Logo of jester cap with thought bubble.

Image source: The Motley Fool.

Carriage Services Inc  (CSV 3.88%)
Q1 2019 Earnings Call
May. 02, 2019, 10:30 a.m. ET

Contents:

  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:

Operator

Good morning, ladies and gentlemen, and welcome to the Carriage Services First Quarter 2019 Earnings Webcast. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. (Operator Instructions) As a reminder, this conference call is being recorded.

I would now like to hand over the call to your host, Mr. Viki Blinderman, Senior Vice President.

Viki K. Blinderman -- Senior Vice President, Principal Financial Officer and Secretary

Thank you and good morning everyone. Today we'll be discussing the Company's first quarter results for 2019. Our related earnings release was made public yesterday after the market closed.

Carriage Services has posted the press release including supplemental financial tables and information on the Investors page of our website. This audio conference is being recorded, and an archive will be made available on our website later today through May 7th. Replay information for the call can be found in the press release distributed yesterday.

On the call today for management, besides myself, is Mel Payne, Chairman and Chief Executive Officer; and Ben Brink Chief Financial Officer. Today's call will begin with formal remarks from management followed by a question-and-answer period.

Please note that during the call we will be making forward-looking statements in accordance with Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. I would like to call your attention to the risk associated with these statements, which are more fully described in the Company's report filed on Form 10-K and other filings with the Securities and Exchange Commission. Forward-looking statements, assumptions or factors, stated or referred to on this conference call are based on the information available to Carriage Services as of today. Carriage Services expressly declaims any duty to provide updates to these forward-looking statements, assumptions or other factors after the date of this call to reflect the occurrence of events, circumstances or changes in expectations.

Furthermore, during the course of the morning's call, we will reference certain non-GAAP financial performance measures. Management's opinion regarding the usefulness of such measures together with a reconciliation of such measures to the most directly comparable GAAP measures for historical periods are included in the press release and the Company's filings with the SEC.

Now, I'd like to turn the call over to Ben.

Brink Carl Benjamin -- Chief Financial Officer

Thank you, Viki. Overall, we are pleased with our financial and operational results from the first quarter and with the progress we have made during the first four months of our CARRIAGE SERVICES 2019: Back To The Future-A NEW BEGINNING-PART II.

As expected, we experienced a decline in funeral volumes versus the first quarter of last year due to an unusually severe flu season during the early part of 2018. The decline in Funeral volumes and the $2.6 million increase in interest expense from our balance sheet recapitalization process last May were the primary drivers of the $0.21 year-over-year decline in our diluted earnings per share.

Nonetheless, we saw significant evidence during the first quarter in our operating performance that our managing partners and their high performance teams have responded to the evolutionary changes we made to our Standards Operating Model that were announced in the fourth quarter of last year. Over the first four months of the year, we've experienced improved morale, collaboration and operational discipline across all of Carriage. We've improved the sharing of unique and creative service ideas throughout our businesses and improve the support resources in specific areas that were identified in feedback from our managing partners last year and we still have plenty more to do.

In businesses, our specific markets where we continue to face challenges, our operating teams have been proactive and diligent in making the necessary changes to turn those challenges into opportunities. Needless to say, the rapid rate of strategic change here Carriage has and will persist as we work to take advantage of numerous short term and long term opportunities we have across our entire portfolio. Taken together, we remain confident that our operational and financial results will improve both comparatively the last year and relative to our high performance expectations throughout the remainder of the year.

Now we'll review our financial results. For the first quarter, revenue declined 5.9% to $69.1 million, primarily due to lower same-store Funeral Home revenue related to the decrease in call volume and the loss of revenue from a cemetery management contract that ended in the first quarter of last year.

Adjusted consolidated EBITDA declined $1.6 million or 7.1% to $20.9 million, and adjusted consolidated EBITDA margin declined 40 basis points to 30.2%. Our adjusted diluted earnings per share for the first quarter was $0.38, a decline of $0.21 from the first quarter of 2018, primarily driven by lower funeral call volumes and higher interest expense.

In our Funeral Home segment, same-store revenue declined $3.6 million to $45.5 million. Same-store field EBITDA declined $2.3 million to $17.9 million, and field EBITDA margin contracted 190 basis points to 39.5%. The entire decline in field EBITDA margin in our same-store Funeral Home segment was due to lower funeral call volumes and the associated negative operating leverage.

