-----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, GJ9Y7i0DJH/3mAiy0qLNx8YnyQqPTL3vLfSaV1AXBLdmQrB7SwKHxnNEsEm2snWZ VokT2RVkUbaVIDpwC9HFbA== 0001104659-03-007599.txt : 20030429 0001104659-03-007599.hdr.sgml : 20030429 20030429172505 ACCESSION NUMBER: 0001104659-03-007599 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030425 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030429 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: 1934 Act SEC FILE NUMBER: 001-13279 FILM NUMBER: 03670369 BUSINESS ADDRESS: STREET 1: 21900 BURBANK BLVD CITY: WOODLAND HILLS STATE: CA ZIP: 91367-7456 BUSINESS PHONE: 8189923000 MAIL ADDRESS: STREET 1: 21900 BURBANK BLVD CITY: WOODLAND HILLS STATE: CA ZIP: 91367-7456 8-K 1 j0041_8k.htm 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):  April 25, 2003

 

UNOVA, INC.

(Exact name of registrant as specified in charter)

 

Delaware

 

001-13279

 

95-4647021

(State or other jurisdiction of incorporation)

 

(Commission file number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

21900 Burbank Boulevard
Woodland Hills, California
www.unova.com

 

91367-7418

(Address of principal executive offices and internet site)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code: (818) 992-3000

 

 



 

Item 7.          Financial Statements and Exhibits

 

(c)                                  The following exhibit is filed as part of this report:

 

Exhibit                   Description

 

99.1                         Press Release issued by UNOVA, Inc., dated April 25, 2003.

 

Item 9. Regulation FD Disclosure

 

The following information is being furnished pursuant to Item 12 of Form 8-K “Results of Operations and Financial Condition” and is included under this Item 9 in accordance with SEC Release No. 33-8216 (March 23, 2003).

 

On April 25, 2003, UNOVA, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2003. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

 

2



 

SIGNATURE

 

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/ Michael E. Keane

 

 

 

Michael E. Keane

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

 

April 29, 2003

 

3


EX-99.1 3 j0041_ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Michael E. Keane: (818) 992-3020 or David S. Brooks: (818) 992-2872

 

UNOVA Announces First Quarter 2003 Results

 

                  Intermec achieves double-digit percent sales growth on a comparable quarter basis for the third successive quarter

                  Industrial Automation Systems (IAS) backlog shows first quarterly improvement in more than three years

                  Net debt of $20.9 million represents another record low

 

WOODLAND HILLS, CA – April 25, 2003 – UNOVA, Inc. (NYSE: UNA; www.unova.com) today announced financial results for the first quarter 2003.

 

UNOVA reported 2003 first quarter revenues of $273.7 million and a net loss of $14.9 million, or ($0.25) per share, compared to revenues of $292.4 million and a net loss of $18.2 million, or ($0.32) per share for the first quarter 2002.

 

2003 first quarter results include $1.0 million of special charges related to the IAS restructuring and the relocation of UNOVA headquarters. 2002 first quarter results included $4.7 million in special charges related to a loss on the sale of a non-core industrial business.

 

UNOVA’s net debt (defined as total debt less cash) decreased $25.5 million to $20.9 million during the first quarter 2003, primarily due to positive cash generation from operations.

 

“We are pleased with Intermec’s growth and its ability to translate growth to superior bottom-line performance,” said Larry Brady, Chairman and CEO. “Both our business segments are producing results beyond what we might expect in this weak economy and we continue to use those results to drive cash flows.”

 

Automated Data Systems (ADS)

 

Intermec Technologies reported revenues of $162.9 million and a segment operating profit of $9.0 million for the quarter, compared to $140.3 million and a segment operating loss of $0.7 million for the 2002 first quarter.

 

The majority of product revenue improvement came from the core ‘Systems and Solutions’ business, which grew 27 percent. Geographically, the strongest performance was in international markets, where Europe grew at 31 percent and the rest of the world

 



 

grew at 71 percent. Approximately $7.0 million of the revenue increase on a comparable quarter basis is due to changes in foreign currency exchange rates.

 

Profit improvement was the result of the volume increase and continuing productivity improvement. Gross margin improved by more than two points and selling, general and administrative costs decreased four points versus the comparable first quarter 2002.

