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Technology - Software - Application - NASDAQ - US
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$ 18.2 B
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EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2014 - Q4
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Executives

Justine Stone - Investor Relations Bill Stone - Founder, Chairman and Chief Executive Officer Norm Boulanger - President, Chief Operating Officer and Director Rahul Kanwar - Senior Vice President and Managing Director of Alternative Assets Patrick Pedonti - Chief Financial Officer.

Analysts

Chris Shutler - William Blair Mayank Tandon - Needham & Company Peter Heckmann - Avondale Vignesh Murali - Sidoti & Company Brad Zelnick - Jefferies.

Operator

Good day, ladies and gentlemen, and welcome to the SS&C Technologies Fourth Quarter and Full Year 2014 Earnings Call. At this time all participants are in a listen-only mode. Later we will conduct a question-and-answer session and instructions will begin at that time. [Operator Instructions]. As a reminder, today’s conference is being recorded.

I would now like to turn the call over to Justine Stone..

Justine Stone Head of Investor Relations

Welcome and thank you again for joining us for our Q4 and full year 2014 earnings call. I’m Justine Stone, Investor Relations for SS&C Technologies.

On the call with me today is Bill Stone, Chairman and Chief Executive Officer; Norm Boulanger, President and Chief Operating Officer; Rahul Kanwar, Senior Vice President and Managing Director of Alternative Assets; and Patrick Pedonti, Chief Financial Officer. Before we get started, we need to review the Safe Harbor statement.

Please note that various remarks we make today about future expectations, plans and prospects, including the financial outlook we provide, constitute forward-looking statements for the purposes of the Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995.

Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our most recent annual report on Form 10-K, which is on file with the SEC and can also be accessed on our website.

These forward-looking statements represent our expectations only as of today, February 12, 2015. While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so. During today’s call, we will be referring to certain non-GAAP financial measures.

A reconciliation of these non-GAAP financial measures to comparable GAAP financial measures is included in today’s earnings release, which is located in the Investor Relations section of our website at www.ssctech.com. I’ll now turn the call over to Bill..

Bill Stone

Thanks, Justine. I’ll start with a brief overview and then turn it over to Norm, to cover some of the operational highlights of the quarter and the year. And then to Rahul to go through our alternatives business, then Patrick will take us through the financials.

I’m pleased to report 2014 with another strong year for SS&C with record revenue, record EBITDA, record operating cash flow and record earnings per share. In Q4, our adjusted revenues grew to $201.2 million, an increase of 10% over the same period a year ago.

Both GAAP net income and GAAP diluted EPS were up 36% in Q4 and we reported $2.36 in fiscal year adjusted EPS, an increase of 20% over 2013. 2014 is a transformational year for SS&C that GlobeOp and PORTIA indurations are complete. We continue to enhance these products, roll-out new services while we see the demand.

We have a new REIT servicing group was formed in 2014. And amongst our many clients, we have six of the largest and leading REITs in the country. On our platform, we continue to see momentum in the REIT business. Our regulatory services group which is run by Mike Megaw was formed in 2012, and that’s reached I think over 320 customers in just two years.

This is a testament to the amount of effort we’ve put into it, the quality of the people we have there and also the functionality of our product. At SS&C we aim to maximize shareholder value, shareholder value. This year we generated over $250 million in operating cash flow.

Since the GlobeOp and PORTIA acquisitions we’ve paid down nearly $587 million of debt to put our leverage ratio at 1.6 times. In November we announced the adoption of a dividend policy in which we intend to pay quarterly cash dividends in the amount of $0.125 a share $0.50 annually. In December we acquired DST Global Solutions for $95 million in cash.

And just last week we announced our intention to acquire Advent Software for approximately $2.7 billion. SS&C is working hard to provide best in class products and services to our clients on a global basis. We believe that DST Global Solutions business and Advent industry-leading software will provide substantial added value to our clients.

I’ll now turn it over to Norm..

Norm Boulanger

Thanks Bill. We closed out 2014 with a solid quarter, reflection of the 2014 fiscal year. In December we announced the acquisition of DST Global Solutions which includes the industry-leading HiPortfolio and over products, our 40th acquisition since inception.

