Nuvve Holding Corp.

Q4 2021 Earnings Conference Call

3/31/2022

spk01: Greetings. Welcome to Nuvi Holding Corp. Fourth Quarter 2021 Earnings Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to Eduardo Roy's Investor Relations. Thank you. You may begin. Thank you.
spk02: On today's call are Gregory Polan, Chief Executive Officer, and David Robson, Chief Financial Officer of Nuvi. Earlier today, Nuvi issued a press release announcing its fourth quarter and full year 2021 results. Following prepared remarks, we will open the call up for questions. Before we begin, I would like to remind you that this call may contain forward-looking statements. While these forward-looking statements reflect Nuvi's best current judgment, they are subject to risks and uncertainties that could cause actual results to differ materially from those implied by these forward-looking projections. These risk factors are discussed in Nuvi's filings with the SEC and in the earnings release issued today, which are available on our website. Nuvi undertakes no obligation to revise or update any forward-looking statements to reflect future events or circumstances. With that, I would like to turn the call over to Gregory Poilon, Chief Executive Officer of Nuvi. Gregory?
spk05: Thanks, Eduardo, and good day to all. Thanks for joining us today to discuss our results for the fourth quarter and full year 2021. The need for vehicle electrification and the benefits and possibilities of vehicle-to-grid technology are coming more into view with each passing day and seem poised to grow mainstream. Recently, many of you have likely heard the buzz around Ford and GM support for bidirectional charging and pilot programs with utility companies that will demonstrate the ability for vehicles to interact with the electric grid. The bigger TOEMs get it. As they prepare to launch an electric version of their flagship models, they want to be sure they are enabling those vehicles to capture and deliver the full value they are capable of as the world electrifies, and this includes vehicles to home. We see this development as a huge endorsement for Nuvi, raising awareness about the ability for EVs to send power back to the home and the grid. However, A vehicle capable of bidirectional charging does not on its own address the current challenge faced by the grid today for increased EV adoption. And vehicle-to-home, which allows an EV to power a home in the event of blackouts, and vehicle-to-grid are two different offerings. Bidirectional EVs are part of the solution, but they cannot solve the challenges posed to the grid on their own, nor do they improve EV economics, and this is where Nuvi comes into play. Through Nuvi's grid-integrated vehicle, or GIF platform, we're able to aggregate and provide power from EV at scale back into the grid by creating what we call virtual power plants, or VPPs, thereby integrating electric vehicles into the grid in the most efficient way possible. In doing so, we're able to generate revenue for the customers and thus lower the total cost of ownership, or TCO. And at Nuvi, our focus is first and foremost on fleet, given their particular focus on TCO. The opportunity provided to them by V2G is simple. A fleet vehicle has predictable needs and spends a predictable amount of time parked and thereby not being utilized. By intelligently integrating vehicles into the grid, we're able to turn EVs into economic assets that both generate revenues and save costs to the customers. In the process, They also help provide overall grid stability and resilience. This is something very tough to do and is a product of our company's dedicated focus on V2G since our funding 12 years ago. And it is something that big established companies in the renewable sector with multiple focus areas are not equipped to handle today. Of course, electric vehicles need to be prepared to be used for their primary use case, which is to transport people goods and services from point A to point B. Our cloud-connected technology makes sure that every vehicle on our platform has enough energy to charge for the next trip before it calculates how much capacity it can afford to sell back to the grid. And it ensures the vehicle is charging and discharging at optimal levels, all within safe battery warranty limits. The end result is that through our technology, we can, one, help lessen the burden on the grid that will be caused by the shift to electrification of transportation. two, increase the value of renewables, and three, flatten the load curve. Let me now turn to a recap of some of the key accomplishments in the fourth quarter and the full year 2021 before discussing a few recent developments and expectations that make us particularly excited for the year ahead. To recap the year, we completed our GO public acquisition just over a year ago and are incredibly proud of our advancements in the past 12 months. Key milestones that we achieved include the introduction last May of our V2G Hub model, which enables us to combine energy from multiple EV batteries to form virtual power plants and generate energy to be sold back to the grid. We took a big step towards putting this into practice in November when we announced our partnership with Bluebird to install hub infrastructure for up to 400 buses at the company's primary delivery facility in Georgia. We'll give you some updates in the near future about this project. Last May, we have also announced our Levo Mobility joint venture with Stonepeak and Evolve and disclosed that transaction in the third quarter. Levo allows us to deliver a turnkey fleet-as-a-service solution