-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R4Xn/a3bVq+1u4xzV7bo6Vq16PHwuxGybv6C48S2GR/wbgYC/ZX/MPFo0x7o0ijx Kw1ad4RYknMMqridSwY6zg== 0000950142-07-002641.txt : 20071109 0000950142-07-002641.hdr.sgml : 20071109 20071109084937 ACCESSION NUMBER: 0000950142-07-002641 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M & F WORLDWIDE CORP CENTRAL INDEX KEY: 0000945235 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 020423416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13780 FILM NUMBER: 071228411 BUSINESS ADDRESS: STREET 1: 35 E 62ND ST CITY: NEW YUORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10021 8-K 1 form8k_110907.htm CURRENT REPORT

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Sections 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report  (Date of earliest event reported):        November 9, 2007

 

M & F Worldwide Corp.

                  (Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-13780

02-0423416

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

35 East 62nd Street
New York, New York


10065

(Address of principal executive offices)

(Zip Code)

 

(212) 572-8600

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 



 

 

Item 2.02.  Results of Operations and Financial Condition

On November 9, 2007, M & F Worldwide Corp. (the “Company”) reported its results for the third quarter and nine months ended September 30, 2007. The Company’s results are discussed in detail in the press release, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits

 

Exhibit 99.1

Press release issued by the Company on November 9, 2007 furnished pursuant to Item 2.02 of this Current Report on Form 8-K.

 

 

 

 

 

2



 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

M & F WORLDWIDE CORP.


 

By: 



/s/ Barry F. Schwartz

 

 

 

Name:  Barry F. Schwartz

Title:   Acting Chief Executive Officer
            and General Counsel

 

Date: November 9, 2007

 

 

 

3



 

 

INDEX TO EXHIBITS

 

Exhibit Number

Description

99.1

Press release issued by the Company on November 9, 2007 furnished pursuant to Item 2.02 of this Current Report on Form 8-K.

 

 

 

 

 

 

EX-99 2 ex99-1form8k_110907.htm EXHIBIT 99.1

EXHIBIT 99.1

 

 

Contact: Christine Taylor

 

(212)-572-5988

 

M & F WORLDWIDE CORP.

REPORTS THIRD QUARTER 2007 RESULTS

 

New York, NY – November 9, 2007 – M & F Worldwide Corp. (NYSE: MFW - News), today reported results for the third quarter and nine months ended September 30, 2007. As previously announced, on May 1, 2007, M & F Worldwide (the “Company”) completed the acquisition of John H. Harland Company (“Harland”) and related financing transactions. M & F Worldwide’s results for the third quarter and nine months ended September 30, 2007 reflect Harland results from and after May 1, 2007. As a result of the acquisition of Harland, M & F Worldwide now has four business segments, which are operated by Harland Clarke (which is the combination of Clarke American’s check printing, contact center and direct marketing capabilities with Harland’s corresponding businesses), Harland Financial Solutions, Scantron and Mafco Worldwide.

 

Third Quarter Performance

 

Consolidated Results

 

Consolidated net revenues for the third quarter of 2007 were $456.9 million, as compared to $178.0 million for the third quarter of 2006. The Company’s revenues increased by $278.9 million in the third quarter of 2007 primarily as a result of the acquisition of Harland, which accounted for $263.4 million of the increase. Net income for the third quarter of 2007 was $10.1 million, as compared to $11.2 million for the third quarter of 2006. The net income for the third quarter of 2007 includes pre-tax charges of $4.0 million ($2.4 million after tax) due to non-cash fair value purchase accounting adjustments to inventory and deferred revenue, $2.0 million ($1.2 million after tax) for restructuring costs, and $3.1 million ($1.9 million after tax) due to impairment of Alcott Routon intangible assets. Basic earnings per common share was $0.47 for the third quarter of 2007 compared to $0.56 for the third quarter of 2006. Diluted earnings per common share was $0.47 for the third quarter of 2007 compared to $0.55 for the third quarter of 2006.

