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ProQuest Company Reports 13 Percent Increase in Earnings for 2004

Fourth Quarter Revenue Increased 5 Percent and Earnings Increased 23 Percent

ANN ARBOR, Mich., Feb. 24 -- ProQuest Company , a leading publisher of information solutions for the education and automotive markets, reported increases in revenue and earnings from continuing operations for the 2004 fiscal year ended January 1, 2005.

"Both of our business segments had solid fourth quarter results. We had a strong close to the year and achieved 3 percent revenue growth for 2004," said Alan Aldworth, ProQuest Company's chairman and chief executive officer. "There were many positive developments in the fourth quarter including continued growth in our published products, improved library budgets, and the acquisition of Voyager Expanded Learning. In light of these developments, we expect solid results for 2005," Aldworth added.

Fourth Quarter Financial Results

* Revenue from continuing operations increased 5 percent to $126.7 million from $120.5 million in the prior year's fourth quarter.

* EBIT from continuing operations (earnings from continuing operations before interest and income taxes) increased 17 percent to $29.2 million from $25.0 million in the fourth quarter of 2003.

* EBITDA from continuing operations (earnings from continuing operations before interest, income taxes, depreciation and amortization) increased 21 percent to $48.9 million from $40.4 million in the fourth quarter of 2003.

* Earnings from continuing operations increased 23 percent to $16.8 million or $0.58 per fully diluted share versus $13.7 million or $0.48 per fully diluted share in the fourth quarter of fiscal 2003.

* Operating cash flow was $64.6 million versus $62.7 million in the prior year's fourth quarter.

* Expenditures for property, plant, equipment, product masters and software were $14.2 million versus $17.3 million in the prior year's fourth quarter.

* Free cash flow (operating cash flow less expenditures for property, plant, equipment, product masters and software) was $50.4 million compared to $45.4 million in the fourth quarter of fiscal 2003.

"In the fourth quarter, our published products continued to experience double-digit revenue growth and renewal rates were strong," said Kevin Gregory, senior vice president and chief financial officer of ProQuest Company. "While overall microfilm revenue declined, we had another quarter of increased microfilm backfile sales. Business Solutions revenue showed renewed growth in the fourth quarter, driven primarily by our performance management products," Gregory added.

Consolidated Full Year 2004 Financial Results

* Revenue from continuing operations increased 3 percent to $462.8 million compared to $451.1 million in fiscal 2003.

* EBIT from continuing operations (earnings from continuing operations before interest and income taxes) increased 8 percent to $96.2 million versus $89.2 million for fiscal 2003.

* EBITDA (earnings from continuing operations before interest, income taxes, depreciation and amortization) increased 12 percent to $167.2 million compared to $149.4 million for fiscal 2003.

* Earnings from continuing operations increased 13 percent to $52.7 million or $1.83 per fully diluted share versus $46.7 million or $1.64 per fully diluted share in fiscal 2003.

* Operating cash flow was $107.8 million compared to $108.0 million (excluding the 2003 tax court refund of $13.1 million) for fiscal 2003.

* Expenditures for property, plant, equipment, product masters and software were $66.8 million compared to $70.8 million in fiscal 2003.

* Free cash flow (operating cash flow less expenditures for property, plant, equipment, product masters and software, plus proceeds from fixed asset dispositions) was $41.9 million compared to $37.2 million (excluding the 2003 tax court refund of $13.1 million) for the prior year.

  Outlook and Guidance
  ProQuest expects results within the following parameters for fiscal 2005:

* Revenue of $590 million to $610 million. The significant year-over- year increase is primarily due to the recent acquisition of Voyager.

  *  Earnings per fully diluted share of $2.20 to $2.40.
  *  Free cash flow of 85 to 100 percent of net earnings.

  Basis of Presentation

As previously disclosed, ProQuest Company sold its powersports dealer management system business during the second quarter of 2004. As a result of the sale, and in accordance with generally accepted accounting principles (GAAP), income statement amounts for 2004 and 2003 have been adjusted to classify the results of this business as a discontinued operation.

