11/19/2025

speaker
Operator
Conference Operator

day and thank you for standing by. Welcome to the CERN's fourth quarter 2025 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there'll be a question and answer session. To ask a question during the session, you'll need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To explore your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to turn the conference over to your speaker for today, Kate Hickman. Please go ahead.

speaker
Kate Hickman
VP of Corporate Communications and Investor Relations

Hello, everyone, and welcome to CERNS' fourth quarter 2025 conference call. I'm Kate Hickman, VP of Corporate Communications and Investor Relations. Before we begin, I would like to remind you that this call may involve certain forward-looking statements. Any statements that are not statements of historical fact, including statements related to our expectations, anticipations, intentions, estimates, assumptions, beliefs, outlook, strategies, goals, objectives, targets, and plans, are forward-looking statements. CERADS makes no representations to update those statements after today. These statements are subject to risks and uncertainties. which may cause actual results to differ materially from such statements and expectations, as described in our SEC filings, including the Form 8K with the press release preceding today's call, our most recent Form 10Q, and our Form 10K filed on November 25, 2024. In addition, the company may refer to certain non-GAAP measures, key performance indicators, and pro forma financial information during this call. Please refer to today's press release for further details of the definitions, limitations, and uses of those measures and reconciliations of non-GAAP measures to the closest GAAP equivalent. The press release is available in the investor section of our website. Joining me on today's call are Brian Kurzanich, CEO, and Tony Rodriguez, CFO. Please note that slides with further context are available in the investor section of our website. Before handing the call over to Brian, I would like to mention that we will be participating in the Raymond James TMT and Consumer Conference on December 8th and the Needham Growth Conference on January 13th. In addition, Sarens will also be exhibiting at CES in Las Vegas from January 6th to 9th. Now, on to the call. Brian?

