Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number: 001-34785 XpresSpa Group, Inc. (Exact Name of Registrant as Specified in its Charter) | (State or other juri ...

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) XpresSpa Group operates as a global travel health and wellness company with three main segments: XpresSpa, XpresTest, and Treat - The company operates through three main segments: XpresSpa (premium spa services), XpresTest (medical diagnostic testing), and Treat (a new travel, health, and wellness brand)[18](index=18&type=chunk)[19](index=19&type=chunk)[22](index=22&type=chunk) - In response to the pandemic, the company launched XpresCheck® Wellness Centers via its XpresTest subsidiary, with **15 operating locations** in 12 airports as of the report date[21](index=21&type=chunk)[29](index=29&type=chunk) - The company initiated a biosurveillance monitoring program with the CDC at four major U.S. airports, with the contract totaling **$5.6 million** after an extension[30](index=30&type=chunk) - In January 2022, the company acquired HyperPointe, a digital healthcare and data analytics agency, for **$5.6 million in cash and $1 million in stock**[38](index=38&type=chunk)[39](index=39&type=chunk) - The company's go-forward strategy includes integrating products across its three brands, expanding health and wellness services outside of airports, and pursuing international expansion[42](index=42&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - During 2021, the company repurchased **4.7 million shares for $7.8 million** and in March 2022, it repurchased an additional **7.1 million shares for $11.1 million**[37](index=37&type=chunk) Asset Impairment Charges (2020 vs. 2021) | Asset Type | 2021 Impairment | 2020 Impairment | | :--- | :--- | :--- | | Property and equipment | $90,130 | ~$5.0 million | | Operating lease right of use assets | $747,497 | ~$6.3 million | | Intangible assets (XpresSpa trademarks) | $0 | ~$3.9 million | [Item 1A. Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to its financial condition, business operations, and capital stock [Risks Related to Financial Condition and Capital Requirements](index=15&type=section&id=Risks%20Related%20to%20our%20Financial%20Condition%20and%20Capital%20Requirements) Financial stability is threatened by COVID-19's impact, an unremediated material weakness, significant capital needs, and potential limitations on NOL usage - The COVID-19 outbreak has **materially and adversely impacted** the business, particularly the spa segment, due to travel restrictions and temporary closures[83](index=83&type=chunk)[84](index=84&type=chunk) - A **material weakness** in internal control over financial reporting, identified in 2020, was not fully remediated as of December 31, 2021[85](index=85&type=chunk)[87](index=87&type=chunk) - The company has significant Net Operating Loss (NOL) carryforwards of approximately **$207.2 million** whose usability may be limited by Section 382 ownership change rules[88](index=88&type=chunk) - The business is capital-intensive, requiring substantial expenditures for new brand concepts and expanding operations, and may need to raise additional capital[92](index=92&type=chunk)[93](index=93&type=chunk) [Risks Related to Business Operations](index=19&type=section&id=Risks%20Related%20to%20our%20Business%20Operations) Operational risks stem from a limited history in diagnostic testing, reliance on third parties, extensive healthcare regulations, and dependence on air travel - The company has a **limited operating history** in the diagnostic testing and vaccination industry, which presents substantial risks and uncertainties[98](index=98&type=chunk) - The XpresCheck and Treat businesses rely on long-term contracts with professional medical practices and a **limited number of suppliers** for test kits and lab materials[99](index=99&type=chunk)[101](index=101&type=chunk) - The business is subject to extensive and complex healthcare regulations, including **CLIA, FDA oversight, and HIPAA**, where non-compliance could result in severe penalties[111](index=111&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - The legacy XpresSpa business is **highly dependent on the volume of air travel** and time passengers spend in airports, which have been negatively impacted by COVID-19[133](index=133&type=chunk)[134](index=134&type=chunk) - Laws regulating the corporate practice of medicine could restrict how the XpresCheck and Treat businesses