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 March
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:
The English language press release of Van der Moolen Holding N.V. dated
March 15, 2007 announcing Results Full Year 2006
VDM Results Full Year 2006
-- Van der Moolen reports a net loss (excluding impairment of
intangibles, derecognition of deferred tax assets, severance
payments expenses and other special items) for the fourth
quarter of EUR 1.3 million and a profit (excluding impairment
of intangibles, derecognition of deferred tax assets,
severance payments expenses and other special items) of EUR
1.0 million for the full year 2006.
-- Net result for the full year 2006 is impacted by the
impairment of intangible fixed assets amounting to EUR 18.0
million and the derecognition of the deferred tax assets of
EUR 68.8 million. These figures include the derecognition of
the deferred tax assets related to the US activities of EUR
42.6 million in the fourth quarter 2006.
-- Full year 2006 operating profit was EUR 6.8 million compared
to a profit of EUR 22.0 million in the preceding year, a
decrease of 69%.
AMSTERDAM, Netherlands--(BUSINESS WIRE)--March 15, 2007--Van der
Moolen announces that it recognized a loss attributable to its common
shareholders of EUR 44.1 million in the fourth quarter 2006 compared
with a loss of EUR 35.3 million in the third quarter of 2006 and a
profit of EUR 5.7 million in the fourth quarter of 2005. Loss
attributable to common shareholders for the full year 2006 was EUR
77.7 million, which compares to a profit of EUR 11.3 million in 2005.
The financial information presented is prepared in accordance with
IFRS.
Key Figures
- --------------------------- ----------------------- ------------------
Euros millions 4th
quarter 4th quarter 3rd quarter 12 months
2006 2005 2006 2006 2005
- --------------------------- ----------------------- ------------------
Revenues 36.8 31.0 19% 33.1 11% 149.4 112.3 33%
- --------------------------- ----------------------- ------------------
Operating profit
(loss) 0.9 0.2 350%(18.1)-105% 6.8 22.0 -69%
- --------------------------- ----------------------- ------------------
Profit (loss) from
continuing
operations (42.5) 3.8 -1218%(39.5) 8% (75.7) 13.0 -682%
- --------------------------- ----------------------- ------------------
Profit (loss) from
discontinued
operations - (0.1) - - (0.1)
- --------------------------- ----------------------- ------------------
Profit (loss)
attributable to
common equity
holders of the
Company (44.1) 5.7 -874%(35.3) 25% (77.7) 11.3 -788%
- --------------------------- ----------------------- ------------------
Guarantee capital 298.8 411.4 -27%352.2 -15% 298.8 411.4 -27%
- --------------------------- ----------------------- ------------------
Per common share
data (Euros x 1)
- --------------------------- ----------------------- ------------------
Profit (loss) (0.97) 0.14 -769%(0.78) 25% (1.71) 0.29 -692%
- --------------------------- ----------------------- ------------------
Diluted profit
(loss) a) (0.97) 0.14 -769%(0.78) 25% (1.71) 0.29 -692%
- --------------------------- ----------------------- ------------------
- --------------------------- ----------------------- ------------------
Average US
dollar/Euro rate 0.78 0.84 -8% 0.78 -1% 0.80 0.80 -1%
- --------------------------- ----------------------- ------------------
a) The diluted EPS for previous quarterly and year-to-date information
was changed to correct for the antidilutive impact of contingent
issuable shares.
Richard den Drijver, Van der Moolen's CEO, commented,
"In 2006 we have experienced a further decline in revenues at our
NYSE specialist operation due to a change in market structure, a
negative pattern which accelerated even further in the first two
months of 2007. The change to adept from floor- to screen based
trading is a challenging process and will require a lot of work and
effort. We will take 6 months to re-evaluate our business model and
organization model in the US. In Europe, we are very pleased to see
that revenues organically and from acquisitions, were up significantly
in 2006, a trend, which also continued during January and February of
2007 ".
Financial Developments in the fourth quarter 2006:
The fourth quarter 2006 net loss of EUR 44.1 million has been
mainly influenced by the following non-recurring item:
-- Derecognition of deferred tax assets (non-cash) in the amount
of EUR 42.6 million negative.
-- As part of year end closing procedures, VDM has reassessed
the probability of the utilization of the deferred tax
assets related to the US activities, given the applicable
accounting standards guidance. Based in this analysis, an
amount of EUR 42.6 million was derecognized. We do remark
that our carry forward loss position in the US is not
affected, but actual usage depends on our ability to
implement our US strategy. The carry forward loss position
has a remaining term of usage of approximately 23.5 years.
