Group Financial Report 9M 2008 - VBH Holding · 02 Group Financial Report 9M 2008 Group Financial...
Transcript of Group Financial Report 9M 2008 - VBH Holding · 02 Group Financial Report 9M 2008 Group Financial...
Group Financial Report 9M 2008VBH Holding AG – 9 months 2008
02 Group Financial Report 9M 2008
Group Financial Report 9M 2008
Sales rose by 8.0% to Euro 649.8 million.
EBT at Euro 26.5 million is nearly at the level of the previous year.
Earnings per share (EPS) declined from Euro 0.49 to Euro 0.42 due
to conversion of profit sharing rights.
Equity ratio increased to 35.0%.
Cover:
Vocational Training at VBH – A Chance for a Start into a Career. Many people may learn
something at VBH, with 64 trainees only in Germany VBH offers much more apprentice-
ship training positions than other comparable companies. On the picture the 8 trainees of
Korntal-Münchingen
04 – 06 Executive Board
04 Letter to the shareholders
07 – 24 Group Financial Report 9M 2008
07 Group Interim Report
08 Overview of the VBH-Group
09 Business development, sales proceeds and earnings
12 Convertible Profit Sharing Rights and Equity
12 The VBH Share
13 Chances and risks
14 Outlook 2008
Group interim financial statement
15 Group interim financial statement
16 Group profit and loss account
17 Group balance sheet
18 Group Cash-Flow statement
19 Consolidated Statements of Stockholders’ Equity
20 Group Segment Reporting
21 Explanatory Notes
24 Declaration pursuant to § 37y No. 1 Securities Trading Act
25 – 27 Further Information
26 Financial calendar
27 Contacts
27 Disclaimer
Inhalt Group Financial Report 9M 2008 03
Contents
Dear Shareholders,This interim report will inform you about the figures and business development of the VBH Group in the first nine months of the financial year 2008. In the last three months, the business momentum of VBH weakened as a result of the impact of the financial crisis. According to many experts, the crisis of confidence among banks is now affecting the economy as a whole. This downturn has continued at an unexpectedly rapid rate and is having a negative impact on economic development worldwide. VBH was unable to escape these market trends completely, but remains on a good growth path.
Sales of the VBH Group rose over the reporting period by 8.0%, from Euro 601.8 million in the previous year to Euro 649.8 million. This includes the newly acquired subsidiaries VBH Hody in Belgium and Fercom Srl in Italy, which contributed to this increase with sales of Euro 18.8 million. The purely organic growth of the VBH Group is currently 4.9%.
The German segment showed excellent development in the reporting period, with an accumulated sales increase of 6.4% compared to the previous year. In international business, sales expectations were not fulfilled in some cases due to the difficult situation in various markets. However, percentage sales growth in Eastern Europe remained nearly in double-digit figures.
The Group’s EBT decreased compared to the previous year from Euro 27.1 million to Euro 26.5 million despite declining operating interest expenditure. Fully diluted earnings per share (EPS) decreased from Euro 0.49 to Euro 0.42 due to the partial conversion of profit sharing rights and a shortfall in deferred tax revenues.
As a result of the financial market crisis impacting the real economy, with the recent publication of preliminary interim figures, the Executive Board has adjusted the sales forecast for the current financial year to between Euro 870 million and Euro 880 million, and the EBIT forecast to between Euro 39 and Euro 41 million. As a result, according to current knowledge, earnings per share will be between Euro 0.62 and Euro 0.65 (previous year: Euro 0.67). Irrespective of the current turbulence on the market, the Executive Board is maintaining its medium term growth targets. VBH will be able to hold its own and grow with a focus on earnings in a difficult market environment. In order to achieve this, our available potential must be used consistently. The key factors here are a newly developed own brand concept, further optimisation of our international product line and expansion into regions with high growth potential.
Executive board Group Financial Report 9M 2008 05
Dr. Ralf Lieb Rainer Hribar
With effect from 28 August 2008, VBH shares were listed in the Prime Standard of Deutsche Börse. The Executive Board considers implementation of a shareholder-friendly dividend policy another factor in affording greater importance to shareholder interests. As a result, the Executive Board decided to propose to the Supervisory Board that the distribution ratio for the 2008 financial year will be raised to 35.0% of earnings per share. On the basis of the present forecast, this would result in a proposed dividend of Euro 0.22 to Euro 0.23 per share.
At this point, we would like to thank all our shareholders for their confidence and trust in our company and in our work, even in these difficult times. Our objective remains to move forward with the internationalisation of VBH and to strengthen and expand the market position of VBH. In the light of varied discussions about future economic development, the Executive Board will also engage intensively with the scenario of worldwide recession and its impact on the VBH business model, in order to withstand strong market turbulence, and particularly to use the business chances which could arise from this. We will continue to direct our thinking and actions towards the vision of successfully establishing our green logo in our industry worldwide and providing added value to our shareholders.
Yours sincerely
Rainer Hribar Dr. Ralf LiebChairman of the Board of Directors Member of the Board of Directors
06 Group Financial Report 9M 2008 Executive board
Group Interim Report
Executive board and regional managers worldwidetv.l.n.r. José Manuel Madrazo-Serna (Spain/Middle and South America), Valerij Bezrukov (Russia), Rainer Hribar (CEO), Indrek Sauga (GUS without Russia), Andrzej Wyszogrodzki (Centrall/Eastern Europe), Andre Geffke (Asia-Pacific/Middle East), Hans Wiedemann (South/Western Europe), Dr. Ralf Lieb (CFO).
Overview of the VBH group *
* The figures for the company were determined on the basis of the rendering of accounts in accordance with IFRS.
** All figures fully diluted.
*** Free Cash Flow = + CF operating activities + CF from investment activities - paid interests
In Euro m 30.09.08 +/- in% 30.09.07
Sales 649.8 8.0 601.8
Earnings before interests and taxes (EBIT)
32.0 -13.3 36.9
Earnings before taxes (EBT) 26.5 -2.2 27.1
EPS in Euro** 0.42 -14.3 0.49
FCF*** -30.3 - -3.3
Nr. of employees 2,858 5.1 2,720
08 Group Financial Report 9M 2008 Group Interim Report
VBH Group
In the first nine months of 2008, VBH increased its Group sales
by 8.0% year-on-year to Euro 649.8 million. The Group’s organic
growth rate increased by 4.9% over the same period. During the
reporting period, there were changes to the consolidated Group
compared to the previous year, with the consolidation of VBH
Hody in Belgium and Fercom Srl in Italy and the acquisition of
minority holdings in Bosnia. Sales momentum weakened slightly
compared to the previous reporting period.
EBIT fell from Euro 36.9 million in the previous year to Euro 32.0
million (-13.3%). The EBIT margin is currently 4.9% compared to
6.1% in the previous year. The decline in EBIT was due largely to
one-off expenses resulting from the restructuring of warehouse
sites in Italy, but also to increasing sales and currency losses in
Great Britain and unexpected pressure on margins in Eastern
Europe. As a result of consolidation effects, human resources
expenses have risen significantly in our Russian businesses.
Over the reporting season, EBT declined by 2.2% to Euro
26.5 million compared to Euro 27.1 million in the previous
year, despite lower operating interest expenditure after partial
conversion of profit sharing rights in early 2008.
Fully diluted earnings per share (EPS) declined by 14.3% from
Euro 0.49 in the previous year to Euro 0.42. Basic earnings
per share declined by 27.6% from Euro 0.58 to Euro 0.42. The
decline in EPS was due to an shortfall in deferred tax revenues,
which had reduced expenses for income taxes in the previous
year.
As a result of the expansion of business activities and of the
consolidated Group, the balance sheet total increased by Euro
52.8 million to Euro 434.3 million.
Short term assets, principally stocks, receivables and other asset
values, increased by Euro 39.8 million to Euro 337.4 million,
from Euro 297.6 million in the previous year. As at 30 September
2008, liquid funds increased by Euro 0.9 million to Euro 12.7
million compared to the previous year’s reporting date.
Short term debts, primarily trade accounts payable, and bank
liabilities increased significantly by Euro 10.3 million, from Euro
144.3 million in the previous year to Euro 154.6 million.
Cash flow from operational activities fell from Euro 10.9 million
to Euro -8.6 million. Free cash flow decreased from Euro -3.3
million to Euro -30.3 million. This is due largely to the Belgian
acquisition of Hody and the increase in working capital.
Long-term debts decreased from Euro 131.9 million to Euro
127.8 million. Long-term financial debts raised from Euro
76.4 million to Euro 98.3 million. However, the extraordinary
termination of profit sharing rights with duration until 2014 due
to the legal corporate tax reform had a positive impact. In the
current financial year, this resulted in profit sharing rights of Euro
26.7 million being converted to 5.3 million shares. The remaining
profit sharing rights totalling Euro 8.2 million remain subject to
interest until 2009 and must be paid back by the end of the
2009.
