FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission file number 001-14264
For the month of June 2005
PFEIFFER VACUUM TECHNOLOGY AG
(Translation of registrant’s name into English)
Berliner Strasse 43
D–35614 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 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):
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 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________
PFEIFFER VACUUM TECHNOLOGY AG
Table of Contents
2
PFEIFFER VACUUM TECHNOLOGY AG
CONSOLIDATED STATEMENTS OF INCOME
(in thousands other than per share amounts)
(unaudited)
| | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended |
| | June 30, | | June 30, |
| | 2005 | | 2004 | | 2005 | | 2004 |
| | € | | € | | € | | € |
Net sales | | | 39,931 | | | | 37,816 | | | | 77,519 | | | | 75,283 | |
Cost of sales | | | (21,371 | ) | | | (20,210 | ) | | | (41,462 | ) | | | (40,138 | ) |
| | | | | | | | | | | | | | | | |
Gross profit | | | 18,560 | | | | 17,606 | | | | 36,057 | | | | 35,145 | |
| | | | | | | | | | | | | | | | |
Selling and marketing expenses | | | (5,065 | ) | | | (4,736 | ) | | | (9,619 | ) | | | (9,308 | ) |
General and administrative expenses | | | (3,042 | ) | | | (3,042 | ) | | | (6,057 | ) | | | (6,450 | ) |
Research and development expenses | | | (1,624 | ) | | | (1,796 | ) | | | (3,400 | ) | | | (3,398 | ) |
| | | | | | | | | | | | | | | | |
Operating profit | | | 8,829 | | | | 8,032 | | | | 16,981 | | | | 15,989 | |
| | | | | | | | | | | | | | | | |
Interest expense | | | (95 | ) | | | (5 | ) | | | (103 | ) | | | (19 | ) |
Interest income | | | 431 | | | | 586 | | | | 607 | | | | 661 | |
Foreign exchange gain | | | 552 | | | | 243 | | | | 997 | | | | 742 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before taxes | | | 9,717 | | | | 8,856 | | | | 18,482 | | | | 17,373 | |
| | | | | | | | | | | | | | | | |
Income taxes | | | (3,871 | ) | | | (3,555 | ) | | | (7,365 | ) | | | (6,972 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | | 5,846 | | | | 5,301 | | | | 11,117 | | | | 10,401 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | | | | | | |
Loss from operations of DVD business net of tax | | | (338 | ) | | | (918 | ) | | | (681 | ) | | | (1,855 | ) |
Loss on disposal net of tax | | | (138 | ) | | | — | | | | (138 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Loss on discontinued operations net of tax | | | (476 | ) | | | (918 | ) | | | (819 | ) | | | (1,855 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income | | | 5,370 | | | | 4,383 | | | | 10,298 | | | | 8,546 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic and diluted income per ordinary share and ADR from: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Continuing operations (in€) | | | 0.67 | | | | 0.61 | | | | 1.28 | | | | 1.20 | |
Discontinued operations (in€) | | | (0.05 | ) | | | (0.11 | ) | | | (0.10 | ) | | | (0.22 | ) |
Net | | | 0.62 | | | | 0.50 | | | | 1.18 | | | | 0.98 | |
| | | | | | | | | | | | | | | | |
See accompanying notes to the consolidated financial statements.
3
PFEIFFER VACUUM TECHNOLOGY AG
CONSOLIDATED BALANCE SHEETS
(in thousands, unaudited)
| | | | | | | | |
| | June 30, | | December 31, |
| | 2005 | | 2004 |
| | € | | € |
Assets | | | | | | | | |
Cash and cash equivalents | | | 52,171 | | | | 44,986 | |
Trade accounts receivable — net | | | 22,645 | | | | 18,967 | |
Other accounts receivable | | | 2,139 | | | | 4,056 | |
Inventories — net | | | 15,174 | | | | 13,954 | |
Investment securities | | | — | | | | 9,000 | |
Prepaid expenses | | | 763 | | | | 541 | |
Deferred tax assets — net | | | 945 | | | | 774 | |
Other current assets | | | 150 | | | | 564 | |
Assets held for sale | | | 265 | | | | 1,519 | |
| | | | | | | | |
Total current assets | | | 94,252 | | | | 94,361 | |
| | | | | | | | |
Intangible assets | | | 568 | | | | 491 | |
Property, plant and equipment — net | | | 23,179 | | | | 23,225 | |
Investment Securities | | | 4,002 | | | | 1,002 | |
Deferred tax assets — net | | | 2,428 | | | | 2,328 | |
Prepaid pension cost | | | 2,822 | | | | 2,817 | |
Other assets | | | 1,220 | | | | 1,009 | |
| | | | | | | | |
Total non-current assets | | | 34,219 | | | | 30,872 | |
Total assets | | | 128,471 | | | | 125,233 | |
| | | | | | | | |
| | | | | | | | |
Liabilities and shareholders’ equity | | | | | | | | |
Trade accounts payable | | | 3,608 | | | | 2,965 | |
Accrued liabilities | | | 7,347 | | | | 9,519 | |
Income tax liabilities | | | 5,701 | | | | 5,720 | |
Customer deposits | | | 1,105 | | | | 1,911 | |
Other payables | | | 3,929 | | | | 2,328 | |
Other current liabilities | | | 142 | | | | — | |
Liabilities held for sale | | | 301 | | | | 1,186 | |
| | | | | | | | |
Total current liabilities | | | 22,133 | | | | 23,629 | |
| | | | | | | | |
Convertible bonds | | | 768 | | | | 794 | |
Accrued pension | | | 2,050 | | | | 1,455 | |
| | | | | | | | |
Total non-current liabilities | | | 2,818 | | | | 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 June 30, 2005 and at December 31, 2004) | | | 22,504 | | | | 22,504 | |
Additional paid-in capital | | | 2,821 | | | | 2,821 | |
Retained earnings | | | 81,733 | | | | 79,256 | |
Accumulated other comprehensive loss | | | (1,100 | ) | | | (2,788 | ) |
Treasury stock, at cost (100,076 ordinary shares) | | | (2,438 | ) | | | (2,438 | ) |
| | | | | | | | |
Total shareholders’ equity | | | 103,520 | | | | 99,355 | |
Total liabilities and shareholders’ equity | | | 128,471 | | | | 125,233 | |
| | | | | | | | |
See accompanying notes to the consolidated financial statements.
