Clarke American Announces Pro Forma Full-Year 2005 Results.SAN ANTONIO San Antonio (săn ăntō`nēō, əntōn`), city (1990 pop. 935,933), seat of Bexar co., S central Tex., at the source of the San Antonio River; inc. 1837. -- Clarke Clarke , Arthur Charles Born 1917. British writer, scientist, and underwater explorer noted for his stories of space exploration. His works include 2001: A Space Odyssey (1968). American American, river, 30 mi (48 km) long, rising in N central Calif. in the Sierra Nevada and flowing SW into the Sacramento River at Sacramento. The discovery of gold at Sutter's Mill (see Sutter, John Augustus) along the river in 1848 led to the California gold rush of Corp. provided its annual report, containing its financial results for the three years ended December December: see month. 31, 2005, to its creditors as required by its financing arrangements. That annual report has been furnished fur·nish tr.v. fur·nished, fur·nish·ing, fur·nish·es 1. To equip with what is needed, especially to provide furniture for. 2. to the SEC as an exhibit to a current report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. of M & F Worldwide Corp. (NYSE NYSE See: New York Stock Exchange :MFW MFW Main Feedwater MFW Mid Florida Wrestling MFW Media Firewall MFW Medical Women's Federation MFW Mannell Flower Waples (Sydney, Australia. Grunge-Jazz band) ) on April 3, 2006. The 2005 consolidated con·sol·i·date v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates v.tr. 1. To unite into one system or whole; combine: results discussed below are pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma results, giving effect to the acquisition of Clarke American by M & F Worldwide as if it had occurred on January January: see month. 1, 2005(1). The 2005 results discussed below represent the arithmetic combination of all historical periods in the year ended December 31, 2005. Clarke American provides checks, check-related products and marketing services to financial institutions and individual customers. On December 15, 2005, M & F Worldwide Corp. completed the acquisition of Clarke American from Honeywell In 1927, the Minneapolis Honeywell Regulator Company was formed as a merger of Alfred Butz' temperature control company (1885) and Mark Honeywell's water heater company (1906). In 1957, Honeywell, along with Ratheon, introduced one of the first computers in the U.S., the Datamatic 1000. International Inc. For more information about the business of M & F Worldwide, please see its filings with the SEC, including its annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005. For the pro forma year ended December 31, 2005, which includes the periods prior to its acquisition by M & F Worldwide, Clarke American's consolidated revenues increased to $618.4 million, compared with $607.6 million for 2004. Clarke American's net income decreased from $64.4 million in 2004 to $11.8 million in pro forma 2005. The decrease in net income was primarily due to an increase in cost of sales that resulted from purchase accounting adjustments (and resulting increases in depreciation and amortization) related to Clarke American being acquired by M & F Worldwide and increased interest expense due to acquisition-related financing. Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become (2) increased to $139.5 million in pro forma 2005, compared to $134.9 million in 2004. Adjusted EBITDA is a non-GAAP measure that is defined in the footnotes to this release and which is reconciled rec·on·cile v. rec·on·ciled, rec·on·cil·ing, rec·on·ciles v.tr. 1. To reestablish a close relationship between. 2. To settle or resolve. 3. to net income, the most directly comparable GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). measure, in the accompanying ac·com·pa·ny v. ac·com·pa·nied, ac·com·pa·ny·ing, ac·com·pa·nies v.tr. 1. To be or go with as a companion. 2. financial tables. "Clarke American exceeded expectations in 2005 and successfully completed the process of selling the business," said Charles Dawson Charles Dawson (1864 – August 1916) was an amateur British archeologist who is credited and blamed with discoveries that turned out to be imaginative frauds, including that of the Piltdown man (Eoanthropus dawsoni), which he presented in 1912. , President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Clarke American. "We at Clarke American look forward to working with our new parent company well into the future. We believe that working with the support of M & F Worldwide's management has already enhanced and will continue to improve our ability to provide the highest quality product and service offerings to our financial institution partners and customers." Clarke American will hold a conference call today at 9:30 a.m. EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT (8:30 a.m. CDT CDT abbr. Central Daylight Time CDT Central Daylight Time CDT n abbr (US) (= Central Daylight Time) → hora de verano del centro; (BRIT ) which will be webcast live at www.clarkeamerican.com. To access the call, click on "Company Information" and then "Earnings Call." A copy of the press release will be available under the "Press Release" section of the Clarke American website. An archive (1) A file that contains one or more compressed files. Most archive formats are also capable of