FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 15d-16 of
the Securities Exchange Act of 1934
For the month of February, 2000
STOLT-NIELSEN S.A.
(Translation of registrant's name into English)
c/o Stolt-Nielsen Limited
Aldwych House
71-91 Aldwych
London WC2B HN
England
(Address of principal executive offices)
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Attached herewith is a press release announcing the financial results of
the registrant for the fourth quarter and the year ended November 30, 1999.
This Report of Foreign Issuer on Form 6-K is hereby incorporated by
reference into the Offering Circular, dated January 21, 2000, which was filed as
an exhibit to the registrant's Issuer Tender Offer Statement on Schedule 13E-4
and the registrant's Transaction Statement on Schedule 13E-3 filed on January
21, 2000, as such Schedules may be amended or supplemented.
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STOLT-NIELSEN S.A. REPORTS
FOURTH QUARTER AND FULL YEAR RESULTS
London, England - February 3, 2000 - Stolt-Nielsen S.A. (Nasdaq: STLTF,
STLBY; Oslo Stock Exchange: SNIB) today reported results for the fourth quarter
and the year ended November 30, 1999. Net income for the latest quarter was
$15.4 million, or $0.28 per Common and Class B share, on net operating revenue
of $446.2 million, compared with net income of $13.7 million, or $0.25 per
share, on net operating revenue of $502.2 million for the fourth quarter in
1998. Adjusted for a non-recurring gain of $11.0 million for the recognition of
a tax net operating loss carryforward in Stolt Sea Farm in Norway, net income
for the fourth quarter of 1999 was $4.4 million, or $0.08 per Common and Class B
Share. The weighted basic average number of shares outstanding for the fourth
quarter of 1999 was 54.6 million compared to 54.5 million for the same period of
1998.
Net income for the year ended November 30, 1999 was $46.9 million, or $0.86
per Common and Class B share, on net operating revenue of $1,780.9 million,
compared with net income of $96.3 million, or $1.76 per share, on net operating
revenue of $1,796.6 million for the same period in 1998. Adjusted for
non-recurring items (which included a $11.0 million gain for the recognition of
a tax net operating loss carryforward, $5.0 million in gains for asset sales,
and a $4.4 million loss for restructuring charges), net income was $35.3 million
or $0.65 per Common and Class B share for the year ended November 30, 1999
compared with $78.6 million or $1.44 per Common and Class B share, for the same
period of 1998 (which included a $1.3 million gain after minority interest for a
change in SCS drydocking policy, a $10.2 million gain on an insurance
settlement, and $6.2 million in gains for asset sales). The weighted basic
average number of shares outstanding for fiscal 1999 was 54.5 million, compared
with 54.7 million in fiscal 1998.
Commenting on the results, Jacob Stolt-Nielsen, Chairman and Chief
Executive Officer of Stolt-Nielsen S.A. (SNSA) said, "1999 has been a difficult
year in our transportation business due to an over supply of capacity. In our
subsea services business demand fell because of significantly reduced oil field
development in some parts of the world. The continuing improvement shown by the
seafood business was very gratifying.
Stolt-Nielsen Transportation Group (SNTG)
"I am pleased to report that in spite of the generally weak market, my
prediction last year that SNTG would lose money in 1999 was too pessimistic. We
earned a modest income from operations of $60.2 million, down from $98.4 million
in 1998. During the year there was some recovery in demand for our services.
Unfortunately, the surplus of parcel tankers continued to depress rates as
ships, which had been ordered before the Asia Pacific crisis in 1997/98, entered
the market.
"Improvement was evident in the fourth quarter as we saw signs of firming
in contract and spot markets for tankers and strong recovery in demand for our
tank containers.
"Profits in the Stolthaven Terminal division increased, helped by a higher
contribution from our expanded terminal in Santos, Brazil and from our new joint
venture companies in Asia Pacific.
"In 1999 we continued to implement our strategy of building a global
network. Our Stolt Parcel Tanker division has entered into a joint venture in
the U.S. flag chemical market with Marine Transportation Corporation Inc. Our
Stolt Tank Container division formed a network alliance with TransAmerica
Leasing Inc., bringing together the largest tank container operator and the
largest tank container lessor in the world. We continue to expand our Asia
Pacific terminal network, through our minority interest in Dovechem Terminal
Holdings Ltd., with terminals in China, Malaysia and Indonesia, and through the
acquisition of a 50% interest in Jeong II Tank Terminal (JTT) in South Korea.
"During fiscal 1999 we took delivery of 5 new buildings, totaling 124,100
deadweight tons, and an additional 6 new buildings are scheduled for 2000. These
deliveries will bring to an end our 23-ship, $1.2 billion new building program,
which has laid the foundation for the most modern and cost-effective parcel
tanker fleet to serve our customers in the new century. At present we have no
plans to contract additional new buildings.
