CADE Cadence Bank

HOUSTON and TUPELO, Miss., Jan. 29, 2024 /PRNewswire/ -- Cadence Bank (NYSE: CADE) (the Company), today announced financial results for the quarter and year ended December 31, 2023.  Given the sale of Cadence Insurance, Inc. ("Cadence Insurance") in the fourth quarter of 2023, the financial results presented consist of both continuing operations and discontinued operations.  The discontinued operations include the financial results of Cadence Insurance prior to the sale, as well as the associated gain on sale in the fourth quarter of 2023. The discontinued operations results are presented as a single line item below income from continuing operations in the accompanying tables for all periods presented.  All adjusted financial results discussed herein are adjusted results from continuing operations.

Annual highlights for 2023 included:

• Achieved net income available to common shareholders of $532.8 million, or $2.92 per diluted common share, and adjusted net income from continuing operations available to common shareholders,⁽¹⁾ which excludes non-routine income and expenses,⁽²⁾ of $401.2 million, or $2.20 per diluted common share.
• Reported annual adjusted pre-tax pre-provision net revenue (PPNR) from continuing operations⁽¹⁾ of $612.3 million, or 1.26% of average assets.
• Generated net organic loan growth of $2.1 billion, or 7.1% while deposit balances were relatively flat year-over-year.
• Effective November 30, 2023, the Company completed the sale of Cadence Insurance to Arthur J. Gallagher & Co. ("Gallagher") (NYSE: AJG) for approximately $904 million (the "Transaction"), generating approximately $620 million in net capital creation, including a net book gain of approximately $520 million (included in discontinued operations).
• During December 2023, executed a securities portfolio restructuring whereby securities with a par value of approximately $3.1 billion and an average yield of 1.26% were sold for an after-tax loss of $294.1 million (included in continuing operations). The Company has reinvested approximately $1.0 billion of the proceeds in securities with an average yield of 5.57%, lowered brokered deposits by $645 million at an average cost of 5.47% and expects to leverage the remaining proceeds, currently in cash balances earning 5.40%, during the first quarter of 2024. These transactions are expected to improve net interest margin and profitability going forward. This is in addition to $1.5 billion of securities that were restructured during the first quarter of 2023 at an after-tax loss of $39.5 million.

Highlights for the fourth quarter of 2023 included:

• Achieved quarterly net income available to common shareholders of $256.7 million, or $1.41 per diluted common share, and adjusted net income from continuing operations available to common shareholders,⁽¹⁾ which excludes non-routine income and expenses,⁽²⁾ of $72.7 million, or $0.40 per diluted common share.
• Net interest margin improved to 3.04% from 2.98% for the third quarter of 2023, benefiting from improving trends in funding costs, reduction in brokered deposits, and the initial repositioning of securities.
• Total loans were flat at $32.5 billion compared to the third quarter of 2023.
• Deposit balances increased $161.3 million compared to the third quarter of 2023. Excluding a targeted reduction in brokered deposits, total deposits increased $624.3 million, or 6.5% annualized.
• Continued to maintain strong balance sheet liquidity, with a loan-to-deposit ratio of 84.4% at December 31, 2023.
• Capital increased notably in the quarter with the Common Equity Tier 1 ratio improving 130 basis points to 11.6%, and the Total Capital ratio improving 140 basis points to 14.3%.

"Our Company made a significant amount of progress during 2023, particularly during the fourth quarter," remarked Dan Rollins, Chairman and Chief Executive Officer of the Cadence Bank. "We are pleased to have completed the sale of Cadence Insurance to Gallagher at the end of November, which generated an after-tax gain of approximately $520 million.  This transaction allowed us to unlock a tremendous amount of value for our shareholders, strengthen our capital position, and better position our Company for future success. We were able to utilize a portion of this capital during the fourth quarter to reposition a meaningful portion of our securities portfolio.  We sold $3.1 billion in securities yielding approximately 1.26% at an after-tax loss of approximately $294 million.  We are currently in the process of redeploying those proceeds into higher yielding assets."

