California Water Service Group (CWT) CEO Marty Kropelnicki on Q2 2021 Results - Earnings Call Transcript

California Water Service Group (NYSE:CWT) Q2 2021 Earnings Conference Call July 29, 2021 11:00 AM ET

Company Participants

David Healey - Vice President & Corporate Controller

Tom Smegal - Vice President, Chief Financial Officer

Paul Townsley - Vice President, Corporate Development & Chief Regulatory Officer

Marty Kropelnicki - President & Chief Executive Officer

Conference Call Participants

Ben Kallo - Baird

Operator

Good morning, and welcome to California Water Service Group Q2 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded.

I would now like to turn the conference over to your host, David Healey, Vice President and Corporate Controller. You may begin.

David Healey

Thank you Carol. Welcome everyone to the 2021 second quarter results call for California Water Service Group. With me today are Marty Kropelnicki, our President and Chief Executive Officer O; Tom Smegal, our Vice President, Chief Financial Officer; and Paul Townsley, our Vice President of Corporate Development and Chief Regulatory Officer.

Replay dial-in information for this call can be found in our second quarter results release, which was issued earlier today. The replay will be available until October 27, 2021. As a reminder, before we begin, the company has a slide deck to accompany the earnings call this quarter. The slide deck was furnished with an 8-K this morning and is also available at the company's website at www.calwatergroup.com.

Before looking at the second quarter results, we would like to take a few moments to cover forward-looking statements. During the course of the call, the company may make certain forward-looking statements, because these statements deal with future events, they are subject to various risks and uncertainties and actual results could differ materially from the company's current expectations, because of this the company strongly advises all current shareholders as well as interested parties to carefully read and understand the company's disclosures on risks and uncertainties found in our Form 10-K, Form 10-Q, press releases and other reports filed from time-to-time with the Securities and Exchange Commission.

I'm going to pass it over to Tom to begin.

Tom Smegal

Thanks Dave and good morning everyone. Thanks for being with us for our second quarter earnings call. Today I'm going to talk a little bit about our financials and then turn it over to Marty and Paul to talk about some of the other aspects that are going on for the quarter. So I'm going to start and I'll walk through the slide deck. So as usual, I'll refer to the page numbers so you can follow along try to be as descriptive as possible if you don't have the slides with you.

For the quarter, the company's net income rose to $38.2 million, as compared to $5.3 million in the second quarter of 2020. On an earnings per share basis that is $0.75 per diluted common share in 2021, as compared to $0.11 for the quarter in 2020. That was on slide 5.

If you flip to slide 6, we can talk briefly about the year-to-date results. Here, we have a net income of $35.2 million on a year-to-date basis that compares to a net loss in 2020 of $15 million. And on a per share basis, we have earnings of $0.69 per share in 2021 and that compares to a loss of $0.31 in 2020. And for the year-to-date, the capital investments I will highlight $138.5 million of capital investments as compared to $133.5 million of CapEx in 2020.

Flipping to the next slide, slide 7. The story here in the second quarter is very similar to what we talked about at the end of the first quarter. The financials are primarily better because we have the result of the 2018 California Water Service Company general rate case and that did a number of things for us. First of all, if you'll recall last year in the second -- first and second quarters, we did not book the interim rates or the regulatory mechanisms that the company eventually got approved by the commission, because of the uncertainty at that time. So we did book those in the third quarter of 2020. So when you're comparing our results here in 2021 to those results from 2020, keep in mind that you were missing a big chunk of what ended up being the earnings in 2020.

Our core operating costs are increasing as expected. We have lower equity AFUDC as anticipated as we've talked about before. Capital spending is on track to our target, which is between $270 million and $300 million for the year. We did have some other impacts on the quarter, and I'll talk a little bit more extensively about the unbilled revenue accrual, because that's giving us a big pop for the quarter. And the market value of our -- some of our pension assets reduced our EPS by about $0.03 on the quarter.

Flipping to slide 8. You can see the earnings bridge. These are the factors we were just talking about rate relief, regulatory mechanisms, OpEx, this benefit plan investments mark-to-market there. The unbilled revenue is adding $0.17 on the quarter, and I guess, I can talk about that now. It's also on the next slide, but what we've experienced in California is a warmer and drier year, as Marty will talk about a little bit later. And what we believe is happening is we've advanced the unbilled revenue, which normally pops for us in the third quarter. We see that unbilled revenue accrual increasing very rapidly here in the second quarter.