This acquisition expands our offering and portfolio management, investment data management and analytics and boasts over 150 clients across the globe. To the client’s offices and talent, we’re able to penetrate geographical markets as we now have historically as a strong presence including Australia, Asia and Africa.

The opportunity to raise margins across all the significant and we’re excited about it. We’re executing on our plan and we’re confident we’re on track of cost synergies. Over our 29-year history SS&C has been committed to provide world-class software and services and is constantly working to improve our offering. 2014 was no exception.

We spent $57 million on research and development or about 16% of our software revenues. SS&C has released new versions of our core portfolio management platforms including CAMRA, PORTIA, GDP, T&R or total return as well as our performance regulatory, by mobility, loan management and front office solutions.

Our investments in these products aim to ease the user experience, streamline processes and provide increased flexibility for our most complex clients. Cyber security was also high priority for us in 2014.

We successfully completed our Experian Third Party Assessment Certification which involves technical and operational assessments designed to help protect consumer information. The certification is further evidenced for commitments for our client business needs. We recently announced our intent to acquire Advent Software.

Bill and I visited Advent’s headquarters in San Francisco last week we were greeted by a smart motivated team of professionals. We’re excited for our opportunity as a combined company. And we’re well on our way with the integration plan. Now I’d like to review some key deals for Q4.

Taiwanese Insurance elected our front-office portfolio management solution, and an insurance company in Hong Kong chose PORTIA to manage the middle and back-office processes.

A multinational financial service firm chose PORTIA for its Netherlands operations, Wealth Manager convert to SS&C’s GDPMT [ph] Solution to increase flexibility and offer real-time integration to client’s operational desk support. A boutique prime brokerage business chose our wealth management solution for talent and performance reporting.

Two large mortgage REITs chose CAMRA and SS&C’s various products. And finally an existing client in Alaska [ph] operated high portfolio as part of building a more robust platform for clients and have licensed them over to improve client reporting. Now I’ll turn it over to Rahul..

Rahul Kanwar

Thanks Norm. SS&C’s alternatives business saw 9.2% increase in revenue in 2014, ending the year with over $627 billion in assets under administration.

In the quarter we announced executive promotions in our private equity and EMEA teams, Renee Mooney who has been with us since the acquisition Eisnerfast in 2005, will lead SS&C GlobeOp’s private equity fund administration business, combining our private equity business with the existing hedge fund business managed by Renee will further build on our expertise in servicing the hybrid structures we increasingly see in the market.

In Europe, Tom Kirkpatrick assumed managed on the EMEA based alternatives assets business. Tom is a very capable senior executive and we have confidence in his ability to drive our business strategy in the region. In our regulatory business, we’re pleased with the successful roll-out of Annex IV reporting required in Europe.

We just completed this important filing for over 50 alternative investment fund managers and 300 alternative investment funds with multiple authorities across Europe including Luxemburg, Ireland and the United Kingdom. We continue to build on our momentum in 2014 winning in combination large, mid-sized and smaller funds in the fourth quarter.

Key deals include the following. A very large global asset manager selected SS&C for his middle and back-office administration for its private equity funds. A complex credit fund converted to SS&C from a competitor, they wanted a single-holistic provider who covered middle office, back-office administration and regulatory services.

A substantial existing client expanded their services and appointed SS&C as administrator for several funds, previously administered elsewhere. Canadian firm chose SS&C as their fund administrator they were impressed with our private equity and distrust that expertise and service offering. I will now turn it over to Patrick..

Patrick Pedonti

Thanks Rahul. Results for the fourth quarter 2014 were GAAP revenue of $227 million, before GAAP net income of $36.6 million and diluted EPS of $0.42. Adjusted revenue was $201.2 million excluding the adjustment for acquired deferred revenues in a DST acquisition. Adjusted revenue increased 10.3% in Q4 of 2013.

Strong license revenue and year-over-year 8.3% growth in our software enabled services business drove the growth in the quarter. Foreign exchange had a negative impact of $1.9 million or 1%, on the gross rate in the quarter. Adjusted operating income was $80.2 million, an increase of $8 million or 11.1% from the fourth quarter of 2013.

Operating margins increased to 39.9% from 39.6% in Q4 ‘13. Revenue growth and cost controls contributed to the margin expansion in the quarter. In addition, we continue to make significant progress in implementing the GlobeOp and PORTIA acquisition cost synergies, and generated approximately $25 million of savings for the full year of 2014.