speaker
Brian Kurzanich
CEO

Thank you, Kate. Good afternoon and welcome, everyone. I'm excited to speak with you today and reflect on my first full year as Sarens' CEO. It's been a great year for the Sarence team and our customers, and I couldn't be happier with the performance. Over the past year, we've strengthened the financial and operational foundation of the company and significantly increased positive cash flow generation, beating nearly every metric and putting us on a solid ground for executing on our future growth plans. We've made significant progress with our XUI platform, including meeting all our technology milestones while driving strong customer interests and adoption. We paid down $87.5 million of our debt using cash on hand while maintaining our cash position for the future. And we secured our first successful outcome in our efforts to protect and monetize our intellectual property. As a result, we believe that CERNS has the right foundation for long-term sustainable growth in fiscal 26 and beyond. All of this has led us to posting strong results for this quarter. Again, delivering above the high end of our guidance range with revenue of $60.6 million and adjusted EBITDA of $8.3 million. And importantly, We generated strong free cash flow of $9.7 million. For the full fiscal year, revenue was $251.8 million. Adjusted EBITDA was $48.1 million. And free cash flow grew almost threefold year over year to $46.8 million. PPU increased to $5.05 for the trailing 12-month period, up 12% from the same period last year. Tony will provide further details on our results later in the call. As you've heard us discuss in recent quarters, we are deeply committed to monetizing our intellectual property and protecting it against infringers. Last month, we resolved our suit with Samsung, which, among other things, resulted in Samsung agreeing to pay CERN a one-time lump sum payment of $49.5 million. This payment is pursuant to a confidential cross-license agreement with Samsung, which limits our ability to provide specifics. Nevertheless, we believe that it's an important milestone in our strategy and a proof point for the broad applicability of our technology across different industries and verticals. I'd also like to share a bit more about our approach to IP monetization and how it fits into our long-term strategy. While we always prefer to enter licensing deals without resorting to litigation, we expect to take all necessary steps, including litigation, to ensure that we receive fair value for our foundational IP. And this is why we currently have actions against Apple, TCL, and Sony, among others. And we have a multi-year roadmap of potential future actions and are consistently evaluating if new lawsuits are warranted. We believe IP monetization will be a continuing, ongoing revenue stream in the future. It will help to support our non-automotive business growth. The payment under the Samsung licensing agreement, as well as the expected costs related to our other active suits are incorporated into our fiscal year 26 guidance, which Tony will discuss. It's important to note that the process for these lawsuits is long. So as we move through the fiscal 2026, we will keep you apprised of any important updates. Now, taking a moment to look back at Q4, we continued to make progress on our three key deliverables, advancing our AI roadmap, growing our business with the new and existing customers, and continuing our transformation and cost management initiatives. First, in terms of advancing our roadmap, we continued our development of Saren's XUI with the additional of several new languages and ongoing advancements of our core tech and audio AI solutions, which are the basis for the XUI experience. We also hosted another successful demo at IAA in Munich in September, where we showcased our flexible agnostic approach, partnering with SEMA.AI as well as MediaTek to bring advanced low-power conversational AI to vehicles. We also furthered the advancement of our agentic AI strategy, partnering closely with Microsoft to roll out a mobile work agent that enables people who choose to work in the car to do so more safely and securely through voice-first access to Microsoft 365 Copilot, Teams, Outlook, and OneNote. With XUI's automotive-grade agentic architecture, the mobile work agent can seamlessly and proactively orchestrate between co-pilot and other domains like navigation to enable a cohesive and context aware user experience. Through our partnership with Microsoft, we're turning the car into a trusted device, something that we believe our competitors cannot deliver. Looking forward to 2026, we're gearing up for our next big milestone. CES in Las Vegas, where we'll continue to showcase the latest innovations in CERN's XUI and our core tech. We'll also demonstrate new AI agents focused on vehicle service and dealerships, part of our strategy to expand to other areas of the automotive ecosystem to drive additional revenue opportunities. In terms of customer adoption, We continued development of our two previously mentioned XUI customer programs, JLR and a brand within the Volkswagen Group. Both programs are on track and are expected to hit the road in 2026. We also continue to build the XUI pipeline with additional POCs with large global automakers, including some North American OEMs, where we are working to regain market share. Thus far, we're seeing positive momentum in converting POC programs to deals. Our second key deliverable is continuing to grow our business with new and existing customers. In Q4, we signed several important deals, including with Toyota to bring our Gen AI powered solutions into their vehicles, with Ford to expand the presence of our audio AI across their lineup and with an autonomous trucking company for our emergency vehicle detection solution. Other key wins in the quarter included BMW, Honda, and Great Wall Motor. We also saw nine programs start production in Q4, including BYD, Subaru, and Geely. Outside of automotive, we continue to operationalize our new strategy and distributor model with a focus on three key areas. First, expand our work with partners like Microsoft and Nvidia. Second, continue to double down on our work with distributors to grow in areas like voice-powered kiosk and logistics. And lastly, as mentioned, continue our IP monetization efforts. As a reminder, we believe the impact of our work to expand beyond automotive will be seen in our revenue and profitability in late fiscal year 2026 and beyond. And this is reflected in the fiscal 2026 guidance. Our third key deliverable is continuing our transformation and cost management initiatives. As you can see from our continued strong cash performance, we have driven real benefits from our work and are delivering it to the bottom line for our shareholders. Continuing our attention to cost, in Q4, we initiated a restructuring plan with respect to certain foreign operations intended to further reduce operating expenses and position for profitable, sustainable future growth. We expect to incur the majority of the restructuring expenses related to this plan and to complete its implementation in Q1. For the remainder of fiscal 2026, we will remain diligent and maintain our attention to cost management. In conclusion, we are incredibly proud of what our team has accomplished this quarter and in fiscal year 2025 as a whole. As we look to fiscal year 2026 and beyond, there are several key vectors for our ongoing growth. First, increasing adoption of CERN's XUI and driving greater penetration of our stack and existing programs, delivering increased PPU. Second, increasing the number of connected vehicles shipped, resulting in expansion of our connected services business. And third, growth in our non-automotive business towards the end of the year. This includes our IP monetization efforts, which we believe will continue to yield benefits and provide an ongoing revenue stream. And as a reminder, with most cases taking multiple years to reach resolution, this is a long-term strategy. We look forward to building on the strong foundation set in fiscal 2025 for long-term sustainable growth in fiscal 2026 and beyond. Now, while Tony will walk you through the details, we expect fiscal year 2026 revenue to be in the range of $300 to $320 million, marking a 23% year-over-year increase at the midpoint. And this reflects the patent license payment from our Samsung Cross license, as well as anticipated 8% growth in our core technology business, which excludes professional services. We expect professional services to shrink as our newer technology requires less time and engineering to deliver. And OEMs and Tier 1s continue to grow their internal capabilities. We expect adjusted EBITDA of $50 to $70 million and free cash flow of $56 to $66 million. We're motivated by all we've achieved in the last year. and believe we have an exciting path ahead of us as we transition into a new phase of growth for Sarence AI. I'll now turn it over to Tony to take you through the details.

