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 26, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-21323
NAVTEQ 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 1, 2004 was 87,681,484.
References in this Quarterly Report on Form 10-Q to “NAVTEQ,” “the Company,” “we,” “us,” and “our” refer to NAVTEQ Corporation and its subsidiaries.
This quarterly report contains 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. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “may,” “will,” “should” and “estimates,” and variations of these words and similar expressions, are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed, implied or forecast in the forward-looking statements. In addition, the forward-looking events discussed in this quarterly report might not occur. These risks and uncertainties include, among others, those described in “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2004. Readers are cautioned not to place undue reliance on these forward-looking statements. Readers should read this quarterly report, and the documents that we refer to in this quarterly report and have filed as exhibits to this quarterly report, with the understanding that actual future results and events may be materially different from what we currently expect.
The forward-looking statements included in this quarterly report reflect our views and assumptions only as of the date of this quarterly report. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
“NAVTEQ” is a trademark of NAVTEQ Corporation.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
NAVTEQ CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
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December 31, |
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September 26, |
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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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$ |
1,982 |
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70,434 |
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Cash on deposit with affiliate |
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65,307 |
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— |
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Accounts receivable, net of allowance for doubtful accounts of $4,365 and $3,789 in 2003 and 2004, respectively |
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44,545 |
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55,593 |
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Deferred income taxes |
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36,614 |
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39,147 |
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Prepaid expenses and other current assets |
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6,466 |
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9,028 |
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Total current assets |
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154,914 |
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174,202 |
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Property and equipment, net |
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11,918 |
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16,518 |
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Capitalized software development costs, net |
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22,605 |
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25,203 |
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Long-term deferred income taxes, net |
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135,451 |
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111,316 |
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Long-term marketable securities |
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— |
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3,568 |
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Deposits and other assets |
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277 |
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8,171 |
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Total assets |
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$ |
325,165 |
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338,978 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
15,539 |
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10,760 |
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Accrued payroll and related liabilities |
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20,344 |
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21,635 |
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Other accrued expenses |
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16,410 |
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24,252 |
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Deferred revenue |
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24,968 |
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31,574 |
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Total current liabilities |
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77,261 |
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88,221 |
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Fair value of foreign currency derivative |
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23,799 |
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14,229 |
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Long-term deferred revenue |
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3,582 |
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16,670 |
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Other long-term liabilities |
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2,612 |
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6,280 |
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Total liabilities |
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107,254 |
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125,400 |
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Stockholders’ equity: |
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Common stock, $0.001 par value; 400,000 shares authorized; 84,153 and 87,681 shares issued and outstanding in 2003 and 2004, respectively |
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1,178 |
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88 |
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Additional paid-in capital |
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767,709 |
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723,021 |
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Note receivable for common stock |
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(219 |
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Treasury stock (0 and 11 shares in 2003 and 2004, respectively) |
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— |
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(289 |
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Deferred compensation expense |
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(2,332 |
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(1,707 |
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Accumulated other comprehensive loss |
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(26,645 |
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(24,393 |
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Accumulated deficit |
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(521,780 |
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(483,142 |
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Total stockholders’ equity |
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217,911 |
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213,578 |
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Total liabilities and stockholders’ equity |
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$ |
325,165 |
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338,978 |
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See accompanying notes to condensed consolidated financial statements.
2
NAVTEQ CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
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Quarter Ended |
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Nine Months Ended |
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September 28, 2003 |
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September 26, 2004 |
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September 28, 2003 |
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September 26, 2004 |
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Net revenue |
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$ |
71,320 |
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97,793 |
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$ |
190,889 |
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273,858 |
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Operating costs and expenses: |
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Database licensing and production costs |
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31,260 |
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48,166 |
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83,671 |
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133,140 |
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Selling, general and administrative expenses |
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20,577 |
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27,528 |
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55,404 |
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77,840 |
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Total operating costs and expenses |
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51,837 |
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75,694 |
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139,075 |
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210,980 |
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Operating income |
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19,483 |
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22,099 |
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51,814 |
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62,878 |
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Other income (expense): |
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Interest income |
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107 |
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283 |
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225 |
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613 |
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Interest expense |
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(8 |
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(2 |
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(18 |
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(10 |
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Foreign currency gain (loss) |
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202 |
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(386 |
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6,579 |
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(1,108 |
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Other income (expense) |
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2 |
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(64 |
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8 |
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(53 |
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Income before income taxes |
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19,786 |
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21,930 |
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58,608 |
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62,320 |
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