Business Report 2005 - Interseroh
Business Report 2005 - Interseroh
Business Report 2005 - Interseroh
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
<strong>2005</strong> BUSINESS REPORT<br />
INTERSEROH AG – Stollwerckstraße 9a – 51149 Cologne – Tel.: +49(2203)9147-0 – Fax: +49(2203)9147-1394<br />
eMail: info@interseroh.de – internet: www.interseroh.de<br />
1
INTERSEROH is a leading European supplier of organisational solutions for materials<br />
management.<br />
With the help of around 1,100 waste disposal partners, INTERSEROH collects raw materials,<br />
has them recycled and then returns them to the production cycle.<br />
INTERSEROH generated a raw material volume of about 5.2 million tons in <strong>2005</strong>, making it one<br />
of the biggest suppliers of secondary raw materials in Europe.<br />
2
KEY GROUP FIGURES<br />
Group<br />
<strong>2005</strong> * 2004 2003 2002 2001<br />
Consolidated turnover in million euros<br />
• Services and raw materials 248.7 229.7 226.2 235.6 211.1<br />
• Steel and metal recycling 698.2 810.5 510.5 418.6 158.4<br />
946.9 1,040.2 736.7 654.2 369.5<br />
Earnings before taxes in million euros 29.9 44.7 19.0 20.4 24.6<br />
Net income in million euros 19.0 29.6 8.9 11.4 14.1<br />
Total assets in million euros 317.7 311.5 253.9 249.7 258.3<br />
Equity ratio (1) in % 37.3 34.4 31.0 31.3 29.0<br />
Return on equity (2) in % 16.0 27.6 11.3 14.4 18.7<br />
Total return on capital (3) in % 10.7 16.0 8.7 9.7 10.6<br />
Workforce (average) 1,301 1,254 1,285 1,360 893<br />
Number of shares 9,840,000 9,840,000 9,840,000 9,840,000 9,840,000<br />
Dividend per share in euros 0.86 0.86 0.86 0.86 0.86<br />
(1) Equity according to balance sheet x 100/total assets<br />
(2) Earnings after tax according to income statement x 100/equity according to balance sheet<br />
(3) Earnings before interest and taxes according to income statement x 100/total assets<br />
* 2001–2003 Financial statements according to HGB; 2004–<strong>2005</strong> Financial statements according to IFRS<br />
3
THE MANAGEMENT BOARD<br />
Johannes-Jürgen Albus<br />
has been Chairman of the Management Board since April 2006 and Chief Financial Officer since April<br />
2003. Following various management positions in Germany and abroad, the graduate in business<br />
administration was appointed to the management board of GAH Anlagentechnik AG in 1997, initially<br />
as chief financial officer and later as chairman from mid-2000 on.<br />
Christian Rubach<br />
is responsible for the field of steel and metal recycling and has been a member of the Management<br />
Board since August 2000. From 1995 to July 2000 the qualified economist was managing director of<br />
Krupp Hoesch-Rohstoff und Recycling GmbH (from 1998: Hansa Recycling GmbH).<br />
Roland Stroese<br />
has been responsible for sales and services since October <strong>2005</strong>. Prior to joining INTERSEROH the<br />
graduate business economist worked for REWE Großverbraucher Service in Cologne and was<br />
managing director of various associated companies at Coca Cola, Essen, before moving to the<br />
Cologne-based confectionery manufacturers Intersnack as sales director and member of the board of<br />
directors.<br />
4
CONTENTS<br />
Key Figures 3<br />
The Management Board 4<br />
Letter from the Management Board 6<br />
<strong>Report</strong> of the Supervisory Board 8<br />
Management <strong>Report</strong> A. Framework Conditions 10<br />
1. General Economic Development 10<br />
2. New Laws from Brussels and Berlin 10<br />
B. <strong>Business</strong> Development 12<br />
1. Consolidated Turnover 12<br />
2. Services 13<br />
3. Raw Materials Trading 15<br />
4. Steel and Metal Recycling 16<br />
5. Investments 17<br />
6. Financing Measures 18<br />
7. Human Resources and Social Security 18<br />
8. Environmental Protection 19<br />
9. Marketing and Advertising 19<br />
10. Public Relations 20<br />
11. Investor Relations 20<br />
12. Dividend Yield 21<br />
13. Corporate Governance 21<br />
14. Major Transactions in the Financial Year 22<br />
15. Total Return on Capital Employed as<br />
Management Instrument 23<br />
C. Presentation and Explanation of the Earnings and Financial<br />
Position and Key Consolidated Ratios 24<br />
1. Earnings Position 24<br />
2. Financial Position 25<br />
3. Key Consolidated Ratios 27<br />
D. Other Information 28<br />
1. Transaction of Special Importance After the Close<br />
of the Financial Year 28<br />
2. Risk Management 28<br />
3. Foreseeable Development, Possible Chances and<br />
Potential Risks 30<br />
4. Research and Development 31<br />
5. Branch Offices 32<br />
Financial Statements Consolidated Balance Sheet 33<br />
Consolidated Income Statement 34<br />
Consolidated Notes 35<br />
Explanation of the Principles and Methods Applied<br />
for the Consolidated Financial Statements 35<br />
Notes on the Income Statement 41<br />
Notes on the Balance Sheet 45<br />
Other Notes and Information 58<br />
Separate Notes and Information According to § 315 a<br />
of the German Commercial Code 72<br />
Consolidated Equity Capital Statement 75<br />
Consolidated Cash Flow Statement 77<br />
List of Major Shareholdings 78<br />
Imprint 79<br />
5
LETTER FROM THE MANAGEMENT BOARD<br />
Dear Shareholders,<br />
Your company, INTERSEROH AG, was founded 15 years ago. The German Packaging Ordinance<br />
also came into effect 15 years ago. Both these dates in 1991 are inextricably linked with each other: in<br />
order to organise the return and recycling of used packaging, new business concepts capable of<br />
mastering this challenge across the whole of Germany had to be found. Concepts like that of<br />
INTERSEROH.<br />
The solution involved nothing less than organising a complex logistical structure beginning<br />
with the collection of secondary raw materials – tin, paper, cardboard, pasteboard, plastic, glass and<br />
wood – and ending in their return to the production cycle.<br />
The much-regulated markets in which INTERSEROH moves have changed immensely since<br />
1991. New markets have been added, partly due to growing demand and new production methods<br />
and partly due to liberalisation. The international demand for raw materials and the ability to serve this<br />
demand are moving more and more to the fore of these markets.<br />
Herein lie, on the one hand, numerous opportunities for ongoing positive development in<br />
INTERSEROH’s fields of business – while on the other, we must remain vigilant of the permanent risk<br />
of volatile raw material prices and their growing influence on the services sector at all times.<br />
On top of this, the various market levels of the INTERSEROH supply chain are increasingly<br />
becoming characterised by internationalisation of the closed loop economy and concentration – be it in<br />
the waste disposal sector or the structure of the clientele of our raw materials.<br />
INTERSEROH has also changed in the last 15 years. Apart from many new services, the steel<br />
and metal recycling segment has developed into an essential component of the INTERSEROH Group,<br />
contributing a substantial share to the group’s overall results.<br />
How, against this background, did the economic environment and our segments develop in<br />
<strong>2005</strong>? Although the German economy was again marked by restrained development last year, the<br />
services sector did grow satisfactorily. Whereas the volumes of raw materials registered with<br />
INTERSEROH for recycling grew, the services sector experienced considerable losses in the recycling<br />
of transport packaging and declines in the overall volume of secondary raw materials marketed.<br />
Following an exceptional year in 2004 due to volatility and record prices, the scrap steel sector<br />
was marked more by weak demand and lower prices in <strong>2005</strong>.<br />
In spite of the relatively difficult environment for both segments, we are satisfied with the result<br />
of the overall group in fiscal <strong>2005</strong>.<br />
The coming years will see stronger competition in some of our main fields of business and<br />
therefore also a further decline in our profit margins. At the same time, however, we intend to use the<br />
chances open to us to enter liberalised markets, to grow there and also to develop new fields of<br />
business at home and abroad.<br />
Regardless of whether we are talking about the recycling of packaging, reuse of old products<br />
or trade with secondary raw materials – we can only create value if through excellent organisation and<br />
careful quality management we produce high-quality raw materials and market them worldwide.<br />
Because in contrast to mineral resources, these modern sources of raw materials require less<br />
technology and more organisation and coordination of services to tap.<br />
With its activities, INTERSEROH closes economic material cycles for the lasting benefit of<br />
trade and industry, business, waste disposal companies, consumers, and thus also the environment –<br />
directly from end to start.<br />
That these raw materials can find a new beginning not only in the production of classical<br />
economic goods, but also in art is shown by various works by the Cologne-based artist Joachim<br />
Röderer that illustrate this annual report. All these sculptures have been made from recycled metals.<br />
Why not take some time off while reading this report to view the closed loop economy from another<br />
angle?<br />
The success of INTERSEROH can be attributed to the competence, commitment and<br />
determination of all its employees. For that I would like to thank them all in the name of the<br />
INTERSEROH Management Board. They will continue to be the motor for the dynamic development<br />
of the company in the future as well.<br />
We thank you, our shareholders, for your loyalty and interest, and our customers and business<br />
partners for their confidence in us. You may rest assured we will face the challenges before us with<br />
6
undiminished resolve and work with all our might to implement our ambitious aims for the ongoing<br />
success of INTERSEROH.<br />
Yours sincerely,<br />
Johannes-Jürgen Albus<br />
Chairman of the Management Board<br />
7
REPORT OF THE SUPERVISORY BOARD<br />
In the year under review the Supervisory Board discharged all the duties incumbent upon it according<br />
to law and the company’s bylaws, advised the Management Board on the management of the<br />
company and supervised its conduct of business. The Supervisory Board was directly involved in all<br />
important decisions.<br />
The Management Board informed the Supervisory Board in detail, due time, comprehensively<br />
and in full accordance with legal requirements about the course of business, the financial position of<br />
the company and the strategy and plans of the company in a total of four ordinary and one<br />
extraordinary meeting. The deliberations of the Supervisory Board were based on regular,<br />
comprehensive and timely written and oral reports by the Management Board, especially regarding<br />
business policy, corporate planning, the financial position of the group including the strategic further<br />
development of the group and its sites as well as the profitability of the company and the course of<br />
business. The Chairman of the Supervisory Board maintained constant contact with the Management<br />
Board and was informed of all significant developments and pending decisions. Decisions of<br />
fundamental importance were submitted to the Supervisory Board for approval. This approval was<br />
also granted after review and assessment of the particular matter in hand. The Supervisory Board<br />
supervised the conduct of business by the Management Board and advised it in same in keeping with<br />
the duties placed upon it by law and the company’s bylaws on the basis of the Management Board’s<br />
reports. In its supervision of the conduct of business the Supervisory Board examined especially its<br />
legality, compliance with regulations, expedience and profitability. The Supervisory Board not only<br />
reviewed the activities already initiated by the Management Board, but also discussed business<br />
decisions and planning calculations for the future intensively with the Management Board on the basis<br />
of its reports and the concrete business documents of each particular case.<br />
All the members of the Supervisory Board regularly attended the meetings of the Supervisory<br />
Board that took place in the time of their membership.<br />
Main Aspects<br />
The meetings focused primarily on the strategic alignment of the INTERSEROH Group. The<br />
Supervisory Board concerned itself with the new fields of business, particularly the Dual System<br />
INTERSEROH, as well as with the voluntary offer extended to the shareholders of INTERSEROH AG<br />
by the firm Isabell Finance Vermögensverwaltungs GmbH. A major subject of discussion was the<br />
development of a joint position with the Management Board, and especially in the financial year under<br />
review its preparation by selecting a financial consultant to compile a fairness opinion, and the<br />
question of its fundamental attitude to the offer, also with regards to the strategic development of the<br />
company. Another recurring item on the agenda of every ordinary meeting of the Supervisory Board<br />
was the report by the Chief Financial Officer, who reported on the development in turnover and<br />
income in the group and segments, on current developments on the raw material markets and on<br />
other relevant business data. The Supervisory Board also conducted a self-evaluation of its work.<br />
Committees<br />
In keeping with the recommendations of the German Corporate Governance Code on the formation of<br />
committees, the Supervisory Board set up a Chairman’s Committee, an Audit Committee and a<br />
Personnel Committee. The Chairman’s Committee has a total of four members and met 10 times. It<br />
was mainly occupied with the offer extended by Isabell Finance Vermögensverwaltungs GmbH and<br />
preparation of the Supervisory Board’s position towards this offer. The committee member Dr. Axel<br />
Schweitzer did not take part in the meetings of the Chairman's Committee concerning this offer in<br />
order to avert any conflict of interests.<br />
The Audit Committee is made up of three members of the Supervisory Board. The committee<br />
met three times in the year under review. Its activities were directed at questions concerning the<br />
annual financial statements, stipulation of the main points of focus for the audit, further development of<br />
risk management, investor protection and insider regulations.<br />
The Personnel Committee consists of the Chairman of the Supervisory Board, his two<br />
deputies and a further member of the Supervisory Board. Its work focuses on remuneration and other<br />
personnel matters concerning the Management Board.<br />
The committees report on their work regularly in the next meetings of the full Supervisory<br />
Board.<br />
8
Corporate Governance<br />
The Supervisory Board regards the German Corporate Governance Code drafted by a government<br />
commission as an important step towards improving management practice and corporate control. The<br />
Supervisory Board pronounced INTERSEROH AG’s compliance for the year <strong>2005</strong> together with the<br />
Management Board on 8 December <strong>2005</strong>. This declaration is published on the company’s website.<br />
Further information on the subject of corporate governance is to be found in section B.13 of the<br />
management report.<br />
In keeping with the principles of good corporate governance and to avoid conflicts of interest,<br />
the Supervisory Board members Dr. Axel Schweitzer, Dr. Eric Schweitzer, Mr. Friedrich Merz and Dr.<br />
Wolfgang Bosch did not participate in meetings and resolutions concerning the offer extended to all<br />
the shareholders of INTERSEROH AG by Isabell Finance Vermögensverwaltungs GmbH. Dr. Axel<br />
Schweitzer and Dr. Eric Schweitzer have an indirect interest in Isabell Finance Vermögensverwaltungs<br />
GmbH. Mr. Friedrich Merz and Dr. Wolfgang Bosch are lawyers and partners in law firms that have<br />
advised Isabell Finance Vermögensverwaltungs GmbH. Further information on how the conflict of<br />
interests was dealt with in the Supervisory Board in connection with the acquisition offer by Isabell<br />
Finance Vermögensverwaltungs GmbH can be found in the joint statement by the Management Board<br />
and Supervisory Board pursuant to Article 27, Par. 1 of the Securities Acquisition Act on this<br />
acquisition offer dated 17 January 2006. The statement is published at www.interseroh.de in the<br />
category Investor Relations, Acquisition Offer.<br />
Financial Statements<br />
The <strong>2005</strong> general shareholders’ meeting elected to appoint the company KPMG Deutsche Treuhand-<br />
Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Berlin and Frankfurt am Main, as<br />
auditors. KPMG audited the accounting, the annual financial statements and the management report<br />
of INTERSEROH AG as well as the consolidated financial statements and consolidated management<br />
report. The auditor issued an unqualified auditor's opinion for all.<br />
The closing records and reports of KPMG were presented to the Supervisory Board for<br />
inspection in due time. The auditor took part in both the relevant meeting of the Audit Committee and<br />
the balance sheet meeting of the Supervisory Board. He reported on the main results of his audit,<br />
explained the situation with regards to the assets, financial position and earnings of the company and<br />
group and answered the questions of the Supervisory Board.<br />
Based on its own examination of the annual financial statements, the consolidated financial<br />
statements, the management report and the consolidated management report, the Supervisory Board<br />
endorsed the results of the audit by the external auditor. They gave no cause for objection. The<br />
Supervisory Board endorsed the annual financial statements and consolidated financial statements, by<br />
way of which the annual financial statements of INTERSEROH AG were adopted.<br />
The Supervisory Board approves the distribution of retained earnings proposed by the<br />
Management Board.<br />
Changes<br />
There were personnel changes to the Management Board of the company in the period under review.<br />
Mr. Michael Mevissen left the Management Board of INTERSEROH AG on 30 June <strong>2005</strong> and Mr.<br />
Roland Stroese was appointed to the Management Board of INTERSEROH AG with effect on 8<br />
October <strong>2005</strong>.<br />
There were also changes to the Supervisory Board. Mr. Norbert Rethmann, Dr. Walter Aden,<br />
Mr. Gotthard Graß, Mr. Christian Jeschonek, Mr. Andreas Seibert and Mr. Jürgen Tönsmeier all left<br />
the Supervisory Board in the course of <strong>2005</strong>.<br />
New members of the Supervisory Board are Dr. Wolfgang Bosch and Messrs. Joachim<br />
Edmund Hunold and Friedrich Merz. Dr. Axel Schweitzer was elected new chairman in the<br />
Supervisory Board meeting on 31 March <strong>2005</strong>. Messrs. Friedrich Carl Janssen and Hans-Jörg Vetter<br />
were elected his deputies. Dr. Eric Schweitzer resigned as Vice Chairman of the Supervisory Board.<br />
The Supervisory Board would like to thank the members who have left for their valuable work<br />
and constructive support of the company and Management Board. The Supervisory Board would also<br />
like to thank the Management Board and all staff for their work in the year under review.<br />
Cologne, March 2006<br />
Dr. Axel Schweitzer<br />
Chairman of the Supervisory Board<br />
9
MANAGEMENT REPORT<br />
OF THE INTERSEROH GROUP FOR FISCAL <strong>2005</strong><br />
The INTERSEROH Group is one of the leading service providers and raw material companies in<br />
Europe. It organises recycling processes and supplies the paper, steel, plastics and derived timber<br />
product industries as well as biomass power stations with more than five million tons of secondary raw<br />
materials a year. The business activities of the group are divided into two segments – services and<br />
raw materials trading as well as steel and metal recycling.<br />
A. FRAMEWORK CONDITIONS<br />
1. General Economic Development:<br />
Export World Champion with Weak Consumption<br />
The upswing in the Germany economy in <strong>2005</strong> was moderate and borne as in the previous year by<br />
rising exports. Investment in equipment and machinery also grew.<br />
Following a strong start to the year under review, the economy stagnated in the second<br />
quarter, before regaining some speed in the third and fourth quarters. Although the high oil price<br />
slowed the economy less strongly than many feared, it did dampen private consumption. The ongoing<br />
reticence of private households even led to a slight drop in spending in the first half of the year. In<br />
contrast, the monetary assets of Germans rose to a record high of four trillion euros. The rise in the<br />
propensity to save is a result of the fear of not having sufficient income in old age and of becoming<br />
unemployed.<br />
The situation on the German labour market did not improve last year. The decline in registered<br />
unemployment was mainly the result of “one-euro jobs” and more critical examination of the<br />
entitlement of recipients to unemployment benefits.<br />
Experts expect the moderate economic upturn to continue this financial year, again driven<br />
primarily by exports. The development in many growth markets such as Russia and trade with the<br />
candidate states of Eastern Europe remain positive for the German export economy. Growth in<br />
investments in equipment and machinery will boost domestic demand slightly. The reasons for this are<br />
the positive sales expectations on the export markets and a continuation in favourable financing<br />
conditions. Private consumption is also expected to stimulate growth. The reason: spending brought<br />
forward to 2006 due to the planned increase in value added tax of three percentage points in 2007.<br />
Economists fear that even relatively small disruptions from outside could throw the German economy<br />
back to a state close to stagnation. If energy prices were to rise strongly, this would represent a<br />
danger for the world economy.<br />
In spite of slack consumption and increased competition, the development in INTERSEROH’s<br />
services business was satisfactory. The volumes of packaging registered with ISD INTERSEROH<br />
Dienstleistungs GmbH grew as a result of an expansion in sales activities and introduction of new<br />
services. However, we had to accept significant losses in net income in the extension of contracts<br />
from 2006 in transport packaging recycling. The development in INTERSEROH’s services business in<br />
<strong>2005</strong> is described in section B.2.<br />
We were able to keep the quantities of paper marketed by INTERSEROH at the previous<br />
year’s level at largely stable prices. The volumes of plastic traded were increased significantly with<br />
price increases of around 20 percent. The quantities of old wood marketed rose slightly over 2004.<br />
The Technical Instructions for Domestic Waste (TASi), which came into effect on 1 June <strong>2005</strong>,<br />
influenced the prices for materials suitable solely for thermal utilisation. Further details on the situation<br />
on the raw material markets are to be found in section B.3.<br />
The quantities of scrap steel marketed fell well below the previous year’s level. Many<br />
European steelworks reduced their production in the first half of <strong>2005</strong> to help prop up steel prices. The<br />
demand for steel was weak and stocks still well-filled. The prices for scrap steel dropped continuously<br />
from November 2004 to June <strong>2005</strong>, but then rose in July and August. Thereafter the prices fell again<br />
slightly until the end of <strong>2005</strong>. The prices for non-ferrous metals dropped slightly to the middle of the<br />
year, but then rose again from July. INTERSEROH was able to increase the quantity of old metals it<br />
marketed. The development in the steel and metal recycling segment is described in section B.4.<br />
2. New Laws from Brussels and Berlin<br />
INTERSEROH is subject to numerous legal requirements from Brussels and Berlin in the execution of<br />
its business activities. There were several important new developments and changes in the past<br />
10
financial year and years before whose influences INTERSEROH integrated into its business strategy<br />
early on.<br />
Packaging Ordinance<br />
Pursuant to the Packaging Ordinance, a deposit has been charged on certain disposable drink<br />
packages since 1 January 2003. According to the amendment to this ordinance that came into effect<br />
on 28 May <strong>2005</strong>, the so-called stand-alone solutions set up by the large discount stores must be<br />
eliminated by May 2006. Practically this means that whoever sells, for example, disposable PET<br />
packaging must also take back disposable PET packaging regardless of whether it was bought at his<br />
store or not. INTERSEROH has set up a countrywide collection system and offers its customers,<br />
depending on their needs, a full range of necessary service modules, beginning with transportation<br />
and extending through counting, clearing and inter-clearing up to recycling.<br />
The amendment also clarified the future of compostable packaging: it is largely exempt from<br />
the normal take-back and recycling obligations until 31 December 2012.<br />
The fourth amendment to the Packaging Ordinance came into force on 7 January 2006. It<br />
makes the disposal of sales packaging through self-disposal systems more transparent. The obligation<br />
imposed on manufacturers and distributors to “set up suitable collection and recycling structures” is an<br />
important step to ending virtual systems, which INTERSEROH categorically rejects. INTERSEROH<br />
has used corresponding collection points since the start of its self-disposal solutions. It also calls for a<br />
definition and monitoring of guaranteed quality in self-disposal systems by way of a quality seal and<br />
strict action against abuse of the systems by copycats.<br />
The essential legal basis for the establishment of alternative dual systems in Germany was<br />
created in 2001: the EU Commission ruled that collection containers and other collection and sorting<br />
equipment for household sales packaging must be open to competitors of Duales System Deutschland<br />
AG (DSD). DSD was also prohibited from exclusivity agreements with disposal companies.<br />
Section B.2 describes the activities of INTERSEROH regarding disposable deposit drink<br />
packs, the return of sales packaging and compostable packaging.<br />
Electrical and Electronic Equipment Act<br />
Manufacturers have been obligated to take back old electrical and electronic equipment as of 24<br />
March 2006. The manufacturers and importers of electrical and electronic equipment had to register<br />
with the Stiftung Elektro-Altgeräte-Register (EAR) by 23 November <strong>2005</strong> if they wanted to sell their<br />
equipment on the market in the future. Consumers are now obligated to hand over their old equipment<br />
to their municipalities for separate collection. The manufacturers and importers are responsible for the<br />
logistics, sorting, dismantling and recycling of the old equipment. They can assign these<br />
responsibilities to a third party – such as INTERSEROH.<br />
INTERSEROH’s activities in this field are described in section B.2.<br />
Technical Instructions for Domestic Waste (TASi)<br />
The TASi, which came into force on 1 June <strong>2005</strong>, and the resultant ban on dumping untreated,<br />
biodegradable domestic waste have firstly raised the requirements for the processing of the shredder<br />
light fraction at INTERSEROH’s scrap yards. Secondly, the volume of old wood designated for thermal<br />
utilisation has increased in some regions of Germany.<br />
The development in INTERSEROH’s business activities in the old wood market in <strong>2005</strong> is<br />
described in section B.3. INTERSEROH’s activities in the steel and metal recycling segment are<br />
described in section B.4.<br />
Old Auto Act<br />
The Old Auto Act, which took effect on 1 July 2002, gives the last owners of cars and light commercial<br />
vehicles the right to give back these vehicles to the manufacturer or importer free of charge. However,<br />
the related obligation to take back these vehicles is practically meaningless since a large part of the<br />
vehicles deregistered in Germany are exported. There are two main factors for this development: the<br />
large demand in the new EU member states of Eastern Europe for very old used vehicles on the one<br />
