Exhibit 99.1
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Bowne & Co., Inc. |
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55 Water Street |
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New York, NY 10041 |
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(212) 924-5500 |
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Fax: (212) 658-5871 |
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NEWS RELEASE |
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Investor Relations Contact:
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Media Contact: |
Bowne
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John J. Walker
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Pamela Blum |
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SVP & Chief Financial Officer
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Director of Corporate Communications |
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212-658-5804
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212-658-5884 |
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john.walker@bowne.com
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pamela.blum@bowne.com |
FOR IMMEDIATE RELEASE
BOWNE & CO. REPORTS 2008 RESULTS
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2009 Business Outlook Announced |
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Update on Revolving Credit Facility |
NEW YORK, March 18, 2009 Bowne & Co., Inc. (NYSE: BNE), a global leader in shareholder and
marketing communications services, today announced its fourth quarter and full year operating
results.
Bowne also announced that it is in discussions with its bank group for the amendment and extension
of its $150 million senior revolving credit facility, and expects to close on the credit facility
extension in the near future. The Company has support from its bank group and is in the final
stages of contract negotiations. Its existing credit facility expires May 2010.
Revenue was $156.9 million in the fourth quarter of 2008 compared to $194.7 million in the fourth
quarter of 2007, a decline of $37.8 million, or 19%. In the fourth quarter of 2008, the Company
generated gross profit of $42.0 million, with a 27% gross margin contribution, compared to $73.9
million and a 38% gross margin contribution in the prior year period. Segment loss was ($2.2)
million compared to segment profit of $6.2 million in the fourth quarter of 2007. Loss from
continuing operations was ($15.5) million, or ($0.56) per diluted share, compared to income of $0.4
million, or $0.01 per diluted share, in the fourth quarter of 2007.
For the year ended December 31, 2008, revenue was $766.6 million, down 10% from $850.6 million
reported for the prior year. Gross profit in 2008 was $241.6 million, with a 32% gross margin
contribution, compared to $319.4 million and a 38% gross margin contribution in the comparable
prior year period. Segment profit was $33.2 million for the full year 2008, compared to $77.3
million in the comparable 2007 period. Segment profit margin for the full year 2008 was 4%,
compared to 9% in the same period in 2007. Loss from continuing operations was ($28.9) million, or
($1.05) per diluted share for the year ended December 31, 2008, compared to income of $27.3
million, or $0.90 per diluted share, in the comparable 2007 period.
Pro forma loss from continuing operations totaled ($11.2) million in the fourth quarter of 2008 and
($6.1) million for the 2008 full year period, compared to income of $2.1 million and $31.7 million,
respectively, in the comparable prior year periods. This resulted in pro forma diluted loss per
share of ($0.40) in the fourth quarter of 2008 and ($0.22) for the 2008 full year period, compared
to diluted earnings per share of $0.08 and $1.03, respectively, in the comparable 2007 periods.
(See page 9, Pro Forma Supplemental Income Information, for a reconciliation between the non-GAAP
financial measures and the Companys Condensed Consolidated Statements of Operations.)
Activity in the capital markets remains at its lowest level since the mid 1990s. During the past
three years weve taken proactive steps to streamline our operating environment, including a 25%
reduction in our workforce over the past 12 months. These actions will result in incremental cost
savings in 2009 of $55 million, said Dave Shea, Chairman and Chief Executive Officer. In this
very challenging
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Page 2 of 9
environment, were pleased that we have support from our bank group to amend and extend our
revolving credit facility and expect to close shortly. Were confident that the initiatives weve
implemented, combined with our ongoing focus on improving the efficiency and flexibility of our
operating model, as well as bringing new products and services to the market, positions us as a
stronger company.
Additional comments on the operating results in the fourth quarter and full year of 2008, as well
as the 2009 annual guidance, are provided below.
Revenue:
Capital markets services revenue was $44.7 million in the fourth quarter of 2008, which is $44.8
million, or 50%, lower than the comparable 2007 period. For the year ended December 31, 2008,
capital markets services revenue was $203.5 million, which is $110.2 million, or 35%, lower than
2007. Revenue for both periods of time continues to be impacted by the decline in overall capital
markets activity. Specifically, IPO activity declined 97% for the quarter and 78% year-to-date.
