Investcorp Credit Management BDC Inc (ICMB) 2018 Q4 法說會逐字稿

Before we get started, I'd just like to highlight to people that we recently, in the last half hour, posted to our Investor Relations a schedule that we will walk through at the end of this call, that is titled Discussion of the U.S. Well Services and Bird Electric as of June 30th, to add some clarity around the NII as well as the taxes and gains. And with that, I'll turn it back to the operator.

Welcome to the CM Finance Fourth Quarter Earnings Release Conference Call. Your speakers for today's call are Michael Mauer, Chris Jansen and Rocco DelGuercio. (Operator Instructions) I'll now turn the call over to your speakers. Please begin.

Thank you, operator. And thank you, all, for dialing in today. Joining me are Chris Jansen, my co-Chief Investment Officer; and Rocco DelGuercio, our CFO.

Before we begin, Rocco will give our customary disclaimer regarding information in forward-looking statements. Rocco?

Thanks, Mike. I would like to remind everyone that today's call is being recorded, and that this call is a property of CM Finance Inc. Any unauthorized broadcast of this call in any form is strictly prohibited. Audio replay of the call will be available by visiting our Investor Relations page on our website at www.cmfn-inc.com.

I would also like to call your attention to the safe harbor disclosure in our press release regarding forward-looking information and remind everyone that today's call may include forward-looking statements and projections. We may ask -- we ask that you refer to our most recent 10-K filing for important factors that may cause actual results to differ materially from these projections. We will not update forward-looking statements unless required by law. To obtain copies of our latest SEC filings, please visit our Investor Relations page on our website.

At this time, I would like to turn the call back over to our Chairman and CEO, Michael Mauer.

Thanks, Rocco. Yesterday, we reported our financial results for the fiscal fourth quarter and year ended June 30. We had an exceptionally strong quarter, with net investment income of $0.62 per share, more than doubly covering our dividend. A large portion of this came from the reversal of previously unrealized gains. While market conditions continue to be challenging, we have found attractive opportunities to redeploy our capital. Both within the broader syndicated leverage finance market and in competitive situations within our core middle-market focus. Our team has identified lending opportunities in the primary and secondary markets. Arranger and lender competition for deals continues to be a common theme, however, we have begun to see transactions stall and get revised in a lender friendly way. Pricing, in particular, has moved favorably. Although we have also seen tightening of structures and even the inclusion of covenants in deals which launched as covenant like. As always, we try to be conservative and disciplined, focusing on better structures, secured lending and identifying quality companies and management teams. Since our last conference call in May, our origination has been a mix of directly sourced loans and syndicated transactions, as well as short dated secondary opportunities, where we can observe the borrower's performance for a period of several years prior to making an investment.

Our new investments in the quarter were all 1st lien. And since quarter end, we have made several additional first lien investments. Our pipeline continues to contain a mix of directly sourced opportunities and secondary opportunities. We have recently made several secondary investments where our investment team focuses on loan tenure and structure, covenants, repayment provisions and loan to value analysis. Generally speaking, we have purchased shorter weighted average life assets, where we're comfortable holding its position to maturity. We have avoided second lien structures lately, especially in primary transactions as these deals remain long dated and typically covenant like and often have extremely weak lender protections. I'd now like to turn the call over to Chris to discuss our portfolio activity.

Thanks, Mike. We made 5 investments during the quarter to 4 new portfolio companies, including 2 to the same new portfolio company. We also had 3 complete realizations and 2 significant partial realizations during the quarter. As discussed on last quarter's call, we made an investment in an outstanding club deal, the first lien loan to Hostway Corporation. Hostway provides cloud, managed and dedicated server hosting services to developers, startups, small and medium sized businesses and large enterprises. Our yield on cost is approximately 9.9%.

We purchased a first lien loan and first lien bonds of Accela technologies. Accela is a publicly traded, global business process outsourcing firm. Our yield at cost in the aggregate is approximately 9.2%. Deluxe Canada is a club deal for the Canadian subsidiary of Deluxe Entertainment. Deluxe Canada focuses on visual effects, production and media management and other postproduction services for both Canadian and U.S. process films -- produced films and TV. Our yield on cost is approximately 8.5%.

We also invested in the new first lien loan of RPX Corporation, which was placed in connection with the acquisition of the company by private equity sponsor HGGC. RPX provides a subscription based patent risk management solution to corporate customers. Our yield on cost is approximately 10.4%.

