- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
COMMISSION FILE NO. 001-31256
CLARK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 52-2103926
(State of Incorporation) (I.R.S. Employer
Identification No.)
102 SOUTH WYNSTONE PARK DRIVE
NORTH BARRINGTON, ILLINOIS 60010
(Address of principal executive offices) (Zip code)
Registrant's telephone number: (847) 304-5800
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes[X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of May 1, 2004, the registrant had outstanding 18,616,942 shares of
common stock.
TABLE OF CONTENTS
PAGE
Forward-Looking Statements................................................. 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)................................. 4
Condensed Consolidated Balance Sheets as of March 31, 2004
and December 31, 2003........................................... 4
Condensed Consolidated Statements of Income for the Three
Months Ended March 31, 2004 and 2003............................. 5
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2004 and 2003...................... 6
Notes to Condensed Consolidated Financial Statements.................. 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.........................16
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......26
Item 4. Controls and Procedures..........................................26
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................27
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
of Equity Securities........................................28
Item 3. Defaults Upon Senior Securities..................................28
Item 4. Submission of Matters to a Vote of Security Holders..............29
Item 5. Other Information................................................29
Item 6. Exhibits and Reports on Form 8-K.................................29
SIGNATURES.................................................................30
EXHIBITS
Index to Exhibits.....................................................31
2
FORWARD-LOOKING STATEMENTS
This Form 10-Q may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements are identified by words such
as "anticipate," "believe," "estimate," "expect," "intend," "predict,"
"project," and similar expressions. When we make forward-looking statements, we
are basing them on management's beliefs and assumptions, using information
currently available to us. These forward-looking statements are subject to
risks, uncertainties, and assumptions, including but not limited to, risks,
uncertainties, and assumptions related to the following:
o changes in tax legislation;
o federal and state regulations;
o general economic conditions;
o competitive factors and pricing pressures;
o our dependence on key consultants and services of key
personnel;
o our dependence on persistency of existing business;
o our ability to achieve our earnings projections;
o risks associated with acquisitions;
o significant intangible assets;
o our dependence on a select group of insurance companies; and
o our dependence on information processing systems and risk of
errors or omissions.
If one or more of these or other risks or uncertainties materialize, or if our
underlying assumptions prove to be incorrect, actual results may vary materially
from those anticipated. Any forward-looking statements you read in this Form
10-Q reflect our current views with respect to future events and are subject to
these and other risks, uncertainties, and assumptions relating to our
operations, results of operations, growth strategy, and liquidity. You should
specifically consider the factors identified in our Form 10-K for the year ended
December 31, 2003, included under the caption "Risk Factors," or in the
documents incorporated by reference in our form 10-K, which could cause actual
results to differ materially from those indicated by the forward-looking
statements. In light of the foregoing risks and uncertainties, you should not
unduly rely on such forward looking statements when deciding whether to buy,
sell, or hold any of our securities. We disclaim any intent or obligation to
update or alter any of the forward-looking statements whether in response to new
information, unforeseen events, changed circumstances, or otherwise.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
CLARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2004 AND DECEMBER 31, 2003
(UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
MARCH 31, DECEMBER 31,
2004 2003
-------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $5,229 $ 3,156
Restricted cash 13,286 18,966
Accounts and notes receivable, net 49,749 47,478
Prepaid income taxes 2,764 2,931
Deferred tax assets 253 253
Other current assets 3,871 3,149
-------------- ----------------
TOTAL CURRENT ASSETS 75,152 75,933
-------------- ----------------
INTANGIBLE ASSETS, NET
Net present value of inforce revenue 451,543 455,495
Goodwill 130,963 126,888
Non-compete agreements 7,005 7,420
-------------- ----------------
TOTAL INTANGIBLE ASSETS, NET 589,511 589,803
-------------- ----------------
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET 12,592 13,284
OTHER ASSETS 18,856 20,283
-------------- ----------------
TOTAL ASSETS $696,111 $699,303
============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $4,861 $ 8,129
Accrued liabilities 43,393 46,648
Deferred income 5,733 1,980
Recourse debt maturing within one year 11,024 8,120
Non-recourse debt maturing within one year 9,629 8,433
-------------- ----------------
TOTAL CURRENT LIABILITIES 74,640 73,310
LONG-TERM RECOURSE DEBT 52,949 55,672
LONG-TERM NON-RECOURSE DEBT 271,294 280,296
DEFERRED TAX LIABILITIES 16,573 14,057
DEFERRED COMPENSATION 8,084 6,563
INTEREST RATE SWAP 306 157
OTHER NON-CURRENT LIABILITIES 8,084 10,980
-------------- ----------------
TOTAL LIABILITIES 431,930 441,035
-------------- ----------------
STOCKHOLDERS' EQUITY
Preferred stock
Authorized - 1,000,000 shares; $.01 par value, none issued - -
Common stock
Authorized - 40,000,000 shares; $.01 par value, issued and
outstanding - 18,616,942 shares at March 31, 2004 and
18,515,203 shares at December 31, 2003 187 186
Paid-in capital 192,451 190,876
Retained earnings 74,058 69,643
Other comprehensive loss (323) (245)
Treasury stock, at cost - 65,171 shares at March 31, 2004 and at
December 31, 2003 (2,192) (2,192)
-------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 264,181 258,268
-------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $696,111 $699,303
============== ================
See accompanying notes to these condensed consolidated financial statements.
4
CLARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
--------------------------------
2004 2003
--------------- ---------------
REVENUE
First year commissions and related fees $33,599 $27,611
Renewal commissions and related fees 38,053 42,364
Consulting fees 11,545 13,381
Reimbursable expenses 1,454 1,282
--------------- ---------------
TOTAL REVENUE 84,651 84,638
--------------- ---------------
OPERATING EXPENSES
Commissions and fees 23,218 25,106
General and administrative 41,097 41,268
Reimbursable expenses 1,454 1,282
Amortization 4,542 5,178
--------------- ---------------
TOTAL OPERATING EXPENSES 70,311 72,834
--------------- ---------------
OPERATING INCOME 14,340 11,804
OTHER INCOME (EXPENSE), NET (1,468) 87
INTEREST, NET
Income 57 100
Expense (5,601) (6,003)
--------------- ---------------
TOTAL INTEREST, NET (5,544) (5,903)
--------------- ---------------
Income before taxes 7,328 5,988
Income taxes (2,913) (2,407)
--------------- ---------------
NET INCOME $4,415 $ 3,581
=============== ===============
Basic Earnings per Common Share $0.24 $0.20
Weighted Average Shares Outstanding - Basic 18,493,430 18,115,152
Diluted Earnings per Common Share $0.23 $0.19
Weighted Average Shares Outstanding - Diluted 18,862,438 18,598,968
See accompanying notes to these condensed consolidated financial statements.
5
CLARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
----------------------------------------------
2004 2003
------------------- --------------------
NET CASH FROM OPERATING ACTIVITIES $10,633 $18,022
------------------- --------------------
INVESTING ACTIVITIES
Purchases of businesses, net of cash acquired (6,449) (3,552)
Purchases of equipment (694) (1,801)
------------------- --------------------
Cash used in investing activities (7,143) (5,353)
------------------- --------------------
FINANCING ACTIVITIES
Proceeds from borrowings 34,800 8,500
Repayment of borrowings (42,425) (18,066)
Cash restricted for the repayment of non-recourse notes 5,680 140
Exercise of stock options 528 30
------------------- --------------------
Cash used in financing activities (1,417) (9,396)
------------------- --------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,073 3,273
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,156 14,266
------------------- --------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $5,229 $17,539
=================== ====================
Supplemental Disclosure for Cash Paid during the Period:
- -------------------------------------------------------
Interest paid $5,125 $5,494
Income taxes, net of refunds 126 (1,157)
Supplemental Non-Cash Information:
- ---------------------------------
Fair value of common stock issued in connection with acquisition
contingent payouts $1,005 $ 3,054
See accompanying notes to these condensed consolidated financial statements.