 

Segment Results

 

Net revenues from the Harland Clarke segment increased by $177.1 million to $332.4 million for the third quarter of 2007 from $155.3 million in the third quarter of 2006, primarily as a result of the Harland acquisition which accounted for $163.1 million of the increase. The remaining $14.0 million of the increase was primarily due to an increase in revenues from a large client and higher revenues per unit, partially offset by a decline in units. Operating income for the Harland Clarke segment was $55.4 million for the third quarter of 2007 as compared to $22.5 million for the third quarter of 2006, primarily resulting from the Harland acquisition which accounted for $29.4 million of the increase. The remaining $3.5 million was largely related to the increase in revenues per unit and cost reductions, partially offset by increased bonus expense and restructuring and integration costs.

 

Net revenues and operating income from the Harland Financial Solutions segment for the third quarter of 2007 were $79.0 million and $9.6 million, respectively. Net revenues and operating income from the Scantron segment for the third quarter of 2007 were $21.9 million and $4.7 million, respectively. Operating income for the Harland Financial Solutions and Scantron

 

1

 



 

segments reflect pre-tax charges of $3.1 million and $0.6 million, respectively, for non-cash fair value purchase accounting adjustments to inventory and deferred revenue.

 

Net revenues from the Licorice Products segment increased by $1.4 million, or 6.2%, to $24.1 million in the third quarter of 2007 from $22.7 million in the third quarter of 2006. Operating income was $7.6 million for the third quarter of 2007 as compared to $7.3 million for the third quarter of 2006. The increase in operating income of $0.3 million was mainly due to the increase in net revenues, offset in part by an increase in manufacturing costs, especially raw materials.

 

Year-to-Date Performance

 

Consolidated Results

 

Consolidated net revenues for the nine months ended September 30, 2007 were $1,014.0 million, as compared to $547.4 million for the nine months ended September 30, 2006. The Company’s revenues increased by $466.6 million in the 2007 period primarily as a result of the Harland acquisition, which accounted for $438.1 million of the increase. Net loss for the nine months ended September 30, 2007 period was $15.7 million, as compared to $29.6 million of net income for the 2006 period. The net loss for the nine months ended September 30, 2007, includes a nonrecurring pre-tax loss on early extinguishment of debt of $54.6 million ($34.1 million after tax) related to refinancing transactions completed in connection with the Harland acquisition. The net loss for the 2007 period also includes pre-tax charges of $12.6 million ($8.0 million after tax) for non-cash fair value purchase accounting adjustments to inventory and deferred revenue, $2.4 million ($1.4 million after tax) for acquisition-related retention bonuses, $4.9 million ($3.1 million after tax) for restructuring costs, and $3.1 million ($1.9 million after tax) due to impairment of Alcott Routon intangible assets. Basic loss per common share was $0.75 for the nine months ended September 30, 2007 compared to basic earnings per share of $1.50 for the 2006 period. Diluted loss per common share was $0.75 for the nine months ended September 30, 2007 compared to diluted earnings per share of $1.46 for the 2006 period.

 

Segment Results

 

Net revenues from the Harland Clarke segment increased by $298.9 million to $773.3 million for the nine months ended September 30, 2007 from $474.4 million in the nine months ended September 30, 2006, primarily as a result of the Harland acquisition which accounted for $274.4 million of the increase. The remaining $24.5 million of the increase was primarily due to an increase in revenues from a large client and higher revenues per unit, partially offset by a decline in units. Operating income for the Harland Clarke segment was $122.8 million for the nine months ended September 30, 2007 as compared to $68.6 million for the 2006 period, primarily resulting from the Harland acquisition which accounted for $48.1 million of the increase. The remaining $6.1 million was largely related to the increase in revenues per unit and cost reductions, partially offset by increased bonus expense and restructuring and integration costs.