speaker
Tony Rodriguez
CFO

Thank you, Brian. Good afternoon, everyone, and thank you for joining us today. We appreciate your time and continued interest in our company. Today, I will walk you through our Q4 and full year results, highlight the key drivers behind our performance, and provide guidance for the upcoming quarter and full fiscal year 2026. We ended fiscal 25 on a strong note, delivering results that exceeded expectations and reinforcing the momentum we've been building all year. As Brian mentioned, Q4 total revenue was $60.6 million, surpassing our projected range of $53 to $58 million. For the full fiscal year, revenue reached $251.8 million, exceeding our earlier expectations. This performance reflects broad-based strength across our business, disciplined execution, and continued progress in driving profitable growth during the year. Variable license revenue for the quarter was $31.6 billion, up 25% year-over-year, fueled by strong customer utilization solid in-period shipments, and a tailwind from favorable euro exchange rates. We had no material fixed license deals in the quarter or Q4 of last year. Importantly, we believe this continued shift toward recurring scalable usage-based models strengthens our revenue quality and visibility. For the full year, total license revenue grew 13%. a healthy expansion considering that we had lower fixed license contracts in the current year by about $8 million. Q4 connected service revenue came in at $14.2 million, up 17% year-over-year, reflecting a continued expansion of our connected install base. For the year, connected services revenue was $53.4 million, which compares to $133.4 million in fiscal 2024. So that prior year figure was an anomaly as it included a one-time $86.6 million non-cash benefit from a decommissioned legacy contract. Excluding that, Connected Services actually grew 14% year-over-year, which we believe shows a steady demand and growing recurring scale. Professional services revenue for Q4 was $14.2 million, down 18% year over year, as we continue to standardize our product offerings, streamline custom projects, and gain efficiency in implementations. Also, under applicable accounting rules, certain professional service revenue is deferred when it is included as a component of licensing pricing. For the full year, professional services declined 21% year over year, but was directionally consistent with our focus on higher gross margins. Gross profit for the quarter was $44 million, yielding a 73% gross margin, up from 64% in Q4 of last year, which we believe provides a clear demonstration of the improved mix towards technology revenue. Operating discipline remains a major focus. Q4 non-GAAP operating expenses were $38.3 million, down 3% year-over-year, reflecting strong cost control while continuing to invest in innovation and growth. For the full year, non-GAAP operating expenses were $146.1 million, down $28.5 million, or 16% from last year, highlighting the expected sustained benefit of our cost realignment initiatives. These efficiencies translated into robust bottom line performance. Q4 adjusted EBITDA was $8.3 million, well above our $2 to $6 million guidance range. For the full year, adjusted EBITDA reached $48.1 million, doubling our initial expectations when the year began. That is a powerful statement of execution, discipline, and scalability. Our gap net loss for Q4 narrowed to $13.4 million from $20.4 million for the same quarter last year. For the full fiscal year, gap net loss was $18.7 million. We also made significant progress on our balance sheet. During fiscal 2025, we reduced total debt by $87.5 million using cash on hand, and we ended the year with $87 million in total cash embarkable securities. We generated $9.7 million in positive free cash flow in Q4, our sixth consecutive quarter of positive free cash flow, and $46.8 million for the full fiscal year. We are confident in our liquidity position and believe that we will be able to continue funding strategic initiatives from operating cash generation. From a metric standpoint, we shipped approximately 11.7 million units for the quarter, an increase from 10.6 million in the prior year, fourth quarter. We also grew the number of our connected cars shipped by 14% on a trailing 12-month basis, underscoring the continued momentum in vehicle connectivity. Also on a trailing 12-month basis, 52% of worldwide auto production included CERNS technology, remaining in line with our historical penetration. Adjusted total billings were $236 million, an increase of 8.4 percent year over year. Our five-year backlog metric is currently approximately $1 billion, up slightly from where it was two quarters ago. As a reminder, our five-year backlog may not be indicative of future actual revenue. As previously discussed, when we look at total license shift, Proforma royalties is an operating measure we use representing the total value of variable licenses shipped in a quarter, including shipments from prior fixed licenses where revenue was previously recognized upon contract signing. We refer to shipments where revenue was recognized in a prior period as fixed license consumption. Our proforma royalties were $39.6 million, which were down slightly as compared to $41.9 million in Q4 of last year. Consumption of our previous fixed-license contract totaled $8.5 million this quarter, better than the same quarter last year by about 49 percent, and in line with expectations given the lower level of fixed contracts than in historical periods. This drops more of the pro forma royalties into revenue in the current period as compared to a year ago. Our PPU metric increased to $5.05 for the trailing 12-month period, up 12% from $4.50 for the same period last year, reflecting continued implementation of our improving pricing strategy and an increase in the adoption of connected solutions. Looking ahead, we believe 26 is shaping up to be an exciting year of growth and profitability. Again, as Brian mentioned, We expect total revenue in the range of $300 to $320 million. At the midpoint, this represents a 23% year-over-year increase. This includes a $49.5 million patent license payment, which we expect to account for as revenue finalized in Q1, a year-over-year comparable $22 million in expected new fixed license contracts, while absorbing modest headwinds from the anticipated continuing reduction of professional services revenue. At the midpoint, we anticipate high single-digit growth in our technology run rates across both variable license and connected services, underscoring durable demand and expanding recurring contribution. Operating expenses are expected to remain largely stable with an increase primarily related to legal costs tied to IP licensing. For the full year 2026, we expect adjusted EBITDA of $50 to $70 million, free cash flow of $56 to $66 million, and gross margins between 79 and 80%. For Q1 FY26, we expect revenue between $110 and $120 million, again, including the $49.5 million patent license payment, which we expect to account for as revenue. and roughly $8 million in expected fixed license contracts. Adjusted EBITDA is expected to be between $30 and $40 million. To summarize, fiscal year 25 was a year of strong execution, improving profitability, and sustained momentum. We exceeded our targets, strengthened our balance sheet, and positioned the company for a year of accelerating growth in fiscal 2026. Our 2026 outlook reflects not just higher revenue and margin expansion, but also the realization of the value of our strong foundational IP portfolio and continued growth from our recurring technology lines. We're confident in the resilience of our business built to drive ongoing innovation, customer success, and long-term shareholder value. Thank you again for your confidence and continued support. With that, I will now turn it back to Brian to close our remarks.