storing folders in order to reconstruct the file/folder relationship when decompressed. See archive formats. of the webcast will also be available at www.clarkeamerican.com from Wednesday Wednesday: see week. , April 12th through Wednesday, April 19th. About Clarke American Clarke American Corp. is a leading provider of checks, related products and services, and marketing services. Clarke American Corp. serves financial institutions through the Clarke American and Alcott Routon brands and serves consumers and businesses directly through the Checks In The Mail and B2Direct brands. Clarke American Corp. is a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of M & F Worldwide Corp., a holding company that, in addition to Clarke American, wholly owns Mafco Worldwide Corporation, which is the world's largest producer of licorice licorice (lĭk`ərĭs, –rĭsh), name for a European plant (Glycyrrhiza glabra) of the family Leguminosae (pulse family) and for the sweet substance obtained from the root. extracts and related products. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains 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 The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are subject to a number of risks and uncertainties, many of which are beyond Clarke American's control. All statements other than statements of historical facts included in this press release, including those regarding Clarke American's strategy, future operations, financial position, estimated revenues, projected costs, projections, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, the words "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this press release. Although Clarke American believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this press release are reasonable, such plans, intentions or expectations may not be achieved. The factors which may cause Clarke American's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied Inferred from circumstances; known indirectly. In its legal application, the term implied is used in contrast with express, where the intention regarding the subject matter is explicitly and directly indicated. by the forward-looking statements contained in this press release include: 1) Clarke American's substantial indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. ; 2) covenant covenant (kŭv`ənənt), agreement entered into voluntarily by two or more parties to do or refrain from doing certain acts. In the Bible and in theology the covenant is the agreement or engagement of God with man as revealed in the restrictions under Clarke American's indebtedness that may limit its ability to operate its business and react to market changes; 3) the maturity of the principal industry in which Clarke American operates and trends in the paper check industry, including a faster than anticipated decline in check usage due to increasing use of alternative payment methods and other factors; 4) consolidation among financial institutions; 5) adverse changes among the large financial institution clients on which Clarke American depends, resulting in decreased revenues; 6) intense competition in all areas of Clarke American's business; 7) Clarke American's costs as a stand-alone company stand-alone company An independent operating firm. For example, a large diversified firm may consider spinning off a subsidiary because, as a stand-alone company, the subsidiary would command a higher price-earnings ratio than the parent. ; 8) the fact that pro forma financial results may not be indicative indicative: see mood. of the future actual operating results of Clarke American; and 9) interruptions or adverse changes in Clarke American's supplier relationships, technological capacity, intellectual property matters, and applicable laws. You should read carefully the factors described in Item 1A of the annual report furnished as an exhibit to M & F Worldwide's current report on Form 8-K dated March 31, 2006 for a description of risks that could, among other things, cause actual results to differ from these forward looking statements. Non-GAAP Financial Measures In this release, Clarke American presents certain adjusted financial measures that are not calculated according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. ("GAAP"). These non-GAAP financial measures are designed to complement the GAAP financial information presented in this release because management believes they present information regarding Clarke American that management believes is useful to investors. The non-GAAP financial measures presented should not be considered in isolation from or as a substitute for the comparable GAAP financial measure. EBITDA represents net income before interest income and expense, income taxes, depreciation and amortization (other than amortization related to prepaid pre·pay tr.v. pre·paid, pre·pay·ing, pre·pays To pay or pay for beforehand. pre·pay ment n. rebates). Clarke American presents EBITDA because it
believes it is an important measure of its performance and believes it
is frequently used by securities analysts, investors and other
interested parties in the evaluation of companies in Clarke
