-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L/+hjwMsKhryuedvQ5GFN77hHHNoBjoo1YHcJv9PF0xWlcbvrlrh50Ij9awHmLF/ 9QpCxLAdfs49olX7FJkVMA== 0000950123-05-004029.txt : 20050406 0000950123-05-004029.hdr.sgml : 20050404 20050404060149 ACCESSION NUMBER: 0000950123-05-004029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050404 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050404 DATE AS OF CHANGE: 20050404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOWNE & CO INC CENTRAL INDEX KEY: 0000013610 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 132618477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05842 FILM NUMBER: 05727520 BUSINESS ADDRESS: STREET 1: 345 HUDSON ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2129245500 8-K 1 bne-20050404_8kfinal.htm BOWNE & CO. XBRL 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):
  April 4, 2005

Bowne & Co., Inc.

(Exact name of registrant as specified in its charter)
         
Delaware   1-05842   13-2618477
         
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
         
345 Hudson Street, New
York, New York 		      10014
         
(Address of principal
executive offices) 		      (Zip Code)
         
Registrant’s telephone number, including area code:   212-924-5500
         
Not Applicable
 
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 8.01. Other Events

This Form 8-K has been furnished by Bowne & Co., Inc. (the “Company”) solely for the purpose of participation in the SEC’s voluntary XBRL Pilot Project, and incorporates by reference our Form 8-K filed February 17, 2005, which presented the Company’s financial results for the year ended December 31, 2004. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial information contained in the XBRL-Related Document is unaudited.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
    Bowne & Co., Inc.
April 4, 2005   By: Scott L. Spitzer
Name: Scott L. Spitzer
Title: Senior Vice President, General Counsel and Corporate Secretary

 

Exhibit Index

This Form 8-K has been furnished by Bowne & Co., Inc. (the “Company”) solely for the purpose of participation in the SEC’s voluntary XBRL Pilot Project, and incorporates by reference our Form 8-K filed February 17, 2005, which presented the Company’s financial results for the year ended December 31, 2004. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial information contained in the XBRL-Related Document is unaudited.

     
Exhibit No.   Description
EX-100.INS
  XBRL Instance Document
EX-100.SCH
  XBRL Taxonomy Extension Schema Document
EX-100.PRE
  XBRL Taxonomy Extension Presentation Linkbase Document
EX-100.LAB
  XBRL Taxonomy Extension Label Linkbase Document
EX-100.CAL
  XBRL Taxonomy Extension Calculation Linkbase Document
  EX-100.INS 2 bne-20041231er.xml XBRL INSTANCE Bowne & Co. Announces 2004 Results Current Momentum in Capital Market Activity Viewed with Optimism NEW YORK, February 17, 2005 - Bowne & Co., Inc. (NYSE: BNE) today announced net earnings for 2004 of $27.5 million, or $0.77 per diluted share, versus a net loss of $7.7 million, or $0.23 per share, for 2003. For the fourth quarter ended December 31, 2004, net earnings were $20.1 million, or $0.56 per diluted share, versus a net loss of $3.0 million, or $0.09 per share, for the same period in 2003. Revenues for the year ended December 31, 2004 were $899 million, up 6.1% from $847.6 million reported for 2003. Fourth quarter 2004 revenues of $210.4 million compared to $196.2 million in 2003. These results include the net gain of $31.6 million on the sale of Bowne Business Solutions (BBS) and reflect BBS as a discontinued operation. Excluding the impact of the gain and the expenses related to the sale of BBS, restructuring charges, loss on extinguishment of debt, a litigation settlement, and the write-off of certain deferred tax assets, 2004 pro forma earnings per share was $0.37 as compared to a pro forma earnings per share of $0.31 in 2003. For the fourth quarter, the pro forma loss per share was $0.07 in 2004, as compared to 2003 pro forma earnings per share of $0.08. (See attached Pro Forma Supplemental Income Information for a reconciliation of these non-GAAP financial measures to our consolidated statements of operations.) (The Pro Forma Supplemental Income Information is not presented in this XBRL instance document. To view the Pro Forma Supplemental Income Information refer to Bowne's Form 8-K filed on February 17, 2005.) "We believe our improving performance in 2004 has set the stage for a strong 2005," said Bowne Chief Executive Officer Philip E. Kucera. "Despite a fourth quarter that did not meet our expectations, we are optimistic about 2005, especially with the recent up tick in large M&A transactions. Our strategy remains focused on our core Financial Print business." David J. Shea, Bowne President and Chief Operating Officer, said, "In 2004, we were awarded six of the top ten M&A deals announced. Concerning BGS, the 2004 results were not in line with our original plans, as the expected rebound in spending by the IT sector failed to materialize as significant projects were delayed until 2005. We took action in the fourth quarter to rebalance our cost structure within BGS. The cost savings from these expense reductions, as well as a strong revenue backlog, will help us achieve our targets for 2005." Bowne Financial Print On a full year basis, Financial Print reported revenue of $637.4 million, a $46.6 million, or 7.9%, increase in revenue as compared to last year. Segment profit for the full year of 2004 of $69.0 million increased $7.1 million as compared to 2003. For the fourth quarter of 2004, financial print revenue of $143.4 million was up $10.6 million, or 8.0%, over the same period in 2003. Segment profit for the fourth quarter of 2004 was $6.8 million compared with $14.3 million in 2003. Bowne Global Solutions (BGS) Full year revenue of $223 million was $3.7 million higher than 2003, while segment profit of $9.6 million was $3.5 million lower than 2003. Fourth quarter revenue of $55.1 million was up slightly as compared to 2003, while segment profit for the fourth quarter of 2004 of $1.5 million was lower by $2.4 million as compared to 2003. Corporate/Other Corporate spending increased primarily due to the requirements of the Sarbanes-Oxley Act. Highlights of the fourth quarter were the integration of Tri-Coastal Legal Technologies and the completion of a major litigation consulting project within our DecisionQuest business. * * * Through an Overnight Share Repurchase program with Bank of America, Bowne repurchased 2,530,000 shares on December 2, 2004. In connection with the program, Bank of America has been purchasing, and will continue to purchase, shares in the market over the next six to nine months. At the end of the program, Bowne will receive or pay a price adjustment based on the volume weighted average price of shares acquired during the purchase period. As of December 31, 2004, Bank of America purchased 442,800 shares in the open market at an average price of $15.55. Bank of America has purchased a total of 938,800 shares at an average price of $15.36 through February 15, 2005. Bowne continues to focus on cash flow and managing receivables. Days sales outstanding improved one day compared to December 2003. Cash provided by operations for the year ended December 31, 2004 improved $12.4 million to $32.7 million, from net cash provided by operations of $20.2 million in 2003. Net cash at December 31, 2004 was $2.2 million as compared to net debt of $123.5 million in December 2003. Financial Print work-in-process inventory was $15.1 million at December 31, 2004, as compared to $14.2 in December 2003. The company noted that forward-looking statements of future performance contained in the foregoing and in the following statements and certain statements made elsewhere 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, and excludes the effect of potential dilution from the Convertible Subordinated Debt and the impact from any future purchases under our share repurchase program. 