Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Pursuant to Rules 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Dated:
April 27th, 2007
ALTANA Aktiengesellschaft
(Translation of Registrant’s name into English)
Am Pilgerrain 15
D-61352 Bad Homburg v. d. Höhe
Federal Republic of Germany
(Address of principal executive offices)
D-61352 Bad Homburg v. d. Höhe
Federal Republic of Germany
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):o
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 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with
Rule 12g3-2(b): 82- o
This Report on Form 6-K is hereby incorporated by reference into the Registrant’s Registration
Statements on Form S-8, dated September 13, 2002 (File No. 333-99485), dated September 24, 2003
(File No. 333-109074), dated September 24, 2004 (File No. 333-119240), and dated September 26, 2005
(File No. 333-128583).
This Report on Form 6-K contains:
| • | Press Release of April 26th, 2007 | ||
| • | Interim Report to March 31st, 2007 |
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.
| ALTANA Aktiengesellschaft | ||||||
| Dated: April 27th, 2007 | By: | /s/ Hermann Küllmer | ||||
| Name: | Dr. Hermann Küllmer | |||||
| Title: | Chief Financial Officer and | |||||
| Member of the Management Board | ||||||
| By: | /s/ Rudolf Pietzke | |||||
| Name: | Dr. Rudolf Pietzke | |||||
| Title: | General Counsel | |||||
Press Release
|
ALTANA AG | |
| Postfach 1244 61282 Bad Homburg v.d.H. Herbert-Quand-Haus Am Pilgerrain 15 61352 Bad Homburg v.d.H. T +49 (0) 6172 1712-160 F +49 (0) 6172 1712-158 pr@altana.de www.altana.de |
The new ALTANA starts with good First Quarter 2007
| • | Sales: +7 percent | ||
| • | Earnings (EBITDA): +23 percent | ||
| • | Optimistic outlook for 2007 |
Bad Homburg / Wesel, April 26, 2007. ALTANA AG (NYSE: AAA, FSE: ALT), which is operating as a pure
specialty chemicals company since January 1, 2007, achieved consolidated sales of €349 million in
the first quarter of 2007, an increase of 7%. Adjusted for minor acquisition and exchange rate
effects (-3%), operating growth was 10%. Business in Asia and Europe developed especially
positively, with a sales growth of 9% respectively. Earnings before interest, taxes, depreciation
and amortization (EBITDA) rose by 23% to €62 million. The significant increase is mainly due to
double-digit increases in earnings in all divisions. The EBITDA margin was 17.7%, reflecting as
expected the temporarily increased costs related to the dual group structure with two headquarters
in Bad Homburg and Wesel. This structure is to be maintained until the middle of 2007. Income
before taxes (EBT) amounted to €78 million in the first quarter of 2007, corresponding to an
increase of €49 million on the prior-year’s figure. EBT are very positively influenced by the
interest yield from the investment of the purchase price for ALTANA Pharma.
Positive sales and earnings development in all divisions
All four divisions of ALTANA contributed to the good business performance in the first quarter. Sales in the largest division, Additives & Instruments, climbed by 9%, from €103 million to €113 million. At €35 million (prior year: €31 million), EBITDA rose by 15%.
All four divisions of ALTANA contributed to the good business performance in the first quarter. Sales in the largest division, Additives & Instruments, climbed by 9%, from €103 million to €113 million. At €35 million (prior year: €31 million), EBITDA rose by 15%.
In the first quarter of 2007, Effect Pigments achieved sales of €89 million, translating into an
increase of €7 million or 9% on the prior-year’s figure. EBITDA amounted to €21 million, and was
therefore up by €5 million or 30% compared to the first quarter of 2006.
At €90 million, sales in the Electrical Insulation division were up by €6 million or 7% on the
prior year. EBITDA climbed by 23% to €14 million (prior year: €12 million).
The Coatings & Sealants division reported a sales increase of 2% in the first quarter of 2007, from
€55 million to €57 million. EBITDA improved by 13 % to €6 million.
page 2
“The development of the first quarter 2007 proves that ALTANA has equally strong growth and
earnings momentum,“ stated Dr. Matthias L. Wolfgruber, President and CEO of ALTANA Chemie and
designated CEO of ALTANA AG. “The company is robustly positioned to also achieve in the future its
ambitious growth and earnings goals as a worldwide successful specialty chemicals group.”
Delisting in the U.S.
On April 24, 2007, ALTANA’s Management Board decided to delist from the New York Stock Exchange (NYSE) and to file a deregistration application with the Securities and Exchange Comission (SEC). After successful deregistration, ALTANA will no longer be subject to the regulations of the U.S. securities laws including the reporting obligations and regulations of the Sarbanes-Oxley Act resulting from a registration with the SEC. With this step ALTANA will take the new Group structure into consideration: In 2002, it was mainly on account of ALTANA Pharma’s activities in the U.S. that ALTANA opted for a U.S. listing. ALTANA has not arranged for the listing of its ADSs or ordinary shares on another national securities exchange or for the quotation of its common stock in a quotation medium in the United States.
