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 months of June and July 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. ____
[LOGO OF OCE]
Press release
Oce N.V.
Venlo, the Netherlands
Publication results second quarter financial year 2002
Oce N.V. will publish the results for the second quarter and the first six
months of the 2002 financial year on Thursday, July 4 (before opening of the
Euronext Stock Exchange in Amsterdam) and not on Wednesday July 3, 2002 (after
close of the Euronext stock exchange), as was announced in the annual report
2001.
Oce N.V.
June 4, 2002
For further information:
Oce Investor Relations
phone #31.77.3592977
2
Results second quarter and first six months 2002
Second quarter First six months
2002 2002
---- ----
In US$ millions
Revenues 771.5 (+2%) 1,517.6 (+3%)
EBITDA 98.6 (+3%) 195.4 (+1%)
EBIT 53.1 (+2%) 104.3 (-2%)
Net income 26.0 (+11%) 50.2 (+1%)
In US$
Net income per share 0.30 (+14%) 0.58 (+3%)
- --------------------
The figures given in this report are unaudited.
.. Net income slightly higher than in 2001
.. Autonomous revenues decline due to lower machine sales
.. Operational costs under control; working capital reduced
.. Restructuring on schedule
.. Outsourcing of lease portfolio delayed
Venlo, the Netherlands, July 4, 2002: Consolidated results for the second
quarter and the first six months of fiscal 2002 were published today by Oce N.V.
(NASDAQ-OCENY).
Results second quarter 2002. During the second quarter revenues from the Dutch
based supplier of digital document systems and services increased to US$ 772
million (+2%). On an autonomous basis there was a 2% decrease. Although the
decline in sales of machines stabilised, there are still no clear signs of the
trend starting to move upwards again. A higher gross margin (41.3% as against
41.0% in 2001) and slightly higher operating expenses (attributable in full to
acquisitions) resulted in an operating income (EBIT) of US$ 53 million, more
than 2% higher than in 2001; EBITDA increased by 3%. Income after taxation was
11% higher than in the corresponding period of the previous year.
Results first six months 2002. Operating income (EBIT) was in line with
previously published expectations, whilst net income was slightly higher.
Revenues amounted to US$ 1,518 million, an increase of almost 3% on the
equivalent period of 2001. This increase was the result of positive exchange
rate effects (+1%) in the first quarter and acquisitions (+4%). On an autonomous
basis revenues were 2% down on those of 2001. Machine sales were 14% lower on
aggregate; however, higher revenues from software and services largely
compensated for this decrease. This picture is practically identical in all
Business Units; the autonomous decrease in revenues was 2% in Document Printing
Systems and 5% in Wide Format Printing Systems, whilst in Production Printing
Systems there was no change in autonomous revenues.
The gross margin as a percentage of revenues went up from 40.9% in 2001 to
41.1%. Positive exchange rate influences were reduced by mix effects (the
increased importance of Facility Services) and by volume effects. In total the
gross margin increased by US$ 19 million.
Operating expenses rose by more than 4%, but this was attributable to
acquisitions that took place after mid-2001. If these acquisitions are excluded,
there was a slight decline in operating expenses (-1%). This reflects the
initial benefits of the restructuring operation and of stringent cost control.
Operating income (EBIT: US$ 104 million) was 2% lower than in 2001. This is an
improvement compared to the first quarter. EBITDA increased by 1% to US$ 195
million.
Financial expense (net) was lower than in 2001 and tax charges were higher. On
balance net income increased by 1% to US$ 50 million or US$ 0.58 per share based
on 84,111,878 shares, being the weighted average number of ordinary shares
outstanding, compared to US$ 50 million or US$ 0.56 per share, based on
85,672,182 shares, being the weighted average number of ordinary shares
outstanding at the first half of fiscal 2001.
The restructuring programme is on schedule and the expectation is that the
targeted savings of US$ 33 million will be achieved in 2002. The
number of job reductions already realised as part of the restructuring operation
amounts to 341, which is equivalent to 32% of the target figure for the end of
2003. Of the planned reduction in unprofitable low-volume analogue machines, 22%
of the target of US$ 47 million by the end of 2004 has meanwhile been achieved.
The outsourcing of the lease activities in Scandinavia is proceeding according
to plan. Outsourcing in the rest of Europe has been delayed because the
contractual conditions require extra carefulness.
Results Strategic Business Units. In all Strategic Business Units the
consequences of the weaker economic climate are making themselves felt.
