-----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, G8xWAxH08GJf1rEPvpHQvSXKjEDqOJtDwmDEPptGS5ZuCg2HSJu5+YT+g/co1eGp 3Mns/c+qk4F9dKKMIMeaKw== 0000864749-05-000033.txt : 20050421 0000864749-05-000033.hdr.sgml : 20050421 20050421161538 ACCESSION NUMBER: 0000864749-05-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050401 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050421 DATE AS OF CHANGE: 20050421 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: 05764971 BUSINESS ADDRESS: STREET 1: 749 NORTH MARY AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4084818000 MAIL ADDRESS: STREET 1: 749 NORTH MARY AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 8-K 1 form8k-042105.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): April 21, 2005 (April 21, 2005) 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.) 749 N. Mary Ave. Sunnyvale, CA (Address of principal executive offices) 94085 (Zip Code) Registrant's telephone number, including area code: (408) 481-8000 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 1.01. Entry into a Material Definitive Agreement. Cash Bonus Plan On April 15, 2005, the Board of Directors of Trimble Navigation Limited ("the Company"), taking into account the recommendation of the Compensation Committee, approved a cash bonus plan for the 2005 fiscal year. The Company's CEO, all other executive officers and a number of other senior-level employees are eligible participants in the Plan. Bonuses to participants will be based upon the achievement of operating income, as adjusted by an asset charge, with minimum thresholds for revenue and operating income as a percentage of revenue. Target payouts range from 10% to 70% of base annual salary. Bonus payments for 2005 could be up to 300% of each participant's target. Payments are made on a quarterly basis, 10% of target each quarter and the remainder after the close of the fiscal year. Amendment to Nonqualified Deferred Compensation Plan On April 15, 2005, the Board of Directors approved an amendment to and restatement of the Company's nonqualified Deferred Compensation Plan (the "Plan"). The Plan was amended to conform to certain changes in the recently enacted federal legislation affecting nonqualified deferred compensation, which was included in The American Jobs Creation Act of 2004. The restated Plan also includes more detailed and comprehensive administrative provisions. The Board of Directors appointed a committee to administer the Plan, consisting of the Company's Chief Financial Officer, General Counsel and Vice President of Human Resources. Item 2.02. Results of Operations and Financial Condition. On April 21, 2005, the Company announced its financial results for the quarter ended April 1, 2005. A copy of the press release dated April 21, 2005 relating to this announcement is furnished as Exhibit 99.1. 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 21, 2005 /s/ Irwin Kwatek ---------------- Irwin Kwatek Vice President EXHIBIT INDEX Exhibit Number Description 10.1 Trimble Navigation Limited 2005 Management Incentive Plan Description 99.1 Text of Company Press Release dated April 21, 2005 EX-10 2 ex101.txt EXHIBIT 10.1 Trimble Navigation Limited 2005 Management Incentive Plan Description 1. Definitions: a. "Company" means Trimble Navigation Limited, a California corporation. b. "Board of Directors" means the Board of Directors of the Company. c. "Operating Income" means (i) with respect to a division, operating income for that division and (ii) with respect to the Company, operating income for the Company adjusted for amortization of intangibles, restructuring and infrequent charges. d. "Asset Charge" means 10% of the sum of net inventory plus net accounts receivable plus net fixed assets less free liabilities. 2. Participants: The CEO, all of the Vice Presidents of the Company and a number of senior-level managers and individual contributors as nominated by their respective Vice Presidents and approved by the CEO of the Company. 3. Payments earned under the Management Incentive Plan depend upon the Company's quarterly and annual Operating Income adjusted by an Asset Charge, with minimum thresholds for revenue and Operating Income as a percentage of revenue. 