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International Speedway Corporation (NASDAQ:ISCA) Q2 2019 Earnings Conference Call July 3, 2019 9:00 AM ET
John Saunders - President
Gregory Motto - EVP and Chief Financial Officer
- 约翰桑德斯 - 总统
- Gregory Motto - 执行副总裁兼首席财务官
Jaime Katz - Morningstar Inc.
Timothy Conder - Wells Fargo Securities, LLC
- Jaime Katz - 晨星公司
- Timothy Conder - 富国银行证券有限责任公司
Good morning and welcome to the International Speedway Corporation 2019 Second Quarter Earnings Conference Call. During the presentation, all participants will be in a listen-only mode. Afterwards, you will be invited to participate in the question-and-answer session. [Operator Instructions] As a reminder, this conference is being recorded on Wednesday, July 3, 2019.
With us this morning on the call are John Saunders, President; and Greg Motto, Executive Vice President and Chief Financial Officer. After formal remarks, John Saunders and Greg Motto will conduct a question-and-answer period. I will instruct you on procedures at that time.
Before we start, the Company would like to address forward-looking statements that may be addressed on the call. Forward-looking statements involve risks, uncertainties, and assumptions. Actual future performance, outcomes, and results may differ materially from those expressed in these forward-looking statements. Please refer to the documents filed by the International Speedway Corporation with the SEC, specifically the most recent reports on Form 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in these forward-looking statements.
So with these formalities out of the way, I will turn the call over to John Saunders. Mr. Saunders?
今天上午，我们将与约翰·桑德斯一同致电;和Greg Motto，执行副总裁兼首席财务官。在正式发言后，John Saunders和Greg Motto将进行问答。我会在那时指导你的程序。
Good morning, everyone, and thanks for joining us today on our second quarter call. As I discussed on previous calls, NASCAR Holdings, Incorporated provided the ISC Board of Directors a non-binding offer to acquire the outstanding shares of ISC not currently owned by the France Family stockholders.
Our Board formed a special committee of independent directors in connection with the NASCAR proposal. The special committee retained advisers to evaluate the proposal. During the quarter, as the special committee recommended and the ISC Board of Directors unanimously approved the merger agreement which entitles certain holders of ISC Class A and B shares to receive $45 in cash for each share [held] [ph].
As we announced on May 22, 2019, NASCAR and ISC executed a merger agreement. The merger is subject to the approval of at least a majority of the aggregate voting power of all outstanding shares of ISC common stock not held by NASCAR and its affiliates, the France Family group and certain officers and directors of ISC.
The merger is also conditioned upon the satisfaction or waiver of certain customary closing conditions, including among others, the expiration or termination and if any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1986.
We expect to file a preliminary proxy with the SEC. A final proxy will be mailed to all shareholders after we receive clearance that the proxy complies with the rules and regulations of the SEC.
Please refer to the merger agreement and other SEC filings including our Form 10-K filed on January 25, 2019, subsequent filings on Form 8-K and our Form 10-Q being filed today for additional information concerning the merger. While the Company has entered into an agreement and plan of merger with NASCAR holdings, there could be no assurance that the merger or any other transaction will occur.
We undertake no obligation to update any such information except as required by law. The purpose of this call is to discuss our second quarter results and we will have no further comment concerning the merger on this call.
Overall, our second quarter financial results are in line with our 2019 outlook. We report a slight decrease in revenue to approximately $168 million, our non-GAAP earnings were $0.36 per share and we generated an increase in adjusted EBITDA to $52 million.
During the quarter, we hosted six NASCAR Cup weekends and Bike Week at Daytona. Admissions revenue for the quarter declined approximately 5%, largely due to not running the IndyCar event this year at ISM Raceway and loss of revenue related to a sponsor bankruptcy.
On a positive note, we saw the overall average ticket price of grandstand admissions for NASCAR Cup events increased to approximately $76, up 1.6% driven by ticket sales at the newly renovated ISM Raceway. Greg will provide further details on financial results for the quarter and outlook for 2019.