On April 24, 2007, ALTANA’s Management Board decided to delist from the New York Stock Exchange (NYSE) and to file a deregistration application with the Securities and Exchange Comission (SEC). After successful deregistration, ALTANA will no longer be subject to the regulations of the U.S. securities laws including the reporting obligations and regulations of the Sarbanes-Oxley Act resulting from a registration with the SEC. With this step ALTANA will take the new Group structure into consideration: In 2002, it was mainly on account of ALTANA Pharma’s activities in the U.S. that ALTANA opted for a U.S. listing. ALTANA has not arranged for the listing of its ADSs or ordinary shares on another national securities exchange or for the quotation of its common stock in a quotation medium in the United States.
Positive outlook for the business year 2007
For the current business year, ALTANA expects an ongoing positive business environment and further
increase in demand for specialty chemicals products. Raw material prices should stabilize at a high
level. Our presumed exchange rate is U.S. Dollar 1.32 per Euro on an annual average. On this basis,
we still expect a mid-range single-digit growth in sales to a level of €1.34 to €1.39 billion and a
strong double-digit growth in EBITDA to a level between €210 and €240 million in 2007. Income
before taxes (EBT) will be positively influenced by the extraordinary interest yield of about €50
to €60 million from the investment of the purchase price for ALTANA Pharma.
Key Figures, Q1 2007
| January to | January to | |||||||||||
| March 2007 | March 2006 | Change | ||||||||||
| ALTANA Group | in € million | in € million | in % | |||||||||
Sales |
349 | 324 | + 7 | |||||||||
Earnings before interest, taxes, depreciation |
62 | 50 | + 23 | |||||||||
and amortization (EBITDA) |
||||||||||||
Operating income (EBIT) |
43 | 30 | + 40 | |||||||||
Income before taxes (EBT) |
78 | 29 | >100 | |||||||||
EBT margin in % |
22.5 | 8.9 | ||||||||||
Net income (EAT)1 |
50 | 19 | >100 | |||||||||
Earnings per share (EPS) in €1 |
0.36 | 0.14 | >100 | |||||||||
Research and development expenses |
17 | 17 | + 3 | |||||||||
Capital expenditure on intangible assets and |
13 | 14 | - 9 | |||||||||
property, plant and equipment |
||||||||||||
Number of employees (March 31)1 |
4,532 | 4,461 | + 2 | |||||||||
| 1: The prior-year figures relate to the continuing operations. |
page 3
A conference call for analysts will take place today, April 26, 2007, at 2:00 p.m. (local time,
CEST). More information on the relevant audio webcast, this press release and the report on Q1 is
available at www.altana.com.
This press release contains forward-looking statements, i.e. current estimates or expectations
of future events or future results. The forward-looking statements appearing in this press release
include revenue and earnings projections for the ALTANA Group. These statements are based on
beliefs of ALTANA’s management as well as assumptions made by and information currently available
to ALTANA. Many factors that ALTANA is unable to predict with accuracy could cause ALTANA’s actual
results, including asset and financial position, sales, and earnings, to be materially different
from those that may be expressed or implied by such forward-looking statements. These factors
include ALTANA’s ability to develop new and innovative chemical products, the company’s ability to
maintain close ties with its customers, the business cycles experienced by its customers, and the
prices for raw materials in ALTANA’s business.
Forward-looking statements speak only as of the date they are made. ALTANA does not intend, and
does not assume any obligation, to update forward-looking statements to reflect facts,
circumstances or events that have occurred or changed after such statements have been made.
For inquiries please contact: |
||
Dr. Thomas Gauly
|
Achim Struchholz | |
Head of Corporate Communications &
|
Head of Corporate Communications | |
Investor Relations
|
ALTANA Chemie AG | |
Investor Relations:
|
Media Relations | |
P +49 (0) 6172 1712-163
|
P + 49 (0) 281 670 2460 | |
F +49 (0) 6172 1712-158
|
F + 49 (0) 281 670 1114 |
Interim Financial Report
First Quarter 2007
First Quarter 2007
January 1 to March 31, 2007
ALTANA
ALTANA Group
Key figures at a glance
| Q1 / 2007 | Q1 / 20061 | D% | ||||||||||
in € million |
||||||||||||
Sales |
349 | 324 | 7 | |||||||||
Earnings before interest, taxes, depreciation
and amortization (EBITDA) |
62 | 50 | 23 | |||||||||
EBITDA margin (%) |
17.7 | % | 15.5 | % | ||||||||
Operating income (EBIT) |
43 | 30 | 40 | |||||||||
EBIT margin (%) |
12.2 | % | 9.3 | % | ||||||||
Income before taxes (EBT) |
78 | 29 | > 100 | |||||||||
EBT margin (%) |
22.5 | % | 8.9 | % | ||||||||
Net income (EAT) |
50 | 19 | > 100 | |||||||||
EAT margin (%) |
14.2 | % | 5.7 | % | ||||||||
Earnings per share (EPS) (in €) |
