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Stolt Offshore S.A. Reports Year End Results.


Business Editors

LONDON--(BUSINESS WIRE)--Feb. 26, 2003

Stolt Offshore S.A. (Nasdaq: SOSA: Oslo Stock Exchange Oslo Stock Exchange

An exchange founded in 1819 and trading stocks, bonds, and stock options that is considered the options market of Norway.
: STO STO Store (calculator function)
STO Société de Transport de l'Outaouais (French)
STO Strategic Technology Office (DARPA)
STO Security Through Obscurity
STO Service to Others
) today reported results for the fourth quarter and the year ended November November: see month.  30, 2002. The net loss for the latest quarter was $139.7 million or $1.65 per share, which includes write-offs totaling $115.4 million in respect of the impairment Impairment

1. A reduction in a company's stated capital.

2. The total capital that is less than the par value of the company's capital stock.

Notes:
1. This is usually reduced because of poorly estimated losses or gains.

2.
 of goodwill and fixed assets fixed assets nplactivo sg fijo

fixed assets nplimmobilisations fpl

fixed assets fix npl
, on net operating revenue operating revenue

Revenue from any regular source. Revenue from sales is adjusted for discounts and returns when calculating operating revenue. Compare other revenue.
 of $441.1 million. The loss excluding these one-off (1) One at a time. CD-ROM recorders (CD-R drives) are commonly called one-off machines because they write one CD-ROM at a time.

(2) Only once. Software that is written to solve a specific problem only one time is sometimes called a one-off.
 items was $24.3 million or $0.29 per share. This compares with a net loss in the prior period of $2.0 million or $0.02 per share before the charge of $7.9 million relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the impairment of the Comex trade name. The net loss, including this impairment charge, for the prior period was $9.9 million or $0.11 per share on net operating revenue of $417.3 million.

The fourth quarter impairment charge includes $106.4 million in respect of goodwill, of which $103.0 million relates to the 1998 acquisition of Ceanic, in the 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.  region. In addition, we recorded an impairment charge of $9.0 million in respect of certain tangible fixed assets, which includes our share of an impairment charge recorded by the NKT Flexibles NKT Flexibles is a supplier of flexible pipelines for the offshore and chemical industries based in Denmark. The company was formed in 1999 when it split off from NKT Cables. It is owned 51% by the NKT Holding group and 49% by Acergy.  joint venture.

The weighted-average number of common share equivalents outstanding for the quarter was 84.7 million, compared with 87.2 million for the same period of 2001.

The net loss for the year ended November 30, 2002 was $151.9 million, or $1.79 per share, after an impairment charge of $115.4 million, offset by a $8.0 million gain on the disposal of Big Inch Marine Systems reported earlier in the year, on net operating revenue of $1.4 billion. The loss excluding these items was $44.5 million, or $0.52 per share. This compares with a net loss of $6.3 million, or $0.07 per share before the intangible charge, and $14.2 million or $0.16 per share after the intangible charge, on net operating revenue of $1.3 billion for the same period in 2001. The weighted-average number of common share equivalents outstanding for fiscal 2002 was 85.0 million compared with 87.2 million for the same period of 2001.

Commenting on the results Niels G. Stolt-Nielsen Niels G. Stolt-Nielsen (born January 23, 1965) is a Norwegian business leader, living in England. Since 1996 he has served as director of Stolt-Nielsen S.A., a trans-national seafood company, and since 2000 he has been the company's chief executive officer, taking over after his , Interim Chief Executive Officer, said, "During the quarter we wrote off goodwill on earlier acquisitions and finished the year with a net loss, excluding non-recurring items, of $44.5 million, which is close to our earlier guidance. Clearly this result is very disappointing, and reflects the negative outcome of several EPIC contracts. However, we strongly believe that the actions we have taken to strengthen the tendering and execution of EPIC contracts will, in due course, resolve the root causes of these project difficulties. Further, we renegotiated and finalised the covenants on our two major credit facilities credit facilities nplfacilidades fpl de crédito

credit facilities nplfacilités fpl de paiement

credit facilities 
 and, as recently announced, we have hired a new CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  and CFO See Chief Financial Officer. .

