Stolt-Nielsen Limited

Good afternoon, and welcome to Stolt-Nielsen's Earnings Call for the Third Quarter of 2025. As always, the earnings release and related materials are available on our website.

We will also be recording the session, and playback will be available on the website from tomorrow. Included in this presentation are various forward-looking statements.

Such forward-looking statements are subject to risks and uncertainties, and we refer you to our latest annual report for such details. I'm Alex Ng, Vice President of Corporate Development and Strategy.

Joining me today are Udo Lange, CEO; and Jens Gruner-Hegge, our CFO. At the end of the presentation, there will be a Q&A session where we will be taking questions from online.

[Operator Instructions] Thank you, and over to you, Udo.

Thanks, Alex. Welcome, everyone, and thanks for joining us today for our third quarter results.

The presentation will follow the usual format. I will begin with an overview of the Group's results for the quarter and share key highlights.

Then Jens will cover the financials, before handing back to me to run through the performance of our divisions, our view of the market outlook and a few concluding remarks. Despite a challenging macro backdrop of ongoing global trade and geopolitical uncertainty, our businesses enjoyed a resilient performance, delivering a quarterly EBITDA of over $190 million and a last 12 months EBITDA above $800 million for the sixth quarter in a row.

The company has delivered consistent performance again this quarter. This has been achieved through the dedication, professionalism and spirit of our 7,000 people around the world working tirelessly in pursuit of being simply the best for our shareholders, customers and people.

Our portfolio also builds in resilience to market fluctuation with 45% of our EBITDA this quarter achieved outside of Stolt Tankers. While Stolt Tankers' EBITDA fell 27% from the same quarter last year, the other areas of our operations delivered an increase in EBITDA of 13%, diluting the impact of softer shipping markets.

These results demonstrate that the company is a liquid logistics solutions provider and show the impact of our diversified portfolio. Last week saw the annual EPCA conference in Berlin.

That's the European Petrochemical Association event that brings together some of our largest global petrochemical customers. We met many of our customers and heard from them the challenges they are facing as they navigate the current uncertain market conditions.

We also heard directly how our suite of liquid logistics solutions across the supply chain is more relevant than ever. Our value proposition delivering quality, reliability and flexibility is meeting our customers' needs and has supported another resilient quarterly performance.

I want to reiterate the message we first communicated at our Capital Markets Day last year. We are not a shipping business, but a logistics business.

To help our investors and analysts, we have focused our commentary on our liquid logistics operations, which contribute nearly 90% of our EBITDA. And so you will notice that we have scaled back our commentary on Stolt Sea Farm and Gas operations.

You may also remember that at the time of our Q2 report in July, we evolved how we communicate our earnings potential, aligning our guidance approach with our business model by providing EBITDA guidance for the full year 2025. Today we have refined our range, with 2025 EBITDA now expected to be in a range of $750 million to $700 million (sic) [ $790 million ].

Of course, this range is based on what we know today, assumes no substantial geopolitical changes and is subject to a number of uncertainties in the current operating environment. As always, we continue to maintain a conservative balance sheet benefiting from robust liquidity and well-spread debt maturities.

Let's now turn the page to review our financial highlights. I've already said we have delivered another consistent result despite a challenging operating environment.

Moving along the top row. Operating revenue was down nearly 5% or $33 million, predominantly driven by weaker freight rates and Stolt Tankers.

EBITDA before the fair value adjustment was $192 million, down $23.5 million on the record levels from last year. Operating profit was down year-over-year by $30 million, partly due to the additional depreciation applicable to the HS4 ships and Avenir.

Net profit was also down, driven by the same factors, as well as higher interest expenses due to the consolidation of acquisition debt. Free cash flow was down $77 million year-over-year, driven by higher CapEx, including the NST newbuilding deposits, higher interest expense and sale of 2 vessels in the third quarter last year.

