Earnings Labs

Methode Electronics, Inc. (MEI)

Q4 2010 Earnings Call· Thu, Jul 1, 2010

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Transcript

Operator

Operator

Greetings. And welcome to the Methode Electronics Fiscal 2010 Fourth Quarter Earnings Presentation. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. (Operator Instructions) As a reminder, this conference is being recorded. This conference call does contain certain forward-looking statements, which reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements are subject to the Safe Harbor protection provided under the securities laws. Methode undertakes no duty to update any forward-looking statements to conform the statement to actual results or changes in Methode’s expectation on a quarterly basis or otherwise. The forward-looking statements in this conference call involve a number of risks and uncertainties. The factors that could cause actual results to differ materially from our expectations are detailed in Methode’s filings with the Securities and Exchange Commission, such as our annual and quarterly report. Such factors may include, without limitations, the following, dependence on a small number of large customers; dependence on the automotive, appliance, computer and communications industries and the consumer and industrial equipment markets; seasonal and cyclical nature of some of our businesses, including further downturns in the automotive industry; ability to compete effectively in our technology-based business and the markets in which we operate; customary risks related to conducting international operations; ability to keep pace with rapid technological changes; ability to avoid design or manufacturing defects; ability to protect our intellectual property or if we infringe or are alleged to infringe, on another person’s intellectual property; dependence on the availability and price of raw materials; affect of acquisition or divestiture of various business operations on our business, financial condition and operating results; significant fluctuation between the U.S. dollar and other currencies; unfavorable tax legislation; the future trading price of our common stock could be subject to wide price fluctuations; and risks of owning real property. It is now my pleasure to introduce your host, Don Duda, President and Chief Executive Officer for Methode Electronics. Mr. Duda, you may begin.

Don Duda

President

Thank you, Claudia, and good morning, everyone. Thank you for joining us today for our fiscal 2010 fourth quarter and full year financial results conference call. I am joined today by Doug Koman, Chief Financial Officer, and Ron Tsoumas, Methode’s Controller. Both Doug and I have comments today and afterwards we will be pleased to take your questions. Methode had many accomplishments in fiscal 2010. During the year, we returned to profitability, completing two major restructurings, which we believe have successfully repositioned our business for future growth and profitability. Also, we refocused all our business segments on solutions selling, completely redesigned Methode’s website and finished the year with a solid balance sheet. Additionally, we concluded fiscal 2010 with strong financial results, while overcoming a number of obstacles. Fourth quarter net sales increased $6.7 million or 7.5% over the fourth quarter of fiscal 2009, in spite of the planned exit of legacy products and no sales to Delphi in the current quarter, compared to $7.9 million in sales to Delphi last year. In addition to the quarter-over-quarter improvement, we also realized a sequential improvement in fourth quarter sales in each of our key segments. For the year, net sales decreased 12.3%, mainly due to the exit of legacy products and the loss of the Delphi business. For the fourth quarter, excluding restructuring and impairment charges, Methode’s net income improved $21.1 million to $16.4 million or $0.45 per share, as compared to a net loss of $4.7 million or $0.10 per share in fiscal 2009. Improved sales and lower overall manufacturing costs due to the company’s restructuring contributed a higher net income in the fourth quarter. This was accomplished even though we had higher selling and administrative expense due to the legal costs associated with the Delphi supply agreement and patent dispute…

Doug Koman

Chief Financial Officer

Thanks, Don. Good morning, everyone. As Don mentioned earlier, in our fourth quarter, we benefited from changes in various reserve estimates of about $3 million, just wanted to comment on that a little bit. These reserves include items such as bad debt, slow moving out and obsolete inventory, environmental reserves, product assurance, medical and workers’ compensation. These reserves are reviewed and adjusted each quarter up and down and that’s based on changes in business levels, facts and circumstances and updated experience. We thought that it was important to point out that there was the benefit in this fourth quarter, because we didn’t want there to be any confusion with the fact that we are also talking about completing our restructuring in the fourth quarter, this benefit from these changes and the estimates have nothing to do with the results of completing the restructuring. Of the $3 million, as we stated in the press release, we think that the majority of that is related to cost of goods sold. And then additionally, when we look at it, we believe that the $3 million is primarily related to our Interconnect and Automotive segments, probably on equal basis. Let me now recap our reporting segments. In the Automotive segment, fourth quarter sales of $47.7 million is up 1.3% compared to $47.1 million last year. As we mentioned in the release, the stronger sales in Europe and Asia made up for the loss of the Delphi business and the exit of certain legacy products. For the fiscal year, Automotive segment sales were $199.3 million and it’s down 18.2% compared to $243.6 million last year. The decrease is due to lower sales to Delphi, the planned lower sales of legacy product and the continued softening of the global economic environment. Currency translation increased foreign sales…

Don Duda

Operator

Thank you, Doug. Claudia, we are ready to take questions.

