SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March 2005
Preem Holdings AB (publ)
(Translation of registrant’s name into English)
Sandhamnsgatan 51, S-11590, Stockholm, Sweden
(Address of principal executive offices)
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 ý Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
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 o No ý
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
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.
| | Preem Holdings AB (publ) |
| | |
Date: | March 18, 2005 | By: | /s/ Per Höjgård | |
| | Name: | Per Höjgård |
| | Title: | Chief Financial Officer |
PRESS RELEASE
March 18th, 2005
PREEM HOLDINGS AB (publ.)
Preem Holdings AB today announces its 2004 results (unaudited accounts).
2004 was the most profitable year ever for Preem Holdings. The excellent result is to a large extent explained by the high refining margins in combination with inventory profits and high accessibility in the refineries.
As a result of the acquisition of the remaining 25 percent of Scanraff in 2003, the two refineries have changed their names to Preemraff Gothenburg and Preemraff Lysekil. In January 2005 both refining companies have been merged with the parent company Preem Petroleum.
MARKET
The year was characterised by a very strong price development both on crude oil and finished products. Demand increased by altogether 3.5 percent to approx. 82 million barrels a day, the quickest growth in thirty years. As in the last few years, Asia and mainly China had the strongest growth with demand growing almost 15 percent.
In the United States the brisk demand for petrol continued to gain momentum, while in Europe the consumption growth rate was more normal. It was not until May that OPEC’s production, which had been held back since the autumn 2003, could be increased to meet the growing demand.
Combined with low crude oil inventory levels and the risk of disturbances in the supply from unsteady countries, this implied that the crude oil price increased more or less continuously until mid-October, when the price of Brent crude oil exceeded 50 USD/barrel. This is the highest price ever in nominal figures. Then for the rest of the year the price fell and stopped at 40.5 USD/barrel.
Production of light, low-sulphur crude oil reached the capacity limit and therefore the price difference to high-sulphur crude oils increased substantially. The difference between North Sea oil and Russian crude oil is normally 1-2 USD/barrel. Now it rose to 9 USD/barrel at its highest.
Due to the heavy demand for finished products the refineries were also used at maximum capacity, resulting in very good refining margins. Particularly large was the price difference between petrol and diesel on the one hand, and crude oil on the other.
As especially Preemraff Lysekil is well equipped for receiving high-sulphur crude oils, the refinery was able to take advantage of the considerable price difference between low and high-sulphur crude oils, which contributed to the excellent profitability of the refineries.
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On the Swedish market sales volumes have declined during the year and amounted to an aggregate 3 594 (3 954) km3. Fuel oil volumes in particular have fallen in relation to alternative heating methods.
Altogether 1 829 (1 367) km3 diesel was supplied, whereof 409 (366)km3 over Preem’s service stations. Petrol volumes supplied over the station network was generally unchanged at 492 (491) km3.
During the year Preem’s Norwegian subsidiary ENØK Energi AS was disposed of. At the end of the year Preem’s heating service operations were phased out.
PRODUCTION
Production in the refineries amounted to 17.9 (14.6) million m3.
In December a small fire occurred at Preemraff Lysekil when leaking hydrogen gas caught fire at a heat exchanger. The fire was extinguished and surrounding plants were brought to a standstill. In connection with restart of the platformer plant it was discovered that catalyst mass had been released and followed the process downstream. This necessitated major repair work and lead to a month’s production loss of low-sulphur products. The plant was back in full production again in mid-January 2005.
FINANCIAL RESULTS
2004 was the most profitable year ever for Preem Petroleum. The excellent result is to a large extent explained by the high refining margins in combination with inventory profits and high accessibility in the refineries. For Preemraff Lysekil the capacity to process the less expensive high-sulphur crude oil has also contributed significantly to the good result.
The result of Market division has been satisfactory although the fuel oil volume has continued to fall heavily and the strong price increase on the world market has been hard to maintain. The result of the petrol station operations has also seen an improvement.