Rollins continued, "While loan balances were flat for the fourth quarter, we produced net loan growth of $2.1 billion, or 7.1%, for the full year, and deposit balances were relatively stable both for the fourth quarter and full year.  Improvement in earning asset yields and a slowing in pressure on funding costs, along with our reduction in brokered deposits and initial securities repositioning, allowed us to improve our net interest margin in the fourth quarter.  We are optimistic this trend will continue into 2024.  Finally, while both our net charge-offs and provision for credit losses increased in the latter part of 2023, our credit monitoring processes are assisting in the timely identification of potential issues, and our criticized and classified asset totals have remained stable since the first quarter of 2023."

Key Transactions

Effective November 30, 2023, the Company completed the sale of its insurance subsidiary, Cadence Insurance, to Gallagher for approximately $904 million, subject to customary purchase price adjustments. The Transaction resulted in net capital creation of approximately $620 million, including a net gain on sale of approximately $520 million.  The gain along with Cadence Insurance's historical financial results for periods prior to the divestiture have been reflected in the consolidated financial statements as discontinued operations.  Additionally, current and prior period adjusted earnings exclude the impact of discontinued operations.  The purchase price and related gain remain subject to additional adjustments in accordance with the purchase agreement. 

During December 2023, the Company executed a securities portfolio restructuring whereby available-for-sale securities totaling approximately $3.1 billion in par value were sold for an after-tax loss of $294.1 million, which is included in results from continuing operations.  In aggregate, these securities had a book yield of approximately 1.26% and an estimated duration of just over 4 years. Of  the sales proceeds, $1.0 billion has been reinvested in securities as of December 31, 2023.  These securities have an aggregate book yield of approximately 5.57% and an estimated duration of approximately 2 years.  Additionally, $645 million has been used to pay down brokered deposits at a rate of 5.47% and the remainder was held in cash earning 5.40% at December 31, 2023 pending reinvestment.

Earnings Summary

For the year ended December 31, 2023, the Company reported net income available to common shareholders of $532.8 million, or $2.92 per diluted common share, compared with $453.7 million, or $2.46 per diluted common share, for the year ended December 31, 2022. The Company reported adjusted net income from continuing operations available to common shareholders⁽¹⁾ of $401.2 million, or $2.20 per diluted common share, for the year ended December 31, 2023 compared with $526.1 million, or $2.85 per diluted common share, for the year ended December 31, 2022. Additionally, the Company reported adjusted PPNR from continuing operations⁽¹⁾ of $612.3 million, or 1.26% of average assets, for the year ended December 31, 2023 compared with $699.6 million, or 1.47% of average assets, for the year ended December 31, 2022.

For the fourth quarter of 2023, the Company reported net income available to common shareholders of $256.7 million, or $1.41 per diluted common share, compared with $95.6 million, or $0.52 per diluted common share, for the fourth quarter of 2022 and $90.2 million, or $0.49 per diluted common share, for the third quarter of 2023. Adjusted net income available to common shareholders from continuing operations⁽¹⁾ was $72.7 million, or $0.40 per diluted common share, for the fourth quarter of 2023, compared with $141.4 million, or $0.77 per diluted common share, for the fourth quarter of 2022 and $97.6 million, or $0.53 per diluted common share, for the third quarter of 2023. Additionally, the Company reported adjusted PPNR from continuing operations⁽¹⁾ of $137.9 million, or 1.13% of average assets on an annualized basis, for the fourth quarter of 2023 compared to $192.5 million, or 1.60% of average assets on an annualized basis, for the fourth quarter of 2022 and $145.3 million, or 1.18% of average assets on an annualized basis, for the third quarter of 2023.

Net Interest Revenue

Net interest revenue was $334.6 million for the fourth quarter of 2023, compared to $359.4 million for the fourth quarter of 2022 and $329.0 million for the third quarter of 2023. The net interest margin (fully taxable equivalent) was 3.04% for the fourth quarter of 2023, compared with 3.33% for the fourth quarter of 2022 and 2.98% for the third quarter of 2023.

Net interest revenue increased $5.6 million, or 1.7%, compared to the third quarter of 2023 as earning asset yields continue to increase, partially as a result of the securities portfolio repositioning, lower brokered deposits and the slower pace of deposit cost increases.  Purchase accounting accretion revenue was $4.1 million and $6.6 million for the fourth quarter of 2023 and the third quarter of 2023, respectively, adding approximately 4 basis points to the net interest margin for the fourth quarter of 2023 and 6 basis points for the third quarter of 2023.

Yield on net loans, loans held for sale, and leases excluding accretion, was 6.43% for the fourth quarter of 2023, up 12 basis points from 6.31% for the third quarter of 2023, while yield on total interest earning assets was 5.59% for the fourth quarter of 2023, up 21 basis points from 5.38% for the third quarter of 2023. Earning asset yields continue to benefit from fixed and variable rate credits as well as securities cash flows repricing at higher yields.  Approximately 28% of our total loans are floating (reprice within 30 days), and another 20% reprice within 12 months.  Our total loan beta, excluding accretion, is 46% cycle-to-date.

The average cost of total deposits increased to 2.32% for the fourth quarter of 2023, up 18 basis points during the quarter. The fourth quarter increase in total deposit costs continued to slow compared to the third quarter increase of 27 basis points and over 50 basis points for each of the first two quarters of 2023.  Total interest-bearing liabilities cost increased to 3.34% from 3.17% during the fourth quarter of 2023.  Our total deposit beta is 41% cycle-to-date.

Balance Sheet Activity

Loans and leases, net of unearned income, were $32.5 billion at December 31, 2023, which is flat compared to September 30, 2023.  Total investment securities of $8.1 billion at December 31, 2023 decreased $1.6 billion during the fourth quarter as a portion of the proceeds from the securities portfolio restructuring was temporarily held in cash at December 31, 2023 as the Company continues to reinvest the proceeds. 

Total deposits increased $161.3 million to $38.5 billion as of December 31, 2023. Total brokered deposits declined $463.0 million from $1.2 billion at the end of the third quarter of 2023 to $0.7 billion at December 31, 2023, or 1.9% of total deposits.  Excluding the decline in brokered deposits, total deposits increased $624.3 million, or 6.5% annualized, during the fourth quarter of 2023.  Approximately half of this growth represents seasonal public funds increases while the other half represents core customer deposit growth, primarily in our community bank.  

The December 31, 2023 loan to deposit ratio was 84.4% and securities to total assets was 16.5%, reflecting continued strong liquidity. Noninterest bearing deposits represented 24.0% of total deposits at the end of the fourth quarter of 2023, declining from 25.2% at September 30, 2023, reflective of a slower mix shift than during the early part of year. The Company's deposit base continues to be very granular, with average transaction account balances of approximately $23,000 for consumer accounts and $135,000 for commercial accounts at December 31, 2023. Additionally, approximately 98% of the Company's deposit accounts have balances less than $250,000, and approximately 71% of our deposit balances were FDIC insured or collateralized at quarter-end.

Short-term borrowings were stable at $3.5 billion at December 31, 2023 while cash, due from balances and deposits at the Federal Reserve increased $2.2 billion to $4.2 billion at December 31, 2023, primarily as a result of cash held from the securities portfolio repositioning pending reinvestment.  Additionally, the Company has refinanced the $3.5 billion bank term funding program borrowing, lowering the cost from 5.15% to 4.84% at year-end.

Credit Results, Provision for Credit Losses and Allowance for Credit Losses

Total non-performing assets as a percent of total assets increased to 0.45% at December 31, 2023 compared to 0.23% at December 31, 2022 and 0.32% at September 30, 2023. Total non-performing loans and leases as a percent of loans and leases, net were 0.67% at December 31, 2023, compared to 0.35% at December 31, 2022 and 0.46% at September 30, 2023.  The increase in nonaccrual loans was primarily due to the negative migration of previously identified criticized loans in the Commercial & Industrial non-real estate segment of the portfolio. While these credits drove the increase in nonaccrual loans, over 50% of nonaccrual loans (by balance) at December 31, 2023 are granular, secured residential mortgages and SBA guaranteed loans. Other real estate owned and other repossessed assets was $6.2 million at December 31, 2023 compared to the December 31, 2022 balance of $6.7 million and the September 30, 2023 balance of $2.9 million.  For the fourth quarter of 2023, criticized loans declined by $37.7 million to $844.7 million or 2.60% of loans, down from 2.71% at September 30, 2023, while classified loans were stable at 2.09% compared to 2.10% at September 30, 2023.