4
PFEIFFER VACUUM TECHNOLOGY AG
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Accumulated Other Comprehensive Income | | | | | | |
| | | | | | Additional | | | | | | Minimum | | Cumulative | | Unrealized | | | | | | Total |
| | Share | | paid-in | | Retained | | pension | | translation | | gain/(loss) | | Treasury | | shareholders’ |
| | capital | | capital | | earnings | | liability | | adjustment | | on hedges | | stock | | equity |
| | (€ in thousands) |
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€ (11) — | | | | | | | | | | | | | | | (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 | | | | | | | | | | | 10,298 | | | | | | | | | | | | | | | | | | | | 10,298 | |
Components of other comprehensive income — net of tax of€ 159 — | | | | | | | | | | | | | | | | | | | 1,966 | | | | (278 | ) | | | | | | | 1,688 | |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,986 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2005 | | | 22,504 | | | | 2,821 | | | | 81,733 | | | | (164 | ) | | | (848 | ) | | | (88 | ) | | | (2,438 | ) | | | 103,520 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to the consolidated financial statements.
5
PFEIFFER VACUUM TECHNOLOGY AG
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
| | | | | | | | |
| | Six months ended June 30, |
| | 2005 | | 2004 |
| | € | | € |
Cash flow from operating activities: | | | | | | | | |
Net income | | | 10,298 | | | | 8,546 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | 1,644 | | | | 1,664 | |
Gain on disposal of fixed assets | | | (11 | ) | | | (47 | ) |
Change in deferred taxes | | | — | | | | (43 | ) |
Provision for doubtful accounts | | | 170 | | | | (303 | ) |
Loss on disposal of discontinued operations and changes in assets and liabilities held for sale | | | 205 | | | | (3,393 | ) |
Effects of changes in operating assets and liabilities: | | | | | | | | |
Trade accounts receivable | | | (3,227 | ) | | | 914 | |
Other accounts receivable | | | 1,930 | | | | (199 | ) |
Inventories | | | (814 | ) | | | (2,383 | ) |
Prepaid expenses | | | (202 | ) | | | (21 | ) |
Other current assets | | | 108 | | | | 254 | |
Other long-term assets | | | (158 | ) | | | 131 | |
Prepaid pension cost | | | (5 | ) | | | — | |
Accrued pension liabilities | | | 506 | | | | 876 | |
Accounts payable trade | | | 630 | | | | 613 | |
Income tax liabilities | | | (64 | ) | | | 3,292 | |
Accrued other liabilities | | | (2,308 | ) | | | (208 | ) |
Customer deposits | | | (807 | ) | | | 482 | |
Other payables | | | 1,582 | | | | 2,750 | |
| | | | | | | | |
Net cash provided by operating activities | | | 9,477 | | | | 12,925 | |
| | | | | | | | |
Cash flow from investing activities: | | | | | | | | |
Proceeds from disposal of fixed assets | | | 37 | | | | 87 | |
Proceeds from disposal of discontinued operations | | | 171 | | | | — | |
Capital expenditures | | | (1,686 | ) | | | (845 | ) |
Purchase of investment securities | | | (3,000 | ) | | | — | |
Repayment of investment securities | | | 9,000 | | | | — | |
| | | | | | | | |
Net cash provided by (used in) investing activities | | | 4,522 | | | | (758 | ) |
| | | | | | | | |
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 | | | 1,007 | | | | 376 | |
| | | | | | | | |
| | | | | | | | |
Net increase in cash and cash equivalents | | | 7,185 | | | | 6,460 | |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 44,986 | | | | 29,432 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | | 52,171 | | | | 35,892 | |
| | | | | | | | |
| | | | | | | | |
Non-cash transactions: | | | | | | | | |
Repayments of convertible bonds and employee loans | | | (26 | ) | | | (26 | ) |
| | | | | | | | |
See accompanying notes to the consolidated financial statements.
6
PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2005
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 Company’s 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.
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.
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).
7
PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 Company’s 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 Company’s 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).
3. New U.S. Legislation and Accounting Rules
As a result of the Company’s 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 entered into a plan of termination which impacted employees in the DVD business. This 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 are 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 decreased to approximately€ 0.1 million at June 30, 2005, as payments were made. The remaining payment will be in the third quarter 2005.
8
PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED 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 of approximately€ 0.2 million.