are conducted, potentially requiring restructuring[196](index=196&type=chunk)[197](index=197&type=chunk) [Risks Related to Capital Stock](index=39&type=section&id=Risks%20Related%20to%20our%20Capital%20Stock) The company's common stock is subject to high price volatility, potential delisting from Nasdaq, and anti-takeover provisions - The market price of the company's common stock has been and is expected to continue to be **highly volatile**[200](index=200&type=chunk)[206](index=206&type=chunk) - The company's ability to raise additional equity capital is constrained by a **limited number of authorized but unissued shares**[202](index=202&type=chunk) - The company has **no current plans to pay dividends** on its common stock[204](index=204&type=chunk) - Failure to meet Nasdaq's continued listing requirements, such as the **minimum $1.00 bid price**, could result in the delisting of the common stock[209](index=209&type=chunk) [Item 1B. Unresolved Staff Comments](index=43&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - Not applicable[221](index=221&type=chunk) [Item 2. Properties](index=43&type=section&id=Item%202.%20Properties) The company leases 52 spa and clinic locations across 24 airports in the U.S, Netherlands, and UAE, plus its corporate headquarters - As of December 31, 2021, the company had **52 leased spa and clinic locations** in 24 airports across the U.S., Netherlands, and UAE[222](index=222&type=chunk) - Lease terms are typically **5-8 years**, with some stores operating on a month-to-month basis[222](index=222&type=chunk) [Item 3. Legal Proceedings](index=43&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings, with a recorded liability of approximately $0.8 million for outstanding matters - As of December 31, 2021, the company has recorded a liability of approximately **$0.8 million** for all outstanding legal matters[224](index=224&type=chunk) - The *In re Chen et al.* class action lawsuit received final court approval for its settlement on October 1, 2021, and the **case was marked as closed**[225](index=225&type=chunk)[229](index=229&type=chunk) - The *Kyle Collins v. Spa Products* class action was settled in mediation, with a motion for preliminary approval of the settlement pending[230](index=230&type=chunk) [Item 4. Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[233](index=233&type=chunk) Part II [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=46&type=section&id=Item%205.%20Market%20for%20Registrant%E2%80%99s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq as "XSPA" and a share repurchase program was active in 2021 and early 2022 - The company's common stock is listed on Nasdaq under the symbol "XSPA" and a **1-for-3 reverse stock split** was effected on June 11, 2020[235](index=235&type=chunk)[236](index=236&type=chunk) - As of March 28, 2022, there were **95,071,210 shares** of common stock outstanding[237](index=237&type=chunk) - The company has **never paid cash dividends** and does not intend to in the foreseeable future[238](index=238&type=chunk) Share Repurchase Activity | Period | Shares Repurchased | Average Cost/Share | Total Cost | | :--- | :--- | :--- | :--- | | During 2021 | 4.7 million | $1.66 | $7.8 million | | March 2022 | 7.1 million | $1.55 | $11.1 million | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue increased 779% to $73.7 million in 2021, driving a shift from a net loss to net income of $2.9 million [Results of Operations](index=54&type=section&id=Results%20of%20Operations) Total revenue surged 779% to $73.7 million in 2021, leading to operating income of $4.1 million and net income of $3.3 million - The **779% increase in total revenue** was primarily due to patient service revenue of $50.7 million and managed services fees of $16.8 million from XpresCheck[300](index=300&type=chunk) - General and administrative expenses increased by **51.8% to $24.2 million** in 2021, mainly due to start-up costs for new brands and legal fees[306](index=306&type=chunk) Consolidated Results of Operations (2021 vs. 2020) | Metric (in thousands) | 2021 | 2020 | | :--- | :--- | :--- | | **Total Revenue** | **$73,729** | **$8,385** | | Total Cost of Sales | $41,385 | $11,983 | | General & Administrative | $24,199 | $15,940 | | Impairment/disposal of assets | $837 | $15,356 | | **Operating Income (Loss)** | **$4,107** | **($40,104)** | | Loss on revaluation of warrants | $0 | ($51,147) | | **Net Income (Loss)** | **$2,893** | **($92,232)** | | Net Income (Loss) to