We received a significant pay down at par from CareerBuilder of approximately $6.6 million. As of June 30, we maintained the position of approximately $11 million. We also sold all of our class A and class B shares of U.S. Well Services during the quarter. These shares were marked at approximately $4.5 million at March 31, and we sold these shares for proceeds of approximately $4.85 million. We continue to hold the term loan and revolver of U.S. Well Services. Our IRR on the entire position is approximately 15.6%, inclusive of the loss we booked during the restructuring, the unrealized term loan position and tax leakage at the Blocker Corp.

We also had a partial realization of our position in PR Wireless. We continue to hold a small position in the delay draw term loan and in warrants but we have sold our entire funded term loan position, which was approximately $14.4 million. Our IRR to-date on our entire investment, inclusive of realized gains and unrealized losses, is 10.9%.

We fully realized our investment in Dayton Superior. Dayton's performance was significantly below what we expected when we made the investment and we exited the position at a loss. Our fully realized IRR was negative 4.5%.

Finally, we also realized our position in Bird Electric. We made the investment in 2014, restructured the company in 2016, and witnessed a significant turnaround of operations in 2017 and 2018, after major hurricanes in the U.S. and Puerto Rico. We had a positive IRR on this investment on a pretax basis and an IRR of negative 1.4% including tax leakage at the Blocker.

This quarter-end, we have been actively investing in the primary and secondary markets with a number of new investments and 2 realizations. Please bear with me as there's quite a bit to cover.

We invested in the first lien loan of Fusion Connect. Fusion is a public company which operates as a telecom and internet services provider. Our yield on cost is approximately 11.4%.

We also invested in the first lien loan of QualTek, which backed the acquisition of the company by BrightStar Capital. QualTek is a provider of turnkey solutions including engineering, construction and program management to the telecom and power sectors. Our yield on cost is approximately 8.8%.

We purchased a first lien loan of Arcade Bioplan in the secondary market. Arcade is a leading provider of sampling solutions for the personal care and beauty industry. This is a short dated loan maturing 2021. Our yield to cost is 10.4%.

We also purchased a first lien loan -- term loan of 4L Technologies in August. 4L is a global leader in providing businesses with intelligent environmental solutions focused on the recovery, remanufacturing and remarketing of technology assets. Like our investment in Arcade, this is a short dated, first lien term loan maturing in 2020. Our yield on cost is approximately 8%.

Intermedia was both a realization and a new investment after quarter-end. The company, which is controlled by Madison Dearborn, refinances capital structure into a new, all first lien structure. Our second lien position was repaid with a realized IRR of 14.2%. We invested in the new first lien with the yield on cost of approximately 8.7%.

Our other realization was International Wire. Recall that we had sold a portion of our position last quarter. In light of our concerns about global tariffs and the effect this might have on raw materials pricing and end market demand, we elected to sell the remainder of our position. Our fully realized IRR was 9.8%.

Our portfolio company count stands at 25 as of June 30, and has increased to 28 today with our new investments since quarter-end. Using the GIC standard we adopted last quarter, as of June 30, our largest industry concentration was professional services at 14%, followed by hotels, restaurants and leisure at 11.4%, energy equipment and services at 11%, media at 10.9% and commercial services and supplies at 10.8%. I'd now like to turn the call back to Rocco to discuss our financial results.

Thanks, Chris. For the quarter, our net investment income was $8.5 million net of waivers or $0.62 per share. As of June 30, the fair value of our portfolio was $293.6 million compared to $297.2 million at March 31. Our investment activity accounts for a $9 million decrease in our portfolio, we had $2.7 million of unrealized depreciation and $2.2 million of realized losses from investments in the quarter.

As of June 30, the weighted average yield of our debt portfolio, including amortization was 11.19% versus 11.12% at March 31. Our new investments had an average yield of 9.65% versus an 8.64% average yield on realized debt investments. We also had realization on our preferred investment in Bird Electric and common equity of U.S. Well Services, which were held indirectly through Blocker corporations. Our debt portfolio was comprised of 95.8% floating-rate and 4.2% fixed rate investments. Both 1 and 3-month LIBOR are in excess of the applicable floors on all of our loans. On average -- our average portfolio company invested -- investment was $11.8 million, our largest portfolio company, PGi, was $24.9 million and our second largest portfolio, Caelus, was $24.2 million. As of June 30, 52.1% of the portfolio was in first lien investments compared to 48.3% last quarter. 43.3% of the portfolio was in second lien investments, 42% -- 4.2% in unitranche loans, 0.2% in unsecured debt and the remaining 0.2% in equity and warrant positions.

