EXHIBIT 99
CAUTIONARY STATEMENT RELATING
TO FORWARD-LOOKING INFORMATION
The Company and its representatives may, from time to time, make written or
verbal forward-looking statements. Those statements relate to developments,
results, conditions or other events the Company expects or anticipates will
occur in the future. Such statements are based on management's then current
views and assumptions and, as a result, are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Such statements must therefore be evaluated in the context of a
number of factors that may materially affect the Company's business. Disclosure
of these factors is intended to permit the Company to take advantage of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Although the Company has attempted to list the factors that it is currently
aware may have an impact on its business and operations, other factors may in
the future prove to be important and the following list should not necessarily
be considered comprehensive.
RISKS RELATING TO BANK CONSOLIDATIONS. For the past few years, the banking
industry has undergone considerable consolidation. As a result of such
transactions, banks generally consolidate their purchasing of forms with one
supplier, so bank mergers could cause the Company to lose (or gain) significant
customers. The loss of one or more significant bank customers could have a
material adverse effect on the Company's business and operations.
RISKS RELATING TO COST AND AVAILABILITY OF PAPER. The cost of paper represents
a significant portion of the Company's cost of materials. Increases in paper
costs could have a material adverse effect on the Company's results of
operations and financial condition. The Company attempts to maintain gross
profit margins when paper prices increase by passing such increases on to its
customers. There can be no assurance, however, that it will be able to pass on
increases in the cost of paper in the future or be able to do so at the same
rate at which prices are increasing. In addition, when paper prices decrease
materially, market forces could require that such lower costs be passed on to
customers in the form of lower prices which, in turn, could decrease the
Company's gross profit margins from paper inventory purchased when prices were
higher. The failure to pass on paper price increases, or to offset paper price
reductions passed on to customers, could have a material adverse effect on the
Company's operating results.
Due to the significance of paper in the manufacture of the Company's products,
it is dependent upon the availability of paper. During periods of tight paper
supply, many paper producers allocate shipments of paper based on the historical
purchase levels of customers. As a result of the Company's large volume paper
purchases from several paper producers, it generally has not experienced
difficulty in obtaining adequate quantities of paper, although occasionally it
has experienced minor delays in delivery. Although the Company believes
that its large volume paper purchases and strong relationships with vendors
will continue to enable it to receive adequate supplies of paper in the
future, there can be no assurance in this regard.
RISKS RELATING TO INABILITY TO EXTEND EXISTING CONTRACTS OR SUCCESSFULLY
NEGOTIATE NEW CONTRACTS. The Company has contracts with many of its major
customers to provide some or all of their business and/or internal bank forms
needs. Typically, these contracts are competitively bid and the Company has
been successful in winning these contracts on the basis of price, quality and/or
service. There can be no assurance that the Company will be able to
successfully extend existing contracts or successfully negotiate new ones.
RISKS RELATING TO TECHNOLOGICAL OBSOLESCENCE. The Company budgets approximately
$2 Million per year for capital expenditures. Significant changes or
improvements in printing technology could require the Company to accelerate its
capital spending in order to remain competitive. Unanticipated capital expenses
can have a significant impact on the Company's results of operations and
financial condition, and could make it difficult to continue to compete
effectively with companies with substantially greater resources.
Another factor related to advancement in technology, though deemed remote at
this time, is the continuing trend toward paperless commerce. Advancements in
automated banking and other services provided by customers of the Company could
significantly decrease the use of business forms in niche markets served by the
Company. A significant decrease in the use of business forms in markets
serviced by the Company could require a major shift in the Company's business
direction.
RISKS RELATING TO COMPETITION. The markets for the Company's products are
highly competitive and relatively fragmented, with a large number of
competitors. Many of the Company's competitors are larger and have greater
financial, marketing and technical resources. Although the Company has invested
significant resources in computer technology, capital equipment and project
specialization in an attempt to differentiate itself from certain of its
competitors, there can be no assurance that competitors will not take actions,
including developing new technologies, products and services, which could
adversely affect the Company's sales and operating results.
RISKS RELATED TO ACQUISITIONS. A component of the Company's business strategy
includes growth through the acquisition of businesses complimentary to its
current business. The Company has been successful in integrating recent
acquisitions into its operations. There can be no assurance, however, that the
Company will be able to locate or successfully integrate future acquisitions.
RISKS RELATED TO DISRUPTIONS IN OPERATING SYSTEMS. The Company has become
increasingly dependent upon its manufacturing, administrative and computer
processing infrastructure and operations to process its orders on an efficient,
cost competitive
and profitable basis. The Company has implemented commercially reasonable
safeguards to reduce the likelihood of property loss or service disruptions
and has secured property and business interruption insurance to minimize the
adverse financial consequences arising from a select group of risks.
However, the Company can make no assurances that its infrastructure and
operations are not susceptible to loss or disruption, whether caused by
intentional or unintentional acts of Company personnel or third party service
providers or natural disasters such as earthquakes, fires or severe storms.
In addition, the Company can make no assurance that its insurance coverage
will adequately respond to all potential causes of property loss or service
disruption. In the event that any such acts or disasters lead to property
loss or operating system disruption for which property and business
interruption insurance coverage is unavailable or insufficient, the Company's
financial performance and long term prospects could be materially adversely
affected.
RISKS RELATING TO YEAR 2000. A description of the relative risks in the
Company's readiness for the Year 2000 is set forth in Management's Discussion
and Analysis of Results of Operations and Financial Condition in its Annual
Report.
RISKS RELATING TO KEY PERSONNEL. The Company's success is highly dependent on
the efforts of its senior management, including Roger T. Bredesen, its Chief
Executive Officer, Kenneth E. Overstreet, its President, Mary Ann Morin, its
Chief Financial Officer and Don Dearborn and Stan Klarenbeek, both Vice
Presidents. The loss of the services of one or more of these individuals could
adversely affect the Company.