Gains and losses of discontinued operations were as follows:
| | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended |
| | June 30, | | June 30, |
| | 2005 | | 2004 | | 2005 | | 2004 |
| | € (in thousands) | | € (in thousands) |
Loss from operations of DVD business before income tax benefit | | | (545 | ) | | | (1,477 | ) | | | (1,097 | ) | | | (2,985 | ) |
Income tax benefit | | | 207 | | | | 559 | | | | 416 | | | | 1,130 | |
| | | | | | | | | | | | | | | | |
Net loss from operations of DVD business | | | (338 | ) | | | (918 | ) | | | (681 | ) | | | (1,855 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Loss on disposal before income tax benefit | | | (222 | ) | | | — | | | | (222 | ) | | | — | |
Income tax benefit | | | 84 | | | | — | | | | 84 | | | | — | |
| | | | | | | | | | | | | | | | |
Net loss on disposal | | | (138 | ) | | | — | | | | (138 | ) | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total loss from discontinued operations before income tax benefit | | | (767 | ) | | | (1,477 | ) | | | (1,319 | ) | | | (2,985 | ) |
Income tax benefit | | | 291 | | | | 559 | | | | 500 | | | | 1,130 | |
| | | | | | | | | | | | | | | | |
Net total loss from discontinued operations | | | (476 | ) | | | (918 | ) | | | (819 | ) | | | (1,855 | ) |
| | | | | | | | | | | | | | | | |
The Company expects that any future expenses due to the discontinued operations will not be material.
The assets and liabilities of the discontinued operations were as follows:
| | | | | | | | |
| | June 30, | | December 31, |
| | 2005 | | 2004 |
| | € in thousands |
Assets | | | | | | | | |
Cash and cash equivalents | | | 8 | | | | — | |
Trade accounts receivable and other receivables | | | 42 | | | | 6 | |
Inventories — net | | | 215 | | | | 911 | |
Intangible and fixed assets | | | — | | | | 602 | |
| | | | | | | | |
Total current assets | | | 265 | | | | 1,519 | |
| | | | | | | | |
| | | | | | | | |
Liabilities | | | | | | | | |
Trade accounts payable and other payables | | | 186 | | | | 1,060 | |
Accrued other liabilities | | | 115 | | | | 126 | |
| | | | | | | | |
Total current liabilities | | | 301 | | | | 1,186 | |
| | | | | | | | |
9
PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.
Inventories consist of the following:
| | | | | | | | |
| | June 30, | | December 31, |
| | 2005 | | 2004 |
| | (€ in thousands) |
Raw materials | | | 4,098 | | | | 4,218 | |
Work-in-process | | | 4,433 | | | | 4,241 | |
Finished products | | | 6,643 | | | | 5,495 | |
| | | | | | | | |
Total inventories | | | 15,174 | | | | 13,954 | |
| | | | | | | | |
7. Investment Securities
The Company holds investment securities amounting to€ 4.0 million, which will be held until final maturity and are consequently valued at carrying cost of acquisition.
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. Interest income amounting to€ 144,000 for the six month ended June 30, 2005 was paid by the issuer and included in the Company’s interest income of 2005.
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 June 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:
| | | | | | | | |
| | Number of | | Weighted Average |
| | Shares | | Exercise Price |
| | 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 June 30, 2005 | | | 300,000 | | | | 44.93 | |
| | | | | | | | |
10
PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Shares exercisable at June 30, 2005 totaled 228,000. The fair value of each option grant is estimated on the date of grant using the Black-Scholes 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 Company’s net income from continuing operations would have been K€ 10,901 and the respective earnings per share would have been€ 1.25 and net loss from discontinued operations would have been K€ 1.035 and the respective earnings per share would have been€ (0.12) for the six months ended June 30, 2005. For the three months ended June 30, 2005 the proforma net income from continuing operations would have been K€ 5,738 and the respective earnings per share would have been€ 0.66, the net loss from discontinued operations would have been K€ 584 and the respective earnings per share would have been€ (0.07).
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:
| | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended |
| | June 30, | | June 30, |
| | 2005 | | 2004 | | 2005 | | 2004 |
Numerator: | | | | | | | | | | | | | | | | |
Income from continuing operations (in thousands€) | | | 5,846 | | | | 5,301 | | | | 11,117 | | | | 10,401 | |
Loss on discontinued operations (in thousands€) | | | (476 | ) | | | (918 | ) | | | (819 | ) | | | (1,855 | ) |
| | | | | | | | | | | | | | | | |
Net income (in thousands€) | | | 5,370 | | | | 4,383 | | | | 10,298 | | | | 8,546 | |
| | | | | | | | | | | | | | | | |
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 (€) | | | 0.67 | | | | 0.61 | | | | 1.28 | | | | 1.20 | |
Discontinued operations (€) | | | (0.05 | ) | | | (0.11 | ) | | | (0.10 | ) | | | (0.22 | ) |
| | | | | | | | | | | | | | | | |
Net | | | 0.62 | | | | 0.50 | | | | 1.18 | | | | 0.98 | |
Diluted earnings per share and ADR from: | | | | | | | | | | | | | | | | |
Continuing operations (€) | | | 0.67 | | | | 0.61 | | | | 1.28 | | | | 1.20 | |
Discontinued operations (€) | | | (0.05 | ) | | | (0.11 | ) | | | (0.10 | ) | | | (0.22 | ) |
| | | | | | | | | | | | | | | | |
Net | | | 0.62 | | | | 0.50 | | | | 1.18 | | | | 0.98 | |
11
PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
10. Share Ownership
The following table shows (known to the Company) the number of Ordinary Shares, ADR and Convertible Bonds of the Company as of June 30, 2005 owned by all members of the Supervisory Board and the Management Board:
| | | | | | | | | | | | |
| | Ordinary | | | | | | Convertible |
Members of the Supervisory Board | | Shares | | ADRs | | Bonds |
Dr. Michael Oltmanns | | | 100 | | | | 0 | | | | 0 | |
Michael J. Anderson | | | 0 | | | | 0 | | | | 0 | |
Prof. Dr. Klaus Jürgen Kügler | | | 0 | | | | 0 | | | | 0 | |
Götz Timmerbeil | | | 0 | | | | 0 | | | | 0 | |
Edgar Keller | | | 0 | | | | 0 | | | | 0 | |
Günter Schneider | | | 80 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
| | Ordinary | | | | | | Convertible |
Members of the Management Board | | Shares | | ADRs | | Bonds |
Wolfgang Dondorf | | | 34,100 | | | | 200 | | | | 0 | |
Manfred Bender | | | 140 | | | | 0 | | | | 750 | |
11. Employees
As of June 30, 2005 the Company employed 694 people, of which 511 are in Germany and 183 in other countries.
