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GESCO AG

Earnings Release Feb 13, 2014

181_10-q_2014-02-13_336607ae-cd86-4033-ad8b-bbefc6762d33.pdf

Earnings Release

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The first nine months   of financial year 2013/2014   at   a   glance

  • • Nine month period  with  a weak first half of the year and a brisk third quarter
  • • Business activities  remain high in the fourth quarter
  • • GESCO subsidiary MAE Maschinen- und  Apparatebau Götzen acquired US market leader  Eitel Presses
  • • Cautiously optimistic outlook for the new financial year

GESCO   Group key figures   for the first nine months   of the 2013/2014 financial year

01.04.-31.12. I.-III. Quarter I.-III. Quarter Change
2013/2014 2012/2013
Incoming orders (€'000) 325,211 337,072 -3.5%
Sales revenues (€'000) 337,247 334,985 0.7%
EBITDA (€'000) 36,919 40,797 -9.5%
EBIT (€'000) 24,254 30,134 -19.5%
Earnings before tax (€'000) 21,941 27,644 -20.6%
Group net income after minority interest (€'000) 13,562 16,995 -20.2%
Earnings per share acc. to IFRS (€) 4.08 5.12 -20.2%
Employees (No.) 2,368 2,276 4.0%

Dear Shareholders,

GESCO Group's economic performance in the first nine months of financial year 2013/2014 was initially still shaped by a subdued economic climate. The larger subsidiaries continued to report that business was stable or slightly down. Business at most of the smaller companies moved sideways, but a small number were plagued by a persistent slowdown in demand in their markets or by problems affecting specific sectors. Margins were largely down on the previous year as the weak overall economic environment meant that the focus had shifted from companies' ability to supply and delivery timings to price discussions.

After a somewhat weak first half of the year, GESCO Group saw business recover in the third quarter of financial year 2013/2014, with increases in both incoming orders and sales. Both figures increased year on year and also exceeded first- and second-quarter figures from the current financial year. The first nine months of the financial year at GESCO Group encompass the months April to December for GESCO AG and January to September for its subsidiaries. In the following fourth quarter, which includes the months October to December for the subsidiaries, incoming orders and sales both climbed significantly year on year.

Based on the information available to us at this time, we are increasing our latest guidance for Group sales from € 435 million to approximately € 450 million. We expect Group net income for the year after minority interest to come in slightly lower than € 18 million.

In the reporting period, all companies acquired in 2012 were included in the consolidated income statement for the first time for the full period. C.F.K. CNC-Fertigungstechnik Kriftel GmbH, acquired in May 2012, was consolidated for four months of the prior-year period, while Protomaster Riedel & Co. GmbH and Modell Technik GmbH & Co. Formenbau KG, acquired in July 2012, were included in the consolidated income statement for the first nine months of the previous year for a period of two and three months respectively.

Expanding the GESCO portfolio

Eitel Presses Inc., the US levelling machine market leader, was taken over by MAE Maschinen- und Apparatebau Götzen GmbH effective 1 January 2014. Eitel generates annual sales of approximately € 10 million. MAE is the global leader in automatic levelling machines as well as wheel presses; its global market share in both products groups is in excess of 60%. The acquisition of the US market leader constitutes a crucial step for MAE to significantly strengthen its presence on the US market. MAE's levelling machines for large parts and the wheel presses will also allow the company to tap into new customer groups in the United States, such as the steel and railway industries. The company also offers its customers the levelling machine service business for the Eitel, Hess and MAE brands. Eitel Presses alone has more than 1,000 automatic levelling machines in the United States. In addition to the United States, Eitel also has customers in Canada, Mexico and South America. Eitel's business operations were acquired by MAE subsidiary MAE of America Inc., which has yet to be included in the consolidated financial statements and will be renamed MAE Eitel Inc.. MAE Eitel Inc. will be included in the consolidated balance sheet for the first time as at 31 March 2014; it will be included in the consolidated income statement from the start of financial year 2014/2015.

Development of Group sales and earnings in the third quarter

At € 113.3 million in the third quarter, incoming sales were up slightly on the previous year's figure of € 112.0 million. The rise in Group sales was higher (4.5 %) and amounted to € 119.5 million (previous year's period: € 114.3 million).