This happens from time-to-time with the company. We have inflections in our water sales that usually happen around June and July as the weather gets hotter in California. That seems to have happened on the earlier end of this year. And so what we're looking at is earnings associated with recording the unbilled revenue accrual that would more likely in a different year be third quarter earnings. And so we can talk a little bit about what that means.

But our -- with the expectation that we would have as described on slide 10 is that unbilled revenue generally will not add to earnings over the course of the entire year. And so this is really a seasonal effect. And so if you're looking at this from a modeling standpoint, this is not some new factor that's going to give us extra profits for the year in most cases. And typically that's going to come back down to around zero at the end of the year.

Talking about slide 10 is you want to emphasize a couple of other notes. These are things that we've generally talked about on prior calls, but I wanted to remind the community and interested parties about these. As I mentioned in Q3 of 2020, we recognized $43 million of net income, which was attributable to Q1 and Q2 of 2020. And that was because of the delayed California general rate case we had not booked interim rates. And we had not booked the regulatory mechanisms, because we weren't sure of the probability of recovery, and we did end up booking those in the third quarter.

So another thing to think about is that the third quarter of 2020, we had an extremely high earnings release that quarter. That included all of this net income associated with Q1 and Q2, which is now being properly recorded in the proper period. So, keep that in mind when you're thinking about the third quarter earnings that's coming up. Once again, our authorized rate base for all operations in total is $1.82 billion that is -- remember we're rate regulated with a rate of return on rate base. And so you can work into a general range of earnings so to speak with respect to the company just by calculating the rate base times the rate of return and get to -- and the capital structure there and get to that number.

Our operating costs are increasing as expected, depreciation, property taxes and wages in particular. As I mentioned on the last call -- last couple of calls, the eligible means and services state tax deductions will be lower in 2021 and that raises our effective tax rate. And that was something at the end of 2020 where we saw a big bump-up from the enormous amount of state tax repairs deduction that we received that year. The net income from recognition of equity AFUDC in 2021 is lower and is expected to be lower because we have fewer long-duration projects that are accruing equity AFUDC. Finally, to add here, that the market value of the certain retirement assets that was up quite a bit in 2020 and it's up a fair bit in 2021. We don't ever know what the market is going to do. I'm sure all of us would like to know what the market is going to do in the future. But -- so we can't predict what that will add or subtract from earnings for the total year.

So that's my financial update in general and I'm going to turn it over to Paul to talk about the regulatory update.

Paul Townsley

Thank you, Tom. Turning to slide 11. I'm pleased to report that California Water Service Company filed its General Rate Case with the Public Utilities Commission on time July 1. This rate case, the largest in our history is requesting approval of just over $1 billion in capital expenditures during the three year rate case cycle. We worked very hard on addressing customer affordability when preparing this case and have been able to keep increases under $5 per month for the median residential customer in all of our service areas. Because this will be our first rate case in which the full WRAM/ MCBA is not part of the filings, we've also taken a deeper dive into sales forecasting and rate design to enable us to balance customer affordability, revenue stability and conservation. This has led to a 6% lower sales forecast than in our last adopted, but also an innovative rate design which provides significant discounts for the first six units of water used each month and increases the amount of revenue collected in our fixed monthly service charge.

We're now in the discovery phase of this case and expect the Commission decision before the end of 2022. Just recently, Commissioner Darcie Houck was named as the assigned Commissioner in our rate case. She's the newest Commissioner at the Public Utilities Commission, but it's been an administrative law judge at the Commission is an attorney and understands Commission processes. Commissioner Houck is also the assigned Commissioner for our cost of capital case which we expect a decision by the end of this year. In other news, a week ago we filed our General Rate Case in Washington State which covers both our legacy Washington Water Service Company customers plus our new East Pierce customers that we acquired from the Rainier View Water Company. And we expect the decision in that case sometime this fall.

With that, I will hand this off to Marty.

Marty Kropelnicki

Thanks, Paul. Good morning, everyone. Two areas I want to provide operational updates on. Starting off on page 12, talking about the recently declared droughts and I say drought is plural given the approach the state has set forth early on in the second quarter. And by doing so, they were evaluating drought conditions on a county-by-county basis. As we wrapped up the second quarter, the drought kind of quickly spread and we have 51 of the 58 counties in the state of California now under a declared drought emergency.

Accordingly, as part of our planning process and rate case process with the Public Utilities Commission, we filed what's called Rule 14.1 which is our water supply master plans in June. And within that water supply master plan is something called Schedule 14.1, which is our water supply contingency plans, which cover the various stages of drought. Very happy to share that on July 14, the Commission approved our Rule 14.1 plans as well as our Schedule 14.1 water supply contingency plans. We are officially in a Stage 1 drought in all the districts that we operate in.

We are currently monitoring water supply conditions in every location within the state of California that we have. We have asked our customers for a voluntary 15% reduction over the summer months. And we're utilizing the same model that we developed during the last drought which is really doing what we call the customer-first approach trying to give our customers as many options as we can to help them hit their reduction targets. So we're utilizing that same model, which includes a drought steering committee that we have within the company that I meet with every other week as we go into the summer months.

I think what's important to note about the current drought conditions in the state of California is it highlights the proactive moves we've made over the last two years on the ESG and risk management front to prepare for drought and more riskier weather type of conditions. One of the things we did we combined our water supply planning team and our water conservation teams which were in different parts of the organization to come together as one team to look at supply and demand within one group and focus on water supply resiliency, including the impacts of climate change. So we're going to continue the path that we're on. The foundation has been laid for our contingency plans and to move throughout the stages of the drought. And we're going to take the same approach that we had in the last major drought, which all of our customers hit then what was the 25% reduction targets.

Moving on to talk about the continued impacts of COVID-19 and the pandemic. All of our company's employees have returned to work. We started a phasing back in the first week of July to get our employees back at work. Remember that 90% of our employees have been at work every day throughout the pandemic. So, the ones we phased back in most of them are corporate staff and jobs that could be worked on remotely. During the pandemic we have phased them back and at work. We continue to be vigilant for employee and customer safety including all of our campuses are still locked down. We have encouraged and put incentives out there for vaccination rates for our employees. We follow our local masking rules and we have employee screenings at every location every day. Again, despite the pandemic, we have been at work every day 365 days a year 24 hours a day.

Looking at the collectability process and what's happening on the receivable front in New Mexico and Hawaii. They have allowed us to start the billing collection process again. In California and Washington, we're still under a moratorium.

The moratorium in Washington will end on October 1st and in California, we're working through our recent decision that came out from the PUC that lays out the rules that will allow us to restart the collection process here. So I don't have an exact date yet. The decision just came out last week and we're working through that now.

At the end of the second quarter, we saw increases in customer accounts and remember that we have suspended collection activities. We haven't done that in about a – well over a year. Bills outstanding increased slightly to $12.5 million. We think that's good news. It's leveled out a little bit.

We have continued to increase our reserve for doubtful accounts from $5.7 million now to $6.3 million, and within the budget for the State of California, which is our largest operating entity. The states that we operate in and California is the largest, the State of California has reserved a $1 billion for water utilities arrearage management relief.

So in other words, the State is going to be picking up a good chunk of the tab of these late receivables. The process and how they're going to be distributing that money is still being determined. We're working with the State and through our association with the other water companies to determine the best process forward, but it looks like there will be some relief that comes from the State to help offset the bills for the people affected by COVID and their ability to pay their water bills.

The incremental cost of COVID-19 for the second quarter continued to run about $200,000 a quarter. So we're up to about $1.3 million total, since the beginning of the pandemic. That's being captured in a memo account. It's interesting to note that, water sales in California are at 103% of the adopted numbers that were approved in the last General Rate Case.

And year-over-year, residential consumption is up 4%, and that's been offset by lower business in industrial sales and, of course, as the economy was slowed and stalled out there for a little bit. But as businesses come back, we expect to see the business in residential sales to continue to climb.

Liquidity remained strong at the end of the quarter with over $66 million cash on hand and additional borrowing capacity of $405 million on the line of credit, subject to various borrowing conditions, but liquidity remained strong, as we move into the warmer summer months.

With that, Paul, I'm going to turn it back to you for a business development update.

Paul Townsley

Great. Thank you, Marty. If you will turn to slide 14. California Water Service Group has been busy in the business development area. In May, we announced our establishment of Texas Water Service and our entry into the fast-growing region of Texas, known as the Austin-San Antonio corridor. As part of our entry into Texas, we also announced our majority ownership of the BVRT Water Resource Company, which in turn owns four wastewater utilities in this Austin-San Antonio corridor.

Also, in May, we closed on our acquisition of the Kapalua Water and Kapalua Wastewater Company and added a 1,000 new Maui customers to our Hawaii Water Service Company.

Last month, in June, we announced the execution of a definitive agreement to acquire a wastewater utility on the island of Kauai in Hawaii, which will bring 1,800 Equivalent Dwelling Units to our Hawaii Water Service Company, and we will be filing the application with the Hawaii Public Utilities Commission shortly for its approval of this purchase.

A week ago, in July, we filed an application with the New Mexico Public Regulatory Commission for approval to acquire the Morningstar Water Company in Northern New Mexico and bring its 2,000 customers to our New Mexico Water Service Company.

And next week, we anticipate that the California Public Utilities Commission at its August 5 open meeting will approve our newest California utility known as The Preserve at Millerton, which is a greenfield or new development, water, wastewater and recycled water utility, which will ultimately bring about 2,800 customer connections to California Water Service Company.

If you turn to slide 15, 15 is a little bit more detail on our entry into Texas, and you can see on this map the four utilities that we have and you can see that they are really poised to capitalize on the tremendous growth in this region. Remember that, Boston and San Antonio are among the five fastest growing cities in the US.

We have approximately 2,500 customers and customer commitments today in among these four utilities, and anticipate that their combined service areas could build out to over 60,000 customers. Meanwhile, Texas Water Service is seeking out other opportunities in Texas.

And if you turn to slide 16, that's my final slide, it's really a recap of some of our recent business development activity. We have a full pipeline of growth opportunities, and we are excited by the potential to further grow the company through acquisitions and through other deals.

And with that, I will turn it back to Tom.

Tom Smegal

Thanks, Paul. I'm looking now at slide 17, and as promised in the first quarter, we've updated slide 17 and 18 which are CapEx and our rate base slides to reflect the proposal that's been made in the California General Rate Case.

And so the last three bars on each of these charts represent the effect of the proposal, and I do want to remind everyone, obviously, that this is a proposal that's been made to the Commission and is going to be evaluated by the CPUC and a determination will be made, as Paul suggested, late in the year 2022 with an effect date of 2023.

And so, these numbers can obviously change as we go through the regulatory process. But what it does show for 2022 through 2024 is that we would anticipate our combined CapEx with California and the other states to be in the range of $355 million to $365 million a year and that corresponds to the $1 billion proposal that Paul's group put to the CPUC plus the CapEx that we're spending in our other states.

And then the result of that, if you flip to slide 18 is the estimated rate base that's associated with that. And once again, our current rate base is about $1.82 billion for 2021. We have another step increase that's associated with the last California rate case and that would potentially impact 2022 to give us a higher rate base adopted there. But the proposal that Paul has put forth to the CPUC, his team, would increase our rate base to the point of $2.2 billion, $2.5 billion and $2.75 billion combined, again with the other states, if that proposal were adopted as proposed.

So certainly a lot for us to do in the regulatory process, but good news ahead from a company growth standpoint in all of the respects. So thank you Paul for doing both of those aspects of your work.

Marty Kropelnicki

The heavy lift, so to speak, right?

Tom Smegal

Yeah. Paul's got that two big generating – revenue generating items.

Marty Kropelnicki

All right. Well, I'm going to wrap us up here. Just in summary, Q2 results were in line with our expectations. Sorry for the lumpiness sifting through the financials as Tom did a really good job pointing out in our graphs in our earnings reconciliations. That was really driven by the late GRC that we had and there was not much we can do about that.

But just to remind everyone that those comparables quarter-over-quarter year-over-year you got to factor-in that delayed General Rate Case. Clearly, we're seeing the effects of the drought in the second quarter with that unbilled revenue which is really our revenue accrual. We typically see as consumption increases as we move into the warmer months of the summer you'll see that accrual go up.

