Steven Madden — Feb 26, 2025 release
Fiscal 2024 fourth-quarter results · 8-K Item 2.02 · Exhibit 99.1 · 0001493152-25-008267
Showing in the filing
Quarterly cash dividend
“$0.21 per share”
Period
No period stated
Measure
Declared action
Source
Prose
All guidance in this release · 4
Quarterly cash dividend
“$0.21 per share”
Revenue for FY2025
“increase 17% to 19% compared to 2024”
Revenue increase for FY2025
“17% to 19%”
Diluted EPS for FY2025
“$2.30 to $2.40”
Exhibit 99.1 · full document
99.1
Steve
Madden Announces Fourth Quarter and Full Year 2024 Results
~
Provides 2025 Outlook ~
LONG
ISLAND CITY, N.Y., February 26, 2025 – Steve Madden (Nasdaq: SHOO), a leading designer and marketer of fashion-forward footwear,
accessories and apparel, today announced financial results for the fourth quarter and full year ended December 31, 2024 and provided
its 2025 outlook.
Amounts
referred to as “Adjusted” are non-GAAP measures that exclude the items defined as “Non-GAAP Adjustments” in the
“Non-GAAP Reconciliation” section.
Full
Year 2024 Results
●
Revenue increased 15.2% to $2,282.9 million, compared to $1,981.6
million in 2023.
●
Gross profit as a percentage of revenue was 41.0%, compared
to 42.0% in 2023. Adjusted gross profit as a percentage of revenue was 41.1%, compared to 42.1% in 2023.
●
Operating expenses as a percentage of revenue were 30.6%, compared
to 30.9% in 2023. Adjusted operating expenses as a percentage of revenue were 30.0%, compared to 30.6% in 2023.
●
Income from operations totaled $224.9 million, or 9.9% of revenue,
compared to $213.2 million, or 10.8% of revenue, in 2023. Adjusted income from operations totaled $253.5 million, or 11.1% of revenue,
compared to $228.5 million, or 11.5% of revenue, in 2023.
●
Net income attributable to Steven Madden, Ltd. was $169.4 million,
or $2.35 per diluted share, compared to $171.6 million, or $2.30 per diluted share, in 2023. Adjusted net income attributable to Steven
Madden, Ltd. was $192.4 million, or $2.67 per diluted share, compared to $182.7 million, or $2.45 per diluted share, in 2023.
Fourth
Quarter 2024 Results
●
Revenue increased 12.0% to $582.3 million, compared to $519.7
million in the same period of 2023.
●
Gross profit as a percentage of revenue was 40.4%, compared
to 41.3% in the same period of 2023. Adjusted gross profit as a percentage of revenue was 40.4%, compared to 41.7% in the same period
of 2023.
●
Operating expenses as a percentage of revenue were 32.9%, compared
to 32.4% in the same period of 2023. Adjusted operating expenses as a percentage of revenue were 31.4%, compared to 31.5% in the same
period of 2023.
●
Income from operations totaled $46.7 million, or 8.0% of revenue,
compared to $39.9 million, or 7.7% of revenue, in the same period of 2023. Adjusted income from operations totaled $52.6 million, or
9.0% of revenue, compared to $53.0 million, or 10.2% of revenue, in the same period of 2023.
●
Net income attributable to Steven Madden, Ltd. was $34.8 million,
or $0.49 per diluted share, compared to $35.9 million, or $0.49 per diluted share, in the same period of 2023. Adjusted net income attributable
to Steven Madden, Ltd. was $39.3 million, or $0.55 per diluted share, compared to $45.0 million, or $0.61 per diluted share, in the same
period of 2023.
Edward
Rosenfeld, Chairman and Chief Executive Officer, commented, “We are pleased to have delivered earnings results at the high end
of our guidance range for the fourth quarter and full year 2024. For the year, revenue grew 15% and Adjusted diluted EPS increased 9%
compared to 2023. Our strong performance in 2024 was driven by our team’s disciplined execution of our key strategic initiatives,
with robust gains in international markets, non-footwear categories and direct-to-consumer channels, as well as a return to revenue growth
in our U.S. wholesale footwear business.
“Looking
ahead, we are cautious on the near-term outlook, as we face meaningful headwinds in 2025, most notably the impact of new tariffs on goods
imported into the United States. That said, we have a proven ability to navigate difficult market conditions with our agile business
model, and we are set to add a powerful new growth engine to the company with the pending acquisition of Kurt Geiger, which we expect
to close in the second quarter of 2025. The Kurt Geiger London brand has exhibited exceptional growth over the last several years driven
by its unique brand image, distinctive design aesthetic and compelling value proposition. Its differentiated and elevated positioning
– and its alignment with our strategic initiatives of expanding in international markets, accessories categories and direct-to-consumer
channels – make it a highly attractive and complementary addition to our portfolio.”
Fourth
Quarter 2024 Channel Results
Revenue
for the wholesale business in the fourth quarter of 2024 was $402.9 million, a 13.6% increase compared to the fourth quarter of 2023.
Wholesale footwear revenue increased 1.0%, and wholesale accessories/apparel revenue increased 35.4%. Gross profit as a percentage of
wholesale revenue was 30.5%, compared to 31.7% in the fourth quarter of 2023, primarily driven by a greater mix of private label business.
Direct-to-consumer
revenue in the fourth quarter of 2024 was $176.0 million, an 8.4% increase compared to the fourth quarter of 2023, driven by increases
in both the brick-and-mortar and e-commerce businesses. Gross profit as a percentage of direct-to-consumer revenue was 62.0%, compared
to 62.7% in the fourth quarter of 2023, driven by an increase in promotional activity.
The
Company ended the year with 291 Company-operated brick-and-mortar retail stores and five e-commerce websites, as well as 42 Company-operated
concessions in international markets.
Balance
Sheet and Cash Flow Highlights
As
of December 31, 2024, cash, cash equivalents and short-term investments totaled $203.4 million. Inventory totaled $257.6 million as of
the same date, compared to $229.0 million at the end of 2023.
During
the fourth quarter and full year of 2024, the Company spent approximately $2.6 million and $98.4 million, respectively, on repurchases
of its common stock, which includes shares acquired through the net settlement of employees’ stock awards.
Quarterly
Cash Dividend
The
Company’s Board of Directors approved a quarterly cash dividend of $0.21 per share. The dividend is payable on March 21, 2025 to
stockholders of record as of the close of business on March 10, 2025.
2025
Outlook
For
2025, the Company expects revenue will increase 17% to 19% compared to 2024. The Company expects diluted EPS will be in the range of
$2.30 to $2.40. This outlook assumes the Kurt Geiger acquisition closes on May 1, 2025.
Conference
Call Information
Interested
stockholders are invited to listen to the conference call scheduled for today, February 26, 2025 at 8:30 a.m. Eastern Time, which
will include a discussion of the Company’s fourth quarter and fiscal year end 2024 earnings results and fiscal year 2025
outlook. The call will be webcast live on the Company’s website at https://investor.stevemadden.com . A webcast replay
of the conference call will be available on the Company’s website or via the following webcast link https://edge.media-server.com/mmc/p/qhnpppyo
beginning today at approximately 10:00 a.m. Eastern Time.
About
Steve Madden
Steve
Madden designs, sources and markets fashion-forward footwear, accessories and apparel. In addition to marketing products under its own
brands including Steve Madden ® , Dolce Vita ® , Betsey Johnson ® , Blondo ® , and
ATM ® , Steve Madden licenses footwear, handbags and certain accessories for the Anne Klein ® brand. In addition,
Steve Madden designs and sources products under private label brand names for various retailers. Steve Madden’s wholesale distribution
includes department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers
and independent stores. Steve Madden also directly operates brick-and-mortar retail stores and e-commerce websites. In addition, Steve
Madden licenses certain of its brands to third parties for the marketing and sale of certain products in the apparel, accessory and home
categories. For local store information and the latest boots, booties, fashion sneakers, dress shoes, sandals, and more, please visit
www.stevemadden.com , www.dolcevita.com and the Company’s other branded websites.