Operator

Operator

Thank you. (Operator Instructions) Our first question is coming from David Leiker with Robert W. Baird. Please state your question. David Leiker – Robert W. Baird: Hi. Good morning, all.

Doug Koman

Chief Financial Officer

Good morning, David. David Leiker – Robert W. Baird: Doug, it’s nice to be on the other side of the curve here, isn’t it?

Doug Koman

Chief Financial Officer

Yeah. It is. David Leiker – Robert W. Baird: Can you quantify for us or directionally give us some ballpark idea of the revenue impact of Delphi being gone and the runoff the balance of the legacy business here?

Doug Koman

Chief Financial Officer

Yeah. Just a moment, yeah.

Don Duda

Operator

Yeah. We, I think we’ve got those…

Doug Koman

Chief Financial Officer

Yeah. Delphi accounted for about $14 million in fiscal 2010 and legacy auto of almost about the same 13.8. David Leiker – Robert W. Baird: Okay. Do you happen to have a Q4 number there?

Don Duda

Operator

On the…

Doug Koman

Chief Financial Officer

In my prepared remarks we had 7.4.

Don Duda

Operator

Yeah. David Leiker – Robert W. Baird: Oh! I missed that.

Don Duda

Operator

Yeah. I think we mentioned it was I think 7.4, 7.9.

Doug Koman

Chief Financial Officer

7.9.

Don Duda

Operator

Yeah. David Leiker – Robert W. Baird: Okay. And then the legacy was that 8 in Q4?

Don Duda

Operator

I don’t think we quantified it last year because it’s just difficult to really measure that against last year but there was definitely, there was no Ford business, there was no Chrysler business.

Doug Koman

Chief Financial Officer

Yeah. That’s right. David Leiker – Robert W. Baird: Right.

Doug Koman

Chief Financial Officer

6 to 8 probably using a -- that’s probably a ballpark number. David Leiker – Robert W. Baird: Okay. And on the runoff, the legacy business that’s behind, I think in your release, it’s behind you now, right?

Doug Koman

Chief Financial Officer

Yeah, yeah. David Leiker – Robert W. Baird: And we still have just a few more months here we have to deal with the Delphi on a comparison basis?

Don Duda

Operator

Right. That’s up in September.

Doug Koman

Chief Financial Officer

Yeah. David Leiker – Robert W. Baird: Right. Okay. And then just kind of update in terms of the legal and if you have any sense on timing, where that stands, spending on that going forward here, if there’s anything to say there?

Doug Koman

Chief Financial Officer

Other than it’s hard to predict what the legal costs are going to be. David Leiker – Robert W. Baird: Yeah.

Doug Koman

Chief Financial Officer

I guess for comparison purposes or budgeting purposes, we -- I believe we’ve said about the same. David Leiker – Robert W. Baird: Right.

Don Duda

Operator

But that could be considerably less or more depending on how things go here. David Leiker – Robert W. Baird: Okay. Are there any things that even -- is there any source of timing in terms of the core process, any change in the next three months or something?

Don Duda

Operator

No. There’s no trial date set that I know of. We’re still going through motions and probably have trial dates known probably in the fall, not trials in the fall, but the dates by fall and September. David Leiker – Robert W. Baird: Okay. On the new business (inaudible) thanks for presenting and I think it’s a great help for us. It doesn’t look like the MyFord Touch numbers are in there or…

Don Duda

Operator

No. That -- they are, but I should say half of them are, because the first half of MyFord Touch was booked in 2009. I believe that’s the case. So when I say 45 million, you would say about…

Doug Koman

Chief Financial Officer

It was booked during the year.

