EXHIBIT 99.2
HAWTHORNE SAVINGS, F.S.B.
SECOND QUARTER CONFERENCE CALL
JULY 22, 2002
Good morning to those of you joining us here on the West Coast and good
afternoon to those on the East Coast. You've joined the conference call for
Hawthorne Financial Corporation. Hawthorne is traded on NASDAQ under the ticker
symbol HTHR. My name is Simone Lagomarsino and I am the President and Chief
Executive Officer of Hawthorne Financial Corporation and Hawthorne Savings Bank.
With me is Karen Abajian, our Chief Financial Officer. During this call we will
provide you with a brief overview of the Company, discuss our second quarter and
year to date earnings, provide a strategic overview of Hawthorne and our
acquisition of First Fidelity Bancorp, Inc., which is scheduled to close later
this quarter, give a snapshot of our quarter end balance sheet and end with a
brief discussion of the California economy. For your information, First Fidelity
also issued an earnings release on July 19th, that can be found on their
website, www.1stFidelity.com. (And that is www.1stfidelity.com)
I'll preface our discussion with the following disclaimer: During this
call we may make forward looking statements as referenced in the Private
Securities Litigation Reform Act of 1995. Forward looking statements are
inherently unreliable and actual results may vary. Factors which could cause
actual results to vary from these forward looking statements include changes in
the competitive marketplace, changes in the interest rate environment, economic
conditions, outcome of pending or threatened litigation, risks associated with
credit quality, risks associated with completing the merger of Hawthorne and
First Fidelity and successfully combining the companies' operations, and other
factors discussed in the Company's filings with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly update or revise
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any forward looking statements whether as a result of new information, future
events or otherwise.
Now that we have fulfilled that obligation, I will provide you with a
brief overview of the Company. We are headquartered in the South Bay coastal
region of Los Angeles County with a strategic focus on all coastal counties of
Southern California. Hawthorne currently has nine retail branches, seven of
which are in the South Bay. Two branches are in the San Fernando Valley, and one
of those is in Ventura County. With the addition of the four First Fidelity
branches, we will have a two-branch presence in both Orange and San Diego
Counties. Leveraging off of the strong demographics in these coastal counties we
will geographically expand Hawthorne's reputation for providing extreme customer
service.
Hawthorne is a real estate lender with three distinct product lines
including single family residential, single family construction and income
property lending. Our income property portfolio is primarily comprised of
multi-family loans, both construction and permanent, as well as construction and
permanent loans for retail, industrial, office, and other income producing real
estate. First Fidelity is also a real estate secured lender with a very
efficient asset generating function in the income property permanent lending
arena. Currently, approximately 92% of Hawthorne's loans are variable rate. At
the close of the First Fidelity transaction, approximately 90% of the loan
portfolio will be variable rate.
The ongoing low interest rate environment continues to fuel consumer
demand for fixed rate loan refinancing, creating significant loan origination
and retention challenges for variable rate lenders like Hawthorne. Hawthorne has
endeavored to meet the challenge, generating $334.3 million in new loans in the
first half of 2002, right in line with the $347.2 million originated in the
first six months of last year. Over 67% of our loan originations in the single-
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family residential portfolio were in connection with home purchases, not
refinancings, which reflects our strong reputation for providing extreme service
in what is currently a refinance market. Our ability to continue our origination
performance in this fixed rate environment will be fortified by the strong asset
generating capabilities of First Fidelity. They originated $96.7 million of new
loans during the first half of 2002, a 74% increase over the $55.6 million
originated in the comparable period in 2001. And their net loans have increased
$28 million, to $526 million at June 30, 2002 compared to December 31, 2001.
Additionally, we have fortified our asset generation capability by hiring four
new loan officers in the last four months. They have built momentum, which is
evidenced by the fact that June loan production was at the highest level in the
last twelve months. Once the merger is complete, we expect that the combined
asset generating strength of Hawthorne and First Fidelity will demonstrate our
potential for growing earning assets.