 

First-quarter ADS product and service operating margins were 5.5 percent, the highest in more than three years. Coupled with annualized capital utilization turns of 5.5 times during the quarter, pre-tax return on capital utilized at ADS for the quarter exceeded 30 percent.

 

The quarter was marked by several important wireless product developments. One of the nation’s largest convention centers, the new 1.8-million square foot Mandalay Bay Convention Center in Las Vegas, selected Intermec’s 802.11b wireless access points for wireless connectivity to exhibitors and visitors. Intermec also introduced the industry’s first wireless access point with an embedded RADIUS authentication server for enhanced security and network administration.

 

Intermec also launched its new rugged Tablet PC, the CT60, powered by Microsoft Windows XP Tablet PC Edition.

 

Industrial Automation Systems (IAS)

 

The Company will now report the results of the former Integrated Production Systems (IPS) and Advanced Manufacturing Equipment (AME) segments as the Industrial Automation Systems (IAS) segment due to the previously announced merger of AME with the Company’s Lamb operations.

 

Accordingly, the IAS segment, comprising Lamb Machining Systems, Lamb Body & Assembly, Cincinnati Machine and Landis, reported revenues of $110.8 million and an operating loss of $10.4 million for the first quarter 2003, compared to revenues of $152.1 million and a loss of $0.1 million for the 2002 first quarter.

 

Backlog was $239.1 million at March 31, 2003, approximately $4 million greater than at December 31, 2002, representing the first sequentially positive improvement in three and one-half years.

 

Corporate Developments

 

During the quarter, the Company announced that Allen J. Lauer, CEO of Varian, Inc., joined its board of directors.

 

UNOVA is a leading supplier of mobile computing and wireless network products for non-office applications and of manufacturing systems technologies primarily for the automotive and aerospace industries.

 

2



 

# # #

 

www.unova.com UNA-223

 

(Forward-looking Statements)

 

Certain forward-looking statements in this release (as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934) relate to matters that are not historical facts. They include, but are not limited to, statements about management’s belief that the market for automated data collection and mobile computing equipment will continue to grow in a weak economic environment, the Company’s ability to continue to reduce its costs and the Company’s ability to realize its intentions with respect to the future performance of its business operations, including its ability to match operating costs to weak market conditions, and its ability to successfully complete the merger and consolidation of its industrial automation operations. Such forward-looking statements involve and are dependent upon certain risks and uncertainties. These include, but are not limited to, the following which are beyond the Company’s control: the presence of competitors with greater financial and other resources, technological changes and developments, renewed capital spending among automotive and aerospace companies, the Company’s ability to successfully secure contracts from automotive and aerospace companies or their suppliers, and other risks and uncertainties described more fully in the Company’s filings with the Securities and Exchange Commission.

 

UNOVA, INC. FIRST QUARTER 2003 - EARNINGS CONFERENCE CALL

 

UNOVA, Inc. will hold a conference call on Monday, April 28 at 10:30 am Eastern time to review financial results from the first quarter 2003, hosted by UNOVA Chairman and CEO Larry D. Brady and UNOVA CFO Michael E. Keane. The dial-in number is 1-(484)-630-4544; passcode = UNOVA. The call will also be broadcast on the Internet via a link from the investor’s Web page at UNOVA’s Web site. Approximately two hours after the call, and for approximately 15 days after the call, a playback can be heard 24-hours a day by dialing 1-(402)-998-1179.

 

3



 

UNOVA, INC.

(amounts in thousands, except per share amounts)

 

 

 

Three Months Ended
March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS (Preliminary)

 

 

 

 

 

 

 

 

 

 

 

Sales and Service Revenues

 

$

273,667

 

$

292,381

 

Costs and Expenses

 

 

 

 

 

Cost of sales and service

 

197,210

 

217,366

 

Selling, general and administrative

 

77,715

 

73,942

 

Depreciation and amortization

 

7,165

 

9,002

 

Special charges

 

998

 

4,688

 

Total Costs and Expenses

 

283,088

 

304,998

 

Operating Loss

 

(9,421

)

(12,617

)

Interest, net

 

(3,862

)

(5,541

)

Loss before Income Taxes

 

(13,283

)

(18,158

)

