8-K

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): July 30, 2003

Bowne & Co., Inc.
(Exact name of registrant as specified in its charter)

Delaware	1-05842	13-2618477
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
345 Hudson Street, New York, NY		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

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits
	Item 12. Disclosure of Results of Operations and Financial Condition
SIGNATURES
Exhibit Index
PRESS RELEASE

Item 7. Financial Statements and Exhibits

(c)  Exhibits

99 Press release dated July 30, 2003 announcing results of operations for the quarter and six months ended June 30, 2003

Item 12. Disclosure of Results of Operations and Financial Condition

On July 30, 2003, Bowne & Co., Inc issued a press release announcing its financial results for the quarter and six months ended June 30, 2003. A copy of the press release is being furnished as Exhibit 99 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit 99, is furnished pursuant to Item 12 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

2

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. (Registrant)
July 30, 2003	By:	/s/ C. Cody Colquitt
		Name: C. Cody Colquitt
		Title: Senior Vice President and Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description
99	Press release of Bowne & Co., Inc, Inc. dated July 30, 2003 announcing results of operations for the quarter and six months ended June 30, 2003

4 EX-99 3 y88808aexv99.htm PRESS RELEASE

	Bowne & Co., Inc. 345 Hudson Street 212/886-0614 Fax: 212/924-5500
		News Release
	Contact:	William J. Coote Treasurer 212-886-0614 bill.coote@bowne.com

For Immediate Release

Bowne Announces Second Quarter Results
Globalization Segment Posts Record Revenues for the Quarter and Six-Month Period

NEW YORK, July 30, 2003 — Bowne & Co., Inc. (NYSE: BNE) today announced net income for the second quarter ended June 30, 2003 of $258,000, or $0.01 per share, versus net income of $11,061,000, or $0.31 per share, for the same period last year. The results for the quarter include restructuring charges, net of tax, of $6,136,000 or $0.18 per share.

On a pre-tax basis, restructuring costs amounted to $9,617,000, of which $8 million related to severance costs and $1.6 million related to other cost reductions and integration costs associated with the acquisition of Berlitz GlobalNet by the company’s Globalization unit.

Second quarter 2003 revenues were $307,741,000 compared to $313,267,000 for the same period last year. This decrease reflects a 38% decline in transactional financial printing, the result of the continued softness in the capital markets, offset by revenue growth in both Outsourcing and Globalization. Overall, non-transactional revenues were 82% of Bowne’s total revenues.

For the six months ended June 30, 2003, net loss was $3,995,000, or $0.12 per share, versus net income of $14,609,000 or $0.41 per share for the same period last year. The 2003 six-month results include restructuring charges with a net of tax impact of $9,658,000, or $0.29 per share. Revenue for the six months ended June 30, 2003 was $563,464,000, up 2% from $552,951,000 reported a year earlier.

“The restructuring and integration charges are greater than forecasted and are now expected to total $18 million for the year compared with the previously provided range of $10 to $15 million. The resulting cost savings of $35 to $40 million also exceeded our projections by $5 to $10 million annually, demonstrating our ability and commitment to aggressively reduce fixed costs and manage through a very difficult business environment,” said Bowne chairman and chief executive officer Robert M. Johnson.

Johnson continued, “The operating results for the quarter met the high end of our forecast and we are cautiously optimistic about the second half of the year given the traction we are seeing in our Globalization business and the positive impact that we expect in financial print from the anticipated improvement in the capital markets from 2002, coupled with our aggressive cost reductions over the past two years.”