Headcount
| | | | | | | | | | | | | | | | |
| | June 30, |
| | 2005 | | 2004 | | 2005 | | 2004 |
| | Germany | | Other Countries |
Production | | | 277 | | | | 298 | | | | 56 | | | | 57 | |
Research and Development | | | 79 | | | | 95 | | | | — | | | | — | |
Selling and Marketing | | | 101 | | | | 104 | | | | 96 | | | | 93 | |
Administration | | | 54 | | | | 65 | | | | 31 | | | | 35 | |
| | | | | | | | | | | | | | | | |
Total | | | 511 | | | | 562 | | | | 183 | | | | 185 | |
| | | | | | | | | | | | | | | | |
The Company’s manpower dropped in Germany by 9.1% primarily due to its withdrawal from DVD business. The above figures for the German production group as of June 30, 2005 contain three remaining employees from the discontinued DVD business.
12. 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 totaled 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.
12
PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Pension expense for all plans included the following components:
| | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended |
| | June 30, | | June 30, |
| | 2005 | | 2004 | | 2005 | | 2004 |
| | (€ in thousands) |
Service cost | | | 252 | | | | 221 | | | | 502 | | | | 441 | |
Interest cost | | | 551 | | | | 516 | | | | 1,101 | | | | 1,032 | |
Expected return on assets | | | (545 | ) | | | (501 | ) | | | (1,089 | ) | | | (1,002 | ) |
Amortization of: | | | | | | | | | | | | | | | | |
unrecognized net actuarial (gains) losses | | | 38 | | | | 3 | | | | 76 | | | | 7 | |
unrecognized prior service cost | | | 18 | | | | 19 | | | | 37 | | | | 38 | |
unrecognized net obligation | | | 6 | | | | — | | | | 12 | | | | — | |
| | | | | | | | | | | | | | | | |
Net pension cost | | | 320 | | | | 258 | | | | 639 | | | | 516 | |
| | | | | | | | | | | | | | | | |
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.
13. 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 consist of the following:
| | | | | | | | |
| | June 30, |
| | 2005 | | 2004 |
| | (€ in thousands) |
Balance at beginning of period | | | 2,897 | | | | 3,529 | |
Warranties issued during the period | | | 1,285 | | | | 773 | |
Utilization of accruals | | | (167 | ) | | | (88 | ) |
| | | | | | | | |
Balance at end of period | | | 4,015 | | | | 4,214 | |
| | | | | | | | |
14. Segment Information
The Company evaluates the success and performance of its subsidiaries on the basis of their income before income tax.
The Company’s 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. Consequently, segment reporting is country-based.
13
PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Information concerning the Company’s continuing operations by geographic locations is summarized as follows:
| | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended |
| | June 30, | | June 30, |
| | 2005 | | 2004 | | 2005 | | 2004 |
| | (€ in thousands) | | (€ in thousands) |
Net Sales | | | | | | | | | | | | | | | | |
Germany | | | | | | | | | | | | | | | | |
Unaffiliated | | | 17,645 | | | | 16,581 | | | | 33,527 | | | | 33,039 | |
Intercompany | | | 13,999 | | | | 12,722 | | | | 27,537 | | | | 25,426 | |
| | | | | | | | | | | | | | | | |
| | | 31,644 | | | | 29,303 | | | | 61,064 | | | | 58,465 | |
Europe excluding Germany | | | 12,287 | | | | 11,630 | | | | 25,586 | | | | 22,974 | |
United States | | | 9,132 | | | | 8,623 | | | | 16,850 | | | | 16,498 | |
Rest of World | | | 1,303 | | | | 1,158 | | | | 2,189 | | | | 3,096 | |
| | | | | | | | | | | | | | | | |
| | | 54,366 | | | | 50,714 | | | | 105,689 | | | | 101,033 | |
Intercompany eliminations | | | (14,435 | ) | | | (12,898 | ) | | | (28,170 | ) | | | (25,750 | ) |
| | | | | | | | | | | | | | | | |
Total | | | 39,931 | | | | 37,816 | | | | 77,519 | | | | 75,283 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating profit | | | | | | | | | | | | | | | | |
Germany | | | 6,633 | | | | 6,137 | | | | 13,318 | | | | 12,358 | |
Europe excluding Germany | | | 914 | | | | 1,132 | | | | 1,818 | | | | 1,931 | |
United States | | | 877 | | | | 542 | | | | 1,193 | | | | 1,115 | |
Rest of World | | | 353 | | | | 157 | | | | 501 | | | | 424 | |
| | | | | | | | | | | | | | | | |
| | | 8,777 | | | | 7,968 | | | | 16,830 | | | | 15,828 | |
Intercompany eliminations | | | 52 | | | | 64 | | | | 151 | | | | 161 | |
| | | | | | | | | | | | | | | | |
Total | | | 8,829 | | | | 8,032 | | | | 16,981 | | | | 15,989 | |
| | | | | | | | | | | | | | | | |
|
|
Information concerning the Company’s discontinued operations by geographic locations is summarized as follows: |
|
| | Three months ended | | Six months ended |
| | June 30, | | June 30, |
| | 2005 | | 2004 | | 2005 | | 2004 |
| | (€ in thousands) | | (€ in thousands) |
Net Sales | | | | | | | | | | | | | | | | |
Germany | | | | | | | | | | | | | | | | |
Unaffiliated | | | 363 | | | | 1,431 | | | | 406 | | | | 3,004 | |
Intercompany | | | (12 | ) | | | 2 | | | | (12 | ) | | | 2 | |
| | | | | | | | | | | | | | | | |
| | | 351 | | | | 1,433 | | | | 394 | | | | 3,006 | |
Intercompany eliminations | | | 12 | | | | (2 | ) | | | 12 | | | | (2 | ) |
| | | | | | | | | | | | | | | | |
Total | | | 363 | | | | 1,431 | | | | 406 | | | | 3,004 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating profit | | | | | | | | | | | | | | | | |
Germany | | | (812 | ) | | | (1,471 | ) | | | (1,363 | ) | | | (2,971 | ) |
Intercompany eliminations | | | 12 | | | | (2 | ) | | | 12 | | | | (2 | ) |
| | | | | | | | | | | | | | | | |
Total | | | (800 | ) | | | (1,473 | ) | | | (1,351 | ) | | | (2,973 | ) |
| | | | | | | | | | | | | | | | |
14
PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
15. Income Tax Expense
Under German corporate tax law, taxes on income are composed of corporate taxes, trade taxes and an additional surtax.
