Exhibit 99.1
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
The following unaudited condensed consolidated pro forma balance sheet as of June 30, 2006 gives effect to the September 8, 2006 sale of DecisionQuest®, a wholly-owned subsidiary of Bowne & Co., Inc. (the “Company”), to key employees of DecisionQuest, as if the sale had occurred on June 30, 2006. The total sale price for the purpose of this unaudited condensed consolidated pro forma balance sheet as of June 30, 2006 was approximately $9.8 million, consisting of $7.0 million in cash and a promissory note for $2.9 million, which is valued at $2.8 million and is payable on September 11, 2010 and bears interest at 4.92%, which is to be paid quarterly. The following unaudited condensed consolidated pro forma statement of operations for the year ended December 31, 2005 gives effect to the sale of DecisionQuest as if the sale had occurred on January 1, 2005. The unaudited condensed consolidated pro forma statement of operations for the six months ended June 30, 2006 is not presented since the operations of DecisionQuest were previously reported as discontinued operations in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2006 filed on August 9, 2006.
If the sale had occurred on June 30, 2006, the total sale price of approximately $9.8 million less estimated sale expenses of $0.4 million would have resulted in a net loss of approximately $5.7 million, after an income tax benefit of approximately $2.9 million.
The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The actual amounts could differ from these estimates. The unaudited condensed consolidated pro forma financial information is for informational purposes only and is not necessarily indicative of the operating results or financial position that would be achieved had the sale been consummated on the dates indicated and should not be construed as representative of future results of operations or financial position. The unaudited condensed consolidated pro forma results should be read in conjunction with the financial statements and notes thereto in the Company’s annual report on Form 10-K for the year ended December 31, 2005 and Quarterly Report on Form 10-Q for the period ended June 30, 2006.
BOWNE & CO., INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
| | | | | | | | | | | | |
| | As reported | | | | | | | Pro Forma | |
| | June 30, | | | Pro Forma | | | June 30, | |
| | 2006 | | | Adjustments | | | 2006 | |
| | (In thousands, except share information) | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 23,008 | | | $ | 6,749 | (1) | | $ | 29,757 | |
Marketable securities | | | 44,267 | | | | — | | | | 44,267 | |
Accounts receivable, less allowances of $10,700 | | | 208,535 | | | | — | | | | 208,535 | |
Inventories | | | 30,196 | | | | — | | | | 30,196 | |
Prepaid expenses and other current assets | | | 33,897 | | | | (1,695 | ) (2) | | | 32,202 | |
Assets held for sale | | | 21,849 | | | | (18,689 | ) (3) | | | 3,160 | |
| | | | | | | | | |
Total current assets | | | 361,752 | | | | (13,635 | ) | | | 348,117 | |
Property, plant and equipment at cost, less accumulated depreciation of $232,125 | | | 130,723 | | | | — | | | | 130,723 | |
Other noncurrent assets: | | | | | | | | | | | | |
Goodwill | | | 29,705 | | | | — | | | | 29,705 | |
Intangible assets, less accumulated amortization of $271 | | | 12,651 | | | | — | | | | 12,651 | |
Deferred income taxes | | | 26,710 | | | | (226) | (2) | | | 26,484 | |
Other | | | 9,424 | | | | 2,782 | (1) | | | 12,206 | |
| | | | | | | | | |
Total assets | | $ | 570,965 | | | $ | (11,079 | ) | | $ | 559,886 | |
| | | | | | | | | |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Current portion of long-term debt and other short-term borrowings | | $ | 789 | | | | — | | | $ | 789 | |
Accounts payable | | | 41,398 | | | | — | | | | 41,398 | |
Employee compensation and benefits | | | 33,379 | | | | — | | | | 33,379 | |
Accrued expenses and other obligations | | | 66,959 | | | | (2,854 | ) (4) | | | 64,105 | |
Liabilities held for sale | | | 3,361 | | | | (2,484 | ) (3) | | | 877 | |
| | | | | | | | | |
Total current liabilities | | | 145,886 | | | | (5,338 | ) | | | 140,548 | |
Other liabilities: | | | | | | | | | | | | |
Long-term debt — net of current portion | | | 77,013 | | | | — | | | | 77,013 | |
Deferred employee compensation | | | 39,374 | | | | — | | | | 39,374 | |
Deferred rent and other | | | 14,924 | | | | — | | | | 14,924 | |
| | | | | | | | | |
Total liabilities | | | 277,197 | | | | (5,338 | ) | | | 271,859 | |
| | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | |
Preferred stock: | | | | | | | | | | | | |
Authorized 1,000,000 shares, par value $.01 per share Issuable in series — none issued | | | — | | | | — | | | | — | |
Common stock: | | | | | | | | | | | | |
Authorized 60,000,000 shares, par value $.01 per share Issued and outstanding, including treasury stock, 42,381,317 shares | | | 424 | | | | — | | | | 424 | |
Additional paid-in capital | | | 93,872 | | | | — | | | | 93,872 | |
Retained earnings | | | 346,354 | | | | (5,741 | ) (5) | | | 340,613 | |
Treasury stock, at cost, 11,902,765 shares | | | (145,860 | ) | | | — | | | | (145,860 | ) |
Accumulated other comprehensive income, net | | | (1,022 | ) | | | — | | | | (1,022 | ) |
| | | | | | | | | |
Total stockholders’ equity | | | 293,768 | | | | (5,741 | ) | | | 288,027 | |
| | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 570,965 | | | $ | (11,079 | ) | | $ | 559,886 | |
| | | | | | | | | |
See Notes to Unaudited Condensed Consolidated Pro Forma Balance Sheet
Notes to Unaudited Condensed Consolidated Pro Forma Balance Sheet as of June 30, 2006.
| (1) | | The pro forma adjustment reflects the receipt of $7.0 million cash proceeds of the sale, net of approximately $0.4 million of sale-related expenses, and a $2.9 million note receivable valued at $2.8 million, as of June 30, 2006. |
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| (2) | | The pro forma adjustment reflects the removal of the net deferred tax assets related to DecisionQuest as of June 30, 2006. |
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| (3) | | The pro forma adjustment reflects the removal of the assets and liabilities of DecisionQuest presented as held for sale as of June 30, 2006. |
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| (4) | | The pro forma adjustment reflects a tax benefit of approximately $2.9 million as a result of the sale. |
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| (5) | | The pro forma adjustment reflects the net loss on the sale of DecisionQuest of $5.7 million, after an income tax benefit of approximately $2.9 million. |
BOWNE & CO., INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
| | | | | | | | | | | | |
| | For the year ended December 31, 2005 | |
| | | | | | Pro Forma | | | | |
| | As reported | | | Adjustments (1) | | | Pro Forma | |
| | (In thousands, except per share information) | |
Revenue | | $ | 694,140 | | | $ | (25,474 | ) | | $ | 668,666 | |
Expenses: | | | | | | | | | | | | |
Cost of revenue | | | (449,764 | ) | | | 20,464 | | | | (429,300 | ) |
Selling and administrative | | | (190,629 | ) | | | 3,478 | | | | (187,151 | ) |
Depreciation | | | (26,120 | ) | | | 473 | | | | (25,647 | ) |
Amortization | | | (940 | ) | | | 940 | | | | — | |
Restructuring charges, integration costs and asset impairment charges | | | (10,410 | ) | | | — | | | | (10,410 | ) |
| | | | | | | | | |
| | | (677,863 | ) | | | 25,355 | | | | (652,508 | ) |
| | | | | | | | | |
Operating income | | | 16,277 | | | | (119 | ) | | | 16,158 | |
Interest expense | | | (5,160 | ) | | | 6 | | | | (5,154 | ) |
Loss on sale of marketable securities | | | (7,890 | ) | | | — | | | | (7,890 | ) |
Other income, net | | | 2,839 | | | | (1,303 | ) | | | 1,536 | |
| | | | | | | | | |
Income from continuing operations before income taxes | | | 6,066 | | | | (1,416 | ) | | | 4,650 | |
Income tax expense | | | (5,292 | ) | | | 552 | | | | (4,740 | ) |
| | | | | | | | | |
Income (loss) from continuing operations | | $ | 774 | | | $ | (864 | ) | | $ | (90 | ) |
| | | | | | | | | |
Earnings per share from continuing operations: | | | | | | | | | | | | |
Basic | | $ | .02 | | | $ | (.02 | ) | | $ | — | |
Diluted | | $ | .02 | | | $ | (.02 | ) | | $ | — | |
| | | | | | | | | | | | |
Basic weighted-average number of shares outstanding | | | 34,251 | | | | 34,251 | | | | 34,251 | |
| | | | | | | | | | | | |
Diluted weighted-average number of shares outstanding | | | 34,699 | | | | 34,699 | | | | 34,251 | |
Notes to Unaudited Condensed Consolidated Pro Forma Statement of Operations for the year ended December 31, 2005
| (1) | | The pro forma adjustments represent the elimination of revenue and expenses associated with DecisonQuest, assuming the sale occurred on January 1, 2005. |