The number of market-wide priced IPOs decreased from 264 in 2007 to 59 in 2008, with only one
priced IPO occurring during the fourth quarter of 2008. The decline in the Companys capital
markets services revenue was partially offset by an increase in revenue from Bowne Virtual
Dataroom (VDR). VDR revenue, which is now reported as part of capital markets services revenue,
increased 26% for the quarter and 49% year-to-date.
Shareholder reporting services revenue, which includes compliance reporting, investment management
services and translations services revenue, was $61.1 million and $361.6 million for the 2008
fourth quarter and year-to-date periods, an increase of 9% for the quarter and no change for the
full year compared to the comparable 2007 periods, respectively. For the fourth quarter and
year-to-date periods, compliance reporting revenue decreased approximately 7% and 8%, investment
management services revenue increased 28% and 8%, and translations services revenue decreased 8%
for the quarter and increased 16% year-to-date. Compliance reporting revenue in 2007 benefited
from new SEC regulations regarding executive compensation proxy disclosures and revenue from
special notice and proxy filings in 2007 that did not recur in 2008. The increase in revenue from
investment management services is primarily the result of revenue gained through the acquisition of
GCom2 Solutions, Inc. (GCom) and Capital Systems, Inc. (Capital).
Marketing communications services revenue increased $5.4 million, or 15%, to $42.1 million during
the fourth quarter of 2008, and increased $35.9 million, or 27%, to $166.7 million during the full
year 2008. The increase in revenue is due to the acquisitions of the digital print division of
Rapid Solutions Group (RSG), Alliance Data Mail Services (Alliance), and GCom.
Acquisition activity and integration of acquired businesses: The Company has made substantial
progress in the integration of its latest acquisitions of Alliance, acquired in November 2007;
GCom, acquired in February 2008; RSG, acquired in April 2008; and Capital, acquired in July 2008.
During 2008 the Company closed five of the acquired digital print facilities, migrating client work
to existing Bowne digital print facilities, and in the process, eliminated 400 positions that were
redundant. These proactive initiatives were part of the Companys plan to achieve synergies upon
the integration of these acquired businesses.
Together, these acquisitions contributed approximately $25.1 million in revenue during the fourth
quarter and approximately $80.6 million during the full year 2008. Growing Bownes
non-transactional recurring revenue stream has been an ongoing strategic goal during the past
several years and the revenue contributions from the acquisitions of RSG, Alliance and GCom will
continue to support that objective.
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Page 3 of 9
Segment Profit: The Company had a segment loss of ($2.2) million in the fourth quarter and segment
profit of $33.2 million year to-date, compared to segment profit of $6.2 million and $77.3 million
in the comparable prior year periods. The decline in capital markets services revenue is the
primary driver of the reduction in segment profit in the fourth quarter and full year 2008.
Cost Reduction Initiatives: The Company continues to be proactive in reducing its fixed costs and
consolidating operations, which has positioned the Company to respond to these changing economic
conditions and to compete more effectively when the markets strengthen.
During 2008 the Company reduced its core workforce (excluding acquisitions) by approximately 700
positions, and in January 2009, the Company further reduced its workforce by an additional 200
positions; in total, headcount was reduced by 25%. These reductions included a broad range of
enterprise-wide functions and demonstrate the Companys continued focus on improving its cost
structure and realizing operating efficiencies. These efficiencies are made possible by a
combination of technology and process improvements and have helped the Company implement a more
variable cost structure.
In addition, given the current economic environment, the Company continues to evaluate its cost
structure and has implemented several other initiatives effective January 1, 2009, including: a
suspension of the Companys match to the 401(k) Savings Plan, the elimination of normal merit
increases in 2009, and additional measures to reduce our travel and marketing spending.
The impact of the above referenced cost reduction initiatives is expected to result in annualized
cost savings of $70 million. In 2008 we realized approximately $15 million in cost savings from
these initiatives. In 2009 we expect that these initiatives will result in incremental cost
savings estimated at $55 million.