hand, and the for Germany negative distortion of competition due to unharmonised dumping<br />
legislation in Europe on the other. For example, it is attractive for a Dutch steel recycling company to<br />
buy up old car bodies in Germany because it is still possible for him to dump the shredder light fraction<br />
inexpensively in the Netherlands, whereas the German TASi (see above) prohibits this.<br />
11
B. BUSINESS DEVELOPMENT<br />
1. Satisfied with Turnover and Earnings<br />
In spite of a sluggish economy and declining demand for scrap steel, INTERSEROH posted<br />
satisfactory figures in fiscal <strong>2005</strong>. The consolidated group turnover amounted to EUR 946.91 million<br />
(previous year: EUR 1,040.15 million). The EBT amounted to EUR 29.85 million (previous year: EUR<br />
44.73 million) and the EBIT to EUR 32.73 million (previous year: EUR 49.06 million).<br />
The steel and metal recycling segment once again contributed the largest share to<br />
consolidated turnover, accounting for EUR 698.16 million (previous year: EUR 810.49 million). Its<br />
share of consolidated turnover: 73.73 percent. The EBT amounted to EUR 11.88 million (previous<br />
year: EUR 25.00 million) and the EBIT to EUR 16.01 million (previous year: EUR 29.93 million).<br />
The consolidated turnover in the services and raw materials trading segment rose from EUR<br />
229.66 million to EUR 248.75 million, accounting for a share of turnover of 26.27 percent. The EBT<br />
amounted to EUR 20.92 million (previous year: EUR 27.81 million) and the EBIT to EUR 19.93 million<br />
(previous year: EUR 27.37 million).<br />
The net income of the group for the year amounted to EUR 18.97 million (previous year: EUR<br />
29.6 million).<br />
The consolidated financial statements were prepared in the year under review according to the<br />
International Financial <strong>Report</strong>ing Standards (IFRS) for the first time. The comparative figures for the<br />
previous year were also calculated according to IFRS.<br />
Development in turnover in<br />
the INTERSEROH Group in million euros<br />
Turnover Change relative to<br />
previous year<br />
2000 394.7 39.2%<br />
2001 369.5 -6.4%<br />
2002 654.2 77.0%<br />
2003 736.7 12.6%<br />
2004 1,040.2 41.2%<br />
<strong>2005</strong> 946.9 -9.0%<br />
Development in turnover<br />
in services and raw materials trading in million euros<br />
Turnover Change relative to<br />
previous year<br />
2000 269.2 44.2%<br />
2001 211.1 -21.6%<br />
2002 235.6 11.6%<br />
2003 226.2 -4.0%<br />
2004 229.7 1.5%<br />
<strong>2005</strong> 248.7 8.3%<br />
Development in turnover<br />
in steel and metal recycling in million euros<br />
Turnover Change relative to<br />
previous year<br />
2000 125.5 29.5%<br />
2001 158.4 26.2%<br />
2002 418.6 164.3%<br />
2003 510.5 22.0%<br />
2004 810.5 58.8%<br />
<strong>2005</strong> 698.2 -13.9%<br />
12
2. <strong>Business</strong> in Services Expanded; Packaging Volume Up<br />
INTERSEROH’s service business developed satisfactorily overall.<br />
Transport Packaging<br />
INTERSEROH organises and coordinates the recycling of transport packaging for its industrial<br />
contracting partners, including collection, transport, sorting and recycling. The volume of transport<br />
packaging registered for recycling was increased. The reasons for this are the acquisition of new<br />
customers in the traditional sectors and services that have been especially developed and<br />
successfully marketed in the last few years for new customer groups, such as the sport and fitness<br />
industry, the pet industry, the toy industry as well as the manufacturers of products for babies and<br />
children. The turnovers were maintained at a steady level in spite of increased competition and<br />
ongoing economic problems in some industries for which INTERSEROH has performed these<br />
services for years. However, we had to accept significant losses in net income in the extension of<br />
contracts from 2006 due to the strong competition in the services sector.<br />
Commercial Sales Packaging<br />
The INTERSEROH self-disposal solution can be used wherever empty sales packaging accrues in the<br />
commercial sector. It is a cost-effective and legally safe solution for the collection and recycling of<br />
sales packaging subject to quotas. All members of the INTERSEROH self-disposal community receive<br />
all legally required documentation verifying their packaging has been recycled in conformity with<br />
regulations. The mass flow verification documentation required in this regard is certified by an<br />
independent, publicly appointed expert in accordance with the criteria of the State Working Group for<br />
Waste Management (LAGA) and deposited with the German Chamber of Commerce and Industry<br />
(DIHK). The INTERSEROH self-disposal community is based on a system in which packaging material<br />
is collected from corresponding (branch-specific) collection points. These materials are sorted and<br />
recycled in certified plants in accordance with official specifications. The INTERSEROH self-disposal<br />
system for the collection and recycling of commercial sales packaging again enjoyed increasing<br />
popularity in the year under review, both in traditional industries and among new customer groups –<br />
for example from the food industry – for which INTERSEROH has developed and successfully<br />
marketed customised solutions in the last few years.<br />
Household Sales Packaging<br />
Rulings allowing the Dual System INTERSEROH for the collection of household sales packaging were<br />
passed in the year under review by the relevant environment ministries in Saarland, Berlin, North<br />
Rhine-Westphalia, Lower Saxony, Bremen, Schleswig-Holstein and Saxony-Anhalt. Together with the<br />
permits already granted in Hamburg and Bavaria in 2004, the Dual System INTERSEROH reached 61<br />
percent of the German population as of 31 December <strong>2005</strong>. All applications still outstanding were<br />
submitted by the end of <strong>2005</strong>. The new INTERSEROH service has met with a great deal of interest<br />
from the distributors of sales packaging. The first contracts were still signed in <strong>2005</strong>. Strong<br />
competition is exerting pressure on profit margins especially in this sector.<br />
Recycling Management<br />
The field of recycling management underwent stable development with moderate growth. In this field<br />
we conclude full-service contracts for nationwide or regional services with commercial and food<br />
companies, petroleum companies, leisure parks, hospitals and railway stations. INTERSEROH<br />
organises the recycling of all their waste and prepares the data on volumes and costs on a sitespecific<br />
basis. Within the framework of this service INTERSEROH has assumed logistical and<br />
recycling services for the stand-alone solutions in the retail sector since introduction of the mandatory<br />
deposit system, for example the collection of disposable PET packaging and the associated<br />
documentation.<br />
Deposits on Disposable Drink Packaging<br />
INTERSEROH has taken over the Westpfand deposit system, i.e. Westpfand Clearing GmbH and<br />
Deutsche Pfand-Konzept GmbH, completely. Following complete acquisition, the deposit system now<br />
operates as “INTERSEROH Pfand-System GmbH” and is a subsidiary of ISD INTERSEROH<br />
Dienstleistungs GmbH. As a provider of a full range of services, INTERSEROH wants to offer all the<br />
13
modules needed to cover the services necessary following the abolition of the so-called stand-alone<br />
solutions as from May 2006.<br />
Old Electrical and Electronic Equipment<br />
Based on its experience in organising the collection and recycling of waste products for companies<br />
from various industries, INTERSEROH has developed services for the collection and recycling of old<br />
electrical and electronic equipment and regularly invited manufacturers to information events through<br />
to February <strong>2005</strong>. The participants had the opportunity to discuss topics with renowned speakers from<br />
politics, industry and trade. INTERSEROH also presented its comprehensive package of solutions for<br />
the take-back and disposal of old equipment, which may be used as needed by the customers:<br />
documentation, logistics, processing and marketing. With its individualised advice, INTERSEROH has<br />
demonstrated its competence in all questions concerning the recycling of old electrical and electronic<br />
equipment and has convinced a number of manufacturers of such equipment to register their<br />
equipment with INTERSEROH. The “INTERSEROH Guarantee Model for Old Electrical and Electronic<br />
Equipment” is the first independent guarantee model for the take-back and recycling of old electrical<br />
and electronic equipment to be approved by the Stiftung Elektro-Altgeräte-Register (EAR). The system<br />
offers manufacturers and importers from all branches of the electrical and electronics industry an<br />
uncomplicated solution whereby to fulfil their legal obligations and ensure the take-back and disposal<br />
of their equipment far into the future as well. INTERSEROH assumes the statutorily required<br />
trusteeship, thus providing guarantee and full-service in disposal and recycling by one and the same<br />
company.<br />
With its proven recycling of transport packaging, self-disposal system, Dual System<br />
INTERSEROH and services for product recycling, INTERSEROH offers a complete portfolio of<br />
services for manufacturers, importers and traders subject to legal waste disposal obligations.<br />
Niche <strong>Business</strong>es and Low-Volume Logistics<br />
The Repasack System for the return and recycling of used kraft paper bags registered declines in<br />
licensed volumes compared to the previous year due to the sluggish domestic economy. The licensed<br />
volumes of ISD INTERSEROH Dienstleistungs GmbH for kraft paper bags also fell.<br />
The school and kindergarten project “Meike – der Sammeldrache” of the ISD branch office<br />
“Grüne Umwelt-Box” continued its success in <strong>2005</strong> as well. The number of participating schools<br />
amounts to more than 11,300 (previous year: 10,000) and kindergartens to more than 2,800 (previous<br />
year: 3,000). The number of sponsoring partners rose to above 5,000 (previous year: 3,300).<br />
The amendment to the Packaging Ordinance of 28 May <strong>2005</strong> removed the obstacles to the<br />
introduction of compostable packaging on to the market in Germany. Until 31 December 2012 the<br />
manufacturers and distributors of this innovative form of packaging merely need to show that “as much<br />
of the packaging as possible is passed on for utilisation”. Experts now expect strong growth in this<br />
form of packaging in Germany as well. Growth of 30 to 50 percent has been recorded in neighbouring<br />
European countries in the past two years. The manufacturers and users of compostable packaging<br />
established an advisory board at INTERSEROH at the end of August to help in the further<br />
development and implementation of a utilisation system. Several large German supermarket chains<br />
have been selling fruit and vegetables in compostable packaging since the summer of <strong>2005</strong>. Contracts<br />
have been signed between the users and INTERSEROH for the qualified support of the market launch<br />
and communication on utilisation.<br />
14
3. Raw Materials Trading Under One Roof<br />
Due to the changes on the market, primarily the strong growth in the demand for raw materials<br />
internationally and increasing tendencies for concentration on the recycler side, INTERSEROH is<br />
orientating itself more and more with its traditional competencies on trading in raw materials. The<br />
coordination and management of group-wide trading activities in wastepaper, old wood and plastics,<br />
excluding steel and metal, have therefore been united under the umbrella of ISR INTERSEROH<br />
Rohstoffe GmbH since 1 July <strong>2005</strong>.<br />
The situation on the raw material markets is as follows:<br />
Wastepaper<br />
The development of new production capacities in Southeast Asia and ongoing high demand in<br />
Germany resulted in stable wastepaper prices overall. In detail: the prices for wastepaper in Germany<br />
rose strongly from February to May <strong>2005</strong>, dropped in the summer months of June and July and then<br />
moved sideways from August to November. They dropped again in December. Wastepaper prices in<br />
Southeast Asia developed similarly, albeit at a level well above German prices due to the<br />
establishment of new production capacities there. In France the paper prices tended to be relatively<br />
weak because of the intense competition in the country.<br />
In spite of increased competition for free wastepaper volumes, the tonnage marketed by ISR<br />
rose to 504,300 tons (previous year: 446,650 tons).<br />
The French subsidiary INTERSEROH CDI S.A.S. was renamed to INTERSEROH France<br />
S.A.S. Its situation improved further thanks to the restructuring measures carried out in fiscal 2004. In<br />
spite of the intense competition, especially for higher-quality old printer paper volumes, INTERSEROH<br />
France was able to protect its market shares and even expand them in some regions. This enabled<br />
the successful acquisition of new big customers. INTERSEROH France erected a new site in<br />
Strasbourg. The total tonnage traded amounted to close on 507,000 tons (previous year: 560,000<br />
tons). The decline in tonnage can be attributed mainly to the sale of the Pierrefitte site.<br />
INTERSEROH has given up its paper activities in Belgium. Padec S.A. was closed down and<br />
s.a. Emile Sanglier was sold. A part of the business activities of Padec S.A. were transferred to<br />
INTERSEROH France. The changes made to management and sales did not produce the lasting<br />
earnings power wanted.<br />
INTERSEROH is the market leader in the collection and recycling of used kraft paper bags.<br />
Repasack GmbH managed to keep the tonnage of used kraft paper bags marketed at the previous<br />
year’s level. ISD INTERSEROH Dienstleistungs GmbH enjoyed the same development.<br />
Old and Residual Wood<br />
Following a slight decline in the purchase prices for old wood, partly also attributable to the weather,<br />
prices rose again significantly after 1 June <strong>2005</strong>. The selling prices for old wood for thermal utilisation<br />
dropped. The reason for this development is the prohibition on dumping of untreated organic materials<br />
contained in the TASi. There were only minor adjustments in the prices for grades suitable for material<br />
recycling.<br />
INTERSEROH managed to increase both its trading volumes and the volumes accrued at its<br />
wood sites slightly in the year under review compared to 2004. The trade in old wood and other types<br />
of biomass was expanded to Denmark and Poland.<br />
Due to the continued growth in the importance of old wood, INTERSEROH made several<br />
important investments in <strong>2005</strong>.<br />
The processing capacity at the INTERSEROH wood site in Bückeburg was raised<br />
considerably with a new preliminary fragmentising plant. INTERSEROH also expanded the wood site<br />
NRW to supply the biomass-fuelled combined heating and power station in Lünen. Supplies to the<br />
power station are due to start in the second quarter of 2006. A rail logistics system for old wood with<br />
wagon sets between France and Germany was installed.<br />
Plastics<br />
Rising prices with a plus of 20 percent overall characterised the past financial year. Prices slumped at<br />
the end of the year. We were able to increase the volumes of plastic marketed significantly and<br />
consolidate our position on the market. International trading activities were expanded.<br />
15
The domestic economy did not have any serious effects on the volumes of EPS (polystyrene)<br />
marketed. They were kept at the previous year’s level. The prices for this raw material developed like<br />
those for plastic. Increased expenditure on transport due to toll payments was offset completely.<br />
INTERSEROH Kunststoffaufbereitung GmbH in Aschersleben has fulfilled the expectations<br />
placed in it and is on a growth course. It manufactures and then markets regranulates from EPS.<br />
Aschersleben is located at the intersection of the important industrial regions of Halle/Leipzig,<br />
Magdeburg, Bitterfeld and Berlin and therefore offers substantial logistical advantages.<br />
4. Steel and Metal Recycling: Declining Crude Steel Production Reduces Volumes<br />
The year <strong>2005</strong> was again characterised by extreme volatility in scrap steel prices. Following true<br />
booms in prices to October 2004, the decline in scrap steel prices continued from the end of 2004 to<br />
June <strong>2005</strong>. Many European steelworks cut back their production in order to prop up steel prices. The<br />
demand for steel weakened, stocks were still well-filled. This decline in demand coincided with still<br />
relatively high scrap steel supply, especially from Russia and the Ukraine. Scrap steel prices rose in<br />
July and August. In the months thereafter they dropped slightly to the end of <strong>2005</strong>.<br />
The reduction in the demand for scrap steel also diminished the tonnage marketed by<br />
INTERSEROH. Due to the declines in prices, activities in direct sale business, where margins are<br />
comparatively weak, were reduced in favour of warehouse business, where margins are higher. Direct<br />
sale business where margins were too low were given up completely.<br />
Due to the strong demand for also older used vehicles and the lack of harmonisation in<br />
dumping legislation in Europe (see also section 1. B), the number of car bodies in Germany dropped.<br />
Nevertheless, INTERSEROH’s processing capacities are largely being used to the full. The sites were<br />
modernised with extensive investments in shredder technology to meet the requirements of the<br />
Technical Instructions for Domestic Waste. For example, INTERSEROH Jade-Stahl in Wilhelmshaven<br />
and INTERSEROH MAB Rostock invested in a new non-ferrous metal and shredder light fraction<br />
separation plant respectively. A new fine dust filter plant was installed at INTERSEROH Evert Heeren<br />
in Leer.<br />
The tonnage of non-ferrous metals was increased.<br />
In keeping with the concentration tendencies on the buyer side, the INTERSEROH Group<br />
expanded its market position and therefore competitiveness in the steel and metal recycling segment<br />
further.<br />
The company “Franz Jungnickel” in Marktredwitz / Bavaria was bought in an asset deal. Apart<br />
from steel and metal scrap, it also recycles paper and plastics. It has been merged into INTERSEROH<br />
Franken Rohstoff GmbH, Sennfeld.<br />
The activities of the company “Serog H. Suhrbier GmbH” in Bous / Saarland were also bought<br />
in an asset deal. It will operate in future under the name of INTERSEROH Serog GmbH.<br />
The two acquisitions have further improved INTERSEROH’s coverage for the collection and<br />
processing of these materials. INTERSEROH is now ranked second among German scrap<br />
processors.<br />
On 1 July <strong>2005</strong> INTERSEROH also acquired a 70-percent interest in RHS Rohstoff Handel<br />
GmbH in Stuttgart. This has strengthened activities in the trading of non-ferrous metals even further.<br />
These three acquisitions brought a total of almost 150,000 annual tons of steel and metal<br />
scrap into the group.<br />
The subsidiary INTERSEROH Hetzel GmbH began moving from Heidelberg to the harbour in<br />
Mannheim towards the end of the year under review. The move should be complete in autumn 2006.<br />
Hetzel will then operate one of the most modern recycling plants in Germany.<br />
Due to the strong demand in Eastern Europe for old cars and relocation of labour-intensive<br />
production to these countries, the amount of scrap steel being generated there is also rising. It is<br />
therefore INTERSEROH’s strategy to increase its presence in these countries. Our associated<br />
company in Szczecin in Poland, TOM, increased its presence with four additional sites. With 10 sites,<br />
TOM is now the market leader in Western Poland. A new company was established in St. Petersburg,<br />
Russia, at the end of <strong>2005</strong>.<br />
16
Secondary raw materials 2004/<strong>2005</strong> including steel and<br />
metal recycling<br />
2004 <strong>2005</strong><br />
Total volume in t Total volume in t<br />
Wastepaper 1,119,400 1,104,900<br />
Old wood 635,400 649,700<br />
Plastics 106,100 123,900<br />
Kraft paper bags 14,800 15,800<br />
Scrap metal 109,400 134,600<br />
Scrap steel 3,650,700 3,127,600<br />
Composites 49,600 27,900<br />
Other secondary raw materials 16,700 14,100<br />
5. Investments Up<br />
The current investments for the financial year totalled EUR 28.07 million (previous year: EUR 13.64<br />
million), consisting mostly of accruals to property, plants and equipment at EUR 21.91 million<br />
(previous year: EUR 12.29 million), especially land and buildings at EUR 4.34 million, technical<br />
equipment and machinery at EUR 4.95 million and other facilities, fittings and equipment at EUR 4.66<br />
million. Advances to suppliers and investments in construction amounted to EUR 7.97 million,<br />
primarily for alterations to various sites and the construction of large mechanical plants.<br />
The accruals to intangible assets totalled EUR 3.84 million, mainly for the costs of EUR 1.57<br />
million incurred by the closing date for software that is to be introduced group-wide and goodwill of<br />
EUR 1.55 million.<br />
The accruals to at-equity participations of EUR 0.2 million resulted from the transformation of a<br />
shareholder’s loan to equity.<br />
Investments in the field of long-term financial assets mounted to EUR 2.12 million in the year<br />
under review. Contained in this amount are EUR 0.95 million as the share of a group company not yet<br />
consolidated as of 31 December <strong>2005</strong>. Also included are accruals in the field of long-term loans to<br />
affiliated and associated companies not yet consolidated and to external third parties totalling EUR<br />
1.01 million.<br />
The services and raw materials segment accounted for EUR 14.19 million of the current<br />
investments. The investments in intangible assets of EUR 1.94 million went primarily on the<br />
implementation of new software, for which advances of EUR 1.36 million were paid in <strong>2005</strong>. A total of<br />
EUR 10.44 million was invested in fixed assets. The accruals in the field of fixed assets fell mainly on<br />
advances to suppliers and investments in construction of EUR 5.47 million, of which EUR 4.89 million<br />
were spent on alterations to a site belonging to INTERSEROH Holzkontor NRW and on technical<br />
equipment and machinery as well as other facilities, fittings and equipment at EUR 3.08 million and<br />
EUR 1.84 million respectively.<br />
The accruals in the field of long-term financial assets of EUR 1.80 million comprised mainly<br />
the purchase of the shares of a subsidiary company not consolidated in <strong>2005</strong> (EUR 0.95 million), longterm<br />
loans to unconsolidated affiliated companies (EUR 0.40 million) and long-term loans to external<br />
third parties (EUR 0.38 million).<br />
The steel and metal recycling segment accounted for EUR 13.88 million. The accruals in<br />
intangible assets of EUR 1.81 million comprised mainly goodwill of EUR 1.47 million resulting from the<br />
acquisition of three metal recycling plants and the costs of EUR 0.21 million for the implementation of<br />
new software. A total of EUR 11.47 million was invested in property, plants and equipment, EUR 4.29<br />
million of which in land and buildings, EUR 1.86 million in technical equipment and machinery as well<br />
as EUR 2.82 million in other facilities, fittings and equipment. The advances to suppliers and<br />
investments in construction totalling EUR 2.50 million were spent primarily on two scrap cutters and a<br />
recycling plant.<br />
The accruals in the field of long-term financial assets of EUR 0.40 million comprised mainly<br />
long-term loans to associated companies at EUR 0.23 million.<br />
17
6. Financing Measures: Net Debt Reduced<br />
The overwhelming majority of current payment transactions and current account balances for major<br />
domestic INTERSEROH companies are concentrated in three banks operating throughout Europe.<br />
The relevant accounts are included in a cash pooling arrangement. The former Hansa companies<br />
have a separate cash pooling arrangement with the same banks as with INTERSEROH AG. The<br />
security for the cash pooling credit line is provided by INTERSEROH AG.<br />
Bank liabilities dropped in the year under review by EUR 8.26 million to EUR 33.85 million and<br />
liquid funds from EUR 31.23 million to EUR 29.48 million. The net debt of the group to banks therefore<br />
dropped by EUR 6.51 million.<br />
With equity of EUR 118.44 million, the group’s equity ratio is 37.28 percent. This capitalisation<br />
represents a very solid foundation for the further development of INTERSEROH. Future investments<br />
will be financed – as far as possible – from own funds.<br />
7. Human Resources and Social Security: Qualification Measures Improved<br />
Workforce Grows<br />
The average size of the group’s workforce over the year amounted to 1,301 (previous year: 1,254).<br />
The services and raw materials trading segment employed an average staff of 593 (previous<br />
year: 572). The number of employees was 400 (previous year: 370) and the number of industrial<br />
workers 193 (previous year: 202).<br />
An average of 707 people were employed in the steel and metal recycling segment in the<br />
financial year (previous year: 682), comprising 246 employees (previous year: 246) and 461 industrial<br />
workers (previous year: 436).<br />
Carefully Tailored Qualification Measures<br />
INTERSEROH introduced a new personnel development concept in the year under review. The<br />
concept is based on a model, with whose help necessary skills are defined and existing skills<br />
identified. In this connection INTERSEROH also subjected its evaluation system to a thorough review.<br />
This was followed by the development of further education and training plans. The purpose of these<br />
plans is to support the individual development of senior and junior management personnel so that<br />
existing and future tasks can be solved even more competently than in the past. The qualification<br />
programs of the individual subsidiaries of the INTERSEROH Group have been adapted accordingly.<br />
INTERSEROH again offered IT and other specialised seminars as well as interdisciplinary<br />
training course on subjects such as personality development and behavioural training in <strong>2005</strong>. Internal<br />
job vacancies are advertised throughout the group. With this policy INTERSEROH offers an additional<br />
opportunity for the further development of its employees.<br />
New Employee Performance System Developed<br />
To help improve the personal performance of INTERSEROH employees, interviews are held with<br />
employees in the fourth quarter of every year to agree individual objectives for the following year with<br />
the employees. In a pilot project the group developed a simplified performance system that is now<br />
available to all group companies.<br />
Clear Information for Newcomers<br />
To give new employees a quick idea of the overall group and its growth, INTERSEROH has<br />
developed a group information system, which presents the activities of the individual subsidiary<br />
companies clearly and efficiently. Its purpose is to promote transparency and inter-company<br />
cooperation. Due to the growing fields of business, the group information system is not a static<br />
instrument, but is updated regularly.<br />
Company Pension Scheme Supported<br />
Analysis of one’s own personal income and life situation is an important building block in the search<br />
for suitable retirement pension possibilities. The INTERSEROH Group has made arrangements so<br />
that its employees can have such an analysis performed by qualified consultants. INTERSEROH<br />
supports the selected insurance products with an employer contribution of 10 percent. Around 20<br />
percent of the workforce have already made use of this opportunity.<br />
18
INTERSEROH Wins Top Job Third Time Running<br />
ISD INTERSEROH Dienstleistungs GmbH took part in the project Top Job for the third time. This<br />
competition looks for the best employers in Germany once a year. INTERSEROH was counted among<br />
these employers for the third time in succession.<br />
Social Commitment Continued<br />
During the First Cologne Volunteer Day in September 2003 INTERSEROH committed itself to a<br />