The Company’s effective tax rate of its continuing operations was 39.8% for the first six months of 2005 and 40.1% for the first six months of 2004.
The tax rate used for calculation of the income tax benefit from discontinued operations was 37.9% in both, the six month period ended June 30, 2005 and 2004, respectively.
15
PFEIFFER VACUUM TECHNOLOGY AG
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004
(Percentages calculated based on amounts in thousands€)
Since the second quarter of 2005 the Company reported gains and losses from discontinued operations. All prior periods amounts have been reclassified to provide comparability with the presentation of the current year financial statements.
Net Sales
The following table summarizes the Company’s net sales bysegment:
| | | | | | | | | | | | | | | | |
| | Three months ended |
| | June 30, 2005 | | June 30, 2004 |
| | (€ in thousands) | | % | | (€ in thousands) | | % |
Net Sales from continuing operations | | | | | | | | | | | | | | | | |
Germany | | | 17,645 | | | | 44.2 | | | | 16,581 | | | | 43.8 | |
Europe excluding Germany | | | 12,277 | | | | 30.7 | | | | 11,588 | | | | 30.6 | |
United States | | | 9,130 | | | | 22.9 | | | | 8,620 | | | | 22.8 | |
Rest of World | | | 879 | | | | 2.2 | | | | 1,027 | | | | 2.8 | |
| | | | | | | | | | | | | | | | |
| | | 39,931 | | | | 100.0 | | | | 37,816 | | | | 100.0 | |
| | | | | | | | | | | | | | | | |
Discontinued operations:
| | | | | | | | |
| | Three months ended |
| | June 30, 2005 | | June 30, 2004 |
| | (€ in thousands) |
Net Sales from discontinued operations | | | | | | | | |
Germany | | | 363 | | | | 1,431 | |
| | | | | | | | |
The Company’s total net sales from continuing operations amounted to€ 39.9 million in the three months ended June 30, 2005 and increased by€ 2.1 million or 5.6% from€ 37.8 million in the previous year’s period. The segment Germany (German subsidiaries) increased its sales by€ 1.1 million primarily due to increased demand of German customers in the second quarter of 2005 compared to the second quarter of 2004. The sales of the European subsidiaries increased by€ 0.7 million. The revenues of the U.S. sales company increased in U.S. dollar by $1.1 million or 11.0%, but due to the weakness of the U.S. dollar against the euro the sales were adversely impacted by the effect of exchange rate differences amounting to approximately€ 0.4 million. The sales of the Company’s DVD business, reported in discontinued operations (segment Germany), decreased by€ 1.1 million.
Net sales revenue in the Company’s core product, the turbo pump, increased by€ 1.6 million or 10.2% from€ 15.5 million in the second quarter of 2004 to€ 17.0 million in 2005. In fore vacuum pumps an increase by€ 1.6 million or 40.4% was recorded, offset by decreased sales in vacuum system by€ 1.1 million. Revenue in service decreased by€ 0.3 million, sales in vacuum instruments and components increased by€ 0.3 million.
The Company’s sales increase in the second quarter of the year 2005 compared to the second quarter of the year 2004 was mainly due to an increase in the volume of products slightly offset by an altered product mix.
16
PFEIFFER VACUUM TECHNOLOGY AG
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Additionally, for the readers convenience the Company summarized its net sales bygeographical area in the following table. Net sales by geographical area include all sales within a particular area, regardless of which subsidiary realizes the revenues.
The Company’s net sales from continuing operations bygeographical areaare:
| | | | | | | | | | | | | | | | |
| | Three months ended |
| | June 30, 2005 | | June 30, 2004 |
| | (€ in thousands) | | % | | (€ in thousands) | | % |
Net Sales | | | | | | | | | | | | | | | | |
Germany | | | 10,944 | | | | 27.4 | | | | 9,865 | | | | 26.1 | |
Europe excluding Germany | | | 12,263 | | | | 30.7 | | | | 13,079 | | | | 34.6 | |
United States | | | 9,059 | | | | 22.7 | | | | 8,556 | | | | 22.6 | |
Asia | | | 7,194 | | | | 18.0 | | | | 5,979 | | | | 15.8 | |
Rest of World | | | 471 | | | | 1.2 | | | | 337 | | | | 0.9 | |
| | | | | | | | | | | | | | | | |
Total | | | 39,931 | | | | 100.0 | | | | 37,816 | | | | 100.0 | |
| | | | | | | | | | | | | | | | |
The Company’s total net sales from continuing operations increased by€ 2.1 million or 5.6% from€ 37.8 million in the three months ended June 30, 2004 to€ 39.9 million in the respective period of the current year. In the second quarter of 2005 sales in Germany increased by€ 1.1 million and made up the sales decrease in Germany in the first quarter of 2005, offset by decreased sales in Europe (excluding Germany) by€ 0.8 million. Sales in the U.S. increased by€ 0.5 million despite the adversely effect of the weakness of the U.S. dollar against the euro amounting to approximately€ 0.4 million. The Company’s efforts to expand its sales in the Asian region led to a sales increase of€ 1.2 million or 20.3%. In the rest of world a small increase by€ 0.1 million was realized.