speaker
Brian Kurzanich
CEO

Thanks, Tony. In closing, we are pleased with our results this quarter and incredibly proud of what our team accomplished in fiscal year 2025. For fiscal year 2026, we're focused on three key priorities, driving top line growth, advancing XUI, and maintaining cost diligence. We believe we have an exciting path ahead and we look forward to sharing more on our Q1 progress and next quarter's call.

speaker
Operator
Conference Operator

We'll now open it up for questions.

speaker
Operator
Conference Operator

Thank you. As a reminder, if you would like to ask a question, please press star one one on your telephone. If you would like to remove yourself from the queue, press star one one again. We also ask that you please wait for your name and company to be announced before proceeding with your question. one moment while we compile the Q&A roster. The first question that we have today is coming from the line of Jeff Van Heen of Craig Hillam Capital Group. Your line is open.

speaker
Jeff Van Heen
Analyst, Craig-Hillam Capital Group

Great. Thanks for taking the questions, guys. A couple. Maybe you start with the IP side. Congrats on the win there. Just to be clear, was that flowing through at a pure profit? And then I'd probably get back into it, but I want to avoid any possible mistake. What is the assumption for 26 in terms of legal expense?

speaker
Tony Rodriguez
CFO

Hey, Tony. Hey, Tony. Thanks for the question. Yeah, a couple things on that IP side. So, yes, we expect that to float through revenue at a gross amount of $49.5 million. This first one that really we closed in our ongoing process to monetize our IP outside of automotive, We did this on a contingent basis with the attorneys, so those costs will be recorded in Q1 as well. And I'll give you some numbers in there. It was actually, I think, in our 8K as well. And it was an international customer, so there was also some withholding tax within Korea. So at the end of the day, that payment will flow through down to the bottom line. Again, anticipating that that would be in revenue in Q1. And the net amount would be minus roughly 24, called $24 million of legal cost and a bit of withholding tax as well.

