EX-99.1 2 a05-5248_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

 

PRESS RELEASE

 

 

 

Contact:

John Simmons, V.P., CFO
Stewart & Stevenson Services, Inc.
713-868-7700

 

FOR IMMEDIATE RELEASE

 

STEWART & STEVENSON SERVICES REPORTS

FOURTH QUARTER AND FISCAL YEAR 2004 RESULTS

Fourth Quarter Earnings From Continuing Operations Were $0.34 Per Diluted Share

Losses From Discontinued Operations Were $0.63 Per Diluted Share

Total Fourth Quarter Net Loss of $0.29 Per Diluted Share

 

HOUSTON – March 17, 2005 – Stewart & Stevenson Services, Inc. (NYSE: SVC) announced its operating results for the fourth quarter and year ended January 31, 2005.

 

Sales for the fourth quarter of fiscal 2004 totaled $304.9 million compared to sales of $261.4 million recorded in the same period a year ago.  Net earnings from continuing operations in the fourth quarter of fiscal 2004 were $10.0 million or $0.34 per diluted share compared to a net loss of $20.7 million or $0.72 per diluted share in the fourth quarter of fiscal 2003.  These results reflect the significant year over year improvements in the company’s core business segments.

 

Business segments reported as discontinued operations include the Airline Products Division, which was sold in January 2005; the Distributed Energy Solutions business, which the company is reporting as a discontinued operation in the fourth quarter of fiscal 2004; and other businesses sold in prior years.  Such discontinued businesses incurred a net combined loss of $0.63 per diluted share in the fourth quarter, compared to a net loss of $0.74 per diluted share in the fourth quarter of fiscal 2003.  The fourth quarter 2004 loss was primarily attributable to the provision for remaining contractual obligations in the Distributed Energy Solutions business.  After taking into account these losses, the company incurred a total net loss in the fourth quarter of fiscal 2004 of $8.4 million or $0.29 per diluted share compared to a net loss of $41.7 million or $1.46 per diluted share in the fourth quarter of fiscal 2003.

 

Sales from continuing operations for fiscal year 2004 totaled $1.16 billion compared to sales of $1.07 billion recorded in fiscal 2003.  Net earnings from continuing operations for fiscal year 2004 were $42.1 million or $1.44 per diluted share compared to a net loss of $8.4 million or $0.29 per diluted share

 



 

in the previous year.  After taking into account the effect of losses from discontinued operations, the company reported total net income for fiscal year 2004 of $5.0 million or $0.17 per diluted share compared to a net loss of $53.2 million or $1.86 per diluted share in fiscal year 2003.

 

Max L. Lukens, the company’s President and Chief Executive Officer, stated, “The results from continuing operations reflect the positive impact of the many actions we have taken and continue to take aimed at generating acceptable returns in all of our core businesses.  While results from our discontinued operations negatively impacted the company’s overall financial performance, we have taken important steps to exit two of our non-core businesses.  We are focusing on our primary segments, Tactical Vehicles Systems and Power Products, and we will continue to pursue opportunities for improved returns and growth in each of them.”

 

Discontinued Operations

During the fourth quarter of fiscal 2004, the company continued to execute previously announced plans to exit the turnkey engineering, procurement, and construction activities of the Distributed Energy Solutions segment.  The identified assets and liabilities and results of operations for that segment are being reported as discontinued operations for the current quarter and for all periods presented.  During the fourth quarter of fiscal 2004, this business reported an after-tax loss of $17.3 million, which was primarily attributable to inventory valuation adjustments associated with the liquidation of remaining inventory and the provision for remaining customer warranty and other obligations.  While the company will continue to perform warranty, maintenance and other contractual obligations in this business, its level of activity related to new construction obligations is substantially complete.

 

In addition, the company completed the sale of its Airline Products business during the fourth quarter and the operating losses of that segment prior to the sale as well as the gain on the sale transaction were recorded as discontinued operations.  The net impact in the quarter from the Airline Products business was a loss of $1.0 million after tax.

 

Segment Data

The Tactical Vehicle Systems segment, which manufactures tactical vehicles for the U.S. Army and others, recorded sales of $136.9 million in the fourth quarter of fiscal 2004 compared to $116.3 million in the prior year’s fourth quarter.  Operating profit for the fourth quarter of fiscal 2004 decreased to $10.0 million compared to $16.1 million in the fourth quarter of fiscal 2003.  The impact of the higher

 



 

sales volume was offset by the expected lower contract margins and higher material costs on deliveries under the current multi-year contract with the U.S. Army to produce the Family of Medium Tactical Vehicles (“FMTV”) which began during November 2004.  Backlog in this segment at January 31, 2005 was $456.6 million, and includes a contract award received in the fourth quarter for the production of an additional 545 Low Signature Armored Cabs (“LSAC”)  for use on the FMTV.

 

The Power Products segment, which is responsible for sales and aftermarket support of a wide range of industrial and transportation equipment, recorded sales of $134.2 million in the fourth quarter of fiscal 2004 compared to $127.4 million a year ago.  This improvement in sales was realized despite having exited product lines and facilities during the past year representing approximately $15 million in fourth quarter 2003 sales.  Improving economic conditions and focused sales efforts in the company’s primary markets have offset the sales impact of the product exits.

 

Fourth quarter operating profit totaled $6.5 million compared to a $35.9 million operating loss in the comparable period of fiscal 2003.  The fourth quarter 2003 results included charges of approximately $22 million related to goodwill impairment, inventory write-downs, employee separation, warranty issues and accounts receivable valuation which were not replicated in the fourth quarter of the current year.  In addition, this segment’s operating results have improved due to numerous actions taken beginning in the second half of fiscal 2003 aimed at improving the quality of sales and reducing operating costs.  These actions include reductions in the workforce, closure of facilities, and the exit of certain marginal product lines. The current quarter also included a $2.0 million gain related to LIFO inventory valuation adjustments.

 

The Engineered Products segment, which manufactures equipment for the well servicing industry, as well as mobile railcar movers, off-road seismic vehicles, and snow blowers, recorded sales of $33.9 million for the fourth quarter of fiscal 2004 compared to $17.7 million in the same quarter last year.  Operating profit for the fourth quarter of fiscal 2004 increased to $2.0 million compared to an operating loss of $9.6 million in the previous year.  The fourth quarter of fiscal 2003 included charges of approximately $4.0 million related to asset impairment and inventory write-downs.  The remainder of the improved operating profit is the result of increased sales volume, operating expense reductions and a $0.6 million gain related to annual LIFO inventory valuation.  Backlog for this segment increased to $91.9 million at January 31, 2005, compared to $20.1 million at January 31, 2004.

 



 

Liquidity

 

Total cash and short-term investments increased to $132.9 million at January 31, 2005 as compared to $83.0 million at the end of the third quarter, primarily reflecting the cash portion of the sale of the Airline Products business.  Total debt at January 31, 2005 was $26.7 million. Net cash provided by operating activities during the fourth quarter was $8.4 million, and net cash provided by investing activities was $48.4 million.  During the fourth quarter, the company entered into a $100 million bank revolving credit facility which provides the company with additional financial flexibility going forward.

 

Conference Call

 

Stewart & Stevenson Services has scheduled a conference call for Thursday, March 17, 2005 at 10:00 a.m. Eastern Time to review fourth quarter and full year results.  To listen to the call, dial 800-299-7635 or 617-786-2901 and use pass code 30232624 at least ten minutes before the conference call begins.  A telephonic replay of the conference call will be available through March 24, 2005 and may be accessed by dialing 888-286-8010 or 617-801-6888 and using pass code 86849724.

 

Investors, analysts, and the general public will also have the opportunity to listen to the conference call free over the Internet by visiting the company’s web site at www.ssss.com.  To listen to the live call on the web, please visit the Stewart & Stevenson web site at least fifteen minutes early to register, download, and install any necessary audio software.  For those who cannot listen to the live web cast, an audio archive will be available shortly after the call ends.

 

Stewart & Stevenson Services, Inc., founded in 1902, is a billion-dollar company that manufactures, distributes, and provides service for a wide range of industrial products and diesel-powered equipment to key industries worldwide, including power generation, defense, marine, petroleum, and transportation.

 

This press release contains forward-looking statements that are based on management’s current expectations, estimates, and projections.  These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.  Many factors, including those discussed more fully elsewhere in this release and in the Company’s filings with the Securities and Exchange Commission, particularly its latest annual report on Form 10-K, as well as others, could cause results to differ materially from those stated.  These factors include, but are not limited to, risks of dependence on government and failure to obtain new government contracts, inherent risks of government contracts, risks of supply interruptions to Tactical Vehicle Systems segment, risks associated with Distributed Energy Solutions segment, risks of fixed-price contracts, risks as to cost controls,  risks of general economic conditions, risks as to rising steel prices, risks of oil and gas industry economic conditions, risks of airline industry economic conditions, risks as to distributorships, risks as to licenses, risk of competition, risks relating to technology, risks as to terrorist attacks on the U.S. and their impact on the U.S. economy, risks relating to personnel, risks of claims and litigation, risks of product defects, risks as to foreign sales and global trade matters, risks as to information technology, risks as to acquisitions and restructuring activities, risks as to currency fluctuations, risks as to environmental and safety matters, and credit risks  all as more specifically outlined in the Company’s latest annual report on Form 10-K. In addition, such forward-looking statements could be affected by general industry and market conditions and growth rates, general domestic and international conditions including interest rates, inflation and currency exchange rates and other future factors.  Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

 



 

STEWART & STEVENSON SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

January 31, 2005

 

January 31, 2004

 

January 31, 2005

 

January 31, 2004

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

304,885

 

$

261,363

 

$

1,156,608

 

$

1,066,966

 

Cost of sales

 

265,020

 

249,024

 

996,724

 

941,826

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

39,865

 

12,339

 

159,884

 

125,140

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative expenses

 

25,551

 

37,960

 

100,228

 

129,975

 

Impairment of assets

 

 

6,983

 

 

6,983

 

Pension curtailment expense

 

 

 

 

2,400

 

Other income, net

 

(446

)

(95

)

(3,695

)

(620

)

 

 

 

 

 

 

 

 

 

 

Operating profit (loss)

 

14,760

 

(32,509

)

63,351

 

(13,598

)

 

 

 

 

 

 

 

 

 

 

Interest expense

 

542

 

626

 

2,029

 

3,202

 

Interest income

 

(391

)

(274

)

(1,388

)

(1,475

)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations before income taxes

 

14,609

 

(32,861

)

62,710

 

(15,325

)

Income tax expense (benefit)

 

4,614

 

(12,161

)

20,656

 

(6,927

)

Net earnings (loss) from continuing operations

 

9,995

 

(20,700

)

42,054

 

(8,398

)

Loss from discontinued operations, net of tax of ($11,256), ($11,708), ($22,714) and ($25,542)

 

(20,689

)

(20,967

)

(39,346

)

(44,805

)

Gain on sale of discontinued operations, net of tax of $1,311

 

2,270

 

 

2,270

 

 

Net earnings (loss)

 

$

(8,424

)

$

(41,667

)

$

4,978

 

$

(53,203

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

28,809

 

28,628

 

28,749

 

28,560

 

Diluted

 

29,420

 

28,628

 

29,183

 

28,560

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.35

 

$

(0.72

)

$

1.46

 

$

(0.29

)

Discontinued operations

 

(0.64

)

(0.74

)

(1.29

)

(1.57

)

Net earnings (loss) per share

 

$

(0.29

)

$

(1.46

)

$

0.17

 

$

(1.86

)

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.34

 

$

(0.72

)

$

1.44

 

$

(0.29

)

Discontinued operations

 

(0.63

)

(0.74

)

(1.27

)

(1.57

)

Net earnings (loss) per share

 

$

(0.29

)

$

(1.46

)

$

0.17

 

$

(1.86

)

 

 

 

 

 

 

 

 

 

 

Cash dividends per share

 

$

0.085

 

$

0.085

 

$

0.340

 

$

0.340

 

 



 

STEWART & STEVENSON SERVICES, INC. AND SUBSIDIARIES

SEGMENT INFORMATION

(Dollars in thousands)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

January 31, 2005

 

January 31, 2004

 

January 31, 2005

 

January 31, 2004

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

Sales

 

 

 

 

 

 

 

 

 

Tactical Vehicle Systems

 

$

136,853

 

$

116,308

 

$

549,804

 

$

445,686

 

Power Products

 

134,166

 

127,360

 

508,378

 

509,981

 

Engineered Products

 

33,866

 

17,695

 

98,426

 

111,299

 

Total sales

 

$

304,885

 

$

261,363

 

$

1,156,608

 

$

1,066,966

 

 

 

 

 

 

 

 

 

 

 

Operating profit (loss)

 

 

 

 

 

 

 

 

 

Tactical Vehicle Systems

 

$

9,983

 

$

16,079

 

$

64,093

 

$

67,789

 

Power Products

 

6,476

 

(35,867

)

11,218

 

(52,014

)

Engineered Products

 

1,977

 

(9,647

)

2,086

 

(11,121

)

Corporate expenses, net

 

(3,676

)

(3,074

)

(14,046

)

(18,252

)

Total operating profit (loss)

 

14,760

 