The financial results in this press release are presented in accordance with GAAP, except for references to earnings from continuing operations before interest and income taxes (EBIT), which excludes interest, income taxes and discontinued operations; earnings from continuing operations before interest, income taxes, depreciation and amortization (EBITDA), which excludes interest, income taxes, depreciation and amortization and discontinued operations; and free cash flow. Reconciliations of non-GAAP amounts to the company's GAAP results follow, and can also be found on the ProQuest Company website at http://www.proquestcompany.com/ .

EBIT and free cash flow are key metrics used by ProQuest Company to assess the performance of its business segments. The company defines free cash flow as operating cash flow from continuing operations less expenditures for property, plant, equipment, product masters and software, plus proceeds from fixed asset dispositions. Free cash flow provides a measure of the company's cash flows after all operational expenditures. EBITDA provides useful information about how ProQuest Company's management assesses the company's ability to fund working capital items and capital expenditures as well as service and comply with the terms of its debt agreements. The company's ability to fund working capital items, fund capital expenditures and service debt in the future, however, may be affected by other operating or legal requirements.

About ProQuest Company

ProQuest Company is based in Ann Arbor, Mich., and is a leading publisher of information solutions for the education, automotive and power equipment markets. We provide products and services to our customers through two business segments: Information and Learning and Business Solutions. Through our Information and Learning segment, which primarily serves the education market, we collect, organize and publish content from a wide range of sources including newspapers, periodicals and books. Our Business Solutions segment is primarily engaged in the delivery in electronic form of comprehensive parts and service information to the automotive market. Its products transform complex technical data, like parts catalogs and service manuals, into easily accessed electronic information. For the world's automotive manufacturers and their dealer networks, ProQuest also secures business-to-business information and retail performance management services. ProQuest Company was recently named one of the nation's 200 best small companies by Forbes magazine, and one of the 100 fastest growing technology companies in the United States by Business 2.0 magazine.

                      PROQUEST COMPANY AND SUBSIDIARIES
                       RESULTS OF CONTINUING OPERATIONS
                     (In Millions, Except Per Share Data)

                                                Fourth Quarter Ended
                                        January 1,  % of  January 3,  % of
                                         2005 (1)  Sales   2004 (1)  Sales

  Net sales                                $126.7    100%    $120.5    100%
  Cost of sales                             (61.7)   (49%)    (56.0)   (46%)

  Gross profit                               65.0     51%      64.5     54%

  R&D expense                                (4.1)    (3%)     (5.3)    (4%)
  SG&A expense                              (26.1)   (21%)    (29.0)   (24%)
  Corporate expense                          (5.6)    (4%)     (6.0)    (5%)
  Other income                                 -       -        0.8      -

  Earnings from continuing operations
   before interest and income taxes          29.2     23%      25.0     21%

  Net interest expense:
    Interest income                           0.3      -        0.3      -
    Interest expense                         (4.4)    (3%)     (4.6)    (4%)
  Net interest expense                       (4.1)    (3%)     (4.3)    (4%)

  Earnings from continuing operations
   before income taxes                       25.1     20%      20.7     17%
  Income tax expense                         (8.3)    (7%)     (7.0)    (6%)
  Net earnings from continuing
   operations (1)                           $16.8     13%     $13.7     11%

  Shares (Basic)                           28.574            28.372
  Shares (Diluted)                         28.868            28.753
  EPS (Basic)                                0.59              0.48
  EPS (Diluted)                              0.58              0.48

(1) Amounts have been adjusted to exclude earnings from discontinued operations and a loss on sale of discontinued operations, as displayed below:

                                                Fourth Quarter Ended
                                           January 1, 2005   January 3, 2004
                                                   Diluted           Diluted
                                                     EPS               EPS
  Reported earnings                         $14.9   $0.52     $14.5   $0.51

  Earnings from discontinued operations,
   net                                          -       -      (0.8)  (0.03)
  Loss on sale of discontinued
   operations, net                            1.9    0.06         -       -

  Net earnings from continuing
   operations                               $16.8   $0.58     $13.7   $0.48

