FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of October, 2002
Commission File Number: 0-13742
Oce N.V.
(Translation of registrant's name into English)
St. Urbanusweg 43, Venlo, The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F: [X] Form 40-F:____
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: No: [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82. ____
[LETTERHEAD OF OCE] Third quarter report 3
US VERSION
Results third quarter and nine months 2002*
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October 4, 2002
third quarter nine months
2002 2002
---- ----
In US$ million
Revenues 725.8 (- 6%) 2,319.3 (=)
EBITDA 94.7 (=) 299.9 (=)
EBIT 43.4 (- 9%) 153.0 (- 4%)
Net income 20.6 (- 1%) 73.3 (=)
In US$
Net income per share 0.23 (+ 1%) 0.84 (+ 2%)
.. Net income for third quarter and nine months same as in 2001. Oce maintains
net income expectation for fiscal 2002
.. Autonomous revenues down by 2.5% due to lower machine sales
.. Operating expenses show autonomous decrease; working capital further
reduced
.. Cash flow before financing activities (free cash flow) for 9 months US$ 204
million positive
.. Restructuring is on schedule
.. Outsourcing of lease portfolio: agreement reached in principle on European
lease portfolio
.. Interim dividend maintained at (euro)0.15
* The figures given in this report are unaudited. This report has been
drawn up in accordance with Dutch GAAP. There have been no changes in
Accounting Principles compared to those applied in the 2001 Annual Report.
Third quarter report 3
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US VERSION
third quarter nine months
2002 2002
---- ----
In US$ million
Revenues 725.8 (- 6%) 2,319.3 (=)
EBITDA 94.7 (=) 299.9 (=)
EBIT 43.4 (- 9%) 153.0 (- 4%)
Net income 20.6 (- 1%) 73.3 (=)
In US$
Net income per share 0.23 (+ 1%) 0.84 (+ 2%)
. Net income for third quarter and nine months same as
in 2001. Oce maintains net income expectation for
fiscal 2002
. Autonomous revenues down by 2.5% due to lower machine
sales
. Operating expenses show autonomous decrease; working
capital further reduced
. Cash flow before financing activities (free cash flow)
for 9 months US$ 204 million positive
. Restructuring is on schedule
. Outsourcing of lease portfolio: agreement reached in
principle on European lease portfolio
. Interim dividend maintained at (euro)0.15
Venlo, the Netherlands, October 4, 2002: results for the
third quarter and the nine months of fiscal 2002 were
published today by Oce N.V. (NASDAQ-OCENY).
Results third quarter 2002
Third quarter net income amounted to US$ 20.6 million or
US$ 0.23 per share based on 84,112,306 shares, being the
weighted average number of ordinary shares outstanding,
compared to US$ 20.8 million or US$ 0.23 per share based
on 85,508,417 shares, being the weighted average number
of ordinary shares outstanding at the end of the third
quarter of fiscal 2001.
During the quarter revenues decreased to US$ 726
million. On an autonomous basis, i.e. after exchange
rate and acquisition effects, the decrease amounted to
3%. Particularly in PPS there was a marked decline in
revenues (- 8% on an autonomous basis), whilst revenues
in WFPS showed an autonomous increase (+ 2%). For all
Strategic Business Units together machine sales were
down, though revenues from software and services
increased.
The gross margin amounted to 41.5%, which was higher
than in the previous year (2001: 39.5%). Operating
expenses were lower than in the previous year, even
before adjustment for the costs of acquired companies.
This is the result of stringent cost control and the
effects of the restructuring operation.
Despite this, however, operating income amounted to
US$ 43.4 million, 9% lower than in 2001.
Results nine months 2002
Revenues amounted to US$ 2,319 million, almost the same
as in the previous year (2001: US$ 2,330 million). On an
autonomous basis revenues decreased by 2.5%. Exchange
rate effects had a negative impact (- 1%) and
acquisition effects were positive (+ 3%).
In all Business Units the autonomous decrease in
revenues was about 2.5%. The situation in WFPS improved
during the year; in PPS and DPS it did not.
