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 November
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 November 14, 2006 publishing the third quarter 2006
results.
VDM Third Quarter 2006 Results
-- Van der Moolen reports a net loss, excluding impairment of
intangibles, derecognition of deferred tax assets and
severance payments expenses, of EUR 0.7 million attributable
to its common shareholders for the third quarter of 2006.
-- Severance payments expenses negatively affected net result by
EUR 0.4 million;
-- Impairment intangibles and derecognition of deferred tax
assets related to our US operations negatively affected net
result by EUR 34.2 million;
-- Net loss of EUR 35.3 million or EUR 0.78 per common share in
the third quarter of 2006. Excluding impairment intangibles,
derecognition of deferred tax assets and severance payments
expenses loss per common share amounts to EUR 0.02.
AMSTERDAM, Netherlands--(BUSINESS WIRE)--Nov. 14, 2006--Van der
Moolen Holding NV (NYSE:VDM) (Amsterdam:VDMN):
Key Figures
- ----------------------------- ---------------------- -----------------
Euros millions 3rd 3rd quarter 2nd 9 months
quarter 2005 quarter
2006 2006
2006 2005
- ----------------------------- ---------------------- -----------------
Revenues 33.1 26.7 24% 40.5 -18% 112.6 81.3 38%
- ----------------------------- ---------------------- -----------------
Operating profit
(loss) (18.1) 8.8 -306% (5.3)242% 5.9 21.8 -73%
- ----------------------------- ---------------------- -----------------
Profit (loss) from
continuing
operations (39.5) 3.4 -1262% (7.7)413% (33.2) 9.2 -461%
- ----------------------------- ---------------------- -----------------
Profit (loss)
attributable to
common equity
holders of the
Company (35.3) 2.3 -1635% (9.4)276% (33.6) 5.6 -700%
- ----------------------------- ---------------------- -----------------
Guarantee capital 352.2 400.7 -12%414.7 -15% 352.2 400.7 -12%
- ----------------------------- ---------------------- -----------------
Per common share data
(Euros x 1)
- ----------------------------- ---------------------- -----------------
Profit (loss) from
continuing
operations (0.78) 0.06 -1427%(0.21)275% (0.74) 0.14 -616%
- ----------------------------- ---------------------- -----------------
Profit (loss) (0.78) 0.06 -1397%(0.21)270% (0.74) 0.14 -604%
- ----------------------------- ---------------------- -----------------
- ----------------------------- ---------------------- -----------------
Average US
dollar/Euro rate 0.78 0.82 -4% 0.80 -1% 0.80 0.79 2%
- ----------------------------- ---------------------- -----------------
Richard den Drijver , CEO of Van der Moolen Holding NV
("VDM") commented:
"Q3 has been a disappointing quarter for VDM, both in revenues and
because of the impairment we had to take on our US business and the
tax positions in the US. Although revenues from our European
operations have been developing according to budget, our NYSE
Specialist operation saw a further decline. On October 6th, the NYSE
started to roll out the Hybrid Market Model in phases. VDMS is well
prepared and we believe that the Hybrid Market Model will automate
much of our activity and will allow us to become more efficient and
cost effective at the point of sale. However, we foresee lower future
revenues of VDMS due to the implementation of the Hybrid Market Model.
Recently, we made investments in new equity markets (CBOE Stock
Exchange and ISE Stock Exchange) as investors and active market
participants, which will enable us to diversify our US operations. The
related new activities will fit into our long-term growth plan and
will be fully operational in 2007."
Impairment of intangibles and derecognition of deferred tax assets
The Group's accounting policies for goodwill and specialist
assignments are described in detail in our Annual Report 2005. As
outlined in our press release dated October 9, 2006, the significant
decline in principal trading revenues of VDM Specialists USA ("VDMS")
during the third quarter 2006 indicated that goodwill and specialist
assignments attributable to this business segment should be evaluated
for possible impairment. We have engaged an independent business
valuation firm to assist us in the analysis.
