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 August
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
August 17, 2006 announcing results for the second quarter 2006.
Van der Moolen Reports a Net Profit of EUR 1.7 Million Attributable to
Its Common Shareholders for the First Half Year Of 2006
AMSTERDAM--(BUSINESS WIRE)--Aug. 17, 2006--Van der Moolen Holding NV
(NYSE:VDM) (Amsterdam:VDMN):
Second quarter Net loss (after impairment and special items)
amounts to EUR 9.4 million.
-- Impairment on brokerage business of EUR 10.0 million;
-- Special items negatively affected second quarter net result by
EUR 1.5 million.
Excluding impairment charges and special items second quarter 2006
net result amounts to a profit of EUR 2.1 million.
Loss per common share EUR 0.21 in the second quarter of 2006.
Excluding impairment and special items profit per common shares
amounts to EUR 0.04.
Key Figures
---------------------------- ----------- ----------- ----------------
Euros millions 2nd 2nd quarter 1st quarter 6 months
quarter 2005 2006 a)
2006
2006 2005
---------------------------- ----------- ----------- ----------------
Revenues a) 40.5 27.2 49% 39.0 4% 79.5 54.6 46%
---------------------------- ----------- ----------- ----------------
Operating profit
(loss) (5.3) 8.6 -162% 29.3 -118% 24.0 13.0 85%
---------------------------- ----------- ----------- ----------------
Profit (loss) from
continuing
operations (7.7) 3.7 -308% 14.0 -155% 6.3 5.8 9%
---------------------------- ----------- ----------- ----------------
Profit (loss)
attributable to
common equity
holders of the
Company (9.4) 1.8 -622% 11.1 -185% 1.7 3.3 -48%
---------------------------- ----------- ----------- ----------------
Guarantee capital 414.7 413.5 0% 451.1 -8% 414.7 413.5 0%
---------------------------- ----------- ----------- ----------------
Per common share data
(Euros x 1)
---------------------------- ----------- ----------- ----------------
Profit (loss) from
continuing
operations (0.21) 0.05 -549% 0.25 -184% 0.04 0.09 -56%
---------------------------- ----------- ----------- ----------------
Profit (loss) (0.21) 0.05 -545% 0.25 -183% 0.04 0.09 -56%
---------------------------- ----------- ----------- ----------------
---------------------------- ----------- ----------- ----------------
Average US
dollar/Euro rate 0.80 0.79 0% 0.83 -4% 0.81 0.78 5%
---------------------------- ----------- ----------- ----------------
a) Both the Q1 2006 revenues and the Q1 2006 exchange, clearing
and brokerage fees have been grossed up with EUR 2.1 million due to a
reclassification. These fees were previously netted in revenues. This
reclassification had no impact on the operating profit and the profit
attributable to common equity holders of the Company.
Richard den Drijver, CEO of Van der Moolen Holding NV ("VDM")
commented : "The results in the first half of 2006 were strongly
influenced by United States litigation settlements and an impairment
on our brokerage business but we are pleased to see that the operating
result (after impairment and special items) in the 2nd quarter
improved to EUR 2.1 million from EUR 0.8 million Q1.
We had to adjust our expectations of our online brokerage business
downwards. Last year we had put forward a growth strategy where we now
encounter processing capacity constrains due to in-house quality
standards, which will slow down the roll out of Online Trader to new
customers. However, we are confident about the business going forward
and we see this as one of our future growth pillars.
Our strategy in the United States is diversification of revenues.
The signing of strategic partnerships with the Chicago Board Options
Exchange and International Securities Exchange, combined the largest
options exchange in the world- is the first step to secure that
objective. Both options exchanges will start independently a new
equity exchange. Although these markets still need to be developed,
we, together with other founding partners, are positive on the future
business opportunities.
We believe that the CBOE Stock Exchange plan to utilize their
experience in Hybrid trading will offer an attractive venue for
execution that will link to Van der Moolen's historic strength as
liquidity providers and technological innovators.
Our main objective is to utilize these strategic partnerships
through actively participating as liquidity providers and route our
natural equity and option liquidity, when possible, to the exchanges
we have an alignment with. These exchanges are: New York Stock
Exchange, International Securities Exchange, Chicago Board Options
Exchange and Chicago Stock Exchange.
Europe contributed 45% to consolidated revenues (HY 2005 18%). The
acquisition of Hills Independent Traders in the third quarter, a very
experienced options trading team in a market VDM did not cover, fits
perfectly within our strategy and will further balance the U.S. and
European revenues. "
Van der Moolen announces that it recognized a net loss
attributable to its common shareholders of EUR 9.4 million in the
second quarter 2006 compared with a profit of EUR 11.1 million in the
first quarter of 2006 and EUR 1.8 million in the second quarter of
2005.
Second quarter 2006 net income has been strongly influenced by the
special items that are summarized below.
