SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of February
VAN DER MOOLEN HOLDING N.V.
(Translation of Registrant's name into English)
Keizersgracht 307
1016 ED Amsterdam
The Netherlands
(+31) 20 535 6789
(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
Form 20-F _____X_____ Form 40-F ___________
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-s(b)
under the Securities Exchange Act of 1934.)
Yes _____________ No____X_______
(if "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .)
Schedule of Information Contained in this Report:
1. The English language press release of Van der Moolen Holding N.V. dated
February 23, 2006 announcing Full Year 2005 results.
Van der Moolen Reports a Profit of EUR 5.7 Million for the Fourth
Quarter of 2005 and EUR 11.3 Million for the Full Year
AMSTERDAM, Netherlands--(BUSINESS WIRE)--Feb. 23, 2006--Van der
Moolen (NYSE:VDM)(AEX:VDMN)(EURONEXT:VDMN):
-- Earnings per share EUR 0.14 versus EUR 0.06 in the third
quarter of 2005.
-- Full year EPS EUR 0.29 versus EUR 0.32 in 2004.
-- Proposed dividend EUR 0.13 per share (in cash or common
shares).
-- Further disclosures on strategy.
Van der Moolen announces that it earned profit attributable to its
common shareholders of EUR 5.7 million in the fourth quarter 2005
compared with EUR 2.3 million in the third quarter of 2005 and EUR 4.9
million in the fourth quarter of 2004. Excluding the non-recurring
items specified below, fourth quarter 2005 profit attributable to
common shareholders amounts to EUR 1.5 million. Profit attributable to
common shareholders for the full year 2005 was EUR 11.3 million, which
compares to EUR 12.3 million in 2004.
The financial information presented is prepared in accordance with
IFRS. Previously published quarterly and year-to-date December, 2004
financial information under Dutch GAAP for the year 2004 has been
restated to comply with IFRS(1).
Fourth quarter 2005 net income has been strongly influenced by the
following non-recurring items:
-- Recognition of a (non-cash) impairment charge on specialist
assignments of EUR 13.6 million with a negative impact on net
income of EUR 5.4 million (after income tax expense and
minority interest);
-- At the end of the quarter we sold four NYSE seats out of ten.
The book profit on the sale of the seats amounted to EUR 7.4
million, impacting our profit attributable to common
shareholders by EUR 3.4 million (after income tax expense and
minority interest). The proceeds of the sales that were
received in January 2006 will be used to redeploy the capital
for expanding our business;
-- Recognition of a provision of EUR 3.1 million in respect of
estimated legal expenses relating to several litigation issues
of the Group and the estimated settlement thereof, impacting
our profit attributable to common shareholders by EUR 1.5
million (after income tax expense and minority interest); and
-- The recognition of a net tax benefit (non-cash) in the amount
of EUR 7.7 million.
(1) For further information in relation to the transition to IFRS
and the restatement of 2004 annual and quarterly information we refer
to our press release for the first quarter 2005 dated April 28, 2005.
As a result of the finalization of the conversion process, the
comparative fourth quarter 2004 and full year 2004 results have been
adjusted by a positive EUR 0.2 million compared to the April 28, 2005
information.
Revenues increased by 16% compared to the third quarter 2005 and
6% in comparison with the fourth quarter last year. These growth
percentages are affected by a 2% and 7% dollar appreciation, if
compared to third quarter 2005 and last year, respectively.
In the fourth quarter 2005, Van der Moolen was able to close 63 of
its 64 trading days (98%) with a trading profit on transactions. Our
NYSE participation rate was 19.1%, compared to 19.9% in the third
quarter of 2005 and 21.2% in the fourth quarter last year. Our
realization rates were 2.5, 2.2 and 2.6 basis points for the
respective quarters.