4. Target payouts, ranging from 10% to 70% of base annual salary for each participant are determined by the CEO of the Company in conjunction with the executive officers and the vice presidents of the Company, and approved by the Board of Directors. The Board of Directors has established a 70% target for the CEO. 5. The payout under the Plan ranges from zero to 300% of each participant's target, based upon achievement of fiscal year 2005 planned operating income of a combination of division and/or Company performance. Payments are made on a quarterly basis, 10% of target each quarter and the remainder after the close of the fiscal year. EX-99 3 ex991.txt EXHIBIT 99.1 Trimble Reports First Quarter 2005 Revenue and Earnings Record Revenue of $195.4 Million and GAAP Earnings of $0.31 Per Share SUNNYVALE, Calif., April 21, 2005 - Trimble (Nasdaq: TRMB) today announced results for its first quarter of 2005, ended April 1, 2005. Revenue for the first quarter was $195.4 million, up approximately 25 percent from revenue of $156.5 million in the first quarter of fiscal 2004. Operating income for the first quarter of 2005 was $30.2 million, up 66 percent when compared to operating income of $18.2 million in the first quarter of 2004. Net income for the first quarter of 2005 was $17.4 million, or $0.31 per share, up approximately 36 percent when compared to net income of $12.8 million, or $0.24 per share, for the first quarter of fiscal 2004. Net income in the first quarter of 2004 was based on a 15 percent effective tax rate, compared to an effective tax rate of 34 percent for the first quarter of 2005. The 2004 effective tax rate benefited from a research and development tax credit and net operating loss carry-forwards. These should be factored into year-over-year comparisons. "Trimble's results reflect our strategic emphasis on providing high-value productivity solutions for targeted applications in construction, agriculture, and the mobile work force markets. Our ability to combine industry domain knowledge, together with positioning technologies, applications software, and wireless communications, enables us to meet emerging market needs," said Steven W. Berglund, Trimble's president and chief executive officer. "Our emphasis on providing productivity, combined with our strong product portfolio, should enable us to make a significant contribution to the technological transformation of our markets throughout 2005." Trimble Results by Business Segment Trimble experienced growth across its business segments, as follows: Engineering and Construction (E&C) revenue in the first quarter of fiscal 2005 was $120.2 million, up approximately 17 percent compared to revenue of $102.5 million in the first quarter of fiscal 2004. Demand for the recently announced Trimble S6 Total Station for survey was strong in the quarter, as was machine control sales. Operating margins for E&C were 17.9 percent, up from 16.1 percent in the first quarter of 2004. Trimble Field Solutions (TFS) revenue in the first quarter was $45.4 million, a growth of approximately 84 percent compared to the first quarter of 2004. TFS growth was driven primarily by sales of precision agricultural solutions, including the AgGPS(R) EZ-Guide(R) Plus, the AgGPS EZ-Steer(TM), and the AgGPS Autopilot(TM) systems. Operating margins were at 34.3 percent, compared to 24.5 percent in the first quarter of 2004. Component Technologies (CT) revenue was $14.2 million, down from $16.4 million in the same period of 2004, primarily due to softness in its in-vehicle navigation and timing products. As a result, CT operating margins were at 18.3 percent in the first quarter of 2005, compared to 23.9 percent in the first quarter of 2004. During the quarter, Trimble began shipments of its TrimTrac(TM) Locator, which is expected to contribute meaningfully to CT revenue throughout 2005. Trimble Mobile Solutions (TMS) revenue for the first quarter was $7.4 million, up 41 percent from revenue of $5.3 million in the first quarter of 2004. Operating losses were down to $0.6 million, compared to losses of $1.6 million in the first quarter of fiscal 2004. Subscriber growth was up over 300 percent from the first quarter of 2004, and up 22 percent versus the previous quarter. Portfolio Technologies revenue was $8.2 million, up slightly from revenue of $7.7 million in the