lifelong partnership with a Cologne orphanage, which involves regular participation by INTERSEROH<br />
employees and was continued in the year under review. INTERSEROH again also supported the<br />
activities of the association Diagnose Leukämie e.V., which works to promote the healing of children<br />
suffering from leukaemia.<br />
8. Environmental Protection is an Integral Part of Our <strong>Business</strong><br />
The term “closed loop economy” conveys a concrete promise for sustainable use of natural resources<br />
in production and consumption and has become a guiding principle. Sustainability is an integral<br />
component of INTERSEROH’s philosophy. By closing recycling loops, the group generates streams of<br />
raw materials to supply industry. In this way INTERSEROH makes a valuable contribution to the<br />
creation and development of demand for recycled raw materials and thus to the protection of natural<br />
resources. For INTERSEROH, therefore, environmental protection is not a side issue, but the object of<br />
its business activities.<br />
Like all companies, INTERSEROH is subject to international, national and regional<br />
environmental laws, ordinances and guidelines. To ensure compliance, the group’s operations are<br />
continually inspection by certification companies because almost all INTERSEROH plants are certified<br />
as specialist waste disposal companies and 95 percent already have a certified quality management<br />
system in place.<br />
To meet the requirements of the Old Auto Ordinance and Technical Instructions for Domestic<br />
Waste and its implicit ban on dumping of untreated organic wastes, numerous plants have been<br />
installed at the group’s scrap yards for further separation of the so-called shredder light fraction (e.g.<br />
plastics, foamed materials, rubber). As a result of this, even greater proportions of old cars are<br />
returned to the material cycle – protecting scarce raw material resources and minimising the amount<br />
of waste that has to be disposed of.<br />
9. Marketing and Advertising: New Marketing Campaign Launched<br />
INTERSEROH launched a selective marketing campaign to support the sales activities for the Dual<br />
System INTERSEROH (DSI). Advertisements were placed in various publications, whose target<br />
readership are potential DSI customers, since late summer <strong>2005</strong>. At the centre of the campaign, which<br />
was supported by multi-stage mailing campaigns and the work of a call centre, stood the world’s<br />
largest food and beverage fair “anuga” in Cologne. INTERSEROH also participated in the anuga from<br />
8 to 12 October <strong>2005</strong> with its own exhibition booth, which also covered the INTERSEROH deposit<br />
system and INTERSEROH self-disposal system. In this way a few hundred promising talks with<br />
representatives from the target group in the food industry were held.<br />
INTERSEROH also exhibited at other important trade fairs in <strong>2005</strong>. At the Paperworld in<br />
Frankfurt in January INTERSEROH presented not only the traditional service of recycling of transport<br />
packaging, but also the modus operandi for the collection of empty ink and toner cartridges and its<br />
know-how in all questions concerning the recycling of old electrical and electronic equipment. At the<br />
Interpack in Düsseldorf in April INTERSEROH demonstrated its services for the recycling of<br />
packaging. Also in April, INTERSEROH was present with a large exhibit at the International Trade Fair<br />
for Water, Sewage, Refuse, Recycling (IFAT), one of the leading environment fairs worldwide.<br />
Numerous talks were held with private and municipal waste management companies at this industry<br />
meeting. In addition to these trade fairs, INTERSEROH was also present at important branch fairs of<br />
its individual business segments.<br />
The third, and for the time being last, INTERSEROH information event on implementation of<br />
the European WEEE directive and German law on old electrical and electronic equipment took place<br />
on 28 February <strong>2005</strong>. The conference focussed on concretisation of the future recycling of old<br />
equipment as a result of the law in Germany, implementation of the directive in the other member<br />
states of the European Union and the resultant organisational possibilities. INTERSEROH also<br />
presented its organisational solutions especially for the national sector.<br />
19
INTERSEROH also launched the fourth generation of its group website at the address<br />
www.interseroh.de in the past financial year. The complete redesign has made the website clearer<br />
and more user-friendly. The websites of the group and subsidiary companies were adapted to the<br />
corporate design.<br />
The information brochures and flyers for existing and potential customers were updated and<br />
new flyers produced in German and English due to the expansion in services offered by the group.<br />
10. Public Relations: Resonance in the Media Grows Further<br />
INTERSEROH held four large press conferences in the year under review. In addition to the press<br />
conference on its annual financial statements and its autumn press conference, INTERSEROH also<br />
presented itself and its new services to media representatives at the IFAT in Munich in April and its<br />
new marketing campaign for the Dual System INTERSEROH in September.<br />
Contacts to general-interest and trade media were intensified through visits to editorial offices<br />
and individual talks. They were followed by interviews and guest commentaries in the print media,<br />
radio and television. INTERSEROH also regularly issued press releases to provide up-to-date<br />
information on all important business activities. The press releases were published simultaneously on<br />
the Internet at the INTERSEROH website. INTERSEROH was mentioned in numerous articles and<br />
programs throughout the year. The regionalisation of public relations introduced in <strong>2005</strong> because of<br />
the approximately 70 INTERSEROH sites broadened the company’s presence in the media.<br />
INTERSEROH again distributed its newsletter FaxFacts to its partners in <strong>2005</strong>. The newsletter<br />
focuses on developments in environmental policy and related INTERSEROH services. Four issues of<br />
the customer magazine CIRCLE were published, each with a circulation of at least 17,000 copies.<br />
11. Investor Relations: Interest in INTERSEROH Share Grows Further<br />
The INTERSEROH AG stock was again viewed by the financial community as an attractive alternative<br />
in the year under review. Investor relations work was intensified accordingly. The INTERSEROH<br />
Management Board and IR officer held numerous one-to-one talks with analysts and institutional and<br />
potential investors from Germany, Austria, Great Britain, France and the USA in the company’s<br />
headquarters. Investor conferences and numerous road shows with the Management Board in<br />
Frankfurt, Munich and Zurich met with great interest. INTERSEROH is now regularly observed and<br />
analysed by various German financial analysts.<br />
In <strong>2005</strong> private investors also increasingly made use of the possibility of approaching the IR<br />
officer directly with their questions.<br />
In November INTERSEROH participated in the Cologne Stock Forum organised by the<br />
German investor protection association Schutzvereinigung für Wertpaperbesitz e.V. (DSW) and<br />
Cologne-based Börsenverein e.V. In this event German and international public stock corporations<br />
give private investors an opportunity to inform themselves from sources otherwise open only to<br />
institutional investors and analysts. INTERSEROH AG invited the private shareholders known to it to<br />
this event.<br />
INTERSEROH authorised a new designated sponsor with effect from 1 May <strong>2005</strong>.<br />
All the items on the agenda for the ordinary general shareholders’ meeting in June <strong>2005</strong> were<br />
adopted with a large majority. The ordinary general shareholders’ meeting for 2006 will be held in<br />
Cologne on 22 June.<br />
The press conference convened to present the annual financial statements reported on the<br />
economic development of the INTERSEROH Group. INTERSEROH informed the public about the<br />
economic development of the company in the individual quarters of the year in press releases.<br />
Analysts, institutional and private investors also received this information in the form of shareholder<br />
letters. The information was also published simultaneously on the Internet at the INTERSEROH<br />
website.<br />
In the course of the website facelift the category “Investor Relations” was revised completely<br />
and expanded to include further information.<br />
On 25 November <strong>2005</strong> the Management Board of INTERSEROH AG was notified that the<br />
company Praetorium 61. VV GmbH had decided to offer to buy the ordinary bearer shares of<br />
INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen without par value from the<br />
shareholders of INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen in a public<br />
takeover bid against payment of a purchase price of EUR 26.60 per ordinary share. Praetorium 61. VV<br />
GmbH, in future Isabell Finance Vermögensverwaltungs GmbH, is a company in the ALBA Group.<br />
20
Praetorium 61. VV GmbH currently holds 25.75 percent of the shares in INTERSEROH<br />
Aktiengesellschaft zur Verwertung von Sekundärrohstoffen.<br />
Security type: Domestic share, bearer share<br />
Quoted: Regulated markets in Frankfurt, Düsseldorf and XETRA trading; regulated unofficial markets<br />
in Stuttgart, Munich, Hamburg and Berlin-Bremen<br />
Financial year: 31.12.<br />
Notifiable shareholders: Praetorium 61. VV GmbH (25.75%)<br />
Float: 74.25%<br />
Par value: EUR 2.60<br />
Shares: 9.84 million<br />
Bloomberg code: ITS.ETR<br />
Reuters code: INSG.de<br />
ISIN: DE0006209901<br />
German securities identification number: 620990<br />
PRICE AND TURNOVER STATISTICS<br />
IN EUROS<br />
XETRA<br />
FRANKFURT<br />
Highest variable price 29.32 31.00<br />
Lowest variable price 17.10 16.60<br />
Spread 52.64 % 60.50 %<br />
Opening price 1 st day of trading 17.10 17.25<br />
Closing price 27.60 27.41<br />
Performance 61.40 % 58.90 %<br />
12. Dividend Yield 3.14 Percent<br />
Based on INTERSEROH AG’s retained earnings of EUR 8,462,400, the Management Board is able to<br />
propose a dividend of EUR 0.86 per individual share certificate for the past financial year to the<br />
Supervisory Board and general shareholders’ meeting (previous year: EUR 0.86). Related to the<br />
closing price of EUR 27.41 at the Frankfurt Stock Exchange at the end of December <strong>2005</strong>, the<br />
dividend yield amounted to 3.14 percent.<br />
13. INTERSEROH Identifies with Corporate Governance<br />
Good corporate governance comprises all the principles for responsible and best-possible<br />
management practice and corporate control by generally accepted values. It pursues the object of<br />
communicating reliability, securing the confidence of shareholders, business partners, staff and<br />
general public and influencing the intrinsic value of the company positively over the long term by way<br />
of exemplary conduct.<br />
Shareholder rights, the quality of the Supervisory Board and the guarantee of reasonable<br />
transparency are all important components of a value-orientated corporate philosophy. In addition to<br />
them and the complete internal organisational structure, including the company’s risk management,<br />
the German Corporate Governance Code (DCGK) was adopted on 26 February 2002, with whose<br />
recommendations and ideas the Management Board and Supervisory Board overwhelmingly identify.<br />
The aims of keeping the company in good shape, to which the Supervisory Board and<br />
Management Board of INTERSEROH AG are committed, were pursued vigorously by the boards in<br />
the past. They are codified to a large part in applicable laws, the company’s bylaws and in the rules of<br />
procedure of the INTERSEROH Group.<br />
Within the INTERSEROH Group, only INTERSEROH AG writes a governance report. There is<br />
no such obligation for other companies in the group. INTERSEROH AG has not set up any own<br />
corporate governance principles.<br />
Shareholders and the General Shareholders’ Meeting<br />
For INTERSEROH, guaranteeing shareholder rights and holding a shareholders’ meeting that is<br />
orientated towards the shareholders, with the possibility of permanent voting by proxy, as an annual<br />
21
forum for direct contact with the Management Board and Supervisory Board are enduring components<br />
of business management.<br />
Due to a lack of interest, broadcasting of the general shareholders’ meeting via the Internet is<br />
currently not planned.<br />
Management Board and Supervisory Board<br />
The Management Board and Supervisory Board continuously work together closely for the well-being<br />
of INTERSEROH. The full Supervisory Board, the Chairman’s Committee, the Personnel Committee<br />
and the Audit Committee meet regularly or when required. Regarding the frequency of meetings,<br />
reference is made to the <strong>Report</strong> of the Supervisory Board. The Audit Committee is chaired by neither<br />
the Chairman of the Supervisory Board nor a former member of the Management Board of the<br />
company. The Supervisory Board also deliberates when necessary without the Management Board.<br />
Following the voluntary public takeover bid by Isabell Finance Vermögensverwaltung GmbH<br />
on 5 January 2006, the Management Board did not convene an extraordinary general shareholders’<br />
meeting for discussion or resolution on legal measures. According to the joint statement of the<br />
Management Board and Supervisory Board on 17 January 2006 pursuant to § 27 of the German<br />
Securities Acquisition and Takeover Act, there is no additional need for information or resolutions by<br />
the general shareholders’ meeting.<br />
INTERSEROH AG does not use stock option programmes or similar securities-orientated<br />
incentive systems. The variable compensation of the Management Board does not contain stock<br />
options or comparable arrangements.<br />
Transparency, Submission of Accounts and Auditing<br />
In addition to the possibility of direct contact with the company at any time, INTERSEROH also<br />
continually publishes information on important developments in the group on the Internet at the<br />
address www.interseroh.de.<br />
A portrait of the company as well as its annual reports, quarterly reports and information on<br />
certain services are also available there in English.<br />
The annual financial statements are prepared both in accordance with the German<br />
Commercial Code and the consolidated financial statements also in accordance with the International<br />
Financial <strong>Report</strong>ing Standards (IFRS). The external audit including priority audits are conducted by<br />
KPMG Deutsche Treuhand-Gesellschaft Wirtschaftsprüfungsgesellschaft in Cologne.<br />
The shares in the company and related financial instruments owned by the members of the<br />
Management and Supervisory Boards are listed in the annex. According to this list, the Supervisory<br />
Board Chairman Dr. Axel Schweitzer and the Supervisory Board member Dr. Eric Schweitzer together<br />
hold a voting share of 25.75 percent in INTERSEROH AG. The voting rights are attributable to both<br />
gentlemen according to § 22, Par. 1, No. 1 Securities Trading Act.<br />
Deviations<br />
Where the group deviated or deviates from the recommendations of the DCGK in isolated cases, this<br />
is stated in the declarations of compliance by the Management Board and Supervisory Board of<br />
INTERSEROH AG. They can be called up on the Internet at http://www.interseroh.de/Investor-<br />
Relations.<br />
14. Major Transactions in the Financial Year<br />
Apart from the business development in the services and raw materials trading and steel and metal<br />
recycling segments already described, the following transactions in the year under review must also<br />
be mentioned.<br />
Acquisition of Companies<br />
ISD INTERSEROH Dienstleistungs GmbH acquired the companies DPK Deutsche Pfandkonzept,<br />
Cologne, and Westpfand Clearing GmbH, Cologne, completely with economic effect from 1 January<br />
<strong>2005</strong>. DPK was merged into Westpfand. The company operates as INTERSEROH Pfand-System<br />
GmbH, Cologne.<br />
INTERSEROH RSH Recycling-Stahl-Handel acquired INTERSEROH RSH Sweden, Göteborg<br />
/ Sweden, effective from 30 November <strong>2005</strong>.<br />
Sale of Companies<br />
INTERSEROH France S.A.S., Paris / France, sold SUD Papier International S.A., Mello / France, with<br />
effect from 22 December <strong>2005</strong>.<br />
22
Formation of New Companies<br />
Formation and registration of INTERSEROH d.o.o., Croatia, was completed on 4 May <strong>2005</strong>.<br />
Assignment<br />
ISD INTERSEROH Dienstleistungs GmbH transferred its operations in paper and plastic raw materials<br />
trading to ISR INTERSEROH Rohstoffe GmbH, Cologne, with legal effect from 1 January <strong>2005</strong> and<br />
operational effect from 1 July <strong>2005</strong>.<br />
Renaming of Companies<br />
The French company INTERSEROH CDI S.A.S. has been operating under the name of<br />
INTERSEROH France S.A.S. since 1 September <strong>2005</strong>.<br />
Management Board<br />
Michael Mevissen, responsible for the services and raw materials trading segment, left the<br />
Management Board of INTERSEROH AG on 30 June <strong>2005</strong>. He was succeeded by Roland Stroese on<br />
8 October <strong>2005</strong>.<br />
Conversion to SAP<br />
In order to standardise the financial accounting and controlling software used in the group and to<br />
simplify reporting, the complete financial accounting and cost accounting including fixed asset<br />
accounting in the subsidiaries of the INTERSEROH Group are being converted to SAP successively<br />
beginning with the current financial year. This process will prospectively be completed in October<br />
2006. The higher level of automation in reporting will enable better and sooner compliance with the<br />
stricter requirements resulting from the change to application of the International Financial <strong>Report</strong>ing<br />
Standards (IFRS). The related effects will be cost savings, higher efficiency and better quality.<br />
15. Total Return on Capital Employed as Management Instrument<br />
The Management Board of INTERSEROH AG stipulates the strategy for the corporate divisions and<br />
group subsidiaries and manages their business. The management system aims at a reasonable return<br />
on capital employed. This applies to both equity and debt capital. To meet this goal, the main<br />
management parameter for group companies is the total return on capital employed. This is defined in<br />
the group as the ratio of EBIT to total capital.<br />
In addition to this, the discounted cash flow method is used to valuate investments, both in<br />
financial and fixed assets. The future payments surpluses are discounted with the help of the weighted<br />
capital costs on the valuation date. Together with a required minimum return and a minimum<br />
amortisation period, the cash values achieved by every single investment should secure and expand<br />
the total return on capital employed of the group.<br />
Due to the volatility of raw material prices, the return on sales often named in other groups is<br />
not a telling parameter for the INTERSEROH Group as a total entity.<br />
23
C. PRESENTATION AND EXPLANATION OF THE EARNINGS AND FINANCIAL POSITION AND<br />
KEY CONSOLIDATED RATIOS<br />
1. Earnings Position<br />
EUR<br />
million %<br />
<strong>2005</strong> 2004 Change<br />
EUR<br />
million %<br />
EUR<br />
million<br />
Turnover 946.91 101.8 1,040.15 98.1 -93.24<br />
Increase/Decrease in inventories -17.09 -1.8 20.68 1.9 -37.77<br />
Total performance 929.82 100.0 1,060.83 100.0 -131.01<br />
Cost of materials -763.45 -82.1 -876.31 -82.6 112.86<br />
Gross profit 166.36 17.9 184.52 17.4 -18.16<br />
Other operating income 5.55 0.6 3.95 0.4 1.60<br />
Operating income 171.91 18.5 188.47 17.8 -16.55<br />
Personnel expenses -64.82 -7.0 -64.66 -6.1 -0.15<br />
Scheduled depreciation -11.49 -1.2 -11.79 -1.1 0.30<br />
Operating and administrative expenses -41.35 -4.4 -41.65 -3.9 0.30<br />
Selling expenses -27.52 -3.0 -23.79 -2.2 -3.73<br />
Non profit related taxes -1.27 -0.1 -1.51 -0.1 0.24<br />
-146.45 -15.8 -143.41 -13.5 -3.04<br />
Operating result 25.46 2.7 45.06 4.2 -19.59<br />
Investment result 0.97 0.1 2.56 0.2 -1.58<br />
Interest result -2.88 -0.3 -4.33 -0.4 1.45<br />
Other financial result 0.09 0.0 0.10 0.0 -0.01<br />
Result from ordinary operations 23.64 2.5 43.38 4.1 -19.73<br />
Extraordinary depreciation -1.18 -0.36 -0.82<br />
Results relating to other periods 7.39 1.72 5.67<br />
Earnings before taxes 29.85 44.73 -14.89<br />
Taxes on income -10.88 -15.13 4.25<br />
Consolidated net income 18.97 29.60 -10.63<br />
Profit/Loss for other shareholders -0.52 -0.21 -0.31<br />
Consolidated unappropriated net<br />
income 18.44 29.39 -10.95<br />
Turnover dropped by 8.9 percentage points (EUR 93.24 million) in the past financial year. The main<br />
reason for this decline in turnover is the drop in raw material volumes in the steel and metal recycling<br />
segment compared to the previous year.<br />
The selling expenses rose by 15.7 percentage points (EUR 3.73 million) compared to the<br />
previous year. The main reason for this was increased expenditure on transport and storage as well<br />
as on advertising.<br />
The results relating to other periods rose compared to the previous year primarily due to<br />
increased use of provisions and use of value adjustments on receivables.<br />
The taxes on income dropped by an absolute sum of EUR 4.25 million due to the lower net<br />
group result compared to the previous year. The tax rate rose by 2.6 percent to 36.4 percent.<br />
24
2. Financial Position<br />
31.12.<strong>2005</strong> 31.12.2004 Change<br />
Assets EUR million % EUR million % EUR million<br />
⋅ Intangible assets 23.99 7.5 21.33 6.9 2.66<br />
⋅ Property, plants and equipment 60.23 19.0 52.71 16.9 7.52<br />
⋅ Holdings valued at equity 6.64 2.1 6.43 2.1 0.21<br />
⋅ Financial assets 4.23 1.3 4.80 1.5 -0.57<br />
⋅ Other receivables 0.44 0.1 0.16 0.1 0.28<br />
⋅ Deferred tax claims 5.79 1.8 9.05 2.9 -3.26<br />
Long-term assets 101.31 31.9 94.48 30.3 6.83<br />
⋅ Inventories 37.97 11.9 42.47 13.6 -4.50<br />
⋅ Trade accounts receivable 126.91 39.9 132.13 42.4 -5.23<br />
⋅ Financial assets 1.95 0.6 0.27 0.1 1.68<br />
⋅ Other receivables 10.11 3.2 8.20 2.6 1.91<br />
⋅ Current income tax claims 10.01 3.2 2.66 0.9 7.35<br />
⋅ Liquid assets 29.48 9.3 31.23 10.0 -1.75<br />
Short-term assets 216.43 68.1 216.97 69.7 -0.54<br />
317.74 100.0 311.45 100.0 6.29<br />
31.12.<strong>2005</strong> 31.12.2004 Change<br />
Passiva EUR million % EUR million % EUR million<br />
⋅ Subscribed capital 25.58 8.1 25.58 8.2 0.00<br />
⋅ Reserves 91.08 28.7 80.97 26.0 10.11<br />
⋅ Share of equity attributable to the<br />
shareholders of INTERSEROH AG 116.66 36.7 106.55 34.2 10.11<br />
⋅ Minority interests 1.78 0.6 0.54 0.2 1.24<br />
Shareholders’ equity 118.44 37.3 107.09 34.4 11.35<br />
⋅ Provisions for pensions 20.12 6.3 20.20 6.5 -0.08<br />
⋅ Other long-term provisions 3.43 1.1 5.46 1.8 -2.03<br />
⋅ Deferred tax liabilities 2.87 0.9 3.66 1.2 -0.79<br />
⋅ Financial liabilities 17.32 5.5 32.73 10.5 -15.41<br />
⋅ Other long-term liabilities 0.76 0.2 2.61 0.8 -1.85<br />
Long-term debt 44.49 14.0 64.66 20.8 -20.17<br />
⋅ Provisions 3.74 1.2 3.71 1.2 0.03<br />
⋅ Current income tax liabilities 4.64 1.5 6.70 2.2 -2.06<br />
⋅ Financial liabilities 27.72 8.7 15.43 5.0 12.29<br />
⋅ Trade accounts payable 97.74 30.8 91.00 29.2 6.74<br />
⋅ Other short-term liabilities 20.97 6.6 22.86 7.3 -1.89<br />
Short-term debt 154.80 48.7 139.70 44.9 15.10<br />
317.74 100.0 311.45 100.0 6.29<br />
The total assets of the group rose by EUR 6.29 million (2.0 percent) to EUR 317.74 million in <strong>2005</strong>.<br />
The long-term assets grew by EUR 6.83 million mainly due to the high investments in fixed<br />
assets (EUR 21.91 million).<br />
The changes in short-term assets of EUR 0.54 million can be attributed to two opposing<br />
effects. Whereas inventories and trade accounts receivable in particular fell by EUR 4.5 million and<br />
EUR 5.23 million respectively – primarily due to a drop in turnover in the steel and metal recycling<br />
segment – income tax claims rose by EUR 7.35 million.<br />
The equity ratio in the group improved by 2.9 percentage points from 34.4 percent in 2004 to<br />
37.3 percent in <strong>2005</strong>.<br />
The changes in debt capital can be attributed mainly to changes in the field of long and shortterm<br />
financial liabilities. While long-term financial liabilities fell by EUR 15.41 million, short-term<br />
financial liabilities rose by EUR 12.29 million. The changes in long and short-term financial liabilities<br />
25
esult from the restructuring from long-term bank loans to short-term loans and the resultant<br />
repayments and new short-term bank loans.<br />
The trade accounts payable rose by 7.4 percentage points (EUR 6.74 million) compared to<br />
the previous year, mainly due to the increase in liabilities from contracts in the services and raw<br />
materials trading segment.<br />
26
3. Key Consolidated Ratios in %<br />
Balance Sheet Ratios Definition<br />
<strong>2005</strong> 2004<br />
- Intensity of property, plants Property, plants and equipment according to balance<br />
and equipment<br />
sheet x 100/total assets 19.0 16.9<br />
- Inventory turnover Turnover according to income statement/inventories<br />
according to balance sheet 24.9 24.5<br />
- Turnover of accounts Turnover according to income statement/trade<br />
receivable<br />
accounts receivable according to balance sheet 7.5 7.9<br />
- Equity ratio Shareholders’ equity according to balance sheet x<br />
100/total assets 37.3 34.4<br />
Earnings Ratios Definition<br />
- Return on sales Earnings before interest and taxes according to<br />
income statement x 100/turnover according to income<br />
statement 3.6 4.8<br />
- Return on equity Earnings after tax according to income statement x<br />
100/equity according to balance sheet 16.0 27.6<br />
- Return on capital employed Earnings before interest and taxes according to<br />
income statement x 100/total assets 10.7 16.0<br />
- Return on investment (ROI) Operating result according to earnings position x<br />
100/(assets less financial assets) 8.3 15.0<br />
- Intensity of materials Cost of materials according to income statement x<br />
100/total operating performance according to income<br />
statement 82.1 82.6<br />
- Intensity of personnel Personnel expenses according to income statement x<br />
100/total operating performance according to income<br />
statement 7.0 6.1<br />
- Financial result ratio (Investment, interest and other financial result)<br />
according to income statement x 100/earnings before<br />
taxes according to income statement -6.1 -3.8<br />
27
D. OTHER INFORMATION<br />
1. Transactions of Special Importance After the Close of the Financial Year<br />
On 5 January 2006 the company Isabell Finance Vermögensverwaltungs GmbH (formerly Praetorium<br />
61. VV GmbH) submitted a voluntary public takeover bid to the shareholders of INTERSEROH AG. All<br />
the information necessary according to law was published immediately on the website of<br />
INTERSEROH AG.<br />
2. Risk Management System Updated<br />
INTERSEROH’s risk strategy calls for avoiding, hedging or insuring specific risks. These risks are<br />
operational risks resulting from day-to-day business. The goal is not to avoid all potential risks, but to<br />
establish room for manoeuvre to enable conscious risk-taking based on comprehensive knowledge of<br />
the risks involved and the overall context of the risks.<br />
Further development of the risk management system in order to provide necessary and<br />
successful support to the segments of the INTERSEROH Group was again the goal and responsibility<br />
of group management and the segment directors in fiscal <strong>2005</strong>.<br />
Risks and Opportunities from the Market Environment<br />
The dynamic development in raw material markets worldwide with highly volatile prices in 2004<br />
continued as expected in fiscal <strong>2005</strong>. Price fluctuations in Germany are still driven to a large extent by<br />
developments in key markets such as the USA and Asia. This high volatility is one of the chief risks in<br />
the complete raw materials segment as well as in the steel and metal recycling segment. The<br />
developments in the Chinese economy and steel industry also play an important role. Chinese<br />
demand and the raw material markets are expected to continue their expansion. Foreign demand,<br />
