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M & F Worldwide Corp. (NYSE:MFW)

Q1 2008 Earnings Call

May 14, 2008 4:30 pm ET

Executives

Barry F. Schwartz – President and CFO

Paul G. Savas – Executive Vice President and CFO

Charles T. Dawson – President and CEO, Harland Clarke Holdings

Peter A. Fera, Jr. – Executive Vice President and CFO, Harland Clarke Holdings

Christine M. Taylor – Senior Vice President, Corporate Communications

Analysts

Adam Spielman – PPM America

Chris Smith – SCM Advisors

Marc Andersen – Axial Capital

Todd Morgan – Oppenheimer

Chris Carney – CR Intrinsic

Jack Kranefuss – MetLife

Operator

Welcome to the M & F Worldwide Corporation 2008 first quarter results conference call. M & F Worldwide, along with its wholly owned subsidiary, Harland Clarke Holdings Corporation, each reported results for the first quarter of 2008 in press releases issued on May 9, 2008. (Operator Instructions)

Today’s discussion will contain forward-looking statements that reflect management’s current assumptions and estimates of future performance and economic conditions, which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of risks and uncertainties, many of which are beyond M & F Worldwide’s control. All statements, other than statements of historical facts regarding M & F Worldwide’s respective business segment strategy, future operations, financial positions, estimated revenues, projected costs, projections, prospects, plans and objectives of management are forward-looking statements.

Joining us today as speakers are Barry Schwartz, President and Chief Executive Officer of M & F Worldwide, and Paul Savas, Executive Vice President and Chief Financial Officer of M & F Worldwide. Also joining us are Chuck Dawson, President and CEO of Harland Clarke Holdings; and Pete Fera, Executive Vice President and Chief Financial Officer of Harland Clarke Holdings.

I would now like to turn the conference over to our host, Barry Schwartz, President and CEO of M & F Worldwide.

Barry F. Schwartz

Thank you and welcome to M & F Worldwide’s earnings call for the first quarter of 2008. As most of you know, on May 1, 2007, we acquired the John H. Harland Company. As a result of the acquisition of Harland, we now have 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.

As demonstrated in our first quarter results, the business units operated by Harland Clarke Holdings, which include Harland Clarke, Scantron and Harland Financial Solutions, continue to perform well, and the integration of the Harland acquisition is on track with the previously disclosed synergy target. As we’ve also previously announced, we completed the acquisition of Pearson’s Data Management business on February 22, 2008. The purchase price for this acquisition was $220.4 million in cash, after giving effect to a closing date working capital adjustment and subject to further post-closing adjustments. The purchase price was funded with cash on hand at Harland Clarke Holdings with no additional borrowings required. The Data Management business is being run by and integrated with our Scantron business, and we’re happy to report that the integration from which we expect to derive synergies is underway.

Our results for the first quarter include the results of Data Management from and after the completion of this acquisition, which as I stated earlier, occurred on February 22, 2008.

Finally, our licorice product segment, operated by Mafco Worldwide, had another characteristically solid quarter as demonstrated by their operating results.

Now, I’ll turn the call over to Paul Savas, our Chief Financial Officer, to discuss our consolidated earnings.

Paul P. Savas

Let me begin by briefly touching on the first quarter results, which is the third full quarter reflecting the combined performance of the business since the Harland acquisition. Consolidated net revenues for the first quarter of 2008 were $472 million, as compared to $191 million in the first quarter of 2007. The company’s revenues increased by $280.7 million in the first quarter of 2008, primarily as a result of the Harland and Data Management acquisitions, which accounted for $274 million of the increase.

Net income for the first quarter of 2008 was $12.5 million as compared to $9.4 million for the first quarter of 2007. The net income for the first quarter of 2008 includes pre-tax charges of $1.6 million, $1 million after-tax, for the non-cash fair value purchase accounting adjustments of deferred revenue and inventory and $1.4 million, $0.9 million after tax, for restructuring costs.

The first quarter of 2008 adjusted EBITDA increased by $70.1 million to $117.1 million as compared to $47 million in the first quarter of 2007, primarily as a result of the acquisitions of Harland and Data Management which collectively accounted for $68.1 million of the increase. For a reconciliation of adjusted EBITDA to net income, please see the M & F Worldwide press release issued on May 9, 2008.

Basic earnings per share came in at $0.58 for the first quarter of 2008 compared to basic earnings per share of $0.45 for the first quarter of 2007. Diluted earnings per share totaled $0.58 for the first quarter of ’08 compared to diluted earnings of $0.44 for the first quarter of 2007.

Net revenues from the licorice products segment operated by Mafco Worldwide increased by $0.8 million, or 3%, to $27.5 million for the first quarter of 2008 from $26.7 million for the first quarter of 2007. Operating income was $9.9 million for the first quarter of 2008 compared to $10.3 million for the first quarter of 2007. The decrease in operating income of $0.4 million was mainly due to increased manufacturing costs primarily from raw materials, which more than offset the increase in net revenues.

Now, we’ll turn it over to Chuck Dawson, President and CEO of Harland Clarke Holdings, to discuss our other business segments under Harland Clarke Holdings.

Chuck C. Dawson

The first quarter of 2008 brought continued change to Harland Clarke Holdings, Corp. We completed the Data Management acquisition and have begun to integrate this business into Scantron. Data Management is a manufacturer of forms and scanners serving educational, healthcare and commercial customers. The Data Management business is complementary to the existing Scantron business. This acquisition enhances the scale of Scantron’s existing educational, healthcare and survey businesses and provides international presence and expansion opportunity.

Data Management revenues and operating income in 2007 were $114.7 million and $23.3 million respectively. As you know, we completed the acquisition of the John H. Harland Company in May of 2007. We are pleased to report that we believe we are on track to achieve the $112.6 million cost reduction target previously disclosed in connection with the Harland acquisition. As a result of these cost reductions, Harland Clarke Holdings has realized significant EBITDA improvement as well.

Through March 31, 2008, Harland Clarke Holdings has taken actions to achieve $84.4 million of its Harland acquisition-related synergy target and has realized approximately $17.3 million of EBITDA improvement in the first quarter of 2008 as a result.

Revenues and adjusted EBITDA for Harland Clarke Holdings in the first quarter of 2008 grew substantially as a result of the Harland acquisition. For the first quarter of 2008, revenues increased by $279.9 million to $444.5 million, compared to $164.6 million for the first quarter of 2007. Adjusted EBITDA increased by $69 million to $107.4 million from $38.4 million in the first quarter of 2007.

During April 2008, the President and CEO of Harland Financial Solutions, John O’Malley, resigned to pursue other interests. There’s been no disruption in the business of Harland Financial Solutions as its business units continue to be led by the management team in place prior to this resignation. In particular, Raj Shiptosami continues as president over the enterprise solutions unit, and J.R. Clemmens Jr. continues as President over the risk management and compliance unit. We continue to be excited about the growth prospects of Harland Financial Solutions and other Harland Clarke Holdings businesses.

I’ll now turn it over to Pete Fera, CFO of Harland Clarke Holdings, to review the consolidated results of Harland Clarke Holdings in more detail.

Peter A. Fera, Jr.

As a reminder, in addition to the results reported in the M & F Worldwide press release, Harland Clarke Holdings also reported consolidated first quarter 2008 results in our press release also issued on May 9, 2008.

As Paul mentioned previously, our first quarter results reflect the third full quarter of combined performance since the completion of the Harland acquisition. Consolidated net revenues for the first quarter of 2008 were $444.5 million as compared to $164.6 million for the first quarter of 2007.

Harland Clarke Holdings revenues increased by $279.9 million in the first quarter of 2008, primarily as a result of the Harland and Data Management acquisitions, which accounted for $273.9 million of the increase.

Net income for the first quarter of 2008 was $7.2 million as compared to $5.1 million for the first quarter of 2007. The net income in the first quarter of 2008 includes pre-tax charges of $1.6 million, $1 million after tax, due to non-cash fair value purchase accounting adjustments to deferred revenue and inventory and $1.4 million, $0.9 million after tax, for restructuring costs. The net income for the first quarter of 2007 includes pre-tax charges of $1.2 million, $0.7 million after tax, for restructuring costs.

For the first quarter of 2008, adjusted EBITDA increased by $69 million to $107.4 million as compared to $38.4 million for the first quarter of 2007, primarily as a result of the acquisitions of Harland and Data Management, which collectively accounted for $68.1 million of the increase. For a reconciliation of adjusted EBITDA to net income, please see the Harland Clarke Holdings press release issued on May 9, 2008.

Net revenues from the Harland Clarke segment increased by $167.5 million to $332.1 million for the first quarter of 2008, from $164.6 million in the first quarter of 2007, primarily as a result of the Harland acquisition, which accounted for $161.5 million of the increase. The remaining $6 million of the increase was primarily due to higher revenues per unit partially offset by a decline in units.

Operating income for the Harland Clarke segment was $53.3 million for the first quarter of 2008 as compared to $23.4 million for the first quarter of 2007, primarily as a result of the Harland acquisition, which accounted for $27.9 million of the increase. The remaining $2 million was largely related to the increase in revenues per unit, cost reduction and a decrease in restructuring costs, partially offset by integration costs.

Net revenues and operating income from the Harland Financial Solutions segment for the first quarter of 2008 were $71.2 million and $6.4 million respectively. Net revenues and operating income from the Scantron segment for the first quarter of 2008 were $41.6 million and $5.7 million respectively.

Net revenues for the Scantron segment include $10.9 million attributable to the Data Management business for the period from the date of acquisition, February 22nd through March 31st. Operating income for the Harland Financial Solution segment includes pre-tax charges of $1 million, $0.6 million after tax, for non-cash fair value purchase accounting adjustments to deferred revenue related to the Harland acquisition, and $2.5 million, $1.5 million after tax, for compensation expense related to an incentive agreement for the Peldec acquisition completed in July 2007.

Operating income for the Scantron segment includes pre-tax charges of $0.3 million, $0.2 million after tax, and $0.3 million, $0.2 million after tax, for non-cash fair value purchase accounting adjustments to deferred revenue and inventory respectively related to the Harland and Data Management acquisition.

These results also reflect the fact that the maintenance and field services business of Harland Technology Services was moved from Harland Financial Solutions to Scantron effective with the first quarter of 2008. Harland Technology Services revenue for the first quarter of 2008 was $10.8 million.

The first quarter results of Scantron and Harland Financial Solutions are generally ahead of their respective first quarter 2007 performance when they were part of Harland, after excluding the effects of acquisitions at both Harland Financial Solutions and Scantron and the move of Harland Technology Services from Harland Financial Solutions results to Scantron results.

Cash generation during the first quarter of 2008 included $40.5 million of cash generated from operations. As of March 31, 2008, cash and cash equivalent was $36.3 million. Total debt was approximately $2.4 billion. We had nothing drawn on our revolver and $85.6 million of availability under our revolver taking into account $14.4 million in outstanding letters of credit.

As previously announced, the recent acquisition of Data Management for $220.4 million in cash after giving effect to a closing date working capital adjustment and subject to further post-closing adjustments was financed with cash on hand at Harland Clarke Holdings.

In the first quarter of 2008, capital expenditures were $12.5 million, and we made $19.1 million of contract acquisition payments to financial institutions. Now, I will turn the call back to Barry for concluding remarks.

Barry F. Schwartz

As Chuck and Pete have reported, our results for the first 11 months after the Harland acquisition and the first month after the Data Management acquisition are quite good. We continue to focus on integrating acquired businesses and building the existing businesses through organic growth and opportunistic acquisitions.

Thank you for joining us on this call and now I’ll turn it back to the operator for some questions.

Question and Answer Session

Operator

(Operator Instructions)Your first question comes from Adam Spielman - PPM America.

Adam Spielman – PPM America

First, on the Harland Clarke business, specifically in the check-printing segment, it looked like the growth rate, while positive, slowed down some from prior quarters. Could you confirm this and then maybe explain if there are any reasons behind it?