Looking into the third quarter, we have hosted two NASCAR Cup weekends at Michigan and Chicagoland. The cup event at Michigan was delayed from Sunday to Monday due to rain. So this will be the first time guests who did not return for the event on Monday will be able to benefit from our weather protection program. As you may recall, this enables the fans with an unused grandstand ticket to exchange it for a future same series event at one of our facilities, subject to certain restrictions.
我们的董事会成立了一个与NASCAR提案相关的独立董事特别委员会。特别委员会聘请了顾问来评估该提案。在本季度，正如特别委员会所建议的那样，ISC董事会一致批准了合并协议，该协议使ISC A类和B类股份的某些持有人有权获得每股45美元现金[持有] [ph]。
Advance ticket sales for the third quarter are currently trending flat to 2018. Events to be held in the fourth quarter are still early on in the sales cycle. We will provide an outlook for these events on our third quarter earnings call in October.
We will continue our consumer-focused sales and marketing strategies providing segmented experiences at a good value. Our objective is to slow and stabilize the recent trends and ultimately position for long-term growth. Our financial position is strengthened by our contracted corporate sales and broadcast agreements that provide long-term visibility.
NASCAR is a powerful brand with a loyal fan base that we believe is aware of, appreciates and supports corporate participation to a greater extent than fans of any other sports property. We continue to drive the business forward with corporate partnerships. Nearly half of Fortune 100 companies and 25% of Fortune 500 companies invest in NASCAR.
We currently have agreements in place for approximately 91% of our 2019 goal with all of our 2019 Monster Energy NASCAR Cup Series events sold. The new integrated sponsorship model is gaining momentum and partners and prospects are supportive of the new vision.
From a broadcast perspective, the Monster Energy NASCAR Cup Series remains strong. Viewership is up an average of 3% for FOX broadcast in the 2019 season, and the Cup Series share of audience is up 6% compared to last year.
Further, fans that are tuned into NASCAR broadcasts are tuned in for a longer period of time compared to other sports. NASCAR's digital platforms are showing significant growth in aggregate social engagement, comment rate and YouTube watch time. Through the first 15 races of the 2019 season, race day user session time has increased 11%, consumption rate is up 2%, and user return frequency is up 6%.
Domestic broadcast rights fees which include digital streaming continue to provide significant cash flow visibility to us, race teams and NASCAR over the contract term through 2024. We will continue to navigate the evolving media landscape through our long-term partnerships with industry leaders NBC and FOX.
Last October, Talladega Superspeedway commenced construction on the redevelopment of the iconic Talladega Infield. The project will immerse fans into the sport of NASCAR with a one-of-a-kind Talladega Garage Experience, featuring unprecedented access, interactive attractions and enhanced amenities for guests. While components of the redevelopment opened the spring, the full project will be completed this year by Talladega's fall event as the track celebrates its 50th anniversary.
We believe prudent reinvestment in our facilities will continue to position ISC for long-term growth and deliver shareholder value. Development at ONE DAYTONA continues to gain momentum as tenants’ complete construction and commence operations. The DAYTONA, the Marriott Autograph Collection hotel opened in April selling out over Memorial Day weekend and heading for more sold out days around the Coke Zero Sugar 400.
我们目前已签订协议，约占我们2019年目标的91％，并出售了所有2019年Monster Energy NASCAR Cup系列赛事。新的综合赞助模式正在获得动力，合作伙伴和前景支持新愿景。
从广播的角度来看，Monster Energy NASCAR杯系列依然强劲。在2019赛季，FOX广播的收视率平均上升了3％，而Cup Series的观众人数比去年增加了6％。
我们认为，对我们的设施进行审慎的再投资将继续使ISC获得长期增长并为股东创造价值。随着租户的全面建设和开始运营，ONE DAYTONA的开发工作继续发展。 DAYTONA，万豪签名收藏酒店于4月开业，在阵亡将士纪念日周末销售，并在可口可乐零糖400周围销售更多。
Construction of the ICON Lifestyle Apartments commenced in 2019, also part of the greater ONE DAYTONA project with certain components available for occupancy as early as fall 2019. We anticipate these components will greatly assist in providing the momentum needed to drive this development to stabilization.