The main assumptions used in the valuation relate to the impact of
the implementation of the Hybrid Market Model that started on October
6, 2006 and is followed by the roll-out of all NYSE-listed securities
starting early December. Although we believe that we are well prepared
for the full implementation of the Hybrid Market Model as stated
above, it is estimated that the Hybrid Market Model will negatively
impact VDMS' future revenue levels. The anticipated decline in
revenues will be partly offset by a reduction in the number of
full-time equivalents as a result of the automation of much of our
activity under the Hybrid Market Model. The discount rates used for
valuation purposes of goodwill and specialist assignments approximate
those levels disclosed in our 2005 Annual Report and are the
equivalent of a post-tax rate of approximately 12% and 15%,
respectively.
An impairment loss, calculated as the difference between the
estimated fair value and the carrying amount of the specialist
assignments, was taken in the amount of EUR 20.2 million. This
impairment negatively affected net result for the third quarter 2006
by EUR 8.0 million (after minority interest and tax effects).
Based on the valuation, goodwill attributable to VDMS was not
impaired as of September 30, 2006.
The impairment charge as outlined above has increased the Group's
USA deferred tax asset position (local and federal taxation). In
combination with the forecasted lower level of income contribution of
VDMS and its impact on the forecast of future taxable income, we have
assessed that the USA deferred tax assets existing as of September 30,
2006 are impaired by approximately EUR 26.2 million (or 35% of our net
deferred tax asset relating to our US operations).
The impairment of specialist assignments and net deferred tax
assets negatively affected net result for the third quarter 2006 by
EUR 34.2 million (non-cash expenditure).
It is our policy not to present any US GAAP interim financial
data. We publish our US GAAP financial statements on Form 20-F, the
most recent being filed with the SEC on June 23, 2006 in respect of
the year 2005. However, since US GAAP accounting principles and the
carrying value of goodwill and specialist assignments significantly
differ from those applied and recognized under IFRS, please note that
the valuations performed to substantiate the impairment test as
outlined above and its impact on deferred tax assets, will result in a
significantly higher net charge under US GAAP.
Financial developments
Revenues
At EUR 33.1 million, our reported revenues in the third quarter
were 18% lower than in the second quarter of 2006 and 24% above those
earned in the third quarter of 2005. The factors that determined these
comparisons were:
Q3 2006 vs. Q2 2006 Q3 2006 vs. Q3 2005
Acquisition Curvalue - % +37%
Greenfield operations(1) +2% +3%
U.S. dollar impact -1% -2%
Organic -19% -14%
------------------- -------------------
Total -18% +24%
- ------------------------------------------------ -------------------
(1) Start-up activities
The acquisition of Curvalue contributed EUR 10.0 million to our
third quarter 2006 revenues compared to EUR 10.2 million for the
second quarter. The greenfield operations contributed EUR 0.7 million
in the third quarter compared to EUR 0.1 million for the second
quarter. Organically, the third quarter revenues show a decline of EUR
7.8 million compared to the second quarter 2006 and a decline of EUR
4.3 million compared to the third quarter of 2005, due to less
favorable trading conditions. The organic decline is mainly due to a
decline in revenues in VDMS of EUR 5.3 million compared to the second
quarter 2006 and EUR 5.2 million compared to the third quarter 2005.
In dollar terms the decline in revenues of VDMS was 25% compared
to the second quarter of 2006 and 22% compared to the third quarter of
2005.
Operating expenses
Operating expenses (impairment charges excluded) were EUR 3.9
million lower than those recognized in the second quarter 2006 and EUR
12.2 million higher than the third quarter of 2005. The consolidation
of Curvalue accounted for EUR 8.2 million of total expenses recognized
in the current quarter.
Factors that influenced the comparison with the second quarter
2006 and/or third quarter 2005 are:
-- Exchange, clearing and brokerage fees decreased by EUR 2.0
million compared to the second quarter 2006 and increased by
EUR 3.5 million compared to the third quarter of 2005. The
decrease compared to the second quarter is mainly due to lower
trading volumes. The increase compared to the third quarter
2005 fully relates to the consolidation of Curvalue.