Key Figures
-------------------------- ----------------------- ------------------
4th quarter 4th quarter 3rd quarter 12 months
Euros millions 2005 2004 2005 2005 2004
-------------------------- ----------------------- ------------------
Revenues 31.0 29.2 6% 26.7 16% 112.3 122.9 -9%
-------------------------- ----------------------- ------------------
Operating
profit 0.2 4.6 -96% 8.8 -98% 22.0 30.6 -28%
-------------------------- ----------------------- ------------------
Profit from
continuing
operations a) 3.8 6.7 -43% 3.4 12% 13.0 24.3 -47%
-------------------------- ----------------------- ------------------
Profit (loss)
from
discontinued
operations (0.1) (0.5) 80% - (0.1) (2.4) 96%
-------------------------- ----------------------- ------------------
Profit
attributable
to common
shareholders 5.7 4.9 16% 2.3 148% 11.3 12.3 -8%
-------------------------- ----------------------- ------------------
Guarantee
capital 411.4 378.0 9% 400.7 3% 411.4 378.0 9%
-------------------------- ----------------------- ------------------
Per common share data
(Euros x 1)
-------------------------- ----------------------- ------------------
(Diluted)
profit from
continuing
operations 0.14 0.14 -1% 0.06 139% 0.29 0.38 -23%
-------------------------- ----------------------- ------------------
(Diluted)
profit (loss)
from
discontinued
operations (0.00) (0.01) -81% - (0.00) (0.06) -96%
-------------------------- ----------------------- ------------------
(Diluted)
profit 0.14 0.13 7% 0.06 135% 0.29 0.32 -10%
-------------------------- ----------------------- ------------------
-------------------------- ----------------------- ------------------
Average US
dollar/Euro
rate 0.84 0.77 0.82 0.80 0.80
-------------------------- ----------------------- ------------------
a) As a result of the adoption of IAS 32 on January 1, 2005, the
dividend on preferred financing shares and the interest on minority
members' capital are presented as finance cost and hence are
included in 2005 profit from continuing operations. In the 2004
comparitive information, these items are presented as a component of
profit allocation and minority interest, respectively.
Turnover on the exchanges where we are active was generally quite
strong in the fourth quarter:
Change in Turnover: Q4 2005 vs. Q3 2005
- ----------------------------------------------------------------------
Borsa Italiana +10.7% London Stock Exchange +2.3%
Deutsche Borse -3.0% New York Stock Exchange +6.4%
Euronext -3.5% SWX Swiss Exchange +9.0%
- ----------------------------------------------------------------------
source: Exchanges
- ----------------------------------------------------------------------
Fourth quarter volatility presented a more mixed picture, with
strong gains in several markets during October, but not all:
Change in Volatility: Q4 2005 vs. Q3 2005
- ----------------------------------------------------------------------
AEX Index (Netherlands) -0.7% MIB Index (Italy) +11.4%
CAC 40 Index (France) -2.8% NYSE Composite +14.6%
DAX Index (Germany) -8.6% Swiss Market Index +17.1%
FTSE 100 Index (U.K.) +16.0%
- ----------------------------------------------------------------------
average of daily highs less daily lows; source: Bloomberg
- ----------------------------------------------------------------------
Fred Bottcher, Van der Moolen's CEO, commented,
"Although the growth in trading volumes took a rest in the third
quarter, the fourth quarter recovery in most markets was impressive.
Our traders put in stronger performance in the fourth quarter. We are
well prepared for the NYSE's introduction of the hybrid trading model
later this year and with the acquisition of Curvalue, Van der Moolen
positioned itself for significant growth in derivatives and direct
access brokerage over the next few years."
Results for the full year 2005
Revenues
At EUR 112.3 million, our reported revenues in 2005 were 9% below
the EUR 122.9 million earned in 2004. The decrease in revenues was
fully organic in nature.
Revenues generated by VDM Specialist decreased EUR 9.7 million, or
10%, compared to 2004. Revenues generated by our European trading
activities decreased by EUR 0.7 million compared to the preceding
year.
For the full year 2005, Van der Moolen was able to close 251 of
its 258 trading days (97%) with a trading profit on transactions. Our
NYSE participation rate was 20.1%, compared to 23.0% in 2004. Our
realization rates were 2.4 and 2.8 basis points for the respective
years.
Other gains and losses - net
The EUR 8.3 million net gain includes a EUR 7.4 million gain
realized on the sale of four NYSE memberships in December 2005. The
four seats were sold at an average price of $3,537,500. Further, it
includes the distribution of reserves of the Vereniging Voor de
Effectenhandel ('VVE') and the Vereniging Voor de Optiehandel
amounting to EUR 1.1 million, offset by a EUR 0.2 million loss in
relation to the fair value changes of terminated interest rate swaps.
Operating expenses
Total operating expenses in 2005 were 7% higher than those
recognized in 2004. On an individual line basis the following factors
mainly affected the comparison:
-- The 2005 fixed employee compensation and benefits were 6%
below 2004 levels. The decrease is mainly explained by a
decrease in the number of full time equivalents employed by
the Group.