Net debt-to-EBITDA has increased to 2.94x as a result of an increase in consolidated debt from HS4 and Avenir. Over the page, we look at some of the key drivers of performance.

Looking at our performance metrics. Average deepsea TCE revenue per operating day for the quarter was just under $25,000, down versus last quarter.

This is due -- down versus last year's record highs. This is due to softer sentiment impacting freight rates, particularly in the spot market.

However, TCE for the quarter remains at an attractive level versus the long-term cycle average. Utilization remains on an upward trajectory at Stolthaven Terminals at almost 92%.

We expect utilization to be stable over the coming quarters going into 2026. Gross profit per shipment declined 5% at STC, predominantly driven by lower ocean freight rates and the wait-and-see mode of customers in this complex supply chain environment.

Our portfolio continues to demonstrate resilience to market fluctuations as around 45% of EBITDA achieved outside Stolt Tankers is nontanker operations producing a 13% EBITDA growth year-over-year. That's all from me now.

Jens, over to you for the financials.

Thank you, Udo. Good afternoon, everyone, and good morning to those of you joining us from the United States.

I will compare the third quarter of 2025 against the third quarter of 2024. And just to remind you, our third quarter runs from June 1 through August 31.

And to reiterate what Udo talked about, the company's performance is resilient, and with the growth in EBITDA contributions from the nontanker segments, we're able to maintain a strong EBITDA at $192 million for the quarter before the fair value adjustment of biomass. If we move to the next, let's dive into the numbers for this quarter.

So the drop in revenue was predominantly driven by tankers reflecting the lower spot rates. This was partly offset by a 6.6% increase in volume following additions to the fleet over the last 12 months.

STC's revenue was marginally down, but offset by an equal increase in Stolthaven Terminals. Operating expenses were down in line with the reduction in revenue, but also due to the acquisition of 100% of Hassel Shipping 4, resulting in the business no longer being accounted for as a JV but being fully consolidated.

And this caused the decrease in the TC expense or the pullout expense, and that was partly offset by an increase in owning expenses which forms a big part of their operating expense. Depreciation expense was also up as a consequence of the consolidation of Avenir and Hassel Shipping 4 as well as due to the capitalization of additional time-charter ships as per IFRS 16.

And the equity income from joint ventures was down, driven by the same consolidation of the joint ventures. So A&G expense was up compared to last year, mostly reflecting annual inflation adjustments as well as a consequence of the weaker U.S.

dollar, partly offset by lower profit sharing accruals related to lower net income. Operating profit for the quarter was $109.4 million, that's down from the $139.3 million, as Udo mentioned.

But that was a record quarter last year. And that's driven predominantly by the weaker tanker results.

And net interest expense was up $4.9 million due to an increase in net debt following the 2 acquisitions and other capital expenditures. FX gains on hedges were up, also driven by the weakening of the U.S.

dollar. And income tax was up, reflecting the improved earnings in the nontanker businesses.

And consequently, net profit for the quarter ended up at $64 million, with EBITDA of $191.7 million, and this is down from the same period last year and slightly weaker than the previous quarter this year. So if we move over to the next, we can have a look at the cash flow.

So cash from operations was strong this last quarter, almost as high as the peak third quarter of last year. Net cash was down due to an increase in interest payments during the quarter.

And note that the cash interest payments differ from the interest expense shown on the previous slide due to the timing of payments, with the first and third quarters normally having higher payments. Cash spent on capital expenditures was substantially up, reflecting in part increased progress payments on newbuildings and terminal CapEx as well as a reduction in gain on sale of assets as we sold 2 ships in the third quarter of last year.

And then during the quarter, we also repaid a net $59.6 million of debt and capital leases. FX had a minor positive impact on our cash balance as we consequently ended up with an increase in cash from prior quarter of $30.8 million, but a decrease compared to the same quarter last year of about $170 million when we sat on cash in order to effect the acquisition of 100% of Hassel Shipping 4.

Also last year, we had just completed the U.S. private placement of $450 million that was concluded during the same quarter last year.

At the bottom right, you see our total liquidity position, which at the end of the third quarter was at $466 million, and that's also slightly up from the last quarter. So let's have a look at the capital expenditures on the next slide.

Capital expenditures during the quarter, you will see total $75 million, in line with the previous quarter, and it brings our total so far this year to $372 million. Remaining for the year, we have approximately $200 million, with $42 million for tankers, reflecting progress payments on newbuildings, $36 million for Stolthaven Terminals, reflecting additional organic growth and maintenance CapEx, $102 million in STC on the purchase of additional tanks and approved expansion of depot capacity, and $20 million for the rest, including progress payments on Avenir's newbuildings program and computer systems development expenditures.

So overall for 2025, we now expect to spend around $500 million on capital expenditures. If we go to the next one, we can have a look at the debt maturities.

So this is the debt maturity profile. And that, of course, includes the consolidation of the debt of Hassel Shipping 4 and Avenir.

If you look at the balance for '25, there's 3 portions there: $126 million, $83 million and $53 million. We have already repaid during September $126 million as it related to a sale leaseback facility and we have already secured a financing needed to repay the remaining maturing facilities during the fourth quarter, although we may roll forward the $83 million credit line to the next year as we have the option to do.

If you look at the bottom-left graph, the increase in gross debt in the first quarter reflects the consolidation of the Avenir and Hassel Shipping 4 debt. And in the third quarter, we saw a slight decrease.

But I would expect this to increase again with the significant capital expenditures we have planned going forward. The average interest rate remains flat at about 5.6%, and we don't expect any material swings in the average interest rate over the next quarter as the bulk of our debt is fixed.

And then moving over to the next slide, a quick look at the financial KPIs. Our continued steady performance supports our covenants.

And the increase in debt and, therefore, net debt to tangible net worth and net debt to EBITDA seen in the previous quarter was due to the acquisition of Hassel Shipping 4 and Avenir, and we have seen it stabilize since. Debt to tangible net worth is now at 1.01, as you see in the top-left graph, well below our covenant limit of 2.25 and slightly down from the prior quarter as well.

With the lower EBITDA for the quarter, the last 12 months EBITDA fell slightly to $814 million, but as Udo mentioned, still well above $800 million. And EBITDA to interest expense was marginally down at 5.86, as you see in the top right quadrant, due to the increase in interest expense, whilst net debt to EBITDA, which is a key measure of our liquidity position, decreased from 2.96 down to 2.94, so very marginal, really remaining flat.

So overall, we are well within compliance on all our covenants. And with this, I would like to hand it back to Udo for the segmental analysis of our business, our view of the market outlook and a few closing remarks.

Yes. Thank you, Jens.

I'll now take us through the divisional highlights, and beginning with Stolt Tankers. As I mentioned earlier, tanker markets have softened as elevated supply chain complexity has resulted in softer volumes, which has had a direct impact on spot rates and performance in Stolt Tankers.

Operating revenue saw a decline of 13%. This is predominantly due to a 90% decline in freight rates driven by reduced specialty cargo volume.

The rate decline was only partly offset by an increase in operating days due to additions to the fleet over the past 12 months. As usual, Q3 saw seasonally low COA renewals, which year-over-year were at a rate decrease of 14.6% versus the peak last year.

Operating profit was impacted by the decline in revenue as well as an increase in port expenses due to the opening of the Panama Canal. I want to thank Maren and the tankers team for their unwavering efforts to support the customers to navigate this highly complex environment, and they're really doing a great job.

We now look closer at tanker rate development. The Q3 TCE per operating day was just under $25,000 per day, down from $33,355 in the same quarter prior year, which marked the most recent peak in the cycle.

As a reminder, we typically fix cargo bookings 30 days in advance of the start of a voyage, with voyages being renewed on a rolling basis, which results in a lag effect of around 90 to 120 days between changes in rates and the full impact on earnings. You can see, for example, on the chart that both TCE peaks lagged versus spot index rate.

