FSTR - NASDAQ

Good day and thank you for standing by. Welcome to L.B. Foster's Fourth Quarter 2023 Earnings Call. At this time all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] Please note that today's conference is being recorded. I would now like to pass the call over to the Investor Relations Manager, Stephanie Schmidt.

Thank you, operator. Good morning everyone and welcome to L.B. Foster's fourth quarter of 2023 earnings call. My name is Stephanie Schmidt, the company's Investor Relations Manager. Our President and CEO, John Kasel; and our Chief Financial Officer, Bill Thalman, will be presenting our fourth quarter operating results, market outlook, and business developments this morning. We'll start the call with John providing his perspective on the company's fourth quarter and full year 2023 performance. Bill will then review the company's fourth quarter financial results. John will provide perspective on market developments and company outlook in his closing comments. We will then open the session up for questions. Today's slide presentation, along with our earnings release and financial disclosures were posted on our website this morning and can be accessed on our Investor Relations' page at lbfoster.com. Our comments this morning follow the slides in the presentation. Some statements we are making are forward-looking and represent our current view of our markets and business today. These forward-looking statements reflect our opinions only as of the date of this presentation and we undertake no obligation to revise or publicly release the results of any revisions to these statements in light of new information, except as required by securities laws. For more detailed risks, uncertainties and assumptions relating to our forward-looking statements, please see the disclosures in our earnings release and presentation. During 2023, the company completed a reorganization that resulted in a change in reporting segments from three to two segments. For purposes of today's call, we have restated segment information for the historical periods presented to conform with the current presentation. We will also discuss non-GAAP financial metrics and encourage you to read our disclosures and reconciliation tables provided within today's earnings release and within our accompanying earnings presentation carefully as you consider these metrics. So, with that, let me turn the call over to John.

Thanks Stephanie and hello everyone. Thank you for joining us today for our 2023 fourth quarter earnings call. As I look back and reflect on what the team accomplished over last year, I cannot be more proud of our progress. In late 2021, we said also transform L.B. Foster into a high-growth, technology-oriented infrastructure solutions provider. Since then we've accomplished -- we completed eight portfolio transactions, significantly reducing our complexity, and narrowing our focus on becoming a clear infrastructure pure play with a focus on technology and innovation. We also launched multiple growth and profitability initiatives, have significantly improved the earnings and cash generating potential of the business. Clearly, the impact of our efforts is evident in our 2023 results. Fourth quarter sales continued to show strong organic growth at 7.7%, with a reported decline of 1.7% due to strategic divestitures of Chemtec and CXT ties. Portfolio work, organic growth and pricing initiatives drove improved gross margins of 21.5%, up 200 basis points over the last year. While gross margins were up $2.3 million versus last year, adjusted EBITDA was down $1.4 million due primarily to higher variable incentive compensation expense that will reset to target levels in 2024. The highlight for the quarter was our operating cash flow generation of $22.1 million and operating cash flow translating to a $16 million reduction in net debt during the quarter. Net debt finished the year at $52.7 million with gross leverage ratio for our credit agreement facility improving to 1.7 times at year-end, down from 2.0 times at the start of the quarter. In line with our disciplined capital allocation priorities, operating cash flow was used to maintain a reasonable leverage levels, fund growth-oriented capital spending projects, complete tuck-in acquisitions for our key growth platforms, and continued capital returns to shareholders through stock repurchases. And with that, I'm pleased to report that we have made solid progress on all these fronts in Q4. Turning to Slide 6. You can see how our strong finish contributed to the substantial progress we made in 2023 as reflected in our full year results. In fact, both sales and adjusted EBITDA results exceeded the upper end of our guidance for the year. Sales of $543.7 million were up 9.3% over 2022, gross margins of 20.7% were up 270 basis points. Adjusted EBITDA of $31.8 million was up $7.6 million over last year or 31.4%. It should be noted these results were achieved despite an ongoing commercial weakness in the U.K. market. specifically in our contract services business. Similar to Q4, cash generation was a highlight for the full year. In fact, it was fantastic results with operating cash flow results of totaling $37.4 million for 2023. We also generated $8.2 million from divestitures and asset sales. These proceeds were used primarily to reduce our net debt by $36.3 million during the year, bringing our gross leverage ratio down to 1.7 times versus 2.8 times last year. We also made good progress funding our growth CapEx initiatives and stock repurchase throughout 2023. As indicated in our earnings announcement, we realigned our management and operating structure at the end of the year with the business now reporting up to two highly qualified segment leaders. Greg Lippard for Rail, Bob Ness for Infrastructure. Congratulations to both Greg and Bob. As a result of these changes, we have updated the segment reporting to align with how we run -- how we're running the business. And finally, we established financial guidance for 2024 with sales expected to range between $525 million and $560 million. We estimate this sales range will represent organic growth of 5% to 6% year-over-year. Adjusted EBITDA outlook for 2024 is a range of $34 million to $39 million. With the benefits of the portfolio work and profitability initiatives expected to deliver improved adjusted EBITDA margins. With the improved profitability outlook and our disciplined approach to managing working capital, we are now expecting to generate free cash flow ranging from $12 million to $18 million in 2024, with capital spending represent 2% to 2.5% of sales. We continue to fund our organic growth initiatives. And as a reminder, this will be the last year of our Union Pacific settlement funding, with payments totaling $8 million in 2024, this will give us a great boost to cash flow starting in 2025. In summary, we're pleased with the great progress we've made in 2023 and look forward to continuing our journey in 2024. Next, Bill will cover the detailed financials for Q4, and I'll come back at the end with some closing remarks on our outlook. Over to you, Bill.