-- The purchase price for Curvalue is expected to be settled by a
total of 6.7 million shares of Van der Moolen Holding NV and
EUR 5.9 million cash. Under IFRS the estimated purchase price
amounts to EUR 51.2 million (being 6.7 million shares at a
price of EUR 6.37 per share and
EUR 5.9 million cash plus acquisition costs) resulting in a
goodwill of EUR 32 million. Under IFRS we have impaired EUR 10 million
of this goodwill due to revised estimated discounted cash flows as a
result of anticipated additional investments and marketing
expenditure.
-- Early May, we have joined the so-called secondary offering of
NYSE Group shares. The consideration received amounted to
approximately EUR 8.6 million ($ 61.50 per share, net of
related expenditure) and implied a net loss that is recognized
in the second quarter of approximately EUR 0.4 million.
-- Recognition of expenses in relation to the settlement reached
in respect of the stock loan investigation of the New York
Stock Exchange and the settlement of the securities class
action lawsuit in the United States brought under U.S.
securities law by plaintiffs who were holders of VDM Holding's
American Depositary Receipts traded on the New York Stock
Exchange (see our press releases of July 10, and July 24,
2006, respectively for further details). These settlements
negatively affected our second quarter 2006 net result by EUR
2.8 million.
-- The recognition of foreign currency gains, including relating
tax benefits of EUR 1.7 million.
Excluding these items, second quarter 2006 net result attributable
to common shareholders would amount to a profit of EUR 2.1 million.
Before amortization and impairment of intangible assets, Curvalue
contributed EUR 1.0 million to our second quarter 2006 net income (Q1
2006: EUR 0.2 million); amortization and the impairment of intangible
assets related to this acquisition amounted to a net charge of EUR
10.4 million (Q1 2006: EUR 0.5 million).
Results for the second quarter 2006
Revenues
At EUR 40.5 million, our reported revenues in the second quarter
were 4% higher than in the first quarter of 2006 and 49% above those
earned in the second quarter of 2005. The factors that determined
these comparisons were:
Q2 2006 vs. Q1 2006Q2 2006 vs. Q2 2005
Acquisition Curvalue - % +38 %
U.S. dollar impact -3 % - %
Organic +7 % +11 %
--------------------------------------
Total +4 % +49 %
- -------------------------------------------------------------------
The acquisition of Curvalue contributed EUR 10.2 million to our
second quarter 2006 revenues. Organic growth, due to favorable trading
conditions in Q2, is mainly realized by the success of our trading
operations in Cologne, Amsterdam and London. This is partly offset by
a decrease in revenues generated by VDM Specialists of EUR 1.6
million, or 7%, compared to both the first quarter 2006 and the second
quarter of 2005. In dollar terms this decrease in revenues of VDM
Specialists was 2% and 7%, respectively. First half year 2006 revenue
includes EUR 3.7 million which is originated from a 40% interest in
our investment in an associate.
Other gains and losses - net
The EUR 0.9 million loss recognized in the second quarter 2006
fully relates to the secondary offering of our NYSE Group shares that
were received in the merger consideration in March 2006. The loss
represents the difference between the offering proceeds (net of
related expenditure) and the fair value of the shares received on the
date of the merger. Net result was affected by EUR 0.4 million as a
result of allocation to minority interest and tax effects.
We participated in the so-called secondary offering of NYSE Group
shares and sold 181,940 shares (159,897 shares plus a greenshoe
placement of 22,043), out of the 481,062 received as merger
consideration. As a result of this secondary offering, the number of
shares currently owned, and their restriction period can be specified
as follows:
Restricted until March 2007 3,588
Restricted until March 2008 135,179
Restricted until March 2009 160,355
Total number of shares NYSE Group 299,122
In the first half year of 2006 an amount of EUR 21.1 million has
been recognized in relation to the NYSE shares (conversion and
secondary offering), hereby increasing net income attributable to
common shareholders by approximately EUR 10.1 million.
Operating expenses
Excluding the impairment charge of EUR 10.0 million, total
operating expenses in the second quarter 2006 were EUR 3.2 million
higher than those recognized in the first quarter 2006 and EUR 13.9
million higher than the second quarter of 2005. The consolidation of
Curvalue accounted for EUR 9.4 million of total expenses recognized in
the current quarter (excluding impairment charges), compared to
EUR 8.9 million in the first quarter of 2006. First half year 2006
operating expenses include EUR 3.5 million which is originated from a
40% interest in our investment in an associate.
Other factors that strongly influenced the comparison with the
first quarter 2006 and/or second quarter 2005 on an organic basis
(excluding Curvalue) are set out below.
-- Exchange, clearing and brokerage fees increased by EUR 0.7
million compared to the first quarter 2006 and EUR 1.1 million
compared to the second quarter of 2005. This increase is due
to higher transaction volume propelled by increased trading
opportunity in Germany, London and Amsterdam as well as
listing fees expensed by VDM Specialists in respect of new
assignments.
-- Variable employee compensation and benefit expense decreased
by EUR 1.1 million compared to the first quarter 2006 and
increased by EUR 0.5 million compared to the second quarter of
2005. The decrease compared to the first quarter is mainly due
to the relative contribution of the different bonus
arrangements in place throughout the Group, whereby the
special items expensed during the second quarter 2006 had a
decreasing impact on bonus accruals. In the first quarter
2006, the gain realized on the NYSE merger consideration had
an increased impact on variable employee compensation.