6
CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2004
(Tables shown in thousands of dollars, except share and per share amounts)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The condensed consolidated financial statements include
the accounts of Clark, Inc. ("the Company") and its wholly owned subsidiaries.
Through the Company's six operating segments, Executive Benefits Practice,
Banking Practice, Healthcare Group, Pearl Meyer & Partners, Human Capital
Practice, and Federal Policy Group, the Company designs, markets, and
administers compensation and benefit programs for companies supplementing and
securing employee benefits and provides executive compensation and related
consulting services to U.S. corporations, banks, and healthcare organizations.
The Company assists its clients in using customized life insurance products to
finance their long-term benefit liabilities. In addition, the Company owns Clark
Securities, Inc. ("CSI"), a registered broker-dealer through which it sells all
its securities products and receives related commissions. All significant
intercompany amounts and transactions have been eliminated in the accompanying
condensed consolidated financial statements.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") for interim financial information in
accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the Company's opinion, all
adjustments, including normally recurring accruals, considered necessary for a
fair presentation have been included. Operating results for the three months
ended March 31, 2004, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2004, or any other period.
The balance sheet at December 31, 2003 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by GAAP for complete financial statements.
For further information, including a summary of significant accounting policies,
refer to the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the year ended December 31, 2003.
Stock-Based Compensation - Statement of Financial Accounting Standard ("SFAS")
No. 123, Accounting for Stock-Based Compensation, established accounting and
disclosure requirements using a fair value based method of accounting for
stock-based employee compensation plans. The Company has elected to remain on
the method of accounting as described in Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees, for employees and directors.
However, the Company accounts for stock options granted to non-employees under
the provisions of SFAS No. 123.
The pro forma information regarding net income and earnings per share required
by SFAS No. 123 has been determined as if the Company accounted for its
stock-based compensation plans under the fair value method. The fair value of
each option grant was estimated at the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions used for
grants in 2004 and 2003, respectively:
7
CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
MARCH 31,
---------------------------
2004 2003
------------- -------------
Dividend yield None None
Volatility 61.8% 64.8%
Risk-free interest rates 5.2% 5.2%
Expected life (years) 5 5
Had compensation cost for the Company's stock-based compensation plans been
determined in accordance with SFAS No. 123, as amended by SFAS No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure - An
Amendment of FASB Statement No. 123, its net income and earnings per share would
have been reduced to the pro forma amounts indicated below:
THREE MONTHS ENDED
MARCH 31,
----------- ----------
2004 2003
----------- ----------
NET INCOME
As reported $4,415 $3,581
Add: stock-based employee compensation expense
included in reported net income, net of related tax effect - 206
Deduct: stock option compensation expense, net of tax (750) (418)
----------- ----------
Pro forma $3,665 $3,369
=========== ==========
BASIC EARNINGS PER COMMON SHARE
As reported $0.24 $0.20
Pro forma $0.20 $0.19
DILUTED EARNINGS PER COMMON SHARE
As reported $0.23 $0.19
Pro forma $0.19 $0.18
2. RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003 and December 2003, the Financial Accounting Standards Board
("FASB") issued Interpretation No. 46, Consolidation of Variable Interest
Entities ("FIN 46"), and its revision, FIN 46-R, respectively. FIN 46 and FIN
46-R address the consolidation of entities whose equity holders have either not
provided sufficient equity at risk to allow the entity to finance its own
activities or do not possess certain characteristics of a controlling financial
interest. FIN 46 and FIN 46-R require the consolidation of these entities, known
as variable interest entities ("VIEs"), by the primary beneficiary of the
entity. The primary beneficiary is the entity, if any, that is subject to a
majority of the risk of loss from the VIE's activities, entitled to receive a
majority of the VIE's residual returns, or both. The requirements of FIN 46 and
FIN 46R are effective for financial statements of interim or annual periods
ending after December 15, 2003. The Company adopted FIN 46 and FIN 46-R as of
January 1, 2004, and the adoption of this interpretation did not have a material
impact on the Company's condensed consolidated financial statements.
8
CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
3. HUMAN CAPITAL PRACTICE
In the fourth quarter of 2003, the Company reorganized its executive
compensation consulting practices. As part of the reorganization, certain of the
operations and employees of the Human Capital Practice were transferred to the
Pearl Meyer & Partners practice. In addition, four partners and six staff
members were terminated resulting in the Company exiting certain activities of
the practice and creating unused leased office space in numerous cities. The
Company recorded a charge of $7.5 million in the fourth quarter of 2003 relating
to the reorganization of which $5.2 million remains accrued on the condensed
consolidated balance sheet as of March 31, 2004. In the first quarter of 2004,
the Company adjusted its estimate of net future lease costs based upon the
execution of a sublease arrangement on terms more favorable than its
expectations in 2003. The adjustment of $214 thousand is included in general and
administrative expenses in the condensed consolidated statement of income for
the three months ended March 31, 2004.
The remaining business of the Human Capital Practice consists of
actuarial/retirement planning and investment advisory services.
The Company will continue to evaluate the remaining restructuring reserve as
plans are being executed. As a result, there may be additional charges or
reversals in future periods. A summary of the activity in the reserve account as
of March 31, 2004, is as follows:
RESERVE BALANCE CASH RESERVE BALANCE
JANUARY 1, 2004 PAYMENTS ADJUSTMENTS MARCH 31, 2004
--------------- -------- ----------- --------------
Employee termination costs $1,049 ($ 79) $ - $ 970
Lease costs 4,732 ( 413) (214) 4,105
Bonus payments 1,027 (1,027) - -
Other 147 (12) - 135
------ ------- ------- ------
Total $6,955 ($1,531) ($ 214) $5,210
====== ======= ======= ======
4. EXECUTIVE BENEFITS PRACTICE RESTRUCTURING COSTS
During the first quarter of 2003, the Company committed to a plan to consolidate
the business support services of the Executive Benefits Practice in Dallas,
Texas. As a result, the Company intends to significantly reduce operations in
the Los Angeles, California and Bethesda, Maryland offices. The moves from Los
Angeles and Bethesda are expected to be substantially completed by July 31,
2004, and September 30, 2004, respectively. There were 68 employees notified of
the restructuring with some being offered relocation packages and others being
terminated with severance packages that include varying retention bonus
incentives. The total expected cost of this restructuring (approximately $1.6
million) is being recognized ratably starting in March 2003. During the quarter
ended March 31, 2004, the Company recorded expense of approximately $223
thousand. The above amounts are included in general and administrative expenses
on the condensed consolidated statement of income for the three months ended
March 31, 2004. A summary of the activity in the reserve account as of March 31,
2004, is as follows:
RESERVE BALANCE YEAR TO DATE CASH RESERVE BALANCE
JANUARY 1, 2004 EXPENSE PAYMENTS ADJUSTMENTS MARCH 31, 2004
--------------- ------- -------- ----------- --------------
Employee termination benefits $145 $223 ($256) $ - $112
5. FINANCING COSTS
For the three months ended March 31, 2004, the Company wrote off approximately
$1.5 million of costs associated with the prospective securitization financing
that the Company is no longer pursuing. These costs are included in other income
(expense), net in the condensed consolidated statement of income for the three
months ended March 31, 2004.
9
CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
6. CONTINGENT CONSIDERATION
As a result of the Company's acquisition program, the Company has approximately
$21.5 million of potential additional consideration issuable over the next three
and one half years to the former owners of the Company's acquired entities. Of
this amount, approximately $7.2 million has been earned and is accrued on the
condensed consolidated balance sheet as of March 31, 2004. If and when the
acquired entities meet certain criteria stipulated in the purchase agreements,
these amounts are payable as additional consideration. A summary of the amounts
payable if the criteria are met is as follows for acquisitions that were
completed as of March 31, 2004:
POTENTIAL AMOUNTS PAYABLE IN CASH SHARES (1) SHARE VALUE
------------------ ----------------------- ------------------------
2005 $9,566 90,134 $1,500
2006 5,327 22,059 400
2007 3,602 - -
2008 1,102 - -
------------------ ----------------------- ------------------------
$19,597 112,193 $1,900
================== ======================= ========================
(1) Shares determined based upon the
closing price of the Company's
common stock at March 31, 2004 of
$17.00 per share.
