Third Quarter 2023 Operating Results:
- On
September 29, 2023 , the Company made a lump sum repayment of$4.1 million related to itsHSBC Bank Canada six-year committed term non-revolving facility with the participation of Business Development Canada (the "HSBC Facility"). The voluntary repayment included all committed monthly principal payments fromSeptember 30, 2023 up toDecember 31, 2026 , resulting in no current obligation owing on the HSBC Facility as atSeptember 30, 2023 . The remaining balance under the HSBC Facility is due upon maturity of the HSBC Facility onDecember 31, 2026 . - Third quarter revenue decreased by
$3.5 million or 6%, to$55.0 million in 2023, as compared to$58.5 million in the third quarter of 2022. Contract drilling revenue totalled$38.3 million in the third quarter of 2023, which was consistent with$38.1 million in the third quarter of 2022. Production services revenue was$16.8 million for the three months endedSeptember 30, 2023 , a decrease of$3.6 million or 18%, as compared to$20.4 million in the same period of the prior year. In the third quarter of 2023, revenue was negatively impacted by lower activity in production services and contract drilling inCanada and the US due to lower commodity prices, compared to the third quarter of 2022 as described below:- In
Canada , Operating Days of 883 days in the third quarter of 2023 were 26 days (or 3%) lower compared to 909 days in the third quarter of 2022. This compares to a 7% decrease in theCanadian Association of Energy Contractors ("CAOEC") industry Operating Days in the third quarter of 2023, compared to the third quarter of 2022. Drilling rig utilization inCanada was 28% in the third quarter of 2023, compared to 27% in the same period of the prior year, as lower Operating Days were offset by three rigs that were deregistered sinceSeptember 30, 2022 . The CAOEC industry average utilization of 38%1 for the third quarter of 2023 represented a decrease of 200 bps compared to the CAOEC industry average utilization of 40% in the third quarter of 2022. Revenue per Operating Day averaged$31,698 in the third quarter of 2023, an increase of 8% compared to the same period of the prior year, mainly due to rig upgrades, market driven increased pricing, and inflationary pressures on operating costs, including higher wages and fuel charges that are passed through to the customer; - In
the United States ("US"), drilling rig utilization averaged 34% in the third quarter of 2023, compared to 45% in the third quarter of 2022, with Operating Days decreasing from 333 days in the third quarter of 2022 to 249 days in the third quarter of 2023 due to lower industry activity. Average active industry rigs of 6492 in the third quarter of 2023 were 15% lower compared to the third quarter of 2022. Revenue per Operating Day for the third quarter of 2023 averagedUS$30,898 , a 17% increase compared toUS$26,372 in the same period of the prior year, mainly due to improved spot market rates; and - In
Canada , service rig utilization of 33% in the third quarter of 2023 was lower than 45% in the same period of the prior year as industry activity decreased, mainly due to the completion of the Federal site rehabilitation program, several customers waiting on the restoration of power in areas impacted by wildfires and lower commodity prices experienced during the first eight months of 2023, compared to 2022. Revenue per Service Hour averaged$1,012 in the third quarter of 2023 and was 4% higher than the third quarter of 2022, due to improved pricing and inflationary pressures on operating costs, including higher wages and fuel charges that are passed through to the customer.
- In
- Administrative expenses increased by
$0.7 million or 21%, to$4.0 million in the third quarter of 2023, as compared to$3.3 million in the third quarter of 2022, due to inflationary pressures on all employee related costs. - The Company incurred a net loss of
$1.3 million in the third quarter of 2023 ($0.04 net loss per basic common share) as compared to a net income of$0.8 million in the same period in 2022 ($0.02 net income per basic common share). The change can mainly be attributed to a$3.8 million decrease in Adjusted EBITDA and a$0.5 million increase in depreciation expense due to property and equipment additions, which were partially offset by a$1.3 million decrease in income tax expense, a$0.6 million increase in other items, a$0.2 million decrease in stock based compensation expense and a$0.1 million decrease in finance costs due to a lower total debt balance. - Adjusted EBITDA of
$11.0 million in the third quarter of 2023 was$3.8 million , or 25%, lower compared to$14.8 million in the third quarter of 2022. Adjusted EBITDA in 2023 was lower due to lower production services activity inCanada and lower contract drilling activity in the US andCanada , as well as inflationary cost increases, offset partially by higher pricing across all divisions. - Third quarter additions to property and equipment of
$7.3 million in 2023 compared to$8.5 million in the third quarter of 2022, consisting of$1.7 million of expansion capital related to the substantial completion of the Company's rig upgrade program and$5.6 million of maintenance capital.