-- G&A expenses includes an amount of EUR 4.1 million in relation
to the settlement reached in respect of the stock loan
investigation of the New York Stock Exchange and the
settlement of the securities class action lawsuit in the
United States brought under U.S. securities law by plaintiffs
who were holders of VDM Holding's American Depositary Receipts
traded on the New York Stock Exchange (see our press releases
of July 10, and July 24, 2006, respectively for further
details). These settlements negatively affected our second
quarter 2006 net result by EUR 2.8 million (after minority
interest and tax, where applicable).
Operating profit
Excluding the other gains and losses (net), the amortization
expense and the impairment of fixed assets, operating profit amounted
to EUR 6.6 million in the second quarter 2006 compared with EUR 8.3
million in the first quarter 2006 and EUR 6.6 million in the second
quarter 2005. The operating margin calculated on this basis was 16.3%
in the second quarter 2006, compared to 21.3% and 24.3% in the first
quarter 2006 and second quarter 2005, respectively.
Finance cost
On April 5, 2006, the AGM approved the proposed changes to our
Articles of Association. Among others, these changes included an
amendment of the Articles in relation to our preferred financing
shares. These changes have allowed the Company to present the
preferred financing capital as an equity instrument under IFRS,
whereas it has been treated a monetary liability since the adoption of
IAS 32 on January 1, 2005. In conformity with this treatment the
preferred financing dividend is no longer classified as a component of
finance cost as from the date of the amendment.
Foreign currency result
Foreign currency result amounted to a profit of EUR 1.1 million,
compared to a loss of EUR 0.3 million in the first quarter 2006 and a
gain of EUR 0.5 million recognized in the second quarter 2005. The
gain resulted from the strong depreciation of the U.S. dollar against
the euro during April 2006, in combination with a temporary long
position in euro denominated monetary assets and liabilities as a
result of the change of the presentation of our preferred financing
shares.
Income tax
Income tax in the second quarter 2006 was EUR 1.5 million,
representing a consolidated effective tax rate of negative 22%. In the
preceding quarter the tax expense was EUR 11.5 million, or 51% (the
second quarter 2005: EUR 2.2 million, or 55%). The consolidated
effective tax rate in the current quarter mainly reflects the non-tax
deductible nature of the EUR 10.0 million impairment charge recognized
on our brokerage business and the non-tax deductibility of the
settlement amount reached with the NYSE in connection with the stock
loan investigation. These factors were partly off-set by non-taxable
foreign currency gains as a result of the euro still being our
functional currency for taxation purposes.
The consolidated effective tax rates in the comparative quarters
mainly reflected the dominance of our U.S. pretax income to total
pretax income in combination with the non-tax deductible nature of
dividends on financing preferred shares.
The tax expense recognized in the first half year of 2006 of EUR
13.0 million is mainly non-cash in nature, given the carry forward
losses existing in the applicable United States tax jurisdictions.
Minority interest
The decrease in minority interest compared to the first quarter of
2006 and the second quarter 2005 is due to the loss recognized on the
secondary offering of NYSE Group shares and the recognition of the
settlement reached in respect of the stock loan investigation in the
current quarter. The first quarter 2006 was among others influenced by
the allocation of the gain on the conversion of the NYSE memberships.
EPS
The weighted average number of outstanding shares to calculate
basic earnings per share is 45,453,298 for the second quarter 2006 and
45,197,124 for the first half year of 2006, the latter being the
number outstanding at year-end 2005 (excluding treasury shares) with -
in addition - the shares issued on January 2, 2006 in relation to the
acquisition of Curvalue and the shares issuable in respect of the
earn-out 2005, which are considered to be "earned" at acquisition
date, and the number of shares issued as stock dividend in April 2006,
adjusted for the average number of shares held by Curvalue in Van der
Moolen Holding NV during the periods presented. During the second
quarter 2006, the position in shares held by Curvalue and related
option positions were fully unwound.
Diluted EPS
For purposes of the determination of diluted EPS, the weighted
average number of common shares outstanding is adjusted for the
dilutive impact of the position held by Curvalue in options of Van der
Moolen and for the estimated number of shares that are issuable in
respect of the Curvalue earn-out arrangement for the year 2006. The
dilutive impact of the earn-out arrangement is determined on a
quarterly basis (the dilutive impact of contingently issuable shares
are included as of the beginning of the period).
Earnings per share
Loss per common share was EUR 0.21 in the second quarter 2006,
compared to a profit per common share of EUR 0.25 and EUR 0.05 in the
first quarter 2006 and second quarter of 2005, respectively. The
impairment charge and special items recognized in the second quarter
2006 negatively affected earnings per share by EUR 0.25.
Balance sheet
Balance sheet total
On June 30, 2006 our Balance Sheet total was approximately EUR 1.9
billion, almost tripling the
EUR 731 million recognized at December 31, 2005. This increase is
mainly due to the increase of current assets and current liabilities,
related to positions and clearing balances arising from the trading
activities of Curvalue. From an economic perspective, the market risk
on the security positions of Curvalue is limited.
Intangible assets
Intangible assets, including goodwill, increased from EUR 70.1
million at December 31, 2005 to EUR 104.9 million at June 30, 2006.
This increase is mainly due to the recognition of intangibles
including goodwill in relation to the Curvalue acquisition, partly
offset by the impact of the depreciation of the U.S. dollar against
the euro. At June 30, 2006, EUR 18 million of other intangible assets
relate to Curvalue. Based on renewed estimates for the earn-out 2006,
goodwill acquired through the Curvalue business combination is
preliminary determined at approximately
EUR 32.1 million (based on a measurement price of issued and
issuable shares of EUR 6.37 as per January 2, 2006), which was
subsequently impaired by an amount of EUR 10.0 million in the second
quarter 2006.
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 411.4 million to EUR 414.7 million during
the half year period under review.
This increase is mainly due to the shares issued and issuable
under the acquisition agreement with Curvalue, the income contribution
during the period and the contribution to the dividend reserve of our
preferred financing shares. These factors are partly offset by a
depreciation of the U.S. dollar (the U.S. dollar depreciated against
the euro: at December 31, 2005 the euro/dollar rate was 1.1829
compared to 1.2785 at June 30, 2006), a EUR 8.3 million repayment of
subordinated borrowings and a EUR 4.9 million negative change in fair
value reserve.
Cash and cash equivalents
The Group has approximately EUR 32 million of freely-available
cash (including disposition on security positions and other assets)
(December 31, 2005: EUR 39 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 June 30, 2006. We refer to the section 'subsequent events'
for further details on the reduction of the NLA requirement of VDM
Specialists, which will have a significant impact on our
freely-available cash.
Available-for-sale assets: NYSE Group shares
As mentioned above, we currently own 299,122 NYSE Group shares
that were acquired through the conversion of the six NYSE memberships
in March 2006 less the number that was subsequently sold in the
so-called secondary offering. The balance sheet at June 30, 2006,
reflects the number of NYSE Group shares owned at the quoted bid price
of those shares. Although we have seen a decrease of the average
quoted price of the NYSE shares in the period after June 30, 2006, we
have determined this not to be a permanent diminution in value.
Cash flow
Cash flow from operating activities
Cash flow from operating activities amounted to EUR 5.1 million in
the first half year of 2006. The positive contribution of income cash
flow of EUR 18.1 million, and cash generated by working capital, is
partly offset by the EUR 15.3 million addition to non-current cash and
cash equivalents.
Cash flow from investing activities
Cash flow from investing activities amounted to EUR 20.8 million,
mainly following the cash consideration received in relation to the
NYSE merger, the receipt of the proceeds of the secondary offering of
NYSE Group shares in May 2006 and the receipt of the proceeds in
January 2006 of the sale of four memberships in December 2005. The
acquisition of Curvalue contributed EUR 0.4 million to cash flow from
investing activities, being the balance of cash held by this entity
less the EUR 5.0 million cash consideration paid on January 2, 2006.
Cash flow from financing activities
Cash flow from financing activities amounted to EUR 24.6 million
negative, mainly as a result of the repayment of subordinated debt in
March 2006, interest payments, dividend payments made in April 2006,
and distributions and capital repayments to (former) members of VDM
Specialists.
Subsequent events
United States
NLA reduction
The NYSE received the long-awaited approval from the Securities
and Exchange Commission for the reduction of Specialist Net Liquid
Asset Requirements at the start of August 2006. The reduction will be
phased in over a nine months period. For VDM Specialists the result is
an immediate reduction in NLA requirement of approximately $ 25
million. Additional reductions of approximately $ 25 million each will
be taken three, six and nine months from the original effective date
of August 2, 2006 to a total of approximately $ 100 million NLA
reduction.
Strategic Partnership with the Chicago Board Options Exchange
(CBOE)
The CBOE is one of the largest options exchanges in the United
States and among the leading options exchanges in the world. The CBOE
will launch the CBOE Stock Exchange, LLC (CBSX), a new securities
trading market place. The CBSX will feature a Hybrid market model that
will combine elements of both screen and floor-based trading and
provide a new venue for trading of NASDAQ Stock Market, American Stock
Exchange listed securities and New York Stock Exchange products. VDM
will participate in this new Stock Exchange and made a strategic
investment of $ 9 mln (18% equity stake) in the newly formed CBSX. We
believe the CBSX plan to utilize their experience in Hybrid trading
will offer an attractive venue for execution that links to VDM
Specialists' historic strengths as liquidity providers and
technological innovators.
Strategic Partnership with the International Securities Exchange
(ISE)
The ISE is one of the largest equity options exchanges and is
among the leading options exchanges in the world. The ISE Stock
Exchange will provide an innovative platform for equity trading. VDM
has invested an amount of $ 3 million (3% equity stake) in the
International Securities Exchange (ISE) which expects to begin
operations in the fourth quarter of 2006. ISE is a major factor in
options trading and intends to use its proven technology and market
structure to extend its reach into the trading of equities. We have
faith in the management of the ISE and made this investment with the
expectation of becoming an active participant in this new venture as
both an equity owner of the new exchange and a provider of liquidity
and order flow.