                      PROQUEST COMPANY AND SUBSIDIARIES
                       RESULTS OF CONTINUING OPERATIONS
                     (In Millions, Except Per Share Data)

                                                    Year to Date
                                         January 1,  % of  January 3,  % of
                                          2005 (1)  Sales   2004 (1)  Sales

  Net sales                                $462.8    100%    $451.1    100%
  Cost of sales                            (230.3)   (50%)   (222.0)   (49%)

  Gross profit                              232.5     50%     229.1     51%

  R&D expense                               (16.6)    (3%)    (18.4)    (4%)
  SG&A expense                             (104.8)   (23%)   (106.0)   (23%)
  Corporate expense                         (15.8)    (3%)    (16.3)    (4%)
  Other income (2)                            0.9      -        0.8      -

  Earnings from continuing operations
   before interest and income taxes          96.2     21%      89.2     20%

  Net interest expense:
    Interest income                           1.5      -        1.4      -
    Interest expense                        (17.9)    (4%)    (18.5)    (4%)
  Net interest expense                      (16.4)    (4%)    (17.1)    (4%)

  Earnings from continuing operations
   before income taxes                       79.8     17%      72.1     16%
  Income tax expense                        (27.1)    (6%)    (25.4)    (6%)
  Net earnings from continuing
   operations (1)                           $52.7     11%     $46.7     10%

  Shares (Basic)                           28.514            28.192
  Shares (Diluted)                         28.844            28.426
  EPS (Basic)                                1.85              1.66
  EPS (Diluted)                              1.83              1.64

(1) Amounts have been adjusted to exclude earnings from discontinued operations and a gain on sale of discontinued operations, as displayed below:

                                                    Year to Date
                                          January 1, 2005   January 3, 2004
                                                   Diluted           Diluted
                                                     EPS               EPS
  Reported earnings                        $67.0    $2.32    $49.8    $1.75

  Earnings from discontinued operations,
   net                                      (0.8)   (0.03)    (3.1)   (0.11)
  Gain on sale of discontinued
   operations, net                         (13.5)   (0.46)      -         -

  Net earnings from continuing
   operations                              $52.7    $1.83    $46.7    $1.64

(2) In 2004, this amount relates to a benefit from a reduction in storage units as a result of our efficiency initiatives.

Proceeds from units disposed of were $0.9 million. In 2003, the amount is primarily due to a fee received by PQBS from transitioning Micro Publishing business to another supplier.

                      PROQUEST COMPANY AND SUBSIDIARIES
                       RESULTS OF CONTINUING OPERATIONS
                                (In Millions)

                                            Fourth Quarter Ended
                                    Jan. 1,  % of  Jan. 3,  % of  Inc/(Dec)
                                      2005  Sales   2004   Sales   $     %
  Net sales

  ProQuest Information and Learning:
    Published Products                $36.6   45%   $28.6   38%  $8.0   28%
    General Reference Products         16.5   21%    18.1   24%  (1.6)  (9%)
    Traditional Products               24.3   30%    25.7   34%  (1.4)  (5%)
    Classroom Products                  3.3    4%     3.3    4%    -     0%
  Total ProQuest Information and
   Learning                           $80.7  100%   $75.7  100%  $5.0    7%

  ProQuest Business Solutions:
    Automotive Group                  $43.5   94%   $42.5   95%  $1.0    2%
    Power Equipment - Electronic        2.1    5%     1.8    4%   0.3   17%
    Other                               0.4    1%     0.3    1%   0.1   33%
    ProQuest Business Solutions        46.0  100%    44.6  100%   1.4    3%

    Exited Film Products                 -     -      0.2    -   (0.2)  NM
  Total ProQuest Business Solutions   $46.0  100%   $44.8  100%  $1.2    3%

  Total Net Sales                    $126.7  100%  $120.5  100%  $6.2    5%

  EBIT (1), (3)

  ProQuest Information and Learning   $18.4   14%   $17.5   15%  $0.9    5%
  ProQuest Business Solutions          16.4   13%    13.5   11%   2.9   21%
  Corporate / Other                    (5.6)  (4%)   (6.0)  (5%)  0.4    7%
  Total EBIT                          $29.2   23%   $25.0   21%  $4.2   17%