Entertainment continues to be a focus for ONE DAYTONA with victory circle fast becoming the developments focal point hosting events from live music, car shows, community festivals as well as providing great opportunities for fans to meet competitors and observe vehicles from motorsports events held at Daytona International Speedway. We anticipate ONE DAYTONA to be a destination for retail, dining and entertainment in the greater Daytona Beach area.
ISC maintained strong visibility of future cash flow with over half of its revenue secured through the industry's 10-year broadcast agreement and multi-year partnership agreements. We will continue our strategic focus on consumer marketing initiatives to deliver growth through our core business.
We will also seek opportunities for increased utilization of our facilities through ancillary events. In addition, investments in qualified developments like the Hollywood Casino and ONE DAYTONA will provide for further growth and shareholder value.
I will now turn the call over to Greg to give you the financial review for the second quarter and the outlook for 2019. Greg?
ICON Lifestyle Apartments的建设始于2019年，也是ONE DAYTONA项目的一部分，早在2019年秋季就有一些组件可供入住。我们预计这些组件将极大地帮助提供推动这一发展稳定所需的动力。
娱乐继续成为ONE DAYTONA的焦点，胜利圈迅速成为现场音乐，车展，社区节日活动的发展焦点，并为粉丝提供了很好的机会，以便与Daytona International举办的赛车活动相遇并观察车辆赛道。我们预计ONE DAYTONA将成为代托纳比奇大区的零售，餐饮和娱乐目的地。
Thanks, John and good morning, everyone. Before reviewing the financial results, it's important to note several items impacting fiscal year-over-year second quarter comparability. These include termination of sponsorship agreements and sublease agreements with a company that is involved in bankruptcy proceedings resulting in lower admission and sponsorship revenues as well as lower rental expenses.
Certain costs related to terminated agreements associated with non-motorsports operations, revenues and expenses related to the purchase of certain assets from Racing Electronics, cost associated with the merger agreement, the IndyCar event at ISM Raceway and country music festival at Daytona both which occurred in the second quarter of 2018, but not in 2019 and certain costs, accelerated depreciation, removal of assets and capitalized interest associated with our capital projects at ONE DAYTONA, ISM and Richmond Raceway in 2018 and Talladega in 2019. All of these are outlined in the earnings news release and are included in the GAAP to non-GAAP reconciliation where appropriate.
Now looking at the income statement. Admissions revenue for the second quarter was $24.4 million, a decrease of approximately 5% from 2018. This is primarily related to the IndyCar event at ISM Raceway, lower attendance for certain NASCAR and other events held during the quarter and the previously discussed sponsor bankruptcy. Partially offsetting the decline were increased admissions revenue for the Bike Week events at Daytona and NASCAR events held at the newly renovated ISM Raceway.
The decrease in motorsports and other event related revenues to $126.8 million is primarily due to the aforementioned Country 500 music festival and IndyCar events. The sponsor bankruptcy and certain other corporate sales which were partially offset by increased TV broadcast rights revenues. ISC’s domestic television broadcasts and ancillary revenues were $97.7 million for the quarter.
The increase in food, beverage and merchandise revenue to $11.4 million is primarily related to sales associated with the Racing Electronics business, partially offset by the aforementioned Country 500 music festival and IndyCar events.
The decrease in other revenues to $5.5 million is primarily related to the receipt of insurance proceeds in 2018 offset by increased rents received from tenants at ONE DAYTONA.
NASCAR event management fees increased to $52.3 million. The increase is due to variable costs driven by higher television broadcast rights fees associated with the NASCAR Cup, Xfinity and Truck Series events as well as contracted increases in non-TV NASCAR event management fees.
Motorsports and other event related expense decreased to $32 million primarily due to the Country 500 music festival and IndyCar events, and expenses associated with terminated sublease agreements. Also contributing to the decrease were lower event expenses related to certain NASCAR events held during the quarter.