Order intake and Order backlog
The order intake increased by€ 2.5 million (6.4%) from€ 39.1 million in the three month period ended June 30, 2004 to€ 41.6 million in 2005. Orders in turbo pumps, the Company’s core product, recorded a significant increase by€ 4.1 million or 29.7% from€ 13.8 million in the second quarter of 2004 to€ 17.9 million in 2005. Additionally, orders received in fore vacuum pumps increased by€ 1.5 million or 33.3%, offset by decreased orders in vacuum systems amounting to€ 1.8 million. Service orders declined slightly by€ 0.3 million.
Order backlog increased by€ 6.8 million from€ 24.6 million at June 30, 2004 to€ 31.4 million in June 30, 2005. The significant increases were recorded in turbo pumps by€ 5.9 million or 51.3% and fore vacuum pumps by€ 1.6 million or 48.5%. The Company considers its order intake and order backlog positions as an indication for a business development against the general economic trend.
Contracts are included in backlog only if they represent firm orders and include firm shipping schedules. The backlog position at any particular time should generally not be construed to represent future levels of sales and orders.
Gross Profit
The gross profit increased by€ 1.0 million (5.4%) from€ 17.6 million in the second quarter 2004 to€ 18.6 million in 2005, primarily due to the higher sales revenues. The Company’s gross margin decreased slightly from 46.6% in 2004 to 46.5% in 2005.
17
PFEIFFER VACUUM TECHNOLOGY AG
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Selling and Marketing Expenses
Selling and marketing expenses increased from€ 4.7 million in the three month ended June 30, 2004 to€ 5.1 million in the respective period in 2005. As a percentage of sales, selling and marketing expenses increased from 12.5% in 2004 to 12.7% in 2005. The increased net sales revenue determined increasing selling and marketing expenses.
General and Administrative Expenses
General and administrative expenses amounted to€ 3.0 million in both the second quarter of 2005 and 2004, due to the Company’s ongoing ability to manage all headquarter and subsidiary needs with a small staff. As a percentage of sales, general and administrative expenses decreased from 8.0% in 2004 to 7.6% in 2005, due to the higher net sales.
Research and Development
Research and development expenses decreased from€ 1.8 million the three months ended June 30, 2004 to€ 1.6 million in the same period of 2005. The percentage of sales was 4.1% in 2005 and 4.8% in 2004.
The Company continues to maintain a high ratio of research and development expenditures relative to total sales. Pfeiffer Vacuum depends on continuing technological advances in vacuum pump design and manufacturing and has invested in the needs of future markets, improving its market position and entering new markets. The Company expenses all research and development costs as they are incurred.
Operating Profit
Operating profit increased from€ 8.0 million in the second quarter of 2004 to€ 8.8 million in the second quarter of 2005. As a percentage of sales the operating profit increased from an already high level of 21.3% to 22.1%, primarily due to the Company’s cost reduction measures, implemented in past. Pfeiffer Vacuum intends to continue its worldwide cost management.
Interest Expense and Interest Income
The Company was subject to a tax audit by the German tax authorities for the years 1999 through 2002. The outcome of this tax audit led to supplementary tax payments, which bear interest expense of€ 45,000. Interest income in the second quarter of 2005 amounted to€ 0.4 million compared to€ 0.6 million in the second quarter of 2004.
Foreign Exchange Gain
Foreign exchange gain in the second quarter of 2004 amounted to€ 0.2 million and increased by€ 0.4 million to€ 0.6 million in the second quarter of 2005, primarily due to realized exchange gains in connection with payments received by the Company in U.S. dollars.
Income Tax Expense
The effective tax rate of the Company’s continuing operations for the three month period ended June 30, 2005 was 39.8% compared to 40.1% in the respective period of 2004.
The tax rate used for calculation of the income tax benefit from discontinued operations was 37.9% in both, the three month period ended June 30, 2005 and 2004, respectively.
18
PFEIFFER VACUUM TECHNOLOGY AG
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company was subject to a tax audit by the German tax authorities for the years 1999 through 2002. The outcome of this tax audit led to supplementary tax payments of approximately€ 152,000, paid in the second quarter of 2005.
Net income
Net income from continuing operations increased by 10.3% from€ 5.3 million in the second quarter of 2004 to€ 5.8 million in the second quarter of 2005. Net loss from discontinued operations accounted for€ 0.9 million in the respective period in 2004 and€ 0.5 million in 2005.
Net income from continuing operations per ordinary share and ADR was€ 0.67 both basic and diluted in the three months ended June 30, 2005 compared to€ 0.61 both basic and diluted in the three months ended June 30, 2004. Net loss from discontinued operations per ordinary share and ADR amounted to€ (0.05) basic and diluted in the second quarter of 2005 and€ (0.11) in the prior year’s quarter.