1 Source: CAOEC, monthly Contractor Summary. |
Year to Date 2023 Operating Results:
- During the nine months ended
September 30, 2023 , the Company reduced its total debt by$13.6 million (or 10%), primarily through repayments of its Credit Facilities (as defined in this press release) as well as a$4.1 million voluntary repayment of all committed monthly principal amounts owing on its HSBC Facility to its maturity onDecember 31, 2026 as described previously. - Western's drilling rig upgrade program, which was initiated in 2022, has been a success and has generated a substantial portion of revenue in the nine months ended
September 30, 2023 . Since the upgrades have been performed and the rigs recommissioned into service, all upgraded drilling rigs have worked for customers. Additionally, the upgraded rigs have generated higher day rates which contributed to increased revenue for the nine months endedSeptember 30, 2023 . - Revenue for the nine months ended
September 30, 2023 , increased by$37.6 million or 27%, to$177.2 million as compared to$139.6 million for the nine months endedSeptember 30, 2022 . Contract drilling revenue totalled$126.9 million for the nine months endedSeptember 30, 2023 , an increase of$40.6 million or 47%, compared to$86.3 million in the same period of the prior year. Production services revenue was$50.6 million for the nine months endedSeptember 30, 2023 , a decrease of$2.9 million or 6%, as compared to$53.5 million in the same period of the prior year. In the nine months endedSeptember 30, 2023 , revenue was positively impacted by improved pricing in all divisions, rig upgrades, as well as higher activity in contract drilling, partially offset by lower activity in production services, compared to the same period of 2022 as described below:- In
Canada , Operating Days of 2,742 days for the nine months endedSeptember 30, 2023 , were 430 days (or 19%) higher, compared to 2,312 days for the nine months endedSeptember 30, 2022 , resulting in drilling rig utilization of 30% for the nine months endedSeptember 30, 2023 , compared to 23% in the same period of the prior year. This compares to a 1% increase in CAOEC Operating Days for the nine months endedSeptember 30, 2023 , compared to the same period in the prior year. The CAOEC industry average utilization of 36%3 for the nine months endedSeptember 30, 2023 , represented an increase of 200 bps compared to the CAOEC industry average utilization of 34% for the nine months endedSeptember 30, 2022 . Revenue per Operating Day averaged$32,755 for the nine months endedSeptember 30, 2023 , an increase of 17% compared to the same period of the prior year, mainly due to rig upgrades, market driven increased pricing, and inflationary pressures on operating costs, including higher wages and fuel charges that are passed through to the customer; - In the US, drilling rig utilization averaged 39% for the nine months ended
September 30, 2023 , compared to 31% in the same period of 2022, with Operating Days improving by 160 days from 683 days in 2022 to 843 days in 2023. Average active industry rigs of 7094 in the nine months endedSeptember 30, 2023 were 1% higher than the average for the nine months endedSeptember 30, 2022 . Revenue per Operating Day for the nine months endedSeptember 30, 2023 averagedUS$32,038 , a 31% increase compared toUS$24,421 in the same period of the prior year, mainly due to improved spot market pricing in theWilliston Basin ; and - In
Canada , service rig utilization of 33% for the nine months endedSeptember 30, 2023 was lower than 42% in the same period of the prior year as industry activity decreased, mainly due to the completion of the Federal site rehabilitation program, several customers waiting on the restoration of power in areas impacted by wildfires and lower commodity prices. Revenue per Service Hour averaged$1,030 for the nine months endedSeptember 30, 2023 and was 11% higher than the same period of the prior year, due to improved pricing and inflationary pressures on operating costs, including higher wages and fuel charges that are passed through to the customer.
