Exhibit 99.1
Bowne & Co., Inc.
55 Water Street
New York, NY 10041
(212) 924-5500
Fax: (212) 658-5871
         
   
NEWS RELEASE
(BOWNE LOGO)
  Investor Relations Contact:   Media Contact:
 
Bryan Berndt   Pamela Blum
  Treasurer   Director of Corporate Communications
  212-658-5817   212-658-5884
 
  bryan.berndt@bowne.com   pamela.blum@bowne.com
FOR IMMEDIATE RELEASE
BOWNE & CO. REPORTS SECOND QUARTER 2009 RESULTS
Generates Segment Profit of $19 Million, Segment Profit Margin Improves for Third Consecutive Quarter
NEW YORK, August 4, 2009Bowne & Co., Inc. (NYSE: BNE), a global leader in shareholder and marketing communications services, today announced second quarter and year-to-date operating results.  
Revenue was $189 million in the second quarter of 2009 compared to $237 million in the second quarter of 2008, a decline of $48 million, or 20%.  In the second quarter of 2009, the Company generated gross profit of $61.2 million, with a 32.4% gross margin contribution, compared to $86.9 million and a 36.7% gross margin contribution in the prior year period. Segment profit and segment profit margin were $18.8 million and 10%, respectively, in the second quarter of 2009, compared to $30.1 million and 12.7%, respectively, in the second quarter of 2008. Loss from continuing operations was ($3.7) million, or ($0.13) per diluted share, compared to income of $1.6 million, or $0.05 per diluted share, in the second quarter of 2008.
For the six months ended June 30, 2009, revenue was $358.1 million, down 20% from $445.8 million reported for the first six months of 2008. In the first half of 2009, the Company generated gross profit of $120.3 million, with a 33.6% gross margin contribution, compared to $157.5 million and a 35.3% gross margin contribution in the comparable prior year period. Segment profit and segment profit margin were $31.8 million and 8.9%, respectively, in the first half of 2009 compared to $42.8 million and 9.6% in the first half of 2008. Loss from continuing operations was ($5.6) million, or ($0.20) per diluted share for the six months ended June 30, 2009, compared to income of $2.9 million, or $0.10 per diluted share, in the first half of 2008.
Pro forma income from continuing operations totaled $2.4 million in the second quarter of 2009 and $4.5 million for the 2009 year-to-date period, compared to $12.3 million and $15.3 million, respectively, in the comparable prior year periods. This resulted in diluted earnings per share of $0.09 in the second quarter of 2009 and $0.16 for the 2009 year-to-date period, compared to $0.41 and $0.53, respectively, in the comparable 2008 periods. (See page 9, Pro Forma Supplemental Income Information, for a reconciliation between the non-GAAP financial measures and the Company’s Condensed Consolidated Statements of Operations.)
“We are pleased that we achieved $32 million in segment profit during the first half of the year despite challenging economic conditions,” said David J. Shea, Chairman and Chief Executive Officer.  “We have been proactive in implementing a number of cost saving measures, have substantially completed the integration of our recent acquisitions and have introduced new technology solutions for our clients – all of which will continue to benefit us on an ongoing basis. We are encouraged by increased momentum in the capital markets, and remain cautiously optimistic that activity will be stronger in the latter part of this year, particularly in the U.S. and Asia.”
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Additional comments on the operating results in the second quarter and first half of 2009 are provided below.
Revenue
Capital markets services revenue was $32.7 million in the second quarter of 2009, which is $33.3 million, or 51%, lower than the comparable 2008 period. For the first half of 2009, capital markets services revenue was $58.2 million, which is $58.1 million, or 50%, lower than the first half of 2008. This decrease is directly related to the declines in overall IPO and M&A activity, which were particularly pronounced in the international markets. Included in capital market services revenue is Bowne Virtual Dataroom™ (VDR) revenue, which was $3.1 million and $6 million for the second quarter and year-to-date periods in 2009, compared to $3.6 million and $6.6 million in 2008.
Shareholder reporting services revenue, which includes compliance reporting, investment management services and translations services revenue, was $118.4 million and $212.6 million for the second quarter of 2009 and year-to-date periods, a decline of 3% and 7%, respectively, compared to the comparable 2008 periods. For the second quarter of 2009 and year-to-date periods, compliance reporting revenue decreased approximately 4% and 9%.  Investment management services revenue increased slightly during the second quarter and decreased 2% during the first half of 2009. The decrease in revenue from shareholder reporting services is primarily the result of a decrease in the number of public filers due to bankruptcies and consolidations, partially offset by the addition of new clients and increased services to certain existing clients in 2009.