Europe
Acquisition of Hills Independent Traders Ltd. (HIT)
On July 25, 2006 we announced the acquisition of Hills Independent
Traders Ltd. from Binck NV in a business and assets transaction at
market value, including the transfer of the employees. HIT has been
one of the profitable trading business parts that Binck continued
after the reorganization of the former AOT activities in 2004/2005.
HIT's activities include proprietary derivatives trading on
Euronext.Liffe and equity transactions of underlying values on the
London Stock Exchange. The acquisition of HIT links up seamlessly with
VDM's goal to strengthen its position on the derivatives exchanges.
HIT will be fully integrated in the offices of VDM by the end of 2006
(see our press release dated 25 July 2006).
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 Van der Moolen will present its half year results in a press
and analyst meeting. The meetings can be followed through audio
webcasts. For more information and subscription, please check the
website of Van der Moolen www.vandermoolen.com. Invitations to
participants have been distributed. For more information on the press
meeting, please contact ir@nl.vandermoolen.com. For more information
on the analyst webcast, please contact Cristina Unqureanu at Taylor
Rafferty, telephone: +44 776 969 5098.
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 Q2 Q2
per share data) %
2006 2005
- --------------------------------------- ----------- ----------- -----
Revenues a) 40.5 27.2 49%
Other gains and losses - net (0.9) 2.4 -138%
Exchange, clearing and brokerage fees
a) (11.0) (5.1) 116%
Fixed employee benefit expense (8.0) (7.2) 11%
Variable employee benefit expense (3.3) (1.4) 136%
Lease of exchange memberships/ trading
licenses (0.7) (1.0) -30%
Information and communication expense (1.5) (0.8) 88%
Depreciation expenses (0.5) (0.3) 67%
Amortization expenses (1.0) (0.4) 150%
Impairment of intangible assets (10.0) -
General and administrative expenses (8.9) (4.8) 85%
Total operating expenses (44.9) (21.0) 114%
Operating profit (loss) (5.3) 8.6 -162%
Finance cost of financing preferred
shares - (0.8)
Interest on minority members' capital (0.3) (0.3)
Foreign currency result - net 1.1 0.5
Other finance costs - net (1.7) (2.1)
Profit (loss) before income tax from
continuing operations (6.2) 5.9 -205%
Income tax benefit / (expense) (1.5) (2.2)
Profit (loss) from continuing
operations (7.7) 3.7 -308%
Profit (loss) from discontinued
operations before income tax - -
Income tax benefit / (expense) - -
Profit (loss) from discontinued
operations - -
Profit (loss) for the period (7.7) 3.7 -308%
Profit attributable to minority
interest 0.7 1.9
Preferred financing dividend 1.0 -
Profit (loss) attributable to common
equity holders of the Company (9.4) 1.8 -622%
- --------------------------------------- ----------- ----------- -----
- --------------------------------------- ----------- ----------- -----
Average number of common shares
outstanding 45,453,298 39,106,481 16%
Diluted average number of common shares
outstanding 45,894,242 39,106,481 17%
Per common share data:
Profit (loss) from continuing
operations per common share (0.21) 0.05 -549%
Diluted profit (loss) from continuing
operations per common share (0.20) 0.05 -545%
Profit (loss) per common share (0.21) 0.05 -549%
Diluted profit (loss) per common share (0.20) 0.05 -545%
- --------------------------------------- ----------- ----------- -----
(amounts in millions of Euros, except Q1
per share data) %
2006 a)
- --------------------------------------- ----------------- ----------
Revenues a) 39.0 4%
Other gains and losses - net 22.0 -104%
Exchange, clearing and brokerage fees
a) (9.9) 11%
Fixed employee benefit expense (8.4) -5%
Variable employee benefit expense (4.2) -21%
Lease of exchange memberships/ trading
licenses (0.6) 17%
Information and communication expense (1.5) 0%
Depreciation expenses (0.6) -17%
Amortization expenses (1.0) 0%
Impairment of intangible assets -
General and administrative expenses (5.5) 62%
Total operating expenses (31.7) 42%
Operating profit (loss) 29.3 -118%
Finance cost of financing preferred
shares (1.1)
Interest on minority members' capital (0.3)
Foreign currency result - net (0.3)
Other finance costs - net (2.1)
Profit (loss) before income tax from
continuing operations 25.5 -124%
Income tax benefit / (expense) (11.5)
Profit (loss) from continuing
operations 14.0 -155%
Profit (loss) from discontinued
operations before income tax -
Income tax benefit / (expense) -
Profit (loss) from discontinued
operations -
Profit (loss) for the period 14.0 -155%
Profit attributable to minority
interest 2.9
Preferred financing dividend -
Profit (loss) attributable to common
equity holders of the Company 11.1 -185%
- --------------------------------------- ----------------- ----------
- --------------------------------------- ----------------- ----------
Average number of common shares
outstanding 44,970,390 1%
Diluted average number of common shares
outstanding 44,987,662 2%
Per common share data:
Profit (loss) from continuing
operations per common share 0.25 -184%
Diluted profit (loss) from continuing
operations per common share 0.25 -183%
Profit (loss) per common share 0.25 -184%
Diluted profit (loss) per common share 0.25 -183%
- --------------------------------------- ----------------- ----------
(amounts in millions of Euros, except 6 months 6 months
per share data) %
2006 2005
- ---------------------------------------- ------------ ----------------
Revenues a) 79.5 54.6 46%
Other gains and losses - net 21.1 (0.2) 10650%
Exchange, clearing and brokerage fees a) (20.9) (9.9) 111%
Fixed employee benefit expense (16.4) (14.1) 16%
Variable employee benefit expense (7.5) (2.5) 200%
Lease of exchange memberships/ trading
licenses (1.3) (2.4) -46%
Information and communication expense (3.0) (1.4) 114%
Depreciation expenses (1.1) (0.7) 57%
Amortization expenses (2.0) (0.8) 150%
Impairment of intangible assets (10.0) -
General and administrative expenses (14.4) (9.6) 50%
Total operating expenses (76.6) (41.4) 85%
Operating profit (loss) 24.0 13.0 85%
Finance cost of financing preferred
shares (1.1) (1.5)
Interest on minority members' capital (0.6) (0.6)
Foreign currency result - net 0.8 2.8
Other finance costs - net (3.8) (3.9)
Profit (loss) before income tax from
continuing operations 19.3 9.8 97%
Income tax benefit / (expense) (13.0) (4.0)
Profit (loss) from continuing operations 6.3 5.8 9%
Profit (loss) from discontinued
operations before income tax - -
Income tax benefit / (expense) - -
Profit (loss) from discontinued
operations - -
Profit (loss) for the period 6.3 5.8 9%
Profit attributable to minority interest 3.6 2.5
Preferred financing dividend 1.0 -
Profit (loss) attributable to common
equity holders of the Company 1.7 3.3 -48%
- ---------------------------------------- ------------ ----------------
- ---------------------------------------- ------------ ----------------
Average number of common shares
outstanding 45,197,124 38,713,971 17%
Diluted average number of common shares
outstanding 45,638,068 38,713.971 18%
Per common share data:
Profit (loss) from continuing operations
per common share 0.04 0.09 -56%
Diluted profit (loss) from continuing
operations per common share 0.04 0.09 -56%
Profit (loss) per common share 0.04 0.09 -56%
Diluted profit (loss) per common share 0.04 0.09 -56%
- ---------------------------------------- ------------------- ---------
a) Both the Q1 2006 revenues and the Q1 2006 exchange, clearing
and brokerage fees have been grossed up with EUR 2.1 million due to a
reclassification. These fees were previously netted in revenues. This
reclassification had no impact on the operating profit and the profit
attributable to common equity holders of the Company.
- ---------------------------------------------- -------- ------- -----
Van der Moolen Holding N.V. Q2 Q2 %
Revenue breakdown in millions of Euros 2006 2005
- ---------------------------------------------- -------- ------- -----
VDM Specialists 21.0 22.6 -7%
Net gain on principal transactions 13.9 15.9 -13%
Commissions 5.0 5.3 -6%
Other 2.1 1.4 50%
European Trading 9.2 4.6 100%
Curvalue Principal Trading 6.4 -
Curvalue Brokerage a) 3.8 -
Unallocated and Holding 0.1 -
- ---------------------------------------------- -------- ------- -----
Total revenues 40.5 27.2 49%
- ---------------------------------------------- -------- ------- -----
- ---------------------------------------------- -------- ------- -----
Van der Moolen Holding N.V. Q2 Q2 %
Operating profit before other gains and losses 2006 2005
(net), before amortization of intangible fixed
assets and before impairment, breakdown in
millions of Euros
- ------------------------------------------------------- ------- -----
VDM Specialists 8.3 9.0 -8%
European Trading 2.5 0.1 2400%
Curvalue Principal Trading 1.7 -
Curvalue Brokerage (0.2) -
Unallocated and Holding (5.7) (2.5) -128%
- ---------------------------------------------- -------- ------- -----
Total operating profit before other gains and
losses (net), before amortization of
intangible fixed assets and before impairment 6.6 6.6 0%
- ------------------------------------------------------- ------- -----
- ---------------------------------------------- -------- ------- -----
VDM Specialists (VDMS) Q2 Q2
Key figures (IFRS) 2006 2005
- ---------------------------------------------- -------- ------- -----
VDM Specialists revenues ($ million) 26.5 28.5
Net gain on principal transactions 17.8 20.1
Commissions 6.3 6.7
Other 2.4 1.7
Total share volume of trading on NYSE
(million) 109,152 96,581
Share volume of trading in VDMS assignments
(million) 13,307 11,998
VDMS market share in share volume NYSE b) 12.2% 12.4%
VDMS share volume of principal shares traded
(million) 1,683 2,077
Participation rate b) 12.6% 17.3%
VDMS value of principal shares traded ($
billion) 76 81
VDMS net gain on principal transactions ($
million) 17.8 20.1
Realization rate (basis points) 2.3 2.5
- ---------------------------------------------- -------- ------- -----
- -------------------------------- -------- ---- -------- -------- ----
Van der Moolen Holding N.V. Q1 % 6 months 6 months %
Revenue breakdown in millions of 2006 a)
Euros 2006 2005
- -------------------------------- -------- ---- -------- -------- ----