At € 13.2 million, earnings before interest, taxes, depreciation and amortisation (EBITDA) did not quite match the figure for the previous year's period (€ 14.2 million). Earnings before interest and taxes (EBIT) were € 9.0 million (€ 9.9 million). Following a marginal change in the financial result, a lower tax rate and a drop in minority interest in subsidiary corporations, Group net income after minority interest amounted to € 4.9 million (€ 5.3 million). Earnings per share pursuant to IFRS amounted to € 1.48 (€ 1.60).

Development of Group sales and earnings in the first nine months of the year

Developments over the course of the first nine months of the year continued to be shaped by the somewhat weak first half of the year. Incoming orders declined from € 337.1 million to € 325.2 million. Sales rose slightly year on year from € 335.0 million to € 337.2 million.

EBITDA amounted to € 36.9 million compared to € 40.8 million in the previous year's period. EBIT declined more significantly than EBITDA due to disproportionately higher depreciation and amortisation, totalling € 24.3 million (€ 30.1 million). Group net income after minority interest amounted to € 13.6 million (€ 17.0 million). Earnings per share pursuant to IFRS came in at € 4.08 (€ 5.12).

Segment reporting

The tool manufacture and mechanical engineering segment is still the much larger of the two segments. Most of the companies in this segment were affected by the weak economy and customers' reluctance to buy capital goods. The segment's incoming orders amounted to € 302.4 million compared to € 317.3 million in the previous year's period. Segment sales totalled € 315.1 million (€ 313.4 million). EBIT declined from € 35.7 million to € 27.0 million.

The plastics technology segment on the other hand reported significantly brisker business. Incoming orders rose by 16.2%, from € 19.4 million to € 22.5 million. Sales increased by 2.9%, from € 21.2 million to € 21.8 million. EBIT amounted to € 3.6 million compared to € 3.7 million in the previous year's period.

Assets and financial position

Total assets rose by 8.5% to € 387.4 million compared to 31 March 2013. On the assets side, the investments made in the reporting period resulted in a rise in property, plant and equipment. Inventories and trade receivables increased significantly on account of the operating business. Liquidity amounted to € 38.4 million as of the reporting date. A dividend of € 8.3 million was paid in the reporting period. On the liabilities side, equity increased from € 166.5 million to € 171.8 million. As total assets rose stronger than equity, the equity ratio fell slightly, from 46.6% to 44.3%. Non-current bank liabilities increased on account of the financing required for the substantial investments. Prepayments received and current bank liabilities also rose in line with the operating business.

The Group balance sheet continues to show an exceptionally healthy structure with sufficient liquid assets, high equity and moderate indebtedness. At € 12.4 million, or 7.2% of equity, goodwill is extremely low for a group of companies structured like ours. The financial solidity ensures that GESCO Group is equipped for internal and external growth and has full freedom to manoeuvre.

Investments

In the first nine months of the year, the GESCO Group companies invested approximately € 21.1 million in property, plant and equipment and intangible assets (previous year's period: € 11.8 million). The main focus of investment was at Dörrenberg Edelstahl GmbH, MAE Maschinen- und Apparatebau Götzen GmbH and AstroPlast Kunststofftechnik GmbH & Co. KG.

We had initially provided for investments of approximately € 30 million for the full year, half of which was for standard replacements and optimisations and half for strategic investments in companies with significant growth potential. Delays to individual projects mean that approximately € 27 million will be offset in the current financial year.

Employees

The number of people employed by GESCO Group increased slightly by 4.0% year on year, from 2,276 to 2,368. This increase is primarily the result of changes in the scope of consolidation and of a higher number of trainees.

Outlook and events after the reporting date

This nine-month interim report comprises the subsidiaries' operating business from January to September. As explained at the start of the report, GESCO Group saw significant year-on-year increases in both incoming orders and sales in the closing quarter of the year, which includes the months October to December for the subsidiaries. Incoming orders rose by 7.5% year on year to approximately € 110 million, while sales climbed by 9% to around € 115 million. Order backlog came to approximately € 180 million at the end of the fourth quarter.