Marketing and business communications services revenue decreased $6.3 million, or 16%, to $32.8 million during the second quarter of 2009, and decreased $8 million, or 10%, to $74.5 million during the first half of 2009.  The decline is primarily due to the loss of certain accounts from acquired businesses. The loss of these accounts did not have a significant impact on the Company’s operating results since these clients generally had low margins or were break even. Also contributing to the decrease in revenue were lower activity levels and volumes from existing clients as companies reduced their marketing spending in the current economic downturn, as well as declines in client enrollment activities for health care and financial products, such as 401(k) enrollments.
Segment Profit:  The Company generated segment profit of $18.8 million in the second quarter and $31.8 million year-to-date, compared to $30.1 million and $42.8 million in the comparable prior year periods, a decline of 38% and 26%, respectively. The Company’s segment profit margin as reported in the quarter and year-to-date periods was 10% and 8.9%, respectively. Segment profit margin improved from 7.7% in the first quarter of 2009 to 10% in the second quarter of 2009, which continues a trend of improving segment profit margin for the past three quarters.
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Cost Reduction Initiatives:  Bowne continues to be proactive in reducing its fixed costs and consolidating operations, which have positioned the Company to respond to changing economic conditions and to compete more effectively.
As previously announced, during the second quarter of 2009, the Company implemented further reductions in its workforce and facilities resulting in approximately $20 million in additional annualized cost savings as part of its continued focus on improving its cost structure and realizing efficiencies. The Company estimates that the cost savings to be achieved in 2009 as a result of the cost savings measures implemented during 2008 and the first half of 2009 are approximately $50 to $60 million.
As a result of the Company’s workforce reductions that occurred during the second quarter of 2009, the Company re-measured the funded status of its pension plan and recalculated the benefit obligations as of May 31, 2009. The re-measurement resulted in a $22.5 million reduction to the projected benefit liability, a $9.3 million reduction in deferred income tax assets, and a $13.2 million increase in stockholders’ equity. In addition, the Company recognized a curtailment gain of approximately $1.6 million as a result of the workforce reductions during the six months ended June 30, 2009.
Balance Sheet and Cash Flow:  During the quarter ended June 30, 2009, cash and marketable securities increased $2 million from December 31, 2008.  Net cash used in operating activities was $11.1 million for the six months ended June 30, 2009, compared to $36.5 million for the six months ended June 30, 2008.
Average days sales outstanding was 71 days as of June 30, 2009 compared to 68 days as of June 30, 2008.  Work-in-process inventory was $15.6 million at June 30, 2009 compared to $16.8 million at June 30, 2008.  
As of June 30, 2009 the Company had $79.4 million outstanding under its $123 million revolving credit facility, $24.2 million of term loans outstanding, and $8.3 million outstanding under the Company’s Convertible Subordinated Debentures. The Company was in compliance with its debt covenants as of June 30, 2009.
In July 2009, the Company filed a universal shelf registration statement on Form S-3 with the SEC, which was declared effective on July 31, 2009. The shelf registration statement permits Bowne to offer and sell from time to time, up to $150 million of equity, debt or other types of securities described in the registration statement, or any combination thereof, in one or more future public offerings. The shelf registration statement provides the Company with flexibility to quickly access the capital markets with equity, debt or other types of securities through one or more methods of distribution if its strategy warrants such access.
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Business Outlook:
Due to the continued economic downturn, which has resulted in significant declines in IPO and M&A activity, as well as softness in non-transactional areas, including marketing communications and shareholder reporting services, the Company is revising its business outlook as indicated below. The revised outlook is based on Company results during the first six months of 2009, as well as estimates for the remainder of the year.
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 Company’s services, new technological developments, competition and general economic or market conditions, particularly in the domestic and international capital markets.
                 