Our earnings performance for the second quarter of 2002 and year to date
was very strong. During the second quarter of 2002, Hawthorne earned $5.3
million, or 69 cents per share. This resulted in year to date earnings for 2002
of $11.2 million or $1.46 per share, a 69% increase in net earnings over the six
months ended June 30, 2001. The earnings resulted in an annualized return on
assets of 1.20% and an annualized return on equity of 18.27% for the six months
ended June 30, 2002. First Fidelity Investment & Loan generated core earnings of
$5.3 million for the first six months of 2002 excluding the impact of a pretax
loss of $3.3 million realized from the sale of corporate securities in the first
quarter.
In our previous guidance, we anticipated that our net interest margin
would trend down in the second quarter and the first half of 2002 would be
relatively in line with the fourth quarter of
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2001. In line with this guidance, the net interest margin was 3.68% for the
first half of 2002 consistent with the 3.66% in the fourth quarter of 2001.
The net interest margin for the three months ended June 30, 2002, was
3.56%, compared with 3.80% in the first quarter of 2002, and 3.66% during the
fourth quarter of 2001 and 3.30% in the second quarter of 2001.
Several factors affected the Company's net interest margin in the second
quarter of 2002. During the quarter, interest of $600 thousand was collected on
loans that were brought current, producing a positive, but nonrecurring impact
on the net interest margin. Normalizing for this collected interest, the second
quarter net interest margin would have been 13 basis points lower. On a year to
date basis, the net interest margin was positively impacted by $1.0 million of
interest collected on loans that were brought current, producing a positive but
nonrecurring impact of 11 basis points.
Although actual prepayments slowed during April 2002, that did not hold
true for May and June. During the second quarter as a whole, loan prepayments
were $160.2 million, with a weighted average interest rate of 7.50%. Loan
originations for the second quarter totaled $158.7 million at an average yield
of 6.20%. On a year to date basis, loan prepayments were $328 million, with a
weighted average interest rate of 7.77%, whereas loan originations were $334
million at an average yield of 6.47%.
The impact of elevated loan prepayment speeds may be partially mitigated
by the reduced amount of higher yielding loans in the portfolio. In other words,
since the average yields in our portfolio have decreased, we expect that fewer
customers will refinance. As of June 30, 2002, $83 million of the outstanding
gross single family residential and income property permanent
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loans had a yield of 9.0% or higher, a decrease of $154 million, or 65%,
from a year ago. As a result, we would expect loan prepayment speeds to slow.
On a year over year basis, the Company's net interest margin was impacted
by a 475 basis point drop in interest rates during 2001. The average yield on
earning assets decreased 41 basis points to 6.80% in the second quarter of 2002
compared to 7.21% in the first quarter of 2002 and decreased 160 basis points to
7.00% in the first six months of 2002 compared to 8.60% in first six months of
2001. Although the declining rate environment has resulted in increased
prepayment speeds, as discussed, the negative impact on the net interest margin
was partially mitigated by interest rate floors in the loan portfolio. As of
June 30, 2002, 60% of the loans in the portfolio had reached their contractual
floor rates and were not subject to further interest rate declines.
We are pleased to report further improvement in reducing our cost of
funds. The average cost of funds decreased 21 basis points to 3.57% in the
second quarter of 2002 compared to 3.78% in the first quarter of 2002. Year over
year, the average cost of funds decreased 214 basis points to 3.67% in the first
six months of 2002 compared to 5.81% in the first six months of 2001. We will
continue to reprice liabilities to current market rates. For instance at June
30, 2002, the weighted average interest rate on savings accounts was 1.03%, and
the weighted average interest rate on our checking accounts was 1.13% with a
total weighted average interest rate on our deposits of 2.8%.
If the interest rate environment remains stable for the balance of 2002,
we anticipate continued compression of the net interest margin of 10 to 20 basis
points on a post merger basis, compared to the net interest margin of 3.68%
earned in the first half of 2002. This
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compression would be more significant absent the merger. The lower net interest
margin is the reflection of the projected lower yields on forecasted new loan
production, runoff of existing loans and repricing of existing assets, including
those tied to the MTA index. Currently, 37% of the Bank's total loan portfolio
is indexed off of the MTA, which is the 12-month maturing treasury. The MTA was
2.67% at July 1, 2002, compared to 3.06% at April 1, 2002. Our current forecast
projects that the MTA, based on historical CMT rates, will continue to trend
down over the balance of 2002.
