425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 1, 2009

HANOVER CAPITAL MORTGAGE HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

Maryland
(State or Other Jurisdiction
of Incorporation) 001-13417
(Commission
File Number) 13-3950486
(IRS Employer
Identification No.)

200 Metroplex Drive, Suite 100, Edison, New Jersey 08817
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code (732) 548-0101

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
	ITEM 8.01. OTHER EVENTS.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
INDEX TO EXHIBITS
Ex-99.1 Press Release, dated April 1, 2009
Ex-99.2 Transcript of April 2, 2009 Earnings Call

SECTION 2 — FINANCIAL INFORMATION

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 1, 2009, Hanover Capital Mortgage Holdings, Inc. (the “Company” or “HCM”) issued a press release announcing its financial results for the three months and year ended December 31, 2008. A copy of the release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. At 11:00 AM ET on Thursday, April 2, 2009, the Company held an investor conference call that was also broadcast live on the internet at www.investorcalendar.com. A copy of the transcript of the recorded live call is furnished as Exhibit 99.2.

The information furnished in this section of this Current Report on Form 8-K and in Exhibits 99.1 and 99.2 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section; nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SECTION 8 — OTHER EVENTS

ITEM 8.01. OTHER EVENTS.

The information set forth above in Item 2.02 is incorporated herein by reference.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits

99.1	Press Release, dated April 1, 2009.
99.2	Transcript of April 2, 2009 Earnings Call.

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     Forward-Looking Statements. This report contains, in addition to statements of historical fact, certain forward-looking statements. These forward-looking statements relate to, among other things, the proposed merger and the combined company and involve risks and uncertainties. Actual results could differ from those currently anticipated due to a number of factors. Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates. There can be no assurance as to the timing of the closing of the merger, or whether the merger will close at all. Investors and security holders may obtain free copies of documents filed by HCM and Walter Industries, Inc. (“Walter”) with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by HCM at www.hanovercapitalholdings.com and by Walter at www.walterind.com. Neither HCM nor Walter assumes any responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.

     Additional Information and Where to Find It. This communication is being made in respect of the proposed merger transaction involving Walter Investment Management LLC and HCM. In connection with the proposed merger and certain related transactions, HCM filed a registration statement on Form S-4, as amended, containing a proxy statement/prospectus with the SEC, and HCM will be filing other documents regarding the proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus has been mailed to stockholders of HCM and Walter. Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about HCM and Walter, without charge, at the SEC’s web site at www.sec.gov. Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, at HCM’s website at www.hanovercapitalholdings.com.

     No Offer or Solicitation. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

[signature on following page]

-3-

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
Date: April 7, 2009	By:	/s/ Harold F. McElraft
		Harold F. McElraft
		Chief Financial Officer and Treasurer

-4-

INDEX TO EXHIBITS

EXHIBIT NO.	DESCRIPTION
Exhibit 99.1	Press Release, dated April 1, 2009.
Exhibit 99.2	Transcript of April 2, 2009 Earnings Call

EX-99.1

For further information, contact:
Hanover Capital Mortgage Holdings, Inc.
John Burchett, CEO, Irma Tavares, COO, or Harold McElraft, CFO
732-593-1044 Exhibit 99.1

HANOVER CAPITAL MORTGAGE HOLDINGS
REPORTS 2008 FOURTH QUARTER AND YEAR END RESULTS

     Edison, New Jersey, April 1, 2009 — Hanover Capital Mortgage Holdings, Inc. (NYSE Amex: HCM) (the “Company” or “HCM”) reported net earnings (loss) for the quarter ended December 31, 2008 of $(2.77) million, or $(0.32) per share on a fully diluted basis, compared to $(37.7) million, or $(4.37) per share on a fully diluted basis, for the fourth quarter 2007. Net earnings (loss) for the year ended December 31, 2008 was $(15.1) million, or $(1.74) per share on a fully diluted basis, versus $(80.0) million, or $(9.68) per share on a fully diluted basis, for the year ended December 31, 2007. There was no estimated taxable income for REIT distribution purposes for the years ended December 31, 2008 and 2007. Accordingly, the Company did not declare a fourth quarter dividend.

