First Western Financial, Inc.

Q2 2024 Earnings Conference Call

7/24/2024

spk00: Good day, everyone, and thank you for standing by. Welcome to FIRST Western Financial Second Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To participate, you will need to press star 11 on your telephone. You will then hear a message advising your hand is raised. To withdraw your question, simply press star 11 again. please be advised that today's conference is being recorded. I will hand the call over to Tony Rossi of Financial Profiles.
spk01: Thank you, Carmen. Good morning, everyone, and thank you for joining us today for First Western Financial's second quarter 2024 earnings call. Joining us from First Western's management team are Scott Wiley, Chairman and Chief Executive Officer, Julie Korkamp, Chief Operating Officer, and David Weber, Chief Financial Officer. We will use this slide presentation as part of our discussion this morning. If you have not done so already, please visit the events and presentations page of First Western's Investor Relations website to download a copy of the presentation. Before we begin, I'd like to remind you that this conference call contains forward-looking statements with respect to the future performance and financial condition of First Western Financial that involve risks and uncertainties. Various factors could cause actual results to be materially different from any future results expressed or implied by such forward-looking statements. These factors are discussed in the company's SEC filings, which are available on the company's website. I would also direct you to read the disclaimers in our earnings release and investor presentation. The company disclaims any obligation to update any forward-looking statements made during the call. Additionally, management may refer to non-GAAP measures, which are intended to supplement but not substitute for the most directly comparable GAAP measures. The press release available on the website contains the financial and quantitative information to be discussed today, as well as the reconciliation of the GAAP to non-GAAP measures. And with that, I'd like to turn the call over to Scott.
spk05: Thanks, Tony, and good morning, everybody.
spk04: During the second quarter, we continued to prioritize prudent risk management and conservative approach to new loan production, which resulted in our balance sheet remaining relatively flat during the quarter. At the same time, we continued to execute well on our strategic priorities and had positive trends in a number of key areas. We continued to maintain disciplined expense control, which resulted in non-interest expense declining from the prior quarter. We continued to add new deposit relationships, and our largest non-interest income generating businesses, wealth management and mortgage banking, continued to perform well and make strong contributions to our revenue. Notably, our performance grew stronger as we moved through the quarter, and in June we had increases in both loans and deposits, and we saw an increase in our net interest margins. In terms of asset quality, we continue to make progress on resolving our largest non-performing assets and foreclosed on two of the properties we have as collateral during the quarter. We experienced a decline in past two loans while having net recoveries in the quarter. As we indicated in the past, when we do see a loan move from non-performing status due to specific issues with a particular borrower, it rarely results in a meaningful level of loss due to the strong collateral we require, typically also including multiple forms of repayment and personal guarantees. Moving to slide four, we generated net income of 1.1 million, or about 11 cents per share, per diluted share in the first quarter, and pre-tax, pre-provision net income of 3.7 million. On a pre-tax, pre-provision net income basis, our financial performance was consistent with both the prior quarter and the same period last year. With our prudent balance sheet management, we had a further increase in tangible book value per share this quarter. Now I'll turn the call over to Julie for some additional discussion on our balance sheet and trust and investment management trends. Julie?
spk02: Thank you, Scott. Turning to slide five, we'll look at the trends in our loan portfolio. Our loans held for investment decreased 20 million from the end of the prior quarter, but as Scott mentioned, our loans held for investment increased during the month of June. We continue to be conservative and highly selective in our new loan production, but we did see a higher level of loan production in the second quarter, with total loan production increasing to 50 million, up from 31 million in the prior quarter. Most of our new loan production is coming in the areas of commercial loans and residential mortgages, where we are also getting deposit relationships. Our level of payoffs were relatively consistent with the prior quarter and higher than our level of loan originations, which resulted in the decline in total loans. We continue to be disciplined and we are maintaining our pricing criteria. This resulted in the average rate on new production being 8.35% in the quarter. which is higher than the average rate of our payoffs, which resulted in the turnover in our loan portfolio being accretive to our average yield on loans. Moving to slide six, we'll take a closer look at our deposit trends. Our total deposits declined during the quarter as we saw outflows primarily driven by seasonal tax payments, operating account fluctuations, and clients using liquidity for their strategic investments. However, on an average basis, Our deposits are up $39 million compared to the second period of 2023 due to our deposit gathering efforts over the past year. We continue to have success in new business development and added $22 million in new deposit relationships during the second quarter. We had the largest growth in time deposits during the quarter, which was primarily related to clients moving money into time deposits from lower yielding deposit accounts due to their desire to take advantage of the higher for longer interest rate environment that we are in. Turning to trust and investment management on slide seven. We had 129 million decrease in our assets under management in the second quarter, driven by asset withdrawals and custody accounts that have minimal impact on trust and investment management fees. However, we have seen an increase in AUM of 8% over the past year. Now I'll turn the call over to David for further discussion of our financials. David?