Thanks John. Good morning everyone. I'll begin by covering the highlights of our fourth quarter on Slide 8. As a reminder, the schedules in the appendix provide more information on our financial results including non-GAAP reconciliations. Net sales of $134.9 million declined 1.7% in the fourth quarter due to a 9.4% decline from divestitures, partially offset by organic sales growth of 7.7%. The 2022 acquisitions of Skratch and VanHooseCo are now included in organic sales, while the 2023 divestiture decline was due to the Chemtec and Ties businesses. Our improved profitability profile continues to be reflected in our margins with gross profit up 8.5%, expanding 200 basis points to 21.5%. This improvement is due to organic growth, portfolio changes, favorable business mix, and price realization, partially offset by the impact of the challenging commercial environment in our U.K. rail business. SG&A costs are higher due primarily the increased personnel costs, including variable incentive expenses that will reset back to target levels in 2024, coupled with a $1 million bad debt provision for U.K. customer that previously filed for administrative protection. We also recorded a $700,000 restructuring charge in our U.K. business as we rightsized to the market conditions. Net loss for the quarter was $400,000, favorable $43.5 million over the prior year quarter due to last year's $37.9 million deferred tax valuation allowance and $8 million impairment charges. As John mentioned in his opening remarks, one of the most notable highlights for the quarter was the $22.1 million in operating cash. I'll cover these details along with orders and backlog later in the presentation. The graphs on Slide 9 highlights the changes in sales and adjusted EBITDA as a result of our divestiture activity and within our remaining legacy business, which now includes VanHooseCo and Skratch. As a result of the Chemtec and Ties divestitures in 2023, Q4 sales were down $12.9 million or 9.4%, but adjusted EBITDA increased $1.1 million as a result of these transactions. While the legacy business delivered organic growth of $10.6 million year-over-year, adjusted EBITDA was down $2.4 million due primarily to higher variable incentive compensation expenses as well as the weaker commercial environment in the U.K. Our guidance anticipates these two drivers will have less of an impact in 2024. Slide 10 reflects an important trend demonstrating the progress we've made in the sales growth and profitability over the last two years. We reported strong organic growth in each quarter into 2023, which highlights the resilience of our business and robust demand levels in our end markets. The adjusted gross profit improved year-over-year in each quarter in 2023 with the 2023 average of 21.2%, up 240 basis points over the prior year. In summary, we believe our business portfolio transformation and focused profitability initiatives have translated into a structural improvement in the gross margin profile of our business that should be sustainable with the longer-term demand prospects for our infrastructure end markets. Over the next couple of slides, I'll cover our segment performance in Q4 and as previously mentioned, we are now reporting two business segments; Rail and Infrastructure. I'll first cover the Rail segment on Slide 11. Fourth quarter Rail segment revenues of $69.3 million were down 10.9% year-over-year, 6.9% of which was due to the Ties divestiture in 2023. The balance of the decline was due primarily to our Rail Distribution business within Rail Products, which often fluctuates due to the timing of large orders. Softness in the U.K. Rail business also contributed to the decline. Partially offsetting was improved volumes in both Global Friction Management and our domestic Total Track Monitoring business. Rail margins of 19.2% were down 390 basis points, driven primarily by the margin impacts from continued weakness in the U.K. commercial construction market, coupled with slightly weaker margins in global friction management. Rail orders and backlog were both down year-over-year due primarily to timing of orders within Rail Products, which is already showing signs of improvement in early 2024. Slide 12 reflects the fourth quarter results of our Infrastructure segment. As a reminder, Infrastructure is now a combination of our Precast Concrete Products and Steel Products businesses reporting to Bob Ness. The previous Steel Products and Measurement division has been renamed to Steel Products after the sale of Chemtec. Prior periods have been recast to reflect our current reporting structure. Infrastructure revenue increased $6.1 million or 10.3% year-over-year. Sales were up 23.1% organically, partially offset by the Chemtec divestiture, which drove a 12.7% decline. Gross profit margins for the segment increased 910 basis points, which was driven by gains in volume, pricing, and product mix in both Precast and Steel Products as well as an uplift from the sale of Chemtec and the Bridge Grid Deck product line exit, both of which were previously dilutive to gross margins. New orders declined $18.8 million and backlog was down $37.6 million, both of which were due primarily to the Chemtec divestiture and Bridge product line exit. The full year results on Slide 13 highlights the momentum we've established in our business throughout all of 2023. Sales were up 9.3% year-over-year, 11.7% organically and gross profit margins expanded 270 basis points to 20.7%. Adjusted EBITDA increased $7.6 million or 31.4% with the EBITDA