Quarterly Report • Dec 6, 2007
Quarterly Report
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| Holding Company | Sep. 30, | Sep. 30, | |
|---|---|---|---|
| 2007 | 2006 | ||
| Income from investments | EUR in millions | 59.1 | 57.4 |
| EBIT | EUR in millions | 51.2 | 50.3 |
| Net profit for the period | EUR in millions | 36.6 | 35.5 |
| Total assets* | EUR in millions | 937.5 | 900.3 |
| Fixed assets* | EUR in millions | 742.0 | 724.4 |
| Equity* | EUR in millions | 472.2 | 457.2 |
| Equity ratio* | % | 50.4 | 50.8 |
| Group | Sep. 30, 2007 |
Sep. 30, 2006 |
|
|---|---|---|---|
| Revenue | EUR in millions | 684.8 | 615.6 |
| Export shares | % | 39.2 | 38.5 |
| EBITDA | EUR in millions | 105.3 | 105.2 |
| EBIT | EUR in millions | 75.6 | 74.4 |
| Net income for the period | EUR in millions | 37.2 | 29.4 |
| Total assets* | EUR in millions | 945.0 | 900.4 |
| Equity* | EUR in millions | 220.2 | 204.6 |
| Equity ratio* | % | 23.3 | 22.7 |
| Employees | 5,575 | 5,163 | |
| – Holding company | 18 | 19 | |
| – Portfolio companies | 5,557 | 5,144 |
| Share | Jan. 1 to | Jan. 1 to | Financial Calendar | ||
|---|---|---|---|---|---|
| Sep. 30, | Sep. 30, | ||||
| 2007 | 2006 | April 30, 2008 | Annual Report 2007 | ||
| May 5, 2008 | Balance Sheet | ||||
| Earnings per share (holding company) EUR | 2.03 | 1.97 | Press Conference | ||
| Earnings per share (Group) | EUR | 2.05 | 1.69 | May 6, 2008 | Analyst Conference |
| Nine-month high | EUR | 31.85 | 33.98 | July 1, 2008 | Annual Shareholders' |
| Nine-month low | EUR | 25.00 | 24.71 | Meeting, Cologne | |
| Price at end of period | EUR | 26.00 | 28.12 | August 29, 2008 | Interim Report on the |
| Average daily turnover | No. of shares | 49,828 | 47,186 | First Half | |
| Market capitalization | EUR in millions | 468.00 | 506.16 | November 28, 2008 | Interim Report on the First Three Quarters |
* Comparable figures as of December 31, 2006.
Ladies and Gentlemen,
INDUS is still on course for growth.This was again reflected in the company's performance in the first nine months of 2007, during which we boosted Group revenue by 11.2% to EUR 684.8 million. All our growth was achieved with our existing portfolio companies. Since company valuations continue to be too high, we deliberately showed restraint in acquisition activity.
We also posted gains in our key earnings figures. Naturally, our portfolio companies felt the repercussions of the high cost of raw materials, with petroleum and metal leading the way, as well as of the euro's continued gain over the US dollar. Another factor playing a role here were the high collectively bargained wages in recent months. Nevertheless, thanks to the extensive streamlining measures implemented at our portfolio companies, we succeeded in recording a slight increase in earnings before interest and taxes (EBIT) compared with the strong level achieved a year earlier.
The world financial and capital markets have been in a crisis situation ever since the first US subprime problems became apparent. Liquidity has become more expensive and scarce throughout the world. This has had a very tangible impact on private equity companies, which have already had to call off high-profile transactions. These rifts are having a negative effect on the M&A market as a whole. Therefore, we expect valuations to drop significantly. This should benefit INDUS. In light of our deliberate restraint over the last two years, we already have an extremely comfortable liquidity situation along with firm financing commitments from our banks. We will make resolute use of these resources once the level of valuations comes back in line with our long-term vision. We believe we have a formidable point of departure for the coming year with a view to making substantial investments in attractive medium-sized enterprises.
I would like to take this opportunity to thank our employees and general managers who had an influence on the positive development of their companies and, in turn, of INDUS Holding AG once again in the first three quarters of the year.
Sincerely,
Helmut Ruwisch Chairman of the Board of Management
The German economy's upward trend picked up speed in the third quarter of 2007. Net of price, seasonal and calendar effects, the gross domestic product (GDP) was up 0.7% on the second quarter. Growth stimuli in the third quarter came exclusively from Germany. Investment on equipment and buildings increased by 0.6%, while consumer spending advanced by 0.5%. Unlike in the preceding quarter, exports did not stimulate growth, above all due to the considerable rise in imports.
Nevertheless, the economic environment worsened despite the strong development witnessed in the third quarter of 2007. Turmoil on the US subprime mortgage market caused world financial markets to tighten significantly, the effects of which resulted in liquidity problems for European banks as well, which do not seem to have been overcome so far.This will certainly be reflected in slower growth in the US. However, the impact on Europe must not be underestimated. The banks' more cautious lending and the surge in the price of oil, which hit an all-time high of nearly 100 US dollars per barrel, and the euro's steady gain on the US dollar will have ramifications on the development of Germany's economy.
The parent company's revenue includes consulting services rendered by the holding company to the individual portfolio companies. In the first nine months of 2007, revenue increased by a marginal EUR 0.1 million to EUR 2.8 million (Q1–Q3 2006: EUR 2.7 million). Income from investments also posted a slight gain, rising by 3.0% to EUR 59.1 million (Q1–Q3 2006: EUR 57.4 million). Earnings before interest and taxes (EBIT) grew by 1.8% to EUR 51.2 million (Q1–Q3 2006: EUR 50.3 million), with net profit increasing by 3.1% to EUR 36.6 million (Q1–Q3 2006: EUR 35.5 million). This results in slightly higher earnings per share of EUR 2.03 (Q1–Q3 2006: EUR 1.97).