therefore, continues to be the major driving force behind raw material prices.<br />
The high level of prices in the steel sector underwent adjustments in <strong>2005</strong>, to which<br />
INTERSEROH responded with a conservative inventory and sales policy. Although fluctuations in<br />
earnings could not be ruled out as a result, they could be kept at a level corresponding to plan.<br />
Paper prices hovered around almost the same level as the year before. Remedial measures<br />
by some processors, who were affected by empty order books, only had an influence on contract<br />
volumes. The prices for plastic rose again in <strong>2005</strong>, before dropping towards the end of the year. The<br />
purchase prices for old wood remained on average at the previous year’s level and were influenced by<br />
the volumes on offer. The volume of old wood available is adequate to meet the needs of the biomass<br />
power stations according to market estimates.<br />
Risks and Opportunities from the Group Environment<br />
Regarding the risks from the original services business of the group, reference is made to the reports<br />
on the individual segments and the section “Foreseeable Development, Possible Chances and<br />
Potential Risks”.<br />
Risk Management System<br />
The risk management system extends to and integrates all operational units of the group, and includes<br />
the following characterising elements:<br />
• strategic planning at segment level;<br />
• detailed short and medium-term planning at individual company level;<br />
• monthly reporting of events and developments (financial, earnings and liquidity position) for all<br />
group companies;<br />
• centralised reporting on receivables based on structure and risk potential;<br />
• assessment of price change risks (value-at-risk analysis) in all raw materials trading segments;<br />
• timely hedging of exchange rate risks;<br />
• IT coordination, management and standardisation;<br />
• coordination of insurance;<br />
• weekly status report on overall group liquidity as basis for short-term and strategic financial<br />
management;<br />
• bank ratings (non public);<br />
• investment procedures and controlling;<br />
• internal audits (assigned directly to the Chairman of the Management Board) with regular audit<br />
reports on routine and extraordinary audits;<br />
28
• organisational manual as binding guideline for all group units;<br />
• rules of procedure with defined approval requirements;<br />
• contract review;<br />
• personnel recruitment and development;<br />
• ongoing expert opinions on tax matters;<br />
• purchase coordination;<br />
• certification, quality, environmental and safety management based on certifiable criteria;<br />
• complete end-of-year audits.<br />
Individual hedging transactions are concluded for non-payment risks on current accounts, for<br />
price change risks and for liquidity risks.<br />
Trade credit insurance policies are generally taken out with the normal excesses from<br />
international insurance companies for all debtors.<br />
In the case of some non-ferrous metals a certain market price level is secured by hedging<br />
negotiable items at suitable exchanges (e.g. London Metal Exchange) if a significant risk to the<br />
planned margin could occur for the respective underlying transaction. Price change risks are also kept<br />
low with a conservative inventory and valuation policy.<br />
Group companies must hedge transactions in foreign exchange upwards of a value of EUR<br />
25,000. Foreign currency items above this limit are sold to banks directly after concluding the<br />
transaction. Adequate group liquidity is ensured at all times even under the payment flow fluctuations<br />
that exist by way of short-term investments and needs-orientated facilities at INTERSEROH’s banking<br />
partners.<br />
The responsible segment representatives (management of the core areas), acting on behalf of<br />
the expanded group of risk managers (the risk managers of the individual companies), must make<br />
quarterly assessments of risks qualifying as “existential risks”. The assessments, which relate to the<br />
core areas, must take information from day-to-day business and the overall context of the relevant<br />
markets into account. In this way INTERSEROH ensures that all risks from the environment of each<br />
operational unit can be assessed directly.<br />
The principal risks are defined as follows:<br />
1. Strategic risks – inadequate vision and strategy<br />
2. Strategic risks – inadequate integration of strategic orientation into the management of individual<br />
companies and communication<br />
3. Strategic risks – inadequate customer orientation: trading and sales (particularly steel and metal<br />
scrap)<br />
4. Strategic risks – inadequate customer orientation: services<br />
5. Risks from new acquisitions (projects/corporate acquisitions)<br />
6. Risks from customer relations – dependence on customers<br />
7. Risks from customer relations – dependence on suppliers<br />
8. Investment and financing risks<br />
These principal risks are all assigned glossaries (sub-risks), which the risk managers also use<br />
for their assessments. Together with their assessment of the principle risks, the risk managers were<br />
also asked to name and assess any new risks they have identified. No new risks were named.<br />
The probability of occurrence of the standard individual risks in <strong>2005</strong> is seen as lower in five of<br />
the eight risk categories compared to 2004 and only exceeds the “low” category slightly in one case<br />
(previous year: three cases) (Risks from customer relations – dependence on suppliers).<br />
The change results primarily from the improved estimation of the activities of INTERSEROH<br />
France S.A.S. (formerly CDI), whose situation has improved following the restructuring measures that<br />
were implemented.<br />
The values for risk effect are seen slightly higher today by the risk managers .<br />
The overall risk assessment remained unchanged in the moderate category. This estimation<br />
has not changed fundamentally since 1999, and therefore there is again no reason for short-term<br />
measures.<br />
Risk Inventory at Segment Level<br />
The risk inventory per segment was updated. The individual risks in the inventories were assigned<br />
probabilities of occurrence, potential effects on the earnings situation estimated and appropriate<br />
measures initiated.<br />
29
From a group point of view, the analysis revealed the following risk issues:<br />
• negative influences on earnings and market share in the services segment due to the ongoing<br />
consolidation in the waste disposal branch with larger, more comprehensive groups of waste<br />
disposal companies expected to form based on systems and raw materials;<br />
• reduced margins due to the intensification in competition in the field of transport packaging<br />
recycling;<br />
• low-margin new business;<br />
• short-term changes in relevant legal conditions in the field of packaging disposal and deposits on<br />
disposable packaging as well as legal rulings (regulatory risks);<br />
• high volatility in the prices for the fractions in which INTERSEROH trades;<br />
• increased competition in the steel and metal recycling segment due to large mergers;<br />
• developments in the steel-producing industry.<br />
Although the remaining risks may indeed become significant for the individual segments or<br />
units, they will not impact noticeably on the group as a whole. Risks that pose a fundamental danger<br />
to INTERSEROH in a broader sense or which threaten the very existence of the company are not<br />
apparent at the moment.<br />
3. Foreseeable Development, Possible Chances and Potential Risks: New Fields of <strong>Business</strong><br />
Unfold Their Operational Impact<br />
The estimation of the short to medium-term development of the INTERSEROH Group is based on<br />
current expectations and assumptions regarding the effects of future events and economic conditions<br />
on the operational companies.<br />
Services<br />
INTERSEROH has lost contracts with partners in two branches for which it has recycled transport<br />
packaging for many years. This will result in a drop in registration fees and raw material revenues.<br />
Due to growing competition, a significant drop in margins also had to be accepted on the extension of<br />
contracts. According to expert opinion, private consumption will grow in 2006. INTERSEROH expects<br />
the packaging volumes of its customers to remain stable.<br />
INTERSEROH will continue to acquire further self-disposal service providers in the segment of<br />
established disposal services and anticipates rising volumes and turnover in this regard.<br />
INTERSEROH is also working steadily on the development of customised solutions for new customer<br />
groups. INTERSEROH is confident it will be able to grow again in these segments. Potential risks lie in<br />
the increased price competition in the field of INTERSEROH services, which could affect profits in this<br />
segment. INTERSEROH expects a stable development in its recycling management segment with<br />
moderate growth.<br />
INTERSEROH sees growth opportunities in the current financial year and 2007 primarily in its<br />
new fields of business. Most noteworthy in this regard is the Dual System INTERSEROH (DSI) for the<br />
collection of domestic sales packaging. Following strong interest in this service among potential<br />
customers already in the year under review and conclusion of the first contracts, INTERSEROH<br />
expects a strong growth in customers as the number of rulings licensing the DSI in the individual<br />
federal states increases. However, due to the intensity of competition, the margins in this field are<br />
under pressure. A potential risk lies in the new calls for tender by Duales System Deutschland AG for<br />
waste disposal services. The current contracts run to 31 December 2006. INTERSEROH is therefore<br />
doing its utmost to obtain the outstanding rulings licensing it in the individual federal states by the time<br />
the calls for tender start in mid 2006.<br />
It is INTERSEROH’s aim to compensate the declines in earnings in the transport packaging<br />
recycling sector in part by developing higher-turnover, albeit lower-margin DSI business.<br />
The INTERSEROH deposit system is another growth field. With the elimination of the standalone<br />
solutions of the large discount stores in May 2006, a completely new market will emerge.<br />
INTERSEROH is in a position to offer all the modules necessary for the resultant services. In addition<br />
to this, the take-back obligation of the manufacturers and importers of electrical and electronic<br />
equipment has established a new service on the market. INTERSEROH also plans to generate<br />
additional turnovers and earnings in this field.<br />
The international activities will be expanded steadily especially in Eastern Europe. Operational<br />
effects are expected in the current financial year.<br />
30
Since the services segment will continue to be characterised by increasing competition in the<br />
future as well, INTERSEROH will intensify its marketing activities further.<br />
Raw Materials Trading<br />
Potential risks exist in the volatility of raw material prices. INTERSEROH’s turnover should,<br />
accordingly, also be evaluated on the basis of the level of these raw material prices.<br />
The group-wide concentration of raw material activities on ISR INTERSEROH Rohstoffe<br />
GmbH has enabled an even more efficient bundling of volumes vis-à-vis the concentration in demand<br />
on the user side.<br />
It is expected that the overheated market for plastics will continue to cool down in 2006, with<br />
prices declining sharply. The volume of EPS (polystyrene) in 2006 will depend on the economic<br />
situation.<br />
INTERSEROH plans to expand its marketing activities to generate further volumes of plastic<br />
and wastepaper. It also intends to acquire companies and/or joint ventures.<br />
The influence on the market of the additional volumes of old wood for thermal utilisation will<br />
probably continue in 2006 following the introduction of the TASi. INTERSEROH expects stable<br />
demand from the thermal utilisation plants thanks to the commissioning of new biomass-fuelled<br />
combined heating and power stations and higher availability of the plants that already exist. The<br />
derived timber products industry in currently investing vigorously to enable substitution of residual and<br />
forest wood with old wood in chip boards. This will result in additional demand for high-quality old<br />
wood.<br />
INTERSEROH plans to invest in the expansion of its wood sites in Wuppertal and Worms. To<br />
improve regional coverage throughout Germany, it plans to buy new wood sites or expand existing<br />
ones. Together with the volumes of old wood from abroad and utilisation possibilities in foreign<br />
countries, INTERSEROH aims to expand its position as European trading platform in old wood.<br />
Steel and Metal Recycling<br />
INTERSEROH expects demand for scrap steel to remain stable in the current financial year. It sees<br />
opportunities primarily in the expansion and modernisation of its sites to improve their efficiency and in<br />
the expansion of international direct sales business. In addition to this, the group strategy aims to<br />
establish a stronger presence in the Baltic states and other countries in Eastern Europe and to find<br />
suitable sites there. Increased quantities of scrap steel are being generated in these countries due to<br />
the relocation of labour-intensive production to them. The main risks lie in the high volatility of scrap<br />
prices.<br />
Risks are also seen in the ongoing concentration of the market and in the increased expansion<br />
of capacities by competitors.<br />
Since the legal regulations for environmental protection undergo continuous change, are becoming<br />
increasingly stricter and further tightening will occur due to new EU directives, investments may<br />
become necessary in the group in the future, the amount and time of which are difficult to predict.<br />
4. Research and Development<br />
Due to the fields of activity it is involved in, the INTERSEROH Group places a great deal of<br />
importance on market research and working of the market. INTERSEROH does not engage in<br />
research and development in the normal sense.<br />
31
5. Branch Offices<br />
The group has one branch office in the sense of the German Commercial Code. It is INTERSEROH-<br />
Trading, a branch office in Frankfurt of INTERSEROH Hetzel GmbH in Heidelberg.<br />
Cologne, February 2006<br />
INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />
The Management Board<br />
Dr. Werner Kook Johannes-Jürgen Albus<br />
Christian Rubach Roland Stroese<br />
32
ANNUAL FINANCIAL STATEMENTS OF THE INTERSEROH GROUP FOR FISCAL <strong>2005</strong><br />
Consolidated Balance Sheet<br />
as of 31 December <strong>2005</strong><br />
Assets Note 31.12.<strong>2005</strong> 31.12.2004<br />
EUR EUR<br />
Long-term assets<br />
Intangible assets (12) 23,985,639.32 21,330,552.16<br />
Property, plants and equipment (13) 60,230,724.70 52,709,473.67<br />
Holdings valued at equity (14) 6,637,057.95 6,430,971.75<br />
Financial assets (15) 4,228,227.76 4,800,649.13<br />
Other receivables (19) 435,761.64 157,482.61<br />
Deferred tax claims (16) 5,794,102.38 9,054,058.13<br />
101,311,513.75 94,483,187.45<br />
Short-term assets<br />
Inventories (17) 37,968,808.34 42,472,215.45<br />
Trade accounts receivable (18) 126,905,787.91 132,131,005.39<br />
Financial assets (15) 1,954,516.24 273,820.10<br />
Other receivables (19) 10,114,026.95 8,200,042.03<br />
Current income tax claims (19) 10,011,019.46 2,664,026.46<br />
Cash and cash equivalents (20) 29,475,494.96 31,228,983.53<br />
216,429,653.86 216,970,092.96<br />
317,741,167.61 311,453,280.41<br />
Liabilities Note 31.12.<strong>2005</strong> 31.12.<strong>2005</strong> 31.12.2004 31.12.2004<br />
EUR EUR EUR EUR<br />
Equity<br />
Share of equity attributable to the<br />
shareholders of the parent<br />
company<br />
Subscribed capital (21) 25,584,000.00 25,584,000.00<br />
Reserves (22) 91,081,294.62 116,665,294.62 80,965,301.57 106,549,301.57<br />
Minority interests 1,778,721.67 537,878.46<br />
118,444,016.29 107,087,180.03<br />
Debt<br />
Long-term debt<br />
Provisions for pensions and similar<br />
liabilities (23) 20,118,490.62 20,202,554.00<br />
Other long-term provisions (24) 3,426,815.76 5,464,021.10<br />
Deferred tax liabilities (16) 2,868,873.14 3,664,879.67<br />
Financial liabilities (25) 17,317,018.64 32,725,324.04<br />
Other liabilities (27) 761,641.46 44,492,839.62 2,612,172.13 64,668,950.94<br />
Short-term debt<br />
Provisions (24) 3,741,861.79 3,710,931.62<br />
Current income tax liabilities (27) 4,638,332.67 6,701,169.61<br />
Financial liabilities (25) 27,720,693.24 15,428,157.60<br />
Trade accounts payable (26) 97,736,055.77 91,001,212.50<br />
Other liabilities (27) 20,967,368.23 154,804,311.70 22,855,678.11 139,697,149.44<br />
199,297,151.32 204,366,100.38<br />
317,741,167.61 311,453,280.41<br />
33
Consolidated Income Statement<br />
for the Period from 1 January to 31 December <strong>2005</strong><br />
Note <strong>2005</strong> 2004<br />
EUR EUR<br />
1. Turnover (1) 946,908,637.21 1,040,152,766.97<br />
2. Decrease (previous year: increase) in inventories of<br />
finished goods and work in progress (2) -17,093,605.33 20,676,898.31<br />
3. Other operating income (3) 17,426,827.30 12,450,600.97<br />
4. Cost of materials (4) 763,453,319.29 876,310,319.05<br />
5. Personnel expenses (5) 64,817,643.13 64,662,761.98<br />
6. Depreciation on intangible assets and property, plants and<br />
equipment (6) 12,280,256.74 11,794,868.38<br />
7. Other operating expenses (7) 74,626,879.77 73,739,776.75<br />
8. Result from investment in associated companies (8) 868,461.79 2,486,002.31<br />
9. Financial earnings (8) 1,149,375.99 1,072,393.47<br />
10. Financial expenses (8) 4,231,417.79 5,597,631.95<br />
11. Earnings before taxes 29,850,180.24 44,733,303.92<br />
12. Taxes on income and earnings (9) 10,882,370.11 15,134,418.34<br />
13. Consolidated net income 18,967,810.13 29,598,885.58<br />
14. Profit/Loss for other shareholders (10) -522,679.60 -211,137.64<br />
15. Consolidated unappropriated net income 18,445,130.53 29,387,747.94<br />
16. Basic earnings per share 1 (11) 1.87 2.99<br />
1 There were no dilutive effects.<br />
34
CONSOLIDATED NOTES FOR THE FINANCIAL YEAR <strong>2005</strong><br />
Explanation of the Principles and Methods Applied for the Consolidated Financial Statements<br />
I. General Information<br />
The INTERSEROH Group is one of the leading service providers and raw material companies in<br />
Europe. The business activities of the group can be divided into the segments of services and raw<br />
materials trading as well as steel and metal recycling. As service provider INTERSEROH organises<br />
recycling processes and as supplier supplies the paper, steel, plastics and derived timber product<br />
industries as well as biomass power stations with more than five million tons of secondary raw<br />
materials a year.<br />
As a company listed on the stock exchange, INTERSEROH Aktiengesellschaft zur Verwertung<br />
von Sekundärrohstoffen, Cologne, (hereinafter called “INTERSEROH AG” or “parent company”) must<br />
according to Article 4 of the Regulation (EC) No. 1606/2002 of the European Parliament and of the<br />
Council of 19 July 2002 on the application of international accounting standards (Official Journal of the<br />
European Communities No. L 243, p. 1) prepare its consolidated financial statements for the financial<br />
year <strong>2005</strong> according to the International Financial <strong>Report</strong>ing Standards (IFRS) adopted by the<br />
European Union for the first time; the IFRS consolidated opening balance was prepared on 1 January<br />
2004 (date of the changeover to IFRS according to IFRS 1, First-time Application of International<br />
Financial <strong>Report</strong>ing Standards).<br />
The consolidated financial statements have been prepared pursuant to § 315a German<br />
Commercial Code (HGB) according to the regulations of the accounting rules valid on the closing date<br />
in accordance with the International Financial <strong>Report</strong>ing Standards (IFRS) adopted by the EU and the<br />
interpretations of the International Accounting Standards Board (IASB) in London. It complies with the<br />
directives of the European Union on consolidated accounts (Directive 83/349/EEC) and comprises the<br />
annual financial statements of INTERSEROH AG and its subsidiaries.<br />
The previous year’s values for assets and liabilities were stated and valued in compliance with<br />
IFRS 1 according to those IFRS that must be observed obligatorily on 31 December <strong>2005</strong>, the date<br />
the consolidated financial statements were prepared according to IFRS for the first time.<br />
The resultant differences in the assets and liabilities to the book values in the HGB<br />
consolidated balance sheet as of 31 December 2003 were included as equity without influence on net<br />
income at the time of the changeover to IFRS.<br />
The Consolidated Notes also contain the information required according to the German<br />
Commercial Code (HGB).<br />
II. Consolidated Companies<br />
Apart from INTERSEROH AG, the consolidated financial statements as of the closing date also<br />
include a total of 25 inland and three foreign subsidiaries by way of full consolidation. The fully<br />
consolidated companies fulfil the requirement that INTERSEROH AG directly or indirectly holds the<br />
majority of voting rights in them. Four companies left the group of consolidated companies in the<br />
financial year. One French and one Belgian subsidiary were sold. The two Belgian companies were<br />
deconsolidated due to their resultant insignificance. Two companies inactive in the previous year and<br />
therefore not consolidated then were added to the group of consolidated companies. The business<br />
field “raw materials trading” was transferred from ISD INTERSEROH Dienstleistungs GmbH, Cologne,<br />
to one of these new companies, ISR INTERSEROH Rohstoffe GmbH, Cologne, with economic effect<br />
on 1 January <strong>2005</strong>. The other company acquired the business activities of SEROG-Sekundär-<br />
Rohstoff-Gewinnung H. Suhrbier GmbH, Bous, with economic effect from 1 June <strong>2005</strong> and will in<br />
future operate as INTERSEROH SEROG GmbH, Bous. Seventy percent of the shares in RHS<br />
Rohstoff Handel GmbH, Stuttgart, were also acquired with economic effect from 1 July <strong>2005</strong>. In<br />
addition to this, an already fully consolidated subsidiary acquired the business operations of the sole<br />
proprietorship Franz Jungnickel, Marktredwitz, in an asset deal. The effects of these acquisitions on<br />
the financial, earnings and liquidity position and the payment flows of the group are not of significant<br />
importance.<br />
The consolidated financial statements of INTERSEROH AG include – as in the previous year<br />
– five companies (four inland and one foreign company) at equity.<br />
35
Forty-six companies, which – also together – are of subordinate significance to the financial,<br />
earnings and liquidity position and the payment flows of the group, were not included in the<br />
consolidated financial statements.<br />
The consolidated companies included by way of full consolidation or at equity are indicated in<br />
the list of shareholdings attached to these Notes. The list also indicates the subsidiaries that were not<br />
included due to their subordinate importance insofar as their size or the interest held in them directly<br />
or indirectly makes this seem appropriate.<br />
Below is a summary of the change in the group of consolidated companies in the financial year.<br />
Number of companies Fully<br />
consolidated<br />
Valued at<br />
equity<br />
Not included due to insignificance<br />
Interest<br />
>50%<br />
Interest<br />
>20%
Current cash in banks or bank liabilities are converted with the buying exchange rate on the<br />
closing date and other foreign currency sums with the rate on the transaction date. Insofar as the<br />
exchange rate on the closing date is lower for receivables or higher for liabilities, the foreign currency<br />
value is shown converted with the rate on the closing date. Resultant currency conversion differences<br />
are included in the group income statement with effect on net income.<br />
The consolidated financial statements are prepared in euros. The sums are – with the<br />
exception of the consolidated balance sheet and consolidated income statement – shown in million<br />
euros rounded up to two decimal places. Rounding differences to the unrounded sums occurred in<br />
individual cases.<br />
The balance sheets and income statements of all foreign subsidiaries included in the<br />
consolidated financial statements by way of full consolidation are also prepared in euros.<br />
Only one associated company prepares its annual financial statements in Polish zloty. The<br />
sums incorporated in the consolidated financial statements are converted pursuant to IAS 21 (The<br />
Effects of Changes in Foreign Exchange Rates) to euros by the functional currency concept.<br />
The following rates were used as a basis:<br />
1 euro<br />
Closing date rate Average rate<br />
<strong>2005</strong> 2004 <strong>2005</strong> 2004<br />
Poland PLN 3.86343 4.08518 4.02880 4.088305<br />
The currency differences resulting from the conversion of the proportionate equity are shown in the<br />
equity of the group without influence on net income.<br />
V. Accounting and Valuation Methods<br />
The annual financial statements of the fully consolidated companies have generally been prepared in<br />
accordance with standardised accounting and valuation methods. The methods and valuation rules<br />
applied by the parent company are also observed by the subsidiaries. There were generally no<br />
changes to the accounting and valuation methods between the IFRS opening date (1 January 2004)<br />
and either 31 December 2004 or 31 December <strong>2005</strong>.<br />
Unlike the consolidated financial statements as of 1 January 2004, some short-term liabilities<br />
from contracts in the services segment have been shown gross since 31 December 2004, i.e.<br />
including turnover tax. By the same token the associated receivables from deferrals and accruals have<br />
also been shown gross since 31 December 2004.<br />
To improve clarity, individual items in the income statement and balance sheet have been<br />
grouped together. They are explained in the Notes. In accordance with IAS 1 (Presentation of<br />
Financial Statements), the balance sheet distinguishes between long and short-term assets and<br />
between long and short-term debts. Short-term assets and debts are assets and debts that are<br />
realised or eliminated respectively within a year.<br />
The consolidated financial statements were prepared on the basis of historical acquisition and<br />
production costs except for the derivative financial instruments, which were valued at their fair value.<br />
Intangible assets are generally valued at acquisition cost less scheduled depreciation over<br />
their respective periods of use. With the exception of goodwill with unlimited periods of use, intangible<br />
assets are depreciated linearly over a period of two to15 years. Extraordinary depreciations are<br />
effected when this is deemed appropriate in the course of the impairment tests performed at least<br />
annually. When the reasons for extraordinary depreciations disappear, corresponding appreciations<br />
are – with the exception of goodwill – effected, which may not exceed the updated book values.<br />
In accordance with the option codified in IFRS 1, the goodwill from acquisitions before 1<br />
January 2004 is updated according to previous law. This means the scheduled and extraordinary<br />
depreciations effected in earlier periods are kept and goodwill netted out with equity without influence<br />
on net income is not subsequently capitalised.<br />
Property, plants and equipment are valued at acquisition or production cost less<br />
accumulated depreciation and scheduled depreciation in the financial year. Interest on debt capital is<br />
not capitalised.<br />
Rented or leased intangible assets and property, plants and equipment, which according<br />
to the requirements of IAS 17 (Leases) must be deemed economically as fixed asset acquisitions with<br />
long-term financing (finance-leasing), are stated in the balance sheet at the time of commencement of<br />
37
the contract at the cash values of the minimum leasing payments taking one-off payments into<br />
consideration or at the lower fair values. They are written off by scheduled depreciation over their<br />
normal period of economic use. If later transfer of ownership of the leased object is uncertain, the term<br />
of the leasing contract is used as basis insofar as it is shorter. The payment obligations resulting from<br />
the future leasing instalments are stated as financial liabilities.<br />
The obligations to return the property to its original condition are included in the acquisition or<br />
production costs of the asset concerned at the amount of the discounted performance sum and written<br />
off linearly as scheduled depreciation over the normal period of use of the asset. The expected<br />
liabilities are shown as provisions.<br />
The costs for the repair of property, plants and equipment are generally netted out with effect<br />
on net income. They are only capitalised if the costs result in an addition or significant improvement to<br />
the respective asset.<br />
The immovable property, plants and equipment (buildings and structures) are depreciated<br />
linearly over the expected period of economic use. This also applies to movable property, plants and<br />
equipment. When determining the depreciation sums, significant residual values remaining at the end<br />
of the normal period of use are taken into consideration.<br />
The retirement of minor fixed assets in the financial year is assumed.<br />
When selling or closing down property, plants and equipment, the profit or loss from the<br />
difference between the sales proceeds and residual book value are stated under other operating<br />
income or expenses as the case may be.<br />
The scheduled depreciations are based on the following periods of use and depreciations rates<br />
standardised throughout the group:<br />
Period of use Depreciation rate<br />
Years %<br />
Land and buildings<br />
<strong>Business</strong> and factory premises and other buildings 25-50 2.00-4.00<br />
Outdoor installations 5-33 3.33-20.00<br />
Technical equipment and machinery 4-33 3.33-25.00<br />
Other facilities, fittings and equipment<br />
Vehicles 6-9 11.11-20.00<br />
Fittings, office machines and equipment 3-25 4.00-33.33<br />
Minor assets (up to EUR 410) < 1 year 100.00<br />
Extraordinary depreciations may be effected in the course of the impairment tests performed<br />
at least once a year. When the reasons for extraordinary depreciations disappear, corresponding<br />
appreciations are effected.<br />
The holdings valued at equity are initially entered with their acquisition costs and updated by<br />
the equity method. If in the course of initial consolidation of these holdings hidden reserves or liabilities<br />
were uncovered, they are – if applicable, taking the depreciations by the criteria already named into<br />
consideration – also contained in this balance sheet item.<br />
According to IAS 39 (Financial Instruments: Recognition and Measurement), financial assets<br />
must among others be differentiated between “keep to maturity” and “available for sale”. They are<br />
stated at their fair value or, if a fair value on an active market is not available and the fair value cannot<br />
be measured reliably, at their updated acquisition costs.<br />
At INTERSEROH both the long-term and the short-term financial assets are classified as<br />
“available for sale” and valued at updated acquisition costs because their fair values cannot be<br />
measured reliably.<br />
Interest-free and low-interest loans are reported in the balance sheet at cash value and the<br />
other loans at updated acquisition costs.<br />
The raw materials, supplies and merchandise reported under inventories according to IAS 2<br />
(Inventories) are valued at the lower value of average acquisition or production costs and their net<br />
sales value, i.e. the sales proceeds achievable in the normal course of business less the estimated<br />
completion and sales costs (principle of loss-free valuation). Apart from the individual costs, the<br />
production costs also include reasonable shares of the necessary fixed and variable material and<br />
production overheads insofar as they were incurred in connection with the production process. Costs<br />
for administration are taken into consideration insofar as they fall on the production section.<br />
38
According to IAS 39 (Financial Instruments: Recognition and Measurement), trade accounts<br />
receivable are classified as “loans and receivables” and stated at acquisition costs. Where there are<br />
doubts about their complete realisability, the receivables from customers are stated at their lower<br />
realisable amount. Apart from the necessary individual value adjustments, the recognisable risks from<br />
the general credit risk is accounted for by forming lump-sum value adjustments.<br />
The financial assets shown in other receivables that according to IAS 39 are classed as<br />
“loans and receivables” are value at their updated acquisition costs.<br />
The deferred tax claims and liabilities are calculated according to IAS 12 (Income Taxes).<br />
Deferred taxes are calculated firstly from the differences in time between the valuations of assets and<br />
debts in the commercial and tax balance sheet and from consolidation processes and secondly on<br />
realisable loss carry-forwards. The tax rates expected in the individual countries at the time of<br />
realisation are used as basis for calculation. These are fundamentally based on the legal regulations<br />
valid or adopted on the closing date. The municipal trade tax rate expected for the parent company is<br />
used for all the companies domiciled in Germany.<br />
Deferred taxes from loss carry-forwards are only taken into consideration when it appears<br />
adequately certain that the loss carry-forwards can indeed be used for tax purposes. The loss carryforwards<br />
usable for tax purposes are calculated by calculating the total planned EBIT for the next<br />
three years for every company. The taxes due on this total planned EBIT per company are then<br />
determined using the consolidated municipal trade tax and corporation tax rates and taking the tax<br />
loss compensation rules into consideration and compared with the municipal trade tax and corporation<br />
tax carry-forwards of the respective company. Finally the deferred taxes from loss carry-forwards are<br />
determined at individual company level taking single-entity relationships for tax purposes into<br />
consideration.<br />
In accordance with the criteria in IAS 37 (Provisions, Contingent Liabilities and Contingent<br />
Assets), where applicable also in accordance with IAS 19 (Employee Benefits), provisions are formed<br />
for uncertain liabilities when it appears probable in each case that performance of a current obligation<br />
will result in a direct outflow of resources that contain future economic benefits and the value of this<br />
obligation or performance sum can be determined reliably, also in the form of estimates. All known<br />
uncertain liabilities and risks concerning the past financial year are taken into consideration in the<br />
performance sum with the highest probability of occurrence. If the expected scope of obligation is<br />
reduced by a changed estimation, the provisions are reduced proportionately and the earnings<br />
entered as other operating income.<br />
In the case of long-term provisions the share that will only flow out after more than one year<br />
and for which a reliable estimation of the payment sums or times is possible is stated at the cash value<br />
calculated by discounting at an interest rate commensurate with the market and term.<br />
Generally all financial liabilities are stated in accordance with IAS 39 (Financial Instruments:<br />
Recognition and Measurement) at their updated acquisition costs using the effective interest method.<br />
Financial debts designated as underlying transaction within a fair value hedge are entered as liabilities<br />
at their fair value. The fair values stated for the financial debts are determined on the basis of the<br />
interest rates valid on the closing date for the corresponding remaining terms and repayment<br />
structures. Financial liabilities from finance-leasing contracts are entered as liabilities at the cash value<br />
of the future leasing instalments.<br />
The trade accounts payable are stated at their updated acquisition costs.<br />
The other liabilities are stated at their repayment value insofar as they do not concern<br />
derivative financial instruments.<br />
Derivative financial instruments are used exclusively to reduce risks. They are used within<br />
the framework of the group’s respective foreign currency regulations.<br />
All derivative financial instruments are reported in the balance sheet in accordance with IAS<br />
39 (Financial Instruments: Recognition and Measurement) at acquisition cost on first valuation and at<br />
fair value on subsequent valuations and shown as “other receivables” or “other liabilities”.<br />
For valuation of derivative financial instruments, the fair value is calculated using approved<br />
financial models. The respective fair values stated correspond to the sum at which an asset or debt<br />
could be settled between knowledgeable business partners not linked to each other and willing to<br />
enter into such a contract.<br />
Profits and losses from derivative financial instruments that are used exclusively as qualified<br />
hedging instruments within a fair value hedge are entered in the income statement with effect on net<br />
income. Any changes to the results from the ineffectiveness of these financial instruments are entered<br />
immediately in the income statement with effect on net income.<br />
Turnovers are realised at the time of the passage of risk or rendering of the service taking the<br />
taxes and reductions in revenue that have to be deducted into consideration.<br />
39
Review of Value by Impairment Tests<br />
The value of assets are reviewed in the INTERSEROH Group at least once a year at year end or more<br />
often if special reasons for this become apparent at the level of the cash generating unit (CGU) in the<br />
sense of IAS 36 (Impairment of Assets). Based on the economic interdependencies, INTERSEROH<br />
has identified the two segments of “services and raw materials trading” and “steel and metal recycling”<br />
as independent cash generating units.<br />
In the segment steel and metal recycling scrap is bought unsorted in small quantities, sorted,<br />
processed if necessary and then sold in large quantities. Fundamentally the segment is transparent<br />
regarding realisable selling prices and market developments in general. Further, the segment’s trade<br />
volumes overall are significant to the consumers, which has an additional positive effect on the<br />
negotiating positions of the individual companies. The contributions of the segment therefore result on<br />
the whole from internal transparency of information in the segment combined with market and<br />
especially price advantages from the segment-wide consolidation of sales volumes. In so far and due<br />
to collective management by the parent company, the individual companies cannot be seen as “largely<br />
independent”, but rather all companies in this segment are classified as a CGU.<br />
The companies in the segment services and raw materials trading render waste disposal<br />
services. The secondary raw materials obtained in the course of these services are consolidated and<br />
resold to large customers by the same unit or a sister unit within the framework of contracts. Since the<br />
companies in this segment are also managed collectively and both buying and marketing as well as<br />
the related contributions cannot be seen independently of the other companies, the companies in this<br />
segment also form a CGU together.<br />
In the impairment tests the residual book values of the individual cash generating units are<br />
compared with their respective recoverable amounts as the higher value of net selling price and value<br />
in use. The calculation of the value in use is based on the cash value of future payments forecast for<br />
the next three years in the current individual plans of the INTERSEROH Group by business field and<br />
site. The cash value of the future payments corresponds here to the average planned EBIT for the<br />
following three years on the basis of an earning capacity factor of five.<br />
The plans are based on the assumption that against the background of the new general<br />
election and the related positive effect on consumption the economy will grow by up to 1.4 percent. It<br />
was further presumed that the year 2006 will remain difficult due to the comparatively high<br />
unemployment, the continued structural problems in Germany and restrained spending due to the<br />
uncertain pension and labour market situations.<br />
It is presumed consumption in the services segment will improve and therefore also the<br />
economic situation of the industries concerned. The level of June <strong>2005</strong> was presumed as price basis.<br />
A price basis at the level of June 2004 was used for the planning of the steel and metal<br />
recycling segment.<br />
The capital costs are considered at the average of equity and debt capital weighted by their<br />
respective market values, with the equity capital costs corresponding to the yield expectations of<br />
management for the business and the debt capital costs the current financing conditions of the<br />
INTERSEROH Group.<br />
If the recoverable amount of the cash generating unit calculated in this way is lower than its<br />
book value, there is an impairment loss amounting to the difference. In the event of an impairment loss<br />
the value of any goodwill in the cash generating unit concerned is first adjusted. Any residual amount<br />
still remaining after this is distributed proportionately to the other assets of the respective cash<br />
generating unit on the basis of the residual book values of every single asset on the closing date.<br />
No indication of a need for value adjustments emerged in the course of the impairment tests..<br />
Use of Assumptions and Estimates<br />
Assumptions and estimates were made when preparing the consolidated financial statements that had<br />
an effect on the reporting and amount of the assets, debts, earnings, expenses and contingent<br />
liabilities. These assumptions and estimates relate on the whole to the definition of periods of<br />
economic use, the valuation of provisions and the realisability of future tax relief used uniformly<br />
throughout the group. The actual values can differ in each individual case from the assumptions and<br />
estimates made.<br />
Changes are made with effect on net income when better is known.<br />
40
Notes on the Income Statement<br />
The consolidated income statement is organised by types of expense (total cost procedure).<br />
(1) Turnover<br />
Due to the settlement system, turnover includes accrued and deferred revenues from current business<br />
activity to the amount of EUR 4.45 million (previous year: EUR 3.83 million).<br />
The development in turnover by fields of business and regions is shown in the segment<br />
reports.<br />
(2) Increase/Decrease in inventories of finished goods and work in progress<br />
Inventories Inventory change<br />
<strong>2005</strong> 2004 <strong>2005</strong> 2004<br />
EUR million EUR million EUR million EUR million<br />
Work in progress 7.42 10.35 -2.93 9.20<br />
Finished goods 8.38 22.37 -13.99 11.16<br />
-16.92 20.36<br />
Other changes -0.17 0.32<br />
(3) Other operating income<br />
-17.09 20.68<br />
<strong>2005</strong> 2004<br />
EUR million EUR million<br />
Earnings from the reduction of “provisions” and “accruals” 8.16 6.00<br />
Earnings from the disposal of assets 0.99 1.25<br />
Insurance compensation 1.04 1.01<br />
Rental income 0.70 0.75<br />
Offset remuneration in kind for employees 0.83 0.75<br />
Earnings from the reduction of individual value adjustments 1.22 0.68<br />
Earnings from deconsolidations 0.20 0.00<br />
Other 4.29 2.01<br />
17.42 12.45<br />
(4) Cost of materials<br />
<strong>2005</strong> 2004<br />
EUR million EUR million<br />
Purchased raw materials and merchandise, less cash discount 626.39 760.57<br />
Waste disposal costs 92.37 72.96<br />
Storage and freight costs 33.17 32.84<br />
Energy costs 6.19 5.63<br />
Other services purchased 5.33 4.31<br />
763.45 876.31<br />
The group’s cost of materials includes accrued and deferred expenses from purchased services to the<br />
amount of EUR 2.61 million (previous year: EUR 1.12 million).<br />
41
(5) Personnel expenses<br />
<strong>2005</strong> 2004<br />
EUR million EUR million<br />
Wages and salaries 53.14 52.70<br />
Social security contributions 11.13 11.34<br />
Expenses for pensions and other benefits 0.55 0.62<br />
64.82 64.66<br />
(6) Depreciation on intangible assets and property, plants and equipment<br />
<strong>2005</strong> 2004<br />
EUR million EUR million<br />
Scheduled depreciation 0.98 0.94<br />
Intangible assets 10.51 10.85<br />
Property, plants and equipment 11.49 11.79<br />
Extraordinary depreciation<br />
Property, plants and equipment 0.79 0.00<br />
12.28 11.79<br />
The extraordinary depreciations on property, plants and equipment concern reverse vending machines<br />
that can no longer be used due to a change in standards (EUR 0.64 million) and tenant additions to a<br />
building no longer used from spring 2006 (EUR 0.15 million).<br />
(7) Other operating expenses<br />
<strong>2005</strong> 2004<br />
EUR million EUR million<br />
Operating and administrative expenses<br />
Maintenance costs 11.18 12.89<br />
Rents and other room costs 6.18 7.80<br />
Legal. consulting and annual report costs 5.44 5.28<br />
Insurance policies 4.51 3.64<br />
Leasing expenses 3.31 1.96<br />
Telephone. postage. Internet 1.70 1.72<br />
Other tax expenses 1.27 1.51<br />
Other operating and administrative expenses 9.04 8.36<br />
42.62 43.16<br />
Selling expenses<br />
Costs of goods delivery 16.70 14.47<br />
Advertising and travelling expenses 6.08 5.80<br />
Temporary personnel leasing 4.20 2.71<br />
Other selling expenses 0.54 0.82<br />
27.52 23.79<br />
Accrued and deferred expenses<br />
Value adjustments on receivables 1.95 2.01<br />
Losses from disposal of assets 0.49 1.37<br />
Transfers to provisions for restructuring 0.62 0.00<br />
Other accrued and deferred expenses 1.42 3.42<br />
4.49 6.79<br />
74.63 73.74<br />
42
(8) Result from investment in associated companies<br />
<strong>2005</strong> 2004<br />
EUR million EUR million<br />
Result from holdings valued at equity 0.87 2.49<br />
Financial earnings<br />
Earnings from other holdings 0.10 0.07<br />
Earnings from long-term loans 0.09 0.10<br />
Other interest and similar earnings 0.96 0.90<br />
1.15 1.07<br />
Financial expenses<br />
Depreciation on financial assets -0.39 -0.36<br />
Interest on transfers to pension provisions -1.01 -1.03<br />
Interest on leasing instalments from finance-leasing contracts -0.31 -0.29<br />
Other -2.52 -3.92<br />
-4.23 -5.60<br />
-2.21 -2.04<br />
The extraordinary depreciations on financial assets are made on the respective current value on the<br />
closing date and concern interests in associated companies and other holdings not included in the<br />
consolidated financial statements (previous year: EUR 0.18 million plus loans to third parties of EUR<br />
0.18 million).<br />
(9) Taxes on income and earnings<br />
The taxes on income and earnings contain the taxes on income and earnings paid or due in the<br />
individual countries and the deferred tax apportionments. The main German companies in the<br />
INTERSEROH Group are subject to an average municipal trade tax rate of 18.37 percent of profit<br />
before income tax. The corporation tax rate is 25 percent plus a solidarity surcharge on corporation tax<br />
of 5.50 percent. The total tax rate is 39.90 percent. The deferred taxes on loss carry-forwards are<br />
calculated taking the restrictions currently in force in Germany on the setting off of losses in<br />
subsequent periods for tax purposes.<br />
The calculation of deferred taxes is based on the expected tax rates in the individual countries<br />
at the time of realisation. These are fundamentally based on the legal regulations valid or adopted on<br />
the closing date.<br />
The calculation of foreign income tax is based on the valid laws and regulations in the<br />
individual countries. The income tax rates applied to foreign companies vary from 25 to 34 percent.<br />
<strong>2005</strong> 2004<br />
EUR million EUR million<br />
Taxes paid or due<br />
for the current year 8.76 11.46<br />
for previous years -0.34 0.17<br />
8.42 11.63<br />
Deferred taxes<br />
on temporary differences -0.44 3.20<br />
on change loss carry-forwards 2.91 0.31<br />
2.46 3.51<br />
10.88 15.14<br />
The share of actual tax expenditure falling on foreign subsidiaries amounts to EUR 0.06 million<br />
(previous year: EUR 0.09 million).<br />
No expenses or earnings arose from the change to the income tax rates used.<br />
43
The actual expenditure on income tax can be derived from the expected tax expenditure for the past<br />
consolidated financial year as follows:<br />
<strong>2005</strong> <strong>2005</strong> 2004 2004<br />
EUR million EUR million EUR million EUR million<br />
Earnings before taxes 29.85 44.73<br />
Expected income tax expenditure<br />
(39.90%) 11.91 17.85<br />
Effects of lower national tax rates 0.07 -0.05<br />
Deferred taxes on results of foreign<br />
subsidiaries not considered 0.74 -0.54<br />
Tax-free earnings by holdings, incl. result<br />
from at-equity valuations -0.39 -1.02<br />
Deviating use of loss carry-forwards for<br />
tax purposes 0.19 -4.13<br />
Change to non capitalised deferred taxes<br />
on temporary differences of foreign<br />
subsidiaries -1.03 3.01<br />
Accrued and deferred tax expenses and<br />
earnings -0.34 0.34<br />
Non tax-deductible operating expenses 0.07 0.17<br />
Other deviations -0.34 -1.03 -0.50 -2.72<br />
Actual income tax expenditure 10.88 15.13<br />
(10) Profit/Loss for other shareholders<br />
The profit/loss for other shareholders of EUR 0.52 million (previous year: EUR 0.21million) concerns<br />
exclusively profit shares (previous year: EUR 0.30 million profit shares and EUR 0.09 million loss<br />
shares).<br />
(11) Earnings per share<br />
The earnings per share are calculated by subtracting the profit/loss for other shareholders from the<br />
consolidated net income and then dividing the result by the number of shares issued. Dilutive effects<br />
did not have to be taken into consideration in either the year under review or the previous year.<br />
With a consolidated unappropriated net income of EUR 18.44 million (previous year: EUR<br />
29.39 million) and an unchanged number of issued shares of 9,840,000, this results in an earnings per<br />
share of EUR 1.87 (previous year: EUR 2.99).<br />
44
Notes on the Balance Sheet<br />
(12) Intangible assets<br />
Goodwill<br />
EUR million<br />
Other<br />
intangible<br />
assets<br />
EUR million<br />
Total<br />
EUR million<br />
Acquisition/Production costs<br />
As of 01.01.2004 18.90 4.58 23.48<br />
Accruals from consolidation changes 0.41 0.00 0.41<br />
Accruals 0.09 0.45 0.54<br />
Retirements -0.03- 0.14 -0.17<br />
Reorganisations 0.00 0.03 0.03<br />
As of 31.12.2004 19.37 4.93 24.29<br />
Value adjustments<br />
As of 01.01.2004 0.00 2.23 2.23<br />
Accruals, scheduled 0.00 0.79 0.79<br />
Retirements 0.00 -0.06 -0.06<br />
As of 31.12.2004 0.00 2.96 2.96<br />
Book values<br />
As of 01.01.2004 18.90 2.35 21.25<br />
As of 31.12.2004 19.37 1.96 21.33<br />
Acquisition/Production costs<br />
As of 01.01.<strong>2005</strong> 19.37 4.92 24.29<br />
Accruals 1.55 2.28 3.83<br />
Retirements 0.00 -0.36 -0.36<br />
As of 31.12.<strong>2005</strong> 20.92 6.84 27.76<br />
Value adjustments<br />
As of 01.01.<strong>2005</strong> 0.00 2.96 2.96<br />
Accruals, scheduled 0.00 0.83 0.83<br />
Retirements 0.00 -0.02 -0.02<br />
As of 31.12.<strong>2005</strong> 0.00 3.77 3.77<br />
Book values<br />
As of 01.01.<strong>2005</strong> 19.37 1.96 21.33<br />
As of 31.12.<strong>2005</strong> 20.92 3.07 23.99<br />
The goodwill reported in the consolidated financial statements consists of residual book values of<br />
goodwill from the initial consolidation of subsidiaries to the amount of EUR 15.49 million (previous<br />
year: EUR 15.12 million) as well as the goodwill taken over from the individual financial statements to<br />
the amount of EUR 5.42 million (previous year: EUR 4.25 million). A sum of EUR 0.90 million<br />
(previous year: EUR 0.49 million) was spent in the year under review for the acquisition of companies<br />
(share deal). This resulted in goodwill of EUR 0.30 million (previous year: EUR0.41 million). In addition<br />
to this, goodwill to the amount of EUR 1.17 million (previous year: EUR 0.00) was generated in asset<br />
deals, which can be attributed to the fact that the customer relations acquired cannot be entered in the<br />
balance sheet as independent intangible asset. The remaining accruals in <strong>2005</strong> are based on<br />
subsequent acquisition costs to the amount of EUR 0.08 million. All purchase prices were settled<br />
exclusively by transfer of funds.<br />
The other intangible assets contain intangible assets with a residual book value of EUR 0.55<br />
million (previous year: EUR 0.64 million) that are to be capitalised in the course of finance-leasing<br />
contracts. There were no accruals in this segment in fiscal <strong>2005</strong>. The depreciations on these assets<br />
amounted to EUR 0.09 million (previous year: EUR 0.09 million).<br />
No extraordinary value adjustments had to be made in the financial year (e.g. due to<br />
impairment tests). All depreciations on intangible assets are contained in the income statement item<br />
“Depreciation on intangible assets and property, plants and equipment”.<br />
Except for the leased assets, there are no restraints on ownership or disposal or acquisition<br />
obligations regarding the intangible assets.<br />
45
(13) Property, plants and equipment<br />
Land and<br />
buildings<br />
EUR million<br />
Technical<br />
equipment<br />
and<br />
machinery<br />
EUR million<br />
Fittings and<br />
equipment<br />
EUR million<br />
Advances to<br />
suppliers,<br />
investments in<br />
construction<br />
EUR million<br />
Total<br />
EUR million<br />
Acquisition/Production<br />
costs<br />
As of 01.01.2004 61.74 82.54 50.28 0.22 194.77<br />
Accruals from consolidation<br />
changes 1.06 0.00 0.52 0.00 1.58<br />
Accruals 1.43 4.90 4.37 1.59 12.29<br />
Retirements -1.43 -5.31 -6.43 -0.09 -13.26<br />
Reorganisations 1.17 0.06 0.05 -1.30 -0.02<br />
As of 31.12.2004 63.97 82.18 48.79 0.42 195.36<br />
Value adjustments<br />
As of 01.01.2004 32.23 69.32 37.47 0.00 139.02<br />
Accruals from consolidation<br />
changes 0.01 0.00 0.28 0.00 0.29<br />
Accruals, scheduled 2.06 4.47 4.47 0.00 11.01<br />
Retirements -0.54 -3.06 -4.08 0.00 7.67<br />
Reorganisations 0.00 0.01 -0.01 0.00 0.00<br />
As of 31.12.2004 33.77 70.75 38.13 0.00 142.65<br />
Book values<br />
As of 01.01.2004 29.51 13.22 12.81 0.22 55.76<br />
As of 31.12.2004 30.20 11.44 10.66 0.42 52.71<br />
Acquisition/Production<br />
costs<br />
As of 01.01.<strong>2005</strong> 63.97 82.19 48.79 0.42 195.37<br />
Accruals from consolidation<br />
changes 0.00 0.00 0.04 0.00 0.04<br />
Retirements from consolidation<br />
changes -1.34 -1.03 -0.35 0.00 -2.72<br />
Accruals 4.33 4.95 4.66 7.97 21.91<br />
Retirements -0.21 -4.92 -3.79 -0.55 -9.47<br />
Reorganisations -0.07 0.28 -0.13 -0.08 0.00<br />
As of 31.12.<strong>2005</strong> 66.68 81.47 49.22 7.76 205.13<br />
Value adjustments<br />
As of 01.01.<strong>2005</strong> 33.76 70.74 38.13 0.00 142.63<br />
Accruals from consolidation<br />
changes 0.00 0.00 0.01 0.00 0.01<br />
Retirements from consolidation<br />
changes -0.65 -0.73 -0.31 0.00 -1.69<br />
Accruals, scheduled 2.02 4.34 4.31 0.00 10.67<br />
Accruals, extraordinary 0.15 0.41 0.00 0.23 0.79<br />
Retirements -0.13 -4.12 -3.26 0.00 -7.51<br />
Reorganisations -0.03 0.00 0.03 0.00 0.00<br />
As of 31.12.<strong>2005</strong> 35.12 70.64 38.91 0.23 144.90<br />
Book values<br />
As of 01.01.<strong>2005</strong> 30.21 11.45 10.66 0.42 52.74<br />
As of 31.12.<strong>2005</strong> 31.56 10.83 10.31 7.53 60.23<br />
The property, plants and equipment contain assets to the amount of EUR 3.80 million (previous year:<br />
EUR 4.92 million) whose underlying rental or leasing contracts are, due to the IFRS criteria applied, to<br />
be characterised as finance-leasing contracts and therefore to be entered in the balance sheet of their<br />
economic owner. Reference is made to note (25) regarding the corresponding liabilities.<br />
These assets basically concern technical equipment and machinery as well as other facilities,<br />