Food, beverage and merchandise expense increased to $8.1 million. The increase is related to costs associated with Racing Electronics in 2019 partially offset by the Country 500 music festival in 2018. Food, beverage and merchandise expense as a percentage of associated revenue decreased to approximately 71.4%. Other operating expenses increased to $1.9 million primarily related to operating costs associated with ONE DAYTONA.
与非赛车运营相关的终止协议，与购买赛车电子某些资产相关的收入和费用，与合并协议相关的成本，ISM赛道的IndyCar赛事以及代托纳的乡村音乐节都发生在2018年第二季度，但不是在2019年和2018年在ONE DAYTONA，ISM和Richmond Raceway以及2019年在Talladega的资本项目相关的某些成本，加速折旧，资产清除和资本化利息。所有这些都在收益新闻发布，并在适用的情况下纳入GAAP与非GAAP对账。
General and administrative expense increased to $28.9 million. The increase is primarily due to certain employee related costs, property taxes and costs related to the merger agreement.
Depreciation and amortization expense increased to $28.8 million for the quarter largely due to assets placed in service related to the completion of projects at ISM and Richmond Raceway as well as ONE DAYTONA, partially offsetting the increase for assets that have been fully depreciated or removed from service in 2019.
Losses on asset retirements decreased to 600,000 primarily due to the removal of assets not fully depreciated associated with capital projects including the infield renovation at Talladega.
Interest income increased to approximately $1.3 million for the quarter primarily related to higher yield on short-term investments. Interest expense increased to $3.7 million as a result of lower capitalized interest associated with the ISM Raceway ONE DAYTONA projects from the prior year.
Equity and net income from equity investments of approximately $6.4 million represents our 50% interest in the Hollywood Casino at Kansas Speedway and to a lesser extent our approximate 34% and 33% equity interests in the Daytona and Fairfield hotels respectively at ONE DAYTONA. This is comparable to $6.4 million in the second quarter of 2018. For the quarter, we received cash distributions from the casino totaling $6.5 million.
The effective tax rate for the second quarter of fiscal 2019 was 22.9% compared to 22.2% in the second quarter of 2018. And net income for the three months ended May 31, 2019 was $15.1 million or $0.35 per diluted share on approximately 43.4 million shares outstanding.
However, when you exclude non-capitalized non-recurring acquisition costs related to the purchase of certain assets from Racing Electronics, one-time non-cash charges related to terminated agreements from non-motorsports operations, cost associated with the merger agreement and certain non-recurring costs and removal of assets in connection with the infield project at Talladega, we posted earnings of $0.36 per diluted share for the second quarter of fiscal 2019 compared to non-GAAP net income for the second quarter of 2018 of $0.37 per diluted share, and an increase in adjusted EBITDA to $52.1 million for the second quarter of fiscal 2019 compared to $50.8 million in the second quarter of fiscal 2018.
As for the balance sheet and future liquidity, at the quarter-end, our combined cash and cash equivalents totaled $338.7 million and shareholders' equity was $1.7 billion. Our deferred income was $79.4 million down approximately $12.9 million from the same period in the prior year. The decrease in deferred income is primarily due to the change in accounting associated with the new revenue recognition standard, which requires netting of certain accounts receivable and deferred income items.
At the end of the quarter, total principal outstanding on debt was approximately $256.8 million, which includes $165 million senior notes, $46.3 million TIF bonds associated with the Kansas Speedway and $45.5 million for our term loan on our headquarters office building. We currently have no borrowings drawn on our $300 million revolving credit facility.