- In
- Administrative expenses increased by
$2.3 million or 23%, to$12.4 million for the nine months endedSeptember 30, 2023 , as compared to$10.1 million in the same period of 2022, due to higher employee related costs along with inflationary costs and higher professional fees. - The Company generated a net loss of
$4.7 million for the nine months endedSeptember 30, 2023 ($0.14 net loss per basic common share) as compared to net income of$32.4 million in the same period in 2022 ($1.89 net income per basic common share). The change can mainly be attributed to the$49.4 million gain on debt forgiveness in 2022 in connection with the Company's restructuring transaction completed inMay 2022 , a$6.7 million increase in Adjusted EBITDA, a$4.0 million decrease in income tax expense and a$2.7 million decrease in finance costs due to the lower total debt balance, offset partially by a$1.1 million increase in stock based compensation expense and a$1.1 million increase in depreciation expense due to property and equipment additions. - Adjusted EBITDA of
$34.4 million for the nine months endedSeptember 30, 2023 was$6.7 million , or 24%, higher compared to$27.7 million in the same period of 2022. Adjusted EBITDA was higher due to improved contract drilling activity inCanada and the US in the first half of 2023, higher pricing across all divisions, andUS$0.6 million of shortfall commitment revenue, which was offset partially by lower activity in the third quarter of 2023, one-time costs of$0.6 million related to reactivating certain drilling rigs and inflationary cost increases and$0.8 million lower government subsidies received in 2023 compared to 2022. - Year to date 2023 additions to property and equipment of
$19.2 million compared to$26.5 million in the same period of 2022, consisting of$6.8 million of expansion capital related to the substantial completion of the Company's rig upgrade program and$12.4 million of maintenance capital.
3 Source: CAOEC, monthly Contractor Summary. |
Selected Financial Information | |||||||||||||||||
(stated in thousands, except share and per share amounts) | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
Financial Highlights | 2023 | 2022 | Change | 2023 | 2022 | Change | |||||||||||
Revenue | 55,003 | 58,483 | (6 %) | 177,196 | 139,552 | 27 % | |||||||||||
Adjusted EBITDA(1) | 11,033 | 14,799 | (25 %) | 34,369 | 27,688 | 24 % | |||||||||||
Adjusted EBITDA as a percentage of revenue(1) | 20 % | 25 % | (20 %) | 19 % | 20 % | (5 %) | |||||||||||
Cash flow from operating activities | 13,267 | 6,854 | 94 % | 45,085 | 22,039 | 105 % | |||||||||||
Additions to property and equipment | 7,348 | 8,470 | (13 %) | 19,218 | 26,520 | (28 %) | |||||||||||
Net income (loss) | (1,267) | 818 | (255 %) | (4,691) | 32,415 | (114 %) | |||||||||||
– basic and diluted net income (loss) per share | (0.04) | 0.02 | (300 %) | (0.14) | 1.89 | (107 %) | |||||||||||
Weighted average number of shares | |||||||||||||||||
– basic | 33,841,781 | 33,839,658 | - | 33,841,478 | 17,120,283 | 98 % | |||||||||||
– diluted | 33,841,781 | 33,839,658 | - | 33,841,478 | 17,120,936 | 98 % | |||||||||||
Outstanding common shares as at period end | 33,843,009 | 33,841,318 | - | 33,843,009 | 33,841,318 | - | |||||||||||
(1) See "Non-IFRS Measures and Ratios" included in this press release. |
Three months ended | Nine months ended | |||||||||||||||
Operating Highlights(2) | 2023 | 2022 | Change | 2023 | 2022 | Change | ||||||||||
Contract Drilling | ||||||||||||||||
Canadian Operations: | ||||||||||||||||
Contract drilling rig fleet: | ||||||||||||||||
– Average active rig count | 9.6 | 9.9 | (3 %) | 10.0 | 8.5 | 18 % | ||||||||||
Operating Days | 883 | 909 | (3 %) | 2,742 | 2,312 | 19 % | ||||||||||
Revenue per Operating Day(3) | 31,698 | 29,283 | 8 % | 32,755 | 28,002 | 17 % | ||||||||||
Drilling rig utilization | 28 % | 27 % | 4 % | 30 % | 23 % | 30 % | ||||||||||
