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ACME Communications Inc. (ACME)

Q2 2008 Earnings Call

August 12, 2008 4:30 pm ET

Executives

Jamie Kellner – Chairman and CEO

Douglas Gealy – Chief Operating Officer

Thomas Allen – Chief Financial Officer

Analysts

Eric Vonderporten - Leeward Investments

[Harvey Hannaport] - West Street Capital

Nelson Obis - Winfield Capital

Presentation

Operator

Ladies and Gentlemen, welcome to the ACME Communications second quarter 2008 teleconference. Copies of the earnings release have been sent to you for your information and reference during this call. If you have not received the earnings release, please call Brainerd Communicators at 212-986-6667. (Operator Instructions)

Before I turn the call over to ACME management, I would like to note the company’s forward-looking usual disclaimer. Today’s call will include forward-looking statements in both the prepared comments and the Q&A session that follows. ACME cautions that these statements are subject to a number of uncertainties and actual results may differ materially. For a review of the factors that can cause ACME’s results to differ, please see the company’s earnings release from this afternoon and consult its filings with the SEC. I would now like to turn the conference over to Tom Allen, Chief Financial Officer of ACME. Please go ahead, sir.

Thomas Allen

Thank you, Mary, and welcome everyone to ACME’s second quarter 2008 earnings conference call. This afternoon’s conference call is being simulcast through our corporate website at acmecommunications.com and will also be available for replay on both our website or by the telephone number as indicated in this afternoon’s release.

With me on our call today are my colleagues, Jamie Kellner, Chairman and CEO of ACME and Doug Gealy, our President and Chief Operating Officer. After we conclude our prepared remarks, we will be happy to take your questions.

ACME issued its second quarter 2008 earnings results after the market closed this afternoon. Our net revenues for the quarter increased 4%, on a 3% increase at our continuing six stations and a 10% increase in revenues at the Daily Buzz.

The Station Group increase was achieved by the 4% decline in aggregate nonpolitical revenues in our five markets as we grew our revenue share at each of our three largest and metered market stations.

Cash-based station operating costs for the quarter increased 4.6% on higher programming payments including our news in Dayton which was launched a year ago, and slightly higher commissions and incentive compensation expense compared to the second quarter of 2007.

Cash-based broadcast cash flow increased 23% from $761,000 for the second quarter of 2007 to $936,000 for the second quarter of 2008, and on significantly lower corporate expenses EBITDA grew from a negative $196,000 in the second quarter of 2007 to $380,000 for the second quarter of 2008. EBITDA for the first six months of 2008 was $216,000 compared to negative $380,000 for the first six months of 2007.

Other notes on our second quarter results, we took three non-cash charges during the quarter. First, due to a significant reduction in our stock price, a continuing weak advertising marketplace, the fewer and lower price transactions for stations and licenses, we determined through a discounted cash flow analysis that our broadcast licenses were further impaired by approximately $12 million and recorded that impairment charge during the quarter.

Secondly, in connection with our usual quarterly evaluation of program rights, we wrote down program rights in the amount of $807,000 in connection with programs where we made changes in our future anticipated scheduling of those shows.

And third, in June we decided not to convert our existing analog backup transmission facility to digital for our Albuquerque station, and accordingly, we recorded these termination costs of $653,000 representing the discounted value of the remaining power lease payments for that facility.

Otherwise, as previously noted, corporate expenses decreased significantly for Q2, 45% down from $1,000,049 in Q2 of 2007 to $578,000 for the current quarter. The decrease reflects reduced executive compensation for our Chairman and CEO. Insurance and professional fees, coupled with the inclusion in Q207 of the death benefit for one of our management staff, and the shut down cost of our corporate graphics department and the related accelerated stock option compensation for those two issues.

We continue to examine other opportunities to further reduce both corporate overhead costs and station costs, including the possibility of delisting from NASDAQ, and deregistering as a public company, which we estimate could save the company as much as $300,000 per year.

Appreciation and amortization for the quarter was $670,000 compared to $807,000 for the second quarter of 2007 as we continue to reach full depreciation on older assets faster than we’re adding new assets.

Income tax expense for the quarter includes a deferred tax benefit of $2.8 million, which relates to the reversal of deferred tax liabilities resulting from the $12 million broadcast license impairment charge taken during the quarter.