As the rise in sales was higher than expected in the fourth quarter, we are increasing our latest guidance for Group sales from around € 435 million to approximately € 450 million. The margin was impacted by, among other things, slightly higher than expected one-off effects – which we had previously explained in the half-year interim report. These effects mainly include increased due diligence expenses as well as unexpected technical problems in two complex projects. We had previously expected Group net income for the year after minority interest to come in at € 18 million or slightly lower; from today's perspective, it is likely to come in slightly lower than € 18 million.

It is currently difficult to say whether or not the positive development of business activities in the third and fourth quarters will trigger a sustained turnaround. As incoming orders in the second, third and fourth quarters were down on sales, the figures do not indicate significant growth momentum yet. Overall, however, we have the impression that the reluctance to invest on the part of customers – at times a massive reluctance – has eased somewhat, especially when it comes to capital goods. Positive signals have also been emanating from the Chinese market since the end of 2013; this market had been very difficult for capital goods in 2013. General economic forecasts for 2014 are also rather positive and strategic investments in the current financial year should also generate growth. From today's perspective, we are therefore cautiously optimistic for the new financial year 2014/2015. A series of factors is expected to support earnings for the new financial year, which had been pressured in financial year 2013/2014: on the one hand, companies that had been plagued by a slowdown in demand in 2013 expect business to pick up, while on the other hand, the one-off effects explained above, which burden Group earnings in the current financial year, will cease in the new financial year. And, lastly, the lack of negative effects on earnings from initial consolidation should support earnings.

We are well equipped to act in the event that the economic recovery predicted by many does make itself felt and demand for capital goods in particular picks up in 2014. Regular investments ensure that GESCO Group's technical equipment is always up to date and competitive. Additional investments in financial year 2013/2014 also pave the way for additional capacities for companies with growth potential. We also have the necessary employees. Not even those companies that had been particularly affected by drops in demand in 2013 cut a significant number of jobs. Recruiting, retaining and developing qualified employees is a crucial strategic task that will continue to become more important in the future. We will therefore retain our core staff for as long as the Company's perspectives are positive. We therefore accept temporary margin downturns in the interests of GESCO Group's long-term success.

Yours sincerely,

GESCO AG The Executive Board

Wuppertal, 13 February 2014

GESCO   Group   Balance Sheet as   at 31 December 2013   and   31   March 2013

€'000 31.12.2013 31.03.2013
Assets
A. Non
-current   assets
I. Intangible assets
1. Industrial property rights and similar rights and
assets as well as licences 10,515 11,876
2.
3.
Goodwill
Prepayments made
12,356
138
12,356
75
23,009 24,307
II. Property, plant and equipment
1. Land and buildings 49,182 42,632
2. Technical plant and machinery 35,444 32,881
3. Other plant, fixtures and fittings 20,839 21,208
4. Prepayments made and plant under construction 4,098 2,949
5. Property held as financial investments 1,760 1,832
111,323 101,502
III. Financial investments
1. Shares in affiliated companies 118 40
2. Shares in associated companies 1,237 1,547
3. Investments 43 38
4. Other loans 180 207
1,578 1,832
IV. Other assets 2,341 2,551
V. Deferred tax assets 2,688 2,665
140,939 132,857
B. Current   assets
I. Inventories
1. Raw materials and supplies 21,993 21,286
2. Unfinished products and services 52,412 46,951
3. Finished products and goods 58,912 57,093
4. Prepayments made 1,037 579
134,354 125,909
II. Receivables and other assets
1. Trade receivables 61,825 53,121
2. Amounts owed by affiliated companies 589 672
3. Amounts owed by companies with which a shareholding relationship exists 1,540 676
4. Other assets 9,064 6,454
73,018 60,923
III. Securities 1,000 1,000
IV. Cash in hand and credit balances with financial institutions 37,445 36,464
V. Accounts receivable and payable 621 394
246,438 224,690
387,377 357,547
€'000 31.12.2013 31.03.2013
Equity and liabilities
A.
Equity
I.
Subscribed capital
8,645 8,645
II.
Capital reserves
54,662 54,635
III.
Revenue reserves
98,962 93,711
IV.
Own shares
-17 -31
V.
Other comprehensive income
-2,736 -2,315
VI.
Minority interests (incorporated companies)
12,241 11,855
171,757 166,500
B.
Non
-current   liabilities
I.
Minority interests (partnerships)
2,960 3,165
II.
Provisions for pensions
15,302 15,349
III.
Other long-term provisions
641 577
IV.
Liabilities to financial institutions
V.
Other liabilities
66,910
3,511
55,442
3,623
VI.
Deferred tax liabilities
3,794 4,707
93,118 82,863
C.
Current   liabilities
I.
Other provisions
14,554 11,129
II.
Liabilities
1.
Liabilities to financial institutions
30,084 23,318
2.
Trade creditors
19,696 14,995
3.
Prepayments received on orders
30,840 27,301
4.
Liabilities to affiliated companies
0 16
5.
Liabilities to companies with which a shareholding relationship exists
53 3
6.
Other liabilities
27,046 31,318
107,719 96,951
III.
Accounts receivable and payable
229 104
122,502 108,184

