Good morning, ladies and gentlemen, and welcome to the Algonquin Power & Utilities Corporation Third Quarter 2022 Earnings Webcast and Conference Call. Following the presentation, there will be a question-and-answer session. I would like to turn a call over to Ms. Amelia Tsang, Vice President of Investor Relations. Please go ahead..

Good morning, everyone. Thanks for joining us this morning for our third quarter 2022 earnings conference call. Presenting on the call today are Arun Banskota, our President and CEO; and Darren Myers, our Chief Financial Officer.

Also joining us this morning for the question-and-answer part of the call will be Jeff Norman, our Chief Development Officer; and Johnny Johnston, our Chief Operating Officer. To accompany our earnings call today, we have a supplemental webcast presentation available on our website, algonquinpowerandutilities.com.

Our financial statements and management discussion and analysis are also available on the website as well as on SEDAR.

Before continuing the call, we would like to remind you that our discussion during the call will include certain forward-looking information, including, but not limited to, our expectations regarding earnings, capital expenditures, pending acquisitions, asset recycling, transactions and growth.

At the end of the call, I will read a notice regarding both forward-looking information and non-GAAP measures. Please also refer to our most recent MD&A filed on SEDAR and EDGAR, and available on our website for additional important information on these items. On our call this morning, Arun will provide an overview of our Q3 performance.

Darren will follow with the financial results, and then Arun will conclude with an update on our strategic plan for the business. We will then open the lines for questions. I ask that you restrict your questions to two, and then re-queue if you have any additional questions to allow others the opportunity to participate.

And with that, I'll turn it over to Arun..

Thank you, Amelia, and a very good morning to those who have been able to join us on the call and online. Let me start by taking the opportunity to extend a warm welcome to Darren, who has now been with Algonquin for almost three months.

Darren has a very strong background and brings deep experience in finance and capital markets as he was previously the CFO at two public corporations in Canada. Over the coming months, I hope you all have the opportunity to meet and build a relationship with Darren. Moving to the update for the quarter.

Overall, I will describe our third quarter financial results as challenged. We made progress on our growth initiatives with a year-over-year increase in adjusted EBITDA, but at the same time, we experienced pressure from factors such as renewable energy project delays and higher interest rates. Darren will discuss the results in more detail.

Over Algonquin's history, we have driven significant growth at our regulated and renewables businesses. Looking ahead over the next several decades as the industry continues to see an energy transition, we are well-positioned to benefit from a decarbonization transformation.

That said, we are currently seeing rapid changes in capital and credit markets, most notably a sharp increase in interest rates. While increasing interest rates is a market-wide phenomenon, the impacts are different by company.

As a capital-intensive growth-oriented company, Algonquin faces headwinds from higher interest rates and capital market volatility. We recognize these challenges and are committed to identifying and implementing adjustments to reduce our reliance on raising equity and to moderate the impact of rising interest rates.

Let me now provide you an update on our three strategic pillars of growth, operational excellence and sustainability. By now, many of you are familiar with the growth levers we have in our organization.

One growth lever on the regulated side is from our acquisitions and I wanted to provide an update on the pending acquisition of Kentucky Power Company and AEP Kentucky Transmission Company.

On September 29, Liberty Utilities and AEP reached an agreement that provides a path towards closing the transaction pending the approval of the transaction by FERC. The terms of the agreement include a reduction in the purchase price by $200 million from approximately $2.8 billion to approximately $2.6 billion.

The transaction is currently expected to close in January 2023. We remain firmly committed to completing this acquisition and look forward to bringing the benefits of our local operating model to the customers and communities of Eastern Kentucky. Turning to the growth levers for our renewable business.

One lever is our C&I strategy of partnering and collaborating with other companies to help them achieve their environment, social governance ESG commitments.

During the quarter, we started construction on our first two solar projects with Chevron under our framework agreement, which was announced about two years prior to co-develop renewable projects and help Chevron reduce its carbon intensity.

We continue to be active on the renewables front and construction continues to progress well at our Deerfield II and Sandy Ridge II Wind Project, which are expected to add a combined total of approximately 200 megawatts of capacity. All foundations and road-works are now complete on both projects.