Additional information regarding the composition of our portfolio was included in our Form 10-K, which was filed yesterday. We were 0.68x times levered as of June 30, compared to 0.72x levered as of March 31. With respect to our liquidity, as of June 30, we had $5.6 million in cash, $2.7 million in restricted cash and $32.2 million in capacity under our revolving credit facility with UBS. I'd also like to note that post our June 30 year-end, we closed on a public offering of 6-1/8% note due 2023. Including the overall allotment, we have issued $34.5 million of notes for aggregate proceeds to the company of $33.2 million, providing us with substantial -- substantially additional liquidity. With that, I'd like to turn the call back over to Mike.

Thank you, Rocco. As Chris noted, we made a number of new first lien investments during and after the quarter. Our focus has been on reinvesting capital conservatively, including in short dated loans and selectively in new originations. We have also been actively managing our exposure to the energy sector. So far this calendar year, we received a partial repayment from Liberty, sold our A and B shares in U.S. Well, we anticipate repayment in our U.S. Well term loan later this year, which was announced as part of MatlinPatterson Acquisition Corps. proposed merger with the company. From January 1 through June 30, the fair value of our positions in oil and gas and energy equipment and services was reduced by approximately $850,000 including realized and unrealized depreciation of $1.8 million. All of our energy related debt positions are first lien with the exception of Caelus, which is the second lien, but has no borrowings under its first lien revolver. Our marks this quarter increased by an aggregate of $1.1 million. Our largest changes in fair value were Caelus, FPC Holdings and Montreign. Caelus continues to benefit from the rising price of oil and its multi-year track record as an excellent operator. Oil prices have a double benefit, both increasing the value of the company's reserves and generating additional revenue. The loan has become a very short dated asset maturing in April 2020. We increased the mark from [90] to [93] this quarter. FPC Holdings, better known as FleetPride, was an investment in the March quarter. Our mark improved from [97] to par this quarter. (inaudible) results continue to improve with growing revenue and profitability. We have been lenders for several years now and are impressed with the growth turnaround that management has successfully been executing.

Finally, our position in Montreign was marked down in the quarter. This loan funded the construction of the Resorts World Catskills Casino in upstate New York. The casino opened ahead of schedule in February this year and completed construction a few months later. It's still very early but revenue has been below the company's projections and our expectations. Our belief is that a difficult winter was a major contributor and that the summer season should bring additional traffic to the property. Over the next 2 years, we expect the opening of the golf course, entertainment village and waterpark to drive additional gaming visits. We marked down our position from par to 98. We fully earned our incentive fee in the June quarter but waived approximately $500,000, all related to U.S. Well. Our distribution for the quarter ended June 30, 2018 was $0.25 per share, was paid on July 5.

Our Board of Directors has declared our next quarterly dividend of $0.25 to be paid on October 5 to holders of record as of September 17th. While we significantly over-earned our dividend in the June quarter, we continue to believe that $0.25 dividend level is consistent with our ability to generate NII. We are committed to paying a sustainable dividend to our shareholders without reducing our investment quality or changing our focus from secured lending opportunities. Due to the cost associated with the issuance of our 6-1/8% notes this quarter, we do not expect to fully earn our incentive fee in the September quarter. Our leverage was 0.68x as of March 31, in light of our increased borrowing capacity from our new notes as well as an anticipation of the decrease in our asset coverage ratio from 200% to 150% next year, we expect to gradually increase our leverage from our historical target of 0.75. The current target is 0.8x plus or minus 0.1. Last quarter, our board authorized share buyback program. In the quarter ended June 30, we repurchased approximately 42,000 shares of stock at an average price of $9.10, representing a 27.5% average discount to our NAV. The increase in our NAV on account of the buybacks this quarter is $0.01. As a reminder, our total capacity for repurchases under this program is $5 million and we expect to continue to execute on the repurchases going forward. With that, operator, please open the line for Q&A.

(Operator Instructions)

Operator?

Yes, sir?

If we can hold questions for a second because I just want to walk through 1 or 2 other things before we do that.

Sure.