speaker
Jeff Van Heen
Analyst, Craig-Hillam Capital Group

Okay.

speaker
Tony Rodriguez
CFO

Yep. That's helpful.

speaker
Jeff Van Heen
Analyst, Craig-Hillam Capital Group

And then your second question. Yeah. Was the ongoing legal. Yep.

speaker
Tony Rodriguez
CFO

Yeah, yeah. And so the way we're looking at this now is that, you know, we have an option of how we pursue these, right? And we believe that we will utilize our external legal costs to do it on more of an hourly basis to get a higher return kind of on these type of events. And accordingly, we're looking at the kind of mid-range of guidance about, you know, $7 to $8 million of additional legal costs this year. Good, good. And that's in our guidance, yes.

speaker
Jeff Van Heen
Analyst, Craig-Hillam Capital Group

Yeah. Very helpful. And then you talked about the ramp in interest in XUI and some ramping in the proof of concepts, the POCs. Can you just put a little finer point on that? Any quantification, any scope you can put around sort of the degree of increase in interest for that?

speaker
Brian Kurzanich
CEO

We have about, this is Brian, Jeff, we have about half a dozen POCs going on with different OEMs in various levels of the XUI platform. It's kind of a continuum XUI that has a variety of options and capabilities. And so that's kind of the number of companies that we're working with or partners that are looking at XUI right now. And then you saw we also announced several more chat pro and Seren's assistance add-ons this quarter and implementations.

speaker
Jeff Van Heen
Analyst, Craig-Hillam Capital Group

Great. Just two last, if I could sneak them in. One on the connected. Nice sequential pickup there. Any If I recall, there are several ways you can take that revenue. I could be mistaken there, but is there anything in there that is pull forward, true up, or what I would call sort of an unusual way of taking connected, or is that a clean number?

speaker
Brian Kurzanich
CEO

No, there's really only one way I know of, and maybe Tony has more, but it is always over the life of the contractor. So there's no pull forwards or unique accounting that's being done here. We take a look at... The total value of the contract, you look at the lifetime, they're anywhere from one to ten years. They're some that are as long as ten years. The average we've said in the past has been about three, stays that way still. And so we would break that revenue then out over that three-year period.

speaker
Tony Rodriguez
CFO

Yeah, and so, yeah, definitely is clean. I think you're right. You follow this enough to know that You know, in the case of where we get a billing, where we, you know, we continue to monitor activity within the Connected side, and if we believe that we work with our OEM and there was any potential underreporting, if we get catch-up billings within Connected, we will, you know, that relate to past services, we will recognize some of that. But this quarter was really none of that.

speaker
Jeff Van Heen
Analyst, Craig-Hillam Capital Group

Okay, great. And congrats on that.

speaker
Brian Kurzanich
CEO

That's not unique about connected. Those true-ups are just, it's volume related, right? And sometimes it takes a while for us to get all of the volumes correct between the OEMs and ourselves. Correct.

speaker
Jeff Van Heen
Analyst, Craig-Hillam Capital Group

Yeah, no, totally understood. And maybe last then, just on the, you've talked about sort of the non-automotive opportunities ramping in the out year. Maybe just spend a second there and sort of help us rank order top one, two, three opportunities in the non-automotive bucket.