"The Board approved the write off of $106.4 million of goodwill in relation to the Ceanic acquisition and other items. In particular, the decision on the impairment of the Ceanic goodwill was taken because of continuing disappointing results in the North America Region since this acquisition. These goodwill impairments are non-cash accounting items and as such they have no impact on our debt covenants. The only remaining goodwill of $6.0 million relates to the acquisition of the Paragon companies, which continue to achieve good results.

"During the quarter in West Africa West Africa

A region of western Africa between the Sahara Desert and the Gulf of Guinea. It was largely controlled by colonial powers until the 20th century.



West African adj. & n.
 we progressed the pipelay on the Offshore Gas Gathering System for Shell in Nigeria Nigeria (nījĭr`ēə), officially Federal Republic of Nigeria, republic (2006 provisional pop. 140,003,542), 356,667 sq mi (923,768 sq km), W Africa. . We continued to experience difficulties with local logistics logistics

In military science, all the activities of armed-force units in support of combat units, including transport, supply, communications, and medical aid. The term, first used by Henri Jomini, Alfred Thayer Mahan, and others, was adopted by the U.S.
 on this project however the main pipelay programme from the LB200 is now complete. We started the fabrication fabrication (fab´rikā´shn),
n the construction or making of a restoration.
 phase of the Shell Forcados Yokri project. We progressed the design engineering phase of the ChevronTexaco Sanha Condensate condensate, matter in the form of a gas of atoms, molecules, or elementary particles that have been so chilled that their motion is virtually halted and as a consequence they lose their separate identities and merge into a single entity.  project, which is now 80% complete and we progressed the procurement The fancy word for "purchasing." The procurement department within an organization manages all the major purchases.  and fabrication aspects of this project. We completed the Marathon Marathon (mâr`əthŏn), village and plain, ancient Greece, 20 mi (32 km) NE of Athens. Here the Athenians and Plataeans under Miltiades defeated a Persian army in 490 B.C. (see Persian Wars).  Tchatamba project in Gabon Gabon (gäbôN`), officially Gabonese Republic, republic (2005 est. pop. 1,389,000), 103,346 sq mi (267,667 sq km), W central Africa. It borders on the Atlantic Ocean in the west, on Equatorial Guinea and Cameroon in the north, and on Congo .

"In Angola Angola (ăng-gō`lə), officially Republic of Angola (2005 est. pop. 11,191,000), including the exclave of Cabinda, 481,351 sq mi (1,246,700 sq km), SW Africa.  we mobilised for the second phase of the Girassol project where all of the subsea Subsea is a general term frequently used to refer to equipment, technology, and methods employed to explore, drill, and develop oil and gas fields that exist below the ocean floors. This may be in "shallow" or "deepwater".  pipe bundles are now in place. The Seaway Polaris Polaris (pōlâr`ĭs) or North Star, star nearest the north celestial pole (see equatorial coordinate system).  has installed the manifolds This is a list of particular manifolds, by Wikipedia page. See also list of geometric topology topics. For categorical listings see and its subcategories. Generic families of manifolds
  • Euclidean space, Rn
  • n-sphere, S
 and is now laying the last two flowlines. The tie-in tie-in
n.
One thing that is related to or connected with another.

Noun 1. tie-in - a fastener that serves to join or connect; "the walls are held together with metal links placed in the wet mortar during construction"
 programme using the MATIS MATIS Modular Advanced Tie-In System
MATIS Makler Tele Information System
 system is progressing. In the Mediterranean Mediterranean

named after the Mediterranean Sea or region.


Mediterranean coast fever
see theileriaannulata infection in cattle.