Balance Sheet and Cash Flow: The Balance Sheet at December 31, 2008 includes $11.7 million in cash
and marketable securities, which is $92.0 million lower than the prior year-end. This decline
reflects a decrease in operating income; the utilization of cash for the acquisitions of GCom, RSG,
and Capital; the funding of the exercise of the put options on the Companys Convertible
Subordinated Debentures (the Notes); and cash used in restructuring, integration and capital
expenditure activities.
Average days sales outstanding was 70 days for the year ended December 31, 2008 and 68 days for the
comparable period in 2007. Work-in-process inventory was $17.9 million at December 31, 2008
compared to $16.7 million at December 31, 2007.
As of December 31, 2008 the Company had $79.5 million outstanding under its $150 million five-year
senior, unsecured revolving credit facility and $8.3 million outstanding under the Notes. The
Company remains in compliance with its existing credit facility, which is in place until May 2010.
The Company is in discussions with the members of its bank group to amend and extend its existing
revolving credit facility. Such amendment and extension is expected to be completed in the near
future.
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Page 4 of 9
Business Outlook:
The Company notes that forward-looking statements of future performance made in this release are
based upon current expectations and are subject to factors that could cause actual results to
differ materially from those suggested here, including demand for and acceptance of the Companys
services, new technological developments, competition and general economic or market conditions,
particularly in the domestic and international capital markets.
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| (in millions) |
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2008 Actual |
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2009 Outlook |
Revenue: |
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Transactional |
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$ |
189.7 |
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$ |
120 to $175 |
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Total |
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$ |
766.6 |
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$ |
700 to $770 |
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Segment Profit (1) |
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$ |
33.2 |
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$ |
40 to $60 |
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| (1) |
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Excludes restructuring, integration and asset impairment charges. |
Bowne & Co., Inc. will hold its earnings conference call to review its 2008 results on Thursday,
March 19, 2009, at 11 a.m. Eastern Time. To join the Webcast, log on to http://www.bowne.com. To
access the call via telephone, please dial (877) 407-9205 (domestic) or (201) 689-8054
(international), conference ID #316654.
About Bowne & Co., Inc.
Bowne
& Co., Inc. (NYSE: BNE) provides shareholder and marketing communications services around the
world. Dealmakers rely on Bowne to handle critical capital markets communications with speed and
accuracy. Compliance professionals turn to Bowne to prepare and file regulatory and shareholder
communications online and in print. Investment managers and third party fund administrators count
on Bownes integrated solutions to streamline their document processes and produce high quality
communications for their shareholders. Marketers look to Bowne to create and distribute
customized, one-to-one communications on demand. With 3,000 employees in 55 offices around the
globe, Bowne has met the ever-changing demands of its clients for more than 230 years. For more
information, please visit www.bowne.com
[Tables Follow]
Page 5 of 9
BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Statements of Operations
(unaudited)
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For the Periods Ended December 31, |
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Quarter |
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Year-to-Date |
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| (in thousands, except per share information) |
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2008 |
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2007 |
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2008 |
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2007 |
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Revenue |
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$ |
156,914 |
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$ |
194,719 |
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$ |
766,645 |
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$ |
850,617 |
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Expenses: |
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Cost of revenue |
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(114,885 |
) |
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(120,820 |
) |
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(525,047 |
) |
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(531,230 |
) |
Selling and administrative1 |
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(44,211 |
) |
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(67,708 |
) |
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(208,374 |
) |
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(242,118 |