speaker
Brian Kurzanich
CEO

Sure. You know, again, I put our IP monetization in that bucket as well, right? We set in here, we have other suits going on, and, you know, we have a multi-year large list of opportunities in that space. And really, you have to take a look at that. Those are mostly us getting paid for our technology in non-automotive space. In fact, it's all that, right? Including the Samsung one is non-automotive revenue. So I do want to clarify that. That is using our technology in a non-automotive space that we are getting paid for and should have been paid for. We'd always prefer to just do a standard license, but we'll defend it in other words. The other spaces for the non-automotive, I tell you the first one is the kiosk. We actually did an implementation this last quarter in South America with a bank implementing voice into the kiosks. We have several other POCs going on with kiosks and various types of applications moving forward. So I'd say that's the first priority or the first opportunity that's coming due. Then we have, we've talked about it in the past, what we call VINI, which is our phone answering chat service that can be implemented. We're targeting, again, spaces that we know. So we're looking at dealerships and automotive space. Basically, you can answer phones, make appointments, do things for your CRM or your service base. There's also other applications with OEMs in that space as well, answering a lot of their calls since we already ingest all of the owner's manuals. So those would be the first two that I'd tell you that are near term and the products are ready. In fact, those will be at CES in demonstration mode. So you'll be able to come see those at our booth in CES.

speaker
Jeff Van Heen
Analyst, Craig-Hillam Capital Group

Thanks so much. Appreciate it.

speaker
Brian Kurzanich
CEO

Thanks.

speaker
Operator
Conference Operator

Thank you. One moment for the next question.

speaker
Operator
Conference Operator

Our next question will come from the line of Mark Delaney of Goldman Sachs. Your line is open.

speaker
Will Long
Analyst, Goldman Sachs

Good afternoon, everyone. This is Will Long for Mark Delaney, and thank you for taking our questions. So my first one is for the 8% growth in the core business in fiscal 26 that you expect, how does that break out between units and content step-up?

speaker
Tony Rodriguez
CFO

Hey, Will. Thanks for the question. So, you know, again, a couple things to think about as, you know, in that 8%. When we think about that 8% core technology, we're thinking that core license revenue and core connected, right? And as we think about the latter, they're connected, you know, we think about, you know, the additional billing. Billings for connected has been growing over the last, you know, year and a half, two years. And then that gets amortized over the subscription period, right? So we're seeing those increased billings continue to amortize and grow that number. And we expect that growth related to increased billings in 2026. And then the amortization of the previous billings that are in deferred revenue. So we've been growing deferred revenue and then amortizing that. So that's roughly 8% or 9% in the connected side. And similarly, a similar percentage in license, though it's a little bit different. As we've discussed in the past, we've continued to decrease the fixed license revenue over the last two years or so. And what that means is more of the variable licenses actually drop down into revenue in periods. So because of those decreased fixed licenses over the last couple years, what we're seeing is that Overall pro forma revenue will likely be fairly flat, but more of it will be in-period revenue for those shipments. That's about half of that growth. And then the other half would be coming from additional price and volume out of the licenses.

speaker
Will Long
Analyst, Goldman Sachs

Thank you for the color there. No, that was helpful. Thank you. And just one follow-up question, but So can the company share an update on the competitive landscape, especially with new AI systems coming to vehicles, as illustrated that you saw with GM and Gemini? So can you just give us an update on what you're seeing across the competitive landscape? Thank you.

speaker
Brian Kurzanich
CEO

Yeah, I'd say, you know, the competitive landscape hasn't necessarily changed dramatically from the standpoint of who our competitors are. right? You know, there aren't, we're not seeing anything new or unique. What we would say is that, you know, more and more of the technology is becoming large language model based. And, and you're seeing more and more agentic AI in the products. And that's driving you know, the competition more than, I'd say, new players or new additions. So it's the same ones, and I tell you, you know, we've talked about them in the past. Google's there. Amazon's there. Those are the big two that we're usually competing against.

speaker
Operator
Conference Operator

Thank you.

speaker
Operator
Conference Operator

Thank you. At this time, if you would like to ask a question, please press star 11 on your telephones.

speaker
Operator
Conference Operator

And I'm not showing any more questions in the queue, so I'd like to turn the call back over to Brian for closing remarks. Please go ahead.

speaker
Brian Kurzanich
CEO

Yes, thank you. So again, I would just like to thank everybody. Those were great questions, and I appreciate everybody's time. We're really excited about the results we had for both Q4 2025, but full year 2025. And we're feeling like we really have set the foundation for growth as we go into 2026. And we look forward to talking with you guys at the end of the first quarter here. and showing you great results again and laying out more and more of our strategy for 2026 as we move forward. So thank you very much for the call today, and we look forward to talking to you again later on.

speaker
Operator
Conference Operator

Thank you all for participating in today's conference call. You may now disconnect.

Disclaimer

This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

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