And then you'll see a turn down in the winter when you see consumption go down as the rains start and on the West Coast. So, we clearly saw a pick up from the unbilled revenue due to the drought and the weather conditions. So, consumption went up earlier than we anticipated. Tactically there are really kind of four things going on that we're focused on as we move into the fourth quarter. Obviously, the cost of capital first and foremost in trying to get that wrapped up this year, followed by as Paul said the discovery phases of our 2021 General Rate Case for the state of California which is a Herculean event. There's a lot of data requests that go back and forth hundreds and hundreds of data requests.

So we're going to stay vigilant and stay keenly focused on wrapping up those two regulatory proceedings. We look forward to working with Commissioner Houck to bring those to a successful resolution on time and on schedule. Additionally, tactically two big things going on, on the West Coast and specifically in California. One is the drought. And as I said, we are officially in a Stage one drought for our customers. And the second thing is wildfire season. There are currently nine wildfires burning in the State of California two major wildfires.

The two major wildfires are burning in national forest area. So there are no threat to our service areas that we operate in. But obviously you're seeing smoke from the West Coast make it all the way to the East Coast as these smoke looms travel throughout the US. Big accolades to the Operations team for their early readiness for fire season this year. That means for us that August, September and October given the dry conditions we think could be pretty volatile.

But I will say, the team finished their wildfire readiness planning ahead of schedule. All the employees have gone through all their trainings and we're ready to go into the hotter drier summer months focused on minimizing any damage from wildfires and making sure that our customers stay supplied with clean and fresh drinking water.

And then lastly, strategically we're going to keep our focus on climate change resiliency for the long term focusing on the effects of climate change on our customers and our business and what we can do as a company to help slow those effects.

And you'll hear us talking more about climate change and risk management and our K and Q filings that we put out there. in our investor presentations. If you haven't read our ESG report that's been put out there I strongly encourage you to do that. This is going to strategically be a keen focus of the company here I think for years to come.

So with that Carol will officially end our prepared comments and we will open it up for Q&A.

Question-and-Answer Session

Operator

[Operator Instructions] You have a question from the line of Ben Kallo with Baird.

Ben Kallo

Hey guys, good morning.

Tom Smegal

Good morning, Ben.

Ben Kallo

A couple of questions. Just first on the unbilled revenue. Could you just maybe explain a little bit what -- so it's -- I understand you don't think it's going to be a carryover or is it definitely not going to be a carryover. And then I guess that's the question right there.

Martin Kropelnicki

So Ben we've talked about this on multiple occasions and it's a confusing aspect of our business because the key thing to remember is that the unbilled revenue accrual is outside of our WRAM mechanism. And so, what we're doing is measuring the number of customer days that have not yet been billed for multiplied by the expected bill that would be occurring on those customers.

And so what we've seen -- what we normally see is that that bill goes up in the third quarter and you have a higher unbilled revenue accrual in the third quarter this year. The bill went up more in this because of higher rates and more customer usage. And so that is reflected here in the second quarter and it's a bit unusual.

So, what's going to happen is if you have a normal third quarter where that bill is still as high as it was. You're going to -- you would normally see a bump up in earnings in the third quarter representing that additional accrual. That probably won't occur at least to the extent that it has in the past. And so we're essentially that - I'd like to say that the unbilled revenue accrual that we're booking in the second quarter is really borrowing from third quarter earnings because this normally would be an effect that we'd see in the third quarter.

Then when you get to the fourth quarter because of the colder weather and typically rain in our service areas you see a dramatic drop in the normal unbilled revenue and that is always a factor in why we don't earn as much money in the third quarter as we're reversing out that big summer unbilled revenue accrual because the bills are lower because we're in a winter period. So does that help Ben?

Ben Kallo

That's great. On the GRC, could you remind us kind of -- I think it was like $860-some million that you went in for -- in 2008, when you submitted it. And then, kind of what shook out? And then, maybe to the -- I know that you guys can't really talk to what will be allowed, but maybe talked about the $1 billion and what that consists of? I know, Marty you mentioned climate change. Is there a climate change-related stuff? And is that -- what California is looking for? Maybe just talk a little bit more about what's inside the rate case.

Paul Townsley

Do you want me to -- I can start on that. So the rate -- hi, this is Paul Townsley. So the rate case is very similar to our last rate case in terms of the types of projects that are included. Obviously, the replacement of aging mains in our -- all of our different service territories, is a big part of this case as well as well replacements treatment -- new treatment facilities and other, what I would call, bread-and-butter types of capital investments.