7. ACCOUNTS RECEIVABLE
Major categories of accounts receivable are as follows:
AS OF AS OF
MARCH 31, 2004 DECEMBER 31, 2003
--------------------------- -------------------------
Accounts receivable - trade $50,705 $48,467
Loans receivable 463 307
Accounts receivable allowance ( 1,419) ( 1,296)
--------------------------- -------------------------
$49,749 $47,478
=========================== =========================
A summary of the activity in the allowance for uncollectible accounts receivable
is as follows:
THREE MONTHS ENDED YEAR ENDED
MARCH 31, 2004 DECEMBER 31, 2003
---------------------------- ---------------------------
Beginning balance ($1,296) ($1,089)
Write offs 69 999
Expense ( 192) ( 1,206)
---------------------------- ---------------------------
Ending balance ($1,419) ($1,296)
============================ ===========================
As of March 31, 2004, and December 31, 2003, there were approximately $3.4
million and $2.3 million, respectively, of unbilled receivables included in
accounts receivable on the condensed consolidated balance sheets. These unbilled
amounts, the majority of which relate to in-process consulting projects, are
typically billed during the quarter immediately following the reporting period.
8. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill for the three months ended March 31,
2004, by reporting units are as follows:
10
CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
BALANCE ACQUIRED DURING BALANCE
JANUARY 1, 2004 THE PERIOD EARNOUTS MARCH 31, 2004
------------------- ------------------- --------------- -----------------
Executive Benefits Practice $16,438 $ - $3,000 $ 19,438
Banking Practice 44,723 - 1,075 45,798
Healthcare Group 14,076 - - 14,076
Management Science Associates 5,010 - - 5,010
Pearl Meyer & Partners 36,981 - - 36,981
Human Capital Practice 864 - - 864
Federal Policy Group 8,766 - - 8,766
Corporate 30 - 30
------------------- ------------------- --------------- -----------------
TOTAL $126,888 $- $4,075 $130,963
=================== =================== =============== =================
Information regarding the Company's other intangible assets follows:
AS OF MARCH 31, 2004 AS OF DECEMBER 31, 2003
---------------------------------------- -----------------------------------------
GROSS ACCUMULATED GROSS ACCUMULATED
AMOUNT AMORTIZATION NET AMOUNT AMORTIZATION NET
------------- -------------- ----------- ------------ --------------- ------------
Inforce revenue $499,975 ($48,432) $451,543 $499,800 ($44,305) $455,495
Non-compete agreements 10,669 (3,664) 7,005 10,669 (3,249) 7,420
------------- -------------- ----------- ------------ --------------- ------------
Total $510,644 ($52,096) $458,548 $510,469 ($47,554) $462,915
============= ============== =========== ============ =============== ============
Amortization expense of other intangible assets was $4.5 million and $5.2
million for the three months ended March 31, 2004, and March 31, 2003,
respectively.
The Company estimates that its amortization for 2004 through 2008 for intangible
assets related to all acquisitions consummated through March 31, 2004 will be
approximately as follows:
Year Amount
---- ------
2004 $18,103
2005 15,130
2006 14,596
2007 14,227
2008 13,881
11
CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
common share:
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2004 2003
--------------- ---------------
Numerator for basic and diluted earnings per common share $4,415 $3,581
=============== ===============
DENOMINATOR:
Basic earnings per common share - weighted average shares outstanding 18,493,430 18,115,152
Effect of dilutive securities:
Stock options 274,921 224,003
Contingent shares earned not issued 94,087 259,813
--------------- ---------------
Diluted earnings per share - weighted average shares plus assumed
conversions 18,862,438 18,598,968
=============== ===============
Basic earnings per common share $0.24 $0.20
=============== ===============
Diluted earnings per common share $0.23 $0.19
=============== ===============
For the three months ended March 31, 2004 and 2003, there were approximately 567
thousand and 865 thousand, respectively, of outstanding stock options which are
not included in the computation of diluted earnings per share because the
exercise prices of the options were greater than the average market prices of
the Company's common shares during the respective years. The range of exercise
prices for these antidilutive stock options was between $18.13 and $30.30 and
$15.30 to $30.30 at March 31, 2004 and March 31, 2003, respectively.
10. STATEMENT OF COMPREHENSIVE INCOME
Under SFAS No. 130, Comprehensive Income, the comprehensive income for the
Company consists of net income and changes in fair value, net of tax, of
interest rate swaps. Shown below is the Company's comprehensive income:
THREE MONTHS ENDED
MARCH 31,
------------- ------------
2004 2003
------------- ------------
Net income $4,415 $3,581
Change in fair value of
interest rate swap, net of tax of $121
thousand and $248 thousand, respectively (90) (371)
------------- ------------
Comprehensive income $4,325 $3,210
============= ============
11. CARRIER INCENTIVE CONTRACTS
During the first quarter of 2004, the Company completed agreements with two of
its insurance carriers, which will generate additional revenue on its existing
blocks of business and future business. The length of one of the contracts is
three years and the other contract is one year. The agreements resulted in
revenue of approximately $350 thousand for the first quarter of 2004 and provide
for additional payments upon certain conditions being met. The two new
agreements provide for minimum revenue of $175 thousand per quarter and include
a
12
CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
variable element tied to quarterly sales of the carrier's products. Future
payment amounts would be negatively impacted by potential future surrenders of
the inforce business or non-renewal of the agreements and positively impacted by
asset growth of these contracts.
12. SEGMENTS AND RELATED INFORMATION
The Company has six reportable segments:
o Executive Benefits Practice - markets, designs, implements,
administers, and finances non-qualified benefit plans for
companies of all sizes including Fortune 1000 companies and
other companies which can benefit from the Company's products
and services.
o Banking Practice - offers compensation consulting, executive
and director benefit programs, and bank-owned life insurance
to the bank market.
o Healthcare Group - provides specialized compensation and
benefit services for large and medium sized not-for-profit
healthcare organizations.
o Pearl Meyer & Partners - specializes in executive compensation
and retention programs.
o Human Capital Practice - provides actuarial/retirement
planning and investment advisory services.
o Federal Policy Group - provides a variety of legislative and
regulatory strategic services.
The segment information as of, and for the periods ended March 31, 2004 and
2003, for the Pearl Meyer & Partners segment reflects the results of, and
information related to, the Rewards and Performance Group and certain Human
Capital Practice employees, who were transferred to Pearl Meyer & Partners as of
October 1, 2003.
The six reportable segments operate as independent and autonomous business units
with a central corporate staff in North Barrington, Illinois responsible for
finance, strategic planning, human resources, and company-wide policies. Each
segment has its own client base as well as its own marketing, administration,
and management.
The Company has disclosed income from operations as the primary measure of
segment earnings (loss). This is the measure of profitability used by the
Company's chief operating decision-maker and the most consistent with the
presentation of profitability reported within the condensed consolidated
financial statements. The accounting policies of the reporting segments are the
same as those described in Note 1 "Nature of Operations and Summary of
Significant Accounting Policies" in the Company's Annual Report on Form 10-K for
the year ended December 31, 2003.
The Company evaluates performance and allocates resources based on operating
income before income taxes, interest, and corporate administrative expenses.
There are no inter-segment revenues or expenses.