VDM Specialists 22.6 -7% 43.6 44.8 -3%
Net gain on principal
transactions 14.9 -7% 28.8 31.8 -9%
Commissions 5.5 -10% 10.5 10.7 -2%
Other 2.2 -5% 4.3 2.3 87%
European Trading 7.9 16% 17.1 9.8 74%
Curvalue Principal Trading 5.1 25% 11.5 -
Curvalue Brokerage a) 3.4 12% 7.2 -
Unallocated and Holding - 0.1 -
- -------------------------------- -------- ---- -------- -------- ----
Total revenues 39.0 4% 79.5 54.6 46%
- -------------------------------- -------- ---- -------- -------- ----
- -------------------------------- -------- ---- -------- -------- ----
Van der Moolen Holding N.V. Q1 % 6 months 6 months %
Operating profit before other gains 2006 2006 2005
and losses (net), before
amortization of intangible fixed
assets and before impairment,
breakdown in millions of Euros
- ----------------------------------------- ---- -------- -------- ----
VDM Specialists 9.1 -9% 17.4 18.8 -7%
European Trading 2.0 25% 4.5 0.6 650%
Curvalue Principal Trading 0.8 113% 2.5 -
Curvalue Brokerage (0.3) 33% (0.5) -
Unallocated and Holding (3.3) -73% (9.0) (5.4) -67%
- -------------------------------- -------- ---- -------- -------- ----
Total operating profit before other
gains and losses (net), before
amortization of intangible fixed
assets and before impairment 8.3 -20% 14.9 14.0 6%
- ----------------------------------------- ---- -------- -------- ----
- -------------------------------- -------- ---- -------- -------- ----
VDM Specialists (VDMS) Q1 6 months 6 months
Key figures (IFRS) 2006 2006 2005
- -------------------------------- -------- ---- -------- -------- ----
VDM Specialists revenues ($
million) 27.1 53.6 57.6
Net gain on principal
transactions 17.2 35.0 40.9
Commissions 6.6 12.9 13.8
Other 3.3 5.7 2.9
Total share volume of trading on
NYSE (million) 104,614 213,766 193,067
Share volume of trading in VDMS
assignments (million) 12,813 26,120 23,962
VDMS market share in share
volume NYSE b) 12.2% 12.2% 12.4%
VDMS share volume of principal
shares traded (million) 1,908 3,591 4,185
Participation rate b) 14.9% 13.7% 17.5%
VDMS value of principal shares
traded ($ billion) 82 158 160
VDMS net gain on principal
transactions ($ million) 17.2 35.0 40.9
Realization rate (basis points) 2.1 2.2 2.6
- -------------------------------- -------- ---- -------- -------- ----
Source: NYSE, Van der Moolen
a) Both the Q1 2006 revenues and the Q1 2006 exchange, clearing
and brokerage fees have been grossed up with EUR 2.1 million due to a
reclassification. These fees were previously netted in revenues.This
reclassification had no impact on the operating profit and the profit
attributable to common equity holders of the Company.
b) The determination of the market share and participation rate is
based on share volume transacted on the NYSE as provided by the NYSE
to the specialist community. Last years' calculations were originally
based on the dollar value of those transactions. Comparative figures
have been adjusted accordingly.
Van der Moolen Holding N.V.
Consolidated Balance Sheet
(IFRS, unaudited)
- ----------------------------------------------------------------------
(amounts in millions of Euros) June 30, 2006 December 31, 2005
- ----------------------------------------------------------------------
Assets
Non-current assets
Goodwill 45.1 24.8
Other intangible assets 59.8 45.3
Property, plant and equipment 5.3 4.0
Deferred income tax assets 69.4 80.8
Retirement benefit plans and other
long-term benefits 4.1 3.4
Loans and receivables 0.4 -
Available-for-sale financial assets 16.0 18.0
Cash and cash-equivalents 189.1 188.5
--------- ---------
389.2 364.8
Current assets
Securities owned 980.4 91.8
Due from clearing organizations and
professional parties 362.9 127.6
Loans and receivables - 5.0
Current income tax receivables 11.9 8.9
Other current assets and prepaid
expenses 5.9 17.4
Cash and cash-equivalents 131.2 115.8
--------- ---------
1,492.3 366.5
- ----------------------------------------------------------------------
Total assets 1,881.5 731.3
- ----------------------------------------------------------------------
Equity and liabilities
Capital and reserves attributable
to the Company's equity holders 294.3 221.2
Minority interest 10.0 10.9
--------- ---------
Total equity 304.3 232.1
Non-current liabilities
Financing preferred shares - 51.4
Capital of minority members 15.8 16.3
Subordinated borrowings 94.6 111.6
Long-term borrowings 1.0 1.4
Deferred income tax liabilities 10.1 1.1
--------- ---------
121.5 181.8
Current liabilities
Securities sold, not yet purchased 920.3 77.7
Due to clearing organizations and
professional parties 343.5 65.9
Due to customers 5.5 -
Short-term borrowings 30.8 33.8
Bank overdrafts 127.5 114.2
Current income tax liabilities 2.2 4.3
Provisions 6.3 3.1
Other current liabilities and
accrued expenses 19.6 18.4
--------- ---------
1,455.7 317.4
- ----------------------------------------------------------------------
Total equity and liabilities 1,881.5 731.3
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Guarantee capital 414.7 411.4
- ----------------------------------------------------------------------
Van der Moolen Holding N.V.