  EBITDA (2), (3)

  ProQuest Information and Learning   $36.3   29%   $31.3   26%  $5.0   16%
  ProQuest Business Solutions          18.0   14%    15.1   13%   2.9   19%
  Corporate / Other                    (5.4)  (4%)   (6.0)  (5%)  0.6   10%
  Total EBITDA                        $48.9   39%   $40.4   34%  $8.5   21%

  Other Data

  Capital expenditures & software
   spending                           $14.2   11%   $17.3   14% $(3.1)
  Debt                               $155.0        $191.3      $(36.3)

(1) EBIT is defined as earnings from continuing operations before interest and income taxes.

  (2) EBITDA is defined as EBIT plus depreciation and amortization.
  (3) See "Reconciliation of Non-GAAP Measures."

                      PROQUEST COMPANY AND SUBSIDIARIES
                       RESULTS OF CONTINUING OPERATIONS
                                (In Millions)

                                                 Year to Date
                                    Jan. 1,  % of  Jan. 3,  % of  Inc/(Dec)
                                     2005   Sales  2004   Sales   $     %
  Net sales

  ProQuest Information and
   Learning:
    Published Products              $120.1   41%   $95.9   34%  $24.2   25%
    General Reference Products        65.1   22%    73.0   26%   (7.9) (11%)
    Traditional Products              91.8   32%    97.2   35%   (5.4)  (6%)
    Classroom Products                13.6    5%    13.4    5%    0.2    1%
  Total ProQuest Information and
   Learning                         $290.6  100%  $279.5  100%  $11.1    4%

  ProQuest Business Solutions:
    Automotive Group                $162.7   94%  $160.7   94%   $2.0    1%
    Power Equipment - Electronic       8.2    5%     7.7    4%    0.5    6%
    Other                              1.3    1%     1.1    1%    0.2   18%
    ProQuest Business Solutions      172.2  100%   169.5   99%    2.7    2%

    Exited Film Products                -     -      2.1    1%   (2.1)  NM
  Total ProQuest Business Solutions $172.2  100%  $171.6  100%   $0.6   -

  Total Net Sales                   $462.8  100%  $451.1  100%  $11.7    3%

  EBIT (1), (3)

  ProQuest Information and Learning  $58.2   12%   $55.1   12%   $3.1    6%
  ProQuest Business Solutions         53.8   12%    50.4   11%    3.4    7%
  Corporate / Other                  (15.8)  (3%)  (16.3)  (3%)   0.5    3%
  Total EBIT                         $96.2   21%   $89.2   20%   $7.0    8%

  EBITDA (2), (3)

  ProQuest Information and Learning $122.4   26%  $109.8   24%  $12.6   11%
  ProQuest Business Solutions         60.3   13%    55.8   12%    4.5    8%
  Corporate / Other                  (15.5)  (3%)  (16.2)  (3%)   0.7    4%
  Total EBITDA                      $167.2   36%  $149.4   33%  $17.8   12%

  Other Data

  Capital expenditures & software
   spending                          $66.8   14%   $70.8   16%  $(4.0)

(1) EBIT is defined as earnings from continuing operations before interest and income taxes.

  (2) EBITDA is defined as EBIT plus depreciation and amortization.
  (3) See "Reconciliation of Non-GAAP Measures."

                      PROQUEST COMPANY AND SUBSIDIARIES
                          CONDENSED BALANCE SHEETS
                               (In Thousands)

                                   ASSETS

                                               January 1,        January 3,
                                                  2005              2004

  Cash and cash equivalents                       $4,313            $4,023
  Accounts receivable, net                        95,279            94,242
  Inventory, net                                   5,312             4,939
  Other current assets:
  Prepaid royalties                               17,793            15,188
  Other                                           32,340            27,847
  Total other current assets                      50,133            43,035

  Total current assets                           155,037           146,239

  Net property, plant, equipment and
   product masters                               199,997           180,745