Mediterranean fever
see malta fever.
, we progressed the Scarab and Saffron saffron, name for a fall-flowering plant (Crocus sativus) of the family Iridaceae (iris family) and also for a dye obtained therefrom. The plant is native to Asia Minor, where for centuries it has been cultivated for its aromatic orange-yellow stigmas (see  project. Most of the subsea installation work is now complete. The commissioning process has now started with first gas anticipated shortly.

"In the UK, the BP Mirren and Madoes project was completed ahead of schedule to the considerable satisfaction of our customer. The main pipeline scope of work on the Conoco CMS (1) See content management system and color management system.

(2) (Conversational Monitor System) Software that provides interactive communications for IBM's VM operating system.
 project was completed to meet the first gas target date and the first phase of the ATP ATP: see adenosine triphosphate.
ATP
 in full adenosine triphosphate

Organic compound, substrate in many enzyme-catalyzed reactions (see catalysis) in the cells of animals, plants, and microorganisms.
 Helvellyn Helvellyn (hĕlvĕl`ĭn), mountain, 3,118 ft (950 m) high, in the Lake District, NW England, SE of Keswick. Near the summit is a memorial to Charles Gough, who died (1805) there of exposure.  platform tie-in was successfully completed.

"In Norway Norway, Nor. Norge, officially Kingdom of Norway, constitutional monarchy (2005 est. pop. 4,593,000), 125,181 sq mi (324,219 sq km), N Europe, occupying the western part of the Scandinavian peninsula.  the design, procurement and subcontract sub·con·tract  
n.
A contract that assigns some of the obligations of a prior contract to another party.

intr. & tr.v. sub·con·tract·ed, sub·con·tract·ing, sub·con·tracts
 work commenced on the Norsk Hydro Norsk Hydro ASA (OSE: NHY, NYSE: NHY) is a Norwegian aluminium and renewable energy company, headquartered in Oslo. Hydro is the fourth largest integrated aluminium company worldwide. It has operations in some 40 countries around the world and is active on all continents.  Vigdis Extension and TotalFinaElf Skirne Byggve projects. Engineering work commenced on the Lyse lyse (liz)
1. to cause or produce disintegration of a compound, substance, or cell.

2. to undergo lysis.


lyse or lyze
v.
To undergo or cause to undergo lysis.
 Rogass project requiring the installation of 46km of gas pipeline in up to 580 metres of water between Karsto and Risavika.

"In Gulf of Mexico Noun 1. Gulf of Mexico - an arm of the Atlantic to the south of the United States and to the east of Mexico
Golfo de Mexico

Atlantic, Atlantic Ocean - the 2nd largest ocean; separates North and South America on the west from Europe and Africa on the east
 work commenced on the Duke Energy Hubline pipelay project in Boston Boston, town, England
Boston, town (1991 pop. 26,495), E central England, on the Witham River. Boston's fame as a port dates from the 13th cent., when it was a Hanseatic port trading wool and wine. Having recovered from a decline in the 18th and 19th cent.
 Harbour where the main trunkline A trunkline is a designation given over a given transportation route, such as over a set of roads, and is identified as such for the purpose of providing ease with respect to guiding transportation along the route over which it covers.  has been laid by the DLB DLB Dementia with Lewy Bodies
DLB Dynamic Load Balancing
DLB Don't Look Back
DLB Digital Lecture Board (University of Mannheim, Germany)
DLB Digital Loopback
DLB Downline Builder (multi-level marketing) 
 801. Our shallow water See:
  • Shallow water blackout
  • Waves and shallow water
  • Shallow water equations
  • Shallow Water, Kansas
 fleet in the Gulf was occupied with inspection and repair work following the arrival of Hurricane Lili This article is about the Atlantic hurricane in 2002. For other storms of the same name, see Hurricane Lili (disambiguation)
Hurricane Lili was a powerful hurricane during the 2002 Atlantic hurricane season that caused damage across the Caribbean and into Louisiana.
 in October October: see month. . Three umbilical umbilical /um·bil·i·cal/ (um-bil´i-k'l) pertaining to the umbilicus.

um·bil·i·cal
adj.
1. Of or relating to the navel.