Preemraff Lysekil
| | Q4 2003 | | Q4 2004 | | 2003 | | 2004 | |
| | | | | | | | | |
Gross refining margin | | 3,51 | | 7,31 | | 3,86 | | 5,67 | |
Variable refining costs | | -0,42 | | -0,44 | | -0,39 | | -0,40 | |
Refining margin | | 3,09 | | 6,87 | | 3,47 | | 5,27 | |
Fixed operating costs | | -0,89 | | -1,10 | | -0,76 | | -0,87 | |
Net cash margin | | 2,20 | | 5,77 | | 2,71 | | 4,39 | |
Depreciation | | -0,48 | | -0,80 | | -0,48 | | -0,61 | |
Net refining margin | | 1,72 | | 4,97 | | 2,23 | | 3,79 | |
Total production (000 barrels) | | 10,730 | | 16,490 | | 55,301 | | 70,673 | |
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Preemraff Gothenburg
| | Q4 2003 | | Q4 2004 | | 2003 | | 2004 | |
| | | | | | | | | |
Gross refining margin | | 1,78 | | 2,32 | | 2,18 | | 2,50 | |
| | | | | | | | | |
Variable refining costs | | -0,31 | | -0,34 | | -0,28 | | -0,27 | |
Natural gas, refining fuel | | -0,16 | | -0.15 | | -0,11 | | -0,15 | |
Refining margin | | 1,31 | | 1,83 | | 1,79 | | 2,08 | |
Fixed operating costs | | -0,53 | | -0,21 | | -0,66 | | -0,61 | |
| | | | | | | | | |
Net cash margin | | 0,78 | | 1,62 | | 1,13 | | 1,47 | |
Depreciation | | -0,64 | | -0,68 | | -0,73 | | -0,56 | |
Net refining margin | | 0,14 | | 0,93 | | 0,40 | | 0,91 | |
| | | | | | | | | |
Total production (000 barrels) | | 13,750 | | 10,597 | | 36,700 | | 42,133 | |
The result of Market division has been satisfactory although the fuel oil volume has continued to fall heavily and the strong price increase on the world market has been hard to maintain. The result of the petrol station operations has also seen an improvement.
Sales Revenue
SEK million | | Q 4 2003 | | Q 4 2004 | | 2003 | | 2004 | |
| | | | | | | | | |
Supply & Refining | | 7 418 | | 10 356 | | 31 609 | | 38 595 | |
Marketing | | 2 868 | | 2 846 | | 10 920 | | 9 682 | |
| | | | | | | | | |
Group eliminations | | -1 994 | | -2 462 | | -7 740 | | -8085 | |
Total Sales Revenue | | 8 292 | | 10 740 | | 34 789 | | 40 192 | |
Operating Income
SEK million | | Q 4 2003 | | Q 4 2004 | | 2003 | | 2004 | |
Supply & Refining | | 385 | | 153 | | 966 | | 2 843 | |
Marketing | | 81 | | 76 | | 106 | | 143 | |
| | | | | | | | | |
Other non-allocated income | | -174 | | -167 | | -619 | | -354 | |
Total Operating Income | | 292 | | 62 | | 453 | | 2 632 | |
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INVESTMENTS
Group investments in fixed assets totalled MSEK 1 216 (720). A large part of it relates to the investment in a so called Iso-cracker that is in progress at Preemraff Lysekil. The investment is estimated to amount to MSEK 3 500 and is due to be operative in the first quarter of 2006. It has also been decided to invest in a new quay and a desulphurization plant at Lysekil for approx. MSEK 300 to fully use the increased capacity that the Iso-cracker project will provide.
FINANCING AND LIQUIDITY
The Group’s liquid funds, MSEK 724 (633), and unutilised credit facilities, SEK 4 269 (697), as per 31 December 2004 amounted to MSEK 4 993 (1 330) in total.
In May a bond issue for MEUR 100 was floated on the international market to provide part of the financing for the Iso-cracker project.
In June a syndicated loan for a total of MEUR 325 was signed. The loan was however renegotiated during the autumn and resulted in a loan for a total of MEUR 300, half of which relates to financing for the Iso-cracker project. At the end of the year this new facility was not yet in use.
The exceptionally good cash flow during the year has allowed Preem to make a net redemption of approx. MSEK 1 700 on external loans. The debt/equity ratio was therefore the lowest in the company’s history, 1.47 (2.05).
PROSPECTS
Inventory levels were still rather low at year-end. In combination with lower production levels in the OPEC as from 1 January and a cold winter in the United States this has entailed a rise in demand for crude oil and products since the turn of the year. The volatility of the market indicates that there are no big capacity reserves in any sector of the oil industry. A continued substantial price difference between high and low sulphur crude oils contributes to continued good profitability for the refining operations. For Preem this should mean that 2005 will be a satisfactory year, even if not on the same level as 2004.
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CONSOLIDATED STATEMENTS OF OPERATIONS, CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Consolidated Income Statements (unaudited)
| | December 31, 2003 | | December 31, 2004 | |
| | SEK | | SEK | | $ | |
| | | | (in millions) | | | |
Revenues | | 43,030 | | 48,284 | | 7,302 | |
Excise duties | | (8,241 | ) | (8,092 | ) | (1,224 | ) |
| | | | | | | |
Sales revenue | | 34,789 | | 40,192 | | 6,078 | |
Cost of goods sold | | (33,303 | ) | (36,601 | ) | (5,535 | ) |
| | | | | | | |
Gross profit | | 1,486 | | 3,591 | | 543 | |
Selling expenses | | (812 | ) | (777 | ) | (118 | ) |
Administrative expenses | | (479 | ) | (451 | ) | (68 | ) |
Other operating income | | 268 | | 285 | | 43 | |
Other operating expenses | | (10 | ) | (16 | ) | (2 | ) |
| | | | | | | |
Operating income | | 453 | | 2,632 | | 398 | |
Interest income | | 40 | | 44 | | 7 | |
Interest expense | | (456 | ) | (551 | ) | (83 | ) |
Other financial income/expenses, net | | 268 | | 203 | | 30 | |
| | | | | | | |
Income before taxes | | 305 | | 2,328 | | 352 | |
Income taxes | | (77 | ) | (704 | ) | (107 | ) |
Minority interests | | (2 | ) | (2 | ) | (0 | ) |
Net income | | 226 | | 1,622 | | 245 | |
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Consolidated Balance Sheets (unaudited)
| | As of December 31, 2003 | | As of December 31, 2004 | |
| | SEK | | SEK | | $ | |
| | (in millions) | |
| | | | | | | |
ASSETS | | | | | | | |
Fixed assets | | | | | | | |
Intangible assets | | | | | | | |
Goodwill | | 829 | | 639 | | 97 | |
Total intangible assets | | 829 | | 639 | | 97 | |
| | | | | | | |
Tangible assets | | | | | | | |
Land and building, net | | 834 | | 787 | | 119 | |
Plant and machinery, net | | 5,496 | | 5,242 | | 793 | |
Capitalized turnaround cost, net | | 315 | | 214 | | 32 | |
Equipment, tools fixtures and fittings, net | | 720 | | 669 | | 101 | |
Construction in progress | | 291 | | 1,191 | | 180 | |
Total tangible assets | | 7,656 | | 8,103 | | 1,225 | |
| | | | | | | |
Financial assets | | | | | | | |
Participation in associated companies | | 5 | | 5 | | 1 | |
Other securities held as fixed assets | | 2 | | 2 | | 0 | |
Other long-term receivables | | 103 | | 208 | | 32 | |
Total financial assets | | 110 | | 215 | | 33 | |
| | | | | | | |
Total fixed assets | | 8,595 | | 8,957 | | 1,355 | |
| | | | | | | |
Current assets | | | | | | | |
Inventories | | 4,679 | | 4,519 | | 683 | |
Accounts receivable | | 2,947 | | 2,843 | | 430 | |
Receivables from associated companies | | 0 | | 1 | | 0 | |
Other receivables | | 221 | | 144 | | 22 | |
Prepaid expenses and accrued income | | 218 | | 309 | | 47 | |
| | 8,065 | | 7,816 | | 1,182 | |
Cash and cash equivalent | | 633 | | 724 | | 110 | |
Total current assets | | 8,698 | | 8,540 | | 1,292 | |
| | | | | | | |
TOTAL ASSETS | | 17,293 | | 17,497 | | 2,646 | |
The accompanying notes form an integral part of these Interim Consolidated Financial Statements.
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| | As of December 31, 2003 | | As of December 31, 2004 | |
| | SEK | | SEK | | $ | |
| | (in millions) | |
| | | | | | | |
SHAREHOLDERS’ EQUITY, PROVISIONS AND LIABILITIES | | | | | | | |
Shareholders’ equity | | | | | | | |
Restricted equity | | | | | | | |
Share capital | | 1 | | 1 | | 0 | |
Restricted reserves | | 0 | | 0 | | 0 | |
| | 1 | | 1 | | 0 | |
Non-restricted equity | | | | | | | |
Profit brought forward | | 3,272 | | 3,101 | | 470 | |
Profit for the year | | 226 | | 1,622 | | 245 | |
| | | | | | | |
Total shareholders’ equity | | 3,499 | | 4,724 | | 715 | |
| | | | | | | |
Minority interests | | 8 | | 9 | | 1 | |
Provisions | | | | | | | |
Pension provision | | 147 | | 146 | | 22 | |
Deferred tax liability | | 839 | | 1,020 | | 154 | |
Other provisions | | 6 | | 14 | | 3 | |
Total provisions | | 992 | | 1,180 | | 179 | |
| | | | | | | |
Liabilities | | | | | | | |
Long-term liabilities | | | | | | | |
Shareholder loans | | 242 | | 242 | | 37 | |
Bond loans | | 2,774 | | 3,648 | | 552 | |
Liabilities to credit institutions | | 1,900 | | 1,595 | | 241 | |
Bank overdraft facility | | 1 | | — | | — | |
Other long-term liabilities | | 1 | | — | | — | |
Total long-term liabilities | | 4,918 | | 5,485 | | 830 | |
| | | | | | | |
Current liabilities | | | | | | | |
Liabilities to credit institutions | | 3,122 | | 749 | | 113 | |
Advanced payment from customers | | 164 | | 178 | | 27 | |
Accounts payable | | 1,716 | | 2,045 | | 309 | |
Liabilities to parent company | | 11 | | 848 | | 128 | |
Liabilities to associated companies | | 1 | | 0 | | 0 | |
Income tax payable | | 6 | | 5 | | 0 | |
Other liabilities | | 1,349 | | 1,327 | | 201 | |
Accrued expenses and prepaid income | | 1,507 | | 947 | | 143 | |
Total current liabilities | | 7,876 | | 6,099 | | 921 | |
| | | | | | | |
TOTAL SHAREHOLDERS’ EQUITY, MINORITY INTERESTS, PROVISIONS AND LIABILITIES | | 17,293 | | 17,497 | | 2,646 | |
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Consolidated Statements of Cash Flows (unaudited)
| | Year ended December 31 | |
| | 2003 | | 2004 | |
| | SEK | | SEK | | $ | |
| | (in millions) | |
Income from operation | | | | | | | |
Income after financial items | | 305 | | 2,328 | | 352 | |
Adjustments for non-cash items | | | | | | | |
Depreciation and amortization of fixed assets | | 881 | | 1,044 | | 158 | |
Non-cash pension refund | | 3 | | (1 | ) | (0 | ) |
Inventory write-down | | — | | 223 | | 34 | |
Unrealized foreign exchange gains | | (295 | ) | (164 | ) | (25 | ) |
Unrealized gains on oil swaps | | (21 | ) | (40 | ) | (6 | ) |
Deferred charges | | 12 | | 26 | | 4 | |
(Gain)/loss on sale of fixed assets | | 38 | | (6 | ) | (1 | ) |
Losses on sale of long-term receivables | | — | | 15 | | 2 | |
Gain on sale of subsidiaries | | — | | (7 | ) | (1 | ) |
Provisons | | (47 | ) | 9 | | 1 | |
| | 876 | | 3,427 | | 518 | |
| | | | | | | |
Taxes paid | | (4 | ) | (4 | ) | (1 | ) |
| | | | | | | |
Cash flow in working capital | | 872 | | 3,423 | | 517 | |
| | | | | | | |
Decrease/(Increase) in inventories | | (1,143 | ) | (63 | ) | (10 | ) |