Turbine parts are on-site at Deerfield II with 8 of 21 turbines now topped out. Sandy Ridge II has 4 of 15 turbines on-site, and is expected to start topping out units in November. Approximately 2% of our previously disclosed five year capital plan include solar projects, including a Chevron project and New Market Solar.

While we have confirmed deliveries of panels for the Chevron project, the New Market Solar project continues to be impacted by solar module delivery delays due to U.S. Government import restrictions, which is an industry-wide issue.

The project already has 24 of 100 megawatts in service with construction on the remaining 76 megawatts substantially complete, except for module installation. Module deliveries for the remaining 76 megawatts are expected to restart in late Q4 2022 or in Q1 2023.

I also want to provide a comment on the passage of the Inflation Reduction Act in August, which has reinforced our strategy of investing in renewable assets.

Not only has it increased PTC and ITC tax credit levels associated with wind, solar, storage and renewable gas projects, but it has also increased those incentive’s transferability and self-monetization options.

In short, the IRA has delivered a greater degree of long-term certainty required for us to continue to invest in developing a pipeline of greenfield opportunities. Moving on now to operational excellence. In a mission-critical industry, safety and reliability are always key areas of focus.

We strive to keep our customers and communities safe, while maintaining our system reliability and resiliency. I want to thank all of our employees for their ongoing focus on safety and preparedness for weather events.

I want to particularly recognize and thank the electric team in Bermuda as the crew were able to restore power back to 97% of customers within 48 hours following Hurricane Fiona in late September. In Q3, our enterprise-wide customer J.D. Power scores came in at 702, representing a seven point increase from the prior quarter.

In a challenging environment of increasing commodity prices, we have seen industry scores decline substantially, while our score is only down one point from last year. We were able to move against the trend and improve our customer experience versus other utility companies as measured by J.D. Power.

We continue to monitor rising costs and the consequent cost of living challenges. These costs are largely a pass through, but at the same time, we are acutely aware of the potential impact on customer affordability, so we track that very closely.

We are helping our customers through educating on options for financial assistance and providing energy efficiency and water conservation programs. And finally, we remain firmly committed to sustainability through the inclusion of environmental, social, and governance values in our corporate strategy and operations.

Earlier this week, we released our 2022 ESG report, which is also available on our corporate website. The report is organized to meet our ESG disclosures as aligned with widely recognized sustainability frameworks.

Highlights of the newly released report include an enhanced diversity, equity and inclusion section, as well as enhanced data driven content with the inclusion of more relevant key performance indicators.

Focusing on the company's ESG progress also included a third party verification of scope I and II emissions data, which is a third year in a row we've had the data successfully verified. With that, I'll pass it over to Darren who'll speak to our third quarter 2022 financial results.

Darren?.

Thank you, Arun, and good morning everybody. Very pleased to be here today and excited to be part of Algonquin, a company that is creating sustainable energy and water solutions for the future.

My focus, since joining the organization has been to meet with as many of our colleagues as possible and come up to speed on financial, operations and corporate matters across the company. I look forward to meeting with all of you in person in the months ahead.

Before I turn to our third quarter performance, I did want to spend a moment sharing my philosophy with respect to capital and financing.

Building on the company's record of strategically investing in growth, I believe in a disciplined approach to capital allocation with accountability to ensure we are delivering returns commensurate with the investments we make.

Maintaining an investment grade rating with a strong balance sheet is critical, as is ensuring we continue to have a diverse set of funding levers. I also believe continuous improvements in operational excellence are critical foundations for profitable growth.

I will be focused on ensuring we have the tools and financial discipline in place to drive profitable accretive growth and to invest in projects to further enhance Algonquin's core business. Now, turning to the quarter. Our third quarter 2022 consolidated revenue was $666.7 million compared to $528.6 million for the third quarter last year.

Adjusted EBITDA was $276.1 million, which is up approximately 10% from the $252 million for the same period last year, primarily from growth in the regulated services group. Third quarter adjusted net earnings was $73.5 million compared to $97.6 million reported last year.

Adjusted net earnings was negatively impacted by an increase in interest expense of $23.3 million as a result of funding to support our growth and an increase in the underlying interest rate.

Corporate administrative expenses increased year-over-year by $8.2 million in the third quarter primarily from cost to support our growth as well as the timing of certain expenses.

