RISK FACTORS AND CAUTIONARY STATEMENTS
Published on March 31, 1999
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 Securities and Exchange Commission (the "Commission"), in the
Company's press releases, letters to shareholders and in oral statements made by
the Company's representatives, the words or phrases "should result," "are
expected to," "targeted," "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 discussion supersedes the discussion in the Company's
current Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.
Earnings Estimates; Cost Reductions. From time to time, 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 11 to 15
percent annual growth in earnings in1999 and 2000, 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. In addition, it is not expected that the
earnings growth projected for 1999 and 2000 will be representative of results
that may be achieved in subsequent years.
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, 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.
Timing and Amount of Anticipated Cost Reductions. With regard to the results of
the Company's ongoing cost reduction efforts (including the Company's current
review of its Selling, General and Administrative cost levels), there can be no
assurance that the projected annual cost savings will be fully realized or will
be achieved within the time periods expected. The implementation of the printing
plant closures upon which some of the anticipated savings depend 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. The Company has previously
experienced unanticipated delays in the planned roll-out of its on-line ordering
system. Although the Company began converting customers to this new system in
the fourth quarter of 1998 and believes that the delays it has experienced in
the past will not materially affect its current plant closing schedule, there
can be no assurances such will be the case or that additional sources of delays
will not be encountered because of the complexities inherent in the development
of software products as sophisticated as those needed to accomplish this task.
Any such event could adversely affect the planned consolidation of the Company's
printing facilities and the achievement of the expected productivity
improvements and delay the realization or reduce the amount of the anticipated
expense reductions.
In addition, the achievement of the targeted level of cost savings is dependent
upon the successful execution of a variety of other cost reduction strategies
throughout the Company's operations. These additional efforts include the
consolidation of the Company's purchasing process and certain administrative and
sales support organizations, the disposition of unprofitable or low-margin
businesses, headcount reductions and other efforts. The optimum means of
realizing many of these strategies is
still being evaluated by the Company. Unexpected delays, complicating factors
and other hindrances are common in the implementation of these types of
endeavors and can arise from a variety of sources, some of which are likely to
have been unanticipated. The Company may also incur additional charges against
its earnings in connection with future programs. 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.
Other Dispositions and Acquisitions. In connection with its ongoing
restructuring, the Company may also consider divesting or discontinuing the
operations 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 consequent 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 or that any such loss can
be counterbalanced through the addition of new customers or by expanded sales to
the Company's remaining customers.
Revised Analytic Approach. The Company has announced that it is applying a new
methodology for evaluating the Company's projected return on various forms of
investment. The use of this methodology represents a revised analytic approach
by the Company and the long-term benefits to be derived therefrom cannot
presently be precisely determined.
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 business. 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 or delivery in the
retail prices of its products.
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 similar pressures can
reasonably be expected in the future, although the timing and amount of reduced
profits that may result from such pressure is not ascertainable.
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 electronic and other 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. The Company believes that
there will continue to be a substantial market for checks for the foreseeable
future, although a reduction in the volume of checks used by consumers is
expected. The rate and the extent to which alternative payment methods will
achieve consumer acceptance and replace checks cannot, however, be predicted
with certainty. A surge in the popularity of any of these alternative payment
methods could have 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.
Although the Company believes that is recent acquisition of eFunds Corporation
("eFunds") may enable it to prolong the viability of the paper check as a
payment mechanism by accelerating processing times and reducing processing
costs, there can be no assurance that the check conversion technology developed
by eFunds and its competitors will achieve widespread market or consumer
acceptance or have a measurable impact on the market for the Company's principal
product.
Debit Bureau. The Company has announced its intention to offer decision support
tools and information to 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 the first service enhanced with this data Fraud FinderSM, will be
commercially released when scheduled or that it will generate
revenues in material amounts. Further, there can be no assurance that the
Company's Debit BureauSM initiative will result in the introduction of a
significant number of new products or services or the generation of incremental
revenues or profits in material amounts. In any event, the continued development
of the debit bureau is expected to require a significant level of investment by
the Company.
HCL Joint Venture. There can be no assurance that the software, transaction
processing services and 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 achieve its 1999 revenue target
of $25 million or that it will ever generate significant revenues or profits or
provide an adequate return on the Company's investment.
Limited Source of Supply. The Company's check printing business utilizes a paper
printing plate material that is available from only a limited number of sources.
The Company believes it has a reliable source of supply for this material and
that it maintains an inventory sufficient to avoid any production disruptions in
the event of an interruption of its supply. In the event, however, that the
Company's current supplier becomes unwilling or unable to supply the required
printing plate material at an acceptable price and the Company is unable to
locate a suitable alternative source within a reasonable time frame, the Company
would be forced to convert its facilities to an alternative printing process.
Any such conversion would require the unanticipated investment of significant
sums and there can be no assurance that the conversion could be accomplished
without production delays.
Year 2000 Readiness Disclosure. In 1996, the Company initiated a company-wide
program to prepare its computer systems, applications and embedded chip
equipment and third-party suppliers/customers for the year 2000. Although the
Company presently believes that with the planned modifications to existing
systems and the replacement or retirement 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, there can be no absolute
assurances in this regard. The Company's business operations, as well as its
ability to provide products and services to its customers without undue delay or
interruption, could be at risk in the event unanticipated year 2000 issues
arise. In addition, there can be no absolute assurances that unanticipated
expenses related to the Company's ongoing year 2000 compliance efforts will not
be incurred. The Company
has communicated with its key 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. There can be no guarantee 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 and there can be no assurance that the
Company's contingency plans will adequately mitigate the effects of any third
party noncompliance. In addition, it is unrealistic to assume that the Company
could remain unaffected if the year 2000 issue results in a widespread economic
downturn. Also, it is possible that the Company's insurance carriers could
assert that its existing liability insurance programs do not cover liabilities
arising out of any operational problems associated with the advent of the year
2000.