Segment information for the three month periods ended March 31, 2004 and 2003,
is as follows:
13
CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
THREE MONTHS ENDED
MARCH 31,
---------------------------
2004 2003
---------------------------
REVENUES FROM EXTERNAL CUSTOMERS
Executive Benefits Practice $ 26,806 $27,279
Banking Practice 33,785 32,446
Healthcare Group 9,994 9,912
Pearl Meyer & Partners 6,537 6,463
Human Capital Practice 2,137 2,898
Federal Policy Group 3,454 4,590
---------------------------
Total segments - reported 82,713 83,588
Corporate/CSI 1,938 1,050
---------------------------
Total consolidated - reported $ 84,651 $84,638
===========================
OPERATING INCOME (LOSS) AND INCOME BEFORE TAXES
Executive Benefits Practice $ 7,454 $5,113
Banking Practice 6,590 5,947
Healthcare Group 2,310 1,431
Pearl Meyer & Partners 531 467
Human Capital Practice (69) (552)
Federal Policy Group 665 2,785
---------------------------
Total segments - reported 17,481 15,191
Corporate/CSI (3,141) (3,387)
Other income (expense) (1,468) 87
Interest - net (5,544) (5,903)
---------------------------
Income before taxes $ 7,328 $5,988
===========================
DEPRECIATION AND AMORTIZATION
Executive Benefits Practice $ 1,099 $1,229
Banking Practice 3,488 3,995
Healthcare Group 687 727
Pearl Meyer & Partners 188 158
Human Capital Practice 32 75
Federal Policy Group 102 100
---------------------------
Total segments - reported 5,596 6,284
Corporate/CSI 336 198
---------------------------
Total consolidated - reported $5,932 $6,482
===========================
CAPITAL EXPENDITURES
Executive Benefits Practice $ 89 $421
Banking Practice 236 370
Healthcare Group 142 426
Pearl Meyer & Partners 106 10
Human Capital Practice - 116
Federal Policy Group - -
---------------------------
Total segments - reported 573 1,343
Corporate/CSI 121 458
---------------------------
Total consolidated - reported $694 $1,801
===========================
MARCH 31, DECEMBER 31,
IDENTIFIABLE ASSETS 2004 2003
---------------------------
Executive Benefits Practice $ 87,505 $ 72,867
Banking Practice 489,921 509,370
Healthcare Group 32,181 32,996
Pearl Meyer & Partners 42,169 47,362
Human Capital Practice 5,102 5,282
Federal Policy Group 12,885 11,893
---------------------------
Total segments - reported 669,763 679,770
Deferred tax assets 253 253
Corporate/CSI 26,095 19,280
---------------------------
Total consolidated - reported $696,111 $699,303
===========================
14
CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
13. LITIGATION AND CONTINGENCIES
From time to time, the Company is involved in various claims and lawsuits
incidental to its business, including claims and lawsuits alleging breaches of
contractual obligations under agreements with its consultants. The following is
a summary of the current material legal proceedings pending against the Company.
WILLIAM L. MACDONALD, SR. V. CLARK/BARDES CONSULTING, INC.
On April 10, 2003, William L. MacDonald, Sr., the former Chairman of the
Executive Benefits Practice, filed suit in Los Angeles, California Superior
Court alleging wrongful termination and seeking damages of $10.1 million and a
declaration that all of his non-competition and non-solicitation provisions were
unenforceable. On April 11, 2003, the Company filed proceedings in the Circuit
Court of Cook County, Illinois to enforce the non-competition and
non-solicitation covenants agreed to by Mr. MacDonald when the Company purchased
Mr. MacDonald's business, Compensation Resource Group, Inc., in September of
2000 and for other relief. In light of the California suit, the Illinois
litigation was stayed pending the outcome of proceedings in the California
court.
The Company responded to Mr. MacDonald's suit by requesting the California court
to transfer the matter to arbitration as provided for in several of the
contracts at issue, and to enter a temporary restraining order prohibiting Mr.
MacDonald from competing with the Company and contacting its clients, in aid of
and pending the outcome of the arbitration. On May 1, 2003, the Court granted
the Company's motion and entered a temporary restraining order prohibiting Mr.
MacDonald from contacting certain clients of the Company. On June 5, 2003, the
court entered a preliminary injunction, which prohibits Mr. MacDonald and
persons acting in concert with him from soliciting clients of the Company's
Executive Benefits Practice. On July 24, 2003, the court issued its order
granting the Company's Motion to Compel Arbitration and those proceedings have
been commenced by both the Company and Mr. MacDonald. The Company denies any
wrongdoing and intends to vigorously defend Mr. MacDonald's claims. The Company
also intends to vigorously pursue the enforcement of Mr. MacDonald's
non-competition and non-solicitation covenants and pursue other relief,
including damages for alleged breaches of contract and fiduciary duty. A hearing
before the arbitration panel is scheduled to commence June 24, 2004.
FRIEDA SHUSTER, ET AL. V. HYDER MIRZA, ET AL. INCLUDING CLARK/BARDES, INC.
On May 30, 2001, the Company was named a defendant in a lawsuit filed in the
District Court of LaSalle County, Texas, now in Dallas County, Texas, alleging
gross negligence in connection with the death of an employee when the private
aircraft in which he was traveling on company business crashed. Damages are
unspecified. On February 12, 2004, settlement was reached with the lead
plaintiff. The trial for the remaining plaintiffs has been set for September
2004. The Company denies any and all claims and allegations in this action and
intends to vigorously defend this matter. The matter, including the February
2004 settlement, is covered by existing insurance.
INDEPENDENT SALES CONSULTANTS' DISPUTES
In March 2004, two of the Company's independent sales consultants exercised
their termination rights under their agreement(s) with the Company. Included in
the Company's consolidated balance sheets is a receivable of approximately $1.4
million from these two consultants and their employee related to certain
chargeback commissions to be repaid to the Company from the surrender of a
policy in 2003. Upon termination, the consultants have disputed the chargeback
and asserted other miscellaneous claims. The Company and the consultants have
agreed to go to binding arbitration to resolve all such disputes. The Company
intends to vigorously defend its characterization of the chargeback and its
right to the repayment of the commissions related to the surrendered case
through the arbitration. While it is not possible to predict with certainty the
outcome and the Company does not believe resolution will have a material adverse
effect on its financial position or results of operations, the Company has
recorded a charge of $475 thousand in general and administrative expenses
related to the collectibility of the receivable.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Tables shown in thousands of dollars, except share and per share
amounts)
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements, the
notes thereto, and other information appearing elsewhere in this Form 10-Q.
OVERVIEW
We design, market, and administer compensation and benefit programs for
companies supplementing and securing employee benefits and provide executive
compensation and related consulting services to U.S. corporations, banks, and
healthcare organizations. We generally compete with regional firms while we
market our products and services nationwide. A majority of our revenues result
from commissions paid by insurance companies that underwrite the insurance
policies used to finance our clients' benefit programs. Most of our clients'
benefit programs are financed by business-owned life insurance and other
financial products. We pay commissions to employee and independent consultants
based upon a percentage of our commission revenue. We work closely with clients
to design customized products that meet the specific organizational needs of the
client, and work with insurance companies to develop unique policy features and
competitive pricing.
A significant portion of our growth has been acquisition related. Business-owned
life insurance programs have tax advantages associated with products that are
attractive to our clients. A portion of our product offerings are interest rate
sensitive. Changes in tax and legislative laws can have an effect on our
business, as seen over the last several years with our Executive Benefits
Practice. We have been expanding our compensation consulting practices to
diversify our product offerings. The largest component of our general and
administrative expense is salary and other benefit related costs.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. The Securities and Exchange Commission ("SEC") has defined a
company's most critical accounting policies as those that are most important to
the portrayal of its financial condition and the results of operations, and
which require us to make difficult and subjective judgments, often as a result
of the need to make estimates of matters that are inherently uncertain. Based on
this definition, we have identified the following as our critical accounting
policies and judgments. Although we believe that our estimates and assumptions
are reasonable, they are based upon information available when they are made.
Actual results may differ significantly from these estimates under different
assumptions and conditions.
REVENUE SOURCES AND RECOGNITION
Our operating segments derive their revenue primarily from:
o commissions paid by the insurance companies issuing the
policies underlying our client's benefit programs;
o program design and administrative service fees paid by our
clients;
o executive compensation and benefit related consulting fees;
and
o fees for legislative liaison and related advisory services.
16
Our commission revenue is normally recurring, is typically paid annually and
usually extends for a period of ten years or more after the sale. Commissions
are paid by insurance companies and vary by policy and by program and typically
represent a percentage of the premium or the cash surrender value of the
insurance policies underlying the program.