first quarter of fiscal 2004. Operating margins were down from 11.8 percent in the first quarter of 2004, to 7.7 percent in the first quarter of 2005. Non-GAAP vs. GAAP Financials The Company provides non-GAAP financial measures called "non-GAAP net income" and "non-GAAP EPS" to supplement its consolidated financial statements presented in accordance with GAAP. These non-GAAP financial measures are intended to supplement the user's overall understanding of the Company's current financial performance and its prospects for the future. In many cases, non-GAAP financial measures are used by analysts and investors to evaluate the Company. The Company excluded amortization of purchased intangibles, restructuring charges, and the amortization of acquisition related inventory step-up charges because the chief executive officer excludes these items when budgeting and evaluating the business. The Company uses a fully-taxed rate of 35 percent for non-GAAP net income and earnings per share because it is used by outside analysts and investors, as well as for internal analysis, to provide comparable information for use in evaluating Trimble's performance versus prior periods and other companies. However, these non-GAAP financial measures are not intended to supersede or replace the Company's GAAP results. Please see the supplemental financial statements, attached to this press release, for a reconciliation of GAAP to Non-GAAP results. Non-GAAP Net Income and Earnings Per Share Non-GAAP net income for the first quarter of fiscal 2005 was $19.0 million, up approximately 69 percent compared to non-GAAP net income of $11.2 million in the first quarter of fiscal 2004. Non-GAAP earnings per share for the first quarter of fiscal 2005 were $0.34, up approximately 62 percent from $0.21 per share in the first quarter of fiscal 2004. GAAP and non-GAAP earnings per share for the first quarter of 2005 were calculated on a diluted basis using approximately 56.4 million shares. Forward Looking Guidance For the second quarter of fiscal 2005, the company is raising guidance from a baseline of 12 to 15 percent revenue growth to 14 to 17 percent revenue growth, versus the prior year. This represents revenue of $205 to $210 million, with operating margins of approximately 16.0 to 16.3 percent of revenue. Non-operating expenses are expected to be approximately $3.3 million. The Company expects to use a 34 percent effective tax rate for GAAP income tax provision. Trimble expects GAAP earnings per share between $0.34 and $0.37 per share, using approximately 56.8 million shares outstanding. Included in the assumptions regarding our GAAP earnings per share projections is approximately $2.3 million for amortization of purchased intangibles. Investor Conference Call / Webcast Details The Company will hold a conference call on Thursday, April 21, 2005 at 1:30 p.m. PDT to review its first quarter 2005 results. It will be broadcast live on the Web at www.trimble.com/investors.html. A replay of the call will be available for seven days beginning at 8:00 p.m., PDT. The replay number is (800) 642-1687 (U.S.), or (706) 645-9291 (international), and the passcode is 5580216. 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. Certain statements made in this press release are forward looking statements within the meaning of 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, non-operating expenses, operating margins, effective tax rate, and earnings per share estimates for the second fiscal quarter of 2005, as well as expectations for revenue from the TrimTrac Locator and improved profit margins in TMS, in 2005. 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 Company's results may be adversely affected if its joint ventures and recent acquisitions do not achieve anticipated results or if the Company is unable to market, manufacture and ship new products such as the TrimTrac locator. Any failure to achieve predicted results could negatively impact the Company's revenues, gross margin and other financial results. Whether the Company achieves its guidance for the second fiscal quarter of 2005 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. Investors Contact: Willa McManmon of Trimble: 408-481-7838 Media Contact: LeaAnn McNabb of Trimble: 408-481-7808 CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share data) (Unaudited) Three Months Ended ------------------ Apr-01, Apr-02, 2005 2004 ---- ---- Revenue $195,383 $156,510 Cost of sales 97,576 80,750 ------ ------ Gross margin 97,807 75,760 ------ ------ Gross margin (%) 50.1% 48.4% Operating expenses Research and development 21,828 18,848 Sales and marketing 30,371 26,304 General and administrative 12,832 10,386 Restructuring charges 278 - Amortization of purchased intangible assets 2,298 1,984 ----- ----- Total operating expenses 67,607 57,522 ------ ------ Operating income 30,200 18,238 Non-operating income (expense), net Interest expense, net (611) (978) Foreign currency transaction loss, net (157) (636) Expenses for affiliated operations, net (3,039) (1,599) Other income, net 30 80 -- -- Total non-operating expense, net (3,777) (3,133) ------ ------ Income before taxes 26,423 15,105 Income tax provision 8,984 2,265 ----- ----- Net income $ 17,439 $ 12,840 ======== ======== Earnings per share : Basic $ 0.33 $ 0.25 Diluted $ 0.31 $ 0.24 Shares used in calculating earnings per share : Basic 52,501 50,418 ====== ====== Diluted 56,371 54,215 ====== ====== FULLY TAXED NON-GAAP RECONCILIATION (Dollars in thousands, except per share data) (Unaudited)
Three Months Ended ------------------ Apr-01, Apr-02, 2005 2004 ---- ---- GAAP income before taxes $ 26,423 $ 15,105 Non-GAAP adjustments : Amortization of purchased intangible assets 2,298 1,984 Amortization of acquisition-related inventory step-up 228 185 Restructuring charges 278 - --- --- Total Non-GAAP adjustments 2,804 2,169 ----- ----- Non-GAAP income before taxes 29,227 17,274 Income tax provision-35% 10,229 6,046 ------ ----- Non-GAAP net income $ 18,998 $ 11,228 ======== ======== Diluted Non-GAAP earnings per share $ 0.34 $ 0.21 ======== ======== Shares used in calculating diluted non-GAAP earnings per share 56,371 54,215 ======== ========
CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (Unaudited)
Apr-01, Dec-31, 2005 2004 ---- ---- Assets Current assets: Cash and cash equivalents $ 50,193 $ 71,872 Accounts receivable, net 154,540 123,938 Other receivables 3,605 4,182 Inventories, net 91,309 87,745 Deferred income taxes 21,684 21,852 Other current assets 9,377 7,878 ----- ----- Total current assets 330,708 317,467 Property and equipment, net 31,264 30,991 Goodwill and other purchased intangible assets, net 274,879 273,357 Deferred income taxes 8,054 8,019 Other assets 23,982 24,144 ------ ------ Total Non current assets 338,179 336,511 ------- ------- Total assets $ 668,887 $ 653,978 ============ =========== Liabilities and Shareholders' Equity Current liabilities: Current portion of long-term debt $ 12,500 $ 12,500 Accounts payable 45,672 43,551 Accrued compensation and benefits 27,928 31,202 Accrued liabilities 18,172 17,935 Deferred revenues 10,775 9,317 Deferred income taxes 1,466 2,521 Income taxes payable 16,823 11,951 ------ ------ Total current liabilities 133,336 128,977 Non-current portion of long-term debt 16,336 26,496 Deferred gain on joint venture 9,304 9,179 Deferred income taxes 6,363 5,435 Other non-current liabilities 13,360 11,730 ------ ------ Total liabilities 178,699 181,817 ------- ------- Shareholders' equity: Common stock 354,449 345,127 Retained earnings 100,109 82,670 Accumulated other comprehensive income 35,630 44,364 ------ ------ Total shareholders' equity 490,188 472,161 ------- ------- Total liabilities and shareholders' equity $ 668,887 $ 653,978 ============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars In thousands) (Unaudited)
Three Months Ended ------------------ Apr-01, Apr-02, 2005 2004 ---- ---- Cash flow from operating activities: Net Income $ 17,439 $ 12,840 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 2,512 2,191 Amortization expense 2,339 2,035 Provision for doubtful accounts 388 390 Amortization of debt issuance cost 122 122 (Gain) loss on sale of fixed assets 9 - Deferred income taxes 488 (93) Other (59) (113) Add decrease (increase) in assets: Accounts receivables, net (32,155) (18,479) Other receivables 456 698 Inventories (4,739) 6,561 Other current and non-current assets 1,054 (760) Effect of foreign currency translation adjustment 943 (403) Add increase (decrease) in liabilities: Accounts payable 2,121 5,600 Accrued