387,377 357,547

GESCO   Group Income Statement FOR   THE   third   QUARTER   (1 oCtober to 31 December)

€'000 III. Quarter
2013/2014
III. Quarter
2012/2013
Sales revenues 119,455 114,301
Change in stocks of finished and unfinished products -6,631 2,463
Other company produced additions to assets 189 114
Other operating income 1,459 1,347
Total income 114,472 118,225
Material expenditure
Personnel expenditure
-56,479
-30,349
-60,722
-29,009
Other operating expenditure -14,454 -14,247
Earnings before interest, tax, depreciation and amortisation (EBITDA) 13,190 14,247
Depreciation on tangible and intangible assets -4,223 -4,267
Earnings before interest and tax (EBIT) 8,967 9,980
Earnings from investments 0 38
Earnings from investments in associated companies -147
Other interest and similar income 62 157
Interest and similar expenditure -726 -1,016
Minority interest in partnerships -61 -55
Financial result -872 -876
Earnings before tax (EBT) 8,095 9,104
Taxes on income and earnings -2,665 -3,115
Group net income 5,430 5,989
Minority interest in incorporated companies -508 -672
Group net income after minority interest 4,922 5,317
Earnings per share (€) acc. to IFRS 1.48 1.60
Weighted average number of shares 3,320,935 3,317,628

GESCO   Group Income Statement FOR   THE   first nine months   (1   april to 31   december)

€'000 I.-III. Quarter
2013/2014
I.-III. Quarter
2012/2013
Sales revenues 337,247 334,985
Change in stocks of finished and unfinished products 4,618 9,470
Other company produced additions to assets 383 475
Other operating income 4,955 3,936
Total income 347,203 348,866
Material expenditure -177,225 -184,468
Personnel expenditure -91,492 -83,127
Other operating expenditure -41,567 -40,474
Earnings before interest, tax, depreciation and amortisation (EBITDA) 36,919 40,797
Depreciation on tangible and intangible assets -12,665 -10,663
Earnings before interest and tax (EBIT) 24,254 30,134
Earnings from investments 0 86
Earnings from investments in associated companies -162
Other interest and similar income 249 331
Interest and similar expenditure -2,274 -2,571
Third party profit share in incorporated companies -126 -336
Financial result -2,313 -2,490
Earnings before tax (EBT) 21,941 27,644
Taxes on income and earnings -7,000 -9,081
Group net income 14,941 18,563
Third party profit share in incorporated companies -1,379 -1,568
Group net income after minority interest 13,562 16,995
Earnings per share (€) acc. to IFRS
Weighted average number of shares
4.08
3,323,326
5.12
3,316,017

Statement of   Comprehensive Income FOR   THE   first nine months   (1 April to 31 December)

€'000 I.-III. Quarter
2013/2014
I.-III. Quarter
2012/2013
Group net income 14,941 18,563
Items that cannot be transferred into the income statement 0 0
Difference from currency translation
Reclassification into the income statement
Changes in value with no effect on income -171 111
Market valuation of hedging instruments
Reclassification into the income statement -229 0
Changes in value with no effect on income -42 0
Items that can be transferred into the income statement -442 111
Other comprehensive income -442 111
Total result for the period 14,499 18,674
of which shares held by minority interest 1,358 1,568
of which shares held by GESCO shareholders 13,141 17,106

GESCO   Group cash flow   statement FOR   THE   FIRST   nine months   (1 April to 31 December)