First Year Commission Revenue and Related Fees. First year commission revenue
and related fees are derived from two principal sources; (a) the commission we
earn when the client first purchases the policies, which revenue is recognized
at the time the application is substantially completed, the client is
contractually committed to purchase the insurance policies and the premiums are
paid, by the client, to the insurance company; and (b) fees for the services
related to the enrollment and initial administration of the benefit programs and
underlying policies.
Our first year commission revenue is frequently subject to chargeback, which
means that insurance companies retain the right to recover commissions in the
event policies prematurely terminate. The chargeback schedules differ by product
and usually apply to first year commission only.
A typical chargeback schedule, based on a percent of first year commission, is
as follows:
Year 1 100%
Year 2 and 3 50%
Year 4 25%
Year 5 and beyond 0%
Given the homogenous nature of such cases and historical information about
chargebacks, we believe we are able to accurately estimate the revenue earned.
We currently maintain a chargeback allowance, which is monitored on a quarterly
basis for adequacy. The chargeback allowance is calculated based on the average
percentage rate of the last two years of chargebacks multiplied by first year
revenue for the trailing twelve months.
Renewal Commission Revenue and Related Fees. Renewal commission revenue is the
commission we earn on the policies underlying the benefit programs we have sold
in prior years. Renewal revenue is recognized on the date that the renewal
premium is due or paid by the client to the insurance company depending on the
type of policy. In the case of single pay policies, renewal revenue is
recognized on the date of the renewal and calculated based on a percentage of
the asset value or based on a percentage of the original premium paid.
Consulting Fee Revenue. Consulting fee revenue consists of fees charged by Pearl
Meyer & Partners, Human Capital Practice, and Federal Policy Group for the
services we perform in advising our clients on their executive compensation
programs and related consulting services, retirement, benefit, actuarial,
pension savings plan design and management, people strategy, compensation
surveys, institutional registered investment advisory services, and fees from
legislative and regulatory policy matters. These fees are generally based on a
rate per hour arrangement or a fixed monthly fee and are earned when the service
is rendered. Consulting revenue generated by the Executive Benefits Practice,
Banking Practice, and Healthcare Group are included in the first year revenue
line on our condensed consolidated income statement.
Administrative Service Fee Revenue. Administrative service fee revenue consists
of fees we charge our clients for the administration of their benefit programs
and are earned when services are rendered. These revenues are mainly included in
our renewal revenue line on our condensed consolidated statement of income.
Carrier Incentive Contracts - Carrier incentive contracts consists of revenue we
receive from certain carriers under the terms of specific arrangements. Revenue
is recognized in the period in which it has been earned.
We record revenue on a gross basis when we are the primary obligors in the
arrangement or when we bear the credit risk in the arrangement. We record
revenue on a net basis when another party is the primary obligor in the
arrangement or when another party bears the credit risk.
17
INTANGIBLE ASSETS
Intangible assets represent the excess of the costs of acquired businesses over
the fair values of the tangible net assets associated with an acquisition.
Intangible assets consist of the net present value of future cash flows from
policies inforce at the acquisition date, non-compete agreements with the former
owners, other identifiable intangibles, and goodwill. Non-compete agreements are
amortized over the period of the agreements and other identifiable intangibles
are amortized over their useful lives.
The net present value of inforce revenue is typically amortized between 20 and
30 years (the expected average policy duration). The determination of the
amortization schedule involves making certain assumptions related to
persistency, expenses, and discount rates that are used in the calculation of
the carrying value of inforce revenue. If any of these assumptions change or
actual experience differs materially from the assumptions used, it could affect
the carrying value of the inforce revenue.
We are required to assess potential impairments of long-lived assets in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
Accounting for the Impairment of Long-Lived Assets, if events or changes in
circumstances indicate that the carrying amount of a long-lived asset may not be
recoverable. In assessing the recoverability of goodwill, in accordance with
SFAS No. 142, Goodwill and Other Intangible Assets, and the net present value of
future cash flows from policies inforce, we must make assumptions regarding
estimated future cash flows, mortality, lapse, and other factors to determine
the fair value of the respective assets. If these estimates and related
assumptions change in the future, we may be required to record impairment
charges.
INCOME TAXES
Significant judgment is required in determining the provision for income taxes
and related accruals, deferred tax assets and liabilities, and any valuation
allowance recorded against the deferred tax assets. In the ordinary course of
business, there are transactions and calculations where the ultimate tax outcome
is uncertain. Additionally, our tax returns are subject to audit by federal and
various state authorities. Although we believe our estimates are reasonable, no
assurance can be given that the final tax outcome will not be materially
different from that which is reflected in our historical income tax provisions
and accruals. In assessing the realizability of deferred tax assets, we consider
the likelihood that some portion or all of the deferred tax assets may not be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which the temporary
differences become deductible. We consider the scheduled reversal of deferred
tax liabilities, projected future taxable income, and tax planning strategies in
making this assessment.
RESTRUCTURING COSTS
We make provisions for restructuring costs in accordance with SFAS No.146,
Accounting for Costs Associated with Exit or Disposal Activities. To determine
the amounts expensed in any period, we estimate the amounts we will receive in
the future for subleasing office space that is no longer required for our
existing operations. Should these estimates not reflect actual results in future
periods, we adjust the provision through the income statement.
18
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31,
-------------------------------------------
2004 2003 % CHANGE
----------- ------------ -------------
TOTAL REVENUE $84,651 $84,638 -
OPERATING EXPENSE
Commissions and fees 23,218 25,106 (7.5%)
% of revenue 27.4% 29.7%
Other operating expenses 47,093 47,728 (1.3%)
% of revenue 55.6% 56.4%
----------- ------------ -------------
OPERATING INCOME $14,340 $11,804 21.4%
=========== ============ =============
Quarter ended March 31, 2004 compared to quarter ended March 31, 2003.
Revenue. Total revenue for the three months ended March 31, 2004, was $84.7
million, compared to revenue of $84.6 million in first quarter 2003. First year
revenue for the three months ended March 31, 2004, was $33.6 million compared to
$27.6 million for the three months ended March 31, 2003. First year revenue of
the Executive Benefits Practice included $9.3 million for a large case that
closed during the quarter ended March 31, 2004. Banking Practice's first year
revenue for the first quarter 2004 included $1.1 million related to carrier
incentive contracts. Future payment amounts from carrier incentive contracts
would be negatively impacted by potential future surrenders of the inforce
business or non-renewal of the agreements and positively impacted by asset
growth of these contracts. Renewal revenue for the three months ended March 31,
2004, was $38.1 compared to $42.4 million for the three months ended March 31,
2003. The decrease in renewal revenue is primarily the result of the loss of a
large client ($1.4 million) and the timing of premium payments from some other
clients at the Executive Benefits Practice. First quarter 2003 consulting
revenue for Federal Policy Group included a $2.8 million success fee.
Commissions and fees expense. Commissions and fees expense for the three months
ended March 31, 2004, was $23.2 million, or 27.4% of total revenue, compared to
$25.1 million or 29.7% of total revenue in first quarter 2003. The percentage
paid in commission expense declined primarily due to the fact that the carrier
incentive revenues have no related commission expense. Also impacting commission
percentage to revenue is the mix between first year and renewal revenue and the
mix between sales by employees versus sales by independent consultants. Renewal
revenues generally have lower commissions than first year revenues and employee
sales generally have lower commissions than sales by independent consultants.
Some of the commission savings from sales by employees is spent in the form of
increased operating expenses. Independent consultants cover their operating
expenses out of their commissions.
General and administrative expenses. General and administrative expenses
declined slightly from $41.3 million for the three months ended March 31, 2003,
to $41.1 million for the three months ended March 31, 2004. The decrease in
general and administrative expenses was attributable to good cost containment
offset by inflation.
Amortization expense. Amortization expense decreased approximately $700 thousand
to $4.5 million for the three months ended March 31, 2004, from $5.2 million for
the three months ended March 31, 2003, based on the timing of scheduled
amortization of our inforce revenue.
Other income (expense). Other income (expense) for the three months ended March
31, 2004, includes a $1.5 million write-off of costs associated with a
prospective securitization financing that we are no longer pursuing.