Excluding the non-recurring items, fourth quarter 2006 net result
attributable to common shareholders would amount to a loss of EUR 1.3
million, mainly due to higher variable expenses.
Revenues increased by 11% compared to the third quarter 2006 and
19% in comparison with the fourth quarter 2005. The increase compared
to the third quarter is primarily attributable to the acquisition of
HIT enhanced by an organic increase of revenues. The increase in
relation to last year is mainly due to the revenues contributed by the
Curvalue Group that was acquired on January 2, 2006 partly offset by
an organic decline in revenues.
The factors that determined these comparisons were:
Q4 2006 vs. Q3 2006 Q4 2006 vs. Q4 2005
Acquisition Curvalue -1% +31%
Acquisition HIT +5% +5%
Greenfield operations(a) -% +2%
U.S. dollar impact -1% -5%
Organic +8% -14%
-----------------------------------------
Total +11% +19%
- ----------------------------------------------------------------------
(a) Start-up activities
Financial developments for the full year 2006
Full year 2006 net loss of EUR 77.7 million has been influenced by
the following non-recurring items:
-- The impairment of intangibles and the derecognition of
deferred tax assets related to our US operations and Curvalue
negatively impacted net result by EUR 86.8 million;
-- The conversion and secondary offering of the NYSE shares
increased net income by EUR 10.1 million.
Excluding these items, full year 2006 net result attributable to
common shareholders would amount to a profit of EUR 1.0 million
compared to a profit excluding non-recurring items of EUR 4.4 million
in 2005.
Before amortization and impairment of intangible assets, Curvalue
contributed EUR 2.4 million to our 2006 net income; amortization and
the impairment of intangible assets related to this acquisition
amounted to a net charge of EUR 11.8 million.
Revenues
At EUR 149.4 million, our reported revenues in 2006 were 33% above
the EUR 112.3 million earned in 2005. The factors that determined
these comparisons were:
In EUR 'mln 2006 2005
European activities 71.7 22.4
US activities 77.7 89.9
--------------------------------------
Total 149.4 112.3
- -------------------------------------------------------------------
2006 vs. 2005
Acquisition Curvalue +34%
Acquisition HIT +1%
Greenfield operations(a) +1%
U.S. dollar impact -%
Organic -3%
-------------------
Total +33%
- ------------------------------------------------
(b) Start-up activities
The acquisition of Curvalue contributed EUR 38.3 million to our
2006 revenues, while the acquisition of Hills Independent Traders Ltd.
(HIT) in the 4th quarter of 2006 positively impacted revenues by EUR
1.5 million. The Greenfield operations contributed EUR 1.6 million in
2006. Organically, the 2006 revenues show a decline of EUR 3.9 million
compared to 2005 mainly due to a decline in revenues in VDM
Specialists USA of EUR 13.8 million compared to 2005 partly
compensated by an increase in revenues of our European Trading
business units of EUR 9.5 million.
In dollar terms the decline in revenues of VDMS was 15% compared
to 2005.
Other gains and losses - net
In 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. For further details on this gain we
refer to our first and second quarter press release of May 18 and
August 17, 2006 respectively.
Furthermore in December 2006 a non-taxable amount of EUR 0.5
million was received in respect of the settlement of the litigation
surrounding the value of an option to acquire 12.3% in Prebon. The
litigation started as a result of a take-over of Prebon by a third
party and the subsequent request Van der Moolen Holding NV issued for
the settlement of the option value.
Operating expenses
Excluding the amortization and impairment charges of EUR 34.2
million (2006) and EUR 15.3 million (2005), total operating expenses
in 2006 were EUR 46.7 million higher than those recognized in 2005.
The consolidation of Curvalue, HIT and the Greenfield operations
accounted for EUR 39.6 million of total operating expenses recognized
in 2006 (excluding amortization and impairment charges).
On an individual line basis the following factors mainly affected
the comparison:
-- Exchange, clearing and brokerage fees increased by EUR 20.3
million compared to 2005. This increase of EUR 20.3 million
is, next to the effect of acquisition of new activities and
Greenfield operations (impact EUR 18.1 million), 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.
