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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 1999
ANSALDO SIGNAL N.V.
(Exact name of registrant as specified in its charter)
Schiphol Boulevard 267
1118 BH Schiphol,
The Netherlands
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(Address of principal executive office)
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 the Registrant by furnishing the information
contained in this Form 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/
This document contains 8 pages. The exhibit index is located on page 2.
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EXHIBIT INDEX
Description Page No.
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1. A press release of the Company dated
December 14, 1999, announcing third
quarter results 4
2
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SIGNATURE
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.
ANSALDO SIGNAL N.V.
Date: December 14, 1999 By: /s/ James Sanders
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Name: James Sanders
Title: Chief Executive Officer
3
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Ansaldo Signal N.V.
Contact
Gregory M. Babicz
Phone: (412) 688-2459
Fax: (412) 688-2660
Ansaldo Signal Releases Third Quarter Results
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December 14, 1999 (Schiphol, The Netherlands)
Ansaldo Signal N.V. (NASDAQ:ASIGF) today announced its unaudited results for the
third quarter and nine months ended September 30, 1999.
Net loss in the third quarter was ($2,363,000) or ($0.12) per share, compared
with an income of $306,000 or $0.01 per share for the third quarter ended
September 30, 1998 and a loss of ($3,165,000) or ($0.15) per share in the third
quarter of 1997.
In the first nine months of 1999, net loss was ($2,044,000), or ($0.10) per
share, compared with a 1998 loss of ($78,000) or ($0.00) per share and a 1997
loss of ($9,198,000) or ($0.45) per share.
Loss from operations in the third quarter of 1999 was ($1,486,000), compared
with an income of $3,770,000 for the third quarter of 1998 and a loss of
($316,000) for the third quarter 1997.
In the first nine months of this year, income from operations was $6,411,000
compared with $10,777,000 for 1998 and a loss of ($4,137,000) in 1997.
Third quarter revenues were $78,403,000 compared with $76,868,000 for 1998 and
$64,999,000 for the third quarter 1997.
In the first nine months of 1999, revenues were $243,101,000 compared with
$239,573,000 in 1998 and $220,510,000 in 1997.
Backlog on September 30, 1999, was $688,212,000 compared with $792,220,000 at
end-of-year 1998.
Commenting on today's announcement, President and CEO James Sanders said that
the quarter's results were negatively impacted by an accrual of $3,800,000 under
one contract that has a major software component. "While it has currently
impacted us unfavorably, we believe this software, when developed, will position
the Company with excellent technology to exploit opportunities for highly
automated systems worldwide."
Sanders also noted the general softness in the U.S. components sector of the
Company's business that contributed to the decline in the Company's third
quarter performance.
Ansaldo Segnalamento Ferroviario S.p.A. - CSEE Transport S.A. -
Union Switch & Signal Inc. US&S Pty. Ltd. - AT Signal System A.B. -
Ansaldo Trasporti Signaling (Ireland) Ltd.
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Ansaldo Signal N.V.
Press Release Page 2
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"Based on these factors," said Sanders, "the Company's year-end results are
expected to be approximately break even."
Sanders also reviewed various management changes in the operations and finance
activities of the Company. "As previously announced, I am looking forward to
Roberto Gagliardi joining me as a Managing Director and Executive Vice President
of the Company. Already during his few months with the Company, he has emerged
as an excellent head of operations, thanks to his extensive experience in an
automation control industrial environment."
Sanders stated, however, that he had regretfully accepted the resignation of
Bruno Tufari as a Managing Director and Executive Vice President. Mr. Tufari,
who joined the Company in 1998, will be taking a position in another industry.
"Mr. Tufari has been a key contributor to the fiscal administration of the
Company. His expertise in our business was much appreciated, and he leaves with
all our best wishes for success in his new endeavor," said Sanders.
Mr. Tufari will continue his duties with Ansaldo Signal until early in 2000 and
will remain responsible for the fiscal year-end closing and related activities.
Sanders confirmed that Mr. Franco Cerioli, currently Director of Planning and
Control, would assume Mr. Tufari's responsibilities. "Mr. Cerioli is well
prepared for his new assignment," Sanders stated, "as both an experienced
manager and as an engineer with an MBA degree from LUISS University of Rome."
Cerioli has held a series of financial management positions at Finmeccanica's
affiliates since 1993, with progressively more responsibility. Mr. Cerioli
served at Union Switch & Signal, the Company's U.S. subsidiary based in
Pittsburgh, PA in 1997 and 1998.
In addition, Sanders noted that Jerome Arnaud had joined the Company from Price
Waterhouse Coopers in June 1999. Since that time, as Controller, he has assumed
direct responsibility for the Company's financial reporting and consolidation
activities.
"We have an excellent operational and financial control team on board. With
their assistance we will continue to seek operating cost reductions while
enhancing customer satisfaction throughout all of our markets," concluded
Sanders.
Ansaldo Signal (NASDAQ:ASIGF) offers signaling automation and control systems,
products, services and maintenance to rail-based customers around the world.
Based in Schiphol, The Netherlands, it is affiliated with Finmeccanica/Ansaldo
Trasporti.
Among the important factors that could prevent the Company from achieving its
goals - and cause actual results to differ materially from those expressed in
the forward-looking statements - include, but are not limited to, the following
risk factors: (i) reliance on programs that are dependent, in whole or in part,
on public sector funding by various international, national, regional and local
governmental authorities, (ii) the unpredictability in terms of the cost and
time of software development or customization, including those errors or defects
on new or enhanced versions containing more sophisticated levels of technology,
(iii) adverse economic conditions in key markets that could adversely affect
sales by companies in the railway signaling, automation and control sector,
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Ansaldo Signal N.V.
