-----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, VZKgz2IDI2RNZlcgTlklYzoqyhpNmg9ZcPeAB1v10K2OrjyffTHt0edVG28YHde5 QoFiIVJtK/jOuXy+GZhj3A== 0001047469-98-008060.txt : 19980302 0001047469-98-008060.hdr.sgml : 19980302 ACCESSION NUMBER: 0001047469-98-008060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980128 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980227 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOVA INC CENTRAL INDEX KEY: 0001044590 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 954647021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13279 FILM NUMBER: 98552824 BUSINESS ADDRESS: STREET 1: 380 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3108882500 MAIL ADDRESS: STREET 1: 380 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 8-K 1 FORM 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) JANUARY 28, 1998 UNOVA, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 001-13279 95-4647021 (STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER JURISDICTION NUMBER) IDENTIFICATION NO.) OF INCORPORATION) 360 NO. CRESCENT DRIVE, BEVERLY HILLS, CALIFORNIA 90210 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 888-2500 Item 5. OTHER EVENTS. The Registrant announced on January 28, 1998 its preliminary results for the three months and year ended December 31, 1997, as more fully set forth in Exhibit 99.1 filed herewith. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) and (b) No financial statements are required to be filed with this report. (c) The following exhibits are filed with this report: EXHIBIT NUMBER DESCRIPTION 99.1 Press Release of the Company issued January 28, 1998 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. UNOVA, INC. By: /s/ Charles A. Cusumano ---------------------- Charles A. Cusumano Vice President, Finance Dated: February 27, 1998 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE - --------------------- Contact: Dirk Koerber (310) 888-2575 UNOVA ANNOUNCES RESULTS FOR 1997 FOURTH QUARTER AND FULL YEAR BEVERLY HILLS, Calif. - January 28, 1998 -- UNOVA, Inc. (NYSE:UNA) today announced results for the 1997 fourth quarter and the full year. The new industrial technologies company began trading publicly in November 1997 when its business activities were spun off from Western Atlas Inc. (NYSE:WAI). Revenues for 1997 grew to $1.43 billion, a 23 percent increase over the $1.16 billion reported for fiscal year 1996. Operating income, prior to a one-time contract charge, grew by 18 percent from $99.6 million in 1996 to $117.2 million in 1997. On an after-tax basis, the Company reported a net loss of $171.4 million for 1997, or $3.17 per share, compared with net earnings of $42.0 million, or $0.78 per share in 1996. The net loss in 1997 was the result of one-time acquisition related charges. These charges were primarily associated with the expense of acquired in-process research and development, comprising $203.3 million related to the acquisitions of Norand Corporation and United Barcode Industries, and $8.2 million resulting from the acquisition of radio frequency identification (RFID) technology. Exclusive of one-time charges, earnings per share would have increased to $0.83. Calculated under the requirements of newly effective Statement of Financial Accounting Standards No. 128, "Earnings Per Share", basic and diluted per share amounts are the same for all periods presented. Revenues for the fourth quarter of 1997 decreased to $332.1 million from the reported $350.2 million in the same quarter a year ago. Net earnings in the fourth quarter were negatively impacted by one-time charges to expense acquired in-process R&D and the costs of a long-term contract related to wireless RFID technology the Company - more - purchased from IBM Corporation. The $13.0 million after-tax charge resulted in a fourth quarter net loss of $5.6 million, or $0.10 per share. This compares to net earnings of $14.1 million, or $0.26 per share, in the 1996 fourth quarter. "This past year has been a repositioning period for us," said Alton J. Brann, Chairman and CEO of UNOVA. "We successfully completed our spin-off from Western Atlas, establishing UNOVA as an independent public corporation. We doubled the size of Intermec Technologies, our Automated Data Systems business, with two major acquisitions, making us the second largest competitor in this market. In addition, we completed 1997 with record profits in our Industrial Automation Systems segment. "While we are not yet at the end of the process of integrating the acquired businesses into Intermec," continued Brann, "we believe we now have the size, technology, products, internal structure and distribution network that should enable us to accelerate our growth and improve our operational performance as we move further into 1998. "Our Industrial Automation Systems operations again demonstrated their competitiveness by setting new performance records in 1997, although bookings slowed as several