RISK FACTORS AND CAUTIONARY STATEMENTS
Published on March 31, 1998
EXHIBIT 99.1
RISK FACTORS AND CAUTIONARY STATEMENTS
When used in this Annual Report on Form 10-K and in future filings by the
Company with the Commission, in the Company's press releases and in oral
statements made with the approval of an authorized executive officer, the words
or phrases "should result," "are expected to," "will continue," "will
approximate," "is anticipated," "estimate," "project" or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are
necessarily subject to certain risks and uncertainties, including those
discussed below, that could cause actual results to differ materially from
the Company's historical experience and its present expectations or projections.
Caution should be taken not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. The factors listed below could
affect the Company's financial performance and could cause the Company's actual
results for future periods to differ from any opinions or statements expressed
with respect thereto. Such differences could be material and adverse.
The Company will not undertake and specifically declines any obligation to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances occurring after
the date of such statements or to reflect the occurrence of anticipated or
unanticipated events. This Exhibit 99 statement supersedes and replaces the
discussion in Item 5 of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
Earnings Estimates. From time to time, the authorized representatives of the
Company may make predictions or forecasts regarding the Company's future
results, including estimated earnings or earnings from operations. Any forecast,
including the Company's current statement that it expects to achieve at least 3
to 6 percent annual growth in revenues and 5 to 9 percent annual growth earnings
in 1998, regarding the Company's future performance reflects various
assumptions. These assumptions are subject to significant uncertainties and, as
a matter of course, many of them will prove to be incorrect. Further, the
achievement of any forecast depends on numerous factors (including those
described in this discussion), many of which are beyond the Company's control.
As a result, there can be no assurance that the Company's performance will be
consistent with any management forecasts and the variation from such forecasts
may be material and adverse. Investors are cautioned not to base their entire
analysis of the Company's business and prospects upon isolated predictions, but
instead are encouraged to utilize the entire available mix of historical and
forward-looking information made available by the Company and other information
affecting the Company and its products when evaluating the Company's prospective
results of operations.
In addition, authorized representatives of the Company may occasionally comment
on the perceived reasonableness of published reports by independent analysts
regarding the Company's projected future performance. Such comments should not
be interpreted as an endorsement or adoption of any given estimate or range of
estimates or the assumptions and methodologies upon which such estimates are
based. Generally speaking, the Company does not make public its own internal
projections, budgets or estimates. Undue reliance should not be placed on any
comments regarding the conformity, or lack thereof, of any independent estimates
with the Company's own present expectations regarding its future results of
operations.
The methodologies employed by the Company in arriving at its own internal
projections and the approaches taken by independent analysts in making their
estimates are likely different in many significant respects. Although the
Company may presently perceive a given estimate to be reasonable, changes in the
Company's business, market conditions or the general economic climate may have
varying effects on the results obtained through the use of differing analyses
and assumptions. The Company expressly disclaims any continuing responsibility
to advise analysts or the public markets of its view regarding the current
accuracy of the published estimates of outside analysts. Persons relying on such
estimates should pursue their own independent investigation and analysis of
their accuracy and the reasonableness of the assumptions on which they are
based.
Sales of Businesses. The Company has a continuing intention to divest the
remaining businesses comprising its Deluxe Direct segment. The possibility
exists, however, that the Company will not identify a suitable, viable buyer or
receive an acceptable price for the entities to be divested. A failure to
identify an appropriate buyer and/or reach an acceptable purchase price could
materially delay the anticipated sales and/or could result in further write-offs
by the Company, some of which could be significant. In addition, delays in the
execution of these sales could cause the Company to incur continued operating
losses from the businesses sought to be divested or make unanticipated
investments in those businesses. Any such delay would also postpone the receipt
and use by the Company of the proceeds expected to be generated thereby.
Other Dispositions and Acquisitions. In connection with its ongoing
restructuring, the Company may also consider divesting or discontinuing the
operation of various business units and assets and the Company may undertake one
or more significant acquisitions. Any such divestiture or discontinuance could
result in write-offs by the Company, some or all of which could be significant.
In addition, a significant acquisition could result in future earnings dilution
for the Company's shareholders.
Effect of Financial Institution Consolidation. There is an ongoing trend towards
increasing consolidation within the banking industry that has resulted in
increased competition and pressure on check prices. This concentration greatly
increases the importance to the Company of retaining its major customers and
attracting significant additional customers in an increasingly competitive
environment. Although the Company devotes considerable efforts towards the
development of a competitively priced, high quality suite of products for the
financial services and retail industries, there can be no assurance that
significant customers will not be lost nor that any such loss can be
counterbalanced through the addition of new customers or by expanded sales to
the Company's remaining customers.
Raw Material Postage Costs and Delivery Costs. Increases in the price of paper
and the cost of postage can adversely affect the profitability of the Company's
printing and mail order businesses. Events such as the 1997 UPS strike can also
adversely impact the Company's margins by imposing higher delivery costs.
Competitive pressures and overall trends in the marketplace may have the effect
of inhibiting the Company's ability to reflect increased costs of production in
the retail prices of its products.
Timing and Amount of Anticipated Cost Reductions. With regard to the results of
the Company's ongoing cost reduction efforts, there can be no assurance that the
anticipated cost savings will be fully realized or will be achieved within the
time periods expected. The implementation of the printing plant closures is, in
large part, dependent upon the successful development of the software needed to
streamline the check ordering process and redistribute the resultant order flow
among the Company's remaining printing plants. Because of the complexities
inherent in the development of software products as sophisticated as those
needed to accomplish this task, there can be no assurance that unanticipated
development or conversion delays will not occur or that the delays recently
experienced by the Company in connection with such development and the
conversion will not continue beyond the Company's current expectations. Any such
occurrence (or the continuation of any such delay beyond current expectations)
could adversely affect the planned consolidation of the Company's printing
facilities and delay the realization or reduce the amount of the anticipated
expense reductions.