Stolt Comex Seaway (SCS)
"The low oil prices in the second half of 1998 and first quarter of 1999
led to substantial reductions in oil company expenditure on field development
and maintenance throughout 1999. This situation was further exacerbated by the
wave of oil company mergers that meant other work was delayed while the merging
companies sorted out their future priorities. This has resulted in a substantial
decrease in SCS's profit for 1999 to $16.2 million from $57.3 million in 1998.
"In 1998 we set a strategy of expanding SCS's capabilities with the goal of
becoming the global leader in the offshore construction market. The acquisition
of ETPM in December 1999, together with the acquisition of a 49% stake in NKT
Flexibles I/S, added to last year's purchase of Ceanic, has accomplished this
goal. These acquisitions bring skilled people and a strong presence in the fast
growing deepwater markets of West Africa, Brazil and the U.S. Gulf. Reflecting
these significant changes, at the Annual General Meeting in April 2000, SCS will
be renamed "Stolt Offshore S.A."
In the fiscal 2000 first quarter ended February 29, 2000, SNSA will realize
a non-recurring, non-operating gain of approximately $35 million from the
dilution of its interest in SCS as a result of the SCS Class A shares issued as
consideration to GTM (the former owner of ETPM) and NKT Holdings A/S (our joint
venture partner in NKT Flexibles I/S). Later this month, SNSA will convert $100
million of debt owed by SCS to SNSA into SCS Class A Shares. As a result of the
above, SNSA will increase its interest in SCS from 45% to 48%.
Stolt Sea Farm (SSF)
"Last year I spoke of my confidence that SSF would continue to improve in
1999. I am pleased to say that this forecast proved accurate. In 1999 SSF had
income from operations of $27.9 million almost doubling the $14.2 million
achieved in 1998. Our results were particularly strong in North America and
Iberia. In the former we made an important acquisition of International Aqua
Foods Ltd. which will fit well with our existing operations in Western Canada
and Maine. 1999 saw further reductions in unit production costs, strong demand
and further development of our seafood center concept and our caviar project.
The latter will soon reach commercial production levels. Later this year we plan
to establish a web site for the direct marketing of caviar to the consumer.
Outlook
"With the demand for transportation services now starting to improve, we
expect to see a reduction in the oversupply of parcel tankers. Nonetheless,
given the lag between improved demand and improved freight rates, the delay
before higher rates are reflected in contract renewals, and an increase in
interest cost of about $18 million resulting from the new building program, we
are not expecting any significant improvement in SNTG's results in 2000. For
SCS, the main challenge will be a rapid integration of ETPM. During 2000, the
significant synergies we forecast will be offset by one-off charges so that SCS
will also produce a modest result unless field development activity recovers
quicker than we anticipate. SSF should continue to make steady progress in its
existing operations and we will search for further acquisitions. "The progress
we have made during 1999 in implementing our strategy will maintain each of our
three businesses as market leaders offering competitive services to all of our
customers. 1999 was seedtime. We look forward to future harvests," Mr.
Stolt-Nielsen concluded.
Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils, acids, and other
specialty liquids. The Company, through its parcel tanker, tank container,
terminal, rail, and barge services, provides integrated transportation for its
customers. The Company also owns 45 percent of Stolt Comex Seaway S.A. (Nasdaq:
SCSWF, SCSAY; Oslo Stock Exchange: SCS, SCSA), which is among the largest subsea
services contractors in the world. SCS specializes in providing engineering,
flowline and pipeline lay, construction, inspection, and maintenance services to
the offshore oil and gas industry. Stolt Sea Farm, wholly-owned by the Company,
produces and markets high quality Atlantic salmon, salmon trout, turbot,
halibut, sturgeon, and caviar.
This news release contains forward-looking statements as defined in the
U.S. Private Securities Litigation Reform Act of 1995. Actual future results and
trends could differ materially from those set forth in such statements due to
various factors. Additional information concerning these factors is contained
from time to time in the Company's U.S. SEC filings, including but not limited
to the Company's report on Form 20-F for the year ended November 30, 1998.
Copies of these filings may be obtained by contacting the Company or the U.S.
SEC.