customers moved the startup of new projects into 1998. This is expected to result in an interim decline in quarterly revenues and operating income which began in the second half of 1997 and is not anticipated to improve until later in 1998," added Brann. INDUSTRIAL AUTOMATION SYSTEMS During the fourth quarter, UNOVA's Lamb Technicon division delivered its first "modular" engine part manufacturing system to a new Chrysler Corporation engine plant in Detroit. This modular concept enabled Lamb to install and certify the system in record time. The equipment will be used to produce a new 4.7-liter engine for Chrysler's 1999 Grand Cherokee. Implementation efficiencies by UNOVA's divisions on this and other contracts saved Chrysler almost $10 million of capital investments in 1997, as documented through the car maker's prestigious S.C.O.R.E. (Supplier Cost Reduction Effort) process. The achievement earned the UNOVA divisions a citation of merit from Chrysler. - more - Further refinements to the modular design process will allow Lamb to significantly reduce design, engineering and installation times for new systems, thus lowering working capital requirements while improving project throughput and effective capacity at the Company's existing facilities. The European Lamb divisions won a contract to build a diesel engine production line at a major automaker's new facility in Poland. The line will incorporate Lamb Honsberg's new dual-spindle Mach I-TM- CNC machining technology for greater manufacturing flexibility and productivity. The Company's precision grinding operations introduced new products that open the semiconductor wafer manufacturing industry as a market for UNOVA. Several Japanese silicon wafer producers purchased UNOVA equipment for evaluation in processing next-generation 300-millimeter wafers. Based on successful beta tests with these systems, the Company plans to accelerate the commercialization of this new product line and introduce several additional systems in 1998. UNOVA completed the acquisition of Goldcrown Machinery, Inc., in the fourth quarter and integrated it into its Industrial Automation Systems segment. The acquired activities broaden the Company's grinding systems line and provide access to non-automotive markets. AUTOMATED DATA SYSTEMS Intermec Technologies established its new divisional structure for the combined activities of Intermec, Norand and UBI in the fourth quarter of 1997. Three product divisions and four sales organizations were created to allow for more targeted product development and better market support, while the integrated manufacturing organization will benefit from the cost savings of volume procurement and production. Just prior to year end, UNOVA acquired from IBM an innovative RFID technology that will allow its Intermec division to develop an entirely new product line which could significantly expand the use of automated data collection equipment and systems. The product line would comprise tags or labels that offer memory for data storage and wireless data transmission capability, as well as the related equipment to - more - read, write and transmit that data. This wireless technology has important competitive advantages. Information stored on a tag or label can be updated or changed at any time; and the data transmission does not require a direct line of sight between the tag and the read/write equipment. Earlier in the quarter, UNOVA announced that it had provided $10 million in capital to Amtech Corporation to support a planned R&D alliance between Intermec and Amtech for the development of RFID technology. In exchange, UNOVA received 2.2 million shares, representing 13 percent of Amtech's common stock. UNOVA, a $1.43 billion industrial technologies company, is a leading participant in the automated data collection and manufacturing technology markets. The Company is headquartered in Beverly Hills, California, and serves the global market from its engineering and manufacturing operations in North America and Europe. # # # THE COMPANY CAUTIONS READERS THAT, IN ADDITION TO THE HISTORICAL INFORMATION COVERED IN THIS RELEASE, INCLUDED ARE CERTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION THAT ARE BASED ON MANAGEMENT'S BELIEFS AS WELL AS ON ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT. SUCH STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS WHICH COULD CAUSE THE COMPANY'S FUTURE RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS MADE BY, OR ON BEHALF OF, THE COMPANY. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, FLUCTUATIONS IN THE STRENGTH OF THE AUTOMOTIVE MARKET; TECHNOLOGICAL DEVELOPMENTS, PARTICULARLY IN THE ADC/MOBILE COMPUTING SYSTEM INDUSTRY; COMPETITIVE CONDITIONS; THE AVAILABILITY AND COST OF MATERIALS AND SUPPLIES; RELATIONS WITH THE COMPANY'S EMPLOYEES; THE COMPANY'S ABILITY TO MANAGE ITS OPERATING COSTS AND TO INTEGRATE ACQUIRED BUSINESSES IN AN EFFECTIVE MANNER; GENERAL ECONOMIC CONDITIONS; GOVERNMENTAL REGULATIONS; AND RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. ANY FORWARD-LOOKING STATEMENTS SHOULD BE CONSIDERED IN LIGHT OF THESE FACTORS, MANY OF WHICH ARE BEYOND THE COMPANY'S ABILITY TO CONTROL OR PREDICT. READERS ARE CAUTIONED NOT TO PUT UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS. THE COMPANY DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. WWW.UNOVA.COM UNA-121 UNOVA, INC. SALES AND SERVICE REVENUES AND OPERATING PROFIT BY BUSINESS SEGMENT (PRELIMINARY) THREE MONTHS AND YEAR ENDED DECEMBER 31, 1997 AND 1996 (THOUSANDS OF DOLLARS)