Adjusted consolidated EBITDA was $84.1 million or 41.8% of revenue, a 10.6% improvement from prior year. Net interest expense for the fourth quarter were $5.7 million and includes $1.4 million of non-cash amortized financing costs and OID. Interest expense decreased due to the $212 million debt pay-down which made since the fourth quarter of ‘13.

We recorded a GAAP tax provision in the quarter of $13.2 million or 27% of pretax income and 26% for the full year. Adjusted net income was $54.7 million, and adjusted diluted EPS was $0.62.

The adjusted net income excludes $21.6 million of amortization of intangible assets, $2.9 million of stock-based compensation, $1.4 million of non-cash debt issuance costs and $0.5 million of purchase accounting adjustments and $400,000 of unusual gains, mostly related to FX translation of certain balance sheet items.

The effective tax rate we used for the adjusted income was 28%, which is what we expect to be for the long-term. As of December 31, we had $109.6 million in cash and $645 million of gross debt for a net debt position of about $535 million.

We had very strong operating cash flow for the year, operating cash flow was $252 million, a $44 million or 21% increase over 2013. Cash flow was driven by improved earnings, improved working capital management and lower accounts receivable DSO, and was offset by higher tax payments in ‘14.

For the full year, we paid down $212 million of debt, and we drew down $75 million in our revolver to fund a portion of the DST acquisition. We purchased 275,000 shares of SS&C stock for a total of $11.2 million, at an average price of $40.85. We used $18.6 million for capital expenditures and capitalized software, which represents 2.4% of revenue.

Majority of capital expenditures were for IT infrastructure and facility expansion. We paid $33.4 million of cash taxes compared to $21.6 million in ‘13. Our accounts receivable DSO as of December ‘14 was 42 days, a 3-day improvement from 45 days in December 2013.

In financing activities, we recorded the proceeds from option exercises of $24 million and tax benefit related to the option exercises of $15.5 million. In the fourth quarter we issued our first quarterly dividend that’s gone public in 2010 of a total of $10.5 million.

Our LTM consolidated EBITDA, which we use for covenant compliance and include acquisitions as they were fully owned for the period was $325.6 million. And based on net debt of $535 million our leverage is 1.6 times on December 31.

For a outlook for 2015, for the first quarter, our current expectations revenue in the range of $203 million to $210 million, adjusted net income of $50.9 million to $53 million and diluted shares in the range of 88.4 million to 88.8 million.

We are currently planning on implementing cost synergies for the DST acquisition which we’ll implement in the first quarter. Those synergies which we expect to be between $10 million and $14 million of annual savings will be in effect for the second quarter. And so then the DST cost structure will adversely impact our margins.

And we’ll take a charge of about $5.6 million in the first quarter for severance and other costs related to those savings. Our current expectation for the full year is revenue in the range of $852 million to $872 million, which represents growth of 10.9% or 13.5%.

Adjusted net income between $229 million and $240 million and outstanding diluted shares are increasing approximately 2% in the range of 88.8 million to 89.7 million. We expect the effective tax rate to be approximately 28% for the full year.

For the full year, cash from operating activities will be in the range of $260 million to $275 million and capital expenditures in the range of 2.5% to 3% of revenues. Excluding the effects of one-time items, we expect our tax rate to be 28% for the full year.

And we expect our tax payments to increase in 2015 compared to ‘14 between $20 million and $30 million. We’ll use all excess cash flow to fund potential acquisitions, buy back shares and pay down debt. And now I’ll turn it over to Bill for final comments..

Bill Stone

Thank you, Patrick. 2014 was a very good year here at SS&C. The performance of our team was good and the interaction with our clients with many innovative new features and functions across our product lines.

And instance that a very large international bank, they went live on our global debt manager system and they took their daily workflow from 4 hours to 3 seconds. This is transformational technology. SS&C is excited to bring the talent of DST Global Solutions and soon the talent from Advent Software into our company.

At SS&C we take care of our people, who in turn take care of our customers for the benefit of all of our shareholders. We expect to do it again in 2015. And with that, we’ll open it up for questions..