Net income for the nine months was slightly higher and
amounted to US$ 73.3 million or US$ 0.84 per share based
on 84,111,896 shares, being the weighted average number
of ordinary shares outstanding, compared to US$ 73.0
million or US$ 0.82 per share based on 85,617,609
shares, being the weighted average number of ordinary
shares outstanding at the end of the nine months of
fiscal 2001.
The gross margin increased by 0.8% to 41.2%. Despite the
weakening of the dollar in the third quarter the
positive exchange rate effect in the first 9 months
worked out at 1.3%. A negative impact of 0.5% stemmed
from volume/mix effects. Apart from the influence of the
growing contribution from Facility Services (lower gross
margin, but also lower operating expenses) the effect of
the lower degree of utilisation in
Third quarter report 3
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US VERSION
manufacturing units is also making itself strongly felt.
Operating expenses increased in absolute terms. However, after
adjustment for the effects of acquisitions (operating expenses in
the acquired companies and the amortisation of goodwill) and
exchange rate effects, they revealed a decrease.
Operating income was down by 4% on the corresponding period of
2001. EBITDA amounted to US$ 300 million, unchanged as compared
to 2001.
Financial expense (net) was 19% lower than in 2001; this was due
to a reduced level of borrowings and lower interest rates. Tax
charges increased by 1.8% to 32.8%.
The restructuring operation is proceeding on schedule. As already
mentioned in the previous quarterly report, the targeted savings
of US$ 34 million will be achieved in 2002. The savings realised
in the first 9 months amounted to US$ 25 million.
As part of the restructuring operation personnel numbers have
been reduced by 596, which is equivalent to 55% of the target set
for the end of 2003. Of the planned reduction in analog
low-volume machines, 35% of the final target of US$ 49 million at
the 2004 year end has already been achieved.
An agreement in principle was recently reached with the vendor
lease partner on the outsourcing of the European lease portfolio
(excluding Scandinavia). This agreement will be implemented
during the fourth quarter.
Results Strategic Business Units
The sluggish growth of the economy, plus the resultant decline in
the willingness to invest, is making itself felt throughout all
Strategic Business Units.
Machine sales in the first 9 months were 17% down on 2001 for all
Business Units combined. Increased revenues from software and
services largely compensated for this decrease, but not entirely.
In Document Printing Systems (DPS) revenues fell to US$ 1,086
million, an autonomous decrease of 2%. Machine sales were 13%
lower than in the preceding year.
The growth in revenues from Facility Services is in line with
expectations (+ 21%, of which 17% autonomous). In the United
States in particular revenues are continuing to develop very
favorably.
The operating income of DPS before R&D expenditure was US$ 90
million (2001: US$ 91 million), whilst the assets of DPS amounted
to US$ 1,545 million (2001: US$ 1,691 million).
Revenues in Production Printing Systems (PPS) were US$ 554
million, 4% lower than in the previous year. On an autonomous
basis revenues were down by 3% compared to 2001; sales of
machines were 25% lower than in 2001. Mainly thanks to revenues
from software and services, operating income before R&D
expenditure increased to US$ 107 million (2001: US$ 106 million).
PPS assets amounted to US$ 549 million (2001: US$ 617 million).
For Wide Format Printing Systems (WFPS) revenues over the first 9
months were US$ 680 million, 4% higher than in 2001. On an
autonomous basis revenues decreased by 2.5% due to a decline
during the first six months of the year. In the third quarter of
2002 revenues showed an autonomous increase of 2%, which reflects
an upward trend for the year, also in terms of machine sales.
The integration of the companies that were acquired in December
2001 in Display Graphics continues to progress well. However,
after depreciation of goodwill and integration costs, the
contribution of the acquired businesses in WFPS is still
negative. Operating income of WFPS before R&D expenditure
remained stable at US$ 108 million (2001: US$ 108 million).
Assets of WFPS amounted to US$ 771 million (2001: US$ 735
million).
Third quarter report 3
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US VERSION
Geographical spread of operations
Revenues in North America remained about the same, accounting for
43% of the total, whilst Europe's contribution to total revenues
amounted to 51%.
Operating income of operating companies in the United States and
the Netherlands continues to develop favorably, and Germany and
France are performing better than in 2001. These improved results
were achieved thanks to better margins and lower operating
expenses in the operating companies.