) |
Depreciation |
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|
(7,495 |
) |
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|
(7,217 |
) |
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|
(28,491 |
) |
|
|
(27,205 |
) |
Amortization |
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(1,368 |
) |
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|
(434 |
) |
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(4,606 |
) |
|
|
(1,638 |
) |
Restructuring, integration and asset impairment charges2 |
|
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(10,804 |
) |
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(4,847 |
) |
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(39,329 |
) |
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(17,001 |
) |
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|
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|
|
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(178,763 |
) |
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(201,026 |
) |
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(805,847 |
) |
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(819,192 |
) |
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Operating (loss) income |
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(21,849 |
) |
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(6,307 |
) |
|
|
(39,202 |
) |
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|
31,425 |
|
Gain on sale of equity investment |
|
|
|
|
|
|
9,210 |
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|
|
|
|
|
|
9,210 |
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Interest expense |
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(853 |
) |
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|
(1,390 |
) |
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|
(6,019 |
) |
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|
(5,433 |
) |
Other income (expense), net |
|
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2,445 |
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|
|
865 |
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|
|
5,561 |
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|
|
1,127 |
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|
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|
|
|
|
|
|
|
|
|
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(Loss) income from continuing operations before income taxes |
|
|
(20,257 |
) |
|
|
2,378 |
|
|
|
(39,660 |
) |
|
|
36,329 |
|
Income tax benefit (expense)3 |
|
|
4,762 |
|
|
|
(2,016 |
) |
|
|
10,774 |
|
|
|
(9,002 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
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(Loss) income from continuing operations |
|
|
(15,495 |
) |
|
|
362 |
|
|
|
(28,886 |
) |
|
|
27,327 |
|
Income
(loss) from discontinued operations4 |
|
|
498 |
|
|
|
(438 |
) |
|
|
5,719 |
|
|
|
(223 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net (loss) income |
|
$ |
(14,997 |
) |
|
$ |
(76 |
) |
|
$ |
(23,167 |
) |
|
$ |
27,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(Loss) earnings per share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.56 |
) |
|
$ |
0.01 |
|
|
$ |
(1.05 |
) |
|
$ |
0.97 |
|
Diluted |
|
$ |
(0.56 |
) |
|
$ |
0.01 |
|
|
$ |
(1.05 |
) |
|
$ |
0.90 |
|
Earnings (loss) per share from discontinued operations: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.02 |
|
|
$ |
(0.01 |
) |
|
$ |
0.21 |
|
|
$ |
(0.01 |
) |
Diluted |
|
$ |
0.02 |
|
|
$ |
(0.01 |
) |
|
$ |
0.21 |
|
|
$ |
(0.01 |
) |
Total (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.54 |
) |
|
$ |
0.00 |
|
|
$ |
(0.84 |
) |
|
$ |
0.96 |
|
Diluted |
|
$ |
(0.54 |
) |
|
$ |
0.00 |
|
|
$ |
(0.84 |
) |
|
$ |
0.89 |
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
27,659 |
|
|
|
27,166 |
|
|
|
27,477 |
|
|
|
28,161 |
|
Diluted5 |
|
|
27,659 |
|
|
|
28,050 |
|
|
|
27,677 |
|
|
|
33,041 |
|
| |
Dividends per share |
|
$ |
0.055 |
|
|
$ |
0.055 |
|
|
$ |
0.22 |
|
|
$ |
0.22 |
|
|
|
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| 1 |
|
2007 includes the impact of non-cash stock compensation expenses
related to the Companys LTEIP of $8.9 and $11.2 million for the quarter and
year-to-date, respectively. |
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| 2 |
|
2008 includes charges of approximately $2.1 million for the quarter
and $14.1 million year-to-date related primarily to the integration of the
acquisitions of Alliance (November 2007), GCom (February 2008), RSG (April
2008) and Capital (July 2008). Also included in 2008 are charges of
approximately $8.1 million for the quarter and approximately $24.6 million
year-to-date related to workforce reductions and facility closures. 2007
fourth quarter includes $3.0 million for asset impairment charges and $0.8
million for facility consolidation. 2007 year-to-date includes $1.5 million
for the integration of the January 2007 acquisition of St. Ives Financial, $9.2
million for the consolidation of leased space and manufacturing facilities, and
$3.1 million for staff and facility reductions. |
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| 3 |
|
In 2007, the Company recorded a tax benefit of $6.3 million for
the year-to-date period related to the settlements of audits of its 2001-2004
federal income tax returns. |
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| 4 |
|
Year-to-date 2008, includes tax benefits of approximately $5.8
million related to previously unrecognized tax benefits associated with