fittings and equipment with book values of EUR 0.65 million and EUR 3.10 million respectively<br />
(previous year: EUR 1.23 million and EUR 3.63 million respectively).<br />
46
The leased and capitalised assets in property, plants and equipment experienced accruals to<br />
the amount of EUR 0.65 million (previous year: EUR 1.10 million) and depreciations to the amount of<br />
EUR 1.27 million (previous year: EUR 1.15 million) in the year under review.<br />
Extraordinary depreciations to the amount of EUR 0.79 million (previous year: EUR 0.00<br />
million) were effected on property, plants and equipment in the past financial year. All depreciations on<br />
property, plants and equipment are contained in the income statement item “Depreciation on<br />
intangible assets and property, plants and equipment”.<br />
The assets in property, plants and equipment, especially the land and buildings with a total<br />
residual book value of EUR 6.40 million (previous year: EUR 6.70 million), serve as security for<br />
liabilities, which were valued at a total of EUR 5.72 million (previous year: EUR 4.34 million) on the<br />
closing date.<br />
Except for the leased assets, there are no other restraints on ownership or disposal regarding<br />
the property, plants and equipment. There are also no acquisition obligations.<br />
(14) Holdings valued at equity<br />
The following holdings are/were valued by the “at-equity method” in INTERSEROH’s consolidated<br />
financial statements:<br />
Country Interest Book value<br />
<strong>2005</strong> 2004<br />
31.12.<strong>2005</strong><br />
EUR<br />
million<br />
31.12.2004<br />
EUR<br />
million<br />
TOM Sp. z o.o Poland 50.0 % 50.0 % 3.09 3.26<br />
HR Hüttenwerkentsorgung GmbH Germany 50.0 % 50.0 % 0.48 0.33<br />
Eisen- und Stein Horn KG Germany 50.0 % 50.0 % 1.88 1.78<br />
Mineralmahlwerk Westerwald GmbH Germany 50.0 % 50.0 % 1.04 0.90<br />
Jade-Entsorgung GmbH Germany 24.9 % 24.9 % 0.14 0.16<br />
6.63 6.43<br />
All associated companies belong to the segment steel and metal recycling.<br />
The book values named contain hidden reserves in property, plants and equipment with residual book<br />
values totalling EUR 0.40 million (previous year: EUR 0.42 million) uncovered in the course of the<br />
initial consolidation of Eisen- und Stein Horn KG and Jade-Entsorgung GmbH.<br />
Summary of the financial information on the holdings valued at equity on the closing date (related<br />
respectively to 100%):<br />
Total assets<br />
EUR million<br />
Equity<br />
EUR million<br />
Turnover<br />
EUR million<br />
Result for<br />
the year<br />
EUR million<br />
<strong>2005</strong><br />
TOM Sp. z o.o 24.66 7.32 75.35 0.31<br />
HR Hüttenwerkentsorgung GmbH 3.02 0.96 6.26 0.30<br />
Eisen- und Stein Horn KG 11.51 3.27 10.95 0.77<br />
Mineralmahlwerk Westerwald GmbH 8.65 2.09 13.61 0.34<br />
Jade-Entsorgung GmbH*<br />
2004<br />
TOM Sp. z o.o 30.69 7.61 103.70 5.28<br />
HR Hüttenwerkentsorgung GmbH 2.45 0.66 6.17 -0.30<br />
Eisen- und Stein Horn KG 10.62 2.74 13.63 0.61<br />
Mineralmahlwerk Westerwald GmbH 7.94 1.81 8.34 0.46<br />
Jade-Entsorgung GmbH 2.20 1.31 8.69 0.67<br />
*Annual financial statements not yet available<br />
All numbers relate to the annual financial statements prepared according to the respective<br />
national law. Where significant deviations from the accounting regulations according to IFRS were<br />
47
established, the proportionate results and the respective equity were adjusted accordingly for the<br />
purposes of consolidated accounting.<br />
48
(15) Financial assets<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Long-term<br />
Interests in associated companies 1.40 1.26<br />
Other holdings 0.31 0.74<br />
Loans 2.51 2.78<br />
Securities 0.01 0.01<br />
4.23 4.80<br />
Short-term<br />
Receivables from factoring company 1.22 0.00<br />
Loans 0.73 0.26<br />
Financial derivatives 0.00 0.03<br />
1.95 0.28<br />
The interests in associated companies concern companies that are not included in the<br />
consolidated financial statements in spite of the group holding an interest of more than 50 percent in<br />
them due to their subordinate significance. The other holdings concern holdings in which the group<br />
holds an equity or voting-right rate of less than 20 percent. Extraordinary depreciations totalling EUR<br />
0.39 million (previous year: EUR 0.18 million) were effected for these groups of assets as a result of<br />
impairment tests.<br />
The list of shareholdings of the INTERSEROH Group are contained in the annex to these<br />
Notes.<br />
The long-term loans shown concern mainly loans to non-group companies as well as longterm<br />
tied security payments. No extraordinary depreciations were made on loans and securities in the<br />
group financial year <strong>2005</strong> (previous year: EUR 0.18 million).<br />
The receivable from factoring concerns a short-term receivable from the sale of trade accounts<br />
receivable to the factoring company. The underlying agreement is to be seen as a financing<br />
transaction because not all risks in connection with the legally assigned receivables went over to the<br />
factor. The corresponding repayment obligation is shown under the short-term financial liabilities.<br />
After consideration of the extraordinary depreciations effected, the book values of all other<br />
financial liabilities shown correspond to their current values on the closing date.<br />
Regarding further information on the financial derivatives, reference is made to the notes (32)<br />
and (33).<br />
(16) Deferred tax claims and liabilities<br />
The deferred taxes entered in the balance sheet can be assigned to the individual balance sheet items<br />
by cause as follows:<br />
Deferred taxes <strong>2005</strong> Deferred taxes 2004<br />
Assets<br />
EUR million<br />
Liabilities<br />
EUR million<br />
Assets<br />
EUR million<br />
Liabilities<br />
EUR million<br />
Goodwill 2.93 0.99 3.33 0.77<br />
Other intangible assets 0.00 0.23 0.00 0.26<br />
Property, plants and equipment 0.40 1.78 0.54 2.03<br />
Inventories 0.00 0.25 0.00 0.55<br />
Provisions for pensions 1.90 0.00 1.86 0.00<br />
Other provisions 1.71 0.74 1.29 0.17<br />
Financial liabilities 1.69 0.00 1.82 0.00<br />
Loss carry-forwards for tax purposes 0.56 0.00 3.47 0.00<br />
Reserves<br />
(from consolidation entries) 0.00 2.27 0.00 3.13<br />
9.19 6.26 12.31 6.91<br />
Balance -3.39 -3.39 -3.25 -3.25<br />
5.80 2.87 9.06 3.66<br />
49
Deferred tax liabilities are balanced against corresponding claims insofar as the same tax<br />
subject and same fiscal authority are concerned.<br />
All loss carry-forwards for tax purposes can be used for an unlimited period of time.<br />
Deferred tax receivables due to temporary differences and existing loss carry-forwards for tax<br />
purposes totalling EUR 1.89 million (previous year: EUR 2.65 million) were not capitalised. They<br />
concern mainly foreign companies where realisation of the deferred tax claims can be seen as<br />
uncertain today.<br />
(17) Inventories<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Raw materials and supplies 1.29 2.87<br />
Work in progress 7.42 10.35<br />
Finished goods 8.38 22.37<br />
Merchandise 17.13 5.02<br />
Advances to suppliers 3.75 1.87<br />
37.97 42.47<br />
Of the inventories shown on the closing date, EUR 9.10 million (previous year: EUR 9.53<br />
million) were entered in the balance sheet at their net selling value.<br />
The value adjustments on inventories amounted to EUR 1.37 million (previous year: EUR 1.55<br />
million) in the financial year.<br />
(18) Trade accounts receivable<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Receivables from<br />
Third parties 131.02 138.83<br />
Less value adjustments -4.55 -6.93<br />
Affiliated companies 0.41 0.09<br />
Associated companies 0.01 0.14<br />
Holdings 0.01 0.00<br />
126.90 132.13<br />
All trade accounts receivable shown are due within a year.<br />
Receivables amounting to EUR 5.22 million (previous year: EUR 0.00 million) serve as<br />
security for liabilities valued at a total of EUR 1.40 million (previous year: EUR 0.00 million) within the<br />
framework of a global assignment. There are no other restraints on ownership and disposal regarding<br />
the trade accounts receivable.<br />
(19) Current income tax claims and other receivables<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Tax reimbursement claims<br />
⋅ Current income tax 10.01 2.66<br />
⋅ Other 4.72 3.91<br />
Security payments 1.11 1.15<br />
Advances to suppliers 0.59 0.31<br />
Creditors with debits 0.41 0.40<br />
Receivables from insurance companies and other claims for compensation 0.42 0.12<br />
Other 3.34 2.47<br />
20.60 11.03<br />
50
The amounts named contain the following sums that are only realisable at the end of a year:<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Tax reimbursement claims<br />
⋅ Other 0.00 0.01<br />
Security payments 0.02 0.03<br />
Receivables from insurance companies and other claims for compensation 0.03 0.00<br />
Other 0.39 0.12<br />
0.44 0.16<br />
(20) Liquid assets<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Cash in banks<br />
⋅ Sight deposits and fixed deposits 29.13 30.98<br />
Cash on hand 0.20 0.20<br />
Cheques 0.15 0.05<br />
29.48 31.23<br />
This item corresponds to the financial resources fund in the flow-of-funds analysis and is not subject to<br />
any restraints on ownership or disposal.<br />
(21) Subscribed capital<br />
The fully paid-in subscribed capital of INTERSEROH AG amounted to an unchanged EUR 25.58<br />
million on the closing date. The capital stock is distributed among (also unchanged) 9,840,000<br />
individual share certificates without par value with an arithmetic share of the capital stock of EUR 2.60<br />
each.<br />
A share entitles its holder to participate in the company’s annual general shareholders’<br />
meeting and to receive the dividend declared by the general shareholders’ meeting.<br />
According to the German Corporation Act, the distributable dividend is determined according<br />
to the net income of the annual financial statements of INTERSEROH AG prepared in accordance<br />
with the regulations of the German Commercial Code.<br />
A dividend of EUR 0.86 was paid per share for fiscal 2004 (EUR 8.46 million in all). The<br />
proposed dividend for fiscal <strong>2005</strong> is also EUR 0.86 per share (EUR 8.46 million in all). The amount of<br />
the dividend for <strong>2005</strong> depends on approval by the shareholders at the general shareholders’ meeting<br />
on 22 June 2006 and was not entered in the consolidated financial statements as liability.<br />
(22) Reserves<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Surplus capital 38.61 38.61<br />
Adjustment items from currency conversion 0.12 -0.06<br />
Difference from capital consolidation 1.18 1.18<br />
Other retained earnings, incl. net income 51.17 41.23<br />
91.08 80.96<br />
The surplus capital generally contains the premium received on issuing shares. This reserve is subject<br />
to certain restraints on disposal contained in the German Corporation Act.<br />
The other retained earnings contain (as in the previous year) amounts totalling EUR 6.99<br />
million from the new valuations or revaluations for preparation of the IFRS opening balance on 1<br />
January 2004, see note (40).<br />
51
The adjustment items from currency conversion concern the annual financial statements of the<br />
associated company TOM Sp. z. o.o prepared in Polish zloty.<br />
Regarding conversion of the equity per 1 January 2004 and 31 December 2004 as well as the<br />
consolidated result for 2004 for first-time preparation of the consolidated financial statements<br />
according to IFRS, reference is made to note (40).<br />
(23) Provisions for pensions and similar liabilities<br />
The pension provisions for the company pension scheme were valued actuarially according to<br />
the projected unit credit method prescribed in IAS 19 (Employee Benefits). This method of valuating<br />
the cash value of claims takes both the known pensions and acquired claims as of the closing date as<br />
well as the future expected increases in salaries and pensions into consideration. Differences resulting<br />
at the end of the year (so-called actuarial profits or losses) between scheduled pension liabilities<br />
calculated in this way and the actual cash value of claims are only entered in the balance sheet if they<br />
lie outside a range of 10 percent of the scope of liability. In this case the profits and losses are, if they<br />
exceed the 10-percent corridor, distributed over the average remaining service periods of the entitled<br />
employees and entered as earnings or expense. The share of interest on the allocations to provisions<br />
contained in the pension expenses is shown as interest expense within the financial result. All other<br />
provisions for pensions and similar liabilities are formed on the basis of expert actuarial opinions.<br />
Individual companies in the INTERSEROH Group have in the past provided benefits to their<br />
employees for the time after retirement in the form of contribution payments to private institutions and<br />
retirement benefit schemes. The plan assets exist exclusively in the form of reinsurance. The results<br />
of these commitments are consolidated company-wise in a “funded” plan. For all other commitments<br />
for which no reinsurance exists, the results are shown in the category “unfunded” plan.<br />
The promised payments by the company vary depending on the legal, tax and economic<br />
circumstances of the respective country and are usually based on period of employment and the<br />
remuneration of the employee. The promises comprise both those from pensions already running and<br />
from claims to pensions to be paid in the future. The group’s company pension scheme is exclusively<br />
performance-orientated. New employees are not given any promise of a company pension because all<br />
the pension schemes, which are based on collective agreements between the company and its<br />
workforce, are closed.<br />
The obligations existing exclusively in Germany were calculated using the following parameters:<br />
31.12.<strong>2005</strong> 31.12.2004<br />
Interest rate for accounting purposes 4.25 % 4.50 %<br />
Salary trend 2.50 % 3.00 %<br />
Pension adjustment 1.75 % 1.50 %<br />
Expected return from plan assets 6.00 % 6.00 %<br />
The parameters for mortality, invalidity and marriage probability are based on the “Reference<br />
Tables <strong>2005</strong> G” – respectively the “Reference Tables 1998” for 2004 – of Dr. Klaus Heubeck. The<br />
earliest possible age for receiving retirement benefits from the statutory pension scheme according to<br />
German law was used as retirement age.<br />
The following age and sex-dependent fluctuation probabilities were applied:<br />
31.12.<strong>2005</strong> 31.12.2004<br />
Change rate per year Men Women Men Women<br />
Age to<br />
25 6.0 % 8.0 % 6.0 % 8.0 %<br />
30 5.0 % 7.0 % 5.0 % 7.0 %<br />
35 4.0 % 5.0 % 4.0 % 5.0 %<br />
45 2.5 % 2.5 % 2.5 % 2.5 %<br />
50 1.0 % 1.0 % 1.0 % 1.0 %<br />
above 50 0.0 % 0.0 % 0.0 % 0.0 %<br />
52
The net liabilities developed as follows:<br />
Net liabilities<br />
Funded plan<br />
EUR million<br />
Unfunded plan<br />
EUR million<br />
Total<br />
EUR million<br />
As of 01.01.2004<br />
Periodic net costs from pension commitments<br />
(fixed benefit plan)<br />
0.08 21.27 21.35<br />
Interest expenses<br />
Expected profits from plan assets -0.06 0.00 -0.06<br />
Current expenses for pension claims 0.07 0.15 0.23<br />
Amortisation actuarial profits and losses 0.03 0.00 0.03<br />
Employee contributions to plan assets -0.09 0.00 -0.09<br />
Direct benefit payments by the company 0.00 -1.17 -1.17<br />
Accruals/Retirements/Transfers 0.01 0.00 0.01<br />
As of 31.12.2004 0.10 21.28 21.38<br />
As of 01.01.<strong>2005</strong> 0.10 21.28 21.38<br />
Periodic net costs from pension commitments<br />
(fixed benefit plan)<br />
Interest expenses 0.05 1.01 1.06<br />
Expected profits from plan assets -0.06 0.00 -0.06<br />
Current expenses for pension claims 0.08 0.17 0.26<br />
Employer contributions to plan assets -0.11 0.00 -0.11<br />
Direct benefit payments by the company 0.00 -1.23 -1.23<br />
As of 31.12.<strong>2005</strong> 0.06 21.22 21.28<br />
The accruals of the previous year concern the reversed contract of an employee who left the<br />
company.<br />
The cash value of claims has changed as follows:<br />
Cash value of claims<br />
0.05<br />
Funded plan<br />
EUR million<br />
1.03<br />
Unfunded plan<br />
EUR million<br />
1.08<br />
Total<br />
EUR million<br />
As of 01.01.2004 1.01 21.27 22.28<br />
Current expenses for pension benefits 0.07 0.15 0.23<br />
Interest expenses 0.05 1.03 1.08<br />
Actuarial profit/(loss) 0.08 1.66 1.73<br />
Accruals/Retirements/Transfers -0.03 0.00 -0.03<br />
Benefit payments (payments from plan assets and by the<br />
company)<br />
-0.02 -1.17 -1.19<br />
As of 31.12.2004 1.16 22.93 24.09<br />
As of 01.01.<strong>2005</strong> 1.16 22.93 24.09<br />
Current expenses for pension benefits 0.08 0.17 0.26<br />
Interest expenses 0.05 1.01 1.06<br />
Actuarial loss 0.00 1.27 1.27<br />
Benefit payments (payments from plan assets and by the<br />
company) -0.02 -1.23 -1.25<br />
As of 31.12.<strong>2005</strong> 1.27 24.15 25.42<br />
The payments prospectively due in 2006 amount to EUR 1.23 million (previous year: EUR 1.17<br />
million) and will be reported under short-term provisions.<br />
53
The pension expenses reported in personnel expenses are made up as follows:<br />
Funded plan<br />
EUR million<br />
Unfunded plan<br />
EUR million<br />
Total<br />
EUR million<br />
2004<br />
Interest expenses 0.05 -0.06 1.08<br />
Profits from plan assets -0.06 0.00 -0.06<br />
Current expenses for pension claims 0.07 0.15 0.23<br />
Amortisation actuarial profits and losses 0.03 0.00 0.03<br />
Periodic net costs from pension commitments<br />
⋅ Fixed benefit plan 0.10 1.18 1.28<br />
<strong>2005</strong><br />
Interest expenses 0.05 1.01 1.06<br />
Expected profits from plan assets -0.06 0.00 -0.06<br />
Current expenses for pension claims 0.08 0.17 0.26<br />
Periodic net costs from pension commitments<br />
⋅ Fixed benefit plan 0.07 0.18 1.25<br />
(24) Other provisions<br />
As of<br />
01.01.<strong>2005</strong><br />
EUR million<br />
Change<br />
cons. comp.<br />
EUR million<br />
Utilisation<br />
EUR million<br />
Reduction<br />
EUR million<br />
Transfer<br />
EUR million<br />
As of<br />
31.12.<strong>2005</strong><br />
EUR million<br />
Lawsuits 2.08 0.00 0.17 0.69 0.40 1.61<br />
Obligation to<br />
return property<br />
to original<br />
condition 1.41 0.00 0.42 0.02 0.32 1.28<br />
Restructuring 1.04 0.00 0.79 0.00 0.62 0.87<br />
Pending<br />
transactions 0.68 0.00 0.00 0.18 0.00 0.51<br />
Anniversary<br />
obligations 0.43 0.00 0.00 0.00 0.08 0.51<br />
Other 2.35 -0.21 0.37 1.70 1.09 1.18<br />
8.00 -0.21 1.75 2.58 2.51 5.96<br />
Of the amounts shown, the following are due within a year:<br />
As of<br />
31.12.<strong>2005</strong><br />
EUR million<br />
As of<br />
31.12.2004<br />
EUR million<br />
Lawsuits 1.36 1.16<br />
Restructuring 0.87 1.04<br />
Other 0.31 0.34<br />
2.54 2.54<br />
The short-term share of provisions for pensions (prospective pension payments in the coming<br />
financial year) are reported in the balance sheet under short-term provisions at EUR 1.23 million<br />
(previous year: EUR 1.17 million) so that the total amount of the balance sheet item “Provisions” in the<br />
short-term debt amounts to EUR 3.74 million (previous year: EUR 3.71 million).<br />
Provisions for current lawsuits are formed if their risks can be reasonably estimated. These<br />
provisions are determined on the basis of notifications and cost estimates by the company’s own legal<br />
department and lawyers appointed to represent the company and cover all the estimated fees and<br />
legal expenses for these lawsuits and possible settlement costs.<br />
The obligations to return property to its original condition correspond to the discounted<br />
amount for restoration to original condition of rented or leased property at the end of the rent or lease<br />
agreements. The expected expenditures are, insofar as they are not due in 2006 or further extensions<br />
to the existing agreements are not agreed, due between 1 January 2007 and 31 December 2023. Due<br />
54
to the passage of time, the discounted amount of the provisions rose by EUR 0.03 million (previous<br />
year: EUR 0.04 million) as of 31 December <strong>2005</strong>.<br />
The provisions for restructuring contain expected expenditures in connection with planned<br />
restructuring measures in one (previous year: two) foreign subsidiary.<br />
(25) Financial liabilities<br />
As of 31.12.<strong>2005</strong><br />
Total<br />
EUR million<br />
to 1 year<br />
EUR million<br />
With a remaining term of<br />
> 1 year<br />
to 5 years<br />
EUR million<br />
> 5 years<br />
EUR million<br />
Liabilities (to/from)<br />
Banks 33.85 20.42 12.90 0.52<br />
Finance-leasing 4.25 1.28 2.62 0.35<br />
Bills and notes 2.03 2.03 0.00 0.00<br />
Other 4.91 3.98 0.65 0.27<br />
45.04 27.72 16.18 1.14<br />
As of 31.12.2004<br />
Total<br />
EUR million<br />
to 1 year<br />
EUR million<br />
With a remaining term of<br />
> 1 year<br />
to 5 years<br />
EUR million<br />
> 5 years<br />
EUR million<br />
Liabilities (to/from)<br />
Banks 42.11 13.27 27.13 1.71<br />
Finance-leasing 5.44 1.55 3.34 0.55<br />
Bills and notes 0.35 0.35 0.00 0.00<br />
Other 0.25 0.25 0.00 0.00<br />
48.15 15.42 30.47 2.26<br />
INTERSEROH generally does not provide security for liabilities to banks. Secured loans do exist in<br />
exceptional cases. These loans, exclusively with fixed interest rate agreements, were valued on the<br />
closing date at EUR 7.12 million (previous year: EUR 4.34 million), of which EUR 3.33 million<br />
(previous year: EUR 3.96 million) are secured by liens. The interest rates for medium and long-term<br />
liabilities lie between 3.20 percent and 6.00 percent. The durations of the main loans as far as their<br />
sums are concerned expire between 15 March 2006 and 18 January 2009.<br />
Liabilities from finance-leasing are entered as liabilities if the leased assets are entered in the<br />
balance sheet under property, plants and equipment as economic property of the group (financeleasing).<br />
They are reported at their cash values.<br />
The leasing liabilities reported can be subdivided by maturity as follows:<br />
Future min. lease instalment Interest share therein Repayment share therein<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Within 1 year 1.42 1.62 0.14 0.07 1.28 1.55<br />
Between 1<br />
and 5 years 2.97 3.77 0.35 0.43 2.62 3.34<br />
In more than 5<br />
years 0.36 0.58 0.01 0.03 0.35 0.55<br />
Finance-leasing contracts are usually concluded for a basic term of between four and six years. The<br />
majority of the contracts provide for various short-term extensions and/or purchase options at the end<br />
of the basic terms. One leasing contract, which must be seen by its form as finance-leasing, has a<br />
term of 10 years, combined with an extension option for a further five years respectively if the contract<br />
is not terminated. Insofar as these options are deemed favourable, the corresponding amounts were<br />
incorporated in the calculation of the cash values. Accordingly, the liabilities from finance-leasing<br />
contracts reported contain the purchase price payments of EUR 0.04 million (previous year: EUR 0.04<br />
million) needed to exercise the favourable purchase options. The underlying interest rates of the<br />
contracts vary depending on the market and time the contracts were concluded between 3.44 and<br />
10.06 percent.<br />
55
Of the other financial liabilities, EUR 0.20 million (previous year: EUR 0.25 million) were due<br />
to affiliated companies.<br />
The book values reported for all financial liabilities correspond to their current values.<br />
(26) Trade accounts payable<br />
To<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Third parties 97.56 90.98<br />
Affiliated companies 0.17 0.01<br />
Holdings 0.01 0.01<br />
97.74 91.00<br />
All trade accounts payable are due within a year.<br />
The liabilities to third parties contain liabilities from outstanding invoices based on services<br />
already received but not yet invoiced at EUR 28.35 million (previous year: EUR 21.93 million) and<br />
liabilities in connection with concluded contracts that basically concern repayment obligations to<br />
manufacturers and waste disposal obligations at EUR 15.82 million (previous year: EUR 12.59<br />
million).<br />
(27) Current income tax liabilities and other liabilities<br />
As of 31.12.<strong>2005</strong><br />
Total<br />
EUR million<br />
to 1 year<br />
EUR million<br />
With a remaining term of<br />
> 1 year<br />
to 5 years<br />
EUR million<br />
> 5 years<br />
EUR million<br />
Liabilities (to/from)<br />
Current income taxes 4.64 4.64 0.00 0.00<br />
Other taxes 1.46 1.46 0.00 0.00<br />
Personnel 7.50 7.50 0.00 0.00<br />
Advances received for orders<br />
0.07 0.07 0.00 0.00<br />
Other<br />
12.70 11.94 0.76 0.00<br />
26.37 25.61 0.76 0.00<br />
As of 31.12.2004<br />
Total<br />
EUR million<br />
to 1 year<br />
EUR million<br />
With a remaining term of<br />
> 1 year<br />
to 5 years<br />
EUR million<br />
> 5 years<br />
EUR million<br />
Liabilities (to/from)<br />
Current income taxes 6.70 6.70 0.00 0.00<br />
Other taxes 2.94 2.94 0.00 0.00<br />
Personnel 9.15 8.99 0.16 0.00<br />
Advances received for orders 0.79 0.79 0.00 0.00<br />
Other 12.59 10.13 1.71 0.75<br />
32.17 29.56 1.86 0.75<br />
These liabilities are entered in the balance sheet at their updated acquisition costs if not stated<br />
otherwise.<br />
The current income tax liabilities contain almost exclusively domestic corporation and<br />
municipal trade tax liabilities. The consolidated balance sheet as of 31 December <strong>2005</strong> additionally<br />
contains foreign income tax liabilities totalling merely EUR 0.07 million (EUR 0.05 million for Sweden<br />
and EUR 0.02 million for Austria; previous year: EUR 0.02 million for the Netherlands).<br />
The liabilities from other taxes contain, in addition to the amounts for which the group<br />
companies are tax debtors, also such taxes that are remitted for the account of third parties.<br />
The personnel liabilities comprise mainly bonuses, holiday and overtime credit balances,<br />
contributions to social security and employers’ liability insurance fund not yet to be remitted as well as<br />
personnel costs.<br />
56
Of the other liabilities, EUR 0.04 million (previous year: EUR 0.24 million) concern liabilities to<br />
affiliated companies.<br />
57
Other Notes and Information<br />
(28) Notes on the cash flow statement<br />
Pursuant to IAS 7 (Cash Flow Statement), the cash flow statement prepared by the indirect method<br />
shows how the cash in the group changed in the course of the year under review as a result of the<br />
inflow and outflow of funds.<br />
The cash flow statement differentiates between cash flows from current business activity,<br />
investment activity and financing activity. The cash balance comprises cheques, cash on hand and<br />
cash in banks.<br />
Apart from income tax payments, interest earnings and payments are also assigned to the<br />
cash flow from current business activity because they in the first instance serve financing of current<br />
business activity. The income from dividends is also contained in the cash flow from current business<br />
activity. They mainly concern distributions by associated companies.<br />
The consolidated result declined by EUR 10.63 million compared to the previous year. The<br />
fact that the cash flow from current business nevertheless rose by EUR 14.67 million over the previous<br />
year is mainly the result of the high commitment of funds in the net operating assets in the previous<br />
year, especially the inventories and trade accounts receivable, which in turn can be attributed to the<br />
exceptionally high price level at the turn of the year 2004/<strong>2005</strong> compared to the turn of the year<br />
2003/2004, especially in the steel and metal recycling segment.<br />
The net cash flow after deduction of payments for interest and income tax developed<br />
accordingly, although the increased income tax payments resulting from the high result of the previous<br />
year and corresponding advance tax payments for the current year could only be partly compensated<br />
for by the lower payments for interest resulting from considerable repayment activity.<br />
The outflow of funds in the field of investment activity in the year under review was at EUR<br />
20.98 million (previous year: EUR 6.10 million) three times higher than in the previous year. This was<br />
due to extensive investments in the financial year, especially in property, plants and equipment. The<br />