As of September 30, 2007, INDUS Holding AG's balance sheet total was EUR 37.2 million higher than at the December 31, 2006, balance sheet date. Drivers were fixed assets (EUR +17.6 million) as well as current assets (EUR +19.6 million). In the first nine months, equity advanced by EUR 15.0 million to EUR 472.2 million, despite the EUR 21.6 million dividend payment.This results in a stable equity ratio of 50.4% (December 31, 2006: 50.8%).
As of September 30, 2007, INDUS Holding AG employed a total of 18 staff members (Q3 2006: 19 staff members).
Business trend in the first nine months of 2007:
In the first nine months of 2007, the INDUS Group recorded a substantial rise in revenue of 11.2% to EUR 684.8 million (Q1–Q3 2006: EUR 615.6 million). Besides the positive effects of the first-time consolidation of OBUK, this is principally due to the strong development shown by the existing portfolio companies. Repeated gains were achieved above all by the export business, causing the foreign ratio (39.2%) to exceed the year-earlier figure by 0.7 percentage points. Changes in inventories were down from EUR 13.1 million to EUR 1.5 million.
In absolute terms, higher raw material costs and energy prices led to a substantial rise in the cost of materials, which jumped by 11.3% to EUR 325.4 million. However, the ratio of the cost of materials to total revenue remained constant at 47.5%. A slightly positive development was displayed by the ratio of staff costs to total revenue, which declined by 0.2 percentage points to 26.1%. Other operating expenses climbed 11.2% to EUR 86.6 million.
At EUR 105.3 million, earnings before interest, taxes, depreciation and amortization (EBITDA) were on par with the strong level recorded a year earlier (Q1–Q3 2006: EUR 105.2 million). Depreciation and amortization were down 3.6% to EUR 29.7 million, causing earnings before interest and taxes to post a year-onyear gain of 1.6% to EUR 75.6 million (Q1–Q3 2006: EUR 74.4 million). Net interest changed by 8.0% to EUR –18.8 million (Q1–Q3 2006: EUR –17.4 million). In this context, one must take into account the fact that non-operating and non-cash effects of the valuation of instruments used to hedge interest rates are included for 2006 and 2007. Earnings before taxes (EBT) amounted to EUR 56.8 million, thus almost matching the EUR 57.1 million posted a year earlier. The positive effects of the German corporate tax reform led to a significant decrease in taxes, which dropped by 20.9% to EUR 19.7 million. As a result, net income after minority interests improved by 26.5% to EUR 37.2 million (Q1–Q3 2006: EUR 29.4 million). Earnings per share rose from EUR 1.69 to EUR 2.05, largely for tax-related reasons.
In the third quarter of 2007, revenue climbed 9.1% to EUR 231.3 million (Q1–Q3 2006: EUR 212.1 million). Changes in inventories were down from EUR 4.4 million to EUR –1.3 million. The ratio of the cost of materials to total revenue improved significantly, dropping by 1.8 percentage points to 46.5% (Q1–Q3 2006: 48.3%). Driven by seasonal effects, the ratio of staff costs to total revenue displayed an inverse development, increasing by 0.2 percentage points to 26.1% (Q1–Q3 2006: 25.9%). EBITDA posted a marginal gain, growing by 1.7% to EUR 35.5 million (Q1–Q3 2006: EUR 34.9 million), with EBIT advancing by 5.7% to EUR 26.0 million (Q1–Q3 2006: EUR 24.6 million). Net interest improved by 7.7% to EUR –7.7 million. The one-time positive effects of the German corporate tax reform were especially significant relative to the quarter. Taxes dropped from EUR 7.6 million to EUR 1.7 million, and net income after minority interests grew markedly, jumping from EUR 8.5 million to EUR 17.2 million.
At EUR 945.0 million, INDUS Holding AG's balance sheet total was EUR 44.6 million higher than at the balance sheet date on December 31, 2006.
On the assets side of the balance sheet for the period ended September 30, 2007, non-current assets were up EUR 15.0 million to EUR 539.9 million. This rise is predominantly due to the first-time consolidation of OBUK. The remaining noncurrent asset items only recorded a marginal change. Current assets rose by EUR 29.6 million to EUR 405.1 million. Cash and cash equivalents decreased by a marginal EUR 10.8 million to a comfortable EUR 81.9 million. Owing to the rise in business volume, accounts receivable and inventories grew by EUR 17.7 million to EUR 125.8 million and by EUR 19.1 million to EUR 177.5 million, respectively.
On the equity and liabilities side, shareholders' equity was up EUR 15.6 million to EUR 220.2 million. Since the rise was disproportionately higher than that of the balance sheet total, the equity ratio increased by 0.6 percentage points to 23.3%. Non-current liabilities decreased by EUR 16.6 million to EUR 445.6 million. This decline is primarily due to the EUR 14.8 million drop in non-current financial liabilities. Furthermore, deferred taxes were down EUR 2.6 million to EUR 16.6 million. Current liabilities rose by EUR 45.5 million to EUR 279.2 million. This principally reflected the impact of the rise in current financial liabilities (EUR +36.6 million), trade accounts payable (EUR +4.1 million) and other current provisions (EUR +12.3 million). Other current liabilities decreased by EUR 7.4 million to EUR 57.0 million.
Cash flows from operating activities grew by EUR 3.8 million to EUR 34.2 million. Increased investing activity caused cash flows from investing activities to change by EUR –9.9 million to EUR –44.7 million. Cash flows from financing activities amounted to EUR –30.5 million and were thus markedly higher than the level achieved a year earlier (Q1–Q3 2006: EUR –122.3 million), which was characterized by the repayment of a syndicated credit line.
INDUS Holding AG divides its portfolio of companies into five segments: Construction Industry, Engineering, Automotive Industry, Consumer Goods, and Other Investments. Companies are assigned to segments based on the areas in which their revenue is concentrated. As of September 30, 2007, the portfolio of equity holdings encompassed 42 operating units, as before.