-more-

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“We are obviously pleased with the record revenue and segment profit results of Bowne Global Solutions (BGS). We attribute these continued strong results to our acquisition of Berlitz GlobalNet (BGN), to our aggressive push to sign new business outside of the IT market and to our management team’s focus upon synergies and efficiencies arising from the successful combination of these two businesses. As the results show, the integration of BGS and BGN continues on a successful path as we combine the best resources, workflow practices, production sites and expertise. Organic revenue growth contributed approximately 16% in the current quarter compared to the same period in the prior period. “

Bowne president Carl J. Crosetto said the Company is satisfied with the performance of Bowne Business Solutions (BBS). “We are encouraged by the improvement in the segment profit as a percent of revenue over the first quarter on basically flat revenues. While BBS has felt the effects of the depressed capital markets in its financial services clients, we have signed seven new outsourcing contracts in the second quarter (all within the legal sector) including service expansion for two clients. These signings continue to strengthen our market leadership in the legal industry and as the capital markets continue their improvement, we should experience volume increases in our financial services clients.”

“Within Bowne Financial Print, our digital print group is beginning to see some real momentum as financial services companies act on the need to customize and personalize their investor communications. Production volumes within our digital business are 66% higher than in 2002 with June proving to be its highest production month ever. We believe this trend will continue and our digital print group will become a positive contributor to this segment by year end,” Johnson said.

Johnson said Bowne also continues to focus on cash flow and managing receivables. Average days outstanding improved 6 days to 65 days in 2003. Cash used by operations for the six months ended June 30, 2003 increased approximately $42,308,000 from 2002 to $49,452,000. Financial printing work-in-process inventories increased 26% to $15,518,000 in 2003 from December 31, 2002.

Business Outlook
The following statements and certain statements made elsewhere in this release are based upon current expectations. These statements are forward looking and actual results may differ materially. Current trends in the global economy, particularly in the domestic and international capital markets, make it difficult at present to project future activity.

For the year 2003, the company expects improved results over 2002. The results of its financial print business will continue to be affected by softness in the capital markets, both domestically and internationally. In addition, the third quarter is typically a seasonally slow quarter for our financial print business and given the uncertainty of the timing of transactions coming to market, the company’s visibility into future financial results of the third quarter is reduced. However, we estimate the third quarter and full-year 2003 results to be in the following ranges.

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	2003
	3rd Quarter	Full-year
Revenue, approximately	$250 to $270 million	$1.1 billion
Depreciation and amortization, approximately	$11 million	$45 million
Restructuring and integration charges, approximately	$3 million	$18 million
Operating income, approximately	$1-7 million	$13-20 million
Operating income, excluding restructuring and integration charges, approximately	$4-10 million	$31-38 million
Interest expense, approximately	$2-3 million	$10 million
Diluted (loss) earnings per share, in the range of	$(0.05) to $0.05	$0.00 to $0.10
Diluted earnings per share, excluding restructuring and integration charges, in the range of	$0.00 to $0.10	$0.30 to $0.45
Capital expenditures, approximately	Not Given	$30 million

The company noted that forward-looking statements for future performance like those given above are, of course, 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.

Bowne & Co. will hold its earnings conference call to review the second quarter results and to discuss the 2003 business outlook on Thursday, July 31, 2003, at 11 a.m. ET. To join the web cast, log on to http://www.bowne.com. To access the call via telephone, please dial 800-203-1112 (domestic) or (719) 457-0820 (international) and ask for the Bowne teleconference.

Bowne & Co., Inc., established in 1775, is a global leader in delivering high-value document management solutions that empower our clients’ communications.

• Bowne Financial Print, the world’s largest financial printer, offers the most comprehensive array of transactional and compliance-related services to create, manage, translate and distribute mission-critical documents. Within this segment, Bowne Enterprise Solutions provides digital printing and electronic delivery of personalized communications, enabling clients to strengthen their customer relationships and increase market leadership.

• Bowne Business Solutions delivers a full array of business process outsourcing services in word processing, desktop publishing, information technology, litigation resource management and office document services.

• Bowne Global Solutions offers a broad range of globalization/localization services to help companies adapt communications developed in one country to meet the social, cultural and business requirements for successful distribution in another.

Bowne & Co. Inc., www.bowne.com, combines all of 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.

