-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VDO3C9AMiA/Oueu3Z7FCEIytufY8c5n4s9C4+5+jMpVdmVJlAYb4e1WVkotdRLHk AKOnL3LbVoAzYGFRtPVvuA== 0000889812-99-003670.txt : 19991216 0000889812-99-003670.hdr.sgml : 19991216 ACCESSION NUMBER: 0000889812-99-003670 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 19991215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANSALDO SIGNAL NV CENTRAL INDEX KEY: 0001027228 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-28988 FILM NUMBER: 99774559 BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER SCHIPHOL BLVD 267 STREET 2: SCHIPHOL CITY: NETHERLANDS 1118 BH BUSINESS PHONE: 4126882400 MAIL ADDRESS: STREET 1: C/O UNION SWITCH & SIGNAL INC STREET 2: 1000 TECHNOLOGY DR CITY: PITTSBURGH STATE: PA ZIP: 15219-3120 6-K 1 REPORT OF FOREIGN PRIVATE ISSUER 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 ----------------------------------------- (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. EXHIBIT INDEX Description Page No. ----------- -------- 1. A press release of the Company dated December 14, 1999, announcing third quarter results 4 2 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 ----------------------------------- Name: James Sanders Title: Chief Executive Officer 3 Ansaldo Signal N.V. Contact Gregory M. Babicz Phone: (412) 688-2459 Fax: (412) 688-2660 Ansaldo Signal Releases Third Quarter Results - -------------------------------------------------------------------------------- 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. Ansaldo Signal N.V. Press Release Page 2 - -------------------------------------------------------------------------------- "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, Ansaldo Signal N.V. Press Release Page 3 - -------------------------------------------------------------------------------- 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. Ansaldo Signal N.V. Press Release Page 4 - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF OPERATIONS ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (Unaudited)
Three Months Ended Nine Months Ended September September September September September September 30, 1999 30, 1998 30, 1997 30, 1999 30, 1998 30, 1997 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 ---------------------------------------------------------------------------------- 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) ---------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------- Net income (loss)............. $ (2,363) $ 306 $ (3,165) $ (2,044) $ (78) $ (9,198) ================================================================================== Basic and diluted net income (loss) per common share....... $ (0.12) $ 0.01 $ (0.15) $ (0.10) $ (0.00) $ (0.45) ================================================================================== 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
Ansaldo Signal N.V. Press Release Page 5 - -------------------------------------------------------------------------------- CONSOLIDATED BALANCE SHEET ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (Unaudited)
September 30 December 31 1999 1998 Assets 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 ------ ------ 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 ----- ----- Total assets................................................... $ 472,056 $ 472,592 ======= ======= 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 - ----- 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 ----- ------ Total liabilities.............................................. 366,677 360,218 ------- ------- 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 ------- ------- Total shareholders' equity..................................... 105,379 112,374 Commitments and contingencies ....................................... - - Total liabilities and shareholders' equity..................... $ 472,056 $ 472,592 ======= =======
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