-----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, O8i/ynXwh3JRYN2FomwzpT9w/BZwO9iEpOEP/+fmaMGxFW9ZkoRDyORDXOfbU8HB Z0keMnJCjIEhAEDmtFwKiw== 0000864749-02-000029.txt : 20020425 0000864749-02-000029.hdr.sgml : 20020425 ACCESSION NUMBER: 0000864749-02-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020425 ITEM INFORMATION: Other events FILED AS OF DATE: 20020425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMBLE NAVIGATION LTD /CA/ CENTRAL INDEX KEY: 0000864749 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 942802192 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14845 FILM NUMBER: 02621458 BUSINESS ADDRESS: STREET 1: 645 N MARY AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: 4084818000 MAIL ADDRESS: STREET 1: 645 NORTH MARY AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94088 8-K 1 frm8k42502.txt FORM 8-K CURRENT REPORT - ITEM 5 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, 2002 (April 24, 2002) Trimble Navigation Limited (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation) 0-18645 (Commission File Number) 94-2802192 (IRS Employer I.D. No.) 645 N. Mary Ave. Sunnyvale, CA (Address of principal executive offices) 94088 (Zip Code) Registrant's telephone number, including area code: (408) 481-8000 Item 5. Other Events. On April 24, 2002, Trimble Navigation Limited, a California corporation, announced financial results for the quarter ended March 29, 2002. A copy of the press release dated April 24, 2002 relating to this announcement is attached as Exhibit 99.1 and is incorporated into this current report by reference. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. 99.1 Text of Company Press Release dated April 24, 2002. 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. TRIMBLE NAVIGATION LIMITED a California corporation Dated: April 25, 2002 By: /s/ Mary Ellen Genovese ------------------------------- Mary Ellen Genovese Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Text of Company Press Release dated April 24, 2002. EX-99.1 3 ex99.txt TEXT OF COMPANY PRESS RELEASE DATED APRIL 24, 2002 EXHIBIT 99.1 Trimble Announces Fiscal First Quarter Results Adjusted EPS Comes in Ahead of Previous Guidance SUNNYVALE, Calif., April 24, 2002 - Trimble (Nasdaq: TRMB) today announced results for the fiscal first quarter ended March 29, 2002. The Company reported first quarter revenues of $104.0 million, versus $117.9 million in the year ago quarter and $106.4 million in the fourth quarter of 2001. Earnings (loss) per share (EPS) for the first quarter on a Generally Accepted Accounting Principles (GAAP) basis were ($0.03) versus ($0.48) in the year ago quarter and ($0.26) in the fourth quarter of 2001. The adoption of FAS 142 concerning the non-amortization of goodwill and intangibles assets accounted for approximately $0.19 per share of additional earnings in the first quarter of 2002. Adjusted EPS for the first quarter of 2002 was $0.06 versus an adjusted loss of ($0.09) per share in the year ago quarter and adjusted EPS of $0.02 in the fourth quarter of 2001. Company guidance was for adjusted EPS between breakeven and $0.03. Adjusted EPS excludes any infrequent and acquisition related charges, being primarily goodwill and intangible amortization costs from acquisitions, and restructuring charges related to the Company's cost-cutting measures that are included when reporting on a GAAP basis. Adjusted EPS numbers were calculated on a diluted basis using 28.5 million shares. The Company anticipates it will continue to amortize intangible assets with definite lives at a rate of approximately $2 million per quarter when reporting on a GAAP basis. The effect of the goodwill non-amortization provisions of FAS 142 is expected to result in a substantial reduction in the difference between the Company's adjusted earnings and earnings on a GAAP basis. Trimble expects to continue to report adjusted earnings excluding acquisition-related costs to provide a consistent basis for financial comparisons. "Trimble continues to demonstrate the ability to maneuver through a challenging economic environment," said Steven W. Berglund, Trimble's president and CEO. "We lowered our revenue break-even point for the fourth consecutive quarter, and improved financial flexibility through a private equity offering and restructuring of the Company's subordinated debt." Berglund continued, "Trimble also launched new products targeted at emerging markets, including a miniature GPS board with advanced capabilities for wireless applications, and an Internet-based platform that will allow Trimble to sell commercial location-based services. Additionally, we teamed with other industry leaders to develop new products, distribution and market extensions in our construction, mobile solutions and geographic information systems businesses. We believe these developments will help position Trimble to build on its leadership position in current and emerging markets." Business Segment Highlights from the Fiscal First Quarter of 2002 Engineering