Investor Relations Contact:
|
Media Contact: | |
John J. Walker
|
Pamela Blum | |
SVP & Chief Financial Officer
|
Director, Corporate Communications | |
212-658-5804
|
212-658-5884 | |
john.walker@bowne.com
|
pamela.blum@bowne.com |
| § | to reflect its recent acquisitions. The acquisition of Alliance and GCom were included in the original guidance provided in March 2008; however, the acquisitions of RSG and Capital were not contemplated as part of the original guidance. The Company substantially completed the integration of these acquired businesses in the third quarter of 2008, and is beginning to realize the benefits resulting from the operating efficiencies and cost reduction synergies. As noted earlier, the annualized revenue from these four acquisitions is estimated at $110 to $120 million, and the segment profit on an annual basis is estimated at $25 to $30 million. The Company expects that these four acquisitions will contribute approximately $80 to $85 million in revenue and $9 to $11 million in segment profit in 2008 to Bownes consolidated operating results. | ||
| § | to reflect the estimated impact of the reduction in the Companys workforce that was completed late in the second quarter of 2008. As previously announced, the Company reduced its workforce as part of its ongoing efforts to consolidate its operations, as well as in response to the downturn in capital markets activity. This included the elimination of approximately 270 positions, excluding the impact of staff reductions associated with the integration of recent acquisitions. The reduction in workforce was enterprise-wide and included a broad range of functions as well as the continued consolidation of manufacturing and fulfillment capabilities. The annual cost savings as a result of these efforts are expected to approximate $21 to $23 million, with the savings in 2008 expected to approximate $11 to $13 million. | ||
| § | to reflect the continued downturn in capital markets activity through the remainder of the year, the Company is estimating its revenue in 2008 from transactional services in the $220 to $245 million range. |
| Original 2008 | Updated 2008 | |||||||
| (in millions, except per share amounts) | Outlook (1) | Outlook (1) | ||||||
Revenue:
|
$845 to $920 | $825 to $870 | ||||||
Transactional
|
$245 to $275 | $220 to $245 | ||||||
Non-transactional
|
$600 to $645 | $605 to $625 | ||||||
Segment Profit (2)
|
$77 to $107 | $65 to $80 | ||||||
Restructuring, integration and asset impairment charges
|
$7 to $10 | $21 to$24 | ||||||
Depreciation and amortization
|
$29 to $31 | $30 to $32 | ||||||
Interest expense
|
$6 to $6.5 (3) | $6 to $6.5(3) | ||||||
Diluted E.P.S. from continuing operations
|
$0.70 to $1.25 | $0.20 to $0.45 | ||||||
Diluted E.P.S. from continuing operations-pro forma (4)
|
$0.88 to $1.43 | $0.65 to $0.90 | ||||||
Diluted shares (5)
|
32.4 | 28.0 | ||||||
Capital expenditures
|
$19 to $21 | $20 to $23 | ||||||
| (1) | The original outlook includes the full-year estimated results of the November 2007 acquisition of Alliance and ten months of results from the acquisition of GCom, which was completed on February 29, 2008. The updated outlook also includes nine months of results from the acquisition of RSG, which was acquired on April 9, 2008, and six months of results from the acquisition of Capital, which was acquired on July 1, 2008. | |
| (2) | Excludes restructuring, integration and asset impairment charges. | |
| (3) | Assumes that the Convertible Subordinated Debt ($75 million) which has a put/call date of October 1, 2008, will remain in place for all of 2008, or if put by the Note Holders, will be replaced with a similar facility. | |
| (4) | Pro forma has been adjusted to exclude the charges discussed in Note 2 above. | |