0.36 | 0.14 | > 100 | |||||||||
Research and development expenses |
17 | 17 | 3 | |||||||||
Capital expenditure on intangible assets and
property,
plant and equipment |
13 | 14 | - 9 | |||||||||
Cash flow from operating activities |
25 | 27 | - 12 | |||||||||
| March 31, | December 31, | |||||||||||
| 2007 | 2006 | D% | ||||||||||
in € million |
||||||||||||
Total assets |
6,350 | 6,340 | 0 | |||||||||
Shareholders’ equity |
5,806 | 5,759 | 1 | |||||||||
Outstanding shares (in thousands) |
135,987 | 135,987 | 0 | |||||||||
Net financial assets2 |
4,621 | 4,568 | 1 | |||||||||
Employees |
4,532 | 4,484 | 1 | |||||||||
| ALTANA Share | Q1 / 2007 | Q1 / 2006 | D% | |||||||||
FSE (Xetra), in € |
||||||||||||
Closing price |
48.62 | 51.14 | - 5 | |||||||||
High |
48.77 | 51.65 | -6 | |||||||||
Low |
45.18 | 43.46 | 4 | |||||||||
Trading volume (average number per trading day) |
1,149,847 | 709,954 | 62 | |||||||||
Market capitalization (in € million, March 31) |
6,826 | 7,180 | - 5 | |||||||||
| 1 | The prior year figures relate to the continuing operations | |
| 2 | Net financial assets comprise cash and cash equivalents, marketable securities, debt and employee benefit obligations |
Interim Financial Report 2
Interim Financial Report
First Quarter 2007
First Quarter 2007
Interim Management Report |
||||
Business Performance and Earnings Situation |
4 | |||
Sales Development |
4 | |||
Earnings Development |
5 | |||
Segment Reporting |
6 | |||
Financial Position |
8 | |||
Assets, Liabilities and Shareholders’ Equity |
8 | |||
Liquidity and Cash Flow |
8 | |||
Capital Expenditure |
9 | |||
Employees |
9 | |||
Opportunities and Risks |
9 | |||
Outlook |
9 | |||
Interim Financial Statements |
||||
Balance Sheet |
10 | |||
Income Statement |
11 | |||
Cash Flow Statement |
12 | |||
Changes in Equity |
12 | |||
Notes |
13 | |||
Legal Disclaimer |
||||
Contact |
||||
Financial Calendar |
||||
Interim Financial Report 3
Interim Management Report
Until the end of the business year 2006, the ALTANA Group was composed of the two
divisions ALTANA Chemie and ALTANA Pharma as well as the holding company ALTANA AG.
The Pharmaceuticals division, ALTANA Pharma, was divested effective as of December 31,
2006. All figures on the financial year 2006 in this interim management report
relate to the continuing operations of the ALTANA Group, i.e. to ALTANA Chemie and the
holding company ALTANA AG.
Business Performance and Earnings Situation
Key Figures
| Q1 / 2007 | Q1 / 2006 | D% | ||||||||||
in € million |
||||||||||||
Sales |
349 | 324 | 7 | |||||||||
Earnings before interest, taxes, depreciation
and amortization (EBITDA) |
62 | 50 | 23 | |||||||||
EBITDA margin (%) |
17.7 | % | 15.5 | % | ||||||||
Operating income (EBIT) |
43 | 30 | 40 | |||||||||
EBIT margin (%) |
12.2 | % | 9.3 | % | ||||||||
Income before taxes (EBT) |
78 | 29 | > 100 | |||||||||
EBT margin (%) |
22.5 | % | 8.9 | % | ||||||||
Net income (EAT) |
50 | 19 | > 100 | |||||||||
EAT margin (%) |
14.2 | % | 5.7 | % | ||||||||
Sales Development:
Dynamic start into the new year
With sales growing by 7% to €349 million, ALTANA started dynamically into its first
year as a pure specialty chemicals company. The demand for our products grew on a
broad basis, so that all divisions and regions were able to report sales increases.
With high single-digit growth rates, the Additives & Instruments and Effect Pigments
divisions contributed most to the growth of the ALTANA Group. Sales in the Electrical
Insulation and Coatings & Sealants divisions also grew in comparison to the prior
year. Exchange rate effects (- 3%) had a negative impact on the sales development,
with the weakening U.S. Dollar having a particular negative effect. Adjusted for
exchange rate as well as minor acquisition effects, operating growth in the first
quarter was 10%.
ALTANA’s divisions contributed to the good business performance as follows:
Sales by Division
| Q1 / 2007 | Q1 / 2006 | D% | ||||||||||
in € million |
||||||||||||
Additives & Instruments |
113 | 103 | 9 | |||||||||
Effect Pigments |
89 | 82 | 9 | |||||||||
Electrical Insulation |
90 | 84 | 7 | |||||||||
Coatings & Sealants |
57 | 55 | 2 | |||||||||
Total |
349 | 324 | 7 | |||||||||
Interim Financial Report 4
Sales increases were achieved in all regions. In our European markets, which
account for almost half of the sales, the increase was 9% to €174 million (operating
growth: + 10%). Sales in the home market Germany climbed by 7%. The Asian region
again contributed disproportionately to the positive business development with a growth
in sales of 9% (operating growth: + 14%). In the American markets a growth of 3% to
€86 million was achieved, despite the negative development of the U.S. Dollar.
Operating growth in these markets was 6%. The operating sales growth in the U.S.
markets (+10%) was set against negative exchange rate effects leading to a nominal
growth of 2%.