There are numerous strategic initiatives currently underway at Hawthorne.
Our primary focus continues to be asset generation, to provide continued
earnings strength. Along with overall balance sheet growth, we continue to focus
on balance sheet risk, which, as you know, has undergone dramatic improvement in
past quarters. Nonaccrual loans were $6 million at June 30, 2002, a slight
decrease from $6.3 million at March 31, 2002, and $14.6 million lower than
December 31, 2001. Our ratio of nonaccrual loans to total assets is 33 basis
points, our lowest level in over 15 years and well in line with our peer group
in this category. First Fidelity's nonaccrual loans to total assets ratio has
consistently been at, or below, 17 basis points over the past five years. Based
on First Fidelity's June 30, 2002 nonaccrual loan total of $600 thousand and our
quarter end totals, on a combined basis, our ratio of nonaccrual loans to total
assets would improve to 27 basis points, 20 basis points below our peer group
average. Classified assets totaled $45.1 million at June 30, 2002, down $7.8
million from first quarter end and down $14.3 million from one year ago.
Consistent with First Fidelity's low nonaccrual totals, their classified assets
totaled $4.3 million at June 30, 2002. Delinquent loans totaled $11.9 million at
June 30, 2002, a decrease of $7.5 million from $19.4 million at March 31, 2002,
and up from the $7.7 million at the end of last year. Subsequent to June 30th, a
$3.5 million delinquent loan was paid in
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full. First Fidelity's delinquent loans totaled $3.6 million at June 30, 2002.
Both Hawthorne and First Fidelity currently have no real estate owned
properties.
Hawthorne's total reserve to loans receivable was 1.77% at June 30th, an
increase from 1.69% at first quarter end and in line with 1.76% at year end
2001. The first quarter was impacted by the $2.2 million charge-off resulting
from a discounted payoff of the $11.5 million income property construction loan
that had been on nonaccrual status since the fourth quarter of 2000. A specific
valuation allowance had been established for this loan in 2000. On a year to
date basis, our net charge-offs have been $2.6 million. First Fidelity's total
reserve to loans receivable was 1.15% at June 30th. Based on quarter end totals,
and before any adjusting entries, our combined ratio would be 1.62%.
Our improved asset quality and strong reserve level has resulted in
Hawthorne making a lower loan loss provision during the first half of 2002. The
provision for loan losses in the quarter was $200 thousand, resulting in a year
to date provision of $700 thousand. First Fidelity's provisions were $200
thousand and $300 thousand in the second quarter and year to date respectively.
As our loan portfolios and asset generating capabilities are combined, and
assuming that asset quality remains at current levels, we would expect provision
levels to be driven primarily by loan growth.
A significant strategic benefit from the acquisition of First Fidelity
arises from Hawthorne's proven success in shifting our deposit mix from rate
driven certificates of deposits to core, transaction accounts. At June 30, 2002,
Hawthorne's transaction accounts represent 44.5% of our total deposits compared
with 31% at year end 2001 and 26% at June 30, 2001. Our concerted effort to
enhance franchise value is certainly reflected in the improved deposit mix. But
it is only fair to say that the current levels are likely inflated due to
customers taking
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advantage of the unusually small differential between money market rates and
time account rates to keep their funds liquid until rates begin to rise.
Nevertheless, we are looking forward, post merger, to the opportunity to apply
our expertise in retail deposit repositioning, to align First Fidelity's
transaction account levels with ours. First Fidelity had just under 20% in
transaction accounts at June 30, 2002. On a combined basis at June 30, 2002,
transaction accounts represent 37.6% of total deposits.
Our ongoing strategic initiative to improve our efficiency ratio will be
bolstered by the efficient and consistent performance of First Fidelity. Our
efficiency ratio was 46.7% in the second quarter of 2002 and 44.6% on a year to
date basis. Excluding the $0.7 million insurance reimbursement for legal fees
related to litigation, collected in the first quarter, the year to date
efficiency ratio was 46.6%. First Fidelity Bancorp, Inc., the holding company of
First Fidelity, also owned PSP Financial Services, Inc., a mortgage banking
business, that is in the final stages of liquidation. Due to the historical
impact of this discontinued mortgage banking operation, it is appropriate to
analyze the bank only financial performance. At the bank only level, First
Fidelity's efficiency ratio was 33.0% in the second quarter of 2002 and 33.6% on
a year to date basis, excluding the impact of the first quarter loss realized
from the sale of corporate securities. Over the past three years, their
efficiency ratio has not exceeded 36%. On a post merger basis, excluding the
projected one-time acquisition charges of approximately $300 thousand, the
proforma combined efficiency ratio goal for the second half of 2002 will range
from 45 to 50 percent.
Improving our efficiency ratio is directly correlated with maintaining and
improving our earnings growth, as well as controlling general and administrative
expenses. Over the past three years, we have been able to maintain consistent
headcount levels by leveraging off of our
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technology base. General and administrative expenses were $8.3 million for the
second quarter of 2002, an increase of $0.2 million compared to the first
quarter. However, excluding the $700 thousand insurance reimbursement I
mentioned earlier, the second quarter G&A expense decreased $500 thousand from
the first quarter. Compared to the second quarter of 2001, G&A expenses
decreased $400 thousand. Year to date, G&A expenses totaled $16.3 million,
reflecting a 7.58% decrease in G&A, or a 3.63% decrease excluding the insurance
reimbursement, versus the same period last year.
We are pleased that we have maintained a consistent expense run rate for
the past three years while continuing to grow earning assets. As a result, from
an expense leveraging standpoint, G&A annualized as a percentage of average
assets, adjusted for the insurance premium has improved to 1.83% for the six
months ended June 30, 2002, compared to 2.00% for the comparable period in 2001.
This ratio compares favorably with our peer group of publicly traded western
thrifts with assets between $1.0 and $5.0 billion. The most recently available
data from the first quarter of this year shows an average peer group ratio of
2.12%. Excluding projected one-time charges from our acquisition of First
Fidelity, we anticipate the G&A to average assets ratio to range between 1.65 to
1.80% in the second half of 2002 on a post merger basis.
As announced on June 21, 2002, the Company repurchased 500,000 shares of
common stock for $29.09 per share from members of the Bass Family. We believe
the deployment of capital this transaction represents is in the best interest of
our shareholders and consistent with our ongoing strategic initiatives. Assuming
the repurchase transaction was executed on the first day of the second quarter
of 2002, diluted earnings per share for the second quarter would have been
positively impacted by $0.03. Due to the additional shares that are expected to
be issued,
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for the pending acquisition, the impact of this repurchase on earnings per share
in the future, although still accretive, will not be as significant.
Moving now to a quick snapshot of our balance sheet: Our total assets were
$1.84 billion at June 30, 2002, a slight decrease from December 31, 2001. Loans
receivable decreased to $1.59 billion from $1.66 billion at March 31, 2002. This
decrease is a direct result of the increased prepayment levels previously
discussed. Although the resulting excess liquidity was invested in overnight Fed
Funds and mutual funds at quarter end, we have implemented an investment
portfolio strategy with $35.0 million in outstanding commitments at June 30,
2002, for purchases of U.S. Agency mortgage backed securities with an estimated
average life of 2 to 4 years. At June 30, 2002, with our initial commitments,
the investment portfolio on a combined basis was $164 million, or 6.6% of
total assets. Assuming prepayment speeds remain stable for the balance of 2002,
this portfolio will yield approximately 4.70%, or approximately 300 basis points
more than the assets would have otherwise earned in fed-funds.
Total deposits were $1.19 billion at June 30, 2002, a 1.29% decrease from
year end 2001. The deposit mix, however, continues to improve, with 44.5% of
deposits in transaction accounts at quarter end compared to 31.2% at December
31, 2001. Not only has the deposit composition improved, our cross-sell ratio,
defined as the number of different product types of loan and deposit products
per household served, increased to 2.69 per household at quarter's end, from
2.37 products per household at year end 2001. In July 2002, we rolled out our
alternative investment product program in our branches. We are now offering
mutual funds and will soon add annuities and other insurance products to our
array of products offered. Initial activity over the first three weeks has been
very encouraging with 9 accounts opened and $800 thousand in sales. We expect a
positive impact on our cross-sell ratio.