本季度的折旧和摊销费用增加至2880万美元，主要是由于与ISM和Richmond Raceway以及ONE DAYTONA项目完成相关的资产，部分抵消了已完全折旧或已停止使用的资产增加在2019年。
本季度利息收入增加至约130万美元，主要与短期投资收益率提高有关。由于与去年ISM Raceway ONE DAYTONA项目相关的资本化利息较低，利息支出增加至370万美元。
As it relates to capital spending, for the three months ended May 31, 2019, we spent approximately $42.6 million, including capitalized interest and labor. As for capital allocation, our plan remains as previously communicated. We have established a long-term capital allocation plan to ensure we generate sufficient cash flow from operations to fund our working capital needs, capital expenditures at existing facilities, return of capital through payments of an annual cash dividend and repurchase of shares under our stock purchase plan.
We operate under a five-year capital allocation plan adopted by our Board of Directors covering fiscal years 2017 through 2021. Components of this plan include capital expenditures at existing facilities including the Talladega Infield Project, the ONE DAYTONA development and return of capital to shareholders.
For existing facilities, we expect capital expenditures up to $500 million from fiscal 2017 through 2021. These include the projects completed at ISM and Richmond Raceways and the infield renovations underway at Talladega, as well as other maintenance and guest experience capital expenditures for remaining existing facilities.
While many of these components of these projects will exceed weighted-average cost of capital, considerable maintenance capital expenditures, which we estimate to be approximately $40 million to $60 million annually will likely result in a blended return of invested capital in the low to mid-single digits. In addition to the $500 million in capital expenditures for existing facilities, we expect approximately $111 million net capital expenditures exclusive of capitalized interest and net of public incentives related to ONE DAYTONA.
For fiscal 2019, we expect total capital expenditures associated with our capital allocation plan to range between $90 million and $100 million for existing facilities including the Talladega Infield Projects and remaining capital expenditures related to completion of the projects at ISM, Richmond Raceways and ONE DAYTONA.
Return of capital to shareholders through dividends and share repurchases is a significant pillar of our capital allocation. We expect dividends to increase in 2020 and beyond by approximately 4% to 5% annually. We currently have no active rule 10b5-1 plans. Therefore we did not purchase any shares of ISCA during the second quarter of fiscal 2019.
At May 31, 2019 we had approximately $138.7 million remaining repurchase authority under the current $530 million stock purchase plan. We have built the capital allocation plan based on conservative estimates that will maintain a strong financial position prudently and disciplined reinvestment in the business and provide stable and growing return to shareholders.
And now for our outlook for 2019, in an effort to enhance the comparability and understandability of our forward-looking financial guidance, we adjust for certain non-recurring items that will be included in our future GAAP reporting. We believe this adjusted information best represents our expectations for our 2019 core business performance. Please refer to our earnings release for the detailed list of items excluded from our fiscal 2019 non-GAAP guidance.
对于2019财年，我们预计与我们的资本分配计划相关的总资本支出将在9,000万美元至1亿美元之间，包括Talladega内场项目在内的现有设施以及与完成ISM，Richmond Raceways和ONE DAYTONA项目相关的剩余资本支出。
For fiscal 2019, we are reaffirming our outlook within the previously provided guidance range. The high-end of our range contemplates stabilization in our attendance and related revenues and securing 100% of our corporate sales goal.
While the low end of our range contemplates further erosion in attendance approximately 95% of our corporate sales goal, less the uncollectible revenue from a sponsor currently in bankruptcy and net of lower operating expenses as a result of cost containment initiatives.
Our full-year fiscal 2019 guidance includes total revenues to range between $685 million and $715 million – $705 million. Adjusted EBITDA will range between $230 million and $250 million, included in adjusted EBITDA is approximately $27 million in pre-tax cash distributions from the Hollywood Casino.
Operating margin is estimated between 13.5% and 16%. Our non-GAAP effective tax rate is forecasted at 25% to 26% and non-GAAP earnings of $1.85 to $2.15 per diluted share.
In closing, we continue to see areas of success like the increased admissions at our newly renovated ISM Raceway and increased viewership for 2019. Our 2019 financial outlook provides year-over-year growth. We have a defined consumer-focused marketing and sales strategy.
We continue to reinvest in new fan experiences that competitively position our facilities against other entertainment options and we maintain a solid financial position developed over many years that affords us the ability to follow our disciplined capital allocation strategy and maintain our leadership position in the motorsports industry.