spk07: Thanks, Julie. Turning to slide eight, we'll look at our gross revenue. Our gross revenue decreased 2% from the prior quarter, but was up from the average of our prior three quarters. We saw positive trends in NIM and mortgage fee income in the quarter. Now turning to slide nine, we'll look at the trends in net interest income and margin. Our net interest income decreased 1.9% from the prior quarter, primarily due to lower levels of interest bearing cash. We continue to see more stability in our NIM, which increased one basis point from the prior quarter to 2.35%. As Scott indicated earlier, we saw an increase in our NIM during June, and we expect to see continued expansion in our net interest margin over the second half of the year. We are seeing an increase in our average yield on interest earning assets primarily due to new loans coming on the books at higher rates than the loans that are paying off. We added some overnight borrowings to offset the deposit outflows that occurred during the quarter. We plan to reduce these borrowings as deposit balances build back up again. Now turning to slide 10. Our non-interest income decreased 4.2% from the prior quarter, but was up 29.6% from the average of the last three quarters of 2023. Our largest sources of non-interest income, trust and investment management fees and net gains on mortgage loans, continue to make strong contributions, but they were offset by a decrease in bank fees. Our net gain on mortgage loans increased from the prior quarter due to a higher level of production resulting from the addition of MLOs earlier in the year, as well as an increase in home buying activity that we are seeing in our markets. Now turning to slide 11 and our expenses. Our non-interest expense decreased to $19 million, primarily due to a lower level of professional service fees as we continue to make progress on the resolution of our non-performing loans. our efficiency ratio is back trending in the right direction. For the next few quarters, we expect non-interest expense to be relatively consistent with the main variable being the level of incentive compensation, which will be dependent upon our financial performance. Now turning to slide 12, we'll look at our asset quality. Our non-performing assets increased slightly to $49.3 million. The increase was due to the foreclosure on two properties held as collateral, which are now held in OREO, that more than offset the resulting decrease in non-performing loans due to a participated balance. We continue to make progress on our large workout relationship, as we had previously discussed. In addition, we had a decline in past due loans and had a small amount of net recoveries in the quarter. With the decline we had in loans and the provision recorded in the quarter, our level of allowance to adjusted loans increased 12 basis points to 1.12% at June 30th. Now, I'll turn it back to Scott.
spk04: Scott? Thanks, David. Turning to slide 13, I'll wrap up with some comments about our outlook. While economic conditions remain uncertain, we'll continue prioritize prudent risk management and a conservative approach to new loan production. In addition, we continue to make progress on resolving the credits that were placed on non-performing status over the past few quarters. Notably, our past new loans have continued to decline over the past two consecutive quarters. We'll also continue to focus on maintaining disciplined expense control and developing new deposit relationships. We're benefiting from the strength of the franchise we've built As we open new positions in the organization, we're seeing good opportunities to upgrade our banking talent. These new additions, along with strong execution across our entire organization on our business development initiatives, are positively impacting our pipelines in all areas of the business, including loans, deposits, mortgage banking, and investment management. We're also in the process of reorganizing our investment management business to improve its performance and business development capabilities. Based on the positive trends we're seeing, including the expansion and edge to margin, we expect to generate a higher level of profitability in the second half of the year. We also continue to maintain very strong balance sheet. With the increases we're seeing in our capital ratios and improvement in our asset quality, we have the ability to consider additional options for capital use. This led to the authorization of the stock repurchase agreement that we announced in June. We did not repurchase any shares during the second quarter, but we do have a 10b-5-1 plan in place now. We believe that repurchasing our shares will be in the best interest of shareholders. With that, we're happy to open the call to take your questions. Carmen, please open up the call.
spk00: Thank you. And as a reminder, if you do have a question, simply press star 1-1 to get in the queue. And to remove yourself, press star 1-1 again. One moment for our first question, please. And it comes from the line of Woody Lay with KBW. Please proceed.
spk09: Hey, thanks for taking my questions. I wanted to start with credit. As expected, there was some movement from NPL to Oreos. Could you just remind us where NPA exposure stands to that one larger relationship and any updated thoughts on timing around potential resolution?
spk04: Yes. We have just under $30 million of NPL on that one credit, plus a specific reserve of 8.2, of which 2.4 million of that was put on in Q2. With respect to the timing of the other property sales, you know, we had said that this was going to play out over the course of 2024, which it is. You know, there's a whole sausage making process here that's well underway but is nevertheless, you know, full of sausage making. We started out with seven properties that we've talked about. We now have four remaining. Two of them are in Oreo and are being listed and sold during the second half of the year, I hope. There's another property that's scheduled to be auctioned off in the first half of August, and that's on track and something we've anticipated all along. And then the timing of the sale of the last property is uncertain right now. We're not sure how that's going to play out.
spk09: Got it. So have your thoughts on the potential, uh, loss content changed at all, given the increased provision or was this just sort of a move out of, you know, out of abundance of, uh, caution?
spk04: Well, one of the property, one of the seven properties had a new issue that popped up in Q2 with a clouded title and litigation. And that led us to book a zero value for that property.
spk09: in our expectations that we don't want to take further risk on that and we will not have a recovery from that so that was really what drove the specific reserve increase on that relationship all right uh thanks for the color there maybe shifting over um to the net interest margin sounds like it it saw a little bit of improvement throughout the quarter could you just talk through your expectations on the nim for the back half of the year
spk04: Sure. You know, I'll give it a try. And Julie and David, if you guys want to add extra color, please go ahead. You know, on the two sides of the drive down on loans and deposits, you'll start with loans. I mean, we're seeing a fair amount of competition on loan pricing. And, you know, we still think that there's a possibility of a rate cut. in the second half of the year. So we're thinking that our net interest margin will slowly improve, but it currently appears that our return to a more normal NIM is going to take some time, which is, again, I think in line with what we've talked about before. Our loans that we did do in Q2 came on our books at an average rate of 8.3%. Is that the right number, David? 8.35%. So we are getting a nice yield on the new loans that we're booking, although we're hearing stories from our front line about people out there doing five-year fixed rate commercial real estate loans that start with a 6%. Start with a number the 6% range. So, I mean, you know, there's definitely things that we're certainly not going to be doing on the loan side of the deposit side, you know, The cost of funds for the quarter was 347 across the deposits technically was 347 spot rate for June 30 was 346 so you know It's not really a big improvement, obviously, but it is an improvement, and I think if you look back now several quarters, you see kind of a very nice trend line in terms of it slowing, NIM improving, and NIM compression slowing and then improving now in this quarter, which again is in line with what we had guided to in Did I miss anything important there, David or Julie? No, all fair.
spk09: All right, thanks for taking my question.
spk00: Thank you. One moment for our next question. It is from the line of Matthew Clark with Piper Sandler. Please proceed.
spk08: Hi, this is Adam Kroll on for Matthew Clark. I guess my first question, I was wondering if you happen to have this NIM spot rate for June?
spk07: David, do you want to go through that? Yeah, we saw a slight improvement in NIM in June 236 versus 235 for the quarter.
spk08: And then switching to expenses, those came down this quarter. And I know you guys are focused on continued investments in talent and technology. So I was just wondering how we should think about the expense run rate going forward.
spk04: You know, we have talked about our expenses being in the $19 million range each quarter this year. And I think that's about where we landed in Q2. We have had quite a bit of success bringing on production new hires, but that's largely by replacing open positions and the efficiencies that we've got on the back office, middle office side, and putting that into new production. We've hired 14 additional front office people that are producers here in the first half of the year, adding to our teams in Jackson, Boulder and Fort Collins in particular, we've also added five new MLOs so far this year. So I feel like we've done a really nice job of, you know, on one hand, controlling expense and on the other hand, adding production capability that's really going to pay out, I think, in the second half of the year.