    Original   Updated
(in millions)   2009 Outlook   2009 Outlook
Revenue:
               
Transactional
    $120 to $175       $110 to $140  
Total
    $700 to $770       $ 640 to $700  
Segment Profit (1)
    $40 to $60       $35 to $55  
 
(1)   Excludes restructuring, integration and asset impairment charges.
Bowne & Co., Inc. will hold its earnings conference call to review its 2009 second quarter results on Wednesday, August 5, 2009, at 8:00 a.m. Eastern Time. To join the Webcast, log on to http://www.bowne.com. To access the call via telephone, please dial (877) 407-0778 (domestic) or (201) 689-8565 (international), conference ID #329269.
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 Bowne’s 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 2,800 employees in 50 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.
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BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Statements of Operations
(unaudited)
                                 
    For the Periods Ended June 30,  
    Quarter     Year-to-Date  
(in thousands, except per share information)   2009     2008     2009     2008  
Revenue
  $ 188,976     $ 237,008     $ 358,081     $ 445,775  
Expenses:
                               
Cost of revenue
    (127,756 )     (150,098 )     (237,826 )     (288,261 )
Selling and administrative
    (42,392 )     (56,800 )     (88,477 )     (114,762 )
Depreciation
    (7,056 )     (7,506 )     (14,457 )     (14,136 )
Amortization
    (1,367 )     (991 )     (2,734 )     (1,579 )
Restructuring, integration and asset impairment charges1
    (10,379 )     (17,479 )     (16,964 )     (20,034 )
 
                       
 
    (188,950 )     (232,874 )     (360,458 )     (438,772 )
 
                       
Operating income (loss)
    26       4,134       (2,377 )     7,003  
Interest expense
    (2,485 )     (2,621 )     (3,352 )     (4,904 )
Other (expense) income, net
    (899 )     1,424       (156 )     2,190  
 
                       
(Loss) income from continuing operations before income taxes
    (3,358 )     2,937       (5,885 )     4,289  
Income tax (expense) benefit
    (375 )     (1,361 )     284       (1,425 )
 
                       
(Loss) income from continuing operations
    (3,733 )     1,576       (5,601 )     2,864  
Net loss from discontinued operations
    (79 )     (285 )     (171 )     (863 )
 
                       
 
Net (loss) income
  $ (3,812 )   $ 1,291     $ (5,772 )   $ 2,001  
 
                       
 
                               
(Loss) earnings per share from continuing operations:
                               
Basic
  $ (0.13 )   $ 0.06     $ (0.20 )   $ 0.10  
Diluted
  $ (0.13 )   $ 0.05     $ (0.20 )   $ 0.10  
(Loss) per share from discontinued operations:
                               
Basic
  $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.03 )
Diluted
  $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.03 )
Total (loss) earnings per share:
                               
Basic
  $ (0.13 )   $ 0.05     $ (0.21 )   $ 0.07  
Diluted
  $ (0.13 )   $ 0.04     $ (0.21 )   $ 0.07  
Weighted-average shares outstanding:
                               
Basic
    28,512       28,554       28,302       28,306  
Diluted
    28,512       28,839       28,302       28,760  
Dividends per share2
  $ 0.055     $ 0.055     $ 0.11     $ 0.11  
 
1   2009 includes charges of approximately $7.0 million for the quarter and $12.1 million year-to-date in costs related to workforce reductions and facility consolidations, and approximately $1.0 million for the quarter and $2.0 million year-to-date related to the integration of acquired businesses. 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.
 
2   Dividends for the quarter ended and year-to-date June 30, 2009 were paid in shares of Bowne Common Stock. Dividends for the quarter ended and year-to-date June 30, 2008 were paid in cash.