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STOLT-NIELSEN S. A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE INFORMATION)
Three months ended Twelve months ended
Nov 30, 1999 Nov 30, 1998 Nov 30, 1999 Nov 30, 1998
(Unaudited) (Unaudited)(a) (Audited) (Audited)
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STATEMENTS OF INCOME
Net operating revenue:
Stolt-Nielsen Transportation Group:
Tankers $ 158,612 $ 158,714 $ 618,038 $ 657,821
Tank Containers 57,626 54,925 206,116 218,789
Terminals 14,902 13,379 55,350 53,768
Stolt Comex Seaway 149,426 223,883 640,726 649,764
Stolt Sea Farm 65,586 51,311 260,707 216,483
=============== ============= ============== ==============
Total net operating revenue 446,152 502,212 1,780,937 1,796,625
=============== ============= ============== ==============
Gross profit:
Stolt-Nielsen Transportation Group:
Tankers 21,894 23,122 88,563 118,125
Tank Containers 11,542 13,412 42,554 55,002
Terminals 5,470 3,611 20,424 16,564
Stolt Comex Seaway 8,615 33,240 72,422 108,873
Stolt Sea Farm 14,876 9,767 46,687 31,519
--------------- ------------- -------------- --------------
Total gross profit 62,397 83,152 270,650 330,083
Equity in net (loss)/income of (2,982) 2,502 4,690 17,250
non-consolidated joint ventures
Administrative and general expenses (39,721) (43,448) (158,746) (157,061)
Restructuring charges (519) 0 (4,414) 0
--------------- ------------- -------------- --------------
Total income from operations 19,175 42,206 112,180 190,272
Analysis of total income from operations
Stolt-Nielsen Transportation Group:
Tankers 4,451 7,117 27,313 61,604
Tank Containers 5,172 6,859 17,814 28,986
Terminals 4,959 1,965 15,031 7,766
Stolt Comex Seaway (5,209) 20,443 24,155 77,723
Stolt Sea Farm 9,802 5,822 27,867 14,193
--------------- ------------- -------------- --------------
Total 19,175 42,206 112,180 190,272
Non-operating income/(expense):
Interest expense, net (16,559) (15,101) (65,363) (53,315)
Foreign currency exchange gain/(loss), net 554 (395) 2,449 (288)
Other (b) 1,083 600 6,945 18,749
--------------- ------------- -------------- --------------
Income before income tax benefit/(provision)
and minority interest 4,253 27,310 56,211 155,418
Income tax benefit/(provision) (c) 10,206 (8,169) (481) (26,530)
--------------- ------------- -------------- --------------
Income after income taxes 14,459 19,141 55,730 128,888
Minority interest 953 (5,425) (8,822) (32,613)
=============== ============= ============== ==============
Net income $ 15,412 $ 13,716 $ 46,908 $ 96,275
=============== ============= ============== ==============
PER SHARE DATA
Net income per share:
Basic $ 0.28 $ 0.25 $ 0.86 $ 1.76
Diluted $ 0.28 $ 0.25 $ 0.86 $ 1.75
--------------- ------------- -------------- --------------
Weighted average number of Common and
Class B shares and equivalents outstanding:
Basic 54,560 54,502 54,526 54,732
Diluted 54,906 54,573 54,806 54,998
--------------- ------------- -------------- --------------
SELECTED CASHFLOW DATA
Capital expenditures and acquisition of $ 81,426 $ 123,881 $ 325,086 $ 596,393
subsidiaries (cash basis)
Depreciation and amortization (excluding
drydocking) $ 39,859 $ 37,929 $ 156,201 $ 132,814
(a) The net income for the three months months ended November 30,1998 has been restated to include adjustments of $346, arising
from the change in the accounting policy for drydocking made by a subsidiary of the Company. This change in policy was
effective at December 1, 1997 and restates the Gross profit and Minority interest.
(b) The figures for the twelve months ended November 30, 1999 include gains of $3,783 from the one-time sale of tank containers
and $1,230 from the sale of other assets. The figures for the twelve months ended November 30, 1998 include one-time gains
arising from an insurance settlement of $10,208 and from the sale of other assets of $6,176.
(c) The net income for the three months and twelve months ended November 30, 1999 includes a $11.0 million gain for the
recognition of a tax net operating loss carryforward in Stolt Sea Farm in Norway.