Safe
Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995
This
press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, among others, statements regarding revenue
and earnings guidance, plans, strategies, objectives, expectations and intentions. Forward-looking statements can be identified by words
such as: “may”, “will”, “expect”, “believe”, “should”, “anticipate”,
“project”, “predict”, “plan”, “intend”, “estimate”, or “confident”
and similar expressions or the negative of these expressions. Forward-looking statements are neither historical facts nor assurances
of future performance. Instead, they represent the Company’s current beliefs, expectations, and assumptions regarding anticipated
events and trends affecting its business and industry based on information available as of the time such statements are made. Investors
are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy and some of which may be outside of the Company’s control. The Company’s actual results and financial condition
may differ materially from those indicated in these forward-looking statements. As such, investors should not rely upon them. Important
risk factors include:
●
the Company’s ability to accurately anticipate fashion
trends and promptly respond to consumer demand;
●
the Company’s ability to compete effectively in a highly
competitive market;
●
the Company’s ability to adapt its business model to
rapid changes in the retail industry;
●
supply chain disruptions to product delivery systems and logistics,
and the Company’s ability to properly manage inventory;
●
the Company’s reliance on independent manufacturers to
produce and deliver products in a timely manner, especially when faced with adversities such as work stoppages, transportation delays,
public health emergencies, social unrest, changes in local economic conditions, and political upheavals as well as their ability to meet
the Company’s quality standards;
●
the Company’s dependence on the hiring and retention
of key personnel;
●
the Company’s ability to successfully implement growth
strategies and integrate acquired businesses;
●
risks associated with the pending acquisition of Kurt Geiger,
including the possibility that the transaction may not be completed on the anticipated timeline or at all;
●
the Company’s ability to navigate current changes in
and potential future changes in trade policies and tariffs imposed by the United States government and the governments of other nations
in which the Company manufactures and sells products;
●
the Company’s ability to adequately protect its trademarks
and other intellectual property rights;
●
the Company’s ability to maintain adequate liquidity
when negatively impacted by unforeseen events such as an epidemic or a pandemic, which may cause disruption to the Company’s business
operations for an indeterminable period of time;
●
geopolitical tensions in the regions in which we operate and
any related challenging macroeconomic conditions globally that may materially adversely affect our customers, vendors, and partners,
and the duration and extent to which these factors may impact our future business and operations, results of operations and financial
condition;
●
the Company’s ability to navigate shifting macroeconomic
environments, including but not limited to inflation and the potential for recessionary conditions;
●
legal, regulatory, political and economic risks that may affect
the Company’s sales in international markets;
●
changes in United States and foreign tax laws that could have
an adverse effect on the Company’s financial results;
●
additional tax liabilities resulting from audits by various
taxing authorities;
●
cybersecurity risks and costs of defending against, mitigating,
and responding to data security threats and breaches impacting the Company;
●
the Company’s ability to achieve operating results that
are consistent with prior financial guidance; and
●
other risks and uncertainties indicated from time to time in
the Company’s filings with the Securities and Exchange Commission.
The
Company does not undertake, and disclaims, any obligation to publicly update any forward-looking statement, including, without limitation,
any guidance regarding revenue or earnings, whether as a result of new information, future developments, or otherwise.
STEVEN
MADDEN, LTD. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
(In
thousands, except per share amounts)
Three Months Ended
Twelve Months Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
(Unaudited)
(Unaudited)
(Unaudited)
Net sales
$ 578,820
$ 517,054
$ 2,272,266
$ 1,971,474
Commission and licensing fee income
3,498
2,660
10,661
10,108
Total revenue
582,318
519,714
2,282,927
1,981,582
Cost of sales
346,874
304,887
1,345,995
1,149,168
Gross profit
235,444
214,827
936,932
832,414
Operating expenses
191,593
168,374
698,936
612,672
Change in valuation of contingent payment liability
(2,894 )
—
2,722
—
Impairment of intangibles
—
6,520
10,335
6,520
Income from operations
46,745
39,933
224,939
213,222
Interest and other income, net
1,229
1,494
5,538
7,392
Income before provision for income taxes
47,974
41,427
230,477
220,614
Provision for income taxes
10,171
4,420
54,575
46,639
Net income
37,803
37,007
175,902
173,975
Less: net income attributable to noncontrolling interest
3,002
1,126
6,512
2,421
Net income attributable to Steven Madden, Ltd.