| (5) | The original outlook includes the impact of the potential dilution from the Convertible Subordinated Debt (4,058,445 shares). The updated outlook does not include this impact, since the effect would be anti-dilutive, due to the lower projected operating results. At August 1, 2008, 27.0 million shares were outstanding. In addition, another 1.0 million shares from the potential dilutive effect of stock options and deferred stock units is assumed. |
| For the Periods Ended June 30, | ||||||||||||||||
| Quarter | Year-to-Date | |||||||||||||||
| (in thousands, except per share information) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Revenue |
$ | 237,008 | $ | 262,198 | $ | 445,775 | $ | 474,220 | ||||||||
Expenses: |
||||||||||||||||
Cost of revenue |
(150,098 | ) | (161,916 | ) | (288,261 | ) | (291,814 | ) | ||||||||
Selling and administrative |
(56,800 | ) | (60,636 | ) | (114,762 | ) | (120,830 | ) | ||||||||
Depreciation |
(7,506 | ) | (7,006 | ) | (14,136 | ) | (14,013 | ) | ||||||||
Amortization |
(991 | ) | (462 | ) | (1,579 | ) | (795 | ) | ||||||||
Restructuring, integration and asset impairment charges1 |
(17,479 | ) | (7,938 | ) | (20,034 | ) | (10,048 | ) | ||||||||
| (232,874 | ) | (237,958 | ) | (438,772 | ) | (437,500 | ) | |||||||||
Operating income |
4,134 | 24,240 | 7,003 | 36,720 | ||||||||||||
Interest expense |
(1,823 | ) | (1,382 | ) | (3,332 | ) | (2,704 | ) | ||||||||
Other income, net |
1,424 | 242 | 2,190 | 521 | ||||||||||||
Income from continuing operations before income taxes |
3,735 | 23,100 | 5,861 | 34,537 | ||||||||||||
Income tax expense2 |
(1,692 | ) | (7,267 | ) | (2,005 | ) | (8,520 | ) | ||||||||
Income from continuing operations |
2,043 | 15,833 | 3,856 | 26,017 | ||||||||||||
Net (loss) income from discontinued operations |
(285 | ) | (136 | ) | (863 | ) | 359 | |||||||||
Net income |
$ | 1,758 | $ | 15,697 | $ | 2,993 | $ | 26,376 | ||||||||
Earnings per share from continuing operations: |
||||||||||||||||
Basic |
$ | 0.07 | $ | 0.56 | $ | 0.14 | $ | 0.91 | ||||||||
Diluted |
$ | 0.07 | $ | 0.49 | $ | 0.14 | $ | 0.82 | ||||||||
(Loss) earnings per share from discontinued operations: |
||||||||||||||||
Basic |
$ | (0.01 | ) | $ | 0.00 | $ | (0.03 | ) | $ | 0.01 | ||||||
Diluted |
$ | (0.01 | ) | $ | 0.00 | $ | (0.03 | ) | $ | 0.01 | ||||||
Total earnings per share: |
||||||||||||||||
Basic |
$ | 0.06 | $ | 0.56 | $ | 0.11 | $ | 0.92 | ||||||||
Diluted |
$ | 0.06 | $ | 0.49 | $ | 0.11 | $ | 0.83 | ||||||||
Weighted-average shares outstanding: |
||||||||||||||||
Basic |
27,549 | 28,384 | 27,301 | 28,571 | ||||||||||||
Diluted3 |
27,834 | 33,171 | 27,755 | 33,209 | ||||||||||||
Dividends per share |
$ | 0.055 | $ | 0.055 | $ | 0.11 | $ | 0.11 | ||||||||
| 1 | 2008 includes charges of approximately $3.8 million for the quarter and $4.9 million year-to-date related primarily to the integration of the acquisitions of Alliance (November 2007), GCom (February 2008) and RSG (April 2008). Also included in the 2008 second quarter and year-to-date periods are charges of approximately $13.7 million and $15.2 million, respectively, related to workforce reductions and facility closures. 2007 includes charges of approximately $0.4 million for the quarter and $1.4 million year-to-date related to the integration of the January 2007 acquisition of St Ives Financial. Also included in the 2007 quarter and year-to-date periods are charges of $5.7 million related to the consolidation of leased space at 55 Water Street in New York City. | |
| 2 | In 2007, the Company recorded a tax benefit of $2.7 million for the quarter related to the settlements of audits of its 2002-2004 federal income tax returns. The Company recorded a net tax benefit of $6.3 million for the 2007 year-to-date period related to the settlements of the aforementioned audits and the settlement of the audit of the 2001 federal income tax return that was completed in the first quarter of 2007. | |
| 3 | Includes the potential dilution from the Convertible Subordinated Debt of 4,058,445 shares for the quarter and year-to-date periods ended June 30, 2007. In addition, net income used in the calculation of diluted earnings per share has been adjusted to reflect the addition of interest expense, net of tax, related to the Convertible Debt. These shares are not included in the diluted share count for the quarter and year-to-date periods ended June 30, 2008 since the effect would be anti-dilutive. |
| June 30, | Dec. 31, | |||||||
| 2008 | 2007 | |||||||
| (in thousands) | (unaudited) | |||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 37,598 | $ | 64,941 | ||||
Marketable securities |
88 | 38,805 | ||||||
Accounts receivable, net |
187,623 | 134,489 | ||||||
Inventories |
27,197 | 28,789 | ||||||
Prepaid expenses and other current assets |
56,535 | 43,198 | ||||||
Total current assets |
309,041 | 310,222 | ||||||
Property, plant and equipment, net |
130,346 | 121,848 | ||||||
Goodwill and other intangibles, net |
87,263 | 45,451 | ||||||
Other assets |
33,573 | 31,896 | ||||||
Total assets |
$ | 560,223 | $ | 509,417 | ||||
Liabilities and Stockholders Equity |
||||||||
Current
portion of long-term debt and capital lease obligations 1 |
$ | 75,824 | $ | 75,923 | ||||
Accounts payable and accrued liabilities |
130,712 | 125,350 | ||||||
Total current liabilities |
206,536 | 201,273 | ||||||
Long-term debt and capital lease obligations |
49,525 | 1,835 | ||||||
Deferred employee compensation |
35,735 | 36,808 | ||||||
Deferred rent and other |
19,314 | 19,022 | ||||||
Stockholders equity |
249,113 | 250,479 | ||||||
Total liabilities and stockholders equity |
$ | 560,223 | $ | 509,417 | ||||
| 1 | As a result of the redemption/repurchase features of the Companys $75 million Convertible Subordinated Debentures in October 2008, this debt is classified as current debt as of June 30, 2008 and December 31, 2007. |
| For the Six Months Ended June 30, | ||||||||
| (in thousands) | 2008 | 2007 | ||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 2,993 | $ | 26,376 | ||||
Net loss (income) from discontinued operations |
863 | (359 | ) | |||||
Depreciation and amortization |
15,715 | 14,808 | ||||||
Asset impairment charges |
| 3,393 | ||||||
Changes in
assets and liabilities, net of acquisitions, discontinued operations and certain non-cash transactions |
(54,731 | ) | (44,355 | ) | ||||
Net cash used in operating activities of discontinued operations |
(1,287 | ) | (3,032 | ) | ||||
Net cash used in operating activities |
(36,447 | ) | (3,169 | ) | ||||
Cash flows from investing activities: |
||||||||
Purchase of property, plant and equipment |
(10,032 | ) | (10,942 | ) | ||||
Purchase of marketable securities |
(5,000 | ) | (9,600 | ) | ||||
Proceeds from the sale of marketable securities and other |
39,838 | 36,602 | ||||||
Acquisition of businesses, net of cash acquired |
(61,187 | ) | (12,588 | ) | ||||
Net cash (used in) provided by investing activities |
(36,381 | ) | 3,472 | |||||
Cash flows from financing activities: |
||||||||
Payments of capitalized lease obligations |
(542 | ) | (548 | ) | ||||
Proceeds from borrowings under revolving credit facility |
48,000 | | ||||||
Proceeds from stock options exercised |
732 | 10,780 | ||||||
Payment of dividends |
(2,926 | ) | (3,070 | ) | ||||
Purchases of treasury stock |
| (18,726 | ) | |||||
Other |
221 | 621 | ||||||
Net cash provided by (used in) financing activities |
45,485 | (10,943 | ) | |||||
Net decrease in cash and cash equivalents |
(27,343 | ) | (10,640 | ) | ||||
Cash and cash equivalentsbeginning of period |
64,941 | 42,986 | ||||||