Once again, in the third quarter, the development displayed by the German construction industry was predominantly driven by commercial and public construction. Residential construction experienced a much weaker trend. The main reasons for the development of commercial construction are the abolition of the homeowner subsidy and the sales tax hike. In sum, there has been a 38% decline in building permits over the course of the year so far.
As of September 30, 2007, the Construction Industry segment encompassed a total of ten operating units. The portfolio company added since the same time last year is OBUK Haustürfüllungen GmbH & Co. KG, based in Oelde, Germany, which was acquired in October 2006. The first-time consolidation of the specialist for premium plastic and aluminum door fillings was performed effective January 1, 2007.
In the first nine months of 2007, revenue generated by the Construction Industry segment was up 26.0% to EUR 159.8 million, also driven by consolidation effects. Segment companies continued to benefit from their strong position on the market and were able to decouple themselves from the sector's general trend. Earnings before interest and taxes (EBIT) totaled EUR 20.1 million, nearly matching the year-earlier level (Q1–Q3 2006: EUR 20.4 million), achieving a margin that was considerably higher than the sector's average once again.
The growth momentum of the German mechanical engineering sector is decreasing somewhat, but maintaining its high level. Accordingly, the German Engineering Federation (VDMA) reported a 7% real increase in orders received in September. The growth rate was thus in single digits for the first time in 15 months. In the third quarter of 2007, orders received were up a total of 12% compared with the same period last year. In Germany, incoming orders grew by 8%, while foreign orders advanced by 14%.
As of September 30, 2007, the Engineering segment comprised a total of nine operating units, as before.
Automotive Industry EUR 189.4 million 27.7%
In the first nine months of 2007, revenue generated by the Engineering segment advanced by 8.2% to EUR 112.6 million. Positive effects originated both from Germany as well as from abroad. But mounting raw material costs and the high collectively bargained wages were a significant burden on earnings. Nevertheless, earnings before interest and taxes posted a slight increase, rising to EUR 14.8 million (Q1–Q3 2006: EUR 14.6 million).
Germany's auto industry has benefited from strong exports over the course of the year thus far, whereas domestic business has developed in exactly the opposite direction. In the period from January to October, exports grew 11% to 3.61 million passenger vehicles. Conversely, new passenger car registrations in Germany were down 8% to 2.62 million. This trend will further intensify in the two remaining months, since mobility will continue to become more expensive and purchases were moved up to the end of 2006 owing to the sales tax hike.
As of September 30, 2007, the Automotive Industry segment still consisted of a total of twelve operating units.
Revenue generated by the Automotive Industry segment was up 4.1% to EUR 189.4 million in the first nine months of 2007. The effects of the steep rise in raw material and metal prices are reflected especially clearly in our segment earnings. The high collectively bargained wages put additional pressure on margins as well. By implementing comprehensive efficiency and streamlining measures, our portfolio companies succeeded in partially offsetting these negative effects, enabling earnings before interest and taxes (EBIT) to match the year-earlier level at EUR 19.0 million (Q1–Q3 2006: EUR 19.0 million).
Consumer spending in the third quarter made a moderate contribution to overall economic growth. It was up 0.5% compared with the preceding quarter. The positive impact of the continued increase in disposable income (+2.0% year on year) was contrasted by the adverse effects of the accelerated development of the price of food and petroleum products. Furthermore, the savings ratio rose by 0.3 percentage points to 9.3%.
As of September 30, 2007, the Consumer Goods segment still comprised a total of four operating units.
In the first nine months of 2007, revenue earned by the Consumer Goods segment grew by 6.9% to EUR 80.6 million. The positive development witnessed in the preceding quarters thus continued steadily. Earnings before interest and taxes (EBIT) climbed 6.6% to EUR 8.1 million—a respectable result in light of the development of major raw material prices.
The INDUS Group's Other Investments segment includes operating units that supply products to customers in the most diverse sectors and thus cannot be
assigned to any of the four preceding segments. Therefore, it does not have a specific reference indicator. Germany's general economic trend, measured on the basis of the gross domestic product (GDP), is the only suitable yardstick. Preliminary figures have GDP net of price and seasonal effects increasing by 0.7% compared with the second quarter this year and by 2.4% compared with the third quarter last year.
As of September 30, 2007, the Other Investments segment still comprised seven operating units.
Revenue generated by the Other Investments segment was up 11.9% to EUR 142.4 million in the first nine months of 2007. Existing portfolio companies benefited from the economy's positive development and further strengthened their market positions. Earnings before interest and taxes (EBIT) totaled EUR 13.5 million and were thus 4.7% higher year on year (Q1–Q3 2006: EUR 12.9 million).
Combined capital spending by the holding company and the individual portfolio companies amounted to EUR 44.4 million in the first nine months. Capital expenditure was thus 27.6%, or EUR 9.6 million, higher than in the same period last year.
As of September 30, 2007, the INDUS Group employed 5,575 people, which was about 8% more year on year. Eighteen of them were employed at the holding company (Q3 2006: 19 staff members).
In our opinion, the performance of the INDUS share this year does not reflect the company's positive development so far. INDUS' share price has declined by 15.5% to EUR 25 since the beginning of the year. Including the dividend, the decrease was 11.5%. By comparison, the SDAX was up 3.0% to 5,735.88 points. The average number of INDUS shares traded daily on all German stock exchanges rose by 5.6% to 49,828 (Q1–Q3 2006: 47,186). The INDUS share remains an integral component of the SDAX. Based on market capitalization, the INDUS share ranked 25th in this index on September 30, improving by two positions compared with June 30.
At this year's Annual Shareholders' Meeting on July 3, 2007, in Cologne, Germany, the shareholders approved the joint profit appropriation proposal by the Board of Management and the Supervisory Board. Besides an appropriate retention of profits earned, the proposal envisioned a dividend payment of EUR 1.20 per share. The total dividend payment thus amounted to EUR 21.6 million. The other items on the agenda, including the approval of share buybacks, were all passed by a significant majority vote.
