R.H. Donnelley Reshapes Company.
PURCHASE, N.Y.--(BUSINESS WIRE)--April 27, 2000
Bell Atlantic to Buy Out Contract from Donnelley;
Relationship with Sprint Extended through 2010;
Cincinnati Proprietary Directory Sold to Yellow Book
Other Planned Actions Include Overhead Cost Reductions and
Significant Share Repurchase Share Repurchase
A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued. Increase
R.H. Donnelley Corporation (NYSE NYSE
See: New York Stock Exchange :RHD Noun 1. RHD - a paramilitary group of Protestants in Northern Ireland that tries to prevent any political settlement with the Irish Republic; attacks interests of Catholic civilians in Northern Ireland; responsible for arson and bombing and murder ), the nation's largest independent marketer of yellow pages advertising, today announced a comprehensive set of strategic actions that will fundamentally reshape the company to focus on its DonTech and Sprint businesses, improve its earnings base, create a more efficient cost structure, and provide a strong financial springboard for growth.
Central among these strategic actions, Donnelley and Bell Atlantic have agreed to a buy out of the New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of State sales agency contracts. Donnelley has also extended its relationship with Sprint and sold its Cincinnati Proprietary Directory to Yellow Book.
The company estimates that the buy out of the Bell Atlantic contract and the other actions will result in a one-time cash inflow in·flow
1. The act or process of flowing in or into: an inflow of water; an inflow of information.
2. of approximately $125 million consisting of the buy out and sale proceeds and recovery of working capital, net of severance The act of dividing, or the state of being divided.
The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when costs, transaction and other related costs, and taxes. The company also expects to recognize a one-time accounting gain of approximately $60 million after taxes and a one-time operating income Operating Income
The profit realized from a business' own operations.
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. benefit of approximately $25 million as a result of different revenue recognition associated with the new Sprint arrangement, both to be recorded in the second quarter.
Excluding the one-time impacts of these actions, which include the net gain and the additional operating income mentioned above, the company anticipates achieving EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. slightly in excess of $1.80 for the year. Looking beyond 2000, the company expects these actions to be significantly accretive to earnings.
The after-tax net proceeds Net Proceeds
The amount received after all costs are deducted from the sale of a piece of property or security.
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from these transactions, combined with expected free cash flow from ongoing operations, will be applied to drive shareholder value and fund growth. Specifically, the company intends to spend up to $100 million on share repurchases over the next 18 to 24 months. In addition, the company intends to continue at current level of funding for its high potential growth initiative, Get Digital SmartSM. The remaining proceeds will be used to reduce debt.
Commenting on this announcement, Frank R. Noonan, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. said, "The actions we are announcing today strengthen R. H. Donnelley
The R. H. Donnelley Company was founded in 1886 by Reuben Hamilton Donnelley as The Chicago Directory Company. and position us for continued growth. We are now solidly focused on our long-term yellow pages businesses, which include our perpetual PERPETUAL. That which is to last without limitation as to time; as, a perpetual statute, which is one without limit as to time, although not expressed to be so. joint venture with DonTech and our extended relationship with Sprint. We are cutting costs which, when fully implemented, will essentially offset the lost income from Bell Atlantic. And finally, we will have a stronger financial position with $125 million in cash which we will use to buy back our stock, fund growth and repay debt."
Specifics of the strategic actions include:
-- Donnelley has signed a letter of intent with Bell Atlantic to mutually terminate the New York State sales agency contracts with Bell Atlantic Directory Group. The contract was to extend to 2005. In connection with this termination, certain Donnelley employees together with leased real estate facilities and related assets will be transferred to Bell Atlantic. The transaction is expected to close by the end of May 2000.
Mr. Noonan commented on the transaction, "While we have enjoyed an excellent relationship with Bell Atlantic over the years, our company and the markets we serve have changed dramatically since the last negotiation of our contract. As we assessed our core strengths and our most promising market opportunities, we concluded that this strategic change would strengthen our company. Making this transition now facilitates a seamless transition both for our customers and for those Donnelley employees who will become employees of Bell Atlantic."
-- Donnelley has extended its business relationship with Sprint Corporation through the year 2010. The extended arrangement between Donnelley and Centel Directory Company, a subsidiary of Sprint, modifies a partnership and replaces an existing sales agency agreement that were both set to expire expire /ex·pire/ (ek-spi´er)
1. to exhale.
2. to die.
1. To breathe one's last breath; die.
2. To exhale. in 2004. The new arrangement focuses Donnelley's responsibilities on sales and publishing services and establishes Donnelley as the exclusive sales agent for electronic / Internet directory products for Centel as well as print directories. The arrangement covers all markets currently served jointly by Donnelley and Sprint with the exception of Orlando, Florida The city of Orlando is a major city in central Florida and is the county seat of Orange County, Florida. According to the 2000 census, the city population was 185,951. A 2006 U.S. , which is covered by a separate agreement. As a result of the new agreement, revenue is recognized at the time of sale, rather than at directory publication. This will result in a one-time operating income benefit of $25 million. In 2001, operating income is expected to return to normal run rates.
-- Donnelley has entered into a definitive agreement to sell its only remaining proprietary directory operation, the Cincinnati One Book Yellow Pages(TM), to Yellow Book USA. Under the agreement, 47 Donnelley employees in Cincinnati will become employees of Yellow Book USA.
-- Donnelley is also continuing to take actions to improve its corporate cost structure. These actions include productivity enhancements and cost-cutting measures at its Raleigh, NC operation and reductions in corporate overhead consistent with the streamlined operating structure. The company will incur To become subject to and liable for; to have liabilities imposed by act or operation of law.
Expenses are incurred, for example, when the legal obligation to pay them arises. An individual incurs a liability when a money judgment is rendered against him or her by a court. severance and other costs associated with implementing the above actions.
-- In connection with the additional income and cash flow realized from these one-time actions, Donnelley intends to implement a new share repurchase plan share repurchase plan
A corporation's plan for buying back a predetermined number of its own shares in the open market. Institution of a share repurchase plan derives from management's view that the company has limited outside investment opportunities and of up to $100 million. Shares will be purchased on an opportunistic opportunistic /op·por·tu·nis·tic/ (op?er-tldbomacn-is´tik)
1. denoting a microorganism which does not ordinarily cause disease but becomes pathogenic under certain circumstances.
2. basis over the next 18 to 24 months. The repurchase re·pur·chase
tr.v. re·pur·chased, re·pur·chas·ing, re·pur·chas·es
To buy (something) again.
The act of buying something that one previously sold or owned.
Noun 1. will begin after the closing of the Bell Atlantic transaction and will be executed in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.
As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with our debt covenants. The new plan will replace the $25 million authorization The right or permission to use a system resource; the process of granting access. See access control. approved last December, of which $17 million has been spent to date.
Mr. Noonan commented further, "At the same time that we have been working on these strategic actions, we have kept a steady eye on the future by pushing ahead with our Internet initiative, Get Digital Smart. For more than a century, R.H. Donnelley has prospered by helping our customers grow their businesses. We are positioning Get Digital Smart to become the provider of choice for linking local businesses to targeted Internet services that can help them reach customers and improve profits. As the business world goes digital, we are presented with new opportunities to leverage our core strength and expand our services by unlocking the potential of the Internet for our customers."
Mr. Noonan concluded, "The actions we have announced today are designed to build a company capable of creating and sustaining superior value for shareholders. We have significantly strengthened our company and our financial profile. We can now turn our management attention and resources toward delivering the greatest value for shareholders by aggressively pursuing opportunities to enhance the value we deliver to customers."
In order to help investors understand R. H. Donnelley's financial profile including the announced actions, the company is providing projected income statements for the full year 2000 for three projected scenarios: "Run Rate ", "Reported Excluding One-time Income Items", and, "Reported". Please see Exhibit 1, attached.
R.H. Donnelley, headquartered in Purchase, N.Y., is the largest independent marketer of yellow pages advertising in the U.S. More information about R.H. Donnelley and Get Digital SmartSM can be found at www.rhd.com and at www.getdigitalsmart.com.
Safe Harbor Safe Harbor
1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.
2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Provision
Certain statements contained in this press release regarding R.H. Donnelley's future operating results or performance or business prospects and any other statements not constituting historical fact are "forward-looking statements forward-looking statement
A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " subject to the safe harbor created by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Where possible, the words "believe," "expect," "anticipate," "should," "planned," "estimated," "potential," "goal," "outlook," and similar expressions, as they relate to R.H. Donnelley or its management, have been used to identify such forward-looking statements. Without limiting the generality gen·er·al·i·ty