for fleet of all types of vehicles. And as discussed in our last earning call, we had several notable commercial wins in the fourth quarter, including one our partnership with Bulbox on the Iberia Peninsula, which gave us the entryway into the consumer-slash-residential vehicle-to-home market. two, a collaboration agreement with BYD and Nivo, and three, the V2G Hub announcement with Bluebird that I just referred to, all of which we discussed in more detail in our last call. Each of these developments are critical to building out our pipeline of projects and expanding our megawatt-hundred management, which I will touch on in a few minutes. Since the last running call, the momentum has continued to build. In February, we have announced a joint venture with 2021.ai to collaborate exclusively on the integration of their artificial intelligence platform with Nuvi V2G platform. 2021.ai platform handles the full lifecycle of artificial intelligence development and operation, and we believe this will bolster the predictive analytics capabilities of our products and services. As we continuously look to enhance our platform, we will always consider whether to build, buy, or partner. And this is one area where we believe partnering with those who are already experts in the field is most logical. A few weeks ago, we have announced a partnership with Swell Energy to offer combined solar, storage, battery, and intelligent EV charging for residential and commercial markets. Our vehicle-to-grid services, combined with Swell's distributed energy resource management system, plans opportunities for residential customers to establish a comprehensive home energy system. We believe this will open the door for us to engage with other solar and storage providers and continue to enhance Nuvi's overall value proposition. Turning now to our Levo Mobility JV for a few brief updates. Earlier this month, Levo announced a 10-year contract with the Troy School District in Troy, Illinois. The contract initially calls for the deployment of 76 chargers under a Transportation as a Service Agreement and provides NEVO with the right of first refusal to convert the school district's fleet of 64 school buses to zero-emission vehicles in as little as five years. We are incredibly proud of this deal as it marks the largest and first 100% planned zero-emission school bus fleet conversion in the Midwest. We expect to kick off with an initial deployment of chargers installation and infrastructure upgrades this summer before rolling out additional chargers with fleet conversion plans in 2023. Meanwhile, the leadership bench at Levo keeps getting deeper. Earlier this quarter, we announced the hiring of Levo's Chief Commercial Officer and Chief Operating Officer, and we recently hired a Chief Procurement Officer. Levo now has an established core leadership ready to capitalize on increasing appetite from our turnkey fleet as a service offering. Lastly, and more broadly than newbie, We continue to be excited about the $5 billion that will be made available to build out a national electric vehicle charging network and new infrastructure flow. We have made a tremendous amount of progress across our business and achieved many important milestones over the past 12 months. These operational accomplishments have driven growth in our megawatts under management and significant increase in orders for our chargers and momentum in our pipeline. I'd like to briefly speak to each of these. First, megawatt under management, which we introduced on last quarter's call and is a pretty good metric that we tracked because we believe it is a good indicator of the potential revenue growth embedded by commercial winds. Megawatt under management quantifies the aggregated amount of electrical capacity from deployments of new V2G chargers, V1G chargers, and stationary batteries that we control and can supply under ideal conditions. We ended 2021 with 14.7 megawatts under management. This reflects a nearly 20% increase versus the third quarter of 2021 and nearly tripling of megawatts under management from year-end 2021 levels. We also experienced a significant increase in order for our chargers in the fourth quarter, including a step change in orders from DC chargers. In fact, we sold more DC chargers in the fourth quarter than during the previous nine months combined. Importantly, we believe we are just getting going and this is reflected in our backlog as well as our pipeline. Over the course of the year, we have increased our dedicated sales team, which is approaching 10 people compared to only one at the start of 2021. Through the sales team and business development efforts that are the focus of our senior management team, we have created a process to connect with potential customers that we spend insights from one to five charging stations to larger partners involving thousands of more charging stations. At your end, we have a hardware and service order backlog of approximately 6.2 million. And through our sales effort, our pipeline continues to grow at an even faster rate. We consider our qualified pipeline to be those potential customers where we have a memorandum of understanding in place or where we are working towards a definitive agreement. Our qualified pipeline is currently approximately 225 million. Formalized agreements can take time to execute and announce, given that, in most cases, these are the first conversations that customers are having about exploring the benefits of v2G. This is a new concept to many prospective customers and stakeholders, and there is much to understand. We do not expect to cover 