-- An increase of fixed employee benefit expense by EUR 1.1
million compared to the second quarter of 2006 and by EUR 2.9
million compared to the third quarter 2005. The increase
compared to the second quarter is mainly due to severance
payments expenses in the amount of EUR 0.9 million related to
the reduction of employees of VDMS, negatively affecting net
result by EUR 0.4 million. The comparison with prior year is
further affected by the consolidation of Curvalue.
-- The G&A expenses for the second quarter 2006 included an
amount of EUR 4.1 million in relation to the settlements
reached in respect of litigation and regulatory proceedings in
the US. Excluding these settlements G&A expenses increased by
EUR 2.1 million mainly due to higher professional fees and
expenses related to Greenfield operations.
Operating profit
Excluding the other gains and losses (net), the amortization
expense and the impairment of fixed assets, operating profit amounted
to EUR 3.1 million in the third quarter 2006 compared with EUR 6.6
million in the second quarter 2006 and EUR 8.3 million in the third
quarter 2005.
Foreign currency result
Foreign currency result amounted to a gain of EUR 0.3 million,
compared to a gain of EUR 1.1 million in the second quarter 2006 and a
loss of EUR 0.1 million recognized in the third quarter 2005. The gain
mainly resulted from the appreciation of the pound sterling during the
third quarter of 2006 in combination with a net long position in pound
sterling denominated monetary assets.
Income tax
Income tax expense in the third quarter 2006 is EUR 19.7 million,
representing a consolidated effective tax rate of 135% (negative). In
the preceding quarter the tax expense was EUR 1.5 million, or 22%
(negative) (third quarter 2005: EUR 2.0 million, or 47%). Excluding
the aforementioned exceptional tax charge of EUR 26.2 million, a tax
benefit of EUR 6.5 million would have been recognized, representing a
consolidated effective tax rate of 45%. This adjusted consolidated
effective tax rate in the current quarter mainly reflects the impact
of the impairment charges on intangibles in the USA.
In the first nine months of 2006 the tax expense amounts to EUR
32.7 million compared to pretax income (after minority interest) of
EUR 1.1 million. Adjusted for the EUR 26.2 million exceptional tax
charge, the tax expense would amount to EUR 6.5 million. The relative
high income tax expense compared to pretax income is mainly due to the
non-tax deductible nature of the EUR 10.0 million impairment charge
recognized on our brokerage business in the second quarter 2006, the
non-tax deductibility of the settlement amount reached with the NYSE
in connection with the stock loan investigation and the non-deductible
nature of dividends on financing preferred shares that were recorded
as expenses in the period up to April 5, 2006.
Minority interest
The decrease in minority interest compared to the second quarter
2006 and the third quarter 2005 is mainly due to the impairment charge
on specialist assignments attributable to VDMS.
Earnings per share
The weighted average number of outstanding shares to calculate
basic earnings per share is 45,504,926 for the third quarter 2006 and
45,300,852 for the first nine months of the year 2006, the latter
being the number outstanding at year-end 2005 (excluding treasury
shares) with - in addition - the weighted impact of 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.
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 that was 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).
Loss per common share was EUR 0.78 in the third quarter 2006,
compared to a loss per common share of EUR 0.21 in the second quarter
of 2006 and a profit per common share of EUR 0.06 in the third quarter
of 2005. The impairment charge and severance payments expenses
recognized in the third and second quarter 2006 negatively affected
earnings per share by EUR 0.76 and EUR 0.25 respectively.
Balance sheet
Balance sheet total
On September 30, 2006 our Balance Sheet total was approximately
EUR 1.8 billion, more than twice 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 87.4 million at September 30,
2006. This increase is mainly due to the recognition of intangibles
including goodwill in relation to the Curvalue acquisition of EUR 52.9
million and net investments in software of EUR 2.1 million, partly
offset by the impact of the depreciation of the U.S. dollar against
the euro by EUR 4.5 million and the impairment charges of EUR 30.2
million and amortization charges of EUR 3.0 million recognized on
intangibles attributable to Curvalue and VDMS.