For the future, we are well positioned to balance the strategic capital needs of our business with returning capital to our shareholders. We look forward to speaking with you on our next earnings conference call in October.
With that, I'll turn it back over to the operator, who will lead us through the Q&A portion of the call. Operator?
Thank you. At this time ladies and gentlemen, we will open the lines for questions-and-answers. [Operator Instructions] Our first question comes from the line of Jaime Katz of Morningstar.
谢谢。 在这个时候，女士们，先生们，我们将打开问答环节。 [操作员说明]我们的第一个问题来自Morningstar的Jaime Katz。
Hi. Good morning, guys.
Good morning, Jaime.
Good morning, Jaime.
John, I have a question on the integrated sponsorship model. You sort of rushed across that pretty quickly. I'm curious if you have any updates on that that would be helpful for us to understand.
约翰，我对综合赞助模式有疑问。 你很快就冲了过去。 我很好奇，如果你有任何更新，这将有助于我们理解。
I don't have anything – any updates. Just to refresh what we've talked about previously, the NASCAR's approach going forward is to tier sponsorships. The days of Sprint writing a $75 million check to be a series entitlement, we just don't think that's a good model going forward.
But the NASCAR has been in the marketplace. They have what they call premier and signature tiered levels for sponsors. They have a lot of interest at both levels of those tiers. But it would really be their announcement when something is signed.
But it does include the integrated sponsorship model, does include assets, not just from NASCAR, but assets across race facilities and in some cases race teams. So it's including the broadcaster. So we think it's a much better play going forward and they are gaining momentum in the marketplace. But announcements would really come from NASCAR.
我什么都没有 - 任何更新。 为了更新我们之前谈到的内容，NASCAR未来的方法是分级赞助。 Sprint写了7500万美元的支票作为一系列权利的日子，我们不认为这是一个很好的模型。
但NASCAR一直在市场上。 他们拥有他们称赞赞助商的首要级别和标志性分层级别。 他们对这些级别的两个级别都很感兴趣。 但是当签署某些内容时，它们真的会被宣布。
但它确实包括综合赞助模式，确实包括资产，不仅包括来自NASCAR的资产，还包括竞赛设施和某些竞赛团队的资产。 所以它包括广播公司。 所以我们认为这是一个更好的发展，他们正在市场上获得动力。 但公告真的来自NASCAR。
And we would hear more about that over the next six months plus, correct? Is that the right timeline to think about that?
I would think that's the right timeline.
Okay. And then as far as this bank partner that's going through bankruptcy, has that given you guys any pause to really reassess how some of these contracts are structured and your ability to maybe replace some partners if it seems like they may not be able to have the liquidity to service their payments with you?
好的。 然后，就这个正在破产的银行合作伙伴而言，这让你们有任何停顿来真正重新评估这些合同中的一些是如何构建的，以及如果看起来他们可能无法拥有 流动性与您一起支付款项？
Hey Jaime, this is Greg. I'll answer that that situation. We do have a defined risk analysis process that we go through in evaluating our partnerships before executing the agreements. This one situation unfortunately has not just impacted us and impacted many in the industry and many in other industries and to the extent of replacing the position, our sales team. And as John mentioned with the integrated sponsorship model, we always look for opportunities to create a new category and – of the new positions for our partners.
嘿Jaime，这是格雷格。 我会回答那种情况。 我们确实有一个明确的风险分析过程，我们在执行协议之前评估我们的合作伙伴关系。 不幸的是，这一情况不仅影响了我们，而且影响了行业中的许多人以及其他行业的许多行业，并且取代了我们的销售团队。 正如约翰所提到的综合赞助模式，我们总是寻找机会来创建一个新类别 - 以及我们合作伙伴的新职位。
Okay. And then I know you don't want to talk about the buyout. I just want to reiterate what I heard, which is that before the vote goes to the outside shareholders, it will go first to FTC or whoever is evaluating antitrust. So there's still some length of time before this transaction theoretically would close. Is that right?