[Tables follow]

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BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Statements of Operations
(unaudited)

			For the Periods Ended June 30,
(in thousands, except per share information)			Quarter						Year-to-Date
			2003			2002			2003			2002
Revenue			$	307,741		$	313,267		$	563,464		$	552,951
Expenses:
		Cost of revenue		208,244			199,966			381,900			355,184
		Selling and administrative		74,061			81,519			144,242			147,355
		Depreciation		9,923			10,754			20,114			21,318
		Amortization		891			430			1,837			860
		Restructuring, integration and asset impairment charges		9,617			—			14,809			—
				302,736			292,669			562,902			524,717
Operating income				5,005			20,598			562			28,234
Interest expense				(2,639	)		(1,850	)		(4,972	)		(3,107	)
Other (expense) income, net				(1,495	)		184			(558	)		459
Income (loss) before income taxes				871			18,932			(4,968	)		25,586
Income tax (expense) benefit				(613	)		(7,871	)		973			(10,977	)
Net income (loss)			$	258		$	11,061		$	(3,995	)	$	14,609
Total earnings (loss) per share:
	Basic		$	0.01		$	0.33		$	(0.12	)	$	0.44
	Diluted		$	0.01		$	0.31		$	(0.12	)	$	0.41
Average shares outstanding:
	Basic			33,632			33,493			33,608			33,401
	Diluted			34,828			35,196			34,713			34,945
Dividends per share			$	0.055		$	0.055		$	0.11		$	0.11

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BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Balance Sheets

			June 30,		December 31,
(in thousands)			2003		2002
			(unaudited)
Assets
Cash and marketable securities			$	19,168	$	34,695
Accounts receivable, net				243,228		176,984
Inventories				22,653		19,555
Prepaid expenses and other current assets				25,699		30,599
		Total current assets		310,748		261,833
Property, plant and equipment, net				145,374		151,557
Goodwill and other intangibles, net				273,458		267,959
Other assets				34,070		23,053
		Total assets	$	763,650	$	704,402
Liabilities and Stockholders’ Equity
Current portion of long-term debt and short-term borrowings			$	4,815	$	497
Accounts payable and accrued liabilities				175,794		178,997
		Total current liabilities		180,609		179,494
Long-term debt				190,170		142,708
Deferred compensation and other				51,858		45,880
Stockholders’ equity				341,013		336,320
	Total liabilities and stockholders’ equity		$	763,650	$	704,402

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BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Statements of Cash Flows
(unaudited)

		Six Months Ended June 30,
(in thousands)		2003			2002
Cash flows from operating activities:
	Net (loss) income	$	(3,995	)	$	14,609
	Depreciation and amortization		21,951			22,178
	Asset impairment charges and other non-cash charges		249			—
	Changes in other assets and liabilities, net of non-cash transactions		(67,657	)		(43,931	)
Net cash used in operating activities			(49,452	)		(7,144	)
Cash flows from investing activities:
	Purchase of property, plant and equipment		(13,248	)		(15,774	)
	Other		993			524
Net cash used in investing activities			(12,255	)		(15,250	)
Cash flows from financing activities:
	Proceeds from borrowings		144,078			196,521
	Payment of debt		(94,289	)		(178,639	)
	Proceeds from stock options exercised		759			2,607
	Payment of dividends		(3,696	)		(3,673	)
Net cash provided by financing activities			46,852			16,816
Net decrease in cash and cash equivalents		$	(14,855	)	$	(5,578	)
Cash and Cash Equivalents—beginning of period			32,881			27,769
Cash and Cash Equivalents—end of period		$	18,026		$	22,191

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BOWNE & CO., INC.
(NYSE: BNE)
Segment Information
(unaudited)

Information regarding the operations of each business segment is set forth below. Performance is evaluated based on several factors, of which the primary financial measures are segment profit and segment profit less depreciation expense. Segment profit is defined as gross margin (revenue less cost of revenue) less selling and administrative expenses, plus the Company’s equity share of income (losses) associated with a joint venture investment in the outsourcing segment. Segment performance is evaluated exclusive of interest, income taxes, amortization, certain shared corporate expenses, restructuring, integration and asset impairment charges, other expenses and other income. Therefore, this information is presented in order to reconcile to income (loss) before income taxes. The Corporate/Other category includes (i) corporate expenses for shared administrative, legal, finance and other support services which are not directly attributable to the operating segments, (ii) restructuring, integration and asset impairment charges, and (iii) other expenses and other income.