Sales by Region
| Q1 / 2007 | Q1 / 2006 | D% | ||||||||||
in € million |
||||||||||||
Europe |
174 | 159 | 9 | |||||||||
thereof Germany |
60 | 56 | 7 | |||||||||
Americas |
86 | 84 | 3 | |||||||||
thereof U.S. |
63 | 61 | 2 | |||||||||
Asia |
79 | 72 | 9 | |||||||||
thereof China |
35 | 32 | 9 | |||||||||
Other regions |
10 | 9 | 10 | |||||||||
Total |
349 | 324 | 7 | |||||||||
Earnings Development:
Growth in earnings in all divisions
The strong growth in earnings is primarily due to the dynamic development in all
divisions. All earnings figures which are directly influenced by the operating
business show a significant increase compared to the prior year. In addition, ALTANA’s
earnings are influenced by two special items: temporarily increased costs related to
the dual holding structure, which will be maintained until the middle of the year, as
well as the interest yield on the liquid funds, intended for distribution, from the
sale of ALTANA Pharma.
At €62 million, earnings before interest, taxes, depreciation and amortization
(EBITDA) were up by 23% on the prior-year figure. All divisions reported double-digit
growth on the EBITDA level. Adjusted for exchange rate as well as acquisition and
divestment effects, an operating EBITDA growth of 24% was achieved. Measured in terms
of sales, the EBITDA margin climbed to 17.7%, slightly below the target corridor of 18
to 20%, which should be reached again by 2008, after having reduced the holding costs
to a sustainable level.
Depreciation and amortization on intangible assets and property, plant and
equipment are approximately on prior-year’s level. Operating income (EBIT) consequently
was increased by 40% to €43 million. Due to the acquisition activities the
depreciation and amortization level is relatively high in the Effect Pigments,
Electrical Insulation as well as Coatings & Sealants divisions.
The interest income
related to the investment of the proceeds from the sale of the Pharmaceuticals division
is reflected in the financial result. Consequently, financial income rose to €47
million (prior year: €3 million). Financial expenses in the first quarter comprise an
impairment of the investment in Nanophase Technologies Corporation of €3 million.
Income before taxes (EBT) amounted to €78 million, compared to €29 million in
the prior year. Influenced by the mentioned special items, return on sales was 22.5%
(prior year: 8.9%).
In the first quarter, the effective tax rate was 36.8% (prior year: 36.7%). Net
income (EAT) for the reporting period amounted to €50 million (prior year: €19
million).
Interim Financial Report 5
Segment Reporting:
Positive business development in all divisions
Additives & Instruments
| Q1 / 2007 | Q1 / 2006 | D% | ||||||||||
in € million |
||||||||||||
Sales |
113 | 103 | 9 | |||||||||
EBITDA |
35 | 31 | 15 | |||||||||
EBIT |
31 | 26 | 16 | |||||||||
Sales in the Additives & Instruments division rose by 9% to €113 million in the first
quarter. Adjusted for negative exchange rate effects (- 3%), operating growth was 12%. Substantial sales increases were achieved in all regions. The important European
market in particular developed very dynamically with a growth of 12%. With 10%, the
Asian market also achieved a double-digit growth. Due to the good sales and
comparatively favorable cost development, EBITDA improved disproportionately by 15% to
€35 million. Consequently, the EBITDA margin improved to 31.4% (prior year: 29.8%).
With depreciation and amortization at prior-year’s level (€5 million in both years),
this led to an increase in operating income (EBIT) by 16% to €31 million.
Effect Pigments
| Q1 / 2007 | Q1 / 2006 | D% | ||||||||||
in € million |
||||||||||||
Sales |
89 | 82 | 9 | |||||||||
EBITDA |
21 | 16 | 30 | |||||||||
EBIT |
13 | 8 | 60 | |||||||||
The Effect Pigments division achieved sales of €89 million (prior year: €82 million).
This corresponds to an increase of 9%. Adjusted for exchange rate effects, operating
growth was 13%. The strongest sales increases were achieved in the Asian and European
markets (+ 13% and + 11%, respectively). The dynamic sales development, a favorable
product mix in the period under review as well as price adjustments as a result of
increased raw material prices combined with a comparatively favorable cost development
led to an EBITDA of €21 million. This corresponds to an increase of 30% on the prior
year. At 23.6%, the EBITDA margin was disproportionately high in the first quarter
(prior year: 20.0%). The division’s operating income (EBIT), which was influenced by
high acquisition-related depreciation and amortization, was up €5 million (+ 60%) on
the prior year, amounting to €13 million in the first quarter of 2007.
Electrical Insulation
| Q1 / 2007 | Q1 / 2006 | D% | ||||||||||
in € million |
||||||||||||
Sales |
90 | 84 | 7 | |||||||||
EBITDA |
14 | 12 | 23 | |||||||||
EBIT |
11 | 7 | 53 | |||||||||
Sales in the Electrical Insulation division grew by 7% to €90 million; adjusted for
exchange rate effects (- 4%) and the acquisition of ALTANA Isolantes Elétricos do
Brasil (+ 3%), operating growth was 8%. The strongest nominal growth was reported in
Europe, where sales increased by 10% to €37 million. The business development in Asia
was especially dynamic, resulting in an operating growth of 11% (nominal growth: 5%)
to €28 million. EBITDA amounted to €14 million (prior year: €12 million). In
addition to the positive business development, the increase in earnings is also due to
the effect of the reorganization of production structures in the previous year which
had led to the closure of three production sites. The division’s EBITDA margin was 16.0
% (prior year: 14.0%). The closures also led to impairments on certain assets. As a
result, operating income (EBIT) rose disproportionately to €11 million, up 53% on the
prior year.
