Group - L. Possehl & Co. mbH
Group - L. Possehl & Co. mbH
Group - L. Possehl & Co. mbH
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Annual Report 2007<br />
Successful over the Long Term<br />
with Clear-cut Principles
At a Glance<br />
L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> is a management holding company based in Lübeck, Germany. Under our leadership, there were<br />
approximately 7,000 people employed worldwide during the reporting period, working in about 81 various companies toward the<br />
joint success of the <strong>Group</strong>. Our subsidiaries are divided into three core business segments: Production, Trading and Services. They<br />
are each extremely independent in their market operations. In 2007, the <strong>Group</strong> achieved annual sales of € 1.5 billion, with profit<br />
from ordinary operations totaling € 75 million.<br />
Key figures<br />
in e million 2003 2004 2005 2006 2007<br />
Earnings<br />
Sales 1,016 695 809 1,452 1,522<br />
Germany 580 221 244 570 633<br />
International 436 474 565 882 889<br />
Result from ordinary operations 9 22 36 74 75<br />
<strong>Co</strong>nsolidated net profit 7 17 26 99 114<br />
Dividend 3 5 5 8 8<br />
EBIT ratio in % 2.6 3.9 5.3 6.1 5.6<br />
Return on equity before taxes in % 10.8 13.3 20.6 35.3 27.6<br />
Balance sheet<br />
Balance sheet total 493 442 533 718 796<br />
Fixed assets 157 147 150 195 144<br />
Investment in fixed assets 24 18 21 31 22<br />
Depreciation 31 18 19 26 24<br />
Cash and cash equivalents 10 45 57 42 180<br />
Other current assets 321 249 324 478 467<br />
Shareholders’ equity 174 182 202 209 273<br />
Equity ratio in % 35.3 41.1 37.9 29.1 34.2<br />
Financial data<br />
Net debt 103 40 35 117 –<br />
Gearing (net debt/equity) in % 59.2 22.2 17.3 56.0 0<br />
Employees<br />
Employees-yearly average 4,373 3,659 4,267 6,958 7,012<br />
Germany 1,815 789 1,190 2,733 2,872<br />
International 2,558 2,870 3,077 4,225 4,140
<strong>Possehl</strong> – the Entrepreneurs’ Gr<br />
Capital for business development Paths with specific boundaries<br />
PRODUCTION<br />
Our business division Production is comprised<br />
of experienced industrial companies<br />
whose efforts are focused on the production<br />
of promising products for the future.<br />
The special characteristics of these companies<br />
include a high level of specialization<br />
as well as particular niche know-how. Our<br />
customers stem from the areas of trade,<br />
craft and the processing industry.<br />
Precious Metals Processing<br />
Heimerle + Meule G<strong>mbH</strong>, Pforzheim<br />
Electronics<br />
<strong>Possehl</strong> Electronics N.v.,<br />
’s-Hertogenbosch (Netherlands)<br />
Elastomer Processing<br />
Harburg-Freudenberger Maschinenbau G<strong>mbH</strong>,<br />
Hamburg<br />
Cleaning Machines<br />
Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG,<br />
Bad Oldesloe<br />
Textile Finishing Systems<br />
A. Monforts Textilmaschinen G<strong>mbH</strong> & <strong>Co</strong>. KG,<br />
Mönchengladbach<br />
Special-purpose <strong>Co</strong>nstruction<br />
<strong>Possehl</strong> Spezialbau G<strong>mbH</strong>, Wiesbaden<br />
in e million 2007 2006<br />
Sales 1,219.0 1,175.7<br />
EBT 64.3 71.6<br />
Capital<br />
expenditure 21.3 29.9<br />
Employees 6,788 6,687<br />
TRADING<br />
Taking center stage in the Trading business<br />
division is International Trading, which is<br />
comprised of goods for both industry and<br />
the trades across the entire globe. This<br />
business segment is based on many years<br />
of experience coupled with a network that<br />
has grown and developed from within.<br />
Trading is the origin of <strong>Possehl</strong>’s business<br />
activities.<br />
International Trading<br />
<strong>Possehl</strong> Erzkontor G<strong>mbH</strong>, Lübeck<br />
L. Poss<br />
in e million 2007 2006<br />
Sales 291.4 265.2<br />
EBT 6.5 7.7<br />
Capital<br />
expenditure 0.5 1.1<br />
Employees 127 170
oup<br />
<strong>Co</strong>mmitment to the success of<br />
the organization<br />
ehl & <strong>Co</strong>. <strong>mbH</strong><br />
SERvICES<br />
Within the Services business segment, we<br />
gear our focus on service areas that augment<br />
our portfolio in a meaningful way.<br />
Locally we offer services in the area of<br />
environmental protection and outside of<br />
Germany we offer services in the areas of<br />
insurance and freighting services for commercial<br />
undertakings, shipping companies,<br />
shipyards and freight forwarders, to name<br />
a few.<br />
Environmental Protection<br />
<strong>Possehl</strong> Umweltschutz G<strong>mbH</strong>, Lübeck<br />
Broker Activities<br />
Lubeca versicherungskontor G<strong>mbH</strong>,<br />
Lübeck<br />
Teutonia Fracht- und Assekuranzkontor G<strong>mbH</strong>,<br />
Lübeck<br />
in e million 2007 2006<br />
Sales 11.3 11.3<br />
EBT 1.6 1.4<br />
Capital<br />
expenditure 0.2 0.1<br />
Employees 71 72<br />
We manage our <strong>Group</strong><br />
according to clear-cut principles<br />
geared toward the long term.<br />
SALES By BUSINESS SEGMENTS<br />
in € million<br />
E 1,521.7 million<br />
2007 2006<br />
Production 1,219.0 1,175.7<br />
Trading 291.4 265.2<br />
Services 11.3 11.3
Table of <strong>Co</strong>ntents<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term with Clear-cut Principles 6<br />
<strong>Group</strong> Management Report<br />
Overview of the Economic <strong>Co</strong>ndition of the <strong>Group</strong><br />
<strong>Group</strong> Structure and Operations<br />
Strategic Direction and Management Philosophy<br />
2007 Economic Environment<br />
<strong>Group</strong> Earnings Position<br />
Earnings Position in the Operational Segments<br />
Net Assets<br />
Capital Expenditure and Financing<br />
Employees<br />
Research and Development<br />
Risk Management System and Risks of Future Development<br />
Report on Subsequent Events, Opportunities, and Forecasts<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Auditors’ Report<br />
Overview of Participation<br />
<strong>Co</strong>ntact and Imprint<br />
2<br />
4<br />
5<br />
14<br />
15<br />
15<br />
17<br />
17<br />
18<br />
19<br />
23<br />
24<br />
25<br />
25<br />
26<br />
29<br />
30<br />
49<br />
50<br />
1
Letter from the Executive Board<br />
2<br />
Dear Busines Partners, Dear Readers,<br />
The <strong>Possehl</strong> <strong>Group</strong> remained on a successful path in 2007. The result from ordinary operations reached<br />
€ 75.3 million. We were thus able to expand on the previous year’s results for the fourth time in a row. It is also the best<br />
result achieved thus far in the history of our company.<br />
Each of the divisions provided positive contributions to results. Almost all of the divisions were able to increase their earnings<br />
compared to the previous year. While the earnings of the Electronics division – which continues to be our largest<br />
performance pillar – declined, it was still able to maintain an overall high level. Five of the seven divisions were able to<br />
achieve historic best marks in performance.<br />
Net sales of the group of companies increased during the fiscal year from e 1.452 billion to e 1.522 billion. The<br />
Cleaning Machines, International Trading and Special-purpose <strong>Co</strong>nstruction divisions experienced the greatest organic<br />
growth. Sales in the Elastomer Technology division increased in part due to the initial consolidation of an acquisition. The<br />
Electronics division reported a decline in sales as a result of the weak US dollar.<br />
We used the past year to completely abolish our net financial liabilities by e 122.9 million, and now report a positive value<br />
of e 6.1 million in the balance sheet. This leaves the <strong>Possehl</strong> <strong>Group</strong> completely debt-free.<br />
With respect to new acquisitions, we decided to take a little break in 2007. Following two extremely<br />
acquisition-rich years, we limited our activities to two compact transactions last year. In the Elastomer Technology<br />
division, we implemented a supplementary acquisition by purchasing the “Rubber & Plastics” unit of the Italian company<br />
Techint in April 2007, which strengthens our successful Mixing Technology division of subsidiary Harburg-Freudenberger<br />
Maschinenbau G<strong>mbH</strong>. The newly integrated unit already provided gratifying contributions to sales and results in 2007<br />
and thus affirmed itself as a successful acquisition at an early stage.<br />
As of October 1, 2007, we increased our interest in the Hako <strong>Group</strong>, located in Bad Oldesloe, to 100 %, after previously<br />
holding a 56 % interest acquired in two stages in 2004 and 2006. We were thus able to successfully complete the acquisition<br />
process scheduled jointly with the former owners.
Uwe Lüders,<br />
Born 1952, Dipl.-Volkswirt (degree in<br />
economics), Chairman of the Executive<br />
Board since April 2004. Previous<br />
management experience in successful<br />
diversified groups with a focus on<br />
mechanical and systems engineering.<br />
Most recently Chairman of the Management<br />
Board of Buderus AG in Wetzlar<br />
Our focus in 2007 was on the consolidation of the companies acquired during the two previous<br />
years. By implementing efficiency and structural improvement measures, we were able to strengthen the divisions<br />
from within. The required restructuring expense of approximately e 10 million has already been accounted for in the<br />
fiscal year 2007 result. By introducing and implementing these measures, we have created the preconditions necessary<br />
for the respective divisions to continue to achieve positive results even in the event of a possible weakening of<br />
economic activity and a deterioration of general conditions.<br />
We are confident that we can continue on our successful course into the year 2008 as well. We<br />
want to profitably grow and – whenever suitable opportunities arise – make additional acquisitions. The M&A market for<br />
medium-sized companies was highly competitive last year. In a number of cases, company purchase prices were paid that<br />
to us were not economically justifiable. However, we continue to adhere to our strategic orientation as a long-term and<br />
reliable new owner for medium-sized companies. Our newly improved and overall extremely solid equity base and<br />
financial position form a secure foundation for our goal of consistently continuing to pursue and implement our growth<br />
strategy.<br />
Of course we also see certain risks, such as in the lingering uncertainty as to the outcome of the US loan crisis and further<br />
development of the US dollar exchange rate. There are also uncertainties with respect to an implied economic weakening<br />
in the various marketing areas in which <strong>Possehl</strong> subsidiaries are operating. However, based on our diversified position<br />
as a medium-sized conglomerate, we have the necessary balance, stability and capital power to successfully realize our<br />
objectives.<br />
Yours sincerely,<br />
Uwe Lüders Norbert Scheuch<br />
Norbert Scheuch,<br />
Born 1960, Dipl.-Kaufmann (degree in<br />
business studies), member of the<br />
Executive Board since April 2007.<br />
Previously Managing Director of Schmidt<br />
Holding G<strong>mbH</strong> in St. Blasien, a leading<br />
global manufacturer of specialized<br />
vehicles<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
3
<strong>Co</strong>mpany Boards<br />
ExECUtivE Board<br />
Uwe Lüders, Lübeck<br />
Chairman<br />
Norbert Scheuch, Kasseedorf<br />
(since April 1, 2007)<br />
dr. Egon rudolph, Bad Schwartau<br />
(until June 30, 2007)<br />
adviSory <strong>Co</strong>UNCiL<br />
(until February 5, 2008)<br />
dr. Lutz Peters, Hamburg<br />
Chairman<br />
Managing Director of<br />
AOH Nahrungsmittel G<strong>mbH</strong> & <strong>Co</strong>. KG<br />
dr. Helmuth Pfeifer, Lübeck<br />
Vice Chairman<br />
Attorney and retired Notary<br />
dr. Stephan Bartelt, Lübeck<br />
Personally liable shareholder of<br />
Martens & Prahl Versicherungskontor KG<br />
dr. Manfred Biermann, Lübeck<br />
Certified Public Accountant<br />
theo dräger, Lübeck<br />
Vice Chairman of the Supervisory Board<br />
of Drägerwerk AG & <strong>Co</strong>. KGaA<br />
Martin Salzmann, Lübeck<br />
Managing Partner of Pressegroßvertrieb<br />
Franz Maurer Nachf. G<strong>mbH</strong> & <strong>Co</strong>. KG<br />
dr. Werner Marnette, Hollenstedt<br />
(until July 23, 2007)<br />
Former Chairman of the Executive Board<br />
of Norddeutsche Affinerie AG<br />
4<br />
SUPErviSory Board<br />
(since February 5, 2008)<br />
Shareholder representatives<br />
dr. Lutz Peters, Hamburg<br />
Chairman<br />
Managing Director of<br />
AOH Nahrungsmittel G<strong>mbH</strong> & <strong>Co</strong>. KG<br />
dr. Helmuth Pfeifer, Lübeck<br />
Additional Vice Chairman<br />
Attorney and retired Notary<br />
dr. Stephan Bartelt, Lübeck<br />
Personally liable shareholder of<br />
Martens & Prahl Versicherungskontor KG<br />
theo dräger, Lübeck<br />
Vice Chairman of the Supervisory Board<br />
of Drägerwerk AG & <strong>Co</strong>. KGaA<br />
Martin Salzmann, Lübeck<br />
Managing Partner of Pressegroßvertrieb<br />
Franz Maurer Nachf. G<strong>mbH</strong> & <strong>Co</strong>. KG<br />
rolf Schmidt-Holtz, Pogeez<br />
Chief Executive Officer of<br />
Sony BMG Music Entertainment<br />
Employee representatives<br />
dirk Kohrs, Bad Oldesloe<br />
Vice Chairman<br />
Chairman of the Works <strong>Co</strong>uncil of<br />
Hako-Werke G<strong>mbH</strong>, Bad Oldesloe plant<br />
Peter Hlawaty, Hamburg<br />
Labor Union Secretary of IG Metall<br />
<strong>Co</strong>astal region<br />
Hartmut Menn, Seevetal<br />
Chairman of the Works <strong>Co</strong>uncil of<br />
Harburg-Freudenberger Maschinenbau<br />
G<strong>mbH</strong>, Hamburg-Harburg plant;<br />
Chairman of the <strong>Group</strong> Works <strong>Co</strong>uncil<br />
of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />
Mario Schreiber, Bad Schwartau<br />
Authorized representative of<br />
L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />
Peter Seeger, Neumünster<br />
Authorized representative of<br />
IG Metall Administrative Office<br />
Neumünster<br />
Horst Wardius, Steinhorst<br />
Vice Chairman of the Works <strong>Co</strong>uncil<br />
of Hako-Werke G<strong>mbH</strong>, Bad Oldesloe plant;<br />
Vice Chairman of the <strong>Group</strong> Works<br />
<strong>Co</strong>uncil of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong>
dr. Lutz Peters<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
report of the <strong>Co</strong>ntrolling Boards<br />
Ladies and Gentlemen,<br />
During the 2007 reporting year, the Advisory <strong>Co</strong>uncil, as the supervisory<br />
body for the <strong>Co</strong>mpany, fulfilled the duties incumbent upon it according<br />
to the law and the articles of association fully and completely.<br />
This includes the regular exchange of information with the Executive<br />
Board and assisting with the work of the Executive Board on an advisory<br />
basis. The detailed reports of the Executive Board, prepared in<br />
both written and verbal form, served as the basis for this. The Chairman<br />
of the Advisory <strong>Co</strong>uncil maintained regular contact with the Chairman<br />
of the Executive Board and stayed abreast of the current company<br />
development and business position. The Advisory <strong>Co</strong>uncil as controlling<br />
board was constantly kept informed of the intended business policies,<br />
the corporate planning including financial, investment, and personnel<br />
planning, the profitability of the <strong>Co</strong>mpany, and the course of<br />
business as well as the situation of the <strong>Group</strong> overall.<br />
In the 2007 fiscal year, there were five Advisory <strong>Co</strong>uncil meetings.<br />
Decisions and resolutions of the Advisory <strong>Co</strong>uncil, which required its<br />
approval according to the articles of association or internal rules of<br />
procedure, were intensively reviewed and passed based on draft<br />
resolutions. Where required, resolutions were also drawn up in written<br />
procedures.<br />
In addition to discussing the economic situation of the group of companies,<br />
the Advisory <strong>Co</strong>uncil directed its attention during the reporting<br />
year mainly to improving the corporate portfolio, developing individual<br />
subsidiaries and implementing the <strong>Co</strong>mpany’s acquisition strategy.<br />
Within this context, the Advisory <strong>Co</strong>uncil approved the acquisition of<br />
the “Rubber & Plastics” unit of the Italian firm Techint in order to<br />
strengthen the Mixing Technology division of the subsidiary Harburg-<br />
Freudenberger Maschinenbau G<strong>mbH</strong>. The Advisory <strong>Co</strong>uncil also gave<br />
its approval for the complete takeover of the Hako <strong>Group</strong>, located in<br />
Bad Oldesloe, following <strong>Possehl</strong>’s previously held 56 % interest in Hako<br />
in two stages in 2004 and 2006. In addition, the Advisory <strong>Co</strong>uncil also<br />
agreed fully with the Executive Board that based on the high company<br />
prices on the M&A market for medium-sized companies, no further acquisitions<br />
would be undertaken. The controlling board continues to<br />
support a continuation of the previously profitable growth path in 2008.<br />
Due to the corporate acquisitions made in 2006 and 2007, the number of<br />
domestic employees of the <strong>Possehl</strong> <strong>Group</strong> has continuously increased<br />
to significantly more than 2,000. In this case, the legal provisions<br />
stipulate that a Supervisory Board is to be appointed in accordance<br />
with the co-determination act. The elections of the members for a codetermined<br />
Supervisory Board took place in the 2007 fiscal year. On<br />
February 5, 2008 a new co-determined Supervisory Board was formed.<br />
The term of office of the Advisory <strong>Co</strong>uncil ended on the same day.<br />
The individual financial statements and the consolidated financial statements<br />
of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> for the 2007 fiscal year prepared by the<br />
Executive Board according to the rules of the HGB (Handelsgesetzbuch:<br />
German <strong>Co</strong>mmercial <strong>Co</strong>de) as well as the Management Report<br />
and the <strong>Group</strong> Management Report were audited by auditors BDO<br />
Deutsche Warentreuhand Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft,<br />
Hamburg. In the meeting of the new co-determined Supervisory<br />
Board of April 23, 2008, the auditors presented and explained<br />
their audit report in detail. The annual financial statements and consolidated<br />
financial statements received an unqualified auditors’ certificate.<br />
The annual financial statements and Management Report, consolidated<br />
financial statements, and <strong>Group</strong> Management Report and the audit<br />
reports have all been presented to the members of the Supervisory<br />
Board of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> in a timely manner. The financial statement<br />
information was discussed in detail and reviewed by the Supervisory<br />
Board. There were no objections. Therefore, the Supervisory<br />
Board approved the results of the annual audit.<br />
The Supervisory Board has approved the annual financial statements<br />
and consolidated financial statements and recommends that the shareholder<br />
adopts the annual financial statements. The Supervisory Board<br />
is in agreement with the proposed appropriation of earnings of the<br />
Executive Board.<br />
Effective April 1, 2007, Mr. Norbert Scheuch has been appointed as a<br />
new member of the Executive Board. On June 30, 2007, Dr. Egon<br />
Rudolph resigned from the Executive Board. The Supervisory Board<br />
would like to thank him for his many years of dedicated and successful<br />
work within the <strong>Possehl</strong> <strong>Group</strong>.<br />
Dr. Werner Marnette has stepped down from his position as member of<br />
the Advisory <strong>Co</strong>uncil of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> as of July 23, 2007. The<br />
controlling boards would like to express their thanks to Dr. Marnette for<br />
the work he accomplished as an Advisory <strong>Co</strong>uncil member.<br />
The controlling boards would like to thank the Executive Board, the<br />
managing directors of the group companies, and all employees of the<br />
<strong>Possehl</strong> <strong>Group</strong> for their successful work in the 2007 fiscal year.<br />
Lübeck, Germany, April 23, 2008<br />
The Supervisory Board/The Advisory <strong>Co</strong>uncil<br />
Dr. Lutz Peters, Chairman<br />
5
Successful over the Long Term<br />
with Clear-cut Principles<br />
?<br />
What is the decisive factor for<br />
long-term business success<br />
Excellent products and competitive conditions?<br />
The right feel for the market and its trends?<br />
A good strategic setup and alignment with challenging<br />
objectives?
