PDF, 3.2 MB - Pfleiderer AG
PDF, 3.2 MB - Pfleiderer AG PDF, 3.2 MB - Pfleiderer AG
Company Report Corporate portfolio more focused following disposal of Business Center Poles & Towers and other marginal operations Pre-tax results for continued operations up by 76.5 percent to 31.6 million euros Equity ratio improves to 32.6 percent (including minority interests) Net corporate indebtedness reduced by around 133 million euros to 122.9 million euros Focusing on Core Competences In a move to further reduce corporate indebtedness and to strengthen its equity ratio, the Pfleiderer Group disposed of its Business Center Poles & Towers (both US and European operations) in fiscal 2004, as well as its Business Units water systems and Wind Energy. In January 2004, Pfleiderer AG and Fuhrländer AG set up a joint holding company to incorporate all onshore wind energy activities from both sides. In this newly formed company Fuhrländer AG holds the majority stake and is responsible for managing operations. Under the terms of agreement, the new joint venture took over with immediate effect all of Pfleiderer Wind Energy’s onshore activities, including its customer base, patents, licenses and proprietary rights. In February 2004, the Pfleiderer Group sold its US concrete and steel poles and towers operations to Valmont Industries, Inc., a world market leader for poles, supports and infrastructure technology. The transaction included seven concrete and steel pole plants in the USA with annual sales of over 75 million dollars. The purchase price came to 115 million dollars, of which 105 million dollars was paid in cash. The remaining activities of the Business Center Poles & Towers were disposed of in two further stages. On July 1, 2004, steel tower production for wind converters, with 135 employees based in Leipzig, was sold to the steel and wind tower construction company SIAG Tube & Tower GmbH, an affiliate of Schaaf Industrie Aktiengesellschaft, Leipzig. In December 2004, the residual activities of the Business Center Poles & Towers were sold to financial investors in cooperation with VTC Partners GmbH. This deal relates to three sites in Germany with 565 employees and sales of around 80 million euros. Finally, in November 2004, the Pfleiderer Group signed a contract for the sale of Pfleiderer water systems GmbH. Formed in 2000, Pfleiderer water systems GmbH employs 33 people and operates successfully in Germany, Europe, Asia and the USA. In total, these disposals raised around 43.1 million euros, with a book profit of 51.4 million euros. 22
Summary of Discontinued Operations Operations which have been disposed of are shown in the consolidated income statement under “discontinued operations” in the Financial Statements. The operative results of the Business Center Poles & Towers’ for its US operations are stated up to March 31, 2004, in accordance with their respective disposal date. Regarding the German operations of this Business Center, the cutoff date is November 30, 2004, while Pfleiderer water systems is stated up to December 31, 2004. In order to make comparison easier, the figures for the previous year have been adjusted in the consolidated income statement in compliance with US-GAAP. In the consolidated balance sheet as of December 31, 2004, and for the previous year, assets and liabilities of discontinued operations are shown under “Assets and Liabilities of Discontinued Operations”. Earnings 23 MANAGEMENT REPORT COMPANY REPORT 2004 2003 % of % of million euros sales million euros sales Sales revenues 901.0 100.0 848.2 100.0 Foreign share in percent 53.8 49.1 Cost of sales –659.5 73.2 –628.0 74.0 Gross margin 241.5 26.8 220.2 26.0 EBITDA 87.4 9.7 72.2 8.5 Amortization/depreciation write down of fixed assets and financial assets –37.2 –37.3 EBIT 50.2 5.6 34.9 4.1 Net interest –18.6 –2.1 –17.0 –2.0 EBT continued operations 31.6 3.5 17.9 2.1 Taxes on income Earnings of continued operations –9.6 –1.1 –9.3 –1.1 before minority interests 22.0 2.4 8.6 1.0 Earnings of discontinued operations 27.3 3.0 –51.5 –6.1 Taxes on discontinued operations 0.8 0.1 1.7 0.2 Earnings before minority interests 50.1 5.6 –41.1 –4.8 Minority interests 16.3 1.8 –4.6 0.5 Earnings after minority interests 33.9 3.8 –45.8 –5.4
- Page 1 and 2: Annual Report 2004 Core Businesses
- Page 3 and 4: Group Figures Jan. 1 - Jan. 1 - Cha
- Page 5 and 6: Pfleiderer AG is focusing on its tw
- Page 7 and 8: 3 35 Pfleiderer Engineered Wood fur
- Page 9 and 10: In closing down the Rheda-Wiedenbr
- Page 11 and 12: Dr Jürgen Koch Member of the Board
- Page 13 and 14: Committees Formed by the Supervisor
- Page 15 and 16: CORPORATE GOVERNANCE 1. Introductio
- Page 17 and 18: 4. Supervisory Board The Board of M
- Page 19 and 20: Declaration of Compliance 2004 Unde
- Page 21: Stock Option Program 2004 (Continua
- Page 24 and 25: PFLEIDERER GROUP AND PFLEIDERER AG
- Page 28 and 29: In fiscal 2004, the Pfleiderer Grou
- Page 30 and 31: Net indebtedness of the Pfleiderer
- Page 33 and 34: GERMANY GDP in Germany increased by
- Page 35 and 36: y expanding foreign and export rati
- Page 37 and 38: Production Pfleiderer Engineered Wo
- Page 39 and 40: Aside from its leading market prese
- Page 41 and 42: Due to its very low construction he
- Page 43: Procurement In order to take advant
- Page 46 and 47: Research & Development New “Multi
- Page 48 and 49: In September 2004, Pfleiderer appro
- Page 50 and 51: Personnel As of December 31, 2004,
- Page 52 and 53: Pfleiderer Corporate Guidelines for
- Page 54 and 55: Economic and Political Risks and In
- Page 56 and 57: No liquidity risk exists at present
- Page 58 and 59: wodego® is the latest brand in Pfl
- Page 60 and 61: Key Figures 2004 2003 No. of shares
- Page 62 and 63: Investor Relations Activities Indiv
- Page 64 and 65: While the prices paid for paraffin
- Page 67 and 68: TURKEY The Turkish economy reported
- Page 69 and 70: Liabilities and Shareholders’ Equ
- Page 71 and 72: Pfleiderer Consolidated Statement o
- Page 73 and 74: Comprehensive income 69 Other compr
- Page 75 and 76: Infrastructure Technology Consolida
Summary of Discontinued Operations<br />
Operations which have been disposed of are shown in the consolidated income statement under<br />
“discontinued operations” in the Financial Statements. The operative results of the Business<br />
Center Poles & Towers’ for its US operations are stated up to March 31, 2004, in accordance with<br />
their respective disposal date. Regarding the German operations of this Business Center, the cutoff<br />
date is November 30, 2004, while <strong>Pfleiderer</strong> water systems is stated up to December 31, 2004.<br />
In order to make comparison easier, the figures for the previous year have been adjusted in the<br />
consolidated income statement in compliance with US-GAAP.<br />
In the consolidated balance sheet as of December 31, 2004, and for the previous year, assets<br />
and liabilities of discontinued operations are shown under “Assets and Liabilities of Discontinued<br />
Operations”.<br />
Earnings<br />
23<br />
MAN<strong>AG</strong>EMENT REPORT COMPANY REPORT<br />
2004 2003<br />
% of % of<br />
million euros sales million euros sales<br />
Sales revenues 901.0 100.0 848.2 100.0<br />
Foreign share in percent 53.8 49.1<br />
Cost of sales –659.5 7<strong>3.2</strong> –628.0 74.0<br />
Gross margin 241.5 26.8 220.2 26.0<br />
EBITDA 87.4 9.7 72.2 8.5<br />
Amortization/depreciation write down<br />
of fixed assets and financial assets –37.2 –37.3<br />
EBIT 50.2 5.6 34.9 4.1<br />
Net interest –18.6 –2.1 –17.0 –2.0<br />
EBT continued operations 31.6 3.5 17.9 2.1<br />
Taxes on income<br />
Earnings of continued operations<br />
–9.6 –1.1 –9.3 –1.1<br />
before minority interests 22.0 2.4 8.6 1.0<br />
Earnings of discontinued operations 27.3 3.0 –51.5 –6.1<br />
Taxes on discontinued operations 0.8 0.1 1.7 0.2<br />
Earnings before minority interests 50.1 5.6 –41.1 –4.8<br />
Minority interests 16.3 1.8 –4.6 0.5<br />
Earnings after minority interests 33.9 3.8 –45.8 –5.4
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