2. Relating to the umbilical region of the abdomen.
 lay projects were awarded for the Seaway Falcon. These are on the Shell Princess and Mensa MENSA. This comprehends all goods and necessaries for livelihood. Obsolete.  fields and the Pinnacle pinnacle (pĭn`ĭkəl), minor architectural motif of vertical tapering shape, usually crowning a pier, buttress, or gable. Although sometimes it appears in Renaissance design, as in the Certosa di Pavia, it is almost exclusively a medieval  Energy Mississippi Mississippi, state, United States
Mississippi (mĭs'əsĭp`ē), one of the Deep South states of the United States. It is bordered by Alabama (E), the Gulf of Mexico (S), Arkansas and Louisiana, with most of the border formed by
 Canyon canyon

Very narrow, deep valley cut by a river through resistant rock and having steep, almost vertical sides. Canyons occur most often in arid or semiarid regions. Some canyons (e.g., the Grand Canyon) are spectacular natural features. See also submarine canyon.
 837 field. These projects are now completed. The activity level in this region for both shallow and deepwater Deepwater or Deep Water may refer to:
  • Deep Water (novel), a 1957 novel by Patricia Highsmith
  • Deep Water (song), by Australian artist Richard Clapton in 1977
  • Deep Water, West Virginia
  • Deep Water (film)
 work remains low.

"In Brazil Brazil (brəzĭl`), Port. Brasil, officially Federative Republic of Brazil, republic (2005 est. pop. 186,113,000), 3,286,470 sq mi (8,511,965 sq km), E South America.  the two long term contracts for Petrobras PETROBRAS Petróleo Brasileiro SA (Brazilian oil company)  continued to perform well.

"In Asia Pacific we progressed Phase 8 of the TotalFinaElf Tunu Tunu/Østgrønland (East Greenland) is one of the three counties (amt) of Greenland. The county seat is at the main settlement, Tasiilaq. Population in 2005 was around 3,800.  pipelay project and commenced the shallow water pipelay for Tunu Phase 9 which is now completed.

"Our backlog Backlog

The total value of sales orders waiting to be fulfilled.

Notes:
This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings.
 now stands at $1.6 billion of which $1.1 billion is for 2003. This compares with a backlog of $1.6 billion at this time last year of which $930 million was for 2002. We expect the utilisation for the deepwater and heavy construction fleet for 2003 to be similar to 2002 at 80%. The outlook for large diameter pipelay is however weaker than last year. We expect lower utilisation for the LB200 pipelay barge barge, large boat, generally flat-bottomed, used for transporting goods. Most barges on inland waterways are towed, but some river barges are self-propelled. There are also sailing barges.  for which we have just eleven weeks of work booked to date compared to six months work at this time last year. The level of bids outstanding is now $4.3 billion compared to $3.0 billion at this time last year.

"In the last four months we have strengthened our project management organisation and further improved our project control and supply chain management functions. It will take most of 2003 to work through the loss making and low margin contracts. Our global market expected to grow from $9 billion in 2002 to $16 billion in 2004. We are now starting to move in the right direction. We do not intend however, at this stage, to give guidance on our anticipated earnings for this year." Mr Stolt-Nielsen Stolt-Nielsen (OSE: SNI, NASDAQ: SNSA) is a Norwegian-Luxembourgish shipping and seafood company. The company has two main subsidiaries, Stolt-Nielsen Transportation Group and Stolt Sea Farms.  concluded.

