year.
Craig Siegenthaler - Credit Suisse
So it would appear that this market’s pretty opportunistic and very attractive. I mean if there was a way Primus could have more capital, would that make counterparties more comfortable to extend business at that point?
Thomas W. Jasper
That’s a tough question to answer Craig. Certainly we’ve thought about it. We’ve talked to counterparties about it. Certainly from a counterparty perspective, more capital is better. We all know that. In turn, if we put another $100 million into Primus Financial, would that immediately mean that our counterparty lines would reopen in a significant way? I think that would be very hard to make that judgment that that in fact is what would happen.
Our next question comes from [Greg Dimaggio - Century Capital].
[Greg Dimaggio - Century Capital]
Given the capital cushion you just stated, I guess the question of deployment of capital in an environment where your counterparties are loosening up but obviously didn’t allow you to do a lot of business in the most recent quarter. When do you buy back stock? I guess you’re stating a capital cushion that even with a little bit of a move in the stock today roughly equates to the market cap of the company.
Thomas W. Jasper
Obviously we being the Primus Guaranty Board has looked at stock buy-backs. We’ve also looked at buy-backs on the PRD bond. And we’ve certainly run the numbers and we understand the economics of the numbers very well, and they certainly are compelling. That being said, in this type of an environment as we said in the first quarter call, capital is dear and we are very focused on trying to make the tradeoff between what’s the best use of that capital and what we are going to need for our business and/or new businesses going forward. So it’s a subject that we have considered; we look at it on a regular basis; and we will continue to consider it depending upon market conditions.
Ladies and Gentlemen, this will end the question and answer session. I would now like to turn the call over to Mr. Richard Claiden for closing remarks.
Thank you all for participating in the call. We look forward to speaking with you again in our call for the third quarter. Anything else, Tom?
Thomas W. Jasper
Yes. The only other thing I would add is that I’m very pleased that during the quarter or actually recently we were able to have Vincent Tritto join us as our new General Counsel. We’re delighted to be able to have recruited someone of Vincent’s background and skill set, and he’s a wonderful new addition to the management team. Again, he’s here with us today and this is his first call with us and it’s nice to have a new set of eyes and ears listening to what we’re saying. Again, we appreciate all your comments and questions and we look forward to chatting with you next quarter. Thanks everybody.
Ladies and Gentlemen, this concludes the presentation. You may now all disconnect. Good day.
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