Cash and cash equivalentsend of period |
$ | 37,598 | $ | 32,346 | ||||
| For The Periods Ended June 30, | ||||||||||||||||
| Quarter | Year-to-Date | |||||||||||||||
| (in thousands) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Capital markets services revenue |
$ | 65,994 | $ | 82,118 | $ | 116,308 | $ | 144,448 | ||||||||
Shareholder reporting services revenue: |
||||||||||||||||
Compliance reporting |
66,529 | 80,755 | 119,977 | 131,784 | ||||||||||||
Investment management |
50,974 | 54,063 | 99,040 | 100,718 | ||||||||||||
Translation services |
5,005 | 3,623 | 9,038 | 7,411 | ||||||||||||
Total shareholder reporting services revenue |
122,508 | 138,441 | 228,055 | 239,913 | ||||||||||||
Marketing
& business communications services revenue |
39,039 | 30,602 | 82,519 | 67,343 | ||||||||||||
Commercial printing and other revenue |
9,467 | 11,037 | 18,893 | 22,516 | ||||||||||||
Total revenue |
237,008 | 262,198 | 445,775 | 474,220 | ||||||||||||
Cost of revenue |
(150,098 | ) | (161,916 | ) | (288,261 | ) | (291,814 | ) | ||||||||
Gross margin |
86,910 | 100,282 | 157,514 | 182,406 | ||||||||||||
Selling and administrative expenses |
(56,800 | ) | (60,636 | ) | (114,762 | ) | (120,830 | ) | ||||||||
Segment profit |
$ | 30,110 | $ | 39,646 | $ | 42,752 | $ | 61,576 | ||||||||
| For the Periods Ended June 30, | ||||||||||||||||
| Quarter | Year-to-Date | |||||||||||||||
| (in thousands, except per share information) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Net income from continuing operations |
$ | 2,043 | $ | 15,833 | $ | 3,856 | $ | 26,017 | ||||||||
Add back: (net of pro forma tax effect) |
||||||||||||||||
Restructuring, integration and asset impairment charges1 |
10,743 | 4,881 | 12,483 | 6,179 | ||||||||||||
Tax benefit associated with tax refunds received and related
reduction of tax liability2 |
| (2,734 | ) | | (6,328 | ) | ||||||||||
Income from continuing operations, pro forma |
$ | 12,786 | $ | 17,980 | $ | 16,339 | $ | 25,868 | ||||||||
Earnings per share from continuing operations: |
||||||||||||||||
Basic |
$ | 0.07 | $ | 0.56 | $ | 0.14 | $ | 0.91 | ||||||||
Diluted |
$ | 0.07 | $ | 0.49 | $ | 0.14 | $ | 0.82 | ||||||||
Earnings per share from continuing operationspro forma: |
||||||||||||||||
Basic |
$ | 0.46 | $ | 0.63 | $ | 0.60 | $ | 0.91 | ||||||||
Diluted |
$ | 0.42 | $ | 0.56 | $ | 0.55 | $ | 0.81 | ||||||||
Weighted-average shares outstanding: |
||||||||||||||||
Basic |
27,549 | 28,384 | 27,301 | 28,571 | ||||||||||||
Diluted3 |
31,892 | 33,171 | 31,813 | 33,209 | ||||||||||||
| 1 | In 2008, restructuring, integration and asset impairment charges of $17.5 million for the quarter and $20.0 million year-to-date are net of tax benefits of $6.8 million and $7.5 million, respectively. In 2007, restructuring, integration and asset impairment charges of $7.9 million for the quarter and $10.0 million year-to-date are net of tax benefits of $3.0 million and $3.8 million, respectively. | |
| 2 | In 2007, the Company recorded a tax benefit of $2.7 million for the quarter related to the settlements of audits of our 2002-2004 federal income tax returns. The Company recorded a tax benefit of $6.3 million for the 2007 year-to-date period related to the settlement of the aforementioned audits and the settlement of the audit of the 2001 federal income tax return which was completed in the first quarter of 2007. | |
| 3 | The weighted-average diluted shares outstanding used to calculate the pro forma EPS for the quarter and year-to-date periods ended June 30, 2008 and 2007 includes the potential dilution from the Convertible Subordinated Debt of 4,058,445 shares. Net income used in the calculation of diluted earnings per share has been adjusted to reflect the addition of interest expense, net of tax, related to the convertible debt. |