Q - Chris Shutler

Hi guys, good afternoon. I was hoping firstly Patrick you can quantify the foreign exchange impact. I think in the quarter you said it was $1.9 million to revenue. But in the 2015 guidance, maybe just help us out there. It looked like maybe $9 million to $10 million incremental headwind versus where we were a couple of months ago.

But if you could give us a little more details? Thanks..

Patrick Pedonti

Based on our current exchange rate, we probably think it’s between $2 million and $3 million a quarter..

Chris Shutler

Okay, got you. And then, let’s see, Bill on Advent’s, once that closes and you have Geneva, then you’d still have a few other platforms that you’re currently selling to hedge funds whether that would be advisor or a total return.

Are there opportunities you think to shut down those platforms at some point down the road? And do you have any plans to do so?.

Bill Stone

I don’t believe we will. I mean, what you’ll find is that those platforms were built specifically for specific types of clients. And in general they really like them. And so to take them away is to take feature and functionality that won’t be in Geneva out of total return and out of advisor ware.

So that’s not going to go, that’s not going to go well, so we will not do that. It also is that, to maintain this system is not expensive from a standpoint of development. It is expensive from a standpoint of expertise. But the expertise needed for Geneva total return and advisor ware and a number of our own platforms is all the same.

So if you need to know about CMO, you need to know neat systems, if you need to know about options, if you need to know about features, if you need to know about real-estate investment trust, it goes across all those systems. So, we don’t view that cost as particularly burn-some.

Finding expertise, maintaining expertise, building expertise, that’s the nature of the beast here, and we’ve done a pretty good job of it..

Chris Shutler

All right, thanks. And then just one last one for Rahul in the hedge fund administration area, maybe just talk about pipeline particularly as it stands relative to your where you’ve said it last few quarters? Thanks a lot..

Rahul Kanwar

Sure. The pipeline continues to be very strong. We’re obviously converting some of those opportunities as the closed deals and as we are. We’re working hard to replenish the pipeline but as of this quarter, it continues to be as robust as it has been at any point in 2014..

Chris Shutler

All right, thank you..

Operator

The next question comes from Mayank Tandon from Needham & Company..

Mayank Tandon

Thank you, good evening. Bill and Patrick, as I look at the guidance, it seems to be a little bit below expectations.

Would you actuate that mainly to the FX headwind that Patrick you identified or is there something else coming into this year that maybe is causing some slowly at least early in the year in terms of the guidance for the full-year revenue?.

Bill Stone

I think, I mean, at least in the first quarter, I think that’s the quarter that shows a little bit of weakness. We’re seeing headwinds on the FX. And then, our current expectation on revenue from the DST acquisition we did is lower than we had originally expected for Q1, so those two are impacting us..

Mayank Tandon

Patrick, for the full year though, do you still expect $60 million to $65 million in revenue from DST, if I’m not mistaken that was the run-rate for acquisition? And then….

Patrick Pedonti

DST is getting kind of two headwinds, right. They’re mostly located in the U.K. and Australia. So we’re getting FX issues there. And then they are a little bit lower than expected. So, I would say at today’s FX they’re probably more in the $55 million to $60 million range..

Mayank Tandon

Okay.

So if I extrapolate that, does that imply organic growth somewhere in the 6% to 7% range for the SS&C core business, is that a fair assessment?.

Patrick Pedonti

I think at the mid-point of the plan for the year, the organic growth is between 6% and 7%..

Mayank Tandon

Got it, great. And then just moving on to the big deal pipeline, I think in the past Bill you’ve talked about the big deals, you occasionally identified the number of deals.

Could you give us some sense of what the pipeline looks like entering 2015 versus 12 months ago and just the cadence of activity in terms of these big deals and also the competitive environment particularly on the fund administration side?.

Bill Stone

Well, as Rahul said, right, we’re as robust as we have been throughout any time of 2014 as you have heard me on a number of these calls. Getting down to the finals and sometimes even getting chosen does not mean that the revenue starts for several months. So, that’s still a challenge for us. But we have more and more deals coming into our pipeline.

And many of you might have seen that Citigroup with their Citi-fund administration and Citi-Holdings as a procurator of selling it, that’s a $380 billion hedge fund administrator. And so there is going to be a lot of stuff like that happening throughout ‘15, ‘16 and ‘17.