We have lower operating expenses in all significant controllable expense categories which is a positive indicator for improved margin performance as we move through the year. Margins in our acquisition Funeral Home portfolio improved 40 basis points to 38.4%, as many of the previous issues around integration have been addressed over the past two quarters. We're pleased with the progress the business has acquired over the past two years have made and remain excited for their long-term potential.

Cemetery revenue was flat at $11.3 million and Cemetery field EBITDA declined $200,000 to $3.6 million. While not fully evident in first quarter numbers, we've done a lot of heavy lifting throughout our Cemetery portfolio around people, inventory and sales structure that we believe has generated positive momentum in our sales organization that we can carry the rest of the year and beyond. To all of our sales -- Cemetery sales leaders, counselors and support staffs keep up the good work.

Overhead expenses declined 11.2% or $1 million to $7.8 million, which is in line with our expectation of a decrease of $4 million in overhead expenses in 2019 compared to last year. Non-cash stock compensation also declined in line with our expectations, due to the cancellation of previously issued performance awards and a decrease in expense related to our recently approved long-term incentive award.

Adjusted free cash flow declined $3.8 million due to declines in previously discussed operating results and some small working capital variances that we anticipate will normalize over the rest of the year. As a reminder, free cash flow will benefit from Carriage paying no federal cash income taxes in 2019. We still expect capital expenditures to be between $17 million and $19 million this year, with maintenance CapEx representing $10 million of that number. Also, our covenant compliance debt to EBITDA leverage ratio increased slightly to 5.2 times.

To summarize, we feel good about the progress we've made in the short amount of time and remain confident that our results will improve throughout the rest of the year as we begin to show the true earnings power of Carriage. We are therefore reiterating our rolling four quarter adjusted diluting earnings per share outlook to $1.34 and $1.44.

I would now like to introduce our first quarter high performance heroes. First off: David Keller, Lane Funeral Home, Coulter Chapel at Chattanooga, Tennessee; Ben Friberg, Heritage Funeral Home and Crematory at Fort Oglethorpe, Georgia; Joe Waterwash, Baird-Case Jordan-Fannin Funeral Home & Cremation Center at Fort Lauderdale, Florida; Liz Coffelt, Becker-Ritter Funeral Home, Brookfield, Wisconsin; Robert Green, Schooler-Armstrong Funeral Home & Chapel, Amarillo, Texas; Raymond Lucero, Berardinelli Family Service -- Family Funeral Service, Santa Fe, New Mexico; Ken Summers, P.L. Fry & Son Funeral Home, Manteca, California; Kristi AhYou, Franklin & Downs Funeral Homes, Modesto, California, and Steve Mora, Conejo Mountain Memorial Park, Camarillo, California.

And with that, we'd like to open the call up for questions.

Questions and Answers:

Operator

Thank you, sir. (Operator Instructions) Your first question is from Alex Paris from Barrington Research. Your line is now open. Please go ahead.

Alex Paris -- Barrington Research -- Analyst

Good morning everyone.

Brink Carl Benjamin -- Chief Financial Officer

Hey, Alex.

Alex Paris -- Barrington Research -- Analyst

As you had said and as we had expected, Q1 was a tough comp on the funeral services side, your larger -- publicly traded competitor said the same last week when they reported. If you look at total same-store funeral contracts, they were up 3.4% in the first quarter of last year, and then ultimately over the course of the year, it normalized. So we had a full year annual death rate sort of impact in line with historical numbers. Likewise, given that your total same-store funeral contracts were down 5.7% in the first quarter year-over-year against that tough comp, I'm assuming you would expect that to normalize over the course of the year and it really looks like you have easy comps using that metric with Q2, Q3 of last year, both being down year-over-year and Q4 being pretty flat. So that was your toughest comp for the year. I would assume the comps get easier and then all of the changes that you've made to the Standard Operating Model and things like that, and some of the positive things that you noted in your prepared remarks should lead us to much better results in Q2, Q3 and Q4 for funeral services contract volume. Am I right? Am I wrong?