$ 34,801
$ 35,881
$ 169,390
$ 171,554
Basic income per share
$ 0.49
$ 0.50
$ 2.38
$ 2.34
Diluted income per share
$ 0.49
$ 0.49
$ 2.35
$ 2.30
Basic weighted average common shares outstanding
70,555
72,321
71,274
73,337
Diluted weighted average common shares outstanding
71,459
73,491
71,963
74,565
Cash dividends declared per common share
$ 0.21
$ 0.21
$ 0.84
$ 0.84
STEVEN
MADDEN, LTD. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
thousands)
As of
December 31, 2024
December 31, 2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$ 189,924
$ 204,640
Short-term investments
13,484
15,173
Accounts receivable, net of allowances
45,653
40,246
Factor accounts receivable
348,659
320,723
Inventories
257,625
228,990
Prepaid expenses and other current assets
34,463
29,009
Income tax receivable and prepaid income taxes
4,887
16,051
Total current assets
894,695
854,832
Property and equipment, net
57,388
47,199
Operating lease right-of-use asset
139,695
122,783
Deferred tax assets
610
609
Deposits and other
22,214
16,250
Goodwill
183,737
180,003
Intangibles, net
113,432
126,267
Total Assets
$ 1,411,771
$ 1,347,943
LIABILITIES
Current liabilities:
Accounts payable
$ 206,889
$ 161,140
Accrued expenses
142,452
154,751
Operating leases - current portion
43,172
40,342
Income taxes payable
6,147
5,998
Contingent payment liability - current portion
—
3,325
Accrued incentive compensation
15,061
12,068
Total current liabilities
413,721
377,624
Contingent payment liability - long-term portion
7,565
9,975
Operating leases - long-term portion
109,816
98,536
Deferred tax liabilities
4,628
8,606
Other liabilities
44
5,170
Total Liabilities
535,774
499,911
STOCKHOLDERS’ EQUITY
Total Steven Madden, Ltd. stockholders’ equity
847,719
829,598
Noncontrolling interest
28,278
18,434
Total stockholders’ equity
875,997
848,032
Total Liabilities and Stockholders’ Equity
$ 1,411,771
$ 1,347,943
STEVEN
MADDEN, LTD. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
thousands)
Twelve Months Ended
December 31, 2024
December 31, 2023
(Unaudited)
Cash flows from operating activities:
Net income
$ 175,902
$ 173,975
Adjustments to reconcile net income to net cash provided by operating activities
Stock-based compensation
26,539
24,148
Depreciation and amortization
20,010
15,501
Loss on disposal of fixed assets
112
204
Impairment of intangibles
10,335
6,520
Deferred taxes
(4,703 )
6,105
Loss on divestiture of business
3,199
—
Accrued interest on note receivable – related party
—
(8 )
Note receivable – related party
—
409
Change in valuation of contingent liability
2,722
—
Other operating activities
(575 )
(23 )
Changes, net of acquisitions, in:
Accounts receivable
(6,947 )
(1,308 )
Factor accounts receivable
(31,542 )
(18,647 )
Inventories
(30,567 )
25,303
Prepaid expenses, income tax receivables, prepaid taxes, and other assets
133
(1,060 )
Accounts payable and accrued expenses
37,339
7,052
Accrued incentive compensation
3,118
280
Leases and other liabilities
(6,979 )
(8,061 )
Payment of contingent consideration
—
(1,153 )
Net cash provided by operating activities
198,096
229,237
Cash flows from investing activities:
Capital expenditures
(25,911 )
(19,470 )
Purchases of short-term investments
(21,405 )
(25,688 )
Maturity/sale of short-term investments
22,139
25,872
Acquisition of businesses
(13,976 )
(75,271 )
Other investing activities
(340 )
(5,335 )
Net cash used in investing activities
(39,493 )
(99,892 )
Cash flows from financing activities:
Proceeds from exercise of stock options
1,613
1,205
Investment of noncontrolling interest
—
4,486
Acquisition of incremental ownership of joint ventures
(1,500 )
—
Distributions to noncontrolling interest earnings
—