 


 

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BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Balance Sheets
                 
    June 30,     Dec. 31,  
    2009     2008  
(in thousands)   (unaudited)          
Assets
               
Cash and cash equivalents
  $ 13,480     $ 11,524  
Marketable securities
    210       193  
Accounts receivable, net
    146,775       116,773  
Inventories
    24,026       27,973  
Prepaid expenses and other current assets
    39,811       45,990  
 
           
Total current assets
    224,302       202,453  
 
           
 
               
Property, plant and equipment, net
    120,375       130,149  
Goodwill and other intangibles, net
    89,983       92,195  
Other assets
    55,044       55,952  
 
           
Total assets
  $ 489,704     $ 480,749  
 
           
 
               
Liabilities and Stockholders’ Equity
               
Current portion of long-term debt and capital lease obligations
  $ 12,125     $ 842  
Accounts payable and accrued liabilities
    104,052       109,042  
 
           
Total current liabilities
    116,177       109,884  
 
           
 
               
Long-term debt
    100,992       88,352  
Deferred employee compensation1
    53,040       75,868  
Deferred rent and other
    20,431       20,062  
Stockholders’ equity
    199,064       186,583  
 
           
Total liabilities and stockholders’ equity
  $ 489,704     $ 480,749  
 
           
 
1   As a result of the Company’s workforce reductions that occurred during the second quarter of 2009, the Company remeasured the funded status of its pension plan and recalculated the benefit obligations as of May 31, 2009.  The remeasurement resulted in a $22.5 million reduction to the pension liability included in deferred employee compensation, a $9.3 million reduction in deferred income tax assets included in other assets, and a $13.2 million increase in stockholders’ equity.

 


 

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BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Statements of Cash Flows
(unaudited)
                 
    For the Six Months Ended June 30,  
(in thousands)   2009     2008  
Cash flows from operating activities:
               
Net (loss) income
  $ (5,772 )   $ 2,001  
Net loss from discontinued operations
    171       863  
Depreciation and amortization
    17,191       15,715  
Asset impairment charges
    2,128        
Changes in assets and liabilities, net of acquisitions, discontinued operations and certain non-cash transactions
    (24,326 )     (53,812 )
Net cash used in operating activities of discontinued operations
    (484 )     (1,287 )
 
           
Net cash used in operating activities
    (11,092 )     (36,520 )
 
           
 
               
Cash flows from investing activities:
               
Purchases of property, plant and equipment
    (5,711 )     (10,032 )
Purchase of marketable securities
          (5,000 )
Proceeds from the sale of marketable securities and other
    187       39,838  
Acquisitions of businesses
    (195 )     (61,187 )
 
           
Net cash used in investing activities
    (5,719 )     (36,381 )
 
           
 
               
Cash flows from financing activities:
               
Proceeds from borrowings under revolving credit facility, net of debt issuance costs
    38,442       48,000  
Payment of debt
    (19,833 )      
Payment of capital lease obligations
    (417 )     (542 )
Proceeds from stock options exercised
          732  
Payment of cash dividends
          (2,926 )
Other
          221  
 
           
Net cash provided by financing activities
    18,192       45,485  
 
           
 
               
Effects of exchange rates on cash flows and cash equivalents
    575       73  
 
               
Net increase (decrease) in cash and cash equivalents
  $ 1,956     $ (27,343 )
Cash and cash equivalents—beginning of period
    11,524       64,941  
 
           
Cash and cash equivalents—end of period
  $ 13,480     $ 37,598  
 
           

 


 

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BOWNE & CO., INC.
(NYSE: BNE)
Supplemental Revenue and Profit Information
(unaudited)
The supplemental information presented below presents revenue by class of service, gross profit and segment profit information, and is reconciled to (loss) income from continuing operations. Management uses gross profit and segment profit to evaluate Company performance. Segment profit is defined as gross profit (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. Gross profit and segment profit are measured because management believes that such information is useful in evaluating the Company’s 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 Company’s annual incentive plan. Gross profit and segment profit are alternatives to, and not replacement measures of, operating performance as determined in accordance with generally accepted accounting principles.
                                 