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------ -------------------------- 1997 1996 1997 1996 ---------- ---------- ----------- ----------- SALES AND SERVICE REVENUES Industrial Automation Systems $ 156,707 $ 249,821 $ 789,771 $ 797,426 Automated Data Systems 175,436 100,359 636,476 367,256 ---------- ---------- ----------- ----------- Total Sales and Service Revenues $ 332,143 $ 350,180 $ 1,426,247 $ 1,164,682 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- SEGMENT OPERATING PROFIT Industrial Automation Systems $ 20,063 $ 22,587 $ 94,611 $ 69,496 Automated Data Systems * (7,245) 8,724 9,077 30,124 ---------- ---------- ----------- ----------- Subtotal 12,818 31,311 103,688 99,620 Acquired In-Process Research and Development (8,200) (211,500) Unallocated Expenses (8,344) (5,788) (23,898) (22,473) Interest, Net (3,918) (1,980) (16,689) (7,111) ---------- ---------- ----------- ----------- Earnings (Loss) before Taxes on Income (7,644) 23,543 (148,399) 70,036 Taxes on Income 2,050 (9,417) (22,968) (28,014) ---------- ---------- ----------- ----------- Net Earnings (Loss) $ (5,594) $ 14,126 $ (171,367) $ 42,022 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Basic and Diluted Earnings (Loss) per Share $ (0.10) $ 0.26 $ (3.17) $ 0.78 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Shares Used in Computing Basic and Diluted Earnings (Loss) per Share 54,395,396 53,891,534 54,056,243 53,891,534 * Amounts for 1997 include a contract loss associated with the purchase of RFID technology.
UNOVA, INC. CONSOLIDATED AND COMBINED BALANCE SHEETS (PRELIMINARY) (THOUSANDS OF DOLLARS)
DECEMBER 31, DECEMBER 31, 1997 1996 ------------ ------------- ASSETS Current Assets Cash and cash equivalents $ 13,685 $ 149,467 Accounts receivable, net 448,079 394,572 Inventories less progress billings 150,537 94,452 Deferred tax assets 106,694 53,636 Other current assets 30,072 3,664 ------------ ------------- Total Current Assets 749,067 695,791 Property, Plant and Equipment, Net 157,680 132,508 Goodwill and Other Intangibles, Net 366,098 178,810 Other Assets 83,513 66,684 ------------ ------------- Total Assets $ 1,356,358 $ 1,073,793 ------------ ------------- ------------ ------------- LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities Accounts payable $ 311,759 $ 242,168 Payrolls and related expenses 72,909 50,567 Notes payable and current portion of long-term obligations 86,645 27,461 Due to Western Atlas Inc. 109,574 ------------ ------------- Total Current Liabilities 471,313 429,770 ------------ ------------- Long-term Obligations 216,938 14,507 ------------ ------------- Deferred Taxes and Other Long-term Liabilities 78,618 55,008 ------------ ------------- Shareholders' Investment Common stock 545 Additional paid-in capital 603,743 Accumulated deficit (8,041) Cumulative currency translation adjustment (6,758) Investment by Western Atlas Inc. 574,508 ------------ ------------- Total Shareholders' Investment 589,489 574,508 ------------ ------------- Total Liabilities and Shareholders' Investment $ 1,356,358 $ 1,073,793 ------------ ------------- ------------ -------------
UNOVA, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (PRELIMINARY) Year Ended December 31, 1997 (thousands of dollars) Cash and Cash Equivalents at Beginning of Year $ 149,467 ---------- Cash Flows from Operating Activities: Net loss (171,367) Adjustments to reconcile net loss to net cash provided by operating activities: Charges for acquired in-process research and development 211,500 Depreciation and amortization 40,672 Changes in working capital and other operating activities (39,849) ---------- Net Cash Provided by Operating Activities 40,956 ---------- Cash Flows from Investing Activities: Acquisition of businesses, net of cash acquired (400,754) Capital expenditures (30,310) Other investing activities (9,583) ---------- Net Cash Used in Investing Activities (440,647) ---------- Cash Flows from Financing Activities: Proceeds from borrowings 243,938 Net transactions with Western Atlas Inc. 190,338 Due to Western Atlas Inc. (109,574) Repayment of long-term obligations (62,847) Other financing activities 2,054 ---------- Net Cash Provided by Financing Activities 263,909 ---------- Resulting in Decrease in Cash and Cash Equivalents (135,782) ---------- Cash and Cash Equivalents at End of Year $ 13,685 ---------- ----------
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