spk08: Got it. That's super helpful. I guess my last question is, it looks like there was some ongoing deposit remix this quarter and was just wondering if there was an update on flows you're seeing on the deposit side and any expectations going forward, particularly within non-nature sparing and if you're seeing sort of stabilization in your deposit base.
spk04: Yeah, you know, as we had previewed, you know, we usually see on deposit declines in Q2. And we did still see some outflows of noninterest bearing deposits in Q2, as you pointed out in your question. But with the new production leaders that we've added in several of these markets now, we expect to see an increase in operating company deposits, which would help offset some of the outflow. And we're expecting stable to improving deposit pace over the course of the second half of the year. Got it.
spk08: Thanks for taking my question.
spk04: Yeah, the Piper questions there, was that Adam that was asking?
spk08: Yeah.
spk04: Yeah, okay. Yeah, thanks, Adam.
spk08: Thank you.
spk00: Thank you. One moment for our next question. and is from the line of Bill Desalem with Titan Capital Management. Please proceed.
spk06: Thank you. I'd like to circle back to your recent comment here that you hired 14 new producers this year. Would you please go into a bit more detail about those? What's the net new number and are all of those 14 producers or some of the support around producers?
spk04: I if you look at our number of production people that we had producers last year, you know, we're up 24% year to date versus our Total last year. So these are net new producers. Now, some of them in this may be going too far down the rabbit hole bill, but some of them are Vacancies that we've had, frankly, for years. You know, we promoted our Boulder market president to be a regional president, and he's been very effective in that job. That's been a great move for us and for him. But he's been doing double duty as the Boulder market president. We were able to attract a very strong Boulder market president who's one of those 14, just as an example. who is a longtime leader in the market that was leading in other banks' efforts there. And so, as I said before, I mean, we just have really, we feel really good about these people that we're bringing in now, including our new market president, Boulder, and some of these other places where we've added senior people, I think can really help move the Dow for us.
spk06: Scott, you'd mentioned that some of these positions have been open for a long time. Is it a coincidence that a number of these long-time open positions are now being filled? Is it a culmination of just having worked on filling these positions for a long time? Or is there something loosening in the market with competitors that's leading to it being easier to hire or those prospective candidates being more interested in making a move?
spk04: Yeah, you know, that's a great question, and I'm not 100% sure of the answer. I do believe that there is turmoil in our markets today that we really haven't seen over the last couple of years, and that that's creating opportunity to bring new people in. And if you look kind of anecdotally at each of the 14 stories, that seems to bear out, I'm not sure. I can tell you we had our semiannual day-long summit with all of our managers in the company here over the last day and a half. And there's a very positive tone with those folks, the front office ones in particular. And I think, you know, when I would say I think that there's a lot of turmoil in the market and this is a good time to be, you know, upgrading our talent, People seem to agree with that. I didn't get any pushback on that, so I do think it's more in your question, the latter than the former, but we'll have to see how it goes the rest of the year. I'd love to be six months from now talking about additional talent that we've been able to attract to build our organic growth story in 2025. Great. That's really helpful. Julie's looking like she's got something to add there.
spk02: I was just going to add, Bill, that I think First Western has a differentiated story to tell, too, and more and more our name is getting out there with talent but also clients, prospects, as a place that has high-quality relationships and that's on both sides of the equation on the client and the associate side. As an add-on to that comment, I think that we're getting known a little bit more in the market as a great place to work as well.
spk06: Great. Thank you. And then relative to mortgage, you've seen a nice uptick there. And the commentary in the market for the national market, and I recognize that you are not in across the entire country, but is that the mortgage business is pretty – pretty stagnant and a fair amount of disappointment in terms of the numbers. Is what I am seeing with the national numbers just being skewed by the normal seasonality or are you seeing something different in your marketplace or maybe with specifically your MLOs that's leading to this uptick that you've seen, which kind of on the surface looks like a bit of a rebound for you.