€'000 I.-III. Quarter
2013/2014
I.-III. Quarter
2012/2013
Result for the period (including share
attributable to minority interest in incorporated companies) 14,941 18,563
Depreciation on fixed assets 12,665 10,663
Result from investments in associated companies 162 -32
Share attributable to minority interest in partnerships 126 336
Increase in long-term provisions 17 349
Other non-cash result -416 331
Cash flow for the period 27,495 30,210
Losses from the disposal of property, plant and equipment/intangible assets 45 10
Gains from the disposal of property, plant and equipment/intangible assets -215 -217
Increase in stocks, trade receivables and other assets -20,473 -15,937
Increase in trade creditors and other liabilities 6,340 9,196
Cash flow from ongoing business activity 13,192 23,262
Incoming payments from disposals of tangible assets/intangible assets 372 242
Disbursements for investments in property, plant and equipment -20,477 -11,473
Disbursements for investments in intangible assets -603 -772
Incoming payments from disposals of financial assets 28 31
Disbursements for investments in financial assets -196 0
Disbursements for the acquisition of consolidated companies 0 1,900
Incoming payments from the sale of consolidated companies 0 -14,284
Cash flow from investment activity -20,876 -24,356
Disbursements to shareholders (dividend) -8,311 -9,616
Incoming payments from minority interests 0 635
Disbursements to minority interests -1,238 -2,370
Incoming payments from the sale of own shares 814 673
Disbursement for the purchase of own shares -800 -66
Incoming payments from raising (financial) loans 28,032 19,082
Outflow for repayment of (financial) loans -9,832 -9,740
Cash flow from funding activities 8,665 -1,402
Cash increase in cash and cash equivalents 981 -2,496
Financial means on 01.04. 37,464 42,958
Financial means on 31.12. 38,445 40,462

GESCO   Group Statement of changes   in   Equity   Capital

€'000 Subscribed capital Capital reserves Revenue reserves Own shares
As at 01.04.2012 8,645 54,631 82,827 -634
Dividends -9,616
Acquisition of own shares -66
Disposal of own shares 673
Partial disposal of shares
in subsidiaries
Other neutral changes -282
Result for the period 16,995
Changes in scope of consolidation
As at 31.12.2012 8,645 54,631 89,924 -27
As at 01.04.2013 8,645 54,635 93,711 -31
Dividends -8,311
Acquisition of own shares -800
Disposal of own shares 27 814
Other neutral changes
Result for the period 13,562
Changes in scope of consolidation
As at 31.12.2013 8,645 54,662 98,962 -17

GESCO   Group   segment report FOR   THE   first nine months   (1 April to 31 December)

€'000 Tool manufacture
and mechanical engineering
Plastics technology
I.-III. Quarter
2013/2014
I.-III. Quarter
2012/2013
I.-III. Quartal
2013/2014
I.-III. Quarter
2012/2013
Order backlog 182,559 200,220 4,302 3,838
Incoming orders
Sales revenues
302,397
315,126
317,296
313,379
22,531
21,838
19,395
21,227
of which with other segments 0 0 0 0
Depreciation 8,796 7,383 1,101 1,028
EBIT
Investments
27,007
16,213
35,671
10,095
3,620
4,843
3,694
1,554
Employees (No./reporting date) 2,215 2,115 138 145
Total
Minority interest
incorporated
companies
Hedging
Instruments
Revaluation
of pensions
Exchange
equalisation items
0
144,829
10,159
-140 -500
-9,616
-955
-66
673
-819
-282
17,106
1,568
111
1,753
0
152,644
11,706
-140 -389
369
154,645
11,855
-2,257 -427
-8,311
-894
-800
841
0
-187
-250
13,141
1,358
-171
0
109
119
159,516
12,241
-2,257 -598
Group Other/Consolidation GESCO AG
I.-III. Quarter
2012/2013
I.-III. Quarter
2013/2014
I.-III. Quarter
2012/2013
I.-III. Quarter
2013/2014
I.-III. Quarter
2012/2013
I.-III. Quarter
2013/2014
204,060 186,861 2 0 0 0
337,072 325,211 381 283 0 0
334,985 337,247 379 283 0 0
0 0 0 0 0 0
10,663 12,665 2,140 2,659 112 109
30,134 24,254 -4,756 -3,251 -4,475 -3,122
11,815 21,080 2 0 164 24
2,276 2,368 0 0 16 15

Explanatory notes

Accounts, accounting and valuation methods

The report of GESCO Group for the nine months (1 April to 31 December 2013) of financial year 2013/2014 was prepared on the basis of the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB). It was drawn up in compliance with IAS 34.