Consolidated statement of cash flow/ Movement schedule
of shareholders'equity
(IFRS, unaudited)
Consolidated statement of cash flow
- ----------------------------------------- ------------- --------------
(Amounts in millions of Euros) 6 months 6 months
2006 2005 (1)
- ----------------------------------------- ------------- --------------
Cash flow from operating activities
Profit attributable to common equity
holders of the parent 1.7 3.3
Profit attributable to minority interest 3.6 2.5
Income tax expense 13.0 4.0
Depreciation and amortization of fixed
assets 3.1 1.5
Impairment of intangibles 10.0 -
Preferred financing dividend (non-cash
expense) 2.1 1.5
Foreign currency result - net (0.8) (2.8)
Finance cost- other, net 4.4 4.5
Gain on NYSE memberships (21.1) -
Fair value loss on interest-rate swaps - 0.2
Movement in provisions 3.5 -
NYSE/SEC settlement - (3.2)
Income tax received, net (1.4) 1.3
------- --------
18.1 12.8
(Increase)/ decrease in non-current cash
and cash equivalents (15.3) 3.6
(Increase)/ decrease in working capital 2.3 (28.8)
------ ------
5.1 (12.4)
Cash flow from investing activities
Investments in tangible fixed assets, net
of divestments (1.7) (0.3)
Investments in intangible fixed assets (1.0) -
Acquisition group companies, less cash
balances held 0.4 -
Proceeds from NYSE memberships 22.5 -
Interest received 0.6 0.1
------ ------
20.8 (0.2)
Cash flow from financing activities
Repayments of subordinated borrowings and
long-term borrowings (8.7) (7.9)
Sale of treasury shares 0.7 -
Interest paid (6.2) (6.0)
Dividend payment (2.3) (3.2)
Preferred financing dividend (2.9) (2.9)
Distributions paid to minority members,
net of capital contributed (2.1) (2.3)
Capital repayment former members of VDM
Specialists (3.1) (3.1)
------ ------
(24.6) (25.4)
Currency exchange differences on cash and cash-
equivalents, net of bank overdrafts 0.8 (2.0)
Change in cash and cash-equivalents, net
of amounts of bank overdrafts 2.1 (40.0)
Cash and cash-equivalents, net of amounts
of bank overdrafts at January 1, 1.6 40.1
------ ------
Cash and cash-equivalents, net of amounts
of bank overdrafts at June 30, 3.7 0.1
- ----------------------------------------------------------------------
(1) adjusted for presentation purposes
Movement in shareholders'equity
- ----------------------------------------- ------------- --------------
(Amounts in millions of euros) 6 months 6 months
2006 2005
- ----------------------------------------- ------------- --------------
Shareholders' equity at January 1 221.2 234.4
Preferred financing shares 51.4 -
Issued common shares and issuable shares
(Curvalue acquisition), net of shares
held in treasury 42.1 -
Change in accounting principles due to
adoption IAS 32 / IAS 39 - (51.5)
Cash dividend (2.3) (3.2)
Currency exchange differences (17.7) 20.6
Profit attributable to common
shareholders for the period 1.7 3.3
Contribution to dividend reserve
financing preferred shareholders 2.1
Sale of treasury shares 0.7 -
Fair value change available-for-sale
assets, net of taxation (4.9) 0.3
------ ------
73.1 (30.5)
------ ------
Shareholders' equity at June 30 294.3 203.9
- ----------------------------------------- ------------- --------------
Basis of presentation
This interim report for the six months ended 30 June 2006 is
prepared in accordance with IAS 34 - Interim Financial Reporting. It
does not include all of the information required for full annual
financial statements, and should be read in conjunction with the
consolidated financial statements of Van der Moolen Holding NV for the
year ended 31 December 2005 as included in the Annual Report 2005. Van
der Moolen's 2005 consolidated financial statements are prepared in
accordance with International Financial Reporting Standards ('IFRS')
as adopted by the European Union ('EU'). In preparing this interim
financial report, the same accounting principles and methods of
computation are applied as in the consolidated financial statements
for the year ended 31 December 2005. This interim financial report is
unaudited.
Explanatory notes
Explanatory notes to the financial data reported are included in
the front part of this interim report. To avoid duplication of data
this information is not repeated.
CONTACT: Van der Moolen
Investor Relations/CorporateCommunications
telephone +31 (0)20 535 6789
www.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: August 17, 2006 By: /s/ Richard E. den Drijver
------------------------------------
name: Richard E. den Drijver
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
----------------------------------------------------------