In addition, the achievement of the expected level of cost savings is dependent
upon the successful execution of a variety of other cost reduction strategies.
These additional efforts include the consolidation of the Company's purchasing
process, the disposition of unprofitable or low-margin businesses and other
efforts. The optimum means of realizing many of these strategies is, in some
cases, still being evaluated by the Company. Unexpected delays, complicating
factors and other hindrances are common in these types of endeavors and can
arise from a variety of sources, some of which are likely to have been
unanticipated. A failure to timely achieve one or more of the Company's primary
cost reduction objectives could materially reduce the benefit to the Company of
its cost savings programs and strategies or substantially delay the full
realization of their expected benefits.
Further, there can be no assurance that increased expenses attributable to other
areas of the Company's operations or to increases in raw material, labor,
equipment or other costs will not offset some or all of the savings expected to
be achieved through the cost reduction efforts. Competitive pressures and other
market factors may also require the Company to share the benefit of some or all
of any savings with its customers or otherwise adversely affect the prices it
receives or the market for its products. As a result, even if the expected cost
reductions are fully achieved in a timely manner, such reductions are not likely
to be fully reflected by commensurate gains in the Company's net income, cash
position, dividend rate or the price of its Common Stock.
Competition. Although the Company believes it is the leading check printer in
the United States, it faces considerable competition from other smaller
companies in both its traditional marketing channel to financial institutions
and from direct mail marketers of checks. From time to time, one or more of
these competitors reduce the prices of their products in an attempt to gain
market share. The corresponding pricing pressure placed on the Company has
resulted in reduced profit margins in the past and there can be no assurance
that similar pressures will not be exerted in the future.
Check printing is, and is expected to continue to be, an essential part of the
Company's business and the principal source of its operating income for at least
the next several years. A wide variety of alternative payment delivery systems,
including credit cards, debit cards, smart cards, ATM machines, direct deposit
and bill paying services, home banking applications and Internet-based retail
services, are in various stages of maturity or development and additional
systems will likely be introduced.
Although the Company expects that there will continue to be a substantial market
for checks for the foreseeable future, the rate and the extent to which these
alternative systems will achieve consumer acceptance and replace checks cannot
be predicted. A surge in the popularity of any of these alternative payment
methods could have a material, adverse effect on the demand for the Company's
primary products and its account verification, payment protection and collection
services. The creation of these alternative payment methodologies has also
resulted in an increased interest in transaction processing as a source of
revenue, which has led to increased competition for the Company's transaction
processing businesses.
Seasonality. A significant portion of the revenues and earnings of the Company's
Deluxe Direct segment is dependent upon its results of operations during the
fourth quarter. As a result, the results reported for this division during the
first three quarters of any given year are not necessarily indicative of those
which may be expected for the entire year.
HCL Joint Venture. There can be no assurance that the software and transaction
processing products and software development services proposed to be offered by
the Company's joint venture with HCL Corporation of New Delhi, India will
achieve market acceptance in either the United States or India. In addition, the
Company has no operational experience in India and only limited international
exposure to date. Operations in foreign countries are subject to numerous
potential obstacles including, among other things, cultural differences,
political unrest, export controls, governmental interference or regulation (both
domestic and foreign), currency fluctuations, personnel issues and varying
competitive conditions. There can be no assurance that one or more of these
factors, or additional causes or influences, many of which are likely to have
been unanticipated and beyond the ability of the Company to control, will not
operate to inhibit the success of the venture. As a result, there can be no
assurance that the HCL joint venture will generate significant revenues or
profits or provide an adequate return on any investment by the Company.
Debit Bureau. The Company has recently announced an alliance with several
entities that is intended to offer decision support tools for retailers and
financial institutions that offer or accept direct debit-based products, such as
checking accounts, ATM cards and debit cards. To date, this effort has primarily
been directed towards the creation of the supporting data warehouse and research
regarding the utility and value of the data available to the Company for use in
this area. There can be no assurance that this effort will result in the
introduction of a significant number of new products or the generation of
incremental revenues in material amounts.
Year 2000. In 1996, the Company initiated a companywide program to prepare its
computer systems and applications for the year 2000. During 1997, the Company
identified the systems affected, determined a resolution strategy for each
affected system, and began executing these resolution strategies. The Company
expects either to modify or upgrade existing systems or replace some systems
through other development projects. The Company expects to incur expenses of $17
million over the next two years, consisting of both internal staff costs and
consulting expenses, as it continues to implement its resolution strategy.
Because of the nature of the Company's business, the year 2000 issue would, if
it is not successfully resolved, pose a significant business risk for the
Company. The Company presently believes that with the planned modifications to
existing systems and the replacement of other systems, the year 2000 compliance
issue will be resolved in a timely manner and will not pose significant
operational problems for the Company, but the Company's ultimate success in this
endeavor cannot be assured. Additionally, the Company has communicated with its
suppliers and customers to determine their year 2000 readiness and the extent to
which the Company is vulnerable to any third party year 2000 issues. However,
there can be no assurances that the systems of other companies on which the
Company's systems rely will be converted in a timely manner or in a manner that
is compatible with the Company's systems. A failure by such a company to convert
their systems in a timely manner or a conversion that renders such systems
incompatible with those of the Company could have a material adverse effect on
the Company.