Press Release Page 3
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including the company's subsidiaries, (iv) uncertainty of new product
development to meet changing, increasingly sophisticated, customer needs and
industry realignment, that anticipate and respond to technological changes in
the automation and control market and that achieve market acceptance, (v) the
risk of foreign exchange rate fluctuations, (vi) fluctuations in operating
results due to the number, size and timing of long-term contracts awarded during
a particular period, (vii) potential conflicts of interest between the Company
and ATR, (viii) the potential problems associated with the Year 2000, (ix)
potential downturns in general economic conditions, (x) timely completion within
budget of long term fixed-price contracts, especially those requiring extensive
software customization, and (xi) the instability of foreign economies and
governments, particularly in Asia.
These and other risks and uncertainties affecting the Company are also discussed
in other filings by the Company with the United States Securities and Exchange
Commission.
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Ansaldo Signal N.V.
Press Release Page 4
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CONSOLIDATED STATEMENT OF OPERATIONS
($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September September September September September September
30, 1999 30, 1998 30, 1997 30, 1999 30, 1998 30, 1997
<S> <C> <C> <C> <C> <C> <C>
Revenue.................................. $ 78,403 $ 76,868 $ 64,999 $ 243,101 $ 239,573 $ 220,510
Cost of revenue.......................... 66,878 60,411 50,885 200,198 190,386 178,677
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Gross Profit......................... 11,525 16,457 14,114 42,903 49,187 41,833
Operating expenses:
Selling, general and administrative.. 11,209 12,147 12,300 34,389 34,942 40,029
Research & development - net......... 1,660 1,226 2,185 5,339 6,348 8,132
Other operating (income) expense..... 142 (686) (55) (3,236) (2,880) (2,191)
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Operating expenses............ 13,011 12,687 14,430 36,492 38,410 45,970
Operating income (loss)....... (1,486) 3,770 (316) 6,411 10,777 (4,137)
Interest expense......................... 2,363 2,766 2,053 7,330 7,515 6,497
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Income (loss) before income tax & minority
interest in net income (loss) of
subsidiaries...................... (3,849) 1,004 (2,369) (919) 3,262 (10,634)
Provision for (benefit from) income taxes (1,487) 681 879 998 3,291 (1,418)
Minority interest in net (income) loss of
subsidiaries...................... (1) (17) 83 (127) (49) 18
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Net income (loss)............. $ (2,363) $ 306 $ (3,165) $ (2,044) $ (78) $ (9,198)
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Basic and diluted net income
(loss) per common share....... $ (0.12) $ 0.01 $ (0.15) $ (0.10) $ (0.00) $ (0.45)
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Basic and diluted weighted average number
common
shares outstanding....................... 20,448,750 20,448,750 20,448,750 20,448,750 20,448,750 20,448,750
</TABLE>
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Ansaldo Signal N.V.
Press Release Page 5
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CONSOLIDATED BALANCE SHEET
($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents.......................................... $ 14,449 $ 12,913
Receivables - net.................................................. 77,265 104,647
Receivables from parent and affiliates............................. 5,359 10,051
Inventory.......................................................... 49,912 49,305
Costs and estimated earnings in excess of billings
on uncompleted contracts......................................... 221,324 182,253
Deferred income taxes.............................................. 10,183 6,844
Prepaid expenses and other current assets.......................... 13,570 13,763
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Total current assets........................................... 392,062 379,776
Contract receivables - retentions.................................... 7,152 11,275
Property, plant and equipment - net.................................. 29,779 33,735
Intangible assets-net................................................ 28,557 33,658
Deferred tax assets - noncurrent..................................... 9,852 9,320
Other assets......................................................... 4,654 4,828
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Total assets................................................... $ 472,056 $ 472,592
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Liabilities and Shareholders' Equity
Current liabilities:
Short term borrowings and current
obligations under capital leases ................................ $ 126,164 $ 75,403
Accounts payable................................................... 102,689 91,593
Accounts payable-parent and affiliates............................. 1,783 4,956
Accrued liabilities................................................ 28,879 27,982
Accrued reorganization costs....................................... 646 2,276
Billings in excess of costs and estimated earnings
on uncompleted contracts ........................................ 53,266 53,137
Long-term borrowings due within one year........................... 0 4,286
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Total current liabilities...................................... 313,427 259,633
Employee benefits obligations........................................ 19,669 22,477
Deferred income taxes................................................ 554 647
Other liabilities.................................................... 10,251 10,844
Long-term borrowings and obligations under capital leases............ 17,150 40,335
Long-term borrowings from parent..................................... 5,626 26,282
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Total liabilities.............................................. 366,677 360,218
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Shareholders' equity:
Priority shares, NLG 0.01 par value, authorized 100
shares, no shares issued and outstanding......................... - -
Common share, NLG 0.01 par value, authorized 50,000,000
shares, issued and outstanding 20,448,750 and 20,448,750......... 120 120
Additional paid-in capital......................................... 139,999 139,999
Foreign currency translation adjustments........................... -12,212 -7,262
Accumulated earnings (deficit)..................................... -22,528 -20,483
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Total shareholders' equity..................................... 105,379 112,374
Commitments and contingencies ....................................... - -
Total liabilities and shareholders' equity..................... $ 472,056 $ 472,592
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