Net charge-offs for the fourth quarter of 2023 were $23.8 million, or 0.29% of average net loans and leases on an annualized basis, compared with net recoveries of $5.0 million for the fourth quarter of 2022 and net charge-offs of $34.2 million for the third quarter of 2023. Net charge-offs in the fourth quarter of 2023, while lower than the prior quarter, were driven primarily by a select few credits across different industries and geographies that were identified as criticized in prior quarters. The provision for credit losses for the fourth quarter of 2023 was $38.0 million, compared with $6.0 million for the fourth quarter of 2022 and $17.0 million for the third quarter of 2023. The allowance for credit losses of $468.0 million at December 31, 2023 represented 1.44% as a percent of total loans and leases, increased  from the September 30, 2023 coverage of 1.37%.  The increase in the quarter's provision includes incremental impairments on previously identified criticized credits.

Noninterest Revenue

Noninterest revenue was negative $311.5 million for the fourth quarter of 2023, or $73.1 million excluding the loss on securities sales from our repositioning transaction.  This revenue is compared with $80.2 million for the fourth quarter of 2022 and $74.0 million for the third quarter of 2023.  Adjusted noninterest revenue⁽¹⁾ for the fourth quarter of 2023 was $73.1 million, compared with $80.8 million for the fourth quarter of 2022 and $80.6 million for the third quarter of 2023. Adjusted noninterest revenue⁽¹⁾ for the fourth quarter of 2023 excludes the securities portfolio restructuring loss of $384.5 million while third quarter 2023 adjusted noninterest revenue⁽¹⁾ excludes $6.7 million of facility and signage write-downs associated with the 35 branch closures effected in the third quarter of 2023. The fourth quarter of 2023 decline in adjusted noninterest revenue was impacted by an $8 million adjustment to deposit service charges, representing $0.03 per diluted share, and a $4.9 million negative variance in the mortgage servicing rights valuation, representing $0.02 per diluted share, partially offset by increases in several other revenue items including card fees, wealth management income, bank-owned life insurance, and other miscellaneous income. 

Credit card, debit card and merchant fee revenue was $12.9 million for the fourth quarter of 2023, compared with $15.8 million for the fourth quarter of 2022 and $12.4 million for the third quarter of 2023.  Deposit service charge revenue was $11.2 million for the fourth quarter of 2023 compared with $16.9 million for the fourth quarter of 2022 and $16.9 million for the third quarter of 2023. The decline in deposit service charge revenue during the fourth quarter was the result of an adjustment of approximately $8 million, resulting from deposit service charge changes. These changes are expected to result in a reduction in revenue of approximately $3 million per year going forward.

Other noninterest revenue was $27.6 million for the fourth quarter of 2023, compared with $26.4 million for the fourth quarter of 2022 and $17.9 million for the third quarter of 2023. Other noninterest revenue for the third quarter of 2023 included $6.7 million of facility and signage write-downs associated with the 35 branch closures effected in the third quarter of 2023.

Mortgage production and servicing revenue totaled $3.9 million for the fourth quarter of 2023, compared with $5.4 million for the fourth quarter of 2022 and $5.8 million for the third quarter of 2023. The net mortgage servicing rights valuation adjustment was a negative $5.1 million for the fourth quarter of 2023, compared with a negative $2.8 million for the fourth quarter of 2022 and a negative $0.2 million for the third quarter of 2023 with the variances due to continued movement in interest rates. Mortgage origination volume for the fourth quarter of 2023 was $434.7 million, compared with $554.5 million for the fourth quarter of 2022 and $615.2 million for the third quarter of 2023.  The decline compared to the third quarter of 2023 reflects routine selling seasonality while the year-over-year decline was primarily the result of a shift from on-balance sheet production.

Noninterest Expense

Noninterest expense for the fourth quarter of 2023 was $329.4 million, compared with $308.6 million for the fourth quarter of 2022 and $274.4 million for the third quarter of 2023. Adjusted noninterest expense⁽¹⁾ for the fourth quarter of 2023 was $269.8 million, compared with $247.6 million for the fourth quarter of 2022 and $264.2 million for the third quarter of 2023. Adjusted noninterest expense⁽¹⁾ for the fourth quarter of 2023 excludes a charge of $36.2 million related to the FDIC special assessment, a charge of $11.2 million to reflect the pension settlement accounting impact of early retirements during 2023, incremental merger related expense of $7.5 million, and a $5.0 million contribution to the Company's foundation. The Company utilized a portion of the proceeds of the insurance transaction to fund this contribution, which will be utilized to positively impact the communities we serve while also reducing future expenses of the Company. The adjusted efficiency ratio⁽¹⁾ was 66.0% for the fourth quarter of 2023 compared to 64.4% for the third quarter of 2023.

The $5.5 million, or 2.1%, increase in adjusted noninterest expense⁽¹⁾ compared to the linked quarter was driven primarily by increases in public relations, legal, and data processing and software expense, which offset improvement in salaries and employee benefits expense.  Salaries and employee benefits expense declined $5.7 million on an adjusted basis.  Excluding the impact of the Cadence Insurance sale, employee count declined by 125 FTE during the fourth quarter of 2023, and over the last 12 months has declined by 537 FTE. Excluding the foundation contribution, public relations expense increased $1.9 million in the fourth quarter partially from seasonality as well as $0.9 million in tax credit investments with an equal reduction of tax expense.  Legal expense increased $2.6 million on an adjusted basis in the fourth quarter, primarily as a result of an accrual for the settlement of certain legal matters.  Finally, data processing and software expense increased $3.8 million related to certain expansion and development efforts, vendor increases, ongoing technology infrastructure support, and timing.

Capital Management

Total shareholders' equity was $5.2 billion at December 31, 2023 compared with $4.3 billion at December 31, 2022 and $4.4 billion at September 30, 2023. Estimated regulatory capital ratios at December 31, 2023 included Common Equity Tier 1 capital of 11.6%, Tier 1 capital of 12.1%, Total risk-based capital of 14.3%, and Tier 1 leverage capital of 9.3%. During the fourth quarter of 2023, the Company did not repurchase any shares of its common stock. During December 2023, the board approved a share repurchase authorization for 10 million shares of Company common stock for the 2024 year.  Outstanding common shares were 182.9 million as of December 31, 2023.

Summary

Rollins concluded, "I'm extremely proud of the accomplishments of our team during 2023. The opportunity to grow our loan portfolio combined with our bankers' success in protecting our core deposit relationships has positioned our balance sheet favorably as we enter 2024.  Additionally, we have made significant progress in our efforts to improve efficiency, notably through our branch consolidation efforts and workforce reduction initiatives. Finally, we expect the insurance transaction, along with our securities portfolio restructuring, will accelerate our path to improved operating performance.  We look forward to seeing the fruits of all these efforts in the new year and beyond."

Conference Call and Webcast

The Company will conduct a conference call to discuss its fourth quarter and annual 2023 financial results on January 30, 2024, at 10:00 a.m. (Central Time). This conference call will be an interactive session between management and analysts. Interested parties may listen to this live conference call via Internet webcast by accessing http://ir.cadencebank.com/events. The webcast will also be available in archived format at the same address.

About Cadence Bank

Cadence Bank (NYSE: CADE) is a leading regional banking franchise with approximately $50 billion in assets and more than 350 branch locations across the South and Texas. Cadence provides consumers, businesses and corporations with a full range of innovative banking and financial solutions. Services and products include consumer banking, consumer loans, mortgages, home equity lines and loans, credit cards, commercial and business banking, treasury management, specialized lending, asset-based lending, commercial real estate, equipment financing, correspondent banking, SBA lending, foreign exchange, wealth management, investment and trust services, financial planning, and retirement plan management. Cadence is committed to a culture of respect, diversity and inclusion in both its workplace and communities. Cadence Bank, Member FDIC. Equal Housing Lender.

Forward-Looking Statements

Certain statements made in this news release constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are subject to the safe harbor under the Private Securities Litigation Reform Act of 1995 as well as the "bespeaks caution" doctrine. These statements are often, but not exclusively, made through the use of words or phrases like "assume," "believe," "budget," "contemplate," "continue," "could," "foresee," "indicate," "may," "might," "outlook," "prospect," "potential," "roadmap," "should," "target," "will," "would," the negative versions of such words, or comparable words of a future or forward-looking nature. These forward-looking statements may include, without limitation, discussions regarding general economic, interest rate, real estate market, competitive, employment, and credit market conditions, or any of the Company's comments related to topics in its risk disclosures or results of operations as well as the impact of the Cadence Insurance sale (the "Cadence Insurance Transaction") on the Company's financial condition and future net income and earnings per share, the amount of net after-tax proceeds expected to be received by the Company from the Cadence Insurance Transaction, and the Company's ability to deploy capital into strategic and growth initiatives. Forward-looking statements are based upon management's expectations as well as certain assumptions and estimates made by, and information available to, the Company's management at the time such statements were made. Forward-looking statements are not guarantees of future results or performance and are subject to certain known and unknown risks, uncertainties and other factors that are beyond the Company's control and that may cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements.

Risks, uncertainties and other factors the Company may face include, without limitation: general economic, unemployment, credit market and real estate market conditions, including inflation, and the effect of such conditions on customers, potential customers, assets, investments and liquidity; risks arising from market and consumer reactions to the general banking environment, or to conditions or situations at specific banks; risks arising from media coverage of the banking industry; risks arising from perceived instability in the banking sector; the risks of changes in interest rates and their effects on the level, cost, and composition of, and competition for, deposits, loan demand and timing of payments, the values of loan collateral, securities, and interest sensitive assets and liabilities; the ability to attract new or retain existing deposits, to retain or grow loans or additional interest and fee income, or to control noninterest expense; the effect of pricing pressures on the Company's net interest margin; the failure of assumptions underlying the establishment of reserves for possible credit losses, fair value for loans and other real estate owned; changes in real estate values; a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, or uncertainties surrounding the debt ceiling and the federal budget; uncertainties surrounding the functionality of the federal government; potential delays or other problems in implementing and executing the Company's growth, expansion, acquisition, or divestment strategies (including the Cadence Insurance Transaction), including delays in obtaining regulatory or other necessary approvals, or the failure to realize any anticipated benefits or synergies from any acquisitions, growth, or divestment strategies; the ability to pay dividends or coupons on the Company's 5.5% Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, or the 4.125% Fixed-to-Floating Rate Subordinated Notes due November 20, 2029; possible downgrades in the Company's credit ratings or outlook which could increase the costs or availability of funding from capital markets; changes in legal, financial, accounting, and/or regulatory requirements; the costs and expenses to comply with such changes; the enforcement efforts of federal and state bank regulators; the ability to keep pace with technological changes, including changes regarding maintaining cybersecurity and the impact of generative artificial intelligence; increased competition in the financial services industry, particularly from regional and national institutions; the impact of a failure in, or breach of, the Company's operational or security systems or infrastructure, or those of third parties with whom the Company does business, including as a result of cyber-attacks or an increase in the incidence or severity of fraud, illegal payments, security breaches or other illegal acts impacting the Company or the Company's customers. The Company also faces risks from natural disasters or acts of war or terrorism; international or political instability, including the impacts related to or resulting from Russia's military action in Ukraine, the escalating conflicts in the Middle East, and additional sanctions and export controls, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments.

The Company also faces risks from: possible adverse rulings, judgments, settlements or other outcomes of pending, ongoing and future litigation, as well as governmental, administrative and investigatory matters; the impairment of the Company's goodwill or other intangible assets; losses of key employees and personnel; the diversion of management's attention from ongoing business operations and opportunities; and the company's success in executing its business plans and strategies, and managing the risks involved in all of the foregoing.

In addition, the Company faces risks from the failure to achieve the expected impact on the Company's financial condition; and risks associated with unexpected costs, liabilities or delays relating to the Cadence Insurance Transaction.

The foregoing factors should not be construed as exhaustive and should be read in conjunction with those factors that are set forth from time to time in the Company's periodic and current reports filed with the FDIC, including those factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, particularly those under the heading "Item 1A. Risk Factors," in the Company's Quarterly Reports on Form 10-Q under the heading "Part II-Item 1A. Risk Factors," and in the Company's Current Reports on Form 8-K.

Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this news release, if one or more events related to these or other risks or uncertainties materialize, or if the Company's underlying assumptions prove to be incorrect, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statements. The forward-looking statements speak only as of the date of this news release, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, except as required by applicable law. All written or oral forward-looking statements attributable to the Company are expressly qualified in their entirety by this section.