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STOLT-NIELSEN S. A. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN US DOLLAR THOUSANDS)
Press Release
November 30, Changes
November 30, November 30, (all relates to SCS)
1999 1998 1998
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(Audited) (Audited)(a) (Audited)
ASSETS
Cash and cash equivalents $ 20,372 $ 37,776 $ 37,776 $ (0)
Trade receivables, net 317,032 336,019 336,019 (0)
Other current assets 250,999 251,498 253,304 $ (1,806)
---------------- ---------------- --------------------------------
Total current assets 588,403 625,293 627,099 (1,806)
Fixed assets, net of accumulated depreciation 2,116,420 2,083,512 2,089,813 (6,301)
Other non-current assets 372,531 299,320 288,049 11,271
================ ================ ===============================
Total assets $ 3,077,354 $ 3,008,125 $ 3,004,961 $ 3,164
================ ================ ===============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Loans payable to banks $ 34,103 $ 17,645 $ 17,645 $ 0
Current portion of long-term debt 61,718 71,634 71,634 $(0)
Accounts payable and accrued liabilities 366,266 403,575 403,202 373
---------------- ---------------- --------------------------------
Total current liabilities 462,087 492,854 492,481 373
Long-term debt 1,116,749 1,057,313 1,057,313 $(0)
Other non-current liabilities(b) 356,892 325,591 319,687 5,904
---------------- ---------------- --------------------------------
Total current and non-current liabilities 1,935,728 1,875,758 1,869,481 6,277
---------------- ---------------- --------------------------------
Capital stock and Founder's shares 62,255 62,191 62,191 $(0)
Paid-in surplus 347,654 347,019 347,019 0
Retained earnings 911,040 884,615 884,615 0
Accumulated other comprehensive income (45,299) (27,434) (24,321) (3,113)
Treasury stock (134,024) (134,024) (134,024) 0
---------------- ---------------- --------------------------------
Shareholders' equity 1,141,626 1,132,367 1,135,480 (3,113)
================ ================ ================================
Total liabilities and shareholders' equity $ 3,077,354 $ 3,008,125 $ 3,004,961 $ 3,164
================ ================ ================================
Total interest-bearing debt net of cash and cash $ 1,192,198 $ 1,108,816 $ 1,108,816 $(0)
equivalents:
---------------- ---------------- --------------------------------
(a) Reflects reclassifications and adjustments subsequently made to figures included in the Quarter 4 1998 press release dated
February 2, 1999.
(b) Other non-current liabilities includes minority interest in Stolt Comex Seaway S.A. of $223,722 and $226,281 at November 30,
1999 and November 30, 1998, respectively.
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STOLT-NIELSEN S. A. AND SUBSIDIARIES
UNAUDITED OPERATING YARDSTICKS
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
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TANKERS DIVISION:
Joint Service sailed-in time-charter index - actual
1997 1.19 1.19 1.22 1.13
1998 1.07 1.10 1.01 0.94
1999 0.91 0.93 0.94 0.93
Volume of cargo carried - millions of tonnes
Joint Service fleet:
1997 3.0 2.8 3.2 2.9
1998 3.2 3.5 3.2 3.2
1999 2.9 3.4 3.5 3.5
Regional fleets:
1997 2.0 2.0 2.2 2.6
1998 1.8 2.0 2.0 2.0
1999 2.1 2.0 2.2 2.5
Operating days
Joint Service fleet:
1997 5,141 5,320 5,488 5,587
1998 5,946 6,433 6,503 6,706
1999 6,375 6,441 6,354 6,437
Regional fleets:
1997 6,007 6,099 6,151 7,329
1998 5,461 5,619 5,641 5,575
1999 5,694 5,656 5,819 5,878
Average number of ships operated in the period
Joint Service fleet:
1997 57 58 60 61
1998 66 70 71 74
1999 69 70 70 71
Regional fleets:
1997 67 66 67 81
1998 61 61 61 61
1999 62 61 64 65
Notes:
(a) Joint Service and Regional fleet statistics include those for time-chartered ships
(b) Regional fleet statistics include total joint venture activity and all cargo carried on behalf of the Joint Service
(c) Regional fleet statistics include the results of both the Northern Europe and US Gulf barging activities
(d) In the 4th quarter of 1997, the Company divested 26 non-strategic petroleum barges which operated in the US Gulf
TANK CONTAINER DIVISION:
Tank containers operated and leased at end of period
1997 10,495 12,016 12,355 12,829
1998 13,077 13,273 13,599 13,751
1999 12,098 12,450 13,010 14,074
Tank container utilization - %
1997 73.4% 71.8% 68.7% 71.5%
1998 69.8% 69.1% 62.4% 64.6%
1999 63.2% 66.8% 69.8% 70.3%
Note:
(a) Tank containers operated and leased at end of Quarter 1 1999 has been restated to include additional tanks managed on behalf
of third parties
TERMINALS DIVISION:
Average marketable shell barrel capacity (millions of barrels)
1997 4.49 4.49 4.71 4.71
1998 4.76 4.80 4.80 4.90
1999 4.90 4.92 4.96 4.96
Tank capacity utilization - %
1997 75.9% 86.4% 77.6% 81.8%
1998 89.6% 91.8% 91.2% 91.0%
1999 92.8% 90.7% 87.3% 89.9%
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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.
Date: February 7, 2000
STOLT-NIELSEN S.A.
By:/s/Alan B. Winsor
--------------------------------
Alan B. Winsor, Attorney-in-Fact