Net debts increased over the reporting period from Euro 130.9
million to Euro 133.1 million. Compared to the reporting date of
31 December 2007, net debts increased by Euro 14.9 million,
despite the conversion of profit sharing rights. This is due to the
acquisition of VBH Hody in Belgium and the seasonal increase
in working capital. Inventories were again built up in the lead-up
to the inflation surcharges applied by the industry for materials
on 1 September 2008. However, inventories will be significantly
reduced by the end of the year. The objective of reducing net
debts to approximately Euro 100 million by the end of the year is
being maintained.
As a result of the conversion of the profit sharing rights and
the management exercising option rights, the equity of VBH
increased by Euro 28.3 million. In addition, transfers to retained
earnings and the positive earnings development, in consideration
of dividend payment, over the reporting period caused equity
to increase by a total of Euro 18.3 million. As a result, equity
increased from Euro 105.3 million in the previous year to the
current level of Euro 151.9 million. As at 30 September 2008,
the Group’s equity ratio totalled 35.0% (previous year: 27.6%).
Business development, sales proceeds and earnings
Group Interim Report Group Financial Report 9M 2008 09
As at 30 June 2008, the number of outstanding shares was
45,790,408.
In this reporting period, investments in fixed assets were primarily
directed towards replacement requirements. A total of Euro 8.1
million was invested in tangible assets. Long-term assets rose by
a total of Euro 13.1 million to Euro 96.9 million.
The number of employees increased from 2,720 to 2,858. The
steep increase in the number of employees is largely the result of
consolidation effects in our Russian business.
Segment Germany
As the headquarters of the VBH Group, Germany is the region
with the highest contribution to sales. The Germany segment
comprises the business activities of VBH Deutschland GmbH
and esco Metallbausysteme GmbH. In the first nine months of
the year, the company generated sales of Euro 288.7 million
here. Overall, sales increased again significantly by 6.4%.
Business activities in Germany were influenced positively
by increased refurbishment activities by private house and
apartment owners. The state incentives in the refurbishment
industry currently under discussion, and the “flight” into real
assets caused by the financial crisis – understood here as
increased expenditure on the refurbishment of own properties
- are expected to result in a certain stability in the German
market even in 2009.
EBIT for the Germany segment rose in the first nine months
by 18.2% to Euro 9.1 million (previous year: Euro 7.7 million).
This corresponds to an increased EBIT margin of 0.4
percentage points to 3.2%.
Segment Western Europe
Sales generated at companies in Western Europe increased
by 10.1% to Euro 138.6 million in the reporting period. VBH
Hody in Belgium and Fercom Srl in Italy were consolidated in
this segment for the first time and contributed to the increase
in sales with Euro 18.8 million. Sales declined organically by
Euro 6.1 million.
VBH Galro, acquired last year, is asserting itself well in the
difficult Irish market and posted double-digit growth. Declining
sales were posted by our companies in Spain and Great
Britain, which were unable to distance themselves from the
turbulence on their respective property markets. In the past
months, the situation in our Spanish subsidiary has stabilised,
whereas the downward momentum in Great Britain has
accelerated. Overall, the other companies in the region are
maintaining sales at the level of the previous year. Although
market conditions in Western Europe are not expected to
improve in 2009, at least a stabilisation of the critical British
and Spanish markets is expected.
EBIT for the companies in Western Europe fell from Euro 10.6
million to Euro 7.5 million (EBIT margin: 5.4%; previous year:
8.4%). This was primarily negatively affected by declining
earnings in Italy in addition to declining earnings in Spain and
Great Britain brought about by market forces. Restructuring in
Italy will be completed by the end of 2008.
Segment Eastern Europe
The Segment Eastern Europe is the region which made the
second highest contribution to sales, generating Euro 230.5
million. Sales in this region continued to show strong growth
in the past nine months, increasing by 9.5%.
Contrary to expectations, the spread of the financial crisis
across the economy has been reflected very quickly on
the markets in Eastern Europe. Our companies in the
Baltic region were unable to escape the negative market
conditions and posted double-digit declines in sales. In
the well-established Central Eastern European markets
(Poland, the Czech Republic and Hungary), sales increases
weakened slightly in comparison to the first six months. In
Russia, Belarus and the Ukraine, sales continued to show
double-digit growth. However, the gross income margin came
under pressure. The regional companies in the Balkan region
10 Group Financial Report 9M 2008 Group Interim Report
developed very successfully, with year-on-year sales growth
of 21.0%. In view of the current market turbulence, at present
it is very difficult to make forecasts for the Eastern European
markets with any degree of certainty. However, we are
assuming that the demand for refurbishment in the CIS states
will still lead to high and sustainable growth rates, even if the
2009 financial year could still be negatively influenced by the
effects of the financial crisis.
EBIT fell by Euro 2.4 million to Euro 18.9 million as a result
of higher raw material prices. As a result, the EBIT margin
declined from 10.1% in the previous year to the present level
of 8.2%.
Segment Other Markets
The activities in Asia (Singapore, Shanghai and Beijing)
and in the Middle East (Dubai) represent a long-term future
investment with high sustainable potential for VBH. These
markets are controlled and further countries launched
successively through our head office in Singapore. The
discussion concerning climate changes and energy benefits
of new window technologies are also showing early
successes here. In view of the market potential available, we
believe that even the current problems on the market will not
negatively affect the potential for development in our Asian
business.
VBH generated sales of Euro 9.3 million in this segment in the
reporting period against Euro 4.4 million in the previous year.
EBIT amounted to Euro 0.1 million, making a positive earnings
contribution to the consolidated earnings from this segment
(previous year: Euro -0.6 million).
Segment Corporate Services
The activities of VBH Holding AG and of one leasing
special purpose entity, which are combined in the Segment
Corporate Services, developed as planned in terms of costs.
EBIT fell from Euro -2.2 million to Euro -3.5 million.
Group Interim Report Group Financial Report 9M 2008 11
The convertible profit sharing rights of Euro 50 million, which
were issued in 2004, include an option to convert them
into VBH shares at a ratio of 5:1. A total of 15.1 million
options were converted during the annual exercising period
2007 into 3.0 million VBH individual shares. Following the
extraordinary termination of the convertible bond, Euro 26.7
million profit sharing capital was converted into 5.3 million
VBH shares in 2008. The residual outstanding convertible
profit sharing rights of Euro 8.2 million are to be repaid
at the end of 2009. The capital stock of VBH Holding AG
amounts to Euro 45.79 million as at 30 September 2008.
The executives of VBH converted options from the current
stock option plan. This resulted in an additional increase of
Euro 580,000 in capital stock.
The global financial crisis and higher raw material prices
led to significant share price declines across all important
international financial centres in the first nine months of this
year. Furthermore, the predicted downturn in economic
growth will have a negative impact on share prices.
VBH shares suffered just as other small cap and building
stocks due to an initial fall in price from the beginning of the
year until the middle of February 2008 and subsequently
recovered again gradually, achieving the value held at
the beginning of the year at the beginning of June 2008.
However, as the financial market crisis continued, the share
was affected by the downhill slide on the share markets and
declined to Euro 3.88 as at the 30 September 2008 reporting
date. Although the VBH share moved in step with the
comparable index SDAX throughout the course of the year, a
fall in price of approximately 35% is still very concerning. The
highest closing price was Euro 6.10 on 30 May 2008 and the
lowest price was Euro 3.51 on 29 September 2008. Various
analysts continue to assess the VBH share as undervalued
despite adjusted measurement parameters.
12 Group Financial Report 9M 2008 Group Interim Report
Convertible Profit SharingRights and Equity Capital
Development ofthe VBH Share
S hare price performances in 2008
Index (01.01.2008 = 100)
100
DAX SDAX VBH Aktie
Januar 08 September 0850
Group Interim Report Group Financial Report 9M 2008 13
The uncertainty currently dominating the markets makes it
difficult to forecast with any degree of certainty. However,
the Executive Board believes that, during the last nine
months, the changes to the medium-term prospects for
the development of the global economy have not been
as drastic as the media have reported. Furthermore, in
comparison to the long-term high average price for energy,
growing awareness of the population concerning the issue
of climate change, discussed incentives for investments in
the field of refurbishment and the introduction of the energy
pass for residential buildings in Germany mean that the VBH
can continue to be optimistic about the future. Against this
backdrop, VBH anticipates the market situation in Germany
and Western Europe will stabilise at the present level, whereas
further growth potential is perceived for Eastern Europe
and Asia. The growth of VBH is supported by selective
acquisitions, further expansion of the market position into
existing markets and expansion into markets with high growth
potential.
Despite this restrained optimism, we should not rule out the
fact that the current crisis in sentiment will lead to a longer
lasting economic crisis on a global basis. For this reason, the
Executive Board will also provide a worst case scenario in
its plans which will take into consideration the effects of this
development – which from today’s perspective are unlikely.
We want to be prepared in order to be able to generate
above-average results even in unfavourable circumstances.
The experiences of VBH after the turn of the millennium are
helping in the accomplishment of this challenge.
The risk estimate was updated for the current financial report.
With the exception of the economic risks already discussed,
there were no substantial changes in the risk situation of
the VBH Group compared with the risks expressed in the
Corporate Governance Report in the Annual Report 2007.
Therefore, it is assumed that these will also continue to exist
over the course of 2008 without significant changes.
Chances andRisks
As it has been already communicated with preliminary interim
business figures for the current reporting period, the Executive
Board is expecting sales of between Euro 870 million and
Euro 880 million (previous year: Euro 808.4 million) and EBIT
of between Euro 46 and Euro 48 million (previous year: Euro
49.4 million) for the current financial year. This results in an
EBT of Euro 39 and Euro 41 million (previous year: Euro 38.2
million) and earnings per share of between Euro 0.62 and
Euro 0.65 (previous year: Euro 0.67).
VBH is in a good strategic position in its already established
markets, will continue to invest in growth markets and will
continue to expand its strong market position as a market
leader in the fittings industry in Europe. The development of
our own brands, the further optimisation of our product range
and selective acquisitions will help to achieve our growth
targets. For this reason, the Executive Board is optimistic
about the future despite the current crisis. The green VBH
logo will be established on the market worldwide.
Korntal-Münchingen, November 2008
VBH Holding Aktiengesellschaft
Executive Board
14 Group Financial Report 9M 2008 Group Interim Report
Outlook 2008
Group interim financial statement
16 Group Financial Report 9M 2008 Group interim financial statement
Group Profit and Loss AccountGroup Profit and Loss Account as of 30. September 2008 according IFRS
30.09.2008in Euro k
30.09.2007in Euro k
Change y/y
1. Consolidated sales 649,804 601,765 8,0%
2. Change in inventories of finished goods and work in progress 0 0
3. Other operating income 10,513 11,953 -12,0%
4. Total operating performance 660,317 613,719 7,6%
5. Cost of materials -493,063 -458,356 7,6%
6. Personnel expenses -71,073 -61,840 14,9%
7. Other operating expenses -59,842 -52,744 13,5%
8. Earnings before interest, taxes anddepreciation (EBITDA) 36,340 40,778 -10,9%
9. Depreciation -4,363 -3,916 11,4%
10. Earnings before interestand taxes (EBIT) 31,977 36,862 -13,3%
11. Income from participations 0 1 -100,0%
12. Interests and similar income 620 458 35,1%
13. Write-off financial assets and securitiesand bonds 0 0
14. Interests and similar expenses -6,076 -10,196 -40,4%
15. Expenses from transfer of losses 0 0
16. Financial result -5,456 -9,736 -44,0%
17. Earnings before taxes (EBT) 26,521 27,126 -2,2%
18. Income tax -6,221 -6,757 -7,9%
19. Deffered taxes -36 3,821 -100,9%
20. Earnings after taxes (EAT) 20,264 24,190 -16,2%
Other shareholders proportion in EAT 2.087 2.485
VBH shareholders proportion in EAT 18.177 21.705
Earnings per share in Euro – fully diluted – 0.42 0.49
Earnings per share in Euro – undiluted – 0.42 0.58
Group interim financial statement Group Financial Report 9M 2008 17
Group Balance-Sheet Group Balance-Sheet at 30. September 2008 according IFRS
Assets 30.09.2008in Euro k
31.12.2007in Euro k
30.09.2007in Euro k
A. LONG-TERM ASSETS
I. Intangible assets 47,753 39,739 38,467
II. Tangible assets 35,927 33,943 33,543
III. Financial assets 1,422 689 454
IV. Other long-term assets 11,879 12,476 11,386
LONG-TERM ASSETS 96,981 86,847 83,849
B. SHORT-TERM ASSETS
I. Inventories 157,459 128,344 130,658
II. Receivables and other assets short-term 165,624 128,088 152,735
III. Securities 7 7 8
IV. Liquid funds 12,745 13,175 11,840
V. End-of-year adjustments 1,529 1,484 2,395
SHORT-TERM RECEIVABLES AND ASSETS 337,365 271,098 297,635
ASSETS 434,346 357,945 381,484
EQUITY AND LIABILITIES 30.09.2008in Euro k
31.12.2007in Euro k
30.09.2007in Euro k
A. EQUITY
I. Subscribed capital 45,790 39,865 39,865
II. Capital reserve 41,541 19,149 19,149
III. Earnings reserve 12,409 9,490 8,951
IV. Net income for the year 42,443 33,192 28,351
V. Shares held by other shareholders 9,658 9,142 8,954
VI. Treasury stock 0 0 0
EQUITY 151,841 110,838 105,271
B. LONG-TERM LIABILITIES
I. Provisions for pensions 12,720 12,305 12,103
II. Provisions for taxes, similar obligations andother liabilities 8,732 9,225 8,494
III. Loans/convertible profit-sharing privileges 8,175 34,902 34,902
IV. Liabilities to banks 98,297 65,098 76,376
LONG-TERM LIABILITIES 127,924 121,530 131,875
C. SHORT TERM LIABILITIES
I. Provisions 11,813 10,451 10,887
II. Liabilities to banks 39,348 31,366 31,476
III. Trade payables 76,944 51,591 73,148
IV. Other liabilities 26,476 32,169 28,827
SHORT-TERM LIABILITIES TO BANKS 154,581 125,577 144,338
EQUITY AND LIABILITIES 434,346 357,945 381,484
18 Group Financial Report 9M 2008 Group interim financial statement
Group Cash-Flow statement according IFRSGroup Cash-Flow statement at 30. September 2008 according IFRS
30.09.2008in Euro k
30.09.2007in Euro k
Period earnings before tax and extraordinary items 26,521 27,126
Depreciation 4,363 3,916
Increase/decrease in provisions 1,677 -414
Profit/loss from the disposal of long-term assets -121 -156
Interest expence 5,456 9,737
Decrease/increase in receivables and other assets -32,346 -22,880
Increase/decrease of inventories -23,480 -16,010
Increase/decrease in trade payables and other payables 15,630 12,541
Paid income tax -6,257 -2,937
Cash-flow from operational activity -8,557 10,923
Inflow from the disposal of long-term assets 596 522
Disbursements for the acquisition of long-term assets -8,776 -5,098
Disbursemets for the share purchase of consolidated companies -8,089 0
Interest received 620 459
Cash-flow from investment activities -15,649 -4,117
Inflow payments from the issues of shares 1,590 958
Inflow payments/disbursements from taking out/repaying loans 35,840 10,035
Paid interest -6,076 -10,196
Paid dividends -6,211 -5,089
Cash-flow from financing activities 25,143 -4,292
Exchage rate-dependend and other value change in cash and cash equivalents -1,366 0
Net change in cash -429 2,514
Cash and cash equivalents at the beginning of the period 13,174 9,326
Cash and cash equivalents at the end of the period 12,745 11,840
11,260,00
Free Cash Flow * -30,282 -3,390
* Free Cash Flow = + CF operating activities + CF from investment activities - paid interests
Group interim financial statement Group Financial Report 9M 2008 19
Consolidated Statements of Stockholders’ EquityAs 30. September 2008 in accordance with IFRS
in Euro kSubscribed
capitalCapitalreserve
Legalreserves
Other consolidated
reserves
Group netincome for
the year
Minorityinterests
Treasurystock
Group totalequity
Satus as per 01.01.2007 36,495 6,463 2,011 4,706 13,453 9,371 -784 71,715
Capital increase convertibles VBH Holding AG 3,020 12,078 15,098
Capital increase option privilege VBH Holding AG 350 608 958
Provisions for Cash Flow Hedge 550 550
Distribution -4,380 -4,380
Consolidation -3,072 -3,103 -6,175
Shift of currency adjustment item -490 201 -289
Annual net profit/loss 21,705 2,485 24,190
Allocation to retained income and other regrouping 7 5,240 -2,427 784 3,604
Status as per 30.09.2007 39,865 19,149 2,018 6,934 28,351 8,954 0 105,271
Satus as per 01.01.2008 39,865 19,149 2,095 7,395 33,192 9,142 0 110,838
Capital increase convertibles VBH Holding AG 5,345 21,381 26,726
Capital increase option privilege VBH Holding AG 580 1,011 1,591
Provisions for Cash Flow Hedge -5,980 -5,980
Distribution -103 -103
Consolidation -46 -1,782 -1,828
Shift of currency adjustment item
-158 211 53
Annual net profit/loss 18,177 2,087 20,264
Allocation to retained income and other regrouping 1 3,225 -2,946 280
Status as per 30.09.2008 45,790 41,541 2,096 10,313 42,443 9,658 0 151,841
20 Group Financial Report 9M 2008 Group interim financial statement
Segment reportingSegment reporting as 30. September 2008 in accordance with IFRS
9 M 2007 in accordance with IFRS in Euro k
Segment Germany
Segment Western Europe
Segment Eastern Europe
Segment Other Markets
Segment Corporate
ServicesConsolidation VBH Group
Sales external 263,827 121,354 209,655 3,066 0 597,901
Sales group 7,462 4,493 826 1,298 -10,215 3,864
Total sales 271,289 125,847 210,481 4,364 -10,215 601,765
Earnings before interestand taxes (EBIT) 7,685 10,574 21,346 -591 -2,147 -5 36,862
Total assets 115,686 104,879 119,791 5,234 206,232 -170,338 381,484
Total liabilities 139,882 76,861 55,903 11,314 124,563 -132,309 276,214
Employees 883 428 1,289 96 24 0 2,720
9 M 2008 in accordance with IFRS in Euro k
Segment Germany
Segment Western Europe
Segment Eastern Europe
Segment Other Markets
Segment Corporate
ServicesConsolidation VBH Group
Sales external 271,389 134,067 229,823 7,365 0 642,644
Sales group 17,280 4,510 680 1,927 -17,236 7,160
Total sales 288,669 138,577 230,503 9,292 -17,236 649,804
Earnings before interestand taxes (EBIT) 9,069 7,543 18,918 124 -3,513 -163 31,978
Total assets 133,780 112,095 140,694 10,572 215,201 -177,996 434,346
Total liabilities 151,808 82,148 69,506 15,013 113,112 -149,082 282,505
Employees 883 540 1,319 89 27 2,858
Group interim financial statement Group Financial Report 9M 2008 21
Explanatory Notes
Basis
The Group Interim Financial Statement of VBH Holding AG
as of 30 September 2008 is prepared according to the
International Financial Reporting Standards (IFRS) for interim
reporting as are to be applied in the European Union (EU)
and according to the regulations of the Securities Trading Act
(WpHG) for group semi-annual financial reports. These Interim
Financial Statements only refer to the Group and contain all
information and notes details which according to IFRS and
WpHG are necessary for interim financial statements. The
Group Semi-Annual Financial Report should be read together
with the Annual Report 2007 and the additional information
contained therein.
The Group Annual Financial Statements of VBH Holding AG
as at 31 December 2007 was prepared in accordance with
valid International Financial Reporting Standards (IFRS) as
in effect on the closing date. The accounting and valuation
methods were continued unchanged when preparing this
Group Financial Report 9M/2008.
The Group Financial Report 9M/2008 is not certified and it
was not subject to any kind of audit review.
Consolidated Group
All essential companies besides VBH Holding AG were
included in the Group Financial Statements. The consolidated
Group at the closing of 2007 was changed through the
purchase of the Belgian company VBH Hody, which was
acquired on 14 April 2008. The time of transfer of the de facto
control was set at 1 January 2008. Included in the Italian sub-
group was Fercom Srl, Turin effective as of 1 January 2008.
Owing to irrelevant implications for the consolidated earnings,
the previous year figures were not adjusted retrospectively
after six months by changes in the consolidated group at the
end of 2007.
Segment reporting
The organisational structure of VBH is still divided into five
segments, which at the same time reflect the control structure
of the Group. The segments consist of Germany, Western
Europe, Eastern Europe, Other Markets and Corporate
Services.
Financial Results
In the reporting period, operating interest expenditure fell
from Euro 10.2 million to Euro 6.1 million. The financial
results improved from Euro -9.7 million in the previous year
to Euro -5.5 million. Decisive for this development are the
lower interest expenditure through the partial conversion of
the profit sharing certificates into shares as well as through
the improved rating of VBH Holding AG. Moreover, a one-off
expense of Euro 3.0 million for a derivative financial instrument
was reported in the financial results in the previous year.
Income Taxes
ncome taxes are recorded during the reporting period based
on the best estimate of the weighted average annual income
tax rate that is anticipated for each company for the entire
year. On this basis, a tax rate of 27% was used in calculations
for the reporting period.
Minority Interests
Minority interests in the profit result primarily from the minority
participations of foreign managing directors as well as of joint
venture partners in our respective regional companies.
Earnings per share
Earnings per share are determined by taking into account
the weighted number of average outstanding shares. When
calculating the diluted earnings per share, shares which may
potentially be issued from the still applicable stock option
plan are taken into account (status as at 30 September 2008:
45,790,408 shares).
Acquisition of own shares
On 9 June 2008, the Annual General Meeting authorised the
Executive Board to acquire up to 10% of the issued shares
by 8 December 2009. These were acquired through the stock
exchange or by way of a public purchase offer which was
directed to all shareholders.
If the shares are purchased through the stock exchange,
the purchase price may not exceed or fall short of the mean
value of the prices of shares in the company on the last 10
stock exchange trading days which preceded the purchase
by more than 10%. If these are purchased based on a public
offer to all shareholders then the purchase price paid to the
shareholders may not exceed or fall short of the average value
22 Group Financial Report 9M 2008 Group interim financial statement
of the prices of shares of the company on the last 10 stock
exchange trading days which preceded the publication of the
offer by more than 20%.
The Executive Board is authorised in certain cases, with the
approval of the Supervisory Board and under the exclusion of
the subscription right of the shareholders, to sell the acquired
own shares in another manner than through the stock
exchange or by an offer to all shareholders.
The Executive Board was further authorised to collect own
shares in the company. This would lead to a reduction in
capital.
No activities in this respect have been carried out so far and
are currently not planned.
Information on Business Transactions with Closely
Associated Companies and Persons
All performance relationships with closely associated
companies are covenanted under contract and correspond
to market conditions. The company did not maintain relations
with closely associated persons during the reporting period.
Significant Events and Staff Changes
Effective as of 15 March 2008, Dr Ralf Lieb was appointed
as member of the Executive Board. Effective as of 31 March
2008, Mr Rainer Hribar was appointed Chairman of the
Executive Board.
Mr Stephan M. Heck was judicially appointed as a further
member representing the shareholders on the Supervisory
Board as of 8 January 2008 and was elected for a further
period of office at the Annual General Meeting with the other
shareholder representatives. Effective as of 9 June 2008, Mr
Martin Morlok was elected as employees’ representative on
the Supervisory Board, as a successor to Mr Jochen-Michael
Fussner.
Declaration pursuant to § 37y No. 1 Securities Trading Act
24 Group Financial Report 9M 2008 Declaration pursuant to § 37y No. 1 Securities Trading Act
The Executive Board assures in accordance with its best knowledge and belief that the Group Interim Financial Statement
dated 30 September 2008 provides a fair and accurate view that is commensurate with the actual statues of the Group’s
assets, finances and earnings in accordance with applicable accounting standards for preparing interim reports, and that
the course of business, including business results and the Group’s status, is reproduced in the Group Interim Director’s
Report in such a manner that conveys a fair and accurate view of actual conditions and that describes the Group’s essential
developments for the remainder of the fiscal year.
Korntal-Münchingen, November 2008
VBH Holding Aktiengesellschaft
Executive Board
Konzernzwischenabschluss VBH Konzern-Halbjahresfinanzbericht 2008 13
Further Information
26 Group Financial Report 9M 2008 Further information
Annual report 2008
March 31, 2009
Balance sheet press conference
March 31, 2009
Interim Report Q1 2009
May 14, 2009
Annual Shareholder‘s Meeting
June 10, 2009
Interim Report Q1 2009
August 13, 2009
Interim Report Q3 2009
November 12, 2009
Financial calender
Further information Group Financial Report 9M 2008 27
Contacts
VBH Holding AG
Siemensstraße 38
D-70825 Korntal-Münchingen
Telephone switchboard: +49 7150 15-0
Internet: www.vbh.de
Contact
Investor Relations +49 7150 15-200
e-Mail: [email protected]
Securities code no. 760070
ISIN Code: DE0007600702
Disclaimer
This report contains statements that are based on the future. Such kinds of forecast-related statements are based on certain
assumptions and expectations that were made at the time that this report was published. They are therefore linked to risks
and uncertainties, and actual results may deviate considerably from the results described in statements that are based on the
future. A large number of such risks and uncertainties will be determined by factors that are not subject to the influence of VBH
Holding AG and that cannot be assessed with certainty today. These include future market conditions and economic develop-
ments, the conduct of other market participants, achievement of any anticipated synergy effects and legal and political decisi-
ons. VBH Holding AG does not perceive itself as obligated to publish corrections of such kinds of statements that are based on
the future in order to reflect events or conditions that occur after publication of this report.
VBH Holding AG
Siemensstraße 38
70825 Korntal-Münchingen
Telefon +49 7150 15-0
www.vbh.de