margin of 5.8%, up 90 basis points versus last year. SG&A costs for the year were up due to the increased personnel costs, including variable compensation as well as $2.5 million in U.K. bad debt and restructuring costs. Excluding the bad debt and restructuring charges, SG&A as a percentage of sales was 17.4% in 2023 compared to 16.6% in 2022, up 80 basis points due primarily to the higher variable incentive costs. As John mentioned in his opening remarks, we achieved a significant improvement in operating cash flow in 2023, generating $37.4 million compared to a use of $10.6 million in 2022. This progress allowed us to fund key capital allocation priorities, which I'll now cover over the next several slides. Cash generation and leverage metrics are reflected on Slide 14. Improved profitability and lower working capital requirements drove $37.4 million in cash flow from operations for the year. The strong operating cash flow allowed us to reduce net debt $16 million in the quarter and $36.3 million for the full year. As a result, our gross leverage per our credit agreement decreased from 2.8 times at the start of the year to 1.7 times at year end. We're pleased with the significant progress achieved improving our leverage metrics over the last several quarters. And our leverage is now well below the elevated level immediately after the acquisitions of VanHooseCo and Skratch in the summer of 2022. Our normal working capital cycle is expected to increase net debt and leverage in early 2024, with a steady decline and improved year-over-year metrics in the second half of the year. Free cash flow provided robust funding of $33 million in 2023. However, we actually reduced our net debt by $36.3 million this year due in part to the two divestitures completed during the year, both of which were accretive to our leverage ratio. The balance of the free cash flow funded stock repurchases and a small tuck-in precast acquisition in line with our capital allocation priorities. As a reminder, we have $103 million in Federal net operating losses that should minimize our U.S. tax obligation for the foreseeable future. We believe our 2023 results highlight the cash-generating power of our business and our 2024 free cash flow guidance ranges between $12 million to $18 million, reflecting higher capital spending for organic growth projects. With our improved profitability outlook, capital-light business model, and the winding up of the Union Pacific settlement payments, we believe consistent free cash flow between $25 million and $35 million is achievable beyond 2024. This would be a free cash flow yield of approximately 10% to 13% at today's valuation. As a reminder, our capital allocation priorities are outlined on Slide 15. We continue to focus on managing our net debt and leverage levels, while cautiously investing in organic growth opportunities we see in Rail Technologies and Precast Concrete. And we will also look for small tuck-in acquisitions that are aligned with our portfolio growth strategy as evidenced by the Cougar Mountain Precast acquisition that was completed in Q4. We are comfortable with gross leverage around 2 times and pleased we've achieved this level a little after a year -- a little over for a year after the completion of two strategic acquisitions in 2022. Capital spending is expected to run at approximately 2% to 2.5% of sales on average, which is slightly higher than our historical levels due to anticipated organic growth investments expected to have high returns and quick paybacks. We will continue to evaluate opportunities to return cash to shareholders through our stock repurchase program. We've been active since its inception in February of 2023 and are pleased with the progress made throughout the year with 1.2% reduction in outstanding shares thus far, consuming $2.3 million of the $15 million authorization. And while distributing value to shareholders through a dividend is not a current priority, we will continue to consider this capital allocation option as the prospects for stronger stable free cash flow continue to improve. My closing comments will refer to Slides 16 and 17, covering orders and backlog trends by business. Consolidated book-to-bill ratio for 2023 was 0.97:1 with total new orders of $529 million, down $22.9 million or 4.2%. While the decline in orders is largely attributed to the net impact of M&A, orders in the legacy Rail segment were also down due to the lumpy nature and seasonality of orders in the rail distribution business. We are seeing increased quoting activity and order rate activity in early 2024 and we remain optimistic about our prospects for improving demand from the majority of our end markets. And lastly, our consolidated backlog on Slide 17 reflects a healthy backlog level at $213.8 million. While backlog decreased $58.5 million from elevated levels at year-end last year, $31.3 million of the decline was due to divestiture and product line exit activities. The balance of change is due primarily to timing of orders in the Rail segment, which we believe will recover in early 2024. In closing, our fourth quarter and 2023 results highlight the momentum we're seeing in the business and benefits from our strategic transformation. We're pleased with the progress achieved in 2023, which exceeded our expectations in most cases, and we continue to be confident in our strategic road map. We look forward to further progress in 2024 and beyond. Thanks again for your time. And I'll now hand it back over to John for his closing remarks. John?