Deferred income tax assets
Deferred tax assets decreased from EUR 80.8 million as of December
31, 2005 to EUR 51.2 at September 30, 2006. This decrease is mainly
due to the derecognition of deferred tax assets in the amount of EUR
26.2 million and the depreciation of the U.S. dollar, partly offset by
an increase as a result of tax benefit recognized on the impairment
charges recognized in the third quarter 2006.
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 VDMS for purposes of
compliance with the Net Liquid Asset ("NLA") requirement set by the
New York Stock Exchange (restricted as such for a period in excess of
one year). The total NLA requirement amounts to $ 139 million
(approximately EUR 110 million) at September 30, 2006, a reduction of
approximately $ 100 million (approximately EUR 79 million) compared to
December 31, 2005. This reduction will be phased in over a period of
nine months and started with a relief in the third quarter 2006 of
approximately $ 32 million (EUR 25 million). Further reductions will
be taken in three, six and nine months from the original effective
date of August 2, 2006. The reduction in the third quarter 2006 was
used for the repayment of $ 22 million (EUR 17 million) on
subordinated debt and the repayments made on capital accounts of the
minority members.
Cash and cash equivalents
The Group has approximately EUR 23 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 of
committed credit lines available until the end of 2006. The decrease
mainly relates to investments made during the first nine months and
repayments on subordinated debt and on capital accounts of minority
members. These cash outflows were partly offset by the first phase of
the NLA reduction as discussed above.
Available-for-sale assets
NYSE Group shares
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 September 30, 2006, reflects the number
of NYSE Group shares owned at the quoted bid price of those shares.
Other investments
The other available-for-sale investments as recognized on the
balance sheet as at September 30, 2006 relate to the investment in ISE
Stock Exchange LLC of $ 3 million (EUR 2.4 million) and the
preliminary investment in CBOE Stock Exchange LLC of $ 4.5 million
(EUR 3.6 million).
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), decreased from EUR 411.4 million as at December 31, 2005 to
EUR 352.2 million as at September 30, 2006.
The decrease is mainly due to the recognition of the loss over the
nine months of 2006, the classification of the current portion of the
subordinated loans as current liabilities and the depreciation of the
US dollar (the U.S. dollar depreciated against the euro: at December
31, 2005 the euro/dollar rate was 1.1829 compared to 1.2660 at
September 30, 2006). Furthermore, in September 2006 repayments were
made on the capital accounts of minority members in the amount of $
4.9 million (EUR 3.9 million). The increase in issued shares and
issuable shares as a result of the acquisition agreement with Curvalue
and the contribution to the dividend reserve of our preferred
financing shares partly offset the aforementioned factors.
Cash flow
Cash flow from operating activities
Cash flow from operating activities amounted to EUR 57.4 million
in the first nine months of 2006. The income cash flow had a positive
contribution of EUR 18.7 million and the non-current cash and cash
equivalents showed a positive cash flow of EUR 65.4 million mainly due
to the relief on the NLA requirement. These positive cash flows are
partly offset by a cash outflow related to the working capital of EUR
26.7 million.
Cash flow from investing activities
Cash flow from investing activities amounted to EUR 8.4 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.
In the third quarter 2006, investment in ISE Stock Exchange LLC, CBOE
Stock Exchange LLC and the cash outflow related to the Option to
transfer the securities portfolio and the assignment of the portfolio
contracts from Hills Independent Traders Ltd amounted to EUR 10.2
million. This Option is presented as other current assets on the
balance sheet due to its short term nature.
Cash flow from financing activities
Cash flow from financing activities amounted to EUR 50.1 million
negative, mainly as a result of the repayments of subordinated debt in
March and August 2006, interest payments, dividend payments made in
April 2006, and distributions and capital repayments to (former)
members of VDMS.
Subsequent events
In addition to the disclosure reported in our Annual Report 2005,
note 32 "commitments and contingent liabilities", we report that on
October 31, 2006 we have received information with respect to a
regulatory proceeding in connection with the CBOE trading activities
of Van der Moolen Options USA, LLC in its capacity as Designated
Primary Market Maker or through its designee members. With respect to
this investigation there can be no assurance as to the outcome or
timing of this matter.
Mr. Leo Pruis has resigned as managing director and CFO of Van der
Moolen Holding N.V. For details we refer to our press release dated
October 16th 2006.