Under-utilisation of manufacturing capacity in the Dutch and
German units has depressed the overall operating income.
Balance sheet and cash flow
Total assets decreased further to US$ 2,865 million. This is US$
177 million lower than in the third quarter of 2001. This
decrease is the result of an autonomous reduction of US$ 186
million, exchange rate effects (a reduction of US$ 83 million),
whilst the consolidation of acquired businesses led to an
increase in assets (US$ 92 million).
The reduction of inventories (US$ 66 million) is continuing
further. The decrease in trade accounts and lease debtor
receivables (US$ 62 million) is satisfactory. Long term lease
debtors were US$ 91 million lower. Loans amounted to US$ 959
million, which was US$ 193 million lower than in 2001. The cash
flow before financing activities but after acquisitions (free
cash flow) worked out at US$ 204 million positive.
Profitability
During the first 9 months of 2002 the Return on Assets was 7.1%
and the Return on Equity 11.1%.
Interim dividend
In respect of fiscal 2002 an unchanged interim dividend of (euro)
0.15 will be distributed. The interim dividend will be made
available entirely in cash and will become available for payment
as from October 23, 2002.
Prospects
If economic circumstances remain unchanged, sales of machines
will not pick up; in software and services however, there will be
a continuing increase. In view of this and as a consequence of
cost control we maintain the expectation we published at the end
of the second quarter as regards net income. This is expected to
be higher than the net income for 2001.
As regards operating income, we expect this to be at about the
same level as in 2001.
Oce N.V.
October 4, 2002
For further information:
Oce N.V.
Pierrre Vincent, Investor Relations Manager
Venlo, the Netherlands
Telephone #31 77 359 2240
E-mail mve@oce.nl
Third quarter report 3
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Consolidated Statement of Operations
Period December 1, 2001 till August 31, 2002 Third quarter Nine months
Results in millions except per share* 2001 2002 2002 2001 2002 2002
(euro) (euro) US$ (euro) (euro) US$
Revenues from sales, rentals and service 759.9 712.0 698.2 2,282.1 2,275.8 2,231.7
Interest from financial lease 32.0 28.2 27.6 94.2 89.4 87.6
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Total revenues 791.9 740.1 725.8 2,376.3 2,365.2 2,319.3
Cost of sales, rentals and service 479.4 433.0 424.7 1,416.2 1,390.8 1,363.8
Gross margin 312.5 307.1 301.1 960.1 974.4 955.5
Operating expenses 264.0 262.8 257.7 797.4 818.4 802.5
Operating income 48.5 44.3 43.4 162.7 156.0 153.0
Financial expense (net) 17.0 12.0 11.7 52.4 42.3 41.5
Income before income taxes, equity in income of unconsolidated
companies and minority interests 31.5 32.3 31.7 110.3 113.7 111.5
Income taxes 9.8 10.7 10.5 34.2 37.2 36.5
Income before equity in income of unconsolidated companies and
minority interests 21.7 21.6 21.2 76.1 76.5 75.0
Equity in income of unconsolidated companies - 0.1 0.1 - 0.2 0.2
Income before minority interests 21.7 21.7 21.3 76.1 76.7 75.2
Minority interests in net income of subsidiaries 0.5 0.7 0.7 1.7 2.0 1.9
Net income 21.2 21.0 20.6 74.4 74.7 73.3
Net income attributable to holders of ordinary shares 20.3 20.1 19.7 71.7 72.1 70.7
Cash flow 69.3 71.3 70.0 216.1 222.6 218.2
EBITDA 96.7 96.6 94.7 304.4 305.8 299.9
Average number of outstanding ordinary shares (x 1,000) 85,508 84,112 84,112 85,618 84,112 84,112
Per ordinary share in US$
Net income 0.24 0.24 0.23 0.84 0.86 0.84
Cash flow 0.80 0.84 0.82 2.49 2.61 2.56
* The company reports in Euro ((euro)). As a convenience for US readers, the
results for 2001 and 2002 have been converted at US$ 0.9806 : (euro) 1,
the noon buying rate of August 30, 2002. This compares with US$ 0.909 :
(euro) 1 used at this time last year.