The Company’s book value (deficit) per share declined to $(4.70) as of December 31, 2008 primarily attributable to the net loss of $(15.1) million for the year ended December 31, 2008.

For the year ended December 31, 2008, the Company had a net loss of $(15.1) million compared to a net loss of $(80.0) million for the previous year. This difference is primarily due to the significant impairments of the Subordinate MBS portfolio in 2007. The impairments taken in 2008 were offset by the gain realized on the surrender of the Company’s Subordinate MBS in settlement of the Repurchase Agreement obligation in August 2008. The remainder is attributable to the increase in the Company’s general operating deficit for the year ended December 31, 2008.

Significant changes in the Company’s financial position as of December 31, 2008, from December 31, 2007, are primarily related to the surrendering of the Subordinate MBS portfolio in August 2008, the reduction in the size of its Agency MBS portfolio and the debt related to the financing of those portfolio assets.

On September 30, 2008, the Company entered into an Agreement and Plan of Merger, with Walter Industries, Inc. (“Walter”) and JWH Holding Company, which was amended and restated on October 28, 2008 and was subsequently amended and restated on February 6, 2009, to, among other things, add Walter Investment Management LLC (“Spinco”), a newly-created, wholly-owned subsidiary of Walter, as an additional party to the transaction. On February 17, 2009, the merger agreement was further amended to address certain closing conditions and certain Federal income tax consequences of the spin-off and merger. Our board of directors unanimously approved the merger, on the terms and conditions set forth in the second amended and restated merger agreement, as amended. In connection with the merger, the Surviving Corporation will be renamed “Walter Investment Management Corporation.” The merger agreement contemplates that the merger will occur no later than June 30, 2009.

The Registration Statement of the Company on Form S-4, including the proxy statement/prospectus filed with the Securities and Exchange Commission relating to the pending merger of Spinco and the Company, has been declared effective by the Securities and Exchange Commission.

In addition, in connection with the Company’s pending merger, on September 30, 2008, the Company entered into an exchange agreement with Taberna Preferred Funding, Ltd. (“Taberna”) and an exchange agreement with Amster Trading Company and Ramat Securities, Ltd. (the “Amster Parties”) (which exchange agreements were amended on February 6, 2009), to acquire (and subsequently cancel) the outstanding trust preferred securities of HST-I, currently held by Taberna, and the trust preferred securities of HST-II, currently held by the Amster Parties.

In connection with the pending merger, the Company established a record date of February 17, 2009, and will hold a special meeting of stockholders on April 15, 2009 to approve the merger and certain other transactions described in the proxy statement/prospectus. Pending approval by the Company’s stockholders and the satisfaction of certain other conditions, the merger is expected to be completed in the second quarter 2009. No vote of Walter stockholders is required.

John A. Burchett, the Company’s President and CEO, commented, “We look forward to our April 15, 2009 special meeting and are optimistic that the Company’s shareholders will provide the requisite vote needed to approve of the pending merger with Spinco.”

HCM will host an investor conference call on Thursday, April 2, 2009 at 11:00 AM EST. The call will be broadcast over the Internet, at www.investorcalendar.com. To listen to the call, please go to the Web site at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those not available to listen to the live broadcast, a replay will be available shortly after the call at www.investorcalendar.com for a period of 30 days.

To access the live call by phone, dial 877-407-8035 (international callers dial 201-689-8035) several minutes before the call. A recorded replay may be heard through Monday, April 6, at 11:59 PM ET by dialing 877-660-6853 (international callers dial 201-612-7415) and using playback account #286 and conference ID #318449.

Hanover Capital Mortgage Holdings, Inc. is a mortgage REIT staffed by seasoned mortgage capital markets professionals. HCM invests in prime mortgage loans and mortgage securities backed by prime mortgage loans.

For further information, visit HCM’s Web site at www.hanovercapitalholdings.com.