Interest expense. Interest expense for the three months ended March 31, 2004,
was $5.6 million compared to $6.0 million for the three months ended March 31,
2003. The decrease relates to lower borrowing levels compared to 2003.
19
Income taxes. Income taxes for the three months ended March 31, 2003, were $2.9
million, or 39.8% of income before taxes, compared to $2.4 million, or 40.2% of
income before taxes.
Net income. Net income for the quarter ended March 31, 2004, was $4.4 million,
or $0.23 per diluted share, representing a 22% increase from net income of $3.6
million, or $0.19 per diluted share, in the comparable quarter of 2003.
The tables that follow present the operating results of our six segments for the
three months ended March 31, 2004 and 2003.
EXECUTIVE BENEFITS PRACTICE
THREE MONTHS ENDED
MARCH 31,
-----------------------
2004 2003
-----------------------
TOTAL REVENUE $26,806 $27,279
OPERATING EXPENSES
Commissions and fees 10,840 12,045
Other operating expenses 8,512 10,121
-----------------------
OPERATING INCOME $ 7,454 $ 5,113
% of revenue 27.8% 18.7%
=======================
First year revenue for the three months ended March 31, 2004, was $12.7 million
compared to $8.4 million for the three months ended March 31, 2003, in the
Executive Benefits Practice. First year 2004 revenue included $9.3 million for
one large case. Renewal revenue for the three months ended March 31, 2004, was
$14.1 million compared to $18.8 million for the three months ended March 31,
2003. The decrease in renewal revenue is primarily the result of the loss of a
large client ($1.4 million) and the timing of premium payments from some other
clients. Commission expense as a percentage of total revenue declined to 40.4%
for the three months ended March 31, 2004, from 44.2% for the three months ended
March 31, 2003, due to the mix of sales by employee consultants who are paid on
a lower commission grid, partially offset by the mix between first year versus
renewal revenue. General and administrative expense for the three months ended
March 31, 2004, was lower than the three months ended March 31, 2003, due mainly
to lower headcount (245 for 2004 and 280 for 2003) and the closing of two sales
offices in the first quarter of 2003. General and administrative expense for the
three months ended March 31, 2004 also includes a charge of $475 thousand
related to the termination of two independent consultants' agreement with us.
20
BANKING PRACTICE
THREE MONTHS ENDED
MARCH 31,
-----------------------
2004 2003
-----------------------
TOTAL REVENUE $33,785 $32,446
OPERATING EXPENSES
Commissions and fees 11,575 11,755
Other operating expenses 15,620 14,744
-----------------------
OPERATING INCOME $ 6,590 $5,947
% of revenue 19.5% 18.3%
=======================
Total first year revenue increased 10.9% to $14.0 million for the three months
ended March 31, 2004, from $12.6 million for the three months ended March 31,
2003, including $1.1 million in first year revenue from the execution of
incentive contracts with several insurance carriers. Renewal revenue for the
three months ended March 31, 2004 and March 31, 2003, was $19.8 million. Renewal
revenue in first quarter 2004 and first quarter 2003 includes $500 thousand
related to the Administrative Services Agreement entered into on September 25,
2002, with an affiliate of AUSA Holding, Inc. Commission expense for the three
months ended March 31, 2004, was $11.6 million, or 34.3% of revenue, compared to
$11.8 million, or 36.2% of revenue, for the same period in 2003. The commission
expense as a percentage of revenue continues to decrease as a result of a higher
percentage of first year revenue produced by employee consultants versus
independent producers. In addition, we do not pay commission expense on the
revenue associated with the carrier incentive contracts. General and
administrative expense for the three months ended March 31, 2004, was $12.5
million, or 37.1% of revenue, compared to $11.1 million or 34.3% of revenue, for
the comparable period in 2003. The higher percentage of general and
administrative expenses to revenue reflects increased headcount from prior year
and operating expenses relating to former independent consultants. Amortization
expense for the three months ended March 31, 2004 and 2003, was $3.1 million and
$3.6 million, respectively. The decrease is based on the timing of scheduled
amortization of our inforce revenue.
Richard Chapman, the president of the Banking Practice, will be leaving Clark
Consulting to pursue leadership development initiatives. Effective May 6, 2004,
James Bean has replaced Richard Chapman as president of the Banking Practice.
21
HEALTHCARE GROUP
THREE MONTHS ENDED
MARCH 31,
-----------------------
2004 2003
-----------------------
TOTAL REVENUE $9,994 $9,912
OPERATING EXPENSES
Commissions and fees 707 1,306
Other operating expenses 6,977 7,175
-----------------------
OPERATING INCOME $ 2,310 $1,431
% of revenue 23.0% 14.4%
=======================
Healthcare Group revenues were slightly higher for the three months ended March
31, 2004, compared to the prior year. First year revenue for the three months
ended March 31, 2004, was slightly lower than prior year due to a lower number
of new projects and lower add-on commissions as a result of split dollar
regulations. For the three months ended March 31, 2003, commission and general
and administrative expenses include approximately $435 thousand and $335
thousand, respectively, for costs associated with a severance agreement.
PEARL MEYER & PARTNERS
THREE MONTHS ENDED
MARCH 31,
-----------------------
2004 2003
-----------------------
TOTAL REVENUE $6,537 $6,463
OPERATING EXPENSES 6,006 5,996
-----------------------
OPERATING INCOME $531 $467
% of revenue 8.1% 7.2%
=======================
As of October 1, 2003, we transferred some of the operations and employees of
the Human Capital Practice to Pearl Meyer & Partners. As a result, all periods
presented have been reclassified to reflect this transfer.
22
HUMAN CAPITAL PRACTICE
THREE MONTHS ENDED
MARCH 31,
-----------------------
2004 2003
-----------------------
TOTAL REVENUE $2,137 $2,898
OPERATING EXPENSES 2,206 3,450
-----------------------
OPERATING LOSS ($ 69) ($ 552)
% of revenue (3.2%) (19.0%)
=======================
In the fourth quarter of 2003, we reorganized our executive compensation
consulting practices. As part of the reorganization, some of the operations and
employees of the Human Capital Practice (including the Rewards and Performance
Group) were transferred to the Pearl Meyer & Partners practice. As a result, all
periods presented have been reclassified to reflect this transfer. The Human
Capital Practice exited certain revenue producing activities in connection with
the fourth quarter 2003 reorganization. General and administrative expenses for
the three months ended March 31, 2004, were lower than the three months ended
March 31, 2003, primarily due to lower headcount (40 for 2004 and 68 for 2003)
and lower rent and utilities from vacated facilities whose expenses were accrued
at December 31, 2003, as part of the reorganization.
FEDERAL POLICY GROUP
THREE MONTHS ENDED
MARCH 31,
------------------------
2004 2003
------------------------
TOTAL REVENUE $3,454 $4,590
OPERATING EXPENSES 2,789 1,805
------------------------
OPERATING INCOME $ 665 $2,785
% of revenue 19.3% 60.7%
========================
Results for the three months ended March 31, 2004, included approximately $598
thousand of revenue and approximately $457 thousand of operating expenses
related to business generated by four employees hired during the second quarter
of 2003. For the three months ended March 31, 2003, revenue included a $2.8
million success fee.
23
LIQUIDITY AND CAPITAL RESOURCES
Selected Measures of Liquidity and Capital Resources
MARCH 31, DECEMBER 31,
2004 2003
--------------- -----------------
Cash and cash equivalents $ 5,229 $3,156
Working capital (1) $ 512 $2,623
Current ratio - to one 1.01 1.04
Stockholders' equity per common share (2) $14.19 $13.95
Debt to total capitalization (3) 56.6% 57.7%
(1) Includes restricted cash and current portion of debt associated with
asset-backed non-recourse notes
(2) Total stockholders' equity divided by actual shares outstanding
(3) Current debt plus long term debt divided by current debt plus long term debt
plus stockholders' equity
As a financial company with historically strong operating cash flow, we believe
we have little need to maintain substantial cash balances. To the extent we have
net cash from operating activities, we use it to fund capital expenditures and
service existing debt. We expect large cash outlays such as future acquisitions
will be financed primarily through externally available funds. However, we can
offer no assurance such funds will be available and, if so, on terms acceptable
to us.