compensation and benefits (3,033) (1,675) Deferred revenue 1,513 685 Accrued liabilities 765 (1,588) Deferred gain on joint venture 124 (151) Income taxes payable 8,521 825 ----- --- Net cash provided by operating activities (1,192) 8,685 Cash flows from investing activities: Acquisitions, net of cash acquired (11,197) (9,179) Acquisition of property and equipment (3,164) (2,544) Proceeds from disposal of property and equipment (75) 47 Cost of capitalized patents - (26) -- --- Net cash used in investing activities (14,436) (11,702) Cash flow from financing activities: Issuance of common stock 5,566 4,211 Collections (Payments) of notes receivable 110 53 Payments on long-term debt and revolving credit lines (10,125) (5,823) -------- ------ Net cash provided by (used in) financing activities (4,449) (1,559) Effect of exchange rate changes on cash and cash equivalents (1,602) (639) Net increase in cash and cash equivalents (21,679) (5,215) Cash and cash equivalents - beginning of period 71,872 45,416 ------ ------ Cash and cash equivalents - end of period $ 50,193 40,201 ======== ====== Supplemental disclosures of cash flow information: Cash paid during the period for: Income taxes, net of refunds $ (388) $ 269 ======== =========
Q1'04 % of Q4'04 % of Q1'05 % of Actual Rev Actual Rev Actual Rev ------ --- ------ --- ------ --- Income Statement Metrics Total Revenue $ 156,509 $ 162,684 $ 195,383 ---------- ---------- ---------- Engineering & Construction 102,481 107,767 120,198 Trimble Field Solutions 24,713 23,754 45,425 Component Technologies 16,415 15,619 14,197 Trimble Mobile Solutions 5,262 6,691 7,401 Portfolio Technologies 7,638 8,853 8,162 Gross Margin 48.4% 47.6% 50.1% ---- ---- ---- Total Segment Income $ 25,737 16% $ 23,998 15% $ 39,663 20% ---------- -- ---------- -- ---------- -- Engineering & Construction 16,498 16% 16,169 15% 21,490 18% Trimble Field Solutions 6,054 24% 4,221 18% 15,577 34% Component Technologies 3,926 24% 3,121 20% 2,600 18% Trimble Mobile Solutions (1,643) -31% (542) -8% (636) -9% Portfolio Technologies 902 12% 1,029 12% 632 8% Corporate and Other Charges $ (7,499) $ (8,080) $ (9,463) Non-operating expense and income taxes $ (5,398) $ 488 $ (12,761) ---------- ---------- ---------- Net Income $ 12,840 $ 16,406 $ 17,439 ========== ========== ========== GAAP operating margin% 11.7% 9.8% 15.5% Non-GAAP operating margin% 13.0% 11.3% 16.9% GAAP EPS $ 0.24 $ 0.29 $ 0.31 Fully-taxed (35%) Non-GAAP EPS $ 0.21 $ 0.19 $ 0.34 - --------------------------------------------------------------------------------------------------------------------- Balance Sheet Metrics Cash & Cash Equivalents $ 40,201 $ 71,872 $ 50,193 Accounts Receivables, Net $ 116,030 $ 113,883 $ 154,540 Inventories, Net $ 64,910 $ 87,745 $ 91,309 Total Debt $ 84,645 $ 38,996 $ 28,836 Short Term Debt 12,795 12,500 12,500 Long Term Debt 71,850 26,496 16,336 Equity $ 362,035 $ 472,161 $ 490,188 - --------------------------------------------------------------------------------------------------------------------- Cashflow Metrics Cash Flow from (used in) Operations $ 8,685 $ 19,130 $ (1,192) Working Capital $ 140,575 $ 188,490 $ 197,372 Capital Expenditures $ 2,544 $ 3,841 $ 3,164 Cash Interest $ 826 $ 724 $ 562 EBITDA $ 20,309 $ 18,820 $ 31,885 Amortization of Intangibles 2,035 2,295 2,339 Depreciation 2,191 2,625 2,512 - --------------------------------------------------------------------------------------------------------------------- Financial Ratios Days Sales Outstanding 64 63 62 Inventory Turns (trailing 12 months) 4.0 4.5 4.3 Current ratio 2.3 2.5 2.5 Debt to Equity 0.2 0.1 0.1 - --------------------------------------------------------------------------------------------------------------------- Other Headcount 2,184 2,160 2,231 - ---------------------------------------------------------------------------------------------------------------------
EBITDA RECONCILIATION (Dollars in thousands) (Unaudited) Three Months Ended ------------------ Apr-01, Apr-02, 2005 2004 ---- ---- GAAP net income $ 17,439 $ 12,840 Add back : Interest expenses, net 611 978 Income tax 8,984 2,265 Depreciation expense 2,512 2,191 Amortization of purchased intangibles 2,339 2,035 ----- ----- EBITDA $ 31,885 $ 20,309 ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----