  Long-term receivables                            8,084             5,106
  Goodwill                                       311,279           303,693
  Identifiable intangibles, net                   15,379             9,435
  Purchased and developed software, net           41,699            55,005
  Other assets                                    21,454            23,813

  Total assets                                  $752,929          $724,036

                    LIABILITIES AND SHAREHOLDERS' EQUITY

  Notes payable                                     $-                $300
  Current maturities of long-term debt             5,000               -
  Accounts payable                                49,364            49,156
  Accrued expenses                                34,281            39,428
  Current portion of monetized future
   billings                                       24,331            25,583
  Deferred income                                100,480           121,890

  Total current liabilities                      213,456           236,357

  Long-term debt, less current
   maturities                                    150,000           191,000
  Monetized future billings, less
   current portion                                36,197            46,835
  Other liabilities                               83,555            62,444

  Total long-term liabilities                    269,752           300,279

  Total shareholders' equity                     269,721           187,400

  Total liabilities and shareholders'
   equity                                       $752,929          $724,036

NOTE: Certain reclassifications to the 2003 balance sheets have been made to conform to the 2004 presentation.

                      PROQUEST COMPANY AND SUBSIDIARIES
                              CASH FLOW SCHEDULE
                                (In Thousands)

                                    Fourth Quarter Ended     Year to Date
                                      Jan. 1,   Jan. 3,   Jan. 1,   Jan. 3,
                                        2005      2004      2005      2004
  Operating activities:

  Earnings from operations             $14,908  $14,551   $66,992   $49,821
  Adjustments to reconcile net
   earnings to net cash provided
    by operating activities:
  (Gain)/loss on sale of discontinued
   operations, net                       1,854        -   (13,484)        -
  Gain on sale of fixed assets               -        -      (900)        -
  Depreciation and amortization         19,728   15,413    71,561    60,696
  Deferred income taxes                  4,784    5,820    21,894    22,735

  Changes in operating assets and
   liabilities, net of acquisitions:
  Accounts receivable, net              18,538   33,934      (174)    3,448
  Inventory, net                          (309)     340      (923)      167
  Other current assets                   6,114     (862)   (8,772)   (5,733)
  Long-term receivables                 (2,449)    (597)   (2,911)     (471)
  Other assets                          (2,687)  (1,283)   (2,916)     (623)
  Accounts payable                      10,898      528       623     4,647
  Accrued expenses                       6,718   (4,698)   (2,563)  (12,368)
  Deferred income                      (14,823)  (3,682)  (25,560)  (12,510)
  Other long-term liabilities              650    3,229     3,692        37
  Other, net                               695        6     1,257    (1,858)

  Net cash provided by operating
   activities before tax court refund   64,619   62,699   107,816   107,988

  Tax court refund                           -        -         -    13,090

  Net cash provided by operating
   activities                           64,619   62,699   107,816   121,078

  Investing activities:
  Expenditures for property, plant,
   equipment, product masters
  and software                         (14,146) (17,261)  (66,774)  (70,819)
  Proceeds from sale of fixed assets         -        -       900         -
  Acquisitions, net of cash acquired    (2,365)  (1,126)  (25,767)  (51,754)
  Purchases of equity investments
   available for sale                     (216)    (560)   (7,893)   (1,488)
  Proceeds from disposals of equity
   investments available for sale           90        -     4,261         -
  Costs associated with sale of
   discontinued operations                 (58)    (490)   (2,982)   (2,540)
  Proceeds from disposition of
   discontinued operations                   -        -    35,900         -

  Net cash used in investing
   activities                          (16,695) (19,437)  (62,355) (126,601)

  Financing activities:
  Net increase in short-term debt        4,919      297     4,614       218
  Proceeds from long-term debt          60,900   37,900   371,570   483,450
  Repayment of long-term debt         (105,500) (80,950) (412,570) (479,450)
  Debit issuance costs                    (395)       -      (395)        -
  Monetized future billings             (6,885)    (380)  (11,890)   (5,391)
  Repurchases of common stock           (1,846)       -    (3,566)   (1,328)
  Proceeds from exercise of stock
   options, net                          3,642      500     6,727    10,076