Below is a table summarizing our cash flow:
THREE MONTHS ENDED MARCH 31,
--------------------------------------
2004 2003
------------------ -----------------
Cash flows from (used in):
Operating activities $10,633 $18,022
Investing activities (7,143) (5,353)
Financing activities (1,417) (9,396)
Cash Flows from Operating Activities
Our cash flows from operating activities were as follows:
THREE MONTHS ENDED MARCH 31,
----------------------------------
2004 2003
--------------- -----------------
Net income plus non-cash expenses $12,932 $12,094
Changes in operating assets and liabilities (2,299) 5,928
--------------- -----------------
Cash flows from operating activities $10,633 $18,022
=============== =================
Non-cash expenses include depreciation of equipment and leasehold improvements,
amortization of intangibles, charges for performance-based stock options issued
to non-employee producers, and deferred tax expense. The 2004 decrease in cash
relating to changes in operating assets and liabilities relates primarily to the
payment of accounts payable in the first quarter.
Cash Used in Investing Activities
For the three months ended March 31, 2004, approximately $6.4 million of cash
used in investing activities represented earnout payments to prior owners of
certain of our acquired businesses. Approximately $700 thousand was used for the
purchase of fixed assets.
24
A substantial amount of the purchase price of our acquisitions is paid in cash.
This is primarily due to our desire to avoid diluting our existing stockholders.
We expect acquisitions to continue to be financed primarily from available
credit lines and possible additional equity. However, we can offer no assurances
such will be the case.
Cash Flows from Financing Activities
For the three months ended March 31, 2004, approximately $1.4 million of cash
was used for financing activities. We used $7.6 million for the net repayment of
borrowings. As of March 31, 2004, we had restricted cash of approximately $13.3
million, a decrease of $5.7 million from December 31, 2003, which will be used
to pay down the asset-backed notes issued to finance the acquisition of
LongMiller. This cash is not available for general corporate purposes, but is
solely to service securitization indebtedness incurred to finance the
acquisition of LongMiller.
In November 2003, we amended and restated our December 28, 1999 Credit
Agreement, revising the amount available under the credit facility to $80.0
million. In December 2003, a new participant bank was added to the facility
increasing the facility amount to $90 million. At December 31, 2002, we
converted $50 million of the outstanding balance under the revolving credit
facility to term debt. The term debt is being paid quarterly over five years
under the facility agreement. We had $56.9 million available under our credit
line at March 31, 2004. Our restrictive covenants may limit our borrowing
ability under our credit line.
The restrictive covenants under the credit agreement provide for the maintenance
of a minimum ratio of fixed charges, a maximum allowable leverage ratio, a
minimum amount of net worth (stockholders' equity), and a maximum ratio of debt
to capitalization. We were in compliance with all restrictive covenants as of
March 31, 2004.
We believe that our cash flow from operating activities will continue to provide
sufficient funds to service our debt obligations. However, as our business
grows, our working capital and capital expenditure requirements will also
continue to increase. There can be no assurance that the net cash flow from
operations will be sufficient to meet our anticipated cash flow requirements or
that we will not require additional debt or equity financing in the future. We
may issue stock to finance future acquisitions.
OFF-BALANCE SHEET ARRANGEMENTS AND OTHER CONTRACTUAL OBLIGATIONS
We do not have any material off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future effect on our financial
condition, changes in financial condition, revenue or expenses, results of
operations, liquidity, capital expenditures, or capital resources. Set forth
below is a summary presentation of our contractual obligations as of March 31,
2004, which are expected to become due and payable during the periods specified.
PAYMENTS DUE BY PERIOD
LESS THAN MORE THAN
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 3-5 YEARS 5 YEARS
- ----------------------- ----- ------ --------- --------- -------
Long-term debt obligations $ 344,896 $ 20,653 $ 39,770 $ 33,284 $ 251,189
Operating lease obligations 59,243 10,806 20,279 16,073 12,085
Contingent consideration for acquisitions 19,597 9,566 8,929 1,102 --
---------- ---------- ---------- ---------- ----------
Total $ 423,736 $ 41,025 $ 68,978 $ 50,459 $ 263,274
========== ========== ========== ========== ==========
We expect to make significant cash outlays in future years for interest, taxes,
and deferred compensation arrangements. However, due to their variable nature,
no amounts for these items have been included in the table above.
25
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, and December 2003, the FASB issued Interpretation No. 46,
Consolidation of Variable Interest Entities ("FIN 46"), and its revision, FIN
46-R, respectively. FIN 46 and FIN 46-R address the consolidation of entities
whose equity holders have either not provided sufficient equity at risk to allow
the entity to finance its own activities or do not possess certain
characteristics of a controlling financial interest. FIN 46 and FIN 46-R require
the consolidation of these entities, known as variable interest entities
("VIEs"), by the primary beneficiary of the entity. The primary beneficiary is
the entity, if any, that is subject to a majority of the risk of loss from the
VIE's activities, entitled to receive a majority of the VIE's residual returns,
or both. The requirements of FIN 46 and FIN 46R are effective for financial
statements of interim or annual periods ending after December 15, 2003. We
adopted FIN 46 and FIN 46-R as of January 1, 2004, and the adoption of this
interpretation did not have a material impact on our condensed consolidated
financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At March 31, 2004, we had total outstanding indebtedness of $344.9 million, or
approximately 109.0% of total market capitalization. Our outstanding debt
consists of the following:
OUTSTANDING AMOUNT AS OF WEIGHTED AVERAGE INTEREST RATE AS
TYPE OF DEBT MARCH 31, 2004 OF MARCH 31, 2004
------------ -------------- -----------------
Non-recourse bonds $280.9 million Fixed - 6.4%
Note to prior owner 5.6 million Fixed - 10.0%
Term debt 13.8 million Variable - 2.74%
Credit revolver 17.6 million Variable - 3.21%
Trust preferred 27.0 million Variable - 5.30%
On January 7, 2003, we entered into two interest rate swaps with a total
notional value of $50 million to hedge $50 million of LIBOR-based debt. In
conjunction with renewing our credit facility, we terminated one of the interest
rate swaps in November 2003. The notional amount of the remaining interest rate
swap amortizes at the rate of $1.4 million per quarter. The terms of the
remaining swap are as follows:
EFFECTIVE NOTIONAL AMOUNT AT FIXED RATE VARIABLE RATE FAIR VALUE AS OF
DATE MATURITY DATE MARCH 31, 2004 TO BE PAID TO BE RECEIVED MARCH 31, 2004
- ------------------ --------------------- --------------------- -------------- --------------- ---------------------
January 7, 2003 December 31, 2007 $21,000 2.85% LIBOR $306
We have exposure to changing interest rates and will engage in hedging
activities, from time to time, to mitigate this risk. The interest rate swaps we
have entered into are used to hedge our interest rate exposure on the LIBOR
based variable rate debt outstanding at March 31, 2004. Interest on the
remaining $37.4 million of unhedged debt at March 31, 2004, bears interest at
LIBOR plus 162 basis points, LIBOR plus 420 basis points and prime. At our
current borrowing level, a 1% change in the interest rate will have an effect of
approximately $374 thousand on interest expense on an annual basis.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this quarterly report, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")). Based upon, and as of
the date of that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded our disclosure controls and procedures were effective to
ensure information required to be disclosed by us in the reports filed or
submitted by us under the Securities Exchange Act of 1934, as amended, as
recorded, processed, summarized and reported within time periods specified in
the rules and forms of the SEC and include controls and procedures designed to
ensure that information required to be disclosed by us in such reports is
accumulated and communicated to our management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosures.
26
The Chief Executive Officer and Chief Financial Officer have concluded that
there have been no significant changes to our internal control over financial
reporting identified in connection with the evaluation of our internal controls
performed during our last quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in various claims and lawsuits incidental to
our business, including claims and lawsuits alleging breaches of contractual
obligations under agreements with our consultants. The following is a summary of
the current material legal proceedings pending against us.