	For Periods Ended June 30,
(in thousands)	Quarter						Year-to-Date
	2003			2002			2003			2002
Revenues:
Financial Printing	$	183,418		$	227,772		$	321,985		$	381,674
Outsourcing		64,293			60,136			128,314			117,858
Globalization		60,030			25,359			113,165			53,419
	$	307,741		$	313,267		$	563,464		$	552,951
Segment profit:
Financial Printing		22,501			35,163			33,347			53,667
Outsourcing		3,757			4,302			6,555			8,338
Globalization		3,789			(2,952	)		6,307			(2,729	)
Corporate/Other (see detail below)		(15,723	)		(4,547	)		(24,254	)		(8,405	)
		14,324			31,966			21,955			50,871
Depreciation expense:
Financial Printing		6,833			7,873			13,958			15,709
Outsourcing		1,009			982			2,022			2,027
Globalization		1,666			1,358			3,305			2,500
Corporate/Other		415			541			829			1,082
		9,923			10,754			20,114			21,318
Segment profit less depreciation:
Financial Printing		15,668			27,290			19,389			37,958
Outsourcing		2,748			3,320			4,533			6,311
Globalization		2,123			(4,310	)		3,002			(5,229	)
Corporate/Other		(16,138	)		(5,088	)		(25,083	)		(9,487	)
		4,401			21,212			1,841			29,553
Amortization		(891	)		(430	)		(1,837	)		(860	)
Interest		(2,639	)		(1,850	)		(4,972	)		(3,107	)
Income (loss) before income taxes	$	871		$	18,932		$	(4,968	)	$	25,586
Corporate/Other (by type):
Shared corporate expenses	$	(4,391	)	$	(4,731	)	$	(8,400	)	$	(8,864	)
Other (expense) income, net		(1,715	)		184			(1,045	)		459
Restructuring charges, integration costs and asset impairment charges		(9,617	)		—			(14,809	)		—
	$	(15,723	)	$	(4,547	)	$	(24,254	)	$	(8,405	)

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BOWNE & CO., INC.
(NYSE: BNE)
Supplemental Information
(unaudited)

During the first quarter of 2003, the Company changed the way it reports and evaluates segment information. The Company now reports certain administrative, legal, finance, and other support services which are not directly attributable to the segments in the category “Corporate/Other”. These costs had previously been allocated to the individual operating segments. The prior year’s segment information has been restated to conform to the current year’s presentation.