Thanks Bill. I'll begin my closing remarks by covering the near-term outlook for our key end markets on Slide 19. We remain optimistic about prospects for continued growth in North America Rail, Infrastructure markets, particularly given the increasing customer emphasis on rail safety, fuel savings, and operating efficiency. Funding for the U.S. programs approved over the last couple of years has been slowly making its way through the system. We began to realize some of these project-related business activities in 2023 and we expect the trend to continue moving to 2024. As previously mentioned, our U.K. Rail Technology Service business to continue to face difficult market conditions with weaker demand levels and ongoing disruptions, liquidity disruptions with some customers. The U.K. construction market has been very challenging over the last year and so we continue to assess this business in light of ongoing weakness. As Bill mentioned, we completed a restructuring program in the U.K. in the fourth quarter to help train our costs in line with current commercial environment. Although conditions are challenging, they appear to be showing some signs of bottoming up. This is a top focus for myself and the team and we will continue to monitor the situation and manage what we can control. Moving away from the U.K., we believe the eight portfolio actions completed over the last few years, allow for a more focused effort to grow our core businesses and serve infrastructure markets with strong ongoing demand. In our Infrastructure business, we continue to see strong demand in Precast Concrete. We are focusing on expanding our reach both geographically and through proprietary technology and product licenses. A good example of this, as Bill mentioned, is our acquisition of the operating assets of Cougar Mountain LLC, which was completed during Q4. The acquired business was integrating to our Boise, ID, Precast operation included already rock product license that expands our precast offering in the greater Boise market. While our North America bridge business saw some challenges with obsolescence in our Bridge Grid deck offering. We believe that we are now positioned to better support our customers, while focusing on more innovative solutions. Finally, we also continue to see some improved demand activity in our Protective Pipeline Coatings business. In summary, despite the isolated challenges we face in the U.K., we believe our overall prospects for profitable growth remains strong in light of the infrastructure investment super cycle, which we expect to continue for years to come. I thought I'd begin to wrap up for today's call with our investment thesis, which is supported by four compelling pillars; first, we have taken strategic steps necessary to begin transforming L.B. Foster, resulting in structural improvements and profitability that are evident in our 2023 results and the 2024 guidance we provided today. Second, we reported strong organic growth in 2023 and we believe we represent an infrastructure pure play with multiple avenues for growth in the investment super cycle. Those clearly needed in our served markets. Third, we delivered exceptional cash flow in 2023 and our capital-light business model coupled with improving profitability suggests a favorable cash flow outlook. And finally, we have a disciplined capital allocation approach with multiple levers at our disposal, several of which have not yet been fully deployed. Our strategic execution along these four pillars translated into improved financial results in 2023. With these pillars in place, we are confident in our prospects for the future. Turning to Slide 21, we are closely monitoring the potential for L.B. Foster to be added back to the Russell 2000 Index, which will be reconstituted the spring. As you recall, we were removed from the index back in 2021 when the current index was reconstituted in May of 2023, the cut off market cap was approximately $160 million. Our market cap at that time was $125 million. Over the last year, our stock price has appreciated over 90% compared to approximately 8% for the Russell 2000. And our current market cap today stands at approximately $260 million. We believe that the Russell 2000 was reconstituted today, we would be included in the index, which should translate into increased interest in the stock and our strategic transformation that is now in play. In closing, I would like to thank the team for their great work and exceptional results delivered in 2023. We made substantial progress since we rolled out our 2025 aspirational goals of $600 million of sales and $50 million of adjusted EBITDA back in 2021. We now have a clear line of sight and steps we need to take to achieve those goals. The company is energized going into 2024 and we continue to build momentum. And finally, in the recent past, we unveiled our new company core purpose, we innovate to solve global infrastructure challenge. With this tagline, came the launch of our new brand identity and global website, including the new L.B. Foster logo, which has now visually represents the momentum of our business and connects the business we are today with the aspirations we have for the future. As this focus on innovation and relentless ambition to solve complex problems that continues to drive our people and the company moving forward. Thank you for your time and continuing interest in L.B. Foster. I'll turn it back to the operator for the Q&A session.