and Construction (E&C) E&C profits increased by 19 percent over the year ago quarter and 16 percent over the fourth quarter of 2001. The increase was mainly due to higher gross margins generated from an increase in Global Positioning System (GPS) Virtual Reference Station (VRS(TM)) software sales. On March 15, Trimble and Caterpillar (NYSE: CAT) announced the signing of a definitive agreement to form Caterpillar Trimble Control Technologies LLC, a 50-50 joint venture for the development of next generation 3D control systems for the automation of heavy construction equipment. As part of the agreement, Trimble received an $11 million cash payment in connection with the transfer of certain technologies to the joint venture. The joint venture began operation on April 1. Trimble Mobile Solutions (TMS) TMS' revenue was down, reflecting the discontinuation of its satellite communications products and continued economic weakness in the U.S. and Latin America. Additionally, market demand has been trending towards a complete hardware and services solution utilizing wireless communications, GPS, applications software and the Internet. In anticipation of this trend, Trimble announced several important strategic initiatives relating to the emerging services part of its business. On March 7, Trimble launched the Telvisant(TM) Mobile Resource Management System, signaling the Company's entry into the wireless location-based services market and intent to begin actively marketing the solution. On March 19, Trimble announced an agreement with McNeilus Companies Inc., a subsidiary of OshKosh Truck Corporation (NASDAQ: OTRKB) and a leading manufacturer of ready-mix and refuse trucks in the U.S. Under the agreement, McNeilus will offer the Telvisant fleet management solution as a factory-installed or aftermarket option on McNeilus' ready-mix concrete trucks. Simultaneously, Trimble announced an agreement with Systech Inc., a leading enterprise software provider to the concrete and aggregate market, to integrate its Telvisant fleet management solution with Systech's ready-mix dispatch software to create an advanced automated truck tracking and dispatch solution for the ready-mix concrete industry. Components Technologies (CT) The weak economic environment and the lack of infrastructure spending by telecommunications companies continued to impact Trimble's CT business during the first quarter. However, results were stronger than anticipated as the group's efforts to further diversify and expand its customer base helped offset this weakness. On March 18, the Company announced that Grayson Wireless, a subsidiary of Allen Telecom (NYSE: ALN), selected Trimble's GPS time and frequency products for Grayson's Geometrix(R) wireless 911 caller location systems. Trimble Field Solutions (TFS) - Agriculture and Geographic Information Systems (GIS) Higher sales and profits were a result of seasonal strength in the Company's agriculture business, as well as strong demand for the recently introduced AgGPS(R) EZ-Guide(TM) system, an entry-level product that provides simple manual guidance to drivers of farm equipment. Also contributing to these results were increased sales of the AgGPS(R) Autopilot, which allows for hands-free guidance and control of tractors; and the GL700, a laser product used for land leveling and irrigation. On February 7, Trimble announced that Grimmway Farms, the world's largest carrot producer, awarded the Company a contract for its AgGPS Autopilot, a high-end system that uses GPS to automatically steer tractors in precise rows. On February 20, Trimble and ESRI, the leading developer of GIS software, announced a strategic alliance to develop "Mobile GIS" applications. On February 22, Trimble subsequently announced the first software product for the alliance, Trimble GPScorrect(TM), a software extension for ESRI's Arcpad 6.0 Mobile GIS software. Portfolio Technologies Portfolio Technologies revenue was softer than anticipated due to the postponement of a military order until the second quarter. Other Highlights On January 15, 2002 Trimble announced a second closing of its December 21, 2001 private equity placement, raising an additional $19.2 million under the original terms. On March 20, the Company announced the revision of its $84 million subordinated note with Thermo Electron Corporation (NYSE: TMO). As part of this agreement, Trimble immediately paid off accrued interest and debt of $21.2 million owed to Thermo Electron and issued it a warrant to purchase a maximum of 376,233 shares of common stock over a period of time, including the right to immediately exercise 200,000 shares at $15.11. In return, the note was extended until July 14, 2004 at a fixed interest rate of 10.4 percent. Berglund concluded, "During the quarter, we began to see some signs of market stabilization and encouraging customer activity. However, it is still early, and we believe the business environment remains challenging. We remain fiscally diligent and continue to pursue the initiatives designed to further improve our revenue and profitability this year, regardless of the economy." Guidance For the second quarter ending June 28, 2002, which is typically Trimble's strongest due to seasonal buying in the Engineering and Construction market, the Company expects revenues will be between $119 and $121 million. Gross margins are expected to be between 51 and 52 percent. Operating expenses, including approximately $2 million of amortization of goodwill, are expected to be approximately $50 million. Net interest expense is expected to be approximately $3.6 million, and income tax provision should be approximately $2 million. We anticipate other non-operating expense to be approximately $1.3 million. Within these guidelines, Trimble expects adjusted EPS to be between $0.22 and $0.28, assuming 29 million shares outstanding. Investor Conference Call / Webcast Details The Company will hold a conference call on Wednesday, April 24, 2002 at 8:00 AM Pacific Time to review its first quarter results. The conference call dial in number is (800) 528-9198 and the passcode is 971075. It will also be broadcast live on the web at http://www.trimble.com/investors.html. A replay of the call will be available for 48 hours beginning at 11:00 AM, Pacific Time. The replay number is (800) 642-1687, and the passcode is 971075. About Trimble Trimble is a leading innovator of Global Positioning System (GPS) technology. In addition to providing advanced GPS components, Trimble augments GPS with other positioning technologies, as well as wireless communications and software, to create complete customer solutions. Trimble's worldwide presence and unique capabilities position the Company for growth in emerging applications including surveying, automobile navigation, machine guidance, asset tracking, wireless platforms, and telecommunications infrastructure. Founded in 1978 and headquartered in Sunnyvale, Calif., Trimble has more than 2,000 employees in more than 20 countries worldwide. For an interactive look at Company news and products, visit Trimble's Web site at http://www.trimble.com Certain statements made in this press release are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward looking statements are subject to change, and actual results may differ from those set forth in this press release due to certain risks and uncertainties, including successful development and market acceptance of new product offerings, continued demand for existing products, continued integration of acquired companies, and successful collaborations with leading companies in key markets. Among other things, these results may not continue beyond the current quarter due to seasonal and economic trends and additional competitive issues that may have an adverse effect on the ongoing positioning and growth of the Company. These and other risks are detailed from time to time in reports filed with the SEC, including its quarterly reports on Form 10-Q and its annual report on Form 10-K. CONSOLIDATED BALANCE SHEET (In thousands) (Unaudited)
Mar 29, Dec 28, 2002 2001 ----------------- ----------------- Assets Current assets Cash and cash equivalents $ 33,021 $ 31,078 Accounts and other receivable, net 72,805 71,680 Inventories 53,487 51,810 Other current assets 7,482 6,536 ----------------- ----------------- Total current assets 166,795 161,104 Property and equipment, net 25,893 27,542 Goodwill and other purchase Intangible assets, net 215,596 220,304 Deferred income taxes 406 383 Other assets 9,842 10,062 ----------------- ----------------- Total Assets $ 418,532 $ 419,395 ================= ================= Liabilities and Shareholders' Equity Current liabilities Bank & other short-term borrowings $ 48,107 $ 40,025 Current portion of long-term debt 24,563 23,443 Accounts payable 21,046 21,494 Accrued compensation and benefits 16,687 13,786 Accrued liabilities 31,053 35,649 Income taxes payable 7,911 7,403 ----------------- ----------------- Total current liabilities 149,367 141,800 Noncurrent portion of long-term debt 97,067 127,097 Noncurrent portion of deferred gain 11,000 -- Deferred income tax 1,362 7,347 Other noncurrent liabilities 4,541 4,662 ----------------- ----------------- Total liabilities 263,337 280,906 ----------------- ----------------- Shareholders' equity Common stock 208,657 191,224 Accumulated deficit (34,534) (33,819) Accumulated other comprehensive loss (18,928) (18,916) Total shareholders' equity 155,195 138,489 ----------------- ----------------- Total liabilities and shareholders' equity $ 418,532 $ 419,395 ================= =================