	First Quarter 2002						Second Quarter 2002						Third Quarter 2002						Fourth Quarter 2002						Total 2002
				As						As						As						As						As
(in thousands)	Restated			Reported			Restated			Reported			Restated			Reported			Restated			Reported			Restated			Reported
Revenues:
Financial Printing	$	153,902		$	153,902		$	227,772		$	227,772		$	130,205		$	130,205		$	126,390		$	126,390		$	638,269		$	638,269
Outsourcing		57,722			57,722			60,136			60,136			57,940			57,940			58,088			58,088			233,886			233,886
Globalization		28,060			28,060			25,359			25,359			26,011			26,011			51,741			51,741			131,171			131,171
	$	239,684		$	239,684		$	313,267		$	313,267		$	214,156		$	214,156		$	236,219		$	236,219		$	1,003,326		$	1,003,326
Segment profit:
Financial Printing		18,504			15,069			35,163			31,734			8,503			4,776			4,399			2,133			66,569			53,712
Outsourcing		4,036			3,644			4,302			3,477			3,543			2,601			3,761			3,413			15,642			13,135
Globalization		223			(83	)		(2,952	)		(3,429	)		(1,723	)		(2,341	)		11			(575	)		(4,441	)		(6,428	)
Corporate/Other		(3,858	)		275			(4,547	)		184			10,183			15,470			(20,242	)		(17,042	)		(18,464	)		(1,113	)
		18,905			18,905			31,966			31,966			20,506			20,506			(12,071	)		(12,071	)		59,306			59,306
Depreciation expense:
Financial Printing		7,836			7,895			7,873			8,054			7,253			7,287			6,114			6,002			29,076			29,238
Outsourcing		1,045			1,350			982			1,243			961			1,246			1,020			1,297			4,008			5,136
Globalization		1,142			1,319			1,358			1,457			1,277			1,500			1,803			2,012			5,580			6,288
Corporate/Other		541			—			541			—			542			—			374			—			1,998			—
		10,564			10,564			10,754			10,754			10,033			10,033			9,311			9,311			40,662			40,662
Segment profit less depreciation:
Financial Printing		10,668			7,174			27,290			23,680			1,250			(2,511	)		(1,715	)		(3,869	)		37,493			24,474
Outsourcing		2,991			2,294			3,320			2,234			2,582			1,355			2,741			2,116			11,634			7,999
Globalization		(919	)		(1,402	)		(4,310	)		(4,886	)		(3,000	)		(3,841	)		(1,792	)		(2,587	)		(10,021	)		(12,716	)
Corporate/Other		(4,399	)		275			(5,088	)		184			9,641			15,470			(20,616	)		(17,042	)		(20,462	)		(1,113	)
		8,341			8,341			21,212			21,212			10,473			10,473			(21,382	)		(21,382	)		18,644			18,644
Amortization		(430	)		(430	)		(430	)		(430	)		(430	)		(430	)		(727	)		(727	)		(2,017	)		(2,017	)
Interest		(1,257	)		(1,257	)		(1,850	)		(1,850	)		(1,844	)		(1,844	)		(2,176	)		(2,176	)		(7,127	)		(7,127	)
(Loss) income before income taxes	$	6,654		$	6,654		$	18,932		$	18,932		$	8,199		$	8,199		$	(24,285	)	$	(24,285	)	$	9,500		$	9,500
Corporate/Other by (type):
Shared corporate expenses	$	(4,133	)	$	—		$	(4,731	)				$	(5,287	)				$	(3,200	)				$	(17,351	)	$	—
Other income (expense), net		275			—			184						19,075						(1,269	)					18,265			—
Restructuring charges, integration costs and asset impairment charges		—			—			—			—			(3,605	)		—			(15,773	)		—			(19,378	)		—
Total	$	(3,858	)	$	—		$	(4,547	)	$	—		$	10,183		$	—		$	(20,242	)	$	—		$	(18,464	)	$	—

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BOWNE & CO., INC.
(NYSE: BNE)
PRO FORMA INCOME INFORMATION
(unaudited)

Pro forma supplemental income information, which is not prepared in accordance with generally accepted accounting principles, excludes restructuring, integration and asset impairment charges, as shown below. The Company believes that 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)			2003		2002		2003			2002
Net income (loss)			$	258	$	11,061	$	(3,995	)	$	14,609
Add back:
Restructuring, integration and asset impairment charges, net of proforma tax effect (1)				6,136		—		9,658			—
Net earnings, pro forma			$	6,394	$	11,061	$	5,663		$	14,609
Earnings (loss) per share:
		Basic	$	0.01	$	0.33	$	(0.12	)	$	0.44
		Diluted	$	0.01	$	0.31	$	(0.12	)	$	0.41
Earnings per share—pro forma:
	Basic		$	0.19	$	0.33	$	0.17		$	0.44
	Diluted		$	0.18	$	0.31	$	0.16		$	0.41
	Basic			33,632		33,493		33,608			33,401
	Diluted			34,828		35,196		34,713			34,945

(1) In 2003, the restructuring, integration and asset impairment charges of $14.8 million year to date and $9.6 million for the second quarter are netted with a pro forma tax benefit of $5.1 million and $3.5 million, respectively.

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