Mel Payne -- Chief Executive Officer and Chairman of the Board

Hey, Alex. This is Mel. You're spot on right. I remember this call last year and I remember getting the question, I don't know if it was from you or not, but just last year in December and January, the flu season was extraordinarily severe and you know there was like a crisis in the country with deaths from flu and all that. And somebody asked me one question, are you seeing this severe flu season into the beginning of the year, I guess, this was in January. And of course we were, and I remember saying, look, I've been through this before. I remember January '94, which has bought a group in Chattanooga, North Georgia. This severe flu season, people were dying left and right. We had a 50% EBITDA margin for January, and I said, Oh my God, I'm rich. Well, that was the beginning of me learning about how unpredictable seasons can go. And by the end of that year, I was feeling poor again. I fully expect that by the end of this year I'll be feeling rich again.

Alex Paris -- Barrington Research -- Analyst

Great.

Mel Payne -- Chief Executive Officer and Chairman of the Board

We've made a lot of changes. The cops were against this but people in the business for us and our people who are supporting them, some of whom are in this room throughout the organization, it's never been more alive and more focused on doing the right thing and our businesses are responding. I agree with everything that had been said, and so we're very optimistic from here on.

Alex Paris -- Barrington Research -- Analyst

Great. And that's reflected in your rolling four quarter guidance?

Brink Carl Benjamin -- Chief Financial Officer

Yes it is.

Alex Paris -- Barrington Research -- Analyst

How much of a headwind was the cremation rate in the quarter or recently, I think again, your large publicly traded competitor said that it had a negative impact, say of 200 -- it shifted by about 200 basis points in the first quarter year-over-year. What's your experiences in the Carriage Services portfolio of Funeral Home?

Brink Carl Benjamin -- Chief Financial Officer

Yeah, within our portfolio, the delta in same-store apples-to-apples was about 80 basis points, 90 basis points, increasing cremation rate just over 53%. So kind of in line with what the trend what we've seen historically, nothing outside the norm of what we've seen.

Mel Payne -- Chief Executive Officer and Chairman of the Board

And we make this point, Alex, what happened to us over the last two years '17 and '18, it wasn't a function of the cremation rate. It was a function of everything that I wrote about in my shareholder letter and that was a symptom that made it look to the outside world like that was a causal factor, but it really wasn't. And what we're seeing now is, I mean, I'm not even paying attention -- I'm paying attention to what ticks up on the mix here and there, but that's not the driving factor of performance in this Company. It's -- it's people really believing in this new updated Standards Model and believing they can be successful and being supported to be successful and having the right people in place.

And right now, we've made a lot of changes, including in the first quarter. We continue to focus really hard on discovering opportunities case by case, business by business, where there's a lot of upside and we're making moves.

Alex Paris -- Barrington Research -- Analyst

And just a follow-on there. Refresh my memory, what's the revenue per contract roughly on a traditional funeral versus the revenue per contract on a cremation? And then what's been the growth rate in each in recent years or recent quarter, how you want to answer the question?

Brink Carl Benjamin -- Chief Financial Officer

Yeah, it's -- so within our portfolio, $9,000 for traditional burial contract, approximately $35,000 for a cremation contract. Not quite sure on the percentages, but over the last four, five years that cremation contracts move from about 3,100 to 3,500 and that's where that's been over the last 18 months or so. And that burial contractors average has moved from approximately 8,500 to 8,600 to that 9,000 level.

Mel Payne -- Chief Executive Officer and Chairman of the Board

So delta has remained about the same, the growth rate has gone up higher on the cremation side just because you have a smaller number.

Alex Paris -- Barrington Research -- Analyst

Got you. Not just because of the smaller number I also assume, because you are adding services for the celebration of life, things like that. And again that would be a people driven process rather than...

Brink Carl Benjamin -- Chief Financial Officer

Oh yeah.

Alex Paris -- Barrington Research -- Analyst

Than just...

Mel Payne -- Chief Executive Officer and Chairman of the Board

No, we're really focused on -- there are no rules on a cremation and you don't want to be in the commodity business with direct cremations. So the only way to get out of that business is to create services that are different than your competitors. And we've done a lot of work in this area with a Carriage portal on the IT side, a lot of additional tools, best practices, innovative ideas being shared across the platform. Very proud of what our sport teams in information technology have done.