100% of our pipeline, and it's of course also important to keep in mind that, ultimately, products and services may be either sold outright to our customers or through a multi-year agreement, which would affect timing on revenue recognition. That said, we believe this information is helpful in providing insight into the efforts of our teams and the future potential we see with the growing market of EVs and increasing adoption for V2G. And based on active discussion and framework agreements we have in place, all in that stage negotiations, We expect to have several exciting developments to announce as we go through 2022 that will support backlog growth and ultimately revenue growth. School buses have been the focus use case for our technology. School buses are, of course, parked the majority of the time, making usually just two trips per day and sitting at home for many, many months out of the year in the aggregate, all of which make them an excellent use case for V2Gs. However, the school bus segment is hardly the only opportunity set. To expand a bit on this, fleet management companies, or FMCs, are rapidly exploring vehicle electrification opportunities. As touched on earlier, their fleet customers are hyper-focused on vehicle economics and lowering their total cost of ownership. And so as EVs go mainstream, we see opportunities to partner with FMCs to set up hubs in various U.S. locations and sell our products and services through their sales channels through multi-year agreements. Government vehicle fleets also report going electric. This is especially true in isolated or remote location where there is, of course, a building out renewable infrastructure and where today's energy supply has proven to be costly and unreliable. And where keeping the lights on at the reasonable cost is likely to be increasingly challenged by the effects of climate change. NUVI's V2G offering not only helps reduce the total cost of vehicle ownership as governments replace their IC vehicles with still more expensive EVs, but it improves the grid's resilience and therefore, ultimately, quality of life. Mobile storage systems are another exciting deployment in the battle against grid infrastructure challenges that are often dynamic in nature. We're excited to explore opportunities to integrate our vehicle-to-grid technology with mobile stationary storage Opportunities that can track trickle grid challenges not only when needed but also where needed And finally we see initial hub agreement and other contracts when we have announced reflecting Only the beginning when it comes to our potential commercial opportunities with these particular customers we are always in discussion with our existing partners about how we can scale up our offering and even further and whether it be by expanding the number of vehicles served or enhancing our offering as we enter into new partnerships such as our collaboration with Swell to integrate solar plus storage. The same goes for Levo. Our win in Troy is getting the Levo name out there, and we think it will help drive additional important commercial wins over the balance of the year. The future of Nuvi truly does feel bright. With that said, let me now turn the call over to David to discuss our financials before I conclude with some prepared remarks and open to some questions.
spk04: Thanks, Gregory. I'll start with a recap of the fourth quarter 2021 results. In the fourth quarter, we generated total revenues of $1.2 million compared to $1.5 million in the fourth quarter of 2020. This reflects a year-over-year decrease of 15 percent, primarily due to the completion of grant projects, which are no longer a core focus for Nuvi. In the fourth quarter, product and service revenues increased 11% compared with the fourth quarter of last year, while grant revenues declined by 79% over the same period. Product and service revenues in the fourth quarter of 2021 represented 93% of total revenues compared with 71% for the fourth quarter of 2020. We expect product and service revenues will continue to become a larger mix of our business and grant revenues will be a smaller mix. Margins on product and service revenues was 2.8% for the fourth quarter 2021 compared to 56.3% for the fourth quarter last year. DC charger gross margins generally range from 20% to 25%. AC charger gross margins are approximately 50%. And engineering service gross margins are 100%. The decline on a year-over-year basis not only reflects a mixed shift, but also our decision to engage in a sale of DC chargers at a discount in return for the contractual rights for a larger share of future grid service revenues with a particular customer. Total operating expenses excluding cost of sales was $8.5 million for the fourth quarter of 2021, compared to $3.3 million in the fourth quarter of 2020. The increase was primarily attributable to increased cost of sales associated with being a public company, an increase in payroll costs from increased staffing, and the cost associated with Levo, which we established this year. Total operating expenses excluding cost of sales were relatively flat compared with the third quarter of 2021, increasing $0.3 million to $8.5 million, from 8.2 million. Cash expenses or total expense excluding stock compensation, depreciation, and amortization was 7 million in the fourth quarter of 2021. Levo incurred 0.3 million in operating expenses during the fourth quarter. Other income decreased to approximately $275,000 in expense for the three months ended December 31st, 2021, relative to $241,000 in expense in the year-ago quarter. Net loss attributable to Newby