Stolt Offshore is a leading offshore contractor to the oil and gas industry, specialising in technologically sophisticated deepwater engineering, flowline and pipeline lay, construction, inspection and maintenance services. The Company operates in Europe Europe (yr`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). , the Middle East, West Africa, Asia Pacific, and the Americas A·mer·i·cas   , the

See America.
.

This news release contains forward looking statements as defined in the U.S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  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, 2001. Copies of these filings may be obtained by contacting the Company or the SEC.


Conference Call Information
---------------------------------------------
Lines will open 10 minutes prior to
 conference call

Date:          Wednesday February 26th, 2003
Time:          10am EST (3pm GMT)

Freephone Dial In Numbers:
UK              0800 953 0810
USA             1 866 789 2220
Norway          800 165 26
France          0805 111 340
Italy           800 782 436
Netherlands     0800 023 4612

Reservation No:         801831



Replay Facility details
-------------------------------------------------

This facility is available from 12 noon EST (5pm GMT) Wednesday
February 26th, until 5pm EST (10pm GMT), Wednesday March 5th.

Dialling from the UK:  0800 953 1533

Dialling from the US: 1866 247 4222

International Dial In: +44 1452 55 00 00

Passcode:              801831#

---------------------------------------------
Alternatively a live
webcast and a playback facility will be available on the Company's
website www.stoltoffshore.com
----------------------------------------------------------------------



                 STOLT OFFSHORE S.A. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands, except per share data)

-------------------------------------------------

                        Three Months Ended      Twelve Months Ended

                       November    November  November 30,   November
                          30,          30,                     30,
                           2002        2001        2002          2001

                      ----------   --------- -----------   -----------


Net operating
 revenue               $441,069    $417,284  $1,437,488    $1,255,938
Operating expenses     (441,588)   (398,923) (1,395,007)   (1,161,553)
                      ----------   --------- -----------   -----------

Gross (loss)/profit        (519)     18,361      42,481        94,385

Equity in net
 (loss)/income of
 non-consolidated
 joint
  ventures               (4,230)      4,732       5,287        11,655
Administrative and
 general expenses       (21,786)    (16,558)    (73,008)      (64,043)
Other operating
 income                   2,157         130       8,068         2,300
Impairment of
 goodwill and other
 intangibles           (106,435)     (7,932)   (106,435)       (7,932)
                      ----------   --------- -----------   -----------

(Loss)/income from
 operations            (130,813)     (1,267)   (123,607)       36,365

Non-operating
 (expense)/income
    Interest
     expense, net        (5,558)     (4,616)    (18,240)      (26,820)
    Foreign
     exchange
     (loss)/gain           (316)     (1,447)        212          (323)
                      ----------   --------- -----------   -----------

(Loss)/income
 before income
 taxes and minority
 interests             (136,687)     (7,330)   (141,635)        9,222
Income tax
 provision               (3,632)     (3,844)     (8,158)      (20,619)
                      ----------   --------- -----------   -----------

(Loss) before
 minority interests    (140,319)    (11,174)   (149,793)      (11,397)
Minority interests          595       1,236      (2,062)       (2,806)

                      ----------   --------- -----------   -----------

Net (loss)            $(139,724)    $(9,938)  $(151,855)     $(14,203)
                      ==========   ========= ===========   ===========


PER SHARE DATA
Net (loss) per
 share
            Basic        $(1.65)     $(0.11)     $(1.79)       $(0.16)
            Diluted      $(1.65)     $(0.11)     $(1.79)       $(0.16)

Weighted average
 number of Common
 Shares
and Common Share equivalents
 outstanding
            Basic        84,698      87,213      85,010        87,201
            Diluted      84,698      87,213      85,010        87,201


SELECTED
 INFORMATION
Capital
 expenditures           $15,011     $11,778     $54,634       $71,366
Depreciation and
 amortization
(including the
 impairment of
 goodwill and other
 intangibles)          $134,601     $35,479    $202,528       $99,682





                 STOLT OFFSHORE S.A. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                            (in thousands)

