Download Annual Report 2006 - Mühlbauer Group

CONSOLIDATED FINANCIAL STATEMENTS, MANAGEMENT REPORT33extraordinary transactions, is excluded. The statutes, however,contain a catalog of transactions – also exceeding ordinarybusiness proceedings – that require the approval ofthe Supervisory Board and enable it to influence materiallegal transactions and activities of the personally liableshareholder. Several resolutions of the Annual GeneralMeeting require the approval of the personally liable shareholder;these include amendments to the statutes and theapproval of the annual financial statements.The ordinary share capital has been conditionally increasedby up to EUR 84,480.00, through the issue of upto 66,000 no-par bearer shares (conditional capital II). Theconditional capital increase at this level is utilized to servicesubscription rights, which can be issued to membersof management, executives and staff holding key positionsby 3 May 2005, in the form of naked warrants – in accordancewith the resolutions of the Annual General Meetingof 4 May 2000 and 7 June 2001. All warrants issued in thecontext of these resolutions have either been exercised orhave expired without substitution. Currently no further subscriptionrights are outstanding.The ordinary share capital has been conditionally increasedby up to EUR 1,996,800.00, through the issue ofup to 1,560,000 no par bearer shares (conditional capitalIII). The conditional capital increase is only executed to theextent that the Annual General Meeting, with the approvalof the personally liable shareholder, resolves the conversionof the capital share to ordinary share capital. The newshares shall participate in earnings from the beginning ofthe financial year in which they were issued, after exercisingthe exchange privilege.The personally liable shareholder is authorized to increasethe ordinary share capital once or several times by 15 April2009 – with the approval of the Supervisory Board – butonly by a maximum of EUR 4,018,688.00 (authorized capitalI), by issuing new, no-par bearer shares against cashand/or non-cash contributions. The shareholders shall, onprinciple, be granted subscription rights. With the approvalof the Supervisory Board, the personally liable shareholderis, however, entitled toa) exclude fractions from the subscription right;b) preclude the subscription rights of shareholders to issuethe new shares against cash contributions at an issueprice that does not drop significantly below thestock market price;c) preclude the subscription rights of shareholders to renderthe shares available for the conversion of generalpartners’ capital;d) preclude the subscription rights of shareholders to issuethe shares against non-cash contributions for theacquisition of companies or company participations.As per the resolution of the Annual General Meeting of 4May 2006, the personally liable shareholder is authorized –until 31 October 2007 – to acquire shares of the companywith a calculatory share in the subscribed capital of a maximumof 10%, i.e. up to 627,920 shares, to be able to offerthese to third parties in the context of mergers with othercompanies or in the context of the acquisition of businessesor participations, to collect them, offer them to holdersof subscription rights for purchase or to offer them to employeesand/or members of the company’s managementor an associated company for purchase.VALUE-ORIENTED CONTROL PARAMETERSWithin the Mühlbauer Group, the value-orientation of managementextends across the entire production process ofthe product portfolio. From Procurement to Production,Research and Development to Sales – the implementationof the mission statement of value-oriented management isbased on clearly defined ratios. Differentiated by time periods,these control parameters that are integrated into acontrolling concept, support period-related business management,thus enabling management to orient decisionson the goal of an enhancement in value and to communicateresults both within the Group and externally. This controllingconcept implemented by the Mühlbauer Group alsoenables a targeted control and coordination of the activitiesof decentrally controlled areas and the businessRatios (Selection) 2006 20051 Investment rate 37.8% 35.8%2 Rate of circulation 62.2% 64.2%3 Inventories to total capital 22.7% 20.3%4 Rate of inventory turnover 4.4 4.55 Turnover time of inventories in days 82 806 Period of payment in days 58 547 Equity ratio 80.1% 76.3%8 Return on equity 20.8% 19.4%9 Total return on capital 16.3% 14.7%10 Equity-to-fixed-assets ratio 349.7% 323.5%11 Personnel expenses ratio 33.8% 33.7%12 Material costs ratio 35.3% 32.1%13 R&D ratio 10.6% 10.3%14 EBIT ratio 21.4% 22.3%1 Investment rate = Long-term assets / Total assets2 Rate of circulation = Short-term assets / Total assets3 Inventories to total capital = Inventories / Total assets4 Rate of inventory turnover = Annual sales / Average inventories5 Turnover time of inventories in days = Average inventories * 360 days /Annual sales6 Period of payment in days = Average trade accounts receivable * 360 days /Annual sales7 Equity ratio = Equity / Total assets8 Return on equity = Consolidated net earnings or loss / Average equity9 Total return on capital = Consolidated net earnings or loss /Average total assets10 Equity-to-fixed-assets ratio = Equity / Fixed assets11 Personnel expenses = Personnel expenses / Annual sales12 Material costs = Material costs / Annual sales13 R&D ratio = Research and development costs / Annual sales14 EBIT ratio = Earnings before interest and taxes / Annual salesThe average of the balance sheet value is determined as the average of thevalue on the reporting date of the current and the previous year.The percentages were determined on the basis of the exact figures and may differ from the rounding figures