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 March 2005

 

Commission File Number:   0-27346

 

TRIPLE P N.V.

(Translation of registrant’s name into English)

 

Ir. D.S. Tuynmanweg 10,

4131 PN Vianen, The Netherlands

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ý Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

 

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 o No ý

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  82-               

 

 


 

On March 17, 2005, the Company issued a press release regarding its preliminary results of operations for the three months and twelve months ended December 31, 2004.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Exhibits

 

99.1 Press Release issued on March 17, 2005

 

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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 thereunto duly authorized.

 

 

TRIPLE P N.V.

 

 

 

 

 

By:

/s/ Huub Crijns

 

 

Name: Huub Crijns

 

Title: Chief Executive Officer

 

 

 

 

 

By:

/s/ Peter Blokhuis

 

 

Name: Peter Blokhuis

 

Title: Concern Controller

 

 

 

 

Date: March 21, 2005

 

 

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Exhibit 99.1

 

Triple P Press release

 

Triple P reports preliminary results of operations for fourth quarter and fiscal year 2004

 

 

 

 

 

 

PRESS RELEASE

 

TRIPLE P REPORTS PRELIMINARY RESULTS OF OPERATIONS FOR FOURTH QUARTER AND FISCAL YEAR 2004

 

March 17, 2005 - Vianen, The Netherlands. Triple P N.V. (NASDAQ SCM: TPPP) announced that it closed the fourth quarter of 2004 with net revenues of € 26.1 million and a net profit of € 1.2 million.

 

Fourth quarter 2004

 

In the fourth quarter of 2004, Triple P earned income before taxation of € 1.4 million, a decrease of approximately 2.1% compared to the same period of 2003.

 

The Company reported net revenues of € 26.1 million for the fourth quarter of 2004, an increase of 10.8% compared to the same period of 2003.  Systems revenues were up 26.6% compared to the prior year, and services revenues were down 22.1% due primarily to the restructuring that was implemented last September and weak market conditions.  As a result, gross margin dropped from 17.7% to 13.4%.

 

Key figures for the fourth quarter

 

(amounts in thousands of euros unless otherwise
indicated)

 

Q4 2003
EUR

 

Q4 2004
EUR

 

Diff.
%

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

23,556

 

26,107

 

10.8

%

Gross margin

 

17.7

%

13.4

%

(24.0

)%

Operating expense

 

2,659

 

2,104

 

(20.9

)%

Income before taxation

 

1,403

 

1,374

 

(2.1

)%

Net income

 

1,403

 

1,162

 

(17.2

)%

 

Restructuring

 

In the third quarter of 2004, the Company adopted a restructuring plan designed to implement its strategic plan of focusing on higher margin activities, such as Mission Critical and IP & Wireless solutions, Managed Services and Procurement Services.  The Company has completed most of the reductions in headcount and the strategic focus areas are imbedded in the organization.  The Company incurred a restructuring charge of € 1.75 million in the third quarter of 2004 related to the anticipated costs of the restructuring plan.  In addition,

 

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the Company incurred an additional € 0.96 million in expenses related to a revision of the 2003 restructuring, resulting in total non-operational expenses in 2004 of € 2.7 million.

 

Fiscal Year 2004

 

Net revenues for fiscal year 2004 were € 74.3 million, a decrease of 7.6% compared to last year.  Gross margin decreased from 17.6% to 15.4%. Operating expenses decreased by 2.8%, as savings from the Company’s restructurings were offset in large part by the above mentioned € 2.7 million of restructuring expense.

 

The Company sustained a net loss of € 2.0 million. At December 31, 2004 Triple P had a total cash position of € 6.5 million, an increase of 5% compared to December 31, 2003.

 

Key figures for the fiscal year

 

(amounts in thousands of euros unless otherwise
indicated)

 

2003
EUR

 

2004
EUR

 

Diff.
%

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

80,371

 

74,265

 

(7.6

)%

Gross margin

 

17.6

%

15.4

%

(12.5

)%

Operating expenses

 

13,485

 

13,102

 

(2.8

)%

Income (loss) before taxation

 

442

 

(1,835

)

na

 

Net income (loss)

 

442

 

(2,047

)

na

 

 

Liquidity

 

As previously disclosed, the Company is considering various alternatives to meet its funding needs, including actions designed to increase stockholders’ equity.  The Company expects to complete this review and implement a financing plan in the first half of 2005.

 

About Triple P

 

Triple P (Nasdaq SCM: TPPP) designs, supplies, builds and manages ICT-solutions that in an efficient way contribute to your company’s results.  The three p’s - people performance and partnership - are the basis for long-lasting and successful relationships with our customers.