The company recorded increased tax expense year-over-year of $15 million driven by lower year-over-year recognition of tax credits, which was mainly a result of revised estimates associated with renewable projects that are now expected to be placed in service in 2023, including New Market Solar.

In total, our Q3 adjusting net earnings per share came at $0.11, which compared to $0.15 in the prior year. In addition to the drivers discussed, results were negatively impacted by the increase in the weighted average number of shares outstanding at the end of the quarter due to our earlier equity raise for the Kentucky Power transaction.

Looking at results on a segmented basis, the regulated services group delivered $229.3 million in operating profit in the current quarter, which compares to $195.7 million in the same quarter last year, an increase of $33.6 million or 17%. This increase reflects the contribution of Liberty New York Water, which was acquired in January.

As a reminder, this utility is impacted by seasonality and is expected to earn over 65% of its operating profit during the peak summer months. The implementation of new rates across certain utility systems, including Empire Electric and Granite State added approximately $12 million as compared to the prior year.

The renewable energy group reported third quarter divisional operating profit of $71.5 million, which was relatively flat compared to the same quarter last year.

Existing facilities added approximately $4 million to operating profit, which was offset by results from the Texas Coastal Wind Facilities due to higher basis costs and the general transmission constraint imposed by ERCOT. Now, moving on to our capital plan for the year.

With the Kentucky Power acquisition now expected to close in 2023, we expect to spend approximately $1.6 billion in capital in 2022. Year-to-date, we've invested approximately $1.3 billion, including approximately $609 million in connection with the closing of Liberty New York Water.

During the third quarter, we invested over $200 million of capital into organic investments intended to improve safety, reliability, and resilience of our network. The company has access to multiple funding sources included -- including asset recycling as evidenced by the recent signing of our Inaugural Asset Recycling Transaction.

Total cash proceeds from this transaction are expected to be approximately $278 million for the U.S. facilities and approximately CAD107 million for the Blue Hill Wind facility in Saskatchewan. We expect to book a gain in the anticipated range of approximately $55 million to $60 million in the fourth quarter when the deal is scheduled to close.

We are pleased with the progress on our Inaugural Asset Recycling Transaction. This transaction helps to demonstrate the strength of our development platform and the potential value created by our ability to increase the size of a greenfield pipeline and develop and construct projects.

Further, with the successful signing of this Inaugural Asset Recycling Transaction, the company is currently evaluating further asset recycling opportunity as part of the capital plan for 2023 and beyond. We look forward to providing more details in the months to come.

Our DRIP program continues to see strong uptake and we've reactivated our aftermarket offering program in the third quarter, which raised approximately $40 million.

With the asset recycling transaction projected to close by the end of the year and the delay in the closing of the Kentucky Power transaction, the company does not expect to issue any further equity under its ATM program in 2022. Our liquidity position remained strong, ending the quarter with approximately $2.1 billion of available liquidity.

At the end of Q3, approximately 22% of our consolidated debt outstanding was subject to variable interest rates. A 100 basis point increase in the variable interest rate would impact interest expense by approximately $16 million annually, of which an estimated 70% would be related to our regulated business.

For our regulated business, interest rate increases are expected to be recovered in the context of future rate filings. From a refinancing perspective, we have several term facilities and approximately $100 million of long-term debt maturing throughout 2023.

Given our sufficient liquidity position, we will look to access the capital markets at opportune times, continue to access alternative sources of financing and make use of our strong banking relationships to extend term facilities as required. Moving to our outlook.

As a result of factors such as higher interest rates, the push-out to 2023 of the New Market Solar project and the recent order from the California Commission revising the CalPeco rate case decision to 2023, we are now seeing pressure on 2022 adjusted net earnings per share.

As such, we now expect our 2022 adjusted net earnings per share to be within the range of $0.66 to $0.69. Looking ahead into 2023, broadly speaking, we expect pressure from increasing interest rates and broader macroeconomic conditions to impact our earnings.

Although we are not providing 2023 guidance, our current view is that we will continue to drive growth in our regulated operating profit, albeit with some regulatory lag, while our renewables business is expected to be relatively flat as new program growth is tempered by lumpiness in our development pipeline.

In light of the changing environment, we are reviewing our plans and targets for 2023 and beyond. We expect to provide further details at our upcoming Investor Day in early 2023. With that, I will now hand it back to Arun to outline our strategic plans..