Peter A. Fera, Jr.

I think if you look on a sequential period for Harland Clarke, the revenue, it was fairly consistent. Just some things to keep in mind as you look back to the third quarter of last year that the third quarter traditionally is one of the stronger quarters of the year. And then also the third quarter has an extra day in it that would contribute to some of what you’re seeing there. I think, overall, the business continues to perform very well, and we’re very pleased with the results.

Adam Spielman – PPM America

When you talk about higher revenues per unit offset by a decline in units, when we read the industry literature, it sounds like a decline in check volumes of 4-6% a year. Is that appropriate? Is that the right way to think about your business? And then on the increase in revenue per units, what’s actually driving that?

Charles T. Dawson

Yes, we continue to see the industry volume declines for number of checks written in the 5% range, consistent with the most recent Federal Reserve studies in the industry, so that’s staying pretty consistent.

As far as our revenue per order, we continue to introduce new products. We launched a brand new catalog. We continue to offer expedited and trackable delivery, fraud opportunities, to help people there. So there are just a number of things that we continue to leverage for our banks and for their customers to continue to bring value to them.

Adam Spielman – PPM America

For purposes of calculating your leverage covenants for the banks, what’s the EBITDA number that we use or how much EBITDA are you adding in for Data Management?

Peter A. Fera, Jr.

We haven’t disclosed, say, the forward-looking EBITDA for Data Management, but a couple of places that I’ll bring your attention to. In an 8-K that we recently filed under Harland Clarke Holdings, we did show pro forma results for Data Management. In the results there, we showed op income of about $23.3 million. And then we have talked about synergies. We do expect to generate a substantial amount of synergies given the relative size of Data Management and Scantron. And overall, we feel very good about the progress to date there.

Adam Spielman – PPM America

You’re saying it’s not in the Q somewhere. You haven’t disclosed what the covenant defined EBITDA is. In the past, you’ve given out in each quarter, or in various presentations, you’ve given out the EBITDA for purposes, as defined, with the synergy added back. I’m asking now what is that number for this quarter, and it would be my understanding that you would have to also, in addition to adding back the cost saves from the Harland acquisition, you would also have to add back the pro forma EBITDA for the trailing 12 months. I understand you disclosed it, but I’m just wondering have you given out the trailing 12-month number that includes Data Management for this quarter?

Peter A. Fera, Jr.

No, we have not.

Operator

Your next question comes from Chris Smith - SCM Advisors.

Chris Smith – SCM Advisors

It looks like there’s some expansion in the SG&A margin for the quarter, and I know there was some one-time items in some of the businesses, particularly, I think there was $2.5 million in the financial services or solutions business associated with the Pell Deck. But even stripping that out, it looks like there’s still some margin expansion there. I was hoping to get a little more color and whether or not the Data Management acquisition is kind of skewing that number or not. Any additional detail there would be helpful.

Peter A. Fera, Jr.

There’s a couple things that I’ll talk about. One is the integration costs that we’ve incurred related to the synergies as it relates to the Harland acquisition. We’re at the highest in the first quarter. We’re, right now, in the middle of a lot of the systems-related projects and things of that nature, pulling manufacturing systems and back office systems together. And as a result, integration expenses were at their highest this quarter. In addition to that, the Data Management business will add to the SG&A and we did disclose SG&A for DM in the first quarter was $2.7 million.

Chris Smith – SCM Advisors

Can you just remind me? Are the DM margins similar to the Scantron margins? Are they a little bit higher, lower, what?

Peter A. Fera, Jr.

For 2007, the operating income of Data Management was $23.3 million on $114.7 of revenue. And in the first quarter, we reported operating income of $1.4 million on $10.9 million of revenue, but keep in mind that that includes $0.3 million of fair value adjustments to inventory and $0.7 million of intangibles/amortization. So it’s comparable.

Chris Smith – SCM Advisors

So should we expect SG&A margin at these levels for the next couple quarters and as you kind of work through the bulk of the integration?