So, everyone, just one more additional comment on, while we don't expect to cover the dividends for the September quarter due to the issuance costs around the baby bond, we would expect given where we are today to cover the dividends for the December quarter. And excluding the effects of the baby bond in the September quarter, we would expect to cover September also, just to clarify that 1 point.

The second thing is, if people have had a chance to pull up the schedule that I referenced in the beginning, I'd like to just take a couple of minutes and walk through that because I've tried to simplify and I'm sure I probably overcomplicated the issues around U.S. Well and Bird, because there's a lot of accounting and tax and legal liability. The Blockers were set up for both U.S. Well and Bird because of [RIC] issues and to shield against legal liability where you either have equity or you have non-debt exposure. Bird Electric was not an equity position, Bird Electric is a minority owned business and we were precluded from getting equity there. So we took a preferred security and in lieu of things like rate discount, [make whole], we got a conversion fee. So that is ordinary income that was coming through on Bird. You'll see that on the schedule under the column that said Block or ordinary income. We did not change the character of our income, that would have been NII, if we had not put it in the Blocker and that's why we continue to treat that as it would have been treated outside the Blocker for incentive fees and everything else.

U.S. Well, we did change the character of that gain, in the $4.8 million between the AMB proceeds by putting it in the Blocker. As a result of changing the character, it became dividend and under our management contract, we could've taken a fee on it, that we feel is a wrong thing and would have been out of the spirit -- even if the contract says it, out of the spirit of what we should be doing. You'll see a waiver in our income statement for $527,000 in the current quarter that is related to the capital gain in the Blockers, so that we are within the letter of what we had agreed upon.

The first column, NII impact, is the total dividend that came over net of taxes for U.S. Well, that was $2.6 million and for Bird it was $3.87 million. If you took the realized -- the reversal of the unrealized gains, U.S. Well just shy of $3 million and about $1.54 million for Bird. That's $4.4 million in change in aggregate is your decrease if you look at the aggregate realized and unrealized gains from [$330]to [$630], it's approximately $5 million, 90% of that is related to the reversals of the unrealized gains on these 2 positions. And the NII, as we all know, was at $0.62, after incentive fees and things like that, it was about $0.36 give or take and the $0.26 covering the dividend.

Down below, we tried to show you the total invested amount because both of these were restructured over their lives and what we try to do is make sure that we kind of laid out total of invested amount; U.S. Well, $17.7 million in a couple of different tranches. Proceeds received to-date, which are equity and some debt, $13.4 million. We still have the debt, which is performing extremely well. This is one of these, "wish we can hold it longer" but based on public announcement, looks like it's coming out in the fourth quarter of $10.5 million. We have the tax on the Blocker, pre-and post-IRRs including the piece that we hold today, so that we think about it as an overall investment, it was about 18% pretax, 15% after-tax. Bird Electric, we invested $14.7 million, those of you who have been following us for a number of years, know that a year, a year and half ago, this was one of our most troubled positions marked at about $7.5 million. We worked very hard to structure it and to be able to recover as much as possible on this. We did it through the conversion fee and the preferred instrument. We were able to recover pre-tax $15.6 million and post-tax just over $14 million, for a pre-tax IRR of $1.89 million and post-tax $1.41 million. Down below, we wanted to just reconcile the proceeds of $12.83 million on Bird, so that you saw the components of it. There was the original cost basis on that piece of $7.85 million, after restructuring we had an acceleration fee. We -- typical as any -- similar to any debt pure first lien that's out of no [ID], you get paid back at par, that's the acceleration. We had our conversion fee and we had accrued dividends in the proceeds, to give us a total of the $12.84 million.

With that, operator, I'd like to open to questions, please.

(Operator Instructions) Our first question comes from Robert Dodd from Raymond James.

A few questions and then I'll hop back in, because I'm sure I'm going to have some more, but on U.S. Well, what was the election that you are not, obviously, the only BDC that has a position in U.S. Well and has a position in the -- or had a position in the equity. All those others still have that equity at the end of the calendar second quarter. So what was the decision that you did different from everybody else to realize that and transform it into obviously, dividend income in the quarter versus everybody else who seems to be sitting on that and waiting? So it seems like that was an election by you guys rather than something structurally that the company did?

Yes, listen, I can't speak to why BlackRock or others have decided to hold it. I can speak to why we decided to sell it. And that is, we restructured a piece of debt into debt and equity. We felt that we were making a very good return on the overall investment as evidenced by the 15% net of everything. We had a non-interest earning piece of equity that had accreted and there was a good bid for it in the market. It was a chance to manage very junior energy risk, i.e. the most junior in the capital structure being equity and we had a company who was talking about how they were going to realize and MatlinPatterson is one of the avenues, and we decided that -- I think very similar, we could have this exact same discussion around Virgin a couple of years ago, and we decided to exit 6 months after we made the investment and Cyrus Capital, being the largest holder, held it until final sale. Our job, we don't believe is to be equity investors and to maximize the equity return. It is to make great investments and so we want to do the right thing, but we're not going to hold equity for equity's sake, that's our view, it may be very different than other peoples and there may be a higher return out there.

Got it. I've got the schedule in front of me, which is helpful, if complex. When I look at the tax expenses on U.S. Well and Bird Electric, if I assume that the tax is related to just the dividend income. I think certainly for U.S. Well that works out to about a 38% tax rate within the Blocker and for Bird, depending on all the moving parts, something around 40%. Obviously, that seems a lot higher than the current corporate tax rate. So can you explain why the taxes are so high within those Blockers relative to the size of the dividends?

Yes, Rocco, do you want to take that? I can if you want me to.

Yes, no problem. The tax, actually rate is [27.5%] on both of them. The Blocker has actually paid, but it's actually, it's a blended rate of what it was. Because our year end is June, it's whatever the corporate rate is now versus what it is was at the end of the year before the Trump tax plan, so the actual tax rate comes out to 27.5% .

And another housekeeping one, if I can. On the -- you mentioned, Mike, the expenses related to the new bonds, and that's going to impact the next quarter. Is it your intent to just accept -- I think that's the $230,000 offering expenses. Are you just going to expense them in the quarter, not amortize it over the life of the bonds outstanding?

No, we actually -- I think we've been consistent on this on almost everything we do, whether or not it's fee income or funding expenses. We're amortizing it over the life but there are some onetime costs and there's also the initial drag when we close this thing literally in the first week of the quarter and deploying capital. So there's some one timer, exogenous with doing it, but we are amortizing over the life. So it's a more true cost of debt.

Okay, okay. Got it. And then one more if I can. On changing the nature of income on, obviously, you mentioned on U.S. Well. If -- for the majority of other BDCs that I cover, the reality is, if an LL -- -- if there's a gain on an LLC equity position or structured notes or whatever it is within a Blocker, that's transparent to the BDC. It gets upstreamed as a capital gain and doesn't generally, for most other BDCs, get treated as a dividend at all. So now then, whether it gets upstreamed, changes whether it's a taxable event for BDC et cetera, et cetera, from an investment company taxable income purposes. But if -- just to clarify, is it your position that any equity position in the future that you have in a Blocker, if there's a realization there, that's going to be different than income to the top line rather than a realized gain?

Well, we will follow the gap whether or not it comes out as dividend or whatever, but it is our position that as long as we are in a net realized/unrealized loss under the spirit of our contract, if we change the character of equity investment by putting it in the Blocker and we have a gain, we are not going to be taking incentive fees on that until we have refilled that bucket, unless it was ordinary net income type in the Blocker and we put it in there for protection purposes.

Our next question comes from Christopher Whitbread Nolan from Ladenburg Thalmann.

Mike, just for clarification, I know you changed the character of the income from U.S. Well, but you did not do that for Bird Electric, is that correct?

That's correct.

And also, I could not find that schedule.

It should be on the website under Investor Relations and Presentations.

Yes, I looked. Okay.

It should be there. I went in and checked it myself before we started the call, it was there, so I'm sorry you're having trouble.

Okay. And then if I caught your comments right, after -- and then operating EPS numbers seem to be $0.36, is that correct?

No. I think -- I'm going to say, we have not calculated the number that way, so I'm not sure how you're defining operating EPS.

Well, if I back out -- if I exclude, let's say, the nonrecurring dividend income, the offsetting tax expense and then, as well as the management fee waiver, I haven't run the numbers myself, I'm just trying to read the notes from your comments.

Well, I think if you thought about this as, if you excluded all that, you also have to then do some offsets to that because these were not repaid on June 30. They would have been reinvested in interest earning, et cetera. But if you turn around and say net net, where I think about $0.265, $0.26, net of everything. But EPS would have been like $0.32 attributable to U.S. Well and Bird. Sorry, [inclusive] of it.

And then on the repurchases. I know you have a $5 million authorization, is really the slowdown, just the lack of liquidity in the stock? If that's the case, why don't you think about doing a tender?

Well, it's actually a couple of things. One would be lack of liquidity, but the other bigger one is, if you remember, we've been in our K blackout period, so we're unable to adjust the levels at which we want to buy back during the blackout and it's extended blackout, it just ran out. So we will be looking to continue buying back stock over the next quarter, and we will have a shorter blackout for the next 3 quarters than we have for the last 90 days.

Okay, so all those things being equal, then we should see a step up in repurchases, is that first?

We'll see, and it depends on where it trades and everything else. So I don't want to give anything leading or misleading there.

If I can ask in a different way, then I'll hop back in the queue. Given that your leverage ratio -- target ratio's about 0.8, that gives you a little room to go up. Are you inclined to use that base up for your increased leverage for repurchases or for balance sheet investment.

Well, I'd say all the above depending on the situation.

Our next question comes from Christoph Kotowski with Oppenheimer.

I just wanted to go back to that 27.5% tax rate. I mean, just if -- from -- if the transaction closed in the June quarter, do you think that the new tax law applies. Is that an accounting -- is the 27.5...

It's Rocco. Yes, so I thought the same thing as you and then when we went back to do the tax returns. I had the auditors do the tax -- the auditors look at it and they said, no, you can't really do that, it's a blended rate. It's actually right in the reg too, they actually sent it to me.

And that's representative of your cash taxes?

I'm sorry, say that again? That's because we are at June year end and at the beginning of our year-end, the rate was higher than when it happened, if we were at -- that's why. That's why we have to use the blended.

If we were at 12-31-18, you would have had the lower rate for the whole year.

And is that your cash taxes or just the accounting taxes?

I'm not sure. I'm sorry, Chris, you're fading out on me. I'm not sure I understand your question.

I'm sorry, I'm just trying -- that's not just an accounting thing, that's the actual cash taxes you owe?

That's the cash tax that we have to pay. That's what you are asking, yes.

Cash and book are the same here.

I'm sorry, cash and book. Yes.

(Operator Instructions) We have a follow up question from Robert Dodd.

Just to follow up on the question of tax. When -- so the [RIC] rules are a little different etc. So when is your tax return due?

What's your tax year -- is your tax year and your fiscal year the same?

No. So here's the thing. So we have sub chapter M, right? That's based on your fiscal year end which is June, right? And then you have your excise tax, that's what you're asking, right, is due on your year-end which is 12-31. So my tax...

So the (inaudible), Rocco, the Blocker.

I'm sorry, the Blocker tax will follow what the 6-30 -- is the 6-30 year-end. So it would be due, file an extension 8.5 months after.

Okay, okay, okay, all right. So just an [oddity], obviously. Okay, just on -- obviously, you gave me some color on U.S. Well. On Bird -- U.S. Well, obviously, you give us some color, essentially, last quarter and we've been able to see what's going on. There was no discussion that I would -- can recall last quarter about Bird. So can you give us a little bit of color on why that seemed to happen so quickly. And then any kind of -- I wasn't expecting it to occur or anything -- realization was to occur for Bird. And how much, if any, were you in the driving seat for that?

Yes, it's Chris. We have no control, to answer your question, we had no control over Bird because that was a refinancing and that was generated by the inordinate level of profits they were making off of increased business. The company had been working on it for a number of months but we were totally -- we were unsure of the timing. We, quite frankly -- I had anticipated, personally this quarter or now versus last quarter. So it was kind of a pleasant surprise and something we didn't really expect. We wouldn't know the timing at the end of the day.

And you saw and when we moved the market March 31 to $9 million from the $7.5 million, then feeling better about it, but we did not know this would come.

We just didn't know how much excess cash the company was generating, how they were collecting their receivables.

Okay, I understand that. Last, more of a comment than a question, I will say. For what it's worth, on a quarter like this where there's noise and complexity, I would request -- I think probably your shareholders would appreciate it as well if the call was earlier in the day rather than letting half the trading -- more than half the trading day go past without the kind of color that you've disclosed on the call, but that's just a comment. So, thank you, guys.

Thank you. I appreciate that.

(Operator Instructions) At this time, we have no further questions.

Thank you, everyone. We appreciate all your time.

This concludes today's conference call. Thank you for attending.