Near term, we are not expecting to see signs of the current uncertainty abating. But we are seeing the adjacent MR and [ VL ] markets strengthen into the winter, which should be supportive to the chemical tanker market as we head into the winter contracting period.

And we have seen some stabilizing of spot rates. That said, we are not just a chemical tanker business.

We encourage the market to consider our performance across all the areas of our diversified portfolio. And I want to remind you that we have moved to full year EBITDA guidance for the business as a whole.

Stolthaven Terminals positioned as an owner and operator of infrastructure servicing the chemical and energy industry results in stable and steady performance, relatively insulated from the volatility elsewhere. Utilization trended upwards in Q3 and is at 92%, which is expected to be stable over the coming quarters.

EBITDA was flat year-over-year. Whilst revenues increased due to utilization, we saw some impact from inflationary cost increases and higher depreciation.

We expect the storage markets to remain stable, notwithstanding market headwinds, which could result in delayed decision-making on tanker rental commitments. I commend Guy and his team.

Delivering increased revenue and stable EBITDA performance is an achievement given the market backdrop. Revenue and EBITDA were slightly down in STC as the impact of the macro environment dampened market demand and transportation rates as customers took a wait-and-see approach to moving products.

STC have been working to increase shipment volumes, but this could not fully offset lower gross profit per shipment versus last year. We saw a slightly larger impact on operating profit as higher A&G costs and expenses related to fleet growth contributed to larger decline in operating profit.

Continuously changing trade flows require an agile approach, which suits our global platform well. Stolt Tank Containers will therefore continue its focus on stabilizing margins while maintaining volumes.

Despite a challenging environment, Stolt Tank Containers contributes meaningful to the Group's return on investment and aligns with our strategy to leverage our market-leading scalable platform. Big thanks to Hans and his team for the global platform they have built.

This helps us to be agile for customers and balance volumes and margins on short notice. I now want to cover our view of the market and concluding remarks, before we open for Q&A.

Despite the ongoing elevated uncertainty, we see market fundamentals that remain well-balanced between supply and demand. In a world of elevated trade flow and supply chain complexity, some weakening sentiment is likely to result in 2025 volumes being flat year-over-year.

However, industry expectations for the seaborne chemicals trade continue to be for modest growth in 2026, which could be supported by stability and trade policies. We continue to closely monitor GDP development as we see some macro downside risks based on market indicators and analyst expectations.

On the supply side, MR rates seem to be stabilizing at a level that would typically keep them operating in the CPP market, limiting the potential to swing into our market. In addition, effective October 14, USTR 301 is expected to come into force.

Whilst our chemical tanker segment is exempt from the port fees, there will be port-related fees for Chinese-owned tonnage in our segment. Whilst this will not remove supply from the global fleet, we may see some supply impact on U.S.-related trade routes as Chinese owners retrench from that trade.

On the ordering side, we have seen limited growth in the newbuild order book, which has remained stable this quarter at around 18.5% of the global fleet due to the macro environment and high newbuild prices. We expect modest net growth of around 3% into 2026 and continue to closely monitor developments on risk and the resulting impact on rate supply.

One important lever our industry has is the opportunity for asset owners to pull back supply in case of a market downturn. We see around 26% of stainless steel tankers aged 20 years and older in 2027, meaning that a significant percentage of the global fleet could be retired if necessary to manage supply.

To sum up then, I talked to you earlier about how our chemical industry customers are being impacted by market volatility from global trade policies and geopolitics, with the resulting ripple effect into demand for our liquid logistics services. We are hearing from our customers that in the midst of this deep supply chain complexity, they really value our quality, reliability and flexibility.

We are therefore focused on executing our liquid logistics strategy as a compelling value proposition that is even more important in these uncertain times. We are pursuing targeted investments, planning to spend some $500 million in 2025, positioning the business for long-term growth and making our liquid logistics solutions even more relevant for the future.