On October 15th 2006, we have exercised our option right to
transfer the securities portfolio and the assignment of the portfolio
contracts from Hills Independent Traders Ltd to Van der Moolen
Equities Ltd.
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 Q3 Q3 % Q2 %
Euros, except per
share data) 2006 2005 2006
- ----------------------- ---------------------------- -----------------
Revenues 33.1 26.7 24% 40.5 -18%
Other gains and losses
- net - 0.9 -100% (0.9)-100%
Exchange, clearing and
brokerage fees (9.0) (5.5) 64% (11.0) -18%
Fixed employee benefit
expense (9.1) (6.2) 47% (8.0) 14%
Variable employee
benefit expense (1.9) (1.4) 36% (3.3) -42%
Lease of exchange
memberships/ trading
licenses (0.7) (0.8) -13% (0.7) 0%
Information and
communication expense (1.8) (0.7) 157% (1.5) 20%
Depreciation expenses (0.6) (0.4) 50% (0.5) 20%
Amortization expenses (1.0) (0.4) 150% (1.0) 0%
Impairment of
intangible assets (20.2) - (10.0)
General and
administrative
expenses (6.9) (3.4) 103% (8.9) -22%
Total operating
expenses (51.2) (18.8) 172% (44.9) 14%
Operating profit (loss) (18.1) 8.8 -306% (5.3) 242%
Finance cost of
financing preferred
shares - (0.7) -
Interest on minority
members' capital (0.4) (0.3) (0.3)
Foreign currency result
- net 0.3 (0.1) 1.1
Other finance costs -
net (1.6) (2.3) (1.7)
Profit (loss) before
income tax from
continuing operations (19.8) 5.4 -467% (6.2) 219%
Income tax benefit /
(expense) (19.7) (2.0) (1.5)
Profit (loss) for the
period (39.5) 3.4 -1262% (7.7) 413%
Profit attributable to
minority interest (5.2) 1.1 0.7
Preferred financing
dividend 1.0 - 1.0
Profit (loss)
attributable to common
equity holders of the
Company (35.3) 2.3 -1635% (9.4) 276%
- ----------------------- ---------------------------- -----------------
- ----------------------- ---------------------------- -----------------
Average number of
common shares
outstanding 45,504,926 39,343,295 16% 45,453,298 0%
Diluted average number
of common shares
outstanding 46,559,443 39,343,295 18% 45,894,242 1%
Per common share data:
Profit (loss) from
continuing operations
per common share (0.78) 0.06 -1427% (0.21) 275%
Diluted profit (loss)
from continuing
operations per common
share (0.76) 0.06 -1397% (0.20) 270%
Profit (loss) per
common share (0.78) 0.06 -1427% (0.21) 275%
Diluted profit (loss)
per common share (0.76) 0.06 -1397% (0.20) 270%
- ----------------------- ---------------------------- -----------------
Van der Moolen Holding N.V.