And SS&C moves very quickly as Norm and Patrick both talked about, we have movement to cost savings on DST in the first quarter. As you recall we did sign that December 1, so that’s less than say 75 days. So we’ll move very quickly when we see stuff that we like.

And I think that there is opportunity as far as cross-sell and up-sell, both across DST client base as well as Advent that there is an opportunity. And we’ll going to have to execute. And it’s very difficult to predict that with Advent plus we don’t really have the date that we’re going to close that.

We hope to close it by mid-second quarter, and we’d like to do it quicker if we can but you have to go through the regular approvals and customer closing conditions. So, some of those things might impact just a little bit, but to me, that’s all just a little bit of chum in the water.

We get clear I think we’ll be a very powerful company with lot of opportunities..

Mayank Tandon

Thank you.

Just a last question I wanted to ask you, given the opportunities in fund administration, given the acquisition of Advent, does that basically take you off the table in a way, are you not able to do it because you want to take your leverage up to a certain level but maybe not above that? How do you look at consolidation opportunities in fund administration post the Advent deal?.

Bill Stone

Well, I think that the major players that are going to shed their fund administration are probably large multinational banks. So moving very quickly it’s not their hallmark. So by the time they move we’ll be ready. So I think that what we have to do is focus on paying down debt, making sure we keep DSO’s low. And make sure that we manage our cash.

And I think that we will be in pretty good shape to move pretty quickly no matter what comes down the road..

Mayank Tandon

Great. Thank you..

Operator

The next question comes from Peter Heckmann from Avondale..

Peter Heckmann

Good afternoon everyone. I just had a couple of quick follow-ups.

Patrick, can you tell us how much DST revenue was included in the quarter?.

Patrick Pedonti

About $7 million..

Peter Heckmann

About $7 million, okay.

And then Bill any early impressions from the market either your customer or market participants that may have surprised you on the pending deals to acquire Advent? And as a follow-on to that anything that may have changed your thoughts on timing of close?.

Bill Stone

Well, I think it’s gotten people’s attention. And I think it’s interesting to hear our competitors talk about how distracted we’re going to be. And then we’re always in front of all of our customers. And so, what our customers see is that we tend to be distracted right in front of them. So I think that’s a good approach to take.

All of our senior management is out talking to customers all the time. And then, I think 2015 will be an intense focus on the customer. And then I think that most people recognize that the opportunity to create a company with 10,000 customers and 6,000 people, supplying services and products to those customers world-wide is a compelling taste to make.

And I think that it’s something that’s going to prove out to be very good..

Peter Heckmann

Great. I appreciate that.

And then it’s again still early probably no change, but any sense now on the timing of some of the synergies that you expect to generate from Advent is still thinking about the same as the last call or you’ll be able to identify any, they could be realized potentially sooner?.

Bill Stone

Well, I think in the presentation we made to the investors and bankers, we’re seeing the $45 million in synergies on Advent. And I think that there is just a number of them that are really somewhat quickly pick-up like public company cost and auditors and stuff like that that you don’t need to. So, I mean, there would be a lot of stuff like that.

And then there is a lot of cross-sell and up-sell. And then they, as you know, they’ve had a big investment in Advent Direct and we’ve had a big investment in our web portals on mobility and our investment intelligence platform.

And we think there is a lot of ways to combine those two and bring out one platform that will be very satisfying to the client..

Peter Heckmann

I appreciate it. I’ll get back in the queue..

Operator

The next question comes from Vignesh Murali from Sidoti..

Vignesh Murali

Hi guys, thank you taking my call. So my first question is, with regards to the maintenance segment, I understand that some of it might be from the DST acquisition.

But apart from that do you see any improvements in the long-term prospects of this segment?.

Bill Stone

Well, I think Vignesh that one of the real strengths of DST was the maintenance stream that they brought into SS&C and long-term relationships with their customers. And so, the primary increase in that comes from them.

And that as we saw more licenses, our maintenance should pick up, but in general, with interest rates as low as they are, we don’t get much of a pick-up on that. The CPI plus, which is a maintenance ticker that we get annually that in the past say, 1995 to 2008 or ‘09, say 2008, we would get 4% or 5% maintenance gains on price increases.

Now we’re lucky if we get 1% to 2%..

