earningsrelease8_k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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 29, 2009
Intermec,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-13279
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95-4647021
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(State
or other jurisdiction
of
incorporation)
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(Commission
file number)
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(I.R.S.
Employer
Identification
Number)
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6001
36th
Avenue West
Everett,
Washington
www.intermec.com
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98203-1264
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(Address
of principal executive offices and internet site)
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(Zip
Code)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02
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Results
of Operations and Financial
Condition.
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On April
30, 2009, Intermec, Inc. (“we,” “our” or “the company”) issued a press release
announcing our preliminary financial results for the first fiscal quarter ended
March 29, 2009. A copy of the press release is furnished as Exhibit
99.1 to this Current Report and is incorporated herein by reference (the “April
30, 2009 Press Release”).
The April
30, 2009 Press Release includes non-GAAP (adjusted) financial measures
for
Ÿ
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earnings
(loss) from operations before taxes
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Ÿ
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net
(loss) earnings, and
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Ÿ
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earnings
(loss) per diluted share.
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The April
30, 2009 Press Release also includes an outlook for second quarter 2009 non-GAAP
(adjusted) earnings (loss) per diluted share. Reconciliations of each of these
non-GAAP financial measures to the most directly comparable GAAP financial
measures are detailed in the Reconciliation of GAAP to Non-GAAP Net Earnings
attached to the April 30, 2009 Press Release.
Our
non-GAAP measures should be read in conjunction with the corresponding GAAP
measures. The non-GAAP measures should be considered in addition to,
and not as an alternative or substitute for, the measures prepared in accordance
with generally accepted accounting principles.
We
believe that excluding restructuring charges (principally related to severance
costs in connection with distinct organizational initiatives to reduce costs and
improve operational efficiency) provides supplemental information useful to
investors’ and management’s understanding of the company’s core operating
results, especially when comparing those results on a consistent basis to
results for previous periods and anticipated results for future
periods.
The
foregoing information in this Item 2.02 is furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended.
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Costs
Associated with Exit or Disposal
Activities.
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On April
29, 2009, we committed to a business restructuring plan intended to reduce our
operating cost structure over the remainder of 2009 (the “April
Announcement”). These reductions are intended to help us realize a
profitable annualized business model that reflects significantly reduced
operating costs in line with revenue expectations driven by current economic
conditions. We are announcing the plan to employees beginning on April 30, 2009,
and have issued a press release announcing the restructuring activities
described in this Item 2.05 of this Current Report. The press release
is attached as Exhibit 99.1 to this Current Report.
Under the
business restructuring plan announced on April 30, 2009, we will reduce our
global work force by approximately 12%. The headcount reductions will be across
most areas of the company. We expect to implement this restructuring
plan over the remainder of this year, beginning in the second fiscal quarter of
2009.
The
charges for the restructuring plan announced today are expected to be in a
pre-tax range of $15.0 million to $17.0 million. We expect to record
approximately $9.0 million to $10.0 million of restructuring charge for this
plan in the second quarter of 2009, and we expect that the balance will be
recorded over the remainder of 2009. We anticipate that substantially
all of the costs will be severance related and will be cash
expenditures.
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Regulation
FD Disclosure.
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In the
press release issued on April 30, 2009 and attached to this Current Report as
Exhibit 99.1 (the “April 30, 2009 Press Release”), we announced our outlook for
the second fiscal quarter of 2009 with respect to our anticipated range of
revenues, our anticipated range of GAAP diluted earnings (loss) per share from
continuing operations, and our anticipated range of non-GAAP diluted earnings
(loss) per share from continuing operations excluding restructuring
costs.
In the
April 30, 2009 Press Release, we also announced our commitment to a
restructuring plan relating to a reduction of our global work force, as
described more fully in Item 2.05 above. In the April 30, 2009 Press
Release and in Item 2.05, we described the anticipated restructuring costs
resulting from the actions described in Item 2.05.
In a
press release issued on January 8, 2009 and in a Current Report on Form 8-K
dated January 7, 2009, we disclosed our commitment to a restructuring plan
related to reorganization of our sales function and to reduce our operating cost
structure and improve efficiency (the “January Announcement”). In the April 30,
2009 Press Release reported in Item 2.02 of this Current Report, we described
anticipated restructuring costs resulting from the actions described in the
January Announcement.
When
completed, we estimate that the actions described in Item 2.05 of this Current
Report are expected to result in annualized cost savings of approximately $22
million to $25 million. These savings would be in addition to the annualized
savings of approximately $14 million to $16 million expected to result from the
restructuring plan relating to our sales organization and other business
functions disclosed in the January Announcement. The foregoing
estimates are included in the April 30, 2009 Press Release reported in Item
2.02 of this Current Report.
Forward-Looking
Statements
Statements
made in this Current Report, our April 30, 2009 Press Release, and any related
statements that express Intermec’s or our management’s intentions, hopes,
indications, beliefs, expectations, guidance, estimates, forecasts or
predictions of the future constitute forward-looking statements, as defined by
the Private Securities Litigation Reform Act of 1995, and relate to matters that
are not historical facts. They include, without limitation, statements
regarding: our cost reduction plans; our view of general economic and market
conditions; and our revenue, expense, earnings or financial outlook for the
second fiscal quarter of 2009 or any current or future period. They
also include statements about our ability to develop, produce, market or sell
our products, either directly or through third parties, reduce expenses, improve
efficiency, realign resources, continue operational improvement and
year-over-year growth, and about the applicability of accounting policies used
in our financial reporting. These statements represent beliefs and expectations
only as of the date they were made. We may elect to update forward-looking
statements but we expressly disclaim any obligation to do so, even if our
beliefs and expectations change. Actual results may differ from those expressed
or implied in our forward-looking statements. Such forward-looking statements
involve and are subject to certain risks and uncertainties. These include, but
are not limited to, risks and uncertainties described more fully
in our reports filed or to be filed with the Securities and Exchange
Commission including, but not limited to, our annual reports on Form 10-K and
quarterly reports on Form 10-Q.
The
foregoing information in this Item 7.01 is furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
Number
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Description
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99.1
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Press
release issued by Intermec, Inc. on April 30,
2009
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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.
Intermec,
Inc.
(Registrant)
Date: April
30, 2009
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By: /s/ Robert J.
Driessnack
Robert J. Driessnack
Senior Vice President and Chief
Financial Officer
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