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In anticipation of funding the cash portion of the acquisition of First
Fidelity, in April 2002 the Company participated in a pooled private offering of
trust preferred securities, raising $22.0 million. This transaction brought the
outstanding capital securities total to $36.0 million at June 30, 2002.
From a regulatory capital perspective, Hawthorne Savings was well
capitalized at June 30, 2002, and will remain well capitalized after the
acquisition. The Bank's core capital ratio was 9.12% and the risk-based capital
ratio was 14.57% at June 30th. If the acquisition was completed as of June 30th,
the capital ratios would have been 7.59% and 11.85%, respectively. The
regulatory minimums are 5% and 10%, respectively.
As I said at the beginning of the call, we are anticipating that our
acquisition of First Fidelity will close later this quarter, tomorrow we will
have our annual shareholders meeting, during which we will vote on the issuance
of the shares for the transaction. Wednesday, First Fidelity will hold its
annual shareholders meeting, during which the shareholders will vote on the
transaction. The final step will be to obtain the approval from the OTS. Our
application has been deemed complete and we expect to obtain approval within the
next three weeks.
Now I'd like to brief you now on how the process of integrating the two
companies is going.
Starting with the announcement of the acquisition in mid-March, we
conducted bi-weekly meetings with the sixteen of the senior executives of both
firms. These meetings were designed to resolve practical issues such as
retention, employee benefits, and job allocation. The overarching objective was
to carefully analyze the cultures of both companies, including strengths and
areas of opportunity and to emerge from the meetings identifying the best of the
respective cultural attributes as they apply to procedures, organizational
structure and systems.
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By the first of July we had completed that process and for the past three
weeks we have been focused on the tactical, operational aspects of the
acquisition. From the beginning, we have insisted that conservation of the
goodwill of First Fidelity's customers, on both the asset and liability sides of
the business, was paramount. That means that the transition of First Fidelity
into Hawthorne must cause the very least possible intrusion for First Fidelity's
customers and its staff. We have spent a great deal of time assuring ourselves
that this will be the case, and believe our plan to gradually assimilate
Fidelity's processes and procedures into Hawthorne's will succeed. We feel that
our concept of extreme service will be welcomed in First Fidelity's outstanding
branch culture.
I hope you can see that we are keenly aware of how important this, our
first acquisition, is from every standpoint. We hired an outside consulting firm
to perform a readiness review of the integration plan. Additionally, we have
developed templates for the process and will continue to enhance the plan and
process as we proceed. We feel that this extra step adds additional assurance
and will be beneficial for us in the future as well.
Before I comment on the economy, I want first to reflect with sadness and
concern about what is currently going on in corporate America, specifically with
regard to accounting practices and corporate governance. I want to personally
comment that I am proud of the integrity of Hawthorne's financial reporting, and
more importantly, on behalf of our Board of Directors, management and employees,
I want to assure our existing shareholders and customers that a culture of high
ethical standards is deeply ingrained throughout all levels at Hawthorne, and we
are committed to ensuring that trust, integrity and honesty are never
compromised at Hawthorne.
A few comments now about the California economy:
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The statistics on our statewide economy point to an economy that is still
trying to recover. This lag in recovery, due to the states higher dependence on
the technology sector, is depicted in the June unemployment rate of 6.4%,
compared to 5.2% in June 2001. The Southern California region posted an
unemployment rate of 6.1% in June, up slightly from a year earlier. However the
trend in job losses over the past few months has started to moderate in almost
all sectors.
From the local coastal counties where we have our strongest presence, the
impact from the recession has not been as significant. Los Angeles County
unemployment rate was 6.7% for the first quarter of 2002, with softness in the
aerospace manufacturing, trade and tourism. However, the economy is forecasted
to improve later this year. The housing market remained stable as the median
sales price jumped 15% and existing home sales increased 20%, year over year.
Orange County's economy showed little effect from the recent recession.