2004 Actual Current 2005 Outlook (unaudited) Revenues: $899 million $900 million to $1.0 billion Financial Print $637 million $640 to $715 million Globalization $223 million $225 to $265 million Corporate/Other $39 million $40 to $50 million Segment Profit: Financial Print $69 million $70 to $95 million Globalization $9.6 million $19 to $24 million Corporate/Other: Litigation Solutions $3.1 million $5 to $8 million Corporate Spending $(22) million $(17) to $(23) million Other $(.2) million --- Restructuring charges $14.6 million $3 to $8 million Gain on sale of subsidiary, net of tax $31.5 million --- Depreciation and amortization $34.8 million $35 million Interest expense $10.7 million $5.5 million Diluted earnings per share $0.77 $0.50 to $1.00 Diluted earnings per share, pro forma $0.37 (1) $0.60 to $1.08 (2) Diluted shares 36,795 thousand 36,200 thousand (3) Capital expenditures $24 million $25 million (1) See attached Pro Forma Supplemental Income Information. (2) Excludes restructuring charges. (3) Excludes the impact of the potential dilution from the Convertible Subordinated Debt (4,058,445 shares) and the impact of any future purchases under our share repurchase program. Bowne & Co. will hold its earnings conference call to review the fourth quarter 2004 results and discuss the 2005 business outlook, on Thursday, February 17, 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 (800) 289-0493 (domestic) or (913) 981-5510 (international) and ask for the Bowne teleconference. About Bowne & Co., Inc. Bowne & Co., Inc., founded in 1775, is a global leader in providing high-value solutions that empower our clients' communications. - -- Bowne Financial Print: The world's largest financial printer and leading EDGAR filer, specializing in the creation, management, translation and distribution of regulatory and compliance documents. - -- Bowne Enterprise Solutions: Digital composition, print, delivery, and fulfillment of customized and personalized communications designed to enable companies to more-effectively target customers to increase market leadership. - -- Bowne Global Solutions: A broad range of language and cultural solutions that use translation, localization, technical writing and interpretation services to help companies adapt their communications or products for use in other cultures and countries around the world. - -- Bowne Litigation Solutions: Consulting, electronic discovery and software solutions, including DecisionQuest(R), one of the nation's largest trial research firms, bring our clients fresh perspective resulting in better informed choices about strategies and tactics at every step in the litigation process. Bowne & Co. combines these capabilities with superior customer service, new technologies, confidentiality and integrity to manage, repurpose and distribute a client's information to any audience, through any medium, in any language, anywhere in the world. For more information, visit us at www.bowne.com 210444000 196218000 899011000 847636000 -141135000 -122899000 -574264000 -536166000 -66182000 -57826000 -266034000 -247977000 -7541000 -8892000 -32121000 -35466000 -882000 -606000 -2713000 -2478000 -221204000 -196425000 -888880000 -845163000 -10760000 -207000 10131000 2473000 -2525000 -3247000 -10709000 -11389000 -965000 -272000 -118000 -1367000 -23065000 -3726000 -9511000 -10283000 10504000 -2000 1313000 729000 20110000 -2964000 27504000 -7749000 .56 .56 -.09 -.09 .77 .77 -.23 -.23 35956000 36556000 33945000 35861000 35898000 36795000 .22 33736000 35147000 .22 .055 .055 -12561000 -3728000 -8198000 -9554000 1119000 764000 4150000 1805000 31552000 31552000 32671000 764000 35702000 1805000 -.35 -.35 .91 .91 -.11 -.11 .02 .02 -.23 -.23 .99 .99 -.28 -.28 .05 .05 177180000 20321000 167168000 19764000 33150000 312185000 270389000 112961000 128609000 197752000 193969000 25913000 27960000 106898000 648811000 727825000 929000 770000 154799000 179544000 76962000 139828000 369961000 350518000 648811000 727825000 34834000 37944000 518000 2198000 -2404000 -10339000 32669000 20249000 -24057000 -22073000 6731000 148200000 -21117000 150620000 313374000 22326000 4551000 -7733000 -7416000 -97784000 -10872000 62962000 -15871000 17010000 79972000 32881000 -8815000 168794000 -3500000 -40180000 22326000 4551000 -8815000 Note: In November 2004, the Company sold its document outsourcing business to Williams Lea. The results from this business are reported as discontinued operations and the condensed consolidated statements of operations for all prior periods have been reclassified to reflect this presentation. 80070000 17087000 34614000 33220000 153870000 153317000 25457000 47089000 54053000 3882000 Note: In November 2004, the Company sold its document outsourcing business to Williams Lea. In 2003, the assets and liabilities from this business are reported as held for sale. 896000 -5464000 -6202000 -14644000 -23076000 232000 956000 -222817000 -321381000 -20123000 -4131000 -3302000 9019000 44847000 39050000 As restated: The December 31, 2003 balance sheet reflects a restatement to correct for excess depreciation taken on certain assets of the globalization segment in 2002 and 2003. The impact of the restatement was to increase net property, plant and equipment and stockholders' equity by $3,324 compared to what was previously reported. Note: In November 2004, the Company sold its document outsourcing business to Williams Lea. The net cash flows from this business are reported as net cash used in discontinued operations and the condensed consolidated statement of cash flows for the prior period has been reclassified to reflect this presentation. 0000013610 2004-10-01 2004-12-31 0000013610 2003-10-01 2003-12-31 0000013610 2004-01-01 2004-12-31 0000013610 2003-01-01 2003-12-31 0000013610 2004-12-31 0000013610 2003-12-31 0000013610 2002-12-31 iso4217:USD xbrli:shares The results for 2003 have been restated to correct an error in the calculation of depreciation expense related to assets acquired as a result of a 2001 acquisition within the globalization segment. The correction decreases previously reported depreciation expense and the loss from continuing operations by $1,379, or $.04 per share, for the year ended December 31, 2003. For the fourth quarter of 2003, depreciation expense and the loss from continuing operations decreases by $362, or $.01 per share, from what was previously reported. EX-100.SCH 3 bne-20050307er.xsd XBRL EXTENTION TAXONOMY Bowne Extension Presentation link:presentationLink Bowne Extension Income Statement link:calculationLink EX-100.PRE 4 bne-20050307er_pre.xml XBRL PRESENTATION LINKBASE EX-100.LAB 5 bne-20050307er_lab.xml XBRL LABEL LINKBASE EX-100.CAL 6 bne-20050307er_cal.xml XBRL CALCULATION LINKBASE -----END PRIVACY-ENHANCED MESSAGE-----