Shareholders | $3,349 | ($90,488) | Reconciliation to Adjusted EBITDA (Non-GAAP) | Metric (in thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Income (Loss) from Operations | $4,107 | ($40,104) | | Depreciation and amortization | $3,201 | $5,210 | | Impairment/disposal of assets | $837 | $15,356 | | Stock-based compensation expense | $2,856 | $1,328 | | **Adjusted EBITDA (Loss)** | **$11,001** | **($18,210)** | [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity improved significantly, ending 2021 with $105.5 million in cash and positive operating cash flow of $14.6 million - As of December 31, 2021, the company had **$105.5 million in cash and cash equivalents** and a working capital surplus of $89.2 million[315](index=315&type=chunk) - During 2021, the exercise of various warrants provided gross proceeds of approximately **$19.2 million**[316](index=316&type=chunk) Cash Flow Summary (2021 vs. 2020) | Cash Flow Activity (in thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Net cash from Operating Activities | $14,561 | ($25,012) | | Net cash used in Investing Activities | ($5,156) | ($4,349) | | Net cash from Financing Activities | $6,350 | $117,225 | [Critical Accounting Estimates](index=60&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates include the evaluation of VIEs, impairment testing of long-lived assets, and fair value measurements - The company's evaluation of its relationship with professional medical service companies (PLLCs) led to their classification as **Variable Interest Entities (VIEs)** and subsequent consolidation[326](index=326&type=chunk) - **Impairment testing** of long-lived assets and intangible assets is a critical estimate, requiring management to make assumptions about future cash flows[327](index=327&type=chunk)[330](index=330&type=chunk) - **Fair value measurements**, particularly for equity investments and derivative liabilities, are critical and are categorized using a three-tier hierarchy[331](index=331&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=63&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required as the company qualifies as a smaller reporting company - Not required as the company is a smaller reporting company[338](index=338&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=63&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the consolidated financial statements included in Item 15 of the report - This item directs the reader to the consolidated financial statements located in Item 15 of the Annual Report[339](index=339&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=63&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None[340](index=340&type=chunk) [Item 9A. Controls and Procedures](index=63&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls were deemed not effective due to an unmitigated material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2021[342](index=342&type=chunk) - A **material weakness** in internal controls over the financial close and reporting process, first identified in 2019, remained unmitigated as of December 31, 2021[347](index=347&type=chunk)[353](index=353&type=chunk) - Remediation efforts include appointing a permanent CFO and Corporate Controller, restructuring processes, and using outside service providers[348](index=348&type=chunk)[350](index=350&type=chunk) [Item 9B. Other Information](index=66&type=section&id=Item%209B.%20Other%20Information) This section details the Executive Employment Agreement for CEO Scott R. Milford, appointed effective January 19, 2022 - On March 28, 2022, the company entered into an Executive Employment Agreement with CEO Scott R. Milford, effective January 19, 2022[356](index=356&type=chunk) - The agreement includes an annual base salary of **$425,000** and an annual bonus target of up to **100% of base salary**[358](index=358&type=chunk) Part III [Items 10-14 (Directors, Executive Compensation, Security Ownership, etc.)](index=68&type=section&id=Items%2010-14) Information for these items will be included in an amendment to the Annual Report and is incorporated by reference - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference and will be filed in an amendment to the Form 10-K[363](index=363&type=chunk)[364](index=364&type=chunk)[365](index=365&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=69&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the exhibits filed with the report and references the consolidated financial statements beginning