Elsag Bailey Process Automation N.V. reports 1996 third-quarter results.AMSTERDAM Amsterdam, city, Netherlands Amsterdam (ăm`stərdăm', Dutch ämstərdäm`), city (1994 pop. 724,096), constitutional capital and largest city of the Kingdom of the Netherlands, North Holland prov. , the Netherlands--(BUSINESS WIRE)--Oct. 29, 1996-- Elsag Bailey Process Automation N.V., (NYSE NYSE See: New York Stock Exchange : EBY EBY Ente Binacional Yaciretá (Argentina-Paraguay) ) today announced third quarter earnings, before non-recurring charges, applicable to common shareholders of $20.3 million, or $0.55 per share, assuming conversion of the preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. . The 1996 third quarter included after tax non-recurring charges associated with the acquisition of Hartmann Hartmann is a surname and may refer to:
German lover and later wife of Adolf Hitler. They began living together in 1936, but the liaison was kept secret, and she was never seen in public with him. They were married hours before their double suicide on April 30, 1945. , of $40.2 million or $1.09 per share, assuming conversion of the preferred shares. These charges included non-cash charges Non-Cash Charge A charge off, made by a company against earnings, that does not require an initial outlay of cash. Notes: Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet. relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the integration efforts, as well as severance The act of dividing, or the state of being divided. The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when and other costs associated with terminated personnel. Net loss for the third quarter applicable to common shareholders, after the above non-recurring costs, was $20.0 million, or $0.54 per share, assuming conversion of the preferred shares. Weighted average shares of common stock outstanding during the quarter were 36.8 million, assuming conversion of the preferred shares. Because the acquisition of Hartmann & Braun effectively doubled the size of Elsag Bailey, a direct comparison of 1996 to 1995 results is not relevant, and, therefore, is not presented in the text of this release. Revenues and bookings for the third quarter of 1996 were $390.4 million and $379.8 million, respectively. Revenues and bookings were adversely affected by market conditions in certain geographic areas. The Company reported gross profit, before non-recurring costs, of $146.5 million, or 37.5% of revenues. The operating margin Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: , before amortization and non-recurring costs, was $37.2 million, or 9.5% of revenues. On a primary share basis, the third quarter net loss, after non-recurring charges, was $0.86 per share. Before non-recurring charges, earnings per share for the third quarter, on a primary share basis, were $0.58 per share. Weighted average shares of common stock outstanding during the third quarter were 27.9 million, on a primary share basis. For the nine months ended September 25, 1996, net income applicable to common shareholders, before non-recurring charges and the extraordinary item, was $32.0 million, or $0.87 per share, assuming conversion of the preferred shares. The year-to-date Year-to-date (YTD) The period beginning at the start of the calendar year up to the current date. results included after tax charges associated with the acquisition of Hartmann & Braun of $171.5 million, or $4.65 per share, assuming conversion of the preferred shares. These charges included non-cash acquisition items for research & development in-process and the step-up step-up A scheduled increase in the exercise or conversion price at which a warrant, an option, or a convertible security may be used to acquire shares of common stock. of inventory, as well as other non-recurring costs relating to the integration efforts, including severance and other costs associated with terminated personnel. Net loss applicable to common shareholders, after non-recurring costs and the extraordinary item, was $151.9 million, or $4.12 per share, assuming conversion of the preferred shares. Revenues for the nine months were $1,178.6 million and bookings were $1,182.3 million. Gross profit and operating margin before amortization and non-recurring costs were $434.4 million and $90.6 million, or 36.9% and 7.7% of revenues, respectively, for the nine month period. On a primary share basis, the net loss, after non-recurring charges and the extraordinary item, was $5.45 per share, which includes an income tax benefit of $2.25 per share. Before non-recurring charges and the extraordinary item, earnings per share on a primary share basis were $0.73 per share. "We are pleased with the continued progress we have made over the last nine months in reducing our overall cost structure through aggressive restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). efforts," said Vincenzo Cannatelli, Managing Director and Chief Executive Officer. "Our reduced cost structure has partially offset the effects of a strengthening dollar and lower than expected volumes caused by soft market conditions in some areas of our business. Specifically, market conditions in some European European emanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. countries, including Germany, remain weak, particularly for large system projects. In Japan, we are seeing a downturn Downturn The transition point between a rising, expanding economy to a falling, contracting one. downturn A decline in security prices or economic activity following a period of rising or stable prices or activity. after three consecutive years of solid growth, while in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , electric utility spending remains flat. While our financial performance for the fourth quarter is expected to improve over this quarter, soft markets and the resulting order level of recent quarters will cause next