Alex Paris -- Barrington Research -- Analyst

Very good. And then my last question is, given your increased optimism and the integration issues within the acquired portfolio seemingly behind you now, what can we expect in terms of M&A activity from Carriage Services in the near to intermediate term?

Brink Carl Benjamin -- Chief Financial Officer

We continue to look at opportunities and we're not out of the game. We have updated the criteria, strategic criteria. So we're more apt to be vetting a business and then applying the right kind of multiples to the future based on the likelihood that that business can grow at a compounded revenue growth rate 2% or 3%. And if they can do that, we'll get 4% or 5% compounded growth rate in EBITDA over first four or five years creating a lot of value.

We're looking, and I'd say, we got a pipeline of acquisition candidates, some of which are high quality and building relationships and they turned.

Alex Paris -- Barrington Research -- Analyst

And has the number of opportunities increased, decreased or stayed the same over the last period of time, say, last year or so?

Mel Payne -- Chief Executive Officer and Chairman of the Board

Well it's been interesting because we went into a total operating mode, let's say, and collapsed the acquisition group but reinvigorated that team with more flexibility. And now we have Shawn Phillips, who went back to heading the Central Region as Regional Partner, also still wears that hat part time. I also have that hat part time. We all have that hat part time, some of what we now call the Boyle (ph) group. So we're going to change our approach there and make it more adaptive to customize the approach. We'll have Standards Council members sometimes go with a team.

So I think we're going to be more effective than we've ever been in the past and the level of activity I would say has continued to be good. We turned down deals more often than we do more work on them, but right now we have a handful of quality candidates. And the best news of all is, we're not -- from what I can tell, we're not having to get deals through auctions.

Alex Paris -- Barrington Research -- Analyst

Very good. Thank you. And then, Ben one last question. Do you have a target for rough debt to EBITDA. I think you just said it was 5.2 times by year end or within a period of time?

Brink Carl Benjamin -- Chief Financial Officer

Nothing specific. I would say leverage will improve through improved operating performance. I think we can make meaningful progress down to that 4.5 times range in the next 12 to 18 months. But I think the focus is improved operational performance and a lower leverage profile will follow.

Mel Payne -- Chief Executive Officer and Chairman of the Board

Yeah, Alex on this point, we did expect to have to deal with what we dealt with starting in the middle of the third quarter of last year, but once it needed to be dealt with, I mean, we went all out. There's only one way to do something and that's do it deep, do it broad and do it right. The best you can define right.

And even when you do that with a plan which we did for the year-end, you then start the execution phase and you begin to have other weak link show up, both in individual businesses and then the corporate organization. So we continue to make changes throughout the first quarter. What that means is, expectations are very low out there in the market vis-a-vis Carriage, otherwise our price wouldn't be what it is? We understand that. And so, we've been through this before. We went back and looked at it in '11, and then what happened '12, '13, '14 -- you'll see -- what I think will happen going forward. So in terms of capital allocation and debt policy and leverage and things like that, I would say, this is a time where we're really focused on first of all getting our operating results way back even beyond what they were to peak before in '16, even beyond that and -- and that's in cemetery and in funeral homes. While we do that and we're not pessimistic about that, it's only a matter of when, we will look at various ways to create value -- intrinsic value in the Company that will show itself in terms of market value for shareholders, but it won't be boilerplate, it won't be formulaic, it'll be more opportunistic and entrepreneurial.

Alex Paris -- Barrington Research -- Analyst

Excellent. Thank you so much for the additional color guys. Good luck.

Brink Carl Benjamin -- Chief Financial Officer

Thank you.

Operator

Thank you. The next question is from Duncan Brown from Wells Fargo.

Duncan Brown -- Wells Fargo -- Analyst

Hey, good morning.

Brink Carl Benjamin -- Chief Financial Officer

Good morning, Duncan.

Duncan Brown -- Wells Fargo -- Analyst

Following up on the M&A question, can you comment anything on valuations and multiples and how that's looking, maybe that has changed over the last bit?

Mel Payne -- Chief Executive Officer and Chairman of the Board

This is Mel. It's a tricky question and the valuation is going to change case by case depending on how big the business is, the bigger the more valuable, the better market it is, the more strong competitive standing it has, the more likely you are to grow revenue at a very high compounded rate versus hanging on the revenue hoping it will be stable. So it's all over the place depending on the criteria. And to throw out a simple multiple of the EBITDA would be misleading, because that's not how we look at it. But we -- but having said that, probably in the range of six to eight somewhere in there, then you'll have fast revenue can be predicted to grow in the future.