Provision for Income Taxes

 

(1,600

)

 

Net Loss

 

$

(14,883

)

$

(18,158

)

 

 

 

 

 

 

Basic and Diluted Loss per Share

 

$

(0.25

)

$

(0.32

)

 

 

 

 

 

 

Shares Used in Computing
Basic and Diluted Loss per Share

 

58,413

 

57,547

 

 

 

 

 

 

 

SELECTED SEGMENT INFORMATION (Preliminary)

 

 

 

 

 

 

 

 

 

 

 

Sales and Service Revenues

 

 

 

 

 

 

 

 

 

 

 

Automated Data Systems

 

$

162,882

 

$

140,325

 

Industrial Automation Systems

 

110,785

 

152,056

 

Total Sales and Service Revenues

 

$

273,667

 

$

292,381

 

 

 

 

 

 

 

Operating Loss

 

 

 

 

 

 

 

 

 

 

 

Segment Operating Profit (Loss)

 

 

 

 

 

Automated Data Systems

 

$

9,002

 

$

(734

)

Industrial Automation Systems

 

(10,399

)

(72

)

Total Segment Operating Profit (Loss)

 

(1,397

)

(806

)

Corporate and Other

 

(7,026

)

(7,123

)

Special Charges

 

(998

)

(4,688

)

Operating Loss

 

$

(9,421

)

$

(12,617

)

 

4



 

UNOVA, INC.

CONSOLIDATED BALANCE SHEETS (Preliminary)

(amounts in thousands)

 

 

 

March 31,
2003

 

December 31,
2002

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

187,627

 

$

178,269

 

Accounts receivable, net

 

293,601

 

341,171

 

Inventories, net of progress billings

 

139,962

 

138,468

 

Deferred tax assets

 

74,311

 

78,612

 

Other current assets

 

11,359

 

9,247

 

 

 

 

 

 

 

Total Current Assets

 

706,860

 

745,767

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

120,896

 

126,936

 

 

 

 

 

 

 

Goodwill and Other Intangibles, Net

 

75,411

 

75,345

 

 

 

 

 

 

 

Deferred Tax Assets

 

107,710

 

103,559

 

 

 

 

 

 

 

Other Assets

 

66,306

 

73,174

 

 

 

 

 

 

 

Total Assets

 

$

1,077,183

 

$

1,124,781

 

 

 

 

 

 

 

Liabilities and Shareholders' Investment

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued expenses

 

$

277,631

 

$

286,715

 

Payroll and related expenses

 

62,290

 

72,211

 

 

 

 

 

 

 

Total Current Liabilities

 

339,921

 

358,926

 

 

 

 

 

 

 

Long-term Obligations

 

208,500

 

224,700

 

 

 

 

 

 

 

Other Long-term Liabilities

 

125,191

 

123,257

 

 

 

 

 

 

 

Shareholders' Investment

 

 

 

 

 

Common stock

 

587

 

586

 

Additional paid-in capital

 

674,954

 

674,715

 

Retained deficit

 

(253,182

)

(238,299

)

Accumulated other comprehensive loss

 

(18,788

)

(19,104

)

 

 

 

 

 

 

Total Shareholders' Investment

 

403,571

 

417,898

 

 

 

 

 

 

 

Total Liabilities and Shareholders' Investment

 

$

1,077,183

 

$

1,124,781

 

 

5



 

UNOVA, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS (Preliminary)

Three Months Ended March 31, 2003

(amounts in thousands)

 

Cash and Cash Equivalents at Beginning of Period

 

$

178,269

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

Net Loss

 

(14,883

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

Depreciation and amortization

 

7,165

 

Changes in working capital and other operating activities

 

33,723

 

Net Cash Provided by Operating Activities

 

26,005

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

Capital expenditures

 

(4,387

)

Other investing activities

 

3,959

 

Net Cash Used in Investing Activities

 

(428

)

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

Repayment of long-term obligations

 

(16,200

)

Other financing activities

 

(19

)

Net Cash Used in Financing Activities

 

(16,219

)

 

 

 

 

Resulting Increase in Cash and Cash Equivalents

 

9,358

 

 

 

 

 

Cash and Cash Equivalents at End of Period

 

$

187,627

 

 

6


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