quarter's earnings to be below current analyst expectations. We anticipate a gradual improvement for European markets and an increase in automation spending by U.S. electric utility companies in the coming years. We also anticipate that the recent introduction of our new SymphonyTM Enterprise Management and Control System will provide a vehicle for growth in the coming years. We recently introduced the SymphonyTM System at the Instrumentation instrumentation, in music: see orchestra and orchestration. instrumentation In technology, the development and use of precise measuring, analysis, and control equipment. Society of America show in Chicago where it was very well received by our clients who recognize it as a true enterprise management system incorporating a powerful platform for both process control and information technology management systems." "Much has been accomplished during 1996 through our restructuring efforts and the introduction of new technologies which will greatly benefit our clients and our shareholders. We believe that we can build on these actions and expect to see evidence of this continued improvement in our 1997 results," Mr. Cannatelli said. The Company's Supervisory Board Supervisory board The board of directors that represents stakeholders in the governance of the corporation. announced today that it authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: the Company to proceed with the acquisition of the Elsag Bailey process automation division of Finmeccanica S.p.A. This division of the Company's majority shareholder has revenues in the $120 million range and has been a licensee licensee n. a person given a license by government or under private agreement. (See: license, licensor) LICENSEE. One to whom a license has been given. 1 M. Q. & S. 699 n. of the Company's technology in Italy for more than ten years. The proposed purchase price for the acquisition of the business would be the issuance of 1.3 million shares of the Company's Common Stock and the assumption of approximately $13 million in debt. The transaction is subject to the negotiation and execution of definitive agreements and required consents or approvals, accordingly the transaction is expected to be finalized See finalization. within the next several months. Mr. Cannatelli commented that, "the acquisition of this business provides the Company an excellent opportunity to rationalize ra·tion·al·ize v. 1. To make rational. 2. To devise self-satisfying but false or inconsistent reasons for one's behavior, especially as an unconscious defense mechanism through which irrational acts or feelings are made to appear our position in the Italian market, realize cost savings and gain the resulting benefits. As a result, the Company believes that the acquisition will not be dilutive to 1997 earnings." The Company also confirmed the appointment of Dr. Wolf Klinz Wolf Klinz (born on 13 September 1941 in Wien) is a German politician and Member of the European Parliament with the Free Democratic Party of Germany, part of the Alliance of Liberals and Democrats for Europe and sits on the European Parliament's Committee on Economic and Monetary as the new Group Vice President responsible for the German region. Dr. Klinz comes to Elsag Bailey from Lurgi AG LURGI AG is a German Engineering, Construction and Chemical Process Licensing company. History LURGI was the cable address of Metallurgische Gesellschaft founded on 5 February 1897. , a process technology and engineering and construction company in Germany with more than DM 2.7 billion in annual revenues, where he was Deputy Chairman of the Management Board. Prior to joining Lurgi, Dr. Klinz was associated with Landis & Gyr and McKinsey & Company. "Dr. Klinz is an excellent addition to our team and we are excited to have an executive of this caliber lead our German operation," said Mr. Cannatelli in closing. This document contains forward looking statements subject to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. created by the Securities Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act of 1995. These include, without limitation, the statements related to Elsag Bailey's expected earnings and results, anticipated conditions in its markets, the effect of new system and product introductions, the ability of the Company to successfully and timely complete the acquisition and integration of the Elsag Bailey process automation division of Finmeccanica and realize cost savings, and any other statements concerning matters that are not historical facts. Actual results and performance could differ materially from those expressed in or implied by these forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. as a result of a number of known and unknown risks. These and other risks and uncertainties affecting Elsag Bailey are discussed in greater detail in Elsag Bailey's Form 20-F filed with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission for the year ended December 1995. Elsag Bailey Process Automation N.V., incorporated in the Netherlands, is a global supplier of process automation systems, instrumentation products, analytical analytical, analytic pertaining to or emanating from analysis. analytical control control of confounding by analysis of the results of a trial or test. measurement devices, and related professional services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products. , with operating units operating unit A type of operating company that engages in transactions with outsiders and that is owned by another business. For example, in 1995 the stockholders of Capital Cities/ABC approved a $19 billion merger with the Walt Disney Company, whereupon in more than 25 countries. The Company's technologies are installed throughout a wide range of process industries including electric utilities, oil and gas, pulp and paper, water and wastewater, metals and ceramics ceramics (sərăm`ĭks), materials made of nonmetallic minerals that have been permanently hardened by firing at a high temperature, or objects made of such materials. , and food and beverage F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods. . -0-