(1,102 )
Common stock repurchased and net settlements of stock awards
(98,433 )
(142,348 )
Cash dividends paid on common stock
(61,039 )
(63,177 )
Payment of contingent consideration
(8,547 )
—
Net cash used in financing activities
(167,906 )
(200,936 )
Effect of exchange rate changes on cash and cash equivalents
(5,413 )
1,518
Net change in cash and cash equivalents
(14,716 )
(70,073 )
Cash and cash equivalents – beginning of year
204,640
274,713
Cash and cash equivalents – end of year
$ 189,924
$ 204,640
STEVEN
MADDEN, LTD. AND SUBSIDIARIES
NON-GAAP
RECONCILIATION
(In
thousands, except per share amounts)
(Unaudited)
The
Company uses non-GAAP financial information to evaluate its operating performance and to represent the manner in which the Company conducts
and views its business. Additionally, the Company believes the information assists investors in comparing the Company’s performance
across reporting periods on a consistent basis by excluding items that are not indicative of its core business. The non-GAAP financial
information is provided in addition to, and not as an alternative to, the Company’s reported results prepared in accordance with
GAAP. The following reconciles the Company’s reported results and outlook in accordance with GAAP with the non-GAAP information
that the Company also presents. Additional information regarding Non-GAAP Adjustments is presented below.
Table
1 - Reconciliation of GAAP gross profit to Adjusted gross profit
Three Months Ended
Twelve Months Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
GAAP gross profit
$ 235,444
$ 214,827
$ 936,932
$ 832,414
Non-GAAP Adjustments
42
2,023
435
2,023
Adjusted gross profit
$ 235,486
$ 216,850
$ 937,367
$ 834,437
Table 2 - Reconciliation of GAAP operating expenses to Adjusted operating expenses
Three Months Ended
Twelve Months Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
GAAP operating expenses
$ 191,593
$ 168,374
$ 698,936
$ 612,672
Non-GAAP Adjustments
(8,736 )
(4,485 )
(15,038 )
(6,784 )
Adjusted operating expenses
$ 182,857
$ 163,889
$ 683,898
$ 605,888
Table 3 - Reconciliation of GAAP income from operations to Adjusted income from operations
Three Months Ended
Twelve Months Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
GAAP income from operations
$ 46,745
$ 39,933
$ 224,939
$ 213,222
Non-GAAP Adjustments
5,884
13,029
28,529
15,327
Adjusted income from operations
$ 52,629
$ 52,962
$ 253,468
$ 228,549
Table 4 - Reconciliation of GAAP provision for income taxes to Adjusted provision for income taxes
Three Months Ended
Twelve Months Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
GAAP provision for income taxes
$ 10,171
$ 4,420
$ 54,575
$ 46,639
Non-GAAP Adjustments
1,342
3,391
5,374
3,700
Adjusted provision for income taxes
$ 11,513
$ 7,811
$ 59,949
$ 50,339
Table 5 - Reconciliation of GAAP net income attributable to noncontrolling interest to Adjusted net income attributable to noncontrolling interest
Three Months Ended
Twelve Months Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
GAAP net income attributable to noncontrolling interest
$ 3,002
$ 1,126
$ 6,512
$ 2,421
Non-GAAP Adjustments
—
498
155
498
Adjusted net income attributable to noncontrolling interest
$ 3,002
$ 1,624
$ 6,667
$ 2,919
Table 6 - Reconciliation of GAAP net income attributable to Steven Madden, Ltd. to Adjusted net income attributable to Steven Madden, Ltd.
Three Months Ended
Twelve Months Ended
December 31, 2024
December 31, 2023
December 31, 2024
December 31, 2023
GAAP net income attributable to Steven Madden, Ltd.
$ 34,801
$ 35,881
$ 169,390
$ 171,554
Non-GAAP Adjustments
4,542
9,140
23,000
11,129
Adjusted net income attributable to Steven Madden, Ltd.