Third quarter report 3
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Consolidated Balance Sheet
Third quarter End fiscal year
In millions 2001 2002 2002 2000 2001 2001
(euro) (euro) US$ (euro) (euro) US$
Assets
Intangible assets 12 72 71 - 43 42
Tangible fixed assets 638 599 587 679 637 625
Financial fixed assets 761 678 665 799 751 736
Inventories 423 356 349 442 365 358
Accounts receivable and prepaid expenses 1,238 1,175 1,152 1,275 1,292 1,267
Cash and cash equivalents 31 42 41 21 40 39
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Total assets 3,103 2,922 2,865 3,216 3,128 3,067
Liabilities
Total shareholders' equity 1,011 940 922 989 909 891
Minority interest 40 39 38 42 40 39
Long term liabilities (provisions) 345 432 424 320 428 420
Long term debt 805 799 783 853 754 739
Short term debt 371 180 176 366 387 380
Other current liabilities 531 532 522 646 610 598
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Total liabilities 3,103 2,922 2,865 3,216 3,128 3,067
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Changes in shareholders' equity
Period December 1, 2001 till August 31, 2002 Nine months
In millions 2001 2002 2002
(euro) (euro) US$
Amount at December 1, 2001/2000 989 909 891
Net income 74 75 74
Dividend - - -
Conversion of convertible loans 6 - -
Purchase of shares -24 - -
Foreign currency translations -34 -44 -43
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At August 31 1,011 940 922
Third quarter report 3
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Consolidated Statement of Cash Flow
Period December 1, 2001 till August 31, 2002 Nine months
In millions 2001 2002 2002
(Euro) (Euro) US$
Cash flow from operating activities
Net income 74 75 74
Depreciation 142 150 147
Installed and divestments in rental equipment and financial
lease receivables -32 90 88
Long term liabilities (provisions) 10 8 8
Trade accounts and other receivables 75 78 76
Inventories 19 29 28
Trade accounts payable -36 -26 -25
Net change in other working capital accounts -65 -33 -32
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Cash flow from operating activities 187 371 364
Cash flow from investing activities
Capital expenditure in intangible assets -12 6 6
Investments and divestments in property, plant and equipment -74 -90 -88
Other investments -4 -16 -16
Net change unconsolidated companies - - -
Acquisitions (net of cash) -1 -63 -62
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Cash flow from investing activities -91 -163 -160
Cash flow from financing activities
Interest bearing loans -37 -171 -168
Dividend -40 -40 -39
Other -26 -1 -1
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Cash flow from financing activities -103 -212 -208
Effect of exchange rate changes 17 6 6
Changes in cash and cash equivalents 10 2 2
Third quarter report 3
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Oce is one of the world's leading companies in the area
of document management. In advanced research centres and
high-tech production facilities the company develops
products and services for the efficient and effective
exchange of information. These comprise products for the
reproduction, presentation, distribution and management
of documents.
The range of products and services offered by Oce is
characterised by its recognised high quality, which is
based on reliability, productivity, durability, ease of
use and environmental friendliness.
Oce's products and services are mainly offered direct
via the company's own sales and service organisations; a
limited number of them are also distributed via third
parties. Oce focuses on professional user environments,
particularly on those in which high document volumes are
processed. In 2001 Oce achieved total revenues of (euro)
3.2 billion and a net income before exceptional items of
(euro) 105 million.
Product range. Oce supplies:
- printers (black-and-white and colour), copiers,
scanners, software and supplies;
- professional services: consultancy relating to the
organisation of document management systems and system
integration in customer environments;
- Facility Services: organisation and operational
execution of document management in various customer
environments;
- maintenance and after sales service;
- financing of purchases of hardware and software; These
products and services can be supplied separately, but
also in combination with each other in the form of total
document management solutions.
Customers. Oce supplies its products mainly to
professional users in office environments and industry
in which high productivity and high volumes are
required, as well as to the printing industry. In these
environments Oce is characterised by its unique approach
which focuses on providing customer-specific solutions
in hardware, software and services.
Organisation. Oce largely develops and manufactures its
products itself. The company can draw on a strong
technology base thanks to its many years of expertise
and its programmes of consistent investment in R&D. This
basic strength is further enhanced via alliances with
strategic partners and through systematic cooperation
with co-developers and suppliers. The company's own
sales and service organisation provides a constant flow
of up-to-date market information, allowing Oce to
anticipate and respond in good time to changing market
requirements.