Don Duda

Operator

Yeah. I have that here actually. MyFord Touch during the year was about $23 million. David Leiker – Robert W. Baird: And you’re putting that in automotive?

Don Duda

Operator

Yeah. Yeah. David Leiker – Robert W. Baird: And from a -- have you moved that from Interconnect into Automotive, TouchSensor?

Don Duda

Operator

No, no. The TouchSensor number I gave you was not automotive. David Leiker – Robert W. Baird: So from a modeling perspective and how that shows up in your segment reporting, is that going to show up in Interconnect with TouchSensor or are you going to split that?

Don Duda

Operator

No. It’s an auto program. It will go -- it’s using the TouchSensor technology, but it’s an auto program. David Leiker – Robert W. Baird: Okay. Thanks. That makes that clearer for me.

Don Duda

Operator

Yeah. David Leiker – Robert W. Baird: If I do my math and put that all together, what do you think that the timing of that, I know it’s over several years? But if we took, pull a number out of the air, let’s say $50 million in 2011, is that more than half of that’s skewed to the back-end of the year, I mean, just -- not the 50, but I mean, just in aggregate, is that how we should look at that?

Doug Koman

Chief Financial Officer

We’ve said in for 2011 that it’s a 12 to $18 million number. David Leiker – Robert W. Baird: Yeah. I’m talking about all of the new business award number in aggregate?

Doug Koman

Chief Financial Officer

Well, the… David Leiker – Robert W. Baird: I just want to have a sense of how that might fall percent-wise over the course, I know you don’t want to talk about dollars, but percent-wise over, it’s not a fourth, a fourth, a fourth in each of the quarters, I would imagine?

Doug Koman

Chief Financial Officer

No. But the 45 million of new automotive business that I talked about has no impact on 2011, it can’t. I mean, it’s just been awarded it. So you go out 12 to 18 months, oh no, you’ve got to go longer than that or not, you’ve got to go 18 to 24 months out on that. What’s launching now is the first Ford award of, I don’t have the programs in front of me, but that’s what contributing to 12 to 18 months. Well, we’ve announced probably a couple quarters ago, we’ll launch in 2013. David Leiker – Robert W. Baird: Yeah. I guess, I mispoke it, if we take all of your new business that you have launching in 2011, how would you say that falls percentage-wise between the quarters? I’m not talking specifically about MyFord Touch or Interconnect. But when you look at what’s your new business programs are for you fiscal 2011? Is it back-end loaded for the year or evenly spread?

Don Duda

Operator

You do have to talk about MyFord Touch on that, because I didn’t say... David Leiker – Robert W. Baird: I understand.

Don Duda

Operator

… back-end loaded. The others I would say are fairly normal launches and you would look at the normal auto cycle where, our fourth quarter is usually a very strong quarter in auto. Our first quarter generally is one of the softest. That’s one of the reasons we cautioned in our prepared remarks that you really can’t run rate the fourth quarter because you’ve got the July changeover… David Leiker – Robert W. Baird: Right.

Don Duda

Operator

… in there and then the fall, again, because auto -- normally we have good auto sales, the second quarter is strong, the third quarter tends to be a little weaker because of the holidays and then, again, you’re back to the fourth quarter. So the launches will follow that with the exception of Ford, which is probably more back-end loaded. David Leiker – Robert W. Baird: Okay. And then I have one last one here, as we look at your TouchSensor applications in appliance and automotive, is there -- are there any changes going on there in terms of relative competitiveness of your offering versus capacitance or other functions and ways to do that, just from a technology landscape, if there are any shifts in that landscape?

Don Duda

Operator

I don’t -- I won’t say that there’s been shifts. TouchSensor tends to be more economical in the lower count switch points. So if you’re a dozen points or less, touch sensor is more economical. As you get above that capacitance probably becomes on par. Technically, TouchSensor or field effect is faster. So you get a much quicker response. The volume and fan slider, you could call it artificial slider on MyFord Touch would be difficult to do in capacitance, it wouldn’t track as cleanly. And this really depends on the performance an individual designer wants. Certainly the TouchSensor product is the most deployed appliance for well over five years. David Leiker – Robert W. Baird: And is there any indication from Ford with what they are doing with MyFord Touch and MyLincoln Touch in terms of where they are in their thought process of how they’re going to implement that the interface in the center console in these other programs and what technologies they may or may not use?

