-----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, WoZc4alLwRU4jyF++1543i6Xg4o1fmYfqW5qLyNwlzpuRQcP+Soa7E+eDk8cP4Pv t98QWUzzVNF5Fy8ZLdo5FQ== 0000864749-03-000059.txt : 20031028 0000864749-03-000059.hdr.sgml : 20031028 20031028170023 ACCESSION NUMBER: 0000864749-03-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031028 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031028 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: 03961450 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 form8k-earn102803.txt 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): October 28, 2003 (October 28, 2003) 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) 94085 (Zip Code) Registrant's telephone number, including area code: (408) 481-8000 Item 5. Other Events. The Results of Operations and Financial Condition disclosed hereinafter under Item 12 are hereby incorporated by reference under this Item 5. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. 99.1 Text of Company Press Release dated October 28, 2003. Item 12. Results of Operation and Financial Condition. On October 28, 2003, Trimble Navigation Limited announced financial results for the quarter ended October 3, 2003. A copy of the press release dated October 28, 2003 relating to this announcement is attached as Exhibit 99.1 and is incorporated into this current report by reference. 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: October 28, 2003 /s/ Irwin Kwatek ---------------- Irwin Kwatek Vice President EXHIBIT INDEX Exhibit Number Description 99.1 Text of Company Press Release dated October 28, 2003. EX-99 3 ex991.txt EXHIBIT 99.1 Trimble Third Quarter Results Exceed Guidance o Record revenues of $139.6 million versus guidance of $129.0 - $132.0 million; o GAAP EPS of $0.29 versus guidance of $0.19 - $0.23; o GAAP EPS were reduced by $0.05 per share for amortization of purchased intangibles and $0.02 per share for restructuring activities; SUNNYVALE, Calif., October 28, 2003 - Trimble (Nasdaq: TRMB) today announced results for its third fiscal quarter ended October 3, 2003. The Company reported third quarter revenues of approximately $139.6 million, versus approximately $114.7 million in the third quarter of 2002. GAAP EPS for the third quarter of 2003 were $0.29, versus $0.09 in the third quarter of 2002. GAAP EPS for the third quarter of 2003 included approximately $0.05 per share for amortization of purchased intangibles and approximately $0.02 per share for restructuring activities, while GAAP EPS for the third quarter of 2002 were reduced by approximately $0.06 per share for amortization of purchased intangibles. GAAP EPS for the third quarter of 2003 were calculated on a diluted basis using approximately 34.6 million shares. The net accounts receivables balance for the third quarter of 2003 decreased sequentially to $97.4 million from $109.7 million in the second quarter of 2003, while days sales outstanding improved to 59 days from 69 days during the same time period. This contributed to positive operating cash flow of $19.4 million for the quarter. "During the third quarter we continued to validate our position as a market leader in our core businesses, while moving forward on emerging opportunities that will provide for additional growth over the next several years," said Steven W. Berglund, president and CEO of Trimble. "We also continued to show organic growth in most of our key businesses, while at the same time integrating the Applanix acquisition and the products from the Nikon joint venture. Additionally, we made progress in the implementation of our regional fulfillment centers, which led to a sequential decline in days sales outstanding and inventory days and provided a significant increase in operating cash flow." Third Fiscal Quarter Business Segment Highlights Engineering and Construction (E&C) Total third quarter E&C revenues increased by 14 percent over the third quarter of 2002. Sales of survey instruments and Tripod Data Systems data collection software and rugged handheld computing products remained strong, leading to the double-digit sales growth for the business over the third quarter of 2002. Sales of construction laser products grew during the quarter, reflecting a broader product portfolio and distribution. Field Solutions (TFS) - Agriculture and Geographic Information Systems (GIS) TFS revenues for the third quarter increased by approximately 52 percent over the third quarter of 2002. Strong demand for GeoExplorer(R) CE series GPS handhelds fueled GIS sales, with particular strength coming from utilities and the federal government ahead of its fiscal year-end. Agriculture product sales also grew significantly during the quarter, with