Agilysys Inc (AGYS) 2009 Q1 法說會逐字稿

Good morning and welcome to the Agilysys fiscal 2009 first-quarter earnings conference call. For your information, all participants will be in a listen-only mode. There will be an opportunity for you to ask questions at the end of today's presentation. An operator will give instructions on how to ask your questions at that time.

Before we begin, the Company would like to remind you that all remarks today may include forward-looking statements based on current expectations that involve risks and uncertainties that could cause the Company results to differ materially from management's current expectations. Please refer to the risk factors which can materially affect results outlined in Agilsys's corporate filings with the Securities and Exchange Commission and the Company's earnings release. (Operator Instructions) This conference is being recorded.

Now I would like to turn the conference over to Mr. Arthur Rhein, Chairman, President, and CEO of Agilysys. Please go ahead, sir.

Thank you. Good morning and we appreciate your joining us today. Our unaudited results were issued before the market opened and are currently available on our website. With me today as usual is Martin Ellis, Executive Vice President, Treasurer, and Chief Financial Officer.

In many ways, the first quarter was a notable quarter for the Company. We continue to be affected by the broader weak macroeconomic environment, the general IT slowdown, and in the quarter Company-specific issues related to our cost-savings actions and the re-engagement of JPMorgan. From a financial reporting standpoint, this is the first time that we have reported our segment information on a quarterly basis. And as you can now see, notwithstanding the overall softness in demand, our Hospitality and Retail Solutions segments performed well, while TSG has its challenges.

Revenue in the first quarter increased 43% compared with last year. We also reported revenue increases across the board in hardware, software, and services. Revenue from the Company's acquisitions of Innovativ, InfoGenesis, Eatec, and Triangle contributed $64 million or 35% of revenue in the quarter.

SG&A expenses for the first quarter were $57 million, compared with $38 million in the prior year. Acquisitions and depreciation and amortization for the quarter accounted for the majority of the difference.

As of June 30, we executed on our previously-communicated cost-savings plan, in which we have eliminated approximately $14 million in net expenses. The largest percentage of the costs eliminated are compensation and other employee-related expenses, which reflect a reduction of the workforce by more than 10%. We expect to realize the impact of these reductions beginning in our second quarter.

I am unable to comment on EBITDA for the quarter. Martin will provide additional information regarding Magirus and our reporting of summary financial data.

In the first quarter, the Hospitality Solutions Group, or HSG, recorded revenue of $25 million, up 85% compared with $13 million in the first quarter of last year. A total of $13 million or 53% of revenue came from the acquisitions of InfoGenesis, Eatec, and Triangle, a UK-based reseller and specialist for InfoGenesis products and services, which was acquired in April of 2008. In contrast with last quarter, I am especially pleased with the InfoGenesis results this quarter.

The current quarter includes significant development costs associated with HSG's development of Guest360. Guest360 is our next-generation property management solution and was recognized as Best New Technology at HITEC in 2007. The Company plans to launch Guest360 in 2009. The product is on target for beta testing this year with Hutton Hotel in Nashville, Tennessee, a 250-room upscale property.

Our Retail Solutions Group had a very strong quarter with revenue of $38 million, representing an increase of 85% compared with $20 million in the same quarter a year ago. RSG had double-digit revenue growth in hardware and software, as well as a record quarter in services. This increase in our proprietary services, coupled with an ongoing expansion of RSG's customer base into the general retail market fueled the growth. Also, our retail customers are continuing to expand the complexity and scope of engagements with them.

TSG recorded revenue of $122 million, up 29% from the prior year. The Company's acquisition of Innovativ contributed $51 million to quarterly revenue. The results of our Technology Solutions Group did not meet our expectations, as organic revenue declined by almost 25% year-over-year. Continued weak demand for IT products and services is evidenced in customer projects being delayed and in some instances reduced in scope or size. But importantly, our customers are not canceling these projects.