n. pl. gen·er·al·i·ties
1. The state or quality of being general.
2. An observation or principle having general application; a generalization.
3. of the foregoing, the financial information set forth in "Exhibit 1" constitute forward-looking statements. Regardless of any identifying phrases, these statements and all other forward-looking statements reflect only R.H. Donnelley's current beliefs and specific assumptions with respect to future business decisions and results, and are based on information currently available to R.H. Donnelley. Accordingly, the statements are subject to significant risks, uncertainties and contingencies Contingencies (ISSN 1048-9851) is the bimonthly magazine of the American Academy of Actuaries, providing a large and diverse readership with general interest and technical articles on a wide range of issues related to the actuarial profession. which could cause R.H. Donnelley's actual operating results, performance or business prospects (both in general and with respect to the Get Digital SmartSM initiative described herein) to differ from those expressed in, or implied by, these statements. Such risks, uncertainties and contingencies include the following: (1) loss of market share through competition; (2) uncertainties caused by the consolidation of the telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications. industry; (3) introduction of competing products or technologies by other companies, including those similar to the Internet services to be offered by Get Digital SmartSM; (4) complexity and uncertainty regarding the development and/or deployment of new high technology products, including the Internet services to be offered by Get Digital SmartSM; (5) difficulty or inability to successfully integrate the variety of products, technologies and services contemplated for Get Digital SmartSM into one comprehensive offering, and uncertainty regarding the acceptance rate of such an offering by the small business community; (6) pricing pressures from competitors and/or customers; (7) changes in the yellow pages industries and markets; (8) a sustained economic downturn Downturn
The transition point between a rising, expanding economy to a falling, contracting one.
A decline in security prices or economic activity following a period of rising or stable prices or activity. in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. ; and (9) The amount and timing of stock repurchases Stock repurchase
A firm's repurchase of outstanding shares of its common stock. will be subject to market conditions and compliance with the company's debt covenants.
R.H. DONNELLEY CORPORATION Exhibit 1 CONSOLIDATED STATEMENT OF INCOME (Unaudited) Amounts in millions, except earnings per share -------------2000 Projected--------------- Excluding One-Time 1999 Run-Rate (a) Income Items (b) Reported Actual Operating income: Directory Advertising Services (new) (c) $ 25 $ 27 $ 52 (e) $ 24.7 DonTech Partnership 128 128 128 123.5 Get Digital Smart (7) (7) (7) (1.3) General & corporate (new) (d) (12) (16) (16) (17.0) Total operating income $ 134 $ 132 $ 157 $ 129.9 Interest & other expense - net (28) (34) (f) (34) (f) (36.7) Gain from dispositions - net - - 100 (g) - Pre-tax income $ 106 $ 98 $ 223 $ 93.2 Tax (41) (38) (88) (38.0) Net income $ 65 $ 60 $ 135 $ 55.2 Earnings per diluted share (EPS): $ 1.98 $ 1.83 $ 4.12 $ 1.61 Shares used in computing diluted EPS: 32.8 (h) 32.8 (h) 32.8 (h) 34.2
R.H. DONNELLEY CORPORATION NOTES TO CONSOLIDATED STATEMENT OF INCOME
a. The "Run-Rate" column is a projection of earnings as if the announced transactions (Bell Atlantic, Sprint & Cincinnati) and cost-cutting actions had occurred as of January 1, 2000. Interest expense assumes estimated total proceeds of $125 million were applied to debt reduction as of that date.
b. The "Excluding One-Time Income Items" column includes partial year operating results from Bell Atlantic and Cincinnati up to their respective closing dates and full-year operating results from Sprint, Publishing Services, China and technology costs. This view excludes the net gain from the buy-out buy·out also buy-out
1. The purchase of the entire holdings or interests of an owner or investor.
2. The purchase of a company or business: of the Bell Atlantic contract, the sale of Cincinnati One Book, severance, transaction, other related costs and the estimated $25 million one-time operating income benefit relating to relating to relate prep → concernant
relating to relate prep → bezüglich +gen, mit Bezug auf +acc different revenue recognition associated with the new Sprint arrangement.
c. Directory Advertising Services (new) includes Sprint, Publishing Services, China and technology costs for the "Run-Rate" column. For all other columns, Bell Atlantic and Cincinnati results are included up to their respective closing dates in 2000 and for full-year 1999.
d. General and corporate (new) excludes previously allocated technology costs which are now included in Directory Advertising Services (new) for 1999 and 2000. In 1999, the amount of allocated technology costs previously included in general and corporate was $6.1 million.
e. Includes full-year operating results from Sprint, Publishing Services, China and technology costs, as well as the partial year operating results from Bell Atlantic and Cincinnati up to their respective closing dates. Also includes the estimated $25 million one-time operating income benefit relating to different revenue recognition associated with the new Sprint arrangement.
f. Assumes estimated total proceeds of $125 million applied to debt reduction during the second half of 2000.
g. Includes net gain from the buy-out of Bell Atlantic contract, sale of Cincinnati One Book, severance, transaction and other related costs.
h. Assumes completion of previously authorized au·thor·ize
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.
2. To give permission for; sanction: $25 million stock
buy back program by the end of second quarter 2000 (first
quarter spending of $17 million).