Interim Financial Report 6
Coatings & Sealants
| Q1 / 2007 | Q1 / 2006 | D% | ||||||||||
in € million |
||||||||||||
Sales |
57 | 55 | 2 | |||||||||
EBITDA |
6 | 6 | 13 | |||||||||
EBIT |
4 | 3 | 22 | |||||||||
The Coatings & Sealants division was able to increase sales by 2%, adjusted for
currency effects of -2%, operating growth was 4%. The strongest nominal growth with
8% was achieved in the American markets (operating growth: + 10%). In Asia sales
were up by 6%. At €6 million, earnings before interest, taxes, depreciation and
amortization (EBITDA) were up 13% on the prior-year’s figure. Consequently, the
division’s EBITDA margin was increased to 11.1% (prior year: 10.1%). With €2
million, depreciation and amortization remained at prior-year’s level; operating income
(EBIT) was €4 million (prior year: €3 million).
Overview of Segment Reporting
The following table reconciles the divisions’ key figures to the respective figures of the ALTANA Group. Intra-division transactions are consolidated within the
respective division.
The Holding and reconciliation column primarily comprises the
costs of the present dual holding structure with ALTANA AG in Bad Homburg and ALTANA
Chemie AG, headquartered in Wesel. The headquarters in Bad Homburg will be closed down
by mid-year 2007. In the first quarter of 2007, expenses of the holding amounted to €16 million on EBIT basis, with an amount of €9 million attributable to the
administration in Bad Homburg and €7 million to Wesel.
| Additives & | Effect | Electrical | Coatings & | Holding and | ALTANA | |||||||||||||||||||
| Instruments | Pigments | Insulation | Sealants | reconciliation | Group | |||||||||||||||||||
in € million |
||||||||||||||||||||||||
Sales |
||||||||||||||||||||||||
Q1/2007 |
113 | 89 | 90 | 57 | — | 349 | ||||||||||||||||||
Q1/2006 |
103 | 82 | 84 | 55 | — | 324 | ||||||||||||||||||
EBITDA |
||||||||||||||||||||||||
Q1/2007 |
35 | 21 | 14 | 6 | -15 | 62 | ||||||||||||||||||
Q1/2006 |
31 | 16 | 12 | 6 | -14 | 50 | ||||||||||||||||||
EBIT |
||||||||||||||||||||||||
Q1/2007 |
31 | 13 | 11 | 4 | -16 | 43 | ||||||||||||||||||
Q1/2006 |
26 | 8 | 7 | 3 | -15 | 30 | ||||||||||||||||||
Interim Financial Report 7
Financial Position
Key Figures
| March 31, | December 31, | |||||||||||
| 2007 | 2006 | D% | ||||||||||
in € million |
||||||||||||
Total assets |
6,350 | 6,340 | 0 | |||||||||
Shareholders’ equity |
5,806 | 5,759 | 1 | |||||||||
Net financial assets1 |
4,621 | 4,568 | 1 | |||||||||
| Q1 / 2007 | Q1 / 2006 | D% | ||||||||||
in € million |
||||||||||||
Cash flow from operating activities |
25 | 27 | - 12 | |||||||||
Cash flow from investing activities |
432 | - 22 | > 100 | |||||||||
Cash flow from financing activities |
- 32 | - 17 | - 81 | |||||||||
| 1 | Net financial assets comprise cash and cash equivalents, marketable securities, debt and employee benefit obligations |
Assets, Liabilities and Shareholders’ Equity:
Balance sheet dominated by proceeds from the sale of ALTANA Pharma
In terms of its structure, ALTANA’s balance sheet remained largely unchanged as
compared to the end of 2006. It is dominated by the proceeds from the sale of ALTANA
Pharma which were invested in money market funds and time deposits.
Capital expenditure and depreciation relating to property, plant and equipment
almost balanced each other. The acquisition-related high amortization on intangible
assets led to a regular reduction of this position. Within current assets, trade
accounts receivable rose mainly due to business expansion and seasonal reasons; this
development was also supported by the disproportionately positive business performance
in Asia, where long payment times are common. The remaining purchase price receivable
due from the acquirer of ALTANA Pharma (€50 million), shown under other current assets
as of December 31, 2006, was paid. As a result of the investment activities with regard
to the proceeds, securities were switched into cash and cash equivalents in the first
quarter.
The equity ratio was 91% as of March 31, 2007. The extraordinary high
shareholders’ equity is due to the sale of ALTANA Pharma and the corresponding capital
gain. On approval of the dividend proposal by the Annual General Meeting on May 3,
2007, there will be a dividend distribution of about €4.7 billion. This will lead to a
significant balance sheet contraction, a considerable reduction of the equity ratio to
about 60%, and a net debt position of about €200 million.
Liquidity and Cash Flow:
Cash flow influenced by the realignment of the Group
As of March 31, 2007, ALTANA’s cash and cash equivalents amount to €2,961 million.
Cash flows were significantly influenced by the sale of ALTANA Pharma and the changes
in the Group structure. At €25 million, cash flow from operating activities was
slightly below the prior-year’s figure of €27 million, comprising a business-related
growth in working capital, the interest yield from the investment of the proceeds, and
final payments for the termination of employee incentive programs.
Cash
flow from investing activities amounted to €432 million (prior year: -€22
million). In addition to investments in intangible assets as well as property, plant
and equipment, this item comprises the shift of securities into cash and cash
equivalents (+€410 million) as well as the final settlement of the sales price for
ALTANA Pharma (+ €50 million), which is shown net of the payment of transaction costs
(- €15 million) in the first quarter.