Thank you. [Operator Instructions] One moment for our first question and it comes from the line of Chris Sakai with Singular Research.

Yes, hi. Good morning.

Hi Chris.

Morning Chris.

Good morning. I had a question on gross profit margins for Rail Technologies and Services and Infrastructure Solutions. It looks like Rail Technologies had a decline and Infrastructure had a gain, where would we see these going in 2024?

All right. Let me start off. Thanks, Chris, for joining us, and thanks for your questions today, I really appreciate it. So, the big picture is the gross margin expansion of 270 basis points, which is 20.7% for the full year. So, we had some puts and gains as well as some other contraction. But bottom-line is the portfolio moves that we've done over the last two years has really, really helped our position and moving forward. So, we're seeing some normalization happening in the margins. And I want to give our team a lot of credit for out there for stabilizing the supply chain and going out and getting price that's in line with market conditions today. Maybe Bill can give a little more detail on what we can share with Chris on that specifics.

Yes. Chris, hi. Thanks again for the question. What I would say is the rail side of the business, we had a bit of a challenge in Q4. Volumes were a bit weaker with rail distribution. And then the U.K. business, clearly some headwinds there. I think I mentioned in the comment -- my prepared remarks that we wouldn't expect the U.K. impact to be as significant moving into 2024. So, we expect they will stabilize and improve moving into 2024 off of Q4 for sure. And then on the Infrastructure side, the overall improvement that was realized across the Board. Both steel products as well as Precast, very strong margins in our legacy business, in particular, in our Precast business and we expect that to be sustained moving into 2024 as well. So, a little weaker in the Rail side in Q4, but we expect to improve moving into the year and the sustaining gains in Infrastructure should be held into the new year as well.

Okay. Sounds good. Thanks for that. And with continued good cash flow, do you anticipate reducing debt further?

Thanks for bringing to our attention. We were very pleased with the fourth quarter. In fact, the whole second half of the year, our cash generation was outstanding. And I want to give the team a lot of credit T.J. Curran in the treasury department working with the respective commercial teams are really getting that for things. We didn't have the best start to year as far as cash generation. And if you look at early 2023, but the second half was nothing short of outstanding to come up with the improving our operating ratio from 2.8 to 1.7. So, yes, we're going to continue to watch that. Bill mentioned in his remarks that -- we do have to use a low of cash right now. As you know, we're a seasonal business Chris. So, we're going to have to build up some of the inventories to get after Q2 and Q3 specifically because that's where the ramp in revenue happens, but in general, we're not going to lose our gains year-over-year. And the focus of cash management is spread throughout the company, and we're doing a very good job of managing those levers.

Okay, great. Thanks.

Thanks. [Operator Instructions] One moment for our next question and it comes from the line of Alex Rygiel with B. Riley Securities. Please proceed.

Thank you, John and Bill. Nice quarter.

Thank you, Alex.

Thank you, Alex.

A question here with regards to sort of your 2025 target. How confident are you? Or has that confidence changed at all as it relates to the 2025 target, now, that you're through 2023 and have a little bit better visibility into 2024?