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Three Months Ended -------------------------------------- Mar 29, Mar 30, 2002 2001 ----------------- -------------- Net cash provided (used) by operating activities 9,247 (3,553) Cash flows from investing activities: Acquisitions, net of cash acquired (2,158) (998) Acquisition of property and equipment (1,783) (2,134) Capitalized patents, software and intangibles (48) (318) ----------------- -------------- Net cash used in investing activities (3,989) (3,450) Cash flow from financing activities: Issuance of common stock 17,433 1,271 Collections of notes receivable 80 352 Proceeds from long-term debt and revolving credit lines 13,000 10,000 Payments on long-term debt and revolving credit lines (33,828) (1,498) ----------------- -------------- Net cash (used) provided by financing activities (3,315) 10,125 Net increase in cash and cash equivalents 1,943 3,122 Cash and cash equivalents - beginning of period 31,078 40,876 ----------------- -------------- Cash and cash equivalents - end of period $ 33,021 $ 43,998 ================= ============== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 7,287 $ 3,946 ================= ============== Income taxes, net of refunds $ 1,222 $ 178 ================= ==============
CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)
Three Months Ended ---------------------------------- Mar 29, Mar 30, 2002 2001 -------------- --------------- Revenue $104,029 $117,863 Cost of sales 49,696 60,363 -------------- --------------- Gross Margin 54,333 57,500 -------------- --------------- Gross Margin (%) 52.2% 48.8% -------------- --------------- Operating expenses: Research and development 15,038 15,819 Sales and marketing 22,127 28,141 General and administrative 10,798 9,392 Restructuring charges 304 1,724 Amortization of goodwill & other purchased intangibles 1,978 7,316 -------------- --------------- Total operating expenses 50,245 62,392 -------------- --------------- Operating income (loss) 4,088 (4,892) -------------- --------------- Non-operating income (expense): Interest expense, net (3,943) (5,717) Other expense, net 199 (333) Foreign exchange loss, net (59) (145) -------------- --------------- Total non-operating expense (3,803) (6,195) -------------- --------------- Income (loss) before taxes 285 (11,087) -------------- --------------- Income tax provision (benefit) 1,000 500 -------------- --------------- Net Loss $ (715) $ (11,587) ============== =============== Basic net loss per share $ (0.03) $ (0.48) ============== =============== Shares used in calculating basic net loss per share 27,959 24,219 ============== =============== Diluted net loss per share $ (0.03) $ (0.48) ============== =============== Shares used in calculating diluted net loss per share 27,959 24,219 ============== =============== Supplemental Data: Results from continuing operations excluding infrequent, and acquisition related adjustments: Income (loss) before taxes 285 (11,087) Infrequent & acquisition related charges Amortization of goodwill & other purchased intangibles 1,978 7,316 Restructuring charges 304 1,724 Loss on sale of business (Other expense) - 240 -------------- --------------- Total infrequent and acquisition related charges 2,282 9,280 -------------- --------------- Adjusted net income (loss) before taxes (1) 2,567 (1,807) Income tax provision 1,000 475 -------------- --------------- Adjusted net income(loss) (1) $ 1,567 $ (2,282) ============== =============== Shares used in calculating diluted adjusted net income per share 28,476 24,219 ============== =============== Diluted adjusted net income (loss) per share (1) $ 0.06 $ (0.09) ============== ===============
(1) Trimble's adjusted EPS may not be comparable to similarly titled measures as defined by other companies. TRIMBLE NAVIGATION LIMITED Summary Financial Information (Dollars in thousands, except per share data)
--------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- Fiscal Year 2002 2001 --------------------------------- ---------------------------------------------------------- --------------------------------- ---------------------------------------------------------- Quarters Ended Mar. 29 % of Rev Dec. 28 Sep. 28 Jun. 29 Mar. 30 ================================= ========================================================== ================================= ========================================================== - ----------------------------------------------------------------------------------------------------------------------------------- Income Statement Metrics --------------------------------------------------------------------------------------------- Total Revenue $ 104,029 100% $ 106,405 $ 117,437 $ 133,587 $ 117,863 --------------------------------------------------------------------------------------------- Engineering & Construction $ 68,410 66% $ 69,076 $ 74,221 $ 86,934 $ 73,713 Trimble Field Solutions $ 18,031 17% $ 14,532 $ 18,017 $ 18,963 $ 17,007 Component Technologies $ 10,025 10% $ 12,704 $ 12,602 $ 16,615 $ 16,162 Trimble Mobile Solutions $ 2,352 2% $ 3,491 $ 4,412 $ 2,963 $ 2,925 Portfolio Technologies $ 5,211 5% $ 6,602 $ 8,185 $ 8,112 $ 8,056 --------------------------------------------------------------------------------------------- Gross Margin 52.2% 50.6% 51.4% 49.1% 48.8% --------------------------------------------------------------------------------------------- Total Segment Income (loss) $ 