So, I expect that the Commission review of our rate case will be on whether those particular investments are appropriate for this time or should be postponed to the future. But, I do not really expect a lot of controversy on the types of projects that we've included in this case. And I'm hoping that we will have a very good result coming out of the Commission in terms of the approval of the capital projects, just like we did in our last case.

Marty Kropelnicki

Yes. And I think the thing I would add to that Ben. For those of you that follow kind of what we have focused on, on a management team, has really been better integrated planning for the rate case and for the company. And so, on the last rate case, we did very well on our ask versus what we received. That process that we followed in the last rate case, we've improved on for this rate case. I will say just kind of my gut feeling about the rate case.

Normally the week, we file our rate case. Paul and his team are working close to 24/7 this year. I think because of just continued improvements in our planning process, in our capital planning process as well as our expense planning process for other categories. The team was very well in control that -- normally the week before the rate case, I'm bringing in dinner every night. I'm over there asking should I bring a masseuse to give people massages. I'm handing out toms. I'm bringing in caffeine. I'm bringing in doughnut at six in the morning. The team was really, really and just outstanding kind of control going into the final weeks this year.

And I just think it's indicative of all the improvements we made in the planning process. And the significance of that, as we have learned, the more upfront work we do in planning, the capital and rate case items, the better we do with the outcomes. And so, I think we're feeling really good going into the rate case. I think the bigger challenge here is the fact that we're still in the middle of a pandemic. But we just got to remind people that these are for rates that take effect a few years from now. And so, it's not an immediate effect on somebody's rates right now. And as Paul said, we were keenly focused on affordability.

One of the things, I really like with what the team did with the rate design is, as we move away from decoupling starting in 2023. We think we figured out a way to handle kind of the underserved and low-income communities while increasing our fixed cost recovery and balancing the rate plans out. And so, I'm anxious to see how this rate plan does. The team did I think, a fantastic job working with an economic modeling firm, modeling out how this should look. And I'm anxious to see how it's going through the Commission. I think the question is going to like the rate design.

Ben Kallo

Got it. And then, the last one is just with the cost of capital coming up, can you just remind -- or maybe give us kind of what we should be looking for as far as benchmark? And then, I think you said time was next couple of months?

Marty Kropelnicki

So Ben, we've made the filing. We -- the commission's process internal to the timeline has slowed down a little bit, I will say. Normally you would very quickly have, what's called a pre-hearing conference, and the regulatory staff, the repair advocate staff, kind of said, well, we'll get you our report pretty soon, a month after the pre-hearing conference. We've not yet had a pre-hearing conference. And so, it's difficult to tell what the actual schedule is going to be.

And Paul, you know the details more than I. But, we're expecting a staff report from them really sometime probably September-October time frame. And then, the normal process would be potential settlement discussions hearing over each of the parties' positions and then an eventual decision by the commission. I don't know that we have any expectation about what the repair advocate is going to come up with. Obviously, they usually come up with a lower number. And then, it goes from there.

Ben Kallo

Is there anything that's been in the market decided recently that could give us an indicator?

Marty Kropelnicki

Nothing in California that I'm aware of.

Ben Kallo

Okay.

Marty Kropelnicki

So, that -- no obvious benchmarks there.

Ben Kallo

Yes. Okay. Thank you. Thanks, guys.

Marty Kropelnicki

Thanks, Ben.

Operator

[Operator Instructions] Ladies and gentlemen, there seems to be no further questions at this time. So I'll -- at this time, I'll turn the call back over to management for any closing remarks.

Marty Kropelnicki

Okay, Carol. Thank you very much. I know, it's earnings week and there's a lot going on. We appreciate everyone's support. Obviously we got a lot of iron in the fire here as we go into the second half of the year. And any kind of material changes that come out of the company, we'll communicate accordingly.

And if nothing comes up between now and then, we'll talk to everyone for our third quarter earnings call. If anything material happens between now and then, you can look for us to put a filing out sooner. So, with that, thanks for being with us here today, and we'll talk to everyone soon. Be safe. Thank you.

Operator

Ladies and gentlemen, this concludes today's conference. Thank you for participating. You may now disconnect.