-- The 2005 variable employee compensation and benefit expense
increased by 5% compared to 2004. This increase is mainly
attributable to changes in the relative contribution of the
different bonus arrangements in place throughout the Group.
-- Seat lease expenses 2005 declined by 59% compared with 2004.
This decline was mainly due to annual lease renewals at lower
rates at the end of 2004 and during the first half year of
2005, together with a slight decrease in the number of seat
rentals.
-- In 2005, an impairment charge on the specialist assignments of
our NYSE franchise VDM Specialists USA was recognized in the
amount of EUR 13.6 million compared to an impairment charge of
EUR 3.1 million recognized in 2004. Further, in 2004 an
impairment charge of EUR 2.2 million was recognized on NYSE
memberships.
-- General and administrative expenses amounted to EUR 21.1
million in 2005, compared to EUR 14.3 million in the preceding
year; an increase of 48%. This increase was mainly due to
increased professional fees compared to 2004 (including
estimated legal expenses of EUR 1.8 million in relation to
legal proceedings and further increases amongst others due to
the implementation of Sarbanes Oxley Act and the IFRS
conversion process) and the recognition of a EUR 1.3 million
provision in respect of the estimated outcome of several
litigation issues of the Group. Further, 2004 expenses
included a benefit of EUR 2.4 million which related to a
release of a provision for a loan.
Operating profit
Full year 2005 operating profit was EUR 22.0 million, compared
with EUR 30.6 million in the preceding year; a decrease of 28%.
Excluding the other gains and losses (net), the amortization expense,
impairments of fixed assets and the exceptional expense relating to
the NYSE/SEC settlement recognized in 2004, operating profit amounted
to EUR 29.0 million in 2005 compared with EUR 38.7 million in 2004, a
decrease of 25%. This decrease is mainly caused by the decrease in
revenues and the increase in general and administrative expenses, only
partly offset by lower other operating expenses. The operating margin
calculated on this basis was 26% in 2005, compared to 31% in 2004.
Finance cost
As a result of the adoption of IAS 32 on January 1, 2005, the
dividend on preferred financing shares and the interest on minority
members' capital are presented as finance costs. In the comparative
information for 2004, these items are presented as a component of
profit allocation and minority interest, respectively. We are
currently renegotiating the terms of the financing preferred B shares
of which the dividend reset date was December 31, 2005. The new terms
of agreement in respect of the dividend will be retrospectively
applied from January 1, 2006.
Currency exchange gains and losses reflect a benefit of EUR 2.6
million in 2005 compared to EUR 0.7 million in 2004. The underlying
exchange exposure was mitigated by an FX transaction in April 2005.
Other finance cost, net, amounted to a EUR 8.3 million charge in
2005 compared to EUR 6.3 million in the preceding year. The increase
compared to 2004 mainly relates to an increase in US dollar floating
rates and the termination of the interest rate swaps in June 2005. A
EUR 0.5 million increase compared to 2004 is attributable to the
interest spread paid on the FX transaction executed in April 2005.
Income tax
Income tax expense from continuing operations in 2005 was a
benefit of EUR 0.9 million, representing a consolidated effective tax
rate of 9% (benefit) against 4% (charge) in 2004. Both years were
strongly influenced by exceptional net tax benefits. The weighted
average tax rate applicable to our pretax income in 2005 is 48%. The
following factors mainly affected the comparison between the effective
tax rate and the weighted average applicable tax rate in 2005:
a) Recognition of a tax benefit in connection with unwinding the
Group's financing entity
In 2004, the activities of the Group's financing entity, Van der
Moolen International BV, were partially reduced through the conversion
in July and November 2004 of a substantial portion of its inter group
loans (advanced to operating subsidiaries) into equity. The inter
group loans of this financing entity were, amongst other reasons,
reduced to decrease the interest cost of the operating subsidiaries
and in anticipation of the end of the special fiscal regime applicable
to Van der Moolen International BV.
The Dutch corporate income tax law and the rules applicable under
the special fiscal regime do not provide explicit guidance on the
treatment of such conversions for corporate tax purposes. As a
consequence of this uncertainty, the Group did not recognize a tax
benefit in 2004 related to these loan conversions because of the risk
that the tax authorities would not agree to such a benefit.