-- The 2006 fixed employee compensation and benefits were EUR 8.0
million above 2005 levels. The increase is explained by the
acquisition of new activities and Greenfield operations
(impact EUR 6.6 million), increased severance payments
expenses and an expansion of our trading teams in Germany and
London, partly offset by a decrease in the number of full time
equivalents employed by VDM Specialists.
-- The 2006 variable employee compensation and benefit expense
increased by EUR 8.9 million compared to 2005. This increase
is mainly attributable to the effect of acquisition of new
activities and Greenfield operations (impact EUR 6.9 million).
-- Lease of exchange memberships / trading licenses for 2006
declined by EUR 1.2 million compared to 2005. This decline was
mainly due to annual lease renewals at lower rates in the
course of 2005, together with the effect of the average annual
expenses of a license (as issued by the NYSE after the merger
has been executed in March 2006) which are less than the
preceding annual seat lease rentals.
-- Information & communication expenses increased by EUR 4.1
million compared to 2006. This increase is mainly due to the
effect of the acquisition of new activities and Greenfield
operations (impact EUR 2.2 million) and due to higher expenses
in relation to the expansion of trading activities in Europe
and higher expenses related to active market data and sector
expenses and the development of new business in the US.
-- General and administrative expenses amounted to EUR 27.1
million in 2006, compared to EUR 21.1 million in the preceding
year; an increase of 28%. This increase was primarily due to
the effect of acquisition of new activities and Greenfield
operations (impact EUR 4.8 million), Furthermore in 2006 a
non-recurring amount of EUR 4.3 million was recognized
relating to the settlement reached in respect of the stock
loan investigation of the NYSE, the settlement of the
securities class action lawsuit in the US and additional
provisioning in relation to legal expenses incurred in respect
of former members of VDM Specialists. In 2005 a non-recurring
amount of EUR 3.1 million was included with respect to
settlements and legal expenses.
Operating profit
Full year 2006 operating profit was EUR 6.8 million, compared with
a profit of EUR 22.0 million in the preceding year; a decrease of 69%.
Excluding the other gains and losses (net), the amortization expense
and the impairments of fixed assets, operating profit amounted to EUR
19.4 million in 2006 compared with EUR 29.0 million in 2005, a
decrease of 33%. The operating margin calculated on this basis was 13%
in 2006, compared to 26% in 2005. This decline is mainly caused by the
decreased profitability of VDM Specialists, higher expenses relating
to settlement expenses (EUR 4.3 million) and professional fees with
respect to the NYSE investigation and increased expenses for holding
entities, only partly offset by the contribution to the operating
profit by acquired companies and the increased profitability of our
European trading units.
Finance cost
On April 5, 2006, the AGM approved the proposed changes to our
Articles of Association, which allowed the Company to present the
preferred financing capital as an equity instrument under IFRS,
whereas it has been treated a monetary liability in 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, which explains the decrease from EUR 2.9 million in
2005 to EUR 1.1 million in 2006.
The foreign currency result reflects a benefit of EUR 0.7 million
in 2006 compared to a EUR 2.6 million benefit in 2005. The decrease is
explained by a decline of the foreign exchange exposure in euros in
2006 compared to 2005.
Other finance cost, net, amounted to a EUR 7.1 million charge in
2006 compared to EUR 8.3 million in the preceding year. The decrease
compared to 2005 mainly relates to the repayments on the subordinated
loans of VDM Specialists.
Income tax
In 2006 the tax expense amounts to EUR 73.7 million compared to
pretax loss (after minority interest) of EUR 1.0 million. Adjusted for
the EUR 68.8 million tax charge, the tax expense would amount to EUR
4.9 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 2005 is mainly due
to the impairment charge on specialist assignments attributable to
VDMS as well as the decline in profitability of this entity.
Earnings per share
The weighted average number of outstanding shares to calculate
basic earnings per share is 45.352.290 for the year 2006, 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.
The estimated number of shares that are issuable in respect of the
Curvalue earn-out arrangement for the year 2006 could potentially
dilute the basic earnings per share, but are not included in the
diluted loss per share as these instruments have a antidilutive impact
due to the reported loss attributable to shareholders. The dilutive
impact of the earn-out arrangement is determined on a quarterly basis.
Should the impact of this instrument have been taken into account,
the dilutive loss per common share should amount to EUR 0.94** for the
fourth quarter and EUR 1.67** for the full year 2006.
Loss per common share was EUR 1.71 in 2006, compared to a profit
per common share of EUR 0.29 in 2005. The impairment charge and
severance payments expenses and other special items recognized in 2006
negatively affected earnings per share by EUR 1.73. For 2005, the non
recurring items positively affected earnings per common share by EUR
0.18.
Balance sheet
Balance sheet total
On December 31, 2006 our Balance Sheet total was approximately EUR
1.7 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 84.9 million at December 31, 2006. This increase is mainly due
to the recognition of intangibles including goodwill in relation to
the Curvalue acquisition of EUR 52.1 million** and net investments in
software of EUR 3.2 million, partly offset by the impact of the
depreciation of the U.S. dollar against the euro by EUR 6.3 million,
the impairment charges of EUR 30.2 million and amortization charges of
EUR 4.0 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 1.9 at December 31, 2006. This decrease is mainly due
to the derecognition of deferred tax assets in the amount of EUR 68.8
million and the depreciation of the U.S. dollar.
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 approximately $ 136
million (approximately EUR 103 million) at December 31, 2006, a
reduction of approximately $ 107 million (approximately EUR 86
million) compared to December 31, 2005.
Cash and cash equivalents
The Group has approximately EUR 19 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 2007. The decrease
mainly relates to investments made during the year and repayments on
subordinated debt and on capital accounts of minority members. These
cash outflows were partly offset by the NLA reduction and other cash
inflows.
Available-for-sale financial 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 December 31, 2006, reflects the number
of NYSE Group shares owned at the quoted bid price of those shares.
Investment in associates
The investment in associates as recognized in the balance sheet as
at 31 December 2006 relate to a 20% investment in CBOE Stock Exchange
LLC of $ 10 million (EUR 7.6 million) and a possible participation of
33.3% in the Gibraltar Exchange, for which a bank guarantee of EUR 1.7
million has been issued. Both investments are accounted for using the
equity method.
Other investments
The other investments as recognized on the balance sheet as at
December 31, 2006 mainly relates to the investment in ISE Stock
Exchange LLC of $ 3 million (EUR 2.3 million).
Total equity(b)
Total equity divided by the Balance Sheet total, decreased from
32% at the end of 2005 to 13% on December 31, 2006, as a result of the
increase of the Balance Sheet total mainly due to the acquisition of
Curvalue and the loss for 2006, partly offset by increased equity
primarily caused by the reclassification of financing preferred
capital from non-current liabilities to equity in April 2006.
Guarantee capital(b)
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 298.8 million as at December 31, 2006.
The decrease is mainly due to the recognition of the loss over
2006, the classification of the current portion of the subordinated
loans as current liabilities, 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 1.3170 at December 31, 2006)
and repayments made on the capital accounts of minority members during
2006. The increase in issued shares and issuable shares is 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. As a percentage of our Balance Sheet total,
guarantee capital declined from 56% at the end of 2005 to 18% at
December 31, 2006.
Cash flow
Cash flow from operating activities
Cash flow from operating activities amounted to EUR 52.2 million
in 2006, consisting of EUR 17.5 million positive operating cash flows
enhanced by EUR 34.7 million positive cash flow resulting from a
decrease in working capital. The decline in working capital mainly
resulted from the non-current cash and cash equivalents which showed a
positive cash flow of EUR 69.5 million mainly due to the relief on the
NLA requirement, partly offset by cash used for trading working
capital purposes of EUR 40.6 million.
Cash flow from investing activities
Cash flow from investing activities amounted to EUR 2.5 million
positive, for EUR 22.5 million 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
negative EUR 0.5 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 and less the earn-out payment
relating to 2005. In the second half of 2006 the investment in ISE
Stock Exchange LLC, CBOE Stock Exchange LLC and the cash outflow
relating to the transfer of the securities portfolio and the
assignment of the portfolio contracts from Hills Independent Traders
Ltd amounted to EUR 14.4 million. Investments in intangible assets and
property, plant and equipment amounted to EUR 7.0 million.
Cash flow from financing activities
Cash flow from financing activities amounted to EUR 52.7 million
negative, mainly as a result of EUR 25.6 million repayments of
subordinated and long-term borrowings, EUR 11.1 million interest paid
on these borrowings, dividend payments made of EUR 5.2 million on our
common and financing preferred shares, and distributions and capital
repayments to (former) members of VDMS in the amount of EUR 11.5
million.