With regard to cash flow from financing
activities, an outflow of €32 million is reported in the period under review. In the
first
quarter of 2007, the Herbert Quandt Foundation’s endowment funds (€35 million) so
far deposited with ALTANA AG were paid back to the foundation.
Interim Financial Report 8
Capital Expenditure:
Investment volume on expected level
Capital Expenditure by Division
| Q1 / 2007 | Q1 / 2006 | D% | ||||||||||
Additives & Instruments |
5 | 4 | 48 | |||||||||
Effect Pigments |
3 | 8 | - 68 | |||||||||
Electrical Insulation |
4 | 3 | 49 | |||||||||
Coatings & Sealants |
2 | 0 | > 100 | |||||||||
Holding |
0 | 0 | — | |||||||||
Total |
13 | 14 | -9 | |||||||||
In the first quarter, ALTANA invested €13 million (prior year: €14 million) in
intangible assets and property, plant and equipment; about 60% (€8 million) were
invested in German sites, primarily in the largest production sites in Wesel and
Güntersthal. In the first quarter 2007, the majority of the investments was carried
out in the Additives & Instruments division (€5 million); the largest investment
project is the new finished goods warehouse of BYK-Chemie, Wesel. Due to the project
development, investments in the Effect Pigments division were, as planned, below prior
year’s level. €1 million of the investments in the first quarter 2007 related to
intangible assets, €12 million to property, plant and equipment.
Employees
ALTANA employed 4,532 people around the world as of March 31, 2007. Compared to
December 31, 2006, the number of employees worldwide has risen by 48 people, or 1%. At
the end of March 2007, 2,633 people were employed by ALTANA’s German companies and
1,899 by companies abroad. The Additives & Instruments division employed 1,069 people;
Effect Pigments 1,822; Electrical Insulation 900; and Coatings & Sealants 652. 89
people were employed at the holding level (Bad Homburg and Wesel).
Opportunities and Risks
In the period under review, there were no significant changes in ALTANA’s
opportunities and risks compared to what was reported in the 2006 Annual Report.
Outlook
For the current business year 2007, ALTANA expects an ongoing positive business
environment and further increase in demand for specialty chemicals products. Raw
material prices should stabilize at a high level. The presumed exchange rate is U.S.
Dollar 1.32 per Euro on an annual average.
On this basis, we still expect a mid single-digit growth in sales to a level of €
1.34 to €1.39 billion and a strong double-digit growth in EBITDA to a level between €
210 and €240 million in 2007. Income before taxes (EBT) will be positively influenced
by the extraordinary interest yield of about €50 to €60 million from the investment
of the purchase price for ALTANA Pharma.
On approval of the dividend proposal by the Annual General Meeting on May 3, 2007,
there will be a dividend distribution of €4.7 billion. This will lead to a significant
balance sheet contraction, a considerable reduction of the equity ratio to about 60%,
and a net debt position of about €200 million.
Interim Financial Report 9
Interim Financial Statements ALTANA Group
as of March 31, 2007
as of March 31, 2007
Balance Sheet ALTANA Group
| At March 31, | At December 31, | |||||||
| Assets | 2007 | 2006 | ||||||
in € million |
||||||||
Intangible assets |
507 | 514 | ||||||
Property, plant and equipment |
507 | 507 | ||||||
Long term investments |
13 | 14 | ||||||
Investment in associated companies |
7 | 7 | ||||||
Deferred tax assets |
10 | 11 | ||||||
Other non-current assets |
5 | 4 | ||||||
Total non-current assets |
1,049 | 1,057 | ||||||
Inventories |
210 | 198 | ||||||
Trade accounts receivable |
260 | 224 | ||||||
Other assets and prepaid expenses |
65 | 106 | ||||||
Marketable securities |
1,805 | 2,219 | ||||||
Cash and cash equivalents |
2,961 | 2,536 | ||||||
Total current assets |
5,301 | 5,283 | ||||||
Total assets |
6,350 | 6,340 | ||||||
| At March 31, | At December 31, | |||||||
| Shareholders’ equity and liabilities | 2007 | 2006 | ||||||
in € million |
||||||||
Equity of the shareholders of ALTANA AG |
5,804 | 5,757 | ||||||
Minority interests |
2 | 2 | ||||||
Total shareholders’ equity |
5,806 | 5,759 | ||||||
Non-current debt |
22 | 23 | ||||||
Employee benefit obligations |
100 | 99 | ||||||
Other non-current provisions |
15 | 15 | ||||||
Deferred tax liabilities |
40 | 37 | ||||||
Other non-current liabilities |
2 | 2 | ||||||
Total non-current liabilities |
179 | 176 | ||||||
Current debt |
23 | 65 | ||||||
Trade accounts payable |
97 | 93 | ||||||
Current tax provisions |
115 | 107 | ||||||
Other current provisions |
112 | 104 | ||||||
Other curent liabilities |
18 | 36 | ||||||
Total current liabilities |
365 | 405 | ||||||
Total shareholders’ equity and liabilities |
6,350 | 6,340 | ||||||
Interim Financial Report 10
Income Statement ALTANA Group