spk04: Yeah, I would say it's a lot more than a little bit of a rebound. It's been a really nice rebound, and it's flipped us from, I think we had six months last year where we lost $250,000 or more in contribution, and we've had really nice I think $150,000 or more coming out of mortgages over the last four months now. So definitely, I mean, again, I'm not sure how much of that is national trends or trends in our market or whatever, but it's certainly happening in our market. If you look at the reasons why, though, it's not just, you know, manna from heaven here. This is, you know, part of a concerted effort by us to support our mortgage team in making and then build our mortgage team. And we've added five more MLOs, mortgage loan officers, in the first half of the year, which are bringing additional production. And that's going to accelerate in the second half of the year. When they're new, it takes them a little time. And we also have just opened two new MLO loan production offices in the last week or two, I think, now. One in northern Colorado, one in in southeast Wyoming that I think are going to be very helpful to those new folks in building their production. So I think it is a combination bill of a little bit lower rates, a little bit better activity in mortgages, I think some nice work by the mortgage team here under Julie's leadership, and then also hiring these new MLOs.
spk02: Which we're continuing to do. That was one of the reasons for the office opening is attracting more MLOs.
spk06: And relative to your pipeline of new MLOs, do you anticipate being able to hire an equal number or more in the second half? So five or more?
spk02: You know, it's hard to forecast and tell, but we have plans. Our goals are that, to do the same amount of new hires in the second half of the year. So we'll see how that plays out.
spk06: Great. Since we're talking about a pipeline of humans, let's jump to the 14 new producers on the non-mortgage side of the business. Do you think you can repeat that in the second half?
spk04: I don't know the answer to that. I think that, you know, as I said, we've had this meeting here last day and a half of all the senior people and I have definitely tasked our senior leaders to look for the top talent in the market and let them know we're open for business. You know, I think a lot of banks are being cautious right now and I think there's a lot of turmoil in our markets. We have some new acquirers that have come to town that are going to have their deals approved, I think, over the next six months or something like that. And that just creates a lot of opportunity with clients and top talent to be unsettled. And I want our people to be focused on that. And if that brings some more new people here, that would be terrific. Great. Thank you both for the time. Thank you, Bill.
spk00: Thank you. Our next question comes from the line of Ross Haberman with RLH Investments. Please proceed. Good morning, all.
spk03: Just a couple of questions. I got on a bit late. I'm sorry if you mentioned this. The additions to your non-performers, these two pieces of collateral that you took back, did you say you think you're pretty well secured against those?
spk05: The two pieces of collateral, yes, is the short answer.
spk04: The two pieces of collateral, it's the same stuff we've been talking about for a year or however long it's been. And, you know, having them as collateral is a plus because now we can control it and we can sell it. And so we control it and we're going to sell them.
spk03: I got it. Anything else in the criticized or delinquent that you're concerned about today that you're losing sleep about or basically what we did, these are the main items which you laid out here.
spk04: Yeah, so you know that's a great question. We talked a little bit about it in our prepared remarks and in the deck, but I think you know the headlines to me on that are that the top line number of whichever one you want to use, NPL or NPA, is not a number we're happy about, but it really is driven by the one credit that we've been talking about. We've been talking about these two credits now for the last six quarters, and one of them is written off. So any further news on that one is going to be positive because it's going to be a recovery if there's news, and so now we're down to one, and that one we said was gonna be a workout project, and it is a workout project, and it's proceeding more or less like we thought, and I would say that with a little luck, we'll be out of that by the end of the year, and if not, maybe it spills a little bit into next year, but generally, I think that that is showing up in the numbers with a declining NPA trend. Now, you know, that went backwards in Q2 for the reason we talked about where the value of the Oreo that we brought on was higher than the loan balance. So that had the effect of increasing NPAs. But that's sort of a good problem in a way. And, you know, we'll sell that and the NPAs will come down and the NPLs will continue to come down as we work out that loan. Could, excuse me, Russ, one more point. Other, all the other credit metrics that we follow are showing positive trends. So, I think that was the other half of your question. Sorry. Go ahead.
spk03: Could you tell me how much expense was incurred in terms of dealing with all these non-performing assets as part of the non-interest expense number for the quarter?
spk04: I don't know the total of that, but maybe Julie or David do. You know, it's a non-zero number of time and effort that it takes. Right. And, you know, frankly, as we went through the second quarter, I think that did come down. And as we go through the year, I think that will continue to come down You know, it's interesting, if you look at criticized and, while they're looking, I'll give you more data on the positive trends. If you look at criticized and classified during the second quarter, they were below the prior three quarter ends and the trending down was about 80 million total in 331 and about 60 million total in 630. So, you know, I think that, as I said, the underlying We talked in prepared comments about our past dues being down significantly over the last couple of years.