    For The Periods Ended June 30,  
    Quarter     Year-to-Date  
(in thousands)     2009     2008     2009     2008  
Capital markets services revenue:
                               
Transactional
  $ 29,510     $ 62,415     $ 52,191     $ 109,685  
Virtual data room
    3,149       3,579       6,039       6,623  
 
                       
Total capital markets services revenue
    32,659       65,994       58,230       116,308  
Shareholder reporting services revenue:
                               
Compliance reporting
    63,785       66,529       109,133       119,977  
Investment management
    51,176       50,974       96,674       99,040  
Translation services
    3,438       5,005       6,825       9,038  
 
                       
Total shareholder reporting services revenue
    118,399       122,508       212,632       228,055  
Marketing & communications services revenue
    32,761       39,039       74,530       82,519  
Commercial printing and other revenue
    5,157       9,467       12,689       18,893  
 
                       
Total revenue
    188,976       237,008       358,081       445,775  
Cost of revenue
    (127,756 )     (150,098 )     (237,826 )     (288,261 )
 
                       
Gross profit
    61,220       86,910       120,255       157,514  
Selling and administrative expenses
    (42,392 )     (56,800 )     (88,477 )     (114,762 )
 
                       
Segment profit
    18,828       30,110       31,778       42,752  
Depreciation
    (7,056 )     (7,506 )     (14,457 )     (14,136 )
Amortization
    (1,367 )     (991 )     (2,734 )     (1,579 )
Restructuring, integration and asset impairment charges
    (10,379 )     (17,479 )     (16,964 )     (20,034 )
 
                       
Operating income (loss)
    26       4,134       (2,377 )     7,003  
Interest expense
    (2,485 )     (2,621 )     (3,352 )     (4,904 )
Other (expense) income, net
    (899 )     1,424       (156 )     2,190  
 
                       
(Loss) income from continuing operations before income taxes
    (3,358 )     2,937       (5,885 )     4,289  
Income tax (expense) benefit
    (375 )     (1,361 )     284       (1,425 )
 
                       
(Loss) income from continuing operations
  $ (3,733 )   $ 1,576     $ (5,601 )   $ 2,864  
 
                       

 


 

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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. The Company believes that the presentation of this supplemental information is useful to investors to evaluate performance in comparison to prior year’s 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 June 30,  
    Quarter     Year-to-Date  
(in thousands, except per share information)   2009     2008     2009     2008  
Net (loss) income from continuing operations
  $ (3,733 )   $ 1,576     $ (5,601 )   $ 2,864  
Add back: (net of pro forma tax effect)
                               
Restructuring, integration and asset impairment charges1
    6,163       10,743       10,122       12,483  
 
                       
Income from continuing operations, pro forma
  $ 2,430     $ 12,319     $ 4,521     $ 15,347  
 
                       
Earnings per share from continuing operations:
                               
Basic
  $ (0.13 )   $ 0.06     $ (0.20 )   $ 0.10  
Diluted
  $ (0.13 )   $ 0.05     $ (0.20 )   $ 0.10  
Earnings per share from continuing operations—pro forma:
                               
Basic
  $ 0.09     $ 0.43     $ 0.16     $ 0.54  
Diluted
  $ 0.09     $ 0.41     $ 0.16     $ 0.53  
Weighted-average shares outstanding:
                               
Basic
    28,512       28,554       28,302       28,306  
Diluted2
    28,547       32,897       28,303       32,818  
 
1   In 2009, restructuring, integration and asset impairment charges of $10.4 million for the quarter and $17.0 million year-to-date are net of tax benefits of $4.2 million and $6.9 million, respectively. 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.
 
2   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 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 June 30, 2009 does not include the potential dilution from the Convertible Subordinated Debt shares since the effect would be anti-dilutive. In addition, the weighted-average basic and diluted shares for the three and six months ended June 30, 2009 and 2008 include 786,228 of shares issued as a result of the stock dividends paid to shareholders in February and May 2009, and also include approximately 220,000 shares to be issued as a stock dividend to shareholders in August 2009, in accordance with SFAS No. 128, “Earnings Per Share”.
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