Don Duda

Operator

Really not that I can say. Perhaps the best way of answering that is, MyFord connect technology is a -- lack of a better descriptor, a network in the vehicle that allows a driver to plug in various devices. The interface to the vehicle can be with touch screen, it can be touch screen with discrete conventional switches, membrane -- not membrane but conventional (inaudible) switches or micro switches, or it can with be a TouchSensor. It really is up to the designer what they want to use and how they want to offer the various options across their vehicle line. So they have choices. David Leiker – Robert W. Baird: And do you have any indication that you can share, other likelihood of them using multiple approaches which one might be more dominant or anything along those lines?

Don Duda

Operator

I don’t -- no, I would be speculating -- I would imagine, they, like any car company, they want to have multiple sources, so it wouldn’t surprise me if they employed capacitance in some vehicles. It also wouldn’t surprise me if they used conventional switches. And the vehicles haven’t been in the showrooms as of yet. They’ve been at shows and gotten a lot of good press, but I think a lot depends on how they are received by the consumer. David Leiker – Robert W. Baird: Okay.

Don Duda

Operator

The best thing that can happen is the consumer just loves the slider controls and their responsiveness of the touch points because it’s good for of Methode. David Leiker – Robert W. Baird: Okay. I have some others ones, but I’ll get back in the queue. Thanks.

Don Duda

Operator

All right. Thank you.

Operator

Operator

Our next question is coming from the line of Jeremy Hellman with Divine Capital Markets. Please state your question. Jeremy Hellman – Divine Capital Markets: Hi. Good morning, everybody.

Don Duda

Operator

Good morning, Jeremy. Jeremy Hellman – Divine Capital Markets: Okay. So just following up on David’s questions around auto, I just want to make sure I’m following some things correctly now. I think I’ve got that turned around. For fiscal ‘10 automotive revenues were $203 million. Then if I back out the Delphi and legacy runoff businesses, it’s around $28 in aggregate. Just as I formulate my fiscal ‘11 versus fiscal ‘10 look on things, your base is then, call it $175 million for 2010, I’m correct at that point, correct? Am I, understanding that properly?

Doug Koman

Chief Financial Officer

We’re following your math.

Don Duda

Operator

Yeah. Jeremy Hellman – Divine Capital Markets: Okay. And then in the K, you talk about expecting fiscal ‘11 sales to be down versus ‘10, obviously that is off the 203 level on a like-for-like basis, we’re still expecting growth, am I correct, off the 175 base?

Doug Koman

Chief Financial Officer

No. I…

Don Duda

Operator

Is that…

Doug Koman

Chief Financial Officer

We’re expecting that year-over-year our automotive sales are down. Jeremy Hellman – Divine Capital Markets: Right.

Doug Koman

Chief Financial Officer

And in part because of legacy and Delphi but the – it’s an excellent question you asked because last year, around the world included government incentives. Jeremy Hellman – Divine Capital Markets: Right.

Doug Koman

Chief Financial Officer

You got scrappage programs in Europe that we’re seeing a decline in automotive sales in Europe. It was most notably in Germany, but it was elsewhere because those scrappage programs had come to an end and you had Cash for Clunkers here in the U.S. So I don’t know how you factor that in but it’s certainly a factor and there was just an article in automotive news that says light vehicle sales may stall and I don’t -- at least the preliminary talk on the news today was that the second half of in auto may not be as good as predicted, I don’t have the numbers yet, though. Jeremy Hellman – Divine Capital Markets: Right. You know, the way I look at it, on a bigger picture level is you’ve got the issues you just cited on the downside and on the upside, you’ve got the new business coming in, MyFord Touch is going to be, something for the positive side of revenues this year. But, at the end of the day, what I was trying to get to if I sub out the Delphi and legacy stuff and back up to the $175 million number whether the 2011 figure is going to be north or south of that ultimately, if you want it -- if you felt like being simple or pinned down. Any inclination to answer that?

Don Duda

Operator

I guess all things being equal you might see some modest growth, but… Jeremy Hellman – Divine Capital Markets: Certainly there’s a lot that happens between now and this time next year.