This would not be possible without a strong balance sheet, and we will continue to maintain a conservative balance sheet with significant flexibility. Finally, despite the uncertain conditions, our business portfolio supports a steady EBITDA performance, achieving over $190 million this quarter.

And we expect the full year EBITDA to fall within a range of between $750 million and $790 million. So to summarize, we are well positioned for the long term with the right people, the right strategy and a robust balance sheet to support the targeted investments that will facilitate our future growth.

Thank you for your attention, and I will now pass you back to Alex for Q&A.

Thank you, Udo. [Operator Instructions] So our first question is for you, Jens, and it relates to EBITDA guidance.

Your full year EBITDA guidance now implies a rather large range, between $160 million and $200 million. Could you shed some light on what the key uncertainties are here?

Thank you very much, Alex. And thank you for your question.

It's a good question. I'll first like to reiterate what we have talked about the resilient business model that we do have, which is really building on multiple legs that we have to stand on.

And we expect that that will help us as we go into what continues to be an uncertain environment. Udo has already touched on a number of the aspects where we are sort of building in, call it, a little bit of room for the uncertainty.

We mentioned the MR market and the development of that. And our financial performance could be impacted by swing tonnage, really dependent on what we see as in terms of MR market development.

We have talked about the USTR, and we think we're in a very good position there now because our entire fleet is compliant with USTR, and that means we can trade in and out of the United States without incurring any fees. But you have other operators who are not in such a position, and therefore, we could see volatility in other areas and other trades not related to the U.S.

And then we have talked about the tariffs. There's still a lot of uncertainty around tariffs with U.S.

recently announcing a 50% tariff on Brazilian imports and Indian imports and China retaliating. And we feel that it's warranted to have a little bit of a headroom for those kind of uncertainties.

Just like to remind you that when we talk about sort of the volatility in net profit or in EBITDA related to a swing in time-charter equivalent, typically, we have said that a $1,000 swing in TCE related earnings equates to about $6 million to $7 million in EBITDA. So that's for you to keep in mind when you look at -- do your own sensitivity testing.

Thank you, Jens. A question for you, Udo, again, relating to trade policies.

Do you expect any positive effects from the tariffs in the longer term?

So of course, this has puts and takes. So at the end, if you look at our business, in particular, when it comes to the tankers, that probably you have the biggest impact, it's all about ton-mileage growth.

And so depending on where the tariffs are on which products, but then also what that may open up as other trading opportunities, this can also fall into the positive way. So it really depends what are the specific tariffs, what is then the impact on that trade, and is there then an attractive alternative trade which potentially could even drive more ton-mileage growth?

So it's really the devil is in the detail on this one.

Thanks, Udo. And next question relates to CapEx, so one for you, Jens.

I'll just combine a couple of questions. But the first element is, we've noticed an increase in CapEx for the end of the quarter for 2025, particularly in relation to STC.

Could you provide some insight into what types of projects they are and when they could be expected to improve earnings there?

So related to the STC CapEx, sort of consistent with our ongoing desire to build on that scalable platform that STC has built by increasing our tank size, our number of tanks as well as expanding on our depot capacity. So this is consistent with our strategy.

I'm sorry, Alex, the other -- when we expect to get the -- well, the nice thing about investing in tank containers is that typically the lead time is significantly shorter than it is when you invest in the more longer-term, capital-intensive businesses like tankers, terminals, et cetera. So what we are spending now, you will start seeing the benefit of in 2026.

Thank you, Jens. And then a follow-on from CapEx.

Could you elaborate on what the CapEx spends are in 2026? And how is it phased throughout the year?

Absolutely. Again, thank you for the question.

So there's 3 big buckets for 2026. It's tankers, it's terminals and it's what we have grouped under corporate.