Duncan Brown -- Wells Fargo -- Analyst

Great. Thanks. You made some comments on, I think Ben on cemetery side that you've invested in heavy lifting, I think you said on people and infrastructure and that was flat and what's relatively tough comp. I wonder if you could provide a little more color on what's going on in cemetery side and for the outlook there?

Mel Payne -- Chief Executive Officer and Chairman of the Board

Cemetery side has the greatest upside in the history of the Company right now. And I would say, that will begin to be realized. We will look at some structural changes in the organization to make sure that when it shows up, I mean, high performance that it can be sustained. The problem in the past has been we can -- we can use it. And then that will last six months, nine months, a year, sometimes maybe a little more and then it will slide again. We don't want that to be the case and I think we learned a lot over the recent past. I think you'll see a big difference between the past and our cemetery performance going forward.

We've got about 8 or maybe 10 larger businesses, and that's really where you can move the meter when you get the inventory, the product availability, the sales teams, the incentive structure, the system of recognition and constant activity followed and executed. And I think we're real close to getting all those components in place and now we're working on a structural system that will make sure that it's sustained. But I think you'll see from here on out, higher performance in our cemeteries, and they will be very accretive.

Duncan Brown -- Wells Fargo -- Analyst

Okay, thanks. And maybe just a little more on that. I mean, so it sounds like some changes in people and infrastructure. Has there been, I know you have some new builds or additions that you can highlight or talk about?

Mel Payne -- Chief Executive Officer and Chairman of the Board

The simple thing is, once you change leadership -- operational leadership and you find out that things had been put in place that were -- that were you can't do that -- you can't do that, if you do this, this is what you get paid, no more, and this and that, you demoralize any organization, but especially a sales organization, and this is primarily what we found. And so we just got rid of all the reasons not to be able to achieve and with no limit on what you can get paid, and turn them loose with product and support. And when you do that, and you mean it, and you got good players in place, look out, you're going to get what you deserve.

Duncan Brown -- Wells Fargo -- Analyst

Okay. Thanks for that. And then last one for me. I guess, in the quarter, financial revenue was down a little bit more than I might have expected given the market strength and one of you just come out on that?

Brink Carl Benjamin -- Chief Financial Officer

Yes, I think it kind of shows kind of that it's not a one-for-one relationship between what the stock market is doing and what our financial revenue is going to be. Some of that kind of one-time, we'll kind of normalize as we go through the year. We do have a little bit lower allocation to reoccurring fixed income, so that played a little bit role in cemetery special care. But again, we expect that to kind of normalize as we go through the rest of the year.

Mel Payne -- Chief Executive Officer and Chairman of the Board

Yeah, this is Mel, We backed off at the right time last year. Ben went heavy with our money from primarily the equity side and had a big pile of cash when the market turns out. We started putting that money back to work the right time and we participated fully plus some in the big comeback at the beginning of the year.

Duncan Brown -- Wells Fargo -- Analyst

Okay. Thank you.

Mel Payne -- Chief Executive Officer and Chairman of the Board

You bet.

Brink Carl Benjamin -- Chief Financial Officer

Thanks, Duncan.

Operator

Thank you. The next question is from Chris McGinnis from Sidoti.

Chris McGinnis -- Sidoti & Co. -- Analyst

Good morning. Thanks for taking my questions.

Brink Carl Benjamin -- Chief Financial Officer

Good morning, Chris.

Chris McGinnis -- Sidoti & Co. -- Analyst

I was just wondering if you could maybe highlight, I think Mel just touched on some of it, but does the changes structurally, how the -- how the people are responding to that? What is the biggest thing that they are responding to? Is it the pay, the change in the compensation, it sounds like you're giving them a little more opportunity to kind of compensate themselves. You know there's a lot of changes obviously in the last few months. You spoke about what you think the employees are responding to most? Thanks.