There were no special reportable events after the first three quarters of 2007.
In the course of their business operations, INDUS Holding and its individual portfolio companies are exposed to a number of risks that are inextricably linked to entrepreneurial activity. These risks were commented on in detail in the risk management report in the 2006 annual report. Over the course of the first three quarters of 2007, there were no major changes to the risks presented in the annual report for fiscal 2006. For further information, the 2006 annual report is available for download at www.indus.de.
EUR 79,000 (Q3 2006: EUR 79,000) were paid to the members of the Supervisory Board for a leasehold commitment.
Despite the increasingly difficult environment, the prognoses for the economic trend this year are positive. Leading economic research institutes expect to see respectable growth in the gross domestic product (GDP) of about 2.4%. However, the rifts on the world financial market triggered by the US subprime crisis, the persistent dynamic rise in petroleum prices, and the continuous gain of the euro over the US dollar will cause growth to slow substantially. It remains to be seen whether the strong growth momentum displayed by Asia's newly industrializing countries will prove to be a robust pillar of the global economy's development.
Against the backdrop of the subprime crisis, banks will re-evaluate their risk assessments and pursue more restrictive lending policies. Based on our assessments, while this will primarily affect the market for large-scale international M&A transactions, it will also have an impact on the market for medium-sized enterprises, which is attractive to INDUS. Over the course of the year so far, prices for equity holding acquisitions have begun to normalize due to the increasingly tight liquidity of major private equity firms. INDUS has consciously kept a low profile in the last few months. Only once the price level has become attractive will INDUS return to playing an active role and take advantage of its years-long experience in acquiring investments. INDUS has enough liquid funds and firm financing commitments from various banks with which it has been maintaining trustworthy working relationships for years.
Assuming that the economic trend will not change, the Board of Management expects revenue to record significant growth and rise to more than EUR 900 million for fiscal 2007 as a whole. The Group's earnings are also expected to display a positive development.
| EUR '000 Note |
Sep. 30, 2007 Q3 |
Sep. 30, 2006 Q3 |
Sep. 30, 2007 Q1– Q3 |
Sep. 30, 2006 Q1– Q3 |
|---|---|---|---|---|
| Revenue | 231,315 | 212,059 | 684,801 | 615,592 |
| Other operating income | 1,440 | 1,372 | 6,172 | 5,559 |
| Own work capitalized | 732 | 912 | 2,661 | 2,551 |
| Change in inventories | – 1,260 | 4,355 | 1,547 | 13,123 |
| Cost of materials | – 107,561 | – 102,547 | – 325,404 | – 292,351 |
| Staff costs | – 60,447 | – 54,933 | – 178,444 | – 161,903 |
| Depreciation | – 9,438 | – 10,253 | – 29,737 | – 30,838 |
| Other operating expenses | – 28,998 | – 26,538 | – 86,637 | – 77,909 |
| Financial result | 238 | 208 | 615 | 580 |
| Operating result (EBIT) | 26,021 | 24,635 | 75,574 | 74,404 |
| Interest income | 281 | 269 | 766 | 1,011 |
| Interest expenses | – 7,979 | – 8,611 | – 19,579 | – 18,362 |
| Net interest | – 7,698 | – 8,342 | – 18,813 | – 17,351 |
| Income before taxes | 18,323 | 16,293 | 56,761 | 57,053 |
| Taxes | – 1,680 | – 7,608 | – 19,652 | – 24,864 |
| Income from discontinued operations (1) |
517 | – 75 | 392 | – 933 |
| Income after taxes | 17,160 | 8,610 | 37,501 | 31,256 |
| – thereof minority interests – thereof income allocable to INDUS shareholders |
– 17,160 |
– 136 8,474 |
– 287 37,214 |
– 1,853 29,403 |
| Diluted earnings per share in EUR (2) Undiluted earnings per share in EUR |
0.92 0.92 |
0.47 0.47 |
2.05 2.05 |
1.69 1.69 |
| Earnings allocable to INDUS shareholders, net of volatility and interest-rate hedges |
17,752 | 9,589 | 36,185 | 26,919 |
* Prior-year figures adjusted.
| EUR '000 | Note | Sep. 30, 2007 | Dec. 31, 2006 |
|---|---|---|---|
| Goodwill | 281,201 | 263,195 | |
| Intangible assets | (3) | 17,746 | 19,046 |
| Property, plant and equipment | (4) | 224,766 | 226,791 |
| Financial assets | 7,019 | 6,304 | |
| Shares accounted for using the equity method | 4,633 | 4,314 | |
| Other non-current assets | 2,070 | 2,163 | |
| Deferred taxes | 2,459 | 3,128 | |
| Non-current assets | 539,894 | 524,941 | |
| Cash and cash equivalents | 81,911 | 92,664 | |
| Accounts receivable | (5) | 125,814 | 108,129 |
| Inventories | (6) | 177,464 | 158,437 |
| Other current assets | 19,931 | 16,252 | |
| Assets held for sale | – | – | |
| Current assets | 405,120 | 375,482 | |
| Balance sheet total | 945,014 | 900,423 |
| EUR '000 Note |
Sep. 30, 2007 | Dec. 31, 2006 |
|---|---|---|
| Paid-in capital | 162,955 | 162,955 |
| Generated capital | 55,842 | 40,102 |
| Shareholders' equity of INDUS shareholders | 218,797 | 203,057 |
| Minority interests in capital | 1,432 | 1,503 |
| Group equity | 220,229 | 204,560 |
| Non-current financial liabilities | 405,090 | 419,924 |
| Provisions for pensions | 15,443 | 14,793 |
| Other non-current provisions | 3,729 | 3,043 |
| Other non-current liabilities | 4,750 | 5,223 |
| Deferred taxes | 16,573 | 19,203 |
| Non-current liabilities | 445,585 | 462,186 |
| Current financial liabilities | 136,228 | 99,625 |
| Trade accounts payable | 37,989 | 33,908 |
| Other current provisions | 47,974 | 35,731 |
| Other current liabilities | 57,009 | 64,413 |
| Liabilities held for sale | – | – |
| Current liabilities | 279,200 | 233,677 |
| Balance sheet total | 945,014 | 900,423 |
| EUR '000 | Sep. 30, 2007 | Sep. 30, 2006 |
|---|---|---|
| Income after taxes | 37,501 | 31,256 |
| Depreciation/write-backs | ||
| – of non-current assets (excluding deferred taxes) | 29,737 | 30,838 |
| Taxes | 19,652 | 24,864 |
| Net interest | 18,813 | 17,351 |
| Cash earnings of discontinued operations | – 100 | – 1,114 |
| Income from companies accounted for using the equity method | – 319 | – 338 |
| Other non-cash transactions | – 222 | – 193 |
| Changes in provisions | 11,657 | 5,282 |
| Increase (–)/decrease (+) in inventories, trade accounts receivable and other assets not allocable to investing or financing activities |
– 37,553 | – 40,798 |
| Increase (+)/decrease (–) in trade accounts payable and other liabilities not allocable to investing or financing activities |
– 10,519 | – 2,057 |
| Income taxes received/paid | – 18,775 | – 19,194 |
| Operating cash flow | 49,872 | 45,897 |
| Interest paid | – 16,482 | – 16,564 |
| Interest portion | 766 | 1,011 |
| Cash flows from operating activities | 34,156 | 30,344 |
| Cash flows from investments in – intangible assets – financial assets – shares in fully consolidated companies |
– 25,730 – 716 – 18,268 |
– 28,308 – 1,784 – 6,752 |
| Income from the disposal of – shares in fully consolidated companies |
– | 1,988 |
| Cash flow from discontinued operations | – 6 | – 4 |
| Cash flows from investing activities | – 44,720 | – 34,860 |
| Dividends paid to INDUS shareholders | – 21,600 | – 21,600 |
| Dividends paid to minority interests | – 358 | – 290 |
| Cash flows from the issuance of debt | 52,245 | 86,100 |
| Cash flows from the repayment of debt | – 30,476 | – 122,307 |
| Cash flows from financing activities | – 189 | – 58,097 |
| Net cash change in financial facilities | – 10,753 | – 62,613 |
| Financial facilities at the beginning of the reporting period | 92,664 | 133,564 |
| Financial facilities of discontinued operations stated separately on the balance sheet |
– | – 154 |
| Financial facilities at the end of the reporting period | 81,911 | 70,797 |
| Cash transactions related to the sale of investments | – | 2,100 |
| Financial facilities sold | – | – 112 |
| – | 1,988 |
| Closing balance Sep. 30, 2007 46,800 |
|---|
| 116,155 |
| 162,955 |
| 55,669 |
| 130 |
| 43 |
| 55,842 |
| 218,797 |
| 1,432 |
| 220,229 |
| January 1 to September 30, 2006 | Opening | Recognized | Closing | ||
|---|---|---|---|---|---|
| balance | Dividend | expenses and | Deferred | balance | |
| EUR '000 | Jan. 1, 2006 | payment | income | taxes | Sep. 30, 2006 |
| Subscribed capital | 46,800 | – | – | – | 46,800 |
| Additional paid-in capital | 116,155 | – | – | – | 116,155 |
| Paid-in capital | 162,955 | – | – | – | 162,955 |
| Accumulated earnings | 32,546 | – 21,600 | 29,403 | – | 40,349 |
| Currency translation reserve | 487 | – | – 998 | – | – 511 |
| Reserve for the marked-to-market | |||||
| valuation of financial instruments | – 1,390 | – | 533 | – 141 | – 998 |
| Generated capital | 31,643 | – 21,600 | 28,938 | – 141 | 38,840 |
| Equity of INDUS shareholders | 194,598 | – 21,600 | 28,938 | – 141 | 201,795 |
| Minority interests | 2,413 | – 290 | 1,853 | – | 3,976 |
| Group equity | 197,011 | – 21,890 | 30,791 | – 141 | 205,771 |
* Prior-year figures adjusted.
Reserves for currency translation and the marked-to-market valuation of financial instruments include unrealized gains and losses. The reserve for the marked-to-market valuation of financial instruments includes the efficient share of interest-rate hedges.
Minority interests in equity relate to external shareholders in limited liability companies and corporations. In accordance with IAS 32, due to the theoretical retirability and redeemability of the shares, minority interests in limited partnerships are reported as debt and stated under other liabilities in the amount of EUR 10,556,000 (previous year: EUR 10,809,000).
INDUS Holding AG, based in Bergisch Gladbach, Germany, entered in the Cologne commercial register (HRB 46360), prepared its unaudited interim report for the first three quarters of fiscal 2007 in accordance with International Financial Reporting Standards (IFRS) and the interpretation of such by the International Financial Reporting Interpretations Committee (IFRIC). New standards that become effective are reported separately. Otherwise, this interim report was prepared using the accounting policies applied in the consolidated financial statements for fiscal 2006, which are explained in detail therein. Since this interim report does not match the scope of information provided in the consolidated financial statements for fiscal 2006, these interim financial statements must be viewed in the context of the preceding consolidated financial statements for the year as a whole.
The consolidated financial statements are prepared in euros (EUR). Unless otherwise noted, all amounts are stated in thousands of euros (EUR '000).
Management Estimates and Judgments: The preparation of consolidated financial statements is influenced by accounting and valuation principles and requires assumptions and estimates to be made which have an impact on the recognized value of the assets and liabilities carried on the balance sheet, as well as on contingent liabilities as well as income and expenses. When estimates are made regarding the future, actual values may deviate from the estimates. If the original basis for the estimates changes, the statement of the relevant items is adjusted with an effect on income.
Taxes on Income: In the interim report, the income tax expense is calculated on the basis of the most current tax budget.The tax burden ratio for 2007 includes the effects of the German 2008 Corporate Tax Reform Act for the first time.
In the consolidated financial statements all subsidiary companies are fully consolidated, if INDUS Holding AG has the direct or indirect possibility of influencing the companies' finance and business policy to the benefit of the INDUS Group. Associated companies whose finance and business policy can be significantly influenced are consolidated using the equity method. Companies purchased during the course of the fiscal year are consolidated as of the date of transfer of control over their finance and business policy. Companies which are sold are no longer included in the scope of consolidation starting on the date on which the business is transferred. After the date upon which the decision is made to dispose of the company, they are classified as "held for sale."
In the interim financial statements for the 2006 financial year, the method for accounting for minority interests in limited partnerships, the retirement of financial assets (asset-backed security program), and cash flow hedges (interest-rate swaps) were adjusted in line with the changes made to the financial statements for fiscal 2006. For further details, please refer to the commentary on changes in accounting policies in the 2006 annual report. The reconciliation for the third quarter of 2006 is presented in the chapter entitled "Adjustment of Prior-Year Figures."
In the first quarter of 2007, we acquired a 75% stake in the investment OBUK Haustürfüllungen GmbH & Co. KG. In accordance with IFRS 3.61 et seq., the first-time consolidation was carried out on the basis of preliminary figures which will be adjusted in the financial statements for fiscal 2007. Besides the addition of some junior shares, this made a substantial contribution to the increase in goodwill. There were no material changes in the scope of consolidation in the third quarter of 2007.
In the first half of 2006, INDUS subsidiary BETOMAX GmbH & Co. KG acquired a 100% stake in Swiss-based ANCOTECH AG. In the third quarter of 2007, the second-tier subsidiary MECALAB AG, Switzerland, was included in the consolidated financial statements for the first time.
In the 2006 financial year, the stake in Oskar OVERMANN GmbH & Co. KG was divested as of October 1, 2006. As planned, 90% of the shares in MAPOTRIX Dehnfugen GmbH & Co. KG were sold to its managing director within the scope of a management buyout in the third quarter of 2007.
Accordingly, the company will be stated as a discontinued operation in the income statements of the relevant interim reports for fiscal 2006. Further details can be found in the chapter entitled "Adjustment of Prior-Year Figures."
This item includes the earnings after taxes of Oskar OVERMANN GmbH & Co. KG and of MAPOTRIX Dehnfugen GmbH & Co. KG. The tax expense resulting from income from discontinued operations amounted to EUR 238 (prior year: EUR –343,000).
Pursuant to IAS 33, earnings per share pertain to consolidated income after taxes from continuing operations and thus, adjusted for income from discontinued operations, amount to EUR +0.02 per share (previous year: EUR –0.05 per share). The number of shares remained unchanged at 18,000,000 in both financial years. Dilution is possible in the event that the authorized capital increase is exercised. The earnings taken as a basis are derived from the earnings of the INDUS shareholders, with income from discontinued operations eliminated.
Commentary on select items included in this report:
| EUR '000 | Sep. 30, 2007 | Dec. 31, 2006 |
|---|---|---|
| Capitalized development costs | 6,299 | 5,799 |
| Licenses, commercial rights and other intangible assets | 11,447 | 13,247 |
| Total | 17,746 | 19,046 |
| EUR '000 | Sep. 30, 2007 | Dec. 31, 2006 |
|---|---|---|
| Land and buildings | 114,048 | 114,416 |
| Technical plant and machinery | 74,698 | 80,883 |
| Other plant, fixtures, furniture and office equipment | 30,443 | 26,606 |
| Advance payments and work in progress | 5,577 | 4,886 |
| Total | 224,766 | 226,791 |
| EUR '000 | Sep. 30, 2007 | Dec. 31, 2006 |
|---|---|---|
| Accounts receivable from customers | 116,945 | 98,829 |
| Future accounts receivable from customer-specific construction contracts | 7,290 | 8,475 |
| Accounts receivable from associated companies | 1,579 | 825 |
| Total | 125,814 | 108,129 |
| EUR '000 | Sep. 30, 2007 | Dec. 31, 2006 |
|---|---|---|
| Raw materials and supplies | 67,428 | 56,840 |
| Unfinished goods | 43,303 | 39,387 |
| Finished goods and goods for resale | 64,642 | 61,172 |
| Prepayments to third parties for inventories | 2,091 | 1,038 |
| Total | 177,464 | 158,437 |
The reporting structure used in the preceding annual financial statements was maintained in this interim report with the exception that Oskar OVERMANN GmbH & Co. KG and MAPOTRIX Dehnfugen GmbH & Co. KG are no longer included in the figures reported for fiscal 2006.
| Q3 2007 | Construction | Automotive | Consumer | Other | Non | ||
|---|---|---|---|---|---|---|---|
| EUR '000 | Industry | Engineering | Industry | Goods | Investments | operating | Total |
| External revenue | 55,546 | 38,674 | 65,290 | 28,066 | 50,083 | – | 237,659 |
| Internal revenue | – 202 | – 303 | – 1,652 | – 1,963 | – 2,224 | – | – 6,344 |
| Segment revenue from | |||||||
| third parties | 55,344 | 38,371 | 63,638 | 26,103 | 47,859 | – | 231,315 |
| Operating result (EBIT) | 6,573 | 5,065 | 7,095 | 1,734 | 5,554 | – | 26,021 |
| Earnings before taxes (EBT) | 4,697 | 3,751 | 5,385 | 955 | 3,757 | – 222 | 18,323 |
| EBT of discontinued operations | 497 | – | – | – | – | – | 497 |
| Depreciation | 1,141 | 694 | 4,113 | 1,644 | 1,846 | – | 9,438 |
| – of which for first-time consolidations | 321 | 74 | 930 | 14 | 540 | – | 1,880 |
| Employees | 866 | 670 | 1,931 | 865 | 1,243 | – | 5,575 |
| Q3 2006 EUR '000 |
Construction Industry |
Engineering | Automotive Industry |
Consumer Goods |
Other Investments |
Non operating |
Total |
|---|---|---|---|---|---|---|---|
| External revenue | 45,318 | 35,460 | 63,652 | 26,245 | 48,559 | – | 219,234 |
| Internal revenue | – 95 | – 142 | – 2,151 | – 2,089 | – 2,698 | – | – 7,175 |
| Segment revenue from third parties |
45,223 | 35,318 | 61,501 | 24,156 | 45,861 | – | 212,059 |
| Operating result (EBIT) | 6,542 | 5,415 | 6,615 | 1,834 | 4,229 | – | 24,635 |
| Earnings before taxes (EBT) | 5,400 | 4,295 | 4,161 | 991 | 2,962 | – 1,516 | 16,293 |
| EBT of discontinued operations | 66 | – | – | – | – 245 | – | – 179 |
| Depreciation | 1,064 | 1,014 | 4,450 | 1,668 | 2,057 | – | 10,253 |
| – of which for first-time consolidations | 330 | 196 | 989 | 196 | 995 | – | 2,706 |
| Employees | 749 | 634 | 1,762 | 824 | 1,194 | – | 5,163 |
| Q1– Q3 2007 EUR '000 |
Construction Industry |
Engineering | Automotive Industry |
Consumer Goods |
Other Investments |
Non operating |
Total |
|---|---|---|---|---|---|---|---|
| External revenue | 160,370 | 113,425 | 194,734 | 87,019 | 149,156 | – | 704,704 |
| Internal revenue | – 569 | – 853 | – 5,318 | – 6,423 | – 6,740 | – | – 19,903 |
| Segment revenue from third parties |
159,801 | 112,572 | 189,416 | 80,596 | 142,416 | – | 684,801 |
| Operating result (EBIT) | 20,109 | 14,784 | 19,023 | 8,115 | 13,543 | – | 75,574 |
| Earnings before taxes (EBT) | 14,875 | 12,401 | 14,330 | 5,085 | 8,672 | 1,398 | 56,761 |
| EBT of discontinued operations | 392 | – | – | – | – | – | 392 |
| Depreciation – of which for first-time consolidations 1,007 |
3,430 | 2,235 271 |
13,101 2,800 |
5,136 153 |
5,835 1,852 |
– – |
29,737 6,082 |
| Employees | 866 | 670 | 1,931 | 865 | 1,243 | – | 5,575 |
| Q1– Q3 2006 EUR '000 |
Construction Industry |
Engineering | Automotive Industry |
Consumer Goods |
Other Investments |
Non operating |
Total |
|---|---|---|---|---|---|---|---|
| External revenue | 127,111 | 104,516 | 188,907 | 81,887 | 135,321 | – | 637,742 |
| Internal revenue | – 290 | – 435 | – 6,948 | – 6,486 | – 7,991 | – | – 22,150 |
| Segment revenue from third parties |
126,821 | 104,081 | 181,959 | 75,401 | 127,330 | – | 615,592 |
| Operating result (EBIT) | 20,364 | 14,574 | 18,960 | 7,633 | 12,873 | – | 74,404 |
| Earnings before taxes (EBT) | 15,921 | 11,787 | 12,790 | 4,675 | 8,507 | 3,373 | 57,053 |
| EBT of discontinued operations | – 208 | – | – | – | – 1,059 | – | – 1,267 |
| Depreciation | 3,309 | 2,994 | 13,378 | 4,976 | 6,181 | – | 30,838 |
| – of which for first-time consolidations 1,003 | 444 | 2,967 | 589 | 2,411 | – | 7,415 | |
| Employees | 749 | 634 | 1,762 | 824 | 1,194 | – | 5,163 |
The non-operating result corresponds to the fair value of interest-rate swaps accounted for in the consolidated income statement.
| Internal revenue Segment revenue from third parties |
– 6,162 141,623 |
– 144 64,128 |
– 38 25,564 |
– 6,344 231,315 |
|---|---|---|---|---|
| External revenue | 147,785 | 64,272 | 25,602 | 237,659 |
| Q3 2007 EUR '000 |
Germany | Europe | Rest of the world | Total |
| Q3 2006 | ||||
|---|---|---|---|---|
| EUR '000 | Germany | Europe | Rest of the world | Total |
| External revenue | 135,915 | 56,718 | 26,601 | 219,234 |
| Internal revenue | – 7,001 | – 173 | – 1 | – 7,175 |
| Segment revenue from third parties | 128,914 | 56,545 | 26,600 | 212,059 |
| Q1– Q3 2007 EUR '000 |
Germany | Europe | Rest of the world | Total |
|---|---|---|---|---|
| External revenue | 435,802 | 181,432 | 87,470 | 704,704 |
| Internal revenue | – 19,564 | – 289 | – 50 | – 19,903 |
| Segment revenue from third parties | 416,238 | 181,143 | 87,420 | 684,801 |
| Q1– Q3 2006 EUR '000 |
Germany | Europe | Rest of the world | Total |
|---|---|---|---|---|
| External revenue | 400,164 | 166,578 | 71,000 | 637,742 |
| Internal revenue | – 21,708 | – 388 | – 54 | – 22,150 |
| Segment revenue from third parties | 378,456 | 166,190 | 70,946 | 615,592 |
Discontinued operations are accounted for pursuant to IFRS 5.34 separately from the changes in accounting policies in accordance with IAS 8.
| Adjustment to the previous year's | Q1– Q3 2006 | IAS 8 | IFRS 5 | Q1– Q3 2006 |
|---|---|---|---|---|
| income statement | published | restatement | restatement | comparable |
| EUR '000 | ||||
| Revenue | 618,649 | – | – 3,057 | 615,592 |
| Other operating income | 5,711 | – | – 152 | 5,559 |
| Own work capitalized | 2,551 | – | – | 2,551 |
| Change in inventories | 14,551 | – | – 1,428 | 13,123 |
| Cost of materials | – 294,400 | – | 2,049 | – 292,351 |
| Staff costs | – 163,823 | – | 1,920 | – 161,903 |
| Depreciation | – 31,045 | – | 207 | – 30,838 |
| Other operating expenses | – 79,592 | – | 1,683 | – 77,909 |
| Financial result | – 809 | 1,389 | – | 580 |
| Operating result (EBIT) | 71,793 | 1,389 | 1,222 | 74,404 |
| Interest income | 1,012 | – | – 1 | 1,011 |
| Interest expenses | – 21,050 | 2,642 | 46 | – 18,362 |
| Net interest | – 20,038 | 2,642 | 45 | – 17,351 |
| Income before taxes | 51,755 | 4,031 | 1,267 | 57,053 |
| Taxes | – 23,293 | – 1,237 | – 334 | – 24,864 |
| Income from discontinued operations | – | – | – 933 | – 933 |
| Income after taxes | 28,462 | 2,794 | – | 31,256 |
| – thereof minority interests | – 2,513 | 660 | – | – 1,853 |
| – thereof income allocable to INDUS shareholders | 25,949 | 3,454 | – | 29,403 |
| Diluted earnings per share in EUR | 1.44 | 1.69 | ||
| Undiluted earnings per share in EUR | 1.44 | 1.69 |
| EUR '000 | Sep. 30, 2006 published | IAS 8 restatement | Sep. 30, 2006 comparable |
|---|---|---|---|
| Goodwill | 274,494 | – | 274,494 |
| Intangible assets | 19,775 | – | 19,775 |
| Property, plant and equipment | 216,232 | – | 216,232 |
| Financial assets | 10,012 | – | 10,012 |
| Shares accounted for using the equity method | 4,410 | – | 4,410 |
| Other non-current assets | 2,052 | – | 2,052 |
| Deferred taxes | 7,366 | – | 7,366 |
| Non-current assets | 534,341 | – | 534,341 |
| Cash and cash equivalents | 70,228 | – | 70,228 |
| Accounts receivable | 101,929 | 18,331 | 120,260 |
| Inventories | 163,200 | – | 163,200 |
| Other current assets | 25,521 | – 6,752 | 18,769 |
| Assets held for sale | – | – | – |
| Current assets | 360,878 | 11,579 | 372,457 |
| Balance sheet total | 895,219 | 11,579 | 906,798 |
| EUR '000 | Sep. 30, 2006 published | IAS 8 restatement | Sep. 30, 2006 comparable |
|---|---|---|---|
| Paid-in capital | 162,955 | – | 162,955 |
| Generated capital | 38,840 | – | 38,840 |
| Shareholders' equity of INDUS shareholders | 201,795 | – | 201,795 |
| Minority interests in capital | 3,976 | – | 3,976 |
| Group equity | 205,771 | – | 205,771 |
| Non-current financial liabilities | 387,729 | – | 387,729 |
| Provisions for pensions | 14,864 | – | 14,864 |
| Other non-current provisions | 3,563 | – | 3,563 |
| Other non-current liabilities | 5,822 | – | 5,822 |
| Deferred taxes | 23,917 | – | 23,917 |
| Non-current liabilities | 435,895 | – | 435,895 |
| Current financial liabilities | 77,376 | 43,428 | 120,804 |
| Trade accounts payable | 39,965 | – | 39,965 |
| Other current provisions | 42,147 | – | 42,147 |
| Other current liabilities | 94,065 | – 31,849 | 62,216 |
| Liabilities held for sale | – | – | – |
| Current liabilities | 253,553 | 11,579 | 265,132 |
| Balance sheet total | 895,219 | 11,579 | 906,798 |
Relationships with related parties primarily involve the ongoing compensation of executives in key positions, the Board of Management, and the Supervisory Board. In addition, the company has consultancy agreements as well as rental and lease agreements with minority shareholders and/or their associates and conducts business transactions with associated companies.
In the first three quarters, there were no reportable changes to relationships with related parties since they did not differ materially from those reported in the 2006 consolidated financial statements.
The interim financial statements for the periods ended September 30, 2007 and 2006 were not subjected to an audit-like review.
IMPRINT
IINDUS Holding AG Kölner Straße 32 51429 Bergisch Gladbach PO Box 10 03 53 51403 Bergisch Gladbach Germany Phone: +49-2204-4000-0 Fax: +49-2204-4000-20 Internet: www.indus.de E-mail: [email protected]
Investor relations contact:
Haubrok Investor Relations GmbH Michael Werneke Kaistraße 16 40221 Düsseldorf Germany Phone: +49-211-30126-109 Fax: +49-211-30126-5109 Internet: www.haubrok.de E-mail: [email protected]
Published by: INDUS Holding AG, Bergisch Gladbach, Germany
Editorial office: Haubrok Investor Relations GmbH, Düsseldorf, Germany
Concept/design: Baisch Creative Consulting, Düsseldorf, Germany
Typesetting and lithography: ADDON Technical Solutions, Düsseldorf, Germany
Printed by: KleverDigital, Bergisch Gladbach, Germany
This interim report is also available in German. Both the English and the German versions of the interim report can be viewed and downloaded from the Internet at www.indus.de.
This interim report contains forward-looking statements that are subject to certain risks and uncertainties. Future results can significantly deviate from the results that are expected at present. This can be caused by various risk factors and uncertainties such as changes in the business, economic and competitive situation, amendments to laws, fluctuations in currency exchange rates, and further influential factors. INDUS Holding AG cannot assume responsibility for updating the forward-looking statements made in this interim report.
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