WILLIAM L. MACDONALD, SR. V. CLARK/BARDES CONSULTING, INC.
On April 10, 2003, William L. MacDonald, Sr., the former Chairman of the
Executive Benefits Practice, filed suit in Los Angeles California Superior Court
alleging wrongful termination and seeking damages of $10.1 million and a
declaration that all of his non-competition and non-solicitation provisions were
unenforceable. On April 11, 2003, we filed proceedings in the Circuit Court of
Cook County, Illinois to enforce the non-competition and non-solicitation
covenants agreed to by Mr. MacDonald when we purchased Mr. MacDonald's business,
Compensation Resource Group, Inc., in September of 2000 and for other relief. In
light of the California suit, the Illinois litigation was stayed pending the
outcome of proceedings in the California court.
We responded to Mr. MacDonald's suit by requesting the California court to
transfer the matter to arbitration as provided for in several of the contracts
at issue, and to enter a temporary restraining order prohibiting Mr. MacDonald
from competing with us and contacting our clients, in aid of and pending the
outcome of the arbitration. On May 1, 2003, the Court granted our motion and
entered a temporary restraining order prohibiting Mr. MacDonald from contacting
certain clients of ours. On June 5, 2003, the Court entered a preliminary
injunction, which prohibits Mr. MacDonald and persons acting in concert with him
from soliciting clients of our Executive Benefits Practice. On July 24, 2003,
the Court issued its order granting our Motion to Compel Arbitration and those
proceedings have been commenced by both Mr. MacDonald and us. We deny any
wrongdoing and intend to vigorously defend Mr. MacDonald's claims. We also
intend to vigorously pursue the enforcement of Mr. MacDonald's non-competition
and non-solicitation covenants and pursue other relief, including damages for
alleged breaches of contract and fiduciary duty. A hearing before the
arbitration panel is scheduled to commence June 24, 2004.
FRIEDA SHUSTER, ET AL. V. HYDER MIRZA, ET AL. INCLUDING CLARK/BARDES, INC.
On May 30, 2001, we were named a defendant in a lawsuit filed in the District
Court of LaSalle County, Texas, now Dallas County, Texas, alleging gross
negligence in connection with the death of an employee when the private aircraft
in which he was traveling on company business crashed. Damages are unspecified.
On February 12, 2004, settlement was reached with the lead plaintiff. The trial
for the remaining plaintiffs has been set for September 2004. We deny any and
all claims and allegations in this action and intend to vigorously defend this
matter. The matter, including the February 2004 settlement, is covered by our
existing insurance.
27
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES
OF EQUITY SECURITIES
On March 14, 2004, we issued the number of shares of our common stock set out
below to the previous owners of the following entities for attaining established
financial criteria as outlined in the purchase agreements related to our
acquisition of the respective entities:
ENTITY SHARES
- ------ ------
Christensen & Associates 42,791
W.M. Sheehan 3,365
Coates Kenney 11,583
------
57,739
ISSUER PURCHASES OF EQUITY SECURITIES
The following table sets forth information in connection with purchases made by,
or on behalf of, us or any affiliated purchaser of ours, of shares of our common
stock during the quarterly period ended March 31, 2004.
(A) (B) (C) (D)
TOTAL NUMBER OF SHARES MAXIMUM NUMBER (OR APPROXIMATE
TOTAL NUMBER AVERAGE PURCHASED AS PART OF DOLLAR VALUE) OF SHARES THAT MAY YET
OF SHARES PRICE PAID PUBLICLY ANNOUNCED PLANS BE PURCHASED UNDER THE PLANS OR
PERIOD PURCHASED(1) PER SHARE OR PROGRAMS PROGRAMS
- ------------------- ------------ ---------- ------------------------ -------------------------------------
January 1, 2004
through
January 31, 2004 - - - -
February 1, 2004
through
February 29, 2004 - - - -
March 1, 2004 through
March 31, 2004 8,000 $16.88 8,000 42,000 (2)
----- ------ ----- ----------
TOTAL 8,000 $16.88 8,000 42,000
===== ====== ===== ======
(1) In January 2003, our Board of Directors authorized the purchase of up
to 400 thousand shares of our common stock to, among other things,
fulfill our obligations under our employee stock purchase plan. The
Employee Stock Purchase Plan consists of eight semi-annual offerings of
common stock beginning on each January 1 and July 1 in each of the
years 2003 to 2006, and terminating on June 30 and December 31 of each
such year. The maximum number of shares issued in any of the semi
annual offerings is 50 thousand.
(2) For the period January 1, 2004 to June 30, 2004.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
28
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The list of exhibits required by this Item 6(a) appears on the
Exhibit Index attached hereto.
(b) Reports on Form 8-K.
We furnished the following Current Report on Form 8-K during the quarter ended
March 31, 2004. The information furnished under Item 12. Results of Operations
and Financial Condition is not deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934:
Current Report on Form 8-K dated February 26, 2004, furnishing the financial
performance of the Registrant for the year ended December 31, 2003.
Current Report on Form 8-K dated February 5, 2004, furnishing the financial
performance of the Registrant for the year ended December 31, 2003.
29
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 thereunto duly authorized.
CLARK, INC.
Date May 10, 2004 /s/ Tom Wamberg
---------------- -------------------------------------
Tom Wamberg
President and Chief Executive Officer
Date May 10, 2004 /s/ Jeffrey W. Lemajeur
----------------- -------------------------------------
Jeffrey W. Lemajeur
Chief Financial Officer
30
EXHIBIT INDEX
-------------
3.1 Certificate of Incorporation of Clark/Bardes, Inc. (Incorporated herein
by reference to Exhibit 3.1 of our Registration Statement on Form S-1,
File No. 333-56799, filed with the SEC on July 15, 1998).
3.2 Certificate of Amendment of Certificate of Incorporation of
Clark/Bardes, Inc. (Incorporated herein by reference to Exhibit 3.3 to
Amendment No.1 to our Registration Statement on Form S-1, File No.
333-56799, filed with the SEC on July 27, 1998).
3.3 Certificate of Amendment of Certificate of Incorporation of
Clark/Bardes, Inc. (Incorporated herein by reference to Exhibit 5 of
our Registration Statement on Form 8-A, filed with the SEC on February
28, 2002).
3.4 Certification of Amendment of Certification of Incorporation
(Incorporated herein by reference to Exhibit 3.6 of Clark's Quarterly
Report on Form 10-Q, File No. 001-31256, filed with the SEC on August
14, 2002).
3.5 Certificate of Amendment of Certificate of Incorporation (Incorporated
herein by reference to Exhibit 4.5 of Clark's Registration Statement on
Form S-8, File No. 333-106538, filed with the SEC on June 26, 2003).
3.6 Bylaws of Clark, Inc. (Incorporated herein by reference to Exhibit 4.6
of Clark's Registration Statement on Form S-8, File No. 333-106538,
filed with the SEC on June 26, 2003).
3.7 Certificate of Designation of Series A Junior Participating Preferred
Stock (Incorporated herein by reference to Exhibit 3.4 to Amendment No.
2 to Clark's Registration Statement on Form S-1, File No. 333-56799
filed with the SEC on August 11, 1998).
4.1 Specimen Certificate for shares of Common Stock, par value $.01 per
share, of Clark Holdings, Inc. (Incorporated herein by reference to
Exhibit 4.1 of Clark's Amendment No. 1 to the Registration Statement on
Form S-1, File No. 333-56799, filed with the SEC on July 27, 1998).
4.2 Rights Agreement, dated as of July 10, 1998, by and between Clark
Holdings, Inc. and The Bank of New York (Incorporated herein by
reference to Exhibit 4.4 of Clark's Quarterly Report on Form 10-Q, File
No. 000-24769, filed with the SEC on November 16, 1998).
10.1 Employment Agreement, dated as of February 1, 2004, by and between
Clark Consulting, Inc. and Thomas M. Pyra.*
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
Sarbanes-Oxley Act of 2002.*
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
Sarbanes-Oxley Act of 2002.*
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.*
___________________
* Filed herewith.
31