Investments are being postponed and this is leading to lower sales of machines.
The lower machine sales are largely being compensated for by increased revenues
from software and services. In geographical terms there are no significant
exceptions to the picture outlined above. Oce has maintained its market position
in all strategic market segments.
In Document Printing Systems (DPS) revenues rose during the first six months by
more than 1% to US$ 713 million; on an autonomous basis there was a decrease of
2%. Machine sales were down by 9% on the previous year. Sales of the Oce CPS700
color printer are proceeding according to plan.
The increase in revenues from Facility Services continues to be most
satisfactory (+26%, of which 19% autonomous). Operating income in DPS before R&D
expenditure was US$ 59 million (2001: US$ 67 million), with the assets of DPS
amounting to US$ 1,516 million (2001: US$ 1,655 million).
Production Printing Systems (PPS) had a good first six months. Revenues rose by
1% to US$ 369 million. There was no autonomous increase in revenues. Sales of
machines were down by 17%. The order portfolio is stable but still at too low a
level.
Operating income of PPS before R&D expenditure was US$ 70 million (2001: US$ 67
million); the assets of PPS amounted to US$ 540 million (2001: US$ 612 million).
In Wide Format Printing Systems (WFPS) revenues in the first half of the
financial year were US$ 436 million (+6%). On an autonomous basis revenues
decreased by 5%. Machine sales were 18% lower than in 2001. The integration
within Display Graphics of the businesses that were acquired (e.g.
Rastergraphics and Onyx Graphics) is progressing smoothly. Despite the
integration expenses and the amortisation of goodwill arising upon acquisition,
the operating income of WFPS before R&D expenditure rose by US$ 5 million to US$
70 million (2001: US$ 65 million). The assets of WFPS amounted to US$ 753
million (2001: US$ 764 million).
Geographical spread of activities. During the first six months revenues in North
America rose to 43% of total revenues; for Europe this figure was 51%. The
influence of the economic climate does not differ significantly in these
regions. Particularly in the United States and the Netherlands the results are
developing favorably.
Balance sheet and cash flow. Total assets were US$ 221 million lower than in
2001. This decrease is the net result of the consolidation of acquired
businesses (+ US$ 67 million), exchange rate effects (- US$ 135 million) and
autonomous reductions (- US$ 153 million). Particularly the decrease in trade
accounts and lease debtor receivable and the decrease in inventories are
continuing unabated.
Interest-bearing loans decreased by US$ 153 million to US$ 1,003 million.
Free cash flow (i.e. cash flow before financing activities but after
acquisitions) amounted to US$ 88 million positive.
Prospects. Because of the continuing adverse investment climate revenues are
expected to be at the same level as in 2001.
The influence of a lower exchange rate for the US dollar will depress the
result.
Thanks to a reduced cost level the expectation is that operating income for 2002
will be at least equal to that of 2001. Net income will work out higher than in
2001.
Oce N.V.
July 4, 2002
/s/ R. L. van Iperen
For further information:
Oce N.V.
Pierrre Vincent, Investor Relations Manager
Venlo, the Netherlands
Telephone #31 77 359 2240
E-mail mve@oce.nl
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Consolidated Statement of Operations
Period December 1, 2001 till May 31, 2002 Second quarter Six 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 776.9 795.9 743.3 1,522.1 1,563.8 1,460.5
Interest from financial lease 31.9 30.2 28.2 62.3 61.2 57.1
------------------------------------------------------------
Total revenues 808.8 826.1 771.5 1,584.4 1.625.0 1,517.6
Cost of sales, rentals and service 476.9 485.3 453.2 936.8 957.7 894.4
Gross margin 331.9 340.8 318.3 647.6 667.3 623.2
Operating expenses 276.4 284.0 265.2 533.4 555.6 518.9
Operating income 55.5 56.8 53.1 114.2 111.7 104.3
Financial expense (net) 18.1 14.2 13.4 35.4 30.3 28.3
Income before income taxes, equity in income of
unconsolidated companies and minority interests 37.4 42.6 39.7 78.8 81.4 76.0
Income taxes 11.6 14.1 13.1 24.3 26.5 24.8
Income before equity in income of unconsolidated
companies and minority interests 25.8 28.5 26.6 54.5 54.9 51.2
Equity in income of unconsolidated companies - - - - - -
Income before minority interests 25.8 28.5 26.6 54.5 54.9 51.2
Minority interests in net income of subsidiaries 0.7 0.6 0.6 1.3 1.2 1.0
Net income 25.1 27.9 26.0 53.2 53.7 50.2
Net income attributable to holders of ordinary shares 24.2 27.0 25.2 51.5 51.9 48.5
Cash flow 72.3 76.6 71.6 146.7 151.2 141.2
102.7 105.5 98.6 207.7 209.1 195.4
Average number of outstanding ordinary shares (x 1,000) 85,771 84,112 84,112 85,672 84,112 84,112
Per ordinary share
Net income 0.28 0.32 0.30 0.60 0.62 0.58
Cash flow 0.83 0.90 0.84 1.69 1.78 1.66
* The company reports in Euro (Euro). As a convenience for US readers, the
results for 2001 and 2002 have been converted at US$ 0.9339 : (Euro) 1, the
noon buying rate of May 31, 2002. This compares with US$ 0.8455 : (Euro) 1
used at this time last year.