On December 17, 2005, the 2003 corporate income tax return of Van
der Moolen International BV was agreed by the tax authorities. In this
2003 return, Van der Moolen International BV reported similar loan
conversions. Because of the agreement of the tax authorities to the
company's treatment of the 2003 loan conversions, we determined that
it is likely that the tax benefit arising on the 2004 loan conversions
can be sustained. Consequently, a non-recurring (non-cash) tax benefit
of EUR 9 million has been recognized in the income statement for the
year ended 31 December 2005. The effective tax rate for the year 2005
is positively influenced by this item by approximately 86%.
b) Adjustment of the tax rate used to tax effect carry forward
losses existing for local taxation in the USA
In 2005, a change in New York State tax law was enacted. As a
result of this enacted change, the tax rate used to tax effect our
carry forward losses, which originated in 2003 and 2004, decreased,
resulting in a tax charge of EUR 1.3 million recognized in the income
statement for the year 2005. The effective tax rate for the year 2005
is negatively influenced by this item by approximately 12%.
c) Derecognition of deferred tax assets
After applying a recoverability test to deferred tax assets
arising from tax losses incurred in 2005, it has been assessed that a
deferred tax asset of EUR 0.6 million does not qualify for recognition
under the applicable accounting standards. Consequently, the effective
tax rate for the year 2005 is negatively influenced by approximately
6%.
d) Non-taxable gains and losses
The effective tax rate in 2005 was strongly influenced by the
non-taxable gain arising from the liquidation of the VVE and the
recognition of the non-tax deductible preferred financing dividend as
an expense as required under IFRS as from January 1, 2005. The
negative impact of non-taxable gains and non-tax deductible losses on
our consolidated effective tax rate approximates 8%.
Minority interest
The decrease in minority interest compared to 2004 reflects the
decline in income generated by our NYSE franchise VDM Specialists,
together with a EUR 3.4 million allocation of the impairment of
specialist assignments to these minority members as recognized in the
fourth quarter of 2005
(2004: EUR 0.8 million). As a result of a special provision in the
operating agreement of our partnership VDM Specialists, the book
profit of the NYSE memberships sold in December 2005 is mainly
attributable to Van der Moolen.
Earnings per share
Profit per common share was EUR 0.29 in 2005, compared to EUR 0.32
in 2004. Profit per share from continuing operations was EUR 0.29 in
2005 compared to EUR 0.38 in 2004, a decrease of 23%.
Balance sheet
General
Our balance sheet has been strongly affected by the adoption of
IAS 32 and IAS 39 on January 1, 2005. These standards address the
presentation, disclosure and the recognition and measurement of
financial instruments. The accounting for financial instruments
included in the December 31, 2004 comparative balance sheet is based
on Dutch GAAP, in accordance with the transition exemption provided by
IFRS.
Balance sheet total
On December 31, 2005 our Balance Sheet total was EUR 721.1
million, a 46% increase from December 31, 2004. This increase is
mainly due to the increase of current assets and current liabilities
as a result of the application of the offsetting rules of IAS 32 and
the rules for recognition and derecognition of financial instruments
of IAS 39. The appreciation of the US dollar during the period under
review reinforced this effect.
Total equity
Total equity divided by the Balance Sheet total, decreased from
53% at the end of 2004 to 32% on December 31, 2005, mainly as a result
of the reclassification of financing preferred capital and capital
minority members to non-current liabilities.
Guarantee capital
Guarantee capital, which consists of total equity plus the
non-current portion of our subordinated indebtedness (including
financing preferred capital and capital contributions from minority
members), increased from EUR 378.0 million to EUR 411.4 million during
the year under review.
This increase is mainly due to the strong appreciation of the US
dollar during the period, affecting shareholder's equity, minority
interest and subordinated debt (the US dollar appreciated against the
euro: at December 31, 2004 the euro/dollar rate was 1.3648 compared to
1.1829 on December 31, 2005). These translation effects, the income
contribution and the increase in fair value of the NYSE seats owned
were partially offset by a EUR 16.3 million repayment of subordinated
borrowings, a EUR 18.0 million reclassification of subordinated
borrowings to short-term liabilities, and the payment of a EUR 3.2
million cash dividend on our common shares in April 2005. As a
percentage of our Balance Sheet total, guarantee capital declined from
77% at the end of 2004 to 57% at December 31, 2005.
Cash and cash equivalents
Due to the application of the offsetting rules established by IAS
32, cash and cash equivalents substantially increased. An offsetting
increase is shown in bank overdrafts, a component of current
liabilities. The increase of these balance sheet items reflects the
gross presentation of the bank accounts within the cash pool
arrangement we have with a commercial bank. This cash pool arrangement
does not meet the requirements for offsetting under IFRS.