The accounting and valuation principles applied generally correspond with those in the Group financial statements as of 31 March 2013. The financial statements are affected by the accounting and valuation methods as well as assumptions and estimates which affect the level and recognition of assets, liabilities and contingent liabilities on the balance sheet and of the income and expenditure items. Sales-related figures are accrued throughout the year.

Changes to the scope of consolidation/ business combinations pursuant to IFRS 3

Frank Lemeks Tow, Ternopil, Ukraine was included as a fully consolidated company in the consolidated financial statements for the reporting period. In the previous financial year, the company was not fully consolidated as it had an immaterial effect on the Group's assets, financial position and earnings. The company was fully consolidated at the beginning of the financial year as Frank Lemeks is likely to widen its economic developments in the reporting year. Frank Lemeks is a 75% subsidiary of Frank Walz- und Schmiedetechnik GmbH, Hatzfeld, which in turn is a 100% subsidiary of GESCO AG. The first-time consolidation performed in the present balance sheet is temporary according to IFRS 3.45 et seqq.

Correction of the previous year's figures

IAS 19 "Employee Benefits" was applied for the first time and in advance in the 2012/2013 annual financial statements. However, this new standard was not applied in the quarterly reports for financial year 2012/2013. The previous year's statement of changes in equity capital figures was adjusted in this interim report for the first nine months of financial year 2013/2014. The previous year's income statement figures for the reporting period were not adjusted due to a lack of materiality.

Information on financial instruments

31.12.2013 Book value
31.03.2013
31.12.2013 Fair value
31.03.2013
Trade receivables 62,245 53,121 62,245 53,121
Other receivables 8,462 8,106 8,462 8,106
of which hedging instruments 161 533 161 533
Cash and cash equivalents 37,445 36,464 37,445 36,464
Securities 1,000 1,000 1,000 1,000
Financial assets 109,152 98,691 109,152 98,691
Trade creditors 19,696 14,995 19,696 14,995
Liabilities to financial institutions 96,994 78,760 96,994 78,760
Other liabilities 57,620 56,737 57,620 56,737
of which hedging instruments 319 482 319 482
Financial liabilities 174,310 150,492 174,310 150,492

The book values of the financial instruments are divided into the following classes:

Hedging instruments at fair value are measured using the market price method, taking into account generally observable input parameters (such as exchange and interest rates). This method is the equivalent of Level 2 pursuant to IFRS 13.81 et seq.

Related party transactions

Business relationships between fully consolidated and not fully consolidated companies within the Group are conducted under regular market terms and conditions. Receivables from related companies are mainly due from Connex SVT Inc., USA, and MAE.ch GmbH, Switzerland. Entrepreneur Stefan Heimöller, elected to GESCO AG's Supervisory Board by the Annual General Meeting on 25 July 2013, maintains business relationships to a minor extent with Dörrenberg Edelstahl GmbH, a 90% subsidiary of GESCO AG, through his company Platestahl Umformtechnik GmbH. These business relationships are conducted under regular market terms and conditions.

Financial calendar

13 February 2014

Announcement of figures for the first nine months (01.04.-31.12.2013)

26 June 2014

Annual Accounts Press Conference and Analysts' Meeting

August 2014

Announcement of figures for the first quarter (01.04.-30.06.2014)

28 August 2014

Annual General Meeting in the Stadthalle, Wuppertal

November 2014

Despatch of the interim report (01.04.-30.09.2014)

Dear Shareholders,

If you would like to receive regular information on GESCO AG, please add your name to our mailing list. Please print this page, fill it out and return it to us by post or fax. You can also register on our website www.gesco.de, send us an e-mail at [email protected] or call us on +49 202 24820-18.

Contact for   shareholders

GESCO AG Oliver Vollbrecht/Investor Relations Johannisberg 7 D-42103 Wuppertal Phone +49 202 2482018 Fax +49 202 2482049 E-mail [email protected] Website www.gesco.de First name/name: Street/house number: Zip code /City: E-mail:

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GESCO AG // Johannisberg 7 // 42103 Wuppertal // Germany // www.gesco.de

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