Common stockholders for the fourth quarter 2021 was $8.8 million, compared to $2.6 million for the fourth quarter of 2020. Turning to full-year results, for the full year 2021, we generated total revenues of $4.2 million in line with the full year 2020. Full year product and service revenues increased to $2.9 million from $1.9 million in the prior year, while grant revenues declined to $1.3 million from $2.3 million. This reflects a full year 70-30 revenue split between product and service and grant revenues. margins on product and service revenues was 31.4 percent for the full year compared to 73.2 percent for the prior year again product and service margins declined year over year due to a larger mix of dc charger sales in 2021 compared with the prior year total sgna expenses were 22.9 million dollars for the full year of 2021 compared to 5.5 million in the full year of 2020. The increase was primarily attributable to increases in compensation expense of 12.3 million, including share-based compensation, non-recurring severance costs, as well as professional fees and governance costs associated with the completion of our business combination. Total R&D expenses increased to 6.5 million from 2.9 million. Levo incurred $0.8 million in operating expenses during the full year. Other income increased to approximately $70,000 in income for the full year 2021 from a $200,000 expense in the prior year. Net loss attributable to NuviComm and stockholders for the full year 2021 was $27.3 million compared to $4.9 million for the full year 2020. Now, turning to our balance sheet, we had approximately $32.4 million in cash as of December 31st, 2021, and remain in a good position with the funding from the transaction and our pipe investment. We used $8.4 million in cash during the fourth quarter, $6.8 million in net cash losses, $1.8 million in higher working capital, and 0.3 million in fixed asset purchases associated with our new corporate office space, offset by 0.6 million in proceeds from stock option exercises. Inventory increased to 11.1 million at the end of the fourth quarter from 6.2 million at the end of the third quarter. We increased our inventory on hand for chargers to ensure we had adequate product to support future sales growth given the longer lead times we are experiencing for product due to supply chain constraints. During the quarter, deferred financing costs associated with the $750 million capital commitment available to Levo decreased by $3 million. We reduced deferred financing costs to additional paid-in capital when we issued preferred equity associated with Levo on a first-in, first-out basis of accounting. Now, turning to megawatts under management and estimated future grid service revenues, as Gregory noted, megawatts under management is a metric we use to quantify the aggregated amount of electrical capacity for the deployment of our V2G chargers, V1G chargers, and stationary batteries that Nuvi manages and can supply under ideal conditions. Currently, our megawatts under management includes chargers and batteries located throughout the United States, Europe, and Japan. During the fourth quarter, we added 2.3 megawatts under management, increasing our total megawatts under management to 14.7 from 12.4 megawatts at the end of the third quarter. The 14.7 megawatts under management was comprised of 3.4 megawatts from DC chargers 4.3 megawatts from AC chargers, and 7.1 megawatts from stationary batteries. As of the end of the fourth quarter, 7.5 of the 14.7 megawatts under management included customer agreements allowing for Nuvi to earn future grid service revenues. When we create future V2G hubs, we will also further expand our megawatts under management. This brings me to the estimated future grid service revenues associated with our megawatts under management and megawatts to be deployed, which is based upon a combination of contracted grid service revenues and merchant exposed revenues. Contracted grid service revenues results from negotiated revenues per kilowatt year to be paid by the utilities. Merchant exposed grid service revenues is projected based on a number of factors and inputs, including the types of vehicles connected to our network, the expected use patterns for those vehicles, the length of term of the customer agreements, and the geographies of the deployments. Depending upon the geographic regions of our deployments, the grid service revenue opportunities will vary. Currently, in the markets where we are focused, we are seeing grid service revenues ranging between $85 per kilowatt year up to $300 per kilowatt year. These revenues include a combination of contracted services and merchant exposed services. Given the long-term nature of our customer deployments, these revenues are generally recurring for a period of 10 to 12 years, and in some cases, even longer. Earlier, Gregory spoke to our backlog and qualified pipeline. At year end, our hardware and services backlog was $6.2 million, which we estimate will add another 1.7 megawatts under management once deployed. And currently, our qualified pipeline is approximately $225 million. Although all of our qualified pipeline will not convert into backlogs, The size of our qualified pipeline demonstrates the potential for Nuvi to significantly grow megawatts under management, which is building at a faster pace in 2022 than we experienced in 2021. And with more megawatts under management, we are able to offer more services which can generate larger amounts of grid service revenues. And with that, let me turn it back to Gregory for some closing thoughts before we go to Q&A.