Doug Koman

Chief Financial Officer

Right. I mean, our comments in the K and the release in our prepared remarks, is don’t run rate the fourth quarter. Jeremy Hellman – Divine Capital Markets: Yeah. Right. Obviously. Okay. So switching up a little bit before we beat that dead horse too much, looking to gross margins then, if I take out the reserve adjustments, which were I think add about 3% to gross margin, that backs up to about 20.5 or so percent. Do you anticipate being able to hold that margin level, you cited restructuring efforts, new products or is that going to be at risk of getting dragged down if sales soften and one would think that might be the case?

Doug Koman

Chief Financial Officer

Well, I think we’ve said all things being equal, 20% is a good number. Obviously if sales go down too far, your planned efficiencies and overhead coverage will weigh down and that has an effect on everything and everyone. But all things being equal, that’s a good number. Jeremy Hellman – Divine Capital Markets: Okay. One probably more simple question then, tax rate for fiscal ‘11, what’s a comfortable number to use, I mean, I go back to the 2006, ‘07 and ‘08 period, and when you’re reporting that tax provision, in the positive column that range from in the 40s down, last couple of years it’s been a tax benefit, what’s reasonable for 2011?

Doug Koman

Chief Financial Officer

Yeah, Jeremy, that’s kind of an interesting question, because over the last two years, you’ve seen, we had losses last year, but we had tax expense and this year we’ve got income and now we’ve got, we started tax benefit. Yeah, I think looking at next year, we’re probably as provision, probably a single-digit tax rate and that’s going to be primarily because of the amount of foreign operations that we have will continue to pay taxes there. To the extent that we generate any U.S. income, we’re going to be able to carry those losses forward and we’ve set up valuation reserves on that income for book purposes. So I would think that for the near-term, the tax rate should be again single digits. Jeremy Hellman – Divine Capital Markets: Okay. And then one last one for me, just more general getting away from the model for once. You know, if we back up and think about what is often written in the papers in terms of access to credit, big companies that have international operations or typically seeing a lot better access to credit than smaller businesses seems to be a common thread. Given that, as you think about M&A, are you seeing potential targets out there that are becoming a little more price receptive, I guess, I should say because of their access to credit, if they are small, isn’t what they would hope it to be?

Doug Koman

Chief Financial Officer

I would say we’re anticipating we’re going to see some of that. We haven’t looked at any, at least recently, any target, but particularly in Europe, we’re anticipating we’re going to see some of those type smaller companies that really have – they’ve a good business. They just can’t fund it. I mean, that may very well be in the auto sector, but it could be in other areas as well. So we expected to see it about a year ago and I think maybe just a year off in our thinking. As businesses ramp and have used up all of your -- as you ramp down, you generate cash, you use up that cash to sustain your business, now you ramp back up, if you can’t get lending, then you start to look at maybe being acquired by a company that has the cash to sell. No target inside right now, but we do anticipate we’re going to see some of that. Jeremy Hellman – Divine Capital Markets: Okay. Very good. Thanks.

Operator

Operator

(Operator Instructions) We do have a follow-up question coming from David Leiker with R.W. Baird. Please state your question. David Leiker – R.W. Baird: Just a couple of numbers questions and one bigger picture item. Doug, where do you expect depreciation capital spending to be in 2011?

Doug Koman

Chief Financial Officer

Yeah. I think we’re probably a little bit north of $15 million on depreciation, amortization is going to be 2.3, $2.4 million, and then capital spending, again, it probably depends on some of the opportunities that we see. But, we’re probably somewhere between, 10 to 15. It’s kind of a broad range but I think it just depends on what opportunities are in front of us.

Don Duda

Operator

Yeah. And we’re not having to pay for as much tooling because of the change in our product focus. So, well, 10 to 15 is probably a good number. Certainly not going to approach what we’ve done in other years. David Leiker – R.W. Baird: Okay. Great. And then, yeah, I think in terms of the wording in the release, your restructuring action and the cost involved that, those are behind you now, correct?

Don Duda

Operator

Right. Yeah. We’ve got there’s probably $0.5 million on the balance sheet and so as that gets paid out, that does (inaudible) in the P&L, that’s just going to be in balance sheet. Otherwise, we’re done with the restructuring. So anything, any tweaking that we do as far as that, it’s not going to be part of those previously announced restructurings. David Leiker – R.W. Baird: How much savings are there that’s not in the P&L as we see it today or are we at a full run rate on the savings?