Oce has research and manufacturing centres in the
Netherlands, Germany, Belgium, France, the Czech
Republic, the United States and Japan.
The company operates in over eighty countries and is
active via its own sales companies in thirty-one of
these countries.
World-wide Oce has more than 22,000 employees, more than
half of whom work in sales, maintenance and services.
Ambition. Oce seeks to ensure continuity by pursuing a
pro-active technological and commercial strategy. This
is aimed at enabling the company to strengthen its
position in existing and new markets in the field of
document management.
In the strategic markets in which the company operates,
Oce seeks to achieve a top-three position. Its principal
objective is to create value for customers, employees
and investors. Part of this strategy is the improvement
of profitability, through autonomous growth and
acquisitions, in combination with efficiency
improvements and optimisation of the use of capital. To
measure this, Oce uses the return on total assets as
principal yardstick.
Oce aspires to grow in a world in which the
preconditions for sustainable development take priority.
Oce wants to be an attractive employer. Oce therefore
invests world-wide in a healthy,
Third quarter report 3
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inspirational working environment with good career
opportunities.
The publicly listed holding company of the Group is Oce
N.V. The issued share capital amounts to over (euro) 53
million divided into (euro) 43.6 million ordinary
shares, (euro) 10 million financing preference shares
and (euro) 1,500.- priority shares. The ordinary and
financing preference shares have a nominal value of
(euro) 0.50. Ordinary shares in Oce are listed on the
stock exchanges in Amsterdam (Euronext), Dusseldorf,
Frankfurt/Main and on the electronic stock exchange
(EBS) in Switzerland. Oce shares are also traded in the
United States as American Depositary Receipts (ADRS) via
NASDAQ under the symbol "OCENY" with one ADR
representing one ordinary share of Oce. Options to Oce
shares are traded on the Euronext Options Exchange.
Oce supplies a broad range of high quality products and
services to meet professional needs for the mangement of
document flows. In this way Oce enables people and
organisations to exchange information efficiently and
effectively.
Safe Harbor Statement
This announcement contains certain pronouncements and
expectations about Oce's future which are classed as
forward-looking statements within the meaning of the US
Private Securities Litigation Reform Act 1995 and are
deemed to constitute what are referred to in United
States legislation as safe harbors. The actual results
of the Company may differ substantially from these
forward-looking statements as a consequence of potential
risks, uncertainties and other factors over which the
Company has no control and which are neither manageable
nor foreseeable for Oce. These factors include the
general economic conditions and the technological and
commercial conditions in the countries and markets in
which Oce operates, as well as problems that might occur
during the integration of companies that have been
acquired by Oce.
The assets, debts and operating income of Oce may vary
from the forward-looking statements due to fluctuations
in exchange rates between the Euro and other currencies
that are of relevance for Oce's operations (notably
those of the US dollar, the pound Sterling and the
Japanese yen), as a result of interest rate changes or
because of other factors that are made public by Oce.
Readers should be aware of the fact that the
forward-looking statements are based on the best
knowledge available at the time of publication and
therefore offer no guarantee for developments in the
future. For a more detailed discussion of the risks and
other factors, readers are advised to consult Oce's
recent annual report and its "Annual Report on Form
20-F". Oce makes no commitment to publish any changes to
the forward-looking statements that may be the
conse-quence of events or circumstances that occur after
the publication date of these reports, except where such
is required by the applicable securities legislation.
Oce-N.V.
________________________________________________________
P.O. Box 101, 5900 MA Venlo, the Netherlands
[LOGO] Telephone (+31) (0)77 359 22 40
Telefax (+31) (0)77 359 54 36
Printing for Oce on Internet: http://www.oce.com
Professionals E-mail info@oce.com
Traderegister Venlo 12002283
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, thereunto duly authorized.
Oce N.V.
--------------------------------------
(Registrant)
By: /s/ R.L. van Iperen
----------------------------------
Chairman of the Board of Executive
Directors
(Principal Executive Officer)
Dated: October 10, 2002