Foster Wheeler AG (Nasdaq: FWLT) today reported net income for
the second quarter of 2010 of $58.9 million, or $0.46 per diluted
share, compared with $122.2 million, or $0.96 per diluted share, in
the second quarter of 2009. Net income in both quarterly periods
was impacted by asbestos-related provisions as detailed in the
attached table. Excluding such items from both quarterly periods,
net income in the second quarter of 2010 was $61.2 million, or
$0.48 per diluted share, compared with $124.0 million, or $0.98 per
diluted share, in the year-ago quarter.
Second-quarter 2010 consolidated EBITDA (earnings before
interest expense, income taxes, depreciation and amortization) was
$90.2 million, compared with $162.0 million in the second quarter
of 2009. Consolidated EBITDA in both quarterly periods was also
impacted by asbestos-related provisions as detailed in the attached
table. Excluding such items from both quarterly periods,
consolidated EBITDA in the second quarter of 2010 was $92.6
million, compared with $163.7 million the second quarter of
2009.
For the first six months of 2010, net income was $130.9 million,
or $1.02 per diluted share, compared with $195.1 million, or $1.54
per diluted share, for the first six months of 2009. Consolidated
EBITDA for the first six months of 2010 was $201.5 million,
compared with $267.5 million for the first six months of 2009. The
six-month periods of 2010 and 2009 included asbestos-related
provisions as detailed in the attached table.
The following tables present quarterly and average quarterly
data, both as reported and as adjusted. The company believes that
quarterly averages provide meaningful comparative relevance for
certain key metrics in light of the significant quarter-to-quarter
variability that is inherent in the company’s financial
results.
(in millions)
Q2 2010 Qtrly
Avg. 2010 Q2 2009 Qtrly
Avg. 2009 Net income $59 $65
$122 $87 Net income, as adjusted
$61 $66 $124 $94
Consolidated EBITDA $90 $101
$162 $126 Consolidated EBITDA, as adjusted
$93 $102 $164
$133
Foster Wheeler’s Chief Executive Officer, Robert C. Flexon,
said, “The company’s net income in the second quarter of 2010 was
below the average quarter of 2009 primarily due to market-related
declines in scope revenues and EBITDA margins in both of our
operating groups. Nevertheless, both operating groups continued to
demonstrate outstanding performance in executing contracts – and
maintained commercial excellence despite ongoing competitive
pressure.”
Global Engineering and
Construction (E&C) Group
(in millions)
Q2 2010
Qtrly Avg. 2010 Q2 2009
Qtrly Avg. 2009 New orders booked (FW Scope)
$488 $453 $512
$494 Operating revenues (FW Scope)
$454 $434 $481
$478 Segment EBITDA $85
$93 $131 $105 EBITDA Margin (FW
Scope) 18.8% 21.4%
27.1% 22.0%
- EBITDA in the second quarter of
2010 was lower than the average quarter of 2009 due to a reduced
volume of work executed and lower margins on scope revenues. New
orders booked in Foster Wheeler scope remained at a level
comparable to the average quarter of 2009, largely reflecting the
receipt of contract awards that had been on the company’s prospect
list for a number of months. Man-hours in backlog at the end of the
second quarter of 2010 amounted to 14.1 million.
- Scope operating revenues were
below the average quarter of 2009, primarily due to a lower volume
of work executed.
Global Power Group
(GPG)
(in millions)
Q2 2010
Qtrly Avg. 2010 Q2 2009
Qtrly Avg. 2009 New orders booked (FW Scope)
$162 $311
$83 $150 Operating revenues (FW Scope)
$160 $162
$276 $251 Segment EBITDA
$26 $28 $54 $49
EBITDA Margin (FW Scope) 16.5%
17.4% 19.5% 19.3%
- EBITDA in the second quarter of
2010 was below the average quarter of 2009 due to lower scope
revenues and margins. Additionally, in relation to the average
quarter of 2009, the group experienced a reduction of approximately
$4 million in equity income from a Chilean power plant that was
disabled by a February 2010 earthquake. The company expects
insurance coverage to substantially compensate the project for the
business interruption. However, the recovery of lost profits will
not be recognized until such time as the insurance claim is
finalized.
- Scope new orders were above the
average quarter of 2009, largely reflecting the continued global
appeal of the company’s CFB boiler technology combined with an
improving market, particularly in Eastern Europe and the Far
East.
In commenting on the market outlook for the company’s two
business units, Flexon said, “Our outlook for the Global Power
Group is unchanged. We expect EBITDA margin on scope revenue of
16-18% for full-year 2010, and we expect to exit 2010 with a level
of scope backlog that will be well above the levels we reported in
the first two quarters of this year.”
Flexon added, “In our Global E&C Group, we now expect a
steady, rather than accelerating, pace of new orders in the second
half of 2010, with projects moving forward in a measured fashion
and, in some cases, through phased releases. Although we see
clients delaying decisions on certain significant project
investments into 2011 due to a variety of factors, such as
permitting, complexity of consortium/partner approvals, timing of
political events such as elections, appointments to key positions
in national oil companies and the pacing of investment decisions
among multiple client projects, markets are continuing to show
signs of improvement, particularly in emerging economies. However,
as a result of these delays, and lower currency exchange rates as
compared to 2009, our 2010 scope revenues in E&C are likely to
be moderately lower than they were in 2009, whereas our previous
outlook was for E&C scope revenues in 2010 to be comparable to
2009. As a result of excellent operating performance, we reaffirm
our expectation that EBITDA margin on scope revenue in the Global
E&C Group will be 18-20% for the full year 2010, bolstered in
part by profit enhancement opportunities.”
Share Repurchase
Program
On September 12, 2008, the company announced that its board of
directors had authorized a $750 million share repurchase program.
The company has not purchased any shares under the program during
the first half of 2010. To date, the company has purchased 18.1
million shares and has approximately $264 million remaining under
the existing authorization.
Net Income Attributable to Foster Wheeler AG
All references to net income in this news release indicate net
income attributable to Foster Wheeler AG.
Calculation of EBITDA
EBITDA is a supplemental financial measure not defined in
generally accepted accounting principles, or GAAP. The company
defines EBITDA as net income attributable to Foster Wheeler AG
before interest expense, income taxes, depreciation and
amortization. The company has presented EBITDA because it believes
it is an important supplemental measure of operating performance.
Certain covenants under our U.S. senior secured credit agreement,
as in effect as of June 30, 2010 and as amended and restated in
July 2010, use an adjusted form of EBITDA such that in the covenant
calculations the EBITDA as presented herein is adjusted for certain
unusual and infrequent items specifically excluded in the terms of
our U.S. senior secured credit agreement. The company believes that
the line item on its consolidated statement of operations entitled
"net income attributable to Foster Wheeler AG" is the most directly
comparable GAAP financial measure to EBITDA. Since EBITDA is not a
measure of performance calculated in accordance with GAAP, it
should not be considered in isolation of, or as a substitute for,
net income attributable to Foster Wheeler AG as an indicator of
operating performance or any other GAAP financial measure.
EBITDA, as calculated by the company, may not be comparable to
similarly titled measures employed by other companies. In addition,
this measure does not necessarily represent funds available for
discretionary use, and is not necessarily a measure of the
company's ability to fund its cash needs. As EBITDA excludes
certain financial information that is included in net income
attributable to Foster Wheeler AG, users of this financial
information should consider the type of events and transactions
that are excluded.
The company's non-GAAP performance measure, EBITDA, has certain
material limitations as follows:
• It does not include interest expense. Because the company has
borrowed money to finance some of its operations, interest is a
necessary and ongoing part of its costs and has assisted the
company in generating revenue. Therefore, any measure that excludes
interest expense has material limitations;
• It does not include taxes. Because the payment of taxes is a
necessary and ongoing part of the company's operations, any measure
that excludes taxes has material limitations; and
• It does not include depreciation and amortization. Because the
company must utilize property, plant and equipment and intangible
assets in order to generate revenues in its operations,
depreciation and amortization are necessary and ongoing costs of
its operations. Therefore, any measure that excludes depreciation
and amortization has material limitations.
Calculation of EBITDA Margin
Segment EBITDA margin is calculated by dividing business unit
operating revenues in Foster Wheeler Scope into business unit
EBITDA.
Foster Wheeler Scope
Foster Wheeler Scope represents that portion of unfilled orders,
new orders booked and operating revenues on which profit can be
earned. Foster Wheeler Scope excludes revenues relating to
third-party costs incurred by the company as agent or principal on
a reimbursable basis. The company began comprehensively reporting
Foster Wheeler Scope as of 2005.
Conference Call Information
Foster Wheeler AG plans to hold a conference call today,
Thursday, August 5, at 4:00 p.m. Central European Time (10:00 a.m.
Eastern Daylight Time in the U.S.) to discuss its financial results
for the second quarter ended June 30, 2010.
The call will be accessible to the public by telephone or
webcast, and the company will post an accompanying slide
presentation in the investor relations section of its website
(www.fwc.com). To listen to the call by telephone, dial
973-935-8752 (conference I.D. No. 83954669) approximately ten
minutes before the call. The conference call will also be available
over the Internet at www.fwc.com or through StreetEvents at
www.streetevents.com.
A replay of the call will be available on the company's website
as well as by telephone. The replay can be accessed on the
company's website for four weeks following the call. The replay
will be available by telephone for one week following the call and
can be accessed by dialing 706-645-9291 (replay passcode
83954669 required).
Foster Wheeler AG is a global engineering and construction
contractor and power equipment supplier delivering technically
advanced, reliable facilities and equipment. The company employs
approximately 13,000 talented professionals with specialized
expertise dedicated to serving clients through one of its two
primary business groups. The company’s Global Engineering and
Construction Group designs and constructs leading-edge processing
facilities for the upstream oil and gas, LNG and gas-to-liquids,
refining, chemicals and petrochemicals, power, environmental,
pharmaceuticals, biotechnology and healthcare industries. The
company’s Global Power Group is a world leader in combustion and
steam generation technology that designs, manufactures and erects
steam generating and auxiliary equipment for power stations and
industrial facilities and also provides a wide range of aftermarket
services. The company is based in Zug, Switzerland, and its
operational headquarters office is in Geneva, Switzerland. For more
information about Foster Wheeler, please visit our Web site at
www.fwc.com.
Safe Harbor Statement
Foster Wheeler AG news releases may contain forward-looking
statements that are based on management’s assumptions, expectations
and projections about the company and the various industries within
which the company operates. These include statements regarding the
company’s expectations about revenues (including as expressed by
its backlog), its liquidity, the outcome of litigation and legal
proceedings and recoveries from customers for claims and the costs
of current and future asbestos claims and the amount and timing of
related insurance recoveries. Such forward-looking statements by
their nature involve a degree of risk and uncertainty. The company
cautions that a variety of factors, including but not limited to
the factors described in the company’s most recent Annual Report on
Form 10-K, which was filed with the U.S. Securities and Exchange
Commission on February 25, 2010 and the following, could cause the
company’s business conditions and results to differ materially from
what is contained in forward-looking statements: benefits, effects
or results of the company’s redomestication or the relocation of
the company’s principal executive offices to Geneva, Switzerland;
further deterioration in the economic conditions in the United
States and other major international economies, changes in
investment by the oil and gas, oil refining, chemical/petrochemical
and power generation industries, changes in the financial condition
of its customers, changes in regulatory environments, changes in
project design or schedules, contract cancellations, changes in
estimates made by the company of costs to complete projects,
changes in trade, monetary and fiscal policies worldwide,
compliance with laws and regulations relating to its global
operations, currency fluctuations, war and/or terrorist attacks on
facilities either owned by the company or where equipment or
services are or may be provided by the company, interruptions to
shipping lanes or other methods of transit, outcomes of pending and
future litigation, including litigation regarding the company’s
liability for damages and insurance coverage for asbestos exposure,
protection and validity of its patents and other intellectual
property rights, increasing competition by non-U.S. and U.S.
companies, compliance with its debt covenants, recoverability of
claims against its customers and others by the company and claims
by third parties against the company, and changes in estimates used
in its critical accounting policies. Other factors and assumptions
not identified above were also involved in the formation of these
forward-looking statements and the failure of such other
assumptions to be realized, as well as other factors, may also
cause actual results to differ materially from those projected.
Most of these factors are difficult to predict accurately and are
generally beyond the company’s control. You should consider the
areas of risk described above in connection with any
forward-looking statements that may be made by the company. The
company undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise. You are advised, however, to consult
any additional disclosures the company makes in proxy statements,
quarterly reports on Form 10-Q, annual reports on Form 10-K and
current reports on Form 8-K filed with the Securities and Exchange
Commission.
Foster Wheeler AG and
Subsidiaries
Consolidated Statement of
Operations
(in thousands of dollars, except share data
and per share amounts)
(unaudited)
Fiscal Quarters Ended Fiscal Six Months Ended June
30,
2010
June 30,
2009
June 30,
2010
June 30,
2009
Operating revenues $ 1,005,496
$ 1,308,801 $ 1,951,069 $
2,573,324 Cost of operating revenues
857,636 1,088,842
1,631,127 2,190,613 Contract
profit 147,860 219,959 319,942
382,711 Selling, general and administrative
expenses 69,515 69,024 139,820
138,272 Other income, net (11,419 )
(11,490 ) (19,751 ) (19,693
) Other deductions, net 8,049 6,898
19,737 12,985 Interest income (2,730
) (2,426 ) (5,089 )
(5,098 ) Interest expense 4,044
1,302 8,595 5,469 Net asbestos-related
provision 2,344 1,756
1,597 3,506 Income
before income taxes 78,057 154,895 175,033
247,270 Provision for income taxes
15,409 27,561
37,019 45,564 Net income
62,648 127,334 138,014 201,706 Less:
Net income attributable to noncontrolling interests
3,790 5,130 7,096
6,639 Net income attributable to
Foster Wheeler AG $ 58,858 $
122,204 $ 130,918 $
195,067 Shares Outstanding:
Weighted-average number of
shares
outstanding
for basic earnings per share
127,519,766 126,344,093 127,497,450
126,304,157
Weighted-average number of
shares
outstanding
for diluted earnings per share
127,879,276 127,055,178 127,859,878
126,867,282 Earnings per
share: Basic $ 0.46 $
0.97 $ 1.03 $ 1.54
Diluted $ 0.46 $
0.96 $ 1.02 $ 1.54
Foster Wheeler AG and
Subsidiaries
Consolidated Balance Sheet
(in thousands of dollars)
(unaudited)
June 30, December
31, 2010 2009 ASSETS Current
Assets: Cash and cash equivalents $
973,913 $ 997,158 Short-term
investments 240 - Accounts and notes
receivable, net: Trade 478,975 526,525
Other 104,038 117,718 Contracts in
process 195,336 219,774 Prepaid, deferred and
refundable income taxes 40,214 46,478 Other
current assets 37,906 33,902
Total current assets 1,830,622
1,941,555 Land, buildings and equipment,
net 357,909 398,132 Restricted cash
28,189 34,905 Notes and accounts receivable –
long-term 1,268 1,571 Investments in and
advances to unconsolidated affiliates 200,502
228,030 Goodwill 82,220 88,702 Other
intangible assets, net 67,945 73,029
Asbestos-related insurance recovery receivable
230,112 244,265 Other assets 81,596
87,781 Deferred tax assets 67,849
89,768 TOTAL ASSETS $
2,948,212 $ 3,187,738
LIABILITIES, TEMPORARY EQUITY AND EQUITY Current
Liabilities: Current installments on long-term debt
$ 34,397 $ 36,930 Accounts
payable 226,421 303,436 Accrued expenses
211,374 280,861 Billings in excess of costs and
estimated earnings on uncompleted contracts 581,464
600,725 Income taxes payable 30,585
60,052 Total current liabilities
1,084,241 1,282,004
Long-term debt 149,871 175,510
Deferred tax liabilities 59,273 62,956
Pension, postretirement and other employee benefits
231,912 270,269 Asbestos-related liability
323,947 352,537 Other long-term liabilities
162,782 171,405 Commitments and contingencies
TOTAL LIABILITIES 2,012,026
2,314,681 Temporary
Equity: Non-vested share-based compensation awards subject
to redemption 7,339 2,570
TOTAL TEMPORARY EQUITY 7,339
2,570 Equity: Registered
shares 329,630 329,402 Paid-in capital
624,180 617,938 Retained earnings
453,099 322,181 Accumulated other comprehensive
loss (516,725 ) (438,004
) TOTAL FOSTER WHEELER AG SHAREHOLDERS’ EQUITY
890,184 831,517
Noncontrolling Interests 38,663
38,970 TOTAL EQUITY 928,847
870,487 TOTAL LIABILITIES, TEMPORARY
EQUITY AND EQUITY $ 2,948,212 $
3,187,738
Foster Wheeler AG and
Subsidiaries
Business Segments
(in thousands of dollars)
(unaudited)
Fiscal Quarters Ended Fiscal Six Months Ended June
30,
2010
June 30,
2009
June 30,
2010
June 30,
2009
Global Engineering & Construction
Group
Backlog - in future revenues $ 2,906,600
$ 4,262,000 $ 2,906,600 $
4,262,000 New orders booked - in future revenues
770,800 847,700 1,247,100 1,657,200
Operating revenues 842,461 1,030,471
1,622,145 1,982,883 EBITDA 85,460
130,628 185,393 211,910 Foster
Wheeler Scope (1): Backlog - in Foster Wheeler
Scope 1,434,800 1,758,300 1,434,800
1,758,300 New orders booked - in Foster Wheeler Scope
487,600 512,000 905,800 1,224,800
Operating revenues - in Foster Wheeler Scope 454,331
481,352 868,214 922,543
Global Power Group
Backlog - in future revenues 806,700 628,500
806,700 628,500 New orders booked - in future
revenues 164,800 86,100 627,000
182,600 Operating revenues 163,035
278,330 328,924 590,441 EBITDA
26,396 53,780 56,279 102,563
Foster Wheeler Scope (1): Backlog - in
Foster Wheeler Scope 795,000 615,800
795,000 615,800 New orders booked - in Foster
Wheeler Scope 162,200 83,300 621,700
176,700 Operating revenues - in Foster Wheeler Scope
160,351 275,520 323,570 584,550
Corporate & Finance Group
(2)
EBITDA (21,617 ) (22,446 )
(40,153 ) (46,927 )
Consolidated
Backlog - in future revenues 3,713,300
4,890,500 3,713,300 4,890,500 New orders
booked - in future revenues 935,600 933,800
1,874,100 1,839,800 Operating revenues
1,005,496 1,308,801 1,951,069 2,573,324
EBITDA 90,239 161,962 201,519
267,546 Foster Wheeler Scope
(1): Backlog - in Foster Wheeler Scope
2,229,800 2,374,100 2,229,800 2,374,100
New orders booked - in Foster Wheeler Scope 649,800
595,300 1,527,500 1,401,500 Operating
revenues - in Foster Wheeler Scope 614,682
756,872 1,191,784 1,507,093 (1)
Foster Wheeler Scope represents the portion of backlog, new
orders booked and operating revenues on which profit
can be earned. Foster Wheeler
Scope excludes revenues relating to third-party costs incurred by
the company as
agent or principal on a
reimbursable basis.
(2) Includes intersegment eliminations.
Foster Wheeler AG and
Subsidiaries
Reconciliations of EBITDA and Foster Wheeler
Scope
(in thousands of dollars)
(unaudited)
Fiscal Quarters Ended Fiscal Six Months Ended
June 30,
2010
June 30,
2009
June 30,
2010
June 30,
2009
Reconciliation of EBITDA to Net
Income*
EBITDA:
Global Engineering & Construction Group $
85,460 $ 130,628 $ 185,393
$ 211,910 Global Power Group 26,396
53,780 56,279 102,563 Corporate &
Finance Group (21,617 )
(22,446 ) (40,153 )
(46,927 ) Consolidated EBITDA 90,239
161,962 201,519 267,546
Less: Interest expense
4,044 1,302 8,595 5,469 Less:
Depreciation/amortization (1) 11,928
10,895 24,987 21,446 Less: Provision for
income taxes 15,409 27,561
37,019 45,564
Net income* $ 58,858 $
122,204 $ 130,918 $
195,067
Reconciliation of Foster Wheeler Scope
Operating
Revenues to Operating Revenues
Global Engineering & Construction
Group
Foster Wheeler Scope operating revenues $
454,331 $ 481,352 $ 868,214
$ 922,543 Flow-through revenues
388,130 549,119
753,931 1,060,340 Operating
revenues 842,461 1,030,471
1,622,145 1,982,883
Global Power Group
Foster Wheeler Scope operating revenues 160,351
275,520 323,570 584,550 Flow-through
revenues 2,684 2,810
5,354 5,891 Operating
revenues 163,035 278,330
328,924 590,441
Consolidated
Foster Wheeler Scope operating revenues 614,682
756,872 1,191,784 1,507,093 Flow-through
revenues 390,814 551,929
759,285 1,066,231
Operating revenues $ 1,005,496 $
1,308,801 $ 1,951,069 $
2,573,324
(1) The depreciation /
amortization by business segment:
Fiscal Quarters Ended Fiscal Six Months Ended June
30,
2010
June 30,
2009
June 30,
2010
June 30,
2009
Global Engineering & Construction Group $
6,269 $ 5,368 $ 13,601 $
10,510 Global Power Group 5,217 5,151
10,504 10,190 Corporate & Finance Group
442 376 882
746 Total depreciation /
amortization $ 11,928 $
10,895 $ 24,987 $
21,446 * Net income attributable to Foster
Wheeler AG.
Foster Wheeler AG and
Subsidiaries
EBITDA, Net Income* and Diluted Earnings Per
Share Reconciliation
(in thousands of dollars, except per share
amounts)
(unaudited)
Fiscal Quarters Ended June
30, 2010 June 30, 2009
Diluted Earnings
Diluted Earnings EBITDA Net Income* Per
Share EBITDA Net Income* Per Share As
adjusted $ 92,583 $ 61,202 $
0.48 $ 163,718 $ 123,960
$ 0.98 Adjustments:
Net
asbestos-related provision
(2,344 ) (2,344 ) (0.02 )
(1,756 ) (1,756 ) (0.02 )
As reported
$ 90,239 $ 58,858
$ 0.46 $ 161,962 $
122,204 $ 0.96
Fiscal Six Months Ended
June 30, 2010 June 30, 2009 Diluted
Earnings Diluted Earnings EBITDA Net
Income* Per Share EBITDA Net Income*
Per Share As adjusted $ 203,116
$ 132,515 $ 1.03 $
271,052 $ 198,573 $ 1.57
Adjustments:
Net asbestos-related
provision
(1,597 ) (1,597 ) (0.01 )
(3,506 ) (3,506 ) (0.03 )
As reported
$ 201,519 $ 130,918
$ 1.02 $ 267,546 $
195,067 $ 1.54
Fiscal Twelve Months Ended December 31, 2009
Diluted Earnings EBITDA Net Income* Per
Share As adjusted $ 530,164 $
376,521 $ 2.96 Adjustments:
Net
asbestos-related provision
(26,365 ) (26,365 ) (0.21
) As reported $
503,799 $ 350,156 $
2.75 *Net income attributable to
Foster Wheeler AG.
Foster Wheeler AG and
Subsidiaries
Average Calculations
(in thousands of dollars)
(unaudited)
2009Full
YearAmount
2009QuarterlyAverageAmount *
Fiscal SixMonths
EndedJune 30, 2010
2010QuarterlyAverageAmount **
Consolidated
Net income *** $ 350,156 $
87,539 $ 130,918 $ 65,459
Adjusted net income *** 376,521 94,130
132,515 66,258 Consolidated EBITDA
503,799 125,950 201,519 100,759
Consolidated EBITDA, as adjusted 530,164
132,541 203,116 101,558
Global Engineering & Construction
Group
New orders booked - in Foster Wheeler Scope $
1,975,200 $ 493,800 $ 905,800
$ 452,900 Operating revenues - in Foster Wheeler
Scope 1,910,997 477,749 868,214
434,107 Segment EBITDA 421,186 105,297
185,393 92,697 EBITDA margin 22.0%
22.0% 21.4% 21.4%
Global Power Group
New orders booked - in Foster Wheeler Scope $
599,900 $ 149,975 $ 621,700
$ 310,850 Operating revenues - in Foster Wheeler
Scope 1,004,123 251,031 323,570
161,785 Segment EBITDA 194,027 48,507
56,279 28,140 EBITDA margin 19.3%
19.3% 17.4% 17.4% * To calculate the
quarterly average dollar amounts, the company divided reported
annual figures by four. ** To calculate the quarterly
average dollar amounts, the company divided reported six-month
figures by two. *** Net income attributable to Foster
Wheeler AG.
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