19
PFEIFFER VACUUM TECHNOLOGY AG
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004
(Percentages calculated based on amounts in thousands€)
Since the second quarter of 2005 the Company reported gains and losses from discontinued operations. All prior periods amounts have been reclassified to provide comparability with the presentation of the current year financial statements.
Net Sales
The following table summarizes the Company’s net sales bysegment:
| | | | | | | | | | | | | | | | |
| | Six months ended |
| | June 30, 2005 | | June 30, 2004 |
| | (€ in thousands) | | % | | (€ in thousands) | | % |
Net Sales from continuing operations | | | | | | | | | | | | | | | | |
Germany | | | 33,527 | | | | 43.3 | | | | 33,039 | | | | 43.9 | |
Europe excluding Germany | | | 25,541 | | | | 32.9 | | | | 22,919 | | | | 30.4 | |
United States | | | 16,845 | | | | 21.7 | | | | 16,491 | | | | 21.9 | |
Rest of World | | | 1,606 | | | | 2.1 | | | | 2,834 | | | | 3.8 | |
| | | | | | | | | | | | | | | | |
| | | 77,519 | | | | 100.0 | | | | 75,283 | | | | 100.0 | |
| | | | | | | | | | | | | | | | |
Discontinued operations:
| | | | | | | | |
| | Six months ended |
| | June 30, 2005 | | June 30, 2004 |
| | (€ in thousands) |
Net Sales from discontinued operations | | | | | | | | |
Germany | | | 406 | | | | 3,004 | |
| | | | | | | | |
The Company’s total net sales from continuing operations amounted to€ 77.5 million in the six months ended June 30, 2005 and increased by€ 2.2 million or 3.0% from€ 75.3 million in the previous year’s period. The segment Germany (German subsidiaries) increased its sales by€ 0.5 million, primarily due to increased demand of German customers in 2005 compared to 2004. The sales of the European subsidiaries increased by€ 2.6 million or 11.4%. The revenues of the U.S. sales company increased in U.S. dollar by $1.4 million or 7.0%, but due to the weakness of the U.S. dollar against the euro the sales were adversely impacted by the effect of exchange rate differences amounting to approximately€ 0.8 million. The sales subsidiaries in the Asian market (rest of World) recorded a sales decrease of€ 1.2 million. The sales of the Company’s DVD business, reported in discontinued operations (segment Germany), decreased by€ 2.6 million.
The major part of the net sales increase was recorded in fore vacuum pumps by€ 2.1 million or 24.5% from€ 8.5 million in the first six months of 2004 to€ 10.5 million in 2005. In the Company’s core product, the turbo pump, only a small increase by€ 0.3 million to€ 31.5 million was realized. Sales in vacuum systems increased by€ 0.8 million, offset by declining service sales by€ 0.8 million.
The Company’s sales increase in the six months ended June 30, 2005 compared to the previous year’s period was mainly due to a more favorable product mix and a decrease in the volume of products.
20
PFEIFFER VACUUM TECHNOLOGY AG
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Additionally, for the readers convenience the Company summarized its net sales bygeographical area in the following table. Net sales by geographical area include all sales within a particular area, regardless of which subsidiary realizes the revenues.
The Company’s net sales of continuing operations bygeographical areaare:
| | | | | | | | | | | | | | | | |
| | Six months ended |
| | June 30, 2005 | | June 30, 2004 |
| | (€ in thousands) | | % | | (€ in thousands) | | % |
Net Sales | | | | | | | | | | | | | | | | |
Germany | | | 20,479 | | | | 26.4 | | | | 20,433 | | | | 27.1 | |
Europe excluding Germany | | | 26,144 | | | | 33.7 | | | | 24,869 | | | | 33.0 | |
United States | | | 16,724 | | | | 21.6 | | | | 16,381 | | | | 21.8 | |
Asia | | | 13,319 | | | | 17.2 | | | | 13,020 | | | | 17.3 | |
Rest of World | | | 853 | | | | 1.1 | | | | 580 | | | | 0.8 | |
| | | | | | | | | | | | | | | | |
Total | | | 77,519 | | | | 100.0 | | | | 75,283 | | | | 100.0 | |
| | | | | | | | | | | | | | | | |
The Company’s total net sales from continuing operations increased by€ 2.2 million or 3.0% from€ 75.3 million in the six months ended June 30, 2004 to€ 77.5 million in the respective period of the current year. In the German market the sales revenue of the current year was about the same like in 2004. Sales in Europe increased by€ 1.3 million or 5.1% from€ 24.9 million in the first half-year of 2004 to€ 26.1 million in 2005. Sales in the U.S. increased by€ 0.3 million despite the adversely effect of the weakness of the U.S. dollar against the euro amounting to approximately€ 0.8 million. In the Asian region a small sales increase of€ 0.3 million or 2.3% and in the rest of world a slightly increase by€ 0.3 million was realized. The Company’s efforts to expand its sales was successful in all regions.
Order intake and Order backlog
The order intake increased by€ 4.5 million (5.7%) from€ 78.5 million in the six month period ended June 30, 2004 to€ 83.0 million in 2005. Orders in turbo pumps, the Company’s core product, recorded a significant increase by€ 6.3 million or 20.7% from€ 30.4 million in 2004 to€ 36.7 million in 2005. This high order intake give hope for significant increased sales revenues in the future in this product group. Additionally, orders received in fore vacuum pumps increased by€ 2.9 million or 33.7% from€ 8.6 million to€ 11.5 million, offset by decreased orders in vacuum systems amounting to€ 1.8 million. Service orders declined by€ 0.8 million.