Capital expenditures for our continued stations for the second quarter were just $4,000, and for the six months stand at just $63,000 compared to $1.1 million for the first six months of 2007. We expect that our CapEx for the full year will be approximately $400,000 to $450,000 with most of that coming in the fourth quarter, related to the initial payments for the retuning of our digital signals in Knoxville and Dayton, and the build out of our digital facility at our Roswell satellite station.

Income before income taxes from our discontinued operations for the quarter was $20,000 made up of true ups to our allowance for doubtful accounts for our Decatur station which we sold in the fourth quarter of 2007, compared to a $880,000 pre-tax loss in the second quarter of 2007, which again were the operating losses of our Decatur station.

We continue to be unborrowed under our revolving credit facility, our overall cash balances for the quarter declined just $38,000, and we’re optimistic that we will build cash balances during the back half of the year as cash follows positive EBITDA by about a quarter lag.

In our release this afternoon, we provided guidance for the third quarter of 2008. Based on our current sales pacings and pendings, we expect our continuing stations to generate a third quarter year-over-year revenue increase in the range of from 1% to 2%, and on the expense side, we expect cash-based station expenses will moderate and will also increase in that same 1% to 2% range. Based on those station projections and expected reduced losses from the Daily Buzz, we expect our third quarter broadcast cash flow will be in the range of $800,000 to $1 million compared to a year earlier, third quarter broadcast cash flow of $517,000.

I’m going to turn it over to Doug now for more detailed comments on our third quarter results and our outlook for the fourth quarter. Thanks.

Douglas Gealy

Good afternoon. For our stations’ second quarter revenue results, I’ll give you by month and total. April finished up 6.7%, May was down .6%, and June finished up 5.3%, for a total gross revenue increase of 3.7% for the second quarter, versus – 2008 versus 2007. The local-national split continued to be 60% local, 40% national.

Our second quarter in market revenue performance plus station performance, the quarters – or excuse me – our markets the second quarter of revenues without political were down 4.3%, and up 1.8% if you included political. Our markets had a combined $7 million in political for the quarter, versus $1.2 million in the prior year’s quarter.

Our second quarter revenue share is up 8%, including political and up 6% if you include political based on a very good political share performance in Dayton, Ohio with political.

On a category comparison basis, our automotive actually continues to be up slightly, it’s up 1.9%, driven mostly by domestic brands and local dealers. Our retail was up 30%, driven by a local direct development. Focus; soft drinks were down 4%. Fast food was up 4%. Movies continue to be very, very weak. They were down 47%. Political is up just $120,000 versus $30,000 last year.

Corporate was down 1%; schools and education plus 7%. Telecommunications is up 43%, and banking continues to show weakness; it's down 10%.

Our May 2008 books are extremely strong in our metered markets, particularly in Dayton and Knoxville. Our two Wisconsin dairy markets were off, in fact Green Bay by quite a bit, Madison by a single digit percentage point. Overall, on our composite weighted demos from five to midnight, our group on a weighted basis is up 7% in [inaudible].

Third quarter pacing; July finished at plus 1.6%. Audits is pacing down 7.3%. Most of that is due to the unsold inventory on the NBC affiliate carrying the Olympics during this month, and will continue to be open to this inventory and as a national or regional spot becomes available, the Olympics are stealing most of the money.

September is facing down 2.5%, but we expect, particularly with the strength of political that's anticipated in Wisconsin, New Mexico, Ohio, that we will have a nice little push. We’re not expecting too much in Tennessee, but we expect September to pick up the pace very significantly here in the next couple of weeks. The pace of the quarter right now is pacing at minus 2.8%.

A Buzz update, we cleared their WVVH, which is an independent station in New York City, and began airing on 8/3, to bring our coverage of the Daily Buzz up to 45.2% of the country, and the number of markets up to 147. We have quite a few markets still pending for this fall and hopefully we can announce some additional markets here via press releases later this summer.

Our latest national syndication numbers show our strongest performance ever, as the other morning shows lose adults 18 to 34, we have had our strongest week ever on the week of 8/3, in adults 18 to 34 and men 18 to 34, in the history of the show since we’ve signed up for the Nielson Ratings.

And with that, I’ll turn it over to Jamie.

Jamie Kellner

Go to the questions.

Douglas Gealy

Operator, questions please.