Additional Information and Where to Find It

In connection with the proposed spin-off of the financing business of Walter Industries, Inc. through its wholly-owned subsidiary, Walter Investment Management LLC, and the proposed merger of Walter Investment Management LLC with Hanover Capital Mortgage Holdings, Inc. and certain related transactions, Hanover Capital Mortgage Holdings, Inc. filed a registration statement with the SEC on Form S-4, as amended, containing a proxy statement/prospectus (Registration No. 333-155091), and Hanover Capital Mortgage Holdings, Inc. will be filing other documents regarding the proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus has been mailed to stockholders of Hanover Capital Mortgage Holdings, Inc. and Walter Industries, Inc. Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Hanover Capital Mortgage Holdings, Inc. and Walter Industries, Inc., without charge, at the SEC’s Internet Web site (http://www.sec.gov). Copies of the proxy statement/prospectus and the other filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, at Hanover Capital Mortgage Holdings, Inc.’s Web site (http://www.hanovercapitalholdings.com).

Walter Industries and Hanover and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger and related transactions. Information regarding Walter Industries’ directors and executive officers is available in Walter Industries’ proxy statement for its 2009 annual meeting of stockholders and Walter Industries’ 2008 Annual Report on Form 10-K, which were filed with the SEC on March 10, 2009, and February 27, 2009, respectively, and information regarding Hanover’s directors and executive officers is available in Hanover’s proxy statement for its 2008 annual meeting of stockholders and Hanover’s 2008 Annual Report on Form 10-K, which were filed with the SEC on April 24, 2008, and March 31, 2009, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in Hanover’s proxy statement/prospectus and other materials referred to in Hanover’s proxy statement/prospectus.

Safe Harbor Statement

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including expressions such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “will,” and similar expressions involve known and unknown risks, uncertainties, and other factors that may cause Walter Industries’ or Hanover’s actual results in future periods to differ materially from the expectations expressed or implied by such forward-looking statements. These factors include, among others, the following: the market demand for Walter Industries’ and Hanover’s products as well as changes in costs and the availability of raw material, labor, equipment and transportation; changes in weather and geologic conditions; changes in extraction costs, pricing and assumptions and projections concerning reserves in Walter Industries’ mining operations; changes in customer orders; pricing actions by Walter Industries’ and Hanover’s competitors, customers, suppliers and contractors; changes in governmental policies and laws; further changes in the mortgage-backed capital markets; changes in general economic conditions; and the successful implementation and anticipated timing of any strategic actions and objectives that may be pursued, including the announced separation of the Financing business from Walter Industries. In particular, the separation of Walter Industries’ Financing business is subject to a number of closing conditions which may be outside of Walter Industries’ control. Forward- looking statements made by Walter Industries in this release, or elsewhere, speak only as of the date on which the statements were made. Any forward-looking statements should be considered in context with the various disclosures made by Walter Industries and Hanover about our respective businesses, including the Risk Factors described in Walter Industries’ 2008 Annual Report on Form 10-K, the Risk Factors described in Hanover’s 2008 Annual Report on Form 10-K, and each of Walter Industries’ and Hanover’s other filings with the Securities and Exchange Commission. Neither Walter Industries nor Hanover undertakes any obligation to update its forward-looking statements as of any future date.