Order backlog increased by€ 6.8 million from€ 24.6 million in 2004 to€ 31.4 million in 2005. The significant increases were recorded in Turbo pumps by€ 5.9 million or 51.3% and fore vacuum pumps by€ 1.6 million or 48.5%. The Company considers its order intake and order backlog positions as an indication for a business development against the general economic trend.
Contracts are included in backlog only if they represent firm orders and include firm shipping schedules. The backlog position at any particular time should generally not be construed to represent future levels of sales and orders.
Gross Profit
The gross profit increased by€ 0.9 million (2.6%) from€ 35.1 million in the first half-year of 2004 to€ 36.1 million in 2005, primarily due to the higher sales revenues. The Company’s gross margin decreased slightly from 46.7% in 2004 to 46.5% in 2005.
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PFEIFFER VACUUM TECHNOLOGY AG
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Selling and Marketing Expenses
Selling and marketing expenses increased from€ 9.3 million in the six month ended June 30, 2004 to€ 9.6 million in the respective period in 2005. As a percentage of sales, selling and marketing expenses were 12.4% in both periods 2004 and 2005. The increased net sales revenue determined increased selling and marketing expenses, but no change in the percentage of sales.
General and Administrative Expenses
General and administrative expenses amounted to€ 6.5 million in the first half-year of 2004 and decreased to€ 6.1 million in 2005, due to the Company’s ongoing ability to manage all headquarter and subsidiary needs with a small staff. As a percentage of sales, general and administrative expenses decreased from 8.6% in 2004 to 7.8% in 2005, primarily due to the higher net sales.
Research and Development
Research and development expenses amounted to€ 3.4 million in both, the six months period ended June 30, 2004 and 2005. The percentage of sales was 4.4% in 2005 and 4.5% in 2004.
The Company continues to maintain a high ratio of research and development expenditures relative to total sales. Pfeiffer Vacuum depends on continuing technological advances in vacuum pump design and manufacturing and has invested in the needs of future markets, improving its market position and entering new markets. The Company expenses all research and development costs as they are incurred.
Operating Profit
Operating profit increased from€ 16.0 million in the first half-year of 2004 to€ 17.0 million in the respective period of 2005. As a percentage of sales the operating profit increased from an already high level of 21.2% to 21.9%.
The Company implemented in past a variety of cost reduction measures. Pfeiffer Vacuum intends to continue its worldwide cost management.
Interest Expense and Interest Income
The Company was subject to a tax audit by the German tax authorities for the years 1999 through 2002. The outcome of this tax audit led to supplementary tax payments, which bear interest expense of€ 45,000. Interest income in 2005 amounted to€ 0.6 million compared to€ 0.7 million in 2004.
Foreign Exchange Gain
Foreign exchange gain in 2004 amounted to€ 0.7 million and increased by€ 0.3 million to€ 1.0 million in 2005, primarily due to realized exchange gains adherent with payments received by the Company in U.S. dollars.
Income Tax Expense
The Company’s effective tax rate of its continuing operations was 39.8% for the first six months of 2005 and 40.1% for the first six months of 2004.
The tax rate used for calculation of the income tax benefit from discontinued operations was 37.9% in both, the six month period ended June 30, 2005 and 2004, respectively.
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PFEIFFER VACUUM TECHNOLOGY AG
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company was subject to a tax audit by the German tax authorities for the years 1999 through 2002. The outcome of this tax audit led to supplementary tax payments of approximately€ 152,000, paid in the second quarter of 2005.
Net income
Net income from continuing operations increased by 6.9% from€ 10.4 million in 2004 to€ 11.1 million in 2005. Net loss from discontinued operations accounted for€ 1.9 million in the respective period in 2004 and€ 0.8 million in 2005.
Net income from continuing operations per ordinary share and ADR was€ 1.28 both, basic and diluted in the six months ended June 30, 2005 compared to€ 1.20 both, basic and diluted in the six months ended June 30, 2004. Net loss from discontinued operations per ordinary share and ADR amounted to€ (0.10) basic and diluted in the second quarter of 2005 and€ (0.22) in the prior years period.
Liquidity and Capital Resources
The Company’s business continues to generate sufficient cash to fund its operations, including its working capital and capital expenditure requirements. In the six month period ended June 30, 2005, net cash provided by operating activities totaled€ 9.5 million as compared to€ 12.9 million for the same period in the prior year. The decrease in net cash provided by operating activities is due to increased trade accounts receivable (€ 3.2 million) as result of high sales in June which become due in the third quarter of 2005, paid staff bonuses and other accrued expenses (€ 2.3 million), offset by repayments of tax claims (€ 1.9 million).
The Company’s cash provided by investing activities amounted to€ 4.5 million in the six months period ended June 30, 2005 and was due to the repayment of a current investment security amounting to€ 9.0 million and the purchase of investment securities amounting to€ 3.0 million. Additionally, the capital expenditures increased from€ 0.8 million in 2004 to€ 1.7 million in 2005.
In June 2005 the Company paid dividends to its shareholders for the year 2004 amounting to€ 7,821,471.60. In June 2004 the payment for dividends for the year 2003 amounted to€ 6,083,366.80, both recorded in the cash flow from financing activities.
All investments have been financed by the Company’s cash reserves.
The Company had no long-term debt at June 30, 2005, except for convertible bonds related to employee participation programs.
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PFEIFFER VACUUM TECHNOLOGY AG
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.
August 01, 2005
| | | | |
PFEIFFER VACUUM TECHNOLOGY AG
| |
By: | /s/ Wolfgang Dondorf | | |
| Wolfgang Dondorf | | |
| Chief Executive Officer | | |
|
| | |
By: | /s/ Manfred Bender | | |
| Manfred Bender | | |
| Chief Financial Officer | | |
|
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