The Group has approximately EUR 39 million of free-available cash
(including disposition on security positions and other assets)
(December 31, 2004: EUR 31 million). Further, it has EUR 15 million
available in short-term committed credit lines.
Non-current cash and cash equivalents
The non-current cash and cash equivalents reflect that part of
cash and cash equivalents that is held by VDM Specialists for purposes
of compliance with the Net Liquid Asset (NLA) requirement set by the
New York Stock Exchange. The total NLA requirement amounts to $243
million at December 31, 2005. It is our current assessment that the
NLA requirement will be reduced by approximately $90 million in 2006.
NYSE seats
As mentioned above, the Group sold four of its ten New York Stock
Exchange memberships in December 2005. The remaining six seats owned
are each carried at a fair value at December 31, 2005 of $3,550,000
(EUR 3.0 million) and are shown under Available-for-sale financial
assets. The fair value increase compared to year-end 2004 is
recognized (net of tax) through equity and capital minority members.
Subsequent events
On January 2, 2006, we acquired all shares of Curvalue Beheer B.V.
as was announced in our press release of that date.
Strategy: Serving the public securities markets
Van der Moolen today also presents its strategy and long-term
objectives following the acquisition of Curvalue. Van der Moolen is
positioned for significant growth in serving the public securities
markets. Our success will be driven by scalable electronic trading
platforms that provide low cost, high speed execution and the ability
to expand across markets in a highly cost-effective way.
Our goals for the next three to five years are ambitious:
-- VDM Specialists: to build on VDM Specialists' number four
position on the NYSE, continuing to add to its book of
specialist relationships and exploiting opportunities for new
types of trading opened up by the introduction of the NYSE's
Hybrid model.
-- Global derivatives liquidity provision and principal trading:
to become a leading liquidity provider on all major European
derivatives exchanges, and to build significant presence as
liquidity provider on US futures and options exchanges while
expanding our principal activities globally;
-- Direct access brokerage: to build on Online Trader's
successful launch, providing high quality, low cost electronic
execution for an increasing number of professional customers
while adding access to securities exchanges around the world.
For the coming year our major priorities are to integrate
Curvalue's derivatives and brokerage activities and build on its
successful electronic business model and to ensure VDM Specialists'
successful transition to the NYSE's new Hybrid trading model.
VDM Specialists is well prepared for the substantial changes we
expect as the NYSE adopts its Hybrid trading model. With
state-of-the-art technology in place, we are optimistic that our NYSE
franchise will thrive in the new environment. Expansion of automated
execution will level the playing field with ECNs and other execution
venues, giving investors the choice of instantaneous direct order
matching or price improvement through the specialist. We expect that
the Hybrid model will create opportunities for new trading strategies
as well as cost savings.
We will build on our significant presence in European futures and
options specialist and market making service, providing additional
capital to this activity and seeking additional specialist
assignments. Opportunities for this will increase with the adoption of
the Amsterdam trading model by other markets later this year. We will
also expand our trading activities into new equity and derivatives
markets with the launch of U.S. electronic market making in options
and futures on regulated exchanges.
Online Trader, our brokerage service launched in 2005, combines
the efficiency and immediacy of electronic direct access to exchanges
with execution support through voice brokerage. We will move to
increase Online Trader's customer base and its connectivity to
additional exchanges in stages over the next two years. Subject to
resolution of EU regulatory issues, our long-term aim is to exploit
potential opportunities for internalization of Online Trader's order
book for customer orders and principal trading to realize savings in
transaction fees.
For more information about Van der Moolen, please visit
www.vandermoolen.com or contact Investor Relations/Corporate
Communications, telephone +31 (0)20 535 6789.
N.B.:
Today, at 16:00 CET, Van der Moolen will host a conference call
for analysts. This will be webcast over www.vandermoolen.com.
Invitations to participants have been distributed. For more
information, please contact Dana Johnston at Taylor Rafferty,
telephone: +1 (212) 889 4350.
Van der Moolen trades on the leading US and European equity, option
and fixed income exchanges. The group trades in open outcry and
electronic markets in several time zones. On the NYSE, Van der Moolen
currently has a market share of nearly 11% of transaction volume for
which it acts as specialist. Van der Moolen's traders worldwide
execute an average of 100,000 trades a day. Turnover and price
volatility are the most important factors influencing its results.