| Q1 / 2007 | Q1 / 2006 | |||||||
in € million |
||||||||
Sales |
349 | 324 | ||||||
Cost of sales |
-217 | -203 | ||||||
Gross profit |
132 | 121 | ||||||
Selling and distribution expenses |
- 44 | - 41 | ||||||
Research and development expenses |
- 17 | - 17 | ||||||
General administrative expenses |
- 28 | - 32 | ||||||
Other operating income / expenses |
0 | - 1 | ||||||
Operating income (EBIT) |
43 | 30 | ||||||
Financial income |
47 | 3 | ||||||
Financial expenses |
-12 | -4 | ||||||
Financial result |
35 | -1 | ||||||
Income from associated companies |
0 | 0 | ||||||
Income before taxes (EBT) |
78 | 29 | ||||||
Income tax expenses |
- 28 | - 10 | ||||||
Net income (EAT) continuing operations |
50 | 19 | ||||||
Net income (EAT) discontinued operations |
— | 99 | ||||||
Net income (EAT) |
50 | 118 | ||||||
thereof attributable to minority interests |
0 | 0 | ||||||
thereof attributable to ALTANA AG shareholders |
50 | 118 | ||||||
Earnings per share (EPS) continuing operations (in €) |
0.36 | 0.14 | ||||||
Earnings per share (EPS) discontinued operations (in €) |
— | 0.73 | ||||||
Diluted earnings per share (EPS)
continuing operations (in €) |
— | 0.14 | ||||||
Diluted earnings per share (EPS)
discontinued operations (in €) |
— | 0.73 | ||||||
Average number of shares outstanding (basic, in
thousands) |
135,989 | 135,893 | ||||||
Average number of shares outstanding (diluted, in
thousands) |
— | 135,925 | ||||||
Interim Financial Report 11
Cash Flow Statement ALTANA Group
| Q1 / 2007 | Q1 / 2006 | |||||||
in € million |
||||||||
Net income |
50 | 118 | ||||||
Amortization and depreciation on intangible assets and
property, plant and equipment |
19 | 43 | ||||||
Changes in assets and liabilities |
- 39 | - 47 | ||||||
Other |
-5 | -8 | ||||||
Cash flow from operating activities |
25 | 106 | ||||||
(thereof discontinued operations) |
— | (79 | ) | |||||
Capital expenditure on intangible assets and property, plant
and equipment |
-13 | -49 | ||||||
Acquisitions |
0 | -13 | ||||||
Proceeds from the disposal of intangible assets and property,
plant and equipment |
0 | 9 | ||||||
Proceeds from the sale of ALTANA Pharma |
35 | — | ||||||
Change in marketable securities |
410 | 3 | ||||||
Cash flow from investing activities |
432 | - 50 | ||||||
(thereof discontinued operations) |
— | (- 28 | ) | |||||
Change in long-term debt |
- 1 | - 23 | ||||||
Change in short-term debt |
- 31 | 4 | ||||||
Other |
0 | 6 | ||||||
Cash flow from financing activities |
- 32 | - 13 | ||||||
(thereof discontinued operations) |
— | (4 | ) | |||||
Exchange rate effects |
0 | - 4 | ||||||
Change in cash and cash equivalents |
425 | 39 | ||||||
Cash and cash equivalents as of January 1 |
2,536 | 470 | ||||||
Cash and cash equivalents as of March 31 |
2,961 | 509 | ||||||
Changes in Equity ALTANA Group
Statement of Recognized Income and Expenses (SORIE)
| Q1 / 2007 | Q1 / 2006 | |||||||
in € million |
||||||||
Net income |
50 | 118 | ||||||
Derivative financial instruments |
- 1 | 6 | ||||||
Available-for-sale securities |
2 | 11 | ||||||
Taxes |
- 2 | - 2 | ||||||
Foreign currency translation |
- 2 | - 10 | ||||||
Income and expenses directly recognized in equity |
- 3 | 5 | ||||||
Total recognized income and expenses for the period |
47 | 123 | ||||||
Shareholders’ Equity development
| Q1/2007 | Q1/2006 | |||||||
in € million |
||||||||
Shareholders’ equity (January 1) |
5,759 | 2,014 | ||||||
Net income |
50 | 118 | ||||||
Income and expenses directly recognized in equity |
- 3 | 5 | ||||||
Other |
0 | 7 | ||||||
Shareholders’ equity (March 31) |
5,806 | 2,144 | ||||||
Interim Financial Report 12
Notes
Accounting Principles
This report for the first three months of 2007 complies with the International
Accounting Standard 34. The same accounting policies and valuation principles have been
applied as for the preparation of the 2006 consolidated annual financial statements.
Consolidated Entities
In the period under review, there were no material changes in the scope of
consolidated entities due to acquisitions or divestments, changes in shareholdings or
similar transactions under company law.
Significant Transactions with Related Parties
In the period under review, transactions with related parties were conducted to the
same extent and of the same kind as recorded in ALTANA AG’s Annual Report 2006 as far
as they relate to the continuing operations.
Treasury Shares
In the period from January 1 to March 31, 2007, 2,971 ALTANA shares were purchased
within the framework of the authorization by the 2006 Annual General Meeting. These
shares were transferred to the members of the Supervisory Board as part of the their
compensation for the business year 2006 in accordance with the Articles of Association.
Consequently, the number of treasury shares on March 31, 2007, remained the same as it
was on December 31, 2006, namely 4,413,208.