Thanks, Darren. Before we close out our prepared comments this morning, I want to give an update on our strategic initiatives. The company has continued to execute on strategic priorities, which are positioning us well for the future.

Firstly, we see a path towards closing the Kentucky Power acquisition as we now expect to close in January, 2023, pending FERC approval. The acquisition fits within our three strategic pillars, adds scale to our electric modality, and was priced at an attractive valuation level.

Secondly, we successfully signed an agreement on our Inaugural Asset Recycling Transaction.

We are pleased to be partnering with InfraRed Capital Partners by selling a 49% ownership interest in three operating wind facilities in the United States, totaling 551 megawatts and an 80% ownership interest in our 175 megawatt Blue Hill wind facility in Saskatchewan. We are pleased with the transaction multiples.

The company will continue to oversee day to day operations and earn a recurring management fee. At the same time, this transaction provides us with value of creative capital that will help finance our greenfield pipeline of solar, wind, and storage projects.

Thirdly, we are focused on operational discipline, while profitably growing, but we also recognize potential pressure from increasing interest rates and a more challenging overall capital markets environment to support our growth, given the capital intensity of our business.

Consistent with sound practices and taking into account this changing environment, we continue to evaluate and refine our growth plans.

I'm excited about the prospects for Algonquin’s regulated and renewables businesses, which are both well positioned to contribute to and benefit from the decarbonization transformation that is currently underway, and which will only accelerate over the coming years.

We expect that there are some near term macro headwinds, but the team is taking a proactive approach to navigate these challenges and position the company to enhance shareholder value over the long-term.

We look forward to discussing this in more detail at our upcoming Analyst and Investor Day, which is scheduled for early 2023, where we will be providing the investment community, the opportunity to hear from key members of the leadership team for an update on our operations, strategic direction and future growth plans for Algonquin.

With that, I will turn the call over to the operator for any questions from those on the line..

[Operator Instructions] And the first question is from Nelson Ng from RBC Capital Markets..

The first question is just a quick clarification.

In terms of your new EPS guidance range, does that include the $55 million to $60 million gain on the asset sales?.

Hi Nelson, yes it does..

And then second question, in terms of your liquidity position you flagged that you have about $2.1 billion of available liquidity, is most, like -- will most of that be allocated towards the closing of the Kentucky Power Acquisition? I think, that's like about $1.4 billion, is that right?.

Yes. So we would expect with the proceeds of our sell downs to have liquidity probably in the range of $2.5 billion as we exit this year. And yes, we would look to use the credit facilities to fund the transaction as we close it..

And then just a follow up on that.

In terms of your interest rate exposure, you flagged that 22% is subject to floating, but obviously when you draw on the -- when you draw to close the Kentucky Power deal, I guess all of that would be subject to floating as well?.

Yes. At the outset, until we do other things through next year, so yes. And that's part of the reason obviously, interest rates have changed dramatically over the last 90 days, which is part of the reason we've given the color on next year with the pressure that the interest rate is causing..

The next question is from Sean Steuart from TD Securities..

Follow up question on the funding plan. And you referenced lower reliance and raising equity at least in the near to midterm and mitigating rate pressure.

Can you talk about is there any willingness or is equity on the table at all at these valuation levels for the company? And can you reference appetite for accelerated capital recycling going forward after this Inaugural Asset sell down?.

Hey, Sean. Yes, great question. Look for the first year, we call it Inaugural Asset Recycling, because obviously it was the first time, we've ever done it. And we liked what we saw, there was a very strong market interest for long term renewable assets out there and we are certainly pleased with the level of valuation we got.

And so given that experience it does increase our confidence in being able to continue to do asset recycling much more so than in our past history to fund – to maximize the equity contribution for our growth needs..

And I may just add as Arun mentioned I think in his prepared remarks, I mean, we would like to have less reliance on the equity market. So accelerating, the sell downs is one of the tools that we have at our disposal to do that..

Okay. Thanks for that.

And can you give us any more context on valuation parameters for this initial sell down, given that we don't have asset level contribution detail, any multiples that you can provide on that initiative?.

Look, we talked about gain of -- in the range of $55 million to $60 million so that should certainly provide you some color. And so when you look at other multiples, you're probably looking at something in the range of $1,200 per megawatt when you talk about from a EV to a megawatt ratio..