American's industry.Clarke American believes EBITDA provides useful information with respect to its ability to meet its future debt service, capital expenditures, working capital requirements Capital requirements Financing required for the operation of a business, composed of long-term and working capital plus fixed assets. and overall operating performance although EBITDA should not be considered as a measure of liquidity. In addition, Clarke American utilizes EBITDA when interpreting in·ter·pret v. in·ter·pret·ed, in·ter·pret·ing, in·ter·prets v.tr. 1. To explain the meaning of: interpreted the ambassador's remarks. See Synonyms at explain. operating trends and results of operations of its business. Clarke American also uses EBITDA for the following purposes: Clarke American's senior credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities use EBITDA (with additional adjustments) to measure compliance with covenants such as interest coverage and debt incurrence In`cur´rence n. 1. The act of incurring, bringing on, or subjecting one's self to (something troublesome or burdensome); as, the incurrence of guilt, debt, responsibility, etc. s> Noun 1. . Clarke American's executive compensation is based on EBITDA (with additional adjustments) performance measured against targets. EBITDA is also widely used by Clarke American and others in its industry to evaluate and price potential acquisition candidates. EBITDA has limitations as an analytical analytical, analytic pertaining to or emanating from analysis. analytical control control of confounding by analysis of the results of a trial or test. tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. See below for a description of these limitations. Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to Clarke American to invest in the growth of its business. In addition, in evaluating EBITDA, you should be aware that in the future Clarke American may incur To become subject to and liable for; to have liabilities imposed by act or operation of law. Expenses are incurred, for example, when the legal obligation to pay them arises. An individual incurs a liability when a money judgment is rendered against him or her by a court. expenses such as those excluded in calculating it. Clarke American's presentation of this measure should not be construed as an inference (logic) inference - The logical process by which new facts are derived from known facts by the application of inference rules. See also symbolic inference, type inference. that its future results will be unaffected by unusual or nonrecurring Non`re`cur´ring a. 1. Nonrecurrent; as, the costs of a layoff are considered as a nonrecurring expense s>. items. EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are: --it does not reflect Clarke American's cash expenditures, future requirements for capital expenditures or contractual commitments; --it does not reflect changes in, or cash requirements for, Clarke American's working capital needs; --it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on Clarke American's debt; --although depreciation and amortization are noncash charges Noncash charge A cost, such as depreciation, depletion, and amortization, that does not involve any cash outflow. That is, this is treated as an accounting expense -- not a real expense that demands cash. , the assets being depreciated Depreciated may refer to:
--it is not adjusted for all non-cash income or expense items that are reflected in Clarke American's statements of cash flows; and --other companies in Clarke American's industry may calculate EBITDA differently from Clarke American, limiting its usefulness as a comparative measure. Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of Clarke American's business or as a measure of cash that will be available to Clarke American to meet its obligations. You should compensate for these limitations by relying primarily on Clarke American's GAAP results and using EBITDA only supplementally. Clarke American presents Adjusted EBITDA as a further supplemental measure of its performance. Clarke American prepares Adjusted EBITDA by adjusting EBITDA to reflect the impact of a number of items it does not consider indicative of Clarke American's ongoing operating performance. Such items include restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). costs, certain non-operational items, stock-based compensation, group management fees charged by our former parents, certain stand-alone (jargon) stand-alone - Capable of operating without other programs, libraries, computers, hardware, networks, etc. Exactly what is absent is presumed to be obvious from context. "We only run Windows on stand-alone PCs because it's too dangerous to run it on networked ones." costs, an earnout Earnout A contractual provision stating that the seller of a business is to obtain additional future compensation based on the business achieving certain future financial goals. Notes: The financial goals are usually stated as a percentage of gross sales or earnings. related to our Alcott Routon acquisition and other non-cash adjustments. You are encouraged to evaluate each adjustment and the reasons Clarke American considers them appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future, Clarke American may incur expenses, including cash expenses, similar to the adjustments in this presentation. Clarke American's presentation of Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.