14,609 $ 15,782 $ 18,240 $ 21,267 $ 12,214 --------------------------------------------------------------------------------------------- Engineering & Construction $ 12,218 $ 10,531 $ 13,302 $ 17,487 $ 10,305 Trimble Field Solutions $ 4,517 $ 2,403 $ 4,120 $ 4,016 $ 3,113 Component Technologies $ 1,225 $ 3,478 $ 2,160 $ 3,011 $ 2,233 Trimble Mobile Solutions $ (3,062) $ (2,289) $ (1,719) $ (2,651) $ (2,800) Portfolio Businesses $ (289) $ 1,659 $ 377 $ (596) $ (637) Corporate and Other Charges $ (10,521) $ (16,467) $ (16,464) $ (17,285) $ (17,106) Non-operating income (expense) and income taxes $ (4,803) $ (5,947) $ (4,462) $ (5,956) $ (6,695) ---------------------------------------------------------------------------------------------- Net Income (loss) $ (715) $ (6,632) $ (2,686) $ (1,974) $ (11,587) ============================================================================================== EBITDA $ 8,877 $ 8,374 $ 12,950 $ 14,504 $ 5,210 ---------------------------------------------------------------------------------------------- GAAP EPS $ (0.03) $ (0.26) $ (0.11) $ (0.08) $ (0.48) Adjusted EPS $ 0.06 $ 0.02 $ 0.19 $ 0.26 $ (0.09) - ----------------------------------------------------------------------------------------------------------------------------------- Balance Sheet and Liquidity Metrics Cash & Cash Equivalents $ 33,021 $ 31,078 $ 42,403 $ 27,822 $ 43,998 Accounts Receivables, Net $ 71,430 $ 69,195 $ 79,229 $ 84,362 $ 78,659 Inventory, Net $ 53,487 $ 51,810 $ 58,847 $ 68,158 $ 71,742 Total Debt $ 169,738 $ 190,565 $ 244,495 $ 244,220 $ 259,564 ---------------------------------------------------------------------------------------------- Total Short Term Debt $ 72,670 $ 63,468 $ 178,595 $ 123,304 $ 130,386 ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- Current Portion of Term Loan 4.25% $ 21,000 $ 20,000 $ 14,000 $ 13,000 $ 16,000 Current Portion of Thermo Electron note 10.4% $ - $ - $ 84,000 $ 40,000 $ 40,000 Revolving Credit Facility 4.25% $ 48,000 $ 40,000 $ 77,000 $ 67,000 $ 72,000 Other $ 3,670 $ 3,468 $ 3,595 $ 3,304 $ 2,386 ---------------------------------------------------------------------------------------------- Total Long Term Debt $ 97,067 $127,097 $ 65,900 $ 120,916 $ 129,178 ---------------------------------------------------------------------------------------------- Term Loan 4.25% $ 26,600 $ 41,300 $ 64,000 $ 79,000 $ 84,000 Thermo Electron note 10.4% $ 68,670 $ 84,000 $ - $ 40,000 $ 40,000 Other $ 1,797 $ 1,797 $ 1,900 $ 1,916 $ 5,178 Equity $ 155,195 $ 138,489 $ 118,259 $ 117,955 $ 116,321 Working Capital $ 17,428 $ 19,304 $ (74,566) $ (28,038) $ (27,582) Capital Expenditures $ 1,783 $ 888 $ 1,868 $ 2,364 $ 2,134 Cash Flow from Operations $ 9,247 $ 12,956 $ 11,562 $ (3,840) $ (3,553) - ----------------------------------------------------------------------------------------------------------------------------------- Financial Ratios Days Sales Outstanding 50 53 56 54 51 Days Sales in Inventory 98 90 94 91 108 Current ratio 1.1 1.1 0.7 0.9 0.9 Debt to Equity 1.1 1.4 2.1 2.1 2.2 - ----------------------------------------------------------------------------------------------------------------------------------- Other Headcount 2,051 2,099 2,153 2,245 2,247 - -----------------------------------------------------------------------------------------------------------------------------------
Notes: Trimble Field Solutions consists of Geographic Information Systems (GIS) and Agriculture. Trimble Mobile Solutions consists of Mobile Positioning and Communications (MPC) and Trimble Information Systems (TIS). Portfolio Technologies consists of Tripod Data Systems (TDS) and Military and Advanced Systems (MAS). TRIMBLE NAVIGATION LIMITED Summary Financial Information Defined Segment Income (loss) Excludes unallocated corporate expenses, which are comprised primarily of general and administrative costs, amortization of goodwill and other purchased intangibles, as well as other items not controlled by the business segment. EBITDA Earnings from continuing operations before interest income, interest expense, income taxes, depreciation and amortization. Adjusted EPS Net income (loss) adjusted for infrequent charges and non-recurring items. Primarily excludes amortization of goodwill and other purchased intangibles, and restructuring charges. Working Capital Total current assets minus total current liabilities. Capital Expenditures Additions to gross fixed assets. Days Sales Outstanding Calculated based on FIFO methodology. DSO is last month of revenue, plus amounts uncollected from prior month's revenue. Days Sales in Inventory Ending inventory times 365, divided by quarter cost of goods sold annualized. Current ratio Current assets divided by current liabilities. Debt to Equity Total debt divided by total equity. Note: The above financial metrics represent Management's view and interpretation of data. This may not be directly comparable to similarly titled measures as defined by other companies. -----END PRIVACY-ENHANCED MESSAGE-----