The next question is from Rupert Merer from National Bank Financial. Please go ahead..

Hi. Good morning, everyone. On the asset recycling strategy, you mentioned there is strong interest in the assets.

So are you seeing any pressure on the prices with the rising rates, or are you still seeing attractive prices for assets and maybe would identify that as your lowest cost of capital?.

We certainly continue to see that robust level of interest through the process obviously, as interest rates were increasing. And despite the rising interest rate environment, we believe that there is enough interest from long-term financial and strategic investors for these very bright renewable assets for the long-term.

So again, despite the rising interest rate, we continue to see robust interest..

And then the mix of buyers that you have encountered, would you say there is more interest in a partial acquisition than a full acquisition of the assets? And is the pricing the same between those two groups, the ones who may want the partial ownership interest versus full ownership?.

So Rupert, our strategic plan around the renewable assets is really to clear that flywheel impact that we have talked about before, right? We have the ability to do totally greenfield projects on solar or wind or storage.

And as we de-risk these projects through the development cycle as well as the construction cycle and bring them into operations, we do see that ability to monetize through a partial sell down.

At the same time, we do want to continue to grow our development platform and our operations platform and the added advantage of this strategy is to get recurring management fees through the operating agreement as well. So we do see that on the renewable side as the most attractive options we have and we will continue with that strategy..

Okay. Very good. And then maybe just finally on the dividend. So we do have a soft year this year, payout on an earnings basis anyway looks -- it's going to be a bit stretched.

Maybe I need to wait for the Investor Day, but just wondering if you can give us some comments about the payout here and the strategy going forward?.

Yes, Rupert. It's Darren here. So first of all, what I would say is obviously the dividend is a very important part of shareholder value for the company. We have previously stated a target of 80% to 90% payout and there is always going to be, and I think the company has done a nice job of talking about this in the past.

So there can be dislocation from year to year on where that target comes in -- where it comes in relative to that target..

Thank you. [Operator Instructions] And the next question is from Naji Baydoun from iA Capital Markets. Please go ahead..

Hi, good morning. Just wanted to go back to the topic of capital recycling.

Wondering if you can give us a bit more detail about what assets you're thinking of potentially for next year? And is it only on the renewable side, or is it also maybe include some of the smaller non-core utility operations that you have?.

Naji, we are not prepared to answer that question currently. We are deep in the planning stages right now and we will certainly give you much more color at our Investor Day..

What about maybe just sticking to the renewable platform, should we expect more asset sales on the operating side or are you also looking at maybe development sales?.

On the renewable side, just like I talked about earlier, Naji, I think we have a great development platform and we've done a great job of derisking all of these projects through the development and construction cycle and bringing them into operations.

And we believe that we can maximize value by asset sell downs at that stage at its early stage of operations. So, that's where we'll probably continue to go..

And just maybe a question on Kentucky. I'm wondering if you can talk about sort of your plans for the business next year, any key priorities for 2023 and then maybe longer-term.

What would need to happen to maybe try to accelerate the greening initiatives within Kentucky?.

Well, one of the key things for us is to -- and to work on the IRP that we plan to file in front of the commission in early 2023. And that will certainly give you a lot more visibility into how we plan to serve the customers and communities of Kentucky.

Obviously with the IRA, we believe that the potential to green the fleet is an even more compelling value proposition. So, we're very excited about the benefits we can in fact bring to the -- our customers and communities in Kentucky..

So, do you think the IRA maybe helps to accelerate some of those plans?.

Absolutely. Both accelerate and increase the size of the benefit -- benefits to our customers..

The next question is from Rob Hope from Scotiabank..

Just a question on the guidance.

Can you maybe give a walk to the new range from the old range and maybe kind of comment on what could -- of the headwinds, could persist into 2023 and I guess also what the original expectation of the asset sell gains was in there?.

Rob, I'm not sure if we're going to be able to give you all that transparency. What I will tell you is the large factors that change, the sharp increase in the interest rates, the push out of the tax credits, those were the large items that change.

There is obviously lots of -- lots of moving parts within our plan and they change as the year goes on, and we're always juggling those things. But those are the two things that led to changing the guidance.

And then when we reflect on next year, I think consistent really with the internal plan we expect the renewables business to be somewhat flat based on its lumpiness of the development, and then we have that continued pressure from the increased interest rates, I'd say is the main driver for next year.