                                                November    November
                                                   30,         30,
                                                  2002        2001

                                               ----------- -----------

ASSETS

     Cash and cash equivalents                    $11,672     $11,670

     Other current assets                         578,703     561,297

     Fixed assets, net of accumulated
      depreciation                                782,843     779,471

     Other non-current assets                      85,386     207,825

                                               ----------- -----------

               Total assets                    $1,458,604  $1,560,263
                                               =========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

     Bank overdrafts                              $15,966      $5,240

     Current portion of
          long-term debt and capital lease
           obligations                                 17      23,653

     Accounts payable and accrued liabilities     539,797     465,882

     Long-term debt and capital lease
      obligations                                 335,007     335,026

     Other non-current liabilities                 48,725      70,440

     Shareholders' equity

          Common Shares                           152,524     140,457

          Class B Shares                           68,000      68,000

          Paid-in-surplus                         416,677     463,615

          (Deficit)/Retained earnings            (117,492)     52,436

          Accumulated comprehensive loss             (617)    (64,486)

                                               ----------- -----------
               Total shareholders' equity         519,092     660,022

                                               ----------- -----------
               Total liabilities and
                shareholders' equity           $1,458,604  $1,560,263
                                               =========== ===========


Total interest-bearing debt and capital lease
 obligations, net of
cash and cash equivalents                       $ 339,318   $ 352,249
                                               =========== ===========






                 STOLT OFFSHORE S.A. AND SUBSIDIARIES
                          SEGMENTAL ANALYSIS
                            (in thousands)

    The Company has seven reportable segments based on geographical
regions: Asia Pacific, North America, Norway, SEAME (a), South
America, UK and Corporate. Management may from time to time change the
segmentation of the business, which will result in a restatement of
the figures.


For the three months ended     Asia      North
November 30, 2002            Pacific    America     Norway   SEAME(a)
---------------------------  --------  ----------  --------- ---------
Net operating revenue -
 external                     $5,818     $35,526    $26,560  $247,406
Net operating revenue -
 internal (b)                   $534      $9,296     $6,691   $51,901
(Loss)/income from
 operations                  $(3,387)  $(104,405)    $4,547  $(18,822)
    Interest expense, net
    Foreign exchange loss

---------------------------            ----------  ---------
Loss before taxes and
minority interests
-------------------------------------------------  ---------

---------------------------  --------  ----------  ---------
For the three months ended     Asia      North
November 30, 2001            Pacific    America     Norway   SEAME(a)
---------------------------  --------  ----------  --------- ---------
Net operating revenue -
 external                    $14,911    $115,482    $27,459  $144,784
Net operating revenue -
 internal (b)                 $4,674     $62,514    $14,135   $39,762
Income/(loss) from
 operations (c)                 $587    $(21,324)    $2,578    $5,269
    Interest expense, net
    Foreign exchange loss

                                       ----------  ---------
Loss before taxes and
minority interests
-------------------------------------------------  ---------

---------------------------  --------  ----------  ---------
For the twelve months ended    Asia      North
November 30, 2002            Pacific    America     Norway   SEAME(a)
---------------------------  --------  ----------  --------- ---------
Net operating revenue -
 external                    $25,677    $190,460   $105,830  $702,764
Net operating revenue -
 internal (b)                 $1,385     $52,119    $26,194  $118,672
(Loss)/income from
 operations                  $(3,277)  $(111,728)   $15,394  $(19,380)
    Interest expense, net
    Foreign exchange gain

---------------------------            ----------  ---------
Loss before taxes and
minority interests
-------------------------------------------------  ---------

---------------------------  --------  ----------  ---------
For the twelve months ended    Asia      North
November 30, 2001            Pacific    America     Norway   SEAME(a)
---------------------------  --------  ----------  --------- ---------
Net operating revenue -
 external                    $39,437    $276,681   $110,631  $520,207
Net operating revenue -
 internal (b)                 $4,255     $78,970    $36,768   $78,311
Income/(loss) from
 operations (c)                 $392    $(27,980)   $10,724   $30,132
    Interest expense, net
    Foreign exchange loss

                          (Tables Continued)

For the three months     South
 ended
November 30, 2002       America      UK      Corporate      Total
-------------------- -  --------  ---------  --------- ---------------
Net operating
 revenue - external     $13,089    $70,327    $42,343        $441,069
Net operating
 revenue - internal
 (b)                     $3,632    $18,689     $1,454              $-
(Loss)/income from
 operations              $2,886     $4,871   $(16,503)      $(130,813)
    Interest
     expense, net                                             $(5,558)
    Foreign exchange
     loss                                                       $(316)

-------------------- -  --------  ---------  --------- ---------------
Loss before taxes and
minority interests                                          $(136,687)
----------------------  --------  ---------  --------- ---------------

-------------------- -  --------  ---------  --------- ---------------
For the three months     South
 ended
November 30, 2001       America      UK      Corporate           Total
-------------------- -  --------  ---------  --------- ---------------
Net operating
 revenue - external     $12,707    $71,643    $30,298        $417,284
Net operating
 revenue - internal
 (b)                     $7,065    $23,801      $(397)             $-
Income/(loss) from
 operations (c)          $4,256    $(6,148)   $13,515         $(1,267)
    Interest
     expense, net                                             $(4,616)
    Foreign exchange
     loss                                                     $(1,447)

                     -  --------  ---------  --------- ---------------
Loss before taxes and
minority interests                                            $(7,330)
----------------------  --------  ---------  --------- ---------------

-------------------- -  --------  ---------  --------- ---------------
For the twelve           South
 months ended
November 30, 2002       America      UK      Corporate           Total
-------------------- -  --------  ---------  --------- ---------------
Net operating
 revenue - external     $52,012   $229,795   $130,950      $1,437,488
Net operating
 revenue - internal
 (b)                    $13,458    $65,065     $4,590              $-
(Loss)/income from
 operations             $12,587    $(4,359)  $(12,844)      $(123,607)
    Interest
     expense, net                                            $(18,240)
    Foreign exchange
     gain                                                        $212

-------------------- -  --------  ---------  --------- ---------------
Loss before taxes and
minority interests                                          $(141,635)
----------------------  --------  ---------  --------- ---------------

-------------------- -  --------  ---------  --------- ---------------
For the twelve           South
 months ended
November 30, 2001       America      UK      Corporate           Total
-------------------- -  --------  ---------  --------- ---------------
Net operating
 revenue - external     $50,472   $214,721    $43,789      $1,255,938
Net operating
 revenue - internal
 (b)                    $12,674    $53,080     $4,657              $-
Income/(loss) from
 operations (c)         $10,675     $2,738     $9,684         $36,365
    Interest
     expense, net                                            $(26,820)
    Foreign exchange
     loss                                                       $(323)

                        --------  ---------  --------- ---------------
Income before taxes
 and
minority interests                                             $9,222
----------------------  --------  ---------  --------- ---------------

    (a) SEAME is defined as Southern Europe, Africa and the Middle
East
    (b) Internal revenues are eliminated on consolidation of the
Company's results and are therefore shown in the table to equal to
zero
    (c) Income/(loss) from operations reflects the reclassification of
items previously disclosed as 'other non-operating income/(expense)'.