discontinued outsourcing and globalization businesses. |
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| 5 |
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Includes the potential dilution from the Convertible Subordinated
Debt of 4,058,445 shares for the year ended December 31, 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 other periods since the effect would be anti-dilutive. |
Page 6 of 9
BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Balance Sheets
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| |
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Dec. 31, |
|
|
Dec. 31, |
|
|
|
2008 |
|
|
2007 |
|
| (in thousands) |
|
(unaudited) |
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
11,524 |
|
|
$ |
64,941 |
|
Marketable securities |
|
|
193 |
|
|
|
38,805 |
|
Accounts receivable, net |
|
|
116,773 |
|
|
|
134,489 |
|
Inventories |
|
|
27,973 |
|
|
|
28,789 |
|
Prepaid expenses and other current assets |
|
|
45,990 |
|
|
|
43,198 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
202,453 |
|
|
|
310,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
130,149 |
|
|
|
121,848 |
|
Goodwill and other intangibles, net |
|
|
92,195 |
|
|
|
45,451 |
|
Other assets |
|
|
56,223 |
|
|
|
31,896 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
481,020 |
|
|
$ |
509,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
Current portion of long-term debt and capital lease obligations1 |
|
$ |
842 |
|
|
$ |
75,923 |
|
Accounts payable and accrued liabilities |
|
|
109,042 |
|
|
|
125,350 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
109,884 |
|
|
|
201,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations |
|
|
89,006 |
|
|
|
1,835 |
|
Deferred employee compensation2 |
|
|
75,868 |
|
|
|
36,808 |
|
Deferred rent and other |
|
|
20,062 |
|
|
|
19,022 |
|
Stockholders equity |
|
|
186,200 |
|
|
|
250,479 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
481,020 |
|
|
$ |
509,417 |
|
|
|
|
|
|
|
|
|
|
|
| 1 |
|
As a result of the redemption/repurchase features of the Companys
$75.0 million Convertible Subordinated Debentures in October 2008, $75.0
million of this debt is classified as current debt as of December 31, 2007. As
of December 31, 2008, the Debentures are classified as long-term debt. |
| |
| 2 |
|
The increase in deferred employee compensation at December 31, 2008
compared to the prior year is due to an increase in the net pension plan
liability of $39.5 million. The increase in the net pension plan liability is
due to lower plan asset values at December 31, 2008 due to the significant
declines in the global equity markets during the year. |
Page 7 of 9
BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Statements of Cash Flows
(unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
Years Ended December 31, |
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(23,167 |
) |
|
$ |
27,104 |
|
Net (income) loss from discontinued operations |
|
|
(5,719 |
) |
|
|
223 |
|
Depreciation and amortization |
|
|
33,097 |
|
|
|
28,843 |
|
Asset impairment charges |
|
|
631 |
|
|
|
6,588 |
|
Changes in assets and liabilities, net of acquisitions,
discontinued operations and certain non-cash transactions |
|
|
3,173 |
|
|
|
36,206 |
|
Net cash used in operating activities of discontinued operations |
|
|
(1,275 |
) |
|
|
(4,075 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
6,740 |
|
|
|
94,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(22,119 |
) |
|
|
(20,756 |
) |
Purchases of marketable securities |
|
|
(5,141 |
) |
|
|
(57,400 |
) |
Proceeds from the sale of marketable securities |
|
|
40,600 |
|
|
|
61,200 |
|
Proceeds from the sale of fixed assets |
|
|
1,345 |
|
|
|
222 |
|
Proceeds from the sale of subsidiaries, net |
|
|
1,049 |
|
|
|
|
|
Acquisitions of businesses, net of cash acquired |
|
|
(79,495 |
) |
|
|
(25,791 |
) |
Proceeds from the sale of equity investment |
|
|
519 |
|
|
|
10,817 |
|
Net cash provided by investing activities of discontinued operations |
|
|
|
|
|
|
1,484 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(63,242 |
) |
|
|
(30,224 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from borrowings under revolving credit facility, net of
financing costs |
|
|
138,000 |
|
|
|
1,000 |
|
Redemption of convertible subordinated debentures |
|
|
(66,680 |
) |
|
|
|
|
Payment of borrowings under revolving credit facility and capital
lease obligations |
|
|
(59,485 |
) |
|
|
(1,948 |
) |
Proceeds from stock options exercised |
|
|
766 |
|
|
|
11,714 |
|
Payment of dividends |
|
|
(5,894 |
) |
|
|
(6,083 |
) |
Purchase of treasury stock |
|
|
|
|
|
|
(51,749 |
) |
Tax benefits from stock based compensation |
|
|
221 |
|
|
|
846 |
|
|
|
|
|
|
|
|
| |
Net cash provided by (used in) financing activities |
|
|
6,928 |
|
|
|
(46,220 |
) |
|
|
|
|
|
|
|
Effect of exchange rates on cash flows and cash equivalents |
|
|
(3,843 |
) |
|
|
3,510 |
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
$ |
(53,417 |
) |
|
$ |
21,955 |
|
Cash and Cash Equivalentsbeginning of period |
|
|
64,941 |
|
|
|
42,986 |
|
|
|
|
|
|
|
|
Cash and cash equivalentsend of period |
|
$ |
11,524 |
|
|
$ |
64,941 |
|
|
|
|
|
|
|
|
Page 8 of 9
(NYSE: BNE)
Segment Information
(unaudited)
During the first quarter of 2008, the Company was realigned to operate as a unified company and no longer
operates as two separate business units. As such, the Company now has one reportable segment, which is
consistent with how the Company is structured and managed. The results of operations for the quarters and years
ended December 31, 2008 and 2007 reflect this current presentation.