All of this is essential for the success of <strong>Possehl</strong> and its companies.<br />
However, what is even more important: we manage our <strong>Group</strong><br />
according to clear-cut principles geared toward the long term.<br />
They serve as binding orientation guides to provide our companies<br />
with security in everyday operations and stabilize the <strong>Group</strong> as<br />
a whole.<br />
The holding company is a fixed reference point for our companies,<br />
which is well-suited to them and to which they can align themselves.<br />
We accompany them attentively in developing their capabilities and<br />
support them actively in expanding their know-how. When we intervene,<br />
we support them from their respective positions.<br />
<strong>Possehl</strong> manages its companies while preserving their identity – in<br />
terms of successful corporate development and in terms of the people<br />
within the organization. The result is a level of success that stimulates<br />
and grows on a stable foundation.
What Truly <strong>Co</strong>unts …<br />
... is that the earned Capital is used for<br />
corporate development of the divisions, without limiting<br />
the financial requirements of the shareholder.
The organizational structure of <strong>Possehl</strong> with its focus on the long term<br />
enables us to adjust business interests to the individual situation<br />
of our companies. We make it a point to ensure that a company of the<br />
<strong>Possehl</strong> <strong>Group</strong> always has the economic freedom it needs to develop<br />
successfully within the market.
What Truly <strong>Co</strong>unts …<br />
… is that the chosen Path is clear,<br />
with specific boundaries – and does not branch off wildly.
<strong>Possehl</strong> initially becomes deeply involved in the experiences of<br />
its companies and then rounds out this experience as it looks on from<br />
the outside. We meet with our companies at the place they currently<br />
find themselves and guide them on a future path that is visible and safe<br />
for all.<br />
11
What Truly <strong>Co</strong>unts …<br />
… is that the People within the company are<br />
fully dedicated to its success – under reliable management.
<strong>Possehl</strong> views each of its companies as a complete and individually<br />
functioning unit. When monitoring and assisting the companies, we make<br />
sure that the people join in as well as the management, because it is<br />
the people who turn our objectives into reality through their dedication<br />
and commitment.
<strong>Group</strong> Management report<br />
14<br />
15<br />
15<br />
17<br />
17<br />
18<br />
19<br />
23<br />
24<br />
25<br />
25<br />
26<br />
29<br />
Overview of the Economic <strong>Co</strong>ndition of the <strong>Group</strong><br />
<strong>Group</strong> Structure and Operations<br />
Strategic Direction and Management Philosophy<br />
2007 Economic Environment<br />
<strong>Group</strong> Earnings Position<br />
Earnings Position in the Operational Segments<br />
Net Assets<br />
Capital Expenditure and Financing<br />
Employees<br />
Research and Development<br />
Risk Management System and Risks of Future Development<br />
Report on Subsequent Events, Opportunities, and Forecasts
ovErviEW of tHE E<strong>Co</strong>NoMiC <strong>Co</strong>NditioN<br />
of tHE GroUP<br />
The 2007 fiscal year was a year of successful consolidation for<br />
the <strong>Possehl</strong> <strong>Group</strong>. <strong>Group</strong> net sales increased from the previous year<br />
by 4.8 % to e 1,521.7 million, results from ordinary operations rose by<br />
1.9 % to e 75.3 million, and consolidated net profit increased by 15.1 %<br />
to e 114.1 million. At the same time, net debt declined by e 123.0<br />
million to a positive e 6.1 million. Thus, the <strong>Possehl</strong> <strong>Group</strong> was on<br />
balance debt-free as of the end of the fiscal year.<br />
All of the <strong>Group</strong> divisions recorded positive earnings in the reporting<br />
year. With the exception of the Electronics division, which could not<br />
duplicate the exceptional result of the previous year, all of the remaining<br />
divisions exceeded the good results they achieved in 2006. Along with<br />
encouraging growth in operating earnings, the sale of our 10 % equity<br />
stake in Norddeutsche Affinerie AG positively influenced the consolidated<br />
net profit and thus consolidated shareholders’ equity.<br />
After two years of stormy growth, no major acquisitions could<br />
be made during the reporting period. The M&A market for small and<br />
medium-sized enterprises (SMEs) was highly competitive in 2007 and<br />
purchase prices were often paid that were not economically justified.<br />
We are maintaining our strategic focus on demonstrating that we are<br />
a long-term and reliable new owner for SMEs.<br />
L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
The <strong>Possehl</strong> <strong>Group</strong> is excellently positioned and has at its dis posal<br />
substantial financial resources to continue pursuing profit-oriented<br />
growth.<br />
GroUP StrUCtUrE aNd oPEratioNS<br />
The <strong>Possehl</strong> <strong>Group</strong> is a diversified company with approximately<br />
7,000 employees and annual sales of e 1.5 billion. We hold a globally<br />
leading position in our niche markets.<br />
The <strong>Possehl</strong> <strong>Group</strong> is decentrally managed so that operational decisions<br />
can be made as close to the market as possible. The individual<br />
divisions have a high degree of autonomy in all market and customerrelated<br />
matters. The most important tasks for L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> as<br />
the management holding company are corporate strategy and portfolio<br />
management, risk and opportunity management, personnel development,<br />
and central financing.<br />
The <strong>Group</strong> is divided into the three operative segments: Production,<br />
Trading, and Services. These in turn currently encompass eight<br />
divisions, whereby Services has its own segment:<br />
Production trading Services<br />
Precious Metals Processing<br />
Electronics<br />
Elastomer Processing<br />
Cleaning Machines<br />
textile finishing Systems<br />
Special-purpose <strong>Co</strong>nstruction<br />
international trading<br />
Environmental Protection<br />
Broker activities<br />
15
The number of companies in the <strong>Possehl</strong> <strong>Group</strong> in the reporting<br />
period was 88, of which 30 are based in Germany and 58 internationally.<br />
Following substantial changes to the <strong>Group</strong> portfolio in the previous<br />
year through the acquisition of the Cleaning Machines and Textile<br />
Finishing Systems divisions, the segments and divisions remained<br />
essentially unchanged during the reporting year.<br />
Production<br />
The Production segment includes the six divisions: Precious Metals<br />
Processing, Electronics, Elastomer Processing, Cleaning Machines,<br />
Textile Finishing Systems, and Special-purpose <strong>Co</strong>nstruction.<br />
Precious Metals Processing: Pforzheim-based Heimerle + Meule<br />
G<strong>mbH</strong> is a full-service provider for the recycling of precious metals,<br />
especially gold, silver, and platinum. The metals recovered by the<br />
recycling process are processed into semi-finished products, salts,<br />
and alloys and sold to the jewelry industry, automotive suppliers, the<br />
electrical and electronics industry as well as dental companies.<br />
Electronics: <strong>Possehl</strong> Electronics is one of the leading global<br />
producers of leadframes for the semiconductor industry. Primarily<br />
involved are copper-based, multipin conducting elements that are<br />
attached to silicon chips. With its US-based activities, the division<br />
is among the most important providers of copper-based plug-in<br />
con nectors. The focus of our activities is in Asia – Malaysia, China,<br />
and Singapore. Subsidiaries are also maintained in Europe and<br />
the USA.<br />
Elastomer Processing: Harburg-Freudenberger is the global<br />
market leader for tire production systems. The company consists<br />
of branches for tire, rubber mixing, and edible oil technologies.<br />
Harburg-Freudenberger offers a comprehensive machine program and<br />
know-how to the rubber and tire production industry for all essential<br />
production stages from raw material preparation to tire manufacturing<br />
and vulcanization. The <strong>Group</strong> currently has two production sites<br />
in Germany (Hamburg and Freudenberg) as well as subsidiaries in<br />
Croatia, the USA, France, and Russia. The Rubber Mixing Technology<br />
unit was also strengthened during the reporting year by the acquisition<br />
of Milan-based Pomini Rubber & Plastics S.r.l. Furthermore, with<br />
Harburg-Freudenberger Machinery (China) <strong>Co</strong>. Ltd., a company was<br />
established in the important Chinese market.<br />
16<br />
Cleaning Machines: Hako is one of the leading global producers<br />
of professional cleaning machines. Its product range covers equipment<br />
for cleaning factories and office buildings, external cleaning, and<br />
site maintenance as well as multi-purpose special vehicles for use by<br />
municipalities. The strengths of the Bad Oldesloe-based company are<br />
customized innovative quality products and a closely meshed sales<br />
and service network. Hako <strong>Group</strong> is active on four continents with an<br />
emphasis on Europe.<br />
Textile Finishing Systems: A. Monforts Textilmaschinen G<strong>mbH</strong><br />
& <strong>Co</strong>. KG is a global technology leader for high-end textile finishing<br />
systems. The family business, which was founded in 1884, produces<br />
textile machines and equipment for the finishing and coating of knitted<br />
and woven fabrics. The Monforts <strong>Group</strong> includes an operating subsidiary<br />
in Austria and a joint venture in China in addition to the<br />
management company in Mönchengladbach.<br />
Special-purpose <strong>Co</strong>nstruction: The <strong>Possehl</strong> Spezialbau <strong>Group</strong><br />
is specialized in the maintenance and improvement of industrial,<br />
business, road, and airport surfaces. Through the acquisition in the<br />
previous year of DFT Deutsche Flächen-Technik Industrieboden G<strong>mbH</strong><br />
the <strong>Group</strong>’s business has expanded to include the manufacturing<br />
of large-scale seamless industrial surface systems. Special-purpose<br />
<strong>Co</strong>nstruction is managed by <strong>Possehl</strong> Spezialbau G<strong>mbH</strong> from Wiesbaden<br />
and has oper ations in the Netherlands, Austria, Slovenia, Croatia, and<br />
Belarus.<br />
trading<br />
This segment includes the international trading operations with<br />
raw materials for the fireproof and metallurgical industries and for the<br />
chemical, welding electrodes, cement, plastics, and paper industries.<br />
Trading activities include the representation of reputable mines and<br />
producers as well as open trading. Furthermore, the segment includes<br />
upstream and downstream processing, milling, and recycling.<br />
Services<br />
The segment includes Environmental Protection and Broker<br />
Activities. <strong>Possehl</strong> Environmental Protection is primarily involved with<br />
the construction, alteration, extension, and inspection of tanks and<br />
the remediation of pollution accidents on streets and waterways. The<br />
company also maintains a gravel business. Our two Broker Activities<br />
companies conduct brokerage operations.<br />
Holding<br />
In addition to the parent company L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong>, this<br />
segment combines the minority holdings and equity investments as<br />
well as intermediate holding companies.