Peter A. Fera, Jr.

The bulk of the integration expense we’ll continue to see over the next several quarters or so. This is a big year for integration projects, and you will see that for the next few quarters.

Chris Smith – SCM Advisors

Any contract renewals of significance coming up in the near term?

Charles T. Dawson

When you think of all the clients we have and our contracts are three to five years, generally speaking, so we don’t comment on specific contracts, but you can do the math. And we always have contracts coming up. We continue to be very successful in retaining our clients and bringing additional value to them.

Chris Smith – SCM Advisors

And last one, will you be updating us on the backlogs at Financial Solutions and Scantron on a quarterly basis? I know you provided that info in the K.

Paul G. Savas

Right now, the plan is to update that just in the K’s.

Operator

Your next question comes from Marc Andersen - Axial Capital.

Marc Andersen - Axial Capital

Yes, my question really is regarding tax-deductible depreciation and amortization. Can you give me a sense of what that will be like or what you’re run rating that at right now for the full year?

Paul G. Savas

Specifically around the intangibles amortization?

Marc Andersen - Axial Capital

Well, I noticed that in the disclosure for the acquisition, you mentioned the goodwill and intangibles are deductible for tax purposes, and I’m just trying to get a sense of what your overall cash taxes will be like for the year. And I guess if I can throw in my own EBITDA but if you could help me understand what the D&A will be.

Paul G. Savas

Yes. I can’t disclose the cash tax expectation, but I understand the nature of your question. Specifically as the results, as it relates to the Data Management acquisition, we expect the intangibles amortization there to be largely tax deductible. I believe we disclosed $84 million of intangible assets, all of it being tax deductible.

On the Harland acquisition side, the intangible amortization is largely not tax deductible, and we’ve also disclosed that. And all those numbers are in the Q. I think the total intangibles amortization that we’ve disclosed is right around $98 million for the year and about $7.6 million of that is related to Data Management. That is the best way to work up the cash tax number for the business.

Operator

Your next question comes from Todd Morgan - Oppenheimer.

Todd Morgan - Oppenheimer

I was looking at the S-4 that you filed back in June of last year and trying to compare the EBITDA numbers that you gave for the first quarter of ’07 in that. You talked about a $91 million pro forma EBITDA number that included about $13 million of synergies. In this quarter, I guess, obviously with some Data Management, you reported about $107 million of EBITDA. And if I back out, I guess you said $17 million of synergies from that, I’m around $90 million. If I back out the synergy number from the Q1 ’07 pro forma EBITDA number, I’m about $78 million or so. That’s a pretty big growth in EBITDA, and it looks like in addition to the synergies that you realized? And if I look at the revenue growth, it’s about a 5 or it’s a much smaller revenue growth number than even the difference in EBITDA there. Can you help me understand how those numbers fit together?

Paul G. Savas

Yes, I think that your assessment is correct. The business continues to perform very well. The synergies have contributed a lot to the bottom line, but we’ve also seen the base businesses in each and every one of the segments also perform at very high levels. We’ve had a combination of revenue growth contributing to profit contribution as well as cost reductions even outside of the synergy plans in each of the segments. So, yes, we’re very, very pleased with the results of the company, and I think that your assessment is a good one.

Todd Morgan - Oppenheimer

I know that the post office is getting a lot tougher on odd-sized packages. I think checking boxes fit into that category. I know that some producers have been trying to switch to a flat pack format and I think incurring some capital expenditures along with that. Can you give us a sense of where you guys stand in regard to that and any additional expenditures that might be needed?

Charles T. Dawson

We continuously evaluate our products, not just the packaging but all our service offerings to make sure that we’re providing the best possible offering we can to our clients and their customers and we’ll continue to do so to evolve our product and services. So really I can’t comment on what our strategies are but we expect to continue to perform well and provide value to the clients and change the packaging as we need to.

Operator

Your next question comes from Chris Carney - CR Intrinsic.

Chris Carney - CR Intrinsic

The Harland operation, the contract acquisition number this quarter, I think, when I read through the cash flow statement, was just under $20 million and that seemed a lot higher than it was the quarter before. Is there some type of lumpiness in those acquisition payments or was there a big contract that you entered into and that’s why it sort of gapped up like that?

Paul G. Savas

No, Chris, it’s your earlier point, the contract acquisition payments, particularly as they relate to the legacy Harland company, are very front-end loaded. The predominant of them will hit in the first quarter. If you think back to the legacy Clarke numbers that we historically reported, it was a little bit smoother. So what you’re seeing there is just timing of the contract acquisition payments, not anything related to an increase in payments or anything of that sort. So as we start to look forward to Q2, Q3, and Q4, you’ll see the actual cash payments declining fairly significantly.

Chris Carney - CR Intrinsic

And now, this point was brought up earlier, but the SG&A pick up, I noticed just in the discussion section of the Q, it mentioned $4.4 million of integration project expenses such as professional fees and travel. I’m assuming that that those costs refer to the consolidation of your back office systems that maybe was mentioned earlier or is that a different type of expense.

Paul G. Savas

No, that’s exactly what it is. The $4.4 is probably a net of a few things but integration costs are related to all of the integration projects. It’s back office work, just all the activity going on across the business to integrate these two companies.

Chris Carney - CR Intrinsic

Now, the Countrywide potential acquisition by Bank of America, I think it’s been disclosed that Bank of America is a large customer of yours. And have you looked or modeled, or can you give us any type of rough indication of what the acquisition of Countrywide could mean to your business, even sort of qualitatively?

Charles T. Dawson

Well, clearly, there’s a lot of work for Bank of America to integrate Countrywide and do all the things that they have to do. We certainly view this as a potential opportunity, but here again, just as the acquisition of MBNA by Bank of America, but I believe this will be further out, and we’ll continue to look at our products and capabilities and bring that to bear when it’s appropriate for the bank, but they have a ways to go.

Chris Carney - CR Intrinsic

But when you look at the acquisition of Data Management, and I just went through the disclosure you provided. You paid $220 odd million for it, and I think, if I’m correct, it generated cash flow of about $20 odd million in ’07. So there’s like just under 10% yield on there. When you looked at where your bonds were trading and you looked at maybe where your stock was, it looks like the cash yields on the bonds or the stock actually was more attractive than the cash yield that you would get on that acquisition. So are there material synergies, either from a cost savings standpoint or from a revenue standpoint that you expect to realize on this acquisition to sort of make it more attractive than it actually may have looked on the surface?

Paul G. Savas

And we have not disclosed the number, but the answer is yes. In 2007, Data Management Systems generated $25 million of operating income. We have disclosed that relative to the size of that business that there will be significant synergies associated with the integration of that business. So we do look at all of our investment opportunities and we are very comfortable and actually very pleased to have the opportunity to acquire Data Management Systems for that price.

Chris Carney - CR Intrinsic

So you look at the cash flow generating ability of your company. It’s obvious that you’re going to generate a lot more cash than you’re going to need to run the business. Do you continuously look at the opportunity to buy back stock or buy back a part of your capital structure? There will be a lot of cash on this balance sheet given that if you don’t make another acquisition.

Paul G. Savas

We absolutely look at all investment opportunities for the business and the business does generate a significant amount of cash, and as evidenced by the acquisition of Data Management for cash at the Harland Clarke level. So the answer is yes. We look at all investment opportunities for M & F Worldwide.

Operator

Your last question comes from Jack Kranefuss - MetLife.

Jack Kranefuss - MetLife

Could you go over what your bank debt outstanding is and availability and total debt for Harland Clarke?

Peter A. Fera, Jr.

For Harland Clarke Holdings, we have about just under $1.8 billion on a term loan, L plus 250, $305 million of L plus 475 notes, variable notes. And then we have the $310 of fixed debt at 9.5%.

Charles T. Dawson

And absent LC’s, our revolver is undrawn.

Operator

There are no more questions in queue.

Christine M. Taylor

This concludes our call.

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Source: M & F Worldwide Corp. Q1 2008 Earnings Conference Call
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