Decrease/(Increase) in current receivables | | 935 | | 63 | | 10 | |
(Decrease)/Increase in current liabilities | | (247 | ) | (104 | ) | (15 | ) |
| | | | | | | |
Cash flow from operating activities | | 417 | | 3,319 | | 502 | |
| | | | | | | |
Investment activities | | | | | | | |
Acquisition of subsidiary | | (1,067 | ) | (84 | ) | (13 | ) |
Investment in intangible fixed assets | | 0 | | 0 | | 0 | |
Investment in tangible fixed assets | | (720 | ) | (1,216 | ) | (184 | ) |
Sale of tangible fixed assets | | 13 | | 32 | | 5 | |
Sale of subsidiaries net of cash disposed | | — | | (10 | ) | (1 | ) |
Decrease/(Increase) in long-term receivables | | 2 | | (131 | ) | (20 | ) |
Cash flow used in investment activities | | (1,772 | ) | (1,409 | ) | (213 | ) |
| | | | | | | |
Financing activities | | | | | | | |
New bond loan | | — | | 906 | | 137 | |
New loans from credit institutions | | 3,379 | | 426 | | 64 | |
Payment of loans to credit institutions | | (1,972 | ) | (3,064 | ) | (463 | ) |
Dividends paid | | (2 | ) | (87 | ) | (13 | ) |
Issuance of bonds | | 122 | | — | | — | |
Cash flow (used in)/provided by financing activities | | 1,527 | | (1,819 | ) | (275 | ) |
| | | | | | | |
Cash flow of the year | | 172 | | 91 | | 14 | |
Cash and cash equivalents at the beginning of the year | | 461 | | 633 | | 96 | |
| | | | | | | |
Cash and cash equivalents at the end of the year | | 633 | | 724 | | 110 | |
| | | | | | | |
Supplementary disclosures | | | | | | | |
| | | | | | | |
Interest received | | 37 | | 44 | | 7 | |
Interest paid | | (448 | ) | (530 | ) | (80 | ) |
| | | | | | | |
Items included in cash and cash equivalents | | | | | | | |
Cash and bank balance | | 282 | | 434 | | 66 | |
Short-term investments | | 351 | | 290 | | 44 | |
| | | | | | | |
Total cash and cash equivalents | | 633 | | 724 | | 110 | |
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This press release contains “forward-looking statements”, as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Certain of these statements relate to investment plans at our refineries and our current expectations concerning our prospects. These and other forward-looking statements are based on management’s best assessment of our strategic and financial position and of future market conditions and trends. These discussions involve risks and uncertainties. The actual outcome may differ materially from these statements as a result of many factors, including the effects of our substantial indebtedness, volatility in refining margins and in market prices for crude oil and refined products, our future capital needs, governmental regulation and our ability to comply with existing or newly implemented environmental regimes in the countries in which we operate.
Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risks described in our Annual Report on Form 20-F for the year ended December 31, 2003 and other public filings made by us with the U.S. Securities and Exchange Commission, which risk factors are incorporated herein by reference. We disclaim any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements
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