好的。 然后我知道你不想谈论买断。 我只想重申一下我所听到的内容，即在投票给外部股东之前，它将首先发给FTC或任何正在评估反托拉斯的人。 因此，在此交易理论上将会关闭之前还有一段时间。 是对的吗？
Yes. Jaime, the process will be that the Company will prepare a proxy to file with the SEC within 30 days of the – 30 business days of the merger agreement and then go through a period with the SEC to clear it before a final proxy will be sent out to the shareholders for vote.
是。 Jaime，该流程将是公司将在合并协议的30个工作日之后的30天内准备代理向SEC提交申请，然后经过一段时间与SEC进行清算，然后再发送最终代理 向股东投票。
Okay. So that's unlikely to probably happen before fiscal year end, given that some of these processes are really slow?
Well, we gave expected timeline to happen – the transaction to close within the calendar year of 2019 at the time of the merger, the announcement of the merger agreement on May 22.
那么，我们给出了预期的时间表 - 交易将在合并时的2019日历年内完成，并于5月22日公布合并协议。
Okay, that's helpful. Thank you so much.
You're welcome. Thank you.
Thank you, Jaime.
[Operator Instructions] Our next question comes from the line of Tim Conder of Wells Fargo.
Thank you. And you know just really wanted to hone in on the timeline there a little bit gentlemen. The filing of the proxy requirements with the SEC, I mean is that basically imminent? And then obviously the review process could be compressed or elongated. But just trying to get a little bit more of a timeline here, we appreciate the by the end of the calendar 2019 here. But any other color you can give on as far as benchmarks on timeline?
谢谢。 而且你知道真的想在时间轴上磨练一点点绅士。 向美国证券交易委员会提交代理要求，我的意思是基本迫在眉睫？ 然后显然审查过程可能会被压缩或拉长。 但只是想在这里获得更多的时间表，我们在2019年的日历结束时欣赏这一点。 但是你可以在时间轴上的基准上给出任何其他颜色吗？
Yes. Tim, this is Greg. Again I think we can kind of work through the dates as they're outlined with regards to the process on the merger agreement. 30 business days following the signing of the merger agreement on from May 22, so that's coming.
Then the SEC has a period of time to go through and comment on that. And that's in the SEC, the regulatory body’s court, and we'll work with the SEC to clear those comments, so that we can complete a final proxy. I don't think we're in a position to provide a definitive timeline that is more comprehensive than that at this time.
是。 蒂姆，这是格雷格。 我再次认为，我们可以通过关于合并协议的流程概述日期。 自5月22日签署合并协议后30个工作日，即将到来。
然后美国证券交易委员会有一段时间可以通过并对此发表评论。 这就是SEC，监管机构的法院，我们将与美国证券交易委员会合作清除这些意见，以便我们能够完成最终的代理。 我认为我们无法提供比此时更全面的明确时间表。
Okay. Yes. Okay, that helps. So we're in the period, the balls in their court at this present time and we're waiting to hear back from them.
好的。 是。 好的，这有帮助。 所以我们现在处于这个时期，他们现在在球场上的球，我们正等着听他们回来。
Well, we are preparing a preliminary proxy to be filed with the SEC.
Okay. Thank you very much.
Thank you. Thanks, Tim.
[Operator Instructions] There appears to be no further questions. I'd like to turn the floor back over to management for any additional or closing remarks.
This is John. I just wanted to thank everybody for joining us on today's call and we look forward to talking with you on our third quarter earnings call which will be in October. So have a great day. Thank you.
这是约翰。 我只想感谢所有人加入我们今天的电话会议，我们期待着与您讨论我们将于10月召开的第三季度财报电话会议。 祝你有美好的一天。 谢谢。
Thank you, all. Have a good day.
Thank you. Ladies and gentlemen, this does conclude today's second quarter earnings conference call. You may now disconnect.
谢谢。 女士们，先生们，这确实结束了今天的第二季度财报电话会议。 您现在可以断开连接。
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