— charts to follow —

HANOVER CAPITAL MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

	December 31,			December 31,
	2008			2007
Assets
Cash and cash equivalents	$	501		$	7,257
Accrued interest receivable		62			1,241
Mortgage Loans
Collateral for CMOs		4,778			6,182
Mortgage Securities
Trading ($2,577 and $30,045, pledged respectively, at period ended)		4,656			30,045
Available for sale (all pledged under a single Repurchase Agreement)		—			82,695
Other subordinate security, available for sale		1,585			1,477
Equity investments in unconsolidated affiliates		175			1,509
Other assets		647			4,782
	$	12,404		$	135,188
Liabilities
Repurchase Agreements (secured with Mortgage Securities)	$	—		$	108,854
Note Payable (collateralized with Mortgage Securities classified as trading)		2,300			—
Collateralized mortgage obligations (CMOs)		2,904			4,035
Accounts payable, accrued expenses and other liabilities		1,191			5,954
Obligation assumed under guarantee of lease in default by subtenant		831			—
Deferred interest payable on liability to subsidiary trusts		4,597			755
Liability to subsidiary trusts issuing preferred and capital securities		41,239			41,239
		53,062			160,837
Commitments and Contingencies		—			—
Stockholders’ Equity (Deficit)
Preferred stock, $0.01 par value, 10 million shares authorized, no shares issued and outstanding		—			—
Common stock, $0.01 par value, 90 million shares authorized, 8,654,562 and 8,658,562 shares issued and outstanding as of December 31, 2008 and December 31, 2007, respectively		86			86
Additional paid-in capital		102,981			102,939
Cumulative earnings (deficit)		(86,340	)		(71,289	)
Cumulative distributions		(57,385	)		(57,385	)
		(40,658	)		(25,649	)
	$	12,404		$	135,188

HANOVER CAPITAL MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	(Unadudited)
	Three Months Ended
	December 31,						Years Ended December 31,
	2008			2007			2008			2007			2006
Revenues
Interest income	$	258		$	5,509		$	10,592		$	24,823		$	24,278
Interest expense		1,039			6,371			15,135			19,224			13,942
		(781	)		(862	)		(4,543	)		5,599			10,336
Loan loss provision		—			—			—			—			—
Net interest income		(781	)		(862	)		(4,543	)		5,599			10,336
Net gain realized on surrender of Subordinate MBS		—			—			40,929			—			—
Gain (loss) on sale of mortgage assets		25			—			485			(803	)		834
Gain (loss) on mark to market of mortgage assets		90			(32,609	)		(40,453	)		(75,934	)		148
(Loss) gain on freestanding derivatives		—			(469	)		(98	)		1,199			(2,344	)
Technology		49			209			374			1,155			2,857
Loan brokering and advisory services		30			—			65			157			105
Other income (loss)		74			(1,161	)		1,765			(1,542	)		(77	)
Total revenues		(513	)		(34,892	)		(1,476	)		(70,169	)		11,859
Expenses
Personnel		958			912			4,098			3,910			4,239
Legal and professional		699			729			2,513			2,097			2,777
Impairment of investments in unconsolidated affiliates		—			—			1,064			—			—
Lease obligation assumed from defaulting subtenant		—			—			993			—			—
General and administrative		220			229			1,289			1,505			1,183
Depreciation and amortization		17			155			1,045			616			708
Occupancy		79			82			327			315			315
Technology		11			113			159			526			1,109
Financing		—			257			896			815			415
Goodwill impairment		—			—			—			—			2,478
Other		301			387			1,306			880			689
Total expenses		2,285			2,864			13,690			10,664			13,913
Operating income (loss)		(2,798	)		(37,756	)		(15,166	)		(80,833	)		(2,054	)
Equity in income of unconsolidated affiliates		30			28			115			110			110
Minority interest in loss of consolidated affiliate		—			—			—			—			(5	)
Income (loss) from continuing operations before income tax provision		(2,768	)		(37,728	)		(15,051	)		(80,723	)		(1,939	)
Income tax provision		—			—			—			—			12
Income (loss) from continuing operations		(2,768	)		(37,728	)		(15,051	)		(80,723	)		(1,951	)
DISCONTINUED OPERATIONS
Income (loss) from discontinued operations before gain on sale and income tax provision		—			12			—			(611	)		(917	)
Gain on sale of discontinued operations		—			—			—			1,346			—
Income tax provision from discontinued operations		—			—			—			—			58
Income (loss) from discontinued operations		—			12			—			735			(975	)
Net income (loss)	$	(2,768	)	$	(37,716	)	$	(15,051	)	$	(79,988	)	$	(2,926	)
Net Income (loss) per common share — Basic
Income (loss) from continuing operations	$	(0.32	)	$	(4.37	)	$	(1.74	)	$	(9.77	)	$	(0.23	)
Income (loss) from discontinued operations		—			—			—			0.09			(0.12	)
Net income (loss) per common share — Basic	$	(0.32	)	$	(4.37	)	$	(1.74	)	$	(9.68	)	$	(0.35	)
Net Income (loss) per common share — Diluted
Income (loss) from continuing operations	$	(0.32	)	$	(4.37	)	$	(1.74	)	$	(9.77	)	$	(0.23	)
Income (loss) from discontinued operations		—			—			—			0.09			(0.12	)
Net income (loss) per common share — Diluted	$	(0.32	)	$	(4.37	)	$	(1.74	)	$	(9.68	)	$	(0.35	)
.
Weighted average shares outstanding — Basic		8,636,162			8,629,362			8,634,363			8,265,194			8,358,433
Weighted average shares outstanding — Diluted		8,636,162			8,629,362			8,634,363			8,265,194			8,358,433