And we're just attempting to be as transparent as we can and just to be helpful, and we will give more color on that at our Investor Day..

For 2020, I will just add one more thing to what Darren said, which was also the push out of the order from the California Commission which we had expected in this month in fact, in November and that has been pushed out to 2023. And so that was the one additional item to what Darren just explained..

All right. Appreciate the color. Thank you.

And then as a follow up, just you mentioned commercial and industrial discussions on the renewable power side, can you maybe comment on how rising rates, inflationary pressures are being reflected in those conversations? I guess, also with the IRA, are we seeing a wider kind of [bid asset] spread between where you're expecting pricing should be and where they are or are the -- is the new environment being reflected in these discussions?.

the supply agreement and the EPC contract, and the one on the revenue side, the offtake contract as close concurrently as possible so that we are able to preserve our margins..

Thank you. The next question is from Nelson Ng from RBC Capital Markets..

Great, thanks. I just want to touch on I guess, your capital plan in terms of 2023. So can you just give a bit of color in terms of the flexibility in your capital plan? I was just looking at last year's Investor Day presentation, and you had about like $1.2 billion of utility CapEx forecast for 2023.

So big picture, like how much of that is discretionary, and is it fair to say that inflation will be obviously impacting the capital plan?.

So, Nelson. Look, I mean again, we want to be very transparent and tell our investors and analysts about the headwinds we are seeing. We obviously are working and have a lot of levers at our disposal.

One of the -- as context, we have always been in a fairly capital intense company and for example, our capital intensity has been anywhere from 3x to 7x our dividends. So your question, is there room? Absolutely. Yes..

Okay. And then just one other quick question.

In terms of your I guess, discussions with the regulators, are you generally seeing some pushback on affordability and pushback on rate increases? I know there's been news in Nova Scotia about that, but I'm just wondering given that you have a number of utilities in many regions, what's the general sense you're getting? Like are regulators telling you to defer any discretionary capital or what's the color?.

Look, customer affordability is always a top piece of conversation, whether through rising interest rate environment or rising inflation rate environment or not.

And we're always focusing on how do we value the best and lowest prices for our customers whether energy efficiency programs, different financial assistance programs and all those kind of things. Is that a conversation to continue? Absolutely.

Have we seen any -- lots of push-backs from regulators about the amount of capital that goes into the regulated entities? We try to make sure that we sign the capital and the amount to make sure that it's fulfilling the requirements of our customers whether for safety or reliability or those other requirements.

So we are comfortable that we can continue to manage the capital needs, while making -- ensuring the safety and reliability and customer affordability for our customers..

Thank you. There are no further questions registered at this time. I'd like to turn the meeting back over to A - Arun Banskota..

Thank you for – everyone, who've been able to join us this morning on the call. And with that, please stay on the line for our disclaimer..

Our discussion during this call contains certain forward-looking information, including but not limited to, our expectations regarding earnings, capital expenditures, pending acquisitions, asset recycling transactions and growth.

This forward-looking information is based on certain assumptions including those described in our most recent MD&A filed on SEDAR and EDGAR and available on our website, and is subject to risks and uncertainties that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information.

Forward-looking information provided during this call speaks only as of the date of this call and is based on the plans, beliefs, estimates, projections, expectations, opinions and assumptions of management as of today's date.

There can be no assurance that forward-looking information will prove to be accurate and you should not place undue reliance on forward-looking information.

We disclaim any obligation to update any forward-looking information or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

In addition, during the course of this call, we may have referred to certain non-GAAP measures and ratios, including but not limited to, adjusted net earnings, adjusted net earnings per share or adjusted net EPS, adjusted EBITDA, adjusted funds from operations and divisional operating profit.

There is no standardized measure of such non-GAAP measures and consequently, our method of calculating these measures may differ from methods used by other companies and therefore they may not be comparable to similar measures presented by other companies.

For more information about both forward-looking information and non-GAAP measures, including a reconciliation of non-GAAP financial measures to the corresponding GAAP measures, please refer to our most recent MD&A filed on SEDAR in Canada and EDGAR in the United States, and available on our website. And that concludes our conference call..

Thank you. The conference has now ended. Please disconnect your lines at this time, and we thank you for your participation..