This, coupled with the quarterly volatility in our sales caused by the timing or inconsistent purchasing patterns of our largest customers, who this year are deferring large purchases to the back half of the year, resulted in disappointing performance. As part of our efforts to rationalize expenses, TSG reduced organic investments made in fiscal 2008 and altered its go-to-market strategy in its organic professional services business, which primarily supported IBM technology solutions and HP technology solutions.

TSG consolidated its professional services management and delivery groups and will continue to sell specific proprietary professional services, including identity management, security, and storage virtualization. TSG will now also deliver professional services using Agilysys-certified outside contractors and partners, rather than maintaining an extensive bench of services consultants.

On the strategic front, on June 16, 2008, we announced that our Board of Directors authorized the Company and its financial advisors, JPMorgan, to explore a full range of strategic and financial alternatives designed to enhance value for our shareholders. There is no predetermined outcome to this engagement, and it is too early to speculate on what the results of this process might be. We have no specific timetable beyond assuring that JPMorgan has sufficient opportunity to review and evaluate options available to our Company.

Once that process is complete with recommendations to the Board, we will determine the appropriate course of action. Please appreciate we are not in a position to answer further questions relating to our re-engagement of JPMorgan at this time.

Also announced during the quarter, we appointed Andrew Cueva of MAK Capital to our Board, filling the seat left vacant by the resignation of Dr. Curtis Crawford. Andrew is a managing director of MAK, our larger shareholder. He is also a member of the special committee created to oversee our strategic evaluation process. We appreciate the insights he brings as a long-term shareholder of Agilysys.

With that, I will now turn it over to Martin, who will provide you further details on the quarter.

Thank you, Art, and good morning, everyone. Let me begin by mentioning that today we are reporting summary financial information due to the open accounting methods related solely to our minority investment in Magirus. Given that we are providing summary information only, we have not reported EBITDA, since we were unable to provide readers of the press release with a reconciliation to net income. We encourage readers to perform their own calculations of EBITDA in order to compare results to the prior releases and conference calls.

In addition, it is worth noting that in a number of our segments operating income was significantly impacted by increases in intangible amortization as a result of recent acquisitions. Once again, we encourage everyone to read the information carefully, particularly as it relates to depreciation and amortization. Later in the call, we will also share more information on Magirus.

Revenue for the first quarter increased 43.4% to $184.1 million compared with $128.4 million in the first quarter of fiscal 2008. Organic revenue was $120.2 million, a decrease of 4.9% compared with the first quarter of fiscal 2008.

Revenue for the Company's acquisitions of Innovativ, InfoGenesis, Eatec, and Triangle contributed a total of $63.9 million, or 34.7% of revenue in the quarter.

First-quarter revenue from hardware products was $132.4 million, up 45.5%. Software revenue was $17.7 million, up 42.7% from a year ago. Services revenue was $34.1 million, up 36.4% from a year ago.

As we discussed last quarter, gross margins vary depending on the size of transactions, mix of products, related supply programs, and services associated with an order. Also, the size of our proprietary software sales and purchasing decisions made by major customers will drive gross margin variability.

Gross margin for the quarter was $48.6 million or 26.4% of revenue compared with $32.3 million or 25.2% of revenue for the first quarter of fiscal 2008. The 120 basis point increase was due to higher selling margins in the Company's Technology Solutions business and higher proprietary services sales in the quarter compared with the prior year.

Selling, general, and administrative expenses for the quarter were $57.3 million or 31.1% of revenue compared with $37.6 million or 29.3% of revenue in the prior year. Acquisitions accounted for $14.4 million in incremental SG&A. Also included in the quarter was in excess of $500,000 of unanticipated expenses associated with the cost of additional communications with our shareholders and exploring strategic alternatives.

Depreciation and amortization for the quarter was $6.9 million compared with $1.8 million a year ago. Excluding depreciation and amortization, SG&A as a percentage of sales decreased 50 basis points year-over-year.