Van der Moolen's shares are listed on Euronext Amsterdam (VDMN.AS).
American Depositary Receipts (ADRs) representing Van der Moolen shares
are listed on the NYSE (VDM).
Disclaimer:
This press release contains forward-looking statements within the
meaning of, and which have been made pursuant to, the Private
Securities Litigation Reform Act of 1995. All statements regarding our
future financial condition, results of operations and business
strategy, plans and objectives are forward-looking. Statements
containing the words "anticipate," "believe," "intend," "estimate,"
"expect," "hope," and words of similar meaning are forward-looking. In
particular, the following are forward-looking in nature: statements
with regard to strategy and management objectives; pending or
potential acquisitions; pending or potential litigation and government
investigations, including litigation and investigations concerning
specialist trading in the U.S.; future revenue sources; the effects of
changes or prospective changes in the regulation or structure of the
securities exchanges on which our subsidiaries operate; and trends in
results, performance, achievements or conditions in the markets in
which we operate. These forward-looking statements involve risks,
uncertainties and other factors, some of which are beyond our control,
which may cause our results, performance, achievements or conditions
in the markets in which we operate to differ, possibly materially,
from those expressed or implied in these forward-looking statements.
We describe certain important factors to consider in connection with
these forward-looking statements under "Key Information - Risk
Factors" and elsewhere in our annual filing with the U.S. Securities
and Exchange Commission on Form 20-F. We caution you not to place
undue reliance on these forward-looking statements, which reflect our
management's view only as of the date of this Report. We have no
obligation to update these forward-looking statements.
Van der Moolen Holding N.V.
Consolidated Profit and Loss Account
(IFRS, Unaudited)
- ---------------------- ----------------------------- -----------------
(amounts in millions of Euros, except per share data)
Q4 Q4 Q3
2005 2004 % 2005 %
- ---------------------- ----------------------------- -----------------
Revenues 31.0 29.2 6% 26.7 16%
Other gains and losses
- net 7.6 - 100% 0.9 744%
Exchange, clearing and
brokerage fees (5.4) (4.9) 10% (5.5) -2%
Employee compensation
and benefits, fixed (6.8) (6.7) 1% (6.2) 10%
Employee compensation
and benefits,
variable (2.2) (1.2) 83% (1.4) 57%
Lease of exchange
memberships (0.7) (2.1) -67% (0.8) -13%
Information and
communication
expenses (0.7) (0.7) 0% (0.7) 0%
Depreciation expense (0.4) (0.3) 33% (0.4) 0%
Amortization expense (0.5) (0.5) 0% (0.4) 25%
Impairment of
intangible fixed
assets (13.6) (3.1) 339% -
Impairment of
financial fixed
assets - (2.2) -100% -
Exceptional expense
relating to provision
NYSE/SEC - - -
General and
administrative
expenses (8.1) (2.9) 179% (3.4) 138%
Total operating
expenses (38.4) (24.6) 56% (18.8) 104%
Operating profit 0.2 4.6 -96% 8.8 -98%
Preferred financing
dividend (0.7) - (0.7)
Interest on minority
members' capital (0.4) - (0.3)
Currency exchange
gains and losses (0.1) 0.7 (0.1)
Other finance costs -
net (2.1) (1.5) (2.3)
Profit from continuing
operations before
income tax (3.1) 3.8 -182% 5.4 -157%
Income tax 6.9 2.9 (2.0)
Profit from continuing
operations 3.8 6.7 -43% 3.4 12%
Profit (loss) from
discontinued
operations before
income tax (0.5) (0.7) 29% -
Income tax 0.4 0.2 -
Profit (loss) from
discontinued
operations (0.1) (0.5) 80% -
Profit for the period 3.7 6.2 -40% 3.4 9%
Profit attributable to
minority members (2.0) 0.6 1.1
Profit attributable to
equity holders of the
parent 5.7 5.6 2% 2.3 148%
Preferred financing
dividend - (0.7) -
Profit attributable to
common shareholders 5.7 4.9 16% 2.3 148%
- ---------------------- ----------------------------- -----------------
- ---------------------- ----------------------------- -----------------
Average number of
common shares