funds were used mainly for alterations to several sites and the construction of a wood processing<br />
plant, a recycling plant and two large plants in the steel and metal sector. The amount of the<br />
investment shown in the fixed assets as outflow of funds differs from the accruals shown in the<br />
statement of fixed assets largely due to the non payment-effective accruals from finance-leasing.<br />
The cash flow from financing activity shows an outflow of funds totalling EUR 16.60 million<br />
(previous year: EUR 11.10 million) in the year under review. The outflows result – as in the previous<br />
year – mainly from the payment of the dividends for the past financial year at EUR 8.46 million. In<br />
addition to this, more on the balances of the financial liabilities were repaid than in the previous year,<br />
namely EUR 8.60 million (previous year: EUR 2.59 million).<br />
In spite of the high investment activity and repayments of financial liabilities, the year under<br />
review only experienced a payment-effective reduction of funds of EUR 1.75 million (previous year:<br />
increase by EUR 4.09 million). The named amounts could therefore be defrayed almost completely<br />
from the current cash flow.<br />
(29) Description of segments<br />
The companies in the INTERSEROH Group are divided into two segments, with all the companies<br />
engaged in steel and metal recycling belonging to the steel and metal recycling segment and all the<br />
other companies to the services and raw materials trading segment. INTERSEROH AG belongs<br />
completely to the services and raw materials trading segment.<br />
58
The segments performed as follows in the past financial year according to IAS 14:<br />
Turnover<br />
Services and raw<br />
materials trading<br />
<strong>2005</strong><br />
EUR<br />
million<br />
2004<br />
EUR<br />
million<br />
Steel and metal<br />
recycling<br />
<strong>2005</strong><br />
EUR<br />
million<br />
2004<br />
EUR<br />
million<br />
Inter-segment<br />
consolidations<br />
<strong>2005</strong><br />
EUR<br />
million<br />
2004<br />
EUR<br />
million<br />
<strong>2005</strong><br />
EUR<br />
million<br />
Group<br />
2004<br />
EUR<br />
million<br />
External<br />
sales 248.75 229.66 698.16 810.49 0.00 0.00 946.91 1,040.15<br />
Sales<br />
between<br />
the<br />
segments 0.41 0.36 2.67 1.17 -3.08 -1.53 0.00 0.00<br />
249.16 230.02 700.83 811.66 -3.08 -1.53 946.91 1,040.15<br />
Services and raw<br />
materials trading<br />
<strong>2005</strong><br />
EUR<br />
million<br />
2004<br />
EUR<br />
million<br />
Steel and metal<br />
recycling<br />
<strong>2005</strong><br />
EUR<br />
million<br />
2004<br />
EUR<br />
million<br />
Inter-segment<br />
consolidations Group<br />
<strong>2005</strong><br />
EUR<br />
million<br />
2004<br />
EUR<br />
million<br />
<strong>2005</strong><br />
EUR<br />
million<br />
2004<br />
EUR<br />
million<br />
Segment result 19.87 27.25 16.13 30.17 -2.96 -8.09 33.04 49.33<br />
including:<br />
Inter-segment<br />
income from<br />
investments -2.96 -8.90 0.00 0.00 2.96 8.90 0.00 0.00<br />
Adjusted segment<br />
result 16.91 18.35 16.13 30.17 0.00 0.81 33.04 49.33<br />
including:<br />
Depreciations on<br />
intangible assets<br />
and property,<br />
plants and<br />
equipment<br />
- Scheduled 5.05 5.89 6.44 6.72 0.00 -0.81 11.49 11.79<br />
- Extraordinary<br />
0.79 0.00 0.00 0.00 0.00 0.00 0.79 0.00<br />
Result from<br />
associated<br />
companies 0.00 0.00 0.87 2.49 0.00 0.00 0.87 2.49<br />
Result from other<br />
holdings 0.01 0.00 0.10 0.07 0.00 0.00 0.10 0.07<br />
Segment assets 117.10 101.67 177.93 189.52 0.72 3.47 295.75 294.66<br />
including<br />
Interests in<br />
associated<br />
companies 0.00 0.00 6.64 6.43 0.00 0.00 6.64 6.43<br />
Investments in<br />
long-term assets<br />
(property, plants<br />
and equipment<br />
and intangible<br />
assets) 12.38 7.15 13.28 5.59 0.08 0.09 25.75 12.83<br />
Segment debts 79.82 70.18 79.14 85.17 -12.21 -9.50 146.75 145.85<br />
Since all consolidated companies are assigned to the two segments described, the transfer of the<br />
segment totals to the corresponding closing figures results exclusively from the inter-segment capital,<br />
debt and income/expense consolidations indicated.<br />
Extraordinary depreciations on property, plants and equipment of EUR 0.79 million are only<br />
contained in the segment result for services and raw materials trading for <strong>2005</strong>.<br />
59
The following table shows the geographic make-up of the segments:<br />
Services and raw materials<br />
trading<br />
<strong>2005</strong><br />
2004<br />
EUR million EUR million<br />
Steel and metal recycling<br />
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Germany<br />
a) Turnover (external sales) 173.83 149.32 457.16 489.69<br />
b) Assets 94.11 76.98 176.71 188.51<br />
c) Investments in long-term assets<br />
(property, plants and equipment and<br />
intangible assets) 9.18 3.10 13.25 5.55<br />
Rest of EU<br />
a) Turnover (external sales) 66.12 69.19 201.96 257.50<br />
b) Assets 22.99 24.69 1.22 1.01<br />
c) Investments in long-term assets<br />
(property, plants and equipment and<br />
intangible assets) 3.20 4.05 0.03 0.04<br />
Non-EU countries<br />
a) Turnover (external sales) 8.80 11.15 39.04 63.30<br />
b) Assets 0.00 0.00 0.00 0.00<br />
c) Investments in long-term assets<br />
(property, plants and equipment and<br />
intangible assets) 0.00 0.00 0.00 0.00<br />
The turnovers are allocated to the regions according to the customer’s seat, and the assets<br />
and investments according to the location of the assets.<br />
The transfer prices for internal group turnover are defined based on market conditions (“at<br />
arm’s length” principle).<br />
(30) Liability Relations<br />
Contingent Liability from the Negotiation and Transfer of Bills and Notes<br />
As of 31 December <strong>2005</strong> the group had contingent liabilities from the negotiation and transfer of bills<br />
and notes amounting to EUR 0.39 million (previous year: EUR 0.00 million).<br />
Contingent Liability from Joint and Several Liability for Guarantees and Cash Advances<br />
INTERSEROH AG introduced a cash pooling system with account clearing procedure for domestic<br />
subsidiaries in 1999. Under this system the balances of the integrated subsidiaries are credited or<br />
charged to the clearing account of INTERSEROH AG daily. In the cash pooling system INTERSEROH<br />
AG works together with WestLB AG, Cologne, as well as the associated state and savings banks,<br />
Commerzbank AG, Cologne, and Dresdner Bank AG, Cologne.<br />
The group has obligations totalling EUR 4.97 million (previous year: EUR 4.84 million) from<br />
surety and guarantee agreements and provision of securities for non-group liabilities.<br />
(31) Other financial obligations<br />
Apart from the finance-leasing contracts already described as financial liabilities, the group also has<br />
rental and leasing contracts (mainly property, office rooms and buildings as well as operating and<br />
business equipment, e.g. vehicles and office machines), which by their economic content must be<br />
classified as operate-leasing contracts. Rent and lease payments totalling EUR 9.45 million (previous<br />
year: EUR 9.76 million) were made for these in <strong>2005</strong>. The instalments from the operate-leasing<br />
contracts existing on the closing date will fall due in subsequent years as follows:<br />
60
<strong>2005</strong><br />
EUR million<br />
2004<br />
EUR million<br />
Within 1 year 10.97 9.45<br />
Between 1 and 5 years 11.67 11.00<br />
In more than 5 years 6.12 7.78<br />
28.76 28.23<br />
(32) Management of financial risks<br />
INTERSEROH’s risk strategy calls for avoiding, hedging or insuring specific risks. These risks are<br />
operational risks resulting from day-to-day business. The goal is not to avoid all potential risks, but to<br />
establish room for manoeuvre to enable conscious risk-taking based on comprehensive knowledge of<br />
the risks involved and the overall context of the risks.<br />
Further development of the system in order to provide necessary and successful support to<br />
the segments of the INTERSEROH Group is also the goal and responsibility of group management<br />
and the segment directors.<br />
As components of the risk management system, the definition, identification, evaluation and<br />
response to existing risks are routinely checked for completeness.<br />
The system is expanded whenever the possibility of a loss is identified and the occurrence of a<br />
major loss cannot be dismissed as entirely improbable. New elements have also been added to the<br />
system in cases where the risk sensitivity and communication of employees could be improved with<br />
the resultant benefits for stable business development.<br />
The risk management system extends to and integrates all operational units of the group<br />
and includes the following characterising elements among others:<br />
• ensuring the necessary liquidity at all times<br />
• assessment of price change risks (value-at-risk analysis) in all raw materials trading segments<br />
• timely hedging of exchange rate risks<br />
• organisational manual as guideline for all group units, among others for the risk fields of securing<br />
receivables including political and economic national risks, exchange rates, insurance<br />
• rules of procedure with defined approval requirements.<br />
The liquidity needed in the group is secured by longer term, fixed-interest and bilateral loans<br />
as well as lines of credit. A day-based inflow and outflow plan guarantees a permanent overview of the<br />
need in the group.<br />
Any need extending beyond the short-term liquidity available can be covered completely at all<br />
times by rolling cash credit lines granted by the commercial banks for at least one year.<br />
The change in the exchange rate of the euro against other currencies, especially the US<br />
dollar, leads in international business relations not only to general risks but also special exchange rate<br />
risks. Generally it should be attempted to leave these currency risks with the business partner, i.e. to<br />
invoice in euros. Where this is not possible, the internal guideline must be observed.<br />
Speculative transactions (volume and/or price obligations without concrete need) are not<br />
permitted. This also includes contracts in foreign currency speculating on a gain in the exchange rate.<br />
The foreign currency receivables and liabilities resulting from contracts must be hedged when<br />
exceeding a volume of EUR 0.025 million. Hedging may be effected exclusively by way of foreign<br />
exchange forward contracts (in the form of micro or macro hedging) or with existing currency stocks.<br />
Options or similar business transactions are not permitted.<br />
Micro hedging secures the risks of each individual item separately.<br />
In macro hedging the net risk existing is first determined. To this end, existing hedge items<br />
(receivables and liabilities in the same foreign currency – in so far as their amounts and periods<br />
correspond) are eliminated. The open surplus remaining is then closed by an opposing hedge<br />
transaction.<br />
Stockpiling of foreign currencies is not permitted.<br />
To avoid price change risks in transactions in the raw materials trading segment (value-atrisk<br />
analysis), the trade is effected back-to-back, i.e. without risk.<br />
In the INTERSEROH Group credit risks in the field of trade accounts receivable are generally<br />
transferred to a third party in the form of trade credit insurance. There is an instruction in the group<br />
that business exceeding the insured limit per debtor may not be transacted. This rule may only be<br />
deviated from in justified individual cases and only after prior approval by management or the<br />
management board. Compliance with the trade credit limits is monitored at regular intervals.<br />
61
(33) Derivative financial instruments<br />
All foreign currency receivables and liabilities in the INTERSEROH Group resulting from contracts are<br />
hedged without exception (upwards of a volume of more than EUR 0.025 million). Generally hedging<br />
for transactions in foreign currency is effected exclusively by forward exchange transactions. Only<br />
banks of first-class financial standing are used. Hedging is used according to standardised guidelines,<br />
subject to strict control and usually restricted to securing operational business.<br />
In the forward exchange transaction a certain exchange rate is defined for a certain time in the<br />
future at the time of the underlying transaction. This ensures that the maturity date is identical with the<br />
payment date of the underlying receivable or liability and that no outstanding foreign currency or<br />
forward dispositions arise.<br />
They are valued at fair value. “Normal” purchases and sales of financial assets pursuant to<br />
IAS 39 are entered in the balance sheet according to the accounting method on the day of<br />
performance. The aim of the use of derivative financial instruments is mainly to rule out influences on<br />
operational business by exchange rate changes.<br />
As of the closing date the INTERSEROH Group had forward exchange transactions to secure<br />
trade accounts invoiced in foreign currencies, each of which was based on a corresponding underlying<br />
transaction with identical amount and period.<br />
At a nominal amount of USD 1.87 million (corresponds to EUR 1.57 million), the derivative<br />
financial instruments are reported under the short-term financial liabilities with their negative market<br />
value of EUR 0.007 million (previous year: positive EUR 0.029 million under the short-term financial<br />
assets).<br />
There is no own market risk from the forward exchange transactions themselves because the<br />
linked operational business results in a closed item, which ensures that liquidity is available in the<br />
secured currency in the corresponding amount at the agreed date.<br />
Profits and losses from the development of the market values of the fair value hedges are<br />
taken into account directly in the income statement in that the results from the hedge and those from<br />
the underlying transaction are incorporated with effect on net income.<br />
A non-payment risk does not exist.<br />
All the forward exchange transactions entered into to secure currency risks have (as in the<br />
previous year) a remaining term of up to one year.<br />
(34) Original financial instruments<br />
The stock of original financial instruments can be seen in the balance sheet. The explanations on<br />
them are given in the explanations of the respective balance sheet item.<br />
(35) Information on closely related companies and persons<br />
In the course of operational business the companies in the INTERSEROH Group obtain materials,<br />
supplies and services from numerous business partners Europe-wide. Among them are companies in<br />
which INTERSEROH holds an interest as well as companies that have connections with members of<br />
the Supervisory Board of INTERSEROH AG. <strong>Business</strong> with these companies is transacted on the<br />
same terms as with external third parties. The companies in the INTERSEROH Group were not<br />
involved in any transactions of significance for the Management Board or companies or persons close<br />
to the Management Board that were unusual in type or nature. The organisational guidelines stipulate<br />
that in the case of unusual transactions with closely related persons or companies the prices agreed<br />
must be reviewed by two independent auditors to ensure conformity with market prices.<br />
Expenses and earnings with associated companies or subsidiaries not included in the<br />
consolidated financial statements are only of minor significance for the evaluation of the financial,<br />
earnings and liquidity position and the payment flows of the group.<br />
Two members of the Supervisory Board indirectly held a shareholding of more than one<br />
percent each of the shares issued by the company as of 31 December <strong>2005</strong> (cf. note (42)).<br />
The shareholdings of all other members of the Supervisory Board and Management Board as<br />
of 31 December <strong>2005</strong> were neither directly nor indirectly more than one percent of the shares issued<br />
by the company. The total shareholding of all other members of the Supervisory Board and<br />
Management Board also lay under one percent on the closing date.<br />
62
(36) Management Board and Supervisory Board<br />
Management Board<br />
The Management Board comprised the following members in the year under review:<br />
• Dr. Werner Kook (Chairman), Dinslaken<br />
• Johannes-Jürgen Albus, Cologne<br />
• Christian Rubach, Düsseldorf<br />
• Roland Stroese, Cologne (from 8 October <strong>2005</strong>)<br />
• Michael Mevissen, Tönisvorst (to 30 June <strong>2005</strong>)<br />
The total compensation of the Management Board of INTERSEROH AG for its work amounted to EUR<br />
1.47 million (previous year: EUR 1.48 million) in <strong>2005</strong>. This sum contains a variable component of<br />
EUR 0.48 million (previous year: EUR 0.41 million). A sum of EUR 0.11 million was paid to former<br />
members of the Management Board and their dependents. A total of EUR 0.05 million was allocated<br />
to provisions for pension commitments to former members of the Management Board and their<br />
dependents.<br />
The profession exercised by the members of the Management Board lies in managing and<br />
representing the company.<br />
Supervisory Board<br />
The following persons belonged to the company’s Supervisory Board in the past financial year:<br />
Supervisory Board<br />
Member (Profession)<br />
Dr. Axel Schweitzer,<br />
Velten/Berlin<br />
Chairman (since<br />
31.03.<strong>2005</strong>)<br />
(Member of the<br />
Management Board of<br />
ALBA AG)<br />
Mr. Friedrich Carl<br />
Janssen, Cologne<br />
Vice Chairman (since<br />
31.03.<strong>2005</strong>)<br />
(Co-owner of Bankhaus<br />
Sal. Oppenheim jr. & Cie.<br />
KgaA, <strong>Business</strong> Graduate)<br />
Member in Committees of<br />
the Supervisory Board of<br />
INTERSEROH AG<br />
Personnel Committee<br />
Personnel Committee<br />
Audit Committee<br />
Membership in Other<br />
Statutory Supervisory<br />
Boards<br />
AXA Service AG, Cologne<br />
Content Management AG,<br />
Cologne<br />
european transaction bank<br />
AG, Frankfurt am Main<br />
Gardeur AG,<br />
Mönchengladbach<br />
(Chairman)<br />
Sal. Oppenheim<br />
International S.A.,<br />
Luxembourg<br />
Bank Sal. Oppenheim<br />
jr.&Cie. (Luxembourg)<br />
S.A., Luxembourg<br />
IV.Oppenheim AG,<br />
Cologne<br />
V. Oppenheim AG,<br />
Cologne<br />
Services Généraux de<br />
Gestion S.A., Luxembourg<br />
Membership in other<br />
Controlling Boards in<br />
Terms of § 125, Par. 1.5.3,<br />
Corporation Act<br />
63
Mr. Hans-Jörg Vetter,<br />
Berlin<br />
Vice Chairman (since<br />
31.03.<strong>2005</strong>)<br />
(Chairman of the<br />
Management Board of<br />
Bankgesellschaft Berlin<br />
AG, Banker)<br />
Dr. Eric Schweitzer,<br />
Velten/Berlin<br />
Vice Chairman (to<br />
31.03.<strong>2005</strong>)<br />
(Member of the<br />
Management Board of<br />
ALBA AG, President of the<br />
IHK Berlin, <strong>Business</strong><br />
Graduate)<br />
Mr. Bernd Aido, Lübeck<br />
(<strong>Business</strong>man)<br />
Dr. jur. Jürgen R.<br />
Neuhaus, Cologne<br />
(Lawyer)<br />
Dr. Wolfgang Bosch,<br />
Neu-Anspach<br />
(since 23.06.<strong>2005</strong>)<br />
(Lawyer)<br />
Personnel Committee Berlin-Hannoversche<br />
Hypothekenbank AG,<br />
Berlin/Hanover (Chairman)<br />
Immobilien- u.<br />
Baumanagement der<br />
Bankgesellschaft Berlin<br />
GmbH, Berlin (Chairman)<br />
LPFV Finanzbeteiligungs-<br />
u. Verwaltungs GmbH,<br />
Berlin<br />
(Chairman)<br />
IBAG Immobilien u.-<br />
Beteiligungen AG, Berlin<br />
(Chairman)<br />
Audit Committee Babcock Borsig AG in<br />
liquidation, Oberhausen<br />
(Supervisory Board<br />
Member)<br />
Personnel Committee<br />
Audit Committee<br />
Eisen- und Hüttenwerke<br />
AG, Cologne (Supervisory<br />
Board Member)<br />
UNIPLAN International<br />
GmbH & Co. KG, Kerpen<br />
(Supervisory Board<br />
Member)<br />
Allweiler AG, Radolfzell<br />
(Supervisory Board<br />
Member)<br />
DekaBank Deutsche<br />
Girozentrale, Frankfurt am<br />
Main (Board of Directors)<br />
BEHALA Berliner Hafen-<br />
und Lagerhausgesellschaft<br />
mbH, Berlin<br />
(Corporation under Public<br />
Law)<br />
Stiftung Pfefferwerk, Berlin<br />
METRO CAPITAL BV,<br />
Netherlands (retired on<br />
01.07.<strong>2005</strong>)<br />
64
Mr. Friedrich Merz,<br />
Arnsberg<br />
(since 23.06.<strong>2005</strong>)<br />
(Law Firm Mayer Brown<br />
Rowe & Maw LLP, Berlin /<br />
Frankfurt, Lawyer)<br />
Mr. Joachim Edmund<br />
Hunold, Düsseldorf<br />
(since 25.07.<strong>2005</strong>)<br />
(Managing Partner of AIR<br />
Berlin GmbH & Co.<br />
Luftverkehrs KG)<br />
Mr. Norbert Rethmann,<br />
Selm<br />
(to 24.02.<strong>2005</strong>)<br />
(<strong>Business</strong>man)<br />
Dr. Walter Aden,<br />
Dortmund<br />
(to 23.06.<strong>2005</strong>)<br />
(Honorary Principal<br />
Managing Director of the<br />
IHK Dortmund, <strong>Business</strong><br />
Graduate)<br />
Mr. Gotthard Graß,<br />
Frankfurt<br />
(to 23.06.<strong>2005</strong>)<br />
(Principal Managing<br />
Director of the Federation<br />
of the Electrotechnical and<br />
Electronics Industries –<br />
ZVEI -, Graduate<br />
Engineer)<br />
AXA Versicherung AG,<br />
Cologne<br />
Deutsche Börse AG,<br />
Frankfurt am Main<br />
Deutsche Rockwool<br />
GmbH, Gladbeck<br />
BVG Berliner<br />
Verkehrsbetriebe, Berlin<br />
(Corporation under Public<br />
Law)<br />
iFH Aktiengesellschaft,<br />
Frankfurt am Main (to<br />
31.12.<strong>2005</strong>)<br />
Rethmann Beteiligungs<br />
AG (Chairman)<br />
RHENUS Verwaltungs AG<br />
(Chairman)<br />
Bischof + Klein GmbH &<br />
Co. KG, Lengerich<br />
(Advisory Board<br />
Chairman)<br />
TAROX Holding AG,<br />
Lünen (Chairman)<br />
DOC CONNEX AG,<br />
Dortmund (Chairman)<br />
BASF NV, Antwerp /<br />
Belgium<br />
(Member of the Board of<br />
Directors, non-executive)<br />
Stadler Rail AG, Bussnang<br />
/ Switzerland (Member of<br />
the Board of Directors,<br />
non-executive)<br />
Elektro-Altgeräte-Register<br />
GbR-<br />
Projektgesellschaft,Fürth<br />
(Supervisory Board<br />
Member)<br />
ZVEI-Service GmbH,<br />
Frankfurt<br />
(Shareholder<br />
Representative)<br />
Stiftung “Elektro-Altgeräte-<br />
Register”, Fürth (Member<br />
of First Board)<br />
65
Mr. Christian Jeschonek,<br />
Cologne<br />
(to 08.02.<strong>2005</strong>)<br />
(<strong>Business</strong>man)<br />
Mr. Andreas Seibert,<br />
Korschenbroich<br />
(to 23.06.<strong>2005</strong>)<br />
(Banker)<br />
Mr. Jürgen Tönsmeier,<br />
Porta Westfalica<br />
(to 09.07.<strong>2005</strong>)<br />
(Managing Director of Karl<br />
Tönsmeier Entsorgungs<br />
GmbH & Co. KG,<br />
<strong>Business</strong>man)<br />
Trinkpack AG, Cologne<br />
(Supervisory Board<br />
Member)<br />
Trinkpack AG,<br />
Cologne<br />
(Chairman)<br />
GvoA mbH & Co.KG, Hille<br />
Westsächsische<br />
Entsorgungs- und<br />
Verwertungsgesellschaft<br />
mbH, Leipzig (Supervisory<br />
Board Member)<br />
Entsorgungsgesellschaft<br />
Stollberg mbH, Stollberg<br />
(Supervisory Board<br />
Member)<br />
Gesellschaft für<br />
Abfallentsorgung Lippe<br />
GmbH, Lemgo<br />
The members of the Supervisory Board received a total compensation of EUR 0.11 million (previous<br />
year: EUR 0.13 million) in the period from 1 January to 31 December <strong>2005</strong>.<br />
No loans to members of the Management Board or Supervisory Board existed as of 31 December<br />
<strong>2005</strong>. No loans were redeemed in the year under review.<br />
The share of all Supervisory Board members in the total holdings of INTERSEROH AG amounted to<br />
25.75 percent as of the closing date on 31 December <strong>2005</strong>.<br />
(37) Workforce<br />
The average number of employees is as follows:<br />
<strong>2005</strong> 2004<br />
Salaried employees 647 616<br />
Industrial workers 654 638<br />
1,301 1.254<br />
Part-time workers were converted to full time.<br />
(38) Fee for the auditors<br />
The fee for the auditors in terms of § 319, Par. 1, Clause 1, 2 HGB reported as expense in the<br />
financial year amounted to a total of EUR 0.62 million, of which EUR 0.46 million went on the audit,<br />
EUR 0.09 million on tax consulting services and EUR 0.07 million on other services.<br />
66
(39) Events after the closing date<br />
No events that would be of importance to the assessment of the financial, earnings and liquidity<br />
position and the payment flows of INTERSEROH AG occurred by 20 February 2006 (date of release<br />
of the consolidated financial statements by the Management Board for handover to the Supervisory<br />
Board).<br />
(40) Explanations on change to IFRS<br />
As mentioned in the introduction, these consolidated financial statements are the first “mandatory”<br />
consolidated financial statements to be prepared according to IFRS. To determine the comparative<br />
figures for the previous year, it was necessary to prepare an IFRS opening balance sheet as of 1<br />
January 2004 on the basis of the consolidated financial statements as of 31 December 2003 prepared<br />
according to HGB.<br />
The following table and subsequent explanations describe the main effects of the change to<br />
IFRS for the balance sheet items concerned both in the IFRS opening balance sheet as of 1 January<br />
2004 and in the IFRS consolidated balance sheet for the previous year as of 31 December 2004 and<br />
also for the items concerned in the consolidated income statement for 2004.<br />
01.01.2004 31.12.2004<br />
HGB Transition IFRS HGB Transition IFRS<br />
EUR EUR EUR EUR EUR EUR<br />
Note million million million million million million<br />
Long-term assets<br />
Intangible assets a. c 20.53 0.73 21.26 16.08 5.25 21.33<br />
Goodwill a 18.90 0.00 18.90 14.76 4.61 19.37<br />
Other intangible assets c 1.63 0.73 2.36 1.33 0.63 1.96<br />
Property, plants and equipment b. c. d 50.12 5.63 55.75 46.44 6.27 52.71<br />
Holdings valued at equity 4.65 0.00 4.65 6.43 0.00 6.43<br />
Financial assets 587 0.00 5.87 4.80 0.00 4.80<br />
Other receivables f. i 1.59 -1.39 0.20 2.18 -2.02 0.16<br />
Deferred tax claims i 1.20 9.05 10.25 1.44 7.61 9.05<br />
Short-term assets<br />
Inventories<br />
83.96 14.02 97.98 77.38 17.10 94.48<br />
Trade accounts receivable e 29.00 0.00 29.00 41.07 1.40 42.47<br />
Financial assets 105.19 0.22 105.41 132.20 -0.07 132.13<br />
Other receivables 0.25 0.08 0.33 0.25 0.02 0.27<br />
Current income tax claims f 7.89 -0.35 7.54 8.58 -0.38 8.20<br />
Cash and cash equivalents 0.94 0.00 0.94 2.67 0.00 2.67<br />
26.65 0.00 26.65 31.23 0.00 31.23<br />
Total assets 169.92 -0.05 169.87 216.00 0.97 216.97<br />
67
Equity<br />
Share of equity attributable to<br />
the shareholders of the parent<br />
company<br />
Subscribed capital 25.58 0.00 25.58 25.58 0.00 25.58<br />
Reserves j 52.84 6.99 59.83 73.13 7.84 80.97<br />
78.42 6.99 85.41 98.71 7.84 106.55<br />
Minority interests 0.28 0.00 0.28 0.58 -0.04 0.54<br />
78.70 6.99 85.69 99.29 7.80 107.09<br />
Debts<br />
Long-term debts<br />
Provisions for pensions and<br />
similar obligations F 17.14 3.02 20.16 16.47 3.73 20.20<br />
Other long-term provisions d 1.57 1.71 3.28 4.41 1.05 5.46<br />
Deferred tax liabilities i 0.00 1.36 1.36 0.00 3.66 3.66<br />
Financial liabilities c 23.06 4.32 27.38 28.84 3.89 32.73<br />
Other liabilities 1.93 -0.04 1.89 1.97 0.64 2.61<br />
43.70 10.37 54.07 51.69 12.97 64.66<br />
Short-term debts<br />
Provisions d, f-i 55.63 -52.6 3.02 57.13 -53.42 3.71<br />
Current income tax liabilities 1.12 0.00 1.12 6.70 0.00 6.70<br />
Financial liabilities c 20.98 1.29 22.27 13.88 1.55 15.43<br />
Trade accounts payable 42.58 31.73 74.31 56.49 34.51 91.00<br />
Other liabilities 11.17 16.20 27.37 8.20 14.66 22.86<br />
131.48 -3.39 128.09 142.40 -2.70 139.70<br />
175.18 6.98 182.16 194.09 10.27 204.36<br />
Total liabilities 253.88 13.97 267.85 293.38 18.07 311.45<br />
a) According to IFRS 3, scheduled depreciation should not be effected on goodwill from company<br />
mergers after 31 March 2004. Pursuant to IFRS 1 – IFRS 3 notwithstanding – the INTERSEROH<br />
consolidated financial statements additionally do not update scheduled depreciations on goodwill from<br />
earlier company mergers from 1 January 2004 on. Instead of the scheduled depreciations, impairment<br />
tests are carried out at least once a year.<br />
The elimination of the depreciations effected in 2004 according to HGB resulted in an increase<br />
in the item of goodwill and a reduction in depreciations as of 31 December 2004 of EUR 4.61 million<br />
each. Depreciations due to impairment tests did not have to be included. There were no changes to 1<br />