Vignesh Murali

Got it, okay.

And so my next question is, now that you’re acquiring sales forces from a couple of acquisitions, do you still have plans to significantly enhance the investment in sales and marketing?.

Bill Stone

I think that we will continue to invest in sales and marketing and that we need to have maximum coverage as you see these prices get put into play, then that means the customers often get put into play. So, there will be lots of people searching after Citi’s clients, I’m sure. And we need to make sure that we play too.

And so that takes, the aftermath takes expertise. And that’s something that we intend on being the winner out of that..

Vignesh Murali

Okay.

And my final question is, can you just briefly discuss the pricing environment for the regulatory solutions as well as the REIT business when you compare to your hedge fund administration business?.

Bill Stone Sternberg

Well, in general, the regulatory solutions business is an add-on to our fund administration, although it adds 320 or so clients that we have. About half of those are fund administration clients of ours and half of them are fund administration clients of someone else.

So that gives us a really nice target of 160 clients that are on our fund administration clients to go after. And in general, the regulatory solutions, Rahul, might be, you’d be - that gives about 0.5-basis point or something like that..

Rahul Kanwar

That’s correct Bill..

Bill Stone

And so we think that’s good. And then the REIT business is similar to a fund administration client. And it would run, it depends on the complexity of the REIT but probably in the 5, 6, 7 basis points..

Rahul Kanwar

Yes..

Vignesh Murali

Great. Thank you. I’ll jump back to the queue. Thanks..

Operator

The next question comes from Brad Zelnick from Jefferies..

Brad Zelnick

Thanks very much. Bill, it’s good to see the success you’re having in the REIT servicing group early on here.

I was hoping can you maybe just talk a bit about the market opportunity and what is the cost to go after it?.

Bill Stone

Yes, I mean, it is like a complex accounting set. So we have been building software and training people in that space then recruiting for that space. It’s also a pretty hot area, right because as you well know the search for yield is going on around the world. And REITs have been a pretty steady source of cash flow for fixed income investors.

We think that we have created something that’s different than it is in the marketplace. And we are getting a lot of take-up on that, we’re getting some very famous names in the REIT business and they’re demanding. So that’s putting some stress on us, but we’re moving assets in there. And we got some real talented people.

And Tim Riley and his team is doing that, is really working hard at it. And we’re focusing on the customers. And it looks like we have an opportunity to go from say 20 clients in REITs to maybe 50 or 75..

Brad Zelnick

Excellent. And to Rahul, on alternatives, I just want to make sure I heard the number right for assets.

I think you said $627 billion, is that right?.

Rahul Kanwar

Yes, it’s a little over $627 billion..

Brad Zelnick

Great. And listen, last year seemed to be a tough year for hedge funds. I was curious if you would comment all on trends in churn and competitively, has anything changed? Because we’ve picked up pockets of activity where some of your largest diversified competitors seem to get very aggressive on pricing.

Anything you can tell us about the environment would be great?.

Rahul Kanwar

If you think from our perspective, it still comes down to expertise and quality at the, the quality of the platform, the quality of the access of information that they’re going on, whether that’s Cloud or mobile.

So I think if we do a good job selling that expertise and that quality and then delivering for the customers, pricing has not really been much of a problem. It’s a competitive environment and we’ve got to be within a certain range but we’re not seeing a lot of pressure on pricing..

Brad Zelnick

Great. And one quick last one for Patrick. Patrick, I don’t know if I missed it, but can you maybe just talk a bit about your FX exposure from an OpEx perspective and any hedging you might do or that you do already? Thanks..

Patrick Pedonti

Yes, we don’t, we don’t do any hedging. I mean, we’ve kind of got a natural hedge in that, the revenue and the expenses of the subsidiaries that are in those countries are identical. So it affects our bottom line, it affects our top line. But we haven’t been doing any hedging on FX currency..

Brad Zelnick

Okay. Thanks for taking my questions guys..

Operator

I am showing no further questions. I would now like to turn the call back over to the presenters..

Bill Stone

Once again, we really appreciate everybody coming on, on this call. And we look forward to speaking to you at the end of the next quarter. Thanks so much..

Operator

Ladies and gentlemen, that does conclude the conference for today. Again, thank you for your participation. You may all disconnect. Have a good day..

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