Including the effect of currency differences and after deducting
bank overdrafts, cash and cash equivalents increased by EUR 0.9
million compared to December 31, 2005.
Subsequent events
On 23 January 2007 Van der Moolen has announced to implement an
immediate reduction in work force in New York. The staff reduction
will result in a one-time charge for severance costs of $ 1.3 million
(or EUR 1.0 million) in the first quarter 2007.
On 7 February 2007 Van der Moolen has announced that it has agreed
with Ducatus to repurchase 251.000 cumulative preference shares of Van
der Moolen Holding NV for an amount of in total EUR 10.4 million.
Further at the repurchase date the dividend 2006 and 2007 (partial)
will be paid with an effective dividend rate of 6.53%. The repurchase
is subject to approval by the Annual General Meeting of Shareholders
scheduled for 26 April 2007.
On 1 March 2007 VDM Specialists USA has repaid an amount of $ 18.7
million (or EUR 14.1 million) including interest on the 7.11% $ 40
million senior subordinated note which was due 1 March 2008. After
this repayment, an amount of $ 2 million is still due.
On 9 March 2007 Van der Moolen has obtained an additional 7.5%
profit share in VDM Specialists.
We have funded 100% of the investments in CBOE Stock Exchange LLC
and ISE Stock Exchange LLC. Economically, 50% of these investments
will be transferred to the our partners in these investments against
payment of 50% of the initial investment.
(b) Based on indicative calculation of the earn-out 2006 of the
Curvalue acquisition, subject to review
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 %
2006 2005 2006
- ------------------- ----------------------------- -------------------
Revenues 36.8 31.0 19% 33.1 11%
Other gains and
losses - net 0.5 7.6 -93% -
Exchange, clearing
and brokerage fees (11.2) (5.4) 107% (9.0) 24%
Fixed employee
benefit expense (9.6) (6.8) 41% (9.1) 5%
Variable employee
benefit expense (5.6) (2.2) 155% (1.9) 195%
Lease of exchange
memberships/
trading licenses (0.7) (0.7) 0% (0.7) 0%
Information and
communication
expense (2.1) (0.7) 200% (1.8) 17%
Depreciation
expenses (0.4) (0.4) 0% (0.6) -33%
Amortization
expenses (1.0) (0.5) 100% (1.0) 0%
Impairment of
intangible assets - (13.6) (20.2)
General and
administrative
expenses (5.8) (8.1) -28% (6.9) -16%
Total operating
expenses (36.4) (38.4) -5% (51.2) -29%
Operating profit
(loss) 0.9 0.2 350% (18.1) -105%
Finance cost of
financing
preferred shares - (0.7) -
Interest on
minority members'
capital (0.3) (0.4) (0.4)
Foreign currency
result - net (0.4) (0.1) 0.3
Other finance costs
- net (1.7) (2.1) (1.6)
Profit (loss)
before income tax
from continuing
operations (1.5) (3.1) -52% (19.8) -92%
Income tax benefit
/ (expense) (41.0) 6.9 (19.7)
Profit (loss) from
continuing
operations (42.5) 3.8 -1218% (39.5) 8%
Profit (loss) from
discontinued
operations before
income tax - (0.5) -
Income tax benefit
/ (expense) - 0.4 -
Profit (loss) from
discontinued
operations - (0.1) -
Profit (loss) for
the period (42.5) 3.7 -1249% (39.5) 8%
Profit attributable
to minority
interest 0.6 (2.0) (5.2)
Preferred financing
dividend 1.0 - 1.0
Profit (loss)
attributable to
common equity
holders of the
Company (44.1) 5.7 -874% (35.3) 25%
- ------------------- ----------------------------- -------------------
- ------------------- ----------------------------- -------------------
Average number of
common shares
outstanding 45,504,926 39,343,295 16% 45,504,926 0%
Diluted average
number of common
shares outstanding
a) 46,680,891 39,343,295 19% 46,559,443 0%
Per common share
data:
Profit (loss) from
continuing
operations per
common share (0.97) 0.14 -805% (0.78) 25%
Diluted profit
(loss) from
continuing
operations per
common share b) (0.97) 0.14 -805% (0.78) 25%
Profit (loss) from
discontinued
operations per
common share - (0.00) -100% -
Diluted profit
(loss) from
discontinued
operations per
common share - (0.00) -100% -
Profit (loss) per
common share (0.97) 0.14 -769% (0.78) 25%
Diluted profit
(loss) per common
share b) (0.97) 0.14 -769% (0.78) 25%
- ------------------- ----------------------------- -------------------
a) Based on indicative calculation of the earn-out 2006 of the
Curvalue acquisition, subject to review.
b) The diluted EPS for previous quarterly and year-to-date information
was changed to correct for the antidilutive impact of contingent
issuable shares.
Van der Moolen Holding N.V.
Consolidated Profit and Loss Account
(IFRS, Unaudited)
(amounts in
millions of Euros,
except per share
data) 12 months 12 months %
2006 2005
- ------------------- -------------------------------------
Revenues 149.4 112.3 33%
Other gains and
losses - net 21.6 8.3 160%
Exchange, clearing
and brokerage fees (41.1) (20.8) 98%
Fixed employee
benefit expense (35.1) (27.1) 30%
Variable employee
benefit expense (15.0) (6.1) 146%
Lease of exchange
memberships/
trading licenses (2.7) (3.9) -31%
Information and
communication
expense (6.9) (2.8) 146%
Depreciation
expenses (2.1) (1.5) 40%
Amortization
expenses (4.0) (1.7) 135%
Impairment of
intangible assets (30.2) (13.6) 122%
General and
administrative
expenses (27.1) (21.1) 28%
Total operating
expenses (164.2) (98.6) 67%
Operating profit
(loss) 6.8 22.0 -69%
Finance cost of
financing
preferred shares (1.1) (2.9)
Interest on
minority members'
capital (1.3) (1.3)
Foreign currency
result - net 0.7 2.6
Other finance costs
- net (7.1) (8.3)
Profit (loss)
before income tax
from continuing
operations (2.0) 12.1 -117%
Income tax benefit
/ (expense) (73.7) 0.9
Profit (loss) from
continuing
operations (75.7) 13.0 -682%
Profit (loss) from
discontinued
operations before
income tax - (0.5)
Income tax benefit
/ (expense) - 0.4
Profit (loss) from
discontinued
operations - (0.1)
Profit (loss) for
the period (75.7) 12.9 -687%
Profit attributable
to minority
interest (1.0) 1.6
Preferred financing
dividend 3.0 -
Profit (loss)
attributable to
common equity
holders of the
Company (77.7) 11.3 -788%
- ------------------- -------------------------------------
- ------------------- -------------------------------------
Average number of
common shares
outstanding 45,352,290 39,031,219 16%
Diluted average
number of common
shares outstanding
a) 46,528,255 39,031,219 19%
Per common share
data:
Profit (loss) from
continuing
operations per
common share (1.71) 0.29 -687%
Diluted profit
(loss) from
continuing
operations per
common share b) (1.71) 0.29 -687%
Profit (loss) from
discontinued
operations per
common share - (0.00) -100%
Diluted profit
(loss) from
discontinued
operations per
common share - (0.00) -100%
Profit (loss) per
common share (1.71) 0.29 -692%
Diluted profit
(loss) per common
share b) (1.71) 0.29 -692%
- ------------------- -------------------------------------
a) Based on indicative calculation of the earn-out 2006
of the
Curvalue acquisition, subject to review.
b) The diluted EPS for previous quarterly and year-to-
date information was changed to correct for the
antidilutive impact of contingent issuable shares.
Van der Moolen Holding N.V.
Revenue breakdown in millions of Euros
12 12
Q4 Q4 Q3 months months
2006 2005 2006 % 2006 2005 %
- ---------------- ------------------- ------------ --------------------
VDM Specialists 16.8 24.2 -31% 15.7 7% 76.1 89.9 -15%
Net gain on
principal
transactions 9.6 16.7 -43% 9.9 -3% 48.3 62.0 -22%
Commissions 4.1 5.5 -25% 4.6 -11% 19.2 21.5 -11%
Other 3.1 2.0 55% 1.2 158% 8.6 6.4 34%
European Trading 9.6 6.8 41% 6.7 43% 33.4 22.4 49%
Curvalue
Principal
Trading 5.6 - 6.3 -11% 23.4 -
Curvalue
Brokerage 4.0 - 3.7 8% 14.9 -
Unallocated and
Holding 0.8 - 0.7 14% 1.6 -
- ---------------- ------------------- ------------ --------------------
Total revenues 36.8 31.0 19% 33.1 11% 149.4 112.3 33%
- ---------------- ------------------- ------------ --------------------
- ---------------- ------------------- ------------ --------------------
Van der Moolen Holding N.V.
Operating profit before other gains and losses (net), before
amortization of intangible fixed assets and before impairment,
breakdown in millions of Euros
12 12
Q4 Q4 Q3 months months
2006 2005 % 2006 % 2006 2005 %
- ------------------------------------ ------------ --------------------
VDM Specialists 6.1 8.2 -26% 4.0 52% 27.5 36.2 -24%
European Trading (0.5) - 0.2 -350% 4.2 1.2 250%
Curvalue
Principal
Trading 0.3 - 2.6 -88% 5.4 -
Curvalue
Brokerage (0.8) - 0.3 -367% (1.0) -
Unallocated and
Holding (3.7) (1.5)147% (4.0) -8% (16.7) (8.4) 99%
- ---------------- ------------------- ------------ --------------------
Total operating
profit before
other gains and
losses (net),
before
amortization of
intangible
fixed assets
and before
impairment 1.4 6.7 -79% 3.1 -55% 19.4 29.0 -33%
- ---------------- ------------------- ------------ --------------------
- ---------------- ------------------- ------------ --------------------
VDM Specialists (VDMS)
Key figures (IFRS)
12 12
Q4 Q4 Q3 months months
2006 2005 2006 2006 2005
- ---------------- ------------------- ------------ --------------------
VDM Specialists
revenues ($
million) 21.7 28.7 19.9 95.2 111.8
Net gain on
principal
transactions 12.6 19.8 12.8 60.4 77.2
Commissions 5.3 6.6 5.8 24.0 26.8
Other 3.8 2.3 1.3 10.8 7.8
Total share
volume of
trading on NYSE
(million) 95,976 101,888 96,181 405,923 389,541
Share volume of
trading in VDMS
assignments
(million) 11,037 12,897 11,617 48,774 48,295
VDMS market
share in share
volume NYSE a) 11.5% 12.7% 12.1% 12.0% 12.4%
VDMS share
volume of
principal
shares traded
(million) 1,228 1,978 1,355 6,174 8,047
Participation
rate a) 11.1% 15.3% 11.7% 12.7% 16.7%
VDMS value of
principal
shares traded
($ billion) 58.6 79.7 60.1 277.0 316.3
VDMS net gain on
principal
transactions ($
million) 12.6 19.8 12.8 60.4 77.2
Realization rate
(basis points) 2.2 2.5 2.1 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) December 31, 2006 December 31, 2005
- ----------------------------------------------------------------------
Assets
Non-current assets
Goodwill a) 45.6 24.8
Other intangible assets 39.3 45.3
Property, plant and equipment 6.1 4.0
Deferred income tax assets 1.9 80.8
Investments in associates 9.3 -
Other investments 2.3 -
Retirement benefit plans and other
long-term benefits 3.5 3.4
Loans and receivables 0.2 -
Available-for-sale financial
assets 21.9 18.0
Cash and cash-equivalents 103.0 188.5
---------- ---------
233.1 364.8
Current assets
Securities owned 1,077.8 91.8
Due from clearing organizations
and professional parties 223.0 127.6
Loans and receivables - 5.0
Current income tax receivables 11.3 8.9
Other current assets and prepaid
expenses 6.9 17.4
Cash and cash-equivalents 114.9 115.8
---------- ---------
1,433.9 366.5
- ----------------------------------------------------------------------
Total assets 1,667.0 731.3
- ----------------------------------------------------------------------
Equity and liabilities
Capital and reserves attributable
to the Company's equity holders
a) 215.5 221.2
Minority interest 4.7 10.9
---------- ---------
Total equity 220.2 232.1
Non-current liabilities
Financing preferred shares - 51.4
Capital of minority members 13.7 16.3
Subordinated borrowings 64.9 111.6
Long-term borrowings 1.0 1.4
Deferred income tax liabilities 7.2 1.1
---------- ---------
86.8 181.8
Current liabilities
Securities sold, not yet purchased 967.7 77.7
Due to clearing organizations and
professional parties 212.3 65.9
Due to customers 3.9 -
Short-term borrowings 38.9 33.8
Bank overdrafts 112.4 114.2
Current income tax liabilities 2.5 4.3
Provisions 0.7 3.1
Other current liabilities and
accrued expenses 21.6 18.4
---------- ---------
1,360.0 317.4
- ----------------------------------------------------------------------
Total equity and liabilities 1,667.0 731.3
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Guarantee capital 298.8 411.4
- ----------------------------------------------------------------------
a) Based on indicative calculation of the earn-out 2006 of the
Curvalue acquisition, subject to review.
Van der Moolen Holding N.V.
Consolidated statement of cash flow
(IFRS, unaudited)
Consolidated statement of cash flow
- ------------------------------------------ ------------- -------------
(Amounts in millions of Euros) 12 months 12 months
2006 2005
- ------------------------------------------ ------------- -------------
Cash flow from operating activities
Profit (loss) attributable to common
equity holders of the Company (77.7) 11.3
Profit (loss) attributable to minority
interest (1.0) 1.6
Adjustments for:
Income tax expense / (benefit) 73.7 (1.3)
Amortization of intangible assets 4.0 1.7
Depreciation of property, plant and
equipment (PPE) 2.1 1.5
Impairment of other intangible assets 30.2 13.6
Retirement benefit plans and other long-
term benefits 0.2 0.3
Foreign currency result - net (0.7) (2.6)
Interest income (1.0) (1.2)
Finance cost of financing preferred shares 4.1 2.9
Other finance costs 9.4 10.8
Share option expense 0.5 0.1
Gain on sale of available-for-sale
financial assets (21.1) (7.4)
Distributions (0.5) (1.1)
Fair value loss on interest-rate swaps - 0.2
Movement in provisions (2.2) 3.1
NYSE/SEC settlement - (4.8)
Income tax (paid) / received (2.5) 5.4
------- -------
17.5 34.1
Non-current cash and cash equivalents 69.5 16.1
Trading related working capital (40.6) (40.4)
Other working capital 5.8 4.7
------ ------
52.2 14.5
Cash flow from investing activities
Purchases of intangible assets (3.2) (1.5)
Purchases of PPE (3.8) (1.2)
Proceeds from sale of PPE 0.2 0.1
Acquisition group companies, less cash
balances held (0.5) -
Dividends and distributions 0.5 1.1
Loans granted - (5.0)
Financial investments (14.4) -
Proceeds from sale of available-for-sale
financial assets 22.5 -
Interest received 1.2 1.0
------ ------
2.5 (5.5)
Cash flow from financing activities
Repayments of subordinated borrowings and
long-term borrowings (25.6) (16.6)
Sale of treasury shares 0.7 -
Interest paid (11.1) (12.5)
Proceeds from interest-rate swaps - 1.1
Dividends paid on common shares (2.3) (3.2)
Finance cost of financing preferred shares (2.9) (2.9)
Distributions paid to minority members,
net of capital contributed (7.9) (7.1)
Payment to former partners of VDM
Specialists (3.6) (3.1)
------ ------
(52.7) (44.3)
Currency exchange differences on cash and
cash-equivalents, net of bank overdrafts (1.1) (3.2)
Change in cash and cash-equivalents, net
of amounts of bank overdrafts 0.9 (38.5)
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 December 31, 2.5 1.6
- ----------------------------------------------------------------------
Van der Moolen Holding N.V.
Movement schedule of shareholders'equity
(IFRS, unaudited)
Movement in shareholders'equity
- ------------------------------------------ ------------- -------------
(Amounts in millions of euros) 12 months 12 months
2006 2005
- ------------------------------------------ ------------- -------------
Shareholders' equity at January 1 221.2 234.4
Adjustment prior year (0.4) -
Financing preferred shares 51.4 -
Issued common shares and issuable shares
(Curvalue acquisition), net of shares
held in treasury a) 43.3 -
Change in accounting principles due to
adoption IAS 32 / IAS 39 - (51.6)
Cash dividend (2.3) (3.2)
Currency exchange differences (22.9) 25.1
Profit (loss) attributable to common
equity holders of the Company (77.7) 11.3
Contribution to dividend reserve financing
preferred shareholders 4.1 -
Sale of treasury shares 0.7 -
Fair value change on available-for-sale
financial assets (2.4) 5.1
Share option expense 0.5 0.1
------ ------
(5.7) (13.2)
------ ------
Shareholders' equity at December 31 a) 215.5 221.2
- ------------------------------------------ ------------- -------------
a) Based on indicative calculation of the earn-out 2006 of the
Curvalue acquisition, subject to review.
CONTACT: Van der Moolen
Investor Relations/Corporate Communications
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: 15 March 2007 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
- ----------------------------------------------------------