Tourism started to rebound, creating more jobs in the service sector. In fact, a
number of high-tech firms experienced an increase in orders in the first quarter
of 2002. These factors contributed to a steady unemployment rate of 4.0%. The
housing market remained strong as the median sales price jumped 11% and existing
home sales and single-family permits recorded annual gains of over 20%.
San Diego County's economy actually grew in the first quarter of 2002 with
a 2.2% increase in annual employment. This gain was in construction, government
and services. Strong in-migration trends continue to contribute to San Diego
having one of the strongest housing markets in the nation. Substantial gains
were recorded in the median sales price, existing home sales and single-family
permits, while still having a low inventory of homes.
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Vacancy rates in the office and industrial markets showed an increasing
trend in the first quarter of 2002 versus year-end 2001, with Los Angeles
County's office market vacancy rate increasing to 15.9% from 15.0%, and the
industrial vacancy rate increasing to 4.6% from 4.5%. Orange County had a more
significant increase with office vacancy rates up 25% to 16.8% and the
industrial vacancy rate increasing to 9.7% from 8.6%. San Diego County's office
vacancy rate was 9.6%, up from 8.2%, and the industrial vacancy rate was 6.9%
compared to 6.1%. At June 30, 2002, the Bank's total loan commitments had
limited exposure to these two sectors with the portfolio composition of 5.7%
office and 2.4% industrial.
Apartment vacancy rates also showed a slightly deteriorating trend in the
first quarter of 2002 versus year-end 2001, but not as significant as the office
and industrial markets.
The national housing sector continues to show strength with strong price
appreciation and strong sales of existing homes so far in 2002. In fact, during
the week of July 10, applications for mortgages to purchase homes rose 8%,
moving the Mortgage Bankers Association of America's purchase index to the
second highest level since the survey was initiated in 1990. California, just
like the nation, also continues to experience price appreciation and strong home
sales. The statewide average price of an existing home sold increased 12.9% from
year end 2001 to April 2002, or a 44% increase on an annualized basis. UCLA
Anderson Forecast reported in June of this year that Los Angeles county home
values will increase steadily through the end of 2004. With Southern California
displaying even stronger real estate data than the state as a whole, our lending
and deposit strategies continue to be supported in the coastal counties we
serve.
On behalf of the employees, management and the board of directors of
Hawthorne Financial Corporation, and our colleagues at First Fidelity, I want to
thank our shareholders for your continued support. And now we'll be happy to
respond to your questions.
Our first question comes from Mike McMann.
MIKE MCMANN, SANDLER O'NEILL: Good morning, Simone.
LAGOMARSINO: Hi, Mike.
MCMANN: That was a wealth of information you provided. It was hard to keep up.
If - would it be fair to assume that you anticipate closing the transaction with
First Fidelity as soon as possible after the regulatory approval date so that we
should probably factor in perhaps in a month of earnings in the third quarter?
LAGOMARSINO: The - as I mentioned, we have a three week period that during which
we're expecting to get regulatory approval. There is a 15-day period after we've
obtained regulatory approval that we have to wait before we can close the
transaction. So, I guess, in answer, yes, approximately a month of combined
earnings would most likely be the most realistic at this point for the third
quarter.
MCMANN: Great. Thank you, Simone.
LAGOMARSINO: Thank you.
OPERATOR: Once again, if you do have a question, please press the number one.
One moment for questions. We have a follow-up question from Mike McMann.
MCMANN: Well, interesting request I have here. You - I believe you read all of
that information that I'm sure was carefully reviewed by your counsel. Is there
any chance that we could obtain a copy of that since you already have publicly
disclosed it verbally at least?
LAGOMARSINO: We can file it in the form of a SEC document 8-K, and then it will
be available.
MCMANN: OK.
LAGOMARSINO: So, yes, we will do that.
MCMANN: I was just trying to save listening to the recording and then stopping
and writing everything down, et cetera. That's fine. Thank you.
LAGOMARSINO: Thank you.
OPERATOR: I am showing no further questions at this time.
LAGOMARSINO: OK. Again, on behalf of the management, employees and board of
directors of Hawthorn, we'd like to thank all of you for your participation in
this call.
OPERATOR: Ladies and gentlemen, this concludes today's conference. Thank you for
your participation. You may disconnect at this time, and have a good day.
END
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