For tankers, the bulk of it, say, 80%, 90% of it is related to the newbuilding program that we have, so that's about $120 million of the total and a little bit to be spent on barges. For terminals, about $80 million relates to our ongoing investments at our Houston and New Orleans terminals, the organic growth that we have previously announced there, that will come on in 2026.

And the rest is sort of steady maintenance CapEx that we have ongoing every year. And then for corporate, you can split sort of 80% with Avenir and 40% related to Stolt Sea Farm.

For Avenir, it's related to our newbuilding program there.

We have a question on the USTR and managing uncertainties around the enforcement of this. Do we have any exposure in relation to the Chinese built, owned or operated vessels?

A question for you, Jens.

Can you please repeat the question?

Yes. It's relating to the U.S.

restrictions around Chinese-built vessels. Do we have any exposures there?

Sorry. As I mentioned in the previous question, we have made sure that we have no Chinese-owned ships in our fleet.

And therefore, we are at full liberty to trade in and out of the U.S. without any additional port charges.

I just want to add there and really applaud the teams. So a particular big shout out to Maren and Bjarke from the tanker side, and then Nick, our General Counsel, and then Jens and the team as well.

Because I think 2 key things that we have done extremely well is, one, really advocating the position on with our customers as well as with the administration in the U.S., which was key for getting the exemption. But then really, Jens and the team looking at where do we have any exposure from a financing side and then cost-correcting there as well.

So we can proudly say at this point in time, thanks to the agile leadership of the team, there's zero exposure for Stolt-Nielsen on USTR when it gets into effect.

Next question is in relation to Stolt Sea Farm and the performance there. So one for you, Jens.

There appears to be a large fair value adjustment in that segment. Can you explain what it's in relation to?

And any other comments around the strong performance and how that's being driven in Stolt Sea Farm?

So dealing with the fair value, as those of you who have followed us for a while will know that that's always something that fluctuates up and down. It's more noise than anything going through our results, which is why we also report our EBITDA excluding the fair value effects when we talk to you in these presentations.

The magnitude of it is -- was between $6 million and $7 million this year, but there is a negative one in the prior, the same quarter last year, which is why it causes a big swing. And the driver of results at Stolt Sea Farm is similar to what we talked about before, it's volume and price-driven and really a sound operation that we have built there.

But normally -- so we changed to not talk about it because it is very small in comparison to the overall balance sheet. If you look at Stolt Sea Farm, this comprises less than 10% of the asset base.

I think it's actually down to around 3% to 4%, Alex. So that's why we have now elected to really focus on what truly drives the results of the Group, and that is our logistics businesses.

Thank you. [Operator Instructions] Next one is relating to the debt profile.

Can you give more insight on that $93 million debt repayment during the quarter? Was it primarily paydown or early repayments?

If you can remark on that.

Yes. So some of it was early repayments related to ships that we previously had on sale leaseback.

And that's partly also what -- that's partly what has allowed us to now sit with a fleet that is non-Chinese owned. And in conjunction with that, we have also taken on a few additional refinancings to help position the company for '26 and the capital expenditures that will come in the future, putting us in a very good liquidity position.

But our debt balance, as you have seen, then continues to evolve with every quarter. And that is so that we can make sure that we get the best rate structure and the best profile structure for our asset base as we move forward.

And the final question that we have on the list is, can you provide any guidance in relation to dividends expectations for -- payout for the year? For Jens.

No, the dividends are really something that is determined by the Board and determined by -- eventually approved by the Annual General Meeting. They take into consideration our financial -- the markets that we operate in, our financial position, our commitments going forward.

And this is a holistic evaluation that the Board makes. So beyond that, I think all we say is we've typically been rather steady in what we have been doing, but those are considerations for the Board to make and not for me to comment on.

Thank you very much. Okay.

Thank you. That completes our questions.

We'll post a recording of the call on our website tomorrow. Udo, back to you.

Yes, thank you for joining us today. I look forward to talking to you again when we present our results for the full year.

Again, thank you, and I wish you all a great day.