EX-99.2

Exhibit 99.2
Transcript  

Transcript of
Hanover Capital Mortgage Holdings, Inc. (HCM)
Fourth Quarter Earnings Results Conference Call
April 2, 2009

Participant
John A. Burchett, President and Chief Executive Officer

Presentation

Operator

Greetings and welcome to the Hanover Capital Fourth Quarter Earnings Call. At this time, all participants are on a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press *0 on your telephone keypad. As a reminder, this conference is being recorded.

It is now my pleasure to introduce Mr. John Burchett, President and CEO, for Hanover Capital. Thank you, Mr. Burchett. You may begin.

John A. Burchett — Hanover Capital Mortgage Holdings, Inc — President and Chief Executive Officer

Thank you, Claudia. Thank you everybody for joining the call this morning. As we start the call, I just want to remind everyone of our standard disclaimers about forward-looking statements that are set forth both in yesterday’s earnings release and our Form 10-K for the quarter and the year ended 12/31/2008, which we filed with the SEC on March 31, along with any such statements that were included in our Form S-4 which has been filed and declared effective by the SEC in connection with our proposed merger.

We released our fourth quarter earnings and the annual earnings. We had a loss for the year and the quarter. The primary financial driver for the year was the ultimate sale of our subordinate bonds to our repo lender which happened in August and we’ve been going through the rest of the year without a main driver for income from the asset side. I won’t spend a lot of time with the financials because I think we’re more interested in the forward looking, where we’re going.

As you all know, all our stockholders have received the proxy information on our proposed merger, in which Walter Mortgage Company will be merging into our company to form a new company. After that merger date, our annual meeting, our special meeting... excuse me, our special meeting for that shareholder vote will be held in New York City on April 15 and we urge all stockholders to get their votes in and management and the Board of Directors have said that we urge all stockholders to vote for all the proposals. To the extent there are any questions, I know our proxy solicitation firm has been calling, but we can answer questions today to the extent of public information on the transaction.

Assuming that the votes pass on the 15^th and other items are completed in the merger agreement, which we think they will be, the merger would be effective after the close of business on Friday the 17^th and the company would start trading on the new stock symbol on Monday the 20^th and that would be as WAC traded on the NYSE/AMEX.

That’s really all I had in terms of prepared remarks today. So, Claudia, I’ll open it up if anybody has got any questions that we can help them out with at this time.

Operator

Thank you. Ladies and gentlemen, we will now be conducting a question and answer session. If you would like to ask a question, please press *1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press *2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the * keys. Once again if you’d like to ask a question, please press *1 on your telephone keypad at this time. One moment please while we poll for questions.

As a reminder, ladies and gentlemen, if you would like to ask a question please press *1 on your telephone keypad at this time.

Mr. Burchett, we have no questions coming from the phone.

John A. Burchett — Hanover Capital Mortgage Holdings, Inc — President and Chief Executive Officer

Okay. I guess I was clear in everything I said then. I appreciate everybody being on the call and again we urge everybody that are stockholders that are on the phone to get their votes in and we urge... we recommend that they vote for all the proposals. And to the extent anybody has any questions, feel free to call me directly, and thank you for joining the call.

Operator

That does conclude today’s teleconference. You may disconnect your lines at this time. We thank you for your participation.