StratEGiC dirECtioN aNd<br />
MaNaGEMENt PHiLoSoPHy<br />
<strong>Possehl</strong> aims to grow profitably in all segments on a sustainable<br />
basis and to increase the enterprise value. Growth results from both<br />
the expansion of existing business and the strategic acquisition of<br />
new business units. Along with profitability and a long-term orientation,<br />
the diversification of the <strong>Group</strong>’s portfolio plays an essential role.<br />
This reflects the interest of the <strong>Possehl</strong>-Stiftung as shareholder in the<br />
long-term profitable growth of the <strong>Group</strong>. With its independent and<br />
productive business segments, the <strong>Group</strong> has a solid foundation for<br />
continued success.<br />
Our management philosophy is aimed at providing the managers<br />
of the individual companies with as much operational freedom as possible<br />
to develop and implement new ideas. In order to executive this<br />
management philosophy successfully and to achieve the <strong>Group</strong>’s ambitious<br />
goals, we require highly motivated and productive employees,<br />
who are aware of their contribution to the <strong>Group</strong>’s success and conduct<br />
themselves in a success-oriented, customer-focused manner. Managing<br />
directors and managers have a financial stake in the success of<br />
the <strong>Group</strong> or segment through performance-based incentives.<br />
2007 E<strong>Co</strong>NoMiC ENviroNMENt<br />
GROSS DOMESTIC PRODUCT 2007<br />
Real change compared to previous year in %<br />
Germany 2.6<br />
Eurozone 2.6<br />
United States of America 2.2<br />
East Asia (without China, India, and Japan) 5.2<br />
China 11.4<br />
Global economy overall 5.1<br />
Source: Kiel Institute for the World Economy – World Economy in Winter 2007<br />
Global Economic development<br />
The global economy continued to develop positively during the fiscal<br />
year. In 2007, high global economic growth continued at a 5.1 %<br />
pace, only slightly lower than in 2006. Despite higher prices in the international<br />
energy and raw materials markets, global growth remained<br />
robust. However, toward the end of the year the US real estate crisis<br />
began to hinder global economic growth. While the economies of<br />
developing countries grew at an above-average 6.2 % rate, growth in<br />
industrial countries was only 2.4 %.<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
Once again the Chinese economy was the driver of growth during<br />
the fiscal year. However, other Asian countries as well as Latin America<br />
and Central and Eastern Europe produced strong economic growth in<br />
2007.<br />
At the same time, growth slowed in the USA. The weak real estate<br />
market caused by the subprime mortgage crisis has perceptibly impaired<br />
economic growth.<br />
The Eurozone continued to develop positively with GDP growth of<br />
2.6 %. Economic growth was also encouraging in Germany, driven mostly<br />
by exports. The increase in the external value of the Euro has not<br />
materially impaired the growth of the export economy.<br />
US dollar Substantially Weaker<br />
The US dollar (USD) continued to come under pressure in international<br />
currency markets and trust in the US currency steadily declined<br />
during the year. The Euro in particular appreciated against the USD<br />
during the past 12 months. At the beginning of the year, the Euro was<br />
worth approximately USD 1.32. At the end, the rate was USD 1.47.<br />
The average over the year was USD 1.37/€, about 10 % below the last<br />
year’s rate.<br />
US DOLLAR/EURO ExCHANGE RATE IN 2007<br />
(ECB REFERENCE RATE)<br />
1.5<br />
1,5<br />
1.4<br />
1,4<br />
1.3<br />
1,3<br />
1.2<br />
1,2<br />
Jan.<br />
Feb.<br />
March<br />
April<br />
May<br />
June<br />
July<br />
Aug.<br />
Sept.<br />
Oct.<br />
Nov.<br />
Dec.<br />
17
overall Positive Growth of the relevant Markets<br />
Mechanical and systems engineering in Germany achieved doubledigit<br />
growth for the first time in many years. Growth was driven by an<br />
increase in ordering activity in Germany and internationally. Investments<br />
in Asia were primarily responsible for high foreign demand.<br />
Domestic demand benefited from pent-up demand and increased<br />
investments in expanding capacity.<br />
The electrical and electronics industry developed differently<br />
depending on region. Western Europe achieved a steady increase,<br />
accompanied by double-digit growth in Eastern Europe. Growth in<br />
Japan and the USA was below average, whereas the branch grew<br />
substantially in Asia.<br />
The performance of textile machine engineering was mixed during<br />
the fiscal year. While spinning machines saw a reduction in orders,<br />
weaving and knitting machines had a slight upward trend. Meanwhile,<br />
finishing systems displayed a significant decline.<br />
The global automotive industry developed positively in 2007 albeit<br />
at a slower pace and with regional differences. However, the nearly<br />
4 % growth in the passenger car sector was attributable exclusively to<br />
demand in the developing countries of Asia and Latin America as well<br />
as Eastern Europe.<br />
The international steel markets also developed positively in 2007 –<br />
driven by the booming global economy. Once again, China turned out to<br />
be the largest growth driver. The European Union registered a moderate<br />
increase, while the steel market in North America declined.<br />
The German construction industry grew during the reporting period,<br />
if not with the high growth rates of the previous year. However, growth<br />
was mixed in the individual sectors of the main construction trade. High<br />
sales in commercial and public-sector construction were offset by a<br />
decline in residential construction. There was also a shift from new<br />
construction to renovation.<br />
Generally Positive Economic Climate for <strong>Possehl</strong> <strong>Group</strong><br />
Most of the segments of the <strong>Possehl</strong> <strong>Group</strong> were able to benefit<br />
from the overall favorable economic climate in 2007. In particular, our<br />
mechanical engineering businesses grew sharply. International Trade<br />
benefited primarily in the fireproof business from the expansion of<br />
the steel industry, while results in Precious Metals Processing were<br />
positively influenced by higher precious metals prices. On the other<br />
18<br />
hand, Electronics was burdened by lower demand and the declining<br />
US dollar and thus could not duplicate the exceptional result of the<br />
previous year. However, despite the lower profits, this division remains<br />
one of the most profitable in the <strong>Possehl</strong> <strong>Group</strong>.<br />
OPERATIONS AND FINANCIAL POSITION OF THE POSSEHL GROUP<br />
in e million 2007 2006<br />
Net sales 1,521.7 1,452.2<br />
Ordinary result before taxes 75.3 73.9<br />
Extraordinary result 49.5 32.8<br />
Earnings before taxes (EBT) 124.7 106.6<br />
<strong>Co</strong>nsolidated net profit 114.1 99.1<br />
GroUP EarNiNGS PoSitioN<br />
Moderate revenue Growth<br />
<strong>Group</strong> net sales of € 1,521.7 million rose by 4.8 % from the previous<br />
year. The increase in sales was primarily attributable to organic growth.<br />
However, the individual segments of the <strong>Group</strong> displayed mixed sales<br />
growth. While the mechanical engineering businesses grew in part at<br />
double-digit rates, sales in the Electronics sector declined both on a<br />
currency and unit basis. The remaining sectors approximately maintained<br />
the sales level of the previous year.<br />
NET SALES BY REGION IN 2007<br />
Germany<br />
Other Europe<br />
Asia and other regions<br />
USA<br />
19.3%<br />
9.7 %<br />
E 1,521.7 million<br />
29.4 %<br />
41.6 %
The increase in net sales came primarily from Germany and other<br />
European countries, while net sales in North America sank as a result<br />
of declines in the US dollar and trading activity. Germany accounted<br />
for approximately 42 % of total sales versus 39 % in the previous year.<br />
ordinary Earnings Before taxes increased again<br />
After ordinary earnings before taxes reached a record of<br />
e 73.9 million in the previous year, this record was broken again<br />
during the reporting year by approximately 2 %. This development is<br />
particularly encouraging as we succeeded in compensating for lower<br />
earnings in the Electronics segment through growth in the other<br />
segments. As a percentage of sales, ordinary earnings before taxes<br />
amounted to 4.9 % after 5.1 % in the previous year. While we could<br />
largely pass along higher prices for raw materials in the form of<br />
higher selling prices, the weak US dollar negatively influenced the<br />
<strong>Group</strong>’s success in the reporting year.<br />
the Gain on Sale Leads to a Large Extraordinary result<br />
The extraordinary result contains a e 59.7 million gain on the sale<br />
of our 10 % equity stake in Norddeutsche Affinerie AG (NA). We used<br />
a portion of the gain in the amount of e 10.2 million to pay for the<br />
transition from German to international accounting rules, specifically<br />
by accounting for pension liabilities immediately according to International<br />
Financial Reporting Standards (IFRS).<br />
Substantial increase in <strong>Co</strong>nsolidated Net Profit<br />
The consolidated net profit rose by e 15.0 million or 15.1 % to<br />
e 114.1 million. Along with the slight increase in operating earnings,<br />
the higher extraordinary result was primarily responsible for the improvement.<br />
The <strong>Group</strong>’s tax expenses remained low particularly as a<br />
result of the utilization of loss carry-forwards in Germany as well as<br />
tax rebates. Income taxes as a proportion of ordinary earnings before<br />
taxes amounted to 10.7 % after 7.1 % in the previous year.<br />
The pre-tax return on equity amounted to 27.6 % in the reporting<br />
year. Despite the increase in earnings, it declined by 7.7 percentage<br />
points from the prior year as a result of a significant increase in shareholders’<br />
equity. The EBIT return on sales was 5.6 %, slightly lower than<br />
in the previous year.<br />
EarNiNGS PoSitioN iN tHE<br />
oPEratioNaL SEGMENtS<br />
EARNINGS POSITION IN THE PRODUCTION DIVISION<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
in e million 2007 2006 Change<br />
Sales 1,219.0 1,175.7 43.3<br />
EBT 64.3 71.6 -7.3<br />
Capital expenditures 21.3 29.9 -8.6<br />
Net sales rose by 3.7 % from the previous year. This increase is primarily<br />
attributable to the Cleaning Machines and Elastomer Processing<br />
divisions.<br />
The Electronics division is entirely responsible for the decline of<br />
e 7.3 million in earnings before taxes, while the other segments improved<br />
their results from the previous year. The segment’s earnings<br />
reflect one-time restructuring expenses.<br />
The decline of capital expenditures for intangible assets and<br />
property, plant, and equipment results from the construction of a new<br />
electronics production site in Dongguan included in the previous year’s<br />
figure.<br />
Precious Metals Processing: High Precious Metals Prices<br />
Have a Positive impact on Sales and Earnings<br />
The upward trend that began in the previous year continued during<br />
the reporting period. The three operating divisions Semi-finished/<br />
Recycling, Surface Technics, and Dental all achieved positive results in<br />
2007 and were able to expand and confirm their market shares.<br />
Semi-finished/Recycling: Nominal income from semi-finished<br />
jewelry could be increased despite declining unit sales for jewelry<br />
alloys. The critical factor here was the special production expertise,<br />
which enables us to manufacture products with higher value added<br />
and higher nominal prices. The increase in nominal sales came both<br />
from Germany and abroad, whereby the international increase was<br />
significantly higher.<br />
The sales of industrial semi-finished products also developed<br />
positively. Due to the increase in precious metals prices the recycling<br />
business revived, even though the prices for precious metal waste<br />
remained under pressure.<br />
19
Surface Technics: The division was able to expand both sales<br />
and earnings. Along with strong economic demand, process improvements<br />
increased the competitiveness of industrial galvanizing. Sales of<br />
chemicals and baths for jewelry galvanizing also benefited galvanizing<br />
technology.<br />
After routinely producing losses in recent years, the division was<br />
able to achieve the first positive result in some time during the reporting<br />
year.<br />
Dental: The market for precious metal dental alloys still has not<br />
fully recovered from its collapse in 2005 caused by the introduction<br />
of a fixed subsidy system by legal health insurers. The ongoing trend<br />
toward the use of alloys without precious metals and of ceramics,<br />
which has been reinforced by high prices for precious metals, had a<br />
negative impact on the business with precious metal dental alloys.<br />
Through additional cost reductions and price adjustments, however,<br />
results improved slightly.<br />
No significant changes are expected in the business development<br />
of Heimerle + Meule in 2008. Due to the establishment of a subsidiary<br />
in Vienna at the beginning of 2008, we anticipate sales growth over<br />
the medium term in Austria and neighboring countries particularly in<br />
the area of semi-finished jewelry.<br />
Electronics: Normalization of Sales and Earnings<br />
The Electronics division could not duplicate the extremely good<br />
result of the previous year. Along with a normalization of sales as a<br />
result of a cyclical semiconductor market, the weak US dollar and high<br />
metal prices impaired earnings. In addition, moving the Chinese factory<br />
from Shenzen to Dongguan had a greater impact on earnings than<br />
expected. Nevertheless, the division – the most profitable – achieved a<br />
positive result with double-digit return on sales.<br />
Net sales declined by e 34.9 million to e 186.8 million. This<br />
decline is equally attributable to lower sales volumes and the decline<br />
of the US dollar. Lower sales volumes affected the business with leadframes<br />
and connectors, while sales of smart cards were virtually<br />
unchanged.<br />
20<br />
Due to the expected sustained weakness of the US dollar, cost<br />
reductions were carried out during the reporting year. These included<br />
a reduction in staff and the closure of a production site for connectors<br />
in the USA.<br />
The ongoing weakness of the US dollar and signs of weaker growth<br />
in the semiconductor branch are expected to weigh on results in 2008<br />
as well.<br />
Elastomer Processing: Successful acquisition in rubber<br />
Mixing technology and restructuring in Extrusion<br />
The performance of the Elastomer Processing division was mixed<br />
in the reporting year. While in particular the product areas of rubber<br />
mixing, heated presses, and tire building machines could expand both<br />
sales and earnings significantly, a restructuring program was introduced<br />
and already substantially implemented for the extrusion product<br />
area as a result of sustained losses. Total net sales of e 235.7<br />
million rose by e 37.2 million or 18.7 % over the previous year. Of this<br />
amount, about half was attributable to the 100 % acquisition of Milanbased<br />
Pomini Rubber & Plastics S.r.l. on April 1, 2007. Along with the<br />
sales increase, Pomini also had a positive impact on the earnings of<br />
the division.<br />
Capital investments of the tire industry, the most important<br />
customer group for Harburg-Freudenberger, remained high last year.<br />
The product areas of heated presses, rubber mixing, and tire building<br />
machines derived the greatest benefit from these developments.<br />
The relocation of tire production toward the growth markets<br />
China, India, and Brazil continued in the reporting year. Along with<br />
its good customer relationships with the large tire manufacturers,<br />
Harburg-Freudenberger is following this trend by establishing a subsidiary<br />
in Qingdao, China. Substantial potential for our tire production<br />
machines continues to exist in Eastern Europe and Russia, where local<br />
tire manufacturers are boosting their investments in modernization.<br />
The demand for machines and plants for edible oil technology<br />
did not match the level of the previous year due to an unclear political<br />
climate.<br />
Assuming the same conditions, we expect moderate sales growth<br />
next year. The restructuring steps that have been taken and the high<br />
level of order backlog as of the end of fiscal year 2007, which cover<br />
almost all of 2008, should lead to an improvement in earnings.
Cleaning Machines: Significant Growth in Sales and Earnings<br />
The market environment remained positive for Hako <strong>Group</strong> last<br />
year. This applied to both indoor and outdoor cleaning. The growth<br />
rates by region and type of machine were between about 2 % and 11 %.<br />
Hako’s main competitors took advantage of the market situation<br />
through a consolidation, in which they purchased smaller competitors.<br />
Hako benefited from the generally favorable developments and increased<br />
sales by 6.9 % to e 423.0 million. The increase in sales came<br />
primarily from Germany and the rest of Europe. Thus, Hako was able to<br />
increase its market share in Europe for many products. Similarly, the<br />
Multicar brand had a positive result. In comparison with the previous<br />
year, 112 or 7.4 % more cars were sold.<br />
However, the situation in the USA deteriorated. While adjustments<br />
to the Hako and Power Boss products were substantially completed<br />
during the reporting year, steps introduced to reposition the<br />
Minuteman products had not yet been completed. The reworking of the<br />
Minuteman product program, the reorganization of sales, and the restructuring<br />
of production in the USA will continue during the current<br />
year. A production site will be closed in this context.<br />
The earnings situation of the Hako <strong>Group</strong> has continued to improve,<br />
but not to the same extent as sales growth. Overall earnings in 2007<br />
were depressed by losses in the USA and Poland.<br />
For the next fiscal year, we are expecting moderate growth and<br />
an improvement in earnings for this area as well. In particular, the<br />
market introduction of new products and the repositioning of Minuteman<br />
should contribute to this result.<br />
textile finishing Systems: Positive development in China<br />
offsets Negative development<br />
The overall economic climate was difficult for European manufacturers<br />
of textile machines. In the Textile Finishing Systems division,<br />
there were some double-digit declines in incoming orders. The decisive<br />
factor here was the concentrated production of textile machines and<br />
textiles in China. This market is extremely difficult for Western manufacturers<br />
to access. The other countries of focus for textile production<br />
such as India, Turkey, and Pakistan could not slow down the continued<br />
shift to China. The European market improved slightly, primarily driven<br />
by the manufacture of technical textiles.<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
Excluding the pro rata consolidation of the Monforts <strong>Group</strong> in the<br />
previous year, net sales declined by 3.5 %. However, this marginal sales<br />
decline was accompanied by tighter gross margins. In order to secure<br />
sustainable competitiveness, the European companies implemented<br />
improvements and efficiency-enhancing measures in all areas. The<br />
related expenses clearly depressed annual net profit.<br />
Through our 50 % stake in the Chinese Monfongs joint venture,<br />
which is reflected using the equity method in the consolidated financial<br />
statements, we were able to participate in the textile boom in China.<br />
Both sales and earnings from the joint venture rose sharply from the<br />
previous year.<br />
The global market for textile finishing is not expected to change<br />
substantially in 2008, so we are anticipating sales at the same level as<br />
last year. In view of the streamlining measures that have been taken,<br />
however, we are assuming an improvement in earnings at the European<br />
companies. On the other hand, the earnings contribution of the<br />
Chinese joint venture could decline.<br />
Special-purpose <strong>Co</strong>nstruction: increase in Sales and Earnings<br />
The construction industry in Germany was characterized by<br />
weakening, but still positive growth in the reporting year. Sales in the<br />
main construction trade rose by nearly 2 %. The street and com mercial<br />
construction sectors saw growth of about 1.2 % and 4.3 %, respectively.<br />
Net sales rose at a double-digit rate from the previous year to<br />
e 79.4 million. This increase was primarily driven by extremely strong<br />
growth at DFT Deutsche Flächen-Technik Industrieboden G<strong>mbH</strong>, which<br />
was acquired in the previous year and offers ultra-precise, seamless<br />
rolled concrete flooring solutions (e.g. for warehouses) to the logistics,<br />
transport, and wholesale industries. Along with solid economic growth,<br />
we were able to benefit from several large orders from Europe outside<br />
Germany. On the other hand, sales declined from the maintenance,<br />
refurbishment, and protection of transport surfaces. The closure of a<br />
subsidiary in France also contributed to the sales decline.<br />
The foreign subsidiaries in the Netherlands, Austria, Croatia,<br />
Slovenia, and Belarus have performed according to plan and collectively<br />
were able to maintain the sales level of the previous year. The<br />
subsidiary in Spain was liquidated in the reporting year.<br />
Assuming stable growth in the construction sector, we expect a<br />
moderate increase in sales and earnings next year.<br />
21
EARNINGS POSITION IN THE TRADING DIVISION<br />
in e million 2007 2006 Change<br />
Sales 291.4 265.2 26.2<br />
EBT 6.5 7.7 -1.2<br />
Capital expenditures 0.5 1.1 -0.6<br />
The complete reorganization of our trading business on the<br />
American continent was implemented in 2007. At the beginning of<br />
2008, the legal separation from our former partners was also arranged.<br />
Furthermore, we have decided to discontinue the business activities<br />
of GeoCrete B.V. in the Netherlands and the subsidiary in Greece. The<br />
financial figures presented here for 2007 fully reflect the negative impact<br />
arising from these steps. From now on, <strong>Possehl</strong> Erzkontor G<strong>mbH</strong><br />
will be solely responsible for the global trading business with fireproof<br />
and non-fireproof materials. We continue to be represented on the<br />
American continent with one subsidiary.<br />
one-time Expenses depress Earnings<br />
Net sales from the International Trading business rose by e 26.2<br />
million or 9.9 %. Higher prices for raw materials were decisive for this<br />
increase. Earnings before taxes for the division declined due to onetime<br />
expenses to e 6.5 million after e 7.7 million in the previous year.<br />
The Lübeck-based Erzkontor <strong>Group</strong>, however, was able to improve its<br />
earnings from the previous year.<br />
Fireproof Business: The economic conditions for our fireproof<br />
activities were favorable last year. The European steel industry achieved<br />
1.5 % production growth over the previous year. The rate of increase in<br />
the German market was 2.8 %. The level of steel production led to good<br />
capacity utilization for the fireproof industry.<br />
22<br />
Prices for almost all raw materials rose sharply during the reporting<br />
period. The price increases for almost all essential products ranged<br />
between 40 % and 80 %. Decisive here were rather high purchase<br />
and freight prices as well as the restrictive export policies of the<br />
Chinese government. Our trading business was able to benefit from<br />
this development, particularly through higher profit margins.<br />
Metallurgy: The metallurgical division grew at a double-digit rate<br />
in the reporting year, but with a lower gross earnings margin. While<br />
the trading business with raw iron clearly expanded both on a unit and<br />
price basis, net sales and gross earnings declined with iron sand, raw<br />
bauxite, and petroleum coke.<br />
Plastics: The development of the trading business with plastics<br />
was charac terized again last year by substantial price increases as a<br />
result of a continued rise in the price of oil and a concomitant shortage<br />
of tradable material. Despite constant volumes, sales increased by 8 %<br />
from the previous year.<br />
EARNINGS POSITION IN THE SERVICES DIVISION<br />
in e million 2007 2006 Change<br />
Sales 11.3 11.3 0.0<br />
EBT 1.6 1.4 0.2<br />
Earnings improvement with <strong>Co</strong>nstant Sales<br />
The Services business with insurance, environmental protection<br />
(tank protection, renovation, gravel, and disposal), and freight services<br />
achieved sales of e 11.3 million, the same as in the previous year.<br />
Earnings before taxes rose by e 0.2 million to e 1.6 million. This<br />
growth came primarily from environmental protection and broker<br />
activities. The latter benefited from higher freight fees and broker<br />
activities. The return on sales in the Services division improved by<br />
1.2 % percentage points to an encouraging 13.9 %.
BALANCE SHEET STRUCTURE<br />
Fixed assets<br />
Current assets<br />
NEt aSSEtS<br />
18.1 %<br />
81.9 %<br />
assets<br />
in e million 12/31/2007 12/31/2006<br />
Fixed assets 143.8 194.7<br />
Current assets 652.1 523.0<br />
assets 795.9 717.7<br />
Shareholders’ equity 272.5 209.0<br />
Provisions 167.9 159.1<br />
Liabilities 355.5 349.6<br />
Liabilities 795.9 717.7<br />
<strong>Possehl</strong> <strong>Group</strong>’s total assets increased by e 78.2 million in the<br />
previous year to e 795.9 million.<br />
The increase in assets related almost exclusively to cash and cash<br />
equivalents. This item rose by a total of e 137.9 million to e 179.9 million<br />
primarily as a result of the sale of the equity stake in NA, but also<br />
because of positive cash flows from operating activities. On the liabilities<br />
side of the balance sheet, the increase was primarily attributable<br />
to e 63.6 million more shareholders’ equity.<br />
27.1 % 29.1 %<br />
34.2 %<br />
72.9 %<br />
Equity & Liabilities<br />
21.1 %<br />
44.7 %<br />
2007 2006 2007<br />
2006<br />
22.2 %<br />
48.7 %<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
Shareholders’ equity<br />
Provisions<br />
Liabilities<br />
The reduction in fixed assets applies primarily to financial assets.<br />
Along with the removal of the NA equity stake from the balance sheet,<br />
the value of equity investments in associated companies declined as<br />
a result of our final separation from our former partners in the trading<br />
business in the American market. The share of fixed and thus longterm<br />
assets to total assets has declined from 27.1 % in the previous<br />
year to 18.1 % as of the balance sheet date.<br />
Current assets – with the exception of the increase in cash and<br />
cash equivalents – have not substantially changed from the previous<br />
year. In particular, higher procurement costs did not lead to an increase<br />
in working capital.<br />
<strong>Co</strong>nsolidated shareholders’ equity rose by e 63.6 million to<br />
e 272.5 million. The positive effect of the consolidated net profit of<br />
e 114.1 million on shareholders’ equity was partially mitigated by the<br />
offsetting of goodwill from the acquisition of Pomini, the acquisition of<br />
the remaining shares in Hako, the dividend payment to the <strong>Possehl</strong>-<br />
Stiftung, and the decline in the US dollar exchange rate. However, the<br />
equity ratio rose from 29.1 % to 34.2 %. More than 200 % of long-term<br />
assets were financed by long-term liabilities.<br />
The increase in provisions of e 10.2 million includes one-time<br />
allocations to adjust to the valuation of pension provisions according<br />
to internationally customary valuation methods.<br />
23
CaPitaL ExPENditUrE aNd fiNaNCiNG<br />
financing Strategy<br />
L. <strong>Possehl</strong> as the management holding company is primarily<br />
responsible for the financial management of the <strong>Possehl</strong> <strong>Group</strong>. The<br />
primary objective of centralized financial management is to ensure the<br />
liquidity and creditworthiness of the <strong>Group</strong>. The reduction in the cost<br />
of capital, the optimization of the capital structure, and effective risk<br />
management are contributing factors. We decide on a case-by-case<br />
basis whether liquidity is distributed internally within the <strong>Group</strong> from<br />
a central source or held decentrally in the individual companies. The<br />
same applies to the assumption of financial assistance in the form of<br />
parent guarantees or other backing by L. <strong>Possehl</strong>. Financial transfers<br />
for the companies in Germany are carried out via a cash management<br />
system.<br />
Our policy on assuming debt is conservative and designed for flexibility.<br />
Along with long-term loans we particularly take advantage of<br />
short-term bank credits. An asset-backed securities program in the<br />
International Trading division is also at our disposal.<br />
We use financial derivatives to hedge risks from operations and<br />
financial transactions. However, we do not enter into any contracts<br />
without an underlying core transaction.<br />
CHANGES IN CASH FLOW AND CAPITAL ExPENDITURE<br />
in € million 2007 2006<br />
Cash flow from operating activities 84.6 97.9<br />
Cash flow from investing activities 52.8 -102.2<br />
Cash flow from financing activities 2.6 -11.8<br />
Changes in cash or cash equivalents<br />
over the period<br />
Cash and cash equivalents<br />
140.0 -16.1<br />
on December 31 179.9 42.0<br />
Cash flow from operating activities exceeded consolidated net<br />
income excluding extraordinary items as in the previous year. The<br />
decline of € 13.3 million from the previous year stemmed primarily<br />
from lower provisions adjusted for changes in the group of consolidated<br />
companies. In addition, higher tax payments reduced cash<br />
flow from operating activities.<br />
24<br />
Cash flow from investing activities was € 52.8 million in the<br />
reporting period after € -102.2 million in the previous year. This significant<br />
change resulted primarily from proceeds from the sale of the<br />
NA equity stake. Expenditures for acquisitions were € 29.8 million in<br />
the reporting year and primarily involved the acquisition of the remaining<br />
shares in Hako and the purchase of Pomini.<br />
In 2007, expenditures on property, plant, and equipment plus intangible<br />
assets were € 22.4 million. They were approximately 28 %<br />
less than in the previous year, which included expenditures for building<br />
a new factory in Dongguan. Excluding this extraordinary item, capital<br />
expenditures remained at the same level as in the previous year.<br />
Capital expenditures on property, plant, and equipment plus intangible<br />
assets were slightly below depreciation and amortization.<br />
Capital expenditures net of acquisitions were mainly related to<br />
the Production segment and there specifically to the areas of Cleaning<br />
Machines (€ 9.5 million), Electronics (€ 4.4 million), and Elastomer<br />
Processing (€ 2.7 million). Expenditures were devoted primarily to the<br />
planned modernization of manufacturing sites, environmental protection,<br />
and information technology. Otherwise, capital expenditure was<br />
mainly to replace assets.<br />
The financing of capital expenditures on intangible assets plus<br />
property, plant, and equipment came almost exclusively from cash flow<br />
from operating activities. We obtained favorable borrowing terms for<br />
the medium-term and long-term external financing of the remaining<br />
shares in Hako.<br />
Cash and Cash Equivalents and Net debt<br />
As of December 31, 2007, the <strong>Group</strong> had cash and cash equivalents<br />
of € 179.9 million, which were completely available for financing<br />
future growth.<br />
The <strong>Group</strong>’s net debt declined by € 123.0 million. At the end of<br />
the fiscal year, the <strong>Possehl</strong> <strong>Group</strong> had positive net liquidity of € 6.1 million<br />
and thus was on balance debt free.<br />
The other liquidity and leverage key figures are on a highly solid<br />
basis.
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
in % 2007 2006<br />
Liquidity<br />
Dynamic leverage<br />
Leverage<br />
Gearing<br />
EMPLoyEES<br />
Short-term assets<br />
Short-term external capital<br />
Cash flow from operating activities<br />
Bank liabilities<br />
Bank debts<br />
Bank debts + shareholders’ equity<br />
Net debt<br />
Shareholders’ equity<br />
<strong>Possehl</strong> had 7,012 employees on average worldwide during the<br />
year. Of that amount, 2,872 were employed in Germany. The number<br />
of apprentices was 161. The number of employees rose by 54 from<br />
the previous year. While the Electronics division in particular reduced<br />
personnel in Asia and the USA through efficiency enhancing measures,<br />
we increased the number of employees in Germany especially in<br />
construction and at Hako due to good business conditions.<br />
In 2007, expenses for personnel and benefits totaled € 269.2 million<br />
compared with € 258.2 million in the previous year. This represents<br />
an increase of 4.3 %. Personnel costs per employee rose on average<br />
from € 37,000 to € 38,000.<br />
EMPLOYEES BY REGION ON ANNUAL AVERAGE<br />
2007 2006<br />
Germany 2,872 2,733<br />
Other Europe 1,575 1,543<br />
USA 596 599<br />
Asia and other regions 1,969 2,083<br />
total 7,012 6,958<br />
The economic success of our <strong>Group</strong> depends critically on the<br />
commitment of all of our employees. Therefore, the paramount goal of<br />
our personnel policy is to promote the performance and qualifications<br />
of our employees through continuing education and global personnel<br />
development programs.<br />
The “Formel P” management development program initiated in<br />
the previous year in collaboration with the Malik Management Center<br />
in St. Gallen, Switzerland was successfully continued in the reporting<br />
year. By the end of the year, a large number of managers and management<br />
trainees had completed the program successfully.<br />
EMPLOYEES BY REGION – 2007<br />
Germany<br />
Other Europe<br />
Asia and other regions<br />
USA<br />
28.0 %<br />
rESEarCH aNd dEvELoPMENt<br />
183.5 135.1<br />
50.9 61.6<br />
37.9 43.2<br />
8.5 %<br />
0.0 56.0<br />
7,012<br />
Employees<br />
22.5 %<br />
41.0 %<br />
Innovation is indispensable for the profitable growth of the <strong>Possehl</strong><br />
<strong>Group</strong>. Therefore, <strong>Possehl</strong> continued to pursue its research and development<br />
activities in the reporting year. Our innovation efforts focus primarily<br />
on the divisions of the Production segment.<br />
Precious Metals Processing<br />
In the reporting year, the development of seamless, concentric<br />
multi-color tubes was successfully completed and introduced in<br />
the market. These tubes enable our customers to use innovative fabrication<br />
techniques in the manufacturing of multi-color jewelry. In addition,<br />
the development of an innovative platinum alloy was completed<br />
successfully.<br />
25
Electronics<br />
The main focus of <strong>Possehl</strong> Electronics’ research and development<br />
activities is on the development of new products and processes<br />
and their implementation in serial or mass production. The most important<br />
projects in 2007 were:<br />
Increasing the service life and thus the productivity of tools with<br />
the help of new coating procedures in the nano domain;<br />
The continued development and improvement of cyanide-free<br />
galvanization processes to reduce environmental damage; and<br />
The development of smart cards coated on both sides.<br />
Elastomer Processing<br />
Research and development activities in the area of Elastomer<br />
Processing remained at a high level last year. The prototype of a newly<br />
developed tire building machine with four manufacturing drums was<br />
delivered to the first customer. In the area of rubber mixing technology,<br />
priority was given to the further development of mixing facility<br />
management and basic research into mixing technology. The emphasis<br />
of innovation activities in the edible oil product area was on the further<br />
development of technologies to improve the oil extraction of screw<br />
extrusion presses.<br />
Cleaning Machines<br />
The Hako <strong>Group</strong> has increased its development spending from the<br />
previous year. The focal point of innovation activities was the development<br />
and introduction of new products and improved coordination of<br />
development projects at the Hako facilities and the American Minuteman<br />
company. The goal is a clear increase in innovation combined with<br />
reduced development times.<br />
textile finishing Systems<br />
The research and development activities in the Textile Finishing<br />
Systems division are carried out in close coordination with cus tomers<br />
from headquarters in Mönchengladbach. At the International Textile<br />
Machinery Association (ITMA) trade show in fall 2007, A. Monforts<br />
Textilmaschinen G<strong>mbH</strong> & <strong>Co</strong>. KG was able to demonstrate its global<br />
innovation leadership with a new shrinkage unit and a completely<br />
new ly developed tentering frame for technical textiles.<br />
26<br />
riSK MaNaGEMENt SyStEM aNd<br />
riSKS of fUtUrE dEvELoPMENt<br />
risk Policy and risk Management<br />
Entrepreneurial activity is inseparably linked to opportunities and<br />
risks. To a large extent, such activity consists of uncovering and taking<br />
advantage of opportunities, which serve to secure and expand the<br />
<strong>Group</strong>’s competitiveness. We have introduced effective management<br />
and control systems for the early identification, evaluation, and systematic<br />
handling of risks. These systems are constantly undergoing<br />
further development.<br />
The risk policy of the <strong>Possehl</strong> <strong>Group</strong> is aimed at increasing enterprise<br />
value continuously and sustainably, minimizing dependencies on<br />
developments in individual industries and divisions, and attaining the<br />
medium to long-term financial targets. The long-term perspective of our<br />
shareholder, the charitable <strong>Possehl</strong>-Stiftung, does not allow the company<br />
to be aligned solely toward short-term goals. Nor may it assume<br />
inappropriate risks or conduct speculative trading or other speculative<br />
business transactions.<br />
For the <strong>Possehl</strong> <strong>Group</strong>, the management of opportunities and risks<br />
is an integral component of <strong>Group</strong>-wide governance along with the<br />
planning and execution of our corporate strategy. The risk policy for<br />
the entire <strong>Group</strong> and the individual divisions is therefore set by the<br />
Executive Board of L. <strong>Possehl</strong>. The strategic orientation and development<br />
of all subsidiaries are monitored extremely closely by the<br />
Executive Board of the holding company. In regular conversations and<br />
conferences with the management teams of the subsidiaries, business<br />
results, opportunities, and risks are discussed and goals and management<br />
steps are established.<br />
The <strong>Possehl</strong> <strong>Group</strong> has a range of coordinated risk management<br />
and control systems that make it possible to identify significant risks<br />
early and to take suitable countermeasures. Particular importance<br />
is attached to corporate planning processes and intra-year controls.<br />
<strong>Co</strong>rporate planning helps us assess potential risks before major business<br />
decisions are made, while intra-year controls are designed to<br />
monitor countermeasures that have been introduced.
The regular reporting is supplemented by credit scoring procedures<br />
and an active receivables management. Purchase and sales transactions<br />
over certain individual divisional limits must also be approved<br />
by the Executive Board of the holding company.<br />
Investment controlling covers the annual budget as well as follow-<br />
up inspections of the actual investment amounts. All capital expenditures<br />
are valued using return calculations based on a uniform<br />
methodology and minimum risk-adjusted rates of return, which are reviewed<br />
regularly. In divisions with longer production times, the central<br />
risk management group also focuses on new orders and order backing<br />
and on advance calculation checks above certain thresholds.<br />
The transfer of risks to insurers is managed – to the extent feasible<br />
and economically responsible – by our insurance broker, Lubeca<br />
Versicherungskontor G<strong>mbH</strong>, in coordination with the Executive Board<br />
of the holding company and involves insurance contracts for the<br />
whole <strong>Group</strong>.<br />
As an international corporation with a diverse portfolio, the <strong>Possehl</strong><br />
<strong>Group</strong> is subject as a rule to multiple risks, the most important of which<br />
are described below. Fundamental changes in the structure and assessment<br />
of risks have not occurred in comparison to the previous year.<br />
financial risks<br />
One of L. <strong>Possehl</strong>’s main responsibilities as holding company is to<br />
ensure the <strong>Group</strong>’s financial independence. As well as optimizing <strong>Group</strong><br />
financing, this means limiting the financial risks.<br />
To ensure liquidity at all times, sufficient cash and cash reserves<br />
are maintained to meet all of the <strong>Group</strong>’s payment obligations when<br />
they are due. A reserve is always maintained for unplanned cash stream<br />
irregularities. In addition, there are adequate bank credit lines.<br />
Liquidity is mainly sourced in Euro and US dollars with varying<br />
terms. Interest rate risks are analyzed regularly and any existing risks<br />
limited by appropriate hedging transactions.<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
Liquid funds are invested exclusively in low-risk and short-term<br />
deposits and similar secure investment products.<br />
Currency risks<br />
Due to the global nature of the <strong>Group</strong>’s business activities, both<br />
business operations and financial transactions are subject to risks<br />
from currency exchange rate fluctuations, particularly of the US dollar<br />
against the Euro. A currency risk exists when sales are generated in<br />
a different currency than associated costs. This applies particularly to<br />
the Electronics division.<br />
To limit the risks of multiple cash flows in different currencies,<br />
foreign currency positions are normally hedged when they arise. This<br />
involves the use of conditional and unconditional derivative financial<br />
instruments. Transaction risks from the conversion of the net assets<br />
of <strong>Group</strong> subsidiaries outside the Eurozone are fundamentally not<br />
hedged.<br />
risks from Purchase and Sale of <strong>Co</strong>mpanies<br />
The acquisition of companies and – in exceptional cases – also the<br />
sale of subsidiaries or equity investments are important parts of our<br />
corporate strategy. With company acquisitions, the fundamental risk<br />
exists that the future earnings power of the company was improperly<br />
assessed and therefore the purchase price was too high.<br />
In any case, the Executive Board of the holding company decides<br />
on company purchases and sales. In order to limit the risk associated<br />
with company purchases, prior to the investment decision as a rule<br />
comprehensive legal, tax, and financial analyses are prepared with the<br />
assistance of external advisors. We have extremely strict internal rules<br />
for valuing individual potential acquisition targets.<br />
27
Segment and <strong>Co</strong>mpany-specific risks<br />
As a conglomerate, the <strong>Possehl</strong> <strong>Group</strong> is active in various sectors<br />
with disparate risk profiles and degrees of risk. The main potential risks<br />
encountered by the individual divisions are as follows:<br />
Production: For all segments, intense competition creates permanent<br />
pressure to reduce production costs. This applies particularly to<br />
the Electronics division and our engineering businesses. In addition, a<br />
further fall in the US dollar could impair the earnings of the Electronics<br />
division. In some divisions, there is also a certain dependency on<br />
individual large customers. Our aim is to reduce existing dependencies<br />
further by acquiring new customers and so broadening the customer<br />
base.<br />
Trading: The trading companies are exposed to price risks on<br />
one hand, but also to procurement risks on the other. Especially trade<br />
barriers in the form of tariffs and quotas can harm the trading business.<br />
We manage this risk via our global presence, long-term supplier<br />
relationships, a broad customer base, and a high degree of diversification.<br />
The dependence on the steel industry is mitigated by developing<br />
new businesses in the plastics, dyes, and paint industries. The resulting<br />
diversification of risks also applies to the default risk of receivables,<br />
which are further limited by hedging instruments, particularly commercial<br />
credit insurance. Price fluctuations are reduced by extensive use of<br />
back-to-back transactions.<br />
28<br />
Employee risks<br />
The success of the <strong>Possehl</strong> <strong>Group</strong> is critically dependent on the<br />
expertise and commitment of all employees. Retaining new employees<br />
and know-how are fundamental components of our personnel policy.<br />
Targeted employee development and continuing education are an<br />
additional emphasis. Our managers and management trainees also<br />
benefit from the <strong>Possehl</strong> Academy.<br />
Macroeconomic risks<br />
We expect moderate global economic growth for 2008, although<br />
probably below the level of the previous year. As a result of the cooling<br />
of the US economy, the risks of less favorable growth for the global<br />
economy have noticeably increased. In addition, the danger exists of<br />
continued increases in energy prices, which would put pressure on purchasing<br />
power. The unfavorable development of the global economy<br />
can have a negative impact on the financial and earnings position of<br />
the <strong>Possehl</strong> <strong>Group</strong>.<br />
overall assessment: No Existential risks<br />
for the <strong>Possehl</strong> <strong>Group</strong><br />
The risk position of the <strong>Possehl</strong> <strong>Group</strong> has not substantially<br />
changed during the reporting period. The <strong>Group</strong>’s continued broad<br />
diversification leads to a balance of risks between individual divisions<br />
within the company. From today’s perspective, no risks can be identified<br />
which could endanger the <strong>Possehl</strong> <strong>Group</strong>’s continued existence.
EPort oN SUBSEqUENt EvENtS,<br />
oPPortUNitiES, aNd forECaStS<br />
Particular Events after the Balance Sheet date<br />
There have been no events requiring disclosure since the start of<br />
the year.<br />
orientation of <strong>Possehl</strong> <strong>Group</strong> and Probable development<br />
GROSS DOMESTIC PRODUCT, FORECAST FOR 2008<br />
Change over previous year in real terms in %<br />
Germany 1.9<br />
Eurozone 2.2<br />
USA 1.8<br />
East Asia (excluding China, India, and Japan) 4.4<br />
China 10.7<br />
Total global economy 4.5<br />
Source: Kiel Institute for the World Economy – World Economy in Winter 2007<br />
Predictions for the development of the global economy in 2008<br />
are quite varied. While some anticipate continued robust growth,<br />
others are increasingly pointing to signs of global recession. It can be<br />
assumed that growth in the industrial countries will slow perceptibly.<br />
In particular, signs are gathering for a serious and sustained recession<br />
for the US economy. Economic expansion in the Eurozone could also<br />
slow. The EU <strong>Co</strong>mmission has lowered its growth forecast for the<br />
Eurozone in 2008 to 1.8 %. A similar trend is likely for Germany. China<br />
and India, however, are turning out to be the new drivers of the global<br />
economy. The catch-up requirements of these countries presumably<br />
will provide significant economic stimulus in the future as well.<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
Thanks also to the internationally oriented strategic positioning of<br />
<strong>Possehl</strong>, we see a good chance for continued growth for the <strong>Group</strong><br />
over the long term. Assuming an unchanged portfolio of businesses,<br />
we expect that consolidated sales and the consolidated result from ordinary<br />
operations will remain at a similar high level in 2008 as in the<br />
previous year. Through the restructuring measures taken last year in<br />
the Textile Finishing Systems, Elastomer Processing, and Electronics<br />
divisions, which were linked to a reduction in employees, we have<br />
created the foundation to achieve our targeted rates of return and<br />
insured against the effects of a possible economic downturn.<br />
In the years ahead, the <strong>Possehl</strong> <strong>Group</strong> will continue to maintain<br />
its fundamental orientation toward profitable and sustainable growth.<br />
In the future, we will exploit opportunities presented by acquisitions<br />
in existing divisions and also in new business areas. We assume that<br />
company purchase prices will decline to an appropriate level and scarce<br />
and expensive credit will improve our chances to make acquisitions.<br />
Moreover, strategies will be developed and implemented in collaboration<br />
with the management of our subsidiaries to expand our sound<br />
positions in individual markets.<br />
The once again improved and generally extremely solid capitalization<br />
and financial position of the <strong>Possehl</strong> <strong>Group</strong> and its parent company<br />
form a solid foundation for pursuing this growth strategy with resolve<br />
in the future.<br />
29
<strong>Co</strong>nsolidated<br />
financial Statements<br />
30<br />
31<br />
32<br />
33<br />
34<br />
36<br />
36<br />
38<br />
49<br />
<strong>Co</strong>nsolidated Balance Sheet<br />
<strong>Co</strong>nsolidated Income Statement<br />
<strong>Co</strong>nsolidated Cash Flow Statement<br />
Changes in Noncurrent <strong>Group</strong> Assets<br />
Changes in Shareholders’ Equity<br />
Segmental Reporting<br />
Notes to the <strong>Co</strong>nsolidated Financial Statements<br />
Auditors’ Report
<strong>Co</strong>nsolidated Balance Sheet<br />
as of December 31, 2007<br />
in E ’000 Notes 12/31/2007 12/31/2006<br />
ASSETS<br />
a. fixed assets<br />
I. Intangible assets (1) 2,791 3,297<br />
II. Property, plant, and equipment (2) 120,286 128,258<br />
III. Financial assets (3) 20,772 63,194<br />
143,849 194,749<br />
B. Current assets<br />
I. Inventories (4) 224,994 249,567<br />
II. Receivables and other assets (5)<br />
1. Trade receivables 212,161 199,260<br />
2. Other receivables and other assets 29,667 29,000<br />
241,828 228,260<br />
III. Cash and cash equivalents (6) 179,929 41,993<br />
646,751 519,820<br />
C. Pre-paid expenses 3,561 3,160<br />
d. deferred taxes representing assets (7) 1,701 0<br />
total assets 795,862 717,729<br />
EQUITY & LIABILITIES<br />
a. Equity (8)<br />
I. Subscribed capital 30,678 30,678<br />
II. Retained earnings 44,939 17,420<br />
III. <strong>Co</strong>nsolidated net profit for the period 190,637 130,810<br />
IV. Minority interests 6,281 30,051<br />
272,535 208,959<br />
B. Provisions<br />
1. Pension provisions (9) 68,582 57,906<br />
2. Other provisions (10) 99,317 101,222<br />
167,899 159,128<br />
C. Liabilities (11)<br />
1. Bank loans 166,016 158,847<br />
2. Accounts payable 94,894 97,980<br />
3. Other liabilities 93,183 91,647<br />
354,093 348,474<br />
d. deferred income 1,335 1,168<br />
total equity and liabilities 795,862 717,729<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
31
<strong>Co</strong>nsolidated income Statement<br />
from January 1, 2007 to December 31, 2007<br />
in e ’000 Notes 2007 2006<br />
Net sales (12) 1,521,695 1,452,163<br />
Changes in finished goods, work in progress, and capitalized own work (13) -25,648 337<br />
Other operating income (14) 34,892 24,768<br />
<strong>Co</strong>st of materials (15) 988,914 946,891<br />
Gross profit 542,025 530,377<br />
Personnel expenses (16) 269,223 258,166<br />
Depreciation and amortization (17) 24,086 26,431<br />
Other operating expenses (18) 175,478 166,746<br />
Net investment income/expense (19) 12,471 8,841<br />
Net interest earnings/expense (20) -10,323 -14,013<br />
Other financial result (21) -119 -1<br />
result of ordinary operations 75,267 73,861<br />
Extraordinary income (22) 59,693 32,773<br />
Extraordinary expense (23) 10,230 0<br />
Extraordinary result 49,463 32,773<br />
Earnings before taxes 124,730 106,634<br />
Income taxes (24) 8,067 5,253<br />
Other taxes (25) 2,585 2,244<br />
<strong>Co</strong>nsolidated net profit 114,078 99,137<br />
Minority interests -489 4,696<br />
32
<strong>Co</strong>nsolidated Cash flow Statement<br />
from January 1, 2007 to December 31, 2007<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
in E ’000 2007 2006<br />
<strong>Co</strong>nsolidated net profit 114,078 99,137<br />
Extraordinary result 49,463 32,773<br />
<strong>Co</strong>nsolidated net profit before extraordinary items 64,615 66,364<br />
Additions/depreciation of noncurrent assets 24,219 26,300<br />
Changes in accruals and provisions -6,990 3,382<br />
Other non-cash expenses and income 2,450 219<br />
Gains and losses on the disposal of noncurrent assets -1,894 -894<br />
Change in working capital 2,151 2,572<br />
(1) Cash flow from operating activities 84,551 97,943<br />
Proceeds from disposal of intangible assets and property, plant, and equipment<br />
Proceeds from disposal of noncurrent financial assets and from the disposal<br />
3,363 4,738<br />
of consolidated companies and business units 101,730 37,387<br />
Payments for investments in intangible assets and property, plant, and equipment -22,433 -31,170<br />
Payments for investments in noncurrent financial assets and for the acquisition<br />
of consolidated companies and business units -29,841 -113,184<br />
(2) Cash flow from investing activities 52,819 -102,229<br />
Payments to shareholders (including minority interests) -8,000 -6,927<br />
Payments from shareholders (including minority interests) 0 1,828<br />
Change in bank debt 11,330 -16,846<br />
Change in other financial receivables/liabilities -693 10,134<br />
(3) Cash flow from financing activities 2,637 -11,811<br />
Cash-relevant changes from (1) to (3) 140,007 -16,097<br />
Net change in cash and cash equivalents due to exchange rate differences,<br />
changes in group of consolidated companies, and valuation changes -2,071 1,414<br />
Cash and cash equivalents at beginning of period 41,993 56,676<br />
Cash and cash equivalents at end of period 179,929 41,993<br />
33
Changes in Noncurrent <strong>Group</strong> assets<br />
from January 1, 2007 to December 31, 2007<br />
in E ’000 01/01/2007<br />
34<br />
Exchange rate<br />
changes<br />
acquisition or manufacturing costs<br />
Changes<br />
in group of<br />
consolidated<br />
companies Additions Reclassified Disposals 12/31/2007<br />
i. intangible assets<br />
1. <strong>Co</strong>ncessions, trademarks, copyrights,<br />
and other rights and licenses<br />
to use such rights 15,002 -91 1,004 975 96 -297 16,689<br />
2. Goodwill 2,725 -30 0 0 0 0 2,695<br />
3. Advance payments made 6 0 0 0 0 0 6<br />
total intangible assets 17,733 -121 1,004 975 96 -297 19,390<br />
ii. Property, plant, and equipment<br />
1. Land, land rights, and buildings 111,723 -2,109 -4,090 1,862 7,002 -3,737 110,651<br />
2. Technical plant and machinery 210,044 -8,064 -921 6,019 -23,777 -18,299 165,002<br />
3. Other plant, production,<br />
and office equipment 57,943 -818 -1,728 6,926 27,311 -5,926 83,708<br />
4. Advance payments made<br />
and plant under construction 8,456 -329 -95 6,705 -10,632 -9 4,096<br />
total property, plant, and equipment 388,166 -11,320 -6,834 21,512 -96 -27,971 363,457<br />
iii. financial assets<br />
1. Shares in affiliated companies 771 0 0 15 0 -597 189<br />
2. Loans to affiliates 110 0 0 0 0 0 110<br />
3. Equity investments in<br />
associated companies 16,200 -97 -1,644 8,084 0 -8,779 13,764<br />
4. Other equity investments 1,077 0 -122 25 0 -529 451<br />
5. Loans to companies in which equity<br />
is held 4,397 0 0 1,214 0 -96 5,515<br />
6. Securities held as noncurrent assets 39,533 0 0 32 0 -39,193 372<br />
7. Other lending 2,102 0 0 1,132 0 -1,750 1,484<br />
total financial assets 64,190 -97 -1,766 10,502 0 -50,944 21,885<br />
470,089 -11,538 -7,596 32,989 0 -79,212 404,732
Cumulative<br />
01/01/2007<br />
Exchange rate<br />
changes<br />
depreciation and amortization<br />
Changes<br />
in group of<br />
consolidated<br />
companies Additions Reclassified Disposals<br />
Cumulative<br />
12/31/2007<br />
Carrying amount<br />
12/31/2007<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
Carrying amount<br />
12/31/2006<br />
12,282 -76 972 1,398 69 -255 14,390 2,299 2,719<br />
2,153 -18 0 74 0 0 2,209 486 572<br />
0 0 0 0 0 0 0 6 6<br />
14,435 -94 972 1,472 69 -255 16,599 2,791 3,297<br />
50,199 -788 -1,499 3,472 -31 -3,189 48,164 62,487 61,524<br />
163,160 -6,765 -953 11,908 -20,710 -18,289 128,351 36,651 46,885<br />
46,549 -822 -1,523 6,829 20,672 -5,052 66,653 17,055 11,393<br />
0 0 0 3 0 0 3 4,093 8,456<br />
259,908 -8,375 -3,975 22,212 -69 -26,530 243,171 120,286 128,258<br />
128 0 0 0 0 0 128 61 643<br />
0 0 0 0 0 0 0 110 110<br />
534 0 0 0 0 0 534 13,230 15,666<br />
162 0 0 0 0 0 162 289 916<br />
0 0 0 0 0 0 0 5,515 4,397<br />
16 0 0 8 0 0 24 348 39,518<br />
158 0 0 125 0 -18 265 1,219 1,944<br />
998 0 0 133 0 -18 1,113 20,772 63,194<br />
275,341 -8,469 -3,003 23,817 0 -26,803 260,883 143,849 194,749<br />
35
Changes in Shareholders’ Equity<br />
from January 1, 2007 to December 31, 2007<br />
in E ’000<br />
36<br />
Subscribed<br />
capital Retained earnings<br />
Accumulated other<br />
<strong>Group</strong> earnings<br />
12/31/2005 30,678 176,904 -26,617<br />
<strong>Co</strong>nsolidated net profit 94,441<br />
Dividend payment -5,000<br />
Currency translation -8,164<br />
Other changes in shareholders’ equity 3,023 -86,357<br />
12/31/2006 30,678 269,368 -121,138<br />
<strong>Co</strong>nsolidated net profit 114,567<br />
Dividend payment -8,000<br />
Currency translation -771 -13,699<br />
Other changes in shareholders’ equity 2,556 -7,307<br />
12/31/2007 30,678 377,720 -142,144<br />
Segmental reporting<br />
by business segment<br />
Production trading<br />
in E ’000 2007 2006 2007 2006<br />
External sales 1,218,967 1,175,714 291,444 265,201<br />
Segment earnings EBT 64,273 71,640 6,457 7,730<br />
Depreciation and amortization of property, plant,<br />
and equipment and intangible assets -22,707 -24,526 -473 -760<br />
Other non-cash items -35,235 -5,677 10 -1,474<br />
Net income from equity investments in associates 7,369 3,989 816 960<br />
Other net income from equity investments 14 190 0 0<br />
Other financial result -8 -1 -125 0<br />
Interest income 2,313 1,512 989 1,337<br />
Interest expense -10,060 -9,141 -3,063 -4,168<br />
Segment assets 528,729 521,916 112,007 130,401<br />
Capital expenditure on property, plant, and equipment and intangible assets 21,281 29,919 532 1,081<br />
Segment liabilities 324,095 297,506 66,763 81,015<br />
Employees 6,788 6,687 127 170<br />
by region<br />
Germany other Europe<br />
in E ’000 2007 2006 2007 2006<br />
External sales 632,981 570,063 447,927 403,564<br />
Segment assets 426,812 349,348 138,888 128,455<br />
Capital expenditure on property, plant, and equipment and intangible assets 12,356 12,295 4,890 7,373
<strong>Group</strong> shareholders’<br />
equity without<br />
minority interests<br />
Share of equity of<br />
minority interests<br />
Accumulated share of<br />
minority interests in<br />
other <strong>Group</strong> earnings<br />
Share of minority<br />
interests in<br />
<strong>Group</strong> capital<br />
Shareholders’<br />
equity<br />
180,965 22,414 -1,012 21,402 202,367<br />
94,441 4,696 4,696 99,137<br />
-5,000 -1,927 -1,927 -6,927<br />
-8,164 116 116 -8,048<br />
-83,334 5,764 5,764 -77,570<br />
178,908 30,947 -896 30,051 208,959<br />
114,567 -489 -489 114,078<br />
-8,000 0 -8,000<br />
-14,470 -884 602 -282 -14,752<br />
-4,751 -22,999 -22,999 -27,750<br />
266,254 6,575 -294 6,281 272,535<br />
Services Holding reconciliation <strong>Group</strong><br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
2007 2006 2007 2006 2007 2006 2007 2006<br />
11,315 11,282 0 0 -31 -34 1,521,695 1,452,163<br />
1,568 1,432 -6,529 -6,941 9,498 0 75,267 73,861<br />
-314 -531 -592 -614 0 0 -24,086 -26,431<br />
-263 116 -5,975 -5,666 0 -1 -41,463 -12,702<br />
0 0 371 318 0 0 8,556 5,267<br />
0 0 3,901 3,384 0 0 3,915 3,574<br />
-4 0 -2,881 0 2,899 0 -119 -1<br />
73 48 5,828 2,358 -2,250 -1,403 6,953 3,852<br />
-27 -82 -6,338 -5,837 2,212 1,363 -17,276 -17,865<br />
6,867 6,977 388,324 308,928 -256,532 -265,486 779,395 702,736<br />
215 102 459 68 0 0 22,487 31,170<br />
3,527 4,106 168,125 151,436 -56,230 -45,277 506,280 488,786<br />
71 72 26 28 0 0 7,012 6,958<br />
asia america other regions <strong>Group</strong><br />
2007 2006 2007 2006 2007 2006 2007 2006<br />
253,030 241,452 147,073 194,713 40,684 42,371 1,521,695 1,452,163<br />
114,376 127,961 94,527 91,841 4,792 5,131 779,395 702,736<br />
3,714 9,972 1,338 1,495 189 35 22,487 31,170<br />
37
Notes to the <strong>Co</strong>nsolidated Statements<br />
GENEraL iNforMatioN<br />
The consolidated financial statements of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong>,<br />
Lübeck, (subsequently referred to as L. <strong>Possehl</strong>) for the 2007 fiscal<br />
year have been prepared in accordance with the provisions of the<br />
German <strong>Co</strong>mmercial <strong>Co</strong>de (Handelsgesetzbuch, HGB). The financial<br />
statements of the subsidiaries included in the consolidated financial<br />
statements have been prepared as of the same reporting date as that<br />
of L. <strong>Possehl</strong>.<br />
In the interest of clarity, individual items in the consolidated financial<br />
statements have been summarized in the balance sheet and<br />
income statement. However, they are disclosed separately and explained<br />
in the notes, along with the corresponding figures for the previous<br />
year. Due to their significance, individual receivables, provisions,<br />
and liabilities are disclosed separately in the balance sheet.<br />
The income statement is structured according to the nature of<br />
expense method.<br />
The consolidated financial statements have been prepared in Euro.<br />
All amounts are shown in thousand currency units except for the<br />
proposal on appropriation of net profit for the parent company.<br />
GroUP aNd CHaNGES to tHE GroUP<br />
of <strong>Co</strong>NSoLidatEd <strong>Co</strong>MPaNiES<br />
aNd aSSoCiatEd <strong>Co</strong>MPaNiES<br />
<strong>Group</strong> of <strong>Co</strong>nsolidated <strong>Co</strong>mpanies<br />
In addition to the parent company L. <strong>Possehl</strong>, the consolidated<br />
financial statements include 27 domestic and 54 foreign production,<br />
trading, and service companies in which L. <strong>Possehl</strong> directly or indirectly<br />
holds a majority of voting rights. The option of not including certain<br />
subsidiaries provided by § 296 HGB was chosen for six companies<br />
due to their minor importance for the financial and earnings position<br />
of the <strong>Group</strong>. Shares in these subsidiaries are recognized at cost less<br />
any impairment losses. Further details are available in the attached<br />
overview of equity investments.<br />
38<br />
Changes to the <strong>Group</strong> of <strong>Co</strong>nsolidated <strong>Co</strong>mpanies<br />
Changes to the group of consolidated companies from acquisitions<br />
or additional share purchases relate to:<br />
On April 1, 2007 Harburg-Freudenberger Maschinenbau G<strong>mbH</strong><br />
acquired all of the shares of Pomini Rubber & Plastics S.r.l.<br />
On October 2, 2007 Hako-Werke International G<strong>mbH</strong> acquired an<br />
additional 38.7 % stake of Wega nova AG and now holds a total of<br />
69.6 % of the share capital, including indirect interests.<br />
In addition, as of October 1, 2007, L. <strong>Possehl</strong> increased its stake<br />
in Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG and Hako-Werke Beteiligungsverwaltungsgesellschaft<br />
<strong>mbH</strong> from 56.22 % to 100 %.<br />
The US-based Alumina Trading <strong>Co</strong>mpany and the Netherlandsbased<br />
Van Mannekus & <strong>Co</strong>. B.V. are no longer fully consolidated, but<br />
included in the consolidated financial statements using the equity<br />
method.<br />
associated <strong>Co</strong>mpanies<br />
Important equity investments are accounted for using the equity<br />
method if significant influence is exercised (associates). There are<br />
15 associated companies. Four companies are not accounted for<br />
using the equity method as they are of minor importance for the<br />
financial and earnings position of the <strong>Group</strong> within the meaning of<br />
§ 311 Para. 2 HGB.<br />
<strong>Co</strong>NSoLidatioN PriNCiPLES<br />
The financial statements of the companies included in the<br />
<strong>Group</strong>’s consolidated financial statements have been prepared<br />
according to uniform accounting principles. If the financial statements<br />
of associates differ significantly from the accounting principles applied<br />
within the <strong>Group</strong>, adjustments are made as necessary.
Equity is consolidated under the equity method by offsetting the<br />
carrying amount of the investment with the share of equity held at the<br />
time of acquisition. A positive difference between the carrying amount<br />
of the investment and the shares of equity held (goodwill) is offset<br />
against retained earnings in accordance with § 309 Para. 1 Sentence 3<br />
HGB. A negative difference is recognized in retained earnings if it is<br />
attributable to equity and as a separate item in provisions if it is<br />
predominantly an expense.<br />
Equity investments accounted for as associates are recognized in<br />
the consolidated financial statements with the share of equity under<br />
the equity method at the time of acquisition or at the time of initial<br />
consolidation. A positive difference is offset against retained earnings.<br />
If the share of equity is higher at the time of initial consolidation, only<br />
cost is recognized. In following years, the carrying amount is adjusted<br />
for the share of profit or loss from these companies and the difference<br />
is recognized in the income statement. Dividend payments for prior<br />
years are deducted, but not recognized in the income statement. Uniform<br />
equity accounting is not conducted for foreign companies.<br />
Receivables and liabilities as well as sales, expenses and income<br />
between consolidated companies are eliminated. Interim profits from<br />
trading are eliminated. Income from internal sales of the company’s<br />
own products are reclassified to capitalized own work or changes in<br />
inventories.<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
As they are of minor importance for the financial and earnings position<br />
of the <strong>Group</strong>, no interim profits from trading with associates need<br />
to be eliminated.<br />
Any impairment losses on intra-<strong>Group</strong> receivables recognized in<br />
the individual financial statements and impairment losses on shares in<br />
consolidated companies are reversed.<br />
Deferred tax assets and/or liabilities are recognized as necessary<br />
for consolidation procedures with effect on the income statement. In<br />
the consolidated financial statements, deferred tax assets and liabilities<br />
are offset against each other.<br />
CUrrENCy traNSLatioN<br />
The reporting currency of L. <strong>Possehl</strong> is the Euro. Currency translation<br />
of carrying amounts for subsidiaries in non-Euro countries takes<br />
place on a uniform basis at the middle rate on the balance sheet date.<br />
Any differences from a change in the exchange rate compared to the<br />
previous balance sheet date are recognized directly in equity.<br />
Translation of expenses and income, including the results for the<br />
year, takes place at average rates for the month. Currency differences<br />
from the use of different rates for translating the balance sheet and income<br />
statement are recognized in equity without effect on profit and<br />
loss in accordance with German Accounting Standard (GAS) 14.<br />
The following exchange rates were applied for the translation of the<br />
main foreign currencies in use in the <strong>Group</strong>:<br />
Rates in e as per<br />
balance sheet date Average rates in e<br />
<strong>Co</strong>untry Currency 2007 2006 2007 2006<br />
USA USD 0.67930 0.75930 0.73074 0.79722<br />
China RMB 0.09300 0.09728 0.09604 0.09997<br />
Hong Kong HKD 0.08711 0.09765 0.09374 0.10258<br />
Malaysia MYR 0.20541 0.21510 0.21259 0.21735<br />
Singapore SGD 0.47252 0.49500 0.48478 0.50164<br />
Translation differences for the opening amounts in the fixed asset<br />
schedule and provisions schedule and the schedule of changes in impairment<br />
losses between the exchange rate as of December 31, 2007<br />
and the previous balance sheet rate are recognized in retained earnings<br />
without effect on the income statement.<br />
39
aC<strong>Co</strong>UNtiNG PriNCiPLES<br />
intangible assets acquired for valuable consideration are carried<br />
at cost less scheduled amortization on a straight-line basis and any<br />
unscheduled amortization as necessary. Scheduled amortization<br />
normally takes place over the contractual or expected useful life of the<br />
individual assets. Licenses and similar rights are normally amortized<br />
over a useful life of one to five years.<br />
Goodwill resulting from initial consolidation is recognized directly<br />
in equity in the <strong>Group</strong>’s retained earnings. All other goodwill is<br />
amortized over the expected amortization period of up to 15 years.<br />
Property, plant, and equipment are carried at cost, less<br />
scheduled depreciation for use and any unscheduled depreciation as<br />
necessary. If the basis for unscheduled depreciation no longer exists,<br />
the assets are written back. <strong>Co</strong>sts of property, plant, and equipment<br />
produced internally include an appropriate portion of overhead costs,<br />
including depreciation of production equipment, as well as the direct<br />
costs. <strong>Co</strong>sts of debt financing are not included in production costs.<br />
Assets of minor value are fully depreciated in the year purchased and<br />
shown in the asset schedule under disposals.<br />
Public subsidies for the purchase or manufacture of assets are<br />
deducted from the cost of those assets.<br />
Property, plant, and equipment are normally depreciated over their<br />
expected useful life on a straight-line basis. In the Electronics division,<br />
tools are depreciated based on a combination of useful life and actual<br />
use over a maximum period of four years.<br />
Scheduled depreciation is based on the following assumptions of<br />
useful life:<br />
40<br />
years<br />
Buildings 20 – 50<br />
Technical plant and machinery 5 – 10<br />
Tools 1 – 4<br />
Operating and office equipment 3 – 10<br />
Carrying amounts for associated companies reported under financial<br />
assets are adjusted for the pro rata share of profit and loss, taking<br />
account of dividend payments. These adjustments are disclosed in the<br />
asset schedule as additions or disposals. Equity investments in subsidiaries<br />
that are not fully consolidated and other equity investments<br />
are recognized at cost less any impairment losses. Loans bearing no or<br />
a low rate of interest are recognized at present value. Interest bearing<br />
loans are always recognized at nominal value. Securities held as fixed<br />
assets are recognized at cost.<br />
inventories are carried at the lower of cost or quoted/market<br />
price or fair value on the balance sheet date. Production-related overhead<br />
costs and depreciation of production-related property, plant, and<br />
machinery are included in addition to direct costs of production.<br />
Financing costs are not included. Inventories are measured using the<br />
average cost method, except for precious metals, which are measured<br />
using the Last-in-First-out method, in line with common practice in<br />
the industry. Inventories are written down if their realizable value is<br />
diminished due to longer storage periods. The principle of “lower of<br />
cost or market” is respected.<br />
advanced payments received for inventories are deducted<br />
directly from the carrying amounts.<br />
receivables and other assets are normally recognized at the<br />
lower of nominal value or fair value as per the balance sheet date. Any<br />
risks are accounted for by individual write downs of 1 % of the carrying<br />
amount of receivables not written down individually.<br />
tax receivables and tax liabilities are normally recognized at the<br />
amount expected to be received or paid to the tax authorities.<br />
For the first time, pension provisions are measured according<br />
to the projected benefit credit method in line with IAS 19 taking into<br />
account future compensation and pension adjustments. The calculation<br />
is based on the following parameters:<br />
Actuarial interest rate 5.3 %<br />
Salary growth 3.0 %<br />
Pension growth 1.5 %
The biometric data underlying the measurement of pension<br />
pro visions were based on the actuarial tables G for 2005 by Dr. Klaus<br />
Heubeck. The difference of e 10.2 million between the previous valuation<br />
in line with § 6a German Income Tax Law (Einkommensteuergesetz,<br />
EstG) and the valuation in line with IAS 19 is reflected in earnings via<br />
the extraordinary result from pension provisions.<br />
other provisions were recognized for all available risks and uncertain<br />
obligations as necessary using reasonable commercial judgment.<br />
Longer-term provisions are only recognized at present value if the<br />
underlying obligation includes an interest portion.<br />
Liabilities are recognized at their repayment amount. Liabilities in<br />
foreign currencies are translated at the rate applicable as per the date<br />
they arose or the rate as per the balance sheet date.<br />
NotES to tHE <strong>Co</strong>NSoLidatEd BaLaNCE SHEEt<br />
fixed assets<br />
Detailed information is available in the schedule of changes in consolidated<br />
fixed assets. Historical cost as per January 1, 2007 includes<br />
adjustments for currency translation without effect on profit or loss of<br />
e 121,000 in intangible assets and e 11,320,000 in property, plant, and<br />
equipment.<br />
1. intangible assets<br />
in E ’000 12/31/2007 12/31/2006<br />
1. <strong>Co</strong>ncessions, commercial rights<br />
and similar rights and assets and<br />
licenses to such rights and assets 2,299 2,719<br />
2. Goodwill 486 572<br />
3. Advance payments received 6 6<br />
2,791 3,297<br />
This item mainly contains software. Only the amounts reported in<br />
the individual <strong>Group</strong> companies are shown as goodwill here. Goodwill<br />
arising on consolidation of equity is recognized directly in <strong>Group</strong> equity.<br />
In the reporting year, a total of e 8,533,000 was recognized without<br />
effect on the income statement.<br />
2. Property, Plant, and Equipment<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
in E ’000 12/31/2007 12/31/2006<br />
1. Land, equivalent titles, and<br />
buildings including buildings<br />
on leased land 62,487 61,524<br />
2. Technical plant and machinery 36,651 46,885<br />
3. Other plant, operating, and office<br />
equipment 17,055 11,393<br />
4. Advance payments made and<br />
plant under construction 4,093 8,456<br />
120,286 128,258<br />
The Production segment accounted for the majority of total capital<br />
expenditure of e 21,512,000 for property, plant, and equipment; in<br />
particular the divisions Cleaning Machines (e 9,460,000), Electronics<br />
(e 4,340,000), and Elastomer Processing (e 2,683,000).<br />
3. financial assets<br />
in E ’000 12/31/2007 12/31/2006<br />
1. Shares in affiliated companies 61 643<br />
2. Loans to affiliated companies 110 110<br />
3. Equity investments in associates 13,230 15,666<br />
4. Other equity investments 289 916<br />
5. Loans to investee and investor<br />
companies 5,515 4,397<br />
6. Securities held as fixed assets 348 39,518<br />
7. Other loans 1,219 1,944<br />
20,772 63,194<br />
The reduction in securities held as fixed assets reflects the sale of<br />
the equity stake in Norddeutsche Affinerie AG.<br />
The complete list of the parent company’s equity investments is<br />
published along with the financial statements in the electronic version<br />
of the German Federal Gazette.<br />
41
The following domestic subsidiaries are making use of the exemption<br />
provided by § 264 Para. 3 HGB regarding mandatory disclosure for<br />
the year 2007:<br />
Heimerle + Meule G<strong>mbH</strong>, Pforzheim<br />
Harburg-Freudenberger Maschinenbau G<strong>mbH</strong>, Hamburg<br />
<strong>Possehl</strong> Erzkontor G<strong>mbH</strong>, Lübeck<br />
<strong>Possehl</strong> Beteiligungsverwaltung G<strong>mbH</strong>, Lübeck<br />
Deutscher Eisenhandel AG, Lübeck<br />
ABT Vermögensverwaltungs-Gesellschaft <strong>mbH</strong>, Mönchengladbach<br />
The following domestic subsidiaries are making use of the<br />
exemption provided by § 264b HGB regarding mandatory disclosure<br />
for the year 2007:<br />
A. Monforts Textilmaschinen G<strong>mbH</strong> & <strong>Co</strong>. KG, Mönchengladbach<br />
Hako-Holding G<strong>mbH</strong> & <strong>Co</strong>. KG, Bad Oldesloe<br />
CUrrENt aSSEtS<br />
4. inventories<br />
in E ’000 12/31/2007 12/31/2006<br />
1. Raw materials, consumables,<br />
and supplies 61,626 62,001<br />
2. Work in progress 20,438 30,456<br />
3. Finished goods and merchandise 139,854 143,606<br />
4. Advance payments received 3,076 13,504<br />
42<br />
224,994 249,567<br />
Advanced payments received on orders of e 68,356,000 (previous<br />
year: e 73,458,000) were offset against inventories.<br />
5. receivables and other assets<br />
in E ’000 12/31/2007 12/31/2006<br />
1. trade receivables 212,161 199,260<br />
of which with a remaining term<br />
of more than 1 year 1,537 1,330<br />
2. other receivables and<br />
other assets<br />
Receivables from affiliated<br />
companies 1 1<br />
Receivables from investee and<br />
investor companies 4,402 4,252<br />
Other assets 25,264 24,747<br />
of which with a remaining term<br />
of more than 1 year 4,741 5,132<br />
29,667 29,000<br />
Receivables and other assets are recognized at nominal value, less<br />
individual write downs of e 6,197,000 (previous year: e 6,871,000) and<br />
a general write down of e 3,546,000 (previous year: e 3,380,000).<br />
Other assets include recoverable tax amounts of e 14,765,000<br />
(previous year: e 14,993,000).<br />
The corporation tax credit of e 4,687,000 in accordance with<br />
§ 37 German corporation tax law (Körperschaftsteuergesetz) was discounted<br />
at 4.3 % p.a., the same interest rate as in the previous year.<br />
6. Cash and Cash Equivalents<br />
in E ’000 12/31/2007 12/31/2006<br />
Bank balances 179,342 41,567<br />
Cash in hand and checks 587 426<br />
179,929 41,993<br />
Bank balances consist primarily of short-term Euro deposits.<br />
7. deferred tax assets<br />
Deferred tax assets and liabilities result from the different carrying<br />
amounts between the financial statements of domestic and foreign<br />
<strong>Group</strong> companies prepared according to commercial law and those<br />
prepared for tax purposes. Deferred taxes are also offset against consolidation<br />
entries with effect on profit and loss. No deferred tax assets<br />
are recognized for tax loss carryforwards. Deferred tax assets and<br />
liabilities are netted out and the balance is reported.
As per the balance sheet date, the capitalized amount is composed<br />
as follows:<br />
in E ’000 12/31/2007 12/31/2006<br />
Deferred tax assets 9,985 2,613<br />
Deferred tax liabilities -8,284 -8,679<br />
deferred tax assets (a provision<br />
in the prior year)<br />
1,701 -6,066<br />
8. Equity<br />
The schedule of changes in shareholders’ equity has been drawn up<br />
in accordance with GAS 7.<br />
Subscribed capital consists of the common equity of the parent<br />
company, L. <strong>Possehl</strong>, held by the sole shareholder, <strong>Possehl</strong>-Stiftung.<br />
Retained earnings consist of the parent company’s share of total<br />
consolidated and retained net income. It includes all earnings components<br />
with effect on the income statement including consolidation<br />
effects through the income statement.<br />
in E ’000 01/01/2007<br />
Exchange rate<br />
differences<br />
Change in<br />
group of<br />
consolidated<br />
companies<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
Accumulated other <strong>Group</strong> earnings consist of all transactions not<br />
recognized through the income statement. The change in the reporting<br />
year mainly relates to goodwill from company acquisitions offset<br />
directly without effect on the income statement.<br />
Minority interests relate mainly to the two Chinese companies<br />
Shenzen <strong>Possehl</strong> SEG Electronics <strong>Co</strong>. Ltd. and Dongguan <strong>Possehl</strong> SEG<br />
Electronics <strong>Co</strong>. Ltd. (20 % respectively).<br />
9. Pension Provisions<br />
Provisions for pensions exist almost exclusively at the parent company<br />
and the domestic subsidiaries. Pension provisions consist of<br />
1,784 (previous year: 1,837) future pensions and 1,078 (previous year:<br />
1,054) current pensions for eligible active and former employees and<br />
their surviving dependents. The amount of the pensions paid depends<br />
on the length of service and the salaries or contributions of the<br />
beneficiaries.<br />
10. other Provisions<br />
in E ’000 12/31/2007 12/31/2006<br />
1. Provisions for deferred taxes 0 6,066<br />
2. Other provisions for taxes 10,284 7,450<br />
3. Other provisions 89,033 87,706<br />
99,317 101,222<br />
Changes in other provisions for taxes and other provisions in the<br />
reporting year were as follows:<br />
Reclassification<br />
Used Reversals Additions 12/31/2007<br />
other provisions for taxes 7,450 -132 0 3,106 -5,472 -133 5,465 10,284<br />
Personnel 32,372 -269 508 -590 -22,070 -2,185 27,401 35,167<br />
Warranties 11,238 -41 377 -585 -2,628 -1,540 5,727 12,548<br />
Accounting 1,838 -16 -36 -95 -1,470 -88 1,664 1,797<br />
Outstanding invoices 9,142 -168 -83 182 -7,120 -1,286 7,532 8,199<br />
Other 33,116 -144 90 -1,646 -18,217 -2,838 20,961 31,322<br />
other provisions 87,706 -638 856 -2,734 -51,505 -7,937 63,285 89,033<br />
43
Personnel provisions primarily relate to obligations toward staff for<br />
anniversary gifts, outstanding vacation entitlement, overtime, annual<br />
bonuses, and partial early retirement as well as severance packages<br />
and social compensation plans.<br />
The item Accounting covers accounting work in the current year<br />
relating to the reporting year and the internal and external costs of<br />
preparing, auditing, and publishing the financial statements.<br />
The other provisions mostly include obligations for disposing of<br />
pollution, for guarantees and litigation, as well as for annuities. This<br />
item also includes a negative difference from the consolidation of<br />
equity and attributable to expense. Changes in this item in the reporting<br />
year were as follows:<br />
44<br />
e ’000<br />
01/01/2007 8,107<br />
Reversals -5,989<br />
Additions 4,682<br />
12/31/2007 6,800<br />
Additions result from the acquisition of the remaining shares in<br />
Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG and Hako-Werke Beteiligungsverwaltungsgesellschaft<br />
<strong>mbH</strong>.<br />
11. Liabilities<br />
in E ’000 Up to 1 year 1 – 5 years Over 5 years total<br />
1. Liabilities toward banks<br />
(previous year)<br />
2. accounts payable<br />
(previous year)<br />
3. other liabilities<br />
Liabilities from bills drawn<br />
(previous year)<br />
Liabilities toward affiliated companies<br />
(previous year)<br />
Liabilities toward investee and investor companies<br />
(previous year)<br />
Other liabilities<br />
(previous year)<br />
total other liabilities<br />
(previous year)<br />
Liabilities of e 12,371,000 (previous year: e 17,196,000) are<br />
secured by liens and retention of title.<br />
Other liabilities include:<br />
in E ’000 12/31/2007 12/31/2006<br />
Taxes 6,909 6,785<br />
Social security 2,358 2,851<br />
Shareholders (of which <strong>Possehl</strong>-<br />
Stiftung € 53,655,000;<br />
previous year: € 50,416,000) 53,923 55,512<br />
Other 21,519 20,492<br />
67,520<br />
(96,228)<br />
94,894<br />
(97,926)<br />
7,818<br />
(5,771)<br />
30<br />
(30)<br />
626<br />
(206)<br />
83,786<br />
(84,637)<br />
92,260<br />
(90,644)<br />
93,824<br />
(56,299)<br />
0<br />
(54)<br />
0<br />
(–)<br />
0<br />
(–)<br />
0<br />
(–)<br />
896<br />
(1,003)<br />
896<br />
(1,003)<br />
84,709 85,640<br />
4,672<br />
(6,320)<br />
0<br />
(–)<br />
0<br />
(–)<br />
0<br />
(–)<br />
0<br />
(–)<br />
27<br />
(–)<br />
27<br />
(–)<br />
166,016<br />
(158,847)<br />
94,894<br />
(97,980)<br />
7,818<br />
(5,771)<br />
30<br />
(30)<br />
626<br />
(206)<br />
84,709<br />
(85,640)<br />
93,183<br />
(91,647)
NotES to tHE <strong>Co</strong>NSoLidatEd<br />
iN<strong>Co</strong>ME StatEMENt<br />
12. Net Sales<br />
The breakdown of consolidated net sales of e 1,521,695,000 (previous<br />
year: e 1,452,163,000) according to division and region is shown<br />
in the segment reporting.<br />
13. Changes in finished Goods, Work in Progress,<br />
and Capitalized own Work<br />
in E ’000 2007 2006<br />
Changes in finished goods<br />
and work in progress -26,905 -854<br />
Other capitalized own work 1,257 1,191<br />
14. other operating income<br />
-25,648 337<br />
in E ’000 2007 2006<br />
Income from reversal of provisions 8,621 6,341<br />
Income from write backs and receipt<br />
of written off receivables 447 2,578<br />
Income from rents and leases 3,457 3,325<br />
Currency gains 2,945 1,492<br />
Insurance rebates 2,105 711<br />
Gains on disposals of assets and write<br />
backs 2,112 1,686<br />
Gains on disposals of fully consolidated<br />
subsidiaries 143 133<br />
Other 15,062 8,502<br />
34,892 24,768<br />
Gains on disposal of fully consolidated subsidiaries show the total<br />
gain from the disposal of individual assets and liabilities of subsidiaries<br />
no longer included in the group of consolidated companies. Deconsolidation<br />
takes place with full effect on profit and loss, including the<br />
differences recognized in the consolidated financial statements.<br />
15. <strong>Co</strong>st of Materials<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
in E ’000 2007 2006<br />
Expenses of raw materials,<br />
c onsumables, and accessories<br />
as well as of purchased goods 930,561 898,309<br />
Expenses of purchased services 58,353 48,582<br />
16. Employee Expenses<br />
988,914 946,891<br />
in E ’000 2007 2006<br />
Wages and salaries 219,616 210,136<br />
Social security contributions 40,340 39,496<br />
Pension payments 9,267 8,534<br />
269,223 258,166<br />
The average number of employees by group was as follows:<br />
2007 2006<br />
Manual workers 3,703 3,508<br />
Salaried employees 3,142 3,298<br />
Apprentices 167 152<br />
7,012 6,958<br />
The number of employees in the individual divisions is shown in the<br />
segment reporting.<br />
17. depreciation and amortization<br />
Depreciation and amortization in the previous year included<br />
unscheduled depreciation and amortization of e 181,000 on intangible<br />
assets and property, plant, and equipment.<br />
45
18. other operating Expenses<br />
in E ’000 2007 2006<br />
Freight charges 21,051 18,970<br />
Other selling costs 38,791 38,255<br />
Maintenance costs 15,327 18,167<br />
Rental and leasing expenses 15,015 14,351<br />
Other operating expenses 19,647 13,666<br />
Legal, IT, and consultancy expenses 12,344 13,639<br />
Insurance expenses 6,664 4,773<br />
Currency losses 4,596 2,765<br />
Other administrative expenses 16,013 18,278<br />
Personnel leasing expenses 4,144 4,551<br />
Other employee expenses 5,685 5,732<br />
Expenses for individual and general<br />
write downs 2,830 2,473<br />
Other impairment losses on current<br />
assets 2,279 1,233<br />
Losses on disposal of fixed assets 230 705<br />
Losses on disposal of fully<br />
consolidated subsidiaries 164 87<br />
Other 10,698 9,101<br />
19. result of Equity investments<br />
46<br />
175,478 166,746<br />
in E ’000 2007 2006<br />
Earnings from equity investments<br />
in associates 8,556 5,267<br />
Earnings from securities<br />
(dividend income) 3,915 3,397<br />
Earnings from affiliated companies 0 177<br />
20. interest result<br />
12,471 8,841<br />
in E ’000 2007 2006<br />
Interest income on loans and<br />
securities held as fixed financial assets 206 276<br />
Other interest and similar income 6,747 3,576<br />
Interest paid and similar expense -17,276 -17,865<br />
-10,323 -14,013<br />
Affiliated companies account for interest expense of e 1,000 (previous<br />
year: e 19,000).<br />
21. other financial result<br />
in E ’000 2007 2006<br />
Write downs on financial assets -119 -1<br />
In contrast to the previous year, dividend income is included in<br />
equity investments. The previous year’s amount of e 3,397,000 was<br />
reclassified accordingly.<br />
22. Extraordinary income/Extraordinary result<br />
The indicated amount relates to the gain on the sale of the equity<br />
stake in Norddeutsche Affinerie AG.<br />
The previous year’s amount related solely to the gain on the sale of<br />
shares in Süd-Chemie AG.<br />
23. Extraordinary Expense<br />
The indicated amount relates solely to the allocation of the<br />
difference resulting from the conversion to valuing pension provisions<br />
in line with IAS 19.<br />
24. income taxes<br />
Income taxes cover taxes, paid or due, on income in the individual<br />
countries as well as deferred taxes. Taxes on income consist of trade<br />
tax, corporation tax, solidarity surcharge, and the equivalent foreign<br />
income taxes. Deferred taxes recognized in the individual financial<br />
statements are adopted insofar as they conform to uniform <strong>Group</strong><br />
accounting principles. Otherwise, deferred taxes are eliminated, e.g.<br />
deferred tax assets on tax loss carryforwards.<br />
To the extent that consolidation procedures result in deferred<br />
taxes, tax rates of 7.5 % and 40 % are applied depending on the business<br />
and the country. In the reporting year, income taxes include a net<br />
deferred tax gain of e 4,035,000. In determining deferred taxes, a<br />
reduction in the corporate tax in Germany to approximately 30 %<br />
beginning in 2008 was taken into account.<br />
Of total tax expense, a net gain of e 1,877,000 is due to prior<br />
years.<br />
25. other taxes<br />
This item primarily consists of land tax, real estate transfer tax, and<br />
vehicle taxes as well as sales tax not deductible abroad.
NotES to tHE <strong>Co</strong>NSoLidatEd<br />
CaSH fLoW StatEMENt<br />
In accordance with GAS 2, the cash flow statement shows changes<br />
in the net cash position of the <strong>Possehl</strong> <strong>Group</strong> over the course of the<br />
year from positive and negative cash flows. Cash flows from operating<br />
activities are derived indirectly via consolidated net profit.<br />
Cash and cash equivalents disclosed as per the balance sheet<br />
date is the total of cash in hand, bank balances, and checks and is<br />
consistent with the carrying amount in the balance sheet.<br />
Other non-cash expenses mainly include additions to individual<br />
write downs and expenses due to impairment or disposal of fixed or<br />
current assets. Non-cash income primarily consists of changes in<br />
equity valuations, reversals of individual write downs, and write backs<br />
in inventories.<br />
NotES to SEGMENt rEPortiNG<br />
<strong>Group</strong> activities are primarily divided into segments according to<br />
the internal reporting lines and divisional <strong>Group</strong> management. The<br />
division according to geographical regions is secondary. Businesses<br />
and regions not allocated elsewhere are combined in a category of<br />
their own.<br />
divisions<br />
The Production segment covers the divisions Electronics, Precious<br />
Metals Processing, Special-purpose <strong>Co</strong>nstruction, Elastomer Pro cessing,<br />
Cleaning Machines, and Textile Finishing Systems.<br />
The trading segment consists of <strong>Group</strong> companies dealing in<br />
international trading of minerals, ores, metals, plastics, and chemicals.<br />
The range of services is supplemented by upstream and downstream<br />
processing, milling, and recycling.<br />
The segment Services includes <strong>Group</strong> companies involved in<br />
Environmental Protection and Broker Activities.<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
Central head office services provided by Holding and interim<br />
Holding <strong>Co</strong>mpanies are combined in this segment, along with the<br />
equity investments managed by them.<br />
Geographical regions<br />
The secondary division is into the regions of Germany, other<br />
Europe, Asia, America, and other regions.<br />
Segment data<br />
The data in the segment reporting is based on the accounting<br />
principles used for the consolidated financial statements and explained<br />
in the notes. They have been prepared as for financially and legally<br />
independent companies, i.e. without eliminating transactions between<br />
segments. Reconciliation of balances and movements within the items<br />
of the consolidated balance sheet and consolidated income statement<br />
therefore represents the extent of consolidation between segments.<br />
External net sales include sales income from the sale of products<br />
and services to third parties. Inter-segment sales result from sales of<br />
products and services between individual segments. Offsetting takes<br />
place at market prices.<br />
The segment result is shown as earnings before taxes (EBT). It does<br />
not include extraordinary earnings and therefore corresponds to earnings<br />
from ordinary operations.<br />
To isolate the segment assets, tax claims are deducted from gross<br />
assets. Segment liabilities include provisions and long-term and shortterm<br />
liabilities as well as financial liabilities. Liabilities from income<br />
taxes are not segmented.<br />
Investments include expenditures for fixed intangible assets as well<br />
as property, plant, and equipment.<br />
The balance of other non-cash items primarily consists of write<br />
backs, depreciation, and amortization of current assets, changes in<br />
inventories, and capitalized own work as well as changes in write<br />
downs and provisions.<br />
For the geographical segmentation, sales are divided according to<br />
the location of the customer. Segment assets and investments are<br />
calculated based on the location of the <strong>Group</strong> company.<br />
47
otHEr diSCLoSUrES<br />
<strong>Co</strong>ntingent Liabilities<br />
in E ’000 12/31/2007 12/31/2006<br />
Acceptance liability for drafts 7,581 3,020<br />
Financial guarantees 541 728<br />
Guarantees/warranties 7,844 8,498<br />
other financial obligations<br />
48<br />
15,966 12,246<br />
in E ’000 12/31/2007 12/31/2006<br />
rental/Leasing and other<br />
contractual obligations (face value) 112,559 104,097<br />
with term structure<br />
up to 1 year 22,475 17,264<br />
1 – 5 years 46,592 37,164<br />
over 5 years 43,492 49,669<br />
Purchase commitments for<br />
investments 2,916 3,048<br />
115,475 107,145<br />
derivative financial instruments<br />
Derivative financial instruments are used in the <strong>Group</strong> only to hedge<br />
currency and interest rate risks. The instruments used consist of<br />
unconditional forward contracts for currencies and currency or interest<br />
rate swaps.<br />
The forward currency contracts are mainly over-the-counter<br />
forward contracts on US dollar and Euro bases. As well as hedging<br />
items of the balance sheet, imminent payment obligations from<br />
procurement transactions are also hedged against anticipated unfavorable<br />
exchange rate movements.<br />
The currency swaps are short-term. Interest rate swaps have<br />
settlement dates up to 2012.<br />
The following table lists the nominal amounts and market values of<br />
the financial instruments:<br />
in E ’000<br />
Nominal<br />
amount<br />
12/31/2007<br />
Market value<br />
12/31/2007<br />
Forward currency contracts 13,956 1,513<br />
Currency options 3,450 146<br />
Interest rate and currency swaps 62,548 136<br />
Financial instruments are measured using the mark to market<br />
method. The market value of financial instruments is calculated as the<br />
total value of all instruments as per the balance sheet date, without<br />
accounting for the underlying transactions.<br />
total remuneration of the Executive Board, advisory <strong>Co</strong>uncil,<br />
and Supervisory Board<br />
The members of the Executive Board received total remuneration<br />
of e 2,355,000 (previous year: e 2,341,000) for the performance of<br />
their duties in the parent company and subsidiaries, the members<br />
of the Advisory <strong>Co</strong>uncil received e 80,000 (previous year: e 80,000),<br />
and the members of the Supervisory Board e 28,000 (previous year:<br />
e 31,000).<br />
Former members of the Executive Board and their surviving dependents<br />
received e 809,000 (previous year: e 718,000). Obligations from<br />
current pensions and pension entitlements are covered by provisions of<br />
e 8,312,000 (previous year: e 8,082,000).<br />
Proposal on appropriation of Profits of the Parent <strong>Co</strong>mpany<br />
in E ’000<br />
Net profit for 2007 76,744,023.39<br />
Profit carried forward from the previous year 251.70<br />
Balance sheet profit 76,744,275.09<br />
The Executive Board proposes appropriating the balance sheet<br />
profit of e 76,744,275.09 as follows: an amount of e 8,000,000.00 to<br />
the sole shareholder, <strong>Possehl</strong>-Stiftung, an amount of e 68,700,000.00<br />
to be transferred to other earnings reserves, and the remainder of<br />
e 44,275.09 is to be carried forward.<br />
Lübeck, Germany, March 19, 2008<br />
L. <strong>Possehl</strong> & <strong>Co</strong>.<br />
mit beschränkter Haftung (limited)<br />
The Executive Board<br />
Uwe Lüders Norbert Scheuch
auditors’ report *<br />
We have audited the consolidated financial statements prepared by L. <strong>Possehl</strong> & <strong>Co</strong>. mit beschränkter Haftung,<br />
Lübeck, – comprised of the balance sheet, income statement, notes, cash flow statement, and statement of changes<br />
in equity as well as the segment reporting and the <strong>Group</strong> management report for the fiscal year from January 1, 2007<br />
to December 31, 2007. The preparation of the consolidated financial statements and the <strong>Group</strong> management report in<br />
accordance with German commercial law regulations is the responsibility of the legal representatives of the <strong>Co</strong>mpany.<br />
Our responsibility is to express an opinion on the consolidated financial statements and the <strong>Group</strong> management report<br />
based on our audit.<br />
We conducted our audit of the consolidated annual financial statements in accordance with section 317 HGB and<br />
the generally accepted standards for the audit of financial statements promulgated by the German Institute of Auditors<br />
(Institut der Wirtschaftsprüfer, IDW). Those standards require that we plan and perform the audit so as to obtain<br />
reasonable assurance that any inaccuracies or violations that have a material effect on the presentation of the net<br />
assets, financial position, and results of operations conveyed by the consolidated financial statements and the<br />
principles of reliable accounting methods and by the <strong>Group</strong> management report are identified. Knowledge of the<br />
business activities as well as the economic and legal environment of the <strong>Group</strong> and evaluations of possible misstatements<br />
are taken into account in the determination of audit procedures. The effectiveness of the accounting- related<br />
internal control system as well as verification of the information in the consolidated financial statements and the<br />
<strong>Group</strong> management report is examined primarily on a test basis within the framework of the audit. The audit includes<br />
assessing the annual financial statements of the companies included in the consolidated financial statements, the<br />
definition of the group of consolidated companies, the accounting principles used and significant estimates made by<br />
the legal represen tatives, as well as evaluating the overall presentation of the consolidated financial statements and<br />
the <strong>Group</strong> management report. We believe that our audit provides a reasonable basis for our opinion.<br />
Our audit has not led to any reservations.<br />
According to our assessment based on the knowledge gained during the audit, the consolidated financial statements<br />
comply with the legal provisions and convey an accurate picture of the net assets, financial position, and results of operations<br />
of the <strong>Group</strong>, while observing the principles of reliable accounting methods. The <strong>Group</strong> management report is in<br />
agreement with the consolidated financial statements, conveys an accurate image of the position of the <strong>Group</strong> and accurately<br />
represents the opportunities and risks of future development.<br />
Hamburg, Germany, March 19, 2008<br />
BDO Deutsche Warentreuhand<br />
Aktiengesellschaft<br />
Wirtschaftsprüfungsgesellschaft<br />
Dyckerhoff Herbers<br />
Auditor Auditor<br />
*Translation of German Auditors’ Report<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
49
overview of Participation<br />
Shareholdings<br />
on December 31, 2007<br />
Name registered in<br />
<strong>Co</strong>nsolidated <strong>Group</strong> companies<br />
50<br />
Share of capital<br />
in %<br />
Precious Metals Processing<br />
Heimerle + Meule G<strong>mbH</strong> Pforzheim, Germany 100.00<br />
Electronics<br />
<strong>Possehl</strong> Electronics N.V. ’s-Hertogenbosch, The Netherlands 100.00<br />
<strong>Possehl</strong> Electronics Deutschland G<strong>mbH</strong> Wedel, Germany 100.00<br />
<strong>Possehl</strong> Electronics France S.A.S. Roche la Molière, France 100.00<br />
<strong>Possehl</strong> Electronics Nederland B.V. ’s-Hertogenbosch, The Netherlands 100.00<br />
<strong>Possehl</strong> Electronics Maroc S.A.R.L. Casablanca, Morocco 100.00<br />
<strong>Possehl</strong> Electronics Hong Kong Ltd. Hong Kong, China 100.00<br />
<strong>Possehl</strong> Laminates Ltd. Hong Kong, China 100.00<br />
Shenzhen <strong>Possehl</strong> SEG Electronics <strong>Co</strong>. Ltd. Shenzhen, China 80.00<br />
Dongguan <strong>Possehl</strong> SEG Electronics <strong>Co</strong>. Ltd. Machong, China 80.00<br />
<strong>Possehl</strong> Electronics (Malaysia) Sdn. Bhd. Malakka, Malaysia 100.00<br />
<strong>Possehl</strong> Electronics Singapore Pte. Ltd. Jurong Town, Singapore 100.00<br />
<strong>Possehl</strong> <strong>Co</strong>nnector Services Illinois, LLC Elk Grove Village, USA 100.00<br />
<strong>Possehl</strong> <strong>Co</strong>nnector Services SC, Inc. Rock Hill, USA 100.00<br />
<strong>Possehl</strong> (Malaysia) Sdn. Bhd. Malakka/Malaysia 100.00<br />
Special-purpose <strong>Co</strong>nstruction<br />
<strong>Possehl</strong> Spezialbau G<strong>mbH</strong> Wiesbaden, Germany 100.00<br />
<strong>Possehl</strong> Aannemingsmaatschappij B.V. Oosterhout, The Netherlands 100.00<br />
<strong>Possehl</strong> Spezialbau Ges.m.b.H. Griffen, Austria 100.00<br />
<strong>Possehl</strong> Iberica S.A. Madrid, Spain 100.00<br />
<strong>Possehl</strong> Posebne Gradnje d.o.o. Maribor, Slovenia 100.00<br />
<strong>Possehl</strong> Posebne Gradnje d.o.o. Jastrebarsko, Croatia 100.00<br />
IOOO <strong>Possehl</strong> Spezstroj Minsk, Belarus 100.00<br />
DFT Deutsche Flächen-Technik Industrieboden G<strong>mbH</strong> Bremen, Germany 100.00<br />
Elastomer Processing<br />
Harburg-Freudenberger Maschinenbau G<strong>mbH</strong> Hamburg, Germany 100.00<br />
Harburg-Freudenberger (France) S.A.R.L. La <strong>Co</strong>urvignon, France 100.00<br />
Harburg-Freudenberger Belisˇ ć e d.o.o. Belisˇ ć e, Croatia 95.00<br />
HF Rubber Machinery, Inc. Topeka, USA 100.00<br />
Pomini Rubber & Plastics S.r.l. Milan, Italy 100.00<br />
textile finishing Systems<br />
A. Monforts Textilmaschinen G<strong>mbH</strong> & <strong>Co</strong>. KG Mönchengladbach, Germany 100.00<br />
A. Monforts Textilmaschinen-Verwaltungs-G<strong>mbH</strong> Mönchengladbach, Germany 100.00<br />
Monforts Service-Gesellschaft <strong>mbH</strong> Mönchengladbach, Germany 100.00<br />
Montex Maschinenfabrik Ges.m.b.H. St. Stefan Lavanttal, Austria 100.00<br />
ABT Vermögensverwaltungsgesellschaft <strong>mbH</strong> Mönchengladbach, Germany 100.00<br />
Favour State Limited British Virgin Islands, Great Britain 100.00<br />
Cleaning Machines<br />
Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG Bad Oldesloe, Germany 100.00<br />
Hako-Werke Beteiligungsverwaltungs-G<strong>mbH</strong> Bad Oldesloe, Germany 100.00<br />
Hako-Werke G<strong>mbH</strong> Bad Oldesloe, Germany 100.00<br />
Hako-Werke International G<strong>mbH</strong> Bad Oldesloe, Germany 100.00<br />
Hako Service G<strong>mbH</strong> Bad Oldesloe, Germany 100.00
Name Registered in<br />
Letter from the Executive Board<br />
<strong>Co</strong>mpany Boards<br />
Report of the <strong>Co</strong>ntrolling Boards<br />
Successful over the Long Term<br />
<strong>Group</strong> Management Report<br />
<strong>Co</strong>nsolidated Financial Statements<br />
Further Information<br />
Share of capital<br />
in %<br />
Hako-Werke Verwaltungsgesellschaft <strong>mbH</strong> Bad Oldesloe, Germany 100.00<br />
RZ-Service G<strong>mbH</strong> Bad Oldesloe, Germany 100.00<br />
ZGM G<strong>mbH</strong> Remscheid, Germany 100.00<br />
Hako Benelux Holding B.V. Andelst, The Netherlands 100.00<br />
Hako B.V. Andelst, The Netherlands 100.00<br />
Hilco Chemie B.V. Andelst, The Netherlands 100.00<br />
N.V. Hako Belgium S.A. Erpe-Mere, Belgium 100.00<br />
Labor Hako S.A.S. Plaisir, France 99.90<br />
Sadimato S.A.S. Plaisir, France 99.98<br />
SCI L’Hermitage Plaisir, France 99.67<br />
Solvert S.A.S. Plaisir, France 98.00<br />
Hako España S.A. Barcelona, Spain 100.00<br />
Hako Polska Sp. z o.o. Krakow, Poland 100.00<br />
Hako Technology Sp. z o.o. Swieszyno, Poland 100.00<br />
Hako Machines Ltd. Crick, Great Britain 100.00<br />
Hako Ground & Garden AB Halmstad, Sweden 100.00<br />
Hako Ground & Garden A/S Oslo, Norway 100.00<br />
OY Hako Ground & Garden AB Helsinki, Finland 100.00<br />
Minuteman International, Inc. Addison, USA 100.00<br />
Multiclean, Inc. Shoreview, USA 100.00<br />
Minuteman Canada, Inc. Quebec, Canada 100.00<br />
Minuteman PowerBoss <strong>Co</strong>rporation Aberdeen, USA 100.00<br />
Minuteman European B.V. Nieuw-Vennep, The Netherlands 100.00<br />
I & B Cleaning Equipment Ltd. Hong Kong, China 60.56<br />
Hako Australia Pty. Ltd. Rydalmere, Australia 98.60<br />
Kommobil Vertriebsgesellschaft <strong>mbH</strong> i.L. Waltershausen, Germany 100.00<br />
WEGA nova AG Sursee, Switzerland 69.60<br />
International Trading<br />
<strong>Possehl</strong> Erzkontor G<strong>mbH</strong> Lübeck, Germany 100.00<br />
IRS Stahlhandel G<strong>mbH</strong> Krefeld, Germany 100.00<br />
Mineralmahlwerk C. Welsch G<strong>mbH</strong> Wesel, Germany 100.00<br />
GeoCrete B.V. Schiedam, The Netherlands 100.00<br />
<strong>Possehl</strong> Erzkontor Hong Kong Limited Hong Kong, China 100.00<br />
<strong>Possehl</strong>, Inc. Park Ridge, USA 100.00<br />
<strong>Possehl</strong> AE Athens, Greece 99.00<br />
<strong>Possehl</strong> (H.K.) Limited Hong Kong, China 100.00<br />
Services<br />
<strong>Possehl</strong> Umweltschutz G<strong>mbH</strong> Lübeck, Germany 100.00<br />
Gesellschaft für das Recycling kontaminierter Industriebrachen <strong>mbH</strong> Lübeck, Germany 100.00<br />
Teutonia Fracht- und Assekuranzkontor G<strong>mbH</strong> Lübeck, Germany 100.00<br />
Lubeca Versicherungskontor G<strong>mbH</strong> Lübeck, Germany 100.00<br />
Investments<br />
<strong>Possehl</strong> Beteiligungsverwaltung G<strong>mbH</strong> Lübeck, Germany 100.00<br />
<strong>Possehl</strong> (H.K.) Holdings Ltd. Hong Kong, China 100.00<br />
Deutscher Eisenhandel AG Lübeck, Germany 100.00<br />
51
Shareholdings<br />
on December 31, 2007<br />
Name Registered in<br />
Non-consolidated <strong>Group</strong> companies<br />
52<br />
Share of capital<br />
in %<br />
<strong>Possehl</strong> Sicherheitstechnik G<strong>mbH</strong> Lübeck, Germany 100.00<br />
Lübeck Linie G<strong>mbH</strong> Lübeck, Germany 100.00<br />
Harburg-Freudenberger RUS Moscow, Russia 100.00<br />
<strong>Possehl</strong> <strong>Co</strong>nnector Services, Inc. Rock Hill, USA 100.00<br />
<strong>Possehl</strong> S. Africa (Proprietary) Ltd. Johannesburg, South Africa 100.00<br />
Harburg-Freudenberger Machinery (China) <strong>Co</strong>. Ltd. Quingdao, China 100.00<br />
Associated companies<br />
o.m.t. Oberflächen- und Materialtechnologie G<strong>mbH</strong> Lübeck, Germany 25.00<br />
Beck & <strong>Co</strong>. Industriebedarf G<strong>mbH</strong> & <strong>Co</strong>. KG Neuss, Germany 48.75<br />
Holsteiner Humus und Erden G<strong>mbH</strong> Lübeck, Germany 33.33<br />
<strong>Possehl</strong> Kehrmann G<strong>mbH</strong> Duisburg, Germany 50.00<br />
Roots Multiclean Ltd. <strong>Co</strong>imbatore, India 26.00<br />
Monforts Fong’s Textile Machinery <strong>Co</strong>. Ltd. Hong Kong, China 50.00<br />
Monforts Fong’s Textile Machinery (Shenzhen) <strong>Co</strong>. Ltd. Shenzhen, China 50.00<br />
Monforts Fong’s Textile Machinery (Macao <strong>Co</strong>mmercial Offshore) <strong>Co</strong>. Ltd. Macao, China 50.00<br />
Van Mannekus & <strong>Co</strong>. B.V. Schiedam, The Netherlands 50.00<br />
Alumina Trading <strong>Co</strong>. Park Ridge, USA 50.00<br />
Tianjin Huade Mineral Product <strong>Co</strong>. Ltd. Tanggu, China 30.00<br />
Other non-associated companies over 20%<br />
Aravio Grundstücksverwaltungsgesellschaft <strong>mbH</strong> & <strong>Co</strong>. Objekt Braunschweig KG Wiesbaden, Germany 90.00<br />
Aristo Grundstücksverwaltungsgesellschaft <strong>mbH</strong> & <strong>Co</strong>. Objekt Halle KG Wiesbaden, Germany 95.65<br />
Pafravo Grundstücksverwaltungsgesellschaft <strong>mbH</strong> & <strong>Co</strong>. Vermietungs-KG Pöcking, Germany 94.00<br />
Patrimo Grundstücksverwaltungsgesellschaft <strong>mbH</strong> & <strong>Co</strong>. KG Pöcking, Germany 94.00<br />
Parosso Grundstücksverwaltungsgesellschaft <strong>mbH</strong> & <strong>Co</strong>. KG Pöcking, Germany 94.00<br />
Bahners G<strong>mbH</strong> Neuss, Germany 50.00<br />
Nordsalz G<strong>mbH</strong> Leer, Germany 50.00<br />
DIP Gesellschaft für Dienstleistungen <strong>mbH</strong> Bad Oldesloe, Germany 35.00<br />
Di.Hako-Tec G<strong>mbH</strong> Trappenkamp, Germany 49.00<br />
Di.Hako-Log G<strong>mbH</strong> Trappenkamp, Germany 49.00
CONTACT AND IMPRINT<br />
L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />
Beckergrube 38-52<br />
23552 Lübeck, Germany<br />
Phone: 49 (0) 451 148 – 0<br />
Fax: 49 (0) 451 148 – 255<br />
E-mail: info@possehl.de<br />
Please contact:<br />
Mario Schreiber<br />
Head of <strong>Co</strong>rporate <strong>Co</strong>mmunications<br />
Phone: 49 (0) 451 148 – 304<br />
Fax: 49 (0) 451 148 – 1153<br />
E-mail: mschreiber@possehl.de<br />
Notes<br />
The annual report is available in both<br />
German and English.<br />
More information on the company is available<br />
on our website at<br />
www.possehl.de.<br />
Imprint<br />
Editor: The Executive Board of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />
<strong>Co</strong>ordinator: Mario Schreiber<br />
<strong>Co</strong>ncept and Design: Berichtsmanufaktur G<strong>mbH</strong>, Hamburg<br />
Photos: <strong>Possehl</strong> <strong>Group</strong>, <strong>Co</strong>rbis, Fotolia, Plainpicture<br />
Status: May 2008<br />
© L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong>, Lübeck
www.possehl.de