spk03: I was just wondering if that ongoing sort of expense is material. That's sort of what I'm getting at.
spk07: Yeah, between our legal fees and, you know, other workout costs that come with those efforts, it was about $300,000 for the quarter.
spk04: Okay, got it.
spk07: Okay.
spk04: We're down from Q1, David. Absolutely. Okay. Okay.
spk02: That doesn't include the opportunity cost once you get off those non-earning, interest-earning assets off the books and can deploy those into interest earnings. So that's a not immaterial number either. These are things that we're working heavily to get off the books because of the, you know, inherent cost of them.
spk04: That was actually a surprising number when Julie first pointed that out six months ago or something. If you had all those NPAs turned into interest-bearing assets, it's a meaningful EPS uptick.
spk03: You had some, I think it was some new offices or lending offices in Bozeman and in Arizona. How are they faring?
spk04: So they're full service offices. Bozeman office, is making really nice progress. I mean, that market continues to be full of opportunity. Our market president up there was here yesterday for those meetings that I mentioned and has a very positive outlook on the opportunity there. So that's going well. Arizona, you know, we've really retooled the staff there over the last, what, Julie, 12 to 18 months, something like that. And they're fully staffed in both of our locations there now. with really strong people. Part of this new production hiring that we've talked about is in Arizona. And I think the folks that are working on that here internally, the regional presidents, the market presidents, the local producers seem very positive on the outlook. So Arizona is making money, and it has for a long time. So I mean, that's fine. We'd like to see it do a lot better. I always like to remind our leaders there that if we had the same market share in Arizona, actually in the Phoenix MSA that we have in our largest market share market, which is Fort Collins MSA, we'd be $4 billion bigger. So I do think that there's a lot of opportunity in Arizona for us, and I feel like we're building a team there that can realize that.
spk03: And just one last question. Any large expenditures expected in the next quarter or two, I guess, besides the workout expenses for the non-performing assets?
spk04: I think the answer to that is no, but I can't resist the slow pitch here. And Julie, I'll start, and if you want to jump in and explain it better, please feel free. We have decided... that our tech platform is due for a pretty big rebuild and that we can probably save money in the process and after the process of doing that. So that involves changing the way our tech platform is hosted and changing our use of the core and modernizing the whole thing into the cloud and using FinTech And to do that, we had to rebuild the foundation. And that's 80% done, something like that, Julie?
spk02: The foundational build, yes.
spk04: The foundational build. And I think we're beginning to implement the middleware piece of it now. And we'll implement the bells and whistles part of it after that, which will be Q4, early next year, something like that. That'll start. So I think in future calls, we'll be talking about some of the efficiency gains there, and those will actually be definitely gains in terms of the efficiency and the effectiveness that we're delivering to associates internally and to clients, but also I think some nice overall cost saves as well. Thank you. She's shaking her head, nothing to add.
spk00: Thank you. And as I don't see any further questions in the queue, I will conclude the Q&A session and pass the call back to Scott for final comments.
spk04: All right, Carmen. Well, thank you. And thanks for everybody for joining today. Just, you know, in terms of concluding comments, I would say, you know, some of the headline numbers are challenging here. You know, we're not happy with the EPS and efficiency ratio, the asset quality numbers. But the year is progressing largely as we had expected and indicated earlier. and in line with our prior guidance. You know, in addition to the things we talked about and just a number of very positive underlying trends that we are seeing for the second half of the year, certainly saw it in Q2, we saw it in June, and we're seeing it so far in July as well, which we think are going to help us in Q3. Q4 and ultimately in 2025. And these include some of the things we've talked about, expense control, this includes new deposit relationships, improving fee income, asset quality improvements, better NAM outlook, new producers on board, favorable efficiency ratio trend, and bigger pipelines throughout the organization. So I think there is a positive story going forward, and we really thank everybody for dialing in today for your interest and for your support for First Western. Thanks again. Have a great rest of your day.
spk00: And thank you all for participating in today's conference. 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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