 

Net revenues and operating income from the Harland Financial Solutions segment for the period of May 1, 2007, the date of the Harland acquisition, through September 30, 2007 were $131.1 million and $13.5 million, respectively. Net revenues and operating income from the Scantron segment for the same period were $33.3 million and $1.6 million, respectively. Operating income for the Harland Financial Solutions and Scantron segments reflect pre-tax charges of $6.4 million and $4.3 million, respectively, for non-cash fair value purchase accounting adjustments to inventory and deferred revenue.

 

 

2

 



 

 

Net revenues from the Licorice Products segment increased by $4.0 million, or 5.5%, to $77.0 million for the nine months ended September 30, 2007 from $73.0 million for the nine months ended September 30, 2006. Operating income was $26.1 million for the nine months ended September 30, 2007 as compared to $26.7 million for the 2006 period. The decrease in operating income of $0.6 million was mainly due to an increase in manufacturing costs, especially raw materials, and higher professional fees associated with Mafco Worldwide’s indemnification liabilities, which more than offset the increase in net revenues.

 

Harland Acquisition

 

As previously announced, on May 1, 2007, M & F Worldwide completed its acquisition of Harland at a price per share of Harland common stock of $52.75, representing an approximate transaction value of $1.7 billion. Upon the completion of the transaction, Harland became a wholly owned subsidiary of Clarke American Corp. (“Clarke American”), a wholly-owned subsidiary of the Company. Clarke American was renamed Harland Clarke Holdings Corp. (“Harland Clarke Holdings”) after completion of the Harland acquisition. In connection with the Harland acquisition, Clarke American’s prior senior secured credit facility, Harland's then outstanding credit facility and Clarke American’s prior 11.75% senior notes due 2013 were repaid in full. The acquisition and debt repayments were funded with new borrowings by Harland Clarke Holdings, consisting of a $1.8 billion senior secured term loan and an aggregate $615.0 million principal amount of senior notes due 2015, comprised of $310.0 million principal amount of 9.50% senior fixed rate notes and $305.0 million principal amount of senior floating rate notes bearing interest at LIBOR plus 4.75%.

 

About M & F Worldwide

 

Prior to the acquisition of Harland on May 1, 2007, M & F Worldwide had two business lines operated by Clarke American and Mafco Worldwide. Clarke American provided checks and related products and direct marketing services through two segments: the Financial Institution segment, which was focused on financial institution clients and their customers, and the Direct to Consumer segment, which was focused on individual customers. As a result of the acquisition of Harland, M & F Worldwide now has four business lines, which are operated by Harland Clarke, Harland Financial Solutions, Scantron and Mafco Worldwide. Subsequent to the closing of the Harland acquisition, Clarke American’s check printing, contact center and direct marketing capabilities have been combined with Harland’s corresponding business and operate under the name “Harland Clarke.” Mafco Worldwide produces licorice products for sale to the tobacco, food, pharmaceutical and confectionery industries (which is M & F Worldwide’s Licorice Products segment). The operations of Harland Financial Solutions include core processing, retail and lending software solutions as well as maintenance services to financial and other institutions. Scantron is a leading provider of data collection and testing and assessment products sold primarily to educational and commercial customers.

 

3

 



 

 

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. M & F Worldwide's actual results may differ materially from those discussed in such forward-looking statements. In addition to factors described in M & F Worldwide's Securities and Exchange Commission filings and others, the following factors could cause M & F Worldwide's actual results to differ materially from those expressed in any forward-looking statements made by M & F Worldwide: (a) economic, climatic or political conditions in countries in which Mafco Worldwide sources licorice root; (b) economic, regulatory or political conditions that have an impact on the worldwide tobacco industry or on the consumption of tobacco products in which licorice products are used; (c) the failure of third parties to make full and timely payment to M & F Worldwide for environmental, asbestos, tax and other matters for which M & F Worldwide is entitled to indemnification; (d) the maturity of the principal industry in which the Company’s Harland Clarke segment operates and trends in the paper check industry, including a faster than anticipated decline in check usage due to increasing use of alternative payment methods and other factors; (e) consolidation among financial institutions and other adverse changes among the large clients on which Harland Clarke Holdings Corp. depends, resulting in decreased revenues; (f) the ability to retain Harland Clarke Holdings Corp.’s clients; (g) the ability to retain Harland Clarke Holdings Corp.’s key employees and management; (h) lower than expected cash flow from operations; (i) significant increases in interest rates; (j) unfavorable foreign currency fluctuations; (k) M & F Worldwide's substantial indebtedness; (l) variations in contemplated brand strategies, business locations, management positions and other business decisions in connection with integrating Harland; (m) our ability to successfully integrate Harland into our business and manage future acquisitions; (n) our ability to implement any or all components of our business strategy or realize all of our expected cost savings or synergies from the Harland acquisition; and (o) the acquisition of Harland otherwise not being successful from a financial point of view, including, without limitation, due to any difficulties with Harland Clarke Holdings Corp. servicing its debt obligations.