Notes
(1) As a result of the acquisitions by Honeywell and M & F Worldwide
and the resulting changes in ownership, under GAAP, Clarke
American is required to present separately its operating results
for the two predecessor periods and the successor period in the
year ended December 31, 2005. The period during which Clarke
American was owned by Honeywell (April 1, 2005 through December
14, 2005) is presented as "Predecessor (Honeywell)." The periods
prior to Clarke American's acquisition by Honeywell (the three
months ended March 31, 2005 and the 2004 fiscal year) are
presented as "Predecessor (Novar)". The following table presents
Net (Loss) Income on a pro forma basis for the periods
constituting the 2005 annual period:
Predecessor Predecessor
Successor (Honeywell) (Novar)
-------------- ------------ ------------
Period from Three Months
Period from April 1 to Ended
December 15 December 14, March 31,
to 31, 2005 2005 2005
-------------- ------------ ------------
(dollars in millions)
Consolidated Statements
of Income Data
----------------------------
Revenues $24.1 $439.9 $154.4
Operating Expenses
Cost of Revenues 17.4 285.6 91.1
Selling, General and
Administrative Expenses 6.0 100.8 39.2
-------------- ------------ ------------
Total Operating Expenses 23.4 386.4 130.3
-------------- ------------ ------------
Operating Income 0.7 53.5 24.1
Interest Expense, net (2.8) (2.4) (5.6)
-------------- ------------ ------------
(Loss) Income
Before Income Taxes (2.1) 51.1 18.5
Benefit (Provision)
for Income Taxes 0.8 (20.1) (7.5)
-------------- ------------ ------------
Net (Loss) Income $(1.3) $31.0 $11.0
============== ============ ============
Unaudited
Combined
Predecessor Unaudited Predecessor
and Successor Pro forma (Novar)
-------------- ------------ -------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2005 2005 2004
-------------- ------------ -------------
(dollars in millions)
Consolidated Statements
of Income Data
----------------------------
Revenues $618.4 $618.4 $607.6
Operating Expenses
Cost of Revenues 394.1 393.5 353.1
Selling, General and
Administrative Expenses 146.0 146.9 147.5
-------------- ------------ -------------
Total Operating Expenses 540.1 540.4 500.6
-------------- ------------ -------------
Operating Income 78.3 78.0 107.0
Interest Expense, net (10.8) (57.8) (19.1)
-------------- ------------ -------------
(Loss) Income
Before Income Taxes 67.5 20.2 87.9
Benefit (Provision)
for Income Taxes (26.8) (8.4) (23.5)
-------------- ------------ -------------
Net (Loss) Income $40.7 $11.8 $64.4
============== ============ =============
(2) The following table is a reconciliation of net (loss) income to
EBITDA and EBITDA to Adjusted EBITDA for the periods indicated
(unaudited):
Predecessor Predecessor
Successor (Honeywell) (Novar)
-------------- ------------ ------------
Period from Three Months
Period from April 1 to Ended
December 15 December 14, March 31,
to 31, 2005 2005 2005
-------------- ------------ ------------
(unaudited, dollars in millions)
Net (Loss) Income $(1.3) $31.0 $11.0
Interest Expense, net 2.8 2.4 5.6
(Benefit) Provision
for Income Taxes (0.8) 20.1 7.5
Depreciation and
Amortization 2.2 42.7 5.7
-------------- ------------ ------------
EBITDA 2.9 96.2 29.8
Adjustments:
Restructuring Costs(a) -- 1.8 0.4
Non-Operational Items(b) -- (0.1) 0.2
Stock-based Compensation(c) -- -- 3.4
Group Management Fees(d) -- 0.8 --
Stand-Alone Costs(e) (0.1) (1.9) (0.7)
Alcott Routon Earnout(f) -- 1.9 --
Other Non-Cash
Adjustments(g) 1.8 3.1 (0.3)
-------------- ------------ ------------
Adjusted EBITDA $4.6 $101.8 $32.8
============== ============ ============
Combined
Predecessor Predecessor
and Successor Pro Forma (Novar)
-------------- ------------ -------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2005 2005 2004
-------------- ------------ -------------
(unaudited, dollars in millions)
Net (Loss) Income $40.7 $11.8 $64.4
Interest Expense, net 10.8 57.8 19.1
(Benefit) Provision
for Income Taxes 26.8 8.4 23.5
Depreciation and
Amortization 50.6 54.6 23.3
-------------- ------------ -------------
EBITDA 128.9 132.6 130.3
Adjustments:
Restructuring Costs(a) 2.2 2.2 0.7
Non-Operational Items(b) 0.1 0.1 --
Stock-based Compensation(c) 3.4 3.4 5.8
Group Management Fees(d) 0.8 -- 1.7
Stand-Alone Costs(e) (2.7) (0.7) (2.7)
Alcott Routon Earnout(f) 1.9 1.9 --
Other Non-Cash
Adjustments(g) 4.6 -- (0.9)
-------------- ------------ -------------
Adjusted EBITDA $139.2 $139.5 $134.9
============== ============ =============
(a) Reflects restructuring expenses, including adjustments, recorded
in accordance with GAAP, consisting primarily of severance,
post-closure facility expenses and other related expenses,
associated with:
-- a workforce reduction in our Direct to Consumer division in
2004; and
-- the closure of two facilities and a realignment of our sales
force in 2005.
(b) Reflects gain/loss on non-ordinary course sales of fixed assets
and sublease income related to facilities Clarke American has
closed.
(c) Reflects non-cash charges incurred due to the accelerated vesting
of stock options held by certain members of senior management
under a plan terminated in March 2005. No officer or director
currently owns any options or shares of Clarke American.
(d) Reflects management fees paid to Clarke American's prior parent
companies (Novar plc and Honeywell) for services such as legal,
tax, accounting and risk management. Clarke American does not
currently have a management services agreement.
(e) Reflects management's estimate of additional costs to operate as a
stand-alone public entity, replace the legal, tax, risk management
and other services provided by Clarke American's former parent
companies and adjust the compensation of certain executives who,
in connection with the acquisition by M & F Worldwide, have
entered into employment agreements that became effective upon the
completion of such acquisition. The adjustments to the historical
periods reflect management estimates of all of these costs. Net
income for the pro forma year ended December 31, 2005 already
gives effect to $2.0 million of these costs, which represent
management's estimate of additional costs to replace the legal,
tax, risk management and other services provided by Clarke
American's former parent companies and agreed compensation
expenses incurred in connection with the acquisition by M & F
Worldwide. Management estimates that a further $0.7 million of
other stand-alone costs will be incurred annually. However, Clarke
American's actual costs may differ from these estimates.
(f) Reflects charges incurred under an earnout arrangement recorded as
SG&A expense in the period from April 1, 2005 to December 14, 2005
resulting from the 2004 purchase of Alcott Routon Inc.
Approximately $1.9 million out of a maximum $3.0 million was
accrued but not paid in 2005. Management estimates the remainder
to be accrued in 2006 and 2007. The terms of the agreement call
for all earned amounts to be paid in 2007.
(g) Reflects additional non-cash adjustments which management believes
better reflect the ongoing operations of the business as follows:
Predecessor Predecessor
Successor (Honeywell) (Novar)
-------------- ------------ -------------
Period from Three Months
Period from April 1 to Ended
December 15 December 14, March 31,
to 31, 2005 2005 2005
-------------- ------------ -------------
(unaudited, dollars in millions)
Amortization of Tenant
Finishout Allowances(i) -- -- $(0.3)
Impact of Fair Value
Inventory Adjustment
Related to Purchase
Accounting(ii) 1.8 3.1 -- --
-------------- ------------ -------------
Total Other Non-Cash
Adjustments $1.8 $3.1 $(0.3)
============== ============ =============
Combined
Predecessor Predecessor
and Successor Pro Forma (Novar)
-------------- ------------ -------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2005 2005 2004
-------------- ------------ -------------
(unaudited, dollars in millions)
Amortization of Tenant
Finishout Allowances(i) $(0. 3) -- $(0.9)
Impact of Fair Value
Inventory Adjustment
Related to Purchase
Accounting(ii) 4.9 -- --
-------------- ------------ -------------
Total Other Non-Cash
Adjustments $4.6 -- $(0.9)
============== ============ =============
(i) Reflects the amortization of deferred liabilities resulting from
capitalized leasehold improvements paid for by landlords.
(ii) Reflects the negative effect on net income of the fair value
inventory adjustment related to purchase accounting resulting from
completion of the Honeywell acquisition and the M & F Worldwide
acquisition effective April 1 and December 15, 2005, respectively.
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