Further Information
In the first quarter of 2007, ALTANA recorded an impairment of €3 million relating to
the investment in the Nanophase Technologies Corporation.
Commitments to intangible assets and property, plant and equipment amounted to €
22 million on March 31, 2007. Of this amount, €11 million are attributable to the finished goods warehouse construction of BYK-Chemie, Wesel.
In its meeting on March 13, 2007, the Supervisory Board appointed Dr. Matthias L.
Wolfgruber (53) new Chairman of the Management Board (CEO) of ALTANA AG and Martin
Babilas (35) member of the Management Board (CFO) of ALTANA AG, each effective as of
the end of the Annual General Meeting on May 3, 2007. ALTANA’s present CEO, Prof.
Nikolaus Schweickart (63) and the present CFO Dr. Hermann Küllmer (63) will then resign
from the Management Board and go into retirement. Prof. Schweickart will have been a
member of the Management Board for 20 years, 17 thereof as CEO; Dr. Küllmer will have
been a Management Board member for 17 years.
The election of four new Supervisory Board members have been proposed to the
Annual General Meeting on May 3, 2007. Namely, Dr. Fritz Fröhlich, CFO of Akzo Nobel
N.V. until 2004; Dr. Helmut Eschwey, Chairman of the Management Board of Heraeus
Holding GmbH; Werner Spinner, member of the Management Board of Bayer AG until 2003;
and Dr. Carl Voigt, Division Head of Degussa AG until 2006. It is planned to propose
Dr. Fröhlich as candidate for the election of the Chairman of the Board in case of his
election by the Annual General Meeting. Justus Mische, ALTANA’s present Chairman of the
Supervisory Board, as well as Dr. Ernst-Uwe Bufe, Prof. Wolfgang A. Herrmann and Prof.
Heinz Riesenhuber will resign from their mandates in the Supervisory Board as of the
end of the Annual General Meeting on May 3, 2007.
In its meeting on April 24, 2007,
ALTANA’s Management Board decided to delist from the New York Stock Exchange (NYSE) and
to file a deregistration application with the American Securities and Exchange
Commission (SEC). After successful deregistration, ALTANA will no longer be subject to
the regulations of the U.S. securities laws, including the reporting obligations and
regulations of the Sarbanes-Oxley Act, arising from the SEC registration.
Interim Financial Report 13
Legal Disclaimer
This interim report contains forward-looking statements, i.e. current estimates or
expectations of future events or future results. The forward-looking statements
appearing in this interim report include sales and earnings projections for the ALTANA
Group and its divisions Additives & Instruments, Effect Pigments, Electrical Insulation
and Coatings & Sealants. These statements are based on beliefs of ALTANA’s Management
as well as assumptions made by and information currently available to ALTANA. Many
factors that ALTANA is unable to predict with accuracy could cause ALTANA’s actual
results, including the financial position, sales and earnings of ALTANA to be
materially different from those that may be expressed or implied by such
forward-looking statements. These factors include ALTANA’s ability to develop new and
innovative chemical products, the company ´s ability to maintain close ties with its
customers, the business cycles experienced by its customers and the prices for raw
materials in ALTANA’s business.
Forward-looking statements speak only as of the date they are made. ALTANA does
not intend, and does not assume any obligation to update forward-looking statements to
refl ect facts, circumstances or events that have occurred or changed after such
statements have been made.
Interim Financial Report 14
If you have any queries or require further information, please contact ALTANA AG Investor
Relations.
Contact
| ALTANA AG — Investor Relations | ||
Until June 30, 2007
|
As of July 1, 2007 | |
P: + 49 (0)6172 / 1712 — 163
|
P: + 49 (0)281 / 670 -2499 | |
F: + 49 (0)6172 / 1712 — 158
|
F: + 49 (0)281 / 670 — 1114 | |
ir@altana.de
|
ir@altana.com | |
| ALTANA AG — Media Relations / Corporate Communications | ||
Until June 30, 2007
|
As of July 1, 2007 | |
P: + 49 (0)6172 / 1712 — 160
|
P: + 49 (0)281 / 670 — 200 | |
F: + 49 (0)6172 / 1712 — 158
|
F: + 49 (0)281 / 670 — 1114 | |
pr@altana.de
|
pr@altana.com | |
Address: |
||
Until June 30, 2007
|
As of July 1, 2007 | |
Am Pilgerrain 15
|
Abelstr. 45 | |
61352 Bad Homburg
|
46483 Wesel | |
Germany
|
Germany | |
Financial Calendar 2007
Annual General Meeting
|
May 3, 2007 | |
Report on Q2 2007
|
August 8, 2007 | |
Conference Call
|
August 8, 2007 | |
Report on Q3 2007
|
November 5, 2007 | |
Conference Call
|
November 5, 2007 |
Please note that the above-mentioned dates might be subject to changes.
Date of publication: April 26, 2007
This interim financial report is also available in German.
This interim financial report is also available in German.
Imprint
Published by: ALTANA AG
Layout and production: Heisters & Partner, Büro für Kommunikationsdesign
Published by: ALTANA AG
Layout and production: Heisters & Partner, Büro für Kommunikationsdesign
This interim financial report and further information on ALTANA are also available at our website.
Visit www.altana.com.
Visit www.altana.com.
Interim Financial Report 15