high-end guidance products continuing to gain momentum on new tractor platforms, and in new geographies and crop types. Trimble deferred approximately $2.4 million of revenue from the third quarter of 2002 into the fourth quarter of 2002 due to the delayed release of the GeoExplorer CE Series GPS handheld. Component Technologies (CT) Third quarter revenues for CT increased by approximately 11 percent over the third quarter of 2002. Continued strong demand for wireless infrastructure products led to a favorable product mix. This favorable product mix, combined with increased volumes in automotive and embedded products, and cost reductions related to the transfer of the business' manufacturing operations from California to China during the second half of 2002, led to the second consecutive quarter of record operating margins. Mobile Solutions (TMS) TMS achieved a 40 percent sequential increase in subscriber count, despite sales softness due to seasonality in the ready mix market and failures of purchased components in the field. TMS sales and marketing efforts during the quarter were diluted as a result, which led to a sequential decline in revenues. These component issues have been addressed and sales and marketing efforts have returned to normal. Guidance The fourth quarter is typically a seasonally soft period for most of Trimble's businesses. Year over year fourth quarter comparisons may be difficult due to the previously stated deferral of GIS revenue, exceptionally strong timing revenues, and a 14-week quarter in fourth quarter of 2002. For the fourth quarter ending January 2, 2004, the Company expects revenues will be between $128.0 and $130.0 million. Gross margins are expected to be approximately 50 percent. Operating expenses, including approximately $2.5 million of amortization of intangibles and restructuring charges are expected to be approximately $54.0 million. Net interest expense is expected to be approximately $1.1 million, and other non-operating expense should be approximately $1.8 million. The income tax provision should be approximately $1.4 million. Within these revenue guidelines, Trimble expects GAAP EPS to be between $0.16 and $0.19. GAAP EPS guidance was calculated assuming 34.7 million shares outstanding. For the full-year ending January 2, 2004, Trimble expects revenue to be between $533.0 and $535.0 million, a 14 - 15 percent increase over 2002. GAAP EPS should be between $0.87 and $0.90, a 142 - 150 percent increase over 2002. For fiscal year 2004, the Company is issuing preliminary guidance for revenues between $570.0 and $580.0 million, with GAAP EPS of $1.30 to $1.40. The Company will update this guidance when it reports fourth quarter 2003 earnings in early February. Investor Conference Call / Webcast Details The Company will hold a conference call on Tuesday, October 28, 2003 at 2:00 PM Pacific Time to review its third quarter results. It will be broadcast live on the web at http://www.trimble.com/investors.html. A replay of the call will be available for 7 days beginning at 5:00 PM, Pacific Time. The replay number is (800) 642-1687, and the passcode is 3167012. 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, California, 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. Forward Looking Statement: Certain statements made in this press release are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include the revenue, gross margin, operating expenses, net interest expense, non-operating expense, income tax provision and earnings per share estimates for the quarter and year ending January 2, 2004 and for the fiscal year 2004 ending December 31, 2004. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this press release due to certain risks and uncertainties. For example, recent strong demand for the Company's products may not continue because of a decline in the overall health of the economy and international markets, which may result in reduced capital spending. In addition, the Nikon-Trimble joint venture and Applanix acquisition may not achieve anticipated results. Any failure to achieve predicted results could negatively impact the Company's revenues and gross margin. Whether the Company achieves its guidance for the fourth quarter of 2003 and fiscal year 2004 will also depend on a number of other factors, including the risks 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. Undue reliance should not be placed on any forward-looking statement, contained herein. These statements reflect the Company's position as of the date of this release. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company's expectations or any change of events, conditions, or circumstances on which any such statement is based.
CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended Nine Months Ended ------------------ ----------------- Oct 3, Sep 27, Oct 3, Sep 27, 2003 2002 2003 2002 ---- ---- ---- ---- Revenue $ 139,569 $ 114,748 $ 405,026 $ 342,033 Cost of revenue 70,457 57,167 203,064 169,168 ------ ------ ------- ------- Gross Margin 69,112 57,581 201,962 172,865 ------ ------ ------- ------- Gross Margin (%) 49.5% 50.2% 49.9% 50.5% Operating expenses: Research and development 17,346 15,235 50,463 45,259 Sales and marketing 25,015 21,338 73,572 65,362 General and administrative 10,306 10,812 28,837 31,484 Restructuring charges 627 154 1,733 646 Amortization of purchased intangibles 1,870 1,832 5,390 6,134 ----- ----- ----- ----- Total operating expenses 55,164 49,371 159,995 148,885 ------ ------ ------- ------- Operating income from continuing operations 13,948 8,210 41,967 23,980 Non-operating income (expense), net: Interest expense, net (1,059) (3,538) (10,448) (10,896) Foreign exchange gain / (loss), net 166 (354) 649 (1,123) Other income, net 265 156 126 334 Expenses for affiliated operations, net (1,984) (1,516) (5,100) (2,726) Total non-operating expense, net (2,612) (5,252) (14,773) (14,411) ------ ------ -------- -------- Income from continuing operations before income taxes 11,336 2,958 27,194 9,569 Income tax provision 1,400 250 3,800 3,250 ----- --- ----- ----- Net income $ 9,936 $ 2,708 $ 23,394 $ 6,319 ======= ======= ======== ======= Earnings per share : Basic $ 0.30 $ 0.09 $ 0.75 $ 0.22 Diluted $ 0.29 $ 0.09 $ 0.72 $ 0.22 Shares used in calculating earnings per share : Basic 32,788 28,819 31,192 28,372 ====== ====== ====== ====== Diluted 34,562 29,211 32,617 28,907 ====== ====== ====== ======
CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) Oct 3, Jan 3, 2003 2003 ---- ---- Assets Current assets: $ 43,409 $ 28,679 Cash and cash equivalents Accounts and other receivables, net 103,065 79,645 Inventories, net 72,699 61,144 Other current assets 8,215 8,477 ----- ----- Total current assets 227,388 177,945 Property and equipment, net 24,347 22,037 Goodwill and other purchased intangible assets, net 250,975 229,171 Deferred income taxes 420 417 Other assets 22,391 12,086 Total assets $ 525,521 $ 441,656 =========== =========== Liabilities and Shareholders' Equity Current liabilities: Bank and other short-term borrowings $ - $ 6,556 Current portion of long-term debt 12,767 24,104 Accounts payable 25,961 30,669 Accrued compensation and benefits 22,388 17,728 Accrued liabilities 20,955 27,394 Deferred income tax 1,636 - Income taxes payable 7,831 6,450 ----- ----- Total current liabilities 91,538 112,901 Non-current portion of long-term debt 95,230 107,865 Deferred gain on joint venture 10,237 10,792 Deferred income tax 2,944 2,561 Other non-current liabilities 7,329 6,186 ----- ----- Total liabilities 207,278 240,305 ------- ------- Shareholders' equity: Common stock 299,387 225,872 Accumulated deficit (101) (23,495) Accumulated other comprehensive income/(loss) 18,957 (1,026) Total shareholders' equity 318,243 201,351 ------- ------- Total liabilities and shareholders' equity $ 525,521 $ 441,656 =========== ===========
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended Nine Months Ended ------------------ ----------------- Oct 3, Sep 27, Oct 3, Sep 27, 2003 2002 2003 2002 ---- ---- ---- ---- Cash flow from operating activities: Net Income 9,936 2,708 23,394 6,319 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 2,187 2,219 6,647 7,804 Amortization expense 1,972 2,078 5,880 6,775 Provision for doubtful accounts 145 2,048 295 3,590 Amortization of deferred gain - (265) - (1,061) Amortization of debt issuance cost 116 - 3,389 - Deferred income taxes 292 (313) 1,880 731 Other 127 1,385 2,002 2,277 Add decrease (increase) in assets: Accounts receivables, net 14,527 2,869 (18,023) (11,132) Inventories 2,905 (3,089) (7,890) (3,873) Other current and non-current assets 291 (1,156) (2,586) (2,395) Effect of foreign currency translation adjustment 617 (251) 5,749 506 Add increase (decrease) in liabilities: Accounts payable (12,090) 1,614 (6,040) 3,886 Accrued compensation and benefits (839) 1,356 3,900 3,813 Accrued liabilities (1,999) (991) (4,365) (3,743) Deferred gain - short term - (331) - (7) Deferred gain on joint venture (140) - (555) 11,000 Income taxes payable 1,326 (997) 2,063 574 ----- ---- ----- --- Net cash provided by (used in) operating activities 19,373 8,884 15,740 25,064 Cash flows from investing activities: Acquisitions, net of cash acquired (2,665) 3,875 (8,118) 1,717 Acquisition of property and equipment (2,883) (1,261) (6,383) (5,474) Proceeds from disposal of property and equipment 129 - 157 - Cost of capitalized patents (639) - (652) (48) ---- ---- --- Net cash provided by (used in) investing activities (6,058) 2,614 (14,996) (3,805) Cash flow from financing activities: Issuance of common stock 2,629 40 47,015 19,302 Collections(Payments) of notes receivable (150) 75 495 (590) Payments on long-term debt and revolving credit lines (3,210) (8,997) (33,524) (40,697) ------ ------ ------- ------- Net cash provided by (used in) financing activities (731) (8,882) 13,986 (21,985) Net increase (decrease) in cash and cash equivalents 12,584 2,616 14,730 (726) Cash and cash equivalents - beginning of period 30,825 27,736 28,679 31,078 ------ ------ ------ ------ Cash and cash equivalents - end of period $ 43,409 $30,352 $43,409 $30,352 ======== ======= ======= ======= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 1,140 $ 869 $ 9,133 $11,163 ======== ======= ======= ======= Income taxes, net of refunds $ 292 $ 173 $ 582 $ 1,906 ======== ======= ======= =======
Financial Dashboard ------------------- Q3'02 Q2'03 Q3'03 Actual Actual Actual ------ ------ ------ Income Statement Metrics - ------------------------ Total Revenue $ 114,748 $ 138,132 $ 139,569 --------- ---------- ---------- Engineering & Construction 82,037 95,797 93,607 Trimble Field Solutions 13,252 19,950 20,160 Component Technologies 14,607 16,820 16,230 Trimble Mobile Solutions 2,244 3,651 2,672 Portfolio Technologies 2,608 1,914 6,900 Gross Margin 50.2% 51.5% 49.5% ---- ---- ---- Total Segment Income $ 14,508 $ 24,325 $ 21,344 --------- ---------- ---------- Engineering & Construction 14,590 18,623 14,997 Trimble Field Solutions 707 3,555 4,111 Component Technologies 2,524 4,558 4,625 Trimble Mobile Solutions (3,139) (2,025) (2,118) Portfolio Technologies (174) (386) (271) Corporate and Other Charges $ (6,298) $ (7,204) $ (7,396) Non-operating expense and income taxes $ (5,502) $ (9,016) $ (4,012) -------- ---------- --------- Net Income (loss) $ 2,708 $ 8,105 $ 9,936 ======== ========== ========== EBITDA $ 10,548 $ 16,452 $ 16,452 Amortization of Intangibles 1,832 1,725 1,870 Depreciation 2,220 2,243 2,187 GAAP EPS $ 0.09 $ 0.25 $ 0.29 --------- ---------- ---------- Balance Sheet and Liquidity Metrics Cash & Cash Equivalents $ 30,352 $ 30,825 $ 43,409 Accounts Receivables, Net $ 79,215 $ 109,657 $ 97,446 Inventories, Net $ 57,368 $ 71,108 $ 72,699 Total Debt $ 149,868 $ 110,737 $ 107,997 Short Term Debt 62,336 12,623 12,767 Long Term Debt 87,532 98,114 95,230 Equity $ 187,323 $ 283,573 $ 318,243 Working Capital $ 34,114 $ 120,967 $ 135,850 Capital Expenditures $ 1,261 $ 2,015 $ 2,883 Cash Flow from (used in ) Operations* $ 8,884 $ 2,095 $ 19,373 Financial Ratios Days Sales Outstanding 52 69 59 Days Sales in Inventory 92 97 94 Current ratio 1.2 2.2 2.5 Debt to Equity 0.8 0.3 0.2 - ----------------------------------------------------------------------- Other Headcount 2,067 2,039 2,096 ----- ----- -----
- ---------- Notes: 1) Engineering & Construction consists of Construction Instruments (CI), Machine Control, Survey and Tripod Data Systems (TDS). 2) Trimble Field Solutions consists of Geographic Information Systems (GIS) and Agriculture. 3) Portfolio Technologies consists of Military and Advanced Systems (MAS) and Applanix beginning Q303. * Cash Flow from Operations includes impact of exchange rate changes on cash. -----END PRIVACY-ENHANCED MESSAGE-----