Doug Koman

Chief Financial Officer

Well, it’s always hard to answer. You restructure the businesses for a lower revenue number, a midpoint maybe below midpoint of what you expect in the next three to five years of revenue. And done right, and I think we’re seeing some of the results of that, as you book business above that, that break-even line, if you will, you see a better throw to your bottom line than your standard margin. So I mean, we’ll see that hopefully in our businesses, as revenues ramp and we saw a little bit of that in 2010, a little bit power, a little bit in multi. So if we’ve seen the benefit, it’s hard to quantify what it will be going forward, but it -- assuming the labor mix is correct, you’re not purchasing 80% content, it’s something around 50% or 40%, you should see a good throw to the bottom line. David Leiker – R.W. Baird: Are there any costs that came out here in the downturn, temporary that we should look to come back in or is that not a factor at this point?

Doug Koman

Chief Financial Officer

No. I don’t think it’s a factor. The only comment I would make is component costs could be a factor. We’re seeing those component shortages. I think every company is seeing that. So could that drive raw material up higher? It would happen for everybody but that’s a possibility. David Leiker – R.W. Baird: Okay. And then the last item here, you look at your -- you use the phrase in your release about your technology toolbox and you look at the different businesses that you have there. Is there any kind of update you can give us in terms of where you are with some of those technologies and whether any are closer to generating ramp up in revenue like we’re seeing out of TouchSensor now?

Doug Koman

Chief Financial Officer

That’s a good question. We’ve had very positive test results, test track results on the MDI sensor performing in the vehicle, being compared to standard shift topology. Definitely shows an improvement. We’ve ridden in the vehicle as has customers, executives and so on. So that’s very positive. I guess, I would also say that a transmission program is a long launch from the point you get an award we have but… David Leiker – R.W. Baird: Right.

Doug Koman

Chief Financial Officer

We’re not there yet, but I think that’s very positive. The MDI folks are just at a transmission symposium and again, technology, to actually give a paper, it was along with the customer, was also well received. So I think we’re moving in that business from design and development to looking for programs to book at some point here. So the technology has been refined. I find that very positive, again no -- nothing to -- no effect on this year or even next year, but moving in the right direction. We announced during the quarter investment in etrex [ph] and some license arrangements there. David Leiker – R.W. Baird: Right.

Doug Koman

Chief Financial Officer

Being good, excuse me, it was a good combination of our auto pedigree and their engineering abilities and technologies that’s been I think well received by auto makers and others that need inverter technology, nothing in the pocket out there yet in our fourth quarter. So I would say things are moving along. TouchSensor is coming out with a line of, I call it semi-standard products that can be utilized by various product designers. That’s trying to get them not just in the appliance business. I think they did a great job helping our auto guys get TouchSensor on to a vehicle, but I like to see them diversify into other markets and they’ve got some standard products coming out to do that. Hetronic has come out with a PLC, which if you think about their remotes, there has to be a controller some point in the system. The big OEMs do that themselves, but Hetronic has developed the PLC portion of it and the software that goes along with it and that’s starting to get some traction. They are thrust into the locomotive remote control markets albeit a slow ramp. They’re getting good reception there. So across the board, the toolbox is doing what it’s intended to do. Gets us into customers, helps differentiate them and it does book business. David Leiker – R.W. Baird: Okay, Doug. You know, couple years ago you talked about some of these businesses. I don’t remember the number. I was thinking it was, like $100 million or so in revenue for them. Is that still a target for some of these businesses out three, four, five years?

Doug Koman

Chief Financial Officer

Yeah. So that’s a fair -- when I look at, these are very smaller businesses, they should be able to get to 50 and some of the TouchSensor and Hetronic are getting to longer, yeah. David Leiker – R.W. Baird: Well, TouchSensor is pretty much at a 100…

Doug Koman

Chief Financial Officer

If you add MyFord Touch in there, yeah, absolutely. David Leiker – R.W. Baird: Yeah. Okay. Great. Thank you.

Doug Koman

Chief Financial Officer

All right. Thank you.

Operator

Operator

There are no further questions at this time. I’d now like to turn the floor back over to Don Duda for closing comments.

Don Duda

Operator

Thank you, Claudia. I think with that, we’ll thank everyone for listening and wish everyone a safe and enjoyable holiday weekend.