---------------------------  --------  ----------  ---------
As of November 30, 2002        Asia      North
                             Pacific    America     Norway   SEAME(a)
---------------------------  --------  ----------  --------- ---------
Segment assets               $29,266    $127,324    $34,510  $408,020

Unallocated amounts:
Cash and cash equivalents
Restricted cash deposits

---------------------------  --------  ----------  ---------
Total assets
---------------------------  --------  ----------  ---------

                          (Tables Continued)

-------------------- -  --------  ---------  --------- ---------------
As of November 30,       South
 2002
                        America      UK      Corporate           Total
-------------------- -  --------  ---------  --------- ---------------
Segment assets          $88,806   $107,914   $649,360      $1,445,200

Unallocated amounts:
Cash and cash
 equivalents                                  $11,672         $11,672
Restricted cash
 deposits                                      $1,732          $1,732

-------------------- -  --------  ---------  --------- ---------------
Total assets                                               $1,458,604
-------------------- -  --------  ---------  --------- ---------------








---------------------------  --------  ----------  ---------
As of November 30, 2001        Asia      North
                             Pacific    America     Norway   SEAME(a)
---------------------------  --------  ----------  --------- ---------
Segment assets               $37,449    $325,613    $55,475  $294,267

Unallocated amounts:
Cash and cash equivalents
Restricted cash deposits

---------------------------  --------  ----------  ---------
Total assets
---------------------------  --------  ----------  ---------


                          (Tables Continued)

-------------------- -  --------  ---------  --------- ---------------
As of November 30,       South
 2001
                        America      UK      Corporate           Total
-------------------- -  --------  ---------  --------- ---------------
Segment assets          $87,517    $81,050   $665,926      $1,547,297

Unallocated amounts:
Cash and cash
 equivalents                                  $11,670         $11,670
Restricted cash
 deposits                                      $1,296          $1,296

-------------------- -  --------  ---------  --------- ---------------
Total assets                                               $1,560,263
-------------------- -  --------  ---------  --------- ---------------


    One customer accounted for more than 10% of the Company's revenue
in the quarter and two customers each individually accounted for more
than 10% in the twelve months ended November 30, 2002, respectively.
The revenue from these customers was $143.9 million for the quarter
and $432.7 million for the twelve months and was attributable to the
Norway, SEAME, UK, Asia Pacific and North America segments. In the
quarter ended November 30, 2001, and the twelve months ended November
30, 2001, two customers each individually accounted for more than 10%
of the revenue. The revenue from these customers was $120.9 million
for the quarter and $400.6 million for the twelve months ended
November 30, 2001. These revenues were attributable to the SEAME and
North America segments.



                 STOLT OFFSHORE S.A. AND SUBSIDIARIES
                    ANALYSIS OF NON-RECURRING ITEMS
                 (in millions, except per share data)


                                     Three months     Twelve months
                                          ended            ended
                                                    ------------------
                                  November  November November November
                                       30,      30,     30,      30,
                                      2002     2001    2002     2001
                                    ----------------------------------


Net income (loss) as reported       $(139.7)  $(9.9) $(151.9)  $(14.2)

   Non-recurring items:

   Charge for impairment of
    goodwill                          106.4       -    106.4        -

   Charge for impairment of fixed
    assets                              9.0       -      9.0        -

   Gain on disposal of assets, net        -       -     (8.0)       -

   Charge for impairment of Comex
    trade name                            -     7.9        -      7.9

                                    -------- ------- -------- --------
Income (loss) before non-recurring
 items                               $(24.3)  $(2.0)  $(44.5)   $(6.3)
                                    ======== ======= ======== ========



PER SHARE DATA
Net income (loss) as reported        $(1.65) $(0.11)  $(1.79)  $(0.16)

   Non-recurring items:

   Charge for impairment of
    goodwill                           1.25       -     1.25        -

   Charge for impairment of fixed
    assets                             0.11       -     0.11        -

   Gain on disposal of assets, net        -       -    (0.09)       -

   Charge for impairment of Comex
    trade name                            -    0.09        -     0.09


                                    -------- ------- -------- --------
Income (loss) before non-recurring
 items                               $(0.29) $(0.02)  $(0.52)  $(0.07)
                                    ======== ======= ======== ========

Average Shares Outstanding           84,698  87,213   85,010   87,201

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