UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 28, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission File Number 0-21323 |
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NAVIGATION TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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77-0170321 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer Identification No.) |
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222 Merchandise Mart, Suite 900 |
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(312) 894-7000 |
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(Address of Principal Executive |
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(Registrant's Telephone Number, |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý
The number of shares of the Registrant's Common Stock, $0.001 par value, outstanding as of November 2, 2003 was 1,178,098,603.
Certain statements in this document contain or may contain information that is forward-looking 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. In some cases, you can identify forward-looking statements by the terminology used - for example, words and phrases such as may, should, expect, anticipate, plan, believe, estimate, predict and other comparable terminology typically would be deemed forward-looking. Actual events or results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors, including, without limitation, the risks described in the section of Navigation Technologies' Registration Statement on Form 10, File No. 0-21323, as amended, captioned Risk Factors under Item 1 thereof. Readers should carefully review this document in its entirety, including, but not limited to, the condensed consolidated financial statements and notes thereto. Navigation Technologies undertakes no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof. You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. The information contained herein may only be accurate as of the date of this document.
NAVTECH is a trademark of Navigation Technologies Corporation.
1
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
NAVIGATION TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
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December 31, |
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September 28, |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
9,427 |
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2,102 |
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Notes receivable from affiliate |
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10,000 |
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50,341 |
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Accounts receivable, net of allowance for doubtful accounts of $2,784 and $3,814 in 2002 and 2003, respectively |
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30,261 |
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41,585 |
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Prepaid expenses and other current assets |
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3,342 |
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5,006 |
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Total current assets |
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53,030 |
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99,034 |
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Property and equipment, net |
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7,848 |
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7,822 |
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Capitalized software development costs, net |
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18,951 |
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21,858 |
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Deposits and other assets |
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498 |
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931 |
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Total assets |
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$ |
80,327 |
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129,645 |
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable |
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$ |
5,392 |
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6,893 |
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Accrued payroll and related liabilities |
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16,138 |
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16,328 |
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Other accrued expenses |
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13,438 |
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15,773 |
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Deferred revenue |
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26,695 |
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23,656 |
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Total current liabilities |
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61,663 |
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62,650 |
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Fair value of derivative |
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7,961 |
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Long-term deferred revenue |
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5,213 |
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4,796 |
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Long-term source material obligations |
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1,324 |
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1,004 |
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Other long-term liabilities |
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890 |
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1,521 |
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Total liabilities |
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69,090 |
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77,932 |
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Stockholders' equity: |
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Common stock, $0.001 par value; 1,800,000 shares authorized; 1,175,587 and 1,178,053 shares issued and outstanding in 2002 and 2003, respectively |
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1,176 |
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1,178 |
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Additional paid-in capital |
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764,275 |
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764,527 |
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Note receivable for common stock |
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(219 |
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(219 |
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Accumulated other comprehensive income (loss) |
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3,600 |
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(13,121 |
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Accumulated deficit |
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(757,595 |
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(700,652 |
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Total stockholders' equity |
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11,237 |
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51,713 |
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Total liabilities and stockholders' equity |
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$ |
80,327 |
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129,645 |
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See accompanying notes to condensed consolidated financial statements.
2
NAVIGATION TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
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Quarter Ended |
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Nine Months Ended |
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September 29, 2002 |
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September 28, 2003 |
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September 29, 2002 |
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September 28, 2003 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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Net revenue |
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$ |
44,822 |
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71,320 |
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$ |
114,200 |
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190,889 |
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Operating costs and expenses: |
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Database licensing and production costs |
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23,585 |
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31,260 |
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64,578 |
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83,671 |
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Selling, general, and administrative expenses |
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15,149 |
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20,577 |
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43,288 |
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55,404 |
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Total operating costs and expenses |
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38,734 |
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51,837 |
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107,866 |
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139,075 |
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Operating income |
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6,088 |
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19,483 |
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6,334 |
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51,814 |
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Other income (expense): |
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Interest income |
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38 |
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107 |
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124 |
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225 |
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Interest expense |
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(286 |
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(8 |
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(832 |
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(18 |
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Foreign currency gain (loss) |
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(228 |
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204 |
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(146 |
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6,587 |
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Income before income taxes |
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5,612 |
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