Management uses segment profit to evaluate Company performance. Segment profit is defined as gross margin
(revenue less cost of revenue) less selling and administrative expenses. Segment performance is evaluated
exclusive of interest, income taxes, depreciation, amortization, restructuring, integration and asset impairment
charges, and other expenses and other income. Segment profit is measured because management believes that such
information is useful in evaluating the Companys results relative to other entities that operate within our
industry. Our segment profit is also used as the primary financial measure for purposes of evaluating financial
performance under the Companys annual incentive plan.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For The Periods Ended December 31, |
|
| |
|
Quarter |
|
|
Year-to-Date |
|
| (in thousands) |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Capital markets services revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactional |
|
$ |
41,292 |
|
|
$ |
86,841 |
|
|
$ |
189,737 |
|
|
$ |
304,431 |
|
Virtual data room |
|
|
3,454 |
|
|
|
2,748 |
|
|
|
13,714 |
|
|
|
9,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital markets services revenue |
|
|
44,746 |
|
|
|
89,589 |
|
|
|
203,451 |
|
|
|
313,616 |
|
Shareholder reporting services revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compliance reporting |
|
|
25,035 |
|
|
|
26,810 |
|
|
|
171,092 |
|
|
|
186,005 |
|
Investment management |
|
|
32,723 |
|
|
|
25,590 |
|
|
|
173,605 |
|
|
|
161,369 |
|
Translation services |
|
|
3,373 |
|
|
|
3,646 |
|
|
|
16,932 |
|
|
|
14,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholder reporting services revenue |
|
|
61,131 |
|
|
|
56,046 |
|
|
|
361,629 |
|
|
|
361,928 |
|
Marketing & communications services revenue |
|
|
42,108 |
|
|
|
36,730 |
|
|
|
166,704 |
|
|
|
130,843 |
|
Commercial printing and other revenue |
|
|
8,929 |
|
|
|
12,354 |
|
|
|
34,861 |
|
|
|
44,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
156,914 |
|
|
|
194,719 |
|
|
|
766,645 |
|
|
|
850,617 |
|
Cost of revenue |
|
|
(114,885 |
) |
|
|
(120,820 |
) |
|
|
(525,047 |
) |
|
|
(531,230 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
42,029 |
|
|
|
73,899 |
|
|
|
241,598 |
|
|
|
319,387 |
|
Selling and administrative expenses |
|
|
(44,211 |
) |
|
|
(67,708 |
) |
|
|
(208,374 |
) |
|
|
(242,118 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment (loss) profit |
|
$ |
(2,182 |
) |
|
$ |
6,191 |
|
|
$ |
33,224 |
|
|
$ |
77,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 9 of 9
BOWNE & CO., INC.