on page F-1 - This item provides an index of all exhibits filed with or incorporated by reference into the Form 10-K[370](index=370&type=chunk)[371](index=371&type=chunk) - The consolidated financial statements are referenced under this item, beginning on page F-1[369](index=369&type=chunk) [Item 16. Form 10-K Summary](index=74&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates there is no Form 10-K summary - None[380](index=380&type=chunk) Consolidated Financial Statements and Notes [Report of Independent Registered Public Accounting Firm](index=76&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued an unqualified opinion, highlighting Critical Audit Matters related to asset valuation and accounting for VIEs - The auditor issued an **unqualified opinion** on the financial statements[386](index=386&type=chunk) - A critical audit matter was the **valuation of long-lived assets** due to significant management assumptions in estimating fair value[391](index=391&type=chunk)[392](index=392&type=chunk) - A second critical audit matter was the **accounting for Variable Interest Entities (VIEs)**, which required significant auditor judgment[394](index=394&type=chunk)[396](index=396&type=chunk) [Consolidated Financial Statements](index=78&type=section&id=Consolidated%20Financial%20Statements) The financial statements show total assets grew to $127.3 million and the company shifted to a net income of $2.9 million in 2021 Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $105,506 | $89,801 | | Total Current Assets | $108,979 | $91,779 | | **Total Assets** | **$127,266** | **$103,133** | | Total Current Liabilities | $19,827 | $13,477 | | **Total Liabilities** | **$27,331** | **$22,762** | | **Total Equity** | **$99,935** | **$80,371** | Consolidated Statement of Operations Data (in thousands) | | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | | :--- | :--- | :--- | | Total Revenue, net | $73,729 | $8,385 | | Operating Income (Loss) | $4,107 | ($40,104) | | **Net Income (Loss)** | **$2,893** | **($92,232)** | | Basic and Diluted EPS | $0.03 | ($2.05) | [Notes to the Consolidated Financial Statements](index=84&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Key notes detail the consolidation of VIEs, segment performance, warrant activity, and the elimination of convertible debt - Effective July 1, 2021, the company began consolidating its affiliated medical groups as **Variable Interest Entities (VIEs)**, recognizing $50.7 million in patient services revenue[414](index=414&type=chunk)[452](index=452&type=chunk)[482](index=482&type=chunk) - All outstanding convertible notes were **fully converted into common stock** during 2020, eliminating that source of debt[510](index=510&type=chunk)[516](index=516&type=chunk) - In 2021, **11.3 million warrants were exercised**, generating gross proceeds of $19.2 million, with 37.8 million warrants remaining outstanding[519](index=519&type=chunk)[521](index=521&type=chunk) - The company acquired HyperPointe in January 2022 for an initial price of **$6.6 million** plus a potential earnout of up to $7.5 million[589](index=589&type=chunk)[590](index=590&type=chunk) Segment Operating Income (Loss) (in thousands) | Segment | 2021 | 2020 | | :--- | :--- | :--- | | XpresSpa | ($9,617) | ($29,966) | | XpresTest | $25,452 | ($3,494) | | Treat | ($5,735) | — | | Corporate and other | ($5,993) | ($6,644) | | **Total** | **$4,107** | **($40,104)** |

XpresSpa Group, Inc. (XSPA) Q4 2021 Results Conference Call March 15, 2022 4:30 PM ET Company Participants James Berry - Chief Financial Officer Scott Milford - Chief Executive Officer Raphael Gross - Investor Relations Conference Call Participants Thierry Wuilloud - Water Tower Research Scott Buck - H.C. Wainwright Operator Greetings, and welcome to XpresSpa Group's Fourth Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will fol ...

XpresSpa Group, Inc. (XSPA) Q3 2021 Earnings Conference Call November 16, 2021 4:30 PM ET Company Participants Douglas Satzman – CEO James Berry – CFO Conference Call Participants Michelle – Analyst Operator Greetings and welcome to XpresSpa Group Third Quarter 2021 earnings conference call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded. I would now like to ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Commission file number: 001-34785 XpresSpa Group, Inc. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ (Exact Name of Registrant as Specified in its Charter) | Delaware | 20-49 ...

