The good prospects are based on the all-embracing ... - ALNO AG

More documents

Recommendations

Info

118 ConsoLidatEd FinanCiaL statEmEnts | CompaniEs utiLizinG thE ExEmption puRsuant to sECtions 264 (3) and 264 B oF thE GERman CommERCiaL CodE (hGB) K. Companies utilizing the exemption pursuant to sections 264 (3) and 264 b of the German Commercial Code (hGB) <strong>The</strong> subsidiaries Impuls Küchen GmbH, Brilon, Pino Küchen GmbH, Coswig (Anhalt), Zweitmarkenholding Impuls Pino GmbH, Pfullendorf, ALNO International GmbH, Pfullendorf, Gustav Wellmann GmbH & Co. KG, Enger, and the property management company tielsa Küchen GmbH & Co. KG, Enger, have made use of the reliefs pursuant to Section 264 (3) and Section 264 b of the German Commercial Code (HGB). <strong>The</strong> consolidated financial statements and Group management report <strong>are</strong> published in the electronic Federal Gazette. L. sh<strong>are</strong>holdings Name and head office SHARES HELD IN SUBSIDIARIES ALNO Germany Sh<strong>are</strong> of capital in % Impuls Küchen GmbH, Brilon 100 Pino Küchen GmbH, Coswig (Anhalt) 100 Zweitmarkenholding Impuls Pino GmbH, Pfullendorf 100 Gustav Wellmann GmbH & Co. KG, Enger 100 Casawell Service GmbH, Enger 100 ALNO Trading GmbH, Enger 1 100 Grundstücksverwaltungsgesellschaft tielsa Küchen GmbH & Co. KG, Enger 100 Wellmann Bauteile GmbH, Enger 100 ALNO International GmbH, Pfullendorf 100 ALNO abroad ALNO (Switzerland) AG, Embrach/Switzerland 100 ALNO France S.à.r.l., Cagnes-sur-Mèr/France 100 ALNO U.K. Ltd, Dewsbury/United Kingdom 100 SHARES HELD IN JOINT VENTURES: ALNO Middle East FZCO, Dubai/UAE 50 SPECIAL PURPOSE ENTITIES: MINERVA Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Pfullendorf OHG, Grünwald 100 Tignaris Beteiligungsgesellschaft mbH & Co. Objekt Pfullendorf KG, Grünwald 100 1 Since 22 November 2011; formerly EuroSet Küchentechnik GmbH, Enger M. auditors' fees <strong>The</strong> following fees were expensed for the auditors of the consolidated financial statements: in '000 EUR 2011 2010 Audit of financial statements 338 391 Other consulting services 97 463 Tax consulting services 79 133 Other services 4 4 Total 518 991 <strong>The</strong> item Audit encompasses fees for the statutory final audit of the separate and consolidated financial statements of ALNO AG as at 31 December 2011, as well as for checking the report on controlled companies in accordance with Section 313 of the Stock Companies Act (AktG) for the financial year 2011. Other consulting services essentially comprise expenses associated with preparing a Comfort Letter in conjunction with the capital increase originally planned for autumn 2010 and then postponed until 2011. Tax consulting costs comprise the fees charged for ongoing tax consulting activities. Other services relate to consulting services associated with accounting.
N. Events after the closing date WaIver of rePaYMeNT In early January 2012, Küchen Holding GmbH, Munich, took over the syndicate banks' loans receivable from the ALNO Group (change of creditor from the vantage of ALNO AG) in the amount of EUR 25 million. Küchen Holding GmbH subsequently waived repayment of the assumed receivables effective 6 January 2012. This relieves short- term financial liabilities in the amount of EUR 25 million without effect on net income, as Küchen Holding GmbH has acted in its capacity as sh<strong>are</strong>holder. TerMINaTIoN of <strong>The</strong> voTING aGreeMeNT <strong>The</strong> voting agreement between IRE Beteiligungs GmbH, Stuttgart, and Küchen Holding GmbH, Munich, both of which <strong>are</strong> major sh<strong>are</strong>holders in ALNO AG, was terminated on 30 January 2012. Küchen Holding GmbH is therefore formally no longer majority sh<strong>are</strong>holder of ALNO AG. IRE Beteiligungs GmbH, Stuttgart, belongs to the Whirlpool Group <strong>based</strong> in Michigan, USA, through Bauknecht Hausgeräte GmbH, Stuttgart. In recent years, Küchen Holding GmbH and Bauknecht/Whirlpool have formed a community of investors within the sh<strong>are</strong>holder structure of ALNO AG. Through the voting agreement, the voting rights of Bauknecht/Whirlpool in ALNO AG were assigned to Küchen Holding. This made Küchen Holding GmbH the majority sh<strong>are</strong>holder in ALNO AG. Now, following the reallocation of voting rights, there is no longer a majority sh<strong>are</strong>holder in ALNO AG. Bauknecht/Whirlpool intend to exercise their voting rights directly in future. Both Bauknecht/Whirlpool and Küchen Holding GmbH continue to see their involvement in ALNO AG as a long-term investment. audIeNCe aWard for <strong>The</strong> CeraMIC