Consolidated Profit and Loss Account
(IFRS, Unaudited)
- ----------------------------------------------------------------------
(amounts in millions of Euros, except 9 months 9 months %
per share data)
2006 2005
- ---------------------------------------- ----------------------------
Revenues 112.6 81.3 38%
Other gains and losses - net 21.1 0.7 2914%
Exchange, clearing and brokerage fees (29.9) (15.4) 94%
Fixed employee benefit expense (25.5) (20.3) 26%
Variable employee benefit expense (9.4) (3.9) 141%
Lease of exchange memberships/ trading
licenses (2.0) (3.2) -38%
Information and communication expense (4.8) (2.1) 129%
Depreciation expenses (1.7) (1.1) 55%
Amortization expenses (3.0) (1.2) 150%
Impairment of intangible assets (30.2) -
General and administrative expenses (21.3) (13.0) 64%
Total operating expenses (127.8) (60.2) 112%
Operating profit (loss) 5.9 21.8 -73%
Finance cost of financing preferred
shares (1.1) (2.2)
Interest on minority members' capital (1.0) (0.9)
Foreign currency result - net 1.1 2.7
Other finance costs - net (5.4) (6.2)
Profit (loss) before income tax from
continuing operations (0.5) 15.2 -103%
Income tax benefit / (expense) (32.7) (6.0)
Profit (loss) for the period (33.2) 9.2 -461%
Profit attributable to minority interest (1.6) 3.6
Preferred financing dividend 2.0 -
Profit (loss) attributable to common
equity holders of the Company (33.6) 5.6 -700%
- ---------------------------------------- ----------------------------
- ---------------------------------------- ----------------------------
Average number of common shares
outstanding 45,300,852 38,926,051 16%
Diluted average number of common shares
outstanding 46,355,370 38,926,051 19%
Per common share data:
Profit (loss) from continuing operations
per common share (0.74) 0.14 -616%
Diluted profit (loss) from continuing
operations per common share (0.72) 0.14 -604%
Profit (loss) per common share (0.74) 0.14 -616%
Diluted profit (loss) per common share (0.72) 0.14 -604%
- ---------------------------------------- ----------------------------
Van der Moolen Holding N.V. Q3 Q3 % Q2 %
Revenue breakdown in millions of
Euros 2006 2005 2006
- ---------------------------------- ------- ------- ---- -------- -----
VDM Specialists 15.7 20.9 -25% 21.0 -25%
Net gain on principal transactions 9.9 13.5 -27% 13.9 -29%
Commissions 4.6 5.3 -13% 5.0 -7%
Other 1.2 2.1 -43% 2.1 -43%
European Trading 6.7 5.8 16% 9.2 -27%
Curvalue Principal Trading 6.3 - 6.4 -2%
Curvalue Brokerage 3.7 - 3.8 -3%
Unallocated and Holding 0.7 - 0.1
- ---------------------------------- ------- ------- ---- -------- -----
Total revenues 33.1 26.7 24% 40.5 -18%
- ---------------------------------- ------- ------- ---- -------- -----
- ---------------------------------- ------- ------- ---- -------- -----
Van der Moolen Holding N.V. Q3 Q3 % Q2 %
Operating profit before other
gains and losses (net), before
amortization of intangible fixed
assets and before impairment,
breakdown in millions of Euros 2006 2005 2006
- ------------------------------------------ ------- ---- -------- -----
VDM Specialists 4.0 9.2 -57% 8.3 -52%
European Trading 0.2 0.6 -67% 2.5 -92%
Curvalue Principal Trading 2.6 - 1.7 53%
Curvalue Brokerage 0.3 - (0.2) -250%
Unallocated and Holding (4.0) (1.5) 167% (5.7) -30%
- ---------------------------------- ------- ------- ---- -------- -----
Total operating profit before
other gains and losses (net),
before amortization of intangible
fixed assets and before
impairment 3.1 8.3 -63% 6.6 -53%
- ------------------------------------------ ------- ---- -------- -----
- ---------------------------------- ------- ------- ---- -------- -----
VDM Specialists (VDMS) Q3 Q3 Q2
Key figures (IFRS) 2006 2005 2006
- ---------------------------------- ------- ------- ---- -------- -----
VDM Specialists revenues ($
million) 19.9 25.5 26.5
Net gain on principal transactions 12.8 16.5 17.8
Commissions 5.8 6.4 6.3
Other 1.3 2.6 2.4
Total share volume of trading on
NYSE (million) 96,181 94,586 109,152
Share volume of trading in VDMS
assignments (million) 11,617 11,436 13,307
VDMS market share in share volume
NYSE a) 12.1% 12.1% 12.2%
VDMS share volume of principal
shares traded (million) 1,355 1,884 1,683
Participation rate a) 11.7% 16.5% 12.6%
VDMS value of principal shares
traded ($ billion) 60.1 76.4 76.4
VDMS net gain on principal
transactions ($ million) 12.8 16.5 17.8
Realization rate (basis points) 2.1 2.2 2.3
- ---------------------------------- ------- ------- ---- -------- -----