  Net cash (used in) provided by
   financing activities                (45,165) (42,633)  (45,510)    7,575

  Effect of exchange rate changes on
   cash                                    584     (461)      339       189

  Increase  in cash and cash
   equivalents                           3,343      168       290     2,241

  Cash and cash equivalents,
   beginning of period                     970    3,855     4,023     1,782

  Cash and cash equivalents, end of
   period                               $4,313   $4,023    $4,313    $4,023

NOTE: Certain reclassifications to the 2003 cash flow statements have been made to conform to the 2004 presentation.

                      PROQUEST COMPANY AND SUBSIDIARIES
                     RECONCILIATION OF NON-GAAP MEASURES
                                (In Millions)

  Reconciliations of non-GAAP measures to GAAP measures:

  EBITDA & EBIT
                                       Fourth Quarter Ended January 1, 2005
                                          PQIL     PQBS  Corp./Other  Total

   EBITDA                                 $36.3    $18.0    $(5.4)   $48.9
   Less: Depreciation & amortization      (17.9)    (1.6)    (0.2)   (19.7)
   EBIT                                   $18.4    $16.4    $(5.6)   $29.2
   Less:
   Net interest expense                                               (4.1)
   Income tax expense                                                 (8.3)
   Earnings from discontinued
    operations, net                                                     -
   Loss on sale of discontinued
    operations, net                                                   (1.9)
   Net earnings                                                      $14.9

  EBITDA & EBIT
                                       Fourth Quarter Ended January 3, 2004
                                          PQIL     PQBS  Corp./Other  Total

   EBITDA                                 $31.3    $15.1    $(6.0)   $40.4
   Less: Depreciation & amortization      (13.8)    (1.6)      -     (15.4)
   EBIT                                   $17.5    $13.5    $(6.0)   $25.0
   Less:
   Net interest expense                                               (4.3)
   Income tax expense                                                 (7.0)
   Earnings from discontinued
    operations, net                                                    0.8
   Loss on sale of discontinued
    operations, net                                                     -
   Net earnings                                                      $14.5

                                       Year to Date Ended January 1, 2005
                                          PQIL    PQBS  Corp./Other  Total

   EBITDA                                $122.4   $60.3   $(15.5)  $167.2
   Less: Depreciation & amortization      (64.2)   (6.5)    (0.3)   (71.0)
   EBIT                                   $58.2   $53.8   $(15.8)   $96.2
   Less:
   Net interest expense                                             (16.4)
   Income tax expense                                               (27.1)
   Earnings from discontinued
    operations, net                                                   0.8
   Gain on sale of discontinued
    operations, net                                                  13.5
   Net earnings                                                     $67.0

                                       Year to Date Ended January 3, 2004
                                          PQIL    PQBS  Corp./Other  Total

   EBITDA                                $109.8   $55.8   $(16.2)  $149.4
   Less: Depreciation & amortization      (54.7)   (5.4)    (0.1)   (60.2)
   EBIT                                   $55.1   $50.4   $(16.3)   $89.2
   Less:
   Net interest expense                                             (17.1)
   Income tax expense                                               (25.4)
   Earnings from discontinued
    operations, net                                                   3.1
   Gain on sale of discontinued
    operations, net                                                    -
   Net earnings                                                     $49.8

  FREE CASH FLOW
                                        Fourth Quarter
                                             Ended         Year to Date
                                        Jan. 1  Jan. 3   Jan. 1   Jan. 3
                                         2005    2004     2005     2004

  Net cash provided by operating
   activities                            $64.6   $62.7   $107.8   $121.1
  Expenditures for property, plant,
   equipment,
       product masters and software      (14.2)  (17.3)   (66.8)   (70.8)
  Proceeds from fixed assets
   disposition                              -       -       0.9       -
  Free cash flow                         $50.4   $45.4    $41.9    $50.3
  Less: Tax court refund                    -       -        -     (13.1)
  Free cash flow, net of tax court
   refund                                $50.4   $45.4    $41.9    $37.2

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