CAOEC industry average utilization – Operating Days(4) | 38 % | 40 % | (5 %) | 36 % | 34 % | 6 % | ||||||||||
Average meters drilled per well | 7,035 | 5,929 | 19 % | 6,908 | 6,077 | 14 % | ||||||||||
Average Operating Days per well | 10.6 | 11.4 | (7 %) | 12.7 | 12.1 | 5 % | ||||||||||
United States Operations: | ||||||||||||||||
Contract drilling rig fleet: | ||||||||||||||||
– Average active rig count | 2.7 | 3.6 | (25 %) | 3.1 | 2.5 | 24 % | ||||||||||
Operating Days | 249 | 333 | (25 %) | 843 | 683 | 23 % | ||||||||||
Revenue per Operating Day (US$)(3) | 30,898 | 26,372 | 17 % | 32,038 | 24,421 | 31 % | ||||||||||
Drilling rig utilization | 34 % | 45 % | (24 %) | 39 % | 31 % | 26 % | ||||||||||
Average meters drilled per well | 3,609 | 3,727 | (3 %) | 3,459 | 3,604 | (4 %) | ||||||||||
Average Operating Days per well | 12.8 | 9.8 | 31 % | 13.0 | 10.9 | 19 % | ||||||||||
Production Services | ||||||||||||||||
Well servicing rig fleet: | ||||||||||||||||
– Average active rig count | 21.5 | 28.4 | (24 %) | 21.5 | 26.4 | (19 %) | ||||||||||
Service Hours | 13,984 | 18,492 | (24 %) | 42,081 | 51,635 | (19 %) | ||||||||||
Revenue per Service Hour(3) | 1,012 | 975 | 4 % | 1,030 | 928 | 11 % | ||||||||||
Service rig utilization | 33 % | 45 % | (27 %) | 33 % | 42 % | (21 %) | ||||||||||
(2) See "Defined Terms" included in this press release. |
(3) See "Non-IFRS Measures and Ratios" included in this press release. |
(4) Source: The CAOEC monthly Contractor Summary. The CAOEC industry average is based on Operating Days divided by total available drilling days. |
Financial Position at (stated in thousands) | September 30, 2023 | |||
Working capital(1) | 16,473 | 21,923 | 21,439 | |
Total assets | 453,980 | 475,708 | 475,651 | |
Long term debt – non current portion | 114,107 | 126,527 | 127,639 |
(1) See "Non-IFRS Measures and Ratios" included in this press release. |
Business Overview
Western is an energy services company that provides contract drilling services in
Contract Drilling
Western markets a fleet of 42 drilling rigs specifically suited for drilling complex horizontal wells across
Western's marketed and owned contract drilling rig fleets are comprised of the following:
As at | |||||||
2023 | 2022 | ||||||
Rig class(1) | | US | Total | Canada | US | Total | |
Cardium | 11 | 1 | 12 | 11 | 2 | 13 | |
18 | 1 | 19 | 19 | - | 19 | ||
5 | 6 | 11 | 7 | 6 | 13 | ||
Total marketed drilling rigs(2) | 34 | 8 | 42 | 37 | 8 | 45 | |
Total owned drilling rigs | 48 | 8 | 56 | 49 | 8 | 57 |
(1) See "Contract Drilling Rig Classifications" included in this press release. |
(2) Source: CAOEC Contractor Summary as at |
Production Services
Production services provides well servicing and oilfield equipment rentals in
Western's well servicing rig fleet is comprised of the following:
Owned well servicing rigs | As at | |
Mast type | 2023 | 2022 |
Single | 30 | 30 |
Double | 27 | 25 |
Slant | 8 | 8 |
Total owned well servicing rigs | 65 | 63 |
Business Environment
Crude oil and natural gas prices impact the cash flow of Western's customers, which in turn impacts the demand for Western's services. The following table summarizes average crude oil and natural gas prices, as well as average foreign exchange rates, for the three and nine months ended
Three months ended | Nine months ended | ||||||||||||||
2023 | 2022 | Change | 2023 | 2022 | Change | ||||||||||
Average crude oil and natural gas prices(1)(2) | |||||||||||||||
Crude Oil | |||||||||||||||
West Texas Intermediate (US$/bbl) | 82.26 | 91.56 | (10 %) | 77.40 | 98.09 | (21 %) | |||||||||
Western Canadian Select (CDN$/bbl) | 93.19 | 93.53 | - | 80.42 | 105.55 | (24 %) | |||||||||
Natural Gas | |||||||||||||||
30 day Spot AECO (CDN$/mcf) | 2.70 | 4.62 | (42 %) | 2.86 | 5.70 | (50 %) | |||||||||
Average foreign exchange rates(2) | |||||||||||||||
US dollar to Canadian dollar | 1.34 | 1.31 | 2 % | 1.34 | 1.28 | 5 % | |||||||||
(1) See "Abbreviations" included in this press release. (2) Source: Sproule |
5 Source: CAOEC Drilling Contractor Summary as at |
West Texas Intermediate ("WTI") on average decreased by 10% and 21% respectively, for the three and nine months ended
In both the US and
Outlook
In 2023, crude oil prices have been impacted in the short term by the fear of a North American recession, concerns surrounding demand from a weak global economy, continued uncertainty concerning the ongoing war in
As a result of the reduced industry activity in the third quarter of 2023 caused by lower commodity prices in the first eight months of the year, Western has reduced its capital budget for 2023 to
As at
Energy service activity in
7 Source: Baker Hughes Company, 2023 Rig Count monthly press releases. |
Non-IFRS Measures and Ratios
Western uses certain financial measures in this press release which do not have any standardized meaning as prescribed by International Financial Reporting Standards ("IFRS"). These measures and ratios, which are derived from information reported in the condensed consolidated financial statements, may not be comparable to similar measures presented by other reporting issuers. These measures and ratios have been described and presented in this press release to provide shareholders and potential investors with additional information regarding the Company. The non-IFRS measures and ratios used in this press release are identified and defined as follows:
Adjusted EBITDA and Adjusted EBITDA as a Percentage of Revenue
Adjusted earnings before interest and finance costs, taxes, depreciation and amortization, other non-cash items and one-time gains and losses ("Adjusted EBITDA") is a useful non-GAAP financial measure as it is used by management and other stakeholders, including current and potential investors, to analyze the Company's principal business activities prior to consideration of how Western's activities are financed and the impact of foreign exchange, income taxes and depreciation. Adjusted EBITDA provides an indication of the results generated by the Company's principal operating segments, which assists management in monitoring current and forecasting future operations, as certain non-core items such as interest and finance costs, taxes, depreciation and amortization, and other non-cash items and one-time gains and losses are removed. The closest IFRS measure would be net income (loss) for consolidated results.
Adjusted EBITDA as a percentage of revenue is a non-IFRS financial ratio which is calculated by dividing Adjusted EBITDA by revenue for the relevant period. Adjusted EBITDA as a percentage of revenue is a useful financial measure as it is used by management and other stakeholders, including current and potential investors, to analyze the profitability of the Company's principal operating segments.
The following table provides a reconciliation of net income (loss), as disclosed in the condensed consolidated statements of operations and comprehensive income, to Adjusted EBITDA:
Three months ended | Nine months ended | |||||||
(stated in thousands) | 2023 | 2022 | 2023 | 2022 | ||||
Net income (loss) | (1,267) | 818 | (4,691) | 32,415 | ||||
Income tax expense (recovery) | (268) | 1,013 | (931) | 3,035 | ||||
Income (loss) before income taxes | (1,535) | 1,831 | (5,622) | 35,450 | ||||
Add (deduct): | ||||||||
Gain on debt forgiveness | - | - | - | (49,357) | ||||
Depreciation | 10,283 | 9,744 | 30,831 | 29,652 | ||||
Stock based compensation | 574 | 795 | 2,212 | 1,135 | ||||
Finance costs | 2,789 | 2,946 | 8,710 | 11,428 | ||||
Other items | (1,078) | (517) | (1,762) | (620) | ||||
Adjusted EBITDA | 11,033 | 14,799 | 34,369 | 27,688 | ||||
Revenue per Operating Day
This non-IFRS measure is calculated as total drilling revenue for both
Revenue per Service Hour
This non-IFRS measure is calculated as total well servicing revenue divided by total Service Hours. This calculation represents the average hourly rate charged to Western's customers.