Van der Moolen Holding N.V. 9 months 9 months %
Revenue breakdown in millions of Euros 2006 2005
- ---------------------------------------------- -------- -------- ----
VDM Specialists 59.3 65.7 -10%
Net gain on principal transactions 38.7 45.3 -15%
Commissions 15.1 16.0 -6%
Other 5.5 4.4 25%
European Trading 23.8 15.6 53%
Curvalue Principal Trading 17.8 -
Curvalue Brokerage 10.9 -
Unallocated and Holding 0.8 -
- ---------------------------------------------- -------- -------- ----
Total revenues 112.6 81.3 38%
- ---------------------------------------------- -------- -------- ----
- ---------------------------------------------- -------- -------- ----
Van der Moolen Holding N.V. 9 months 9 months %
Operating profit before other gains and losses
(net), before amortization of intangible
fixed assets and before impairment, breakdown
in millions of Euros 2006 2005
- ---------------------------------------------- -------- -------- ----
VDM Specialists 21.4 28.0 -24%
European Trading 4.7 1.2 292%
Curvalue Principal Trading 5.1 -
Curvalue Brokerage (0.2) -
Unallocated and Holding (13.0) (6.9) 88%
- ---------------------------------------------- -------- -------- ----
Total operating profit before other gains and
losses (net), before amortization of
intangible fixed assets and before impairment 18.0 22.3 -19%
- ---------------------------------------------- -------- -------- ----
- ---------------------------------------------- -------- -------- ----
VDM Specialists (VDMS) 9 months 9 months
Key figures (IFRS) 2006 2005
- ---------------------------------------------- -------- -------- ----
VDM Specialists revenues ($ million) 73.5 83.1
Net gain on principal transactions 47.8 57.4
Commissions 18.7 20.2
Other 7.0 5.5
Total share volume of trading on NYSE
(million) 309,947 287,653
Share volume of trading in VDMS assignments
(million) 37,737 35,398
VDMS market share in share volume NYSE a) 12.2% 12.3%
VDMS share volume of principal shares traded
(million) 4,946 6,069
Participation rate a) 13.1% 17.1%
VDMS value of principal shares traded ($
billion) 218.4 236.6
VDMS net gain on principal transactions ($
million) 47.8 57.4
Realization rate (basis points) 2.2 2.4
- ---------------------------------------------- -------- -------- ----
Source: NYSE, Van der Moolen
a) 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) September 30, December 31,
2006 2005
- -------------------------------------- -------------------------------
Assets
Non-current assets
Goodwill 47.4 24.8
Other intangible assets 40.0 45.3
Property, plant and equipment 6.2 4.0
Deferred income tax assets 51.2 80.8
Retirement benefit plans and other
long-term benefits 3.6 3.4
Loans and receivables 0.4 -
Available-for-sale financial assets 23.5 18.0
Cash and cash-equivalents 109.9 188.5
-------- ------
282.2 364.8
Current assets
Securities owned 1,030.7 91.8
Due from clearing organizations and
professional parties 264.1 127.6
Loans and receivables - 5.0
Current income tax receivables 11.6 8.9
Other current assets and prepaid
expenses 9.6 17.4
Cash and cash-equivalents 180.7 115.8
-------- ------
1,496.7 366.5
- -------------------------------------- -------- --------------- ------
Total assets 1,778.9 731.3
- -------------------------------------- -------- --------------- ------
Equity and liabilities
Capital and reserves attributable to
the Company's equity holders 265.1 221.2
Minority interest 4.9 10.9
-------- ------
Total equity 270.0 232.1
Non-current liabilities
Financing preferred shares - 51.4
Capital of minority members 14.6 16.3
Subordinated borrowings 67.6 111.6
Long-term borrowings 1.0 1.4
Deferred income tax liabilities 10.4 1.1
-------- ------
93.6 181.8
Current liabilities
Securities sold, not yet purchased 948.5 77.7
Due to clearing organizations and
professional parties 238.2 65.9
Due to customers 4.4 -
Short-term borrowings 38.8 33.8
Bank overdrafts 160.4 114.2
Current income tax liabilities 2.9 4.3
Provisions 4.2 3.1
Other current liabilities and accrued
expenses 17.9 18.4
-------- ------
1,415.3 317.4
- -------------------------------------- -------- --------------- ------
Total equity and liabilities 1,778.9 731.3
- -------------------------------------- -------- --------------- ------
- -------------------------------------- -------- --------------- ------
Guarantee capital 352.2 411.4
- -------------------------------------- -------- --------------- ------
Van der Moolen Holding N.V.