January 2004.<br />
b) The extraordinary depreciation effected on a business premises in the HGB financial statements for<br />
2004 was eliminated in the IFRS financial statements for 2004 because the review of value in the<br />
impairment test did not refer to the individual asset, but to the cash generating unit. According to the<br />
underlying concept for this apportionment in the INTERSEROH Group, the value of the cash<br />
generating unit in this case was retained and therefore no extraordinary depreciation had to be<br />
effected on the property.<br />
The fixed assets rose as a result by EUR 0.75 million as of 31 December 2004, while the<br />
depreciations for 2004 dropped by the same amount. There was no change to 1 January 2004.<br />
c) To assess leasing contracts, the tax leasing abatements are usually used in HGB consolidated<br />
financial statements. The classification of leasing objects is regulated for IFRS by IAS 17. In financeleasing<br />
contracts the lessor must report the leasing objects and leasing liabilities discounted over the<br />
period of the contract in his balance sheet.<br />
Accordingly, financial expenses in the form of depreciations and interest expenses must be<br />
included in the income statement according to IFRS. The rent and lease payments shown in the HGB<br />
financial statements under other operating expenses must be eliminated in the IFRS financial<br />
statements in turn.<br />
For the other intangible assets there were book value increases of EUR 0.73 million per 1<br />
January 2004 and of EUR 0.64 million per 31 December 2004. Depreciations of EUR 0.09 million and<br />
interest expenses of EUR 0.03 million were additionally included in the financial expenses.<br />
68
The book values of property, plants and equipment rose by EUR 4.97 million per 1 January<br />
2004 and by EUR 4.92 million per 31 December 2004. Additional depreciations and interest expenses<br />
of EUR 1.15 million and EUR 0.29 million respectively were included in the financial expenses.<br />
By entering the discounted leasing liabilities as liabilities, the financial liabilities on 1 January<br />
2004 rose by EUR 5.61 million and on 31 December 2004 by EUR 5.43 million. Rent and lease<br />
payments amounting to EUR 1.57 million were eliminated from the other operating expenses.<br />
d) According to both HGB and IFRS, provisions must be formed for obligations to return rented or<br />
leased property to its original condition if the obligation for a provision is adequately concretised.<br />
Regarding the size of the provision, IFRS prescribes in contrast to HGB an allocation of the full<br />
restoration costs taking the foreseeable point in time of restoration into consideration already when the<br />
obligation is created. According to HGB, the transfer to the provision is effected pro rata over the<br />
period of use of the asset.<br />
The formation of such provisions – and if applicable also changes to them – is not – in contrast<br />
to HGB accounting – entered with effect on net income directly on creation of the obligation, but<br />
allocated to the assets concerned and written off like these by scheduled depreciation or as the result<br />
of an impairment test. The provisions are discounted according to the term of the underlying contracts<br />
and allocated proportionately every year up to the expected total obligation.<br />
This resulted in additional provisions and short-term liabilities amounting to EUR 0.66 million<br />
per 1 January 2004 and EUR 0.42 million per 31 December 2004. The property, plants and equipment<br />
rose accordingly by EUR 0.66 million per 1 January 2004 and EUR 0.61 million per 31 December<br />
2004. Depreciations of EUR 0.18 million and interest expenses of EUR 0.04 million were additionally<br />
included in the financial expenses. Transfers of EUR 0.40 million to the HGB provisions were<br />
eliminated in the other operating expenses.<br />
e) According to HGB, the inventories were subjected to a lowest-value test also regarding lower<br />
replacement costs. According to IFRS, valuation is effected exclusively on the basis of sales-market<br />
orientated loss-free valuation.<br />
The resultant effect increased the value of the inventories as of 31 December 2004 by EUR<br />
1.40 million and reduced the cost of materials by the same amount. In addition to this, the inventory<br />
changes in the income statement for 2004 were adjusted neutrally against the cost of materials (at<br />
EUR 6.42 million). There were no effects as of 1 January 2004.<br />
f) Provisions must be formed for pension commitments according to both German accounting rules<br />
and IFRS. In the HGB financial statements the pension commitments are calculated at the amount of<br />
the present actuarial value according to § 6a Income Tax Act. Deviations between the value rates<br />
according to IFRS and HGB / Income Tax Act result especially from the different treatment of actuarial<br />
profits and losses. In addition to this, the calculation of provisions for pensions according to IFRS is<br />
effected in contrast to HGB on the basis of company-specific parameters and interest rates. According<br />
to IFRS, calculation of the provisions for pensions by the German present actuarial value method is<br />
not permitted. The provisions for pensions must be calculated by the projected unit credit method<br />
taking future salary and pension increases into consideration.<br />
The different calculation of provisions for pensions resulted in reductions in the other<br />
receivables of EUR 0.87 million per 1 January 2004 and EUR 0.99 million per 31 December 2004<br />
since the reinsurance shown there in the HGB consolidated financial statements is shown in the IFRS<br />
consolidated financial statements as plan assets balanced against the liabilities from pension<br />
commitments. Nevertheless the “net provisions for pensions” according to IFRS are higher than<br />
according to HGB by EUR 3.51 million per 1 January 2004 and EUR 3.69 million per 31 December<br />
2004.<br />
The personnel expenses for 2004 according to IFRS are lower by EUR 0.85 million. On the<br />
other hand, an additional EUR 1.03 million had to be included as interest expenses. The transfers to<br />
reinsurance in the HGB consolidated financial statements of EUR 0.12 million were eliminated from<br />
the other operating income in the IFRS consolidated financial statements.<br />
g) Within the other provisions, the provisions for restructuring and other provisions for accrued<br />
expenses led in addition to the obligation to return property to its original condition to an increase in<br />
equity according to IFRS because the application of provisions for restructuring according to IFRS is<br />
69
linked in contrast to HGB to very strict requirements and provisions for restructuring formed according<br />
to HGB may not be applied under IFRS.<br />
Overall the provisions dropped by EUR 4.11 million per 1 January 2004 and by EUR 2.98<br />
million per 31 December 2004. In the income statement for 2004 other operating expenses of EUR<br />
1.13 million and an increase in the (deferred) income tax expenditure by EUR 0.2 million resulted from<br />
the adjustment of the corresponding provisions.<br />
h) Further, some obligations that are to be shown as provisions according to HGB, e.g. provisions for<br />
outstanding incoming invoices or vacation remuneration, must be shown as short-term liabilities<br />
according to IFRS.<br />
The corresponding neutral reorganisations led to a reduction in the long and short-term other<br />
provisions by a total of EUR 49.87 million per 31 December 2004 (EUR 47.94 million per 1 January<br />
2004) and an increase in trade accounts payable by EUR 34.51 million per 31 December 2004 (EUR<br />
31.73 million per 1 January 2004) as well as the long and short-term other liabilities by a total of EUR<br />
15.36 million per 31 December 2004 (EUR 16.21 million per 1 January 2004).<br />
i) Deviations not resulting from the change to IFRS<br />
Due to information acquired after preparation of the HGB consolidated balance sheet, the value rate<br />
for a long-term receivable of EUR 0.94 million was already increased in the IFRS opening balance<br />
sheet per 1 January 2004 by EUR 0.84 million to EUR 1.78 million and discounted to EUR 1.48 million<br />
per 31 December 2004.<br />
In addition to this – also as of 1 January 2004 – an individual value adjustment was formed in<br />
full amount. In the IFRS consolidated financial statements for 2004 the increase in the receivable<br />
(EUR 0.84 million from the other operating income) and the discounting (EUR 0.30 million from the<br />
interest expense) were consequently eliminated. Instead a mark-up to the receivable of EUR 0.08<br />
million to EUR 1.48 million was entered (against interest earnings), which has also been value-<br />
adjusted in full (other operating expenses).<br />
In the IFRS consolidated income statement it was also necessary to move receiving and<br />
freight costs from the other operating expenses to cost of materials (total EUR 4.79 million). This did<br />
not result in any effects on the balance sheet or the net income.<br />
j) The above-mentioned changes increased the deferred tax claims to be shown – based on a tax rate<br />
of 39.90 percent – as follows:<br />
Note 31.12.2004 01.01.2004<br />
EUR million EUR million<br />
Goodwill a -0.77 0.00<br />
Property, plants and equipment b -0.30 0.00<br />
Finance-leasing c 0.08 0.10<br />
Inventories d -0.55 0.00<br />
Provisions for pensions e 1.86 1.74<br />
Obligations to return property to original condition f -0.07 0.00<br />
Other provisions g -0.13 -0.44<br />
HGB options follows 1.82 3.72<br />
Loss carry-forwards for tax purposes follows 3.47 3.78<br />
5.40 8.89<br />
The balance sheet as of 1 January 2004 shows deferred tax claims of EUR 10.25 million and<br />
deferred tax liabilities of EUR 1.36 million. As of 31 December 2004 the deferred tax claims amounted<br />
to EUR 9.06 million and the deferred tax liabilities to EUR 3.66 million.<br />
The effect on the income statement for 2004 was an increase in income tax expenditure by<br />
EUR 3.49 million.<br />
Whereas an accounting option exists for active deferred taxes according to HGB, deferred<br />
taxes are generally to be formed according to IFRS for all temporary (and quasi-permanent)<br />
differences between the value rates of the tax balance sheet and the consolidated balance sheet.<br />
The deferred taxes are calculated using a standardised group tax rate of 39.90 percent or<br />
26.38 percent if the difference for municipal trade tax does not have to be considered.<br />
70
In addition to this – and in contrast to HGB – deferred tax claims on expected future tax<br />
reductions from the crediting of loss carry-forwards for tax purposes are capitalised according to IFRS<br />
if it is adequately probable that the loss carry-forwards can be used in the future.<br />
k) The effect of the above-mentioned conversions on the retained earnings are shown in the following<br />
table:<br />
Note 01.01.2004 31.12.2004<br />
EUR million EUR million<br />
Goodwill a 0.00 4.61<br />
Property, plants and equipment b 0.00 0.75<br />
Finance-leasing c 0.09 0.12<br />
Inventories e 0.00 1.40<br />
Provisions for pensions f -4.32 -4.68<br />
Obligations to return property to original condition d 0.00 0.19<br />
Other provisions g 4.11 2.98<br />
Deferred taxes j 7.70 3.95<br />
Other i -0.58 -1.48<br />
6.99 7.84<br />
These effects are to be allocated to:<br />
Shareholders of the parent company 6.99 7.88<br />
Minority interests 0.00 -0.04<br />
6.99 7.84<br />
l) The conversion of the income statement for 2004 to IFRS is shown in the following table:<br />
Note HGB Transition IFRS<br />
EUR million EUR million EUR million<br />
Turnover 1,040.15 0.00 1,040.15<br />
Increase in inventories of finished goods and<br />
work in progress e 12.86 7.82 20.68<br />
Other operating income f, i 13.75 -1.30 12.45<br />
Cost of materials e, i -865.11 -11.21 -876.32<br />
Personnel expenses f -65.51 0.85 -64.66<br />
Depreciations a, b, c, d -15.73 3.94 -11.79<br />
Other operating expenses c, d, g, i -79.17 5.43 -73.74<br />
Other taxes -1.51 0.00 -1.51<br />
Financial earnings i 3.49 0.07 3.56<br />
Financial expenses c, d, f -4.54 -1.06 -5.60<br />
Earnings before taxes 40.19 4.54 44.73<br />
Taxes on income and earnings g, j -11.39 -3.74 -15.13<br />
Consolidated net income 28.80 0.80 29.60<br />
Profit/Loss for other shareholders -0.25 0.04 -0.21<br />
Consolidated unappropriated net income 28.55 0.84 29.39<br />
Earnings per share 2.90 0.09 2.99<br />
71
Separate Notes and Information According to § 315 a of the German Commercial Code<br />
(41) Corporate governance according to § 161 of the Corporation Act<br />
The Management Board and Supervisory Board of INTERSEROH AG issued their annual declaration<br />
on the recommendations of the “Government Commission German Corporate Governance Code” in<br />
December <strong>2005</strong> and posted it on the company’s website (www.interseroh.de, Category Investor<br />
Relations, Corporate Governance).<br />
(42) Information according to the Securities Trading Act<br />
Notices in accordance with the Securities Trading Act were published in the Bundesanzeiger (Federal<br />
Gazette) as follows:<br />
1. Sal. Oppenheim jr. & Cie. Kommanditgesellschaft auf Aktien, Unter Sachsenhausen 4, 50667<br />
Cologne, gave notice to INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />
(INTERSEROH AG) on 4 January <strong>2005</strong> in accordance with § 21 of the Securities Trading Act that its<br />
share of the voting rights in INTERSEROH AG had dropped below the 10 percent threshold and the<br />
five percent threshold on 29 December 2004. Sal. Oppenheim jr. & Cie. Kommanditgesellschaft auf<br />
Aktien further gave notice that its share of the voting rights in INTERSEROH AG was now null percent.<br />
2. RETHMANN AG & Co.(Selm, Germany) notified us in accordance with §§ 21, Par. 1, 22, Par. 1,<br />
Clause 1, No. 1 of the Securities Trading Act as follows:<br />
“We hereby give notice pursuant to §§ 21, Par. 1, 22, Par. 1, Clause 1, No. 2 of the Securities<br />
Trading Act that the share of the voting rights of our subsidiary company RETHMANN<br />
Unternehmensbeteiligungs GmbH, Werner Straße 95, 59379 Selm, in INTERSEROH AG zur<br />
Verwertung von Sekundärrohstoffen, Cologne, remains above the 10 percent threshold on 23.02.<strong>2005</strong><br />
and that the share of the voting rights of our subsidiary company RETHMANN<br />
Unternehmensbeteiligungs GmbH on 23.02.<strong>2005</strong> remains at 14.9942 percent.<br />
These voting rights are now attributable to us in full according to § 22, Par. 1, Clause 1, No. 2<br />
of the Securities Trading Act.”<br />
“We hereby give notice pursuant to § 21, Par. 1, Clause 1 of the Securities Trading Act that<br />
the share of the voting rights of our subsidiary company RETHMANN Unternehmensbeteiligungs<br />
GmbH, Werner Straße 95, 59379 Selm, in INTERSEROH AG zur Verwertung von<br />
Sekundärrohstoffen, Cologne, dropped below the thresholds of 10 percent and five percent of the<br />
voting rights on 15 March <strong>2005</strong>. Its share of the voting rights has been null since 15.03.<strong>2005</strong>.<br />
The share of the voting rights attributable to our company according to § 22, Par. 1, Clause 1,<br />
No. 1 of the Securities Trading Act also dropped below the threshold of 10 percent and five percent of<br />
the voting rights on 15.03.<strong>2005</strong> and has been null since 15.03.<strong>2005</strong>.”<br />
3. ALBA AG (Velten, Germany) issued us the following notice pursuant to § 21 of the Securities<br />
Trading Act:<br />
“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that the share of<br />
the voting rights of ALBA AG in INTERSEROH AG continues to exceed the thresholds of five percent,<br />
10 percent and 25 percent on 16.03.<strong>2005</strong>.<br />
ALBA AG is the acquiring legal entity of the merger with ALBA Beteiligungs GmbH effective<br />
since 16.03.<strong>2005</strong> and now directly holds a share of the voting rights in INTERSEROH AG of 25.75<br />
percent.”<br />
“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that the share of<br />
the voting rights of ALBA Beteiligungs GmbH, Germany, Velten near Berlin, in INTERSEROH AG<br />
dropped below the thresholds of 25 percent, 10 percent and five percent on 16.03.<strong>2005</strong>.<br />
ALBA Beteiligungs GmbH was merged into ALBA AG with effect from 16.03.<strong>2005</strong> and now<br />
holds no voting right shares in INTERSEROH AG.”<br />
“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that our share<br />
of the voting rights in INTERSEROH AG zur Verwertung von Sekundärrohstoffen dropped below the<br />
thresholds of 25 percent, 10 percent and five percent on 8 December <strong>2005</strong> and now amounts to null<br />
percent.”<br />
72
4. Praetorium 61. VV GmbH, Berlin, issued us the following notice pursuant to § 21 of the Securities<br />
Trading Act:<br />
“We, Praetorium 61. VV GmbH, whose renaming to Isabell Finance Vermögensverwaltung<br />
GmbH has been decided but not yet entered in the Commercial Register, hereby give notice pursuant<br />
to § 21, Par. 1 of the Securities Trading Act that our share of the voting rights in INTERSEROH<br />
Aktiengesellschaft zur Verwertung von Sekundärrohstoffen exceeded the thresholds of five percent,<br />
10 percent and 25 percent on 7 December <strong>2005</strong> and now amounts to 25.75 percent (voting rights from<br />
2,534,229 ordinary shares).”<br />
5. Inter-Sero Capitalpartners GmbH & Co. Verwaltungs KG, Berlin, issued us the following notice<br />
pursuant to § 21 of the Securities Trading Act:<br />
“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that our share of<br />
the voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />
exceeded the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now<br />
amounts to 25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are<br />
attributable to us pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />
6. Inter-Sero Capitalpartners GmbH, Berlin, issued us the following notice pursuant to § 21 of the<br />
Securities Trading Act:<br />
“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that our share of<br />
the voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />
exceeded the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now<br />
amounts to 25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are<br />
attributable to us pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />
7. Ko-Fi Koala Finance Vermögensverwaltungs GmbH, Berlin, issued us the following notice pursuant<br />
to § 21 of the Securities Trading Act:<br />
“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that our share of<br />
the voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />
exceeded the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now<br />
amounts to 25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are<br />
attributable to us pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />
8. Dr. Axel Schweitzer, Berlin, issued us the following notice pursuant to § 21 of the Securities Trading<br />
Act:<br />
“I hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that my share of the<br />
voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen exceeded<br />
the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now amounts to<br />
25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are attributable to<br />
me pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />
9. Dr. Eric Schweitzer, Berlin, issued us the following notice pursuant to § 21 of the Securities Trading<br />
Act:<br />
“I hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that my share of the<br />
voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen exceeded<br />
the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now amounts to<br />
25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are attributable to<br />
me pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />
10. Dr. Jörg Bonke, Münster, informed us pursuant to § 21, Par. 1, Clause 1 of the Securities Trading<br />
Act that he:<br />
“exceeded the thresholds of five percent and 10 percent of the voting rights in INTERSEROH<br />
AG zur Verwertung von Sekundärrohstoffen, Cologne, on 23.02.<strong>2005</strong>. My share of the voting rights<br />
amounts to 14.9942 percent.”<br />
Dr. Jörg Bonke, Münster, then informed us pursuant to § 21, Par. 1, Clause 1 Securities<br />
Trading Act that he<br />
“dropped below the thresholds of 10 percent and five percent of the voting rights in<br />
INTERSEROH AG zur Verwertung von Sekundärrohstoffen, Cologne, on 15 March <strong>2005</strong>. My share of<br />
the voting rights now amounts to null percent.”<br />
73
(42) Exemption option rights according to §§ 264, Par. 3 and 264b of the Commercial Code<br />
ISD INTERSEROH Dienstleistungs GmbH, Cologne, which is fully consolidated in the INTERSEROH<br />
Group, has exercised its option for exemption from the duty to disclose annual financial statements<br />
and a management report in accordance with the provisions applicable to corporations pursuant to §<br />
264, Par. 3 of the Commercial Code. The shareholder resolution necessary to this end has been<br />
submitted to the Commercial Register in Cologne.<br />
The following fully consolidated partnership has exercised its option for exemption from the<br />
duty to disclose annual financial statements and a management report in accordance with the<br />
provisions applicable to corporations pursuant to § 264b of the Commercial Code:<br />
• INTERSEROH Stahl- und Metallrecycling GmbH & Co. KG, Cologne<br />
Cologne, 20 February 2006<br />
INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />
The Management Board<br />
Dr. Werner Kook Johannes-Jürgen Albus<br />
Christian Rubach Roland Stroese<br />
74
Annex 1<br />
Statement of Equity Changes<br />
in the Period from 1 January 2004 to 31 December <strong>2005</strong><br />
Note<br />
Subscribed<br />
capital<br />
EUR<br />
million<br />
Parent company<br />
Surplus<br />
capital<br />
EUR<br />
million<br />
Consolidate<br />
d equity<br />
EUR<br />
million<br />
Accumulated other<br />
consolidated result<br />
Adjustment<br />
items from Other<br />
foreign neutral<br />
currency transaction<br />
conversion<br />
s<br />
EUR<br />
million<br />
EUR<br />
million<br />
As of 01.01.2004 25.58 38.61 77.34 0.00 -56.12<br />
Dividends paid (21) -8.46<br />
Changes to group of<br />
consolidated companies<br />
Other changes 0.27<br />
Consolidated net<br />
income 29.39<br />
Amounts directly<br />
incorporated in equity (21) -0.06 0.00<br />
Overall group result - - - - - - - - - - - - - - -<br />
As of 31.12.2004 25.58 38.61 98.27 -0.06 -55.85<br />
As of 01.01.<strong>2005</strong> 25.58 38.61 98.27 -0.06 -55.85<br />
Dividends paid (21) -8.46<br />
Changes to group of<br />
consolidated companies -0.02<br />
Other changes<br />
Consolidated net<br />
income 18.45<br />
Amounts directly<br />
incorporated in equity (21) 0.18 -0.03<br />
Overall group result - - - - - - - - - - - - - - -<br />
As of 31.12.<strong>2005</strong> 25.58 38.61 108.26 0.12 -55.90<br />
75
As of 01.01.2004<br />
Dividends paid<br />
Changes to group of<br />
consolidated companies<br />
Other changes<br />
Consolidated net<br />
income<br />
Amounts directly<br />
incorporated in equity<br />
Overall group result<br />
As of 31.12.2004<br />
As of 01.01.<strong>2005</strong><br />
Dividends paid<br />
Changes to group of<br />
consolidated companies<br />
Other changes<br />
Consolidated net<br />
income<br />
Amounts directly<br />
incorporated in equity<br />
Overall group result<br />
As of 31.12.<strong>2005</strong><br />
Parent company<br />
Minority interests Consolidated equity<br />
Equity Minority capital<br />
EUR million EUR million EUR million<br />
85.41 0.28 85.69<br />
-8.46 -0.04 -8.50<br />
0.00 0.07 0.07<br />
0.27 0.00 0.27<br />
29.39 0.21 29.60<br />
-0.06 0.02 -0.04<br />
29.33 0.23 29.56<br />
106.55 0.54 107.09<br />
106.55 0.54 107.09<br />
-8.46 -0.29 -8.75<br />
-0.02 0.26 0.24<br />
0.00 0.75 0.75<br />
18.45 0.52 18.97<br />
0.15 0.00 0.15<br />
18.60 0.52 19.12<br />
116.67 1.78 118.45<br />
76
Annex 2<br />
Consolidated Cash Flow Statement<br />
<strong>2005</strong> 2004<br />
EUR million EUR million<br />
Consolidated net income/loss 18.97 29.60<br />
+ Income tax expenditure 10.88 15.14<br />
+/- Interest result 2.88 4.33<br />
+/- Depreciations/Appreciations on long-term assets 12.53 10.10<br />
+/- Increase/Decrease in long-term provisions -2.12 2.23<br />
+/- Other income/expenses without effect on payments 0.00 0.29<br />
+/- Changes to net operating assets 7.41 -25.81<br />
Cash flow from current business 50.55 35.88<br />
+ Payments from interest 0.93 0.82<br />
- Disbursements for interest -2.48 -5.24<br />
+ Payments from dividends 0.83 0.26<br />
- Disbursements for income taxes -14.00 -9.94<br />
Net cash flow from current business activity 35.83 21.78<br />
+ Payments received from the disposal of long-term assets 6.21 8.04<br />
- Disbursements for investments in consolidated companies<br />
and other business units -4.71 -0.49<br />
- Disbursements for investments in long-term assets (excl. finance-leasing) -22.48 -13.65<br />
Cash flow from investment activity -20.98 -6.10<br />
- Disbursements to shareholders -8.46 -8.46<br />
- Disbursements to minority interests -0.29 -0.05<br />
+ Payments from minority interests 0.75 0.00<br />
+ Borrowings 6.02 18.03<br />
- Disbursements for the redemption of financial liabilities -14.62 -20.62<br />
Cash flow from financing activity -16.60 -11.10<br />
Increase/Decrease in cash and cash equivalents with effect on payments -1.75 4.58<br />
+ Cash and cash equivalents at start of period 31.23 26.65<br />
Cash and cash equivalents at end of period 29.48 31.23<br />
See note (28) for notes on the cash flow statement.<br />
77
LIST OF MAJOR SHAREHOLDINGS<br />
INTERSEROH AG held the following major direct or indirect holdings as of the closing date:<br />
a) Fully consolidated companies<br />
Registered office<br />
(Group)<br />
share %<br />
ISD INTERSEROH Dienstleistungs GmbH Cologne 100<br />
EVA Erfassen und Verwerten von Altstoffen GmbH Vienna/Austria 100<br />
INTERSEROH Holzhandel GmbH Cologne 100<br />
INTERSEROH Holzkontor Worms GmbH Worms 100<br />
INTERSEROH Holzkontor Berlin GmbH Berlin 51<br />
INTERSEROH Holzkontor NRW GmbH Cologne 51<br />
INTERSEROH Holzkontor OWL GmbH Porta Westfalica 51<br />
INTERSEROH Holzkontor Bückeberg GmbH<br />
& Co. KG Bückeburg 75<br />
Repasack Gesellschaft zur Verwertung gebrauchter<br />
Papiersäcke mbH Wiesbaden 100<br />
ISR INTERSEROH Rohstoffe GmbH Cologne 100<br />
INTERSEROH France S.A.S. Pantin/France 100<br />
INTERSEROH Hansa Recycling GmbH Dortmund 100<br />
INTERSEROH ERC Eisenmetall Rohstoff Celler GmbH Dortmund 100<br />
INTERSEROH Evert Heeren GmbH Leer 100<br />
Groninger VOP Recycling B.V. Groningen/Netherlands 100<br />
INTERSEROH Franken Rohstoff GmbH Sennfeld 100<br />
INTERSEROH Hansa Rohstoffe GmbH Essen 100<br />
INTERSEROH Hetzel GmbH Heidelberg 100<br />
INTERSEROH Jade-Stahl GmbH Wilhelmshaven 100<br />
INTERSEROH BW Rohstoff und Recycling GmbH Stuttgart 90<br />
INTERSEROH Neckarschrott GmbH Horb 51<br />
INTERSEROH SEROG GmbH(formerly IS dritte Vermögensver.<br />
GmbH) Bous 100<br />
RHS Rohstoffhandel GmbH Stuttgart 90<br />
INTERSEROH Stahl- und Metallrecycling GmbH & Co. KG Cologne 100<br />
INTERSEROH-Metallaufbereitung Rostock GmbH Rostock 100<br />
INTERSEROH Nordmetall GmbH Lübeck 100<br />
INTERSEROH RSH Recycling-Stahl-Handel GmbH Cologne 100<br />
b) Included as associated companies (at equity)<br />
Registered office<br />
(Group)<br />
share %<br />
Eisen- und Stein-Gesellschaft mbH & Co. Siegen 50<br />
HR Hüttenwerkentsorgung GmbH Mülheim a.d. Ruhr 50<br />
Mineralmahlwerk Westerwald Horn GmbH& Co. KG Weitefeld 50<br />
TOM Sp. z. o.o Szczecin/Poland 50<br />
Jade-Entsorgung GmbH Rostock 24.9<br />
c) Companies not included in the consolidated financial statements<br />
INTERSEROH BELGIQUE S.A. Raeren/Belgium 100<br />
PADEC S.A. Deerlijk/Belgium 100<br />
INTERSEROH zbiranje in predelava odpadnih surovin d.o.o. Begunje/Slovenia 100<br />
INTERSEROH Kunststoffaufbereitungs GmbH Aschersleben 74.4<br />
ISP INTERSEROH Pfand-System GmbH Cologne 100<br />
Loongin GmbH Cologne 50<br />
Shanghai Huabao-Loogin Resources Recycling Co., Ltd. Shanghai/China 35<br />
78
Published by:<br />
INTERSEROH Aktiengesellschaft<br />
for the Exploitation of Raw Materials (Cologne)<br />
Contact<br />
INTERSEROH AG<br />
Stollwerckstrasse 9a<br />
D-51149 Cologne<br />
Public Relations Department<br />
Tel.: +49 (0)2203 9147-1250<br />
Fax: +49 (0)2203 9147-1406<br />
E-mail: info@interseroh.de<br />
Investor Relations<br />
Tel.: +49 (0)2203 9147-1241<br />
Fax: +49 (0)2203 9147-1406<br />
E-mail: aktie@interseroh.de<br />
www.interseroh.de<br />
Imprint<br />
79