outstanding 39,343,295 38,317,100 3% 39,343,295 0%
Diluted average number
of common shares
outstanding 39,343,295 38,317,100 3% 39,343,295 0%
Per common share data:
(Diluted) profit from
continuing operations
per common share 0.14 0.14 -1% 0.06 139%
(Diluted) profit
(loss) from
discontinued
operations per common
share (0.00) (0.01) -81% -
(Diluted) profit per
common share 0.14 0.13 7% 0.06 135%
- ---------------------- ----------------------------- -----------------
- --------------------------------------- -----------------------------
(amounts in millions of Euros, except per share data)
12 months 12 months
2005 2004 %
- --------------------------------------- -----------------------------
Revenues 112.3 122.9 -9%
Other gains and losses - net 8.3 - 100%
Exchange, clearing and brokerage fees (20.8) (21.4) -3%
Employee compensation and benefits,
fixed (27.1) (28.8) -6%
Employee compensation and benefits,
variable (6.1) (5.8) 5%
Lease of exchange memberships (3.9) (9.4) -59%
Information and communication expenses (2.8) (3.0) -7%
Depreciation expense (1.5) (1.5) 0%
Amortization expense (1.7) (1.7) 0%
Impairment of intangible fixed assets (13.6) (3.1) 339%
Impairment of financial fixed assets - (2.2) -100%
Exceptional expense relating to
provision NYSE/SEC - (1.1) -100%
General and administrative expenses (21.1) (14.3) 48%
Total operating expenses (98.6) (92.3) 7%
Operating profit 22.0 30.6 -28%
Preferred financing dividend (2.9) -
Interest on minority members' capital (1.3) -
Currency exchange gains and losses 2.6 0.7
Other finance costs - net (8.3) (6.3)
Profit from continuing operations
before income tax 12.1 25.0 -52%
Income tax 0.9 (0.7)
Profit from continuing operations 13.0 24.3 -47%
Profit (loss) from discontinued
operations before income tax (0.5) (4.0) 88%
Income tax 0.4 1.6
Profit (loss) from discontinued
operations (0.1) (2.4) 96%
Profit for the period 12.9 21.9 -41%
Profit attributable to minority members 1.6 6.7
Profit attributable to equity holders
of the parent 11.3 15.2 -26%
Preferred financing dividend - (2.9)
Profit attributable to common
shareholders 11.3 12.3 -8%
- --------------------------------------- -----------------------------
- --------------------------------------- -----------------------------
Average number of common shares
outstanding 39,031,219 38,078,411 3%
Diluted average number of common shares
outstanding 39,031,219 38,078,411 3%
Per common share data:
(Diluted) profit from continuing
operations per common share 0.29 0.38 -23%
(Diluted) profit (loss) from
discontinued operations per common
share (0.00) (0.06) -96%
(Diluted) profit per common share 0.29 0.32 -10%
- --------------------------------------- -----------------------------
Van der Moolen Holding N.V.
Revenue breakdown in millions of Euros
- ----------------- ------------------ ------------------- -------------
12 12
Q4 Q4 Q3 months months
2005 2004 % 2005 % 2005 2004 %
- ----------------- ------------------ ------------------- -------------
VDM Specialists 24.2 23.8 2% 20.9 16% 89.9 99.6 -10%
Net gain on
principal
transactions 16.7 15.4 8% 13.5 24% 62.0 68.7 -10%
Commissions 5.5 5.9 -7% 5.3 4% 21.5 23.9 -10%
Other 2.0 2.5 -20% 2.1 -5% 6.4 7.0 -9%
European Trading 6.8 5.3 28% 5.8 17% 22.4 23.1 -3%
Unallocated and
Holding - 0.1 - - 0.2 -100%
- ----------------- ------------------ ------------------- -------------
Total revenues 31.0 29.2 6% 26.7 16% 112.3 122.9 -9%
- ----------------- ------------------ ------------------- -------------
- ----------------- ------------------ ------------------- -------------
Van der Moolen Q4 Q4 Q3 12 12
Holding N.V. 2005 2004 2005 months months
% % 2004 2004 %
Operating profit
before other
gains and losses
(net), before
amortization of
intangible fixed
assets, before
impairment and
before
exceptional
expense relating
to provision
NYSE/SEC,
breakdown in
millions of
Euros
- ----------------- ------------------ ------------------- -------------
VDM Specialists 8.2 9.5 -14% 9.2 -11% 36.2 42.5 -15%
European Trading - (0.6) 100% 0.6 100% 1.2 1.0 20%
Unallocated and