Consolidated statement of cash flow
(IFRS, unaudited)
Consolidated statement of cash flow
- ------------------------------------------ ------ ------ ------ ------
(Amounts in millions of Euros) 9 months 9 months
2006 2005(1)
- ------------------------------------------ ------------- -------------
Cash flow from operating activities
(Loss) / profit attributable to common
equity holders of the parent (33.6) 5.6
(Loss) / profit attributable to minority
interest (1.6) 3.6
Adjustments for:
Income tax expense 32.7 6.0
Depreciation and amortization of fixed
assets 4.7 2.3
Impairment of intangibles 30.2 -
Preferred financing dividend (non-cash
expense) 3.1 2.2
Foreign currency result - net (1.1) (2.7)
Finance cost- other, net 6.4 7.1
Gain on NYSE memberships (21.1) -
Distributions - (1.1)
Fair value loss on interest-rate swaps - 0.2
Movement in provisions 1.3 -
NYSE/SEC settlement - (4.8)
Income tax (paid) / received, net (2.3) (6.4)
------ ------
18.7 12.0
(Increase) / decrease in non-current cash
and cash equivalents 65.4 -
(Increase) / decrease in working capital (26.7) (7.4)
------ ------
57.4 4.6
Cash flow from investing activities
Investments in tangible fixed assets, net
of divestments (3.0) (0.4)
Investments in intangible fixed assets (2.1) (0.9)
Acquisition group companies, less cash
balances held 0.4 -
Dividends and distributions - 1.1
Financial investments (10.2) -
Proceeds from NYSE memberships 22.5 -
Interest received 0.8 0.6
------ ------
8.4 0.4
Cash flow from financing activities
Repayments of subordinated borrowings and
long-term borrowings (25.6) (7.9)
Sale of treasury shares 0.7 -
Interest paid (10.0) (11.1)
Proceeds from termination of interest rate
swaps - 0.3
Dividend payment (2.3) (3.2)
Preferred financing dividend (2.9) (2.9)
Distributions paid to minority members,
net of capital contributed (6.6) (2.3)
Capital repayment former members of VDM
Specialists (3.4) (3.1)
------ ------
(50.1) (30.2)
Currency exchange differences on cash and
cash-equivalents, net of bank overdrafts 3.0 (2.7)
Change in cash and cash-equivalents, net
of amounts of bank overdrafts 18.7 (27.9)
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 September 30, 20.3 12.2
- ------------------------------------------------- ------------- ------
(1) adjusted for presentation purposes
Van der Moolen Holding N.V.
Movement schedule of shareholders'equity
(IFRS, unaudited)
Movement in shareholders'equity
- ------------------------------------------ ------ ------ ------ ------
(Amounts in millions of euros) 9 months 9 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 44.1 -
Change in accounting principles due to
adoption IAS 32 / IAS 39 - (51.5)
Cash dividend (2.3) (3.2)
Currency exchange differences (15.3) 20.9
Profit attributable to common shareholders
for the period (33.6) 5.6
Contribution to dividend reserve financing
preferred shareholders 3.1 -
Sale of treasury shares 0.7 -
Fair value change available-for-sale
assets, net of taxation (4.2) 1.8
Stock option expense - 0.1
Other - (0.1)
------ ------
43.9 (26.4)
------ ------
Shareholders' equity at September 30 265.1 208.0
- ------------------------------------------ ------ ------ ------ ------
Basis of presentation
This interim report for the nine months ended 30 September 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 NV
Investor Relations/Corporate Communications
T: +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: 14 November 2006 By: /s/ Richard E. den Drijver
---------------------------
name: Richard E. den Drijver
title: Chairman of the Executive
Board
By: /s/ Casper F. Rondeltap
----------------------------
name : Casper F. Rondeltap
title: Member of the Executive
Board
- ----------------------------------------------------------