Elsag Bailey Process Automation N.V.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Amounts in thousands, except share data)
For the quarter ended For the nine months ended
_____________________ _________________________
Sept. 25, Sept. 25, Sept. 25, Sept. 25,
1996 1995 1996 1995
_________ _________ _________ _________
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues $ 390,365 $ 209,694 $1,178,636 $ 619,460
Cost of sales (1) 251,404 134,091 869,196 397,485
__________ __________ __________ __________
Gross profit 138,961 75,603 309,440 221,975
Selling, general
and administrative
expenses (2) 92,395 43,590 306,094 138,213
Research, development
and engineering
expenses (3) 22,589 8,851 118,975 24,634
Amortization of
intangibles (4) 35,375 6,636 69,580 18,418
Royalty (income)
affiliates (1,849) (1,491) (5,152) (4,397)
__________ __________ __________ __________
Operating income
(loss) (9,549) 18,017 (180,057) 45,107
Interest expense 9,568 5,943 26,495 18,227
Other expenses
(income) (5) (3,365) (603) (4,321) (836)
__________ __________ __________ __________
Income (loss) before
income taxes,
minority interest and
extraordinary item (15,752) 12,677 (202,231) 27,716
Provision (credit) for
income taxes (6) 4,453 (1,274) (62,683) 831
Minority interest
income (loss) (245) 134 (118) 1,645
Minority interest -
dividends on
preferred securities 3,990 --- 11,739 ---
__________ __________ __________ __________
Income (loss) before
extraordinary item (23,950) 13,817 (151,169) 25,240
Extraordinary item -
write-off deferred
financing costs --- (651) (718) (651)
__________ __________ __________ __________
Net income
(loss) (7) $ (23,950) $ 13,166 $ (151,887) $ 24,589
__________ __________ __________ __________
__________ __________ __________ __________
Net income (loss)
per share:
Primary $ (0.86) $ 0.56 $ (5.45) $ 1.05
__________ __________ __________ __________
__________ __________ __________ __________
Assuming
conversion of
the preferred
shares (8) $ (0.65) $ 0.56 $ (4.12) $ 1.05
__________ __________ __________ __________
__________ __________ __________ __________
Weighted average
number of shares
outstanding:
Primary 27,886,000 23,400,000 27,886,000 23,400,000
__________ __________ __________ __________
__________ __________ __________ __________
Assuming
conversion of
the preferred
shares (8) 36,840,000 23,400,000 36,840,000 23,400,000
__________ __________ __________ __________
__________ __________ __________ __________
(1) 1996 included charges, $7,531 in the quarter and $124,983 for the nine months, for the step-up of inventory and integration costs including severance and other costs associated with terminated personnel. (2) 1996 included charges, $2,002 in the quarter and $14,466 for the nine months, for integration costs including severance and costs associated with terminated personnel. (3) 1996 included charges, $1,806 in the quarter and $61,668 for the nine months, for the write-off Write-Off A reduction in the value of an asset or earnings by the amount of an expense or loss. Companies are able to write off certain expenses that are required to run the business, or have been incurred in the operation of the business and detract from retained revenues. of in-process research and development and integration costs including severance and costs associated with terminated personnel. (4) 1996 included charges, $25,005 in the quarter and $37,997 for the nine months, for the write-off of intangibles related to decisions undertaken resulting from the Hartmann & Braun acquisition. (5) 1996 included charges, $(48) in the quarter and $680 for the nine months, for integration costs including costs associated with terminated personnel. The third quarter includes the reclassification Reclassification The process of changing the class of mutual funds once certain requirements have been met. These requirements are generally placed on load mutual funds. Reclassification is not considered to be a taxable event. of certain costs recorded in the first and second quarter to operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. . (6) 1996 included tax benefits, $3,925 in the quarter and $(68,317) for the nine months, associated with non-recurring charges noted above. The third quarter includes a reduction in tax benefits due to a revised effective tax rate. (7) 1996 included, $40,221 in the quarter and $171,477 for the nine months, after tax, for non-recurring charges noted above. (8) However, preferred shares are anti-dilutive.
Elsag Bailey Process Automation N.V.
CONDENSED CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
(Unaudited)
September 25, 1996 December 31, 1995
__________________ _________________
Cash and cash equivalents $ 20,196 $ 11,627
Accounts receivable 299,573 173,046
Costs in excess of billings
on uncompleted contracts 220,529 74,005
Inventory 299,289 136,690
Other current assets 247,882 93,933
Other assets 1,094,556 679,524
__________ _________
Total assets $2,182,025 $1,168,825
__________ _________
__________ _________
Notes payable $ 40,072 $ 29,028
Current maturities of long-term debt 3,624 2,733
Billings in excess of costs on
uncompleted contracts 106,213 32,194
Other current liabilities 543,018 243,161
Long-term debt 636,678 286,789
Other liabilities 317,581 89,187
Minority equity 10,763 12,065
Minority equity - obligated
preferred securities of grantor trust 280,321 196,667
Total shareholders' equity 243,755 277,001
__________ _________
Total liabilities and shareholders'
equity $2,182,025 $1,168,825
__________ _________
__________ _________
CONTACT: Elsag Bailey Process Automation William P. Donnelly, 216/585-8355 |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion