-----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, P9rZJtotSK65fv8uK4YfkySYhItxztQqT1hB9vchRup9fv36nL0/VocbhC+kYOoW fRW77NO6YlzLETRqmhtZGQ== 0001157523-04-010205.txt : 20041102 0001157523-04-010205.hdr.sgml : 20041102 20041102073031 ACCESSION NUMBER: 0001157523-04-010205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOVA INC CENTRAL INDEX KEY: 0001044590 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] 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: 041111598 BUSINESS ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 BUSINESS PHONE: 425-265-2400 MAIL ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 8-K 1 a4756306.txt UNOVA 8-K UNITED STATES 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): November 02, 2004 UNOVA, INC. (Exact name of registrant as specified in its charter) Delaware 001-13279 95-4647021 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) file number) Identification Number) 6001 36th Avenue West 98203-1264 Everett, Washington (Zip Code) www.unova.com ------------- (Address of principal executive offices and Internet site) Registrant's telephone number, including area code: (425) 265-2400 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On November 02, 2004, UNOVA, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. Item 9.01 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 November 02, 2004. 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 November 2, 2004 EX-99.1 2 a4756306ex991.txt PRESS RELEASE EXHIBIT 99.1 UNOVA Announces Third Quarter 2004 Results EVERETT, Wash.--(BUSINESS WIRE)--Nov. 2, 2004--UNOVA, Inc. (NYSE:UNA): -- UNOVA reports EPS of $0.10 -- Intermec product and service revenues increased by more than 16%, driven by Systems and Solutions growth of 25% over prior-year quarter -- IAS segment profit exceeds projections -- Cash increases $20 million during quarter UNOVA, Inc. (NYSE:UNA) today announced financial results for its third fiscal quarter, which ended September 30, 2004. UNOVA reported third quarter revenues of $316.7 million and net earnings of $5.9 million, or $0.10 per share, compared to 2003 third quarter revenues of $278.0 million and a net loss of ($1.3) million, or ($0.02) per share. The prior year revenues included a settlement for an intellectual property (IP) dispute regarding its smart battery patents, the terms of which are confidential. Earnings from continuing operations for the third quarter of 2004 were $6.5 million, or $0.11 per share compared to $4.1 million, or $0.07 per share for the same prior-year period. Loss from discontinued operations in the third quarter was ($0.6) million as compared to a loss of ($5.5) million in the comparable period of 2003. Segment operating profit from continuing operations was $17.4 million for the third quarter of 2004, compared to an operating profit of $15.8 million for the same prior year period. The prior year performance included a $9.2 million positive impact on segment operating profit from IP settlements. Segment operating profit from product and service revenues increased $10.9 million, or 167 percent, in the third quarter of 2004 compared to the same prior-year period. "We are encouraged by our achievements in growth, profitability and cash flows," said Larry D. Brady, Chairman and CEO. "The strategies we outlined in late 2003 are proving successful and producing results." Corporate expenditures for the third quarter reflected a peak in incremental spending for outside resources and independent audit fees related to compliance with the internal control provisions of Sarbanes-Oxley Section 404. These increased expenditures were offset by an income tax benefit of $1.2 million reflecting recognition of certain tax credits and deferred tax assets during the quarter. The Company's cash and cash equivalent position, including the $50 million classified as restricted cash, increased to $211.4 million as of September 30, 2004. The restricted cash is required by the Company's new credit facility until the Company's bonds due in March 2005 are retired. The positive cash flow during the quarter is primarily attributed to operating results and collections on contract deliveries in the IAS segment. Total debt remained unchanged at $208.5 million. Automated Data Systems (ADS) In the third quarter of 2004, revenues at the Company's ADS segment, comprising Intermec Technologies, were $194.8 million, representing a 9 percent increase in revenues over the comparable prior-year quarter. The prior-year quarter included the effect of an IP settlement. Product and service revenues for the third quarter of 2004 increased more than 16 percent. The ADS segment recorded a $17.1 million operating profit for the third quarter of 2004, compared to an operating profit of $22.2 million, which included $9.2 million of operating profit from the IP settlement, for the third quarter of 2003. The third quarter of 2004 includes $3.7 million of incremental research and development expenses compared to the prior-year quarter. Operating margins for ADS product and service revenues were 8.8 percent in the third quarter of 2004, including the impact of the incremental research and development expenses, compared to 7.7 percent for the prior-year quarter. All major product and service revenue categories grew over the comparable 2003 quarter. This was primarily led by Systems and Solutions revenue growth of 25 percent. Geographically, North America revenues achieved an increase of 14 percent over the comparable prior-year period. Revenues in EMEA increased 9 percent, revenues in Asia Pacific increased 48 percent and Latin America revenues increased 68 percent. Industrial Automation Systems (IAS) The IAS segment reported third quarter 2004 revenues of $121.9 million and an operating profit of $0.3 million. IAS revenues increased 23 percent over the comparable quarter of 2003. These results compare to third quarter 2003 revenues of $99.3 million and an operating loss of ($6.4) million. Backlog for all IAS businesses was $237.6 million as of September 30, 2004, compared to $266.4 million at December 31, 2003. The reduction of the backlog primarily reflects the progress completed to date on the order to supply a complete engine machining and assembly system for Hyundai Motor's Alabama plant. About UNOVA 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. www.unova.com (Forward-looking Statement) 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 the Company's ability to continue to improve profit in both its business segments, reduce expenses, and improve efficiency, leverage its research and development investment to drive significant future revenue, and the ability to continue operational improvement and year over year growth. Such forward-looking statements involve and are dependent upon certain risks and uncertainties. These include, but are not limited to, other risks and uncertainties described more fully in the Company's filings on Form 10-K and 10-Q with the Securities and Exchange Commission. UNOVA, INC. THIRD QUARTER 2004 - EARNINGS CONFERENCE CALL UNOVA, Inc. will hold a conference call on November 2, 2004 at 7:00 a.m. Pacific / 10:00 a.m. Eastern Standard time to review financial results from its third quarter of fiscal year 2004, hosted by UNOVA Chief Executive Officer, Larry D. Brady; Chief Financial Officer, Michael E. Keane; Intermec President, Thomas O. Miller, Industrial Automation Systems President, Robert T. Smith and UNOVA Director of Investor Relations, Kevin P. McCarty. The dial-in number for participants is 888-787-0198 (Pass code is "UNOVA"). The call also will be broadcast live on the Internet under the investor information section of the UNOVA Web site at www.unova.com. UNOVA, INC. (Unaudited, amounts in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, ------------------- ------------------- 2004 2003 2004 2003 -------- -------- -------- -------- CONSOLIDATED STATEMENTS OF OPERATIONS (Preliminary) Sales and Service Revenues $316,733 $278,024 $918,616 $821,734 Costs and Expenses Cost of sales and service 221,170 185,036 623,415 564,417 Selling, general and administrative 81,792 76,479 239,701 226,033 Depreciation and amortization 4,299 6,249 13,693 19,651 Special charges 927 988 1,569 2,933 -------- -------- -------- -------- Total Costs and Expenses 308,188 268,752 878,378 813,034 -------- -------- -------- -------- Operating Profit From Continuing Operations 8,545 9,272 40,238 8,700 Interest, net (3,189) (3,133) (9,443) (10,172) -------- -------- -------- -------- Earnings (Loss) From Continuing Operations Before Taxes 5,356 6,139 30,795 (1,472) Provision (Benefit) for income taxes (1,163) 2,000 7,979 6,200 -------- -------- -------- -------- Earnings (Loss) From Continuing Operations 6,519 4,139 22,816 (7,672) Loss from discontinued operations, net of tax (616) (5,474) (728) (9,346) -------- -------- -------- -------- Net Earnings (Loss) $ 5,903 $ (1,335) $ 22,088 $(17,018) ======== ======== ======== ======== Basic Earnings (Loss) per Share Continuing operations $ 0.11 $ 0.07 $ 0.38 $ (0.13) Discontinued operations (0.01) (0.09) (0.01) (0.16) -------- -------- -------- -------- Net earnings (loss) per share $ 0.10 $ (0.02) $ 0.37 $ (0.29) ======== ======== ======== ======== Diluted Earnings (Loss) per Share Continuing operations $ 0.11 $ 0.07 $ 0.37 $ (0.13) Discontinued operations (0.01) (0.09) (0.01) (0.16) -------- -------- -------- -------- Net earnings (loss) per share $ 0.10 $ (0.02) $ 0.36 $ (0.29) ======== ======== ======== ======== Shares Used in Computing Earnings (Loss) per Share Basic 60,631 58,970 60,408 58,621 Diluted 62,098 60,830 62,079 58,621 SELECTED SEGMENT INFORMATION (Preliminary) Sales and Service Revenues Automated Data Systems $194,814 $178,721 $574,398 $520,643 Industrial Automation Systems 121,919 99,303 344,218 301,091 -------- -------- -------- -------- Total Sales and Service Revenues $316,733 $278,024 $918,616 $821,734 ======== ======== ======== ======== Operating Profit (Loss) From Continuing Operations Segment Operating Profit (Loss) Automated Data Systems $ 17,084 $ 22,177 $ 60,729 $ 52,674 Industrial Automation Systems 277 (6,419) (1,819) (22,850) -------- -------- -------- -------- Total Segment Operating Profit 17,361 15,758 58,910 29,824 Corporate and Other (7,889) (5,498) (17,103) (18,191) Special Charges (927) (988) (1,569) (2,933) -------- -------- -------- -------- Operating Profit From Continuing Operations $ 8,545 $ 9,272 $ 40,238 $ 8,700 ======== ======== ======== ======== UNOVA, INC. CONSOLIDATED BALANCE SHEETS (Preliminary) (Unaudited, amounts in thousands) September 30, December 31, 2004 2003 ---------- ---------- Assets Current Assets Cash and cash equivalents $ 161,379 $ 238,447 Restricted cash 50,000 - Accounts receivable, net 326,774 275,594 Inventories, net of progress billings 146,734 132,324 Deferred tax assets 67,199 71,229 Assets held for sale 19,639 23,840 Other current assets 12,530 19,513 ---------- ---------- Total Current Assets 784,255 760,947 Property, Plant and Equipment, Net 73,144 77,292 Goodwill and Other Intangibles, Net 74,992 75,639 Deferred Tax Assets 123,730 111,820 Other Assets 56,197 65,119 ---------- ---------- Total Assets $1,112,318 $1,090,817 ========== ========== Liabilities and Shareholders' Investment Current Liabilities Accounts payable and accrued expenses $ 253,246 $ 265,626 Payroll and related expenses 45,050 54,893 Current portion of long-term obligations 108,500 - ---------- ---------- Total Current Liabilities 406,796 320,519 Long-term Obligations 100,000 208,500 Other Long-term Liabilities 143,310 130,970 Shareholders' Investment Common stock 610 605 Additional paid-in capital 698,475 690,745 Retained deficit (235,478) (257,566) Accumulated other comprehensive loss (1,395) (2,956) ---------- ---------- Total Shareholders' Investment 462,212 430,828 ---------- ---------- Total Liabilities and Shareholders' Investment $1,112,318 $1,090,817 ========== ========== UNOVA, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Preliminary) Nine Months Ended September 30, 2004 (Unaudited, amounts in thousands) Cash and Cash Equivalents at Beginning of Period $ 238,447 Cash Flows from Operating Activities: Net earnings 22,088 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation and amortization 13,693 Changes in working capital and other operating activities (61,388) --------- Net Cash Used in Operating Activities (25,607) --------- Cash Flows from Investing Activities: Capital expenditures (9,229) Other investing activities 4,640 --------- Net Cash Used in Investing Activities (4,589) --------- Cash Flows from Financing Activities: Cash restricted for repayment of debt (50,000) Stock options exercised 2,836 Other financing activities 292 --------- Net Cash Used in Financing Activities (46,872) --------- Resulting Decrease in Cash and Cash Equivalents (77,068) --------- Cash and Cash Equivalents at End of Period $ 161,379 ========= CONTACT: UNOVA, Inc. Michael E. Keane, 425-265-2402 mkeane@unova.com or Kevin P. McCarty, 425-265-2472 kmccarty@unova.com -----END PRIVACY-ENHANCED MESSAGE-----