Holding (1.5) 1.5 200% (1.5) 0% (8.4) (4.8) -75%
- ----------------- ------------------ ------------------- -------------
Total operating
profit before
other gains and
losses (net),
before
amortization of
intangible fixed
assets, before
impairment and
before
exceptional
expense relating
to provision
NYSE/SEC 6.7 10.4 -36% 8.3 -19% 29.0 38.7 -25%
- ----------------- ------------------ ------------------- -------------
- ----------------- ------------------ ------------------- -------------
VDM Specialists
(VDMS)
Key figures 12 12
(IFRS) Q4 Q4 Q3 months months
2005 2004 2005 2005 2004
- ----------------- ------------------ ------------------- -------------
VDM Specialists
revenues ($
million) 28.7 30.8 25.5 111.8 123.8
Net gain on
principal
transactions 19.8 20.0 16.5 77.2 85.3
Commissions 6.6 7.7 6.4 26.8 29.8
Other 2.3 3.1 2.6 7.8 8.7
Total value of
trading on NYSE
($ billion) 3,739 3,133 3,513 14,125 11,618
Value of trading
in VDMS
assignments ($
billion) 416 360 384 1,571 1,312
VDMS market share
in dollar value
NYSE 11.1% 11.5% 10.9% 11.1% 11.3%
VDMS value of
principal shares
traded ($
billion) 80 76 76 316 302
Participation
rate 19.1% 21.2% 19.9% 20.1% 23.0%
VDMS net gain on
principal
transactions ($
million) 19.8 20.0 16.5 77.2 85.3
Realization rate
(basis points) 2.5 2.6 2.2 2.4 2.8
- ----------------- ------------------ ------------------- -------------
Source: NYSE, Van der Moolen
Van der Moolen Holding N.V.
Consolidated Balance Sheet
(IFRS, unaudited)
- ----------------------------------------------------------------------
(amounts in millions of Euros) December 31, 2005 December 31, 2004
- ----------------------------------------------------------------------
Assets
Non-current assets
Goodwill 24.8 21.5
Other intangible assets 45.3 51.2
Property, plant and equipment 4.0 4.0
Deferred income tax assets 80.8 83.5
Retirement benefit plans 3.4 3.7
Available-for-sale financial
assets 18.0 9.8
Cash and cash-equivalents 188.5 178.0
--------- ---------
364.8 351.7
Current assets
Securities owned 81.6 43.9
Due from clearing organizations
and professional parties 127.6 39.9
Loans and receivables 5.0 -
Current income tax receivables 8.9 11.4
Other current assets 17.4 5.4
Cash and cash-equivalents 115.8 40.8
--------- ---------
356.3 141.4
- ----------------------------------------------------------------------
Total assets 721.1 493.1
- ----------------------------------------------------------------------
Equity and liabilities
Shareholders' equity 221.2 234.4
Minority interest 10.9 26.4
--------- ---------
Total equity 232.1 260.8
Non-current liabilities
Financing preferred capital 51.4 -
Capital minority members 16.3 -
Subordinated borrowings 111.6 117.2
Long-term borrowings 1.4 1.7
Deferred income tax liabilities 1.1 1.4
--------- ---------
181.8 120.3
Current liabilities
Securities sold, not yet
purchased 67.5 34.6
Due to clearing organizations
and professional parties 65.9 16.8
Short-term borrowings 33.8 15.7
Bank overdrafts 114.2 0.7
Current income tax liabilities 4.3 12.3
Provisions 3.1 -
Other current liabilities and
accrued expenses 18.4 31.9
--------- ---------
307.2 112.0
- ----------------------------------------------------------------------
Total equity and liabilities 721.1 493.1
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Guarantee capital 411.4 378.0
- ----------------------------------------------------------------------
CONTACT: Van der Moolen Holding NV
Investor Relations/Corporate Communications
Telephone: +31 (0)20 535 6789
info@vandermoolen.com
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.
VAN DER MOOLEN HOLDING N.V.
Date: February 23, 2006 By: /s/ Friedrich M.J. Bottcher
---------------------------
name: Friedrich M.J. Bottcher
title: Chairman of the Executive
Board
By: /s/ Leo J. Pruis
---------------------------
name: Leo J. Pruis
title: Chief Financial Officer
Member of the Executive Board
By: /s/ Casper F. Rondeltap
----------------------------
name : Casper F. Rondeltap
title: Member of the Executive Board
----------------------------------------------------------