Our restructuring charge of $23.1 million includes $2.5 million related to severance costs associated with our cost-reduction plan and $20.6 million related to the write-off of goodwill and intangible assets associated with the acquisition of CTS.

The operating loss for the quarter was $31.8 million compared with a loss of $5.3 million in the prior year. The increase in the operating loss of $26.5 million from fiscal 2008 is attributable to increased gross margin of $16.3 million offset by the restructuring charge of $23.1 million and increased SG&A of $19.7 million.

As Art mentioned, we initiated our previously-announced plan to reduce costs. As of June 30, we have executed on our plan and expect to realize the benefits of the cost reduction starting in the second quarter. A large part of the costs were eliminated by the end of the first quarter; however, some will continue into the first part of the second quarter, as we transition roles and responsibilities. These actions will result in the Company meeting its previously-announced annual cost-reduction goal disclosed on June 2, 2008.

On our previous conference call on June 2, we announced that we had recorded material other income during fiscal 2008 resulting from our 20% ownership stake in Magirus. Since financial information is associated with the Company's proportionate share of gains and losses reported by Magirus remain unaudited and unconfirmed, we are currently unable to complete preparation of our consolidated financial statements for the year ending March 31, 2008. We continue to work with Magirus and its auditors to complete the audit of this information.

Given that our share of Magirus income and loss remains unconfirmed, we are only reporting select financial data at this time. When Magirus is finalized, we will file our 10-K and 10-Q and report on these items.

From a segment standpoint, in the first quarter the Hospitality Solutions Group recorded revenue of $24.8 million, up 85.1% compared with $13.4 million in the first quarter of fiscal 2008. A total of $13.2 million or 53.2% of the revenue came from our acquisitions of InfoGenesis, Eatec, and Triangle, a UK-based reseller and specialist for InfoGenesis products and services, which we acquired in April this year. Depreciation and amortization for HSG was $1.3 million in the first quarter compared with $0.3 million in the prior year. The increase was due to incremental depreciation and amortization attributable to acquisitions.

Operating income was $1.8 million in the first quarter for HSG compared with $1.6 million a year ago. Operating income margin was 7.3% compared with 11.9% a year ago. The current quarter also includes $1.1 million of development costs associated with HSG's development of Guest360. Excluding development costs associated with Guest360, operating income would have been $2.9 million or 11.7% of revenue.

We were very pleased with the Retail Solutions Group, which had a strong quarter, reporting revenue of $37.5 million, an increase of 85% over the prior year. RSG had double-digit revenue growth for hardware, software, and services. Operating income was $3.8 million in the quarter compared with $1.1 million in the first quarter of fiscal 2008. Operating income margin improved significantly to 10.1% of sales compared with 5.4% in the first quarter last year.

As Art mentioned, this quarter's results of our Technology Solutions Group did not meet our expectations. With continued weak demand for IT products and services, TSG recorded revenue of $121.8 million, up 28.6% compared with $94.7 million in the first quarter of last year. The Company's acquisition of Innovativ contributed $50.7 million to quarterly revenue. Organic revenue declined by almost 25% year-over-year, as a number of major customers delayed purchasing decisions to the latter half of the year.

Depreciation and amortization for TSG was $4.4 million compared with $0.5 million in the first quarter of fiscal 2008. The increase in depreciation and amortization is due to intangible amortization associated with the acquisition of Innovativ. TSG reported an operating loss of $1.1 million in the first quarter of fiscal 2009 compared with operating income of $3 million a year ago.

From a corporate standpoint, depreciation and amortization was $1.1 million in the first quarter of fiscal 2009 compared with $0.8 million in the first quarter of 2008. The corporate segment's operating loss was $36.3 million in the first quarter. Excluding restructuring charges in the quarter, the operating loss would have been $13.2 million compared with a loss of $11 million in the first quarter of fiscal 2008.

