Clarke American Reports Full Year 2006 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 American Corp. today reported results for the full year 2006. For the year ended December 31, 2006, Clarke American's consolidated revenues increased to $623.9 million, compared with $618.4 million for 2005. Clarke American's net income decreased to $19.5 million from $40.7 million in 2005. The decrease in net income was primarily due to an increase in net interest expense of $49.2 million, primarily related to indebtedness incurred in connection with the financing for M & F Worldwide's acquisition of Clarke American on December 15, 2005. 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 (3) increased 6.3% to $148.0 million, compared to $139.2 million for 2005. Adjusted EBITDA is a non-GAAP measure that is defined in the footnotes to this release and which is reconciled 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 financial tables. Revenues from the Financial Institution segment increased to $523.0 million in 2006, compared to $521.7 million in 2005. The increase was attributable to an increase in revenues per unit arising from new products and services and ordinary-course price increases, partially offset by a decrease in unit volume. Operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. increased 8.8% to $76.8 million, compared to $70.6 million in 2005. Revenues from the Direct to Consumer segment increased to $100.9 million in 2006, compared to $96.7 million in 2005. The increase was also attributable to an increase in revenues per unit arising from new products and services, partially offset by a decrease in unit volume. Operating income increased 32.5% to $10.2 million compared to $7.7 million in 2005. On December 20, 2006, 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) ), Clarke American's parent company, announced that it had signed a definitive merger agreement with John H. Harland Company ("Harland") (NYSE:JH) pursuant to which M & F Worldwide would acquire Harland for $52.75 per share in cash. The merger is expected to close in the second half of 2007, subject to the satisfaction of customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. and approval by Harland's shareholders. Clarke American has obtained committed financing necessary to consummate To carry into completion; to fulfill; to accomplish. A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife. the acquisition of Harland. The commitment letter for such financing provides that, concurrent with the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the Harland acquisition, the debt under the current credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities and senior notes of Clarke American would be repaid. "Clarke American and Harland are two companies that have consistently put their customers first in their respective long histories," 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. "This transaction reflects our continued goal of meeting the evolving strategic needs of the financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. industry." Clarke American will hold a conference call to discuss its 2006 results today at 9:30 a.m. EST EST electroshock therapy. EST abbr. electroshock therapy (8:30 a.m. CST CST abbr. 1. Central Standard Time 2. convulsive shock treatment CST Central Standard Time Noun 1. ). The conference call will be available by dialing 888-428-4474 or 612-332-0342 (International) or via live webcast at www.clarkeamerican.com. To access the webcast, click on "Company Information" and then "Earnings Call." A copy of this press release will be available under the "Press Release" section of the Clarke American website at www.clarkeamerican.com. For those unable to listen live, a replay of the call will be available by dialing 800-475-6701 (access code 863139) or 320-365-3844 (International) (access code 863139) after 12:00 p.m. CST, Wednesday, February 21, 2007 through Wednesday, February 28, 2007. About Clarke American Clarke American is a leading provider of checks, related products and services, and marketing services. Clarke American 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 is an indirect 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 by the forward-looking statements contained in this press release include: 1) Clarke American's substantial indebtedness; 2) covenant 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) higher than anticipated stand-alone costs of Clarke American; 6) adverse changes among the large financial institution clients on which Clarke American depends, resulting in decreased revenues; 7) intense competition in all areas of Clarke American's business; 8) interruptions or adverse changes in Clarke American's supplier relationships, technological capacity, intellectual property matters and applicable laws; 9) the inability to consummate the acquisition and/or integration (including realization of anticipated synergies) of Harland, and the related financing, at all or in the manner anticipated by Clarke American and M & F Worldwide; 10) approval of the acquisition by the shareholders of Harland; and 11) the results of the review of the acquisition by regulatory agencies regulatory agency Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S. , and any conditions imposed in connection with consummation of the acquisition. Clarke American assumes no responsibility to update the forward-looking statements contained in this release. You should read carefully the factors described in Item 1A of the Annual Report which is included as an exhibit to M & F Worldwide's 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. 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 on April 3, 2006 and the Clarke American's Prospectus filed with the SEC on May 2, 2006 for a description of other 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 operating trends and results of operations of its business. Clarke American also uses EBITDA for the following purposes: Clarke American's senior credit facilities use EBITDA (with additional adjustments) to measure compliance with covenants such as interest coverage and debt incurrence. 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 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 expenses such as those excluded in calculating it. Clarke American's presentation of this measure should not be construed as an inference that its future results will be unaffected by unusual or nonrecurring 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 costs, certain non-operational items, stock-based compensation, group management fees, certain stand-alone costs, an earnout 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. [TABLE OMITTED] [TABLE OMITTED] |
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