KITCheN alNosTar Cera ALNO's new ceramic product line won the distinction "Excellent Product" in the consumer competition "Kitchen Innovation of the Year 2012" by the LifeC<strong>are</strong> initiative, as well as the "Golden Award – Best of the Best" in the category "Kitchen furniture and equipment". <strong>The</strong> award conferred by the independent LifeC<strong>are</strong> initiative is a mark of quality for products meeting consumer needs to a particularly high degree and was given to the ALNOSTAR CERA kitchen for its functionality, product benefits, innovation, design and sustainability. <strong>The</strong> award is internationally recognized and appreciated as a mark of quality on account of its consumer orientation. ConsoLidatEd FinanCiaL statEmEnts | EvEnts aFtER thE CLosinG datE ChaNGes IN <strong>The</strong> Board of MaNaGeMeNT Sales Director Christoph Fughe retired from the Board of Management of ALNO AG by mutual consent on 29 February 2012; this was decided by the Supervisory Board at its meeting on 17 February 2012. Christoph Fughe became a member of the Board of Management in April 2011 and was finally responsible for "Sales Germany" and "Sales Austria". After retiring from the Board of Management, Christoph Fughe continued to serve the company in an advisory capacity and for special tasks until 31 May 2012. <strong>The</strong> Board of Management of ALNO AG now once again comprises three members. <strong>The</strong> duties have also been reallocated. In addition to his previous tasks (including corporate development, auditing, law and quality management), Max Müller is now also tasked with "purchasing" and "logistics" which formerly belonged to the <strong>are</strong>a for which Elmar Duffner is responsible. <strong>The</strong> <strong>are</strong>as formerly tasked to Christoph Fughe, namely "Sales Germany" and "Sales Austria", have been assigned to Elmar Duffner, whose responsibilities include production, exports, product development and marketing / PR). fouNdaTIoN of a NeW suBsIdIarY IN <strong>The</strong> usa A new subsidiary was set up in 2012 with the name ALNO USA Corporation <strong>based</strong> in New York. Lothar Birkenfeld, a kitchen manager with considerable experience of the US market, was appointed managing director. aCquIsITIoN of aN alNo PreMIuM dealer IN <strong>The</strong> uNITed KINGdoM ALNO UK Ltd., Dewsbury, United Kingdom, acquired the ALNO premium dealer Built-In Kitchens Ltd., Sevenoaks, United Kingdom, in April 2012 in conjunction with the expansion of its export business. rulING IN <strong>The</strong> laWsuIT aGaINsT JörG deIsel <strong>The</strong> 2nd court division handling commercial matters at Düsseldorf Regional Court issued a judgement in the lawsuit between ALNO AG and its former Chief Executive Officer Jörg Deisel on 10 May 2012. This judgement confirms the legal opinion upheld by ALNO AG, according to which the premature renewal of his management contract until 2015 is invalid. In a provisional judgement in summary procedure, Düsseldorf Regional Court therefore merely awarded the plaintiff payment of outstanding salaries and bonuses in the amount of around EUR 400,000 for the period between his dismissal without notice in April 2011 and expiry of the contract in force at that time (i.e. 30 September 2011). However, this judgement is still subject to appeal. 119
Page 1 and 2:
2011 annual report
Page 3 and 4:
The Alno brAnds <s
Page 5:
Enthusiasm and passion Consolidated
Page 8 and 9:
6 histoRy histoRy 1927 1927 Albert
Page 10 and 11:
8 to ouR shaREhoLdERs | LEttER FRom
Page 12 and 13:
10 to ouR shaREhoLdERs | LEttER FRo
Page 14 and 15:
12 to ouR shaREhoLdERs | BoaRd oF m
Page 16 and 17:
14 to ouR shaREhoLdERs | REpoRt oF
Page 18 and 19:
Page 20 and 21:
Page 22 and 23:
20 to ouR shaREhoLdERs | aLno shaRE
Page 24 and 25:
22 Consolidated finanCial statement
Page 26 and 27:
24 sinGLE-Entity and GRoup manaGEmE
Page 28 and 29:
Page 30 and 31:
Page 32 and 33:
Page 34 and 35:
Page 36 and 37:
Page 38 and 39:
Page 40 and 41:
Page 42 and 43:
Page 44 and 45:
Page 46 and 47:
Page 48 and 49:
Page 50 and 51:
Page 52 and 53:
Page 54 and 55:
Page 56 and 57:
Page 58 and 59:
Page 60 and 61:
Page 62 and 63:
60 Consolidated finanCial statement
Page 64 and 65:
62 ConsoLidatEd FinanCiaL statEmEnt
Page 66 and 67:
Page 68 and 69:
Page 70 and 71: 68 ConsoLidatEd FinanCiaL statEmEnt
Page 102 and 103: 100 ConsoLidatEd FinanCiaL statEmEn
Page 126 and 127: 124 dECLaRation By thE statutoRy RE
Page 128: ALNO Aktiengesellschaft 88630 Pfull
show all

The good prospects are based on the all-embracing ... - ALNO AG

Create successful ePaper yourself

Delete template?

Save as template?