$ 39,343
$ 45,021
$ 192,390
$ 182,683
GAAP diluted income per share
$ 0.49
$ 0.49
$ 2.35
$ 2.30
Adjusted diluted income per share
$ 0.55
$ 0.61
$ 2.67
$ 2.45
Non-GAAP
Adjustments include the items below.
For
the fourth quarter 2024:
●
$1.8
million pre-tax ($1.3 million after-tax) expense in connection with severances and related charges, included in operating expenses.
●
$3.4
million pre-tax ($2.6 million after-tax) expense in connection with legal settlements and related fees, included in operating expenses.
●
$3.6
million pre-tax ($2.8 million after-tax) expense in connection with acquisitions, formation of joint ventures and reorganization
of foreign entities, included in operating expenses.
●
$2.9
million pre-tax ($2.2 million after-tax) benefit in connection with the change in valuation of a contingent consideration liability
in connection with the acquisition of Almost Famous.
For
the fourth quarter 2023:
●
$2.0 million pre-tax ($1.5 million after-tax) expense in connection with the purchase accounting fair value adjustment of inventory
acquired in the Almost Famous acquisition, included in cost of goods sold.
●
$2.0 million pre-tax ($1.5 million after-tax) expense in connection with certain severances, termination benefits and a corporate
office relocation, included in operating expenses.
●
$2.4
million pre-tax ($1.9 million after-tax) expense in connection with an acquisition and formation of joint ventures, included in operating
expenses.
●
$6.5
million pre-tax ($5.0 million after-tax) expense in connection with a trademark impairment.
●
$0.3
million tax benefit in connection with deferred tax adjustments.
●
$0.5
million loss attributable to noncontrolling interest in connection with a trademark impairment.
For
the full year 2024:
●
$0.4 million pre-tax ($0.3 million after-tax) expense in connection with the purchase accounting fair value adjustment of inventory
from acquired businesses, included in cost of goods sold.
●
$1.8 million pre-tax ($1.3 million after-tax) expense in connection with severances and related charges, included in operating expenses.
●
$3.2
million pre-tax ($3.7 million after-tax) expense in connection with a divestiture of a business, included in operating expenses.
●
$3.4
million pre-tax ($2.6 million after-tax) expense in connection with legal settlements and related fees, included in operating expenses.
●
$6.7 million pre-tax ($5.2 million after-tax) expense in connection with acquisitions, formation of joint ventures and reorganization
of foreign entities, included in operating expenses.
●
$2.7
million pre-tax ($2.1 million after-tax) expense in connection with the change in valuation of a contingent consideration liability
in connection with the acquisition of Almost Famous.
●
$10.3
million pre-tax ($7.9 million after-tax) expense in connection with trademark impairments.
For
the full year 2023:
●
$2.0
million pre-tax ($1.5 million after-tax) expense in connection with the purchase accounting fair value adjustment of inventory acquired
in the Almost Famous acquisition, included in cost of goods sold.
●
$2.2
million pre-tax ($1.6 million after-tax) benefit in connection with the dissolution of an entity in Asia, included in operating expenses.
●
$2.4
million pre-tax ($1.9 million after-tax) expense in connection with an acquisition and formation of joint ventures, included in operating
expenses.
●
$2.7
million pre-tax ($2.3 million after-tax) expense in connection with the write-off of an investment in a subsidiary in Asia, included
in operating expenses.
●
$3.8
million pre-tax ($2.9 million after-tax) expense in connection with certain severances, termination benefits and a corporate office
relocation, included in operating expenses.
●
$6.5
million pre-tax ($5.0 million after-tax) expense in connection with a trademark impairment.
●
$0.3
million tax benefit in connection with deferred tax adjustments.
●
$0.5
million loss attributable to noncontrolling interest in connection with a trademark impairment.
Contact
Steven
Madden, Ltd.
VP
of Corporate Development & Investor Relations
Danielle
McCoy
718-308-2611
InvestorRelations@stevemadden.com
the item shown at left
other guidance in this release
Text is the filed exhibit, verbatim.