The increase in corporate segment losses is primarily due to employee benefit expenses, professional fees, and costs associated with exploring strategic alternatives. Also included in the operating loss is $1.7 million of stock compensation expense compared with $1.8 million in the prior year.

Cash and cash equivalents were $29.5 million compared with $70.6 million at March 31, 2007. The decrease in cash was primarily due to the previously-announced $35 million interim earnout payment made to Innovativ shareholders, and the acquisition of Triangle group in the UK for approximately $2.5 million.

As at June 30, accounts receivable were $164.2 million, a decrease of $14.9 million compared with $179.1 million at March 31, 2008. The decrease in receivables was due to the overall decrease in sales.

Accounts Payable of $66.7 million decreased $31.9 million from the $98.6 million at March 31. Partially offsetting this decrease is an increase of $27.2 million in our floor plan financing.

DSOs and DPOs remain largely consistent with the prior quarter. Inventory was $18.2 million at June 30, compared with $19.3 million at March 31. Net working capital remains in line with the Company's goal of keeping net working capital at under 5% of sales.

Now let me turn to guidance for fiscal 2009. Given the current uncertain economic environment, we have conducted a review of the prospects for our businesses for this fiscal year. While projects and purchases have been delayed or reduced in scope, our customers are not canceling projects. Our largest customers still expect to procure product consistent with our expectations earlier this fiscal year. However, many have deferred large purchases to the back half of the year.

As a result, we still expect fiscal 2009 revenue to be between $860 million and $900 million. However, achieving the high end of the range is dependent on TSG customers making purchases consistent with our expectations.

Full-year gross margin is still expected to be approximately 24.5% to 25% for the year. With the execution of the cost savings initiated earlier this year, we expect to realize the full benefit of the reduced expenses as we had originally communicated. The Company still expects SG&A to be approximately $210 million to $213 million, excluding restructuring charges but including stock compensation expense of $5.4 million and depreciation and amortization of approximately $27 million.

We plan continued investments in the HSG group's launch of Guest360, which will cost in total approximately $4.1 million, of which $3.1 million is forecast to be expensed. Capital expenditures are estimated to be $8 million to $10 million for the year.

Our continued wide range on guidance reflects the current uncertainty around the macroeconomic environment and the anticipated back-end loaded demand for TSG products. The Company will revise guidance as the year unfolds and corporate IT spending becomes clearer.

That concludes our review for the quarter and our outlook for the remainder of the year. With that, let me open it up for questions.

(Operator Instructions) Brian Alexander, Raymond James.

I know you are not giving adjusted EBITDA given some of the accounting issues. But if I try to back into it, it looks like you had a loss situation at the EBITDA line. You really haven't made much money on the EBITDA line over the last several quarters. I appreciate the restructuring actions that you have talked about. But I'm not sure how $14 million is enough to get you close to your longer-term goals.

Maybe if you can just kind of help me with the math or what else you might be doing to improve profitability toward your longer-term targets.

Brian, if you take our guidance for the year, which remains largely intact at this point, and you include the cost cutting that we initiated this quarter, we are on track to achieve the guidance for the year, which had a range of EBITDA somewhere between $27 million and $40 million. Which as a percentage of sales, depending on if you pick the high or the low end, was a little over 3% to low 4%.

In terms of getting to the original long-term goals of 6%, as we discussed in our last conference call, that would come with additional growth in the Company and as we continue to rationalize expenses. So in the short term, we have executed on the cost savings that we communicated in our previous conference call about two months ago.

The benefits of that cost savings are not yet reflected in performance, given that they were executed right at the end of the quarter and there is a little bit of continuation into the early part of this second quarter. As we look at the next quarter, we expect to see the benefits of those cost savings and then obviously through the remainder of the year.

But without incremental growth, the current profitability in this fiscal year is not going to achieve the 6% goal. That was a three-year goal which required additional growth at the top line and additional cost rationalization.

Brian, there is no question -- as we acknowledged last quarter and as our Board has certainly recognized -- the market conditions have changed dramatically from a year or so ago when we set the goals that we did, in terms of our growth projections that included significant acquisitions, as well as improvements in the relative cost of our operations.

So, looking ahead, there is no question that with the market changes in terms of demand, but also the credit markets, we have had to take a look at lengthening that timeline. We are certainly not there today because of the uncertainty in terms of when this market will change. But it certainly is one of the considerations that the Board has given as well as management in terms of reviewing our strategic alternatives.

I guess I appreciate all that. I agree that the environment is very difficult. I am just trying to bridge the gap between how you started the year and how you plan to achieve your full-year target. If I assume that the $27 million to $40 million of EBITDA is still your guidance, you basically have three quarters to do it. That would imply you expect to achieve $9 million to roughly $13 million of EBITDA per quarter; and your restructuring actions only get you halfway there. I am struggling to understand how you make up the other half.

It really is a function of what we expect to happen or what we continue to believe has a very good or high probability of happening in terms of the increase in business that we will see going into what is our third quarter as well as our fourth quarter.

What we are really seeing or hearing from our customers, Brian, is again they are not canceling projects. They have delayed them. They have wanted to see how this year starts to shape up economically for them. And frankly, they will feel better -- or worse; but we think that there is a consensus that things are beginning to improve and they will feel better as they go into the second half of their year, which is now. Let's talk about the calendar year.

As they move towards the end of December, they expect that they will be spending. Their spending rates will be higher because they will be coming into the end of their budget. There will be amounts that have been -- I should say will not have been spent yet. Their CIOs are telling us they believe that the spending will pick up, again in the December quarter, as they realize that the economy is doing better than they might have thought.

And as they begin to look at the next year, 2009, they will be re-budgeting and there will be some pent-up demand that goes into the first quarter.

So, as Martin and I have said, it really will depend on the spending patterns that we see from our largest customers. At the risk of giving you a little bit more information, as you well know, we have customers that will place $10 million, $20 million, $30 million in a given quarter. When that is delayed, that is a very significant move in revenue and a very significant move in gross margin that when it moves ultimately will flow to the bottom line.

When it is not there, we have difficulty. So again, we are really looking at the second half, our Q3 and Q4, as significantly different than the first half.

Art, if I could just follow up and then I will cede the floor. I guess what I am struggling to understand is in your Technology division, you were down 25% year-over-year. I know one of your major suppliers is Sun and they have been struggling. But even they were not down nearly as much as 25% in the US. And the other vendors that you represent actually did much better than that.

So when I then look at the distributor results who have reported their computer segments for North America, they are not doing great, but they are not down 25%. In fact, they snapped back from the weak March quarter to the June quarter.

So I am just trying to understand. Why has Agilysys so disproportionately suffered from this week macro environment? That is my final question.

Again, I think it is a couple of factors, Brian. One is, we are dealing with our specific customer base, where again we have some large customers and it's a function of their buying patterns not only this year but as it relates to what they did a year ago.

But also importantly I think in the quarter, we introduced some significant distractions. I can't quantify it for you, but in the -- how shall I say? In the quarter, we introduced the cost-cutting measures, which certainly distracted our management team and our senior executives during the quarter, as we executed that in the last couple of weeks of the quarter. Unfortunately, that was the timing and that is when we had to do it. But we think it certainly hurt us.

In addition to that, there are the distractions to the organization caused by our re-engagement with JPMorgan. It would be naive of us to think that that didn't affect us in the quarter.

So I think we have a -- how shall I say, a confluence of events that certainly affected us negatively; but in no way am I trying or are Martin and I trying to avoid. As we have said, the TSG business did not meet our expectations and it was quite significant.

The reality is that some of these large customers, as little as one or two of them, were we to receive the orders as they have indicated to us in the last half of the year, that can make a huge difference to us. That is the difference between the high-low in our guidance.

Okay, perhaps I will follow up. Thanks, Art, for your candor.

Matt Sheerin from Thomas Weisel Partners.

Just to follow up on Brian's questions, so you saw -- it sounds like the shortfall you saw in computing, was that at the end of the quarter? Because you normally have an obviously very big push the last couple weeks, and that just happened at the end of the quarter. Or was it weak throughout the whole quarter?

No. Maybe to contrast with the March quarter, where we were I think all surprised by the lack of the end-of-quarter bump. I think I'd describe this as just a more evenly-spread slow quarter. I think it was more normal.

Okay. Did you -- I know you broke out the revenue for the operating groups. Did you say what it was on a sequential basis? What was the Technology Solutions business revenue in the March quarter?

We didn't provide sequential information from a segment standpoint, Matt. But if you give me a moment, I can give you some of that information.

Because that is normally -- I mean I know your seasonalities change a little bit because of mix of business. But that is normally up pretty substantially, particularly now you've got a big Sun business, right? So that would normally be up in the June quarter.

So I guess my question is, did you see any seasonality? Or was it just kind of weak, flat, or down?

The TSG business was our weakest business in the quarter. As you saw in the results, both Hospitality and Retail performed well. TSG sequentially was down about 20%.

Wow, okay.

We had expected, in terms of seasonality, flat sales to potentially a little bit of strength. As Art mentioned, a number of larger customers did not place orders this quarter.

I would like to just reemphasize the point that Art made, which is some of these large customers of ours, given the size of their purchases, are enough to bridge the high and the low guidance for the year in a couple of purchases.

At this point, we still have expectations for those sales in the fiscal year. In the quarter, we did not lose market share to others. This is really our customer base that we are dealing with.

How do you know you didn't lose market share?

Well, Matt, I don't think it's a question of market share. With possibly one situation, our customers did not give their business to a competitor. It is just that again in TSG, where we have some very large customers, they just decided not to buy. Again it is a few customers where we have very large volume.

Those deals, if you will, those customers, tend when they defer these large purchases, it is mostly mid- to high-end servers and storage. That is what they are buying, and that is what we didn't get.

Got you. Do you have any exposure -- I know you have some; but on the financial side, where you are seeing financial customers continue to be weak? Or is it more broadly speaking in terms of the cautiousness you are seeing?

Well, we certainly sell into the financial services industry. Our customer base in that industry is quite broad, from large multinational banks to insurance companies to some sales in the subprime mortgage area. Obviously customers in subprime mortgage industry are not buying consistent with historical levels. But our broad base of customers there is fairly stable. Some have delayed purchases.

But our overall business is not heavily weighted to the financial services industry.

Okay. Just a question regarding -- Arthur, you talked about some distractions at the end of the quarter, which makes sense. But because out of some of the moves that you made, did you lose any key personnel, whether it be managers or salespeople, because of some of the uncertainties involuntarily?

No, Matt, I'm glad to report that that has not occurred.

Okay, okay, thanks a lot. Good luck.

Brian Kinstlinger from Sidoti & Company.

Great, thank you. I'm only going to ask one question on the guidance, because you've had enough of those. But I guess I am wondering the reason behind not lowering your revenue guidance or at least narrowing it. I mean, delays happen all the time in the financial part of your business. But given the economy, it seems reasonable to assume not all of this will hit this year.

So I'm just trying to follow what the reasoning at least wasn't to at least narrow the guidance if not lower it.

Brian, we have got a couple of customers that do tens and tens of millions of dollars with us that have a pipeline that gets to the difference between the high and the low -- or potentially even above the high end of the range. These are very large customers that have demand and need for product.

At this point, if they deferred their purchases, we would certainly in the next quarter -- if they further deferred their purchases, in the next quarters we would move the guidance to a lower end of the range. Where they are right now and based on our view of the pipeline, those customers and their expectations for purchasing confirm the range on our guidance.

Unfortunately, we are keeping it as wide as it is because of what we see in the pipeline from these customers; but with some uncertainty that there is a possibility that they don't make the sale. At this point, it's difficult to narrow that range given the size of some of these customers.

Can you talk about the pricing landscape, how that maybe has changed over the last year, if at all?

I don't think we are seeing much of a difference. Certainly there are pockets of increased competitiveness. But overall, I don't think I would characterize it as anything strange or unusual.

Okay. In terms of the Hospitality business, is this a business that -- until 360 comes out that we should see as kind of flattish? Or is there a growth before that product rolls out?

No, you should expect growth there, in the current environment, in the low double digits. Our expectations in a more normal economic environment would be midteens in terms of growth.

We have as you know in that market a number of products. Guest360 is a property management software offering that will be our flagship offering. We currently continue to sell our original LMS product. We also acquired Visual One, which has a property management system; that continues to sell. Then we have our point-of-sale and inventory and procurement products.

Guest360 is a flagship property management product. So the rest of the business continues to sell. When that product goes live in the market, we expect it to contribute to additional sales at that time.

Brian, if you really had insight -- and certainly we are more than happy to provide it. If you look at what we have done over the past few years in terms of acquiring and diversifying the products that we now sell in that space and what has happened to the customer base, we have moved well beyond what was our -- how shall I say, our core set of customers in the commercial gaming segment of the market. Where we have now moved much further into the general hospitality area. We now have managed food services, cruise lines that are part of our customer base, as well in stadiums.

So we have really broadened the customer base in that business in terms of the products we offer them and the customers we can now appeal to. So we would expect reasonable healthy growth in that segment of the business as we look forward.

So if I look at the Hospitality organic growth, and that is mostly the gaming piece being down, does that suggest that is mature and your newer products are the ones that are going to drive growth?

No, no, I don't think we would say that. We see that business again move quarter-to-quarter. It's a function of the hotels and what they need from us in terms of whether they have acquired companies; that tends to increase our business, because they then try to homogenize their legacy system. We will just see quarterly fluctuations.

But the fact is that the business at the large gaming organizations is something we will continue to do and enjoy. Maybe a point of interest, certainly the economy is affecting Las Vegas. They are not immune to it. And we are seeing some customers delay some of their implementations; but it is nothing that is extraordinary at this point.

Great. A couple of housekeeping items. First of all, has the Magirus audit begun? Or are you still waiting on the auditors to begin?

Well, Magirus --

The auditors for the translation piece for you to get what you need completed.

Our review of additional audit items has not begun. What has been completed is Magirus's audit of their financials in Germany, consistent with German GAAP and German audit standards.

What we need is additional work to confirm the differences between German GAAP and US GAAP and then our proportionate share of some of the gains and losses, given the way that Magirus sold its business to Avnet; and then post that sale, our share of their continuing losses.

It is that work that needs to be performed. Magirus itself has been audited by PWC, and their audit for their fiscal year is complete.

When do you expect your piece will begin? Do you have a start date for that?

We don't have a start date set. We are in the midst of working Magirus, their auditors and ours, to start up that process.

And I missed it, I know you mentioned it. What was your cash balance? Can you give us free cash flow for the quarter?

Cash at the end of the quarter was $29.5 million. Free cash flow for the quarter was obviously down, the $40 million; but that includes the $35 million that was paid for Innovativ on the buyout, the $2.5 million that was paid for the purchase of Triangle. If you include CapEx and dividend payments, cash flow from operations was flat in the quarter. Essentially breakeven cash flow from operations.

Okay. My final question is, when you take a look at the rest of your assets, have you done an impairment, as you do like cash every quarter? I don't know how often you do it. Give us a sense whether there is any more kind of writedown, maybe impairments that could be out there?

We have done a review of all of our assets, and there are no other impairments of our operating assets.

Great, thanks very much.

(Operator Instructions)

Well, it sounds like there are no further questions. So with that, I thank you for them and we will look forward to speaking with you again next quarter.

Thank you. That does conclude today's conference call. Thank you for your participation. You may now disconnect.