PDF, 3.2 MB - Pfleiderer AG
PDF, 3.2 MB - Pfleiderer AG PDF, 3.2 MB - Pfleiderer AG
Net indebtedness of the Pfleiderer Group was reduced considerably in fiscal 2004. It amounted at the end of 2004 to 122.9 million euros, or 132.9 million euros less than the previous year’s figure of 255.8 million euros. This reduction is particularly due to the repayment of long-term financial liabilities, using the proceeds from the disposals and the cash flow from operating activities of 86.4 million euros (2003: 68.9 million euros). Shareholders’ equity including minority interests came to 241.1 million euros as of December 31, 2004. The increase of around 101.9 million euros is largely due to an increase in capital following the issue of new shares in the Polish affiliate Grajewo S.A., in June 2004 in which the Pfleiderer Group did not participate. The capital increase yielded around 62 million euros, with 1.6 million new no-par value shares taken up by international and private investors at 180 PLN per share. The new issue was five-times over-subscribed. The resulting book profit of 22.7 million euros was used to finance restructuring in Germany, in particular the closure of the Rheda plant. Aside from this special effect, profits after taxes posted by discontinued operations added a further 28.1 million euros to the equity increase. Overall, the Pfleiderer Group achieved a return on capital employed (ROCE) of 11.5 percent. Thanks to its improved earnings situation, this figure is considerably higher than in the previous year (8.2 percent). In particular, the Business Segment Engineered Wood posted better earnings, thereby improving its ROCE to 12.9 percent. The ROCE for the Business Segment Infrastructure Technology is 27.8 percent. Calculation 2004 2003 Net indebtedness Financial liabilities – cash and cash equivalents in million euros 122.9 255.8 Leverage Net indebtedness / EBITDA in million euros 1.4 3.5 Equity ratio Equity (incl. minority interests)/ balance sheet total in % 32.6 17.9 Gearing Net indebtedness / equity (incl. minority interests) in % 51 184 Capital employed Net working capital* ) + fixed assets in million euros 435.2 423.8 Return on Capital Employed EBIT/ capital employed in % 11.5 8.2 * ) Certain medium-term liabilities are taken into account when calculating net working capital. Financing Refinancing within the Pfleiderer Group is directed at securing the Company’s long-term future. Long-term liabilities from loans have maturity periods up to 2010 and carry an average interest change of around 6 percent. Fitch Ratings Ltd., revised its rating in 2004 which was upgraded in October 2004 from “BB negative outlook” for senior unsecured debt to “BB stable outlook”. International business is largely conducted using own production plants located within our major markets. Exports from Germany are mainly invoiced in euros. The proportion of exports billed in other currencies is low and risks arising from this business are adequately hedged. 26
Derivative Financial Instruments Derivative financial instruments within Pfleiderer Group are only used solely to hedge against currency and interest rate risks arising from transactions which are part of the Company’s normal operations. Hedging activities are generally conducted centrally by Pfleiderer AG and Pfleiderer Finance B.V. on behalf of the group. Further information is given in the notes to the consolidated Financial Statements. Net Assets and Earnings of Pfleiderer AG As holding company, Pfleiderer AG is responsible for the strategy and management of the Group. This means that the earnings position of Pfleiderer AG is closely related to the success of the Pfleiderer Group. As in the previous year, the fiscal year for Pfleiderer AG was marked by the strategic realignment of the Pfleiderer Group and thus by the effects of divesting specific indirect and direct holdings. As of January 1, 2004, purchase of electricity was performed directly via Pfleiderer AG. The electricity was then invoiced at cost to the affiliated companies. Investment earnings were largely defined by consolidated results from affiliated companies in the Business Segment Infrastructure Technology and were largely due to the disposal of the Group’s North American Poles & Towers operations. The net income for the year of 6.3 million euros was offset by losses carried forward of 29.5 million euros, resulting in a provisional accumulated deficit of 23.2 million euros. Liabilities to banks increased due to long-term investments. However, this development was offset by changes to interest-bearing liabilities to affiliated companies, which were considerably reduced. At the same time, due to a change in affiliated companies’ capital needs, short-term bank balances decreased, as did interest-bearing receivables from affiliated companies. Interest-bearing liabilities to affiliated companies relate in particular to Pfleiderer Holzwerkstoffe GmbH, Pfleiderer Infrastrukturtechnik GmbH & Co. KG and the Dutch financing company Pfleiderer Finance B.V., Deventer/Netherlands. The Dutch financing company refinances itself via the capital markets. Dividend As a matter of policy, payment of a dividend depends on the state of the Group’s operating results and cash flow. In fiscal 2004, the Company focused on successfully reducing its net indebtedness. We therefore propose that no dividend be paid for fiscal 2004. Nevertheless, our shareholders have benefited from the remarkable increase in the value of the Pfleiderer shares they hold. Dependent Company Report In its dependent company report on relationships with affiliated companies, Pfleiderer AG made the following statement for fiscal 2004: “We hereby declare that our Company received adequate compensation for every transaction with affiliated companies listed in the report in the light of the circumstances known to us at the time. No actions were undertaken or waived in the interests of Pfleiderer Unternehmensverwaltung GmbH & Co. KG or companies affiliated to Pfleiderer Unternehmensverwaltung GmbH & Co. KG. The Company’s relationship to Pfleiderer Unternehmensverwaltung GmbH & Co. KG terminated on March 21, 2004.” 27 MANAGEMENT REPORT COMPANY REPORT
- 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 26 and 27: Company Report Corporate portfolio
- Page 28 and 29: In fiscal 2004, the Pfleiderer Grou
- 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
- Page 77 and 78: Scope of Consolidation The consolid
- Page 79 and 80: The activities of the Poles & Tower
Net indebtedness of the <strong>Pfleiderer</strong> Group was reduced considerably in fiscal 2004. It amounted<br />
at the end of 2004 to 122.9 million euros, or 132.9 million euros less than the previous year’s<br />
figure of 255.8 million euros. This reduction is particularly due to the repayment of long-term<br />
financial liabilities, using the proceeds from the disposals and the cash flow from operating<br />
activities of 86.4 million euros (2003: 68.9 million euros).<br />
Shareholders’ equity including minority interests came to 241.1 million euros as of December 31,<br />
2004. The increase of around 101.9 million euros is largely due to an increase in capital following<br />
the issue of new shares in the Polish affiliate Grajewo S.A., in June 2004 in which the <strong>Pfleiderer</strong><br />
Group did not participate. The capital increase yielded around 62 million euros, with 1.6 million<br />
new no-par value shares taken up by international and private investors at 180 PLN per share.<br />
The new issue was five-times over-subscribed.<br />
The resulting book profit of 22.7 million euros was used to finance restructuring in Germany,<br />
in particular the closure of the Rheda plant. Aside from this special effect, profits after taxes<br />
posted by discontinued operations added a further 28.1 million euros to the equity increase.<br />
Overall, the <strong>Pfleiderer</strong> Group achieved a return on capital employed (ROCE) of 11.5 percent.<br />
Thanks to its improved earnings situation, this figure is considerably higher than in the previous<br />
year (8.2 percent). In particular, the Business Segment Engineered Wood posted better earnings,<br />
thereby improving its ROCE to 12.9 percent. The ROCE for the Business Segment Infrastructure<br />
Technology is 27.8 percent.<br />
Calculation 2004 2003<br />
Net indebtedness Financial liabilities – cash and cash equivalents in million euros 122.9 255.8<br />
Leverage Net indebtedness / EBITDA in million euros 1.4 3.5<br />
Equity ratio Equity (incl. minority interests)/ balance sheet total in % 32.6 17.9<br />
Gearing Net indebtedness / equity (incl. minority interests) in % 51 184<br />
Capital employed Net working capital* ) + fixed assets in million euros 435.2 423.8<br />
Return on Capital Employed EBIT/ capital employed in % 11.5 8.2<br />
* ) Certain medium-term liabilities are taken into account when calculating net working capital.<br />
Financing<br />
Refinancing within the <strong>Pfleiderer</strong> Group is directed at securing the Company’s long-term future.<br />
Long-term liabilities from loans have maturity periods up to 2010 and carry an average interest<br />
change of around 6 percent. Fitch Ratings Ltd., revised its rating in 2004 which was upgraded<br />
in October 2004 from “BB negative outlook” for senior unsecured debt to “BB stable outlook”.<br />
International business is largely conducted using own production plants located within our major<br />
markets. Exports from Germany are mainly invoiced in euros. The proportion of exports billed<br />
in other currencies is low and risks arising from this business are adequately hedged.<br />
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