Brink Carl Benjamin -- Chief Financial Officer

Yeah. No I think it's lots about the change in incentive structure. It's really about the change in mindset and attitude. As Mel alluded to, breaking down the barriers and breaking down all the reasons why people were being told no and finding ways for people to be told yes and to give them opportunities to succeed in their business. I think a lot of that -- we find that people have bought in across the portfolio. The morale has been tremendous, the feedback has been fantastic, and we expect all of that to show up in the results moving forward. There's a quiet sense of urgency and resolve across the entire organisation and people want to make sure that they live up to the expectations that we have for all of us. So I think that's what people are responding to more than anything else.

Mel Payne -- Chief Executive Officer and Chairman of the Board

Yeah, Chris, this is Mel. I'm looking at our quarterly -- I'm looking -- numbers to me are important, not just because of financial performance, but they're important because of their language. And what I've learned in my career is that, certain numbers tell me a lot about the morale of what's going on in our businesses. This is a language of how people are doing, how they're feeling, whether they're aligned, whether they're stretching, whether they're focused? And if I'm looking at the last year, the first quarter of last year which was a strong volume quarter, we had a 30.6% adjusted consolidated EBITDA margin, 30.6%, in the second quarter it was 23.9%. I mean that's pathetic. In the third it's 24.4%, that's pathetic -- that's pathetic. And in the fourth quarter, it was 25.2%, OK we're in the middle of all this stuff. People didn't know what to expect. We were 25.2%. Well even though we didn't have the volumes in the first quarter of this year, we're 30.2%. 30.2% versus 25.2% versus 24.4% versus 23.9%. I can tell you those three quarters our people were demoralized. They're not demoralized anymore.

And what -- look, I hear this, they send feedback. When they're really highly motivated and aligned, they will let you know it by feedback. When it goes silent, you get these damn low numbers here. And as soon as you get these low numbers, you've got a problem, you've lost touch with your people, and we're no longer out of touch with our people and they're giving us incredible feedback about how they're feeling about the Company, the changes in the Company, what they're willing to do to do their contribution for the Company broadly and this is what we're hearing. And so that will convert itself into high margins, I promise you. And this is just the nature of knowing your Company and knowing your people and knowing how, I guess converted in the numbers, one is bad and the other way around is getting converted into high numbers when it's good. So I want us to get back to a point where we're headed toward an annual EBITDA margin of 30% percent. We want to break that barrier. Never been broken before in the history of the company or the industry that's where we're shooting for and that's some quarterly number.

Chris McGinnis -- Sidoti & Co. -- Analyst

Great. I appreciate that and good luck in Q2.

Brink Carl Benjamin -- Chief Financial Officer

Thanks Chris.

Mel Payne -- Chief Executive Officer and Chairman of the Board

We're not counting, but we will take it.

Operator

Thank you. I'm showing no further questions at this time. I would now like to turn the conference back to Mel Payne for closing remarks.

Mel Payne -- Chief Executive Officer and Chairman of the Board

Thank you very much. Great questions. I'll not elaborate on what I just said but we feel great about our Company. We've got a lot of support from our partners in the field, our Boyle group here in Houston. If you want to find out how much of what I just said is visible, you got to have to come here and visit our people or visit our businesses and we're an open book. We invite everybody who's got an interest in being a long-term investor to get to know more and dive deep. Don't just look at the numbers and we welcome your investment in our Company, and we won't let you down. Thank you for calling in. Bye.

Operator

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation and have a wonderful day. You may all disconnect.

Duration: 32 minutes

Call participants:

Viki K. Blinderman -- Senior Vice President, Principal Financial Officer and Secretary

Brink Carl Benjamin -- Chief Financial Officer

Alex Paris -- Barrington Research -- Analyst

Mel Payne -- Chief Executive Officer and Chairman of the Board

Duncan Brown -- Wells Fargo -- Analyst

Chris McGinnis -- Sidoti & Co. -- Analyst

More CSV analysis

Transcript powered by AlphaStreet

This article is a transcript of this conference call produced for The Motley Fool. While we strive for our Foolish Best, there may be errors, omissions, or inaccuracies in this transcript. As with all our articles, The Motley Fool does not assume any responsibility for your use of this content, and we strongly encourage you to do your own research, including listening to the call yourself and reading the company's SEC filings. Please see our Terms and Conditions for additional details, including our Obligatory Capitalized Disclaimers of Liability.