Question-and-Answer Session

Operator

Certainly, sir. (Operator Instructions) And our first question comes from Eric Vonderporten from Leeward Investments, please go ahead.

Eric Vonderporten – Leeward Investments

Thank you; a couple here. On Daily Buzz, can you tell us how it performed with the cash flow for the quarter?

Douglas Gealy

It’s pretty transparent actually, Eric. In the press release you’ll see the revenues, and in the reconciliation of cash-based operating expenses, you will see the station expenses, so the revenues for the show, net revenues for the show – let me get these numbers for you here – were $685,000 against show costs, if you will, of $859,000.

So, we did lose money on the show. It was a smaller loss than we incurred a year ago. The revenues we hope, especially with the clearances Doug has alluded to that we’ve just gained in New York and have others pending, that will continue to ramp up those revenues as we go through the year.

Thomas Allen

At some times, if I’m not mistaken, but already in the third quarter, we have almost $100,000 more in the books than we did in second quarter. Second quarter kind of hit a wall until we got to the middle of May.

Eric Vonderporten – Leeward Investments

Are you still hoping or expecting that the Buzz will be cash flow positive for the year?

Thomas Allen

Yes.

Eric Vonderporten – Leeward Investments

Okay, and regarding those station impairments, can you tell us how many stations you impaired?

Douglas Gealy

All but one market.

Eric VonderportenLeeward Investments

All but one, okay. Thanks, all. That’s all for now.

Operator:

And our next question comes from [Harvey Hannaport] from West Street Capital. Please go ahead.

Harvey Hannaport – West Street Capital

Hello, and thank you for the relatively good results. On the Daily Buzz; I’m sorry, Doug, which station in New York did you say it’s going to be picked up on and who owns the station?

Douglas Gealy

It’s airing on WVVH, the Hamptons' independent station. I think you can – what system are you on? How do you receive your TV, Harvey?

Harvey Hannaport – West Street Capital

Cable, Comcast.

Douglas Gealy

Comcast, so you’re not in New York either, are you?

[Harvey Hannaport] - West Street Capital

No, no I’m not.

Douglas Gealy

Oh never mind, but it’s on Cablevision, and it’s on Direct, and it’s on all the systems out there. It’s basically an independent station. There are like four or five of them out there, and kind of have – you can go to their website. It’s wvvhtv.com, I believe. It’s a pretty doggone good website. They have some kind of very forward-looking management up there, and the Buzz is kind of, I guess one of their featured shows, so we’re very excited.

Pardon me?

Harvey Hannaport – West Street Capital

I think it is www.wvvh.tv.

Douglas Gealy

Dot TV; yes, that’s correct.

Harvey Hannaport – West Street Capital

And you can see it – and they broadcast or it will be seen in New York City?

Douglas Gealy

Yes, it’s cleared, I want to believe on multiple delivery systems in over 5 million households out there.

Jamie Kellner

And that clearance began last Monday.

Douglas Gealy

So that was not even factored into our best performance ever in 18 to 34 year olds yet. Those numbers will have a look and peek at next week.

Harvey Hannaport – West Street Capital

All right I see, and when you said you were going to be cash flow positive for the year, did you mean that you would be cash flow positive for the year for the Buzz or that you’ll on a run rate basis by the end of the year be cash flow positive?

Douglas Gealy

We’ll be cash flow positive on a run rate – no, in general.

Jamie Kellner

Yes. I think for the year is the answer. Harvey, you might remember we hit our first broadcast – we hit our first positive cash flow for the show in the fourth quarter, but as the revenues are, it is a cyclical performance, especially since it’s relatively close to the line, so the expectation – and obviously the fourth quarter, third and the fourth quarter, will tell the story that we’re positive for the year.

Douglas Gealy

And that doesn’t include obviously, our stations with the revenue growth and that day part continues to grow very strongly. In fact, on that political side, I want to say that in all of our markets – and I’m going to asterisk this because there may have been one – but I think every political buyer has put their dollars into the Buzz.

Harvey Hannaport – West Street Capital

And is there any update in the sale process, or is it basically moribund?

Douglas Gealy

More of the same old, same old.

Jamie Kellner

We’ve not pulled the stations from the market. We continue to engage Cobb and Associates, but it’s a pretty, pretty tough environment out there.

Douglas Gealy

As you can imagine, we can have minimal, you know, activity and discussions pretty much on a weekly basis, but they’re very soft.

Harvey Hannaport – West Street Capital

Okay and the last question is what is the status? I mean, Tom, you mentioned the possibility of going dark, in your delisting.

Thomas Allen

Yes.

Harvey Hannaport – West Street Capital

How far along are you in that thought process?

Thomas Allen

I think that decision, one way or the other, will come down sometime during the third quarter.

Jamie Kellner

The goal was to make sure that we don’t put ourselves into being a borrower and control vesting the company and so we’ve looked at every possible way to reduce our expenses and this is the last large chunk of money that we can find, so we're going to think it through carefully and then make a decision.

Harvey Hannaport – West Street Capital

And if you decide to go that route, what kind of communications will you have with the shareholders?

Thomas Allen

Well, there is a press release required by NASDAQ and a filing, and then another filing with the SEC.

Douglas Gealy

They actually like the input of our major stockholders on this, you know, feel free to call Tom or myself on this with your –

Harvey Hannaport – West Street Capital

I definitely will.

Douglas Gealy

Okay.

Harvey Hannaport – West Street Capital

Okay, great. That’s it for me. Thanks again.

Douglas Gealy

Harvey, thank you.

Operator

(Operator Instructions) And we have a follow-up question from Eric Vonderporten from Leeward Investments. Please go ahead.

Eric Vonderporten - Leeward Investments

Thanks again. On the going dark, don’t you need to be below 300 shareholders?

Thomas Allen

Yes, we are. As you may know Eric, there’s a rather, somewhat I guess, controversial rule in determining of how you count shareholders. It’s not a beneficial shareholder count. It is basically counting every institution and brokerage firm once.

Eric Vonderporten - Leeward Investments

Yes, record holder.

Thomas Allen

Well, not record holders, because they’re not record holders [inaudible]. It’s that in-between number, yes, and we’re well below the 300 number.

Douglas Gealy

Right.

Eric Vonderporten - Leeward Investments

Okay, so that makes it relatively straightforward for you.

Thomas Allen

Right.

Eric Vonderporten - Leeward Investments

I appreciate you asking for input –

Douglas Gealy

And again, you know Tom and I would be happy to take calls after this call, in the next couple of weeks, with some input on how you all would feel about, you know, major stockholders, about this move.

Eric Vonderporten - Leeward Investments

Okay. Tom, you and I talked a few weeks ago about the CW station sale in Boise, and that seemed like a fairly decent price at $8 million. You know, has there been any other comps in the last few months?

Thomas Allen

Just for the benefit of everyone else on the call, you know we talked to Eric about the fact that that Boise sale was a little bit of a unique situation much like the Tucson sale, from Cascades was not too much earlier, and that is that the buyer in that case Journal, in both cases, Journal, owned – I think it’s the ABC station in that market, isn’t it, Doug?

Douglas Gealy

I want to say it's CBS in Tucson, or ABC in Boise. I could be wrong.

Thomas Allen

Right, I think it was ABC in Boise, but they own another station in the market, so obviously I’m guessing a hardship waiver coming, because there are not enough stations in that market for a legal duopoly, and they also own newspapers in that market, so.

Douglas Gealy

And I believe radio in Tucson, correct?

Thomas Allen

Right, that makes – that sounds familiar, so you know, a lot of synergy, you know if you were in this from our own sales. I mean we’ve sold most of our stations into, you know, duopoly situations whether it be, you know, kind of legally separate owned, but obviously, kind of like acquainted companies, in Fort Myers to a hardship sale in Decatur to Clear Channel in Salt Lake.

Douglas Gealy

I think you would be hard pressed to find a CW channel being sold, in other words, where there’s not another – you know, the buyer’s not already in the market or it’s not packaged with other affiliates like in the sale to Silver Point.

Eric Vonderporten - Leeward Investments

Right, that makes sense to me. Obviously we’ve just got to find the right combinations and I’m sure you’re working hard at it.

Douglas Gealy

If you have any ideas, give us a call.

Eric Vonderporten - Leeward Investments

I will.

Operator

And our next question comes from Nelson Obis from Winfield Capital. Please go ahead.

Douglas Gealy

Hey, Nelson.

Nelson Obis – Winfield Capital

Yes, hi there. Yes, on this going dark, there are plenty of positive models out there, and I mean basically all you do is get rid of the accountant’s fixed ordinary charges and you can continue the conference calls, anyway, corporate expense, is that a normalized number, or were there something extraordinaries that knocked it down to the level in the second quarter [inaudible]?

Thomas Allen

Well, it’s fairly normalized; although, you know we have historically recorded for example, Nelson, the full audit fee during the fourth quarter for the year. We record the expense of the quarterly reviews by our outside auditors each quarter. That’s a fraction obviously of the full audit, see? So the fourth quarter number is always higher because of that.

We also generally have stocks-related costs that are basically back quarter, back third of the year loaded, and just to remind you and everyone else, you know we don’t have the stocks at that station requirements as a small accelerated filer by the auditors, but we do have the management rep required which means that for us, because we are so thinly staffed, we do engage in outside consultants, that do help us with some of that consulting or analysis and evaluation of our internal controls, and to actually test the corporate office, if you will.

So you know there’s a little bit of a blip in the fourth quarter, but apart from that, most of the rest of the costs are pretty even throughout the year.

Nelson Obis – Winfield Capital

Okay, and the decision not to go digital in Albuquerque?

Jamie Kellner

That was something I wanted to clarify on that Nelson. I’m glad you brought that up. That was on our back up facility, so we have a back up facility which we were obligated to lease, that if our main facility went down, you know it was a part of the deal for the construction permit, when we bought it from the Roberts Brothers, so our main stations will all be digital. This is just a back up site that will –

Nelson Obis- Winfield Capital

Right, okay, I got it,

Thomas Allen

And there are a lot of large market stations that have separate, total redundant back up facilities, but in our case, we don’t think that the cost justifies the minor benefits, so.

Nelson Obis - Winfield Capital

And I wonder, could you take us through the calculation on the program write-down? Is that a [inaudible]?

Thomas Allen

Yes, basically it’s an art, not a science, but by and large –

Douglas Gealy

I think you’re talking about how some other groups do it –

Thomas Allen

Well, I’ll tell you how we do it, and then give you an idea of how we believe other station groups do it. We basically analyze each show on a station by station basis, so the accounting rules require you basically to look at your future expected revenue for a given show, compare that net revenue against the program rights, and if you don’t believe that the revenue is going to exceed the program rights, then you write the program down to that level of revenue.

Now in projecting revenue, as you can imagine, some of these program rights go out you know three, four, five years, so you’re having to project revenues out quite a ways –

Douglas Gealy

Contrary to some –

Thomas Allen

Yes, where you’re going to air the show, what other programming you might pick up that might help the show relative to offering a different leave-in opportunity. You know, the – all kinds of, you know, what the market's going to do in terms of costs per point thresholds. So it’s definitely an art, not a science.

But I think most other station groups, and if you are on any of their calls you can ask them, but I think the difference in the way we approach it, which is more conservative I think for sure, is that they analyze day parts as opposed to shows, so that, you know as a show gets weaker and it gets downgraded in time period, as long as the money is being made up by another show in that same time period, they don’t write it down.

So these are non-cast charges we calculate broadcast cash flow, not on the amortization of the show, but on the payment schedule of a show. Not when we make the payments, but when the contract says we’re supposed to make the payment.

Douglas Gealy

And some other groups will take a show like say Friends, and say they’ve got it in 22 markets, they’ll take the total group, versus individual stations, but that keeps the show from staying off.

Thomas Allen

Yes, we can do it again, station by station.

Douglas Gealy

We are looking at it station by station and show by show.

Nelson Obis – Winfield Capital

So as a result of this, I mean, does that affect, going forward, your view about what shows you pick up or how you put your schedule together?

Douglas Gealy

Well, what we don’t want to do, Nelson, is to play – to let the, excuse me, Tom, but to let the accountants run the programming, right? But the show’s doing – he could have placed the shows already down into a better time period, to, you know, avoid this write-down that is all paper. It would have hurt our ratings.

Thomas Allen

Right. We look at those as some comp, Nelson, so we're looking at how to max the revenue based on what we have.

Douglas Gealy

What is the best thing for these [inaudible] stations.

Thomas Allen

Right.

Nelson Obis – Winfield Capital

[Inaudible] show being put into a time period where you’d have a larger profit margin, where this show in a lesser time period would have a smaller profit margin, or might even lose something on the airing of the show, but overall you’d be in a better position.

Douglas Gealy

Right. That’s all fair game.

Nelson Obis- Winfield Capital

I’d just like to hear Jamie’s thoughts. I mean, one of the frustrating aspects of this investment is that, I don’t think their network has been short of innovation and you know, they’ve done some things that I’m sure everybody on this call, you know, 12 to 24 months ago, thought could at least keep the status quo rather than a continued loss of viewers in certain key demographics.

I’m just curious Jamie, whether you sense a certain frustration from the innovators. I know there have been some personnel changes, and just what do you think? I hate to make you fantasize this, but if you were running CW now, what would you do? How’s that for a question?

Jamie Kellner

What I would do, is I would get Michigan J. Frog back out of moth balls and put him into WB and make believe this past two years hadn’t happened.

I think we’ve squandered a great brand and unfortunately the efforts that followed were not good enough to establish any kind of real credibility to this new brand, and so that’s why the smaller diary markets are suffering so badly, compared to the meter markets, because in diary markets, your brand is even more valuable than a larger meter market. People have to remember something to write it down in a book.

Douglas Gealy

Right, and our Green Bay stations are a great example of that. With the WB, we were always one of the top performing non-metered markets, and inherently when CW lost that brand and our audience, I’m sure is still watching us, Nelson, but we’re not getting reported.

Thomas Allen

Again, we’re basically the same programming, as all our stations have very, very similar programming.

Douglas Gealy

With the exception of prime, but we begin to talk about prime a little bit, and I’m trying to find these numbers, Nelson, so that we can give everybody a little flavor. Sorry, guys, I can’t find it.

Thomas Allen

What are you looking for Doug?

Douglas Gealy

Our lowest shares, our lowest composite shares, what our composite share is, you look at, based on a percentage of dollars placed against each demographics in our market, and the average assigned of dollars placed against 18 to 34 adults is about 10%. That's a little lower now.

The 18 to 49 is 40% and 25 to 54 is 50%. We create a composite based on that weighting in each of our markets to look at our day part, and if you look across our markets, the lowest composite share that we have in every single market – I think there’s one exception. The one exception is Green Bay; it has one other day part, but the network’s composite share is the lowest in all of our day parts except for in Green Bay, where it’s slightly higher than our [inaudible] brand.

So you can argue that the network is bringing us down, although there is a benefit obviously to developing the brand, but in this case with the CW, they’re not much of a brand.

Now that being said, in prime time, and not so in Dayton, we finally turned around. We had increases in May versus the prior year, but it didn’t get – remember the prior year was not very good. For our prime time actually went up in share in Dayton and Knoxville, and then they booked.

Thomas Allen

Yes, actually, Doug, the numbers there on a composite basis, that’s a blended of the three key demos were up 25% in Dayton, and up 13% in Knoxville, May over May.

Unidentified Corporate Participant

Yes, one of the points that was brought up earlier, was where the stations ultimately belong, and the good news for us is that two of our stations are on fire, in Knoxville, and Dayton, you know, we’re just roaring along, and it’s too bad there’s not somebody in those markets that doesn’t recognize how they could dramatically improve their total share of viewers, and therefore share of advertising dollars at a fair price.

But the market’s just stagnant, and people are not looking, you know, taking capital or not looking to make investments in the industry at this point, so – but we do have two stations that are performing very, very well right now.

Nelson Obis – Winfield Capital

Okay, thanks.

Jamie Kellner

Okay.

Unidentified Corporate Participant

And you vote yes on the lifting, Nelson, of my extension?

Douglas Gealy

This is off the [inaudible].

Operator

Ladies and gentlemen, there appear to be no more questions at this time. I will turn the floor back over to management for any further comments.

Jamie Kellner

We’ve obviously started the discussion of the dealer thing. We encourage anybody who has a comment, pro or con, to please – you can probably go through Tom or Doug. Tom is available in his office every day, and we’ll get back to you as soon as we have a sort of a consensus of what thought is, and whether it is the right thing for the company to do. I appreciate you being on the call today, and we’ll speak to you in 90 days. Bye, bye.

Operator

Thank you everyone. This does conclude today’s conference call. You may disconnect your lines at this time and please have a wonderful day.

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