Yes. Thanks for the question. I think I've shared with you in the past when we came out of the aspiration of goals and it really kind of really setting the pace enters everybody understand we aspire to be something different. But I will tell you what is going on respective to the business we are today and really becoming that infrastructure pure play and the money we're starting to see funneling through the government into the respective states and cities, as well as the other grant money. We're really feeling very good about our opportunities of helping our customers as it relates to safety and operational performance as well as reliability. The company set up well the products and services we have today, really leveraging that type of activity business. But honestly, back to 2021, when we put these goals in place, we wasn't really understood how we're going to get there. But today, we feel very, very good about it. And just getting those eight transactions that we did, both bringing in a couple of businesses, VanHooseCo, IB [ph] as well as Skratch, but also getting some of the noise out of the system respective to some of the other business we've divested. It really gave the management leadership team, a strong focus of what we need more importantly, who we are and where we need to go. So, we have it pretty well laid out here between the next couple of years of what we need to do to be in line with those aspirational goals and I feel better about it today than [indiscernible].

That's great. And kind of continue on that topic. EBITDA margins, the margins here generally improving guidance as it related to margins are improving. But there is kind of a notable step-up in your expectation for adjusted EBITDA margins in that 2025 target up to a very strong and respectable kind of 8%. So, any thoughts, comments on how we sort of make that step-up, is the continuation of a mix shift here? Is it improving pricing? Is it improved volume?

A couple of things. It's not necessarily volume per plan, and I'll let Bill step into this. But let me tell you from my point of view first is we're going from -- we did $31.8 million, which was the top side of our guidance for the year and the top side of our guidance for 2024 is at $39 million. And then how do we get to that next step, I think, is what you're saying and the reality is much of it is in play here in North America. What we have to do and what we'll continue to do is manage those headwinds in the U.K. That's where we saw some things in the last couple of years where -- the reality is we have taken away from where we need to get to, not necessarily from a technology innovation point of view, they've been great, but the markets have been depressed there. So, the focus from my team and myself is to make sure that now they stay in line and we get them to a position where they can contribute to the greater company as we release the EBITDA. And the rest of it will fall in place from there. Bill, do you want to add any color to that?

Yes. Thanks John and thanks for the question Alex. The thing I would say from a Bridge point of view is thinking about the midpoint of our guidance as kind of a baseline for 2024. As we've talked about, we're investing in organic growth opportunities that we have in front of us for 2024 that will create revenue lift in 2025, along with the strong demand cycle we expect to be there in our broader Infrastructure markets. So, I mean, we're thinking that results in something like 10% growth going from 2024 to 2025 if you use a midpoint for the 2024 number. And then ultimately, it's a 22% EBITDA margin on that growth to get up to the $50 million target that we have out there. And when you think about that growth coming from Rail Technologies as well as our Precast business, which is where the primary drivers of our growth will be. Those are going to be at higher margin profiles than our overall average for sure. And we absolutely feel like we can get SG&A leverage from 2024 to 2025 because those opportunities are not going to require a significant amount of SG&A investment to get it. So, we have a pretty clear view of what it will take to get there. We've got the programs in place and we're laying the groundwork now this year to be able to create that step change from 2024 to 2025.

Very helpful. Thank you very much. Good luck.

Thanks Alex.

Thank you. And I see no further questions in the queue. I will turn it back to John Kasel for final comments.

Thank you, Carmen. Thank you, everybody, for joining us today. And as I close out the remarks, thanks to the team L.B. Foster for a strong performance, especially as we came into the second half of the year. We're setting ourselves up for in my mind, again, to be a transformational year in 2024 and getting in line with those aspirational goals of 2025, which are again, part of the journey. We're not going to consider ourselves to be done when we hit our aspirational goals. We get close back in 2025 and beyond. So, I'd also like to give a shout out to the Board of Directors with the leadership of Ray Betler, which has made our job much, much easier. Ray has done an excellent job of transforming the Board refreshment, bringing in new directors that really are lined up to the strategy, hold management accountable, and has really made something very, very compelling as far as is a really strong team moving forward. So, many thanks to Ray. And the work he's done, making our life line easier and providing that wisdom, guidance, and experience that is going to help us continue to do move along this transformational journey. So, with that, thanks again for everybody joining us today. We look forward to catching up with you at the close of the Q1. Take care, be safe.