(32,509

)

63,351

 

(13,598

)

 

 

 

 

 

 

 

 

 

 

Interest expense

 

542

 

626

 

2,029

 

3,202

 

Interest income

 

(391

)

(274

)

(1,388

)

(1,475

)

Earnings (loss) from continuing operations before income taxes

 

$

14,609

 

$

(32,861

)

$

62,710

 

$

(15,325

)

 

 

 

 

 

 

 

 

 

 

Operating profit (loss) percentage

 

 

 

 

 

 

 

 

 

Tactical Vehicle Systems

 

7.3

%

13.8

%

11.7

%

15.2

%

Power Products

 

4.8

 

(28.2

)

2.2

 

(10.2

)

Engineered Products

 

5.8

 

(54.5

)

2.1

 

(10.0

)

Consolidated

 

4.8

%

(12.4

)%

5.5

%

(1.3

)%

 



 

STEWART & STEVENSON SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share data)

 

 

 

January 31, 2005

 

January 31, 2004

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

130,447

 

$

53,941

 

Short-term investments

 

2,480

 

7,745

 

Accounts receivable, net

 

153,383

 

141,263

 

Recoverable costs and accrued profits not yet billed

 

27,328

 

15,406

 

Inventories

 

122,937

 

126,491

 

Excess of current cost over LIFO values

 

(35,657

)

(39,288

)

Deferred income tax asset

 

6,307

 

4,791

 

Income tax receivable

 

7,223

 

25,229

 

Other current assets

 

5,025

 

15,161

 

Total assets of discontinued operations

 

51,282

 

97,067

 

Total Current Assets

 

470,755

 

447,806

 

 

 

 

 

 

 

Property, Plant and Equipment, net

 

119,261

 

133,203

 

Deferred Income Tax Asset

 

20,973

 

12,391

 

Intangibles and Other Assets, net

 

10,153

 

9,263

 

Total Assets

 

$

621,142

 

$

602,663

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Notes payable

 

$

1,671

 

$

1,932

 

Accounts payable

 

82,943

 

63,087

 

Accrued payrolls and incentives

 

23,758

 

17,280

 

Billings in excess of incurred costs

 

59,894

 

69,066

 

Other current liabilities

 

37,748

 

36,065

 

Total liabilities of discontinued operations

 

43,469

 

35,814

 

Total Current Liabilities

 

249,483

 

223,244

 

 

 

 

 

 

 

Long-Term Debt

 

25,000

 

25,160

 

Accrued Postretirement Benefits and Pension

 

57,688

 

52,056

 

Other Long-Term Liabilities

 

4,251

 

4,720

 

Total Liabilities

 

336,422

 

305,180

 

Shareholders’ Equity:

 

 

 

 

 

Common stock, without par value, 100,000,000 shares authorized; 28,865,070 and 28,644,510 shares issued, respectively

 

59,616

 

57,056

 

Accumulated other comprehensive loss

 

(36,048

)

(25,534

)

Retained earnings

 

261,152

 

265,961

 

Total Shareholders’ Equity

 

284,720

 

297,483

 

Total Liabilities and Shareholders’ Equity

 

$

621,142

 

$

602,663

 

 



 

STEWART & STEVENSON SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

January 31, 2005

 

January 31, 2004

 

January 31, 2005

 

January 31, 2004

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

(8,424

)

$

(41,667

)

$

4,978

 

$

(53,203

)

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Net loss from discontinued operations

 

18,419

 

20,967

 

37,076

 

44,805

 

Impairment of assets

 

 

6,983

 

 

6,983

 

Deferred tax provision (benefit)

 

(3,838

)

(218

)

(4,197

)

7,749

 

Provision for excess and obsolete inventory

 

 

6,100

 

 

6,100

 

Depreciation and amortization

 

5,773

 

8,562

 

26,547

 

29,855

 

Loss (gain) on sale of business assets

 

43

 

(410

)

(2,561

)

(410

)

Change in operating assets and liabilities net of the effect of discontinued operations:

 

 

 

 

 

 

 

 

 

Accounts and notes receivable, net

 

(27,493

)

(24,984

)

(11,758

)

(18,079

)

Recoverable costs and accrued profits not yet billed

 

(9,475

)

28,027

 

(11,922

)

(9,385

)

Inventories

 

(4,461

)

9,801

 

(5,134

)

8,950

 

Other current and noncurrent assets

 

4,133

 

(15,405

)

22,159

 

(26,165

)

Accounts payable

 

18,473

 

7,280

 

19,857

 

9,743

 

Accrued payrolls and incentives

 

2,139

 

(1,189

)

6,479

 

1,385

 

Billings in excess of incurred costs

 

26,433

 

7,633

 

(9,173

)

8,043

 

Other current liabilities

 

(2,541

)

1,262

 

1,593

 

8,477

 

Accrued postretirement benefits and pension

 

(375

)

173

 

(9,809

)

(6,965

)

Other, net

 

454

 

921

 

(960

)

658

 

Net Cash Provided by Continuing Operations

 

19,260

 

13,836

 

63,175

 

18,541

 

Net Cash Used in Discontinued Operations

 

(10,882

)

3,126

 

(34,163

)

(1,072

)

Net Cash Provided by Operating Activities

 

8,378

 

16,962

 

29,012

 

17,469

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

Capital expenditures, excluding rental equipment

 

(2,092

)

(10,001

)

(13,060

)

(24,040

)

Additions to rental equipment

 

(1,007

)

(1,369

)

(6,011

)

(10,726

)

Proceeds from sale of businesses

 

47,036

 

1,414

 

51,559

 

1,414

 

Acquisition of businesses

 

(1,625

)

(414

)

(1,625

)

(1,788

)

Proceeds from disposal of property, plant and equipment

 

1,064

 

3,353

 

19,520

 

8,260

 

Change in short-term investments

 

4,950

 

70

 

5,265

 

(7,745

)

Net investing activities of discontinued operations

 

38

 

(70

)

150

 

480

 

Net Cash Provided by (Used in) Investing Activities

 

48,364

 

(7,017

)

55,798

 

(34,145

)

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

Loan acquisition costs

 

(412

)

 

(412

)

 

Change in short-term notes payable

 

159

 

(388

)

(261

)

478

 

Payments on long-term borrowings

 

 

 

 

(30,000

)

Dividends paid

 

(2,446

)

(2,431

)

(9,787

)

(9,704

)

Proceeds from exercise of stock options

 

817

 

349

 

2,156

 

1,867

 

Net Cash Used in Financing Activities

 

(1,882

)

(2,470

)

(8,304

)

(37,359

)

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

54,860

 

7,475

 

76,506

 

(54,035

)

Cash and cash equivalents, beginning of period

 

75,587

 

46,466

 

53,941

 

107,976

 

Cash and cash equivalents, end of period

 

$

130,447

 

$

53,941

 

$

130,447

 

$

53,941

 

 



 

STEWART & STEVENSON SERVICES, INC. AND SUBSIDIARIES

SELECTED OTHER INFORMATION

Continuing Operations

 

 

 

ORDER BACKLOG

 

($ Millions)

 

November 1,
2003

 

January 31,
2004

 

May 1,
2004

 

July 31,
2004

 

October 30,
2004

 

January 31,
2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tactical Vehicle Systems

 

$

550.9

 

$

453.0

 

$

591.2

 

$

496.7

 

$

450.9

 

$

456.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Power Products

 

51.7

 

26.4

 

29.3

 

44.2

 

31.3

 

40.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Products

 

22.3

 

20.1

 

30.9

 

26.6

 

47.1

 

91.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

624.9

 

$

499.5

 

$

651.4

 

$

567.5

 

$

529.3

 

$

588.6

 

 

 

TACTICAL VEHICLE SYSTEMS UNIT DELIVERIES

 

 

 

Fiscal 2004

 

 

 

1Q

 

2Q

 

3Q

 

4Q

 

Total

 

Trucks

 

743

 

751

 

683

 

627

 

2,804

 

 

 

 

 

 

 

 

 

 

 

 

 

Trailers

 

204

 

201

 

146

 

179

 

730

 

 

 

947

 

952

 

829

 

806

 

3,534

 

Sales (millions)

 

$

139

 

$

141

 

$

133

 

$

137

 

$

550

 

 

 

 

Fiscal 2005

 

 

 

1Q*

 

2Q*

 

3Q*

 

4Q*

 

Total*

 

Estimated Unit Deliveries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trucks

 

607

 

605

 

588

 

585

 

2,385

 

 

 

 

 

 

 

 

 

 

 

 

 

Trailers

 

299

 

267

 

374

 

421

 

1,361

 

 

 

906

 

872

 

962

 

1,006

 

3,746

 

Sales (millions)

 

$

161

 

$

167

 

$

114

 

$

114

 

$

556

 

 


*Based on current US Army forecast and other data.

See cautionary statements above for important information regarding forward-looking statements.