XpresSpa Group, Inc. (XSPA) Q2 2021 Results Conference Call August 16, 2021 4:30 PM ET Company Participants Douglas Satzman – Chief Executive Officer and Director James Berry – Chief Finance Officer Michelle – Unidentified Conference Call Participants Operator Good afternoon. And welcome to XpresSpa Group's Second Quarter of 2021 financial report. All participants will be [Operator Instructions] After this presentation, there will be an opportunity to ask questions. Please note that this event is being reco ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number: 001-34785 XpresSpa Group, Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 20-4988129 ...

Financial Data and Key Metrics Changes - In Q1 2021, the company recognized $8.5 million in revenue, an increase from $7.7 million in the same quarter last year, primarily due to the recognition of revenue from XpresCheck Wellness Centers [28] - Gross profit increased to $4.4 million compared to $550,000 in the prior year, driven by higher revenue and improved cost management [32] - The net loss attributable to common shareholders narrowed to $1.1 million from $10.6 million in the prior year, reflecting improved operational performance [33] - Adjusted EBITDA was positive at $900,000, a significant improvement from an adjusted EBITDA loss of $2.6 million in the prior year [35] Business Line Data and Key Metrics Changes - The XpresSpa business currently operates three locations, which are underperforming despite a modest increase in airport traffic [7][8] - XpresCheck expanded to 13 Wellness Centers across 11 airports, benefiting from the popularity of rapid COVID testing, which commands a higher price point [11][12] - Average daily patient testing volumes for XpresCheck grew nearly 2.5 times in Q1 2021 compared to Q4 2020, with rapid tests making up 74% of total tests [37] Market Data and Key Metrics Changes - Airport traffic is recovering, but passenger volumes are still far from pre-pandemic levels, with expectations that full recovery may take until next year [6] - The company is focusing on international travelers, as many countries still require COVID testing prior to arrival, impacting demand for on-site testing services [16][17] Company Strategy and Development Direction - The company is introducing a new brand, Treat, aimed at capitalizing on the travel health and wellness market, integrating technology and personalized services [19][21] - Treat will offer a multichannel business model, including virtual and on-site care services, with a focus on wellness and health information for travelers [22][24] - The company plans to convert some legacy XpresSpa locations into Treat and expand its presence in suitable airport venues [24][26] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the recovery of airport traffic but acknowledged the uncertainty due to new COVID variants and vaccination rates globally [41] - The company believes that on-site COVID testing will remain essential for the foreseeable future, particularly for international travel [16] - Management is closely monitoring consumer confidence and traffic patterns to make decisions regarding the reopening of XpresSpa locations [50] Other Important Information - The company has a strong liquidity position with cash and cash equivalents totaling $102.6 million as of March 31, 2021 [34] - The initial website for Treat is expected to launch in June, with a mobile app to follow later in the summer [22][48] Q&A Session Summary Question: Is there a concern that patient volumes have maxed out given the vaccine rollout? - Management indicated that predicting patient volumes is challenging and will depend on the spread of new variants and global vaccination rates [41] Question: Can you explain the revenue differential between recognized revenue and patient volume? - Management clarified that the revenue presented is related to managed services agreements and is not straightforward to calculate [43] Question: Will you renew the XpresCheck leases that are expiring soon? - Management confirmed that they are in discussions with landlords regarding lease renewals [45] Question: When will revenue from Treat begin to be recognized? - Revenue is expected to build with each phase of the Treat rollout, and it will likely be reported as a separate segment [49] Question: Will XpresSpa expand internationally? - Management stated that while they have operated in the Netherlands and U.A.E., the focus remains on domestic growth for now [51] Question: How will Treat compete with airline lounges? - Management believes Treat will offer a unique alternative by providing wellness services that are not typically available in airport lounges [60]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number: 001-34785 XpresSpa Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 20-4988129 (S ...

XpresSpa Group, Inc. (XSPA) Q4 2020 Earnings Conference Call March 31, 2021 4:30 PM ET Company Participants James Berry - Chief Financial Officer Doug Satzman - Chief Executive Officer Conference Call Participants Operator Greetings, and welcome to XpresSpa Group Fourth Quarter 2020 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorde ...