e6vk
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a16 or 15d16 of
the Securities Exchange Act of 1934
Commission file number 001-14264
For the month of September 2005
PFEIFFER VACUUM TECHNOLOGY AG
(Translation of registrants name into English)
Berliner Strasse 43
D35614 Asslar
Federal Republic of Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of
form 20F or Form 40F.
Form 20F þ Form 40F o
Indicate by check mark if the registrant is submitting the Form 6K in paper as permitted by
Regulation ST Rule 101(b) (1):
Yes o No þ
Indicate by check mark if the registrant is submitting the Form 6K in paper as permitted by
Regulation ST Rule 101(b) (7):
Yes o No þ
Indicate by check mark whether by furnishing the information contained in this Form, the registrant
is also thereby furnishing the information to the Commission pursuant to Rule 12g32(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g32(b): 82___
Interim Report Third Quarter 2005
Contents
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29 |
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30 |
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2
Pfeiffer Vacuum Overview
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Q1-Q3 2005 |
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Q1-Q3 2004 |
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Change |
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Q3 2005 |
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Q3 2004 |
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Change |
Results |
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Total sales |
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K |
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117,580 |
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112,641 |
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4.4 |
% |
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40,061 |
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37,358 |
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7.2 |
% |
Germany |
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K |
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31,077 |
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30,788 |
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0.9 |
% |
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10,598 |
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10,355 |
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2.3 |
% |
Other countries |
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K |
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86,503 |
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81,853 |
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5.7 |
% |
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29,463 |
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27,003 |
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9.1 |
% |
Operating profit |
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K |
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26,404 |
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24,601 |
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7.3 |
% |
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9,423 |
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8,612 |
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9.4 |
% |
Net income |
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K |
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16,217 |
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12,467 |
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30.1 |
% |
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5,919 |
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3,921 |
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51.0 |
% |
Return on sales |
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% |
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13.8 |
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11.1 |
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14.8 |
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10.5 |
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Operating cash flow |
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K |
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17,672 |
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19,864 |
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(11.0 |
)% |
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8,195 |
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6,939 |
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18.1 |
% |
Earnings per share |
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K |
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1.87 |
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1.43 |
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30.8 |
% |
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0.68 |
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0.45 |
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51.1 |
% |
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Balance sheet |
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Total assets |
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K |
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134,482 |
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134,063 |
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0.3 |
% |
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Cash and cash equivalents |
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K |
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58,084 |
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40,719 |
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42.6 |
% |
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Number of shares issued |
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8,790,600 |
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8,790,600 |
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Shareholders equity |
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K |
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109,490 |
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101,414 |
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8.0 |
% |
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Equity ratio |
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% |
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81.4 |
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75.6 |
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Return on equity |
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% |
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14.8 |
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12.3 |
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Capital expenditures |
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K |
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2,080 |
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2,852 |
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(27.1 |
)% |
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394 |
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2,007 |
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(80.4 |
)% |
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Workforce |
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Workforce (average ) |
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699 |
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749 |
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(6.7 |
)% |
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693 |
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747 |
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(7.2 |
)% |
Germany |
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516 |
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566 |
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(8.8 |
)% |
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511 |
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565 |
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(9.6 |
)% |
Other countries |
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183 |
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183 |
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0.0 |
% |
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182 |
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182 |
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0.0 |
% |
Sales per employee |
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K |
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168 |
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150 |
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12.0 |
% |
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58 |
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50 |
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16.0 |
% |
3
Pfeiffer Vacuum Share Performance
The shares of Pfeiffer Vacuum Technology AG have been traded in New York since July 16, 1996,
and in Frankfurt since April 15, 1998.
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Deutsche Börse, Prime Standard, Frankfurt
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Trading Symbol: PFV |
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International Securities Identification Number:
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ISIN DE0006916604 |
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Reuters Symbol:
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PV.DE |
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New York Stock Exchange (NYSE), New York
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Trading Symbol: PV |
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International Securities Identification Number:
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ISIN US7170671025 |
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Number of shares issued:
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8,790,600 (including 100,076 treasury stock) |
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Free-float as of September 30, 2005:
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100 % |
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Market capitalization as of September 30, 2005:
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364.7 million |
On the stock exchange in Frankfurt, Pfeiffer Vacuum share performance significantly outpaced the
TecDAX during the first nine months of 2005. While the TecDAX advanced by 17.5 % from 520 to 611 points, Pfeiffer Vacuum shares surged
ahead by 26.2 %. On January 3, 2005, the shares opened at 32.87 and closed at 41.49 on September
30, 2005. They reached their low for the period of 31.60 on January 19, 2005, their high for the
period of 42.39 on April 7, 2005.
The prices of Pfeiffer Vacuum ADRs on the NYSE, which are traded in U.S. dollars, additionally
reflect changes in the exchange rate parity between the euro and the U.S. dollar over the course of
the year 2005: The ADRs opened on January 3, 2005, at a price of US$44.64 and closed on September
30, 2005, at US$49.63. Their high for the period of US$54.25 was reached on April 7, 2005, their
low for the period of US$41.62 on January 20, 2005.
As one of the highest dividend issuers in the TecDAX, Pfeiffer Vacuum distributed a dividend to its
shareholders this year for the seventh year in a row. At the Annual Shareholders Meeting on June 8,
2005, the shareholders resolved with a clear majority to distribute a dividend of 0.90 per share,
representing an increase of nearly 30 % over prior year (0.70).
The Company was awarded three prizes during the first nine months of the year 2005 for its open,
ongoing financial communications:
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3rd place in the Mid Caps category and in the overall rankings in the BIRD 2005
Best Investor Relations Deutschland competition, based upon a survey of small
shareholders conducted by investor magazine Börse Online |
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2nd place in the TecDAX category in the CAPITAL Investor Relations Prize 2005,
based upon a European-wide survey of analysts |
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1st place in the TecDAX segment in ManagerMagazins competition for the best
annual report 2005 |
4
The Pfeiffer Vacuum Groups Business and Position
In a competitive environment that was characterized by economic stagnation, Pfeiffer Vacuum
succeeded in significantly increasing both sales and operating profit in the Companys core line of
business during the first nine months of 2005. Discontinued operations related to the DVD line of
business, which is presented separately in the income statement, had only a marginal impact on the
Companys consolidated results for the first nine months of 2005 and none at all in the third
quarter of 2005. Due to growth in the Companys core line of business and the removal of the DVD
operations, after-tax earnings were at 16.2 million as of the end of September 2005 up 30.1 % over
prior year.
Overall Economic Environment and Industry Situation
The world economy deteriorated overall in comparison with the year 2004. There was a general
slowdown in the pace of growth on nearly all continents. Nevertheless, the markets in China and
India posted above average growth. In Europe, overall growth is expected to be down from the prior
year, in spite of relatively high growth rates in Eastern Europe countries. The level of economic
growth in Germany again deteriorated in comparison with the year before.
Generally speaking, the reasons for this global development include significantly higher energy
prices, and in Germany, the fact that reform efforts had ground to a halt prior to the national
parliamentary elections.
The competitive situation in the vacuum industry, coupled with the poor development of the overall
economy, especially in the industrialized nations that are relevant for sales of products and
services, led to heightened competitive pressure in the vacuum market.
Sales by Segment (Companies)
During the first nine months of 2005, the Company succeeded in growing its sales by a total of 4.9
million, or 4.4 %, to 117.6 million. Year on year, in fact, the third quarter of 2005 saw sales
rise by a healthy 2.7 million or 7.2 %.
The Companys business operations include the development,
manufacture, sale and service of vacuum pumps, vacuum measurement, components and analysis
equipment and instruments, as well as vacuum systems. The subsidiaries in the individual countries
are independent legal entities with their own management which distribute the products and provide
services. Accordingly, the Company identifies its operating segments geographically.
5
The Pfeiffer Vacuum Groups Business and Position
Due to the similarity of their economic characteristics, including nature of products sold, type of
customers, method of product distribution and economic environment, the Company aggregates its
European subsidiaries outside Germany into one reportable segment, Europe (excluding Germany).
Sales by Segment
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
In K |
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2005 |
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2004 |
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2005 |
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2004 |
Net sales |
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Germany |
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17,765 |
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16,709 |
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51,292 |
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49,748 |
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Europe (excluding Germany) |
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12,027 |
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10,536 |
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37,568 |
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33,455 |
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United States |
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9,718 |
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9,311 |
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26,563 |
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25,802 |
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Asia |
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551 |
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802 |
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2,157 |
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3,636 |
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Total |
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40,061 |
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37,358 |
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117,580 |
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112,641 |
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Analysis of these numbers shows that the Company was essentially able to increase sales in all
geographical segments. Only in the segment of Asia did sales decline. During the first nine months
of 2005, the strongest growth, in both absolute and relative terms, was recorded in the segment of
Europe (excluding Germany), where sales totaled 37.6 million, up 4.1 million, or 12.3 %, from the
comparable period the year before. In Germany, sales advanced by 1.5 million, or 3.1 %, to a total
of 51.3 million. Germany thus continued to be the segment that accounted for the highest share of
total sales, 43.6 %. In the United States, sales increased from 25.8 million to 26.6 million,
representing growth of 0.8 million or 2.9 %. The sales of the U.S. distribution subsidiary were
adversely impacted by approximately 0.8 million due to the weakness of the U.S. dollar. Expressed
in U.S. dollars, sales rose by 6.3 % to US$33.6 million.
Rigorous efforts aimed at winning new customers and expanding business with existing customers and
new products enabled Pfeiffer Vacuum to go against the general economic trend in growing sales.
6
The Pfeiffer Vacuum Groups Business and Position
Sales by Region
To provide additional information, the Company is also presenting sales by region in the following
table. It includes all sales in a given region, regardless of which company in the Pfeiffer Vacuum
Group actually generated these sales.
Sales by Region
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
In K |
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2005 |
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2004 |
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2005 |
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2004 |
Net sales |
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Germany |
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10,598 |
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10,355 |
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31,077 |
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30,788 |
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Europe (excluding Germany) |
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12,321 |
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11,120 |
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38,465 |
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35,989 |
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United States |
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9,746 |
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9,274 |
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26,470 |
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25,655 |
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Asia |
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6,924 |
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6,296 |
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20,243 |
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19,316 |
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Rest of world |
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472 |
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313 |
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1,325 |
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893 |
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Total |
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40,061 |
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37,358 |
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117,580 |
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112,641 |
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This table, too, shows that Pfeiffer Vacuum was able to increase its sales in all regions.
Accounting for 32.7 % of total sales, Europe (excluding Germany) continues to be the Companys
largest market. Sales growth of 2.5 million, or 6.9 %, stands in positive contrast to the general
trend of economic development in the European economic region.
Sales by Product
Sales by Product
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
In K |
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2005 |
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2004 |
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2005 |
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2004 |
Net sales |
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Turbopumps |
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16,049 |
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14,150 |
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47,585 |
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45,375 |
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Measurement/analysis equipment,
components |
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9,530 |
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10,914 |
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30,241 |
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31,708 |
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Service |
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6,100 |
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6,513 |
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17,528 |
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18,787 |
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Backing pumps |
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6,184 |
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4,882 |
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16,724 |
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13,347 |
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Systems |
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2,198 |
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899 |
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5,502 |
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3,424 |
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Total |
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40,061 |
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37,358 |
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117,580 |
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112,641 |
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The above table shows the overriding importance of turbopumps to the Company. During the first
nine months of 2005, this product line generated total sales of 47.6 million, representing an
increase of 2.2 million, or 4.9 %, over the prior year. Turbopumps generated 40.5 % of the
Companys total sales. Nearly all of the sales growth in turbo pumps of 2.2 million was recorded
in the third quarter
7
The Pfeiffer Vacuum Groups Business and Position
(1.9 million). Backing pump sales also developed positively, rising by 3.4 million, or
25.3
%, to 16.7 million as per
the end of September 2005. On the other hand, there was a decline in net sales of
measurement/analysis equipment, components and service. The strongest growth during the first nine
months of 2005 stemmed from system sales, which were up 60.7 %. Here, too, the majority of the
growth was recorded in the third quarter of 2005.
New Orders and Orders on Hand
New orders in the first nine months of 2005 advanced by 4.3 million,
or 3.7 %, over the comparable period in 2004 to a total of 121.9 million. The book-to-bill ratio,
the quotient of new orders and sales, thus stood
at 104 % on September 30, 2005. New orders for turbopumps, the Companys core product, were up
sharply by 5.7 million, or 12.7 %, from 45.0 million in the first nine months of 2004 to 50.7
million in 2005. In addition, new orders for backing pumps increased by 2.5 million, or 16.9 %,
from 14.8 million to 17.3 million, while new orders in connection with systems declined
moderately by 0.8 million. Service orders declined by a total of 1.3 million in 2005.
Orders on hand rose by 3.9 million, from 26.4 million at the end of September 2004 to
30.3
million on September 30, 2005. This 14.8 % increase was predominantly attributable to the higher
level of orders on hand for turbopumps, which rose by 3.4 million from 11.9 million to 15.3
million. Declining by a total of 1.2 million, on the other hand, orders on hand for backing pumps,
systems and service were down in comparison with the year before. Orders on hand for measurement/
analysis equipment and components advanced by 1.7 million to 6.6 million.
Contracts are only recorded as orders on hand if they are based upon binding contracts. The value
of orders on hand should not be used to predict future sales and order volumes.
Earnings Development
Cost of sales and gross margin
The cost of sales incurred through September 30, 2005, totaled 62.9 million. This represents an
increase of 2.9 million over the 60.1 million for the comparable period the year before. By
entering into long-term contracts with suppliers, the Company was able to keep prices at a
virtually constant level for cast iron, stainless steel and aluminum, for example, in contrast to
the global development. Consequently, with a gross profit of 54.6 million gross margin of 46.5 %
remained virtually unchanged from the year before (gross margin 46.7 %).
8
The Pfeiffer Vacuum Groups Business and Position
Selling and marketing expenses
Selling and marketing expenses totaled 14.3 million as of September 30, 2005, as opposed to 13.9
million for the corresponding period the year before. Selling and marketing expenses increased by
0.4 million as a result of various marketing measures. Relative to sales, the ratio declined from
12.4 % in the first nine months of 2004 to 12.2 % in 2005.
General and administrative expenses
In the first three quarters of 2005, general and administrative expenses totaled 9.0 million, down
0.2 million from the comparable prior year period (9.2 million). Relative to sales, the ratio
declined from 8.1 % to 7.6 %.
Research and development expenses
In absolute terms, research and development expenses of 4.9 million for the first nine months and
1.5 million in the third quarter were similar to prior year amounts. As a result of higher sales,
however, the expense ratio declined from 4.3 % to 4.2 % (first nine months of 2005) and from 4.0 %
to 3.8 % (third quarter).
The Company will maintain the percentage of expenses allocated for research and development at a
high level. Pfeiffer Vacuum is dependent upon maintaining its technological edge in designing and
manufacturing vacuum pumps, and invests in order to be able to continue to sustain its position on
the world market, to expand its market shares and to open up new markets. All expenditures for
research and development are expensed as they are incurred.
Operating profit
During the first nine months of 2005, operating profit rose sharply from 24.6 million to 26.4
million, representing growth of 1.8 million or 7.3 %. At 9.4 million, the Companys operating
profit in the third quarter of 2005 was also up sharply from 2004 (8.6 million). The ratio between
operating profit and sales, totaled 22.5 % for the first nine months of the year, up 0.7 percentage
points year on year. It also rose from 23.1 % in the third quarter of 2004 to 23.5 % in the third
quarter of 2005.
9
The Pfeiffer Vacuum Groups Business and Position
Financial income
Financial income or loss comprises interest expense, interest income and exchange rate gains or losses. As of September 30, 2005, financial income totaled 1.9 million,
as opposed to 1.6 million for the comparable period in 2004. 0.4 million of this increase were
attributable, in particular, to higher exchange rate gains on payments received in U.S. dollars.
This was offset by higher interest expense related to interest paid on a retroactive tax payment.
Income taxes
A tax audit on the German group companies covering the years 1999 through 2002 was concluded in
2005. This resulted in additional tax expense of 152,000, which was paid in the second quarter of
2005.
The Companys tax rate on profits from continued operations totaled 39.9 % for the first three
quarters of 2005 and 39.6 % for the first three quarters of 2004. The tax rate for the third
quarter of 2005 was 40.0 % (third quarter of 2004: 38.4 %).
Net income from continuing operations and net income
Net income from continuing operations totaled 17.0 million as of September 30, 2005 (first nine
months of 2004: 15.8 million). This represents an improvement of 1.2 million, or 7.6 %, over
September 2004. The after-tax return on sales thus stood at 14.5 % (first nine months of 2004: 14.1 %).
Given the losses from discontinued operations (see comments below under Major events in fiscal
2005), this results in net income of 16.2 million as of September 30, 2005. In comparison with
the prior year (12.5 million), this represents an increase of 3.8 million, or 30.1 %. Net income
of 5.9 million was earned in the third quarter of 2005 (third quarter of 2004: 3.9 million).
Financial Position
The financial position of the Pfeiffer Vacuum Group continues to be characterized by cash and cash
equivalents on the assets side of the balance sheet and by shareholders equity on the opposite
side. The balance sheet total on September 30, 2005, rose by 7.4 %, or 9.2 million, in comparison
with December 31, 2004. On the liability side of the balance sheet, this was especially
attributable to the 10.2 %, or 10.1 million, rise in shareholders equity. As a consequence of
payments accrued and tax liabilities declined by 17.8 %, or 2.7 million. The equity ratio stood at
81.4 %, representing a further improvement from
10
The Pfeiffer Vacuum Groups Business and Position
its high level of 79.3 % in 2004. The development of shareholders equity already includes the dividend
payment totaling 7.8 million. The Companys above-average shareholders equity continues to enable
it to finance its investments and operations without having to resort to bank debt.
On the asset side, the increase in the balance sheet total was predominantly attributable to the
13.1 million increase in cash and cash equivalents to 58.1 million, as well as the 3.5 million
rise in trade accounts receivable to 22.4 million. This was compensated for by the 4.0 million
decline in long- and short-term securities to 6.0 million. The development of liquid assets
results from the cash flow statement.
Cash Flow
Cash flow from operating activities totaled 17.7 million for the first nine months of 2005 and
represents a decline of 2.2 million from the 19.9 million total for the comparable period in
2004. This was attributable, in particular, to the 3.2 million increase in income tax liabilities
and the 1.2 million rise in other payables, which had a total positive impact of 4.4 million on
cash flow as of September 30, 2004. In addition, the 2.9 million rise in trade accounts receivable
as of September 30, 2005 was 2.7 million higher than in 2004, primarily due to higher net sales.
On the other hand, the 3.8 million rise in net income had a compensating effect.
Net cash provided by investing activities totaled 2.2 million for the first nine months of the
year 2005. The key factors in this regard, in particular, consisted of security redemptions (9.0
million) as well as securities purchased (5.0 million), which netted to net cash provided of 4.0
million. A total of 2.1 million was invested in fixed assets (first nine months of 2004: 2.9
million).
A dividend of 0.90 per share was approved at the Annual Shareholders Meeting in June 2005. A total
of 7.8 million was distributed to shareholders (2004: 6.1 million). As in the year before, the
dividend payment was the only factor that influenced net cash used in financing activities.
Cash and cash equivalents rose by a total of 13.1 million as of the nine months ended September
30, 2005 (prior years period: 11.3 million), amounting to 58.1 million, or 43.2 % of the balance
sheet total, on September 30, 2005. Pfeiffer Vacuum is thus able to generate the required cash from
operating activities to financing its day-to-day business and investment projects.
11
The Pfeiffer Vacuum Groups Business and Position
Major Events in Fiscal 2005
In the second quarter of 2005, corporate management, with the required approval of the Supervisory
Board, discontinued its DVD line of business. This decision was based upon the sustained economic
weakness of this line of business, which was attributable, among other things, to the poor customer
payment record. According to U.S. GAAP accounting rules, the losses incurred in this line of
business are presented separately in the income statement as discontinued operations.
While losses in the first nine months of 2004 had still totaled approximately 3.4 million, they
were reduced to 0.8 million in 2005. In fact, expenses and income offset one another in the third
quarter of 2005. The Company does not anticipate that discontinued operations will have any major
impact on profitability in the future.
During the first nine months of the 2005 fiscal year, there was no change in the economic or
competitive environment or in the Companys position, aside from its withdrawal from DVD business.
Nor do any events of particular significance exist subsequent to the close of the quarter.
Workforce
As of September 30, 2005, the Company employed a workforce of 693 people, 511 of them in Germany and 182 in other countries.
Workforce
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
Other Countries |
|
|
September 30, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Manufacturing |
|
|
278 |
|
|
|
301 |
|
|
|
56 |
|
|
|
57 |
|
Research and Development |
|
|
77 |
|
|
|
96 |
|
|
|
|
|
|
|
|
|
Sales and Marketing |
|
|
101 |
|
|
|
103 |
|
|
|
96 |
|
|
|
91 |
|
Administration |
|
|
55 |
|
|
|
65 |
|
|
|
30 |
|
|
|
34 |
|
Total |
|
|
511 |
|
|
|
565 |
|
|
|
182 |
|
|
|
182 |
|
As a result of its withdrawal from DVD business, the Companys personnel level in Germany declined by 9.6 % in comparison with September 30, 2004.
Risk Report
During the first nine months of the 2005 fiscal year, there were no changes in the risks described
on pages 76 through 79 of the 2004 Annual Report. The Annual Report can be downloaded over the Internet from www.pfeiffer-vacuum.de.
12
The Pfeiffer Vacuum Groups Business and Position
Outlook
The
forecast for the world economic growth was again diminished to 2.5 %. Pfeiffer Vacuums growth
rate in the first nine months of 2005 was above this forecast.
Despite low economic growth on a global basis management is optimistic that the Company will
achieve a slight increase in sales in the fourth quarter of 2005 compared to the first three
quarters based on current order intake information.
Major negative impacts due to the US dollar exchange rate or significant increases in commodity prices are not expected in the fourth quarter of 2005.
Overall, the Company assumes that along with constantly growing sales its profitability will remain
in line with the first three quarters or slightly improve.
13
Interim Financial Statements
Consolidated Statements of Income (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
September 30, |
|
September 30, |
In K |
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
40,061 |
|
|
|
37,358 |
|
|
|
117,580 |
|
|
|
112,641 |
|
Cost of sales |
|
|
(21,482 |
) |
|
|
(19,948 |
) |
|
|
(62,944 |
) |
|
|
(60,086 |
) |
Gross profit |
|
|
18,579 |
|
|
|
17,410 |
|
|
|
54,636 |
|
|
|
52,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing expenses |
|
|
(4,712 |
) |
|
|
(4,603 |
) |
|
|
(14,331 |
) |
|
|
(13,911 |
) |
General and administrative expenses |
|
|
(2,916 |
) |
|
|
(2,714 |
) |
|
|
(8,973 |
) |
|
|
(9,164 |
) |
Research and development expenses |
|
|
(1,528 |
) |
|
|
(1,481 |
) |
|
|
(4,928 |
) |
|
|
(4,879 |
) |
Operating profit |
|
|
9,423 |
|
|
|
8,612 |
|
|
|
26,404 |
|
|
|
24,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(3 |
) |
|
|
(2 |
) |
|
|
(106 |
) |
|
|
(21 |
) |
Interest income |
|
|
219 |
|
|
|
112 |
|
|
|
826 |
|
|
|
773 |
|
Foreign exchange gain |
|
|
227 |
|
|
|
94 |
|
|
|
1,224 |
|
|
|
836 |
|
Income from continuing operations before taxes |
|
|
9,866 |
|
|
|
8,816 |
|
|
|
28,348 |
|
|
|
26,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
(3,947 |
) |
|
|
(3,388 |
) |
|
|
(11,312 |
) |
|
|
(10,360 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
5,919 |
|
|
|
5,428 |
|
|
|
17,036 |
|
|
|
15,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations of DVD business net of tax |
|
|
|
|
|
|
(1,507 |
) |
|
|
(681 |
) |
|
|
(3,362 |
) |
Loss on disposal net of tax |
|
|
|
|
|
|
|
|
|
|
(138 |
) |
|
|
|
|
Loss on discontinued operations net of tax |
|
|
|
|
|
|
(1,507 |
) |
|
|
(819 |
) |
|
|
(3,362 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
5,919 |
|
|
|
3,921 |
|
|
|
16,217 |
|
|
|
12,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income
per ordinary share and ADR from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations (in ) |
|
|
0.68 |
|
|
|
0.62 |
|
|
|
1.96 |
|
|
|
1.82 |
|
Discontinued operations (in ) |
|
|
|
|
|
|
(0.17 |
) |
|
|
(0.09 |
) |
|
|
(0.39 |
) |
Net |
|
|
0.68 |
|
|
|
0.45 |
|
|
|
1.87 |
|
|
|
1.43 |
|
See accompanying notes to the interim financial statements.
14
Interim Financial Statements
Consolidated Balance Sheets (unaudited)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
In K |
|
2005 |
|
2004 |
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
58,084 |
|
|
|
44,986 |
|
Trade accounts receivable |
|
|
22,434 |
|
|
|
18,967 |
|
Other accounts receivable |
|
|
2,630 |
|
|
|
4,056 |
|
Inventories |
|
|
13,729 |
|
|
|
13,954 |
|
Investment securities |
|
|
|
|
|
|
9,000 |
|
Prepaid expenses |
|
|
653 |
|
|
|
541 |
|
Deferred tax assets |
|
|
956 |
|
|
|
774 |
|
Other current assets |
|
|
|
|
|
|
564 |
|
Assets held for sale |
|
|
258 |
|
|
|
1,519 |
|
Total current assets |
|
|
98,744 |
|
|
|
94,361 |
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
575 |
|
|
|
491 |
|
Property, plant and equipment |
|
|
22,787 |
|
|
|
23,225 |
|
Investment Securities |
|
|
6,000 |
|
|
|
1,002 |
|
Deferred tax assets |
|
|
2,428 |
|
|
|
2,328 |
|
Prepaid pension cost |
|
|
2,823 |
|
|
|
2,817 |
|
Other assets |
|
|
1,125 |
|
|
|
1,009 |
|
Total non-current assets |
|
|
35,738 |
|
|
|
30,872 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
134,482 |
|
|
|
125,233 |
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
Trade accounts payable |
|
|
3,429 |
|
|
|
2,965 |
|
Accrued liabilities |
|
|
7,435 |
|
|
|
9,519 |
|
Income tax liabilities |
|
|
5,088 |
|
|
|
5,720 |
|
Customer deposits |
|
|
1,332 |
|
|
|
1,911 |
|
Other payables |
|
|
4,688 |
|
|
|
2,328 |
|
Liabilities held for sale |
|
|
146 |
|
|
|
1,186 |
|
Total current liabilities |
|
|
22,118 |
|
|
|
23,629 |
|
|
|
|
|
|
|
|
|
|
Convertible bonds |
|
|
768 |
|
|
|
794 |
|
Accrued pension |
|
|
2,106 |
|
|
|
1,455 |
|
Total non-current liabilities |
|
|
2,874 |
|
|
|
2,249 |
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
Share capital (13,459,350 no par value ordinary shares authorized,
8,790,600 issued and 8,690,524 outstanding
at September 30, 2005 and at December 31, 2004) |
|
|
22,504 |
|
|
|
22,504 |
|
Additional paid-in capital |
|
|
2,821 |
|
|
|
2,821 |
|
Retained earnings |
|
|
87,652 |
|
|
|
79,256 |
|
Accumulated other comprehensive loss |
|
|
(1,049 |
) |
|
|
(2,788 |
) |
Treasury stock, at cost (100,076 ordinary shares) |
|
|
(2,438 |
) |
|
|
(2,438 |
) |
Total shareholders equity |
|
|
109,490 |
|
|
|
99,355 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
|
134,482 |
|
|
|
125,233 |
|
See accompanying notes to the interim financial statements.
15
Interim Financial Statements
Consolidated Statements of Shareholders Equity (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income/Loss |
|
|
|
|
|
Total |
|
|
|
|
|
|
Additional |
|
|
|
|
|
Minimum |
|
Cumulative |
|
Unrealized |
|
|
|
|
|
share- |
|
|
Share |
|
paid-in |
|
Retained |
|
pension |
|
translation |
|
gain/(loss) |
|
Treasury |
|
holders |
In K |
|
capital |
|
capital |
|
earnings |
|
liability |
|
adjustment |
|
on hedges |
|
stock |
|
equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
January 1, 2003 |
|
|
22,504 |
|
|
|
2,821 |
|
|
|
65,870 |
|
|
|
(656 |
) |
|
|
1,560 |
|
|
|
409 |
|
|
|
|
|
|
|
92,508 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(4,903 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,903 |
) |
Treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,438 |
) |
|
|
(2,438 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
12,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,746 |
|
Components of other
comprehensive income
- net of tax of (305) - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
592 |
|
|
|
(3,609 |
) |
|
|
141 |
|
|
|
|
|
|
|
(2,876 |
) |
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,870 |
|
Balance at
December 31, 2003 |
|
|
22,504 |
|
|
|
2,821 |
|
|
|
73,713 |
|
|
|
(64 |
) |
|
|
(2,049 |
) |
|
|
550 |
|
|
|
(2,438 |
) |
|
|
95,037 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(6,083 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,083 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
11,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,626 |
|
Components of other
comprehensive income
- net of tax of 294 - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(100 |
) |
|
|
(765 |
) |
|
|
(360 |
) |
|
|
|
|
|
|
(1,225 |
) |
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,401 |
|
Balance at
December 31, 2004 |
|
|
22,504 |
|
|
|
2,821 |
|
|
|
79,256 |
|
|
|
(164 |
) |
|
|
(2,814 |
) |
|
|
190 |
|
|
|
(2,438 |
) |
|
|
99,355 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(7,821 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,821 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
16,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,217 |
|
Components of other
comprehensive income
- net of tax of 181 - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,036 |
|
|
|
(297 |
) |
|
|
|
|
|
|
1,739 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,956 |
|
Balance at
September 30, 2005 |
|
|
22,504 |
|
|
|
2,821 |
|
|
|
87,652 |
|
|
|
(164 |
) |
|
|
(778 |
) |
|
|
(107 |
) |
|
|
(2,438 |
) |
|
|
109,490 |
|
See accompanying notes to the interim financial statements.
16
Interim Financial Statements
Consolidated Statements of Cash Flows (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, |
In K |
|
2005 |
|
2004 |
|
|
|
|
|
|
|
|
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
|
16,217 |
|
|
|
12,467 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
2,415 |
|
|
|
2,483 |
|
Gain on disposal of fixed assets |
|
|
(31 |
) |
|
|
(48 |
) |
Change in deferred taxes |
|
|
|
|
|
|
60 |
|
Provision for doubtful accounts |
|
|
127 |
|
|
|
897 |
|
Gain (loss) on disposal of discontinued operations and
changes in assets and liabilities held for sale |
|
|
35 |
|
|
|
(1,317 |
) |
Effects of changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
(2,939 |
) |
|
|
(198 |
) |
Other accounts receivable |
|
|
1,442 |
|
|
|
169 |
|
Inventories |
|
|
606 |
|
|
|
(1,830 |
) |
Prepaid expenses |
|
|
(99 |
) |
|
|
13 |
|
Other current assets |
|
|
258 |
|
|
|
588 |
|
Other long-term assets |
|
|
(75 |
) |
|
|
(284 |
) |
Prepaid pension cost |
|
|
(6 |
) |
|
|
|
|
Accrued pension liabilities |
|
|
585 |
|
|
|
770 |
|
Accounts payable trade |
|
|
455 |
|
|
|
211 |
|
Income tax liabilities |
|
|
(649 |
) |
|
|
3,241 |
|
Accrued other liabilities |
|
|
(2,210 |
) |
|
|
810 |
|
Customer deposits |
|
|
(623 |
) |
|
|
643 |
|
Other payables |
|
|
2,164 |
|
|
|
1,189 |
|
Net cash provided by operating activities |
|
|
17,672 |
|
|
|
19,864 |
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from disposal of fixed assets |
|
|
65 |
|
|
|
132 |
|
Proceeds from disposal of discontinued operations |
|
|
171 |
|
|
|
|
|
Capital expenditures |
|
|
(2,080 |
) |
|
|
(2,852 |
) |
Purchase of investment securities |
|
|
(4,998 |
) |
|
|
|
|
Repayment of investment securities |
|
|
9,000 |
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
2,158 |
|
|
|
(2,720 |
) |
|
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
Dividend payment |
|
|
(7,821 |
) |
|
|
(6,083 |
) |
Net cash used in financing activities |
|
|
(7,821 |
) |
|
|
(6,083 |
) |
|
|
|
|
|
|
|
|
|
Effects of foreign exchange rate changes on
cash and cash equivalents |
|
|
1,089 |
|
|
|
226 |
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
13,098 |
|
|
|
11,287 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
44,986 |
|
|
|
29,432 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
|
58,084 |
|
|
|
40,719 |
|
|
|
|
|
|
|
|
|
|
Non-cash transactions: |
|
|
|
|
|
|
|
|
Repayments of convertible bonds and employee loans |
|
|
(26 |
) |
|
|
(26 |
) |
See accompanying notes to the interim financial statements.
17
Notes to the Interim Financial Statements (unaudited)
1. The Company and Basis of Presentation
Pfeiffer Vacuum is a full-line manufacturer in the vacuum technology business offering solutions
for a variety of customer applications relating to the generation, control and measurement of
vacuum. The products developed and manufactured at the production facility in Asslar, Germany,
include turbomolecular pumps, a range of backing pumps, such as rotary vane, Roots and dry pumps,
complete pumping stations as well as customized vacuum systems, vacuum components and instruments.
Pfeiffer Vacuum distributes its products through a network of its own sales offices and
subsidiaries as well as independent marketing agents. Moreover, there are service support centers
in most major industrial locations throughout the world. The Companys primary markets are located
in Europe, the United States and Asia.
The Consolidated Financial Statements of Pfeiffer Vacuum Technology AG and its subsidiaries (the
Company or Pfeiffer Vacuum) have been prepared in accordance with United States Generally
Accepted Accounting Principles (U.S. GAAP). The interim financial statements reflect all
adjustments (consisting only of normal recurring adjustments) which are necessary for a fair
presentation of the financial position, results of operations and cash flows of the Company. For
further information, refer to the consolidated financial statements and footnotes thereto included
in the Pfeiffer Vacuum Technology AG annual report on Form 20-F for the year ended December 31,
2004, and the Companys homepage (www.pfeiffer-vacuum.de).
Pfeiffer Vacuum presents its Consolidated Financial Statements in euros ().
2. Summary of Significant Accounting Policies
Consolidation Principles
All companies which Pfeiffer Vacuum Technology AG directly or indirectly controls are consolidated.
The Company is considered to control an entity if it either directly or indirectly holds a majority
of the voting rights and can therefore exercise a controlling influence.
All material intercompany gains and losses, receivables, liabilities, revenues and expenses are
eliminated as part of the consolidation process.
18
Notes to the Interim Financial Statements (unaudited)
Use of Estimates
The preparation of the Consolidated Financial Statements requires management to make estimates and
assumptions that affect the amounts of assets and liabilities on the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period that are
reported in the financial statements and accompanying notes. These estimates and assumptions could
differ from the actual results.
Components of Operating Expenses
Cost of sales include all expenses that are related to the sold product or service in a direct or
indirect manner, for example, material consumption (including inbound freight charges), production
related wages and salaries, purchasing and receiving costs, inspection costs, warehousing costs and
certain service costs. Inventory excess and obsolescence charges are also recorded in cost of sales
as well as warranty related expenses. Selling and marketing expenses mainly include wages and
salaries, costs for marketing and advertising and costs related to trade fairs and conventions as
well as other merchandising costs (including catalogs, brochures, etc.). General and administrative
expenses predominantly include wages and salaries, allowance for doubtful accounts, audit and other
general consulting fees and other costs that relate to the company as a whole (e.g., IT
consulting).
Reclassifications
Certain prior-year amounts have been reclassified to provide comparability with the presentation of
the current year financial statements.
Foreign Currency Translation
The financial statements of the Companys foreign subsidiaries have been translated into euros ()
in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency
Translation. The functional currency of all of the Companys foreign subsidiaries is the
applicable local currency in which that entity conducts its business. When translating foreign
functional currency financial statements, year-end exchange rates are applied to the assets and
liabilities, while average annual exchange rates are applied to income statement accounts. The
resulting translation adjustments are recorded as accumulated other comprehensive income (loss).
19
Notes to the Interim Financial Statements (unaudited)
3. New U.S. Legislation and Accounting Rules
As a result of the Companys listing at New York Stock Exchange, it is subject not only to the
provisions of German law (corporation, codetermination and capital market legislation) and of its
own Articles of Association but also to the licensing requirements of the New York Stock Exchange.
American capital market legislation specifically the Sarbanes-Oxley Act and the rules and
regulations of the Securities and Exchange Commission (SEC) also apply to Pfeiffer.
4. Restructuring
In
July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activities. This Standard requires that a liability for costs associated with exit or disposal
activities be recognized in the period in which the costs are incurred if a reasonable estimate of
fair value can be made.
During the third quarter of 2004 and after other cost reduction measures proved ineffective, the
Company decided to cease the DVD business and entered into a plan of termination which impacted
most of the employees in this division. DVD-business deals with development and production of
manufacturing lines for digital versatile discs and falls within the operating segment Germany. Due
to the German Works Council Constitution Act (Betriebsverfassungsgesetz) the Company must reach and
reached an agreement with its workers council regarding the provisions of the one-time termination
benefits for 51 employees. This agreement included the date of termination of each employment
contract, amounts of termination payments and the payment date. The accrued amount includes only
the severance payment and not regular salaries which were paid out during the minimum retention
period and reflected as period costs. An employee will receive severance regardless of whether such
employee remains with the Company for the minimum retention period.
The redundancy plan was approved by the management, having the corresponding authority to do so,
the employees to be terminated, their function and their location were identified in this plan,
each dismissed employee was able to calculate their individual indemnity by using the formula set
up in the plan (depending on age, seniority and salary) and it was and is still unlikely that
significant changes to the plan will be made or that the plan will be withdrawn.
The total amount expensed in the third quarter of 2004 regarding this redundancy plan was
approximately 1.2 million. The accrued restructuring costs due to the redundancy program amounted
to 0.9 million at December 31, 2004 and were completely paid off until September 30, 2005. The
Company does not expect additional expenses due to this program.
20
Notes to the Interim Financial Statements (unaudited)
5. Discontinued Operations
In the second quarter of 2005, the management board committed to a plan to dispose of this
business, having obtained supervisory board approval as required in order to terminate this
sideline activity. Beginning with the second quarter of 2005, the DVD business as part of the
segment Germany is reflected as a discontinued operation. All prior period statements have been
restated accordingly.
In April 2005, the Company sold by auction the fixed assets and the respective inventories of the
manufacturing site in Aschaffenburg. The disposal of the fixed assets and the respective
inventories resulted in a loss before tax of approximately 0.2 million.
Gains and losses of discontinued operations were as follows:
Gains and Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
September 30, |
|
September 30, |
In K |
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Loss from operations of DVD business
before income tax benefit |
|
|
|
|
|
|
(2,426 |
) |
|
|
(1,097 |
) |
|
|
(5,411 |
) |
Income tax benefit |
|
|
|
|
|
|
919 |
|
|
|
416 |
|
|
|
2,049 |
|
Net loss from operations of DVD business |
|
|
|
|
|
|
(1,507 |
) |
|
|
(681 |
) |
|
|
(3,362 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on disposal before income tax benefit |
|
|
|
|
|
|
|
|
|
|
(222 |
) |
|
|
|
|
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
84 |
|
|
|
|
|
Net loss on disposal |
|
|
|
|
|
|
|
|
|
|
(138 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loss from discontinued operations
before income tax benefit |
|
|
|
|
|
|
(2,426 |
) |
|
|
(1,319 |
) |
|
|
(5,411 |
) |
Income tax benefit |
|
|
|
|
|
|
919 |
|
|
|
500 |
|
|
|
2,049 |
|
Net total loss from discontinued operations |
|
|
|
|
|
|
(1,507 |
) |
|
|
(819 |
) |
|
|
(3,362 |
) |
The Company expects that any future expenses due to the discontinued operations will not be
material.
21
Notes to the Interim Financial Statements (unaudited)
The assets and liabilities of the discontinued operations were as follows:
Assets and Liabilities
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
In K |
|
2005 |
|
2004 |
Assets |
|
|
|
|
|
|
|
|
Trade accounts receivable and other receivables |
|
|
43 |
|
|
|
6 |
|
Inventories net |
|
|
215 |
|
|
|
911 |
|
Intangible and fixed assets |
|
|
|
|
|
|
602 |
|
Total current assets |
|
|
258 |
|
|
|
1,519 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Trade accounts payable and other payables |
|
|
50 |
|
|
|
1,060 |
|
Accrued other liabilities |
|
|
96 |
|
|
|
126 |
|
Total current liabilities |
|
|
146 |
|
|
|
1,186 |
|
6. Inventories
Inventories are stated at the lower of cost or market.
Inventories consist of the following:
Inventories
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
In K |
|
2005 |
|
2004 |
Raw materials |
|
|
4,225 |
|
|
|
4,218 |
|
Work-in-process |
|
|
3,266 |
|
|
|
4,241 |
|
Finished products |
|
|
6,238 |
|
|
|
5,495 |
|
Total inventories |
|
|
13,729 |
|
|
|
13,954 |
|
7. Investment Securities
The Company holds investment securities amounting to 6.0 million, which will be held until final
maturity and are consequently valued at carrying cost of acquisition. During the third quarter of
2005, the Company purchased investment securities amounting to approximately 2.0 million.
Within the second quarter of 2005, the issuer executed the right to repay the investment security
amounting to 9.0 million before original maturity according to the notes of the investment.
22
Notes to the Interim Financial Statements (unaudited)
8. Stock-Based Compensation Convertible Bonds
As permitted under SFAS No. 123, Accounting for Stock-Based Compensation, as amended, the Company
applies the intrinsic value-based method in accordance with APB Opinion No. 25 for its stock-based
compensation plans. Under APB No. 25, Accounting for Stock Issued to Employees, compensation
expense is recorded on the measurement date only if the current market price of the underlying
stock exceeds the exercise price.
As of September 30, 2005, employees had returned 3,000 of these convertible bonds having an
aggregate principal value of 384,000 and repaid the corresponding employee loans.
Accounting for Stock Based Compensation
A summary of option shares related to the convertible bonds is as follows:
Shares Related to the Convertible Bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Number of |
|
Exercise Price |
|
|
Shares Outstanding |
|
per Share |
Convertible shares outstanding January 1, 2004 |
|
|
330,000 |
|
|
|
44.74 |
|
Granted |
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
Forfeited |
|
|
(20,000 |
) |
|
|
42.86 |
|
Convertible shares outstanding December 31, 2004 |
|
|
310,000 |
|
|
|
44.86 |
|
Granted |
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
Forfeited |
|
|
(10,000 |
) |
|
|
42.86 |
|
Convertible shares outstanding September 30, 2005 |
|
|
300,000 |
|
|
|
44.93 |
|
Shares exercisable at September 30, 2005 totaled 228,000. The fair value of each option grant
is estimated on the date of grant using the BlackScholes option pricing model with the following
assumptions used for grants in 2002 and 2000: Risk-free interest rates ranging from 4 % to 5 %;
expected lives ranging from 4.5 to 6 years; expected dividend yield of 1 % to 2 %; and expected
volatility ranging from 30 % to 40 %.
SFAS 123 requires disclosure of pro forma information regarding net income and earnings per share
as if the Company had accounted for its stock-based compensation to employees using the fair value
method. For pro forma purposes, using the fair value method the Companys net income from
continuing operations would have been K 16,711 and the respective earnings per share would have
been 1.92 and net loss from discontinued operations would have been K 1,144 and the respective
earnings per share would have been (0.13) for the nine months ended
23
Notes to the Interim Financial Statements (unaudited)
September 30, 2005. For the three months ended September 30, 2005 the proforma net income from
continuing operations would have been K 5,811 and the respective earnings per share would have been 0.67. There would have been no
losses from discontinued operations in the third quarter of 2005.
9. Earnings per Ordinary and Diluted Share and ADR
The following table sets forth the computation of basic and diluted earnings per share and ADR:
Earnings per Ordinary and Diluted Share and ADR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
September 30, |
|
September 30, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
(in thousands ) |
|
|
5,919 |
|
|
|
5,428 |
|
|
|
17,036 |
|
|
|
15,829 |
|
Loss on discontinued operations
(in thousands ) |
|
|
|
|
|
|
(1,507 |
) |
|
|
(819 |
) |
|
|
(3,362 |
) |
Net income (in thousands ) |
|
|
5,919 |
|
|
|
3,921 |
|
|
|
16,217 |
|
|
|
12,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per
share weighted-average shares |
|
|
8,690,524 |
|
|
|
8,690,524 |
|
|
|
8,690,524 |
|
|
|
8,690,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per
share adjusted weighted average
shares and assumed conversions |
|
|
8,690,524 |
|
|
|
8,690,524 |
|
|
|
8,690,524 |
|
|
|
8,690,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share and ADR from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations () |
|
|
0.68 |
|
|
|
0.62 |
|
|
|
1.96 |
|
|
|
1.82 |
|
Discontinued operations () |
|
|
|
|
|
|
(0.17 |
) |
|
|
(0.09 |
) |
|
|
(0.39 |
) |
Net |
|
|
0.68 |
|
|
|
0.45 |
|
|
|
1.87 |
|
|
|
1.43 |
|
Diluted earnings per share and ADR from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations () |
|
|
0.68 |
|
|
|
0.62 |
|
|
|
1.96 |
|
|
|
1.82 |
|
Discontinued operations () |
|
|
|
|
|
|
(0.17 |
) |
|
|
(0.09 |
) |
|
|
(0.39 |
) |
Net |
|
|
0.68 |
|
|
|
0.45 |
|
|
|
1.87 |
|
|
|
1.43 |
|
24
Notes to the Interim Financial Statements (unaudited)
10. Pension Benefits and Similar Obligations
Most employees of the Company are entitled to receive pension benefits from Pfeiffer Vacuum, which
are covered by defined benefit plans. Plan assets for the German Pension Plans are held in the
Pfeiffer Vacuum Trust e. V. (the Trust), a registered association. It is an independent,
bankruptcy-protected, separate legal entity whose sole purpose is to act in a fiduciary capacity as
trustee for the assets held. Contributions for the year 2004 totalled K 836. The trust has
invested this cash in a mutual fund managed by an unrelated third party that pursues a target
allocation of 30 % in equities and 70 % in fixed-income securities and cash.
Pension expense for all plans included the following components:
Pension Expense for All Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
September 30, |
|
September 30, |
In K |
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Service cost |
|
|
253 |
|
|
|
221 |
|
|
|
755 |
|
|
|
662 |
|
Interest cost |
|
|
552 |
|
|
|
516 |
|
|
|
1,653 |
|
|
|
1,548 |
|
Expected return on assets |
|
|
(546 |
) |
|
|
(501 |
) |
|
|
(1,635 |
) |
|
|
(1,504 |
) |
Amortization of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
unrecognized net actuarial (gains) losses |
|
|
38 |
|
|
|
4 |
|
|
|
114 |
|
|
|
11 |
|
unrecognized prior service cost |
|
|
18 |
|
|
|
19 |
|
|
|
55 |
|
|
|
57 |
|
unrecognized net obligation |
|
|
7 |
|
|
|
|
|
|
|
19 |
|
|
|
|
|
Net pension cost |
|
|
322 |
|
|
|
259 |
|
|
|
961 |
|
|
|
774 |
|
In March 2005, the Company contributed approximately 0.8 million to the Pfeiffer Vacuum Trust
e. V. as plan assets for its German based early retirement obligation. Analog to the pension plan
presentation, Pfeiffer Vacuum offsets these designated assets against the early retirement
obligation in the liabilities section of the consolidated financial statements.
25
Notes to the Interim Financial Statements (unaudited)
11. Warranty
Warranty accruals are established in the period the related revenue is recognized. The estimate is
based on managements estimate and historical experience by specific product type.
Warranty provisions developed as follows:
Warranty Provisions
|
|
|
|
|
|
|
|
|
|
|
September 30, |
In K |
|
2005 |
|
2004 |
Balance at beginning of period |
|
|
2,897 |
|
|
|
3,529 |
|
Warranties issued during the period |
|
|
1,365 |
|
|
|
1,085 |
|
Utilization of accruals |
|
|
(181 |
) |
|
|
(91 |
) |
Balance at end of period |
|
|
4,081 |
|
|
|
4,523 |
|
12. Segment Information
The Companys business activities include the development, manufacture, sale and service of vacuum
pumps, vacuum components and instruments, as well as vacuum systems. The subsidiaries in the
individual countries are independent legal entities with their own management which distribute the
products and provide services. Accordingly, the Company identifies its operating segments
geographically. Due to the similarity of their economic characteristics, including nature of
products sold, type of customers, method of product distribution and economic environment, the
Company aggregates its European subsidiaries outside Germany into one reportable segment, Europe
(excluding Germany).
The Company evaluates the success and performance of its subsidiaries on the basis of their income
before income tax.
26
Notes to the Interim Financial Statements (unaudited)
Information concerning the Companys continuing operations by geographic locations is summarized as
follows:
Continuing Operations by Geographic Locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
September 30, |
|
September 30, |
In K |
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated |
|
|
17,765 |
|
|
|
16,709 |
|
|
|
51,292 |
|
|
|
49,748 |
|
Intercompany |
|
|
14,068 |
|
|
|
11,698 |
|
|
|
41,605 |
|
|
|
37,124 |
|
|
|
|
31,833 |
|
|
|
28,407 |
|
|
|
92,897 |
|
|
|
86,872 |
|
Europe (excluding Germany) |
|
|
12,040 |
|
|
|
10,550 |
|
|
|
37,626 |
|
|
|
33,524 |
|
United States |
|
|
9,769 |
|
|
|
9,315 |
|
|
|
26,619 |
|
|
|
25,813 |
|
Asia |
|
|
785 |
|
|
|
983 |
|
|
|
2,974 |
|
|
|
4,079 |
|
|
|
|
54,427 |
|
|
|
49,255 |
|
|
|
160,116 |
|
|
|
150,288 |
|
Intercompany eliminations |
|
|
(14,366 |
) |
|
|
(11,897 |
) |
|
|
(42,536 |
) |
|
|
(37,647 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
40,061 |
|
|
|
37,358 |
|
|
|
117,580 |
|
|
|
112,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
7,588 |
|
|
|
6,782 |
|
|
|
20,906 |
|
|
|
19,140 |
|
Europe (excluding Germany) |
|
|
1,028 |
|
|
|
901 |
|
|
|
2,846 |
|
|
|
2,832 |
|
United States |
|
|
803 |
|
|
|
851 |
|
|
|
1,996 |
|
|
|
1,966 |
|
Asia |
|
|
93 |
|
|
|
89 |
|
|
|
594 |
|
|
|
513 |
|
|
|
|
9,512 |
|
|
|
8,623 |
|
|
|
26,342 |
|
|
|
24,451 |
|
Intercompany eliminations |
|
|
(89 |
) |
|
|
(11 |
) |
|
|
62 |
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
9,423 |
|
|
|
8,612 |
|
|
|
26,404 |
|
|
|
24,601 |
|
Information concerning the Companys discontinued operations by geographic locations is
summarized as follows:
Discontinued Operations by Geographic Locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
September 30, |
|
September 30, |
In K |
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated |
|
|
36 |
|
|
|
1,847 |
|
|
|
442 |
|
|
|
4,851 |
|
Intercompany |
|
|
(25 |
) |
|
|
3 |
|
|
|
(37 |
) |
|
|
5 |
|
|
|
|
11 |
|
|
|
1,850 |
|
|
|
405 |
|
|
|
4,856 |
|
Intercompany eliminations |
|
|
25 |
|
|
|
(3 |
) |
|
|
37 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
36 |
|
|
|
1,847 |
|
|
|
442 |
|
|
|
4,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
(25 |
) |
|
|
(2,423 |
) |
|
|
(1,388 |
) |
|
|
(5,394 |
) |
Intercompany eliminations |
|
|
25 |
|
|
|
(3 |
) |
|
|
37 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
0 |
|
|
|
(2,426 |
) |
|
|
(1,351 |
) |
|
|
(5,399 |
) |
27
Notes to the Interim Financial Statements (unaudited)
13. Income Tax Expense
Under German corporate tax law, taxes on income are composed of corporate taxes, trade taxes and an additional surtax.
The Companys effective tax rate of its continuing operations was 39.9 % for the first nine months
of 2005 and 39.6 % for the first nine months of 2004. The effective tax rate for the third quarter
2005 was 40.0 % (2004: 38.4 %).
The tax rate used for calculation of the income tax benefit from discontinued operations was 37.9 %
in both, the nine month period ended September 30, 2005 and 2004, respectively.
28
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
November 7, 2005
PFEIFFER VACUUM TECHNOLOGY AG
By: /s/ Wolfgang Dondorf
_________________________________
Wolfgang Dondorf
Chief Executive Officer
By: /s/ Manfred Bender
_________________________________
Manfred Bender
Chief Financial Officer
29
Additional Information
Financial Calendar 2006
|
|
2005 Annual Results
Thursday, March 23, 2006 |
|
|
|
1st Quarter 2006 Results
Wednesday, May 3, 2006 |
|
|
|
Annual Shareholders Meeting
Wednesday, May 31, 2006 |
|
|
|
2nd Quarter 2006 (1st Half Year) Results
Tuesday, August 8, 2006 |
|
|
|
3rd Quarter 2006 (9-Months) Results
Tuesday, November 7, 2006 |
Contacts
Investor Relations
Gudrun Geissler
Berliner Strasse 43
35614 Asslar
Germany
Phone: +49 (0) 6441 802-314
Fax: +49 (0) 6441 802-365
Gudrun.Geissler@pfeiffer-vacuum.de
www.pfeiffer-vacuum.net
Public Relations
Sabine Trylat
Berliner Strasse 43
35614 Asslar
Germany
Phone: +49 (0) 6441 802-169
Fax: +49 (0) 6441 802-883
Presse@pfeiffer-vacuum.de
www.pfeiffer-vacuum.net
30