 

- table to follow -

 

4

 



 

 

M & F Worldwide Corp. and Subsidiaries

Consolidated Statements of Operations

(in millions, except per share data)

(Unaudited)

 

Three Months Ended
September 30,

Nine Months Ended
September 30,

 

2007

2006

2007

2006

Product revenues, net

$ 391.3

$ 177.5

$ 908.2

$ 546.0

Service revenues, net

65.6

0.5

105.8

1.4

Total net revenues

456.9

178.0

1,014.0

547.4

Cost of products sold

240.4

108.3

555.0

329.8

Cost of services provided

33.2

0.4

58.5

1.1

Total cost of revenues

273.6

108.7

613.5

330.9

Gross profit

183.3

69.3

400.5

216.5

Selling, general and administrative expenses

111.8

39.9

251.1

122.8

Restructuring costs

2.0

1.0

4.9

1.9

Operating income

69.5

28.4

144.5

91.8

Interest income

2.9

0.7

5.8

1.8

Interest expense

(54.4)

(17.2)

(118.3)

(50.6)

Loss on early extinguishment of debt

(54.6)

Other income (expense), net

0.1

0.6

Income (loss) before income taxes

18.1

11.9

(22.0)

43.0

Provision (benefit) for income taxes

8.0

0.7

(6.3)

13.4

Net income (loss)

$ 10.1

$ 11.2

$ (15.7)

$ 29.6

Earnings (loss) per common share:

 

 

 

 

Basic

$ 0.47

$ 0.56

$ (0.75)

$ 1.50

Diluted

$ 0.47

$ 0.55

$ (0.75)

$ 1.46

 

 

5

 



 

 

M & F Worldwide Corp. and Subsidiaries

Business Segment Information

(in millions)

(Unaudited)

 

 

 

 

Three Months Ended
September 30,

Nine Months Ended
September 30,

 

 

2007

 

 

2006

 

 

2007

 

 

2006

 

Net revenues

 

 

 

 

 

 

 

 

 

 

 

Harland Clarke segment

$ 332.4

 

 

$ 155.3

 

 

$ 773.3

 

 

$ 474.4

 

Harland Financial Solutions segment

79.0

 

 

 

 

131.1

 

 

 

Scantron segment

21.9

 

 

 

 

33.3

 

 

 

Licorice Products segment

24.1

 

 

22.7

 

 

77.0

 

 

73.0

 

Eliminations

           (0.5

)

 

              —

 

 

           (0.7

)

 

              —

 

Total revenue

$ 456.9

 

 

$ 178.0

 

 

$ 1,014.0

 

 

$ 547.4

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

Harland Clarke segment

$ 55.4

 

 

$ 22.5

 

 

$ 122.8

 

 

$ 68.6

 

Harland Financial Solutions segment

9.6

 

 

 

 

13.5

 

 

 

Scantron segment

4.7

 

 

 

 

1.6

 

 

 

Licorice Products segment

7.6

 

 

7.3

 

 

26.1

 

 

26.7

 

Corporate

           (7.8

)

 

         (1.4

)

 

         (19.5

)

 

         (3.5

)

Total operating income

$ 69.5

 

 

$ 28.4

 

 

$ 144.5

 

 

$ 91.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

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