spk05: Thanks, David. 2021 was a transformational year for Nuvi, in which we helped lay foundation for us to continue to evolve and scale up our V2G technology as awareness of and receptivity to our value proposition increases. The creation of our Levo JV, our V2G Hub models, and some key commercial wins to go with this supported a near tripling of our megawatt under management. 2022 is off to a strong start, as we continue to find new ways to strengthen and broaden our offering and has already included a key commercial win with Levo. We see opportunities to continue to expand our offering with existing customers and the school bus market, while also expanding beyond given an ample variety of use cases that we believe make sense for our V2G application. We expect to have some exciting news on these fronts in the coming months, and look forward to speaking with you again in May during our first quarter 2022 earning call. I would like to now turn the call over to the operator to begin the Q&A session. Operator?
spk01: Thank you. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. And for participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. Our first question is from Eric Stein with Craig Hallam Capital Group. Please proceed.
spk08: Hi, Gregory. Hi, David.
spk06: Eric. Hey, so maybe just starting with the pipeline, just to confirm, I mean, is it fair to say that that $225 million, that that is hardware only? And then secondly, you know, I know that you're not expecting to have 100% hit rate there. Just maybe some thoughts on how you think the timing might be of the progress you make within that pipeline.
spk04: Hey, Eric. This is David. It is a combination of hardware and service revenues that we believe we can contract, but it's hard to predict on the timing. These are ones that we've been working on for the better part of six months on some of them, some shorter. There are large agreements, many of them, so the timing of when they're going to close is hard to forecast at this point.
spk05: And the revenue recognition associated with it also can be complex, right? Some of it might be purchased by the customer. Some of it might be including, for example, a depot financing, which totally changes the revenue recognition associated with those.
spk06: Got it. Okay, maybe just ask this another way and kind of tie it into what you're seeing on the funding side, you know, in terms of, you know, the infrastructure funding, just maybe your most recent thoughts on timing, the form that may take here going forward over the next couple of months and quarters. And then just curious, I mean, are these, some of the large projects you're talking about within the pipeline, You know, is the vast majority of that tied to incentive availability and that being released, or how should we think about that?
spk05: No, I mean, you know, some of it is, but most of it is actually independent, and some of it is actually outside the U.S. as well. So, you know, I mean, you remember we have a footprint in Europe, in the U.S., in Japan, and so we still see traction across all those different geographies.
spk04: Yeah, and to add to that, Eric, we're certainly seeing the funding helpful, and we provide those services for customers to help them get funding. But as Gregory said, with respect to this qualified pipeline, it's a small portion of the total.
spk08: Got it.
spk06: Okay, well, maybe, you know, I guess last one for me, just tied to Levo. I mean, where do you feel like you're at in terms of educating school districts that there are solutions out there that enable this transition to electric school buses? I mean, is this a foreign concept to most school districts and you need to really work with them in detail? Or is this something that's fairly well understood and this is just a case of, you know, sometimes school districts can be slow moving as they you know, roll out new technology across their fleets?
spk05: I think this is a great question. I think it depends geographically where this is happening. But we actually see quite a few dealers that are coming to us and say, hey, we really need to divide V2G with those two buses. And so clearly, you know, it's what we've said here, the education around V2G and how this is a critical step in integrating the vehicles It's also an incredible, important step in helping reducing the cost of ownership of those vehicles. And so we really see the traction happening all across the chain. Now, as I said, it depends on which geography. So I mean, California, definitely a lot of push for that. The Northeast, still a great geography. All the way, I'd say, even along the East Coast. And this is either driven by the dealers, receiving that from the school district or the dealers that understand how this is important for them to differentiate their products in the marketplace as well.