 

This release contains a number of forward-looking statements based on current expectations, including potential financing plans and the impact of restructuring plans.  Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements.  Actual results may differ materially due to a number of factors which include, but are not limited to:  overall ICT- spending and demand for ICT services in the Netherlands; the timing of significant orders; the ability to hire, train and retain qualified personnel; the total amount of severance and other costs needed to complete the Company’s restructuring plans and fierce competition.  For a more thorough discussion of these risks and uncertainties, see the Company’s filings with the Securities and Exchange Commission, particularly its most recent annual report on Form 20-F.

 

Contact

 

Triple P NV

PO-box 245

4130 EE Vianen

The Netherlands

 

Phone:  + 31 347 353650

Fax:      + 31 347 353666

e-Mail: info@triple-p.nl

www.triple-p.nl

 

- Tables follow -

 

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TRIPLE P N.V.

CONSOLIDATED BALANCE SHEETS

(in thousands except per share amounts)

 

 

 

December 31,

 

December 31,

 

 

 

2003

 

2004

 

 

 

EUR

 

EUR

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

5,732

 

6,495

 

Restricted cash

 

462

 

12

 

Accounts receivable

 

10,182

 

9,706

 

Inventories

 

1,255

 

1,948

 

Prepaid expenses and other current assets

 

2,186

 

2,317

 

Total current assets

 

19,817

 

20,478

 

 

 

 

 

 

 

NON-CURRENT ASSETS:

 

 

 

 

 

Property and equipment, at cost

 

2,564

 

2,329

 

Less: accumulated depreciation and amortization

 

1,265

 

1,448

 

Net property and equipment

 

1,299

 

881

 

Total non-current assets

 

1,299

 

881

 

Total assets

 

21,116

 

21,359

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Short-term part of long-term liabilities

 

322

 

119

 

Accounts payable

 

7,470

 

8,105

 

Accrued liabilities

 

5,436

 

6,446

 

Customer deposits

 

622

 

1,154

 

Deferred revenue

 

3,767

 

3,034

 

Restructuring reserve

 

205

 

964

 

Total current liabilities

 

17,822

 

19,822

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

Pension obligations

 

424

 

434

 

Other long-term liabilities

 

143

 

461

 

Total long-term liabilities

 

567

 

895

 

Total liabilities

 

18,389

 

20,717

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Common Shares, EUR 0.04 par value per share

 

 

 

 

 

Authorised - 43,750,000 shares

 

 

 

 

 

Outstanding - 30,469,345 shares

 

1,219

 

1,219

 

Additional paid-in capital

 

53,293

 

53,293

 

Accumulated deficit

 

(51,556

)

(53,603

)

Accumulated other comprehensive loss

 

(229

)

(267

)

Total shareholders’ equity

 

2,727

 

642

 

Total liabilities and shareholders’ equity

 

21,116

 

21,359

 

 

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TRIPLE P N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

 

 

Three months ended
December 31

 

Twelve months ended
December 31

 

 

 

2003

 

2004

 

2003

 

2004

 

 

 

EUR

 

EUR

 

EUR

 

EUR

 

 

 

(unaudited)

 

(unaudited)

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

23,556

 

26,107

 

80,371

 

74,265

 

Cost of revenues

 

19,392

 

22,600

 

66,261

 

62,858

 

Gross profit

 

4,164

 

3,507

 

14,110

 

11,407

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expense

 

2,002

 

1,760

 

8,550

 

7,215

 

General and administrative expense

 

657

 

344

 

3,654

 

4,137

 

Restructuring charge

 

—

 

 

 

1,281

 

1,750

 

Total operating expenses

 

2,659

 

2,104

 

13,485

 

13,102

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

1,505

 

1,403

 

625

 

(1,695

)

 

 

 

 

 

 

 

 

 

 

Interest income (expense)

 

(21

)

8

 

(69

)

5

 

Other, net

 

(81

)

(37

)

(114

)

(145

)

Total other income (expense), net

 

(102

)

(29

)

(183

)

(140

)

 

 

 

 

 

 

 

 

 

 

Income (loss) before taxation

 

1,403

 

1,374

 

442

 

(1,835

)

 

 

 

 

 

 

 

 

 

 

Income tax

 

—

 

(212

)

—

 

(212

)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

1,403

 

1,162

 

442

 

(2,047

)

 

 

 

 

 

 

 

 

 

 

Net Income per share (1):

 

 

 

 

 

 

 

 

 

Basic

 

0.05

 

0.04

 

0.01

 

(0.07

)

Diluted

 

0.05

 

0.04

 

0.01

 

(0.07

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

30,469

 

30,469

 

30,469

 

30,469

 

Diluted

 

30,479

 

30,469

 

30,469

 

30,469

 

 

 

 

 

 

 

 

 

 

 

 

(1)           The calculation of the number of ordinary shares used in computing diluted net income per ordinary share in 2004 does not assume the effect of the exercise of options issued under Triple P Stock Option Plans as such conversions and exercises would have an anti-dilutive effect.

 

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