Working Capital
This non-IFRS measure is calculated as current assets less current liabilities as disclosed in the Company's condensed consolidated financial statements.
Defined Terms
Average active rig count (contract drilling): Calculated as drilling rig utilization multiplied by the average number of drilling rigs in the Company's fleet for the period.
Average active rig count (production services): Calculated as service rig utilization multiplied by the average number of service rigs in the Company's fleet for the period.
Average meters drilled per well: Defined as total meters drilled divided by the number of wells completed in the period.
Average Operating Days per well: Defined as total Operating Days divided by the number of wells completed in the period.
Drilling rig utilization: Calculated based on Operating Days divided by total available days.
Operating Days: Defined as contract drilling days, calculated on a spud to rig release basis.
Service Hours: Defined as well servicing hours completed.
Service rig utilization: Calculated as total Service Hours divided by 217 hours per month per rig multiplied by the average rig count for the period as defined by the CAOEC industry standard.
Contract Drilling Rig Classifications
Cardium class rig: Defined as any contract drilling rig which has a total hookload less than or equal to 399,999 lbs (or 177,999 daN).
Abbreviations
- Barrel ("bbl");
- Basis point ("bps"): A 1% change equals 100 basis points and a 0.01% change is equal to one basis point;
Canadian Association of Energy Contractors ("CAOEC");- DecaNewton ("daN");
- International Financial Reporting Standards ("IFRS");
- Pounds ("lbs");
- Thousand cubic feet ("mcf");
Western Canadian Sedimentary Basin ("WCSB");- Western Canadian Select ("WCS"); and
- West Texas Intermediate ("WTI").
Forward-Looking Statements and Information
This press release contains certain forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable Canadian securities laws, as well as other information based on Western's current expectations, estimates, projections and assumptions based on information available as of the date hereof. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information, and words and phrases such as "may", "will", "should", "could", "expect", "intend", "anticipate", "believe", "estimate", "plan", "predict", "potential", "continue", or the negative of these terms or other comparable terminology are generally intended to identify forward-looking information. Such information represents the Company's internal projections, estimates or beliefs concerning, among other things, an outlook on the estimated amounts and timing of additions to property and equipment, anticipated future debt levels and revenues or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. This forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.
In particular, forward-looking information in this press release includes, but is not limited to, statements relating to: the business of Western; industry, market and economic conditions and any anticipated effects on Western; commodity pricing; the future demand for the Company's services and equipment, in particular, the Company's expectations regarding improved activity in 2023; Western's expectations regarding prevailing customer preferences; the effect of inflation and commodity prices on customer spending; the success of Western's drilling rig upgrade program; the potential impact of the current conflict in
The material assumptions that could cause results or events to differ from current expectations reflected in the forward-looking information in this press release include, but are not limited to: demand levels and pricing for oilfield services; demand for crude oil and natural gas and the price and volatility of crude oil and natural gas; pressures on commodity pricing; the impact of inflation; the continued business relationships between the Company and its significant customers; crude oil transport, pipeline and LNG export facility approval and development; that all required regulatory and environmental approvals can be obtained on the necessary terms and in a timely manner, as required by the Company; liquidity and the Company's ability to finance its operations; the effectiveness of the Company's cost structure and capital budget; the effects of seasonal and weather conditions on operations and facilities; the competitive environment to which the various business segments are, or may be, exposed in all aspects of their business and the Company's competitive position therein; the ability of the Company's various business segments to access equipment (including spare parts and new technologies); global economic conditions and the accuracy of the Company's market outlook expectations for 2023 and in the future; the impact, direct and indirect, of the COVID-19 pandemic and geopolitical events, including the war in
Although Western believes that the expectations and assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed on the forward-looking information as Western cannot give any assurance that such will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, volatility in market prices for crude oil and natural gas and the effect of this volatility on the demand for oilfield services generally; reduced exploration and development activities by customers and the effect of such reduced activities on Western's services and products; political, industry, market, economic, and environmental conditions in
The forward-looking statements and information contained in this news release are made as of the date hereof and Western does not undertake any obligation to update publicly or revise any forward-looking statements and information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Any forward-looking statements contained herein are expressly qualified by this cautionary statement.
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