spk08: Got it. Thanks a lot.
spk01: Our next question is from Brian Dobson with Chardon Capital Markets. Please proceed.
spk07: Hi, good evening. So just a follow-up question on your backlog and your pipeline. I guess First, could you remind us where those numbers stood at the end of the last quarter? And second, did you see similar trends progress through the first quarter in terms of activity in your backlog and your pipeline?
spk04: Hey, Brian, this is David. The backlog was relatively the same at the end of last quarter as it was this quarter, but one thing I would note is there's been a pretty sizable mixture
spk01: Brian, do you have any further questions?
spk07: Oh, I'm sorry. I think I lost you there for a second. So you were saying that the backlog was pretty flat from the last quarter?
spk08: Hello?
spk01: Okay, maybe hold up one moment. Their line was showing connected. Let me just see what is wrong. Hold on one moment.
spk08: Hello?
spk03: Brian, can you hear me all right?
spk01: Okay, you're back in the conference.
spk03: Brian? Brian, can you hear us all right?
spk07: Brian, can you hear us? Yes, I can. Can you hear me?
spk03: Yeah, sorry about that technical difficulty. With respect to the question, you're right.
spk04: The backlog was relatively unchanged from Q3 to Q4, but what I would point out is we had a lot of grants. projects within our backlog that we've rolled off because we're no longer focused on that. There's a pretty significant mix shift between hardware and charger sales that are comprised in our backlog as opposed to grant revenues in the past.
spk07: Oh, excellent. And I guess the same question for you.
spk04: So, Ryan, could you repeat that question one more time?
spk07: Oh, sure. So where did your pipeline stand at the end of the last quarter? And, you know, have you seen similar activity in your pipeline and your backlog, call it through the first quarter of the year as well?
spk04: Yeah, we've seen an acceleration in our qualified pipeline in 2021, 2022, as opposed to 2021. And what we're also seeing is the size of the pipeline for the customer size is larger than it had been in the past. Which is why we wanted to come out this time and start to talk about qualified pipeline to give everyone a view of the size and scope of what we're seeing, which was the $225 million number that we put out.
spk05: And one thing I want to emphasize is when we go into the backlog, that means we have vehicles that are being deployed, where there is a contract for those vehicles, but also where we have somewhat of a contract with a local utility, right? Something that just has an end customer contract, but yet not yet a contract with the utility, might not yet qualify for the backlog. But that would then go into the qualified pipeline, which is not just the whole pipeline that we have, but which is, again, those contracts that are partly in place, either through an MOU or that we're negotiating a final agreement Or that maybe we have one side of the agreement, but we don't yet have the other side of the agreement.
spk07: Great. And then just finally for me, you saw a pretty substantial lift in megawatts under management during the fourth quarter. Did you see similar trends progressing through the first quarter of the year as well?
spk05: You know, I mean, what I can say is that those tend to be very step functions, right? I mean, if you look at our history code, you can see that they are step, then it goes to a slower pace potentially, and then you have bigger steps. It really depends on the size of the implementation. The megawatts in the management, those are really charging stations that have been commissioned and that now are operational. And, you know, sometimes, again, these are coming through step processes. And so they tend to go at different speed when you look at it from a quarter-by-quarter basis. I think what's very important to note here is the fact that we tripled our capacity in 2021, and we think this is a good metric, sir.
spk04: Brian, one thing we did point out, which was with respect to our backlog that we have that hasn't been deployed, there's another thing. step up that you can see that we disclosed in the script of around 2.3 megawatts when we deploy that backlog that we have today.
spk07: Wonderful. Thank you very much.
spk01: This concludes our question and answer session. I would like to turn the conference back over to management for closing comments.
spk05: Thank you. Thank you for listening to us today. We're, again, very, very excited about the opportunity that we are facing, and we are looking forward to sharing more with you as we get ready for our next learning call in about a month and a half in May. So thank you very much.
spk01: Thank you. This does conclude today's conference. You may disconnect your lines at this time, and thank you for your participation.
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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