Consolidated Balance Sheet
Second quarter End fiscal year
In millions 2001 2002 2002 2000 2001 2001
(Euro) (Euro) US$ (Euro) (Euro) US$
Assets
Intangible assets 7 88 82 - 43 40
Tangible fixed assets 670 603 563 679 637 595
Financial fixed assets 819 712 665 799 751 701
Inventories 447 369 345 442 365 341
Accounts receivable and prepaid expenses 1,274 1,196 1,117 1,275 1,292 1,207
Cash and cash equivalents 28 40 37 21 40 37
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Total assets 3,245 3,008 2,809 3,216 3,128 2,921
Liabilities
Total shareholders' equity 1,047 938 876 989 909 849
Minority interest 39 39 36 42 40 37
Long term liabilities (provisions) 350 417 389 320 428 400
Long term debt 870 941 880 853 754 704
Short term debt 367 132 123 366 387 361
Other current liabilities 572 541 505 646 610 570
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Total liabilities 3,245 3,008 2,809 3,216 3,128 2,921
Changes in shareholders' equity
Period December 1, 2001 till May 31, 2002 Six months
In millions 2001 2002 2002
(Euro) (Euro) US$
Amount at December 1, 2001/2000 989 909 849
Net income 53 54 50
Dividend - - -
Conversion of convertible loans 3 - -
Foreign currency translations 2 -25 -23
------------------------------------
At May 31 1,047 938 876
Consolidated Statement of Cash Flow
Period December 1, 2001 till May 31, 2002 Six months
In millions 2001 2002 2002
(Euro) (Euro) US$
Cash flow from operating activities
Net income 53 54 50
Depreciation 94 97 91
Installed and divestments in rental equipment and financial
lease receivables -22 37 35
Long term liabilities (provisions) 11 -9 -8
Trade accounts and other receivables 46 74 69
Inventories -4 10 9
Trade accounts payable -19 -9 -8
Net change in other working capital accounts -54 -51 -48
----------------------------------------------------
Total cash flows from operating activities 105 203 190
Cash flow from investing activities
Capital expenditure in intangible assets -7 -3 -3
Investments and divestments in property, plant and equipment -55 -47 -44
Other investments - -7 -7
Net change unconsolidated companies - 1 1
Acquisitions (net of cash) - -53 -49
----------------------------------------------------
Total cash flow from investing activities -62 -109 -102
Cash flow from financing activities
Interest bearing loans 20 -68 -64
Dividend -40 -40 -37
Other -2 -2 -2
----------------------------------------------------
Total cash flow from financing activities -22 -110 -103
Effect of exchange rate changes -14 16 15
Changes in cash and cash equivalents 7 - -
Oce Profile
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 US$ 3.2 billion and a
net income before exceptional items of US$ 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 capital invested 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, 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 finanicing preference
shares have a nominal value of (Euro) 0.50. Ordinary shares in Oce are
listed on the stock exchanges in Amsterdam, Dusseldorf, Frankfurt/Main
and on the electronic stock exchange (EBS) in Switzerland. They are
traded in the United States as American Depositary Receipts (ADRS) via
NASDAQ under the symbol OCENY, one ADR representing one ordinary Oce
share traded on the Amsterdam Exchanges. Options to Oce shares are traded
on Euronext Amsterdam.
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.
- --------------------------------------------------------------------------------
[LOGO OF OCE] P.O. Box 101, 5900 MA Venlo, the Netherlands
Printing for Telephone (+31) (0)77 359 22 40
Professionals Telefax (+31) (0)77 359 54 36
Oce on Internet: http://www.oce.com
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: July 15, 2002