(NYSE: BNE)
PRO FORMA SUPPLEMENTAL INCOME INFORMATION
Reconciliation to Condensed Consolidated Statements of Operations
(unaudited)
Pro forma supplemental income information, which is not prepared in accordance with generally
accepted accounting principles, excludes restructuring, integration and asset impairment charges;
gains on sales of equity investments; tax benefits associated with tax refunds; curtailment gains;
and non-cash stock compensation-LTEIP expense. The Company believes that the presentation of this
supplemental information is useful to investors to evaluate performance in comparison to prior
years results. This pro forma supplemental information is an alternative to, and not a replacement
measure of, operating performance as determined in accordance with generally accepted accounting
principles.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Periods Ended December 31, |
|
| |
|
Quarter |
|
|
Year-to-Date |
|
| (in thousands, except per share information) |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Net (loss) income from continuing operations |
|
$ |
(15,495 |
) |
|
$ |
362 |
|
|
$ |
(28,886 |
) |
|
$ |
27,327 |
|
Add back: (net of pro forma tax effect) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring, integration and asset impairment charges1 |
|
|
5,408 |
|
|
|
2,995 |
|
|
|
23,235 |
|
|
|
10,476 |
|
Gain on sale of equity investment2 |
|
|
|
|
|
|
(5,664 |
) |
|
|
|
|
|
|
(5,664 |
) |
| |
Tax benefit associated with tax refunds received and related reduction
of tax liability3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,328 |
) |
Benefit plan curtailment gain4 |
|
|
(1,074 |
) |
|
|
(1,049 |
) |
|
|
(1,074 |
) |
|
|
(1,049 |
) |
Non-cash stock compensation-LTEIP expense5 |
|
|
|
|
|
|
5,467 |
|
|
|
656 |
|
|
|
6,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations, pro forma |
|
$ |
(11,161 |
) |
|
$ |
2,111 |
|
|
$ |
(6,069 |
) |
|
$ |
31,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.56 |
) |
|
$ |
0.01 |
|
|
$ |
(1.05 |
) |
|
$ |
0.97 |
|
Diluted |
|
$ |
(0.56 |
) |
|
$ |
0.01 |
|
|
$ |
(1.05 |
) |
|
$ |
0.90 |
|
(Loss) earnings per share from continuing operationspro forma: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.40 |
) |
|
$ |
0.08 |
|
|
$ |
(0.22 |
) |
|
$ |
1.12 |
|
Diluted |
|
$ |
(0.40 |
) |
|
$ |
0.08 |
|
|
$ |
(0.22 |
) |
|
$ |
1.03 |
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
27,659 |
|
|
|
27,166 |
|
|
|
27,477 |
|
|
|
28,161 |
|
Diluted6 |
|
|
27,659 |
|
|
|
28,050 |
|
|
|
27,677 |
|
|
|
33,041 |
|
|
|
|
| 1 |
|
2008 includes pre-tax charges of $10.8 million for the quarter and $39.3 million
year-to-date, respectively. 2007 includes pre-tax charges of $4.8 million for the quarter and $17.0
million year-to date, respectively. |
| |
| 2 |
|
In 2007, reflects the $9.2 million gain from the sale of the Companys share of an
equity investment |
| |
| 3 |
|
In 2007, the Company recorded a tax benefit of $6.3 million for the year-to-date
period related to the settlements of audits of our 2001-2004 federal income tax returns. |
| |
| 4 |
|
Reflects a $1.8 million gain in the 2008 fourth quarter related to the curtailment of
the defined benefit pension plan. Reflects a $1.7 million gain in the 2007 fourth quarter related
to the curtailment of a Canadian post-retirement benefit plan. |
| |
| 5 |
|
In 2007, the Company achieved the maximum performance targets under the Long-term
Equity Incentive Program (LTEIP) which resulted in additional non-cash stock compensation expense.
LTEIP expenses for the 2007 fourth quarter and year-to-date were $8.9 million and $11.2 million,
respectively. In 2008, the Company recognized $1.1 million in LTEIP expense, all during the first
quarter. This expense represented the remaining vesting of the award that was earned during 2007. |
| |
| 6 |
|
The weighted-average diluted shares outstanding used to calculate the pro forma EPS
for the year-to-date period ended December 31, 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. The diluted share count for the quarter and year-to-date periods
ended December 31, 2008 and the quarter ended December 31, 2007 do not include the potential
dilution from the Convertible Subordinated Debt shares since the effect would be anti-dilutive. |
###